DATA LICENSE AND SUBMISSION AGREEMENT

“You” or “Your” means the person accepting this Agreement by submitting an XML Feed, and the company with which that person is affiliated or employed. By submitting an XML Feed, You agree to bind Yourself and Your company to the terms and conditions of this Agreement. This is an Agreement between You and Mimbeo.com. This Agreement is effective as of the date You submit an XML Feed.

RECITALS

WHEREAS, Mimbeo operates an online vacation rental web site that, among other things, enables consumers to search for vacation rental information about properties for rent, or that have been rented (“Rental Content”), and where available, connect via hypertext links to Web sites of the vacation rental portals, or, as permitted herein, to Web sites owned or operated by rental management companies, and/or other Web sites authorized to display vacation rental information.

WHEREAS, the Rental Content received and displayed by Mimbeo on its Web site includes text, data and images about individual vacation rentals for rent or that have been rented. The Rental Content is provided to Mimbeo directly from owners, property managers or Web site operators via a direct data feed or manual submission. Mimbeo also may obtain the Rental Content by using Web Crawling software programs to index publicly accessible Web sites that have granted Mimbeo permission to do so. Mimbeo displays and delivers the Rental Content, together with other content and functionality derived from third party sources, to consumers at Mimbeo.com to assist them in their search for property to rent.

WHEREAS, You maintain, distribute, or aggregate Rental Content (“Your Rental Content”) about properties available for rent or lease from property owners or management companies.

WHEREAS, You permit Mimbeo to display Your Rental Content on Mimbeo.com and to redistribute or syndicate Your Rental Content to other Web sites that display vacation rental content to the general public.

AGREEMENT

NOW THEREFORE, You and Mimbeo (the “Parties”) agree that the foregoing Recitals are incorporated herein by reference and made a part of this Agreement, and You and Mimbeo further agree as follows:

1. License Grant from You to Mimbeo. By submitting Your Rental Content to Mimbeo, or by permitting Mimbeo to index Your Rental Content on Your Web site, You grant to Mimbeo a limited, non-exclusive, worldwide, sub licensable, royalty-free license and right (but not the obligation) to display, distribute, reproduce modify, store, deliver and otherwise use Your Rental Content, and any updates, additions, changes or modifications thereto, provided by You, other persons affiliated with Your Company, or directly by owners, builders, or managers of the rental properties included in Your Rental Content in Mimbeo’s services, and create derivate works based upon Your Licensed Content, which may be accessed by consumers through the Mimbeo.com Web site or any version of such, including mobile or wireless formats or applications. You agree to provide to Mimbeo a data feed of Your Rental Content from Your own computer servers. Alternatively, You authorize Mimbeo to index Your Web site to retrieve Your Rental Content. Mimbeo is further authorized to (1) display or deliver Your Rental Content to consumers through Mimbeo.com in conjunction with such other content or functionality supplied by Mimbeo or procured by Mimbeo from third parties, (2) permit operators of Web sites displaying vacation rental listing information to include functionality on such sites that enables visitors to those sites to conduct searches for, and view, Your Rental Content that appears on Mimbeo.com, including co-branded and mobile versions of Mimbeo.com, or Web sites of Mimbeo’s marketing partners that frame, or are framed by other Web sites, (3) at Mimbeo’s discretion, redistribute or syndicate Your Rental Content to other Web sites that display content about vacation rentals, (4) otherwise use Your Rental Content to promote, improve, or modify Mimbeo.com and for such other lawful purposes as Mimbeo deems appropriate and (5) continue to use Your Rental Content, including any of Your Rental Content pertaining to properties that have been rented after the termination or expiration of this Agreement for, among other things, rental analytics and research purposes.

2. Mimbeo’s Services to You. In consideration for the License granted in Section 1 above, Mimbeo agrees to provide consumers who view Your Rental Content on Mimbeo.com, or other sites as set forth in Section 1, with the ability to contact You or Your company representatives, or connect via a hypertext link to the page of Your Web site on which the Your Rental Content appears, if You provide such a hypertext link to Mimbeo.

3. Ownership of Mimbeo Site Materials. As between Mimbeo and You, You acknowledge and agree that Mimbeo owns all rights, title and interest in the Mimbeo.com Web site, any and all software, programs, codes, processes, and any other functionality contained in or on the Mimbeo.com Web site, and all of the content accessible on the Mimbeo.com site (“Mimbeo Site Materials”), other than Your Rental Content. You agree not to contest Mimbeo’s ownership claims, or disassemble, reverse engineer, license, sub-license, or re-license any of the Mimbeo Site Materials at any time, or assist or enable any other person to do so, without Mimbeo’s express written consent, which Mimbeo may withhold in its sole discretion.

4. Your Representations and Warranties. You represent and warrant to Mimbeo that (1) You are an operator of a Web site or company that displays or distributes information about vacation properties for rent, (2) You have all necessary power and authority to enter into this Agreement and perform all of Your duties and obligations as set forth herein, and to bind Your company to the terms of this Agreement, (3) You have full power and authority to carry out Your obligations hereunder, and knowingly agree to do so; (4) You are a party to a valid agreement with the owners of the properties that are included in Your Rental Content; (5) Mimbeo’s indexing of the Rental Content appearing on Your Web site through the use of Mimbeo’s “Web Crawling” software programs or Mimbeo’s receipt of a direct data feed containing Your Rental Content does not infringe upon the intellectual or proprietary rights or trade secrets of any third party, (6) Your Rental Content does not contain any libelous material or invade any person’s personal privacy rights, or violate any contracts, or rules or regulations to which You are a party, or are required to adhere, including but not limited to the Rules and Regulations of any Multiple Listing Service, (7) You own, or have secured all necessary licenses to, the intellectual property rights in and to Your Rental Content that is licensed to Mimbeo pursuant to this Agreement and Mimbeo’s use of Your Rental Content as permitted by You pursuant to this Agreement does not infringe upon the intellectual property rights of any third party, and (8) the Rental Content provided or made available by You to Mimbeo does not contain any viruses, bugs, or corruptions.

5. Limitation of Liability. Mimbeo shall not be liable to You for damages of any kind based upon the display, redistribution or syndication of Your Rental Content as permitted by this Agreement, whether in contact or tort, and whether or not Mimbeo has been advised of the likelihood of any such damages. Your sole remedy for Mimbeo’s breach of its obligations under this Agreement is termination of this Agreement pursuant to Section 7 below.

6. Disclaimers. Mimbeo does not make any warranties, express or implied, including any warranties of merchantability or fitness for a particular purpose concerning the operation of Mimbeo.com, or any other Web sites or pages on which Your Rental Content may appear or are accessible to consumers by reason of the rights granted to Mimbeo in Section 1 above. Without limiting the generality of the foregoing, Mimbeo does not warrant that the Mimbeo.com Web site or any other Web sites or pages to which Mimbeo may redistribute or syndicate Your Rental Content will be free of errors or operate without interruption. The Mimbeo.com Web site and the other Web sites or pages on which Your Rental Content may appear by reason of the rights granted to Mimbeo in Section 1 are operated on an “as is” and “as available” basis and Mimbeo does not make any warranties that the display of Your Rental Content on the Mimbeo.com Web site, or any other Web site or page pursuant the license granted to Mimbeo in Section 1 will result in the actual or potential sale or rental of any particular parcel of property. Mimbeo does not have any control over, and disclaims any responsibility or liability for, the operation of any Web sites that frame or are framed by Mimbeo.com, or to which Your Rental Content may be redistributed or syndicated by Mimbeo pursuant to this Agreement. The content of any terms of use agreements or privacy policies governing such other sites are determined by the operators of such Web sites and not by Mimbeo. Mimbeo shall retrieve Your Rental Content from Your Web site, or receive such Content through a data feed, in an “as is” condition and Mimbeo disclaims any duty or responsibility to You for the accuracy or timeliness of Your Rental Content as it appears on Mimbeo.com, or on any other site on which Your Rental Content is permitted to be displayed pursuant to this Agreement.

7. Term and Termination. The term of this Agreement shall continue indefinitely unless terminated by either Party upon fourteen (14) business days’ prior written notice to the other Party. Either Party may terminate this Agreement immediately upon written notice to the other Party in the event the other Party breaches any of its obligations, representations, or warranties under this Agreement. Upon termination of this Agreement for any reason, the License granted in Section 1 shall terminate immediate subject to Mimbeo’s right to continue to use Your Licensed Content provided to, or indexed by, Mimbeo prior to the date of termination as provided in Section 1.

8. Indemnity. You agree to defend, indemnify, and hold harmless Mimbeo from any damages of any type, equitable or legal remedies, judgments, fines, or penalties, including reasonable attorneys fees and litigation costs and expenses, asserted against Mimbeo by a third party based upon allegations that if proven to be true would constitute a breach by You of any of Your representations, warranties, or obligations under this Agreement. In the event of such a claim or demand subject to this Section, Mimbeo shall provide You with prompt written notice of such a claim or demand, and shall reasonably cooperate with You in the defense or settlement of any claim. You shall have the right to select and retain legal counsel, at Your sole expense, to defend or settle and claim or demand subject to this Section, provided that Mimbeo shall have the right to retain its own counsel, at its sole expense, to monitor the defense or settlement of any claim. You shall have the sole right to settle and compromise any claim or demand, provided that Mimbeo shall have the right to consent to any settlement or compromise that materially alters Mimbeo’s rights under this Agreement.

9. Assignment. You shall not have any right to assign this Agreement to any third party without the prior written consent of Mimbeo. Mimbeo shall have the right to assign this Agreement without Your consent to (1) a subsidiary, parent or related company of Mimbeo, (2) as part of the sale of all or substantially all of Mimbeo’s assets to a third party, or (3) as part of a merger or acquisition of Mimbeo by a third party.

10. Survival. Sections 1(5), 3, 4, 5, 6, 8, 9, 10, 11, 12, 13, 14, and 15 shall survive the termination of this Agreement for any reason.

11. Independent Contractor. The Parties agree that the relationship between them is an independent contractor relationship, and neither Party shall be deemed to be an employee of the other Party.

12. Governing Law; Jurisdiction; Venue; Attorneys Fees. The Parties agree that this Agreement shall be governed by the laws of the State of Minnesota without regard to any choice of law rules, and that the Parties duties and obligations under this Agreement may be carried out using electronic media and electronic stored information, as permitted by the Uniform Electronic Transactions Act (“UETA”) as adopted by the State of Minnesota. The Parties agree that any suit or petition filed by one Party against the other Party to enforce or interpret this Agreement shall be filed in the state or federal courts located in Minneapolis, Minnesota, and the Parties agree to waive any objection to the personal jurisdiction of such courts. The prevailing Party in such action or petition shall be entitled, in addition to any other relief deemed appropriate by the court, to an award of its reasonable attorneys’ fees, costs, and litigation expenses incurred in the prosecution or defense of such action.

13. Confidential Information. You and Mimbeo agree that “Confidential Information” shall mean any and all information identified in writing or orally by the other as “Confidential” or “Proprietary.” Confidential Information shall also include any information about a Party’s financial status or condition, its technology, software applications, source code and object code, actual or potential customers, clients, or subscribers, present or future business strategies or plans (including the terms of this Agreement), or actual or potential business partners, licensors, licensees, or joint venturers, whether or not such information is specifically is designated as Confidential Information by a party. A Party shall not disclose the Confidential Information of another party to any third person or entity without the express written consent of the other Party, for so long as this Agreement is in effect and for an additional two year period following termination of this Agreement. Neither Party will make use of the other Party’s Confidential Information except as permitted under the terms of this Agreement. Each Party shall take steps to protect the Confidential Information of the other party that are at least equivalent to the steps taken by that Party to protect its own Confidential Information but in any case not less than reasonable care. These confidentiality obligations shall not apply to any information which: (i) is or subsequently becomes available to the general public other than through a breach by the receiving Party; (ii) is already known to the receiving Party before disclosure by the disclosing Party; (iii) is developed through the independent efforts of the receiving Party; (iv) the receiving Party rightfully receives from a third Party without restriction as to confidentiality or use, or (v) is required to be disclosed by operation of law, or pursuant to a subpoena issued by a court, governmental agency, or duly authorized dispute resolution entity.

14. Force Majeure. Neither Party shall be deemed to be in default of or to have breached any provision of this Agreement as a result of any delay, failure in performance or interruption of service, resulting directly or indirectly from acts of God, acts of civil or military authorities, civil disturbances, terrorism, wars, strikes or other labor disputes, fires, transportation contingencies, interruptions in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophes or any other occurrences which are beyond such party’s reasonable control.

15. Prior Agreements Superseded. This Agreement supersedes any prior agreement between the Parties, which prior agreement shall be deemed null and void upon Your acceptance of this Agreement.

16. Description and Delivery of Rental Content. If You agree to provide Mimbeo with a data feed containing Your Rental Content, Your Rental Content shall consist of the following required fields of data to the extent available to You.

User ID, Category, Title, Description, Price, City, State, Bedrooms, Bathrooms, Max Occupancy, Picture URL

You will, wherever possible, also provide the following fields and the permission to use and publish them:

Phone Number, Handicap Accessibility, Amenities, Tags, Rental URL, Availability Calendar URL

You shall deliver Your Rental Content in the following manner:

You shall deliver Your Rental Content file via FTP or XML feed. In addition, Mimbeo has the right to index Your Web Site in a manner amenable to the technical departments of both Parties to obtain some or all of the required Rental data, such as thumbnail images.

You shall deliver Your Rental Content according to the following delivery schedule: You shall deliver an update of Your Rental Content as frequently as possible and at least on a 48 hour basis, a minimum of six (5) days and preferably seven (7) days per week except on national holidays. The delivery must be completed before 8:00 AM Pacific Time per day. Photos should be delivered daily with Your Rental Content, and must be delivered/updated at a minimum of once weekly. The delivery schedule may be modified by Mimbeo with thirty (30) days prior written notice to You.

If You are not able to comply with the Rental Content format, delivery mechanism, or delivery frequency as set forth above, You shall immediately notify Mimbeo to arrange alternative methods for delivery of Your Rental Content.

You will provide Mimbeo with a technical contact that can be reached via e-mail and telephone to resolve issues as they arise.

In the event that You wish to add or remove fields, change the format or possible values of a field, or change the way that data that is delivered, Your technical contact will notify Mimbeo’s technical contact to discuss such proposed changes. The proposed changes shall be made upon mutual agreement of the Parties.

Mimbeo shall replace or update Your existing Rental Content with Your most recent Rental Content every forty-eight (48) hours.

17. Modification Provision. Mimbeo reserves the right to change or modify any provisions of this Agreement, at any time in our sole discretion and without liability to you. Any such changes or modifications will be effective immediately upon posting of revisions on Mimbeo’s Web site. By continuing to (1) submit Your Rental Content to Mimbeo or (2) permit Mimbeo to index Your Rental Content, following the posting of such changes or modifications, constitutes your acceptance thereof. Therefore, you should frequently review this Agreement on Mimbeo’s Web site in order to understand the terms and conditions applicable to your submission of Your Rental Content to Mimbeo and your permission to allow Mimbeo to Index Your Rental Content. If you do not agree to any changes or modifications to this Agreement, your sole recourse is to stop submitting Your Rental Content to Mimbeo and/or permitting Mimbeo to index Your Rental Content.

18. Severability. If any provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of this Agreement will nonetheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.