Subject in all instances to the provisions hereof, Move Sales, Inc. ("MSI"), a Delaware corporation, hereby grants to you (“Subscriber”) during the term specified herein a right to access and use the Housing Trends eNewsletter (“Newsletter”) pursuant to and in accordance with all of the provisions of this Agreement. Before you can distribute or display a link to the Newsletter on your website or other electronic communication you must click the “I Agree” checkbox.

THE FOLLOWING TERMS, CONDITIONS AND AGREEMENTS GOVERN YOUR SUBSCRIPTION TO, AND USE OF, THE NEWSLETTER. MSI IS WILLING TO ACCEPT YOUR SUBSCRIPTION TO AND PROVIDE YOU A LINK TO THE NEWSLETTER ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. PLEASE READ THEM CAREFULLY, AS BY CLICKING THE “I AGREE” CHECKBOX CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS AND AS SUCH CREATES A BINDING CONTRACT BETWEEN YOU AND MSI. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS, PLEASE LEAVE THIS WEBSITE IMMEDIATELY AND YOU MAY NOT SUBSCRIBE TO OR USE THIS NEWSLETTER.

1. GRANT OF LICENSE TO NEWSLETTER.

Subject to all of the provisions, terms, and conditions of this Agreement, MSI hereby grants to Subscriber, during the term hereof, a revocable, non-exclusive, non-transferable right and license to use solely as permitted herein a Newsletter link which will be provided to Subscriber by MSI. Subscriber shall be permitted to distribute the link to Subscriber's email distribution list as Subscriber desires and to display the link on Subscriber's website or other electronic communication. In no event shall the Newsletter link be displayed on the website of any third party or incorporated into any electronic communications by any third party.

Subscriber must at all times abide by all provisions of this Agreement and any and all guidelines, rules or operating policies that MSI may establish and post from time to time. MSI may amend, modify, replace, or supersede this Agreement (including the licenses and rights granted hereunder) as well as any and all guidelines, rules, or operating policies, at any time in MSI’s sole discretion. It is Subscriber’s responsibility to check for any posted changes. ,. MSI may discontinue or revise any or all features or aspects of the Newsletter at any time in its sole discretion. Subscriber may terminate this Agreement upon learning of any such changes by providing email notice of termination to MSI.

2.1 MSI reserves any and all rights not expressly stated herein. Subscriber shall not:
(i) modify, alter, adapt, or create derivative works from the Newsletter link;
(ii) sublicense, lease, rent, assign, repackage or rebrand the Newsletter link;
(iii) commercially exploit the Newsletter link in any manner whatsoever; or
(iv) cause, assist or permit any third party to do any of the foregoing.
(v) copy and/or repurpose any images contained in the Newsletter.

2.2 Use Prohibitions. During the term hereof, MSI has the right, but not the obligation, to review and approve the manner in which the Newsletter link is displayed on Subscriber's website or in its electronic communication to verify Subscriber’s compliance with the terms and conditions of this Agreement. Without limiting the foregoing, Subscriber shall not display, or cause to be displayed, on any website page or in any electronic communication that contains the Newsletter link, any content that promotes, or links, to any site containing adult themes, grossly offensive content, tobacco or alcohol-related products, gambling-related (except in the case of promotions) products, "get rich" schemes, or material that exploits minors.

3. PROPRIETARY RIGHTS.

Subscriber acknowledges that the Newsletter and the Newsletter link are valuable commercial products, the development of which has involved the expenditure of substantial time and money, that the Newsletter and Newsletter link may include textual, statistical, financial, photographic, video or audio components which are proprietary information of MSI under copyright, and have been furnished to Subscriber in trust. All rights, title and interest in the Newsletter and the Newsletter link, including the ownership of the copyright therein, shall at all times remain vested in MSI. Except for the rights granted Subscriber herein, Subscriber agrees and understands that MSI shall remain the exclusive owner of all rights, title, and interest in the Newsletter and Newsletter link and all copyrights and renewals thereof, heretofore and hereafter secured therein. All publication, dissemination and other rights in and to the Newsletter and Newsletter link licensed hereunder are reserved for MSI in all languages, formats and media throughout the world for the sole and exclusive use or any other disposition by MSI, its respective assignees or grantees at any time and from time to time without obligation or liability to Subscriber.

4. TERM AND TERMINATION.

4.1 Term. The term of this Agreement shall be one (1) month commencing upon the date Subscriber electronically “executes” this Agreement by click-through unless sooner terminated in accordance with Section 4.2 and shall automatically renew for successive months until terminated , either upon written notice (email to suffice) by either party or upon discontinuation of service by MSI.

4.2 Termination. MSI may immediately terminate this Agreement and deactivate Subscriber's access to the Newsletter at any time, and Subscriber shall no longer receive the Newsletter link.

5. INDEMNIFICATION BY SUBSCRIBER AND LEGAL REMEDIES.

Subscriber shall protect, defend, indemnify and hold harmless MSI and its officers, directors, employees, shareholders, agents, or representatives from any and all liability, damages, loss or expense, including reasonable fees of attorneys and other professionals, arising from any claim, demand, action or proceeding initiated by any third party against any of them based upon any use of the Newsletter or Newsletter link by Subscriber, Subscriber’s employees, or any other agent of Subscriber, any negligent, intentional or illegal acts of Subscriber, Subscriber's employees, or any other agent of Subscriber, including but not limited to any unauthorized use of the Newsletter or Newsletter link, and/or any failure by Subscriber, Subscriber’s employees, or any other agent of Subscriber to abide by any provision of this Agreement. Subscriber shall, at Subscriber's expense, defend MSI with respect to any claim to which these indemnification obligations apply, with counsel of MSI’s choice. Subscriber shall permit MSI to participate in the defense of any such claim, at MSI’s option, and shall not enter into any settlement of any such claim without MSI’s prior written approval. These indemnification provisions shall survive the termination of the Subscriber's participation in receiving the Newsletter link and the termination of this Agreement. Subscriber agrees that in the event of unauthorized use of the Newsletter or Newsletter link, MSI may seek injunctive relief or other equitable remedies against Subscriber in addition to all available remedies at law. In the event legal action is taken against Subscriber, or against Subscriber and MSI, and MSI prevails in obtaining equitable relief, monetary damages, or legal fees and costs incurred by MSI, Subscriber will be obligated to reimburse MSI for the reasonable attorneys’ fees, costs and expenses it incurred in pursuing such legal action or collecting a judgment.

6. ACCURACY OF INFORMATION AND SUPPORT.

6.1 Subscriber represents and warrants that the subscription information submitted, including links to Subscriber’s website, Subscriber’s listings, Subscriber’s IDX website and all Subscriber content therein: (i) shall be true, accurate, current, complete and not misleading; (ii) shall not violate the rights of any third party; and (iii) shall not be fraudulent. Subscriber also agrees to maintain and promptly update their subscription information with MSI in order to keep the information true, accurate, current, and complete.

6.2 Subscriber shall be responsible for providing users of the Newsletter link with support and technical assistance. MSI will provide e-mail support to Subscriber during normal business hours. MSI at its sole discretion, may provide updates to the Newsletter or Newsletter link from time to time.

7. LOGIN ID AND PASSWORD

You shall treat your Login ID and Password as private, confidential and personal and shall safeguard and maintain their confidentiality. You are entirely responsible for all activities that occur under your account. You agree to notify MSI immediately of any unauthorized use of your account or any other breach of security. Use by any other person or entity shall be considered theft. MSI will not be liable for any loss that you may incur as a result of someone else using your Login ID, Password or account, either with or without your knowledge. You shall be liable for any consequences that may result from unauthorized disclosure of your Login ID and Password, whether intentional, negligent or inadvertent, including but not limited to immediate termination of your Newsletter subscription and liability for liquidated damages. This obligation to maintain confidentiality shall survive the termination of this Agreement.

Furthermore, you acknowledge that damages suffered by MSI from access to or use of the Newsletter by an unauthorized third party as a result of disclosure of your Login ID or Password would be speculative and difficult to quantify. Accordingly, as a material inducement to MSI to enter into this Agreement with you, you agree that in the event that any disclosure of your Login ID or Password that results in access to or use of the Newsletter by or for an unauthorized third party, regardless of whether such disclosure is intentional, negligent or inadvertent, you shall be liable to MSI for liquidated damages in an amount not to exceed Five Hundred Thousand Dollars ($500,000.00).

8. USER SUBMITTED CONTENT

You (Subscriber) are responsible for any advertising, promotions, messages, reviews, text, photos, videos, graphics, code, or other content or materials (the "User Content") that you post, submit, publish, display or link to within the Newsletter. You agree not to post or link to any content that infringes, misappropriates or violates the rights of any third party or that violates any Federal, State or local law, rule or regulation including Fair Housing Laws. You agree not to post or link to any content that is inappropriate or offensive or that is purposely false or misleading. You further agree not to:

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Post, submit, publish, display or link to User Content in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise).

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Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

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Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information.

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Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same. You agree to pay for all royalties, fees, and other monies owed to any person or entity by reason of any User Content posted by you. Use any material or information, including images or photographs, that infringes any copyright, trademark, patent, trade secret or other proprietary right of any party. You agree to pay for all royalties, fees, and other monies owed to any person or entity by reason of any User Content posted by you.

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Falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.

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Upload files that contain viruses, Trojan horses, worms, time bombs, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or the property of another.

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Restrict or inhibit any other user from using and enjoying the Newsletter.

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Harvest or otherwise collect information about others, including email addresses.

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Violate any applicable laws or regulations, including Federal, State or local laws, rules or regulations, including Fair Housing Laws.

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Create a false identity for the purpose of misleading others.

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Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of the Newsletter or other user or usage information or any portion thereof.

MSI does not claim ownership of the User Content. However, you grant MSI a royalty-free, perpetual, irrevocable and fully sublicensable license to publish, reproduce, distribute, display, adapt, and otherwise use the User Content in any manner. You understand and agree that any User Content that you post or submit may be redistributed through the internet and other media channels, may be viewed by the general public, and that no compensation will be paid with respect to MSI’s use of User Content.

You understand that MSI is only providing a service that allows users to access information that is being made available by others. MSI does not approve or control the User Content, therefore, you may be exposed to User Content that is offensive, indecent, or objectionable. MSI does not endorse any particular User Content and does not guarantee the accuracy, integrity or quality of any User Content, and therefore, will not be liable in any way for any loss or damage of any kind that may incur as a result of the use of any User Content. MSI assumes no responsibility for User Content or for the conduct of the user submitting User Content. MSI, as a provider of interactive services, is not liable for any statements, representations, or User Content, and assumes no responsibility for monitoring the Newsletter for appropriate User Content or conduct and has no obligation to screen, edit, or remove any of the User Content. However, MSI may monitor, screen, edit, or remove any User Content at any time, for any reason, or for no reason at all. Additionally, we cannot guarantee the authenticity of any data which users may provide about themselves.

9. THIRD PARTY APPLICATIONS

The Newsletter may employ the use of third party applications, such as Internet video services, mapping services and social networking applications. Your use of these third party applications is subject to their respective Terms of Use and/or other policies.

10. MSI TRADEMARKS, SERVICE MARKS AND LOGOS.

Subscriber shall have the right, during the term of this Agreement, to use the name of the Newsletter in advertising, promotion and marketing materials in connection with the display or distribution of the Newsletter link.

11. WARRANTY DISCLAIMER.

SUBSCRIBER EXPRESSLY AGREES THAT THE NEWSLETTER AND NEWSLETTER LINK AND/ OR CONTENT PROVIDED BY THIRD PARTIES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, AND THAT USE OF THE NEWSLETTER, NEWSLETTER LINK AND/OR CONTENT PROVIDED BY THIRD PARTIES ARE AT THE SOLE RISK OF THE SUBSCRIBER. MSI DOES NOT WARRANT THAT THE NEWSLETTER OR NEWSLETTER LINK WILL BE UNINTERRUPTED OR ERROR-FREE, AND MSI MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH THE NEWSLETTER AND NEWSLETTER LINK. MSI MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. MSI DOES NOT WARRANT THAT THE NEWSLETTER, THE NEWSLETTER LINK, OR THE CONTENT PROVIDED BY THIRD PARTIES CONTAINED IN THE NEWLETTER IS ERROR-FREE, NOR THAT IT WILL MEET SUBSCRIBER’S REQUIREMENTS, NOR THAT ANY ELECTRONIC TRANSMISSION THEREOF WILL OPERATE IN AN ERROR-FREE MANNER.


12. LIMITATION OF LIABILITY.

Neither MSI nor any of its officers, directors, employees, shareholders, agents, or representatives shall be liable to Subscriber or anyone else for any direct, indirect, incidental, special, or consequential damages that result from the use of, or inability to use, the Newsletter or Newsletter link.


13. SUBSCRIBER AUTHORIZATION TO ENTER THIS AGREEMENT.

Subscriber represents and warrants that the individual who electronically executes this Agreement is duly authorized to enter into this Agreement.


14. ADVERTISING

Subscriber understands and agrees that advertising is included in the Housing Trends eNewsletter. Advertising will not include any real estate franchises, brokers or agents. Advertising revenue is used to offset the cost of the newsletter and may be retained by eMSI, Inc. and/or any entity, including MLSs and Associations, that provides the newsletter to its members, agents and/or brokers.

15. MISCELLANEOUS.

15.1 This Agreement contains the entire understanding of the parties and supersedes all previous oral and written agreements on the subject hereof.
15.2 If any of these terms or conditions are found to be unlawful, void, or for any reason unenforceable, that provision will be considered severed from the remaining provisions and will not affect the validity or enforceability of the remaining provisions.
15.3 Any failure by MSI to assert any rights it may have under this agreement does not constitute a waiver of our right to assert the same or any other right at any other time or against any other person or entity.
15.4 The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party shall have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent.
15.5 This Agreement may not be assigned by Subscriber without the prior written consent of MSI. MSI may assign this Agreement at any time without the consent of Subscriber. Subject to the foregoing, this Agreement will be binding to the successors and assigns of the parties.
15.6 This Agreement shall be governed by, and construed in accordance with, the laws of the State of California without regard to conflict of law principles, thereof, and be limited to the exclusive jurisdiction and venue of the state or federal courts located in Los Angeles County, California and shall benefit and be binding upon the parties hereto and their respective successors and assigns.
15.7 Subscriber acknowledges its responsibility under the CAN SPAM Act and holds MSI harmless from any and all liability arising thereunder and further agrees, understands and acknowledges that Subscriber is the “sender” as that term is defined by 15 U.S.C. 7702(16) and the rule interpreting the term “sender” 16 C.F.R. 316.2(m).
15.8 Subscriber will, as a benefit of using the Housing Trends eNewsletter, receive monthly by email The Pond Report containing information designed to make agents more productive and profitable.

16. DIGITAL SIGNATURE PROVISION.

You represent and warrant that you have the legal right, power and authority to agree to the terms of this Agreement. You further agree that your actions of clicking the “I Agree” checkbox constitutes an electronic signature as defined by the Electronic Signatures in Global and National Commerce Act ("E- Sign") and the Uniform Electronic Transactions Act ("UETA") and that you have formed, executed, entered into, accepted the terms of and otherwise authenticated this Agreement and acknowledged and agreed that this Agreement is an electronic record for purposes of E-Sign, UETA and the Uniform Computer Information Transactions Act and as such is completely valid, has legal effect, is enforceable, and is binding on, and non-refutable by you.

Information contained in this eNewsletter is compiled from a variety of sources. The accuracy and authenticity has not been verified by Move, Inc., is subject to change, is provided "as is" and is not guaranteed. The views expressed herein do not necessarily reflect those of Move, Inc.

Move, Inc. makes no representations or warranties of any nature with regard to the privacy and/or business practices of the websites linked from or to this eNewsletter nor the accuracy and authenticity of any information contained in such websites, and is not responsible for any action or lack of action by any linked site whatsoever, including their use of any information they may collect

©2013 Move, Inc. All Rights Reserved.