Reply! Real Estate Participation Guidelines

Subject to the terms and conditions of this Agreement and to the terms and conditions of Site Terms of Use, which is incorporated into this Agreement by this reference, Reply! hereby grants you a limited, non-exclusive license to use the Reply! Real Estate system ("System") for the purchase of data or information collected through an online form and generated through online marketing activities that conform with the guidelines included herein ("Leads").

You represent and warrant that you are at least 18 years old, that you have the full power and authority to enter into this Agreement on behalf of yourself or your company, and that any of your employees, agents, representatives, or any person or entity acting on your behalf with respect to buying Leads through the System will be bound by this Agreement.

1. 1. Lead Buyer Rights and Obligations.
   
   a. System Access
   You will have access to the System for the express and sole purpose of purchasing Leads. You will access the System through a web-based account management tool that will provide a summary of purchased Leads, your account balance and payment history, and other information associated with your account.
   
   b. Delivery.
   Reply! will send a copy of each Lead to the email address associated with your account, however Reply! makes no guarantees that you will receive that notice and as a result you agree to periodically review the account management tool for the receipt of new Leads.
   
   c. Ownership Rights.
   You may distribute Leads to one (1) end-user buyer and that end-user may not redistribute or re-sell the Lead under any circumstances. Violation of this Ownership Rights provision will be grounds for immediate termination of the Agreement and gives Reply! the right to take any of the following actions:
   i. immediate suspension of your account;
   ii. immediate termination of your account;
   iii. withholding any or all credit balance associated with your account at the time of the violation;
   iv. liquidated damages of $2500 per incident for any knowing or willful violation of this Section; such liquidated damages are not a penalty and are a reasonable estimate of the potential loss to Reply!; and
   v. all other remedies under law available to Reply!.
   
   d. Licensing.
   You represent and warrant that you and/or the end-user who purchases the Lead from you complies with all federal, state, and local licensing requirements that govern individuals or companies that would be responding to the type of Lead you have purchased.
2. 
   
   2. Lead Generation Guidelines.
   
   Leads will be generated from individuals (in their personal capacity or on behalf of a company) who complete an online form that captures contact information and details about the information being requested. Lead Sellers are the individuals or companies that undertake specific marketing activities to generate the Leads. Lead Sellers generally are required to agree to abide by the following Lead Generation Guidelines:
   a. Self-Generation.
   Information contained in Leads will be submitted directly by an individual through a form that is owned and operated by the Lead Seller or through a form that is owned and operated by Reply! and provided to the Lead Seller for the express purpose of generating Leads.
   
   b. Data Integrity.
   Leads will include only information that has been input by the individual that completed the online form. The Lead Seller will make commercially reasonable efforts to ensure that provided information is accurate, but makes no guarantees that the data is accurate. Reply! will use commercially reasonable efforts to verify the accuracy of certain consumer information, such as the name and phone number, but makes no guarantee that the data is accurate.
   
   c. Duplicate Leads.
   Duplicate Leads sent to Reply! within thirty (30) days of each other will be rejected by the System. A "Duplicate Lead" means a Lead presented to the System that was generated by the same individual who is requesting the same as another Lead that had been presented to the System in the previous thirty (30) days. Reply! has no control as to whether Leads purchased through the System have been received by the Lead Buyer through other sources previous to and/or subsequent to the purchase of the Lead through the System.
   
   d. Invalid Leads.
   Reply! agrees to provide a lead credit for any of the following reasons: invalid name or phone number provided in the lead, duplicate lead, lead is from a minor under the age of 18, lead is from a consumer who is already working with a real estate agent (must provide the name of the agent to receive credit). Credit requests must be sent to Reply! within thirty (30) days of Lead being sent to You. Credit requests must be returned online at http://my.replyrealestate.com.
   
   f. Incentivized Leads.
   Leads generated by misleading the consumer or by providing the consumer a reason to believe that they will receive a prize, gift, payment or pecuniary benefit of any kind in exchange for completing a lead form are prohibited.
   
   g. Compliance with Applicable Laws.
   Lead Sellers represent and warrant that they have complied with all applicable laws regarding their collection and sale of the Leads and that they have the right to sell the Leads. However, Reply! can not ensure the practices of the Lead Sellers and Reply! makes no guarantee that the Lead Sellers have complied with all of the laws and licensing requirements with respect to collecting and/or selling Leads. Reply! will, however, take appropriate action within Reply!'s full discretion, including termination of the relationship, against any Lead Seller that violates this provision.
3. 
   
   3. Payments.
   
   a. Lead Fees.
   The lead fee will be $54.95 per lead. You will be charged for every three (3) unpaid leads that you receive, or on the first of the following month, whichever happens first. You will not be charged for leads sent as replacements for paid leads or leads delivered above your lead range requested. If you decide to cancel the program, you will be billed immediately for any uncharged leads. The charge will be $54.95 per lead. You will never be asked to pre-pay for leads that have not yet been delivered or to pay a percentage of your commission on closed transactions from the leads.
   
   b. Monthly Membership Fees
   The monthly membership fee of $54.95 will be prorated and charged immediately during the initial month when you sign up and thereafter will be charged on the first day of each month. During specified promotions, monthly memberships may be waived in writing by a Reply! representative.
   
   c. Collections.
   To the extent that Reply! must engage a collection agency or initiate legal proceedings to collect any amounts owed to Reply! (whether paid through credit card or, you agree to pay for all costs (including legal fees) associated with the collection of the amount owed.
   
   d. Payment Information.
   To ensure proper and timely payment, you agree to maintain with Reply! an accurate address, other contact information, and credit card information (as applicable) at all times.
   
   
4. 4. Confidentiality.
   
   During term of this Agreement and for two (2) years thereafter, except (i) as may be required by law, regulation, or court order; (ii) on a need to know basis to employees, consultants, counsel, accountants, investors or other professional advisers of the Parties; (iii) in connection with required tax and accounting disclosures; and (iv) as specified below and under Publicity:
   
   a. Non-Disclosure of Confidential Information.
   The Parties agree (i) not to disclose to any third party or use any Confidential Information disclosed by the other Party except as expressly permitted in this Agreement and (ii) to take all reasonable measures to maintain the confidentiality of all Confidential Information in Party's possession or control.
   
   b. Confidential Information.
   For the purposes of this Agreement, "Confidential Information" means information about a Party (or its partners' or customers') business or activities that is proprietary and confidential, which shall include business, financial, technical and other information which is marked as "confidential" or "proprietary" (or similarly), received from a Party related to Agreement, or ought in good faith to be treated as confidential.
   
   c. Non-Confidential Information.
   Confidential Information will not include information that (i) is in or enters into public domain without breach of this Agreement; (ii) Party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation; or (iii) Party knew prior to receiving such information from other Party or develops independently.
   
   d. Self-Identification.
   You agree to treat your identity confidential within the System and not take any actions that are aimed to reveal through the use of the System your identify to the Lead Sellers.
   
   
5. 5. Publicity.
   
   Each Party agrees to not use the name, graphical images or logos of the other Party or any of its websites in any press release or any sales or marketing efforts without the written consent of the other Party.
   
   
6. 6. Term and Termination.
   
   a. Term.
   This Agreement shall commence on the Effective Date and continue in perpetuity until terminated.
   
   b. Termination.
   Either of the Parties may terminate this Agreement, with or without cause, with 30 days written notice to the other Party as follows: to Reply! at service@replyrealestate.com or to you at the email address or addresses listed in your account at the time of termination.
   
   c. Rights Upon Termination.
   Except as expressly provided, upon the termination of this Agreement, all rights, duties and obligations of the Parties hereunder shall terminate, except to the extent that either party violated the Agreement and claims related to that violation remain intact. In addition, the following sections shall survive post-termination: Compliance with Federal, State and Local Laws and Licensing Requirements, Confidentiality, Indemnification and Limitation of Liability.
   
   
7. 7. Indemnification.
   
   You agree to defend, indemnify and hold-harmless Reply! and its affiliates, officers, directors, employees and consultants, from and against any and all claims, losses, liabilities and damages of any kind resulting from a breach of your representations and warranties or from your access to and use of the System or the services provided hereunder.
   
   
8. 8. Limitation of Liability.
   
   REPLY! WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (OR ANY LOSS OF REVENUE, PROFITS, OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF REPLY! HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, REPLY!'S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED, IN ANY EVENT, THE TOTAL FEES PAID OR PAYABLE TO YOU HEREUNDER DURING THE PRIOR THREE MONTHS OF THE AGREEMENT.
   
   
9. 9. Disclaimer.
   
   REPLY! MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THIS AGREEMENT, THE SERVICES OR THE SYSTEM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, REPLY! DOES NOT MAKE ANY REPRESENTATION THAT THE OPERATION OF ITS WEBSITE, THE SERVICES OR THE SYSTEM WILL BE UNINTERRUPTED OR ERROR-FREE, AND NEITHER PARTY WILL BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. REPLY! DOES NOT REPRESENT OR WARRANT THAT ANY OF THE LEADS PURCHASED BY YOU WILL BECOME YOUR CUSTOMERS OR GENERATE REVENUE FOR YOU.
   
   
10. 10. No Joint Venture.
    
    Nothing herein contained shall be construed to place the Parties in a relationship of joint ventures, and neither Party shall have the power to obligate or bind the other in any manner whatsoever. The Parties enter into this Agreement as independent contractors.
    
    
11. 11. Severability & Validity.
    
    If any provision of this Agreement is determined to be invalid, illegal or unenforceable, in whole or in part:
    a. The validity, legality and enforceability of any of the remaining provisions or portions of this Agreement shall not in any way be affected or impaired thereby and this Agreement shall nevertheless be binding between the Parties.
    b. Such provision shall be deemed to be restated to reflect as nearly as possible the original intensions of the Parties in accordance with applicable law, and the remainder of the Agreement shall remain in full force and effect.
    
    
12. 12. Assignment.
    
    You may not assign this Agreement, in whole or in part, without Reply!'s prior written consent, and any attempted assignment without such consent shall be null and void. Notwithstanding the foregoing, consent will not be required for assignment or transfer made by operation of law or when an entity acquires substantially all of your stock, assets or business, in which case the assignment occurs automatically upon the consummation of the sale. Reply! may freely assign or transfer this Agreement at any time and will provide you with written notice of that assignment or transfer to the email address associated with your account at that time.
    
    
13. 13. No Waiver or Modification.
    
    No term or provision hereof will be deemed waived or modified, and no variation of terms or provisions hereof shall be deemed consented to, except as expressly provided herein, unless such waiver or consent is in writing signed by the Party against whom such waiver or consent is sought to be enforced. Any delay, waiver or omission by either Party to exercise any right or power arising from breach or default of this Agreement by the other Party shall not be construed to be a waiver by that Party of any subsequent breach or default.
    
    
14. 14. Headings.
    
    The descriptive headings in this Agreement are inserted for convenience to navigate and reference provisions only and except to reference provisions do not constitute a part of this Agreement.
    
    
15. 15. Governing Law.
    
    This Agreement shall be governed by and construed in accordance with the laws of California, without reference to conflicts of law rules. The Parties agree to submit to the personal and exclusive jurisdiction of the courts located in San Francisco County, California. The parties agree the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. The prevailing party in any litigation shall be entitled to seek attorney's fees.
    
    
16. 16. Entire Agreement and Modifications.
    
    This Agreement together with the Site Terms of Use is the entire, complete and final agreement between the Parties and supersedes all prior and contemporaneous agreements. Reply! may modify this Agreement at any time and will provide you with written notice of that modification to the email address associated with your account at that time. Your continued use of the Services and/or System after notice of such modifications means that you agree to the new terms, even if you have not reviewed the changes.