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HOMEFINITI TERMS OF SERVICE

Version: November 2025

These Homefiniti Terms of Service ("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, the "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 THE COMPANY MAY MAKE TO THIS AGREEMENT IN THE FUTURE, DO NOT USE OR ACCESS OR CONTINUE TO USE OR ACCESS THE HOMEFINITI SOFTWARE, AS YOUR USE AND ACCESS TO THE HOMEFINITI SOFTWARE IS CONDITIONED ON YOUR CONTINUED ACCEPTANCE TO THE TERMS OF THIS AGREEMENT (INCLUDING ALL AMENDMENTS).

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 the Homefiniti 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, located at www.homefiniti.com, is owned and operated by the Company. Among other functionality, the Homefiniti Software 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 Software account, with reports on activity occurring on your Homefiniti Software-powered Website (e.g., most viewed listings and most popular price points), (ii) enable Homefiniti Software products and services that you may decide to purchase from the 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"). To the extent the Analytics Service data contains personally identifiable information of yours or your site visitors, such personally identifiable information shall remain the sole property of yours or your site visitors as the case maybe; provided that the Company is hereby granted a limited license to use such personally identifiable information internally to enhance the Homefiniti Software and functionality through the Analytics Service.

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 the 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 Software services. All Listing Data remains your property and will be deactivated from the Homefiniti Software platform upon the deactivation of your Homefiniti Software account and deleted upon the deletion of your Homefiniti Software 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.

The 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.

USER GENERATED CONTENT

The Homefiniti Software allows you and your users to post, publish, and make available through it, your own copyrightable materials such as text contributions, graphics, and other proprietary materials (the "User Generated Content"). As long as the User Generated Content is subject to the applicable copyright law, such user Generated Content shall remain at all times, and to the extent permitted by law, your sole and exclusive property. You understand and agree that you are solely responsible for your User Generated Content and the consequences of posting or publishing such material in any way. You represent and warrant that you have (and will continue to have) all necessary licenses, rights, consents, and permissions which are required to use and to enable the Homefiniti Software to use your User Generated Content. You agree that You will not post or upload any User Generated Content containing content which is unlawful for you to possess, post or upload or which it would be unlawful for the Company to use or possess in connection with the use of the Homefiniti Software.

You grant the Company a non-exclusive, royalty-free, transferable, sublicensable, worldwide license to use, store, display, reproduce, save, modify, create derivative works, perform, and distribute your User Generated Content solely for the purposes of operating, developing, providing, and using the Homefiniti Software. Nothing in this Agreement restricts other legal rights the Company may have to the User Generated Content (including, for example, rights under other licenses). We reserve the right to remove or modify User Generated Content, or change the way it's used, for any reason (including, without limitation, User Generated Content that we believe violates this Agreement or our policies).

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.

The Company may, in its sole discretion, 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:

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 (including, without limitation, the User Generated Content) 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;
you are the owner of or have the necessary licenses, rights, consents, releases and permissions to use and to authorize the 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;
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
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.

The Company reserves the right to take steps that the Company believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement. To the extent permitted by applicable law, you acknowledge and agree that the 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 the 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 the 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 the Company are non-confidential and the Company (as well as any designee of the 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 the Company makes it available. Prohibited activity includes, but is not limited to:

criminal or tortious activity;
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 the Company;
tricking, defrauding or misleading the Company and other users, especially in any attempt to learn sensitive account information such as passwords;
engaging in any automated use of the system, such as using any data mining, robots or similar data gathering and extraction tools;
interfering with, disrupting, or creating an undue burden on the Homefiniti Software or the networks or services connected to the Website;
using the Homefiniti Software as part of any effort to compete with the Company or to provide services similar to those provided by the Company;
deciphering, decompiling, disassembling or reverse engineering any of the Homefiniti Software comprising or contained in, or or in any way making up a part of, the Homefiniti Software;
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;
harassing, annoying, intimidating or threatening any Company employees or agents engaged in providing any portion of the Homefiniti Software to you; or
using the Homefiniti Software 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 (the "Company IP") are owned by or licensed to the Company, and are subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Except as expressly provided in this Agreement or the EULA, you do not have any rights to or in any Company IP.

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 Homefiniti Software account and ending your Homefiniti Software Subscription. Please contact us for instructions for closing your account by using the contact information on the Homefiniti Website.

SUSPENSION OR TERMINATION

Without limiting any other provision of this Agreement, the Company may suspend or terminate your access to the Homefiniti Software, in whole or in part, upon reasonable notice where practicable, under any of the following circumstances:

Material Breach - if you materially breach this Agreement, including unauthorized sharing of access credentials, disclosure of confidential information, or violation of intellectual property restrictions;
Security or Integrity Threat - if the Company reasonably believes that continued access poses a risk to the security, integrity, or performance of the Homefiniti Software, the data of any customer, or the Company's systems;
Illegal, Fraudulent, or Malicious Activity - if the Company reasonably suspects that your account is being used for fraudulent, illegal, or malicious purposes, including corporate espionage, the storage or transmission of illegal content, or attempts to gain unauthorized access to any system or data; or
Non-Payment or Account Closure - if payment obligations remain unpaid beyond the permitted period or if your subscription is otherwise terminated or not renewed.

In the case of suspension based on suspected security, integrity, or legal issues, the Company will use commercially reasonable efforts to restore access promptly after confirming that the issue has been resolved to its satisfaction.

Any termination shall not relieve either party of any obligation accrued prior to termination, including payment obligations, and shall not limit any other remedies available under law or equity.

Any provisions of this Agreement that, by their nature, should survive termination or expiration (including indemnification, limitation of liability, and confidentiality obligations) shall survive in accordance with their terms.

MODIFICATIONS

To Agreement

The Company may modify this Agreement with 30 days written notice to you. If this Agreement is materially modified, you may terminate this Agreement by written notice to the Company within 30 days after receipt of the notice of modification. In the event that you do not terminate the Agreement within 30 days after receipt of notice of modifications, the modifications to this Agreement shall be binding and effective. 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 Software account for sending notices. It is your obligation to notify us if this email address changes, and the Company has the right to rely on the email address in your Homefiniti Software 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

The Company reserves the right at any time to modify or discontinue, temporarily or permanently, the Homefiniti Software (or any part thereof) with 30 days written notice to you. If the Homefiniti Software is materially modified, you may terminate this Agreement by written notice to the Company within 30 days after receipt of the notice of modification. In the event that you do not terminate the Agreement within 30 days after receipt of notice of modifications, the modifications to the Homefiniti Software shall be binding and effective. You agree that the 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 this Agreement or 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 the Company, at the 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 and your use of the Homefiniti Software. 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 one (1) year 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 HOMEFINTI SOFTWARE WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE HOMEFINTI SOFTWARE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE HOMEFINTI SOFTWARE, OR THE USE OF THE HOMEFINTI SOFTWARE FOR ANY PARTICULAR PURPOSE, AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF THE HOMEFINTI SOFTWARE, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE HOMEFINTI 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 THE COMPANY OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY 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 THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY'S AGGREGATE 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 THE COMPANY FOR THE HOMEFINITI SOFTWARE DURING THE THREE (3)-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CAUSE OF ACTION, OR ONE HUNDRED DOLLARS ($100), 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 HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, TO THE EXTENT PERMITTED BY LAW, WHICH STATES: "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 THE 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) MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF (A) YOUR LISTING DATA OR ANY OTHER INFORMATION, DESCRIPTIONS, IMAGES, DOCUMENTATION, OR INTELLECTUAL PROPERTY YOU PROVIDE; (B) YOUR USE OF THE HOMEFINITI SOFTWARE IN VIOLATION OF THIS AGREEMENT OR OF ANY APPLICABLE LAW; (C) YOUR NEGLIGENCE OR WILLFUL MISCONDUCT; OR (D) ANY CLAIM THAT THE CONTENT OR DATA PROVIDED BY YOU INFRINGES OR MISAPPROPRIATES THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. THE COMPANY WILL USE REASONABLE EFFORTS TO NOTIFY YOU OF ANY SUCH CLAIM, ACTION, OR PROCEEDING UPON BECOMING AWARE OF IT.

NOTICES

Except as explicitly stated otherwise, any notices given to the 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 Software 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 the Company regarding the use of the Homefiniti Software. The failure of the 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 and your account may not be assigned by you without our express written consent, which may not be unreasonably withheld. The Company may assign any or all of its rights and obligations to others at any time. The Company shall not be responsible or liable for any loss, damage, delay or failure to act caused by any cause beyond the 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 the Company's request, you will furnish the Company any documentation, substantiation or releases necessary to verify your compliance with this Agreement. You agree that this Agreement will not be construed against the 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.

WAIVER OF JURY TRIAL

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND THE COMPANY EACH WAIVE ITS RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING RELATED TO THIS AGREEMENT OR THE HOMEFINITI SOFTWARE.

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 the 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 Date: November 2025

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, the "Company" or "we" or "us" or "our").

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

License.

Grant of License. The Company hereby grants to you, and you accept a limited, nonexclusive, revocable, non-assignable, non-sublicensable, non-transferable license to use the Homefiniti Software in machine-readable, object code form only, and the user documentation accompanying the Homefiniti 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 "Homefiniti Software" includes any updates, enhancements, modifications, revisions, or additions to the Homefiniti Software made available to you by the Company. Notwithstanding the foregoing, the Company shall be under no obligation to provide any updates, enhancements, modifications, revisions, or additions to the Homefiniti Software.
Homefiniti Service Terms. When you use the Homefiniti Software, you will also be required to accept the HOMEFINITI TERMS OF SERVICE. You acknowledge that you have read, understand and accept the terms contained in the HOMEFINITI TERMS OF SERVICE.
Restrictions, Copies and Modifications. You may not reverse engineer, decompile, disassemble, or otherwise translate the Homefiniti Software. You may not modify or adapt the Homefiniti Software in any way. Except as authorized in this Section, no copies of the Homefiniti 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 Homefiniti Software (except for use that is solely performed on your behalf and authorized in writing by the Company) or use of the Homefiniti Software as a service bureau. You may not allow a third party access to the Homefiniti 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 Homefiniti Software for any purpose (a) that is unlawful or prohibited by this Agreement, (b) that competes with the Company, or (c) in any manner that could damage, overburden, or impair any Company server. You may not copy, reproduce, alter, modify, nor reverse engineer the Homefiniti Software or Documentation.
Assignment of Rights. You will not sublicense, lease, rent, assign, or lend your rights in the Homefiniti Software or Documentation, as granted by this Agreement, to any party without prior written consent of the Company, which shall not be unreasonably withheld.

Intellectual Property Protection and Confidentiality.**

Use Reporting, License Violations and Remedies. The 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 the Company to be a violation of this Agreement.
Proprietary Rights to Homefiniti Software and Trademarks. You acknowledge that the Homefiniti Software and the Documentation are proprietary to the Company, and the Homefiniti Software and Documentation are protected under United States copyright law and international treaties. You further acknowledge and agree that, as between you and the Company, the Company owns and controls and shall continue to own all right, title, and interest in and to the Homefiniti Software and Documentation, including associated intellectual property rights under copyright, trade secret, patent, or trademark laws. You further acknowledge that the Homefiniti Software and the Documentation are valuable intellectual property of the Company. This Agreement does not grant you any ownership interest in or to the Homefiniti 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 the Company uses in connection with the Homefiniti Software or with services rendered by the Company are marks owned by the 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.
Confidentiality. You shall permit only authorized users to use the Homefiniti Software or to view the Documentation. Except as expressly authorized by this Agreement, you shall not make available the Homefiniti Software or Documentation to any third party. You will use your best efforts to cooperate with and assist the Company in identifying and preventing any unauthorized use, copying, or disclosure of the Homefiniti Software, Documentation, or any portion thereof.

License Fees.

The Homefiniti Software is currently available to you as part of your monthly Homefiniti Software subscription fee. The Company may in its discretion decide to change the licensing fee for the Homefiniti Software with 30 days written notice to you. If the fees are increased, you may terminate this Agreement by written notice to the Company within 30 days after receipt of the notice of the increase. In the event that you do not terminate this Agreement within 30 days after receipt of notice of increase, the increase shall be binding and effective. In the future, upon prior notice and agreement, the Company may offer updates, enhancements, modifications, revisions, or additions to the Homefiniti 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 Homefiniti Software, excluding income taxes on the net profits of the Company. If you fail to pay an invoice when due, the 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.

Maintenance and Support Services.

The Company may provide maintenance and support for the Homefiniti Software at its discretion. Please contact the Company using the options provided on the Company website, located at oneilinteractive.com, for more information on available maintenance and support.

Term and Termination.

This Agreement is effective upon your acceptance of the Agreement, or upon your accessing or using the Homefiniti Software, even if you have not expressly accepted this Agreement. Your access and use of the Homefiniti Software shall be deemed an acceptance of 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 the Company and (ii) either returning the Homefiniti Software, Documentation, and all copies thereof that you have obtained to the Company or destroying all such materials and providing written verification of such destruction to the Company. The Company may terminate this Agreement if you breach any term of this Agreement by giving you written notice of your breach and the Company's decision to terminate the Agreement. Upon termination of this Agreement, you agree to either return to the Company the Homefiniti Software, Documentation, and all copies thereof that you have obtained, or to destroy all such materials and provide written verification of such destruction to the Company.

Warranty Disclaimer.

YOU AGREE THAT YOUR USE OF THE HOMEFINTI SOFTWARE WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS 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. THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE HOMEFINTI SOFTWARE, OR THE USE OF THE HOMEFINTI SOFTWARE FOR ANY PARTICULAR PURPOSE, 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.

LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO ANY END USER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATED TO THE USE OF THE HOMEFINITI SOFTWARE.

THIS AGREEMENT IS SUBJECT TO THE HOMEFINITI TERMS OF SERVICE IN EFFECT BETWEEN THE COMPANY AND THE ENTITY AUTHORIZING YOUR ACCESS. ALL LIMITATIONS OF LIABILITY AND INDEMNIFICATION PROVISIONS IN THE HOMEFINITI TERMS OF SERVICE SHALL APPLY EQUALLY TO THIS AGREEMENT. IN THE EVENT OF ANY CONFLICT BETWEEN THE LIMITATION OF LIABILITY PROVISIONS OF THIS AGREEMENT AND THE LIMITATION OF LIABILITY PROVISIONS OF THE HOMEFINITI TERMS OF SERVICE, THE HOMEFINITI TERMS OF SERVICE SHALL PREVAIL.

INDEMNITY

Disputes.

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. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.

Entire Agreement.

This Agreement, including the HOMEFINITI TERMS OF SERVICE, constitutes the entire agreement between you and the the Company regarding the use of the Homefiniti Software. In the event of any disagreement between this Agreement and the HOMEFINITI TERMS OF SERVICE, except where otherwise stated, this Agreement shall prevail.

Force Majeure.

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

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.

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.

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.

Notices.

Except as explicitly stated otherwise, any notices given to the Company shall be given by email to the address listed in the Homefiniti Terms of Service. Any notices given to you shall be given to the email address in your Homefiniti Software 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. The Company may also choose to send notices by regular mail or other method.

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.

Assignment.

You may not assign your rights under this Agreement without the prior written consent of the Company, and any attempted assignment shall be void and of no effect. The Company may assign its rights and obligations under this Agreement.

United States Government Restricted Rights.

The Homefiniti 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. The Homefiniti 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 Homefiniti 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.

Export Restrictions.

THIS AGREEMENT IS EXPRESSLY MADE SUBJECT TO ANY LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS ON THE EXPORT, REEXPORT OR IMPORT OF THE HOMEFINITI SOFTWARE OR DOCUMENTATION ABOUT SUCH HOMEFINITI 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 HOMEFINITI SOFTWARE, DOCUMENTATION, OR INFORMATION ABOUT THE HOMEFINITI SOFTWARE OR DOCUMENTATION WITHOUT THE WRITTEN CONSENT OF THE COMPANY AND COMPLIANCE WITH SUCH LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS.