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	TERMS AND CONDITIONS LICENSING AGREEMENT NON-EXCLUSIVE RIGHTS TERMS AND CONDITIONS _________________________________________ Background of Agreement By selecting the “I Agree” box at the end of this Agreement or otherwise signifying your acceptance and using the service, you accept this Agreement either for yourself or on behalf of your employer or the entity that is identified as the member account holder, and agree to be bound by its provisions. If you are accepting on behalf of your employer or the “entity” (as defined hereinafter) that is the member account holder, you represent and warrant that you have full legal authority to bind your employer or such other entity. If you do not have such authority or you do not accept or agree with these terms, do not accept the Agreement or use the service in any way whatsoever. If you are not related to or responsible for the member account or, if you have question regarding the agreement please contact Global Property Search Engine Corporation (GPSEC). _________________________________________ Effective Date This TERMS AND CONDITIONS LICENSE AGREEMENT is made and entered into as of the date the Licensee has been accepted by selecting the “I Agree” box at the end of this Agreement or otherwise signifying your acceptance and using the service, (the “effective date”), among Global Property Search Engine Corporation (GPSEC) hereinafter referred to as “GPSEC and “Licensor”) and a “User of the Service”. _________________________________________ W I T N E S S E T H WHEREAS, the “Licensee” is a user of the service. WHEREAS, the “Licensor” is a legal entity which owns and operates the Global Property Search Engine (http://www.GyPSE.info) and the Local Service Provider Directory. NOW, THEREFORE, for and in consideration of the covenants, conditions, and undertakings hereinafter set forth, it is agreed by and between the parties as follows: 1. DEFINITIONS 1.1 “User of the Service” refers to, any person, partnership or corporation. 1.3 “Licensed product/s” refers to, the Account/s, Software on the GPSEC search portal; http://www.GyPSE.info. 1.4 “GyPSE” refers to the Global Property Search Engine. An online portal owned and operated by Global Property Search Engine Corporation (GPSEC) as a search engine focusing on the Property and Property Services industry. 1.5 “Property” refers to the industry of focus for the search engine, GyPSE. ‘Property’, as utilized by Global Property Search Engine Corporation (GPSEC), refers to, but not exclusive of, individuals and businesses that service and create products for; the real estate (commercial and residential), and land (raw and developed) industries. 1.6 “Webcard/s” refers to unique advertising space, on GyPSE, in the form of a short business description and full colour picture, known as a Webcard and acts as a ‘direct link’ to the advertiser’s (purchaser’s) own website or secondary webpage hosted by the GyPSE portal. Webcard purchasers become part of the Local Service Provider Network and Directory. 1.7 “Banner Ads” refers to advertising space on GyPSE which are not classified as Webcards. 2.0 GRANT OF LICENSE AND TERM 2.1 The “Licensor” hereby grants to the “Licensee” a non-exclusive and non-transferable access right to the GyPSE portal, to create and modify advertising. 2.2 The Licenses granted herein are for a term beginning on the “Effect Date” and unless terminated soon as provided in this agreement, until such time, as determined by the Licensor, that the Agreement is cancelled by the Licensor. 2.3 The Portal and the technology and information within, is the intellectual property of the “Licensor” and is protected by International copyright law (including, but not exclusively, the Laws of Canada), international treaty provisions, and applicable laws of any country in which it is being used at any time. The structure, organization and code of the Portal are the valuable trade secrets and confidential information of the “Licensor”. Therefore the “Licensee” must treat the Portal and information within just as they would any other copyrighted material, such as a book. The “Licensee” may not copy the technology or material unless otherwise permitted by the “Licensor”. The “Licensee” agrees not to modify, adapt or translate any of the “Licensed Products” except as expressly permitted by “Licensor”. The “Licensee” also agrees not to reverse engineer, decompile, disassemble, change or otherwise attempt to discover the source code of the technology except as expressly permitted by “Licensor”. For the avoidance of doubt, in the event of any inconsistency between the wishes of “Licensor” and any International legislation (Including: Canadian Law) the wishes of “Licensor” shall prevail. Please note that the “Licensee” may not decompile the any software unless it is essential to do so in order to achieve operability of the software with another software program and the “Licensee” has first made a requested to “Licensor” to provide the information necessary to achieve such operability. “Licensor” has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any information supplied by “Licensor” or obtained by the “Licensee”, as permitted hereunder, may only be used by the “Licensee” for the purposes stated and may not be disclosed to any third party or used to create any software which is similar in any way to the expression of the "software". 2.3.1 Software Agreement Within “Licensed Products” the term "software" shall also include any electronically supplied documentation, continuing upgrades, modified versions, updates, additions and copies of any Software under the control of the “Licensee” which may be supplied by the “Licensor”, during the course of the “License Agreement” “term” as agreed by Global Property Search Engine Corporation (GPSEC). Global Property Search Engine Corporation (GPSEC) continues to own the copyright of the “software” and the physical media that may be provided to the “Licensee” in the course of discharging its duties and any other copy that the “Licensee” may be authorized to make pursuant to this agreement. 3. DUTIES/ OBLIGATIONS 3.1 Licensor For the duration of this contract the “Licensor” transfers the rights to market and sell the “product/s” of the “service” within the designated “territory” and permits the “Licensee” to promote the service under the trading and brand names; Global Property Search Engine, GyPSE™, Network Affiliate™ and Local Network Service Providers™ exclusively, and the slogans; Property… We’ve got it™, You’re not in property… If you’re not in GyPSE™, One world… One stop™. The “Licensor’ reserves the right to withdraw the rights to using these trading and brand names at any time. All other names falling outside of this definition are not to be used including but not exclusively; Global Property Search Engine Corporation, Global Property Search Engine, GPSEC. The “Licensor” will provide the “Licensee” with all information and know-how (deemed necessary by the “Licensor”) to execute its remit under the terms of the “Licensee agreement”. 3.2 Licensee The “Licensee” will not without the prior written consent of the “Licensor”. a/ Dispose of or attempt to pass-on to any third party, any parts listed in any sections of this “License agreement” without the prior written consent of the “Licensor”. b/ The “Licensee” will not rent out to third parties, without the prior written consent of the “Licensor” any part of the “service” that is not specifically designated as the “product/s”. c/ The “Licensee” will not discuss and/ or pass on any information regarding the internal operations of the “service” that may be deemed as ‘know-how’ to any third party or to hold on to any information following termination of the “Licence agreement” that may be deemed as ‘know-how’. d/ The “Licensee” will cease all use of the “service” and pass on all documentation regarding the operations of the “service” and its “product/s” immediately (within 24 hours) once the “License agreement” has been terminated for any reason. All material and/ or financial costs incurred by the “Licensee” during the execution of its work shall be born in there entirety by the “Licensee” including though not exclusively: a/ Administrative costs: Call costs, office supplies, etc. b/ Fines and/ or financial penalties imposed by third parties for whatever reason. 4. DISCLAIMER OF WARRANTIES 4.1 GLOBAL PROPERTY SEARCH ENGINE CORPORATION (GPSEC) MAKES NO WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING OR RELATING TO THE MATERIALS OR THE PERFORMANCE OR OPERABILITY OF THE PORTAL (HTTP://WWW.GYPSE.INFO). GLOBAL PROPERTY SEARCH ENGINE CORPORATION (GPSEC) SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE MATERIALS AND THE PORTAL. ACCORDINGLY, THE “LICENSEE” ACCEPTS THE PORTAL AND THE MATERIALS "AS IS," AND GLOBAL PROPERTY SEARCH ENGINE CORPORATION (GPSEC) ASSUMES NO RESPONSIBILITY FOR PERFORMANCE OF THE PORTAL OR THE ACCURACY OF THE MATERIALS, NOR DOES GLOBAL PROPERTY SEARCH ENGINE CORPORATION (GPSEC) ASSUME ANY RESPONSIBILITY TO SUPPLY ANY ERROR CORRECTIONS, UPDATES OR ENHANCEMENTS OF THE PORTAL OR MATERIALS. IN NO EVENT SHALL GLOBAL PROPERTY SEARCH ENGINE CORPORATION (GPSEC) BE LIABLE TO THE “LICENSEE” OR ANY OTHER PERSON OR CLIENT FOR ANY LOST PROFITS OR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES ARISING OUT OF THE USE OF THE PORTAL OR MATERIALS. 4.1.1 IN NO EVENT SHALL GLOBAL PROPERTY SEARCH ENGINE CORPORATION (GPSEC) OR ANY OF ITS AFFILIATES OR CONTENT PROVIDERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE “LICENSED PRODUCT”, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF GLOBAL PROPERTY SEARCH ENGINE CORPORATION (GPSEC) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. 5. The License granted hereunder shall be governed by the laws of the Province of Alberta, Canada, without regard to conflicts principles. Any litigation arising out of usage of the portal and the Terms and Conditions Licensing Agreement granted hereunder shall be brought in the courts of the Province of Alberta. 6. TERM OF AGREEMENT 6.1 The Licenses granted herein is for a term beginning on the “Effect Date” and unless terminated sooner as provided hereunder, until such time the Licensee no longer is a “User of the Service”. At such time, the “Licensee” may, upon approval of Global Property Search Engine Corporation (GPSEC) resign a new licensing agreement. 6.2 The Terms and Conditions Licensing Agreement also terminates without notice from Global Property Search Engine Corporation (GPSEC) if at any time the “Licensee” fails to comply with any of its terms. Upon termination, the “Licensee” must immediately (i) cease using the “Licensee Product” and for any purpose; (ii) deliver or destroy all copies and archives of the “Licensed Products” or accompanying materials; and (iii) if requested, confirm to Global Property Search Engine Corporation (GPSEC) in writing that the “Licensee” has complied with these requirements. 6.3 The “Licensor” reserves the right to elect at a later date to revoke or amend the license granted, by this Agreement, for any reason, without notice. 7. Indemnification The “Licensee” agrees to indemnify, defend and hold Global Property Search Engine Corporation (GPSEC), its affiliates, its Content providers and their respective directors, officers, employees, shareholders, partners and agents (collectively, the “Global Property Search Engine Corporation (GPSEC) Parties”) harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any Global Property Search Engine Corporation (GPSEC) Party as a result of or in connection with any breach by the “Licensee” or anyone acting on their behalf of any of the terms of this Agreement. 8. General Provisions a) The “Licensors’” failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. (b) This Agreement is personal to the “Licensee” and is not assignable without Global Property Search Engine Corporation’s (GPSEC’s) prior written consent. (c) If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision. (d) Licensee agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted. (e) This Agreement will be governed under the laws of the Province of Alberta and the federal laws of Canada applicable therein (without reference to conflicts of laws principles). (f) Any and all disputes arising out of, under or in connection with this Agreement, including without limitation, its validity, interpretation, performance and breach, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by a single Arbitrator appointed in accordance with such rules. The arbitration shall take place in Calgary, Alberta, and shall be conducted in the English language. 9. Confidentiality Agreement This agreement to confidentiality shall be governed by and construed in accordance with Canadian law and the parties irrevocably submit to the non-exclusive jurisdiction of the Courts of Canada in respect of any claim, dispute or difference arising out of or in connection with this agreement. All obligations undertaken within this confidentiality agreement will not terminate and as such will remain in force in perpetuity. 10. ACKNOWLEDGMENT 10.1 YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF GLOBAL PROPERTY SEARCH ENGINE CORPORATION (GPSEC) AGREEING TO PROVIDE THE “LICENSED PRODUCTS”, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND GLOBAL PROPERTY SEARCH ENGINE CORPORATION (GPSEC), WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND GLOBAL PROPERTY SEARCH ENGINE CORPORATION (GPSEC) RELATING TO THE SUBJECT OF THIS AGREEMENT.

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