Both parties hereby agree to the following: This service may be used for only lawful purposes. Transmitting material that is in violation of any foreign, United States federal, state, county or municipal statute or regulation is strictly prohibited. By signing this agreement, the CUSTOMER agrees to hold Tulare County MLS (MLS), TCMLS.ORG (TCMLS) & the Tulare County Association of REALTORS® (TCAOR) and its vendors harmless from any claims, actions, causes of actions, administrative or government action, losses or damage (including any and all legal fees and expenses) that arise from the use of TCMLS.ORG and its vendor's services in violation of this paragraph. All advertisements are subject to the approval of TCMLS, with all creative and resulting work performed by TCMLS on the behalf of the CUSTOMER, including the advertisement itself, becoming the non-transferable intellectual property of TCMLS.

With respect to the services provided by TCMLS, the CUSTOMER acknowledges that TCMLS makes no warranties of any kind, expressed or implied. TCMLS & TCAOR specifically disclaims any warranties of merchantability or fitness for a particular purpose. As a result, the CUSTOMER shall not hold TCMLS, or any individual or company working with TCMLS, liable for any damages or claims that may be suffered by the CUSTOMER. These damages or claims include, but are not limited to, loss or theft of data, failure of security, inability to receive and transmit data, delays or service interruption whether or not caused by the fault or negligence of TCMLS, damages or losses of any and every nature. The CUSTOMER agrees to indemnity and hold harmless TCMLS from any and all claims of all nature that may be brought by the CUSTOMER, or any individual or company associated with or for the CUSTOMER, against TCMLS. The provisions of this paragraph shall survive any termination of this agreement.

In the event that TCMLS believes that the CUSTOMER is utilizing TCMLS services in a manner not explicitly allowed under this contract, then TCMLS may, at any time at its sole discretion, immediately and without notice discontinue service to the CUSTOMER without liability other than a prorated refund of any unused prepaid service fees.

CUSTOMER agrees to pay any and all fees associated with the account activated with TCMLS prior to the commencement of service. Thereafter, the CUSTOMER shall be invoiced in advance for each period of service until such time as this contract is terminated. The CUSTOMER agrees to pay each invoice prior to the Invoice Due Date outlined on the invoice. If the CUSTOMER fails to pay an invoice by the Invoice Due Date outlined on the invoice, then TCMLS shall be entitled to unilaterally terminate this agreement and discontinue the service to the CUSTOMER. The CUSTOMER shall be held liable for any amount due, interest, legal and collection fees associated with late payment. A current schedule of fees may be obtained from TCMLS at any time by contacting TCMLS. As TCMLS is a wholly owned subsidiary of the Tulare County Association of REALTORS®, Inc. and the Tulare County MLS, failure by the CUSTOMER to promptly make the required payment(s) per this Agreement may result in penalties and/or in the loss of TCMLS, MLS and/or Association membership privileges.

TCMLS reserves the right to make changes to the above terms and conditions of this agreement upon thirty (30) day's notice to the CUSTOMER, advising of the change and the effective date thereof. Utilization of the services offered by TCMLS by the CUSTOMER will constitute acceptance of price, contract, and terms/conditions in this agreement.

The parties hereto represent and warrant that they have full power and authority to execute and deliver this Agreement and to perform their obligations hereunder, and that the person signing as the authorized agent is duly authorized to enter in this Agreement on behalf of the party and subject to all terms and conditions stated herein and on the Advertising Terms and Conditions Agreement, attached hereto and made part of this agreement. Prepayment of services is required by TCMLS, except where otherwise authorized by TCMLS. Invoicing is done on a prepaid basis. Any invoice balance that is unpaid thirty days after date of invoice shall bear interest at the rate of 18% annual rate computed on a monthly basis. Services will stop if the invoice balance is not paid by the due date and Services will not continue until TCMLS has received the balance due plus late charges assessed. Balances due beyond 60 days past due shall be subject to collections procedures under California State Law; including, but not limited to, reimbursement of attorney's fees and any fees related to returned checks. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the Effective Date.

This agreement constitutes the entire agreement between the parties and supersedes any and all prior oral or written agreements and understandings of the parties. In any event that any term or provision of this agreement is held by a court of competent jurisdiction to be unenforceable, then all remaining provisions of this agreement shall remain in full force and effect. Should any dispute arise under the terms of this contract, the parties agree to venue for resolution of said dispute shall be in the County, City or Circuit Courts in and for Tulare County, California.