LICENSING AGREEMENT
INVESTOR, CONTRACTOR, REALTOR, LENDER
This agreement hereinafter referred to as the "Agreement" is entered into as of the date of submission the "Effective Date" by and between the undersigned, hereinafter referred to as the "Affiliate" and RealVestors.com, "RealVestors.com" collectively the "Parties". WHEREAS, RealVestors.com has developed an online home buying, fixing, selling and financing business, the .Business. known as "RealVestors.com"- the "Mark", which includes the web site located at the domain www.RealVestors.com the "RealVestors.com Web Site" and various other marketing tools and materials associated therewith the "RealVestors.com Marketing Materials", the purpose of which is to provide the general public with a resource for quickly buying, fixing, selling and financing of a home. Specifically, users of the RealVestors.com Web Site fill out a home service request form, thereby creating a "Lead" as hereinafter further defined, which RealVestors.com then immediately forwards to its affiliate that has the rights to the Lead category and area in which the Lead is located.
The affiliate then has the option of fulfilling the needs of the Lead in question. The affiliate negotiate directly with the Lead or arranging for the successful satisfaction of the Lead by a third party at a prices, estimate, rate and or terms suitable to the Lead. RealVestors.com desires to provide Leads to Affiliate for the territory set forth on Affiliate sign up form (on screen) attached hereto and made a part hereof the "Affiliate Territory". and Affiliate desires to be designated as the primary recipient of Leads for such Lead category in Affiliate Territory; In consideration of the covenants and conditions provided in this Agreement, and other good and valuable consideration, RealVestors.com and Affiliate hereby agree as follows:
DEFINITIONS
Affiliate Territory. "Affiliate Territory" means the territory set forth on Affiliate sign up form (on screen) for which Affiliate shall be the primary recipients of all Leads of Affiliate category generated by the RealVestors.com Web Site and shall have a license for the Trademarks, the RealVestors.com Marketing Materials and the RealVestors.com Proprietary Materials. Business. "Business" means RealVestors.com's online home buying, fixing, selling and finance business. RealVestors.com Content. "RealVestors.com Content" shall mean any and all proprietary images, artwork, copy, information, data, or knowledge of RealVestors.com located on and originating from the RealVestors.com Web Site. RealVestors.com Marketing Materials. "RealVestors.com Marketing Materials" shall mean any and all marketing materials, whether in written, electronic or other format, developed by RealVestors.com for the promotion of the Business. RealVestors.com Proprietary Materials.
"RealVestors.com Proprietary Materials" shall mean collectively the images, artwork, copy, information, data, knowledge, computer software, content and design of the RealVestors.com Web Site and the Business. RealVestors.com Services. "RealVestors.com Services" shall mean any and all services defined or otherwise provided for in the services section. of this Agreement. RealVestors.com Trademarks. "RealVestors.com Trademarks" shall mean the Mark and any and all other trademarks, service marks, trade names, logos, insignia, slogans, names, emblems, symbols, designs and/or other identifying characteristics of RealVestors.com and/or the Business used by RealVestors.com in connection with the RealVestors.com Web Site, the RealVestors.com Marketing Materials and/or the RealVestors.com Proprietary Materials. RealVestors.com Web Site.
"RealVestors.com Web Site" shall mean RealVestors.com's web site located at www.RealVestors.com and/or any mirror sites or alternate domains pointing to the RealVestors.com Web Site or mirror sites. Lead. "Lead" shall mean an individual who has completed and submitted a home service request form on the RealVestors.com Web Site for the purpose of buying / fixing / selling / financing a residence. Valid Lead. "Valid Lead" shall mean a Lead generated from the RealVestors.com Web Site that contains at least the following information: First Name, Last Name, one (1) Phone Number or an E-mail Address, Street Address, City and State.
SERVICES
Real Estate Lead Generation Services. RealVestors.com agrees to operate and maintain the RealVestors.com Web Site for the purpose of Lead generation. Upon the submission by an individual of a home service request form for a home located in the Affiliate Territory (defined by state and county) that contains sufficient information to constitute a Valid Lead, RealVestors.com will directly route such Lead to Affiliate Account and or by e-mail to the e-mail address set forth on Affiliate sign up form (on screen). Upon delivery of a Lead to Affiliate, Affiliate warrants and agrees: (A) to contact the Lead by 7:00 p.m. local time on the second (2nd) business day from the time Affiliate receives the Lead's information from RealVestors.com (the "Contact Period"); (B) to offer Affiliate's most competitive prices, estimate, rate and or terms to the Lead for the home under consideration; and (C) to offer Affiliate's highest level of service to the Lead to facilitate the Lead's satisfaction of the home under consideration.
In the event Affiliate does not contact such Lead within the Contact Period, RealVestors.com shall have the full right to contact such Lead or reassign such lead to another affiliate of RealVestors.com , after which Affiliate will lose all rights hereunder to contact, and shall not contact such Lead. RealVestors.com reserves the right to forward any Lead at any time to internet based real estate resource and information services if said lead has not been contacted by affiliate within two days. Other Services Lead Generation. RealVestors.com may generate leads for other services normally associated with a home which leads may be derived from individuals located in the Affiliate Territory. RealVestors.com retains all rights with respect to any and all such leads except for affiliate category leads. RealVestors.com Proprietary Materials. RealVestors.com shall provide, at its sole discretion, Affiliate use of the RealVestors.com Proprietary Materials, if any, strictly in accordance with the license granted herein, for the sole purpose of facilitating the promotion of the Business.
Advertising Services. Affiliate may provide for their own additional Advertising within their territory (specifically including television, bill boards, newspaper, magazine and radio) all ads to include the RealVestors.com URL and proof to be approved by RealVestors.com. RealVestors.com will not provide any advertising or marketing services other than those services set forth in realvestors.com services Sections hereinabove. If RealVestors.com and Affiliate agree to an arrangement whereby RealVestors.com shall provide any such additional co-op Advertising services to Affiliate (hereinafter the "Additional Advertising Services"), such Additional Advertising Services (and the fees to be charged therefore) shall be set forth on addendum labeled "Additional Advertising Services" and attached hereto and made a part hereof. RealVestors.com may modify, suspend or discontinue at any time any aspect of the RealVestors.com Services relating to any RealVestors.com Marketing Materials, RealVestors.com Proprietary Materials and/or Additional Marketing Services.
Affiliate agrees that this Agreement is personal to Affiliate and that Affiliate may not resell, lease, license, assign or redistribute any portion of the Leads, RealVestors.com Services, RealVestors.com Marketing Materials, RealVestors.com Trademarks or RealVestors.com Proprietary Materials to anyone without RealVestors.com's express prior written consent. The affiliate agrees to promote RealVestors.com at their local real estate / contractors / home owners association / club meetings, at least once per month, via flyers and personal appearances. Affiliate further agrees to advertise the site at least four times per month in the main local newspaper. Ads may be "RealVestors.com - Today's Real Estate Solutions". and Ads may be generic promotion or an ad for; We Buy Houses / Houses For Sale / Home Loans / Rehab-Construction Estimates , with the RealVestors.com URL in their ad.
PAYMENT AND FEES
Subscription Payments
Regardless of whether or not Affiliate uses any or none of the RealVestors.com Services, RealVestors.com will charge Affiliate the monthly fees set forth on Schedule:
Affiliate Subscription are $89.99 per month. Affiliate agree to pay RealVestors.com $89.99 monthly for a twelve month period billed annually at $1,079.88 on a recurring basis, Affiliate authorize RealVestors.com to process payment of such fees in the same manner as you selected when you initiated the purchase until you cancel your subscription. Subscriptions are non-refundable. Realvestors.com reserves the right to remove any posting or member account at any time for any violation of any of these terms
All affiliates can off set their subscripton fee by refering work in to their fellow network members at the work order submission form. All affiliates that refer work in to their fellow network members recieve 5% referal fee, allowing each and every affilate the oppertunity to reap a net proffit each month, thus guranteeing the success of the net work.
Successful Lead Fees
Affiliates agree to pay 10% royalty (referal) fee on all leads generated by this system that convert to a closed deal.
RealVestors.com reserves the right to make reasonable changes to its fees at any time for any reason; provided, however, that whenever possible, RealVestors.com will give Affiliate reasonable notice of such change. From time to time, RealVestors.com may add or modify certain services related to the RealVestors.com Services, and RealVestors.com reserves the right to charge Affiliate additional or different fees in consideration for providing such new or modified services to Affiliate. Affiliate will also be liable for all attorney and collection fees arising from efforts to collect any unpaid balances on Affiliate's account.
Payment. Any and all charges and/or fees due hereunder must be paid in U.S. dollars in advance by automatic bank draft to such account of RealVestors.com as may be designated by RealVestors.com from time-to-time. Unless otherwise agreed, monthly payments are due in advance of services rendered on the 1st day of each month. If Affiliate elects to make its monthly payments due hereunder by automatic bank draft, Affiliate shall complete, sign and return to RealVestors.com the Bank Draft Authorization Form below. Late Payments. In the event Affiliate has failed to pay any amount due hereunder within five (5) days of such payment's due date, in lieu of immediate termination of this Agreement as provided for in the term and termination Section hereinabove, RealVestors.com may require Affiliate to pay a late fee penalty equal to five percent (5%) of the amount overdue, which amount will be added to the Affiliate's next monthly payment obligation. An election by RealVestors.com to impose a late fee and to add such late fee to Affiliate's next monthly payment obligation shall not constitute a waiver of its right to terminate this Agreement for any subsequent default by Affiliate.
In the event RealVestors.com begins accepting payment by credit card, RealVestors.com reserves the right to charge any overdue amounts and any corresponding penalties to such credit card account as may be designated by Affiliate at RealVestors.com's direction and to thereafter charge any and all of Affiliate's monthly recurring fees arising hereunder to such credit card. Failure to designate an appropriate credit card account at RealVestors.com's request shall constitute a material breach of this Agreement. Election of Payment Method. Affiliate hereby elects to pay monthly fees and penalties by Visa or Master Card through the make payment link located in Affiliate's Account or by email invoice link.
LICENSE; PROPRIETARY RIGHTS.
RealVestors.com Proprietary Materials License. RealVestors.com hereby grants to Affiliate, and Affiliate hereby accepts, a personal, non-transferable, license, limited to the Affiliate Territory, (A) to use one (1) copy of the RealVestors.com Proprietary Materials, if any, and (B) to use the RealVestors.com Trademarks and RealVestors.com Marketing Materials, if any, and (C) to use one (1) copy of Affiliate Account, if any and certain other intellectual property of RealVestors.com , to advertise and market the RealVestors.com Web Site (the "RealVestors.com License"). Nothing herein shall be interpreted to mean and RealVestors.com does not grant Affiliate any right or license in any RealVestors.com proprietary images, artwork, copy, information, data, knowledge, computer software or any other material or information of any kind or any other trademark, service mark or trade name exclusive of the RealVestors.com Proprietary Materials, RealVestors.com Marketing Materials and RealVestors.com Trademarks. No Sublicense.
Nothing herein shall be interpreted to mean and RealVestors.com does not grant to Affiliate any right or license to enter into sublicenses with respect to any portion of the RealVestors.com Proprietary Materials, the RealVestors.com Trademarks or the RealVestors.com Marketing Materials unless prior written consent is given. Copyright Notices. The RealVestors.com Proprietary Materials and RealVestors.com Marketing Materials are protected by copyright pursuant to federal copyright laws, international conventions and other copyright laws, and are owned, licensed or controlled by RealVestors.com. Affiliate will abide by any and all additional copyright notices, information, or restrictions contained in the RealVestors.com Proprietary Materials and RealVestors.com Marketing Materials.
RealVestors.com Trademarks. Nothing herein shall be interpreted to mean, and RealVestors.com does not grant Affiliate any right or license (except as otherwise provided hereinabove) in any RealVestors.com trademark, trade name, service mark, insignia, slogan, name, emblem, logo, symbol, design and/or other identifying characteristics owned by or associated with RealVestors.com , its parent, its subsidiaries or Affiliates, in any manner whatsoever. RealVestors.com License Restrictions. Except as specifically provided for in this Agreement, Affiliate represents, warrants and covenants that Affiliate will not modify, or participate in the transfer or sale of, or in any way exploit, any of the RealVestors.com Proprietary Materials, the RealVestors.com Marketing Materials or the RealVestors.com Trademarks, in whole or in part. No Derivative Works. Affiliate represents covenants and warrants that it shall not reverse engineer, decompile, translate, or develop derivative works based on the RealVestors.com Proprietary Materials, the RealVestors.com Marketing Materials or the RealVestors.com Trademarks. No Contesting of Rights.
The Affiliate acknowledges and agrees that Affiliate will not, either during the existence of this Agreement or after the termination or expiration hereof, directly or indirectly contest or aid in contesting the validity, ownership or control of the RealVestors.com Proprietary Materials, the RealVestors.com Marketing Materials or the RealVestors.com Trademarks or take any action whatsoever in derogation of RealVestors.com's rights therein or in breach of any terms and conditions contained in this entire Article 3. Reservation of Rights. Any and all rights to use any RealVestors.com Proprietary Materials, the RealVestors.com Marketing Materials or the Trademarks not expressly granted to Affiliate under this Agreement are hereby reserved for RealVestors.com (the "RealVestors.com Reserved Rights"). Nothing contained in this Agreement shall affect, impair, or limit in any way RealVestors.com's rights to exploit fully any or all of the RealVestors.com Reserved Rights. Affiliate Territory Conflicts. RealVestors.com reserves the right to define each affiliate territory based upon criteria set by RealVestors.com . Should a conflict of markets occur, RealVestors.com reserves the right to arbitrate an equitable solution. The decision of RealVestors.com in matters regarding conflicting affiliate territories shall be final.
SYSTEM RULES.
Affiliate agrees to be bound by RealVestors.com's rules that are important for the proper function of the RealVestors.com system. Affiliate's failure to follow these rules, whether set out in this Agreement, or in notices or bulletins posted on the RealVestors.com Web Site or e-mailed by RealVestors.com to Affiliate, may result in RealVestors.com terminating this Agreement. Affiliate hereby represents warrants and covenants that Affiliate will abide by the following rules:
(A) Affiliate will not use the RealVestors.com Services or Lead information generated there from to e-mail, post, transmit, display, distribute or promote any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, racist, sexually explicit or indecent material of any kind;
(B) Affiliate will not use the RealVestors.com Services or Lead information generated there from to encourage, promote, solicit or commit conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law;
(C) Affiliate will not use the RealVestors.com Services or Lead information generated there from to post, transmit, display, distribute or promote in any way, information, software, or other material that violates, plagiarizes or infringes the rights of third parties including, without limitation, copyright, trademark, patent, trade secret, rights of privacy or publicity or any other proprietary right;
(D) Affiliate will not use the RealVestors.com Services or Lead information generated there from to promote physical harm or injury against any group or individual;
(E) Affiliate will not disclose any of the Lead's identifying information to any third party without the Lead's express written consent or otherwise in violation of any local, state or federal law (including, without limitation, any applicable privacy laws);
(F) Affiliate will not use or disclose any of the Lead's information for any other purpose or use other than to facilitate the satisfaction of lead's request under consideration; and
(G) Affiliate will not engage in any act, individually or in conjunction with any third party, that would constitute a violation of the CAN-SPAM Act of 2003.
AFFILIATE WARRANTIES. Affiliate represents and warrants that: (A) Affiliate has the full and unrestricted right to enter into this Agreement; (B) Affiliate is at least eighteen (18) years of age; and (C) this Agreement has been duly and validly executed and delivered by Affiliate and constitutes the valid and binding agreement of Affiliate, enforceable against Affiliate in accordance with its terms.
AFFILIATE INDEMNITY. Affiliate hereby agrees to defend, indemnify and hold harmless RealVestors.com, its subsidiaries and affiliates, its directors, officers, employees, information providers, agents, licensors and licensees, and defend any action brought against same with respect to any and all costs, claims, demands, liabilities, losses, damages, judgments, settlements, costs and expenses (including attorneys' fees), asserted by a third party, arising out of or in connection with any acts by Affiliate in connection with Affiliate's use of the RealVestors.com Services, Lead information, the RealVestors.com Proprietary Materials, the RealVestors.com Marketing Materials and the RealVestors.com Trademarks, including, without limitation: (A) any claim which if true, would constitute a breach of any of Affiliate's representations, warranties, covenants or agreements hereunder; (B) claims arising from the negligence or willful misconduct of Affiliate; (C) any actual or alleged infringement or violation of any patent, trademark, trade name, copyright, trade secret, license or any other third party contract or other right (including, but not limited to, misappropriation of trade secrets or violation of the right of publicity or privacy); (D) claims for bodily injury (including death) and property damage; and (E) any claim for payment of compensation or salary asserted by an employee, subcontractor, agent or licensor of Affiliate. Notwithstanding RealVestors.com's foregoing rights in this Article, RealVestors.com reserves for itself, at its own option, the exclusive right to settle, compromise and pay any and all claims, demands, proceedings, suits, actions or causes of actions which are brought against RealVestors.com herein under the terms and provisions of this Article and Affiliate shall in no event settle any such action without RealVestors.com's prior written consent. This entire Article shall survive any expiration or termination of this Agreement.
TERM AND TERMINATION.
Term. This agreement shall commence as of the Effective Date for a period of one month and shall automatically renew for successive periods of one month each unless either party gives the other party written notice of its intent not to renew this Agreement thirty (30) days prior to the end of the then current term . Termination. RealVestors.com reserves the right to terminate this Agreement immediately without notice upon Affiliate's default hereunder. Affiliate shall remain liable for all fees and charges for RealVestors.com Services incurred through the date of such termination, except as otherwise provided below. Annual membership fees are non-refundable. RealVestors.com may retain all monies paid by Affiliate if the Agreement is cancelled because of Affiliate's default. If this Agreement is terminated by either party, Affiliate must pay a new setup fee to reactivate the services provided hereunder.
The new setup fee will be determined by RealVestors.com in its sole discretion. Effect of Termination of Agreement. Upon the termination of this Agreement, all rights of Affiliate under the RealVestors.com License granted hereunder shall terminate and automatically revert to RealVestors.com and Affiliate shall immediately discontinue the use of the RealVestors.com Proprietary Materials, RealVestors.com Marketing Materials and RealVestors.com Trademarks and thereafter shall no longer use or have the right to use the RealVestors.com Proprietary Materials or any variation or simulation thereof, or any word or trademark similar thereto, or to (directly or indirectly) develop, create, market, distribute, sell, license or sublicense, or advertise any products and/or services in connection with the RealVestors.com Proprietary Materials, RealVestors.com Marketing Materials and RealVestors.com Trademarks. Upon the termination or expiration of this Agreement, Affiliate acknowledges that Affiliate's failure to cease the use of the RealVestors.com Proprietary Materials, RealVestors.com Marketing Materials and RealVestors.com Trademarks upon termination or expiration of this Agreement shall result in immediate and irremediable damage to RealVestors.com . Affiliate acknowledges and admits that there is no adequate remedy at law for such failure, and agrees that in the event of such failure, RealVestors.com shall be entitled to equitable relief by way of temporary and permanent injunction and such other and further relief as any court with jurisdiction may deem just and proper.
DISCLAIMER OF WARRANTIES. The Leads, RealVestors.com Proprietary Materials, RealVestors.com Marketing Materials and the RealVestors.com Services, if provided, will be provided "as is" to the fullest extent permissible by law. RealVestors.com makes no representations or warranties of any kind whatsoever for the Leads, RealVestors.com Proprietary Materials, RealVestors.com Marketing Materials, RealVestors.com Trademarks or the RealVestors.com Services or any breach of security associated with the transmission of sensitive information through the use of the RealVestors.com Proprietary Materials, RealVestors.com Marketing Materials, RealVestors.com Trademarks or the RealVestors.com Services, further, RealVestors.com disclaims any express or implied warranties, including without limitation, non-infringement, merchantability or fitness for a particular purpose. RealVestors.com and its subsidiaries and affiliates make no warranties and shall not be liable for the use of the Leads, RealVestors.com Proprietary Materials, RealVestors.com Trademarks or the RealVestors.com Services and any errors contained therein under any direct or indirect circumstances, including but not limited, to RealVestors.com's negligence.
LIMITATION OF LIABILITY. Under no circumstances shall RealVestors.com be liable for any special or consequential damages that are directly or indirectly related to the use of, or the inability to use, the RealVestors.com Proprietary Materials, RealVestors.com Marketing Materials, RealVestors.com Trademarks or the RealVestors.com Services, even if RealVestors.com or an authorized representative thereof has been advised of the possibility of such damages. In no event shall RealVestors.com's total liability to Affiliate for all damages, losses, and causes of action (whether in contract or tort, including, but not limited to, negligence or otherwise) exceed $250.00.
GOVERNING LAW. This agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflicts of laws provisions. Sole and exclusive jurisdiction for any action or proceeding arising out of or related to this agreement shall be an appropriate state or federal court.
AGREEMENT. RealVestors.com reserves the right, at its sole discretion, to modify, add or remove any portion of this Agreement, in whole or in part, at any time. Notification of changes in the Agreement will be e-mailed to Affiliate. Except with respect to the provisions of in the No Partnership or Joint Venture Section below, in the event RealVestors.com makes a material change, Affiliate shall have five (5) business days from the date notification is sent to object in writing to a material and substantive change and terminate this Agreement.
RealVestors.com PRIVACY POLICY. All Affiliates are required to strictly follow the RealVestors.com Privacy Policy in regards to all dealings through, or originating through the RealVestors.com Web Site. Failure to follow this Privacy Policy is cause for immediate termination of this Agreement. The RealVestors.com Privacy Policy link is located at the bottom of the RealVestors.com Web Site home page.
No Partnership or Joint Venture. The parties hereto acknowledge and agree that nothing in this Agreement is intended to, nor does any provision hereof, create a partnership or any other type of joint venture between the parties hereto.
Failure to promote. In the event that the affiliate fails to promote the site in accordance to the marketing guidelines outlined in the marketing requirements (see the "services" section above) RealVestors.com at its sole discretion may terminate this agreement with 30 day notification.
Declaration Under Penalty of Perjury
Licensee does hereof represent themselves as a sophisticated; (Real Estate Dealer /Contractor / Lender - Broker ) service provider as per Affiliate's category. Licensee will maintain the highest level of integrity, morals and ethics, when dealing with customers. Licensee has not and will not get any real estate, construction nor mortgage advice or assistance from Licensor.
MISCELLANEOUS.
No confidential, fiduciary, contractually implied or other relationship is created between Affiliate and RealVestors.com other than pursuant to this Agreement. The failure of RealVestors.com to partially or fully exercise any right or the waiver by RealVestors.com of any breach, shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same or any other term of this Agreement. Any cause of action Affiliate may have with respect to the RealVestors.com Services must be commenced within one year. Except for the payment of any monies due, if the performance of any part of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.
Affiliate shall not assign, without the prior written consent of RealVestors.com , its rights, duties or obligations under this Agreement to any person or entity, in whole or in part, whether by assignment, merger, transfer of assets, sale of stock, operation of law or otherwise, and any attempt to do so shall be deemed a material breach of this Agreement. Any notice provided pursuant to this Agreement, if specified to be in writing, shall be in writing and shall be deemed given when sent via e-mail to sales@RealVestors.com in the case of notices to RealVestors.com and to the e-mail address of Affiliate in the case of notices to Affiliate. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and there are no representations, understandings or agreements that are not fully expressed in this Agreement.
