LICENSE AGREEMENT AND TERMS OF USE

       By accepting this agreement, you agree to the following terms and conditions (the “Agreement”) governing your use of the Realfast online real estate forms generation service (the “Online Service") and your use of real estate form generation software downloaded from Realfast (the "Downloaded Software"), AS APPLICABLE, and further agree to be legally bound by Realfast's policies on privacy, security, payment, and use of the Online Service and Downloaded Software ("Web Terms"), as they may be amended from time to time in accordance with these terms and conditions.  These terms and conditions, any additional terms you may indicate during the ordering or account maintenance processes from time to time ("Order Form"), and the Web Terms make up the entire agreement between you and Realfast, Inc.

       If you are entering into this agreement on behalf of a corporation, limited liability company, or other entity, you represent that you have the authority to bind such entity to this agreement, in which case the terms "you" or "your" shall refer to such entity.

      Realfast may be referred to in this agreement and elsewhere in connection with the online service and the downloaded software as "us", "we", and "our".

1     License Grant & Restrictions.  Upon your completion of the initial Order Form, we grant you a non-exclusive, non-transferable, right to use the Online Service or the Downloaded Software, as applicable, solely for your own internal business purposes, subject to the terms and conditions of this Agreement.  We hereby expressly reserve all rights not expressly granted to you herein.   In furtherance and not in limitation of this reservation of rights, you shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Online Service, the Downloaded Software, the Realfast Technology, or the Content in any way; (ii) modify or make derivative works based upon the Online Service, the Downloaded Software, the Realfast Technology, or the Content, except to the extent that portions of the Forms may be edited by the end-user in accordance with Realfast's design of such Forms; (iii) create Internet "links" to the Online Service, post any Content on any Internet website, or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Online Service or the Downloaded Software in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphical elements of the Online Service, or the Downloaded Software, or (c) copy any ideas, features, functions or graphical elements of the Online Service or the Downloaded Software. The right to use the Online Service or the Downloaded Software is not perpetual, and shall expire at the end of the term of this Agreement as provided herein, unless renewed in accordance with this Agreement and the Web Terms.  Only individual Users who have User licenses purchased by you using an Order Form may use the Online Service and the Downloaded Software.  User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Online Service or the Downloaded Software.  You may make a reasonable number of copies of the Downloaded Software to exercise your License and for backup purposes.  However, all copies of the Downloaded Software remain our sole property. Your rights in such copies are limited to their use in connection with this Agreement.  You promise to secure and protect all copies as Confidential Information.

2     Order Forms.  The online ordering process enables you to select several different options and requires you to input certain data, and enables you to choose whether you will use the Online Service or the Downloaded Software.  With respect to the Online Service or the Downloaded Software, as applicable, from time to time, you may also change your user preferences, number of users, level of bandwidth or storage use, Online Service or Downloaded Software license term, payment options, and other material terms of the Agreement between you and us, utilizing our online systems; these changes and additional orders will become part of this Agreement only when accepted by us.  Information and selections you make during the online ordering process, and any future orders or changes you make using our online systems, are an integral part of this Agreement.  This information and the online ordering process are referred to in this Agreement as the "Order Forms".

3     Web Terms.  Our  policies regarding  privacy, security, technical  requirements, support,  use of the Online Service and Downloaded Forms, Order Forms, and other matters may be viewed at  http://www.realfast.com In this Agreement, these policies are referred to as the Web Terms, and they are an integral part of this Agreement expressly incorporated herein.  We reserve the right to modify the Web Terms in our reasonable discretion from time to time.  When an individual user initially logs on to the Online Service or downloads the Downloaded Software, the user may be asked whether or not they wish to receive marketing communications from us from time to time.  They may opt out of receiving marketing communications at that time or at any subsequent time by changing their preferences in accordance with the Web Terms.  The Online Service is a hosted, online application, and the Downloaded Software may be updated via downloads from remote servers from time to time in accordance with the terms of this Agreement.  Therefore, we may occasionally need to notify all users of the Online Service or Downloaded Software (whether or not they have opted out as described above) of important announcements regarding the operation of the Online Service or updates to the Downloaded Software. 

4     Modification to Agreement or Web Terms.  We   reserve the right to modify, at our sole discretion,  the terms and conditions of this Agreement or the Web Terms relating to the Online Service or Downloaded Software at any time.  If we do so, we will post a new version of this Agreement or the Web Terms online, accessible from the Online Service user interface and displayed during any download of updates for the Downloaded Software. You are responsible for regularly reviewing this Agreement and the Web Terms. If you continue to use the Online Service or if you download updates for the Downloaded Software after any such change, such continued use constitutes your consent and agreement to be bound by such changes.  We are not obligated to inform you prior to making changes to this Agreement or the Web Terms, although we may, in our discretion, choose to do so from time to time; any such discretionary notice shall not create a right to notices in the future. 

5     Conflicts.  Any inconsistency between the terms of this Agreement and an Order Form will be resolved in favor of the Order Form, but inconsistencies between the Web Terms and this Agreement or an Order Form will be resolved in favor of the Agreement or the Order Form, as applicable.  Inconsistencies between Order Forms will be resolved in favor of the most recent Order Form.

6     Your Responsibilities.  You are responsible for all activity undertaken by any person or entity that accesses the Online Service, or uses the Downloaded Software, using any of your User accounts.  You must abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Online Service or the Downloaded Software, including those related to data privacy, international communications and the transmission of technical or personal data, real estate practice, real estate law, and the conduct of real estate transactions.  You shall: (i) notify us immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to us immediately and use reasonable efforts to stop immediately any copying or distribution of Content or Downloaded Software that is known or suspected by you or your Users; (iii) refrain, and cause all persons accessing User accounts assigned to you to refrain from utilizing the Online Service, the Downloaded Software or the Content to engage in illegal activity, including the use of the Online Service to store any Customer Data used in illegal activity or that itself is unlawful or the use of the Downloaded Software to engage in or facilitate illegal activity; and (iii) not provide any false information to gain access to or use the Online Service or to download (initially or with respect to updates) the Downloaded Software. 

7     Account Information and Data. We do not own any data, information or material that you submit to the Online Service in the course of using the Online Service ("Customer Data").  You, not Realfast, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to the use, of all Customer Data, and we are not responsible or liable for the deletion, disclosure, correction, destruction, damage, loss or failure to store or back up any Customer Data. We reserve the right to withhold, remove and/or discard Customer Data without notice if you breach this Agreement, including, without limitation, your failure to make timely payment.

8     Term.  The Initial Term will be as you elect using the initial Order Form, commencing on the date you agree to pay for the Online Service by completing the initial Order Form or otherwise.  Upon the expiration of the Initial Term, you may renew this Agreement, with our consent, for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at our then current fees.  The Initial Term, and any additional or renewal terms during which the license granted hereunder is in effect, are referred to herein as the “License Term”.

9     Support for Downloaded Software.  Updates for Downloaded Software will be provided to you free of charge during the License Term.  Thereafter, updates and support for the Downloaded Software will cease to be provided free of charge, without regard to whether you have renewed the term of this Agreement.  In order to obtain continuing updates after such date, you will be required to purchase a license and download a new version of the Downloaded Software.  Technical support for Downloaded Software will be provided in accordance with the Web Terms.

10     Intellectual Property Ownership; Confidentiality; Protection of Rights.

     10.1          Ownership. Realfast alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Realfast Technology, the Content, the Online Service, and the Downloaded Software.  Realfast alone shall also own any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Realfast Technology, the Content, the Online Service, and the Downloaded Software ("User Suggestions"), and you hereby assign to Realfast, to the extent allowed by applicable law, any and all Intellectual Property Rights whatsoever that you may have with respect to such User Suggestions, and to the extent such Intellectual Property Rights are not assignable, you hereby unconditionally grant to Realfast an exclusive (without reservation), perpetual, irrevocable, worldwide, fully-paid license, with the right to sublicense through multiple levels of sublicensees, under any and all such rights (i) to reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally transmit, and otherwise use the User Suggestions in any medium or format, whether now known or hereafter discovered, (ii) to use, make, have made, sell, offer to sell, import, and otherwise exploit any product or service based on, embodying, incorporating, or derived from the User Suggestions, and (iii) to exercise any and all other present or future rights in the User Suggestions; and (b) to the extent you cannot (as a matter of law) make such license grants, then you unconditionally and irrevocably waive the enforcement of such rights and all claims and causes of action of any kind against Realfast, its customers, resellers, distributors, partners, affiliates and their respective licensors and licensees, with respect to all Intellectual Property Rights in the User Suggestions. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Downloaded Software, the Online Service, the Realfast Technology, the Content, or the Intellectual Property Rights owned by Realfast. The "Realfast" and "Realfast.com" names, the "Realfa$t" and "Realfa$t.com" logos, and all product names associated with the Online Service and the Technology are the proprietary intellectual property of Realfast, some of which are registered trademarks of Realfast or of third parties, and no right or license is granted to use any of them.

     10.2          Confidentiality and Protection of Rights. Each party agrees to secure and protect the other’s Confidential Information. Confidential Information may be disclosed only to employees and consultants with a need to know, who have been advised of the confidential nature of the information, and who have agreed in writing to maintain the confidential nature of the information. In no event may either party use less than reasonable efforts in fulfilling these obligations. Because the unauthorized use, transfer or disclosure of our Confidential Information will (1) substantially diminish the value of our Confidential Information; (2) render inadequate our remedy at law for such unauthorized use, disclosure or transfer; and (3) cause irreparable injury in a short period of time, if you breach any of your obligations under this Section, we will be entitled to equitable relief to protect our interests, including, but not limited to, preliminary and permanent injunctive relief. If you become aware of any unauthorized possession or use of, or access to, any Downloaded Software or the Online Service, you must notify us as soon as possible, and promptly furnish us with full details of the situation, assist in preventing any recurrence thereof, and cooperate at our expense in any litigation or other proceedings reasonably necessary to protect our intellectual property rights. We have the right, in our sole discretion, to prosecute lawsuits against third persons for infringement of our intellectual property rights in the Downloaded Software, Online Service, the Content, the Realfast Technology, and our other Confidential Information.  You shall not prosecute lawsuits against third persons for infringement of any person's intellectual property rights in our Confidential Information without our prior written consent.

     10.3           Survival. Your obligations under this Section will survive the termination of this Agreement or of any license granted under this Agreement for whatever reason.

11     Third Party Interactions.During use of the Online Service, or during the process or of purchasing a license or downloading updates for the Downloaded Software, you may contact or be contacted by, purchase goods and/or services from, or participate in promotions of, advertisers or sponsors marketing their goods and/or services through the Online Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third party. We and our licensors shall have no liability, obligation or responsibility for any such contact, purchase or promotion between you and any such third party. We do not endorse any sites on the Internet that are linked through the Online Service or Downloaded Software.  We provide these links to you only as a matter of convenience, and in no event shall we or our licensors be responsible for any content, products, or other materials on or available from such sites.  We provide the Online Service and the Downloaded Software to you pursuant to the terms and conditions of this Agreement.  You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services. 

12     Charges and Payment of Fees.  You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable.  These charges will be calculated during the ordering process, and will take into account the number of total User licenses, and, with respect to the Online Services, the total amount of bandwidth and data storage space use selected by you in the Order Form, based on applicable User license, bandwidth, and data storage space rates then in effect.  Payments shall be made as mutually agreed upon in accordance with the Order Form.  You are responsible for paying for all User licenses ordered for the entire License Term, whether or not such User licenses are actively used.  Furthermore, if in using the Online Service you utilize bandwidth or data storage space in any given month in excess of the amount selected in your most recent Order Form, you will be invoiced for such excess use at the rates for excess bandwidth and data storage space use then in effect.  You must provide us with valid credit card information as a condition to signing up for the Online Service or downloading the Downloaded Software.  You may add User licenses, additional amounts of bandwidth and data storage space use, or lengthen terms of Online Service access or the Downloaded Software license using a new Order Form.  Any such additions will be subject to the following terms: (i) added User licenses will be coterminous with the License Term then in effect (either the Initial Term or a lengthened or renewal term); (ii) the fees for the added user licenses, bandwidth, data storage space, or License Term will be the then current, generally applicable Online Service or Downloaded Software fees; and (iii) additions ordered in the middle of a billing month will be charged in full for that billing month. We reserve the right to modify our fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail or by posting on the interface of the Online Service.

13     Excess Bandwidth and Data Storage Fees for the Online Service.  You will select on your initial Order Form the maximum data storage space provided to you and the amount of monthly bandwidth available for your use in accessing the Online Service, in such increments as we may offer from time to time, and you may modify these amounts, for the fees then in effect, using subsequent Order Forms.  Thereafter, we will determine the amount of data storage and bandwidth actually utilized by you on a monthly basis. If the amount of data storage or bandwidth used in any given month exceeds the amounts you selected in the Order Form currently in effect, you will be charged the then-current excess data storage and/or bandwidth usage fees.  We will use reasonable efforts to notify you when the average storage or bandwidth you are using reaches approximately 90% of the maximum; however, any failure to so notify you shall not affect your responsibility for such additional data storage or bandwidth use charges.  We reserve the right to establish or modify our general practices and limits relating to storage of Customer Data and bandwidth use.

14     Billing.  We charge and collect in advance for use of the Online Service and the Downloaded Software.  If you choose to renew this Agreement for additional terms (as set forth herein), we will bill your credit card as mutually agreed upon pursuant to an Order Form.  The renewal charge will be calculated using the amount of total User licenses, bandwidth use, and data storage limits selected in the Order Form then in effect, at the Online Service fees in effect for these items at the time of renewal. Fees for other services will be charged on an as-quoted basis. Our fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on our income.

     14.1           You agree to provide us with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, name and telephone number of an authorized billing contact, and valid credit card information. You agree to update this information within 30 days of any changes. If the contact information you have provided is false or fraudulent, we reserve the right to terminate your access to the Online Service or the Downloaded Software in addition to any other legal remedies.  Unless we, in our discretion, determine otherwise, you will be billed in U.S. dollars. 

     14.2           If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.  Failure to so contact us shall be deemed a full and complete waiver of your rights to any remedy on account of any such incorrect bill, and such bill will be deemed conclusive for all purposes.

15     Termination, Non-Payment and Suspension. 

     15.1           Non-Payment and Suspension of Online Services.  In addition to any other rights granted to us herein, we reserve the right to suspend or terminate this Agreement and your access to the Online Service if your account becomes delinquent (falls into arrears), including delinquency in payment for excess data storage or bandwidth usage. Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses, data storage and bandwidth, at the prices documented under the Order Form then in effect, during any period of suspension. If you or we initiate termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with this Agreement. You agree that we may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees. We reserve the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Online Service. 

     15.2          Termination upon Expiration/Reduction in Number of Licenses.  Either party may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. In the case of free trials of the Downloaded Software or Online Services, notifications provided through the Online Service or by other means indicating the remaining number of days in the free trial shall constitute notice of termination. 

     15.3          Termination for Cause.  In our sole discretion, we may terminate your password, account, use of the Online Service and access to Customer Data, or activate the software protection procedures contained in the Downloaded Software, if you breach or otherwise fail to comply with any of the terms or conditions of this Agreement, the Web Terms, or the Order Form.  In addition, we may terminate a free or trial account at any time in our sole discretion.

16     Events Upon Termination. 

     16.1          Obligations Upon Termination.  If a license granted under this Agreement is terminated or expires, you must (i) immediately stop using the Downloaded Software or the Online Service, and (ii) return any Confidential Information associated with the Downloaded Software or Online Service that you do not otherwise have a right to retain. At our request, you must provide us with a complete schedule of all inventory of Downloaded Software then on hand, including all copies, whether stored in removable storage media or installed on non-removable hard drives (the "Inventory"). Upon the end of the License Term or termination of this Agreement, you must immediately return the entire Inventory to us, or provide proof satisfactory to us of the destruction of the Inventory, including removal of the Downloaded Software from all computer systems. Termination or expiration of this Agreement will not restrict either party from pursuing any remedies available to it.

     16.2          Software Protection Procedures.  The Downloaded Software contains software protection procedures which, in the event of unauthorized use of the Downloaded Software or the termination of this Agreement, may limit access to the Downloaded Software or which may limit the number of users having access to the Downloaded Software.  You agree not to tamper with, deny us access to, or otherwise attempt to circumvent such software protection procedures.  The software protection procedures contained in the Downloaded Software will only limit access to the Downloaded Software and will not destroy any of your programs or data.  If the software protection procedures have been enabled when this Agreement is still in effect, and you are not conducting any unauthorized use, we will, on a highest priority basis, assist you in returning to normal operations at no charge to you. Unauthorized use may include, but is not limited to, access to the software in excess of your licensed number of Users and late or non-payment of License Fees, services or other monies due to us.

     16.3          Return of Customer Data.  In the event this Agreement is terminated (other than by reason of your breach), we will make your Customer Data available to you in pdf format (or other format then used by the Realfast Technology to store Customer Data) within 30 days of termination if you so request at the time of termination.  The files comprising the Customer Data will be supplied with the file names applied to the Customer Data by the Realfa$t Technology.  We do not represent that the Customer Data returned to you in this form will be identifiable or will conform to an indexing or categorization system in common use.  In our discretion, we may allow you to purchase the database indexing keys allowing you to access the Customer Data, but such indexing keys are our proprietary intellectual property and we have no obligation to provide them to you or allow you to buy them. We may also allow you access to the Online Service for the purpose of downloading and removing your Customer Data from the Online Service, at the fees for such access then in effect.  You agree to pay all costs incurred by us in storing Customer Data after termination, or in providing such Customer Data to you, as outlined above.

     16.4          Deletion of Customer Data; Termination for Cause.  You agree and acknowledge that Realfast has no obligation to retain the Customer Data, and may irretrievably delete such Customer Data, more than 30 days after termination. You agree and acknowledge that we have no obligation to retain the Customer Data whatsoever, and may irretrievably delete such Customer Data, if you have materially breached this Agreement, or if this Agreement is terminated for cause, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

17     Express Representations and Warranties.

     17.1          Representations & Warranties of the Parties.     Each party represents and warrants that it has the legal power and authority to enter into this Agreement.  You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Online Service and that your billing information is correct.

     17.2          Limited Product Warranty. We warrant that the Online Service will substantially perform the functions described in the online documentation, under normal use in accordance with the technical specifications described in the Web Terms.  We warrant that the Downloaded Software will substantially perform the functions described in the online documentation, under normal use in accordance with the technical specifications described in the Web Terms or documentation delivered with the Downloaded Software.

     17.3          Remedies. For any breach of the limited warranty described in the preceding section, your sole and exclusive remedies and our entire liability and obligations will be as follows: upon a breach of the limited warranty, we will use reasonable efforts to correct documented, reproducible errors and defects to make the Online Service or Downloaded Software operate as warranted.

     17.4          Additional Warranties. We also warrant that (a) we are the sole owner of all right, title and interest in and to the Online Services, the Downloaded Software, the Realfast Technology, and the Content, or if we are not the sole owner of such rights, that we are an authorized licensee of such rights; and (b) the Online Services, the Downloaded Software, the Realfast Technology, and the Content will not violate or infringe patents, copyrights, or trade secrets of any third party in the United States.

18     Warranty Disclaimers.

     18.1.1        DISCLAIMER.  THIS AGREEMENT PROVIDES ONLINE SERVICES AND LICENSES TO USE SOFTWARE AND IS NOT A SALE OF GOODS. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS AGREEMENT AND ANY IMPLIED WARRANTIES REQUIRED BY LAW: (i) EXCEPT AS SET FORTH IN SECTION 17, WE ARE PROVIDING THE ONLINE SERVICE AND THE DOWNLOADED SOFTWARE AS-IS, AND YOU ACCEPT ALL RISK AS TO ITS SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND USE; AND (ii) TOGETHER WITH OUR LICENSORS, WE EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING THE IMPLIED WARRANTIES OF TITLE AND NON-INFRINGEMENT, MERCHANTABILITY, ACCURACY, SYSTEM INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF WE HAVE BEEN INFORMED OF SUCH PURPOSE) AND COMPATIBILITY.   NONE OF OUR AGENTS ARE AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS SET FORTH HEREIN.  You hereby represent and warrant to us that you have conducted your own independent evaluation of the Online Service and the Downloaded Software and have made your decision to enter into this Agreement and access the Online Service or license the Downloaded Software solely upon the basis of such evaluation, and not upon the basis of any representations or warranties made by use or our agents, employees or representatives. You hereby acknowledge that the use of the Online Service or Downloaded Software to process, store, and organize information and documents that are sensitive, confidential, or required to conduct business operations is undertaken entirely at your own risk.  WE MAKE NO WARRANTY AS TO THE ADEQUACY OR CAPACITY OF THE LICENSED SOFTWARE TO ATTAIN SOME OR ALL OF YOUR PERFORMANCE OBJECTIVES. THE ONLINE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS.  WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. 

      18.1.2        SPECIFIC DISCLAIMER REGARDING USE OF FORMS.  You hereby acknowledge that the forms generated by the Online Service or Downloaded Software, including any instructions provided for the use of such forms, do not constitute legal or financial advice or the conduct of real estate transactions for which a license is required in any state, and they do not substitute for the advice of an attorney, financial professional, or real estate agent or broker licensed in your state.  Realfast is not, and does not represent that it is, licensed to practice law, provide financial advice, or act as a real estate agent or broker in any state.  WITH RESPECT TO THE FORMS GENERATED BY THE ONLINE SERVICE OR THE DOWNLOADED SOFTWARE, WE MAKE NO WARRANTY AS TO (i) THE ADEQUACY OR COMPLETENESS OF ANY FORM FOR COMPLIANCE WITH ANY STATE OR FEDERAL LAW AFFECTING REAL ESTATE TRANSACTIONS OR ANY OTHER TRANSACTION IN WHICH THE FORMS MAY BE USED BY YOU; OR (ii) THE ENFORCEABILITY OF ANY CONTRACT AMONG ANY PARTIES WHATSOEVER PURPORTED TO BE MEMORIALIZED IN OR SUPPLEMENTED BY ANY FORM.  You are solely responsible for the use and content of any form generated using the Online Service or the Downloaded Software, and for obtaining proper review and approval of such forms by attorneys, financial professionals, and/or real estate agents and brokers, properly licensed in all relevant jurisdictions.

     18.1.3        LIMITATION OF LIABILITY.  YOU ACKNOWLEDGE AND AGREE THAT THE CONSIDERATION WE ARE CHARGING HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR US TO ASSUME THE RISK OF YOUR CONSEQUENTIAL OR INCIDENTAL DAMAGES WHICH MAY ARISE IN CONNECTION WITH YOUR USE OF THE ONLINE SERVICE OR THE DOWNLOADED SOFTWARE. ACCORDINGLY, YOU AGREE THAT WE ARE NOT RESPONSIBLE TO YOU OR TO ANY OTHER PARTY FOR ANY LOSS OF PROFIT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF THE LICENSING OR USE OF THE ONLINE SERVICE, DOWNLOADED SOFTWARE, ANY DOCUMENTATION ASSOCIATED THEREWITH, OR ANY FORM OR OTHER PRODUCT GENERATED THEREBY. Any provision herein to the contrary notwithstanding, our maximum liability to any person, firm or corporation whatsoever arising out of or in connection with any license, use or other employment of any Online Service or Downloaded Software delivered to you hereunder, whether such liability arises from any claim based on breach or repudiation of contract, warranty, tort or otherwise, shall in no case exceed the actual price paid to us by you for the Online Service or Downloaded Software whose license, use, or other employment gives rise to the liability. The essential purpose of this provision is to limit our potential liability arising out of this Agreement. The parties acknowledge that the limitations set forth in this Section are integral to the amount of consideration levied in connection with the license of the Online Service or Downloaded Software and any services rendered hereunder and that, if we assumed any further liability other than as set forth herein, such consideration would of necessity be set substantially higher.

     18.1.4       THIRD PARTY DISCLAIMERS. OUR LICENSORS AND THIRD PARTY VENDORS SUPPLY CODE THAT WE HAVE INTEGRATED WITH THE ONLINE SERVICES AND DOWNLOADED SOFTWARE.  THESE LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED. NOTWITHSTANDING THIS FACT, THE EXPRESS WARRANTIES WE GIVE YOU IN SECTIONS 18.1 AND 18.3 EXTEND TO THE CODE SUPPLIED BY THOSE VENDORS, AS IT IS INCLUDED IN THE LICENSED SOFTWARE. 

19     Indemnity. 

     19.1       Infringement.  If an unaffiliated third party claims that the Online Service or Downloaded Software infringes that party’s intellectual property rights, we will, at our expense, defend you against that claim and pay all costs, damages, and attorneys’ fees that a court awards, provided that, we are given (i) prompt written notice of the claim; (ii) all necessary assistance, information and authority to defend the claim and perform our obligations under this Section; and (iii) sole control of the defense of such claim and all associated negotiations.  If such a claim is made or, in our opinion is likely to be made, you agree to permit us to, in our discretion, enable you to continue to use the Online Service and/or Downloaded Software, to modify it to make it non-infringing, or to replace it with another Online Service that is substantially a functional equivalent.  If we determine, in our discretion, that none of these alternatives is reasonably available, then we may terminate this Agreement for the infringing Online Service and/or Downloaded Software (or portion thereof) and refund the portion of the fees attributable to it, pro rata with respect to the amount of time remaining in the term then in effect. THIS IS OUR ENTIRE OBLIGATION AND LIABILITY REGARDING ANY INFRINGEMENT OR CLAIM OF INFRINGEMENT. We will have no responsibility for any claim of infringement to the extent that the claim is based upon: (a) use of the Online Service or Downloaded Software outside the scope of this Agreement; or (b) assets, information, or Customer Data you use in conjunction with the Online Service or the Downloaded Software.

     19.2       Third Party Action. You agree to defend, indemnify and hold us and our officers, directors, agents and employees, harmless against all costs, expenses and losses (including reasonable attorneys' fees and costs) incurred through claims of third parties against us based on or arising out of your use of the Downloaded Software or Online Services, including any claims caused by, arising from, or in any way associated with Customer Data or the forms generated through your use of the Downloaded Software or Online Services.

     19.3       Additional Rights. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

20     Notice. We may give notice by means of a general notice on the Online Service, electronic mail to your e-mail address on record in our account information, or by written communication sent by first class mail or pre-paid post to your address on record in our account information.  Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email or provided by general notice on the Online Service). You may give notice to us (which shall be deemed given when we receive it) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Realfa$t at the following address: Realfast, Inc, 721-B Granite Street, Frisco, Colorado 80443, addressed to the attention of: Chief  Executive Officer.

21     Assignment. This Agreement may not be assigned by you without our prior written approval, provided, however, that you may assign this Agreement to the purchaser of all or substantially all of your business assets if such purchaser provides valid credit card information and agrees to be bound by this Agreement.  This Agreement may be assigned without your consent by Realfast to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger.  Any purported assignment in violation of this section shall be void.

22     General.  This Agreement shall be governed by North Carolina and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement, the Online Service or the Downloaded Software shall be subject to the exclusive jurisdiction of the state and federal courts located in Greensboro, North Carolina. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement; any order forms or purchase orders generated by you and supplied to us are for your own internal purposes only. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and us as a result of this agreement or use of the Online Service or the Downloaded Software. Our failure to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing.

22     Definitions.  As used in this Agreement and in any Order Forms now or hereafter associated herewith:

     23.1       "Agreement" means these online terms of use, any Order Forms, whether written or submitted online, and any Web Terms, as such materials, including the terms of this Agreement, may be updated by Realfast from time to time in its sole discretion;

     23.2       “Confidential Information” means: (i) information of a proprietary or trade secret nature, including but not limited to the Online Service or Downloaded Software, whether in tangible or intangible form, and whether or not stored, compiled physically, electronically, graphically, photographically, or in writing; and (ii) information that that is clearly marked or identified with a legend indicating its confidential or trade secret nature, or that is disclosed orally and identified as confidential at the time of disclosure. Confidential Information does not include information which: (i) is or becomes part of the public domain through no fault of the receiving party; or (ii) can be demonstrated by credible evidence to be either rightfully known to the receiving party prior to the time of its disclosure, or to have been independently developed by the receiving party; or (iii) is required to be disclosed by the receiving party pursuant to a duly authorized subpoena, court order, or government authority, provided that the receiving party has provided prompt written notice and assistance to the disclosing party prior to such disclosure, so that such party may seek a protective order or other appropriate remedy to protect against disclosure.

     23.3       "Content" means the audio and visual information, documents, software, products and services contained or made available to you, and the forms generated in electronic or printed format for your use, in the course of using the Online Service or the Downloaded Software;

     23.4       "Customer Data" means any data, information or material provided or submitted by you to the Online Service in the course of using the Online Service or the Downloaded Software;

     23.5       "Downloaded Software" means the proprietary software developed and owned by Realfa$t for the purpose of generating form documents for the real estate industry, which software is downloaded and installed on your computer(s) pursuant to the terms of this Agreement, and/or ancillary services rendered to you by Realfast, to which you are being granted access under this Agreement, including the Realfa$t Technology and the Content;

     23.6       "Initial Term" means the initial period during which you are obligated to pay for the Online Service or Downloaded Software equal to the billing frequency selected by you in the Initial Order Form (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter);

     23.7       "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;

     23.8       “License Term” means the Initial Term and any renewal or additional terms during which the license granted herein is in effect and has not been terminated in accordance with this Agreement.

     23.9       "Online Service(s)" means the specific edition of Realfast's online real estate forms generation service, or other services identified during the ordering process, developed, operated, owned and maintained by Realfast, accessible via http://www.realfastol.com or another designated web site or IP address, or ancillary services rendered to you by Realfast, to which you are being granted access under this Agreement, including the Realfast Technology and the Content;

     23.10       "Order Form(s)" means the form, ordering process, or series of selections and input evidencing the initial subscription for the Online Service or purchase of a license to use the Downloaded Software, and any subsequent order forms submitted online or in written form, specifying, among other things, the number of user licenses, amount of bandwidth and data storage, and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement;

     23.11      "Realfast" means Realfast, Inc., having its principal place of business at Realfast, Inc., 721-B Granite Street, Frisco, Colorado 80443; or other locations designated as an office;

     23.12      "Realfast Technology" means all of Realfast’s proprietary technology  (including  software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Realfast in providing the Online Service or the Downloaded Software;

     23.13      "User(s)" means you, your employees, representatives, consultants, contractors or agents who are authorized to use the Online Service or the Downloaded Software and have been supplied user identifications and passwords by you (or by Realfast at your request).

24     Questions or Additional Information.  If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to support@realfast.com .