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YOU MUST READ AND AGREE TO THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT BEFORE ACCESSING THE SITE
Welcome To PRISM®
CALIFORNIA PRIVACY NOTICE: When you download and use our application, First American may collect and use your personal information. To learn more about the categories of your personal information First American may collect and use, please visit www.FirstAm.com/AppNotice. To learn more about First American’s privacy practices overall, please visit First American’s privacy policy at www.FirstAm.com/Privacy-Policy.
This PRISM End User License Agreement (“EULA”) is entered into between First American Title Insurance Company ("First American"), and Licensee (collectively, the “Parties,” or individually a “Party”). This EULA is effective as of Effective Date. The Licensee has elected to use First American’s PRISM® brand Internet website (as further defined below, the “Site”). Before the Licensee 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 (each as defined below), the Licensee must carefully, review, and agree to the terms and conditions set forth below.
THIS EULA IS A LEGALLY BINDING AGREEMENT BETWEEN FIRST AMERICAN AND THE LICENSEE CONCERNING THE SITE. CLICKING OF THE “I ACCEPT” BUTTON BELOW CONSTITUTES THE LICENSEE’S REPRESENTATION TO FIRST AMERICAN THAT THE LICENSEE IS AT LEAST 18 YEARS OLD, THE LICENSEE’S AGREEMENT WITH AND ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS EULA AND THE LICENSEE’S AGREEMENT TO BE BOUND BY SAID TERMS AND CONDITIONS, INCLUDING THE PRODUCT LIABILITY LIMITATIONS, ALONG WITH THE PRICING AND BILLING INFORMATION CONTAINED HEREIN OR CONTAINED IN A SERVICE ORDER OR RELATED ORDERING DOCUMENT OR PRICE QUOTE, IF APPLICABLE. IF THE LICENSEE IS NOT AT LEAST 18 YEARS OLD OR DOES NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS IN THIS EULA, THE LICENSEE SHOULD NOT USE THE SITE AND MUST CLICK THE “I DECLINE” BUTTON BELOW. BY DOING SO, THE LICENSEE WILL NOT BE AUTHORIZED TO ENTER OR USE THE SITE.
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 to the following terms and conditions:
All capitalized terms, in the plural and in all tenses, shall have the meaning set forth in this paragraph and elsewhere in this EULA:
Provided that Licensee complies with all the terms and conditions of this EULA, and, with regard to First American Agents only, the Agency Agreement, First American agrees to provide Licensee with access to the Site in accordance with and subject to the terms of this EULA. Licensee acknowledges and agrees that First American governs the terms of all access to and use of the Site (including any upgrades, modifications, or updates thereto) and all products, services, and materials contained therein that are delivered by means of the Site or through First American’s AgentNet proprietary software, and all third-party products and information that may be included therein. First American reserves the right to revise or alter the Site at any time, in its sole discretion and to cease offering the Site and/or individual Licensed Products.
The term of this EULA will commence upon Licensee’s acceptance (by clicking “I Accept”) and continue in perpetuity, unless sooner terminated pursuant to the terms hereof (the “Term”). Notwithstanding the foregoing, upon written notice to Licensee, First American may immediately terminate this EULA, and terminate Licensee’s access to and use of the Site if (i) First American ceases to offer the Site, (ii) Licensee fails to comply with any of the terms of this EULA or (iii) upon revocation of authorization from Licensee’s employer controlling Licensee’s access First American may also terminate this EULA, for any reason whatsoever, in its sole discretion, by giving Licensee thirty (30) days advance notice.
Upon termination of this EULA, the License (as defined below) shall terminate in regard to the Site and Licensee shall promptly (within five (5) days) return or destroy all Confidential Information and the Software. Licensee shall certify in writing to First American that all copies of the same have been returned or destroyed except as necessary for Licensee to comply with Licensee’s regulatory and document retention requirements. Any such retained Licensed Products shall be accessed and utilized solely in connection with Licensee’s compliance with regulatory and document retention purposes, and shall remain subject to the terms and conditions set forth herein.
Subject to the terms and conditions of this EULA, and provided that Licensee has paid all applicable fees to First American for the use of the Site, and that Licensee has not breached the provisions of this EULA or any other agreement between Licensee and First American, First American grants to Licensee during the Term and within the United States a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to: (a) access the Site solely for performing Licensee’s internal business purposes related to real estate closings; (c) use the Software, in object code format only and excluding source code, solely for Licensee’s business use in connection with the generation of the Licensed Products; and (d) access the Licensed Products, solely for the purposes and subject to the terms set forth herein.
The license granted by First American to Licensee hereunder (the “License”) is conditioned upon Licensee’s compliance with the terms and conditions of this EULA, and authorization from Licensee’s employer that controls Licensee’s use hereunder (if applicable). All titles, patents, trademarks, copyrights, and other proprietary notices of First American must be reproduced on copies of the Licensed Products permitted or used hereunder by Licensee. Any alteration, deletion, modification, or change of any kind to the titles, patents, trademarks, copyrights, or other proprietary notices by the Licensee is strictly prohibited and constitutes a violation of First American’s rights and a breach of this EULA. Unauthorized use of the Licensed Product can result in civil damages and criminal penalties.
First American makes no representations to the Licensee regarding the method of distribution of the Licensed Products to its End User or any regulatory compliance issues related thereto. Licensee is solely responsible for compliance with all state and federal laws that govern the distribution of Licensed Products (including, but not limited to property reports and farming reports) to its End User.
Licensee grants First American the right to use data provided by the Licensee for the functioning of the PRISM service for Licensee’s transactions.
Licensee acknowledges and agrees that Licensee’s use and access of the Site may be logged and monitored. Licensee shall have no expectation of privacy in using the Site. Licensee agrees to use the Site in a manner consistent with any and all applicable laws, rules and regulations as well as the terms and conditions set forth in this EULA, on the Site, or in the documentation accompanying and/or contained within the Site. Licensee shall not disassemble, create models, analytics, or derivative works of, decompile, manipulate, or reverse engineer the Site, and Licensee shall take all necessary steps to prevent any of Licensee’s authorized users, customers, or any third party from doing the same. Licensee is not permitted to resell any information contained on the Site, nor may Licensee use the Site to create, enhance, or structure any database for resale or distribution, provided Licensee may make the Site available for use by its authorized customers. Licensee shall not use the Site in any way that infringes or misappropriates First American or any third-party owner’s copyright, patent, trademark, trade secret, or other intellectual property or proprietary rights or rights of publicity or privacy. Licensee will 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 the Site.
Licensee shall only access and use the Site on a restricted basis, as authorized in this EULA, either by using a password assigned by First American, through First American’s AgentNet proprietary software, or other security mechanism to prevent unauthorized access. Sharing of user access except with End Users is prohibited and any automation of accessing information is strictly prohibited unless expressly authorized in writing by First American. It is the sole responsibility of Licensee to maintain the confidentiality of all assigned usernames and passwords, and Licensee shall be responsible for all charges relating to the use of said usernames and passwords whether or not authorized by Licensee. Licensee may in the course of using the Site indicate that other participants in Licensee’s proposed transaction are interested in using the Site, and Licensee may provide information (e.g., e-mail addresses, addresses, and names) to First American regarding such parties. However, such parties may not utilize the Site until such parties are authorized by First American and expressly agree to the terms of this EULA. Licensee shall notify First American in writing of all changes, deletions, or additions to the identity of persons assigned usernames within ten (10) days.
Licensee may not under any circumstances modify, copy, distribute, republish, or download any of the material or First American Content (as defined below) on the Site without First American’s prior consent in writing. Licensee shall be liable to, and agrees to indemnify, defend, and hold First American 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.
In no event is Licensee permitted to reproduce or store internally in a database or otherwise, the Site in its entirety, nor is Licensee permitted to reproduce or store internally substantial amounts of material and information contained in the Site. Storage of any material and information obtained from the Site is to be limited to a reasonable period, unless specifically required otherwise by federal, state, or local laws. No copying, redistribution, or use of the Site, any portion thereof, nor any material contained therein is permitted for external purposes inconsistent with the permitted purposes hereunder.
In no event shall Licensee use the Site for illegal purposes or in any manner that is defamatory, libelous, unlawfully threatening or unlawfully harassing, or otherwise violates any federal, state, or local statute, law or regulation, for debt collection, skip tracing, or electronic telephone directory assistance. Licensee shall not use the Site: (i) as a factor in establishing an individual’s eligibility for credit, insurance, or employment, other than underwriting a policy of title insurance and, as permitted by law, for purposes of underwriting any other insurance product; (ii) in connection with a determination of an individual’s eligibility for a license or other benefit granted by a governmental authority; or (iii) in a way that would cause the same to constitute a “consumer report” under, or in connection with any impermissible purpose as defined by, the Fair Credit Reporting Act (PL 91-508, 15 U.S.C. Sections 1681 et seq.), as amended. Licensee 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. First American makes no representations or warranties about the legality or propriety of the use of the Site in any jurisdiction, state, or region.
Licensee acknowledges that certain products and services provided in connection with Licensee’s use of the Site 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.
Violation of any of the foregoing provisions, or unauthorized access of the Site shall give First American the right to immediately terminate the EULA without further obligation, and may subject Licensee to civil, criminal, and/or administrative penalties.
Licensee acknowledges and agrees that, as between Licensee and First American, First American retains all right, title, and interest in and to the Site, including all copyrights, patents, trademarks, trade secrets, and all other intellectual property rights in the same. No rights in or to the Site 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 Site or other property owned by First American as a result of this EULA. All information posted to the Site by Licensee shall become the sole property of First American and shall be assigned pursuant to the terms of this paragraph. In the event that any copyrightable works of authorship are created by Licensee under this EULA through the use of the Site, Licensee agrees that such works are “works for hire” within the meaning of the copyright laws of the United States of America (17 U.S.C. §101, et seq.), or similar foreign laws, and any rights, title, or interest arising from a compilation or derivative work created using any part of the Site shall belong exclusively to First American. Licensee hereby assigns all intellectual property rights created under this EULA or in connection with its use of the Site to First American, and further agrees to execute such documentation confirming this assignment as may reasonably be requested by First American.
Licensee acknowledges that the Site contains valuable commercial products, the development of which has involved the expenditure of substantial time and money. Licensee will issue appropriate instructions to all of its 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. For the avoidance of doubt, and notwithstanding the foregoing, the Site is proprietary, protected by copyright and trade secrets of First American, and the restrictions on use and disclosure of the Site are not subject to the exceptions set forth in paragraph 1(a) of this EULA. Licensee agrees both during and after the Term of this EULA not to disclose, use, disseminate, reproduce, or publish any portion of the Site or any products or services delivered via the Site in any manner other than as specifically stated herein, or with regard to First American Agents, as stated in the Agency Agreement. In the event that a breach of these confidentiality terms occurs, in addition to First American’s right to terminate the EULA, 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. Licensee agrees to abide by all prevailing federal, state, and local laws and regulations governing lending, fair information practices, and consumers' rights to privacy, and Licensee 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. Licensee agrees 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, Licensee agrees to be liable for, and indemnify First American with respect to any claims concerning any violations arising hereunder caused by individuals which Licensee has provided access to, both directly and indirectly.
During the Term of this EULA, First American shall have the right to audit, during Licensee’s regular business hours and subject to Licensee’s reasonable security requirements, Licensee’s books, records, and computer systems that contain information pertaining to the Site or this EULA to determine that Licensee is in compliance with the terms, conditions, and restrictions of this EULA. All costs of such audit shall be borne by First American, except that such expenses shall be borne by Licensee in the event that any audit determines that Licensee has materially breached any of the terms or conditions herein.
Except for products and information provided by a third-party licensor or provider, with respect to which such licensor or provider 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 Licensee by this EULA. 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. Licensee shall only use the Site as specifically stated herein. All editorial content, graphics, and information on the Site provided by First American or its affiliates is owned by or licensed to First American or its affiliates (collectively, the “First American Content”). 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. Licensee acknowledges that all information accessed through the Site is proprietary information of First American and its third-party suppliers under copyright, and have been furnished to Licensee in trust. Revision, republication, and re-use of the First American Content or the Site for any purpose is strictly prohibited in whole or in part. Except as permitted by the limited License herein, the materials from the Site including, but not limited to, the First American Content may be used only as necessary to do business with First American or for evaluating or purchasing First American’s products and services. Except for making one hard copy printout of limited portions of the First American Content on an ad hoc basis for private use, or 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 EULA are strictly prohibited.
First American owns several trademarks and service marks that are used in connection with among other things, the Site. The trademarks and service marks owned by First American include without limitation PRISM®, 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 Licensee to use any of the First American Marks or trade dress, including the elements that constitute the “look and feel” of the Site.
Licensee hereby represents and warrants that any content that Licensee uploads to the Site or content that Licensee uses in connection with the Site 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. The Site may allow Licensee to attach documents generated by Licensee to email correspondence as part of the functionality. Licensee is responsible for all content contained in any such attachment(s). 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, attached to an email in connection with use of the Site, or otherwise use in connection with Licensee’s use of the Site. 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 in a manner that is inconsistent with either this EULA, applicable law, or the documentation or information made available on the Site.
Where First American provides hypertext links to other 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 accepts, and shall incur, no liability for such products or services and makes no endorsement or approval of the same.
THE SITE, INCLUDING WITHOUT LIMITATION ANY INFORMATION, DATA, REPORTS, PRICES, AND QUOTATIONS CONTAINED ON THE SITE, IS SUBJECT TO CHANGE WITHOUT NOTICE. THE LICENSED PRODUCTS AND THE FIRST AMERICAN CONTENT ARE PROVIDED TO LICENSEE ON AN “AS IS, AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, WARRANTIES BASED ON COURSE OF DEALING OR USAGE IN TRADE, FITNESS FOR PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, AVAILABILITY, ACCURACY, OR OTHERWISE. THE SITE, AS WELL AS THE MATERIALS CONTAINED THEREIN, MAY CONTAIN ERRORS OF PUBLICATION OR TRANSMISSION. FIRST AMERICAN DISCLAIMS ANY AND ALL LIABILITY TO ANY PERSON OR ENTITY FOR THE PROPER PERFORMANCE OF SERVICES NECESSARY TO THE CONDUCT OF A REAL ESTATE CLOSING. IF LEGAL ADVICE OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICE OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT. FIRST AMERICAN, ITS AFFILIATES, AND SUPPLIERS EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT LICENSEE’S USE OF THE SITE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE, OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO THE LEGALITY OR PROPRIETY OF THE USE OF THE SITE IN ANY GEOGRAPHIC AREA, THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. LICENSEE IS SOLELY RESPONSIBLE FOR ENSURING THAT LICENSEE’S USE OF THE SITE IS IN ACCORDANCE WITH APPLICABLE LAW. IT IS LICENSEE’S RESPONSIBILITY TO REVIEW CHANGES IN LAWS, REGULATIONS, AND ACCOUNTING PRACTICES THAT AFFECT LICENSEE AND LICENSEE’S BUSINESS. FIRST AMERICAN DOES NOT WARRANT THAT THE SITE IS COMPLETE OR FREE FROM ERROR OR WILL BE AVAILABLE 24 HOURS PER DAY, SEVEN DAYS PER WEEK, AND DOES NOT ASSUME, AND EXPRESSLY DISCLAIMS ANY LIABILITY TO ANY PERSON OR ENTITY FOR LOSS OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN SUCH SERVICES, WHETHER SUCH ERRORS OR OMISSIONS RESULT FROM NEGLIGENCE, ACCIDENT, OR OTHER CAUSE. LICENSEE IS RESPONSIBLE FOR VERIFYING ALL PARTICULARS BEFORE PLACING ANY ORDERS OR REQUESTS FOR SERVICES OR PRODUCTS PROVIDED HEREIN OR CONDUCTING ANY REAL ESTATE TRANSACTIONS. UNDER NO CIRCUMSTANCES SHALL FIRST AMERICAN BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY LICENSEE’S RELIANCE ON ANY INFORMATION OBTAINED THROUGH THE SITE. IT IS SOLELY THE RESPONSIBILITY OF LICENSEE TO EVALUATE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION OR SERVICES AVAILABLE THROUGH THE SITE. LICENSEE ACKNOWLEDGES AND AGREES THAT FIRST AMERICAN SHALL INCUR NO LIABILITY BASED ON ANY PROBLEMS WITH THE SITE OR THE UNAVAILABILITY OF EITHER OR THE LOSS OF ANY CONTENT THAT LICENSEE OR ANY OTHER PARTY MAY HAVE UPLOADED TO THE SITE OR USED IN CONNECTION WITH THE SITE.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, FIRST AMERICAN, ITS PARENTS, SUBSIDIARIES, AFFILIATES, THIRD PARTY SUPPLIERS, AND ALL OF THE AFOREMENTIONED PARTIES’ RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SPECIFICALLY DISCLAIM, AND SHALL NOT UNDER ANY CIRCUMSTANCES INCUR, ANY LIABILITY (WHETHER UNDER FEDERAL OR STATE LAW OR IN TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE AND WHETHER FORESEEABLE OR NOT) FOR ANY LOSSES AND EXPENSES OF WHATEVER NATURE ARISING OUT OF OR IN ANY WAY RELATED TO ACCESS TO OR USE OF THE SITE, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES RELATING TO LOSS OF USE, LOSS OF DATA, LOSS CAUSED BY A VIRUS, WORM, TROJAN HORSE PROGRAM, OR DISABLING CODE (REGARDLESS OF THEIR SOURCE), LOSS OF INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, CLAIMS OF THIRD PARTIES, OR OTHER LOSSES OF ANY KIND OR CHARACTER, EVEN IF FIRST AMERICAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. LICENSEE ASSUMES THE RISK IN USING THE SITE AS WELL AS TOTAL RESPONSIBILITY FOR ESTABLISHING SUCH PROCEDURES FOR DATA BACK UP AND VIRUS CHECKING AS LICENSEE CONSIDERS NECESSARY.
FIRST AMERICAN’S PROVIDERS AND THIRD PARTY DATA SUPPLIERS ARE NOT RESPONSIBLE FOR ANY DAMAGES INCLUDING, BUT NOT LIMITED TO, THOSE INCURRED AS A RESULT OF LOST PROFITS OR REVENUE, THE COST OF ANY SUBSTITUTE DATA, OR CLAIMS BY THIRD PARTIES, OR FOR OTHER SIMILAR COSTS. IN NO EVENT SHALL FIRST AMERICAN’S DATA SUPPLIERS BE LIABLE FOR ANY DAMAGES RESULTING FROM LICENSEE’S INABILITY OR FAILURE TO ACCESS ANY WEB SITE.
In addition to other indemnification obligations provided in this EULA, Licensee agrees to indemnify and hold First American, its parents, subsidiaries, affiliates, third party suppliers, and all of their respective officers, directors, employees, and agents harmless from and against all claims of third parties arising out of or related to the use of the Site by Licensee except as expressly provided herein, or attributable to Licensee’s breach of this EULA; provided that First American gives Licensee prompt written notice of any such claim. First American shall control the defense and any settlement of such claim, and Licensee shall cooperate with First American in defending against such claim.
Licensee acknowledges that the services and products provided hereunder are a valuable commercial product, the development of which involved the expenditure of substantial time and money. Any violation of the terms hereunder entitles First American to injunctive relief as such violation will cause irreparable harm to First American. If Licensee infringes or misappropriates any of First American’s intellectual property rights or violate the provisions set forth herein, First American may not have adequate remedy in money or damages. Accordingly, in addition to other remedies provided by law or this Agreement, First American shall have the right to obtain injunctive relief against any violation of the acceptable use and confidentiality provisions contained herein. Granting of injunctive relief shall not limit First American’s right to seek further remedies at law or in equity and in connection with the issuance of an injunction, First American shall not be required to post a bond or provide an undertaking.
In consideration of obtaining access to and use of the Site, Licensee agrees to pay the applicable fees as set forth on the Site, a PRISM Service Order, or related ordering document or price quote. Licensee shall provide all telephone lines, charges, and hardware or software necessary to access the Site. Licensee 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 Licensee’s use of the Site.
Is applicable, payment for all charges is due within thirty (30) days from the date of the invoice or statement. If applicable, charges for the services provided will be accumulated by the Licensee account number and will be invoiced normally following the end of the month in which the service is provided. If Licensee becomes sixty (60) or more days past due, access or shipment will be automatically disabled until all past due charges are paid. Licensee will continue to be responsible for any monthly minimum charge during any period that access or shipment is suspended.
First American may collect, process, and transmit data obtained from and about Licensee in the course of Licensee’s accessing and using the Site in connection with Licensee’s transactions for First American’s marketing purposes. Licensee acknowledges and agrees that the Site, when used for their intended purpose will collect, process, and transmit data as directed by their users. Additionally, First American collects aggregate data for statistical and quality assurance purposes and Licensee hereby consents to the collection and use of such aggregate data. In addition, and in accordance with applicable law, Licensee’s personal information and data may be utilized and shared with First American and First America’s affiliates or business partners in accordance with our Privacy Policy, and Licensee may receive information regarding additional products and services. By agreeing to this EULA, Licensee agrees to the terms and conditions of First American’s Privacy Policy, which is available on First American’s website located at https://www.firstam.com/privacy-policy/index.html.
First American reserves the right, and Licensee hereby grants it permission, to override and remove security settings and restrictions on Adobe Acrobat files, such as Document Packaging, and on other documents that Licensee uploads to the Site.
This EULA shall bind and inure to the benefit of Licensee and First American and our respective successors and permitted assigns. Licensee may not assign, sublicense, pledge, or transfer any of its rights or obligations under this EULA to any other person or entity without First American’s prior written consent which may be withheld in First American’s sole discretion (and any such purposed assignment, pledge, or transfer without such prior written consent shall be void ab initio). Licensee acknowledges and agrees that First American may, in its sole discretion, assign this EULA to any other person or entity at will without Licensee’s consent.
If any of the provisions of this EULA are determined to be invalid by a court or government agency of competent jurisdiction, it is agreed that such determination shall not affect the enforceability of the remaining provisions herein.
The section headings in this EULA have been inserted merely for convenience, are not a part of this EULA, and shall not affect the rights and obligations of Licensee and First American or the meaning of the language in this EULA.
This EULA shall be governed by and construed and interpreted in accordance with the laws of the State of California without regard to principles of conflicts of law. Licensee agrees to submit to the exclusive jurisdiction of the courts (State and Federal) located in the State of California, County of Orange, in connection with any controversy arising under this EULA or its subject matter. Licensee hereby waives any objection Licensee may have in any such action based on lack of personal jurisdiction, improper venue, or inconvenient forum.
Licensee hereby represents and warrants that: (a) this EULA is the legal, valid, and binding obligation of Licensee, enforceable against Licensee in accordance with its terms, subject, however, to applicable bankruptcy, insolvency, reorganization, arrangement moratorium, or other similar laws relating to creditors’ rights generally; (b) there is no hindrance, legal, contractual, or otherwise, to Licensee’s entering into this EULA and performing its obligations hereunder, and Licensee has the full power and authority to execute, deliver, and perform under this EULA; and (c) Licensee shall comply with all applicable international, federal, state, and local laws in its performance of its obligations hereunder.
This EULA constitutes the complete understanding between Licensee and First American with respect to the Site and, except for any other agreement that Licensee or Licensee’s employer may have with First American directly, no representation, statement, inducement oral or written, not contained herein shall bind either Licensee or First American. This EULA supersedes any and all prior agreements, promises, or inducements, whether orally or in writing regarding the subject matter of this EULA, with the exception of the Agency Agreement with regard to First American Agents only, and any other agreement that Licensee or Licensee’s employer may have with First American directly. Further, Licensee and First American agree that no promises or agreements made subsequent to the execution of this EULA shall be binding unless reduced to writing and executed by Licensee and First American. By clicking on the “I Accept” button below, Licensee agrees to the terms of this EULA and expressly acknowledges and agrees that First American neither controls nor is responsible for anything in or attached to that content, including without limitation information, worms, Trojan Horses, and viruses of any kind.
© First American Financial Corporation and/or its affiliates. All rights reserved.
First American Title Insurance Company and its affiliates makes no express or implied warranty respecting the information presented and assumes no responsibility for errors and omissions. PRISM® is a registered trademark of First American Financial Corporation and/or its affiliates.