LEGAL

Last Updated April 20, 2005

Floor Plan-Online, LLC
P.O. Box 15545
Seattle, WA 98115
info@floorplanonline.com

FloorPlanOnline offers services to you, the "User," conditioned on your agreement to adhere to the following Terms of Use without modification of any kind. By clicking “I Agree” as part of your registration with FloorPlanOnline and/or your use of FloorPlanOnline's services constitute your agreement to these Terms of Use.

In addition, use of this Web Site and FloorPlanOnline’s services by Users who have not registered with FloorPlanOnline constitutes agreement to these Terms of Use with respect to the use of this Web Site and the services offered through this Web Site.

These Terms of Use incorporate by reference the FloorPlanOnline Privacy Policy and are subject to change at any time, without prior notice. You are responsible for reviewing these Terms of Use prior to each use of FloorPlanOnline services or this Web Site.

USE OF THIS WEB SITE

You promise that you will not use this Web Site, in whole or in part, for any purpose that is unlawful of prohibited by these Terms of Use. You agree that, unless expressly provided herein, you will not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, frame in another web page, use on any other web site, transfer or sell any information, products or services obtained from this Web Site. Except with the written permission of FloorPlanOnline, you will not create links from any web site or web page to any page within the FloorPlanOnline websites. The origin of any such permitted link must be accompanied by a clear and prominent attribution indicating that the link is connected to the FloorPlanOnline web site, unless otherwise agreed to by FloorPlanOnline. However, you agree that you will not juxtapose the FloorPlanOnline name and marks and the permitted link with your name or any other materials in a manner that might give rise to any erroneous conclusion that there is any affiliation or association between FloorPlanOnline on the one hand, and you or any other person or entity on the other hand. You agree that FloorPlanOnline may terminate any such permitted link at any time. In addition, you agree not to transfer or sell any information, software, lists of users, databases or other lists, products or services provided through or obtained from the FloorPlanOnline Services. This means, among other activities, that you agree not to engage in the practices of "screen scraping," "database scraping," or any other activity with the purpose of obtaining lists of users or other information. You agree that you will not use the FloorPlanOnline Services in any manner that could damage, disable, overburden, or impair the FloorPlanOnline Services or interfere with any other party's use and enjoyment of the FloorPlanOnline Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the FloorPlanOnline Services.

FloorPlanOnline Services for Real Estate Agents, Property Owners, Builders and other Real Estate Professionals

FloorPlanOnline allows Users to create artistic interactive floor plan renditions of real estate properties for publication by registered Users on real estate oriented web sites and other web sites. FloorPlanOnline directly, through information supplied by registered Users, or through third-party service providers, provides the development and production of floor plan renditions with associated hotspots of pictures or virtual tours, if applicable. All services provided by FloorPlanOnline are referred to collectively herein as “FloorPlanOnline Services.” Users who order FloorPlanOnline Services agree to supply FloorPlanOnline, or its authorized service provider (“Authorized Service Provider”), with information about themselves and the property for which they want a floor plan or interactive floor plan produced, which may include: 1) for “Do-It-Yourself” orders, a rough sketch of the property layout, associated room dimensions of the property and, if appropriate for the services ordered, digital pictures of various rooms (collectively, “DIY Information”) and 2) for “Full Service” orders, it may include the applicable multiple listing service number of the property, the property address and contact information of the agent or seller to enable the Authorized Service Provider to make the service appointment. For Full Service orders, FloorPlanOnline will engage an Authorized Service Provider to perform the service work according to the instructions the User provides on the order form (collectively, “Full Service Information”). DIY Information and Full Service Information shall collectively be referred to as “Property Information.” User agrees and asserts that neither FloorPlanOnline nor any Authorized Service Provider confirms, corroborates, or takes any responsibility as to the accuracy of Property Information provided by any User. Each User ordering FLOORPLANonline Services warrants that it has full right and authority to engage the services of FloorPlanOnline and to provide FloorPlanOnline and its Authorized Service Provider with the Property Information or to engage FloorPlanOnline for such services.

FloorPlanOnline will create a computerized rendering of the floor plan and, if ordered, will create an interactive floor plan with pictures and/or virtual tour hotspots. The interactive floor plan will be presented in the form of a unique link for each property. Each floor plan will be reviewed by the registered User prior to finalization. Such User will be responsible for obtaining any necessary permissions (including permissions from the underlying property owners and their associated broker, if applicable), prior to the linking of the interactive floor plan to User’s web site. The registered User assumes all responsibility for the use of floor plans after the link has been posted on the User’s web sites.

As FloorPlanOnline uses email, on an almost exclusive basis, to provide FloorPlanOnline Services, Users ordering FloorPlanOnline Services consent to receiving email from FloorPlanOnline with respect to the FloorPlanOnline Services. If User orders FloorPlanOnline’s “Full Service” option, Users consent to receive emails or other forms of communications from the FloorPlanOnline Authorized Service Provider contracted by FloorPlanOnline to assist with providing such service. In addition, User consents to the disclosure by FloorPlanOnline to such Authorized Service Provider of User’s email address and such other information concerning the User or the property as is necessary to provide the services requested by User

To assure the value of FloorPlanOnline's services, Users ordering FloorPlanOnline Services agree that all of the Property Information User has provided or will provide to FloorPlanOnline, whether online or otherwise, is accurate and complete and User agrees that User will refrain from impersonating or falsely representing your affiliation with any person or entity. FloorPlanOnline reserves the right to terminate or suspend access to User’s floor plans and/or the FloorPlanOnline Services if FloorPlanOnline receives complaints that such floor plans are inaccurate or misleading.

FloorPlanOnline may from time to time offer eligible Users promotional opportunities to incent use of FloorPlanOnline's services within a particular time frame. These opportunities may include, but are not limited to, free offers, discounts, rebates, gift certificates, points or other incentives that are only available to Users for a specific time period or promotional opportunity. Not all Users may be eligible to receive all promotional opportunities.

FloorPlanOnline Services for General End Viewers not Registered for FloorPlanOnline Services

FloorPlanOnline provides the hosting of the Interactive Floor Plan presentation for the convenience of the end viewer of real estate web sites. FloorPlanOnline offers you access to the FloorPlanOnline Services solely for your personal and non-commercial uses of the pictorial representations of such Interactive Floor Plan presentation. FloorPlanOnline makes no warranty or representation as to the accuracy thereof, including but not limited to, room dimensions, room names, property layout configuration, floor plan scale, square footage, photo accuracy or photo locations. For exact dimensions, you must hire your own architect, engineer or other similar real estate professional.

If and when requested by FloorPlanOnline, you agree to provide true, accurate and complete user information and to refrain from impersonating or falsely representing your affiliation with any person or entity. Except with the written permission of FloorPlanOnline, you agree that you will not access or attempt to access password protected, secure or non-public areas of the FloorPlanOnline Web Sites. Unauthorized individuals attempting to access prohibited areas of the FloorPlanOnline Web Sites may be subject to prosecution.

You agree that FloorPlanOnline may in its sole discretion and at any time terminate your access to and use of the FloorPlanOnline Web Sites or FloorPlanOnline Services, or any part thereof, with or without notice.

FloorPlanOnline Featured Vendors

From time to time, FloorPlanOnline may include on its www.floorplanonline.com site or on its branded version of the interactive floor plan, third party services such as ecommerce sites or advertisers tailored to the audience of the web site. FloorPlanOnline posts these services on its site or on the interactive floor plans as a service to its Users who may be interested in such services. FloorPlanOnline is not responsible and makes no warranty or representation as to the quality or performance of the services offered. FloorPlanOnline advises all Users to review each third party service offering carefully (and their associated privacy policies) prior to engagement with any third party service provider.

FloorPlanOnline Authorized Service Providers

FloorPlanOnline will use an Authorized Service Provider to perform the work requested for a Full Service order. FloorPlanOnline has processes in place to engage certified real estate appraisers, or other real estate professionals, to perform such work. In some cases, the Service Provider may have an electronic access key issued by their local Board of RealtorsÒ to enter real estate properties for sale. The Service Provider will perform the property measurement, sketching and photography services, as ordered by you, the User. Although FloorPlanOnline endeavors to engage the most qualified Authorized Service Providers it can obtain, FloorPlanOnline cannot be held responsible for the actions of such Authorized Service Providers on or with respect to the premises.

Modification Of FloorPlanOnline Services

FloorPlanOnline reserves the right to modify or discontinue any service or a portion or attribute thereof, or the offering of any information, good, content, product or service with or without notice to any User. FloorPlanOnline shall not be liable to any User or any third party with respect to any such modification or discontinuance of service. To the extent a service has been paid for by User, that particular service will continue until the use by User has been completed or FloorPlanOnline will refund the fees for such service already paid by User

Fees and Registration Requirements for Users

FloorPlanOnline offers services targeted to real estate professionals, property owners, developers, builders and service providers to the real estate industry. To receive these services, Users ordering FloorPlanOnline Services must accurately complete a registration for each desired service and agree to relevant payment obligations. Depending on the service chosen, Users may be required to supply a valid credit card that is available for periodic payments. All fees payable to FloorPlanOnline are non refundable. FloorPlanOnline will host the link for the interactive floor plan for a period of 12 consecutive months from the date the interactive floor plan was first ordered. Hosting of the link beyond 12 months from the date of order will require a renewal fee to be paid by User. FloorPlanOnline will provide notice to the registered User within 30 days of such renewal period and will seek payment at the then current rate for the service ordered.

PAYMENT OF CHARGES

A. On Time Payment

Each User who has ordered FloorPlanOnline Services is expected to pay all charges for FloorPlanOnline Services (“Charges”) on time and may be required to submit an accompanying payment and/or payment authorization in connection with Charges. In that regard, any User ordering FloorPlanOnline Services is responsible for all Charges associated with the services ordered by User, or anyone the User allows to access User’s account, including the additional information, content, goods, product or services that are ordered from time-to-time at an extra cost. Credit card transactions require an acceptable and currently working credit card number. FloorPlanOnline may terminate or disable User’s account and associated interactive floor plan presentations if User fails to pay any amount owed to FloorPlanOnline when due. If the credit card expires or otherwise declines payment, access to FloorPlanOnline and the related floor plan services can be modified or suspended. If payment is more than thirty (30) calendar days past due an additional amount will be charged to User equal to the lower of one percent (1%) per month or the maximum allowable by law and the entire amount of unpaid Charges or other outstanding balance (if any), plus this assessment, will become immediately due and payable. User shall pay all costs of collection, including legal fees, incurred by FloorPlanOnline. Each time a FloorPlanOnline Service is used, User affirms that FloorPlanOnline is authorized to obtain payment through the selected payment method. All fees are quoted and payable in United States dollars. Charges may include sales and similar taxes, if applicable. User is responsible for paying all applicable taxes.

B. Payment Methods

User’s complete name, email address, billing address and telephone number must be provided to process payments from any User who has ordered FloorPlanOnline Services. FloorPlanOnline currently uses the QuickBooks Merchant Service to process credit card payments. QuickBooks Merchant Service is provided by Innovative Merchant Solutions LLC, an Intuit company. Please click here to see information on the Intuit and VeriSign security services. Users are not required to create an account with QuickBooks in order to pay for FloorPlanOnline Services, but they may create an account with QuickBooks if they would like to store their credit card information for future orders. QuickBooks is a third party vendor and FloorPlanOnline shall not be responsible for any actions, errors or omissions of QuickBooks. All disclosures of information to QuickBooks by User are subject to QuickBooks’ Privacy Policy and FloorPlanOnline cannot be responsible for any action/inaction by QuickBooks with respect thereto. QuickBooks currently accepts major credit cards including Visa, MasterCard and American Express. For corporate accounts and as previously agreed upon by FloorPlanOnline, FloorPlanOnline will issue invoices to User on a schedule as mutually agreed upon. Payment of such invoices will be made pursuant to the terms on such invoice, generally payable upon receipt.

C. Account Discrepancies

User may always contact FloorPlanOnline customer service by e-mail or telephone concerning Charges or other questions regarding the status of FloorPlanOnline Services. If User does not contact FloorPlanOnline within ninety (90) days of receipt of a bill, such bill will be deemed accepted and User may not make any claims with respect thereto. Billing questions or issues should be directed to Customer Service Department, FloorPlanOnline, P.O. Box 15545, Seattle, WA 98115-9998 delivered by United States mail or by fax to 206-260-3155.

Obligations of Users Registered with FloorPlanOnline

By completing the User registration with FloorPlanOnline as a User, User agrees that:

a. User is of legal age and otherwise capable of forming a legally binding contract and User has obtained all necessary permissions to participate in, purchase and use the FloorPlanOnline Services;

b. All Property Information is accurate and complete and that User will maintain and promptly update such Property Information supplied to FloorPlanOnline to ensure accuracy at all times;

c. User has complied, and will comply, with all legal, licensing and regulatory requirements with respect to the use by User of the FloorPlanOnline Services;

d. User agrees to be contacted via Email or other forms of communication by FloorPlanOnline and/or Authorized Service Providers, if relevant, regarding FloorPlanOnline's services;

e. User has secured and will maintain any required supervising broker's authorization or property owner authorization, and payment of a fee that will be incurred by virtue of your use of the FloorPlanOnline service;

f. In order to produce a User-branded presentation from the FloorPlanOnline Service (if ordered) User hereby grants FloorPlanOnline permission to e-mail or display the User’s contact information, name, agent photographs (if supplied), colors, text, logos and other elements of the “look and feel” of the User’s web site and such other information as may be supplied by User to FloorPlanOnline on or from FloorPlanOnline's web site (http://www.floorplanonline.com).

TERM AND TERMINATION

Each time you order services from FloorPlanOnline, it forms a new agreement between you and FloorPlanOnline with respect to those services (“Agreement”). The term of each such Agreement between you and FloorPlanOnline shall extend from the date you order such services until the earlier of one year from that date and the date on which your floor plans have been delivered to you. FloorPlanOnline reserves the right to cancel the registration of any User in any FloorPlanOnline Service at any time due to User’s breach of our Agreement or due to consumer complaints regarding the accuracy of a User’s floor plans. All fees due to FloorPlanOnline up to the point of termination shall remain payable to FloorPlanOnline and any pre paid fees received by FloorPlanOnline for services not delivered up to the point of termination shall be refunded

All contents of the FloorPlanOnline web site and the FloorPlanOnline Services are Copyright © 2005 FloorPlanOnline, LLC and/or its suppliers, P.O. Box 15545, Seattle, WA 98115-9998, USA. All rights reserved. FloorPlanOnline is a service mark of FloorPlanOnline, LLC. Other product and company names may be trade or service marks of their respective owners.

DISCLAIMERS AND LIMITATIONS

THE FLOOR PLANS PROVIDED BY FLOORPLANONLINE ARE NOT INTENDED TO BE, NOR SHOULD THEY BE RELIED ON AS, OFFICIAL ARCHITECTURAL DRAWINGS OR SIMILAR RENDERINGS OF A FLOOR PLAN BY A LICENSED, PROFESSIONAL ARCHITECT, ENGINEER OR OTHER SIMILAR PROFESSIONAL. FLOORPLANONLINE IS NOT RESPONSIBLE OR LIABLE FOR ANY ACTS OR OMISSIONS CREATED OR THE RESULT OF INACCURATE MEASUREMENTS OR PLACEMENT OF DETAILS WITHIN A FLOOR PLAN RENDERING. FLOORPLANONLINE RECOMMENDS THAT PERSONS INTERESTED IN THE EXACT FLOOR PLAN OF THE PROPERTY IN QUESTION CONSULT A LICENSED ARCHITECT, ENGINEER OR CHECK WITH THE LOCAL GOVERNMENT OFFICES OF THE CITY IN WHICH THE PROPERTY IS LOCATED FOR THE OFFICIAL BLUE PRINTS OR ARCHITECTURAL DRAWINGS OF THE PROPERTY.

FloorPlanOnline intends that the information contained in this Web Site and the FloorPlanOnline Services be reliable; however, errors sometimes occur. In addition, FloorPlanOnline may make changes and improvements to the information provided through this web site at any time. THE WEB SITE AND THE FLOORPLANONLINE SERVICES ARE PROVIDED "AS IS." FLOORPLANONLINE AND ITS SUPPLIERS AND AUTHORIZED SERVICE PROVIDERS DISCLAIM ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO FLOORPLANONLINE SERVICES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. USE OF FLOOR PLAN ONLINE'S SERVICES AND THIS WEB SITE IS AT USER’S OWN RISK. FLOOR PLAN ONLINE ANDSUPPLIERS AND AUTHORIZED SERVICE PROVIDERS ARE NOT LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR OTHER INJURY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE FLOOR PLANONLINE SERVICES OR WITH THE DELAY OR INABILITY TO USE THE WEB SITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES OBTAINED THROUGH THE WEB SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE WEB SITE OR THE FLOORPLANONLINE SERVICES, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF FLOOR PLAN ONLINE AND/OR ITS SUPPLIERS OR AUTHORIZED SERVICE PROVIDERS HAD BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO USER. USER’S SOLE REMEDIES FOR DISSATISFACTION WITH THE FLOORPLANONLINE SERVICES IS TO STOP USING SUCH SERVICES AND TO MAKE A CLAIM FOR FEES ALREADY PAID TO FLOORPLANONLINE WITH RESPECT TO SUCH SERVICES.

INDEMNITY

As a condition of use of the FloorPlanOnline Service, User agrees to indemnify and hold harmless FloorPlanOnline and its suppliers and Authorized Service Providers from and against any and all liabilities, losses, expenses and damages (including attorneys' fees) arising out of claims resulting from User’s use of the FloorPlanOnline Services, including without limitation any claims alleging facts that if true would constitute a breach by User of these Terms of Use.

ERRORS AND DELAYS

FloorPlanOnline is not responsible for any errors or delays in creating a computer-aided rendering of a floor plan for a property, nor is FloorPlanOnline responsible for any errors or delays in responding to a request for a floor plan rendering caused by an incorrect e-mail address provided by User or other technical problems beyond our reasonable control.

DISPUTE RESOLUTION

Any claim or controversy arising out of or relating to the use of the FloorPlanOnline Service, to the goods or services provided by FloorPlanOnline, or to any acts or omissions for which User may contend FloorPlanOnline is liable (“Dispute”) shall be finally, and exclusively, settled by arbitration in King County, Washington. The arbitration shall be held before one arbitrator under the commercial arbitration rules of the American Arbitration Association ("AAA") in force at that time. The arbitrator shall be selected pursuant to the AAA rules. Should no AAA rule regarding the selection of an arbitrator be in effect, the consumer shall select an arbitrator from a panel of arbitrators acceptable to FloorPlanOnline. To begin the arbitration process, a party must make a written demand therefor. Any judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction in Washington. The arbitrators shall not have the power to award damages in connection with any Dispute in excess of actual compensatory damages and shall not multiply actual damages or award consequential, punitive or exemplary damages, and each party irrevocably waives any claim thereto. The agreement to arbitrate shall not be construed as an agreement to the joinder or consolidation of arbitration under this Agreement with arbitration of disputes or claims of any non-party, regardless of the nature of the issues or disputes involved. THIS AGREEMENT PROVIDES THAT ALL DISPUTES BETWEEN USER AND FLOORPLANONLINE WILL BE RESOLVED BY BINDING ARBITRATION. YOU THUS GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN OR BRING CLASS ACTIONS. USER’S RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY.

OTHER TERMS

These Terms of Use shall be subject to and construed in accordance with the laws of the State of Washington, excluding its conflict of laws principles. You agree that no joint venture, partnership, employment or agency relationship exists between you and FloorPlanOnline as a result of this Agreement or use of the FloorPlanOnline Services. If any part of these Terms of User are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement shall continue in effect. Unless specified otherwise herein, this Agreement constitutes the entire agreement between you and FloorPlanOnline with respect to FloorPlanOnline Services and the use of this web site. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. All rights not expressly granted herein are reserved to FloorPlanOnline.