BAIRD& WARNER HOLDING COMPANY

TERMS OF USE POLICY
Effective date: July 1, 2004

1. Overview and Legal Compliance

1.1 Baird & Warner Holding Company and its subsidiaries and affiliates ("Baird & Warner," "B&W," "We," "Us" or "Our") created this Terms and Conditions of Use Agreement (the "Terms of Use") to clarify how visitors to Our home page located at www.bairdwarner.com, www.chicagorealestate-bw.com and www.realestatechicago-bw.com (the "Web Site") may use these sites.

1.2 The following agreement describes the terms on which We permit use of the Web Site. These Terms of Use govern all use of the Web Site and apply to all Internet traffic visiting the Web Site (called "Users" or "You"). Before using the Web Site, please read all of these Terms of Use carefully as Your use of the Web Site constitutes Your acceptance of these Terms of Use. If You do not agree to these terms, You may not use the Web Site.

1.3 We may amend these Terms of Use at any time. Except as stated below, all amended terms are effective automatically when they are posted on the Web Site. You should check the Web Site frequently for changes to these Terms of Use. These Terms of Use may not be amended in any other way except in writing signed by You and Us.

1.4 This policy does not extend to any information that is inherent in the operation of the Internet, and therefore beyond Our control. You agree not to use the Web Site in any manner contrary to applicable law or government regulation.

1.5 You agree not to transmit or post on the Web Site anything

under a false name;
unlawful, libelous, defamatory, threatening, abusive, harassing, or otherwise objectionable information including without limitation, anything constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise under any applicable law;
that discloses another person's private or personal matters or which would violate a person's rights of privacy or publicity;
that contains a virus, worm, Trojan horse or any other contaminating or destructive features; or
that would violate the property rights of others, including unauthorized copyrighted text, images or programs, trade secrets, confidential or proprietary information, or use trademarks or service marks in an infringing fashion.
2. Unauthorized Use of the Site
2.1 Illegal and/or unauthorized used of the Web Site, including but not limited to, unauthorized framing of or linking to the Web Site, or any part of the Web Site, or unauthorized use of any devise or program on the Web Site, will be investigated and We will take appropriate legal action, including but not limited to, civil, criminal, and/or injunctive redress.

3. Permitted Use of the Site
3.1 You agree that You are only authorized to visit, view and to retain a copy of pages of this Site for Your own personal use, and that You shall not duplicate, download, publish, modify or otherwise distribute the material on this Site for any purpose other than Your personal use, unless otherwise specifically authorized by Us to do so. You also agree not to deep-link to the site for any purpose, unless specifically authorized by US to do so. The content and software on this Site is the property of Baird & Warner and/or its suppliers and is protected by state, federal, and international copyright laws. We post a legal notice and various credits on pages of the Site, which may not be removed. Please do not remove these notices and credits, or any additional information contained along with notices and credits.

4. Copyright Information

4.1 All content appearing on this Web Site is the copyrighted property of Baird & Warner unless otherwise noted. Reproduction or storage of materials retrieved from this Web Site is subject to the U.S. Copyright Act of 1976, Title 17 U.S.C. You may not use, distribute, reproduce, publish, transmit, transfer, sell, create derivative works from, or in any way exploit the content, except for personal, noncommercial use, provided that You maintain all copyright and other notices contained in the content.

5. Trademarks/Service Mark Information

5.1 Baird & Warner, Baird & Warner Home Services, Baird & Warner HomeFinder, Baird & Warner Luxury Residences, Key Mortgage Services, Transitions, and KeyMoves are trademarks and/or service marks of Baird & Warner. Any other trademarks or service marks appearing on this Web Site are the property of their respective owners.

6. No Agency

6.1 You and Baird & Warner are Independent Contractors and no agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by the Terms of Use.

7. Disclaimer

7.1 THE WEB SITE IS PROVIDED "AS IS," "AS AVAILABLE," AND WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY REGARDING THE QUALITY, PERFORMANCE, OR FUNCTIONALITY OF THE WEB SITE OR REGARDING THE QUALITY OR ACCURACY OF ANY INFORMATION OBTAINED FROM OR AVAILABLE THROUGH USE OF THE WEB SITE OR THAT THE WEB SITE WILL BE UNINTERRUPTED OR ERROR-FREE. BAIRD & WARNER MAKES NO WARRANTY THAT ANY DEFECTS, WHETHER KNOWN OR UNKNOWN, WILL BE CORRECTED, OR THAT THE WEB SITE WILL BE VIRUS-FREE. BAIRD & WARNER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE, MECHANTIBILITY, AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES SO THESE LIMITATIONS MAY NOT APPLY TO YOU. IN THESE STATES, BAIRD & WARNER'S LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

8. Liability Limit

8.1 UNDER NO CIRCUMSTANCES WILL BAIRD & WARNER BE LIABLE UNDER ANY SECTION OF THESE TERMS OF USE OR UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF DATA OR INFORMATION OF ANY KIND OR LOSS OF BUSINESS GOODWILL OR OPPORTUNITY) WHETHER OR NOT BAIRD & WARNER HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. BAIRD & WARNER SHALL NOT BE LIABLE FOR THE COST OF PROCUREMENT OR SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY AND IN NO EVENT SHALL BAIRD & WARNER'S LIABILITY TO YOU EXCEED THE GREATER OF (i) THE AMOUNT OF FEES YOU HAVE PAID TO BAIRD & WARNER DURING THE NINETY (90) DAYS IMMEDIATELY PRIOR TO DAMAGE OR (ii) ONE HUNDRED DOLLARS ($100.00). NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THESE TERMS OF USE MAY BE BROUGHT BY YOU OR BAIRD & WARNER MORE THAN ONE (1) YEAR AFTER THE EVENT UNDERLYING THE CAUSE OF ACTION HAS OCCURRED. THE TERMS OF THIS SECTION WILL SURVIVE ANY TERMINATION OF THESE TERMS OF USE AND YOUR USE OF THE WEB SITE OR THE SERVICES PROVIDED THEREBY. IN JURISDICTIONS THAT RESTRICT LIMITATION OF LIABILITY PROVISIONS, BAIRD & WARNER'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. THIS LIMITATION WILL APPLY REGARDLESS OF THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

9. Indemnity

9.1 YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD BAIRD & WARNER, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INDEPENDENT CONTRACTORS, LICENSEES, AFFILIATES, DISTRIBUTORS, RESELLERS AND MARKETING REPRESENTATIVES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES AND COSTS INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY FEES AND COURT COSTS (COLLECTIVELY, THE "CLAIMS") ARISING OUT OF OR RELATING TO YOUR BREACH OF ANY OF THESE TERMS OF USE OR USE BY YOU OF THE WEB SITE, EXCEPT TO THE EXTENT SUCH CLAIMS DIRECTLY RESULT FROM BAIRD & WARNER'S OWN NEGLIGENCE. THIS INDEMNIFICATION OBLIGATION SHALL SURVIVE ANY TERMINATION OF THESE TERMS OF USE OR OF THE WEB SITE OR THE SERVICES PROVIDED THEREBY.

10. Notices

10.1 Except as explicitly stated otherwise, (i) all notices to Baird & Warner shall be made by postal mail to Baird & Warner, 120 South LaSalle Street, Suite 2000, Chicago, IL 60603 Attn: Legal Department and (ii) all notices to You shall be made by postings to Our Web Site. Alternatively, we may give you notice by sending an email to the email address You provided us when registering. In the case of email, notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. In the case of postal mail, notice shall be deemed given 3 days after the date of mailing.

11. Entire Agreement

11.1 These Terms of Use constitute the sole agreement between Baird & Warner and You regarding the subject matter contained herein and fully supercede any and all other understandings or agreements, whether oral or written. You acknowledge and agree that You have read and understand these Terms of Use and agree to be bound by them.

12. Force Majeure

12.1 Baird & Warner will not be liable in any amount for failure to perform, or delay in performing, any obligations, hereunder if such delay or failure is caused by any events beyond Our control including, without limitation, acts of third parties, wars, hostilities, revolutions, riots, civil commotion, national emergency, strikes, lock-outs, unavailability of supplies, epidemics, fire, flood, earthquake, force of nature, explosions, embargo, or any other Act of God, unavailability, errors or other failures on the Internet, other data networks, or telecommunications systems, any law, proclamation, regulation, ordinance, or other act or order of any court, government or governmental agency or delays.

13. Legal Actions

13.1 These Terms of Use will be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflicts of laws provisions. The application of the United States Convention of Contracts for the International Sale of Goods is expressly excluded. The exclusive personal jurisdiction of and venue for all disputes arising out of these Terms of Use and your use of the Web Site and/or the services provided thereby shall be the state and federal courts located within the State of Illinois and you consent to such jurisdiction and waive all objections to such jurisdiction and venue.

Severability
14.1 If any provision of these Terms of Use as such may exist or may hereafter be amended, is found to be invalid, illegal or unenforceable for whatever reason, such provision shall be fully severable and the other remaining provisions shall remain in full force and effect, and shall be construed as if the illegal, invalid or unenforceable provision never comprised a part thereof. Furthermore, in lieu of such invalid, illegal or unenforceable provision there shall be added automatically in its place a provision similar in its terms and intent to the illegal, invalid or unenforceable provision as may be possible and be legal, valid or enforceable.

No Waiver
15.1 Any failure of Baird & Warner to enforce any provision of these Terms of Use shall not be construed a waiver of any rights under such provision or any other provision of the Terms of Use. Baird & Warner may only make such waiver by an express writing.

No Assignment
16.1 Any rights or obligations granted to You hereunder may not be assigned or transferred to any other person or entity.