<table> <tr><td class="blueHeader" align="center">RECORDING DATABASE LICENSE AGREEMENT</td></tr> <tr><td class="orangeText" align="center">”User” is the individual(s) that will access this Database for recording information.</td></tr> <tr><td> </td></tr> <tr><td class="normalText"> 1. Warranties. User's sole warranty is that (i) the Database will function to enable User to use the same for the purposes set forth herein, (ii) ELS will update the Database promptly as new Data becomes available, (iii) ELS shall at all times comply with applicable laws, rules and regulations, (iv) it owns or otherwise has a permissible right to use, for the benefit of User, all intellectual property rights used in connection with this Agreement and (v) the Data and Database shall be free of viruses and disabling devices. Nothing herein guarantees the functionality of the Database beyond this Agreement. THE INFORMATION PROVIDED BY ELS, OR ACCESSED BY USER UNDER THE TERMS OF THIS AGREEMENT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. ELS disclaims any liability if the fee provided through this Database is not accurate and the actual cost to User turns out to be more. The information contained within this Database is only as accurate as the data provided by the applicable governmental recording entity from which the information is obtained. As a result, there may be delays in updating the information contained within the Database. User assumes sole responsibility for how it uses the Data, and ELS assumes no liability for User's use or errors resulting in incorrect recording of documents. More specifically, ELS does not assume responsibility for the recordability of any document, and expressly disclaims all such liability resulting (directly or indirectly) from the fact that a document cannot be recorded for any reason, or where User enters incorrect information. THE FOREGOING SHALL BE THE SOLE AND EXCLUSIVE WARRANTY(IES), AND ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL OR INDIRECT DAMAGES. </td></tr> <tr><td> </td></tr> <tr><td> </td></tr> <tr><td class="normalText"> 2. Use Rights. ELS grants to User a non-exclusive, non-transferable, limited license to use the Database, subject to all conditions contained herein. The Data is limited to use by the User only, for internal purposes and document filing. This Agreement gives User the right to access and use the Database to obtain county specific recording information. </td></tr> <tr><td> </td></tr> <tr><td> </td></tr> <tr><td class="normalText"> 3. Restrictions. The Data cannot be resold to any third party. User is not permitted to store or reproduce this Data in any format and for any reason, except as may be expressly required by law (i.e. RESPA/HUD-1 compliance) or as otherwise needed to record real estate documents. User shall not use the Data to compile its own internal database. </td></tr> <tr><td class="normalText"> 4. Confidentiality and Proprietary Information. User acknowledges that ELS has invested a large amount of resources to develop the Database. ELS is only licensing the use of the Database to User, and User takes no ownership rights in the Database by virtue of this Agreement. User agrees not to duplicate the Database in any manner, and agrees not to create a derivative work of the same. Customer agrees not to disclose any component of the Database to a third party. </td></tr> <tr><td> </td></tr> <tr><td> </td></tr> <tr><td class="normalText"> 5.. Governing Law. This Agreement shall be governed in accordance with the laws of the State of Ohio. </td></tr> <tr><td> </td></tr> <tr><td> </td></tr> <tr><td class="normalText"> 6. Miscellaneous. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements, whether written or oral. In the event a party fails to enforce a right under this Agreement at any one time, such inaction shall not be deemed a waiver to enforce that right in the future. In the event that a court of competent jurisdiction finds any provision under this Agreement to be in violation of any law, such provision shall be void as to the parties, but the remainder of the Agreement shall remain in full force and effect. User is not permitted to assign and/or delegate its rights and obligations under this Agreement, except with the written consent of ELS; except in the case of an internal reorganization, which shall not require written consent.<br /><br /> (a) No news release or any other form of publicity pertaining to this Agreement or the transactions contemplated hereby will be allowed without the prior written consent of User.<br /><br /> (b) This Agreement shall not constitute a partnership, joint venture, agency relationship, fiduciary relationship or other joint enterprise among the parties.<br /><br /> (c) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall together constitute one and the same instrument. Execution may be effected by delivery of facsimiles of signature pages and the parties waive any objection to the use of facsimile signatures in lieu of their paper equivalents for any purpose and in any forum, venue or jurisdiction.<br /><br /> (d) This Agreement is for the sole benefit of the parties hereto and their authorized successors and assigns.<br /><br /> (e) THE PARTIES HERETO HEREBY WAIVE ANY RIGHTS THAT THEY MAY HAVE TO A TRIAL BY JURY OF ANY ACTION, CLAIM, CONTROVERSY OR OTHER MATTER ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE). </td></tr> </table>