PARTICIPANT INTERNET DATA EXCHANGE PLUS CONTENT LICENSING AGREEMENT

PARTICIPANT INTERNET DATA EXCHANGE PLUS CONTENT LICENSING AGREEMENT Only TREND Participants who have a validly executed and accepted Internet Data Exc...
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PARTICIPANT INTERNET DATA EXCHANGE PLUS CONTENT LICENSING AGREEMENT Only TREND Participants who have a validly executed and accepted Internet Data Exchange Content Licensing Agreement with TREND are eligible to participate in IDX PLUS. THIS PARTICIPANT INTERNET DATA EXCHANGE PLUS CONTENT LICENSE AGREEMENT (“IDX PLUS Agreement”) is entered into this ____ day of ___________, 20____, (“Effective Date”) between the Delaware Valley Real Estate Information Network, Inc., a Pennsylvania Corporation, (“TREND”) and (name of broker), authorized TREND participant of (name of firm) (“IDX PLUS Participant”), and

(name of authorized representative) of a

Corporation, (“VENDOR”).

RECITALS Whereas IDX PLUS PARTICIPANT and VENDOR have previously entered into an INTERNET DATA EXCHANGE CONTENT LICENSING AGREEMENT with TREND; and Whereas IDX PLUS PARTICIPANT and VENDOR now seek to license from TREND that portion of COMPILATION containing specific Internet Data Exchange Plus data and images as defined below and in Appendix A (“IDX PLUS CONTENT”); and Whereas TREND is willing to cooperate with IDX PLUS PARTICIPANT and VENDOR to provide IDX PLUS CONTENT as described in the terms and conditions set forth below.

AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows: 1. Incorporation. PARTICIPANT’S INTERNET DATA EXCHANGE CONTENT LICENSING AGREEMENT and Appendix “B” attached thereto (“IDX Agreement”) dated the ___ day of ________________, 20___, is incorporated by reference as if fully set forth herein. All terms and conditions set forth in the IDX Agreement apply to the IDX PLUS Agreement except as specifically set forth in this IDX PLUS Agreement. All provisions relating to IDX CONTENT contained in the IDX Agreement shall be deemed to include IDX PLUS CONTENT for the purposes of this Agreement. 2. Definitions. In addition to the definitions set forth in the IDX Agreement, the following definitions are applicable to the IDX PLUS Agreement. 2.1 Internet Data Exchange Plus Content (IDX PLUS CONTENT) – In addition to the IDX CONTENT, that sub-set of the COMPILATION as defined by Appendix A hereto comprising the selected listing data fields as defined by IDX CONTENT and the selected listing data fields and photos of Sold listings of property filed by Participants for inclusion in the COMPILATION after January 1, 2000. 2.2 Internet Data Exchange Plus Content Participant (IDX PLUS PARTICIPANT) - An IDX PARTICIPANT, as defined in the IDX Agreement, who also wishes to display IDX PLUS CONTENT on a LICENSED SITE. Participant IDX PLUS

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3. Grant of License. In addition to the limited license granted in the IDX Agreement, TREND hereby grants to IDX PLUS PARTICIPANT and VENDOR a nonexclusive, nontransferable, revocable license to access, download, display and provide limited distribution of IDX PLUS CONTENT on the LICENSED SITE in accordance with the terms and conditions set forth in the IDX Agreement as well as the additional display and distribution restrictions set forth in this IDX PLUS Agreement and Appendices A and B hereto. 4. Indemnification. IDX PLUS PARTICIPANT and VENDOR agree to defend, indemnify, and hold TREND and its Shareholder Associations harmless with respect to any claims, action, liability, laws, expenses or legal fees arising from IDX PLUS PARTICIPANT’s or VENDOR’s use or display of photos after a property is sold. 5. Compensation. IDX PLUS PARTICIPANT agrees to pay a combined licensing fee of: Select One Option [ ] $240 semi-annually in advance for IDX CONTENT and IDX PLUS CONTENT [ ] $40 monthly in advance for IDX CONTENT and IDX PLUS CONTENT In the event neither option is selected, TREND will invoice IDX PARTICIPANT $240 semi-annually in advance

The licensing fee for IDX CONTENT set forth in the IDX Agreement shall be deemed null and void for so long as this IDX PLUS Agreement remains in effect. All other terms of compensation set forth in the IDX Agreement apply.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

Participant IDX PLUS

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In witness whereof, and intending to be legally bound, the parties hereto have executed this Agreement by their duly authorized officers or representatives.

IDX PLUS PARTICIPANT

Name

Title Phone Number:

Brokerage Name

Fax Number: E-mail Address:

Address

Website Homepage Address (URL)

Signature

Date

VENDOR

Name

Title Phone Number:

Company Name

Fax Number:

Address

E-mail Address

Tech Contact

Tech E-mail Address

Signature

Date

TREND

Signature

Date

Dennis B. Durkin Chief Financial Officer TREND 660 American Avenue, Suite 203 King Of Prussia, PA 19406

Additional Contact: Support Center Phone: (610) 783-4650 Fax: (610) 783-4695 E-mail: [email protected]

Participant IDX PLUS

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Appendix A

The specific IDX PLUS CONTENT to be licensed is: 1.

TREND IDX PLUS CONTENT Listing Categories:  Residential (single family)  Lot/Land/Farm  Multi-Family  Commercial/Industrial/Investment

2.

TREND Listing Statuses  Pending (For the Life of the Status)  Temporally Off Market (For only 30 Days)  Expired (For only 30 Days)  Withdrawn (For only 30 Days)  Sold

3.

Geography includes but is not limited to the following counties:

4.

PENNSYLVANIA

NEW JERSEY

DELAWARE

Bucks Berks Chester Delaware Montgomery Philadelphia

Burlington County Camden County Gloucester County Mercer County Salem County

Kent New Castle

TREND Data Fields: The following data fields are delivered in IDX PLUS CONTENT to IDX PLUS PARTICIPANT and/or VENDOR at IDX PARTICIPANT’S direction, subject to the terms, conditions and restrictions of the IDX PLUS Content Licensing Agreement and the restrictions and conditions noted in both this Appendix and Appendix B. Data fields marked “C” in the Confidential/Restricted column are deemed confidential by TREND. The data contained in them may not be searched or displayed. Data fields marked “R” in the Confidential/Restricted column are deemed restricted by TREND. The data contained in them may not be searched or displayed except in accordance with the IDX PLUS Content Licensing Agreement and the restrictions and conditions noted in both this Appendix and Appendix B. Any data field not listed below may not be searched or displayed unless express written permission for such is obtained from TREND.

Participant IDX PLUS

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Property Resource (C=Confidential R=Restricted) AnnualLeasePrice AnnualLeasePricePerSqFt Attics BasementType BlockOrSquare BuildingOrBusiness Buildings CloseDate ClosePrice LisMediaList (C) InteriorSquareFeetSource RoomList LandOnly LimitedService (R) ListDate (R) ListPrice (R) ListingID ListingKey (C) LocaleListingStatus (R) ModificationTimestamp (C) SourceModificationTimestamp (C) OffMarketDate (C) Ownership PoolType PricePerSqFt PropertyType SourceCreationTimestamp (C) StatusChangeDate (C) StructureList UnitsInDevelopment WaterFront WaterFrontage YearInBusiness YearRenovated ApprovedSystem Basement BuilderName BuildingFeatures BuildingFloors BuildingName CentralAir Design DiningKitchen Exterior ExteriorAmenities ExteriorFeatures Fencing Fireplace FireplaceCount FireplaceFeatures Foundation Furnished Handicap InteriorFeatures Load ModelName NewConstruction Plumbing PropertyCondition Roof Storage Styles Type Participant IDX PLUS

WallsCeilings Bathrooms BathsFull BathsHalf Beds Entrance Floor LowerFloor1Baths LowerFloor1HalfBaths MainEntrance MainFloorBaths MainFloorHalfBaths UpperFloor1Baths UpperFloor1HalfBaths StoryList GrossSQFT LandSqFt LeasableSQFT NetSQFT RFactorCeilings RFactorWalls BedroomFourth1Length BedroomFourth1Level BedroomFourth1Width BedroomMaster1Length BedroomMaster1Level BedroomMaster1Width BedroomSecond1Length BedroomSecond1Level BedroomSecond1Width BedroomThird1Length BedroomThird1Level BedroomThird1Width DiningRoom DiningRoomLength DiningRoomLevel DiningRoomWidth FamilyRoom FamilyRoomLength FamilyRoomLevel FamilyRoomWidth Kitchen1Length Kitchen1Level Kitchen1Width LivingRoomLength LivingRoomLevel LivingRoomWidth MainBedroom OtherRm1Length OtherRm1Level OtherRm1Name OtherRm1Width OtherRm2Length OtherRm2Level OtherRm2Name OtherRm2Width OtherRm3Length OtherRm3Level OtherRm3Name OtherRm3Width OtherRm4Length OtherRm4Level OtherRm4Name 5

OtherRm4Width TotalRooms StudioEfficiencyUnits ThreeBedroomUnits TwoBedroomUnits TotalUnits Unit1Baths Unit1Bedrooms Unit1InteriorSqFt Unit1LeaseEnd Unit1MonthlyRent Unit1Occupied Unit1PartialBaths Unit1Rooms Unit2Baths Unit2Bedrooms Unit2InteriorSqFt Unit2LeaseEnd Unit2MonthlyRent Unit2Occupied UnitList Unit2PartialBaths Unit2Rooms Unit3Baths Unit3Bedrooms Unit3InteriorSqFt Unit3LeaseEnd Unit3MonthlyRent Unit3Occupied Unit3PartialBaths Unit3Rooms Unit4Baths Unit4Bedrooms Unit4InteriorSqFt Unit4LeaseEnd Unit4MonthlyRent Unit4Occupied Unit4PartialBaths Unit4Rooms Unit5Baths Unit5Bedrooms Unit5InteriorSqFt Unit5LeaseEnd Unit5MonthlyRent Unit5Occupied Unit5PartialBaths Unit5Rooms Unit6Baths Unit6Bedrooms Unit6InteriorSqFt Unit6LeaseEnd Unit6MonthlyRent Unit6Occupied Unit6PartialBaths Unit6Rooms Unit7Baths Unit7Bedrooms Unit7InteriorSqFt Unit7LeaseEnd Unit7MonthlyRent Unit7Occupied Unit7PartialBaths Unit7Rooms rev. 3/25/2015

Unit8Baths Unit8Bedrooms Unit8InteriorSqFt Unit8LeaseEnd Unit8MonthlyRent Unit8Occupied Unit8PartialBaths Unit8Rooms Unit9Baths Unit9Bedrooms Unit9InteriorSqFt Unit9LeaseEnd Unit9MonthlyRent Unit9Occupied Unit9PartialBaths Unit9Rooms UnitFloors CookingFuel Cooling ElectricService FuelOnSite Heating HotWater LaundryType SewerSeptic Utilities Water ApplicationFee ExtraFee HOAFee AdditionalIncomeSources AnnualElectricExpense AnnualGrossExpense AnnualGrossIncome AnnualHeatingExpense AnnualInsuranceExpense AnnualMaintananceExpense AnnualOtherExpense AnnualWaterSewerExpense OneBedroomUnits PurchaseOptional RestrictionEasements Tenancy CurrentFinancing FinancingType (R) MaxPhotoTms (R) TotalPhotos (R) InclusionRemarks (R) Remarks (R) LandUse LandUseCode LeaseInEffect LeasedUnits LotAreaAcre LotDimDepth LotDimWidth LotDimensions PorchDeck PropertyAge SoilTypes Structures Topography ZoningCode HasGarageFlag GarageSpaces GarageType Participant IDX PLUS

Parking AltAgentFirstName (R) AltAgentGeneration (R) AltAgentAgentID (C) AltAgentLastName (R) AltAgentMiddleInitial (R) AltAgentNickname (R) AltAgentPreferredFirstName (R) AltAgentPreferredLastName (R) ListAgentFirstName (R) ListAgentGeneration (R) ListAgentAgentID (C) ListAgentLastName (R) ListAgentMiddleInitial (R) ListAgentNickname (R) ListAgentPreferredFirstName (R) ListAgentPreferredLastName (R) ListOfficeOfficeID (C) ListOfficeOfficePhone (R) ListOfficeFullOfficeName (R) ListOfficePostalCode (R) SaleAgentFirstName (R) SaleAgentGeneration (R) SaleAgentAgentID (C) SaleAgentLastName (R) SaleAgentMiddleInitial (R) SaleAgentNickName (R) SaleAgentPreferredFirstName(R SaleAgentPreferredLastName(R SaleOfficeOfficeID (C) SaleOfficeFullOfficeName (R) LeaseType CityName County CrossStreet DisplayStreetNumber FullStreetAddress PostalCode State StreetDirPrefix StreetName StreetSuffix StreetNumber UnitNumber Zip4 AssociationFeePaymentFreq CommunityFeeIncludes CondoAssociation ElementarySchool ElementarySchool2 HOA HighSchool HousingForOlderPersons MiddleSchool MiddleSchool2 Pool PropertySubdivision Roads Subdivision Farm FarmHouse FarmUses ListingArea Location LocationTypes LotDescription 6

LotImprovement LotNumber SchoolDistrict TrafficCount LandAssessmentAmount TaxYear TotalAssessment TotalTaxes SepticExpiryDate WellDepth ListingAreaID (C) GreenRemarks (R) Certifications OneTimeFee VowAVMAllowed (R) VOWCommentsAllowed (R) AdditionalSaleTerms BuildingFacadeOrientation FinalSaleTerms

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5. Notes A. TREND reserves the right at any time to remove any data field from IDX PLUS CONTENT delivered to IDX PLUS PARTICIPANT and/or VENDOR. B. TREND reserves the right to deem specific data fields as “confidential” or “restricted” at any time.

Participant IDX PLUS

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Appendix B TREND IDX PLUS CONTENT DISPLAY REQUIREMENTS In addition to the Display requirements and restrictions set forth in PARTICIPANTS’ IDX Agreement and Appendix “B” thereto, the following requirements and restrictions apply to the display of IDX PLUS CONTENT. I.

IDX PLUS CONTENT Display Requirements IDX PLUS PARTICIPANTS may publish on their LICENSED SITE information about sold listings (i.e., those that have closed and have been reported as sold in TREND’s on-line database, reflected as “Settled”) in the form of a simple results set or as part of an automated valuation. IDX PLUS PARTICIPANTS will be granted access to Sold Data dating from January 1, 2000 forward but may display less than the entire range of IDX PLUS CONTENT made available. IDX PLUS PARTICIPANTS will be granted access to Pending Data for display on their LICENSED SITE. This information is available for display subject to the Display Restrictions defined in Section II Off-Market Status Identification. Should a listing transition from an Active Status to either Temporarily Off Market, Expired or Withdrawn Status, the property may continue to be displayed on the LICENSED SITE for up to an additional thirty (30) days or until the listing is no longer available within the IDX PLUS CONTENT. The property must be identified as a status of “No Longer Available”. Pending Status Identification: All listings which contain the status of Pending must be displayed and identified as “Under Contract”. Attribution. 

 

Sold Status: IDX PLUS PARTICIPANTS may display the name, location, and/or contact information of the listing and selling firm, office, or agent associated with a sold property. In the event such information is displayed, attribution must be provided for both listing and selling firm for all results and shall be consistent with IDX requirements. Pending Status: IDX PLUS PARTICIPANTS must include only the listing firm’s name. The listing firm’s name must be displayed legibly and in a manner that makes it clear to a reasonable consumer that the named firm is the listing broker of the property. Off Market Statuses: IDX PLUS PARTICIPANTS must include only the listing firm’s name. The listing firm’s name must be displayed legibly and in a manner that makes it clear to a reasonable consumer that the named firm is the listing broker of the property.

II. Display Restrictions Limit on Display of Search Results. Any single search that includes Sold Data may display up to 25 matching properties per page. If a single search that includes Sold Data matches more than 100 total properties, only the first 100 properties may be returned and displayed. Off-Market Status Identification. The status names “Temporarily Off Market,” “Expired,” and “Withdrawn” are restricted from display. Automated Valuation Display: IDX Plus PARTICIPANTS may create an automated valuation of property using IDX PLUS CONTENT and/or provide an automated valuation of property in conjunction with the display of IDX PLUS CONTENT only if permitted to do so by the Seller, as determined through the VowAVMAllowed data field. If the value within VowAVMAllowed = No, then display of an automated valuation is strictly prohibited. Consumer Comments: IDX Plus PARTICIPANTS may allow consumers to add comments on IDX PLUS CONTENT only if permitted to do so by the Seller, as determined through the VowCommentsAllowed data IDX PLUS Appendix B

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field. If the value within VowCommentsAllowed = No, then display of consumer comments is strictly prohibited Augmentation. IDX PLUS CONTENT may be augmented with data obtained from sources other than TREND so long as the source of such information is clearly disclosed. Examples include, but are not limited to:       

Contact information for the firm and/or agent (including phone numbers, e-mail addresses, and email links Company and/or franchise logos Licensee photos Link to community and school information Links to additional property information Geo-codes Advertisement

However, IDX PLUS PARTICIPANTS’ company and/or licensee information, logos, and photos must not be displayed in a manner which would lead a reasonable consumer to believe the properties displayed were sold and/or listed by the identified company or licensee if such is not the case. Prohibitions. IDX PLUS PARTICIPANTS are prohibited from displaying the following sold status and offmarket statuses content, whether provided by TREND or from another source:            

List Price Original Price List Date Days on Market Virtual Tour Links Remarks Inclusions Exclusions Possession Driving Directions Seller Concessions Financing Terms

IDX PLUS Appendix B

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Any other information that TREND, at its sole discretion, determines may not be displayed including but not limited to CloseDate if provided when the Status=Active. Extraction. IDX PLUS PARTICIPANTS may extract properties listed by their firm from the IDX PLUS CONTENT database and display such properties on their LICENSED SITE separate from IDX PLUS CONTENT search and display pages without being subject to the restrictions stated in these guidelines. III. Required Disclosures and Notifications IDX PLUS PARTICIPANTS may provide an automated valuation of property using IDX PLUS CONTENT, but in no event may the valuation be called an appraisal. IDX PLUS PARTICIPANTS may call the valuation an “estimate,” an “estimated value,” an “estimated property value,” or similar. In addition to prevailing IDX and statutory requirements, any LICENSED SITE page that displays IDX PLUS CONTENT and/or automated valuations based on information obtained under an IDX PLUS Agreement must label each such property as “Settled” or “Closed Sale” or “Recent Sale” and include the following disclaimers: “This home sale information is not to be construed as an appraisal and may not be used as such for any purpose.” “TREND MLS is the (or a) provider of this home sale information and has compiled content from various sources. Some properties represented may not have actually sold due to reporting errors.” IV. Sharing of TREND IDX PLUS CONTENT Database Sharing of the TREND IDX PLUS CONTENT database (or any portion thereof) with any third party not authorized by TREND is prohibited. TREND requires a licensing agreement (provided by TREND) between TREND and:   

The Participant, AND The Subscriber (when applicable), AND Any third party vendor who hosts or maintains a LICENSED SITE displaying TREND IDX PLUS CONTENT for a TREND member or who hosts, maintains or downloads the TREND IDX PLUS CONTENT database (or any portion thereof).

V. Other TREND Rules Apply In addition to the IDX PLUS CONTENT Requirements, all other TREND Rules & Regulations governing the display, reproduction, and distribution of data and content apply to the display of IDX PLUS CONTENT by IDX PLUS PARTICIPANTS.

Participant IDX PLUS

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VALUEMAP LICENSE AGREEMENT (TERMS OF USE) This is a contract. This ValueMap End User License Agreement ("Agreement") is between you, the End User, and CoreLogic, Inc. (the "Company"). This Agreement accompanies data, information, reports, and software known as ValueMap ("RVM Services"). By using RVM Services within or registering to add RVM Services to your own Web site, you are agreeing to all the terms and conditions of this Agreement. If you have already executed a End User License Agreement ("EULA") this Agreement serves as an addendum. If any provisions in the EULA conflict with the Agreement, the Agreement controls. The Company and its service partners (including, but not limited, to the Multiple Listing Service in which you participate and by whose system you accessed this Agreement) collectively provide you with RVM Services (collectively, "Company"). The Company grants you ("End User") a limited, non-exclusive, non-transferable license to use the RVM Services, provided you accept the following terms and conditions: 1.

2.

3.

4.

5. 6.

Company Property. The RVM Services and all intellectual property rights are owned by Company. No ownership rights are granted by this Agreement and, except for the limited license provided, Company reserves all rights in and to the RVM Services and all underlying data compilations and information, including but not limited to the exclusive intellectual property rights and the right to grant further licenses. End User acknowledges that the RVM Services are the proprietary property of Company and are a valuable commercial product, the development of which involved an expenditure of substantial time and money by Company. Permitted Use. "End User Web site" means any Web site owned and operated by or on behalf of an End User that contains an authorized link to RVM Services intended for use by consumers interested in obtaining general residential real estate-related and home valuation information. End User Website shall only include websites maintained solely in conjunction with the promotion of residential realty sales by End Users. Portal sites and websites promoting third parties other than End Users or products or services other than the residential realty sales services of End Users shall not be included in the definition of End User Website. End Users' Permitted Use: You may use the RVM Services offered via . You may also choose to integrate RVM Services into your Web site for use by Visitors (as defined below), provided that such Web site is maintained solely in conjunction with the promotion of residential realty sales by you or other agents of your brokerage. End Users shall not obscure required notices presented to Visitors, including but not limited to the following notices of Company and its service partners: (1) Privacy policy; (2) Terms & Conditions; (3) Microsoft's Virtual Earth Terms; (4) Disclaimer; and (5) respective copyrights (collectively, "Links"). After execution of this Agreement, you are eligible to obtain a license key that enables you to link your End User Web site to the RVM Services. Each End User Web site requires a unique license key. You shall not share or provide your license key to any third party except to the extent such that party is providing services directly related to maintaining your End User Web site. You shall not proxy Company's RVM Services to Visitors. You may deliver RVM Services solely by framing or linking. Visitors' Permitted Use: Through your Web site, you may offer Visitors access to RVM Services for their personal use relating to decisions to purchase or sell residential real properties. The Company reserves the right to state permitted use by Visitors on and through the RVM Services. Such permitted use shall not include resale, re-licensing, or redistribution of the RVM Services, in whole or in part, or any of the underlying content contained within RVM Services to any third party. Visitors' Caps: Each Visitor to the End User Web site is subject to caps on usage. "Caps" mean the maximum number of home valuation reports an individual Visitor is permitted to obtain through an End User Web site each day, week and month. The calculation of the Cap is equivalent to the number of addresses searched by a Visitor to the End User Web site (in effect, the number of times Visitor clicks "Go" to execute a search). The purpose of Caps is to protect against (i) inappropriate and predatory use of RVM by individual Visitors and (ii) inadequate system resources and performance to serve other End Users and their Visitors. The Cap on RVM reports, is solely determined by Company as measured using a commercially reasonable number of average "Go" clicks executed by Visitors. Restrictions on Use. Both during and after the term of this Agreement, End User agrees as follows: a) End User shall not (i) use RVM Services in lieu of an actual appraisal, (ii) promote or present RVM Services to Visitors as an actual appraisal (iii) disclose, use, disseminate, reproduce or publish any portion of the RVM Services in any manner other than as expressly permitted in this Agreement, (iv) permit any parent, subsidiary, other affiliated entity or other third party, including any third party entity involved in a joint marketing arrangement with End User, to use the RVM Services or any portion, (v) resell, re-license or redistribute the RVM Services in whole or in part, (vi) use the RVM Services to create any derivative products, (vii) use the RVM Services to create, enhance or structure any database in any form for resale or distribution. b) End User shall (i) comply with the published guidelines of the Direct Marketing Association, other applicable industry guidelines, and all federal, state, and local laws, regulations, ordinances and court orders from competent jurisdictions regarding the use, storage and dissemination of data such as the RVM Services, (ii) abide by all prevailing federal, state, and local laws, regulations, ordinances and court orders from competent jurisdictions, including but not limited to those governing fair information practices and consumers' rights to privacy, and any applicable non-solicitation laws and regulations; (iii) limit access to consumer information to those individuals who have a "need to know" in connection with End User’s business and will obligate those individuals to acknowledge consumers’ rights to privacy and adhere to fair information practices and consumers’ right to privacy; (iv) abide by Company’s privacy policies and End User’s own privacy policies; and (v) use the RVM Services in a manner that gives due consideration to matters concerning privacy. c) End User understands that the data has not been collected for credit purposes and is not intended to be indicative of any consumer's credit worthiness, credit standing, credit capacity, or other characteristics listed in Section 1681(a) of the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. End User shall not use the RVM Services (i) as a factor in establishing an individual’s eligibility for credit or insurance, (ii) in connection with underwriting individual insurance, (iii) in evaluating an individual for employment purposes, (iv) in connection with a determination of an individual's eligibility for a license or other benefit granted by a governmental authority, (v) in any way that would cause the RVM Services to constitute a "consumer report" under the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., or (vi) in any other manner that would cause such use of the RVM Services to be construed as a consumer report by any pertinent governmental authority. d) End User shall be solely responsible for maintaining the confidentiality of any license codes, usernames and passwords used by its employees. End User shall be responsible for all use associated with accessing the RVM Services with the password, whether or not authorized by End User. e) End User shall not use the RVM Services for any purpose that (i) infringes any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy, or (ii) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing.\ f) End User shall follow all MLS' policies, regulations, and procedures. Compliance Audits. Company reserves the right, during normal business hours, on reasonable notice, and at Company's expense, to audit the End User to ensure End User's compliance with the terms and conditions of this Agreement. Company shall select an auditor in its sole discretion. If such auditor determines there has been a breach in End User's compliance with the terms of this Agreement, Company may immediately terminate this Agreement and pursue its other legal remedies. Should End User not cooperate with Company's audit request within five (5) days, End User is deemed to have conclusively admitted to a material breach in End User's compliance for which Company may immediately terminate this Agreement and pursue its legal remedies. Term and Termination. The term of this Agreement is coterminous with the underlying MLS master agreement. Company may terminate the End User if in Company's sole discretion End User is misusing the RVM Services for purposes other than personal use, or, if End User's usage is unreasonably excessive. Disclaimer.

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EXCEPT AS OTHERWISE STATED IN THIS SECTION, THE RVM SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES, THIS DISCLAIMER MAY NOT APPLY. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE RVM SERVICE IS COMPLETE OR FREE FROM ERROR, AND DOES NOT ASSUME, AND EXPRESSLY DISCLAIMS, ANY LIABILITY TO ANY PERSON OR ENTITY FOR LOSS OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN THE RVM SERVICE, WHETHER SUCH ERRORS OR OMISSIONS RESULT FROM NEGLIGENCE, ACCIDENT, OR OTHER CAUSE. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR OBTAINING ANY AND ALL NECESSARY LICENSES, CERTIFICATES, PERMITS, APPROVALS OR OTHER AUTHORIZATIONS REQUIRED BY FEDERAL, STATE OR LOCAL STATUTE, LAW OR REGULATION APPLICABLE TO CUSTOMER'S USE OF THE RVM SERVICE. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE LEGALITY OR PROPRIETY OF THE USE OF THE RVM SERVICE IN ANY JURISDICTION, STATE OR REGION. Limitation of Liability. END USER SHALL NOT HOLD COMPANY LIABLEUNDER OR RELATED TO THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE. END USER SHALL NOT SEEK DIRECT MONEY DAMAGES FROM COMPANY.. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT VOID THIS LIMITATION. COMPANY SHALL HAVE NO LIABILITY UNDER OR IN ANY WAY RELATED TO THIS AGREEMENT FOR ANY LOSS OF PROFIT OR REVENUE OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, EVEN IF COMPANY IS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY. END USER AGREES THAT THE LIMITATIONS SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THIS AGREEMENT, AND THAT THE RVM SERVICES WOULD NOT BE PROVIDED TO END USER ABSENT SUCH LIMITATIONS. Indemnification. END USER SHALL INDEMNIFY AND HOLD COMPANY HARMLESS FROM AND AGAINST ALL CLAIMS OF THIRD PARTIES ARISING OUT OF OR RELATED TO THE USE OF THE RVM SERVICES BY THE END USER, OR ATTRIBUTABLE TO END USER'S BREACH OF THIS AGREEMENT; PROVIDED THAT COMPANY GIVES END USER PROMPT WRITTEN NOTICE OF ANY SUCH CLAIM. COMPANY SHALL CONTROL THE DEFENSE AND ANY SETTLEMENT OF SUCH CLAIM, AND END USER SHALL COOPERATE WITH COMPANY IN DEFENDING AGAINST SUCH CLAIM. General. a) Unless specified otherwise in a fully-executed license agreement with Company, this Agreement constitutes the entire agreement between the parties with respect to the RVM Services and supersedes any prior understanding or agreement, oral or written, relating to the RVM Services. b) The interpretation and construction of this Agreement, and all relating matters , are governed by the laws of the State of California applicable to agreements executed and to be performed solely within California. The parties submit to the jurisdiction of, and waive any venue objections against, the United States District Court for the Central District of California, Orange County Branch and the Superior and Municipal Courts of the State of California, Orange County in any litigation arising out of relating to this Agreement or its subject matter. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. c) The prevailing party shall be awarded its reasonable attorneys' fees and costs in any lawsuit arising out of or related to this Agreement. d) No modification, amendment, supplement to or waiver of any provision of this Agreement is effective unless in writing and duly signed by an authorized representative of both parties. e) Any provision of this Agreement that contemplates performance subsequent to the expiration or earlier termination of this Agreement survives such expiration or termination and continues in full effect until fully satisfied. f) Company shall not be liable for any delay or failure in its performance of any of the acts required by this Agreement when delay or failure arises for reasons beyond Company's reasonable control. g) End User shall not assign this Agreement or any rights or obligations. h) Neither party shall use, or permit their respective employees, agents and subcontractors to use the trademarks, service marks, copyrighted material, logos, names, or any other proprietary designations of the other party, or the other party's affiliates, whether registered or unregistered, without such other party's prior written consent. i) Except with Company's prior written approval, End User shall not disclose Company as a data source to any third party, unless required by federal, state or local laws or government regulations and with prior notice to Company. j) End User shall provide for physical security of the RVM Services with the same degree of care (provided that such is at least a reasonable degree of care) that End User uses to protect its own most sensitive data. k) Notices to End User shall be sent to the address entered by End User in the registration information. Any notice or other communication required or permitted under this Agreement is sufficiently given if delivered in person or sent by one of the following methods: (a) registered U.S. mail, return receipt requested (postage prepaid); (2) certified U.S. mail, return receipt requested (postage prepaid); or (3) commercially recognized overnight service with tracking capabilities.

By accessing the information contained within the RVM Services and clicking "I Accept," End User shall be bound by all terms and conditions contained in this Agreement. By clicking "I Accept," End User asserts that he, she or it is an authorized agent of End User with the authority to bind End User to the terms and conditions contained in this Agreement. If End User does not accept the terms and conditions, End User will not be permitted to use the RVM Services.

To add ValueMap to your site, fill out the form, accept the Terms of Use and email ([email protected]) or fax (610-783-4699) back to TREND.

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