Agreement

C23-0221

CoStar
Information
Subscription Form

“Dan Ninows'
Location ID: 133628
Business Code: Government

| Location ID: 133628

Licensee City of Glendale

Address: 5850 W Glendale Ave, Suite 217
Telephone: (623) 930-2000

Bill-To Contact: Samantha Cope

City/State/Zip: Glendale, AZ 85301

i To ( Contact: scope@glendaleaz.com

Total No. Listings:
Total No. Sites:
Total No. Authorized Users (All Sites):

Monthly
(Quarterly

Cisereaccaary

DYeary

Monthly License Fees
Site Market Product Description (Before Tax)
133628 All Data CoStar Suite $2,115.00
Total Monthly Fees From Additional Schedule of Services:

Discount:

Total Monthly License Fees:
Discounted Monthly License Fees:

$2,115.00

Notes: This Agreement supersedes the agreement between the above-named Customer/Licensee and CoStar/Licensor dated 02/04/2021 relating to the provision of CoStar
services, except for those terms that survive termination and any outstanding license fees.

This agreement includes the applicable Terms and Conditions for the services identified above, available at https://www.apartments.com/advertise/disclaimers/intemet-advertising- Bellnrtes
conditions, https:/Amww.apartments.com/advertise/ocps-terms-conditions and/or https://www.costar.con/CoStarTerms-and-Conditions, and any addenda attached hereto between CoStar
Realty Information, Inc. ("CoStar") and the above-named Customer/Licensee (collectively, the “Agreement”), and establishes the terms and conditions under which CoStar will license he
products set forth in this Agreement. The Terms and Conditions are an integral part of the Agreement being formed hereby. In addition, this Agreement incorporates by reference the website
Terms of Service/Use (the “Website Terms of Use”) available online for each applicable service provided under this Agreement (e.g., www.costar.com, www.apartments.com,
www.apartmentfinder.com, etc.). Customer/Licensee agrees to comply with the Website Terms of Use and to regularly review such terms for updates and changes. To the extent a conflict
exists, the Subscription Form and the Terms and Conditions shall govern over the Website Terms of Service. Terms used on this Subscription Form and not otherwise defined shall have the
meanings set forth in the applicable Terms and Conditions.

In the event Licensee does not execute this Agreement by the following date 1/31/2023, the terms of this Agreement shall become null and void; however, if both parties execute and
commence performance of their duties and obligations under this Agreement after such date, this Agreement shall continue in full force and effect and be binding on the parties. Licensee may
not make any changes to this Agreement unless agreed to by CoStar in writing. The person executing this Agreement on behalf of Licensee represents and warrants that he or she has been
authorized to do so and that all necessary actions required for the execution have been taken. CoStar hereby provides notice that only an authorized officer of CoStar or its parent company
can execute this Agreement on behalf of CoStar. Delivery of an executed signature page to this Agreement by electronic means shall be effective and constitute a legal and binding agreement
on the parties.

CoStar Realty Information, Inc. Licensee E-SIGNED by Jessi Pederson
By: Signature: on 2023-02-24 16:45:21 MST
Name: Scott Wheeler Print Name:

Title: Chief Financial Officer Title:

Date: January 26, 2023 Date:

Address: 1331 L StNW Address: 5850 W Glendale Ave, Suite 217

Address: Washington, DC 20005-4101 Address: Glendale, AZ 85301 USA

PEST: E-SIGNED by Julie K. Bower

y* on 2023-02-27 07:52:49 MST
Julie F Bower
City Clerk

Schedule Of Services

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Page 1 of 1

CoStar
Information
Subscription Form

Licensee: City of Glendale

Location ID: 133628

Address: 5850 W Glendale Ave, Suite 217

Glendale, AZ 85301

Total Number of Authorized Users at Site: 5

Contact Name: Christian Green

Email: | cgreen@glendaleaz.com Role: User
Contact Name: Daniel Benson Phone: (623) 930-2937
Email: | dbenson@glendaleaz.com Role: User
Contact Name: Jessi Pederson Phone: (623) 930-2000
Email: Jpederson@glendaleAZ.com Role User
Contact Name: Samuel Pena Phone: (623) 930-2000
Email: spena1@glendaleaz.com Role User
Contact Name: David Cornelius Phone: (623) 930-2000
Email:  dcornelius1@glendaleaz.com Role: User

User Detail

Page 1 of 1

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CoStar Product Terms and Conditions

1. License. (a) This Agreement between CoStar Realty Information, Inc. and/or STR, LLC,
a wholly-owned subsidiary of CoStar Realty Information, Inc. (collectively, “CoStar’), and
Licensee concerns one or more products developed and maintained by CoStar consisting
of one or more of the following: (1) a proprietary database (the "Database") of commercial
real estate and/or lodging industry information, including but not limited to, the information,
text, photographic and other images and data contained in or supplied from the
Database(collectively, the “Information”) and the proprietary organization and structures
for categorizing, sorting and displaying such Information; (2) forecasts, evaluations,
simulations, assessments, models, processes, methods, techniques, applications,
procedures, formulae, algorithms and other analyses related to real estate, lodging
industry and/or securities, including but not limited to those related to the Licensee’s
portfolio or otherwise resulting from the performance of services rendered in connection
with any consulting agreement between CoStar and Licensee (the “Analysis”); (3)
commercial real estate and/or lodging industry market reports, which may contain
elements of the Database or the Analysis (for the purposes of this Agreement, the “CoStar
Market Reports”); (4) related software (the “Software”) and (5) the STR Benchmark
product, including, but not limited to, hotel and lodging reports and benchmarking services
(the “STR Benchmark Product”), which, if Licensee receives such product, shall be
subject to additional terms and conditions located here:
https://www.costar.com/CoStarTerms-and-Conditions/STRBenchmarking (the “STR
Benchmark Terms”). Those portions of the Software, Database, Analysis and CoStar
Market Reports that are licensed hereunder, including any updates or modifications
thereto, and any information derived from the use of the Database, Analysis or CoStar
Market Reports, including as a result of the verification of any portion of the Information,
Analysis or CoStar Market Reports by Licensee, are collectively referred to herein as the
“CoStar Product.” The CoStar Product and the STR Benchmark Product are collectively
referred to herein as “Licensed Product.” (b) During the term of this Agreement, CoStar
hereby grants to Licensee a nonexclusive, nontransferable license to use only those
portions of the Licensed Product that are expressly identified on the Subscription Form
into which these CoStar Product Terms and Conditions and STR Benchmark Terms (if
“appliable") are incorporated by reference, subject to and in accordance with the terms of
this Agreement. (c) The CoStar Product may be used by no more than the number of
users set forth on the Subscription Form and associated with the site(s) specifically
identified therein. Except where Licensee is an individual, and therefore the sole
Authorized User, all of such users (the “Authorized Users”) must be individuals who are
(1) 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 Users and
associated sites for the CoStar Product. Licensee understands that all individuals that
benefit from the CoStar Product at each licensed site, which for the avoidance of doubt

includes, without limitation, any broker, agent, researcher, analyst, appraiser, surveyor,
valuer, investment professional (including those making/assisting with investment or
lending decisions), advisor, underwriter, asset manager, sales or other similar personnel
(including, but not limited to, managers or directors managing such personnel) must be an
Authorized User and Licensee agrees to notify CoStar if the number of such individuals at
a site exceeds the number of Authorized Users set forth in this Agreement. An “Exclusive
Contractor” is defined as an individual person working solely for Licensee and not also for
themselves or another company with commercial real estate or lodging industry
information needs and performing substantially the same services for Licensee as an
employee of Licensee. (d) Licensee will ensure that access to and use of the Licensed
Product, and the user names and passwords (collectively, the “Passcodes”) and any other
authentication method used to access the Licensed Product are available only to
Authorized Users, and will not allow anyone other than an Authorized User access to the
Licensed Product or Passcodes for any reason.

2. Use. (a) Subject to the prohibitions set forth below, during the term of this Agreement,
Licensee may, in the ordinary course of business: (1) use the CoStar Product for
Licensee’s internal research purposes; and (2) use the Database (A) to provide
information regarding particular properties to its clients and prospective clients; (B) to
market particular properties, and (C) to support its valuation, appraisal or counseling
regarding a specific property. Licensee may also in the ordinary course of its business
share or distribute to clients limited amounts of Information and limited excerpts and
discrete portions of Analysis, including limited excerpts and discrete portions from CoStar
Market Reports (“CoStar Excerpts”) that are contained in or incidental to its own reports,
analyses or presentations for clients (“Client Materials”), provided that: (i) such CoStar
Excerpts are only supportive of the substance of the Client Materials; (ii) Licensee shall be
liable for any such distribution of the CoStar Excerpts; (iii) Licensee shall always
acknowledge CoStar as the source of the CoStar Excerpts within the Client Materials; (iv)
the Client Materials shall not include full copies or substantial portions of any CoStar
Market Reports and may contain only limited amounts of building-specific and tenant-
specific Information; and (v) the Client Materials are not commercially or generally
distributed. Subject to Sections 2(b) and 2(c), Licensee may print Information or copy
Information into desktop, mobile, or cloud-based word processing, spreadsheet,
presentation programs, or general purpose productivity software packages (or any other
software programs with the express written consent of CoStar), so long as the level of
Information being printed or copied is reasonably tailored for Licensee’s purposes,
insubstantial, in the ordinary course of Licensee’s business, and used in compliance with
this Section. No such programs or storage solutions may be used to create a searchable
and/or competitive database of any portion of the CoStar Product, which, for the
avoidance of doubt, means a database that permits its users to search for and/or extract
individual records or data points within such records. (b) Except as set forth in Section
2(a) and in the STR Benchmark Terms, or as may otherwise be agreed to by parties,
Licensee shall not distribute, disclose, copy, reproduce, make available, communicate to
the public by telecommunication, display, publish, transmit, assign, sublicense, transfer,

provide access to, use or sell, directly or indirectly (including, without limitation, in
electronic form), any portion of the Licensed Product, or modify, adapt or create derivative
works of the Licensed Product. (c) Notwithstanding any other provision herein, Licensee
shall not: (1) upload, post or otherwise transmit any portion of the Licensed Product on, or
provide access to any portion of the Licensed Product through, the Internet, any bulletin
board system, any electronic network, any listing service or any other data sharing
arrangement not restricted exclusively to Licensee and the Authorized Users, except that
(i) Licensee may e-mail a report containing Information or CoStar Excerpts that complies
with Section 2(a) to a limited number of its clients and prospective clients, and (ii) for
brokerage or other similar commercial real estate Licensees, Licensee may display solely
on its own website photographs from the Licensed Product that depict properties that
Licensee owns, controls, represents or holds exclusives, provided that under no
circumstances shall such photographs be posted on any website that may compete with
the Licensed Product; (2) use any portion of the Licensed Product to create, directly or
indirectly, any database or product without the express written permission from CoStar;
(3) access or use the Licensed Product if Licensee is 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 database
or other software program, except as set forth in Section 2(a); (5) modify, merge, scrape,
disassemble or reverse engineer any portion of the Licensed Product; (6) use, reproduce,
publish or compile any Information or Analysis for the purpose of selling or licensing such
information or making such information publicly available; (7) use or distribute Information
or Analysis that has been verified or confirmed by Licensee for the purpose of developing
or contributing to the development of any database, product or service; (8) use any portion
of the Licensed Product in a manner that would violate any U.S., United Kingdom,
Canadian, European Union or other international, provincial, state or local law, regulation,
rule, ordinance or common-law principle, including real estate practice, competition,
marketing, advertising, defamation, securities, spam and privacy laws; or (9)(A) use any
portion of the Licensed Product in any securities offering materials, registration statement,
prospectus or other filing with the U.S. Securities and Exchange Commission or a foreign
securities regulator (or other materials in each case), (B) incorporate by reference any
portion of the Licensed Product into any such registration statement, prospectus or other
filing or (C) use any portion of the Licensed Product in any filing with any federal,
provincial, state, local or foreign governmental authority; each case of (A), (B) and (C)
being in connection with the offer or sale of securities.

3. Ownership. Licensee acknowledges that the Information is comprised of data that is
owned by CoStar and its licensors and that CoStar and its licensors have and shall retain
exclusive ownership of all proprietary rights to the CoStar Product, including all U.S.,
United Kingdom, Canadian, European Union or other international intellectual property
and other rights such as patents, trademarks, copyrights and trade secrets. This is a
license agreement and not an agreement for sale. Licensee shall have no right or interest
in any portion of the CoStar Product except the right to use the CoStar Product as set
forth herein. Licensee acknowledges that the Licensed Product constitute the valuable

property and confidential copyrighted information of CoStar and its licensors (collectively,
the “Proprietary Information”). Licensee agrees to (a) comply with all copyright, trademark,
trade secret, patent, contract and other laws necessary to protect all rights in the
Proprietary Information, (b) not challenge CoStar’s and its licensor’s ownership of (or the
validity or enforceability of their rights in and to) the Proprietary Information, and (c) not
remove, conceal, obliterate or circumvent any copyright or other notice or license, use or
copying technological measure or rights management information included in the
Licensed Product. Licensee shall be liable for any violation of the provisions of this
Agreement by any Authorized User and by Licensee’s employees, Exclusive Contractors,
affiliates and agents and for any unauthorized use of the Licensed Product by such
persons. Without CoStar’s consent, Licensee may not use or reproduce any trademark,
service mark or trade name of CoStar or its licensors. Nothing in this Agreement will
restrict CoStar from freely using for any purpose, without compensation, any Licensee
idea, suggestion, enhancement or other feedback relating to the Licensed Product or new
products, features or tools, or any portion thereof.

4. Term. The term of this Agreement shall begin on the Start Date, shall continue for the
initial term specified on the Subscription Form (the “Initial Term”), and shall expire 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
continue thereafter for successive periods of one (1) year (each such successive
period being a “Renewal Term”) commencing on the day after the last day of the
Initial Term or any Renewal Term, unless at least sixty (60) days prior to the last day
of the Initial Term or any Renewal Term, either party has provided the other written
notice of an intent not to renew. Licensee acknowledges that it is responsible for
payment of License Fees (as defined below) pursuant to Section 5 for the entire Renewal
Term unless the Agreement is terminated in accordance with the notice provisions of this
Section. The “Start Date” shall be the date of dissemination by CoStar of a Passcode for
such Licensed Product to Licensee; provided, that for existing customers with Passcodes,
the “Start Date” shall be the date the Agreement is fully executed.

5. License Fees. Licensee agrees to pay the license fees and all other fees set forth in this
Agreement in the currency set out on the Subscription Form (the “License Fees’).
Licensee’s obligation to pay such fees shall begin on the Start Date. CoStar will send
invoices for the License Fees by email, regular mail or both. In addition to anything set
forth herein, CoStar 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
percentage increase in the Consumer Price Index for All Urban Consumers (CPI-U) for
the previous twelve months; and (b) at any time during a Renewal Term increase the
License Fees or charge other fees for any portion of the Licensed Product or service
provided by CoStar, provided, that if Licensee does not agree to the increase or charge
implemented solely under this Section 5(b), then Licensee may give CoStar written notice
of termination within sixty (60) days of CoStar’s notice of such increase or charge, in
which case Licensee shall continue to pay the License Fees in place before 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 date. All fees shall be billed in advance in accordance with
the billing cycle identified herein and are due net thirty days. All payments received after
the due date may be subject to a late payment charge from such due date until paid at a
rate equal to the maximum rate permitted under applicable law. In all cases, the amount of
License Fees shall be paid by Licensee to CoStar in full without any right of set-off or
deduction. CoStar may accept any payment without prejudice to its rights to recover the
balance due or to pursue any other right or remedy. No endorsement or statement on any
check, payment, or elsewhere will be construed as an accord or satisfaction. The License
Fees do not include value added, sales, use, excise or any other taxes or fees now or
hereafter imposed by any governmental authority with respect to the Licensed Product.
CoStar 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 CoStar’s option,
Licensee shall pay such taxes or fees directly or pay to CoStar any such taxes or fees
immediately upon invoicing by CoStar.

6. Termination. (a) Either party may terminate any portion of this Agreement in the event
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 breaching party; or (2) the other
party making an assignment for the benefit of its creditors, or the filing by or against such
party of a petition under any bankruptcy or insolvency law, which is not discharged within
30 days of such filing. (b) CoStar may terminate any portion of this Agreement
immediately without further obligation to Licensee: (1) upon CoStar’s good faith
determination of any violation by Licensee of any provision of Section 1, 2, 3 or 13(a)
hereunder, or any material provision of any other agreement between the parties or their
affiliates; (2) in the event that CoStar discontinues providing a particular product, upon five
(5) days’ written notice at any time in CoStar’s sole discretion, in which case CoStar 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 in respect of terminated portion of the
Licensed Product after the date of such termination; or (3) in the event (i) Licensee is
directly or indirectly owned or controlled (50% or more in the aggregate) by any individual
or entity (A) designated pursuant to an economic sanctions program administered by the
U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), including but not
limited to the Specially Designated Nationals and Blocked Persons List and the Sectoral
Sanctions Identifications List or (B) who is located, organized, or resident in a country or
territory that is, or whose government currently is, the target of comprehensive embargoes
imposed by the U.S. government; (ii) Licensee is designated on the Entity List
administered by the U.S. Department of Commerce’s Bureau of Industry and Security; or
(ili) Licensee is in material violation of applicable human trafficking or child labor laws. (c)
CoStar may interrupt the provision of any portion of the Licensed Product to Licensee
upon CoStar’s good faith determination of any violation by Licensee of any provision of
Section 1, 2, 3 or 13(a) hereunder, or any material provision of any other agreement

between the parties or their affiliates, and Licensee shall continue to be responsible for all
License Fees, provided that Licensee shall not be responsible for License Fees for an
interrupted period if there was not an actual violation. CoStar will restore the provision of
the Licensed Product only if all amounts due hereunder are paid and if, in CoStar’s
reasonable opinion, CoStar has received satisfactory assurances as to the cessation of
the violation. (d) Upon Licensee’s breach of any term of this Agreement that leads to a
termination of this Agreement, all License Fees and all other fees payable hereunder shall
become immediately due and payable in full, and in addition to the foregoing, CoStar’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 shall be entitled to recover all 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 ten (10) days after
the effective date of termination or nonrenewal, Licensee will permanently delete or
destroy all elements of the Licensed Product under its control and upon request from
CoStar, affirm the completion of this process by execution and delivery to CoStar of an
affidavit to that effect reasonably satisfactory to CoStar. CoStar may at its sole expense
audit Licensee’s compliance with this provision and the terms of the Agreement, provided,
that such audit will occur under Licensee’s reasonable supervision and Licensee shall
cooperate in the conduct of the audit. Notwithstanding anything to the contrary in the
second sentence of this Section 7, upon any non-renewal or termination of the
Agreement, Licensee shall not be required to purge from its hard-copy, electronic or email
files STR Benchmarking Deliverables (as defined in the STR Benchmark Terms) or
Information that Licensee’s Authorized Users incorporated into its own reports, analyses
or other materials in compliance with the terms of this Agreement and which are contained
in such hard-copy, electronic or email files, (the “Post-Termination Information’); provided,
however, that the Post-Termination Information may be retained solely for ordinary
corporate systems backup, legal or regulatory purposes and may not be used, copied,
distributed or displayed for internal research or marketing or for establishing, populating or
being used within any commercial real estate information service or other searchable
database or for any other purposes.

8. Licensed Product. Subject to Section 11, during the term of this Agreement, CoStar will
provide updated Information and Analysis, as applicable, to Licensee, which updates may
be provided through the Internet or in such other manner as determined by CoStar.
Licensee is responsible for providing all hardware, software and Internet access
necessary to obtain and use 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 modifications do not significantly degrade the Licensed Product. Licensee
shall implement reasonable technical and administrative security controls consistent with
industry standards to protect the Licensed Product. In the event of a security incident or
breach of Licensee’s (or any permissible Licensee third party) system(s) that affect the

Licensed Product or any CoStar Information, Licensee shall promptly respond to the
incident or breach, mitigate any damage it has caused and notify CoStar with all relevant
information associated with the breach or incident.

9. Information. If Licensee’s business provides any commercial real estate services,
Licensee shall use reasonable efforts to keep CoStar informed about commercial and
investment space available for lease and/or sale and transaction information with 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 respect to
commercial real estate information available on Licensee’s website. CoStar acknowledges
that if Licensee provides CoStar with any information or images, Licensee retains its rights
to such information and images, even following termination of this Agreement.

10. LIMITATION ON 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 INCLUDING WITHOUT LIMITATION THOSE
ARISING OUT OF OR RELATED TO ANY FAULTS, INTERRUPTIONS OR DELAYS IN
THE LICENSED PRODUCT, OUT OF ANY INACCURACIES, 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 EXCEED THE TOTAL AMOUNT OF LICENSE FEES
ACTUALLY PAID TO COSTAR UNDER THIS AGREEMENT DURING THE TWELVE
MONTH PERIOD IMMEDIATELY PRECEDING THE DATE SUCH CLAIM AROSE.
RECOVERY OF THIS AMOUNT SHALL BE LICENSEE’S SOLE AND EXCLUSIVE
REMEDY. (c) UNDER NO CIRCUMSTANCES WILL ANY OF THE COSTAR PARTIES
BE LIABLE FOR LOST PROFITS HOWSOEVER ARISING OR FOR ANY INDIRECT,
INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES,
INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES 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. (d) 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. (e) THE
PROVISIONS OF THIS SECTION APPLY WITHOUT REGARD TO THE CAUSE OR

FORM OF ACTION, WHETHER THE DAMAGES ARE GROUNDED IN CONTRACT,
TORT OR ANY OTHER CAUSE OF ACTION.

11. NO WARRANTIES. ALTHOUGH 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 WARRANTIES. THE COSTAR PARTIES DISCLAIM ANY AND
ALL REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND,
WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION
(1) MERCHANTABILITY, FITNESS FOR ORDINARY PURPOSES AND FITNESS FOR
A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, QUIET ENJOYMENT AND 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 OF 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. THE ANALYSIS AND COSTAR MARKET REPORTS CONTAINED IN THE
LICENSED PRODUCT MAY INCLUDE, WITHOUT LIMITATION, STATEMENTS
REGARDING COSTAR'S CURRENT OR FUTURE BELIEFS, EXPECTATIONS,
INTENTIONS OR STRATEGIES REGARDING PARTICULAR COMMERCIAL REAL
ESTATE MARKETS. THE ANALYSIS AND COSTAR MARKET REPORTS ARE
SUBJECT TO MANY RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY FROM THE ANALYSIS AND COSTAR MARKET
REPORTS. LICENSEE UNDERSTANDS THAT THE ANALYSIS AND COSTAR
MARKET REPORTS CONTAINED IN THE LICENSED PRODUCT ARE BELIEVED TO
BE STATE OF THE ART AND, BY REASON OF THEIR LIMITED PERIOD OF USE,
THEIR DEGREE OF ACCURACY IN REPORTING COMMERCIAL REAL ESTATE
MARKET INFORMATION AND MAKING FORECASTS IS NOT PROVEN. LICENSEE
SHALL NOT HOLD COSTAR OR ITS LICENSORS RESPONSIBLE FOR ANY ERRORS
IN REPORTING, EVALUATING, ANALYZING, SIMULATING OR FORECASTING
COMMERCIAL REAL ESTATE MARKET INFORMATION, OR FOR ANY
INFORMATION, ANALYSES OR COSTAR MARKET REPORTS COMPRISING THE
LICENSED PRODUCT.

12. Assignment. The parties’ obligations hereunder are binding on their successors, legal
representatives and permitted assigns. Licensee may not assign or transfer (by operation
of law or otherwise) this Agreement nor the license granted hereunder, in whole or in part,
without the prior written consent of CoStar. Notwithstanding anything set forth to the
contrary above, in the event of Licensee’s merger with or acquisition of, or acquisition of
assets by, any third party, Licensee shall be entitled upon written notice, without approval
from CoStar, to assign its rights and obligations under this Agreement to such third party;
provided, however, that (a) such assignment shall not result in the elimination of any then-
existing CoStar revenue stream from Licensee or such third party; and (b) in no event

shall Licensee be entitled to assign its rights and obligations hereunder to any individual
or entity that directly or indirectly competes with CoStar or any of its affiliates.

13. Passcodes. (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 Authorized User may access the
Licensed Product using any Passcode other than the Passcodes assigned to such
Authorized User. No Authorized User may share his assigned Passcodes with any other
person nor allow any other person to use or have access to his Passcodes. During the
term of this Agreement, Licensee will promptly notify CoStar of any Authorized User’s
change of employment or contractor status with Licensee, including, without limitation,
termination of an Authorized User’s employment or contractual service with Licensee, and
upon such termination Licensee shall cease using and destroy the Passcodes for such
Authorized User. No Authorized User who ceases to be an employee or Exclusive
Contractor of Licensee may use any Passcodes in any manner. (b) Each Authorized
User’s access to the Licensed Product may be limited to a designated computer and
requires the Authorized User to access the Licensed Product solely using the Passcodes
and, if required by CoStar, Passcodes with two-factor authentication, including, but not
limited to, facial recognition authentication. CoStar is under no obligation to confirm the
actual identity or authority of any party accessing the Licensed Product under any
Passcode or other authentication method.

14. Indemnification. Licensee agrees to defend, indemnify and hold harmless CoStar, its
affiliates, and approved assignees, and their partners, directors, officers, employees and
agents for all costs and expenses including, without limitation, attorney's fees, associated
with the defense and settlement of any threatened, pending or completed claim, demand
or action resulting from, arising out of or relating to Licensee's use or application Licensed
Product in contravention of the terms of the Agreement, including, without limitation, a
claim under any laws, rules or regulations (a “Claim”) and shall pay any judgments or
settlements based thereon; provided, that CoStar shall give Licensee prompt written
notice of the Claim (provided, however, that CoStar’s failure to provide such notice shall
not relieve Licensee of its indemnification obligations except to the extent it is prejudiced
thereby), sole control of the proceedings or settlement, and, at Licensee’s expense,
reasonable cooperation, information and assistance in the defense or settlement
negotiations. CoStar may, at its own expense, reasonably assist in such defense if it so
chooses, provided that Licensee shall control such defense and all negotiations relative to
the settlement of any such Claim. This Section shall survive the expiration or termination
of the Agreement for any reason. Solely with respect to any Claim under any laws, rules
or regulations pursuant to the Section above, if for any reason the foregoing indemnity is
unavailable to any CoStar Party, CoStar shall be entitled to seek in a court of competent
jurisdiction Licensee’s contribution to such Claim under any legal or equitable theories
available to it.

15. Notices; Invoices. All notices given hereunder will be in writing and delivered by email,
personally mailed by registered or certified mail, return receipt requested, or delivered by

CoStar Terms and Conditions | Costar North America

a well-recognized overnight courier company. If such notice is being delivered to
Licensee, such notice shall be delivered to Licensee’s physical address specified on the
Subscription Form, email address or to such other address as Licensee may specify, and
if being delivered to CoStar, shall be delivered to the physical address set forth on the
Subscription Form, Attention: CoStar Sales, or to the email address or such other address
as CoStar may specify. All notices will be deemed given if delivered personally or by
email, on the day of delivery, if mailed by registered or certified mail, three days after the
date of mailing, if delivered by a well-recognized overnight courier company, one day after
dispatch, and if delivered by overnight international mail, four days after mailing. Licensee
agrees that CoStar may include notices on invoices sent to Licensee by regular mail or
email. Pursuant to Section 4 of this Agreement, Licensee may deliver notices of
termination to CoStar via email at the following address: cancel@costar.com.

16. Force Majeure. None of the CoStar Parties shall have any liability for any damages
resulting from any failure to perform any obligation hereunder or from any delay in the
performance thereof due to causes beyond CoStar’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
telecommunications or other method or medium of storing or transmitting the Licensed
Product.

17. User Information. Licensee acknowledges that if it creates any settings, saved
searches, fields or functions in the CoStar Product or inputs, adds or exports any data into
or from the CoStar Product (collectively, the “User Data”), none of the CoStar Parties shall
have any liability or responsibility for any of such User Data, including the loss, destruction
or use by third parties of such User Data. Licensee acknowledges that it is Licensee’s
responsibility to make back-up copies of such User Data. For each licensed site, Licensee
is allotted an aggregate amount of 100 megabytes of storage space in the CoStar Product
per Authorized User located at that site.

18. Choice of Law; Jurisdiction. This Agreement shall be construed under the laws of the
District of Columbia without regard to choice of law principles. CoStar 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 this
Agreement or use of the Licensed Product. Licensee irrevocably consents to the
jurisdiction and venue of the federal and state courts located in the District of Columbia, or
in any State where Licensee's Authorized Users are located, for purposes of any action
brought against Licensee in connection with this Agreement or use of the Licensed
Product.

19. Miscellaneous. The version of these CoStar Product Terms and Conditions effective
as of the time of the parties’ full execution of the Agreement shall be attached to,
incorporated into and govern the Agreement. The 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. 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 matter; provided, that this Agreement does
not supersede any other written license agreement between the parties unless expressly
provided herein. Unless otherwise required by applicable law, Licensee agrees to keep
the terms of this Agreement strictly confidential. Each party acknowledges that in entering
into the Agreement it does not rely on, and shall have no remedies in respect of any
statement, representation, assurance or warranty (whether made innocently or
negligently) that is not set out in the Agreement. Each party agrees that it shall have no
claim for innocent or negligent misrepresentation or negligent misstatement based on any
statement in the Agreement. The foregoing sentences of this Section shall not limit or
exclude any liability for fraud. Licensee agrees that CoStar may send to Licensee and its
employees, Authorized Users and Exclusive Contractors communications, including, but
not limited to, email communications about new features or products, available real estate
listings, product feedback and other marketing content, which the email recipient may
unsubscribe at any time. Licensee will comply with all laws related to emails Licensee
and/or its employees, Authorized Users and Exclusive Contractors send using the
Licensed Product, including, but not limited to, the United States’ anti-spam law (CAN-
SPAM), Canada’s anti-spam law (CASL), the United Kingdom’s General Data Protection
Regulation and Data Protection Act 2018 (UK GDPR), the Data Protection Act 2018 and
Privacy and Electronic Communications (EC Directive) Regulations 2003 (PECR), and the
European Union’s General Data Protection Regulation (EU GDPR) and any other
applicable EU directives (as implemented within the relevant EU member state(s)). If any
provision 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 original 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 seek injunctive relief (without the necessity of posting a bond) as
well as all other monetary remedies available at law or in equity. The failure of any party at
any time to require full performance of any provision hereof will in no manner affect the
right of such party at a later time to enforce the same. Headings are for reference only.
The English language version of this Agreement shall be binding. Any translated version
shall serve for information purposes only. The provisions of Sections 2(b), 2(c), 3, 5, 6(d),
7, and 10 through 19 hereof will survive nonrenewal or termination of this Agreement.

Effective Date: June 1, 2022