RealtyTrac Inc. ("RealtyTrac"), through this web site, offers services to you, the "Professional Member" or "Professional Service Provider", conditioned on your agreement to adhere to the following Terms of Use without modification by you of any kind. Your agreement with RealtyTrac and/or use of RealtyTrac's services constitutes your acceptance of these Terms of Use. These Terms of Use are subject to change by the web site owner, in its sole discretion, at any time, without prior notice. Use of the web site is subject to the most current version of the Terms of Use posted on the web site at the time of use.

Based upon the Professional Member's agreement to adhere to these Terms of Use, and/or use of RealtyTrac services, RealtyTrac grants and conveys to the Professional Member, during the term of any paid membership, a non-exclusive, non-transferable license to use the data, information and services provided through the web site subject to the details below.

Obligations of Professional Members Registered with RealtyTrac

By completing your Service Provider Agreement with RealtyTrac.com as a Professional Member, and/or your use of RealtyTrac services, you agree that:

1. You are of legal age and are otherwise capable of forming a legally binding contract; and have obtained all necessary permissions within your business (if applicable) to participate in the RealtyTrac services;
2. All information you submit to RealtyTrac or pursuant to a RealtyTrac service is accurate and complete and that you will maintain and promptly update such Profile, Proposal(s), Bid(s), Endorsement(s) or other Information supplied to RealtyTrac or to Users to ensure accuracy at all times;
3. You are an individual person;
4. You have acquired and will maintain appropriate insurance coverage and have complied with all real estate licensing and regulatory requirements applicable to real estate agents and/or brokers in the areas for which you have requested RealtyTrac service;
5. You have acquired and will maintain appropriate insurance coverage and have complied with all lending licensing and regulatory requirements applicable to mortgage lenders and/or brokers in the areas for which you have requested RealtyTrac service;
6. You will not use information obtained through RealtyTrac to locate, identify or directly contact a Home Seller or Home Buyer in any manner without Buyer/Seller consent;
7. You will not use or attempt to use any facility provided by RealtyTrac wholly or partly in order to provide you with information concerning the commissions, fees, prices, or other terms offered by other Professional Members;
8. You will not respond to a request for service that you i) do not offer, ii) are not permitted or licensed to offer based on applicable laws and regulations, or iii) do not intend in good faith to contract with an RealtyTrac web site User to provide service;
9. You will not submit a Profile or Proposal or Bid or Endorsement or refer RealtyTrac supplied requests for service to any other person or business entity for resale;
10. You will not take any action that may undermine the integrity of any RealtyTrac web site User or Professional Member initialed feedback system, including, without limitation: supplying inaccurate information to, or accessible by, any of the RealtyTrac services;
11. You will not use any RealtyTrac web site User feedback rating system that may be available from time to time for any purpose other than to facilitate promotion of information among RealtyTrac web site Users and Professional Members;
12. You have secured and will maintain any required supervising broker's authorization and payment of a fee that will be incurred by virtue of your RealtyTrac Service Provider terms, if you are a licensed real estate salesperson, broker, associate or other non-supervising broker real estate professional legally permitted to conduct or participate in certain real property transactions in your state of residence or employment, but subject to broker oversight;
13. You hereby grant RealtyTrac permission to e-mail or display your Profile and such other information as may be supplied by you to RealtyTrac on or from RealtyTrac's web site (www.RealtyTrac.com) and such other partner and affiliate web sites as RealtyTrac shall deem advisable, in its sole determination, for marketing purposes;
14. You will use Advertisement(s) that: (i) are Advertisements and as such are complete, accurate and verifiable, and do not misstate, misquote the endorser (including words taken out of context) and have been posted with the endorser's full and unqualified permission; (ii) include the marketer's name and telephone number; (iii) do not name any other real estate professional or promote goods or services provided by someone other than the real estate professional posting an Advertisement; (iv) do not contain links to other web pages, pictures or JavaScript; (v) will provide to RealtyTrac and RealtyTrac web site Users and/or members Property Listings that are accurate and current, and comply with all professional, regulatory and contractual requirements, including such requirements relating to the promotion and advertising of those Property Listings; and (vi) will be responsible for setting your own fees and commissions in compliance with all applicable laws and regulations.

Proprietary Rights

Professional Member represents, warrants, affirms and agrees that the data, information, services and RealtyTrac name are proprietary information and property of RealtyTrac, its suppliers and/or affiliates and are protected by copyright, trademark, trade name and other proprietary rights. Professional Member's usage of this web site, even as a member, only allows limited use of the data, information and services subject to the express limitations and restrictions provided for in these Terms of Use.

Consequences of Non-Compliance with Terms of Use

At any time that RealtyTrac believes, in its sole discretion, that the Professional Member has violated any term, condition, restriction, permitted use or limitation provided in these Terms of Use, Professional Member's use may be immediately terminated, including any membership, and Professional Member agrees that Professional Member's sole remedy for such termination of Professional Member's membership shall be to receive a pro-rata refund of the membership fee paid by Professional Member for the remaining days of the then current term of prepaid fees. Nothing stated herein shall limit RealtyTrac's right to pursue all claims and causes of action it may have against the Professional Member for violating these Terms of Use including, but not limited to, monetary damages, injunctive relief, attorney's fees and court costs.

Term Period of Professional Member Access

The term of Profession Member's access is based upon Professional Member's express agreement and adherence to these Terms of Use and to Professional Member's fully paid membership fees associated with members when applicable. All paid membership shall be for the agreed upon term (e.g. monthly, quarterly, semi-annually or annually) and shall automatically renew for indefinite successive renewal terms for the same period as the initial term unless terminated by User or RealtyTrac. However, if the Professional Member accepts a special introductory promotional offer for a membership or a multi-month discounted membership, then at the conclusion of the specific initial term of the special introductory promotional offer term or multi-month discounted membership, the membership shall automatically renew on and Professional Member agrees and authorizes RealtyTrac to charge Professional Member's credit card or bank account on a pre-paid basis for a month-to-month basis for indefinite successive month-to-month renewal terms at the then prevailing regular published monthly retail rate at time of renewal until terminated in accordance with the provisions of these Terms of Use. Professional Member agrees that there is NO refund, offset or credit that will be given for any cancellation of a special introductory promotional offer membership or a multi-month discounted membership. If Professional Member registers for a free trial, Professional Member agrees to be rolled into a pre-paid month-to-month membership at the end of the free trial period, if Professional Member does not cancel the free trial prior to the expiration. The Professional Member agrees and authorizes RealtyTrac to process a charge to the Professional Member's credit card or checking account provided by Professional Member during Professional Member's registration or member information update process to prepay Professional Member's membership. The initial term begins at the end of the free trial period, unless the Professional Member cancels within the free trial period.

Termination

RealtyTrac reserves the right to cancel the services provided to Professional Member at any time, in RealtyTrac's sole discretion.

All fees due to RealtyTrac up to the end of the then current term billing cycle at time of termination shall remain payable to RealtyTrac. A Professional Member must provide a 30-day cancellation notice prior to the actual effective cancellation date requested which can be delivered one of three ways:

1. By mailing a cancellation request at least thirty (30) days prior to the desired cancellation date to Customer Service Department, RealtyTrac Inc., One Venture Plaza, Suite 300, Irvine, CA 92618.
2. By faxing a cancellation request to 949-861-9415 at least thirty (30) days prior to the desired cancellation date.
3. By telephoning a cancellation request to 888-444-3336 during business hours of 8am to 5pm PST Monday through Friday.

Survival of Terms

The License Restriction and Proprietary Rights described herein survive any termination of this Agreement, Term of Use and/or any Professional Member's use, membership or subscription to this web site.

Resale Property Posting Services

Professional Members may post properties for sale on this web site to market those properties to other RealtyTrac Users. Professional Members affirm that all the information and content Professional Member provides to RealtyTrac, whether online or otherwise, is accurate and complete. Professional Member, also agrees to update RealtyTrac with current and accurate information, if at any time the information Professional Member provided to RealtyTrac changes. RealtyTrac reserves its right to terminate or suspend access to the RealtyTrac property posting services to any Professional Member whose information RealtyTrac believes, at RealtyTrac's sole discretion, to be inaccurate or misleading or otherwise objectionable.

Professional Member agrees to only provide content that Professional Member is authorized to provide by law or contractual agreement and that does not violate any other agreement, contract with a third party or the property rights of a third party.

Professional Member further agrees not to provide any information or content to RealtyTrac, whether online or otherwise, that is unlawful, harmful, malicious, hateful, cruel, offensive, defamatory, slanderous, libelous, derogatory or objectionable in any other way.

Additional charges may apply. Should additional charges apply, charges are subject to the Payment of Charges detailed below.

Grant of License to RealtyTrac

A Professional Member who posts a property or properties for sale on this web site grants to RealtyTrac an unlimited, unrestricted and royalty-free license to publish and display all, part or a modified version of the content provided by the Professional Member on any RealtyTrac controlled or sponsored web site and on all other RealtyTrac controlled or sponsored publications and services. Furthermore, a Professional Member who posts a property or properties for sale with/to RealtyTrac, grants RealtyTrac permission to make analytic use of and to distribute, by e-mail or otherwise, all, part or a modified version of the content provided by the Professional Member to all RealtyTrac Users, partners and affiliates and to any media RealtyTrac shall deem advisable in its sole determination for marketing purposes.

Lead Management System

RealtyTrac partners with SharperAgent to provide the Lead Management System. Should the Professional Member subscribe to the Lead Management System with SharperAgent through RealtyTrac, the Professional Member agrees to allow RealtyTrac to transmit the Professional Member's information to Sharper Agent.

Additional charges applies for the Lead Management System and are subject to the Payment of Charges detailed in the SharperAgent Lead Management System offering.

Other Service Providers

From time to time RealtyTrac may include on its web sites third-party service providers such as, but not limited to, moving, magazine, coaching or a mortgage service provider. RealtyTrac posts these services on its web sites as a service to its Professional Members. RealtyTrac is not responsible for and makes no warranty or representation as to the quality or performance of the services offered by or through these other service providers. It is the Professional Member's responsibility, and RealtyTrac encourages this for all Professional Members, to independently investigate the qualifications of each service provider and to carefully review each service provider offering prior to entering into any engagement.

RealtyTrac is not responsible or liable for any acts or omissions created or performed by these other Service Providers. RealtyTrac's web sites may contain links to web sites maintained by third-party Service Providers. Such links are provided for Professional Member convenience and reference only. RealtyTrac does not operate or control, in any respect, any information, software, products or services available on such web sites. RealtyTrac's inclusion of a link to such web sites does not imply any endorsement, warranty, guarantee or recommendation of these web sites, contents, products or services of the sponsoring organization.

Third-Party Content and Screening

RealtyTrac is a data aggregator of content supplied by third parties, Users and/or members, and Professional Members and as such does not have editorial control over the opinions, advice, statements, services, offers or other content provided, expressed or implied by third parties, including other Users of RealtyTrac. RealtyTrac reserves the right, but is not obligated, to screen and review any content provided to RealtyTrac and remove or edit any content, if it does not comply with laws, rules or regulations, or for any other reason RealtyTrac deems relevant.

Modification of RealtyTrac Services

RealtyTrac reserves the right to modify or discontinue any service or a portion or attribute thereof, or the offering of any information, goods, content, product or service with or without notice to any Professional Member or Professional Service Provider. RealtyTrac shall not be liable to any Professional Member or any third party should RealtyTrac exercise its right to modify or discontinue any service.

PAYMENT OF CHARGES

Fees and Requirements for Professionals Members

RealtyTrac offers services targeted to Professional Members. To receive these services Professional Members must accurately complete a Professional Service Provider Agreement for each service offered and agree to relevant payment obligations. Depending on the service chosen, the Professional Member may be required to supply a valid credit card that is available for periodic payments. Alternatively, where applicable, the Professional Member agrees that fees due to RealtyTrac for advertising and marketing services shall be paid directly to directly to RealtyTrac Inc.

Applicable fee(s) are payable whenever a Professional Member purchases marketing/advertising services for a "Local Territory" and "Accepts Leads" submitted by Users and/or members of RealtyTrac.com. For Professional Members receiving Seller and/or Buyer leads from RealtyTrac all leads shall be included along with the purchase of marketing/advertising services for a "Local Territory (ies) and all applicable monthly fees are payable on the 1st day of the term that the Professional Member's selected service commences.

A. On Time Payment

A Professional Member is expected to pay all charges on time and may be required to submit an accompanying payment and/or payment authorization in connection with charges. Credit card transactions require an acceptable and currently working credit card number. RealtyTrac may terminate or disable a Professional Member's account or service if the Professional Member fails to pay any amount due to RealtyTrac when due. If the Professional Member's credit card expires or otherwise declines payment, access to RealtyTrac services and its web sites can be modified or suspended without notice to the Professional Member. If any payment is more than thirty (30) calendar days past due, interest at the rate of 15% of the balance per annum, or the maximum allowable by law, whichever is less, accrue on the total amount of the delinquent sum, and the entire amount unpaid charges or other outstanding balance (if any), plus this assessment, will become immediately due and payable. The Professional Member shall pay all costs of collection, including legal fees, incurred by RealtyTrac. The Professional Member is responsible for any premium charges incurred in connection with the use of and/or by requesting or accessing RealtyTrac information, content, goods, product or services that are provided at an extra cost. Each time RealtyTrac is accessed or used, the Professional Member affirms that RealtyTrac is authorized to obtain payment from through a selected payment method. All fees are quoted and payable in United States dollars. The Professional Member is also responsible for paying all applicable taxes for information, contents, goods, products or services and any other costs incurred in connection with the use of or access to RealtyTrac including charges incurred on the Professional Member's account by the Professional Member, or anyone the Professional Member allows to use the Professional Member's account.

B. Payment Methods

Professional Member's complete billing address and telephone number must be provided to process payments. RealtyTrac accepts major credit cards including Visa, MasterCard, American Express and for some charges may accept bank drafts, including personal checks, money orders, cashiers checks, and company checks. However, for non-credit card payment methods, RealtyTrac, may not credit the applicable account until additional procedures are completed and after the bank certifies receipt of funds - typically ten (10) business days. RealtyTrac may charge a twenty-dollar ($20.00) handling fee, or the maximum allowable by law, whichever is less, for each check returned unpaid for insufficient funds or any other reason.

C. Account Discrepancies

A Professional Member may contact the RealtyTrac Customer Service Department by e-mail or telephone concerning charges or other questions regarding the status of an account. However, if the Professional Member's account questions are not satisfactorily resolved within fifteen (15) business days of Professional Member's calling or sending e-mail, and in no event later than ninety (90) days after a questionable account billing or other discrepancy should have been or could have been reasonably discovered, the Professional Member must write to the Customer Service Department, RealtyTrac Inc., One Venture Plaza, Suite 300, Irvine, CA 92618 delivered by United States mail or by fax to 949.305.0803. Otherwise, any and all such Professional Member complaints are waived by the Professional Member.

DISCLAIMERS AND LIMITATIONS

RealtyTrac does not guarantee the accuracy and/or quality of the information, goods and/or services offered or advertised on this web site. Errors may occur as a result of human and/or mechanical error in the preparation, aggregating, and/or transferring of the property information from which RealtyTrac receives and ultimately presents the information on the RealtyTrac web sites. In addition, RealtyTrac may make changes and improvements to the information provided herein at any time. THE WEB SITE AND THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ASSOCIATED WITH IT ARE PROVIDED "AS IS." REALTYTRAC AND/OR ITS SUPPLIERS, PARTICIPATING LENDERS, PROFESSIONAL SERVICE PROVIDERS, THIRD PARTY CONTENT PROVIDERS AND OTHER SERVICE PROVIDERS DISCLAIM ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO THE WEB SITE AND ANY INFORMATION, SOFTWARE, PRODUCT, GOOD AND SERVICE PROVIDED HEREIN, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. BY THE PROFESSIONAL MEMBER'S USE OF REALTYTRAC'S SERVICES, THE PROFESSIONAL MEMBER AGREES AND ACKNOWLEDGES THAT THE PROFESSIONAL MEMBER'S USE OF ALL REALTYTRAC INFORMATION, SOFTWARE, PRODUCTS, GOODS AND/OR SERVICES PROVIDED IN, BY OR THROUGH REALTYTRAC AND OR ITS WEB SITES IS AT THE PROFESSIONAL MEMBER'S OWN RISK. REALTYTRAC AND/OR ITS SUPPLIERS, ARE NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR OTHER INJURY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF REALTYTRAC'S SERVICES OR WITH THE DELAY OR INABILITY TO USE ITS WEB SITES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, GOODS AND/OR SERVICES OBTAINED THROUGH THE WEB SITES, OR OTHERWISE ARISING OUT OF THE USE OF THE WEB SITE, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, REGARDLESS OF WHETHER OR NOT YOU KNOW, SUSPECT, OR HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES AND EVEN IF REALTYTRAC AND/OR ITS SUPPLIERS KNOW, SUSPECT OR HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU, IF THE PROFESSIONAL MEMBER RESIDES IN SUCH A JURISDICTION.

INDEMNITY

As a condition of use of RealtyTrac web sites, you agree to indemnify RealtyTrac and its suppliers, distributors, participating Lenders, Professional Service Providers or other Service Providers from and against any and all liabilities, expenses (including attorneys' fees) and damages arising out of claims resulting from your use of RealtyTrac's services, including without limitation any claims alleging facts that, if true, would constitute a breach by you of this Agreement.

ERRORS AND DELAYS

RealtyTrac is not responsible for any errors or delays in responding to a qualification form or referral form caused by an incorrect e-mail address provided by you or other technical problems beyond our reasonable control.

DISPUTE RESOLUTION

The Professional Member agrees that any claim or controversy, arising out of or relating to the use of RealtyTrac services, information, content and data displayed on the RealtyTrac web sites; the goods or services provided by RealtyTrac, or to any acts or omissions for which the Professional Member may contend RealtyTrac is liable, including but not limited to any claim or controversy ("Dispute"), shall be finally, and exclusively, settled by arbitration in Orange County, California. The arbitration shall be held before one arbitrator under the commercial arbitration rules of the American Arbitration Association ("AAA") in force at that time. The arbitrator shall be selected pursuant to the AAA rules. Should no AAA rule regarding the selection of an arbitrator be in effect, the Professional Member shall select an arbitrator from a panel of arbitrators acceptable to RealtyTrac. In any arbitration, RealtyTrac will pay the filing fee, plus the costs associated with the first day of arbitration, with the remaining costs of arbitration being paid by the non-prevailing party. To begin the arbitration process, a party must make a written demand therefore. Any judgment upon the award rendered by the arbitrator may be entered only in a court of competent jurisdiction in Orange County, California. Professional Member and RealtyTrac agree that the arbitrator shall have limited authority to award damages such that the arbitrator shall not have the power to award damages in excess of actual compensatory damages and shall not multiply actual damages or award consequential, punitive or exemplary damages, and each party irrevocably waives any claim thereto. The agreement to arbitrate shall not be construed as an agreement or consolidation of arbitration under this Agreement with arbitration of disputes or claims of any non-party, regardless of the nature of the issues or disputes involved. THIS AGREEMENT PROVIDES THAT ALL DISPUTES BETWEEN THE PROFESSIONAL MEMBER AND REALTYTRAC WILL BE RESOLVED BY BINDING ARBITRATION IN ORANGE COUNTY, CALIFORNIA. THE PROFESSIONAL MEMBER THUS GIVES UP THE PROFESSIONAL MEMBER'S RIGHT TO GO TO COURT TO ASSERT OR DEFEND THE PROFESSIONAL MEMBER'S RIGHTS. THE PROFESSIONAL MEMBER ALSO GIVES UP THE PROFESSIONAL MEMBER'S RIGHT TO PARTICIPATE IN OR BRING CLASS ACTIONS. THE PROFESSIONAL MEMBER'S RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY. THE PROFESSIONAL MEMBER AND REALTYTRAC RETAIN THE RIGHT TO PURSUE INJUNCTIVE RELIEF IN COURT, AND AGREE THAT SUCH CLAIMS FOR INJUNCTIVE RELIEF MAY ONLY BE BROUGHT IN A COURT OF COMPETENT JURISDICTION IN ORANGE COUNTY, CALIFORNIA.

OTHER TERMS

These Terms of Use shall be subject to and construed in accordance with the laws of the State of California, excluding its conflict of laws principles. If any part of these Terms of Use are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement shall continue in effect. A printed version of this Agreement and of any notice given in electronic form shall be admissible in arbitration, judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. All rights not expressly granted herein are reserved.