WEB
SERVICES AGREEMENT


 

THIS WEB
SERVICES AGREEMENT
(“Agreement”) is made as of the Effective Date by and between the two “Parties”;
The Bluebook International, Inc., a Nevada Corporation with offices located at
21098 Bake Parkway Suite 100, Lake Forest, Ca. 92630 hereinafter, the
(“Licensor”) and
Homesite Insurance Company, a Connecticut corporation having its principal
offices at 99 Bedford Street, Boston, Massachusetts 02111, and its insurance
company affiliates hereinafter collectively the
(“Subscriber”).

 

WHEREAS,
Licensor develops, markets and owns rights or license to certain Software and
Internet websites for accessing the Software, as identified hereunder; and
WHEREAS, Licensor provides certain Services as identified hereunder allowing
access to the Subscriber (as defined hereunder) and providing access to the
Software and Licensor Data using an Internet website; and

 

WHEREAS,
Subscriber has evaluated the Insured to Value Solution, “InsureBASE”, examined
the capabilities of the Services, and Subscriber desires to use the Software by
accessing the Software via an Internet website, subject to the terms and
provisions of the Internet User License Agreement and these Terms and
Conditions.

 

NOW,
THEREFORE, in consideration of the mutual benefits of the covenants and
restrictions contained herein, Licensor and Subscriber hereby agree as
follows:

 

Section
1.1 - Terms and Conditions: The
Internet User License Agreement, which is incorporated on the website, is also
incorporated herein by this reference and shall apply to this Agreement, “Terms
and Conditions”. This Agreement and the Internet User License Agreement contain
the entire understanding of the parties and supersede any and all previous
verbal and written agreements between the parties concerning the use of the
Software and any and all of its Services. In the event the Internet User License
Agreement and the Terms and Conditions conflict, the Terms and Conditions shall
prevail. 

 

Section
1.2 - Recitals: The
above recitals and identification of parties are true and correct.

 

Section
1.3 - Grant of License:
Licensor hereby grants to Subscriber a non-exclusive and non-transferable
license to access the Software, Information and the User-Guide for the Term,
subject to the terms and provisions of the Internet User License Agreement and
the Terms and Conditions of this Agreement. 

 

Section
1.4 - Password:
Subscriber shall access the Software and Services only using the Password.
Subscriber shall be responsible for good faith efforts to maintain the
confidentiality and maintenance of the Password. Subscriber may allow Associates
of Subscriber to use the Password to access the Subscriber Data via the Software
pursuant to the Agreement and the Terms and Conditions, subject to the approval
of Licensor. Subscriber shall not assign Passwords and any and all assignments
of Passwords by the Subscriber, unless approved by the Licensor, shall be
void.

 

Section
1.5 - Authorized Use:
Subscriber shall use its best efforts to prevent Unauthorized Users from
accessing the Software, Services and Users-Guide.

 



Confidential


















Section
1.6 - Subscriber Data:
Licensor shall keep confidential all Subscriber data and address and customer
information as provided by Subscriber. Licensor shall not have the obligation to
access, review, update, or maintain the Subscriber Data. 

 

Section
1.7 - Lawful Purpose:
Subscriber represents and warrants that Subscriber Data and all Subscriber
access to the Software and Services shall not violate any contract, statute,
law, rule, regulation, or other obligation under which Subscriber is bound.
Subscriber represents and warrants that Subscriber shall not access the Software
or services to conduct or solicit the performance of any business or activity
that is tortious or prohibited by law or agreement.

 

Section
1.8 - Software Error Resolution: Licensor shall correct Defects/Errors in
the Insured To Value software within 30 days after Subscriber reports such
Defect to Licensor (“Defect Resolution”) as follows:

 



	a.	Problem
      Reporting: Upon discovering a Defect, Subscriber shall report the
      Defect within thirty (30) days of knowledge of the defect and submit to
      Licensor a request for verification a (“Service Request”). 
	 	 
	b.	Telephone
      Defect Resolution: Within 72 hours after receiving a Service Request,
      Licensor shall provide telephone support in the form of questions and
      answers, consultations and assistance to correct the
Defect.




 

Section
1.9 - Telephone Support: Licensor
shall provide Support Services Monday through Friday 7:00am - 4:00pm Pacific
Standard Time except on all legal and Company stated holidays. Licensor also
observes Christmas Eve and the day after New Year’s. Licensor reserves the right
to change or modify technical support and or service times, however, Subscriber
shall be notified by Licensor of all changes in support or services regarding
Insured To Value solution at least 30 days prior to actual implementation.
Subscriber will be provided reasonable telephone assistance in answering
questions concerning the use of the Web Site and Services specific to the
Insured To Value product line which also includes the InsureBASE solution
(“Telephone Consultations”). 

 

However,
technical support is limited to actual technical difficulties specific to the
failure of the products stated functionality. Telephone Consultations shall not
be construed as an obligation by the Licensor to train Subscriber or any of its
users and Licensor shall refer authorized users to the product user’s manual at
the sole judgment of the Licensors technical support staff. 

 

Section
1.10 - Back-up: Licensor
shall perform routine back-ups of the Subscriber Data on the Software on a
semi-monthly basis. The Subscriber may request additional backups of the data,
however, there would be an additional charge and an additional agreement.


 

Section
1.11 - Access:
Subscriber hereby acknowledges that use of the Software and Services require
establishment and maintenance of a dedicated Internet access to the Software by
Subscriber with capacity and bandwidth as specified by Licensor as may be
modified by Licensor from time to time. This Agreement does not include
establishment and maintenance of Internet access to the Software for the
Subscriber or any other users under this Agreement. 

 

Section
1.12 - Connectivity:
Subscriber shall be responsible for any costs in connection with accessing the
Software and Services on the Internet and using the Services, including (without
limitation) telephone, communications, Internet service provider costs, Internet
access software, computer hardware, modem, document production, fees charged by
third parties, insurance, or any other costs incurred by Subscriber in accessing
the Software or using the Services. 

 



Confidential


















The
software was designed to work at Modem speeds of 14,400 baud and above. However,
the speed in which software returns data back to the Subscriber and its users is
dependent on other factors besides the speed of the Internet connection. These
factors include, among others, local computer memory, hard drive space, video
card memory and usage at peak times of the day. These factors, among others, may
increase or decrease your level of experience when using the Internet based
software system. 

 

Section
1.13 - Conversion:
Notwithstanding Section
3.9,
Licensor may remove, migrate, or convert (as the case may be) the Subscriber
Data from the Software from time to time, for the purposes of maintenance,
installation, updates, replacements, backup, or modifications to the Software or
Services. 

 

Section
1.14 - Policy Statement:
Subscriber shall comply with the Policy Statement as provided on the InsureBASE
website, which is attached hereto as Exhibit “A”. Licensor may modify the Policy
Statement from time to time at the exclusive discretion of Licensor, however,
Subscriber shall be notified at least 30 days prior to implementation of a new
Policy Statement.

 

Section
1.15 - Acceptance:
Services provided by Licensor under the Agreement shall be deemed delivered by
Licensor and accepted by Subscriber upon satisfactory performance.

 

Section
1.16 - Enhancements:
Licensor may release for a fee or Subscriber may request in writing a desired
Enhancement to the Software or Services. Development of such Enhancement shall
be subject to the exclusive discretion of the Licensor and will include
additional fees. 

 

Section
1.17 - Representative:
Subscriber shall appoint at least one employee of Subscriber as the primary
representative of Subscriber and all users under the Agreement (“Subscriber
Representative”). The Subscriber Representative shall be the primary contact
with Licensor for purposes of enabling Licensor to provide Defect Resolution,
Support Services, Enhancements, Password and other service, maintenance and
general information or requests by the Subscriber.

 

Section
1.18 - Schedule Restrictions: Support
Services, Enhancements, Defect Resolution, and Telephone Consultations to be
provided by Licensor under the Agreement shall be performed only during the
hours of 7:00 p.m. through 4:00 p.m. Pacific Standard Time, Monday through
Friday (excluding holidays), unless otherwise required (as reasonably determined
by Licensor).

 

Section
2.1 - Additional Services:
Licensor shall perform additional Services and Enhancements requested by
Subscriber and approved by Licensor on time and material rates of Licensor
prevailing at the time such services that are rendered. Licensor shall invoice
Subscriber for any services provided by Licensor according to Section
7 of the
Agreement. 

 

Section
2.2 - Costs: All
direct costs incurred by Licensor in providing any requested services pursuant
to the Agreement shall be reimbursed by Subscriber. Such direct costs shall
include, (without limitation) postage, travel, per diem, telephone, material,
and reproduction expenses. Licensor shall invoice Subscriber for direct costs
according to Section
7 of the
Agreement. However, all services to be provided to Subscriber by Licensor and
related itemized costs shall be approved by Subscriber in writing prior to
incurrence of such services or costs by Subscriber. 

 

Section
2.3 - Late Fee: Any
amount which is not paid when due by Subscriber shall be increased by a late
charge equal to 11⁄2% of such unpaid amount for each month in which such amount is
due and not paid, except where any such amount is disputed in good faith by
Subscriber.

 



Confidential


















Section
3.1 - Term: The
Agreement shall be valid for the Term.

 

Section
3.2 - Contract Term: The
term of this Agreement is 2 years starting from the first date of this
Agreement. 

 

Section
3.3 - Start-Up Fee:
Waived.

 

Section
3.4 - Transaction Fee:
Subscriber shall pay a transactional fee [Redacted Pursuant to
Request for Confidentiality] per submitted Completed Transaction subject to
the terms and conditions set forth in Section 3.42 of this Agreement.





Section
3.41: Completed Transaction: A Completed
Transaction is defined as:

 

1)
Automated Valuation without an ERC, 

2) Manual
Valuation with an ERC, or 

3)
Automated Valuation with an ERC.




Automated Valuation
is defined as - The successful submission and response of a specified
address that provides a validated address and data results such as Living Area
and Year Built.

 

Manual Valuation
is defined as - The unsuccessful submission and response of a specified address
that does not result in a validated address or data results such as Living Area
and Year Built.  Subsequently, this data is provided manually in order to
calculate an estimated replacement cost and to return other property
attributes.

 

ERC
(Estimated Replacement Cost) is defined as - The successful calculation of the
estimated replacement cost based on either an Automated or Manual
Valuation.

 

Section
3.42 - Minimum Transactions: Subscriber
acknowledges that it is receiving the Bluebook 2004 Most Favored Nation-Status
discounted Transaction Fee in exchange for a two (2) year Term of this
Agreement. Should
Subscriber terminate this Agreement prior to the end of the Term, Subscriber
agrees to pay the difference in the price adjusted for the actual number of
Completed Transactions submitted during the last one year period as outlined in
the pricing schedule found under Exhibit B. For purposes of clarity, this
section may call for an adjustment of the fee per transaction actually made, but
creates no obligation on payment for a minimum number of transactions. The
Parties anticipated a minimum of 100,000 Completed Transactions annually.
Notwithstanding any provision to the contrary, this contract creates no minimum
payment obligation nor any minimum transactions on Licensor. 

 

Section
3.5 -
Submitted Property: A property is deemed submitted when it has been entered
into the InsureBASE application by any authorized user of Subscriber with the
intent to receive an Estimated Replacement Cost on any single property included
in any group of properties through the portfolio review process. The Subscriber
shall receive monthly, a usage report that lists the total number of submitted
and completed transactions. 

 

Section
3.6 - Invoicing:
Licensor shall invoice Subscriber at the end of each calendar month. Subscriber
shall pay any such invoice in full within thirty (30) days of receipt.
Subscriber hereby acknowledges that Licensor may deactivate Passwords and deny
access to the InsureBASE Web Site and/or Services if Subscriber fails to pay any
amount due under this Agreement on or before the thirtieth day (30th) day after
receipt of the invoice, unless any such amount is disputed in good faith by
Subscriber. Balances over 30 days that are not in dispute are subject to a late
fee of 1.5% per month. - If an invoice contains a disputed charge Subscriber
shall pay all amounts on the invoice that are not disputed.

 

Section
3.7 - Subscriber Termination:
Subscriber may terminate the Agreement upon providing ninety (90) days advance
written notice of termination to Licensor. - Termination shall be effective on
the last day of the calendar month for which the ninety (90) day termination
notice expires. Upon termination of the Agreement, Subscriber shall immediately
cease and desist any and all access to and attempts to access the Software and
Services.

 



Confidential


















Section
3.8 - Licensor Termination:
Licensor may terminate the Agreement upon providing ninety (90) days advance
written notice of termination to Subscriber. Termination shall be effective on
the last day of the calendar month for which the ninety (90) day termination
notice expires. Licensor shall refund any amounts paid by Subscriber that are
unearned under the terms and conditions of this Agreement.

 

Section
3.9 - Payment:
Termination or cancellation of the Agreement shall not relieve Subscriber from
any payment obligation under the Agreement and all payment obligations of
Subscriber under the Agreement shall survive termination and cancellation of the
Agreement. In the event Subscriber terminates the Agreement before the
expiration of the Contract Term, upon termination, Subscriber shall pay any and
all remaining balances including termination fees and respective adjustments in
pricing as outlined in Section 3.42 above, in full within thirty (30) days,
unless any such amount is disputed in good faith by Subscriber. 

 

Section
3.11 - Nonpayment:
Licensor shall have the right to disable and deny Passwords or to restrict users
and/or cancel the Agreement without notice upon Subscribers failure to pay any
amount due on or before the thirtieth (30) day after receipt of an invoice,
unless any such amount is disputed in good faith by Subscriber. 

 

Section
3.12 - Shut-off:
Licensor shall have the right to disable and deny Passwords and/or cancel the
Agreement without notice upon Subscriber violation of the License
Agreement.

 

Section
3.13 - Deactivation and Removal: Upon
termination or cancellation of the Agreement, Licensor shall have the right to
disable and deny access and cease all Subscriber access to the Software and
Services. Upon termination or cancellation of the Agreement, Licensor shall
remove the Subscriber Data and Licensor shall return a copy of all Subscriber
Data in Microsoft Excel 2000 or later format to Subscriber. Subscriber shall
destroy or return (as requested by Licensor) any copies of the User’s-Guide or
Licensor property in possession by Subscriber. Subscriber shall be responsible
each user of the system. 

 

Warranty

 

Section
4.1 - Software Warranty:
Licensor represents and warrants that the Software shall perform substantially
as represented in the User-Guide beginning on the Effective Date. Licensor
represents and warrants that all Services shall be provided on a reasonable
efforts basis and validated defects in software shall be corrected according to
the provision provided herein. 

 

Section
4.2 - Ownership and Title: Title
to the Software, User-Guide and all technology, including (without limitation)
websites, in connection with the Software and Services (excluding Third Party
Technology), including all ownership rights to patents, copyrights, trademarks,
trade secrets and intellectual property in connection therewith shall be the
exclusive property of Licensor. As used herein, “Intellectual Property” means,
any data, device, information, document, technology, object code, source code,
“Marks” (defined below), goods or other asset of any kind, including all U.S.
patents, world-wide patent rights, Berne Convention Copyright, Privacy Rights,
trademark, or trade secret, relating to any such data, device, information,
document, technology, object code, source code, Marks, goods or other asset
including, all rights necessary for the U.S. and European Union development,
manufacture, modification, enhancement, licensing, sale, use, reproduction,
distribution, publication, performance, and/or display of such data, device,
information, document, technology, object code, source code, Marks, goods or
other asset. As used herein, “Marks” means any U.S. or European Union Community
trademarks, service marks, trade dress, trade names, corporate names,
proprietary logos or indicia, icons, domain names, and other sources or business
identifiers all of which is and shall remain the property of the
Licensor.

 



Confidential


















Section
4.3 - Trademark Ownership - The
Licensor represents and warrants to Subscriber that it owns all right, title and
interest in and to the Replacement Cost Calculator and Bluebook Marks, free from
any liens or other encumbrances, and has the authority to grant to Subscriber
the rights to use the Replacement Cost Calculator and Stated Bluebook Marks in
accordance with this Agreement. 

 

Section
4.4 - Express Warranties:
Subscriber hereby acknowledges and agrees that Licensor (including officers,
employees, agents, directors and independent contractors of Licensor) has not
made any express warranties concerning the Software, Services, or User-Guide,
excepting the software and services warranty in this agreement.

 

Section
4.5 - Downtime:
Subscriber hereby acknowledges and agrees that the Software and Services may be
inaccessible for a period of time for purposes of maintenance, installation,
updates, replacements, backup, or modifications of the Software or Services.
Licensor hereby disclaims and Subscriber hereby waives any and all Licensor
responsibility resulting from Subscriber failure to access the Software or
Services during such downtime. However, all scheduled maintenance times will be
provided to Subscriber at least five (5) days prior. However, the Subscriber
understands that the very nature of the software and services being provided
requires updating several times a year in order to maintain its data. Therefore,
the Licensor reserves the right to take the system offline during the hours of
8:01pm - 3:59am PST for proper and necessary maintenance. 

 

Section
4.6 - Loss of Subscriber Data: Programming,
software design errors, maintenance of the Software and Services, or
unauthorized access to the Software and Services may result in the loss of
Subscriber Data. Licensor shall not be responsible for any loss of Subscriber
Data. 

 

Section
4.7 - Merchantability Limitation:
Subscriber is solely responsible for determining whether the Software, any and
all information contained returned or used by the subscriber, Services and
information contained, returned or utilized by the Subscriber are suited for
Subscriber’s needs. Any and all results obtained from the Software, Services and
any and all information from the use of InsureBASE or its related information
and services is utilized at Subscriber’s own risk. Licensor makes no claim that
the Software, Data and Services are suitable for the needs of Subscriber.
Licensor makes no representations regarding conformity with or satisfaction of
any federal, state, local laws or standards. Subscriber is responsible for the
proper use of the system. 

 

Section
4.8 - Subscriber Indemnification: If a
final judgment from a court of competent jurisdiction is entered against
Subscriber upholding claims that the Software or Services violate a United
States patent, copyright, or trade secret or any other proprietary rights of a
third party in the United States, provided Subscriber gives Licensor prompt
written notice upon Subscriber’s knowledge of any such claim, provides Licensor
with assistance and authority to assist Subscriber in the defense of such claim
or action, and permits Licensor to answer, defend, or settle (in agreement with
Subscriber) any such claim, Licensor shall fully indemnify Subscriber from any
such claim, attorney’s fees, costs, fines, damages or other costs Subscriber may
be required to pay as a result of such claim and perform one or more of the
following actions (in agreement with Subscriber) within six months of the date
final judgment in favor of such third party's claim is rendered by a court of
competent jurisdiction:

 



Confidential


















1.
Modification: Modify
the Software or Services to avoid the infringement without substantially
eliminating the functional and performance capabilities of the Software and
Services or obtain license from third party. 

 

2.
Cancel
of License Agreement: Cancel
License Agreement with Subscriber and absolve Subscriber of any additional fees
owed at that time. 

 

The
remedies set forth herein shall be the sole and exclusive remedies of Subscriber
under this Section
4.8 and shall
be subject to
Section 4.9 and 4.10.

 

Section
4.9 - Exclusive Remedy: The
exclusive remedy of Subscriber for any reason and for any cause of action
whatsoever in connection with or relating to the Agreement, the Software,
Services, or any transaction involving the Software or Services, regardless of
the form of action, whether in contract or in tort, shall be limited to repair
or replacement of the Software or re-performance of Services, as determined by
Licensor.

 

Section
4.10 - Limitation of Damages:
Licensor shall not be liable to Subscriber under the Agreement for any direct or
indirect lost profits, consequential, exemplary, incidental or punitive damages,
regardless of the form of action, whether in contract or in tort, regardless of
whether Licensor has been advised of the possibility of such damages in advance
or whether such damages are reasonably foreseeable. Under no circumstance or for
any reason shall Licensor be liable for any damages in excess of the sum of any
and all payments by Subscriber to Licensor during the current term of the
Agreement when the damages were incurred.

 

Section
4.11 - Force Majeure:
Licensor shall not be liable to Subscriber for failing to perform its
obligations under the Agreement because of circumstances beyond the control of
Licensor. Such circumstances shall include, but not be limited to, any acts or
omissions of war, natural disaster, act of a public enemy, riot, Acts of God,
terrorism, and any events reasonably beyond the control of
Licensor.

 

Section
4.12 - Licensor Indemnification:
Subscriber shall release, defend, indemnify and hold harmless Licensor
(including officers, employees, agents, directors and independent contractors of
Licensor) from and against any and all claims, damages and liability (including
reasonable attorney fees) arising from or related to use of the Software and
Services by Subscriber, arising from or related to the Subscriber Data, and
arising from or related to Subscriber breach of the Agreement.

 

Section
4.13 - Cooperation:
Subscriber shall provide Licensor information concerning the Software and
Services, as may be reasonably requested by Licensor from time to time, and
shall fully cooperate with Licensor in good faith in the performance of the
Agreement.

 

Section
4.14 - Export Assurance:
Subscriber shall not perform any act in conflict with or in violation of the
export laws and regulations of the United States.

 

Section
5.1 - Confidential Information:
Receiving Party shall not disclose Confidential Information except to Authorized
Persons. Receiving Party shall not duplicate, use, or disclose Confidential
Information except as otherwise permitted under the Agreement. Confidential
Information of Licensor shall be deemed to include all information concerning
the Agreement, the Software, Services, and User-Guide.

 



Confidential


















Section
5.2 - Trade Secrets:
Subscriber hereby acknowledges and agrees that the Confidential Information of
Licensor derives independent economic value (actual or potential) from not being
generally known to other persons who can obtain economic value from its
disclosure or use and from not being readily ascertainable by proper means by
other persons who can obtain economic value from its disclosure or
use.

 

Section
5.3 - Third Party Technology:
Subscriber hereby acknowledges that the Software and Services may incorporate or
use Third Party Technology (in whole or in part) for use in connection with the
Software and Services. Subscriber acknowledges that use of the Third Party
Technology when accessing the Software and Services is subject to any and all
terms and conditions for such Third Party Technology as provided by owner or
licensor of the Third Party Technology.

 

Section
5.4 - Reverse Engineering:
Subscriber shall not reverse engineer the Software or Services. 

 

and shall
take reasonable measures to prevent the Software and Services from being reverse
engineered. 

 

Section
5.5 - Copies:
Subscriber shall not copy the Software, Services, or User-Guide and shall take
reasonable measures to prevent the Software, Services, or User-Guide from being
copied without the prior written consent of Licensor.

 

Section
5.6 - Modifications:
Subscriber shall not modify the Software or Services and shall not allow the
Software or Services to be modified without the prior written consent of
Licensor. Subscriber shall not use the Software or Services or any materials
incident thereto to develop computer software without the prior written consent
of Licensor. If the Software or Services is modified, such modifications shall
be the sole and exclusive property of Licensor and Licensor shall own all of the
rights, title and interests to such modifications and any resulting computer
software, including (but not limited to) any and all copyrights, patents and
trade secrets related thereto. Subscriber is responsible for all actions by its
users as defined by the users list or who is provided access to Web Services by
the Subscriber. 

 

Section
5.7 - No Contest:
Subscriber shall not contest or aid in contesting the ownership or validity of
the trademarks, trade secrets or copyrights of Licensor.

 

Section
5.8 - Employee Pirating: Each
party shall not (1) induce or solicit (directly or indirectly) any Associate of
the other party to leave the employ or hire of the other party or (2) engage
(directly or indirectly) the services of any Associate of the other party (as an
employee, consultant, independent contractor, or otherwise) without the advance
written consent of the other party.

 

Section
6.1 -- Definitions: The
following definitions shall apply: However, no failure to define definitions in
this Agreement shall change the obligations under this Agreement. 

 

Access: The
term “access” and variants thereof shall mean to store data in, retrieve data
from or otherwise approach or make use of (directly or indirectly) through
electronic means or otherwise.

 

Agreement: The
term “Agreement” shall mean that certain Web Services Agreement between Licensor
and Subscriber for accessing the Software and Services, which incorporates these
Standard Terms and Conditions by reference.

 



Confidential


















Associate: The
term “Associate” shall mean an employee of Licensor or Subscriber (as
applicable) or an independent contractor hired by Licensor or Subscriber (as
applicable).

 

Authorized
Person: The
term “Authorized Person” shall mean (i) employees and legal counsel of the
Receiving Party who agree to maintain the confidentiality of such Confidential
Information in consideration for receiving such Confidential Information; and
(ii) individuals or organizations who are authorized in writing by the
Disclosing Party to receive Confidential Information. 

 

Cancellation
Notice: The
term “Cancellation Notice” shall mean that written notice sent by a party to the
other party seeking to cancel the Agreement. 

 

Completed
Transaction:
Licensor’s delivery of an Estimated Replacement Cost and associated data from
the Insured to Value calculator. This completed Transaction includes both
Portfolio review (batch processing of property addresses) and the manual entry
of single property processing from end user’s of Subscriber. Completed
Transactions will be available to Subscriber in an agreed upon format.


 

Confidential
Information: The
term “Confidential Information” shall mean all information disclosed by the
Disclosing Party to the Receiving Party which is identified by the Disclosing
Party in writing as proprietary or confidential at the time such information
comes into the possession or knowledge of the Receiving Party and which is not:
(i) already known to the Receiving Party from a source other than a Disclosing
Party; (ii) independently developed by the Receiving Party; and (iii) required
by Court Order to be released by the Receiving Party. 

 

Data
Services: The
term “Data Services” shall mean those services provided by Licensor to
Subscriber as described on the Schedule, if any, for [Services Provided by
Licensor] and providing access to the Subscriber Data using the Password on the
Web Site, including Telephone Consultations and Defect Resolution provided in
Section
1.9 of the
Terms and Conditions.

 

Defect: The
term “Defect” shall mean an electronic conversion error or indexing error that
substantially impairs the performance, utility, and functionality of the
Subscriber Data via the Software as described in the User-Guide.

 

Disclosing
Party: The
term “Disclosing Party” shall mean a party to the Agreement who discloses
Confidential Information to the other party to the Agreement.

 

Effective
Date: The
term “Effective Date” shall mean January 01, 2005.

 



Confidential




















Enhancement: The
term “Enhancement” shall mean modifications to the Software or Services that
improve or expand the functionality or features of the Software or Services as
may be released by Licensor from time to time for a fee at Licensor’s discretion
or such modifications as requested by Subscriber for a fee and approved by
Licensor in writing.

 

Index: The
term “Index” shall mean the predefined search criteria for Subscriber to access
the Subscriber Data on the Web Site, as requested by Subscriber and approved by
Licensor.

 

Password: The
term “Password” shall mean that certain password and user name assigned by
Licensor to Subscriber for purposes of accessing the Web Site.

 

Policy
Statement: The
term “Policy Statement” shall mean those certain written statements of policies,
in printed or electronic form, concerning access to the Software and Services as
may be adopted by Licensor and as modified by Licensor from time to
time.

 

Receiving
Party: The
term “Receiving Party” shall mean a party to the Agreement who receives
Confidential Information from the other party to the Agreement.

 

Restatements: The
term “Restatements” shall mean Section 757 of the Restatement of Torts, Section
39 of the Restatement (Third) of Unfair Competition, Section 1 of the Uniform
Trade Secrets Act, and 18 U.S.C. § 1839.

 

Transaction: The
term “Transaction” means one evaluation for each unique address. Modifications
to characteristics of a unique address by the same user, is not considered a
transaction. However, transactions after one year for the same unique address
are considered a transaction and will be charges as such. Duplicate addresses
accessed by the different users and passwords, shall be subject to a
transaction. 

 

Software: The
term “Software” shall mean the executable code for that certain computer or
access via the Internet, or private line to software for accessing, managing,
and retrieving the Licensors Data, accessible on the Internet by Subscriber
including the Web Site and Enhancements.

 

Subscriber
Data: The
term “Subscriber Data” shall mean each document, information, or data in any
form, uploaded, posted, processed, transmitted, or submitted by Subscriber to
Licensor for Data Services pursuant to this Agreement.

 

Subscriber
Facilities: The
term “Subscriber Facilities” shall mean the office facilities of Subscriber as
identified by Subscriber on the signature page of the Agreement.

 

Support
Services: The
term “Support Services” shall mean those certain consulting, implementation,
support, and training services in connection with the Subscriber Data and the
Web Site, as requested by Subscriber and approved by Licensor in writing and
provided to Subscriber by Licensor at Licensor’s time and material
rates.

 

Term: The
term “Term” shall mean a period of time starting on the Effective Date and
continuing until this Agreement is terminated or cancelled pursuant to the Terms
and Conditions.

 

Third
Party Technology: The
term “Third Party Technology” shall mean any and all third party technology,
including (without limitation) computers, equipment, database software, and any
other technology, incorporated in whole or part in the Software or Services or
used in connection with the Software or Services.

 



Confidential


















Unauthorized
Access:
The term “Unauthorized Access” shall mean any access to the Software, Services,
or User-Guide except for (i) the exclusive purposes of using and accessing the
Software and Services according to the User-Guide on the Internet using the
Password; (ii) searching, retrieving, processing, and downloading Subscriber
Data; and (iii) training employees of Subscriber in the use of the Software or
Services.

 

Unauthorized
User: The
term “Unauthorized User” shall mean any individual who accesses the Software,
Services, or User-Guide except for: (1) employees of Subscriber authorized by
Subscriber to access the Software, Services, and User-Guide for (i) the
exclusive purpose of using and accessing the Software and Services according to
the User-Guide on the Internet using the Password; (ii) searching, retrieving,
processing, and downloading Subscriber Data; and (iii) training employees of
Subscriber in the use of the Software or Services; and (2) Authorized Persons
who are authorized in writing by Licensor to access the Software, Services, and
User-Guide.


 

User
Agreement: The
term “User Agreement” shall mean those certain written statements of policies,
in printed or electronic form, concerning access to the Software and Services as
may be adopted by Licensor and as modified by Licensor from time to
time.

 

User-Guide: The
term “User-Guide” shall mean the user’s guide for the Software and Services in
electronic or printed form as made available to Subscriber by
Licensor.

 

Web
Site: The
term “Web Site” shall mean that certain Internet Web Site for storing,
accessing, managing, and retrieving the Licensor Data, accessible by Subscriber
using the Data Services of the Licensor.

 

Section
6.2 - Assignments: All
assignments of rights under the Agreement by Subscriber without the prior
written consent of Licensor shall be void.

 

Section
6.3 - Equitable Remedies: The
parties hereby acknowledge that damages at law may be an inadequate remedy for
the parties. Therefore, the parties shall have the right of specific
performance, injunction, or other equitable remedy in the event of a breach of
the Agreement or these Terms and Conditions by either party.

 

Section
6.4 - Amendments and Modifications:
Waivers, alterations, modifications or amendments of a provision of the
Agreement or the Terms and Conditions shall not be binding unless such waiver,
alteration, modification or amendment is in writing and signed by both parties
hereto.

 

Section
6.5 - Severability: If a
provision of the Agreement or the Terms and Conditions is rendered invalid, the
remaining provisions shall remain in full force and effect.

 

Section
6.6 - Captions: The
headings and captions of the Agreement and the Terms and Conditions are inserted
for reference convenience and do not define, limit or describe the scope or
intent of the Agreement or the Terms and Conditions, or any particular section,
paragraph, or provision.

 

Section
6.7 - Counterparts: This
Agreement may be executed in multiple counterparts, each of which shall be an
original, but which together shall constitute one and the same
instrument.

 

Section
6.8 - Governing Law: This
Agreement shall be governed by the laws of the State of California, County of
Orange without regard to any rules of conflict or choice of laws which require
the application of laws of another jurisdiction, and venue shall be proper in
California.

 

Section
6.9 - Notice: All
notices shall be in writing. Notices by Subscriber to Licensor shall be deemed
delivered when delivered by commercial next business day delivery service, by
hand, or by Certified or Registered Mail - Return 



Receipt
Requested - to the address set forth below for Licensor. Notices by Licensor to
Subscriber shall be deemed delivered when delivered electronically, by
commercial next business day delivery service, by hand, or by Certified or
Registered Mail - Return Receipt Requested to the address specified in the
Agreement for Subscriber or the email address provided by Subscriber. Notice
shall be deemed given on the date notice is delivered electronically, or by
hand, or on the date of receipt - as evidenced in the case of Certified or
Registered Mail by Return Receipt, whichever comes first. Notices by either
party electronically shall be deemed written notices.

 



Confidential


















Section
6.10 - Arbitration: If the
Participants hereto are unable to resolve by mutual agreement any dispute or
controversy between them concerning this Agreement, the Participants agree that
the dispute or controversy shall be finally settled by mandatory, binding
arbitration, in accordance with the rules and procedures of the American
Arbitration Association applicable to commercial transactions. Costs of
arbitration shall be borne by the Participants in accordance with the decision
of the arbitrators. Judgment upon the award rendered shall be entered into any
court having competent jurisdiction thereof, or application may be made to such
court for a judicial acceptance of the award and an order of enforcement as the
case may be. The arbitration proceedings shall be conducted by the American
Arbitration Association (AAA) in Orange County, California.

 

Section
6.11 - Assurances: Each
party hereby represents and warrants that all representations, warranties,
recitals, statements and information provided to each other under the Agreement
are true, correct and accurate as of the Effective Date of the Agreement to the
best of their knowledge.

 

Section
6.212 - Litigation Expense: In the
event of litigation arising out of the Agreement or the Terms and Conditions,
each party shall bear its own costs and expenses of litigation or arbitration,
including, but not limited to, attorney fees, travel expenses, deposition costs,
expert witness expenses and fees, court costs and other costs incurred in
connection with bringing or defending such action whether or not incurred in
trial or appeal (excluding fees and expenses of arbitrators and administration
fees and expenses of arbitration).

 

Section
6.313 - Pronouns/Gender:
Pronouns and nouns shall refer to the masculine, feminine, neuter, singular, or
plural, as the context shall require.

 

Section
6.14 - Waiver: Waiver
of breach of the Agreement or the Terms and Conditions shall not constitute
waiver of another breach. Failing to enforce a provision of the Agreement or the
Terms and Conditions shall not constitute a waiver or create an estoppel from
enforcing such provision.

 

Section
6.15 - Relationship of the Parties: It is
agreed that the relationship of the parties is primarily that of licensee and
licensor. Nothing herein shall be construed as creating a partnership, an
employment relationship, or an agency relationship between the parties, or as
authorizing either party to act as agent for the other. Each party shall
maintain its separate identity.

 



Confidential


















IN
WITNESS WHEREOF, this Agreement has been executed as of the Effective
Date.

 




	LICENSOR:			 	SUBSCRIBER:			 
	 	 	 	 
	The
      Bluebook International, Inc.	 	Subscriber: Homesite
      Insurance
      Company                                  	 
	 	 		 
	 By: /s/
      Brian
      Jones                                                                	 	By: /s/
      Anthony
      Scavongelli                                              	 
		 		 
	Print
      Name: Brian Jones
                                                             	 	Print
      Name: Anthony
      Scavongelli                                     	 
		 		 
	Title:
      Executive Vice President
      Sales                                   
      	 	Title: Vice
      President                                                             	 
		 		 
	Date: March
      07,
      2005                                                              	 	Date: March
      4,
      2005                    
                                              	 
		 		 
	Address:
      21098 Bake Parkway Suite
      100                             
      	 	 Subscriber
      Facilities: 99 Bedford
      Street                           	 
	  
      	 		 
	Lake
      Forest, Ca.
      92630                                                      
          	 	Boston,
      MA
      02111                                                               	 
		 		 







 



Confidential


















Exhibit
A

 

End User
License Agreement.

 

This End
User License Agreement (the "Agreement") is a legal agreement between you
(either an individual or an entity) and The Bluebook International, Inc., a
Nevada corporation (the "Company") regarding the use of Company's software
and/or services, as the case may be, which may include user documentation
provided in "online" or electronic form (the "Software"). BEFORE YOU CLICK ON
THE "I AGREE" BUTTON BELOW THIS AGREEMENT, CAREFULLY READ THE TERMS AND
CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE "I AGREE" BUTTON, YOU ARE
CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO
NOT AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT,
CLICK THE "I DISAGREE" BUTTON AND THE SOFTWARE YOU WILL NOT BE ALLOWED USE OF
THE SOFTWARE. 

 

2. Grant
of License. During the term of your subscription license, subject to the payment
of the applicable fees and your compliance with the terms and conditions hereof,
this Agreement permits you to use one copy of the specified version of the
Software, for internal purposes only, on only one computer, and only by one user
WHO HAS BEEN GRANTED USE BY HOMESITE INSURANCE COMPANY. Your right to use is
non-exclusive, non-transferable and non-sublicenseable. The Software is "in use"
on a computer when it is ACCESSED THROUGH THE INTERNET, loaded into the
temporary memory (i.e. RAM) or installed into the permanent memory (e.g., hard
disk, CD-ROM, or other storage device) of that computer. We reserve all rights
not expressly granted herein. 

 

3.
Copyright. The Software is owned by Company or its suppliers or licensors and is
protected by United States copyright laws and international treaty provisions.
We (and our suppliers and licensors) own and retain all right, title and
interest in and to the Software, including patents, trademarks, copyrights,
trade secrets and other intellectual property rights embodied or contained
therein. Therefore, you may not use, copy, or distribute the Software without
prior written authorization of the Company. 

 

4.
Restrictions. You may not rent, lease, license, or loan the Software OR transfer
your rights under this Agreement UNLESS GRANTED BY HOMESITE INSURANCE COMPANY
AND PRE-APPROVED BY THE BLUEBOOK INTERNATIONAL, INC. If you are granted
permission from the Company, than you must permanently do so and you transfer
with it, this Agreement, the Software, access to the software and all
accompanying printed materials. You are to retain no copies or access rights and
the recipient agrees to be bound by the terms and conditions of this Agreement.
You may not reverse engineer, decompile, or disassemble the Software, except to
the extent the foregoing restriction is expressly prohibited by applicable law.
You may not make error corrections to, or otherwise adapt or modify, or create
derivative works based upon the Software.

 



Confidential


















5. NO
WARRANTIES. THE SOFTWARE IS PROVIDED "AS-IS" WITHOUT ANY WARRANTY WHATSOEVER.
YOU ASSUME ALL RISKS AND RESPONSIBILITIES FOR SELECTION OF THE SOFTWARE TO
ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS
OBTAINED FROM THE SOFTWARE. THE COMPANY MAKES NO WARRANTY THAT THE SOFTWARE WILL
BE ERROR FREE OR FREE FROM INTERRUPTION OR FAILURE, OR THAT IT IS COMPATIBLE
WITH ANY PARTICULAR HARDWARE OR SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH RESPECT TO THE SOFTWARE AND THE
ACCOMPANYING WRITTEN MATERIALS. SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED
WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU HEREBY ACKNOWLEDGE
THAT THE SOFTWARE MAY NOT BE AVAILABLE OR BECOME UNAVAILABLE DUE TO ANY NUMBER
OF FACTORS INCLUDING, WITHOUT LIMITATION, PERIODIC SYSTEM MAINTENANCE, SCHEDULED
OR UNSCHEDULED, ACTS OF GOD, TECHNICAL FAILURE OF THE SOFTWARE,
TELECOMMUNICATIONS INFRASTRUCTURE, OR DELAY OR DISRUPTION ATTRIBUTABLE TO
VIRUSES, DENIAL OF SERVICE ATTACKS, INCREASED OR FLUCTUATING DEMAND, ACTIONS AND
OMISSIONS OF THIRD PARTIES, OR ANY OTHER CAUSE REASONABLY BEYOND THE CONTROL OF
THE COMPANY. THEREFORE, THE COMPANY EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED
WARRANTY REGARDING SYSTEM AND/OR SOFTWARE AVAILABILITY, ACCESSIBILITY, OR
PERFORMANCE. 

 

6.
LIMITED LIABILITY; NO LIABILITY FOR CONSEQUENTIAL DAMAGES. YOU ASSUME THE ENTIRE
COST OF ANY DAMAGE RESULTING FROM YOUR USE OF THE SOFTWARE AND THE INFORMATION
CONTAINED IN OR COMPILED BY THE SOFTWARE, AND THE INTERACTION (OR FAILURE TO
INTERACT PROPERLY) WITH ANY OTHER HARDWARE OR SOFTWARE WHETHER PROVIDED BY THE
COMPANY OR A THIRD PARTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN
NO EVENT WILL THE COMPANY OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY
DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS
PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF GOODWILL,
WORK STOPPAGE, HARDWARE OR SOFTWARE DISRUPTION, IMPAIRMENT OR FAILURE, REPAIR
COSTS, TIME VALUE OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY
TO USE THE SOFTWARE, OR THE INCOMPATIBILITY OF THE SOFTWARE WITH ANY HARDWARE,
SOFTWARE OR USAGE, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. IN NO EVENT WILL COMPANY'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES IN
ANY ONE OR MORE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED
THE AMOUNT PAID BY YOU FOR THE SOFTWARE. BECAUSE SOME STATES DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF LIABILITY
FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO
YOU. DO NOT USE THIS SOFTWARE IF YOU DO NOT UNDERSTAND THIS AGREEMENT WHETHER IN
PART OR IN WHOLE. 

 



Confidential


















7. U.S.
Government-Restricted Rights. The Software and accompanying documentation are
deemed to be "commercial computer Software" and "commercial computer Software
documentation," respectively, pursuant to DFAR Section 227.7202 and FAR Section
12.212, as applicable. Any use, modification, reproduction release, performance,
display or disclosure of the Software and accompanying documentation by the U.S.
Government will be governed solely by the terms of this Agreement and will be
prohibited except to the extent expressly permitted by the terms of this
Agreement. 

 

8. Export
Restrictions. You may not download, export, or re-export the Software (a) into,
or to a national or resident of, any country to which the United States has
embargoed goods, or (b) to anyone on the United States Treasury Department's
list of Specially Designated Nationals or the U.S. Commerce Department's Table
of Deny Orders or (c) in contravention of United States or other applicable law.
By downloading or using the Software, you are representing and warranting that
you are not located in, under the control of, or a national or resident of any
such country or on any such list. You acknowledge that it is your sole
responsibility to comply with any and all government export and other applicable
laws, regulations and rules and that the Company has no further responsibility
for such after the initial license to you. 


 

9. Your
Information and the Company's Privacy Policy. By entering into this Agreement,
you agree that the Company may collect and retain information about you,
including your name AND email address. The Company employs other companies and
individuals to perform functions on its behalf. Examples include fulfilling
orders, delivering packages, sending postal mail and e-mail, removing repetitive
information from customer lists, analyzing data, providing marketing assistance,
processing credit card payments, and providing customer service. 

 


They have
access to personal information needed to perform their functions, but may not
use it for other purposes. The Company publishes a privacy policy on its web
site and may amend such policy from time to time, in its sole discretion. You
should refer to the Company's privacy policy prior to agreeing to this Agreement
for a more detailed explanation of how your information will be stored and used
by the Company. The Company's privacy policy is provided as a courtesy to you
for informational purposes only and contains statements of the Company's present
guidelines and goals with respect to the collection, retention and use of data
the Company may obtain from your purchase or use of the Software. The Company
does not make any and hereby disclaims to the maximum extent allowed by law any
and all covenants, representations and warranties with respect to its compliance
with the statements of intent contained in the Company's privacy
policy.

 



Confidential


















10.
General. This Agreement is governed by the laws of the United States and the
State of California, without reference to conflict of laws principles. The
application of the United Nations Convention of Contracts for the International
Sale of Goods is expressly excluded. This Agreement shall not be subject to the
Uniform Commercial Code. Any dispute between you and the Company regarding this
Agreement will be subject to the exclusive venue of the state and federal courts
in the county of ORANGE, state of California, USA. This Agreement is the TERMS
AND CONDITIONS of use and represents the entire TERMS AND CONDITIONS between you
and Company and supersedes any other TERMS AND CONDITIONS whether oral or
written, or advertising with respect to the Software and documentation.


 

If any
provision of this Agreement is held invalid, the remainder of this Agreement
will continue in full force and effect. No provision hereof shall be deemed
waived or modified except in a written addendum signed by an authorized
representative of the Company.

 

11.
Contact Information. Should you have any questions concerning this Agreement, or
if you desire to contact the Company for any reason, please call (714) 731-3389,
fax (949) 470-9563, or write: The Bluebook International, Inc. 21098 Bake
Parkway, Lake Forest, Ca. 92630. http://www.Bluebook.net.

 



Confidential



















Exhibit
B



 



	
      Insure
      To Value Tiered Pricing
	 
	
      Volume
	 	
      From
	 	
      To
	 	
      Cost
	 
	
      1 -
      25,000
	 	 	
      1
      
	 	 	
      1,000
      
	 	
       
	
      [Redacted Pursuant to Request for
      Confidentiality]
	 
	
      25,001
      - 50,000
	 	 	
      1,001
      
	 	 	
      5,000
      
	 	
       
	
      [Redacted Pursuant to Request for
      Confidentiality]
	 
	
      59,001
      - 75,000
	 	 	
      5,001
      
	 	 	
      50,000
      
	 	
       
	
      [Redacted Pursuant to Request for
      Confidentiality]
	 
	
      100,001
      - 125,000
	 	 	
      50,001
      
	 	 	
      100,000
      
	 	
       
	
      [Redacted Pursuant to Request for
      Confidentiality]
	 



 




Confidential