CCH Site Builder E-content End User License Agreement

Customer desires to publish, advertise and store certain business information on the World Wide Web utilizing the services of CCH Site Builder Inc. (or its successor) (hereinafter "Site Builder"). Site Builder is willing to furnish those services in the form of an annual subscription, subject to the terms and conditions of this agreement.

In consideration of the foregoing and the mutual covenants contained herein, the parties hereto agree as follows:

Obligations of Customer:

Customer Information (Defined below) shall be revised by Customer at their sole discretion and updated electronically via Site Builder's website. Customer will be solely responsible for all content and agrees to hold Site Builder harmless from any liability arising from Customer Information. Manual revisions and custom modifications may be submitted to Site Builder, but may be subject to additional charges. Customer agrees to abide by rules and standards of publication as noted under "Standards". Site Builder reserves the right to refuse or discontinue the services for any Customer Information, which does not comply with Site Builder's Standards. Customer shall regularly monitor and maintain its Customer Information on its website and Site Builder shall have no liability to Customer or any third party in connection with any such alteration or destruction.

Obligations of Site Builder:

Site Builder shall provide CCH Site Builder Website E-content for the Customer to facilitate the deliverance of the newsletter content as agreed upon. The Customer's website (including all graphical content and related HTML coding provided by Site Builder) is the property of Site Builder and the Customer has no rights to the website beyond the terms of its subscription. Site Builder will provide for Customer the use of various website designs. Various content will be provided for Customer to choose from, including, but not limited to calculators/financial tools (described in more detail below), newsletter articles, sample verbiage for descriptions of various sections of the site. Customer will be allowed to modify, add or delete most content. Site Builder will provide hosting for all sites, utilizing its directory at www.execusite.com. Site Builder will provide passworded protection for the Customer for access to make additions/deletions to the Customer's site content. Customer agrees all design features and source code (html) associated with the website, apart from the client name and Customer information, are the property of Site Builder. Upon execution of this Agreement, Site Builder shall load, in HTML format, Customer's Information (noted below) onto the Customer's website in accordance with Site Builder procedures. Customer shall be solely responsible for all content (Customer Information). Although Site Builder shall use reasonable efforts to protect the Customer's website from unauthorized access by third parties, Customer acknowledges that, because of the nature of the World Wide Web, Customer Information residing on its website cannot be protected from alteration or destruction by third parties. Customer shall regularly monitor and maintain its Customer Information on its website and Site Builder shall have no liability to Customer or any third party in connection with any such alteration or destruction.

Financial Tools Ownership:

Site Builder will grant Customer a license to use the calculators/tools on the terms provided as part of the annual subscription of the complete website. This license is not exclusive to Customer and may not be assigned by it to any other party.

Site Builder will provide various calculators and tools for Customer to have available on their website. These calculators and tools are the property of Site Builder. Customer's use of these items over any period of time will give it no rights in the software other than those rights granted by this license. Any improvements or modifications to the software made by Site Builder shall remain its sole property regardless of changes or additions made in response to Customer requests. Site Builder reserves the right to add, delete or modify these tools as it deems necessary.

Customer will relinquish the license upon relinquishment of its subscription to Site Builder.

Newsletter:

Site Builder will provide Customer with various articles to choose from for inclusion on its site. It will allow the Customer to add/delete/modify the articles as it chooses. The Customer will be allowed to write his or her own articles for inclusion on the site. Customer has the responsibility of verifying all content included in this area. Site Builder will not be responsible for any content included in the articles written, including any changes made by Customer. Use of the newsletter articles by any other delivery method than the Customer's Site Builder website is prohibited without the express written consent of Site Builder.

Standards:

Site Builder reserves the right to create the standards required for use of its subscription service. Any content deemed inappropriate for professional websites may be removed from the Customer's site. Notification will be given to Customer should such actions be required.

Customer Information:

Customer Information includes, but is not limited to, any information provided to Site Builder either through modifications of provided content, additions of own content, or acceptance of provided content. Therefore, Customer is responsible for all content on the site, whether added, modified or chosen from provided content.

Warranty and Limitation of Liability:

Site Builder warrants that the services will conform to their description and will be free from defects in material and workmanship at the moment the particular services are completed by Site Builder. Except for the above express limited warranty, Site Builder makes, and Customer receives, no warranty or guaranty with respect to the services and/or the Customer information, express, implied, statutory, or in any other provision of this agreement or communication with Customer, and Site Builder specifically disclaims any implied warranty of merchantability or fitness for a particular purpose. Site Builder expressly disclaims any liability for Customer information stored on the Customer's web site, including, without limitation, any damage or destruction of Customer information and/or the services, any unauthorized use by any third party of any Customer information and any violation of any property rights of Customer or any third party in the Customer information. It shall be Customer's sole duty and liability to monitor the Customer information to maintain its accuracy and completeness on its website and to make all corrections, modifications, repairs and replacements which may be required in order to maintain the Customer information on its website. Any claim by Customer on account of breach of warranty shall be waived conclusively unless Customer gives Site Builder written notice thereof within thirty (30) days of performance of the alleged defective Services by Site Builder. Site Builder shall not be responsible or liable to Customer or to any third party for any lost profits, or incidental, consequential, indirect, special or contingent damages for any breach of warranty or other breach of Site Builder's obligations hereunder, Site Builder's liability and Customer's exclusive remedy being limited to Site Builder's choice of: (i) reperformance of the Services in order to correct any such defect; (ii) the repayment of the Fees for the defective Services, or (iii) the granting of a reasonable allowance on account of such defects. Site Builder shall be given a reasonable opportunity to investigate all claims and to inspect allegedly defective Services. Customer agrees to and hereby does indemnify, defend and hold Site Builder, its directors, officers, employees, agents and computer and other consultants and advisors free and harmless from and against any and all loss, claim, damage, expense, penalty, demand, reparation, cost of defense, attorney's fees or liability whatsoever (whether paid or credited under settlement, order, judgment or otherwise) arising out of or in any way caused by or connected with the Services furnished pursuant to this Agreement and/or the Customer Information, excluding only any claim within the scope of the limited warranty and remedy here in above set forth in this Section.

Should the above be limited or excluded by law of the Customer's domicile, the invalidity of such terms and conditions shall in no way invalidate any other conditions in this agreement. Customer agrees to hold Site Builder harmless from any claims of infringement or defamation with regards to the names any other unique materials specified by Customer for the Website. Customer agrees not to modify the software or examine, copy, or reverse engineer the source code of the software in any way, or to allow any other person to do so.

Term and Termination:

The initial term of this Agreement shall be for a period of one (1) year from the Effective Date. This Agreement can be extended by Customer by paying, in advance, the renewal fees in existence at the time of renewal, unless previously agreed upon through promotional offers. No termination or expiration of this Agreement shall abridge or deprive either party of any remedy it may have against the other party arising out of this Agreement or as a matter of law or otherwise. Notwithstanding the foregoing, this Agreement may be terminated by either party, upon written notice, if the other party breaches any material term of this Agreement and fails to cure that breach within fifteen (15) days of receipt of written notice thereof. Customer is allowed a full refund if notification is given to Site Builder within 30 days of the Effective Start Date. The Effective Start Date is the date Customer signs up for the subscription service and enters the site for creation of its website. Refund policies do not apply to renewal periods.

Miscellaneous:

This Agreement and the rights and obligations set forth herein may not be assigned, in whole or in part, by Customer without Site Builder's prior written consent. This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof. This Agreement shall be governed by, and construed in accordance with the laws of the State of California, including, without limitation, those relating to conflict of laws. Any lawsuit or action brought by any of the parties hereto, shall be filed and adjudicated in Orange County, California. This Agreement may be amended only in a writing that has been executed by duly authorized officers of the parties and shall not be amended or deemed amended by subsequent conduct of either party or any course of dealings between the parties. The parties agree that (i) there shall be no oral agreements between the parties, whether or not related to this Agreement or the subject matter hereof, and whether or not allegedly entered into prior, during or subsequent to the term hereof; and (ii) in order for any agreement to be effective between the parties, whether prior, during or subsequent to the term hereof, it shall be set forth in writing and executed by duly authorized representatives of the parties. If litigation occurs between the parties relating to this Agreement, and Site Builder is the prevailing party, it shall be entitled to its reasonable attorneys' fees, expert witness fees and costs of suit. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of or acquiescence in or to such provision. All notices given hereunder shall be in writing and shall be delivered personally or sent via receipted private courier or by United States Postal Service certified or registered mail, postage prepaid and return receipt requested, to the address or addresses set forth in this Agreement, or to such other address as a party may notify the other party in writing. Any such notice shall be deemed to be properly given (i) if delivered personally, upon written acknowledgment of receipt after delivery to the address specified; or (ii) if sent by courier or posted, the earlier of the actual date of delivery or three (3) days from the date posted.

Price and Payment:

The fees and charges agreed upon by the creation of the Customer's web site via Site Builder's website shall apply to the first year of the term of this Agreement. Thereafter, the fees and charges may be increased or decreased by Site Builder prior to a renewal period, unless one is already agreed upon between Customer and Site Builder. Bills are due and payable by Customer upon presentation. Delinquent accounts are subject to deactivation at any time. Customer agrees payment is nonrefundable, except as provided in special promotions or as noted above. All annual subscription charges must be paid in advance (including renewals and upgrades, as provided).

SECURITY:

Neither Site Builder nor Customer shall violate or attempt to violate the security of the other party's products or services. In furtherance of the foregoing, the parties shall not: (i) access data not intended for the parties or log into a server or account which the parties are not authorized to access; (ii) attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper written request and authorization; (iii) attempt to interfere with service to any user, host or network, including by means of submitting a virus, overloading, flooding, spamming, mail bombing or crashing.

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