You agree that the following X-Files™ Subscriber Agreement and Terms of Use ("Agreement") govern your receipt and use of X-Files monthly reports and other X-Files materials made available by Clearbox, LLC (“Clearbox”). The X-Files monthly reports and other X-Files materials provided to you as part of your subscription or otherwise received by you are referred to as the “X-Files Content.”

1.      Rights and Restrictions Regarding Use of X-Files Content.

1.1  For so long as you continue to be a paid subscriber to the X-Files Content, you and your Authorized Users (as defined in subsection 1.5) are granted a nonexclusive, nontransferable, limited right to receive and use for lawful and permitted purposes the X-Files Content as provided for in this section 1. The rights granted to you and each of your Authorized Users are:

a.      Receipt of X-Files Content. The right to receive by email at a single email address designated by you (or to download, if made available for download by Clearbox in its sole discretion), and make printouts of such emails and any accompanying materials, X-Files Content for purposes permitted in subsections a. and b. below;

b.      Storage of X-Files Content. The right to store electronically or in hardcopy X-Files Content that you have received as a paid subscriber and to use the content for lawful purposes in connection with the qualification of independent contractor real estate appraisers for membership on appraiser panels or receipt of appraisal assignments. Storage of the content may continue for as long as materials are needed for these permitted purposes;

c.      Limited Distribution of X-Files Content. Notwithstanding anything to the contrary herein, the rights to:

1)     Excerpt or quote portions of the X-Files Content in communications or documents prepared in the ordinary course of your business to carry out legitimate activities necessary to the qualification of independent contractor appraisers for membership on appraiser panels or receipt of appraisal assignments; and

2)     Distribute portions of the X-Files Content to persons who are not Authorized Users on an occasional, infrequent basis as reasonably necessary to explain matters concerning the qualification of independent contractor appraisers for membership on appraiser panels or receipt of appraisal assignments.

1.2   No Resale, Redistribution or Publication. Under no circumstances may you or any Authorized User offer any part of the X-Files Content for commercial resale or commercial redistribution in any medium or use the X-Files Content to compete with the business of Clearbox or to create any separate database of appraiser disciplinary records. Neither you nor any Authorized User will: publish or publicize the X-Files Content; provide X-Files Content to any person outside of your organization (except as provided for in subsection 1.1.c.); post the X-Files Content to the internet; or use the X-Files Content to harass any person.

1.3   X-Files Content Is the Property of Clearbox. All right, title and interest (including all copyrights, trademarks and other intellectual property rights) in the X-Files Content in any medium belongs to Clearbox or to the third party supplier of information contained in individual records within the X-Files Content. Neither you nor your Authorized Users acquire any proprietary interest in the X-Files Content, or copies thereof, except the limited rights granted above in subsection 1.1.

1.4   Use of X-Files Content in Compliance with Laws, Rules and Regulations. Your use and your Authorized Users’ use of the X-Files Content must comply with all applicable laws, rules and regulations. Without limiting such obligations to comply with other applicable laws, rules or regulations, neither you nor your Authorized Users may use information included in the X-Files Content to determine an individual consumer's ("consumer" as defined in the Fair Credit Reporting Act, 15 USC §1681, et. seq.) eligibility for:

a.      Credit or insurance for personal, family, or household purposes;

b.      Employment;

c.      Debt collection; or

d.      Any government license or benefit.

1.5   Authorized Users. Only you and your Authorized Users have the right to access and use the X-Files Content under this Agreement. “Authorized Users” mean and include other current employees, officers, directors, agents, attorneys and representatives of the business or governmental organization with which you are affiliated and who have a genuine need to use the X-Files Content for the purposes permitted in subsection 1.1 on behalf of the organization.

You will manage your roster of Authorized Users and promptly deactivate any Authorized User’s access to the X-Files Content if the Authorized User no longer has a need for use of the information on behalf of your organization. You are responsible for all use of the X-Files Content by your Authorized Users. You will use reasonable efforts to prevent unauthorized use by your Authorized Users and/or by any unauthorized user and will promptly notify Clearbox, in writing, if you suspect that any Authorized User, or any other person or entity, is misusing or compromising the use of the X-Files Content.

2.      Limitations of Liability and Disclaimer of Warranties.

2.1   No Clearbox Party, as defined below, shall be liable for any loss, injury, claim, liability, or damage of any kind resulting from:

a.      Any errors in or omissions from the X-Files Content,

b.      The unavailability or interruption of the X-Files Content, 

c.      Your or an Authorized User’s use of the X-Files Content, 

d.      Any content retrieved from the Internet even if retrieved or linked to within the X-Files Content, or

e.      Any decision made or action taken by you or your Authorized Users, or any business or governmental organization with which you or they are affiliated, in reliance on the availability of or information made available through the X-Files Content or otherwise by Clearbox.

"Clearbox Party" means Clearbox and any officer, director, employee, subcontractor, agent, attorney, representative, successor, or assign of Clearbox.

2.2   TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL THE AGGREGATE LIABILITY OF THE CLEARBOX PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE X-FILES CONTENT OR THE AGREEMENT EXCEED THE LESSER OF YOUR ACTUAL DIRECT DAMAGES OR THE AMOUNT YOU PAID FOR THE X-FILES CONTENT IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. YOUR RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST ANY COVERED PARTY.

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NEITHER YOU NOR THE CLEARBOX PARTIES SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE X-FILES CONTENT OR THE FAILURE OF ANY CLEARBOX PARTY TO PERFORM ITS OBLIGATIONS. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO A PARTY’S INDEMNITY OBLIGATIONS IN THIS AGREEMENT OR YOUR (AND YOUR AUTHORIZED USERS') INFRINGEMENT OF INTELLECTUAL PROPERTY OR MISAPPROPRIATION OF PROPRIETARY DATA BELONGING TO CLEARBOX.

TO THE FULLEST EXTENT PERMITTED BY LAW, CLEARBOX (A) DISCLAIMS ALL IMPLIED WARRANTIES AND REPRESENTATIONS (E.G., WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE); AND (B) PROVIDES THE X-FILES CONTENT ON AN “AS IS” BASIS.

3.      Miscellaneous.

3.1   Changes to the Agreement. This Agreement may be changed from time-to-time as described herein or by written agreement. Charges and payment terms may be changed in accordance with published pricing; all other provisions may be changed by Clearbox immediately upon notice to you. If any changes are made to the Agreement, such changes will only be applied prospectively. You may terminate the Agreement upon written notice to Clearbox if any change to the Agreement is unacceptable to you. For termination to be effective under this subsection 3.1, written notice of termination must be provided to Clearbox within 10 days of the effective date of the change. Continued use of the X-Files Content following the effective date of any change constitutes acceptance of the change but does not affect the foregoing termination right.

3.2   Termination. You or Clearbox may terminate the Agreement upon the expiration of subscription period by providing written notice to the other party at least 10 days prior to the end of the subscription period; if not so terminated, the Agreement will renew for another subscription period.

3.3   Indemnification. You will defend and indemnify each Clearbox Party against any claim, demand, complaint or legal action, including any damages or expenses, by a third party against the Clearbox Party relating to your use or any Authorized Person’s use of the X-Files Content or breach of this Agreement.

3.4   Governing Law.  The Agreement shall be governed by and construed in accordance with the laws of the State of Maryland regardless of the law that might otherwise apply under applicable principles of conflicts of law.

3.5   Dispute Resolution. All claims, disputes and controversies and other matters in question between the parties to this Agreement, arising out of, or relating to this Agreement, or the breach thereof, which cannot be resolved by the parties, shall be settled by binding arbitration pursuant to the rules then in effect of the American Arbitration Association. The parties agree that any such arbitration shall occur in Worcester County, Maryland.

3.6   Invalidity of Provisions. The Agreement shall be enforced to the fullest extent permitted by applicable law. If any provision of the Agreement is held to be invalid or unenforceable to any extent, then:

a.      Such provision shall be interpreted, construed and reformed to the extent reasonably required to render it valid, enforceable and consistent with its original intent, and

b.      Such invalidity or unenforceability shall not affect any other provision of the Agreement.

3.7   Entire Agreement. The Agreement constitutes the entire agreement of the parties, its shareholders, officers, directors, employees and assigns with respect to its subject matter and replaces and supersedes any prior written or verbal communications, representations, proposals or quotations on that subject matter between the same.