FirstAm IgniteRE End User License Agreement PRIVACY NOTICE: When you download and use our application, we may collect and use your personal information. To learn more about the categories of your personal information we may collect and use, please visit <a href="http://www.firstam.com/AppNotice/">www.FirstAm.com/AppNotice</a>. To learn more about our privacy practices overall, please visit our privacy policy at <a href="http://www.firstam.com/Privacy-Policy">www.FirstAm.com/Privacy-Policy</a>. Welcome. We at First American Title Insurance Company (“First American”) are happy that you (“Licensee”) have elected to use First American’s First Am IgniteRE website (as further defined below, the “Site”). Before you enter the Site, you must review and agree to the following terms and conditions. By clicking on the “Accept” button below and accepting this EULA you: (1) agree to be bound by its terms and conditions for use of the Site and (2) represent to First American that you are at least 18 years old. If you do not agree to the terms and conditions of this EULA, or are not at least 18 years old, click on the “Decline” button below, and do not enter the Site. YOUR CLICKING OF THE “ACCEPT” BUTTON BELOW CONSTITUTES YOUR AGREEMENT WITH AND ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS EULA AND YOUR AGREEMENT TO BE BOUND BY SAID TERMS AND CONDITIONS. In consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties, intending to be legally bound, hereby agree to the following terms and conditions: 1.     Definitions. All capitalized terms, in the plural and in all tenses, shall have the meaning set forth in this paragraph and elsewhere in this EULA: a.    “Licensed Products” shall mean the products and services provided on the Site, which are generated through Licensee’s use of the Software, and are provided to Licensee through the Site solely for the purposes set forth in this EULA with respect to each such product or service. Some software, products and services offered through or connected to the Site are owned by third parties and may be subject to separate end user license agreements. b.     The “Site” shall mean the First Am IgniteRE website, including without limitation, the data and computer code contained on or transmitted from the Site, the Licensed Products, the Software, and the First American Content. Any reference herein to the Site shall be to each individual item and also to the Site as a whole. c.    “Software” shall mean the First Am IgniteRE software, any successor system or software as designated in writing by First American, and any derivative works thereof, including all updates, releases, bug fixes, upgrades, modifications, enhancements and extensions, all associated software components, media, printed documents and/or “online” or electronic documentation, any image and any text, data, or content, including, without limitation, information, composites, photographs, film or video footage, animations, audio products, or any visual representations regardless of whether the images are obtained via download from First American or delivered by First American via any other media, together with all material generated optically, electronically, digitally or by any other means from the same, including any reproductions thereof. 2.     Access. First American agrees to provide Licensee with access to the Site in accordance with and subject to the terms of this EULA. First American reserves the right, in its sole discretion, to revise, alter, or cease offering the Site. 3.     Term; Termination. The term of this EULA will commence upon Licensee’s acceptance (by clicking “Accept”) and continue in perpetuity, unless sooner terminated pursuant to the terms hereof (the “Term”). Notwithstanding the foregoing, First American may also terminate this EULA, for any reason whatsoever, in its sole discretion, by giving Licensee thirty (30) days advance notice. Upon any termination of this EULA, the License (as defined below) shall simultaneously terminate. 4.     Grant of Licenses. Subject to the terms and conditions of this EULA, and provided that Licensee has not breached the provisions of this EULA or any other agreement between Licensee and First American, First American grants to Licensee during the Term, and within the United States, a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to use: a.    the Site, solely for personal use or use in the ordinary course of business in connection with buying, selling, or refinancing real estate; b.     the Software, in object code format only and excluding source code, on a single computer solely for Licensee’s personal use or use in the ordinary course of business in connection with buying, selling, or refinancing real estate; and c.    the Licensed Products, solely for personal use or use in the ordinary course of business in connection with buying, selling, or refinancing real estate. The license granted by First American to Licensee hereunder (the “License”) is conditioned upon Licensee’s compliance with the terms and conditions of this EULA. All titles, patents, trademarks, copyright and other proprietary notices of First American may not be reproduced. Any alteration, deletion, modification, or change of any kind to the titles, patents, trademarks, copyrights or other proprietary notices by the Licensee is strictly prohibited and constitutes a violation of First American’s rights and a breach of this EULA. Unauthorized use of the Licensed Product can result in civil damages and criminal penalties. 5.     Acceptable Use. Licensee acknowledges and agrees that Licensee’s use and access of the Site may be logged and monitored. Licensee agrees to use the Site in a manner consistent with any and all applicable laws, rules and regulations as well as the terms and conditions set forth in this EULA, on the Site or in the documentation accompanying and/or contained within the Site. Licensee shall not disassemble, create models, analytics, or derivative works of, decompile, manipulate or reverse engineer the Site, and Licensee shall take all necessary steps to prevent any third party from doing the same. Licensee shall not resell any information contained on the Site, and may only redistribute information contained on the Site as reasonably required in the ordinary course of business, and shall not use the Site to create, enhance or structure any database for resale or distribution. Licensee shall not use the Site in any way that infringes or misappropriates First American or any third-party owner’s copyright, patent, trademark, trade secret or other intellectual property or proprietary rights or rights of publicity or privacy. 6.     Ownership. Licensee acknowledges and agrees that, as between Licensee and First American, First American retains all right, title and interest in and to the Site, including all copyrights, patents, trademarks, trade secrets and all other intellectual property rights in the same. No rights in or to the Site are granted to Licensee except the limited License specifically granted in this EULA. In the event that any copyrightable works of authorship are created by Licensee under this EULA through the use of the Site, Licensee agrees that such works are “works for hire” within the meaning of the copyright laws of the United States of America (17 U.S.C. §101, et seq.), or similar foreign laws, and any rights, title or Interest arising from a compilation or derivative work created using any part of the Site shall belong exclusively to First American. 7.     Confidentiality. Licensee acknowledges that the Site contains valuable products, the development of which has involved the expenditure of substantial time and money. Licensee shall initiate security measures to prevent the accidental or otherwise unauthorized use or release of any and all proprietary and confidential information of First American and any third parties associated with or provided through the Site (hereinafter referred to as “Confidential Information”). Confidential Information includes, without limitation, the Site, the Software and the Licensed Products, real property ownership information, with particular respect to consumer information that is considered “sensitive,” namely: financial information including mortgage values, real estate loan information, default and foreclosure information; all technical and non-technical data; formulae; patterns; compilations; programs; devices; methods; techniques; drawings; processes; business practices; plans or proposals; list(s) of individual’s names and addresses and other individual and/or consumer-related information, including any nonpublic personal information as defined by federal law, including, but not limited to, the Gramm-Leach-Bliley Act, as it may be amended, any regulations promulgated thereunder and any other customer information protected by applicable international, federal or state laws; third party products and information lists of third parties or suppliers; sales and marketing information; training and operations materials; personnel records; and all other written or oral information relating to the business or affairs of First American or other third parties whose information or products are provided through the Site (including their pricing, transactions, products, planning, strategies, ideas, and know-how). Confidential Information shall not include any information that: (i) enters the public domain through no fault of Licensee; (ii) is rightfully known by Licensee without any obligation to keep it confidential at the time it is disclosed by First American, as shown by the Licensee’s records; (iii) is independently developed by the Licensee at any time without reference to the Confidential Information, as shown by the Licensee’s records; or (iv) is rightfully obtained by the Licensee from an independent third party who does not have an obligation of confidentiality to First American, or the respective third-party owner of information provided through the Site. 8.     Copyrights. Except for products and information provided by a third-party licensor, with respect to which such licensor shall remain the exclusive owner of the respective information, all First American websites (including the Site) are owned and copyrighted by First American. No ownership rights are being granted to Licensee by this EULA. Subject to the limited License provided herein, First American reserves all rights in and to the Site, including but not limited to the exclusive rights under copyright and other intellectual property and the right to grant further licenses. Licensee shall only use the Site as specifically stated herein. All editorial content, graphics and information on the Site provided by First American or its affiliates is owned by or licensed to First American or its affiliates (collectively, the “First American Content”). First American and its licensors reserve and retain all copyright, intellectual property and other proprietary rights in and to the First American Content, including without limitation, all rights in any public information gathered as a compilation. Except as permitted by the limited License herein, the materials from the Site including, but not limited to, the First American Content may be used solely for limited non-commercial informational purposes only as necessary to do business with First American or for evaluating or purchasing First American’s products and services. Linking to and/or framing the Site is strictly prohibited unless First American expressly consents in writing to such a link or frame, and the User enters into a further agreement for such linking to and/or framings. All other uses of the Site and/or the First American Content not expressly addressed in this EULA are strictly prohibited. 9.     Trademarks. First American owns several trademarks and service marks that are used in connection with among other things, the Site. The trademarks and service marks owned by First American include without limitation First American’s First Am IgniteRE, First American®, the Eagle logo® and FIRSTAM.COM® (“First American Marks”). Any use of the First American Marks requires prior approval in writing by First American which may be withheld in First American’s sole discretion. The “look and feel” of First American’s Site and the contents thereof, including without limitation, the First American Content and color combinations, buttons, layout, and other graphical elements are protected by applicable U.S. and international intellectual property laws, including without limitation trademark, copyright and trade dress laws. Nothing contained herein shall constitute a license (either express or implied) for Licensee to use any of the First American Marks or trade dress, including the elements that constitute the “look and feel” of the Site. 10.  Your Content. Licensee hereby represents and warrants that any content that Licensee uploads to the Site or content that Licensee uses in connection with the Site shall not be used in any manner that is unlawful and that such content is free of worms, virus, Trojan Horses and other disabling code. For the avoidance of doubt, “content” as used in this EULA in connection with the Licensee shall be construed broadly so as to include, but not be limited to, all materials, documents, images, data, information or other materials that Licensee may upload to the Site or use in connection with the Site. Licensee agrees to indemnify, defend and hold First American, its parents, subsidiaries, affiliates and their respective officers, directors, employees and agents, harmless from and against any and all claims, suits, damages, costs and expenses, including attorneys’ fees, arising from: (a) a third party claim that relates to documents you uploaded to the Site, or (b) your breach of any provision of this EULA or Licensee’s use of the Site in a manner that is inconsistent with either this EULA, applicable law, the documentation or information accompanying the Site or the documentation or information made available on the Site. 11.  Links. Where First American provides hypertext links to other Internet websites on the Site, it does so for informational purposes only, and such links are not endorsements by First American of any products or services on such sites. First American accepts, and shall incur, no liability for such products or services and makes no endorsement or approval of the same. 12.  Disclaimers. THE SITE, INCLUDING WITHOUT LIMITATION ANY INFORMATION, DATA, PRICES, AND QUOTATIONS CONTAINED ON THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE. THE LICENSED PRODUCTS AND THE FIRST AMERICAN CONTENT ARE PROVIDED TO LICENSEE ON AN “AS IS, AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE SITE AS WELL AS THE MATERIALS CONTAINED THEREIN MAY CONTAIN ERRORS OF PUBLICATION OR TRANSMISSION. FIRST AMERICAN DISCLAIMS ANY AND ALL LIABILITY TO ANY PERSON OR ENTITY FOR THE PROPER PERFORMANCE OF SERVICES NECESSARY TO THE CONDUCT OF A REAL ESTATE CLOSING. IF LEGAL ADVICE OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICE OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT. FIRST AMERICAN, ITS AFFILIATES AND SUPPLIERS EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT LICENSEE’S USE OF THE SITE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO THE LEGALITY OR PROPRIETY OF THE USE OF THE SITE IN ANY GEOGRAPHIC AREA, THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. LICENSEE IS SOLELY RESPONSIBLE FOR ENSURING THAT LICENSEE’S USE OF THE SITE IS IN ACCORDANCE WITH APPLICABLE LAW. FIRST AMERICAN DOES NOT WARRANT THAT THE SITE IS COMPLETE OR FREE FROM ERROR OR WILL BE AVAILABLE 24 HOURS PER DAY, SEVEN DAYS PER WEEK, AND DOES NOT ASSUME, AND EXPRESSLY DISCLAIMS ANY LIABILITY TO ANY PERSON OR ENTITY FOR LOSS OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN SUCH SERVICES, WHETHER SUCH ERRORS OR OMISSIONS RESULT FROM NEGLIGENCE, ACCIDENT, OR OTHER CAUSE. LICENSEE ACKNOWLEDGES THAT THE SITE MAY NOT INCLUDE ALL RECORDED CONVEYANCES, INSTRUMENTS OR DOCUMENTS WHICH IMPART CONSTRUCTIVE NOTICE WITH RESPECT TO ANY CHAIN OF TITLE DESCRIBED IN THE SERVICES AND CERTAIN DATA INCLUDED WITHIN THE SERVICES MAY BE SEEDED TO DETECT UNAUTHORIZED USE. THE LICENSED PRODUCTS AND THE FIRST AMERICAN CONTENT DO NOT CONSTITUTE AN OFFER OF ANY KIND, BUT ARE MERELY INFORMATIONAL IN NATURE AND PROVIDED FOR LICENSEE’S CONVENIENCE AND ARE NO SUBSTITUTE FOR SPECIFIC ADVICE OR PERSONAL VERIFICATION. SOME OF THE INFORMATION ON THE SITE OR CONTAINED WITHIN THE FIRST AMERICAN CONTENT IS A COMPILATION OF INFORMATION GATHERED FROM PUBLIC DOMAIN SOURCES AND SUCH INFORMATION IS PROVIDED ON AN “AS IS” BASIS. 13.  No Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, FIRST AMERICAN, ITS PARENTS, SUBSIDIARIES, AFFILIATES, THIRD PARTY SUPPLIERS, AND ALL OF THE AFOREMENTIONED PARTIES’ RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS SPECIFICALLY DISCLAIM, AND SHALL NOT UNDER ANY CIRCUMSTANCES INCUR, ANY LIABILITY (WHETHER UNDER FEDERAL OR STATE LAW OR IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE AND WHETHER FORESEEABLE OR NOT) FOR ANY LOSSES AND EXPENSES OF WHATEVER NATURE ARISING OUT OF OR IN ANY WAY RELATED TO ACCESS TO OR USE OF THE SITE , INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES. 14.  Injunctive Relief. Licensee acknowledges that the services and products provided hereunder are a valuable commercial product, the development of which involved the expenditure of substantial time and money. Any violation of the terms hereunder entitles First American to injunctive relief as such violation will cause irreparable harm to First American. If Licensee infringes or misappropriates any of First American’s intellectual property rights or violate the provisions set forth herein, First American may not have adequate remedy in money or damages. Accordingly, in addition to other remedies provided by law or this Agreement, First American shall have the right to obtain injunctive relief against any violation of the acceptable use and confidentiality provisions contained herein. Granting of injunctive relief shall not limit First American’s right to seek further remedies at law or in equity and in connection with the issuance of an injunction, First American shall not be required to post a bond or provide an undertaking. 15.  Product and Service Claims. Licensee shall provide prompt notice to First American, and a reasonable opportunity to cure, any known error, omission or mistake that may result in a claim against First American regarding the Site (including the First American Content), provided pursuant to this EULA, prior to making a claim against such products and services. In addition, Licensee shall use its best efforts to mitigate its losses resulting from services provided pursuant to this EULA, including without limitation, enforcing its promissory notes and security instruments to the fullest extent provided by law. Licensee shall also provide First American with adequate information from its loan file to assist in claim administration. In the event that Licensee does not perform according to the requirements of this paragraph, First American will not be liable. Licensee must also provide sufficient documentation, as deemed by First American, to evidence its out-of-pocket, actual monetary loss. 16.  Data Collection and Use. The protection of every licensee’s personal information is of critical importance to First American. Accordingly, First American will not resell or otherwise redistribute any licensee’s personal information to any third party, except those First American affiliate companies who require said information in order to provide the products and Services that First American offers through the Site, and any such sharing shall be done in accordance with all applicable laws and regulations. Licensee acknowledges and agrees that the Site, when used for its intended purpose of managing transactions will collect, process and transmit data as directed by their users. Additionally, First American collects data for statistical, quality assurance, and other legitimate business purposes and Licensee hereby consents to the collection and use of such data. By agreeing to this EULA, Licensee agrees to the terms outlined in the First American’s Privacy Policy which is available on First American’s website located at <a href="https://www.firstam.com/privacy-policy/index.html">https://www.firstam.com/privacy-policy/index.html</a>. 17.  Document Security. First American reserves the right, and Licensee hereby grants it permission, to override and remove security settings and restrictions on Adobe Acrobat files, such as Document Packaging, and on other documents that Licensee uploads to the Site for the purpose of using the same in to enable certain features of the Site. 18.  No Assignment. This EULA shall bind and inure to the benefit of Licensee and First American and our respective successors and permitted assigns. Licensee may not assign, sublicense, pledge or transfer any of its rights or obligations under this EULA to any other person or entity without First American’s prior written consent which may be withheld in First American’s sole discretion. Licensee acknowledges and agrees that First American may, in its sole discretion, assign this EULA to any other person or entity at will without Licensee’s consent. 19.  Severability. If any of the provisions of this EULA are determined to be invalid by a court or government agency of competent jurisdiction, it is agreed that such determination shall not affect the enforceability of the remaining provisions herein. 20.  Headings. The section headings in this EULA have been inserted merely for convenience, are not a part of this EULA, and shall not affect the rights and obligations of Licensee and First American or the meaning of the language in this EULA. 21.  Choice of Law and Forum. This EULA is entered into in the State of California, County of Orange and shall be governed by, and construed and interpreted in accordance with the laws of the State of California without regard to principles of conflicts of law. Licensee agrees to submit to the exclusive jurisdiction of the courts (State and Federal) located in the State of California, County of Orange in connection with any controversy arising under this EULA or its subject matter. Licensee hereby waives any objection Licensee may have in any such action based on lack of personal jurisdiction, improper venue or inconvenient forum. 22.  Entire Agreement. This EULA constitutes the complete understanding between Licensee and First American with respect to the Site. No representation, statement, inducement oral or written, not contained herein shall bind either Licensee or First American. This EULA supersedes any and all prior agreements, promises, or inducements, whether orally or in writing regarding the subject matter of this EULA. Further, Licensee and First American agree that no promises or agreements made subsequent to the execution of this EULA shall be binding unless reduced to writing and executed by Licensee and First American. By clicking on the “Accept” button below, Licensee agrees to the terms of this EULA.