DATA LICENSE, INDEXING AND SUBMISSION AGREEMENT
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"You" or "Your" means the person accepting this Agreement by clicking the check box and/or "SUBMIT," and the company with which that person is affiliated or employed. By clicking the check box and/or "SUBMIT," You agree to bind Yourself and Your company to the terms and conditions of this Agreement. This is an Agreement between You and HipPocketz.com, LLC, a Texas limited liability company, with its principal place of business at 101 Harbor Hill Drive, Lakeway, TX 78734 ("HipPocketz").

This Agreement is effective as of the date You click on the check box and/ or "SUBMIT" or the first time you use the Hippocketz Website (“Site”), mobile application or Services of HipPocketz, whichever comes first. If you merely use the Hippocketz Website (“Site”), mobile application or Services of HipPocketz, even if you fail to check the agreement box and click “Submit.”

RECITALS

WHEREAS, HipPocketz operates an online real estate web site that, among other things, enables consumers to search for real estate information about properties for sale or rent, or that have been sold or rented ("Listing Content"), and where available, connect via hypertext links to Web sites of the real estate brokers, or, as permitted herein, to Web sites owned or operated by real estate multiple listing services, and/or other Web sites authorized to display real estate information.

WHEREAS, the Listing Content received and displayed by HipPocketz on its Web site includes text, data and images about individual real estate parcels for sale, for rent or that has been sold or rented. The Listing Content is provided to HipPocketz directly from real estate brokers or Web site operators via a direct data feed or manual submission. HipPocketz also may obtain the Listing Content by using Web Crawling software programs to index publicly accessible Web sites that have granted HipPocketz permission to do so. HipPocketz displays and delivers the Listing Content, together with other content and functionality derived from third party sources, to consumers at HipPocketz.com to assist them in their search for property to purchase or rent.

WHEREAS You maintain, distribute, or aggregate Listing Content ("Your Listing Content") about properties listed for sale or rent with real estate brokerage companies, newly constructed housing offered for sale by home builders or through real estate brokers and properties available for rent or lease from property owners or management companies.

WHEREAS, You permit HipPocketz to display Your Listing Content on HipPocketz.com and to redistribute or syndicate Your Listing Content to other Web sites that display real estate content to the general public.

AGREEMENT

NOW THEREFORE, You and HipPocketz (the "Parties") agree that the foregoing Recitals are incorporated herein by reference and made a part of this Agreement, and You and HipPocketz further agree as follows:

1. License Grant from You to HipPocketz. By submitting Your Listing Content to HipPocketz, or by permitting HipPocketz to index Your Listing Content on Your Web site, You grant to HipPocketz a limited, non-exclusive, worldwide, sub licensable, royalty-free license and right (but not the obligation) to display, distribute, reproduce modify, store, deliver and otherwise use Your Listing Content, and any updates, additions, changes or modifications thereto, provided by You, other persons affiliated with Your Company, or directly by owners, builders, or managers of the real estate parcels included in Your Listing Content in HipPocketz's services, and create derivate works based upon Your Licensed Content, which may be accessed by consumers through the HipPocketz.com Web site or any version of such, including mobile or wireless formats or applications. You agree to provide to HipPocketz a data feed of Your Listing Content, either from the MLS(s) in which You participate or from Your own computer servers. Alternatively, You authorize HipPocketz to index Your Web site to retrieve Your Listing Content. HipPocketz is further authorized to (1) display or deliver Your Listing Content to consumers through HipPocketz.com in conjunction with such other content or functionality supplied by HipPocketz or procured by HipPocketz from third parties, (2) permit operators of Web sites displaying real estate listing information to include functionality on such sites that enables visitors to those sites to conduct searches for, and view, Your Listing Content that appears on HipPocketz.com, including co-branded and mobile versions of HipPocketz.com, or Web sites of HipPocketz’ marketing partners that frame, or are framed by other Web sites, (3) at HipPocketz's discretion, redistribute or syndicate Your Listing Content to other Web sites that display content about real estate for sale or rent, (4) otherwise use Your Listing Content to promote, improve, or modify HipPocketz.com and for such other lawful purposes as HipPocketz deems appropriate and (5) continue to use Your Listing Content, including any of Your Listing Content pertaining to properties that have been sold or rented after the termination or expiration of this Agreement for, among other things, real estate analytics and research purposes.

2. HipPocketz's Services to You. In consideration for the License granted in Section 1 above, HipPocketz agrees to provide consumers who view Your Listing Content on HipPocketz.com, or other sites as set forth in Section 1, with the ability to contact You or Your company representatives, or connect via a hypertext link to the page of Your Web site on which the Your Listing Content appears, if You provide such a hypertext link to HipPocketz.

3. Ownership of HipPocketz Site Materials. As between HipPocketz and You, You acknowledge and agree that HipPocketz owns all rights, title and interest in the HipPocketz.com Web site, any and all software, programs, codes, processes, and any other functionality contained in or on the HipPocketz.com Web site, and all of the content accessible on the HipPocketz.com site ("HipPocketz Site Materials"), other than Your Listing Content. You agree not to contest HipPocketz's ownership claims, or disassemble, reverse engineer, license, sub-license, or re-license any of the HipPocketz Site Materials at any time, or assist or enable any other person to do so, without HipPocketz's express written consent, which HipPocketz may withhold in its sole discretion.

4. Your Representations and Warranties. You represent and warrant to HipPocketz that (1) You are a licensed real estate broker or real estate sales agent affiliated with Your company or that You are an operator of a Web site, multiple listing service or company that displays or distributes information about real property for sale or rent, (2) You have all necessary power and authority to enter into this Agreement and perform all of Your duties and obligations as set forth herein, and to bind Your company to the terms of this Agreement, (3) You have full power and authority to carry out Your obligations hereunder, and knowingly agree to do so; (4) if You are affiliated with a real estate brokerage company, You are and will remain through the Term, duly licensed in good standing in the state in which Your principal office is located; and You are a party to a valid listing agreement with the owners of the properties that are included in Your Listing Content; (5) HipPocketz's indexing of the Listing Content appearing on Your Web site through the use of HipPocketz's "Web Crawling" software programs or HipPocketz's receipt of a direct data feed containing Your Listing Content does not infringe upon the intellectual or proprietary rights or trade secrets of any third party, (6) Your Listing Content does not contain any libelous material or invade any person's personal privacy rights, or violate any contracts, or rules or regulations to which You are a party, or are required to adhere, including but not limited to the Rules and Regulations of any Multiple Listing Service, (7) You own, or have secured all necessary licenses to, the intellectual property rights in and to Your Listing Content that is licensed to HipPocketz pursuant to this Agreement and HipPocketz's use of Your Listing Content as permitted by You pursuant to this Agreement does not infringe upon the intellectual property rights of any third party, and (8) the Listing Content provided or made available by You to HipPocketz does not contain any viruses, bugs, or corruptions.

5. Limitation of Liability. HipPocketz shall not be liable to You for damages of any kind based upon the display, redistribution or syndication of Your Listing Content as permitted by this Agreement, whether in contact or tort, and whether or not HipPocketz has been advised of the likelihood of any such damages. Your sole remedy for HipPocketz's breach of its obligations under this Agreement is termination of this Agreement pursuant to Section 7 below.

6. Disclaimers. HipPocketz does not make any warranties, express or implied, including any warranties of merchantability or fitness for a particular purpose concerning the operation of HipPocketz.com, or any other Web sites or pages on which Your Listing Content may appear or are accessible to consumers by reason of the rights granted to HipPocketz in Section 1 above. Without limiting the generality of the foregoing, HipPocketz does not warrant that the HipPocketz.com Web site or any other Web sites or pages to which HipPocketz may redistribute or syndicate Your Listing Content will be free of errors or operate without interruption. The HipPocketz.com Web site and the other Web sites or pages on which Your Listing Content may appear by reason of the rights granted to HipPocketz in Section 1 are operated on an "as is" and "as available" basis and HipPocketz does not make any warranties that the display of Your Listing Content on the HipPocketz.com Web site, or any other Web site or page pursuant the license granted to HipPocketz in Section 1 will result in the actual or potential sale or rental of any particular parcel of property. HipPocketz does not have any control over, and disclaims any responsibility or liability for, the operation of any Web sites that frame or are framed by HipPocketz.com, or to which Your Listing Content may be redistributed or syndicated by HipPocketz pursuant to this Agreement. The content of any terms of use agreements or privacy policies governing such other sites are determined by the operators of such Web sites and not by HipPocketz. HipPocketz shall retrieve Your Listing Content from Your Web site, or receive such Content through a data feed, in an "as is" condition and HipPocketz disclaims any duty or responsibility to You for the accuracy or timeliness of Your Listing Content as it appears on HipPocketz.com, or on any other site on which Your Listing Content is permitted to be displayed pursuant to this Agreement.

7. Term and Termination. The term of this Agreement shall continue indefinitely unless terminated by either Party upon fourteen (14) business days' prior written notice to the other Party. Either Party may terminate this Agreement immediately upon written notice to the other Party in the event the other Party breaches any of its obligations, representations, or warranties under this Agreement. Upon termination of this Agreement for any reason, the License granted in Section 1 shall terminate immediate subject to HipPocketz's right to continue to use Your Licensed Content provided to, or indexed by, HipPocketz prior to the date of termination as provided in Section 1.

8. Indemnity. You agree to defend, indemnify, and hold harmless HipPocketz from any damages of any type, equitable or legal remedies, judgments, fines, or penalties, including reasonable attorneys fees and litigation costs and expenses, asserted against HipPocketz by a third party based upon allegations that if proven to be true would constitute a breach by You of any of Your representations, warranties, or obligations under this Agreement. In the event of such a claim or demand subject to this Section, HipPocketz shall provide You with prompt written notice of such a claim or demand, and shall reasonably cooperate with You in the defense or settlement of any claim. You shall have the right to select and retain legal counsel, at Your sole expense, to defend or settle and claim or demand subject to this Section, provided that HipPocketz shall have the right to retain its own counsel, at its sole expense, to monitor the defense or settlement of any claim. You shall have the sole right to settle and compromise any claim or demand, provided that HipPocketz shall have the right to consent to any settlement or compromise that materially alters HipPocketz's rights under this Agreement.

9. Assignment. You shall not have any right to assign this Agreement to any third party without the prior written consent of HipPocketz. HipPocketz shall have the right to assign this Agreement without Your consent to (1) a subsidiary, parent or related company of HipPocketz, (2) as part of the sale of all or substantially all of HipPocketz's assets to a third party, or (3) as part of a merger or acquisition of HipPocketz by a third party.

10. Survival. Sections 1(5), 3, 4, 5, 6, 8, 9, 10, 11, 12, 13, 14, and 15 shall survive the termination of this Agreement for any reason.

11. Independent Contractor. The Parties agree that the relationship between them is an independent contractor relationship, and neither Party shall be deemed to be an employee of the other Party.

12. Governing Law; Jurisdiction; Venue; Attorneys Fees. The Parties agree that this Agreement shall be governed by the laws of the State of Texas without regard to any choice of law rules , and that the Parties duties and obligations under this Agreement may be carried out using electronic media and electronic stored information, as permitted by the Uniform Electronic Transactions Act ("UETA") as adopted by the State of Texas. The Parties agree that any suit or petition filed by one Party against the other Party to enforce or interpret this Agreement shall be filed in the state or federal courts located in Austin, Travis County, Texas and the Parties agree to waive any objection to the personal jurisdiction of such courts. The prevailing Party in such action or petition shall be entitled, in addition to any other relief deemed appropriate by the court, to an award of its reasonable attorneys' fees, costs, and litigation expenses incurred in the prosecution or defense of such action.

13. Agreement to HipPocketz’ Privacy Policy Incorporated Herein by Reference, and Designation and Treatment of Confidential Information. You agree that you agree to and will abide by HipPocketz’ Privacy Policy which is available on the HipPocketz’ Site and which by this reference is fully incorporated in this Agreement by this reference. You and HipPocketz further agree that "Confidential Information" shall mean any and all information identified in writing or orally by the other as "Confidential" or "Proprietary." Confidential Information shall also include any information about a Party's financial status or condition, its technology, software applications, source code and object code, actual or potential customers, clients, or subscribers, present or future business strategies or plans (including the terms of this Agreement), or actual or potential business partners, licensors, licensees, or joint venturers, whether or not such information is specifically is designated as Confidential Information by a party. A Party shall not disclose the Confidential Information of another party to any third person or entity without the express written consent of the other Party, for so long as this Agreement is in effect and for an additional two year period following termination of this Agreement. Neither Party will make use of the other Party's Confidential Information except as permitted under the terms of this Agreement. Each Party shall take steps to protect the Confidential Information of the other party that are at least equivalent to the steps taken by that Party to protect its own Confidential Information but in any case not less than reasonable care. These confidentiality obligations shall not apply to any information which: (i) is or subsequently becomes available to the general public other than through a breach by the receiving Party; (ii) is already known to the receiving Party before disclosure by the disclosing Party; (iii) is developed through the independent efforts of the receiving Party; (iv) the receiving Party rightfully receives from a third Party without restriction as to confidentiality or use, or (v) is required to be disclosed by operation of law, or pursuant to a subpoena issued by a court, governmental agency, or duly authorized dispute resolution entity.

14. Force Majeure. Neither Party shall be deemed to be in default of or to have breached any provision of this Agreement as a result of any delay, failure in performance or interruption of service, resulting directly or indirectly from acts of God, acts of civil or military authorities, civil disturbances, terrorism, wars, strikes or other labor disputes, fires, transportation contingencies, interruptions in power, telecommunications or Internet services or network provider services, failure of equipment and/or software, extreme weather including that attributable to climate change, freak occurrences, reasonably unforeseen employee sabotage, computer hackers, cyber terrorists, identity thieves, other catastrophes or any other occurrences which are beyond such party's reasonable control.

15. Prior Agreements Superseded. This Agreement supersedes any prior agreement between the Parties, which prior agreement shall be deemed null and void upon Your acceptance of this Agreement by use of the Site, the mobile application and/or the Services after this or any later new agreement is posted on the Site.

16. Description and Delivery of Listing Content. If You agree to provide HipPocketz with a data feed containing Your Listing Content, Your Listing Content shall consist of the following required fields of data to the extent available to You. You agree to provide HipPocketz a data feed by doing so without more.

MLS number, property type, list date, list price, full street address including house number and unit number if applicable, city, state, zip code, year built, number of bedrooms, number of bathrooms, agent's description or remarks, deep link URL to the actual Web site page displaying the entire original listing, contact e-mail address, photo.

You will, wherever possible, also provide the following fields and the permission to use and publish them:

Estimated lot size, estimated interior size, parking spaces, fireplaces, additional photos, estimated room dimensions, local schools, and descriptive fields representing other features like: view, land use, community/recreational facilities, heating and cooling facilities, architectural style, interior and exterior finishes, structural features, handicapped access, pet restrictions, appliances, and utilities, agent and office information (ID, name, phone numbers, e-mail addresses).

In addition, all information fields that You permit any other person or entity to use or publish via the Internet or other electronic delivery system shall be provided under this Agreement along with permission to use and publish under the terms of the Agreement.

You shall deliver Your Listing Content in the following manner:

You shall deliver Your Listing Content file via FTP or XML feed. Your Listing Content file may be compressed using the ZIP data compression format where appropriate. In addition, HipPocketz has the right to index Your Web Site in a manner amenable to the technical departments of both Parties to obtain some or all of the required Listing data, such as thumbnail images.

You shall deliver Your Listing Content according to the following delivery schedule: You shall deliver an update of Your Listing Content as frequently as possible and at least on a daily basis, a minimum of six (6) days and preferably seven (7) days per week except on national holidays. The delivery must be completed before 8:00 AM Pacific Time per day. Photos should be delivered daily with Your Listing Content, and must be delivered/updated at a minimum of once weekly. The delivery schedule may be modified by HipPocketz with thirty (30) days prior written notice to You.

If You are not able to comply with the Listing Content format, delivery mechanism, or delivery frequency as set forth above, You shall immediately notify HipPocketz (or its designee) to arrange alternative methods for delivery of Your Listing Content.

You will provide HipPocketz with a technical contact that can be reached via e- mail and telephone to resolve issues as they arise.

In the event that You wish to add or remove fields, change the format or possible values of a field, or change the way that data that is delivered, Your technical contact will notify HipPocketz's technical contact to discuss such proposed changes. The proposed changes shall be made upon mutual agreement of the Parties.

HipPocketz shall replace or update Your existing Listing Content with Your most recent Listing Content every forty-eight (48) hours.

17. Modification Provision HipPocketz reserves the right to change or modify any provisions of this Agreement, at any time in our sole discretion and without liability to you. Any such changes or modifications will be effective immediately upon posting of revisions on HipPocketz's Web site. By continuing to (1) submit Your Listing Content to HipPocketz or (2) permit HipPocketz to index Your Listing Content, following the posting of such changes or modifications, constitutes your acceptance thereof. Therefore, you should frequently review this Agreement on HipPocketz's Web site in order to understand the terms and conditions applicable to your submission of Your Listing Content to HipPocketz and your permission to allow HipPocketz to Index Your Listing Content. If you do not agree to any changes or modifications to this Agreement, your sole recourse is to stop submitting Your Listing Content to HipPocketz and/or permitting HipPocketz to index Your Listing Content.

18. Severability If any provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of this Agreement will nonetheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.