RDC Tdx Subscription and License Agreement

TELEDEX SUBSCRIPTION AND LICENSE AGREEMENT

Teledex is a publication like a magazine or a newspaper. This Teledex Subscription and License Agreement sets forth the terms and conditions on which Real Data Corporation authorizes and licenses Teledex to be used by its Subscribers. Certain terms used in this Agreement are defined in Section 1 hereof.

By using Teledex, you agree to be bound by the terms and conditions of this Agreement. As set forth in Section 10(d) below, these terms and conditions are subject to change by RDC from time to time.

AUTHORIZED USERS: Please note that if the Teledex account that you are using was opened in your personal name, that account is for your use only and you may not authorize or permit anyone else to use it. If you are opening a Teledex account in the name of a company, you represent and confirm that you are an authorized representative of the company in whose name you are opening the account and that you have the power to open the account and bind the company according to the terms of this agreement. If the Teledex account that you are using was opened in the name of a company, you acknowledge, represent, and agree that (a) you have been authorized to use that account by the company in whose name it was opened, and (b) you will comply with the terms and conditions of this Agreement in your use of that account.

1. DEFINITIONS. As used in this Agreement, the following terms shall have the following meanings:

(a) Agreement: this Teledex Subscription and License Agreement as the same may hereafter be amended from time to time by RDC as provided herein.

(b) Cause: any breach or default by you of any of your obligations under this Agreement.

(c) Licensed Database: a compilation of real estate information obtained by RDC from the public records and other sources and further developed and maintained by RDC for access and use by its customers.

(d) Licensed Information: any information maintained in a Licensed Database accessible by use of Teledex.

(e) Proprietary Information: the Licensed Database(s), the Licensed Information, and all aspects of the Teledex session control and hit system and the Teledex presentation of the Licensed Information (including, without limitation, any of Teledex's associated instructions, explanations, or Hit information).

(f) RDC: Real Data Corporation, a New Hampshire corporation with a mailing address of 103 Bay Street, Manchester, New Hampshire 03104-3007.

(g) Teledex: RDC's computer software system for retrieving Licensed Information from a Licensed Database.

(h) Hit: electronic evidence established by RDC and entitling you to a certain amount of access and use of Teledex and the Proprietary Information, which Hits are further described in the Website and are available for purchase from RDC at prices and on terms established and changeable from time to time by RDC.

(i) Website: RDC's World Wide Web "www.real-data.com" website, or such successor website as RDC may hereafter establish for purposes of providing access to and use of Teledex to RDC's customers.

(j) You or your: RDC's customer in whose name the Teledex account being used was opened (as identified by the ID and password used to access Teledex) and, in the case of a customer that is a company, each authorized representative of that company who uses its Teledex account.

2. LICENSE.

(a) Subject to and upon the terms and conditions of this Agreement, RDC hereby grants you a revocable, non-exclusive, and non-transferable license to access and use Teledex and the Proprietary Information.

(b) RDC reserves all rights in Teledex and the Proprietary Information. You shall not have any right, title, or interest in Teledex or any of the Proprietary Information, nor in any of RDC's copyright or other rights therein, except for your right to use Teledex to access and use the Licensed Database(s) and the Licensed Information contained therein in accordance with this Agreement.

(c) You may use Teledex to access and use the Licensed Database(s) and the Licensed Information contained therein only for your own internal private purposes or business operations as the same are consistent with this agreement. Except as specifically permitted by this Agreement or as otherwise may be specifically authorized by RDC in writing, you may not sell, assign, transfer, publish, disclose, display, download, reverse engineer, copy, reproduce, sublicense, transfer, transmit, distribute, or otherwise make available to any third party Teledex or any of the Proprietary Information in any form or by any means. You understand and acknowledge that if you violate the provisions of this paragraph, in addition to any damages suffered by RDC as a result for which you would be liable under this agreement, you might compromise the security of your account and suffer damages yourself. RDC will not be responsible for any such damages.

(d) You may make such copies of the Licensed Information as may be reasonably required for your own private or internal business purposes by transferring a Detail Page of Licensed Information at a time to paper or to a storage device that is under your exclusive control. Any such copy transferred to a storage device shall only be retained on the storage device for a reasonable period of time, not to exceed thirty (30) days, solely in order to facilitate your permitted use of the Licensed Information under this Agreement. In addition, you may incorporate the Licensed Information into reports you prepare for your own customers.

(e) All copies of the Licensed Information you make shall be the property of RDC and shall be subject to this Agreement. You agree to reproduce and incorporate all of RDC's copyright and other intellectual property and proprietary rights notices in any and all copies of the Licensed Information you make.

(f) Notwithstanding the foregoing provisions, you are not permitted to use Teledex or any of the Proprietary Information as a component of or basis for a database prepared by or for you or any third party.

3. TERMS OF USE.

(a) Access to the Proprietary Information via Teledex shall require the use of a user name and password chosen by you or furnished by RDC. You shall be responsible for all Hits sold to and/or used with that user name and password unless and until RDC shall have received written notice from you that your password is being used on an unauthorized basis. If contrary to this agreement you permit a third party to use your password or any of the Licensed Information and should that third party (or anyone claiming under that third party) bring or threaten to bring any claim or legal or equitable action against RDC related to Teledex or any of the Proprietary Information, regardless of whether the claim or action is meritorious, you shall indemnify RDC from and against any and all losses, damages, judgments, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees) suffered or incurred by RDC in connection with or as the result of such claim or action.

(b) Teledex is a publication, like a magazine or a newspaper. Through Teledex and its other publications, RDC only reports on public record filings. RDC is not a credit-reporting agency and makes no representations as to actual facts or circumstances at the time of filing or at any other time, including the time you access the reported information. RDC cautions you that public records do not always reflect actual circumstances and that the meaning of public records is often obscure. In addition, the conditions existing when a public record was filed might (and frequently do) change as time passes.

(c) Each and every time you log onto and use Teledex, you reaffirm this Agreement, including, without limitation, that you will use Teledex and the Licensed Information only as a reference to the public records. You further agree to verify independently any published information which affects you before taking any action, forming opinions, or otherwise relying on the published information in any way. You agree that you will take all prudent and necessary precautions in interpreting and using the Licensed Information, including any that you would have taken if you had not used or were not able to use Teledex.

(d) All Proprietary Information you obtain through Teledex is intended solely for your own use as the named subscriber. You agree that, unless permitted by this Agreement or you receive RDC's express written permission, you will not circulate or republish (either in paper form, electronically, or by phone, fax, or any other means) any Proprietary Information, whether by itself or included as part of any other information or materials. If, in spite of the foregoing, you do circulate or republish any Proprietary Information, or if you allow any Proprietary Information in your possession to be circulated or republished, you will be fully responsible to RDC for any and all resulting losses, damages, claims, liabilities, costs, and expenses suffered or incurred by RDC. In the event that you breach any of your obligations under this Agreement, RDC reserves the right to cancel immediately your access to Teledex and the Proprietary Information without prior notice or opportunity to cure. This is in addition to any other remedies RDC might have under law or this Agreement

(e) Publication of any category or item of information is dependent on that information continuing to be reasonably available in the public records. RDC assumes no responsibility for changes in public policy, which might affect the availability of public information.

4. CONFIDENTIALITY.

(a) You acknowledge that the Licensed Information has been and/or will be developed by RDC at great expense and that the amounts payable by you under this Agreement for use of the Licensed Information represent only a small portion of the costs so incurred by RDC. The information presented in the Licensed Information cannot be obtained from any public source in the form presented by RDC; rather, the information presented results from extensive processing, sorting, and calculation using data supplied from public records and methods developed and maintained by RDC. You further acknowledge that you benefit from your ability to acquire and use the Licensed Information at a cost that is substantially less than the cost which would be incurred by you if you were to develop this information on your own.

(b) You agree to employ diligent efforts and to exercise a reasonable degree of care so as to maintain the confidentiality of the Licensed Information, subject to your right to use the Licensed Information in the manner otherwise permitted by this Agreement. Such degree of care shall be at least as high as the degree of care which you would normally be expected to exercise with respect to your own proprietary information for which you wish to maintain confidentiality.

(c) While you may allow employees and contractors to have access to the Licensed Information for purposes of your permitted use of it, you agree to require all such employees and contractors to comply with your obligations under this Section. You also agree to notify RDC immediately of the occurrence of and the circumstances surrounding any unauthorized use, possession, or knowledge of the Licensed Information which becomes known to you.

5. COMMUNICATIONS EQUIPMENT AND SOFTWARE.

(a) RDC does not require that any particular communications equipment or software be used to access and use Teledex; however, such equipment and software must meet certain specifications in order to be compatible with RDC's equipment and software. You acknowledge that you have had the opportunity to discuss with RDC the specifications with which your equipment and software must comply in order to be compatible with RDC's equipment and software.

(b) The condition, repair, and compatibility of your communications equipment and software is your sole responsibility. RDC shall not be responsible for any defects, malfunctions, or other problems that may arise in your use of your communications equipment or software.

6. MAINTENANCE OF LICENSED DATABASE(S). RDC agrees to maintain each Licensed Database by updating it with additional Licensed Information as the same becomes available to RDC and is processed by it in the ordinary course of its operations. While RDC intends to keep each Licensed Database as up-to-date as reasonably possible given the requirements of its business and the availability of information from the public offices, RDC does not promise that any Licensed Database will be current as of any particular date.

7. LIMITED WARRANTY.

(a) You acknowledge that Teledex is intended to provide a publication that is useful for convenience, planning, and administration purposes only. You further acknowledge RDC does not guaranty the accuracy and completeness of the Licensed Information and that RDC does not originate, control the filing of, or verify the information it reports on Teledex. Information published by Teledex might, for many reasons, not accurately reflect the actual conditions that exist at the time of filing or at any other time, including, specifically, the time you access the Licensed Information. You understand and agree that the Licensed Information is to be used only for informational purposes and only as a reference to the information contained in the public records covered by the Licensed Information. You hereby agree that you will verify independently the Licensed Information before taking any action in reliance on it.

(b) RDC expressly disclaims responsibility for the accuracy and completeness of the public records used to prepare the Licensed Information, whether with respect to (i) actual physical conditions or circumstances existing in fact, (ii) representations made by the parties between themselves or to the public officer at the time of recording, or (iii) procedures followed by the public officer or office and compliance with applicable laws and regulations (including, without limitation, the calculation and administration of the real estate transfer tax by the registries of deeds).

(i) During the term of this Agreement, RDC will (A) use reasonable care and diligence in the preparation of the Licensed Information, and (B) take reasonable steps to cause the Licensed Information to reflect accurately the information obtained from the public records. If RDC breaches its foregoing limited warranty and such breach results in an inaccuracy in any of the Licensed Information, then RDC, at its own cost and as its sole obligation and your sole remedy for such breach, shall update the appropriate Licensed Database with the corrected Licensed Information if the inaccuracy is reported to RDC during the term of this Agreement and is verified by RDC.

(ii) During the term of this Agreement, if there is a problem with RDC's communications equipment or software which adversely affects you by resulting in faulty retrieval, failure of retrieval, or loss of research, then RDC will make an appropriate adjustment to your Hits ; provided, that you promptly report any such problem to RDC by telephoning RDC's offices (603-669-3822).

(d) The foregoing sets forth your exclusive remedy and RDC's entire liability, whether in contract, tort, strict liability, or otherwise, arising out of or in any way connected with any RDC-caused error in any of the Licensed Information and/or any problem with RDC's communications equipment or software. It is expressly agreed that such remedies and liabilities shall not apply to errors in any Licensed Information not caused by RDC nor to any problems related to your communications equipment or software or any improper use of Teledex or any of the Proprietary Information by you.

(e) With the sole exception of the limited warranties set forth in subsection (c) above, RDC MAKES AND YOU RECEIVE NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND WITH RESPECT TO TELEDEX OR ANY OF THE PROPRIETARY INFORMATION, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE SPECIFICALLY EXCLUDED.

(f) The limited warranty set forth in subsection (c) above gives you specific legal rights, and you may also have other rights which vary from state to state or jurisdiction to jurisdiction. Some states or other jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.

8. LIMITATION OF LIABILITY.

(a) Notwithstanding anything to the contrary set forth in this Agreement, if RDC shall be delayed or hindered in, or prevented from, the performance of any act required under this Agreement by reasons of labor troubles, inability to obtain information or materials, failure of power, acts of God, restrictive governmental laws, regulations, or orders, riots, insurrection, war, or other reasons beyond RDC's reasonable control, then the performance of any such act shall be excused for the period of the delay occasioned thereby and the time for the performance of any such act shall be extended for a period equivalent to the period of such delay.

(b) RDC's liability to you for any breach or default by RDC under this Agreement, any error or other defect in Teledex or any of the Proprietary Information, or any problem with RDC's communications equipment or software is limited to any actual losses and damages you suffer in an amount not to exceed the fee you paid for the Hits you used to access or to attempt to access Teledex at the time such breach, default, error, defect, or problem occurred. RDC reserves the right to settle any claim by issuing a refund for any used or unused Hits.

(c) IN NO EVENT SHALL RDC OR ANY PROVIDER OF ANY INFORMATION OR SERVICE TO RDC BE LIABLE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOSSES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE OF TELEDEX OR ANY PROPRIETARY INFORMATION, OR ANY INACCURACIES, ERRORS, OR OMISSIONS THEREIN) AS A RESULT OF ANY ACT OR OMISSION OF RDC WITH RESPECT TO TELEDEX OR ANY OF THE PROPRIETARY INFORMATION OR ANY BREACH OR DEFAULT BY RDC UNDER THIS AGREEMENT, EVEN IF RDC HAS BEEN MADE AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES. Some states or other jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

(d) You shall be responsible for, and shall defend, indemnify, and hold harmless RDC from and against any and all claims by third parties arising out of or in any way related to your use of Teledex or any of the Proprietary Information.

9. TERMINATION AND EXPIRATION OF HITS.

(a) Your access to and use of Teledex and the Proprietary Information shall end on the first to occur of (i) the termination of this Agreement, or (ii) the use of all Tickets you purchase from RDC, or (iii) the expiration of any unused Hits which shall occur automatically if none of the purchased Hits are used for one-year.

(b) This Agreement and/or your license of Teledex and the Proprietary Information may be terminated by you at any time by written notice to RDC. RDC may terminate this Agreement and/or your license of Teledex and the Proprietary Information at any time upon at least five (5) days' prior written notice to you; provided, that, for Cause, RDC may terminate this Agreement and/or your license of Teledex and the Proprietary Information without prior notice.

(c) If RDC terminates this Agreement without Cause, then RDC shall refund to you the purchase price you paid you for all unused Tickets remaining upon termination of this Agreement; otherwise, the purchase price you have paid for unused Tickets is non-refundable.

(d) No termination of this Agreement shall relieve you from any liability under this Agreement for any existing breach or default under this Agreement, nor shall the same relieve you from your obligations under Sections 2, 3, and 4 above (which obligations shall survive the termination of this Agreement). The right of RDC to terminate this Agreement without notice for Cause shall be in addition to such other rights or remedies as may be available to RDC at law or in equity for any breach or default by you.

10. GENERAL.

(a) You agree to pay all federal, state, and local taxes (including, without limitation, sales and use taxes, privilege and excise taxes, and all other taxes of any kind or nature, exclusive only of taxes based on RDC's net income) and other governmental fees and charges related to or arising out of this Agreement, however or wherever such taxes, fees, or charges may be designated, levied, or based.

(b) This Agreement shall be binding upon and shall be for the benefit of RDC and you and our respective legal representatives, successors, and permitted assigns; provided, that you shall not be entitled assign, sublicense, or delegate this Agreement, in whole or in part, without RDC's prior written consent.

(c) All oral and written representations, statements, purchase orders, memoranda, specifications, instruments, and agreements heretofore made between RDC and you are merged into this Agreement, which constitutes the entire agreement between RDC and you with respect to the subject matter hereof.

(d) This Agreement may be changed or amended by RDC from time to time without prior notice to you. Any such amended Agreement shall be posted by RDC on the Website. Your logging onto Teledex after such posting by RDC shall be conclusive evidence that you have agreed to the newly-posted Agreement. RDC will endeavor to include notice on the Teledex log on page of the last date that this Agreement was changed or amended and will endeavor to include links to the then-current Agreement, but neither the failure by RDC to include such notice on the log on page nor your failure to actually take notice of such changes or amendments (whether or not RDC shall include such log on page notice) shall alter the fact that the newly posted Agreement shall be binding as provided herein. It is your responsibility to check for changes or amendments to the Agreement before you log onto Teledex. The terms and conditions of the Agreement in effect at the time you log onto Teledex shall be binding on RDC and you

(e) No change or amendment of this Agreement (other than one which has been posted by RDC as provided above) shall be valid or binding unless the same shall be in writing and signed by both RDC and you.

(f) No waiver by RDC of any breach or default by you of any provision of, or failure by RDC to exercise in any respect any right or remedy provided in, this Agreement shall be deemed to be a waiver of any other breach or default, nor of any other right or remedy, of the same or other nature.

(g) This Agreement and all rights, remedies, and obligations hereunder (including matters of construction, validity, and performance), shall be governed exclusively by the laws of the State of New Hampshire. Any action to enforce this Agreement, or for any breach or default of this Agreement, shall be brought in the Federal or State courts of the State of New Hampshire. RDC and you consent to the exclusive jurisdiction of the Federal and State courts of the State of New Hampshire with respect to this Agreement and any actions between RDC and you pertaining to Teledex or any of the Proprietary Information.

(h) If any term, condition, or provision of this Agreement, or the application thereof to any person or circumstance, shall, to any extent, be held invalid or unenforceable by any court of competent jurisdiction or statute, then the remainder of this Agreement, or the application of such term, condition, or provision to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby, and each term, condition, and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.

(h) Any demand, notice, or other communication required or permitted hereunder shall be effective if in writing and either (i) hand-delivered to the addressee, or (ii) deposited in the mail (registered or certified) or delivered to a private express company addressed as follows: (A) if to RDC, at the address set forth in Section 1 above, or (B) if to you, at the address set forth in your Teledex registration form. Either party may change its notice address by providing the other party with like notice of the change. E-mail notification with confirmation by the other party may be accepted by either party at its option as notification, but e-mailing such notice shall not by itself constitute notice under this subsection.