a. “Advertising Services” means advertising services consisting of advertising to be purchased by Customer for the purpose of generating visitor traffic to the Customer Suite/or generating new Customer Leads in the CRM system).

b. “Customer Lead Data” means all prospect information generated by Supplier as a result of Customer’s purchase of Lead Products and Advertising Services. For the sake of clarity, Customer Lead Data is not a type of Customer Data nor is it a Deliverable.

c. “Customer Site” means the website platform or other website provided by Customer for use in connection with any Products provided by Supplier pursuant to an applicable Order Form.

d. “Lead” means the individual and contact information thereof who has voluntarily expressed interest in specified products or services through Supplier’s advertising or other efforts.

e. “Lead Products” means Cloud Services that include a committed number of prospects per period as specified on the Order Form.

f. “MLS” means a multiple listing service.

g. “Public Record Data” means any combination of property, tax, ownership, deed, mortgage, pre-foreclosure, and valuation information, including but not limited to models, analytics, reports, scores and images.

a. The initial term of the Agreement with respect to any Market Leader Product (including any Website Products offered in conjunction with the Market Leader Product(s)) shall be the number of full calendar months in the as specified in the Order Form or SOW (the “Initial Term”). If no term is specified in the Order Form or SOW, the Initial Term shall be for a period of 12 months.

b. Upon expiration of the Initial Term, unless either Party provides the other with the applicable notice described in subsection 3(b) below, the term for the Agreement with respect to the Market Leader Products will automatically renew on a month-to-month basis (“Renewal Terms”).  The Initial Term and any Renewal Terms shall collectively be referred to as the “Term.”

a. Termination by Supplier. In addition to any rights Supplier may have to terminate this Agreement under the GTCs, Supplier has the right to terminate this Agreement: (i) for breach immediately and at Supplier’s discretion based on Customer’s rude behavior, abuse or any type of threat made by Customer, or (ii) at any time, without cause, upon fifteen (15) days prior written notice to Customer.

b. Termination by Customer. Except as specified in the GTCs and in these PSTs, Customer may not terminate the Agreement prior to the expiration of the Initial Term or any Renewal Terms. Customer may terminate the Agreement at the end of the Initial Term or any Renewal Term with respect to the Market Leader Products by providing at least 35 days advance written notice prior to the end of the Initial Term or Renewal Term, as applicable. To provide such notice of termination to Supplier, Customer must sign and return the cancellation confirmation form provided by Supplier on or before the date specified therein. To obtain the cancellation confirmation form, Customer shall email: support@marketleader.com.

c. Effect of Termination on Customer Lead Data. In the event the Agreement, or any portion thereof with respect to Lead Products or Advertising Services is terminated by Supplier for Customer’s breach (including for non-payment) (a “Customer Breach Termination”), CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER WILL NO LONGER USE CUSTOMER LEAD DATA FOR ANY PURPOSE, EXCLUSIVELY OR OTHERWISE, EXCEPT WHERE USE BY CUSTOMER IS NECESSARY FOR CUSTOMER TO MEET ITS OBLIGATIONS UNDER APPLICABLE LAWS OR REGULATIONS. As of the effective date of any termination referenced herein and subject to the rights of the Leads, Customer agrees that Supplier may use the Customer Lead Data only for the following specific and limited purposes: (1) to contact Leads to confirm whether they are still interested in the services that are the same or materially similar to those services that Customer would offer to the Leads (the “Customer Services”), (2) to connect Leads with a real estate agent that has hired Supplier to provide the same or materially similar Lead Products and Advertising Services described in this Agreement, or (3) to further disclose the Leads to one of Customer’s Affiliates identified in Customer’s privacy policy, provided that Customer obligates that Customer Affiliate to use that Customer Lead Data only for the specific and limited purpose of connecting Leads with a real estate agent that has hired that Customer Affiliate to provide the same or materially similar Lead Products and Advertising Services described in this Agreement.  Customer agrees that following a Customer Breach Termination, to the extent permitted by applicable law, Supplier may make Customer Lead Data available to other parties.

a. If Customer is purchasing Advertising Services, Customer acknowledges and agrees that Customer commissions Supplier to generate Customer Lead Data as part of the purchase of the Advertising Services, and in the event Customer is in default of any term or condition of the Agreement, including its obligations with respect to Fees, and Supplier terminates the Agreement (or any portion thereof), Customer’s rights with respect to the Customer Lead Data will be affected in accordance with the terms of Section 5 of these PSTs.

b. As part of the Advertising Services, Customer hereby authorizes Supplier to place Customer’s content, including any and all forms of advertising, directly on Customer’s social media accounts as well as on the Customer Site or any website owned by Customer. Customer shall be solely responsible for obtaining authorized access for Supplier to Customer’s social media accounts and as between Supplier and Customer, shall be solely responsible for compliance with the applicable terms of use for any social media website where Customer maintains an account. Customer shall indemnify, defend and hold harmless Supplier and its officers, employees, agents and affiliates from and against all losses, expenses, liabilities, damages and costs including, without limitation, reasonable attorneys’ fees (collectively “Costs”), to the extent that such Costs are attributable to Supplier providing Advertising Services to Customer on Customer’s social media accounts. Supplier’s liability to Customer in respect of Advertising Services shall be limited as provided in the Agreement.

c. Supplier shall use its reasonable commercial judgment with regard to the application of any amounts paid by Customer with respect to the Advertising Services under this Agreement (“Advertising Fees”), with the goal of generating new prospects in the Customer’s CRM system. Notwithstanding the foregoing, Supplier shall have sole discretion with respect to the application of all Advertising Fees and may, without limitation, utilize any or all of the following methods, and retain a portion of the Advertising Fees as payment for such services: (i) contract with third-parties to place advertisements on Customer’s behalf, (ii) purchase web traffic from third-parties, which traffic will be directed to the Customer Site, (iii) contract with Supplier or its Affiliates to place advertisements on Customer’s behalf, and/or (iv) redirect visitors from any web site owned by Supplier to the Customer Site. Further, Supplier has absolute discretion as to where (and how often) ads will be displayed on Customer’s behalf and that the ads can be displayed next to direct or indirect competitors.

d. Customer acknowledges that certain MLS listings to be displayed on the Customer Site may also be “syndicated” (e.g., displayed in advertising placed on Customer’s behalf by Supplier pursuant to this Agreement) or otherwise used by Supplier, in each case, solely for the purpose of generating additional traffic to Customer’s Customer Site. Customer represents and warrants that it has permission and authority to use all MLS listings to be displayed on Customer’s Customer Site in the manner contemplated hereby.

e. Customer may designate not more than one third-party real estate mortgage service as authorized advertisers on the Customer Site (each an “Advertising Partner”). To designate an Advertising Partner, Customer must provide Supplier with a payment form completed and signed by such Advertising Partner specifying the monthly payment amount that has been negotiated between them and specifying the amount to be billed directly by Supplier to Advertising Partner (the “Advertising Partner Payment Amount”). Upon receipt of such payment form, Customer shall be deemed to have authorized Supplier to display mutually agreeable advertisements on the Customer Site that promote Advertising Partner’s products and services. Advertising Partner provided content shall be subject to the same terms and conditions of this Agreement applicable to Customer content, and Customer shall be responsible for Advertising Partner’s failure to comply therewith. Supplier will reduce the monthly fees it bills Customer under this Agreement by the Advertising Partner Payment Amount(s), provided that Customer hereby agrees that it is the unconditional guarantor of all Advertising Partner Payment Amount(s) and in the event that any Advertising Partner fails to timely pay any Advertising Partner Payment Amount when due to Supplier, then Supplier shall invoice and Customer shall promptly pay to Supplier all such delinquent Advertising Partner Payment Amount(s) in accordance with the terms of this Agreement.

a. With respect to Customers who are or rely upon multiple listing services or associated boards or associations (collectively, “MLSs”), Customer acknowledges and agrees: (i) certain Products may rely heavily on data from MLSs, and the usefulness of such Products to Customer will depend significantly on whether such Products are supported by the MLS(s) relevant or important to Customer; (ii) certain Products are not supported by all MLSs, and Customer agrees to take responsibility to confirm with Supplier whether the MLS(s) relevant or important to Customer are supported; and (iii) if Supplier is informed by an MLS that Customer is not a subscriber or member in good standing, or are otherwise restricted by the MLS from accessing the applicable data or content, then Supplier may immediately suspend and/or terminate the Order and/or Customer receipt of, access to and/or use of the applicable Product or feature.

b. To the extent that any Product depends on Customer receiving a data feed from a particular MLS, the Term for such Product will terminate automatically upon the expiration, cancellation or termination of the agreement between Supplier and the applicable MLS that relates to Customer’s product(s) or service(s) or upon the expiration, cancellation or termination of the agreement between Customer and the applicable MLS. Supplier is not responsible for any damages in the event that the Product cannot access or otherwise use the data from such MLS or any other breach of this Agreement.  Customer acknowledges that the Product may depend on Customer to complete MLS paperwork to obtain permission for Customer to access data feeds, and agrees to complete in a timely manner. To the extent Supplier assists Customer in obtaining access to such data feeds, Supplier may charge (i) “MLS Pass-Through Fees,” which are fees charged by an MLS on Supplier in for each data feed and are passed through to customers who use those feeds, and (ii) a Data Management Fee in respect of the provision of normalized and standardized access to such MLS Data by Supplier and/or its Affiliates and Licensors. Customer will see these fees as line item on the billing summary before subscribing to a plan.

a. Customer Email, Text Message, and Telephone Communications. Customer and each of its Authorized Users agree to comply with all Supplier policies and all laws, rules and regulations relating to the sending of email messages and initiating text messages (including the CAN-SPAM Act, the Telephone Consumer Protection Act, and these acts’ implementing regulations) through the Products. Additionally Customer and all of its Authorized Users agree not to disable or attempt to circumvent any consumer protection implemented by Supplier for email communication or text message communication through the Products. Any violation of this section may result in loss of features, up to and including termination of Customer’s account. If Customer or any of its Authorized Users imports lists for the purpose of sending email or initiating text messages to such list, then Customer warrants that each person on such list has previously opted-in to receive email communication or text message communication from Customer. Customer will indemnify Supplier for any costs or damages incurred by Supplier due to Customer’s or its Authorized User’s failure to comply with this section.  Customer agrees that fees and charges generated from Customer’s use of text messaging and dialer capabilities may be billed by Supplier or by a vendor that provides these capabilities to Supplier’s customers and that Customer will be solely responsible for such fees and charges regardless of which entity bills Customer for them.

b. Supplier Text Message and Telephone Communications to Customer. Customer and any Authorized Users expressly agree to receive text message communications and telephone communications from Supplier. These communications may include marketing text messages and telephone calls offering Supplier product add-on purchases to Customer.