REAL ESTATE DATA SERVICES

These terms of use ("Agreement") are effective immediately upon accessing restricted content on  this Web site between (i) Real Estate Data Services (REDS), a Pennsylvania Company with offices at 2235 Packard Circle, Hummelstown, PA 17036 and (ii) the registered or unregistered User/Subscriber who, intending to be legally bound, hereby agrees as follows:

INTRODUCTION

REDS offers a regional real estate information service (the "REDS Service"), which is now available through personal computers with Internet access using popular Internet browser software, an appropriate modem and a telecommunications line.  User wishes to obtain, and REDS agrees to make available to User, the REDS Service all in accordance with the terms and conditions of this Agreement.  In the event User is a member of a local board or association of REALTORS®, User shall comply with the bylaws and regulations of that REALTORS® board or association. Appraiser Users who hold a state license or certificate must conform to the Uniform Standards of Professional Appraisal Practice.  All Users will adhere to any rules provided by REDS.

User shall have the right, during the term of their subscription, to use the REDS trade name and any logo for the REDS Service in advertising, promotion and marketing materials solely for the purpose of announcing Subscriber’s use of the REDS Service to prospective customers. A registered User may republish any description of the REDS Service that has been published by REDS, provided the description is republished on a verbatim basis; but shall not, under any circumstances, make any unauthorized representations or warranties regarding the REDS Service.

User is furthermore responsible for obtaining all personal computers, printers, backup instrument, software and any miscellaneous items or services that may be necessary or useful for using the REDS Service and for the proper configuration and use thereof.  Acknowledging the threat of computer viruses inherent to magnetic media, User shall be solely at risk and responsible for detecting, containing and eliminating any such contamination. In addition, User agrees to hold REDS harmless for any corruption of computer information, loss of productivity or financial loss of any kind from viral activity whether caused by negligence or any circumstance on the part of REDS.

MERCHANTABILITY

REDS maintains regional real estate information in electronic form and makes such information available to Subscribers. User acknowledges that REDS does not routinely investigate, research or confirm any information. Furthermore, database information is presumed to be a matter of public record maintained in each county courthouse. User acknowledges that the information available through the REDS Service and its availability may be subject to the continued consent of any supplying third party. If at any time any supplying third party consent is withdrawn, all information supplied by such party shall be removed from the REDS Database. User expressly agrees that the REDS Service and the information available through the REDS Service is provided on an "as is," "as available" basis. REDS does not warrant that the REDS Service will be error-free, and makes no warranty as to the accuracy, completeness, currency or reliability of any information available through the REDS Service. REDS expressly disclaims any and all warranties with respect to the REDS Service, including but not limited to any implied warranties of merchantability and fitness for a particular purpose. REDS neither warrants nor endorses any information.

BILLING

In consideration for the rights to use the REDS Online Service, the company or individual named as Account Manager on the Account Application form shall pay a predetermined quarterly fee in advance to REDS. Users on an Account acknowledge that REDS will suspend access to the REDS Online Service until that Account invoice is paid for the full amount. Late fees and/or reconnect charges may apply.  REDS assumes no responsibility for notifying the Account Manager or Users on that Account in any event.  Neither the Account Manager nor Users on the Account will receive pro rata fee adjustment, credit or compensation in any manner for financial loss of any kind caused by the interruption of access to the REDS Online Service.

All fees described herein are exclusive of all federal, state, municipal or other taxes and levies now in force or enacted in the future and, accordingly, subscriber will pay all such taxes and levies other than any tax or levy on the net income of REDS.  REDS reserves the right to increase any fees at any time by written notice to the Account Manager at least thirty (30) days in advance of the effective date of such increase.  Every Account Manager shall have the right to cancel their subscription to REDS by written notice at any time without refund or pro rata fee adjustment if any modification to the REDS Service or to the terms and conditions under which information is made available are unacceptable.

COPYRIGHT

User recognizes that the information available through REDS contains components that are protected by United States Copyright Law. User agrees not to dispute the rights, title and interest in each and every REDS Database vested in the compilation created by REDS, and in the ownership of the copyright therein, which shall at all times remain the property of REDS. REDS shall have the right to license such compilations or portions thereof to any entity pursuant to terms agreed upon by REDS.

User acknowledges and agrees that the REDS Database is a confidential and proprietary product of REDS and that in the event there is an unauthorized disclosure of such by User, no remedy at law may be adequate. Therefore, User agrees that in the event of such unauthorized disclosure of REDS Database, REDS may seek injunctive relief or other equitable remedies against User in addition to all available remedies at law. In the event legal action is taken against User, and REDS prevails in obtaining equitable relief or monetary damages, User will be obligated to reimburse REDS for reasonable attorney’s fees, costs and expenses it incurred in pursuing such legal action. User will also be responsible for any legal fees and costs incurred by REDS in enforcing any order or collecting any judgment.

User further agrees that the information obtained through REDS shall not be reproduced or manipulated for any other purpose than the reporting and evaluating of real estate, and may not be resold, imparted or otherwise distributed without the written consent of REDS. Under no circumstance shall User receive any form of compensation for this information from third parties except to the extent such information is incidental to the services provided by User. Assigning, timesharing, selling, leasing, lending or renting access to the REDS Service is expressly forbidden. User agrees to use his or her best efforts to ensure that all administrative support personnel, personal assistants and anyone under User's control or supervision, licensed or unlicensed, or for whom User works or is responsible, comply with the terms of the REDS User Agreement.

REMEDIES

User acknowledges damages suffered by REDS from access to the REDS Service by an unauthorized disclosure to a third party by User would be speculative and difficult to quantify. Accordingly, as an inducement to REDS to enter into this Agreement, User agrees that in the event User makes such unauthorized disclosure of this information to any third party such as a "data collective", User shall be liable, at REDS’ option, for liquidated damages in the amount no less than $500.00 for each occurrence or $10.00 per record, whichever is greater.  Cancellation of subscription to the REDS Service does not relieve User from this obligation.

User acknowledges that REDS has set its fees and other charges in reliance on the disclaimers of warranty and limitations and exclusions of liability set forth in this Agreement. REDS tracks all User's movements online and will terminate access privileges for any User on an Account demonstrating suspicious activity.  The User irrevocably waives all claims against REDS or any of its affiliates, agents, representatives and licensees for any action in connection with the REDS Service and particularly as to acts imposing liquidated damages upon User or revoking User's use of the REDS Service.

INDEMNIFICATION

User shall indemnify and hold REDS (including, but not limited to all affiliates, employees, agents, representatives and licensees) harmless from and against any and all liability, damages, loss or expense (including reasonable fees of attorneys and other professionals) arising from any claim, demand, action or preceding initiated by any third-party against any of them based upon any report or evaluation rendered by User. (whether based in whole or in part on information obtained from the REDS Service) User shall assist REDS, at User’s expense, in the defense or settlement of any claim to which this indemnification applies.   Cancellation of subscription to the REDS Service does not relieve User from this obligation.

Neither REDS nor any of its affiliates, employees, agents, representatives or licensees shall be liable to User or anyone else for any direct, indirect, incidental, special, or consequential damages that result from the use of, or inability to use, the REDS Service. This includes, but is not limited to, the reliance by any authorized or unauthorized User on any information obtained through REDS or that result from mistakes, viruses or failures of performance, whether caused in whole or in part by negligence, acts of God, theft or destruction of, or unauthorized access to, the REDS Service. In no event shall the liability of REDS, its affiliates, employees, agents, representatives or licensees arising out of any claim related to this agreement exceed the aggregate amount paid by the User in the twelve (12) months immediately preceding the event giving rise to such claim.

TERM

The initial term of this Agreement shall commence upon first entering this this Web site and shall continue thereafter as long as Account Manager pays the quarterly subscription fee and any other charges to REDS when due unless sooner terminated. This Agreement shall continue subject to cancellation by either party upon thirty (30) days prior written notice. Furthermore, this Agreement and the licensed rights granted hereunder may be terminated by either party in the event that the other party has not performed any material obligation or has otherwise breached any material term of this Agreement. Any such termination shall become effective upon the expiration of thirty (30) days after receipt of written notice thereof if the breach or nonperformance has not then been cured. Promptly upon termination of the REDS Service or expiration of this Agreement, User shall thereupon purge all copies of magnetic media obtained from the REDS Service including, but not limited to computer records, removable disks and backup tape maintained by User.  User acknowledges that REDS shall have no obligation to refund any fees or charges or any portion thereof paid to REDS prior to termination.

MISCELLANEOUS

Neither this Agreement nor any obligations or duties hereunder may be transferred, assigned or delegated by the Account Manager or any User on an Account.  REDS reserves the right to modify the REDS Service and/or make information available through the REDS Service subject to additional terms or conditions.   In addition, this Agreement may be revised or edited for explicitness at any time without notice.  This Agreement contains the entire understanding of the parties and supersedes all previous oral and written agreements between the User and Real Estate Data Services.  Furthermore, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Pennsylvania applicable to contracts made and performed in Pennsylvania.