Titan End User License Agreement

a la mode technologies, llc.

Effective 12/18/2018

TITAN SUITE OF PRODUCTS ("Titan") TERMS AND CONDITIONS OF SERVICE ("Agreement") by a la mode technologies, LLC

TERMS AND CONDITIONS

1. AGREEMENT TERMS. ALM hereby grants User a revocable, nonexclusive, non-sublicensable, non-transferable, limited right and license to utilize the Services for User's business transactions. These terms are applicable to all licensed Services unless otherwise noted. Any other use of the Service is strictly prohibited. You assume full responsibility for the selection of this Service to achieve your intended results, and for the use, and results obtained from this Service.

RETENTION AND STORAGE. ALM will only store documents in Titan for a period of 90 days after your subscription ends. You shall take necessary steps to archive your own copies of documents outside the Titan servers in order to maintain compliance with any applicable local, state, federal or international requirements on the retention and storage of documents.

2. FEES AND PAYMENT. You shall pay the fees and other charges for the Services as stated on pages relating to Titan at www.alamode.com or in this Agreement. All fees are due immediately and, except as expressly provided herein, are non-refundable. ALM reserves the right to change its fees at any time. You shall make all payments in U.S. currency. Your credit card will be billed in advance for any and all fees. ALM reserves the right to suspend or terminate your account if credit card charges are denied. Such suspension or termination shall not relieve you of the obligation to pay the fees due. You agree to pay ALM its reasonable expenses, including attorneys' and collection agency fees, incurred in enforcing its rights under this Agreement.

2.1 REFUNDS. If, in the first one hundred (100) days after your purchase of the Service, you are not satisfied for any reason, you may cancel this Agreement and receive a full refund of all fees paid. Notice of such cancellation shall be made by contacting ALM at 1-800-252-6633 (1-800-alamode) and notifying the representative that you wish to receive a refund. The notice must be made prior to 5:00 p.m. Central Time on the one hundredth (100th) day after your purchase of this Service.

3. TERM AND TERMINATION. This Agreement shall become effective upon your acceptance of the terms and conditions contained herein and shall continue until terminated.

3.1 ALM reserves the right to terminate this Agreement for any breach of the provisions hereof or the provisions of the Agreement, as determined by ALM in its sole discretion. ALM shall have no obligation to refund any of User's fees due to ALM's early termination of this Agreement.

3.2 ALM grants you the right to terminate this Agreement at any time. Termination is effective when you cease use of the Service. Such termination shall not relieve you of the obligation to pay the fees due.

4. USE OF THE SERVICE. The Service and its documentation are for your use only. You agree not to sublicense this Service, nor make copies of the Service or its documentation to sell or to distribute free of charge. You agree to take all reasonable and necessary steps to ensure that all employees and other persons under your control do not use this Service in contravention of the terms of this License and are aware of and abide by the terms of this License. The Service shall be used only by you, only for your own use and not for the benefit of any other person or entity.

In connection with your activities when using the Service, you shall (i) operate your business in accordance with all applicable laws and regulations, (ii) make no false or misleading representations to any party with regard to any product or service offered by you, and (iii) not participate or engage in any illegal, deceptive, misleading, unethical or improper practice or infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy.

The Service shall only be used for lawful purposes. Transmission or solicitation of any material that violates any local, state, federal or international law, order or regulation is prohibited. You shall not use the Service to conduct any activity that ALM determines, in its sole discretion, to be fraudulent, illegal or an unreasonable drain on system resources.

5. INFORMATION RIGHTS. ALM may retain and use information collected in your use of the Service. However, appraisal data entered by you or your affiliates into the Service will not be accessed by ALM or its affiliates to create automated valuation models. ALM will not share information associated with you with any third parties unless we (i) have your consent; (ii) conclude that it is required by law or a good faith belief that access, preservation or disclosure of such information is reasonably necessary to protect the rights, property or safety of ALM, its users or the public; or (iii) provide such information in certain limited circumstances to third parties to carry out tasks on ALM's behalf (e.g., billing or data storage) with strict restrictions that prevent the data from being used or shared except as directed by ALM. When this is done, it is subject to agreements that oblige those parties to process such information only on ALM's instructions and in compliance with this Agreement and appropriate confidentiality and security measures.

The Software shall only be used for lawful purposes. Transmission or solicitation of any material that violates any local, state, federal or international law, order or regulation is prohibited.

5.2 Confidentiality. The term "nonpublic personal information" means the same under this Agreement as it does under §509 of the Gramm-Leach-Bliley Act (15 U.S.C. §6809). In the course of providing the services, ALM may receive nonpublic personal information ("NPI") about the User's customers. ALM shall maintain the confidentiality of the NPI and shall not, without the prior written consent of the User, disclose, copy or use any NPI other than to carry out the services provided hereunder.

5.3 Safeguarding Customer Information. ALM shall implement appropriate measures designed to: (a) ensure the security and confidentiality of NPI; (b) protect against any anticipated threats or hazards to the security or integrity of NPI; and (c) protect against unauthorized access to or use of NPI that could result in substantial harm or inconvenience to any customer.

5.4 Incident Response. In the event ALM becomes aware of any unauthorized access to or use of NPI (an "Incident"), ALM shall undertake appropriate actions to address the Incident including, without limitation, assessing the nature and scope of the Incident, identifying what NPI may have been compromised, notifying appropriate law enforcement authorities where applicable, notifying User and taking appropriate steps to contain and control the Incident.

6. SECURITY. You agree that you will not attempt to compromise the security on the ALM servers by any means including, but not limited to:

(a) attempting to gain access to restricted information on the ALM servers;
(b) attempting to disable, cripple or modify ALM servers or any service running on an ALM server; or
(c) attempting to access information in other ALM customers' accounts.

ALM reserves the right to prosecute any person or entity attempting to compromise the security of the ALM servers to the fullest extent allowed by applicable law.

7. THIRD PARTY SERVICE. ALM is not responsible for third party service. You accept responsibility for all third party applications that you choose to integrate with ALM products.

8. OWNERSHIP and CONFIDENTIALITY. You have no ownership rights in Titan (the "Service"). Rather, you have a license to use the Service as long as this Agreement remains in full force and effect. Ownership of the Service, Documentation and all intellectual property rights therein shall remain at all times with ALM. Any other use of the Service by any person, business, corporation, government organization or any other entity is strictly forbidden and is a violation of this Agreement.

You hereby acknowledge that the Service is the proprietary property of ALM, the names and marks "Titan" and all associated names, marks and logos (collectively, the "Marks") are the trademarks and/or service marks of ALM or its affiliates, and that any trade dress, trademarks, service marks or designs related to Titan and/or the Marks are the intellectual property of ALM and are protected by United States copyright laws, trademark laws, trade secret laws, international treaties and applicable laws of the states and jurisdictions where they are used. This Agreement does not grant to you any ownership rights in the Marks or in any other intellectual property of ALM. All right, title and interest in and to the Marks, and any other intellectual property of the ALM shall remain with ALM.

You acknowledge that the Service contains proprietary trade secrets of ALM and you hereby agree to maintain the confidentiality of the Service using at least as great a degree of care as you use to maintain the confidentiality of your own most confidential information.

9. COPYRIGHT. The Service and Documentation contain material that is protected by United States Copyright Law and trade secret law, and by international treaty provisions. All rights not granted to you herein are expressly reserved by ALM. You shall not remove any proprietary notice of ALM from any copy of the Service or Documentation.

10. RESTRICTIONS. You may not publish, display, disclose, rent, lease, sublease, modify, loan, distribute, or create derivative works based on the Service or any part thereof. You may not reverse engineer, decompile, translate, adapt, or disassemble the Service, nor shall you attempt to create the source code from the object code for the Service. You shall not transmit the Service over any network or between any devices outside of the uses provided herein, although you may use the Service to make such transmissions of other materials.

11. USER COMMUNICATION. ALM reserves the right to send service e-mails notifying User of operational or other changes that may affect or change the Services offered by ALM. Please note that you cannot opt out of such service e-mails because these service e-mails provide information critical for the operation of the Service.

USER HEREBY GRANTS EXPRESS WRITTEN PERMISSION TO ALM TO SEND FAX AND OR EMAIL SOLICITATIONS OR ADVERTISEMENTS, THUS SATISFYING ANY EXPRESS WRITTEN PERMISSION REQUIREMENT.

12. AMENDMENTS/MODIFICATIONS. ALM reserves the right to amend the Service offerings and add, delete, suspend or modify the terms and conditions of the Service at any time, and to determine whether and when, at its sole discretion, any such changes apply to existing or future Users.

At ALM's sole discretion, ALM may provide you with an update. ALM reserves the right to provide the update in exchange for payment of a fee. This License will govern all updates, copies, and merged or modified versions of the Service unless a new License is provided to you.

ALM reserves the right to change or modify any of the terms and conditions contained in this Agreement or any policy governing the Service, at any time. You are responsible for regularly reviewing the policy. No amendment to or modification of this Agreement will be binding unless (i) You accept updated terms online, or (ii) You continue to use the Service after ALM has posted updates to the Agreement or to any policy governing the service.

13. ASSIGNMENT: User may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of ALM. ALM's rights and obligations hereunder will bind and inure to the benefit of its successors and assigns. UNAUTHORIZED DUPLICATION, TRANSFER OR SALE OF THIS SERVICE SHALL CONSTITUTE A VIOLATION OF COPYRIGHT LAWS AND ENTITLES ALM TO ALL REMEDIES AVAILABLE UNDER APPLICABLE LAWS.

14. VIOLATIONS OF AGREEMENT. Should ALM become aware of any violations of this Agreement, the party responsible for such violations agrees to be obligated to ALM for all costs incurred to enforce this Agreement, including reasonable attorney's fees and court costs.

15. DISCLAIMER OF WARRANTIES. SERVICE IS PROVIDED ON AN "AS IS" BASIS. ALM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT; THAT THE SERVICES WILL MEET USER'S REQUIREMENTS OR WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR; ANY IMPLIED WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE; REGARDING ANY THIRD PARTY SERVICE OR SERVICES; AND/OR ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF ALM. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ALM DISCLAIMS ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES.

User understands that the Internet and other various networking communication mediums are not secure, unless explicitly specified as such, and may be subject to interception or loss. ALM makes no representations or warranties of any kind, either express, implied or statutory, concerning the data or information available through the Internet.

SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

16. LIMITATION OF LIABILITY. IN NO EVENT WILL ALM BE LIABLE TO USER FOR ANY CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, INDIRECT, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS) ARISING OUT OF OR RELATED TO (I) THE SERVICE, (II) YOUR USE OF ANY DATA, INFORMATION OR THIRD PARTY SERVICE AVAILABLE THROUGH THE SERVICE, (III) THIS AGREEMENT OR (IV) USER'S SERVICE REGARDLESS OF THE NATURE OR BASIS OF THE CLAIM INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT OR STRICT LIABILITY CLAIMS. IN ADDITION, ALM SHALL HAVE NO LIABILITY OF ANY KIND OR NATURE TO USER ARISING OUT OF OR RELATED TO USER'S USE OF OR INABILITY TO USE USER'S SERVICE OR ACCOUNT. IN THE EVENT THAT ALM IS LIABLE TO USER FOR ANY LOSS ARISING OUT OF OR RELATED TO THE SERVICE, THIS AGREEMENT OR USER'S SERVICE, ALM'S AGGREGATE LIABILITY TO USER WILL IN NO EVENT EXCEED $100.00.

16.1 No Liability for Unauthorized Use or Access. User is solely responsible for ensuring that each password for User's account is utilized only by User or, if applicable, by User's authorized employees and agents. ALM shall have no liability for any loss, claim, damage or other liability that may arise from the unauthorized use of a password. If a password is lost or stolen or if you have reason to believe that your account is no longer secure for any reason, it is your responsibility to notify ALM of such loss or theft so that the password can be deactivated and a new password assigned. ALM will use commercially reasonable efforts to effect password deactivation requests promptly.

17. ALM TERMS OF USE. You shall comply at all times with the ALM Terms of Use, a copy of which may be found at https://www.alamode.com/legal/terms-of-use/. ALM may change the Terms of Use at any time without notice, at ALM's sole discretion. ALM may terminate this Agreement if you violate the Terms of Use. The determination of whether the Terms of Use have been violated will be made solely by ALM.

18. EXPORT RESTRICTIONS. This License Agreement is expressly made subject to any laws, regulations, orders, or other restrictions on the export from the United States of America of the Service or information about such Service which may be imposed from time to time by the Government of the United States of America. You shall not export the Service, Documentation, or information about the Service and Documentation without consent of ALM and compliance with such laws, regulations, orders, or other restrictions.

19. INDEMNITY. You agree to indemnify and hold ALM harmless from any and all claims and demands, including, but not limited to reasonable attorneys' fees, made by any third party due to or arising out of or in connection with or resulting from your use of the Service and or any information, including, but not limited to, information provided by ALM.

20. USER ACKNOWLEDGEMENT. User acknowledges and agrees that the disclaimers of warranties, limitations of liability and indemnification provisions set forth in this Agreement reflect a mutually agreed upon allocation of risk and form a fundamental part of the basis of the bargain hereunder, without which ALM would not have entered into this Agreement.

21. FORCE MAJURE. ALM shall not be liable for nonperformance, delay, errors, data loss or other loss caused by any event reasonably beyond ALM's control including, but not limited to, acts of God, war, terrorism, hostilities, revolution, civil disorder, national emergency, strikes, lockouts, unavailability of supplies, epidemics, fire, flood, earthquake, force of nature, explosion, embargo or any law, proclamation, regulation, ordinance or other act or order of any court, government or governmental agency.

22. CHOICE OF LAW AND VENUE. You agree that this Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its principles of conflicts of law. Any litigation arising out of this agreement shall be brought by either party in a court of competent jurisdiction located in Orange County, California. Whether you are a United States citizen or a citizen or resident of Canada or any other country, you agree to submit to the terms of this Agreement and to the laws, jurisdiction and venue as provided by this Agreement. By continuing with the use and implementation of the Service and related programs, you agree to submit to such laws, jurisdiction and venue as set forth herein.

23. SEVERABILITY. If any provision of this License is determined to be invalid, it will be deemed deleted and all remaining provisions will remain in full force and effect.

24. SURVIVAL. The provisions of Sections 8, 9, 10, 12, 15, 16 and 19 shall survive termination of this Agreement.

25. NO WAIVER. Neither the failure nor the delay of ALM in exercising, enforcing or taking action against you with respect to any of the ALM's powers or rights shall operate as a waiver of such powers or rights. No single or partial exercise by ALM of any of its powers or rights will preclude ALM from exercising such powers and rights in the future or from exercising other powers and rights.

26. SECTION HEADINGS. The headings of sections in this Agreement are provided for convenience only and will not affect the construction of the sections.

ERC RESTRICTIONS

Certain material contained in this License may be licensed from the Employee Relocation Council ("ERC") and is subject to the terms of that license. The use of all ERC forms generated by this Service is limited to the preparation of completed forms by the end-user for its business use. The production of blank forms is strictly prohibited. ERC reserves the right to change, modify, or discontinue the use or endorsement of any of its forms at any time, without notice to the end-user. ERC makes no claims or representations concerning its forms whatsoever, including their fitness for any specific purpose. ERC is not connected in any way with any service vendor and licenses its forms widely.

FLOOD DATA

Certain third parties have granted ALM the right to offer flood maps and other related flood information. ALM is nothing more than a conduit for any flood information provided to you by these third parties and ALM is in no way involved in the location or determination of the data. Therefore, ALM makes no warranties, express or implied, including but not limited to warranties of merchantability and fitness for a particular purpose. This information is provided to you on an "AS IS" and "WITH ALL FAULTS" basis and you agree to use it at your own risk. In no event shall ALM be liable to you or any third party for any loss, liability, penalty or damage arising in any way, either directly or indirectly, from your use or reliance upon the flood information provided to you and through your acceptance of this provision you release all such claims.

You may not use any of this data to complete in whole or in part a flood hazard determination and/or insurance quote. You agree to use this information for solely immediate or near immediate personal purposes, and not for service bureau, time-sharing or other similar purposes. Accordingly, you may copy this information only as necessary for your personal use to (i) view it on your screen, (ii) save a single copy on your hard drive or disk, (iii) print it, and (iv) transfer it to a portable computer device, provided that you do not remove any copyright notices that appear and do not modify the information in any way. You may not otherwise reproduce, copy, modify, decompile, disassemble or reverse engineer any portion of this information, and may not transfer or distribute it in any form, for any purpose.

APPRAISAL INSTITUTE

User may have the option of using or including Appraisal Institute AI Reports® data in conjunction with User's use of the service. In such case, User agrees that the Appraisal Institute is not responsible for the data, analysis or work product User provides to User's client as part of such use. User will only use AI Reports® for User's own internal business purposes, and User may not re-sell or sublicense AI Reports®. User further agrees to indemnify, defend and hold harmless the Appraisal Institute from and against any and all third party claims or liabilities for any third party claim brought against the Appraisal Institute arising from or related to User's use and or any misuse of AI Reports®.

MICROSOFT BING MAPS PLATFORM APIs' TERMS OF USE

Our obligation to Microsoft requires that we provide you with a link to their terms of use. The following Microsoft Terms of Use may or may not apply to your use of the Microsoft Bing Maps: https://www.microsoft.com/maps/assets/docs/terms.aspx

SECURITY STANDARDS

PCI Data Security Standards are technical and operational requirements set by the PCI Security Standards Council (PCI SSC) to protect cardholder data. The standards apply to all entities that store, process or transmit cardholder data. In order to attest PCI compliance, ALM does not store, process, or transmit any cardholder data on its own servers or networks and must provide a written AOC (attestation of compliance). Pursuant to this AOC a la mode cannot allow Customers using our products to store, process, or transmit any cardholder data using ALM Products and Services. You agree that in your use of the Products and Services, you will not include, or allow to be included, any cardholder data in documents and/or data being processed, transmitted, and/or stored by Products and Services. One such example of Customer responsibilities includes, but is not limited to, redacting credit card numbers to the last 4 digits if they are included on the 1003 form or any other documents before printing them to the SureDocs printer.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT; THAT YOU UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN YOU AND ALM AND SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL, OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS LICENSE. YOU ALSO AGREE THAT ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT APPLY TO YOUR USE OF THE SERVICE, SHOULD YOU CHOOSE TO PROCEED WITH THE USE AND IMPLEMENTATION OF THE SERVICE.

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