Last Updated November 8, 2016

Terms and Conditions

THESE TERMS AND CONDITIONS ("Terms") ARE A LEGAL AGREEMENT BETWEEN YOU, THE END-USER, WHETHER A DESIGNATED BROKER OR AN AUTHORIZED AGENT OF A DESIGNATED BROKER, ("DESIGNATED END-USER"), AND MOVE SALES, INC. ("MSI" or "LICENSOR"). YOUR ACCOUNT ACTIVATION AND CONTINUED ACCOUNT ACCESS ARE CONTINGENT UPON THE ACCEPTANCE OF THE TERMS AND CONDITIONS NOTED HEREIN.

END-USER LICENSE: Subject to the terms hereof, MSI hereby provides to the DESIGNATED END-USER access to DESIGNATED END-USER's listing data. Once the listing data has been accessed by Licensor, the listing data can be sent to selected destinations available within the product on a pre-defined schedule using Licensor's technology, or portions thereof, and documentation (collectively, the "Program"). MSI does not convey in any way any ownership rights to the Program. All ownership rights and copyrights, including all title and interest in the intellectual property rights of the Program and all copies thereof, regardless of the media or form in which the Program or copies may exist, remain with the developer of the Program, MSI. MSI reserves the right to make any modification, upgrade or other change to the Program.

USE: By executing these Terms, you are authorizing MSI on your behalf to extract, package, and transport your membership, listing and image data (collectively "The Data") to Internet account(s) or location(s) that you select when you register for the service, or have been selected for you by your Multiple Listing Service, Franchise, or other organization with rights to distribute The Data. The Program will act as a transmitting agent to send The Data for posting to the account(s) or location(s) specified. By signing or otherwise accepting this document, you represent and warrant to have the legal capacity to enter into these Terms and to perform your obligations herein; that you have all right and authority to provide The Data and transmit it through the Program; and that you are aware of, have reviewed, understand and agree to the terms of use, provisions, or other items noted at all destination sites selected for The Data.

The Data and any off market listing data (collectively "Information") may be used by MSI as necessary to fulfill its obligations under these Terms. You hereby grant to MSI the right to use the Information for such purposes. Such rights shall include the following:

1. The right to (i) input, reformat, download, and store some or all of the Information in files and memory; (ii) copy some or all of the Information in on-line and off-line form; and (iii) modify, compile, add to, and manipulate some or all of the Information;

2. The right to use the Information to: (i) create on-line or off-line message responses, extracts, information reports and printouts retrieved from or based on the Information; and (ii) copy, reformat, analyze, print and display such information and materials;

3. The right to take such other action in respect to the Information as may be reasonable for MSI to perform its obligations pursuant to these Terms.

MSI shall, in no event, acquire any intellectual property or other ownership rights in or to the Information, by virtue of its use of the Information in accordance with the terms of these Terms.

CONNECTOR(S): A single connector is defined as a specific destination for listing data and/or images distributed from one or more content sources. The content source will be a database that contains the listing data and/or images. Additional connectors will be available as released. MSI will notify clients of additional connectors via the product interface and/or email and/or other means when the connectors become available in the local market area. Not all connectors will be included in the base pricing or free, as different connectors will be included in modules priced separately. In addition, selected connectors may charge per listing or flat fees in addition to MSI's base fee - any fees will be communicated to DESIGNATED END-USER before data is sent to Connector. MSI reserves the right to control connector pricing at an individual or aggregated basis, subject to provisions noted elsewhere.

PAYMENT OF FEES: If you are using only the portion of the Program that is provided for free, no billing information will be collected from you and no fees will be initiated at the time of your acceptance of the Terms. If you use portions of the Program that require the payment of a fee, you may select either monthly pricing ("Monthly Pricing") or annual pricing ("Annual Pricing") at the time of purchase (the "Purchase Date").

If you select Monthly Pricing: Your electronic account will be debited the Monthly Pricing amount on each monthly anniversary of your Purchase Date, pursuant to these Terms. If you would like to make payment in other forms, please contact MSI. MSI may change the Monthly Pricing that is in effect on the Purchase Date at any time thereafter.

If you select Annual Pricing: Your electronic account will be debited the Annual Pricing amount on each annual anniversary of your Purchase Date, pursuant to these Terms. If you would like to make payment in other forms, please contact MSI.

CANCELLATION:

For Brokers: If you select Monthly Pricing, you may cancel the Program at any time by contacting MSI and requesting cancellation, provided however that each monthly payment, once made, is non-refundable. If you select Annual Pricing, you may cancel the Program only by contacting MSI and requesting cancellation within sixty (60) days after the Purchase Date. In the event that you contact MSI and request cancellation within sixty (60) days after the Purchase Date, you will receive a refund of any annual payment already made for the then-current year less the equivalent of three (3) payments of the published monthly rate in effect at the time of cancellation.

For Agents: You may cancel the Program only by contacting MSI and requesting cancellation within three (3) days after the Purchase Date. In the event that you do so, you will receive a full refund.

You may not cancel or terminate the Program except as expressly stated above.

TRANSFER: In the event that an agent who is a DESIGNATED END-USER transfers to a new brokerage, MSI makes no guarantees that it will allow or be technically capable of a transfer of such DESIGNATED END-USER's license upon such change in brokerages.

CONSENT FOR COMMUNICATIONS: By creating a ListHub account you give MSI permission to send (a) transactional communications that relate to the product and/or service that you purchased from MSI (such as product updates, support messages, purchase receipts, and notices about key change to your service), (b) promotional and marketing communications (such as promotions and news), and (c) other communications to your email address(es) on record. If you are a broker, you are also agreeing that such types of communications may be sent to the email addresses on record for any agents affiliated with your brokerage (each a "Broker Agent"). Unless you or a Broker Agent specifies that you'd prefer not to hear from us, we may use any email address(es) you and Broker Agents provide to MSI (whether at the time of registration or otherwise) to contact you and the Broker Agents for transactional, promotional, marketing, and other purposes. You may opt out of ListHub promotional and marketing communications at any time (1) by sending such a request to marketing@listhub.com, or (2) by clicking on any "unsubscribe" link contained in a promotional or marketing email from the ListHub division of MSI. Please be aware that opting out of ListHub promotional and marketing emails does not opt you out of transactional or other communications from the ListHub division of MSI, nor from any communications from any other Move Sales, Inc. divisions.

RESTRICTIONS: Under these Terms, you may not: (i) Use the Program in an unauthorized manner or cause the Program to be used by unauthorized users; (ii) Use, copy, modify, rent, sell, transfer or transfer ownership of the Program or any portion thereof except as provided in these Terms; (iii) License, sublicense or otherwise commercialize the Program; (iv) Reverse engineer, decompile, or disassemble the Program; (v) Permit simultaneous use of the Program using the same login credentials by more than one user; (vi) Permit use of the Program by any unlicensed user, or (vii) input the email address of any person (e.g., real estate seller or buyer) into the Program without previously (1) obtaining such person's written consent to receive any emails that will be sent to the individual through the Program (a copy of such consent you agree to provide to MSI promptly upon request), and (2) using reasonable means to ensure that the person giving consent is the owner of the email address for which consent is given.

COPYRIGHT: The Program is licensed to you by MSI, and is protected by United States copyright laws and international treaty provisions. Except for the limited license provided, MSI reserves all rights in and to the Program and the exclusive rights under copyright and the right to grant further licenses. Therefore, you must treat the Program like any other copyrighted material.

CONFIDENTIALITY: "Confidential Information" shall mean the Program, documentation, user manuals, technical information, and any other material or information that is marked as confidential or is disclosed to you under circumstances that you would reasonably expect it to be confidential. You may not (a) directly or indirectly, use, divulge, disclose or communicate to any other party any Confidential Information; (b) use any Confidential Information for your own benefit except to the extent necessary to use the Program in accordance with the terms herein; and (c) disclose Confidential Information except to those of your employees and agents who reasonably require access to such information and who have confidentiality obligations to you which are binding on and enforceable against such employees or agents.

LIMITED WARRANTY: MSI warrants that it has full right and authority to license to you the right to use the Program. MSI's entire liability, and your exclusive remedy, shall be repayment of any money or fees paid to MSI for use of the Program. This warranty is void if any defect has resulted from accident, abuse, or misapplication. Except as provided herein, the Program is provided "AS IS" without any warranty of any kind.

INDEMNIFICATION: YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS MSI AND ITS PARENT AND AFFILIATES, AND EACH OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AND AGENTS AND MSI'S THIRD-PARTY VENDORS (COLLECTIVELY, "INDEMNIFIED PARTIES") AGAINST ANY AND ALL CLAIMS, DAMAGES, EXPENSES, LOSSES, COSTS (INCLUDING REASONABLE ATTORNEYS' FEES AND COSTS) OR LIABILITY OF ANY KIND INCURRED BY THE INDEMNIFIED PARTIES ARISING OUT, RELATED TO, OR IN CONNECTION WITH (a) ANY BREACH BY YOU OR YOUR AFFILIATES, EMPLOYEES, AGENTS AND REPRESENTATIVES OF THESE TERMS, AND (b) YOUR USE OF THE PROGRAM AND ANY OTHER GOODS, SERVICES OR OFFERINGS FROM MSI.

LIMITATION OF LIABILITY: THE ABOVE WARRANTIES ARE THE ONLY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND SPECIFICALLY EXCLUDE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT WILL YOU BE ENTITLED TO INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS AND REVENUE, FAILURE TO REALIZE EXPECTED SAVINGS OR ANY OTHER COMMERCIAL OR ECONOMIC LOSSES OF ANY KIND, OR DAMAGES ARISING FROM OR ATTRIBUTABLE TO LOST DATA, INCORRECT DATA, DOWNTIME COSTS, LOSS OF USE OR LOSS OF GOODWILL BASED ON ANY BREACH OR DEFAULT OF THESE TERMS AND CONDITIONS BY MSI, AND IN EVERY CASE MSI'S LIABILITY FOR ANY DAMAGES OR CLAIMS SHALL NOT EXCEED THE AMOUNT OF ANY MONEY OR FEES PAID TO MSI BY YOU FOR USE OF THE PROGRAM.

TERMINATION OF THIS LICENSE: MSI may terminate this license at any time for any reasonable cause. DESIGNATED END-USER makes a monthly commitment or annual commitment upon payment of the Monthly Fee or applicable annual fee, and no partial refunds will be given. DESIGNATED END-USER may terminate this license for any reason upon written notice to MSI at any time and Data will no longer be transmitted through the Program within ten (10) business days of notice.

MODIFICATIONS TO TERMS: MSI may modify the Terms ("Amendment") from time to time by notifying you, via one or more of the Customer Notification Methods described below, of any such modifications comprising the Amendment (each, a "Modification Notice"); it is your obligation to timely check for such notifications. The "Customer Notification Methods" include (i) the sending of an email message to you (at the last known email address we have on file for you), (ii) the posting of a notice on or in the relevant goods, services, or other offerings used by, subscribed to, or purchased by you from MSI ("Product") (if applicable) or in any dashboard or control panel, report or other output associated with the Product or with your status as a customer of MSI or a user of MSI's Products, (iii) a posting to any of the websites (or their successor site(s)) located at www. listhub.com or www.realtor.com (or on a sub-page of any of such websites) or (iv) any other reasonable method of notifying you, either orally or in writing (electronic or otherwise). Unless accepted by you sooner, each Amendment shall be effective thirty (30) days after such Modification Notice becomes available to you, but if the Amendment changes in any material and adverse way your rights, duties or risks regarding your purchase of, subscription to, or use of a Product and you do not wish to be subject to the Amendment, then you may terminate your use of the Product and these Terms (effective at the end of the 30-Day Review Period, defined below) and receive a prorated refund of the unused portion of any prepaid fees relating to the Product (such proration to be calculated using the date on which the Terms thus terminates). However, for such termination to be effective you must notify MSI within thirty (30) days after the Modification Notice was posted, sent or otherwise issued by MSI (the "30-Day Review Period") and you must so notify MSI by either (a) submitting a customer care request via the form within the ListHub dashboard (located under "support"), or (b) speaking with a customer care representative at (877) 847-3394; otherwise, you will be deemed to have agreed to the Amendment. If the Amendment itself specifies other methods of agreeing to the terms of the Amendment, then you will also be deemed to have agreed to the Amendment if you avail yourself of one or more such other methods. If you otherwise agree to the Amendment by words or other affirmative conduct indicating your assent, then in that case you will be deemed to have accepted the Amendment. To the extent an Amendment changes only notification details or steps, administrative matters, MSI's privacy policy or statement, agreement modification processes, other procedural matters or steps, or other like matters, then the Amendment shall not be considered as introducing modifications that change in any material and adverse way your rights, duties or risks regarding your purchase of, subscription to, or use of a Product. A notification that does not expressly state (or bear a caption indicating) that the Terms are being modified or amended will not be construed as a modification or Amendment of the Terms. No alleged addition to or modification of the Terms that is not effected in accordance with the express terms of the Terms, or is not set forth in a writing expressly purporting to amend the Terms and formally signed by an officer of MSI, will be binding on or effective against MSI in any manner or degree whatsoever, including, without limitation, any such additions or modifications asserted based on grounds such as course of dealing, usage of trade, or otherwise, and this applies notwithstanding any specific correspondence or other communications that may occur hereafter.

U.S. GOVERNMENT RESTRICTED RIGHTS: The Program and documentation are provided with "RESTRICTED RIGHTS". Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in FAR52-227-14 and DFAR252-227-7013 et seq, or its successor.

GENERAL: This agreement constitutes the entire Terms and supersedes all other communications, agreements, or understandings, whether written or oral. If any provision of these Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be severed from these Terms and shall not affect the validity or enforceability of the remaining provisions of the Terms. These Terms and any disputes arising herefrom shall be governed by and interpreted, in all respects, in accordance with the applicable law of the State of California without regard to principles of conflicts of law. Any claim arising out of these Terms shall be brought in the courts located in Los Angeles, California. Each party hereto represents and warrants that it has the requisite right, power and authority to enter into these Terms and that these Terms shall constitute the legal and binding obligation of such party, enforceable against each party in accordance with its terms.

DATABASE ACCESS AND LICENSE AGREEMENT PROVISIONS:

1. As used herein, "Content Source" shall refer to the Franchise, Multiple Listing Service, or other specified database providing DESIGNATED END-USER's listing data to MSI.

2. DESIGNATED END-USER's access to Content Source and use of the Program are subject at all times to the rules and regulations and operating policies of the Content Source. Policies may change at any time, and such changes may result in changes to the Program, including a reduction or elimination of functionality or capabilities.

3. If at any time Content Source informs Licensor that any DESIGNATED END-USER is no longer a subscriber in good standing with Content Source, any components of the Program that use the Content Source will immediately cease to work for said subscriber.

4. Content Source subscriber is not permitted under any circumstances to make access (to the Content Source or the Program) available to any person not authorized by Content Source to have that access.

5. DISCLAIMER OF WARRANTIES: LICENSOR MAKES NO WARRANTIES OF ANY KIND ON BEHALF OF CONTENT SOURCE. THIS ENTIRE RISK ARISING OUT OF THE USE OF THE CONTENT SOURCE REMAINS WITH DESIGNATED BROKER.