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<br /> Agreement,together with its own Services,to Customer with such Third Party Products to be specified in the attached CoreLogic
<br /> Services and Fees of this Agreement,providing all applicable parties have executed the necessary Third Party Exhibits.The relevant
<br /> third party has the exclusive right to determine the Third Party Products that will be marketed under this Agreement.The provisioning
<br /> and use of Third Party Products by Customer shall be in accordance with and subject to all terms and conditions of the Third Party
<br /> Exhibits attached hereto.
<br /> 5.Delivery of Data and Format.The amount of data available varies substantially from area-to-area,and circumstances may exist
<br /> or arise which may prevent CoreLogic from providing such data or achieving complete representation of all data elements of the
<br /> Services. The Services shall not be construed as or constitute a representation as to the condition of title to real property. The
<br /> Services may not include all recorded conveyances, instruments or documents which impart constructive notice with respect to any
<br /> chain of title described in the Services.Customer further acknowledges that the sale amount data element of any deed transaction
<br /> data included within the Services is not available in some states and some such sale amount data are estimates of value based on
<br /> available data and are calculated by CoreLogic.
<br /> 6. Fees.In consideration of the rights granted to Customer, Customer shall pay CoreLogic the fees stated within the Order
<br /> Confirmation,or within the Services as applicable, monthly within thirty(30)days of CoreLogic invoice unless provided differently in
<br /> the Order Confirmation.Fees are exclusive of sales,use,ad valorem,personal property,and other taxes,which are the responsibility
<br /> of Customer. CoreLogic shall charge Customer applicable sales tax, Customer shall be responsible for filing all other taxes. IF full
<br /> payment is not made,a charge equal to one and one-half percent(1.5%)may be added to the balance due,not to exceed the legal
<br /> limit permitted by law. If Customer becomes thirty(30)or more days past due, CoreLogic may automatically disabled Customer's
<br /> access to or shipment of the Services until all past due charges are paid. If it becomes necessary for CoreLogic to enforce this
<br /> Agreement through an attorney,collection agency,or directly through small claims court,Customer shall pay all attorneys fees,agency
<br /> fees,court costs,and other collections costs,including without limitation post-judgment costs for legal services at trial and appellate
<br /> levels.
<br /> 7.Compliance Audits.CoreLogic reserves the right,at its own expense,to select an independent auditor to audit Customer for the
<br /> purpose of ensuring Customer's compliance with the terms and conditions of this Agreement, after providing Customer with
<br /> reasonable notice thereof. If such audit indicates there has been a material breach in Customer's compliance of the Agreement,
<br /> CoreLogic shall provide Customer with written notice of such material breach.IF Customer does not cure the breach within ten(10)
<br /> days of receipt of written notice from CoreLogic, CoreLogic may terminate the Agreement and pursue its other legal remedies.
<br /> Should Customer not cooperate with CoreLogic's reasonable request to audit for compliance within thirty(30)days of notice thereof,
<br /> CoreLogic may immediately terminate the contract and pursue its legal remedies.
<br /> 8.Term and Termination.Unless otherwise stated in the Order Confirmation, the initial term of this Agreement is for twelve (12)
<br /> months,commencing on the Effective Date set forth in the Order Confirmation.Unless otherwise stated in the Order Confirmation or
<br /> attached Exhibits,the term shall automatically renew for additional successive twelve(12)month terms.Although this Agreement may
<br /> not be terminated without cause during the term,either party may forego automatic renewal by giving the other party not less than thirty
<br /> (30)calendar days written notice of termination prior to the expiration of the then-current term.If either party breaches any provision of
<br /> this Agreement, the non-breaching party may, upon providing written notice of such breach, immediately terminate this Agreement,
<br /> provided such breach is not cured within thirty(30)days after such notice. Notwithstanding the foregoing, if Customer is in breach
<br /> under the Fees section of this Agreement, CoreLogic may terminate this Agreement effective ten (10)days after giving Customer
<br /> written notice of such breach,unless Customer shall have remedied the breach within such ten(10)day period.Upon termination of
<br /> this Agreement by either party,Customer,at its own expense,shall return all Services to CoreLogic or certify that the Services have
<br /> been destroyed within ten(10)business days of termination, and any amounts unpaid by Customer shall be immediately due and
<br /> payable.Should Customer fail to return or certify the destruction of the Services to CoreLogic, Customer shall pay to CoreLogic a
<br /> perpetual license fee for the Services.Notwithstanding the foregoing, Customer may retain one copy of the Services in an archival
<br /> database, solely for purposes of record-keeping in the event a legal or regulatory claim regarding the Services arises (❑Archival
<br /> Copy❑).For the avoidance of doubt, Customer shall not use the Archival Copy for any purposes, commercial or otherwise, and
<br /> Customer shall limit access to such Archival Copy to those employees who have a need-to-know.
<br /> 9. Proprietary Information."Proprietary Information" means the Service and other data, manuals, documentation, software
<br /> programs,algorithms,and other information that may be disclosed or provided to Customer in the course of providing the Service,
<br /> and all intellectual property rights thereon.The Proprietary Information is and remains the sole and exclusive property of CoreLogic.
<br /> Customer shall have only the limited rights to the Proprietary Information as expressly granted in this Agreement, and all rights not
<br /> expressly granted by CoreLogic are reserved.Only CoreLogic shall have the right to alter,maintain,enhance or otherwise modify the
<br /> Proprietary Information.Customer shall not disassemble,decompile,manipulate or reverse engineer the Proprietary Information and
<br /> shall take all necessary steps to prevent such disassembly, decompiling, manipulation or reverse engineering of the Proprietary
<br /> Information. Under no circumstances shall Customer sell, license, publish, display,copy,distribute, or otherwise make available the
<br /> Proprietary Information in any form or by any means,except as expressly permitted by this Agreement,including without limitation the
<br /> transfer to a third party or,if not expressly prohibited by this Agreement,as allowed under the fair use provision of the Copyright Act,
<br /> 17 U.S.C. ❑ 107.Customer shall take all reasonable steps,in accordance with the best industry practices,to protect the security of
<br /> the Proprietary Information and to prevent unauthorized use or disclosure.Customer is responsible for all access to and use of the
<br /> Proprietary Information by Customer's employees or agents or by means of Customer's equipment or Customer's CoreLogic
<br /> usemames and passwords, whether or not Customer has knowledge of or authorizes such access or use. Customer shall be
<br /> responsible for maintaining the confidentiality of all assigned usernames and passwords,and Customer shall be responsible for all
<br /> charges relating to the use of said usemames and passwords whether or not authorized by Customer.
<br /> 10.Limitations on Valuation Models.The valuation models,if provided as part of the Services,do not constitute an appraisal of the
<br /> subject property.They should not be relied upon in lieu of an appraisal or underwriting process.The predicted value reports are based
<br /> upon data collected from public record sources.THE ACCURACY OF THE METHODOLOGY USED TO DEVELOP THE REPORTS,
<br /> THE EXISTENCE OF THE SUBJECT PROPERTY,AND THE ACCURACY OF THE PREDICTED VALUE AND ALL RULE SETS
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