INTERNET SERVICES AGREEMENT for Real Office Assistant


As a subscriber to Real Office Assistant, a product/service of Intranets-NetsCom.com, you agree to the following terms, conditions, and limits to liability. This agreement is the sole agreement for use of Real Office Assistant. For the purposes of this agreement Intranets-NetsCom.com is represented as “Provider.”

RECITALS


A. Provider is in the business of designing, producing, and maintaining web sites and web pages on the World Wide Web portion of the Internet.


B. Provider, through its independent efforts and funds, has developed specialized content for Internet web pages beneficial to Broker.


C. Broker is a real estate company with a number of brokers, real estate agents, employees and other representatives who would benefit from such Internet content and has ordered and/or signed up for the service specific to their company. A copy of the original order form or notice shall be kept on record with Intranets-NetsCom.com.


D. In this Agreement, Provider and Broker have established the terms and conditions under which Provider, through Provider’s web site, will provide Broker with access to a co-branded Internet “home page,” also known as “Real Office Assistant,” and/or “RealOA” customized for Broker use. A sample of such a page can be found at http://www.Intranets-NetsCom.com.


All parties agree to the following:


AGREEMENT


  1. PROVIDER SERVICES


    1. Web Page Development Services. Provider agrees to develop for Broker a co-branded Internet “Home Page” that contains the following design features and content:

      1. Display of the Broker’s name for the offices to which the “Home Page” relates;

      2. Links to relevant information sites maintained by third-parties, including without limitation, links to the multiple listing service, area Boards of Realtors, county recorder offices, area newspapers, local and national real estate organizations, services and news of interest, and so forth;

      3. Links to content designed by Provider, including content such as: specialized property listings, foreclosure directories, prospecting tools for real estate agents, information of interest to real estate agents, and so forth;

      4. Links to such content as Broker designates, including newsletters written by Broker, documents and directories created by Broker, and so forth;

      5. Prominent display of Provider name as the provider and operator of the “Home Page”;

      6. Such other content and features as are specified in the development specifications, if any, set forth in the attached Exhibit A (together with items a-g above, the “Development Specifications”).


  1. Payment of Services

    1. Payment of service is due on or before the last day of the month that precedes the pending month’s service.

    2. Pricing shall be based on current published pricing at the time of order and shall remain at that price for a period of one (1) year unless the level of service is changed.

      1. If service is changed via customer elected upgrades in service or other change of service decisions then the pricing in affect at the time of such changes shall take affect on the immediately following billing cycle.

    3. Payment can be rendered in cash (check acceptable) or by credit card. If by credit card, then Intranets-NetsCom.com shall use only fully secure methods of securing and using customer credit card data. All privacy policies shall apply.

    4. A late fee of up to 25% may be charged for all payments that are more than 5 days late.

    5. Clients that fail to make timely payments or fall into arrears are subject to having their Real Office Assistant service/product suspended and/or cancelled WITHOUT NOTICE. All contents of the site shall remain on Intranets-NetsCom.com server’s, or hosted servers until all fees are resolved and brought current.


  1. -Delivery and Acceptance of the Initial Home Page.

    1. Delivery and acceptance of the “Home Page” will be considered complete when the “Home Page” with Broker’s branding in place is published to http://www.realoa.com/<brokername>. Specialized content on the page for the Broker shall not constitute non-delivery and shall not be a cause for non-acceptance and/or non-payment. The Broker will be provided an administrator interface to add content specific to the Broker office. Any materials or secondary pages that need to be produced for the Broker will be done by Provider on a first in first out basis. An additional one time fee may apply for such work and will be quoted to the Broker before customization work begins.



  1. -Home Page Hosting and Support Services.

    1. Provider shall fully implement the Home Page on a web site and host server selected, hosted, and supported by Provider. The Home Page shall be accessible to Broker, Broker’s Employees and Broker’s agents via the World Wide Web portion of the Internet twenty-four hours a day, seven days a week, except for scheduled maintenance and required repairs, and except for any loss or interruption of hosting services due to causes beyond the control of Provider, including, interruption or failure of telecommunications or digital transmission links and Internet slow-downs or failures or spikes in utilization. In the event of any loss or interruption of hosting services for a continual period of 24 hours or more for causes other than scheduled maintenance and required repairs and causes beyond the control of Provider, Broker’s sole remedy and Provider’s sole liability for any loss or interruption of hosting services shall be to provide Broker with a credit against future hosting services equal to a pro-rata portion of the hosting services fees, if any, paid by Broker for the period of such loss or interruption.


    1. Provider shall have the right to obtain and record information reflecting access and usage of the Home Page, including without limitation, audited and un-audited hits, visits, “click-throughs,” and impressions; and other information directly or indirectly obtained from users accessing the Home Page (the "Usage Information"). Provider shall have unlimited rights of use to such Usage Information, subject to all privacy and data protection laws applicable to the gathering, processing, storing and transmitting of Usage Information.


    1. Broker shall be responsible for obtaining Internet service for access to the Home Page by Broker and Broker’s employees and agents.




  1. 1.04 Home Page Changes by Provider. Provider may from time to time revise or update the content and features of the Home Page. Provider will give notice via e-mail or other means of any material change in Home Page content or features within 10 days of implementation of those features. Provider may place advertising content on Home Page at its discretion so long as such advertising is of a professional nature.



  1. 1.05 Home Page Changes Requested By Broker. Broker may at any time request changes in the content or features of the Home Page. Provider will promptly evaluate the impact of each requested change and either implement the change or respond in writing if Provider objects to any requested change. Except as specified in the attached Exhibit C, Broker shall not bear any expense for changes implemented by Provider. The time required to make such changes shall be set by Provider.

  1. OBLIGATIONS OF BROKER


    1. Broker Content. Except as expressly provided in the Development Specification, (Exhibit A) or by separate written agreement mutually agreed to, Broker shall be responsible for all aspects of Broker’s web sites and/or other sites and pages containing content provided by Broker that are linked to the Home Page (collectively, “Broker Content”) and Provider shall have no responsibility for such Broker Content, including development, implementation and operation of any Broker Content. Broker shall maintain and update such Broker Content in a timely manner. Broker will not include in any Broker Content any content or materials which are obscene, threatening, malicious, which infringe on or violate any applicable law or regulation or proprietary, contract, moral, privacy or other third party right, or which otherwise exposes Provider to civil or criminal liability. Provider may remove links from the Home Page to any materials placed in Broker Content which do not satisfy the foregoing requirements and shall be deemed to be a material breach of this Agreement. Broker shall indemnify and hold Provider harmless from any claims against Provider arising out of Broker Content.


    1. Use of Home Page. Broker agrees that all computers owned by Broker and used in or as part of the operations for the offices of Broker identified on the attached Exhibit D shall use the Home Page as the “home page” such that it (a) first appears whenever the Internet browser for any Internet software application is first turned on for use by such computer and (b) is designated as the home page for said Internet browser at any time that a user designates that the browser return to home, whether or not connected to the Internet. Broker further agrees to use best efforts to encourage all Broker employees and agents (“Employees”) to similarly use the Home Page as the Internet “home page” for their own laptops, desktops, home computers, and other computers when used in the business of Broker. Broker and Broker’s Employees agree also to abide by such “use policies” established for the Home Page as provided from time to time by Provider on the Home Page.


  1. INTELLECTUAL PROPERTY OWNERSHIP AND LICENSES.


    1. License by Provider. Provider hereby grants to Broker a limited, non-exclusive, non-transferable license during the term of this Agreement. Such license is limited to use by Broker on the Home Page and no other location and such license(s) shall terminate upon Broker’s termination of this Agreement.


    1. License by Broker. Broker hereby grants to Provider a non-exclusive, non-transferable, royalty-free license, during the term of this Agreement, to use the Broker Content as necessary to provide the services contemplated under this Agreement.


    1. 4.03. Provider’s Ownership of Intellectual Property and Home Page. Nothing in this Agreement shall transfer ownership of, or limit in any way Provider’s ownership or right to use, the intellectual property rights in any methodologies, design concepts, products, know-how, or other items of any type employed or produced under this Agreement, including but not limited to, any software, the Home Page and its related features or other deliverables resulting from or used in conjunction with the services of Provider pursuant to this Agreement (the “Provider Materials”). No Provider Materials prepared or developed by Provider under this Agreement shall be deemed “works for hire.” Provider shall retain all rights, title, and interests in and to such Provider Materials, except to the limited extent licensed to Broker under Section 4.01. To the extent, if any, that ownership does not automatically vest in Provider by virtue of this Agreement or otherwise, Broker hereby transfer and assign to Provider all right, title and interest which Broker may have in and to the Provider Materials. Broker agrees to give Provider and any person designated by Provider any reasonable assistance required to perfect the rights defined in this Section 4.03. Broker specifically acknowledges and agrees that, except for the Broker Content, Provider may utilize without restriction any Provider Materials for the development and use of Internet web sites and home pages for other parties for the same or similar purposes as the Home Page is used by Broker.


    1. 4.04. Broker’s Ownership of Broker Content. Broker shall retain all ownership rights to the Broker Content, including any trademarks, trade names, logos provided by Broker. Nothing in this Agreement will be construed to grant Provider any ownership right in, or license to, Broker Content.


  1. NO WARRANTY AND LIABILITY LIMITATIONS


    1. Disclaimer. PROVIDER DOES NOT MAKE ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THIS AGREEMENT, THE SERVICES RENDERED HEREUNDER, OR ANY PRODUCTS PROVIDED HEREUNDER. INFORMATION ON THE SITE IS PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS AND PROVIDER DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT THERETO, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT OPERATION OF THE HOME PAGE WILL BE UNINTERRUPTED OR ERROR-FREE, NOR WARRANTY THE accuracy, reliability, quality, validity, or completeness of ANY information ON THE HOME PAGE. THE RISK OF USE OF THE HOME PAGE AND LINKS TO OTHER SITES FROM THE HOME PAGE IS WITH THE BROKER. Specifically, Provider makes no warranty and assumes no responsibility in any way for content provided by any third party and inclusion or reference to such content on the Home Page does not constitute Provider’s endorsement or recommendation of such third parties or such content. Broker acknowledges that Provider shall not be responsible for the accuracy of any content provided by any such third party, and that Provider cannot ensure against changes in information provided by such third parties or the continuing accuracy of Internet links to the Home Page over time.


    1. Total Liability. IN NO EVENT SHALL PROVIDER’S AGGREGATE LIABILITY FOR ALL CASES OR CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE AGGREGATE PAYMENTS ACTUALLY RECEIVED BY PROVIDER FROM BROKER UNDER THIS AGREEMENT. IN NO EVENT WILL PROVIDER BE LIABLE TO BROKER OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL DAMAGES OR LOST PROFITS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.


    1. Limitation of Remedies. Broker's exclusive remedy, and Provider's sole liability for any case or controversy arising out of Provider's failure to perform any of its obligations hereunder shall be to terminate this Agreement and receive a refund from Provider of the unearned portion of any fees paid with respect to the services.


  1. Term and Termination


    1. The initial term of service is for twelve months (one year) and will renew automatically for successive twelve month periods.

    2. Service may be terminated at any time. A cancellation fee equal to fifty percent of the remaining service period shall be applied.


  1. MISCELLANEOUS


    1. Notices. All notices required or deemed necessary hereunder shall be in writing and shall be served to the appropriate party either by delivery in person, or by certified mail, return receipt requested. No defect in the delivery of notice shall be deemed material, provided that such notice is timely received. Until notice of a change of address is given in accordance with this section, all such notices and documents shall be given or addressed to the following location:


If to Provider:      

355 N. Lantana St.

#746

Camarillo, CA 93010

Attention: Legal  


If to Broker:      

Address as provided on order form, whether online or on paper.

    1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflicts of law principles.


    1. Fees and Costs of Disputes and Enforcement. In the event of a dispute or breach or other action taken to enforce the rights created or enumerated by this Agreement, the prevailing party SHALL NOT be entitled to payment by the other party or parties for any costs and expenses incurred in connection therewith, including reasonable attorney's fees.


    1. No Waiver. Failure by a party to enforce any provision of this Agreement shall not constitute a waiver thereof, unless an express, written waiver is made with respect thereto. A waiver by any party of any provision hereof shall be valid only in the instance for which it is given, and shall not be deemed a continuing waiver of said provision, nor shall it be construed as a waiver of any other provision hereof.


    1. Severability. If any portion of this Agreement shall be declared void or unenforceable by any court or administrative body of competent jurisdiction, such portion shall be deemed severed from the remainder of this Agreement, which Agreement shall continue in all other respects valid and enforceable. The parties mutually agree to cooperate in any revision of this Agreement which may be necessary to meet the requirements of said court or administrative body.


    1. Captions. The headings and captions contained in this Agreement are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The use of the plural or singular in this Agreement shall be construed to reflect the actual circumstances at the time of construction or interpretation.


    1. Entire Agreement. This Agreement constitutes the entire agreement between the parties and may be updated by Provider from time to time. NO NOTICE IS REQUIRED on behalf of Provider. Broker assumes all responsibility to review this agreement and its specific conditions.


    1. Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent.


    1. Counterparts. This agreement may be printed by client for permanent record at the time of order at anytime. Acceptance of these terms of use is considered “Accepted” upon submission of your order. There are no counterparts to this agreement.