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END USER AGREEMENT
1. You agree that this Agreement is entered
into between yourself and CoreLogic Transportation Services and its third
party information providers ("Service Provider") and that such third party
information providers are third party beneficiaries hereof. You acknowledge
that all information (the "Information") furnished to you by the Service
Provider is licensed for the exclusive use of End-Users. Regardless of the form
or format in which the Information is furnished, none of the Information may be
made available in whole or in part to any third party. You agree that the
Information will not be reproduced, revealed or made available to anyone else,
it being understood that the Information is licensed for your internal use
only, except that you may make one copy solely for backup purposes. You agree
that you will use the Information solely as one factor in your credit,
insurance, marketing or other business decisions and you are expressly
prohibited from using the Information as a factor in establishing an
individual's eligibility for (i) credit or insurance to be used primarily for
personal, family or household purposes, or (ii) employment. You agree not to
use the Information to engage in unfair or deceptive practices.
2. You agree to indemnify, defend and hold
harmless the Service Provider and their affiliates from any claim or cause of
action against Service Provider arising out of or relating to use of the
Information by (i) individuals or entities which have not been authorized by
this Agreement to have access to and/or use the Information and (ii) you, which
use may be in violation of your license.
3. YOU ACKNOWLEDGE THAT SERVICE PROVIDER
AND ITS THIRD PARTY INFORMATION PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES
OF ANY KIND WITH RESPECT TO THE ACCURACY, COMPLETENESS, TIMELINESS,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE INFORMATION OR OF
THE MEDIA ON WHICH THE INFORMATION IS PROVIDED. YOU ALSO ACKNOWLEDGE THAT EVERY
BUSINESS DECISION INVOLVES THE ASSUMPTION OF A RISK AND THAT D&B, IN
FURNISHING THE INFORMATION TO YOU, DOES NOT AND WILL NOT UNDERWRITE THAT RISK,
IN ANY MANNER WHATSOEVER. YOU THEREFORE AGREE THAT SERVICE PROVIDER AND ITS
THIRD PARTY INFORMATION PROVIDERS WILL NOT BE LIABLE TO YOU FOR ANY LOSS,
DAMAGE OR INJURY ARISING OUT OF OR CAUSED IN WHOLE OR IN PART BY SERVICE
PROVIDER NEGLIGENT ACTS OR OMISSIONS IN PROCURING, COMPILING, COLLECTING,
INTERPRETING, REPORTING, COMMUNICATING OR DELIVERING THE INFORMATION.
4. YOU AGREE THAT SERVICE PROVIDER AND ITS
THIRD PARTY INFORMATION PROVIDERS WILL NEVER BE LIABLE FOR CONSEQUENTIAL
DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ALSO AGREE
THAT SERVICE PROVIDER'S AND ITS THIRD PARTY INFORMATION PROVIDERS' AGGREGATE
LIABILITY, IF ANY, FOR ANY AND ALL LOSSES, DAMAGES OR INJURIES WHICH YOU SUFFER
OR INCUR ARISING OUT OF ANY ACTS OR OMISSIONS OF SERVICE PROVIDER IN CONNECTION
WITH ANYTHING TO BE DONE OR FURNISHED HEREUNDER, REGARDLESS OF THE CAUSE OF THE
LOSS, DAMAGE OR INJURY (INCLUDING NEGLIGENCE) AND REGARDLESS OF THE NATURE OF
THE LEGAL OR EQUITABLE RIGHT CLAIMED TO HAVE BEEN VIOLATED, SHALL NEVER EXCEED
$10,000.00 AND YOU COVENANT AND PROMISE THAT YOU WILL NOT SUE SERVICE PROVIDER
FOR A GREATER AMOUNT. YOU ALSO AGREE TO GIVE SERVICE PROVIDER IMMEDIATE WRITTEN
NOTICE OF ALL ACTIONS, CLAIMS, LOSSES OR DAMAGES ARISING OUT OF THE USE OF THE
INFORMATION.
5. You acknowledge and agree that the
copyright to the Information is and shall remain with SERVICE PROVIDER. You
acknowledge that the Information, regardless of form or format, is proprietary
to SERVICE PROVIDER and comprises: (a) works of original authorship, including
compiled information containing SERVICE PROVIDER's selection, arrangement and
coordination and expression of such information or pre-existing material it has
created, gathered or assembled; (b) confidential and trade secret information;
and (c) information that has been created, developed and maintained by SERVICE
PROVIDER at great expense of time and money, such that misappropriation or
unauthorized use by others for commercial gain would unfairly and irreparably
harm SERVICE PROVIDER. You agree that you will not commit or permit any act or
omission by your agents, employees or any third party that would impair SERVICE
PROVIDER's copyright or other proprietary and intellectual property rights in
the Information. You agree to notify SERVICE PROVIDER immediately upon
obtaining any information regarding a threatened or actual infringement of
SERVICE PROVIDER's rights. You also agree that you will not use any SERVICE
PROVIDER trade name, trademark, service mark, logo or copyrighted materials in
listings or advertising in any manner without the prior written approval of
SERVICE PROVIDER.
6. These Terms of Agreement are in addition
to those found in any COMPANY service agreement. If there is a conflict between
these Terms of Agreement and those found in any such service agreement, then
these Terms of Agreement will apply. This Agreement shall be governed by and
construed in accordance with the laws of the State of New Jersey, United States
of America, without giving effect to its conflicts of laws provisions. Any
disputes arising hereunder must be filed and shall be venued in the United
States District Court for the District of New Jersey or in the courts of the
State of New Jersey and the parties hereby submit to the jurisdiction of such
courts.
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