1. TERMS OF USE

Terms of Use Agreement ("Agreement") of SimQual, Inc. ("SIMQUAL"). This is a legal contract between you and SIMQUAL. Please read the entire Agreement carefully before accessing or using the SIMQUAL website, affiliate sites, or any information, products, software, services or other features. SIMQUAL will provide its services to you only upon your acceptance of this Agreement.

THIS AGREEMENT ESTABLISHES THE TERMS AND CONDITIONS TO WHICH YOU AGREE AND ARE SUBJECT WHEN ACCESSING OR USING THE SIMQUAL SITE. BY ACCEPTING THE TERMS OF THIS AGREEMENT, YOU ACCEPT ALL ASPECTS OF THIS AGREEMENT. EACH TIME THAT YOU ACCESS OR USE THE SIMQUAL WEBSITE, YOU REAFFIRM YOUR CONSENT TO THE THEN-EXISTING TERMS OF USE.

Except as otherwise provided, this Agreement applies to all Users of any service at SIMQUAL.

2. USE OF TERMS

In this Agreement,

a. "SIMQUAL" means "SimQual, Inc."

b. The "Site" and the "Website" refer to the website www.simqual.com.

c. "Appraiser" means a licensed real estate appraiser, appraisal company or similar appraisal professional.

d. "Affiliate User" means an organization which has established a relationship with SIMQUAL for the purposes of handling transactions through the Site.

e. "Agent" or "Real Estate Agent" means a real estate broker, sales person, agent, associate broker or similar licensed real estate professional.

f. "Covered Parties" refers to SIMQUAL its directors, officers, shareholders, employees, and agents.

g. "Homeowner" means a person who owns a residence and may be considering its sale or a person who is actively interested in purchasing a home.

h. "Other" refers to persons other than Appraisers, Real Estate Agents, and Homeowners, including but not limited to attorneys, paralegals, mortgage brokers, mortgage lenders, financial institutions and other entities and individuals.

i. "User" means any user of the SIMQUAL service, including but not limited to Appraisers, Real Estate Agents, Affiliates, Homeowners, and Others.

j. "You" refers to any User of the Site.

k. "Appraiser Profile" means a description of an Appraiser's general background and experience.

3. USE OF MATERIAL

a. You are granted a nonexclusive, nontransferable, limited license to access and use the Site in accordance with this Agreement.

b. All right, title, and interest (including all copyrights and other intellectual property rights) in SIMQUAL (in both print and machine-readable forms) belong to SIMQUAL. You acquire no proprietary interest in SIMQUAL. You may not remove or obscure the copyright notice or other notices contained in information, products, and software retrieved from SIMQUAL or the Site.

c. The contents of the SIMQUAL website, such as text, graphics, images and other material ("Material"), are protected by copyright under both United States and foreign laws except where otherwise noted. Unauthorized use of the Material may violate copyright, trademark and other laws. You must retain all copyright and other proprietary notices contained in the original Material on any copy you make of the Material.

d. You must receive express permission from SIMQUAL if you (a) sell or modify the Material or reproduce, display, publicly perform, distribute, decompile, reverse engineer, disassemble, rent, lease, loan, sublicense, or create derivative works from SIMQUAL, which includes the information and software made available therein; (b) copy, modify, reproduce, republish, distribute, transmit or use for commercial or public purposes SIMQUAL, except to the extent required in order for you to use the SIMQUAL website in the manner expressly intended by SIMQUAL; (c) export or re-export SIMQUAL in violation of the export control laws and regulations of the United States of America; (d) the use of the Material on any other website or in a networked computer environment for any purpose. Please contact SIMQUAL regarding these or related matters at corporate@simqual.com.

e. If you violate the previous term or any other terms herein contained, SIMQUAL shall have the right to recover damages from you in an amount equal to (1) three times SIMQUAL's actual damages or (2) the maximum allowable under the law, whichever is more.

f. In that all data provided by SIMQUAL is obtained from public records, and other outside sources, SIMQUAL has used its best efforts but does not make any representations that such data is accurate, and you use this data at your own risk.

g. There is not necessarily a relationship between SIMQUAL and the third party owners of any websites accessible through hot links in SIMQUAL, and those third party owners and their licensees retain all right, title and interest (including all copyrights and other intellectual property rights) in such third party websites and the materials available therein.

h. You may provide hot links to the SIMQUAL website from locations outside the SIMQUAL website provided (a) you link only to the home page www.simqual.com, (b) you do not remove or obscure, by framing or otherwise, advertisements, the copyright notice or other notices in the SIMQUAL website, (c) you give SIMQUAL timely notice of such link by sending an e-mail message to corporate@simqual.com and (d) you discontinue providing hot links to the SIMQUAL website if notified by SIMQUAL.

4. ACCESS TO SIMQUAL

a. Information, products, software, services and features may be added to or withdrawn from the Site at SIMQUAL's sole discretion, and SIMQUAL otherwise be changed without notice.

b. The SIMQUAL website contains links to third party Web sites. These links are provided solely as a convenience to you and not as an endorsement by SIMQUAL of the contents of such third-party Web sites. SIMQUAL is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third party Web sites. If you decide to access the linked third-party Web sites, you do so at your own risk.

5. MODIFICATION OR DISCONTINUATION OF SERVICE

a. SIMQUAL does not guarantee continuous, uninterrupted or secure access to our services, and operation of the Site may be interfered with by numerous factors both inside and outside of our control. From time to time, system maintenance will be necessary, and, under such circumstances, SIMQUAL will notify its users in advance by posting a message on the Site and/or sending an email notice to registered members' email addresses.

b. SIMQUAL reserves the right to modify or discontinue the site or any portion thereof with or without notice to any User.

c. SIMQUAL shall not be liable to any User or other party should SIMQUAL exercise its right to discontinue the site.

6. SYSTEM INTEGRITY

a. As a User you agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any service being performed by the Site.

b. As a User you agree not to take any action that imposes an unreasonable or disproportionately large load on our infrastructure.

c. If you are issued a password, you agree not to disclose your password to any third party or use your password for any unauthorized purpose.

THE FOLLOWING PARAGRAPH 7 APPLIES TO REAL ESTATE AGENTS USING THE SIMQUAL WEBSITE:

7. RESPONSIBILITIES OF REAL ESTATE AGENTS

a. By using the SIMQUAL website, you as a Real Estate Agent represent, warrant and agree that:

i. You are of legal age and are otherwise capable of forming a legally binding contract;

ii. You understand that SIMQUAL may not conduct comprehensive audits of Appraisers' Profiles or other information that has been submitted by the Appraisers;

b. You will not use any service provided by SIMQUAL to impersonate or portray another person or entity, to communicate under a false name or name you are not authorized to use, or otherwise engage in false or fraudulent practice(s). Furthermore, you recognize that fraudulent use(s) of any service provided by SIMQUAL may subject you to liability.

c. SIMQUAL is completely independent from you. You and SIMQUAL are not engaged in any agency, partnership, joint venture, employee-employer, franchisee-franchiser or other type of relationship and no such relationship(s) are intended nor created by this Agreement.

THE FOLLOWING PARAGRAPH 8 APPLIES TO HOMEOWNERS AND OTHER USERS OF THE SIMQUAL WEBSITE:

8. RESPONSIBILITIES OF HOMEOWNERS

a. By using the SIMQUAL website, you as a Homeowner represent, warrant and agree that:

i. You are of legal age and are otherwise capable of forming a legally binding contract;

ii. You understand that SIMQUAL may not conduct comprehensive auditing of the information submitted by appraisers;

b. You will not use any service provided by SIMQUAL to impersonate or portray another person or entity, to communicate under a false name or name you are not authorized to use, or otherwise engage in false or fraudulent practice(s). Furthermore, you recognize that fraudulent use(s) of any service provided by SIMQUAL may subject you to liability.

THE FOLLOWING PARAGRAPH 9 APPLIES TO AFFILIATE USERS OF THE SIMQUAL WEBSITE:

9. RESPONSIBILITIES OF AFFILIATE USERS

a. By using the SIMQUAL website, you as an Affiliate represent, warrant and agree that:

i. You will always submit true, complete and accurate information to SIMQUAL and its Users;

ii. You will maintain and promptly update information submitted to SIMQUAL to keep it true, complete and accurate; and

b. You will never transfer or assign your affiliation with another entity without prior express permission from SIMQUAL.

c. You are of legal age and are otherwise capable of forming a legally binding contract;

d. You will comply with the Affiliate Requirements, and

e. You will not use any service provided by SIMQUAL to impersonate or portray another person or entity, to communicate under a false name or name you are not authorized to use, or otherwise engage in false or fraudulent practice(s). Furthermore, you recognize that fraudulent use(s) of any service provided by SIMQUAL may subject you to liability.

f. SIMQUAL is completely independent from you. You and SIMQUAL are not engaged in any agency, partnership, joint venture, employee-employer, franchisee-franchiser or other type of relationship and no such relationship(s) are intended nor created by this Agreement.

10. WARRANTY DISCLAIMER

THE WEBSITE IS PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS AND SIMQUAL AND EACH THIRD PARTY SUPPLIER EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11. LIMITATION OF LIABILITY

a. A Covered Party (as defined below) shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting from, arising out of or any way related to:

i. any errors in or omissions from SIMQUAL,

ii. any third party websites or content therein directly or indirectly accessed through hot links in the SIMQUAL website, including but not limited to any errors in or omissions therefrom,

iii. the unavailability or interruption of the SIMQUAL website or any portion thereof,

iv. your use of the SIMQUAL website (regardless of whether you received any assistance from any Covered Party),

v. the content of the SIMQUAL website,

vi. any inaccuracies or mistakes obtained by public records or other outside sources, or

vii. any delay or failure in performance by SIMQUAL or any Covered Party.

b. "Covered Party" means SIMQUAL, its successors, representatives, principals, employees, servants, agents, administrators, attorneys, affiliated corporations, parent corporations, subsidiaries, assigns, and licenses.

12. USER REPRESENTATIONS; INDEMNIFICATION

a. You hereby represent and warrant that (a) any information you have provided to SIMQUAL is true and accurate, (b) you will at all times comply with all applicable laws, rules, and regulations with respect to your use of the SIMQUAL website, (c) you will comply at all times with this Agreement.

b. You will indemnify and hold harmless all Covered Parties against any and all judgments, settlements, penalties, costs and expenses (including attorneys' fees) paid or incurred in connection with claims due to, resulting from or arising in connection with activities and information which are performed, made, distributed, displayed, transmitted or published by you, including but not limited to those attributable to (a) infringement, misappropriation or violation of any copyrights or other proprietary rights of any third party, and (b) errors in or omissions from such activities and information. SimQual, Inc. is not responsible for any appraisal reports content. Each State licensing requires the appraiser that signs the report, is the responsible party for the appraisal report contents.

c. You agree to defend all Covered Parties against any cause of action or proceeding which arises in connection with any claim or proceeding due to, resulting from or arising in connection with activities and information which are performed, made, distributed, displayed, transmitted or published by you. Your obligation to indemnify the Covered Parties will survive the expiration or termination of this Agreement by you or any Covered Party for any reason. You shall pay for the defense, including costs and/or attorneys' fees, of any such third party action arising as described herein unless the Covered Parties agree otherwise.

13. SIMQUAL PRIVACY STATEMENT

Registration and certain other information about you is subject to our Privacy Statement. For information, please review our full policy at Privacy Policy Statement.

14. SIMQUAL REFUND AND PRICING POLICY

There are no refunds for completed appraisals. The fee for a cancellation request will be dependent on the level of completion at the time of the request.

Scheduled appointments that result in a no-show by the contact will incur a minimum of $75 trip fee.

Special properties and high-value properties may incur an additional charge.

15. MISCELLANEOUS

a. This Agreement may be changed from time to time as described below or by written agreement. Charges and payment terms may be changed in accordance with your applicable price schedule; SIMQUAL may change all other provisions immediately upon notice. Your access to the SIMQUAL website may be terminated immediately upon notice to SIMQUAL if any change is unacceptable. Continued use of SIMQUAL following any change constitutes acceptance of the change.

b. SIMQUAL or the User may terminate the subscription for access to the SIMQUAL website. The effective date of termination shall be ten days after the receipt of an appropriate notice of termination, unless a later date is specified in the notice. SIMQUAL may suspend or discontinue providing your access to the SIMQUAL website without notice and pursue any other remedy legally available to you if you fail to comply with any of your obligations hereunder.

c. Except as otherwise provided herein, all notices and other communications hereunder shall be in writing or displayed electronically in the SIMQUAL website. Notices shall be deemed to have been properly given on the date deposited in the U.S. mails, if mailed; on the date first made available, if displayed in the SIMQUAL website; or on the date received, if delivered in any other manner.

d. Users may not assign their rights or delegate their duties without the prior written consent of SIMQUAL.

e. The Agreement shall be governed by and construed in accordance with all applicable Massachusetts State and Federal laws. Both parties submit to jurisdiction in Essex County, Massachusetts.

f. Each third party supplier of Materials has the right to assert and enforce these provisions directly on its own behalf as a third party beneficiary.

g. Should any part of this Agreement be held invalid or unenforceable as written, that portion shall be reformed to reflect the original intentions of the contract and the remaining portions will remain in full force and effect. If the contemplated purpose of any provision of this Agreement be held unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.

h. Our failure to act with respect to a breach of this Agreement by you or others does not waive our right to act with respect to subsequent or similar breaches.