TRANSAMERICA INFORMATION MANAGEMENT SERVICES EXHIBIT 10.25
METROSCAN
1860 Howe Avenue, #455
Sacramento, CA 95825
(916) 921-6629
(800) 866-2783
(916) 921-6781 (FAX) PAGE 1 of 4
----- -----
LICENSE AND SUBSCRIPTION AGREEMENT
----------------------------------
Subject to the terms and conditions on the reverse side, Transamerica
Information Management Services ("TIMS") hereby grants a limited non-exclusive,
non-transferable license to use the METROSCAN(TM) CD-ROM databases for the
localities identified below, together with the METROSCAN(TM) Software and
associated manuals and other printed material ("documentation") provided with
this package (hereinafter referred to collectively as "METROSCAN(TM)") to the
following person (hereinafter referred to as the "Licensee"):
LICENSE
(SOLD TO) (BILL TO)
Name COMPS Name S A M E
-------------------------------- -------------------------------
Company COMPS Company____________________________
-----------------------------
Address 5414 Oberlin Drive #300 Address____________________________
-----------------------------
City San Diego State CA Zip 92121 City______ State ____ Zip ________
----------- ---- -----
Phone 457-2274 FAX: 597-4886 Phone __________ FAX: ________
---------- ---------
BUSINESS TYPE: Com. R.E. Info
----------------------
Subject to the terms and conditions on the reverse side, TIMS agrees to
provide the licensee with METROSCAN(TM) for the following localities, and to
update those databases on a monthly basis.: MidMonth Updates Where Avail.
----
San Diego COUNTY DATA/MAPS/BOTH _____ X _____ = 1295.00
- --------------------------- ---- -------
---- ----
Los Angeles (A-B-C) COUNTY DATA/MAPS/BOTH _____ X _____ = 2250.00
- --------------------------- ---- ---- -------
----
Orange COUNTY DATA/MAPS/BOTH _____ X _____ = 500.00
- --------------------------- ---- -------
----
Riverside COUNTY DATA/MAPS/BOTH _____ X _____ = 500.00
- --------------------------- ---- -------
----
San Bernadino COUNTY DATA/MAPS/BOTH _____ X _____ = 500.00
- --------------------------- ---- -------
___________________________ NETWORKING FEES (IF APPLICABLE) = _______
CD-ROM DRIVE REQUIREMENT: = _______
HARDWARE/SOFTWARE: = _______
Diskette Type: [ ] 5 1/4" [ X ] 3 1/2
- -----------------------------------------
SPECIAL INSTRUCTIONS
- -----------------------------------------
Invoice for full amt on page #4
- ----------------------------------
__________________________________
__________________________________
__________________________________
__________________________________
__________________________________
- -----------------------------------------
PAYMENT TERMS: All invoices are due and payable upon receipt. Unpaid invoices
are subject to late charges. MetroScan(TM) shipments will be suspended on past-
due accounts.
Term of the agreement shall be for 12 months commencing 12/1 1992 to 12/1 1993
-- ---- ---- ---- ----
and is non-cancelable for that period; except that TIMS may terminate this
Agreement at any time for non payment of the license fee or if Licensee fails to
comply with any provision of this Agreement. This Agreement shall automatically
renew annually unless written notice of cancellation is given by either party 60
days prior to the expiration date of each term.
_______ My check the amount of $_________________ is enclosed.
_______ Please charge my _____ VISA _____ MASTERCARD
Card Number: ____________ Expiration Date: __________
EQUIPMENT REQUIREMENTS:
IBM-PC/XT/AT, 386, PS/2 or compatible with 640K of RAM Computer Model:_____________________
Microsoft DOS___________ Amount of Memory:___________________
Hard Disk (must have 2 mb of free space per county) DOS Version:________________________
Available expansion slot Amount of Free Space on Hard Disk___
Maps require VGA or EGA monitor & card Monitor/Graphics Card:______________
WARNING! I HAVE BEEN INFORMED THAT I SHOULD BACK UP MY HARD DISK PRIOR TO THE
INSTALLATION OF THE METROSCAN(TM) CD-ROM DRIVE INTERFACE CARD. I HOLD TIMS
HARMLESS FOR THE INSTALLATION.
Licensee's Initials: _______________
TERMS AND CONDITIONS
--------------------
CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE YOU
ENTER THIS LICENSE AGREEMENT. YOUR SIGNATURE BELOW
CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.
OWNERSHIP OF METROSCAN(TM)
MetroScan(TM) shall remain the property of Transamerica Information Management
Services (TIMS) at all times and shall be surrendered to TIMS at the licensee's
expense at such time as the License and Subscription Agreement shall be
terminated. TIMS reserve the right to request that Licensee return all CD-ROM's,
monthly updates, and documentation within 10 days of receipt of each new month's
updates.
PROHIBITED USES/YOU MAY:
. Use MetroScan(TM) on any compatible computer, provided you use it only
one computer at a time.
. Use MetroScan(TM) on a network, file server or virtual disk, provided
that access is limited to one user at a time and that you have the original copy
of the documentation and the program disks. If MetroScan is used by multiple-
users on a network, then each network node will bear a surcharge for MetroScan's
network pricing schedule. TIMS is not responsible for the functionality or
performance of the network operating system or software.
PROHIBITED USES/YOU MAY NOT
---
. Make copies of the documentation or program disks, except as described
in the documentation.
. Loan, rent, sub-license, or otherwise transfer the software or the
documentation, except as provided above.
. Alter, modify or adapt the software or documentation, including, but
not limited to, translating, decompiling, disassembling or creating derivative
works.
Licensee if not permitted to download more than 5,000 data records without
explicit written permission from licensor.
THIS LICENSE AND YOUR RIGHT TO USE THE SOFTWARE AUTOMATICALLY TERMINATE IF YOU
FAIL TO COMPLY WITH ANY PROVISION OF THIS LICENSE AGREEMENT. UPON TERMINATION,
YOU WILL IMMEDIATELY RETURN ALL DOCUMENTATION AND DISKS. LIMITED WARRANTY
LIMITED WARRANTY
TIMS warrants that MetroScan(TM) will substantially conform to published
specifications and to the documentation, provided that it is used on the
computer hardware and with the operating system for which it was designed.
TIMS also warrants that the magnetic media on which the software is distributed
and the documentation are free from defects in materials and workmanship. TIMS
will replace defective media or documentation or correct substantial software
errors at no charge, provided Licensee returns the item with dated proof of
payment to TIMS within ten (10) days of the date of delivery. If TIMS is unable
to replace defective media or documentation or to correct substantial software
errors, TIMS will refund the license fee. These are the Licensee's sole remedies
for any breach of warranty.
DISCLAIMER
(1) EXCEPT AS SPECIFICALLY PROVIDED ABOVE, TIMS MAKES NO WARRANTY OR
REPRESENTATION, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THIS SOFTWARE OR
DOCUMENTATION, INCLUDING THEIR QUALITY, PERFORMANCE, MERCHANTABILITY, OR FITNESS
FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL TIMS BE LIABLE FOR DIRECT, INDIRECT,
SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR
INABILITY TO USE METROSCAN(TM) (AND/OR ASSOCIATED SOFTWARE OR DOCUMENTATION),
EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In particular, TIMS is not
responsible for any costs, including, but not limited to, those incurred as a
result of lost profits or revenue, loss of MetroScan(TM), loss of data, the cost
of recovering such software or data, the cost of substitute software, or claims
by third parties. In no case shall TIMS' liability exceed the amount of the
license fee.
(2) The information contained in MetroScan(TM) has been compiled from
public records. However, it does not represent the official records of the
County Assessor. These records are for information purposes only. No liability
is assumed by the County Assessor or TIMS for the accuracy or completeness of
this information. The user is directed to the office of the County Assessor for
official assessment records.
(3) THE WARRANTY AND LIMITATIONS SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU
OF ALL OTHERS, ORAL OR WRITTEN, EXPRESS OR IMPLIED. No TIMS dealer,
distributor, agent, or employee is authorized to make any modification or
addition to the Limited Warranty set forth above.
(4) Some states do not allow the exclusion or limitation of implied
warranties or limitations of liability for incidental or consequential damages,
so the above limitations or exclusions may not apply to this License.
NOTE: All orders are subject to approval by TIMS.
SUBSCRIBER SEE PAGE 4 TRANSAMERICA INFORMATION MANAGEMENT
---------------------- REPRESENTATIVE ______________________
AUTHORIZED SIGNATURE
DATE: ___________________________ DATE: ___________________________
/s/ Christopher A. Crane 12/17/92 APPROVED BY: /s/ James E. Gregg
DATE: 12/17/92
------------------------------
TRANSAMERICA INFORMATION MANAGEMENT SERVICES Supercedes all previous agreements
METROSCAN
1860 Howe Avenue, #455
Sacramento, CA 95825
(916) 921-6629
(800) 866-2783
(916) 921-6781 (FAX) PAGE 2 of 4
----- -----
LICENSE AND SUBSCRIPTION AGREEMENT
----------------------------------
Subject to the terms and conditions on the reverse side, Transamerica
Information Management Services ("TIMS") hereby grants a limited non-exclusive,
non-transferable license to use the METROSCAN(TM) CD-ROM databases for the
localities identified below, together with the METROSCAN(TM) Software and
associated manuals and other printed material ("documentation") provided with
this package (hereinafter referred to collectively as "METROSCAN(TM)") to the
following person (hereinafter referred to as the "Licensee"):
LICENSE
(SOLD TO) (BILL TO)
Name________________________________ Name_______________________________
Company COMPS Company____________________________
-----------------------------
Address_____________________________ Address____________________________
City___________ State ____ Zip _____ City_______ State ____ Zip ________
Phone__________ FAX:_________ Phone __________ FAX: ________
BUSINESS TYPE:
----------------------
Subject to the terms and conditions on the reverse side, TIMS agrees to
provide the licensee with METROSCAN(TM) for the following localities, and to
update those databases on a monthly basis.: (MidMonth Updates Where Avail.)
----
VENTURA COUNTY DATA/MAPS/BOTH _____ X _____ = 500.00
- --------------------------- ---- -------
----
CLARK, NV COUNTY DATA/MAPS/BOTH _____ X _____ = 500.00
- --------------------------- ---- -------
----
KING COUNTY DATA/MAPS/BOTH _____ X _____ = 500.00
- --------------------------- ---- -------
----
SNOHOMISH COUNTY DATA/MAPS/BOTH _____ X _____ = 500.00
- --------------------------- ---- -------
----
PIERCE COUNTY DATA/MAPS/BOTH _____ X _____ = 500.00
- --------------------------- ---- -------
___________________________ NETWORKING FEES (IF APPLICABLE) = _______
CD-ROM DRIVE REQUIREMENT: = _______
HARDWARE/SOFTWARE: = _______
Diskette Type: [ ] 5 1/4" [ X ] 3 1/2
- ------------------------------------
SPECIAL INSTRUCTIONS
- ------------------------------------
__________________________________
__________________________________
__________________________________
__________________________________
__________________________________
__________________________________
- ------------------------------------
PAYMENT TERMS: All invoices are due and payable upon receipt. Unpaid invoices
are subject to late charges. MetroScan(TM) shipments will be suspended on past-
due accounts.
Term of the agreement shall be for 12 months commencing 12/1 1992 to 12/1 1993
-- ---- ---- ---- ----
and is non-cancelable for that period; except that TIMS may terminate this
Agreement at any time for non payment of the license fee or if Licensee fails to
comply with any provision of this Agreement. This Agreement shall automatically
renew annually unless written notice of cancellation is given by either party 60
days prior to the expiration date of each term.
_______ My check the amount of $_________________ is enclosed.
_______ Please charge my _____ VISA _____ MASTERCARD
Card Number: ____________ Expiration Date: __________
EQUIPMENT REQUIREMENTS:
IBM-PC/XT/AT, 386, PS/2 or compatible with 640K of RAM Computer Model:_____________________
Microsoft DOS___________ Amount of Memory:___________________
Hard Disk (must have 2 mb of free space per county) DOS Version:________________________
Available expansion slot Amount of Free Space on Hard Disk___
Maps require VGA or EGA monitor & card Monitor/Graphics Card:______________
WARNING! I HAVE BEEN INFORMED THAT I SHOULD BACK UP MY HARD DISK PRIOR TO THE
INSTALLATION OF THE METROSCAN(TM) CD-ROM DRIVE INTERFACE CARD. I HOLD TIMS
HARMLESS FOR THE INSTALLATION.
Licensee's Initials: _______________
TERMS AND CONDITIONS
--------------------
CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE YOU ENTER THIS LICENSE
AGREEMENT.
YOUR SIGNATURE BELOW CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.
OWNERSHIP OF METROSCAN(TM)
MetroScan(TM) shall remain the property of Transamerica Information Management
Services (TIMS) at all times and shall be surrendered to TIMS at the licensee's
expense at such time as the License and Subscription Agreement shall be
terminated. TIMS reserve the right to request that Licensee return all CD-ROM's,
monthly updates, and documentation within 10 days of receipt of each new month's
updates.
PROHIBITED USES/YOU MAY:
. Use MetroScan(TM) on any compatible computer, provided you use it only
one computer at a time.
. Use MetroScan(TM) on a network, file server or virtual disk, provided
that access is limited to one user at a time and that you have the original copy
of the documentation and the program disks. If MetroScan is used by multiple-
users on a network, then each network node will bear a surcharge for MetroScan's
network pricing schedule. TIMS is not responsible for the functionality or
performance of the network operating system or software.
PROHIBITED USES/YOU MAY NOT
---
. Make copies of the documentation or program disks, except as described
in the documentation.
. Loan, rent, sub-license, or otherwise transfer the software or the
documentation, except as provided above.
. Alter, modify or adapt the software or documentation, including, but
not limited to, translating, decompiling, disassembling or creating derivative
works.
Licensee if not permitted to download more than 5,000 data records without
explicit written permission from licensor.
THIS LICENSE AND YOUR RIGHT TO USE THE SOFTWARE AUTOMATICALLY TERMINATE IF YOU
FAIL TO COMPLY WITH ANY PROVISION OF THIS LICENSE AGREEMENT. UPON TERMINATION,
YOU WILL IMMEDIATELY RETURN ALL DOCUMENTATION AND DISKS. LIMITED WARRANTY
LIMITED WARRANTY
TIMS warrants that MetroScan(TM) will substantially conform to published
specifications and to the documentation, provided that it is used on the
computer hardware and with the operating system for which it was designed.
TIMS also warrants that the magnetic media on which the software is distributed
and the documentation are free from defects in materials and workmanship. TIMS
will replace defective media or documentation or correct substantial software
errors at no charge, provided Licensee returns the item with dated proof of
payment to TIMS within ten (10) days of the date of delivery. If TIMS is unable
to replace defective media or documentation or to correct substantial software
errors, TIMS will refund the license fee. These are the Licensee's sole remedies
for any breach of warranty.
DISCLAIMER
(1) EXCEPT AS SPECIFICALLY PROVIDED ABOVE, TIMS MAKES NO WARRANTY OR
REPRESENTATION, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THIS SOFTWARE OR
DOCUMENTATION, INCLUDING THEIR QUALITY, PERFORMANCE, MERCHANTABILITY, OR FITNESS
FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL TIMS BE LIABLE FOR DIRECT, INDIRECT,
SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR
INABILITY TO USE METROSCAN(TM) (AND/OR ASSOCIATED SOFTWARE OR DOCUMENTATION),
EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In particular, TIMS is not
responsible for any costs, including, but not limited to, those incurred as a
result of lost profits or revenue, loss of MetroScan(TM), loss of data, the cost
of recovering such software or data, the cost of substitute software, or claims
by third parties. In no case shall TIMS' liability exceed the amount of the
license fee.
(2) The information contained in MetroScan(TM) has been compiled from
public records. However, it does not represent the official records of the
County Assessor. These records are for information purposes only. No liability
is assumed by the County Assessor or TIMS for the accuracy or completeness of
this information. The user is directed to the office of the County Assessor for
official assessment records.
(3) THE WARRANTY AND LIMITATIONS SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU
OF ALL OTHERS, ORAL OR WRITTEN, EXPRESS OR IMPLIED. No TIMS dealer,
distributor, agent, or employee is authorized to make any modification or
addition to the Limited Warranty set forth above.
(4) Some states do not allow the exclusion or limitation of implied
warranties or limitations of liability for incidental or consequential damages,
so the above limitations or exclusions may not apply to this License.
NOTE: All orders are subject to approval by TIMS.
SUBSCRIBER SEE PAGE 4 TRANSAMERICA INFORMATION MANAGEMENT
----------------------- REPRESENTATIVE ______________________
AUTHORIZED SIGNATURE
DATE:----------------------------- DATE: _______________________________
/s/ Christopher A. Crane 12/17/92 APPROVED BY: /s/ James E. Gregg
-------------------------
DATE: 12/17/92
--------------------------------
TRANSAMERICA INFORMATION MANAGEMENT SERVICES Supercedes all previous agreement
METROSCAN
1860 Howe Avenue, #455
Sacramento, CA 95825
(916) 921-6629
(800) 866-2783
(916) 921-6781 (FAX) PAGE 3 of 4
----- -----
LICENSE AND SUBSCRIPTION AGREEMENT
----------------------------------
Subject to the terms and conditions on the reverse side, Transamerica
Information Management Services ("TIMS") hereby grants a limited non-exclusive,
non-transferable license to use the METROSCAN(TM) CD-ROM databases for the
localities identified below, together with the METROSCAN(TM) Software and
associated manuals and other printed material ("documentation") provided with
this package (hereinafter referred to collectively as "METROSCAN(TM)") to the
following person (hereinafter referred to as the "Licensee"):
LICENSE
(SOLD TO) (BILL TO)
Name________________________________ Name_______________________________
Company COMPS Company____________________________
-----------------------------
Address_____________________________ Address____________________________
City___________ State ____ Zip _____ City ______ State _____ Zip ______
Phone _________ FAX: _________ Phone __________ FAX: ________
BUSINESS TYPE:______________________
Subject to the terms and conditions on the reverse side, TIMS agrees to
provide the licensee with METROSCAN(TM) for the following localities, and to
update those databases on a monthly basis.: (MidMonth Updates Where Avail.)
----
ALAMEDA COUNTY DATA/MAPS/BOTH _____ X _____ = 500.00
- --------------------------- ---- -------
----
SAN FRANCISCO COUNTY DATA/MAPS/BOTH _____ X _____ = 500.00
- --------------------------- ---- -------
----
MARIN COUNTY DATA/MAPS/BOTH _____ X _____ = 500.00
- --------------------------- ---- -------
----
SANTA CLARA COUNTY DATA/MAPS/BOTH _____ X _____ = 500.00
- --------------------------- ---- -------
----
CONTRA COSTA COUNTY DATA/MAPS/BOTH _____ X _____ = 500.00
- --------------------------- ---- -------
___________________________ NETWORKING FEES (IF APPLICABLE) = _______
CD-ROM DRIVE REQUIREMENT: = _______
HARDWARE/SOFTWARE: = _______
Diskette Type: [ ] 5 1/4" [ X ] 3 1/2
- ---------------------------------------
SPECIAL INSTRUCTIONS
- ---------------------------------------
__________________________________
__________________________________
__________________________________
__________________________________
__________________________________
__________________________________
- ---------------------------------------
PAYMENT TERMS: All invoices are due and payable upon receipt. Unpaid invoices
are subject to late charges. MetroScan(TM) shipments will be suspended on past-
due accounts.
Term of the agreement shall be for 12 months commencing 12/1 1992 to 12/1 1993
-- ---- ---- ---- ----
and is non-cancelable for that period; except that TIMS may terminate this
Agreement at any time for non payment of the license fee or if Licensee fails to
comply with any provision of this Agreement. This Agreement shall automatically
renew annually unless written notice of cancellation is given by either party 60
days prior to the expiration date of each term.
_______ My check the amount of $_________________ is enclosed.
_______ Please charge my _____ VISA _____ MASTERCARD
Card Number: ____________ Expiration Date: __________
EQUIPMENT REQUIREMENTS:
IBM-PC/XT/AT, 386, PS/2 or compatible with 640K of RAM Computer Model:_____________________
Microsoft DOS___________ Amount of Memory:___________________
Hard Disk (must have 2 mb of free space per county) DOS Version:________________________
Available expansion slot Amount of Free Space on Hard Disk___
Maps require VGA or EGA monitor & card Monitor/Graphics Card:______________
WARNING! I HAVE BEEN INFORMED THAT I SHOULD BACK UP MY HARD DISK PRIOR TO THE
INSTALLATION OF THE METROSCAN(TM) CD-ROM DRIVE INTERFACE CARD. I HOLD TIMS
HARMLESS FOR THE INSTALLATION.
Licensee's Initials: _______________
TERMS AND CONDITIONS
--------------------
CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE YOU ENTER THIS LICENSE
AGREEMENT.
YOUR SIGNATURE BELOW CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.
OWNERSHIP OF METROSCAN(TM)
MetroScan(TM) shall remain the property of Transamerica Information Management
Services (TIMS) at all times and shall be surrendered to TIMS at the licensee's
expense at such time as the License and Subscription Agreement shall be
terminated. TIMS reserve the right to request that Licensee return all CD-ROM's,
monthly updates, and documentation within 10 days of receipt of each new month's
updates.
PROHIBITED USES/YOU MAY:
. Use MetroScan(TM) on any compatible computer, provided you use it only
one computer at a time.
. Use MetroScan(TM) on a network, file server or virtual disk, provided
that access is limited to one user at a time and that you have the original copy
of the documentation and the program disks. If MetroScan is used by multiple-
users on a network, then each network node will bear a surcharge for MetroScan's
network pricing schedule. TIMS is not responsible for the functionality or
performance of the network operating system or software.
PROHIBITED USES/YOU MAY NOT
---
. Make copies of the documentation or program disks, except as described
in the documentation.
. Loan, rent, sub-license, or otherwise transfer the software or the
documentation, except as provided above.
. Alter, modify or adapt the software or documentation, including, but
not limited to, translating, decompiling, disassembling or creating derivative
works.
Licensee if not permitted to download more than 5,000 data records without
explicit written permission from licensor.
THIS LICENSE AND YOUR RIGHT TO USE THE SOFTWARE AUTOMATICALLY TERMINATE IF YOU
FAIL TO COMPLY WITH ANY PROVISION OF THIS LICENSE AGREEMENT. UPON TERMINATION,
YOU WILL IMMEDIATELY RETURN ALL DOCUMENTATION AND DISKS. LIMITED WARRANTY
LIMITED WARRANTY
TIMS warrants that MetroScan(TM) will substantially conform to published
specifications and to the documentation, provided that it is used on the
computer hardware and with the operating system for which it was designed.
TIMS also warrants that the magnetic media on which the software is distributed
and the documentation are free from defects in materials and workmanship. TIMS
will replace defective media or documentation or correct substantial software
errors at no charge, provided Licensee returns the item with dated proof of
payment to TIMS within ten (10) days of the date of delivery. If TIMS is unable
to replace defective media or documentation or to correct substantial software
errors, TIMS will refund the license fee. These are the Licensee's sole remedies
for any breach of warranty.
DISCLAIMER
(1) EXCEPT AS SPECIFICALLY PROVIDED ABOVE, TIMS MAKES NO WARRANTY OR
REPRESENTATION, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THIS SOFTWARE OR
DOCUMENTATION, INCLUDING THEIR QUALITY, PERFORMANCE, MERCHANTABILITY, OR FITNESS
FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL TIMS BE LIABLE FOR DIRECT, INDIRECT,
SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR
INABILITY TO USE METROSCAN(TM) (AND/OR ASSOCIATED SOFTWARE OR DOCUMENTATION),
EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In particular, TIMS is not
responsible for any costs, including, but not limited to, those incurred as a
result of lost profits or revenue, loss of MetroScan(TM), loss of data, the cost
of recovering such software or data, the cost of substitute software, or claims
by third parties. In no case shall TIMS' liability exceed the amount of the
license fee.
(2) The information contained in MetroScan(TM) has been compiled from
public records. However, it does not represent the official records of the
County Assessor. These records are for information purposes only. No liability
is assumed by the County Assessor or TIMS for the accuracy or completeness of
this information. The user is directed to the office of the County Assessor for
official assessment records.
(3) THE WARRANTY AND LIMITATIONS SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU
OF ALL OTHERS, ORAL OR WRITTEN, EXPRESS OR IMPLIED. No TIMS dealer,
distributor, agent, or employee is authorized to make any modification or
addition to the Limited Warranty set forth above.
(4) Some states do not allow the exclusion or limitation of implied
warranties or limitations of liability for incidental or consequential damages,
so the above limitations or exclusions may not apply to this License.
NOTE: All orders are subject to approval by TIMS.
TRANSAMERICA INFORMATION MANAGEMENT
REPRESENTATIVE ____________________
DATE: _____________________________
APPROVED BY: /s/ James E. Gregg
----------------------
DATE: 12/17/92
------------------------------
SUBSCRIBER SEE PAGE 4
------------------------
AUTHORIZED SIGNATURE
DATE: _______________________________
/s/ Christopher A. Crane 12/17/98
TRANSAMERICA INFORMATION MANAGEMENT SERVICES Supercedes all previous agreements
METROSCAN
1860 Howe Avenue, #455
Sacramento, CA 95825
(916) 921-6629
(800) 866-2783
(916) 921-6781 (FAX) PAGE 4 of 4
----- -----
LICENSE AND SUBSCRIPTION AGREEMENT
----------------------------------
Subject to the terms and conditions on the reverse side, Transamerica
Information Management Services ("TIMS") hereby grants a limited non-exclusive,
non-transferable license to use the METROSCAN(TM) CD-ROM databases for the
localities identified below, together with the METROSCAN(TM) Software and
associated manuals and other printed material ("documentation") provided with
this package (hereinafter referred to collectively as "METROSCAN(TM)") to the
following person (hereinafter referred to as the "Licensee"):
LICENSE
(SOLD TO) (BILL TO)
Name________________________________ Name ______________________________
Company COMPS Company____________________________
-----------------------------
Address_____________________________ Address____________________________
City _________ State ____ Zip _____ City ______ State ____ Zip ________
Phone _________ FAX: _________ Phone __________ FAX:_________
BUSINESS TYPE:______________________
Subject to the terms and conditions on the reverse side, TIMS agrees to
provide the licensee with METROSCAN(TM) for the following localities, and to
update those databases on a monthly basis.: (MidMonth Updates Where Avail.)
----
SAN JOAQUIN COUNTY DATA/MAPS/BOTH _____ X _____ = 500.00
- --------------------------- ---- --------
----
STANISLAUS COUNTY DATA/MAPS/BOTH _____ X _____ = 500.00
- --------------------------- ---- --------
----
SACRAMENTO COUNTY DATA/MAPS/BOTH _____ X _____ = 500.00
- --------------------------- ---- --------
----
SONOMA COUNTY DATA/MAPS/BOTH _____ X _____ = 500.00
- --------------------------- ---- --------
----
SAN MATEO COUNTY DATA/MAPS/BOTH _____ X _____ = 500.00
- --------------------------- ---- --------
___________________________ Subtotal = 12545.00
--------
Less 25% = *3136.25
--------
* means less than
Diskette Type: [ ] 5 1/4" [ X ] 3 1/2
- -------------------------------------------------------------------------------------
SPECIAL INSTRUCTIONS SUBTOTAL: $ 9408.75
---------------
State Sales Tax $_______________
- -------------------------------------------------------------------------------------
__________________________________ Account Initiation Fee $_____________
TAX-EXEMPT-CA RESALE # (Training, Software
- ---------------------------------- Support, Customer Hotline and Freight)
SEE ATTACHED CARD Installation Fee $ 9408.75
- ---------------------------------- -------------
__________________________________ TOTAL PRICE $_____________
__________________________________ LESS DEPOSIT $_____________
__________________________________ BALANCE DUE $_____________
- -------------------------------------------------------------------------------------
PAYMENT TERMS: All invoices are due and payable upon receipt. Unpaid invoices
are subject to late charges. MetroScan(TM) shipments will be suspended on past-
due accounts.
Term of the agreement shall be for 12 months commencing 12/1 1992 to 12/1 1993
-- ---- ---- ---- ----
and is non-cancelable for that period; except that TIMS may terminate this
Agreement at any time for non payment of the license fee or if Licensee fails to
comply with any provision of this Agreement. This Agreement shall automatically
renew annually unless written notice of cancellation is given by either party 60
days prior to the expiration date of each term.
_______ My check the amount of $_________________ is enclosed.
_______ Please charge my _____ VISA _____ MASTERCARD
Card Number: ____________ Expiration Date: __________
EQUIPMENT REQUIREMENTS:
IBM-PC/XT/AT, 386, PS/2 or compatible with 640K of RAM Computer Model:_____________________
Microsoft DOS___________ Amount of Memory:___________________
Hard Disk (must have 2 mb of free space per county) DOS Version:________________________
Available expansion slot Amount of Free Space on Hard Disk___
Maps require VGA or EGA monitor & card Monitor/Graphics Card:______________
WARNING! I HAVE BEEN INFORMED THAT I SHOULD BACK UP MY HARD DISK PRIOR TO THE
INSTALLATION OF THE METROSCAN(TM) CD-ROM DRIVE INTERFACE CARD. I HOLD TIMS
HARMLESS FOR THE INSTALLATION.
Licensee's Initials: _______________
TERMS AND CONDITIONS
--------------------
CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE YOU ENTER THIS LICENSE
AGREEMENT. YOUR SIGNATURE BELOW CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS AND
CONDITIONS.
OWNERSHIP OF METROSCAN(TM)
MetroScan(TM) shall remain the property of Transamerica Information Management
Services (TIMS) at all times and shall be surrendered to TIMS at the licensee's
expense at such time as the License and Subscription Agreement shall be
terminated. TIMS reserve the right to request that Licensee return all CD-ROM's,
monthly updates, and documentation within 10 days of receipt of each new month's
updates.
PROHIBITED USES/YOU MAY:
. Use MetroScan(TM) on any compatible computer, provided you use it only
one computer at a time.
. Use MetroScan(TM) on a network, file server or virtual disk, provided
that access is limited to one user at a time and that you have the original copy
of the documentation and the program disks. If MetroScan is used by multiple-
users on a network, then each network node will bear a surcharge for MetroScan's
network pricing schedule. TIMS is not responsible for the functionality or
performance of the network operating system or software.
PROHIBITED USES/YOU MAY NOT
---
. Make copies of the documentation or program disks, except as described
in the documentation.
. Loan, rent, sub-license, or otherwise transfer the software or the
documentation, except as provided above.
. Alter, modify or adapt the software or documentation, including, but
not limited to, translating, decompiling, disassembling or creating derivative
works.
Licensee if not permitted to download more than 5,000 data records without
explicit written permission from licensor.
THIS LICENSE AND YOUR RIGHT TO USE THE SOFTWARE AUTOMATICALLY TERMINATE IF YOU
FAIL TO COMPLY WITH ANY PROVISION OF THIS LICENSE AGREEMENT. UPON TERMINATION,
YOU WILL IMMEDIATELY RETURN ALL DOCUMENTATION AND DISKS. LIMITED WARRANTY
LIMITED WARRANTY
TIMS warrants that MetroScan(TM) will substantially conform to published
specifications and to the documentation, provided that it is used on the
computer hardware and with the operating system for which it was designed.
TIMS also warrants that the magnetic media on which the software is distributed
and the documentation are free from defects in materials and workmanship. TIMS
will replace defective media or documentation or correct substantial software
errors at no charge, provided Licensee returns the item with dated proof of
payment to TIMS within ten (10) days of the date of delivery. If TIMS is unable
to replace defective media or documentation or to correct substantial software
errors, TIMS will refund the license fee. These are the Licensee's sole remedies
for any breach of warranty.
DISCLAIMER
(1) EXCEPT AS SPECIFICALLY PROVIDED ABOVE, TIMS MAKES NO WARRANTY OR
REPRESENTATION, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THIS SOFTWARE OR
DOCUMENTATION, INCLUDING THEIR QUALITY, PERFORMANCE, MERCHANTABILITY, OR FITNESS
FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL TIMS BE LIABLE FOR DIRECT, INDIRECT,
SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR
INABILITY TO USE METROSCAN(TM) (AND/OR ASSOCIATED SOFTWARE OR DOCUMENTATION),
EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In particular, TIMS is not
responsible for any costs, including, but not limited to, those incurred as a
result of lost profits or revenue, loss of MetroScan(TM), loss of data, the cost
of recovering such software or data, the cost of substitute software, or claims
by third parties. In no case shall TIMS' liability exceed the amount of the
license fee.
(2) The information contained in MetroScan(TM) has been compiled from
public records. However, it does not represent the official records of the
County Assessor. These records are for information purposes only. No liability
is assumed by the County Assessor or TIMS for the accuracy or completeness of
this information. The user is directed to the office of the County Assessor for
official assessment records.
(3) THE WARRANTY AND LIMITATIONS SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU
OF ALL OTHERS, ORAL OR WRITTEN, EXPRESS OR IMPLIED. No TIMS dealer,
distributor, agent, or employee is authorized to make any modification or
addition to the Limited Warranty set forth above.
(4) Some states do not allow the exclusion or limitation of implied
warranties or limitations of liability for incidental or consequential damages,
so the above limitations or exclusions may not apply to this License.
NOTE: All orders are subject to approval by TIMS.
TRANSAMERICA INFORMATION MANAGEMENT
SUBSCRIBER /s/ Christopher A. Crane REPRESENTATIVE JAMES S. GREGG
------------------------------- --------------------
AUTHORIZED SIGNATURE PRESIDENT
DATE: _____________________________
DATE: 12/17/92 APPROVED BY: /s/ James E. Gregg
------------------------------------- ----------------------
DATE: 12/17/92
------------------------------
ADDENDUM TO LICENSE AND SUBSCRIPTION AGREEMENT
BETWEEN
BUSINESS REAL ESTATE INFORMATION CORP.
AND
TRANSAMERICA INFORMATION MANAGEMENT SERVICES
The License and Subscription Agreement ("Agreement") between Business Real
Estate Information Corp., dba COMPS ("COMPS") and Transamerica Information
Management Services ("TIMS") for METROSCAN services is clarified or modified in
the following respects:
1. ANNUAL PRICING: The prices set forth in the Agreement are annual charges
and are due and payable at the beginning of the 1 year term.
2. DELIVERIES AND ACCESS TO INFORMATION: TIMS will use its best efforts to
deliver periodic updates of METROSCAN information to COMPS on a first priority
basis. TIMS will make METROSCAN data available to COMPS for those counties to
which COMPS has subscribed through its planned on-line services, modern transfer
or floppy disks services as soon as they become available, and permit COMPS
access to that information as frequently as reasonably possible.
3. USE OF MERTOSCAN INFORMATION. TIMS acknowledges that COMPS will be using
the METROSCAN information it receives in connection with its activities as a
provider of "value added information". It is agreed, therefore, that COMPS may
use the METROSCAN information in the following ways:
A. COMPS may use the information for initial research purposes and then
republish that information in a "value added" format, i.e. in
conjunction with additional information obtained by COMPS from other
sources or through it own research.
B. COMPS may directly publish copies of the METROSCAN maps provided as
part of the service, with appropriate credit to METROCSAN and
protections for METROSCAN'S copyrights and trademarks.
C. COMPS may use the METROSCAN information through a local area network
wholly within the COMPS offices.
D. COMPS understand that METROSCAN data will be used in conjunction with
existing COMPS services. This information will not be sold or
distributed to any organization outside of COMPS.
4. PROSPECT LIST - BROKERS: COMPS will provide names to TIMS from its
Qualified Prospect List of Brokers at a 25% discount off the regular published
price, with the understanding that TIMS will not republish this information or
any other information which may be published by or obtained from COMPS, either
alone or together with other information, without COMPS' prior written approval.
5. RIGHT TO RENEW: At the end of each of the initial term of the Agreement and
each of the 9 year following the initial term of the Agreement, COMPS shall have
the right to renew this Agreement for an additional year on the following terms:
A. The annual pricing on a renewal of the Agreement shall be the same as
the initial pricing, plus any regular price increase instituted by
TIMS effective for that renewal year, but adjusted to account for the
25% discount granted to COMPS in the Agreement's initial pricing. The
annual fee shall be paid by COMPS at the commencement of the renewal
term.
B. At any time during the term of the original Agreement or any renewal
thereof, COMPS may add or reinstate, at the end of any term
discontinue, the METROSCAN service for any county for which the
METROSCAN service of offered. Pricing shall reflect the initial 25%
discount and, for additions or reinstatements during the term of an
Agreement, will be prorated on an annual basis. Payment for additions
or reinstatements during the term of the Agreement will be made at the
time of the addition or reinstatement.
6. SUCCESSORS: The Agreement be assumed by successors to COMPS in the provision
of the value added information services it currently or in the future may offer.
Business Real Estate Information Corp.
By: /s/ Christopher A. Crane, President
12/17/92
Transamerica Information Management Services
By: /s/ James E. Gregg
Vice President 12/17/92