RealtyTrac, through this website (the "Site"), offers services to you, the "Professional Member," conditioned on your agreement to adhere to these terms of use ("Terms of Use"). Your registration as a Professional Member or use of the Site or the services, information, goods, content, or products made available through the Site (each a "Service" or, collectively, the "Services") constitutes your acceptance of these Terms of Use. These Terms of Use are subject to change by RealtyTrac, in its sole discretion, at any time, without prior notice to you. Your continued access to or use of the Site or the Services after such changes have become effective constitutes your conclusive acceptance of the modified Terms of Use.

Upon registration as a Professional Member, you self select a username and password. It is your responsibility to maintain the confidentiality of that username and password, as you will be responsible for all activity transacted under that username and password through the Site. If you believe your username or password have been compromised, you should change them immediately via the Site and contact Agent Services at 1-888-444-3336.

1. License and Copyright

The content of the Site, including without limitation, its "look and feel" (e.g., text, graphics, images, logos, and button icons), data, editorial content, data, information, notices, software (including HTML or XML-based computer programs) and other material (collectively, the "Content"), are protected under both United States and foreign copyright, trademark, and other laws. The Content belongs to or is licensed to RealtyTrac. We hereby grant you a non-exclusive, non-transferable license to view and use the Site and the Content, subject to these Terms of Use. You may download or print a copy of the Content for internal use only. Permission to reprint or electronically to reproduce any Content in whole or in part for any other purpose is expressly prohibited, unless prior written consent is obtained from us.

Professional Member hereby grants to RealtyTrac an unlimited, unrestricted, irrevocable, perpetual and royalty-free license to publish and display, in accordance with applicable law, all, part or a modified version of any information, data or other content provided by the Professional Member, including without limitation, data relating to a property or properties posted for sale (collectively, "Professional Member Content"), via the Site or any other RealtyTrac-controlled or sponsored website or RealtyTrac-controlled or sponsored publications and services. Furthermore, Professional Member, by posting a property or properties for sale on the Site grants to RealtyTrac the right to make analytic use of and to distribute, by e-mail or otherwise, all, part or a modified version of such Professional Member Content to any third party, including any media RealtyTrac may deem advisable in its sole determination for marketing purposes.

If you believe any Content infringes your copyright rights, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the photograph that you claim is infringing and where it is located on the Site; (4) your address, telephone number, and email address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Our Copyright Agent for notice of claims of copyright infringement can be reached as follows: Rick Sharga, Vice President of Sales and Marketing, RealtyTrac Inc., One Venture Plaza, Suite 300, Irvine, CA 92618.

2. Services

1. Fees and Requirements for Professional Members
   RealtyTrac offers Services targeted to Professional Members. To receive these Services, Professional Member must execute a Professional Service Provider Agreement with respect to each such Service and agree to the payment obligations set forth therein. Depending on the Service chosen, Professional Member may be required to supply a valid credit card number to be available for periodic payments, or where applicable, Professional Member agrees that fees due to RealtyTrac for Services shall be paid directly to RealtyTrac by either check or electronic check. Applicable fee(s) shall be payable by Professional Member to RealtyTrac whenever Professional Member purchases Services with respect to a "Local Territory" (as defined on the Site) and/or accepts leads which may be submitted by users or members of the Site, whether or not the Professional Member has rights to a Local Territory. For Professional Members receiving seller or buyer leads from RealtyTrac, all leads shall be included along with the purchase of Services for the rights to a Local Territory and all applicable monthly fees are payable on the first day of the term that the selected Service commences. If Professional Member has purchased a "Premium" membership, the fees for such membership shall be payable on the first day of the term that the selected Service commences, and fees for leads purchased by Professional Member will be due upon acceptance of each such lead.
2. Resale Property Posting Services
   Professional Member may post properties for sale on the Site for the purpose of marketing such properties to other users of the Site. If at any time the information Professional Member provides to RealtyTrac changes, Professional Member agrees promptly following any such change to update RealtyTrac with current and accurate information.
   
   Additional charges may apply to Professional Member's posting of properties for sale on the Site. All such additional charges will be subject to the negotiation and mutual agreement of Professional Member and RealtyTrac, as confirmed by email from RealtyTrac. All such additional charges are subject to the payment terms set forth below in these Terms of Use.
3. Lead Management System
   RealtyTrac partners with SharperAgent to provide the RealtyTrac Lead Management System. Should Professional Member subscribe to the RealtyTrac Lead Management System with SharperAgent through RealtyTrac, Professional Member grants RealtyTrac permission to transmit Professional Member's information to SharperAgent.
   
   Additional charges apply to Professional Member's use of the RealtyTrac Lead Management System and are subject to the payment terms detailed in the RealtyTrac Lead Management System offering.
4. Other Service Providers
   From time to time RealtyTrac may make available through the Site, third-party service providers (collectively, "Service Providers") which may offer certain Services to Professional Member, including but not limited to mortgage, moving, magazine and coaching services. RealtyTrac makes such third-party Service Providers available through the Site for a fee or other consideration from such third-party Service Providers, and as a convenience to Professional Members. Professional Member hereby acknowledges and agrees that it is Professional Member's responsibility independently to investigate the qualifications of each Service Provider and to review carefully each Service Provider offering prior to entering into any engagement with such Service Provider.

3. Limitations on Use

1. Unless expressly authorized in these Terms of Use, the Services and the Content are provided to Professional Member solely for use within Professional Member's own organization and by Professional Member's own employees or agents, and the Services and the Content may not be shared with or used by any of Professional Member's affiliates, or any other third party, including through joint marketing arrangements.
2. Unless expressly authorized in these Terms of Use, Professional Member shall not: (i) disclose, use, distribute, publish, disseminate, reproduce, reformat or modify the Services or the Content or any portion thereof in any manner, (ii) transfer, sell, convey, resell, or sublicense the Services or the Content or any portion thereof in any manner, (iii) permit any parent, subsidiaries, affiliated entities or other third parties to use the Services or the Content or any portion thereof, (iv) process any portion of the Services or the Content, or permit any portion of the Services or the Content to be processed with other data, information, editorial content, software (including HTML or XML-based computer programs) or other material from any other source, (v) allow access to the Services or the Content through any terminals located outside of Professional Member's operations, (vi) use the Services or the Content to create, enhance or structure any database in any form for resale or distribution, or (vii) use the Services or the Content to create derivative work or derivative products of any kind.
3. Professional Member shall (i) abide by all applicable federal, state, and local laws and regulations of any kind governing fair information practices and consumers' rights to privacy, including without limitation any applicable non-solicitation laws and regulations; and (ii) limit access to consumer information to those individual who, in Professional Member's judgment, have a "need to know" in connection with Professional Member's business, and shall obligate those individuals to acknowledge consumers' rights to privacy and adhere to fair information practices.
4. Professional Member shall not use the Services or the Content: (i) for redistribution or publication via the Internet; (ii) to create real estate valuation models, programs or systems; (iii) for the purpose of extracting, selecting or otherwise removing any data elements contained in the Services or the Content for any reason; (iv) in conducting real estate appraisal; (v) for the purpose of debt collection; (vi) in connection with evaluating risk, underwriting, or marketing or selling insurance products of any kind, including without limitation, life, health, long-term care, disability casualty, umbrella, mortgage, title or property, or (vii) in connection with the marketing or sale of legal services or products of any kind, including without limitation, bankruptcy or real estate title/lien history.
5. Professional Member shall not use the Services or the Content: (i) as a factor in establishing an individual's eligibility for credit or insurance; (ii) in evaluating an individual for employment purposes; (iii) in connection with a determination of an individual's eligibility for a license or other benefit granted by a governmental authority; (iv) in a way that would cause the Services or the Content to constitute a "consumer report" under the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq.; or (v) in any other manner that would cause such use of the Services and/or the Content to be construed as a consumer report by any authority having jurisdiction over any of the parties.
6. Professional Member shall not use the Services or the Content in any way that: (i) infringes any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy, (ii) violates any law, statute, ordinance or regulation (including without limitation the laws and regulations governing unfair competition, anti-discrimination or false advertising), or (iii) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing.
7. Professional Member shall not remove, alter or obscure any proprietary notices contained in the Services or the Content or other materials provided by RealtyTrac hereunder, and shall reproduce all such notices on all copies or portions thereof.
8. Professional Member represents, warrants, affirms and agrees that it is authorized by law or contractual agreement to provide all Professional Member Content licensed to RealtyTrac hereunder, and that such Professional Member Content or the provision thereof does not violate any other agreement, third-party contract or the proprietary rights of any third-party. Professional Member further represents, warrants, affirms and agrees that all Professional Member Content licensed to RealtyTrac or otherwise provided hereunder is not unlawful, harmful, malicious, hateful, cruel, offensive, defamatory, slanderous, libelous, derogatory or objectionable in any way.

4. Payment of Charges

1. Payment Term and Changes
   The fee to register as a Professional Member on the Site is normally assessed on a monthly basis, but other billing arrangements may be made available to Professional Members, in RealtyTrac's sole discretion. The membership fee is calculated from the day upon which Professional Member's paid membership commences. Professional Member agrees that if Professional Member applies for a seven (7) day free trial membership ("Trial Membership") and does not cancel such Trial Membership, Professional Member authorizes RealtyTrac to convert the Professional Member's Trial Membership into a regular paid membership for the term selected, effective seven (7) days, or one hundred sixty-eight (168) hours following Professional Member's initiation of the Trial Membership. Professional Member hereby authorizes RealtyTrac to charge Professional Member's credit card, debit card or bank account, in advance, for the amount of Member's regular membership fee for each agreed term of Professional Member's selected membership term. Professional Member hereby authorizes RealtyTrac to modify the term membership fee charged to Professional Member upon thirty (30) days notice to Professional Member sent by e-mail to the address provided on registration. The membership fee, when paid, is non-refundable and accrues on the first day of each term or successive renewal term until canceled, regardless of whether or not the Member actually uses the Site, the Services or the Content. Notwithstanding the language in this paragraph, if a membership resulted from a special introductory promotional offer, then the terms of that specific promotional offer shall control.
   
   Various Services and/or Content on the Site, whether offered by RealtyTrac, third-party Service Providers or others, may require additional fees or charges.
2. On Time Payment
   Professional Member is required to pay all charges on time, and agrees to submit an accompanying payment authorization in connection with such charges when requested by RealtyTrac. Credit card transactions require an acceptable and currently working/continuously valid credit card number/account. RealtyTrac may terminate or disable Professional Member's account or service if Professional Member fails to pay any amount due to RealtyTrac when due. If Professional Member's credit card expires or is otherwise declined for payment, access to the Services and the Site may be modified or suspended, in RealtyTrac's sole discretion and without notice to Professional Member. If any payment is more than thirty (30) calendar days past due, interest at the rate of fifteen percent (15%) per annum, or the maximum allowable by law, whichever is less, shall accrue on the total amount of the delinquent sum, and the entire amount of unpaid charges, plus this assessment, will become immediately due and payable. Professional Member shall pay all costs incurred by RealtyTrac with respect to collection of any past due amount, including legal fees. Each time Professional Member accesses or uses the Site or the Services, Professional Member affirms that RealtyTrac is authorized to obtain payment through a selected payment method. All fees are quoted and payable in United States dollars. Professional Member is also responsible for paying all applicable taxes for the Services and any other costs incurred in connection with the use of or access to the Site or the Services and/or Content, including charges incurred on Professional Member's account by the Professional Member or anyone using the Professional Member's account.
3. Payment Methods
   Professional Member's complete billing address and telephone number must be provided to process payments. RealtyTrac accepts most major credit cards and for some charges may accept bank drafts, including personal checks, money orders, cashiers checks, and company checks sent by mail. However, for non-credit card payment methods, RealtyTrac may not credit the applicable account until additional procedures are completed and after RealtyTrac's bank certifies receipt of funds - typically ten (10) business days after receipt of a check. 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.
4. Account Discrepancies
   Professional Member may contact the RealtyTrac Customer Service Department by e-mail at agentsales@realtytrac.com or by telephone at 888-444-3336 concerning charges or other questions regarding the status of Professional Member's account. However, if Professional Member's account-related questions are not satisfactorily resolved within fifteen (15) business days of Professional Member's first calling or sending an e-mail to the RealtyTrac Customer Service Department regarding such questions, Professional Member must write to the RealtyTrac Customer Service Department at: RealtyTrac Inc., One Venture Plaza, Suite 300, Irvine, CA 92618, delivered by United States mail or by fax to 949-861-9415. Notwithstanding the foregoing, in no event may Professional Member dispute any charge or account billing hereunder later than ninety (90) days after such questionable account billing or other discrepancy should have been or could have been reasonably discovered by Professional Member. Otherwise, except as required by applicable law, any and all such Professional Member complaints are waived by Professional Member.

5. Obligations of Professional Members Registered with RealtyTrac

By registering as a Professional Member or Professional Service Provider with the Site, and/or by your use of the Site, the Services and/or the Content, you represent, warrant, covenant and 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 use the Site and/or participate in the Services;
2. All information you submit to RealtyTrac or post on the Site, including without limitation any profile, proposal, bid, endorsement or other information or Professional Member Content, is accurate and complete and that you will maintain and promptly update all such information to ensure accuracy at all times;
3. You are an individual person;
4. You have acquired and will at all times maintain appropriate insurance coverage of the type and amount commonly required by real estate agents or brokers in the areas for which you have requested a Service, and have complied with all applicable real estate licensing and regulatory requirements for real estate agents or brokers in the areas for which you have requested a Service;
5. You have acquired and will at all times maintain appropriate insurance coverage of the type and amount commonly required by mortgage lenders or brokers in the areas for which you have requested a Service, and have complied with all applicable lending licensing and regulatory requirements for mortgage lenders or brokers in the areas for which you have requested a Service;
6. You will not use or attempt to use the Site, or any Service or Content provided by RealtyTrac in whole or in part to obtain information concerning the commissions, fees, prices or other terms offered by other Professional Members;
7. You will not respond to a request for a 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 a user of the Site to provide, except to indicate that you do not wish or are unable to offer such service;
8. You will not submit a profile, proposal, bid or endorsement for, or refer RealtyTrac-supplied requests for service to, any other person or business entity for resale;
9. You will not take any action that may undermine the integrity of any Site user-initiated or Professional Member-initialed feedback system, including without limitation supplying inaccurate information to or through the Site or in connection with any Service;
10. You will not use any Site user feedback rating system that may be available from time to time for any purpose other than to facilitate promotion of information among Site users and Professional Members;
11. If you are a licensed real estate salesperson, broker, associate or other non-supervising broker or real estate professional legally permitted to conduct or participate in certain real property transactions in your state of residence or employment, subject to broker oversight, you have secured and will at all times maintain all required supervising broker's authorization for payment of all fees that will be incurred by virtue of your use of the Site or Services;
12. You hereby grant RealtyTrac permission to e-mail or to display your profile and such other information as may be supplied by you to RealtyTrac on or from the Site and such other websites as RealtyTrac shall deem advisable, in its sole discretion, for marketing purposes;
13. You will not post any advertisement to the Site unless such advertisement: (i) is complete, accurate, current and verifiable, and, if applicable, does not misstate, misquote or mischaracterize the endorser and has been posted with the endorser's full and unqualified permission; (ii) includes the advertiser's name and telephone number; (iii) does not promote goods or services provided by anyone other than the Professional Member posting such advertisement; (iv) does not contain links to other web pages, pictures or JavaScript; and (v) complies with all professional, legal, regulatory and contractual requirements, including such requirements relating to the promotion and advertising of property listings;
14. You will be responsible for setting your own fees and commissions in compliance with all applicable laws and regulations;
15. You will only provide Professional Member Content that you are authorized to provide by law or contractual agreement and that does not violate any other agreement with a third party or the property rights of a third party; and
16. You will not provide any Professional Member Content to RealtyTrac, whether online or otherwise, that is unlawful, harmful, malicious, hateful, cruel, offensive, defamatory, slanderous, libelous, derogatory or objectionable in any way.

6. Term Period of Professional Member Access

The term of Professional Member's access to the Site, Services and Content is based upon Professional Member's express agreement and adherence to these Terms of Use and to Professional Member's fully paid membership and other fees. Professional Member's membership to the Site shall be for the initial term (e.g. monthly, quarterly, semi-annually or annually) as may be agreed by Professional Member and RealtyTrac through online registration, telephone order, or otherwise, and shall automatically renew for indefinite successive renewal terms for the same period as the initial term, unless terminated by the Professional Member or RealtyTrac in accordance with these Terms of Use. However, if 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 or multi-month discounted membership, the membership shall automatically renew and Professional Member hereby authorizes RealtyTrac to charge Professional Member's credit card or bank account in advance on a month-to-month basis for indefinite successive renewal terms at the then-prevailing regular published monthly retail rate at the time of such renewal until terminated in accordance with the provisions of these Terms of Use. Professional Member acknowledges and agrees that NO refund, offset or credit 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 has not canceled the free trial prior to the expiration thereof. Professional Member hereby agrees and authorizes RealtyTrac to process a charge to the Professional Member's credit card or bank account provided by Professional Member for that purpose.

7. Termination

If at any time RealtyTrac believes, in its sole discretion, that Professional Member has violated any provision of these Terms of Use, RealtyTrac may immediately terminate Professional Member's membership and all other Services without any right of Professional Member to a refund or other remedy, and all fees due to RealtyTrac up to the end of the then-current billing cycle at the time of such termination shall remain payable to RealtyTrac. Such termination will not limit any other right under contract, tort or any other legal theory to pursue any claim or cause of action that RealtyTrac 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.

RealtyTrac reserves the right to terminate or suspend access to the Services and the Content 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. Professional Member may cancel its membership upon providing at least thirty (30) days' prior notice of such cancellation to RealtyTrac, to be delivered by methods 1, 2, and 3 below. A Free Trial Professional Membership can only be cancelled by methods 2, 3 and 4 below:

1. By mailing a cancellation request to: Customer Service Department, RealtyTrac Inc., One Venture Plaza, Suite 300, Irvine, CA 92618.
2. By faxing a cancellation request to 949-861-9415
3. By telephoning a cancellation request to 888-444-3336 during the business hours of 8am to 5pm PST Monday through Friday. A $5 dollar service and processing fee will be applied for all paying professional members whose cancellation requests are processed via telephone.
4. Free Trial Professional members may terminate membership online, using the "Edit My Profile" feature in the "My RealtyTrac" section of the Site, accessible to Member upon login.

8. Ownership and Safekeeping; Modification of RealtyTrac Services

The Services and the Content are and shall remain the sole and exclusive property of RealtyTrac. Professional Member shall have only the limited rights with respect to the Services and the Content as expressly granted in these Terms of Use, and all rights not expressly granted herein are reserved by RealtyTrac. Professional Member acknowledges and agrees that only RealtyTrac shall have the right to alter, maintain, enhance or otherwise modify the Services and the Content. Professional Member shall not disassemble, decompile, manipulate or reverse engineer the Services or the Content, and shall take all necessary steps to prevent such disassembly, decompiling, manipulation or reverse engineering of the Services or the Content. Under no circumstances shall Professional Member sell, license, publish, display, copy, distribute, or otherwise make available the Services or the Content in any form or by any means, including without limitation the transfer to a third party, except as expressly permitted in these Terms of Use. Professional Member will take all reasonable steps to protect the security of the Services and the Content, and to prevent unauthorized use or disclosure thereof. Member is responsible for all access to and use of the Services and the Content by means of Professional Member's equipment or under Professional Member's user ID and password, whether or not Professional Member has knowledge of or authorizes such access or use. Professional Member shall be responsible for maintaining the confidentiality of all assigned user IDs and passwords, and Professional Member shall be responsible for all charges relating to the use of such user IDs and passwords, whether or not authorized by Professional Member.

RealtyTrac reserves the right to modify or to discontinue any and all Services and/or Content or any portion or attribute thereof, with or without notice to any Professional Member or Professional Service Provider. RealtyTrac shall not be liable to any Professional Member or to any third party in the event that RealtyTrac exercise its rights under this Section.

9. Third-Party Content and Services

1. The Site may contain links to websites maintained by third-party Service Providers (each a "Third Party Website"). Such links to Third Party Websites are provided for Professional Member's convenience and reference only. RealtyTrac does not operate or control, in any respect, any information, content, software, products or services available on such Third Party Websites, and is not responsible for any content on such Third Party Websites, including the websites of any Service Provider or any other third party. RealtyTrac's inclusion of links to such Third Party Websites does not imply any endorsement, warranty, guarantee or recommendation of such Third Party Websites, or of the content, products or services, or of the sponsoring organization thereof.
2. RealtyTrac is a data aggregator of content supplied by third parties (including other Professional Members) and assumes no obligation to exercise editorial control over the opinions, advice, statements, Services, offers or other content provided by third parties, including other users of the Site. Nevertheless, RealtyTrac reserves the right to screen, review, edit or remove any content if it does not comply with laws, rules or regulations, or for any other reason RealtyTrac deems relevant in its sole discretion.
3. Professional Member acknowledges and agrees that its use of the RealtyTrac Lead Management System or of any other Service provided to Professional Member by a Service Provider shall be subject to the terms of a separate agreement between Professional Member and SharperAgent or the applicable Service Provider, respectively, and that RealtyTrac has no liability to Professional Member in relation to the RealtyTrac Lead Management System, any Service provided by a Service Provider, or any acts or omissions of SharperAgent or any other Service Provider.

10. DISCLAIMERS AND LIMITATIONS

RealtyTrac does not guarantee the accuracy or quality of the Services. 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.

Errors may occur as a result of human or mechanical error in the preparation, aggregation or transfer of the property information presented on the Site. In addition, RealtyTrac may make changes and improvements to the information or other Content at any time. THE SITE, THE CONTENT AND THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." REALTYTRAC AND ITS SUPPLIERS (INCLUDING 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 WHATEVER RELATING TO THE SITE, THE CONTENT AND THE SERVICES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE MAKE NO GUARANTEE THAT THE CONTENT IS UP-TO-DATE, ACCURATE OR COMPLETE, AND YOU SHOULD NOT RELY ON IT FOR ANY DECISION OR TO TAKE ANY ACTION. WE HEREBY DISCLAIM ANY WARRANTY THAT THE SITE, THE SERVICES AND THE CONTENT WILL BE FREE OF INTERRUPTION, OR THAT THE SITE IS FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES.

BY PROFESSIONAL MEMBER'S USE OF THE SERVICES, THE CONTENT OR THE SITE, PROFESSIONAL MEMBER AGREES AND ACKNOWLEDGES THAT PROFESSIONAL MEMBER'S USE OF THE SERVICES AND THE SITE IS AT THE PROFESSIONAL MEMBER'S OWN RISK. NEITHER REALTYTRAC NOR ITS SUPPLIERS ARE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR OTHER INJURY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE CONTENT OR THE USE OF THE SERVICES OR THE SITE, OR WITH DELAY OR INABILITY TO USE THE SITE, WHETHER ARISING FROM CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY AND REGARDLESS OF WHETHER OR NOT THE PROFESSIONAL MEMBER KNOWS, SUSPECTS OR HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.

If you are a California resident, you waive California Civil Code § 1542, which says "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if not known to him or her must have materially affected his or her settlement with the debtor."

TO THE EXTENT THAT ANY LIMITATION OF LIABILITY SET FORTH IN THIS SECTION IS UNENFORCEABLE UNDER APPLICABLE LAW, IN NO EVENT SHALL REALTYTRAC, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE FOR: (A) THE GREATER OF THE LOSSES OR DAMAGES IN EXCESS OF THE AMOUNT OF FEES ACTUALLY PAID BY PROFESSIONAL MEMBER WITHIN THE TWELVE MONTHS PRIOR TO THE CLAIM OR THE MINIMUM AMOUNT REQUIRED UNDER APPLICABLE LAW; OR (B) ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES.

11. INDEMNITY

As a condition of use of the Site or Services, Professional Member hereby agrees to indemnify RealtyTrac (including its affiliates and the officers, directors, employees, and agents of each of same)and its suppliers (including distributors, participating lenders, Professional Service Providers or other Service Providers), other Professional Members or members or users of the Site from and against any and all liabilities, expenses (including attorneys' fees) and damages resulting from claims arising out of or relating in any way to your posting of Professional Member Content or use of the Services or the Site (including but not limited to infringement of third parties' intellectual property rights or negligent or wrongful conduct), including without limitation, any claims alleging facts that, if true, would constitute a breach by you of these Terms of Use.

12. COMPLIANCE WITH LAWS

You agree to comply with all applicable laws, statutes, ordinances and regulations in connection with your use of the Site.

The Services may be subject to United States export controls and may not be accessed or used by: (1) a national or resident of Cuba, Sudan, North Korea, Iran, Syria, or any other country subject to United States embargo that makes provision of Services through this Site unlawful; or (2) any person or entity identified on the U.S. Treasury Department's list of Specially Designated Nationals or any other list that prohibits the provision of Services through this Site. You hereby agree to the foregoing and represent and warrant that you are not a national, resident or under the control of any such country or on any such list.

13. DISPUTE RESOLUTION

Professional Member agrees that any claim or controversy arising out of or relating to the use of the Site, the Services or the Content, 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. Such 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. 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 paid by the non-prevailing party. To begin the arbitration process, a party must make a written demand therefor. Any judgment upon the award rendered by the arbitrator may be entered only in a state or federal court located in Orange County, California, and Professional Member agrees to submit to the jurisdiction of such court for that purpose. 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 those permitted under these Terms of Use and in no event more than actual compensatory damages. The agreement to arbitrate shall not be construed as an agreement or consolidation of arbitration under these Terms of Use with arbitration of disputes or claims of any non-party, regardless of the nature of the issues or disputes involved.

THESE TERMS OF USE PROVIDE 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 AND TO SERVE AS A PRIVATE ATTORNEY GENERAL OR IN ANY OTHER REPRESENTATIVE CAPACITY IN CONNECTION WITH A DISPUTE. 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 TO SUBMIT EXCLUSIVELY TO THE JURISDICTION OF THE STATE OR FEDERAL COURTS LOCATED IN ORANGE COUNTY, CALIFORNIA, FOR THAT PURPOSE.

You also acknowledge and understand that, with respect to any Dispute, in the event we incur attorney fees or expenses in connection with the collection of sums owed to us by you under these Terms of Use, we shall be entitled to recovery of those fees and expenses from you.

14. 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 and choice of laws principles. If any part of these Terms of Use is 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 these Terms of Use shall continue in effect. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in arbitration, judicial or administrative proceedings based upon or relating to these Terms of Use 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.