This Business Listing Agreement ("Agreement") provides the terms and conditions of the agreement between NewRep, LLC, an Oregon Limited Liability Company ("NewRep") and you ("Customer"). You may signify your acceptance of and agreement with the terms and conditions of this Agreement by clicking the 'I accept' button at the end of this Agreement or by submitting the signed Agreement to NewRep. This Agreement will be effective as of the date it is accepted by NewRep (the "Effective Date"), as indicated by NewRep posting your Listing to their Site.

1. The Service.

NewRep provides marketing services to mortgage field services providers and other businesses, including posting listings of such businesses on the web site operated by or for NewRep (the "Service") currently located at (the "Site"). Throughout the term of this Agreement NewRep will list Customer's business information on the Site as provided by Customer during the registration with the Site (the "Listing").

2. Payments.

2.1 Currently, Customers may list their company information on NewRep free of charge. NewRep reserves the right to change this policy by providing 30 days notice via company email address provided by Customer to listed Customers with the option for Customers to opt out of listing.

3. Rules and Regulations

3.1 Customer must comply with all applicable laws, regulations, or conventions including those related to data privacy, international communications, copyright and exportation of technical or personal data.

3.2 NewRep reserves the right to determine in its sole discretion whether Customer is in compliance with this Section 3.

4. Disclaimers; Limitation on Liability


4.2 The Service is provided on an "as is" basis and as available, without any warranty or representation of any kind, whether express or implied. Neither NewRep nor anyone else involved in providing the Service will be liable to Customer or any third party for any claims or damages from the use of or inability to access the advertisement(s) or for mistakes, omissions, service interruptions, force majeure, deletion of files, loss of data or any other failure of performance. CUSTOMER EXPRESSLY ACKNOWLEDGES THAT NEWREP'S LIABILITY IS SPECIFICALLY LIMITED TO THE AMOUNTS PAID TO AND RECEIVED BY NEWREP FOR THE LISTING(S) PROVIDED UNDER THIS AGREEMENT. CUSTOMER WAIVES ALL RIGHTS OF RECOVERY OF ANY DAMAGES, WHETHER ACTUAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL, THAT CUSTOMER MAY INCUR OVER AND ABOVE SAID AMOUNTS, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, INCOME, OR ANY CLAIMS OF THIRD PARTIES WHATSOEVER WITH RESPECT TO THE LISTING(S). Some states do not allow the exclusion or limitation of liability of consequential or incidental damages, so the above exclusions may not apply to all users; in such states liability is limited to the fullest extent permitted by law.

5. Indemnification; Representations and Warranties.

5.1 Customer agrees to defend, indemnify, and hold NewRep harmless from and against any and all claims and liabilities arising from (a) any injury to persons or property caused by any Listing or any item sold or advertised in connection with information and data provided to NewRep by Customer; (b) any claim that any Listing or any item sold or advertised in connection with information and data provided to NewRep by Customer does not comply with all local and international safety and labeling requirements and all other relevant local and international laws, treaties, regulations, ordinances, and the like; (c) any actual or alleged defamatory, libelous or illegal material contained within information and data provided to NewRep by Customer; (d) any material infringing or allegedly infringing on the proprietary rights (including but not limited to intellectual property rights) of a third party; (e) any third party claim arising out of third party access or use of any information and data provided to NewRep by Customer and (f) any breach by Customer of this Agreement. If any action or proceeding is brought against NewRep by reason of any such claims, Customer shall defend such action or proceeding at its sole cost by counsel satisfactory to NewRep. NewRep shall be promptly notified by Customer in the event that any claim or demand is made by a third party that may give rise to this provision. Any settlement of any such action shall require the prior written consent of NewRep, which consent shall not be unreasonably withheld.

5.2 Customer shall not use the Site (including the Service and the Listing) (a) for any illegal purpose, (b) to transmit any illegal, harmful, threatening, defamatory, scandalous, obscene, sexually explicit or graphic, hateful or other objectionable or legally actionable material of any kind (including private information about a person without that person's consent), (c) to infringe, interfere with, abuse or otherwise violate the legal rights of any third party, (d) to send spam, flame or, introduce any trojan horses or viruses, or (e) for telemarketing, direct marketing, or other similar activities.

5.3 Listings are accepted upon the representation that Customer has the right to publish the contents of the Listing without infringement of any rights of any third party. Customer agrees to indemnify and hold NewRep harmless against any and all expenses and losses of any kind (including reasonable attorneys' fees and costs) incurred by NewRep in connection with any claims of any kind arising out of publication of the Listing (including, without limitation, any claim of trademark or copyright infringement, libel, defamation, breach of confidentiality, false or deceptive advertising or sales practices) and/or any material of Customer to which users can link through the advertisement. Without limiting the foregoing, Customer agrees to notify NewRep in writing immediately in the event that any warranties and representations contained in this Agreement are no longer true.

6. Responsibilities of User.

Customer is solely responsible for (a) invoicing and collecting any fees which Customer charges to users of the Internet that access the Listing; (b) paying all taxes of any nature which become due with regard to the Service, except for taxes on NewRep's income, irrespective of which party may be responsible for reporting or collecting such taxes; (c) ensuring that the Listing does not contain any data or information which violates any law or regulation; (d) any content provided by or for Customer to NewRep, including, but not limited to, the accuracy and availability of the Listing; (e) providing assistance to those who access the Listing; and (f) following the terms of use posted on the Site that are hereby incorporated by reference into this Agreement, as they may be changed from time to time by NewRep in its sole discretion.

7. Property Rights.

NewRep owns all right, title and interest in and to (a) NewRep's trade names, service marks, inventions, copyrights, trade secrets, patents, and/or know-how relating to the design, function, or operation of the Service or the Site and of the hardware and software systems and resources necessary to provide the individual elements of which they consist. Customer is expressly prohibited from reproducing, distributing, republishing or retransmitting any materials posted at the Site or stored on NewRep's servers, including all graphic designs, style templates, icons, HTML code and other graphic elements without NewRep's prior written consent. This Agreement does not constitute a license to use NewRep's trade names or marks. Any such license, if granted, must be the subject of a separate written agreement.

8. Term; Termination.

The term of this Agreement will begin when NewRep accepts Customer's Listing and will end upon the earlier of the Expiration Date or when otherwise terminated hereunder. This Agreement may be terminated by the parties as follows: (a) Customer may terminate this Agreement at any time with or without cause by providing thirty (30) days written notice of termination. (b) NewRep may terminate this Agreement immediately if, based on NewRep's sole judgment, it determines that Customer has breached this Agreement. NewRep's failure to enforce performance of any provision in this Agreement will not constitute a waiver of NewRep's right to subsequently enforce such provision or any other provision of this Agreement. In the event either party terminates this Agreement, (i) Customer shall pay NewRep all fees outstanding as of the date of such termination, (ii) no fees or pro rata portion of fees paid shall be refunded to Customer upon termination, (iii) NewRep may, in its discretion, make or maintain, copies of Customer's data files and records for archival purposes only and (iv) the following provisions shall survive in accordance with their terms: 4, 5, and 7 through 11.

9. Miscellaneous.

This Agreement (i) shall be governed by and construed in accordance with the laws of the State of Oregon, without giving effect to principles of conflicts of law, (ii) may be amended by NewRep upon ten (10) days written notice to Customer and may not otherwise be amended except by written agreement executed by both parties; (iii) constitute the complete and entire expression of the agreement between the parties, and shall supersede any and all other agreements, whether written or oral, between the parties; and (iv) may not be assigned or transferred by Customer without NewRep's prior written consent.

10. Severability.

The provisions of this Agreement shall be valid and enforceable to the fullest extent permitted by law. If any provision of this Agreement is invalid or unenforceable, the remainder of this Agreement, shall not be affected by such invalidity or unenforceability, unless such provision or the application of such provision is essential to the Agreement.

11. Communications.

All notices may be sent by e-mail, fax, express mail, mail, or registered mail to the e-mail address, fax number, or address most recently provided and will be effective upon transmission.