Terms and Conditions of Service and Use

Private Sale Partners provides this web site and the services offered on it (collectively, the "Services") under the following terms and conditions of service and use (the "Terms"). Please read them carefully. You understand and acknowledge that the Services are provided to you exclusively under these Terms. By accessing and using the Services, you agree that you have read and understand the Terms and that you agree to be bound by them, without limitation or qualification. As used on this web site, the terms “you” refers to all users of this web site, the terms "we", "us", or "our" refer to Private Sale Partners. “Sellers” refers to users who list their properties on this web site as a “Member”. “Buyers” refers to users who request a scheduled appointment with a “Seller”.

The purpose of this web site is to assist homeowners sell their home by connecting Sellers with Buyers. These Terms apply to all users of this web site. If you do not agree to these terms and conditions, do not access this website or post any listings on this web site. This web site is owned and operated by Private Sale Partners, Inc., a Delaware corporation.

1. MODIFICATIONS TO THE TERMS

Private Sale Partners may change the Terms from time to time. We will notify you of any such changes via e-mail and/or by posting the changes on the Private Sale Partners website. If you object to any such changes, your sole recourse shall be to cease using the Services. Continued use of the Services following notice of any such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes, without limitation or qualification.

2. PRIVACY

As part of the registration process, you will be asked to provide certain personal information to us. All uses of your personal information will be in accordance with the provisions of our Privacy Policy, which is available on our website.

3. YOUR ACCOUNT, PASSWORD AND SECURITY

You are responsible for maintaining the confidentiality of your username and password, and you are solely responsible for all activities that occur under your username and password. We recommend that you memorize this information, and not write it down. You agree to immediately notify us of any unauthorized use of your username and password or any other breach of security related to the Services. WE CANNOT AND WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO ADEQUATELY SAFEGUARD YOUR USERNAME AND/OR PASSWORD, OR TO OTHERWISE COMPLY WITH THIS SECTION.

4. MEMBERSHIP AND REGISTRATION

If you register as a Private Sale Partners Seller or Buyer, you accept responsibility for all activities that occur under your username and password, and agree not to sell, transfer or assign your membership or any membership rights. By registering and/or posting Materials (as defined below), you hereby understand and agree that you have established a business relationship between you and Private Sale Partners. As such, you agree that Private Sale Partners may contact you using the information you provided with information and offers of services available through Private Sale Partners and any of its affiliates and partners. You are responsible for maintaining the confidentiality of your username and password. If you believe someone has accessed this web site using your username and password without your authorization, e-mail us immediately at customerservice@privatesalepartners.com. Because email or phone is used to provide certain notifications and services to Members, Members with access to a computer must consent to receive e-mail from Private Sale Partners.

All Sellers without access to a computer will receive certain notifications and services via telephone and therefore must consent to receive calls from Private Sale Partners. You hereby consent to any such communication or phone calls even if your phone number is on any DO NOT CALL list.

Sellers will be required to set-up and maintain their personal home listing scheduler which will communicate to potential buyers the availability of your home for appointments to show your home. Sellers will be required to keep this scheduler up to date indicating the dates and times when the home is ‘available’ for home visits and when it is ‘not available’. The scheduler will also allow the Seller to indicate the dates and times of “Open Houses” which will not require the scheduling of appointments.

Buyers requesting to schedule a home visit appointment have the option of registering to receive email alerts and other communications from time to time. Buyers will be required to complete a pre-screening registration providing their name, telephone number, employer name and phone number, and email address, prior to accessing the home visit scheduler to select a date and time for a home visit. The scheduler will not permit more than one Buyer to schedule an appointment for a specific date and time. Sellers will be notified via email or telephone of a scheduled home visit, which notification will include all Buyer information from the pre-screening registration. Sellers have the right to cancel a scheduled home visit appointment, but to do so must contact the Buyer directly via email or phone call. Private Sale Partners is not responsible for cancelling scheduled appointments with Buyers.

5. USER INFORMATION

In providing us with information during the registration process, you agree to provide true, accurate, current and complete information as prompted and to maintain and update such information to keep it true, accurate, current and complete at all times. If any information you provide is untrue, inaccurate, not current or incomplete, or if we reasonably believe so, we may suspend or terminate your access to and use of the Services, and refuse to provide any current or future Services to you. You acknowledge that you are over 18 years of age. You are responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of the Services and all charges related thereto. You are solely responsible for all acts or omissions that occur under your account or password, including for all Content (as defined below) that you (or anyone using your account) submit, post or transmit through the Services.

You agree not to use the Services to do any of the following

• post images from other web sites
• insert links to other web sites
• use any software or computer code to alter the design, layout, or any other visual elements of any of our web pages
• use our web site to promote or advertise anything except the sale of your single property advertised in our listing service pages
• collect information (such as name, address, and contact information) about sellers or their properties by any manual or automatic means for any purpose other than to consider making an offer to buy the relevant property
• violate any local, state, national or international law
• stalk, harass or harm another individual
• collect or store personal data about other users
• impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity
• interfere with or disrupt the Services or servers or networks connected to the Private Sale Partners web site or the other Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Private Sale Partners website
• submit, post, store or transmit any (a) Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, racist, sexist, homophobic, or ethnically or otherwise objectionable; (b) Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships; (c) Content that infringes the intellectual property rights of a third party; or (d) material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.

6. USER-PROVIDED INFORMATION AND CONTENT

For purposes hereof, “Materials” means materials you provide to Private Sale Partners hereunder, including any real estate listing data, photographs or other related materials, and all text, audio, artwork, pictures, logos or images you provide Private Sale Partners, including without limitation, any materials relating to you. By providing information to, communicating with, and/or placing material on this web site, including for example communication during registration, communication on any Private Sale Partners bulletin board, message or chat area, posting any listing or other content (including without limitation written, graphical or video content), placing any classified advertisement, entering any sweepstakes, etc., you represent and warrant: (i) you own or otherwise have all necessary rights to the content you provide and the rights to use it as provided in these Services; (ii) all information you provide is true, accurate, current and complete, and does not violate these Terms; (iii) the content will not cause injury to any person or entity; and (iv) if you post a property listing that you are the owner of the property and have all necessary rights, title, and interests in such property to list the property for sale.

For all such information and material, you grant Private Sale Partners, its affiliates and related entities, as well as all third-party affiliates and partners of Private Sale Partners, Inc., a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, copy, modify, display, archive, store, distribute, reproduce and create derivative works from such information and material, in any form, media, software or technology of any kind now existing or developed in the future.

You also grant Private Sale Partners the right to use any material, information, ideas, concepts, know-how or techniques contained in any communication you send to us for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products using such information. All rights in this paragraph are granted without the need for additional compensation of any sort to you.

Please note Private Sale Partners does not accept unsolicited materials or ideas for use or publication, and is not responsible for the similarity of any of its content or programming in any media to materials or ideas transmitted to Private Sale Partners. Should you send any unsolicited materials or ideas, you do so with the understanding no additional consideration of any sort will be provided to you, and you are waiving any claim against Private Sale Partners and its affiliates regarding the use of such materials and ideas, even if material or an idea is used that is substantially similar to the idea you sent.

7. HOME LISTING RESPONSIBILITIES

A. VALUE PLAN – Any user who registers as a Seller for the Value Plan is responsible for paying six monthly payments of $79.00 per month (for a total plan cost of $474.00). Sellers who select the Value Plan will be automatically billed one monthly payment to their credit card each month commencing on the date the home listing is placed (the start date) for six months (the expiration date), which entitles you to a home listing for that time period. In addition, the Seller will receive one high impact 24” x 24” lawn sign with stand, a $500 value Home Selling Training Course and access to the toll free Customer Sales Center. Shipping and handling is included. Payments and fees shall be made by automatic credit card debit. Sellers may cancel their home listing at any time, but is required to make a final payment of the balance due of the total plan cost less any monthly payments received prior to cancellation. Seller may cancel home listings online or by calling the Customer Sales Center (800-230-6685). You must receive a confirmation of the cancellation from us, either via email or telephone to validate your cancellation. If you do not receive confirmation from us, call the Customer Sales Center (800-230-6685) for cancellation assistance. Upon confirmed cancellation, your credit card will be charged for the total remaining balance due, determined as total plan cost less any monthly payments received. You may also renew your registration at the end of six months for a period of three additional months paying three additional monthly payments of $79.00 per month (for a total renewal cost of $237.00). Renewal requests may be made online or by calling the Customer Sales Center (800-230-6685). Private Sale Partners may charge a removal fee not to exceed $50.00 for Seller’s failure to remove their home listing from the web site in the event the property is sold prior to the expiration date of the Value Plan.

B.PREMIUM PLAN – Any user who registers as a Seller for the Premium Plan is responsible for paying six ‘monthly payments’ of $89.00 per month (for a total plan cost of $534.00). Sellers who select the Premium Plan will be automatically billed one monthly payment to their credit card each month commencing on the date the home listing is placed (the start date) for six months (the expiration date), which entitles you to a home listing for that time period. In addition, the Seller will receive one high impact 24” x 24” lawn sign with stand, one “Open House” sign with stand and two directional signs with stands, a $500 value Home Selling Training Course, unlimited photo slide show and access to the toll free Customer Sales Center. Shipping and handling is included. In addition, the home listing will be added to our Local Search Featured rotation for 30 days and Home Page Featured rotation for 15 days. Payments and fees shall be made by automatic credit card debit. Seller may cancel their home listing at any time, but is required to make a final payment of the balance due of the total plan cost less any monthly payments received prior to cancellation. Seller may cancel home listings online or by calling the Customer Sales Center (800-230-6685). You must receive a confirmation of the cancellation from us, either via email or telephone to validate your cancellation. If you do not receive confirmation from us, call the Customer Sales Center (800-230-6685) for cancellation assistance. Upon confirmed cancellation, your credit card will be charged for the total remaining balance due, determined as total plan cost less any monthly payments received. You may also renew your registration at the end of six months for a period of three additional months paying three additional monthly payments of $89.00 per month (for a total renewal cost of $267.00). Renewal requests may be made online or by calling the Customer Sales Center (800-230-6685). Private Sale Partners may charge a ‘removal fee’ not to exceed $50.00 for Seller’s failure to remove their home listing from the web site in the event the property is sold prior to the expiration date of the Premium Plan.

C. PREMIUM PLUS MLS LISTING PLAN – Any user who registers as a Seller for the Premium Plus MLS Listing Plan is responsible for paying six monthly payments of $119.00 per month (for a total plan cost of $714.00). Sellers who select the Premium Plus MLS Listing Plan will be automatically billed one monthly payment to their credit card each month commencing on the date the home listing is placed (the start date) for six months (the expiration date), which entitles you to a home listing for that time period. In addition, the Seller will receive one high impact 24” x 24” lawn sign with stand, one “Open House” sign with stand and two directional signs with stands, a $500 value Home Selling Training Course, unlimited photo slide show and access to the toll free Customer Sales Center. Shipping and handling is included. In addition, (i) the home listing will be added to our Local Search Featured rotation for 30 days and Home Page Featured rotation for 15 days; (ii) ) the Premium Plus MLS Listing Plan allows the Seller to have his property listed on an available local multiple listing service (“MLS”) as well as a national listing service (Realtor.com®) for six months accessible by real estate brokers/agents (the “MLS Service”). The MLS Service allows only one photo image of a property to be displayed. You acknowledge that the Private Sale Partners web site listing and MLS Service home listings must be activated separately. MLS Service listing applications must be submitted promptly after receipt by a Seller. Private Sale Partners is not a licensed real estate broker/agent and does not provide real estate brokerage services in connection with your property listings. All MLS Service listings are handled by an independent, local real estate broker/agent in your area who will contact you in order to contract with you separately, and that broker/agent will activate your MLS Service listings for you. The terms of any agreement between you and any independent real estate broker/agent are not endorsed, recommended or otherwise known to or by Private Sale Partners, Inc. You are solely responsible for reviewing, understanding and complying with the terms and conditions of such agreement(s). All MLS Service listings require a buyer’s agency commission if a real estate broker assists you in finding a buyer. Neither the Service nor these Terms are a solicitation for a listing broker if your property is already listed with a broker. Georgia residents may be subject to a .12% MLS surcharge at close of escrow. All Sellers who purchase the Premium Plus MLS are responsible for correctly completing all paperwork and complying with any terms and conditions necessary and applicable to their local MLS prior to their ad becoming viewable in their local MLS or Realtor.com®. There may be a delay (up to 7 business days) in the activation of the MLS and Realtor.com® listing. Please consult the listing real estate broker/agent in your area for further details about MLS rules and regulations in your area. The Premium Plus MLS Service is not available in South Dakota, North Dakota, Wyoming and Maine and may not be available in other areas and may be subject to additional fees. The MLS Service is subject to modification without notice to you. If you object to any modification to the MLS Service, your sole and exclusive recourse shall be to cease using the MLS Service. Continued use of the MLS Service following notice of and/or posting as part of these terms of any such modifications shall indicate your acknowledgement of such modifications and agreement with the MLS Service as so modified. MLS Service is considered a separate purchase, even when purchased in a package, and is treated as a separate service for refunds. Payments and fees to Private Sale Partners, which include the cost of the MLS Service listings, shall be made by automatic credit card debit. Sellers may cancel their home listing at any time, but are required to make a final payment of the balance due of the total plan cost less any monthly payments received prior to cancellation. Seller can cancel the Private Sale Partner home listing online or by calling the Customer Sales Center (800-230-6685). You must receive a confirmation of the cancellation from Private Sale Partners, either via email or telephone to validate your cancellation. If you do not receive confirmation from us, call the Customer Sales Center (800-230-6685) for cancellation assistance. Upon confirmed cancellation, your credit card will be charged for the total remaining balance due, determined as total plan cost less any monthly payments received. You may also renew your registration at the end of six months for a period of six additional months paying six additional monthly payments of $119.00 per month (‘total renewal cost’ of $714.00). Renewal requests may be made online or by calling the Customer Sales Center (800-230-6685). Private Sale Partners may charge a ‘removal fee’ not to exceed $50.00 for Seller’s failure to remove their home listing from the web site in the event the property is sold prior to the expiration date of the Premium Plus MLS Listing Plan.

D. FEATURED HOME – The Local Search Featured Home listing and the Home Page Featured home listing rotate your property listing through the top section of the local search results page and the home page, respectively, of privatesalepartners.com at various times for 30 days and 15 days, respectively. Because your home listing rotates with other home listings, the picture and accompanying description of your home listing will not be viewable all of the time and may not be present during certain times when you check “Featured Homes”. The featured home service activates as soon as your home listing is completed, including uploading and processing of a minimum of one photograph. You are not entitled to a refund because your home listing was not displayed as a “Local Search Featured Home” or a “Home Page Featured Home” at a certain time or all of the time.

E. REAL ESTATE SERVICES – Private Sale Partners does not provide real estate services to you. Private Sale Partners may refer independent real estate professionals, brokers, or agents to you; however, Private Sale Partners does not itself engage in real estate broker services on your behalf. All real estate brokerage services are performed by independent, local brokers/agents that have been referred to you by Private Sale Partners. The terms of any agreement between a real estate broker/agent and you are not endorsed, recommended, or otherwise known to or by Private Sale Partners. You are solely responsible for reviewing, understanding and complying with the terms and conditions of such agreement(s). You acknowledge that, as part of Private Sale Partners 100% Money Back Guarantee Program described in Section I below, Private Sale Partners may receive payment including, but not limited, to a referral fee that may be a percentage of the commission received by a real estate agent/broker involved in any real estate transaction. Any such payment to Private Sale Partners is made in accordance with the terms and conditions of an agreement between Private Sale Partners, Inc. and the real estate broker/agent involved. Your registration with Private Sale Partners, use of the Services, and agreement to the Terms constitutes your acknowledgment of, and agreement to, any such compensation arrangement.

F. EXPIRATION AND RENEWALS OF HOME LISTINGS – All listing plans require a 6-month payment schedule and have an expiration date at the end of six months. Your credit card with be billed the first monthly payment to coincide with the posting of your home listing date (the “Start Date”) and billed monthly thereafter for additional five payments. Your home listing will be posted for a total of six months following the Start Date. Sellers will be notified via an email message or telephone call approximately 15 days prior to the expiration date with a reminder that your home listing is about to expire. This is the only means by which we will contact you regarding the expiration of your property listing. If you do not receive an email or telephone call from Private Sale Partners, then it is your responsibility to contact us to renew your home listing. Unless requested by Sellers to renew the home listing, the home listing will expire and be removed by Private Sale Partners promptly upon expiration of the applicable term. Sellers may renew their home listing online by visiting our website (which will require a separate renewal of the MLS Services listing agreement).

G. REMOVAL AND CANCELLATION OF HOME LISTING – If your property is sold, you should remove your home listing from our web site. Your credit card with be billed for a final payment of the balance due of the total plan cost less any monthly payments received prior to removing your home listing. You may cancel your home listing at any time following the Start Date, but your credit card will be billed for a final payment of the balance due of the total plan cost less any monthly payments received prior to cancellation, unless you have registered and accepted and complied with all terms and conditions of, the terms of the 100% Money Back Guarantee plan. Removing your home listing or canceling your home listing from our web site can be executed by clicking Removal or cancellation of your home listing on our web site has no effect on an MLS listing of your property. It is the Seller’s sole responsibility to ensure that any other advertisements or paid listings for their property have been cancelled to avoid further rebilling or other charges.

H. PRICES AND AVAILABILITY MAY VARY – The prices quoted in these Terms are the same regardless of whether ordered online or with the Customer Sales Center. In addition, plan prices may vary depending on specials, discounts or rebates that may be in effect from time to time.

I. 100% MONEY BACK GUARANTEE PROGRAM – Sellers registering for any of the Private Sale Partners home listing plans (“Listing Plan”) will be automatically enrolled in the 100% Money Back Guarantee (“Money Back Guarantee”). The terms of the Money Back Guarantee grant Sellers the right to cancel their Listing Plan at any time and qualify to receive a refund of all monthly payments received by Private Sale Partners prior to the cancellation of the Listing Plan upon signing a listing agreement with a locally referred and pre-screened real estate agent introduced to you by the Private Sale Realtor Transfer Program. The refund will exclude fees collected for the separate MLS Service listings and will vary by market. You will be referred to Agents from a best in class Real Estate Network consisting of select CENTURY 21®, Coldwell Banker®, ERA®, and Sotheby’s International Realty® agents. A refund check will be mailed within 7-10 [business] days following the signing of a listing agreement with a real estate agent from the Private Sale Realtor Transfer Program. Seller may cancel their home listing at any time and may ‘opt out’ of the Money Back Guarantee, but in doing so will be required to make a final payment of the balance due of the total listing plan cost less any monthly payments received prior to cancellation.

Sellers will be referred to a Private Sale Realtor Transfer Program Specialist to assess the Seller’s needs and review the home profile, from which, two different real estate firms from the Real Estate Network will be recommended, each of which will appoint a trained and qualified real estate agent. Each appointed real estate agent will present a Broker’s Market Analysis, including a recommended marketing strategy. Based on the presentations, the Seller must choose one agent to list their home and sign a listing contract (three to six months - varies by market).

J. INTRODUCTORY OFFER – The home listing plans may be purchased at a reduced price until July 31, 2008. The Value Plan, regularly priced at $79.00 per month for six months (total cost of $474.00) may be purchased for $38.00 per month for six months (total cost of $228.00); the Premium Plan regularly priced at $89.00 per month for six months (total cost of $534.00) may be purchased for $58.00 per month for six months (total cost of $348.00) and the Premium plus MLS Listing Plan regularly priced at $119.00 per month for six months (total cost of $714.00) may be purchase for $98 per month for six months (total cost of $588.00). All home listing plan services apply. Sellers will be automatically billed one monthly payment to their credit card every month commencing on the start of the second month after the home listing is placed (the ‘start date’) for a total of six monthly payments. The Introductory offer entitles the Seller to a home listing for a total of seven months. Renewals at the regular price for the Value and Premium Plans will be for a period of three months and for a period of six months for the Premium Plus MLS Listing plan (which will require a separate renewal of the MLS Services listing agreement).

8. TECHNICAL PROBLEMS OR COMPUTER/BROWSER REQUIREMENTS

No refunds will be provided as the result of temporary technical problems with our web site (including without limitation not being able to log in to your account or not being able to upload photos) which cause your home listing to be removed, change your home listing or cause your home listing not to be displayed. You are not entitled to any refund based on a temporary service failure or based on a failure to view your home listing that is due to your computer’s or your browser’s failure to meet minimum browser and operating system requirements of Private Sale Partners web site. You are also not entitled to any refund based on any problem due in whole or part to your computer or peripheral device.

9. REGULAR PRICING, SPECIAL PRICING, FREE TRIAL OFFERS

Private Sale Partners has several home listing plans, each of which are available at Regular pricing, available in all 50 states. All payments associated with the home listing plans are payable over a six month period or as a one-time fee at time of registration. Regular pricing rates are available at our website and may change without notice. Sellers currently registered with a home listing plan will not be subject to any rate changes until such time as their current plan expires and/or is renewed. From time to time, Private Sale Partners may offer special pricing discounts from Regular prices. These discounts may vary by location and may be discontinued at any time. Additionally, Sellers may be offered a “Free” trial of the Services. Sellers are bound to all Terms and Conditions of Service and Use during this free trial period. There are no refunds associated with any products or services received during a free trial.

10. PRODUCT PURCHASES FROM PRIVATE SALE PARTNERS STORE

All items purchased from the on-line store at privatesalepartners.com are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon our delivery to the carrier. Private Sale Partners, in its sole discretion, may reship an item to you even if you bear the risk of loss for such item. However, under no circumstances will a refund be issued for an item not delivered to you. Private Sale Partners will attempt to be as accurate as possible. However, we do not warrant that product descriptions in the on-line store at Private Sale Partners are accurate, complete, reliable, current, or error-free. If a product offered by Private Sale Partners itself is not as described, your sole and exclusive remedy is to return the product in unused condition. No product that has been used may be returned by a Seller. No cancellations will be accepted after 24 hours. Any return must be pre-approved in advance by calling the Customer Sales Center. If Private Sale Partners approves the return, then a Seller who returns such product must pay return shipping and a 15% restocking fee will be charged to your credit card. If any product you purchase from the Private Sale Partners store is delayed or does not arrive from Private Sale Partners, your sole and exclusive remedy is that Private Sale Partners will replace the product free of any shipping and handling charges.

11. THIRD PARTY CONTENT AND MONITORING

We are a distributor (and not a publisher) of Content supplied by third parties and users of the Services. Accordingly, we have no editorial control over such Content. Any opinions, advice, statements, services, offers, or other information or Content expressed or made available by third parties, including information provided by other users of the Services, are those of the respective author(s) or distributor(s) of that information and not of Private Sale Partners. We neither endorse nor are responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Private Sale Partners web site or by anyone utilizing the Services by anyone other than authorized Private Sale Partners spokespersons while acting in their official capacities. We have the right, but not the obligation, to monitor and review the Content on the Private Sale Partners web site and provided through use of the Services and your account to determine compliance with these Terms and any other operating rules established by us, to satisfy any law, regulation or authorized government request, or for other purposes. You understand and acknowledge that we do not pre-screen or monitor Content for accuracy or reliability, but that we and our designees shall have the right (but not the obligation) in our sole discretion to remove any Content from the Services, without liability to you for any reason. Without limiting the foregoing, we and our designees shall have the right to remove any Content that violates the Terms that we believe may create liability for us, or that we deem otherwise objectionable.

12. TRANSACTIONS

On occasion, a product or service may not be available at the time or the price as it appears in an advertisement. In such event, or in the event a product is listed at an incorrect price or with incorrect information due to typographical error, technology error, error in the date or length of publication, or error in pricing or product information received from our advertisers or suppliers, you agree Private Sale Partners is not responsible for such errors or discrepancies.

13. PAYMENT RESPONSIBILITY

You agree to pay all fees when due. The fees payable by you will be based on Private Sale Partners fee schedule in effect at the time you register or, if different, at the time you renew a listing. Private Sale Partners reserves the right to delete any Materials you have submitted if you fail to make any payment to Private Sale Partners when due. You hereby authorize us to process all of these charges to your payment method of record and process any adjustments that may be required unless we have been specifically directed otherwise. You also agree to maintain current information on your payment methods in our records and update any expired or closed credit card numbers prior to the effective date of such expiration or closing. Upon registering as a Seller with Private Sale Partners, you will provide Private Sale Partners a valid credit card number. You authorize Private Sale Partners to make any charge against such credit card for services provided hereunder in accordance with the terms herein.

14. CONSENT TO COMMUNICATIONS FROM PRIVATE SALE PARTNERS

From time to time, Private Sale Partners will communicate with you via email or telephone about announcements, home visit appointments, home listing expiration warnings, new features, products and other services offered by Private Sale Partners, affiliates, partners, advertisers, and related companies. By purchasing, using or enjoying the services on Private Sale Partners, you expressly consent and opt-in to receiving communication via email or telephone from Private Sale Partners, affiliates, partners, advertisers, and related companies. If you prefer not to receive email communications from advertisers or other non-affiliates, you will be given the opportunity to decline to receive email from them, though we may from time to time send you information on their behalf.

15. DEALINGS WITH PARTNERS AND ADVERTISERS

Your correspondence or business dealings with, participation in promotions of, or purchase of goods and/or services from our partners, advertisers or sponsors found on or through the Services, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such partner(s), advertiser(s) or sponsor(s). YOU AGREE THAT PRIVATE SALE PARTNERS SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS, OR AS THE RESULT OF THE PRESENCE OF SUCH PARTNERS, ADVERTISERS OR SPONSORS ON OR THROUGH THE SERVICES.

16. EXTERNAL LINKS

Our provision of a link to any other web site or location is for your convenience and does not signify our endorsement of such other web site or location or its contents. Any concerns you may have regarding any external link should be directed to that link's web site administrator or webmaster. PRIVATE SALE PARTNERS SHALL NOT BE LIABLE FOR ANY INFORMATION, SOFTWARE, OR LINKS FOUND AT ANY OTHER WEB SITE, INTERNET LOCATION, OR SOURCE OF INFORMATION, OR FOR YOUR USE OF SUCH INFORMATION.

17. NO SPAM

We do not condone or allow spam. We prohibit you from using the Services to promote your own Web site or any business, product or service through the sending of unsolicited email. We reserve the right to investigate and terminate your rights under this Agreement.

18. USE AND STORAGE

You acknowledge and agree that we may establish general practices and limits concerning use of the Services, including, without limitation, the maximum number of days that information, data, account history or other uploaded Content will be retained by the Services and the maximum number of times (and the maximum duration for which) you may access the Services in a given period of time.

19. NO RESALE OF SERVICE

You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Services, use of the Services or access to the Services. The Services are provided for your personal, noncommercial use only.

20. TERMINATION

You agree that we, in our sole discretion, may terminate your password, account (or any part thereof) or access to and use of the Services, and remove and discard any information posted by you on or through the Services, for any reason or no reason, with or without notice and effective immediately, including, without limitation, if we believe that you have violated or acted inconsistently with the letter or spirit of the Terms. You acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Services. You agree that we may terminate your account if it remains inactive for an extended period of time. FURTHER, YOU AGREE THAT WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SERVICES. You may discontinue your participation in and access to the Services at any time.

21. MINIMUM REQUIREMENTS FOR USERS OF OUR WEB SITE

Browser:

• Microsoft Internet Explorer 6 or higher
• Mozilla Firefox 1.5 or higher
• AOL 8 or higher
• Safari 1.0 or higher

Operating System:

• Windows 2000 or higher
• Mac OS 10.3 or higher

22. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES. WE MAKE NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; (B) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (C) THE ACCURACY, RELIABILITY OR QUALITY OF ANY INFORMATION, PRODUCTS, SERVICES OR OTHER MATERIAL OBTAINED THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS; (D) DEFECTS IN THE SERVICES WILL BE CORRECTED; OR (E) THE PRIVATE SALE PARTNERS WEB SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM(S) OR FOR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR INFORMATION.

WE DO NOT CONTROL IN ANY RESPECT ANY INFORMATION, PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES, AND WE MAKE NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICES OR ANY TRANSACTIONS ENTERED INTO THROUGH OR AS THE RESULT OF THE SERVICES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PRIVATE SALE PARTNERS OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

23. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL OWNERS OR ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR IN ANY WAY RELATED TO:

• the use or the inability to use the Services
• the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or transactions entered into through or from the Services
• the unauthorized access to or alteration of your transmissions or data
• statements or conduct of any third party on or through the Services, including threatening, defamatory, obscene, offensive or illegal conduct or any infringement of another's rights, including intellectual property rights
• your failure to adequately safeguard your password or access to the Services
• any Content you access through the services, including, but not limited to, for any errors or omissions in any Content, or your use of or reliance on any Content posted, emailed or otherwise transmitted through the Services
• the termination of your access to or use of the Services as provided herein
• the deletion or failure to store any information or data, communications or Content maintained or transmitted by or through the Services
• any modification, suspension or discontinuance of the Services (or any part thereof) or these terms
• the use of or reliance on any Content, goods or services available on any other Web sites that you access through the Services
• any other matter relating to the Services or these Terms

24. EXCLUSIONS AND LIMITATIONS

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of our liability shall be the minimum permitted under such applicable law.

25. INDEMNIFICATION

You agree to indemnify, defend and hold harmless Private Sale Partners, its affiliates, officers, directors, co-branders or other partners, employees, consultants and agents from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees) that such parties may incur as a result of or arising from (1) any information or Content (as defined below) that you (or anyone using your account) submits, posts or transmits through the Services, (2) your (or anyone using your account's) use of the Services, (3) your (or anyone using your account's) violation of these Terms, (4) your (or anyone using your account's) violation of any rights of any other person or entity or (5) any viruses, trojan horses, worms, time bombs, cancel bots or other similar harmful or deleterious programming routines input by you into the Private Sale Partners web site or other Services.

26. TRADEMARKS

Certain of the names, logos, and other materials displayed on the Private Sale Partners web site constitute trademarks, trade names, service marks or logos ("Marks") of Private Sale Partners or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities.

27. COPYRIGHTS; RESTRICTIONS ON USE

The content of the Services, including without limitation, text, software, music, sound, photos, graphics, video, page layout and design and other material contained in the Services or information presented through the Services by Private Sale Partners or its licensors (the "Content"), is copyrighted by Private Sale Partners and/or its licensors under United States and international copyright laws, is subject to other intellectual property and proprietary rights and laws, including trademark and patent laws, and is owned by Private Sale Partners or its licensors. The Content may not be copied, modified, reproduced, republished, uploaded, posted, transmitted, sold, offered for sale, or redistributed in any way without the prior written permission of Private Sale Partners and our applicable licensors. You must abide by all copyright notices, information, or restrictions contained in or attached to any Content. You may use the Content online only, and solely for your personal, non-commercial use, and you may download or print a single copy of any portion of the Content solely for your personal, non-commercial use, provided you do not remove any trademark, copyright or other notice from such Content. If you operate a web site and wish to link to this web site, you may do so provided you agree to cease such link upon request from Private Sale Partners. No other use is permitted without prior written permission of Private Sale Partners. The permitted use described in this Paragraph is contingent on your compliance at all times with these Terms of Service.

You may not, for example, republish any portion of the Content on any Internet, Intranet or extranet site or incorporate the Content in any database, compilation, archive or cache. You may not distribute any Content to others, whether or not for payment or other consideration, and you may not modify, copy, frame, cache, reproduce, sell, publish, transmit, display or otherwise use any portion of the Content. You may not scrape or otherwise copy our Content without express, written permission. You agree not to decompile, reverse engineer or disassemble any software or other products or processes accessible through Private Sale Partners, not to insert any code or product or manipulate the Content of Private Sale Partners in any way that affects the user's experience, and not to use any data mining, robots, data gathering or extraction method in connection with the web Site. You may not use any meta tags or any other "hidden text" utilizing our name or trademarks without our express written consent.

28. LICENSE

You hereby grant to Private Sale Partners and its successors and assigns, a worldwide, perpetual, irrevocable, royalty-free, sublicenseable right, in any media now known or currently known, to exercise all copyright and other intellectual property rights with respect the Content you provide to us to be published on the Private Sale Partners Web site or on or through the Services or otherwise through the Services, to use, distribute, display, reproduce, modify and create derivative works from such material, in any and all media, in any manner, in whole or in part, without any duty to account to you. The foregoing does not apply to Content contained on hyper linked pages or any other Content you do not submit to us.

29. MISCELLANEOUS

The Terms constitute the entire and exclusive and final statement of the agreement between you and Private Sale Partners with respect to the subject matter hereof, and govern your use of the Services, superseding any prior agreements or negotiations between you and Private Sale Partners with respect to the subject matter hereof. The Terms and the relationship between you and Private Sale Partners shall be governed by the laws of the State of Delaware as applied to agreements made, entered into and performed, notwithstanding your actual place of residence. All lawsuits arising out of the Terms or out of your use of the Services shall be brought in the Federal or state courts having jurisdiction over Delaware and you and Private Sale Partners hereby irrevocably submit to the exclusive personal jurisdiction of such courts for such purpose. Our failure to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and that the other provisions of the Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Terms are for convenience only and have no legal or contractual effect.

30. MODIFICATION OF SERVICES

We reserve the right to modify or temporarily discontinue the Services (or any part thereof) or to permanently discontinue operation of the web site with or without notice to you. Modification of the Services can include, but is not limited to, any change to the web site or content contained therein, changes to the administrative tools or functionality of the web site, modification of the “look and feel” of the web site, changes to the format of a property listing or any other part of the web site, and the inclusion of advertising links in association with a property listing or other content available on the web site. Temporary discontinuance of the Services could be for a variety of reasons, including, without limitation, technical issues that require or result in short-term Service outages. We shall not be liable to you or any third party if we exercise our right to modify or temporarily discontinue the Services or permanently discontinue operation of the Web site. IF YOU OBJECT TO ANY MODIFICATIONS TO THE SERVICES, YOUR SOLE AND EXCLUSIVE RECOURSE SHALL BE TO CEASE USING THE SERVICES. CONTINUED USE OF THE SERVICES FOLLOWING NOTICE OF AND/OR POSTING AS PART OF THESE TERMS OF ANY SUCH MODIFICATIONS SHALL INDICATE YOUR ACKNOWLEDGEMENT OF SUCH MODIFICATIONS AND SATISFACTION WITH THE SERVICES AS SO MODIFIED.

31. SURVIVAL

The provisions set forth herein shall survive the expiration or earlier termination of the Terms for any reason. Private Sale Partners’ (and its licensors') proprietary rights (including any and all intellectual property rights) in and to the Content and the Services shall survive the expiration or earlier termination of the Terms for any reason.

32. EQUAL HOUSING OPPORTUNITY

All real estate property advertised on our website is subject to the Federal Fair Housing Act, which makes it illegal to advertise any preference, limitations or discrimination based on race, color, religion, sex, handicap, familial status, or national origin, or an intention to make any such preference, limitation or discrimination. We will not knowingly accept any advertising for real estate which is in violation of the law.

33. VIOLATIONS

Please report any violations of the Terms at customerservice@privatesalepartners.com.

34. CONTACT US

Email:

customerservice@privatesalepartners.com

Corporate Office:

Private Sale Partners
1465 Post Road East
Westport, CT 06880
203-298-0626