EQUATOR VENDOR SERVICES AGREEMENT

IMPORTANT - PLEASE READ CAREFULLY:

This Vendor Services Agreement (this "Agreement") constitutes a valid and binding agreement between Equator, LLC ("EQ") and the entity completing and entering into this Agreement ("Vendor") and governs Vendor's use and access to the Equator Workstation.

BY COMPLETING THIS AGREEMENT AND CLICKING "I AGREE" WHERE INDICATED, VENDOR: (I) EXPRESSLY AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT; (II) REPRESENTS AND WARRANTS THAT, IF VENDOR IS AN INDIVIDUAL, VENDOR IS OF LEGAL AGE AND CAPACITY TO ENTER INTO A BINDING AGREEMENT; AND (III) REPRESENTS AND WARRANTS THAT, IF VENDOR IS A CORPORATION, GOVERNMENTAL ORGANIZATION OR OTHER LEGAL ENTITY, THE INDIVIDUAL CLICKING "I AGREE" HAS THE RIGHT, POWER AND AUTHORITY TO ENTER THIS AGREEMENT ON BEHALF OF VENDOR AND BIND VENDOR TO ITS TERMS . IF VENDOR DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, IT MAY NOT ACCESS, USE OR POST ANY INFORMATION ON THE EQUATOR WORKSTATION. THIS AGREEMENT IS SUBJECT TO CHANGE WITHOUT NOTICE. THE MOST CURRENT AND CONTROLLING VERSION OF THIS AGREEMENT IS PUBLISHED BY EQ AT WWW.EQUATOR.COM (ALONG WITH ANY SUCCESSOR EQ WEBSITE, THE "EQ WEBSITE"). ,VENDOR'S CONTINUED USE OF THE WORKSTATION CONSTITUTES: (I) VENDOR'S AGREEMENT TO AND ACCEPTANCE OF THE CURRENT VERSION OF THIS AGREEMENT, (II) ANY CHANGES, UPDATES AND/OR AMENDMENTS TO THIS AGREEMENT AS POSTED ON THE EQ WEBSITE , AND (III) VENDOR'S AGREEMENT AND ACKNOWLEDGEDMENT THAT SUCH VERSION WILL APPLY TO VENDOR'S SERVICES PERFORMED HEREUNDER AT THAT TIME.

EQ has created an electronic web distributed workstation that automates various stages of the default process (the "Equator Workstation") and pursuant to the terms set forth in this Agreement, Vendor desires to promote and offer its services through the Equator Workstation. In consideration of the mutual covenants and undertakings of the parties, the sufficiency of which is hereby acknowledged, EQ and Vendor each hereby agree as follows:

1. EQ's Obligations.

1.1 EQ will maintain the Equator Workstation to allow real estate brokers, agents, asset managers, vendors and sellers to interface and connect online to manage and transact on real properties and engage related services. The Equator Workstation will provide a platform to facilitate ordering, status communication, completion communication, invoicing completion, paperless document completion and any other applicable EQ services and delivery between Vendor and any third party entities soliciting and engaging Vendor's services ("Customers").

1.2 EQ will implement and maintain industry-standard security measures to protect the integrity of the Equator Workstation and any Confidential Information (as defined below) provided through the Equator Workstation.

1.3 During the term of this Agreement and in accordance with the terms and conditions set forth in this Agreement, EQ grants Vendor, and Vendor hereby accepts, a personal, limited, non-transferable, non-sublicensable, non-exclusive, revocable license to access and use the internet portal for vendors ("EQ Vendor"), which is a component of the Equator Workstation and resides on the internet within the www.equator.com web site, in connection with Vendor's business, including, without limitation, to offer and provide services to users of the Equator Workstation.

2. Vendor's Obligations.

2.1 Solicitations and purchases of Vendor's services on the Equator Workstation are subject to the specific terms and conditions prescribed by Vendor and EQ shall have no responsibility or liability in connection therewith. Vendor understands and agrees that it shall be solely responsible for (i) the accuracy of any information posted by Vendor or pertaining to Vendor's services on the Equator Workstation, (ii) ensuring that any Vendor information posted on or provided through the Equator Workstation complies with any consumer protection, intellectual property, or any other applicable laws, rules, regulations and guidelines, and (iii) the proper provision and completion of any services offered by Vendor, including resolution of any problems arising from such services directly with any Customers, and Vendor expressly understands and agrees that it shall be solely liable, and indemnify and hold EQ harmless in accordance with Section 7 below, for any failures, problems or claims related thereto or arising therefrom.

2.2 Vendor understands and agrees that it will establish and maintain a separate contractual relationship with each Customer engaging its services through the Equator Workstation, and that Vendor shall invoice each Customer directly or through EQ's invoicing system for its services. Vendor further understands and agrees that EQ shall in no manner participate in, or be liable for, any non-payment or billing dispute with any Customer, and that any fees due EQ pursuant to this Agreement will be due and payable in full regardless of the payment status of any Customer.

2.3 Vendor agrees that EQ has no responsibility with respect to determining whether sales tax or other fees apply to any transactions provided through the Equator Workstation nor will EQ have any obligation or responsibility to collect, report or remit any such taxes to the appropriate tax authority.

2.4 Vendor will ensure that all financial transactions are conducted in accordance with applicable state and federal law, and that the confidentiality and storage of any personally identifiable information of a consumer is adequately protected in the manner required by applicable law, including, without limitation, the Gramm-Leach-Bliley Act (15 USC §6801 et. seq., as may be amended).

2.5 Vendor assumes full and complete responsibility for maintaining accurate and sufficient account information within the EQ Vendor internal portal. Vendor shall ensure that the mailing address, internet address, e-mail address and contact person(s) are current and Vendor acknowledges that such contact information will serve as the primary contact information for Equator any and all notifications to Vendor. Vendor further acknowledges that any and all communications sent to the contact information on record at the time of the communication has been appropriately addressed and received.

2.5.1 Vendor shall appoint a contact person(s) to be Vendor's main contact person with EQ for both operational/technical and billing issues ("Designated Liaison(s)"). Further, Vendor understands and agrees it shall provide EQ with current financial and/or credit card billing information at all times.

2.5.2 Vendor shall notify vendorhelp@equator.com in writing within twenty-four (24) hours of making changes within the EQ Vendor internal portal, including changes to addresses, e-mail contacts and the name and contact information of the Designated Liaison(s).

2.6 Vendor acknowledges and agrees that any and all data and/or documents entered or uploaded by Vendor to the Equator Workstation through EQ Vendor are the sole responsibility of Vendor and Vendor shall defend and hold each EQ Indemnified Person (as defined in Section 7) harmless from any and all actions that may arise or be related to such data and/or documents. Vendor accepts full responsibility for all non-public personal information ("NPPI") that Vendor may deliberately or inadvertently enter or upload to the Equator Workstation and shall indemnify EQ Indemnified Persons for any losses, expenses, damages, fees, liabilities and costs, including reasonable attorneys' fees, resulting from or related to such NPPI per the indemnification obligations contained herein.

3. Pricing and Payment.

3.1 There is a technology delivery fee associated with every Order accepted by Vendor, or for use of other EQ services, such as EQ Invoicing Solutions as well as a recurring monthly access fee that will be based on the number of Orders received in a month and/or whether Vendor chooses to be fully integrated with the Equator Workstation. Standard order processing fees are charged depending on the product accepted. Fees for use of additional services will apply. Please refer to the current Fee Schedule in Exhibit A.

3.2 Vendor understands and agrees that as an express condition to be posted on the Equator Workstation, it shall provide to EQ and at all times maintain a valid credit card for any charges incurred pursuant to this Agreement; and Vendor expressly authorizes EQ to use Vendor's credit card for any and all such charges. At the conclusion of each calendar month, EQ will charge to Vendor's credit card or invoice Vendor directly, such payment method as decided by EQ in EQ's sole discretion, for: (i) the applicable amount due for each Order placed through the Equator Workstation in accordance with the current Fee Schedule set forth in Exhibit A and (ii) amounts due for use of other EQ services. Any invoice submitted to Vendor by EQ for charges incurred pursuant to this Agreement shall be due within thirty (30) days from the date of such invoice. As used in this Agreement, "Order" shall mean any order for Vendor's products or services through the Equator Workstation. Each individual Vendor product or service shall constitute a unique Order. For the avoidance of doubt, multiple or repeat orders placed on the same property shall each constitute unique Orders. In addition, a charge or an invoice may include billing for orders Vendor received and accepted through the Equator Workstation that a Customer cancelled. EQ's current cancellation charge schedule is set forth in Exhibit A. It is your responsibility to pay the EQ invoice in full when received.

3.3 EQ shall have the right to remove Vendor from the Equator Workstation, which shall include turning off Vendor's access and/or limiting the ability for future orders to be assigned to Vendor, if any charge applied by EQ is not accepted by Vendor's credit card for any period more than thirty (30) days or any invoice submitted by EQ is not paid by Vendor within thirty (30) days from the date of invoice, and Vendor shall have the sole responsibility to ensure updated credit card information is provided to EQ. Any amounts not paid within such thirty (30) days shall be subject to a late penalty fee of one and one-half percent (1.5%) interest per month or, if lower, the highest rate permitted by applicable law, from the applicable due date until the overdue amount is paid. Vendor further expressly understands and agrees that it shall be responsible for any and all costs of collection incurred following any late payment, including legal fees and related expenses. EQ may change any fees set forth herein at any time with thirty (30) days prior notice to Vendor by e-mail to the current email account on file in Vendor's account settings or by written notice to the current address of Vendor's accounts payable department. It is Vendor's affirmative duty to ensure that the email address and accounts payable address in its account settings remains current as any notice sent to the email account and/or accounts payable address on file with EQ for Vendor shall be deemed sufficient notice under this Agreement.

3.4 Vendor expressly understands and agrees that any Customers ordering any Vendor services solicited through the Equator Workstation shall be completed as an Order through the Equator Workstation, and Vendor circumventing, offering to circumvent, or permitting any Customer to circumvent, processing any such services as an Offer shall constitute an express material breach of this Agreement, permitting EQ, without limitation of any other rights or remedies, to immediately terminate this Agreement and prevent Vendor's access to and presence on the Equator Workstation. In addition to all other legal remedies available to EQ, EQ shall be permitted to charge Vendor for performing such services as if it were an Order, according to the applicable fee in Exhibit A.

4. Intellectual Property Rights.

4.1 Vendor acknowledges and agrees that: (i) all right, title and interest in and to the Equator Workstation, all EQ Confidential Information, all other intellectual property associated with the Equator Workstation and any derivative works of any of the foregoing are and shall be owned solely and exclusively by EQ, and Vendor irrevocably waives its right, to the extent permitted by applicable law, to claim any ownership right to any of the foregoing; (ii) all use of the Equator Workstation, and all intellectual property associated therewith, by Vendor shall inure to the exclusive benefit of EQ; and (iii) Vendor shall not at any time acquire any rights in the Equator Workstation by virtue of its use.

4.2 Vendor acknowledges and agrees that the entire contents of the Equator Workstation are copyrighted as a collective work under the United States and other copyright laws and that EQ holds the copyright in such collective work. Vendor expressly understands and agrees that in order for EQ to protect its trade secret and proprietary information, (i) Vendor shall only create user accounts for accessing the Equator Workstation that have e-mail addresses corresponding to the Company's domain, and (ii) unless otherwise expressly specified in this Agreement or agreed to by EQ in writing, Vendor shall be prohibited from allowing any entities other than its officers and employees dedicated to the promoting and offering of its services through the Equator Workstation, but at no time third party entities, to view or access the Equator Workstation under Vendor's account.

4.3 Vendor shall not (and shall not permit any third party to) (i) destroy, remove or modify any copyright, trademark, confidentiality or other proprietary marking, restrictive legends, or any other legal notice contained within or used in connection with the Equator Workstation; (ii) create or authorize new versions, modifications, enhancements or derivative works to, nor translate, reverse engineer, decompile or disassemble, the Equator Workstation or any portion thereof; and (iii) sublicense, in whole or in part, or grant a security interest in, encumber, or otherwise transfer rights to the Equator Workstation or any portion thereof.

5. Representations, Warranties and Disclaimers.

5.1 Vendor represents and warrants that: (i) the execution, delivery and performance of this Agreement has been duly authorized by all requisite corporate action on the part of Vendor; (ii) this Agreement constitutes the legal, valid and binding obligation of Vendor enforceable against it in accordance with its terms; (iii) it has the right, power, and authority to offer and fulfill any services which Vendor offers through the Equator Workstation, (iv) the data and services provided by or on behalf of Vendor are not false, inaccurate or misleading in any respect, (v) in connection with the performance of its obligations hereunder or in the listing, engagement or fulfillment of any Vendor services, Vendor will not, and the information and services Vendor provides will not, violate any applicable law, rule or regulation nor the intellectual property or personal rights of any third party; (vi) any services provided by Vendor will substantially conform to any representations provided by Vendor pertaining to such services; (vii) it has established and implemented sufficient security standards to protect any confidential and sensitive information and prevent any unauthorized access to such information; and (viii) it will at no time take any action or permit any omission to damage, compromise or otherwise negatively affect the Equator Workstation, including attempting to circumvent any security provisions established by EQ.

5.2 EQ will provide credentials and/or logins to Vendor and Vendor's approved users to enable Vendor to access the Equator Workstation. Vendor acknowledges and agrees that Vendor is solely responsible for the security, distribution and use of the Equator Workstation under Vendor's credentials and/or logins. EQ will have no responsibility for accounts not within its actual sole control. Vendor will immediately notify EQ in the event of any loss, theft or unauthorized disclosure or use of any of Vendor's credentials and/or logins or if Vendor otherwise has reason to believe that the Equator Workstation is no longer secure for any reason.

5.3 Vendor acknowledges and agrees that except for EQ's obligations regarding proper operation of the Equator Workstation as expressly set out herein, Vendor is solely responsible for safeguarding its data. Vendor is solely responsible for backup and restoration of Vendor's Data. EQ is not responsible for the accuracy and/or completion of Vendor's data.

5.4 Vendor acknowledges and agrees that unless otherwise agreed to by EQ in writing, Vendor may authorize its employees, but no other individuals or entities, to use the Equator Workstation. Vendor will keep a record of all such operators of the Equator Workstation, which record will include at least the name and address of each such operator and the date of initial access to the Equator Workstation. Vendor and any such operator may not re-market, resell or redistribute the Equator Workstation to any third person or entity. Vendor shall inform each of its operators of the terms and conditions of the Agreement and shall be responsible for any breach of such terms or conditions by any such operator. Vendor acknowledges and agrees that EQ has the right, in its sole discretion, to immediately halt any services and/or completion process or to prevent or restrict access to any portion of the Equator Workstation in order to prevent or investigate any potentially illegal or fraudulent activity and to correct any defect in the Equator Workstation.

5.5 Vendor acknowledges and agrees that EQ has the right, in its sole discretion, to immediately halt any services and/or completion process or to prevent or restrict access to any portion of the Equator Workstation in order to prevent or investigate any potentially illegal or fraudulent activity and to correct any defect in the Equator Workstation.

5.6 THE EQUATOR WORKSTATION, CUSTOMIZATION SERVICES AND OTHER RELATED SERVICES PROVIDED HEREIN (COLLECTIVELY, THE "EQUATOR SERVICES") ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, EQ DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EQ DOES NOT REPRESENT OR WARRANT THAT THE FUNCTIONS CONTAINED IN THE EQUATOR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE EQUATOR SERVICES OR THE SERVER THAT MAKES THE EQUATOR SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE EXTENT THAT EQ CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM REQUIRED UNDER SUCH LAW.

5.7 Vendor acknowledges and agrees that EQ merely provides technological tools that vendors, brokers, agents, lenders, buyers, and sellers may use to transact business on the Equator Workstation. EQ is not involved in the actual transaction between buyers, agents, lenders, service providers, asset managers, brokers, vendors and/or sellers, and is not the agent of, nor has any authority on behalf of any of the aforementioned parties or any other third party, for any purpose whatsoever. EQ cannot guarantee that any transactions through the Equator Workstation will be completed. EQ further makes no representations or guaranties regarding any services offered through the Equator Workstation.

5.8 Vendor acknowledges and agrees that EQ does not and cannot control the flow of data to or from the Equator Workstation and other portions of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or inaction of such third parties can impair or disrupt Vendor's connections to the Internet (or portions thereof). Although EQ will use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, EQ cannot guarantee that such events will not occur. Accordingly, EQ disclaims any and all liability resulting from or related to such events.

6. Limitation of Liability. EXCEPT WHERE RESTRICTED OR PROHIBITED BY LAW, EQ WILL NOT BE LIABLE TO VENDOR, SERVICE PROVIDERS, ASSET MANAGERS, BUYERS, AGENTS, BROKERS OR ANY OTHER THIRD PARTY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF BUSINESS OR PROFITS OR LOSS OF DATA THAT RESULTS OR ARISES FROM THIS AGREEMENT, OR THE USE OF, OR THE INABILITY TO USE THE EQUATOR SERVICES, EVEN IF EQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT LIABILITY MAY BE ASSESSED AGAINST EQ, IN NO EVENT WILL EQ'S TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS, LOSSES OR DAMAGES ARISING THROUGH ANY PARTY'S USE OF OR ACCESS TO THE EQUATOR WORKSTATION OR ITS SERVICES HEREUNDER, WHETHER IN CONTRACT OR IN TORT, EXCEED THE TOTAL FEES PAID BY SUCH PARTY TO EQ UNDER THIS AGREEMENT IN THE IMMEDIATE THREE (3) MONTHS PRECEDING SUCH CLAIM. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.

7. Indemnification. Vendor shall indemnify, defend, and hold harmless EQ and EQ's (and its affiliates') officers, managers, directors, employees, agents, licensors, and suppliers (collectively, "EQ Indemnified Persons") from and against all losses, expenses, damages, fees, liabilities and costs, including reasonable attorneys' fees, resulting from (i) any breach of any representation, warranty or covenant contained herein, (ii) Vendor's use of the Equator Workstation, and (iii) any transaction or attempted transaction (including, without limitation, any claims or disputes arising therefrom) between Vendor and any Customer or potential Customer of any of the products or services solicited or offered by Vendor, through the Equator Workstation or otherwise.

8. Confidentiality.

8.1 By virtue of this Agreement, Vendor may have access to information that, in whole or in part, is confidential to EQ. "Confidential Information" shall mean all information provided to, received by, or otherwise made available to Vendor, including: (i) any "non-public private information" as defined in the Gramm-Leach-Bliley Act (15 USC §6801 et. seq., as may be amended) made available to Vendor; (ii) the Equator Services, products, business models, techniques, computer systems and models, any related technology and processes arising therefrom, and any documentation thereof; (iii) the distinctive methods or procedures which EQ uses in the design, development, licensing, support, or maintenance of the Equator Workstation; (iv) the terms and pricing under this Agreement; (v) EQ's business processes and strategies, confidential lists (which shall include, but not be limited to, agent lists and vendor lists); (vi) all other information clearly identified as confidential; and (vii) any notes, summaries or other information or materials that arise out of, result from, or are derivative of any of the foregoing (i)-(iv).

Confidential Information shall not include information that, as evidenced by documentary evidence: (i) is or becomes a part of the public domain through no act or omission of the other party; (ii) was not obtained by the other party either directly or indirectly from the disclosing party or from a third party under a non-disclosure agreement with owner of the Confidential Information; (iii) is lawfully disclosed to the other party by a third party without restriction on disclosure; (iv) is independently developed by the other party without reference to the Confidential Information; or (v) is obligated to be disclosed by court order or government requirement in which case the disclosing Party shall provide the other Party with immediate written notice of such requirement so that such Party may seek a protective order or other appropriate remedy to protect its Confidential Information.

8.2 Vendor agrees to hold Confidential Information in confidence during the term of this Agreement and for a period of five (5) years after termination of this Agreement. Vendor agrees not to make Confidential Information available in any form to any third party or to use Confidential Information for any purpose other than to use the Equator Workstation under this Agreement. Vendor agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by any person or entity in violation of the terms of this Agreement.

8.3 Vendor acknowledges that any use or disclosure of Confidential Information in any manner inconsistent with the provisions of this Agreement may cause EQ irreparable damage for which remedies other than injunctive relief may be inadequate, and Vendor agrees that EQ shall be entitled to seek from a court of competent jurisdiction injunctive or other equitable relief to restrain such use or disclosure in addition to appropriate remedies.

8.4 Notwithstanding anything to the contrary set forth herein, EQ shall be able to: (a) use without restriction (i) any performance and/or analysis data compiled by EQ pertaining to agents, vendors and other users of the Equator Workstation, and (ii) any and all public property data; and (b) contact and solicit any person or entity who uses the Equator Workstation and does not "opt-out" from being contacted.

9. EQ Services.

9.1 With or without prior notice, EQ may interrupt access to or performance of the Equator Workstation (in whole or in part), for the performance of maintenance, in which case EQ will use commercially reasonable efforts to conduct such maintenance expeditiously and if possible, conduct such maintenance during non-business hours.

9.2 Subject to the provisions of the Gramm-Leach-Bliley Act (15 USC §6801 et. seq., as may be amended), Vendor consents to EQ's interception, collection, use, reproduction, storage and review of any data transmitted through the Equator Workstation to facilitate (a) billing, (b) network maintenance, (c) the protection and security of the Equator Workstation, (d) compliance with applicable law or valid legal process, or (e) EQ's collection, generation, storage, reproduction, and use of statistical information for purposes of, without limitation, measuring usage and performance of the Equator Workstation. Except as required by law or by valid legal process, EQ shall not, without Vendor's consent, specifically identify Vendor in association with such statistical information. In connection with such interception, collection, reproduction, storage or usage, EQ shall have the right to remove any data or cease any transaction which EQ deems to be in violation of law or any term or condition set forth in this Agreement. Notwithstanding the foregoing, EQ shall not have any obligation to remove, screen, edit or monitor any data or other activity on the Equator Workstation.

9.3 EQ may add, remove or alter any services or functionality contained on the Equator Workstation at any time in its sole discretion. Any continued use of the Equator Workstation following such notice shall be deemed Vendor's acceptance of any such changes.

10. Use of EQ's Trademarks. During the term of this Agreement, Vendor may use the name "Equator" or any of EQ's trademarks, trade names, service marks or logos (collectively, the "EQ Marks") solely in connection with any of Vendor's promotional or advertising materials for its own services; provided, however, that any such use must be pre-approved by EQ in writing. Vendor shall indicate on such material that the trademarks of EQ are the property of EQ and indicate which trademarks, if any, are registered trademarks. Any such use without such prior written approval shall constitute a material breach of this Agreement. Without in any way limiting the generality of the foregoing, Vendor may not (i) explicitly state or imply that EQ has rated, ranked or otherwise endorsed the use of Vendor's services and products; or (ii) make any representation or warranty in any way related to EQ or EQ's Workstation or platform. In addition, notwithstanding any prior written approval, Vendor shall immediately change or correct, at Vendor's expense, any such promotional or advertising material which EQ, in its sole judgment, determines to be inaccurate, misleading or otherwise objectionable. In addition, during the term, Vendor agrees to allow EQ to use Vendor's name and logo in EQ's promotional collateral and Web site as a reference account. Any goodwill resulting from or arising out of Vendor's use of the EQ Marks shall inure solely to the benefit of EQ.

11. Termination. This Agreement will terminate upon the occurrence of the earliest of the following events: (i) mutual consent of the parties hereto to terminate this Agreement; (ii) thirty (30) days following the date on which either party gives written notice to the other party of its desire to terminate this Agreement; (iii) a receiver, trustee in bankruptcy or other custodian of the property or assets of a party hereto is appointed, or if either party hereto commits an act of bankruptcy or is adjudicated bankrupt or insolvent; or (iv) at the option of the non-breaching party if the other party hereto breaches a material term of this Agreement. The provisions of Sections 4, 5, 6, 7, 8, 10, 11 and 12 will survive any expiration or termination of this Agreement in accordance with its terms. Upon any termination or expiration of this Agreement, all license rights granted to Vendor herein shall immediately terminate, Vendor shall promptly cease all use of the Equator Workstation and the EQ Marks, and EQ shall cease listing the Vendor information and facilitating any Vendor services. Furthermore, all payment obligations that are not yet due and payable as of such termination date shall immediately become due and payable.

12. General

12.1 It is expressly agreed and intended that each party hereto shall remain a separate legal entity from the other and each shall be an independent contractor responsible only for such party's own actions. Nothing contained in this Agreement shall be construed as establishing an employer/employee relationship, partnership, agency or joint venture relationship between the parties hereto.

12.2 This Agreement will be interpreted in accordance with the laws of the State of Delaware, without regard to its conflicts of laws principles. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVE ANY RIGHT WHICH EITHER OR BOTH OF THEM MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY AND ALL CLAIMS, CONTROVERSIES OR DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF.

12.3 Anything to the contrary notwithstanding, nothing in this Agreement is intended, nor shall be deemed, to confer upon any person or legal entity other than Vendor or EQ (and EQ's affiliates), and their respective successors and assigns as may be contemplated by this Agreement, any rights or remedies under this Agreement. This Agreement is binding upon each of the parties hereto and their respective successors and permitted assigns. Except as provided in sections (i)-(ii) of the following sentence, no rights, obligations or liabilities of Vendor under this Agreement may be assigned or delegated by Vendor without the prior written consent of EQ. Vendor may assign its rights, obligations and/or liabilities hereunder without the prior consent of EQ only as follows: (i) Vendor may assign its rights, obligations and liabilities hereunder to a corporation or other entity that (a) results from any merger or reorganization of such party, or (b) acquires substantially all of the assets of such party, provided, however, that the Vendor may not make any such assignment to a direct competitor of EQ (as determined solely at EQ's discretion); and (ii) Vendor may assign its rights, obligations and liabilities under this Agreement to any affiliate of such party provided that such affiliate agrees in writing to be bound by the terms of this Agreement and the assignor remains responsible for all obligations and liabilities of such affiliate hereunder. EQ may assign to any other person its rights under this Agreement, including its right to receive and collect payments hereunder, without any limitation and without any notice to or consent from Vendor.

12.4 All legal notices required or permitted hereunder will be given in writing addressed to the parties as set forth below and will either be (i) personally delivered, (ii) transmitted by postage prepaid certified or registered U.S. mail, or (iii) transmitted by nationally recognized private express courier, and will be deemed to have been given on the date of receipt if delivered personally, or three (3) days after deposit in mail or express courier. All notices shall be delivered to the following address (or at such other address a party may specify by like notice):

If to Vendor:
To the Designated Liaison and mailing address on record in the EQ Vendor internal portal at the time of the communication.

If to EQ:
Equator, LLC
c/o Altisource Solutions S.á.r.l
40, avenue Monterey,
L-2163 Luxembourg City, Luxembourg
With a copy to: contractmanagement@altisource.com AND TO
equatorlegal@altisource.com

12.5 In the event any provision of this Agreement, including any amendment or modification to this Agreement as posted on the EQ Website, is held by a court or other tribunal of competent jurisdiction to be unenforceable, such unenforceability shall not affect any other provisions of this Agreement and this Agreement shall be construed as if such unenforceable provision had never been contained herein. The waiver, express or implied, by any party hereto of any breach or default shall not constitute a waiver of any different or subsequent breach or default.

12.6 Vendor acknowledges and agrees that by clicking on the button labeled "I AGREE" to accept the terms and conditions of this Agreement, it is submitting a legally binding electronic signature and is entering into a legally binding contract. Vendor acknowledges that its electronic submissions constitute its agreement and intent to be bound by this Agreement. Further, Vendor hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records. Vendor also acknowledges that it is bound to any amendments made to this Agreement by EQ even if Vendor is not provided prior notice of such amendments except as defined herein. Vendor's continued use of the Workstation constitutes acceptance of the then current Agreement, a copy of which can be found on the EQ Website.

12.7 This Agreement, along with any modifications or amendments to this Agreement as posted on the EQ Website, constitute the complete and exclusive statement of the agreement between the parties relating to the subject matter hereof, and all provisions representations, discussions, and writings are merged in, and superseded by, this Agreement. This Agreement may not be modified by Vendor without a subsequent writing signed by EQ and Vendor. EQ reserves the right to unilaterally amend this Agreement at any time without prior notice. This Agreement shall prevail over any additional, conflicting, or inconsistent terms and conditions.

12.8 Any of EQ's rights or benefits under this Agreement may be enjoyed by EQ and/or any of its affiliates, successors or assigns.

VENDOR EXPRESSLY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT AND UNDERSTANDS THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CONTINUING TO USE, ACCESS AND/OR POST ANY INFORMATION ON THE EQUATOR WORKSTATION, YOU EXPRESSLY CONSENT TO BE BOUND BY THE FINANCIAL OBLIGATIONS AND TERMS AND CONDITIONS SET FORTH HEREIN, AND AMENDED FROM TIME TO TIME, AND GRANT TO EQ THE RIGHTS SET FORTH HEREIN.