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LEGAL

Additional Service Terms

The Additional Service Terms listed below govern the use of the Services and are an agreement between Client and Provider.  These Additional Service Terms are part of the Order Form and are incorporated into the Order Form as if fully set forth therein. These Additional Service Terms (as may be amended from time to time), together with any Order Form(s) and Master Services Agreement (as defined on the Order Form), form a binding agreement (the "Agreement") between Client and Provider.

Capitalized terms not defined herein have the meanings given to them in the Master Services Agreement.

PARCEL

PARCEL (Rev 05-11-26)

  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.
  1. 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.  Provider may terminate access to the Site at time without notice.
  1. 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.

COLLATERAL360®

Collateral360® (Rev 05-11-26)

  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 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.
    4. 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.

ENVIRONMENTAL AND PROPERTY DATA REPORTS

ENVIRONMENTAL AND PROPERTY DATA REPORTS (Rev 05-11-26)

    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 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.
    4. 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.
    5. Report Name: The following list are the names of environmental and property data reports produced by Provider and subject to this section.

      EDR Premium Package with Lightbox (NO GEO)
      Radius Atlas With Geo
      Zip Code Summary Report
      FirstSearch Fire Insurance Map Abstract Report
      FirstSearch Basic Package
      LienSearch/Chain of Title Addendum
      EDR Site Repor
      Neighborhood Env. Report
      FirstSearch Complete Package
      EDR Basic Package with Lightbox (NO GEO)
      Certified Sanborn Map Rpt (ordered with Radius Map, no coverage)
      FirstSearch Area/Linear Report with Topo
      EDR ZIP
      EDR Basic Package
      EDR A/C Georef Aerial Photo
      AuditCheck Facility
      FirstSearch Report
      FirstSearch Area/Linear Basic Package
      EDR 1940 Chain of Title
      AuditCheck Corp Fam Tree
      Custom Report
      EDR Basic Package Aerial/Topo
      EDR Lightbox Premium
      EDR Radius Map (NOGEO) with Lightbox
      Radius Map-No Geo
      EDR Standard Package
      EDR NEPACheck (with Package)
      FirstSearch Radius Screen
      FirstSearch Area/Linear Rural Package
      Hist. Oil/Gas Report
      WM Risk Sharing Evaluate
      BB&T Radius Map + PARCEL
      EDR Environmental Review Report
      EDR Lightbox Basic
      MTR Facility Report (coverage)
      EDR Custom Pkg (HMP,SMP,XCD)
      EDR Custom Pkg (RNG,SMP,XCD,XAP)
      Citizens Bank Pack RM/Sanborn
      EDR Premium Package w/Lien and AUL 1980
      EDR Basic Package with Parcel PCA and ESA
      EDR First Report
      FirstSearch Report w/ Lightbox
      FirstSearch Ultimate Package w/ Lightbox
      FirstSearch Basic Package w/ Lightbox
      Certified Sanborn Map Rpt (ordered with Radius Map, with coverage)
      EDR 1940 Chain of Title
      EDR Detail Corporate Env. Report
      EDR Area Study Hist. Topo Map
      Landmark Envirocheck Professional
      EDR Standard Package NoGeo
      Historical Topo Map
      EDR Property Tax Map Report
      FirstSearch Complete Package w/ Lightbox
      Certified Sanborn Map Rpt (no coverage)
      FirstSearch Area/Linear Report w/ Lightbox
      MacRAE's Industrial Dir
      OffSite Receptor Report
      EDR Environmental Lien and AUL Search
      Sanborn Maps Georef A/C
      FirstSearch Property PreScreen
      NEW Area Corridor Report
      FirstSearch Rural Package
      Sanborn Maps Area Study
      EDR Basic Package (CD, Aerial)
      Hist. Water Well Report
      WM Destination Report
      EDR Standard Package with Lightbox (NO GEO)
      EDR Building Permit Report
      AuditCheck Facility/Corp
      Air,Water, OSHA
      EDR Georef A/C Hist. Topo Map
      BB&T Basic Package + PARCEL
      EDR Basic Package Plus
      MTR Facility Report (search)
      CA Disclosure Report with Map
      FirstSearch Area/Linear Complete Package
      EDR Environmental Lien and AUL Search 1980
      Certified Sanborn Map Rpt (coverage)
      FirstSearch Area/Linear Report
      EDR Aerial Study Aerial Photo
      BB&T Standard Package
      EDR Premium Package (Premium w/o LBX w/ Fasttrack)
      EDR Radius Map (GEO) with Lightbox
      EDR Summary Report
      EDR Basic Package with Parcel ESA
      FirstSearch Report with Topo
      FirstSearch Area/Linear Ultimate Package w/Topo
      FirstSearch Area/Linear Basic Package w/Topo
      Landmark Envirocheck Basic
      EDR Basic Package NoGeo
      FirstSearch Area/Linear Rural Package w/Topo
      Well Search Report
      NJ Preliminary Assessment Package
      EDR Company PRP
      Radius Atlas - No Geo
      EDR Premium Package (Premium w/o LBX)
      LightBox City Directory Report
      GeoCheck Fed & State
      FirstSearch NEPA Addendum
      FirstSearch Rural Package w/ Lightbox
      EDR Basic Package PRE
      Radius Map With Geo
      EDR Lightbox Standard
      LightBox Live Application
      EDR NEPACheck
      FirstSearch Physical Setting Source Addendum
      EDR 1932 Chain of Title
      EDR Site PRP

  2. 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.
  3. 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.
  4. 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.

VALUATION

VALUATION (Rev 05-11-26)

  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; or
    4. use the report writing functionality of the Service to create reports on projects which are not Jobs.

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 this Section 5.

  1. 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.

LIGHTBOX VISION℠ (FORMERLY LANDVISION℠)

LIGHTBOX VISION (FORMERLY LANDVISIONSM) (Rev 05-11-26)

  1. Overview. LightBox Vision℠ (formerly LandVision℠)is the subscribed offering which is Provider’s map-based real estate application that provides real estate, government, and many other industries with comprehensive map-based property research, analysis, management, and presentation capabilities.
  2. Record Limitations. Client may not extract more than 30,000 property records per month without a separate data license and may not exceed use outside the geographic coverage areas set forth in the Order Form.
  3. Geographical Limitations. Client acknowledges and agrees that its license and subscription for this Service, and any add-ons, is limited solely to access and use of the Provider Data accessed through the Service solely from the jurisdictions specifically set forth on the Order Form. Client shall not access, use, store, distribute, or otherwise exploit any Provider Data from jurisdictions other than the jurisdictions specifically set forth on the Order Form. Any such use shall constitute a material breach of the Agreement.
  4. Additional User Licenses. During the Term, Client may request additional User licenses by submitting a written request (email is sufficient). Any such request shall be subject to Provider’s written approval. Upon approval, the Order Form shall be deemed automatically amended to reflect the increased number of User licenses for the remainder of the Term. It is expressly understood that while the number of User licenses may be increased during the Term, it may not be decreased. At the start of any renewal, Client shall be charged for each additional User license added during the prior Term at the then-current rate applicable for such Renewal Term.
  5. Geography Designation. If Client purchases a specified number of geographies but does not designate all applicable geographies at the time of execution of the Order Form, Client shall have the right to designate such geographies in writing (email being sufficient) within six (6) months from the date of renewal (as defined in the Agreement). If Client fails to provide such designation within this timeframe, Provider may, in consultation with Client, reasonably determine the applicable geography. For the avoidance of doubt, failure by Client to timely designate or reach agreement on the geography shall not entitle Client to any refund or credit with respect to the associated User licenses.

CLIENTLOOK®

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.

REPORT WRITER (FORMERLY NARRATIVE1)

REPORT WRITER (FORMERLY NARRATIVE1) (Rev 01-01-25)

  1. Overview. Report Writer is the Service which is Provider’s proprietary Software including the ingestion of the Input Data and the production of Output for Client.
  2. Additional Definitions.
    “Output” means the results of the Service (including access forms and reports) made available to Client via Service.
  3. Licensed Users & Equipment.
    1. Client may change Users from time to time; provided, however, that the total number of Users at any given time may not exceed the total number of Users specified on the Order Form; provided that at any time during the Initial Term or any Renewal Term, Client may request in writing to Provider an increase in the maximum number of Users. Upon approval of such increase by Provider, (i) the Order Form will be deemed to be amended to reflect the increased number of Users, and (ii) Client will be charged and will pay a pro-rated portion of the Fee applicable to such additional User for the remainder of such Initial Term or Renewal Term.  It is understood and agreed that the number of Users may be increased during the Initial Term or any Renewal Term but may not be decreased.  Upon commencement of any Renewal Term, with respect to each additional User who was added during the immediately preceding term, Client will continue to be charged for such additional User at Fee rate in effect for such Renewal Term.
    2. Client shall register each User with Provider prior to permitting such User to access or use the Service.
    3. Client may access the Service utilizing any browser that meets the compatibility requirements established by Provider from time to time.
  4. Support and Maintenance. Provider will provide Client with support and maintenance with regard to the Service as set forth in the Provider Service Level Agreement in effect from time to time, a copy of which can be found at https://lbrestaging.wpengine.com/customer-support/ (or its successor site).  Click on the link to “Provider Service Level ”

RCM® PREMIUM PACKAGE AND RCM® STANDARD PACKAGE

RCM® PREMIUM PACKAGE AND RCM® STANDARD PACKAGE (Rev 01-01-25)

  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. Client will sign an Onboarding Form that incorporates the Master Services Agreement located at: https://www.lightboxre.com/master-services-agreement/ (“MSA”).  If Client desires to access and use some or all of the components of the Site for a specific listing and to receive the services set forth in the applicable Addendum (“Project Services”) subject to the MSA (all references to Services shall be deemed to include Project Services). Client will notify Provider and Client and Provider will negotiate in good faith a separate document outlining the Project Services (“Addendum”).  Upon execution of an Addendum for Project Services, Provider agrees to give Client such access to and use of the Site and to provide the Project Services to Client.
  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 Services, then during the Term as defined in the applicable Addendum (i) Client will not list the Project Services 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 Services on any such Auction Site where the Project Services is listed as of the Addendum Effective Date as defined in 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 Services, then Client agrees, both during and after the Term, 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 Services (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 2 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 Project Services, 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 Addendum 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. Optional Transition Services. If “Subscription Transition Services” (defined below) are included on the Order Form then upon expiration of the Term, all Listings shall automatically and immediately be expired from the Site; provided that Client shall have the option of continuing those Listings on the Site where an email campaign has been initiated prior to the expiration of the Term (the “Subscription Transition Services”) for a period of six (6) months following expiration of the Term (the “Transition Period”) for the fees described below.  Such option shall not be available to Client in the event the Agreement was terminated by Provider pursuant to Section 2.2 or 2.3 of the Agreement.  Such option must be elected by Client by delivering written notice of such election to Provider not later than sixty (60) days prior to the expiration of the Term.

    All Subscription Transition Services as of the expiration of the Term shall be continued on the Site for the full Transition Period.  The Transition Period shall be in effect for six (6) months from the expiration of the Term.  

    Notwithstanding the foregoing, Client or any broker shall have the right to deactivate any Subscription Transition Services from the Site at any time (and once deactivated, a Subscription Transition Services may not be re-activated).   

    The fee for continuing the Subscription Transition Services in the Transition Period shall be calculated on a calendar monthly basis (the “Monthly Transition Fee”) as follows:  

    Fee =  Listings multiplied by $100  

    Where  

    Fee is the Monthly Transition Fee payable by Client  

    Listings is the total number of individual Subscription Transition Services which were active on the Site at any time during the immediately preceding calendar month  

    At the end of each calendar month of the Transition Period and at the end of the calendar month in which the Transition Period expires, Provider will prepare and deliver to Client an invoice for the Monthly Transition Fee for the calendar month.  Such invoice shall be payable in accordance with the terms of the Agreement. 

    The terms of the Agreement shall continue to apply during the Transition Period. 

CanMap®

CanMap® (Rev 2-28-22)

  1. Scope. Client’s use of CanMap® 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 CanMap®. Client’s contractors, consultants, and agents that Client engages for the permitted use set forth on the Order Form may use CanMap® in digital format as long as (a) these third parties’ use is only for such permitted use, (b) these third parties do not sell, license, or otherwise distribute CanMap® or any portion thereof, and (c) these third parties must destroy any copies of the CanMap® or portions thereof immediately upon termination or completion of their scope of work as related to such permitted use.

BuildingFootPrintUSA®

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.

SMARTPARCELS®

SMARTPARCELS® (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 applicable Order Form 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℠

SMARTFABRICSM (REV 04-27-26)

PACKAGES

SmartFabric Broadband SmartFabric Standard   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 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 - State - Add-on
SmartFabric - Transaction History - Nationwide - Add-on
SmartFabric – State – Archived Data – Add-On
SmartFabric – Nationwide – Archived Data – 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 - Zoning - Nationwide - Add-on
SmartFabric - Zoning - State - Add-on
SmartFabric - Points of Interest - Add-On
SmartFabric – LightBox True Owner – Nationwide – Add-On**
SmartFabric – LightBox True Owner – State – Add-On**
SmartFabric – LightBox Corporate Owner – Nationwide – Add-On**
SmartFabric– LightBox Corporate Owner – State – Add-On**

**Note: These add-on’s are subject to the specific additional terms for LightBox True Owner and/or LightBox Corporate Owner set forth below.

USE CASES

The product description in the Subscriptions section of an Order Form shall include either “Internal” or “Custom”. The “Permitted Use” for each use case shall be set forth in the Order Form (in each case subject to the restrictions and other terms of the Agreement).

Removal of Personal Information: Upon written request from Provider (which may be provided via email or in the application), Client shall promptly and securely delete any and all personal information provided by Provider and in possession or control of Client. Client shall confirm in writing the completion of such deletion within ten (10) business days of receiving the request, unless otherwise agreed upon in writing. This obligation applies regardless of the reason for the request and shall survive termination or expiration of the Agreement.

Application Programming Interfaces (“APIs”)

a.       SMARTFABRIC STANDARD – Parcels API.

b.       SMARTFABRIC PREMIUM – Parcels API, Assessment API. 

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

In addition to those APIs set forth herein, certain APIs may be made available through the LightBox Developer Portal and may be subject to additional or different terms, conditions, or usage limitations as specified in the applicable Order Form.

Map Tile: A map tile is defined as 256x256 pixel raster or image file that represents a specific geographic area at a particular zoom level. Twenty (20) Map Tile requests equal one (1) API Call for purposes of calculating API Calls.

RIMS

(Rev 03-20-24)

Overview: Real-Estate Information Management Services (“RIMS”) is an online service that enables real estate Clients to procure, manage and report on their due diligence reports.

Authorized Users. Client may, in its discretion, authorize any or all Client personnel to access and use the Services, as well as independent contractors engaged by Client to access and use the Services on behalf of Client (“Third-Party Users”). Client shall advise each Third Party User of the obligations in this Agreement, and Client shall be responsible for all activities of its Third Party Users in relation to the Services, including any violation of the Agreement by its Third Party User.

Vendor Portal. A secure portal shall be provided to Client by Provider to facilitate communication between Third Party Vendors and Clients for bidding and awarding of jobs and exchanging documents (“RIMSCentral”).

Optional Data Products and Services. During the Term of the Agreement, Provider may offer, and Client may elect to order services from Third-Party Providers listed in the Order Form, which may be  amended by Provider from time-to-time.  Client may instruct Provider to enable the ordering of such Third-Party Services by providing written notice to Provider.  Such services will be provided to the Client through RIMS at a price and under terms and conditions specified in the Order Form.  Provider offers no warranty or guarantee of such Third-Party Services other than such warranties or guarantees that may be provided by such Third-Party Providers.

Calculation of Vendor Handling Fee. Where the percentage used to calculate the RIMS Vendor Handling Fee or RIMS Internal Report Fee is to change during the Term, then upon the date such change takes effect, the changed percentage shall immediately apply to (i) all applicable reports that do not have a status of “closed” or “completed” as of 11:59:59 pm (eastern time) of the date immediately prior to the date that the change takes effect (provided that for any such report whose status is updated to “closed”: or “completed” within the thirty (30) day period following the date that the change takes effect, the percentage used to calculate the RIMS Vendor Handling Fee or RIMS Internal Report Fee shall be the percentage in effect prior to date that the change takes effect) and (ii) all applicable reports created on or after the date such change take effect. In addition, in the event that this Agreement is a renewal of, amendment to or a replacement to, an agreement between the parties in effect immediately prior to the Commencement Date (the “Prior Agreement”), for any report that did not not have a status of “closed” or “completed” as of 11:59:59 pm (eastern time) of the date immediately prior to the Commencement Date, the percentage used to calculate the RIMS Vendor Handling Fee or RIMS Internal Report Fee is the percentage in effect on the Commencement Date (provided that for any such report whose status is updated to “closed”: or “completed” within the thirty (30) day period following the Commencement Date, the percentage used to calculate the RIMS Vendor Handling Fee or RIMS Internal Report Fee shall be the percentage in effect immediately prior to the Commencement Date under the Prior Agreement).

The Vendor Handling Fee to be charged to Client with respect to each calendar month during the Term shall be determined in accordance with the following.

Client shall have until 11:59:59 pm (eastern time) on the seventh calendar day following the end of each calendar month during the Term and the calendar month immediately following the expiration or termination of the Term (the “Cut Off Date and Time”) to review the status of the task for the immediately preceding calendar month and to make any necessary changes to such status to accurately reflect the task status and the fees charged to Client for the reports by the Third Party Vendors.  The task status immediately following the Cut Off Date and Time is referred to as the “Final Monthly Status Summary”.

For purposes of the Agreement. “Qualifying Reports” shall mean those tasks marked “closed” or “completed” or "cancelled with fee" on the Final Monthly Status Summary for a calendar month which were not marked “closed” or “completed” or "cancelled with fee" on the Final Monthly Status Summary for the immediately preceding calendar month.

For purposes of illustration of the foregoing, a task which was marked “closed” or “completed” or "cancelled with fee" on the Final Monthly Status Summary for June 2023, but was also marked “closed” or “completed” or "cancelled with fee" on the Final Monthly Status Summary for May 2023 shall not be considered a ”Qualifying Report.”

Each Qualifying Report with respect to a calendar month, the fees charged to Client by the Third Party Vendor for such Qualifying Report (as such fees are set forth on the Final Monthly Status Summary for such calendar month) shall be used by Provider to determine the Vendor Handling Fee payable by Client to Provider with respect to such calendar month (the “Aggregate Vendor Handling Fees”), and Provider shall prepare and deliver to Client an invoice for the Aggregate Vendor Handling Fees. 

Any changes, deletions, substitutions or modifications by Client to the Final Monthly Status Summary for a calendar month following the applicable the Cut Off Date and Time shall not change the calculation of the Aggregate Vendor Handling Fees with respect to such calendar month.   No refund or adjustment shall be made to the Aggregate Vendor Handling Fees, and no credits against any future Fees payable under this Agreement shall be made as a result of any changes, deletions, substitutions or modifications by Client to the Final Monthly Status Summary for a calendar month following the applicable the Cut Off Date and Time.

LightBox True Owner℠

(Rev 4-29-2025)

  1. Provider Disclaimer of Warranties and Liability. Provider makes no representations or warranties, express or implied, regarding the accuracy, completeness, or truthfulness of any data provided by Provider relating to individual contact information, ownership of any asset or property, or any other information ("LightBox True Owner Data"). Provider does not assume any responsibility for verifying the ownership or legal status of the LightBox True Owner Data. Client is solely responsible for conducting any necessary due diligence, verification, or validation of ownership or authenticity before taking any action based on the LightBox True Owner Data.  Further, Provider makes no representations or warranties, express or implied, that any LightBox True Owner Data complies with, or was collected or provided to Client in compliance with, any applicable laws.  Client assumes full responsibility for determining and ensuring compliance with any legal or regulatory requirements applicable to its use of any LightBox True Owner Data.  Provider expressly disclaims any liability for any loss, damage, or legal consequences that may arise from the use or reliance on such LightBox True Owner Data by Client, any User or any third-party, and Client expressly agrees that Provider shall have no liability whatsoever for any claims, damages, or losses arising out of or related to Client’s use of any LightBox True Owner Data, including but not limited to claims of inaccuracy or non-compliance with applicable law. The foregoing disclaimers shall apply to the fullest extent permitted by applicable law, and no claim or legal action shall be brought against Provider by Client for any issues arising from the LightBox True Owner Data provided.

    Any confidence scores provided by Provider or through the data provided by Provider are provided for illustrative purposes only, and are not intended to provide, nor should they be interpreted as providing any facts regarding the accuracy, currentness or completeness of the data provided by Provider.
  2. Indemnity by Client. Client agrees to indemnify, defend, and hold harmless Provider, its affiliates, officers, directors, employees, agents, and representatives (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, liabilities, losses, damages, penalties, fines, costs, and expenses (including reasonable legal fees and expenses) arising from or in connection with: (i) Client’s use, processing, or disclosure of the LightBox True Owner Data in violation of any applicable laws, regulations, or third-party rights; (ii) Client’s breach of any provision of the applicable agreement with LightBox related to the handling, security, or confidentiality of the LightBox True Owner Data; and (iii) any third-party claims resulting from Client’s unauthorized access to, use, or modification of the LightBox True Owner Data.
  3. Solicitations. Client understands and agrees that with respect to any contact information (for any individuals or entities) included within LightBox True Owner Data, (i) such individuals or entities have not communicated to Provider any approval to receive solicitations from Client, and would not be considered “opt in” for email marketing and (ii) Client is advised against using contact information included within the LightBox True Owner Data to send unsolicited messages by email in bulk or mass broadcast or campaigns to individuals or entities. Provider bears no liability for misuse of the LightBox True Owner Data.

    Client acknowledges that Client is solely responsible for ensuring that telephone calls made or email or text messages sent through provision of the LightBox True Owner Data are in compliance with CAN-SPAM, the Telephone Consumer Protection Act, and all other applicable federal or state laws. Provider does not scrub the information contained within LightBox True Owner Data through the National Do Not Call Registry or any other do-not-call registries.
  4. Restrictions. Client may not use the LightBox True Owner Data:
    1. to make decisions about or in connection with hiring, promoting, reassigning, or continuing to employ any person, or contractors;
    2. to make decisions about or in connection with renting or selling a house, apartment, or other residential or commercial property to any person and entity;
    3. to make decisions about or in connection with lending money or extending credit to any person or entity;
    4. in connection with the underwriting of insurance;
    5. for any purpose related to any eligibility determination about a person; or
    6. for any other purposes that would require FCRA compliance.
  5. Covenants of Client. Client shall: 1) adopt and enforce such internal policies, procedures, and monitoring mechanisms as are necessary to ensure the LightBox True Owner Data is used only by authorized users and in accordance with confidentiality terms no less restrictive than those set forth in Client’s applicable agreement with LightBox; 2) ensure LightBox True Owner Data is stored securely using industry standard encryption access controls; and 3) ensure LightBox True Owner Data is secured in compliance with all applicable data privacy, protection and security laws (domestic and international) (collectively, “Data Protection Laws”) and implement and maintain a written and comprehensive data protection and information security program in compliance with industry standards commensurate to the sensitivity of the information and such applicable Data Protection Laws.
  6. Permitted Use and Additional Obligations.
    1. Permitted Use. Client shall use the LightBox True Owner Data solely for the purposes of marketing, advertising, research, analysis, and public records aggregation and searches.  
    2. Additional Obligations. Client agrees to comply with all data protection laws (including but not limited to the applicable provisions of the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020) (collectively, the “CCPA”), and the regulations promulgated thereunder. This includes, with respect to any personal information that Provider makes available to Client under the Agreement, maintaining the same level of privacy protection as is required of businesses under all applicable data protection laws (including but not limited to the CCPA) and its implementing regulations.

      Client shall:
      1. Provide Notice and Honor Consumer Rights: Comply with all obligations related to notice, choice, and individual rights under all applicable data protection laws (including but not limited to the CCPA), including forwarding to Provider any valid individual request to opt-out of the sale or sharing of personal information that pertains to data shared under the Agreement, which Provider agrees to honor and act upon as applicable.
      2. Implement Security Safeguards: Implement and maintain reasonable security procedures and practices appropriate to the nature of the personal information, in accordance with all applicable data protection laws (including but not limited to California Civil Code section 1798.81.5), to protect the personal information from unauthorized or illegal access, destruction, use, modification, or disclosure.
      3. Use Limitation: Not retain, use, or disclose personal information for any purpose other than the specific purpose set out in the Agreement, or as otherwise permitted under applicable data protection laws (including but not limited to the CCPA).
      4. Removal of Personal Information: Upon written request from Provider (which may be provided via email or in the application), promptly and securely delete any and all personal information provided by Provider and in possession or control of Client. Client shall confirm in writing the completion of such deletion within ten [10] business days of receiving the request, unless otherwise agreed upon in writing. This obligation applies regardless of the reason for the request and shall survive termination or expiration of the Agreement.
      5. Opt-Out: Upon receipt of an individual’s opt-out request from the sale or sharing of personal information, as forwarded by Provider in its capacity as a first-party business, promptly cease all sale or sharing of the individual’s personal information. Furthermore, upon written request by Provider (which may be provided via email or in the application), Client shall provide timely written documentation verifying that it no longer retains or uses the personal information of such individuals in any manner inconsistent with their opt-out preferences. This documentation must be provided within ten [10] business days of the request, unless otherwise agreed in writing, and shall be sufficient to demonstrate compliance with applicable data privacy laws and regulations.
      6. Can No Longer Meet Obligations of Applicable Data Protection Laws: Promptly notify Provider in writing if it determines that it can no longer meet its obligations under any applicable data protection law (including but not limited to the CCPA) and its implementing regulations). Such notification shall include a description of the specific obligations Client is unable to meet and the reasons for such determination. Notification shall be made no later than five [5] business days after the determination is made. Upon receipt of such notice, Provider may take appropriate steps, including suspending data sharing or terminating the Agreement, as necessary to ensure continued compliance with applicable law.

Both parties agree to cooperate in good faith to ensure compliance with all applicable data protection laws (including but not limited to the CCPA) and to enable each party to respond to and fulfill verified individual requests and legal obligations under the law.

  1. Geographical Limitations. Client acknowledges and agrees that its license and subscription for this Service is limited solely to access and use of the Provider Data accessed through the Service solely from the jurisdictions specifically set forth on the Order Form. Client shall not access, use, store, distribute, or otherwise exploit any Provider Data from jurisdictions other than the jurisdictions specifically set forth on the Order Form. Any such use shall constitute a material breach of the Agreement.

Revere Subscription

(Rev: 02-24-25)

  1. Access. Subject to Client’s payment of the applicable Fees, Provider will provide Client with access to the LightBox Revere Platform (as defined below). On or as soon as reasonably practicable after the Commencement Date, Provider will provide to Client the necessary Access Protocols (as defined below) to allow Client to access the LightBox Revere Platform. Client will not allow any license to the Revere Platform  to be used by more than one individual. Client will use commercially reasonable efforts to prevent unauthorized access to, or use of, the LightBox Revere Platform, and notify Provider promptly of any such unauthorized use known to Client. “LightBox Revere Platform” means the software-as-a-service application that includes a suite of online tools which allow Client to streamline the process of buying, selling, financing and managing real estate investments. “Access Protocols” means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Client to access the LightBox Revere Platform. Listings placed on the LightBox Revere Platform shall be removed within one (1) year of activation. To extend the term of a listing beyond one (1) year, Client must notify Provider and shall be subject to additional fees.
  2. Onboarding. Client’s access to the  functionality of the LightBox Revere Platform during the Term is contingent upon Client’s initial provision and maintenance of accurate Input Data during and after the onboarding process as prompted by the Services or requested by Provider. Such Input Data may include but is not limited to correct names, business email addresses, business phone numbers, property-type focuses, geographic focuses, and job titles of Users (e.g., principals, department heads, key points of contact, heads of capital markets, acquisitions, dispositions, lending, underwriting, etc., to the extent applicable).
  3. Support Services. Subject to the terms and conditions of the Agreement, Provider will exercise commercially reasonable efforts to (a) provide support for the use of the LightBox Revere Platform to Client, and (b) keep the LightBox Revere Platform operational and available to Client, in each case in accordance with its standard policies and procedures.
  4. Hosting. Provider will, at its own expense, provide for the hosting of the LightBox Revere Platform, provided that nothing herein will be construed to require Provider to provide, or bear any responsibility with respect to, any telecommunications or computer network hardware required by Client or any User to access the LightBox Revere Platform from the internet.
  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 one year (unless otherwise agreed in writing between the parties).
  7. Third-Party Websites and Applications, and Ads. The Services may contain links to third-party websites (“Third-Party Websites”), applications (“Third-Party Applications”), and advertisements for third parties (“Third-Party Ads”). When Client accesses a link to a Third-Party Website, Third-Party Application, or Third-Party Ad, Provider will not warn Client that Client has left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications, and Third-Party Ads are not under the control of Provider. Provider is not responsible for any Third-Party Websites, Third-Party Applications, or Third-Party Ads. LightBox Revere provides these Third-Party Websites, Third-Party Applications, and Third-Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third-Party Applications, or Third-Party Ads or any product or service provided in connection therewith. Client’s use all links in Third-Party Websites, Third-Party Applications, and Third-Party Ads at Client’s own risk. When Client leaves Provider’s Website, the Agreement and our policies no longer govern. Client should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, Third-Party Applications, or Third-Party Ads and make whatever investigation Client determines necessary or appropriate before proceeding with any transaction with any third party.
  8. No Subsequent Registration. If Client’s access to the Services is discontinued by Provider due to Client’s violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then Client shall not attempt to re-register with or access the Services through use of a different member name or otherwise. In the event that Client violates the immediately preceding sentence, Provider reserves the right, in its sole discretion, to immediately terminate the license and take any or all of the actions set forth in the Agreement without any notice or warning to Client.

LightBox Fundamentals

(Rev: 07-07-25)

Upon execution of the Agreement for the Services, Provider will perform the Services on Subject Documents (defined below) uploaded to Client’s account on the platform[1] within the number of months prior to the Commencement Date as specified on the Order Form under the line item entitled “Number of Months of Historic Data” (such date, the “Baseline Historical Data Date”). The fee for such Services is set forth on the Order Form as the fee for “LightBox Fundamentals – Excel Add-in” The invoice for such fee shall be issued to Client on or about the Commencement Date.  For purposes of the Agreement, “Subject Documents” means commercial real estate appraisal documents that are marked as “final” or bear a similar designation indicating that the document is complete, approved, and not subject to further substantive revision, including but not limited to labels such as “approved,” “ready for delivery,” “issued,” “complete,” or any other term that reasonably reflects finality in form and content.

For any Subject Document uploaded to Client’s account on the platform after the Commencement Date, Provider will perform the Services on such Subject Document.  The fee for such Services for each such Subject Document is the per document fee set forth on the Order Form under the line item “LightBox Fundamentals – Appraisal Extraction.”  Invoices for such fees shall be issued to Client on a monthly basis.

If Client wishes to receive Services on any Subject Document that was uploaded to Client’s account on the platform prior to the Baseline Historical Data Date, the fee for such Services for each such Subject Document is the per document fee set forth on the Order Form under the line item “LightBox Fundamentals – Appraisal Extraction – Historical.”  In such cases, Client shall make a written request to Provider identifying the Subject Documents for which Services are requested (which may be described as a date range). Provider will respond to Client (which may be by email) indicating the number of Subject Documents covered by the request. Provider shall not perform Services on these Subject Documents without Client’s prior written authorization, which may be provided via email.  Invoices for the fees covered by each request shall be issued to Client upon completion of the Services for such request.

If Client does not have an active subscription or license for any of Provider’s or its affiliates’ online platforms or applications (including, without limitation, Collateral360 or RIMS), and instead delivers Subject Documents to Provider by alternative means (including, without limitation, bulk delivery via secure file transfer, encrypted media, or other agreed-upon methods), Provider will perform the Services on such Subject Documents in accordance with the terms of the Agreement. The fees and invoicing schedule for such Services shall be as set forth on the Order Form.

In the event any Order Form includes Professional Services, such Professional Services shall be limited to working with Client to develop customized templates for the delivery of the deliverables for the Services.  Scheduling of such Professional Services shall be mutually agreed between Client and Provider.  There shall be no refund or credit for any Professional Services not used.

Client represents, warrants, and covenants that: (a) it has obtained and will maintain all rights, licenses, consents, and permissions necessary to provide the documents and other materials it submits to Provider (the "Client Materials") and to authorize Provider to access, process, extract information from, use, and otherwise handle the Client Materials as contemplated by the Agreement; and (b) Provider’s receipt, access, processing, extraction, use, and handling of the Client Materials in accordance with the Agreement will not violate or infringe upon any applicable laws, regulations, or third-party rights, including, without limitation, intellectual property rights, privacy rights, data protection laws, or contractual obligations. Client shall defend, indemnify, and hold harmless Provider from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to any breach of the foregoing representations, warranties, or covenants.

Provider makes no representations, warranties, or guarantees of any kind regarding the completeness, accuracy, reliability, usability, or fitness for any purpose of any information extracted from the Client Materials. All extracted information and related outputs are provided "as is" and "as available," and Provider expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

[1] As used herein, “Client’s account on the platform” refers to an active subscription or license held by Client for any of Provider’s or its Affiliates’ online platforms or applications, including, without limitation, Collateral360, RIMS, or any other such platform or application offered by Provider or its Affiliates.

Delivery Format Descriptions

(Rev: 10-15-25)

The following further defines the delivery formats set forth on the applicable Order Form. The first delivery shall be made within thirty (30) days from the date of last signature on the applicable Order Form.

Delivery Formats Descriptions

API

API authentication information within fifteen (15) days from the date of last signature of the Agreement. Rate limiting and timeouts will result in an error response.  API is REST-based: i) it makes use of standard HTTP verbs like GET and POST; and ii) the API uses standard HTTP error response to describe errors and error information is available. Client is responsible for its own software development using the LightBox Developer Portal.

Bulk

The default delivery shall be FGDB (other formats are available). Deliveries shall be posted to the Provider SFTP server and available twelve (12) months or until a new file is posted. The Client is responsible for downloading the deliveries in a timely manner. Future scheduled delivers will only include data for counties where updates have occurred. Comprehensive data (all records) will be provided for each updated county.

Feature Service

Delivery through the Feature Service requires Client to have an active license with Environmental Systems Research Institute, Inc. for ArcGIS Online (“Esri Product”).  If at any time Client’s license for the Esri Product terminates or expires, the Services available through the Feature Service will not be accessible to Client. In such case, Client is not entitled to a refund or credit of any prepaid Fees nor shall Client be relieved of payment obligations for any Fees currently due.  Delivery through the Feature Service does not provide Client the ability to view all SmartFabric data or features which would be available through a bulk method of delivery.  Client may perform ad hoc requests for mapping and analysis and perform basic filtering and querying using Feature Service. Client may perform a limited amount of Automated Usage (as defined herein) of the Feature Service.  "Automated Usage" is defined as an automated business process that may originate or be triggered from a website, a mapping application, a back-office system, a database, or similar technology where one or more of the end points processed through the Feature Service is for a request of data.  Client shall not download all or substantially all of the SmartFabric data accessible or viewable through Feature Service. Delivery or processing of information and requests or downloading data through the Feature Service that (in Provider’s sole judgment) threatens or violates the security, integrity or availability of the Feature Service may result in Provider’s immediate suspension of Client’s access and use of the Feature Service; provided, however, Provider will use commercially reasonable efforts under the circumstances to provide Client with notice and an opportunity to remedy such violation or threat prior to such suspension.

Snowflake

Delivery through Snowflake requires Client to have an active license or subscription with Snowflake Inc. for Snowflake’s Data Cloud platform (“Snowflake Platform”).  If at any time Client’s license or subscription for the Snowflake Platform terminates or expires (or is suspended by Snowflake), the services will not be delivered to or available through the Snowflake Platform will not be accessible to Client. In such case, Client is not entitled to a refund or credit of any prepaid Fees nor shall Client be relieved of payment obligations for any Fees currently due.

LightBox Corporate Owner

(Rev: 12-03-25)

The “LightBox Corporate Owner Product” identifies the highest-level corporate or other legal entity that appears in public records as the owner of a parcel of real property. The information is derived from public and commercially available sources, including but not limited to assessor records, Secretary of State filings, and business registries.

The LightBox Corporate Owner Product does not identify natural persons and does not contain personal information as defined by any state or federal privacy or consumer protection law. Any entity names that include personal names (e.g., “John Smith, Inc.”) are included solely to identify the legal entity as registered in public records.

Provider makes no representation or warranty that the LightBox Corporate Owner Product reveals the “true owner,” “ultimate owner,” or “beneficial owner” of any property.

Client acknowledges that it is solely responsible for ensuring its use of the LightBox Corporate Owner Product complies with all applicable laws, regulations, and industry standards.

Client shall not, directly or indirectly: (i) Use the LightBox Corporate Owner Product to identify, locate, or contact any individual person; (ii) combine the LightBox Corporate Owner Product with other data to infer or determine individual or beneficial ownership; (iii) represent or market the LightBox Corporate Owner Product as identifying individual or beneficial owners; (iv) Include or display links to government or third-party sites that reveal natural person information; or (v) use the LightBox Corporate Owner Product for investigative, consumer reporting, or people-search purposes.

Client acknowledges and agrees that its license and subscription for the LightBox Corporate Owner Product is limited solely to the jurisdictions specifically set forth on the Order Form. Client shall not access, use, store, distribute, or otherwise exploit any Provider Date from the LightBox Corporate Owner Product from jurisdictions other than the jurisdictions specifically set forth on the Order Form. Any such use shall constitute a material breach of the Agreement.

PZR Reports

PZR Additional Terms (Rev 01-09-26)

  1. Use and Reliance. The Services and any related deliverables are prepared solely for Client and solely for the purpose stated in the Order Form. From time to time, at Client’s request, Provider may issue reports generated from the Services to third parties identified in the applicable report as authorized recipients (“Authorized Parties”) for such parties’ internal business purposes only. Any reuse, modification, or reliance on the Services by Client or any Authorized Party, or for any other purpose, is at Client’s sole risk. Provider has no obligation to verify or adapt the Services for any other use.

2. Client Liability and Indemnification. Client releases Provider from all liability arising from any unauthorized use, reuse, modification, or reliance on the Services the fullest extent permitted by law and Client shall defend, indemnify, and hold harmless Provider and its affiliates, and their respective officers, employees, and agents, from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any access to, use of, or reliance upon the Instruments of Services by any Authorized Party or other third party, whether authorized or unauthorized, or for any purpose or project other than that for which the Instruments of Services were prepared.

3. Site Visit. Provider has no obligation to visit the site of the property or properties set forth on the Order Form where Services are ordered (the “Site”) in the performance of Provider’s obligations, and Client acknowledges and agrees that the delivery of the Services under the Agreement may not include a visit to the Site by Provider.

LightBox Live for Investors

LightBox Live for Investors℠ (Rev 2-18-26)

  1. LightBox Live for Investors is a bundled offering that includes functionality and data components made available through other LightBox products and services, including but not limited to True Owner and Corporate Owner.
  2. By accessing or using LightBox Live, Client acknowledges and agrees that:
  • Certain features, data sets, and outputs made available through LightBox Live are provided pursuant to the terms and conditions applicable to the underlying products and services from which such functionality or data is derived.
  • Client’s access to and use of True Owner and Corporate Owner within LightBox Live are subject to the applicable True Owner and Corporate Owner terms, as updated from time to time.
  • In the event of a conflict between these LightBox Live terms and the terms governing an underlying product or service, the terms governing the specific underlying product or service shall control with respect to the Services.
  1. Client is responsible for reviewing and complying with the applicable terms governing True Owner, Corporate Owner, and any other incorporated LightBox products or services.