CHOBESO INC. DBA PROAGENTWEBSITES.COM - WEBSITE HOSTING AGREEMENT

This Website Development and Hosting Agreement (the “Agreement”) is by and between Chobeso Inc. a Delaware corporation (“Provider”), the person named above (“Customer”).

1. Customer hereby contracts with Provider to develop and host a website for the purpose of marketing Real Estate Agency services.

2. Customer agrees to pay a setup fee to Provider for basic design and development of Customer’s website. Customer agrees to provide Setup Fee upon execution of this agreement. The Setup Fee shall be $250 for existing site templates or $1,000 for new site templates.

3. Customer agrees to pay a Monthly Service Fee. The Monthly Service Fee is $100 for single agents. For Teams and Brokerages the fee is based upon the number of agents licensed to use the site. To calculate the Monthly Service Fee for Teams and Brokerages use the following formula: $100 + ($10 X Number of Agents).

The Monthly Service Fee will be paid to Provider for hosting Customers website, providing maintenance and generic development services from time to time. The first Montly Service Fee will be paid upon execution of this agreement.

4. REFUND POLICY This agreement shall remain in place until written notice of cancellation is provided by Customer and/or Provider. If Customer cancels within 14 days of order placement, Provider will refund the entire Montly Service Fee and Setup Fee paid.   Cancelation by the Customer 15 or more days after order placement will result in no refund of Monthly Service Fees and/or Setup Fees. Upon cancellation by Provider, Provider will be required to continue service for a period of thirty days without fee in order to allow Customer time to acquire a replacement website.

5. Customer agrees to subscribe to IDX Web Services via the Wasatch Front Regional MLS (“WFRMLS”) website. Customer is responsible for paying the associated fee to the WFRMLS. Customer agrees to abide by any licensing, rules, regulations, requirements set forth by the WFRMLS.

6. Generic Modifications. Customer understands that Provider has developed a platform for hosting Real Estate Websites (“Platform”) which is the sole property of the Provider. Provider may from time to time develop enhancements and provide bug fixes to the Platform which will be automatically incorporated into the Customers website. The Customer is not required to pay any fees for these changes to the Platform.

7. Custom Modifications. Any modifications desired by the Customer that the Provider decides not to make part of the Platform may require additional fees for design and development. This may include any requests by the Customer for modifications which are not currently part of the site template.

8. This agreement does not include any responsibility on the part of the Provider to market the Customers website in any way. The Provider may from time to time provide advise and development to aid with Customers marketing campaigns. This advise and development will be at the sole discretion of the Provider.

9. Domain Name. If requested by Customer, Provider at Customers expense shall cooperate with Customer in registering the Domain Name with InterNIC. Customer shall own all right, title and interest in and to the Domain Name and all Intellectual Property Rights related thereto.

10. For the life of this agreement Customer shall not distribute on the Website any Content that: (a) infringes on the Intellectual Property Rights of any third party or any rights of publicity or privacy; (b) violates any law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control, unfair competition, antidiscrimination or false advertising); (c) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (d) is obscene, child pornographic or indecent; or (e) contains any viruses, trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

11. Disclaimer Of Warranties. EXCEPT AS SET FORTH HEREIN, EACH PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

12. Ownership of Content. As between Provider and Customer, any Content given to Provider by Customer under this Agreement or otherwise, and all User Content, shall at all times remain the property of Customer or its licensor. Provider shall have no rights in such Content or User Content other than the limited right to use such content for the purposes expressly set forth in this Agreement.

13. Ownership of the Platform shall remain with Provider. This shall include any Generic or Custom modifications made after the execution of this agreement. Customer is granted license to use the Platform during the term of this agreement.

14 Customer Indemnity. Customer shall defend Provider against any third party claim, action, suit or proceeding alleging any breach of the covenants contained in Section 10. Subject to Section 15, Customer shall indemnify Provider for all losses, damages, liabilities and all reasonable expenses and costs incurred by Provider as a result of a final judgment entered against Provider in any such claim, action, suit or proceeding.

15 Mechanics of Indemnity. The indemnifying party’s obligations are conditioned upon the indemnified party: (a) giving the indemnifying party prompt written notice of any claim, action, suit or proceeding for which the indemnified party is seeking indemnity; (b) granting control of the defense and settlement to the indemnifying party; and (c) reasonably cooperating with the indemnifying party at the indemnifying party’s expense.

16. Confidential Information. Customer’s “Confidential Information” are any passwords used in connection with the Website, all Server Logs, all Work Product and documents related to the Website, any Content which Customer designates as confidential, and any other materials of Customer which Customer designates as confidential or which Provider should reasonably believe to be confidential. Customer’s “Confidential Information” also includes the Website itself until such time as Customer decides to make the Website publicly available to users. Provider’s “Confidential Information” is defined as the source code of any Provider Platform. Provider understands and agrees that Customer does not want any other Confidential Information of Provider, and should the parties believe that additional confidential information of Provider needs to be disclosed to Customer, the parties shall execute a separate non-disclosure agreement regarding such information. Each party shall hold the other party’s Confidential Information in confidence and shall not disclose such Confidential Information to third parties nor use the other party’s Confidential Information for any purpose other than as necessary to perform under this Agreement. The foregoing restrictions on disclosure shall not apply to Confidential Information which is (a) already known by the recipient, (b) becomes, through no act or fault of the recipient, publicly known, (c) received by recipient from a third party without a restriction on disclosure or use, or (d) independently developed by recipient without reference to the other party’s Confidential Information.

17. Limitations On Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

18. Provider includes no warranties of any kind. Customer understands that website may be unavailable from time to time. Provider will attempt to resolve any issues related to availability and/or performance within a reasonable timeframe. Customers only remedy relating to errors, availability and/or performance is cancellation of this agreement.

19. Governing Law. This Agreement will be governed and construed in accordance with the laws of the State of Utah without giving effect to principles of conflict of laws. Both parties agree to submit to jurisdiction in Utah and further agree that any cause of action arising under this Agreement may be brought in a court in Salt Lake County, Utah.

20. Compliance With Laws. Provider shall ensure that its Website design and its web hosting services will comply with all applicable international, national and local laws and regulations.

21. Severability; Waiver. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision which most closely approximates the intent and economic effect of the invalid provision. The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.

22. Notice. Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other address as the party shall specify in writing. Such notice shall be deemed given: upon personal delivery; if sent by telephone facsimile, upon confirmation of receipt; or if sent by certified or registered mail, postage prepaid, 5 days after the date of mailing.

23. Entire Agreement. This Agreement, including the Exhibits attached hereto, sets forth the entire understanding and agreement of the parties and supersedes any and all oral or written agreements or understandings between the parties as to the subject matter of this Agreement. It may be changed only by a writing signed by both parties. Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth herein.