FREE TRIAL SERVICE AGREEMENT 

This Free Trial Service Agreement (“Agreement”) contains terms and conditions that govern your use of the Free Trial Service (as defined below), and is a contract between Veros Real Estate Solutions, LLC (“Veros”) and the entity or organization that you represent (“you” or “Customer”). This Agreement becomes binding and effective when Customer accesses or uses the Free Trial Service. Capitalized terms not otherwise defined in this Agreement will have the respective meanings assigned to them in Section 17.

1. Free Trial Service. Veros is offering you up to fifty (50) VeroVALUE AVMs at no charge over a period of up to thirty (30) days (“Free Trial Service”).
   
   
2. Term. Your Free Trial Service shall begin one business day after you receive an email from Veros containing credentials that provide you with access to the Free Trial Service (“Start Date”) and shall end upon the earliest of: (a) thirty (30) days after the Start Date, (b) upon the order of the fiftieth AVM, (c) the effective date of another contract for similar services between Veros and Customer, or (d) termination by Veros in our sole discretion.
   
   
3. Permitted Use of the Service. Customer agrees, represents, and warrants to Veros, both during and after the term of this Agreement, that the Free Trial Service is for the sole use of Customer, within Customer’s own organization and by Customer’s own employees or agents who have a legitimate business need to use the Free Trial Service. The Free Trial Service may not be shared with affiliates or any third party. Customer will not use the Free Trial Service (i) for any purpose that infringes any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (ii) for any purpose that violates any law, statute, ordinance or regulation; (iii) as a factor in establishing an individual’s eligibility for credit or insurance; (iv) in connection with underwriting individual insurance; (v) in evaluating an individual for employment purposes; (vi) in connection with a determination of an individual’s eligibility for a license or other benefit granted by a governmental authority; (vii) in any way that would cause the information to constitute a “consumer report” under the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq.; or (viii) in any other manner that would cause such use to be construed as a consumer report by any governmental authority. Customer agrees and warrants that it shall not use any element or component of the Services to create, replace, supplement, or enhance any title, legal, vesting, ownership, or encumbrance report. Customer represents and warrants that it shall not use the Services, coupled with alternative insurance approaches or products. Veros reserves the right to review and analyze all data passing through its Free Trial Service for the purpose of improving and maintaining the Free Trial Service.
   
   
4. Access to Services. Customer agrees to assume sole responsibility for the security and confidentiality of its account usernames and passwords as assigned by Veros. An account username is valid for use only in the United States. Customer shall immediately notify Veros in writing if there is any reason to believe that the confidentiality of its usernames or passwords has been compromised.
   
   
5. DISCLAIMER. THE FREE TRIAL SERVICE IS PROVIDED “AS IS” WITH NO EXPRESS WARRANTY AND VEROS SHALL HAVE NO INDEMNIFICATION OBLIGATIONS AND NO LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE TRIAL SERVICE, UNLESS SUCH EXCLUSION OF LIABILITY IS UNENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE VEROS’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE FREE TRIAL SERVICE IS $1,000. CUSTOMER SHALL BE FULLY LIABLE FOR ANY DAMAGES ARISING OUT OF ITS USE OF THE FREE TRIAL SERVICE.
   
   
6. Ownership and Safekeeping. The Free Trial Service is and shall remain the sole and exclusive property of Veros. Customer shall have only the limited rights with respect to the Free Trial Service expressly granted in this Agreement, and all rights not expressly granted by Veros are reserved. Customer shall not disassemble, decompile, manipulate or reverse engineer the Free Trial Service and any software applications, interfaces, data, information, images, reports, models or any other services transmitted by Veros to Customer (“Services”) and shall take all necessary steps to prevent such disassembly, decomposing, manipulation or reverse engineering of any Services. Under no circumstances shall Customer sell, license, publish, display, copy, distribute, or otherwise make available the Services in any form or by any means, except as expressly permitted by this Agreement. Customer will take all reasonable steps, in accordance with best industry practices, to protect the security of the Services and to prevent unauthorized use or disclosure. Customer is responsible for all access to and use of any Services by Customer’s employees or agents or by means of Customer’s equipment or Customer’s usernames and passwords.
   
   
7. Compliance with Applicable Laws. Customer agrees to comply with all Applicable Laws with respect to its performance of its obligations and exercise of its rights under this Agreement.
   
   
8. Confidentiality
   
   As used in this Agreement, “Confidential Information” means any information disclosed by one Party, its Affiliates, business partners or their respective employees, agents or contractors (collectively, the “Discloser”) that is designated as confidential, either orally or in writing, or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Confidential Information includes without limitation: (a) information relating to the Discloser’s or its Affiliates’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that the Discloser is obligated to keep confidential; and (c) the terms of this Agreement and any future agreements between the Parties. However, Confidential Information does not include any information that: (i) was known to the Party that receives any Confidential Information (the “Recipient”) prior to receiving the same from the Discloser in connection with this Agreement; (ii) is independently developed by the Recipient without reference to or use of the Discloser’s Confidential Information; (iii) is acquired by the Recipient from another source without restriction as to use or disclosure; or (iv) is or becomes publicly available through no fault or action of the Recipient.
   
   The Recipient shall not (a) use the Discloser’s Confidential Information for any purpose outside the scope of this Agreement without the Discloser’s prior written consent or (b) disclose the Discloser’s Confidential Information to any person or entity, except to the Recipient’s employees, agents, contractors and service providers who (i) are bound by non-use and non-disclosure obligations at least as protective as those contained in this Agreement and (ii) have a need to know the Confidential Information for the Recipient to exercise its rights or perform its obligations under this Agreement. Notwithstanding the foregoing, the Recipient may disclose the Discloser’s Confidential Information to the limited extent any use or disclosure is required by Applicable Law or a valid and binding order of a governmental body (such as a subpoena or court order), provided that, to the extent permitted under Applicable Law, the Recipient uses reasonable efforts to give the Discloser reasonable advance notice thereof to afford the Discloser an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information. In the event of any breach or threatened breach by the Recipient of its obligations under this Section, the Discloser will be entitled to seek injunctive and other equitable relief to enforce such obligations.
   
   
9.  Indemnification
   
   Customer agrees to defend, indemnify and hold harmless Veros, its Affiliates and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including without limitation attorneys’ fees) arising out of or related to any legal claim, suit, action or proceeding by a third party arising out of or relating to use of the Free Trial Service by Customer.
   
   
10. Security. Each Party will implement industry-standard measures to (i) ensure the security and confidentiality of Confidential Information, (ii) protect against any anticipated threats or hazards to the security or integrity of Confidential Information, and (iii) protect against unauthorized access to or use of Confidential Information. If either Party knows or reasonably believes that there has been any unauthorized access to or acquisition of data that compromises the security, confidentiality or integrity of Confidential Information (“Security Breach”), that Party will (i) immediately notify the other Party and promptly provide the other Party with such information as the other Party may reasonably request to assist it with evaluating the effect of the Security Breach on it and its operations, (ii) promptly investigate, correct, mitigate or otherwise deal with the Security Breach at that Party’s expense, including without limitation, by identifying the Protected Information affected by the Security Breach and preventing its continuation and recurrence, (iii) comply with any and all applicable laws, regulations and orders, and (iv) defend, indemnify and hold the other Party and its officers, directors, employees and agents, harmless from and against any and all claims, suits, causes of action, liability, loss, costs and damages, including reasonable attorneys’ fees, arising out of or relating to any third party claim arising from the breach, except to the extent resulting from the acts or omissions of the other Party.
    
    
11. Data Privacy. Neither Party will store, copy, analyze, monitor or otherwise use Personal Information except for the purposes set forth in this Agreement. The Parties will comply fully with all Applicable Laws, regulations and government orders relating to Personal Information and data privacy with respect to any data that Party receives or has access to under this Agreement or in connection with the performance of services under this Agreement.
    
    
12. Governing Law and Forum. The interpretation and construction of this Agreement, and all matters relating hereto, shall be governed by the laws of the State of California applicable to agreements executed and to be performed solely within such State. The parties hereby submit to the jurisdiction of, and waive any venue objections against, the United States District Court for the Central District of California, Orange County Branch and the Superior and Municipal Courts of the State of California, Orange County in any litigation arising out of this Agreement.
    
    
13. Attorneys’ Fees. In any dispute between the Parties arising out of this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and expenses from the non-prevailing Party.
    
    
14. Notices. Subject to change pursuant to this Section: (a) Veros’ physical address for notices is 2333 N. Broadway, Suite 350, Santa Ana, CA 92706, Attn: SVP, Operations and Legal Department, and its email address for notices is communications@veros.com and (b) Customer’s physical and email addresses for notices are those associated with its Order(s). Notices required or permitted to be given under this Agreement shall be in writing and shall be deemed to be sufficiently given: (i) one business day after being sent by overnight courier to the Party’s physical address; (ii) three business days after being sent by registered mail, return receipt requested, to the Party’s physical address; or (iii) one business day after being sent by email to the Party’s email address. Either Party may change its address(es) for notice by providing notice to the other in accordance with this Section.
    
    
15. Assignment. Customer may not assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without Veros’ prior written consent, and any purported assignment in violation of this Section is void. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.
    
    
16. Miscellaneous
    
    This Agreement is the complete and exclusive statement of the agreement between the Parties and supersedes all proposals, questionnaires and other communications and agreements between the Parties (oral or written) relating to the subject matter of this Agreement. Any terms and conditions of any other instrument issued by Customer in connection with this Agreement which are in addition to, inconsistent with or different from the terms and conditions of this Agreement shall be of no force or effect. This Agreement may be modified only by a written instrument duly executed by authorized representatives of the Parties. The failure of a Party to exercise or enforce any condition, term or provision of this Agreement will not operate as a waiver of such condition, term or provision. Any waiver by either Party of any condition, term or provision of this Agreement shall not be construed as a waiver of any other condition, term or provision. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement. For purposes of this Agreement, the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”; the word “or” is not exclusive; and the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole.
    
    
17. Definitions. Capitalized terms not otherwise defined in this Agreement shall have the respective meanings assigned to them in this section with such meanings to be equally applicable to both the singular and plural forms of the terms defined.
    
    “Affiliate” means, with respect to a Party, a business entity that directly or indirectly controls, is controlled by or is under common control with, such Party, where “control” means the direct or indirect ownership of more than 50% of the voting securities of a business entity.
    
    “Applicable Laws” means any and all governmental laws, rules, directives, regulations or orders that are applicable to a particular Party’s performance under this Agreement.
    
    “Party” means each of Veros and Customer.
    
    “Personal Information” means information relating to an identified or identifiable natural person that is protected by Applicable Laws with respect to privacy where the individual resides.