N-Play Terms and Conditions

Background
N-Play RE, LLC (“N-Play”) develops and markets web-based services utilized by realtors and real estate agents to facilitate real estate sales (“N-Play Services”). Using N-Play Services, buyers make and modify non-binding offers on a real estate listing. The offers are automatically sorted, ranked and displayed in real time based on the seller’s preferred price and selling conditions. An e-mail communication system keeps all parties (buyer, seller, agent) informed of activity. The process is non-binding on all parties. The objective is for a seller to receive a suitable offer. Upon a seller selecting a suitable offer, a Memorandum of Understanding (“MOU”) containing the terms of the offer are circulated to the buyer, the seller and the agent. The MOU is a guide for the parties to enter into a legally binding contract.

Intellectual Property
N-Play is a registered trademark of N-Play RE, LLC. All rights reserved. “Selling Faster, Better, Smarter” is a registered service mark of N-Play RE, LLC. These and other N-Play graphics, logos, service marks, and trademarks of N-Play RE, LLC may not be used without prior written consent of N-Play RE, LLC. All other trademarks, product names, company names, and logos are the property of their respective owners.

Role of N-Play
N-Play Services are strictly limited to providing services for a realtor or real estate agent’s website to allow buyers to communicate anonymous, non-binding offers to a seller. N-Play is not responsible for and does not engage in brokering, auctioning, selling, purchasing, exchanging or leasing posted properties or providing a multiple listing service. N-Play does not counsel sellers or buyers, show properties, negotiate sales contracts, or hold a position of trust and confidence. No broker relationship or any agency of fiduciary relationship is intended to be or shall be deemed to have been created between N-Play and any seller or buyer of real estate. N-Play makes no representations about properties associated with N-Play Services, about the sellers of such properties, about the accuracy of information provided by such sellers, or about the financial capabilities of prospective buyers. N-Play does not claim to broker transactions. YOU ARE ADVISED TO PERFORM ALL DUE DILIGENCE BEFORE ENTERING INTO A BINDING CONTRACT TO PURCHASE PROPERTY. YOU ARE ADVISED TO SEARCH PUBLIC AND LAND RECORDS OF THE JURISDICTION WHERE THE PROPERTY IS LOCATED AND TO DETERMINE ANY TAX, REGULATORY, ZONING, ENVIRONEMENTAL OR OTHER MATTERS CONCERNING THE PROPERTY. YOU ARE ADVISED TO INSPECT THE PROPERTY AND TO USE THE HELP OF A LICENSED REAL ESTATE PROFESSIONAL AND A REAL ESTATE ATTORNEY.

Registration Obligations
You agree to provide and maintain true, accurate, current and complete information about yourself as prompted during use of N-Play Services. If you provide false or misleading information, or N-Play or the website hosting the N-Play Services has reason to believe you have provided such information, then N-Play or the website hosting the N-Play Services may suspend or terminate your account.

ProhibitionAgainst Binding Sale
No User, Seller or Buyer may alter these terms. ALL PARTIES ARE EXPRESSLY PROHIBITED FROM USING N-PLAY SERVICES TO CONDUCT BINDING AUCTIONS.

Conduct and Obligations
N-Play and the website hosting N-Play Services reserve the right to suspend or terminate your participation in any and all N-Play Services if it is believed that you have violated any of these Terms of Use.

Interstate Nature of Communications
When you register for N-Play Services, you acknowledge that electronic communications will be sent through the World Wide Web, portions of which are located through the United States and abroad. As a result of the nature of electronic communications, communications that seem to be intrastate in nature can result in interstate and international transmission regardless of where parties are located. N-Play Services will allow you to communicate with sellers and real estate agents and brokers. Such communications may be stored on the real estate agent or broker’s website or N-Play’s servers.

Indemnification
You agree to indemnify and hold N-Play, its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorney’s fees, made by any third party due to or arising out of any content you submit, post, transmit or otherwise make available through registration or N-Play Services, your association with N-Play Services, your violation of these Terms of Use, or your violation of any rights of another.

No Resale or Assignment
You agree not to resale, assign, reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of N-Play Services (including your account or an offer).

Termination
You agree that N-Play or a website hosting N-Play Services may, without prior notice, immediately terminate your N-Play account and access to N-Play Services. Cause for such termination shall include, but not be limited to, breach of these Terms of Use, a breach of the N-Play Service Policies, a request by you, unexpected technical or security issues or problems, extended period of inactivity, or engagement by you in illegal or misleading activities. You acknowledge that termination may be made in N-Play’s sole discretion and that N-Play shall not be liable to you or any third party for any termination of your account or access to N-Play Services.

Disclaimers and Limitation of Liability
You expressly agree that participation in N-Play Services is at your sole risk. Neither N-Play nor its affiliates nor any of their officers, directors, employees, agents, third party content providers, merchants, sponsors, or licensors (collectively “providers”), or the like warrant that N-Play Services will be uninterrupted or error free, nor do they make any warranty as to the results that may be obtained from the use of N-Play Services, or as to accuracy or liability, or currency of information, content, service, or merchandise provided through N-Play Services.

N-PLAY SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. N-PLAY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF N-PLAY SERVICES, INFORMATION, CONTENT, MATERIALS, OR PRODUCTS, INCLUDED ON A WEBSITE OR WITH N-PLAY SERVICES. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, N-PLAY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. N-PLAY WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF N-PLAY SERVICES, INCLUDING, BUT NOT LIMITED TO, DIRECT, IN-DIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY N-PLAY NOR ITS AFFILIATES, NOR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PROVIDERS OR THE LIKE, SHALL CREATE A WARRANTY; NOR SHALL YOU RELY ON ANY SUCH INFORMATION OR ADVICE.

Under no circumstance shall N-Play or any other party involved in creating, producing, or distributing N-Play Services, be liable for any direct, in-direct, incidental, special, or consequential damages that result from the use or inability to use N-Play Services, including, but not limited to, reliance by you on any information obtained from N-Play Services or that result from mistakes, omissions, interruptions, deletion of files or e-mail, errors, defects, viruses, delays in operation or transmission, or any failure of performance, whether or not resulting from Acts of God, communications failure, theft, destruction, or unauthorized access to N-Play Services, records or software, programs, or services. You hereby acknowledge that this paragraph shall apply to all content, merchandise, and services available through N-Play Services. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, in such states liability is limited to the fullest extent permitted by law.

Proprietary Rights
You acknowledge that N-Play Services contain information, data, software, photographs, graphs, videos, graphics, and other material (collectively, “Content”) that is protected by copyrights, trademarks, trade secrets, or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or after developed. All Content is copyrighted under the U.S. copyright laws, and N-Play owns a copyright in the selection, coordination, arrangement, and enhancement of such content. You may not modify, remove, delete, augment, add to, publish, transmit, or participate in the transfer or sale of, create derivative works from, or in any way exploit any of the content, in whole or in part. You may not upload, post, reproduce, or distribute in any way content protected by copyright, or other proprietary right, without obtaining permission of the owner of the copyright or other proprietary right.

Third Party Content
N-Play is a provider, publisher and distributer of website services supplied to realtors and real estate agents. N-Play has no editorial control over third party content published on websites. Any opinions, advice, statements, services, offers, or other information that constitutes part of content expressed or made available by third parties are those of the respective authors, licensees or distributors and not of N-Play. Neither N-Play nor its affiliates, nor any of their officers, directors, employees, or agents, nor any third party, including any licensee, or any other user of N-Play Services, guarantees the accuracy, completeness or usefulness of any content, nor its merchantability or fitness for any particular purpose. In many instances, the content available through N-Play’s Services represents the opinions and judgments of the respective provider or user. N-Play neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, or statement made by any third party 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.

Export
The United States export control laws regulate the export and re-export of technology originating in the United States. This includes electronic transmission of information software to foreign countries and to certain foreign nationals. You agree to abide by these laws and their regulations, including, but not limited to, the Export Administration Act and the Arms Export Control Act and not to transfer, by electronic transmission or otherwise, any content derived from N-Play Services to either a foreign national or a foreign destination in violation of such laws.

Modification of Terms of Use
N-Play reserves the right at any time and from time to time to modify these Terms of Use with or without notice. You agree that N-Play shall not be liable to you or to any third party for any modification of these Terms of Use.

Authority to Enter into Contracts
You acknowledge that you are of legal age and have valid authority to enter into a binding contract. If you are the agent of another person, association, entity or trust, you acknowledge that your principal is in valid existence.

Applicable Law
N-Play Services are created and controlled by N-Play in the state of Florida. As such, the laws of the state of Florida will govern disclaimers, terms and conditions, without giving effect to any principals of conflicts of laws. N-Play reserves the right to make changes to N-Play Services and these disclaimers, terms and conditions at any time. You hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the state of Florida and of the United States of America, located in the state of Florida for any litigation arising out of or relating to the use of N-Play Services.

Severability
The provisions of these Terms of Use are intended to be severable. If for any reason any provision of these Terms of Use shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner effecting the validity or enforceability thereof in any other jurisdiction or the main provisions hereof in any jurisdiction.

Acknowledgment
These Terms of Use, including all documents referenced herein, represent the entire understanding between you and N-Play regarding your relationship with N-Play and supersedes any prior statement or representations.

No Third Party Beneficiary
Nothing expressed or implied in these Terms of Use is intended or shall be construed to confer upon or give any individual or legal entity, other than the parties to these Terms of Use and their respective legal representatives and permitted successors and assigns, any rights or remedies under or by reason of these Terms of Use.

Assignment
These Terms of Use shall not be assignable by you without the written consent of N-Play.

Notice
All notices, shall be delivered via e-mail, in person or mailed by certified mail, return receipt requested, and, if mailed, shall be deemed to have been given on the date of the posting of the mail, to the party at its last known e-mail address.

Equitable Relief
In the event of a breach or threatened breach by any party bound by these Terms of Use of any of such party’s obligations hereunder, the parties hereto acknowledge that all other parties bound by these Terms of Use will not have an adequate remedy at law and shall be entitled to such equitable and injunctive relief as may be available to restrain a violation or threatened violation of the provisions of these Terms of Use or to enforce the provisions hereof. Nothing herein shall be construed as prohibiting any party from pursuing any other remedies available to such party for such breach or threatened breach, including the recovery of damages.

Headings
The headings and captions under the paragraphs of these Terms of Use are for convenience and reference only and do not in any way modify, interpret or construe the intent of the parties or the effect of the provisions of these Terms of Use.