1. INTRODUCTION.

1.1 This MLSonline.com Inc. Online Service License Agreement (this “Agreement”) is a legal agreement between you (either an individual or a single entity) and MLSONLINE.COM INC. (“MLSOI”) for the limited use of the MLSOI online lead generation service, including any updates and upgrades to the MLSOI service and Software from time to time (the MLSOI and Software are collectively referred to as the “MLSOI Service”). This Agreement governs your use of the MLSOI Service which is offered to you conditioned upon your acceptance without modification of the terms, conditions and notices contained in this Agreement. If you do not agree to this Agreement, you may not install and use any portion of the MLSOI Service. By using the MLSOI Service, you agree to the terms of this Agreement.

1.2 For purposes of this Agreement “you” or “your” means you and anyone who has access to use your MLSOI Service account. “We” or “us” means MLSOI. You must be at least eighteen (18) years of age to use the MLSOI Service.

1.4 This license and will commence upon your signing of the MLSOI service subscription agreement. During the term of this license, you shall be entitled to use the MLSOI Service for your personal or internal needs.

2. GENERAL TERMS.

You (whether a home buyer or a home seller) agree to supply MLSOI with information about themselves and the property they want to sell or hope to buy. MLSOI will use this information within MLSOI and will provide certain to third parties who are, in most cases, appropriate members of its real estate agent network. You may also agree to have the information you have supplied to MLSOI forwarded to real estate or other third-party professionals referred by MLSOI. As MLSOI uses email, on an almost exclusive basis, to provide MLSOI services, all MLSOI users must consent to receive Email from MLSOI to register for MLSOI services. MLSOI users will also be required to consent to receive emails or phone calls from third party(ies) if the MLSOI service requested requires services from a third party(ies)(for example, a local real estate agent).

To assure the value of MLSOI's services, you agree that all of the information you have provided to MLSOI, whether online or otherwise, is accurate and complete. MLSOI reserves its right to terminate or suspend access to any user information that is alleged to be inaccurate or misleading. You agree to allow MLSOI to provide this information to its real estate agent network and its partners including, but not limited to, United General Title Insurance Company.

MLSOI may refer real estate professionals to you, but MLSOI does not engage in real estate broker services. Real Estate brokerage activities are performed by local Real Estate Professionals that have been referred to you by MLSOI. The terms of any agreement between a real estate professional and MLSOI are not endorsed, recommended or otherwise known to or by MLSOI.

For its services MLSOI may receive payment including, but not limited to a referral fee that may be a percentage of the commission received by the real estate professionals involved in the real estate transaction. MLSOI's payment is due based on an agreement between MLSOI and the real estate professional involved. Your registration with MLSOI and use of MLSOI services constitutes your acknowledgment of, and agreement to, this compensation arrangement.

MLSOI may from time to time offer promotional opportunities to encourage use of MLSOI's services within a particular time frame. These opportunities may include but are not limited to discounts, rebates, gift certificates, or other incentives that are only available to those who use an MLSOI-affiliated real estate professional to buy or sell a home. User eligibly for a particular promotion will be defined in the terms of each promotion. Not all Users may be eligible to receive all promotional opportunities.

3. LICENSE GRANT.

3.1 Subject to the terms and conditions of this Agreement, MLSOI grants to you, during the Term of this Agreement (as defined in Section 13, below), a non-exclusive, non-transferable, non-sublicensable license to use the MLSOI Service.

4. SERVICE RESTRICTIONS.

4.1 The MLSOI Service shall only be used in its intended manner for its intended, lawful purposes, as described herein and in the MLSOI website.

4.2 You shall not, directly or indirectly (i) sell, rent, lease, lend, sublicense, distribute, or otherwise transfer or provide access to the Service (or any part thereof) to any person, firm, or entity except as expressly authorized herein, (ii) reverse engineer, translate, decompile, or create or attempt to create, by any means, the source code from the object code supplied hereunder, except to the minimum extent expressly permitted by applicable law despite this limitation, (iii) merge, adapt or modify the Service in any way, or create any derivative work therefrom, (iv) avoid, circumvent, or disable any security device, procedure, protocol, or mechanism that MLSOI may include, require or establish with respect to the Service, or (v) rent, lease, distribute, or otherwise transfer the Service to any third party without the prior written consent of MLSOI. All rights not expressly granted to you are hereby reserved by MLSOI.

5. PERSONAL AND NON-COMMERCIAL USE RESTRICTION.

5.1 Unless otherwise specified, the MLSOI Service is solely for your personal and non-commercial use. Any unauthorized commercial use of the MLSOI Service, or the resale of the MLSOI Service or any portion thereof, is expressly prohibited. You may not distribute, transmit, display, publish, license, create derivative works from, transfer or sell any information or services obtained from the MLSOI Service without the prior written consent of MLSOI. Furthermore, you may not “meta-search” any portion of the MLSOI Service, send, or cause to be sent, any automated queries of any sort to the MLSOI Service, or otherwise use the MLSOI Service in any commercial manner.

6. LINKS TO THIRD-PARTY SITES.

The links included within the MLSOI Service may direct you to third-party web sites (“Linked Sites”). The Linked Sites are not under the control of MLSOI and MLSOI is not responsible for the contents of any Linked Site. MLSOI is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by MLSOI of the site or any association with its operators. Any dealings with third parties (including advertisers) included within the MLSOI Service or participation in promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and the advertiser or other third party. MLSOI shall not be responsible or liable for any part of any such dealings or promotions.

7. NO UNLAWFUL OR PROHIBITED USE.

7.1 Your use of the MLSOI Service is subject to MLSOI’s acceptable use policies. The MLSOI Service contains e-mail services, and may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, photo albums, file cabinets and/or other message or communication facilities designed to enable you to communicate with others. You shall only use the MLSOI Service to post, send, and receive messages and material that are proper and, when applicable, related to the particular MLSOI Service. By way of example, and not as a limitation, you agree that when using the MLSOI Service, you will not:

a. Use the MLSOI Service in connection with surveys, contests, pyramid schemes, chain letters, junk e-mail, spamming or any duplicative or unsolicited messages (commercial or otherwise).

b. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

c. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information.

d. Publish, post, upload, distribute or disseminate any topic, name, material or information that incites discrimination, hate or violence towards one person or a group because of their belonging to a particular gender, having a particular sexual preference, or belonging to a particular race, a religion or a nation, or that insults the victims of crimes against humanity by contesting the existence of those crimes.

e. Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consents to do the same.

f. Use any material or information, including images or photographs, which is made available through the MLSOI Service in any manner that infringes any copyright, trademark, patent, trade secret, privacy or publicity right, or other proprietary right of any party.

g. Upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or the property of another.

h. Use meta-tag searches on the web sites available through the MLSOI Service.

i. Download any file posted by another user of the MLSOI Service that you know, or reasonably should know, cannot be legally distributed in such manner.

j. Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.

k. Restrict or inhibit any other user from using and enjoying the MLSOI Service.

l. Harvest or otherwise collect information about others.

m. Violate any applicable laws or regulations.

n. Create a false identity for the purpose of misleading others.

o. Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of a web site or service within the MLSOI Service or other user or usage information or any portion thereof.

p. Send unsolicited e-mail or instant messages through third-party mail servers to relay your message or hide the origination of your message or any other message to others.

q. Use your e-mail accounts in the text of unsolicited e-mail messages or web sites as an address to which subscribers, members or other Internet users can respond.

r. View, intercept, or attempt to intercept e-mail or other private communications not intended for you.

7.2 MLSOI has no obligation to monitor the MLSOI Service. However, MLSOI reserves the right to review materials posted to any portion of the MLSOI Service and to remove any materials in its sole discretion. MLSOI reserves the right to terminate your access to the MLSOI Service or any MLSOI Service at any time, without notice, for any reason whatsoever. MLSOI reserves the right at all times to edit, refuse to post or to remove any information or materials, in whole or in part, in MLSOI’s sole discretion.

7.3 You agree to always use caution when giving out any personally identifiable information about yourself in connection with the MLSOI Service. MLSOI does not control or endorse the content, messages or information found in the MLSOI Service that are posted by users or other third parties and, therefore, MLSOI specifically disclaims any liability with regard to such content, messages or information and any actions resulting from your participation in any MLSOI Service which permits posting of content, messages or information. Managers and hosts are not authorized MLSOI spokespersons, and their views do not necessarily reflect those of MLSOI.

7.4 Materials uploaded to the MLSOI Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.

7.5 MLSOI reserves complete and sole discretion with respect to the operation of the MLSOI Service. MLSOI may, among other things (i) take any action (legal and/or technical) that MLSOI deems appropriate to prevent bulk e-mail from entering or leaving any MLSOI Service e-mail account, (ii) delete messages if your e-mail account has not been accessed by you within a time limit established by MLSOI from time to time, in its sole discretion, (iii) not process e-mail or instant messages due to space limitations, (iv) subject to the MLSOI Service Statement of Privacy, make available to third parties information relating to MLSOI and its subscribers and members, (v) automatically sign out any users who are inactive for an extended period of time, as determined by MLSOI in its sole discretion, (vi) withdraw, suspend, change, or discontinue any functionality or feature of the MLSOI Service, (vii) delete attachments due to potentially harmful materials included within such attachment, and (viii) limit access to the service to prevent abusive consumption and ensure fair access for all subscribers. The amount of e-mail and instant message storage space per subscriber may be limited; therefore, some e-mail and instant messages may not be processed due to space constraints. You agree that MLSOI is not responsible or liable for the loss, deletion or failure to store or accept messages or other information. The use of any software that would prohibit the MLSOI Service automatic sign-out system or part thereof from performing as intended is prohibited.

8. Ownership.

As between the Parties, the MLSOI Service, all related documentation, all copies and versions thereof and all related materials provided to you, is and shall remain the exclusive property of MLSOI and its licensors (including, without limitation, all copyrights, patents, trade secret rights and other intellectual property rights inherent therein or appurtenant thereto), and shall not be used in any way other than as expressly permitted by this Agreement. All Feedback shall also be the sole property of MLSOI, even if suggestions made by you are incorporated into subsequent versions of the MLSOI Service/Software or related documentation. To the extent you may obtain any ownership rights in any of the foregoing, you assign and agree to assign all of its right title and interest, including all copyrights and other intellectual property rights, in and to all of the foregoing, to MLSOI.

9. Confidentiality.

You acknowledge that the Service, related documentation and other related materials provided by MLSOI shall be deemed to be confidential information and/or trade secrets of MLSOI (collectively, “Confidential Information”). You agree to use the Confidential Information only for the limited Term of this Agreement and solely for the purpose of using the MLSOI Service, and to take all steps reasonably necessary to maintain and protect the Confidential Information in the strictest confidence for the benefit of MLSOI. You agree that you will not, without the express written permission of MLSOI, disclose the Confidential Information directly or indirectly to any third party, excepting your employees subject to the terms and conditions of this Agreement.

10. EXPRESS WARRANTY; DISCLAIMER AND RELATED PROVISIONS.

10.1 Because the MLSOI Service may contain defects, you are responsible for establishing back-up and other procedures and controls appropriate to maintain the integrity and continuity of your operations.

10.2 MLSOI reserves the right, with or without prior notice, to discontinue work on the MLSOI Service or to revise any portion of the MLSOI Service so it provides different features, features in different combinations, and/or different environment configurations.

10.3 MLSOI WARRANTS THAT IT HAS THE RIGHT TO GRANT THIS LICENSE TO YOU AND TO PROVIDE YOU WITH ACCESS TO THE MLSOI SERVICE. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, MLSOI DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE MLSOI SERVICE AND THE RELATED SOFTWARE AND DOCUMENTATION, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR NON-MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT, OR SYSTEM INTEGRATION, OR ANY WARRANTIES ARISING UNDER ANY OTHER LEGAL REQUIREMENT. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, THE MLSOI SERVICE, THE RELATED SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS” AND WITH ALL FAULTS, AND YOU UNDERSTAND THAT YOU ASSUME ALL RISKS OF THEIR USE, QUALITY, AND PERFORMANCE.

YOU AGREE THAT MLSOI SHALL HAVE NO RESPONSIBILITIES TO YOU TO CORRECT ANY DEFECTS OR PROBLEMS IN THE MLSOI SERVICE OR THE RELATED SOFTWARE DOCUMENTATION, OR TO ASSURE YOU THAT THE MLSOI SERVICE AND ANY RELATED SOFTWARE OPERATES PROPERLY. MLSOI DOES NOT WARRANT THAT USE OF THE MLSOI SERVICE WILL BE ERROR-FREE, UNINTERRUPTED OR COMPLETELY SECURE.

11. LIMITATION OF LIABILITY.

11.1 BECAUSE OF THE NATURE OF THE MLSOI SERVICE, YOU AGREE AND ACKNOWLEDGE THAT MLSOI SHALL HAVE NO LIABILITY WHATSOEVER ARISING FROM OR IN ANY WAY RELATED TO THE MLSOI SERVICE, THE SOFTWARE, THE DOCUMENTATION OR THIS AGREEMENT, WHETHER DIRECT, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 IF THE FOREGOING LIMITATION IS HELD TO BE UNENFORCEABLE OR TO FAIL OF ITS ESSENTIAL PURPOSE IN ANY PART OR FOR ANY REASON, THEN THE TOTAL MAXIMUM LIABILITY OF MLSOI ARISING FROM OR IN ANY WAY RELATED TO THE MLSOI SERVICE AND THIS AGREEMENT SHALL BE LIMITED TO YOUR ACTUAL DIRECT DAMAGES UP TO A MAXIMUM AGGREGATE OF FIVE HUNDRED DOLLARS ($500) OR THE AMOUNTS PAID HEREUNDER TO MLSOI, WHICHEVER IS GREATER. IN NO EVENT WILL MLSOI BE LIABLE FOR LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITY, ARISING FROM OR RELATED TO THE MLSOI SERVICE, SOFTWARE OR THIS AGREEMENT.

12. CUSTOMER INDEMNITY.

12.1 You agree to indemnify, defend and hold harmless MLSOI, its shareholders, directors, officers, employees, agents and affiliated companies from and against any losses, liabilities, costs, or damages (including reasonable attorneys’ fees) arising out of or resulting from any claims by third parties regarding the use or abuse of the MLSOI Service or Software by you or your breach of this Agreement. You shall not settle any such claim without MLSOI’s prior written consent (which shall not be unreasonably withheld).

13. GENERAL PROVISIONS.

13.1 This Agreement is in the English language only. All writings, notices, proceedings and disputes shall be conducted in English only. This Agreement may not be assigned by you or by operation of law to any other person or entity, persons, firms, or corporation without the express written approval of MLSOI. This Agreement shall inure to the benefit of the parties’ successors and assigns. All notices and demands hereunder shall be in writing and shall be served by personal service or by mail at the address of the receiving party set forth in this Agreement (or at such different address as may be designated by such party by written notice to the other party). All notices or demands by mail shall be by certified or registered mail, return receipt requested, or by nationally-recognized private express courier, and shall be deemed complete upon receipt. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of California. The parties agree that sole and exclusive venue for any dispute arising under or related to this Agreement shall be the applicable federal or state courts having jurisdiction over Los Angeles, California. Each party is acting as an independent contractor and not as an agent, partner, or joint venture with the other party for any purpose. Except as provided in this Agreement, neither party shall have any right, power, or authority to act or to create any obligation, express or implied, on behalf of the other. The restrictions on use, obligations of confidentiality, the disclaimers of warranty, and the limitations of liability set forth in this Agreement shall survive the termination or expiration of this Agreement for any reason, as well as Sections 3, 6-9, 11-14 and 16. The titles and headings of the Sections in this Agreement are intended solely for convenience of reference only and are not intended for any other purpose whatsoever, or to explain, modify or place any construction upon or on any of the provisions of this Agreement. No supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. All Software and technical information delivered under this Agreement are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to strictly comply with all such laws and regulations.

14. ENTIRE AGREEMENT.

14.1 The parties have read this Agreement and agree to be bound by its terms, and further agree that it constitutes the complete and entire agreement of the parties and supersedes all previous communications, oral or written, and all other communications between them relating to the Agreement and to the subject matter hereof. No representations or statements of any kind made by either party, which are not expressly stated herein, shall be binding on such party. If any provision of this Agreement is invalid under applicable statute or rule of law, it is to that extent to be deemed modified to the least degree necessary to remedy such invalidity while retaining the intent of the parties and the economic effect of the invalid provision.

15. FURTHER ASSURANCES.

15.1 You agree during and after the Term to execute any documents or take any other actions reasonably requested by MLSOI, at MLSOI’s expense, to secure, confirm or enforce MLSOI’s intellectual property rights as provided or anticipated by this Agreement. To the extent you fail to do any of the foregoing in a timely manner, you appoint MLSOI as your attorney in-fact to execute documents or take such other actions, solely to effectuate the purpose of this Section.