TERMS OF SERVICE AGREEMENT

Introduction
This Service License Agreement (this “Agreement”) is a legal agreement between you and BillsThrill.com ("Web Site") for the limited use of the Web Site and MLS search functions, including any updates and upgrades to the MLS service and software from time to time ("MLS Service). This Agreement governs your use of the MLS Services which are offered to you conditioned upon your acceptance without modification of the terms, conditions and notices contained in this Agreement. If you do not agree to this Agreement, you may not use any portion of the MLS Service. By using the MLS Service, you agree to the terms of this Agreement.  For purposes of this Agreement “you” or “your” means you and anyone who has access to use your MLS Service account. “We” or “us” means Bill Brown, Coldwell Banker, the Bay Area Real Estate Information Service, and associated personnel and Web site administration.  You must be at least eighteen (18) years of age to use the MLS Service.

License Grant
Subject to the terms and conditions of this Agreement, this Web Site grants to you, during the Term of this Agreement (as defined in Section 13, below), a non-exclusive, non-transferable, non-sublicensable license to use the MLS Service provided herein.

Service Restrictions
The MLS Service shall only be used in its intended manner for its intended, lawful purposes, as described herein and in this Web Site.  You shall not, directly or indirectly
(i) sell, rent, lease, lend, sublicense, distribute, or otherwise transfer or provide access to the Service (or any part thereof) to any person, firm, or entity except as expressly authorized herein,
(ii) reverse engineer, translate, decompile, or create or attempt to create, by any means, the source code from the object code supplied hereunder, except to the minimum extent expressly permitted by applicable law despite this limitation,
(iii) merge, adapt or modify the Service in any way, or create any derivative work therefrom,
(iv) avoid, circumvent, or disable any security device, procedure, protocol, or mechanism that MLS Service may include, require or establish with respect to the Service, or
(v) rent, lease, distribute, or otherwise transfer the Service to any third party without the prior written consent of the Web Site and the MLS Service. All rights not expressly granted to you are hereby reserved.

Personal and Non-Commercial Use Restriction
Unless otherwise specified, the MLS Service is solely for your personal and non-commercial use. Any unauthorized commercial use of the MLS Service, or the resale of the MLS Service or any portion thereof, is expressly prohibited. You may not distribute, transmit, display, publish, license, create derivative works from, transfer or sell any information or services obtained from the MLS Service without the prior written consent of the Web Site and the Service. Furthermore, you may not “meta-search” any portion of the MLS Service, send, or cause to be sent, any automated queries of any sort to the MLS Service, or otherwise use the MLS Service in any commercial manner.

Links to Third-Party Sites
The links included within the Web Site or the MLS Service may direct you to third-party web sites ("Linked Sites”). The Linked Sites are not under the control of this Web Site nor the MLS Service, and we are not responsible for the contents or functioning of any Linked Site. Linked sites are provided as a convenience, and the inclusion of any link does not imply endorsement by this Site or MLS Service, or any association with its operators. Any dealings with third parties (including advertisers) included within the MLS Service or participation in promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and the advertiser or other third party. We shall not be responsible or liable for any part of any such dealings or promotions.

No Unlawful or Prohibited Use
Your use of the MLS Service and of this Web Site is subject to acceptable use policies. The MLS Service contains e-mail services, and may contain photos, files, and/or other message or communication facilities designed to enable you to give and receive information and communications. You shall only use such services to post, send, and receive messages and material that are proper and, when applicable, related to the particular MLS Service. You shall not use any part or function of this Web Site or MLS Service to harm, disable, harrass, or demean any person or business entity, nor infringe any copyright, trademark, patent, trade secret, privacy or publicity right, or other proprietary right of any party.  Neither may you transmit any files or e-mails containing viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or the property of another.  Nor may you falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.  Nor may you harvest or otherwise collect information about others, violate any applicable laws or regulations, create a false identity for the purpose of defrauding others.  

This Web Site and MLS Service has no obligation to monitor the Service or users of same. MLS Service reserves the right to terminate your access to the MLS Service or any MLS function at any time, without notice, for any reason whatsoever. You agree to always use caution when giving out any personally identifiable information about yourself in connection with the MLS Service.

This Web Site and MLS Service specifically disclaim any liability with regard to content, messages or information relayed herein, and any actions resulting from your participation in any such function or service.

Materials uploaded to the MLS Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.

MLS Service reserves complete and sole discretion with respect to the operation of the MLS Service. You agree that the Web Site and MLS Service are not responsible or liable for any loss, deletion or failure of the information systems or consequences of their use.

Ownership
As between the Parties, the MLS Service, all related documentation, all copies and versions thereof and all related materials provided to you, is and shall remain the exclusive property of MLS Service and its licensors (including, without limitation, all copyrights, patents, trade secret rights and other intellectual property rights inherent therein or appurtenant thereto), and shall not be used in any way other than as expressly permitted by this Agreement. All Feedback shall also be the sole property of this Web Site and MLS Service, even if suggestions made by you are incorporated into subsequent versions of the MLS Service/Software or related documentation. To the extent you may obtain any ownership rights in any of the foregoing, you assign and agree to assign all of its right title and interest, including all copyrights and other intellectual property rights, in and to all of the foregoing, to MLS Service.

Confidentiality
You acknowledge that the Service, related documentation and other related materials provided by Web Site and MLS Service shall be deemed to be confidential information and/or trade secrets of MLS (collectively, “Confidential Information”). You agree to use the Confidential Information only for the limited Term of this Agreement and solely for the purpose of using the MLS Service, and to take all steps reasonably necessary to maintain and protect the Confidential Information in the strictest confidence for the benefit of MLS.

Express Warranty; Disclaimer and Related Provisions
Because the MLS Service may contain defects, you are responsible for establishing back-up and other procedures and controls appropriate to maintain the integrity and continuity of your operations.  MLS Service reserves the right, with or without prior notice, to discontinue work on the MLS Service or to revise any portion of the MLS Service so it provides different features, features in different combinations, and/or different environment configurations.  MLS WARRANTS THAT IT HAS THE RIGHT TO GRANT THIS LICENSE TO YOU AND TO PROVIDE YOU WITH ACCESS TO THE MLS SERVICE. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, MLS DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE MLS SERVICE AND THE RELATED SOFTWARE AND DOCUMENTATION, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR NON-MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT, OR SYSTEM INTEGRATION, OR ANY WARRANTIES ARISING UNDER ANY OTHER LEGAL REQUIREMENT. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, THE MLS SERVICE, THE RELATED SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS” AND WITH ALL FAULTS, AND YOU UNDERSTAND THAT YOU ASSUME ALL RISKS OF THEIR USE, QUALITY, AND PERFORMANCE.

YOU AGREE THAT WEB SITE AND MLS SHALL HAVE NO RESPONSIBILITIES TO YOU TO CORRECT ANY DEFECTS OR PROBLEMS IN THE SERVICE OR FUNCTIONALITY OF THE RELATED SOFTWARE DOCUMENTATION, OR TO ASSURE YOU THAT THE MLS SERVICE AND ANY RELATED SOFTWARE OPERATES PROPERLY.  MLSOI DOES NOT WARRANT THAT USE OF THE MLS SERVICE WILL BE ERROR-FREE, UNINTERRUPTED OR COMPLETELY SECURE.

Limitation of Liability
BECAUSE OF THE NATURE OF THIS WEB SITE AND THE MLS SERVICE, YOU AGREE AND ACKNOWLEDGE THAT WE SHALL HAVE NO LIABILITY WHATSOEVER ARISING FROM OR IN ANY WAY RELATED TO THE MLS SERVICE, THE SOFTWARE, THE DOCUMENTATION OR THIS AGREEMENT, WHETHER DIRECT, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IF THE FOREGOING LIMITATION IS HELD TO BE UNENFORCEABLE OR TO FAIL OF ITS ESSENTIAL PURPOSE IN ANY PART OR FOR ANY REASON, THEN THE TOTAL MAXIMUM LIABILITY OF THIS WEB SITE AND MLS SERVICE ARISING FROM OR IN ANY WAY RELATED TO THE WEB SITE AND MLS SERVICE AND THIS AGREEMENT SHALL BE LIMITED TO YOUR ACTUAL DIRECT DAMAGES UP TO A MAXIMUM AGGREGATE OF TWO HUNDRED DOLLARS ($200). IN NO EVENT WILL THIS WEB SITE OR MLS BE LIABLE FOR LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITY, ARISING FROM OR RELATED TO THE MLS SERVICE, SOFTWARE OR THIS AGREEMENT.

Customer Indemnity
You agree to indemnify, defend and hold harmless this Web Site and MLS Service, its shareholders, directors, officers, employees, agents and affiliated companies from and against any losses, liabilities, costs, or damages (including reasonable attorneys’ fees) arising out of or resulting from any claims by third parties regarding the use or abuse of the MLS Service, this Web Site, or software by you or your breach of this Agreement. You shall not settle any such claim without MLS Service’s prior written consent (which shall not be unreasonably withheld).

Term and Termination
The term (“Term”) of this Agreement shall be for the period commencing on the date of your first use of this Web Site and MLS Service, and shall continue in perpetuity. Your license under this Agreement shall automatically terminate, without the requirement of any action by MLS Servic, upon the breach of any term of this Agreement by you. Upon termination or expiration of this Agreement, you shall (i) cease all use of the Software and the MLS Service, and erase or otherwise destroy or return (as instructed by MLS) all copies of the Software (or any part thereof), and related documentation, and (ii) certify in writing to MLS your completion of such steps.

General Provisions
This Agreement is in the English language only. All writings, notices, proceedings and disputes shall be conducted in English only. This Agreement may not be assigned by you or by operation of law to any other person or entity, persons, firms, or corporation without the express written approval of MLS. This Agreement shall inure to the benefit of the parties’ successors and assigns. All notices and demands hereunder shall be in writing and shall be served by personal service or by mail at the address of the receiving party set forth in this Agreement (or at such different address as may be designated by such party by written notice to the other party). All notices or demands by mail shall be by certified or registered mail, return receipt requested, or by nationally-recognized private express courier, and shall be deemed complete upon receipt. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of California. The parties agree that sole and exclusive venue for any dispute arising under or related to this Agreement shall be the applicable federal or state courts having jurisdiction over Sonoma County, California. Each party is acting as an independent contractor and not as an agent, partner, or joint venture with the other party for any purpose. Except as provided in this Agreement, neither party shall have any right, power, or authority to act or to create any obligation, express or implied, on behalf of the other. The restrictions on use, obligations of confidentiality, the disclaimers of warranty, and the limitations of liability set forth in this Agreement shall survive the termination or expiration of this Agreement for any reason. The titles and headings of the Sections in this Agreement are intended solely for convenience of reference only and are not intended for any other purpose whatsoever, or to explain, modify or place any construction upon or on any of the provisions of this Agreement. No supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. All Software and technical information delivered under this Agreement are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to strictly comply with all such laws and regulations.

Entire Agreement
The parties have read this Agreement and agree to be bound by its terms, and further agree that it constitutes the complete and entire agreement of the parties and supersedes all previous communications, oral or written, and all other communications between them relating to the Agreement and to the subject matter hereof. No representations or statements of any kind made by either party, which are not expressly stated herein, shall be binding on such party. If any provision of this Agreement is invalid under applicable statute or rule of law, it is to that extent to be deemed modified to the least degree necessary to remedy such invalidity while retaining the intent of the parties and the economic effect of the invalid provision.