Your agreement with us and RE-Data's agreement with you.

In consideration of the mutual covenants set forth in this Agreement, Customer and RE-Data.com LLC Software Solutions (A Limited Liability Corporation hereafter referred to as RE-Data) hereby agree as follows: development of website/digital media, database systems, and business consulting. RE-Data agrees to develop the Website and other digital media including database systems and consult according to the terms expressed by the Customer and recommended/approved by RE-Data. This Agreement shall be binding upon and inure to the benefit of Customer and RE-Data. Customer/Client desires to engage RE-Data's services and RE-Data has agreed, to design, develop, implement, provide a host, manage, and maintain on behalf of Client a presence (the "Website') on the international computer network referred to as the Internet, accessible using Hyper Text Transfer Protocol and generally known as the World Wide Web (the "Web"). RE-Data has agreed to provide Client with development, design, and management services in connection with the Website and to provide related services, all as set forth in this Agreement. Now, therefore, the parties hereby agree as follows:

That RE-Data will establish a separate contract with an ISP or Web Hosting provider on behalf of the Client.

In the event of a fault with our web hosting service or server, then RE-Data will initiate an inquiry into the service disruption immediately once notified, usually within 24 working hours of the fault or support issue being observed and reported. In the event of a hardware or software fault being found, the software or hardware maintainer will be contacted and RE-Data will negotiate with service providers on the Client's behalf. In the event of an operating system fault, RE-Data will endeavor to solve the problem as soon as it is possible. Occasionally (not often) the hosting service provider may go offline to perform routine maintenance and upgrades. No other parties shall have the right to change the website (excluding text postings or through the admin console).

Delivery schedules will be predicated on normal working conditions and are subject to adjustment at any time in the event of any cause(s) beyond our control. Travel or production schedules may affect implementation or progress of the project. RE-Data will use our best efforts to complete the project within a reasonable time frame. The allocation of costs may not exactly reflect the anticipated budgets for services outlined; decisions regarding these budgets within any fixed cost shall be made at our discretion. Rush surcharge fee 100%. Plan selected may be upgraded. Client understands that unless they choose a complete customized site by providing us with a storyboard and a written RFP prior to inception of work that the site shall be semi-custom with ONE IDX system based on our demo site. semi custom sites. Graphical template customization is the custom part of these semi custom sites. RE-Data then estimates that it will require 2-12 weeks to complete the initial phases of complete custom sites and 30-45 days for semi custom sites. See www.re-data.com/online_demo for the semi custom IDX database. This is the exact software that we offer for sale to our clients with NO modifications unless agreed to in advance. Due to the variance of many IDX databases we might not be able to provide all the IDX data fields that are on the demo site for all new sites. Client understands the difference between IDX and MLS data. Also client understands that due to the nature of the internet and the rapidly changing environment of the internet that RE-Data's online demo may undergo changes through-out the year. The client understands that the software they will have installed on their site is the software that is on our demo at the inception of their new website. Any changes to the demo prior to going live and before completion may of course be added to the clients website for a nominal fee unless we have completely upgraded the entire software system, which we do once a year. A complete upgrade shall be charged as a new site.

RE-Data will use reasonable diligence in the development of the Website.
Customer acknowledges that delivery dates and the other payment milestones listed are estimates, and are not required delivery dates. The project output and its pace will be based on RE-Data's input, time-frame, budget, resources available and allotted at this time. Due to the nature of the work, both fees and delivery times for services are based on preliminary specifications. Changes in specifications by your organization or vendors may result in an adjustment of the agreement fees and/or scheduled completion date. With so many unknown variables, open-ended possibilities, forces, and interactions within the scope of creative projects, it is very difficult to exactly anticipate time, services, and materials although effort will be made to do so based on general specifications. The Client shall offer RE-Data the first opportunity to make any changes or preparing the work beyond its original use. Professional programming services are billed at the standard rate of $75/$150 per hour. (Client side programming/Server side programming) In the event that the client causes the website software to crash or malfunction by attempting to modify it then the cost to repair is billed at 2x the hourly wage.

Any changes to the project that exceed the order will be submitted to you for approval prior to execution. Work may not at any time be used without payment.

Every effort is made to prepare text and work in accordance with your specifications and instruction. However, discrepancies do occur. Due to various display devices and resolutions, it is not always possible to match original color, fonts, sizes etc. however; we will try to match themes as close as possible. Client is required to provide all content in a digital format (email or ftp) unless otherwise approved in advance by RE-Data.com LLC.

Client is required to provide proof of ownership of any content provided if asked for by RE-Data.com LLC. If no proof as to rightful legal ownership is shown to any content or art than fees and deposits will be forfeited. It is acknowledged that consultant shall not be liable for any data conversion or maintenance which is subject to the likelihood of human and machine errors, omissions, delays, and losses, including inadvertent loss of data or damage. The Client will indemnify RE-Data against all claims and expenses arising from uses for which the Client does not have rights to or authority to use. All rights not expressly granted above are retained by RE-Data, including any electronic rights or usage, and including, but not limited to, all rights in sketches, comps or other preliminary materials. Any use additional to that expressly granted above requires arrangement for payment of a separate fee

The Client will be responsible for payment of any special licensing or royalty fees resulting from the use of sound or graphics or other third party agreements that require such payments. CLIENT EXPRESSLY AGREES THAT IT WILL HOLD RE-DATA HARMLESS FOR ALL LIABILITY CAUSED BY THE CLIENT'S USE OF RE-DATA'S PRODUCT TO THE EXTENT SUCH USE INFRINGES ON THE RIGHTS OF OTHERS OR INFORMATION CONTAINED (ON THE WEB). In the event client repeatedly demands RE-Data.com LLC to infringe on the rights of others than RE-Data.com LLC has the right to cancel any further work on said project with no refunds of any monies paid.

If the project is cancelled by the client then items that are in process but not finalized will be charged; if items are used in part or whole at a later time, the total amount will become payable and due immediately. In the event of cancellation of this Agreement due to illness, unforeseen emergency, lack of cooperation on client's part or overriding obligation, RE-Data will not have any liability for expenses or losses incurred by the Client. Because this confirmation removes consultancy RE-Data from the marketplace on the agreed upon dates/ time, 30 day written cancellation notice, provided that payment is up-to-date. Cancellation "kill" fees are due based on the amount of work completed. Fifty percent of the final fee is due within 30 days of notification for any reason the job is canceled or postponed before the final stage. One hundred percent of the total fee is due despite cancellation or postponement of the job if the work has been completed. Upon cancellation or kill all rights to the art revert to the RE-Data and all original art must be returned, including sketches, comps, or other preliminary materials. Any quotations expire in thirty days. The term of this Agreement shall commence on the date hereof and shall continue for a period of one (1) year and automatically renewed unless notified in writing 30 days prior to anniversary date. To the extent that the RE-Data has acted as Client's agent with respect to securing domain names or Internet addresses, the RE-Data agrees that it shall hold all of such Addressing Materials in trust for Client's sole and absolute use. Client agrees that the RE-Data shall be entitled to reasonable and customary credit for creation of the Website, including a link on the Website to RE-Data's website in such form. We understand that this is budgeted project and will each govern ourselves accordingly. Refunds: Once the programming starts there shall be NO refunds.

Invoices are due upon receipt. All payments (by check or money order) are payable to RE-Data.com LLC. Visa and MasterCard are accepted.

Interest will be charged at the rate of 2% per month for a delinquent account plus $200 republishing fee per incident. If payment is not received prior to the first day of each month, credit card will be billed. For all of RE-Data' services under this Agreement, Customer shall compensate RE-Data, in cash, the amount specified. For cancellations, all fees and deposits will be forfeited; for each bounced check or COD refusal a fee of $75. plus collection fee if necessary will be charged to client. In the event Client fails to make any of the payments referenced by the deadlines set forth, RE-Data have the right, but are not obligated, to pursue any or all of the following remedies:
(1) terminate the Agreement, (2) immediately stop all works-in-progress, suspend site, or remove unpaid material, (3) bring legal action. The Client shall assume responsibility for all collection of legal fees necessitated by default in payment. For work used in part or whole at a later time, the total amount will become payable and due immediately. The RE-Data's financial agreement is with and due from you, it bears no relation to compensation from other sources. The RE-Data is an independent contractor, and nothing herein shall be construed to create any partnership, joint venture, or agency relationship between the parties hereto. The client shall indemnify vendor against all claims and expenses, including reasonable attorney's fees, due to uses for which no release was requested in writing or for uses which exceed authority granted by a release or information contained in the site. All rights not specifically granted in this Agreement are reserved. In any provision found void it may be reformed and all other provisions shall remain valid. Any code provided is for usage only under the terms of this agreement and does not construe ownership in any form.

As required, additional support services will be contracted i.e. creative services, graphic art, writing, special events, booth construction, production, exhibition services, public relations, corporate image, brochures, special translations or application support will be invoiced separately. The placement of paid advertisement is subject to the usual charge of 18%. Any work not personally performed by RE-Data in their capacity will deem them as an Agent. Any changes other than those changes allowed in the original assignment, in the structure of format, customization to templates, the structure of database, the flow chart, picture(s), text, and any other unexpected modifications will result in additional custom design and/or web programming charges.

Agreement and work products are solely intended for the client's primary RE-Data's purpose of developing and marketing its services or products. RE-Data provides a valuable service by identifying tasks and vendors to perform work.

Client and your organization will not perform work contained within, hire or recruit vendors until two years after termination of agreement or you will incur appropriate costs. All work is for use during contract duration and licensed on a non-exclusive basis and protected under the copyright usage laws of the United States, Title 17, United States Code, intellectual property or trademark laws. RE-Data shall hold all right, title, and interest in and to the Website/Media. Specifically, but without limitation, to (1) all text, graphics, animation, audio components, and digital components of the Website (the "Content"), (2) all interfaces, navigational devices, menus, menu structures or arrangements, icons, help and other operational instructions, and all other components of any source or object computer code that comprises the Website, (3) all literal and non-literal expressions of ideas that operate, cause, create, direct, manipulate, access, or otherwise affect the Content, and (4) all copyrights, patents, trade secrets, and other intellectual or industrial property rights in the Website or any component or characteristic thereof. Customer shall not do anything that may infringe upon or in any way undermine RE-Data' right, title, and interest in the Website, as described here. Client shall not do anything that may infringe upon or in any way undermine anyone else's right, title, and interest in their Website by asking RE-Data.com LLC to infringe upon other copyrights. Notwithstanding the above, Customer shall retain all of its intellectual property rights in any text, images or other components it owns and transmits to RE-Data for use in the Website. RE-Data shall retain copyright usage of work, templates, materials, art, aids, assessments, and plans. You may not use, copy, modify, or distribute any part (electronically or otherwise), adapt, transcribe, or merge portion thereof in a manner other than agreed upon.

You agree that you may not rent, timeshare, lend, lease, reverse engineer, decompile, or otherwise translate, adapt or merge the application/ screens or distribute the system/ materials as shareware or place on a public bulletin board or other third party. You agree that you will not assign, sublicense, transfer, pledge, or share your rights under this Agreement. This is non-assignable agreement. Approvals made by other representatives of the client organization shall have the same effect as approvals made by the president.
Facsimile signatures or email replies are considered as original.

RE-Data.com Software Solutions gives no warranty of any kind, guarantee, expressed or implied under any circumstance, including fitness for a particular use, compatibility and damages for loss profits, business interruption, or other pecuniary loss. Client agrees that it shall not hold RE-Data or his/her agents or employees liable for any incidental or consequential damages that arise from RE-Data's failure to perform any aspect of the Project in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of RE-Data or a third party. Furthermore RE-Data disclaims all implied warranties, including the warranty of merchantability and fitness for a particular use. RE-Data is not responsible for obsolescence of the project that may result from changes in requirements. Success of the project will be indicated by the application or site being loaded into memory for execution on a fully functional computer with appropriate working operating system and latest Internet Explorer, Mozzilla, Firfox, Opera or any of the latest editions of current browsers. Access to Internet will be provided by a separate Internet Service Provider (ISP) to be contracted by the Client and who will not be party to this agreement

The parties may not file an action against each other without directly discussing the matter first. If the dispute is not resolved within three (3) weeks after a party's demand for direct negotiation, the parties agree to try to resolve the dispute through mediation.
If the mediator cannot facilitate a settlement of the dispute within a reasonable time, as determined by the mediator, the mediator will issue a written statement to the parties and the aggrieved party agrees to seek relief (if relief is still sought) solely through binding arbitration administered by the American Arbitration Association in Yamhill county Oregon. RE-Data shall be entitled to recover its attorney's fees and costs incurred in enforcing this Agreement. The failure or delay of any party at any time to require performance by another party of any provision of this Agreement, even if known, shall not affect that party's right to require performance of that provision. Oregon law governs this Agreement and contains the entire agreement of the parties and can only be amended by written agreement of the parties.

Customer Responsibilities

You are responsible for the following actions: providing the time and resources necessary to decide whether the solution will achieve the results you desire. In addition to roles stated in the development section you shall be responsible for the approval of design and layout of the site template which we use as a guide to development. Having end-users procure, install hardware/software to run on their computers with operating systems to run applications; providing a proper fine-tuned, functioning operating environment and proper utilities for the computers and network on which the system operate. You will be responsible for training your end-users so they can operate computers or internet browsers. You will also be responsible to learn the basics of using the web and operating a computer. RE-data provides no training in any third party software or any other basics such as copying and pasting. Client should understand how to use email as a responsible tool and know how to copy and paste in order to use the website. We tolerate NO SPAMMING. Any minor violation of this can cause you to loose all email privileges for 72 hours. A serious or second violation can cause you to loose your website. This is a serious issue that can cause our other clients harm by having their email blocked by any ISP that subscribes to ORB list, SBL, XBL, Rokso lists or other such services. We strictly enforce the NO SPAMMING issue.

Client understands that email support is FREE and unlimited relating to our product. Email: support@re-data.com Any ongoing phone support after initial free consultations relating to our software, SEO, and doing business on the web is charged at $150 an hour in 30 minute increments. We do provide emergency FREE phone support for technical issues such as fixing a malfunctioning software module. Appointments are mandatory for any phone calls relating to third party software or search engine issues and must be prearranged at least 24 hours in advance. There is No charge for immediate phone assistance to fix any software bug that was caused by our programming.

End-users are responsible for adopting reasonable measures to limit the impact of problems on their computers, installing plug-ins, updates, adopting procedures to ensure the accuracy of input data; examining and confirming data submitted; identifying and correcting errors and omissions. Client is responsible for complying with all local, state, and federal laws pertaining to the use and disclosure of any system/ data. Items marked confidential or proprietary shall remain so. This will confirm that RE-Data is offering various services to your corporation.

Custom Software Development Disclaimers:

Barring the interference or limitations of third party software or hardware limitations our software should work for the purpose it was intended. NOTE: We do not support any third party software.

Our custom software development does not cover user manuals or any third party software, content, data or links, whether included during installment, development, or at any other time or otherwise and in any way acquired by you.

RE-data does not warrant that any Re-Data software product will meet "ALL" your requirements, will work in combination with any other hardware or software provided by a third party, that the operation of any software will be uninterrupted or error free or that any defects in the software are correctable or will be corrected.

We do attempt to correct any bugs as soon as we are notified. All custom software/database downloads may have bugs, errors, or problems. RE Data Software Solutions LLC is committed to fixing problems in a timely manner, but do realize that problems might occur.

RE Data Software Solutions LLC software sometimes depends on multiple third party components to operate properly. These components may include, but are not limited to, databases, operating systems, firewalls, Web browsers, application servers, and Web servers. RE Data Software Solution's Technical Support aids in the deployment of RE Data Software Solution's platform with these components, however we do not provide direct support for third party components. It is the Customer's responsibility to configure those components and ensure other applications function in the desired configuration before contacting RE Data Software Solution's Technical Support for any issue related to RE Data Software Solution's software.

If a defect in third party software causes RE Data Software Solution's software to perform less optimally, RE Data Software Solutions LLC Technical Support will identify the third party component so that the Customer may pursue a solution with the correct vendor.

Failure to Follow Policies

Failure to fully comply with these terms is grounds for account suspension and/or deactivation (with or without refund, subject to RE-Data's discretion). Any accounts and/or servers contained within RE-Data's network must adhere to the above policies.

We reserve the right to remove any account without prior notice. If we deactivate your account for violating policy, you will forfeit your rights to a refund--and none will be given. No refunds for advanced payment. Our normal policy is a warning first, and account deactivation the second offense, but no warning is required.

Entire Understanding: These terms, together with the proposal or any additional contract, constitutes the sole agreement between RE-Data and the Client. If this Agreement and terms meet with your approval and agree to be bound by it, your payment indicates acceptance.

March, 2005