License Agreement

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE AGREEING TO LICENSE THIS PRODUCT.

This Agreement, made as a result of the acceptance of the terms and conditions contained herein by the Licensee, as witnessed and evidenced by his/her signing the ORDER FORM and submitting the said Order Form to the Licensor,

B E T W E E N:

Website Upgrades Inc. (www.WebsiteUpgrades.ca), a federally incorporated company formed according to the laws of Canada (hereinafter called "Licensor") OF THE FIRST PART

- and –

the party completing and submitting the ORDER FORM to the Licensor (hereinafter called "Licensee") OF THE SECOND PART

WITNESSETH the following agreement between the parties:

WHEREAS the Licensor offers a series of Real Estate related content, material and information pages (hereafter referred to as the "upgrade package") created specifically for the use of Real Estate Professionals on an Internet website. The Licensee wishes to obtain a license to use one such upgrade for his/her own website on the World Wide Web;

IN CONSIDERATION OF the mutual covenants set out below, the sufficiency of which is hereby acknowledged by the parties hereto:

THE PARTIES AGREE AS FOLLOWS:

The License:

1. The Licensor agrees to provide the Licensee with a five-year (for individual agent websites) or a one-year (for company or office websites) non-exclusive license to use the content, material, photos, format and information contained within this upgrade package for use on the Licensee's own Internet website.

2. The Licensee agrees to pay to the Licensor the sum of $595.00 (plus applicable taxes) in Canadian Funds by VISA, MASTERCARD, AMERICAN EXPRESS, cash, certified cheque or money order (payable to Website Upgrades Inc.) immediately upon the signing of this agreement.

3. The term of this license shall be five years (60 months) for individual agent websites and one year (12 months) for company or office websites, beginning from the initial signing and submission of the Order Form to the Licensee, after which time, unless this agreement is extended according to any future terms agreed upon by both parties, the Licensee agrees to cease using the upgrade package and return all materials, documents and manuals provided along with the upgrade package or thereafter by the Licensor.

4. The Licensee acknowledges that the within license is non-exclusive, meaning the Licensor reserves the right to license other customers to use the same or similar upgrade packages even if such customers may be in direct competition with the Licensee.

5. The Licensor also reserves the right to limit the number of sales or to grant exclusive use of the upgrade package to any company, companies, individual or individuals in any specific geographical location or trading area at the sole discretion of the Licensor.

6. The Licensor shall not be responsible to provide any technical or other assistance (including, but not limited to, technical or customer support or updating services) to the Licensee in the use of the upgrade package or any program or software associated with it.

7. The Licensee acknowledges and agrees that the Licensor retains the exclusive, worldwide, perpetual ownership and license of the upgrade package and the material and information presented in the upgrade package and in the different areas of the upgrade package and can sub-license, reproduce, distribute, and sell the materials contained in the upgrade package to the public at its own discretion.

Use of Materials from the Upgrade Package:

1. The Licensee may print or download portions of the material present in the upgrade package so long as such portions do not represent a substantial percentage of the material presented in any area and provided that such printing or downloading is solely for the Licensee's own personal, non-commercial use.

2. Should the Licensee print download or copy any portion of the material presented in the different areas of the upgrade package, the Licensee covenants and agrees not to alter or change, in any way, any of the material without the written consent of the Licensor, nor to remove, change or delete any copyright or proprietary notices from the materials so printed, copied or downloaded.

3. The Licensee covenants and agrees not to distribute, redistribute, sell, gift or otherwise disseminate the design or layout of the upgrade package, individual elements of the upgrade package design or any of the information or materials found therein. Reproduction or alteration, in whole or in part, in any form or medium of the upgrade package, its design or layout, or the information contained therein, without the express written permission of the Licensor is prohibited.

4. The Licensee agrees that any unauthorized printing, copying, sale, misuse, or other distribution of the design, layout or information contained in the upgrade package will result in damage to the Licensor which cannot be adequately compensated by monetary damages alone. The Licensee acknowledges and agrees that, in the event of misuse by it of anything to do with the upgrade package, the Licensor is entitled to a court injunction to stop such use obtained without notice to the Licensee. Nothing contained herein limits or affects in any way the rights of the Licensor to pursue other legal remedies, including monetary damages, against the Licensee for such misuse.

5. The Licensee covenants and agrees not to remove, change or delete any copyright or proprietary notices from any of the materials found in this upgrade package. Such notices are to be shown in their original format and may not be removed without the expressed written permission of the Licensor. Below is shown a copy of such copyright notice:

   ©Copyright 1999, 2000, 2001. Website Upgrades Inc.
   All Rights Reserved. Reproduction in whole or in part is strictly prohibited except as indicated under the terms of use of this website. Use of this website signifies your agreement to the Terms of Use.

Warranties:

1. While the Licensor uses reasonable efforts to include accurate and up-to-date information in the upgrade package, the Licensor makes no representations as to the accuracy, timeliness or completeness of that information and the Licensee is responsible to ensure that such information and material is accurate and appropriate for the jurisdiction in which the Licensee is situate. In using this upgrade package, the Licensee agrees that the material, information and services contained in the upgrade package are provided "as is, as available" without warranty, expressed or implied, and that Licensee makes use of the upgrade package and the information contained within it entirely at the Licensee's own risk.

2. The Licensor does not warrant th