Hutz Terms and Conditions

The submission of information to, and use of, the property information services (collectively, the "Service") available through the Hutz web site (located at http://www.Hutz.com) is subject to the following terms and conditions (the "Terms and Conditions" or the "Agreement"). BY SUBMITTING INFORMATION to, or accessing information from, the Service, YOU, the end user customer ("Customer") AGREE TO THE FOLLOWING TERMS AND CONDITIONS. These Terms and Conditions are a legal agreement between you and Hutz, Inc. ("Hutz" or the "Company"). You also agree to the Hutz Listing Policy & Guidelines (the "Listing Policies") on this page.

If you do not agree to these Terms and Conditions and to the Listing Policies, do not submit information to, or access information from, the Service. All questions concerning this Agreement should be directed to: Chief Executive Officer, Hutz, Inc., 430 Sherman Avenue, Suite 205, Palo Alto, CA 94306. Hutz may update these terms and conditions at any time and without notice. The latest version of the terms and conditions is available on the Hutz website.

GENERAL PROVISIONS

Membership Privileges
Membership privileges are granted by Hutz to individuals exclusively and are granted specifically to the subscribing registered member only. No employee, independent contractor, agent, or affiliate of a competing information service is permitted to access any of the Hutz web site without express written permission from Hutz. Membership rights cannot be assigned, sublicensed, distributed, shared, viewed, accessed, or otherwise transferred to anyone other than the registered member without the express written permission of Hutz. Hutz requires that each registered user maintain a valid email address and a password, which shall be utilized for logging on to the Hutz system. Members are not permitted to share their individual logon information with others. Hutz has the right to refuse service to any member, individual, organization, or firm (and all members associated or affiliated with said organization or firm) that refuses to abide by the terms and conditions herein, refuses to abide by the Listing Policies as posted and displayed on the Hutz website, or abuses their rights related to the Hutz service. Upon registration, which is free, Customer becomes a Hutz Member. Only a Hutz Member may list properties on the Service.

Hutz utilizes email as a vital and primary communication channel with customers. As a registered user, Customers hereby acknowledge and grant Hutz the permission to communicate with customers via email (as well as other communication channel such as phone and fax) for any purposes Hutz determines to be relevant including, but not limited to, system messages, product updates, service announcements and other marketing messages. Hutz will use best efforts to honor Customer's request to opt out of marketing messages, but under no circumstances will Hutz have any liability for sending any email to its registered users/customers.

Listing Policies
Customer agrees not to submit any property descriptions, photographs, financial, contact or other information contained in each Property's data to Hutz unless the Customer has received all necessary rights and authorizations, including from the photographer and/or copyright owner of any photographs, to publish and advertise the Property on the Customer's website or on Hutz's website. Specifically, Customer will not submit a photograph if Customer received the photograph from a third party information provider under the terms of a license that does not allow posting of such photograph on the Hutz website. The Company may, in its sole discretion but without any obligation to search for such, remove Properties that are alleged to have been submitted in violation of this provision. In addition, the Company may require additional evidence of compliance with this provision from Customers who are alleged to have submitted Properties or other information in violation of this Agreement. The Company will, in its sole discretion, terminate the accounts of, and refuse service to, any Customer who repeatedly or knowingly violates this Agreement. Customer agrees to maintain accurate contact information (specifically, a valid phone number and email address) in order to submit and maintain active property listings on the Hutz website. Additionally, the Customer agrees to allow the Property listing, or any part of it, to be searched, displayed, accessed, downloaded, copied, and otherwise referred to by users of the Customer's website or the Hutz website. The Company shall have the sole authority to choose the manner in which any Property will be searched, displayed, accessed, downloaded, copied, and otherwise used on the Hutz website and Company shall have the right to modify the property listing in the exercise of its rights under this Agreement. The Customer (a) represents and warrants that all Properties and associated information provided by the Customer will be accurate; (b) agrees that the Customer will not permit the posting of a property on the Hutz system under a name other than the owner’s name or the named licensed real estate agents that have been engaged by the property owner to market the property under the terms of a duly executed listing agreement with the owner; (c) agrees to administer the Properties provided by the Customer and maintain their accuracy at all times. The Company reserves, in a manner consistent with reasonable commercial business practices, the right to remove all or any part of the Properties posted on the Customer's website or on the Hutz website. The Company accepts no responsibility for checking the accuracy of reports or data files submitted by the Customer. While the Company shall take all reasonable efforts for data backup and business resumption, the Customer will be solely responsible for retaining back-up copies of all information, photographs and other materials it provides to Hutz.

Listing Review
All listings entered on Hutz may be subject to review by Hutz company personnel (Listing Review) prior to becoming available for full viewing online. Hutz reserves the right, but not the obligation, to review any listing entered by Customer on Hutz. Although Customers listings may be subject to Listing Review, Customer remains solely responsible for abiding by the Listing Policies and Hutz’s Terms and Conditions. The Listing Policies prohibit Customer from entering any listing that infringes upon the intellectual property rights of any party, or that otherwise violates Hutz’s Terms and Conditions. By entering listings on Hutz, Customer warrants and represents that Customer owns or otherwise controls all of the rights to such content including, without limitation, all the rights necessary for Customer to provide, post, upload, input or submit such content. Customer acknowledges that Hutz cannot police or control all of the content provided by Customer(s) that is made available on Hutz.

Listings that violate any of the Listing Policies stated herein will not receive Listing Review approval for active posting on Hutz until the issue in question has been addressed. When conducting Listing Review, new listings added to Hutz are examined to determine whether such listings are in compliance with the Listing Policies. In the event Listing Review determines a listing violates Listing Policies (including but not limited to containing inaccurate or incomplete information), Listing Review will send an email message to the Customer about such listing, clearly stating how such proposed listing does not conform to established Listing Policies and offering solutions on how to rectify the deficiency. After the Customer receives notice from Listing Review, the Customer will be given a reasonable amount of time (routinely, 48 hours) to respond. It is then the sole responsibility of the Customer to review the communication from Listing Review, revise the listing as appropriate, and resubmit the corrected listing. Once the appropriate revision has been made, and Listing Review determines the listing is compliant with Listing Policies, the listing will be made available for full viewing on the site. However, if the Customer fails to respond to the communication from Listing Review, Hutz in its sole discretion reserves the right to remove any and all content that continues to violate the Listing Policies, including disallowing listings from the Service.

Use of Information
Customer agrees to treat all information obtained from the Service, including listings, contact information, and any information otherwise made available to Customer in the Service (individually and collectively, the "Content") as proprietary to Hutz. Customer agrees that Content reserved for members will be maintained as confidential and shall be protected as a trade secret of Hutz. Hutz does not ensure the accuracy of, endorse or recommend any Content and Customer uses such Content at the Customer's own risk. Customer may access the active property listings in the Service solely to obtain initial information from which further evaluation and investigation may commence.

Customer shall limit access to and use of active property listings and contact information to personal and internal use, and shall not use any information obtained from the Service for further distribution, publication, public display, or preparation of derivative works or facilitate any of these activities in any way. Customer shall not use or reproduce any Content that is obtained from the Service, or that is otherwise made available to Customer in the Service, for or in connection with any other vacation rental service or device. Customer further shall not use the Service in any other manner for or in connection with any other listing service or device. Customer shall not use the Hutz Service as part of any effort to compete with Hutz, including without limitation using the Hutz Service to provide, alone or in combination with any other product or service, any database services to any third party or any use that causes a reduction or loss from an existing or potential Hutz customer, nor shall Customer remove, erase, or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or encoded or recorded in the Hutz Service. Customers violating these specific terms, specifically those customers searching the Service in an abusive or excessive manner, by automated or manual means, shall be subject to immediate termination of their membership and will be assessed an excessive use fee of $500.

Payment Terms
Customer agrees to pay for all products ordered through the Hutz web site or via the Hutz sales team using the payment method indicated, and provides Hutz express authorization to charge said fees to the Customer's payment provider. Fees owed depend on the specific type and quantity of Hutz products, services, information, or deliverables (collectively "Deliverables") ordered. Payment of fees shall not be contingent on any events other than the delivery of the ordered Deliverables. Any attorney fees, court costs, or other costs incurred in collection of delinquent undisputed amounts shall be the responsibility of and paid for by Customer. If payment is not current, Hutz may immediately cease to provide any and all Deliverables to the customer. The fees paid for monthly subscriptions are non-refundable, regardless of whether the subscription is terminated prior to the end of the then-current monthly billing period. Prepaid fees will be refunded based on the number of months remaining on the contract period, beginning with the month following receipt of written cancellation, but may be subject to adjustment according to current monthly product pricing and subject to adjustment for any incentives or discounts provided for said prepayment. No partial month refunds will be provided. Subscriptions will automatically renew unless Customer contacts Hutz to cancel by the renewal date and indicates its intent to cancel. All cancellation requests will be processed within five (5) business days. Once the cancellation is processed, a confirmation email will be sent via email. If Customer has a question about a cancellation, Customer should contact Hutz Client Services at 650-853-0700. The Company reserves the right to change its fees or billing methods at any time. The Company will provide timely notice to the affected Customers of any such changes. It is the Customer's responsibility to promptly provide the Company with any contact or billing information changes or updates (including phone number, email address, credit card numbers, etc.). Account updates may be made online within the "My Hutz" section, once Customer has logged into www.Hutz.com.

Unsolicited Commercial Email (Spam)
Hutz prohibits the use of our system or its tools to generate or send unsolicited commercial email (spam). Customers may not use the Contact Owner or Manager service, Email this Listing service or other email services that Hutz offers to send spam (i.e. unsolicited commercial email) or otherwise send content that would violate these Terms and Conditions. Hutz has the right to revoke the privileges of any customer or company that breaches these terms.

Ownership and License Grant
Hutz retains all rights (including Intellectual Property Rights as defined below), title and interest in the Hutz Web site and all underlying technology and data including any enhancements and improvements thereto as a result of providing the Deliverables hereunder. Customer will not and will not allow others to: reverse engineer, decompile, disassemble, merge, copy, use, disclose, sell or transfer the underlying source code or structure or sequence of Hutz's technology or delete or alter author attributes or copyright notices. Customer shall use the Hutz system solely for their own use and shall not allow others to use the Hutz system under or through that Customer's login ID/email and password.

Intellectual Property Rights means all intellectual property rights (throughout the universe, in all media, now existing or created in the future, for all versions and elements, in all languages, and for the entire duration of such rights) arising under statutory or common law, contract, or otherwise, and whether or not perfected, including without limitation, (a) all rights associated with works of authorship including without limitation copyrights, moral rights, copyright applications, copyright registrations, synchronization rights; (b) rights associated with trademarks, service marks, trade names, logos, trade dress, and the applications for registration and registrations of trademarks and service marks; (c) rights relating to the protection of trade secrets and confidential information; (d) rights analogous to those set forth in this definition and any and all other proprietary rights relating to intangible property; and (e) divisions, continuations, renewals, reissues, and extensions of the foregoing (as and to the extent applicable) now existing, later filed, issued, or acquired.

Limitation of Liability and Indemnification
IN NO EVENT SHALL HUTZ BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS, LOSS OF USE OR OF DATA, OR INTERRUPTION OF BUSINESS) ARISING OUT OF THIS AGREEMENT. Customer's exclusive remedy, and Hutz's entire liability under this Agreement shall be a refund to Customer of the fees paid to Hutz hereunder, and in no event will Hutz's liability for any reason exceed such fee. Hutz (and its officers, directors, employees and agents) shall not be liable for any damages whatsoever arising from Customer's use of the Deliverables, and Customer shall indemnify Hutz (and Hutz's officers, directors, employees and agents), and hold each of them harmless from and against any and all costs, damages or losses by any of them (including, without limitation, reasonable attorneys' fees) as a result of a claim by any person other than Customer arising from Customer's use or application of the Services or the Deliverables.

Warranty Disclaimers
THE LISTINGS AND SERVICE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. HUTZ MAKES NO PROMISES, REPRESENTATION OR WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE LISTINGS OR SERVICE, INCLUDING THEIR ACCURACY, OPERATION, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND HUTZ SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE AND, UNDER THE LAW OF THE UNITED KINGDOM, THE IMPLIED CONDITIONS OF SATISFACTORY QUALITY AND ACCEPTANCE AS WELL AS ANY LOCAL JURISDICTIONAL ANALOGUES TO THE ABOVE AND OTHER IMPLIED OR STATUTORY WARRANTIES.

Links to Third Party Sites
This web site may contain hyperlinks to other web sites operated by parties other than Hutz, Inc. and its subsidiaries which are beyond Hutz's control. Parties other than Hutz may provide services or sell product lines on this site that take you outside of our service. This includes links from advertisers, sponsors, and content partners that may use Hutz's logo(s) as part of a co-branding relationship. For example, if you click on a banner advertisement the click may take you off the Hutz site. Hutz does not control, is not responsible for examining or evaluating, and does not warrant the offerings of, any of these businesses or individuals or the content of their web sites. Hutz does not assume any liability for the actions, product, and content of all of these and any other third parties. Hutz makes no representations and cannot be held responsible for the accuracy, relevancy, copyright compliance, legality, or decency of material on such third party web sites. When you click on a link that leaves the Hutz site, the site you will land on is not controlled by Hutz and different terms of use and privacy statements may apply. Hutz also does not assume, and expressly disclaims, all liability for any viruses, worms, Trojan horses, defects, or other malfunctions caused by, resulting from, existing within, or in connection with such third party sites and any links thereto.

Other Rights of Hutz, Inc.
Customer agrees that Hutz shall have the right to use Listings and other information submitted to it for any purpose, including without limitation for publication of all or part of such Listing on the Internet for unrestricted use by Hutz customers and partners. Hutz shall have sole authority to choose the manner in which any Listing will be received, displayed and used by the Service, and reserves the right to remove all or any part of a Listing or refuse Services to anyone at any time in its sole discretion. Hutz shall have no obligation to (i) resolve disputes among users of the Service; or (ii) monitor or verify the accuracy or proper use of the Listings. Hutz reserves the right to modify or change any and all terms and conditions at any time. The most current copy of these terms and conditions will be posted and available for review on Hutz's corporate web site, located at http://www.Hutz.com.

Copyright Complaints
If you believe that your work has been copied onto Hutz in a way that constitutes copyright infringement, please provide Hutz's copyright agent the written information specified below. Please note that this procedure is exclusively for notifying Hutz that your copyrighted material has been infringed.

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• A description of the copyrighted work that you claim has been infringed upon;
• A description of where the material that you claim is infringing is located on Hutz, with identifying information for the listing, if applicable;
• Your address, telephone number, and e-mail address;
• A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Address for Hutz's copyright agent:
430 Sherman Avenue, Suite 205
Palo Alto, CA 94306
Attn: Chief Executive Officer


Governing Law
This Agreement, and the Deliverables provided by Hutz, shall be governed by the laws of the State of California, without reference to conflict of laws principles. The parties hereby consent to the exclusive jurisdiction and venue of the State and Federal courts of Los Angeles County, California for the adjudication of any disputes or claims arising out of and/or related to this Agreement. If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of this Agreement, which shall remain in full force and effect.

Assignment
This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. The rights under this Agreement or any license granted hereunder may not be assigned, sublicensed or otherwise transferred by Customer without the prior written consent of Hutz, which retains the right to withhold consent in its sole discretion.

Notices
All notices to Company must be in writing and must be sent registered mail, certified mail, or overnight mail with a return receipt requested to Chief Executive Officer at Hutz.

Entire Agreement
The terms and conditions of this Agreement constitute the entire agreement between the parties and supersede all previous agreements and understanding, whether oral or written, between the parties hereto with respect to the subject matter of this Agreement.