THESAURUS TECHNOLOGY TERMS AN CONDITIONS, WARRANTY AND LICENCE AGREEMENT

1. THIRD PARTY TERMS AND CONDITIONS Products and services of Third Party Providers will be made available to you by them under separate terms and conditions notified to you by those third parties. Thesaurus Technology has no responsibility for the terms and conditions of service of Third Party Providers, or for securing any licence or regulatory approval required by Third Party Providers to enable them to conduct business. The formation of contracts between you and Third Party Providers is governed by those terms and conditions.

2. LIMITED WARRANTY Thesaurus Technology warrants that all disks and Cd's provided are free from defects in material and workmanship, assuming normal use, for a period of 100 days from the date of purchase. Thesaurus Technology warrants that the program will perform in substantial compliance with the documentation supplied with the software product. If a significant defect in the product is found, the purchaser/renter may within 30 days of purchase/renting, return the product for a refund. In no event will such a refund exceed the purchase/rental price of the product. EXCEPT AS PROVIDED ABOVE, THESAURUS TECHNOLOGY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PRODUCT. SHOULD THE PROGRAM PROVE DEFECTIVE, THE PURCHASER ASSUMES THE RISK OF PAYING THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION AND ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN NO EVENT WILL THESAURUS TECHNOLOGY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF THE USE OR THE INABILITY TO USE THIS PRODUCT EVEN IF THESAURUS TECHNOLOGY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Use of this product for any period of time constitutes your acceptance of this agreement and subjects you to its contents.

3. CONTRACTUAL OBLIGATIONS Please confirm the validity of all legal notices, contracts and standard letters produced by Thesaurus Technology with your own solicitor. All invoices and financial statements must also be checked for accuracy with your accountant.

4. INVOICING For customers paying annually an invoice will be issued annually. For customers paying quarterly by standing order an invoice will be issued quarterly in arrears.

5. LICENSE AGREEMENT This is a legal agreement between you (either an individual or an entity, hereinafter known as " Licensee "), and Thesaurus Technology (hereinafter known as " Licensor "). BY PURCHASING OR RENTING THIS SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. If you do not agree to the terms of this Agreement, you may promptly return the software within 30 days of purchase and accompanying items to Licensor for a full refund. This Agreement applies in the absence of a signed license agreement between Licensee and Licensor; any such signed license agreement shall supersede this Agreement.

6. TECHNICAL SUPPORT/UPGRADES/INTERNET SERVICE Technical support for Universal Products: Licensor agrees to provide technical support to a single point of contact in the Licensee organization for the duration of the rental period. Licensee agrees to provide technical support to all other Licensee end-users. Subject to thirdparty supplier restrictions and charges, Licensor agrees to make available to Licensee, upon request, any maintenance releases, new and enhanced versions or upgrades of the licensed software that Licensor releases for the Windows platform for the duration of the rental period. Internet services(property search for your website, branch synchronisation, email image linking) will be supplied for the duration of the rental period.

7. SYSTEM REQUIREMENTS/ MAXIMUM USERS/MAXIMUM PROPERTIES The minimum system requirements to run Universal Products are: Windows98, Pentium II processor, 128 meg Ram, 800x600 screen resolution, 56k modem with Internet connection, Microsoft Word 2000 for printing, Internet access on each PC for email to work (AOL connectivity is NOT supported). A maximum of 8 PC’s are allowed to be networked under the branch license. On networked systems, the operating system on the server should be at least the same specification as the clients. The software is limited to 300 active properties per branch.

8. TERMINATION The service is priced as a non-refundable service and cannot be terminated by the customer for the pre-paid period. Thesaurus Technology can terminate support/services at any time for customers deemed to be unsuitable.

9. USE LIMITATIONS You may not rent, lease, lend, sublicense, time-share, distribute, sell or assign the license to use this software. NOR MAY YOU USE THIS SOFTWARE ON MORE COMPUTERS OR TERMINALS THAN YOUR LICENSE PERMITS. You may make backup copies of the software strictly for your own archival purposes. Except as explicitly permitted pursuant to this Agreement, YOU MAY NOT OTHERWISE DISTRIBUTE, COPY, REPRODUCE, SUBLICENSE, SELL OR OTHERWISE DISTRIBUTE THE LICENSED SOFTWARE. IN NO EVENT MAY YOU OR ANY OTHER PARTY MODIFY, ADAPT, TRANSLATE, REVERSE ENGINEER, DECOMPILE, DISASSEMBLE, OR CREATE DERIVATIVE WORKS BASED ON THIS SOFTWARE.

10. DISCLAIMER OF WARRANTY This Software is provided AS IS. To the extent permitted by applicable law, LICENSOR AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. Licensor and its suppliers make NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE.

11. EXCLUSION OF CONSEQUENTIAL, INCIDENTAL AND SPECIAL DAMAGES To the extent permissible by law, NEITHER LICENSOR NOT ITS SUPPLIERS SHALL BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, including lost profits, lost savings or other incidental or consequential damages arising out of the use of or inability to use the licensed software, even if Licensor and its suppliers have been advised of the possibility of such damages.

12. LIMITATION OF LIABILITY IN NO EVENT WILL LICENSOR'S LIABILITY FOR ANY DAMAGES EVER EXCEED THE LOWER OF SUGGESTED LIST PRICE OR ACTUAL PRICE PAID FOR THE SOFTWARE.

13. LIMITATION ON TRANSFER OF INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE This software is owned by Licensor and its suppliers, and its structure, organisation and code are the valuable trade secrets of Licensor and its suppliers. The Software is also protected by the United Kingdom Copyright law and International Treaty provisions. You may not copy the software, except as provided in this Agreement. Any copies that you are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the software. You agree not to modify, adapt, translate, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the software. Trademarks shall be used in accordance with accepted trademark practice, including identification of trademark owner's name. Such use of any trademark does not give you any rights of ownership in the trademark. Except as stated above, this Agreement does not grant you any intellectual property rights in the software.

14. DATE OF AGREEMENT The "Date" of this Agreement, as used herein and in all previous and subsequent sections, shall be the day that Licensor receives the licensed software.

15. OTHER If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.