NUTECHMART, LLC

This Agreement is between (Your Company) located in (Your City) hereinafter referred to as LICENSEE, and NUTECHMART LLC, a California Limited Liability Company, located at 1324 Barry Ave. Los Angeles, CA 90025.

1. Ownership. NUTECHMART is and shall remain the sole and exclusive owner of all right, title and interest in and to the Licensed Technology and Improvements thereto, including such Improvements as made to meet LICENSEE’s needs. LICENSEE understands and agrees to use best commercial effort to ensure that no third party intellectual property is integrated into the Licensed Technology and any related data or content. NUTECHMART reserves the right to, in its sole discretion, protect and enforce the Intellectual Property rights of NUTECHMART, LICENSEE and any third parties.

2. Payment. LICENSEE agrees to pay monthly or annual royalty fees as stated above for licensing of said software technology, and if applicable, the one time design and setup fees. Invoices are due upon receipt and late after 15 days. A late charge of 1.5% per month may be applied to LICENSEE’s account. If LICENSEE fails to comply with payment schedule, NUTECHMART may terminate the License and deny LICENSEE’s access to the software with 10 days notice via email.

3. Term. This Agreement will become effective upon signing by both parties, providing that LICENSEE is then in compliance with its obligations under its regional MLS board agreements, and may be terminated by either party with or without cause upon thirty (30) days advance written notice to the other party.

4. Disclaimer of Warranties .. neither NUTECHMART nor any of it’s employees, officers, directors, affiliates, or agents makes any representation or warranty of any kind, including, without limitation, that access to or use of any software, products, or services to be provided pursuant to this Agreement shall be uninterrupted or error free, that agreed-upon security measures shall prevent unauthorized access to the internet, or unauthorized interception of information on the Internet, any Intranet or any common carrier communications facility.

   LICENSEE understands and expressly agrees that all use of Nutechmart’s TECHNOLOGY is at the sole risk of LICENSEE. All software, content, and services are provided ON AN “as is” and “as available” basis. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE LICENSED TECHNOLOGY IS DONE AT LICENSEES OWN DISCRETION AND LICENSEE WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THEIR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

   NUTECHMART expressly disclaims all warranties of any kind, whether express or implied, statutory, or other warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, and non-infringement. NUTECHMART MAKES NO WARRANTY THAT (i) THE LICENSED TECHNOLOGY WILL MEET LICENSEE’S REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY LICENSEE THROUGH THE SERVICE WILL MEET LICENSEE’S EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

5. Limitation of Liability

   1. General Limitation. Both parties understand and agree that neither party will be liable to the other for any indirect, incidental, consequential, punitive, or special damages, arising out of or related to this Agreement including, without limitation, damages for loss of business profits, business interruption, loss of business information, and the like, even if such party has been advised of the possibility of such damages. Neither party shall be liable for any delay or failure to perform which is caused by matters beyond its reasonable control, including without limitation failure

      or unavailability of, or impaired access to, MLS Data Feeds, legal or regulatory restrictions, labor disputes, mechanical, electronic or equipment, breakdowns in facilities controlled by third parties, acts of terror, or Acts of God.

   2. Damages Limitation. The maximum liability of NUTECHMART and the exclusive remedy available to LICENSEE in connection with this agreement shall be to recover no more than the cumulative amounts then paid by LICENSEE to NUTECHMART during the term of this Agreement, and/or to receive equitable relief, and/or to terminate this Agreement in accordance with Article 4. The foregoing limitation of money damages shall be calculated up to the date of such calculation. The existence of multiple claims or suits under or related to this Agreement will not enlarge or extend the limitation of money damages. Each party acknowledges that other parts of this Agreement rely upon the inclusion of this Section 6.

   3. Exclusions. None of the limitations in Section 6 shall apply in the case of infringement of NUTECHMART’s intellectual property rights.

6. Miscellaneous
   1. Entire Agreement. This Agreement constitutes the entire agreement between the Parties as to the subject matter hereof, and supersedes any prior or contemporaneous agreements or understandings relating to such subject matter.

   2. No Third Party Beneficiaries. This Agreement is for the sole and exclusive benefit of LICENSEE and NUTECHMART. It shall not be deemed to be for the direct or indirect benefit of any other person. LICENSEE’S agents, independent contractors and customers shall not be deemed to be third party beneficiaries of this Agreement or to have any other contractual relationship with LICENSEE or NUTECHMART by reason of this Agreement.

   3. Dispute Resolution. The parties hereto agree to submit any unresolved disputes concerning the interpretation of this Agreement to a mediation process to occur within Sonoma County, California with each party to bear its own attorneys’ fees and cost of the mediation to be borne equally by both parties. If mediation is unsuccessful, the parties agree to resolve the dispute through arbitration to occur within Sonoma County, California following the rules and practices of the American Arbitration Association.

   4. Independent Contractors. The Parties are independent contractors, and nothing in this Agreement shall be construed as creating an employer-employee relationship, a partnership, or a joint venture between the parties.

   5. Notices.  All notices and requests in connection with this Agreement shall be deemed given as of the day they are received either by email, messenger, delivery service, or in the United States of America mails, postage prepaid, certified or registered, return receipt requested, and addressed as set forth below or to such other address as a party may designate.

   6. Attorney's Fees: If any legal action, including an action for declaratory relief, is brought to enforce or interpret the provisions of this agreement, the prevailing Party will be entitled to reasonable attorney’s fees and costs, as well as other out of pocket legal expenses.

   7. Assignment: Neither this Agreement nor any duties or obligations under this Agreement may be assigned by either Party without the prior written consent of the other Party.

   8. Agreement Governed By: This Agreement and performance hereunder and all suits and special proceedings hereunder shall be construed in accordance with the laws of the State of California.