Last Updated: April 5, 2024

IMPORTANT: PLEASE REVIEW THESE TERMS OF SERVICE CAREFULLY. BY SUBMITTING AN ORDER FORM, JOINING THE MOVOTO PRO+ PROGRAM OR OTHERWISE USING THE SERVICES, YOU ACCEPT THESE TERMS. ONCE ACCEPTED BY YOU, THESE TERMS BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND MOVOTO. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT: (i) SUBMIT AN ORDER FORM, (ii) JOIN THE MOVOTO PRO+ PROGRAM, (iii) TEXT OR EMAIL WITH THE MOVOTO PLATFORM, NOR (iv) USE THE SERVICES OR AGENT TOOLS.

YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS OF SERVICE; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO AGREE TO THESE TERMS OF SERVICE AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THESE TERMS OF SERVICE AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

1. Applicability. The Movoto Pro+ subscription program and platform (“Movoto Pro+”) is offered to those real estate professionals who are participants in the Movoto Select Network (“Movoto Select Network”) and supplement the terms and conditions of the Master Broker Referral Agreement and any addendum attached thereto or incorporated therein (“MBRA”). These Movoto Pro+ Terms of Service, including all documents incorporated herein by reference, (the “Terms”) and the accepted subscription order form(s) (the “Order Form” and together with the Terms, the “Agreement”) are the only terms that govern your purchase of the Movoto Pro+ Services and the provision of such Movoto Pro+ Services by OJO Home LLC dba Movoto, a Texas limited liability company with a business address of 1007 S. Congress, Building 9, Suite 400, Austin, Texas 78704 (“Movoto”, “we”, “us”, or “our”), to the customer set forth on the accompanying Order Form (“Customer”, “you” or “your”). In the event of any inconsistency or conflict between the Terms and the Order Form, the Order Form shall control, but only to the extent of such express inconsistency or conflict. Except as may be expressly set forth on an accompanying Order Form, nothing herein will be construed as to modify, supplant, or replace the MBRA between you and Movoto. If Customer purchases the Movoto Pro+ subscription, this Agreement exists in addition to and alongside the MBRA.

2. Movoto Pro+ Services.

1. In General. Subject to and conditioned on Customer’s compliance with the terms and conditions of this Agreement, Movoto shall provide the services to Customer as described in the Order Form (the “Services”) in accordance with these Terms.

1. Movoto Pro+ Lead Services. Movoto will, in its sole and absolute discretion, determine and set aside certain real estate referral leads (“Leads”) that will be offered under the MovotoPro+ subscription program in certain designated market areas (the “DMA” or the “DMAs”). Customer acknowledges and agrees that not all DMAs are covered in the MovotoPro+ program, and Leads may not be available in Customer’s desired DMA.

Exclusive Leads. Customer shall receive the Leads as set forth in the Order Form on an exclusive basis during the Term and subject to the terms and conditions herein, including Section 4. During the Term, Movotowill not offer such Leads earmarked for Customer to any other real estate broker or agent in the same DMA unless: (i) Customer is in breach of this Agreement; (ii) Customer’s Agent Tools, including the agent dashboard provided by Movoto, are not in compliance with Movoto Policies, as may be updated from time to time; (iii) such Lead indicates to Movoto their dissatisfaction with the Customer; (iv) there has not been 2-way communication between Customer and a Lead for sixty (60) consecutive days; or (v) Customer terminates their subscription to Movoto Pro+ early.

Refreshed Leads. If, within 120 consecutive days of the original referral date (the “Original Lead Period”), a consumer that was previously sent to Customer as a Lead (each, an “Original Lead”) subsequently returns to any of our Websites and clicks on a call-to-action (“CTA”) in the same DMA as the Original Lead (the “Original DMA”), Movoto will re-refer such Original Lead to Customer. If, however, the Original Lead clicks on any CTA in the Original DMA after the Original Lead Period (such Lead a “Refreshed Lead”), then such Refreshed Lead will become non-exclusive and Movoto may (subject to confirming there is no buy-side or listing agreement existing between the Refreshed Lead and the Customer) freely, and without any liability to Customer, refer such Refreshed Lead to another real estate broker or agent. For the avoidance of doubt, an Original Lead that clicks a CTA in a different DMA from the Original DMA, at any time, is not exclusive to Customer, and Movoto may refer such Lead to any other real estate broker or agent without restriction.

Estimated Lead Count. During the Term, Movoto will use reasonable efforts to deliver to Customer the Estimated Lead Count per calendar month set forth on the Order Form. Movoto cannot and does not guarantee that any number or quality of Leads will be delivered to Customer. Customer acknowledges and agrees that the actual number of Leads Movotodelivers to Customer may be subject to frequent changes and may vary widely depending on various factors, including the number of Leads available for the MovotoPro+ program in any given DMA and the number of other Customers purchasing Leads in such DMA.

Fees Subject to Change. Furthermore, Customer acknowledges and agrees that the Leads are provided under a proprietary, market-based pricing model, and Customer’s Fees may be subject to frequent changes and may vary widely depending on various factors, including without limitation the number of Leads available for the MovotoPro+ program in any given DMA and the number of other Customers purchasing Leads in such DMA.

Nothing herein will be construed as to bar Customer from accepting referrals from Movoto outside of the Movoto Pro+ program. For the avoidance of doubt, Customer may continue to receive and accept referrals from Movoto through the Movoto Select Network, even after the Estimated Lead Count has been reached in any given calendar month. Such additional referrals will be governed solely by the MBRA.

1. Movoto Pro+ Agent Designation. Movoto may, from time to time, designate Customer as a Movoto Pro+ agent on the Movoto Select Network member directory hosted within the Site. The Movoto Pro+ Agent designation is deemed to be included in the Movoto Select Network Tools (the “Agent Tools”), as defined in the MBRA.

During the Term, Movoto grants Customer a fully paid-up, worldwide, limited, non-exclusive, royalty-free, non-transferrable, non-sublicensable, and fully revocable license to use (i.e., to copy, transmit, distribute, and display) Movoto’s trademarks, logos, links, or other references or identifiers (the “Marks”) and associated materials, advertising, or language (collectively, the “Marketing Materials”) solely in the form and manner and solely in the content and materials as provided or expressly approved in advance in writing by Movoto for Customer’s advertising purposes. For the avoidance of doubt, the Marks and Marketing Materials shall be used for the sole purpose of effectuating the business relationship contemplated by this Agreement and only in accordance with Movoto’s trademark policies and directions. All goodwill arising from the use of any of the Marks, Marketing Materials, or other intellectual property shall inure to the benefit of Movoto. Except for the limited activities and purposes permitted by the license grant in this Section, nothing herein is intended to grant Customer any further right under or interest in any of Movoto’s intellectual property rights. Movoto retains all ownership, right, title, and interest in and to its Marks and other intellectual property, whether preexisting or newly created by Movoto.

Upon any expiration or termination of this Agreement, the license granted in this Section shall concurrently terminate, and Customer shall immediately cease use of the Marks and Marketing Materials and, upon Movoto’s request, shall provide Movoto with adequate and appropriate proof of same.

1. Service and System Control. Movoto has and will retain sole control over the operation, provision, maintenance, and management of Movoto’s proprietary website platform(s), including movoto.com, ojo.com, any subdomains, and the Movoto mobile app (the “Websites”); the Agent Tools, including our phone-based, text-based and email services; any application program interfaces (“API”) provided by Movoto; and any other desktop or mobile website platforms through which Movoto makes its services available (the Websites, Agent Tools and API, are collectively, the “Site”). Customer has and will retain sole responsibility for all access to and use of the Site and any means controlled by Customer, including any: (i) information, instructions, or materials provided by the Customer to Movoto; (ii) results obtained from any use of the Services or Site; and (iii) conclusions, decisions, or actions based on such use.

1. Service Management; Team Lead. Customer shall, throughout the Term, maintain within its organization a service manager to serve as Customer’s primary point of contact for day-to-day communications, consultation, and decision-making regarding this Agreement (the “Team Lead”). The Team Lead shall be responsible for providing all day-to-day consents and approvals on behalf of Customer under this Agreement. Customer shall ensure its Team Lead has the requisite organizational authority, skill, experience, and other qualifications to perform in such capacity. Customer shall use commercially reasonable efforts to maintain the same Team Lead in place throughout the Term. If Customer wishes to replace its Team Lead, Customer shall promptly name a new service manager by written notice to Movoto.

1. Changes. Movoto reserves the right, in its sole discretion, to make any changes to the Services that it deems necessary or useful to: (i) maintain or enhance: (A) the quality or delivery of Movoto services to its customers; (B) the competitive strength of or market for Movoto's services; or (C) the Services’ cost efficiency or performance; or (ii) to comply with applicable law. Without limiting the foregoing, either party may, at any time during the Term, request in writing changes to the Services. The parties shall evaluate and, if agreed, implement all such requested changes in accordance with their mutual agreement. No requested changes will be effective unless and until memorialized in a written change order signed by both parties. Any such change may incur commensurate fee increases and necessary modifications of service performance requirements, including additional charges to Customer for costs incurred in evaluating proposed changes. Movoto may require a minimum fee commitment which may limit the Customer’s right to lower its payment obligations hereunder.

1. Consent to Receipt and Recording of Communications. Customer acknowledges and agrees that Movoto, our affiliates, and our third-party service providers acting on behalf of Movoto and each such entity’s employees, contractors and software (collectively, “Service Providers”), may contact you via warm telephone calls, direct text messaging, direct emailing, and with certain automated, autodialed, prerecorded, artificial, or other telemarketing phone calls, emails, text messages, or push notifications using the email address(es) and telephone number(s) provided by you, or via in-app features (“Other Messages”). You hereby expressly authorize Movoto and its Service Providers to communicate with you by email, phone and text at the email address and/or wireless phone number provided or any other email address or number that you may provide in the future. You understand that message and data rates may apply to text messages based upon the terms of your wireless service provider contract. Customer further acknowledges and agrees that such emails, calls and/or text messages may constitute advertising or telemarketing under the Telephone Consumer Protection Act (“TCPA”), and, for example, Movoto may email, call, or text with information about new service offerings available to Customer. Customer understands that agreeing to receive Other Messages that constitute advertising or telemarketing is not a condition to purchase. Customer further acknowledges and agrees that in the regular course of our service to you, calls between Customer and consumers or Movoto employees or Service Providers may be monitored and recorded for quality control, training, and other internal business purposes.

3. Priority Support. The Services include Movoto’s priority customer support for the Services (“Priority Support”) in accordance with the provisions of this Section. Movoto shall use commercially reasonable efforts to classify Customer’s support requests as “priority” and place such support requests ahead of any non-Movoto Pro+ customer support requests. Thereafter, Movoto will respond to such support requests in the order in which they are received during normal business hours of our Austin, Texas headquarters. The Team Lead shall notify Movoto of any support request by email, telephone, or such other means as the parties may hereafter agree to. The Priority Support services do not replace the need for Customer to maintain regular data backups or redundant data archives. MOVOTO HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER CONTENT.

4. Customer Obligations.

1. In General. Customer is responsible and liable for all uses of the Services resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of members of its real estate brokerage team, and any act or omission by such team member that would constitute a breach of this Agreement will be deemed a breach of this Agreement by Customer. Customer shall make all such team members aware of this Agreement’s provisions as applicable to such team member’s use of the Services, and shall cause such team members to comply with such provisions. Movoto may, from time to time, require Customer to complete certain actions related to onboarding, implementation, account setup, and otherwise before commencement of delivering Leads to Customer.  

1. Customer Cooperation. Customer shall at all times during the Term provide all cooperation and assistance as Movoto may reasonably request to enable Movoto to exercise its rights and perform its obligations under and in connection with this Agreement.

1. Service Level. Notwithstanding anything herein to the contrary, if Movoto determines, in its sole and absolute discretion, that Customer is not providing a Lead with a sufficiently appropriate level of service, upon notice to Customer, such Lead will become non-exclusive and Movoto may freely, and without any liability to Customer, refer such Lead to another real estate broker or agent.

1. Effect of Customer Failure or Delay. If Movoto’s performance of its obligations under this Agreement is prevented or delayed, in whole or in part, by any act, performance, failure to perform, or omission of Customer or its agents, subcontractors, consultants, or employees, Movoto shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.

1. Third-Party Products. The Services may incorporate third-party products or components or contain features designed to interoperate with third-party software-as-a-service offerings owned by third-parties. For purposes of this Agreement, such third-party products are subject to their own terms and conditions and any applicable flow-through provisions.

1. Auditing Rights and Required Records. Customer agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of three (3) years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. Movoto may, at its own expense, on reasonable prior notice, periodically inspect and audit Customer’s records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that Customer has underpaid Movoto with respect to any amounts due and payable during the Term, Customer shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 6(c). Customer shall pay for the costs of the audit if the audit determines that Customer’s underpayment equals or exceeds 10% for any quarter. Such inspection and auditing rights will extend throughout the Term of this Agreement and for a period of three (3) years after the termination or expiration of this Agreement.

16. Compliance with Law. Customer shall, and cause each of its team members to, at all times comply with all federal, state, and local laws, ordinances, regulations, and orders that are applicable to the operation of its business and to this Agreement and its performance hereunder. Without limiting the generality of the foregoing, Customer shall at all times, at its own expense, obtain and maintain all certifications, credentials, authorizations, licenses, and permits necessary to conduct its business relating to the exercise of its rights and the performance of its obligations under this Agreement. Customer shall comply with all industry-specific laws and regulations applicable to Customer and its business, including, but not limited to, the following: the limits and restrictions on payments for referrals for other real estate settlement services; fair housing laws, rules, and regulations including without limitation the Fair Housing Act, Title VIII Civil Rights Act of 1968, 42 USC 3600, et seq; the Telephone Consumer Protection Act (TCPA); the Telemarketing Sales Rules (TSR); the CAN-SPAM Act of 2003; the Federal Telemarketing Sales Rules, including the provision relating to the NATIONAL DO NOT CALL REGISTRY (16. C.F.R. Part 310); the California Consumer Privacy Act of 2018 (CCPA); the California Privacy Rights Act of 2020 (CPRA); the California Online Privacy Protection Act (CalOPPA); the Dodd-Frank Wall Street Reform and Consumer Protection Act; Section 5 of the FTC Act; the Consumer Leasing Act; the Electronic Fund Transfer Act; the Alternative Mortgage Transaction Parity Act; the Equal Credit Opportunity Act; the Fair Credit Reporting Act; the Fair Debt Collection Practices Act; the Home Mortgage Disclosure Act; the Real Estate Settlement Procedures Act; the Secure and Fair Enforcement for Mortgage Licensing (SAFE) Act; the Truth in Lending Act; the Gramm-Leach-Bliley Act; and Section 626 of the Omnibus Appropriations Act of 2009. If Customer receives an inquiry or complaint related to the Services that falls under the TCPA, the TSR, the CAN-SPAM Act of 2003, the DO NOT CALL REGISTRY provisions, the CCPA, the CPRA, the CalOPPA, or any similar federal, state, or local statute or regulation for providing information that was procured through fraud, identity theft, or any illegal or illicit means, Customer shall, within forty-eight (48) hours of receipt of such a request, notify Movoto of such inquiry, complaint, or request and cooperate in any investigation as the parties may deem appropriate.

1. Policies. Customer shall use the Services subject to Movoto policies, guidelines, procedures, rules and regulations, including, but not limited to, all terms and conditions set forth in any Movoto standard codes of conduct, privacy policies, acceptable use policies, data security, and similar policies applicable to Customer that Movoto may implement and modify from time to time (collectively, “Policies”). The Policies are incorporated herein by reference. Movoto reserves the right to terminate this Agreement if Customer is in violation of any Policy.

1. Code of Conduct. Movoto believes that all people deserve to be treated equally and with respect, regardless of their race, ethnicity, nationality, class, religion, belief, sex, language, sexual orientation, gender identity, age, health or other status. Movoto chooses to work with professionals who both share these values and embody them in their interactions with consumers, Movoto employees, and other professionals. In the event Movoto determines, in its discretion, that Customer is not upholding these values, Movoto may take action to ensure the integrity of the Services, including terminating Customer’s Agreement with us. Movoto may also, in its discretion, terminate a Customer’s Agreement with us in the event the Customer is charged with or convicted of a crime, or Movoto otherwise believes Customer’s participation in the Movoto Pro+ program could harm the reputation and/or good standing of the services offered by Movoto.

5. Use Restrictions. Customer shall not use the Services for any purposes beyond the scope granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any person to: (i) copy, modify, or create derivative works of the Services, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the; (v) input, upload, transmit, or otherwise provide to or through the Services or Site, any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code; (vi) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services or Movoto's provision of services to any third party, in whole or in part; (vii) access or use the Services for purposes of competitive analysis of the Services, the development, provision, or use of a competing product or any other purpose that is to Movoto’s detriment or commercial disadvantage; or (viii) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

6.                Fees and Payment Terms.

a.                In General.

                  i.                    In consideration of the provision of the Services by Movoto and the rights granted to Customer under this Agreement, Customer shall pay Movoto the monthly fees (the “Monthly Fee”) and the Referral Fee (as defined in the MBRA) as set forth on the applicable Order Form (the Monthly Fee together with the Referral Fee, the “Fees”), as follows: (i) For purposes of the Monthly Fee, Customer authorizes Movoto to automatically charge Customer’s payment method (as may be updated by Customer from time to time) periodically and recurring for each subscription or billing period until the Services are terminated in accordance with this Agreement. By authorizing recurring payments, Customer authorizes Movoto to process such payments as either electronic debits or fund transfers, or as electronic drafts from the designated bank account (in the case of Automated Clearing House or similar debits), as charges to the designated card account (in the case of credit card, debit card, or similar payments) (collectively, “Electronic Payments”). Customer is responsible for any merchant service transaction processing fees. If any payment is returned unpaid or if any credit card, debit card, or similar transaction is rejected or denied, Movoto or its service providers reserve the right to collect any applicable return item, rejection or insufficient funds fee to the maximum extent permitted by applicable law and to process any such fees as an Electronic Payment or to invoice Customer for the amount due; and (ii) The Referral Fee will be paid pursuant to the payment terms of the MBRA.

                ii.                    With regard to Movoto Pro+ Leads and notwithstanding any other agreement between the parties, Customer shall ensure that Customer’s Broker pays the applicable Referral Fee on any and all real estate transactions (buy-side, sell-side, or both) that come under contract or close during the thirty (30) months following the date the Movoto Pro+ Lead is deemed accepted by Customer, whether or not (A) the agent handling such transaction remains affiliated with Customer or Customer’s Broker; and whether or not (B) Customer or Customer’s Broker receives a commission from such transaction.

               iii.                     Customer acknowledges and agrees that Customer is responsible for the full amount of applicable Fees, plus any applicable taxes, for each billing period during the Term, even if Customer does not use the Services during the billing period or uses the Services for only a portion of the billing period. Movoto reserves the right to cease Services or to terminate your account if it is not in good standing or has any outstanding amount of Fees overdue.

b.               Fee Increases. The parties agree that Movoto may increase its fees specified in the applicable Order Form upon prior written notice to Customer, effective as of the beginning of the immediately following Renewal Term.  

c.                Late Payments. If Customer fails to make any payment of Fees when due, without limiting Movoto’s other rights and remedies: (i) Movoto may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Movoto for all costs incurred by Movoto in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for five (5) days or more, Movoto may suspend Customer’s access to any portion or all of the Services until such amounts are paid in full.

d.               Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Customer hereunder; any such taxes, duties and charges currently assessed or which may be assessed in the future, that are applicable to the Services provided under this Agreement are for the Customer’s account, and Customer hereby agrees to pay such taxes; provided, that, in no event shall Customer pay or be responsible for any taxes imposed on, or with respect to, Movoto’s income, revenues, gross receipts, personnel, real or personal property, or other assets.

1. Nonrefundable; No Deductions or Setoffs. Any payments made by Customer in accordance with this Section shall, once they are paid, not be refundable nor creditable for any reason whatsoever, unless otherwise expressly agreed by the parties in writing. Furthermore, all amounts payable to Movoto under this Agreement shall be paid by Customer to Movoto in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).

1. Fee Claims Time-Barred. To the fullest extent permitted by law, Customer waives all claims related to invoiced amounts (including any claims for charges based on suspected invalid Leads) unless claimed by written notice to Movoto within sixty (60) days after the invoice date (without prejudice to Customer’s credit card issuer rights).

7. Intellectual Property; Data Ownership.

1. Movoto IP. Customer acknowledges that, as between Customer and Movoto, Movoto owns all right, title, and interest, including all intellectual property rights, in and to the Services, and, with respect to third-party products incorporated in the Services, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the third-party products.

2. Customer Content. Movoto acknowledges that, as between Movoto and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to, and is solely responsible for, all information, data, and other content, in any form or media, that is submitted, posted or otherwise transmitted by or on behalf of Customer through the Site (the “Customer Content”). For purposes of this Agreement, Customer Content includes all data and other information provided by Customer to Movoto, in any form, including without limitation: (i) the property listings for properties that Customer provides to Movoto and all corresponding materials (“Listings”) and any other materials submitted to Movoto by Customer for inclusion in Movoto’s member directory, including, without limitation, photos, videos, information, URLs, and other content, whether generated by or for Customer; and (ii) the web sites and landing pages to which Customer Content link or direct users, and the advertised properties and services on such pages.

Customer represents, warrants, and covenants to Movoto that Customer owns or otherwise has and will have the necessary rights (including, without limitation, any copyright, trademark, patent, publicity or other rights) and consents in and relating to the Customer Content so that, as uploaded to the Site, they do not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, or any privacy or other rights of any third party or violate any applicable law. Without limiting the foregoing, Customer will not include any discriminatory, abusive, obscene, offensive, threatening, fraudulent, libelous or illegal material in its Customer Content.

1. Content License. Customer hereby grants Movoto a perpetual, worldwide, irrevocable, royalty-free, fully paid-up, non-exclusive, sub-licensable and freely transferable license to use, reproduce, distribute, modify, adapt, publish, display, translate, store, create derivative works from, and otherwise use and exploit the Customer Content in any form, media, software or technology of any kind for any lawful purpose (“Content License”).

1. Accuracy of Information. Further, Customer is responsible for promptly updating Customer’s information and other Customer Content to ensure that all Customer Content are current and accurate. Customer will not include in the screen or profile names that are displayed in the Agent Tools or Site any personally identifiable information other than the Customer’s individual agent’s first and last name and/or the name of Customer’s business. Customer further represents and warrants to Movoto that: (A) all Customer information provided in connection with Customer’s account and any Order Form is complete, correct and current; (B) the Customer Content complies with all policies designed to ensure compliance with civil rights and anti-discrimination laws, including, without limitation, the Fair Housing Act, Americans with Disabilities Act, and the Equal Credit Opportunity Act, to the extent such laws are applicable to Customer; (C) the Customer Content does not indicate any discrimination on the basis of race, color, religion, sex, handicap, familial status or national origin; and (D) none of the Customer Content will violate or encourage violation of any applicable laws, regulations, code of conduct, or third party rights (including intellectual property rights). Violation of the foregoing may result in temporary suspension or immediate termination of Customer’s Order Form(s) and/or Customer’s membership in the Movoto Select Network, without notice, without limiting any other remedies available to Movoto.

1. Non-Compliant Customer Content; Suspension. Movoto does not always review Customer Content prior to display, but Movoto reserves the right to remove any Customer Content or suspend a Customer’s account upon finding an error, violation of the Policies or this Agreement, or for any other reason. Movoto will use commercially reasonable efforts to send a notice to Customer, requiring that Customer modify the Customer Content, and if Customer does not cure any noncompliance within the time frame specified and modify the Customer Content to comply with the notice, Movoto may discontinue displaying the Customer Content and/or sending the Customer Leads without refunding any prepaid amounts to Customer (a “Service Suspension”). Movoto may reinstate Customer’s account at any time during the remainder of the Term indicated in the Agreement. Movoto shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Movoto will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that Customer may incur as a result of a Service Suspension. Movoto has the right, but not the obligation, to modify the Customer Content for format, spelling, or other matters of presentation, or to comply with the Policies and this Agreement.

1. Aggregated Data. Notwithstanding anything to the contrary in this Agreement, Movoto may monitor Customer’s use of the Services and Site and collect and compile data and information related to Customer’s use of the Services to be used by Movoto in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services (“Aggregated Data”). As between Movoto and Customer, all right, title, and interest in Aggregated Data, and all intellectual property rights therein, belong to and are retained solely by Movoto. You acknowledge that Movoto may compile Aggregated Data based on Customer Content input into the Services (including, without limitation, via the Agent Tools). You agree that Movoto may: (i) make Aggregated Data publicly available in compliance with applicable law, and (ii) use, reproduce, distribute, make derivative works of, and otherwise exploit such Aggregated Data to the extent and in the manner permitted under applicable law; provided that such Aggregated Data do not identify Customer’s Confidential Information. For clarity, Movoto owns all rights, title and interest in all data that Movoto collects about Customer’s use of the Services and user interaction with digital properties, Leads, and pricing, as well as any derivative works created pursuant to the prior sentence.

1. Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Movoto by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Movoto is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. Customer hereby assigns to Movoto on Customer’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Movoto is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Movoto is not required to use any Feedback.

8. Confidential Information. From time to time during the Term, either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date first disclosed to the receiving party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

Customer acknowledges and agrees that all pricing, Lead, and Fee information constitute Movoto’s Confidential Information that is provided solely for Customer’s personal use and Customer will not disclose such information except as reasonably required by Customer’s broker or for legal or accounting purposes. Any use of any pricing or contact/Lead information other than as explicitly permitted herein, including, without limitation, the provision of such information to any third-party (in any form or format whatsoever; aggregated or otherwise) is strictly prohibited and may result in Movoto immediately terminating this Agreement and/or banning Customer from the Site and other properties, as well as exercising all rights and remedies available to Movoto, all of which are hereby expressly reserved.

9. WARRANTY DISCLAIMER. MOVOTO PROVIDES THE SERVICES “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE,” AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH CUSTOMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MOVOTO AND ITS SUPPLIERS MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. MOVOTO, ITS LICENSEES, AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING (A) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (B) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (C) WARRANTIES OR CONDITIONS OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE.  MOVOTO STRICTLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.

Without limitation, Movoto makes no warranty that the Services or use thereof will: (a) meet Customer’s or any other person’s requirements, (b) operate without interruption, achieve any intended result, (c) be compatible or work with any software, system, or other services, or (c) be secure accurate, complete, free of harmful code, or error free. Without limiting the foregoing, Movoto makes no guarantee regarding positioning, levels, quantity, quality, or timing of: (i) availability and delivery of any leads or Agent Tools on any Site or section thereof; (ii) lead quality; (iii) lead volume; (iv) conversions or other results for any subscription; or (v) display of the Agent Tools on the Site.

10. Indemnification.

1. Movoto Indemnification.

   1. Movoto shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer resulting from any third-party claim, third-party suit, third-party action, or third-party proceeding (“Third-Party Claim”) that the Services or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party’s US intellectual property rights, provided that Customer promptly notifies Movoto in writing of such Third-Party Claim, cooperates with Movoto, and allows Movoto sole authority to control the defense and settlement of such Third-Party Claim.

   2. If a Third Party-Claim is made or appears possible, Customer agrees to permit Movoto, at Movoto'S sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Movoto determines that neither alternative is reasonably available, Movoto may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.

   3. This Section 10(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Movoto or authorized by Movoto in writing; (B) modifications to the Services not made by Movoto; (C) Customer Content ; or (D) third-party products.

1. Customer Indemnification. Customer shall indemnify, hold harmless, and, at Movoto’s option, defend Movoto from and against any Losses resulting from or arising out of any Third-Party Claim that: (i) the Customer Content, or any use of the Customer Content in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights; and (ii) alleging Customer's: (A) negligence, gross negligence, or willful misconduct; (B) breach of this Agreement, any Order Form, or any other applicable terms and conditions, including but not limited to the Movoto Terms of Service and policies; or (C) violation of federal, state, local or any other laws or regulations, including without limitation local and state-level real estate rules applicable to Customer; provided that Customer may not settle any Third-Party Claim against Movoto unless Movoto consents to such settlement, and further provided that Movoto will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

1. Sole Remedy. THIS SECTION 10 SETS FORTH CUSTOMER'S SOLE REMEDIES AND MOVOTO’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

11. Limitation of Liability.

1. No Consequential or Indirect Damages. IN NO EVENT WILL MOVOTO BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER MOVOTO WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

1. Maximum Liability. IN NO EVENT WILL MOVOTO’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO MOVOTO UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $10,000, WHICHEVER IS LESS.

12. Term and Termination.

1. Term. The initial term (the "InitialTerm") of this Agreement begins on the Effective Date and will continue in effect for the period of time indicated on the applicable Order Form and, if not indicated, for a period of six (6) months after the date that Services are first made available to Customer (the “Start Date”). The Initial Term is non-cancellable by Customer. After the Initial Term, this Agreement will automatically renew for additional successive periods equal to the immediately preceding expiring term period (each a “Renewal Term”) unless Customer gives Movoto written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current term (the Initial Term together with each Renewal Term, the "Term").

1. Termination. Movoto may terminate this Agreement, effective on written notice to Customer: (i) if Customer fails to pay any amount when due hereunder, and such failure continues more than five (5) days after Movoto’s delivery of written notice thereof; or (ii) for any or no reason at all. Either party may terminate this Agreement, effective on written notice to the other party, if the other party breaches this Agreement, and such breach: (i) is incapable of cure; or (b) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach. If Customer terminates the MBRA for convenience before the expiration of the Term of this Agreement, then: (i) Customer shall be disqualified to receive any further Leads following the effective date of termination of the MBRA, and (ii) such termination will not impact any of Customer’s obligations under this Agreement, including without limitation those obligations set forth in Section 6 hereof. Any Customer breach of this Agreement shall be deemed a breach of the MBRA or its addenda and any Customer breach of the MBRA or its addenda shall be deemed a breach of this Agreement. Movoto reserves the right to exercise any and all remedies available to it under either agreement, including Movoto’s right to terminate either or both agreements.

1. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Services. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund. Customer’s obligation to pay Referral Fees on Movoto Pro+ closed transactions shall survive any termination of this Agreement and shall continue until the expiration of any applicable Referral Tail Period under the MBRA.

1. Survival. This Section 12(e) and Sections 6 (Fees and Payment Terms), 7 (Confidential Information), 8 (Intellectual Property; Data Ownership), 9 (Warranty Disclaimer), 10 (Indemnification), 11 (Limitation of Liability), 13 (Miscellaneous), and any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, will survive any termination or expiration of this Agreement.

13. Miscellaneous.

1. Entire Agreement. This Agreement, together with any other documents incorporated herein by reference including the Order Form, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of the Terms of Service, the Order Form, the MBRA, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, the Order Form, but only to the extent of any inconsistency with the Movoto Pro+ Terms of Service; (ii) second, the Movoto Pro+ Terms of Service, but only to the extent of any inconsistency with the MBRA; (iii) third, the MBRA; and (iv) fourth, any other documents incorporated herein by reference.

1. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the parties at the addresses set forth on the Order Form (or to such other address that may be designated by the party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section. Legal notices to Movoto via email should be sent to legal@ojo.com.

1. Force Majeure.  In no event shall either party be liable to the other party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such party’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, pandemic, epidemic, government-mandated shutdown, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

1. Amendment and Modification; Waiver. Movoto may change or update the terms of this Agreement at any time without liability to Customer. Movoto will provide you with notice of any materialupdates to this Agreement. The updated version of this Agreement will be available at Movoto Pro+ Terms of Service. Notices for material updates to the terms of this Agreement will be given by sending Customer an email, posting a notice in the Agent Tools, or as otherwise may be practicable in Movoto’s discretion. Following such notice, your continued use of the Services on or after the date the updated version of this Agreement is effective and binding, as indicated at the top of this Agreement, constitutes your acceptance of the updated version of this Agreement. The updated version of this Agreement supersedes all prior versions.  If you do not agree to the updated version of this Agreement, you must stop using the Services immediately. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. Movoto further reserves the right to change or discontinue any or all of the Services at any time with notice to Customer.

1. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

1. Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Texas. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder may be instituted exclusively in the federal courts of the United States or the courts of the State of Texas in each case located in the city of Austin and County of Travis, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

1. Waiver of Jury Trial. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY ORDER FORM, EXHIBITS, SCHEDULES, AND APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (II) IT HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) IT MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND (IV) IT HAS DECIDED TO ENTER INTO THIS AGREEMENT IN CONSIDERATION OF, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

1. Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Movoto. For purposes of this Agreement, a change of control in Customer shall be deemed an assignment prohibited under this Section. “Change of control” means a change in the beneficial ownership, directly or indirectly, of 50% or more of the Customer’s outstanding equity interests or a sale of substantially all the assets of Customer, whether by merger, reorganization, acquisition, sale, or otherwise, and. Any purported assignment or delegation in violation of this Section will be null and void. Movoto may, without the prior written consent of Customer, unconditionally assign, novate, delegate or transfer any or all of its rights and obligations under this Agreement, in whole, in part, or through a splitting of the Agreement, to any affiliate or to any acquirer of a Movoto business line to which this Agreement relates. This Agreement is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns.

1. Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Content outside the US.

1. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 8 (Confidentiality) or, in the case of Customer, Section 5 (Use Restrictions), would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.