1.         Relate 24/7 User Agreement.

1.1       Fees and payment for Delivery Services.   Client agrees to pay Ellipse (the "Activation Fee") for its services and is payable upon acceptance of this contract.  Customer agrees to pay Ellipse per year (the "Fees"), in advance, for Relate 24/7 web services and Network Services. Unless otherwise in writing, Relate 24/7 Activation Fees are as follows: $50.00 Activation Fee for a stand alone system (manual data entry), or $150.00 Activation Fee for software integration (additional software fees may apply). Relate 24/7 annual service Fees are as follows: $0.96 per apartment per year (minimum $250.00), or if Customer purchases Relate 24/7 in addition to other Web Services then $20.00 may be added to the monthly service agreement. Customer will be invoiced for the fees on a yearly basis. CUSTOMER AGREES TO PAY FOR RELATE 24/7 SERVICES ON OR BEFORE THE FIRST DAY OF THE YEAR IN WHICH THE HOSTING SERVICES ARE PROVIDED. Payment received by Ellipse thirty (30) days after the due date shall be subject to a late fee equal to ten percent (10%) of the outstanding balance, or, if less, the maximum amount allowed by applicable law. At the end of the initial one-year term of this Agreement and any subsequent one-year terms, Ellipse may adjust the quarterly fee payable under this Agreement by providing Customer written notice of such adjustment at least thirty (30) days prior to the beginning of the new term.

2.         Development Services. 

2.1       Delivery of Client Content.  “Client Content” shall mean any materials provided by Client for incorporation in the Web Site, including, but not limited to, any trade or service marks, images, photographs, illustration, graphics, audio clips, video clips or text.  Client shall deliver the Client Content to Ellipse in an electronic file format specified and accessible by Ellipse (e.g., .txt, .gif) or as otherwise specified in the Specifications.  Any services required to convert or input Client Content not set forth in the Specifications shall be charged as Non-Standard Services.  All Client Content shall be properly adapted and translated by Client for posting to the Host Server so that the Web Site may be accessed via the Internet.

2.2       Revisions. Client shall have five (5) business days, or such time as otherwise agreed by the Parties in writing, from the date of a written notice of completion of the Specifications from Ellipse to review and request revisions in writing from Ellipse.  Upon receipt of such requests, Ellipse shall use commercially reasonable efforts to implement such revision requests that are within the scope of, and consistent with, the Specifications.  If Client wishes to implement any revisions to the Web Site that deviate in any material respect from the Specifications, Client shall submit to Ellipse a written change order containing (i) such revisions in detail and (ii) a request for a price quote for each change (collectively, the “ Change Order”).  Ellipse shall promptly evaluate the Change Order and submit to Client for its written acceptance a proposal for undertaking the applicable tasks and a price quote reflecting all fees associated with Client’s Change Order.  Client shall have five (5) business days from receipt of such proposal to accept or reject Ellipse’s proposal in writing.  If Client accepts Ellipse’s proposal to undertake the work necessitated by the Change Order, then the Change Order, as supplemented and/or modified by Ellipse’s proposal, shall be attached as Exhibit 1 and shall amend and become a part of this contract.  Ellipse shall then proceed to implement such revisions in accordance with the Specifications and the Change Order.  If (i) Client has not made any requests for revisions by the end of five (5) days from the date of written notice of completion from Ellipse, or by such time as otherwise agreed by the Parties in writing, or (ii) upon completion of implementation of such requests which were mutually agreed upon by the Parties under the revised Specifications, the Specifications shall be deemed accepted by Client (“ Acceptance”).

3.1       Proprietary Rights of Client.  As between Client and Ellipse, Client Content shall remain the sole and exclusive property of Client, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights.  Nothing in this Agreement shall be construed to grant Ellipse any ownership right in, or license to, the Client Content, except as provided in Paragraph 4.1 of this Agreement.

3.2       Proprietary Rights of Ellipse.  Subject to Client’s ownership interest in Client Content, all materials, including, but not limited to, any computer software (in object code and source code form), script, programming code, data, information or HTML script developed or provided by Ellipse or its suppliers under this Agreement (with the exception of original elements or audiovisual displays created hereunder specifically for Client), and any trade secrets, know-how, methodologies and processes related to Ellipse’s products or services, shall remain the sole and exclusive property of Ellipse or its suppliers, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein and appurtenant thereto (collectively “ Ellipse Materials”), whether or not paid for wholly or in part by Client, whether or not developed in conjunction with Client, and whether or not developed by Ellipse, Client or any contractor, subcontractor or agent for Ellipse or Client.  To the extent, if any, that ownership of the Ellipse Materials does not automatically vest in Ellipse by virtue of this Agreement or otherwise, Client hereby transfers and assigns to Ellipse all rights, title and interest which Client may have in and to the Ellipse Materials.  Client agrees, upon request by Ellipse, to take such further actions as may be appropriate to give full and proper effect to such assignment.  Client agrees to execute and deliver, and will execute and deliver, any and all papers, instruments or other documents, including assignments, and do any and all other lawful acts that may be desirable in the opinion of Ellipse to secure, establish and maintain title in Ellipse, its successors and assigns, to any and all Ellipse Materials, and give Ellipse, its successors and assigns the full benefit of the assignment set forth herein.  Client acknowledges and agrees that Ellipse is in the business of designing and hosting web sites, and that Ellipse shall have the right to provide to third parties services which are the same or similar to the Services, and to use or otherwise exploit any Ellipse Materials in providing such services.  Client will not copy, modify, distribute and/or transfer (by any means), display, sublicense, rent, reverse engineer, decompile or dissemble Ellipse Materials.  Unless the Parties agree mutually otherwise, in writing, the copyright on all copy, illustrations, and any and all other artwork resulting from the services provided hereunder and/or supplied by Ellipse are the sole property of Ellipse.

3.3          Customer Data/Privacy.   Any and all data which Client obtains directly from users of the Standard Web Services which is not otherwise available to Ellipse, will, as between the Parties, be exclusively owned by Client.  Ellipse agrees that it will not record, download or copy any data which is, as between the Parties, exclusively owned by Client unless that is required to perform any Services.  Ellipse represents and warrants that it shall abide by all privacy policies applicable to data collected from users of the Web Services.  Ellipse further represents and warrants that (i) it has and will have at all times during the term of this Agreement all requisite authority to provide Client with any data that Ellipse so provides Client hereunder, and (ii) Client shall be permitted to use any data provided by Ellipse hereunder in accordance with the privacy policies posted on the Web Site.

  3.4          Confidentiality.    Each party agrees that during the course of this Agreement, information that is confidential or proprietary may be disclosed to the other party, including, but not limited to, software, technical processes and formulas, source codes, product designs, sales, cost, pricing and other unpublished financial information, product and business plans, advertising revenues, usage rates, advertising relationships, projections, and marketing data (“ Confidential Information”).  Confidential Information shall not include information that the receiving party can demonstrate (a) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than the receiving party, (b) was known to the receiving party as of the time of its disclosure, (c) is independently developed by the receiving party, or (d) is subsequently learned from a third party not under a confidentiality obligation to the providing party.  Except as provided for in this Agreement, each party shall not make any disclosure of the Confidential Information to anyone other than its employees who have a need to know in connection with this Agreement.  Each party shall notify its employees of their confidentiality obligations with respect to the Confidential Information and shall require its employees to comply with these obligations.  The confidentiality obligations of each party and its employees shall survive the expiration or termination of this Agreement.

3.5          Ellipse Notices.   Unless otherwise agreed to in writing by the Parties, Ellipse shall have the right to place proprietary notices of Ellipse and its suppliers (including hypertext links related thereto) on the Ellipse Materials and on the Web Site, including Ellipse attribution and hypertext links to Ellipse’s web sites, and to change or update such notices from time to time upon notice to Client.  In no event may client remove or alter any Ellipse proprietary notice from the Ellipse Materials or the Web Site without Ellipse’s prior written consent.

4.             Fees and Taxes.

4.1          Payment Terms.  Client shall pay Ellipse for Services at the rates set forth herein or the invoices at such times as are specified herein or upon receipt of invoices, whichever is earlier.  Ellipse is named Client's exclusive provider of web services.

4.2          Rate Escalation.  On the first of each year, Ellipse shall have the right to increase its rates.  Such yearly increase, if any, shall not exceed five percent (5%) of the fees specified herein.

5.          Limitation of Liability.  NEITHER PARTY SHALL HAVE ANY LIABILITY WITH RESPECT TO SUCH PARTY’S OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN ANY EVENT, THE LIABILITY OF SUCH PARTY TO THE OTHER FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID FOR HOSTING AND DEVELOPMENT SERVICES UNDER THIS AGREEMENT.  THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, MISREPRESEN-TATIONS, AND OTHER TORTS.  IN THE EVENT THAT INSURANCE COVERAGE IS AVAILABLE TO SATISFY THE DAMAGES, THIS LIMITATION OF LIABILITY SHALL BE MODIFIED TO ALLOW SUCH AVAILABLE INSURANCE PROCEEDS TO SATISFY SUCH A CLAIM.

6.          Termination and Renewal.       

6.1        Term.  This Agreement shall be effective when signed by the Parties and thereafter shall remain in effect for one (1) year(s), unless earlier terminated as otherwise provided in this Agreement (the “ Initial Term”).  This Agreement shall automatically be renewed beyond the Initial Term for additional one (1) year terms (each, a “ Renewal Term”) unless Client provides Ellipse with a written notice of termination at least thirty (30) days prior to the expiration of the Initial Term or the then-current Renewal Term. Parties agree that in the event of a community asset noted in this agreement is sold to a third-party; Ellipse will accept a 30 notice of termination for that individual asset web services financial commitment, while the balance of the agreement will remain as agreed.

EXHIBIT 1

PRICING FOR WEB SERVICES

Ellipse agrees to provide Client with the following services that are marked with an x in the left-hand column.  Client agrees to pay Ellipse the activation fee and the price indicated for the service in the right-hand columns.

Services shall be invoiced in advance on a _____ annual __ __quarterly _____ monthly basis.