Terms of Service for Valcre Professional & Enterprise

Last updated: October, 2022

The following terms apply to Valcre’s Professional Product (“Valcre Professional”) and Valcre’s Enterprise Product (“Valcre Enterprise“) and are in addition to the Agreement referenced in your Order Form. Valcre Professional and Enterprise includes downloadable software components in addition to software as a service and these terms account for the addition of the downloadable product component.

1 Software. Valcre Professional and Enterprise is a subscription-based service that allows users to generate professional and customized appraisal reports in Microsoft Word through use of a proprietary add-in that collects information from a variety of data sources. To connect the Services over the Internet, you must download our software (the “Software”). You will receive instructions from us on how to download and use the Software. You are limited to installing the Software on two (2) active devices per licensed user.

2 License Terms.

2.1 Your License Rights. Valcre grants you a limited, non-exclusive, non-sublicensable and non-transferable license to use the Software during the applicable Subscription Term in accordance with this Agreement, your applicable Scope of Use, and any Order Form (the “License”). Unless we notify in writing you otherwise, your License terminates when your Subscription Term ends, even if it is identified as “perpetual” or if no expiration date is specified in your Order. Note that if the Agreement terminates for any reason, this License will also terminate at the same time. When your License expires or is terminated, you must promptly uninstall the Software, and we shall have the right to disable your access to use the Services and your License to use the Software.

2.2 Ownership. The Software is licensed, not sold. Valcre and its licensors have and retain all right, title and interest, including all intellectual property rights, in and to the Software

2.3 Number of Instances. Unless otherwise specified in your Order Form, for each License that you purchase, you may download and install a copy of the Software in compliance with Section 1 (Software) of this Exhibit A including production instances of the Microsoft Word Add-In on a system owned or operated by you (or on your third party service provider so long as you remain responsible for their compliance with the terms and conditions of this Agreement).

2.4 Third Party Applications. The Services require that for each instance, you must purchase and pre-install a licensed copy of Microsoft Word and Microsoft Excel. Our Software links these third party applications together. We are not responsible for the pre-installation or configuration of such programs. Valcre has no obligation with respect to the installation or use of any third party applications. Our Software requires that you have an Internet connection. We can’t guarantee perpetual availability of services provided by third parties with which the Software interacts, including Costar, Google, and Microsoft. Functionality related to those services can be revoked at any time upon reasonable notice.

2.5 Our Proprietary Code is our Trade Secret. The Software and Microsoft Word and Excel templates provided to you include proprietary code owned by Valcre and libraries licensed by us. You are not authorized to reverse engineer or otherwise breach the security protocols set in place to view such code. We have taken reasonable efforts to protect such information from public disclosure and accordingly such information is protected by the California Uniform Trade Secrets Act and the Federal Defend Trade Secrets Act of 2016.

2.6 Delivery of License Credentials. We will deliver the applicable License credential to the email addresses specified in your Order Form when we have received payment of the applicable fees. All deliveries under this Agreement will be electronic.

2.7 System Requirements. You are solely responsible for ensuring that your systems meet the hardware, software and any other applicable system requirements for the Software. Valcre will have no obligations or responsibility under this Agreement for issues caused by your use of any third-party hardware or software not provided by Valcre.

2.8 Confidentiality. The Software constitutes Valcre’s Confidential Information for the purposes of this Agreement.

3 Support and Maintenance. Valcre will provide limited email and phone support for its Software. Valcre will provide Software updates from time to time by providing a link to maintenance services (“Maintenance”) during the License term. Maintenance for the Services includes access to New Releases, if and when available. “New Releases” are bug fixes, patches, major or minor releases, or any other changes, enhancements, or modifications to the Services that are generally commercially available.

4 Restrictions. Except as otherwise expressly permitted in this Agreement, you will not: (a) reproduce, modify, adapt or create derivative works of any part of the Software; (b) rent, lease, distribute, sell, sublicense, transfer, or provide access to the Software to a third party; (c) use the Software for the benefit of any third party; (d) incorporate the Software into a product or service you provide to a third party; (e) interfere with any license key mechanism in the Software or otherwise circumvent mechanisms in the Software intended to limit your use; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Software, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (g) remove or obscure any proprietary or other notices contained in the Software; (h) use the Software for competitive analysis or to build competitive products; (i) publicly disseminate information regarding the performance of the Software; or (j) encourage or assist any third party to do any of the foregoing.

5 Deployment of Additional Add-Ins. Notwithstanding anything in this Agreement to the contrary, Valcre has no support, warranty, indemnification or other obligation or liability with respect to Microsoft Word or Excel Add-Ins or their combination, interaction or use with the Services. You shall indemnify, defend and hold us harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim brought against us by a third party relating to such Add-Ins (including but not limited to any representations or warranties you make about such Add-Ins).

6 Warranty Disclaimer. ALL SOFTWARE AND MAINTENANCE AND ANY ADDITIONAL SERVICES RELATED THERETO ARE PROVIDED “AS IS,” AND VALCRE AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. VALCRE WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF VALCRE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER VALCRE NOR ANY OF ITS THIRD PARTY SUPPLIERS MAKES ANY REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY SOFTWARE OR ANY CONTENT THEREIN OR GENERATED THEREWITH, OR THAT: (A) THE USE OF ANY SOFTWARE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (B) THE SOFTWARE WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (C) THE SOFTWARE (OR ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SOFTWARE) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS); (D) ERRORS OR DEFECTS WILL BE CORRECTED; OR (E) THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

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