ATTACHMENT COST ENGINE ACCESS AND USE AGREEMENT
71461533.5 Rev. 1.08.2009
ACCESS AND USE TERMS AND CONDITIONS
PLEASE READ THESE ACCESS AND USE TERMS AND CONDITIONS CAREFULLY
BEFORE USING THE COST ENGINE. BY USING THE COST ENGINE, YOU INDICATE
THAT YOU ACCEPT, AND AGREE TO ABIDE BY, THESE ACCESS AND USE TERMS
AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS,
YOU MAY NOT USE THE COST ENGINE.
1. Definitions. When used herein, the following terms shall have the following meanings: (a) “Agreement” means
Customer’s Cost Engine Access and Use Agreement together with these terms and conditions; (b) “Authorized
User(s)” means those employees or consultants working for the benefit of Customer (only when and to the
extent working solely on such Customer’s behalf) who have been authorized by Customer to use the Cost
Engine; (c) “Cost Engine” means the e2Value proprietary replacement value cost engine product identified in
the Cost Engine Access and Use Agreement to which these terms are attached, including the reports generated in
connection with the cost engine (“Reports”), (d) “Customer” means the entity identified in the Cost Engine
Access and Use Agreement to which these terms are attached, (e) “e2Value” means e2Value, Inc., a Delaware
corporation with an office at 2777 Summer St., Suite 204, Stamford CT 06905 and a mailing address PO Box
3518, Stamford CT 06905-0518, (f) “Effective Date” means the Effective Date identified in the Cost Engine
Access and Use Agreement to which these terms are attached, and (g) “Site” means www.e2value.com, and all
subdomains, and (g) “you” means Customer and each Authorized User.
2. Grant of License. Subject to the terms and conditions contained in this Agreement, including, without
limitation, payment of all applicable fees, e2Value hereby grants to Customer a non-exclusive, non-transferable,
revocable license for Customer’s Authorized Users (not to exceed the number of Authorized Users identified in
the Cost Engine Access and Use Agreement to which these terms are attached) to access and use the Cost
Engine that is made available by e2Value to Customer in accordance with technical specifications provided by
e2Value, solely for Customer’s internal purposes. The Cost Engine shall be maintained and controlled by
e2Value on its systems. Only Reports, and not the Cost Engine itself, will be delivered to Customer and its
Authorized Users. Authorized Users may save, print and/or download Reports and provide copies of Reports to
third parties; provided, that Customer and each Authorized User may not to change or delete any proprietary
notices from any Reports. Except as expressly set forth herein, neither Customer nor the Authorized Users shall
share or provide access to the Cost Engine or Reports.
3. Contract Administrator. Customer shall designate an employee of Customer to serve as e2Value’s contact
person for all purposes of this Agreement (the “Contract Administrator”). Customer may remove, substitute or
name a new Contract Administrator from time to time by notice to e2Value. e2Value may rely entirely on the
actions or directions of the Contract Administrator. If at any time Customer does not have a Contract
Administrator in place, then the chief information officer of Customer shall be deemed the Contract
Administrator.
4. User Names & Passwords. User names and passwords should be kept secret, as they are used to verify
identification and validate access to the Cost Engine. You shall be responsible for all usernames and passwords
issued to you and the use of the Cost Engine by any other person gaining access to the Cost Engine through you.
Without limiting the foregoing, Customer shall be responsible for all acts and omissions of its Authorized
Users. Customer further agrees to notify e2Value in writing within five (5) business days if any person
previously issued a username has ceased to be Customer’s employee or agent or has for any other reason ceased
to be an Authorized User. Upon receipt of such notification, or if e2Value otherwise reasonably believes that
any person previously designated as a Authorized User has for any reason ceased to be an Authorized User,
e2Value will have the right to take action to prevent such person from accessing and using the Cost Engine
(including disabling any usernames and passwords).
5. Fees. Customer agrees to pay to e2Value all applicable fees, including those set forth in the Access and Use
Agreement to which these terms and conditions are attached, as the same may be amended by the parties from
time to time. Unless otherwise expressly provided, all amounts shall be due and payable within thirty (30) days
71461533.5 -2-
of the date of invoice. Balances over thirty (30) days past due shall incur a late fee equal to the lesser of 1½%
per month or the maximum rate permitted by law until paid in full. e2Value reserves the right to terminate
service and to cancel user names and passwords for any Customer more than thirty (30) days in arrears. Except
as otherwise expressly provided in a written agreement between the parties, e2Value reserves the right to change
the fees from time to time, effective upon written notice to Customer.
6. Equipment. Customer understands and agrees that Customer must provide, at its sole cost and expense, all
equipment and services (including, where necessary, telephone service and Internet access service) necessary for
Authorized Users to access the Site and/or the Cost Engine.
7. Support. Customer may purchase support from e2Value for an additional fee. Support shall consist of
telephone support during e2Value’s regular business hours via a toll free number to be provided by e2Value to
Customer from time to time.
8. Proprietary Rights.
a. e2Value Property. This Agreement does not provide Customer or any Authorized Users with title to or
ownership of the Cost Engine, but only a right of limited use. The Cost Engine is, and shall remain, the
property of e2Value. Customer agrees that it shall comply with all limitations set forth herein, and shall
ensure that Authorized Users comply as well. e2Value may, without notice and at any time during
reasonable business hours, either on its own or through its duly authorized representative, conduct an audit
of your use of the Cost Engine and Reports to ensure that you are in compliance with the terms of this
Agreement. You acknowledge that, as between e2Value and you: (i) all right, title and interest in and to the
Cost Engine and all copies thereof, including all associated patents, copyrights, trademarks, trade names,
trade secrets, know-how and other intellectual property rights related thereto, and any and all alterations,
adaptations, translations, modifications, improvements and changes to the Cost Engine and derivative works
based thereon, whether created by e2Value or you or their respective agents (the “e2Value Property”), are,
and shall at all times remain, the exclusive property of e2Value; and (ii) you shall have no right or interest
as to any e2Value Property, except as expressly set forth in this Agreement. The Cost Engine is protected
by U.S. Patent 7,373,303.
b. Copies. The Cost Engine may not be copied or duplicated, in whole or in part. Reseller shall reproduce
and include all copyright or other proprietary rights notices on any copy, in whole or in part, of any Reports.
c. No Alteration. Customer shall not, and shall ensure that its Authorized Users do not, alter, adapt, translate,
modify or change the Cost Engine or create derivative works based on the Cost Engine. Further, you shall
not remove, disable, manipulate or otherwise adversely affect any means or device intended to prevent
unauthorized use or reproduction of the Cost Engine.
d. Trade Secrets. You acknowledge that the e2Value Property is the valuable property of e2Value and
embodies substantial creative efforts, confidential information, ideas and expressions and contains valuable
trade secrets of e2Value. Except for distribution of Reports as expressly provided in this Agreement,
Reseller shall maintain all aspects of the e2Value Property (including, without limitation, the Cost Engine)
in any form, in strict confidence. You shall not (a) decompile, reverse engineer (except as permitted by
law) or disassemble the Cost Engine or otherwise attempt to reconstruct or discover any source code or any
of e2Value’s trade secrets; (b) disclose, disseminate, grant access to, copy, reproduce, deliver, transmit,
publish, display, sublicense, lease, rent, lend, assign or otherwise transfer any e2Value Property (including,
without limitation, the Cost Engine and Reports), or any portion thereof or any derivation thereof, via any
medium whatsoever, by operation of law or otherwise to any third party, directly or indirectly, including,
but without limitation, to any joint venture or business combination arrangement with any other Person or
entity, without e2Value’s prior written consent; or (c) alter, hide or remove from any part of the Cost
Engine or Reports any proprietary rights or copyright notices or identification that indicate e2Value’s
ownership interest therein. Without limiting the foregoing, in no event shall you, directly or indirectly, use
any of the e2Value Property to develop a product competitive with the Cost Engine or Reports. You shall
take any and all other actions, including legal action, necessary or desirable to ensure continued
71461533.5 -3-
confidentiality and protection of the e2Value Property (including, without limitation, the Cost Engine and
Reports) and to prevent access thereto or use thereof by any person or entity not authorized hereby.
Whether or not Authorized Users are expressly mentioned, Customer shall ensure that its Authorized Users
comply with the provisions of this Section 8. If you become aware of any unauthorized disclosure or use of
any e2Value Property (including, without limitation, the Cost Engine and Reports), you shall immediately
notify e2Value and shall advise e2Value of the full particulars thereof in writing.
e. Irreparable Harm. You acknowledge and agree that money damages may be insufficient to compensate
e2Value in the event of a breach of this Section 8 or Section 9. Accordingly, you agree that in the event of
such breach or threatened breach, e2Value shall, in addition to all other rights or remedies it may have, be
entitled (without the necessity of posting any bond or establishing the inadequacy of damages as a remedy)
to specific performance and injunctive relief to correct and/or enjoin any such breach or threatened breach
in addition to all other remedies which might be available.
9. Confidentiality. You acknowledge and agree that in the course of performing under this Agreement and/or
using the Cost Engine, you will learn confidential, trade secret, and proprietary information concerning e2Value
and its business, programs and procedures (“Confidential Information”) including, but not limited to,
information pertaining to the Cost Engine, the Reports, pricing information, future business plans, technical
information, and any other material or information provided by e2Value to you in connection with this
Agreement. Confidential Information shall not include any information, which (i) at or prior to the time of
disclosure by e2Value was generally available to the public through no breach of this Agreement, (ii) was
available to the public on a non-confidential basis prior to its disclosure by e2Value to you, or (iii) was made
available to the public from a third party, provided that such party did not obtain or disseminate such
information in breach of any legal obligation. Such disclosure shall in no way be construed to constitute a
license to use the Confidential Information other than as expressly specified herein, nor shall anything herein be
deemed by implication or otherwise to convey to you any patent, copyright, trademark, trade secret, or other
intellectual property or proprietary rights of e2Value. You agree to keep the Confidential Information in strict
confidence, not to use any Confidential Information for your own purposes or for the benefit of any third party,
and not to demonstrate or disclose, directly or indirectly, in any form or manner the Confidential Information to
any person or entity other than the Authorized Users. Customer shall require each Authorized User to agree in
writing to abide by provisions no less protective than the provisions of this Section 9. You shall treat as
confidential and safeguard any such Confidential Information in at least the same manner as that in which you
safeguard your own confidential or proprietary material or information of like kind.
10. Indemnity. Customer agrees to defend, indemnify and hold harmless e2Value from any loss, cost (including
reasonable attorneys fees), expense, damage or liability resulting from (a) any improper disclosure of
Confidential Information by Customer or an Authorized User, and (b) any breach of this Agreement by
Customer or any Authorized User. e2Value agrees to notify you promptly of any claim or suit brought to its
attention for which indemnification may be sought hereunder.
11. Maintenance Outage. e2Value may from time to time shut down or disable the Cost Engine for the purposes
of maintenance and repair. e2Value shall make reasonable efforts to conduct required maintenance outside of
regular business hours and to provide advance notice by publication on the Site of any scheduled maintenance or
repairs. e2Value shall, however, have no liability to Customer, any Authorized User or any third party for
shutdown or disability of the Site, regardless of the timing, duration or lack of notice of such shutdown or
disability.
12. No Representations or Warranties. THE COST ENGINE IS PROVIDED “AS IS”, “AS AVAILABLE”,
WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, NONINFRINGEMENT
OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE
FOREGOING, e2VALUE AND ITS SUPPLIERS DO NOT WARRANT, GUARANTY OR MAKE ANY
REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE COST ENGINE IN
TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, COMPLETENESS OR OTHERWISE.
YOU UNDERSTAND THAT, AS A RESULT OF COMPUTER OR COMMUNICATIONS FAILURES
71461533.5 -4-
OR OTHER REASONS, THE SITE, THE COST ENGINE AND THE CONTENT CONTAINED
THEREIN MAY BE INACCESSIBLE FROM TIME TO TIME WITH OR WITHOUT NOTICE. YOU
FURTHER UNDERSTAND THAT THE CONTENT OF THE SITE AND THE COST ENGINE IS
SUBJECT TO MODIFICATION OR ELIMINATION OF SELECTED PARTS FROM TIME TO
TIME. e2VALUE CANNOT AND DOES NOT WARRANT AGAINST HUMAN OR MACHINE
ERRORS, OMISSIONS, DELAYS, INTERRUPTIONS OR LOSSES. THE ENTIRE RISK AS TO THE
RESULTS AND PERFORMANCE OF THE COST ENGINE IS ASSUMED BY YOU.
The Cost Engine is intended to provide an estimate of the amount of money needed to replace a structure using
new materials of similar type and quality, without taking into account depreciation, based on information you
provide. Actual replacement costs may vary. For example, the cost of building materials and construction and
other services can vary, depending on availability, geographic area and other factors. The Cost Engine is
intended to be used as a tool to aid in planning structure insurance needs. As indicated above, e2Value makes
no representations or warranties of any kind regarding the Cost Engine.
13. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL e2VALUE OR ITS SUPPLIERS BE
LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL
DAMAGES (INCLUDING DAMAGES FOR LOSS OF REVENUE, LOSS OF PROFITS, BUSINESS
INTERRUPTION, LOSS OF INFORMATION OR DATA AND THE LIKE) ARISING OUT OF THE
USE OF OR INABILITY TO USE THE COST ENGINE, EVEN IF e2VALUE OR ITS SUPPLIERS
HAS BEEN ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT KNOWS OF THE
POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL e2VALUE’S LIABILITY FOR
DAMAGES EXCEED AN AMOUNT EQUAL TO THE AMOUNT PAID BY CUSTOMER TO
e2VALUE FOR THE APPLICABLE SERVICE DURING THE THREE MONTHS PRIOR TO THE
DATE WHEN THE EVENT RESULTING IN A CLAIM FOR DAMAGES OCCURRED.
14. Term and Termination. Subject to your continued compliance with this Agreement, including payment of all
applicable fees, this Agreement shall begin on the Effective Date and continue for the term set forth in the
e2Value Access and Use Agreement to which these terms are attached, unless earlier terminated in accordance
with this Section 14. e2Value or Customer may terminate this Agreement at any time, with or without cause,
upon ninety (90) days prior written notice to the other party; provided, that, if Customer terminates prior to the
end of the term or if e2Value terminates for cause, Customer shall immediately pay to e2Value all outstanding
fees that would have accrued through the end of the term. (For example, if the term is 3 years and Customer
terminates in year 1, Customer shall pay to e2Value the unpaid fees that would have accrued through the end of
the 3-year term.) e2Value may terminate this Agreement at any time upon ten (10) days prior written notice if
Customer or any Authorized Users breaches this Agreement and fails to cure such breach within such ten-day
period. In the event of any termination hereunder, all fees paid to e2Value shall be non-refundable and the
license set forth in Section 2 shall terminate immediately. Upon any termination of this Agreement, Customer
and all Authorized Users shall cease all use of the Cost Engine and shall return to e2Value all related
documentation and any Confidential Information in its possession. Section 8, Section 9, Section 10, Section 12
and Section 13, as well as any provision which by its intent and meaning is intended to survive, shall survive any
termination or expiration of this Agreement.
15. Relationship of the Parties. The relationship of the parties hereto shall be that of independent contractors.
Nothing herein shall be construed to create any partnership, joint venture, or similar relationship, or to subject
the parties to any implied duties or obligations respecting the conduct of their affairs which are not expressly
stated herein.
16. Use of Name. Except as expressly required by Section 17, you may not to use (a) e2Value’s name, (b) the name
of any employee or agent of e2Value, or (c) any trademarks, service marks or trade names owned or controlled
by e2Value, in any sales, promotional, advertising or other publication, without the express prior written
permission of e2Value.
17. XML Interface Customers: Attribution and Disclaimer. If Customer is an XML Interface Customer, as
indicated on the Cover Sheet, Customer will display the e2Value logo and the phrase “Powered by e2Value” on
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the Customer web page that displays the calculated replacement cost. e2Value will deliver to Customer an
electronic file containing the logo and such phrase. The logo, logo placement and logo size must have written
approval by e2Value. No changes may be made without the prior, written consent of e2Value. e2Value
reserves the right to substitute new logos from time to time.
Further, Customer shall display the following disclaimer on the page that display’s the replacement value
returned by the Cost Engine:
“The calculator available on this site is intended to provide an estimate of the amount of money needed to
replace a structure using new materials of similar type and quality, without taking into account depreciation,
based on information you provide. Actual replacement costs may vary.
The cost of building materials and construction and other services can vary, depending on availability,
geographic area and other factors. Neither e2Value, Inc. nor its suppliers represent or warrant the accuracy
of the calculator, or the results obtained therefrom. The calculator is intended to be used as a tool to aid in
planning structure insurance needs.”
18. Coordinates. Certain e2Value cost engine products permit You to enter, update or correct latitude and
longitude information for identified addresses (“Coordinates”). By submitting Coordinates to e2Value through
the Cost Engine, you automatically grant to e2Value the royalty-free, perpetual, irrevocable, non-exclusive right
and license to add such Coordinates to e2Value’s databases, use such Coordinates for e2Value’s business
purposes and share such Coordinates with third parties.
19. Supplemental Terms.
LexisNexis. Certain e2Value products permit you to use certain data, software and/or services (the “LexisNexis
Products”) provided by LexisNexis Risk & Information Analytics Group (“LexisNexis”). Accordingly, in
addition to (and not in lieu of) the terms and conditions applicable to your use of e2Value products and services,
the terms and conditions attached hereto as Attachment I, as may be revised from time to time by providing an
updated copy to you, shall apply to your use of the LexisNexis Products. If you do not agree to such terms and
conditions, you may not use the LexisNexis Products.
Microsoft. Certain e2Value products permit you to use certain data, software and/or services (the “Microsoft
Products”) provided by Microsoft Corporation (“Microsoft”). Accordingly, in addition to (and not in lieu of)
the terms and conditions applicable to your use of e2Value products and services, the terms and conditions
available at http://go.microsoft.com/fwlink/?LinkID=219699 and
http://go.microsoft.com/fwlink/?LinkID=219670, a current copy of which is attached hereto as Attachment II,
shall apply to your use of the Microsoft Products, such as MapPoint. If you do not agree to such terms and
conditions, you may not use the Microsoft Products.
DataQuick. Certain e2Value products permit you to use certain data elements and other products (the
“DataQuick Licensed Information”) provided by DataQuick Information Systems, Inc. (“DataQuick”).
Accordingly, in addition to (and not in lieu of) the terms and conditions applicable to your use of e2Value
products and services, the terms and conditions attached hereto as Attachment III, as may be revised from time
to time by providing an updated copy to you, shall apply to your use of the DataQuick Licensed Information. If
you do not agree to such terms and conditions, you may not use the DataQuick Licensed Information.
FIS Data Services, Inc. Certain e2Value products permit you to use certain data elements and other products
(the “FIS Licensed Information”) provided by FIS Data Services, Inc. (“FIS”). Accordingly, in addition to (and
not in lieu of) the terms and conditions applicable to your use of e2Value products and services, the terms and
conditions attached hereto as Attachment IV, as may be revised from time to time by providing an updated copy
to you, shall apply to your use of the FIS Licensed Information. If you do not agree to such terms and
conditions, you may not use the FIS Licensed Information.
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Pictometry. Certain e2Value products permit you to use certain images provided by Pictometry International
Corp. Pictometry disclaims all warranties, liability and damages related to such images.
Digital Map Products, Inc. Certain e2Value products permit you to use certain images provided by Digital
Map Products, Inc. (“Digital Map”). Digital Map disclaims all warranties, liability and damages related to such
images.
20. Miscellaneous. This Agreement constitutes the complete agreement between the parties and supersedes all
previous agreements or representations, written or oral, with respect to the subject matter hereof. This
Agreement may not be modified or amended except in writing signed by a duly authorized representative of
e2Value and Customer. The waiver or failure of e2Value to exercise any right provided for herein shall not be
deemed a waiver of any further right hereunder. The rights and remedies of e2Value set forth in this Agreement
are in addition to any rights or remedies that e2Value may otherwise have at law or in equity. If any provision
of this Agreement shall be held to be invalid, illegal, or unenforceable, the parties shall modify such provision to
the extent necessary to render it valid and the validity, legality, and enforceability of the remaining provisions
shall in no way be affected or impaired thereby. The titles and headings of the Sections in this Agreement are
for convenience of reference only, and are not to be considered in constructing the terms and provisions of this
Agreement. Any and all notices required by this Agreement shall be in writing and shall be delivered by (a)
hand, (b) by nationally recognized overnight courier service, or (c) by registered or certified U.S. mail, postage
prepaid, return receipt requested. Notices to e2Value shall be sent to e2Value, Inc., P.O. Box 3518 (for U.S.
mail), 2777 Summer Street, Suite 204 (for all other deliveries), Stamford, Connecticut, 06905, Attn: Contract
Administrator. Notices to Customer shall be sent to last known address in e2Value’s records. This Agreement
shall be governed by the laws of the State of Connecticut and the United States of America, without regard to
the conflict of law principles thereof. Any litigation arising under or in connection with this Agreement shall be
brought in the state and federal courts located in Stamford, Connecticut and the parties hereby consent to the
exclusive jurisdiction of such courts. The Customer and the Authorized Users shall comply with all applicable
federal, state and local laws, regulations, and ordinances in connection with its activities pursuant to this
Agreement.
71461533.5
ATTACHMENT I TO ACCESS AND USE TERMS AND CONDITIONS: LEXISNEXIS
LexisNexis Terms and Conditions
You have elected to use certain data, software and/or services (the “LexisNexis Products”)
provided by LexisNexis Risk & Information Analytics Group (“LexisNexis”). Accordingly, in
addition to (and not in lieu of) the terms and conditions applicable to your use of e2Value, Inc.
products and services, the following terms and conditions shall apply to your use of the
LexisNexis Products. If you do not agree to these terms and conditions, you may not use the
LexisNexis Products.
1. RESTRICTIONS.
(i) Generally. You may use the LexisNexis Products solely for your own internal business purposes. You
represent and warrant that all of your use of the LexisNexis Products shall be for only legitimate purposes, including
those specified by you in connection with a specific information request and relating to your business. You shall not use
the LexisNexis Products for marketing purposes or resell or broker the LexisNexis Products to any third party. You agree
that if e2Value or LexisNexis determines or reasonably suspects that you are engaging in marketing activities, reselling or
brokering the LexisNexis Products or any information, programs, computer applications, or data contained in the
LexisNexis Products, or are otherwise violating any provision of these terms and conditions or any of the laws,
regulations, or rules described herein, e2Value or LexisNexis may take immediate action, including terminating the
delivery of, and the license to use, the LexisNexis Products. You shall not access the LexisNexis Products from Internet
Protocol addresses located outside of the United States and its territories without e2Value’s or LexisNexis’s prior written
approval. You may not use the LexisNexis Products to create a competing product. You shall comply with all laws,
regulations and rules which may, in LexisNexis’s opinion, govern the use of the LexisNexis Products and information
provided therein.
(ii) GLBA Data. Some of the information contained in the LexisNexis Products may be “nonpublic personal
information,” as defined in the Gramm-Leach-Bliley Act (15 U.S.C. § 6801 et seq. “GLBA”), and may be regulated by
the GLBA (“GLBA Data”). You shall not obtain and/or use GLBA Data available through the LexisNexis Products, in
any manner that would violate the GLBA, or any similar state or local laws, regulations and rules. You acknowledge and
agree that you may be required to certify your permissible use of GLBA Data at the time you request information in
connection with certain LexisNexis Products. In addition, you agree that you will recertify, in writing, your permissible
uses of GLBA Data upon request by e2Value or LexisNexis. You certify with respect to GLBA data received through
the LexisNexis Products that you will comply with the Interagency Standards for Safeguarding Your Information issued
pursuant to the GLBA.
(iii) DPPA Data. Some of the information contained in the LexisNexis Products is “personal information,” as
defined in the Driver’s Privacy Protection Act (18 U.S.C. § 2721 et seq. “DDPA”), and is regulated by the DPPA
(“DPPA Data”). You shall not obtain and/or use DPPA Data available through the LexisNexis Products in any manner
that would violate the DPPA. You acknowledge and agree that you may be required to certify your permissible use of
DPPA Data at the time you request information in connection with certain LexisNexis Products. In addition, your agree
that you will recertify, in writing, your permissible uses of DPPA Data upon the request of e2Value or LexisNexis.
(iv) Supplemental Terms. Certain materials contained within the LexisNexis Products are subject to additional
obligations and restrictions. To the extent you receive such materials through the LexisNexis Products you agree to
comply with the Supplemental Terms for Specific Materials contained at the following website:
http://www.lexisnexis.com/terms/supplemental/ (the “Supplemental Terms”). The Supplemental Terms are hereby
incorporated into these terms and conditions by reference.
(v) Social Security and Driver’s License Numbers. If you obtain Social Security Numbers or Driver’s License
Numbers (collectively, “SSNs”) through the LexisNexis Products, you certify that you will not use the SSNs for any
purpose. In addition to the restrictions on distribution set forth in Section 1(i) of these terms and conditions, you agree
71461533.5
that you will not permit SSNs obtained through the LexisNexis Products to be used by an employee or contractor that is
not an appropriate user with an appropriate use. In the event that you are not an appropriate user and/or do not have an
appropriate use, e2Value or LexisNexis may immediately preclude you from receiving SSNs. You agree that you will
recertify, in writing, that you are an appropriate user and that you have one or more authorized uses upon the request of
e2Value or LexisNexis. You may not, except to the extent permitted by these terms and conditions, transfer SSNs via
email or ftp without LexisNexis’s prior written consent.
(vi) Copyrighted Materials. You shall not remove or obscure the copyright notice or other notices contained on
materials accessed through the LexisNexis Products.
(vii) FCRA LexisNexis Products. The following restricted license is conditionally granted for LexisNexis Products
governed by the federal Fair Credit Reporting Act, 15 U.S.C. 1681 et seq (“FCRA”). These products presently include
Banko Collections Solutions, Deceased Notifier Batch Services, Electronic Bankruptcy Notifier, Onescore, PeopleWise
Employment Screening, Securint Employment Screening, and Securint Tenant Screening. These products constitute
consumer reports as defined by the FCRA (“Consumer Report”). You certify that when using the Consumer Report
LexisNexis Products, you will comply with all applicable provisions of the FCRA and all other applicable federal, state
and local legislation, regulations and rules. Without limiting the generality of the foregoing, you certify that (a) you will
comply with all applicable provisions of the California Credit Reporting Agencies Act and any related regulations; and
(b) you will comply with all Vermont statutes and regulations on fair credit reporting, including but not limited to,
obtaining the consent of Vermont residents prior to obtaining any information on Vermont residents through these
Consumer Report LexisNexis Products. You agree that you will recertify, in writing, your permissible purposes for use
of the Consumer Report LexisNexis Products upon the request of e2Value or LexisNexis.
(viii) Public Records Products Services. For all LNRM Public Records products, exclusive of FCRA products
detailed herein, the following restricted license is conditionally granted. These products include Anti-Money Laundering
Solutions, Instant ID, Instant ID – CIP, LexisNexis RiskWise, other batch services, Risk Management Solutions,
ChargebackDefender, FraudDefender, RecoverScore, Onescore, and Accurint. These products are not provided by
“consumer reporting agencies,” as that term is defined in the FCRA, and do not constitute Consumer Reports.
Accordingly, (A) you certify that you will not use any of the information you receive through these Public Records
LexisNexis Products for any of the following purposes: (1) in establishing a consumer’s eligibility for credit or insurance
to be used primarily for personal, family or household purposes or in connection with the review or collection of an
existing credit account of a consumer; (2) for employment purposes; (3) in connection with a determination of a
consumer’s eligibility for a license or other benefit granted by a government agency; or (4) as a potential investor or
servicer, or current insurer, in connection with a valuation of, or assessment of credit or prepayment risks associated with,
an existing credit obligation; (B) You may use, except as otherwise prohibited by these terms and conditions, information
received through these Public Records LexisNexis Products for the following purposes: (1) to verify or authenticate an
individual’s identity; (2) to prevent or detect fraud or other unlawful activity; (3) to locate an individual; (4) to review the
status of a legal proceeding; or, (5) to decide whether to buy or sell consumer indebtedness in a commercial transaction;
(C) Specifically, if you are using these Public Records LexisNexis Products in connection with collection of a consumer
debt on your own behalf, or on behalf of a third party, you shall not use these Public Records LexisNexis Products (1) to
revoke consumer credit; (2) to accelerate consumer payment terms or otherwise change such terms in a manner adverse to
a consumer; (3) including in prioritization and segmentation activities, use LNRM information for the purpose of
determining a consumer’s collectability; and (D) You shall not take any “adverse action,” as that term is defined in the
FCRA, or otherwise act in a manner that is contrary to a consumer’s interest unless the basis for doing so is information
you obtain from a source other than these Public Records LexisNexis Products.
(ix) Compliance with Law. You certify and warrant that you will comply with all applicable federal, state and local
statutes, regulations, and rules.
2. SECURITY. You acknowledge that the information available through the LexisNexis Products may include
personally identifiable information and it is your obligation to keep all such accessed information secure. Accordingly, if
you access personally identifiable information, you shall (a) restrict access to LexisNexis Products to those employees
who have a need to know as part of their official duties; (b) ensure that none of your employees shall (i) obtain and/or use
any personally identifiable information from the LexisNexis Products for personal reasons, or (ii) transfer any personally
identifiable information received through the LexisNexis Products to any party except as permitted hereunder or as
71461533.5
required by law; (c) immediately notify e2Value to deactivate the user identification number of any employee who no
longer has a need to know and terminated employees on or prior to the date of termination; (d) keep all user identification
numbers confidential and prohibit the sharing of user identification numbers; (e) in addition to any obligations contained
herein, take all commercially reasonable measures to prevent unauthorized access to, or use of, personally identifiable
information through the LexisNexis Products or data received therefrom, whether the same is in electronic form or hard
copy, by any person or entity; (f) unless required by law, purge all personally identifiable information received through
the LexisNexis Products and stored electronically or on hard copy by you within 90 days of initial receipt or expiration
retention period required by law; (g) be capable of receiving personally identifiable information available through the
LexisNexis Products where the same are provided utilizing so-called ‘secure socket layer’, or such other means of secure
transmission deemed reasonable by LexisNexis; and (h) not access and/or use personally identifiable information through
the LexisNexis Products via mechanical, programmatic, robotic, scripted or other automated search means, other than
through batch or machine-to-machine applications approved by LexisNexis or e2Value.
3. PERFORMANCE. LexisNexis will use reasonable efforts to deliver the LexisNexis Products requested by you
and to compile information gathered from selected public records and other sources used in the provision of the
LexisNexis Products; provided, however, that you accept all information "AS IS." You acknowledge and agree that
e2Value and LexisNexis obtain their data from third-party sources, which may or may not be completely thorough and
accurate, and that you shall not rely on e2Value or LexisNexis for the accuracy or completeness of information supplied
through the LexisNexis Products. You understand that you may be restricted from accessing certain LexisNexis
Products. e2Value and LexisNexis reserve the right to add materials and features to, and to discontinue offering any of
the materials and features that are currently a part of, the LexisNexis Products.
4. WARRANTIES/LIMITATION OF LIABILITY. Neither e2Value nor LexisNexis, nor either of their
respective subsidiaries and affiliates, nor any third-party data provider (for purposes of indemnification, warranties, and
limitations on liability, e2Value, LexisNexis, their subsidiaries and affiliates, and their data providers are hereby
collectively referred to as “Provider”) shall be liable to you (or to any person claiming through you or to whom you may
have provided data from the LexisNexis Products) for any loss or injury arising out of or caused in whole or in part by
any Provider’s acts or omissions in procuring, compiling, collecting, interpreting, reporting, communicating, or delivering
the LexisNexis Products. If, notwithstanding the foregoing, liability can be imposed on any Provider, then you agree that
the aggregate liability of any Provider for any and all losses or injuries arising out of any act or omission of such Provider
in connection with anything to be done or furnished under this Agreement, regardless of the cause of the loss or injury,
and regardless of the nature of the legal or equitable right claimed to have been violated, shall never exceed $100.00.
You covenant and promise that you will not sue any Provider for an amount greater than such sum even if you and/or
third parties were advised of the possibility of such damages and that you will not seek punitive damages in any suit
against any Provider. Each Provider hereby disclaims any warranty, express or implied, with respect to the LexisNexis
Products provided hereunder; provided, however, that LexisNexis does hereby warrant that LexisNexis has complied
with the law and applicable third-party data provider contracts in providing the LexisNexis Products. The Providers do
not guarantee or warrant the correctness, completeness, merchantability, or fitness for a particular purpose of the
LexisNexis Products or information provided therein. In no event shall any Provider be liable for any indirect, incidental,
consequential or special damages (including but not limited to damages to business reputation, lost business or lost
profits), however arising, incurred by you from receipt or use of information delivered hereunder or the unavailability
thereof.
5. INDEMNIFICATION. You hereby agree to protect, indemnify, defend, and hold harmless the Providers from
and against any and all costs, claims, demands, damages, losses, and liabilities (including attorneys' fees and costs)
arising out of or relating to the use, disclosure, sale or transfer of any information received by you (or any third party
receiving such information from or through you) furnished by or through any Provider.
6. AUDIT. You understand and agree that in order to ensure compliance with the GLBA, DPPA, other similar
state or federal laws, regulations or rules, regulatory agency requirements, these terms and conditions, and e2Value’s and
LexisNexis’s obligations under their contracts with their data providers, e2Value or LexisNexis may conduct periodic
reviews of your use of the LexisNexis Products and may, upon reasonable notice, audit your records, processes and
procedures related to your use, storage and disposal of LexisNexis Products and information received therefrom. You
agree to cooperate fully with any and all audits. Violations discovered in any review and/or audit will be subject to
71461533.5
immediate action including, but not limited to, suspension or termination of the license to use the LexisNexis Products,
reactivation fees, legal action, and/or referral to federal or state regulatory agencies.
71461533.5
ATTACHMENT II TO ACCESS AND USE TERMS AND CONDITIONS: MICROSOFT TERMS
Microsoft Virtual Earth Map Control and MapPoint Web Service End User
This document was last updated October, 2008
Terms of Use
AGREEMENT BETWEEN YOU AND MICROSOFT CORPORATION
IMPORTANT - READ CAREFULLY BEFORE USING THIS WEB SITE OR APPLICATION. BY USING THIS WEB SITE
OR APPLICATION, YOU AGREE WITH THESE TERMS OF USE.
The Microsoft Virtual Earth Map Control and MapPoint Web Service consists of mapping and related services
provided by Microsoft Corporation, One Microsoft Way, Redmond, Washington 98052 or its affiliates
("Microsoft"). These Terms of Use apply to the Virtual Earth Map Control and MapPoint Web Service and do
not apply to the content of third parties offering services using the Virtual Earth Map Control and MapPoint
Web Service. The Virtual Earth Map Control and MapPoint Web Service is offered to you conditioned on your
acceptance without modification of the Terms of Use. Your use of the Virtual Earth Map Control and MapPoint
Web Service constitutes your agreement to all provisions of these Terms of Use.
MODIFICATION OF THESE TERMS OF USE
Microsoft reserves the right to change the Terms of Use under which the Virtual Earth Map Control and
MapPoint Web Service is offered, including the right to add new terms. You are responsible for regularly
reviewing the terms, conditions and notices of these Terms of Use, and any modified or additional terms,
conditions or notices that may be included on or with any content available on the Virtual Earth Map Control
and MapPoint Web Service. Your continued use of the Virtual Earth Map Control and MapPoint Web Service
constitutes your agreement to all such terms, conditions and notices.
SCOPE OF PERMITTED USE
Virtual Earth Map Control and MapPoint Web Service is for your individual use, solely for internal use by you
for your business, or for your own personal use. You may not modify, copy, distribute, transmit, display,
perform, reproduce, publish, license, create derivative works from, sublicense, transfer, assign, rent, sell or
otherwise convey any information, software, products or services obtained from the Virtual Earth Map Control
and MapPoint Web Service without the prior written consent from Microsoft.
You may not disassemble, decompile or otherwise reverse engineer all or any portion of the Virtual Earth Map
Control and MapPoint Web Service or the Content. You acknowledge that the Virtual Earth Map Control and
MapPoint Web Service, including the Content, is subject to applicable export control laws and regulations of
the United States. You agree not to export or re-export the Virtual Earth Map Control and MapPoint Web
Service, including the Content, directly or indirectly, to any countries that are subject to U.S. export
restrictions.
LINKS TO THIRD PARTY SITES
Virtual Earth Map Control and MapPoint Web Service may contain links to third party Web sites ("Linked
Sites"). The Linked Sites are not under the control of Microsoft and Microsoft is not responsible for the
contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or
updates to a Linked Site. Microsoft is not responsible for webcasting or any other form of transmission
received from any Linked Site nor is Microsoft responsible if the Linked Site is not working appropriately.
Microsoft is providing these links to you only as a convenience, and the inclusion of any link does not imply
endorsement by Microsoft of the site or any association with its operators. You are responsible for viewing
and abiding by the privacy statements and terms of use posted at the Linked Sites.
Any dealings with third parties (including advertisers) included within the Virtual Earth Map Control and
MapPoint Web Service, or participation in promotions, including the delivery of and the payment for goods
and services, and any other terms, conditions, warranties or representations associated with such dealings or
promotions, are solely between you and the advertiser or other third party. Microsoft shall not be responsible
or liable for any part of any such dealings or promotions.
NO UNLAWFUL OR PROHIBITED USE
As a condition of your permitted use of the Virtual Earth Map Control and MapPoint Web Service, you will not
71461533.5
use the Virtual Earth Map Control and MapPoint Web Service for any purpose that is unlawful or prohibited by
these Terms of Use. You may not use the Virtual Earth Map Control and MapPoint Web Service in any manner
that could damage, disable, overburden, or impair the Virtual Earth Map Control and MapPoint Web Service
(or the network(s) connected to the Virtual Earth Map Control and MapPoint Web Service) or interfere with
any other party's use and enjoyment of the Virtual Earth Map Control and MapPoint Web Service. You may
not attempt to gain unauthorized access to the Virtual Earth Map Control and MapPoint Web Service, other
accounts, computer systems or networks connected to the Virtual Earth Map Control and MapPoint Web
Service, through hacking, password mining or any other means. You may not obtain or attempt to obtain any
materials or information through any means not intentionally made available through the Virtual Earth Map
Control and MapPoint Web Service by Microsoft.
LIABILITY DISCLAIMER
THE INFORMATION, CONTENT AND SERVICES INCLUDED IN OR AVAILABLE THROUGH VIRTUAL EARTH MAP
CONTROL AND MAPPOINT WEB SERVICE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS.
CHANGES ARE PERIODICALLY MADE TO VIRTUAL EARTH MAP CONTROL AND MAPPOINT WEB SERVICE AND
TO THE INFORMATION THEREIN. MICROSOFT AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE
IMPROVEMENTS AND/OR CHANGES IN VIRTUAL EARTH MAP CONTROL AND MAPPOINT WEB SERVICE AT ANY
TIME, WITHOUT NOTICE. THE USER ASSUMES ALL RISK OF USE.
MICROSOFT AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY,
RELIABILITY, AVAILABILITY, TIMELINESS, LACK OF VIRUSES OR OTHER HARMFUL COMPONENTS AND
ACCURACY OF THE INFORMATION, CONTENT, SERVICES AND RELATED GRAPHICS CONTAINED WITHIN
VIRTUAL EARTH MAP CONTROL AND MAPPOINT WEB SERVICE FOR ANY PURPOSE. ALL SUCH INFORMATION,
CONTENT, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND.
MICROSOFT AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS
WITH REGARD TO THIS INFORMATION, CONTENT, SERVICES AND RELATED GRAPHICS, INCLUDING ALL
IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
WORKMANLIKE EFFORT, TITLE AND NON-INFRINGEMENT.
YOU SPECIFICALLY AGREE THAT MICROSOFT SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS TO
OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT
SENT OR RECEIVED, OR ANY TRANSACTIONS ENTERED INTO THROUGH VIRTUAL EARTH MAP CONTROL AND
MAPPOINT WEB SERVICE. YOU SPECIFICALLY AGREE THAT MICROSOFT IS NOT RESPONSIBLE OR LIABLE
FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OF ANY
OTHER PARTY OR ANY INFRINGEMENT OF ANOTHER'S RIGHTS, INCLUDING INTELLECTUAL PROPERTY
RIGHTS. YOU SPECIFICALLY AGREE THAT MICROSOFT IS NOT RESPONSIBLE FOR ANY CONTENT SENT USING
AND/OR INCLUDED IN VIRTUAL EARTH MAP CONTROL AND MAPPOINT WEB SERVICE BY ANY THIRD PARTY.
IN NO EVENT SHALL MICROSOFT AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE,
INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY
CONNECTED WITH THE USE OR PERFORMANCE OF VIRTUAL EARTH MAP CONTROL AND MAPPOINT WEB
SERVICE, WITH THE DELAY OR INABILITY TO USE VIRTUAL EARTH MAP CONTROL AND MAPPOINT WEB
SERVICE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY
INFORMATION, CONTENT, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH VIRTUAL EARTH MAP
CONTROL AND MAPPOINT WEB SERVICE, OR OTHERWISE ARISING OUT OF THE USE OF VIRTUAL EARTH MAP
CONTROL AND MAPPOINT WEB SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT
LIABILITY OR OTHERWISE, EVEN IF MICROSOFT OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE
POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR
LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY
NOT APPLY TO YOU.
GENERAL
Proceedings based upon or relating to these Terms of Use to the same extent and subject to the same
conditions as other business documents and records originally generated and maintained in printed form.
COPYRIGHT AND TRADEMARK NOTICES
All contents that is made available or generated to view and/or download in connection with the Virtual Earth
71461533.5
Map Control and MapPoint Web Service, including, without limitation, maps and directions ("Content") is
owned by and is: Copyright (c) 1996 - 2004 Microsoft Corporation and/or its suppliers, One Microsoft Way,
Redmond, Washington 98052-6399 U.S.A. and is protected by copyright laws and international treaty
provisions. All rights reserved. Reproduction of any MapPoint.NET content is strictly prohibited. Permission to
use the Virtual Earth Map Control and MapPoint Web Service content and related graphics and other material
is subject to these Terms of Use.
TRADEMARKS
Microsoft, the Virtual Earth Map Control and MapPoint Web Service, MapPoint, Visual Studio, Visual Basic,
Visual C# and/or other Microsoft products and services referenced herein may be either trademarks or
registered trademarks of Microsoft. The names of actual companies and products mentioned herein may be
the trademarks of their respective owners.
Any example companies, organizations, products, domain names, e-mail addresses, logos, people, places and
events depicted in the Virtual Earth Map Control and MapPoint Web Service are fictitious. No association with
any real company, organization, product, domain name, e-mail address, logo, person, places or events is
intended or should be inferred.
Any rights not expressly granted herein are reserved.
NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement
should be sent to Service Provider's Designated Agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING
PROCEDURE WILL RECEIVE NO RESPONSE.
Service Credits
Service Credits1
Copyright © 1988-2004 Microsoft Corp. and/or its suppliers. All rights reserved.
© Copyright 2003 by Geographic Data Technology, Inc. All rights reserved.
Mapping data © 2003 NAVTEQ. All rights reserved. This data includes information taken with permission from
Canadian authorities © Her Majesty the Queen in Right of Canada.
© 1993-2003 NAVTEQ All rights reserved. Based upon Ordnance Survey electronic data and used with the
permission of the Controller of Her Majesty's Stationery Office ©Crown Copyright, 1995. Controllato ai sensi
della legge N.68 del 2/2/1960. Nulla-osta I.G.M. alla diffusione N.173 del 26/4/2000,La Banca Dati Italiana é
stata prodatta usando quale riferimento anche cartographia numerica ed al tratto prodotta e fornita dalla
Regione Toscana. Topografische Grundlage: ©Bundesamt für Landestopographie. Información geográphica
propiedad del CNIG. Source: Géoroute® IGN France & BD Carto® IGN France. Die Grundlagendaten wurden
mit Genehmigung der zuständigen Behörden entnommen.
71461533.5
ATTACHMENT III TO ACCESS AND USE TERMS AND CONDITIONS: DATAQUICK TERMS
DataQuick Terms and Conditions
You have elected to use certain data elements and other products (the “DataQuick Licensed
Information”) provided by DataQuick Information Systems, Inc. (“DataQuick”). Accordingly,
in addition to (and not in lieu of) the terms and conditions applicable to your use of e2Value,
Inc. products and services, the following terms and conditions shall apply to your use of the
DataQuick Licensed Information. If you do not agree to these terms and conditions, you may
not use the DataQuick Licensed Information.
Subject to your continued compliance with all applicable terms and conditions, including
the payment of all applicable fees, you are granted, during the term of your agreement with
e2Value, a non-exclusive, non-transferable, non-assignable (by merger, sale, change of control,
operation of law or otherwise) license to use the Licensed Information in the following manner:
A. You shall use the Licensed Information for your own internal purposes only;
B. You shall not use the Licensed Information for reproduction, sale, publication or
any other use in relation to any product or service to be provided to any third party, or any other
commercial exploitation;
C. You shall acquire no proprietary rights in or to the Licensed Information or in any
data contained therein, which rights remain in e2Value, DataQuick and its and their data
suppliers;
D. You shall not disclose or provide the Licensed Information to any affiliates, parent
organization, subsidiaries, consultants, shareholders, agents, third parties or any persons within
its organization, if they do not have a need to know for the purposes permitted in this agreement
or are otherwise covered under this agreement;
E. You acknowledge that the Licensee Information and the data contained therein is
sourced from public documents or statistical calculations, is provided on an “as is, as available”
basis with all faults and defects, and e2Value, DataQuick and its and their data suppliers do not
make any warranties, express or implied, including without limitation, those of merchantability
and fitness for a particular purpose, nor is the data supplier responsible for errors, omissions,
miscalculations, or misrepresentations of eValue;
F. You acknowledge that the Licensed Information is proprietary information of
e2Value, DataQuick and its and their data suppliers, under copyright, and has been furnished to
you in trust. You acknowledge that the information is a valuable commercial product, the
development of which has involved the expenditure of substantial time and money. You will
issue appropriate instructions to all of your employees having access to the Licensed Information
concerning the restrictions contained herein, and shall initiate reasonable security measures to
prevent the accidental or otherwise unauthorized use or release of the Licensed Information, with
particular respect to consumer information that is or may be considered “sensitive”, such as
financial or personally identifiable information including but not limited to owner name,
71461533.5
mortgage values, sale amounts, estimated property values, real estate loan information, default,
and foreclosure information, as related to a named individual owner;
G. You shall not use the Licensed Information for credit reporting, employment
purposes, illegal activities including sexual products or services, drugs, pornographic, weapons
or credit repair or title insurance purposes, including, but not limited to policies, abstracts of title,
or commitments;
H. Any use of the Licensed Information by you shall be at your own risk, and you
hereby agree to indemnify e2Value, DataQuick and its and their data suppliers and licensors with
respect thereto. In no event shall e2Value, DataQuick or its or their data suppliers or licensors be
responsible for any errors, omissions, miscalculations, or misrepresentations of value;
I. e2Value, DataQuick and its and their data suppliers are not responsible for any
damages including, but not limited to, those incurred as a result of lost profits or revenue, loss of
use of the Licensed Information, loss of the Licensed Information or the cost of recovering the
Licensed Information, the cost of any substitute data, or claims by third parties, or for other
similar costs. In no event shall e2Value, DataQuick or its or their data suppliers be liable for any
damages resulting from your inability or failure to access any web site.
J. You acknowledge that certain states and federal regulatory bodies have enacted
laws which place restrictions upon marketing activities including, but not limited to, use of
public record information in connection with mortgage lending or other financial services mail
marketing, or permitting a telephone customer to give public notice that such customer does not
wish to receive sales solicitation telephone calls. e2Value, DataQuick and its and their data
suppliers disclaim any warranty, express or implied, that the real property information is free
from any consumer information that may give rise to a privacy claim.
K. Except as specifically set out in this agreement, no license or right in or to any
Licensed Information, or any other technology, patent, patent application, trade marks, trade
names or other trade identifier owned by or vested in e2Value, DataQuick or its or their data
suppliers is granted to you under this agreement.
L. e2Value, DataQuick and its and their data suppliers and their respective designees
shall have the right, from time to time upon thirty (30) business days notice, to review and audit
your files, books, records, processes, and controls related to the use and fees due of the Licensed
Information.
71461533.5
ATTACHMENT IV TO ACCESS AND USE TERMS AND CONDITIONS: DATAQUICK TERMS
FIS Data Services, Inc. Terms and Conditions
You have elected to use certain data elements and other products (the “FIS Licensed
Information”) provided by FIS Data Services, Inc. (“FIS”). Accordingly, in addition to (and
not in lieu of) the terms and conditions applicable to your use of e2Value, Inc. products and
services, the following terms and conditions shall apply to your use of the FIS Licensed
Information. If you do not agree to these terms and conditions, you may not use the FIS
Licensed Information.
Prohibited Uses. You agree that you will not sell, give or otherwise transfer the FIS Licensed Information
to any person, firm or corporation whose direct use of the FIS Licensed Information, you know or
reasonably should know is intended to result in the issuance of policies of title insurance or intended to be
used to render a legal opinion.
FIS Intellectual Property Rights. FIS owns, or has a right to, and expressly retains, all rights and interest
in and to all processes, programs, software, know-how, agreements, patents, trademarks, trade secrets,
licenses, designs and other similar intellectual property applicable to the FIS products and services
(collectively, the “FIS Intellectual Property Rights”). You acknowledge that all rights, title and interest in
and to the FIS Intellectual Property Rights are held exclusively by FIS. You agree that you will not
acquire, attempt to acquire or assert any right, title or interest in or to, or appropriate for your own use, any
of the FIS Intellectual Property Rights.
Warranties: The FIS Licensed Information is provided on an “AS IS’; “AS AVAILABLE” basis and FIS
does not guarantee the accuracy or reliability of such information. FIS AND e2VALUE EXPRESSLY
DISCLAIM ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY FIS OR ANY OF ITS
EMPLOYEES OR REPRESENTATIVES SHALL CREATE A WARRANTY.
Limitation of Liability: NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT,
UNDER NO CIRCUMSTANCES WILL FIS OR e2VALUE HAVE ANY OBLIGATION OR LIABILITY
TO YOU FOR ANY CLAIM, INJURY, OR DAMAGE RELATING TO, ARISING OUT OF, OR
RESULTING FROM THE INACCURACY OF THE INFORMATION USED TO COMPILE THE FIS
LICENSED INFORMATION. NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT, UNDER NO CIRCUMSTANCES WILL FIS OR e2VALUE HAVE ANY OBLIGATION
OR LIABILITY TO YOU FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, REGARDLESS
OF HOW SUCH DAMAGES ARISE AND OF WHETHER OR NOT FIS OR e2VALUE WAS ADVISED
SUCH DAMAGES MIGHT ARISE. YOUR EXCLUSIVE REMEDY REGARDING DEFECTS IN FIS
LICENSED INFORMATION SHALL BE TO HAVE FIS CORRECT SUCH DEFECT AND PROVIDE
SUCH CORRECTED REPORTS TO E2VALUE FOR DELIVERY TO YOU TO THE EXTENT THAT
THE DEFECT IS CORRECTABLE OR CREDIT TO E2VALUE THE AMOUNT PAID FOR SUCH
REPORT TO BE APPLIED TO FUTURE QUERIES.
Unenforceability. If the limitation of liability set forth above is held to be unenforceable, FIS’ liability for any
claim or cause of action, whether based in contract, tort or otherwise, that arises under or is related to this
Agreement, including but not limited to errors in the FIS Licensed Information, shall be limited to your direct
damages, actually incurred, which under no circumstances shall exceed in the aggregate the fees paid by
e2Value to FIS for FIS Licensed Information delivered to you during the six months preceding the acts giving
rise to the damages.