Tour Now Network - Terms of Use Statement

This Terms of Use Agreement is made effective upon completion and submission of this form, by and between The Tour Now Network, L.L.C., a Michigan Limited Liability Company, with a business address of P.O. Box 4071, Ann Arbor, Michigan 48104, and Website, with an address of www.tournow.net (hereafter referred to as "Tour Now"); and an Independent Agent with the business address previously stated in this form, (hereinafter referred to as "User").

Tour Now desires to contract with User for the purpose of providing User its Tour Now internet access services, and User wishes to enter into this Agreement with Tour Now so as to arrange certainty in relation to the services and costs of such services to be rendered. For these reasons, and in consideration of the mutual promises set forth in this Agreement, Tour Now and User agree as follows:

1. Services: Subject to the terms and conditions of this Agreement, Tour Now hereby agrees to provide to User services as detailed on Exhibit A attached hereto.

2. Cost of Services: User has two options with regard to the pricing of virtual tours with the Tour Now system. Each pricing plan is detailed in Paragraphs A and B below:

A. Standard Pricing Plan: User agrees to pay Tour Now $24.95 for each and every usage of Tour Now services of the home tour listings as described in Paragraph 1, above. Further, each $24.95 payment allows that listing a six month running time, of which it will be terminated at the end of six months but can be renewed for an additional six months at a reduced price of $9.00. If any alterations to the listing are necessary during any six-month period, the cost of such alterations will be $0.00. Additionally, User agrees to pay Tour Now $0.00 as an initial setup fee, to be paid within thirty (30) days of the date of this Agreement as set forth below in Paragraph 3, and $0.00 as an account maintenance fee, each year this Agreement is renewed as set forth below in Paragraph 3.

B. Unlimited Pricing Plan: User agrees to pay Tour Now $27.95 each month in exchange for the right to create an unlimited number of tours with the Tour Now system. Tours created under the Unlimited Plan will be perpetual, and will not be terminated unless the agent chooses to terminate them. If user fails to pay $27.95 in a given month, user will be notified, and tours will be deactivated for a period of 30 days. At the end of the 30 day deactivation period, if user still has not paid account balance in full, all tours within the account will be irreversably deleted. User may host up to 30 tours in an account with the Unlimited Pricing Plan at a time. If this maximum number of tours has been reached, the user will be required to delete a tour before adding a new one. Users selecting the Unlimited Pricing Plan agree to pay an additional $8.00 per month for each additional user sharing the account, if more than one user is sharing the account. Moreover, user agrees not to name the account in a generic fashion, so as to disguise the fact that multiple agents are using a single Unlimited Pricing Plan account. Tour Now reserves the right to terminate any account at any time, and delete the tours within the account, should user(s) fail to comply with the terms of the account.

Users wishing to switch from the Standard Pricing Plan, described in Paragraph A above, to the Unlimited Pricing Plan, described in Paragraph B above, will not be required to pay an additional fee to make the transition. Users wishing to switch from the Unlimited Pricing Plan, described in Paragraph B above, to the Standard Pricing Plan, described in Paragraph A above, will be required to pay a pro-rated per tour rate for each unpaid tour remaining in the user's account, based on a 180 day tour life. Tours that are over 180 days old will be charged at a rate of $9.00 for the purpose of pricing plan transitions. Users may initiate a pricing plan transition at any time they desire, provided their account is in good standing.

3. Term of Agreement: The term of this Agreement shall begin on the date of this Agreement and shall remain in effect for a period of 2 year(s) from the date listed above. Unless terminated by one of the parties, as set forth below in Paragraph 4, this Agreement shall renew itself for an additional 2 year period.

4. Termination: This Agreement may be terminated at any time by either party upon thirty (30) days written notice, with or without cause, and the right of termination shall not be restricted in any way or manner, except in a writing executed by both parties. The termination shall become effective 30 days from the date of termination.

In the event this Agreement is terminated for any reason, then User shall be obligated to pay in full to Tour Now any monies owed for its services rendered up through the date of termination.

5. Independent Contractor Status: This Agreement does not establish an employment, partnership, joint venture, or any other business association or relationship between Tour Now and User, other than that of an independent contractor. Tour Now shall not be construed as a general agent who would possess power to act on behalf of User in any respect. Tour Now will provide a service for User to utilize and at no time shall Tour Now be responsible for any actions by User, nor shall User be responsible for any actions of Tour Now. Tour Now and User will not and shall not hold themselves out as having any authority to create any contract or obligation, either expressed or implied, on behalf of, in the name of, or binding upon either party. Tour Now and User may not pledge either entity's credit, extend credit on behalf of either entity, accept payments on behalf of either entity, of make any warranties on behalf of either entity. If either party acts in a manner to violate this arrangement, they shall indemnify the other party for having taken inappropriate and unauthorized actions of this nature.

6. Terms of Use: User and Tour Now hereby additionally agree that this Agreement is to provide services to User from Tour Now. At no time is any warranty implied or expressed by Tour Now in this matter and User hereby affirmatively states that it will comply with all applicable local, state and federal laws concerning the utilization of the services rendered by Tour Now to User. User acknowledges and expressly indemnifies Tour Now from any claims made by User in relation to utilization of the services by Tour Now under this Agreement. Tour Now is not responsible for any losses, damages or liabilities incurred by User in relation to its utilization of services from Tour. Further, User shall indemnify Tour Now from any and all actions and costs related to its responsibilities in indemnifying Tour Now herein.

7. Property of User: All information and items utilized by User to place on the services rendered by Tour Now shall belong to User and be the exclusive property of User.

8. Confidential Information - Non Disclosure: The parties understand that each shall have access to information concerning the other and concerning clients, customers, trade secrets, research data, drawings, product specifications, warranty information, production processes, supply sources, supply contracts, plans models sales data, cost, price and other financial information and other materials of both User and Tour Now and its customers and suppliers, as they may exist from time to time. The parties agree that such information and materials are valuable and unique assets of each other's business, and that disclosure of such items would be detrimental to either party. Therefore, the parties agree that:

A. During and after the term of this Agreement, to hold all information and materials confidential and not to disclose any such information to third parties, except by direction of the party to whom the information belongs; and

B. During and after the term of this Agreement, not to take, without the written consent of the other party, any information whatsoever and items related to such information belonging to the other party currently in that party's possession. The parties also covenant and warrant not to take any computer, computer software, diskettes, magnetic tapes, or other storage media in any tangible form belonging to the opposite party.

9. Covenant Not to Compete: During the term of this Agreement, and for a period of three years after its expiration or termination, User shall not engage in, or become interested in, any business or enterprise that sells any kind of product similar to Tour Now anywhere in any state in the United States or abroad, without the written consent of Tour Now.

The parties agree that any violation of the covenant contained in this Paragraph is likely to cause Tour Now irreparable harm or damages that are impossible to ascertain. User, therefore, agrees that Tour Now shall be permitted to seek an injunction from any Court of competent jurisdiction pertaining to any violation of the covenant contained in this Paragraph. Tour Now understands that by seeking injunctive relief, Tour is not prohibited from pursuing any other available remedies from any threatened or actual breach of this Paragraph.

If any provision of this Paragraph is held to be invalid or unenforceable, such holding shall not affect the validity or enforceability of any other provisions of this Agreement. If the claim of invalidity or unenforceability of any provision is based upon the length of the term of the covenant, or the area covered by it, such provision shall not be deemed invalid or unenforceable, but shall be deemed modified to the maximum area and maximum term of duration that any court of competent jurisdiction rules is reasonable, necessary, valid, and enforceable.

10. Indemnification: User agrees to indemnify and save Tour Now harmless from and against any and all liability, claims, damages, losses, judgments, suits, decrees, costs, and expenses, including reasonable attorney fees, that arise out of User's utilization of Tour Now's services.

11. Waiver of Breach: The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by that party. No waiver shall be valid unless it is made in writing and signed by the party giving the waiver.

12. Notices: Any notice required or appropriate to be given under this Agreement shall be made in writing and shall be deemed to be given when delivered personally, upon mailing by first class mail to the party at their respective addresses, as listed above, or at such addresses as they may specify in writing, or upon e-mailing at their respective e-mail address as listed above.

13. Construction of Agreement: Captions at the beginning of each paragraph of this Agreement are provided to assist in locating and reading those paragraphs and subparagraphs; they shall not be deemed a part of this Agreement and shall be ignored in its constriction. Each pronoun shall include gender, common, neuter, or number thereof as the identity of its antecedent may require. This Agreement may be executed in multiple counterparts and each executed counterpart shall be considered as an original of this Agreement. This Agreement shall be construed according to the laws of the State of Michigan, but not including the application of any Michigan conflicts of law rules. The parties agree that any court in the county in the State of Michigan in which Tour Now has its principal place of business possessing competent subject matter jurisdiction, shall possess exclusive jurisdiction over any actions to enforce or construe this Agreement.

14. Entire Agreement: This Agreement, and any documents referenced in this Agreement, contain the entire agreement between Tour Now and User and supersedes any prior understandings or agreements between them, respecting the subject matter of this Agreement. No changes, alterations, modifications, additions, or qualifications of the terms of this Agreement shall be made or be binding unless made in writing by Tour Now and User.

15. Assignability and Binding Effect: Tour Now and User shall not assign any portion of all of this Agreement without the prior written consent of Tour Now and User. The terms of this Agreement shall be binding and inure to the benefit of, and be enforceable by and against the parties, their heirs, personal representatives, successors, and permitted assigns.

Subject to the terms and conditions of this Agreement, Tour Now and User hereby agree to the following:

a. A specialized Agent Account will be created for User by Tour Now to consolidate all of User's virtual tours.

b. Tour Now will provide a login name and password for the User. This login name and password will allow the User to access, create, modify, delete or deactivate their virtual tours.

c. Tour Now agrees to provide all of the virtual tour features to User present on the date of this Agreement, and will not strike any features from the system without providing proper notification as set forth in Paragraph 12 of this Agreement.

d. Tour Now will deactivate any tour which has been created and active for three days, but which has not been paid for. Tours will be reactivated upon payment. User can cancel tour and avoid payment if tour is deleted before payment is made.