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16-197.00 CoStar: Commercial Marketing License ic ( ri CoStar License Agreement AE: Jason Harms .4•, Subscription Form Routing Code: ,-b Costar Business Code: Government LIL Licensee: City Of Spokane Valley Location ID: 26495807 Address: 11707 E Sprague Ave City/State/zip: Spokane Valley,WA 99206 Fax: Telephone: (509)921-1000 Bill-To Contact: Gloria Mantz Email for Bill-to-Contact: gmantz@spokanevalley.org 111.;1` 1 Total No.Sites: 1 ❑Monthly ['Check 0 Quarterly ❑Automatic Withdrawal Total No.Authorized Users(All Sites): 2 ❑✓Yearly r1-1 I� f3 r: Mi =; One Year Initial Term From(MM/YY): 12/2015 (COMPS Subscribers) Total Number of Key Tokens: 0 Immediate Start Site Market Product Description Monthly License Fees (Before Tax) 26495807 Spokane CoStar Suite w/o Connect $398.00 Total Monthly Fees From Additional Schedule of Services Total Monthly License Fees: $398.00 One Time Implementation Fee: One Time Key Token Fee: IThisNotes: 4 uJ 771,0CuolUat L164-al- This Subscription Form,including the Terms and Conditions,the Terms of Use,any addenda and any exhibits attached hereto(collectively,the"Agreement"),between the above-named Licensee and CoStar Realty Information,Inc.("CoStar"),establishes the terms and conditions under which CoStar will license the products set forth in this Agreement Attached to this Agreement are the Terms and Conditions that are an integral part of the Agreement being formed hereby.Terms used on this Subscription Form and not otherwise defined shall have the meanings set forth on the Terms and Conditions. In addition, this Agreement incorporates the Terms of Use(the'Terms of Use')available online at www.costar.com. By using the Licensed Product,Uncesee agrees to comply with the Terms of Use and to regularly review such terms for updates and changes.To the extent a conflict exists,the Subscription Form and the Terms and Conditions shall govern over the Terms of Use. In the event that Licensee does not execute this Agreement by the following date 12/312016,the terms of this Agreement shall become null and void,provided,that if Licensee executes this Agreement after such date and CoStar countersigns this Agreement,then this Agreement shall be valid and binding on the parties.The person executing this Agreement on behalf of Licensee represents and warrants that he or she has been authorized to do so and that all necessary actions required for the execution have been taken.CoStar hereby provides notice that only an authorized officer of CoStar can execute this Agreement on behalf of CoStar.The parties hereby acknowledge that this Agreement may be executed and delivered by facsimile and such facsimile shall constitute a legal and binding agreement on the parties. CoStar Realty Information,Inc. Licensee By: ";%"1'""" Signature: Name: Max Linnington Print Nam 4- 0-004/ A/o Title: SVP Sales&Customer Service Title: Date: Dec 07,2016 Date: /Z_ e-/re Address: 1331 L St NW Address: 11707 E Sprague Ave Address: Washington,DC 20005-4101 Address: Spokane Valley,WA 99206 Fax#: 410, CoStar License Agreement tom/ CoStar licensee: City Of Spokane Valley Location ID: 26495807 Address: 11707 E Sprague Ave City/State/Zip: Spokane Valley,WA 99206 Total Number of Authorized Users at Site 2 _..1f Contact Name: Mike Bassinger Phone: (509)720-5331 Email: mbasinger@spokanevalley.org Contact Name: Gloria Mentz Phone: (509)921-1000 Email: gmantz@spokanevalley.org CoStar- CoStar Terms and Conditions 1.I irwner.(a)This Agreement between CoStar and Licensee concerns one or more electronic databases developed and maintained by CoStar each consisting of(1)a proprietary database(the"Database")of commercial real estate information,including but not limited to,the information,text,photographic and other images and data contained therein(collectively, the"Information")and the proprietary organization and structures for categorizing,sorting and displaying such Information,and(2)related software(the"Software").Those portions of the Software and Database that are licensed hereunder,including any updates or modifications thereto,and any information derived from the use of the Database,Including as a result of the verification of any portion of the Information by Licensee,are collectively referred to herein as the"Licensed Product."(b)During the term of this Agreement,CoStar hereby grants to Licensee a nonexclusive,nontransferable license to use only those portions of the Licensed Product that are expressly Identified on the Subscription Form,subject to and in accordance with the terms of this Agreement.(c)The Licensed Product may be used by no more than the number of users set forth on the Subscription Form and,except as set forth below,only at the site(s)specifically identified herein.All of such users(the"Authorized Users")must be individuals(1)employed by Licensee or an Exclusive Contractor of Licensee ata site Identified on the Subscription Form end(2)included on CoStar's list of Authorized Sites 8 Users for the Licensed Product.Licensee understands that each brokerage,research,analyst,appraiser, underwriter,asset manager,sales or other similar personnel at each licensed site must be an Authorized User and agrees to notify CoStar if the number of such individuals at a site exceeds the number of Authorized Users set forth In this Agreement.An"Exclusive Contractor"is defined as an individual person working solely for Licensee and not also for themselves or another company with commercial real estate information needs and performing substantially the same services for Licensee as an employee of Licensee.(d)Licensee will ensure that access to and use of the Licensed Product,and the user names,passwords and any Key Tokens(collectively,the"Passcodes")used to access the Licensed Product are available only to Authorized Users,and will not allow anyone other than an Authorized User access to the Licensed Product or Passcodes for any reason. 2.11s8.(a)Subject to the prohibitions set forth below,during the term of this Agreement,Licensee may use the Licensed Product for the following purposes in the ordinary course of its business:(1)Licensee's internal research purposes; (2)providing information regarding particular properties and market trends to its clients and prospective clients;(3)to market properties;(4)supporting its valuation,appraisal or counseling regarding a specific property;and(5)creating periodic general market research reports for in-house use or for clients'or prospective clients'use, provided that such reports do not contain building-specific or tenant-specific Information and are not commercially or generally distributed. Subject to the provisions set forth below,Licensee may print Information or copy Information into word processing,spreadsheet and presentation programs(or other software programs with the express written consent of CoStar),so long as the level of Information being printed or copied is reasonably tailored for Licensee's purposes,insubstantial and used in compliance with this Section.(b)Except as set forth in Section 2(a),Licensee shall not distribute,disclose,copy,reproduce,display,publish,transmit,assign,sublicense,transfer,provide access to,use or sell,directly or indirectly(including in electronic form),any portion of the Licensed Product,or modify or create derivative works of the Licensed Product.(c)Notwithstanding any other provision herein,Licensee shall not:(1)upload,post or otherwise transmit any portion of the Licensed Product on,or provide access to any portion of the Licensed Product through,the Internet,any bulletin board system,any electronic network,any listing service or any other data sharing arrangement not restricted exclusively to Licensee and the Authorized Users, except that(i)Licensee may e-mail a report containing Information that complies with this Section 2 to a limited number of its clients and prospectivve clients,and(ii)Licensee may display solely on its own web site photographs from the Licensed Product that depict properties that Licensee owns, controls, represents or holds exclusives, provided that under no circumstances shall such photographs be posted on any website that may compete with the Licensed Product,;(2)use any portion of the Licensed Product to create,directly or Indirectly, any database or product;(3)access or use the Licensed Product If you are a direct or Indirect competitor of CoStar or provide any portion of the Licensed Product to any direct or indirect competitor of Costar,(4)store,copy or export any portion of the Licensed Product Into any database or other software program,except as set forth in Section 2(a);(5)modify,merge, disassemble or reverse engineer any portion of the Licensed Product;(6)use,reproduce,publish or compile any Information for the purpose of selling or licensing such Information or making such Information publicly available;(7)use or distribute Information that has been verified or confirmed by Licensee for the purpose of developing or contributing to the development of any database,product or service;or(8)use any portion of the Licensed Product in a manner that would violate any U.S.,international,state or local law,regulation,rule or ordinance,including real estate practice,spam and privacy laws. 3.Ownership.Licensee acknowledges that CoStar and its licensors have and shall retain exclusive ownership of all proprietary rights to the Licensed Product,including all U.S.and international Intellectual property and other rights such as patents,trademarks,copyrights and trade secrets.This is a license agreement and not an agreement for sale.Licensee shall have no right or interest in any portion of the Licensed Product except the right to use the Licensed Product as set forth herein.Licensee acknowledges that the Software,Database, Information and Licensed Product constitute the valuable property and confidential copyrighted Information of CoStar and Its licensors (collectively,the"Proprietary Information"). Licensee agrees to(a)comply with all copyright,trademark,trade secret,patent,contract and other laws necessary to protect all rights In the Proprietary Information,(b)not challenge CoStar's and Its licensor's ownership of(or the validity or enforceability of their rights In and to)the Proprietary Information,and(c)not remove,conceal,obliterate or circumvent any copyright or other notice or license,use or copying technological measure included In the Licensed Product.Licensee shall be liable for any violation of the provisions of this Agreement by any Authorized User and by Licensee's employees,Exclusive Contractors,affiliates and agents and for any unauthorized use of the Licensed Product by such persons.Without CoStars consent,Licensee may not use or reproduce any trademark,service mark or trade name of CoStar. 4.lam .The term of this Agreement shall begin on the date of signature by CoStar,shall continue for the initial term specified on the Subscription Form(the"Initial Term"),and shall expire at the end of such Initial Term on the last day of the calendar month in which the Start Date occurred,unless earlier terminated pursuant to the terms hereof.This Agreement shall continue thereafter for successive periods of one(1)year(each such successive period being a"Renewal Term")commencing on the last day of the Initial Term or any Renewal Term, tunlessz3tdeastesixty®(60)edayseprior tititr-laMday' tlitrThitlataTerm r-arty*Rett9NralwrerntrbithdrprdFlr-hatWovidedotheeothea-written notice rrintent-notMOarenew.Licensee acknowledges that it is responsible for payment of License Fees pursuant to paragraph 5 for the entire Renewal Term unless the Agreement Is canceled In accordance with the notice provisions of this paragraph.The"Start Date"shall be the date of dissemination by CoStar of a Passcode for such Licensed Product to Licensee;provided that for existing customers with Passcodes,the"Start Date"shall be the date of signature of this Agreement by CoStar. 5.1 inrnse Fees.Licensee agrees to pay the License Fees and all other fees set forth in this Agreement,which are priced In U.S.dollars and shall be paid in U.S.dollars.Licensee's obligation to pay such fees shall begin on the Start Date.In addition to anything set forth herein,CoStar may:(a)on each anniversary of the last day of the calendar month In which the Start Date occurred,increase the License Fees by a percentage equal to the percentage increase in the Consumer Price Index for All Urban Consumers(CPI-U)for the previous twelve months;and(b)at any time during a Renewal Term Increase the License Fees or charge other fees for any portion of the Licensed Product or service provided by CoStar,provided,that if Licensee does not agree to the Increase or charge Implemented solely under this Section 5(b),then Licensee may give CoStar written notice of termination within sixty(60)days of CoStar's notice of such increase or charge,in which case Licensee shall continue to pay the License Fees in place before the proposed Increase or charge until the last day of the calendar month in which Licensee's notice of termination is delivered,and this Agreement shall terminate with respect to such portion of the Licensed Product on such date.All fees shall be billed in advance in accordance with the billing cycle identified herein and are due net fifteen days.All payments received after the due date will incur a late payment charge from such due date until paid at a rate equal to the lesser of 1.5%per month or the maximum rate permitted under applicable law.In all cases,the amount of License Fees shall be paid by Licensee to CoStar in full without any right of set-off or deduction.CoStar may accept any payment without prejudice to its rights to recover the balance due or to pursue any other right or remedy. No endorsement or statement on any check,payment,or elsewhere will be construed as an accord or satisfaction.The License Fees do not include sales,use,excise or any other taxes or fees now or hereafter imposed by any governmental authority with respect to the Licensed Products.CoStar shall not be bound to use third party payment vendors,and any fees charged by such vendors shall be added to the License Fees payable hereunder. At CoStar's option,Licensee shall pay such taxes or fees directly or pay to CoStar any such taxes or fees immediately upon invoicing by CoStar. 6.Termination.(a)Either party may terminate any portion of this Agreement in the event of:(1)any breach of a material term of this Agreement by the other party which is not remedied within thirty(30)days after written notice to the breaching party;or(2)the other party's making an assignment for the benefit of its creditors,or the filing by or against such party of a petition under any bankruptcy or insolvency law,which Is not discharged within 30 days of such filing.(b)CoStar may terminate any portion of this Agreement immediately without further obligation to Licensee:(1)upon Costar's good faith determination of any violation by Licensee of any provision of Section 1,2,3, or 13(a)hereunder,or any material provision of any other agreement between the parties;or(2)in the event that CoStar discontinues a particular market or markets that form a part of the License Product or discontinues a particular product,upon five(5)days written notice at any time in CoStar's sole discretion in which case CoStar shall refund any fees paid by Licensee to license the terminated portion of the Licensed Product after the effective date of such termination,and Licensee shall be released of its obligation to pay the associated License Fees due after the date of such termination.(c) CoStar may interrupt the provision of any portion of the Licensed Product to Licensee upon CoStar's good faith determination of any violation by Licensee of any provision of Section 1,2, 3,or 13(a)hereunder,or any material provision of any other agreement between the parties,and Licensee shall continue to be responsible for all License Fees,provided that Licensee shall not be responsible for license fees for an interrupted period if there was not an actual violation.CoStar will restore the provision of the Licensed Product only if all amounts due hereunderare paid and if,in CoStar's reasonable opinion,CoStar has received satisfactory assurances as to the cessation of the violation.(d)If the Initial Term or a Renewal Term of this Agreement is designated to last more than one(1)calendar year,notwithstanding anything to the contrary In Section 4 hereof,Licensee may,on a one-time basis and upon written notice to CoStar,terminate such Initial or Renewal Term effective one year from the date CoStar receives such written notice,provided that such one-time termination right shall expire on August 31,2017 or upon Licensee's exercise of Its termination right under this subsection 6(d). (e)Upon Licensee's breach of any term of this Agreement,all License Fees and all other fees payable hereundershall become immediately due and payable In full,and in addition to the foregoing,CoStars remedies shall include any damages and relief available at law or in equity. If CoStar retains any third party to obtain any remedy to which It Is entitled under this Agreement,CoStar shall be entitled to recover all costs,Including attorney's fees and collection agency commissions,CoStar incurs. 7.Post-Termination.At termination or nonrenewal of this Agreement,Licensee may no longer use any portion of the Licensed Product in any manner.Within ten(10)days after the effective date of termination or nonrenewal,Licensee will permanently delete or destroy all elements of the Licensed Product under its control and upon request from CoStar,affirm the completion of this process by execution and delivery to CoStar of an affidavit to that effect reasonably satisfactory to Costar.In addition,CoStar may at its sole expense audit Licensee's compliance with this provision and the terms of the Agreement,provided,that such audit will occur under Licensee's reasonable supervision and Licensee shall cooperate in the conduct of the audit 8.t icensed ProductPmdr ct.During the term of this Agreement,CoStar will provide updated Information to Licensee,which updates may be provided through the Internet or In such other manner as determined by CoStar.Licensee is responsible for providing all hardware,software and equipment necessary to obtain and use the Licensed Product.Licensee is responsible for all charges necessary to access the Licensed Product.CoStar reserves the right to modify any part of the Licensed Product or the way the Licensed Product is accessed at any time,so long as such modifications do not significantly degrade the depth of Information provided to Licensee hereunder. 9.Information.Licensee shall use reasonable efforts to keep CoStar informed about commercial and investment space available for lease and/or sale and transaction information with respect to properties that Licensee owns,controls,represents or holds exclusives.Licensee hereby grants to CoStar an irrevocable,non-exclusive license with respect to CoStar's and its affiliates'databases to use,modify,reproduce and sublicense with respect to commercial real estate information available on Licensee's web site.CoStar acknowledges that if Licensee Initial Here Last Revised:August 30,2012 provides CoStar with any Information or Images,Licensee retains Its rights to such information and images,even following termination of this Agreement. 10. IMITATION ON I!ABILITY.(a)LICENSEE ACKNOWLEDGES THAT,TO THE MAXIMUM EXTENT PERMITTED BY LAW, COSTAR AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS,DIRECTRS ,EMPLOYEES AND THIRD PARTY SUPPLIERS(COLLECTIVELY,THE"COSTAR PARTIES")WILL 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 DELAYS 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 LIABILITY 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 EXCEEED THE TOTAL 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 EXCLUSIVE REMEDY. (c)UNDER NO CIRCUMSTANCES WILL ANY OF THE COSTAR PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, ARISING OUT OF,BASED ON,RESULTING FROM OR IN CONNECTION WITH THIS AGREEMENT OR ANY USE OF THE LICENSED 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 LICENSEE'S EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAILS. (d) NO ACTION ARISING OUT OF OR PERTAINING TO THIS AGREEMENT MAY BE BROUGHT BY LICENSEE MORE THAN ONE(1)YEAR AFTER THE CAUSE OF ACTION HAS ARISEN. (e)THE PROVISIONS OF THIS SECTION APPLY WITHOUT REGARD TO THE CAUSE OR FORM OF ACTION,WHETHER THE DAMAGES ARE GROUNDED IN CONTRACT,TORT OR ANY OTHER CAUSE OF ACTION. 11.NO WARRANTIFS.ALTHOUGH COSTAR MAKES EFFORTS TO PROVIDE AN ACCURATE PRODUCT,THE LICENSED PRODUCT AND ALL PARTS THEREOF ARE PROVIDED'AS 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 LICENSED PRODUCT CONFORMING TO ANY FUNCTION,DEMONSTRATION OR PROMISE BY 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 hereunder are binding on their successors,legal representatives and assigns.Licensee may not assign or transfer(by operation of law or otherwise)this Agreement nor the license granted hereunder,in whole or In part,without the prior written consent of CoStar. 13.Passcodes.Key Tokens.(a)Licensee will designate a person authorized to determine and change the level of each Authorized User's access to the Licensed Product and designated to ensure that Licensee complies with this Agreement.No Authorized User may access the Licensed Product using any Passcode other than the Passcodes assigned to such Authorized User.No Authorized User may share his assigned Passcodes with any other person nor allow any other person to use or have access to his Passcodes.During the term of this Agreement,Licensee will promptly notify CoStar of any Authorized User's change of employment or contractor status with Licensee, including termination of an Authorized User's employment or contractual service with Licensee,and upon such termination Licensee shall destroy the Passcodes for such Authorized User.No Authorized User who ceases to be an employee or Independent Contractor of Licensee may use any Passcodes in any manner.(b)Each Authorized User's access to the Licensed Product may be limited to a designated computer,provided,that an Authorized User may email CoStar Customer Support at support@costar.com to receive an electronic apparatus(a"Key Token")designed to enable such Authorized User to access the Licensed Product from multiple computers for$149 per Key Token(before tax).All Key Tokens licensed by Licensee shall constitute part of the Licensed Product.If a Key Token has been lost,stolen or damaged,upon Licensee's email request to CoStar Customer Service for a replacement Key Token,CoStar shall deliver Licensee a replacement Key Token and Licensee shall pay CoStar$149(before tax)for each such replacement Key Token;provided,that CoStar will replace a Key Token If it malfunctions through normal usage(due to no fault of the Licensee)free of charge during the Initial Term. 14.Noticed.All notices given hereunder will be in writing, delivered personally or mailed by registered or certified mall, return receipt requested,or delivered by a well-recognized overnight U.S.or international carrier.If such notice Is being delivered to Licensee,such notice shall be delivered to Licensee's address specified on the Subscription Form or to such other address as Licensee may specify,and If being delivered to CoStar,delivered to the address set forth on the Subscription Form,Attention:Director of Sales Administration,or to such other address as CoStar may specify.All notices will be deemed given If delivered personally,on the day of delivery,If mailed by registered or certified mail,three days after the date of mailing,If delivered by overnight U.S.mail,one day after mailing,and if delivered by overnight international mail,four days after mailing.Licensee agrees that CoStar may include notices on invoices sent to Licensee by regular mail. 15.Force Majeure.None of the CoStar Parties shall have any liability for any damages resulting from any failure to perform any obligation hereunderor from any delay in the performance thereof due to causes beyond CoStar's control,including Industrial disputes,acts of God or government,public enemy,war,fire,other casualty,failure of any fink or connection whether by computer or otherwise,or failure of technology or telecommunications or other method or medium of storing or transmitting the Licensed Product. 16.User Information.Licensee acknowledges that if It creates any settings,surveys,fields or functions in the Licensed Product or Inputs,adds or exports any data Into or from the Licensed Product(collectively,the"User Data"),none of the CoStar Parties shall have any liability or responsibility for any of such User Data,including the loss,destruction or use by third parties of such User Data.Documents posted by Licensee to the client extranet component of Licensee's designated CoStar Connect web site shall constitute Licensee Content(as defined In the CoStar Connect agreement)and User Data.Licensee acknowledges that it is Licensee's responsibility to make back-up copies of such User Data.For each licensed site, Licensee is allotted an aggregate amount of 100 megabytes of storage space In any CoStar Property Professional Licensed Product per Authorized User located at that site. 17.Choice of Law•Jurisdiction.Right to Elect Arbitration.This Agreement shall be construed under the laws of the District of Columbia without regard to choice of law principles.CoStar irrevocably consents to the exclusive jurisdiction of the federal and state courts located In the District of Columbia for the purpose of any action brought against CoStar in connection with this Agreement or use of the Licensed Product. Licensee irrevocably consents to the jurisdiction and venue of the federal and state courts located in the District of Columbia,or in any State where Licensee's Authorized Users are located,for purposes of any action brought against Licensee in connection with this Agreement or use of the Licensed Product. Should CoStar file or threaten to file a judicial action against Licensee alleging violation of CoStar's intellectual property rights or violation of Section 2 of this Agreement,Licensee may elect to resolve CoStar's claims through binding arbitration to be governed by the Commercial Arbitration Rules of the American Arbitration Association and to be held in the District of Columbia pursuant to the laws of the District of Columbia. Such right must be invoked within twenty(20)days of CoStar's filing of or threat to file a judicial action. Provided,however,that nothing In this paragraph shall be construed to prohibit or prevent CoStar from requesting any legal or equitable relief or remedy of any kind in an action commenced in state or federal court or in any arbitration proceeding. 18.Jvliscaflenernrf.This Agreement contains the entire understanding of the parties with respect to the Licensed Product and supersedes any prior oral or written statements by Licensee, CoStar,or their respective representatives and documents with respect to such subject matter,provided,that this Agreement does not supersede any other written license agreement between the parties unless expressly provided herein.Licensee agrees to keep the terms of this Agreement strictly confidential.This Agreement may not be amended,modified or superseded,nor may any of its terms or conditions be waived,unless expressly agreed to In writing by all parties.If any provision of this Agreement not being of a fundamental nature is held to be Invalid,illegal or unenforceable,the validity,legality and enforceability of the remainder of the Agreement will not be affected. If a provision is held to be Invalid,illegal or otherwise unenforceable,it shall be deemed to be replaced with an enforceable provision that retains the intent and benefits of the original provision.Licensee acknowledges that in the event of a breach of any of these terms by Licensee,CoStar may suffer Irreparable harm and shall be entitled to injunctive relief(without the necessity of posting a bond)as well as all other monetary remedies available at law or in equity.The failure of any party at any time to require full performance of any provision hereof will in no manner affect the right of such party ata later time to enforce the same.Headings are for reference only.The provisions of Sections 2(b),2(c),3,5,6(e),7,and 10 through 18 hereof will survive nonrenewal or termination of this Agreement Initial Here Lest Revised:August 30,2012 FTC NOTICE To settle concerns arising from CoStar Group, Inc.'s ("CoStar") proposed acquisition of LoopNet Inc.("LoopNet"), CoStar has agreed to enter into a consent order (the "Order") with the Federal Trade Commission ("FTC"). This document explains some provisions of the Order that may affect how CoStar does business with you. The FTC and CoStar agreed that CoStar would send this document to you to be sure you are aware of the Order and its key terms. This Order does not impose obligations on you. Rather, it gives you certain rights in your business dealings with CoStar. Below is a brief description of those rights, and directions on how you can get more information about the FTC's Order. The Order makes clear that you may choose to do business and to provide commercial real estate listings and information to CoStar's competitors, and that CoStar won't offer you less favorable price or other contract terms because of that. CoStar may by contract continue to prohibit you from providing data from CoStar's database to CoStar's competitors.However,your contract allows you to provide CoStar's competitors with commercial real estate listings and information derived independently of CoStar's databases. The Order also protects you from the early termination of your contract by CoStar except in certain circumstances. With a few exceptions, CoStar may not terminate its services without prior notice to you, unless: (1) CoStar obtains an order from a judge or an arbitrator;or(2) CoStar follows a procedure outlined in the Order that requires CoStar to provide written notice of the termination to the monitor appointed by the Commission, discuss the reasons for the termination with you within 2 days after the termination,and follow other steps. In many circumstances, you will have the right to arbitrate any contract dispute with CoStar. The Order also ensures that CoStar will not penalize you if you provide commercial real estate listings or information to CoStar's competitors, endorse or invest in CoStar's competitors, or exercise your right to terminate a multi-year contract. CoStar may continue to charge different prices and offer different products to its customers, and may terminate or decline to renew contracts if customers do not agree to the contract terms permitted by the Order. However, the Order generally ensures that CoStar will not offer less favorable prices, product offerings, or other contract terms, and will not terminate your relationship with CoStar because you are doing business with CoStar's competitors. The Order gives you additional protections with respect to how you purchase CoStar products. For example, CoStar may not require you to subscribe to one of CoStar's products as a condition to subscribing to another CoStar product. Similarly, CoStar may not require you to subscribe to products covering one or several geographic areas as a condition to subscribing to products covering other geographic areas. However, CoStar may continue to offer its customers discounts if they purchase more than one of CoStar's products or subscribe to products covering more than one geographic area. CoStar also may offer its listings and information products to its customers bundled together on new platforms, although CoStar has agreed that if it does, it will also continue to offer the products separately for about 3 years at commercially reasonable prices. For more information: This document summarizes some but not all of the Order and its terms. CoStar's actual obligations are described in the Order itself, which you can read and download in its entirety on the Federal Trade Commission's web site at http://www.ftc.gov/os/caselist/1110172/120426costardo.pdf. If you have any questions about the Order, you may contact CoStarat ftccompliance@costar.com or the FTC at http://www.ftc.gov/ftc/contact.shtm.Guy Dorey is the FTC's monitor;you may reach him at guy@dorey.com. ' r 12/27/2016 CoStar Terms of Use 1CoSWrr •• (/). 1J CoStar" Terms of Use YOUR USE OF THIS WEB SITE CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS OF USE. Acceptance of Terms of Use This site (the"Site") is operated by CoStar Realty Information, Inc. and its affiliates (collectively, "CoStar" or "we" or"us"). By accessing or using this Site (or any part thereof), you agree to be legally bound by the terms and conditions that follow (the"Terms of Use") as we may modify them from time to time. These Terms of Use apply to your use of this Site, including the CoStar services offered via the Site.They constitute a legal contract between you and CoStar, and by accessing or using any part of the Site you represent and warrant that you have the right, power and authority to agree to and be bound by these Terms of Use. If you do not agree to the Terms of Use, or if you do not have the right, power, and authority to agree to and be bound by these Terms of Use,you may not use the Site. Notwithstanding anything to the contrary herein, if you and CoStar have entered into a separate written agreement that covers your use of a CoStar service, the terms and conditions of such agreement shall control with respect to such service to the extent they are inconsistent with these Terms of Use. Purpose of Site The Site is intended to provide information about commercial real estate and CoStar and its affiliates.The information and services offered on or through this Site are provided solely for general business information, do not constitute real estate, legal,tax, accounting or other professional advice, or an offer to sell or lease real estate, and may not be used for or relied upon for these purposes. No lawyer-client, advisory, fiduciary or other relationship is created by your accessing or using this Site or communicating by way of email or through this Site.You shall not use information and services offered on or through this Site for personal, family or household purposes or to determine an individual's eligibility for credit, insurance, employment, or government license or benefit. Services The information, data, text, software, photographs, images, graphics, organization, layout, design, and other content contained on or provided through this Site (collectively, the "Content") are proprietary to CoStc r and its licensors, and are protected by copyright and other Canadian and international intellectual property rights, laws and treaties. The Content includes proprietary databases (the"Database") of commercial real estate information, which, by way of example, include information, text, photographic and other images and data contained therein (collectively, the"Information") and the proprietary organization and structures for categorizing, sorting and displaying such Information, and the related software ("Software").The Site, Content, Database, Information, Software and any portion of the foregoing, including any derivatives, adaptations, successors, updates or modifications provided thereto and any information derived from the use of the Database, including as a result of the verification of any portion of the Information, are collectively referred to herein as the "Product". Those portions of the Product that may be accessed by the general public and that do not require any use of Passcodes (as defined below) are referred to as the "Non-Passcode Protected Product". Those portions of the Product that require use of Passcodes for access and are available only to individuals or entities ("CoStar Clients"), or those acting through them,who enter into a License Agreement (as defined below) with CoStar that authorizes access to such CoStar service are referred to as the "Passcode Protected Product". The Passcode Protected Product includes, for example, the CoStar Property Professional®, CoStar COMPS Professional®, and CoStar Tenant®services as well as the CoStar COMPS Express®, CoStar Property Express®, CoStar Listings Express®, and Showcase.com® (Showcase.com (http://www.showcase.com/)) services. CoStar ufilizes registered and unregistered trademarks protected by United States, Canadian and other laws. A"License Agreement" is defined as either (i) a written hand-signed contract between a CoStar Client and CoStar that authorizes access to a CoStar service, or (ii) an online contract between the CoStar Client and CoStar that is formed by online registration and acceptance of these Terms of Use or other online contract established by CoStar and that authorizes access to a CoStar service. Only Authorized Users for a Passcode Protected Product may access such product and they may access it solely using the user name, password and, if applicable, key token (collectively, the "Passcodes") assigned to such user by CoStar.'1 gr agree that, by using a Passcode to access the Passcode Protected Product, CoStar may use the Passcode as fne means httpJ/www.costar.com/aboutferms-conditions 1/c' 12/27/2016 CoStar Terms of Use ICoStar authenticate your identity for the purposes of using the Passcode Protected Product.CoStar'is under no obligation to confirm the actual identity of or authority of any party accessing the Passcode Protected Product under your Passcod . An Authorized User will maintain the confidentiality of his Passcode and may not share his Passcodes with any other person, nor may an Authorized User allow any other person to use or have access to his Passcodes. You agree to notify Steven Williams, Asst. Director of CoStar Group, Inc., via email at swillidms@costar.com (mailto:swilliams@costar.com) or via telephone at 888-226-7404 immediately of any unauthorized use of any Passcode or other breach of security. Unauthorized attempts to (i) defeat or circumvent Passcodes or other security features, (ii) use the Site or the Product for other than intended purposes, or (iii) obtain, alter, damage or destroy information or otherwise to interfere with the system of its operation are not permitted and may result in a loss of access to the Passcode Protected Product. Evidence of such acts may also be disclosed to law enforcement authorities and result in criminal prosecution under the laws of the United States, Canada or such other jurisdictions as may apply. An Authorized User is defined as an individual (a) employed by a CoStar Client or an Exclusive Contractor (as defined below) of a CoStar Client at a site identified in the License Agreement, and (b) who is specified in the License Agreement as a user of a specific Passcode-Protected Product and represented by the Client to be an employee or Exclusive Contractor of the Client.An "Exclusive Contractor" is defined as an individual person working solely for the CoStar Client and not another company with real estate information needs or for themselves and performing substantially the same services for such CoStar Client as an employee of such CoStar Client. CoStar's issuance of a Passcode shall not be construed as a confirmation or admission by CoStar that the person receiving the Passcode qualified as an Authorized User. Free Trial From time to time, in CoStar's sole discretion, CoStar may offer a free trial period ("Free Trial") to certain individuals ("Free Trial Participant") chosen by CoStar to participate in the free trial. CoStar will specifically notify the Free Trial Participants of their eligibility to participate in the Free Trial. Unless terminated sooner by CoStar,the Free Trial shall last for the length of time specified in the email from CoStar that distributes Passcodes to the Free Trial Participant or in any other notification to the Free Trial Participant by CoStar.The terms set forth in that email or notification, combined with these Terms of Use, shall constitute a License Agreement between CoStar and the Free Trial Participant relating to such individual's access to and use of the associated Passcode Protected Product being offered through the Free Trial. During the Free Trial the Free Trial Participant shall be considered an Authorized User and a CoStar Client (as defined in these Terms of Use) and may use the Passcode Protected Product during the Free Trial subject to and solely in accordance with the terms outlined in such License Agreement relating to the Free Trial (which includes these Terms of Use). Permitted Uses Subject to the provisions in these Terms of Use,you may use the Non-Passcode Protected Product (or, if you are an Authorized User, subject to the provisions in your License Agreement and these Terms of Use, you may use the applicable Passcode-Protected Product), in the ordinary course of your business for: (1) Your internal research purposes; (2) Providing information regarding a limited number of particular properties and market trends to your clients and prospective clients; (3) Marketing properties; (4) Supporting your valuation, appraisal or counseling regarding a specific property; and (5) Creating periodic general market research reports for in-house use or for clients'or prospective clients' use, provided that such reports do not contain building-specific or tenant-specific Information and are not commercially or generally distributed. Subject to the provisions in your License Agreement and these Terms of Use, you may print Information or copy Information into word processing, spreadsheet and presentation programs (or other software programs with the express written consent of CoStar), so long as the level of Information being printed or copied is reasonably tailored for your purposes, insubstantial and used in compliance with these use and copying provisions. Notwithstanding the foregoing,the Information you access through the"Free Building Lookup"feature on this Site may only be viewed by you for your individual, non-commercial use while visiting this Site. Prohibited Uses tittpJ/www.costar.com/aboutfterms-conditions 2/26 12/27/2016 CoStar Terms of Use I CoStar You shall not, except (i) as may be expressly set forth above under "Permitted Uses" and (ii) to the extent necessary to integrate commercial property listings within CoStar's commercial real estate marketing website available through CoStar Showcase®, (a) distribute, disclose, copy, reproduce, communicate to the public by telecommunication, make available, display, publish, transmit, assign, sublicense, transfer, provide access to, use, rent or sell, directly or indirectly (including in electronic form) any portion of the Product, or (b) modify, adapt or create derivative works of any portion of the Product. Notwithstanding anything to the contrary herein,you shall not: (1) Access any portion of a Passcode-Protected Product unless you are an Authorized User for such Passcode-Protected Product using the Passcodes assigned to you by CoStar to access the components and services of the Passcode-Protected Product that your License Agreement authorizes you to access, subject to the terms contained therein and in these Terms of Use; (2) Access or use any portion of the Product if you are a direct or indirect competitor of CoStar, nor shall you provide, disclose or transmit any portion of the Product to any direct or indirect competitor of CoStar (by way of example, a "direct or indirect competitor" of CoStar includes, but is not limited to, Internet listing services or other real estate information services and employees, independent contractors and agents of such services); (3) Provide your Passcode or otherwise provide access to a Passcode-Protected Product to any individual other than yourself, including by providing the results of queries of or reports generated from a Passcode-Protected Product to a person who is not a client or prospective client. (4) Use or distribute any Information from the Product, including Information that has been verified or confirmed by you or anyone else, to directly or indirectly create or contribute to the development of any database or product; (5) Modify, merge, decompile, disassemble, scrape, translate, decode or reverse engineer any portion of the Product, or use any data mining, gathering or extraction tool, or any robot, spider or other automatic device or manual process, to monitor or copy any portion of the Product or the data generated from it; (6) Use, reproduce, publish or compile any portion of the Product for the purpose of selling or licensing any portion of the Product or making any portion of the Product publicly available; (7) Store, copy or export any portion of the Product into any database or other software, except as expressly set forth in the Permitted Uses above; (8) Upload, post or otherwise publish any portion of the Product on, or provide access to any portion of the Product through,the Internet, any bulletin board system, any other electronic network, any data library, any listing service or any other data sharing arrangement, except that you may e-mail a report containing Information that complies with the Permitted Use provisions set forth above to a limited number of your clients and prospective clients; (9) Upload, post, e-mail, make available or otherwise transmit or communicate to the public by telecommunication any information, data, text, software, photographs, images, graphics, or other content to or through the Product, or use any portion of this Product in a manner, that: (a) is unlawful,threatening, abusive, harmful, libelous, tortious, defamatory, false, misleading, obscene, vulgar, racially or ethnically offensive, invasive of privacy or publicity rights, inclusive of hate speech, or would constitute or encourage a criminal offence, violate the rights of any party, give rise to liability or violate any local, provincial, federal or international law, intentionally or unintentionally, or is otherwise objectionable; (b) infringes any patent, copyright, trademark,trade secret, or other,proprietary right of any party or violates the privacy or publicity rights of any party; (c) constitutes unlawful advertising or fraudulent, unfair or deceptive practices, "spam," or any other form of unlawful solicitation in the United States, Canada or other county, including the Kansas non-solicitation law (K.S.A. 45-230), which, with limited exceptions, prohibits anyone from knowingly selling, giving or receiving, for the purpose of selling or offering for sale any property or service to persons listed therein, any list of names and addresses contained in or derived from Kansas public records; or (d) contains software viruses or any other computer code,files or programs that are designed to or have the capability to interrupt, modify, damage, improperly access, disable, destroy or limit the functionality of the Product or servers or networks connected thereto or the activities of other users of the Product or of any computer software or hardware or telecommunications equipment. (10) Except as set forth in a License Agreement,you acknowledge and agree that you do not have a right to make available, communicate to the public by telecommunication,transmit under any law, contractual obligation (i.e., nondisclosure agreement) or fiduciary duty any information about the Product. http://www.costar.com/about/terms-conditions 3/26 12/27/2016 CoStar Terms of Use I CoStar (11) Impersonate any person or entity, including but limited to an Authorized User, or falsely state or otherwise misrepresent any registration information, or otherwise disguise the origin of any information, data, text, software, photographs, images, graphics, or other content posted on or transmitted through the Product; and (12) Use any portion of the Product to encourage or engage in illegal activity, stalk or harass another person, or violate these Terms of Use or any applicable local, state, provincial, national or international law, rule, regulation or ordinance, including without limitation, state, provincial and local real estate practice, spam or privacy laws. Fees You are responsible for the timely payment of any fees incurred by your use of components and services available on the Site or via links to other web sites, and all taxes applicable to your use of the Product. SUBJECT TO THE TERMS OF ANY LICENSE AGREEMENT BETWEEN COSTAR AND YOUR COMPANY, WE RESERVE THE RIGHT, AT ANY TIME AND FROM TIME TO TIME, TO PROSPECTIVELY CHANGE THE NATURE AND AMOUNT OF FEES CHARGED FOR ACCESS TO THE PRODUCT OR ANY OF THE COMPONENTS OR SERVICES AVAILABLE ON THE PRODUCT, AND THE MANNER IN WHICH SUCH FEES ARE ASSESSED. If you are accessing the Passcode Protected Product, you agree: (1) to provide CoStar with accurate and complete registration and billing information and to promptly update such information in the event it changes; and (2) to pay any applicable license fees or other fees incurred by your use of the Passcode-Protected Product. With respect to the online registration for subscribing to market commercial real estate listings through CoStar Showcase® (Showcase.com (http://www.showcase.com/)),you agree to a recurring monthly charge,on your credit card until canceled by you upon 30 days written notice to CoStar. Termination and Interruption of Access You acknowledge and agree that CoStar may interrupt, terminate, discontinue, or block your access to the Product or portions thereof at any time, subject to the terms of any License Agreement in place between you or your company and CoStar. CoStar reserves the right to terminate or suspend your use of a CoStar service or to terminate your License Agreement upon a good faith determination of a violation of the terms of any material provision of any other agreement between the parties or their affiliates. In the event such suspension or termination occurs, you shall cease using any portion of the Product, permanently delete or destroy all portions of the Product within your possession, custody or control, and, upon written request from CoStar, certify, in writing, your compliance with this provision. If you are a CoStar Client, your License Agreement sets forth an initial term that expires on a specified date and that may automatically renew for a specified length. Following the effective date of termination or non-renewal of your License Agreement,you shall cease using any portion of the Product. In addition, you shall permanently delete or destroy all portions of the Product within your possession, custody or control and, upon written request from CoStar, certify, in writing, your compliance with this provision. If you are a CoStar Client and the current Initial or Renewal Term of your License Agreement expires in more than one year's time, you have a one-time right to terminate your License Agreement for no or any cause with 12 month's advance notice, without payment or penalty of any kind. Such notice shall be provided on the terms of your License Agreement with CoStar. Confidentiality Within Web Version of CoStar Property Professional® The documents stored in the "My Survey" section of the CoStar Property Professional®service are intended to be confidential. Except as otherwise provided herein, CoStar personnel shall not review or disclose to others the documents or other information stored there.Authorized access is designed to be restricted to the Authorized User(s) that store the information there and other users designated by such Authorized User(s) to have access to the information. Consistent with this goal of confidentiality, in addition to any other right provided for herein, CoStar reserves the right to compile statistical information regarding use of various features of this Site and CoStar's services, including the "My Survey" section of CoStar Property Professional. CoStar also reserves the right for CoStar and its contractors to access any portion of its services to perform customer support, product or system development, routine security inspections, to protect against unauthorized use of our products or services, to respond to legal process, or if otherwise required to do so by law. Submitted Content This Product may include opportunities for users to submit information, data, text, photographs, images, graphics, messages, links, expressions of ideas and other content to the Product,for it to be publicly displayed on the Product, used by CoStar in connection with researching real estate activity, or for some other purpose ("Submitted Content"). CoStar acknowledges that if you provide CoStar with any information or images,then you retain any applicable ownership rights http://wWw.costar.com/about/terms-condtions 4/26 12/27/2016 CoStar Terms of Use I CoStar that you may have with respect to such information and images. However, you understand that all such Submitted Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from which such content originated.This means that you, and not CoStar, are entirely responsible for all such content that you upload, post, e-mail or otherwise transmit to or via the Product. CoStar is under no obligation to post or use any such Submitted Content you may provide and may remove any such content at any time in CoStar's sole discretion. • You agree that CoStar may adjust portions of the Information contained within the Product. Any such adjustment will have no material impact on the meaning and interpretation of the Information, but will serve as a means of uniquely identifying the Information as having been supplied to you. You accept that this is a legitimate and lawful security precaution on the part of CoStar, and accept further that in the event that any third party has access to Information that can be identified as having your unique adjustments a prima facie breach of security and of these Terms of Use on your part may be assumed by CoStar. With respect to all Submitted Content you elect to upload, post, e-mail or otherwise transmit to or via the Product, you grant CoStar and its affiliates and their Licensees a royalty-free, perpetual, irrevocable, non-exclusive and fully sub- licensable right and license (through multiple tiers) to use, reproduce, communicate to the public by telecommunications, make available, adapt, perform, display, publish, translate, prepare derivative works from, modify, distribute, sell, rent and take any other action with respect to such content (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed.You further acknowledge and agree that CoStar may preserve any such content and may also disclose such content in its discretion.The foregoing license is without restrictions of any kind and without payment due from CoStar. You also hereby forever waive and agree never to assert any and all Moral Rights you may have in or with respect to any Submitted Content. "Moral Rights" means any so-called "moral rights"or"droit moraux" or any similar right which you may have in any Submitted Content, existing under judicial or statutory law of any country in the world, or under any treaty. For greater certainty, these so-called "moral rights" or"droits moraux" shall not include the so-called "paternal right". You represent and warrant that (a) you own or have the full right, power and authority to grant to CoStar use of and rights in and to all Submitted Content that you upload, post, e-mail or otherwise transmit to or via the Product; (b) your license of such content to CoStar hereunder does not, and the use or license of such content by CoStar to third parties will not, infringe any right or interest owned or possessed by any third party; and (c) there are no claims,judgments or settlements to be paid by you, or pending claims or litigation, relating to such content. You acknowledge and agree that your submitting Submitted Content to the Site does not create any new or alter any existing relationships between you and CoStar. CoStar has no obligation to monitor or screen Submitted Content and is not responsible for Submitted Content. However, CoStar reserves the right, in its sole discretion, to monitor Submitted Content, edit Submitted Content or delete Submitted Content at any time for any reason or no reason. CoStar Lease AnalysisTM You own the lease information you submit to Lease Analysis. What's yours stays yours, and you can do anything you want with your data. If you are a commercial real estate owner, investor, broker or property manager, as long as you are a client, CoStar will always provide you access to your-information in Lease Analysis at your request. And if you are a firm that owns, invests in, brokers, or manages commercial real estate, as long as you are a client, we will also always provide you with access to the lease information submitted by your users at your request. CoStar will protect the lease information you submit and will treat it confidentially. This means that the researchers that collect the data in CoStar cannot see your information and that CoStar will secure it in a separate database. CoStar will also never disclose or make identifiable the details of any specific lease that you submit, such as the property address or owner or tenant name. Instead, when you upload lease information to Lease Analysis, you grant CoStar permission to aggregate that information, identify trends and disclose those trends within analyses or reports we may provide to our customers. Any such analysis or report will not include the details of any submitted lease and will not otherwise disclose information sufficient to identify any lease you submit. We will apply a "Rule of 5". This means that CoStar will only disclose aggregated lease data based on information taken from 5 or more leases, involving at least 5 different buildings, owners and tenants. For example, a report provided by CoStar analyzing effective rents in Toronto, Ontario would include aggregated effective rent information taken from a minimum of 5 leases involving at least 5 different buildings, owners and tenants, and the report would never disclose the specific details of a lease you submitted. In the event that you submit any personal information to Lease Analysis, you hereby represent and warrant that you have all consents necessary to share such information. CoStar Lease Corn psTM http://www.costar.com/about/terms-conditions 5/26 12/27/2016 CoStar Terms of Use I CoStar When you create your own lease comp in CoStar Lease CompslM, we not only protect the lease comps you add in a secure and separate database and prevent anyone at CoStar from seeing or accessing them, but we also do not use the information for any purpose, including aggregating data from comps you enter. Map Data Certain map data, including'public transportation information, is ©Urban Mapping, Inc. and/or other parties, and is used with permission. Links; Framing You may provide a hyperlink to the home page of this Site, which is www.costar.com (http://www.costar.com/), or to www.showcase.com (http://www.showcase.com/) provided that you must remove any such link upon request from CoStar. Except as set forth in the preceding sentence, or as otherwise authorized by CoStar in writing, links to and the framing of this Product or any of its Content is prohibited. For your convenience, the Product may include links to other sites, some of them owned and operated by CoStar and some of them owned and operated by third parties. Under no circumstances shall CoStar be deemed to be associated or affiliated with, or viewed as endorsing or sponsoring, any web site that links to this Site, or is linked to from this Site, or any service or product that may be offered through such web sites.CoStar has not necessarily reviewed any or all of the content of such other web sites, does not guarantee the accuracy or timeliness of such sites, and disclaims responsibility for the content and services available therein. Different terms and conditions may apply to your use of any linked sites. It is your responsibility to review any such terms and conditions in connection with your use of any such sites.Any issues or disputes that may arise with respect to any such sites shall solely be between you and the applicable third party. Information Regarding Accuracy, Completeness and Timeliness of Information in the Product The Product is provided for general information only and should not be relied upon or used as the basis for making significant decisions without consulting primary or more accurate, more complete or more timely sources of information. Any reliance upon the Product shall be at your own risk. Neither we, nor any third party involved in creating, producing or delivering the Product, is responsible if the Product is not accurate, complete or current. Neither we, nor any third party involved in creating, producing or delivering the Product, has any responsibility for any consequence relating directly or indirectly to any action or inaction that you take based on the Product. No Warranties ALTHOUGH COSTAR ATTEMPTS TO PROVIDE AN ACCURATE PRODUCT, THE PRODUCT AND ALL PARTS THEREOF ARE PROVIDED"AS IS", "WITH ALL FAULTS"AND "AS AVAILABLE". COSTAR,AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES,AGENTS, AND THIRD PARTY SUPPLIERS OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE"COSTAR PARTIES") CANNOT AND DO NOT REPRESENT, WARRANT OR COVENANT THAT (I) THE PRODUCT WILL ALWAYS BE ACCURATE, COMPLETE, CURRENT, OR TIMELY; (II) THE OPERATION OF, OR YOUR ACCESS TO, PRODUCT THROUGH THE SITE WILL ALWAYS BE UNINTERRUPTED OR ERROR-FREE;AND/OR (III) DEFECTS OR ERRORS IN THE SITE OR THE PRODUCT, BE THEY HUMAN OR COMPUTER ERRORS, WILL BE CORRECTED. THE COSTAR PARTIES DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION (1) AS TO TITLE, MERCHANTABILITY, FITNESS FOR ORDINARY PURPOSES AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SYSTEM INTEGRATION, 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 PRODUCT CONFORMING TO ANY FUNCTION, DEMONSTRATION OR PROMISE BY ANY COSTAR PARTY, AND (5) THAT ACCESS TO OR USE OF THE PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE. ANY RELIANCE UPON THE PRODUCT IS AT YOUR OWN RISK AND THE COSTAR PARTIES MAKE NO WARRANTIES. COSTAR RESERVES THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO THE PRODUCT OR ANY FEATURE OR PART THEREOF AT ANY TIME. Limitation of Liability TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE COSTAR PARTIES WILL NOT BE HELD LIABLE FOR ANY LOSS, COST OR DAMAGE SUFFERED OR INCURRED BY YOU OR ANY THIRD PARTY INCLUDING WITHOUT LIMITATION THOSE ARISING OUT OF OR RELATED TO ANY FAULTS, INTERRUPTIONS OR DELAYS IN THE PRODUCT, OUT OF ANY INACCURACIES, ERRORS OR OMISSIONS IN THE INFORMATION CONTAINED IN THE PRODUCT, REGARDLESS OF HOW http://www.costar.com/about/terms-conditions 6/26 12/27/2016 CoStar Terms of Use I CoStar SUCH FAULTS, INTERRUPTIONS, DELAYS, INACCURACIES, ERRORS OR OMISSIONS ARISE, OR FOR ANY UNAUTHORIZED USE OF THE PRODUCT. IN ADDITION, IF YOU HAVE NOT PAID ANY FEES TO COSTAR TO ACCESS THE PRODUCT,TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IF YOU DOWNLOAD ANY CONTENT FROM THIS PRODUCT,YOU DO SO AT YOUR OWN DISCRETION AND RISK. NONE OF THE COSTAR PARTIES SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM, RELATING TO OR RESULTING FROM THE PRODUCT, THESE TERMS OF USE, OR YOUR USE OR INABILITY TO USE ANY OF THE FOREGOING. THESE LIMITATIONS OF LIABILITY INCLUDE DAMAGES FOR ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAYS, COMPUTER VIRUSES, LOSS OF PROFITS, LOSS OF DATA, UNAUTHORIZED ACCESS TO AND ALTERATION OF YOUR TRANSMISSIONS AND DATA, AND OTHER TANGIBLE AND INTANGIBLE LOSSES. NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO THE CONTRARY, AND TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT WILL THE MAXIMUM AGGREGATE, CUMULATIVE LIABILITY OF THE COSTAR PARTIES FOR ANY AND ALL REASONS TO ANY PARTY FOR DAMAGES, DIRECT OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE PRODUCT, THESE TERMS OF USE, OR A SEPARATE LICENSE AGREEMENT EXCEED THE TOTAL AMOUNT OF LICENSE FEES ACTUALLY PAID TO COSTAR UNDER THE RELEVANT LICENSE AGREEMENT BETWEEN THE RELEVANT COSTAR CLIENT AND COSTAR DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE SUCH CLAIM AROSE, REGARDLESS OF THE CAUSE OR FORM OF ACTION. RECOVERY OF THIS AMOUNT SHALL BE THE SOLE AND EXCLUSIVE REMEDY FOR THE COSTAR CLIENT OR ANY OTHER PARTY FOR ANY APPLICABLE DAMAGES. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY OF THE COSTAR PARTIES BE HELD LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR ANY OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, ARISING OUT OF, BASED ON, OR RESULTING FROM, OR IN CONNECTION WITH THE PRODUCT,THESE TERMS OF USE, OR YOUR USE OR INABILITY TO USE ANY OF THE FOREGOING, EVEN IF COSTAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING EXCLUSION OF DAMAGES IS INDEPENDENT OF THE EXCLUSIVE REMEDY DESCRIBED ABOVE AND SURVIVES IN THE EVENT SUCH REMEDY FAILS. NONE OF THE COSTAR PARTIES SHALL HAVE ANY LIABILITY FOR ANY DAMAGES RESULTING FROM ANY FAILURE TO PERFORM ANY OBLIGATION HEREUNDER OR FROM ANY DELAY IN THE PERFORMANCE THEREOF DUE TO CAUSES BEYOND COSTAR'S CONTROL, INCLUDING, WITHOUT LIMITATION, INDUSTRIAL DISPUTES, ACTS OF GOD OR GOVERNMENT, PUBLIC ENEMY, WAR, FIRE, OTHER CASUALTY, FAILURE OF ANY LINK OR CONNECTION WHETHER BY COMPUTER OR OTHERWISE, OR FAILURE OF TECHNOLOGY OR TELECOMMUNICATIONS OR OTHER METHOD OR MEDIUM OF STORING OR TRANSMITTING THE PRODUCT. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." THESE FOREGOING LIMITATIONS APPLY WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF THE COSTAR PARTIES WERE NEGLIGENT OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN COSTAR AND YOU.THE PRODUCT WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COSTAR THROUGH THE PRODUCT CREATE ANY WARRANTY, REPRESENTATION AND/OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. NO ACTION ARISING OUT OF OR PERTAINING TO THESE TERMS OF USE MAY BE BROUGHT MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ARISEN. User Data If you create any settings, surveys, fields or functions in the Product or input, add or export any data into or from the Product (collectively, the "User Data"), none of the CoStar Parties shall have any liability or responsibility for any of such User Data, including the loss, destruction or use by third parties of such User Data. It is your responsibility to make back- up copies of such User Data. Your Liability If you cause a technical disruption of the Product,you agree to be responsible for any and all liabilities, costs and expenses (including reasonable attorneys'fees, fines, and costs of enforcement) arising from or related to that disruption. Upon your breach of any term of these Terms of Use or a separate License Agreement, CoStar's remedies shall include any damages and relief available at law or in equity as well as interruption and/or termination of your access to the Product or any portion thereof and permanent deletion or destruction of all portions of the Product within your possession, http:l/www.costar.com/about/terms-conditions 7/26 12/27/2016 CoStar Terms of Use I CoStar • custody or control. If CoStar retains any third party to obtain any remedy to which it is entitled under these Terms of Use or a separate License Agreement, CoStar shall be entitled to recover all costs, including attorney's fees or collection agency commissions, CoStar incurs. Indemnty You agree to indemnify, defend, and hold harmless the CoStar Parties from and against any third party action, suit, claim or demand and any associated losses, expenses, damages, costs and other liabilities (including reasonable attorneys' fees), arising out of or relating to your (and your users') Submitted Content, use or misuse of any portion of the Product, or your violation of these Terms of Use or a separate License Agreement.You shall cooperate as fully as reasonably required in the defense of any such claim or demand. CoStar and any third party involved in creating, producing, or delivering the Product reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, at your expense, and you shall not in any event settle any such matter without the written consent of CoStar and any such third party. Privacy CoStar is committed to respecting the privacy of your personal information in connection with your use of this Site. We take great care to keep your personal information confidential and secure. However,the Internet is not a totally secure medium of communication. For this reason, we cannot guarantee the privacy of any information you input on this site, send to us, or request be delivered to you on the Internet. CoStar will not be responsible for any damages you or others may suffer as a result of the loss of confidentiality of any such information. Use of the Product is subject to CoStar's Privacy Policy, located at www.costar.com (http://www.costar.com/), which is hereby incorporated into, and made part of, these Terms of Use. CoStar reserves the right, and you authorize us, to use the Product and any and all other personal information provided by you in any manner consistent with our Privacy Policy. CoStar conducts product research using professional researchers conducting phone interviews of commercial real estate market participants and their agents. By using CoStar's services and agreeing to these terms of use,you consent to the recording of your telephone or other communications with CoStar representatives, including research, customer service and sales personnel, for training, quality assurance and archival purposes. Trademarks The Product employs various trademarks and service marks of CoStar and of other third parties.All of these trademarks and service marks are the property of their respective owners.You agree not to use or display them in any manner without the prior written permission of the applicable trademark owner. Procedure for Making Notification of Claims of Copyright Infringement CoStar and its affiliates respect the intellectual property of others, and we ask those posting or transmitting any content to or through this Site to respect copyright law. It is the policy of CoStar to restrict and/or terminate in appropriate circumstances the ability to submit content and/or use this Product by individuals or entities that repeatedly submit infringing content in violation of these Terms of Use. If you believe that your work has been copied and is available on this Site or our other online services in a way that constitutes copyright infringement, you may notify CoStar according to the notice requirements of the Digital Millennium Copyright Act and any other applicable law. Pursuant to 17 U.S.C. Section 512, CoStar's DMCA registered agent can be reached as follows: by mail to Legal Department (attn: General Counsel), CoStar Realty Information, Inc., 1331 L Street, N.W., Washington, DC 20005; by e-mail to copyright@costargroup.com (mailto:copyright@costar.com); and by telephone at 202-346-6500. Ownership You acknowledge that CoStar and its licensors have and shall retain exclusive ownership of all proprietary rights in or to the Product, including all Canadian and international intellectual property and other rights such as patents, trademarks, copyrights and trade secrets.This is a license agreement and not an agreement for sale. You shall have no right or interest in any portion of the Product except the right to use the Product as set forth in these Terms of Use and, if you are a CoStar Client, your License Agreement.You acknowledge that the Software, Database, Content, Information, Passcode- Protected Product, Non-Passcode-Protected Product, and Product constitute the valuable property and confidential copyrighted information of CoStar and its licensors (collectively,the"Proprietary Information").You agree to (a) comply with all copyright, trademark, trade secret, patent, contract and other laws necessary to protect all rights in the Proprietary Information, (b) not challenge CoStar's and its licensor's ownership of (or the validity or enforceability of their rights in and to) the Proprietary Information, and (c) not remove, conceal, obliterate or circumvent any copyright or other notice or license, use or copying technological measure or rights management information included in the Product.You shall be liable for any violation of the provisions of these Terms of Use and, if applicable, the License Agreement by your employees, Independent Contractors, affiliates and agents and for any unauthorized use of the Product by such persons. http://www.costar.com/about/terms-conditions 8/26 12/27/2016 CoStar Terms of Use I CoStar • NOTICE -- U.S.Government Rights/Commercial Technical Data and Software Unpublished, Rights Reserved Under the Copyright Laws of the United States This Site contains commercial technical data and computer software that have been privately developed and are normally vended commercially under a license or lease agreement restricting their use, disclosure and reproduction. In accordance with FAR 12.211, 12.212, 27.405(b)(2) and 52.227-19 and DFARS 227.7202, 227.7102 and 252.227-7015, as well as other applicable supplemental agency regulations, use, reproduction, disclosure and dissemination of this commercial technical data and computer software are governed strictly in accordance with CoStar's commercial license agreements, including these Terms of Use. Export Restrictions This Site is controlled and operated by CoStar from its offices within the United States.CoStar makes no representation that any portion of the Product or other material accessed through this Site is appropriate or available for use in other locations, and access to them from other countries where their contents are illegal is prohibited.Those who choose to access the Product or the Site from other locations do so on their own volition and are responsible for compliance with applicable local laws.You may not export or re-export any portion of the Product except in full compliance with all Canadian laws and regulations,this Terms of Use, and, if applicable, the associated License Agreement. In particular, no portion of the Product may be exported or re-exported in violation of the sanctions, export control laws and regulations of Canada, or exported or re-exported into (or to a national or resident of) any country to which the United States embargoes goods, or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. Sweepstakes From time to time, CoStar conducts sweepstakes that entitle the winners to prizes. Each sweepstakes has its own terms and conditions, set forth in the "official rules"for that sweepstakes. Jurisdiction CoStar is headquartered in the District of Columbia of the United States. These Terms of Use and your use of this Product shall be governed by the laws of the District of Columbia without regard to its conflicts of laws principles. Unless otherwise agreed to in writing, the federal and state courts located in the District of Columbia shall be the exclusive jurisdiction for any action brought against CoStar in connection with these Terms of Use or use of the Product.You irrevocably consent to the jurisdiction and venue of the federal and state courts located in the District of Columbia, and to the jurisdiction of the federal, provincial and/or state courts located in any State or Province where you are located,for any action brought against you in connection with these Terms of Use or use of the Product.All disputes arising outside of the United States shall be settled by arbitration held in London, England and in accordance with the Rules of Arbitration and Conciliation of the International Chamber of Commerce.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 acceptance of the award and an order of enforcement. If any material in this Product, or your use of the Product, is contrary to the laws of the place where you are when you access it, or if CoStar is not Licensed as required by applicable laws or regulations in such locale, the Product is not intended for you, and we ask you not to use the Product.You are responsible for informing yourself of, and complying with, the laws of your jurisdiction. Licensee Right to Select Arbitration Should CoStar file or threaten to file a judicial action against a Licensee alleging violation of CoStar's intellectual property rights or violation of the use rights of a License Agreement, Licensee may elect to resolve CoStar's claims through binding arbitration to be governed by the Commercial Arbitration Rules of the American Arbitration Association and to be held in the District of Columbia pursuant to the laws of the District of Columbia. Such right must be invoked within twenty (20) days'of CoStar's filing of or threat to file a judicial action. CoStar will provide Licensee with reasonable written notice (and, if known, its legal counsel) that Licensee may elect to resolve CoStar's claims through arbitration and that Licensee may request a meeting or telephonic conference with CoStar within two days of-receiving such notice to discuss and attempt in good faith to resolve CoStar's objections to Licensee's conduct that CoStar contends violates this Agreement or CoStar's intellectual property rights. CoStar shall provide such notice by certified mail within five days of filing its complaint or shall serve such notice with the summons and complaint. Provided, however,that nothing in this paragraph shall be construed to prohibit or prevent CoStar from requesting any legal or equitable relief or remedy of any kind in any action commenced in provincial, state or federal court or in any arbitration proceeding. Modifications to Product; Changes to these Terms http://www.costar.com/about/terms-conchtions 9/26 12/27/2016 CoStar Terms of Use!CoStar CoStar is continuously updating and changing the Product, and reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Product (or any part thereof) with or without notice.You agree that CoStar shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Product (or any part thereof).Additionally, we reserve the right, in our complete and sole discretion, to change these Terms of Use at any time by posting revised terms on the Product. It is your responsibility to check periodically for any changes we may make to the Product and these Terms of Use.Your continued use of this Product following the posting of changes to these terms or other policies means you accept the changes. Termination The restrictions imposed on you with respect to information or materials viewed and/or downloaded in respect of the Product and the disclaimers and the limitations of liabilities set forth above shall survive termination or suspension of these Terms of Use for any reason. Miscellaneous These Terms of Use contain the entire understanding of the parties with respect to the Product and supersede any prior oral or written statements and documents with respect to such subject matter; provided, that these Terms of Use do not supersede any written License Agreement between the parties.Your obligations hereunder are binding on your successors, legal representatives and assigns.You may not assign or transfer (by operation of law or otherwise) these Terms of Use or any portion hereunder, in whole or in part, without the prior written consent of CoStar. In the event any portion of these Terms of Use not being of a fundamental nature is held to be invalid, illegal or unenforceable, such part shall be deemed severed from these Terms of Use without invalidating the remaining provisions of these Terms of Use or affecting the enforceability of such remaining provisions. If a provision is held to be invalid, illegal or otherwise unenforceable, it shall be deemed to be replaced with an enforceable provision that retains the intent and benefits of the original provision.Any consent by CoStar to, or waiver of, a breach of a right, term or provision of these Terms of Use, whether express or implied, shall not constitute a consent to, or waiver of, any other, different or subsequent breach. Headings are for reference only. The use of and access to the Product is available only to individuals who can enter into legally binding contracts under applicable law.All notices to CoStar pertaining to these Terms of Use will be in writing, mailed by registered or certified mail, return receipt requested, or delivered by a well-recognized overnight United States, Canadian or other international carrier, delivered to CoStar Realty Information, Inc., 1331 L Street, N.W.,Washington, DC 20005, attention:General Counsel. Thank you for visiting CoStar.com. 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