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MEMBERSHIP SERVICE AGREEMENT

Welcome to HOMECENTRIX, LLC ("we", "us", "our", the "Company," or "Homecentrix"). This Membership Service Agreement (the "Agreement") is the complete agreement that governs your (hereinafter "you", "your", member" or "user") relationship with the Company and use of the Company's service, which generally includes the use of the Company's printed materials and other information (the "Information"), the Company's website ("Website"), and Member Support Department (collectively, the "Service"). You may have received a general summary of this agreement with your printed materials. However, this Agreement contains the complete terms regarding your membership and the use of our Service. By using the Service, you accept this Agreement and any modifications that may be made to this Agreement by us from time to time.

Terms of Use

Please read through this Agreement carefully before you use our Service. The Service is offered to you on the condition that you agree to all the terms, conditions and notices contained herein without any modifications, which includes warranty disclaimers and disclaimers of liability. Homecentrix reserves the right to change this Agreement from time to time in its sole discretion. In the case of any violation by you of this Agreement, Homecentrix may terminate your right to use the Service and reserves the right to seek all remedies available by law and in equity for such violations.

Limited License; Permitted Uses

As a user of our Service (a "Member"), you are granted a non-exclusive, non-transferable, revocable license (a) to access and use the Service in accordance with this Agreement; (b) to use our Website solely for internal, personal, non-commercial purposes; and (c) to use our Information, including information from our Website, solely for internal, personal, non-commercial purposes and provided that you maintain all copyright and other policies contained therein. No print out or electronic version of any part of the Website or its contents may be used by you in any litigation or arbitration matter whatsoever under any circumstances.

Terms of Subscription

We sometimes offer trial memberships. Homecentrix may charge a fee for the trial membership. If a trial membership is offered, the day you signed up for the Service marks the beginning of your trial membership and your ability to access the Service. The length of your trial membership is the one offered to you at the time you subscribed to our Service. For each service in which you enroll, there is a recurring monthly subscription fee that will be charged to you after the expiration of the trial period, unless you cancel your trial membership before the end of your trial period in accordance with the terms of this Agreement. In addition, at the time of your subscription, you may have agreed to and may have been charged one or more separate one time fees such as an activation fee, enrollment or processing fee, shipping and handling fee, or trial period fee. These fees are non-refundable.

Homecentrix has certain core services (the "Core Services") provided to users. The regular membership fee for any Core Service is $1.95 + S&H up front, then $39.95 after 7 days, followed by a final payment—30 days later—of $39.95. The final payment of $39.95 ensures one year of membership. The cost for S&H (shipping & handling) is $8.00. Homecentrix may offer additional services to members, such as information and assistance regarding a wide array of financing needs (the "Additional Services"). If you elect to enroll in one or more of these Additional Services, you will be charged the same regular membership fee as the Core Service for each such additional service. These fees will be automatically billed to the credit card or debit card you provided, or debited from your checking account (as authorized), until your membership is cancelled. You agree that Homecentrix may charge your credit card, debit card or bank account for the regular membership fee for each service in which you are enrolled. The fees for our services are subject to change. While we make every effort to keep this Agreement current, it may not always reflect the current fees for our services. It is your responsibility to verify the fees when you enroll in one of our services. We are not responsible for any discrepancy between the fees you agree to when you become a Member and the fees set forth in this Agreement.

If for any reason Homecentrix cannot charge your account at the time the membership fee is due, we reserve the right to continue to bill your account until the fees have been paid. We may also terminate your access to the Service for non-payment.

Nontransferable

Your right to use the Service is not transferable or assignable. Any password or right given to you to obtain information or documents is not transferable or assignable.

Restrictions; Prohibitions on Use

In addition to other restrictions and prohibitions contained herein, your license for access and use of the Website and our Information is subject to the following additional restrictions and prohibitions on use: You may not (a) copy, print (except for the express limited purpose permitted above), republish, display, distribute, transmit, sell, rent, lease, loan or otherwise make available in any form or by any means all or any portion of the Website or any Information retrieved therefrom; (b) use the Website or any materials obtained from the Website to develop, or as a component of, any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism; (c) create compilations or derivative works of any of our Information; (d) use our Information or the Website in any manner that may infringe any copyright, intellectual property right, proprietary right, or property right of us or any third parties; (e) remove, change or obscure any copyright notice or other proprietary notice or terms of use contained in the Website; (f) make any portion of the Website available through any timesharing system, service bureau, the Internet or any other technology now existing or developed in the future; (g) remove, decompile, disassemble or reverse engineer any Website software or use any network monitoring or discovery software to determine the Website architecture; (h) use any automatic or manual process to harvest information from the Website; (i) use the Website for the purpose of gathering information for or transmitting (1) unsolicited commercial email; (2) email that makes use of headers, invalid or nonexistent domain names, or other means of deceptive addressing; and (3) unsolicited telephone calls or facsimile transmissions; (j) use the Website in a manner that violates any state or federal law regulating email, facsimile transmissions or telephone solicitations; and/or (k) export or re-export the Website or any portion thereof, or any software available on or through the Website, in violation of the export control laws or regulations of the United States.

No Affiliation; Waiver of Claims

You acknowledge and agree that Homecentrix is not a government agency and is not affiliated with any government agency. We may include information about government agencies, or other websites and businesses in our Information. The inclusion of any such government agencies, or other websites or businesses in our Information does not mean that such agencies, websites, or businesses are affiliated with us or endorse our Service.

The Information provided through the Service is provided solely for informational purposes. The Information is deemed reliable but not guaranteed and should be independently verified.

You agree that, in return for permission to use the Service, you waive any and all claims against Homecentrix that are connected to YOUR USE OF THE INFORMATION.

Copyright; Proprietary Rights and Information

The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Website are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, or publication by you of any such matters or any part of the Website is prohibited. You do not acquire ownership rights to any of our Information or any content, document or other materials viewed through the Website. The posting of information or materials on the Website does not constitute a waiver of any right in such information and materials. Some of the content on the Website may be the copyrighted work of third parties. You acknowledge and agree that: (i) Information provided through the Service and Website may contain proprietary information that is protected by applicable intellectual property and other laws, and (ii) Information provided through the Service and Website is or may be protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. Therefore, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Homecentrix Service, in whole or in part.

General Disclaimer

Although Homecentrix has made reasonable efforts to provide you with accurate Information, Homecentrix assumes no responsibility for the accuracy (or inaccuracy) of the Information. HOMECENTRIX PROVIDES THIS SERVICE "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, TO THE FULLEST EXTENT ALLOWED BY LAW. HOMECENTRIX FURTHER DISCLAIMS ALL OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. HOMECENTRIX DOES NOT WARRANT UNINTERRUPTED OR ERROR FREE FUNCTIONS THROUGH THE SERVICE OR ITS WEBSITE OR ITS CONTENT OR THAT THE WEBSITE OR ITS SERVER ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Limitation of Liability

HOMECENTRIX SHALL NOT BE LIABLE FOR DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES RESULTING FROM YOUR USE OF THE SERVICE AND/OR WEBSITE OR INABILITY TO USE THE SERVICE AND/OR WEBSITE, EVEN IF HOMECENTRIX HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THIS INCLUDES DAMAGES FOR NEGLIGENCE OR GROSS NEGLIGENCE. THIS PROVISION IS SUBJECT TO POSSIBLE LIMITATION UNDER STATE LAW. IN ADDITION TO THE FOREGOING, OUR TOTAL LIABILITY IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICE AND/OR WEBISTE SHALL NOT EXCEED $100 AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST US.

Indemnification and Release

You agree to indemnify, defend and hold us and our partners, agents, officers, directors, managers, members, employees, subcontractors, successors, assigns, third party suppliers of information and documents, attorneys, advertisers, product and service providers, and affiliates (collectively, "Affiliated Parties") harmless from any liability, loss, claim and expense, including reasonable attorney's fees, related to your use of the Service. Further, you agree to indemnify and hold us and the Affiliated Parties harmless from any liability, loss, claim, action, legal proceeding, damages, liability, settlements, expenses (including attorneys' fees) and other costs relating to (i) your breach of this Agreement; (ii) Your willful, reckless, or negligent misconduct, or (iii) claims that you infringed the copyright, trademark, trade secret, patent, or other proprietary right of a third party. You expressly release us and any Affiliated Parties from any claims that you may have due to your use of the Service, whether you are now aware of any such claims, or become aware of such claims in the future (this provision may be subject to possible limitation under state law).

Member Services

Homecentrix is a high volume business, with a high number of members. Our Member Support Department ("MSD") employees are instructed to provide members with Company approved information. Although Homecentrix goes to great lengths to ensure that our MSD employees only provide members with Company approved information, we cannot, and do not, guarantee that a MSD employee will not deviate from Company approved information, or disseminate information which has not been approved by Homecentrix. It is possible that a MSD employee may provide a member with inaccurate information. Therefore, it is the member's duty to independently verify such information before taking any action based on such information. Homecentrix assumes no responsibility for the accuracy (or inaccuracy) of any information provided to you by a MSD employee. You agree to release and indemnify, defend and hold us and our partners, agents, officers, directors, managers, members, employees, subcontractors, successors, assigns, third party suppliers of information and documents, attorneys, advertisers, product and service providers, and affiliates (collectively, "Affiliated Parties") harmless from any liability, loss, claim and expense, including reasonable attorney's fees, related to any damages you may suffer through any information or misinformation you may receive from one or more of our MSD employees.

Other Conditions Regarding User's Website Use

User agrees not to post on the Website any content which (a) is libelous, defamatory, obscene, pornographic, abusive, harassing, or threatening, (b) contains viruses or other contaminating or destructive features, (c) violates the rights of others, including protections of copyright, trademark, patent, trade secrets or any right of privacy or publicity, or (d) otherwise violates any applicable law. User will not post on the Homecentrix Website any links to any external Internet sites that are obscene or pornographic. Any information that you provide to Homecentrix must be true, complete and accurate, must not represent you as someone else or falsely identify any third party, and must not violate any law, statute, ordinance or regulation. Violation of any of the terms of this Agreement subjects you to immediate termination of service without refund or pro-rated credit for any subscription fee.

Errors, Corrections and Changes

We do not represent or warrant that the Website will be error-free, free of viruses or other harmful components, or that defects will be corrected. We do not represent or warrant that the information available on or through the Website will be correct, accurate, timely or otherwise reliable. We may make changes to the features, functionality or content of the Website at any time. We reserve the right in our sole discretion to edit or delete any documents, information or other content appearing on the Website.

Links to/from Third Party Sites

The Homecentrix Website may contain links to third party sites. User accesses these sites at User's own risk; Homecentrix is not responsible for the content, changes, updates, or other links contained in a linked site. Homecentrix provides these links merely as a convenience, and the inclusion of such links does not imply an endorsement by Homecentrix of any such site. Your access or use of any third party sites is at your own risk.

No Partnership or Agency

User understands and acknowledges that no joint venture, partnership, employment, or agency relationship exists or is created between user and Homecentrix as a result of user's use of the Service.

Governing Law

User's use of the Service and any claims related to it are governed by the laws of the State of California without reference to its conflict of laws rules. User consents to the exclusive jurisdiction of the state and Federal courts located in Santa Barbara County, California, and user waives to the fullest extent allowed by law the defense of an inconvenient forum to the maintenance of any action or proceeding.

Cancellation Policy

You may cancel your membership to any of our services at any point and will then have no further obligation to Homecentrix. Cancellations must be done by calling our Member Support Department at 1-800-481-8359. Homecentrix does not accept e-mail or any other method as a means of canceling service. Any fees due to Homecentrix up to the end of the then current monthly billing cycle shall remain payable to Homecentrix and shall be billed to the user's authorized method of payment.

Miscellaneous

If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable and shall not affect the validity and enforceability of any remaining provisions. Any cause of action by you with respect to any claim you may have against us must be instituted within one (1) year after the cause of action arose or shall be forever waived and barred. All actions shall be subject to the limitations set forth herein. This Agreement and all incorporated agreements and your information may be automatically assigned by us in our sole discretion to a third party in the event of an acquisition, sale or merger. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. Our rights under this Agreement shall survive any termination of this agreement. The language contained herein shall be interpreted as to its fair meaning and not strictly for or against you or us.

© Homecentrix, LLC 2009 - all rights reserved