Agent Access Agreement

This web page contains a binding Agent Access Agreement ("Agreement") between you and RES.NET as of the date that you registered on our Public Website.

ACCESS SERVICES

Under this Agreement, RES.NET will provide you Access Services in exchange for the Fee described on the registra-tion form on our Public Website.

BPO Access. We do not charge any Fee for BPO Access Services. Rather, in exchange for your promise to follow the other terms and conditions of this Agreement, we will provide you access to the Network, allowing you to obtain assignments of BPOs from Subscribers and communicate the results to them. The compensation by Subscribers varies, and Subscribers will not necessarily compensate you for a BPO, but you are free to refuse any assignment.

Listing Access.exchange for your Listing Access Fee, we will provide the following:

• A listing in our Vendor Database, which lets our Subscribers know that you are available to list and sell their properties.
• Tracking and task lists for properties.
• Tools for managing property maintenance, repairs and other expenses.
• Some storage of Agent Data related to Subscriber properties.

Accelerated Management Platform (AMP) Access.exchange for your AMP Access Fee, we will provide the following:

• Uploading and storage of documents, photographs and listings for your own listings of properties.
• Tracking and task lists for properties.
• Tools for managing property maintenance, repairs and other expenses.
• Direct uploads to Internet property listing sites.
• Paperless contract and document management.
• Escrow, closing and settlement management.
• Automated property marketing flyers.
• Contact and appointment management.
• Storage of Agent Data for your properties, your clients and other matters.

Grant of License.During the term of this Agreement, we grant you a nonexclusive, revocable license for access to the areas of the Network necessary for the type of Access Services for which you have paid. T his license includes your use of our software on those areas of Network, and (if applicable) storage of Agent Data on the Network. You may use the Network only for business purposes related to your business as a real estate agent or broker.

Single Individual Licensed.We will give you a Password for your account. You are the only individual licensed to use your Password on the Network. If we receive evidence that you have permitted any other individual (whether or not employed by the same broker or entity) to use your Password, we may terminate this Agreement immediately after Notice. Further, you will be responsible for any actions taken by any person who has obtained your Password.

Agent Services. For any Subscriber's File on the Network, you must receive orders and deliver your services only through the Network.

Terms, Conditions and Rules.You will comply with all terms, conditions and rules that we post on our Public Website or the Network from time to time.

INTELLECTUAL PROPERTY AND CONFIDENTIALITY.

Confidential Information. You will:

• hold all of our Confidential Information in strict confidence;
• safeguard our Confidential Information with the same degree of care to avoid unauthorized disclosure as you use to protect your own confidential information of a similar nature, but in no event less than reasonable care;
• not use (or assist or permit any other person to use) any of our Confidential Information for any purpose not authorized by this Agreement;
• comply with all Applicable Law regarding privacy and consumer protection; and
• Not permit or assist any person to violate any of these requirements.

Notwithstanding any general privacy policy, so long as Agent Data are not identified as belonging to any particular person or property, but are aggregated with data of other RES.NET customers and vendors, we may use any such data for any reasonable business purpose in compliance with Applicable Law.

Intellectual Property Ownership.RES.NET is and will remain the sole and exclusive owner of all right, title and interest in RES.NET's Intellectual Property.

Equitable Relief. If you disclose our Confidential Information or violate our intellectual property rights, those ac-tions could irreparably harm us in ways that cannot be compensated adequately by money damages. Therefore, in addition to any other remedies that we might have at law, we may seek an injunction or other equitable relief for any such (actual or threatened) disclosures or violations, regardless of whether money damages caused by them can be proved. In addition, in those circumstances, we may terminate this Agreement immediately by Notice to you.

REPRESENTATIONS AND WARRANTIES.

You represent and warrant that, throughout the term of the Agreement, all of the following are true:

Authority and Capacity.

• You have the full right, power and authority to enter into this Agreement and to perform all obligations under it, on your own behalf, on behalf of your broker, and on behalf of any entity that employs you.
• You are authorized to execute this Agreement.
• You are not under any legal impediment or government restriction that would prevent you from entering into this Agreement and performing all obligations under it.

Agent Licensing. You are a duly licensed real estate agent or real estate broker in all locations where you are doing business.

No Endorsement. Nothing in this Agreement requires us to recommend you to any Subscriber. Consequently, we cannot guarantee that you will receive any listings whatsoever from any Subscribers.

TERM AND TERMINATION.

Term. This Agreement will commence on the date that you register and continue until all renewal terms have ex-pired. Any obligations described under the heading, "Intellectual Property and Confidentiality", will survive this Agreement by three years, or any longer period required by Applicable Law.

Termination by Agent. You may decide to cancel any order of Access Services at any time within the first 30 days of your initial order of the particular Access Services. To cancel, please contact our account services department at 800-760-7036. If you cancel, you will receive a full refund.

Termination for Cause.

• For any Access Services, if we have not received all renewal Fees by the end of the current term, we may sus-pend or cancel the Access Services.
• We may terminate the Agreement at any time after you have breached the Agreement.
• We may terminate the Agreement if you have provided us false information, engaged in fraud, engaged in other unlawful conduct, or we reasonably suspect that you have done so.

Other Termination. For any reason, we may terminate the Agreement 30 days after we have given you Notice. If we terminate the Agreement under this provision, we will refund a prorated portion of the Fee.

Termination Payments. Upon termination, without additional notice, all amounts that you owe us will become immediately due and payable. Neither party will be entitled to any Claim based solely or principally on the other party's termination of this Agreement.

Effect of Cancellation. If all of your Access Services have been canceled, the Agreement will be deemed termi-nated.

Termination of Rights. Upon termination of this Agreement for any reason, all licenses and permission granted to use our intellectual property will automatically end.

Renewal or Extension. Upon any renewal, extension or service upgrade, we may ask you to approve a new or modified agreement, and we may increase the applicable Fee.

LIABILITY AND INDEMNITY.

Express Disclaimer. Except as expressly provided in this Agreement, we do not make any warranties whatsoever. To the extent permitted by Applicable Law, RES.NET disclaims all implied warranties and conditions, including im-plied warranties of merchantability, fitness for a particular purpose and noninfringement. For your convenience, our Public Website and the Network may contain links to third-party websites that we do not control. We do not make any representations regarding those websites. You access those websites at your own risk.

Liability Limited to Purchase Price. For any Claim, our liability to you is limited to the amount of Fees that you actually the 365 days immediately preceding the date of your initial, formal assertion of the Claim (such as the filing date of an action or filing date of an answer containing a counterclaim).

No Consequential or Punitive Damages. We will not be liable under any circumstances for any consequential damages, punitive damages, interference with business relationship or advantage, nominal damages, personal injury, lost business, lost profit, or any other similar amounts.

Indemnity. You will indemnify, protect and defend RES.NET, and its directors, officers, employees, agents, repre-sentatives, affiliates, successors and assigns, and hold them harmless, against any and all Claims in any way related to:

• your failure or alleged failure to comply with Applicable Law,
• your failure to comply with the confidentiality and intellectual property provisions of this Agreement,
• your breach of any representation or warranty,
• the use of the Access Services in a manner inconsistent with the terms of this Agreement, or
• your breach (or alleged breach) of any agreement between you and a Subscriber.

GENERAL PROVISIONS.

Notices. All notices related to this Agreement must be in writing (either physical or electronic) and will be deemed sufficient if delivered in person, by electronically tracked overnight delivery service, by certified mail, postage pre-paid, return receipt requested, by facsimile transmission with confirmation, or by electronic mail, delivery receipt requested. Notices are deemed given as of the date received or on the date shown on the receipt or delivery con-firmation. You should send notices to us at the address or e-mail address described on our Public Website. We will send any notices to you at the address or e-mail address that you entered when registering.

Severability. Whenever possible, each provision of this Agreement will be interpreted in a manner that would make it effective and valid under Applicable Law, but if any provision of this Agreement is be held to be prohibited or invalid under Applicable Law, that provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

Electronic Signatures. Each party agrees that an electronic signature will be valid for any Notice or other action related to this Agreement.

Modification, Amendment, Waiver. No modification, amendment or waiver of any provisions of this Agreement will be effective unless approved in writing by both parties. Our failure to enforce any provision of this Agreement or enforce terms, conditions and rules posted on the Network may not be construed as a waiver.

Governing Law; Jurisdiction. This Agreement will be construed in accordance with the laws of the State of Califor-nia. Exclusive jurisdiction and venue for any Claim will be in the Superior Court of the State of California for Orange County or the Federal District Court with jurisdiction over matters arising in Orange County, California.

Jury Trial Waiver. Each party waives any right that it might have to a jury trial for any Claim.

Fees. In any action, arbitration or proceeding for legal or equitable relief on any Claim, in addition to any other recovery, the prevailing party will be entitled to reimbursement of its reasonable costs, attorney fees, expert wit-ness fees and other expenses.

Language and Construction. Capitalized defined terms include all parts of speech appropriate to those terms. Further, whenever applicable, the term "or" will be interpreted inclusively (as "and/or"). Further, unless a descrip-tive list of examples is expressly described as exclusive, the inclusion of any item does not imply exclusion of any item not listed.

Definations.

"Access Services" means access to the Network with a Password, coupled with a nonexclusive license to use the Network for the purpose of providing real estate-related services.

"______ Access Services" means the type of access that we grant you to the Network, based on your registration and payment.

"Agent" or "you" means the individual licensed real estate agent or broker, the supervising broker, if any, and any entity by which the licensed broker is employed.

"Applicable Law" means all applicable federal, state or local laws, rules and regulations and any other applicable requirements of any government authority, including the Gramm-Leach-Bliley Act, 15 U.S.C. §§ 6801-6827, Intera-gency Guidelines Establishing Information Security Standards, 12 C.F.R. Part 570, Appendix B, and other Applicable Law regarding privacy.

"BPO" means broker price opinion, a written opinion on a RES.NET form regarding the value of the real property asset.

"Claims" means any and all actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of any kind, nature and description whatsoever against a person (including that person's successors, assignees, agents, employees and affiliates):

• whether for damages, equitable relief, fines, attorney fees, expert fees, court costs, or litigation expenses,
• whether known or unknown, and
• whether present, future or contingent, in any way related to the subject matter of this Agreement.

"Confidential Information" means RES.NET's non-public, competitive or technically valuable information (including formulas, patterns, compilations, programs, devices, methods, techniques, processes, "know-how", Vendor Data-base, non-public Intellectual Property, business strategies, marketing efforts, customer lists, employee lists, em-ployee compensation, research, software, hardware, development, inventions, processes, designs, drawings, engi-neering, customer information and trade secrets):

• that derives actual or potential economic value from not being generally known to the public, or whose disclo-sure would violate Applicable Law; and
• that is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

"Fee" means the sum of money (in United States dollars) that you pay us for the Access Services.

"______ Fee" means the access fee we charge you for particular Access Services.

"File" means a unique record of Subscriber Data (including copies) pertaining to a single real property asset.

"Intellectual Property" means RES.NET's trademarks, name, fictitious business names, service marks, patents, copyrights, trade secrets, the form and function of RES.NET's Public Website and Network, written and graphic materials on our Public Website and Network, other Confidential Information and other intellectual property, whether or not registered.

"Network" means RES.NET's proprietary, restricted-access computer network on which RES.NET hosts various por-tals for Subscriber and Agent access.

"Notice" means a notice or other communication given in a manner consistent with the paragraph entitled "Notic-es".

"Password" means the unique user name and password assigned to you, or any other means of secure identifica-tion used to gain access to the Network.

"Public Website" means any World Wide Web location or other publicly available address on the Internet that is available to the general public with a browser and Internet connection, and is not restricted to individuals who have a password or other means of secure identification.

"RES.NET", "we" or "us" means RES.NET Corporation, a California corporation.

"Subscriber Data" means the data that a Subscriber transmits or places into RES.NET.

"Subscriber" means a RES.NET subscriber, client or customer that transmits orders for certain real property-related Agent Services through RES.NET's Network (including any affiliate of RES.NET, when it orders Agent Services through RES.NET).

"Vendor Database" means RES.NET's proprietary database of attorneys, real estate agents, title companies, closing companies, contractors and other vendors.

BINDING AGREEMENT.

By clicking the "I agree" button below, you are executing a binding agreement between you and RES.NET as if you were signing your name on a paper agreement. If you would like a copy of the Agreement, please use your web browser's print function (usually [Ctrl+P]) to print a copy before clicking "I agree".