TERMS AND CONDITIONS FOR THE YOU POWER, LLC WEB SITE USE AGREEMENT DATED MAY 1, 2002

Please read these terms and conditions carefully and fully. These Terms and Conditions are an integral part of your "Web Site Use Agreement"

These Terms and Conditions, together with the "Web Site Use Agreement" executed by you constitute the agreement between You Power, LLC (a Michigan Limited Liability Company) and you (herein referred to as "Agreement"). The Agreement governs your use, in any manner, of the services provided, including the You Power, LLC owned web site customized for your use and the world wide web domain name obtained and owned by You Power, LLC and made available for your use so long as you use the You Power, LLC web site pursuant to this agreement. The use by you of the customized web site, the services assisting you in the use of the website, the design services provided in customizing the web site, the use of the domain name obtain by You Power, LLC and any other services provided by You Power, LLC are all cumulatively referred to hereinafter as the "Services".

You must agree to and accept the terms of this Agreement in order to use the Services and the You Power, LLC website customized for your use. BY SIGNING THE YOU POWER, LLC "WEB SITE USE AGREEMENT" AND ORDERING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN AS WELL AS ALL ACCEPTABLE USE POLICIES INCORPORATED BY REFERENCE. You Power, LLC reserves the right to change or modify any of the terms and conditions contained in this Agreement, the Addendum and any policy or guideline incorporated by reference at any time and from time to time in its sole discretion, and to determine whether and when any such changes apply to both existing or future customers. Any changes or modification will be effective upon posting of the revisions on the You Power, LLC Web site (the "Site"). You Power, LLC will post a notice of such changes or modifications to this Agreement on the Site for thirty (30) days. You Power, LLC may post changes or modifications to referenced Acceptable Use Policies without notice to you. Your continued use of Services following You Power, LLC's posting of any changes or modifications will constitute your acceptance of such changes or modifications. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ORDER OUR SERVICES. IF YOU DO NOT AGREE TO THE TERMS OF ANY MODIFICATION, DO NOT CONTINUE TO USE THE SERVICES AND IMMEDIATELY NOTIFY YOU POWER, LLC OF YOUR TERMINATION OF THIS AGREEMENT.

1. Term and Payment for Services

1.1. Term. This Agreement shall be on a monthly basis. This Agreement will be automatically renewed on a month by month basis unless you provide You Power, LLC with notice of termination as provided for in the "Web Site Use Agreement".

1.2. Termination Policy. If you terminate your receipt of the Services prior to the end of the Initial Term or the Renewal Term, whichever is then applicable, (a) You Power, LLC will not refund to you any fees paid in advance of such termination and (b) you shall be required to pay 100% of You Power, LLC's standard monthly charge for each month remaining in the initial 90 day term, unless otherwise expressly provided in this Agreement. Your termination request or notice must be submitted to You Power, LLC in the manner described in Section 1.1. You Power, LLC may terminate this Agreement at any time and for any reason by providing to you written notice thirty (30) days prior to the date of termination. If You Power, LLC terminates this Agreement, You Power, LLC will refund to you the pro-rata portion of pre-paid fees attributable to Services not yet rendered as of the termination date unless otherwise expressly provided in this Agreement.

1.3 Default and Cure. In the event that either party hereto defaults in the performance of any of its material duties or obligations under this Agreement, including failure to make any payments due under this Agreement, and such default is not cured within fifteen (15) days after written notice is given to the defaulting party specifying the default, then the party not in default, after given written notice thereof to the defaulting party, may terminate this Agreement.

1.4. Charges. You agree to pay for all charges attributable to your use of the Services at the then current You Power, LLC prices, which shall be exclusive of any applicable taxes. You are responsible for the payment of all federal, state, and local sales, use, value added, excise, duty and any other taxes assessed with respect to the Services, other than taxes based on You Power, LLC's net income.

1.5. Payment. All charges for Services must be paid in advance according to the then current prices applicable to the Services. Upon entering this Agreement, you must choose to pay either by direct charge to a credit or debit card or by check for 3 months at a time. When you choose to pay by credit or debit card upon registering for the Services, you thereby authorize You Power, LLC to charge your credit or debit card to pay for any charges that may apply to your account. You must notify You Power, LLC of any changes to your card account (including, without limitation, applicable account number or cancellation or expiration of the account), your billing address, or any information that may prohibit You Power, LLC from charging your account. If you fail to pay any fees and taxes within ten (10) days from applicable due date for credit card or invoice payments, your failure to pay any fees and taxes within fifteen (15) days after the applicable due date will be deemed a material breach of this Agreement, justifying You Power, LLC's suspension of its performance of the Services and/or termination of this Agreement. You are responsible for a $99 activation fee to reinstate Services. Any such suspension or termination would not relieve you from paying past due fees. In the event of collection enforcement, you will be liable for any costs associated with such collection, including, without limitation, reasonable attorneys' fees, court costs and collection agency fees.

2. Use of Services

2.1. Applicable Use Policy. You Power, LLC has certain legal and ethical responsibilities consisting with the use of the servers retained by it and the services provided. You Power, LLC reserves the right to suspend or cancel a customer’s access to any or all services provided by You Power, LLC when we decide that the services provided have been inappropriately used. Any type of pornographic materials, hate materials, adult materials (adult material is not necessary limited to pornography), racial materials, or unlawful practices are prohibited. The You Power, LLC Acceptable Use Policy (the "Usage Policy") governs the general policies and procedures for use of the Services. This Acceptable Use Policy may be updated from time-to-time. BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THE USAGE POLICY AND ANY MODIFICATIONS. YOU POWER, LLC RESERVES THE RIGHT TO TERMINATE YOUR ACCOUNT FOR ANY VIOLATION OF THE USAGE POLICY OR THIS AGREEMENT.

2.2. Storage and Bandwidth Usage. At the date of these terms and conditions, You Power contracts with web hosting services that provide you with UNLIMITED megabytes of web space with no restrictions and no requirements (note: adult content is strictly prohibited). However, if you fail to optimize the size of stored photographs, charts or other data, (this being to reduce the size of displayed information for web storage purposes) it will slow down your response time. In the event this unlimited storage becomes unavailable in the future, You Power, LLC reserves the right to place reasonable limits upon storage capacity used by you or to impose a reasonable charge as necessary to cover the cost of the storage used by your site. Thirty days notice will be provided in the event of any such change. You Power has/will contract with service provider(s) that until further notice offer an unmonitored account in terms of bandwidth. This means You Power, LLC and its service provider(s) do not pro-actively monitor bandwidth usage of our customers. You Power, LLC’s bandwidth policy is similar to the common Laissez-Faire model in politics. Customers are entitled to use as much bandwidth as necessary as long as they (a) do not harm other customers located on the same machine or on other machines retained by You Power, LLC and (b) do comply with all other terms & conditions. All domains / sub-domains accounts do have a moderation throttling utility applied to their throughput. This moderation throttling utility measures the accounts usage based on averages derived from various server tasks and services such as average CPU utilization, FTP utilization, HTTP bandwidth utilization, email utilization - et cetera. On basis of the meaningful average value the moderation throttling software decides if a delay of an offending account is determined to be necessary in order to assure 100% service uptime, reliability and performance for other websites of moderate usage on same machine. You Power, LLC’s service provider has HTTP moderation is set to 171 million bits per hour (in numbers: 171,000,000 bits / hour), other limitations are determined depending on average usage of the server by all clients on same machine and hence depend. The hourly bandwidth throttling setting equals to a maximum of 15gb / month in data transfer that a hosted account can reach.

2.3 Limitation on Use of Website. A website obtained through You Power, LLC may have its use shared by multiple agents only if such real estate agents are from the same agency, have the same broker and have their office address in the same physical location. The use of each website obtained through You Power, LLC shall be limited to 100 agents. If any real estate agency has more than 100 agents at one physical location who would otherwise qualify to share use of a website, the agency shall obtain multiple web sites, which can be cross referenced, to host the additional agents so that the limitation of 100 agents per website is not exceeded. Real Estate agents from the same agency but operating out of separate physical office locations shall not share use of the same website. A real estate agent shall not sublet use of the website to any real estate agent who does not work for the same agency, have the same broker and does not share the same physical office location.

3. Enforcement

3.1. Investigation of Violations. You Power, LLC may investigate any reported or suspected violation of this Agreement, its policies or any complaints and take any action that it deems appropriate and reasonable under the circumstance to protect its systems, facilities, customers and/or third parties. You Power, LLC will not access or review the contents of any e-mail or similar stored electronic communications except as required or permitted by applicable law or legal process.

3.2. Actions. You Power, LLC reserves the right and has absolute discretion to restrict or remove from its servers (or servers reserved to host You Power, LLC websites) any content that violates this Agreement or related policies or guidelines, or is otherwise objectionable or potentially infringing on any third party's rights or potentially in violation of any laws. If we become aware of any possible violation by you of this Agreement, any related policies or guidelines, third party rights or laws, You Power, LLC may immediately take corrective action, including, but not limited to, (a) issuing warnings, (b) suspending or terminating the Service, (c) restricting or prohibiting any and all uses of content hosted on You Power, LLC's systems, and/or (d) disabling or removing any hypertext links to third-party Web sites, any of your content distributed or made available for distribution via the Services, or other content not supplied by You Power, LLC which, in You Power, LLC's sole discretion, may violate or infringe any law or third-party rights or which otherwise exposes or potentially exposes You Power, LLC to civil or criminal liability or public ridicule. It is You Power, LLC's policy to terminate repeat infringes. You Power, LLC’s right to take corrective action, however, does not obligate us to monitor or exert editorial control over the information made available for distribution via the Services. If You Power, LLC takes corrective action due to such possible violation, You Power, LLC shall not be obligated to refund to you any fees paid in advance of such corrective action.

3.3. Disclosure Rights. To comply with applicable laws and lawful governmental requests, to protect You Power, LLC's systems and customers, or to ensure the integrity and operation of You Power, LLC's business and systems, You Power, LLC may access and disclose any information it considers necessary or appropriate, including, without limitation, user profile information (i.e., name, e-mail address, etc.), IP addressing and traffic information, usage history, and content residing on You Power, LLC's servers and systems. You Power, LLC also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties.

4. Intellectual Property Rights

4.1. Your License Grant to You Power, LLC. You hereby grant to You Power, LLC a non-exclusive, worldwide, and royalty-free license for the Initial Term and any Renewal Term (for so long as you utilize the services of You Power) to use your content as necessary for the purposes of obtaining a domain name, rendering and operating the Services to you under this Agreement. You expressly (a) grant to You Power, LLC a license to cache materials distributed or made available for distribution via the Services, including content supplied by third parties, and (b) agree that such caching is not an infringement of any of your intellectual property rights or any third party's intellectual property rights. You expressly grant to You Power, LLC the right and agree that You Power LLC may obtain, use and own (for so long as You Power may elect in its sole discretion) a domain name with all or part of you or your company’s name or other identifying information.

4.2. You Power, LLC Materials and Intellectual Property. All materials and intellectual property and property rights, including but not limited to any the website customized for your use and owned by You Power, LLC, the domain name obtained by You Power for your use so long as you use the You Power web site, computer software (in object code and source code form), data or information developed or provided by You Power, LLC or its suppliers or agents pursuant to this Agreement, and any know how, methodologies, equipment, or processes used by You Power, LLC to provide the Services to you, including, without limitation, all copyrights, trademarks, patents, trade secrets and other proprietary rights are and will remain the sole and exclusive property of You Power, LLC or its suppliers, including but not limited to any software programs, inventions, products and/or technology innovations and methodologies utilized, developed, or disclosed by You Power, LLC during the term of this Agreement. Unauthorized copying, reverse engineering, decompiling, and creating derivative works based on the any such software is expressly forbidden except as permitted in this Agreement. You may be held legally responsible for violation of any patent rights, copyright or trade secret rights that is caused or encouraged by failure to abide by the terms of this Agreement.

4.3. Trademarks. You hereby grant to You Power, LLC a limited right to use your trademarks, if any, for the limited purpose of permitting You Power, LLC to fulfill its duties under this Agreement. This is not a trademark license and no other rights relating to the trademarks are granted by this Agreement. Specifically, but without limitation, the rights granted by this Agreement do not include the right to sublicense use of your trademarks or to use your trademarks with any other products or services outside the scope of the Services provided under this Agreement. The limited trademark use rights granted under this section terminate upon termination of this Agreement.

5. Warranty; Warranty Disclaimer.

5.1. Customer and/or Third Party Acts. You Power, LLC is not responsible in any manner for any nonconforming Services to the extent caused by you or your customers. In addition, You Power, LLC is not responsible for loss or corruption of data in transmission, or for failure to send or receive data due to events beyond You Power, LLC’s reasonable control.

5.2. No Express or Implied Warranty. ALL SERVICES, SYSTEMS AND PRODUCTS PROVIDED BY YOU POWER, LLC UNDER THIS AGREEMENT ARE PROVIDED WITHOUT ANY EXPRESS OR IMPLIED WARRANTY IN FACT OR IN LAW, WHATSOEVER. YOU ACKNOWLEDGE AND AGREE THAT YOU POWER, LLC EXERCISES NO CONTROL OVER, AND ACCEPTS NO RESPONSIBILITY FOR, THE CONTENT OF THE INFORMATION PASSING THROUGH YOU POWER, LLC'S COMPUTERS (OR COMPUTERS RESERVED TO HOST YOU POWER, LLC WEBSITES), NETWORK HUBS AND POINTS OF PRESENCE, OR THE INTERNET. YOU POWER, LLC DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. ALL SERVICES PERFORMED UNDER THIS AGREEMENT ARE PERFORMED "AS IS" AND WITHOUT WARRANTY AGAINST FAILURE OF PERFORMANCE INCLUDING, WITHOUT LIMITATION, ANY FAILURE DUE TO COMPUTER HARDWARE OR COMMUNICATION SYSTEMS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, YOU POWER, LLC DOES NOT MAKE AND HEREBY DISCLAIMS, AND YOU HEREBY WAIVE ALL RELIANCE ON, ANY REPRESENTATIONS OR WARRANTIES, ARISING BY LAW OR OTHERWISE, REGARDING THE SERVICES, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONDITIONS OF QUALITY, AND ANY WARRANTIES WITH RESPECT TO PATENT, COPYRIGHT, TRADE SECRET OR TRADEMARK INFRINGEMENT.

5.3 Your Warranties and Representations to You Power, LLC. You warrant, represent, and covenant to You Power, LLC that (a) you are at least eighteen (18) years of age or are a duly organized and validly existing entity; (b) you possess the legal right and ability to enter into this Agreement; (c) you will use the Services only for lawful purposes and in accordance with this Agreement and all applicable policies and guidelines; (d) you will be financially responsible for the use of your account; (e) you have acquired or will acquire all authorization(s) necessary for hypertext links to third-party Web sites or other content; (f) you have verified or will verify the accuracy of materials distributed or made available for distribution via the Services, including, without limitation, your content, descriptive claims, warranties, guarantees, nature of business, and address where business is conducted, and (g) your content does not and will not infringe or violate any right of any third party (including any intellectual property rights) or violate any applicable law, regulation or ordinance.

6. Limitation and Exclusion of Liability

6.1. Limitations. IN NO EVENT SHALL YOU POWER, LLC HAVE ANY LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF INFORMATION DISTRIBUTED OR MADE AVAILABLE FOR DISTRIBUTION VIA THE SERVICES THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. YOU POWER, LLC SHALL HAVE NO LIABILITY UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF YOU POWER, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE LIABILITY OF YOU POWER, LLC TO YOU FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO YOU POWER, LLC BY YOU UNDER THIS AGREEMENT DURING THE THIRTY (30) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM ACCRUED. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. THE FEES FOR THE SERVICES SET BY YOU POWER, LLC UNDER THIS AGREEMENT HAVE BEEN AND WILL CONTINUE TO BE BASED UPON THIS ALLOCATION OF RISK. ACCORDINGLY, YOU HEREBY RELEASE YOU POWER, LLC FROM ANY AND ALL OBLIGATIONS, LIABILITIES, AND CLAIM IN EXCESS OF THE LIMITATION STATED IN THIS SECTION 6.1. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, OUR LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.

6.2. Interruption of Service. You hereby acknowledge and agree that You Power, LLC will not be liable for any temporary delay, outages or interruptions of the Services. Further, You Power, LLC shall not be liable for any delay or failure to perform its obligations under this Agreement, where such delay or failure results from any act of God or other cause beyond its reasonable control (including, without limitation, any mechanical, electronic, communications or third-party supplier failure).

7. Indemnification. You will defend, indemnify and hold harmless You Power, LLC and its members, managers, officers, employees, consultants, agents, affiliates and suppliers (an "Indemnitee") from any and all threatened or actual claims, demands, causes of action, suits, proceedings (formal or informal), losses, damages, fines, penalties, liabilities, costs and expenses of any nature, including attorneys' fees and court costs, sustained or incurred by or asserted against any Indemnitee by any person, firm, corporation, governmental authority, partnership or other entity by reason of or arising out of or relating to: (i) your violation or breach of any term, condition, representation or warranty of this Agreement or any applicable policy or guideline; (ii) your conduct, including but not limited to your negligence, gross negligence, or willful misconduct; (iii) your improper or illegal use of the Services; or (iv) any claim relating to your services or products, including but not limited to advertising, product liability claims or infringement of any trademark, copyright, patent, trade secrets or non-proprietary right of a third party (including, without limitation, defamation, libel, or violation of privacy or publicity).

8. Miscellaneous

8.1 Confidentiality. The parties each agree that all Confidential Information (as defined below) communicated to it by the other is done so in confidence and will be used only for the purposes of this Agreement and will not be used to compete with the other party or disclosed to any third party without the prior written consent of the other party except as permitted under this Agreement. "Confidential Information" means all information in any form, including, without limitation, printed or verbal communications and information stored in printed, optical or electromagnetic format, which relates to the Services; or computer, data processing or electronic commerce programs and software; electronic data processing applications, routines, subroutines, techniques or systems; information which incorporates or is based upon proprietary information of either party; or information concerning business or financial affairs, product pricing, financial conditions or strategies, marketing, technical systems of either party; or any information concerning customers or vendors of either party; or any data exchange between a party and any customers or vendors. Exceptions to Confidential Information include (1) information in the public domain; (2) information developed independently by a party without reference to information disclosed under this Agreement; or (3) information received from a third party without restriction and/or breach of this or a similar Agreement. It is not a violation of this provision to disclose Confidential Information in compliance with any legal, accounting or regulatory requirement beyond the control of either Party or, but in such case, prior to disclosure, the disclosing Party shall give written notice to the other Party to permit that Party an opportunity to challenge such disclosure. If either Party is subpoenaed, such Party shall give written notice to the other Party to permit that Party an opportunity to challenge the disclosure of Confidential Information. Upon the termination of this Agreement and upon written request of the disclosing Party, each Party shall promptly return all Confidential Information of the other Party. This provision shall survive the termination of this Agreement for two (2) years.

8.2. Notices. All notices, reports, requests, or other communications given pursuant to this Agreement shall be made in writing, shall be delivered by hand delivery, overnight courier service, fax, or electronic mail, shall be deemed to have been duly given when delivered.

8.3. Choice of Law and Forum. THIS AGREEMENT, WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES AND THE STATE OF MICHIGAN, WITHOUT REFERENCE TO RULES GOVERNING CHOICE OF LAWS. ANY ACTION RELATING TO THIS AGREEMENT MUST BE BROUGHT IN THE FEDERAL LOCATED IN THE WESTERN FEDERAL DISTRICT OF MICHIGAN OR STATE COURTS LOCATED IN BERRIEN COUNTY MICHIGAN, AND YOU IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURTS.

8.4. Entire Agreement. This Agreement and all policies and guidelines incorporated in this Agreement by reference constitutes the entire Agreement of the parties and may not be modified or altered orally but only by an agreement in writing signed by both parties.

8.5. No Fiduciary Relationship; No Third-Party Beneficiaries. You Power, LLC is not the agent, fiduciary, trustee or other representative of you. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the sole and exclusive benefit of the parties hereto.

8.6. Assignments. You may not transfer or assign your rights, duties, or obligations under this Agreement without You Power, LLC's prior written consent. You Power, LLC may assign its rights and obligations under this Agreement and may utilize affiliate and/or agents in performing its duties and exercising its rights under this Agreement, without your consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assignees.

8.7. No Waiver. You Power, LLC's failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of You Power, LLC's right to subsequently enforce such provision or any other provisions under this Agreement.

8.8. Severability. If any provision of this Agreement is deemed illegal, invalid, void or otherwise unenforceable in whole or in part, that provision shall be severed or shall be enforced only to the extent legally permitted, and the remainder of the provision and the Agreement shall remain in full force and effect. If any provision of this Agreement is deemed to be invalid, void or unenforceable only with respect to a particular application, such term or provision shall remain in full force and effect with respect to all other applications.

8.9. Survival. All provisions of this Agreement relating to your warranties, intellectual property rights, limitation and exclusion of liability, your indemnification obligations and payment obligations shall survive the termination or expiration of this Agreement.