SOCAL FLOORPLANS ACCESS AGREEMENT - Terms and Conditions

SoCal Floorplans (“Provider”) and Customer agree as follows:

1. Database Services. Acceptance of this Agreement by Provider shall entitle Customer to obtain access to Provider’s database and message boards, subject to the terms and conditions stated herein.

2. Charges. 2. Charges. Customer will be charged a subscription fee based upon the type of subscription selected; platinum, gold or silver. The cost of a platinum subscription is $200.00 and allows the user access to 200 tracts not to exceed a one year time period. The user has full site access. A gold membership cost is $100.00 and is valid for one year or 15 tracts; whichever comes first. A gold member also has full site access. The silver option is for the one-time user. The one-time fee is $19.95 but does not include access to the entire site. The subscriptions are elaborated upon in greater detail in Section Six of this agreement. All charges are exclusive of sales, use, excise, or other taxes and Customer shall pay any such taxes as invoiced by Provider. Provider reserves the right to suspend its service to Customer without prior notice if Customer’s account becomes delinquent. Customer authorizes Provider to send notices of delinquency by the most expeditious means available and Customer further agrees that it shall be liable for all costs of collection of any delinquency, including collection agency fees, reasonable attorneys’ fees, and court costs. Provider reserves the right to change any and all charges at any time and Customer agrees that all such changes shall be effective immediately upon publication by Provider.

3. Establishment of Account. Provider reserves the right to require an advance deposit or to establish a credit account for Customer upon advance approval of Customer’s credit.

4. Term. This Agreement shall be in effect between Provider and Customer from the date of its acceptance by Provider until terminated by the Provider or as otherwise provided herein.

5. Contents and Use of Database. Provider provides real estate data to its customers as a service via its Internet website. Customers:

A.  May view, download, copy and print documents from Provider’s website, including graphics incorporated in such documents, for use in assessing individual residential properties or residential developments.

Documents such as white papers, plat maps, floor plans, zoning maps, datasheets and FAQs are subject to the following, all of which customers agree to:

(i) The documents may not be modified or altered in any way;

(ii) The documents may not be used for any activities that compete, directly or indirectly, with SoCal Floorplans’ business of providing real estate data to customers. Prohibited competitive activities include, without limitation, providing the documents to a competing real estate data provider, and/or using the documents to compile a database to provide to customers, through, for example, an internet website or by provision of hardcopies or in printed compilations or books.

(iii) Except where use constitutes "fair use" under copyright law, customers may not use, download, upload, copy, print, display, perform, reproduce, publish, license, post, transmit or distribute any documents or other content from the website in whole or in part without the express authorization of SoCal Floorplans.

B.  Customers may read and enter postings on message boards maintained by SoCal Floorplans. Customer agrees that message boards available through SoCal Floorplans shall not be used in any manner which competes with SoCal Floorplans’ business of providing real estate data to customers. Customer agrees not to upload, email, post, publish, distribute or otherwise transmit any content containing a solicitation of funds, promotion, advertising, and/or solicitation for goods or services. Customer agrees not to solicit other users of SoCal Floorplans website and/or message boards to use or join or become members of any commercial online or offline service or other organization.

C.  Access to and use of passwords issued through SoCal Floorplans and/or to protected or secure areas of its website is restricted to authorized users only. Customers may not share their password(s), account information, or access to the website. Customers are responsible for maintaining the confidentiality of password(s) and account information, and for all activities that occur under their password(s) or account(s) or as a result of their access to the website. Customer agrees to notify SoCal Floorplans immediately of any unauthorized use of their password(s) or account(s). Customer agrees to keep log-in information private and will not share such information with any other individual or entity. Customer agrees if SoCal Floorplans’ owners, management or assigns learn of information which suggests that a log-on or password has been shared, the account may be immediately terminated with no reimbursement made for any unused time or tract info not accessed.

D. Provider reserves the right to add or withdraw content or information or to modify the database without notice.

E. Customer acknowledges that some of the information presented on the website may differ from actual conditions. For example, the website contains various floor plans of houses in various housing developments. Such floor plans may not depict actual conditions, which may have changed through room additions to houses represented by floor plans, a site map or sequence sheet that was changed, updated zoning maps, etc. Customers are encouraged to measure any house or check with the proper zoning municipality for accuracy. Some of the floor plans and accompanying pages of data that are on the website may be darker than desired or may be of unsatisfactory quality level. The remediation of such images is solely at the discretion of SoCal Floorplans.

F. Customer, including its employees, employers, consultants, agents, principals, partners, stockholders, officers, directors and any others acting on customers’ behalf or in any individual or representative capacity, agrees that information available through SoCal Floorplans will not be used, directly or indirectly, in any activity which competes with the business of SoCal Floorplans in providing real estate data to customers, and not to engage in any such competitive activity during the term of this agreement.

6. Duration of Subscription. Each annual subscription is for a maximum of one year, and is further limited to accesses to 200 tracts (including full site access to zoning, primer, message board, etc.). And access is defined as going beyond the intermediate thumbnail stage of any image within a tract. Once a tract has been accessed once, it can be re-visited without counting against your 200 allowable accesses. Once tract information has been accessed on 200 occasions, the subscription agreement will be considered fulfilled and further access will required a renewal of the access agreement and payment. If the one year period terminates before the database has been accessed 200 times, the remainder CANNOT be transferred to another user or carried over to a renewal of the contract. The subscription is considered to be over at the end of a one year period or at the time that the final (200th) occasion on which tract information has been accessed, which ever comes first. One-time users will be given 5 calendar days to select and download a tract. At the end of the 5th calendar day, the subscription agreement will be fulfilled and no additional access will be granted without subscription renewal.

7. Password and Security. Customer agrees to assume sole responsibility for the security of the password issued to it and for all charges incurred through the use of that password. Customer is solely responsible for notifying Provider of the loss or theft of a password by the most expeditious means available, and Customer shall be relieved of liability for charges incurred through the use of a lost or stolen password only after Provider’s receipt of that notice. Passwords not used for 180 days are subject to cancellation without prior notice, and Provider may require a reinstatement fee.

8. Liability and Indenification. Customer agrees that Provider and its database suppliers shall not be liable for any of the following:

A. Delay or failures in performance or for any interruption of Provider’s service;

B. Errors or defects in information provided by SoCal Floorplans;

Customer, and its officers, owners, executors, administrators, heirs, devises and assigns, agree to indemnify and hold Provider, its owners (including, without limitation, SoCal Floorplans & The Gillgren Group) and its officers, directors, board members, employees, members, sponsors, representatives, successors, information providers, cooperating businesses and organizations harmless from any loss or claims or loss arising out of the use of Provider’s service or any materials provided under this Agreement.

9. Warranty Disclaimer.

PROVIDER AND ITS INFORMATION SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO SERVICES OR DATA MADE AVAILABLE BY PROVIDER, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY. PROVIDER AND ITS INFORMATION SUPPLIERS ASSUME NO RESPONSIBILITY IN CONNECTION WITH THE USE OF ANY OF THE SERVICES OR DATA MADE AVAILABLE BY PROVIDER. CUSTOMER AGREES THAT NEITHER PROVIDER NOR ITS DATABASE LIBRARY SUPPLIERS SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR FOR THE LOSS OF PROFIT, REVENUE, OR DATA ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT, EVEN IF CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF POTENTIAL LOSS OR DAMAGE.

10. Assignments. Customer agrees that this Agreement shall not be assigned or transferred and that any attempt on its part to assign or transfer this Agreement or any of its rights or obligations under this Agreement shall be null and void. Customer further agrees that Provider may assign this Agreement and/or payments due under this Agreement without further permission or approval.

11. Database Supplier Rights. Customer agrees that any database supplier shall have the right to assert rights under, or to enforce any of the provisions of, this Agreement directly on its own behalf.

12. Termination by Customer. Provider agrees that Customer may terminate this Agreement immediately upon written notice to Provider if any rate or service charge increase or change in service is unacceptable to Customer. However, Customer agrees that its continued use of Provider’s service pursuant to this Agreement after notice of any rate or service charge increase or change in service shall constitute acceptance of any such change.

13. Notices. Notices required or provided for under this Agreement may be given by Provider to Customer in writing in publications issued or letters posted by Provider or electronically over its computer service. Notices required or provided for under this Agreement may be given by Customer to Provider in writing in letters posted by Customer or electronically over Provider’s computer service.

14. Entire Agreement. This Agreement, including all attachments, and any revisions issued in writing, constitutes the entire agreement of the parties.

15. Governing Law. This Agreement shall be construed under and be governed by the law of the State of California.

16. Severability. If any provision in this Agreement is held by any court to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect.

17. Nonwaiver of Rights. Customer and Provider agree that no failure to exercise and no delay in exercising any right, power, or privilege on the part of either party shall operate as a waiver of any right, power, or privilege under this Agreement. Customer and Provider further agree that no single or partial exercise of any right, power, or privilege under this Agreement shall preclude further exercise thereof.

18. Attorneys’ Fees. If any legal action is necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. This provision shall be construed as applicable to the entire Agreement.

19. Authorization. The party accepting the terms of this agreement warrants that it is the duly authorized representative or customer with full legal authority to bind customer to this agreement.