Subscription Service Agreement

PLEASE READ THIS SUBSCRIPTION SERVICE AGREEMENT CAREFULLY. If you do not agree to all the terms and conditions of this Agreement, then you should immediately stop using your the Rezora Site and Service.

This Subscription Service Agreement (the "Agreement") is entered into between Rezora LLC ("Rezora") and the named person or entity who successfully completes the Rezora on-line subscription enrollment process ("Subscriber"), as of the date that the Subscriber completes the online Subscriber Sign Up Form (the "Effective Date").

Rezora provides certain online services for use in the creation, launch, and management of online e-mail campaigns known as Rezora through the web site located at http://www.rezora.com (the "Site"). This Agreement provides Subscriber with the ability to obtain access to those services (the "Hosted Services") as well as other related services (collectively with the Hosted Services, the "Services") by completing the registration and sign-up process required by Rezora (an "Order"). An Order will require a written order form if the subscription is requested by an enterprise. Rezora is willing to accept Orders from Subscriber for Hosted Services and other Services, and provide Subscriber with access to and use of such Hosted Services and other Services, subject to the terms of this Agreement.

This Agreement consists of the following, all of which are incorporated in and made a part of this Agreement: (1) the Subscriber Sign Up Form accessed through the Site; (2) the following Terms and Conditions; (3) the Orders; and (4) all other Rezora documents referenced in the Terms and Conditions. All terms used in this Agreement will have the definitions given in this Agreement or, if not defined in this Agreement, will have their plain English meaning as commonly interpreted in the United States. Unless otherwise amended as provided herein, this Agreement will exclusively govern all access by Subscriber to and use of the Services and the Site and is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties, regarding access to and use of the Services by Subscriber. Except as expressly set forth in this Agreement, this Agreement may be amended or modified only by a writing signed by both parties. All waivers under this Agreement must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

Terms and Conditions

1. TERM.
The term of this Agreement will begin on the Effective Date and, unless earlier terminated, will terminate one (1) year from the Effective Date (the "End Date"), provided that, upon the End Date the term of this Agreement will automatically renew for successive additional one (1) year renewal terms unless Subscriber notifies Rezora that Subscriber does not wish to renew the Agreement at least sixty (60) days prior to the end of the initial term or the then-current renewal term.

2. ORDERS.
All Orders are valid only if accepted by Rezora and once accepted by Rezora will be governed by the terms of this Agreement. If the terms of any Order conflict with the terms of this Agreement, the terms of this Agreement will govern and control with respect to that Order and the Services provided and performed under that Order.

3. HOSTED SERVICES.
Subject to this Agreement, Rezora will provide Subscriber with a limited right to access and use the Hosted Services during the term of this Agreement solely for purposes of Subscriber's own internal business use. Subscriber's rights are personal, non-exclusive, non-transferable and non-sublicensable. Subscriber understands that Rezora may from time to time update, change or revise the Hosted Services (or the Site), and that all such updates, changes and revisions will be deemed part of the Hosted Services (and Site) for all purposes of this Agreement.

4. ACCOUNTS.
Subscriber may access the Hosted Services through the number of individual accounts purchased by or on behalf of Subscriber (each, an "Account"). Subscriber will be provided with a user identification and password applicable to each Account (an "Account ID"). Each Account ID is personal in nature and may be used only by a single designated employee or contractor of Subscriber (or their designated assistants) (such individual, as applicable, the "User" of the Account). Subscriber is solely responsible for all use of the Hosted Services through each Account and for compliance by each User with the applicable terms of this Agreement. Subscriber will ensure the security and confidentiality of each Account ID and will notify Rezora immediately if any Account ID is lost, stolen or otherwise compromised. Subscriber acknowledges that Subscriber is fully responsible for all liabilities and damages incurred through the use of each Account ID (whether lawful or unlawful) and that any transactions completed through any Account or under any Account ID will be deemed to have been lawfully completed by Subscriber. Rezora will not be liable for the foregoing obligations or the failure by Subscriber to fulfill such obligations. Subscriber will be responsible for acquiring, installing and maintaining all hardware, software, and other equipment necessary for Subscriber and each User to connect to, access, and use the Hosted Services and the Site and, unless set forth in an Order, for all set-up and configuration of the Hosted Services. Rezora reserves the right to refuse registration of, or cancel, accounts it deems inappropriate.

5. RESTRICTIONS.
5.1 Use of the Technology. The Hosted Services, the Site and the databases, software, hardware and other technology used by or on behalf of Rezora to provide the Hosted Services and operate the Site (the "Technology") and their structure, organization, and underlying data, information and source code constitute valuable proprietary information and trade secrets of Rezora. Subscriber will not, and will not permit any User or third party to: (1) access or use the Hosted Services or the Site, in whole or in part, except as expressly provided in this Agreement; (2) alter, modify, reproduce, or create derivative works of the Hosted Services or Technology; (3) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of Subscriber's rights to access or use the Hosted Services, including, without limitation, providing outsourcing, service bureau, hosting, application service provider or on-line services to third parties, or otherwise make the Hosted Services , or access thereto, available to any third party; (4) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or method of operation of, or any trade secrets embodied, in the Hosted Services or the Technology (except to the extent the restriction of any of the foregoing is prohibited by applicable law); (5) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Site, Hosted Services or Technology; or (6) interfere in any manner with the operation or hosting of the Site, Hosted Services or Technology, or attempt to gain unauthorized access to the Site or the Hosted Services.

5.2 Rezora Terms of Service, Privacy Statement, Email and Anti-Spam Policies. All Hosted Services are provided subject to Rezora's then-current terms of service, privacy, email and spam policies for the Services posted on the Site. For clarity, the such policies which accessible through the Site are incorporated into and form an integral part of this Agreement. Rezora may change any such policies applicable to this Agreement by posting the changes to the Site or otherwise notifying Subscriber through the Services of the change, such changes to take effect upon such notice. Subscriber is responsible for regularly reviewing such policies for changes that are posted from time to time. If Subscriber does not agree to such changes, then Subscriber must immediately notify Rezora and this contract will be deemed terminated on the date of such notification. Subscriber will not allow any access to or use of the Hosted Services by anyone other than Subscriber's authorized Users, and any such use will be consistent with the terms, conditions and restrictions set forth in this Agreement and all such policies. Subscriber will not access or otherwise use third party mailing lists in connection with preparing or distributing unsolicited e-mail to any third party.

5.3 Inappropriate Usage. Although Rezora has no obligation to monitor the content provided by the Subscriber or its use of the Services, Rezora may do so and may remove any such content or prohibit any use of the Services it believes may be (or is alleged to be) in violation of this Section.

6. SUPPORT SERVICES.
6.1 Customer Service. Rezora will provide support for the Hosted Services only as set forth in the applicable Order. Unless otherwise agreed to in writing by Rezora, Subscriber will not permit any third party to perform or provide any support services with respect to the Hosted Services on behalf of Subscriber or any User. Rezora does provide limited support through the "support" form at the www.rezora.com site; emails about new support issues may result in a delayed response. Some support issues are outside of Rezora's standard support capabilities, and such issues may be unable to be resolved. In other cases, support may be quoted to the requester on an individual basis and charged at Rezora's then prevailing consulting rates.

6.2 Web Browser Functionality. Many, but not all, web browsers are supported by Rezora. Subscribers should check back with the Site periodically to see if the desired browser or operating system is supported. It is understood that Rezora makes no guarantee that HTML messages will be rendered properly on all recipients' e-mail programs, due to the wide variety of HTML generation tools available. Rezora makes every attempt to make sure that all e-mail messages sent through our servers follow W3C and IETF e-mail standards, but we cannot guarantee that messages will look consistent across all e-mail platforms due to the number of different HTML composition tools available. For example, if you Subscriber or User uses Microsoft Word to generate HTML e-mail messages, it is expected that recipients of the message using a non-Microsoft e-mail application may have difficulty reading such message. For best results Rezora recommends, but does not guarantee, the use of HTML editors that generate HTML that adheres to W3C standards. Rezora also provides a built-in browser-based HTML editor that may be used to compose an HTML message. This is provided as-is. Rezora makes no guarantee that the HTML generated by the browser-based HTML editor will result in messages that look the same on all e-mail platforms.

7. ADDITIONAL SERVICES.
Rezora will provide Subscriber with additional Services relating to the Hosted Services as set forth in Orders under this Agreement. Rezora will have no obligation to provide any additional Services except pursuant to such Orders. Unless otherwise set forth in an applicable Order, all such additional Services will be charged to Subscriber at Rezora's then-current rates for such Services.

8. FEES AND PAYMENT.
Subscriber agrees to pay Rezora all fees set forth in each Order and any Fees otherwise specified through the Services ("Fees"). A description of current Fees is available for review via the billing information page within Subscriber's online account. All Fees will be billed as indicated in each Order. If the applicable Order does not specify any applicable billing terms, the Fees specified under that Order will be due and payable by Subscriber, in advance on or before any access to, use of or performance of the applicable Services. If Subscriber has specified credit card or direct withdrawal from a bank account as an applicable payment mechanism under this Agreement, Subscriber grants Rezora the right to charge the credit card or debit the bank account provided to Rezora for all Fees incurred under this Agreement. Except as specified herein, all Fees will be non-refundable once paid to Rezora. Until paid in full, all past due amounts will bear an additional charge of the lesser of one and one-half percent (1.5%) per month or the maximum amount permitted under applicable law. Subscriber will reimburse Rezora for all pre-approved costs and expenses incurred by Rezora in the performance of Rezora's obligations under this Agreement. All costs and expenses incurred by Subscriber in connection herewith are the sole responsibility of Subscriber. Rezora may change any portion of the Fees by posting the changes to the Site or otherwise notifying Subscriber through the Services of the change, such changes to take effect at the beginning of the next renewal term of this Agreement. If Rezora requires use of collection agencies, attorneys, or courts of law for collection on any Subscriber Account, Subscriber will be responsible for those expenses. Subscriber will be responsible for payment of all use, sales, and other taxes imposed on the Services provided under this Agreement (and will pay all Fees free and clear of, and without reduction for, any applicable taxes).

9. TERMINATION AND SUSPENSION.
This Agreement may be terminated by either party if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days of notice from the non-breaching party. In addition, Subscriber may terminate this Agreement at any time upon notice to Rezora. Rezora may also terminate this Agreement immediately upon notice to Subscriber: (1) following any breach by Subscriber of Section 3, 4 or 5; or (2) at any time following the End Date for any reason upon ninety (90) days' notice to Subscriber. Without limiting Rezora's right to terminate this Agreement, Rezora may also immediately suspend access to the Site or Services, with or without notice to Subscriber, upon any breach of this Agreement or of applicable law. Upon termination or expiration of this Agreement for any reason: (a) all rights and subscriptions granted to Subscriber under this Agreement will terminate; (b) Subscriber and its Users will immediately cease all use of and access to the Site and Services; (c) all Fees then owed will become immediately due and payable; (d) Subscriber will immediately either return to Rezora or, at Rezora's discretion, destroy the Rezora Information, Account IDs, Rezora Confidential Information, and other information related to this Agreement in Subscriber's or its Users' possession or control; and (e) for a fee, Rezora will make available to Subscriber a copy of all Subscriber data in Rezora's possession in an electronic format and may thereafter delete all such data and other information relating to Subscriber from Rezora's systems. Sections 8, 9, 10, 11, 13, 14, 15, 16, 17 and 18 will survive any expiration or termination of this Agreement.

10. OWNERSHIP.
Rezora retains all right, title and interest, including, without limitation, all IPR (as defined below), in and to the Site, Services, Technology, Rezora Information, and any additions, improvements, updates, or modifications thereto. Subscriber acknowledges that Subscriber is not receiving any ownership interest in or to any of the foregoing, and no right or license is granted to Subscriber to use them apart from Subscriber's right to access the Services under this Agreement. The Rezora name, logo and the product and service names associated with the Services are trademarks of Rezora (or its third party providers), and no right or license is granted to Subscriber to use them. For purposes of this Agreement, "IPR" means any and all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.

11. DATA AND INFORMATION.
11.1 Rezora Information. The Services will provide Subscriber with access to certain text, files, images, graphics, illustrations, forms, templates, information, data, audio, video, photographs and other content ("Information") provided by Rezora and its third party providers through the Services ("Rezora Information"). Subject to this Agreement, each User may: (a) access, store, display and print the Rezora Information (without modification) solely for Subscriber's internal business purposes; and (b) distribute the Rezora Information solely as permitted by the Services. Except as expressly provided in this Agreement, Subscriber will not, and will not permit any User to: (i) alter, modify, reproduce, or create derivative works of the Rezora Information; (ii) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer the Rezora Information, including, without limitation, providing outsourcing, service bureau, commercial hosting, application service provider or on-line services to third parties; or (iii) alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with the Rezora Information. Certain of the Rezora Information includes or is based on Information provided by third party providers ("Third Party Information"). Rezora does not endorse or recommend the Information included in any Third Party Information and is providing the Third Party Information as an administrative service to Subscriber. Rezora uses commercially reasonable measures to ensure that the Third Party Information is reliable, but Rezora cannot and does not verify the accuracy or completeness of the Third Party Information. Rezora does not represent or endorse the accuracy or reliability of any Third Party Information and will not be responsible for the use of any Third Party Information. Subscriber will indemnify and hold harmless Rezora from and against all losses, damages and liabilities (including all costs and expenses) arising out or relating to the Third Party Information or the use thereof by Subscriber, any User or any third party.

11.2 Subscriber Information. Subscriber will be solely responsible for all Content provided or uploaded by, collected or obtained from, Subscriber through the Services, including, without limitation, all Information relating to Subscriber, the Users, or Subscriber's customers or potential customers ("Subscriber Information"). Subscriber grants to Rezora all necessary rights and licenses in and to the Subscriber Information, and any applicable Subscriber trademarks, service marks and logos, necessary for Rezora to provide and perform the Services and any other obligations under this Agreement. Subscriber will not, and will not permit any third parties to, provide Subscriber Information, and Subscriber represents and warrants that none of the Subscriber Information: (a) infringes, misappropriates or violates any IPR of any third party, or is defamatory, harmful to minors, obscene or pornographic; (b) contains any viruses or programming routines intended to damage, surreptitiously intercept or expropriate any system, data or personal information; or (c) is false, misleading or inaccurate. Subscriber will maintain an adequate back-up of all Subscriber Information and Rezora will not be responsible or liable for any deletion, correction, destruction, damage, loss or failure to store or back-up any Subscriber Information. Rezora may take remedial action if any Subscriber Information violates this Section 11.2, provided that Rezora is under no obligation to review any Subscriber Information for accuracy or potential liability. Subscriber represents and warrants to Rezora that Subscriber has all right, title, interest and consent necessary to allow Rezora to use the Subscriber Information for the purposes for which Subscriber provides Subscriber Information to Rezora, including, without limitation, the delivery of any and all emails and other communications. Subscriber will indemnify and hold harmless Rezora from and against all losses, damages and liabilities (including all costs and expenses) arising out or relating to the Subscriber Information or the use thereof by Subscriber, any User or any third party.

(a) Customer Lists. Rezora will not use or share Subscriber's customer list or any other customer information for any purposes other than to enable it to facilitate the Service.

(b) Account Inactivity. INACTIVE ACCOUNTS HAVE 30 DAYS TO BECOME ACTIVE OR THE ACCOUNT AND ITS DATA, INCLUDING SUBSCRIBER SIGNUPS, MAY BE PERMANENTLY REMOVED FROM THE REZORA DATABASE.

(c) Data Retention & Deletion. Rezora may purge data from any Account, in order to prevent the Rezora core database from growing beyond its capacity. Rezora may retain Subscriber data in its possession until Erased (as defined below) pursuant to this Subsection 11(c). Rezora is not responsible for and may Erase: (i) copies of Subscriber data at any time following thirty (30) days after closure of an Account or termination of this Agreement; and (ii) any or all copies of Subscriber Data promptly after Subscriber's written request. Notwithstanding the foregoing, Subscriber may at any time instruct Rezora to retain and not to Erase or otherwise delete Subscriber data, provided Subscriber may not require retention of data for more than sixty (60) days after termination of this Agreement. ("Erase" refers to the destruction of data so that no copy of the data remains or can be accessed or restored in any way.)

12. LIMITED WARRANTY.
Rezora warrants that Rezora will use commercially reasonable efforts to provide the Services as set forth in this Agreement. As Subscriber's sole and exclusive remedy, and Rezora's sole and exclusive obligation, for any breach of this warranty, Rezora will, at its option and expense, reperform the affected Services or refund Subscriber the portion of the Fees paid for those Services. Notwithstanding the foregoing, Subscriber remains solely and entirely responsible for Subscriber's compliance with, and will indemnify and hold harmless Rezora from and against all losses, damages and liabilities (including all costs and expenses) arising out or relating to any violation of any applicable laws, rules, or regulations through the use of the Services by, or any other actions of, Subscriber or any User.

13. DISCLAIMER.
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 13, THE SITE AND SERVICES (AND ALL REZORA INFORMATION PROVIDED THROUGH THE SITE AND SERVICES) ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND REZORA AND ITS THIRD PARTY PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO ANY SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY REZORA, ITS EMPLOYEES, DISTRIBUTORS, DEALERS, OR AGENTS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION 13.

14. INDEMNITY.
Rezora will, at its expense, defend Subscriber against any claims brought against Subscriber by a third party alleging that the use by Subscriber of the Services as permitted under this Agreement infringes any copyright or trade secret right of that third party. In addition, Rezora will pay any damages that a court finally awards against Subscriber in a litigation based on any such claim. The foregoing obligations of Rezora under this Section 14 are conditioned upon Subscriber providing Rezora with: (1) prompt notice of any such claim; (2) sole control over the defense and settlement of any such claim; and (3) reasonable assistance (at Rezora's expense) in the defense and settlement of any such claim. If any portion of the Services is, or if Rezora reasonably believes any portion of the Services is likely to become, subject to a claim covered by this Section 14, Rezora may, at Rezora's option and expense, procure for Subscriber the right to continue using the Services, replace or modify the Services so that they are no longer subject to the claim, or refund Subscriber all pre-paid amounts applicable to such Services (if any) and terminate this Agreement with respect to such Services. Rezora will have no obligation under this Section 14 with respect to any claim based upon (a) any access to or use of the Services in breach of or not expressly permitted by this Agreement; (b) any use of the Services in combination with other services, products, equipment, software, or Information not provided by Rezora; or (c) any modification of the Services by any person other than Rezora. This Section 14 states the sole and exclusive remedy of Subscriber and the entire liability of Rezora for claims of infringement or misappropriation of any IPR.

15. LIMITATION ON LIABILITY.
REZORA WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN ANY WAY IN CONNECTION WITH OR OUT OF THE USE OF THE SITE, SERVICES (OR ANY REZORA INFORMATION PROVIDED THROUGH THE SITE OR SERVICES), EVEN IF REZORA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, OPPORTUNITY, REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. REZORA'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND ALL SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE FEES PAID TO REZORA HEREUNDER IN THE 3 MONTHS PRECEDING ANY SUCH INITIAL OCCURRENCE OF LIABILITY (OR, IF NO SUCH FEES HAVE BEEN PAID, $100). IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, REZORA'S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

16. PRIVACY.
Subscriber will include on each Subscriber web site through which Subscriber Information is collected or obtained, a privacy policy substantially compliant with the terms of this Agreement and with all applicable laws, rules, and regulations. The privacy policy will be sufficient for Rezora to perform and provide the Services and exercise its rights under this Agreement without breach of such privacy policy or of any applicable law, rule, or regulation. The privacy policy will be prominently accessible from the home page of each Subscriber web site and each other page on which Subscriber Information is collected. Notwithstanding anything in the privacy policy, Rezora will have the right to collect, extract, compile, synthesize, and analyze data or information resulting from the performance, use, and operation of the Services under this Agreement. All such data or information collected or generated by Rezora will be solely owned by Rezora and may be used by Rezora for any lawful business purpose without a duty of accounting to Subscriber, provided that the data and information is used only in an aggregated form, without directly identifying Subscriber, any User or any Subscriber customer or potential customer as the source thereof.

17. CONFIDENTIALITY.
For purposes of this Agreement, "Confidential Information" means all nonpublic information disclosed or made available under this Agreement that relates to the Technology, the provision or receipt of the Services, or either party's financial condition, operations, customers or business. For the avoidance of doubt, the Services, Technology, and Rezora Information are the Confidential Information of Rezora. Each party agrees to protect the other party's Confidential Information with the degree of care that such party uses to protect its own confidential information of like nature, but in no case less than reasonable care. Each party agrees that, except as expressly directed by the other party, it will not at any time during or after the term of this Agreement: (1) disclose any Confidential Information to any third party; (2) permit any third party to examine and/or make copies of any reports, documents or electronic data containing Confidential Information; or (3) use any of the Confidential Information for any reason other than for the purposes of this Agreement. Each party may disclose Confidential Information to personnel having a need to receive the Confidential Information in the performance of their duties under this Agreement, provided, however, that such personnel are informed of the confidentiality obligations hereunder and each party uses its best efforts to ensure their compliance therewith. If either party is required to disclose the other party's Confidential Information pursuant to any statute, regulation, order, subpoena or document discovery request, it will furnish notice of such disclosure to the other party as soon as practicable in order to afford such party the opportunity to seek a protective order and the party required to make such disclosure will reasonably cooperate in such efforts (at the other party's reasonable expense).

18. GENERAL.
This Agreement will be governed by the laws of the State of Colorado, without regard to or application of conflicts of law rules or principles. The parties explicitly disclaim the application of the United Nations Convention on the Sale of Goods. Subscriber may not remove or export from the United States or allow the export or re-export of the Services, or any direct product thereof, including technical data, in violation of any restrictions, laws, or regulations of the United States or any other applicable country. Any action, lawsuit or other legal proceeding related to this Agreement must be brought exclusively in either the Federal or State Courts for the City and County of Denver, Colorado (or the courts having jurisdiction over those courts), and each party hereby irrevocably submits and waives any objection to the exclusive jurisdiction and forum of such courts. All notices under this Agreement must be delivered in writing by courier or by certified or registered mail, (postage prepaid and return receipt requested) to the other party at the address first set forth in this Agreement, and will be effective upon receipt or when delivery is refused, but no later than 5 business days after being deposited in the mail as required above, whichever occurs sooner. Either party may change its address for notice by giving notice of the new address to the other party through the Rezora Site. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. The prevailing party in any lawsuit or proceeding arising from or related to this Agreement will be entitled to receive its costs, expert witness fees and reasonable attorneys' fees, including costs and fees on appeal. Rezora will be excused from any failure in performance under this Agreement for a reasonable period of time to the extent that such failure to perform results in whole or in part from causes beyond the reasonable control of Rezora. Neither this Agreement nor any rights or obligations of Subscriber hereunder may be assigned by Subscriber (in whole or in part and including by sale, merger or operation of law) without the prior written approval of Rezora. Rezora may assign this Agreement to any party that assumes Rezora's obligations hereunder. Any assignment in violation of the foregoing will be null and void. Rezora is not a licensed real estate broker and does not broker real estate transactions or act as a real estate agent for Subscriber or any User. The parties are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires any right hereunder or ability to bind or enter into any obligation on behalf of the other.

Last Updated: August 6, 2011