END USER LICENSE AGREEMENT BY CELLSIGNS, INC.

(Last Revised January 18, 2008)


NOTICE TO USER: THIS END USER LICENSE AGREEMENT ("EULA" or "AGREEMENT") APPLIES WITH RESPECT TO SOFTWARE APPLICATIONS AND DIGITAL CONTENT OWNED AND PROVIDED BY CELLSIGNS, INC. AND ITS SUBSIDIARIES (REFERRED TO IN THIS AGREEMENT AS "WE" OR "MOBILE AGENT") FROM ANY CELLSIGNS WEBSITE. THIS AGREEMENT SETS FORTH YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO YOUR USE OF ANY MOBILE AGENT SERVICE (DEFINED IN SECTION 1 BELOW), BUT SHALL NOT GOVERN YOUR USE OF ANY OTHER SOFTWARE (DEFINED IN SECTION 3 BELOW). PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING "ACCEPT," "FINISH," "CONTINUE" OR A SIMILAR ACKNOWLEDGMENT BELOW, OR BY USING ALL OR ANY PORTION OF THE MOBILE AGENT SERVICE, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE MOBILE AGENT SERVICE.


Special Notice for Non-English Speakers:


The Mobile Agent Service is suited primarily for the use of English speakers and, therefore, this Agreement is written in English and is addressed to English speakers. If you are not proficient in English and feel that you cannot properly understand this Agreement, we recommend that you either retain the help of an English speaker to help you understand and accept the terms of this Agreement or, alternatively, refrain from installing or using the Mobile Agent Service. In any event, if you choose to install or Use the Mobile Agent Service, you will be bound by this Agreement and the Privacy Policy incorporated herein.


Notice for All Users:


By using the Mobile Agent Service, you get access to copyright information property of various owners including but not limited to MLS Boards, Brokers, Agents and other real estate content providers. The Mobile Agent Service may show you a limited number of ads that appear on your mobile device in a separate WAP (Mobile Internet) browser and/or in a Slider format similar to an Instant Messaging notification. The ads are based on keywords from SMS and website search terms and websites you visit. Once your phone is activated installed and running, you can access the Mobile Agent Service from your mobile phone, and you can cancel the service at any time by replying STOP, CANCEL, UNSUBSCRIBE or by opting out of the online admin tool. Please see Section 3 below for important terms and conditions regarding other software applications distributed by CellSigns.


1. Definitions.

"Mobile Agent Service" means (a) the mobile application (as described in Section 7), the Mobile Agent Website (as described in Section 8), the CellSigns Service or any other software or digital content owned and provided by CellSigns, Inc, that accompanies this Agreement; and (b) any bug fixes, upgrades, modified versions or updates to the Mobile Agent Service (collectively referred to as "Updates") that we subsequently provide to you. "Use," "Used" or "Using" means to access, install, download, copy or benefit from using the functionality of the Mobile Agent Service.

2. Owner of Computer; All Users Bound; Age Limitation; Software License.

You represent and warrant either that you are the owner of the computer and that you have authorized the download and installation of the Mobile Agent Service or that the owner of the computer has authorized you to do so. You agree, with respect to all users of the computer on which you have caused the Mobile Agent Service to reside, to provide a copy of these terms and conditions and to obtain their consent to these terms and conditions before allowing them to Use the Mobile Agent Service. Alternatively, if you have the legal right to accept this Agreement on behalf of one or more users of the computer on which you have caused or authorized the Mobile Agent Service to reside, then you hereby accept this Agreement on behalf of all such other users. You understand that the presence of the Mobile Agent Service on any computer is voluntary and that you may remove it at any time. You must be at least 18 years of age to Use the Mobile Agent Service. By accepting the terms of this Agreement and Using the Mobile Agent Service, you represent that you are over the age of 18. As long as you comply with, and subject to, the terms of this Agreement, CellSigns grants to you a non-exclusive, revocable license to Use the Mobile Agent Service, in binary executable form only, solely for the purposes described in this Agreement.

3. Other Software.

In addition to the Mobile Agent Service, you will also be given the opportunity to access, download and/or use the technologies, services and/or content owned by third parties (collectively, "Other Software"). If you choose to access or use such Other Software, you acknowledge and agree that your rights to such Other Software are governed solely by the license terms and conditions accompanying the Other Software. For example, you may be required to click and accept additional end user license terms ("Other EULA") prior to the download, installation, copying or use of such Other Software. The Other EULA governs your use of Other Software, and not the terms of this Agreement. However, such Other EULA shall not affect any terms in this Agreement or your use of the Mobile Agent Service. You further agree that CellSigns is not responsible for any loss or damage of any sort incurred as a result of your download, installation, or use of Other Software, and you hereby waive and hold CellSigns harmless from any losses arising under any claim you may have against CellSigns with respect to Other Software.

4. Restrictions.

You will: (a) not reverse engineer, disassemble or decompile the Mobile Agent Service or attempt to discover or recreate the source code to the Mobile Agent Service, except as otherwise required by applicable law, (b) comply with all applicable laws, including U.S. export control laws, in your Use of the Mobile Agent Service, (c) not make any modification, adaptation, improvement, enhancement, translation or derivative work of or to the Mobile Agent Service, (d) not remove, alter or obscure any proprietary notices (including copyright notices) of CellSigns or its licensors in the Mobile Agent Service, (e) not Use the Mobile Agent Service for purposes for which it is not designed, and (f) only Use the Mobile Agent Service for personal, non-commercial use.

5. Intellectual Property Rights.

The Mobile Agent Service is the intellectual property of, and owned by CellSigns and its licensors and suppliers. The structure, organization and code of the Mobile Agent Service are the valuable trade secrets and confidential information of CellSigns and its licensors and suppliers. The Mobile Agent Service is protected by copyright, including without limitation by United States copyright law, international treaty provisions and applicable laws in the country in which it is being used. Except as expressly stated herein, this Agreement does not grant you any intellectual property rights in the Mobile Agent Service by implication, estoppel or any other legal theory, and all rights not expressly granted in this Agreement are reserved by CellSigns and its assigns, licensors and suppliers.

6. Third Party Code; Notice and Attribution.

The Mobile Agent Service includes third party software subject to open source license terms, including, without limitation, the following applications: Google Maps. All rights are reserved by the licensors of such code and ownership is attributed as follows:

Google Maps: Copyright™ 1995-2008, http://maps.google.com, California, US.

Reference to copyright ownership is for attribution purposes only and in no event shall be deemed an endorsement by such owners of the Mobile Agent Service.

You acknowledge and agree that your right to use these publicly available components of the Mobile Agent Service is governed by the terms applicable to each application. In the event of any conflict with the express terms of this Agreement, the terms of such publicly available license shall control your use of the relevant application. In no event shall the Mobile Agent Service be deemed "open source" or "publicly available" software.

7. Important Information Regarding Mobile Agent Service.

If the Mobile Agent Service consists of (the "Mobile Agent Service"), then the following terms and conditions apply to you:

7.1. Functionality.

The Mobile Agent Service recognizes search terms, keywords and MLS IDs from your Internet browser and mobile phone to display relevant results, properties and contextual advertisements. These properties and advertisements may be displayed when logged on to your admin account and on your cell phone. The Mobile Agent Service utilizes your mobile phone number, email address and a password to collect information on your history Please refer to Section 12 (below) for further information about our privacy policies.

7.2. Display of Advertising.

The Mobile Agent Service starts when you search on your cell phone or when you log into the admin tool. By using the Mobile Agent Service you grant permission for CellSigns to periodically show you advertisements. The frequency of these advertisements (which will, for example or pop up on your screen in a separate browser) will be limited. Depending on Internet activity, active users may see a few ads per day; some may see more, some may see fewer. More generally, CellSigns does not permit ads promoting illegal products or illegal practices. If you believe you have received an ad that violates these prohibitions, please contact us at the web or street address listed in the last section of this EULA. We request that you enclose a screenshot of the ad (including its ad label) in your communication to us.

7.3. Identification of Advertisements.

The advertisements that the Mobile Agent Service presents are brought to you by CellSigns through a third party ad service and the Mobile Agent Service and not by the Web pages you may be viewing when the advertisements are displayed.

8. Important Information Regarding Mobile Agent Mobile Application. If the Mobile Agent Service consists of an on-deck mobile application, then the following terms and conditions apply to you:

8.1. Display of Advertising. By installing and/or using the Mobile Agent mobile application Software (if available), you grant permission for CellSigns to display a hyperlink on your phone through the installed application.

9. Uninstallation.

You understand and agree that the presence of the Mobile Agent Service on your computer is voluntary and that you may remove the Mobile Agent Service from your computer or phone at any time. Some Internet content and software publishers, including CellSigns, require that their users have certain of the Mobile Agent Service (including the Mobile Agent Service) installed on their mobile phone or mobile device in order to access their content or use their software applications ("Content Providers"). Uninstallation of such Mobile Agent Service may impact your ability to access such content and/or use such software.

10. Updates.

CellSigns, in its sole discretion, may provide you with Updates to the Mobile Agent Service as part of this Agreement. The Mobile Agent Service will automatically check with CellSigns for the existence of any Update that CellSigns has released, and in the event that one is available, the Mobile Agent Service will update itself automatically. Nothing herein shall be construed or interpreted as requiring that CellSigns provide Updates. CellSigns will not install any new software or Update that in our reasonable judgment has functionality that is materially different from the functionality of the previously installed Mobile Agent Service without your prior consent.

11. Disclaimer of Warranties and Remedies; Indemnity.

11.1. No Warranty; Disclaimer.

YOUR USE OF THE MOBILE AGENT SERVICE IS AT YOUR SOLE RISK. THE MOBILE AGENT SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CELLSIGNS, AND ITS LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CELLSIGNS, AND ITS LICENSORS AND SUPPLIERS, MAKE NO WARRANTY THAT (i) THE MOBILE AGENT SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE MOBILE AGENT SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MOBILE AGENT SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE MOBILE AGENT SERVICE WILL MEET YOUR EXPECTATIONS, OR (v) ANY ERRORS IN THE MOBILE AGENT SERVICE WILL BE CORRECTED. ANY OTHER SOFTWARE DOWNLOADED OR OTHERWISE OBTAINED VIA MOBILE AGENT SERVICE OR THE USE OF THE MOBILE AGENT SERVICE ARE OBTAINED AND USED AT YOUR OWN DISCRETION AND RISK AND CELLSIGNS EXPRESSLY DISCLAIMS ALL WARRANTIES IN AND TO SUCH OTHER SOFTWARE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE MOBILE AGENT SERVICE, INCLUDING OTHER SOFTWARE, IS OBTAINED AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CELLSIGNS OR THROUGH OR FROM THE MOBILE AGENT SERVICE SHALL CREATE ANY WARRANTY.

11.2. Limitation of Damages.

NEITHER CELLSIGNS NOR ANY OF ITS LICENSORS OR SUPPLIERS WILL HAVE ANY, AND YOU RELEASE CELLSIGNS AND ALL OF ITS LICENSORS AND SUPPLIERS FROM ANY, LIABILITY (WHETHER IN CONTRACT, WARRANTY, TORT, NEGLIGENCE OR OTHERWISE) FOR ANY DAMAGES SUSTAINED BY YOU ARISING FROM THE USE OR INABILITY TO USE THE MOBILE AGENT SERVICE OR THE OTHER SOFTWARE, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR LOSS OF DATA, SAVINGS, OR PROFITS OR THE COST OF PROCURING SUBSTITUTE GOODS, EVEN IF CELLSIGNS OR ANY OF ITS LICENSORS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL CELLSIGNS'S OR ANY OF ITS LICENSORS' OR SUPPLIERS' ENTIRE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED FIVE HUNDRED UNITED STATES DOLLARS ($500.00). THE LIMITATIONS IN THIS SECTION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY UNDER THIS AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Any representations made with respect to, and support or assistance offered by CellSigns in connection with, the Mobile Agent Service are offered by CellSigns only and not by any third party providing open source to CellSigns.

12. Use of Information.

By installing the Mobile Agent Service, you grant permission for CellSigns to collect and use certain information. You acknowledge that you have reviewed the CellSigns Privacy Policy, which describes CellSigns' practices with respect to the collection, use and disclosure of information in connection with your Use of the Mobile Agent Service. A copy of the Privacy Policy is available at http://www.cellsigns.com CellSigns reserves the right to change the provisions of its Privacy Policy from time to time. CellSigns will post any changes to the Privacy Policy at the web address in the preceding sentence. Your Use of the Mobile Agent Service following the posting of such changes to the Privacy Policy will constitute your acceptance of any such changes.

12.1. Infringement Reporting Procedure.

CellSigns shall not be responsible for Other Software and/or content hosted by non-CellSigns content providers. However, if you are aware of any infringing or illegal content hosted by a site that utilizes the Mobile Agent Service as an access control mechanism, please refer to Section 8 of CellSigns' Terms of Use located at http://www.cellsigns.com, and follow the instructions therein to report such infringing activities.

13. Compatibility.

CellSigns does not warrant that the Mobile Agent Service will be compatible with your mobile phone or device, hardware or other software installed on your computer system. Compatibility issues may cause your computer's or phone/device's performance to suffer. In the event that the Mobile Agent Service is not compatible with your hardware or other software installed, the Mobile Agent Service can be uninstalled if using the mobile application. Please refer to Section 9 (above) for detailed uninstall directions. Like all software, the Mobile Agent Service utilizes some of your computer's or phone/device's resources to run, including system memory and Internet connection. The online admin tool is compatible with Internet Explorer 6 and above and FireFox 2.01 and above and other popular browsers. Use of the Mobile Agent Service on a computer with inadequate system resources will cause such computer's performance to suffer.

14. User Representations and Warranties.

You acknowledge, represent and warrant that (a) you own the computer on which you are installing the Mobile Agent Service, or have the authority to install the Mobile Agent Service on such computer, phone or device; (b) your installation and/or Use of the Mobile Agent Service will not violate any local, state or federal laws that apply to you or to the Use or installation of the Mobile Agent Service; and (c) CellSigns is not causing the Mobile Agent Service to be installed on your computer, phone or device, but has provided the Mobile Agent Service to you, which you are installing of your own volition.

15. Indemnification.

You agree to defend, indemnify, and hold harmless CellSigns, its licensors and suppliers, and each of their respective officers, directors and employees, from and against any lawsuits, claims, losses, damages, fines and expenses (including attorneys' fees and costs) arising out of your use of the Mobile Agent Service or your breach of this Agreement.

16. Export.

You agree that the Mobile Agent Service may not be acquired, shipped, transported, exported, or re-exported (a) into (or to a national or resident of) any U.S. embargoed country or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders. By using the Mobile Agent Service, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.

17. Governing Law; Dispute Resolution.

This Agreement will be governed by and construed in accordance with the laws of the State of Pennsylvania, U.S.A., without regard to its choice of law principles to the contrary. Any controversy, dispute or claim arising out of or relating to this Agreement or breach thereof shall be resolved by binding arbitration administered by Judicial Arbitration and Mediation Services, Inc. pursuant to its Comprehensive Arbitration Rules and Procedure (the "Rules"), except as otherwise provided herein. Arbitration shall be the exclusive method of resolving any controversy, dispute or claim arising out of or relating to this Agreement. Any arbitration conducted hereunder shall take place in Philadelphia, Pennsylvania. Judgment on any arbitration award may be entered in any court having jurisdiction. The arbitrator's fee and other expenses of the arbitration process shall be shared equally. The parties shall bear their own respective costs and attorneys' fees. Pennsylvania law, to the extent permitted, shall govern all substantive aspects of the dispute and all procedural issues not covered by the Rules. Nothing in this section shall prohibit CellSigns from seeking injunctive relief before an appropriate court to the extent necessary to protect its rights pending resolution of the dispute in accordance with the foregoing provisions.

18. United States Government End Users.

If you are an end user acting on behalf of the United States Government ("U.S. Government"), the Mobile Agent Service is provided to you with restricted rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is CellSigns, Inc., 12 E Welsh Pool RD, Suite 100, Exton, PA 19341.

19. Miscellaneous.

This is the entire agreement between CellSigns and you relating to the Mobile Agent Service, and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Mobile Agent Service. If any part of this Agreement is held by a court to be illegal, invalid or unenforceable, it will not affect the validity of the balance of the Agreement, which will remain valid and enforceable according to its terms. This Agreement may only be modified by a writing signed by an authorized officer of CellSigns. If you violate any term of this Agreement, CellSigns may terminate this Agreement without waiving any other rights. This Agreement is assignable by CellSigns. You may not assign your rights and obligations under this Agreement.

20. Contact Us.

If you have any questions about the Mobile Agent Service, you should first consult our website http://www.cellsigns.com. This site includes links to company information, answers to frequently asked questions, and all of Mobile Agent's current policies. If you have further questions or concerns, please contact us at http://www.cellsigns.com or write to CellSigns Support, 12 E Welsh Pool RD, Suite 100, Exton, PA 19341.