SERVICE AGREEMENT

PLEASE READ THIS SERVICE AGREEMENT CAREFULLY. BY CLICKING “ACCEPTED AND AGREED TO,” CLIENT AGREES TO THESE TERMS AND CONDITIONS.

This service agreement ( “Agreement”) between Sun American Mortgage Company, an Arizona Corporation whose principal place of business is 4140 E Baseline Rd Ste 206 Mesa, AZ 85206 (“Company”) and the corporation, LLC, partnership, sole proprietorship, or other business entity executing this Agreement (“Client”). This Agreement is effective as of the date Client clicks “Accepted and Agreed To” (the “Effective Date”).  Client’s use of Sun American’s Platform is governed by this Agreement, as are Client’s authorizations to grant its own customers use of the System.

Each party acknowledges it has read this agreement, understands it, and agrees to be bound by its terms, and the person signing on its behalf has been authorized to do so. The person executing this agreement on Client’s behalf represents that he or she has the authority to bind Client to these terms and conditions and those contained at https://SunAmericanRealtor.com/legal.

A. LICENSE. For the duration of this Agreement, including any renewals, Sun American grants to Client a non-exclusive license to access and use the Platform, including its software and content, subject to the terms of this Agreement. In consideration, Client shall comply (and shall cause all of its employees, contractors, agents, representative, any and all other persons authorized to access or use the Platform to comply) with these Terms.

B. SERVICES. As part of the Platform and as specified in the Order Form, Sun American will also provide the services (“Services”) for the duration of this Agreement and any renewals thereof and subject to the conditions of this Agreement.

1. SUN AMERICAN BROKER WEBSITE.

Website Overview. Sun American will provide Client with a customized instance of the standard customer-facing Sun American broker IDX Website.

Website Features. The Website will include:

Domain Name. Sun American will use a domain name provided by Client. Sun American reserves the right to refuse the use of any domain name or Client Branding or Content (as defined below) for any reason in its sole and absolute discretion.

Branding. Sun American will provide Client with access to online capabilities to allow Client to customize the Website to reflect the existing corporate brand presence of Client (“Client Branding”) with the exception of certain updates or customizations, which must be performed by Sun American. Client warrants that all Client Branding provided by Client shall be MLS compliant and otherwise compliant with any applicable state and local laws. Client shall be solely responsible for any Client Branding that does not comply with MLS requirements or applicable law or that infringes the rights of third parties.

MLS/IDX Integration. Sun American will integrate Client’s Multiple Listing Service (MLS) IDX data feed from Client’s respective MLS Board(s) as identified in writing to Sun American. Any changes to Client’s MLS Board or brokerage changes must be submitted in writing and approved by Sun American. Client represents, warrants and covenants that: (i) Client is an owner/operator, broker or licensed agent with a brokerage; (ii) Client is an active licensed member of its respective MLS with Client’s own MLS/IDX account, and not a client or licensee of such an account from a third party; (iii) Client is able to and shall obtain and maintain the appropriate licenses to secure an IDX feed from the MLS; (iv) Client will obey all rules & regulations, including compliance requirements, as set forth by the MLS Board, applicable laws, and applicable professional associations (including franchise requirements and Realtor designation regulations).

IDX or MLS User Changes. Client is responsible for promptly notifying Sun American concerning any change to the IDX data feed or MLS user agreement that may affect the Sun American system function or Sun American’s or Client’s right to use or integrate the MLS data on or into the Website. In accordance with the provisions of Section I, Client shall indemnify, defend, and hold Sun American harmless from any failure of Client to obtain or maintain the appropriate licenses. Should MLS Board or IDX provider mandate code change, display, charges, or other requirements for use on the Website or with the Platform, Sun American may elect to refuse to comply with such mandate and shall have no liability to Client for such noncompliance or any termination of access to the data feed as a result. All charges from the MLS Board and IDX data provider are the sole responsibility of the Client and must be fully paid for as a condition of continued access and use of the Platform.

Hosting. Sun American will be responsible for hosting Client’s Website. Sun American will use its reasonable efforts to ensure that the Website will be accessible at least 98% of the time on a monthly basis. Measurements of accessibility shall exclude scheduled maintenance and circumstances beyond Sun American’s reasonable control including but not limited to computer or telecommunications failures, denial of service attacks or as the result of a force majeure event.

Updates. Sun American reserves the right to update, modify and upgrade the Platform in its sole discretion during the term of this Agreement. Client understands and agrees that the Website will be automatically upgraded to include the most recent generally available version of the Platform. Such modifications or updates may include new or modified functionality or removal of obsolete or other functions.

Additional Services. Any additional services, including without limitation, integration or customization, are outside the scope of this Agreement. Sun American may provide such additional services as requested by Client and as agreed by the parties. Unless agreed to in writing in a separate order, the cost for any additional services shall be billed to Client at the rate of $75.00 per hour.

Third-Party Software Requirements. Client acknowledges that it shall be solely responsible for maintaining its own technology environment including Internet access. Client also understands that certain third party equipment and software (“Third-Party Requirements”) may be required for use of the Website and Platform and that Client shall be responsible for obtaining and maintaining all such Third-Party Requirements, including payment of any associated license or other fees.

2. CRM AND LEADS MANAGEMENT SYSTEM. Sun American will store data collected within Sun American’s CRM and Leads Management System.

CRM Features. The CRM and Leads Management system includes features for capturing, tracking, managing and nurturing leads, managing agent activity, contacts and workflow. Features of the CRM system may change from time to time and Sun American reserves the right to charge for new features that may be included in future CRM releases.

Access to CRM Data. Both Client and Sun American will have access to customer data received from the Website. Both parties shall have the right to contact any customers who submit the data and agree to the Terms of Use for their respective products.

CRM Fees and Charges. Sun American shall pay all CRM related costs in consideration for access to the leads generated by Client’s Website. No additional consideration shall be given regardless of number or quality of leads.

3. MLS/IDX INTEGRATION CHARGES. Client is responsible for all third-party vendor set-up fees and monthly service fees charged by the MLS/IDX provider for Sun American to access MLS data. Client must pay all charges from the MLS data provider. MLS Fees are subject to change as required by Client’s MLS Provider without notice. Sun American will make reasonable attempt to notify Client of any changes as they are notified; however, Client remains obligated to pay such MLS charges even if Sun American fails to notify Client in advance of such changes.

C. CONTENT. Client is responsible for Website content creation. Client may receive material from third parties, but client is responsible for ensuring that the material does not violate copyright protections or other applicable laws.

D. ADVERTISING. Client is solely responsible for implementing and paying for any advertisements related to the Website, whether online, in print, radio or otherwise. Joint advertising with Sun American is permitted if both parties pay their proportionate costs.

E. TERM AND TERMINATION.

1. Term. The term of this Agreement (the “Term”) shall commence on the Effective Date and continue for six months. Thereafter, the Term will renew for successive one month periods, unless either party refuses such renewal by written notice 30 or more days before the renewal date.

2. Termination for Cause. Either party may terminate this Agreement for the other’s material breach by written notice, effective in 30 days unless the other party first cures such breach. Without limiting Company’s other rights and remedies, Company may suspend or terminate a Customer’s Client’s or other User’s access to the System at any time, without advanced notice, if Company reasonably concludes such Customer’s Client or other User has conducted itself in a way that is not consistent with the requirements of the AUP or the other requirements of this Agreement or in a way that subjects Company to potential liability.

3. Effects of Termination. Upon termination of this Agreement, Client may retain the domain name and Client-created content uploaded to the Platform. Company retains the structure, programming code, plug-ins and exclusive right to access, use or license the Platform to other individuals or groups. Company also retains Company-created content uploaded to the Platform. Upon termination, client retains no rights related to the Platform or its content beyond those listed above.

F. LIMITED WARRANTY. Subject to performance by Client of its obligations under this Agreement, Sun American warrants that (i) at the time of launch, the Website and Platform will substantially function as specified under this Agreement; (ii) during the term of this Agreement, Sun American will use its commercially reasonable efforts to repair or replace any portion of the Website or Platform for which Sun American is responsible under this Agreement. There will be no charge to Client for such repair or replacement to the extent that Sun American is responsible for the cause of the problem.

G. DISCLAIMER OF WARRANTY. Aside from the limited warranty set forth in Section F, Sun American hereby disclaims all express or implied warranties of any kind, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. These disclaimers and limitations apply to the fullest extent permitted by law.

H. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL SUN AMERICAN BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES, INCLUDING LOSS OF BUSINESS OR LOST PROFITS OR GOOD WILL, (OTHER THAN DIRECT DAMAGES) THAT RESULT FROM (i) THE CONTENT OF, USE OF, OR INABILITY TO USE THE PLATFORM, WEBSITE, SERVICES OR ANY OTHER SUN AMERICAN WORK PRODUCT, (ii) THE STORAGE, TRANSMISSION, DELIVERY, TRANSFER, LOSS, BREACH, CONTAMINATION, CORRUPTION, COPYING, USE, OR DISCLOSURE ANY CLIENT DATA OR ANY THIRD PARTY DATA ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE THEREOF, OR (III) ANY BREACH OF THIS AGREEMENT BY SUN AMERICAN. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), INFRINGEMENT, OR ANY OTHER BASIS – EVEN IF SUN AMERICAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY OR DAMAGES. WITH RESPECT TO DIRECT DAMAGES, CLIENT’S REMEDY IS LIMITED TO ONE OF THE FOLLOWING: REPAIR/REPLACEMENT OF THE WEBSITE OR PLATFORM OR RELEASE FROM THE AGREEMENT AND RETURN OF ALL INFORMATION, AT SUN AMERICAN’S DISCRETION. THESE DISCLAIMERS AND LIMITATIONS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

I. INDEMNIFICATION. Client shall defend, indemnify, save and hold Sun American (including the officers, directors, employees, managers, members, owners, contractors, representatives, successors and assigns of Sun American, LLC) harmless from any and all actions, judgments, damages, demands, liabilities, losses, costs and claims, including reasonable attorney’s fees, whether asserted or threatened (collectively, any “Actions”) that arise from or are related to (i) Client’s or its Users’ use of the Sun American Platform, Website or Services; (ii) breach of this Agreement by Client (including its Users); (iii) any claims of infringement or other claims arising from use of the Client Branding, Content or provided domain name; and (iv) any claims arising out of any products or services sold or otherwise distributed by Client through the Website or Platform, including any personal or property injury and damage. Sun American shall have the right to participate in the defense or settlement of any such Action at its own expense and with counsel of its choosing. Client may not settle any Action without Sun American’s consent and Sun American, by written notice to Client, may elect to undertake its own defense and settlement of any Action; provided in such event, Client’s defense obligations with respect to that Action (but not with respect to any other Action) will be deemed excused.

J. INDEPENDENT CONTRACTOR. The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf. The parties agree that no Company employee or contractor will be an employee of Client.

K. FORCE MAJEURE. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party’s reasonable control.

L. PROTECTION OF INTELLECTUAL PROPERTY; PERSONAL INFORMATION.

1. NO TRANSFER. All right, title and interest in and to the Platform and Website (other than Client Branding and Content) shall remain the sole property of Sun American, including all copyrights and other intellectual property herein. Client shall remain owner of the Client Branding and Content. Sun American expressly reserves all rights in and to the Platform not expressly granted herein. Client shall not resell, sublicense, distribute, offer subscription services or otherwise provide use of the Platform to third parties other than as expressly set forth in this Agreement.

2. PROPRIETARY NOTICES. Client agrees to respect and not to remove, obliterate or cancel from view any copyright, trademark, confidentiality or other proprietary notice, mark or legend appearing on the Website, the Platform or any output thereof.

3. NO MODIFICATION OR REVERSE ENGINEERING. Client shall not modify, reverse engineer, disassemble, or decompile the Website, Platform or any portion thereof.

4. PERSONAL INFORMATION. Client shall use all personally-identifiable information of its prospects, customers or other website visitors that is collected on or through the Website (“PII”) in accordance with all applicable laws, rules and regulations and shall not use such PII in violation of Sun American’s or Client’s Privacy Policy(ies) or the applicable person’s authorization.

5. RESTRICTIONS ON USE OF SERVICE. Client acknowledges and agrees that it shall not access or use the Platform or Services using automated means (bots, spiders, scrapers or similar means or processes) without Sun American’s express permission or use the Platform or Services in any manner that interferes with the proper working of or places an unreasonable load on the Platform or Sun American’s infrastructure. Client will not, in any manner, or by any means extract data from the Platform for storage on a separate server or database. Client may not access or use, or allow access or use by any User, the Platform by any competitor of Sun American without Sun American’s prior written consent. Client may not access the Platform for the purposes of monitoring its availability, performance or functionality or for any other benchmarking or competitive purpose or to build or improve any competitive product or service.

6. COMPLIANCE WITH LAWS. Client shall be solely responsible for complying with all applicable laws, including state and local requirements in its use of the Platform and conduct of business. Client shall notify Sun American if any state or local laws, rules or regulations require modifications to the Platform or Client’s use of the Platform in order to be in compliance. Sun American does not guarantee that any such modifications will be made or made in a timely manner or will not require the payment of additional fees. After notification, if Sun American chooses not to update, the client’s sole remedy is to cancel this agreement and the website. Client is responsible for all content and can change content without Sun American’s assistance.

M. NOTICES. All notices, requests and demands and other communications required hereunder must be in writing (including email) and delivered to Client at the address set forth or to Sun American at 4140 E Baseline Rd Suite 206 Mesa, AZ 85206. Client shall be notified at the address provided to the Sun American representative. Written notifications shall be deemed received 72 hours after they are sent.

N. GENERAL. This Agreement (comprised of all documents and URLs referenced herein and the Policies) constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes any prior agreements or understandings between the parties, whether written or oral. This Agreement may not be amended except in a writing signed by both parties. Client may not assign this Agreement or its rights hereunder to any third party without the prior written consent of Sun American. This Agreement shall be binding upon, and inure to the benefit of, Client and Sun American and their respective heirs and permitted successors and assigns, and legal representatives, including but not limited to any successors to the business of Sun American. In the event that any portion of this Agreement is determined to be invalid under any applicable law by a court of competent jurisdiction, such provision shall be deemed void and the remainder of this Agreement shall continue in full force and effect. Arizona law shall govern the interpretation and implementation of the Agreement and the resolution of any dispute between the parties arising from or relating to the Agreement. The parties agree that the state and federal courts of Maricopa County, Arizona, shall have exclusive venue and jurisdiction over any and all disputes arising out of or relating to this Agreement, including the formation hereof. No failure or delay by any party in this Agreement to enforce any right specified in this Agreement will operate as a waiver of such right, nor will any single or partial exercise of a right preclude any further or later enforcement of the right. This Agreement may be executed in counterparts, each of which shall be deemed an original.