END USER LICENSE AGREEMENT

Whereas, LICENSOR Realty Analytics L.L.C. hereinafter referred to as  ("LICENSOR") develops proprietary computer programs and sells use licenses for such proprietary  computer programs together with or apart from accompanying copyrighted material and documentation  and  

Whereas, End User desires to obtain the benefits thereof and, in return for which, is willing to abide by  the obligations and fee agreements applicable to LICENSOR's use licenses in LICENSOR's proprietary  computer programs.

 NOW THEN, for good and valuable consideration, including but not limited to license grant in  accordance with this Agreement by LICENSOR to End User's covenant regarding LICENSOR's  proprietary rights.  LICENSOR agrees to sell End User materials representing LICENSOR's product or  products subject to the following terms and conditions:  

ARTICLE I

EXCLUSIVE SOURCE 

End User shall obtain all LICENSOR authorized product materials through LICENSOR or  LICENSOR's authorized Dealer and no other source.  LICENSOR authorized product materials  include, but are not limited to, manuals, license agreements and media upon which company's  proprietary computer programs are recorded, except for archival copies, as defined in  ARTICLE  III.    End User shall make no copies of any kind of any  of the materials furnished by  LICENSOR or LICENSOR's authorized Dealer, unless specifically  authorized to do so in writing signed by an officer of LICENSOR.  

ARTICLE II

PROPRIETARY RIGHTS OF LICENSOR 

End User agrees that LICENSOR retains exclusive ownership of the trademarks  represented  by its company name and logo and product names including but not limited to Realty Analytics 2008,  and all of the documentation and  computer recorded data related  thereto.  End User also agrees that all techniques, algorithms, and processes contained in   LICENSOR's computer program products or any modification or extraction thereof constitute  TRADE SECRETS OF LICENSOR and will be  safeguarded by End User, but in no event shall  End User exercise less than due diligence and care in accordance with the laws of  the country of  purchase and International Law, whichever operates to best protect the interests of LICENSOR.   End User shall not  copy, reproduce, re-manufacture or in any way duplicate all or any part of  LICENSOR products WHETHER MODIFIED OR TRANSLATED INTO  ANOTHER  LANGUAGE OR NOT, or in any documentation, or in any other material provided by  LICENSOR in association with LICENSOR's  computer program products except as specified in  this Agreement and in accordance with the terms and conditions of this Agreement  which remain  in force.  End User agrees that unauthorized distributing, copying, duplications, or otherwise  reproducing ALL OR ANY  PART OR TRANSLATED PART of the computer program products  provided by LICENSOR or the failure to protect such computer programs will  actually and  materially damage LICENSOR.  End User agrees that in the event End User breaches this  agreement, End User will be  liable for damages as may be determined by a court of competent  jurisdiction.  

ARTICLE III

ARCHIVE COPIES 

End User may make archival copies of those portions of LICENSOR's product(s) that are   provided on a machine readable media, provided such copies are for the End User's personal use  on one microcomputer and that no  more than one such copy is used at any time unless End User  has paid for multiple copy use as described in ARTICLE IV of this Agreement.  

ARTICLE IV

 SINGLE CPU 

LICENSOR use licenses are applicable to a single microcomputer installation in the event  End  User intends to use a LICENSOR product or any part thereof on more than one  microcomputer, the license fee for each such multiple use must be purchased.  Quantity discounts  in accordance with LICENSOR policy will apply.  In the event of simultaneous use, a  license  must be obtained for each instance of possible simultaneous execution.  

ARTICLE V

 ASSIGNMENT 

In the event End User wishes to transfer the rights granted by this Agreement, retaining  none thereby, a letter requesting such transfer accompanied by the original diskette or label  therefrom, must be sent to  LICENSOR.  LICENSOR will then select the most appropriate method  for distribution of the transferred rights.  

ARTICLE VI

LIMITED WARRANTY 

LICENSOR warrants that all materials furnished by LICENSOR constitute an accurate   manufacture of LICENSOR products and will replace any such LICENSOR furnished material to  be thus defective, provided such defect is found within ten days of purchase by End User.   However, LICENSOR makes NO express or implied warranty of any kind with regard  to  performance or accuracy of data of any kind nor for any consequential damages resulting  therefrom whether through loss or  inaccuracy of data of any kind nor for any consequential  damages resulting therefrom whether through LICENSOR negligence or not. LICENSOR will not  honor any warranty where a LICENSOR product has been subjected to physical abuse or used in  defective or  non-compatible equipment.  LICENSOR will not honor any warranty for which there  is no signed End User Agreement Acknowledgment on  file at LICENSOR offices.  The products  provided are intended for commercial use only. 

ARTICLE VII

UPDATES 

LICENSOR may, from time to time, revise the performance of its products and in doing so,  incur NO  obligation to furnish such revisions to any LICENSOR customer.  At LICENSOR's option, LICENSOR may provide such revisions to its  Dealers.  Also, at LICENSOR's option, LICENSOR may provide its dealers and End Users with a revision newsletter from time to time.  (No update or customer service or newsletter distribution will be provided unless a properly  signed End User Agreement  Acknowledgment is on file at LICENSOR offices.)  

ARTICLE VIII

CUSTOMER SUPPORT 

It is LICENSOR's customary practice to provide reasonable assistance and support in the use of its products to its customers through its dealer network.  End Users therefore are expected  to obtain customer service from  their Dealer. 

ARTICLE IX

TERMINATION OF LICENSE 

If any one or more of the provisions of this Agreement is breached, the license  granted by  this Agreement is hereby terminated.  Nevertheless, in the event of such termination, all the  provisions of this Agreement which operate to protect the rights of LICENSOR shall continue in  force.  

ARTICLE X

INJUNCTIVE RELIEF 

It is understood and agreed that, notwithstanding any other provisions of this Agreement,  LICENSOR has the unequivocal right to obtain timely injunctive relief to protect the proprietary  rights of LICENSOR.  

ARTICLE XI

GOVERNING LAW 

When accepted in the United States, this Agreement shall be interpreted in accordance with the  laws  of the State of Delware.  When accepted in any other  country, this agreement will be interpreted in accordance with International  Law.  In the event  any part of this Agreement is invalidated by court or legislative action of competent jurisdiction,  the  remainder of this Agreement shall remain in binding effect.  

ARTICLE XII

LEGAL FEES 

In the event of legal action brought by either party, the prevailing party shall be entitled to reimbursement of legal fees as set by court action.  

ARTICLE XIII

ENTIRE AGREEMENT 

This Agreement constitutes the entire agreement between the parties and supersedes any prior agreements.  This Agreement may only be changed by mutual written consent.  

ACKNOWLEDGEMENT 

By downloading and installing the software and accepting the Licensor End User Agreement Acknowledgment, the End User hereby accepts all the terms and conditions of this Agreement without exception, deletion or  alteration. End User recognizes that any use of LICENSOR products without the return of said  End User Agreement Acknowledgment will be considered a breach of contract, subject to liquidated damages and otherwise unlawful and an unauthorized use of LICENSOR's trade secrets  and proprietary products.