User Agreement

Realty Sites PLUS™ Customer Subscription Agreement

RECITALS:

1. GeddaSoft Inc. (GeddaSoft) has developed and owns Software consisting of interactive modules that can be used to self-administer Content of a Web site.
2. The Subscriber wishes to obtain a subscription to access and use the Software for a particular Location.
3. This Agreement governs any trial or limited time offer period and the on-going use of the Service.

The Parties agree as follows:

ARTICLE 1 - DEFINITIONS

1.1 Definitions

Unless the context otherwise specifies or requires, all capitalized terms shall have the following meanings in this Agreement:

"Agreement" means this agreement as it may be amended from time to time.

"Content" means Subscriber inputted text, images, audio clips, video clips and any other messaging, in any format, displayed at the Location.

"Confidential Information" means, any proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers,. customer lists, markets, Software developments, inventions, processes, formulas, technology designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed to the other Party hereunder, directly or indirectly in writing, orally, by drawings,or by inspection.

"Effective Date" means the date upon which the Subscriber purchases a subscription to the Service.

"Location" means in the context of the Service, the Web site URL and/or domain name for which the Service is assigned, as specified by the Subscriber in theirAccount Setup or by GeddaSoft at a temporary location.

"Parties" means GeddaSoft and the Subscriber.

"Service" means the Software and the Web Hosting.

"Software" means the interactive modules called RealtySites PLUS™ and all future releases of this Software, including new versions, being licensed under thisAgreement for the Location.

"Subscription Fee" means the fee payable by the Subscriber for use of theService.

"Subscriber" means individuals, whether they be Brokers or Agents, who are authorized to use the Service, for whom a subscription to the Service has been purchased and who have been supplied with a user name and password to access the Service.

"User" means individuals who are authorized by the Subscriber to access the Service.

"Web Hosting" means the collection of server hardware and software used to host your web site.

ARTICLE 2 - GRANT OF SUBSCRIPTION

2.1 Subscription

GeddaSoft grants the Subscriber a perpetual, non-exclusive, non-transferable subscription to:

1. Use the Service on GeddaSoft's Web server for the Location;
2. Use the Service to administer the Subscriber's web site Content at the Location;
3. The Service will be delivered via the RealtySites PLUS™ or GeddaSoft Web site. For Agents, the required user name and password will be delivered via email as soon as payment is received. For Brokers, the required user name and password will be delivered via email as soon as payment is received and Brokerage status has been verified.

2.2 Restrictions on Use

The following restrictions shall apply in respect of the Subscriber's rights to use the Software:

1. Illegal Content.
   The Subscriber shall not use the Software to create Content that infringes any trademark, trade secret, copyright or other proprietary rights; reveals confidential information without proper authorization; or is in any way illegal or immoral.

ARTICLE 3 - FEES, PAYMENT, TAXES

3.1 General

1. Subscriber will pay to GeddaSoft via credit card, a non-refundable monthly Subscription Fee to use the Service subject to the terms of this Agreement. The subscription fee is posted at the Point of Sale of the ecommerce transaction on the GeddaBill.com RealtySites PLUS™ website. Annual subscriptions will be billed a prorated amount for the first month; the full annual subscription amount will be billed the first of the following month, at which time the annual subscription will commence; and recurring billing will occur no earlier than 15 days before the end of the annual subscription. All subscriptions are subject to a one-time, non-refundable activation fee.
2. Payment of fees invoiced by GeddaSoft are due on the Effective Date and each subsequent month following the Effective Date. The Subscriber's credit card will be automatically charged. Invoices will be delivered via email to the Subscriber's email address. Subscriber is responsible for maintaining their credit card information.
3. All payments are to be made in Canadian dollars.
4. All fees and other payments not paid when due shall be subject to late charges of one and one-half percent (1.5%) per month of the overdue amount.
5. Accounts that are 30 days or more overdue may be suspended at GeddaSoft'ssole discretion. Accounts will be re-activated once paid in full.
6. A fee of $5.00 CDN will be applied if you allow your credit card to expire and charges cannot be applied during billing cycle.
7. A fee of $20.00 CDN will be applied on NSF or declined transactions without prior notification or arrangements being made.
8. Fees do not include any taxes, levies or duties. Subscriber agrees to pay and be responsible for all applicable taxes, levies and duties.
9. Promotional Code Policy - Use of a promotional code implies amendments to our Subscription agreement. Please request from issuer (Broker or RealtySites PLUS™).
10. Upon exceeding 60 days notification of payment, your account will be locked to our credit card update screen until account is brought up to current.
11. All ownership of content, images, domains, and or intellectual property will be retained by Geddasoft until such time the account is in good standing. 

ARTICLE 4 - SERVICE UPDATES, SUPPORT & TRAINING, TECHNICAL REQUIREMENTS

4.1 Service Updates

From time to time GeddaSoft shall release updates to its Software. System notifications will be issued via email to the Subscriber's email address and to the Control Center Portal Page as soon as reasonable announcing such updates.

From time to time GeddaSoft may experience normal server maintenance. System notifications will be issued via email to the Subscriber's email address and to the Control Center Portal Page as soon as reasonable announcing such maintenance.

4.2 Support

GeddaSoft will provide the Subscriber with basic support services at no additional cost provided Subscriber has completed all the Computer Based Training (CBT) modules.

From time to time, GeddaSoft will host online training sessions.

4.3 Technical Requirement

The Software requires the latest publicly released version of Internet Explorer or FireFox. Cookies and JavaScript must be enabled in order for the Software to function properly.

ARTICLE 5 - INTELLECTUAL PROPERTY OWNERSHIP

5.1 Proprietary Software

The Subscriber expressly acknowledges that the Software has been designed, programmed, compiled, prepared, revised, selected and arranged by GeddaSoftthrough the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money, and constitute therefore valuable intellectual property and trade secrets of GeddaSoft.

5.2 Subscriber's Role in the Protection of the Software

The Subscriber shall take commercially reasonable precautions to avoid unauthorized access to the Software and shall notify GeddaSoft as soon as reasonably possible in the event Subscriber becomes aware that any third party might in any way be infringing upon or misappropriating in any way upon the trade-marks and copyright and/or any other proprietary rights of GeddaSoft, including but not limited to any contractual, statutory and common law rights during and after the term of this Agreement. The Subscriber shall comply with all reasonable requests made by GeddaSoft in relation to the protection of its intellectual property rights.

5.3 Intellectual Property of GeddaSoft

The parties acknowledge that, as between GeddaSoft and the Subscriber, the following are included in the intellectual property of GeddaSoft and shall remain at all times the property of GeddaSoft:

1. the Software and all associated copyrights, trademarks. and trade secrets, including the look and feel, the database design, the functional specifications programming code, and all technical elements including Documentation that are intrinsic to the Software;
2. any copies, updates, and for greater certainty as specified in the definition of "Software", Maintenance Releases, or new versions of theSoftware.

Nothing in this Agreement should be construed as transferring any such rights to the Subscriber or any third party.

ARTICLE 6 - COVENANTS, REPRESENTATIONS AND WARRANTIES

6.1 By GeddaSoft

GeddaSoft covenants, represents and warrants that:

1. GeddaSoft is not aware of any intellectual property rights held by any other person which would adversely affect the right of the Subscriber to use the Software;
2. to the best of GeddaSoft's knowledge, the use of the Software shall not violate or infringe any copyright, trade-mark, registered patent, or any right of privacy or publicity of any third party; and
3. GeddaSoft has all rights to grant the rights and licenses hereunder.

6.2 By the Subscriber

The Subscriber covenants, represents and warrants to GeddaSoft that:

1. the Subscriber shall access the Software in accordance with applicable Laws and in such manner as not to violate or infringe any copyright, trademark, confidential information or trade secret of GeddaSoft;
2. the Subscriber shall be responsible for Users' compliance with this Agreement.
3. The Subscriber shall not resell , sell, lease or rent the Service.
4. as of the Effective Date, the Subscriber is in compliance with all applicable laws.

6.3 Disclaimer

THE SOFTWARE IS PROVIDED ON AN "AS IS" BASIS, AND SUBSCRIBER'S USE OF THESOFTWARE ARE AT ITS OWN RISK. GeddaSoft WILL USE COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN ACCEPTABLE PERFORMANCE OF THESOFTWARE. HOWEVER, GeddaSoft PROVIDES NO WARRANTIES WHATSOEVER ANDGeddaSoft DOES NOT MAKE, AND HEREBY DISCLAIM, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE.GeddaSoft DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. GeddaSoft DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM THE SERVERS THE SOFTWARE IS INSTALLED ON. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPTGeddaSoft OR SUBSCRIBER'S CONNECTIONS TO THE INTERNET.

ARTICLE 7 - INDEMNIFICATION

7.1 Indemnity by GeddaSoft

GeddaSoft shall defend or settle at its own expense any and all suits, actions or claims against Subscriber from and against any loss, claim, action, cause of action, proceeding, damage, loss or expense (including legal fees) arising as a result of a claim that the Software infringes any copyright, trade-Mark, trade secret or other intellectual property right, or is illegal or immoral. GeddaSoft shall pay all damages awarded in any such suit, action or claim, and shall indemnify and save harmless Subscriber from any other cost or liability incurred by it as a result of such suit, action or claim.

7.2 Indemnity by Subscriber

The Subscriber shall, at it's sole expense, indemnify, defend and hold GeddaSoft, its shareholders, officers, directors, employees and agents harmless from and against any and all Losses resulting from (i) a material breach of any of its obligations pursuant to this Agreement; and (ii) any and all actions by a third party in any way related to the use of the Software by Subscriber.

ARTICLE 8 - TERM AND TERMINATION

8.1 Term

This Agreement shall commence on the Effective Date and shall continue in perpetuity unless terminated pursuant to Article 9.

8.2 Rights of Termination

1. GeddaSoft or Subscriber may terminate this Agreement upon an Event of Default at any time as specified under Article 9, or upon thirty (30) days written notice, with or without cause, as given by the terminating party to the other party.
2. Refund Policy - We Do Not Offer Refunds for Services. See 8.3

8.3 Notice of Termination or Suspension

Any termination of this Agreement shall be by written notice setting out the Event of Default that has given rise to the right of termination or the beginning of the thirty (30) days notice period.
In the event that the Subscriber requests termination with less than the thirty (30) day notice period, an administration charge of $50.00 CDN will be charged on the account.

8.4 Upon Termination

1. In the event of the termination hereof, each party shall deliver up, and/or at the other party's option, forthwith erase and destroy, the other party's Intellectual Property (as set out in Article 5) or any information deemed to be confidential by such party;
   

   In the event of the termination hereof, the Subscriber shall:

   1. If the subscription is terminated, immediately cease using thesubscriptionfor any purpose whatsoever; and
   2. pay all undisputed outstanding fees, taxes and expenses within forty five (45) business days of the date of the notice of termination.

   In the event of the termination hereof,GeddaSoft shall:

   1. Upon the request of the Subscriber, allow Subscriber access to obtain their Content.
   2. For Domains, upon payment in full, transfer codes will be issued at a rate of $25.00 per domain.
2. Notwithstanding such termination, all obligations arising prior thereto shall be complied with and any provisions of this Agreement that by their nature operate beyond the termination or expiry of this Agreement shall survive such termination.

ARTICLE 9 - DEFAULT

9.1 Events of Default

The occurrence of any one or more of the following events shall constitute a Default under this Agreement:

1. the Subscriber materially exceeds its Subscription rights contained in Article 2;
2. an action or omission of the Subscriber resulting in a third party obtaining an interest in, or a right to use or copy the Subscription whether by way of unauthorized assignment, security, process of law or otherwise;
3. the Subscriber fails to pay any undisputed invoice due and owing to GeddaSoft for more than 90 days;
4. the Subscriber's assignment or attempted assignment of this Agreement without GeddaSoft's express written approval;
5. Subscriber doing anything or permitting anything to be done that is in material breach of the terms of this Agreement or that materially harms GeddaSoft's intellectual property or proprietary rights in respect of the Software;
6. GeddaSoft's doing anything or permitting anything to be done that is in material breach of the terms of this Agreement or that materially harms the Subscriber's license rights as set out in Article 2;

ARTICLE 10 - CONFIDENTIALITY

10.1 Nondisclosure

Each Party shall treat as confidential all Confidential Information of the other Party, shall not use such Confidential Information except as set forth herein, and shall not disclose such Confidential Information to any third party, Without limiting the foregoing, each of the Parties shall use at least the same degree of care which it uses to prevent the disclosure of its own Confidential Information of like importance to prevent the disclosure of Confidential Information disclosed to it by the other Party under this Agreement, but in no event less than reasonable care. This obligation of confidentiality shall remain in effect for (3) three years after the disclosure. Each Party shall promptly notify the other Party of any actual or suspected misuse or unauthorized disclosure of the other Party's Confidential Information.

10.2 Exceptions

Notwithstanding the above, neither Party shall have liability to the other with regard to any Confidential Information of the other which the receiving Party can prove:

1. was in the public domain at the time it was disclosed or has entered the public domain through no fault of the receiving Party;
2. was known to the receiving Party, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure;
3. is disclosed with the prior written approval of the disclosing^. Party;
4. was independently developed. by the receiving Party without any use of the Confidential Information, as demonstrated by 'files created at the time of such independent development;
5. becomes known to the receiving Party, without restriction, from a source other than the disclosing Party, without breach of this Agreement by the receiving Party and otherwise not in violation of the disclosing Party's rights;
6. is disclosed generally to third parties by the disclosing Party without restrictions similar to those contained in this Agreement; or

10.3 Return of Confidential Information

Each Party shall, within fifteen (15) days of request by the other Party or of termination or expiration of this Agreement, return all Confidential Information received from the other Party.

10.4 Remedies

Any breach of the restrictions contained in this Section 10 is a breach of this Agreement which may cause irreparable harm to the non-breaching Party. Any such breach shall entitle the non-breaching Party to seek injunctive relief in addition to all legal remedies.

ARTICLE 11 - GENERAL

11.1 Notices

1. Any notice required or permitted to be given or delivered under this Agreement shall be delivered to the email address on record. The party receiving such notice shall confirm receipt, or subsequent notifications will continue to be sent.
2. Notification of Suspension of account will be delivered to the email address on record. If a service interruption occurs due to inaction by the User, (IE Your Real Estate Governing Body, or CREA Non-Compliance). GeddaSoft will not be held liable for such interruptions.
3. Notifications including instruction requiring user intervention that may interrupt service will be sent out no less than 7 days prior to required action. GeddaSoft will not be held liable for such interruptions.

11.2 Relationship

Except as expressly set out herein, nothing contained in this Agreement shall create or imply any agency relationship between the parties, nor shall this Agreement be deemed to constitute a joint venture or partnership between the parties.

11.3 Assignment

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 party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party's sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party's election, termination of this Agreement upon written notice to the assigning party.

11.4 Governing Law

This Agreement is governed by the laws of the Province of Ontario.

11.5 Entire Agreement

This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof, and there are no other representations, understandings or agreements between the parties relating to the subject matter hereof.