Terms

ESH INTERNET ADVERTISING TERMS AND CONDITIONS

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY.

1. DEFINITIONS

"ESH" means EasternShoreHousing.com, wholly owned and operated by Discover Home Network, Inc.
"Effective Date" means the date Customer executes the initial Order Form.
"Fees" mean the fees paid by Customer for the right to post its Listing Content on ESH's website that enables consumers to search for real estate listing information.
"Force Majeure Event" means a natural disaster, actions or decrees of governmental bodies or communications line failure which (i) hinders, delays or prevents a party in performing any of its obligations, and (ii) is beyond the control of, and without the fault or negligence of, such party, and (iii) by the exercise of reasonable diligence such party is unable to prevent or provide against.
"Leads" mean phone calls made to Customer and messages sent to builder via the ESH Website.
"Listing Content" means text, data, multimedia content and images about real estate listed for sale and general Customer company and community information received from Customer for posting on the ESH Website.
"Order Form" means an ordering document for ESH products signed by ESH and Customer or by Customer and an authorized ESH partner. Each Order Form shall be subject to the terms and conditions hereof.
"Taxes" means any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, sales, use or withholding taxes.
"ESH Content" means all content accessible on ESH's website other than the Listing Content.
"ESH Technology" means any and all technology, hardware, software, programs, codes, processes, user interfaces and any other functionality contained in or on the ESH's Website.
"ESH Website" means ESH's website that contains a consumer search engine for real estate listings that enables consumers to (i) search for real estate listing information that is displayed on publicly accessible websites; and (ii) connect via hypertext links to the web sites of the builders, developers, real estate brokers and agents with whom the properties are listed, or, as permitted herein, to web sites owned or operated by real estate multiple listing services.

2. GRANT OF LICENSE

During the term of this Agreement Customer grants ESH a limited term non-exclusive right to (i) display or deliver Customer's Listing Content to consumers who visit the ESH Website; (ii) use Customer's trade names, trademarks, service names, and similar proprietary marks as is reasonably necessary to perform ESH's obligations under this agreement; (iii) permit operators of websites displaying real estate listing information, to include hypertext links to enable visitors to such sites to search and view Listing Content that appears on the ESH Website; and (iv) permit ESH to switch-out Customer provided phone numbers with tracked phone numbers that display with Customer's Listing Content for consumes to view on the ESH Website.

3. ESH OBLIGATIONS

For the term of this Agreement ESH will include the Listing Content on the ESH Website and provide consumers who view the Listing Content on the ESH Website or other sites displaying real estate listing information as authorized under Section 2, the ability to connect to the Customer via (i) messages sent through the ESH website, (ii) tracked phone numbers displayed with the Customer's Listing Content, and (iii) the ability to connect via a hypertext link to Customer's website on which the Listing Content appears (if such link is provided by Customer). ESH reserves the right to withhold publication of Listing Content to ESH Website should such content compromise the integrity, purpose or aesthetic of ESH Website.

4. CUSTOMER OBLIGATIONS

Customer is solely responsibility for the accuracy, quality, integrity, legality, and reliability of all Listing Content. Furthermore, Listing Content shall comply with the publication standards set forth for the publication of Listing Content to the ESH Website. Customer's interactions with consumers viewing Listing Content on the ESH Website, including without limitation any terms, conditions, warranties or representations associated with the Listing Content, is solely between Customer and such consumers. ESH shall not be responsible or liable for any loss or damage of any sort incurred as the result of any dealings between Customer and a consumer viewing Listing Content on the ESH Website. In the event that you have a dispute with one or more other users, Customer hereby releases ESH, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to any dispute between Customer and a consumer viewing Listing Content on the ESH Website.

5. OWNERSHIP

As between the parties, ESH shall retain all ownership rights in ESH Technology and ESH Content. As between the parties, all Listing Content remains the sole property of Customer. No license, right or interest in any ESH or Customer trademark, copyright, trade name or service mark is granted hereunder. Customer shall not disassemble, reverse engineer, license, sub-license, create derivative works from or re-license any of the ESH Content. ESH reserves the right to publish statistics on an ongoing basis that rely in part or in full on data provided in Customer Listing Content. As between the parties, ESH shall retain all ownership rights to such statistics.

6. FEES

6.1 Unless specified otherwise in an Order Form Fees are payable monthly in arrears. All undisputed fees due hereunder shall be due and payable within thirty (30) days of date of invoice. If the monthly Service Fee for the Service product ordered by Customer is based on unit pricing with a maximum monthly fee, Customer will be invoiced for the lower of (i) unit pricing times the number of units (e.g. leads or listings or clicks); or (ii) maximum monthly charge. If the monthly Service Fee for the Service product ordered by Customer is based on unit pricing with a prepayment discount for a bulk purchase of a specified number of units, Customer shall be charged at the standard unit pricing rate following the usage of units purchased at the discounted prepayment rate. This standard unit rate shall remain in effect until (i) the conclusion of Customer's Term or (ii) Customer prepays for a additional units.

6.2 ESH may increase the Service Fees applicable to an Order Form upon 30 days prior written notice; provided, that any increase in Fees noticed during a month shall not take effect until the beginning of the month.

6.3 Upon execution of the applicable ordering document, payment obligations are non-cancelable and, except as expressly provided in this Agreement, upon payment, all payments made by Customer are non-refundable. All undisputed fees due hereunder shall be due and payable within thirty (30) days of receipt of invoice. If any Customer account is 30 days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any other rights and remedies (including the termination rights set forth in this Agreement), ESH reserves the right to not include the Listing Content on its website until such account is paid in full.

6.4 Unless otherwise provided, ESH's fees do not include any Taxes, and Customer is responsible for paying all Taxes associated with its purchases hereunder, excluding Taxes based on ESH's net income or property. If ESH has the legal obligation to pay or collect Taxes for which Customer is responsible, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides a valid tax exemption certificate authorized by the appropriate taxing authority.

7. SUPPORT

ESH shall provide support provided Customer is current in payment of the applicable Service Fees. ESH's current support terms are described on ESH's website at http://www.easternshorehousing.com/support.

8. WARRANTIES

8.1 Each party represents and warrants that (i) it has the legal power to enter into and perform under this Agreement; and (ii) it shall comply with all other applicable laws in its performance hereunder.

8.2 Customer warrants that (i) for each listing included in the Listing Content Company has a valid listing agreement with the owner of the advertised property; (ii) it owns or has acquired all necessary rights in the trademarks, logos, brand name, and other intellectual property works that appear on Customer's web page to which viewers of the Listing Content are linked; and (iii) it is, and will remain through the term of this Agreement, duly licensed in good standing in the state in which its principal office is located.

8.3 EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE ESH WEBSITE IS PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ESH HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, ESH DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF THE ESH WEBSITE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ESH SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING (i) THE AMOUNT OF SALES REVENUE THAT CUSTOMER MAY RECEIVING DURING THE TERM OF THE AGREEMENT, AND (ii) ANY ECONOMIC OR OTHER BENEFIT THAT CUSTOMER MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT.

9. INDEMNIFICATION

9.1 Indemnification by ESH. Subject to this Agreement, ESH shall defend, indemnify and hold Customer harmless against any loss or damage (including without limitation reasonable attorneys' fees) incurred in connection with claims, demands, suits, or proceedings ("Claims") made or brought against Customer by a third party alleging that the ESH Technology or ESH Content infringe the intellectual property rights of a third party; provided, that Customer (a) promptly gives written notice of the Claim to ESH; (b) gives ESH sole control of the defense and settlement of the Claim; and (c) provides to ESH all reasonable assistance. If ESH reasonably believes that the Customer's use of any portion of the ESH Technology or ESH Content is likely to be enjoined by reason of a Claim of infringement, violation or misappropriation of any third party's intellectual property rights then ESH may, at its expense: (i) procure for the Customer the right to continue using the ESH Technology or ESH Content; (ii) replace the ESH Technology or ESH Content with other services or other material of equivalent functions and efficiency that is not subject to an action of infringement; or (iii) modify the ESH Technology or ESH Content so that there is no longer any infringement or breach, provided that such modification does not adversely affect the functional capabilities of the ESH Technology or ESH Content as set out herein. ESH shall have no obligations to Customer under this Section 9.1 to the extent such Claims arise from Customer's breach of this Agreement or from the combination of the ESH Technology or ESH Content with any of Customer's products, services, hardware or business processes.

9.2 Indemnification by Customer. Subject to this Agreement, Customer shall defend, indemnify and hold ESH harmless against any loss or damage (including without limitation reasonable attorneys' fees) incurred in connection with Claims made or brought against ESH by a third party alleging that (i) Customer has breached its representation or warranties defined in this Agreement; or (ii) the Listing Content, or the use thereof has caused harm to a third party or infringes the intellectual property rights of a third party; provided, that ESH (a) promptly gives written notice of the Claim to Customer; (b) gives Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle or defend any Claim unless it unconditionally releases ESH of all liability); and (c) provides to Customer, at Customer's cost, all reasonable assistance. Customer shall have no obligations to ESH under this Section 9.2 to the extent such Claims arise from ESH's breach of this Agreement.

10. CONFIDENTIALITY

10.1 As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement (including pricing and other terms reflected in Order Forms), the Service, ESH Technology, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to Disclosing Party; (ii) was known to Receiving Party prior to its disclosure by Disclosing Party without breach of any obligation owed to Disclosing Party; (iii) was independently developed by Receiving Party without breach of any obligation owed to Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to Disclosing Party.

10.2 Receiving Party shall not disclose any Confidential Information of Disclosing Party for any purpose outside the scope of this Agreement, except with Disclosing Party's prior written consent. Receiving Party shall protect the confidentiality of Disclosing Party's Confidential Information in the same manner that it protects the confidentiality of its own confidential information of like kind (but in no event using less than reasonable care). ESH represents and warrants that it will maintain the confidentiality of Customer Data in accordance with all applicable laws and, except as required by applicable law, will not disclose Customer Data to any third party for any purpose other than to provide the Service or implementation services to Customer. Each party represents and warrants that it will collect, maintain and handle all personal data in compliance with all applicable data privacy and protection laws. Receiving Party shall promptly notify Disclosing Party if it becomes aware of any actual or reasonably suspected breach of confidentiality of Disclosing Party's Confidential Information.

10.3 If Receiving Party is compelled by law to disclose Confidential Information of Disclosing Party, it shall provide Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if Disclosing Party wishes to contest the disclosure.

10.4 If Receiving Party discloses (or threatens to disclose) any Confidential Information of Disclosing Party in breach of confidentiality protections hereunder, Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being acknowledged by the parties that any other available remedies are inadequate.

10.5 Upon any termination of this Agreement, the Receiving Party shall continue to maintain the confidentiality of the Disclosing Party's Confidential Information and, upon request, return to the Disclosing Party or destroy (at the Disclosing Party's election) all materials containing such Confidential Information.

11. LIMITATION OF LIABILITY

11.1 EXCEPT (i) FOR THE PARTIES' INDEMNIFICATION OBLIGATIONS; (ii) FOR CUSTOMER'S FAILURE TO PAY ANY FEES DUE UNDER THIS AGREEMENT; OR (iii) EITHER PARTY'S MATERIAL BREACH OF SECTION 10 ("CONFIDENTIALITY"), IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE FEES PAID TO ESH DURING TWELVE MONTHS PRIOR TO THE CLAIM.

11.2 IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA) HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. TERM AND TERMINATION

12.1 This Agreement commences on the Effective Date and continues until all User licenses granted in accordance with this Agreement have expired or been terminated. The term applicable to each Order Form commences upon Customer's execution of such Order Form and will automatically continue on a month-to-month basis unless terminated in accordance with this Agreement.

12.2 A party may terminate this Agreement for cause: (i) upon 60 days written notice to the other party of a material breach of this Agreement if such breach remains uncured at the expiration of such period; (ii) immediately upon written notice if the other party becomes the subject of a bankruptcy, insolvency, receivership, liquidation, assignment for the benefit of creditors or similar proceeding; or (iii) as otherwise provided herein. Upon any termination for cause by Customer, ESH shall refund Customer any prepaid Services Fees for the remainder of its subscription term after the date of termination.

12.3 The parties' rights and obligations with respect to the fees and payment terms, audit rights, title and protection, confidentiality, patent and copyright indemnification, warranty disclaimers, limitation of liability, and governing law provisions of this Agreement shall survive termination of this Agreement.

12.4 Upon the effective date of termination of this Agreement Customer's license to use the Service will cease.

12.5 For agreements on a lead basis, such Agreements shall terminate if less than 10% of the Leads are generated within a 12 month period, upon which any fees paid by Customer in advance of such Leads being generated shall be promptly returned to Customer within 30 days.

GENERAL

13.1 The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created hereby. There are no third party beneficiaries to this Agreement. Neither Party will represent itself to be an employee or agent of the other or enter into any agreement on the other's behalf of or in the other's name.

13.2 Notices shall be in writing and effective upon receipt.

13.3 No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by Customer and ESH. To the extent of any conflict between this Agreement and any other schedule or attachment, this Agreement shall prevail unless expressly stated otherwise. Notwithstanding any language to the contrary therein, no terms stated in a purchase order or in any other order document (other than a mutually executed order document expressly incorporated herein) shall be incorporated into this Agreement, and all such terms shall be void. This Agreement, which includes all schedules, statements of work and attachments hereto, represents the entire agreement of the parties, and supersedes all prior or contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.

13.4 No failure or delay in exercising any right hereunder shall constitute a waiver of such right. Except as otherwise provided, remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions shall remain in effect.

13.5 Neither party shall be liable to the other for any delay or failure to perform hereunder (excluding payment obligations) due to a Force Majeure Event.

13.6 If any litigation is commenced to enforce any provision of this Agreement or to seek a declaration of rights of the parties hereunder or a s a result of any breach of any provision of this Agreement, the prevailing party will be entitled to recover from the non-prevailing party all of its costs and expenses incurred in connection with such litigation, including without limitation reasonable attorneys' fees.

13.7 Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms hereunder), without consent of the other party, to its successor in interest in connection with a merger, reorganization, or sale of all or substantially all assets or equity not involving a direct competitor of the other party. Any attempted assignment in breach of this section shall be void. This Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

13.8 Customer agrees to comply fully with all applicable regulations of the United States Department of Commerce and with the United States Export Administration Act, as amended from time to time, and with all applicable laws and regulations of other jurisdictions with respect to the importation and use of the Service.

13.9 This Agreement shall be governed exclusively by the internal laws of the State of Delaware, without regard to its conflicts of laws rules. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. The parties' duties and obligations under this Agreement may be carried out using electronic media and electronic stored information, as permitted by the Uniform Electronic Transactions Act as adopted by the State of Delaware.

FAQs

What is EasternShoreHousing.com?

EasternShoreHousing.com is a comprehensive marketing and management tool that allows builders and developers to promote their lots, floor plans, new homes and new home communities. EasternShoreHousing.com is also a social utility that allows builders and developers to interact with home buyers online.

What kind of properties are on EasternShoreHousing.com?

EasternShoreHousing.com is for new construction. Builders and developers can include all the new homes, floor plans and lots available in their Eastern Shore communities.

Who lists their properties on EasternShoreHousing.com?

We are proud to partner with builders of all sizes and reach. From small, local custom home builders with one or two communities on the Eastern Shore, to nationally known builders with dozens of communities in the region, all are welcome to use EasternShoreHousing.com to showcase their communities and homes.

Is EasternShoreHousing.com free of charge for home buyers, and can users access the information on EasternShoreHousing.com without having to enter personal information?

Yes! EasternShoreHousing.com is completely free of charge for all home buyers, and does not require users to enter any personal information in order to view the information on EasternShoreHousing.com. Users may register for free for myESH, which allows access to more tools.

How do I connect with home buyers?

We provide home buyers with several options for contacting you and your Company. We provide users with a link to your website on your builder profile, along with your phone number. We also provide myESH users with the ability to contact you directly using myESH messaging. Each time you receive a new message on EasternShoreHousing.com, we'll send a notification e-mail to the e-mail account you provide to us when you register for EasternShoreHousing.com. myESH messaging works the same as your every day e-mail account.

Why should I be on a website with my competitors?

EasternShoreHousing.com is for all builders and developers who have communities on the Eastern Shore. The more participating builders and developers, the more useful the website becomes to home buyers, and the more home buyers will rely and visit the site. Don't miss out on that traffic and ensure that your Company stands out by becoming a featured builder, featured community or featured home.

Why should I list on a regional website, rather than a national website?

Real estate is local, housing is local and home listings are local, so why shouldn't your online presence be? Don't get lost in the listings. By focusing on target areas, we can better target home buyers interested in that area. Home buyers want to be confident in their home choice, and buy from people who know the area. We're local and we know the Eastern Shore. That gives home buyers confidence, and it should give home builders confidence as well.

Who uploads my information to the website and what if I need to make updates?

Builders and developers are given the tools to upload their own information to the website, easily and quickly. This way, home buyers will get information from the people who know your communities best: you. Each builder designates a main administrative contact who can then give permission to colleagues and employees to manage the communities they represent and know best. The main administrator can oversee everyone's activity on EasternShoreHousing.com.

How is EasternShoreHousing.com different from other real estate sites?

EasternShoreHousing.com is more than a listing service. Builders can easily create complete profiles on all their active Eastern Shore communities including descriptions, amenity lists, unlimited photos, floor plans and complete profiles on all inventory homes. Builders and their community sales representatives can upload and update information at any time. EasternShoreHousing.com also has tools that allow home builders to interact directly with home buyers who use the website.

How much does it cost to join EasternShoreHousing.com?

Pricing is on a per community basis and varies based on the number of communities you wish to list. Please send an e-mail to info@easternshorehousing.com with your Company name and the number of communities you wish to list and one of our sales specialists will contact you with additional pricing information.

How To Join

EasternShoreHousing.com is a comprehensive online marketing and management solution for new home builders and developers across the Eastern Shore - and through its sister sites MidAtlanticHousing.com and CarolinaHousing.com, across most of the east coast.

To become a member, please contact us at 1-866-960-9755 to speak with a representative of EasternShoreHousing.com or send an e-mail to join@easternshorehousing.com. In your e-mail, please indicate your Company name and the number of communities you wish to showcase on EasternShoreHousing.com.