Terms of Use

MHLSOnline.com Manufactured Homes Listing Service ONLINE ADVERTISING AGREEMENT This Online Advertising Agreement (“Agreement”) is entered into on the Effective Date by and between MHLSOnline and Advertiser. BACKGROUND A. MHLSOnline operates a site on the World Wide Web known as “MHLSOnline” (the “Site”) located at www.mhlsonline.com. The Site contains graphic and text-based descriptions of manufactured homes available for sale in various geographic markets and third party service providers in the manufactured home industry. B. Advertiser is either an owner of a manufactured home or a person legally authorized to advertise the sale of manufactured homes in the jurisdiction(s) served by the Site. C. Advertiser and MHLSOnline desire to display the Advertisement on the Site in accordance with the terms and conditions of this Agreement. WHEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows. AGREEMENT 1. TERM This Agreement shall be effective during the Term, and shall expire automatically at midnight on the last day of the Term. 2. ADVERTISEMENT a. Advertiser shall submit its Advertisement (“Advertising Submission”) to MHLSOnline by the Advertising Submission Deadline. b. The Advertising Submission, if the Advertisement is for a manufactured home available for sale, shall be submitted on the industry standard listing agreement or such other form as MHLSOnline shall prescribe, and may include one (1) color photo per ad. c. The Advertising Submission may be made via e-mail, fax or standard postal delivery, and shall comply with MHLSOnline’s advertising specifications (“Advertising Specifications”) which require, among other things, that any accompanying photographs must be standard 35mm prints, Polaroid or digital .jpg file format. d. MHLSOnline may, in its sole judgment, reject any Advertising Submission that does not meet the Advertising Specifications, and reject or terminate the display of an Advertisement if it fails to conform to applicable laws and regulations, MHLSOnline’s policies, or the public interest, or for any other reason or for no reason. If MHLSOnline rejects the Advertisement or terminates its display, then this Agreement shall be deemed terminated, subject to the procedures and remedies set forth in paragraph 4. 3. DESCRIPTION OF SERVICES a. Except as otherwise provided in paragraph 2.c., MHLSOnline shall display the Advertisement on the Site during the Term in accordance with the terms and conditions of this Agreement. b. The Advertisement shall be displayed, without animation, on the specific page(s) and as otherwise described in paragraph 13. c. MHLSOnline shall use reasonable commercial efforts to maintain the Site and display the Advertisement twenty-four hours per day each day during the Term. d. During the Term, MHLSOnline shall permit and enable Advertiser, via application software accessible through the Site, to revise the Advertisement as Advertiser deems appropriate from time to time. All revisions are subject to MHLSOnline’s approval, and shall comply with the Advertising Specifications and policies. MHLSOnline shall provide technical support for making revisions, via telephone or e-mail, within 24 hours of receiving a request for such support. 4. FEES AND PAYMENT a. Upon execution of this Agreement, Advertiser shall pay to MHLSOnline the Advertising Fee. If Advertiser fails to pay the Advertising Fee, MHLSOnline, in its discretion, may terminate this Agreement. b. The Advertising Fee may be paid by check or credit card. c. If the Advertising Fee is paid by credit card and the issuer of the credit card fails to remit payment to MHLSOnline within three business days from the date the charge is submitted for payment, then MHLSOnline, at its option, may either (i) demand another form of payment, or (ii) terminate this Agreement. In addition, if the Advertising Fee is paid by credit card and the issuer of the credit card seeks to recover any amounts it has paid to MHLSOnline, Advertiser either shall pay the amount directly to the issuer or immediately reimburse MHLSOnline the amount of the recovery. Advertiser also shall reimburse MHLSOnline for any costs and expenses it incurred in connection with the recovery. d. If the Advertising Fee is paid by check that is subsequently returned due to (i) insufficient or non sufficient funds, or (ii) “stop payment” or “account closed” status, Advertiser will be charged a $25.00 fee to offset the fee charged by the bank and to cover the cost of processing by MHLSOnline. e. Any amounts not paid when due shall bear interest at the rate of 18% per year or the highest interest rate permitted by law, whichever is less. f. In the event of nonpayment or late payment, Advertiser also shall be liable to MHLSOnline for all attorneys’ fees and other collection charges regardless of payment method used. 5. TERMINATION AND REMEDIES a. MHLSOnline may terminate this Agreement at any time: (i) without notice, if termination was the result of nonpayment of amounts due from Advertiser, or (ii) upon delivery of written notice, if termination results from any other reason or for no reason. b. Upon termination of this Agreement by MHLSOnline, Advertiser shall be entitled, as its sole remedy, to a refund of any prepaid advertising fees, less any amounts due MHLSOnline from Advertiser. 6. LIMITATION OF LIABILITY a. In the event of any material breach of this Agreement by MHLSOnline, Advertiser shall deliver to MHLSOnline written notice describing the nature of the default and providing a 30-day period within which MHLSOnline may cure the default. Upon delivery of the notice, MHLSOnline shall commence to cure the default or, at its election, offer Advertiser the right to exercise one or more of the following options, (i) terminate this Agreement and receive a pro-rated refund of the Advertising Fee representing undelivered services, (ii) have the Advertisement displayed at a later time, or (iii) extend the term of this Agreement until said services are delivered. The parties acknowledge and agree that the offer and exercise of such options shall be Advertiser’s sole remedy in the event of a default by MHLSOnline. b. MHLSOnline assumes no responsibility for inaccurate data and Advertiser shall agree to review all information for accuracy and to notify MHLSOnline of any inaccuracies within 48 hours of publication. c. UNDER NO CIRCUMSTANCES WILL MHLSONLINE BE LIABLE FOR ANY SPECIAL, INDIRECT INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, FOR LOST INCOME OR PROFITS, IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT. d. ADVERTISER ACKNOWLEDGES AND AGREES THAT MHLSONLINE HAS NO CONTROL OVER THE OPERATION OF THE INTERNET OR ADVERTISER’S ABILITY TO GAIN ACCESS TO THE INTERNET. ACCORDINGLY, ADVERTISER HEREBY WAIVES ANY AND ALL CLAIMS AGAINST MHLSONLINE THAT ADVERTISER HAS OR MAY ACQUIRE WITH RESPECT TO THE AVAILABILITY OF THE SITE OR ADVERTISER’S ABILITY TO GAIN ACCESS TO THE SITE OR TO THE INTERNET. 7. TAXES In addition to all other payments hereunder, Advertiser shall pay all state and local sales taxes or other taxes of any kind assessed on the services provided hereunder, except income taxes and corporation license fees. 8. CHOICE OF LAW AND FORUM SELECTION The interpretation and enforcement of this Agreement shall be governed by the laws of the State of Arizona without regard to its conflict of law provisions. Advertiser and MHLSOnline submit to the personal and exclusive jurisdiction of the state courts located within the county of Maricopa, Arizona. 9. INTELLECTUAL PROPERTY RIGHTS a Advertiser represents to MHLSOnline that it owns or has the right to use and display all design and content of the Advertisement. b. Except as stated in paragraph 9.c. below, nothing in this Agreements grants to one party any right, title or license to the other party’s intellectual property rights. c. Advertiser grants to MHLSOnline a nonexclusive license to set up and display the Advertisement (including any trademarks and service marks shown). Upon termination of this Agreement, MHLSOnline will remove the Advertisement, destroy all copies of it, and cease further display of the Advertisement. d. Nothing in this Agreement grants Advertiser any right to use the name, trademark, or service mark of MHLSOnline in any advertisement, sales promotion or press release without MHLSOnline’s prior written approval. 10. WARRANTIES AND REPRESENTATIONS a. Advertiser warrants and represents to MHLSOnline (i) that it has the legal right and authority to enter into this Agreement; and (ii) that is has the legal right and authority to display the Advertisement on the Site. b. MHLSOnline warrants to Advertiser that it will make a reasonable effort to perform its services under this Agreement in a competent manner. MHLSOnline does not warrant that it will be able to correct all reported defects or that use of the Site or display of the Advertisement will be error-free. MHLSOnline makes no warranty regarding features or services provided by third parties. c. MHLSOnline DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE. 11. INTEGRATED AGREEMENT This Agreement constitutes the complete and fully integrated agreement between the parties concerning the subject matter hereof, and is intended to supersede all prior oral and written agreements between the parties. MHLSOnline shall not be bound by conditions printed or appearing or, order forms or copy instructions submitted by or on behalf of the Advertiser. This Agreement may be modified only by written agreement signed by both parties. 12. NOTICES All notices required or permitted under this Agreement shall be delivered via certified mail/return receipt requested, by overnight delivery with evidence of acceptance, or by facsimile with confirmation of receipt by the recipient, to the addresses set forth in paragraph 13. Notices shall be deemed delivered at the time of acceptance or confirmation of delivery.