MEMBER TERMS OF USE

Terms of Usefor State Listings, Inc. DBA www.nystatemls.com (Also Known AsNYStateMLS, NY State MLS, LA State MLS, LAStateMLS MyStateMLS or My StateMLS and www.mystatemls.com, www.lastatemls.com and www.nystatemls.com) Hereinafter referred to the "Service."

 ACCEPTANCE OF TERMS

Thesubmission of information to, and use of, the real estate information services(collectively, the "Service") available through the websites (the"company" or "MLS" or "Sites" or "we"or "us," located at http://www.NYStateMLS.com,http://www.LAStateMLS.com and/or http://www.MyStateMLS.com) is subject to thefollowing terms and conditions (the "Terms of Use" or the"Agreement"). By SUBMITTING INFORMATION to, accessing informationfrom, and simply using this Site (or any part thereof), YOU, the end usersubscriber ("SUBSCRIBER") AGREE to be legally bound by the followingTerms of Use as we may modify them from time to time.

These Termsof Use apply to your use of the services offered via the Sites. They constitutea legal contract between you and State Listings, Inc., and by accessing orusing any part of the Sites you represent and warrant that you have the right,power and authority to agree to and be bound by these Terms of Use. Noinformation should be submitted to, or posted at, the "Product" (asdescribed below) by visitors under 18 years of age.

If you donot agree to the Terms of Use, or if you do not have the right, power, andauthority to agree to and be bound by these Terms of Use, you may not submitinformation to, or access information from, the Service. Notwithstandinganything to the contrary herein, if you and State Listings, Inc. have enteredinto a separate written agreement that covers your use of the Service, theterms and conditions of such agreement shall control with respect to suchService to the extent they are inconsistent with these Terms of Use.

MODIFICATIONS OF THIS AGREEMENT

We reservethe right, at our sole discretion, to change, modify or otherwise alter theseterms and conditions at any time. Such modifications shall become effectiveimmediately upon the posting thereof. You must review this agreement on aregular basis to keep yourself apprised of any changes. You can find the mostrecent version of the Terms of Use at: http://www.NYStateMLS.com, http://www.LAStateMLS.comor http://www.MyStateMLS.com.

Services

Theinformation, data, text, software, photographs, images, graphics, organization,layout, design, and other content contained on or provided through this Site(collectively, the "Content") are proprietary to State Listings, Inc.and its licensors, and are protected by copyright and other U.S. andinternational intellectual property rights (Intellectual Property Rights meansall intellectual property rights (throughout the universe, in all media, nowexisting or created in the future, for all versions and elements, in alllanguages, and for the entire duration of such rights) arising under statutoryor common law, contract, or otherwise, and whether or not perfected, includingwithout limitation, (a) all rights associated with works of authorshipincluding without limitation copyrights, moral rights, copyright applications,copyright registrations, synchronization rights; (b) rights associated withtrademarks, service marks, trade names, logos, trade dress, and theapplications for registration and registrations of trademarks and servicemarks; (c) rights relating to the protection of trade secrets and confidentialinformation; (d) rights analogous to those set forth in this definition and anyand all other proprietary rights relating to intangible property; and (e)divisions, continuations, renewals, reissues, and extensions of the foregoing(as and to the extent applicable) now existing, later filed, issued, oracquired.), laws and treaties. The Content includes proprietary databases (the"Database") of real estate information, which, by way of example,include information, text, photographic and other images and data containedtherein (collectively, the "Information") and the proprietaryorganization and structures for categorizing, sorting and displaying suchInformation, and the related software ("Software"). The Site,Content, Database, Information, Software and any portion of the foregoing,including any derivatives, successors, updates or modifications providedthereto and any information derived from the use of the Database, including asa result of the verification of any portion of the Information, arecollectively referred to herein as the "Product".

Thoseportions of the Product that may be accessed by the general public and that donot require any use of Passcodes (as defined below) are referred to as the"Non-Passcode Protected Product" ("Public Search"). Thoseportions of the Product that require use of Passcodes for access and areavailable only to individuals or entities ("NYStateMLS//LAStateMLS/ MyStateMLSSUBSCRIBERS"), or those acting through them, who enter into a LicenseAgreement (as defined below) with State Listings, Inc. that authorizes accessto such NYStateMLS, LAStateMLS& My State MLS services are referred to as the "Passcode ProtectedProduct".

The PasscodeProtected Product is used for Memberships (as described above). A "LicenseAgreement" is defined as either (i) a writtenhand-signed contract between a NYStateMLS/LAStateMLS/MyStateMLS SUBSCRIBERand State Listings, Inc. that authorizes access to the NYStateMLS/LAStateMLS/MyStateMLS service, or(ii) an online contract between the NYStateMLS/LAStateMLS/MyStateMLS SUBSCRIBERand State Listings, Inc. that is formed by online registration and acceptanceof these Terms of Use and that authorizes access to the NYStateMLS/LAStateMLS/MyStateMLS service. Amember can be a Participant or a Subscriber.  

MEMBERSHIP PRIVILEGES/SUBRSCRIPTIONS

By Joiningand subscribing to the MLS you agree that you are legally licensed as a RealEstate Broker, Associate Broker or Licensed Salesperson or are otherwise are aLicensed Real Estate Appraiser, Licensed Real Estate Auctioneer, LicensedManufactured Home Retailer, Real Estate Management Company, Attorney or LendingProfessional/Institution by your state of operation, and that you are the ownerof all data or that you have all the necessary permissions from the owner ofthe data to post such data on the MLS. You agree to be bound by the terms of yourlicense.  If you are not the corporate or managing broker of your firm,you agree that you are acting on behalf of your firm, posting listings onbehalf of your firm with the permission and consent of your firm.  Youagree not break any applicable laws or violate the terms of your license orotherwise access the site in violation of state law.

Participant/Subscriber - Participation Defined

Any Memberof the MLS who is a principal, partner, corporate officer or branch officemanager acting on behalf of a principal or other licensee as designated by theprincipal broker or otherwise acting on behalf of a principal or their firm,without further qualification, except as otherwise stipulated in these bylaws,shall be eligible to participate in the multiple listing upon agreeing to theseterms of use (electronically or in writing) to conform to the rules andregulations thereof and to pay the costs incidental thereto. MLS memberaccounts can only be affiliated with one license, one office, and onebrokerage, at a time.

None of theforegoing is intended to convey participation or membership or any right ofaccess to information developed by or published by State Listing, Inc.'smultiple listing service where access to such information is prohibited by law. The principal of any firm, partnership corporation, or the branch officemanager designated by said firm, or other firm's designee, partnership, orcorporation as the participant shall have all rights, benefits, and privilegesof the service, and shall accept all obligations to the service for theparticipant's firm, partnership, or corporation, and for compliance with the bylaws and rules and regulation of the service by all persons affiliated with theparticipant who utilize the service.  

The MLS is ameans by which authorized participants make blanket unilateral offers ofcompensation to other participants (acting as subagents, buyer agents, or inother agency or non-agency capacities defined by law)

Licensee's who arelicensed with a firm that is a participant of the MLS may become amember/subscriber.

Other Subscribers (members)

Other subscriber's may become members, or gain access to the MLSif they are licensed real estate appraisers or lending institutions orotherwise engaged in the valuation of property that would require access to MLSlisting data.  Other subscriber's may only searchthe MLS for purposes of market valuations and may not post listings to thelisting database.

OnlyAuthorized Users for a Passcode Protected Product may access such product andthey may access it solely using the user name,password (Members, registered users and Customers are required to maintain theconfidentiality of all logins and passwords. You are responsible for theactivities that occur under your account, login or password. State Listings,Inc. is not responsible for any loss or damage arising from your failure tomaintain the confidentiality of your account, logon information or passwordand/or failure to comply with the terms and conditions set forth in the MembershipPrivileges, Use of Information or Ownership and License Grant sections of thisagreement that relate to confidentiality of account, logon or passwordinformation).

AnAuthorized User Member is defined as an individual (a) employed by an MLSSUBSCRIBER or an Independent Contractor (as defined below) of an MLS SUBSCRIBERat a site identified in the License Agreement, and (b) who is specified in theLicense Agreement as a user of a specific Passcode-Protected Product. An"Independent Contractor" is defined as an individual person workingsolely for an MLS SUBSCRIBER and not another company with real estateinformation needs and performing substantially the same services for such MLSSUBSCRIBER as an employee of such MLS SUBSCRIBER.

No employee,independent contractor, agent, or affiliate of a competing real estateinformation service is permitted to access any of the Password Protected Areasof the MLS web site without express written permission from State Listings,Inc.

StateListings, Inc. utilizes email as a vital and primary communication channel withcustomers and MLS members. As a registered user, Customers hereby acknowledgeand grant the MLS the permission to communicate with customers via email (aswell as other communication channel such as phone and fax) for any purposesdetermined to be relevant including, but not limited to, system messages,product updates, service announcements and other marketing messages. The MLSwill use best efforts to honor Customer's request to opt out of marketing messages,but under no circumstances will the MLS have any liability for sending anyemail to its registered users/customers.

All membersof the MLS must be Licensed Real Estate Brokers, Associate Brokers or LicensedSalespersons to enter listings. Only one license per state can be associatedwith an account at a time, unless a corporation or tradename have more than 1state license under the same name. Certain authorized administrative assistantsor office managers may also enter listings on behalf of a broker with thebroker's permission.

Chattel Rule

Any owner ofa mobile home or manufactured housing community who is a licensed dealer ofmobile/manufactured homes in their state, who are permitted to sell chattelunder their state license, may become a valid member of the MLS to list chatteldwellings only.  Licensed Chattel dealers who are not also licensed realestate brokers can become members under this rule.

If the statewhere the mobile home or manufactured housing community is located does notlicense mobile/manufactured home dealers, the community owner may be a memberof the MLS, as long as the member only listsproperties in their communities or other chattel they sell.

Auction Rule

StateLicensed Real Property Auctioneers may join the MLS and become participantmembers. Real Estate Auctions are permitted on the MLS. All real estate auctionlistings must clearly state in the Marketing Text/Listing Remarks that theproperty is for auction as well the time and place of the auction and the timeor manner for potential bidders to inspect the property. When entering anauction listing, a fair market price or estimated value of the property must beused for pricing (indicated by the estimated value field). When entering a realestate auction listing, please state the following within the listingdescription: Whether the property is available for showing, how and when offersmay be submitted, and the price listed is an estimated value and may notreflect the selling price. When entering a real property auction listing,members must share the Commission Rate a percentage or dollar amount ofunconditional compensation to be paid to any broker/salesperson or other legalparty representing the successful bidder.  

Restrictions

MemberSubscription privileges are granted by State Listings, Inc. to individualsexclusively and are granted specifically to the subscribing Member only. MemberSubscription rights cannot be assigned, sublicensed, distributed, shared,viewed, accessed, or otherwise transferred to anyone other than the subscribingMember without the express written permission of State Listings, Inc. MemberSubscription privileges are subject to change from time to time and may besubject to property listing, property searching, and member directory searchinglimitations. Customer acknowledges that State Listings, Inc. (in addition toits other remedies) can cancel and prohibit Membership Subscription privilegesto any individual, organization, or group that does not abide by the terms andconditions set forth herein and/or can refuse any or all membership privileges.State Listings, Inc. also has the right to refuse service to any customer orcompany that has delinquent charges that remain unpaid and to impose additionalcharges to reactivate Premium Subscription or other membership privileges.Membership Subscriptions continue to renew at the prevailing level regardlessof Customer's listing or searching activity. Membership Subscriptions willautomatically renew to the credit card number provided for initial paymentunless the Customer cancels their subscription by contacting the MLS via emailor phone at least three (3) days prior to the renewal date to cancel such subscription.The Company reserves the right to change its fees, payment frequency, orbilling methods at any time. The Company will provide timely notice of any suchchanges.

Thesemembership privileges are subject to change at the sole discretion of StateListings, Inc..

CONTENT/SUBMITTED CONTENT

Youunderstand that all listings, postings, messages, text, files, images, photos,video, sounds, or other materials ("Content") posted on, transmittedthrough, or linked from the Service, are the sole responsibility of the personfrom whom such Content originated. More specifically, you are entirelyresponsible for each individual item ("Item") of Content that youpost, email or otherwise make available via the Service. You understand thatthe MLS does not control, and is not responsible forContent made available through the Service, and that by using the Service, youmay be exposed to Content that is offensive, indecent, inaccurate, misleading,or otherwise objectionable. Furthermore, the MLS site and Content availablethrough the Service may contain links to other websites, which are completelyindependent of the Company. The Company makes no representation or warranty asto the accuracy, completeness or authenticity of the information contained inany such site. Your linking to any other websites is at your own risk. Youagree that you must evaluate, and bear all risks associated with, the use ofany Content, that you may not rely on said Content, and that under nocircumstances will State Listings, Inc. be liable in any way for any Content orfor any loss or damage of any kind incurred as a result of the use of anyContent posted, emailed or otherwise made available via the Service.

Youacknowledge that the MLS reserves the right to pre-screen or approve Content,and that the MLS shall have the right (but not the obligation) in its solediscretion to refuse, delete or move any Content that is available via theService, for violating the letter or spirit of the Terms of Use or for anyother reason.

This Productmay include opportunities for users to submit information, data, text,photographs, images, graphics, and other content to the Product, for it to bepublicly displayed on the Product, used by the MLS in connection withresearching real estate activity, or for some other purpose ("SubmittedContent"). The MLS acknowledges that if you provide the MLS with anyinformation or images, then you retain any applicable ownership rights that youmay have with respect to such information and images. However, you understandthat all such Submitted Content, whether publicly posted or privatelytransmitted, is the sole responsibility of the person from which such contentoriginated.

With respectto all Submitted Content you elect to upload, post, e-mail or otherwise transmitto or via the Product, you grant The MLS and its affiliates and their licenseesa royalty-free, perpetual, irrevocable, non-exclusive and fully sub-licensableright and license (through multiple tiers) to use, reproduce, adapt, perform,display, publish, translate, prepare derivative works from, modify, distribute,sell, and take any other action with respect to such content (in whole or part)worldwide and/or to incorporate it in other works in any form, media, ortechnology now known or later developed. You further acknowledge and agree thatthe MLS may preserve any such content and may also disclose such content in itsdiscretion.

Submissionand Administration of Listings

Types of Listings Allowed

The MLSallows the following listing in our database: Exclusive Right to Sell, Co/TriExclusive, Exclusive Agency, Open

Co/TriExclusives are exclusive listings that are shared by more than 1 broker orcompany.

OpenListings will not be syndicated to third party websites.  They may appearon the public side of the MLS at the discretion of owner of the listing and theMLS.

Offers of Cooperation and Compensation

Cooperation where required by state law shall be offered to any and every buyer's representative in the same state.  Any offer of compensation made in the MLS must match the compensation amount offered on the executed listing agreement between seller and broker.  All listings require that offers of cooperation and compensation are madeon every listing.  Entitlement to compensation is determined by thecooperating broker's performance as a procuring cause of the sale (or lease).

NO CONTROL OF COMMISSION RATES OR FEES CHARGED BY PARTICIPANTS: The MLS shall not fix, control, recommend, suggest, ormaintain commission rates or fees for services to be rendered by participants.Further, the MLS shall not fix, control, recommend, suggest, or maintain thedivision of commissions or fees between cooperating participants or between Participantsand non-participants.

All MLSmembers must agree to cooperate and compensate with other MLS members in theirstate at the same rate posted on a listing's current listing agreement. MLSMembers may also cooperate with other MLS members from other states.

The MLSaccepts listing agreements not originating from the MLS

Timing of Listing Submission

Participantsagree to submit listings to the MLS database within 3 business days of signingthe listing contract, unless the subscriber is a new member and is enteringlistings executed prior to joining the MLS.  Executed listing contractsmay be required to complete a listing. The MLS also asks members keep copies ofexecuted listing contracts on file to be produced upon request by the MLS. Listings require an expired field and thedatabase expires listings automatically. Open listings are allowed to be placedon the site, but will not be syndicated out to anysites.  Open listings may be allowed to show on the websites public searchon an opt-in basis.  Open listings will automatically go stale (removedfrom live listing status) after 90 days of no activity.

Withdrawnlistings must be withdrawn within 3 business days of receiving the signedlisting withdrawal.  Sold listings must be updated within 3 business daysof closing date. Sold listings must contain the sale price, sale date and (ifapplicable) cooperating broker's information. Contract, Pending and Off Marketlistings must be updated within 3 business days of any status change.

Participantsand members who fail to keep their listings updated with the appropriate statusmay be subject to membership suspension.   

Membersagrees not to submit any property descriptions, photographs, financial, contactor other information contained in each Property's data to the MLS unless theCustomer has received all necessary rights and authorizations, including fromthe photographer and/or copyright owner of any photographs, to publish andadvertise the Property on the Customer's website or on the MLS website. Specifically,Customer will not submit a photograph if Customer received the photograph froma third-party information provider under the terms of a license that does notallow posting of such photograph on the MLS website. The Company may, in itssole discretion but without any obligation to search for such, removeProperties that are alleged to have been submitted in violation of thisprovision. In addition, the Company may require additional evidence ofcompliance with this provision from Customers who are alleged to have submittedProperties or other information in violation of this Agreement. The Companywill, in its sole discretion, terminate the accounts of, refuse service to, orsuspend the listings of any Customer who repeatedly or knowingly violates thisAgreement. Customer agrees to maintain accurate contact information(specifically, a valid phone number and email address) in order to submit andmaintain active property listings on the MLS website. Additionally, theCustomer agrees to allow submitted Property listing(s), or any part therein, tobe searched, displayed, accessed, downloaded, copied, and otherwise referred toby users of the Customer's website, the MLS website and other MLS partnerwebsites. The Company shall have the sole authority to choose the manner in which any Property will be searched, displayed,accessed, downloaded, copied, and otherwise used on the MLS website and Companyshall have the right to modify the property listing in the exercise of itsrights under this Agreement. The Customer (a) represents and warrants that allProperties and associated information provided by the Customer will beaccurate; (b) agrees that the Customer will not permit the posting of aproperty on the MLS system under a name other than the named licensed realestate broker that have been engaged by the property owner to market theproperty under the terms of a duly executed listing agreement with the owner;(c) agrees to administer the Properties provided by the Customer and maintaintheir accuracy at all times. The Company reserves, in a manner consistent withreasonable commercial business practices, the right to remove all or any partof the Properties posted on the Customer's website or on the MLS website. TheCompany accepts no responsibility for checking the accuracy of reports or datafiles submitted by the Customer. While the Company shall take all reasonableefforts for data backup and business resumption, the Customer will be solelyresponsible for retaining back-up copies of all information, photographs andother materials it provides to MLS. The MLS may add digital watermarks tocertain parts of your property listing, including photographs. We add thesedigital watermarks to protect against the copying or further distribution ofyour photographs without your permission.

Listing Submission

Under andindividual MLS membership, Members are allowed to enter up to 100 listings peryear with no listing fees. Any individual member who creates more than 100listings per calendar year will be subjected to pay a fivedollar ($5.00) listing fee for each additional listing surpassing 100listings. If an individual member creates more than 200 listings within acalendar year, they will be charged $5 retroactively for every listing enteredin that calendar year.

Use of Information & Passwords/Logins

All users(both members and non-members) of the site agrees to treat all informationobtained from the Service, including listings, member directory, historicaltransaction information ("Prior Sales"), and any informationotherwise made available to Users in the Service (individually andcollectively, the "Content") as proprietary to the MLS. Users agreesthat Content reserved for members will be maintained as confidential and shallbe protected as a trade secret of the MLS. The MLS does not ensure the accuracyof, endorse or recommend any Content and Users uses such Content at the User'sown risk. Users may access the active property listings in the Service and/orthe Prior Sales information solely to obtain initial information from whichfurther evaluation and investigation may commence.

Reports andservices and any and all Content offered by the MLS toUSERS ARE PROVIDED SOLELY FOR GENERAL INFORMATION, AND DO NOT CONSTITUTE REALESTATE, LEGAL, TAX, ACCOUNTING, OR OTHER PROFESSIONAL ADVICE. BEFORE ACTING ON ANYINFORMATION PROVIDED BY the MLS, USERS SHOULD CONSULT AN APPROPRIATEPROFESSIONAL.

The Usershall limit access to and use of active property listings, member directory,reports, and Prior Sales information to personal and internal use, and shallnot use any information obtained from the Service for further distribution,publication, public display, or preparation of derivative works or facilitateany of these activities in any way. The user shall not use or reproduce anyContent that is obtained from the Service, or that is otherwise made availableto User in the Service, for or in connection with any other listing service ordevice. The user further shall not use the Service in any other manner for orin connection with any other listing service or device. The user shall not usethe MLS Service as part of any effort to compete with the MLS, includingwithout limitation using the MLS Service to provide, alone or in combinationwith any other product or service, any database services to any third party orany use that causes a reduction or loss from an existing or potential MLS user,nor shall the user remove, erase, or tamper with any copyright or otherproprietary notice printed or stamped on, affixed to, or encoded or recorded inthe MLS Service. The user shall not use any robot, spider or any otherautomated process to monitor, data mine or copy MLS products, services orinformation; decompile, decode or reverse engineer MLS software; or use MLSproducts or services in an unlawful manner, such as for offensive, abusive,tortious, libelous, defamatory or other illegal purposes. Users violating thesespecific terms, specifically those users searching the Service in an abusive orexcessive manner, by automated or manual means, shall be subject to immediatetermination of their membership and access to the sites and will be assessed anexcessive use fee.

Permitted Uses

Subject tothe provisions in these Terms of Use, you may use the Non-Passcode ProtectedProduct (or, if you are an Authorized User, subject to the provisions in yourLicense Agreement and these Terms of Use, you may use the applicablePasscode-Protected Product), in the ordinary course of your business for:

(1) Internalresearch purposes;

(2)Providing information regarding particular properties and market trends to yourclients and prospective clients;

(3)Marketing properties;

(4)Supporting your valuation, appraisal or counseling regarding a specificproperty; and

(5) Creatingperiodic general market research reports for in-house use or for clients' orprospective clients' use, provided that such reports do not containbuilding-specific or tenant-specific Information and are not commercially orgenerally distributed.

Subject tothe provisions in your License Agreement and these Terms of Use, you may printInformation or copy Information into word processing, spreadsheet andpresentation programs (or other software programs with the express writtenconsent of the MLS), so long as the level of Information being printed orcopied is reasonably tailored for your purposes, insubstantial and used incompliance with these use and copying provisions.

Notwithstandingthe foregoing, the Information you access through the "Free PublicSearch" feature on this Site may only be viewed by you for your individual,non-commercial use while visiting this Site.

Submitted Content

This Productmay include opportunities for users to submit information, data, text,photographs, images, graphics, and other content to the Product, for it to bepublicly displayed on the Product, used by the MLS in connection withresearching real estate activity, or for some other purpose ("SubmittedContent"). The MLS acknowledges that if you provide the MLS with anyinformation or images, then you retain any applicable ownership rights that youmay have with respect to such information and images. However, you understandthat all such Submitted Content, whether publicly posted or privatelytransmitted, is the sole responsibility of the person from which such contentoriginated. This means that you, and not the MLS, are entirely responsible forall such content that you upload, post, e-mail or otherwise transmit to or viathe Product. The MLS is under no obligation to post or use any such SubmittedContent you may provide and may remove any such content at any time at solediscretion of the MLS.

With respectto all Submitted Content you elect to upload, post, e-mail or otherwisetransmit to or via the Product, you grant the MLS and its affiliates and theirlicensees a royalty-free, perpetual, irrevocable, non-exclusive and fullysub-licensable right and license (through multiple tiers) to use, reproduce,adapt, perform, display, publish, translate, prepare derivative works from,modify, distribute, sell, and take any other action with respect to suchcontent (in whole or part) worldwide and/or to incorporate it in other works inany form, media, or technology now known or later developed. You furtheracknowledge and agree that the MLS may preserve any such content and may alsodisclose such content in its discretion.

Yourepresent and warrant that (a) you own or have the full right, power andauthority to grant to the MLS use of and rights in and to all Submitted Contentthat you upload, post, e-mail or otherwise transmit to or via the Product; (b)your license of such content to the MLS hereunder does not, and the use orlicense of such content by the MLS to third parties will not, infringe anyright or interest owned or possessed by any third party; and (c) there are noclaims, judgments or settlements to be paid by you, or pending claims orlitigation, relating to such content.

Information about You

When you usethe Product, the MLS collects both personally and non-personally identifyinginformation about you and your use of the Product. Such information includes(a) what you intentionally submit to us while using the Product, including, forexample, by filling out forms with your contact information or by logging inwith your MLS ID and password, and (b) information that may be collected automaticallywhile you use the Product, including, for example, your IP address, your IPhost, session duration, and "click stream" data that tracks useractivity in the Product.

We generallyuse or disclose the information we collect through the Product to conductresearch on and to improve the Product, to perform user service and support, tofulfill your requests for services, and to provide you with informationregarding our services, including service-related announcements.

In some butnot all circumstances, at the time you submit personally identifiableinformation, we may provide you with the opportunity to "opt out" ofsome uses or disclosures of personally identifiable information. In addition,regardless of whether you exercise an opportunity to opt out, the MLS reservesthe right to use or disclose the information we collect whenever we have reasonto believe that use or disclosure may be necessary to identify possibleviolations of these Terms of Use or a separate License Agreement, to identify,contact or bring legal action against persons or entities who may be violatingyour rights, our rights or the rights of others, or if we believe that we arerequired to do so to respond to legal process or otherwise to comply with law.We also reserve the right to use and disclose the information we collect toprotect the security of our software, products and services, web sites, users,and to protect ourselves from liability or in connection with a merger,acquisition or liquidation.

The MLStakes steps to protect the security of the personally identifiable informationwe collect, including, for example, physical, electronic, and proceduralsafeguards.

Although theProduct can technically be viewed by children, we do not knowingly requestpersonally identifiable information from them nor does the Product publishcontent that is targeted to children. No information should be submitted to, orposted at, the Product by visitors under 18 years of age.

If you havea further question, please notify us by e-mail at office@mystatemls.com. Wewill do our best to respond promptly.

THIRD PARTY CONTENT, SITES, AND SERVICES

The MLS siteand Content available through the Service may contain features and functionalitiesthat may link you or provide you with access to third party content which iscompletely independent of the MLS, including web sites, directories, servers,networks, systems, information and databases, applications, software, programs,products or services, and the Internet as a whole.

Yourinteractions with organizations and/or individuals found on or through theService, including payment and delivery of goods or services, and any otherterms, conditions, warranties or representations associated with such dealings,are solely between you and such organizations and/or individuals. You shouldmake whatever investigation you feel necessary or appropriate before proceedingwith any online or offline transaction with any of these third parties.

You agreethat the MLS shall not be responsible or liable for any loss or damage of anysort incurred as the result of any such dealings. If there is a dispute betweenparticipants on this site, or between users and any third party, you understandand agree that the MLS is under no obligation to become involved. In the event that you have a dispute with one or more otherusers, you hereby release the MLS, its officers, employees, agents andsuccessors in rights from claims, demands and damages (actual and consequential)of every kind or nature, known or unknown, suspected and unsuspected, disclosedand undisclosed, arising out of or in any way related to such disputes and / orour service.

This website may contain hyperlinks to other web sites operated by parties other thanState Listings, Inc. and its subsidiaries, which are beyond the company'scontrol. Parties other than State Listings, Inc. may provide services or sellproduct lines on this site that take you outside of our service. This includeslinks from advertisers, sponsors, and content partners that may use The MLS'slogo(s) as part of a co-branding relationship. For example, if you click on abanner advertisement the click may take you off the MLS site. The MLS does notcontrol, is not responsible for examining or evaluating, and does not warrantthe offerings of, any of these businesses or individuals or the content oftheir web sites. The MLS does not assume any liability for the actions,product, and content of all of these and any other third parties. The MLS makesno representations and cannot be held responsible for the accuracy, relevancy,copyright compliance, legality, or decency of material on such third-party websites. When you click on a link that leaves the MLS site, the site you willland on may not controlled by the MLS and different terms of use and privacystatements may apply. The MLS does not assume, and expressly disclaims, allliability for any viruses, worms, Trojan horses, defects, or other malfunctionscaused by, resulting from, existing within, or in connection with suchthird-party sites and any links thereto.

Third Party Products

Membershipbenefits may include listing syndication to third party sites.  AlthoughState Listings makes content available to third party sites, it makes norepresentation or warranty that content will appear on third party sites. Each third-party site has its own display policy and controls the contenton their site.  Third party site syndication is subject to change with nonotice, and no value is given to third party site syndication as a benefit ofmembership.  In Addition, third party search services made available tomembers is not guaranteed or warrantied and is subject to change at any time. No value is assigned to any third-party product and member agrees thattheir membership fees are for MLS dues or fees only, unless stated otherwiseand writing and accepted by both parties.

Payment Terms

User agreesto pay for all products ordered through the MLS web site or via the MLS sales team using the payment method indicated, and provides The MLS express authorization to charge said fees to the User's payment provider at time of purchase or renewal. Fees owed depend on the specific type and quantity of MLS products, services, information, or deliverables(collectively "Deliverables") ordered. Payment of fees shall not be contingent on any events other than the delivery of the ordered Deliverables.Any attorney fees, court costs, or other costs incurred in collection of delinquent undisputed amounts shall be the responsibility of and paid for by User. If payment is not current, the MLS may immediately cease to provide any and all Deliverables to the user. The fees paid for monthly subscriptions are non-refundable, regardless of whether the subscription is terminated prior to the end of the then-current monthly billing period. NO REFUNDS WILL BE PROVIDED ON A YEARLY MEMBERSHIP THAT IS TERMINATED AT ANY TIME DURING THE MEMBERSHIP PREPAID PERIOD.

Subscriptions will automatically renew using the User's current credit card account unlessUser cancels their subscription with the MLS Web at least three (3) days prior to the renewal date to cancel such subscription. All cancellation requests will be processed within five (5) business days. Once the cancellation is processed,a confirmation email will be sent via the user's email account on record with the MLS. If User has a question about a cancellation, User should contact Client Services at office@nystatemls.com or office@mystatemls.com. If at any time a member disputes a charge related to their MLS account, their membership will be put on immediate hold. Any member who wishes to reactivate their account following such hold will be subjected to a reactivation fee ($15 for monthly membership, $30 for yearly membership). The Company reserves the right to not reactivate any account after payment has been disputed. The Company reserves the right to change its fees or billing methods at any time. The Company will provide timely notice to the affected Users of any such changes.

If you areaccessing the Passcode Protected Product, you agree: (1) to provide the MLSwith accurate and complete registration and billing information and to promptlyupdate such information in the event it changes; and (2) to pay any applicablelicense fees or other fees incurred by your use of the Passcode-ProtectedProduct.

It is theUser's responsibility to promptly provide the Company with any contact orbilling information changes or updates (including phone number, email address,credit card numbers, etc.). Account updates should be made online via the"Update Member Information" tab within the "My Account - CompanyInformation" section, once User has logged into their respective MLSaccount. The MLS does not validate all credit card information required by theUser's payment provider to secure payment.

The Usermust notify the MLS about any billing problems or discrepancies within 90 daysafter charges first appear on their Account statement. If it is not brought tothe MLS's attention within 90 days, User agrees to waive their right to disputesuch problems or discrepancies.

THE COMPANYRESERVES THE RIGHT, AT ANY TIME AND FROM TIME TO TIME, TO PROSPECTIVELY CHANGETHE NATURE AND AMOUNT OF FEES CHARGED FOR ACCESS TO THE PRODUCT OR ANY OF THECOMPONENTS OR SERVICES AVAILABLE ON THE PRODUCT, AND THE MANNER IN WHICH SUCHFEES ARE ASSESSED.

Links & Framing

You mayprovide a hyperlink to the MLS (www.NYStateMLS.com, www.LAStateMLS.com,www.MyStateMLS.com) provided that you must remove anysuch link upon request from the MLS. Except as set forth in the precedingsentence, or as otherwise authorized by the MLS in writing, links to and theframing of this Product or any of its Content is prohibited. The Product mayinclude links to other sites, some of them operated by the MLS and some of themoperated by third parties. Under no circumstances shall the MLS be deemed to beassociated or affiliated with, or viewed as endorsing or sponsoring, any website that links to this Site, or is linked to from this Site, or any servicesthat may be offered through such web sites. The MLS has not necessarilyreviewed any or all of the content of such other websites, and we disclaim responsibility for the content and services availabletherein. Different terms and conditions may apply to your use of any linkedsites. It is your responsibility to review any such terms and conditions inconnection with your use of any such sites. Any issues or disputes that mayarise with respect to any such sites shall solely be between you and theapplicable third party.

Information Regarding Accuracy, Completeness and Timeliness ofInformation in the Product

The Productis provided for general information only and should not be relied upon or usedas the basis for making significant decisions without consulting primary ormore accurate, more complete or timelier sources of information. Any reliance uponthe Product shall be at your own risk. Neither we, nor any third party involvedin creating, producing or delivering the Product, is responsible if the Productis not accurate, complete or current. Neither we, nor any third party involvedin creating, producing or delivering the Product, has any responsibility forany consequence relating directly or indirectly to any action or inaction thatyou take based on the Product.

NO SPAM POLICY

The MLSprohibits the use of its system or its tools to generate or send unsolicitedemail (spam). Users may not use the e-mail information provided by the MLSservice (for contacting brokers, agents, other MLS members) or other emailservices that the MLS offers to send spam (i.e.unsolicited commercial email) or otherwise send content that would violatethese Terms of Use. The MLS has the right to revoke the privileges of any useror company that breaches these terms.

 Membersunderstand and agree that sending unsolicited email advertisements to MLS emailaddresses or through MLS computer systems, which is expressly prohibited bythese Terms, will use or cause to be used servers located in the United State.Any unauthorized use of MLS computer systems is a violation of these Terms andcertain federal and state laws.

Listings Provided By Technology Vendor(Data Sharing)

Outsidetechnology vendors may provide member's / participant' / subscriber's listingdata to The MLS via electronic delivery of listings. Such listings may be partof a data sharing agreement between the MLS and another MLS or Broker. All listings submitted must meet the minimum field requirements forlisting submission into the MLS database and be offered by licensed Real EstateBrokers. User acknowledges that all information provided to the MLS as eitherlisting notes or other information ("Content") inorder for the MLS to enter on the MLS website remains at the soleresponsibility of the person from whom such Content originated. You areentirely responsible for each individual item ("Item") of Contentthat you provide the MLS to post. Members understand that the MLS does not control, and is not responsible for any of the Contentprovided by the User.

Themember/participant/subscriber (User) hereby authorizes the MLS to display theirreal estate listings on the MLS website and any other website to which the MLSdistributes listing information. The User must provide all content, includingphotographs and floorplans, and is solely responsible for the accuracy andpropriety thereof. The User further asserts that all required permissions todisplay all such properties have been obtained. In no event shall the MLS'sobligation be anything other than to remove any listing(s) from their website,and from the data feed to any other websites.

Termination

 TheMLS reserves the right to terminate a Participant's or Subscriber's membershipat any time, has the right (but not the obligation) to delete or deactivateyour account, block your email or IP address, remove and discard any Contentwithin the Service, or otherwise terminate your access to or use of the Serviceor Product (or any part thereof), immediately and without notice, for anyreason (especially if you have acted inconsistently with this Terms of Use) andthe MLS shall have no obligation to maintain or forward any content in youraccount. Further, you agree not to attempt to use the Service after saidtermination.

In the event that occurs, youshall cease using any portion of the Product, permanently delete or destroy allportions of the Product within your possession, custody or control, and, uponwritten request from the MLS, certify, in writing, your compliance with thisprovision.

If you arean MLS Member/subscriber, your License Agreement sets forth an initial termthat expires on a specified date and that may automatically renew for aspecified length. Following the effective date of termination or non-renewal ofyour License Agreement, you shall cease using any portion of the Product. Inaddition, you shall permanently delete or destroy all portions of the Productwithin your possession, custody or control and, upon written request from theMLS, certify, in writing, your compliance with this provision.

Ownership and License Grant

StateListings, Inc. retains all rights (including Intellectual Property Rights asdefined below), title and interest in the MLS Web site, database, MLStechnology, and all underlying technology and data including any enhancementsand improvements thereto as a result of providing the Deliverables hereunder.User will not and will not allow others to: reverseengineer, decompile, disassemble, merge, copy, use, disclose, sell or transferthe underlying source code or structure or sequence of the MLS's technology ordelete or alter author attributes or copyright notices. User shall use the  MLS system solely for their own use and shall notallow others to use the MLS system under or through that User's login ID/emailand password.

IntellectualProperty Rights means all intellectual property rights (throughout theuniverse, in all media, now existing or created in the future, for all versionsand elements, in all languages, and for the entire duration of such rights)arising under statutory or common law, contract, or otherwise, and whether ornot perfected, including without limitation, (a) all rights associated withworks of authorship including without limitation copyrights, moral rights,copyright applications, copyright registrations, synchronization rights; (b)rights associated with trademarks, service marks, trade names, logos, tradedress, and the applications for registration and registrations of trademarksand service marks; (c) rights relating to the protection of trade secrets andconfidential information; (d) rights analogous to those set forth in thisdefinition and any and all other proprietary rights relating to intangibleproperty; and (e) divisions, continuations, renewals, reissues, and extensionsof the foregoing (as and to the extent applicable) now existing, later filed,issued, or acquired.

Warranty Disclaimers

ALTHOUGH THEMLS MAKES EFFORTS TO PROVIDE AN ACCURATE PRODUCT, THE PRODUCT AND ALL PARTSTHEREOF ARE PROVIDED "AS IS", "WITH ALL FAULTS", AND"AS AVAILABLE". STATE LISTINGS, INC. AND ITS AFFILIATES AND THEIRRESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND THIRD PARTY SUPPLIERS(COLLECTIVELY, THE "MLS PARTIES") DISCLAIM ANY AND ALLREPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIEDOR STATUTORY, INCLUDING WITHOUT LIMITATION (1) AS TO TITLE, MERCHANTABILITY,FITNESS FOR ORDINARY PURPOSES AND FITNESS FOR A PARTICULAR PURPOSE,NON-INFRINGEMENT, SYSTEM INTEGRATION, WORKMANLIKE EFFORT, QUIET ENJOYMENT ANDNO ENCUMBRANCES OR LIENS, (2) THE QUALITY, ACCURACY, TIMELINESS OR COMPLETENESSOF THE LICENSED PRODUCT, (3) THOSE ARISING THROUGH COURSE OF DEALING, COURSE OFPERFORMANCE OR USAGE OF TRADE; (4) THE PRODUCT CONFORMING TO ANY FUNCTION,DEMONSTRATION OR PROMISE BY ANY NYSTATEMLS PARTY, AND (5) THAT ACCESS TO OR USEOF THE PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE. ANYRELIANCE UPON THE PRODUCT IS AT YOUR OWN RISK AND THE NYSTATEMLS PARTIES MAKENO WARRANTIES.

 THEMLS RESERVES THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO THE PRODUCT ORANY FEATURE OR PART THEROF AT ANY TIME. IF YOU DOWNLOAD ANY CONTENT FROM THISPRODUCT, YOU DO SO AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELYRESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTSFROM THE DOWNLOAD OF ANY SUCH CONTENT.

THESEDISCLAIMERS ARE INDEPENDENT OF ANY OTHER TERM IN THESE TERMS OF USE OR THELICENSE AGREEMENT.

THELISTINGS, SERVICE, RECENT SALES INFORMATION, AND THE MLS MARKET REPORTS AREPROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. THE MLS MAKES NOPROMISES, REPRESENTATION OR WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OROTHERWISE, WITH RESPECT TO THE LISTINGS, SERVICE, RECENTSALES INFORMATION, ORNYSTATEMLS MARKET REPORTS, INCLUDING THEIR ACCURACY, OPERATION, CONFORMITY TOANY REPRESENTATION OR DESCRIPTION, OR THE EXISTENCE OF ANY LATENT OR PATENTDEFECTS, AND THE MLS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OFMERCHANTABILITY, TITLE, QUIET ENJOYMENT, WORKMANLIKE EFFORT, NONINFRINGEMENTAND FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES RELATING TO ENCUMBERANCES ORLIENS, AND, UNDER THE LAW OF THE UNITED STATES, THE IMPLIED CONDITIONS OFSATISFACTORY QUALITY AND ACCEPTANCE AS WELL AS ANY LOCAL JURISDICTIONALANALOGUES TO THE ABOVE AND OTHER IMPLIED OR STATUTORY WARRANTIES. NYSTATEMLSMAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES THAT ACCESS TO NYSTATEMLS'SSERVICES WILL BE UNINTERRUPTED OR SECURE. ANY MATERIAL DOWNLOADED FROMNYSTATEMLS'S WEB SITE, INCLUDING LISTINGS, SERVICE, RECENTSALES INFORMATION ANDNYSTATEMLS MARKET REPORTS IS ACCESSED AT USER'S OWN DISCRETION AND RISK., ANDUSER WAIVES ALL CLAIMS AND CAUSES OF ACTION RELATING TO ANY DAMAGE TO USER'SCOMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE OR LOSS ORCORRUPTION OF DATA THAT RESULTS FROM SUCH DOWNLOADS. NO ADVICE OR INFORMATION,WHETHER ORAL OR WRITTEN, OBTAINED FROM NYSTATEMLS OR ITS SERVICES SHALL CREATEANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS AND CONDITIONS. SOMEJURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. AS A RESULT,SOME OF THE EXCLUSIONS ABOVE MAY NOT APPLY TO YOU.

YOU AGREETHAT USE OF THE MLS SITE AND THE SERVICE IS ENTIRELY AT YOUR OWN RISK. THE MLSSITE AND THE SERVICE ARE PROVIDED ON AN "AS IS" OR "ASAVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. ALL EXPRESS ANDIMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OFPROPRIETARY RIGHTS ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BYLAW. TO THE FULLEST EXTENT PERMITTED BY LAW, THE MLS DISCLAIMS ANY WARRANTIESFOR THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF THE MLSSITE AND THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE MLS DISCLAIMSANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ONTHE NYSTATEMLS SITE OR THE SITES OR SERVICE, ORACCESSED THROUGH ANY LINKS ON THE MLS SITE. TO THE FULLEST EXTENT PERMITTED BYLAW, THE MLS DISCLAIMS ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTSIN CONNECTION WITH THE MLS SITE OR THE SERVICE. Some jurisdictions do not allowthe disclaimer of implied warranties. In such jurisdictions, some of theforegoing disclaimers may not apply to you insofar as they relate to impliedwarranties.

Limitation of Liability and Indemnification

YOU ACKNOWLEDGETHAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE MLS PARTIES WILL NOT BE HELDLIABLE FOR ANY LOSS, COST OR DAMAGE SUFFERED OR INCURRED BY YOU OR ANY THIRDPARTY ARISING OUT OF OR RELATED TO ANY FAULTS, INTERRUPTIONS OR DELAYS IN THEPRODUCT, OUT OF ANY INACCURACIES, ERRORS OR OMISSIONS IN THE INFORMATIONCONTAINED IN THE PRODUCT, REGARDLESS OF HOW SUCH FAULTS, INTERRUPTIONS, DELAYS,INACCURACIES, ERRORS OR OMISSIONS ARISE, OR FOR ANY UNAUTHORIZED USE OF THEPRODUCT. IN ADDITION, IF YOU HAVE NOT PAID ANY FEES TO THE MLS TO ACCESS THEPRODUCT, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, NONE OF THE MLSPARTIES SHALL BE LIABLE FOR ANY DIRECT DAMAGES ARISING FROM, RELATING TO ORRESULTING FROM THE PRODUCT, THESE TERMS OF USE, OR YOUR USE OR INABILITY TO USEANY OF THE FOREGOING. THESE LIMITATIONS OF LIABILITY INCLUDE DAMAGES FORERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAYS, COMPUTER VIRUSES, YOUR LOSSOF PROFITS, LOSS OF DATA, UNAUTHORIZED ACCESS TO AND ALTERATION OF YOURTRANSMISSIONS AND DATA, AND OTHER TANGIBLE AND INTANGIBLE LOSSES.

NOTWITHSTANDINGANY PROVISION CONTAINED HEREIN TO THE CONTRARY, IN NO EVENT WILL THE MAXIMUMAGGREGATE, CUMULATIVE LIABILITY OF THE MLS PARTIES FOR ANY AND ALL REASONS TOANY PARTY FOR DAMAGES, DIRECT OR OTHERWISE, ARISING OUT OF OR IN CONNECTIONWITH THE PRODUCT, THESE TERMS OF USE, OR A SEPARATE LICENSE AGREEMENT EXCEEDTHE TOTAL AMOUNT OF LICENSE FEES ACTUALLY PAID TO THE MLS UNDER THE RELEVANTLICENSE AGREEMENT BETWEEN THE RELEVANT MLS CLIENT AND THE MLS DURING THE TWELVEMONTH PERIOD IMMEDIATELY PRECEDING THE DATE SUCH CLAIM AROSE, REGARDLESS OF THECAUSE OR FORM OF ACTION. RECOVERY OF THIS AMOUNT SHALL BE THE SOLE ANDEXCLUSIVE REMEDY FOR THE NYSTATEMLS CLIENT OR ANY OTHER PARTY FOR ANYAPPLICABLE DAMAGES.

UNDER NOCIRCUMSTANCES WILL ANY OF THE MLS PARTIES BE HELD LIABLE FOR ANY INDIRECT,INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR ANY OTHER DAMAGES,INCLUDING, WITHOUT LIMITATION, LOST PROFITS, ARISING OUT OF, BASED ON, ORRESULTING FROM, OR IN CONNECTION WITH THE PRODUCT, THESE TERMS OF USE, OR YOURUSE OR INABILITY TO USE ANY OF THE FOREGOING, EVEN IF THE MLS HAS BEEN ADVISEDOF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING EXCLUSION OF DAMAGES ISINDEPENDENT OF THE EXCLUSIVE REMEDY DESCRIBED ABOVE AND SURVIVES IN THE EVENTSUCH REMEDY FAILS.

NONE OF THEMLS PARTIES SHALL HAVE ANY LIABILITY FOR ANY DAMAGES RESULTING FROM ANY FAILURETO PERFORM ANY OBLIGATION HEREUNDER OR FROM ANY DELAY IN THE PERFORMANCETHEREOF DUE TO CAUSES BEYOND CONTROL OF THE MLS, INCLUDING, WITHOUT LIMITATION,INDUSTRIAL DISPUTES, ACTS OF GOD OR GOVERNMENT, PUBLIC ENEMY, WAR, FIRE, OTHERCASUALTY, FAILURE OF ANY LINK OR CONNECTION WHETHER BY COMPUTER OR OTHERWISE,OR FAILURE OF TECHNOLOGY OR TELECOMMUNICATIONS OR OTHER METHOD OR MEDIUM OFSTORING OR TRANSMITTING THE PRODUCT.

ALL OF THESELIMITATIONS APPLY REGARDLESS OF THE CAUSE OR FORM OF ACTION, WHETHER THEDAMAGES ARE CLAIMED UNDER THE TERMS OF A CONTRACT, TORT OR OTHERWISE, AND EVENIF WE OR OUR REPRESENTATIVES HAVE BEEN NEGLIGENT OR HAVE BEEN ADVISED OF THEPOSSIBILITY OF SUCH DAMAGES. NO ACTION ARISING OUT OF OR PERTAINING TO THESETERMS OF USE MAY BE BROUGHT MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTIONHAS ARISEN.

IN NO EVENTSHALL THE MLS BE LIABLE FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL,INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FORLOSS OF BUSINESS PROFITS, LOSS OF BUSINESS, INTERRUPTION OF BUSINESS, LOSS OFGOODWILL OR BUSINESS REPUTATION, OTHER INTANGIBLE LOSS, INACCURACIES, ERRORS OROMISSIONS IN THE INFORMATION, PRODUCTS OR SERVICES PROVIDED, RELIANCE BY THEUSER ON THE COMPLETENESS OR ACCURACY OF INFORMATION, PRODUCTS OR SERVICES, LOSSOF USE OF DATA, LOSS OF DATA, COMPUTER VIRUSES, COMPUTER CORRUPTION, DELETIONOR CORRUPTION OF CONTENT OR DATA MAINTAINED OR TRANSMITTED THROUGH THE USE OFTHE MLS'S SERVICES, OR USER'S FAILURE TO KEEP USER'S LOGIN AND/OR PASSWORDSECURE AND CONFIDENT) ARISING OUT OF THIS AGREEMENT. User shall indemnify StateListings, Inc. (and its officers, directors, employees and agents), and holdeach of them harmless from and against any and allcosts, damages or losses by any of them (including, without limitation,reasonable attorneys' fees) as a result of a claim by any person other thanUser arising from User's use or application of the Services or theDeliverables. Some jurisdictions do not allow the exclusion of liability forcertain damages. As a result, some of the exclusions above may not apply toyou.

LIMITATIONS ON SERVICE

 Youacknowledge that the MLS may establish limits concerning use of the Service,including the maximum number of days that Content will be retained by theService, the maximum number and size of postings, email messages, or otherContent that may be transmitted or stored by the Service, and the frequencywith which you may access the Service. You agree that the MLS has noresponsibility or liability for the deletion or failure to store any Contentmaintained or transmitted by the Service. You acknowledge that the MLS reservesthe right at any time to modify or discontinue the Service (or any partthereof) with or without notice, and that the MLS shall not be liable to you orto any third party for any modification, suspension or discontinuance of theService.

Your Liability

If you causea technical disruption of the Product, you agree to be responsible for any and all liabilities, costs and expenses (includingreasonable attorneys' fees and costs of enforcement) arising from or related tothat disruption. Upon your breach of any term of these Terms of Use or a separateLicense Agreement, the MLS's remedies shall include any damages and reliefavailable at law or in equity as well as interruption and/or termination ofyour access to the Product or any portion thereof and permanent deletion ordestruction of all portions of the Product within your possession, custody orcontrol. If the MLS retains any third party to obtain any remedy to which it isentitled under these Terms of Use or a separate License Agreement, the MLSshall be entitled to recover all costs, including attorney's fees or collectionagency commissions, the MLS incurs.

Indemnity

You agree toindemnify, defend, and hold harmless the State Listings, Inc, NYStateMLS, LAStateMLS, and MyStateMLS Parties from and against any third party action,suit, claim or demand and any associated losses, expenses, damages, costs andother liabilities (including reasonable attorneys' fees), arising out of orrelating to your (and your users') Submitted Content, use or misuse of anyportion of the Product, or your violation of these Terms of Use or a separateLicense Agreement. You shall cooperate as fully as reasonably required in thedefense of any such claim or demand. The company and any third party involvedin creating, producing, or delivering the Product reserves the right to assumethe exclusive defense and control of any matter otherwise subject toindemnification by you, at your expense, and you shall not in any event settleany such matter without the written consent of the company and any such thirdparty.

PRIVACY AND INFORMATION DISCLOSURE

StateListings, Inc. has established a Privacy Policy to explain to users how theirinformation is collected and used, which is located at the following webaddresses:

http://www.NYStateMLS.com,

http://www.NewYorkStateMLS.com

http://www.LAStateMLS.com

http://www.MYStateMLS.com

Your use ofthe MLS website or the Service signifies acknowledgement of andagreement to our Privacy Policy. You further acknowledge and agree that the MLSmay, in its sole discretion, preserve or disclose your Content, as well as yourinformation, such as email addresses, IP addresses, timestamps, and other userinformation, if required to do so by law or in the good faith belief that suchpreservation or disclosure is reasonably necessary to: comply with legalprocess; enforce the Terms of Use; respond to claims that any Content violatesthe rights of third-parties; respond to claims that contact information (e.g.phone number, street address) of a third-party has been posted or transmittedwithout their consent or as a form of harassment; protect the rights, property,or personal safety of the MLS, its users or the general public.

CONDUCT

You agreenot to post, email, or otherwise make available Content:

 a)that is unlawful, harmful, threatening, abusive, harassing, defamatory,libelous, invasive of another's privacy, or is harmful to minors in any way;

 b)that harasses, degrades, intimidates or is hateful toward an individual orgroup of individuals on the basis of religion, gender, sexual orientation,race, ethnicity, age, or disability;

 c)that violates the Fair Housing Act by stating, in any notice or ad for the saleor rental of any dwelling, a discriminatory preference based on race, color,national origin, religion, sex, familial status or handicap(orviolates any state or local law prohibiting discrimination on the basis ofthese or other characteristics);

 d)that impersonates any person or entity, including, but not limited to, an MLSemployee, or falsely states or otherwise misrepresents your affiliation with aperson or entity .

e) that isfalse, deceptive, misleading, deceitful, misinformative, or constitutes"bait and switch";

 f)that infringes any patent, trademark, trade secret, copyright or otherproprietary rights of any party, or Content that you do not have a right tomake available under any law or under contractual or fiduciary relationships;

 g)that constitutes or contains "affiliate marketing," "linkreferral code," "junk mail," "spam," "chainletters," "pyramid schemes," or unsolicited commercial advertisement;

 h)that constitutes or contains any form of advertising or solicitation if: postedin areas of the MLS sites which are not designated for such purposes; oremailed to MLS users who have not indicated in writing that it is ok to contactthem about other services, products or commercial interests.

 i) that includes links to commercial services or web sites,except as allowed in your account

 j)that contains software viruses or any other computercode, files or programs designed to interrupt, destroy or limit thefunctionality of any computer software or hardware or telecommunicationsequipment;

 k)that disrupts the normal flow of dialogue with an excessive amount of Content(flooding attack) to the Service, or that otherwise negatively affects otherusers' ability to use the Service; or

 l)that employs misleading email addresses, or forged headers or otherwisemanipulated identifiers in order to disguise the origin of Content transmittedthrough the Service.

m) contactanyone who has asked not to be contacted, or make unsolicited contact withanyone for any commercial purpose or "stalk" or otherwise harass anyone;

 n)collect personal data about other users for commercial or unlawful purposes;

 o) useautomated means, including spiders, robots, crawlers, data mining tools, or thelike to download data from the Service - unless expressly permitted by the MLS;

 p)attempt to gain unauthorized access to MLS computer systems or engage in anyactivity that disrupts, diminishes the quality of, interferes with theperformance of, or impairs the functionality of, the Service or the MLSwebsite.

Maps and Directions Disclaimer

The maps anddirections information provided by the MLS have been obtained from sourcesbelieved reliable, including you the User. While the MLS does not doubt theaccuracy of the maps and/or directions, we have not verified the informationand make no guarantees, warranties or representations about the maps and/ordirections. It is your responsibility to independently confirm the accuracy andcompleteness of any map and/or set of directions. User assumes all risk of use.Neither the MLS nor its partners or suppliers assume any responsibility forloss, damage or delay caused by User's use of and/or reliance on User's use ofthe MLS's information, products or services.

MAPS/DIRECTIONSARE INFORMATIONAL ONLY. NO REPRESENTATION IS MADE OR WARRANTY GIVEN AS TO THEIRCONTENT, ROAD CONDITIONS OR ROUTE USABILITY OR EXPEDITIOUSNESS. USER ASSUMESALL RISK OF USE. THE COMPANY AND ITS SUPPLIERS ASSUME NO RESPONSIBILITY FOR ANYLOSS OR DELAY RESULTING FROM SUCH USE.

User Data

If youcreate any settings, surveys, fields or functions in the Product or input, addor export any data into or from the Product (collectively, the "UserData"), none of the MLS Parties shall have any liability or responsibilityfor any of such User Data, including the loss, destruction or use by thirdparties of such User Data. It is your responsibility to make back-up copies ofsuch User Data.

Cookies

Some areasof this Product use and require that your computer accept "cookies."Cookies are small text files that are stored on your computer to keep track ofsettings or data for a particular web site. Cookies make it possible and easierfor you to access and use certain areas of this Product. If you have disabledcookies from within your browser, or if you are running third-party softwarethat intercepts or deletes cookies, you may not be able to visit certain areasof the Product.

Trademarks

The Productemploys various trademarks and service marks of State Listings, Inc. and ofother third parties. All of these trademarks andservice marks are the property of their respective owners. You agree not to useor display them in any manner without the prior written permission of theapplicable trademark owner.

Other Rights of the MLS

User agreesthat the MLS shall have the right to use Listings and other informationsubmitted to it for any purpose, including without limitation for publicationof all or part of such Listing on the Internet for unrestricted use by the MLSusers and partners. The MLS shall have sole authority to choose the manner in which any Listing will be received, displayed andused by the Service, and reserves the right to remove all or any part of aListing or refuse Services to anyone at any time in its sole discretion. TheMLS shall have no obligation to (i) resolve disputesamong users of the Service; or (ii) monitor or verify the accuracy or properuse of the Listings. The MLS reserves the right to modify or change any and all terms and conditions at any time. The mostcurrent copy of these terms and conditions will be posted and available forreview on The MLS's corporate web site.

Copyright Complaints

If youbelieve that your work has been copied onto the MLS in a way that constitutescopyright infringement, please provide the MLS's copyright agent the writteninformation specified below. Please note that this procedure is exclusively fornotifying the MLS that your copyrighted material has been infringed.

Anelectronic or physical signature of the person authorized to act on behalf ofthe owner of the copyright interest; A description of the copyrighted work thatyou claim has been infringed upon; A description of where the material that youclaim is infringing is located on the MLS, with identifying information for thelisting, if applicable; Your address, telephone number, and e-mail address; Astatement by you that you have a good-faith belief that the disputed use is notauthorized by the copyright owner, its agent, or the law; A statement by you,made under penalty of perjury, that the above information in your notice isaccurate and that you are the copyright owner or authorized to act on thecopyright owner's behalf.

Email:abuse@nystatemls.com

We mayforward any notice(s) of alleged infringement pursuant to this Section to theperson(s) who provided the allegedly infringing content.

Export Restrictions

This Site iscontrolled and operated by the MLS from its offices within the United States.The MLS makes no representation that any portion of the Product or othermaterial accessed through this Site is appropriate or available for use inother locations, and access to them from other countries where their contentsare illegal is prohibited. Those who choose to access the Product or the Sitefrom other locations do so on their own volition and are responsible forcompliance with applicable local laws. You may not export or re-export anyportion of the Product except in full compliance with all United States lawsand regulations, this Terms of Use, and, if applicable, the associated LicenseAgreement. In particular, no portion of the Productmay be exported or re-exported into (or to a national or resident of) anycountry to which the United States embargoes goods, or to anyone on the U.S.Treasury Department's list of Specially Designated Nationals or the U.S.Commerce Department's Table of Denial Orders.

Governing Law and Jurisdiction

StateListings, Inc. is headquartered in the State of New York of the United States.These Terms of Use and your use of this Product shall be governed by the lawsof the State of New York without regard to its conflicts of laws principles.The federal and state courts located in the State of New York shall be theexclusive jurisdiction for any action brought against the MLS in connectionwith these Terms of Use or use of the Product. You irrevocably consent to thejurisdiction of the federal and state courts located in the State of New York,and to the jurisdiction of the federal and state courts located in any Statewhere you are located, for any action brought against you in connection withthese Terms of Use or use of the Product. All disputes arising outside of theUnited States shall be settled by arbitration held in London, England and inaccordance with the Rules of Arbitration and Conciliation of the InternationalChamber of Commerce. All arbitrators shall be fluent in English and alldocuments submitted in connection with the arbitration shall be in English.Judgment upon an arbitration award may be entered in any court havingjurisdiction, or application may be made to such court for a judicialacceptance of the award and an order of enforcement. If any material in thisProduct, or your use of the Product, is contrary to the laws of the place whereyou are when you access it, or if the MLS is not licensed as required byapplicable laws or regulations in such locale, the Product is not intended foryou, and we ask you not to use the Product. You are responsible for informingyourself of, and complying with, the laws of your jurisdiction. NOTICE -- U.S.Government Rights/Commercial Technical Data and Software Unpublished, RightsReserved Under the Copyright Laws of the United States.  This Sitecontains commercial technical data and computer software that have been privatelydeveloped and are normally vended commercially under a license or leaseagreement restricting their use, disclosure and reproduction. In accordancewith FAR 12.211, 12.212, 27.405(b)(2) and 52.227-19 and DFARS 227.7202,227.7102 and 252.227-7015, as well as other applicable supplemental agencyregulations, use, reproduction, disclosure and dissemination of this commercialtechnical data and computer software are governed strictly in accordance withthe MLS's commercial license agreements, including these Terms of Use.

Modifications to Product; Changes to these Terms

The MLS iscontinuously updating and changing the Product, andreserves the right at any time and from time to time to modify or discontinue,temporarily or permanently, the Product (or any part thereof) with or withoutnotice. You agree that the MLS shall not be liable to you or to any third partyfor any modification, suspension or discontinuance of the Product (or any partthereof). Additionally, we reserve the right, in our complete and solediscretion, to change these Terms of Use at any time by posting revised termson the Product. It is your responsibility to check periodically for any changeswe may make to the Product and these Terms of Use. Your continued use of thisProduct following the posting of changes to these terms or other policies meansyou accept the changes.

Waiver and Severability

The failureof the MLS to exercise or enforce a legal right or remedy contained in theTerms and Conditions does not constitute a waiver of any such right or remedy.No waiver of any right, term or provision of the Terms and Conditions is deemeda waiver of any other right, term or provision. If a court of competentjurisdiction finds any provision of the Terms and Conditions to be invalid,User agrees that the remaining terms and provisions remain in full force andeffect.

NOTICES

All noticesto the MLS pertaining to these Terms of Use will be in writing, mailed byregistered or certified mail, return receipt requested, or delivered by awell-recognized overnight U.S. or international carrier, delivered to the MLS.

Miscellaneous

These Termsof Use contain the entire understanding of the parties with respect to theProduct and supersede any prior oral or written statements and documents withrespect to such subject matter; provided, that these Terms of Use do notsupersede any written license agreement between the parties. Your obligationshereunder are binding on your successors, legal representatives and assigns.You may not assign or transfer (by operation of law or otherwise) these Termsof Use or any portion hereunder, in whole or in part, without the prior writtenconsent of the MLS. In the event any portion of these Terms of Use not being ofa fundamental nature is held to be invalid, illegal or unenforceable, such partshall be deemed severed from these Terms of Use without invalidating theremaining provisions of these Terms of Use or affecting the enforceability ofsuch remaining provisions. If a provision is held to be invalid, illegal orotherwise unenforceable, it shall be deemed to be replaced with an enforceableprovision that retains the intent and benefits of the original provision. Nowaiver by the MLS of any right under or term or provision of these Terms of Usewill be deemed a waiver of any other right, term, or provision of these Termsof Use at that time or a waiver of that or any other right, term, or provisionof these Terms of Use at any other time. These Terms of Use apply to your useof the Product and not to any other areas, including, without limitation, theMLS's research activities. Headings are for reference only.

Entire Agreement

The termsand conditions of this Agreement constitute the entire agreement between theparties and supersede all previous agreements and understanding, whether oralor written, between the parties hereto with respect to the subject matter ofthis Agreement.

Web Design

This websitecontains material which is owned by or licensed to us. This material includes,but is not limited to, the design, layout, look, appearance and graphics.Reproduction is prohibited other than in accordance with the copyright notice,which forms part of these terms and conditions. The images cannot be downloadedor used without prior consent. If you wish to use an imageplease contact us.

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Updated: August 22nd, 2022