HOUSEVALUES UNIVERSITY and MARKET LEADER
USER AGREEMENT

May 2005

Welcome to HouseValues University and Market Leader, and all of the associated services of each site, (together the "Site"). These terms of use ("Site Terms") apply exclusively to your access to, and use of, our Site and the materials provided on the Site so please read them carefully. Only authorized users (as determined by HouseValues) and their authorized agents may access the Site. These Site Terms do not alter in any way the terms or conditions of any separate written agreement you may have with us or others. In the event that these Site Terms conflict with any separate written agreement you may have with us then the terms of such separate written agreement will control.

We reserve the right to change or modify any of the terms and conditions contained in the Site Terms or any policy or guideline of the Site, at any time and in our sole discretion. If we decide to change our Site Terms, we will post a new version on our site and update the date. Therefore, we encourage you to check the date of our Site Terms whenever you visit this site to check if it has been updated. Any changes or modification will be effective upon posting of the revisions. Your use of this Site following the posting of its changes or modifications will constitute your acceptance of the revised Site Terms.

Your Responsibility

Each person that is provided with a password and user ID to use the Site must agree to abide by these Site Terms and is responsible for all activity under such user ID. You are responsible for maintaining the confidentiality of any password connected with your account.

Sub-Accounts

HouseValues may allow you to have additional persons use your account and/or have additional accounts associated to your account ("Sub-Accounts"). You agree to only allow adults that are authorized by you to act on your behalf to use your account or any Sub-Accounts. If you are the holder of a Sub-Account you acknowledge and agree that the holder of the main account (generally the party responsible for payment for the account) may be given full access to your Sub-Account and all information included in or related to your Sub-Account (including the password for the Sub-Account).

Data

You may enter your own data into the contact management database included in the Site, such as homeowner contact information from your personal contact database. All information entered by you is your sole property and not the property of HouseValues or any acquirer of HouseValues. We may use data from the contact management database (including data you have entered into the database) for our own internal statistical, design or operational purposes, such as to perform customer surveys, estimate audience size, measure aggregate traffic patterns, and understand demographic, customer interest, purchasing and other trends among our users. We may outsource this analysis to third parties, provided the use and disclosure of the data by these third parties is restricted to performance of these tasks. Other than as described above, we may access the data you have entered into the contact management database solely for the purpose of providing support for your account, as required by law, or when permitted to protect our rights or property.

Copyright and License

All contents of the Sites including, without limitation, logos, design, text, graphics, pictures, sound files, software, tools and other files, and the selection and arrangement of such (collectively "Materials") are owned by HouseValues, Inc. and/or its suppliers. Except as stated herein, none of the Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted, imitated, disclosed, modified, sold, licensed, or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of HouseValues or the respective copyright owner.

You are granted a limited, non-sublicensable right to access this Site and print the Materials solely for your personal and informational use. Such grant does NOT include the right to and you may not:

(a) copy, publish, display, publicly perform, or distribute any Materials, unless such Materials have been provided by us specifically for such use;

(b) resell or license the Site or its Materials;

(c) systematically collect and use of any data or content including the use of any data mining, robots, or similar data gathering and extraction methods;

(d) make derivative uses of the Site or the Materials; or

(e) frame or utilize framing techniques to enclose the Site or any portion of the Site.

Except for the limited license granted to you, you are not conveyed any other right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or proprietary right of HouseValues or any third party. Any unauthorized use of this Site will terminate the permission or license granted by these Site Terms and may violate applicable law including copyright laws, trademark laws (including trade dress), and communications regulations and statutes.

Trademarks and Service Marks

HouseValues, the HouseValues logo, JustListed, the Justlisted logo, Market Leader and/or other names of HouseValues' products and services (the "Marks") are either trademarks or registered trademarks of HouseValues, Inc. in the United States and/or other countries. Except as otherwise described, the Marks may not be copied, imitated or used, in whole or in part, including without limitation, use of any Mark within any domain name, without our prior written permission. You may not use any meta tags or any other "hidden text" utilizing a HouseValues' name, trademark, or product name without our permission. In addition, all page headers, custom graphics, button icons, and scripts appearing on the Site are service marks, trademarks, and/or trade dress of HouseValues, and may not be copied, imitated, or used, in whole or in part, without our prior written permission.

We may provide you with access to certain logos, banners, templates, etc. which include Marks (the "Marketing Materials"). The Marks and the Marketing Materials are the sole property of HouseValues. You may use the Marks and the Marketing Materials only if you are a current subscriber to a HouseValues service and in accordance with the following:

(a) your use of the Marks is subject to any and all guidelines posted on the Site or otherwise provided to you;

(b) you may not use the Marks in any manner that would imply that you are an employee or authorized agent of HouseValues;

(c) you may not alter the Marks (as included in the Marketing Materials) in any manner, including size, proportions, colors, elements, etc., or animate, morph or otherwise distort its perspective or two-dimensional appearance;

(d) your name or logo must always appear at least as prominent as the Marks;

(e) the Marks may not be used in any manner that expresses or might imply HouseValues' affiliation, sponsorship, endorsement, certification, or approval, other than indicating that you are a subscriber to a HouseValues service;

(f) you shall not use the Marks in association with any third party trademarks in any manner that might suggest co-branding or otherwise create potential confusion as to source or sponsorship of your materials or the ownership of the Marks;

(g) the Marks may not be included in any trade or business name, domain name, product or service name, logo, trade dress, design, slogan, or other trademarks;

(h) the Marks may not be combined with any other symbols, including words, logos, icons, graphics, photos, slogans, numbers, or other design elements;

(i) the Marks may not be imitated in any manner in your products, product packaging, websites, or other materials; and

(j) you may not use the Marks on any materials that disparages HouseValues or its products or services, infringes any HouseValues' intellectual property or other rights, or violates any state, federal or international law.

Responsibility for Your Conduct

You shall remain solely liable for your conduct (and the conduct of your authorized agents) or any information that you (or your authorized agents) upload or transmit to this Site. You agree to indemnify and hold harmless HouseValues from any claim, action, demand, loss, or damages (including attorneys' fees) made or incurred by any third party arising out of or relating to your conduct, your violation of these Site Terms, or your violation of any rights of a third party. You shall not provide false or misleading information to this Site or submit information under false pretenses. Without limiting anything else in these Site Terms, HouseValues may immediately terminate your access to and use of the Site, without penalty and without notice to you, if you provide false or misleading information or submit information under false pretenses to this Site.

Linking

We make no claim or representation regarding, and accept no responsibility for, the quality, content, nature or reliability of sites accessible by hyperlink from this Site. The linked sites are not under the control of HouseValues and we cannot and are not responsible for the content of any linked site or any link contained in a linked site, or any review, changes or updates to such sites. We are providing these links to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement, or adoption by us of the site or any information contained therein. When leaving the Site, you should be aware that our terms and policies no longer govern, and, therefore, you should review the applicable terms and policies, including privacy and data gathering practices, of that site.

Submissions

You agree that any materials, including but not limited to questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information, provided by you in the form of e-mail or submissions to HouseValues, or postings on this Site, are non-confidential (subject to our Privacy Policy). We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use of these materials for any purpose, commercial or otherwise, without acknowledgment or compensation to you. The submission of any materials to HouseValues, including the posting of materials to any forum or interactive area, irrevocably waives any and all "moral rights" in such materials.

Software and Tools

Your use of any software or tools associated with the Site will be governed by the terms and conditions of the end user license agreement ("EULA") accompanying such software or tools. If you receive any software or tools that are not accompanied by a EULA, then HouseValues grants to you a non-exclusive, revocable, personal, non-transferable license to use such software or tool solely for the purpose provided. You will not disassemble, decompile, or reverse engineer, any software or tool included in the Site.

Disclaimers

THIS SITE AND THE MATERIALS CONTAINED THEREIN ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOU EXPRESSLY AGREE THAT USE OF THIS SITE, INCLUDING ALL CONTENT, DATA OR SOFTWARE DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THIS SITE, IS AT YOUR SOLE RISK. HOUSEVALUES DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE INFORMATION, MATERIALS, CONTENT, SERVICES AND PRODUCTS ON THE SITE. HOUSEVALUES DOES NOT REPRESENT OR WARRANT THAT MATERIALS IN THIS SITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. HOUSEVALUES IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS. WHILE HOUSEVALUES ATTEMPTS TO ENSURE YOUR ACCESS AND USE OF THE SITE IS SAFE, HOUSEVALUES CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THIS SITE OR ITS SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

We reserve the right to change any and all functionality and content contained on this Site at any time without notice. Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.

Limitation of Liability

IN NO EVENT SHALL HOUSEVALUES BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS SITE OR THE MATERIALS CONTAINED IN, OR ACCESSED THROUGH, THIS SITE.

Applicable Law and Venue

These terms and conditions shall be governed by and construed in accordance with the laws of the State of Washington, applicable to agreements made and entirely to be performed within the State of Washington, without resort to its conflict of law provisions. You agree that any action at law or in equity arising out of or relating to these terms and conditions shall be filed only in state or federal court located in Seattle, Washington, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these terms and conditions.

General Terms

No waiver by HouseValues, whether express or implied, of any provision of these Site Terms shall constitute a continuing waiver of such provision or a waiver of any other provision of these Site Terms. Nor shall HouseValues be estopped from enforcing any provision of these Site Terms, except by written instrument executed by HouseValues. Except as may be specifically provided for in a separate written agreement with us, we reserve the right, without notice and in our sole discretion, to terminate your license to use the Site, and to block or prevent future access to and use of the Site. If any provision of these Site Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions. The parties have required that the Site Terms and all documents relating thereto be drawn up in English. Les parties ont demande que cette convention ainsi que tous les documents que s`y rattachent soient rediges en anglais.