18-002.00 CoStar: Software License Agreement I8—Do2-
FOR INTERNAL ONLY:(Ref ID) 726578 411
CoStar License Agreement AE: Michael Crisp •..,; CoStar-
Subscription Form Location ID: 26495807
Business Code: Government
Licensee: City Of Spokane Valley Location ID: 26495807
Address: 10210 E Sprague Ave cityistateizip: Spokane Valley, WA 99206-3682
Fax: Telephone: (509)921-1000
Bill-To Contact: Chaz Bates Email for Bill-to-Contact: cbates@spokanevalley.org
USE BILLING CYCLE PAYMENT METHOD
Total No.Sites: 1 El Monthly OCheck
❑Quarterly ❑Automatic Withdrawal
Total No.Authorized Users(All Sites): 2•
DYearly _
TERM COMPS HISTORICAL DATA KEY TOKENS
One Year Initial Term From(MM/YY): 1/1 999 (COMPS Subscribers) Total Number of Key Tokens: 0
START DATE
Delayed start date for all service offerings:February 1,2018.
LICENSE TYPE
Site License
SCHEDULE
Site Market Product Description I Monthly License Fees (Before Tax)
26495807 Spokane CoStar Suite J $415.91
Total Monthly Fees From Additional Schedule of Services
Discount:
Total Monthly License Fees: $415.91
Discounted Monthly License Fees:
Notes: This Agreement supersedes the agreement between the above-named Customer/Licensee and CoStar/Licensor dated 12/28/2016 relating to the provision of CoStar
services,except for those terms that survive termination and any outstanding license fees.
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,Lincesee 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 1/31/2018,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: ,1/979'‘ Signature: IYIWK .
Name: Max Linnington Print Name: mark a(holm_
Title: SVP Sales&Customer Service Title: /�{ &
,/�
alAler
Date: Jan 16,2018 Date: t17(fL�rr6
Address: 1331 L St NW Address: i 11 210 E Sprague Ave
Address: Washington,DC 20005-4101 Address: Spokane Valley,WA 99206-3682
Schedule Of Services Page 1 of 2
FOR INTERNAL ONLY:(Ref ID) 726578 4.h.
CoStar License Agreement AE Michael Crisp ♦k; CoStar
Subscription Form Location ID: 26495807
Business Code: Government
Fax#:
Schedule Of Services Page 2 of 2
CoStar License Agreement CoStar•
Licensee: City Of Spokane Valley Location ID: 26495807
Address: 10210 E Sprague Ave City/State/Zip: Spokane Valley,WA 99206-3682
Total Number of Authorized Users at Site 2
USERS AT ABOVE LISTED SITE
Contact Name: Chaz Bates Phone: 509-921-1000
Email: cbates@spokanevalley.org Role: User
Contact Name: Taylor Dillard Phone: 509-720-5333
Email: tdillard@spokanevalley.org Role: User
User Detail Page 1 of 1
•
CoStar
CoStar Terms and Conditions(Commercial)
1.License .(a)This Agreement between CoStar Realty Information,Inc. ("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,(2)forecasts, evaluations,simulations, assessments, models,processes, methods,
techniques,applications,procedures,formulae,algorithms and other analyses related to real estate or securities,including but not limited to those related
to the Licensee's portfolio or otherwise resulting from the performance of services rendered in connection with any consulting agreement between
Licensor and Licensee(the"Analysis"), (3)commercial real estate market reports,which may contain the Analysis(the"CoStar Market Reports") and(4)
related software(the"Software").Those portions of the Software,Database,Analysis and CoStar Market Reports that are licensed hereunder,including
any updates or modifications thereto,and any information derived from the use of the Database,Analysis or CoStar Market Reports,including as a result
of the verification of any portion of the Information,Analysis or CoStar Market Reports 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(the"Authorized Users")and,except as set forth
below,only at the site(s)specifically identified herein.Except where Licensee in an individual,and therefore the sole Authorized User,all of such users must
be individuals(1)employed by Licensee or an Exclusive Contractor of Licensee at a site identified on the Subscription Form and(2)included on CoStar's
list of Authorized Sites& 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. Use . (a) Subject to the prohibitions set forth below,during the term of this Agreement,Licensee may,in the ordinary course of business: (1) use the
Licensed Product for Licensee's internal research purposes; and(2) use the Database(A) to provide information regarding particular properties to its
clients and prospective clients;(B)to market particular properties,and(C)to support its valuation,appraisal or counseling regarding a specific property.
Licensee may also, in the ordinary course of its business share or distribute to clients limited excerpts and discrete portions of Analysis,including limited
excerpts and discrete portions from CoStar Market Reports ("CoStar Excerpts") that are contained in or incidental to its own reports, analyses or
presentations for clients ("Client Materials"), provided that: (i) such CoStar Excerpts are only supportive of the substance of the Client Materials; (ii)
Licensee shall be liable for any such distribution of the CoStar Excerpts; (iii) Licensee shall always acknowledge CoStar as the source of the CoStar
Excerpts within the Client Materials; (iv) the Client Materials shall not include full or partial copies of any CoStar Market Reports; and (v) the Client
Materials contain limited amounts of building specific and 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, make available, communicate to the public by telecommunication,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,adapt 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 or CoStar Excerpts that complies with Section 2(a),to a limited number of its clients and prospective
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,scrape, disassemble or reverse engineer any portion of the Licensed Product;(6) use, reproduce,publish or compile any Information or
Analysis for the purpose of selling or licensing such information or making such information publicly available;(7)use or distribute Information or Analysis
that has been verified or confirmed by Licensee for the purpose of developing or contributing to the development of any database,product or service;(8)
use any portion of the Licensed Product in a manner that would violate any U.S.,Canadian,international,provincial, state or local law, regulation,rule,
ordinance or common-law principle, including real estate practice, competition,marketing,advertising,defamation,securities,spam and privacy laws; or
(9) use any portion of the Licensed Product in any securities offering materials, registration statement,prospectus or other filing, including with the U.S.
Securities and Exchange Commission or a foreign securities regulator or other securities regulator or commissioner,in connection with the offer or sale of
securities,incorporate by reference any portion of the Licensed Product into any such registration statement,prospectus or other filing,or use any portion
of the Licensed Product in any filing with any federal,provincial,state,local or foreign governmental authority.
3. Ownership . Licensee acknowledges that the Information is comprised of data that is owned by CoStar and its licensors and that CoStar and its
licensors have and shall retain exclusive ownership of all proprietary rights to the Licensed Product, including all U.S. 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. 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, Analysis, 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 or rights management information 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 CoStar's consent, Licensee may not
use or reproduce any trademark,service mark or trade name of CoStar or its licensors.
4.Term.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,unless at least sixty(60)days prior to the last day of the
Initial Term or any Renewal Term, either party has provided the other written notice of an intent not to renew. Licensee acknowledges that it is
responsible for payment of License Fees pursuant to paragraph 5 for the entire Renewal Term unless the Agreementis terminated 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.License 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
Initial Here\KC... Last Revised December 18,2017
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 their affiliates;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 or their affiliates, 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 hereunder are paid and if, in CoStar's reasonable opinion, CoStar has received satisfactory
assurances as to the cessation of the violation. (d) In the event that a third party supplier suspends or cancels delivery of data incorporated into the
Database,Licensee acknowledges and agrees that CoStar may suspend or cancel delivery of the corresponding portion or all of the Licensed Product
hereunder.(e) Upon Licensee's breach of any term of this Agreement,all License Fees and all other fees payable hereunder shall become immediately
due and payable in full, and in addition to the foregoing,CoStar's 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, provided further, however, that Licensee shall not be required or obligated to destroy, delete or recall any
Information or Analysis that already may appear in or have been presented in any of the reports or other materials permitted under the terms of this
Agreement.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.Licensed Product. Subject to Section 11,during the term of this Agreement,CoStar will provide updated Information and Analysis, as applicable, 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 Licensed Product.
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 provides CoStar with any information or
images,Licensee retains its rights to such information and images,even following termination of this Agreement.
10.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 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 INCLUDING WITHOUT LIMITATION THOSE 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 EXCEED 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 WARRANTIES . 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. THE ANALYSIS AND COSTAR MARKET REPORTS CONTAINED IN THE
LICENSED PRODUCT MAY INCLUDE, WITHOUT LIMITATION, STATEMENTS REGARDING COSTAR'S CURRENT OR FUTURE BELIEFS,
EXPECTATIONS, INTENTIONS OR STRATEGIES REGARDING PARTICULAR COMMERCIAL REAL ESTATE MARKETS. THE ANALYSIS AND
Initial Here KV Last Revised.December 18,2017
COSTAR MARKET REPORTS ARE SUBJECT TO MANY RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THE ANALYSIS AND COSTAR MARKET REPORTS. LICENSEE UNDERSTANDS THAT THE ANALYSIS AND COSTAR
MARKET REPORTS CONTAINED IN THE LICENSED PRODUCT ARE BELIEVED TO BE STATE OF THE ART AND, BY REASON OF THEIR
LIMITED PERIOD OF USE, THEIR DEGREE OF ACCURACY IN REPORTING COMMERCIAL REAL ESTATE MARKET INFORMATION AND
MAKING FORECASTS IS NOT PROVEN. LICENSEE SHALL NOT HOLD COSTAR OR ITS LICENSORS RESPONSIBLE FOR ANY ERRORS IN
REPORTING, EVALUATING, ANALYZING, SIMULATING OR FORECASTING COMMERCIAL REAL ESTATE MARKET INFORMATION, OR FOR
ANY INFORMATION,ANALYSES OR COSTAR MARKET REPORTS COMPRISING THE LICENSED PRODUCT.
12. Assignment. The parties' obligations hereunder are binding on their successors, legal representatives and permitted 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 cease using and destroy the Passcodes for such Authorized User. No Authorized User
who ceases to be an employee or Exclusive 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 free.All Key Tokens licensed by Licensee shall constitute part of the Licensed Information 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.Indemnification Licensee agrees to defend,indemnify and hold harmless CoStar,its affiliates, and approved assignees,and their partners,directors,
officers, employees and agents for all costs and expenses including attorney's fees, associated with the defense and settlement of any threatened,
pending or completed claim, demand or action by any person not a party to this Agreement resulting from,arising out of or relating to Licensee's use or
application of the Database,Analysis, Information or Licensed Product in contravention of the terms of the Agreement,including a claim under any
federal,state or foreign securities law, rule or regulation (a Claim) and shall pay any judgments or settlements based thereon;provided ,that CoStar
shall give Licensee prompt written notice of the Claim(provided , however,that CoStar's failure to provide such notice shall not relieve Licensee of its
indemnification obligations except to the extent it is prejudiced thereby), sole control of the proceedings or settlement, and, at Licensee's expense,
reasonable cooperation,information and assistance in the defense or settlement negotiations. CoStar may,at its own expense,reasonably assist in such
defense if it so chooses,provided that Licensee shall control such defense and all negotiations relative to the settlement of any such claim. This clause
shall survive the expiration or termination of the Agreementfor any reason. Solely with respect to any Claim under any federal,state or foreign securities
law, rule or regulation pursuant to the paragraph above,if for any reason the foregoing indemnity is unavailable to any CoStar Party, CoStar shall be
entitled to seek in a court of competent jurisdiction Licensee's contribution to such Claim under any legal or equitable theories available to it.
15.Notices.All notices given hereunder will be in writing,delivered personally or mailed by registered or certified mail,return receipt requested,or delivered by a well-
recognized overnight U.S.,Canadian 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. or Canadian 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.
16.Force Majeure. 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 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 Licensed Product.
17.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.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.
18.Choice of Law:Jurisdiction. .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.
19.Miscellaneous.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 at a 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 19 hereof will survive nonrenewal or termination of
this Agreement.
Initial Here I" Last Revised:December 18,2017