ClarityFirst^® END USER LICENSE AGREEMENT

WELCOME TO ClarityFirst^®

CALIFORNIA PRIVACY NOTICE: When you download and use our application, Licensor (as defined below) may collect and use your personal information. To learn more about the categories of your personal information Licensor may collect and use, please visit www.FirstAm.com/AppNotice. To learn more about Licensor's privacy practices overall, please visit Licensor's privacy policy at www.FirstAm.com/Privacy-Policy.

By accepting this End User License Agreement ("EULA") and creating a ClarityFirst^® user account, You (the "User" or "Licensee") agree to be bound by its terms and conditions for use of the Licensed Product, as defined herein. If you do not agree to the terms and conditions of this EULA, please close your browser window, and do not install or use the Licensed Product.

WHEREAS, First American Title Insurance Company ("Licensor") owns and provides a software program and mobile application commercially referred to as ClarityFirst^®, which includes associated software components, media, and online or electronic documentation (further collectively defined as the "Licensed Product" below), for its authorized Customer end users to review and perform functions related to the production of title and settlement services; and

WHEREAS, Licensor provides access to and use of the Licensed Product through its proprietary applications software system, and delivery of the Licensed Product by Licensor shall be transacted electronically, with Licensor providing passwords, names, credentials or software keys as may be necessary for the proper use of the Licensed Product; and

WHEREAS, Licensee seeks to access and use the Licensed Product provided by Licensor and Licensor wishes to license the Licensed Product to Licensee; and

NOW, THEREFORE, in consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, the Parties, intending to be legally bound, hereby agree as follows:

1. DEFINITIONS. All capitalized terms, in the plural and in all tenses, shall have the meaning set forth in this paragraph and elsewhere in this EULA:

a. "Confidential Information" shall mean all oral or written information relating to each Party or other parties to a given transaction, its pricing, transactions, products, non-public personal information, customer information, planning, strategies, ideas, know-how, technical information, customers, suppliers, sales estimates, business, business plans, customer or client lists, databases, computer code, and any other information of the business or affairs of each Party, including this EULA and its subject matter, together with any summaries, declarations, extracts, analyses, compilations, studies or other documents or records which contain, reflect or are generated from such information, which are valuable assets of the Party or other parties to a given transaction owning the same.

b. "Documentation" shall mean standard, generally issued materials and documents relating to the use of the Licensed Product and shall include any user, operating or installation manuals or guides and other printed or electronically stored or displayed materials relating to the use and operation of the Licensed Product that the Licensor has provided to Licensee or that the Licensor elects to create and make available to Licensee.

c. "Intellectual Property" shall mean: (i) all domestic and foreign issued patents, reissued or reexamined patents, revivals of patents, utility models, certificates of invention, registrations of patents and extensions thereof, regardless of country or formal name; (ii) all domestic and foreign published or unpublished non-provisional and provisional patent applications, reexamination proceedings, reissue applications, continuations, divisionals, and continuations-in-part; (iii) all domestic and foreign copyrights and works of authorship, including all rights of authorship, use, publication, reproduction, distribution, performance transformation, moral rights and rights of ownership of copyrightable works, and all copyright registrations, applications for registration, and all rights to register and obtain renewals and extensions of registrations, together with all other interests accruing by reason of international copyright conventions; (iv) all domestic and foreign trademarks, registered trademarks, applications for registration of trademarks, service marks, registered service marks, applications for registration of service marks, trade names, registered trade names and applications for registrations of trade names and all goodwill associated therewith, and domain names and domain name registrations; (v) all domestic and foreign technology, ideas, inventions, designs, proprietary information, manufacturing and operating specifications, know-how, formulae, trade secrets, technical data, other data, databases, statistical models, source codes, customer lists, schematics, algorithms, computer programs, hardware, software and processes; and (vi) all other intellectual or intangible assets, properties and rights (whether or not appropriate steps have been taken to protect, under applicable law, such other intellectual or intangible assets, properties or rights).

d. "Licensed Product" shall include the ClarityFirst^® platform or mobile application, software, products or services provided through the ClarityFirst^® platform or mobile application, any successor system or software as designated in writing by the Licensor, 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 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 the Licensor or delivered by the Licensor via any storage media, together with all material generated optically, electronically, digitally or by any other means from the same, including any reproductions thereof. Any reference in this EULA to the Licensed Product shall be to each individual item and also to the Licensed Product taken as a whole.

e. "Licensor Confidential Information" shall mean all Confidential Information of the Licensor, including the Licensed Product (including all hardware and software components, and particularly the source code for the Licensed Product), certain components of the Documentation (which are marked as "proprietary" or "confidential"), and all other proprietary or confidential information of Licensor relating to any of the foregoing, all of which constitute confidential trade secrets that are the sole property of Licensor. Licensor Confidential Information shall include, with respect to the Licensed Product, each invention, discovery, development, improvement, system, design, screen display, report, manual, program, code, listing, information, software, database, specification, routine, and any other form of Intellectual Property, whether or not protected or protectable by applicable copyright or other laws, embodied in or otherwise obtained using the Licensed Product.

f. "Parties" shall mean Licensee and the Licensor, and "Party" shall mean either Licensee or the Licensor.

2. GRANT OF LICENSE. Licensor hereby grants to Licensee during the Term a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to use the Licensed Product in the United States in machine-readable form only and the Documentation (the "License") as specifically set forth herein for use solely in connection with Licensee's business as applicable to the Licensed Product (the "Use"). The License granted by the Licensor to Licensee hereunder is conditioned upon Licensee's compliance with the terms and conditions of this EULA and authorization from Licensee's employer or such lending institution that controls Licensee's use hereunder. Licensee shall protect the Licensed Product from any use that is prohibited by this EULA, the Real Estate Settlement Procedures Act of 1974 (as amended and interpreted by applicable regulations), and all applicable international, federal and state laws and regulations, where applicable.

3. USE OF CONTENTS. Licensee hereby represents and warrants that any content that Licensee uploads to the Site or content that Licensee uses 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 EULA 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 Licensee may upload to the Site or use in connection with Licensee's use of the Software and/or the Licensed Products. Licensee agrees 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 EULA or Licensee's use of the Site, the Software or the Licensed Products in a manner that is inconsistent with either this EULA, applicable law, the documentation or information accompanying the Software or the documentation or information made available on the Site.

4. LIMITATIONS OF LICENSE USE. Licensee shall not do, attempt to do, nor permit any other person to do, any of the following:

1. use any Licensor Confidential Information, the Licensed Product or Documentation for any purpose, at any location or in any manner not specifically authorized by this EULA;
2. create, recreate or attempt to discover or obtain the source code for the Licensed Product;
3. create derivative works from the Licensed Product, or combine or merge any part of the Licensed Product or Documentation with or into any other materials, software or documentation;
4. distribute or sell any information, software, products or services obtained as a result of using the Licensed Product hereunder, except as specifically provided for herein and as is allowable by law;
5. modify, manipulate, distort, amend, misrepresent, reengineer, reverse engineer, translate, disassemble, decompile or otherwise alter in any way or form any part of the Licensed Product;
6. duplicate, publish, display, transmit, distribute, perform, make or retain any copy, or use in any way any Licensor Confidential Information or any part of the Licensed Product or the Documentation, except as provided for in this EULA;
7. modify or remove any patent, copyright, trademark, watermark or other proprietary notice from any place where it appears on the Licensed Product or the Documentation, or fail to preserve any such notice in any copy of the same made by Licensee;
8. Use any Licensor Confidential Information, any part of the Licensed Product or the Documentation as part of a trademark, service mark, domain name, trade name or logo;
9. refer to or otherwise use any Licensor Confidential Information, the Licensed Product or Documentation as part of any effort to develop a program or service having any functional attributes, visual expressions or other features similar to those of the Licensor Confidential Information, the Licensed Product or Documentation, or to otherwise compete with the Licensor;
10. sublicense, convey, assign, sell, give or otherwise transfer any rights to the Licensor Confidential Information, the Licensed Product, or the Documentation, alone or as part of any product, except as may be provided herein;
11. use the Licensed Product on any network computer not authorized by the Licensor, unless the Licensor otherwise expressly consents to such use in writing;
12. use the Licensed Product on a re-seller, time-sharing, or shared platform basis;
13. use the Licensed Product in a pornographic, defamatory or otherwise unlawful manner, whether directly, indirectly or in juxtaposition with a specific subject matter;
14. use the Licensed Product in any way that infringes Licensor's or any third party's copyright, patent, trademark, trade secret or other Intellectual Property rights or rights of publicity or privacy; and
15. use the Licensed Product in any way that violates any law, statute, ordinance or regulation.

5. OWNERSHIP OF THE LICENSED PRODUCT. Licensee acknowledges and agrees that the Licensor retains all right, title and interest in and to the Licensor Confidential Information, the Licensed Product and the Documentation, including all copyrights, patents, trademarks, trade secrets and all other Intellectual Property rights in the same. No rights in or to the Licensor Confidential Information, the Licensed Product or the Documentation are granted to Licensee except the limited license specifically granted in this EULA. Licensee acknowledges that it shall not acquire any copyright ownership or other similar right, or any other ownership or Intellectual Property rights in or to the Licensor Confidential Information, the Licensed Product, the Documentation or other property owned by the Licensor as a result of this EULA. 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 EULA are strictly prohibited.

6. WARRANTY, DISCLAIMER AND RELEASE. THE LICENSOR MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION CONTAINED IN THE LICENSED PRODUCT OR THE DOCUMENTATION. THE LICENSED PRODUCT AND THE DOCUMENTATION ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. THE LICENSOR HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, ORAL OR WRITTEN, WITH REGARD TO THIS INFORMATION AND THE LICENSED PRODUCT AND THE DOCUMENTATION, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DESIGN, TITLE, NON-INFRINGEMENT, SECURITY, AVAILABILITY, ACCURACY, SYSTEMS INTEGRATION OR WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE IN TRADE OR OTHERWISE. IN NO EVENT SHALL THE LICENSOR OR ITS AFFILIATES BE LIABLE TO LICENSEE OR ANY OTHER PERSON FOR ANY DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY DAMAGES WHATSOEVER, AS A RESULT OF ANY USER OR OTHER PERSON RELYING ON THE LICENSED PRODUCT OR THE DOCUMENTATION, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE LICENSED PRODUCT OR THE DOCUMENTATION HEREUNDER, RELATED TO THE PERFORMANCE OR FAILURE TO PERFORM ANY OBLIGATION UNDER THIS EULA, INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OF SITE ITSELF OR OF LICENSEE'S BUSINESS, WHETHER ASSERTED ON THE BASIS OF TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE AND WHETHER FORESEEABLE OR NOT, EVEN IF LICENSOR OR ITS AFFILIATES HAVE BEEN ADVISED OF OR WERE AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. THE LICENSED PRODUCT AND THE DOCUMENTATION MAY INCLUDE ERRORS OF PUBLICATION, TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND NEITHER THE LICENSOR NOR ANY OF ITS EMPLOYEES WARRANT THAT THE LICENSED PRODUCT OR THE DOCUMENTATION WILL BE INTERRUPTION OR ERROR FREE. ADDITIONALLY, CHANGES MAY BE PERIODICALLY ADDED TO THE LICENSED PRODUCT AND THE DOCUMENTATION AT ANY TIME, AND LIMITS ON THE USE OF THE LICENSED PRODUCT AND THE DOCUMENTATION MAY BE IMPOSED IN ANY CASE AND WITHOUT NOTICE OR LIABILITY. LICENSEE ACKNOWLEDGES THAT AVAILABILITY OF THE LICENSED PRODUCT AND THE DOCUMENTATION IS SUBJECT TO NORMAL SYSTEM DOWNTIME AND THAT THE LICENSOR IS NOT RESPONSIBLE FOR DELAYS OR INABILITY TO ACCESS SERVICES CAUSED BY NORMAL SYSTEM DOWNTIME OR BY COMMUNICATION PROBLEMS.

LICENSEE AGREES TO TAKE FULL RESPONSIBILITY FOR ANY AND ALL LIABILITY ARISING FROM THE PREPARATION OF DOCUMENTS POPULATED OR OTHERWISE PROCESSED BY LICENSEE USING THE LICENSED PRODUCT PROVIDED UNDER THIS AGREEMENT. LICENSEE'S AGREEMENT OR VERIFICATION OF THE FUNDING AMOUNT DOES NOT CONSTITUTE A RELEASE TO RECORD THE DOCUMENTS.

7. TERM; TERMINATION. The term of this EULA will commence upon User's Acceptance (by User clicking "I Accept") by Licensee and continue in perpetuity, unless sooner terminated pursuant to the terms hereof (the "Term"). Notwithstanding the foregoing, upon written notice to Licensee, the Licensor may immediately terminate this EULA and the License if Licensee fails to comply with any of the terms of this EULA or revocation of authorization from Licensee's employer or lender controlling Licensee's access. The Licensor may also terminate this EULA for any reason whatsoever, in its sole discretion, by giving Licensee thirty (30) days advance notice. This EULA, and the License, shall automatically terminate upon the termination or expiration of the License Agreement between Licensor and Licensee for any reason. Upon any termination of this EULA, the License shall simultaneously terminate, and Licensee shall promptly (within five (5) days) return or destroy any Licensor Confidential Information, the Licensed Product furnished by the Licensor and any related Documentation. The Licensor shall certify in writing to the Licensor that all copies of Licensor Confidential Information, the Licensed Product and related Documentation have been returned or destroyed.

8. COPYRIGHTED AND TRADEMARKED MATERIAL. The Licensor owns, or is licensed to use, certain trademarks, trade names, logos, service marks, and other indicia of origin, including, but not limited to, ClarityFirst^®, First American®, the Eagle Logo® and Firstam.com® (the "Licensor Marks"). Any use of the Licensor Marks requires prior written approval of the Licensor. Licensee shall not use the Licensor Marks in any advertising or promotional material. Licensee shall not remove, alter or obscure any trademark or proprietary notices contained in the Licensed Product or other materials provided by the Licensor, and to the extent any Licensor Marks appear in the Licensed Product or the Documentation, Licensee shall have a limited license to use such trademarks in accordance with the terms and conditions of this Agreement and solely as they appear in the Licensed Product. Licensee acknowledges that Licensor is the owner of the Licensor Marks, and that all goodwill arising out of any use of the Licensor Marks shall inure to the benefit of the Licensor. Except as expressly granted herein, Licensor reserves all rights in and to the Licensor Marks and Licensee is not granted any rights to use the Licensor Marks in any manner.

9. MAINTENANCE AND SUPPORT. During the Term, the Licensor shall provide reasonable maintenance services including the following:

1. Error Correction. Provided that Licensee promptly notifies the Licensor of any errors found in the Licensed Product, the Licensor shall use commercially reasonable efforts to repair, on a priority basis, any errors which halt the operation of the Licensed Product. The Licensor shall respond to requests from Licensee for correction of other errors in a manner and time frame which are reasonably responsive, in Licensor's sole discretion, considering the nature and severity of the error.
2. Upgrades. The Licensor may provide upgrades, in the Licensor's sole discretion, to enhance the Licensed Product. Such upgrades may include changes in programming languages, rules of operation and screen or report format. The Licensor shall be solely responsible for the installation of upgrades, and Licensee shall provide reasonable assistance as requested by the Licensor. Licensee acknowledges that upgrades may result in changes in the form, timing or other features of online services, reports and other aspects of the Licensed Product provided under this EULA. In the event such upgrades necessitate that Licensee purchase new or additional hardware, Licensee shall be provided advance notice and shall be responsible for purchasing such new or additional hardware at its own cost and expense and in an expedited manner.
3. Obligation to Notify the Licensor. Licensee agrees to notify the Licensor promptly following the discovery by Licensee of any error in the Licensed Product. Further, upon discovery of an error, Licensee agrees, if requested by the Licensor, to submit to the Licensor a listing of output and any other data that the Licensor may require in order to reproduce the error and the operating conditions under which the error occurred or was discovered.

10. CONFIDENTIAL INFORMATION. Each Party shall:

1. hold all Confidential Information in strictest confidence for the benefit of the Party owning the same and use reasonable efforts to prevent the inadvertent or unauthorized disclosure, publication of dissemination of any Confidential Information;
2. use Confidential Information only as expressly permitted herein for the sole purpose of performing its obligations under this EULA;
3. absent prior express written consent of the other Party permitting otherwise, disclose Confidential Information only to (i) its employees and in-house and outside legal counsel who require the information in connection with that Party's performance under this EULA, and (ii) consultants (who have been approved in advance in writing by the Party owning the Confidential Information to be disclosed) engaged in assisting the disclosing Party in performing this EULA;
4. not copy or reproduce, or permit to be copied or reproduced, any Confidential Information in any media or by any means, except as necessary for performing the EULA and permitted by this EULA; and
5. forthwith at the end of the Term, return, or destroy and certify to the destruction of, any documents and other materials, by whomsoever created, embodying or which resulted from the use of, any Confidential Information of the other Party.

11. INDEMNIFICATION. Licensee agrees to defend, indemnify and hold harmless the Licensor, its affiliates, and their respective subsidiaries, shareholders, officers, directors, employees, consultants, agents, co-branders or other partners, from and against any claims, actions, liabilities, damages, costs and expenses, including, without limitation, reasonable attorneys' fees (both at trial and appellate levels) and expert witness fees, which it or they may sustain, incur or become liable for by reason of any actual or threatened claim, regardless of its merits, arising out of or relating to Licensee's use of any part of the Licensed Product or the Documentation under this EULA, or any violation of any of Licensee's obligations as set forth in this EULA.

12. COMPLIANCE WITH LAWS; UNAUTHORIZED ACCESS. As a condition of Licensee's use of the Licensed Product, Licensee shall not use any part of the Licensed Product for any purpose that is unlawful or prohibited by the terms and conditions of this EULA. Licensee shall not attempt to gain unauthorized access to the Licensed Product through hacking, password mining or any other means. Licensee may not obtain or attempt to obtain any of the Licensed Product through any means not intentionally made available to Licensee.

13. PRIVACY. Licensee shall be solely responsible for compliance with all applicable international, federal, state and local laws and regulations in the performance of its obligations and use of the Licensed Product hereunder, including all applicable privacy and data protection and security laws and regulations. Licensee understands and acknowledges that Licensee's use of the Licensed Product is also subject to the terms and conditions of the Licensor's Privacy Policy, which is available on the Licensor's website located at https://www.firstam.com/title/about/privacy-information.html. For the avoidance of doubt, Licensee hereby consents to the collection and storage of documents by Licensor related to the Licensed Products, and use by the Licensor of statistical and aggregated data concerning the use of the Licensed Product. Licensee in using the Licensed Product understands and accepts that it has no expectation of privacy other than as may be set forth herein.

14. ASSIGNMENT. Licensee shall have no right to assign, sublicense, pledge or transfer any of its rights or obligations under this EULA, whether voluntary or by operation of law, without the express prior written consent of the Licensor. Any attempted assignment, sub-license, pledge or transfer shall be null and void. However, this EULA will inure to the benefit of the Licensor's successors, assigns and licensees.

15. ENTIRE AGREEMENT; SEVERABILITY. Your use of the Licensed Product and Documentation hereunder is subject to authorization and your continued employment with your employer, which, together with this EULA, constitute the entire agreement between the Licensor and Licensee with respect to use of the Licensed Product. Licensor reserves the right to modify the terms of this EULA at any time, effective upon posting an updated version of this EULA on the Licensor's website located at ClarityFirst and notifying Licensee of such posting. You are responsible for regularly reviewing this EULA, and continued use of the Licensed Product shall constitute your consent to such changes. In the event any one or more of the provisions of this EULA shall for any reason be held to be invalid, void, illegal, or unenforceable by any court, arbitrator, or governmental agency, the remaining provisions of this EULA shall remain in full force and effect, and the invalid, void, illegal, and/or unenforceable provision(s) shall survive to the extent not so held. To the extent reasonably possible and practicable, the invalid, void, illegal, or unenforceable provision(s) shall be replaced by a mutually acceptable valid, legal, and enforceable provision(s) which best reflects the intentions underlying the replaced invalid, void, illegal, or unenforceable provision(s).

16. CAPTIONS. Captions of the paragraphs and/or headings contained in this EULA are for reference purposes only and shall not be deemed to have any substantive effect.

17. NON-WAIVER. The failure of the Licensor to enforce any provision of this EULA shall not be construed as a waiver or forfeiture of any of its rights under this EULA, nor shall a waiver of any provision of this EULA by the Licensor with respect to a particular act or obligation later be construed to be a waiver of that same provision.

18. CHOICE OF LAW. This EULA shall be governed by and construed in accordance with the laws of the State of California, without regard to principles of conflict of laws. The Parties consent and submit to the exclusive jurisdiction of the courts located in the State of California, both state and federal, in connection with any controversy arising out of this EULA or its subject matter, and hereby waive any objection they may have in such action based on lack of personal jurisdiction, improper venue or inconvenient forum.

19. NOTICES. Each notice, demand, request or other communication given under this EULA shall be in writing, or via email to Licensee, and delivered by personal delivery or by registered or certified United States mail, return receipt requested, postage prepaid, to: (a) Licensor at the address set forth in the preamble of this EULA, addressed to General Counsel, and (b) to Licensee at either Licensee's email address or the address of record of Licensee's employer, as set forth in any underlying License Agreements. Any such notice, demand, request or other communication sent by registered or certified mail shall be deemed effective three (3) working days after the official postmark date of the United States Postal Service.