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THIS END USER LICENSE AGREEMENT (“AGREEMENT”) IS A LEGALLY BINDING AGREEMENT BETWEEN FIRST AMERICAN TITLE INSURANCE COMPANY AND/ OR ITS APPLICABLE AFFILIATES (COLLECTIVELY “FIRST AMERICAN”) AND YOU (“LICENSEE”) CONCERNING THE SITE, THE SOFTWARE AND THE LICENSED PRODUCTS (EACH AS DEFINED BELOW).
BEFORE YOU MAY ENTER THE SITE, OR UTILIZE THE CONTENTS OF THE SITE (INCLUDING WITHOUT LIMITATION, THE DATA AND COMPUTER CODE CONTAINED ON OR TRANSMITTED FROM THE SITE), THE LICENSED PRODUCTS AND THE SOFTWARE, YOU MUST REVIEW AND AGREE TO THE FOLLOWING TERMS AND CONDITIONS.
BY CLICKING ON THE "I ACCEPT" BUTTON BELOW AND ACCEPTING THIS AGREEMENT , YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS FOR USE OF THE SITE, THE SOFTWARE, AND THE LICENSED PRODUCTS, INCLUDING ALL PRODUCT LIABILITY LIMITATIONS AND ANY THIRD-PARTY PARTY PROVIDER AGREEMENTS REFERENCED HEREIN. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK ON THE "I DECLINE" BUTTON BELOW, AND DO NOT ENTER THE SITE OR INSTALL OR USE THE SOFTWARE OR THE LICENSED PRODUCTS.
IF YOUR EMPLOYER HAS AN OPERATIVE MASTER SERVICES AGREEMENT (WITH APPLICABLE STATEMENTS OF WORK) OR A STANDALONE SERVICES AGREEMENT (EACH A “SERVICES AGREEMENT”), COVERING USE OF THE SITE, SOFTWARE OR LICENSED PRODUCTS, THE TERMS AND CONDITIONS OF THAT SERVICES AGREEMENT SHALL CONTROL WITH REGARD TO THE SITE, SOFTWARE, OR LICENSED PRODUCTS.
All capitalized terms, in the plural and in all tenses, shall have the meaning set forth in this paragraph and elsewhere in this Agreement:
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shall mean all editorial content, graphics, information, and materials on the Site provided by First American or its affiliates as well as the Software owned by or licensed to First American or its affiliates.
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shall mean the products and services set forth in the Agreement, which are generated through Your use of the Software, and are provided to You through the Site with respect to each such product or service.
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shall mean the fams.myfirstam.com® website, the www.firstam.com/mortgagesolutions® website, the mscostcalculator.firstam.com® website, and any other individual sites as may be added to, or available through, the Site, including without limitation, the data and computer code contained on or transmitted from the Site, the Licensed Products, the Software, and the First American Content. Any reference herein to the Site shall be to each individual item and to the Site as a whole.
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shall mean the Site software, any successor system or software as designated in writing by First American, and any derivative works thereof, including all updates, releases, bug fixes, upgrades, modifications, enhancements and extensions, all associated software components, media, printed documents and/or online or electronic documentation, any image and any text, data, or content, including, without limitation, information, composites, photographs, film or video footage, animations, audio products, or any visual representations regardless of whether the images are obtained via download from First American or delivered by First American via any other media, together with all material generated optically, electronically, digitally or by any other means from the same, including any reproductions thereof.
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Provided that You comply with all the terms and conditions of this Agreement, First American agrees to provide You with access to the Site, the Software, and the Licensed Products in accordance with and subject to the terms of this Agreement. You acknowledge and agree that First American controls the terms of all access to and use of the Site and all materials delivered through the Site, including the Software, the Licensed Products, First American Content and all third party products and information that may be included therein. First American reserves the right to revise or alter the Site, Software, Licensed Products, First American Content and terms of this Agreement at any time, in its sole discretion and to cease offering the Site, Software, First American Content, and Licensed Products. In no event shall First American or its data suppliers be liable for any damages resulting from Your inability or failure to access or interface with the Site.
The term of this Agreement will commence upon Your acceptance of the Agreement terms (by clicking "I Accept") and continue in perpetuity, unless sooner terminated pursuant to the terms hereof (or a governing Services Agreement) (the "Term"). Notwithstanding the foregoing, upon written notice to You, First American may immediately terminate this Agreement, and terminate Your access to and use of the Site, the Software, First American Content and the Licensed Products, if: (a) First American ceases to offer the Site, Software, First American Content or Licensed Products; (b) You fail to comply with any of the terms of this Agreement; or (c) upon revocation of authorization from Your employer or the lender controlling Your access. First American may also terminate this Agreement, for any reason whatsoever, in its sole discretion, by giving You written notice. Upon any termination of this Agreement, You shall promptly (within five (5) days) return or destroy all Confidential Information (as defined below), the Licensed Products furnished by First American, the First American Content and the Software. Upon request by First American, You shall certify in writing to First American that all copies of the same have been returned or destroyed.
Subject to the terms and conditions of this Agreement, and provided that Licensee has paid all applicable fees to First American for the use of the Site, the Software and the Licensed Products and that You have not breached the provisions of this Agreement or any other agreement between You and First American, including a Services Agreement, First American grants to You during the Term and within the United States a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to use the Site and Licensed Products solely as set forth in this Agreement. The license granted by First American to You hereunder (the "License") is conditioned upon Your compliance with the terms and conditions of this Agreement, and authorization from Your employer or such lending institution that controls Your use hereunder (if applicable). All titles, patents, trademarks, copyright, and other proprietary notices of First American must be reproduced as displayed on the Site or on copies of the Licensed Products used hereunder by You. Any alteration, deletion, modification, or change of any kind to the titles, patents, trademarks, copyrights or other proprietary notices of the Licensed Products or First American Content or found in or on any products by You is strictly prohibited and constitutes a violation of First American's rights and a breach of this Agreement. Unauthorized use of the Licensed Products can result in civil damages and criminal penalties.
You acknowledge and agree that Your use and access of the Site, the Software and the Licensed Products may be logged and monitored. You shall have no expectation of privacy in using the Site, Software, or Licensed Products. You agree to use the Site, the Software and the Licensed Products in a manner consistent with any and all applicable laws, rules and regulations as well as the terms and conditions set forth in this Agreement, on the Site or in the documentation accompanying and/or contained within the Software. You shall not disassemble, create models, analytics, or derivative works of, decompile, manipulate or reverse engineer the Site, the Software, First American Content, or the Licensed Products, and You shall take all necessary steps to prevent any of Your authorized users (if permitted pursuant to separate negotiated terms with First American) or any third party from doing the same. You shall not use the Site, the Software, First American Content, or the Licensed Products in any way that infringes or misappropriates First American’s or any third party owner's copyright, patent, trademark, trade secret or other intellectual property or proprietary rights or rights of publicity or privacy. You shall take all reasonable steps, in accordance with the best industry practices, to protect the security of the Site, the Software, First American Content, and the Licensed Products and to prevent the unauthorized use or disclosure of the Site.
You shall only access the Site, and use the Software, First American Content and the Licensed Products on a restricted basis, as authorized in this Agreement or a Services Agreement, using an assigned password or other security mechanism to prevent unauthorized access, and shall use the Licensed Products solely within Your own organization for Your own internal business purposes. Sharing of user access is prohibited and any automation of accessing information is strictly prohibited unless expressly authorized in writing by First American. It is Your sole responsibility to maintain the confidentiality of all assigned usernames and passwords, and You shall be responsible for all charges relating to the use of said usernames and passwords whether or not authorized by You. You may in the course of using the Site, the Software and/or the Licensed Products indicate that other participants in Your proposed transaction are interested in using the Software, the Site and/or the Licensed Products, and You may provide information (e.g., e-mail addresses, addresses and names) to First American regarding such parties in accordance with applicable law, rule or regulation. However, such parties may not utilize the Site, the Software, First American Content or the Licensed Products until such parties are authorized by First American and expressly agree to the terms of this Agreement, unless otherwise governed by a Services Agreement. You shall notify First American in writing of all changes, deletions, or additions to the identity of persons assigned usernames within five (5) days of the change, deletion, or addition. You may not under any circumstances modify, copy, distribute, republish, or download any of the material or First American Content on the Site without First American's prior consent in writing. You shall be liable to, and agree to indemnify, defend and hold First American and its parents, subsidiaries, affiliates and their respective officers, directors, employees and agents harmless from any penalties, fines, claims or causes of actions due to a misappropriation or unauthorized disclosure of non-public information resulting from misuse of any usernames or passwords or the Site, Licensed Products or Software.
In no event shall You use the Site, the Software, the First American Content or the Licensed Products for illegal purposes or in any manner that is defamatory, libelous, unlawfully threatening or unlawfully harassing, or that otherwise violates any federal, state or local statute, law or regulation, for debt collection, skip tracing, or electronic telephone directory assistance. You shall be solely responsible for obtaining any and all necessary licenses, certificates, permits, approvals, or other authorizations required by federal, state, or local statute, law or regulation pertaining to real estate property lending, servicing, and valuation practices. First American makes no representations or warranties about the legality or propriety of the use of the Site, the Software, the First American Content or the Licensed Products in any jurisdiction, state, or region.
For data or informational products, You shall comply with the published guidelines of the Direct Marketing Association, other applicable industry guidelines, and all federal, state, and local laws, regulations, ordinances and court orders from competent jurisdictions regarding the use, storage and dissemination of data.
You understand that the information, data, images, scores, and reports available under one or more of the Licensed Products have not been collected for credit purposes and are not intended to be indicative of any consumer's credit worthiness, credit standing, credit capacity, or other characteristics listed in Section 1681(a) of the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. You shall not use the Licensed Products (a) as a factor in establishing an individual's eligibility for credit or insurance, (b) in connection with underwriting individual insurance, (c) in evaluating an individual for employment purposes, (d) in connection with a determination of an individual's eligibility for a license or other benefit granted by a governmental authority, (e) in any way that would cause the Licensed Products to constitute a "consumer report" under the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., or (f) in any other manner that would cause such use of the Licensed Products to be construed as a consumer report by any pertinent governmental authority.
You acknowledge that certain products and services provided in connection with Your use of the Site, the Software and the Licensed Products may incorporate information, services, and/or products of third parties and the provision and use thereof shall be subject to terms and conditions provided by such third parties. You assume sole responsibility for all use of the information provided by a third party data supplier, including the liability and responsibility for any and all claims, demands, losses, damages, liabilities, costs, charges and expenses, including reasonable attorneys' fees, arising out of Your use of the information and agree to indemnify First American and its suppliers or licensors with respect thereto.
Violation of any of the foregoing provisions, or unauthorized access of the Site, the Software, the First American Content, or the Licensed Products, shall give First American the right to immediately terminate the Agreement without further obligation, and may subject You to civil, criminal and/or administrative penalties.
In no event are You permitted to reproduce or store internally in a database or otherwise, the Site in its entirety, nor are You permitted to reproduce or store internally substantial amounts of material and information contained in the Site. No copying, redistribution or use of the Site, any portion thereof, nor any material contained therein is permitted. You shall not disassemble, create derivative works of, decompile, manipulate or reverse engineer the Site, and shall take all necessary steps to prevent any of Your authorized users or any third party under Your control from doing the same. You are not permitted to resell any information contained in the Site. You shall take all reasonable steps, in accordance with the best industry practices, to protect the security of the Site and to prevent the unauthorized use or disclosure of Site.
You acknowledge and agree that, as between Licensee and First American, First American retains all right, title and interest in and to the Site, the Software, the First American Content, and the Licensed Products, including all copyrights, patents, trademarks, trade secrets and all other intellectual property rights in the same. No rights in or to the Site, the Software, the First American Content, or the Licensed Products are granted to You except the limited license specifically granted in this Agreement. You acknowledge that You shall not acquire any copyright ownership or other similar right, or any other ownership or intellectual property rights in or to the Site, the Software, the First American Content , the Licensed Products or other property owned by First American as a result of this Agreement.
You acknowledge that the Site contains valuable commercial products, the development of which has involved the expenditure of substantial time and money. You will issue appropriate instructions to all of Your employees having access to the Site and any associated third party products concerning the restrictions contained herein, and shall initiate strict security measures to prevent the accidental or otherwise unauthorized use or release of any and all proprietary and confidential information of First American and any third parties associated with or provided through the Site (hereinafter referred to as "Confidential Information"). Confidential Information includes, without limitation, the Site, the Software and the Licensed Products, real property ownership information, with particular respect to consumer information that is considered "sensitive", namely: financial information including mortgage values, real estate loan information, default and foreclosure information, as related to a named individual owner; all technical and non-technical data; formulae; patterns; compilations; programs; devices; methods; techniques; drawings; processes; business practices; plans or proposals; list(s) of customer names and addresses and other customer and/or consumer-related information, including any nonpublic personal information as defined by federal law, including, but not limited to, the Gramm-Leach-Bliley Act, as it may be amended, any regulations promulgated thereunder and any other customer information protected by applicable international, federal or state laws; third party products and information lists of actual or potential third party customers or suppliers; sales and marketing information; training and operations materials; personnel records; any compilation or summary of information or data that is itself confidential; and all other written or oral information relating to the business or affairs of First American or other third parties whose information or products are provided through the Site (including their pricing, transactions, products, planning, strategies, ideas, and know-how).
Confidential Information shall not include any information that: (a) enters the public domain through no fault of Yours; (b) is rightfully known by You without any obligation to keep it confidential at the time it is disclosed by First American, as shown by Your records; (c) is independently developed by You at any time without reference to the Confidential Information, as shown by Your records; or (d) is rightfully obtained by You from an independent third party who does not have an obligation of confidentiality to First American, or the respective third-party owner of information provided through the Site. For the avoidance of doubt, and notwithstanding the foregoing, the Site, the Software and the Licensed Products are proprietary, protected by copyright and trade secrets of First American, and the restrictions on use and disclosure of the Site, the Software and the Licensed Products are not subject to the exceptions set forth in this paragraph. You agree both during and after the Term of this Agreement not to disclose, use, disseminate, reproduce or publish any portion of the Site or any products or services delivered via the Site (including the Software or the Licensed Products) in any manner other than as specifically stated herein. You further agree to not breach any third party’s Confidential Information, including sensitive information of consumers or proprietary information of lenders, servicers or other real estate related parties and will indemnify First American and its parents, subsidiaries, affiliates and their respective officers, directors, employees and agents for any third party claim related to your provision of Confidential Information on the Site. In the event that a breach of these confidentiality terms occurs, in addition to First American's right to terminate the Agreement, First American may proceed to the appropriate court and seek immediate injunctive relief, or other equitable relief as appropriate, in addition to any other rights and remedies that it may have at law or in equity. In the event of termination, or expiration of this Agreement, You agree to immediately cease using the Site, including all information obtained through the Site. You agree to abide by all prevailing federal, state, and local laws and regulations governing lending, fair information practices and consumers' rights to privacy, and You will limit access to consumer information obtained through the Site to those individuals who have a "need to know" in connection with Licensee's internal business. You agree to obligate any individuals provided access to consumer information hereunder to acknowledge consumers' rights to privacy and adhere to fair information practices. In any event, You agree to be liable for, and indemnify First American with respect to any claims concerning, any violations arising hereunder caused by individuals which You have provided access to, both directly and indirectly.
This Site uses cookies and similar technologies to manage your sessions, manage content, and improve your Site experience. To learn more about these technologies, your options, and about other categories of personal information we collect through this Site and how we may use it, please see our Privacy Policy located at https://www.firstam.com/privacy-policy/#type-of-information®. This notice is effective for your use of this Site for the next 14 days.
During the Term of this Agreement, First American shall have the right to audit, during Your regular business hours and subject to Your reasonable security requirements, Your books, records and computer systems that contain information pertaining to the Site, the Software, the Licensed Products, or this Agreement to determine that Licensee is in compliance with the terms, conditions, and restrictions of this Agreement. All costs of such audit shall be borne by First American, except that such expenses shall be borne by You if any audit determines that You have materially breached any of the terms or conditions herein. If such audit determines there has been a breach by You regarding compliance with the terms of this Agreement, First American may immediately terminate this Agreement and pursue its other legal remedies. If You do not cooperate with First American's audit request within five (5) days, You shall be deemed to have conclusively admitted to a material breach with regard to Your compliance hereunder for which First American may immediately terminate this Agreement and pursue its legal remedies.
Except for products and information provided by a third-party licensor, with respect to which such licensor shall remain the exclusive owner of the respective information, all First American websites (including the Site) are owned and copyrighted by First American. No ownership rights are being granted to You by this Agreement. Subject to the limited license provided herein, First American reserves all rights in and to the Site, including but not limited to the exclusive rights under copyright and other intellectual property and the right to grant further licenses. You shall only use the Site as specifically stated herein. First American and its licensors reserve and retain all copyright, intellectual property, and other proprietary rights in and to the First American Content, including without limitation, all rights in any public information gathered as a compilation. All First American Content is protected by U.S. and/or international copyright laws, international treaties and/or other applicable laws. Unauthorized use of the Site or the First American Content is strictly prohibited and may subject You to prosecution. You acknowledge that all information accessed through the Site is proprietary information of First American and its third-party suppliers (including without limitation real property ownership information) under copyright and have been furnished to You in trust. Except as expressly permitted herein, the materials from the Site including, but not limited to, the First American Content may be used solely for limited non-commercial informational purposes only as necessary to do business with First American or for evaluating or purchasing First American's products and services. Except for downloading as may be expressly authorized by First American within specific portions of the Site, the First American Content may not be reproduced, licensed, copied, displayed, published, sold, modified, transmitted or distributed without First American's prior written permission which may be withheld in First American's sole discretion. Linking to and/or framing the Site is strictly prohibited unless First American expressly consents in writing to such a link or frame, and the User enters into a further agreement for such linking to and/or framings. Any person or entity wishing to establish a link to the Site, frame the Site, or request First American's consent to other uses of the Site or First American Content, may send their request by e-mail to the First American Webmaster. All other uses of the Site and/or the First American Content not expressly addressed in this Agreement are strictly prohibited.
First American owns several trademarks and service marks that are used in connection with among other things, the Licensed Products, the Site and the Software, including, but not limited to myFirstAm®, First American®, the Eagle logo® and FIRSTAM.COM® ("First American Marks"). Any use of the First American Marks requires prior approval in writing by First American which may be withheld in First American's sole discretion. The "look and feel" of First American's Site and the contents thereof, including without limitation, the First American Content and color combinations, buttons, layout, and other graphical elements are protected by applicable U.S. and international intellectual property laws, including without limitation trademark, copyright and trade dress laws. Nothing contained herein shall constitute a license (either express or implied) for You to use any of the First American Marks or trade dress, including the elements that constitute the "look and feel" of the Site.
With the exception of title insurance claims (which have their own notice requirements), You shall provide prompt notice to First American, and a reasonable opportunity to cure, any known error, omission or mistake that may result in a claim on services provided pursuant to this Agreement, prior to making a claim against the services. In addition, You shall use Your best efforts to mitigate Your losses resulting from services provided pursuant to this Agreement. If You do not perform according to the requirements of this section, First American will not be liable. You must also provide sufficient documentation, as deemed appropriate by First American, to evidence Your claim.
You assume sole responsibility for all use of any information provided by a third party data supplier, including the liability and responsibility for any and all claims, demands, losses, damages, liabilities, costs, charges and expenses, including reasonable attorneys’ fees, arising out of Your use of the information, and agree to indemnify First American and its parents, subsidiaries, affiliates and their respective officers, directors, employees and agents and First American’s suppliers or licensors with respect thereto. Any use of the information by You pursuant to this Agreement shall be at Your own risk and First American and its suppliers or licensors shall not be responsible for any errors or omissions.
The warranties set forth in this Agreement are non-transferable and the Parties expressly agree that there are no third party beneficiaries of these warranties, intentional or otherwise, including, but not limited to, any investors, parties in the secondary market, or other parties to whom You may ultimately sell or transfer a loan or group of loans.
You agree that You will be responsible for handling all claims with Your respective customers, and that You will indemnify First American for any resulting liability as a result of actions taken against First American by any third party related to this Agreement.
First American disclaims all liability for any expenses, damages or penalties regarding misinformation or incomplete information provided by You to First American as to tax exempt status of the mortgagee, or the incorrect preparation, or lack of preparation, of forms related to mortgage/transfer taxes.
FIRST AMERICAN DISCLAIMS ALL LIABILITY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY AND PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF BUSINESS, DOWNTIME OR LOSS OF BUSINESS OPPORTUNITY, NO MATTER HOW THEY MAY ARISE, WHETHER IN TORT, CONTRACT, BY STATUTE OR OTHERWISE, REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF OR MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
THE SITE, FIRST AMERICAN CONTENT, LICENSED PRODUCTS, AND THE SOFTWARE ARE ALL PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND FIRST AMERICAN EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ACCURACY (CONCERNING THE INFORMATION CONTAINED WITHIN ANY DOCUMENT, IMAGES, PRODUCTS OR MATERIALS PROVIDED), WHETHER SUCH WARRANTY ARISES IN CONTRACT, TORT, STATUTE OR OTHERWISE. FIRST AMERICAN DOES NOT REPRESENT OR WARRANT THAT THE SITE IS COMPLETE OR FREE FROM ERROR AND DISCLAIMS ALL LIABILITY FOR LOSS OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN THE SITE, WHETHER SUCH ERRORS OR OMISSIONS RESULT FROM NEGLIGENCE, ACCIDENT OR OTHER CAUSE. FIRST AMERICAN PROVIDES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY OF THE PUBLIC RECORD AND SHALL NOT BE LIABLE FOR ANY LOSSES SUFFERED AS A RESULT OF ERRORS IN THE PUBLIC RECORD.
FOR THE SERVICES SPECIFIED IN THIS SECTION, THE SPECIFIC DISCLAIMERS AND LIMITATIONS OF LIABILITY SHALL SUPPLEMENT THE GENERAL DISCLAIMERS AND LIMITATIONS OF LIABILITY ABOVE. UNLESS EXPRESSLY STATED BELOW, ALL TERMS OF THE GENERAL DISCLAIMERS AND LIMITATIONS OF LIABILITY ABOVE SHALL APPLY TO ALL SERVICES.
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Title Insurance Commitments and Policies. The title insurance commitments and policies issued pursuant to Your request under the terms of this Agreement are the sole and exclusive governing terms and conditions as to liability and responsibilities between You and First American for any claim and/or loss incurred by You as a result of a covered matter under the corresponding title insurance policy issued to You by First American.
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Uninsured Property Reports. First American offers multiple types of uninsured reports (collectively "Reports"). Licensee acknowledges that all Reports contain the following disclaimer and limitations of liability and that no liability is assumed by First American under any Reports issued through the Site.
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THIS REPORT: (I) IS NOT AN INSURED PRODUCT OR SERVICE OR AN ABSTRACT, LEGAL OPINION OR A REPRESENTATION OF THE CONDITION OF TITLE TO REAL PROPERTY; (II) IS ISSUED EXCLUSIVELY FOR THE BENEFIT OF THE APPLICANT THEREFOR AND MAY NOT BE USED OR RELIED UPON BY ANY OTHER PERSON; AND (III) MAY NOT BE REPRODUCED IN ANY MANNER WITHOUT THE PRIOR WRITTEN CONSENT OF FIRST AMERICAN. FIRST AMERICAN DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION HEREIN IS COMPLETE OR FREE FROM ERROR, AND EXPRESSLY DISCLAIMS ANY LIABILITY TO ANY PERSON OR ENTITY FOR LOSS OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN THE REPORT REGARDLESS OF WHETHER SUCH ERRORS OR OMISSIONS RESULT FROM NEGLIGENCE, ACCIDENT, OR OTHER CAUSE.
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Signing Services. Licensee acknowledges and agrees that First American is providing access to its independent network of notaries and attorneys (“Signing Professional”) solely for signing services and that it is not providing legal advice to Licensee regarding which type of vendor to use for its signing needs based on applicable state law. First American makes no representations or warranties about the legality or propriety of the use of the services in any geographic area, and disclaims any and all liability to Licensee, or any other person or entity, for the proper performance of services necessary to conduct a real estate closing, or any other transaction type, based on applicable state law. Licensee shall make its own determination about the type of vendor (notary or attorney) to use for the services based on its own determination of applicable law for the transaction type. Licensee acknowledges and agrees that: (a) the Signing Professional is only providing signing services; (b) the Signing Professional is not responsible for performing services necessary to conduct a closing, including preparation of any settlement statements; and (c) Licensee shall not identify First American or the Signing Professional as the settlement agent on any transaction specific documents. Licensee acknowledges that First American’s liability for any error or omission in the services, if caused solely by a Signing Professional in First American’s network, is limited to arrangement of a follow up visit at no charge to licensee. If a problem arises with an appointment that is caused solely by a Signing Professional in First American’s network (i.e. no-show, failure to notarize documents in a way that allows for disbursement and/or recording), First American will make arrangements for a follow up visit at no additional charge. If a follow up visit is required through no fault of the Signing Professional, the follow up visit will be charged as a separate charge at the original rate.
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Recording Services. First American does not represent or warrant that the recording of any document provided by Licensee will perfect any lien or interest upon the subject property or otherwise effect Licensee's intent in recording said document, and does not assume, and expressly disclaims: (a) any duty to identify any errors or deficiencies in the form or content of the documents submitted by Licensee that would cause such documents to be rejected for recording or invalidated post-recording; or (b) any liability to any person or entity for loss or damage arising out of or relating to errors or omissions by public officials (including, but not limited to, errors in posting, indexing or recording documents and/or any failure or refusal of public officials to comply with instructions supplied by First American). This disclaimer shall not impact any coverage that is otherwise afforded under a policy of title insurance.
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Closing Cost Calculator. First American’s closing cost calculator is an internet-based platform which provides our customers with a user-friendly method of obtaining estimates for the title insurance premiums, endorsement charges, recording fees, transfer tax, and escrow fees. There may be variables that need to be considered in determining the final rate to be charged, including geographic and transaction-specific items which are beyond the functionality provided by the First American closing cost calculator. All estimates obtained through the use of the closing cost calculator are dependent upon the accuracy of the information entered into the calculator. Please contact your local First American title office to confirm your quote.
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Flood Determination Services. Licensee acknowledges and agrees that: (a) flood determination services are provided by third party providers pursuant to the terms and conditions of a separate written contract by and between Licensee and the third party provider; and (b) notwithstanding anything in the Agreement and/or the third party contract to the contrary, First American shall not be liable for any losses or other damages suffered by Licensee arising out of or relating to, directly or indirectly, Licensee's access to and/or use of the flood determination services and/or any determinations generated therefrom.
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Appraisals (Including Fusion Appraisals)/ Limited Warranty. The interior and exterior appraisal Services being delivered pursuant to this Agreement shall be provided by licensed and/or certified appraisers in the jurisdiction where the subject property is located. In reviewing an appraisal/evaluation, the reviewer shall follow the specific appraisal review guidelines set forth in Standard 3 of the Uniform Standards of Professional Appraisal Practices (USPAP), as amended from time to time. The Fusion Appraisal products are USPAP compliant appraisals that combine an exterior or interior property inspection, supplemental market information, and an opinion of value developed by a licensed or certified appraiser. First American’s responsibilities are limited to selecting qualified appraisers according to the USPAP standards and requiring that all appraisers submit proof of proper licensing, insurance, and that each appraisal report meets applicable appraisal guidelines under USPAP for the specific appraisal requested. First American disclaims all liability as to the content, including value, of the appraisal services delivered by an appraiser, unless First American made an error in the delivery of information to either Licensee and/or the appraiser, in which case First American shall undertake to correct and pay for any direct costs of correcting such information and having the appraisal Services adjusted to meet the USPAP guidelines, or, if necessary, having a new appraisal performed, at no additional cost to Licensee. The specific remedy stated in this Section is Licensee’s sole recourse for any defect, error or omission in the appraisal Services, and First American shall not be responsible for any other damages, including, but not limited to, indirect, consequential, special, or punitive damages of any kind, including lost profits or lost savings, or for any claim against Licensee by any third party, even if Licensee has made First American aware of the possibility thereof.
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Desktop Evaluation Products. The desktop evaluation product line is designed to report single-family residential property evaluation findings as an estimate of value based on an analysis of the subject property and market characteristics. Data searches and AVM technology may also be provided if customized system valuation techniques are employed. These desktop evaluations are supported by the use of assessment-based conversion techniques, sales history, real estate price indexing, market analysis, sales comparison methods, and expert knowledge.
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Review Services. The review services are offered to certify appraisals performed by third party vendors. These services include field review services, which are in-depth reviews of the subject property and market to ensure accurate methods and techniques were utilized in the development of the appraisal; desk review services verify data, methods, and techniques utilized in an appraisal; and supplemental quality control review services of appraisals or valuations performed by internal departments in accordance with customer-specific guidelines and/or policies.
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Automated Valuation Model (AVM). AVMs provide an estimated valuation and calculate the estimated value of a specific property at a particular point in time through analysis of comparable properties. The accuracy of the methodology used to develop the AVMs, the existence of the subject property, and the accuracy of the predicted value are estimations of value based on available data and are not guaranteed or warranted, nor is the completeness of any such data used by the software guaranteed in processing the value. The condition of the subject property and current market conditions can greatly affect the estimated value generated by the AVM. Any reports generated by First American do not include a physical inspection of the subject property or a visual inspection or analysis of current market conditions by a licensed or certified appraiser, which is typically included in an appraisal, and the AVMs and related reports do not constitute an appraisal of the subject property and should not be relied upon in lieu of an appraisal or other underwriting processes.
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Property Inspection Reports. Property Inspection Reports include a detailed description of the subject property’s physical condition and may also report on market characteristics of the neighborhood. Each Property Inspection Report is completed by a real estate professional that provides standardized ratings on the physical condition of the property, while also providing market area information. The scope and content of the Property Inspection Report may include: physical inspection of the exterior, photograph of the subject property, street view, location map, aerial map addendum, property specific information, condition rating, neighborhood information, and a free text comment section. Licensee acknowledges that the Property Inspection Report does not constitute an appraisal of the subject property and should not be relied upon in lieu of an appraisal or other underwriting processes.
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| (l)
Damage Verification Report (DVR). The DVR includes a detailed description of the subject property’s physical condition, while also reporting on physical damage to the property (storm damage, fire damage, etc.). Each DVR is completed by a real estate professional that provides standardized ratings on the physical condition of the property, while also providing market area information. The scope and content of the DVR includes: physical inspection of the exterior, photograph of the subject property, street view, location map, aerial map addendum, property specific information, condition rating, neighborhood information, and a free text comment section. Licensee acknowledges that the DVR does not constitute an appraisal of the subject property and should not be relied upon in lieu of an appraisal or other underwriting processes.
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Pricing shall be separately agreed to by the parties and will be set up on the Site under a specific Licensee account number, along with the specific Licensed Products that Licensee will purchase from First American. Title insurance rates are regulated. First American reserves the right to change the Licensed Products pricing at any time without notice, unless You have a separate Services Agreement with First American that indicates otherwise. Licensed Products ordered over the Site cannot be canceled once services have been provided or upon commencement of work by First American, and fees for services will be considered accrued immediately. You shall provide all telephone lines, charges, and hardware or software necessary to access the on-line service. You shall be liable for all applicable taxes (past, present and future), including without limitation any use and sales taxes, which may be collected or are required to be collected by First American pursuant to any federal, state or local regulation(s) pursuant to Your use of the Site. Payment for all charges or fees shall be due within thirty (30) days from the date of the invoice or statement. Charges or fees for the Licensed Products will be accumulated under the Licensee account number and will be invoiced following the end of the month in which the Licensed Product is provided. If You become sixty (60) days or more past due, access, delivery or shipment will be automatically disabled until all past due charges or fees are paid in full. You shall continue to be responsible for any monthly minimum charges during any period that access or shipment is disabled.
You hereby represent and warrant that any content that You upload to the Site or content that You use in connection with the Software or the Licensed Products shall not be used in any manner that is defamatory, libelous, unlawfully threatening or unlawfully harassing, and does not and shall not infringe upon or misappropriate any rights, including, without limitation, intellectual property rights, proprietary rights or confidentiality rights, or rights of publicity or privacy of any third parties or First American and that such content is free of worms, virus, Trojan Horses and other disabling code. For the avoidance of doubt, "content" as used in this Agreement in connection with the Licensee shall be construed broadly so as to include, but not be limited to, all materials, documents, data, information or other materials that You may upload to the Site or use in connection with Your use of the Software and/or the Licensed Products. You agree to indemnify, defend and hold First American, its parents, subsidiaries, affiliates and their respective officers, directors, employees and agents, harmless from and against any and all claims, suits, damages, costs and expenses, including attorneys' fees, arising from Your breach of any provision of this Agreement or Your use of the Site, the Software or the Licensed Products in a manner that is inconsistent with either this Agreement, applicable law, the documentation or information accompanying the Software or the documentation or information made available on the Site.
Where First American provides hypertext links to other third-party Internet websites on the Site, it does so for informational purposes only, and such links are not endorsements by First American of any products or services on such sites. First American shall not accept, and shall not incur, any liability for such products or services and makes no endorsement or approval of the same.
Upon the discontinuance of use of the Site by You, any and all liability limitations, confidentiality, warranty, indemnity, and claims provision(s), and any other provision that contemplates performance subsequent to the expiration or earlier termination of this Agreement, shall survive the termination of the Agreement. Upon termination of this Agreement by either party, any amounts unpaid by You for the entire initial or renewal term shall be immediately due and payable.
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The interpretation and construction of this Agreement, and all matters relating hereto, shall be governed by the laws of the State of California applicable to agreements executed and to be performed solely within such State. The parties hereby submit to the jurisdiction of, and waive any objection to the venue of Orange County, California in any litigation arising out of this Agreement.
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| (b)
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You may not assign this Agreement or allow third parties, other than Your employees, to use the Site without prior written consent of First American.
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| (c)
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First American shall not be liable for any delay or failure in its performance of any of the acts required by this Agreement when such delay or failure arises for reasons beyond First American's reasonable control.
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| (d)
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If a court of competent jurisdiction finds any provision of this Agreement to be invalid or unenforceable as to any person or circumstance, such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances. If feasible, any such offending provision shall be deemed to be modified to be within the limits of enforceability or validity; however, if the offending provision cannot be so modified, it shall be stricken and all other provisions of this Agreement in all other respects shall remain valid and enforceable.
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