N-PLAY SERVICE POLICIES

1. Non-Binding Offer and Acceptance
   Using N-Play services, buyers, sellers and agents develop terms for a Memorandum of Understanding (“MOU”) to facilitate negotiations between the parties related to a property listing offered by a registered broker or agent.  Brokers’ and agents’ listings that use N-Play services are marked with the N-Play icon (an “N-Play Listing”).  Negotiation and consummation of legally binding contracts do not occur through use of N-Play services and occur outside the purview of N-Play.
2. Registration of Buyers
   First time users must register with N-Play by submitting their name, e-mail address and a valid password.  The submitted e-mail address will be the buyer’s username for logging into the N-Play service.  Buyers are responsible for maintaining the confidentiality of their account and are fully responsible for all activities that occur under their account.  Buyers agree to immediately notify the host of the N-Play Listing and N-Play of any unauthorized use of an account.  Neither N-Play nor the agent hosting the N-Play Listing will be liable for any loss or damage arising from failure to comply with this paragraph.  Once a buyer registers with N-Play, the same username and password may be used to log in, modify or terminate an existing offer and place new offers in other N-Play Listings.
3. Seller Broker Representation
   Seller and the listing broker have entered into a listing agreement.  Seller has agreed to pay a brokerage fee to the listing broker.
4. Buyer Agent Representation
   During the registration process, a buyer will indicate whether or not he or she is represented by a broker.  Any broker disclosed by a buyer is the sole broker with whom buyer has dealt in connection with the transaction contemplated by the N-Play Listing.  Buyer shall defend, indemnify and hold N-Play, the seller and the listing agent harmless from and against all loss, expense (including reasonable attorneys’ fees and court costs), damage and liability resulting from (a) a breach of buyer’s representation contained in this paragraph, and (b) the claim of any other broker, agent or finder (or anyone claiming to be a broker, agent or finder) with whom the buyer has dealt in connection with the listing.  The obligations of this paragraph shall survive the end of the N-Play Listing and any closing in connection with the listed property.
5. Seller’s Restrictions on Who May Offer
   At the seller’s discretion, an N-Play Listing may restrict buyers to those who are represented by a registered agent, the listing agent, or have their identity verified by N-Play through a third party service.  Information collected by a third party verification process shall remain confidential and will not be disclosed to the seller or the listing agent unless the buyer’s offer is selected by the Seller and a MOU has been distributed to the parties.
6. Registration of Buyer’s Agent
   If a buyer is required to have a registered agent, the N-Play listing places their offer in suspension until the buyer’s agent registers with N-Play.  For a period of ten (10) days, N-Play will attempt to contact the buyer’s agent via e-mail.  An offer being held in suspension will not be posted or released to the offer grid until the buyer’s agent registers and activates the offer.  If the buyer’s agent does not register within the ten (10) day period, the offer being held in suspension will be canceled.
7. Placing an Offer
   A registered buyer may participate in an N-Play Listing by clicking on the N-Play icon located on the host website.  The buyer then logs in using his or her e-mail address and password by clicking on the login link.  Upon logging in, the buyer is prompted to enter the terms of the offer.  A buyer may modify or cancel the offer without penalty at any time prior to any notice of acceptance of the offer by the seller.
8. Offering on Multiple N-Play Listings
   Registered buyers may place good faith offers in multiple N-Play Listings, but may place only one offer per any one N-Play Listing.  Placing multiple offers on a single N-Play Listing is not permitted and any party found to have placed multiple offers on the same N-Play Listing will immediately be removed from the service and permanently barred from all N-Play Listings.
9. Good Faith Belief in Offer
   Buyers who do not meet the seller’s requirements as outlined or do not have a good faith belief that they will qualify for financing to purchase listed property should not place such offers.  Buyers are not permitted to participate with the intent of disrupting a listing.
10. Modification of Offer
    A buyer may adjust offer terms in real time to receive feedback as to the ranking of the offer at any time prior to being selected by the seller.  A buyer may modify the offer either through the buyer’s individual log-in or through the buyer agent’s log-in.
11. Withdrawal of Offer
    A buyer may withdraw an offer by cancelling the offer before it is selected by the seller and incur no penalty.  However, if a buyer withdraws an offer after being selected by the seller, the buyer shall be removed from the listed offer grid and will not be permitted to make any future offers on that particular listing.  If a buyer withdraws after receiving a selection notice, any further attempt to place an offer on that particular listing will result in permanent suspension from all N-Play Listings.
12. No Re-Sell/Assignment
    A buyer may not place an offer on behalf of a third party, nor may a buyer transfer or in any way assign a selected offer to another buyer or third party.
13. Anonymity of Buyer
    Buyers will be assigned anonymous aliases that are displayed with their offer on the offer grid and in all e-mail communications to the seller, the seller’s agent, and other users of the service.  A buyer’s personal information will not be disclosed to the seller or the listing agent until the buyer positively responds to a seller’s selection notice resulting in a MOU to be distributed to the respective parties.
14. Expiration of Offer
    Each time a new offer is made, a buyer will enter an offer expiration date. At any time prior to expiration, the buyer may modify the expiration date.  Offers expire at 11:59:59 PM on the date of the desired expiration date.  After the expiration date, the offer will be automatically withdrawn from the offer grid.  The terms contained in an expired offer shall be stored for one hundred eighty (180) days and made available in the event the buyer wishes to reactivate the offer.  Prior to an expired offer being permanently deleted, the buyer shall be notified via e-mail by N-Play.
15. Ranking Offers; Offer Grid
    The N-Play Listing system uses a mathematical algorithm to rank offers based on the seller’s preferences.  Each offer is first compared to the seller’s preferences and then ranked against other offers and listed according to the algorithm.  A higher ranking means an offer more closely matches the seller’s preferred price, terms and conditions subjectively taken as a whole and does not imply or guarantee that a seller will choose the highest ranking offer.  A seller may choose any offer at any time regardless of rank order.
16. E-mailing Offer Grid
    Non-registered and registered users may view and e-mail offer grids to third parties.
17. Offer Selection by Seller
    A seller may select any offer at any time before its expiration, in the seller’s sole discretion.  Although the N-Play Listing ranks offers in an offer grid, the seller may select any of the offers regardless of rank order.  Upon a seller’s selection of an offer, a notification e-mail is sent to the selected buyer.  The buyer then has forty-eight (48) hours from the date and time the notice is sent to respond to the e-mail.  If the selected buyer is willing to proceed in further negotiations, the selected buyer clicks a link in the notification e-mail and provides additional information, including identity and contact information.  The N-Play Listing then automatically forwards a MOU to the seller, the buyer and the agents outlining the terms of the selected offer and contact information for the seller, buyer and agents.  The parties then proceed to further negotiations or consummation of a legally binding agreement outside of the N-Play Listing.
18. Buyer’s Failure to Respond
    If a selected buyer fails to respond within the time limit provided in the e-mail notice of acceptance by the seller or if the buyer withdraws the offer after receiving a selection notice from the seller, the selected buyer will be prohibited from making any future offers on that particular N-Play Listing.
19. Additional Stipulations of Seller
    A seller may propose modifications to an offer by selecting an offer and notifying the buyer of additional stipulations.  The buyer may choose to accept or reject the stipulations.  If the buyer accepts the stipulations, the buyer clicks a link in the e-mail containing the offer and additional stipulations.  The N-Play Listing then automatically forwards a MOU to the seller, the buyer and the agents outlining the terms of the selected offer with the additional stipulations, along with contact information for the seller, buyer and agents.  The parties then proceed to further negotiations or consummation of a legally binding agreement outside of the N-Play Listing.  If the buyer rejects the stipulations, his or her offer will remain on the offer grid until expired or canceled by the buyer and the buyer’s identity will remain anonymous and not revealed to the seller.
20. Shill Offers
    A “Shill Offer” is any offer that is not genuine, when the buyer does not intend to purchase the property and places an offer, or places an offer that (a) artificially increases offers as to either pricing or desirable conditions, or (b) leverages information of the seller that was disclosed in confidence.  Shill Offers are prohibited in N-Play Listings and are a violation of the N-Play Use Terms and Conditions.  N-Play may track and monitor IP addresses and other information of buyers to detect and monitor Shill Offers.  Any individual believing a party is placing bad-faith offers or artificially inflating offers should contact N-Play via e-mail at report@n-play.com.  Any party, including an agent, who is found to have placed a Shill Offer will immediately be removed and permanently barred from all N-Play Listings.  Any agent representing a buyer who has been found to have placed a Shill Offer may be barred from any further use of the N-Play service.
21. Appealing Suspension from All N-Play Listings
    If a buyer believes he or she has been improperly suspended from all N-Play Listings, the buyer may contact N-Play at appeals@n-play.com and provide justification for why his or her suspension should be reversed.  In the sole discretion of N-Play, the suspension may be reversed.
22. Termination of Listing by Seller
    A seller may terminate an N-Play Listing while offers are pending.  All buyers participating in a terminated listing will be notified via e-mail.
23. Offer Updates
    “Property Watch” allows any person to receive updates on N-Play Listings via e-mail.  Parties do not have to be a registered user, but must provide a valid e-mail address.  Property Watch participants agree to be opted-in to the N-Play e-mail program to receive e-mail notices, updates or advertisements related to N-Play.
24. More Property Information
    More property information is provided through linkage to third-party websites that display information about the featured property or by content or information directly provided by the listing agent.  N-Play neither endorses nor is responsible for the accuracy or reliability of any content, opinion, advice, or statement made or provided by any third party or the listing agent in conjunction with the use of N-Play Services.  Under no circumstance shall N-Play or its affiliates, or any of their officers, directors, employees or agents be liable for any loss, damage, or harm caused by your reliance on information obtained through N-Play Services.  It is your responsibility to evaluate the information, opinion, advice or other content available through N-Play Services.
25. Reporting Technical Problems
    Any party experiencing a technical problem should report the problem through the customer service contact located under the “How N-Play Works” tab.