HomeMy WebLinkAbout05663 - COSTAR REALTY INFORMATION INC LICENSE AGR Page 1 of 1
Kathie Hart
From: Cathy Van Horn \
Sent: May 01, 2009 5:03 PM
To: Kathie Hart
Subject: RE: A5663 -CoStar Reality Info OIL~ v� p�
Hi Kathie:
I think we can close the agreement. Given the budget situation and the fact we didn't use this program to its fullest
potential, we should let it go
Thanks and have a great weekend.
Cathy Van Horn
Economic Development
760-323-8175 office
760-322-8325fax
From: Kathie Hart
Sent: Friday, May 01, 2009 5:00 PM
To: Cathy Van Horn
Cc: ]ay Thompson
Subject: A5663 - CoStar Reality Info
A580 CaSi2rUI ns-Agmement 06,"9.+2DDEI D8131+'20Q9
Company Name: CoStar Realty information, Inc-
Address: 2 Bethesda Metro Center, Bethesda,NO 20814
Group: COMMUNITY&ECONOMIC
Cathy:
This will be expiring an May 15, 2009. Will it be renewed or continued, or shall I close this
agreement?
Thx!
Ae
Kathie Hart, CMC
Chief Deputy City Clerk
Cr7y of Palm Springs
3200 E.Tahquitz Canyon Way
Palm Springs,CA 92262
`r' (760) 323-8206 1 LQ� (760) 322-8332
® Kothie.Hart@PalmSpringsCA.gov
05/04/09
�E5 b 63
0 F P A L N S P
CoStar License Agreement FORINTERNAL ONLY.(Rat 1b)- 711$73 CCU 12
AE Joseph Nugent
Subscription Form Routing Code f
Business Code;
BILLM:' q
Licensee: City of Palm Springs-Econ. Development Location IQ 3924112
Address' 3200 E Tahquitz Canyon Way CltY/,91ate/ZiP- Palm Sprinqs, CA 92262
Fax, (760)322-8325 Telephone (760)323-8259
Bill-To Contact Cathy Van Mom Email for Bill-to-Contact cathV.vanhom0paImsprinqs-ca.qov
USE BILLING
-PAL*�li METHOD
Total No Sites 1 2 Monthly 21 Check
El Quarterly ElAutomatic Withdrawal
Total No.Authorized Users(All Sites): 4 El Yearly
j.1 TERM: — % ,,� :,- ,', KEY.TDKENS'
One Year Initial Term From(MMNY): 6/2007 (comnsubsengers) Total Number of Key Tokens:
site Market Product Description Monthly License Fees (Before Tax)
3924112 Inland Empire Costar Property Web-All Data $56().00
3924112 RIVERSIDE CoStar Comps-All Priluerhi Tyries 671600
3924112 Inland Empire Coster Professional Direclory-All Data 50.00
3924112 US Data Costar For Sale Professional-AA Data $0.06
1,3924112 US Data Coster For Sale Express-All Data _I $0.00
CoStar Discount- ($70100)
Total Monthly License Fees: $57500
One Time Implementation Fee- $335-00
One Time Key Token Fee
Notes, ii, 7Z 6- ;vw) Not To Exceed
Without The Express Written
Authorization Of The City
Manager.
This Sulisurpilon Form Inouding Me Tons and conditions Ma Tens of U.,any wdixid,and any emate atumned hexeio n."A,...crie) tudnvoon in,pxnvd-r,,W Uoahsee and caster
Reallyfirifichnste.. Irs,('C.Stan,eatadleMa Ne forma and eandrbdns underwhirh CaStarwall"Onse no in uvsAgreernni.Aaaichadw Nis Ag rnmvqrqgxTo"s and consulting
Nelare An nnnrgml part oflrn Agmamanl Cella formed hereby Txmc used wthls$ubscdpllon Form am aid
ay mine the Ucensw Produci, to cornisvothar.Tons of radii
io n,,w2Hy
Me&b�pfion Form and Ma Tons aW On-OlGons,shall amen over Me Tons of flee
the hxrnsafnlsfigm rnonu Mae xnorne null and void pmvn ,VtatirL naeeex wsnisAgrwmantaftr
such dpN m0 Co5Nr ednMsngns ihm A,neadin,ni,Yon nls Apnrpnpnl obeli be valid and
or
A�rnxd on beluir or Cosier Thaparflat hereb, Ag.or.ut may go e�ulacl weld.insred fir ficsirink.rd!sum earslmllc sryaP owanutca legal and CnminO aaleemenl an Me
P,,o's
CoStar Realty Information,Inc. Licensee
By-' Signature k +�
Name; Print Name
Title: Title C.,. t-)L Date 5- 0-08
Date. Address;. 3200 E-11al-liquirb,Canyon Way
Address- 2 Bethesda Metro Center Address, Palm Springs,CA 92262
Address, Bethesda,MD 20814 Fax
Not To Exceed
Without The Express Written
Authorization Of The City
Manager.
CoStar License Agreement COSTAR
AUTHORIZEO'SITE M.SER5'LIST
I..icensee: City of Palm Springs-Econ.Development Locatian ip: 3924112
Address: 3200 E Tahquitz Canyon Wav cit4taterziv Palm Springs, CA 92262
Total Number of Authorized users at Site 4
d SERS'ATABQVE;"LISTED'SITE
Contact Name: Cathy Van Horn Title:
Phone. (760)32M259 Fax: (760)322-8325
Email: cathy.vanhom@palmspnngs-ca.gov Key Token Needed? ❑Yes ZNo
Contact Name: Title:
Phone: Fax
Email. Key Token Needed? U Yes ❑No
Contact Name: Title.
Phone: Fax
Email: Key Token Needed? ❑Yes ONo
Contact Name: Title:
Phone: Fax:
Email Key Token Needed? ❑Yes ❑No
Costar Terms and Conditions COSTAR
•
1.License.(a)This Agreement begvpcn CoSmr and Licensee concerns one or more electronic databases developed and melntsined by CoS1ar each consisting of(1)a proprietary
database(the'Detabase')of commercial real estate information,including but net fimilcd to.the information text,photographic and other images and data contained Mersin
(cdlcctiycly,the 1refmmshm')and me proprietary organization and structures for Orgpgrtarng surged and displaying such Infe mebon,and(2)related software(me m$nRivem")
Those portions of the Somme,and Datobuse that arc licensed hereunder including any updailet or modifications provided thereto,and any Inforramon derived from Meuse rt thc
Dalabum,Including as a result of the verification of any portion of me Inforrnaben by Licensee,am collectively referred to herein as the'Ucensed ProducL'(b)During the term of this
Agreement,CoStar hereby granle to Lrcensm a noncxdusive nontransferable license!a use only magic por l of the Licensed Product mat are expressly Idenbfed on the Schedule
OF Services on the Subscription Form,subject m and in accordance with me terns and comelina of this Agreement.(c)The Licensed Product may be used by no more than the
number of issues set form on the Subscription Form and,except as set farm below only at me site(s)spedpcally idenhficd herein.All of such users(the') Morized Usersw)must be
indviduals(1)employed by Licensee or an]ndeporl Contractor of Licensee at a site idenhfied an the Subscnpaon Form and(2)Included on CoSters Iiat of Aathot¢ed Siles&
User for the Licensed Product licensee understands that each brokerage,research,apprarer,sols or other similar personnel at each licensed site must be an Authanzed User
md,ygreg,to notify CoSur If me number of such individuals at a site exceeds me number Of Authorized Us *set form In this Agreement.An'Independent Contractor is defined us
an individual person working solely for Licence and not for another company with real esule,information needs and performing substantially me same serwces for Licensee As an
employee of Licem me.(d)Licensee will ensure that access to and use of me Licensed Prodgd,And the War names,passwords and any Key Tokens(couecbmly,the'PassOodas')
wed to access the Licensed Product arc available only to AumotEeO Users,and will not Allow anyone other then an Authorized User access to me Licensed Product Or Pus*ui for
any reason.
2.Use (a)Subject to me pr AlibMans sot form below,during the lemn of this Agrcen,cnl.Lieumico may use me Licensed Product Tor the following purposes in the ordinary course of
its bummers:(1)Licensee's internal mecarch purposes (2)providing Infommlian regarding particular properties and market trends fo its chants and prospe men dime;;(3)to market
properties;(a)supporting its value Ume appraisal or counseling regarding a specific property-and(6)training periodic general market researeb reports for in-house use or fordiente
w prospective clients'use,provided that such reports do not contain building.specfc or Icnant spcdfic Information and are not commercially or generally distributed Subject to the
previsions Set form below,Licence may part Informadon or copy Information mile,ward protesting,spreadsheet and presentation programs(e other software programs with the
express wimen consent of CoSmd,so long as the level of belommlion being printed or copled Is reasonably taloned for Licensee a purposes,innuberanlial and used in compliance
with this Section (b)Except out sot forth In Section 2(a) Licensee shall no(distribute disclose,copy reproduce display,publish,imnsmh,assign,sublicense,transfer,provide access
to,use or sell directly Or indimctly(including In electronic form),any portion of me Licensed Product or modify or create dem:ative,works Of the Licensed PmducL to)Nomimslanding
any other pmwsmn herein,Licensee shall not(1)upload pest or olhowse transmit any portion a the Licensed Pradect on,of provide access to any portion of the Licensed Product
through,the Internet.uny bulletin board system,any electron network,any listing service w any Omer data sharing arrangement not restricted exclusively to Licensee and me
Minimized Users,ertept that(i)Licensee may email a report entraining Information mat mmphes with this Section 2 to A limited number of its clients and prospecdve clients (d)
Licensee may display solely on its Own web site photographs from the Licensed Product that depict properties that Uccnsce wins,tombola,ropmeants or holds exclusives,provided
that under no circumstances shall such photographs be posted on any wcbshe that may compete win the Licensed Product,and Qip If Licamem is a subscriber in good standing to
CoStar property proles,iand®and CoSlar Connacht,Licensee may post Insubstantial portions of me Information from CoSmr Property to the client cxtranet component on
Licensee a designated Costar Connect web site for accessing by clients or prospecbvc dlents of Licensee in mmphance with this Sedtion 2;(2)use any porbon of the Licensed
Product Io create,directly or indirectly,any database or product,(3)access or use the Licensed Product if you arc a direct or indirect competitor of CoStar or pmvde any portion of
the Licensed Product In Any cited or indirect competitor of CoSF r,(4)slam,copy or export any portion of me Licensed Poduci mho arty database or other software program,except
ea set torn In$eoMOn 2(a);(5)modify merge,disassemble w reverse enginearany portion of me uce s5 predud,(6)usc,mpmdum publish or cormlo any Information for me
purpose of selling or licensing such Information or making such Information publicly available;(T)use or distribute Interaction that has boon verified or confirmed by Licensee for the
purpose of developing or contributing to me development of any database,product or service or(a)use any portion of the Licensed Product In a manner malwoultl violate any U.S..
Intemabonal,state or local law regulation rule or ordinance,including real estate practice spar and private laws.
3.Ownership,Licensed acknowledges mat COSWV and its licensors have and shall relem exclusive ownership of all proprietary,rights to the Licensed Product,including all U.S.and
inlemalional intellectual property and Other rights such as patents,trademadcs,mpynghts and trade secrets.This Ia a license agreement and not an agreement for sale,Licensee
shall have no right or Interest in any"on of the Licensed Product exoepl me right to usc the Licensed Product AS set TOM herein.Licensee seknmnledgG mat the Sofyram
Database,Information and Ucanscd Product constitute me valuable property and confidential copyrighted Information of COStaf and its licensors(collectively,the"Proprietary
Information").Licensee agrees to(a)comply with all copyright trademark,trade secret,patent contract antl Omer laws necessary to proled all rights in the Proprietary Information (b)
not challenge CoStars and dg licensors ownership of(or the validity Of enforceability of their rights In and fo)the Proprietary 11fO".111 n,and(c)not remove,conceal,obliterate or
dreumvent any copyright or other notice or license,use or copying technological measure included in the licensed Product Licomce shall be riable for any violation of the prewsions
of cols Agreement by any Authorized User and by 1-mend a employees Independent Connefors affiliates and agent and forany unaumonzed use of the Licensed Product by suet
persons.wilhou(COStme*consent Licensee may not use Or mpmdum any trademark,service mark or trade mime of CuS mr.
4.Term.The term of Ibis Agreement shall begin on me date Of signanum by CoStar,shell continue for the Whet tarn,specified on the Subscription Foren(me'Initial Term'),and shell
expire at me and of such Initial Term m me last day of the calendar month In which the Slad Date occurred,unless cadlor terminated pursuant to me terms hereof This Agreement
shall continue thereafter for Successive pence,of one(1)year(each sum successive period being a'Renewal TWh*)commencing on me last day or me Initial Term Or any Rcncwal
Tent,unless sixty(60)days prior to the lust day of the Initial Tem Or any Renewal Tenn,either party has provided me other v Tien notice of an intent net to rcn(w The"Start Dale'
shall be the dam of dissemination by CgSbrr at a Pasecotle for such licensed Product to Licensee;provided,that for ewslmg customers with Pastoodes,the"Start Dole'shall be the
dart of signature of mid Agreement by CoStar.
5.License Fees.Licensee agrees to pay the License Fees and all Omer fats sot form In this Agreement,whim are WeSs!in U.S.dollars and shall be paid in U.S.dollars.Licensee's
obllgallon to pay such fees shall begin on the Start Date,In addition to anything set form herein Calar may;(a)on each anniversary of the last day Of the calendar month m which
the Start Date occurred,ieacase the License Fees by a pentemago equal to the percentage mcresse,in the Consumer Prim Indox for Al Urban Consumers Seasonally Adjusted,US
City Average,All Items for the previous twelve mmlhs;And(b)at any tine for any Renews]Temm increase the License Fees or charge other fees for any portion of the Licensed
Product ar service provided by CoSTar,provided,that if Licensed does not agree to me increase w charge,then Licensee may give CoStar writen notice of lamination warm suety
(e0)days of CoStars notice of sum Increase or Merge,in which case Licensee shall Wnhnue to pay the License Fees In place before me proposed increase or charge unfit me last
clay of the calendar month In which Licensee's notice,of icrminadon Is delivered and this Agrten,ent shall tennlnale with respect to such potion ar the Lemsed Product on such date.
MI fees shall be Pilled in advance In accordance with the brping cycle Idenbfied herein And are duo net fifteen days.Al]payments received after the due date will incur a late payment
Merge from such due data unfit paid at a rate equal to the maser of 1.5%per month Or the maximum hilt permlded under applicable law.In all rases the amount Of License Fees
shall he paid by Licensee to CoStsr th full vnthuat any right of set-art or deduction,COSmr may accept any payment wimmt prejudice to Its rights to reeovm the balonce due orto
pursue any Omer night or remedy,No endorsement or sdlement many Weer,payment,letter accompanying any paymen4 of elsewhere will he cangVued as an accord or
safsracdon,The Lieanse Fees do mA include sales,u;e,excise or any dryer b m or fees now or hereafter Imposed by any gmeemrents]Authority with rmpest to the Licensed
Products,Al COStars option,licensee shall pay such taxes or fees direeuy Or pay to CoStar any such tales or fees Immediately upon invading by Castor
t.TerrinAten (a)Either party may Imamate any porhon of role Agreement in the event of.(1)any breach a a material term of this Agreement by the Other party which is not
remedied within thirty(30)days aterwritten nOlke to the breaching parry;or(2)the Omer party,making an asslmn,enlfor the benefit of its creditors m the filing by Or agmmA such
party Ara petition under any bankruptcy or insolvency law,which Is not discharged within 30 days gf such filing.(b)CoStar may terminate any potion of this Agreement immediately
without fuller Obligation d Licensee!(1)upon CoStars rmaonable susisc on Of any violation by Lunettes of any prevision of Section 1,2,3,5,12 or 13 hereunder,or tiny material
provision Mary other agreement between the parity;or(2)upon five(5)days wntten notice at any time In CoSTars Safe discretion in which rase Caslar shalt refund any fees paid by
Licensee to 6consc the terminated potion of the Licensed Product after the egedive cols,of such lartnlleadon and Licensee goal]be rcteased Ofib:obligation Io pay the awodaled
License Feet:due after the dale of such tereamabam.(c)CoStar may interrupt the provision of any potion at me Licensed proaud im ueeoaee upon CoS ae5 reasonable susplclm a
any violation by Licensee of any provision Of Section 1,2,3,5.12 or 13 hereunder,or any material provision of any other agreement between the par ies,and Licenses,shall continue
fo be responsible for all License Fees,provided that Licensed mall not be responsible for license fees for an interrupted pence if mere was not on actual violation.CoStar will restore
the provision of the Licensed Product only tall amounts clue hereunder am paid and if,In CoSears reasonable Opinion,CoShrr has mccivd smsfactery assurances as d the
cessation of the violation.(d)Upon Liccnsoo'a breech of any tern of me,Agrdcmcnl,all License Fees and all Other lost payable hereunder shell became immodlatdy due and
payable in full,and In addition to the foregoing CoStars refnedies snap include any damages and re]ief amiable at Jaw or in equity.If Costar romins any third party to obtaln any
mn,cdy to which It Is enbued under this Agreement,Costar shall be coined to recover all card,including auomey'*fees and collection agency commissions,CoSmr Incurs.
Initial Horc
last Revised &KlSaaB
7.Pos4emine ion.At termination Of nommmewal of this Agreement.Liconsco may no longer use any portion of the Licensed Pmdua in any manner.Within ten(10)days offer line
effective date or termination or nommnewal,Lk once vall permanency delete or destroy all elements of the licensed Product under Its consul and upon rea l from CaStar,affirm
the complchan of this process by execution and delivery to Costar of an affidavit to that eeari reasonably sacawiMy m Costar.In addition,CoStar may,at if-sale cmcnsc audit
Liconsce's oomplianco with this prevision and me terms of We Agreement,provided that sum audit will occur under Licensee's reasonable supervision and licensee shall cooperate
to the conduct of the audit.
9 Licensed Product.Subject to Secdon l5,during the tens of this Agreement CoSbr will provide updated Information to Ucensee,whim updates maybe provided through the
Internet or in such ether manner as dctcnnlnud by CoSmr.Ucensee Is responsible for providing all hardware software and equipment nnccssary to obtain and use the(]tensed
Product,mduding any updates or other moditerdons thereto.The Licensed Product curet ndy requires a Windows On,NT,2000 orXP based computer,a high-speed Internet
Commelion or modem with a baud rate not less than S6K and Inbmet Explorer 6-9.Licensee Is responsible for all charges necessary to access the Licensed Pri CoStar rccrms
the fight Io modify any part of the Licensed Product or the cosy the Licensed Product Is accessed at tiny time so long as such modifications do not significancy do➢rade the depth of
Infemmebon provided to Uccnsco hereunder.
9,Information Licensee shall use reasonable offorts to keep CoStar Informed about commercial and Investment space available for loasc and/or sale and transaction information with
respect to properties[hat U"5w owns,consols,mpmscnra or holds exclusives.Licensee hereby grants to CoStar an irrowcal;1%nonexclusive license with respect to CoSlars
and its eRlia[es'database(a use,modify,reproduce and sublicense with respect b commercial real estam Information available on Licensees web site CeStar acknowledges that if
Licensee provides CaSmr with any Information or awns then Licensed mains Its ownership rights with respect to such Informabon and ima➢w,oven following termination of this
Agreement.
To,LIMITATION ON LIABILITY.(a)LICENSEE ACKNOWLEDGES THAT,TO THE MAXIMUM EXTENT PERMITTED BY LAW,COSTAR AND ITS AFFILIATES AND THEIR
RESPECTIVE OFFICERS,DIRECTORS EMPLOYEES AND THIRD PARTY SUPPUERS(COLLECTIVELY,THE'CO5TAR PARTIES')NULL NOT BE HELD LIABLE FOR ANY
LOSS,COST OR DAMAGE SUFFERED OR INCURRED BY LICENSEE OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO ANY FAULTS,INTERRUPTIONS OR
DELAY$IN THE LICENSED PRODUCT,OUT OF ANY INACCURACIES,ERRORS OR OMISSIONS IN THE INFORMATION CONTAINED IN THE LICENSED PRODUCT,
REGARDLESS OF HOW SUCH FAULTS,INTERRUPTIONS,DELAYS,INACCURACIES,ERRORS OR OMISSIONS ARISE,OR FOR ANY UNAUTHORIZED USE OF THE
LICENSED PRODUCT.(b)THE COSTAR PARTIES'AGGREGATE CUMULATIVE UABILITY RELATING TO THIS AGREEMENT AND USE OF THE LICENSED PRODUCT SHALL
BE LIMITED TO LICENSEE'S ACTUAL,RECOVERABLE DIRECT DAMAGES IF ANY WHICH IN NO EVENT SHALL EXCEEEDTHETOTAL AMOUNT OF LICENSE FEES
ACTUALLY PAID TO COSTAR UNDER THIS AGREEMENT DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE SUCH CLAIM AROSE.
RECOVERY OF THIS AMOUNT SHALL BE LICENSEE'S SOLE AND ECLUSIVE REMEDY.(c)UNDER NO CIRCUMSTANCES WILL ANY OF THE COSTAR PARTIES BE
LIABLE FOR ANY INDIRECT,INCIOEMAL,PUNMVE EXEMPLARY,SPECIAL OR CGNSEOIIENTIAL DAMAGES INCLUDING WITHOUT LIMITATION LOST PROFITS
ANSING OUT OF,BASED ON,RESULTING FROM OR IN CONNECTION WITH THIS AGREEMENT OR ANY USE;OF TKE UCCNSED PRODUCT,EVEN IF COSTAR HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES THE EXCLUSION OF DAMAGES IN THIS SECTION 10(c)IS INDEPENDENT OF LICENSE[$EXCLUSIVE REMEDY
AND SURVIVES IN THE EVENT SUCH REMEDY FAILS.(d)NO ACTION ARISING OUT OF OR PERTAINING TO THIS AGREEMENT MAY BE BROUGHT EY LICENSEE MORE
THAN ONE YEAR AFTER THE CAUSE OF ACTION WS ARISEN (e)THE PROVISIONS OF THIS SECTION APPLY WTHOUT REGARD TO THE CAUSE OR FORM OF
ACTION,WHETHER THE DAMAGES ARE GROUNDED IN CONTRACT TORT OR ANY OTHER CAUSE OF ACTION
11.NO WARRANTIES.ALTHOUGH COSTAR MAKES EFFORTS TO PROVIDE AN ACCURATE PRODUCT,THE LICENSED PRODUCT AND ALL PARTS THEREOF ARE
PROVIDEWAS IS,, WITH ALL FAULTS',AND'AS AVAILABLE,THE COSTAR PARTIES MAKE NO WARRANTIES THE COSTAR PARTIES DISCLAIM ANY AND ALL
REPRESENTATIONS,WARRANTIES OR GUARANTEES OF ANY KIND,WHETHER EXPRESS,IMPLIED OR STATUTORY,INCLUDING WITHOUT LIMITATION(1)
MERCHANTABILITY,FITNESS FOR ORDINARY PURPOSES AND FITNESS FOR A PARTICULAR PURPOSE,WORKMANLIKE EFFORT,QUIET ENJOYMENT AND NO
ENCUMBRANCES OR LIENS,(2)THE QUALITY.ACCURACY TIMELINESS OR COMPLETENESS OF THE LICENSED PRODUCT,(3)THOSE ARISING THROUGH COURSE
OF DEALING,COURSE OF PERFORMANCE OR USAGE OF TRADE.(4)THE LICENSEE)PRODUCT CONFORMING TO ANY FUNCTION,DEMONSTRATION OR PROMISE 15Y
ANY COSTAR PARTY,AND(5)THAT ACCESS TO OR USE OF THE LICENSED PRODUCT WILL BE UNINTERRUPTED,ERROR-FREE OR COMPLETELY SECURE
12.Assignment The parties Obligations hemunda am binding on thor sucausa ,local miamsmmtives and assigns.Licensee may not assign or irnsfee(by opu ahan of Iry or
otherwise)this Agreement nor the lic nsc granted hcmunder,in whole or in part,without the prior written consent of CoStar.
13.Pesscedes Key Tokens (a)Uwnsce will decimate a person authonzed to determine and mange the level of each Authorized Users access to the Uwnsed Pmdud and
designated to ensure that Liconsee complies with this Agreement.No Authorized User may access the Ucersed Product using any Passcade other then the Passcadcs assigned to
sum A Moozed User,No Authorized User may sham his assigned Pasaeedes with any other person nor allow any other person m use or have access to his Passcados.During the
term of this Agreement,Uconsee will promptly noel CoSmr of tiny Authorized Users mange of employment or contractor smfus with Licenses,Including termination of an Authorized
Users employment ar contractual service with Licensee,and upon such termination Licensee Mall destroy the Pas vendes for such Authorized User.No Authorized User who ceases
to be an employee or Independent Contractor of Licensee may use any Pesscodes in any manner.N)ram Aufhedsed Users sccess b me Uceri Product may be limited b a
designated computer,provided,that an Authorized User may email CoStar Customer Support at to receive an electronic apparatus(a'Key 7okeny designed to
enable such Authorized User to access the Licensed Product from rvlGple Computers for$149 per Key Token(before fist).NI Key Tokens licensed by Licensee shall cons[Ilule part
of the Licensed Produa If a Key Taken ryas been last,stolen or dnmagod,upon Licensee,a email mqutet to CoStar Customer Service far a replacement Key Token,CaSmr shall
deliver Licensee a replacement Key Token and Licensee shall pay CaStar$140(before lax)for each such replacement Key Token;provided,that GoSbar will replace u Key Taken if it
malfunctions through normal usage(due to no fault of the Licensee)free of charge during the Initial Term.
14.Nobms.All natices giver homu iderwlll be in wntin➢,doliverud personalty or mailed by registered or candied mall remm mentpt requested or delivered by a wall-recognized
evemight U.S of international camor.If such notes is being delivered b Licensee,sum notice shall be delivered to Licensee a address specified on the Subscription Form or to such
other Addmss as Uccnsco may apemy,and If being delivered to Costar,delivered to the address set forth an me Subscription Form.Ananbon:Director of Sales Administration,or b
cosh Amer address as GoS(ar may specify.All notices will be deemed given d debvered personally on me day Of delivery,ifmailed by registered or cerfifed mall,three days alter me
data of moiling,it dogwood by overnight U.S.mall,one day after mailing,and if delivered by overnight infemalmnal mail,four days after mailing.Licensee agrees mat Costar may
include notices on invoices eem 0 Licensee by regular mail.
15,Fore Majeure.None of me Costar Parties shall have any liability ref my damages resulting From any failure to poriorm any obligation hereunder or tram any deny in the
performance thereof due to causes beyond CoSmrs central,including industrial disputes,ads of Gad or government,public enemy,war,fire,dher casualty,failure of any link or
connection whether by computer or 911horm4e,or failure of technology,or telecommunications or other method or medlum of storing or transmitting the Licensed Product.
16.User lnfmnaboa.Liconxu acknuwicdgcs that if it creates any settings,surveys,fields or functions In the Licensed Product or trip=,adds or exports any data into or from the
Licensed Product(tarltCfively,the"User Dotal,none of the CeSmr printed shall haw any dabibly or responsibility far any of sum User Data,Including the loss,destruction or use by
mild parses of sum Usur Dom.Documents posted by Licensee to the client eetranet co nponent of Licensee s designated Co$W Contact web alm shall constitute Licensee Content
(as dulided in the CoSmr Connect agreement)and User Data.Licensee srxnowledges mat Il is Licensee's responsibility to make back-up copies of such user Derr.For dam hceneed
situ.Liecreicc is allowed an aggregate amount of 100 megabytes of storage space in any COS[ar Property Professional Licensed Product Per Authismed User boosted at mat site,
17.Choice of Law;Jurisdiction;Intemadon it Amdrshon.This Agreement shall be construed under the hews of the State of Maryland of the U.S.without regard to moire of law
principles.Thu fedcml and stale courts Is lied In the Sum of Maryland mall be the exclusive jurisdieriM for arty ndim brought against Co$ur in connection with this Agreement or
use at the Licensed Product Licensee irrevocably consents b the jurisdiction of Me federal and state Worts lacalod in the Slate of Maryland,or in any$Isle where 1-eensee'3
Authorized Users am kmelep,for any arm brought against Licensee in tmpet4on with this Agreement or use of Iha Licensed pradud,AN disputes dosing Outside or the U.S.shall
be added by arbitration held In London.England and in accordance wm me Rules of Arhitrali.and Carbineson of the Iriermsm.al Chamber of Carnmeme.All arbitrators shall be
fluent in English and all documents submitted in connection with the arbitration shall be in English,Judgment upon an arbitration award may be entered in any court having
jurisdiction,or application may be made to such court for a Judicial aceeplante of me award and an ardor arenforcurnmL
16.Mlstudlenems.This Agreement"Was me enure understanding of the porlier with raped la the Licensed Product and supersodos any pntr unit or written amlemmm and
documents with respect to sum subject matter;provided.that this Agreement does net superkdo any other written license comment 6ehvaen the pares unless uspressb,provided
herein.Leamsee agrees to keep the Inane of this Agreement•Tidy confielmliul,Tres Agreorap!may not be amended,modified ar superseded,oar may any of its lerms or undl(imt,
be waived,unless expressly agreed b in wrrbng by all parties.If any provision of this Agreement not being of a fundamental nature it held to by in—lid.illegal or unenforceable,the
validity,legality and enforceability of the remainder of time Agreement will net be canceled If a provision is held to be invalid,Illegal or athmwise unenforue0le.it shall be deemed to be
replaced with an enforceable provision mat rebates the intent and benefit'of the argrol provision Licensee admowledges that in the event via breath of any of these terms by
Liwneco,CoSmr may suffer Irreparable harm and mall be enfi➢ed to injunctive relief(wimOOt Me imeta ily of pasting n bond)as well AS all ether monetary remedies available at law
arm equity,The failure many party rrt any tlme le require full performance of any provisam hereof will n no manner aged the dgh{of Sum party al a later time to enforce me same,
Headings arc far mfcrence only.The previsions of Become 2(b),2(c),3.5.e(d) ],and 10{hrough 1B hemMwill survive namm�ewal a km+iralion arches Agreement.
Inleel Hem Last Revised "410115