Top Producer Terms and Conditions

The following terms and conditions (the “Standard Terms”) are between you (“You”) and Top Producer Software, Inc., unless You reside in Canada, in which event these Standard Terms are between You and Top Producer Software Corp. (Top Producer Software, Inc. or Top Producer Software Corp, as applicable, is referred to herein as “Top Producer”). These Standard Terms apply to every Order (unless they are expressly excluded in a written agreement signed by an authorized representative of Top Producer). These Standard Terms also apply to the provision of any Content by You to Top Producer, regardless of whether or not such Content is provided in connection with an Order.

CERTAIN DEFINED TERMS.

Capitalized terms used in these Standard Terms have the meanings given them herein. Although various capitalized terms are defined throughout these Standard Terms, the following terms shall have the following meanings for purposes of these Standard Terms:

“Advertisement” means a featuring, highlighting, promotion, marketing or other advertisement of You, services, products or offerings of Yours or Your employer or broker, or listings, properties, communities or housing opportunities of (or managed by) You or Your employer or broker that is, or that this Agreement contemplates will be, distributed, displayed, posted or carried on or by way of one or more Top Producer Distribution Channels. Particular methods or programs (each, an “Advertising Product”) by which Top Producer offers, by way of an Order, to post, display or otherwise facilitate Advertisements on or through one or more Top Producer Distribution Channels, including Top Producer’s services associated with such methods or programs, constitute types of Products (as defined herein).

“Agreement” means the Order Terms, if any, together with these Standard Terms.

“Application” means a Product or such portion of a Product consisting of an application, platform, or item of software to which You are granted access pursuant to an Order.

“Content” means all content and materials that You provide to Top Producer or which are provided to Top Producer at your request, instruction or on your behalf, including, without limitation, Customer Content, Profile Content, Property Content, and any content that is input, stored, or transmitted in connection with Your use of any Application.

“Customer Content” has the meaning given in Section 17.4, below.

“Top Producer Distribution Channels” means Internet sites (including co-branded, mirrored, and mobile versions thereof), mobile applications, and other media (including any and all print media) owned and/or operated by Top Producer and/or its affiliates (the “Top Producer Site”), and third-party Internet sites, mobile applications, and other media where an Advertisement may be caused by Top Producer to be posted, carried, executed, distributed and/or electronically displayed.

“Order” means a purchase and/or subscription by You from Top Producer of a Product, whether by way of a Purchase Agreement, a telephone order, an online order (when and if available) or any other means available from Top Producer. If you purchase multiple Products by way of a single telephone call, online session, Purchase Agreement, transaction or set of Order Terms, then, for purposes of these Standard Terms, a separate and distinct Order and Agreement shall be deemed to exist as to each Product thus purchased and these Standard Terms shall be construed accordingly.

“Order Terms” means the terms and conditions (other than these Standard Terms) associated with a particular Order (or a renewal thereof) as contained in a Purchase Agreement, as included as part of the Order process and confirmed to You by Top Producer via a confirming email message (“Email Confirmation”), or as otherwise agreed between You and Top Producer and documented by Top Producer by way of an Order confirmation or otherwise.

“Purchase Agreement” means Order Terms as documented in a Top Producer-issued document styled as a “Purchase Agreement” or “Order Form.”

“Product(s)” means goods, services (including, without limitation, Advertising Products), applications, software, or other offerings subscribed to or purchased by You from Top Producer by way of an Order, if any.

“Profile Content” means any content, data, images, and other materials that You provide to Top Producer pertaining to You, Your firm or office, or any person or entity employed by or affiliated with Your firm or office.

“Property Content” means any content, data, images, and other materials pertaining to real estate listings and/or properties that You provide to Top Producer.

“User Documentation” means any and all user documentation provided by Top Producer with respect to the Products.

OTHER INTRODUCTORY TERMS AND UNDERSTANDINGS.

You acknowledge and agree that one or more of the Products may be offered, fulfilled, and/or maintained by one or more Top Producer affiliates or third-party entities. You acknowledge and agree that all of the rights and benefits of this Agreement may be extended by Top Producer to one or more of such Top Producer affiliates or third-party entities in Top Producer’s sole discretion.

IF YOU ORDERED BY TELEPHONE AND DID NOT SIGN A PURCHASE AGREEMENT, YOUR USE OF, ACCEPTANCE OF ANY BENEFIT OF, OR MAKING OF ANY PAYMENT FOR THE PRODUCT CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT, AS DOES YOUR PROVISION OF ANY CONTENT TO TOP PRODUCER OR ANY OTHER INDICATION OF ASSENT.

1. Products. Top Producer reserves the right to alter, change, suspend, or discontinue the Products (including, without limitation, any features of the Products, the manner in which any Products may be used, and any User Documentation) at any time with or without notice.

2. License to Content.
(a) You hereby grant to Top Producer and its affiliates a non-exclusive, royalty-free, worldwide, fully paid, perpetual license and right to use, copy, store, reproduce, modify, edit, distribute, create derivative works of, and display the Content (with or without information provided by Top Producer and/or third parties); and (b) You hereby grant to Top Producer and its affiliates a non-exclusive, royalty-free, worldwide, fully paid, perpetual license and right to use, copy, store, reproduce, modify, edit, distribute, create derivative works of, and display the Advertisement(s), if any, into which the Content is incorporated (with or without information provided by Top Producer and/or third parties).

3. Your Acknowledgments;
(a) You acknowledge and agree that You have retained a copy of all Content, and hereby release Top Producer and any third parties involved in the creation or delivery of any Advertisement, the display of any Content, or the provision of any Product from any and all liability for loss of, or damage to, the copy(ies) of Content that You provide to Top Producer hereunder or that You input, store, or transmit in connection with Your use of any Application;

(b) You understand that Content or provision thereof is not confidential;

(c) You acknowledge that some Products are subject to availability in Your zip codes or other geographical area or are otherwise offered or sold by way of Units (defined below); and

(d) You acknowledge that content for some Advertisements may be selected for You or placeholder content may be used in the event that You have not provided Content or have not done so in accordance with this Agreement.

4. Proprietary Rights. As between the parties hereto, Top Producer exclusively owns and retains all title, ownership, and intellectual property rights in and to the Products and the User Documentation in perpetuity throughout the Universe. Notwithstanding anything to the contrary contained herein, and subject to Top Producer’s receipt of payments specified in the Order, You acknowledge and agree that you are only licensing the right to use the Products and User Documentation and that no sale or other transfer of any title or ownership or any proprietary interest of any kind to such Products or User Documentation is contemplated hereunder, other than the sale of the limited licenses as expressly granted herein. This non-exclusive license only gives You the right to use and/or display the Units of the Product that are licensed to You hereunder in accordance with the terms hereof. You hereby agree that to the maximum extent permitted by law, You will not decompile, reverse engineer, disassemble or otherwise reduce the Product to a human-perceivable form, in whole or in part, and, except as provided for in this license, You will not copy, modify, network, rent, lease, sublicense, or otherwise distribute the Product or the User Documentation in whole or in part. All rights in and to the Product not expressly granted to You in this Agreement are reserved by Top Producer.

5. Terms of Payment; Late Payments; Authorizations; Refunds and Credits.
(a) You agree to pay Top Producer the fee set forth in the Order Terms, or, in the event that no such fee is set forth in the Order Terms, the published fee in effect at the time of the Order, for the Product (or, as applicable, for all Product related Units that You ordered) and all applicable sales, use and similar taxes. “Unit” means a particular portion, volume, amount, number of impressions, frequency, allotment, slot or other unit of value of or associated with Products of the type offered, sold, priced, limited or made available by Top Producer based on geographic segment, rotation algorithm, search results, search queries, markets or other means of subdivision or allocation. You must submit a completed credit application to determine whether You are eligible for credit hereunder. If no credit application is submitted or Your request for credit is denied by Top Producer in its sole discretion, the Order for Products must be paid by credit card. Major credit cards (VISA, M/C and American Express) are acceptable. In no event is Top Producer obligated to extend credit to any customer. Top Producer reserves the right at any time to require payment of fees and charges by credit card (even if a different payment method is or was used or agreed to previously with respect to Your Order). All payments must be made in advance based upon payment terms in accordance with Top Producer’s policy for the particular Product. Some Products may require a one-time setup fee. In the event that You fail to make timely payment: (i) You will be obligated to pay Top Producer interest on the unpaid amount at the rate of 1% per month or the highest rate permitted by law, whichever is less; (ii) You will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Top Producer in collecting such amounts and for the remainder of the amounts due under the Purchase Agreement; and (iii) Top Producer reserves the right to suspend performance of its obligations under this Agreement (or under any other agreement with You) or to terminate this Agreement (or any other agreement with You) pursuant to Section 7 hereof. In the event of any attempted credit card charge back or dispute resolved in favor of Top Producer, Top Producer reserves the right to charge You twenty-five dollars ($25.00).

(b) For purposes of billing, identification, and future communications, You must provide Top Producer with all information requested by Top Producer at the time You submit Your Order or as may be requested thereafter. Without limitation, You must provide Your full legal name, address, telephone number(s), current email address, and applicable payment data (e.g., a credit card number and expiration date). Further, You must promptly provide Top Producer with all updates necessary to keep such information accurate, current, and complete. The privacy policy/statement at https://www.Top Producer.com/privacy  (the “Privacy Statement”) applies to Top Producer’s collection and use of Your personal information.

(c) When payment by credit card is required or otherwise applies, applicable fees and charges will be billed to the credit card that You designate at the time of Your Order or a renewal (or such other credit card as you may designate from time to time and is acceptable to Top Producer). Applicable fees and charges are due and will be billed automatically to Your credit card in accordance with the billing cycles or practices adopted by Top Producer from time to time with respect to the applicable Product.

(d) You hereby authorize Top Producer to debit Your credit card for any and all amounts owed by You under this Agreement, and You will keep such credit card as You register with Top Producer for this purpose in effect and in good standing and with available open credit sufficient to cover any such amounts arising under this Agreement. If for any reason the credit card that Top Producer has on file for You becomes, in Top Producer’s understanding or judgment, cancelled, invalid, insufficient, non-authorized, frozen, unavailable, unreliable or for any reason unusable or ineffective for prompt payment to Top Producer, then you will immediately provide Top Producer with a replacement credit card and related information; all authorizations under this Agreement (including, without limitation, any given at the time of Your Order, any renewal or any such replacement) will apply to any such replacement credit card(s). In addition, if Top Producer requests that you provide a back-up credit card, then you will immediately provide Top Producer with a back-up credit card and related information; all authorizations under this Agreement (including, without limitation, any given at the time of Your Order or any renewal or upon updating a credit card or providing a back-up credit card) will apply to any such back-up credit card(s) and Top Producer may debit the primary or any back-up credit card in its discretion, to the extent necessary to satisfy such amounts as are then due from You under this Agreement. You authorize Top Producer, its affiliates, contractors and service providers to have access to, use, store and communicate Your credit card information, contact information and all other data identifying or pertaining to You but only insofar as is reasonably related to the performance, enforcement or administration of this Agreement or Your account or provision or administration of any Product; Top Producer will comply (and require its relevant affiliates, contractors and service providers to comply) with the applicable terms of the Privacy Statement regarding such information.

(e) Top Producer reserves the right to invoice, bill or otherwise request or demand payment from You in any other lawful method, in which case You will make payment of such invoice, bill or other demand or request as soon as possible but in no event later than within ten (10) business days after Your receipt of same. You are responsible for and shall immediately reimburse Top Producer for (if Top Producer has paid same) all chargebacks, penalties and other related charges, assessments and costs asserted by any credit card company, bank, payment processor or other organization involved in the payment process (“CC Assessments”) unless the sole cause of the CC Assessment was Top Producer’s breach of this Agreement or violation of applicable law.

(f) Except as expressly set forth in Section 7 hereof, Top Producer will not at any time during the Term be obligated to grant You any credit or refund in connection with this Agreement.

(g) Notwithstanding any other provision hereof, Top Producer is free at all times to change the fee structure applicable to any Product or Order upon notice. (For instance, in the event that an Order provides for payment on a CPM (cost-per-thousand impressions) basis, Top Producer may begin requiring payment on a per-slot basis instead at any time. Similarly, in the event that an Order provides for payment on a per-slot basis, Top Producer may begin requiring payment on a CPM basis instead at any time.) In the event that any such change results in You being responsible for a larger payment than You were prior to such change, You may terminate the applicable Order within thirty (30) days after receiving notice of such change.

6. Term and Renewal. The term of this Agreement (the “Term”) shall consist of the Initial Term and all Renewal Terms (if any).

6.1 Initial Term. The initial term of this Agreement (the “Initial Term”) shall be as set forth in the Order Terms. If the Order Terms are silent as to the duration of the Initial Term, then the Initial Term of this Agreement shall be twelve months (or such other duration as might be indicated by the pricing or invoicing applicable to the Order or the relevant Product).

6.2 Renewal. This Agreement may be renewed either by mutual agreement or by way of Auto Renewal as provided for below. The duration/term of any renewal (the “Renewal Term”) shall be: for renewals by mutual agreement, the duration then agreed upon; and for Auto Renewals, the Auto-Renewal Term as provided for below. Top Producer’s fees and charges in effect for the applicable Product at the time of any renewal shall apply to such renewal. Such charges may be changed by Top Producer at any time and without notice, but such changes, unless otherwise provided in Your Order Terms, will not apply except for new Orders, renewals and Orders that are on a month to month basis or without any fixed term.

6.3 Auto Renewal. Except as otherwise provided herein, for any Product indicated in the Order Terms or an Auto-Renewal Notice (as defined below) as being subject to Auto-Renewal, this Agreement shall renew automatically at the end of the Initial Term or any then current Renewal Term for an additional term (an “Auto-Renewal Term”), of either the duration set forth in the Auto-Renewal Notice (as defined below) or, if no duration is set forth in the Auto-Renewal Notice, thirty (30) days (each such renewal, an “Auto Renewal”), either at the rate set forth in the Order or at the standard rate in effect at the time of such Auto Renewal, as set forth in the Auto-Renewal Notice. Notwithstanding the foregoing, the Order Terms or any Auto-Renewal Notice for a Product may indicate that the term for the Product will automatically renew on a month-to-month basis at the end of the then-current term, in which case such monthly automatic renewal will control and will continue (without further Auto-Renewal Notices) until such time as (a) Top Producer provides You with an Auto-Renewal Notice for such Product specifying a different Auto-Renewal Term for such Product, (b) Top Producer notifies you that such Product is no longer subject to Auto Renewal or (c) You cancel the automatic renewal as set forth below. The automatic renewal described in this paragraph shall occur and continue unless and until You elect to terminate this Agreement by timely calling the Customer Service Line at Top Producer during Business Hours and communicating such decision to terminate. The “Customer Service Line” is 1-800-830-8300 or such other number as specified by Top Producer from time to time, and “Business Hours” are posted at https://www.topproducer.com/contact-top-producer/, excluding U.S. holidays. To be timely and effective, You must call the Customer Service Line and communicate such decision to terminate during Business Hours (as set forth above) no later than the last business day of the Initial Term or the then-current Renewal Term. You may receive a notice from Top Producer by email or otherwise no less than thirty (30) days prior to the end of the Initial Term or any then current Renewal Term informing you that Your Order is subject to Auto-Renewal, or if Your Order Terms state that your Order is subject to Auto-Renewal, You will receive a notice from Top Producer by email or otherwise no less than thirty (30) days prior to the end of the Initial Term or any then current Renewal Term reminding You that this Agreement is coming up for renewal (each, an “Auto-Renewal Notice”). Note that any terms, conditions, or information provided via link within the Auto-Renewal Notice shall be considered to be part of the Auto-Renewal Notice.

Notwithstanding the foregoing, in the event that the Auto-Renewal Notice or any other notice or communication provided to You by Top Producer states that one or more Products is not subject to Auto Renewal, then such Product(s) will not automatically renew as provided for in this paragraph, regardless of whether such Product(s) had been identified in the Order Terms as being subject to Auto-Renewal.

7. Termination; Suspension. Top Producer has the right to terminate this Agreement or any other agreement You have with Top Producer or its parent or affiliates immediately in the event of any breach by You of this Agreement or any other agreement You have with Top Producer or its parent or affiliates, in which event all amounts due through the expiration date of the Term stated on the Order Terms shall be immediately due. In addition, in the event that Top Producer, in its sole discretion, permits You to reinstate any Product after termination, fees may apply to reinstate such Products. Further, this Agreement may be terminated by Top Producer at any time and for any reason effective immediately upon notice to You, in which case You shall immediately pay to Top Producer all amounts payable through the effective date stated in such termination notice. Further, if Top Producer suspects any breach by You of this Agreement or any other agreement You have with Top Producer or its parent or affiliates, Top Producer has the right to suspend Your access to and use of the Products pursuant to this Agreement until such time as Top Producer believes, in its sole discretion, that You have cured such breach or such breach did not occur. You shall not be entitled to a refund or abatement of any type during any such suspension. Notwithstanding anything to the contrary in this Agreement, you may, within three (3) business days following the date of Your Order and prior to any use of the Product by You or provision of any Customer Content by You to Top Producer, cancel Your Order and obtain a refund of Your Order price, to the extent you have prepaid any such amount, by calling the Customer Service Line (as provided in Section 6.3, above) at Top Producer during Business Hours (as provided in Section 6.3, above) and communicating such decision to terminate.

8. Modifications to Agreement.Top Producer may modify this Agreement from time to time in its sole discretion, effective immediately upon notifying you via one or more of the Customer Notification Methods; it is Your obligation to timely check for such notifications. The “Customer Notification Methods” include (i) the sending of an email message to You (at the last known email address we have on file for You); (ii) the posting of a notice on or in the relevant Product itself (if applicable) or in any dashboard or control panel, report or other output associated with the Product or with Your status as a customer of Top Producer; (iii) posting a revised version of these Standard Terms, or making any other posting announcing such modification, to any of the websites (or their successor site(s)) located at www.topproducer.com , www.topproduceronline.com , www.fivestreet.com , or www.Top Producer.com (or on a sub-page of any of those websites); (iv) the posting of a notice on or in a relevant Application itself or any of its reports or outputs; or (v) any other reasonable method of notifying You, either orally or in writing (electronic or otherwise). No alleged addition to or modification of this Agreement that is not effected in accordance with the express terms of this Agreement, or is not set forth in a writing expressly purporting to amend this Agreement and formally signed by an officer of Top Producer, will be binding on or effective against Top Producer in any manner or degree whatsoever, including, without limitation, any such additions or modifications asserted based on grounds such as course of dealing, usage of trade, or otherwise, and this applies notwithstanding any specific correspondence or other communications that may occur hereafter.

9. Your Representations, Warranties and Covenants. You represent, warrant and covenant that: (a) the Content is true, complete and accurate; (b) You hold the necessary rights to permit the use of the Content by Top Producer in accordance with the licensed granted herein; (c) You are a licensed real estate professional in all relevant and applicable jurisdictions in connection with Your duties or other activities undertaken in connection with this Agreement; (d) the Content is in compliance with the Specifications and does not otherwise interfere with the function or performance of any of the Top Producer Distribution Channels, including without limitation, the Top Producer Site; (e) the Content will not: (i) infringe on any third-party’s copyright, patent, trademark, trade secret or other proprietary or intellectual property rights; (ii) violate any law or regulation, including without limitation those governing export control; (iii) be defamatory or trade libelous; (iv) be pornographic or obscene or contain any nudity or other sexual materials; (v) contain viruses, Trojan horses, worms, time bombs, or other similar harmful or deleterious programming routines; (vi) contain material that is threatening, abusive, harassing, defamatory, obscene, profane, indecent, or otherwise objectionable or offensive; (vii) contain content promoting or encouraging a raffle, contest, game, or pyramid scheme requiring payment of a fee by participants; (viii) contain hate propaganda or fraudulent material or activity; (ix) contain any property owner information, including but not limited to name and phone number, and for sale by owner listing information; or (x) contain confidential information or trade secrets of Yours or of any third party; (f) You will not include in any field on the Top Producer Sites that permits You to enter free-form text, or embed in any still photograph, image, virtual tour, or video, any phone number, email address, website URL, or other contact information of You or any other person; (g) You will not resell or redistribute any Advertising Product or other Product to any third party; (h) You will comply with all laws, governmental and quasi-governmental rules, laws, treaties and regulations (including, but not limited to, Fair Housing Act) governing Your actions under this Agreement and as a licensed real estate professional; (i) To the extent You purchase or register or renew an Internet domain name, You hereby represent and warrant that: (i) the statements You make in such purchase or registration or renewal are complete and accurate; (ii) such purchase or registration or renewal of the domain name will not infringe upon or otherwise violate the rights of any third party; (iii) You are not purchasing or registering or renewing the domain name for an unlawful purpose; (iv) You will not knowingly use the domain name in violation of any applicable laws or regulations; and (v) You agree to be bound by the terms and conditions of Register.com’s Services Agreement (except for Sections 1(g), 3, 4, 5 and 6 thereof) available at https://www.register.com/policy/servicesagreement.rcmx. In the event domain management is transferred to You, You agree to be bound by the Register.com Services Agreement in its entirety. It is Your responsibility to determine whether Your domain name purchase or registration or renewal infringes or violates someone else’s rights. Internet domain names purchased or registered or renewed for You are licensed to You and You assume all liability associated with such Internet domain names; (j) Any special offers, incentives or commitments made by You are the sole responsibility of You and not Top Producer; and (k) You have full power and authority to enter into this Agreement and to perform Your obligations hereunder. You acknowledge that Constellation Web Solutions Inc. and other affiliates of Top Producer are third-party beneficiaries to this Agreement.

10.Content and Linking. It being recognized that, depending on the Product, an Advertisement resulting from Your Order may be permitted to include a link to a web site or other media, You agree that during the term of the Agreement, any such destination website(s) or other media shall not contain (i) any real estate listing information, listings of real estate agents or brokers or home search listings (“Prohibited Content”) nor (ii) any links to, nor any advertisements or promotion of, any Prohibited Content; however, such Advertisement may nonetheless include a link to Your own website or the website of Your REALTOR® office. If You ordered an Advertising Product that includes as a feature of the Product the right to create a link from the Advertisement(s) resulting from such Product to the Top Producer Site (a “Link-Permitted Product”), then Top Producer hereby grants to You a limited, revocable right to link to the Top Producer Site from such Advertisement during the Term, subject to the following conditions: (a) any and all links to the Top Producer Site (to the extent complying with this Agreement, “Authorized Links”) must be configured according to Top Producer’s Specifications; (b) You may not link to or frame any other page or area of or in the Top Producer Site, any Top Producer Distribution Channel or any web site owned, operated or provided by Top Producer or any of its affiliates without Top Producer’s prior written permission; and (c) You may not configure any web page (nor any other page or area of any web site, mobile application or other media) in such a way as to require users to register, sign up for services, or otherwise submit personal information as a condition of accessing any web page, web site, mobile application, media or service of Top Producer or its affiliates without Top Producer’s prior written permission. If Your Order is for a Link-Permitted Product, Top Producer grants You during the Term a non-exclusive, royalty-free, revocable right to use the graphic images and text and other such images for which Top Producer grants express permission, solely for the purpose of establishing Authorized Links in the Advertisement(s) resulting from such Product. Top Producer reserves all of its rights in the graphic images and text, any other images, its trade name and trademarks, and all of its other intellectual property rights. Notwithstanding any other terms of this Agreement, Top Producer may revoke Your license to create Authorized Links at any time by providing You notice of such revocation.<

11. Indemnification.

11.1 Top Producer will indemnify, defend and hold You harmless from, at Top Producer’s expense, any action brought against You by a third party based upon a claim that Your use of the Products within the scope of this Agreement infringes a patent or copyright issued to or held by a third party, or misappropriates a trade secret of such third party; provided that You notify Top Producer promptly in writing of such claim, provide Top Producer with the sole control and authority to defend or settle such action or claim, and give Top Producer the authority, information and assistance necessary to settle or defend such claim.

In the event a claim of infringement is made, then Top Producer shall at its expense: (a) procure the right for You to continue using the Products; (b) replace or modify the Products so that they becomes non-infringing, without materially decreasing the functionality of the Products; or (c) if neither (a) or (b) above is commercially practical, then at Top Producer’s sole option, terminate this Agreement upon three (3) months written notice, and either issue to You a credit equal to, or promptly refund to You, the annual fee for the then-current annual period, less an appropriately prorated amount for use, reflecting the number of months during which You enjoyed uninterrupted use of the Products during that annual period.

Notwithstanding the foregoing, Top Producer shall have no obligation to defend You or to pay any costs or legal fees for any action, claim or settlement, based upon: (a) use of a version of the Products that were not, at the time that the claim arose, the current unaltered version of the Products provided by Top Producer hereunder, including, without limitation, Your failure to install apply or incorporate updates or changes containing modifications to make the Products non-infringing; (b) combination, operation, integration or interfacing of the Products with the Content or any third party materials, if such claim would not have arisen but for such combination, operation, integration or interfacing (regardless of whether or not Top Producer advised You that such use would likely result in a claim of infringement by a third party); (c) use of the Products in a manner other than as authorized by this Agreement; (d) Top Producer’s compliance with the designs, plans, or specifications furnished by or on behalf of You; (e) modifications to the Products by any person other than Top Producer or its authorized agents or subcontractors; or (f) Your failure to accept any procured right to continue using the Products.

THE REMEDIES SET FORTH IN THIS SECTION 11.1 CONSTITUTE YOUR SOLE AND EXCLUSIVE LIABILITY AND THE SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OR PROPRIETARY RIGHTS OF ANY THIRD PARTY.

11.2 You agree, at Your own expense, to defend, indemnify and hold harmless Top Producer and its parent and affiliates and their officers, directors, employees, representatives and agents (the “Indemnified Parties”) from and against any and all party claims, actions, causes of action, liabilities, damages, costs and expenses, including reasonable legal fees, arising from or related to: (a) Your breach of this Agreement; (b) the Content; (c) Your use or misuse of any Products or Applications hereunder; any material, product or service provided by You to any party or person (including without limitation any warranty claims, consumer protection claims and claims of trademark or copyright infringement, defamation, breaches of confidentiality, privacy violation, false or deceptive advertising, or sales practices; or (e) the exclusions (a) through (f) of Section 11.1.

12. Disclaimer of Warranties. NOTWITHSTANDING ANYTHING TO THE CONTRARY, ALL PRODUCTS AND SERVICES PROVIDED BY TOP PRODUCER HEREUNDER ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TOP PRODUCER, ON ITS OWN BEHALF: (a) EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING OR COURSE OF PERFORMANCE; (b) DOES NOT WARRANT THAT THE OPERATION OF ANY PRODUCT OR SERVICES (NOR ANY RESULTS THEREOF) WILL BE UNINTERRUPTED OR ERROR-FREE; (c) DOES NOT MAKE ANY REPRESENTATIONS OR GUARANTEES REGARDING THE USE OR THE RESULTS DERIVED FROM ANY PRODUCT OR SERVICES (OR ANY RESULTS THEREOF), INCLUDING WITHOUT LIMITATION, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, LEAD OR INQUIRY GENERATION, INCREASE IN BUSINESS OR OTHERWISE; (d) WILL NOT HAVE ANY OBLIGATION TO ACCEPT ANY RETURNS OR EXCHANGES OF ANY PRODUCT OR FIX ANY DEFECTS IN THE PRODUCTS; AND (e) SPECIFICALLY DISCLAIMS ANY WARRANTIES THAT ANY PRODUCT OR SERVICES (OR ANY RESULTS THEREOF) WILL FUNCTION OR ARE COMPATIBLE WITH SUCH COMPUTER HARDWARE OR SOFTWARE WITH WHICH YOU OR OTHERS MAY USE TO USE OR ACCESS THE PRODUCT OR SERVICES (OR RESULTS THEREOF). YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT ANY COMPUTER HARDWARE OR SOFTWARE YOU USE IS COMPATIBLE WITH AND/OR FUNCTIONS WITH THE PRODUCT AND SERVICES (AND ANY RESULTS THEREOF).

13. Limitation of Liability. IN NO EVENT SHALL TOP PRODUCER BE RESPONSIBLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST BUSINESS, REVENUE OR PROFITS, IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED. WITHOUT IN ANY WAY LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL TOP PRODUCER’S TOTAL LIABILITY TO YOU EXCEED IN THE AGGREGATE, REGARDLESS OF THE NUMBER OR TIMING OF CLAIMS, THE AMOUNT ACTUALLY PAID TO TOP PRODUCER BY YOU UNDER THIS AGREEMENT IN THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE FIRST FILING OR ASSERTION OF A CLAIM. THE TERMS OF THIS SECTION 13 SHALL APPLY REGARDLESS OF THE THEORY OF LIABILITY ASSERTED, INCLUDING BUT NOT LIMITED TO TORT (INCLUDING NEGLIGENCE) AND REGARDLESS OF WHETHER TOP PRODUCER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. ANY ACTION AGAINST TOP PRODUCER FOR RELIEF OF ANY KIND MUST BE BROUGHT WITHIN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION ARISES.

14. Inquiries and Communications. You may receive consumer contacts or consumer contact information, including, without limitation, names, phone numbers, email addresses and other contact information, financial information or other personal information (collectively, “User Data”) in connection with certain Products. You agree (unless the following terms are expressly excluded in a written agreement signed by Top Producer): (a) to respond to or use User Data only in accordance with Top Producer’s then-current Privacy Statement, which is available at ; (b) to respond to or use User Data solely for the purpose of responding to the corresponding consumer’s specific inquiry (“Inquiry”) and/or to provide the specific service(s) requested by such consumer (as applicable) (the “Authorized Purpose”), and to do so in a prompt, courteous and professional manner; (c) not to sell, transfer, disclose, distribute or otherwise share any User Data, provided that you may make User Data available to Your affiliates or contractors who you retain to assist You in undertaking an Authorized Purpose, but only for that purpose and only if they have agreed to be bound by the terms of this Section 14 and have agreed that Top Producer may enforce this policy directly as to them; and (d) not to make any use of User Data or Inquiries except as specified above. Further, You agree that: (e) You shall comply, and are solely responsible for complying (and will cause your affiliates, contractors and distributees to comply), with all federal, state and local laws and regulations applicable to the use, handling, safekeeping, storage and/or disposition of User Data and/or applicable to any business operations, third-party transactions or communications or other conduct relating to the subject matter of this section — whether “do not call” rules, mobile device rules, so-called “robo-calling” rules, telemarketing rules, privacy rules, marketing email rules, or otherwise; (f) You may not be excessive, abusive or annoying with respect to the quantity or frequency of your communications, and must cease contacting any person who makes a request that you not do so; and (g) as to all Inquiries and User Data received by or on behalf of You or Your affiliates, You agree (and agree to cause your affiliates, contractors and distributes) to maintain commercially reasonable safeguards to protect such information from unauthorized access, use or disclosure, to take reasonable steps to test and assure that such safeguards are at all relevant times reasonably effective in achieving their intended purposes, and to otherwise comply with this section. In recognition of the importance to Top Producer, its business and reputation of prompt and professional responsiveness by You regarding Inquiries, and in recognition that consumers might tend to associate any slow or unsatisfactory responsiveness and/or professionalism with Top Producer, You agree that Top Producer (and/or its designated affiliates or contractors) shall at all times be free to provide copies of such Inquiries to Your broker and/or follow up with and otherwise contact persons associated with Inquiries to assess their satisfaction with Your responsiveness and professionalism. In the event Top Producer sells or offers a limited number of Units with respect to a Product, then Top Producer reserves the right in its sole and absolute discretion to increase, decrease, subdivide or merge from time to time the Units, or number of sold or available Units, associated with such Product. (For example, if Top Producer’s sales or offering of a Product was based on or allocated by way of zip codes and Top Producer had offered or made sales of such Product such that three Product customers would have Advertisements appear, on a rotation basis, with respect to a given zip code, Top Producer’s discretion reserved here would, for example, enable it to change such allocation such that a greater or a fewer number of advertisers might participate with respect to such zip code. The foregoing is merely an example and shall not be construed as a limitation on Top Producer.) In order to keep You apprised of matters potentially of interest to You, You authorize Top Producer and its affiliates, solely to the extent permitted by applicable law, while You are a customer and thereafter, to send You (directly or by way of Top Producer’s contractors, and via email, telephone and SMS/text messaging (using the phone no.(s) provided in connection with any purchase under this agreement or at the request of Top Producer or any of its affiliates), instant messaging, the Web, pager, PDA, fax (using the fax no.(s) provided in connection with any purchase under this agreement or at the request of Top Producer or any of its affiliates), mail, courier, computer or otherwise, and in such form and content, and with such frequency, as Top Producer elects from time to time) renewal, informational, advertising and promotional communications regarding Your account, Your customer status, or products, services, data, offerings, initiatives, events or other matters developed, offered, followed, sponsored or promoted by Top Producer or its affiliates or otherwise potentially of interest to You.

14.1 SMS/Text Messaging via Short Code.

(a) We may contact You via SMS/text messaging using the short codes 72438 and/or 63317. Short code 72438 is used by FiveStreet for new lead alerts, claiming leads and to confirm your phone number in the website. Short code 63317 will be used by Top Producer X for new message alerts.

(b) You can cancel the SMS service at any time. Just text “STOP” to the short code. After this, You will no longer receive SMS messages from us. If You want to join again, just sign up as You did the first time and we will start sending SMS messages to You again.

(c) If You are experiencing issues with the messaging program You can reply with the keyword HELP for more assistance, or You can get help directly at support@topproducer.com.

(d) We are able to deliver messages to the following mobile phone carriers:

AT&T, Verizon Wireless, Sprint, T-Mobile, MetroPCS, U.S. Cellular, Alltel, Boost Mobile, Nextel, and Virgin Mobile.

Alaska Communications Systems (ACS), Appalachian Wireless (EKN), Bluegrass Cellular, Cellular One of East Central IL (ECIT), Cellular One of Northeast Pennsylvania, Cincinnati Bell Wireless, Cricket, Coral Wireless (Mobi PCS), COX, Cross, Element Mobile (Flat Wireless), Epic Touch (Elkhart Telephone), GCI, Golden State, Hawkeye (Chat Mobility), Hawkeye (NW Missouri), Illinois Valley Cellular, Inland Cellular, iWireless (Iowa Wireless), Keystone Wireless (Immix Wireless/PC Man), Mosaic (Consolidated or CTC Telecom), Nex-Tech Wireless, NTelos, Panhandle Communications, Pioneer, Plateau (Texas RSA 3 Ltd), Revol, RINA, Simmetry (TMP Corporation), Thumb Cellular, Union Wireless, United Wireless, Viaero Wireless, and West Central (WCC or 5 Star Wireless).

Carriers are not liable for delayed or undelivered messages.

(e) As always, message and data rates may apply for any messages sent to You from us and to us from You. Message frequency varies. If You have any questions about Your text plan or data plan, it is best to contact Your wireless provider.

(f) If You have any questions regarding privacy, please read Top Producer’s Privacy Statement, which is available at: https://www.topproducer.com/privacy/

15. General. You may not assign or transfer this Agreement by operation of law or otherwise without the prior written consent of Top Producer, which consent may be withheld in Top Producer’s sole and absolute discretion. This Agreement (a) constitutes the complete expression of the agreement, and (b) supersedes any and all other agreements, whether written or oral, between the parties relating to the subject matter. In the event of any inconsistency between the Order and these Standard Terms, these Standard Terms shall control. In the event that any provision of this Agreement shall be held to be void or unenforceable, the remaining portions shall remain in full force and effect. This Agreement may be executed in counterparts, via facsimile, each of which shall constitute an original but all of which taken together shall constitute one agreement. The parties are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is created by this Agreement. No party shall be liable for failure or delay in performing its obligations due to an event of force majeure including, without limitation, failure of third-party software or equipment. All rights and remedies hereunder are cumulative. No modification of this Agreement shall be binding on Top Producer unless agreed to in writing by an authorized employee of Top Producer. All notices given under this Agreement shall be sent to the address set forth on the Order. Insofar as a Product implements mapping services from Google, Your use of such mapping services is subject to, and with respect to such mapping services You agree to comply with, Google’s then-current terms at the following URLs:
(A) the terms of service at http://maps.google.com/help/terms_maps.html;
(B) the legal notices at http://maps.google.com/help/legalnotices_maps.html; and
(C) the acceptable use policy at https://www.google.com/work/earthmaps/legal/universal_aup.html.

16. Applicable Law; Agreement to Arbitrate.

•  Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.
•  Agreement to Arbitrate. You and Top Producer agree that any and all disputes or claims that may arise between You and Top Producer shall be resolved exclusively through final and binding arbitration, rather than in court, except that You may assert claims in small claims court if Your claims qualify. The Federal Arbitration Act shall govern the interpretation and enforcement of this Section 16. THE ARBITRABILITY OF ANY CLAIM OR DISPUTE IS TO BE DECIDED SOLELY BY AN ARBITRATOR. YOU AGREE THAT YOU AND TOP PRODUCER MAY BRING CLAIMS AGAINST EACH OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND TOP PRODUCER AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. FURTHER, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S) .  The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules and procedures, as modified by this Section 16. The AAA’s rules are available at www.adr.org . A form for initiating arbitration proceedings is available on the AAA’s website at https://www.adr.org. The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or Top Producer may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and TOP PRODUCER subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. Attendance at an in-person hearing may be made by telephone by you and/or TOP PRODUCER, unless the arbitrator requires otherwise. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules, unless otherwise stated in this Section 16.2. If a court decides that any part of this Section 16.2 is invalid or unenforceable, the other parts of this Section 16.2 shall still apply.17. Additional Terms Applicable to Advertising Products Only.
•  Positioning of Advertisements. Except as otherwise expressly provided in the Order, positioning of Advertisements within the Top Producer Distribution Channels or on any page thereof is at Top Producer’s sole discretion. Top Producer may, at its sole discretion, modify or remove any portion of the Top Producer Distribution Channels.
•  Lead Quantity; Impressions; Usage Statistics. Unless specified in the Order, Top Producer makes no guarantees or warranties of any kind with respect to the number of page views, impressions, leads, or any other measure of usage that will be received in connection with any Advertisement or Advertising Product or how such page views, impressions, leads, or other measure of usage will be distributed. You acknowledge that delivery statistics provided by Top Producer are the definitive and binding measurements of Top Producer’s performance on any delivery obligations provided in the Order.
•  Top Producer’s Right to Reject, Cancel or Remove Advertisements. Top Producer reserves the right to reject, cancel or remove any Advertisement, URL, link, space reservation, or position commitment, at any time, for any reason whatsoever in its discretion without notice to You.
•  Provision of Content for Advertisements. Within seven (7) days after the date of the Order for an Advertising Product or such shorter time period as may be set forth in such Order, You shall provide Top Producer, in accordance with Top Producer’s instructions and Top Producer’s policies and specifications (the “Specifications”) in effect from time to time with all content and materials to be incorporated into the Advertisement(s) (or other Product) and such additional data about Yourself and Your business as may be necessary in order for Top Producer to display the Advertisement(s) or otherwise provide the Product (collectively, “Customer Content”). Upon Top Producer’s receiving Customer Content, You shall, or Top Producer shall be authorized by You to, produce the selected Advertisement (or other Product items) utilizing the Customer Content. Top Producer shall not be required to publish any Advertisement (or otherwise provide a Product) for which the necessary content is not received in accordance with the Specifications, and Top Producer reserves the right to charge You, at a rate specified in the Order, for inventory held by Top Producer (or otherwise charge You for the Product) pending receipt of acceptable content from You which are past due. Top Producer reserves the right to omit or remove Customer Content in whole or in part if Top Producer, in its sole discretion, finds any part of it (including, without limitation, any image included within Customer Content) to be in violation of the Agreement or otherwise inappropriate or against the business interests of Top Producer or its affiliates.18.0. Additional Terms Applicable to Applications Only.

18.1 Application License; Limitations. During the term of Your Order, and subject in all respects to these Standard Terms, Top Producer grants You a personal, limited, revocable, nonexclusive, non-sublicensable, nontransferable license to do the following, but only for Your own internal purposes and only in a manner consistent with the User Documentation, any applicable Supplier Rules (as defined below), and other express authorizations, limitations and instructions by Top Producer: (A) download, install, and use on your personal computing device (or on multiple computing devices insofar as use on multiple computing devices is possible without breaching this Agreement and is not otherwise prohibited) any and all software components of the Application that Company makes available to you for downloading over the Internet; (B) access and use the Applications and any and all components (including, without limitation, data, tools, materials, and features) of the Applications (“Components”) that Top Producer makes available to you directly through the Internet using your authorized username and password. All rights not expressly granted are reserved. Except as expressly permitted in this Section 18.1, You may not receive, access, use or reproduce the whole or any part of the Application, any Components, the Third-Party Content, or the User Documentation, or any copies of any of the foregoing (collectively, the “Top Producer Items”). You may not: (a) sell, sublicense, lend, lease, timeshare, publicly display or perform, commercialize, or transfer any of the Top Producer Items in whole or in part, or otherwise make any of the Top Producer Items in whole or in part available to any third party; (b) use, on a re-seller, service bureau, shared-use or distributed-use basis, any of the Top Producer Items in whole or in part for the benefit of any third party; (c) modify, translate, or create derivative works of any of the Top Producer Items in whole or in part; (d) reverse assemble, reverse compile, or reverse engineer any of the Top Producer Items in whole or in part; (e) alter or modify any disabling, monitoring, tracking or data-capture mechanism that may be resident in any of the any of the Top Producer Items; (f) remove, alter, or obscure any copyright notice or other proprietary notice or legend that is on or in any of the Top Producer Items; (g) use any part of any of the Top Producer Items to transmit or facilitate the creation or transmission of email messages in violation of applicable laws or otherwise in excess of one thousand (1,000) bulk or marketing email messages per day; or (h) receive, access or use any part of the Top Producer Items for fraudulent purposes, in violation of any laws, regulations or rights of others, in any way that undermines, interferes with or otherwise harms or threatens others, others’ activities or any of the Top Producer Items or their integrity, security, operability or stability, to harass others, or in violation of these Standard Terms or the User Documentation. You agree to comply with all applicable laws and regulations pertaining to Your receipt of, access to and use of any of the Top Producer Items, including without limitation complying with all laws and regulations that apply in connection with any calling, text message, and email message functionality that is available through any of the Top Producer Items, including any rules that might require prior consent of the person to be called, texted, or emailed. Export of any of the Top Producer Items, or of any access to or use of any of them, is not permitted.

18.2 Responsibility for Use. You are solely responsible for Your use of the Application, any Components, and the User Documentation, including, without limitation, any such use by way of Your user name and password, and for all consequences or results of such use. You are solely responsible for determining the suitability of any Application for your business or organization.

18.3 Storage. You acknowledge and agree that Top Producer has no responsibility or liability for any deletion, destruction, corruption, or other loss of any content that you introduce, store, or transmit in connection with Your use of any Application. Top Producer may, from time to time, set limits on the amount of disk or storage space allotted to you for the Application, including for the storage of such Content.

18.4 User Names and Passwords. To the extent access to and use of an Application is by way of Internet, Web, online or similar connection, You will be required to choose (or, at Top Producer’s discretion, you will be assigned) a user name and password for the Application. You are solely responsible for maintaining the confidentiality and security of your user name and password, and for all activities that occur under your user name and password. You must notify Top Producer immediately if You become aware of any unauthorized use of Your user name or password, or if You become aware of any other breach of security regarding the Application. Top Producer will not be liable for any loss or damage that You may incur as a result of someone else using Your user name or password, either with or without Your knowledge, and You agree to indemnify and hold harmless Top Producer from and against any and all losses it may suffer as a result of such unauthorized use. Top Producer is entitled to assume that anyone who provides Your user name and password is You or is acting as Your agent or otherwise on Your behalf and with Your full consent. You authorize Top Producer to deal openly and fully with any person who provides Your user name and password. In the event an assistant’s license, team license, or other arrangement involving multiple user name-password sets, and/or multiple persons having access to Applications You have ordered, is granted by Top Producer, You will be responsible for the security, safekeeping, management and control of such account(s), all such user name-password sets, the relevant Application, and all receipt of, access to and use thereof; and the above terms of this Section 18.4 shall be construed to apply in full in such circumstances to any and all such accounts, user name-password sets and multiple-person use.

18.5 Internet Access; System Requirements. Use of an Application, or certain parts thereof, may require access to the Internet or particular equipment, software, data access and/or telecommunications services, and Top Producer may change those requirements from time to time in its sole discretion and without prior notice. You are solely responsible for obtaining, configuring, maintaining, and paying all fees, taxes, expenses and other charges related to, any equipment, software, data access and/or telecommunications services necessary for you to access the Internet and/or make use of the Application.

18.6 Third-Party Data. You acknowledge and agree that: (a) Certain content and/or data supplied by a third party may be accessible through or in connection with an Application (“Third-Party Content”); (b) Your access to and use of any such contents and/or data is subject to (and You hereby agree to comply with) such rules, conditions, agreements, policies, guidelines and requirements as the supplier thereof (“Supplier”) issues or requires (“Supplier Rules”), which Supplier Rules may be changed by the Supplier at any time; (c) Top Producer is not an agent for the Supplier and cannot bind the Supplier contractually, waive rights of the Supplier, or otherwise act on behalf of the Supplier; (d) You will use the data and/or content provided by Supplier only as permitted to under these Standard Terms and under any other relevant agreements or obligations to which You are subject; (e) Top Producer makes no guarantee or commitment that any data and/or content provided through third-party arrangements will be continuously provided or remain available, will be available when desired, or will meet your particular needs or purposes; and (f) with respect to Suppliers who are multiple listing services or associated boards or associations (collectively, “MLSs”), You acknowledge and agree: (i) Certain Applications and/or Components may rely heavily on data from MLSs, and the usefulness of such Applications and/or Components to You will depend significantly on whether such Application or Component is supported by the MLS(s) relevant or important to You; (ii) certain Applications and/or Components are not supported by all MLSs, and You agree to take responsibility to confirm with Top Producer whether the MLS(s) relevant or important to You are supported; and (iii) if Top Producer is informed by an MLS that You are not a subscriber or member in good standing, or are otherwise restricted by the MLS from accessing the applicable data or content, then Top Producer may immediately suspend and/or terminate the Order and/or Your receipt of, access to and/or use of the applicable Application and/or Component.

18.7 U.S. Government Restricted Rights. Each Application and any related User Documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (a) through (d) of the Commercial Computer Software – Restricted Rights at 48 CFR 52.227-19, and in similar clauses in the NASA FAR Supplement, as applicable. Manufacturer is Top Producer.

18.8 Effects of Termination.  In the event of any termination of the Agreement, or upon any instructions from the Company, You agree to immediately delete, remove, un-install or otherwise un-deploy, in accordance with these Standard Terms, any and all Lead Widgets that You had previously caused to be deployed and to otherwise comply with all terms of this Agreement applicable in light of such termination. Upon any termination of this Agreement, Top Producer may, without notice, delete any and all content that You may have introduced, stored, or transmitted in connection with Your use of the Application.

18.9 Application Analytics.  Top Producer may use one or more analytics systems to help improve usability and Your experiences. Top Producer may (or may use one or more vendors to) record Your activity on the Application, including mouse clicks; mouse movements; scrolling activity; and keystroke information that You voluntarily enter on the platform. You should stop using the Application if You do not agree to such recording. Note that, if available, disabling vendor analytic system(s) may disable other features of the analytics system(s) that the Application employs.

18.10 Email Inbox Integration. When You provide Top Producer with credentials for Your email account, Your email account (including without limitation Your email communications, contacts, and calendar entries) will be monitored, copied, stored, and used by Top Producer and/or its vendors on an ongoing basis in order to provide You with current or contemplated Application features and/or functionality. If You delete information from Your email account after You link it to the Application, the Application may, but is not obligated to, retain a copy of the deleted information even though it has been deleted from Your email account. Upon expiration or termination of Your Application Order, Top Producer and its vendors may, but are not obligated to, keep copies of Your email account information that has been copied and stored by Top Producer and/or its vendors up until the time of such expiration or termination.

18.11 Features Enabled by Third Parties. The Application may use features enabled by one or more third parties. By using the Application, you agree to share your information with third parties who provide such services to Top Producer. By placing on Order or using the Application, you acknowledge and agree that such third parties may access your personally identifiable information. Your personally identifiable information includes, but is not limited to, your name, email address, and authentication credentials. Such third parties may use your personally identifiable information in accordance with their privacy policies.

19. Additional Terms Applicable to Featured Website Product and Top Producer Website Product Only. Notwithstanding any provision to the contrary contained in these Standard Terms, the following terms, in addition to all terms contained above, shall apply to all Orders for the Products currently referred to as “Featured Website” and “Top Producer Website” (each, the “Website Application”): (a) You understand and agree that You, and not Top Producer, are responsible for the operation and control of the Website Application and You understand that legal liability can arise from, and legal duties can apply to, publishing or allowing the posting of any content on websites or otherwise operating or controlling websites; (b) You acknowledge and agree that You are exclusively responsible for, and Top Producer will have no duty or responsibility whatsoever for providing to You or for the website, any warnings, notices, terms of website use, legal terms, disclaimers, terms purporting to limit, exclude or shift liability, responsibility or risk, proprietary rights notices, acceptable use policy, privacy policy or other legends, agreements or terms of any nature, whether legal, exculpatory, protective or otherwise; (c) You agree that Top Producer may from time to time establish, add to, or change from time to time, and that You will at all times comply with, policies, procedures, practices and limits concerning receipt of, access to and/or use of the Website Application; (d) Top Producer reserves the right to charge You for – in which case You agree to pay – third-party fees and charges assessed against, incurred by or paid by Top Producer in connection with the registration, renewal, creation or maintenance of the website (including, but not limited to, domain registration fees), all of which are non-refundable; (e) Top Producer and its licensors own and retain all right, title, and interest in and to the Website Application, in whole and in part, and all Top Producer-provided web content; (f) You agree to assume full responsibility for any Top Producer-provided web content on the website and for causing any such Top Producer-provided web content that is in any way inappropriate to be removed from the website or made inaccessible; You acknowledge and agree that Top Producer’s making the Top Producer-provided web content available does not constitute legal, tax, accounting, real estate, financial, regulatory or other professional advice, and should not relied upon by You as appropriate for your website unless You specifically deem it appropriate based on your own judgment and any advice You obtain from advisors You retain; (g) You must at all times make it clear on your website that You are the party responsible for the website and the content posted to or available through it and that any comments, complaints, claims or questions regarding the website or the content posted to or available through it are to be directed solely to You; You may not in any way identify Top Producer as the party responsible for the website or the content posted to or available through it; (h) You hereby authorize Top Producer to transfer in or acquire a domain name from a third-party domain name vendor (“TPDNV”) and renew or permit the renewal of the domain name annually; (i) You agree, and will remain agreeable throughout the duration of the use of the domain name, to the TPDNVs’ terms of service, which You acknowledge the TPDNVs may change at any time in their sole discretion and without notice; (j) You understand that You will become a party to a separate contractual relationship between yourself and the TPDNVs, and that You, and not Top Producer, will be fully and solely responsible for all liability and obligations in connection with that relationship, provided that Top Producer may act on Your behalf in connection with such relationship, the TPDNVs and your account(s) with them; (k) if, after registering one or more domain names in connection with the website or Website Application (for example, because of your incorrect registration of a domain name or otherwise), You choose to delete a previously registered domain name and subsequently register one or more additional different domain names, You will be charged the resulting domain name registration fees; (l) Top Producer may list You or, in Top Producer’s discretion, Top Producer, as the registrant and/or administrative, billing, and/or technical contact in connection with the domain name; however, upon any termination of your subscription for the Website Application, Top Producer may immediately cease acting in those capacities including in connection with switching registrars and will not be responsible to forward any notices, emails or other correspondence to You or to take any other actions in connection with the domain name after any such termination; (m) You, and not Top Producer, shall be solely responsible for renewing any domain names that may become due for renewal; (n) if Top Producer is contacted with a complaint, comment or inquiry about, or otherwise becomes aware of, any use of, activity, or problem relating to, or content that may be posted to or otherwise available on or through, the website or Website Application, then Top Producer will be free (without notice) to take or refrain from taking any action it deems, in its sole discretion, to be appropriate, advisable, useful, preferable, prudent, protective or mitigating, and Top Producer shall have absolutely no responsibility or liability to You or others as a consequence of any such action or inaction, and You will indemnify, defend and hold Top Producer and its affiliates and their respective directors, officers, employees, agents and representatives harmless from and against all lawsuits, claims, actions, damages, loss, injury, costs (including, without limitation, attorneys’ fees, experts fees and other defense costs), expenses, penalties, interest and liability incurred by Top Producer or its affiliates as a result of, in the course of defending or addressing, or in connection with any such lawsuit, claim or action, any such action or inaction or any such use, activity, trend, problem or Content; (o) Top Producer shall be under no obligation, but does reserve the right (without notice), to monitor, pre-screen, block, remove, render inaccessible and otherwise regulate and address any website or content, and in no event will Top Producer be responsible for any legal wrong that might be committed in connection with the website or website Application, nor for the appropriateness, accuracy, sufficiency, correctness, legality, veracity, completeness, or timeliness of any use of, activity, trend or problem relating to, or content that may be posted to, available on or through the website or Website Application ; (p) with respect to the website or any Content, You agree not to post, upload, link to, frame, display or otherwise transmit any content which is false or misleading, threatening, abusive, harassing, tortious, defamatory, obscene, indecent, pornographic, libelous, invasive of another’s privacy, hateful, racially and ethnically objectionable, otherwise objectionable or offensive, or inapplicable to or irrelevant to a professional business website, or which constitutes the infringement of any patent, trademark, trade secret, copyright or other proprietary rights of any party, or the violation of any right of publicity or privacy right; (q) no guarantee, warranty, representation or promise of availability, uptime, response-times, performance or quality of the website or some or all of its features is made by Top Producer; (r) You understand that the Website Application makes use of, or is based in part on, information, software, technology, content, materials and/or services made available under an agreement(s) between Top Producer and the owner(s) or provider(s) of same; and You acknowledge and agree that should such agreement(s), any party’s performance obligations thereunder or any of such third-party technology, content, materials or services for any reason expire, be suspended, be cancelled, terminate or be become subject to an injunction, legal challenge or material modification, then this could result in the Website Application becoming in whole or in part changed, disabled, unavailable or otherwise unusable; and (s) Top Producer is not and will not be responsible for any transaction between You and any third party nor the terms and conditions of any such transaction or the quality of services or products provided by or to any such third party or any legal liability arising out of or related to such services or products, and You will indemnify, defend, and hold Top Producer and its affiliates and their respective directors, officers, employees, agents and representatives harmless from and against all lawsuits, claims, actions, damages, loss, injury, costs (including, without limitation, attorneys’ fees, experts fees and other defense costs), expenses, penalties, interest and liability relating to any dispute in connection with such third party transactions, products, and/or services incurred by, owed by or adjudicated or awarded against Top Producer and any of its affiliates and their respective directors, officers, employees, agents and representatives.