MEMBERSHIP AGREEMENT

BETWEEN:
(1) Anyspacedirect.co.uk Limited, a company registered in England at Chester House, Kennington Park Business Centre, 1-3 Brixton Road, London, SW9 6DE, with registered company number 7117982 (“Anyspacedirect”); and
(2) the company whose details are included in the Member’s Details Form (“Member”);

RECITALS:
(A) Anyspacedirect intends to develop, design and manage a website which advertises and markets commercial property.

(B) Member owns and/or manages commercial property and wishes to make details of such commercial property available on Anyspacedirect’s website.

(C) In consideration of the rights and obligations set out in this Agreement, Member agrees to make content available pursuant to the terms and conditions set out in this Agreement.

THE PARTIES AGREE AS FOLLOWS:

1. DEFINITIONS
(a) In this Agreement, unless the context requires otherwise, the following expressions have the following meanings:
Agreement” means this agreement , Schedule 1, the Member’s Details Form and the Confirmation Email;

Automated Data Feed” means the data feed which permits Member to upload and update Licensed Content on the Website, as more particularly described in the Technical Specifications;

Commencement Date” means the date that the Member receives the Confirmation Email;

Confirmation Email” means the email sent at Anyspacedirect’s sole discretion, by Anyspacedirect to Member indicating acceptance of this Agreement;

Fee” means the amount set out in Clause 12, which is payable by Member to Anyspacedirect pursuant to Clause 12;

Insolvency Event” means any of the following: (i) the issue of a petition for winding-up which is not dismissed within 28 days of its issue; or (ii) the making of an order or an effective resolution being passed for winding up except for the purpose of a solvent reconstruction or amalgamation; or (iii) the making of an order for the appointment of a receiver, administrator, trustee, liquidator, manager or similar person; or (iv) an encumbrancer, receiver, manager, administrative receiver or other similar person taking possession of the whole or any part of a party’s undertaking, property or assets; or (v) the making of (or a proposal to make) a composition or a scheme of arrangements with creditors generally;

Intellectual Property Rights” means any and all patents, trade marks, service marks, designs, utility models, unregistered trade marks, business or trade names (including Internet domain names and e-mail addresses), designs, copyright (including copyright in broadcasts, computer software and databases), semi-conductor topography rights, database rights and design rights, inventions (including improvements on or additions to inventions), discoveries, know-how and all other intellectual and industrial property and rights of a similar or corresponding nature;

Licensed Content” means the details of commercial property owned/and or managed by Member which Member intends to make available on the Website;

Member’s Details Form” means the form at the URL www.[ ] completed by the Member prior to accepting this Agreement;

Technical Specifications” means the technological functionality of the Website as notified by Anyspacedirect to Member from time to time;

Term” has the meaning set out in clause 6(a);

Territory” means the world; and

Website” means the website with url www.anyspacedirect.co.uk.

(b) The headings included in this Agreement are for ease of reference only and shall not affect the interpretation or construction of this Agreement.

2. OFFER AND ACCEPTANCE
When a Member submits the Member’s Details Form and accepts the terms of this Agreement such submission will constitute an offer by the Member. Anyspacedirect will accept the offer by sending the Confirmation Email, whereupon that Member is accepted as a member of the Website entitled to make Licensed Content available on the Website..

3. GRANT OF LICENCE
In consideration of the Fee, Member hereby grants to Anyspacedirect a non-exclusive, sub-licensable, royalty-free licence during the Term throughout the Territory to store and reproduce the Licensed Content on Anyspacedirect’s servers (or the servers of a third party with whom Anyspacedirect has a contractual relationship) as necessary to operate the Website.

4. ANYSPACEDIRECT’S OBLIGATIONS
(a) Subject to Member complying with all of its obligations pursuant to this Agreement, Anyspacedirect shall, at its cost and during the Term use reasonable commercial endeavours to develop, design, host, operate and manage the Website.

(b) Anyspacedirect shall be responsible for controlling, serving, programming and selling all advertising inventory on the Website and shall retain one hundred percent (100%) of all revenue associated with such advertising.

(c) Anyspacedirect will market the Website to prospective sellers, buyers and renters located in the UK as it sees fit.

(d) Anyspacedirect shall use reasonable commercial endeavours to ensure that it does not alter or edit any Licensed Content in such a way as to misrepresent any of the information contained in it.

(e) Anyspacedirect shall notify Member of changes to the Technical Specifications and/or format in which Member must provide Licensed Content at least thirty (30) days in advance, except where changes are essential to the proper operation of the Website, in which case Anyspacedirect will notify Member as soon as reasonably practicable.

5. MEMBER’S OBLIGATIONS
(a) Member shall pay the Fee to Anyspacedirect pursuant to Clause 12.
(b) Member agrees to comply with the terms set out in Schedule 1, which shall be deemed incorporated into this Agreement.
(c) Member shall, at its cost and during the Term:
(i) utilise the Automated Data Feed or the manual upload process (each as described in the Technical Specifications) to make available the Licensed Content on the Website; and
(ii) maintain and update the Licensed Content on the Website and, throughout the Term, ensure that the Website accurately reflects Member’s portfolio of properties.
(d) Member shall be responsible for all costs related to encoding, uploading, delivering and maintaining the Licensed Content on the Website.
(e) Member hereby grants to Anyspacedirect the non-exclusive right during the Term to copy, communicate to the public, use and otherwise exploit Member’s company name, logos and branding solely in order to promote and market the Website.

6. TERM AND TERMINATION
(a) Unless terminated earlier pursuant to this Clause 6 or Clause 12(b), this Agreement: (i) shall commence on the Commencement Date and shall continue for one (1) year; and (ii) on each anniversary of the Commencement Date, will automatically renew for a further period of one (1) year. Notwithstanding Clause 6(c), upon a party providing the other party with written notice, this Agreement shall terminate on the next anniversary of the Commencement Date after such notice is given (the “Term”).

(b) A party may terminate this Agreement immediately by written notice if the other party: (i) commits a material breach of this Agreement and does not remedy such breach within seven (7) days of receipt of notice of the breach from the non-breaching party; or (ii) suffers an Insolvency Event.

(c) Anyspacedirect may terminate this Agreement by thirty (30) days’ written notice for any reason and, (except where such termination was a result of breach of this Agreement by Member), in such event Anyspacedirect will refund Member on a pro-rata basis based on: (i) the Fee already paid by Member; and (ii) the period during which the Licensed Content is not available on the Website as a result of Anyspacedirect’s termination of this Agreement.

7. INTELLECTUAL PROPERTY RIGHTS
(a) The parties acknowledge and agree that Intellectual Property Rights created, licensed or owned by or on behalf of either party (including, in the case of Anyspacedirect, the domain name associated with the Website) are owned exclusively by the party that created them and that neither party has any right, title or interest in the other party’s Intellectual Property Rights.

(b) Member hereby grants to Anyspacedirect a non-exclusive licence during this Agreement (including the right to sub-license) to use Member’s Intellectual Property Rights (including Member’s trademarks and logos) for the purposes only of co-operating with Member to make Licensed Content available on the Website or in respect of the marketing, promotion and maintenance of the Website.

(c) At the date of this Agreement, each party acknowledges that it has no intention of developing, generating, tailoring, or creating jointly with the other party any Intellectual Property Rights. If any Intellectual Property Rights are jointly developed, generated, tailored or created during the Term, the parties shall execute all further documents as may be appropriate.

8. REPRESENTATIONS AND WARRANTIES
(a) Member represents and warrants to Anyspacedirect that:
(i) Member is a owner and/or a manager of the commercial properties described in the Licensed Content and is entitled to enter into and grant the licences set out in this Agreement;
(ii) the properties described in the Licensed Content are not located outside the United Kingdom;
(iii) any images of properties shown on the Website will accurately reflect the physical nature of such property and the use by Anyspacedirect of the Licensed Content shall not infringe the rights of any third party;
(iv) it will not infringe the Intellectual Property Rights or any other rights in any jurisdiction of any third party in fulfilling its obligations or exercising its rights under this Agreement;
(v) the Licensed Content will not be defamatory, false, illegal, obscene, hateful or discriminatory or violate any applicable law or regulation;
(vi) it will comply with all applicable law and regulation as amended or updated from time to time;
(vii) Member shall use all reasonable endeavours to ensure that no unauthorised computer program code, computer virus, computer worm, ‘trojan horse’, authorisation key, licence control utility, software lock or other form of destructive code or program is introduced by or through the fault of Member to the Website.

(b) Anyspacedirect warrants and represents to Member that it is authorised to enter into this Agreement.

(c) Member shall indemnify and keep Anyspacedirect fully and effectively indemnified from and against all costs (including reasonable legal costs), expenses, liabilities, losses, damages, claims or demands and judgements incurred or suffered by Anyspacedirect as a consequence of a breach by Member of its representations, warranties, obligations or undertakings under this Agreement.

9. CONFIDENTIALITY
(a) The terms of this Agreement (and its existence) and all information and materials concerning a party’s business and marketing plans, technology, rates, customers, products or services that are confidential and have substantial value to such party which would be impaired if it were disclosed to third parties or used for any purposes except as expressly permitted by this Agreement shall be kept strictly confidential by both parties unless otherwise required by law or the valid order of a court of any competent jurisdiction, in which event the disclosing party shall notify the other party as promptly as possible (and, if at all possible, prior to the making of such disclosure) and shall also use its reasonable endeavours to ensure that such information continues to be treated as confidential.

(b) Neither party shall make any public announcement or statement about this Agreement or its existence without the prior written consent of the other party.

10. LIMITATION OF LIABILITY
(a) This clause 10 sets out the entire liability of each party to the other and except as set out in clause 10(c) all other liability is excluded.
(b) The parties’ liability to each other for death, personal injury, fraudulent misrepresentation or any other liability that cannot be excluded by law shall not be limited.
(c) Except in the case of any breach by Member of clauses 8 or 9 (in which case the liability shall not be limited in any way), neither party shall have any liability to the other in respect of any of the following losses or damages (whether such losses or damages are direct, indirect, consequential or otherwise):
(i) loss of actual or anticipated profits;
(ii) loss of goodwill;
(iii) loss of revenue, loss of use of money or loss of anticipated savings.

11. DATA
(a) Any information relating directly or indirectly to customer registration or viewing behaviour (“Data”) gathered by either Anyspacedirect or Member pursuant to this Agreement shall be retained and owned by Anyspacedirect. To the extent Member acquires any right, title or interest in or to Data, Member hereby assigns such right, title and interest to Anyspacedirect.
(b) Anyspacedirect grants Member during the Term a non-exclusive, non-transferable licence to use the Data solely in connection with exploiting Licensed Content.
(c) Member shall maintain a compliant privacy policy and data protection program during the Term.
(d) Member warrants that it will comply with all applicable law and regulation pertaining to data protection.

12. FEE AND PAYMENT TERMS
(a) Member shall pay to Anyspacedirect an annual Fee of £(to be confirmed), exclusive of VAT. If the Fee has been paid and Member subsequently validly terminates this Agreement early, Anyspacedirect shall repay the appropriate amount to Member pursuant to a pro-rated calculation based on the Commencement Date, or anniversary of the Commencement Date, and the date on which this Agreement terminates.
(b) Anyspacedirect shall be entitled to vary the Fee on each anniversary of the Commencement Date provided that: (i) a minimum of thirty (39) days prior to implementing any such variation, Anyspacedirect provides Member with notice of such variation; and (ii) within thirty (30) days of receipt such notice Member shall be entitled to terminate this Agreement immediately upon written notice to Anyspacedirect.
(c) Member shall pay the Fee to Anyspacedirect within ten (10) days of receipt of an invoice from Anyspacedirect by direct debit or such other payment method as directed by Anyspacedirect.
(d) If Member fails to pay the Fee pursuant to Clause 12(a), Member shall pay to Anyspacedirect interest on the outstanding balance at three percent (3%) above the prevailing base rate of NatWest Bank plc per month.

13. GENERAL PROVISIONS
(a) All notices or other communications required under this Agreement shall be sent by post or email to the relevant party at the addresses as notified by each party to the other and shall be deemed to have been served three days after the date that the notice is sent.
(b) No variation of this Agreement shall be effective unless it is in writing and signed by an authorised representative of each of the parties.
(c) In addition to the provisions expressly set out in this Agreement, both parties shall, and shall procure that its employees and authorised sub-contractors shall, at the request of the other party, do and execute and perform all such further deeds, documents, assurances, acts and things as may be reasonably required to give effect to this Agreement.
(d) If any term of this Agreement is held to be unenforceable in whole or in part, that term shall to the extent necessary be deemed not to form part of this Agreement but the enforceability of the remainder of such term and of the remainder of this Agreement shall not be affected.
(e) The failure by Anyspacedirect to enforce any term of this Agreement shall not be considered to be a waiver of the right to subsequently enforce any such term.
(f) The relationship between Member and Anyspacedirect is of licensor and licensee and nothing in this Agreement shall be construed to constitute the parties as principal and agent, employer and employee, franchisor and franchisee, partners, joint venturers, co-owners, or otherwise as participants in a joint undertaking.
(g) This Agreement constitutes the entire agreement of the parties and supersedes any previous arrangements between the parties. Neither party has relied on any oral or written representation of the other party regarding this Agreement.
(h) Anyspacedirect may assign any of its rights and obligations under this Agreement without approval to any affiliated company. Without prejudice to the previous sentence, neither party may assign or otherwise transfer this Agreement (whether in whole or in part) or any of its rights and obligations under this Agreement, to any third party without the prior written consent of the other party.
(i) No person who is not a party to this Agreement may enforce any term of it and the provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply.
(j) This Agreement and any non-contractual obligations or liabilities arising out of or in connection with its performance shall be governed by, enforced and construed in accordance with English law. The parties are deemed to have irrevocably submitted to the exclusive jurisdiction of the English courts to settle any disputes or claims which may arise in connection with this Agreement.

IN WITNESS OF WHICH the Member or its authorised representatives have agreed to the terms of this Agreement on the date set out above by clicking the “I Agree” button below.

Anyspacedirect will agree to the terms of this Agreement by sending the Confirmation Email.

01/11/2010