SKYMEASURE™ REPORT TERMS OF USE

You (referred to herein as “Licensee”) have registered an online account with CoreLogic Solutions, LLC (“CoreLogic" "we" or "us") to obtain certain property reports from CoreLogic each of which incorporates proprietary data of CoreLogic and data which CoreLogic has licensed from one or more third parties and made available through its websites and mobile application (“Sites”) from time to time (“SkyMeasure Reports” or “Reports”). The following Terms of Use contain an agreement to arbitrate all claims as well as disclaimers of warranties and limitations of liability. Please read these terms carefully.

  1. Terms of Use. Licensee’s transactions with CoreLogic are governed by CoreLogic’s Legal Notice (located under Legal Notices on the SkyMeasure website) excluding the Privacy Policy and Fair Information Values which are solely available for reference (“Terms of Website Use”), and the following terms and conditions of SkyMeasure Report Terms of Use (“Terms of Use”). CoreLogic’s agreement to transact with Licensee is expressly subject to Licensee’s agreement to all of the terms herein without modification. In the event of any conflict or inconsistency between the subject matter of these Terms of Use and the Terms of Website Use, the following priority shall apply for purposes of which terms govern and control: (a) Terms of Use, then (b) Terms of Website Use.
  2. Changes in Terms of Use. CoreLogic reserves the right to change these Terms of Use at any time, effective immediately upon posting on our Sites. If Licensee violates these Terms of Use, CoreLogic may terminate Licensee’s use of the Sites, bar Licensee from future use of the Sites and/or take appropriate legal action against Licensee.
  3. Defined Terms. The following definitions shall apply for purposes of these Terms of Use:
    1. “Authorized User” means Licensee’s employees performing services solely for the benefit of Licensee as a construction contractor, independent adjuster, third party administrator in the property insurance industry, or a property insurance carrier.
    2. “Confidential Information” means information disclosed by a party to the other party under these Terms of Use that is marked as confidential or would normally be considered confidential under the circumstances.
    3. “High Risk Activities” means uses such as the operation of nuclear facilities, air traffic control or life support systems, where the failure of the SkyMeasure Report or any of its content could lead to death, personal injury, or environmental damage.
    4. “Intellectual Property Rights” means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights.
  4. License Grant
    1. Report License. In consideration of the applicable fees, CoreLogic grants to Licensee a limited, non‑sublicenseable, non-transferable, non-exclusive license to use the SkyMeasure Report as permitted herein. All rights and uses of the Report and its content not expressly granted in this Section are reserved to CoreLogic or its licensors, as the case may be.
    2. Permitted Uses. Licensee may, at its discretion, use the Report to: (a) make a commercially reasonable number of hardcopies and softcopies of the Report for internal use or audit purposes only; and (b) distribute the Report (with copyright markings) solely within the Licensee’s environment for its Authorized Users for their internal business purposes or in order to provide services to their customers (such as independent adjusting or restoration contracting). For the avoidance of doubt, Licensee acknowledges and agrees that the scope of the license in this Section, notwithstanding any contrary term herein, is provided on a single-use, single customer basis only and does not allow Licensee to resell, relicense or redistribute the Report in whole or in part to any third party. Licensee shall be responsible for advising all Authorized Users of the requirements of these Terms of Use and guaranteeing such users’ compliance thereof.
    3. Restrictions. Unless CoreLogic specifically agrees in writing, the licenses granted herein do not include the right to: (a) distribute or display the Report or any of its content to the general public; (b) use, copy, display, modify, create derivative works based on, merge or transfer copies of the Report or its content except as expressly provided in these Terms of Use; (c) alter or remove any copyright notice or proprietary legend contained in or on the Report and that any embodiment of a Report’s imagery contain the ownership notice as originally provided; (d) sublicense, sell, rent or lease the Report or any of its content or otherwise transfer such to a third-party; and/or (e) use any Report or any of its content for High Risk Activities. In addition, Licensee agrees it will not provide CoreLogic with any non-pubic personal information in regard to any property.
    4. Consent for Service. By entering into this Agreement, Licensee consents to CoreLogic and its licensors, or service partners providing the services necessary to deliver the SkyMeasure Report(s) as ordered by Licensee. Licensee further represents that it has the proper consents from each property owner to provide the information to CoreLogic required for creating and delivering a SkyMeasure Report.
    5. Compliance with URL Terms. By entering into this Agreement, Licensee agrees to comply with the URL Terms that follow. “URL Terms” means the following, in the listed order of precedence if there is a conflict:
      (A) the Service’s Acceptable Use Policy at
      https://www.google.com/work/earthmaps/legal/universal_aup.html;
      (B) the Google Maps / Google Earth Legal Notices at
      http://maps.google.com/help/legalnotices_maps.html;
      (C) the Google Maps / Google Earth Additional Terms of Service at
      http://maps.google.com/help/terms_maps.html;
      (D) Google Developer Guidelines applicable to each Service at:
      https://developers.google.com/products/#m and
      https://developers.google.com/maps/documentation/tile/;
      (E) the then-current Service Level Agreement at
      https://www.google.com/work/earthmaps/legal/maps-sla.html;
      (F) the then-current Technical Support Services Guidelines at
      https://www.google.com/work/earthmaps/legal/tssg.html.
  5. Guidelines for Using Roof Measurement Reports

    To help ensure satisfaction, CoreLogic recommends the following guidelines when ordering and using a Roof Measurement Report:

    a. Verify the correct property location when entering the Report by “clicking” and “dragging” the pin directly over the correct structure on the verification map.

    b. Take the Report to the job site during the inspection process to verify that the structure or area that was measured matches the property location. Perform a quick walk around the property with the Report in hand to verify that all details of the roof are included in the Report.

    c. Once steps (a) and (b) are complete, CoreLogic recommends that Licensee verify the longest Eave or Ridge measurement and the pitch of the entire structure (in most cases this can be done from the ground).

    d. Repeat the guidelines above in (a), (b) and (c), for each structure, in the case of a multiple building project, such as an apartment or condominium complex, for each structure, as needed.

  6. Fees
    1. Collecting Payments. Licensee shall pay the SkyMeasure Report license fees as well as any applicable taxes and delivery fees as set forth when ordering Reports. Licensee will be required to provide valid and updated credit card information or approved purchase order information to order Reports. Licensee represents and warrants that the billing and contact information provided is true and accurate and that Licensee is authorized to use the payment method. Licensee must promptly update account information with changes that may occur, including a change in billing address or credit card number.
    2. Billing. Licensee authorizes charges to be made against such credit card or other authorized payment method each time Licensee places an order for Reports on the Site. For any dispute of charges, Licensee must notify CoreLogic within thirty (30) days after receipt of CoreLogic’s invoice. CoreLogic reserves the right to modify prices and fees for the Reports and Licensee’s continued use of the Reports after any price change constitutes Licensee’s authorization to pay the changed amount.
  7. Reservation of Intellectual Property Rights. Except as expressly set forth herein, these Terms of Use do not grant Licensee any rights, implied or otherwise, to either CoreLogic’s or any third party’s Intellectual Property Rights. Nothing in these Terms of Use constitute a waiver of the rights of CoreLogic or its licensors under U.S. copyright law or any other federal or state law pertaining to the Report or its content. Licensee agrees that Licensee will not, directly or indirectly, reverse engineer, decompile or reproduce any Report except as permitted herein.
  8. Confidential Information
    1. Obligations. Each party will: (a) protect the other party’s Confidential Information with the same standard of care it uses to protect its own Confidential Information, but in no event less than reasonable care; and (b) not disclose the Confidential Information, except to Authorized Users who need to know it and who have agreed in writing to keep it confidential. Each party (and any Authorized Users to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfill obligations under these Terms of Use, while using reasonable care to protect it. Each party is responsible for any actions of its affiliates, employees and agents in violation of this section.
    2. Exceptions. Confidential Information does not include information that: (a) the recipient already knew; (b) becomes public through no fault of the recipient; (c) was independently developed by the recipient; or (d) was rightfully given to the recipient by another party.
    3. Required Disclosure. Each party may disclose the other party’s Confidential Information when required by law, but only after it, if legally permissible: (a) uses commercially reasonable efforts to notify the other party; and (b) gives the other party the chance to challenge the disclosure.
  9. Privacy. Licensee hereby permits CoreLogic to (a) access, monitor, use, or disclose any non-personally identifiable data Licensee submits to CoreLogic in the course of Licensee procuring any SkyMeasure Report, (b) share the aforementioned data with its third party providers in order for such providers to assist in delivering SkyMeasure Report content; and (c) obtain or cache Licensee’s location for future use. Licensee may revoke the foregoing consent in Section 9(c) by sending written notification to CoreLogic as set forth herein.
  10. Consent to Communications. LICENSEE EXPRESSLY AUTHORIZES CORELOGIC TO CONTACT LICENSEE THROUGH NOTIFICATIONS ON THE SITES AND/OR BY CALLING OR SENDING A TEXT MESSAGE, EMAIL OR MAIL TO THE NUMBER OR ADDRESS PROVIDED BY LICENSEE DURING REGISTRATION EVEN IF THE NUMBER OR EMAIL IS ON A DO-NOT-CALL REGISTRY OR SIMILAR LIST. Licensee may opt-out of receiving promotional communications from CoreLogic by managing preferences in the account settings on the Sites. However, Licensee may not opt-out of receiving administrative or legal notices and transactional communications from CoreLogic relating to Licensee’s account or Reports ordered.
  11. Registration
    1. Licensee’s registration with CoreLogic for use of the Sites and Reports described herein establishes a business relationship between Licensee and CoreLogic. CoreLogic may refuse to allow any user from registering or using the Sites and Reports for any reason at its sole discretion. Licensee agrees to supply accurate and complete information when creating an account and when using the Sites or Reports. Licensee agrees to not insert false, fraudulent, indecent, or obscene information as part of the registration, that Licensee will provide accurate and complete information, and that Licensee’s registration will comply with all applicable state and federal laws as well as the Terms of Use.
    2. Licensee may not share account or login information with any third party or let any third party access the account. Licensee is fully and solely responsible for maintaining the confidentiality of the login information for the account and for the security of Licensee’s computer system, mobile device and all activity on the account, even if such activities were not committed by you. CoreLogic will not be liable for any losses or damage arising from use of the Sites or Reports.
  12. Termination
    1. Termination without cause. CoreLogic may terminate Licensee’s account with CoreLogic and authorization to use any of our Sites, including the ability to continue ordering any Reports, at any time and for any reason. Termination without cause will not affect Licensee’s right to continue using Reports previously ordered and paid for in full in accordance with these Terms of Use, or Licensee’s obligation to pay for Reports ordered at the time of termination, which have not been already paid for. Following termination or at any time upon our written instruction, Licensee agrees to (i) return to CoreLogic all documents and tangible materials (and any copies) containing any CoreLogic Confidential Information, (ii) permanently erase all CoreLogic Confidential Information from Licensee’s computer systems and (iii) certify in writing to CoreLogic that Licensee has complied with these requirements.
    2. Termination for cause. A party may terminate these Terms of Use if the other party materially breaches any material provision of this Agreement and fails to cure the breach within thirty (30) days after receiving written notice of the breach from the non-breaching party. In the event of termination for Licensee’s material breach, Licensee will use commercially reasonable efforts to cease use and display of the SkyMeasure Report(s) within thirty (30) days after the termination date and will certify in writing that all known copies of the SkyMeasure Reports, including backup and archival copies, have been destroyed.
    3. Survival. The provisions set forth in the following sections of these Terms of Use, and any other right or obligation set forth herein that, by its nature, should survive termination, will survive termination of Licensee’s account indefinitely (or for such shorter period as may be allowed under applicable law): Sections 3, 6, 7, 8, 9, 10, 11, 12, 13.2, 13.3, and 14.
  13. Warranties, Disclaimers, Limitation of Liability, Indemnification
    1. Warranties and Disclaimers. Each party represents and warrants that it has full power and authority to enter into these Terms of Use. Licensee represents and warrants that it will comply with all applicable state and federal laws with respect to Licensee’s or Authorized Users’ use of the Sites, Reports and any content contained therein. Licensee shall obtain any necessary licenses, certificates, permits, approvals or other authorizations required by all laws, statutes, ordinances and regulations applicable to Licensee’s or Authorized Users’ use of the Sites, Reports and any content contained therein. CoreLogic represents and warrants that it has all necessary rights to grant the license set forth in these Terms of Use. EXCEPT FOR THE EXPRESS WARRANTIES MADE IN THIS SECTION, ALL REPORTS, AND ALL CONTENT THEREIN, IS PROVIDED “AS IS” AND THE PARTIES DISCLAIM ALL OTHER WARRANTIES AND REMEDIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THAT THE CONTENT WILL BE UNINTERRUPTED, ERROR-FREE OR INCLUDE ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. ADDITIONALLY, CORELOGIC DOES NOT GUARANTEE THAT ANY SPECIFIC CONTENT WILL BE AVAILABLE OR AVAILABLE ON AN ON-GOING BASIS. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO LICENSEE. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF THE REPORT AND TO THE DOLLAR AMOUNT OF THE REPORT.
    2. Limitation of Liability. CORELOGIC SHALL NOT BE LIABLE UNDER OR IN CONNECTION WITH TRANSACTIONS CONDUCTED WITH LICENSEE UNDER THESE TERMS OF USE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR PENALTIES, INCLUDING WITHOUT LIMITATION, LOSSES OF BUSINESS, REVENUE OR ANTICIPATED PROFITS, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE OR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY CONTRARY TERM HEREIN, LICENSEE AGREES THAT CORELOGIC SHALL NOT BE HELD LIABLE FOR ANY AMOUNT IN EXCESS OF THE AGGREGATE SUM OF ALL PAYMENTS MADE BY LICENSEE TO CORELOGIC DURING THE 3‑MONTH PERIOD ENDING ON THE DATE ANY SUCH LIABILITY ARISES.
    3. Indemnification of CoreLogic. Licensee shall indemnify, defend and hold CoreLogic harmless from and against all claims, losses, liabilities, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising from a claim, suit or proceeding brought against CoreLogic by a third party arising out of or related to: (i) the use of the Sites or Report and its content by the Licensee or Authorized Users, (ii) Licensee’s provision of or CoreLogic’s use of any data, documentation or other materials provided by Customer under this Agreement, and/or (iii) violation of these Terms of Use or Website Terms of Use by Licensee or Authorized users. CoreLogic shall control the defense and any settlement of such claim, and Licensee shall cooperate with CoreLogic in defending against such claim.
  14. Miscellaneous
    1. Publicity. Neither party may make any public statement regarding the relationship contemplated by this Agreement without the other party’s prior written approval.
    2. Assignment. CoreLogic may assign these Terms of Use, in whole or in part, at any time with or without notice to Licensee. Licensee may not assign or transfer any part of this agreement without the written consent of CoreLogic.
    3. Change of Control. Upon a change of control of Licensee (for example, through a stock purchase or sale, merger, or other form of corporate transaction) (a) Licensee will provide written notice to CoreLogic within thirty (30) days after the change of control, and (b) CoreLogic may terminate the license to use the SkyMeasure Report(s) under these Terms of Use any time between the change of control and thirty (30) days after it receives the written notice as provided herein
    4. No Waiver. Failure to enforce any provision herein will not constitute a waiver.
    5. No Third-Party Beneficiaries. There are no third-party beneficiaries to these Terms of Use.
    6. Equitable Relief. Nothing in these Terms of Use will limit either party’s ability to seek equitable relief.
    7. Force Majeure. Neither party will be liable for failure or delay in performance due to conditions beyond its commercially reasonable control (including but not limited to, natural disaster, act of war or terrorism, riot, labor condition, governmental action, unusually severe weather conditions and Internet disturbance).
    8. Relationship of the Parties. Nothing in these Terms of Use or the course of transacting between Licensee and CoreLogic shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between Licensee and CoreLogic, and neither of Licensee or CoreLogic shall have authority to contract for or bind the other in any manner whatsoever.
    9. Notices. All notices must be in writing and addressed as follows:

      To: CoreLogic, Inc. To: Licensee – Attn: Legal Department
      Attn: Contract Management
      10001 Innovation Dr., Suite 100
      Milwaukee, WI 53226
      FAX: 414.302.1657
      E-mail: contractmanagement.ssol@corelogic.com

      Notice will be deemed given (a) when verified by written receipt if sent by personal courier, overnight courier, or mail; or (b) when verified by automated receipt or electronic logs if sent by facsimile or email.
    10. Severability. If any provision of these Terms of Use becomes or is declared invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of these Terms of Use or invalidate or render unenforceable such provision in any other jurisdiction. Upon such determination that any provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify these Terms of Use so as to give effect to the original intent herein as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby can be consummated as originally contemplated to the greatest extent possible.
    11. Dispute Resolution. TRANSACTIONS ASSOCIATED WITH USE OF THE SITES HEREUNDER CONSTITUTE A TRANSACTION IN INTERSTATE COMMERCE AND any claim or controversy arising out of or relating to the use of these Sites or to any acts or omissions for which you may contend CoreLogic is liable, including but not limited to any claim or controversy as to arbitrability ("Dispute"), shall be finally, and exclusively, settled by arbitration PURSUANT TO THE FEDERAL ARBITRATION ACT, 9 U.S.C. § 1 ET SEQ. This section is deemed to be a written agreement to arbitrate pursuant to the Federal Arbitration Act and is intended to satisfy the writing requirement thereunder.

      LICENSEE THUS GIVES UP THE RIGHT TO GO TO COURT TO ASSERT OR DEFEND LICENSEE’S RIGHTS. LICENSEE ALSO GIVES UP LICENSEE’S RIGHT TO PARTICIPATE IN OR BRING CLASS ACTIONS. LICENSEE’S RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY.

      The arbitration will be held before one arbitrator under the arbitration rules of the American Arbitration Association ("AAA") in force at that time. The arbitration will be conducted in Orange County, California. The arbitrator will be selected pursuant to the AAA rules. Should no AAA rule regarding the selection of an arbitrator be in effect, Licensee will select an arbitrator from a panel of arbitrators acceptable to CoreLogic. In any arbitration, CoreLogic will pay the filing fee, plus the costs associated with the first day of arbitration, with the remaining costs of arbitration paid by the non-prevailing party. To begin the arbitration process, a party must make a written demand.

      Any judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitrator will not have the power to multiply actual damages or award consequential, punitive or exemplary damages, and each party irrevocably waives any claim thereto. The agreement to arbitrate will not be construed as an agreement to the joinder or consolidation of an arbitration under these Terms of Use with an arbitration of disputes or claims of any non-party, regardless of the nature of the issues or disputes involved.

      Should a dispute arise and should the arbitration provisions become inapplicable or unenforceable, Licensee agrees that jurisdiction over and venue of any suit will be exclusively in the state and federal courts sitting in Orange County, California. If either party employs attorneys to enforce any right in connection with any dispute or lawsuit the prevailing party is entitled to recover reasonable attorneys' fees.

    12. Governing Law. These Terms of Use and all transactions hereunder shall be governed by and construed in accordance with the laws of the State of California, which apply in all respects including statutes of limitations, without giving effect to its principles of conflict of law. No choice of law rules of any jurisdiction will apply to nullify this choice of law.
    13. Entire Agreement. These Terms of Use together with the Terms of Website Use constitute the parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements, purchase orders, representations, understandings, and negotiations, written or oral, between the parties for CoreLogic Reports.