Terms and Conditions

THESE TERMS AND CONDITIONS ("TC") ARE A LEGAL AGREEMENT BETWEEN YOU, THE END-USER ("DESIGNATED BROKER"), AND MOVE SALES, INC. ("MSI" or "LICENSOR"). YOUR ACCOUNT ACTIVATION IS CONTINGENT UPON THE ACCEPTANCE OF THE TERMS AND CONDITIONS NOTED HEREIN. THE TERMS AND CONDITIONS MUST BE SIGNED, OR ACCEPTED ELECTRONICALLY, AS NOTED IN THE INSTRUCTIONS.

END-USER LICENSE: Subject to the terms hereof, MSI hereby provides to the Designated Broker access to Designated Broker'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 MSI. MSI reserves the right to make any modification, upgrade or other change to the Program.

USE: By executing these TC, you are authorizing MSI on your behalf to extract, package, and transport your listing and image data (collectively "the Data") to Internet account(s) or location(s) that you select when you register for the service or thereafter. The Program will act as a transmitting agent to send The Data for posting to the account(s) or location(s) specified. By agreeing to these terms and conditions, you represent and warrant to have the legal capacity to enter into these TC and to perform its 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 to which you have directed the Data.

The Data may be used by MSI as necessary to fulfill its obligations under these TC. You hereby grant to MSI the right to use the Data for such purposes. Such rights shall include the following:

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

2. The right to use the Data to: (1) create on-line or off-line message responses, extracts, information reports and printouts retrieved from or based on the Data; and (2) copy, reformat, analyze, print and display such information and materials;

3. The right to take such other action in respect to the Data as may be necessary for MSI to perform its obligations pursuant to these TC.

MSI shall, in no event, acquire any intellectual property or other ownership rights in or to the Data, by virtue of its use of the Data in accordance with the terms of these TC. Notwithstanding the above, MSI will not cause the Data to be changed in any manner that the will change the content of the original data.

CONNECTOR(S): A single connector ("Connector") is defined as a specific destination for the Data distributed from one or more content sources. The content source will be a database that contains the Data. The connection to your MLS system or other database as the content source is included in the Monthly Fee. Additional connectors will be available as released. MSI will notify you 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 offering, 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 Broker before Data is sent to a Connector. MSI reserves the right to control Connector pricing at an individual or aggregated basis, subject to provisions noted herein.

PAYMENT OF FEES: If you are using the portion of the Program that is provided for free, no billing information will be collected and no Monthly Pricing will be initiated at acceptance of the TC. If you use portions of the Program that require a fee, MSI will automatically debit an electronic account provided by you for the Monthly Pricing upon your acceptance of the TC (the "Initiation Date"). If applicable, the Monthly Pricing will be debited from the electronic account on the monthly anniversary of your Initiation Date, and according to the terms of the TC. Please consult MSI to make payment in other forms. The Monthly Pricing at the time of acceptance of the TC may be changed on an annual basis thereafter. The payment of the Monthly Fee is non-refundable and is a month-to-month commitment.

RESTRICTIONS: Under these TC, 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 TC; (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; or (vi) Permit use of the Program by any unlicensed user.

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 information regarding the Program; (b) use any information relating to the Program for your own benefit except to the extent necessary to use the Program in accordance with the terms herein; and (c) disclose information regarding the Program 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 by a third party. Except as provided herein, the Program is provided "AS IS" without any warranty of any kind.

LIMITATION OF LIABILITY: THE ABOVE WARRANTIES ARE THE ONLY WARRANTIES OF ANY KIND MADE BY MSI, EITHER EXPRESS OR IMPLIED, AND SPECIFICALLY EXCLUDE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. OTHER THAN DESIGNATED BROKER'S DUTY TO INDEMNIFY AND HOLD HARMLESS M.L.S. FROM SUCH DAMAGE CLAIMS BY THIRD PARTIES PURSUANT TO SECTION 8, IN NO EVENT WILL EITHER PARTY 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 THIS END-USER LICENSE AGREEMENT BY THE OTHER PARTY, AND IN EVERY CASE EITHER PARTY'S LIABILITY FOR ANY DAMAGES OR CLAIMS SHALL NOT EXCEED THE LIMITATIONS SET FORTH ELSEWHERE HEREIN.

TERMINATION OF THIS LICENSE: Designated Broker makes a monthly commitment upon payment of the Monthly Fee and no partial refunds will be given. Either party may terminate this license for any reason upon written notice to the other party at any time. Data will no longer be transmitted through the Program within five (5) business days of notice to MSI. If Designated Broker's status as a participant in the Naples's Multiple Listing Service is terminated for any reason, this license will be automatically terminated.

U.S. GOVERNMENT RESTRICTED RIGHTS: The Software 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 documentation constitutes the entire TC and supersedes all other communications, agreements, or understandings, whether written or oral. If any provision of these TC shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be severed from these TC and shall not affect the validity or enforceability of the remaining provisions of the TC. These TC and any disputes arising herefrom shall be governed by and interpreted, in all respects, in accordance with the applicable law of the State of Florida, without regard to principals of conflicts of law. Any claim arising out of these TC shall be brought in the State of Florida. Each party hereto represents and warrants that it has the requisite right, power and authority to enter into these TC and that these TC 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 M.L.S. of Naples, Inc.'s ("M.L.S.") Multiple Listing Service, which provides Designated Broker's Data to MSI.

2. Designated Broker's access to the MLS Database or other broker designated content source and use of the Program are subject at all times to the rules and regulations and operating policies of the M.L.S.. 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 M.L.S. informs Licensor that any Designated Broker is no longer a subscriber in good standing with M.L.S., any components of the Program that use the M.L.S. will immediately cease to work for said Designated Broker.

4. Designated Broker is not permitted under any circumstances to make access to the M.L.S. or the Program available to any person not authorized by M.L.S. to have that access.

5. Licensor is not M.L.S.'s agent and has no authority to enter into any agreement on M.L.S.'s behalf. This Agreement between Licensor and Designated Broker does not create any liability or obligations on the part of M.L.S. Designated Broker's sole recourse for damages or breach of this Agreement is to Licensor.

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

7. LIMITATION OF LIABILITY: IN NO EVENT SHALL CONTENT SOURCE BE HELD LIABLE FOR ANY INJURY TO DESIGNATED BROKER ARISING OUT OF THIS AGREEMENT OR USE OF THE PROGRAM.

8. Indemnification: Designated Broker shall indemnify, defend and hold M.L.S., its developers, staff, shareholders, licensors and other M.L.S. subscribers harmless from any and all claims, damages, losses, liabilities, costs and expenses (including reasonable fees of attorneys and other professionals) arising out of or in connection with Designated Broker's use of the Program.