MLS EARTHview, LLC ONLINE TERMS AND CONDITIONS OF SALE
1. GENERAL
The terms and conditions of sale contained herein shall apply to all quotations and offers made by and purchase orders accepted by MLS EARTHview, LLC ("MLSEV") on this web site. These terms and conditions contained herein shall govern, and acceptance of Buyer's order is conditioned upon Buyer's acceptance of the terms and conditions contained herein irrespective of whether the Buyer accepts these conditions by a written acknowledgement, by implication, or acceptance and payment of goods ordered hereunder. MLSEV’s failure to object to provisions contained in any communication from Buyer shall not be deemed a waiver of the provisions herein. Any changes in the terms and conditions of sale contained herein must specifically be agreed to in writing, signed by a corporate officer of MLSEV, before becoming binding on either party.

2. PRICING
Prices are quoted in US$, and are subject to modification or withdrawal without notice. Unless otherwise specified, all prices on the MLSEV website are annual fees.  All billings for products and services will be at the price indicated on the MLSEV web site. Unless otherwise specified or required by law, all prices will be quoted and billed exclusive of International duties, Foreign taxes, US Federal, US State, and local excise, sales and similar taxes, unless the purchase is made from within Texas and will thus be billed an additional 8.25% Texas Sales and Use Tax.

3. TERMS OF PAYMENT
All purchases made on the MLSEV web site must be made with a valid major credit card.

4. APPLICATION LINK DELIVERY
Unless otherwise agreed upon by MLSEV, all MLS EARTHview™ IDX Application Java Script Links will be delivered upon final approval of the IDX Vendor transaction by the customer’s local board of REALTORS, MLS Service Company or other MLS data controlling party.   MLSEV will use best efforts to help expedite the process but assumes no responsibility for delays caused by the local board of REALTORS, MLS Service Company or other MLS data controlling party. 

5. ACCEPTANCE
The Buyer shall accept or reject the MLS EARTHview™ IDX Application within thirty (30) days of receipt of MLS EARTHview™ IDX Application Java Script Link. Failure to notify MLSEV, in writing, within such period shall be deemed an acceptance of product or application and functionality.

6. LIFETIME WARRANTY
MLSEV warrants that the products covered hereby shall be free from defects in workmanship and materials, and shall conform to MLSEV's published specifications or other specifications accepted in writing by MLSEV for an unlimited time following the date of MLSEV's delivery of the MLS EARTHview™ IDX Application Java Script Link. The foregoing warranty does not apply to any products or applications which have been subject to misuse, neglect, accident, or modification. MLSEV shall make the final determination as to the existence or cause of any alleged defect. MLSEV's sole obligation to Buyer hereunder for products failing to meet the aforesaid warranty shall be, at MLSEV's discretion, to replace the nonconforming product or application or issue Buyer credit for the purchase price of the nonconforming product or application where; 1) MLSEV has received written notice of any nonconformity, and 2) MLSEV has determined that the product or application is nonconforming and that such nonconformity is not a result of improper installation, repair, test, or other misuse by Buyer. In no case are products and applications to be returned without first obtaining permission and a customer return order number from MLSEV.

THE FOREGOING WARRANTY AND REMEDIES ARE EXCLUSIVE AND ARE MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR USE OR A PARTICULAR PURPOSE. MLSEV NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH THE SALE, INSTALLATION OR USE OF ITS PRODUCTS AND MLSEV MAKES NO WARRANTY WHATSOEVER FOR PRODUCTS NOT DEVELOPED BY MLSEV. MLSEV SHALL NOT BE LIABLE FOR DAMAGES DUE TO DELAYS IN DELIVERIES OR USE AND SHALL IN NO EVENT BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER ARISING FROM CONTRACT, TORT OR NEGLIGENCE, INCLUDING BUT NOT LIMITED TO, LOSS OR GOODWILL, OVER-HEAD OR OTHER LIKE DAMAGES.

7. PATENT CLAUSE
Buyer shall indemnify, defend and hold MLSEV harmless against any expense, damages, costs or losses resulting from any suit or proceeding brought for infringement of patents, trademarks, copyrights, trade secrets, or for unfair competition arising from compliance with Buyer's designs or specifications or instructions. MLSEV shall not be liable for any costs or damages incurred by Buyer as a result of any suit or proceeding brought against the Buyer and Buyer will indemnify, defend and hold MLSEV harmless from any expenses, damages, costs, or losses resulting from any suit or proceeding brought against MLSEV, either severally, or jointly with Buyer, so far as such suit or proceeding is based on claims that use of any product or any part thereof, furnished hereunder, in combination with products not supplied by MLSEV constitute either direct or contributory infringement of any patent, or copyright of the United States.

8. CONTINGENCIES
All MLS EARTHview™ IDX Application Java Script Links will be delivered as soon as final approval from the local board of REALTORS, MLS Service Company or other MLS data controlling party delivers to MLS EV their approval of the transaction.   MLSEV shall not be responsible for any failure to perform due to unforeseen circumstances or to cause beyond MLSEV's control. Examples of such causes are acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, shortages of transportation facilities, fuel, labor or materials or for any other causes beyond MLSEV's reasonable control. In the event of any delay caused by such contingency, the date of delivery shall, at the discretion of MLSEV, be deferred for a period equal to the time of loss by reason of the delay.

9. CANCELLATION
Any order placed with MLSEV on this web site cannot be cancelled.

10. LIMITATION OF LIABILITY
MLSEV'S LIABILITY UNDER OR FOR BREACH OF THIS AGREEMENT SHALL BE LIMITED TO REFUND OF THE PURCHASE PRICE OF THE PRODUCT. IN NO EVENT SHALL MLSEV BE LIABLE FOR COSTS OR PROCUREMENT OF SUBSTITUTE GOODS, LOSS OF PROFITS, OR FOR ANY SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, BREACH OF CONTRACT, REPUDIATION OF CONTRACTS, NEGLIGENCE OR OTHERWISE.

11. CONTROLLING LAW
The terms and conditions contained herein shall be governed by and construed under the laws of the State of Texas.

12. SUBSTITUTIONS AND MODIFICATIONS
MLSEV reserves the right to modify the specifications of components offered by MLSEV providing that, in MLSEV's opinion, the modification will not materially affect the performance.

13. CONSEQUENTIAL DAMAGE
In no event shall any claim for consequential or special damages be made by either party.

14. SECURITY
Buyer hereby grants MLSEV a security interest in the product or application and proceeds therefrom as security for payment of the purchase price.

15. GENERAL LEGAL
The prevailing party in any legal action brought by one party against the other shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for its expenses incurred thereby, including court costs and reasonable attorney's fees.

The terms and conditions herein, constitute the entire contract between the parties and supercede all previous communications, whether oral or written. Any changes to this contract must be made only upon mutual agreement of the parties in writing.

In the event that any section of these terms and conditions are deemed unenforceable, the remaining sections shall remain in force.

16. PRIVACY
When you create your order with MLSEV on this web site, we will ask for your name, your e-mail address, and when applicable, your billing address, and other pertinent information for your order. We maintain personal information for statistical purposes to improve our site for users' needs, to offer services, to administer the site, and to correspond with users. If you wish us to discontinue correspondence with you, we will terminate the activity upon receipt of your request. MLSEV will not give or sell this information to any third party for its use in marketing or solicitation for products from other companies. However, MLSEV will only provide your information to third parties that MLSEV uses for delivering specific services to you (such as shipping purposes when you ask us to send you something).

If you are using a secure server to make purchases, we will also ask for your credit card number and expiration date. MLSEV will only use this information for the limited purpose of processing your orders through our credit card clearing service.

17. LINKS TO OTHER SITES
The MLSEV Web Site contains links to third party Web sites. These links are provided solely as a convenience to you and not as an endorsement by MLSEV of the contents on such third party Web sites. Company is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of material, services or products on such third party Web sites. If you decide to access linked third party Web sites, you do so at your own risk.

STANDARD TERMS AND CONDITIONS OF SALE

Effective June 2008