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2000 - DataQuick - Property Finder Data Subscription AgreementrM SUBSCRIPTION AGREEMENT Individual or Legal Name of Entity Tax I.D No. & State Incorporated City of Rosemead ( ) Fictitious Business Name (DBA) Account Number (DATAQUICK use only) Principal Business Address (i.e., Corp. Headquarters) City State Zip Telephone 8838 East Valley Blvd Rosemead CA Code 626 562 2158 91770 Street or Shipping Address (if other than above) Shipping Fax Number same Telephone 626 562 2158 Entity Type (i.e., individual, sole proprietor, corporation, LLC) Contact Person Government Michelle Ramirez Industry Type E -mail Address Government - mramirez @cityofrosemead.com Additional User Information (SUBSCRIBER is solely responsible for security of user names and passwords. Use separate form for more than 2 users.) USER NAME Michelle Ramirez USER NAME only one log on PASSWORD PASSWORD only one log on THIS SUBSCRIPTION AGREEMENT, together with Terms and Conditions, Service Schedules & Fees, and any other addenda or amendments hereto (collectively the "Agreement'o constitutes a limited license to use certain DATAQUICK products and services, and is made by and between DATAQUICK INFORMATION SYSTEMS, INC., (hereinafter "DATAQUICK') and the individual or company named above (hereinafter "SUBSCRIBER"), and is subject to credit approval at the discretion of DATAQUICK. 1. GRANT OF LICENSE. In consideration of SUBSCRIBER'S payment of license fees, and compliance with all terms and conditions set forth herein, including any and all terms and conditions presented online or contained within software packaging, DATAQUICK grants to SUBSCRIBER during the term of this Agreement a limited, non - exclusive, non - transferable license to (a) access certain DATAQUICK products and services in the form of software applications (the "SOFTWARE') and electronic databases, and (b) use such SOFTWARE and electronic databases to generate searches, lists, reports, and /or records of or related to publicly recorded parcels of real property, including third party information, (collectively the "DATAQUICK DATA") for SUBSCRIBER'S internal business use only. For purposes of this Agreement, access is defined as right of entry into the SOFTWARE and electronic databases via one or more of the following media: Internet, Compact Disc (CD), or Telnet. This license does not permit SUBSCRIBER to sell, resell, distribute, rent, lease, or in any manner commercially exploit the DATAQUICK DATA or SOFTWARE. Further terms and conditions related to this grant of license, and its restrictions, are set forth in Section 2 of the Terms and Conditions page and should be read carefully by SUBSCRIBER prior to signing. 2. TERM. The initial term of this Agreement shall be one (1) year, commencing upon the date of corporate approval set forth below (the "Effective Date'). Upon expiration of the initial term, this Agreement automatically converts to a month-to -month term, during which time may be terminated by either party upon thirty (30) days written notice. This Agreement is NON - CANCELLABLE by SUBSCRIBER at any time during the initial term. Should SUBSCRIBER terminate early during the initial term for any reason, DATAQUICK shall be entitled to accelerate 50% of the balance of license fees due under the Initial term as liquidated damages. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and effective upon the date of corporate approval as set forth below. DATAQUICK INFORMATION SYSTEMS, INC. Signature: (Print Name): Kotas Tide: Sales Executive Corporate Use Only Approved /Effective Date: SUBSCRIBER (Print (Must be signed by a duly authorized corporate offlcer, partner or DATAQUICK INFORMATION SYSTEMS, INC. • 9620 TOWNE CENTRE DRIVE, SAN DIEGO, CA 92121 • 800 -9S0 -9171 RV- 8881.08.11108 TERMS AND CONDITIONS 1. BILLING, PAYMENT AND CREDIT. A. SUBSCRIBER agrees to pay the license fees as set forth herein plus all sales and use taxes as applicable, and any additional charges as listed. Additional charges, if any, shall be billed in arrears. Rates may vary depending on the licensed product and use of the licensed product. All rates are subject to change upon sixty (60) days notice to SUBSCRIBER. DATAQUICK will send SUBSCRIBER a monthly statement setting forth the license fees and any additional charges due. All statements are due and payable upon receipt. Any remaining balance after thirty (30) days will be subject to a finance charge of 1.5% per month. DATAQUICK reserves the right to charge SUBSCRIBER the then - current fee for any service package downgrade, upgrade, or reconnection. DATAQUICK reserves the right to charge SUBSCRIBER its then - current fee for any check returned unpaid by SUBSCRIBER'S bank and may debit funds from SUBSCRIBERS bank account electronically. SUBSCRIBER is responsible for and will be charged for any overdue account collection expenses including, but not limited to, agent fees, attorney's fees, court costs, and other associated expenses. DATAQUICK reserves the right to interrupt delivery of DATAQUICK DATA and /or SOFTWARE if SUBSCRIBER'S account becomes delinquent, until SUBSCRIBER brings its account current. DATAQUICK may, in its sole discretion, charge a reconnection fee and security deposit (to a maximum of $300.00), require the account to be prepaid, require C.O.D., or establish a credit line in order for SUBSCRIBER to receive or continue to receive DATAQUICK DATA and /or access to SOFTWARE. If delivery is interrupted due to non - compliance or non - payment, SUBSCRIBER shall be subject to its monthly license fee in addition to the other administrative fees described above, or any outstanding fees accrued. Withholding DATAQUICK DATA and /or SOFTWARE for non - compliance or non- payment shall not impact or change in any way DATAQUICK'S rights under this Agreement. SUBSCRIBER further agrees that DATAQUICK may, at its discretion, reduce or increase SUBSCRIBERS credit line based on new or further credit information received with regard to SUBSCRIBER'S account. Billable Units in excess of package allowances are billed on a per Billable Units basis according to DATAQUICK's then - current published rates. Unused Billable Units are not subject to credit or refund. B. Any billing discrepancy brought by either party in connection with this Agreement must be identified in writing to the other party within NINETY (90) days of the original invoice date. If the NINETY (90) day time period for notification has been exceeded, the ability for either party to bring any billing discrepancy in connection with this Agreement shall be forfeited. 2. ADDITIONAL TERMS OF GRANT RELATED TO DATAQUICK DATA AND SOFTWARE. A. Title and all ownership rights in the DATAQUICK DATA and SOFTWARE are the intellectual property of DATAQUICK. SUBSCRIBER may not sublicense, assign or transfer this Agreement, the DATAQUICK DATA, or SOFTWARE related hereto for any purpose whatsoever. Any attempt to sublicense, assign or transfer any of the rights, duties, or obligations hereunder will result in immediate termination of the license and assessment of damages, including but not limited to, injunctive relief and /or other legal remedies at law or equity. B. SUBSCRIBER is prohibited from using the name, logo, trademarks, or service marks of DATAQUICK without prior written consent. C. SUBSCRIBER shall not sell, resell, distribute, rent, or lease DATAQUICK DATA or SOFTWARE or use either in a network, timesharing, or multiple CPU or multi -user arrangement, without the prior written consent of DATAQUICK. In the event of consent, DATAQUICK reserves the right to adjust SUBSCRIBER'S license fees applicable to the additional use(s). D. SUBSCRIBER shall not copy, modify, alter, adapt, or transfer, in whole or in part, the DATAQUICK DATA or SOFTWARE or any documentation related thereto, including, but not limited to comparing, translating, decompiling, disassembling, reverse engineering, or creating derivative works of the DATAQUICK DATA or SOFTWARE or any documentation related thereto. Notwithstanding the foregoing, a single backup copy of the SOFTWARE may be made for archival purposes in support of the SOFTWARE'S use. A back -up copy of the SOFTWARE and documentation shall bear the same copyright notice in the same form as the media on which it was delivered (e.g. Copyright ©2000 DATAQUICK). E. Upon termination of this Agreement, SUBSCRIBER agrees that DATAQUICK may request that SUBSCRIBER return to DATAQUICK the DATAQUICK DATA and SOFTWARE and any documentation related thereto, along with all copies in any form thereof, delete the DATAQUICK DATA and SOFTWARE from SUBSCRIBER'S files and systems, and certify to DATAQUICK within thirty (30) days following termination of this Agreement that the foregoing has been completed. F. DATAQUICK warrants that the medium on which the DATAQUICK DATA or SOFTWARE is distributed and any documentation are free from defects in materials and workmanship for a period of ninety (90) days from the date of delivery. If the media upon which the DATAQUICK DATA or SOFTWARE is stored is found to be defective within ninety (90) days from the date of delivery, DATAQUICK will replace the DATAQUICK DATA or SOFTWARE on a defect-free media. G. SUBSCRIBER shall not use the DATAQUICK DATA or SOFTWARE for credit reporting, Flood hazard determination (on FEMA form 81 -93 or its successor or replacement), or title insurance purposes, including, but not limited to policies, abstracts of title, or commitments. 3. CONFIDENTIALITY, DOWNLOADING & COPYING A. SUBSCRIBER agrees not to provide or otherwise make available any licensed application, program, or material, or access to the DATAQUICK DATA or SOFTWARE licensed hereunder to any person other than SUBSCRIBER'S designated employees or agents. B. SUBSCRIBER acknowledges that the information provided hereunder is proprietary information of DATAQUICK and /or its suppliers, under copyright, and has been furnished to SUBSCRIBER in trust for its own use and benefit only. SUBSCRIBER acknowledges that the information is a valuable commercial product, the development of which has involved the experiditure of substantial time and money by DATAQUICK and /or its suppliers. C. SUBSCRIBER may download to floppy diskette or hard disk, for SUBSCRIBER'S internal use only, a reasonable amount of DATAQUICK DATA. DATAQUICK specifically prohibits SUBSCRIBER from incorporating any DATAQUICK DATA into a permanent database, or any product or service for any commercial purpose whatsoever without the prior express written consent of DATAQUICK. 4. MARKETING RESTRICTIONS. All marketing efforts, solicitations, ad copy and /or other communications to be used in connection with the DATAQUICK DATA, if any, shall (a) be devoid of any presumed knowledge concerning the intended recipient of such solicitation, (b) comply with all applicable privacy and protection laws, rules and regulations, (c) comply with DATAQUICK product directives (by way of example, but not limitation, the prohibition against marketing from research and reference applications), and (d) be in good taste in accordance with generally recognized standards of high integrity. S. COMMUNICATIONS. DATAQUICK reserves the right to send automatic email to SUBSCRIBER to market or announce products and services, features, or topics related to DATAQUICK'S business. Automatic email may contain advertisements, of which SUBSCRIBER is provided the ability to unsubscribe from such communications. 6. DISCLAIMER. DATAQUICK does not independently verify the completeness, accuracy or authenticity of the public information or third party information contained in the DATAQUICK DATA. The information Rv- eee1.vo8.12/08 Page 2 of 3 � 1Lt I � NN7IT [ ALS DATAQUICK US BSCRIBER DATAQUICK INFORMATION SYSTEMS, INC. • 9620 TOWNE CENTRE DRIVE, SAN DIEGO, CA 92121 • 800- 950 -9171 reported to and by DATAQUICK may be subject to transcription and /or transmission errors. 7. OWNERSHIP AND DISSEMINATION OF THE DATAQUICK DATA. DATAQUICK and /or its suppliers shall remain the exclusive owner of all rights, title, and interest in the DATAQUICK DATA and SOFTWARE licensed hereunder and all copyrights and renewals thereof, heretofore or hereafter secured therein. All publication, dissemination and other rights of the DATAQUICK DATA and SOFTWARE licensed hereunder are reserved for DATAQUICK and /or its suppliers in all languages, formats and media throughout the world for the sole and exclusive use or any other disposition by DATAQUICK and /or its suppliers, their respective assignees or grantees at any time from time to time without obligation or liability to SUBSCRIBER. DATAQUICK reserves the right to discontinue service to SUBSCRIBER, without cause, and terminate all agreements with SUBSCRIBER. 8. LIMITATION OF LIABILITY. SUBSCRIBER ASSUMES SOLE RESPONSIBILITY FOR ALL USE OF THE DATAQUICK DATA AND SOFTWARE INCLUDING THE LIABILITY AND RESPONSIBILITY FOR ANY AND ALL CLAIMS, DEMANDS, LOSSES, DAMAGES, LIABILITIES, COSTS, CHARGES AND EXPENSES, INCLUDING REASONABLE ATTORNEY'S FEES, ARISING OUT OF SUBSCRIBER'S USE OF ANY DATAQUICK DATA OR SOFTWARE AND HEREBY INDEMNIFIES DATAQUICK AND ITS SUPPLIERS WITH RESPECT THERETO. IN NO EVENT WILL DATAQUICK OR ANY OF ITS SUPPLIERS BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE DATAQUICK DATA OR SOFTWARE OR ANY DOCUMENTATION PROVIDED IN CONNECTION THEREWITH, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Specifically, DATAQUICK shall not be responsible for SUBSCRIBER'S costs including, but not limited to, those incurred as a result of lost profits or revenue, loss of use of the DATAQUICK DATA, SOFTWARE, or other data, loss of DATAQUICK DATA, SOFTWARE, or other data, the cost of recovering such DATAQUICK DATA, SOFTWARE, or other data, the cost of any substitute DATAQUICK DATA, SOFTWARE, or other data, or any claims of any kind by third parties, or for other similar costs. Notwithstanding anything herein to the contrary, the maximum aggregate amount of money damages for which DATAQUICK may be liable to SUBSCRIBER under this Agreement, resulting from any cause whatsoever, shall be limited to the amounts actually paid by SUBSCRIBER to DATAQUICK under this Agreement. In addition, DATAQUICK representatives are not authorized to assist with the performance of professional work. In the event SUBSCRIBER requests and receives assistance from DATAQUICK personnel in researching any particular information, such assistance shall be at SUBSCRIBER'S sole risk, and DATAQUICK shall have no responsibility or liability with respect thereto. 9. NO WARRANTY. THE DATAQUICK DATA PROVIDED TO SUBSCRIBER IS SOURCED FROM PUBLIC DOCUMENTS AND IS PROVIDED ON AN - AS IS, AS AVAILABLE" BASIS. NEITHER DATAQUICK NOR ITS SUPPLIERS MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE DATAQUICK DATA OR SOFTWARE, NOR ARE THEY RESPONSIBLE FOR ERRORS OR OMISSIONS. DATAQUICK DOES NOT WARRANT THAT THE DATAQUICK DATA AND SOFTWARE WILL MEET SUBSCRIBER'S BUSINESS OR COMPUTING REQUIREMENTS OR THAT EITHER WILL OPERATE IN AN ERROR FREE MANNER. SUBSCRIBER AGREES TO USE THE DATAQUICK DATA AND SOFTWARE LAWFULLY AND AGREES THAT IT WILL PERFORM ITS OBLIGATIONS HEREUNDER IN ACCORDANCE WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS NOW OR HEREAFTER IN EFFECT. 10. AUTHORITY. Each party has full power and authority to enter into and perform this Agreement and the person signing this Agreement on behalf of each has been properly authorized and empowered to enter into this Agreement on its behalf. EACH PARTY RV- 8881.08.12/08 FURTHER ACKNOWLEDGES THAT IT HAS READ THIS ENTIRE AGREEMENT AND AGREES TO BE BOUND BY IT. 11. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties with respect to the subject matter. All prior agreements, representations, statements, negotiations and undertakings are superseded hereby. 12. NOTICES. Any notice required hereunder shall be in writing and delivered certified mail return receipt requested to SUBSCRIBER or DATAQUICK, as applicable, at the address on the face hereof. 13. NON - WAIVER. DATAQUICK may accept any payment from any person or entity tendering the same without thereby accepting such person or entity as a SUBSCRIBER hereunder or waiving any breach of covenant or provision against assignment or transfer by SUBSCRIBER. Waiver by DATAQUICK of any breach of any provision by SUBSCRIBER shall not operate or be construed as a waiver of any subsequent breach by SUBSCRIBER. 14. FORCE MAIEURE. Neither party shall be responsible for delays or failures in performance resulting from acts beyond the control of such parties. Such acts shall include, but not be limited to, acts of God, strikes, lock -outs, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, communication line failures, power failures, earthquakes or other disasters. 15. GOVERNING LAW. This Agreement is construed in accordance with and governed by the laws of the State of California, except as to copyright and trademark matters which shall be governed by the laws of the United States and any applicable international treaties and /or conventions. Furthermore, this Agreement shall be interpreted and enforced according to the laws of the State of California, without application of its conflict of law or choice of law rules. Both parties irrevocably submit to the jurisdiction of the state or federal courts located in San Diego County, California for any action or proceeding regarding this Agreement, and both parties waive any right to assert the doctrine of forum non conveniens or otherwise object to the jurisdiction or venue of the courts in San Diego County, California. 16. SEVERABILITY. If any term or provision of this Agreement shall be found to be unenforceable then, notwithstanding, this Agreement shall remain in full force and effect and such term or provision shall be deemed stricken. 17. ASSIGNMENT. SUBSCRIBER may not sublicense, assign or transfer this license or the DATAQUICK DATA for any purpose whatsoever. Any attempt to sublicense, assign or transfer any of the rights, duties, or obligations hereunder without the prior written consent of DATAQUICK will result in termination of the license and assessment of damages, including but not limited to, injunctive relief and /or other legal remedies. 18. COUNTERPARTS. This Agreement may be executed in counterparts, all of which, taken together, . shall be deemed one (1) original document. 19. AMENDMENTS. No amendment of this Agreement shall be effective unless it is in writing and signed by a duly authorized representative of both parties. Notwithstanding the foregoing, should SUBSCRIBER access products in addition to those set forth in this Agreement, SUBSCRIBER agrees to pay the then - current retail rates for such products. This shall, in effect, amend the Agreement to include the additional products and rates. Further, changes to SUBSCRIBER's address or password may be made by notifying DATAQUICK in writing of the new address and /or password. Such written notification shall be appended to the Agreement, and effective upon receipt by DATAQUICK. 20. EQUAL OPPORTUNITY /AFFIRMATIVE ACTION. DATAQUICK is an equal opportunity employer /contractor on purchase orders, leases, contracts, recruiting advertisements, and employment applications. In keeping with this policy, DATAQUICK will continue to take affirmative action to employ and advance in employment qualified minorities, women, individuals with disabilities, and covered veterans. Page 3 of INITIALS DATAQUICK S BSCRIBER DATAQUICK INFORMATION SYSTEMS, INC. • 9620 TOW NE CENTRE DRIVE, SAN DIEGO, CA 92121 • 800- 950 -9171 SERVICE SCHEDULE & FEES Property Finder for Local Government 17A I %Ti 4 :ZI All PropertyFndero produces are accessed and delivered on a transactional basis at www.dataciuick.com PRODUCTS PropertyFindero offers a robust national property database of research information regarding a property, including profiles, sales comps, sales history and parcel maps (where available). ForeclosureFinder tracks foreclosures and gives up -to -date information at every step of the foreclosure process including pre - foreclosure, auction and RED. This unique foreclosure list tool combines property details and daily auction results with satellite mapping technology. FEES PropertyFinder Service Package ® SUBSCRIBER commits to a monthly license fee of $175.00 per month, paid in advance each month, for unlimited use of the PropertyFindere applications listed in this Service Schedule. Document Images are not included in the unlimited use fee. All rates are subject to change. See Terms and Conditions for details. SUBSCRIBER agrees to pay a one -time NON - REFUNDABLE Account Establishment Fee of $ waived . PropertyFinder Search $Included Profile $Included Comps $Included History $Included Plat Map $Included Additional Users ❑ SUBSCRIBER commits to 0 additional users at $25.00 per user /per month, paid in advance each month. PropertyFinder and ForeclosureFinder Service Package ❑ SUBSCRIBER commits to a monthly license fee of $224.95 per month, paid in advance each month, for unlimited use of the PropertyFinderO applications listed above and unlimited use of DataQuicWs ForeclosureFinder product, subject to the terms and conditions set forth below. Document Images are no A included in the unlimited use fee. All rates are subject to change. See Terms and Conditions for details. SUBSCRIBER agrees to pay a one -time NON - REFUNDABLE Account Establishment Fee of $. A. The information contained within the ForeclosureFinder product is available only for the purpose of providing general information on properties in every phrase of the foreclosure process and other real estate related issues. SUBSCRIBER shall not rely on any the information contained within the ForeclosureFinder product or any other DATAQUICK DATA as a replacement or substitute for any professional, financial, legal or other advice or counsel. B.. The information contained within the ForeclosureFinder product or any other DATAQUICK DATA may not be scraped, mined or otherwise accessed by equipment, software or other means which facilitate anything other than direct, individual, In person, non - automated use by SUBSCRIBER. C. SUBSCRIBER agrees to cooperate and comply with all investigations of abuse, complaints, third party infringement or any other unauthorized use of the information contained within the ForeclosureFinder product or any other DATAQUICK DATA. RV- 18679.01_10/09 Page 1 of 2 1L 'W DATAQUICK SUBSCRIBER DATAQUICK INFORMATION SYSTEMS, INC.. 9620 TOWNE CENTRE DRIVE, SAN DIEGO, CA 92121 . 800- 950 -9171 D. SUBSCRIBER shall not copy, modify, adapt any APIs provided pursuant to this Agreement or any code that any provided software HTML, JavaScript. Further, SUBSCRIBER shall not reverse engineer, decompile, reverse assemble, modify or attempt to discover any source code used to generate or provide the information contained within the ForeclosureFinder product or any other DATAQUICK DATA, nor insert any code or product to manipulate the content provided in any way that affects any user's experience. E. By using the mapping functionality, data, materials and /or services provided by MapQuest, Inc. ("Map Quest] SUBSCRIBER agrees to be bound by the terms and conditions of Map Quests then - current 'End -User Terms' located at Http://cdn.mapquest.com/mgjegal/termsofuse.html. F. By registering or otherwise subscribing to the "FLX" service, SUBSCRIBER agrees to be bound by the following additional terms: (1) Data provided through the FLX service may not be combined or merged with any other data with the exception of maps and /or aerial images; and (2) While using the FLX service, SUBSCRIBER shall not, or not attempt to, alter, partially conceal, or otherwise obstruct any portion of the data, user interface, logo or any other element of the FLX service. ADDITIONAL PRODUCTS PropertVFinder® Document Images $ 5.75 /record Also available, but not included in the unlimited allocation. ADDITIONAL FEES The PropertyFindera Document Images access shall be added to SUBSCRIBER'S current Agreement and Service Package for an additional transaction fee listed above. IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed and effective upon the date of corporate approval as set forth below. DATAQUICK INFORMATION SYSTEMS, INC. SUBSCRIBER (Print Name): Kotas (Print Title: Executive Title: C CO W f Corporate Use Only Approved /Effective Date: Date: (Must be signed by a RV- 181579.01_10/09 Page 2 of 2 INITIALS DATAQUICK SUBSCRIBER DATAQUICK INFORMATION SYSTEMS, INC. • 9620 TOWNE CENTRE DRIVE, SAN DIEGO, CA 92121 • 800 - 950 -9171