METROLIST SERVICES, INC. AGREEMENT FOR METROLIST PRO WEBSITE This Agreement is between you, (“Subscriber”), a Participant or Subscriber of MetroList’s multiple listing service (“MLS”), and METROLIST SERVICES, INC., a California corporation, 1164 W National Dr., Suite 60, Sacramento, CA, 95834 (“MetroList”), with reference to the following facts. RECITALS A. MetroList owns and operates an MLS using computer systems and software from several different companies, which provides confidential copyrighted proprietary information to MetroList’s MLS Participants, Subscribers and other authorized persons (the “System”). B. MetroList has entered into an agreement with a third party or parties to license certain software applications and software products designed to enable MetroList to provide a Subscriber with an Internet website (a “MetroList Pro Website”).at which selected real property information contained in the System may be displayed to consumers, real estate and mortgage agents, brokers, offices, related service providers, and their respective customers (the “Service”). The offering of the Service by MetroList may allow Subscriber to choose whether to utilize certain products and functions available as part of the Service, with fees to be paid for the Service to potentially vary depending on the level of the Service that Subscriber selects. C. Subscriber desires to enter into an agreement with MetroList to use the Service for a MetroList Pro Website which will reproduce MetroList non-confidential listing information and photographs in compliance with the MLS Rules and IDX Guidelines as may adopted by MetroList from time to time during the term of this Agreement. By using a MetroList Pro Website, you accept the following terms. AGREEMENT 1. MetroList Copyright. Subscriber acknowledges that the System and all data and other information (“Information”) contained in the System constitute the exclusive, proprietary, copyrighted property of MetroList. Subscriber shall at all times during the term of this Agreement be a Subscriber to the MetroList MLS in good standing and agrees that under no circumstance shall Subscriber create any derivative work from the Information contained in the System. Under no circumstance shall Subscriber be permitted to act as an agent who procures Information contained in the System and arranges for its transmission or delivery to, or use by, any third party, except that display of the non-confidential listing information and photographs at Subscriber’s Internet Data Exchange (“IDX”) website for consumers’ personal, non-commercial use in connection with the purchase or sale of real property listed with the MetroList MLS shall not be considered transmission or delivery to, or use by, any third party in violation of the foregoing restriction. 2. MetroList Pro Website Service (the “Service”). MetroList hereby agrees for the term of the Agreement to provide Subscriber with a MetroList Pro Website chosen by Subscriber which shall reproduce MetroList non-confidential listing information and photographs for Internet display in compliance with the MLS Rules, as well as such other rules, regulations, guidelines or procedures as MetroList may adopt from time to time. MetroList may at is sole option change the terms and/or features of the Service at any time during the term of the Agreement, provided that Subscriber may cancel Subscriber’s subscription to the Service within thirty (30) days by providing written notice following any such change. 3. Use of Proprietary Information. Subscriber’s right to use the Service is or may be subject to a license or licenses to MetroList from one or more third parties, including but not limited to iHOMEFINDER Inc., for such third parties’ software products or other technology. MetroList reserves the right to require that Subscriber enter onto a further agreement or agreements specifically licensing such software or other technology to Subscriber on terms and conditions that MetroList deems appropriate in MetroList’s sole discretion. Subscriber hereby authorizes MetroList to disclose to iHOMEFINDER Subscriber’s contact information, the licenses and Licensed Technology package provided to Subscriber under this Agreement, and Subscriber’s related account information for purposes of implementation and administration of this Agreement. 4. Term of Agreement. The term of this Agreement shall be for one (1) month commencing on the first day of the month following the Effective Date, and shall automatically renew for additional one (1) month terms unless either party gives written notice to the other party of its intent to not renew the Agreement at least thirty (30) days prior to the expiration date of the then-current term. Provided further, however, MetroList may immediately terminate this Agreement upon written notice to Subscriber should Subscriber in MetroList’s sole opinion be in breach of any provision of this Agreement. This Agreement shall automatically terminate at MetroList’s option in the event any software license or similar agreement necessary for operation of the Service is terminated or expires. Notice of termination, as well as other notices required or allowed to be given hereunder, shall be in writing, mailed, faxed or personally delivered, addressed: If to MetroList, Attention President, 1164 W National Dr., Suite 60, Sacramento, CA, 95834; If to Subscriber, at Subscriber’s business address as shown in MetroList’s records. 5. [deleted] 6. No Warranties. THE INFORMATION CONTAINED IN THE SYSTEM IS OBTAINED FROM INFORMATION INPUT INTO METROLIST’S MLS BY ITS PARTICIPANTS AND SUBSCRIBERS. METROLIST MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE INFORMATION CONTAINED IN THE SYSTEM, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR AS TO THE TIMELINESS, ACCURACY AND COMPLETENESS OF THE INFORMATION CONTAINED IN THE SYSTEM. NEITHER METROLIST NOR ANY THIRD PARTY FROM WHICH METROLIST OBTAINS OR LICENSES ANY SOFTWARE OR OTHER PRODUCTS OR SERVICES FOR THE SERVICE (INCLUDING BUT NOT LIMITED TO IHOMEFINDER, INC. (“IHOMEFINDER”)) OR ANY OF SUCH PARTIES’ EMPLOYEES, OFFICERS, DIRECTORS, AFFILIATES, AGENTS OR LICENSORS MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, THAT ACCESS TO OR USE OF ANY SOFTWARE, PRODUCTS, OR SERVICES TO BE PROVIDED PURSUANT TO THIS AGREEMENT SHALL BE UNINTERRUPTED OR ERROR FREE, THAT AGREED-UPON SECURITY MEASURES SHALL PREVENT UNAUTHORIZED ACCESS TO THE INTERNET, OR UNAUTHORIZED INTERCEPTION OF INFORMATION ON THE INTERNET, ANY INTRANET OR ANY COMMON CARRIER COMMUNICATIONS FACILITY. SUBSCRIBER EXPRESSLY ACKNOWLEDGES THAT ALL USE OF THE LICENSED TECHNOLOGY IS AT THE SOLE RISK OF SUBSCRIBER. ALL SOFTWARE, PRODUCTS, MATERIALS, CONTENT, AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. METROLIST AND IHOMEFINDER EXPRESSLY AND SPECIFICALLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT. NEITHER METROLIST, IHOMEFINDER NOR ANY OTHER PARTY MAKES ANY WARRANTY THAT (i) THE LICENSED TECHNOLOGY WILL MEET SUBSCRIBER’S REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY SUBSCRIBER THROUGH THE SERVICE WILL MEET SUBSCRIBER EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT SUBSCRIBER’S OWN DISCRETION AND RISK AND THAT SUBSCRIBER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO SUBSCRIBER’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. 7. Limitation of Liability. METROLIST IS NOT LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS INFORMATION, LOST PROFITS, OR OTHER PECUNIARY LOSS), ARISING OUT OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE INFORMATION OR THE SYSTEM. IN NO EVENT SHALL METROLIST’S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT EXCEED THE MONTHLY FEES ACTUALLY PAID BY SUBSCRIBER TO METROLIST UNDER THIS AGREEMENT FOR THE MONTH IN WHICH THE CAUSE OF ACTION AROSE. 8. Default by Subscriber. Each of the following shall constitute a default by Subscriber under this Agreement: a. Failure by Subscriber to observe or perform any of its material obligations under this Agreement or any other agreements between the parties; 9. Indemnity by Subscriber. Subscriber hereby agrees to indemnify, defend and hold harmless MetroList and its respective officers, directors, shareholders, members, employees, agents, and representatives from and against any and all claims, demands, losses, liabilities, judgments, damages, costs, and expenses of every kind and nature whatsoever, including but not limited to reasonable attorneys’ fees, arising out of or relating to Subscriber’s access and/or use of the Service as described hereinabove. The terms of this paragraph shall survive the termination of this Agreement. 10. Assignment. Neither this Agreement, nor any of the rights or benefits hereof, shall be assigned, sublicensed, sold, or otherwise transferred, by Subscriber without the prior written consent of MetroList, which consent may be given or withheld in MetroList’s sole and complete discretion. MetroList may transfer or assign its rights under this Agreement at any time without the prior consent of Subscriber. 11. Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of California. Venue of any action brought to enforce, interpret, or for the breach of this Agreement shall be in the Superior Court for the County of Sacramento, State of California. 12. Integrated Agreement; Modifications. This Agreement supersedes all prior oral or written agreements between the parties in any manner relating to the subject matter hereof, contains all the agreements of the parties concerning such subject matter and shall not be amended or modified except by a written instrument executed by both parties. 13. Attorneys’ Fees. In any action arising out of this Agreement or the relationship of the parties reflected in this Agreement, the prevailing party shall be entitled to an award of reasonable attorneys’ fees and costs incurred, which shall include any such fees and costs incurred in connection with a bankruptcy proceeding, at trial, and on any appeal. 14. Broker Permission. Broker Participant Permission for his/her Agent to have a MetroList Pro Website is presumed by MetroList. Such permission may be withdrawn by the Broker Participant providing written notice to MetroList.