Terms Of Use




ReadyClassifieds.com

Proprietary Software & Content

“Non-Exclusive” Lease Agreement

This Agreement (the “Agreement”), entered into on the day of your purchase of the ReadyClassifieds.com Network Website, (the “Effective Date”) is entered into by and between, Click Busy Media, Inc., a California corporation, ReadyClassifieds.com, and their subsidiaries, agents, partners, and affiliates (hereinafter “Lessor”) on the one hand; and YOU (hereinafter “Lessee”) on the other hand; individually referred to as Party and collectively the Parties:

WHEREAS, Company is a web-based software developer and has developed proprietary system of Turnkey Classifieds Websites [hereinafter “Network Website(s)”] that Company wishes to lease to independent operators;

WHEREAS, Lessee is an individual who wishes to lease and become an independent operator of one of Company’s Network Websites;

NOWTHEREFORE, this Agreement sets forth the understandings of the Parties with regards to Participant’s lease and operation of the Network Website.

  1. Term

    1. The Term of this Agreement shall commence on the Effective Date and the original and non-cancellable term of this Lease shall continue for three (3) months from the Effective Date. Thereafter, the Agreement shall continue on a month-to-month basis until either Party cancels it with a thirty (30) day written notice.

  1. Lease

    1. Lessor leases to Lessee and Lessee hereby accepts and takes from Lessor the personal property consisting of the Network Website, which shall include all hosting, software upgrades, and bug maintenance as shown in Exhibit A (hereinafter referred to as the "Software"). The Network Website is and shall at all times be and remain the sole and exclusive property of the Lessor and Lessee shall have no right, title or interest therein or thereto except as to the “non-exclusive” use thereof subject to the terms and conditions of this Lease Agreement.

  1. Payments

    1. During and before the original term of the Lease, Lessee hereby agrees to pay rent to Lessor in the “now-current” published amount per month, without deduction or setoff. All payments shall be made via a valid credit card on an automated, recurring basis. Lessee shall at all times, provide Lessor with a valid credit card and the necessary authorization form permitting Lessor to charge Lessee’s credit card for the above-stated amount.

  1. Lessee’s Acceptance of the Network Website

    1. Lessee's execution of this Agreement acknowledges that the Network website set forth above was received and installed and is in good and operable condition and that Lessor has fully and satisfactorily performed all covenants and conditions to be performed by it under this Lease Agreement in accordance with Exhibit A.

  1. Profit Sharing

    1. This Lease Agreement is subject to the Profit Sharing Provisions of Exhibit B attached hereto.

  1. Limited Warranty

    1. Lessor makes no warranties (express, implied, or statutory) with respect to the Network Website and the accompanying written materials including, but not limited to, any implied warranties of merchantability or fitness for a particular purpose. In no event will Lessor be liable to Lessee for any direct or indirect damages including loss of profits, lost savings, loss of data, or other special incidental or consequential damages arising out of Lessee's use of or inability to use the Software. In no event, will Lessor's liability exceed the amount of the lease payments charged.

  1. Limitations to Right of Use

    1. Lessee covenants and agrees not to copy, rent, sublease, license, transfer, donate, commercially exploit, reverse engineer, decompile, disassemble (or allow the same to occur) the Network Website or underlying technology, software, or code, or any part thereof.

  1. Indemnity

    1. Lessee shall indemnify and hold Lessor harmless of and from any and all claims, losses, liabilities (including negligence, tort and strict liability), damages, judgments, suits or legal proceedings, including court costs, expenses and reasonable attorneys' fees, related to the use of the Network Website, provided however that Lessor shall indemnify and hold Lessee harmless to the same degree expressed herein from any claim that Lessee's use of the Network Website violates the intellectual property rights of another.

  1. Title

    1. The Network Website and the underlying technology, software, and code, shall remain personal property of and the title thereto shall remain with the Lessor at all times. Lessee shall keep the Network Website free from any and all judgments, liens and encumbrances. Lessee shall give Lessor immediate notice of the attachment or other judicial process, lien or encumbrance affecting the Network Website and shall indemnify and save Lessor harmless of and from any loss or damage caused thereby.

  1. Confidentiality

    1. During the course of this Agreement, either party may have or may be provided access to the other's proprietary items or confidential information ("Confidential Information"). Each party agrees to maintain the confidentiality of the other's Confidential Information in accordance with this provision and any separate nondisclosure agreement that expressly references the disclosure(s) between Lessor and Lessee. At a minimum, each party agrees that it shall not make the other's Confidential Information available to any third party without the written consent of the other and that title and ownership of the Confidential Information provided by one party to the other shall remain the exclusive property of that party who has the right to possess the Confidential Information.

  1. No-Waiver

    1. Lessor's failure at any time to require strict performance from Lessee of any of the provisions hereof shall not waive or diminish Lessor's right thereafter to demand strict compliance therewith or with any other provision. Waiver of any default shall not waive any other default. Lessor's rights hereunder are cumulative and not alternative.

  1. Possession of the Network Website

    1. Lessor covenants to and with Lessee that Lessor is the lawful owner of said Software and that conditioned upon Lessee's performance of the conditions herein, Lessee shall peacefully and quietly hold and use the Software during the term of this Lease without hindrance.

  1. Default

    1. If Lessee fails to pay any payment or other amount herein provided within seven (7) days after the same is due and payable; or if Lessee fails to observe, keep or perform any other provision of this Lease required to be observed, kept or performed by Lessee; or if a petition is filed by or against Lessee under the Bankruptcy Act or any amendment thereto (including a petition for reorganization or an arrangement); or if a receiver is appointed for Lessee and its property; or if Lessee commits an act of bankruptcy, becomes insolvent, makes an assignment for the benefit of creditors, or offers a composition or extension of any of its indebtedness; or if Lessee, without Lessor's prior consent, attempts to alter, modify, translate, decompile, disassemble, copy, sell, trade, transfer, encumber, pledge, sublease or in any way dispose of the Software, then Lessor or its agents shall have the right to exercise any one or more of the following remedies:

      1. Declare the entire amount of the rent hereunder immediately due and payable without notice or demand to Lessee.

      1. To demand and take possession of the Network Website without demand or notice where ever the same may be located, with or without court order. Lessee herby waives any and all damages occasioned by such retaking of possession of such Network Website. Any said taking of possession shall not constitute a termination of this Lease and shall not relieve Lessee of its original obligations under this Lease unless Lessor expressly so notifies Lessee in writing.

    1. Additionally, Lessor shall have upon default such other and further remedies and rights as may be available at law by reason of the Lessee's default.

  1. Attorney’s Fees

    1. In the event either the Lessor or Lessee is required to retain the services of any attorney to enforce their rights under this Lease, and the same results in legal action being filed, then the prevailing Party shall be entitled to all reasonable and necessary attorneys' fees, court costs and disbursements.

  1. Assignment

    1. Lessee shall assign any rights or obligations herein with regard to this Lease without the written consent of the other party.

  1. Binding Agreement

    1. This Lease shall be binding upon the Lessee and its heirs, legal representatives, successors and assigns and shall inure to the benefit of the Lessor, its successors, legal representatives and assigns.

  1. Governing Law

    1. This Agreement shall be deemed to be made and executed in Los Angeles County, and shall be interpreted and enforced in accordance with the laws of the State of California.

  1. Severability

    1. If any provision hereof or any remedy herein provided for is invalid under any applicable law, such provision shall be inapplicable and deemed omitted. However, the remaining portions herein, including remaining default remedies, shall be given full force and effect in accordance with the intent of this document.

  1. Entire Agreement

    1. This Agreement and the related Exhibits contain the entire agreement between the parties hereto with respect to the subject matter contained herein. There are no other agreements, written or unwritten, that shall bind the parties.


Exhibit A

ReadyClassifieds.com

Proprietary Software & Content

“Non-Exclusive” Lease Agreement

The following defines the services included as a part of the Classifieds Network Website

  1. Web Hosting – Lessor shall provide Lessee, at not additional cost to Lessee, unlimited web hosting services for the Classifieds Network Website during the Term of the above-referenced Agreement.

  1. Bug Fixes – Lessor shall make reasonable efforts to fix any and all bugs on the Classifieds Network Website at no additional cost to Lessee.

  1. Technical Support – Lessor shall provide Lessee with Technical Support via email as needed throughout the Term of the above-referenced Agreement.

  1. Customer Support – Lessor shall provide Lessee with Customer Support via email as needed throughout the Term of the above-referenced Agreement. Telephone support will be available during normal business hours, Monday – Friday between the hours of 9 AM to 5 PM PST.


Exhibit B – Profit Sharing Breakdown

ReadyClassifieds.com

Proprietary Software & Content

“Non-Exclusive” Lease Agreement

  1. Paid Listings

    1. Definition: For purposes of the above-referenced Agreement, Paid Listings shall mean any “classified listings” in categories that are NOT FREE, and require an automated payment in the form of a credit card or similar payment method, in order for the listing to be published on Lessee’s Classifieds Network Website.

      1. Examples: An example of a Paid Listing includes the “Job Listings” category. In addition, any upgrade from a standard FREE listing to a “Featured PAID Listing,” also qualifies as a Paid Listing.

    1. Profit Sharing: For any Paid Listings generated through Lessee’s Classifieds Network Website, Lessee shall be paid fifty percent (50%) of the gross-revenue earned from that listing.

      1. Examples: If a member of Lessee’s Classifieds Network Website pays for a Job Listing (which is currently priced at $9.95 per month per listing) Lessee will receive $4.98 per listing per month.

    1. Lessor Rights: Lessor hereby reserves all rights to determine, in its sole and absolute discretion, which categories or sub-categories will be converted to Paid Listings and what the pricing will be for such Paid Listings.

  1. Banner Advertising

    1. Definition: For purposes of the above-referenced Agreement, Banner Advertising shall mean any “animated or static graphic image or banner” as commonly known, placed in any one or all of the pre-designated spaces on Lessee’s Classifieds Network Website.

    1. Delivery Methods: Currently there are two (2) delivery methods for banners on Lessee’s Classifieds Network Website. 1) Adsense Banners provided by Google® or a similar ad serving program; and 2) Custom Banners sold by Lessee with design and placement provided by Lessor.

      1. Google® Adsense Banners: If Lessee is successful in obtaining Lessee’s own account with Google® for an Adsense account, Lessee shall keep one-hundred percent (100%) of revenues generated by “click-throughs” from visitors to Lessee’s Classifieds Network Website.

        1. Google® Adsense Defined: AdSense is an ad serving application run by Google Inc. Website owners can enroll in this program to enable text, image, and video advertisements on their website. These advertisements are administered by Google and generate revenue on a pay-per-click basis.

        1. Click-Through Defined: For purposes of the above-referenced Agreement, a “click-through” is the physical act of clicking on a banner advertisement and being forwarded to the advertiser’s website.

        1. Google® Adsense Account Qualification: Lessee is solely responsible for applying and qualifying for a Google® Adsense Account. Lessee hereby agrees and understands that Lessor does not control the Google® Adsense Application or Qualification process and makes no guarantees to Lessee that Lessee will qualify for a Google® Adsense Account.

      1. Custom Banners: For every Custom Banner that Lessee sells on Lessee’s Classifieds Network Website, the Profit Sharing schedule shall be as follows:

        1. For banners on the “Home Page” – Lessor shall receive $100 for the top banner and $75 each of the right-side banners, per month, per banner. Lessee shall receive 100% of the remaining revenue.

        1. For banners on “Secondary Pages” (all the remaining pages) Lessor shall receive $75 for the top banner and $50 for each of right-side banners, per month per banner. Lessee shall receive 100% of the remaining revenue.

        1. Custom Banners Defined: For purposes of the above-referenced Agreement, Custom Banners shall mean any banner advertisement sold by Lessee, to a client of Lessee, at a fixed rate, for a fixed period of time, with the graphics of the banner provided by the advertiser and placed on Lessee’s Classifieds Network Website by Lessor.

  1. Excluded Areas

    1. Select, pre-designated areas of the Classifieds Network Website are excluded from profit sharing and all revenues generated from advertising in these areas shall belong to Lessor.

    1. Currently the only “Excluded Areas” are those inside the Results Pages. From time to time Lessor will include ads throughout the Results Pages that are controlled and operated by Lessor or any of Lessor’s partners. All revenues generated from click-throughs on such advertisements shall belong to Lessor and will not in any way be shared with Lessee

    1. Results Pages Defined: The Results Pages are those pages that are dynamically generated when a visitor to Lessee’s Classifieds Network Website conduct sa search in any category or sub-category, or by clicking the “Find It” button. The results that are returned by the website are considered the Results Pages. In addition, once a visitor finds and item they are looking for and clicks on the listing, the page that loads with the sellers information is also considered a Results Page.