This document sets forth the terms on which AgentRank.com makes the AgentRank(TM) API (as defined below) available for use by approved licensees on other Web sites. By using the AgentRank(TM) API, you and the organization identified in your application for the AgentRank(TM) API ("you") agree to be bound by the following terms of use ("API Terms of Use").

The following terms apply to the AgentRank(TM) API (defined below), to the extent you are approved for one, the other, or both versions of the AgentRank(TM) API.

1. AgentRank(TM) API.
    The AgentRank(TM) API is AgentRank.com's service that allows anyone to retrieve certain data provided by individual real estate agents in the United States of America ("Ranking Component Data"). The AgentRank(TM) API consists of multiple application program interfaces for retrieving various Ranking Component Data. AgentRank.com may release subsequent versions of the AgentRank(TM) API and require you to obtain and use the most recent version. New versions may not be compatible with your previous implementation. AgentRank.com will identify releases at http://blog.agentrank.com and http://groups.google.com/group/agentrank-api.

2. License to AgentRank(TM) API & Data.
    This license is subject to the following restrictions:
    * You agree that you will provide the Ranking Component Data to users on "as is" terms.
    * You may present the Ranking Component Data only on a transactional basis. You will not permit your users to access the Ranking Component Data in bulk.
    * You may not retain any copies of the Ranking Component Data. Your license to Ranking Component Data is limited to making direct server calls to AgentRank.com for the Ranking Component Data and to distributing the Ranking Component Data to your end user on your Web site(s), immediately upon receipt by your servers.
    * You may not present the Ranking Component Data (or permit the Ranking Component Data to be presented) so that it appears to be available from a third party Web site.
    * You may not use the Ranking Component Data for direct marketing (i.e., mailing) or telemarketing lists.
    * You may not separately extract and provide or otherwise use data elements from the Ranking Component Data to enhance the data files of third parties.
    * You further agree not to otherwise reproduce, modify, distribute, decompile, disassemble or reverse engineer any portion of the AgentRank(TM) API or any data provided by AgentRank.com.
    * You are limited to one thousand (1000) calls to the API per day. AgentRank.com may approve higher daily call limits if you adhere to these API Terms of Use and pass a AgentRank audit and review.
    * You must provide attribution to AgentRank.com when displaying any Ranking Component Data.
    * You must link back to an agent's profile page on AgentRank.com when displaying any Ranking Component Data associated with that agent.

3. License to AgentRank Brand & Links.
    You agree, and AgentRank.com grants you a license, to implement the AgentRank name, logo(s), and links to AgentRank.com (the "AgentRank Brand & Links") on any Web page incorporating the AgentRank(TM) API and/or Ranking Component Data, in accordance with the AgentRank(TM) API Network Branding Requirements.

4. Acceptable Use.
    You agree not to use the AgentRank(TM) API, Ranking Component Data, or AgentRank Brand & Links in any way that is unlawful, or harms AgentRank.com, its service providers, its suppliers, your end users, or any other person. Further, pursuant to Section 10 below, AgentRank.com may terminate your use of the AgentRank(TM) API, Ranking Component Data and AgentRank Brand & Links if and when AgentRank.com determines that your use is inappropriate.

5. Limited Relationship.
    You and AgentRank.com are independent contractors, and nothing in these API Terms of Use shall be construed as creating an employer-employee relationship, a partnership, or a joint venture. While you may publicly refer to the fact that you have implemented the AgentRank(TM) API, you agree not make any other public statements that assert or imply any other relationship with AgentRank.com, unless you have AgentRank.com's prior written approval.

6. Indemnity.
    You agree to hold harmless and indemnify AgentRank.com, and its subsidiaries, affiliates, officers, agents, employees, and suppliers, from and against any third party claim arising from or in any way related to your or your users' use of the AgentRank(TM) API or Ranking Component Data, use of AgentRank Brand & Links other than as set forth in the AgentRank(TM) API Network Branding Requirements, violation of these API Terms of Use or other actions connected with use of AgentRank.com services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, AgentRank.com will provide you with written notice of such claim, suit or action.

7. NO WARRANTY.
    AgentRank.com PROVIDES THE AgentRank(TM) API, Ranking Component Data, AND AgentRank BRAND & LINKS "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE," AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AgentRank.com AND ITS SUPPLIERS MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. AgentRank.com AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (A) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (B) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (C) WARRANTIES OR CONDITIONS OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE.

8. LIABILITY LIMITATION; EXCLUSIVE REMEDY.
    IN NO EVENT WILL AgentRank.com OR ANY SUPPLIER BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THESE API TERMS OF USE OR YOUR USE OF AgentRank(TM) API, Ranking Component Data, OR AgentRank BRAND & LINKS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES UNDER THIS PARAGRAPH IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (A) BREACH OF CONTRACT, (B) BREACH OF WARRANTY, (C) NEGLIGENCE, OR (D) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IF YOU DO NOT AGREE WITH ANY PART OF THESE API TERMS OF USE, OR YOU HAVE ANY DISPUTE OR CLAIM AGAINST AgentRank.com OR ITS SUPPLIERS WITH RESPECT TO THESE TERMS OF USE OR THE SERVICES, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE AgentRank(TM) API, Ranking Component Data, AND AgentRank BRAND & LINKS.

9. Intellectual Property.
    The AgentRank(TM) API, Ranking Component Data, and AgentRank Brand & Links are the property of AgentRank.com, and subject to the intellectual property rights of AgentRank.com and its licensors. (c) 2006 AgentRank.com. All rights reserved.

10. Changes.
    AgentRank.com reserves the right to change the API Terms of Use, and you are responsible for regularly reviewing these API Terms of Use. Your continued use of the AgentRank(TM) API and/or Ranking Component Data after the effective date of such changes will constitute acceptance of and agreement to any such changes. AgentRank.com may suspend or discontinue the Services at any time to you and/or to others, without notice.

11. Termination.
    AgentRank.com may change, suspend or discontinue the AgentRank(TM) API and suspend or terminate your use of the AgentRank(TM) API, Ranking Component Data, and/or AgentRank Brand & Links at any time for any reason, without notice. You may also terminate by ceasing to use the AgentRank(TM) API, Ranking Component Data, and AgentRank Brand & Links, removing implementation of the AgentRank(TM) API from your Web site(s), and deleting all copies of the Ranking Component Data and AgentRank Brand & Links.

12. Choice of Law; Disputes.
    These API Terms of Use are governed by the laws of the State of Washington, without giving effect to its conflict of laws provisions. You agree to submit to exclusive jurisdiction and venue in the state and federal courts sitting in King County, Washington, for any and all disputes, claims and actions arising from or in connection with the Services and/or these API Terms of Use. In any dispute arising under this Agreement, the prevailing party will be entitled to attorneys' fees and expenses.

13. General.
    You represent that you have the authority to bind the organization (if any) identified in your application for the AgentRank(TM) API. You agree not to export from anywhere any part of the AgentRank(TM) API, Ranking Component Data, or AgentRank Brand & Links provided to you or any direct product thereof except in compliance with, and with all licenses and approvals required under, applicable export laws, rules and regulations. If provided to the U.S. government, the AgentRank(TM) API, Ranking Component Data, or AgentRank Brand & Links are provided with the commercial license rights described herein. If any part of these API Terms of Use is determined to be invalid or unenforceable, then the invalid or unenforceable provision will be replaced with a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these API Terms of Use will continue in effect. The section titles in these API Terms of Use are solely used for the convenience of the parties and have no legal or contractual significance. AgentRank.com may assign these API Terms of Use, in whole or in part, at any time with or without notice to you. You may not transfer, assign, or delegate the API Terms of Use and your ZWSID to any third party. AgentRank.com's failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. Except as expressly stated herein, these API Terms of Use constitute the entire agreement between you and AgentRank.com with respect to the Services and supersede all prior or contemporaneous communications of any kind between you and AgentRank.com with respect to the AgentRank(TM) API, Ranking Component Data, or AgentRank Brand & Links.

Last revised March 2008