ADVERTISING SERVICES AGREEMENT

READ THIS AGREEMENT CAREFULLY. IT IS A BINDING LEGAL CONTRACT.

IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS, CLICK “I DECLINE.”

THIS AGREEMENT CONTAINS DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITIES, CHOICE OF LAW AND VENUE AND WAIVER OF JURY TRIAL PROVISIONS IN SECTIONS 6, 8, 14 AND 17 BELOW.

THIS ADVERTISING SERVICES AGREEMENT (the "Agreement") is made and entered as of the date you click “I Agree” below (the "Effective Date"), and is by and between RealtyVid, LLC, a Georgia limited liability company ("Company"), and the person completing the information on the previous web page ("Advertiser"), whose address is as set forth on the previous web page.

NOW THEREFORE, the parties agree as follows:
1.     Services. In exchange for Advertiser’s obligations under this Agreement, during the Term (as defined in Section 5) Company will:
            (A) permit Advertiser to upload that amount of text information and digital video files (collectively the “Content”) having a Run Time (as defined below) equal to or less than the total Content Run Time Credits (as defined below) available to Advertiser at the time of such upload, in the formats required, from time to time, by Company, to the website owned and operated by the Company (the “Website”);
            (B) make that portion of Content uploaded pursuant to section 1(A) (the “Available Content”) having Run Time equal to or less than Advertiser’s then available Content Run Time Credits, accessible third parties who agree to Company’s terms and conditions via the Website, from time to time; and
            (C) if Advertiser requests, make referrals to third parties and entities affiliated with the Company who may be available to provide Advertiser with video recording, editing and related services (collectively (A), (B) and (C) being the “Services”).

The method and process of rendering the Services shall, at all times, be at Company’s sole discretion and business judgment and on and in accordance with the provisions of this Agreement; provided, that, in no event shall Company be deemed to be a fiduciary of Advertiser or have any fiduciary or trustee duties to Advertiser. Without limiting the foregoing, the Services will not be available at all times and may not be available at any particular time or times. The Services shall not, in any event, be deemed to include anything in excess of the express items set forth above, such as, for example, archiving or backing up Available Content. If the Run Time of the Available Content exceeds Advertiser’s Content Run Time Credits, Company shall endeavor to notify Advertiser of same and Company may, in its sole discretion, suspend, remove or render inaccessible any portions of the Available Content so as render the Run Time of the Available Content nearly equal to Advertiser’s Content Run Time Credits.

Company may, at its option and without notice to Advertiser, from time to time, terminate Advertiser’s ability to use the Services or remove all or any part of Advertiser’s Content; provided that, if Company does any of the foregoing solely without cause, Company will refund the pro rata (if any) balance of Advertiser’s paid Content Run Time Credits as the sole and exclusive remedy available to Advertiser. Advertiser is responsible for providing all of the hardware and software necessary to utilize the Services and for recording and editing the video portions of the Content, placing in the Content in the format required by the Company and providing any copy and descriptions relating to the Content. The Services shall be deemed to have been rendered from Company’s then current principal business location. Company may use its members, employees, agents and independent contractors, as it deems appropriate to render the Services. “Run Time” means the running time in minutes of a digital video file, rounded up to the nearest one second. “Content Run Time Credit” means the right to upload and have displayed, in accordance with Section 1(A) and (B), respectively, a digital video with a Run Time of at least one minute for one calendar month or the time specified by Company at time of signup.

2.     Advertiser’s Representations and Warranties. Advertiser represents and warrants to Company that: (A) Advertiser is the property owner or is a licensed real estate salesperson or broker in the state in which Advertiser is rendering real estate services and has been engaged to render such services concerning the property that is in the Content; (B) no portion of the Content contains scandalous, pornographic or indecent material; (C) Advertiser owns, in all respects, the Content; (D) Advertiser has all rights necessary to enable Company to provide the Services; (E) Advertiser has secured releases from all persons in the Content and all of the owners and holders of any interests in the property in the Content; and (F) Advertiser has all rights necessary to grant the license set forth herein and that the exercise of the Licensed Rights (as defined in section 3) will not infringe the intellectual property or moral rights of any third party.

3.     Advertiser’s Grant of License to Content. Advertiser grants Company, its successors, assigns, parents and affiliated entities, a fully paid perpetual irrevocable license to use, copy, edit, reproduce, perform, exhibit, display, project, resell, sublicense, create derivative works of, and do all other things that any owner of the Content is permitted to do with, the Content and all intellectual property rights contained therein (the “Licensed Rights”).

4.     Term and Termination. The term of this Agreement (the “Term”) shall commence on the Effective Date and continue through the end of the calendar month. After the initial Term, this Agreement shall automatically renew for successive one (1) calendar month periods (each being a “Term”). Either party may give terminate this Agreement without cause on fifteen (15) days written notice to the other. Company may terminate this Agreement for cause at any time. Termination shall not affect the rights of the parties concerning any breach(es) of this Agreement or amounts due at, as of and after the termination.

5. LIMITATION OF WARRANTIES. COMPANY DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS CONCERNING THE SERVICES, THE ABILITY OF THIRD PARTIES TO ACCESS THE CONTENT, “UPTIME” OF THE WEBSITE, THE NUMBER OF THIRD PARTIES ACCESSING THE CONTENT, OR THE RESULTS OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, FOR THE SERVICES, THE RESULTS OF THE SERVICES OR CONCERNING ANY INTELLECTUAL PROPERTY INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6. Indemnification. Advertiser shall hold Company, its officers, directors, employees, contractors and agents, collectively and individually, harmless from any claims, obligations, losses, damages, liabilities, fines, costs and expenses (including, without limitation, reasonable attorney’s fees pretrial, trial and appellate) arising out of or incurred or suffered as a result of or in connection with Advertiser’s breach of any representation, warranty or covenant contained in this Agreement, negligence or commission of fraudulent or illegal acts and Advertiser’s rendition of services.

7. LIMITATION OF LIABILITIES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF BUSINESS OR OTHER ECONOMIC DAMAGE, OR INJURY TO PROPERTY. FURTHERMORE, COMPANY SHALL NOT, IN ANY EVENT, BE LIABLE TO COMPANY FOR ANY AMOUNT OF DAMAGES IN EXCESS OF THE ACTUAL FEES PAID BY ADVERTISER TO COMPANY OVER THE PAST THREE CALENDAR MONTHS. ADVERTISER AND COMPANY ACKNOWLEDGE THAT THIS SECTION REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THEM OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT, THAT SUCH VOLUNTARY RISK ALLOCATION WAS A MATERIAL PART OF THE BARGAIN BETWEEN THE PARTIES, AND THAT THE ECONOMIC AND OTHER TERMS OF THIS AGREEMENT WERE NEGOTIATED AND AGREED TO BY THE PARTIES IN RELIANCE ON SUCH VOLUNTARY RISK ALLOCATION.

8. Entire Agreement, Waiver and Modification. This Agreement sets forth the entire understanding of the parties concerning subject matter of this Agreement and incorporates all of prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between the parties relating to the subject matter of this Agreement other than those set forth herein. Company may modify, amend, supplement or replace the terms and conditions of this Agreement on at least thirty (30) days notice to Advertiser; provided that, if Company does so and Advertiser does not agree to such changes, Advertiser may terminate this Agreement in writing no more than fifteen (15) days after Company’s notice, with the termination effective on the first day of the next calendar month. If Company does not terminate this Agreement, the modification, amendment, supplement or replacement will be binding. Except for the foregoing, no alteration, amendment, change or addition to this Agreement shall be binding upon either party unless in writing and signed by an authorized representative of such party. No purported waiver by either party of any default by the other of any term or provision contained herein shall be deemed to be a waiver of such term or provision unless the waiver is in writing and signed by the waiving party. No such waiver shall in any event be deemed a waiver of any subsequent default under the same or any other term or provision contained herein.

9.     Successors and Assignment. Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. Advertiser may not assign, transfer or delegate its rights or the performance of its duties hereunder without the express prior written approval of Advertiser. Company (and its successors and assigns) may, at any time and from time to time, assign its rights under this Agreement.

10.     Notices. Any consent, waiver, notice, demand, request or other instrument required or permitted to be given under this Agreement shall be in writing and deemed to have been properly given upon: (A) actual delivery if delivered by hand; (B) the next business day after transmission by national overnight express courier service (e.g., Federal Express), freight prepaid, receipt signature required, to the address for such party set forth herein; (C) the next business day after transmission by e-mail to Advertiser to the e-mail address provided by Advertiser on the previous web page; or (D) three (3) business days after being sent by certified United States mail, return receipt requested, postage prepaid, to the address for such party set forth herein. Either party may change its address for notices in the manner set forth herein.

11.     Captions. The captions and paragraph letters appearing in this Agreement are inserted only as a matter of convenience. They do not define, limit, construe or describe the scope or intent of the provisions of this Agreement.

12.     Partial Invalidity. If any term or provisions of this Agreement, or the application thereof to any person or circumstance, shall be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances, other than those as to which it is held invalid, shall both be unaffected thereby and each term or provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

13.     Applicable Law and Venue. This Agreement shall be construed and governed under and by the laws of the State of Georgia for contracts executed and to be performed in Georgia. Except for third party actions, exclusive venue for action, claim or controversy arising out of this Agreement shall be Cherokee County, Georgia. Advertiser waives all defenses based on venue, the inconvenience of the forum, and lack of personal jurisdiction in any dispute brought in Cherokee County, Georgia.

14.     Attorney’s Fees. In the event any litigation, mediation, arbitration, or controversy between the parties hereto arises out of or relates to the Fees or other amounts due Company or the obligation of Advertiser under Section 7, or the provisions Sections 3, 6 or 8, the prevailing party shall be entitled to recover from the other all collection costs, reasonable attorneys' fees, expenses and suit costs, including those associated with appellate and post-judgment collection proceedings.

15.     Third Party Beneficiaries. There are no intended, express or implied third party beneficiaries to this Agreement.

16.     WAIVER OF JURY TRIAL. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE ALL OF THEIR RIGHTS TO A TRIAL BY JURY ON ANY AND ALL ISSUES PERTAINING TO OR ARISING OUT OF THIS AGREEMENT AND THE MATTERS SET FORTH HEREIN.

17.     Survival. Sections 2, 3, 4, 6, 7, 8, 9, 13 and 14 shall survive and continue to be applicable after the expiration, cancellation or termination of this Agreement for any reason and the end of the Term (including all extensions of the Term).