ADVERTISING TERMS

FOR REAL ESTATE PROFESSIONALS USE OF SCHOOLSK-12 SPONSORED AREAS PROGRAM.

As used in this section the term SchoolsK-12 means SchoolsK-12, SchoolsK-12.com, its owner, agents, employees, and representatives. As used in this Section, the terms "Real Estate Professional” “Realtor” and "You" mean you or any third party authorized to act on your behalf.

SPONSORED AREAS PROGRAM.

Sponsored areas program offered by Schoolsk-12 is an advertising program whereby a Real Estate Professional chooses to advertise (sponsor) a territory by first selecting a minimum of a single zip codes in the SchoolsK-12.com website. Sponsored Area sign up pages from a list of available (un-sponsored) zip codes. The charge to the Real Estate Professional varies the number of available zip codes selected. Once an available zip code is selected to be sponsored by a Real Estate Professional and successful payment of the sponsorship price received by Schoolsk-12, that zip code is exclusively sponsored for the duration of the sponsorship term unless renewed. This means that no other Real Estate professional may also have sponsorship of that zip code during this term. SchoolsK-12 reserves the right to place advertising banners of any kind that might appear on pages exclusively sponsored by a Real Estate Professional. Schoolsk-12 also reserves the right to place a sponsor banner of any kind within its site header with up to 100% rotation (all pages) of the site. The Real Estate Professional’s initial sponsorship/advertising term shall commence upon payment of the initial sign up date.

SchoolsK-12 will accept a suitable photograph, color scheme, logo and contact information from the Real Estate Professional (suitability is determined solely by SchoolsK-12) and create an advertisement for the Real Estate Professional for a fee. Real Estate Professional may opt to provide advertising artwork that meets suitability and size (as determined solely by SchoolsK-12) to avoid the artwork fee. See Artwork banners, whether completed by Real Estate Professional and provided to Schoolsk-12 or completed by Schoolsk-12 from Real Estate Professional’s photos, logo etc., must be approved for posting by the Real Estate Professional within 45 days of sponsorship term commencement (sign up date). Failure to do so gives Schoolsk-12 the right, at its option, to cancel sponsorship and Real Estate Professionals right to his/her sponsorship area without refund and to offer said area to other Real Estate Professionals.

REPRESENTATIONS AND DISCLAIMER OF WARRANTIES

Real Estate Professional represents and warrants to SchoolsK-12 the following are true and correct, and will remain true and correct during the term of this Agreement:

• he/she has met and maintains all necessary licensing requirements for the state in which he/she practices the real estate profession; ;
• his/her license is in good standing in that state and is associated with a broker who is also licensed in good standing with that state;
• that all information provided to SchoolsK-12 in connection with this Agreement, including, but not limited to, information provided in registration page, will be true and correct. .

Real Estate Professional agrees to defend, indemnify and hold harmless SchoolsK-12, and its affiliates and their respective employees, consultants and other agents, from and against any and all claims, liabilities, lawsuits, damages, settlements, costs and expenses (including reasonable attorney's fees) arising from any alleged or actual breach of the representations, warranties, covenants or promises by Real Estate Professional in this Agreement or from any professional misconduct, negligence or other acts or omissions causing liability. Real Estate Professional agrees to maintain, or through its broker, will maintain, errors and omissions insurance customary for real estate brokers in an amount adequate to cover potential liabilities here under. .

Real Estate Professional agrees and acknowledges that SchoolsK-12 makes no guarantee or warranty that advertising with Schoosl-12 will be cause for any user to enter into or consummate any real estate transaction with the Real Estate Professional and that no representations, expressed or implied, have been made by SchoolsK-12 or anyone associated with SchoolsK-12 as to the number of Leads Real Estate Professional will receive, if any, by way of advertising with Schoolsk-12.

EXCEPT AS NOTED IN THIS AGREEMENT, EACH PARTY HEREBY WAIVES, ANY OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, EXPRESS OR IMPLIED, CONTRACTUAL, STATUTORY, IN TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Real Estate Professional agrees not to provide information to SchoolsK-12 (such as photographs, logos and trademarks) that is protected by laws of privacy and/or copyright or in any other way protected where Real Estate Professional does not have expressed authorization to do so. Real Estate Professional agrees to hold Schoolsk-12 harmless from and against any losses, costs, damages or expenses (including reasonable attorneys' fees) resulting from claims or actions arising out of or in connection with real estate professional’s participation with Schoolsk-12. Real Estate Professional agrees that he/she are solely responsible for defending any claim, and for payment of damages or losses resulting from the foregoing to both a third party and to SchoolsK-12

IN NO EVENT SHALL SCHOOLSK-12 BE LIABLE TO REAL ESTATE PROFESSIONAL FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, OR DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES .

RENEWAL and CANCELLATION:

This is a recurring contract. For protection of exclusive territories SchoolsK-12 employs an auto renew system and will bill the Real Estate Professional’s credit card on file to rrenew the sponsorship contract at the end of its term for an additional time period equal to the original term. IT IS THE REAL ESTATE PROFESSIONAL’S RESPONSIBILITY TO CANCEL prior to the expiration of sponsorship term if the Real Estate Professional does not wish to extend the contract into a new term.

Cancellations must be in writing and can be sent to information@schoolsk-12.com A confirmation of receipt of such email will be sent to Real Estate Professional to complete he cancellation. Cancellation requests are immediate and cannot be made for a future date. Real Estate Professional must notify SchoolsK-12 of intent to cancel 3 business days prior to the expiration of the advertising term to avoid renewal charges.

From time to time, SchoolsK12 may announce price changes for particular advertising/sponsorship areas. Such changes will never change the sponsorship cost to a Real Estate Professional mid term (in other words impact the cost of a 30 day sponsorship period during that 30 day term). Announcements will be delivered by electronic mail to the email address Real Estate Professional has provided SchoolsK-12. Real Estate Professional will be given ample opportunity to cancel her/his auto renewal by notifying SchoolsK-12 before the adjusted price would take affect. Notice of such changes will come with an approximate window of 30 days for the Real Estate Professional to determine if they wish to continue. In the case of a price change, the Real Estate Professional will be given a 10 day period after the first price change billing to cancel and receive a credit for that charge only. On other credits will be considered and requests for credits without a price change or outside of this period after a price change will not be considered. No other refunds of any kind will be considered.

GENERAL PROVISIONS

This Agreement represents the entire agreement of the parties with respect to its subject matter, and supersedes any prior oral or written communications, agreements or understandings. Real Estate Professional has not relied upon any representations or warranties by SchoolsK-12, oral or otherwise that are not contained in this Agreement.

No waiver, modification or addition to this Agreement shall be valid unless agreed to in writing by SchoolsK-12. No e-mails, correspondence, voice mails, or other communications from Real Estate Professional to SchoolsK-12 shall be deemed to modify, amend, add or delete from this Agreement. Notwithstanding the foregoing, SchoolsK-12 reserves the right to amend the terms of this Agreement from time to time by posting a revised Agreement on the SchoolsK-12 web site. Real Estate Professional’s continued participation in the Schoolsk-12 sponsorship program following such changes shall be deemed an assent to such changes.

All notices required under this Agreement, including but not limited to cancellation of recurring billing, shall be made in writing and may be sent by the following means:

1. By electronic mail to You at the address provided in your registration form and to SchoolsK-12 at the following address: Hugh@SchoolsK-12.com.
2. By letter sent via facsimile to You at the fax number provided in Your registration form and to SchoolsK-12 at the following fax number: 858-312-1940.
3. By letter sent certified or registered mail to You at the street address provided in Your registration form and to SchoolsK-12 at the following street address: SchoolsK-12, 13180 Glen Circle Road, Poway ca 92064. Such notices shall be deemed delivered as followed: (i) on the date delivered to the email address or facsimile number indicated above and (ii) five (5) days after deposit in the mail when using registered or certified mail. Each party shall notify the other party of any changes in the address or fax numbers indicated above for notice, provided that no such change shall be effective as to You unless You update Your registration form through the SchoolsK-12 web site.

The parties agree to enter this Agreement and conduct transactions hereunder by electronic means and that notices and other communications hereunder can be provided, sent or delivered in an electronic record as set forth in the Uniform Electronic Transactions Act as enacted in California (California Civil Code §§1633.1 to 1633.17), or to the extent such provisions do not apply, under the provisions of the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§7001-7031.

If any part of this Agreement is found invalid or unenforceable, that part will be amended to achieve as nearly as possible the same effect as the original provision and the remainder of this Agreement will remain in full force. SchoolsK-12 may freely assign or transfer this Agreement in whole or in part to any other person or entity. You may not assign, voluntarily, by operation of law, or otherwise, any rights or delegate any duties under this Agreement without SchoolsK-12 prior written consent, and any attempt to do so without that consent will be void. This Agreement will bind and inure to the benefit of the parties and their respective permitted successors and permitted assigns.

JURISDICTION

This Agreement shall be governed by and construed in accordance with the substantive laws of the State of California without regard to principles of choice of law. The exclusive jurisdiction and venue of all matters relating to this agreement shall be vested exclusively in San Diego County Municipal and/or San Diego County Superior Courts. The parties consent to the personal jurisdiction of such courts.

PAYMENT OF FEES

If Real Estate Professional chooses to Advertise on the SchoolsK-12.com website, namely the applicable SchoolsK-12 Premium Report and the City Results pages, she/he agrees to pay SchoolsK-12 in advance, including any and all taxes which may be applicable. Real Estate Professional further agrees that such payment is non-refundable. Real Estate Professional acknowledges that his/her payment obligation hereunder is based solely on the provisions of this agreement and not on sales, registrations, or other user actions. Real Estate Professional represents that all payment information provided to Schoolsk-12 is correct. Real Estate Professional shall be responsible for the payment of any and all charges and/or fees incurred by SchoolsK-12 as a result of any credit chargeback. Real Estate Professional agrees and acknowledges that SchoolsK-12 cannot guarantee that credit card information will be securely transmitted. Said transmission is guaranteed by a separate entity, Pay Pal / Verisign, Inc. and this can be confirmed by viewing the 'S' in the browser address bar (httpS:www.schoolsk-12.com) of any ecommerce page offered by Schoolsk-12.