The Most Essential Member of Your Marketing Team

HOMEFINITI SERVICE TERMS

Version: December 2019

TERMS OF USE AGREEMENT

These Homefiniti Service Terms (“Agreement”) constitutes a legally binding agreement made between you, whether personally or on behalf of an entity (“user” or “you”) and ONeil Interactive, Inc., and its affiliated companies (collectively, “Company” or “we” or “us” or “our”), concerning your access to and use of our software known as Homefiniti (the “Homefiniti Software”).

YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT BY ACKNOWLEDGING SUCH ACCEPTANCE BY CONTINUING TO USE THE HOMEFINITI SOFTWARE. IF YOU DO NOT AGREE TO ABIDE BY THIS AGREEMENT, OR TO MODIFICATIONS THAT COMPANY MAY MAKE TO THIS AGREEMENT IN THE FUTURE, DO NOT USE OR ACCESS OR CONTINUE TO USE OR ACCESS THE HOMEFINITI SOFTWARE.

Homefiniti SOFTWARE

The Homefiniti Software is available at www.homefiniti.com (the “Homefiniti Website”). This Agreement does not govern your right to use the Homefiniti Software. Rather, the Homefiniti Software is licensed to you pursuant to our End-User License Agreement that accompanies the Homefiniti Software and which you will be required to agree to prior to using the Homefiniti Software.

The Homefiniti Software (“Homefiniti”), located at www.homefiniti.com, is owned and operated by Company. Among other functionality, Homefiniti provides, among other services, website content management, new home data management services, and syndicates Listing Data to Internet Listing Services (“ILS”) which make the Listing Data publicly available for consumer searching and other purposes.

The ILSs may further syndicate the Listing Data to channels of other ILSs. We may also transfer or use your Listing Data for any other purpose for which you may approve.

The Homefiniti Software will be used to (i) provide you through your Homefiniti account with reports on activity occurring on your Homefiniti-powered Website (e.g., most viewed listings and most popular price points), (ii) enable Homefiniti products and services that you may decide to purchase from Company, and (iii) create and contribute to publicly available industry reports covering new home website traffic and market activity, in an anonymized aggregated format (collectively, the “Analytics Service”). The Analytics Service data shall remain the permanent property of Company, which Company may use internally, and use publicly only in an anonymized aggregated format that does not identify you or your site visitors.

The Listing Data may include text, writings, video, audio, photographs, graphics, or personally identifiable images and information or other material. You hereby grant, and you represent and warrant that you have the right to grant, to Company an unrestricted, unconditional, non-exclusive, transferable, royalty-free, fully-paid, worldwide right and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part) and distribute such Listing Data, and any other information, descriptions, images, documentation, and any other intellectual property you provide, for the purpose of performing Homefiniti services. All Listing Data remains your property and will be deactivated from the Homefiniti platform upon the deactivation by you of your Homefiniti account and deleted upon the deletion of your Homefiniti account. Removal of your Listing Data at ILSs or other third party locations will be conducted in accordance with each ILS’s or third party’s policies.

Company has the right, in its sole and absolute discretion, to (i) edit, redact or otherwise change any Listing Data for display purposes or (ii) pre-screen or delete any Listing Data that is determined to be inappropriate or otherwise in violation of this Agreement. Please note that we do not control how ILSs or other third parties display your Listing Data.

BY ACCESSING AND USING THE HOMEFINITI SOFTWARE YOU HEREBY CONSENT TO ALL OF THE FEATURES AND PERFORMANCE OF THE HOMEFINITI SOFTWARE AS STATED IN THIS AGREEMENT.

YOU AGREE TO INCLUDE IN THE PRIVACY POLICY FOR YOUR WEBSITE NOTICE OF THE USE OF COOKIES AND COLLECTION OF DATA FROM COOKIES BY THIRD PARTY SERVICE PROVIDERS AND THAT SUCH THIRD PARTY SERVICE PROVIDERS MAY USE SUCH DATA FOR THEIR OWN BUSINESS PURPOSES.

Company may alter or cancel the Homefiniti Software in general, or cancel the performance of the Homefiniti Software on your behalf, at any time without notice.

USER REPRESENTATIONS

You thereby represent and warrant that:

  1. the creation, distribution, transmission, public display and performance, accessing, downloading and copying of your Listing Data and any other information, descriptions, images, documentation, and any other intellectual property you provide does not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret or moral rights of any third party;
  2. you are the owner of or have the necessary licenses, rights, consents, releases and permissions to use and to authorize Company to use your Listing Data and any other information, descriptions, images, documentation, and any other intellectual property you provide as necessary to exercise the rights and licenses granted by you under this Agreement;
  3. you have the written consent, release, and/or permission of each and every identifiable individual person in the Listing Data and any other information, descriptions, images, documentation, and any other intellectual property you provide to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Listing Data in the manner contemplated by this Agreement; and
  4. your Listing Data and any other information, descriptions, images, documentation, and any other intellectual property you provide does not otherwise violate, or link to material that violates, any provision of this Agreement or any applicable law or regulation.

Company reserves the right to take steps that Company believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement. You acknowledge and agree that Company may, without liability to you, access, use, preserve and/or disclose your account information and Listing Data to law enforcement authorities, government officials, and/or a third party, as Company believes is reasonably necessary or appropriate, if legally required to do so or if we have a good faith belief that such access, use, disclosure, or preservation is reasonably necessary to: (a) comply with legal process or request; (b) enforce this Agreement, including investigation of any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of Company, its users, a third party, or the public as required or permitted by law.

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Homefiniti Software ("Submissions") provided by you to Company are non-confidential and Company (as well as any designee of Company) shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

PROHIBITED ACTIVITIES

You may not access or use the Homefiniti Software for any other purpose other than that for which Company makes it available. Prohibited activity includes, but is not limited to:

  1. criminal or tortious activity;
  2. systematic retrieval of data or other content from the Homefiniti Software to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from Company;
  3. tricking, defrauding or misleading Company and other users, especially in any attempt to learn sensitive account information such as passwords;
  4. engaging in any automated use of the system, such as using any data mining, robots or similar data gathering and extraction tools;
  5. interfering with, disrupting, or creating an undue burden on the Homefiniti Software or the networks or services connected to the Website;
  6. using the Homefiniti Software as part of any effort to compete with Company or to provide services as a service bureau;
  7. deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way making up a part of the Homefiniti Software;
  8. attempting to bypass any measures of the Homefiniti Software designed to prevent or restrict access to the Homefiniti Software, or any portion of the Homefiniti Software;
  9. harassing, annoying, intimidating or threatening any Company employees or agents engaged in providing any portion of the Homefiniti Software to you; or
  10. using the Homefiniti Service in a manner inconsistent with any and all applicable laws and regulations.

USE OF PASSWORDS

You must keep all usernames and passwords (“Log-In Information”) strictly confidential. Log-In Information may not be shared or transferred. The Company will not be responsible for or liable for any loss that you may incur as a result of someone else using your Log-In Information.

INTELLECTUAL PROPERTY RIGHTS

The content in the Homefiniti Software and the trademarks, service marks and logos contained therein are owned by or licensed to Company, and are subject to copyright and other intellectual property rights under United States and foreign laws and international conventions.

TERM AND TERMINATION

This Agreement shall remain in full force and effect while you use the Homefiniti Software. You may terminate your use or participation at any time, for any reason, by closing your Homeinfiniti account and ending your Homefiniti Subscription. Please contact us for instructions for closing your account by using the contact information on the Homefiniti Website.

WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, COMPANY RESERVES THE RIGHT TO, IN COMPANY’S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE HOMEFINITI SOFTWARE, TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION, AND COMPANY MAY TERMINATE YOUR USE OR PARTICIPATION IN THE HOMEFINITI SOFTWARE, DELETE YOUR ACCOUNT AND ANY LISTING DATA, WITHOUT WARNING, IN COMPANY’S SOLE DISCRETION.

Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, shall be deemed to survive for as long as necessary to fulfill such purposes.

MODIFICATIONS

To Agreement

Company may modify this Agreement from time to time. Any and all changes to this Agreement will be notified to you and revisions will be indicated by date. You agree to be bound to any changes to this Agreement when you use the Homefiniti Software after any such modification becomes effective. We will use the email address of your administrator that was used to create your Homefiniti account for sending notices. It is your obligation to notify us if this email address changes, and Company has the right to rely on the email address in your Homefiniti account for sending notices to you. You agree that you will read the messages we send you to inform you of any changes. Modifications to this Agreement shall be effective after notification.

To Service

Company reserves the right at any time to modify or discontinue, temporarily or permanently, the Homefiniti Software (or any part thereof) with or without notice. You agree that Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Homefiniti Software.

DISPUTES

All questions of law, rights, and remedies regarding any act, event or occurrence undertaken pursuant or relating to the Homefiniti Software shall be governed and construed by the law of Maryland, excluding such state’s conflicts of law rules. Any legal action of whatever nature by or against Company arising out of or related in any respect to the Homefiniti Software shall be brought solely in either the applicable federal or state courts located in or with jurisdiction over Baltimore County, State of Maryland; subject, however, to the right of Company, at the Company's sole discretion, to bring an action to seek injunctive relief to enforce this Agreement or to stop or prevent an infringement of proprietary or other third party rights (or any similar cause of action) in any applicable court in any jurisdiction where jurisdiction exists with regard to a user. You hereby consent to (and waive any challenge or objection to) personal jurisdiction and venue in the above-referenced courts. Application of the United Nations Convention on Contracts for the International Sale of Goods is excluded from this Agreement. Additionally, application of the Uniform Computer Information Transaction Act (UCITA) is excluded from this Agreement. In no event shall any claim, action or proceeding by you related in any way to the Homefiniti Software be instituted more than two (2) years after the cause of action arose. You will be liable for any attorneys' fees and costs if we have to take any legal action to enforce this Agreement.

DISCLAIMERS

YOU AGREE THAT YOUR USE OF THE HOMEFINITI SOFTWARE WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE HOMEFINITI SOFTWARE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE HOMEFINITI SOFTWARE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF THE HOMEFINITI SOFTWARE, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE HOMEFINITI SOFTWARE, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE HOMEFINITI SOFTWARE, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE HOMEFINITI SOFTWARE BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE HOMEFINITI SOFTWARE.

LIMITATIONS OF LIABILITY

IN NO EVENT SHALL COMPANY OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA OR OTHER DAMAGES ARISING FROM YOUR USE OF THE HOMEFINITI SOFTWARE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE HOMEFINITI SOFTWARE DURING THE PERIOD OF 3 MONTHS PRIOR TO ANY CAUSE OF ACTION ARISING, OR $10, WHICHEVER IS GREATER.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

INDEMNITY

You agree to defend, indemnify and hold Company, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from and against, any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees, court costs, and expenses, without limitation, made by any third party due to or arising out of your Listing Data Data or any other information, descriptions, images, documentation, and any other intellectual property you provide, use of the Homefiniti Software, and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above. Company will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

NOTICES

Except as explicitly stated otherwise, any notices given to Company shall be given by email to the address listed on the Homefiniti Website. Any notices given to you shall be given to the email address in your Homefiniti account, or such other address as each party may specify. Notice shall be deemed to be given 24 hours after the email is sent, unless the sending party is notified that the email address is invalid. We may also choose to send notices by regular mail or other method.

ELECTRONIC CONTRACTING

Your use of the Homefiniti Software includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO RELATING TO THE Homefiniti SOFTWARE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.

MISCELLANEOUS

This Agreement constitutes the entire agreement between you and Company regarding the use of the Homefiniti Software. The failure of Company to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. This Agreement and your account may not be assigned by you without our express written consent. Company may assign any or all of its rights and obligations to others at any time. Company shall not be responsible or liable for any loss, damage, delay or failure to act caused by any cause beyond Company's reasonable control. If any provision or part of a provision of this Agreement is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. Upon Company’s request, you will furnish Company any documentation, substantiation or releases necessary to verify your compliance with this Agreement. You agree that this Agreement will not be construed against Company by virtue of having drafted it. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.

CONTACT US

In order to resolve a complaint regarding the Homefiniti Software or to receive further information regarding use of the Homefiniti Software, please contact Company as set forth below or, if any complaint with us is not satisfactorily resolved, and you are a California resident, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 400 "R" Street, Sacramento, California 95814 or by telephone at 1-916-445-1254.

ONeil Interactive, Inc.
11350 McCormick Rd
EPIII Suite 102
Hunt Valley, MD 21031
Email: support@homefiniti.com
Phone: 1-410-584-2500

HOMEFINITI END-USER LICENSE AGREEMENT

Version: September 2019

This End-User License Agreement (this "Agreement") is a legal contract between you, as either an individual or a single business entity (“user” or “you”), and ONeil Interactive, Inc. and its affiliates (collectively, “Company” or “we” or “us” or “our”).

READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE USING COMPANY’S PROPRIETARY NEW HOME LISTING DATA AND MARKETING SOFTWARE KNOWN AS HOMEFINITI (THE "SOFTWARE") OR OBTAINING A LICENSE KEY TO THE SOFTWARE OR USING THE SOFTWARE. THE SOFTWARE IS COPYRIGHTED AND IT IS LICENSED TO YOU UNDER THIS AGREEMENT AND IS NOT SOLD TO YOU. BY USING THE SOFTWARE OR OBTAINING A LICENSE KEY TO THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU ACCEPT AND AGREE TO BE BOUND BY ITS TERMS. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU SHOULD REFRAIN FROM ACCESSING OR USING THE SOFTWARE. THIS AGREEMENT, INCLUDING ANY DOCUMENTS REFERENCED IN THIS AGREEMENT, REPRESENTS THE ENTIRE AGREEMENT BETWEEN YOU AND COMPANY CONCERNING THE SOFTWARE, AND THIS AGREEMENT SUPERSEDES AND REPLACES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING YOU MAY HAVE HAD WITH COMPANY RELATING TO THE SOFTWARE UNLESS YOU HAVE ENTERED INTO A SEPARATE WRITTEN AGREEMENT SIGNED BY COMPANY THAT EXPRESSLY AMENDS THIS AGREEMENT.

  1. License.
    1. Grant of License.

      Company hereby grants to you, and you accept a limited, nonexclusive, non-assignable, non-sublicensable, non-transferable license to use the Software in machine-readable, object code form only, and the user documentation accompanying the Software (the “Documentation”), only as authorized in this Agreement solely for internal business purposes, and subject to compliance with the terms of this Agreement. For purposes of this Agreement, the “Software” includes any updates, enhancements, modifications, revisions, or additions to the Software made available to you by Company. Notwithstanding the foregoing, Company shall be under no obligation to provide any updates, enhancements, modifications, revisions, or additions to the Software.

    2. Homefiniti Service Terms.

      When you use the Software, you will also be requested to accept the Homefiniti Service Terms (located at www.homefiniti.com/terms/). You acknowledge that you have read, understand and accept the terms contained in the Homefiniti Service Terms.

    3. Restrictions, Copies and Modifications.

      You may not reverse engineer, decompile, disassemble, or otherwise translate the Software. You may not modify or adapt the Software in any way. Except as authorized in this Section, no copies of the Software or Documentation, or any portions thereof, may be made, distributed, or relicensed by you or any person under your authority or control. You may not allow third party use of the Software (except for use that is solely performed on your behalf and authorized in writing by the Company) or use of the Software as a service bureau. You may not allow a third party access to the Software through the sharing of your access credentials. Any approved third party must use individual access credentials provided by the Company. You will not use the Software for any purpose that is unlawful or prohibited by this Agreement, or in any manner that could damage, overburden, or impair any Company server. You may not copy, reproduce, alter, modify, nor reverse engineer the Software or Documentation.

    4. Assignment of Rights.

      You will not sublicense, lease, rent, assign, or lend your rights in the Software or Documentation, as granted by this Agreement, to any party without prior written consent of Company.

  2. Intellectual Property Protection and Confidentiality.
    1. Use Reporting, License Violations and Remedies.

      Company reserves the right to gather data including server IP addresses, domain counts and other information deemed relevant, to ensure that our products are being used in accordance with the terms of this Agreement. Any unauthorized use shall be considered by Company to be a violation of this Agreement.

    2. Proprietary Rights to Software and Trademarks.

      You acknowledge that the Software and the Documentation are proprietary to Company, and the Software and Documentation are protected under United States copyright law and international treaties. You further acknowledge and agree that, as between you and Company, Company owns and controls and shall continue to own all right, title, and interest in and to the Software and Documentation, including associated intellectual property rights under copyright, trade secret, patent, or trademark laws. You further acknowledge that the Software and the Documentation are valuable intellectual property of the Company. This Agreement does not grant you any ownership interest in or to the Software or the Documentation, but only a limited right of use that is revocable in accordance with the terms of this Agreement. Any and all trademarks or service marks that Company uses in connection with the Software or with services rendered by Company are marks owned by Company. This Agreement does not grant you any right, license, or interest in such marks, and you shall not assert any right, license, or interest in such marks or any words or designs that are confusingly similar to such marks.

    3. Confidentiality.

      You shall permit only authorized users to use the Software or to view the Documentation. Except as expressly authorized by this Agreement, you shall not make available the Software or Documentation to any third party. You will use your best efforts to cooperate with and assist Company in identifying and preventing any unauthorized use, copying, or disclosure of the Software, Documentation, or any portion thereof.

  3. License Fees.

    The Software is currently available to you as part of your monthly Homefiniti Subscription fee. Company may in its discretion decide to change the licensing fee for the Software at any time. In the future, upon prior notice and agreement, the Company may offer updates, enhancements, modifications, revisions, or additions to the Software at an additional fee. You shall, in addition to these license fees, if payable by you, pay all applicable sales, use, transfer, or other taxes and all duties, whether national, state, or local, however designated, that are levied or imposed by reason of your purchase and use of the Software, excluding income taxes on the net profits of Company. If you fail to pay an invoice when due, Company will issue a notice of late payment and you will be charged a late fee of 5% of the outstanding past-due balance or the higher amount permitted by applicable law, if less.

  4. Software Maintenance and Support Services.

    Company may provide maintenance and support for the Software in its discretion. Please refer to the Company website located at www.homefiniti.com for more information on available maintenance and support.

  5. Term and Termination.

    This Agreement is effective upon your acceptance of the Agreement, or upon your accessing or using the Software, even if you have not expressly accepted this Agreement. This Agreement shall continue in effect until terminated. You may terminate this Agreement at any time by: (i) providing written notice of your decision to terminate the Agreement to Company and (ii) either returning the Software, Documentation, and all copies thereof that you have obtained to Company or destroying all such materials and providing written verification of such destruction to Company. Company may terminate this Agreement if you breach any term of this Agreement by giving you written notice of your breach and Company’s decision to terminate the Agreement. Upon termination of this Agreement, you agree to either return to Company the Software, Documentation, and all copies thereof that you have obtained, or to destroy all such materials and provide written verification of such destruction to Company.

  6. Warranty Disclaimer.

    YOU AGREE THAT YOUR USE OF THE SOFTWARE WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SOFTWARE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SOFTWARE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF THE SOFTWARE, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SOFTWARE, (C) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SOFTWARE BY ANY THIRD PARTY, (D) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SOFTWARE, AND/OR (E) THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ERRORS WILL BE CORRECTED.

  7. Limitation of Liability.

    IN NO EVENT SHALL COMPANY OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SOFTWARE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE SOFTWARE DURING THE 3 MONTH PERIOD ENDING ON DATE ON WHICH THE EVENT GIVING RISE TO THE CAUSE OF ACTION OCCURS.

    CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

    IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

  8. Disputes.

    All questions of law, rights, and remedies regarding any act, event or occurrence undertaken pursuant or relating to this Agreement or the Software shall be governed and construed by the law of Maryland, excluding such state’s conflicts of law rules. Any legal action of whatever nature by or against Company arising out of or related in any respect to this Agreement or the Software shall be brought solely in either the applicable federal or state courts located in or with jurisdiction over Baltimore County, State of Maryland; subject, however, to the right of Company, at the Company's sole discretion, to bring an action to seek injunctive relief to enforce this Agreement or to stop or prevent an infringement of proprietary or other third party rights (or any similar cause of action) in any applicable court in any jurisdiction where jurisdiction exists with regard to a user. You hereby consent to (and waive any challenge or objection to) personal jurisdiction and venue in the above-referenced courts. Application of the United Nations Convention on Contracts for the International Sale of Goods is excluded from this Agreement. Additionally, application of the Uniform Computer Information Transaction Act (UCITA) is excluded from this Agreement. In no event shall any claim, action or proceeding by you related in any way to this Agreement or the Software be instituted more than two (2) years after the cause of action arose. You will be liable for any attorneys' fees and costs if we have to take any legal action to enforce this Agreement.

  9. Indemnification.

    You agree to defend, indemnify and hold Company, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from and against, any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of your breach of this Agreement and/or any breach of your representations and warranties set forth above. Company will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

  10. Electronic Contracting.

    Your use of the Software includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO RELATING TO THE SOFTWARE, INCLUDING NOTICES OF CANCELLATION. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.

  11. Entire Agreement.

    This Agreement, including the Service Terms, constitutes the entire agreement between you and Company regarding the use of the Software. In the event of any disagreement between this Agreement and any Provider, this Agreement shall prevail.

  12. Force Majeure.

    Company shall not be responsible or liable for any loss, damage, delay or failure to act caused by any cause beyond Company's reasonable control.

  13. Severability.

    If any term or provision of this Agreement is declared void or unenforceable in a particular situation, by any judicial or administrative authority, this declaration shall not affect the validity of enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation.

  14. Survival.

    Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, shall be deemed to survive for as long as necessary to fulfill such purposes.

  15. Headings.

    The Section headings contained in this Agreement are incorporated for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

  16. No Waiver; Amendments.

    The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. Amendments to the Agreement shall only be effective if in writing and signed by all parties.

  17. Assignment.

    You may not assign your rights under this Agreement and any attempted assignment shall be void and of no effect. Company may assign its rights and obligations under this Agreement.

  18. United States Government Restricted Rights.

    The Software and Documentation are provided with Restricted Rights. Use, duplication, or disclosure by the government is subject to restrictions as set forth in subparagraph (c)(f)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software-Restricted Rights at 48 C.F.R. S:52.227-19, as applicable. applicable. The Software and Documentation are “commercial items” as defined in 48 CFR Pt.2.101 consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 CFR Pt. 12.210. If you are the U.S. Government or any agency or department thereof, the Software and Documentation are licensed (i) only as a commercial item, and (ii) with only those rights as are granted to all other end users and customers pursuant to the terms and conditions of this Agreement.

  19. Export Restrictions.

    THIS AGREEMENT IS EXPRESSLY MADE SUBJECT TO ANY LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS ON THE EXPORT, REEXPORT OR IMPORT OF THE SOFTWARE OR DOCUMENTATION ABOUT SUCH SOFTWARE WHICH MAY BE IMPOSED FROM TIME TO TIME BY THE GOVERNMENT OF THE UNITED STATES OF AMERICA OR ANY OTHER GOVERNMENT. YOU SHALL NOT EXPORT, REEXPORT OR IMPORT THE SOFTWARE, DOCUMENTATION, OR INFORMATION ABOUT THE SOFTWARE OR DOCUMENTATION WITHOUT THE WRITTEN CONSENT OF COMPANY AND COMPLIANCE WITH SUCH LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS.