1.

SERVICES PROVIDED:

PropertyCare provides the Services through the Site for a fee for Customer's use. Additional Services are available for the Customer to pass on to the Customers local or remote customers (Clients), for a fee to be charged by PropertyCare. A royalty is paid to the Customer for any fees charged to the Clients by PropertyCare for use of Services. Upon registration or the full-execution of any Sales Order Form, Customer may begin using Services. In exchange for use of the Services, including the Tools and, Customer agrees to use the Services in compliance with the Agreement.

2.

MODIFICATION TO SERVICES PROVIDED:

Customer acknowledges and agrees that PropertyCare may, with or without notice, modify, amend or terminate any and all Services provided hereunder. Further, Customer acknowledges and agrees that PropertyCare may, with or without notice, modify, amend or terminate any and all terms and conditions of the Agreement from time to time. In the event any increase to fees may be introduced, PropertyCare will advise the Customer either by email or in writing no less than thirty (30) days in advance of any such increase. All such modifications, amendments and terminations shall collectively be called "Modifications". PropertyCare will use reasonable commercial efforts to give Customer thirty (30) days notice of any material Modification, such notice to be provided via email or the post using the most recent contact information provided by Customer on the Site. If Customer is unwilling to accept any Modification, Customer must cease its use of the Services by the date the Modification goes into effect and give written notice of termination within 25 days of the date on PropertyCare's notice. Any failure of Customer to timely terminate and any and all use of the Services by Customer after the Modification has taken effect shall be deemed acceptance of the Modification. PropertyCare will not be liable to Customer for any Modification of the Services.

3.

REGISTRATION & PASSWORD:

Customer will provide current, complete, accurate information in the registration section of the Site. Customer will further update and keep such information current as needed. Customer shall choose a password in order to access the Services and Customer's account. Customer is solely responsible for maintaining the confidentiality of Customer's password and account information. Customer shall immediately notify PropertyCare of any unauthorized account activity, or any unauthorized use of Customer's information or any other breach of security known to Customer.

4.

PRIVACY :

PropiCare Inc is committed to its policy of protecting the privacy and confidential information of the Clients. For more information on PropiCare Inc and Site's Privacy Policy visit privacy.html.

6.

CUSTOMER RESPONSIBILITIES:

The PropertyCare platform is designed to give Customer flexibility and efficiency within the business environment and to facilitate an information management service the Clients of the Customer. Accordingly, Customer is responsible to perform certain functions including:

• To create and administer Clients information through the Site.
• To provide and maintain an accurate and true company profile on the PropertyCare Site, including up-to-date contact information.
• To ensure regular daily backups of information. Whilst PropertyCare will backup the Customers data if the Customer has requested PropertyCare to host the Customers web site, nevertheless it is the responsibility of the Customer to ensure a regular backup.

7.

REPRESENTATIONS AND WARRANTIES:

Customer represents and warrants the following:

8.

OTHER PROHIBITED USES:

Customer agrees not to transmit through the Service or the Site any pornographic, obscene, offensive, threatening, harassing, hate-oriented, harmful, defamatory, racist, illegal or otherwise objectionable material or content. Customer shall not send any transmission that attempts to hide Customer's identity or represents Customer as someone else. Customer may not use the Services for the benefit of a third party including as part of its business of providing marketing, consulting or other services to its own Clients unless the appropriate agreements have been entered into by the Client. Any attempt by Customer to transmit, publish or distribute material or content that promotes, provides or relates to instructional information about illegal activities or promotes physical harm or injury against any individual or group is strictly forbidden. Customer specifically agrees not to use the Services to send any materials to any persons under 18 years of age unless and until the Customer has taken and follows all necessary actions to comply with federal, state and local laws. Neither Customer nor any Client will upload or distribute in any way any files that contain viruses, corrupted files or any similar software or programs on the PropertyCare platform that may damage the operation of the Services or the Site, any PropertyCare computer or network system, or any third party computer or network system. Any attempt by Customer to gain unauthorized access to any computer system, including accounts or a database maintained by and for PropertyCare is strictly forbidden. PropertyCare makes no representation that materials on the Service, including the Client Content, are appropriate for use in all geographical unless specified by PropertyCare, and distribution to, or access from, jurisdictions where the Services or such materials are illegal or otherwise regulated is prohibited. Customer is responsible for compliance with applicable local laws. Customer agrees to comply with all laws, rules and regulations regarding transmission of technical data exported from the Customers country of origin. If Customer engages in any activity set forth in this paragraph or violates any Terms or conditions of the Agreement, such activity shall be a material breach of this Agreement and PropertyCare retains the right to terminate this Agreement, Customer's account and Customer's use of the Services. PropertyCare reserves the right to report suspicious conduct to the appropriate authorities and to turn over any and all information, regarding such activity to appropriate persons or entities. Without accepting the obligation to do so, PropertyCare reserves the right to remove any content from the Services and/or to refuse to deliver any content or survey.

9.

DISCLAIMER OF WARRANTIES :

PropertyCare EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND QUIET ENJOYMENT. PropertyCare MAKES NO WARRANTY THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THEY WILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUS-FREE, ERROR-FREE, ACCURATE OR RELIABLE. PropertyCare DOES NOT MAKE ANY WARRANTY THAT ANY DEFECT IN THE SERVICES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM PropertyCare OR THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

THE SERVICES, INCLUDING THE TOOLS AND THE SITE, ARE PROVIDED TO CUSTOMER ON AN "AS IS" AND "AS AVAILABLE" BASIS. ANY MATERIAL AND/OR DATA OBTAINED OR DOWNLOADED THROUGH THE SERVICES IS DONE AT CUSTOMER'S OWN RISK AND CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE CAUSED BY SUCH MATERIAL OR DATA INCLUDING ANY LOSS OF DATA OR DAMAGE TO CUSTOMER'S COMPUTER SYSTEM.

CUSTOMER IS SOLELY RESPONSIBLE TO EVALUATE THE ACCURACY, RELIABILITY, COMPLETENESS AND USEFULNESS OF ANY INFORMATION AND SERVICES AND SIMILAR MATERIALS. PropertyCare IS NOT RESPONSIBLE FOR THE CONTENT OF ANY CLIENT CONTENT OR SIMILAR MATERIALS AND DOES NOT WARRANT THE ACCURACY, RELIABILITY, COMPLETENESS AND USEFULNESS OF THE CLIENT CONTENT OR ANY CUSTOMER ACT OR OMISSION RELATING TO THE SERVICES.

10.

LIMITATION OF LIABILITY:

PropertyCare'S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT SHALL BE LIMITED TO DIRECT MONETARY DAMAGES, AND THE AGGREGATE AMOUNT OF SUCH DAMAGES SHALL IN NO EVENT EXCEED AN AMOUNT EQUAL TO THE AGGREGATE FEES PAID BY CUSTOMER FOR THE MOST CURRENT MONTHS RENTAL OF THE SERVICE. IN NO EVENT WILL PropertyCare BE LIABLE FOR PROCUREMENT OF SUBSTITUTE SERVICES OR ANY INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS, REVENUE, DATA, USE OR DISCLOSURE OF SURVEY PARTICIPANT INFORMATION WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. CUSTOMER ACKNOWLEDGES THAT PropertyCare HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE ON THE DISCLAIMERS OF WARRANTIES AND LIMITATION OF LIABILITY AND THAT THE SAME FORM AN ESSENTIAL BASIS FOR THE BARGAIN BETWEEN THE PARTIES.

11.

PROPRIETARY RIGHTS:

As between PropertyCare and Customer, PropertyCare owns all right title and interest in the Services, and PropertyCare logos, trademarks, template, tutorial, and other materials created by PropertyCare ("PropertyCare intellectual Property"). Customer may use the PropertyCare Intellectual Property solely in conjunction with the Services and as authorized by this Agreement and in no other manner. As between PropertyCare and Customer, Customer owns all right, title and interest in Customer logos and trademarks, the survey responses, and the survey questions so long as they are not derived from PropertyCare Intellectual Property. The Customer agrees to and hereby does grant PropertyCare the limited, nonexclusive right and license to reproduce, distribute, display and use any Client Content and Customer intellectual property as necessary to perform its obligations under this Agreement. Customer also grants PropertyCare a license to use Customer's name and logo in PropertyCare marketing materials and customer lists, including on the PropertyCare website. Customer agrees to not to remove and to always include any and all copyright and property notices attached to PropertyCare Intellectual Property, including all templates. No one may copy, reproduce, transmit, post, distribute or create derivative works from the Services without prior express authorization from PropertyCare.

12.

CONFIDENTIAL INFORMATION:

The parties agree to hold each other's Confidential Information in confidence during the term of this Agreement and for a period of three (3) years after termination of this Agreement. The parties agree that, unless required by law, they will not make each other's Confidential Information available in any form to any third party or use each other's Confidential Information for any purpose other than the implementation of this Agreement. Notwithstanding the above, PropertyCare may share Customer Confidential Information with agents acting on its behalf in the fulfillment of PropertyCare's obligations under this Agreement, so long as such agent has executed a confidentiality agreement protecting such Customer Confidential Information with at least the protections stated herein. If any party is required by law to disclose the Confidential Information of the other Party, the party making such a disclosure will provide the other party with reasonable notice of its intent to comply and provide all reasonable cooperation in assisting the owner of the Confidential Information to minimize the disclosure.

"Confidential Information" means any information disclosed by one party to the other marked "confidential" or disclosed under circumstances that would lead a reasonable person to conclude that the information was confidential. Notwithstanding the above, the following types of information shall be considered Confidential Information: the terms and pricing in this Agreement, any software or documentation related to the Services, PropertyCare sample questions and templates, trade secrets, technical know-how, inventions, educational materials, product development plans, pricing, marketing plans, customer lists, Customer's email Distribution Lists and all survey responses from Customer's surveys. Confidential Information shall not include information that: (a) is or becomes generally available through no act or omission of the other party; (ii) was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party or (iii) is lawfully disclosed to the other party by a third party without restriction on disclosure. In the event that Customer becomes aware of an unauthorized use or disclosure of any PropertyCare Confidential Information, Customer will promptly inform PropertyCare and provide reasonable assistance in the investigation or prosecution of any such unauthorized use or disclosure.

13.

TERMINATION:

This Agreement shall be in effect for as along as any Sales Order Form is in effect. Upon termination of any Sales Order Form or this Agreement, Customer shall immediately cease use of the Services, (including use of the Site) related to the terminated Sales Order Form or the Agreement, as applicable. Upon termination, PropertyCare shall have no obligation whatsoever to make available to Customer or otherwise provide Customer access to the Services or Site. Accordingly, Customer should download and or backup all information prior to the termination date of any Sales Order Form or the Agreement. The following paragraphs shall survive termination: any payment obligation set forth in any Sales Order Form, and paragraphs 2, 7, 9, 10, 11, 12, 13, 14, 16 and 17 of these Terms and Conditions.

14.

INDEMNIFICATION:

Customer hereby agrees to defend, indemnify and hold harmless PropertyCare, its subsidiaries, affiliates, officers, and employees, from any and all claims, demands and damages (including reasonable attorneys' fees), due to or arising out of this Agreement including: (a) Any Client act or omission related to the Services and (b) Customer's breach of any representation, warranty, covenant or obligation under this Agreement.

15.

FORCE MAJEURE:

PropertyCare shall not be liable for any delay or failure under this Agreement if such delay or failure is due to any cause beyond the control of PropertyCare, including, without limitation, restrictions of law or regulations, labor disputes, acts of God, insufficient or inadequate customer bandwidth or technology, general Internet brown-outs, black-outs or slowdowns, emergency and ordinary maintenance of the Site, any "hacking" or any "denial of service" activity.

16.

JURISDICTION:

The Agreement and the relationship between Customer and PropertyCare shall be treated as if entered into and executed in the State of New South Wales, Australia and shall be governed and construed in accordance with the laws of the State of New South Wales, Australia, without regard to conflict of law principles. Customer agrees to submit to personal and exclusive jurisdiction and venue of the courts in Sydney, New South Wales, Australia. Customer agrees that in the event of any dispute between PropertyCare and Customer, Customer will resolve the dispute directly with PropertyCare and will not join any class action suit.

17.

MISCELLANEOUS:

The Agreement is the entire and only agreement between the parties and supersedes any prior or other understandings, representations or warranties. The terms of the Agreement may be changed only as set forth in the Agreement or by a written document referencing this Agreement and signed by both parties (an "Amendment"). In any dispute arising from the relationship between Customer and PropertyCare, whether or not it rises to the level of a filed complaint, the prevailing party shall be entitled to reasonable attorney's fees and other costs, including the costs of collection. The failure by PropertyCare to enforce any right or provision of the Agreement shall not constitute a waiver of that provision or any other provision of the Agreement. If any provision of the Agreement shall be determined to be invalid or unenforceable by a court of competent jurisdiction, the other provisions of the Agreement shall remain in full force and effect.