Loading...
HomeMy WebLinkAboutEC12-155 - Original - Co-Star Group - Computer Program as Economic Development - 08/01/2012 pp� Records Managemen KEiVT - - „ Document WASHINGTON CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed, if you have questions, please contact City Clerks Office. Vendor Name: Co-Star Group Vendor Number: 42773 JD Edwards Number Contract Number: a:�1,9,— This is assigned by Deputy City Clerk Description: License agreement for computer program as a Economic Development tool Detail: Project Name: Contract Effective Date: 8/1/12 Termination Date: 8/1/2015 Contract Renewal Notice (Days): Number of days required notice for termination or renewal or amendment Contract Manager: Kurt Hanson Department: ECD Abstract: S Public\RecordsManagement\Forms\ContractCover\ADCL7832 07/02 40 CoStar License Agreement iNiER,Na7gti (tefl '1.1o` ti 11yr/4'T} AE Marcy Purdy _jJ tS..L'�( Subscription Form Routing Coca Business Code Government _iT - .d r ;,le; o-'' � •',,�P „if�s�F�i ,r _%};"''a �stli--,,. ,bx' Licensee City of Kent cabo- U _07607 ' Address 220 4th Ave S City/State/Zip Kent,WA 98032-5838 Fax (253) 856-6700 Telephone (253)856-5700 Bill-To Contact Kurt Hanson Email for Bill-to-Contact khanSOn(p1Cl kent wa us USE; B1'L:INGICYCLE i - PAYMENT METHOpr' d' Total No Sites 1 ❑Monthly Check ❑Quarterly El Automatic Withdrawal Total No Authorized Users(All Sites) 4 0 Yearly TERM, I - -� m,&^ r ,_ *3 77 v t`ti "'�T � t,�„ ,,kV COMPS fIl'SiOftIC { A 1?, ICEY,IQFCENS'„`'.s '3, " ;"",LF '.r^ Three Years Initial Term From(MhvYY) 1/2000 (corn PSSuoscobers) Total Number of Key Tokens — SCHEDULE OF SERVICES ' Site Market Product Description i.wnthly License Fecs (Before I ax; 207607 SEATTLE CoStarComps--AllProperlvTvpes $34800 j2007 _;; 607 Seattle CoStar Go Mobile Application--All Data $000 07 Seattle CoStar Propertv Web—All Data $34800 07 Seattle Costar Tenant Web--All Data $348 00 2n7607 US Data Costar For Sale Express--All Data $0 00 207607 Seattle _ Costar Professional Directory--AII Data se co Total Monthly Fees From Additional Schedule of Services Costar Discount ($314 00) Total Monthly License Fees I730 00 One Time Implementation Fee One Time Key Token Fee This Agreement suporcedes the license agreements between Licensee and CoStar dated August 29,2002&September 25,2002,relating to the provision of Costar Notes Property&Exchange except for those teats Thal survive lermmat on and any outstanding license fees SUPERCEDING CONTRACTS#9084&#9220 Getting client on new contract,since Exchange no longer applies to Costar and supplying client with additional data for Coster Suite&Go Client will racleve SeaWeiFuget Sound Market Data Cos ar Group will waive an escalations for the next three years This Subscription Form,mdudmg the Terms and Conddlans,the Terms of Use,any addenda and any exhibits a!ached hereto(collectively,the"Agreemenr),between the above-named Licensee and Costar Realty informs ion,Inc t"CoStar')establishes the terns and conditions under whsn Costar will license the aroducts act loan in this Agreement.Attached to this Agreement are the Terms and Conditions that are an integral part of its Agreement hemp loaned hereby Tens used on this Subscnobon Form and not otherwise defined shalt have the meanings set forth on the Terms and Conditions m adddlon, this Agreement Incorporates the Terms of Use She"Terms of Use")available online atwwwcoslar cam By using the Licensed Product,Uncesee agrees to comply with the Terms of Use and to regularly rewew such leans for updates and changes To the extent a contct exists the Subscription Form and the Terms and Conditions shall govern over the Terms of Use in the event that Licensee does not execute this Agreementby the following date 613OM12,the terms of this Agreement shal become null and void provided,that if Licensee executes this Agreement after such dale and CaStar countersigns this Agreement then this Agreement shell be valid and bmdvg on the parties The Person exacuting this Agreement on behalf of Licensee represents and warrants that he or she has been authorized to do so and that al,necessary actions required for the execution have been taken CoSor hereav provides notice that only an atinonzed officer of CoStar can eecule,his Agreement on behalf of Costar The panies hereby acknowledge that this Agreement may be executed and delivered by facsim to and such facsimile shall constitute a legal and binding allrcum art on the parties Costar Realty Information, Inc. Licensee By Signature Name Print Name Title Title Date Date Address 1331 L St NW Address 220 4th Ave S Address Washington,DC 20005-4101 Address Kent,WA 98032-5838 Fax# Contract Reviewer Contract Approver CoStar License Agreement 0,0 Additional Schedule of Services ^Wtonthl�'License Fees A , � Mef&e rz 1 (207607)City of Kent US Data Costar For Sale Professional--Al,Data Sub-Total Monthly Fee(To be Transferred to Paqe 1) $o o0 CoStar License Agreement A= Licensee City of Kent Location ID 207607 Address 220 4th Ave S CitylState/Ztp Kent,WA 98032-5838 Total Number ofAuthonzed Users at Site 4 = ;, I�SEhS FiT�ABOVE1 �;`=. — _ Contact Gilbert Title L e (253) 856-5700 Fax (253)856-6700 Key Token Needed? El Yes ✓ No mqilbert@��k�eptwa gov Contact Name Josh Hall Title Economic Specialist Phone (253) 856-5707 Fax (253) 856-6700 Email thafi@a kent wa us Key Token Needed? ❑Yes ✓ No Contact Name Kurt Hanson Title Economic Development Manager Phone (253)856-5700 Fax (253)856-6700 Email khanson@a kent wa us Key Token Needed'? ❑Yes ❑✓ No Contact Name. Title Phone Fax Email Key Token Needed? ❑Yes NO it f i I !I cfrq CoStar Terms and Conditions � � ' r ® r 1 License (a)This Agreement between Co Star and Licensee concerns one or more electronic databases developed and maintained by CoStar each consisting of(1)a proprietary database(the"Database")of commercial real estate information,Including but not limited to,the Information,text,photographic and other Images and data contained therein (collectively,the"Information")and the proprietary organization and structures for ca egohang,sorting and displaying such Information,and(2)related software(the"Software") Those portions of the Software and Database that are licensed hereunder,including any updates or modlfica rope thereto,and any information derived from the use of the Database, Including as a result or the verification of any portion of the Information by Licensee,are collect vely referred to herein as the"Licensed Product"(b)During the term of the Agreement,CcSUf hereby grants to to e)see a nonexclusive,nontmnsfarable license to use only those portions of the Licensed Product that are expressly Identified on the Subscription Form,subject to and in acco,dance with the terms of this Agreemem (c)The Licensed Product may be used by no more than the number of users set odn On the Subscnphon Form and,except as set forth below,only at the sue(s)specifically Identified nerein All of such users(the"Au(honzed Users')must be Individuals(i)employed by Licensee or an Exclusive Contractor of Licensee at a site Identified on the Subscription Form and(2)Included on CoStar's list of Authorized Sites&Users for the Licensed Product Licensee understands firm each broxerage,research,analyst,appraiser,underwriter,asset manager,sales or ether similar personnel at each licensed site must be an Authorized User and agrees to notdy Costar U lire lumber of such mcividuals at a site exceeds tie number of Authorized Users set forth 11 this Agreement An Exclusive Contractor'is defined as an mdivdual person working sole y for Licensee and not also for themselves or another company Min commercial real estate Irformation needs and pertommahg subs anually the same services for Licensee as an employee of Licensee (it)Licensee will ensue that access to and use of the Licensed Product,and the user names passwords and any Key TaKens(collectively, he"Passcodes")used to access the Licensed Product are available only to Authorized Users,and will not allow anyone otherthan an Authorized User spaces to the Licensed Product or Passcodes for any reason 2 Jse (a)Subject to the prohibitions set forth below,during the term of this Agreement,Licensee may use the Licensed Product for the following purposes in the ordinary course of its business (1)Licensee"s internal research purposes,(2)providing information regarding par'aular proper lea antl market trends to its clients and prospective dlenls,(3)to market properties,(4)support,ng its valuation,appraisal or counseling regarding a spec fic property,and(5)treat ng periodic general markct research reports for m-foe-a use or for clients" or prospective clients"use,provided that such reports do not contain budding-specific or tenant-specific Information and are not commercially or generally dis united Sumjecl to the provisions set forth below Licensee may print Information or copy Information into word processing,sip-eadsheet and presental on Frograms(Or other software Programs with the express written consent of CoStar),so long as Ue gavel Of Information being printed or copied is reasoraoly tailored for Licensee's purposes insubstantial and used n compliance with this Section (b)Except as set faith In Section 2(a),Licensee shall not distribute,disclose copy,reproduce,display,publish,theism t assign,sublicense transfer,provide access to,use or sell,dreary or irdrectly(including in eleetrome form),any portion of the Licensed Product or modify or create denvahve works of the Licensed Product (e)Nofwnhstandmg any other provision harem,Licensee she I not (1)upload,past or otherwise transmit any portion of the Licensed Product on,or provide access to any portion of the Licensed Product through,the Internet,any ball e,lh board system,any electronic netwcrk,any listing service or any other cata Slane arrangement not restricted exclusively to Licensee and the Authorized Users,except that(I)Licensee may e-mail a report containing Information that complies with this Section 2 to a limited number of its clients and prospective clients,and(u) Licensee may display solely on its own web site photographs from the Licensed Product that depict properties that Licensee owns,controls,represents or holds excuus ves,provided the'under no circumstances shall such photographs be posted on any wohsde that may compete with the Licensed Product„(2)use any portion of if Licensed Product to creole, directly or ind,mctly,any da abase or product,(3)access or use the Licensed Product if you are a direct or indirect competitor of Costar or provide any portion of the Licensed Product to any direct or Indirect competitor of Costar,(4)store,copy or export any portion of the Licensed Product Into any da,abase or other software program,except as set forth In Section 2(a) (5)moldy,merge,disassemble or reve-se engineer any portion of the Licensed Prcduct,(5)use,reproduce publish or compile any Information for the purpose of selling or licensing such Information or choking soon information publicly available,(7)use or distribute Information that has been verified or confirmed by Licensee for the purpose of developing or contributing to the development of any database,product or service,or(8)use any portion of the Licensed Product in a manner that would violate any U S, micurch ona' stale or coal law,regulation,rule or ordinance,including real estate practice,spam and privacy laws 3 Ownership Licensee acknowledges that CoStar and Its licensors have and shall retain exclusive ownership of all proprietary rights to the Licensed Product,Including all U S and international Intellectual property and other rights such as patents,trademarks,copyrights and trade secrets This its a license agreement and not an agreement for sale -rcensee shall have no right or Interest in any portion of the Licensed Product except the right to use the Licensed Product as set forth herein Licensee acknowledges that the Software, Database,Information and Licensed Product constitute tie valuable property and confidential copyrighted information of CoStar and its licensors icollechvely the"Proprietary Information") Licensee agrees to(a)comply with a'I copyright,trademark trade secret,patent,contract and otherlaws necessary to protect all rights in the Propnatary Information,(b) not challenge CoStar's and its licensor's ownership of(or the valid t)or enforceablhly of their rights in and to)the Proprietary Information,ane ph not remove,conceal,obliterate or circumvent any copyngn or other notice or license,use or copying technological measure Included in the Licensed Product Licensee shall be liable for any violation of the provisions OF this Agreement by any Authorized User aid by Licensees Drop oyees,Exclusive Contractors affiliates and agents and for any unautbonzed use of the Licensed Product by such persons bWhcut CcStar's consent Lice isee may not use or reproduce any trademark,service mark or trade name of CoStar 4 Tenn The term,of Chas Agreement shall begin on the date of signature by Costar,shall continue for the initial term specified on the Subscription Form(the"1ndial Term"),and shall axmre at the end of such Initial Term on the last day of the calendar month in which the Start Date occurred,unless earlier terminated pursuant to the terms hereof This Agreement shall confide thereafter for successive pcnods of one( )year(each such successive period being a"Rene,val Term")commencing on the last day of the Initial Term or any Renewal Term,unless at least sixty(61C)days prior to the last day of the initial Term or any Renews Term,either party has provided the other written notice of an intentnot to renew Licensee acknowledges that it rs responsible for payment of License Fees pursuant to paragraph 5 for the entire Renewal Term unless the Agreement is canceled in accordance with the force provisions of this paragraph The'Start Date"shad be,he date of dissemination by COS an of a Passcode for such Licensed Product to Licensee,provided that for existing customers wi h Passcodes,the"Stan Date"shall be the date of signatu e of this Agreement by CoStar 5 License Fees Licensee agrees to pay the License Fees and all other fees set forth in this Agreement,which are priced in U S dollars and shell be paid in U S dollars Licensee's obiication to pay such fees shall begin on the Start Date In addmon to any henry set forth herain,CoSlar may (a)on each anniversary of the last day of the calendar month in which the Start Date occurred,Increase the License Fees by a percentage equal to the parse Oage increase in tie Consumer Price Index for All Urban Consumers(CPI-U)for the previous twelve months and(b)at any time during a Renewal Te'n increase the License Fees or charge other fees for any portion of the Licensed Product or service povided by CoStar, provided,that if Licensee does not agree to the Inuease or charge implemented solely under this Section 5(b),then_licensee may g ve Costar written notice Of termination within sixty (60)days of CoSer'a notice of such increase or charge,in which case Licensee sha,l con Inue to pay the License Fees in place Lefore the proposed Increase or charge until the last day of the calendar month in which Licensee"s notice of termination Is delivered,and this Agreement shall terminate with respect to such portion of the Licensed Product on such data All fees shall be blitetl in advance in accordance with the billing cycle identified and are due net fifteen days All payments received after the due dale Will incur a late payment charge from such due date until paid at a rate equal to the lesser of 1 5%per mi a-the maximum rate permitted under applicable lave In all cases,'he amount of License Fees shall be paid by Licensee to Costar In full without ary right of set-off or deduction Costar may accept any payment without prejudice to its rights to recover the balance due orto pursue any other right or remedy No endorsement or statement on any check,payment,or e,sewhere will be construed as an accord orsaisfaction The License Fees do not include sales,use,excuse or any other taxes or fees now or hereafter Imposed by an)governmental authority with respect to the Licensed Products CoSer shall not be bound to use third party payment vendors,and any fees charged by such vendors shall be added to the License Fees payable hereunder At CoSlar's option,Licensee shall pay such taxes or fees directly or pay to CoStar any such taxes or fees immediately upon invoicing by CoSrar 6 Termination (a)Either party may terminate any portion of(his Agreement in the evert of(1)any breach of a material term of this Agreement by the other party which is not remedied within thirty(30)days after written notice to the broaching party,or(2'the other party"s making an assignment for the benefit of its creditors,orthe filing by or against such party of a petition underany bankruptcy or insolvency Paw,wh on Is not discharged w thin 30 days of such filing (b)CoSter may terminate any portion of this Agreement immediately without further Obligation to Licensee (1)upon COStar's reasonable suspicion of any violation by Licensee of any provision of Section 1,2,3,5,12 or 13 hereunder,or any material provision of any orlon agreement be,ween the parties,or(2)upon five(5)days written notice at any time in CoStar's sole discretion in which case CoSter shall refund any fees paid by Licensee to license the terminated portion of the Licensed Product after the effective date of such termination,and Licensee shall be released of its obligation to pay the associated License Fees due after the dale of such termination (c)Costar may Interrupt the provision of any pomon of the Licensed Product to Licensee upon CoSer'a reasonable suspicion of any violation by Licensee of any provision of Sect on 1,2,3,5,12 or 13 hereunder,or any material provisicn of any otheraereament between the parties,anc Licensee shall continue to be responsible for all License Pees,provided that Licensee shall not be responsible for license fees for an interrupted period If there was net an actual VIOhdlon Costar will restore the provision of the Licensed Product only if all amounts due hereunder are paid and if,in OoSter's reasonable opinion,CoStar has received satisfactory assurances as to the cessation of the violation (d)if the Initial Term or a Renewal Term of this Agreement Is des grated to last more than one(1)calendar year,notwithstanding anything to the contrary in Section 4 hereof,Licensee,may,on a one-time basis and upon written notice to Costar,terminate such Indial or Renewal Term effective one year from the date CoStar receives such wntten notice,provided that such one time termination nght an aif expire on July 1 2C 17 or upon Licensees exercise of its termination right under this subsection 6(d) (0)Upon Licensee's breach of any term of it Is Agreement,all License Fees and all other fees payable hereunder shall become immediately due and payable in full,and in addition to the foregoing,CoSmr's remedies shall Include any damages and relief available at law or in equity If CoStar retains any third party to obtain any remedy to which it is entitled under this Agreement,CoStar shal be entitled to recover ad costs,including attorney"s fees and collection agency commissions,Costar incurs 7 Post-Termination At termination or nonrenewal of this Agreement,Licensee may no longer use any portion of the Licensed Product in any manner Within fen(10)days after the effective dale of termination or non enewal Licensee will permanently delete or destroy all elements of the Licensed Product under its control and upon request from Costar,affirm the comple con of this process by execution and deivery to Costar of an affidavit to that effect reasonably satisfactory to Costar In addition,Costar may at Its sole expense audit Licensee's compliance with this provision and the terms of the Agreement,provided,the,such audt will occur under Licensee"s reasonable sir pervlslon and Licensee shall cooperate in the conduct of the acYL Initial He Lest Reveled May04,2012 8 Licensed Product During the term of this Agreement,Costar will provide updated Information to Licensee,which updates maybe provided through fie Internet or In such other manner as determined by CoStar Licensee is responsible for providing all hardware,software and equipment necessary to obtain and use Ina Licensed Product Licensee is responsible for all charges necessary teaccess the Licensed Product CoStar reserves the right to modify any part of the Licensed Product or the way the Licensed Product is accessed at any time,so long as such modiflcatio is do not significantly degrade the depth of Information provided to Licensee hereunder 9 Information Licensee shall use re a son abla efforts to keep Cc Star informed abou'commercial and investment space available for lease and/or sale and transaction Information Willi respect to properties that Licensee owns,controls,represents or holds exclusives Licensee hereby grants to CoStar an Irrevocable,non-exclusive license with respect to CoStar's and Its affiliates'databases to use modify,reproduce and sublicense with respecti to Comm a for aI real estate information available on Licensed"s web site Costar acknowledges that If Licensee provides CoSlarwlth any information or images,Licensee retains its rights to such information and images,even following termmahen of this Agreement 10 LIMITATION Oh LIABILITY(a)LICENSEE ACKNOWLEDGES THAT,TO THE MAXIMUM EXTENT PERMITTED BY LAW,COSTAR AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS,DIRECTORS,EMPLOYEES AND THIRD PARTY SUPPLIERS(COLLECTIVELY,THE'COSTAR PARTIES")WILL NOT BE HELD LIABLE FOR ANY LOSS,COST OR DAMAGE SUFFERED OR INCURRED BY LICENSEE OR ANY THIRD PARTY ARISING OUT OF OR RELATEDTO ANY FAULTS,INTERRUPTIONS OR DELAYS IN THE LICENSED PRODUCT,OUT OF ANY INACCURAC ES,ERRORS OR OMISSIONS IN THE INFORMATION CONTAINED IN THE LICENSED PRODUCT, REGARDLESS OF HOW SUCH FAULTS,INTERRUPTIONS,DELAYS,INACCURACIES,ERRORS OR OMISSIONS ARISE,OR FOR ANY UNAUTHORIZED USE OF THE LICENSED PRODUCT (b)THE COSTAR PARTIES"AGGREGATE,CUMULATIVE LIABILITY RELATING TO THIS AGREEMENT AND USE OF THE LICENSED PRODUCT SHALL BE LIMITED TO LICENSEE"S ACTUAL,RECOVERABLE DIRECT DAMAGES,IF ANY,WHICH IN NO EVENT SHALL EXCEEED THE TOTAL AMOUNT OF LICENSE FEES ACTUALLY PAID TO COSTAR UNDER THIS AGREEMENT DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE SUCH CLAIMAROSE RECOVERY OF THIS AMOUNT SHAL_BE LICENSEE"S SOLE AND EXCLUSIVE REMEDY to)UNDER NO C,RCUMSTANOES WILL ANY OF THE COSTAR PARTIES BE LIABLE FOR ANY INDIRECT,INCIDENTrL,PUNITIVE EXEMPLARY,SPECIAL OR CCNSEQUENT(A_DAMAGES,INCLUDING WITHOUT LIMITATION LOST PRCFITS, ARISING OUT OF,BASED ON,RESULTING FROM OR IN CONNECTION WITH THIS AGREEMENT OR ANY USE OF THE LICENSED PRODUCT,EVEN IF COSTAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES THE EXCLUSION OF DAMAGES IN THIS SECTION 10(c)IS INDEPENDENT OF LICENSEE"S EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAILS id)NO ACTION ARISING OUT OF OR PERTAINING TO THIS AGREEMENT MAY BE BROUGHT BY LICENSEE MORE THAN ONE(1)YEAR AFTER THE CAUSE OF ACTION HAS ARISEN (a)THE PROVISIONS OF THIS SECTION APPLY WITHCUT REGARD TO THE CAUSE OR FCRM OF ACTION,WHETHER THE DAMAGES ARE GROUNDED IN CONTRACT,TORT ORANY OTHER CAUSE OF ACTION 11 NO WARRANTIES AL,HOUGH COSTAR MAKES EFFORTS TO PROVIDE AN ACCURATE PRODUCT THE LICENSED PRODUCT AND ALL PARTS THEREOF ARE PROVIDED"AS IS","WITH ALL FAULTS",AND"AS AVAILABLE" THE COSTAR PARTIES MAKE NO'✓JARRANTIES THE COS—AR PARTIES DISCLAIM ANY AND ALL REPRESENTATIONS,WARRANTIES OR GUARANTEES OF ANY KIND,WHETHER EXPRESS,IMPLIED OR STATUTORY,INCLUDING WITHOJIT LIMITATION(1) MERCHANTABILITY,FITNESS FOR ORDINARY PURPOSES AND FITNESS FORA PARTICULAR PURPOSE,WORKMANLIKE EFFORT,QUIET ENJOYMENTAND NO ENCUMBRANCES OR LIENS,(2)THE QUALITY,ACCURACY,TIMELINESS OR COMPLETENESS OF THE LICENSED PRODUCT,(3)THOSE ARISING THROUGH COURSE OF DEALING,COURSE OF PERFORMANCE OR USAGE CF TRADE,(4)THE LICENSED PRODUCT CONFORMING TO ANY FUNCTION,DEMONSTRATION OR PROMISE BY ANY COSTAR PARTY,AND(5)THAT ACCESS TO OR USE OF THE LICENSED PRODUCT WILL BE UNINTERRUPTED,ERROR-FREE OR COMPLETELY SECURE 12 Assignment The parties"obligations hereunder are binding on their successors,legal representatives and assigns Licensee may not assign or transfer(by operation of law or chemise)this Agreement nor the license granted hereunder,in whole or in part,without the prior written consent of CoStaf 13 Passcodes,Key Tokens (a)Licensee will designate a person authorized to determine and change the level of each Authorized User's access to the Licensed Product and designated to ensure that Licensee complies with this Agreement No Aulhonzed User may access the Licensed Product using any Passcode other than the Passaddes assigned to such Authorized User No Anibal zed User may share his assigned Passcodes with any other person nor allow any other person to use or have access to his Passcc des DLeng the term of this Agreement,Licensee will promprty notify Costar of any Authorized User's change of employment or contractor status with Licenses,Including termination of an Authorized User s employment or contractual service with Licensee,and upon such termination Licensee shall des toy the Passcodes(or such Authorized User No Authorized User who ceases to bean employee or Independent Contractor of Licensee may use any Passcodes In any manner (b)Each Authorized User's access to the Licensed Product maybe limited to a designated computer,provided,that an Authorized User may email Costar Customer Support at support@costar coin to receive an electronic apparatus(a"Key Token')designed to enable such Authorized User to access the Licensed Product from multiple computers for$149 per Key Token(before tax) At Key Tokens licensed by Licensee shay constitute part of the Licensed Product If a Key Token has been lost,stolen or damaged,upon Licensee"s email request to Costar Customer Service for a replacement Key Token,Costar shall deliver Licensee a replacement Key Token and Licensee shall pay CoSer$149(before tax)for each such replacement Key Token,provided,that Costar will replace a Key Token if it malfunctions through normal usage(due to no fault of the Licensee)free of charge dudng the Initial Term I 14 Notices All notices given thereunderwill be in whiting,delivered personally or mailed by registered or certified mail,return receipt requested,or delivered by a wed-recognized overnight U S or international tamer If such notice is being delivered to L ceirsee,such not ce,shall be delivered to Licensee"s address specified on the Subsc ipLon Form or to such other address as Licensee may specify,and if being delVered to COSlar,delivered to the address set forth on the Subscription Form,Attention Director of Sales Administra,ion,or to such other address as CoSlar may specify All helices will be deemed given if delivered personally,on Ilia day of delivery If madad by registered or certified mad,,hree days after the date of mailing,d delivered by overnight U S mad ore day after mailing,and if delivered by overnight international mall,four days after mailing Licensee agrees that Costar may Include notices on invoices sent to Licensee by regular mail 15 Force Majecre None of the Costar Parties small have any liability for any damages resulting from any failure to perform any obligation hereunder or from any delay in the performance thereo due to causes beyond CoSlar's control,including industrial disputes,acts of God or government public enemy,war,fire,other casualty,failure of any link or connection whether by computer or otherwise,or failure of technology or telecommdnereor s or other method or medmm of storing or transmitting the Licensed Product 10 User lnfdrmalion Licensee acknowledges that if it creates any settings,surveys,fields or functions Iq the Licensed Product or mp.fts,adds o-exports any data Into or from the Licensed Product(collectively,the"User Data"),none of the Costar Parties shall have any liabitiy or responsibility for any of such User Data, nolucing the loss,destruction or use by third parties of such User Data Documents posted by Licensee to the cl ant extranel component of Licensee"s designated CoStar Connect web site shall consttute Licensee Content (as defined m the Costar Connect agreement)and User Data Licensee acknowledges that it is Licensee"s responsibility to make back-up copies of such User Data Far each licensed site,Licensea is allotted an aggregate amount of 100 megabytes of storage space in any Costar Property Professional Licensed Product per Authorized User located at that site 17 Choice of Law,Jurisdiction,Right to Elect Arbitration This Agreement shall oe construed under the laws of the District of Columbia without regard to choice of law principles CoStor irrevocably consents to the exclusive jurisdiction of the federal and state courts located in the District of Columbia for the purpose of any action brought against CoStar in connection with Tis Agreement or use of the Licensed Product Licensee Revocably consents to the Jurisdiction and venue of the federal and state courts located in the District of Columbia,or In any Slate where Licensee"s Authorized Users are located,for pu poses of any ac ion brought against Licensee in connection with this Agreement or use of the Licensed Product Should CoStar file or threaten to file a judicial action against Licensee alleging violation of CoStar's intellectual property rights or violation of Section 2 of this Agreement Licensee may e'ecl to resolve CoStar"s claims through bind rig arbitration to be governed by the Commercial Arbitration Rules of the American Arbitration Association and to be held In the District of Columbia pursuant to the laws of the Distnct of Columbia Such right must be Invoked within twenty(20)days of CoSlar's fling of or Ihreatto file a judicial action Provided,however,that nothing in this paragraph shall be construed to prohfbn or pram ant CoStar from requesting any legal or equitable relief or remedy of any kind in an action commenced in stale or federal court or in any arbdra,on proceeding 18 Miscellaneous This Agreement contains the entire understanding of the parties with respect to the Licensed Product and supersedes any prior oral or written statements by Licensee,CoStar,or their respective representatives and documents with respect to such subject natter,provided,that this Agreement does not supersede any otherwntlen license agreement between the parties unless expressly provided herein Licensee agrees to keep the terms of this Agreement strictly confidential This Agreement may not be amended, modified or superseded,nor may any of its terms or conditions be waived,unless expressly agreed to in writing by all parties If any provismn of this Agreement not being of a fundamental nature is held to be invalid,illegal or unenforceable,the validity,legality and enforceability of the remainder of the Agreement will not be affected If a provision is held to be invalid,illegal or otherwise unenforceable,it shall be deemed to be replaced with an enforceable provision that retains the intent and benefits of the anginal provision Licensee acknowledges that in the event of a breach of any of these terms by Licensee,CoStar may suffer irreparable harm and shall be entitled to injunctive relief(without the necessity of posting a bond)as well as of other monetary remedies available at,aw or n equity The failure of any party at any time to require full performance of any provision hereof will in ro manner affect the right of such party at a later time to enforce the same Headings are for reference only The provisions of Sections 2(b),2(c),3,5,8(e),7,and 10 through 18 hereof will survive no r at or ermination of this Agreement Initial He Last Ravicid.May D4,2012