Owner Operator Program Agreement

Preamble

This Owner Operator Program Agreement (this "Agreement") is made between Foreclosure Recovery Inc., a Wyoming corporation with its principal address at 30 N Gould St, Ste N, Sheridan, WY 82801 ("Licensor"), and the person or entity named on the signature page ("Licensee").

Licensor owns and administers a software platform, training library, lead and skip tracing tools, automations and related services used to help owners of foreclosed property find and claim surplus funds that the state holds for them. Licensee wishes to operate its own asset recovery business, under its own brand, on a limited license to that platform, and to recruit and support asset recovery agents. Licensor is willing to grant that license and to deploy, host and administer the platform for Licensee, on the terms below.

Licensee must initial each Article and Schedule where indicated. Each set of initials confirms that Licensee has read that section, understands it, and understands the monthly overhead and the commitment that come with the program. Please read the whole Agreement before signing. Licensee is encouraged to have its own attorney and accountant review it.

Article 1. Definitions

1.1 Defined Terms. In this Agreement, the following terms have these meanings.

(a) "Affiliate Sale" means a sale of an Owner Operator Program by a Licensee-Sourced Agent or other person to a third party, as described in Schedule B.

(b) "Buyback Period" means the twelve (12) month period beginning on the date Licensor receives the First Payment.

(c) "Dashboard" means the hosted web application, administrative console, training library, lead tools and related software that Licensor deploys for Licensee under this Agreement.

(d) "Deployment Payments" means the three installment payments described in Schedule A, which together make up the initial financial deployment.

(e) "First Payment" means the first Deployment Payment.

(f) "Licensed Materials" means the Dashboard, the platform software, templates, training videos and modules, scripts, guides, advertising campaigns, automations and other content Licensor makes available under this Agreement, in every version and update.

(g) "Licensee Brand" means the names, logos, colors, domains, telephone numbers, email addresses and other identifiers that Licensee selects to operate its business.

(h) "Licensee Organization" means the asset recovery agents and other persons who sign up through Licensee's Dashboard, website or referral links.

(i) "Licensor Marks" means "Foreclosure Recovery Inc.", "US Foreclosure Leads", "usforeclosureleads.com" and all related names, logos and marks of Licensor.

(j) "Onboarded Agent" means an asset recovery agent who holds a paid agent account that is active in the Licensee Organization on the date of counting. An account is not active if it has been refunded, charged back, cancelled, suspended for non-payment, or opened by Licensee or a related person to satisfy the count.

(k) "Owner Operator Program" means the program under which Licensor licenses and deploys the Licensed Materials to an owner operator licensee on terms like these.

(l) "Program Services" means the services, automations and products available inside the platform, including the AI assistant, the Power Dialer, automations, skip tracing, letters and other monthly and one-time services.

(m) "Support Period" means the first two (2) months after the Effective Date.

1.2 Interpretation. Headings are for convenience only. "Including" means "including without limitation." References to Articles, Sections and Schedules are to those of this Agreement. The Schedules are part of this Agreement.

Article 2. The Program and the Roles of the Parties

2.1 What Licensee Is Buying. Licensee is buying a limited, non-exclusive license to use the Licensed Materials, together with the deployment, hosting, administration and support services described in this Agreement. Licensee is not buying ownership of any software, content or data of Licensor.

2.2 Licensor as Administrator. Licensor remains the administrator that services the underlying automations and Program Services. Licensor operates, maintains, updates and fixes the platform and the Program Services.

2.3 Licensee's Role. Licensee's main job is recruiting new asset recovery agents into the Licensee Organization and closing cases. Licensee is responsible for its own marketing, recruiting, sales effort, and daily follow-up on leads.

2.4 Hybrid Branded Offering. Licensor will host and manage Licensee's Dashboard and will either integrate it into Licensee's current website or build a new website on a new domain. Licensor will absorb Licensee's existing services into a hybrid branded offering where reasonably practicable, as described in Article 4 and Schedule C.

2.5 Commitment and Overhead. Licensee understands that this Agreement requires (a) the three Deployment Payments, (b) ongoing monthly and annual fees under Article 5, (c) an advertising budget that Licensee funds itself, and (d) daily effort on lead follow-up. Licensee confirms it has weighed these before signing.

Article 3. License Grant and Restrictions

3.1 Grant. Subject to this Agreement and timely payment of all fees, Licensor grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to access and use the Licensed Materials solely to operate Licensee's own asset recovery business under the Licensee Brand and to serve the Licensee Organization.

3.2 No Trademark License. This Agreement does not license any Licensor Mark. Licensee will operate under its own brand and will not use any Licensor Mark as its own name, domain, handle or business identity. Licensee may state truthfully, in plain text, that its platform is provided by Foreclosure Recovery Inc. where required by law or reasonably needed to describe the relationship, and only in the form Licensor approves in writing.

3.3 Restrictions. Licensee will not, and will not permit anyone else to: (a) copy, resell, sublicense, distribute or lease the Licensed Materials, except that Licensee may offer Program Services and agent accounts to the Licensee Organization through the Dashboard as designed; (b) reverse engineer, decompile or attempt to extract source code; (c) remove proprietary notices; (d) use the Licensed Materials to build a competing platform; (e) access another licensee's or Licensor's data; (f) bypass access, rate, security or billing controls; or (g) use the Licensed Materials in violation of law.

3.4 Reservation. All rights not expressly granted are reserved by Licensor. The license does not include the right to receive source code, to operate the platform on Licensee's own infrastructure, or to become an administrator of the platform or its licensing program.

3.5 Updates. Licensor may update, replace or retire features of the Licensed Materials at any time, provided that Licensor will not materially reduce the core functions of the Dashboard during the Term without reasonable notice.

Article 4. Branding, Website and Dashboard Hosting

4.1 Hosting. Licensor will host and manage Licensee's Dashboard on infrastructure Licensor selects, subject to the monthly fee in Article 5. Licensor does not promise uninterrupted service, and Section 20 governs service issues.

4.2 Website Options. At Licensee's election, Licensor will (a) integrate the Dashboard into Licensee's existing website, or (b) build a new website on a new domain that Licensee registers or that Licensor registers on Licensee's behalf. Licensee must give Licensor the access and information Licensor reasonably requests, and the domain must be registered in Licensee's name or transferable to Licensee.

4.3 Licensee Content. Licensee grants Licensor a limited license to use the Licensee Brand and Licensee's content only to build, host, operate and support Licensee's Dashboard and website. Licensee represents that it has the right to use the Licensee Brand and that doing so does not infringe the rights of anyone else.

4.4 Hybrid Offering. Where Licensee already provides asset recovery or related services to its own customers, Licensor will, as reasonably practicable and as described in Schedule C, absorb those services into a hybrid branded offering inside the Dashboard. Licensee remains responsible for its pre-existing contracts and customers.

4.5 Business Verification. Before deployment, Licensor will verify Licensee's administration, business and corporate status and standing as described in Schedule C. If Licensee has no limited liability company or corporation, Licensee must at minimum provide a verifiable business address that Licensor may use on the website and in business communications. Licensor may decline to proceed, with a refund of the Deployment Payments received if it has not yet deployed anything, if it cannot complete verification.

Article 5. Fees and Payment

5.1 Deployment Payments. Licensee will pay the three Deployment Payments in the amounts and at the times set out in Schedule A. The three Deployment Payments are the initial financial deployment for the program.

5.2 Price Lock. The price in effect on the date Licensor receives the First Payment governs this Agreement. Through October 24, 2026 at 11:59 PM Pacific Time, the program price is $14,950, payable as three payments of $4,983. After that time, the program price is $21,995, payable as three payments of $7,332. Only receipt of the First Payment locks the price. A call, sign-up, application or signature without payment does not.

5.3 Monthly Fee. Beginning on the Effective Date, Licensee will pay Licensor a hosting, management and update fee of $50 per month.

5.4 Annual License Fee. Licensee will pay an annual license fee of $250 on the Effective Date and on each anniversary of it during the Term.

5.5 Annual Prepayment Option. Instead of paying monthly, Licensee may prepay a full year of fees: twelve monthly fees of $50 plus the $250 annual license fee, for a total of $850 for that year.

5.6 Payment Timing. Licensor encourages Licensee to make the Deployment Payments two (2) to four (4) weeks apart, so that Licensor can deploy in as little as six (6) weeks including training. Monthly spacing is acceptable. Licensor's target for full operations is six (6) weeks after the final Deployment Payment, if payments are made promptly. These are targets, not guarantees, and Schedule C states what is and is not a delay by Licensee.

5.7 Taxes and Costs. Fees are exclusive of taxes. Licensee is responsible for taxes on its purchases, other than taxes on Licensor's income. Licensee also bears its own costs, including advertising spend, domain and telephone charges billed by third parties, and payment processing fees.

5.8 Late and Failed Payments. If a payment fails or is reversed, Licensor may give written notice and, if the default is not cured within ten (10) days, suspend access or milestone work until cured, and charge reasonable collection costs. Chargebacks initiated by Licensee for amounts it owes are a material breach.

5.9 Fees Are Earned as Stated. Fees are non-refundable except under Article 10 (Buyback) and Section 4.5. The Deployment Payments fund onboarding, build-out, training and support that begin on the Effective Date.

5.10 Overhead Acknowledgment. Licensee understands that the monthly fee, the annual license fee, the advertising it must run, and its own time are recurring overhead, and that the Deployment Payments are only the first part of the cost of operating the program.

Article 6. Deployment Milestones and Timeline

6.1 Milestones. Licensor will perform the work in Schedule C in connection with each Deployment Payment. Work for a milestone begins when Licensor receives the related Deployment Payment and the information Licensee must supply.

6.2 Payment 1. Licensor will verify Licensee's administration, business and corporate status and standing (or, if Licensee has no entity, a usable business address) and deploy the Dashboard in basic form on Licensee's domain.

6.3 Payment 2. Licensor will rebrand all Dashboard content and videos to the Licensee Brand (logos and colors) and, over about two (2) weeks, place Licensee's logos, branding, telephone numbers, business communications, 800 number, business email addresses and managing principals on the website and About Us page.

6.4 Payment 3. Licensor will provide training and refinement of brand management and exposure, and will add one of its advertising specialists to Licensee's Facebook account to set up ad sets that Licensee can activate. Licensee acknowledges that consistent returns require advertising, that a minimum of $50 per day on Facebook is recommended, and that Licensor will provide the campaigns it uses.

6.5 Timeline. The target timeline appears in Schedule C. Licensee's delay in paying, supplying information, approving drafts or completing training extends the timeline by the same time.

6.6 Two-Month Conclusion. The parties expect the onboarding, deployment and training work to conclude within two (2) months after the Effective Date, subject to Section 6.5.

Article 7. Support Period

7.1 Two Months of Support. During the Support Period, Licensor will support Licensee so that Licensee can make its first sales, understand the process, build its agent base and start closing cases. Support includes onboarding sessions, training guidance, responses to Licensee's questions through Licensor's published support channels, and review of Licensee's launch materials.

7.2 After the Support Period. After the Support Period, Licensor will continue to provide standard platform support through its published channels for as long as Licensee is current on its fees. Licensor may offer additional coaching or services for separate fees, which Licensee is free to decline.

7.3 Licensee Participation. Support depends on Licensee's participation. Licensee will attend scheduled sessions, complete assigned training and respond to reasonable requests promptly.

7.4 Not Professional Advice. Support is operational. It is not legal, tax, accounting, investment or licensing advice, and Licensee will consult its own professionals.

Article 8. Operating Expectations and Advertising

8.1 Daily Lead Calls. Licensee will make sure that someone calls every Facebook lead every day. Schedule D states the daily operating expectations.

8.2 Lead Delivery. Licensor will make available either (a) an automated 8:00 AM daily lead print sheet delivered to a printer at Licensee's office or home, or (b) an 8:00 AM email to the person working the phones. Licensee is responsible for the printer, email address and connectivity needed to receive it.

8.3 Advertising. Licensee acknowledges that consistent results require advertising. Licensee will fund and run the advertising campaigns set up under Section 6.4 in accordance with Schedule D. Licensor recommends a minimum of $50 per day on Facebook. Licensor does not promise any number of leads, agents or cases from any amount of advertising.

8.4 Platform Rules. Licensee will follow Facebook's and any other ad platform's policies and will keep its ad account in good standing. Account restrictions imposed by an ad platform are outside Licensor's control.

8.5 Licensee Responsible for Its People. Licensee is responsible for the conduct and training of its employees, contractors and members of the Licensee Organization to the extent they act for Licensee.

Article 9. Performance-Based Profit Share

9.1 Profit Share. Licensor will share profits with Licensee, based on performance, as set out in Schedule B: (a) on what is sold inside the program to agents in the Licensee Organization, including the AI assistant, the Power Dialer, automations, skip tracing and other monthly and one-time Program Services; (b) as a commission when a member of the Licensee Organization or other person Licensee refers buys an Owner Operator Program; and (c) as an override percentage on automation and program sales made by Owner Operators that Licensee brings into the program.

9.2 Rates. The percentages are set out in Schedule B and the rates published on the Owner Operator dashboard compensation page. The rates published and in effect on the date of a sale govern that sale.

9.3 Amendment of Rates. Licensor may amend published rates on thirty (30) days' notice to Licensee, by email and by posting on the compensation page. An amendment applies only to sales made on or after its effective date.

9.4 Performance-Based. Compensation is earned only on qualifying sales that are actually paid for and not refunded or charged back. Licensor does not promise any amount of compensation, and there may be none.

9.5 Statements and Payment. Licensor will make statements available through the Dashboard and pay amounts due on the schedule stated in Schedule B. Licensor may set off refunds, chargebacks and amounts Licensee owes against compensation. Licensee is responsible for its own taxes on compensation.

9.6 Disputes Over Statements. Licensee must raise any dispute about a statement in writing within sixty (60) days after the statement is made available. After that, the statement is final, except for fraud or manifest error.

Article 10. Twelve-Month Buyback

10.1 The Promise. If, within twelve (12) months after Licensor receives the First Payment, Licensee has not hired and onboarded five (5) Onboarded Agents, and the conditions in this Article are met, Licensor will refund the First Payment. In plain words: the first payment is recouped within twelve months, or Licensor buys it back.

10.2 What Is Refunded. Licensor will refund the First Payment only, in the amount actually paid. The second and third Deployment Payments, the monthly fee, the annual license fee and every other amount are not refundable.

10.3 Counting Onboarded Agents. Licensor will count Onboarded Agents from Licensor's Dashboard records on the last day of the Buyback Period. Licensor's records are presumed correct, and Licensee may submit contrary evidence with its request.

10.4 Conditions. The buyback applies only if all of the following are true: (a) Licensee paid all three Deployment Payments; (b) Licensee completed the training assigned in Schedule C; (c) Licensee ran its advertising in accordance with Schedule D; (d) Licensee called the leads assigned to it every day in accordance with Schedule D; (e) Licensee was current on all monthly and annual fees; and (f) Licensee did not materially breach this Agreement, including by violating law, abusing the platform, or creating or counting sham or related-party accounts. Together, these are the good-faith performance conditions.

10.5 Written Request. Licensee must send a written request to Licensor, as provided in Article 25, within thirty (30) days after the end of the Buyback Period. The request must state that Licensee is requesting the buyback and must include Licensee's account details for the refund. A request made late or in any other way is waived.

10.6 Process. Licensor will acknowledge the request within five (5) business days, review the Dashboard records, training records, advertising records and call records, and send a written decision within fifteen (15) business days after it receives the request and any information it reasonably asks for. If approved, Licensor will pay the refund within thirty (30) days after approval to the original payment method or by another method the parties agree. If denied, Licensor will state which condition was not met, and Licensee may use Article 22.

10.7 Effect of Refund. On payment of the refund, this Agreement and the license end, Licensor will provide the data export in Section 18.6, and neither party owes the other further performance, except for compensation already earned and accrued, amounts Licensee owes Licensor, and the Sections that survive under Section 25.8.

10.8 Sole Remedy. The buyback is Licensee's sole and exclusive refund right and remedy for failure to reach the Onboarded Agent target. It is not a guarantee of any earnings, number of agents or number of cases.

Article 11. Payment Processing

11.1 Licensee's Own Processing. Licensee must obtain and keep its own approved payment processing account, such as Stan Store, Beacons or Stripe. PayPal or another processor can be integrated where the platform supports it.

11.2 Responsibility. Licensee is responsible for its processor's terms, approval, fees, holds, reserves, disputes, chargebacks, refunds, tax reporting and compliance. Licensor is not a payment processor, bank or money transmitter, and does not hold Licensee's funds.

11.3 Processor Decisions. Licensor is not liable for a processor's refusal to approve, or decision to limit, hold or close, Licensee's account.

Article 12. Compliance with Law and Licensing

12.1 Compliance. Licensee will comply with all laws that apply to its business and its use of the Licensed Materials, including the Telephone Consumer Protection Act and FCC rules, the Telemarketing Sales Rule and the National Do Not Call Registry, state do-not-call and telemarketing laws, the CAN-SPAM Act, consumer protection and privacy laws, and each state's laws on surplus funds recovery, fees, contracts and disclosures.

12.2 Licenses. Licensee is solely responsible for determining and obtaining every license, registration, bond and insurance policy its activities require in each state where it or its agents work, which may include a private investigator, finder, broker, attorney or similar license in some states. Licensor does not hold such licenses for Licensee.

12.3 Fee Caps and Restrictions. Some states cap or prohibit fees for surplus funds recovery, restrict who may contract for it, or impose waiting periods. Licensee will not contract or collect fees in a way that violates a state's law, and will check the law of each state before working there. Information in the Licensed Materials is for operational guidance and is not legal advice.

12.4 Calling and Messaging. Licensee will honor Do Not Call requests, scrub numbers as required, call only within permitted hours, make required disclosures, and obtain any consent the law requires before using automated dialing, artificial or prerecorded voice, AI voice, text messages or ringless voicemail. Licensor's tools do not make unlawful use lawful.

12.5 Advertising Claims. Licensee will not make false, misleading or unsubstantiated claims, including earnings claims about its own program, guaranteed results, or claims that it is a government agency.

12.6 Suspension. Licensor may suspend any feature or account if needed to stop or prevent a violation of law, a platform rule, or a risk to others, and will tell Licensee promptly and restore the feature when the issue is resolved.

Article 13. Independent Contractor; No Partnership, Employment or Franchise

13.1 Independent Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, fiduciary or franchise relationship. Neither party may bind the other.

13.2 Licensee's Business. Licensee owns and operates its business under the Licensee Brand, decides its own methods, hours, pricing to its agents within the platform's design, and staffing, and bears its own expenses, liabilities and taxes. Licensee may not describe itself as Licensor's employee, agent, partner or franchisee.

13.3 No Franchise. This is a software and services license. Licensor does not grant the right to use any Licensor Mark as Licensee's brand, does not prescribe Licensee's business name or trade dress, and does not license Licensee to distribute under Licensor's brand. Licensee confirms that no one has told it that this is a franchise.

13.4 No Control Over Licensee's Operations. The operating expectations in Schedule D are practices the parties have agreed are needed for the buyback condition and the results Licensee wants. They are not a business system that Licensor imposes on Licensee's operations. Licensee may decline any of them and give up the buyback.

13.5 Licensee's Own Advice. Licensee confirms it has had the opportunity to consult its own advisers on the nature of this Agreement.

Article 14. No Earnings Guarantee; Earnings Disclaimer

14.1 No Guarantee. Licensor does not guarantee or promise that Licensee will earn any income, recruit any number of agents, close any case, or recover its investment, other than the refund Licensor may owe under Article 10 if its conditions are met.

14.2 Results Vary. Results vary widely and depend on factors including Licensee's effort, skill, advertising spend, local competition, state law, lead quality, the agents Licensee recruits, and market conditions. Many people who buy business programs earn nothing or lose money.

14.3 Examples Are Not Promises. Any statement, video, testimonial, example, dashboard figure or projection about earnings, recovered funds, agent counts or recoupment is an illustration or the experience of an individual and is not a promise or a typical result. Licensee has not relied on any such statement and acknowledges it has made its own decision.

14.4 Surplus Funds Uncertain. Whether surplus funds exist for any lead, whether they are claimed by others, and whether a claim succeeds depend on facts and on the state, courts and agencies involved. Licensor does not promise that any lead has funds or that any claim will be paid.

14.5 Risk. Licensee understands that it bears the business risk of its venture, and that the fees in this Agreement are paid whether or not it earns income.

Article 15. Data, Privacy and Confidentiality

15.1 Licensee Data. Licensee Data means information Licensee and its organization enter into the Dashboard, such as agent profiles and Licensee's own business information. As between the parties, Licensee owns its Licensee Data, and grants Licensor a license to host, process and use it to provide the services, to secure and improve the platform, and as required by law.

15.2 Lead and Platform Data. Lead data, skip tracing results, law tables and platform data that Licensor supplies are Licensor's confidential information and are licensed to Licensee for use inside the program only. Licensee will not export, sell or disclose them outside the program, except as the Dashboard expressly allows for Licensee's own agents' work.

15.3 Personal Information. Each party will handle personal information it receives in compliance with applicable privacy and data security laws, will use reasonable safeguards, and will notify the other without undue delay after learning of a security breach affecting the other's data. Licensee is responsible for its own privacy notices, consents and website terms.

15.4 Confidentiality. Each party will keep the other's non-public business, technical and financial information confidential, use it only for this Agreement, and disclose it only to its personnel and advisers who need it and are bound to keep it confidential. This does not cover information that is public through no fault of the recipient, was known or independently developed without use of the information, or is required by law to be disclosed (with notice where lawful). These duties last for three (3) years after termination and indefinitely for trade secrets and personal information.

15.5 Security. Licensee will keep credentials secure, will not share logins, and will tell Licensor promptly of any suspected unauthorized access.

Article 16. Intellectual Property

16.1 Licensor's Property. As between the parties, Licensor owns all right, title and interest in the Licensed Materials, the Licensor Marks, the platform, the underlying software, training, scripts, templates, campaigns and automations, and all improvements, whether or not suggested by Licensee. Nothing in this Agreement transfers ownership to Licensee.

16.2 Licensee's Property. As between the parties, Licensee owns the Licensee Brand and its Licensee Data. Nothing in this Agreement transfers ownership of the Licensee Brand to Licensor.

16.3 Feedback. Licensee grants Licensor a perpetual, royalty-free license to use any suggestions or feedback about the Licensed Materials, without obligation to Licensee.

16.4 Infringement Claims. Licensee will notify Licensor of any suspected infringement of the Licensed Materials. Licensor controls any action relating to the Licensed Materials.

Article 17. Non-Solicitation of Staff

17.1 Staff. During the Term and for twelve (12) months afterward, Licensee will not directly or indirectly solicit for employment or engagement any employee or contractor of Licensor with whom Licensee worked through the program. General advertisements not aimed at Licensor's staff and hiring someone who responds to them are not a breach.

17.2 Reasonableness. Licensee agrees that this restriction is reasonable and necessary to protect Licensor's investment in training its staff. This Article does not restrict Licensee from competing with Licensor in the market, and does not restrict recruiting agents.

17.3 Remedy. If a court or arbitrator finds this Article too broad, it may narrow it to what is enforceable.

Article 18. Term, Renewal and Termination

18.1 Term. This Agreement starts on the Effective Date and runs for one (1) year (the initial "Term"). It renews automatically for successive one-year renewal terms on payment of the annual license fee and the monthly fee, unless either party gives written notice of non-renewal at least thirty (30) days before the end of the current term.

18.2 Termination for Cause. Either party may terminate on written notice if the other materially breaches this Agreement and does not cure the breach within thirty (30) days after written notice describing it (ten (10) days for non-payment). Licensor may terminate immediately on notice if Licensee violates Article 12 in a way that creates legal or reputational risk, misuses the Licensed Materials, or becomes insolvent.

18.3 Termination for Non-Payment. If Licensee does not pay the monthly fee or the annual license fee within ten (10) days after Licensor's written notice, Licensor may suspend the Dashboard and, if the default continues for another twenty (20) days, terminate this Agreement.

18.4 Termination by Licensee. Licensee may end this Agreement at any time by written notice and by ceasing to use the Licensed Materials. Termination does not entitle Licensee to a refund except as stated in Article 10.

18.5 Effect of Termination. On termination or expiration: (a) the license ends and Licensee will stop using the Licensed Materials; (b) Licensor may disable Licensee's Dashboard after the export period in Section 18.6; (c) unpaid fees become due; (d) compensation already earned and payable stays payable, less set-offs; and (e) Licensee will stop using the Licensor Marks if it ever used them.

18.6 Data Export. For thirty (30) days after termination, other than termination for Licensee's violation of law or misuse, Licensor will provide Licensee, on request, an export of its Licensee Data in a common format (such as CSV). Licensor will then delete or de-identify Licensee Data, except as required by law or retained in backups for a short period. Licensor will not export lead data, skip tracing results or other platform data it owns.

18.7 Licensee Organization. Agents in the Licensee Organization are Licensee's customers. After termination, Licensor may continue to serve any agent who elects to continue directly with Licensor.

Article 19. Refunds

19.1 Refunds Only as Stated. Except for the buyback in Article 10 and the refund under Section 4.5, all fees are non-refundable once paid. Licensee has no right to a refund for dissatisfaction, change of mind, lack of sales, or failure to earn.

19.2 Mandatory Law. This Section does not limit any refund or cancellation right that applicable law gives Licensee and that cannot be waived.

Article 20. Disclaimer of Warranties; Limitation of Liability

20.1 As-Is. The Licensed Materials and services are provided "as is" and "as available." To the fullest extent the law allows, Licensor disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, title, non-infringement, accuracy of data, uninterrupted or error-free operation, and any warranty about results or earnings.

20.2 Third Parties. Licensor is not responsible for the acts or outages of third parties, including advertising platforms, payment processors, telecommunications carriers, data providers, courts, agencies and state offices.

20.3 Exclusion of Damages. To the fullest extent the law allows, neither party is liable to the other for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost data or loss of goodwill, even if advised of the possibility.

20.4 Cap. To the fullest extent the law allows, Licensor's total liability arising out of this Agreement will not exceed the amount Licensee actually paid to Licensor in the twelve (12) months before the event giving rise to the claim.

20.5 Exceptions. The limits in Sections 20.3 and 20.4 do not limit liability for fraud, willful misconduct, a party's indemnity obligations for third-party claims under Article 21, Licensee's obligation to pay fees, or liability that cannot be limited by law.

20.6 Basis of the Bargain. The parties agree that the fees reflect these allocations of risk.

Article 21. Indemnification

21.1 By Licensee. Licensee will defend, indemnify and hold harmless Licensor and its officers, directors, employees and agents from third-party claims, and resulting losses, damages, fines and reasonable attorneys' fees, arising from (a) Licensee's or the Licensee Organization's violation of law, including calling, messaging, licensing and fee laws; (b) the Licensee Brand or Licensee content infringing others' rights; (c) Licensee's breach of this Agreement; or (d) Licensee's advertising and statements.

21.2 By Licensor. Licensor will defend, indemnify and hold harmless Licensee and its officers, directors, employees and agents from third-party claims, and resulting losses, damages and reasonable attorneys' fees, to the extent they allege that the Licensed Materials, used as permitted, infringe a United States copyright or misappropriate a trade secret, or arise from Licensor's gross negligence or willful misconduct.

21.3 Procedure. The indemnified party will give prompt written notice (a delay relieves the indemnifying party only to the extent it is prejudiced), let the indemnifying party control the defense, and cooperate at the indemnifying party's expense. No settlement that admits fault or imposes obligations on the indemnified party may be made without its consent, not to be unreasonably withheld.

21.4 Mitigation. If the Licensed Materials become subject to an infringement claim, Licensor may modify them, procure rights to continue, or end the affected feature, and that is Licensee's only remedy for infringement other than the indemnity above.

Article 22. Dispute Resolution

22.1 Good-Faith Negotiation. Before starting any arbitration or lawsuit, the party raising a dispute will send the other a written notice describing it, and the parties will negotiate in good faith for thirty (30) days. Either party may seek urgent injunctive relief under Section 22.5 at any time.

22.2 Binding Arbitration. Except as stated in this Article, any dispute arising out of or relating to this Agreement that is not resolved by negotiation will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. A single arbitrator will hear the matter. The seat and venue of arbitration is Sheridan County, Wyoming, though hearings may be held by video conference by agreement. Judgment on the award may be entered in any court with jurisdiction. The Federal Arbitration Act governs this Article.

22.3 Small Claims. Either party may bring an individual claim in a small claims court of competent jurisdiction instead of arbitration if the claim is within that court's jurisdiction and stays there.

22.4 Class and Representative Action Waiver. To the fullest extent the law allows, disputes will be resolved only on an individual basis. Neither party may bring a class, collective, consolidated or representative action, and the arbitrator may not consolidate claims of different persons.

22.5 Injunctive Relief. Either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to protect its intellectual property or confidential information, pending arbitration.

22.6 Costs and Fees. Each party bears its own fees and costs, and the parties will share equally the AAA and arbitrator fees, unless the arbitrator awards otherwise or applicable law requires a different allocation. The arbitrator may award reasonable attorneys' fees to the prevailing party.

22.7 Confidentiality. The arbitration and its outcome are confidential, except as needed to enforce an award or as required by law.

22.8 Limitations. A claim must be started within two (2) years after it arose, or it is barred, to the extent the law allows.

Article 23. Governing Law

23.1 Wyoming Law. This Agreement and any dispute arising from it are governed by the laws of the State of Wyoming, without regard to its conflict of laws rules, and by the Federal Arbitration Act where it applies.

23.2 Courts. For matters that may be brought in court under Article 22, each party consents to the exclusive jurisdiction and venue of the state and federal courts located in Wyoming, and waives any objection to that venue.

23.3 UCC. The parties intend this Agreement to be a license of software and content together with services, and not a sale of goods. To the extent any law would treat any part of it as a sale of goods, the parties agree to the allocations of risk stated in this Agreement as far as the law allows.

Article 24. Electronic Signatures and Consent

24.1 Consent to Electronic Signature. Licensee agrees to sign this Agreement electronically. Licensee consents under the federal Electronic Signatures in Global and National Commerce Act (ESIGN Act, 15 U.S.C. 7001 et seq.) and the Uniform Electronic Transactions Act as adopted in Wyoming and any other state whose law applies (UETA) to use electronic records and signatures for this Agreement and all related notices.

24.2 What Counts as Signature. Licensee's typed full legal name, its typed initials at each section where initials are required, and the typed words "I agree" are Licensee's legally binding signature and agreement, with the same legal effect as a handwritten (wet ink) signature.

24.3 Witness. A witness is optional. A witness is not required for this Agreement to be valid or enforceable. Licensee may have a witness sign if it chooses.

24.4 Records. Licensor will keep a record of the signed Agreement, including the time of signature, the typed entries, the version of the Agreement and technical information such as the IP address, and will give Licensee a copy. Licensee may request a paper copy. Licensee should save or print its copy.

24.5 Hardware and Software. To access and keep an electronic copy, Licensee needs a device with an internet connection, a current web browser and software that can open PDF files. Schedule E contains the full e-signature consent.

24.6 Right to Withdraw. Licensee may withdraw consent to electronic records before signing by contacting Licensor at (888) 545-8007 and asking for a paper process, but Licensor then may require signing on paper before it delivers anything.

Article 25. Notices and General Provisions

25.1 Notices. Notices must be in writing and sent by email to the address most recently stated by the receiving party, with a copy by overnight courier or certified mail where this Agreement says so. Licensor's address for notices is Foreclosure Recovery Inc., 30 N Gould St, Ste N, Sheridan, WY 82801, with email to the support address published on the Dashboard. Licensee's address for notices is the address it gives on the signature page. A notice by email is given on the next business day after it is sent without a bounce, and a notice by courier or mail when delivered or refused. A party may change its address on notice. Licensor may also give routine notices through the Dashboard.

25.2 Entire Agreement. This Agreement, with its Schedules, is the entire agreement between the parties on its subject and replaces all earlier or contemporaneous discussions, sales presentations, videos, web pages, drafts and understandings. Licensee confirms it is not relying on any statement that this Agreement does not contain.

25.3 Amendment. Except for rate changes under Section 9.3 and updates to the Licensed Materials, this Agreement may be amended only in a writing, including an electronic writing, that both parties sign.

25.4 Severability. If a provision is unenforceable, it will be enforced to the maximum extent allowed and the rest of the Agreement stays in effect.

25.5 Assignment. Licensee may not assign or transfer this Agreement or any right under it, by operation of law or otherwise, without Licensor's written consent. Licensor may assign this Agreement to an affiliate or to a successor to its business, on notice.

25.6 Force Majeure. Neither party is liable for delay or failure (other than a failure to pay money) caused by events beyond its reasonable control, including natural disaster, war, terrorism, labor disputes, government action, power or internet outages, and failures of third-party providers. The affected party will notify the other and resume performance promptly.

25.7 Counterparts; Electronic Signatures. This Agreement may be signed in counterparts, each of which is an original and all of which are one agreement. Electronic signatures and electronic copies are as valid as originals.

25.8 Survival. Articles and Sections that by nature should survive will survive, including definitions, payment obligations, Articles 14 through 17, Section 18.5, and Articles 19 through 23, and this Section 25.8.

25.9 Waiver. Failing to enforce a provision is not a waiver of it.

25.10 No Third-Party Beneficiaries. Only the parties may enforce this Agreement.

25.11 Fair Reading. Both parties have had the chance to review this Agreement with counsel. It will not be read against the drafter.