PLEASE READ THE FOLLOWING TERMS AND CONDITIONS RELATING TO YOUR USE OF THIS WEBSITE CAREFULLY.

1. Scope of These Terms and Conditions

These Terms and Conditions apply to your use of this website owned and operated by Metrolist, Inc., a Colorado Corporation, referred to herein as "this Site". These Terms and Conditions do not apply to your use of unaffiliated websites of any other companies, organizations or individuals or to which this Site links ("Other Sites").

2. Acceptance of These Terms and Conditions

In order to use this Site you must first agree to these Terms and Conditions. You may not use this Site if you do not agree to these Terms and Conditions.

By using this Site, you agree to be bound by these Terms and Conditions. Metrolist, its subsidiaries, members, business affiliates and suppliers ("we" "us" or "our") make the information and services provided on this Site available to you, conditioned on your acceptance without modification of these terms, conditions and notices. We reserve the right to modify them at any time. You should check these Terms and Conditions periodically for changes. By using this Site after we post any changes to these Terms and Conditions you agree to accept those changes, whether or not you have reviewed them. If you choose not to accept these Terms and Conditions at any time, please do not use this Site.

3. Virtual Tour URLs

As a User of this Site, you shall ensure that any Virtual Tour URL (Universal Resource Locator, i.e. a web address) entered into the PrimeAccess system complies with the following provisions at all times:

Virtual tours that a Virtual Tour URL links to must contain photographs or video that is germane or specific to a property listed for sale in the Metrolist Multiple Listing Service. Virtual tours that a Virtual Tour URL links to may contain text that only describes valuable qualities, details and inclusions of the listed property. It may not contain phone numbers, e-mail addresses, web address, company and/or personal names, cooperative compensation and other financial information. Virtual Tour URLs shall not link to virtual tours that contain links, gateways, or integrated applications that may be displayed, viewed, heard, accessed, or otherwise encountered, without the express written consent of Metrolist. The text must be subtle enough not to obscure or detract from the image it is describing. Borders, watermarks, and yard signs are allowed as non-predominant features of a virtual tour. Promotions, personal and/or company branding, advertisement(s), logos and any reference to the listing broker or listing office are prohibited on virtual tours. Use of a photograph or video from another Member's listing's virtual tour is strictly prohibited unless you have written permission from the owner of the copyright. Virtual tours may not contain personal advertising of any kind other than the virtual tour vendor's name. If the broker is the virtual tour vendor, the name of the broker or brokerage firm cannot be included. Members may not submit a Virtual Tour URL that links to a virtual tour where the true appearance of a property has been manipulated (i.e., removing a permanent object from the photograph or video, modifying the appearance of the landscape, or making visual improvements that do not already exist).

4. Username and Password

You shall treat your Username and Password as private, confidential and personal and shall safeguard and maintain their confidentiality. You are entirely responsible for all activities that occur under your account. You agree to notify Metrolist immediately of any unauthorized use of your account or any other breach of security. Use by any other person or entity shall be considered theft. Metrolist will not be liable for any loss that you may incur as a result of someone else using your Username, Password or account, either with or without your knowledge. You shall be liable for any consequences that may result from unauthorized disclosure of your Username and Password, whether intentional, negligent or inadvertent, including but not limited to immediate termination of your account and/or membership and liability for liquidated damages. This obligation to maintain confidentiality shall survive the termination of this Agreement.

Furthermore, you acknowledge that damages suffered by Metrolist from access to or use of the PrimeAccess system and/or Virtual Tour URL submission service by an unauthorized third party as a result of disclosure of your Username or Password would be speculative and difficult to quantify. Accordingly, as a material inducement to Metrolist to enter into this Agreement with you, you agree that in the event that any disclosure of your Username or Password that results in access to or use of the PrimeAccess system and/or the Virtual Tour URL submission service by or for an unauthorized third party, regardless of whether such disclosure is intentional, negligent or inadvertent, you shall be liable to Metrolist for liquidated damages in an amount not to exceed Five Hundred Thousand Dollars ($500,000.00).

5. Disclaimer Regarding Links to Third Party Sites and Applications

Metrolist uses third party sites, for example, to manage our user's feedback and to manage our Help Center. These sites may collect information about your interaction with the site. Please read the Terms and other policies posted on those sites, if applicable.

The Metrolist.com and PrimeAccess sites use third party applications, for example, in registering for training and education classes. These third party applications may collect information about your interaction with these applications. Your use of these third party applications is subject to their respective Terms and other policies, if applicable.

Metrolist also provides links to other third party sites. We are not responsible for the availability of any other site to which this site links. We do not take responsibility for the contents, advertising, products, privacy policies or other material made available through any other site nor do we endorse other sites. Please direct your concerns to that other site's webmaster or appropriate contact.

6. Intellectual Property Rights Ownership and Notification

Unless otherwise noted, all rights, title and interest in all information including, but not limited to, screens, texts, user names, passwords, Web pages, or other materials (collectively "Content") appearing in and on this Site are the exclusive property of Metrolist. All information, products, services, and software ("Content") contained on or used in this Site is copyrighted, all rights reserved, and the ownership of the copyrights herein shall at all times remain vested in Metrolist, Inc, unless otherwise noted. Metrolist shall have the right to license any Content, subject to its stated Privacy Policy, contained in, or collected on, this Site to any entity pursuant to terms agreed upon by Metrolist, Inc. All Content on this Site, including, but not limited to images, illustrations, audio clips, and video clips, is protected by copyrights, trademarks or service marks and other intellectual property rights which are owned and controlled by Metrolist, Inc. or by third party Content providers, (collectively "Providers") that have licensed their Content or the right to market their products and/or services to Metrolist, Inc. Content on this Site or controlled by the Providers is solely for your personal, non-commercial use. Such Content may not be copied, reproduced, republished, uploaded, posted, transmitted, distributed and/or exploited in any way, including by e-mail or other electronic means for commercial use without proper license agreements with Metrolist, Inc.

7. Use Restrictions

By using this Site you warrant to Metrolist Inc. that you will not use this Site for any unlawful purpose or any use prohibited pursuant to these Terms and Conditions or pursuant to the Metrolist Rules and Regulations to which members have agreed prior to accessing the Site. Your violation of any of these prohibitions automatically terminates your right to use this Site and you are on notice that we intend to pursue our legal remedies for any violation.

You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any Content, including, but not limited to property information, Broker and Office profile information,software, products or services obtained from this Site.

You may not upload, link to, or otherwise make available, files or any other material or information, including images, photographs, videos, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received written consent to do the same. You agree to pay for all royalties, fees, and other monies owed to any person or entity by uploading, linking to, or otherwise making available files or any other material or information.

8. User Submitted Content.

We may provide you with access to our Idea Manager Feedback site ("Feedback site") to communicate with others regarding the use and features of the Metrolist.com and PrimeAccess sites. You are responsible for any messages, reviews, text, photos, videos, graphics, code, or other content or materials (the "User Content") that you post, submit, publish, display or link to within the Feedback site.

You acknowledge that the Feedback site is for public and not private communications, and that you have no expectation of privacy with regard to any submission to the site. We cannot guarantee the security of any information you disclose through the Feedback site; you make such disclosures at your own risk.

You agree that when using the Feedback site you will not:

• Use the Feedback site in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise).
• Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
• Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information.
• Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same. You agree to pay for all royalties, fees, and other monies owed to any person or entity by reason of any Content posted by you on or through the Feedback site.
• Use any material or information, including images or photographs, which are made available through the Feedback site in any manner that infringes any copyright, trademark, patent, trade secret or other proprietary right of any party. You agree to pay for all royalties, fees, and other monies owed to any person or entity by reason of any Content posted by you on or through the Feedback site.
• Upload files that contain viruses, Trojan horses, worms, time bombs, corrupted files, or any other similar software or programs that may damage the operation of another's computer or the property of another.
• Advertise or offer to sell or buy any goods or services for any business purpose, unless such messages have been previously approved in writing by us.
• Download any file posted by another user of the Feedback site that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner.
• Falsify or delete any copyright management information, such as 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.
• Restrict or inhibit any other user from using and enjoying the Feeback site.
• Violate any code of conduct or other guidelines which may be applicable.
• Harvest or otherwise collect information about others, including email addresses.
• Violate any applicable laws or regulations, including Federal, State or local laws, rules or regulations, including Fair Housing Laws.
• Create a false identity for the purpose of misleading others.
• Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of the Feeback site or other user or usage information or any portion thereof.

Metrolist, Inc. does not claim ownership of the materials you provide to us (including feedback and suggestions) or post, upload, input or submit for review by the general public, or by the members of any public or private community. However, by posting, uploading, inputting, providing or submitting your materials you are granting Metrolist, Inc. permission to use your materials in connection with the operation of our Internet business, including, without limitation, the license rights to: Copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your materials; and to publish your name and country of residence in connection with your materials.

No compensation will be paid with respect to the use of your materials, as provided herein. Metrolist, Inc. is under no obligation to post or use any materials you may provide and may remove any materials at any time in its sole discretion.

You understand that Metrolist, Inc. is only providing a service that allows users to access information that is being made available by others. Metrolist, Inc. does not approve or control the User Content, therefore, you may be exposed to User Content that is offensive, indecent, or objectionable. Metrolist, Inc. does not endorse any particular User Content and does not guarantee the accuracy, integrity or quality of any User Content, and therefore, will not be liable in any way for any loss or damage of any kind that may incur as a result of the use of any User Content. Metrolist, Inc. assumes no responsibility for User Content or for the conduct of the user submitting User Content. Metrolist, Inc., as a provider of interactive services, is not liable for any statements, representations, or User Content, and assumes no responsibility for monitoring the Feedback site for appropriate User Content or conduct and has no obligation to screen, edit, or remove any of the User Content. However, Metrolist, Inc. may monitor, screen, edit, or remove any User Content at any time, for any reason, or for no reason at all. Additionally, we cannot guarantee the authenticity of any data which users may provide about themselves.

9. Liability Disclaimer

You use this Site at your own risk. Your use of the Content provided here is also used at your own risk. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL WE OR ANY OF OUR MEMBERS, AFFILIATES, SUBSCRIBERS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL OR CIRCUMSTANTIAL DAMAGES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SITE, INCLUDING, BUT NOT LIMITED TO, RELIANCE BY YOU ON ANY INFORMATION OR CONTENT OBTAINED THROUGH USE OF THIS SITE OR THAT RESULT FROM MISTAKES, OMISSIONS, DELETIONS OR DELAYS IN TRANSMISSION OF SUCH INFORMATION OR CONTENT, INTERRUPTIONS IN TELECOMMUNICATION OR INTERNET CONNECTION TO THIS SITE, VIRUSES OR FAILURES OF PERFORMANCE, WHETHER CAUSED IN WHOLE OR PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATION OR INTERNET FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO THIS SITE OR RELATED INFORMATION, RECORDS OR PROGRAMS.

10. Warranty Disclaimer

You expressly understand and agree that this Site and the information available through this Site are provided on an "as is" "as available" basis. Metrolist does not warrant that this Site will be uninterrupted or error-free, and Metrolist makes no warranty as to the accuracy, completeness, authenticity, or reliability of any information or Content available through the Site. Metrolist expressly disclaims any and all warranties of any kind with respect to the Site and the information available through the Site, including but not limited to any implied warranties of expectation of privacy, merchantability or fitness for a particular purpose. This Site and the information available through this Site are always subject to change.

11. No Personal Advice

The information contained in or made available by this Site does not and is not intended to convey any form of personal advice to you regarding the sale or purchase of real property or of any other matter. The information here cannot replace or substitute for the professional advice of a licensed real estate professional to answer any questions and help you understand and use the information available through this Site.

12. Changes to the Site

Metrolist may make changes or improvements to the Content, information, services, products or other materials on this Site at any time without notice.

13. Privacy Policy

We are committed to protecting your privacy and security and have explained in detail what we do in our Privacy Policy. Please read it.

14. Jurisdictional Issues

We operate and control our Site from our offices in Greenwood Village, Colorado in the United States of America. We do not represent that materials on this Site are appropriate for use in other locations. Persons who access this Site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

15. Responsibility Under the CAN-SPAM Act

The Metrolist PrimeAccess website may allow you to send email messages including, but not limited to, financial reports, CMA reports, and other reports. You acknowledge your responsibility under, and compliance with, the CAN-SPAM Act (15 U.S.C. 7701, et seq.), and the rules interpreting the act, and hold Metrolist, Inc. harmless from any and all liability arising thereunder from your use of the email features of the PrimeAccess website.

16. Miscellaneous

These Terms and Conditions will be governed by and construed in accordance with the laws of the State of Colorado without regard to principles of conflicts of laws, and be limited to the exclusive jurisdiction and venue of the state or federal courts located in Arapahoe County, Colorado and shall benefit and be binding upon the parties hereto and their respective successors and assigns You agree that any action at law or in equity that arises out of or relates to these Terms and Conditions or use of this Site will be subject to binding arbitration in accordance with the American Arbitration Association and will be arbitrated in Greenwood Village, Colorado.

If any of these Terms and Conditions are found to be unlawful, void, or for any reason unenforceable, that provision will be considered severed from the remaining provisions and will not affect the validity or enforceability of the remaining provisions.

This is the entire Agreement between you and us governing your access to, dealings with, and use of this Site.

Any failure by Metrolist to assert any rights it may have under this agreement does not constitute a waiver of our right to assert the same or any other right at any other time or against any other person or entity.

This Agreement may be modified only by our posting of changes to these Terms and Conditions. Any inquiries regarding these Terms and Conditions of use should be directed to: privacy@metrolist.com.

17. RPR Terms of Use

Warranties

RPR warrants that the RPR Tax Data available through the API will be as current and complete as the same data is on the RPR Site. You understand and agree that: (a) availability, completeness, and format of data elements varies from county to county; (b) the presence of specific data content does not necessarily ensure completeness or accuracy of such data; and (c) RPR cannot warrant the accuracy of any data. You may notify RPR of purported errors in the RPR Tax Data, and, in response, RPR will research such matter(s) and, if possible, correct the RPR Tax Data.

EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, THE API, RPR TAX DATA, AND RPR BRAND & LINKS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND RPR EXPRESSLY DISCLIAMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED MATERIALS AND THE MEDIUM ON WHICH THEY ARE PROVIDED TO YOU, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR UNINTERRUPTED OR ERROR-FREE ACCESS OR USE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY RPR OR ANY OF ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTIES TO YOU PROVIDED HEREIN.

Limitation of Liability and Indemnification

Except as otherwise expressly set forth in the Applicable Terms, RPR, any company affiliated with RPR, or any officer, director, employee, agent, subcontractor, successor or assign of RPR or any such company shall not be liable to you for any loss, injury, claim, liability or damage of any kind resulting in any way from (a) error or omissions in the API or RPR Tax Data; (b) use of the API or RPR Tax Data by you or any party receiving any RPR Tax Data from you directly or indirectly; or (c) the content of the RPR Tax Data as provided by RPR through the RPR Site and under the Applicable Terms.

RPR's entire liability and your exclusive remedy with respect to any dispute with RPR regarding the API or RPR Tax Data is to discontinue your use of the API and RPR Tax Data. To the fullest extent allowed by applicable law, you hereby waive, disclaim, and release RPR, its parent the National Association of REALTORS®, any subsidiaries and affiliates, and their respective officers, directors, employees, agents, successors, and assigns, from all claims of any kind (specifically including any and all claims for actual, direct, indirect, incidental, consequential, punitive or exemplary damages, attorneys' fees and costs, or claims for interest, even if RPR is advised of the possibility of such damages), related to, in connection with, or arising from, directly or indirectly, your access to (or inability to access) the API; or the use of the RPR Tax Data or information provided through the RPR Site and the Applicable Terms.

You agree to defend, indemnify and hold harmless RPR, its licensors, and their respective directors, officers, employees, and agents from and against all claims and expenses, including attorneys' fees, arising out of your or your Participants'/Subscribers' use of the API or RPR Tax Data. RPR reserves the right, at its own expense and in its sole discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In that event, and only in such event, you shall have no further obligation to provide indemnification for RPR in that matter.