RMLS™ Listing Content License Agreement

This agreement is by and between the following parties: The Regional Multiple Listing Service, Inc., a Multiple Listing Service serving Participants in Oregon and Washington ("RMLS™"), Move Sales, Inc., a company providing Internet display services through ListHub ("Licensee"), and the RMLS™ Participant registering for services through this agreement ("Participant").

The Listing Content covered in this agreement is the set of only the requesting Participant’s Active (ACT/BMP/SSP) listings, which may include all available fields.

THE PARTIES AGREE:

1. DEFINITIONS.

1.1. Listing Content means listing information provided by Participants to RMLS™ and aggregated and distributed by RMLS™ to Participants, except for any listing for which the seller has withheld permission for Internet display.

1.2 Participant means any REALTOR® who is a principal, partner, corporate officer or branch office manager acting on behalf of a principal who participates in the RMLS™ by agreeing to conform to the rules and regulations thereof.

2. GRANT OF LICENSE. RMLS™ hereby grants Licensee a revocable, royalty-free, nonexclusive license, limited strictly to the scope and purpose herein specified, to access and display RMLS™ Listing Content, subject to the RMLS™ Internet Policy and RMLS™ Rules and Regulations, as they may be adopted and amended from time to time.

3. LICENSE FEES AND PAYMENT. Licensee shall pay RMLS™ the license fees described on the attached Schedule A (the "License Fees"). If this Agreement involves a third-party service provider as Licensee, the Participant hereby irrevocably guarantees prompt payment of all License Fees hereunder, and the acceptance by RMLS™ of payment of License Fees from time to time by the third-party service provider Licensee shall in no way relieve Participant from liability for the same.

4. RULES AND POLICIES; NO RIGHTS TO LISTING CONTENT. Neither Licensee nor Participant hereby acquires any right, title or interest in or to the RMLS™ Listing Content, or any portion thereof whatsoever, except solely for the limited license expressly provided for herein. Licensee agrees that the RMLS™ Listing Content is and shall remain the sole exclusive property of RMLS™, and that RMLS™’s rights in and with respect to the RMLS™ Listing Content (including, without limitation, the right of RMLS™ to limit the scope, nature, and extent of the license herein granted to Licensee) exist independently of, and in addition to, any copyright RMLS™ may have in the RMLS™ Listing Content. Licensee’s sole rights in relation to the RMLS™ Listing Content arise under and are limited to the terms and provisions of this Agreement, and Licensee is not a third party beneficiary of any rule or regulation of RMLS™ or any agreement RMLS™ may have with any other party, including, without limitation, any such agreement with Participant. Use of the Listing Content by Participant and Licensee shall comply in all respects with the RMLS™ Internet Policy and RMLS™ Rules and Regulations.

5. ACCESS PROCEDURE. Access to RMLS™ Listing Content shall be by such equipment and procedures as RMLS™ may prescribe by reasonable notice from time to time in its sole discretion.

6. LISTING CONTENT SECURITY. Licensee shall not enter into any license, sublicense, access, or other agreement or arrangement, the effect of which would allow access to the RMLS™ Listing Content or any portion thereof, to any party other than Participant and its subscribers in conformance with the terms of this Agreement. Licensee will not subcontract, assign, delegate or otherwise transfer any right or obligation under this Agreement without the written consent of RMLS™, which consent may be withheld or conditioned at the sole discretion of RMLS™.

7. ADMINISTRATIVE REPORTING. Licensee shall provide RMLS™ with monthly administrative reports identifying all Participants for whom Licensee is providing services, and describing such services. Such reports must include a list of all URL(s) on which RMLS™ Listing Content appear, including URL(s) of subscribers where data display has been authorized by their Participant. The inclusion of a URL on such reports does not constitute permission from RMLS™ for the display of RMLS™ Listing Content on such URL; such permission shall only be given in writing by a duly authorized representative of RMLS™.

8. INDEMNITY. Participant and Licensee shall indemnify, defend, and hold harmless RMLS™, its participants and subscribers, and their respective successors and assigns against any and all damages, losses, liabilities, expenses, demands, claims, and actions, including reasonable attorneys’ fees and court costs arising out of or connected with the use by Participant or Licensee of RMLS™ Listing Content, or otherwise caused by their respective breach of any of the terms of this Agreement.

9. NO WARRANTIES. The license granted under this Agreement, including, without limitation, all Listing Content, is provided AS IS, and RMLS™ disclaims any and all warranties, express or implied, including, without limitation, any implied warranties or merchantability or fitness for a particular purpose.

10. CHANGES TO RMLS™’s SERVER. RMLS™ shall not be obligated to make any changes to its servers, any software running on its servers, the configuration, applicable protocols or any other aspect of RMLS™’s computer equipment for any reason. Participant and Licensee acknowledge that the RMLS™ server and RMLS™ Listing Content may be unavailable to them from time to time, whether because of technical failures or other interruptions, intentional downtime for service or changes to the RMLS™ system or otherwise. Participant and Licensee agree that no modification of the RMLS™ server, software or any other aspect of its computer system, including, without limitation, configuration of RMLS™ Listing Content, shall constitute a default under this Agreement by RMLS™, regardless of whether it results from time to time in loss of access to the RMLS™ Listing Content.

11. TERM AND TERMINATION. The term of this Agreement shall begin upon its execution by all applicable parties, and shall terminate upon written notice from RMLS™ effective immediately upon the occurrence of any of the following events:

11.1 Licensee giving RMLS™ written notice of the termination;

11.2 Participant giving notice to RMLS™ that it no longer intends to display the RMLS™ Listing Content herein authorized;

11.3 If Licensee is a third party service provider, Licensee being no longer designated to provide services to Participant;

11.4 Participant ceasing to remain a Participant in RMLS™;

11.5 Licensee accessing or downloading Listing Content in an unauthorized manner;

11.6 Participant or Licensee violating RMLS™ Internet policy or RMLS™ rule or regulation; or

11.7 Participant or Licensee failing to make required payments to RMLS™.

RMLS™ acknowledges and agrees that it may not suspend or terminate Licensee’s access to Listing Content for reasons other than those that would allow RMLS™ to suspend or terminate Participant’s access to data or without giving Licensee and Participant prior notice of the process set forth in the applicable provisions of the RMLS™ Rules and Regulations for suspension or termination of Participant’s access.

12. LIMITATION OF LIABILITY. To the fullest extent available under applicable law, RMLS™’s entire and cumulative liability to Participant or Licensee, or to any third party, for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement, or the use or display of the RMLS™ Listing Content, including any tort, such as negligence, shall not exceed an amount equal to the license fee paid to RMLS™ under this Agreement during the one (1) year period immediately preceding the date on which the claim accrued. Without waiving the limitations set forth in this Agreement, in no event shall RMLS™ be liable for any indirect, incidental, consequential, special, or exemplary damages or lost profits, even if RMLS™ has been advised of the possibility of such damages.

13. DUTY TO ADVISE IF INFORMATION CHANGES. Participant and Licensee shall advise RMLS™ of any change in the information provided in this Agreement, including, but not limited to, names, addresses, and contact information. The failure to timely advise RMLS™ of such changes may result in the termination of this License without further notice.

14. ATTORNEYS’ FEES; INJUNCTIVE RELIEF. If suit or action shall be filed to enforce any of the terms or provisions of this Agreement, the prevailing party shall be entitled to attorneys’ fees in such suit or action and in any appeal therefrom, including, without limitation, attorneys’ fees incurred by the prevailing party in pre-litigation consultation, good faith settlement negotiation, or collection or post-judgment enforcement proceedings. The parties agree that, in the event of a breach of this Agreement by Participant or Licensee, RMLS™ will not have adequate remedies at law. Accordingly, preliminary and permanent injunctive relief may be issued without need for bond, and without the need for showing financial loss.

15. APPLICABLE LAW. This Agreement shall be interpreted and enforced in accordance with the laws of the state of Oregon.

16. EFFECTIVE DATE. This Agreement is not effective until it has been signed by all parties to the agreement, including Licensee and Participant or Participants, as appropriate and an authorized representative of RMLS™.

17. SURVIVAL. Sections 4, 8, 12, 14, and 15 shall survive termination or expiration of this Agreement.