©2018 First American Financial Corporation. All rights reserved.
2. Onboarding/Credentialing. Before you can access or use the First American APIs you will be required to register with, and be credentialed by, First American. The information you provide during the registration and credentialing process must be accurate and complete and must be updated when it changes. First American retains sole discretion over the registration and credentialing process. If your registration is accepted and you are credentialed you will be given login credentials in the form of a username and password, as well as any other authentication information we determine to be necessary, such as a unique electronic security key and tokens, to access and use the First American APIs (“Authentication Credentials”). The Authentication Credentials must be held in strict confidence, and are considered to be First American Confidential Information. You are responsible for all activity, including all activity of your employees, in connection with use of a First American API. Licensee will be required to use the Authentication Credentials to access the First American APIs and any updates or subsequent versions of the First American APIs that First American may release from time to time in its sole discretion.
7. Fees. The fees charged to Licensee for access to and use of the First American APIs will be established in a Services Agreement or other written documentation between the parties. First American reserves the right to update or change its fees for access to or use of the First American APIs in its sole discretion.
9.1 Confidential Information. “Confidential Information” means any information disclosed by either party or its affiliates to the other party or its affiliates, either directly or indirectly, in any form, including, without limitation, all technical and non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, processes, marketing brochures, documents, business, financial and marketing plans, algorithms, software programs, source code, ideas, inventions (whether patentable or not), technology and product roadmaps, present and future product integration plans, trade secrets, information on strategic partnerships and alliances and customer relationships, lists of customer names, customer and/or consumer-related information (including any nonpublic personal information as defined by federal law, including, but not limited to, the Gramm-Leach-Bliley Act, as it may be amended, and any other customer information protected by applicable international, federal or state laws), irrespective of whether the information is marked or otherwise designated as being “Confidential” or “Proprietary” and includes written, oral, or digital information, and in the case of First American also includes the First American APIs, the Services, and Authentication Credentials. Confidential Information shall not include any information that: (i) enters the public domain through no fault of yours; (ii) is rightfully known by you without any obligation to keep it confidential at the time it is disclosed by First American, as shown by your records; (iii) is independently developed by you at any time without reference to the Confidential Information, as shown by your records; or (iv) is rightfully obtained by you from an independent third party who does not have an obligation of confidentiality with respect thereto.
11. Information Security. The parties shall each maintain their own information security program that is designed to meet the following objectives: (i) protect the security and confidentiality of the other party's Confidential Information; (ii) protect against any anticipated threats or hazards to the security or integrity of such information; (iii) protect against unauthorized access to or use of such information; and (iv) ensure the proper disposal or destruction of such information. Upon a party's written request, the other party shall allow the requesting party to review any associated audit reports, summaries of test results or equivalent measures taken by the other party to assess whether its information security program meets the foregoing objectives.
12. Originality. All of Licensee’s materials furnished, suggested and/or delivered to First American by Licensee shall be wholly original and created by Licensee except for materials in the public domain or materials duly licensed to Licensee and for which Licensee has the right to sublicense or distribute to First American without further approvals, and shall not be copied in whole or in part from any other work or materials.
13. Intellectual Property Warranties by Licensee. Licensee represents, warrants and covenants to First American that: (i) the Licensee Application (excluding the First American API) will not infringe or misappropriate First American’s or any third party owner's copyright, patent, trademark, trade secret or other intellectual property or proprietary rights or rights of publicity or privacy; and (ii) it has all necessary rights, permissions and licenses to create, use and distribute the Licensee Application.
16. DISCLAIMER OF WARRANTIES. LICENSEE’S USE OF THE FIRST AMERICAN APIS IS AT LICENSEE’S SOLE RISK AND ARE PROVIDED BY FIRST AMERICAN ON AN "AS IS" AND “AS AVAILABLE” BASIS. FIRST AMERICAN EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND ACCURACY, REGARDLESS OF WHETHER THE WARRANTY ARISES IN CONTRACT, TORT, STATUTE OR OTHERWISE. FIRST AMERICAN DOES NOT REPRESENT OR WARRANT THAT THE FIRST AMERICAN APIS ARE COMPLETE OR FREE FROM ERROR, THAT THEY WILL MEET LICENSEE’S REQUIREMENTS, THAT THEY WILL OPERATE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS IN THE OPERATION OR FUNCTIONALITY OF A FIRST AMERICAN API WILL BE CORRECTED.
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