REALTOR LICENSEE AGREEMENT

This EnvisionItSold.com Realtor License Agreement (the "Agreement") is made between you (Licensee) and EnvisionItSold.com (Licensor).  EnvisionItSold.com provides you access and use of this web site (the “Site”) subject to your compliance with these provisions.  Please read these provisions carefully.  By accessing the web site or by utilizing any of the services or features appearing on this Site, Licensee hereby accepts and agrees to be bound by the following provisions:  

1.  LICENSED REALTOR 

By agreeing to this Realtor License Agreement, you warrant, represent and agree that you are a reputable Real Estate Agent and/or Broker with a current and valid license to perform the services in the service are you are marketing to.  You agree to abide by all local, county, state, and national real estate laws for your service area.

2.  ACCOUNTS & REGISTRATION 

In order to access certain content and/or services on the web site, you may be required to register an account with EnvisionItSold.com.  You are responsible for maintaining the confidentiality of your username and password, and you are solely responsible for all activities that occur under your account.  We recommend that you memorize this information, and not write it down.  You agree to ensure that you exit from your account at the end of each session.   You agree to immediately notify EnvisionItSold.com of any unauthorized use of your password or account or any other breach of security related to the EnvisionItSold.com web site.  We cannot and will not be liable for any loss or damage arising from your failure to adequately safeguard your username and/or password, or to otherwise comply with this section.

3.  USER PROVIDED INFORMATION

By submitting your name, e-mail address, telephone number, and/or any other information to EnvisionItSold.com through this Site, you hereby grant to EnvisionItSold.com a license agreement to use and disclose this information in accordance with EnvisionItSold.com’s Privacy Policy and these provisions.  Please review EnvisionItSold.com’s Privacy Policy before submitting any personally identifiable information to EnvisionItSold.com.  In using our services you warrant, represent, and agree that:

a)  you will provide EnvisionItSold.com with true, accurate, current and complete information as prompted and agree to maintain and update such information to keep it true, accurate, current and complete at all times. If any information you provide us is untrue, inaccurate, not current or incomplete, or if we reasonably believe so, we may suspend or terminate your access to and use of the web site, and refuse to provide access to any current or future web site to you.

b)  you are of legal age (18 or over in most states) and are otherwise capable of forming a legally binding contract.

4.  USER CONDUCT 

You agree to abide by all applicable local, county, state, national, and foreign laws, treatises, ordinances, and regulations in connection with the use of the web site and the EnvisionItSold.com services.  Without limiting the foregoing, you agree not to use the web site and/or EnvisionItSold.com’s services to:

a)  send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise

b) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent

c)  transmit through or post on the web site or any e-mail address obtained through a service on the web site any unlawful, harassing, libelous, tortuous, defamatory, threatening, harmful, abusive, invasive of another’s privacy, vulgar, obscene, or otherwise objectionable material of any kind or nature or which is harmful to minors in any way

d)  interfere with or disrupt servers or networks connected to the web sites or violate the regulations, policies, or procedures of such networks

e)  attempt to gain unauthorized access to the web site, other accounts, computer systems, or networks connected to the web site, through password mining or any other means

f)  harass or interfere with another user’s use and enjoyment of the web site.

EnvisionItSold.com has no obligation to monitor the web site or any Licensee’s use thereof or retain the content of any user session.  However, EnvisionItSold.com reserves the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental request.  If EnvisionItSold.com becomes aware, through a complaint or otherwise, of any potential or suspected violation of these provisions or our Privacy Policy, EnvisionItSold.com may (but is not obligated to) conduct an investigation to determine the nature and extent of the suspected violation and the appropriate enforcement action, during which investigation EnvisionItSold.com may suspend services to any Licensee being investigated and/or remove any material from our servers.  You agree to cooperate fully with any such investigation.  You acknowledge that violations of these provisions or the Privacy Policy could be subject to criminal or civil penalties.

5.  OWNERSHIP OF COPYRIGHTS & TRADEMARKS

Copyright in the pages, screens, text and images and content appearing on the EnvisionItSold.com web site, and their arrangement, is owned by Envision It Sold, Inc, and is protected by U.S. and international copyright laws.  The trademarks, logos and service marks displayed on the web site are the property of EnvisionItSold.com and other parties.  Users are prohibited from using any Marks or copyrighted material for any purpose without the prior written permission of Envision It Sold, Inc. and licensees are specifically prohibited from modifying, copying, distributing, transmitting, displaying, creating derivative works or using any content available on or through the EnvisionItSold.com web site for commercial or public purposes.

All logos, brand names, products, trademarks and service marks appearing herein may be the trademarks or service marks of their respective owners.  References to any trademark, service mark and links to or from the EnvisionItSold.com web site have been done strictly for clarification and identification and does not constitute endorsement by the EnvisionItSold.com web site of the products, services or information offered by the owner of such trademark, service mark or link or endorsement of the EnvisionItSold.com web site by such trademark, service mark or link owner.

EnvisionItSold.com Proprietary Services & Web Sites™ are intellectual property of Envision It Sold, Inc.  This Agreement does not give Licensee any intellectual property rights in the EnvisionItSold.com Proprietary Services & Web Site™.  The Licensee acknowledges that using EnvisionItSold.com Proprietary Services & Web Site™ will make Licensee privy to trade secrets relating to customer acquisition methods, sales procedures, and other proprietary information that is largely responsible for our success in a very competitive market.  Carefully guarded marketing methodology has resulted in our producing over twenty times the average national industry number of sales leads using a unique combination of seemingly ordinary methods, together known as EnvisionItSold.com Proprietary Services & Web Site™.  Licensee agrees to protect that business advantage through absolute secrecy.  RELEASE OF ANY ENVISIONITSOLD.COM PROPRIETARY SERVICES & WEB SITE™ INFORMATION OR ACCESS TO THE NATIONAL TEAM MEMBERS WEB SITE BY ANYONE WHO IS NOT A MEMBER WILL RESULT IN IMMEDIATE TERMINATION OF LICENSE AND OTHER CIVIL REMEDIES PROVIDED BY LAW.

Web Site Content.   You acknowledge that content (“Content”) on the EnvisionItSold.com web site is generally provided by EnvisionItSold.com, individual contributors of Content (“Contributors”), third party licensees, and/or other Users.  You acknowledge that the EnvisionItSold.com web site permits access to Content that is protected by copyrights, trademarks, and other proprietary rights including intellectual property rights, and that these rights are valid and protected in all media existing now or later developed and except as is explicitly provided below, your use of Content shall be governed by applicable copyright and other intellectual property laws.  You acknowledge that the EnvisionItSold.com web site owns a copyright in the “look and feel”, i.e., the selection, coordination, arrangement and presentation of such Content, of the EnvisionItSold.com web site.

You may not modify, copy, reproduce, transmit, distribute, publish, create derivative works from, display or otherwise transfer or commercially exploit any of the Content, in whole or in part.

You may:

-Print one copy of each piece of Content

-Make and distribute a reasonable number of copies of Content, in whole or in part, in hard copy or electronic form for personal use only.  Any permitted copies of Content must reproduce in an unmodified form any notices contained in the Content, such as all Intellectual Property Right notices, and an original source attribution to EnvisionItSold.com web site and its URL address.  You acknowledge that the EnvisionItSold.com web site, its Contributors, and/or Users remain the owners of the Content and that you do not acquire any Intellectual Property Rights by downloading or printing Content.

Content Provided by Licensee.  You may upload to any Interactive Area or otherwise transmit, post, publish, reproduce or distribute, on or through the EnvisionItSold.com web site only Content that is not subject to any Intellectual Property Rights, or Content in which any holder of Intellectual Property Rights has given express authorization for distribution over the Internet and on the EnvisionItSold.com web site, without restriction whatsoever.  Any Content submitted with the consent of a copyright owner other than you should contain a phrase such as “Copyright owned by Envision It Sold, Inc.; Used by Permission.”

By submitting Content to any Interactive Area, you automatically grant and/or warrant that the owner of such Content, whether it be You or a third party, has expressly granted to the EnvisionItSold.com web site the royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, sublicense, distribute, perform, and display such Content, in whole or in part, worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed for the full term of any Intellectual Property Rights that may exist in such Content.  You also permit the EnvisionItSold.com web site to sublicense to third parties the unrestricted right to exercise any of the foregoing rights granted with respect to such Content.  You also permit any User to access, view, store and reproduce to such Content.  You exercise any of the foregoing rights granted with respect to such Content.  You also permit any User to access, view, store and reproduce the Content for personal use.

7.  PROPRIETARY RIGHTS 

No Resale of Services  
EnvisionItSold.com has invested a significant amount of time, effort, and resources in the creation of this web site.  The content and services available through this web site are the sole property of EnvisionItSold.com or its licensors, and are protected by U.S. and International patent, copyright, trademark and other intellectual property laws.  Except as otherwise explicitly agreed in writing, EnvisionItSold.com-owned content which you receive through this web site may be downloaded, displayed, and printed for your individual use only.  Content owned by EnvisionItSold.com's licensors may be subject to additional restrictions.  Except as provided in the foregoing sentence, you agree not to resell, reproduce, modify, display, transmit, distribute or copy goods, content, products, services, or information obtained from EnvisioItSold.com.  You also agree not to exploit your membership or association with EnvisionItSold.com for a commercial or advertising purpose without the express written permission of a corporate officer of Envision It Sold, Inc.  

Reservation of Rights  
We reserve all of our rights, including but not limited to any and all copyrights, trademarks, patents, trade secrets, and any other proprietary right that we may have in our web site, its content, and the goods and services that may be provided.  The use or our rights and property requires our prior written consent.  We are not providing you with any implied or express licenses or rights by making services available to you and you will have no rights to make any commercial uses of our web site or service without our prior written consent.

Assignment 
You may not assign this Agreement, in whole or in part, without EnvisionItSold.com's prior written consent, and any attempted assignment without such consent shall be null and void.  EnvisionItSold.com may assume and assign this Agreement without your consent to a successor-in-interest in connection with a change of control, merger, sale of all or substantially all of its asseets to which this Agreement relates or other corporate reorganization.  Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

8.  "PREMIUM" WEB SITE CHARGES & FEES   

EnvisionItSold.com Proprietary Services & "Premium" Web Site™ is provided to registered Licensees at an annual license fee and a recurring monthly fee. These fees may change from time to time at the discretion of the Licensor.   

a)  Realtor Account Activation.  All Licensees shall be charged a technology activation and set-up charge of $297.00, payable by credit card at the time of activation.  

b) EnvisionItSold.com Agent Website Lease. The EnvisionItSold.com "Premium" Web Site is provided for a recurring monthly fee of $99.95 to licensees.  EnvisionItSold.com makes no requirements of our licensees relative to the use of this web site. 

c)  "Premium" Web Site Annual License.  Licensee acknowledges that EnvisionItSold.com Proprietary Services & Web Site requires a longer-term commitment to provide expected benefits.  Licensee further acknowledges that EnvisionItSold.com’s revenue model is structured so as to provide maximum value for minimum cost and agrees to a specified technology lease term that is automatically renewed each year thereafter the initial term for an annual, NON REFUNDABLE, license fee of $497.00, until cancelled by either party.

This annual license includes EnvisionItSold.com national brand affiliation,  hosting services, administration services, and all leads gained from your exclusive "Premium" web site as well as from our National Web Site Gateway.

d)  National Web Site Gateway.  EnvisionItSold.com will recruit only one licensed Realtor per county for the "Premium" web site but will recruit unlimited licensed Realtors for our "Standard" web sites.  Each "Premium" web site licensee shall have exclusive right to county links on the EnvisionItSold.com national web site.  Each "Premium" web site will be linked to 14 different home seller and buyer service pages on the EnvisionItSold.com's national web site.  These links typically generate free leads for markets in our system.  

Leads coming in through the national gateway site are distributed to the exclusive agent according to the county the lead is located in.  In order to qualify for our national leads, an agent must maintain “active” status.  In the event that Licensee fails to meet his/her obligations under this License Agreement, EnvisionItSold.com reserves the right to recruit another Licensee for any given exclusive "Premium" web site territory at its sole discretion.

e)  Territory Exclusivity. So long as Licensee shall remain in good standing, no lead generated through the licensed exclusive "Premium" web site territory shall at any time be assigned or in any way transferred to any other EnvisionItSold.com member agent. 

f)  Services Offerred.  Licensee is aware that if they are to offer our Realtor.com Enhancement Listing Service and our Realtor.com Virtual Tour Link Service that they must have an agreement with Realtor.com in order to provide these two specific services.  Said agreement is separate from  Envision It Sold and is at the expense of Licensee.   Click here to learn more about these Realtor.com add-ons.

If Licensee does not want to provide those services, we will customize  the  web site by removing those services from the web site.  Licensee understands that those removed web site pages will not be replaced by any other pages.  

g)  Additional Services.  Licensee understands that if they want to offer any additional services on their web site that are not currently offerred, these are to be approved of first by the owner of EnvisionItSold.com and the pages will be designed at an additional fee.  Click here to view additional service page options. 

In addition, Licensee understands that EnvisionItSold.com does not include an MLS form.  Since all MLS systems provide different forms, there is not a standardized form that is used nationwide.   Licensee may request EnvisionItSold.com design a customized emailable MLS form at an additional fee.  Click here for more information.

9.   "STANDARD" WEB SITE CHARGES & FEES

EnvisionItSold.com Proprietary Services & "Standard" Web Site™ is provided to  Licensees for a setup fee and a recurring monthly fee. These fees may change from time to time at the discretion of the Licensor.   

a)  Realtor Account Activation.  All Licensees shall be charged a technology activation and set-up charge of $197.00, payable by credit card at the time of activation.  

b) EnvisionItSold.com Agent Website Lease. The EnvisionItSold.com Agent Web Site is provided for a recurring monthly fee of $69.95 to licenseesuntil cancelled by either party. The functionality is designed to be very limited, and EnvisionItSold.com makes no requirements of our licensees relative to the use of this web site. 

c)  Realtor Limited License.  This limited license includes EnvisionItSold.com national brand affiliation, hosting services, administration services, and "Standard" real estate web site providing services.

d)  Term of  License.  Licensee acknowledges that EnvisionItSold.com Proprietary Services & "Standard" Web Site requires a longer-term commitment to provide expected benefits.  Licensee further acknowledges that EnvisionItSold.com’s revenue model is structured so as to provide maximum value for minimum cost and agrees to abide by the set pricing.   

e)  Territory. Licensee of our "Standard" web site, understands that they will not be receiving any leads produced by the national EnvisionItSold.com web site.  These "Exclusive" territories are provided to only one Licensed Realtor per county on a first come, first served basis.  Licensee further understands that our "Standard" web sites are provided on an unlimited basis.

f)  Services Offerred.  Licensee is aware that if they are to offer our Realtor.com Enhancement Listing Service and our Realtor.com Virtual Tour Link Service that they must have an agreement with Realtor.com in order to provide these two specific services.  Said agreement is separate from  Envision It Sold and is at the expense of Licensee.   Click here to learn more about these Realtor.com add-ons.

If Licensee does not want to provide those services, we will customize  the  web site by removing those services from the web site.  Licensee understands that those removed web site pages will not be replaced by any other pages.  

g)  Additional Services.  Licensee understands that if they want to offer any additional services on their web site that are not currently offerred, these are to be approved of first by the owner of EnvisionItSold.com and the pages will be designed at an additional fee.  Click here to view additional service page options. 

In addition, Licensee understands that EnvisionItSold.com does not include an MLS form.  Since all MLS systems provide different forms, there is not a standardized form that is used nationwide.   Licensee may request EnvisionItSold.com design a customized emailable MLS form at an additional fee.  Click here for more information.

10.  EARNED INCOME METHODS & TAXES

Merchant Online Account.   

Both "Premium" and "Standard" web sites are provided with a PayPal Merchant Account for online transactions.  This Paypal merchant account accepts VISA, MasterCard, American Express and Discover credit cards, as well as debit cards.  

Licensee understands that PayPal has set fees that will be removed from their total earned amount on each online transaction and agrees to such fees.  Click here to view the PayPal fee schedule.  

As long as Licensee’s account is in good standing with EnvisionItSold.com, licensee will receive payment of their earned income through PayPal.  In order to have earned income deposited directly into their specified bank account, Licensee must login to their PayPal account to request and transfers of money from their PayPal Account.  Licensee is aware that such requests will take 3-4 days to post to bank accounts for each transaction.

Each Licensee shall independently chose how they will accept payment for services offered off-line.  Payment options may include such options as cash, check or debit card. In order to accept credit card payments off-line or to input payments yourself for clients, licensee must activate a Vertual Terminal Account with PayPal.  Should Licensee choose to activate this PayPal Virtual Terminal Service, Licensee is aware that they will be charged a $20.00 monthly service fee from PayPal to activate this option.  
   

11.  ACCOUNT MAINTENANCE 

All Licensees hereby undertake the sole obligation to timely modify their property listings to indicate price adjustments, or if the property has been sold or is no longer offered for sale and to have the listing removed from our database.

Automatic Lead Delivery

You shall be solely responsible for maintaining your e-mail account and for the payment of any charges incurred by you in connection with the foregoing (e.g., monthly Internet access).  Due to the inherent nature of the Internet, EnvisionItSold.com makes no guarantee that Leads delivered via e-mail will actually be received by you and as such, it shall be your sole responsibility to check your account on a daily basis to confirm whether new leads have been automatically delivered to you.

12.  DELINQUENT PAYMENTS

Your EnvisionItSold.com account shall be considered delinquent if you or  your credit card company refuses for any reason to pay the amount EnvisionItSold.com bills to your credit card pursuant to your contract with EnvisionItSold.com and that amount remains unpaid at the beginning of the next billing cycle.  You understand and agree that EnvisionItSold.com may suspend, terminate, archive, or purge your account (and all leads) from its system without refund if your account is delinquent for more than one billing cycle.  In addition, EnvisionItSold.com may, without notice or demand, declare the entire amount of your contract immediately due and payable such that all past, present and future payments due under the contract will be accelerated to the date of your delinquency.  If EnvisionItSold.com agrees to reinstate any account it deactivates as provided herein, there may be an additional reactivation fee.

Refunds for Billing Discrepancies.   If EnvisionItSold.com determines that a charge from EnvisionItSold.com was made in error, EnvisionItSold.com will refund the card provided you notify EnvisionItSold.com within 15 days of the statement date.  Please keep in mind that it may not be possible for EnvisionItSold.com to issue refunds to cards that have been cancelled and EnvisionItSold.com will only refund the card in question.  All billing issues must be directed here.  EnvisionItSold.com will review the billing dispute and respond within 3 business days.  You must provide the credit card number in question to have a billing dispute reviewed.  If a billing issue is not raised by you within fifteen (15) business days after a questionable billing or other discrepancy should have been discovered, you waive the right to question those charges.

13.  CANCELLATION & TERMINATION  

After completion of initial license term, either party may cancel with a minimum of 30 days advance notice.  Cancellation notice shall be delivered to EnvisionItSold.com by email  and to the Licensee at his or her EnvisionItSold.com email address.  Upon cancellation, Licensee shall discontinue the use of any of the EnvisionItSold.com Proprietary Services & Web Site™ or any portion of the E nvisionItSold.com Proprietary Services & Web Site™, including the use of the EnvisionItSold.com brand, logo, or branded website, in any way.

Termination may occur at any time without notice if EnvisionItSold.com believes in our full discretion that Licensee violates this Agreement.  Upon termination, the Licensee hereby agrees to destroy all files connected with EnvisionItSold.com Proprietary Services & Web Site™ and related documentation.  Upon termination, Licensee shall cease and desist the use of any of the EnvisionItSold.com Proprietary Services & Web Site™ or any portion of the EnvisionItSold.com Proprietary Services & Web Site™ and shall settle any account balance within 30 days. 

In the event of termination, you are no longer authorized to access the EnvisionItSold.com web site, including the Interactive Areas, and the restrictions imposed on you with respect to Content downloaded from the EnvisionItSold.com web site, as well as the disclaimers and limitations of liabilities set forth in this agreement, shall survive.

FURTHER, YOU AGREE THAT WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE WEB SITE.

14.  INDEMNITY          

Licensee agrees to defend, indemnify, and hold harmless EnvisionItSold.com and its affiliates, officers, directors, employees, and consultants, from and against any and all claims, losses, liabilities, and damages of any kind resulting from:

a)  your failure to comply with these provisions

b)  your use of the web site or any information disclosed therein

c)  your negligence and/or intentional misconduct

d)  breach of any representation, warranty or obligation hereunder

e)  any authorized disclosure of Personal Information and/or

f)  your use of the Leads, including, without limitation, any interaction you have with any consumers

including legal fees, made by any third party due to or arising out of your breach of this Agreement, or your violation of any law or the rights of a third party.

15.  GOOD FAITH  

Licensee will operate under the assumption of trust and good faith until such time as that trust is violated.  Licensee understands that EnvisionItSold.com shall randomly spot-check agents as to website compliance and standing with the National and State Associations of REALTORS®.  In the event that Licensee is not in compliance, Licensee may be terminated immediately and without notice and civil damages pursued under the provision of the Law.

 
16. DISCLAIMER OF WARRANTIES

THE INFORMATION, SOFTWARE, PRODUCTS, PRICING AND SERVICES PUBLISHED ON THIS WEB SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS.  ENVISION IT SOLD, INC. SHALL NOT BE HELD ACCOUNTABLE FOR SUCH ERRORS.  CHANGES ARE PERIODICALLY MADE TO THE INFORMATION HEREIN.  ENVISIONITSOLD.COM AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES TO THIS WEB SITE AT ANY TIME.  EXCEPT FOR THE LIMITED CONTACT WARRANTY SET FORTH ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND.  

ENVISIONITSOLD.COM AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS WITH REGARD TO ALL INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ENVISIONITSOLD.COM OR ITS REPRESENTATIVE SHALL CREATE A WARRANTY AS IT IS INTENDED FOR EDUCATIONAL PURPOSES ONLY. 

EXCEPT FOR THE LIMITED CONTACT WARRANTY, YOU ACEPT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE GOODS AND/OR SERVICES.  SHOULD ANY GOODS OR SERVICES PROVIDED HEREUNDER PROVE DEFECTIVE FOLLOWING THEIR PURCHASE, YOU AND NOT ENVISIONITSOLD.COM ASSUME THE COSTS TO CORRECT SUCH DEFFECT.

17.  LIMITATION OF LIABILITY   

IN NO EVENT SHALL ENVISION IT SOLD, INC. AND/OR ITS SUPPLIERS BE LIABLE FOR ANY PERSONAL INJURY SUSTAINED THROUGH YOUR USE OF THIS WEBSITE, OR ANY INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES OBTAINED THROUGH THIS WEBSITE, OR THROUGH CONTACT WITH THE CONSUMERS SET FORTH IN THE LEADS, OR OTHERWISE ARISING OUT OF THE USE OF THIS WEBSITE.  IN NO EVENT SHALL ENVISION IT SOLD, INC. AND/OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT,  PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF INTERRUPTION OF BUSINESS, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF SERVICES, LOSS OF DATA, OR LOSS OF GOODWILL) ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS WEB SITE OR WITH THE DELAY OR INABILITY TO USE THIS WEB SITE, OR WITH ANY INFORMATION, SOFTWARE, PRODUCTS, OR SERVICES OBTAINED THROUGH THIS WEB SITE, OR OTHERWISE ARISING OUT OF THE USE OF THIS WEB SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF ENVISION IT SOLD, INC. AND/OR ANY OF ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.  IN NO EVENT WILL ENVISION IT SOLD, INC.’S AGGREGATE LIABILITY IN CONNECTION WITH THIS WEB SITE, OR ANY INFORMATION, SOFTWARE, PRODUCTS, OR SERVICES OBTAINED THROUGH THIS WEB SITE, OR OTHERWISE ARISING OUT OF THE USE OF THIS WEB SITE,  EXCEED THE FEES ACTUALLY PAID TO ENVISION IT SOLD, INC. BY THE AGENT FOR THE LEADS IN THE THREE MONTHS IMMEDIATELY PRIOR TO THE CAUSE OF ACTION GIVING RISE TO SUCH DAMAGES.  The foregoing limitations shall apply even if the above stated remedy fails of its essential purpose.  You acknowledge that the limitations of liability in these provisions and the allocation of risk herein are an essential element of the bargain between the parties, without which EnvisionItSold.com would not have provided Services to the consumer.  EnvisionItSold.com’s pricing reflects this allocation of risk and the limitation of liability specified herein.

18.  PRIVACY   

EnvisionItSold.com undertakes to ensure that our Privacy Policy is adhered to.  EnvisionItSold.com uses information only in ways necessary to provide the EnvisionItSold.com Proprietary Services & Web Site™ to Licensee.  Licensee grants a license to EnvisionItSold.com to use non-personal data that resides on the EnvisionItSold.com Agent system in ways necessary to deliver EnvisionItSold.com’s Proprietary Services & Web Site™.

19.  GENERAL PROVISIONS   

a)  Entire Agreement.  This Agreement is the entire agreement between Licensee and EnvisionItSold.com and supersedes any and all prior written or verbal agreements and/or representations.  There are no other terms or conditions not specifically included in this agreement.

b)  Governing Law.  This Agreement shall be governed by Colorado law.  You agree that jurisdiction and venue of all matters relating to this Agreement will be vested exclusively in the federal, state and local courts within the state of this company, without regard to choice of law provisions.  

c)  Federal, State & Local Laws.  Most all MLS systems require a brokerage relationship of some sort.  Therefore, each licensee should work with their own legal counsel to make sure that they're following the regulatory laws in their state.  Each licensee may need to create a limited services listing agreement to use for their state. EnvisionItSold.com has a limited services listing agreement and addendum that was drawn up by legal counsel for use in the state of Colorado.  Licensees from other states may request a copy of these forms to use as a starting point with their own attorney.

EnvisionItSold.com does not warrant or make any representations of any kind or nature with respect to the information contained in the Site, and Licensee is solely responsible for compliance with any applicable real estate laws or other applicable county, state or federal regulations. 

It is the responsibility of the Licensee to independently verify any statement made within any listing and to consult with engineering, architectural or other professionals as may be appropriate to determine the condition and suitability of any particular property for the purpose of its intended use. 

d)  Advertising.  It is understood that EnvisionItSold.com Proprietary Services & Web Site is designed to capture and manage Internet real estate customers.  In order for this system to work as designed, it is imperative that the licensee direct traffic to the EnvisionItSold.com Licensee Site.  There is no requirement in this license Agreement to use a particular source or type of advertising, but in order for the system to work, traffic must be directed to the EnvisionItSold.com Licensee Site.  EnvisionItSold.com is happy to provide, at no additional charge to the licensee, advertising strategies, advertising sources, sample Internet ads, keywords and keyword groups, and ad placement ideas.  It is understood that all advertising and traffic generation shall be the sole responsibility of the licensee.  LICENSEE MUST ADVERTISE TO MAKE THIS SYSTEM WORK.  FAILURE TO DIRECT INTERNET TRAFFIC TO YOUR ENVISIONITSOLD.COM LICENSEE SITE WILL RESULT IN LITTLE OR NO SUCCESS USING ENVISIONITSOLD.COM PROPRIETARY SERVICES & WEB SITE.

e) Unauthorized Use of EnvisionItSold.com web site.  Licensee agrees that they will not (1) restrict or attempt to restrict others from using the services or features appearing on the Site, in whole or in part, or (2) post or transmit any of the following to or through the Site: (i) pornographic, sexually explicit photographs or language, including expletives and other obscenities or otherwise unlawful material; (ii) information which violates the rights of others; (iii) information, software or other digital communication which contains a virus or other damaging or disruptive component; or (iv) any advertising or promotional materials. 
 
20.  REVISIONS TO AGREEMENT

EnvisionItSold.com may revise the provisions of this Agreement at any time, and Licensee shall be bound by such revisions.  Therefore, it is urged that Licensee review this Agreement regularly for any changes.  Licensee agrees to indemnify, defend and hold harmless, Envision It Sold, Inc. owners, partners, and sponsors against any and all claims, damages, costs or other expenses arising out of Licensee’s violation of any of the provisions herein.

Revision Date:  August 18, 2007