Names, addresses, phone numbers, and email addresses of

PLEASE READ THE BELOW TERMS OF SERVICE. THIS IS A LEGALLY BINDING

AGREEMENT THAT CONTAINS IMPORTANT TERMS GOVERNING YOUR PROVISION OF

CERTAIN LISTING CONTENT TO MOVE, INC. AND MOVE, INC.��S USE OF SUCH LISTING

CONTENT. BY CHECKING THE ��I ACCEPT�� BOX (OR ANY SIMILAR BOX), YOU ARE

AGREEING TO BE BOUND BY THE TERMS OF THE BELOW AGREEMENT. IF YOU DO NOT

AGREE WITH OR DO NOT WISH TO BE BOUND BY THE TERMS OF THE BELOW

AGREEMENT, DO NOT CHECK THE ��I ACCEPT�� BOX (OR ANY SIMILAR BOX).

Terms of Service

These Terms of Service (this ��Agreement��) is made and entered into as of today��s date (the

��Effective Date��) by and between Move, Inc., a Delaware corporation (��Move��), and you, a duly licensed

real estate broker (��Broker��).

WHEREAS, Move, together with its affiliates, is in the business of, among other things, displaying

real estate data and content to consumers on websites and through mobile applications; and

WHEREAS, Broker desires to license the Licensed Data (as defined herein) to Move for use as

permitted under this Agreement.

NOW THEREFORE, in consideration of the premises and mutual agreements contained herein, the

parties hereto agree as follows:

1.

Definitions. As used in this Agreement, the following terms shall have the meanings set

forth herein, and shall be equally applicable to the singular and plural forms.

��Agent Data�� shall mean the names, addresses, phone numbers, and email addresses

of all Real Estate Licensees.

��Confidential Information�� shall mean information received during the Term that is

marked as the confidential or proprietary information of the disclosing party prior to or upon receipt

by the receiving party. Notwithstanding the foregoing, ��Confidential Information�� shall not include

information: (a) already lawfully known to or independently developed by the receiving party; (b)

disclosed in any published materials; (c) generally known to the public; (d) lawfully obtained from

any third party; or (e) required to be disclosed by law.

��Historical Data�� shall mean all Listing Content for the period of time beginning one (1)

years prior to the Effective Date and ending on the date immediately prior to the Effective Date.

��Licensed Data�� shall mean: (a) all Listing Content that Broker provides to Move directly

or via a third party at any time during the Term, regardless of whether such Listing Content relates to

Properties that are actively listed for sale or rent, have been sold or rented, have a sale pending, or

are ��off market�� (such as those properties in which the property listing has naturally expired, been

withdrawn, or temporarily taken off the market), as such Listing Content shall be updated from time

to time during the Term in accordance with the terms hereof; and (b) the Historical Data.

��Listing Content�� shall mean all content, data, information, and digital images that relate to

Properties that are, or at any applicable time have been, represented by Broker.

��Move Products�� shall mean those products and services generally offered for sale or

license by Move and/or its affiliates to brokerage offices and/or individual agents or brokers.

��Move Sites�� shall mean any and all websites, mobile applications, and software owned in

whole or in part, operated, controlled, or powered by Move or its affiliates, including, without

limitation, the website known as and its related mobile applications.

��NAR�� means the National Association of REALTORS?, an Illinois not-for-profit

corporation.

��Properties�� means all vacant land and residential dwellings, including, without limitation,

single-family buildings, cooperatives, multi-family buildings, and townhomes.

��Real Estate Licensees�� shall mean those real estate licensees who are licensed through and

affiliated with Broker.

��RIN�� shall mean REALTORS? Information Network, Inc., an Illinois corporation.

2.

Obligations of Move. In addition to all other obligations of Move under this Agreement,

Move shall, at its own expense, at all times during the Term:

(a)

have operational, technical, managerial, and day-to-day control over the operation of

the Move Sites;

(b)

provide (or cause a third party to provide) all hardware, software,

telecommunications, and other equipment, technology, and resources necessary to store the Licensed

Data provided to Move hereunder and to operate the Move Sites;

(c)

use commercially reasonable efforts to cause any Licensed Data displayed on the

Move Sites to be displayed or refreshed, as applicable, on the Move Sites within 24 hours following

Move��s receipt of such Licensed Data from Broker, provided that Broker acknowledges and agrees

that any changes by Broker to the format or delivery of the Licensed Data may cause interruptions

and/or delays in Move��s ability to refresh and/or display the Licensed Data.

(d)

not use the Agent Data for any purpose other than (i) to populate and update the

Move Products with the names of, and contact information for, Real Estate Licensees; (ii) to

determine whether such Real Estate Licensees are eligible to purchase Move Products; and (iii) to

market and sell Move Products to such Real Estate Licensees; and

(e)

not, except as authorized in this Agreement, use or disclose the Licensed Data.

3.

Obligations of Broker. In addition to all other obligations of Broker under this Agreement,

Broker shall, at its own expense:

(a)

deliver or make available, or cause a third party to deliver or make available, to

Move in an electronic format acceptable to Move, within a mutually agreed upon period of time

following the Effective Date, the initial file of Licensed Data and Agent Data;

(b)

At such times as Move and Broker may mutually agree, which shall be no less

frequently than six (6) time per day, during the Term, deliver or make available, or cause a third

party to deliver or make available, to Move complete updates of the Licensed Data in an electronic

format acceptable to Move;

(c)

no less frequently than once every week (or such other interval as Move and Broker

may mutually agree) during the Term, deliver or make available, or cause a third party to deliver or

make available, to Move the Agent Data in an electronic format acceptable to Move;

(d)

implement procedures to screen all Licensed Data to assure that such Licensed Data

contains no statements or other information that violates applicable local, state, or federal laws or

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regulations (including local, state, and federal fair housing laws and regulations), or otherwise causes

damage, direct or indirect, to any third party (including but not limited to the owners of any

properties described in the Licensed Data);

(e)

promptly inform Move of any information known to Broker related to any Licensed

Data that could reasonably lead to a claim, demand, or liability of or against NAR, RIN, Move

and/or any of their affiliates or authorized contractors; and

(f)

allow Move to market Move Products to agents and brokers within Broker��s offices

based on information gathered from Agent Data or Licensed Data, including such persons�� telephone

numbers, email addresses, and addresses.

4.

License Grant. Broker hereby grants to Move a non-exclusive, royalty-free, irrevocable,

worldwide license to display and use (including, without limitation, use in non-identifiable and aggregate

forms for reporting and other statistical analysis) the Licensed Data, in whole or in part, on and through the

Move Sites. Subject to the foregoing license, as between Move and Broker, Broker shall retain all right, title,

and interest in and to the Licensed Data. In addition, Broker hereby grants to Move a non-exclusive, royaltyfree, perpetual, irrevocable, worldwide license to display and use (including, without limitation, use in nonidentifiable and aggregate forms for reporting and other statistical analysis) the Agent Data as permitted in

Section 2(d) hereof.

5.

Confidentiality. Each party (the ��Receiving Party��) acknowledges that Confidential

Information may be received from the other party (the ��Disclosing Party��) during the course of this

Agreement. The Receiving Party agrees that it shall take reasonable steps, at least substantially equivalent to

the steps it takes to protect its own confidential and proprietary information (but in no event less than due

care), during the Term and for a period of three (3) years following expiration or earlier termination of this

Agreement, to prevent the disclosure of any Confidential Information received from the Disclosing Party,

other than disclosure to the Receiving Party��s employees and agents and the employees and agents of its

affiliates and authorized subcontractors so as to facilitate the performance of such party��s obligations

hereunder. The Receiving Party acknowledges and agrees that such individuals shall not be permitted to

access the Disclosing Party��s Confidential Information unless and until such individuals are bound by

fiduciary or contractual duties of confidentiality to the receiving party with respect to such Confidential

Information that are at least as stringent as those contained in this Agreement.

6.

Representations and Warranties. Broker hereby represents and warrants to Move that: (a) it

has all right, power, and authority to enter into and perform its obligations set forth in this Agreement in

accordance with its terms; (b) the Licensed Data will not infringe or violate any Intellectual Property of any

third party and are not defamatory or libelous; (c) the Licensed Data will not contain any misrepresentations

or any content, materials, or services that violate applicable laws or regulations (including local, state, or

federal fair housing laws) or the rights of any third party; and (d) it has all necessary authority and

permissions to provide the Licensed Data to Move for the purposes contemplated by this Agreement.

Move hereby represents and warrants to Broker that: (a) it has all right, power, and authority to enter

into and perform its obligations set forth in this Agreement in accordance with its terms; and (b) it has all

necessary third party authority and permissions to use the Licensed Data in the manner contemplated

hereunder.

7.

LIMITATION OF LIABILITY. EXCEPT AS PROVIDED IN SECTION 9, BELOW, IN

NO EVENT OR UNDER ANY CIRCUMSTANCES SHALL EITHER PARTY OR ITS OFFICERS,

DIRECTORS, AGENTS, AFFILIATES, EMPLOYEES, OR CONTRACTORS (COLLECTIVELY, THE

��NON-INJURED PARTY��) BE LIABLE TO THE OTHER PARTY OR ITS OFFICERS, DIRECTORS,

AGENTS, AFFILIATES, EMPLOYEES, OR CONTRACTORS FOR DAMAGES OF ANY KIND

WHATSOEVER ARISING FROM THE BREACH OF ANY PROVISION OF THIS AGREEMENT,

INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE,

3

OR SPECIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS OR USE, BUSINESS

INTERRUPTION, OR LOSS OF GOODWILL, IRRESPECTIVE OF WHETHER SUCH DAMAGES MAY

ARISE UNDER CONTRACT, TORT, STATUTE, OR OTHERWISE, AND WHETHER OR NOT THE

NON-INJURED PARTY HAS ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES;

PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATION SHALL NOT APPLY TO DIRECT

DAMAGES RESULTING FROM THE INTENTIONAL OR WILLFUL BREACH OF THIS

AGREEMENT.

8.

NO ADDITIONAL WARRANTIES. EXCEPT AS OTHERWISE EXPRESSLY SET

FORTH IN THIS AGREEMENT, NEITHER PARTY GRANTS NOR RECEIVES ANY

REPRESENTATIONS OR WARRANTIES WHATSOEVER, EITHER EXPRESS OR IMPLIED. EACH

PARTY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND

FITNESS FOR A SPECIFIC PURPOSE. NO INFORMATION OR ADVICE GIVEN BY EITHER PARTY

OR ITS AGENTS, EMPLOYEES, OR REPRESENTATIVES, WHETHER ORAL OR WRITTEN, AND

WHETHER BEFORE OR AFTER THE EFFECTIVE DATE, SHALL CREATE ANY

REPRESENTATION OR WARRANTY.

WITHOUT LIMITING THE GENERALITY OF THE

FOREGOING, MOVE SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND

WARRANTIES REGARDING THE NUMBER OR AMOUNT OF USERS, VISITS, PAGE VIEWS,

OTHER MEASURES OF CONSUMER TRAFFIC, OR LEADS THAT WILL BE GENERATED BY THE

MOVE SITES, OR THAT THE MOVE SITES OR THE LICENSED DATA DISPLAYED THEREON

WILL BE AVAILABLE, UNINTERRUPTED, OR ERROR-FREE.

9.

Indemnification.

(a)

Indemnification Obligations. Each party (the ��Indemnifying Party��) shall

indemnify, defend, and hold harmless the other party (the ��Indemnified Party��) and its officers,

directors, agents, affiliates, employees, and contractors (collectively, ��Affiliates��) from and against

any and all third party claims and administrative, civil, and criminal investigations and proceedings

(and all liabilities, losses, costs, and expenses, including reasonable attorneys�� fees and costs,

associated therewith) arising from the Indemnifying Party��s material breach of any obligation,

representation, or warranty set forth in this Agreement (or arising from a third party��s allegation of

actions by the Indemnifying Party that would constitute such a material breach.)

(b)

Indemnification Procedures. The Indemnified Party shall promptly notify the

Indemnifying Party in writing of any indemnifiable claim, investigation, or proceeding (each, a

��Claim��) and cooperate fully with the Indemnifying Party, at the Indemnifying Party��s expense, in

defending or settling any such Claim, provided that no such Claim shall be settled without the

Indemnified Party��s prior written consent (which will not be unreasonably withheld, delayed, or

conditioned). The Indemnified Party shall have the right, at its own expense, to assume the exclusive

defense and control of any Claim otherwise subject to indemnification by the Indemnifying Party

hereunder, and in such event, the Indemnifying Party shall have no further obligation to provide

indemnification for such Claim.

10.

Term and Termination.

(a)

Term. The initial term of this Agreement shall begin on the Effective Date and

continue for a period of two (2) years thereafter (the ��Initial Term��). Thereafter, this Agreement

shall automatically renew for successive periods of twelve (12) months each (each a ��Renewal

Term��) unless a party notifies the other party in writing of its election to not renew at least ninety

(90) days prior to the expiration of the then-current term. The Initial Term and any Renewal Term

are collectively referred to herein as the ��Term��.

(b)

Termination. Either party may terminate this Agreement: (a) at any time in the

event of a material breach by the other party that remains uncured thirty (30) days after written

4

notice thereof is delivered by the non-breaching party to the breaching party; and (b) as otherwise set

forth herein.

(c)

Effect of Termination. Upon the expiration or earlier termination of this

Agreement, the license granted to Move pursuant to Section 4 hereof will automatically terminate

provided, however, that Move will continue to have the rights to: (i) use and display the Licensed

Data, or a portion thereof, in such manner as Move determines is reasonably necessary in order to

support the Move Products (including, without limitation, Agent Profiles); (ii) use the Licensed Data,

or a portion thereof, in aggregate form for reporting and other statistical analysis; and (iii) use the

Licensed Data to display on and through the Move Sites, a record for each Property, provided that

each such record shall accurately represent the then-current status of each Property.

11.

Amendment. At any time during the Term, Move may modify this Agreement upon sixty

(60) days prior written notice (the ��Modification Notice��) to Broker, which Modification Notice shall

describe the specific modifications to be made. In the event that Broker objects to any modification described

in a Modification Notice, Broker may terminate this Agreement upon thirty (30) days prior written notice to

Move, which notice of termination must be provided no later than thirty (30) days after the date on which the

Modification Notice is received by Broker. Except as expressly set forth herein, this Agreement and its

attachments may not be amended or modified in any manner, except by a written instrument signed by the

parties hereto.

12.

General.

(a)

Applicable Law; Venue. The parties agree that all matters related to this Agreement

shall be governed by the laws of the state of California. Each party irrevocably consents to the

exclusive jurisdiction of the state and federal courts located in Los Angeles County, California with

respect to any action brought in connection with this Agreement.

(b)

Assignment. Neither this Agreement nor any right or obligation arising hereunder

may be assigned (voluntarily, by operation of law or otherwise), in whole or in part, by either party

without the prior written consent of the other party; provided that, without the consent of, but upon

prior written notice to Broker, Move may assign some or all of its rights and obligations to: (a) RIN,

NAR, or one of their affiliates; or (b) any person or entity that acquires substantially all of the assets

and/or business of Move.

(c)

Successors and Assigns. Subject to Section 12(b) above, this Agreement shall be

binding upon, and inure to the benefit of, the parties and their respective successors and permitted

assigns.

(d)

Complete Agreement. This Agreement and its attachments set forth the entire

agreement between the parties with respect to the subject matter hereof, and supersede all prior or

contemporaneous understandings, communications, or agreements, whether written or oral,

regarding such subject matter.

(e)

Amendment. This Agreement and its attachments may not be amended or modified

in any manner, except by a written instrument signed by the parties hereto.

(f)

Notice. All notices, consents, and approvals given under this Agreement shall be in

writing, shall be delivered in person, by first class or express mail, or by facsimile, and shall be

addressed to Broker at such address as Move then has on file for Broker and to Move at:

Move, Inc.

30700 Russell Ranch Road

Suite 1000

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