Terms and Conditions

This Terms of Use [hereinafter referred to as the "Agreement"] contains the terms and conditions that apply to Client's use of the Real Estate ProText text marketing services [hereinafter referred to as "Services"]. As used in the Agreement the term "Provider" refers to Promoting Matters and the term "Client" refers to the person and/or entitiy who creates one or more cell phone number lists [hereinafter referred to as the "Lists"] and corresponding accounts using the Services, and performs the administrative functions of the Lists. The Services are offered to Client conditioned on Client's acceptance without modification of this Agreement and Provider's Acceptable Use Policy [hereinafter referred to as "AUP"]. Client's use of the Services constitutes the Client's acceptance to this Agreement and Provider's AUP.

Client's Core Representations & Warranties:

Client represents and warrants the following:

Client has the full power, authority and right to enter into the Agreement and affirms that Client is at least 18 years of age;

Client's execution, delivery and performance of this Agreement will not violate any applicable law, statute or governmental regulation; and

Client is responsible for the security of the data, software and/or applications received from Provider. Client's responsibility also includes the security of the data, software and/or applications provided to any third party SMS service providers that Client employs and/or uses.

Client has red and agrees to be bound by the enitre Agreement and Provider's AUP.

COSTS; TERM OF AGREEMENT; PAYMENT; DEFAULT OR BREACH:

Costs of Services:

Client agrees to pay Provider a set fee per New Property Listing [hereinafter referred to as

"Listing"] or Open House Announecements [hereinafter referred to as "Announcements"] of publication. Client understands that each Listing on Real Estate ProText is for the life of the real estate listing with said Client and the property owner. If the real estate listing is extended, the original fee will continue to cover the Real Estate ProText Listing. If the real estate listing ends, for whatever reason, that concludes the life of the RealtorsText Listing. Should the real estate listing be re-established at a later date with said Client and the property owner, a new Listing will be required. Client also understands that the Clients Listing will include a premium Keyword. Announcements will be for a set number of announcements as requested by the Client, with the final Announcement no later than the day of the Open House. If Client holds another Open House, a new Announcement is required. Client acknowledges the Real Estate ProText has three (2) levels of service: Self-Serve for $29.95 for access to the Control Panel. Client may create unlimited New Listing Ads, New Listing Announcements and Open House Announcements. This package allows for 250 Outgoing Texts. If Client exceed this allotment, outgoing texts (Client is not charged for incoming texts) are $.12 per text. Client may also choose to purchase a package of 250 additional texts. These texts have no expiration date; Full Service which has a monthy subscription rate of $14.95, giving Client full access to the Control Panel and Unlimited Ougoing Texts. This Service is designed for Real Estate ProText to create all New Listings, New Listing Announcements and Open House Announcements. New Listing are $12.95 each, a one-time fee for the life of the Listing. Open House Announcements are $7.95. Should Client choose to create their own, New Listings are charged at $2.00 each and Open House Announcments are charged at $1.00 each.

Client agrees to pay Provider a set per-text fee for the right to receive and send SMS texts. Client

further understands that text charges are charged on a 30-day basis in arrears. The 30-day period is determined by the date Client establishes his/her account with RealtorsText. Invoice for text charges is due and payable upon receipt. All invoices will be send from Promoting Matters, owner of RealtorsText via email and Client underatands that maintaining a viable email account is her/her responsiblity as part of this agreement. Client agrees to immediately advise of any email address changes by sending and email to Billing@PromotingMatters.com. All text invoices will be considered past-due 10 days following the sending of the Invoice by Promoting Matters, owner of RealtorsText. Invoices 30 or more days past due will result in suspension of text services. Text invoices more that 60 days past due will result in Real Estate ProText account closure.

The Real Estate ProText Mobile website is $299.00. We will provide a domain name and create

a four (4) page Mobile Website for the Client. Listings can be added to this mobile website. We will
provide monthly hosting and website management for $9.95/month. The Mobile Website may be paid in three payments, first due on Account Initiation of $100.00, a second payment of $100.00 30 days later, and a final payment of $99.00 60 days from initial payment. Failure to make any of the above payments at the time stated, will result in a suspension of the Mobile Website until payment is made. If any payment if more that 60 days past due, the Mobile Website will terminate.

Client understands that all fees are non-refundable.

Term of this Agreement:

The term of this agreement is on a month-to-month basis. The Client may terminate his/her ReatorsText account at any time. The Client will still be responsible for any accrued text and/or Keyword fees. RealtorsText may cancel a Client's account for failure to pay, as outlined above, or for Breach of any other portion of this Agreement.

Keywords are an integral part of the Real Estate ProText system. Each Listing or Announcement

receive a specific Keyword that is used by the RealtorsText system to identify that property. The Real Estate ProText system can have only one specific Keyword working in the system at any time. Client understands that he/she may request a specific Keyword. If that Keyword is available, that Keyword will be assigned to that Listing for the life of that Listing. Client has final say over which Keyword is used, as long as that Keyword is available. In the event the Client has a Listing end, for whatever reason, and wishes to use that Keyword in their next Listing, the Client has the right to that Keyword. In the event that Keyword is not used by said Client within 30 days of the end of it's use, the Client may wish to reserve that Keyword for future use by paying a Keyword Preservation Fee of $4.95 every 30 days until that Keyword is again used on one of the Client's Listings. The $4.95 fee will be charged for any part of a 30-day period in which it is not assigned to a Client's Listing. If the Client does not reuse the Keyword for a Listing and chooses not to reserve said Keyword by paying the Keyword Preservation Fee, said Keyword will be released and Client has no further right to that Keyword.

Payment, Financial Agreement, Refund Policy:

Client acknowledges and agrees that all financial information given to Provider (e.g., credit card, electronic debit information, etc.) is true and alwfully theirs and that Providers is reasonable relying on said representations in entering into this Agreement and providing its products and/or services. Client acknowledges that all payments are due in advance of Listings or Announcements or setup of RealtorsText account. Client acknowledges that Texting and Keyword Fees are due in arrears. Client further acknowledges that Provider maintains a "NO REFUND POLICY" for fees once the RealtorsText account, Listings or Announcements have bden created. Client expressly acknowledges that Provider performs a substantial and significant portion of the work required of it to be performed, prior to the actual "going live" with New Property Listings and Open House Announcements. Fees are considered due once the Client approves the 'proof' provided by Real Estate ProText for whatever Listing or Announcement requested by the Client. All Listings will be charged upon appoval of the 'proof' by the Client and will be broadcast only upon payment. All Text and Keyword fees will be charged on the last day of the Client billing cycle (every 30 days based upon the date of initial Account setup). All account cancellations and/or terminations must be made in writing (an email is deemed sufficient). Client understand that Provider prides itself on protecting consumer's financial privacy and safety. Provider will prosecute to the full extent of the law for any fraudulent financial information given to it.

Customer chargebacks, Payment Reversals, Payment Dishonors, Theft, Credit Reporting Agencies, and Collection Agency;

Provider regards fraud and theft of services as very serious crimes. Because of the nature of online services, any chargeback, reversal, or any attempts to stop payment initiated by Client after using Provider's services will be considered theft and treated as fraud. Client agrees that all payments initiated by Client in which payments are made to Client's credit card, debit card, or bank account are final and irreversible. Client agrees to not file a credit card or debit card chargeback against Provider with regard to any purchase made by Client. In event Client breaches this Agreement by filing a chargeback, upon a resolution in Provider's favor of such chargeback by the credit card issuing bank, the credit card processor, or by VISA, MASTERCARD, DISCOVER, or any other credit card service, Client agrees to reimburse Provider for any and all costs incurred in connection with such chargeback, including without limitation, Provider's actual costs paid to the credit card processor or banks, as well as any other third-parties. Client agrees to authorize Provider to charge these amounts to Client's credit card, debit card, or bank account. In the event Client's chargeback is upheld by the credit card issuing bank, the credit card processor, or by VISA, MASTERCARD, DISCOVER, or any other credit card service, Client agrees that such resolution is not dispositive on the issue of the amounts owed by Client to Provider. If such chargeback is upheld, Client agrees to pay all of the same costs, in addition to the original purchase price, and that, Provider will use the dispute resolution procedures below to collect such amounts.

Client agrees that any amounts owed by Client to Provider for 30 calendar days or more after charges are successfully reversed due to a chargeback may be reported to credit reporting agencies as a delinquent collection amount and may be referred to a thrid-party debt collections agency for full pursuit of collection without further notice. The costs of such collection and any related costs, including without limitation, collection agency fees, attorneys' fees, court costs, and the like, shall be added to the amount owed by Client to provider, and shall bear interest at the rate of 9% per annum until satisfied. The credit reporting agencies wiil report against the credit of the cardholder. Once the account is turned over to the collection agency and the local authorities, the matter is out of Provider's hands. This will result in cardholder's credit history being marked as a "Collection Account" by the collection agency. CLIENT UNDERSTANDS THAT PROVIDER'S COLLECTION EFFORTS MAY ADVERSELY AFFECT CLIENT'S CREDIT RATING.

Furthermore, Client agrees that in the event Client files a chargeback against Provider regarding any purchase, Provider reserves the right to report the incident for inclusion in any chargeback abuser databases of Provider's choosing and in Provider's sole discretion. The information reported will include Client's name, email address, order date, order amount, IP address, full address, and phone number. CLIENT UNDERSTANDS THAT BEING LISTED ON SUCH DATABASES MAY MAKE IT MORE DIFFICULT FOR CLIENT TO SUE ANY OF CLIENT'S CREDIT CARDS(S) COMPANIES ON FUTURE PURCHASES WITH PROVIDER OR OTHER ONLINE MERCHANTS.

To avoid any of the foregoing in this section, Provider encourages Client to contact Provider first for any problems with Client's purchases.

Default or Breach by Client; Fees and Costs:

If Client defaults on or otherwise breaches any of the terms, conditions, convenants and/or warranties contained in this Agreement, Client agrees to compensate Provider for any and all damages arising thereof, including but not limited to actual damages, consequential damages and economic losses. Furthermore, Client agrees Provider shall be entitled to recover all reasonable fees, expenses and/or costs (including attorney fees, in-house counsel costs, court costs, expenses and other costs) incurred in attempting to collect payment from Client or in enforcing this Agreement against Client, to the extent not prohibited by applicable law.

ADDITIONAL TERMS AND CONDITIONS:

SMS Marketing Campaigns:

Client acknolwedges and agrees that there are no guarantees of success for any SMS marketing campaigns. Like any form of traditional advertisement, SMS marketing has its successes and failures due to marketing conditions and other factors. CLIENT AGREES THAT PROVIDER SHALL NOT BE LIABLE FOR ANY UNSUCCESSFUL SMS MARKETING CAMPAIGNS. FURTHERMORE, CLIENT AGREES THAT PROVIDER DOES NOT GUARANTEE ANY SMS MARKETING SUCCESS, AND CLIENT SHALL NOT BE ENTITLED TO A REFUND OR ANY OTHER DAMAGES IF CLIENT'S SMS MARKETING CAMPAIGN(S) FAILS TO GENERATE THE RESULTS CLIENT DESIRES OR ANY RESULTS THEREOF.

Force Majeure:

Neither party shall be liable for, or considered in breach of, or default under this Agreement on account of, any delay or failure to perform as required by the Agreement (except with respect to your payment obligations to us) as a result of any causes or conditions which are beyond such party's reasonable control and which such party is unable to overcome by the exercise of reasonable diligence; provided that the non-performing party give reasonably prompt notice under the circumstances of such condition(s) to the other party.

Limitations on the Use of Products, Software and/or Services:

Client agrees it will not use Provider's products or services to transmit, disseminate or upload any: (1) unlawful, harassing, libelous, tortuous, abusive, threatienng, or obscene communications of any kind; (2) materials that infringe or violate any third party's copyright, trademark, trade secret, privacy or other proprietary or property right; (3) materials that could constitute a criminal offense, give rise to civil liablilty or otherwise violate any applicable law or regulation; (4) objectionable materials, including but not limited to, content that contains blantant bigotry, racism, or hatred or that promotes illegal activites or physical harm against anyone; (5) spam, or any other type of unsolicited SMS messages to people or entities who have not agreed to be part of such broadcast; (6) any viruses or other harmful, disruptive or destructive files; and (7) in violation of this Agreement or Provider's AUP. Adult or pornographic content is absolutely prohibited for SMS marketing.

List Management:

Provider shall arrrange for the maintenance of an opt-out option for Client's campaign(s). Client understands all opt-out requests from consumers for all campaigns by Client will be honored and additional messages to these mobile numbers, pursuant to the United States CAN-SPAM ACT and carrier/MMA Guidelines, shall not be sent. Client agrees that Provider may charge, in Provider's sole discretion, and client shall pay, $300.00 for each and every SMS message Client sends: (1) in violation of the CAN-SPAM Act or carrier/MMA Guidelines; (2) in violation of Provider's AUP; (3) in violation of Provider's Terms of Use for SMS marketing (hereinafter referred to as "TU"); (4) in violation of any laws, statues or regulations which may apply to the message; and/or (5) otherwise in violation of this contract.

Proprietary Rights:

Provider will not sell, trade, rent, lend or disseminate email addresses and/or cell phone numbers that Client supplies for any purpose. However, it is understood that if some of the addresses ando/or cell phone numbers Client supplies are in the Provider's database(s) and/or list(s) of recipients that Provider otherwise has or owns, that Provider has proprietary rights to such addresses and/or cell phone numbers.

Right to Refuse:

Provider reserves the right to refuse any and all services based on its company policy of respectable marketing practices at anytime. Provider holds strict rules and regulations for its SMS marketing and hosting services. Provider will not broadcast SMS messages that contain illegal sexual content, illegal pirated software, hate, discrimination, or that are in violation of any known federal, state or international law. In addition, Provider reserves the right to determine what is in the best public interest and may elect not to broadcast any message it finds not to be in the best public interest.

NO OTHER RESPRESENTATIONS AND WARRANTIES:

CLIENT UNDERSTANDS AND AGREES THAT NO ADVICE, INFORMATION OR OPINIONS, WHETHER WRITTEN OR ORAL, OBTAINED BY CLIENT FROM PROVIDER SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. CLIENT UNDERSTANDS AND AGREES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED. CLIENT UNDERSTANDS AND AGREES THAT ALL PRODUCTS AND/OR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND THAT PROVIDER DOES NOT MAKE ANY WARRANTIES THAT PROVIDER'S PRODUCTS OR SERVICES WILL MEET CLIENT'S REQUIREMENT, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE. CLIENT UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED OR STORED THROUGH THE USE OF PROVIDER'S PRODUCTS AND SERVICES IS AT CLIENT'S OWN DISCRETION, CLIENT'S OWN RISK AND THAT CLIENT WILL BE SOELY RESPONSIBLE FOR ANY DAMAGE TO CLIENT''S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS. CLIENT UNDERSTANDS AND AGREES THAT THE USE OF ANY PROVIDER'S PRODUCTS AND/OR SERVICES IS AT CLIENT'S SOLE RISK.

WITHOUT LIMITING THE FOREGOING, PROVIDER SPECIFICALLY DISCLAIMS ANY WARRANTIES REGARDING (A) THE NUMBER OF PERSONS WHO VIEW ANY SMS BROADCAST PURSUANT TO THIS AGREEMENT, AND (B) ANY BENEFIT CLIENT MIGHT OBTAIN FROM HAVING ITS MESSAGES, PRODUCTS AND/OR SERVICES ADVERTISED PURSUANT TO THIS AGREEMENT.

Waiver:

The failure of either Provider or Client to insist upon or enforce performance by the other party of any provisiion of this Agreement or to exercise any right under this Agreement will not be construed as a waiver or reliquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance; rather the same will be and remain in full force and effect.

Modifications of Terms and Conditions:

Provider reserves the right to modify any of the terms and conditions contained in this Agreement, at any time and in Provider's sole discretion, by posting a new agreement on Provider's website located at RealtorsText.com or any such successor Website. Client is responsible for regularly reviewing these terms and conditions. Client's continued use of the Services after any modification shall constitute Client's consent to such modification. Provider does not and will not assume any obligation to notify Client of any modification to the Agreement. If Client finds any modification to be unacceptable. Client's only recourse is to terminate this Agreement and cease using the Services.

Governing Law; Jurisdiction and Venue, Service of Process:

This Agreement shall be governed by the laws of the State of California without respect to choice of law rules and parties hereby consent to the exclusive jurisdiction and venue in the state courts of San Bernardino County, California and/or the federal court for the Southern District of California, for such purpose. Client waive the personal service of any process upon them and agrees that service may be completed by overnight mail (usings a commercially recognized service) or by the U.S. mail with delivery receipt to the address stated in this Agreement.

Conflict of Terms:

If Client has entered into a separate written "Real Estate ProText Contract" [hereinafter referred to as "Contract"] for the Services, which incorporates this Agreement, and there exists an expresss conflict between the terms and said Contract and this Agreement, then in regard to the conflicting terms only, the terms set forth in said Contract prevail and shall be binding upon the parties; provided, however, that if the conflicting terms may be construed in a manner in which they both may apply or that the terms and conditions herein may supplement the terms of the Contract, then such a construction shall be used.

Construction; Serverability:

Each party acknowledges that the provisions of this Agreement were negotiated to reflect an informed, voluntary, allocation between them of all the risks (both known and unknown) associated with the transactions contemplated hereinafter. Furthermore, all provisions are inserted conditionally on their being valid in law. In the event that any provision of the Agreement conflicts with the law under which the Agreement is to be construed or if any such provision is held invalid or unenforceable by a court with jurisdiction over the parties to the Agreement; (I) such provision will be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law; and (ii) the remaining terms, provisions, covenants, and the restrictions of the Agreement will remain in full force and effect.

Headings:

The captions and headings used in the Agreement are inserted for convenience only and will not affect the meaning or interpretation of the Agreement.

Survival:

Any obligations which expressly or by their nature are to continue after termination, cancellation, or expiration of the Agreement shall survive and remain in effect after such happening, including, but not limited to, the subparagraph captioned "Entire Agreement; Acceptance", below.

Indemnification and Liability:

Client agrees and acknowledges that it shall hold Provider (including, but not limited to, all its employees, officers, shareholders, directors, agents, attorneys, vendors, affiliates, subcontractors, its parents, subsidiaries, suppliers or contract employees) harmless from any liability, loss, claims, and/or expenses related to any or all SMS marketing campaigns or hosting srevices.

Remedies:

Except as otherwise specified, the rights and remedies granted to a party under the Agreement are cumulative and in addition to, not in lieu of, any other rights and remedies which the party may possess at law or in equity.

LIMITATIONS OF LIABILITY:

EXCLUDING THE CLIENT'S OBLIGATIONS UNDER THE ABOVE SUBSECTION ENTITLED "INDEMNIFICATION AND LIABILITY," UNDER NO CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, SHALL PROVIDER {INCLUDING BUT NOT LIMITED TO ALL ITS EMPLOYEES, OFFICERS , SHAREHOLDERS, DIRECTORS, AGENTS, ATTORNEYS, VENDORS, AFFILIATES, SUBCONTRACTORS, ITS PARENTS, SUBSIDIARIES, SUPPLIERS OR CONTACT EMPLOYEES) BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR INABILITY TO USE PROVIDER'S SERVICES AND/OR PRODUCTS OR FOR THE PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO BY MEANS OF OR THROUGH THE PROVIDER'S PRODUCTS OR SERVICES, OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR OTHER INFORMATION THAT IS SENT OR RECEIVED OR NOT SENT OR NOT RECEIVED, OR STORED OR NOT STORED, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLIENT AGREES THAT PROVIDER SHALL NOT BE LIABLE FOR ANY FAILURE TO DELIVER, HOLD OR STORE DATA TRANSMITTED, STORED OR USED BY PROVIDER'S PRODUCTS OR SERVICES. CLIENT AGREES THAT CLIENT'S SOLE AND EXCLUSIVE REMEDY FOR ANY DISSATISFACTION WITH PROVIDER'S PRODUCTS OR SERVICES IS TO DISCONTINUE TO USE OF PROVIDER'S PRODUCTS AND SERVICES. WITHOUT LIMITING ANY OF THE FOREGOING, CLIENT AGREES THAT PROVIDER IS NOT RESPONSIBLE FOR ANY OF CLIENT'S MATERIALS (INCLUDING BUT NOT LIMITED TO CLIENT'S MESSAGES, DATA OR OTHER INFORMATION) RESIDING IN PROVIDER'S NETWORK HARDWARE OR SYSTEMS. CLIENT IS RESPONSIBLE FOR BACKING-UP CLIENT'S OWN MATERIALS, REGARDLESS OF WHETHER SAID MATERIALS ARE PRODUCED THROUGH THE USE OF PROVIDER'S PRODUCTS AND/OR SERVICES. CLIENT AGREES THAT IT IS CLIENT'S SOLE AND EXCLUSIVE RESPONSIBILITY TO TAKE THE NECESSARY STEPS TO ENSURE CLIENT'S MATERIALS AND/OR PRIMARY MEANS OF BUSINSSS IS MAINTAINED. IN NO EVENT SHALL PROVIDER EVER BE LIABLE FOR MORE THAN THE ACTUAL DOLLAR AMOUNT CLIENT PAID TO PROVIDER FOR USE OF PROVIDER'S PRODUCTS AND/OR SERVICES. ANY CAUSE OF ACTIONS ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT ACCRUED, OR WITHIN THREE (3) MONTHS OF THE DATE UPON WHICH THE COMPAINING PARTY DISCOVERED OR SHOULD HAVE REASONABLY DISCOVERED THE EXISTENCE OF SUCH CAUSE OF ACTION, WHICHEVER IS LATER.

Termination of This Agreement:

Provider may terminate this Agreement at any time, with or without cause, and with or without notice. IN THE EVENT CLIENT WOULD LIKE TO TERMINATE THIS AGREEMENT, CLIENT MAY DO SO ONLY BY SENDING SUCH NOTICE OF TERMINATION VIA FACSIMILE TO 888-501-3255. CLIENT MAY ALSO TERMINATE THIS AGREEMENT VIA EMAIL SENT TO BILLING@PROMOTINGMATTERS.COM. Client's termination of this Agreement will be effective upon the last day of the billing period (as established by the date of Account opening) in which Provider receives such notification and must be received by Povider at least five (5) days prior to your next month's renewal date. Client agrees that if Client's account is terminated prior to the expiration of full term, Client will not be entitled to any refund for the unused portion of the term.

Entire Agreement; Acceptance:

This Agreement, along with any documents expressly referenced herein, constitute the entire and only agreement between the parties and supersedes any and all prior agreements, whether written, oral, express, or implied, of Provider and Client with respect to the transactions(s) set forth herein. Neither party will be bound by, and each party specifically objects to, any term, condition, or other provision which is different from or in addition to the provision of the Agreement (whether or not it would materially alter the Agreement) and which is proffered by such party in any correspondence or other document, unless the party to be bound specifically agrees to such provision(s) in writing. The services and/or products referenced in this Agreement are offered to you conditioned upon the acceptance of this Agreement and your use of the services, software and/or other products constitutes your acceptance of this Agreement.