Real Estate Agent and Brokerage Blogs

This Agreement describes the Blog specifications for services for Client and the terms and conditions under which Company will provide such services.

Company agrees to create, service, and provide all labor and furnish all parts necessary to maintain the RSS Pieces Blog Services as described in RSS Pieces Blog Services Agreement Form (hereinafter referred to as "RSS Pieces Services"), in proper operating order subject to the following terms and conditions.

1. Term of the Agreement
1.1 This Agreement shall begin on the first of the month following the month in which you sign the RSS Pieces Services Order, (the "Effective Date") and shall continue on a month-to-month basis until terminated according to the provisions of this Agreement.
1.2 If either party shall neglect or fail to perform any of its obligations under this Agreement, and such failure continues for a period of thirty (30) calendar days after written notice thereof, the other party shall have the right to immediately terminate this Agreement. In the case of such default by Client, Company may elect to suspend temporarily any or all of its obligations under this agreement.
1.3 The Company may, at its option, immediately terminate this Agreement, or temporarily suspend all of its responsibilities stated in this Agreement, for payment delinquency in any amount in excess of thirty (30) calendar days.

2. Software and Charges
All software to be included under this Agreement, along with the charge for this Agreement, is described in Attachment A.

3. Professional Services and Support
3.1 Professional Services and Support are provided by the Company during Company's normal business hours and at the Company's location.

4.0 Charges / Payment
4.1 Monthly Service Charges for this Agreement shall be reflected on a monthly notification of payment. Setup and monthly Charges for the first month of the term of this Agreement (plus any pro rata portion) shall be due upon signing the RSS Pieces Services Agreement form, with all subsequent payments due in advance on the first day of each subsequent month during the term of this Agreement.

5. Exclusions
The Company shall not be obligated to provide the Services required by this Agreement:
5.1 if the Service has been modified or repaired by anyone other than Company unless so directed by Company; or
5.2 if necessitated to comply with changes in the regulations of any governmental body or agency.

6. Satisfaction with Performance
If at any time Client is dissatisfied with the performance of Company staff working on a Client project, Client shall immediately report its dissatisfaction to Company in writing.

7. Change of Scope
At any time during the term of this Agreement, should Client desire Company to provide any additional services in the form of a modification of or a change to the RSS Pieces Services, Company and Client shall comply with the following:

Submission of Request. Client shall submit to Company in writing all requests by Client for any such additional services that alter, amend, enhance, add to, or delete from the RSS Pieces Services and/or time and/or place of performance (hereinafter referred to as "Modification/Change Request" or "Request").

Acknowledgment Procedure. Company will evaluate such Modification/Change Request at no additional charge to Client as soon as possible but not later than five (5) working days following Company's receipt of the Request. Company's written response shall include the impact, if any, on the completion date and the change in costs, if any. Company in its sole discretion may refuse to accept the Modification/Change Request. Should Client elect to authorize such Request, Client will, as soon as possible but not later than five (5) working days, authorize Company to perform the requested Modification/Change Request by returning a duly authorized copy of the Request to Company.

Performance. Upon such authorization by Client of the Modification/Change Request, Company will commence performance in accordance with such Request. Company shall not be obligated to perform any additional services in advance of written authorization from Client.

Binding Agreement. For the purposes of this Agreement, each Modification/Change Request duly authorized in writing by Client and agreed to by Company shall be deemed incorporated into and part of this Agreement and each such Request shall constitute a formal amendment to this Agreement adjusting fees and completion date as finally agreed upon for each authorized Modification/Change Request. In no event shall the RSS Pieces Services be deemed altered, amended, enhanced, or otherwise modified except through written authorization by Client of a Modification/Change Request and acceptance by Company, all in accordance with this Section

8. Non-Exclusive Agreement; Confidentiality
8.1 Non-Exclusivity. Company shall retain the right to perform work of any kind for others during the term of this Agreement.
8.2 Confidentiality. Each party agrees to afford the other party's Proprietary Information the same degree of protection against unauthorized use or disclosure as each party normally provides for its own proprietary information (which protection shall not in any case be less than reasonable), provided that each party's obligations hereunder shall not apply to information, which (i) is known to the receiving party at the time of disclosure by the disclosing party; (ii) is now or hereafter in the public domain through no fault of the receiving party; (iii) is developed independently by the receiving party; (iv) is generally known or available through third parties without restriction; and (v) is inadvertently disclosed by the receiving party despite the same and reasonable degree of protection against unauthorized use or disclosure which the receiving party normally provides for its own proprietary information. The term "Proprietary Information" shall mean documented information that at the time of its disclosure to the receiving party is identified as Proprietary by an appropriate stamp or legend. To retain its proprietary status, any Proprietary Information disclosed orally must be documented in writing with an appropriate stamp or legend within forty-eight (48) hours of its disclosure.

9. Ownership of Intellectual Property
9.1 All right, title and interest in and to any pre-existing copyrightable works and trademarks of Client shall remain the property of Client, whether or not supplied to Company.
9.2 Client agrees that any and all ideas, concepts, or other intellectual rights and property containing in any way the techniques, knowledge or processes of the Company services or Company products provided under this Agreement and other related Company agreements, whether or not developed by Client, are the exclusive property of Company. Company shall have the sole and exclusive right, title and ownership in and to the said technology. This section 9.2 shall survive any termination of this Agreement.
9.3 Client's interest in and obligations with respect to any software application, tools, programming, materials or data obtained from third-party vendors, regardless of whether obtained with the assistance of Company, shall be determined in accordance with the agreements and policies of such vendors.

10. Indemnification for Client Content
As part of the Professional Services, Company may be requested by Client to include in the Project certain materials or content, including copyrights and trademarks, furnished and provided by Client.
Client agrees to indemnify and hold harmless Company for any claims, losses or damages (including reasonable attorney's fees and costs) for any third party claims that said Client materials (whether or not incorporated into the Project or used by Company) infringed upon the copyrights, trademarks, trade dress, publicity rights, privacy rights and other rights of others or are in violation of law.

11. Force Majeure
Company shall not be liable to Client for any failure or delay caused by events beyond Company's control, including, without limitation, Client's failure to furnish necessary information; sabotage; failure or delays in transportation or communication; failures or substitutions of equipment; labor disputes; accidents; shortages of labor, fuel, raw materials or equipment; or technical failures.

12. Termination
12.1 Either party may terminate this Agreement on a month-to-month basis, with or without cause, upon thirty (30) days prior written notice.
12.3 The termination of this Agreement shall not prejudice the rights and obligations of the parties, which had accrued prior to such termination.
12.4 Sections 8, 9, 10, 11, 12, and 13 shall survive termination of this agreement.

Severability; Waiver. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision, which most closely approximates the intent and economic effect of the invalid provision. The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.

Headings. Headings used in this Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section or in any way affect this Agreement.

Successors & Assigns. Except as provided herein, this Agreement may not be assigned or otherwise transferred without the prior written consent of the non-transferring party. In the case of any assignment or transfer which may be permitted under this Agreement, this Agreement or the relevant provisions thereof shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and assigns of the parties hereto. Notwithstanding any provisions in this Agreement to the contrary, the parties consent and agree that all rights, duties and obligations of this Agreement shall be fully transferable in connection with a Company acquisition or merger, or in connection with the sale of all or substantially all Company assets.

Independent Contractors. The parties to this Agreement are independent contractors, and no agency, partnership, joint venture or employee employer relationship is intended or created by this Agreement. Neither party shall have the power to obligate or bind the other party. Personnel supplied by Company shall work exclusively for Company and shall not, for any purpose, be considered employees or agents of Client. Company assumes full responsibility for the acts of such personnel while performing services hereunder and shall be solely responsible for their supervision, direction and control, compensation, benefits and taxes.

LIMITATION OF LIABILITY. NEITHER PARTY WILL BE LIABLE UNDER ANY SECTION OR SUBJECT MATTER OF THIS AGREEMENT OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY (I) INCIDENTAL OR CONSEQUENTIAL DAMAGES OR (II) COST OF PROCUREMENT OF SUBSTITUTE SERVICES.

WARRANTIES. Client represents and warrants to Company that (i) it has the right to enter into this Agreement and perform its obligations hereunder in the manner contemplated by this Agreement, and (ii) this Agreement shall not conflict with any other agreement entered into by it. EXCEPT FOR THE FOREGOING WARRANTIES, AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, BOTH PARTIES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, CONCERNING OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY STATUTORY WARRANTIES OF NON-INFRINGEMENT. IN ADDITION, COMPANY MAKES NO REPRESENTATION THAT THE OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE, AND COMPANY WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

Notice. Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other address as the party shall specify in writing. Such notice shall be deemed given: upon personal delivery; if sent by telephone facsimile, upon confirmation of receipt; if sent by electronic mail, upon confirmation of receipt; or if sent by certified or registered mail, postage prepaid, five (5) days after the date of mailing.

Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument.

Entire Agreement. This Agreement, including any exhibits attached hereto, sets forth the entire understanding and agreement of the parties and supersedes any and all oral or written agreements or understandings between the parties as to the subject matter of this Agreement. It may be changed only by a writing signed by both parties. Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth herein.

RSS Pieces, Inc. reserves the right to change or update this license agreement with 30 days notice.