Software End User License Agreement

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THIS PRODUCT. BY CLICKING THE ACCEPTANCE BUTTON, CREATING AN ACCOUNT TO USE THE SOFTWARE, OR BY USING THE SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE BUTTON THAT INDICATES YOU DO NOT ACCEPT THE TERMS, AND DO NOT USE THE SOFTWARE.

This Software End User License Agreement sets forth the terms and conditions of your use of the accompanying Appraisal Data Intelligence Platform, software, website, products, and services (collectively, “Software”). For the purposes of this Agreement, “you” means you, the end user, and “Licensor” means Appraisal Department, Incorporated and its subsidiaries and affiliates.

1. System Requirements.

Use of the Software requires one or more compatible devices, Internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of the Software involves hardware, software, and Internet access, your ability to access and use the Services may be affected by the performance of these factors. High speed Internet access is recommended. You acknowledge and agree that such system requirements, which may change from time to time, are solely your responsibility.

2. License Grant.

Licensor hereby grants to you a non-exclusive, non-assignable, non-transferable, limited license to use the Software and any related documentation (“Documentation”), solely for the intended purposes of the Software as set forth in the Documentation, according to the provisions contained herein and subject to payment of applicable license fees. You are not permitted to lease, rent, distribute, sell, or sublicense the Software or any rights therein. You also may not use the Software in any other unauthorized manner. Further, no license is granted to you in the human-readable code of the Software (source code). Except as provided below, this Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in the Software and Documentation.

You agree that you have no right, power, or authority to make any modifications to or unauthorized copies of the Software. The Software and Documentation may be copied only as essential for backup or archive purposes. You must reproduce and include all copyright notices and any other proprietary rights notices appearing on the Software and Documentation on any copies that you make.

3. No Assignment; No Transfer.

You agree not to transfer or assign the Software and/or this Agreement to another party without the prior written consent of Licensor. If such consent is given and you transfer or assign the Software and/or this Agreement, then you must at the same time either transfer any copies of the Software and Documentation to the same party, or destroy or return to Licensor any such materials not transferred. Except as set forth above, you may not transfer or assign the Software or rights under this Agreement.

4. No Modification; No Reverse Engineering.

You agree not to modify, translate, reverse engineer, decompile, disassemble, or create derivative works of the Software or assist someone in performing such prohibited acts.

5. Compliance with the Law; Import/Export Restrictions.

You are responsible for compliance with all applicable laws, regulations, rules, and legal requirements. You agree not to import or export the Software or any Documentation (or any copies thereof), or any products utilizing the Software or any Documentation in violation of any applicable laws or regulations of the United States or the country to which you have imported or exported. You agree to indemnify Licensor from liability if you violate any such laws or regulations.

6. Title.

You agree that Licensor owns and holds all right, title, and interest to the Software and any Documentation, and all subsequent copies thereof regardless of the form or media. Furthermore, all title, ownership rights, and intellectual property rights in the Software and any Documentation shall remain with Licensor, including all corrections, enhancements, or other modifications made thereto. The Software and any Documentation are protected by copyright and other intellectual property laws and by international treaties. All rights not expressly granted to You under this Agreement are reserved by Licensor.

7. Term and Termination.

This license will be perpetual from the date that you first create an account with Licensor to use the Software. You may terminate this license at any time by cancelling your account associated with the Software or by ceasing to make payment to Licensor for use of the Software. Your license for the Software will also terminate immediately if you fail to comply with any term or condition of this Agreement, file for bankruptcy, become insolvent, or are placed in receivership. Upon such termination, you agree to immediately stop all use of the Software and Documentation and cancel your account associated with the Software. You agree that you will not be entitled to a refund of any applicable license fee upon early termination of this Agreement.

8. Account Registration Information.

You may be required to provide information about yourself to register for and/or use the Software. You agree that any such information shall be accurate. You may also be asked to choose a username and password. You are entirely responsible for maintaining the security of your username and password and agree not to disclose such to any third party.

9. No Warranty.

YOU UNDERSTAND AND AGREE THAT THE SOFTWARE IS PROVIDED “AS IS” AND LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. LICENSOR MAKES NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SOFTWARE OR THAT THE SOFTWARE WILL MEET ANY USER’S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SOFTWARE IS AT YOUR SOLE RISK. ANY MATERIAL AND/OR DATA OBTAINED THROUGH THE USE OF THE SOFTWARE IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU OR OTHERS RESULTING FROM THE USE OF THE SOFTWARE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU. LICENSOR DOES NOT ASSUME ANY RESPONSIBILITY FOR RETENTION OF ANY USER INFORMATION. LICENSOR CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SOFTWARE.

10. Limitation of Remedies.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY SHALL LICENSOR BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTIONS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER PERSONAL OR COMMERCIAL DAMAGES OR LOSSES ARISING FROM THE USE OR INABILITY TO USE THE SOFTWARE (WHETHER OR NOT DUE TO ANY DEFECTS THEREIN). IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES EVEN IF LICENSOR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORSEEABLE, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM LICENSOR’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. IN NO EVENT SHALL LICENSOR’S LIABILITY EXCEED THE PURCHASE PRICE PAID BY YOU FOR THE SOFTWARE.

11. Indemnification.

You agree to defend, indemnify, and hold harmless Licensor, its suppliers and its resellers from and against all liabilities, costs, damages, and expenses (including settlement costs and reasonable attorneys’ fees) arising from any claims from anybody that result from or relate to your use, reproduction, or distribution of the Software, or your breach of any representation, warranty, or obligation under this Agreement.

12. Acknowledgment.

By creating an account to use the Software or by using any part of this Software, you indicate that you have read this Agreement, understand it, and agree to be bound by its terms and conditions.

13. Force Majeure.

Licensor shall not be liable hereunder for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is on account of causes beyond its control, including, but not limited to, labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, public health related orders or quarantines, casualty, government authority, strikes, or acts of God, in which event Licensor shall be excused from its obligations for the period of the delay and for a reasonable time thereafter.

14. Arbitration and Class Action Waiver.

Any controversy or claim arising out of or relating to this Agreement, arising out of or relating to your relationship with Licensor or arising out of or relating to your use of the Software shall be settled exclusively through binding arbitration administered by the American Arbitration Association in accordance with the Expedited Procedures of the Commercial Arbitration Rules. Licensor shall elect in its sole discretion the format of arbitration (in person, virtual, or otherwise). The arbitration hearing shall take place before a single arbitrator in Mecklenburg County, North Carolina. Such arbitrator shall ensure the following procedural requirements govern the arbitration: the arbitration shall be decided based solely upon the submission of documents, and no witness testimony shall be elicited or heard; there shall be no written discovery, interrogatories, requests for production of documents, or requests for admissions; there shall be no depositions taken; all information exchanged and elicited through the arbitration shall be kept strictly confidential by the parties and shall not be shared with anyone other than the parties themselves and the arbitrator; and the arbitration hearing shall not exceed 1 day. You agree that Licensor is an intended beneficiary of this arbitration clause. This agreement to arbitrate shall be enforceable under and subject to the Federal Arbitration Act.

In addition, no arbitration proceeding hereunder shall be filed or pursued as a class action or proceed as a class action, or on a basis involving claims brought in a purported representative capacity on behalf of the general public, other members or potential members or persons similarly situated. Moreover, no arbitration proceeding hereunder shall be consolidated with, or joined in any way with, any other arbitration proceeding.

THE PARTIES AGREE TO ARBITRATE ON AN INDIVIDUAL BASIS AND EACH WAIVES THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

15. Miscellaneous.

This Agreement is the entire understanding between the parties related to the subject matter herein and supersedes all previous agreements related to the same. This Agreement shall not be changed unless such change is in writing and signed by the parties. North Carolina law governs this Agreement, without regard to conflict of law principles, and any disputes arising under or related to this Agreement shall be resolved in Mecklenburg County, North Carolina, in accordance with the terms of Section 14 above. Waiver of a breach of this Agreement or failure to enforce this Agreement on one or more occasions shall not be construed as a waiver of any subsequent breach. Any ambiguity found in this Agreement shall not be construed against the drafter. If any portion of this Agreement is found to be invalid, then the remaining, valid portions of the Agreement shall still be enforceable. Nothing contained in this Agreement, or your use of the Software shall be construed to constitute either party as a partner, joint venturer, employee or agent of the other party, nor shall either party hold itself out as such.