The following terms, when used in this Agreement will have the following meanings:“Affiliates” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity, so long as such Control exists. For the purposes of this definition, “Control” means beneficial ownership of 50% or more of the voting power or equity in an entity.“Confidential Information” means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, “Confidential Information” will not include any information which (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. “Customer Content” means content and other material supplied or made available to Immobel by Customer through the use of or access to the Immobel Services. “Documentation” means the printed and digital instructions, on-line help files, technical documentation and user manuals made available by Immobel for the Immobel Services.“Immobel Services” including Xomio website and website services, means the website development, maintenance, hosting and other related services for the purpose of establishing and/or improving Customer’s online visibility and for showcasing Customer’s listings.“Order Form” means an order form, quote or other similar document that sets forth the specific Immobel Services and pricing therefore, and that references this Agreement and is mutually executed by the parties.

Provision of Services. Subject to the terms and conditions of this Agreement, Immobel will make the Immobel Services available to Customer pursuant to this Agreement and the applicable Order Form, and hereby grants Customer a non-exclusive right to access and use the Immobel Services to operate and display the website set forth in the Order Form (“Customer Website”).

Customer Limitations. The rights granted herein are subject to the following restrictions (the “License Restrictions”):(a) Customer will not reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the Immobel Services;(b) Except for Customer Website that use the Immobel Services, Customer will not transfer, distribute, resell, lease, license, or assign Immobel Services or otherwise offer the Immobel Services on a standalone basis;(c) Customer will not use the Immobel Services to violate any applicable local, state, national or international law, or any regulations having the force of law; impersonate any person or entity, or falsely state or otherwise misrepresent its affiliation with a person or entity; solicit personal information from anyone under the age of 18; or further or promote any criminal activity or enterprise or provide instructional information about illegal activities;(d) Customer will not otherwise use the Immobel Services outside the scope expressly permitted hereunder and in the applicable Order Form; and(e) Customer will ensure that its users do not use temporary email addresses or share user accounts among multiple individuals, and Customer will permit Immobel to terminate the accounts of any users that violate this Agreement.

Customer Responsibilities. Customer will (a) be responsible for all use of the Immobel Services and Documentation under its account (whether or not authorized), (b) be solely responsible for the accuracy, quality, integrity and legality of Customer Content and Customer Website(s), (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Immobel Services and Documentation and notify Immobel promptly of any such unauthorized access or use and (d) be responsible for obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the Immobel Services, including as set forth in the Documentation.

Provision of Services. Subject to the terms and conditions of this Agreement, Immobel will make the Immobel Services available to Customer pursuant to this Agreement and the applicable Order Form, and hereby grants Customer a non-exclusive right to access and use the Immobel Services to operate and display the website set forth in the Order Form (“Customer Website”).

Customer Limitations. The rights granted herein are subject to the following restrictions (the “License Restrictions”):(a) Customer will not reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the Immobel Services;(b) Except for Customer Website that use the Immobel Services, Customer will not transfer, distribute, resell, lease, license, or assign Immobel Services or otherwise offer the Immobel Services on a standalone basis;(c) Customer will not use the Immobel Services to violate any applicable local, state, national or international law, or any regulations having the force of law; impersonate any person or entity, or falsely state or otherwise misrepresent its affiliation with a person or entity; solicit personal information from anyone under the age of 18; or further or promote any criminal activity or enterprise or provide instructional information about illegal activities;(d) Customer will not otherwise use the Immobel Services outside the scope expressly permitted hereunder and in the applicable Order Form; and(e) Customer will ensure that its users do not use temporary email addresses or share user accounts among multiple individuals, and Customer will permit Immobel to terminate the accounts of any users that violate this Agreement.

Customer Responsibilities. Customer will (a) be responsible for all use of the Immobel Services and Documentation under its account (whether or not authorized), (b) be solely responsible for the accuracy, quality, integrity and legality of Customer Content and Customer Website(s), (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Immobel Services and Documentation and notify Immobel promptly of any such unauthorized access or use and (d) be responsible for obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the Immobel Services, including as set forth in the Documentation.

Immobel’s Ownership Rights. As between the parties, Immobel exclusively owns all right, title and interest in and to the Immobel Services. Except for the express rights granted hereunder, Immobel reserves all rights, title and interests in and to the Immobel Services and Immobel ’s Confidential Information.

Immobel Marks. Immobel hereby grants Customer a non-transferable, non-sublicensable, non-exclusive license during the term of this Agreement to display the trade names, trademarks, service marks, logos, domain names of Immobel (each, a “Immobel Mark”) for the purpose of promoting or advertising that Customer uses the Immobel Services. In using Immobel Marks including Xomio, Customer may not: (a) display a Immobel Mark in any manner that implies a relationship or affiliation with, sponsorship, or endorsement by Immobel ; (b) use Immobel Marks to disparage Immobel or its products or services; or (c) display a Immobel Mark on a site that violates any law or regulation. Furthermore, Immobel may modify any Immobel Marks at any time, and upon notice, Customer will use only the updated Immobel Marks. Other than as permitted in this Section, Customer may not use any Immobel Marks without prior written consent. All use of the Immobel Marks will be subject to any trademark usage guidelines that Immobel may provide from time to time, and Customer will conduct its business in a professional manner that reflects favorably on the goodwill and reputation of Immobel.

Feedback. Customer may from time to time provide Immobel suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Immobel Services. Immobel will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Immobel will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.

Customer Content. As between the parties, the Customer Content and Customer Website(s) (excluding the any content, information and materials made available to Customer through the Immobel Services) will be owned by Customer. Customer hereby grants to Immobel a non-exclusive, worldwide license to copy, distribute and use Customer Content only in connection with providing the Immobel Services.

Confidentiality. Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. However, either party may disclose Confidential Information (a) to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and (b) as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law. Neither party will disclose the terms of this Agreement to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section or the License Restrictions, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.

Aggregated Information. Notwithstanding anything to the contrary, Immobel shall have the right to aggregate, collect and analyze data and other information relating to the provision, use and performance of the Immobel Services and shall be free (during and after the term hereof) to (i) use such data and other information to develop and improve the Immobel Services and other Immobel offerings, and (ii) disclose such data and other information solely in an aggregated and anonymized format that does not identify Customer or any individual.

The compilation of property listings data provided by any MLS, Real Estate organization, Brand or other listings data resource (whether called MLS, IDX, GLEX or other) is not owned by Immobel, was not created by Immobel and is not controlled by Immobel. Such data, if available, is available to an Immobel user or customer who is authorized to display or access such data on an explicitly “as is” basis.

Accuracy of Listings Data: Immobel does not represent that such data is accurate, or that such properties as described in such data are actually existent, and does not represent that such properties are available, or that they are correctly described.

Fitness of Listings Data: Any fees paid to or via Immobel for the access to or the ability to display any such data, is a fee for handling and convenience only, and does not in any way guarantee or assure that the data is fit for any purpose, is accurate, nor that such listings are actual.

Translations of Listings Data: Translations of any Listings Data are provided on an “as is” basis, and are not represented to be and are not guaranteed to be, accurate. While efforts are made to create translations for property listings, because such translations are created in bulk and managed via databases and other technology tools, there is always a possibility or even the liklihood that there can be errors, human or machine, that will impact the accuracy or usefulness of any translations of any listings data. Further, any translation efforts are also impacted by the accuracy or usefulness of the original listings data, which may itself not be accurate or useful or fit for any purpose.

Warranties by Immobel. Immobel warrants that it will, consistent with prevailing industry standards, maintain the Immobel Services in a manner which minimizes errors and interruptions in the Immobel Services and perform the Immobel Services in a professional and workmanlike manner.

Warranties by Customer. Customer warrants that it has the necessary rights, licenses, consents, permissions, waivers and releases to use, make available and distribute the Customer Content in connection with the Immobel Services as contemplated herein.

DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

Indemnity by Immobel . Immobel will defend Customer against any claim, demand, suit, or proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Immobel Services as permitted hereunder infringes or misappropriates a United States patent, copyright or trade secret and will indemnify Customer for any damages finally awarded against (or any settlement approved by Immobel ) Customer in connection with any such Claim; provided that (a) Customer will promptly notify Immobel of such Claim, (b) Immobel will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Immobel may not settle any Claim without Customer’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Customer of all related liability) and (c) Customer reasonably cooperates with Immobel in connection therewith. If the use of the Immobel Services by Customer has become, or in Immobel ’s opinion is likely to become, the subject of any claim of infringement, Immobel may at its option and expense (i) procure for Customer the right to continue using and receiving the Immobel Services as set forth hereunder; (ii) replace or modify the Immobel Services to make it non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not reasonably practicable, terminate this Agreement and provide a pro rata refund of any prepaid fees for unearned Immobel Services. Immobel will have no liability or obligation with respect to any Claim if such Claim is caused in whole or in part by (A) compliance with designs, guidelines, plans or specifications provided by Customer; (B) use of the Immobel Services by Customer not in accordance with this Agreement; (C) modification of the Immobel Service by any party other than Immobel without Immobel ’s express consent; (D) Customer Content or (E) the combination, operation or use of the Immobel Services with other applications, portions of applications, product(s) or services where the Immobel Services would not by themselves be infringing (clauses (A) through (E), “Excluded Claims”). This Section states Immobel ’s sole and exclusive liability and obligation, and Customer’s exclusive remedy, for any claim of any nature related to infringement or misappropriation of intellectual property.

Indemnification by Customer. Customer will defend Immobel against any Claim made or brought against Immobel by a third party arising out of the Excluded Claims or Customer’s failure to comply with the License Restrictions, and Customer will indemnify Immobel for any damages finally awarded against (or any approved settlement) Immobel in connection with any such Claim; provided that (a) Immobel will promptly notify Customer of such Claim, (b) Customer will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Customer may not settle any Claim without Immobel ’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Immobel of all liability) and (c) Immobel reasonably cooperates with Customer in connection therewith.

Term. The term of this Agreement will commence on the Effective Date of the initial Order Form and continue until terminated as set forth below. The initial term of each Order Form will begin on the Order Form Effective Date of such Order Form and will continue for the subscription term set forth therein. Except as set forth in such Order Form, the term of such Order Form will automatically renew for successive renewal terms equal to the length of the initial term of such Order Form, unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

Termination. Each party may terminate this Agreement upon written notice to the other party if there are no Order Forms then in effect. Each party may also terminate this Agreement upon written notice in the event (a) the other party commits any material breach of this Agreement and fails to remedy such breach within thirty (30) days after written notice of such breach or (b) subject to applicable law, upon the other party’s liquidation, commencement of dissolution proceedings or assignment of substantially all its assets for the benefit of creditors, or if the other party become the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days. Immobel may also suspend any Immobel Services immediately upon notice (i) if Customer violates (or gives Immobel reason to believe it has violated) the License Restrictions; or (ii) if Immobel reasonably determines that its provision of any of the Immobel Services is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason.

Suspension of Immobel Services. Immobel may also reasonably suspend Customer’s access to Immobel Services and hosting of the Website at any time in its reasonable discretion if it possesses a good faith belief that Customer’s use of the Immobel Services may be in violation of the License Restrictions or if Customer has not fully paid any invoices within fourteen (14) days after when such invoice was due. Immobel shall not be liable or responsible for damages to Customer resulting from the suspension or termination of the Customer’s account. Reinstatement of suspended services requires payment of the outstanding balance in full, including any accrued interest. Suspension of Immobel Services shall not release Customer from any outstanding fees.

Survival. Upon termination of this Agreement all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such termination will survive, including the License Restrictions and terms and conditions relating to proprietary rights and confidentiality, disclaimers, indemnification, limitations of liability and termination and the general provisions below.

Immobel Insolvency. In the event Immobel ceases to business in the ordinary course without a successor, Customer shall have a non-exclusive right to continue using any work product or deliverables provided by Immobel to Customer solely to continue operation of the Customer Website. For clarity, Customer shall not have any right to sell, market, distribute, or otherwise commercialize such work product or deliverables.

Export Compliance. Each party will comply with the export laws and regulations of the United States, European Union and other applicable jurisdictions in providing and using the Immobel Services.

Publicity. Customer agrees that Immobel may refer to Customer’s name and trademarks in Immobel ’s marketing materials and website; however, Immobel will not use Customer’s name or trademarks in any other publicity (e.g., press releases, customer references and case studies) without Customer’s prior written consent (which may be by email). In addition, Immobel may include a link to Immobel ’s website in the footer of the Customer Website and freely showcase any work product and deliverables provided to Customer on Immobel ’s website and social media channels.

Assignment; Delegation. Neither party hereto may assign or otherwise transfer this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement. In addition, Customer agrees that Immobel may have any of its obligations performed through an Affiliate of Immobel , provided that Immobel will remain responsible for its obligations hereunder and will be liable for such Affiliate’s performance hereunder as if it were Immobel hereunder. Any attempted assignment, delegation, or transfer by either party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.

Amendment; Waiver. No amendment or modification to this Agreement, nor any waiver of any rights hereunder, will be effective unless assented to in writing by both parties. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

Relationship. Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.

Unenforceability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.

Governing Law. This Agreement will be governed by the laws of the State of Delaware, USA, exclusive of its rules governing choice of law and conflict of laws. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. All disputes arising out of the Agreement will be subject to the exclusive jurisdiction and venue of the state and federal courts of Delaware, USA, and the parties hereby consent to the personal jurisdiction of these courts.

Notices. Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, or by overnight delivery. Notices to Customer must be sent to the email or other address set forth in the applicable Order Form. Notices to Immobel must be sent to the following address: Immobel Services Group, 108 West 13th Street, Wilmington, Delaware 19801

Entire Agreement. This Agreement comprises the entire agreement between Customer and Immobel with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by Immobel , its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.

Force Majeure. Neither Party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control (“Force Majeure Event”), including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.