These Service Terms (these “Terms”) govern the Services (as defined below) provided by Curaytor

LLC, a Delaware limited liability company (“Curaytor”), to the Client identified on an Order Form

(as defined below) or, if there is no applicable Order Form, to the user of the Services (such user

or Client, “You”). These Terms (as from time to time updated as provided below) and each

applicable Order Form collectively comprise the agreement (the “Agreement”) between You and

Curaytor regarding the Services. These Terms will apply to existing Clients as provided in Section

8.3.

ARTICLE I. DEFINITIONS

For purposes of these Terms, the definitions set forth below apply:

"Additional Services" means any implementation, training, consulting or other professional services

that are not regular Curaytor Services but are provided by Curaytor to You pursuant to the terms

of an Order Form. Any Additional Services will be provided remotely.

"Authorized User" means any of Your co-owners, partners, employees, consultants, contractors or

agents who access and use Services on Your behalf, in each case subject to such person's

agreement to be bound by the Agreement. Authorized Users do not include Your customers or

members of the public.

"Curaytor Materials" means any documentation, user guides or other similar materials provided by

Curaytor to You in connection with Your use of the Curaytor Service or other Services.

"Curaytor Service" means any of Curaytor’s regularly offered lead generation, appointment making,

listing display, advertising, content generation, samples and templates (including the client

samples aggregated and filtered by Curaytor as part of the feature currently known as “Curaytor

Brain”), analytics, and other marketing and sales services offered and provided by Curaytor for

Your industry on a recurring or subscription basis, as from time to time updated by Curaytor.

Curaytor Service may include direct or indirect access to certain software as a service (“SaaS”)

products from Curaytor and/or third parties and includes the professional services normally

provided by Curaytor with such regular subscription services. Curaytor Service excludes, however,

Additional Services and Technical Support (as defined in Section 2.2 below).

"Order Form" means any online or written order form for the Curaytor Service or for other Services

submitted by You to Curaytor and accepted by Curaytor, as indicated by Curaytor’s signature or

provision of Services pursuant to the order form. “Order Form” includes any Services description

incorporated by reference in the Order Form.

“Services” means the Curaytor Service, Additional Services, and Technical Support.

"Subscription Term" means the term for the Curaytor Service set forth on Your Order Form, as

renewed or extended from time to time.

"Your Data" means registration information, credit card or other payment information, information

concerning Your Authorized Users and customers and contacts, listing details, Your Ad Data (as

defined in Section 5.2 below), and any similar data that You upload to the Curaytor Service.

ARTICLE II. USE RIGHTS AND RESTRICTIONS

2.1 Use Rights; Restrictions. Subject to these Terms and any limitations set forth in the

applicable Order Form, Curaytor grants to You during the Subscription Term the nontransferable (except as permitted below), non-exclusive right to permit Your Authorized

Users to access and use the Curaytor Service (and any Curaytor Materials provided to You)

to allow You to receive lead generation, appointment making, marketing, contact

management, lead tracking and other related business functions that the Curaytor Service is

designed to provide.

2.2 Technical Support. During the Subscription Term, You and Your Authorized Users will

be entitled at no extra charge to access our technical support team at

[email protected] and by the support team telephone numbers we from time to time

provide; the Curaytor Mastermind online Facebook page; our user guides, knowledge bases

and self-help tools, as from time to time developed and made available; and any additional

standard technical support resources (collectively, "Technical Support") for the Curaytor

Service offered by Curaytor from time to time. Curaytor reserves the right to post on its

website, and from time to time revise, terms and conditions for Technical Support at any

time at its sole discretion. Technical Support will be provided only to Your Authorized Users

and will not be provided to your clients or members of the general public. Curaytor may

access Your account and Your Data as necessary to identify or resolve technical problems,

respond to complaints about Services, or to improve the Services generally. You

acknowledge that Curaytor and any third party SaaS providers comprising a portion of the

Curaytor Service may from time to engage in maintenance that makes all or a portion of the

Curaytor Service unavailable.

2.3 Intellectual Property Rights.

(a) Curaytor shall retain all right, title and interest (including all copyrights, patents,

service marks, trademarks and other intellectual property rights) in and to the Services and

Curaytor Materials (including application development, business and technical

methodologies, and implementation and business processes, used by Curaytor to develop or

provide the Curaytor Service or Curaytor Materials), and any and all updates, enhancements,

customizations, revisions, modifications, future releases and any other changes relating to

any of the foregoing. Except for the limited access and use rights granted pursuant to these

Terms, You do not acquire any interest in the Services or Curaytor Materials. You agree that

any suggestions, enhancement requests, feedback, recommendations or other information

provided by You or any of Your Authorized Users relating to the Curaytor Service or the

Curaytor Materials may be used by Curaytor without restriction or obligation to You.

(b) Services are not provided on a work for hire basis, and all intellectual property

rights and all software, prior technology and deliverables developed or provided by Curaytor

pursuant to the Services are and remain Curaytor property. You agree that the “look and

feel” of any websites developed as part of the Services and any individual pages thereof is

Curaytor property. “Look and feel” includes general design, element section and placement,

color palette, images and image style, layout, font choices, formatting, overall styling,

movement and response of dynamic components, and sound effects but does not require all

of the foregoing or exact copying of the foregoing. Upon Your payment in full for Services,

You are licensed to use deliverables provided pursuant to the Services for Your internal

business purposes, for the purpose for which the deliverables were provided, on a nonexclusive, non-transferable, royalty-free basis without rights to sublicense. For the avoidance

of doubt, deliverables provided to you pursuant to the Curaytor Services may be used to

market and promote Your business. The license and use rights granted by these Terms do

not, however, allow You to use content or deliverables (or derivative works of such

deliverables) provided pursuant to the Services for purposes of coaching third parties,

writing books or articles on marketing or sales topics, blogging or podcasting on marketing

or sales topics, giving speeches on marketing or sales topics, or otherwise as instructional

material, samples or templates for marketing and sales instruction. The foregoing restriction

applies even if You are in the business of such coaching, writings, blogging, podcasting, or

speechmaking.

(c) Other than an expressly provided in this Agreement, You may not modify, alter,

decompile, disassemble, reverse-engineer, or create derivative works from the Services or

any deliverables. Without limiting the generality of the foregoing, You are not permitted to

create new websites using the “look and feel” of websites developed by Curaytor, and any

such new website would violate these Terms and Curaytor’s intellectual property rights.

2.4 Ownership of Your Data. As between You and Curaytor, Your Data and any similar

data provided to Curaytor outside of the uploading process (either in hard copy or electronic

format) is and shall remain Your property. To enable Curaytor to provide You with the

Curaytor Service, and subject to the terms and conditions of these Terms, You hereby grant

to Curaytor a non-exclusive right to use, copy, distribute and display Your Data solely in

connection with Curaytor providing the Services on Your behalf or as otherwise permitted by

these Terms. You, not Curaytor, shall have sole responsibility for the accuracy, integrity, and

reliability of Your Data, and Curaytor will not be responsible or liable for the accuracy,

deletion, correction, destruction, damage, loss or failure to store any of Your Data or any

third party data (including, if applicable and without limitation, IDX data). You represent and

warrant that You have all intellectual property and other rights necessary to use the

Curaytor Service and to grant to Curaytor all rights granted by You under these Terms,

including without limitation with respect to Your Data. Curaytor will protect Your Data

provided to Curaytor as confidential in accordance with Article V below.

2.5 Log In Authority, Advertising Authority and General Cooperation. To the extent

necessary for Curaytor to provide any of the Services, You authorize Curaytor to create,

access and/or use, on Your behalf, business Facebook accounts and other third party

services maintained by or for You, and You will provide Curaytor with the log in credentials

and similar information required for this purpose. Such information will be considered Your

Data and Your Confidential Information, and Curaytor will use it only for purposes of the

Services. You also grant Curaytor the authority to create and post Facebook and other social

media advertisements on behalf of You to generate and send email and SMS campaigns on

behalf of You as part of the Curaytor Services. In addition, You will generally cooperate with

Curaytor in its provision of Services by promptly providing information, instructions,

feedback and other support as from time to time reasonably requested by Curaytor.

2.6 Zip Code Limit. Provided that You remain in compliance with the Agreement, Curaytor

will not accept a new client in Your industry (as identified on Your Order Form or, if none is

identified, as reasonably determined by Curaytor) in your primary marketing zip code (as

identified on Your Order Form) if accepting such new client would increase Curaytor’s clients

in that zip code to more than the maximum number identified on Your Order Form. Silence

or the failure to specify any cap or maximum will mean that there is no “maximum number”

or other limit on Curaytor accepting new clients. If Curaytor has agreed to allow you to list

more than one primary zip code on Your Order Form, the provisions of this Section 2.6 will

apply to each such primary zip code.

ARTICLE III. Your Obligations

3.1 Compliance. You will be responsible for managing Your use of the Services (including

responding to service or support notices in a timely manner) and for Your Authorized Users’

compliance with the Agreement and use of the Services. Use of the Curaytor Service must

comply with any general usage terms or policies from time to time posted by Curaytor on its

website at www.curaytor.com or as “click through” or similar terms on which feature or

Service access is conditioned by Curaytor or third parties (collectively, “Usage Policies”). To

the extent the Services include development of a website, You will, in consultation with your

legal counsel, adopt appropriate terms of use and a privacy policy for such website. Any

terms of use and privacy policy You adopt for a website developed pursuant to the Services

or used in connection with the Services will comply with all applicable law, and You will

comply with the terms of use and privacy policy You adopt. You acknowledge that any

sample or template terms of use or privacy policies provided by Curaytor to You are

provided solely for Your reference, are provided with no representation or warranty, and do

not constitute legal advice.

3.2 Access. You, on behalf of Yourself and Your Authorized Users, will be responsible for

maintaining the confidentiality of user identifications (“IDs”) and passwords and for any

access or use of the Curaytor Service using such IDs and passwords. If You become aware

of any unauthorized access to the Curaytor Service, You will promptly notify Curaytor. To the

extent that Authorized Users input or transfer personal data into the Curaytor Service, You

represent and warrant that You and Your Authorized Users are entitled to so input or

transfer the data to the Curaytor Service for processing in accordance with this Agreement.

3.3 No Sublicensing. You will not, and will not permit users accessing the Service through

Your account to, (a) allow any third party (except Authorized Users and then only in

compliance with this Agreement) to access, operate or otherwise use in any way the Service,

(b) use the Service to provide service to third parties, or use as a service bureau in any

manner, (c) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource

otherwise commercially exploit or make the Curaytor Service or the Curaytor Materials

available to any third party, in whole or in part, (d) modify, make derivative works of,

disassemble, reverse compile, or reverse engineer any part of the Curaytor Service or

Curaytor Materials (provided that reverse engineering is prohibited only to the extent such

prohibition is not contrary to applicable law), or access or use the Curaytor Service or

Curaytor Materials in order to build a similar or competitive product or service, (e) use the

Service to store or transmit infringing, libelous, obscene, or otherwise unlawful or tortuous

material, or to store or transmit material in violation of third-party privacy rights, (f) use the

Service to store or transmit malicious code, (g) interfere with or disrupt the integrity or performance of the Curaytor Service or third-party data contained therein, (h) use the Service in violation of applicable law, (i) attempt to gain unauthorized access to the Curaytor

Service or its related systems or networks, (j) use the Curaytor Service (in terms of number of Authorized Users, maximum list sizes, monthly email limitations, etc.) other than in conformance with the restrictions, if any, set forth in the Order Form for the level of

subscription purchased by You (Curaytor may monitor Your compliance with these limits

and, if it detects overuse, restrict Your access and/or require that You upgrade to the

appropriate higher subscription level), or (k) use the Curaytor Service in a manner that

causes undue strain or stress on the Curaytor platform through excessive API calls or other

non-standard use.

You will promptly notify Curaytor of any violation or suspected violation of the foregoing.

Curaytor reserves the right, but undertakes no obligation, to delete, cancel, modify, restrict,

suspend, or terminate any aspects of Your Data or the Service, or access rights of individual

users, that violate the foregoing or other provisions of this Agreement or that Curaytor

reasonably believes may do so.

3.4 Additional Restrictions. You are expressly prohibited from using any Front End Code

(as defined below) for any purpose outside of the intended design and implementation of

Your authorized use of the Curaytor Service. Any replication or use of any aspect of the

Front End Code or other Curaytor application or Services for any purpose designed or

intended to compete with Curaytor's solutions is strictly prohibited. "Front End Code" means

our user interface display and usability platform. This includes, but is not limited to, the

layout, color scheme, HTML pages and source code, etc.

ARTICLE IV. FEES

4.1 Fees. The initial fees for the Curaytor Service and any additional Services ("Fees") are

set forth in the Order Form, are payable in advance, and except as otherwise expressly

provided in the Order Form, are irrevocable and non-refundable for any reason (even if You

pre-paid for multiple months). If Curaytor incurs any out of pocket expenses at Your

direction, such expenses will be included in the Fees and You will reimburse Curaytor for

them. Unless other specified on an Order Form, Additional Services will be provided on a

time and materials basis at Curaytor’s then standard rates. You agree to provide Curaytor

with complete and accurate billing and contact information. Where payment by credit card is

indicated in the Order Form, or You otherwise provide Curaytor with credit card information,

You authorize Curaytor to bill such credit card (a) at the time that You order the Curaytor

Service or other Services set forth in the Order Form, (b) for any billing frequency otherwise

established in the Order Form, and (c) at the time of any renewal, for the amount charged

plus any applicable sales taxes for any renewed Subscription Term. If Curaytor, in its

discretion, permits You to make payment using a method other than a credit card, Curaytor

will invoice You at the time of the initial Order Form and thereafter on a monthly basis in

advance of the relevant billing period, and all such amounts invoiced will be due within 10

days of Your receipt of Curaytor's invoice or as otherwise specified on the applicable Order

Form. Late payments shall be subject to a service charge of 1.5% per month, or the

maximum charge permitted by law, whichever is less. All Fees and other amounts are in

United States dollars unless otherwise specified in writing by Curaytor.

4.2 Fee Changes. Curaytor may from time to time increase or decrease its Fees or change

its fee structure. Curaytor will give you notice of any such change, and the change will

become effective upon the later of the effective time specified by Curaytor in such notice or

the next renewal period of your Subscription Term. Notwithstanding the foregoing, no Fee

increase will apply if You give notice that You are terminating the Agreement prior to the

Fee increase becoming effective. Fees increased, decreased or changed in accordance with

this paragraph will for all purposes under the Agreement be “Fees.” You acknowledge that

major functions or upgrades added by Curaytor to the Curaytor Service on a modular basis

may be subject to separate or additional fees.

4.3 Third Party Advertising Charges; Other Third Party Charges. The Curaytor

Service presumes advertising spend with Facebook or other specified advertising platforms

(the “Advertising Platforms”). In addition, there may be other third party charges or fees

(e.g., for Chime or Follow Up Boss), as specified in an Order Form, that are payable directly

by You (the “Other Third Party Fees”). Accordingly, during the Subscription Term, You will

pay directly to Facebook or other advertising platform agreed with You all charges for

advertisements placed on Your behalf and You will directly pay all Other Third Party Fees.

You will also cooperate reasonably with Curaytor in the management of such advertising

platform. If Curaytor advances any such amounts on Your behalf, You will promptly

reimburse Curaytor.

4.4 Taxes. You shall pay all personal property, sales, use, value-added, withholding and

similar taxes (other than taxes on Curaytor's net income) arising from the transactions

described in these Terms, even if such amounts are not listed on an Order Form. To the

extent You are exempt from sales or other taxes, You agree to provide Curaytor, upon

request, with the appropriate exemption certificate.

4.5 Non-Payment; Other Suspension Rights. Curaytor may terminate the Curaytor

Service if the billing, contact or other setup information provided by You is false or

fraudulent. Curaytor also reserves the right, in its discretion, to suspend Your access and/or

use of the Curaytor Service: (a) where any payment is due (to Curaytor or to Facebook or

other advertising platform) but unpaid and You have been requested but failed to promptly

cure such payment failure; or (b) if You have materially breached this Agreement. Curaytor

shall not be liable to You or to any third party for any termination or suspension of the

Curaytor Service.

ARTICLE V. CONFIDENTIALITY; USE OF NAMES AND INFORMATION

5.1 Confidential Information. For purposes of these Terms and subject to the exceptions

stated below, confidential information shall include the business terms in the Order Form,

Your Data that is not public, the Curaytor Service and the Curaytor Materials, and any

information that is clearly identified in writing at the time of disclosure as confidential or that

should be reasonably understood to be confidential by the receiving party given the nature

of the information and the circumstances of its disclosure ("Confidential Information"). Each

party agrees for itself, and in Your case, for Your Authorized Users: (a) to receive and

maintain in confidence all Confidential Information disclosed to it by the other party or by a

third-party; (b) not to use the Confidential Information of the other party except to the

extent necessary to perform its obligations or exercise rights hereunder; (c) to limit the

internal dissemination of Confidential Information to those employees and contractors of the recipient who have a need to know and an obligation to protect it; and (d) to protect the

confidentiality thereof in the same manner as it protects the confidentiality of similar

information and data of its own (at all times exercising at least a reasonable degree of care

in the protection of such Confidential Information). Confidential Information shall not include

information that: (1) is known publicly; (2) is generally known in the industry before

disclosure; (3) has become known publicly, without fault of the recipient, subsequent to

disclosure by the disclosing party; or (4) the recipient becomes aware of from a third party

not bound by non-disclosure obligations to the disclosing party and with the lawful right to

disclose such information to the recipient. For the avoidance of doubt, disclosure by Curaytor

of Your Data in advertisements or promotions pursuant to the Services or otherwise

pursuant to this Agreement is a permitted disclosure. This Section will not be construed to

prohibit the disclosure of Confidential Information to the extent that such disclosure is

required by law or order of a court or other governmental authority. The parties agree to

give the other party prompt notice of the receipt of any subpoena or other similar request

for such disclosure.

5.2 Use in Marketing and Information Sharing.

(a) You may use Curaytor's name and credentials in an appropriate and acceptable

manner for Your standard marketing promotions, provided that You agree to cease or alter

such use at Curaytor's request where such use is contrary to Curaytor's branding policies,

could cause any brand confusion in the market, or is otherwise objectionable to Curaytor.

Similarly, Curaytor may use (i) Your business name, (ii) other identifying information and

contact details, (iii) names, photographs, and other information personally identifying

Authorized Users and others associated with You, (iv) sample advertisements, marketing

messages and promotions generated or used by the Services, (v) and related analytics data

(items (i) through (v) are, collectively, “Your Ad Data”) in an appropriate and acceptable

manner for standard marketing promotions, provided that Curaytor agrees to cease or alter

such use at Your request where such use is contrary to Your branding policies, could cause

any brand confusion in the market, or is otherwise objectionable to You. Acceptable and

standard marketing promotions include, but are not limited to, client listings, press releases,

surveys, interviews, reputable business publications, television, and Facebook and web site

presentation and promotion.

(b) Curaytor may, from time to time, share Your Ad Data, and summaries and analyses

based on Your Ad Data and similar data from other clients, with other Curaytor clients as

part of Curaytor’s services for those clients. Among other things, Your Ad Data may become

available to other clients when posted by Curaytor to a platform accessible to other Curaytor

clients, including without limitation the Curaytor Service feature named “Curaytor Brain” or

any successor or replacement service. You understand and acknowledge that other Curaytor

clients may share Your Ad Data with third parties or may publicize Your Ad Data. Upon the

effective date of these Terms, this subsection (b) will apply to the sharing or use of Your Ad

Data by Curaytor, if any, prior to such effective date.

ARTICLE VI. TERM & TERMINATION

6.1 Standard Term. Unless a different term is specified in an Order Form between You and

Curaytor, the Subscription Term of Your subscription to the Curaytor Service will begin on

the later of submission of Your initial payment or Your execution of Your Order Form (or, if earlier, the date on which Curaytor actually begins providing Curaytor Services) and shall

continue until the subscription is terminated as provided for in this Article 6. If Your Order

Form identifies a pre-paid period of more than one month, Your initial Subscription Term will

be equal to that pre-paid period. Upon the expiration of any initial Subscription Term, the

Subscription Term will continue on a month to month basis unless otherwise specified in the

Order Form or unless You pre-pay for more than one month on the terms then offered by

Curaytor, as evidenced by an updated Order Form issued by Curaytor to You. You may not

cancel Your subscription to the Curaytor Service prior to the expiration of the initial

Subscription Term. After the initial Subscription Term, cancellations are subject to Section

6.2.

6.2 Termination for Convenience. After the initial Subscription Term, except as

otherwise provided in an Order Form, either party may terminate the Subscription Term to a

Curaytor Service, or other Services, by providing at least 30 days’ written notice to the other

party. Except as otherwise provided in an Order Form, You will owe one additional, full

monthly installment of Fees after notice of termination is given. Curaytor's termination rights

are in addition to any suspension rights it may have under these Terms or the Usage

Policies.

6.3 Effect of Termination. Upon termination of the Subscription Term, (a) Curaytor will

cease providing You with Services (including any Curaytor developed website), (b) to the

extent that the Services included direct or indirect access to or use of third party services,

such access and use rights will terminate, and (c) to the extent that Curaytor has obtained

any domain names or similar rights on Your behalf as part of the Services, the rights and

payment obligations (but not our SaaS products or other subscription Services) associated

with such domain names or similar rights will be transferred to You. In addition, any and all

Fees then due and payable to Curaytor must be paid in full upon termination of the

Subscription Term. Contingent upon receipt of all such Fees, for a period of 30 days

following termination, You may arrange for the downloading of any of Your Data held by

Curaytor by contacting Curaytor, and Curaytor will reasonably cooperate with you in

obtaining any of Your Data maintained at third party services used to provide the Curaytor

Service. Following this 30 day grace period, Curaytor may remove Your Data from the

production environment for the Curaytor Service. The provisions of these Terms which by

their nature are intended to survive expiration or termination shall survive, including but not

limited to obligations concerning confidentiality, protection of intellectual property,

limitations of liability, indemnification and payment of unpaid Fees and expenses. Any

provisions of an Order Form that expressly survives the Subscription Term will survive in

accordance with their stated provisions.

ARTICLE VII. WARRANTIES/LIMITATION OF LIABILITY/INDEMNITY

7.1 Limited Warranties; Your Warranties; Indemnity.

(a) Curaytor warrants for a period of 30 days following their delivery that all

professional Additional Services provided hereunder will be performed in a workmanlike

manner, in conformity with the professional standards for comparable services in the

industry. For any breach of this warranty timely reported by You, Your exclusive remedy

shall be the re-performance of the deficient Additional Services, and if Curaytor is unable to

re-perform the deficient Additional Services as warranted, You shall be entitled to recover the portion of the Fees paid to Curaytor for such deficient Additional Services, and such

refund shall be Curaytor's entire liability.

(b) Any individual agreeing to these Terms on behalf of Your company is representing

and warranting to Curaytor that such individual has the authority to bind such company to

these Terms. You represent, warrant and covenant that (i) You and Your Authorized Users

shall, at all times, comply with all applicable national, state and local laws, regulations, and

licensing requirements (including without limitation, as applicable, RESPA, the US law

commonly known as “CAN-SPAM,” and the Canadian law commonly known as “CASL”), as

well as the Usage Policy and any applicable requirements imposed by applicable regulatory

or self-governing bodies, such as the National Association of REALTORS, in connection with

Your use of the Curaytor Service and (ii) any information You provide Curaytor for purposes

of its rendering any Services will be complete, correct and sufficient for Curaytor to comply

with applicable law and regulations. You acknowledge that You, and not Curaytor, are

responsible for the use of the Services by You and Your Authorized Users and for compliance

with all applicable laws, regulations and licensing requirements. Any material or guidance

that Curaytor may provide regarding CAN-SPAM, CASL, RESPA or other laws, regulations and

requirements is for general background only, is provided without representation or warranty

as to accuracy or completeness, and does not constitute legal advice.

(c) You agree to indemnify and hold Curaytor harmless from and against any third

party or government claims, including all related damages, costs and expenses (including

reasonable attorneys' fees), that arise due to violation or breach by You or any Authorized

User of Your covenants, representations or warranties in the Agreement.

7.2 Warranty Disclaimers. Except for warranties specifically made in these Terms by

Curaytor and any refund rights expressly made in the Order Form, CURAYTOR DISCLAIMS

ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING BUT NOT LIMITED TO

WARRANTIES OF MERCHANTABILITY, TITLE, UNINTERRUPTED SERVICE OR FITNESS FOR

A PARTICULAR PURPOSE. YOU ACKNOWLEDGE THAT CURAYTOR SPECIFICALLY DISCLAIMS

ALL WARRANTIES RELATING TO THE CURAYTOR SERVICE, TECHNICAL SUPPORT AND ANY

OTHER SERVICES. Without limiting the generality of the foregoing, Curaytor disclaims any

warranties relating to any third party services to which Curaytor provides you with direct or

indirect access as part of the Curaytor Services, except that Curaytor will assign to you the

third party provider’s warranties to the extent existing and assignable and as applicable to

You.

7.3 Limitation of Liability. IN NO EVENT WILL CURAYTOR BE LIABLE TO YOU FOR ANY

INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES,

INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, LOSS OF BUSINESS OR OTHER LOSS

ARISING OUT OF OR RESULTING FROM THE SERVICES OR THE AGREEMENT EVEN IF IT

HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL

APPLY REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE,

TORT, STRICT LIABILITY OR ANY OTHER THEORY OF LEGAL LIABILITY. IN ADDITION, IN

NO EVENT WILL CURAYTOR'S CUMULATIVE LIABILITY UNDER THESE TERMS EXCEED THE

AMOUNT PAID BY YOU TO CURAYTOR DURING THE SIX MONTH PERIOD PRECEDING THE

ALLEGED LIABILITY EVENT.

ARTICLE VIII. GENERAL PROVISIONS

8.1 Notice. Notices regarding these Terms to Curaytor shall be in writing and sent by email

to [email protected], with “Contract Notice” in the subject line. Curaytor may give notice

applicable to Curaytor's general customer base by means of a general notice on the client

portion of Curaytor’s website, and notices specific to You by electronic mail to Your

designated contact's email address on record with Curaytor, or by written communication

sent by first class mail or overnight courier (if to an address within the United States), or

international courier, to Your address on record in Curaytor's account information. All notices

shall be deemed to have been given three days after mailing or posting (if sent by first class

mail), upon delivery in the case of courier, or the next business day after being sent by

email.

8.2 Assignment. You may not assign these Terms or any Services without providing prior

notice to and obtaining the consent of Curaytor, which shall not be unreasonably denied

provided Your account is in good standing. Any purported assignment in violation of this

Section shall be void.

8.3 Integration; Modification; Updates. These Terms and the information incorporated

into these Terms by written reference (including reference to information contained in a URL

or referenced policy), together with any applicable Order Form, represent the parties' entire

understanding relating to the Curaytor Service, the Curaytor Materials and the Services, and

supersede any prior or contemporaneous, conflicting or additional agreements or

communications. The terms and conditions of the Agreement may only be amended by

written agreement of the parties, except that Curaytor may from time to time update these

Terms by notice to You. Any such update to these Terms by Curaytor will be effective upon

30 days’ notice of such update to You unless a shorter notice period is required for Curaytor

to comply with applicable law or You agree otherwise. Your continued use of the Curaytor

Service after the effective date of any updated Terms will constitute your acceptance of

those Terms. If You are an existing client of Curaytor, these Terms will become effective

upon the date provided in the existing terms or agreement between Curaytor and You or, if

earlier, the date on which You first register for a new Curaytor Service after receiving notice

of these Terms. These Terms will apply to any Curaytor Service, the Curaytor Materials or

any other Services that You request and that Curaytor provides, even if there is no Order

Form for such Curaytor Service, Curaytor Materials or other Services.

8.4 Governing Law; Arbitration. These Terms shall be governed by the laws of the

United States of America and the State of New Hampshire without giving effect to conflict of

laws principles. Any and all disputes, controversies and claims arising out of or relating to

these Terms or concerning the respective rights or obligations of the parties hereto shall be

settled and determined by arbitration before a panel of one arbitrator in Hillsborough

County, New Hampshire, pursuant to the Commercial Rules of the American Arbitration

Association then in effect. Judgment upon the award rendered may be entered in any court

having jurisdiction or application may be made to such court for a judicial acceptance of the

award and an order of enforcement. The parties agree that the arbitrator shall have the

power to award damages, injunctive relief and reasonable attorneys' fees and expenses to

the prevailing party. Nothing in this paragraph, however, will restrict either party’s right to

seek an injunction or other equitable relief from any court having jurisdiction in order to

protect its confidential information or intellectual property rights.

8.5 Force Majeure. Except for Your obligation to pay Fees for the Curaytor Service or

other Services rendered, neither party will be responsible for failure of performance due to

causes beyond its control. Such causes include (without limitation) accidents, acts of God,

labor disputes, actions of any government agency, shortage of materials, acts of terrorism,

or the stability or availability of the Internet or a portion thereof.

8.6 Export. You agree that U.S. export control laws and other applicable export and import

laws govern Your use of the Curaytor Service, including Curaytor technology. You represent

that You are neither a citizen of an embargoed country nor prohibited end user under

applicable U.S. export or anti-terrorism laws, regulations and lists. You agree not to use or

export, nor allow a third party to use or export, the Curaytor Service or technology in any

manner that would violate applicable law, including but not limited to applicable export and

import control laws and regulations.

8.7 Role of Curaytor. You acknowledge that Curaytor does not broker real estate

transactions and does not sell, buy, or negotiate the purchase, sale or exchange of real

property. Curaytor does not act a real estate agent for You or any other user. Nor is

Curaytor a lender, mortgage broker, loan originator, loan processor, settlement service

provider, or underwriter.

8.8 Relationship of Parties. No joint venture, partnership, employment, or agency

relationship exists between Curaytor and You as a result of the Agreement or use of the

Curaytor Service. Only Curaytor and You are parties to the Agreement notwithstanding any

Authorized Users, except that any Authorized Users are subject to the restrictions, conditions

and limitations set forth in the Agreement.

8.9 Subcontractors. Curaytor reserves the right to make use of subcontractors to provide

Services.

8.10 Invalidity; Waivers. If any provision or portion of these Terms is held invalid, illegal,

void or unenforceable as it appears in these Terms by reason of any rule of law,

administrative or judicial provision or public policy, then such provision shall be construed as

being enforceable to the extent such rule of law, administrative or judicial provision or public

policy allows. All other provisions of these Terms shall nevertheless remain in full force and

effect. Neither of the parties shall be deemed to have waived any of its rights, powers or

remedies hereunder unless the waiving party expresses such a waiver in writing.