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 the accuracy or completeness of the information and materials in the upgrade package. The materials and information in the upgrade package may be out of date and the Licensor makes no commitment to update the materials and information in the upgrade package.

3. The Licensee acknowledges and agrees that, to the fullest extent permissible pursuant to applicable law, the Licensor disclaims all warranties, express or implied, including but not limited to implied warranties of marketability, merchantability, accuracy and fitness for a particular purpose.

4. The Licensor does not warrant that the functions, links, information or other items contained in the materials or in the upgrade package will be uninterrupted or error-free. Nor does it warrant that any defects will be corrected, whether it is aware of such defects or not, nor that the upgrade package or the disk from which it is supplied are free of viruses or other components harmful to the Licensee, its computer software or hardware.

5. The Licensor does not warrant nor make any representations regarding the use or the results of the use of the materials and information in the upgrade package in terms of their correctness, accuracy, reliability or in any other terms.

Liability to Licensee:

1. The Licensee further acknowledges and agrees that the Licensor and any other persons who may have been involved in creating, modifying and delivering the upgrade package or its contents have no liability to the Licensee or anyone else for direct, indirect, incidental, punitive or consequential damages or damages of any kind whatsoever with respect to the information, services, content or advertisements contained in or otherwise accessed through the upgrade package.

2. Under no circumstances including, but not limited to, negligence shall the Licensor be liable for any special or consequential damages that result from the use of or the inability to use the materials and information in the upgrade package, even if the Licensor has been advised of the possibility of such damages.

3. If, by the application of applicable law, the Licensor should be held in any way liable for any such damages suffered by the Licensee despite the limitations and waivers of liability contained herein, in no event shall the total liability of the Licensor to the Licensee for all damages, losses, and causes of action (whether in contract, tort [including but not limited to negligence] or otherwise) exceed the amount paid by the Licensee under this agreement.

Links to Other Web Sites:

1. The upgrade package may contain "links" to third-party websites. These links are provided solely as a convenience to the Licensee and its clients. The linked sites are not under the control of the Licensor and the Licensor is not responsible for the material, information, contents, depictions or other inclusions in any such linked website.

2. The inclusion of a link to a third-party site does not imply endorsement of the linked site by the Licensor. The Licensor has not reviewed the contents of such linked third-party sites nor is it responsible or liable for any of such sites or their contents.

3. The Licensor makes no representations or warranties concerning the linked third-party sites nor does it endorse the information, advice, materials or products found there.

4. The Licensor shall not be liable for any damages or costs arising out of or in any way connected to the Licensee's use of any of the information, material, products, services or companies available in the upgrade package or accessed through the upgrade package. If the Licensee decides to access any of the linked third-party sites through the upgrade package, the Licensee does so entirely at its own risk.

5. All such linked third-party sites are linked to the upgrade package in "as is, as available" condition with no representation made by the Licensor concerning authorization or permission or continued ability to link to these sites.

6. The Licensor may collect a fee from the owner of any third-party site for a link to the said third-party site being included in the upgrade package without any liability to the Licensee for all or any part of the said fee.

Jurisdiction and Enforcement:

1. This Agreement shall be governed and construed according to the laws of the Province of Ontario, Canada. The Licensee agrees that any legal action or proceeding between the parties to this contract for any purpose concerning this agreement or the relationship between the parties which it creates and represents or the parties' obligations hereunder shall be brought exclusively in a court of competent jurisdiction sitting in the Province of Ontario. Any cause of action or claim that either party may have against the other with respect to this product or service must be commenced within one (1) year after the claim or cause of action arose or such claim or cause of action is barred as out of time.

2. Any decision by the Licensor not to insist upon or enforce strict performance of any provision of this Agreement shall be without prejudice to the Licensor's right to enforce the clauses of this Agreement strictly and it shall not be construed as a waiver of any provision or right. Neither the course of conduct of the parties nor trade practice shall act to modify any provision of this Agreement.

Assignment:

1. The Licensor may assign its rights and duties under this Agreement at any time without notice to the Licensee. The Licensee may not assign its rights and duties under this Agreement without the prior written consent of the Licensor, which consent may not be unreasonably withheld.