SalesCalls
LICENSE AND SERVICES AGREEMENT

READ CAREFULLY: SalesCalls, Inc 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 SalesCalls, Inc MATERIALS.

1) OVERVIEW.
SalesCalls, Inc, hereinafter referred to as “Licensor”, has developed the SalesCalls 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.

2) 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, nontransferable 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.

3) 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.

(2) Licensor will provide leads to your platform, although Licensor makes no warranty either express or implied regarding the viability of these leads.

(3) The number of leads generated per month varies on a variety of factors.

4) FEES & REFUND POLICY
Licensee has paid an initial fee to Licensor that is refundable only under the following circumstances: 1. To reduce the amount owed to Licensor for the first referral fee, as defined below, by an amount equal to the lesser of the initial fee or the first referral fee; 2. As outlined in any applicable addendum to this agreement, if one exists. Provided, however, that if Licensee’s system and marketing is disabled for inactivity, Licensor will be under no obligation to refund any fee paid and Licensee agrees that Licensor will use any fees paid for services rendered under this Agreement. Furthermore, absent a fully executed addendum, the only method of receiving a refund is #1 above.

5) AUTOMATIC BILLING.
If applicable, Licensee will provide a credit card or authorization for Electronic Funds Transfer (EFT) for automatic billing of the monthly Salescalls Fees and any other ancillary fees that Licensee has signed up for, each month throughout the Term of this Agreement. If applicable, the credit card will be charged, or the EFT will be drawn every thirty (30) days beginning on effective day of the Agreement. These fees are recurring and are due even in the absence of an invoice from 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.

6) 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.

7) 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.

8) 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.

9) TERM AND TERMINATION.

a) 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 month period and automatically renew for an additional twelve month period unless terminated by either party pursuant to Section 10.b herein.

b) TERMINATION. Licensor may terminate this Agreement at any time and for any reason by providing 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.

c) 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.

d) EFFECT OF TERMINATION.

i) 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.

ii) 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.

10) GENERAL / MISCELLANEOUS.

a) 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 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.

b) 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.

c) 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.

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

e) 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.

f) 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.

g) 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.

h) 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.

i) 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.

j) 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.

k) 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 business days to investigate and reply to said refund request.

l) 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.

m) 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.

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.