SERVICE AGREEMENT

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE ACCESSING OR USING THE SITE. BY ACCESSING OR USING THE SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE SITE. ASHTONDATA MAY MODIFY THIS AGREEMENT AT ANY TIME, AND SUCH MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON POSTING OF THE MODIFIED AGREEMENT ON THE SITE. YOU AGREE TO REVIEW THE AGREEMENT PERIODICALLY TO BE AWARE OF SUCH MODIFICATIONS AND YOUR CONTINUED ACCESS OR USE OF THE SITE SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED AGREEMENT.

Copyright

WARNING: Domestic and International copyright and trademark laws protect this program. Unauthorized reproduction or distribution of this program, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Domestic and International copyright and trademark laws protect the entire contents of Ashton Data IDX-Link Site. The owners of the Ashton Data MLS-IDX Interface program, intellectual property, copyrights and trademarks are Ashton Data, LLC and its affiliates or other third party licensors. All rights reserved.

Trademarks

Any and all other names of Ashton Data or its Web sites, publications, products, content or services referenced herein or on the Site are the exclusive trademarks or service marks of Ashton Data, including the "look" and "feel" of the Site, Ashtondata.com's color combinations, layout, and all other graphical elements. Any use of Ashton Data's trademarks is strictly prohibited without the express permission from Ashton Data. Other organization and company names mentioned in the Site may be the trademarks of their respective owners.

Ashton Data's Responsibilities

Ashton Data may from time to time without prior approval upgrade on provide additional features to its IDX solution. Agent's not desire such upgrades may elect to opt out.

Ashton Data will provide and maintain a direct link from applicant's website to the IDX-Web site using a Special Required URL, and/or any other URL provided by Ashton, with all programming and security codes supplied by Ashton, enabling applicant's customers to search the local Multiple Listing Service Database and enabling emails back to applicant's designated email address during a session where property searches occur.

Applicant's Responsibilities

Applicant shall be solely responsible for, and Ashton disclaims all liability for, the development, operation, and maintenance of your Website and for all materials that appear on your Website. Including but not limited to: (1) technical operation of your Site and all related equipment; (2) the accuracy and appropriateness of materials posted on your Site; (3) ensuring that materials posted on your Site do not violate or infringe upon the rights of any third party (including, but not limited to, patents, copyrights, trademarks, privacy, or other personal or proprietary rights); and (4) ensuring that materials posted on your Site are not libelous or otherwise illegal. Additionally, applicant agrees to assist in any and all necessary paperwork required by the applicant's MLS association in order to connect to the FTP download.

Pricing

All connecting links to participating websites will be charged a yearly fee of $285 per year, per linked website to host, maintain and provide daily updates.

All fees are due and payable at the time of connection and each link comes with a 30-day money back guarantee minus a NON-REFUNDABLE $75 Administrative Fee. Pricing does not include any fees that may be assessed by the members association. Association or Groups rates are available. Please call for pricing.

Termination

You may cancel at anytime and for any reason. Upon the termination of this Agreement all licenses granted to you by Ashton Data under this Agreement are immediately terminated and you shall immediately cease use of, and remove from your Site: all links to our Site; all Ashton Data trademarks, service marks, trade dress and logos; and all other materials provided by or on behalf of us to you pursuant to the Agreement or in connection with the Program. All rights to payment, causes of action and any provisions, which, by their terms, are intended to survive termination, shall survive termination of this Agreement. All initial fees are NON-REFUNDABLE after 30 days. NO REFUND will be given for custom work or for a renewal fee.

Relationship of Parties

Ashton and Applicant are independent contractors, and nothing in this Agreement shall create any partnership, joint venture, agency, franchise, and sales representation or employment relationship between the parties. Applicant shall not have, and will not represent that they have, any authority to make or accept any offers or representations on Ashton's behalf.

Modification

This agreement may be amended from time to time without prior notification.

Representations

Each party represents to the other that (1) it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby, and (2) any material which is provided to the other party and displayed on the other party's Site will not (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws regarding unfair competition, anti-discrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, Trojan horses, worms, time bombs, cancel bots or other similar harmful or deleterious programming routines.

Disclaimer

The Ashton MLS-IDX program shall be free from significant programming errors. For the purpose of this Agreement, the term "programming errors" shall refer to any program function that does not allow for the selecting, searching and displaying of MLS database to the applicants website. Errors DO NOT mean wrong or misplaced data entered into the MLS database or program malfunction resulting from an accident to, or misuse or abuse of the program caused by anyone other than Ashton Data.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THE ASHTON MLS-IDX PROGRAM IS PROVIDED AS IS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, 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, WE MAKE NO REPRESENTATION THAT THE OPERATION OF THE ASHTON WEB-LINK SITE WILL NOT BE UNINTERRUPTED, AND WE SHALL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

Indemnification

You hereby agree to indemnify, defend and hold harmless Ashton and our affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) relating to the development, operation, maintenance and contents of your Site. We hereby agree to indemnify, defend and hold harmless you and your affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) relating to a defect in any of our products.