Additional Service Terms

Collateral360® (Rev 2-28-22)

1. Overview.  Collateral360® is the Service which is a web-based internet application that: 1) provides clients with easy access to property information from Provider’s database of federal, state, local and tribal environmental records; 2) allows client to monitor properties for changes in environmental conditions; 3) provides the option of configuring client’s policy(s) into the application; and 4) provides the option to procure and manage transactional reports through third party vendors. The Service is made available at Provider’s  www.collateral360.com website (the “Site”). 

        Service Features include:

        STANDARD COLLATERAL360 CONFIGURATION

        • Policy Configurator Setup

        • Environmental Screen Setup

        • Procurement System Setup

        • Implementation & Training

2. Procurement Services.   To the extent Client uses the Service and the Site for facilitation of soliciting bids from Third Party Providers for the Third Party Services, document exchanges with the Third Party Providers and invoicing from the Third Party Providers. Client represents and warrants it shall not direct any Third Party Provider to go outside of the Service and Site to deliver invoices or any deliverable related to the Third Party Services.
3. Provider Reports. In connection with Client’s use of the Service and the Site, Client may order certain reports from Provider which reports contain environmental and real estate information (collectively, the “Provider Reports”).  With respect to such Provider Reports:
   1. Client may modify the Provider Reports, provided (i) Client specifically notes on the applicable Provider Report that the modifications, if any, were the sole work of Client (by way of example, Client may paste onto an aerial map provided by Provider arrows, circles or other devices to show the location of various sites), and (ii) Client may not make any edits to modify, move, remove, edit or obscure any disclaimers, limitations of liability, trademark notices, copyright notices or trademark or copyright symbols in any Provider Report. Client agrees that Provider shall not be liable or responsible for any modifications made by Client and Client shall indemnify, defend and hold Provider harmless for any claims, costs or damages suffered by Provider arising out of or related to any such modifications.
   2. Each Provider Report is provided on a one-time use only and no updates will be provided to any Provider Report.
   3. Client acknowledges that the Provider Reports are proprietary to Provider, contain copyrighted material and valuable trade secrets of Provider. All rights of Provider in the Provider Reports are reserved.
   4. Client may use Provider reports solely for its internal business purposes or to provide its clients with environmental or property condition reports containing information derived from the Provider Reports as part of Client’s regular business operations. Client shall use Provider Reports, and all data and information derived from Provider Reports in compliance with all laws. Except as specifically permitted herein, Client shall not copy, sell, transfer, rent, lease, license, assign, publish, distribute, disseminate, place on any Internet site, allow access to or convey any portion of any Provider Report. Client shall not use the Provider Reports to compete with any products or services offered by Provider or any of its affiliates. Without limiting the foregoing, Client shall not use Provider Reports to create a database of environmental information, real estate information or property condition information for itself or for any third party.
   5. The information and data provided in the Provider Reports was obtained for a variety of public and other sources reasonably available to Provider. It cannot be concluded from any Provider Report that coverage information for the target and surrounding properties does not exist from other sources. Each Provider Report is provided on an “AS IS”, AS AVAILABLE” basis. NO WARRANTY EXPRESSED OR IMPLIED, IS MADE WHATSOEVER IN CONNECTION WITH ANY PROVIDER REPORT. PROVIDER SPECIFICALLY DISCLAIMS THE MAKING OF ANY SUCH WARRANTIES, INCLUDING WITHOUT LIMITATION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. Any analyses, estimates, rating or risk codes provided in any Provider Report are provided for illustrative purposes only, and are not intended to provide, nor should they be interpreted as providing any facts regarding, or prediction or forecast of, any environmental risk for any property. Only a Phase I Environmental Site Assessment performed by an environmental professional can provide information regarding the environmental risk for any property. No Provider Report is a replacement for a site or building inspection. No Provider Report provides information pertaining to the interior of the target property such as, but not limited to: mold, asbestos, lead, radon or other issues. Additionally, the information provided in any Provider Report is not to be construed as legal advice.
4.  Third Party Reports. In connection with Client’s use of the Service and the Site, Client may order certain reports from Third Party Providers (“Third Party Reports”).  Client shall use Third Party Reports solely at its own risk. Provider is not responsible for, shall have no liability for, and makes no representations or warranties with respect to any Third Party Reports, the actions of any Third Party Provider, or the handling of Client’s information or data. Client acknowledges and agrees that prior to entering an order for certain Third Party Reports, Client may be required by the applicable Third Party Provider to enter into an agreement with the applicable Third Party Provider or agree to terms and conditions provided by the Third Party Provider through the Service and the Site (collectively, “Third Party Terms”).  Provider shall have no duties, obligations or liabilities under any such Third Party Terms, and no such Third Party Terms shall be deemed to be a part of or incorporated into the Agreement. Provider, in its sole discretion, may remove any Third Party Providers from the Service, including Third Party Providers that Client added or requested to be added to the Service.

VALUATION (Rev 2-28-22)

1. Overview. “Valuation” is the Service which is Provider’s proprietary hosted software workflow and benchmarking platform or web application.
2. Additional Definitions.
   1. “Benchmark Data” means anonymized statistical data compiled by Provider and its Affiliates and accessible through the Service.
   2. “Job” means an assignment for a valuation report which assignment was either (i) created by Client in the Service, or (ii) created by a third party in the Service or otherwise imported into the Service (for example through RIMS® or Collateral360®), and which Client (X) clicks the “start research” (or similar) button within the Service. or (Y) initiates “research” through the API.
3. Permitted Use. Client may use the Service solely for internal business purposes in connection with performing and completing valuation projects for Client’s customers for a particular specific property.  Client shall not provide access to or use of the Service by any of its Affiliates or any third party; provided that for any individual valuation report that Client may generate for its customer, Client may include an insubstantial amount of Provider Data specifically related to the property that is the subject of the valuation report (but for purposes of clarification, may not include any Benchmark Data).
4. Termination for Non-Use. In addition to Provider’s termination rights in the Agreement, Provider shall have the right to terminate the Agreement upon written notice to Client in the event that no Job has been created in or imported into the Service for a period of ninety (90) consecutive days.
5. Additional Restrictions. Client will not, and will not permit any third-party, including any User, to
   1. use the Service (including any of the Provider Data and other data and information contained in or retrieved from the Service) to create, publish, enhance, or display any database, compilation or directory;
   2. use the Service (including any of the Provider Data and other data and information contained in or retrieved from the Service): (A) for directing marketing or telemarketing purposes; (B) for purposes of any vehicle navigation system providing turn by turn directions; (C) as a factor in establishing a Consumer’s eligibility for credit; (D) in connection with underwriting individual insurance; (E) to evaluate a consumer for employment purposes; (F) for any tenancy verification or in connection with any application to rent real property; (G) as a factor in determining an individual’s eligibility for a license or other benefit that depends on an applicant’s financial responsibility or status; (H) in connection with any information, service or product sold or delivered to a Consumer that constitutes or is derived in substantial part from a Consumer Report (as bother terms are defined by the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.) (“FCRA”); (I) for any other purpose authorized under section 604 of the FCRA; or (J) to solicit any Consumer (and Client shall not make public the name, address, e-mail address, telephone number or other information about an individual Consumer which may have been included in any of the Provider Data or any other data and information contained in or retrieved from the Service);
   3. intentionally disguise the origin of any Input Data or any other information, data, text, software, music, sound, photographs, images, graphics, video, messages or other content posted on or transmitted through the Service;
   4. use the report writing functionality of the Service to create reports on projects which are not Jobs; or
   5. publish, post, upload or otherwise transmit any Input Data or any other data, information or other materials via the Service that (A) contains any malicious code, viruses, worms, time bombs, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another; (B) contains any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, or hateful; (C) contains sexually explicit, pornographic, or violent material; (D) promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (E) misappropriates, violates or infringes any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person; (F) is known or, with the exercise of reasonable effort, should be known to be false, misleading or otherwise unreliable; (G) Client does not have a right to transmit under any law, contractual obligation (i.e., nondisclosure agreement) or fiduciary duty; (H) contains unauthorized advertising, promotional, “junk mail,” spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; (I) contains software viruses or any other computer code, files or programs designed to interrupt, modify, damage, improperly access, disable, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or (J) promotes any illegal activity, or advocates, promotes, or assists any unlawful act.

Provider may remove from the Service, any Input Data or any other data, information or other materials via the Service, which in the reasonable opinion of Provider is in breach of clause (v) above.

6. Acknowledgement. Client acknowledges and agrees that Provider is not an appraisal management company or a valuation company nor does Provider engage in appraisal management or valuation services.  the Service performs the functions defined by Client with all actions under Client’s direct control.

1. Overview.  As used in herein, the term “PARCEL Software” is the Service that is collectively, the online property due diligence software technology platform that is made available at the parcelplatform.com web site (the “Site”) and (i) all page layouts, software programming code, tables, system architecture, databases and web site features and functionalities related thereto, (ii) all Feedback, and (iii) all copyright, trade secret, patent, trademark and other proprietary rights in the foregoing. Provider reserves the right to revise and modify the PARCEL Software and the Site, release subsequent versions thereof and alter features, specifications, capabilities, functions and other characteristics of the PARCEL Software and the Site at any time without notice to Client provided that the functionality of the PARCEL Software or the Site will not materially decrease.  All services performed by Provider aside from those provided by the PARCEL Software, including, but not limited to, modifications or customizations of the PARCEL Software or reports, may be provided by Provider at an additional cost via a separate written agreement.

2.  Use Rights.  During the Term, Provider grants Client a non-exclusive, non-transferable limited right to access and use the PARCEL Software via the Site in accordance with the PARCEL Software’s documentation and the Agreement.  Client acknowledges and agrees that the PARCEL Software provides an online technology platform pursuant to which Client’s authorized users can transmit, store, access, view and otherwise exchange information and data that has been provided by Client or Client’s subcontractors and agents.  Given that the PARCEL Software is merely a platform via which such information and data may be exchanged, Client acknowledges and agrees that Provider is not responsible for and does not guarantee the accuracy or completeness of any information and/or data transmitted, stored, accessed, viewed or otherwise exchanged via PARCEL Software.  Either party may terminate access to the Site at time without notice.

3. Usage Data.  Client acknowledges Provider may from time to time prepare data products or reports regarding industry activity, by deriving trends and patterns from data gathered through use of PARCEL Software by Client and other users. Client acknowledges that, notwithstanding the other provisions of the Agreement, any such aggregate or derivative reports do not constitute Client Confidential Information as long as Client is not named in such reports and data revealed by the reports are not otherwise traceable to Client or its users.

 

CLIENTLOOK® (Rev 2-28-22)

1. Overview. ClientLook® is the Service which is Provider’s online collection, organization and storage by Client and the access and use by Users to their contact, activity, property, and deal information along with related data, files, web links, information, photographs, floor plans, maps, report, and other material. The Service may also include access to optional third party products or information for a separate additional fee. Provider assumes no liability for the use, pricing, or performance of these third party services.
2. Additional Restrictions.
   1. Client understands that the Service uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate the Service.
   2. Client shall not modify, adapt, reverse engineer, or hack the Service or modify another website so as to falsely imply that it is associated with the Service.
   3. Client acknowledges and agrees that the processing and electronic transmission of the Service, including Input Data, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) modifications to support the technical requirements of connecting networks or devices.
   4. The bandwidth associated with Client’s account must not exceed an acceptable bandwidth level as determined solely by Provider. If Client bandwidth significantly exceeds this level, then Client’s account may be immediately suspended and thereafter terminated.

 

RCM® PREMIUM PACKAGE AND RCM® STANDARD PACKAGE (Rev 9-1-22)

1. Overview. Provider has developed, administers, and maintains a marketing, asset management, and transaction management platform (the “Site”).  Provider also provides certain services to its clients in connection with clients’ use of the Site.  If Client desires to access and use some or all of the components of the Site for a Project (as defined below) and to receive the services set forth in the applicable Addendum (as defined below) for a Project (the “Project Services”) (all references to Services shall be deemed to include Project Services), Client will notify Provider and Client and Provider will negotiate in good faith an Addendum for such Project.  Upon Execution of an Addendum for a Project, Provider agrees to give Client such access to and use of the Site and to provide the Project Services to Client in each case for such Project and such Addendum, in all cases subject to the terms and conditions in the Agreement and the applicable Addendum.
2. Provider Databases. If Client has Provider Database as part of the RCM® Premium Package or elects to have it included in the Standard Package (including without limitation the Provider Principal Database and the Provider Broker Database) in connection with a Project, then during the term of the applicable Addendum (the “Limitation Period”) (i) Client will not list the Project for sale on or in any third party online auction sites (e.g., Auction.com) (collectively, “Auction Sites”) and (ii) Client will take down any such listing of the Project on any such Auction Site where the Project is listed as of the date of the applicable Addendum.  The term “Auction Site” shall not include any auction sites operated by Provider or approved by Provider in writing.

   In addition, if Client elects to use any Provider Database in connection with a Project, then Client agrees, both during and after the Limitation Period, that Client will not include any link, reference, instructions, or suggestion (direct or indirect) to or with respect to any Auction Site in any marketing materials, communications or correspondence related to the Project (including without limitation in any email correspondence).  Provider may block or refuse to send any materials, communications, or correspondence from or originating on the Site that does not comply with the foregoing.

   A breach of this Section by Client shall be a material breach of the Agreement and the applicable Addendum.

3. Fees and Payment Terms; Additional Services, Renewal Fees, Late Payment.

    In consideration for Client’s access to and use of the Site and receipt of the Project Services, Client shall pay to Provider the fees (“Fees”) set forth in the applicable Addendum. In the event that Client wishes to add additional services to an Addendum, Client shall contact Provider and Client and Provider will negotiate in good faith an amendment to the applicable Addendum.  Upon execution of the amendment to the Addendum, such additional services will be “Project Services” hereunder and in the applicable Addendum and Client shall pay the associated service fee for the additional Project Services and such additional fees will be “Fees”.  For any renewal of the term of an Addendum, Client shall be required to pay the renewal rate as described in the applicable Addendum.

   Client agrees to pay all Fees upon receipt of invoice.  For any payment not received by Provider within 30 days from the invoice date, Client agrees that any discounts offered by Provider under the applicable Addenda shall be revoked and Client shall pay a late fee of 1½ percent per month or the maximum rate permitted by applicable law (whichever is less) on the entire open balance of such applicable Addenda without discount.  Provider has the right to terminate the Agreement and all Addenda or suspend access to or use of the Site for all Projects, until payment is received on past due invoices.

4. Cancellations.  In the event of (i) cancellation of the Project Services under any Addendum or (ii) termination of the Agreement by Client for any reason or by Provider for breach by Client, Client agrees to pay the applicable cancellation fees based on the Provider’s Cancellation Fee Schedule in place at the time of cancellation.  Provider’s current cancellation policy as of the Effective Date can be found at www.RCM1®.com/cancellation.  Only written cancellation and/or modification notices sent via email directly to the attention of Provider’s Accounting Department at accounting@RCM1®.com will be accepted.
5. Proofreading and Proofs.  Proofreading of all materials, data, information and content posted on the Site by or for Client is the Client’s responsibility.  Provider is not responsible for errors prepared in or per Client’s approved proof or for changes not communicated to Provider in writing.  Client proofreading responsibility includes all materials produced independently, by a third party, or by Provider pursuant to the Agreement.  Provider is not responsible for printed content or printing errors.  If requested by Client, Provider and/or its service provider shall provide a proof.  Client shall make all corrections and return the document marked “O.K.” or “O.K. with corrections.” If Client desires revised proofs, Client must submit a written request when returning the proof.
6. Client Trademarks. Client may establish reasonable guidelines governing the use, display and distribution of the Client trademarks in the Input Data, provided that Client will provide such guidelines to Provider in writing and provided further that such guidelines are consistent with the terms in the Agreement and are compatible with the operation and use of the Site and performance of the Project Services.  All use, display and distribution of any Client trademarks in the Input Data shall inure to the benefit of Client.  Client acknowledges that if Client creates any settings, surveys, fields or functions in the Site or inputs, adds or exports any data in connection with its use of the Site, none of Provider or any of its affiliates or their respective agents, employees, officers, directors or employees shall have any liability or responsibility for any of such, including but not limited to, the loss, destruction, use by third parties, or misplacement of such Input Data, except to the extent caused by the gross negligence or willful misconduct of Provider. Client agrees that Provider’s obligation to store any Input Data obtained in the course of performance of the Agreement shall not extend beyond the term of the applicable Addendum.
7.  Additional Restrictions.  Client will not, and will not permit any third-party, including any User, to  publish, post, upload or otherwise transmit any Input Data or any other data, information or other materials via the Service that (a) contains any malicious code, viruses, worms, time bombs, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another; (b) contains any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, or hateful; (c) contains sexually explicit, pornographic, or violent material; (d) promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (e) misappropriates, violates or infringes any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person; (f) is known or, with the exercise of reasonable effort, should be known to be false, misleading or otherwise unreliable; (g) Client does not have a right to transmit under any law, contractual obligation (i.e., nondisclosure agreement) or fiduciary duty; (h) contains unauthorized advertising, promotional, “junk mail,” spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; (i) contains software viruses or any other computer code, files or programs designed to interrupt, modify, damage, improperly access, disable, destroy or limit the functionality of any computer software  or hardware or telecommunications equipment; or (j) promotes any illegal activity, or advocates, promotes, or assists any unlawful act.

 

BuildingFootPrintUSA® (Rev 2-28-22)

1.  Scope. Subject to Client’s compliance with the Agreement, including the payment of all required fees, Provider grants to Client a limited, non-exclusive, non-transferable right and license during the Term of the Agreement to use the Services solely for the Permitted Use. “Permitted Use” means the specific works, uses, purposes, end users, and industries expressly described on the Order Form.  Unless expressly stated otherwise on the Order Form, the Permitted Use is limited to internal geospatial mapping products, activities, and applications, and does not include any form of commercial use, distribution, publishing, sublicensing, modifying, reformatting, creation of derivative works, products, or databases, marketing or telemarking activities, models or algorithms, application programming interfaces, appraisal, title or other legal reporting, debt collection, insurance, use of personally identifiable information, legal services or products, extracting or otherwise modifying, processing, or removing data elements.
2. Additional Restrictions. Client shall have no right to resell, redistribute, or relicense any aspect of the Services. Any resale, redistribute, or relicense rights specifically require prior written approval from Provider.Client’s contractors, consultants, and agents that Client engage for the Permitted Use may use the Services in digital format as long as (a) these third parties’ use is only for the Permitted Use, (b) these third parties do not sell, license, or otherwise distribute the Services or any portion thereof, (c) these third parties must destroy any copies of the Services or portions thereof immediately upon termination or completion of their scope of work as related to the Permitted Use, (d) these third parties are not competitors of Provider, and (e) these third parties must abide by the terms of the Agreement.Without limiting the foregoing, Client agrees that Client shall in no event use any aspect of the Services other than for the Permitted Use.

SMARTFABRIC^SM (REV 9-1-22)

PACKAGES

SmartFabric Broadband	SmartFabric Standard	SmartFabric Core	SmartFabric Premium	SmartFabric Professional
SmartFabric℠ Broadband Bundle: SmartFabric℠ Broadband Bundle contains SmartFabric℠ Professional package and the SmartFabric℠ Broadband Add-on package. Used together they create a fully attributed dataset inclusive of parcel boundaries and centroids, building footprints, address points with sub-addresses, and tax & deed information; with identification of broadband serviceable locations, residential and business unit count, and more.	SmartFabric Standard is a foundational parcel dataset inclusive of parcel boundaries and centroids, situs address, and land use.	SmartFabric Core is a referential address fabric inclusive of parcel boundaries and centroids, building footprints, address points with sub-addresses, and land use.	SmartFabric Premium is a parcel dataset focused on the parcel boundary and centroids, attribution of the land including land use, ownership data, and tax & deed information.	SmartFabric Professional is a fully attributed dataset inclusive of parcel boundaries and centroids, building footprints, address points with sub-addresses, and tax & deed information.

ADD-ONS

Add-on Packages
SmartFabric – Transaction History – Nationwide – Add-on
SmartFabric – Transaction History – State – Add-on
SmartFabric – Broadband – Nationwide – Add-on
SmartFabric – Broadband for ISP – State – Add-on
SmartFabric – Broadband for Government – State – Add-on
SmartFabric – Builder Sites – Nationwide – Add-on
SmartFabric – Builder Sites – State – Add-on
SmartFabric – Opportunity Zone – Nationwide – Add-on
SmartFabric – Opportunity Zone – State – Add-on
SmartFabric – Zoning – Nationwide – Add-on
SmartFabric – Zoning – State – Add-on

USE CASES

The product description on Order Form shall include one of the following 3 use cases: Internal, External or OEM. The “Permitted Use” for each is defined below (in each case subject to the restrictions and other terms of the Agreement):

Internal:  Client may only use the Services for its internal business purposes.

External- Client may use the Services both internally as set forth above and in external facing geospatial mapping products, activities and applications.

OEM- For an OEM license grant, Provider and Client shall agree to a specific use case which shall be documented on the applicable Order Form under the heading “OEM Permitted Use”. If such use case is not provided in the Order Form, the use case shall default to an “Internal” as set forth above.

APIs

a.       SMARTFABRIC STANDARD – Parcels API.

b.       SMARTFABRIC CORE – Parcels API, Structures API, Address API. 

c.       SMARTFABRIC PREMIUM – Parcels API, Assessment API. 

d.       SMARTFABRIC PROFESSIONAL – Parcels API, Assessment API, Structures API, Addresses API.