HOMESTEAD BUILDERS PROGRAM

TERMS OF USE AGREEMENT

ACCEPTANCE OF TERMS

This Terms of Use Agreement (the "Agreement") is a legal agreement and contains all of the terms and conditions between Homestead Technologies Inc. ("Homestead") and you, together with any company or other business entity you are representing, if any, (collectively, the "Builder") who is participating in the Homestead Builders Program (the "Program"). BY REGISTERING FOR THIS PROGRAM BUILDER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. If you do not agree to the terms of this Agreement do not register for the Program.

The Program is only offered to Homestead members ("Members") who (i) have registered for Homestead subscription services (the "Services"), and (ii) have an account in good standing with Homestead for such Services throughout the term of this Agreement (the "Account"). By accepting the terms of this Agreement, Builder agrees that Homestead may change the terms of this Agreement in its sole discretion provided that Homestead provides Builder with notice of any such change. If Builder does not agree to the changes proposed by Homestead, or to any terms in this Agreement, Builder's sole and exclusive remedy is to cancel Builder's participation in the Program. Notwithstanding the foregoing, Homestead reserves the right to terminate, cancel, suspend or refuse access to the Program to anyone in its sole discretion. Unless explicitly stated otherwise, any new features or products that change, augment or enhance the current Program shall be subject to this Agreement.
HOMESTEAD IS ONLY A VENUE
1. Relationship of the Parties. Homestead acts only as a venue to facilitate Builders with promoting their website design services and to facilitate Clients (as defined below) in purchasing such website design services. Builder acknowledges that Homestead is not involved in the actual transaction between Builder and Client and is acting only as a passive conduit for these transactions. Homestead shall not be responsible for, and does not control, whether or not Clients will complete the purchase of the website design services they have agreed to purchase. Homestead shall have no responsibility to, and does not investigate the background of, or confirm the identity of the Builders or Clients participating in the Program.
2. Disputes. Homestead is not a party to, and shall not be involved in or responsible for, transactions, agreements, and/or disputes between Builder and Client ("Dispute"). In the event of a Dispute, you hereby release Homestead (and its officers, directors, agents, and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any connected with such disputes.
SUBSCRIBER REFERRAL AND REGISTRATION
1. Homestead Link. Builder may be eligible for certain commissions for every Subscriber (as defined in Section 7.1 below) Builder refers to Homestead. To be eligible for such commissions, each referral must originate from a specially-coded Homestead Link. For purposes of this Agreement, "Homestead Link" means a visible graphic or textual indication which, when selected by an end user, directs the end user's Internet browser connection to a Homestead-specified page or file via a URL and which establishes a direct connection between the browser and the Homestead-specified page or file. Builder shall place the Homestead Link on the Builders website or otherwise provide the Homestead Link to a respective Subscriber, which will allow Homestead to track any person, entity or otherwise who clicks through the Homestead Link to register for the Homestead Services.
2. Linking to Homestead. The necessary electronic graphic artwork and corresponding links to Homestead's website and all HTML thereto for the Homestead Link shall be available to Builder via the Reporting Site. Such link may only be in the form of text, a button, a banner or any other format provided by Homestead. Builder shall not modify or alter the Homestead Link without prior written consent of Homestead. The HTML for such link will also include a special promotion identifier that enables the tracking and reporting of all Subscribers acquired through the Homestead Link. Builder is responsible for integrating the Homestead Link into Builder's website properly and for providing the Homestead Links to Subscriber in the proper format, which includes ensuring that, as between the Homestead Links and the Homestead website, each of the Homestead Links properly utilizes the aforementioned special identifier link formats. HOMESTEAD SHALL NOT BE LIABLE TO BUILDER WITH RESPECT TO BUILDER'S FAILURE TO PROPERLY INTEGRATE THE HOMESTEAD LINK, INCLUDING TO THE EXTENT THAT SUCH FAILURE MAY RESULT IN ANY REDUCTIONS OF COMMISSION FEES (AS DEFINED BELOW) THAT WOULD OTHERWISE BE PAYABLE TO BUILDER UNDER THIS AGREEMENT.
3. Tracking and Reporting. For the purposes of this Agreement, tracking and reporting will be provided by Be Free, the third party provider responsible for serving Homestead Links and providing tracking, reporting and payment in connection with this Agreement. During the term of this Agreement, Builder will be provided a unique ID and password which will permit Builder access to password-protected Web pages located at http://homestead.reporting.net ("Reporting Site") so that Builder may review and modify Builder's account and payment information and receive statistics regarding the number of Subscribers that originated from the Homestead Links. The reports available on the Reporting Site will also detail the Commission Fees that are due to Builder in accordance with the Fee Schedule (as defined below). The form, content and timing of the foregoing reports may vary from time to time in Homestead's sole discretion. Builder agrees and acknowledges that the statistics and reports provided by Be Free at the Reporting Site are the official, definitive and final measurements of the number of Subscribers that have originated from the Homestead Link as well as the fees payable to Builder from Homestead pursuant to the terms of this Agreement.
4. Registration of a Subscriber. In the event a person requests Builder to complete the on-line registration process for the Homestead subscription service on their behalf, Builder shall complete the registration process as follows:
  1. Inform the person that the registration is subject to the terms of the Terms Of Service.
  2. Instruct the person as to where the Terms Of Service is located on the Homestead website.
  3. Prior to Builder proceeding with the registration process for the Homestead subscription service, Builder shall require each person to read and agree to the Terms Of Service.
  4. Request the relevant information from each person that will be necessary in order to register the person for the Homestead subscription service, including, but not limited to their email address, login name and password (the "Subscriber Information").
  5. Notify the person that once the registration process is complete they will receive a confirmation email from Homestead, which will include a link to the Terms Of Service.
WEBSITE DESIGN SERVICES
1. Provision of Website Design Services. Subject to the terms and conditions of this Agreement, Builder may provide website design services to its Clients. Builder shall use the Subscriber Information for the purpose of accessing the Subscriber's account in order to provide the website design services. "Client" means a Subscriber who enters into a Client Agreement with Builder to obtain website design services from Builder. "Client Agreement" means an agreement between Builder and Client which governs the terms whereby Builder provides website design services to Client.
2. Pricing and Billing to Client. The parties acknowledge and agree that Builder shall control all Client pricing of the website design services offered or sold to the Client and that Builder shall be solely responsible for billing the Client for the website design services rendered by Builder.
3. Client Agreement. The parties acknowledge and agree that the Client Agreement is solely between Builder and each respective Client, and the parties acknowledge that Homestead is not a party to the Client Agreement.
4. Client Site. Except for any content specifically identified as being owned by Builder, the Client Site and all content on the Client Site shall be owned by Client. Builder represents and warrants that in performing the website design services, Builder shall comply with all the terms and conditions contained in the then-current Homestead Terms Of Service, including the provisions regarding "Member Conduct" .
5. General Responsibility of Builder. Subject to the terms of this Agreement and the Terms Of Service, the manner and means by which Builder chooses to complete each Client Site is in Builder's discretion and control. Builder warrants and represents that it will exercise the highest degree of professionalism, and to utilize its best efforts, expertise and creative talents, in performing the website design services, which in no event shall be less than industry standards.
6. Forms/Materials. Homestead may provide content to Builder which includes, but is not limited to, promotional and/or marketing materials, suggested pricing for the website design services, form contracts, applicable links, manuals, forms, and other items on its website (collectively, "Materials") for use in the Program. Builder acknowledges and agrees that it has no ownership interest in the Materials, but Homestead hereby grants Builder a limited, revocable, non-exclusive, non-transferable license (without the right to grant sublicenses) to view and use Materials solely for Builder's own internal business purposes. Builder has no other right to view, use, copy, perform, display, or modify Materials except the limited license granted herein. Materials are protected under applicable copyright, trademark, trade secret, and other intellectual property laws in the United States and around the world. Homestead may modify, add to, or delete any Materials at any time, without notice to, or permission from Builder or any third party.
  
  BUILDER UNDERSTANDS AND AGREES THAT THE MATERIALS MAY CONTAIN SAMPLE OR FORM AGREEMENTS, LETTERS OR OTHER DOCUMENTS ("FORMS"). FORMS MAY INCLUDE SIGNIFICANT FINANCIAL OR LEGAL DOCUMENTS SUCH AS SUGGESTED PRICING, CONTRACTS, AND OTHER ITEMS, AND ARE PROVIDED TO BUILDER SOLELY AS EXAMPLES OF TYPICAL DOCUMENTS OF THEIR KIND. THE DELIVERY AND USE OF FORMS DOES NOT CONSTITUTE LEGAL OR OTHER PROFESSIONAL ADVICE, AND BUILDER SHOULD CONSULT AN APPROPRIATE PROFESSIONAL LICENSED IN BUILDER'S JURISDICTION BEFORE USING ANY FORMS. BUILDER ASSUMES ALL RISK ASSOCIATED WITH FORMS, AND AGREES TO INDEMNIFY AND HOLD HARMLESS HOMESTEAD, ITS AGENTS, SHAREHOLDERS, EMPLOYEES, DIRECTORS AND OFFICERS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, THREATS, SUITS OR PROCEEDINGS, OR ANY LOSSES OR LIABILITIES (INCLUDING REASONABLE ATTORNEYS' FEES AND COSTS) ASSOCIATED WITH SUCH CLAIMS, DEMANDS, THREATS, SUITS OR PROCEEDINGS, ARISING FROM ANY BREACH OF THIS SECTION BY BUILDER.
LICENSE RIGHTS
1. License Grant of Homestead Link. Subject to all the terms and conditions of this Agreement, Homestead hereby grants to Builder a restricted, non-exclusive, non-transferable license to use and publicly display the Homestead Link, solely for their receipt, access, use and viewing in the manner described herein. Homestead retains all rights, title, and interest in and to all of the copyrights, patent rights, trademark rights and other proprietary rights to the Homestead Links pursuant to this Agreement.
2. Homestead Link License Restrictions. In addition to any other restrictions herein on the use of the Homestead Link, Builder agrees to the following: (i) Builder shall not access, transmit, display or otherwise make available (or allow end users or any other third party to transmit or make available) Homestead Link to any third party, except as explicitly provided herein; (ii) Builder shall not alter, delete or modify any attributions included within the Homestead Link; (iii) Homestead shall have the right, in its reasonable discretion and upon notice to Builder, to require Builder to immediately cease any and all use of any particular Homestead Link: and (iv) Builder may not impose any separate charges or fees for use or access to the Homestead Link.
3. License Grant of Homestead Marks. Subject to all the terms and conditions of this Agreement, Homestead hereby grants Builder a nonexclusive, non-transferable license to use the Homestead trademarks, logos, and copyrighted material ("Homestead Marks") solely on the Builder's website and solely in connection with this Agreement. Builder hereby acknowledges and agrees that (i) the Homestead Marks are owned solely and exclusively by Homestead or its subsidiaries, (ii) except as set forth herein, Builder has no right, title or interest in or to the Homestead Marks; and (iii) all use of the Homestead Marks by Builder shall inure to the benefit of Homestead and its subsidiaries. Builder agrees that it shall not engage, participate or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the image and/or reputation of Homestead or of any Homestead Mark.
4. Use and Display of Homestead Marks. Builder acknowledges and agrees that the presentation and image of Homestead Marks should be uniform and consistent with respect to all services, activities and products associated with the Homestead Marks. Accordingly, Builder agrees to use the Homestead Marks solely in the manner in which Homestead shall specify from time to time in Homestead's sole discretion.
5. Use and Display of Be Free Marks. Builder acknowledges and agrees that it will not (a) use or display any Be Free, Inc. trademarks, logos, and copyrighted material; or (b) otherwise infringe on Be Free's intellectual property rights.
6. Marketing Practices. With respect to soliciting Subscribers and marketing the Homestead Services, all advertising and promotional materials are subject to the terms of this Agreement. Builder further agrees: (i) to be solely responsible for all expenses and fees incurred in connection with the participation in the Program; (ii) use best efforts to successfully market, advertise and sell Homestead Services during the term of this Agreement; (iii) not engage in any deceptive, misleading, illegal, or unethical practices that may be detrimental to Homestead or its products or services; (iv) not make any representations, warranties, or guarantees on behalf of Homestead, or otherwise concerning Homestead Services that are inconsistent with or in addition to any such representations, warranties, or guarantees made by Homestead; and (v) use the then-current name as used by Homestead (but will not represent or imply that Builder is an employee, part of, or affiliated with Homestead).
BUILDER REPRESENTATIONS AND WARRANTIES
Builder represents and warrants that:
1. Builder has the full and legal power and authority to enter into this Agreement, and/or to perform its obligations hereunder.
2. By entering into this Agreement, Builder does not violate any other agreement by which Builder is bound.
3. With respect to any performance hereunder, Builder shall comply with good business practices and all applicable laws, regulations and rules of any government body or agency or other competent authority.
4. Builder shall not make any representations regarding the association of Be Free with either Homestead or Builder.
5. Builder will comply with the applicable then-current Terms Of Service.
6. Any website created or built by Builder shall not include (i) child pornography or obscene content, (ii) illegal content, (iii) advertising or content of a Homestead competitor, or (iv) any other inappropriate materials.
PAYMENT TERMS
1. Payment Terms. Subject to the terms and conditions of this Agreement and pursuant to the then-current Fee Schedule set forth on the Homestead website (the "Fee Schedule"), Builder will be paid a Commission Fee ("Commission Fee") on a monthly basis by Be Free for each person who registers for the Homestead subscription based service and agrees to the Terms Of Service (the "Subscriber"). For Builder to earn a Commission Fee for a Subscriber, the Subscriber must have i) followed the Homestead Link that is provided to Subscriber by Builder or is otherwise located on the Builder's website to the Homestead website; ii) the Subscriber must have successfully subscribed for Homestead Service(s); and iii) Homestead must have received valid payment from Subscriber. Payment shall occur within forty-five (45) days from the end of each month in which Builder earns a Commission Fee. Notwithstanding the above, for each month that Builder does not earn at least Fifty Dollars ($50.00) in Commission Fees, payment shall not be issued to Builder for that month but shall be deferred until the cumulative amount is at least Fifty Dollars ($50.00). Homestead shall not be liable with respect to any Commission Fees not received by Builder as a result of Builder's failure to notify Homestead of a change in Builder's principle place of address.
2. Taxes. Excluding any taxes based on Homestead's income, Builder shall be solely responsible for all tax returns and payments required to be filed with or made to any federal, state or local tax authority based on Builder's revenue or income under this Agreement or any Client Agreement.
3. Fraud and Fraudulent Activity. Homestead shall have no obligation to pay Commission Fees to Builder for Subscribers if it is determined in good faith by Homestead that there has been fraudulent activity on the Builder's website. If an unreasonable number of Subscribers have originated from the Homestead Links on Builder's website during any period of time, then Homestead shall have the right to examine Builder's records to the extent necessary to determine whether any fraudulent activity has occurred involving the Homestead Links on Builder's website and/or Builder's account at the Reporting Site.
CONFIDENTIAL INFORMATION
Each party agrees that it may have access to confidential or proprietary, technical or business information of the other party and/or its suppliers (collectively, "Confidential Information"). For the purposes of this Agreement, Homestead's Confidential Information shall include the information of its third party provider, Be Free, Inc. Each party will maintain the strict confidentiality of the Confidential Information of the other party and will not disclose the Confidential Information to any third party and shall exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own Confidential Information (in no event less than reasonable care). Furthermore, neither party will use the Confidential Information for any purpose except those contemplated by this Agreement.
NO DISPARAGEMENT
Builder shall not disparage Homestead, or any Homestead Mark and/or Homestead products or services thereof, or place any disparaging content on the Builder's or Clients website(s).
NON-COMPETITION
Builder acknowledges and agrees that it shall not attempt to switch, divert, or convert a Subscriber from the Homestead Services to any product or service that is competitive to Homestead's products or services.
MODIFICATION
Homestead reserves the right at anytime and from time to time to modify, discontinue, temporarily or permanently, the Program (or any part thereof) with or without notice. Builder agrees that Homestead shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Program. In the event that Builder does not agree with any such modification, Builder shall terminate its participation in the Program, which shall be Builder's sole and exclusive remedy.
TERMINATION
1. Term and Termination. Unless terminated earlier as provided herein, this Agreement shall remain in full force unless otherwise terminated by Homestead. Either party may terminate this Agreement at any time upon providing notice to the other party.
2. Effect of Termination. In the event that this Agreement is terminated for any reason, Builder will only be eligible for Commission Fees earned as a result of Subscribers who were acquired up to the date of termination or expiration. Upon termination or expiration of this Agreement, all licenses granted under this Agreement shall terminate and Builder will immediately cease use of, and remove from the Builder's website, all Homestead marks, Homestead Materials, and Homestead Links. Termination or expiration of this Agreement shall have no effect with respect to any rights or obligations existing under a Client Agreement. Except to the extent expressly provided to the contrary in this Agreement, any rights to Commission Fees earned, any right of action for breach of the Agreement prior to termination, and the following provisions shall survive the termination of this Agreement: Sections 1, 2, 3.2, 4.4, 4.6, 7.5, 8, 9, 10, 12.2, 13, 14, 15.3, 16, 17 and 18. Furthermore, upon termination or expiration of this Agreement and upon Homestead's request, Builder shall either return or destroy any Materials or other Confidential Information provided to Builder by Homestead.
INDEMNIFICATION
Builder shall defend and indemnify at its expense, and hold Homestead and each of its affiliates, directors, officers, agents, employees and sublicensees harmless from losses, damages, liabilities, costs and expenses, including without limitation, any proceeding, investigation or claim, to the fullest extent permitted by law arising out of or in connection with: (a) Builder's performance under this Agreement or any Client Agreement; (b) an assertion that the information, content or other materials or services provided or made available by Builder infringe any copyright, patent, trademark or other property right of any third party; (c) any breach by Builder of its obligations, representations and warranties under this Agreement; or (d) any claim related to the content on Builder's website or content provided by Builder to a Client for a Client Site. Builder shall notify Homestead promptly in writing of any claim or proceeding involving Homestead.
WARRANTY DISCLAIMER
EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES TO ANY PERSON OR ENTITY WITH RESPECT TO ANY INFORMATION, CONTENT OR OTHER MATERIALS PROVIDED OR MADE AVAILABLE BY IT HEREUNDER AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN ADDITION, NEITHER PARTY MAKES ANY REPRESENTATION THAT THE OPERATION OF SUCH PARTY'S WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND NEITHER PARTY WILL BE LIABLE FOR THE CONSEQUENCES OF SUCH INTERRUPTIONS OR ERRORS. HOMESTEAD MAKES NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO HOMESTEAD SERVICES OR THE SOFTWARE OR UNDERLYING TECHNOLOGY.
LIMITATION OF LIABILITY
HOMESTEAD SHALL NOT BE LIABLE OR OBLIGATED UNDER ANY SECTION OF THIS AGREEMENT, OR UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES IN CONNECTION WITH THIS AGREEMENT, EVEN IF HOMESTEAD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL HOMESTEAD BE LIABLE TO BUILDER OR ANY THIRD PARTY IN AN AGGREGATE AMOUNT GREATER THAN THE AMOUNT PAID TO BUILDER BY HOMESTEAD HEREUNDER.
ARBITRATION
Builder agrees that any dispute or claim arising out of or related to the website design service or this Agreement, or the interpretation, making, performance, breach or termination thereof, shall be finally settled by binding arbitration in Santa Clara County, California under the American Arbitration Association Rules by one arbitrator appointed in accordance with said Rules. The proceedings shall be conducted and all evidence shall be offered in the English language. Builder agrees that any claim against Homestead must be filed within one (1) year of the time such claim arose, regardless of any law to the contrary, otherwise such claim will be barred forever.

INDEPENDENT CONTRACTOR
The parties are independent contractors and no agency, partnership, franchise, joint venture or employment relationship is intended or created by this Agreement. Neither party has the power or authority as agent, employee or any other capacity to represent, act for, bind or otherwise create or assume any obligation on behalf of the other party for any purpose whatsoever. Builder is solely responsible for all of its employees or agents and its labor costs and expenses arising therewith. Homestead will not furnish or otherwise reimburse Builder for any office space, office or business equipment, clerical support, telephone, travel, or any other expense which Builder may incur as a result its performance under this Agreement.
GENERAL
This Agreement may not be assigned by either party without the prior written consent of the non-assigning party. Notwithstanding the foregoing, Homestead may assign this Agreement to any acquirer of all or of substantially all of its equity securities, assets or business related to the subject matter of this Agreement. Any attempted assignment in violation of this Agreement shall be null and void and without effect. This Agreement sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all any and all oral or written agreements or understandings between the parties as to the subject matter of this Agreement and may be changed only by a writing signed by both parties. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. Headings and captions are for convenience only and are not to be used in the interpretation of this Agreement. The parties acknowledge and agree that this Agreement may be entered into electronically, and without the necessity of written signatures. The services hereunder are offered by Homestead Technologies Inc., located at 3425 Edison Way, Menlo Park, CA 94025.