LICENSE AND SERVICES AGREEMENT

READ CAREFULLY: MONEY TREE LEAD SYSTEMS, LLC/DBA CLOZINGS LICENSES SOFTWARE AND OTHER LICENSED MATERIALS ONLY ON THE CONDITION THAT LICENSEE ACCEPTS ALL OF THE TERMS CONTAINED OR REFERENCED IN THIS AGREEMENT.

If Licensee is unwilling to accept this Agreement, or you do not have the right, power and authority to act on behalf of and bind such entity or yourself as an individual (if there is no such entity), DO NOT SELECT THE “I ACCEPT” BUTTON OR OTHERWISE CLICK ON ANY BUTTON OR OTHER MECHANISM DESIGNED TO ACKNOWLEDGE AGREEMENT, AND DO NOT INSTALL, DOWNLOAD, ACCESS, OR OTHERWISE COPY OR USE ALL OR ANY PORTION OF THE MONEY TREE LEAD SYSTEMS, LLC/DBA CLOZINGS MATERIALS.  

  1. OVERVIEW. Money Tree Lead Systems, LLC/dba Clozings, hereinafter referred to as “Licensor”, has developed the Clozings online real estate marketing platform, which consists of proprietary computer software, content and services (the “Platform”), specifically with you in mind. You, (hereinafter referred to as “Licensee”) wish to license from Licensor software and content of the Platform and use the services of the Platform under the terms and conditions of this License and Services Agreement (“Agreement”). Licensor grants you this right only under the specific condition that you read and accept all the terms and conditions contained herein. By clicking “I accept” you are unconditionally accepting and agreeing to these terms and conditions.

  1. LICENSE. For the duration of this Agreement, and in consideration of timely and full payment of any applicable fees as defined herein and amended from time to time, Licensor grants to Licensee an exclusive, as defined herein (zip code only), non-transferable license to access and use the Platform, including its software and content, pursuant to the terms of this Agreement (the “License”). The License may not be resold, leased, sublicensed or distributed, accessed or used by any other party or for any other purpose without Licensor’s prior written approval. No implied licenses are granted, and Licensor reserves all rights not expressly granted herein.

  1. SERVICES. As part of the Platform, Licensor will also provide the following services (“Services”) for the duration of this Agreement and any renewals thereof:

  1. Hosting. Licensor will host Licensee’s Platform. While Licensor will make every effort to prevent, as much as possible, interruptions or other technical problems to the Platform, Licensor makes no warranty, express or implied that the Platform will be completely free of interruption or will not be subject to other technical problems.

  1. “Exclusive” is defined as the Licensee receiving an exclusive advertising campaign designed and paid for by Licensor providing leads to only that Licensee.

  1. Licensor Provided Leads: Number of leads generated per month can vary and is subject to a variety of fluctuating factors, Licensor makes no warranty either express or implied regarding the viability of these leads.

  1. Should Licensee abandon the system and/or otherwise become in a state of non-use or choose to cycle a lead voluntarily, the Licensor reserves the right to then cycle unused leads without affecting Licensee’s status of “Exclusive.”

  1. Marketing shall have no warranty or guarantee of any kind from Licensor including, but not limited to, lead validity; results, amount or performance.

  1. FEES AND AUTOMATIC BILLING. Licensee will provide a credit card or authorization for Electronic Funds Transfer (EFT) for automatic billing of the monthly Clozings Fees and any other ancillary fees that Licensee has signed up for, each month throughout the Term of this Agreement. The credit card will be charged, or the EFT will be drawn every thirty (30) days beginning on the effective day of the Agreement.  These fees are recurring and are due even in the absence of an invoice from the Licensor. Licensee shall be responsible for the payment of any applicable sales, use taxes, value added or similar taxes payable with respect to Service, or arising out of or in connection with this Agreement. In the event Licensor pays any such taxes on behalf of Licensee, Licensee shall reimburse Licensor for such taxes, including any penalties and interest, as well as any costs associated with the collection or withholding thereof including attorney fees. Licensee agrees and expressly understands that all fees paid are non-refundable.

  1. INTELLECTUAL PROPERTY. Subject to the rights granted in this Agreement, Licensor retains all right, title and interest in and to the Services, all underlying technology, software and other intellectual property incorporated in and/or used to deliver the Service, all modifications, enhancements and improvements of and all derivative works based upon the foregoing, any and all methods, business rules, algorithms, discoveries, inventions, materials, ideas and other work product that is conceived, originated, prepared or reduced to practice by Licensor in connection with the Services or any other services provided by Licensor hereunder and all related tangible and intangible property rights in the foregoing items. This Agreement does not constitute a sale and does not convey to Licensee any rights of ownership.

  1. LIMITATION OF LIABILITY. Under no circumstances shall Licensor be liable for any indirect, punitive, incidental, special, consequential or other damages (other than direct damages) that result from the content of, use of, or inability to use the platform, services or any other Licensor work product. This limitation applies whether the alleged liability is based on contract, tort (including, but not limited to, negligence), infringement, or any other basis, even if Licensor has been advised of the possibility of such liability. With respect to direct damages, Licensee’s remedy is limited to one of the following: a refund of Licensee’s initial payment or replacement of the Website at Licensor’s discretion. These disclaimers and limitations apply to the fullest extent permitted by law.

  1. INDEMNIFICATION. Licensee shall defend, indemnify, save and hold harmless Licensor (including the officers, directors, employees, members, owners, contractors, representatives, successors and assigns of Licensor) from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees, that arise from or are related to (i) Licensee’s or its Users’ use of the Licensor Platform and/or Services: (ii) breach of this Agreement by Licensee (including its Users); (iii) injury to person or property caused by any products or services sold or otherwise distributed by Licensee through the Platform; or (iv) Licensee’s failure to obtain, maintain, or honor any consent, revocation, or other requirement under the Telephone Consumer Protection Act or any other applicable telemarketing, automated-calling, or messaging law in connection with Licensee’s use of the Platform, as further described in Section 12) below.

  1. TERM AND TERMINATION.

  1. TERM. The “Term” of this Agreement shall commence on the date initially agreed to by Licensee (the “Execution Date”) and shall continue for a twelve (12) month period and automatically renew for an additional twelve (12) month period unless terminated by either party pursuant to Section 8)d) herein.

  1. CHARGES AND PAYMENT OF FEES. You will pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. You must provide the Licensor with a valid credit card or purchase order information as a condition to signing up for the Service. You must also report and pay any applicable taxes to the appropriate governmental agency. Purchase orders may be subject to credit approval.

Licensor charges and collects in advance for use of the Service. Licensor will automatically renew and bill your credit card or issue an invoice to you as follows: (i) every month for monthly subscriptions, (ii) upon the commencement of the initial term and then at each subsequent anniversary for annual subscriptions.  The renewal charge will be equal to the then-current number of total licenses times the then-current license fee in effect at the time of renewal. Licenses added or subtracted during a billing period will be billed on a pro rata basis. Charges will be based on the number of licenses subscribed or contracted for, whether or not such licenses are actively used. Licensor reserves the right to change the fees, applicable charges and usage policies and to introduce new charges at any time, upon at least thirty (30) days prior notice to you, which notice may be provided by e-mail.

For credit card payers, invoices will be generated at the start of a subscription period and your credit card will be charged simultaneously. If paying by other means, invoices will be generated at the start of a subscription period and approximately one month in advance of the start of any renewal period and shall be due within thirty (30) days. Your account will be considered delinquent if payment in full is not received by the subscription period start date.

You agree to provide the Licensor with complete and accurate billing and contact information.  This information includes your legal company name and/or your name, street address, e-mail address, and name and telephone number of an authorized billing contact. You agree to update this information within thirty (30) days of any change to it. If the contact information you have provided is false or fraudulent, Licensor reserves the right to terminate your access to the Service in addition to any other legal remedies.

If you believe that you have been incorrectly billed by the Licensor, you must contact us in writing within sixty (60) days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

  1. NON-PAYMENT. Licensor reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent. Delinquent invoices are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for your licenses during any period of suspension. If you or Licensor initiate termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that the Licensor may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.

  1. TERMINATION. Licensor may terminate this Agreement at any time and for any reason by providing thirty (30) days’ notice, as herein defined, to the other party. In the event of Licensor giving termination notice, Licensor will deliver to Licensee’s designated representative via electronic mail, its intent to cancel.

  1. EVENT OF DEFAULT. Either party may terminate this Agreement at any time due to an Event of Default by the other party. For the purposes of this Agreement, an “Event of Default” shall mean the following:  (i) infringement of any copyright, trademark, patent, intellectual property or other proprietary right of a party to this Agreement where such infringement is not remedied within ten (10) days of a demand notice thereto; (ii) insolvency or inability of a party to pay its debts as they become due, appointment of a receiver for all or substantially all of the party’s assets, making of any voluntary arrangement to the party’s creditors, or liquidation or bankruptcy; (iii) breach of any representation or warranty made in this Agreement; (iv) failure to pay, or (v) any other material breach of any provision of this Agreement which cannot be or is not cured by the breaching party after the party has been given notice of the breach and ten (10) calendar days after notice to cure the breach.

  1. EFFECT OF TERMINATION.

  1. All licenses granted hereunder shall terminate upon the expiration, cancellation, or other termination of this Agreement. Upon termination of the License, Licensee shall have no further right to access or use the Platform, or other property of Licensor.

  1. In the event that Licensee requests a chargeback from its credit card company or bank, Licensor shall be entitled to recovery of all costs related to the collection of such funds.  Additionally, Licensee expressly understands and agrees that initiating a dispute/chargeback relieves Licensor from any and all refund obligations offered under this Agreement.

  1. GENERAL / MISCELLANEOUS.

  1. MISCELLANEOUS. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior agreements or understandings between the parties, whether written or oral. This Agreement may be amended from time-to-time by Licensor.  Licensee agrees that publication of the amended Agreement to the company website is sufficient and proper notice and publication of any changes and Licensee agrees to any such changes as posted. This Agreement shall be binding upon, and inure to the benefit of, Licensee and Licensor and their respective heirs, successors, assigns, and legal representatives, including but not limited to any successors to the business of Licensor. This Agreement shall be construed, interpreted and enforced according to Missouri law, without regard to conflicts of laws principles. The parties agree that the small claims, State and Federal courts within Springfield, Missouri, shall have exclusive venue and jurisdiction over all disputes arising out of or relating to this Agreement, including the formation hereof. If litigation is initiated regarding this agreement, Licensee shall be liable for any attorney fees of the licensor in regards to such litigation.  Licensee agrees that small claims court will be the exclusive jurisdiction for matters in controversy that do not exceed $2,500 in damages. No failure or delay by Licensor, in this Agreement, to enforce any right specified in this Agreement, will operate as a waiver of such right, nor will any single or partial exercise of   a right of the Licensor preclude any further or later enforcement of the right. All forms attached hereto and applicable addendums are incorporated herein by reference. The terms of this Agreement are applicable to all such attachments and addendums. In the event of a conflict between the terms of this Agreement and of any attachments, the terms of the attachments shall apply if fully executed by both parties. The provisions of this section shall survive the termination of this Agreement but shall not extend any statutory limitation period.

  1. ASSIGNMENT. Licensee may not assign any of its rights or obligations hereunder without the prior written consent of Licensor, and any purported assignment without such consent shall be null and void. In addition, in the event of a change of control affecting Licensee, Licensor’s consent may be contingent upon an increase in License Fees commensurate with any expanded use of the Services.

  1. WAIVER. The failure of Licensor to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.

  1. REFERENCES. During the Term, Licensee agrees to allow Licensor to refer to Licensee as a customer of the Service in Licensor’s marketing materials.

  1. COMPLIANCE WITH LAWS. Each party agrees to comply with all applicable laws, rules and regulations, including any Internet regulation or policies and applicable export laws, in its performance under this Agreement.

  1. NOTICES. Licensor may give notice by electronic mail, facsimile or first-class mail to Licensee’s designated contact. Licensee may give notice to Licensor by electronic mail, facsimile, certified mail, or courier service so long as receipt by Licensor can be confirmed. Notices may be sent to the addresses specified by either party. A party may change its address for notices from time to time by providing notice to the other party pursuant to this section.

  1. SEVERABILITY. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect. No amendment or waiver of this Agreement shall be effective unless in writing and signed by both parties.

  1. NON-DISPARAGEMENT Licensee agrees that and as consideration for being permitted to use licensor’s products and/or materials, that it shall not at any time engage in any form of conduct, or make any statements or representations, whether in writing or orally, that disparage or otherwise impair the reputation, goodwill or commercial interests of Licensor. A violation of this section shall result in Licensee owing liquidated damages to Licensor in the amount of $500 per day, per occurrence until remedied. Notwithstanding the foregoing, nothing in this paragraph will prevent any person from making any truthful statement to the extent (i) necessary with respect to any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement or (ii) required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with apparent jurisdiction to order such person to disclose or make accessible such information. Each of the parties agrees to notify the other of any statement that is required to be made as provided in the preceding sentence. Such notice will be given as much in advance of the making of such statement as is reasonably possible.

  1. NON-SOLICITATION. Licensee agrees that it shall neither directly nor indirectly solicit to hire, or hire, or in the case of contractors contract the services of, any employees or contractors of Licensor, during the Term of this Agreement or for a period of one-year thereafter. Any violation of this non-solicitation obligation shall require a payment by Licensee to Licensor hereunder of liquidated damages in the amount of the annual salary of the solicited or hired employee or contractor. In addition, Licensee shall not interfere in any way with the contracts between Licensor and its contractors.

  1. RELATIONSHIP OF THE PARTIES. Neither party is a partner, joint venture partner, nor agent of the other, and neither party has the authority or ability to bind the other party.

  1. CHARGEBACK POLICY. Licensee agrees that any payments made to Licensor by credit card that they wish to dispute shall be handled first by contacting customer service in writing and requesting a refund.  Licensee agrees that the prevalence of friendly fraud, use of chargebacks for buyers remorse and use of chargebacks to receive free products is an issue for business owners and that by contacting Licensor and requesting a refund prior to initiating a chargeback will help the business mitigate costs for false or otherwise invalid chargebacks. Licensee agrees and understands that any and all chargebacks filed on any business, regardless of their validity can adversely affect a business’ ability to process and accept payments and be a source of damages.  In the event that the Licensor initiates a chargeback without contacting customer service in writing, Licensee shall owe Licensor $250 in liquidated damages per occurrence/ chargeback in addition to any and all other costs and fees associated with defending the chargeback regardless of the chargebacks claimed validity.  Please reach out to customer service in writing first to avoid this charge.  Customer service will be afforded up to five (5) business days to investigate and reply to said refund request.

  1. FORCE MAJEURE. Neither party shall be liable for non-performance or delay in performance (other than of payment or confidentiality obligations) caused by any event reasonably beyond the control of such party including, but not limited to, wars, acts of terrorism, hostilities, revolutions, riots, civil commotion, national emergency, strikes, lockouts or other labor disputes or shortages or inability to obtain material or equipment, unavailability of supplies, compliance with laws or regulation (including, without limitation , those related to infringement), epidemics, fire, flood, earthquake, force of nature, explosion, embargo, regulation, ordinance or their act or order of any court, government or government agency.

  1. CLASS ACTION WAIVER. If permitted by applicable law, each party waives the right to litigate in court or an arbitration proceeding any Dispute as a class action, either as a member of a class or as a representative, or to act as a private attorney general.

  1. CONSTRUCTION. This Agreement shall be construed and interpreted fairly, in accordance with the plain meaning of its terms, and there shall be no presumption or inference against the party drafting this Agreement in construing or interpreting the provisions hereof.

10)        OUTBOUND CALLING AND TEXT MESSAGING COMPLIANCE (TCPA).

  1. GENERAL. To the extent Licensee uses the Platform - including any automated dialing, AI-generated voice, or text messaging features - to place or send outbound calls or text messages to prospective or existing customers (“Recipients”), Licensee is solely responsible for ensuring that such calls and messages comply with the Telephone Consumer Protection Act, 47 U.S.C. § 227 (“TCPA”), its implementing regulations, and all applicable state-level telemarketing, automated-calling, and AI-voice-disclosure laws, which may be more restrictive than federal law. The TCPA generally governs outbound communications initiated by Licensee and does not apply to inbound communications initiated by a Recipient.

  1. CONSENT.

  1. Marketing Calls/Texts. Before using the Platform to place or send any call or text message that encourages the purchase, rental, or investment in property, goods, or services, or that advertises the commercial availability or quality of any property, goods, or services, Licensee must first obtain the Recipient’s Prior Express Written Consent (“PEWC”). PEWC requires a signed agreement (an electronic signature satisfying the E-SIGN Act is sufficient) that clearly and conspicuously discloses that (A) the Recipient authorizes Licensee to make automated or AI-voice calls, or send automated texts, to the specific number provided, and (B) consent is not a condition of purchasing any goods or services.

  1. Non-Marketing/Informational Calls/Texts. Before using the Platform to place or send any other outbound call or text (e.g., appointment reminders, account or service updates), Licensee must first obtain the Recipient’s Prior Express Consent (“PEC”), which must be express and affirmative, though it need not be in writing.

  1. A pre-checked box or other non-affirmative default shall not constitute valid consent of any kind under this Section.

  1. REVOCATION. Licensee must allow Recipients to revoke consent at any time and by any reasonable means (e.g., a verbal request during a call, a reply of “STOP” to a text, or an email), and must honor any revocation promptly, and in all cases within ten (10) business days.

  1. RECORD-KEEPING. Licensee is solely responsible for maintaining records sufficient to demonstrate who provided consent, when, where, and how it was given, as well as records of any revocations. Licensee acknowledges that the burden of proving consent rests with Licensee as the party initiating the communication.

  1. CALLING HOURS. Licensee shall not use the Platform to place outbound calls to residential or wireless numbers before 8:00 a.m. or after 9:00 p.m. in the Recipient’s local time zone, consistent with both the TCPA and Missouri’s Telemarketing Practices Act, RSMo § 407.1076(5).

  1. DO-NOT-CALL LISTS. Licensee shall (i) maintain its own internal do-not-call list of Recipients who have asked not to be contacted; (ii) for any marketing call or text, scrub its calling and texting lists against the National Do-Not-Call Registry, unless a valid exception (such as PEWC) applies; and (iii) because Licensor is based in Missouri and Licensee’s calls or texts may originate from, or be directed to, Missouri numbers, separately register for, obtain, and scrub against the Missouri No-Call List maintained by the Missouri Attorney General’s Office under Missouri’s No-Call Law, RSMo §§ 407.1095–407.1110, updating its copy of that list at least quarterly as made available by that office, in addition to complying with Missouri’s Telemarketing Practices Act, RSMo §§ 407.1070–407.1085. Missouri law defines “telephone solicitation” to exclude certain communications, including those made by a natural person licensed by the State of Missouri to carry out a trade, occupation, or profession who is setting or attempting to set an appointment for actions relating to that licensed trade, occupation, or profession (RSMo § 407.1095(3)(e)); Licensee is responsible for determining, with the advice of its own counsel, whether any such exemption applies to its specific use of the Platform, including any automated dialing or AI-generated-voice features, which may not qualify for this exemption even where a live, individually-placed call by a licensed natural person would. Where Recipients are located in other states, Licensee is likewise responsible for compliance with that state’s no-call or telemarketing statutes.

  1. DISCLOSURE AND OPT-OUT. Licensee shall (i) clearly identify, at the start of every communication, the company on whose behalf the call or text is made; (ii) not cause the Platform to transmit or display false or misleading caller identification information with the intent to defraud, cause harm, or wrongfully obtain anything of value, in violation of the federal Truth in Caller ID Act, 47 U.S.C. § 227(e), and not block or otherwise circumvent a Recipient’s use of a caller identification service, in violation of Missouri’s Telemarketing Practices Act, RSMo § 407.1076(11); (iii) provide Recipients with a telephone number they may use to opt out of future communications; (iv) for prerecorded-voice or AI-generated-voice messages, present the required automated interactive voice or keypress opt-out mechanism promptly at the outset of the message - after any legally required disclosures but before any sales pitch - consistent with FTC and FCC rules; and (v) immediately honor any opt-out request by ending the call and adding the Recipient’s number to Licensee’s internal do-not-call list.

  1. STATE LAW GENERALLY. In addition to Missouri, Licensee acknowledges that other states in which its Recipients are located may impose their own, potentially more restrictive, telemarketing, automated-calling, robocall, or AI-voice-disclosure requirements (some of which are newly enacted or pending as of the date of this Agreement), and Licensee is solely responsible for identifying and complying with any such state-specific requirements applicable to its use of the Platform.

  1. NO LEGAL ADVICE; ALLOCATION OF RESPONSIBILITY. This Section 12 is a general summary intended to assist Licensee’s compliance efforts and does not constitute legal advice. The TCPA, Missouri’s Telemarketing Practices Act, and related state and federal rules are complex, subject to change, and subject to interpretation; Licensee should consult its own qualified legal counsel regarding its specific use of the Platform for outbound calling or texting, including calls or texts to or from Missouri numbers. Licensor makes no representation or warranty that use of the Platform, including any AI-generated voice, automated dialing, or texting features, will render Licensee’s calls or messages compliant with the TCPA, Missouri law, or any other applicable law. As between Licensor and Licensee, Licensee bears sole responsibility for obtaining and maintaining all consents required by this Section 12, and any failure to do so is subject to indemnification under Section 9 above.