LANDVOICE LICENSE AND SERVICES AGREEMENT

This License and Services Agreement (the “Agreement”) is entered into between Warnock’s Inc., a Utah corporation d/b/a Landvoice (the “Company”) and the individual or entity submitting this form for enrollment as a licensee of the Company (“Licensee”). By enrolling as a Licensee, receiving or using the product (“Product”) or services (“Services”) available at www.landvoice.com (the "Web Site"), or any co-branded and/or linking site, the licensee, if in good standing shall be referred to herein as a "Subscriber". Subscriber agrees to be bound by the terms and conditions of this Agreement during the entire period of subscription purchased. Company reserves the right to change the Terms of this Agreement from time to time at its sole discretion. Subscriber must accept any new terms and conditions in the updated form of this Agreement in order to continue a subscription beyond the initial subscription period. Subscriber agrees that payment for a new period of subscription shall constitute acceptance of any new terms and conditions which are contained in the updated form of this Agreement. This Agreement shall apply to all versions, distributions, deliveries, assignments, and uses of Product and Services, including leads and other data and information, as well as visits to and use of the Web Site, both now and in the future.

I. LICENSE GRANT

Subject to the provisions of this Agreement as well as the payment of all applicable license fees for the term of such license, Company grants Subscriber and Subscriber accepts a limited, personal, nonexclusive, nontransferable, nonassignable License to use the Product and Services. Company shall at all times remain the owner of the Product and reserves all rights with respect thereto except as otherwise specifically provided in this Agreement.

II. NUMBER OF AUTHORIZED USERS UNDER YOUR SUBSCRIPTION

UNAUTHORIZED USE SHALL RESULT IN YOUR IMMEDIATE OBLIGATION TO PAY LIQUIDATED DAMAGES TO LANDVOICE OF $1,000 PER VIOLATION, as provided in Section V below. There shall be two types of Subscribers: (1) Individual Subscribers and (2) Office Subscribers. Enrollment as an Individual Subscriber entitles the named Subscriber ONLY to limited use, review, viewing, copying for restricted use of, or printing for restricted use of, the Product or use of any Service, subject only to the Client Exception described in Section IV below. Enrollment as an Office Subscriber entitles ONLY the individuals named on the Office Subscriber enrollment form (collectively “Office Subscribers,” individually “Subscriber”) to limited use, review, viewing, copying for restricted use of, or printing for restricted use of, the Product or use of any Service, subject only to the Client Exception described in Section IV below.

III. THIRD PARTY USE PROHIBITED

Subscriber shall NOT share, distribute, forward, copy to, permit use, or allude to, any Product or Service to or for the benefit of any third party (a party who is not a Subscriber), subject only to the Client Exception described in Section IV below. Subscriber shall take all precautions necessary to safeguard Subscriber’s password and shall not share Subscriber’s password with any other person, including without limitation a “Client of the Subscriber” (defined below). Subscriber shall take commercially reasonable steps to prevent misappropriation of any Product or Services in the possession of Subscriber by any third party, including without limitation any co-workers or associated real-estate professionals.

IV. CLIENT EXCEPTION

The limitation on the number of authorized users shall not apply to a bona fide client of the Subscriber, who (A) has entered into a written contract with the Subscriber, pursuant to which the Subscriber is entitled to receive compensation in the form of a fee or commission for the purchase, sale or rental of real property by the client of the Subscriber; and (B) has agreed and is bound in writing to be bound by the terms of this Agreement to the same extent as if such Client of the Subscriber were a Subscriber (a person satisfying (A) and (B), referred to herein as “Client of the Subscriber”). Subscriber may share Products and Services with any Client of the Subscriber, , but under no circumstances shall Subscriber share Subscriber’s password with Client of the Subscriber. Subscriber agrees to indemnify and hold harmless Company with respect to any damages caused by any Client of the Subscriber who violates the terms and conditions of this Agreement and Subscriber shall be directly responsible for any misappropriation of Product or Services by either Subscriber or any Client of Subscriber. Company may seek from Subscriber, and shall be entitled to collect from Subscriber, the liquidated damages described below for any violation of this Agreement by Subscriber or any Client of the Subscriber, against Subscriber directly, regardless of the availability or condition of Client of the Subscriber.

V. LIQUIDATED DAMAGES

Subscriber and Landvoice agree that in the event Subscriber violates Subscriber’s obligations under this Agreement, damages shall be difficult to ascertain and highly speculative, given the difficulty of ascertaining the precise value of the Product and Services in any given circumstance and the unknown degree of wrongful use once uncontained. Subscriber and Company agree that, for purposes of this Agreement, a specific sum of One Thousand Dollars ($1,000.00) is an appropriate estimate of the damages likely to be suffered by Company due to each and every individual instance of misappropriation of Product or Service. Such sum shall be assessed for each and every distinct violation of this Agreement. A “distinct violation” shall be determined by treating separately each occurrence and each recipient of any misappropriated Product or Service of Company, and for any occurrence which occurs at multiple times and on multiple days, each such time and/or day shall be separate occurrences.

VI. GENERAL DISCLAIMER

Although Company has made reasonable efforts to ensure accurate information in its Product and Web Site, including the reliable acknowledgement of individuals listed on the National Do Not Call Registry, the Company assumes no responsibility for the accuracy of the information. COMPANY PROVIDES THIS PRODUCT, SERVICE AND WEB SITE CONTENT "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, TO THE FULLEST EXTENT ALLOWED BY LAW. COMPANY FURTHER DISCLAIMS ALL OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT UNINTERRUPTED OR ERROR FREE FUNCTIONS CONTAINED IN THIS PRODUCT, SERVICE OR WEB SITE OR ITS CONTENT OR THAT THE WEB SITE OR ITS SERVER ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

VII. LIMITATION ON DAMAGES

COMPANY SHALL NOT BE LIABLE FOR DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES RESULTING FROM THE USE OR INABILITY TO USE PRODUCT, SERVICES OR WEB SITE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THIS LIMITATION INCLUDES DAMAGES FOR NEGLIGENCE OR GROSS NEGLIGENCE. THIS PROVISION IS SUBJECT TO POSSIBLE LIMITATION UNDER STATE LAW.

VIII. INDEMNIFICATION

Subscriber agrees to indemnify and hold harmless Company, at Subscriber's sole expense, against any claim, action, legal proceeding, damages, liability, settlements, expenses (including attorneys' fees) and other costs arising from a lawsuit brought by a third party relating to (i) breach of any of these terms by Subscriber; (ii) Subscriber's negligence or misconduct, or (iii) claims that any act or omission of Subscriber (other than mere possession of a Company Product in the form supplied by Company) has infringed the copyright, trademark, trade secret, patent, or other proprietary right of a third party.

IX. INTELLECTUAL PROPERTY

This Agreement grants to Subscriber ONLY a limited one-time license for personal use of the Product and Services. All Intellectual Property, including without limitation all copyrighted material, all trademarks, service marks, logos, or other corporate identification, all know-how, trade secrets and any other proprietary information of the Company remains the exclusive property of the Company. Commercial resale, electronic extraction or reformatting of Product or Services or any information available on the Web Site or on any other co-branded website is strictly prohibited. Data mining, screen scraping, downloading or any other activity designed to obtain, re-use, reformat, re-sell the proprietary information of the Company or co-branded websites is strictly prohibited. Reposting, manipulation, display or other web-based presentation of data obtained through the Web Site or co-branded website on the Internet or through e-mail is strictly prohibited.

X. ACKNOWLEDGEMENT OF TRADE SECRET STATUS

Subscriber acknowledges that all material furnished to Subscriber by Company pursuant to the Services constitutes unpublished protectable confidential information and a “trade secret” within the meaning of the Utah Uniform Trade Secrets Act (Utah Code Sec. 13-24-2(4)).

XI. CONFIDENTIALITY

“Confidential Information” means any material, data, or information in whatever form or media that is provided or disclosed to Subscriber by Company pursuant to the Service, except for any information that is:< (a) publicly available or later becomes available other than through a breach of this Agreement; (b) known to Subscriber or its employees, agents, or representatives prior to such disclosure or is independently developed by Subscriber or its employees, agents or representatives subsequent to such disclosure; or (c) subsequently lawfully obtained by the Subscriber or its employees, agents or representatives from a third party which does not owe obligations of confidentiality to Company. Subscriber shall exercise the same degree of care and protection with respect to the Confidential Information that it exercises with respect to its own Confidential Information, but in no event less than a reasonable degree of care. Subscriber shall not directly or indirectly disclose, copy, distribute, republish, or allow any Third Party to have access to any Confidential Information. Notwithstanding the above: (i) Subscriber may disclose Confidential Information to Client of the Subscriber in accordance with Section IV of this Agreement; and (ii) Subscriber may disclose Confidential Information if so required by law (including court order or subpoena), provided that reasonable notice is given to Company and Company gives its approval. Company approval or disapproval shall be given within reasonable time, such time always to allow the Company to move for a protective order or other protective measure in a timely manner. If Company fails to give its approval, Subscriber may disclose after obtaining a written opinion from counsel that such disclosure is required by law and all obligations of this Section X have been met.

XII. SUBSCRIBER REPRESENTATIONS

12.1. Any information provided to Company by Subscriber is true, complete and accurate, does not represent Subscriber as someone else, does not falsely identify any third party, and does not violate any law, statute, ordinance or regulation.

12.2. Subscriber has funds available and/or adequate credit in the method of payment offered to satisfy the financial obligations incurred in subscription.

12.3. Subscriber has no plans or intentions to share Product, Services, or any Confidential Information or proprietary information of Company with any third party in contravention with the terms of this Agreement.

12.4. Subscriber hereby represents and acknowledges that in entering into this Agreement Subscriber did not rely on any representations or warranties other than those explicitly set forth in this Agreement.

12.5. Subscriber has read this entire Agreement, understands it, and agrees to be bound by all terms and conditions stated herein.

XIII. LINKS TO THIRD PARTY SITES

The Web Site contains links to third party sites. Subscriber accesses these sites at Subscriber's own risk. Company is not responsible for the contents, changes, updates, or other links contained in a linked site. Company provides these links merely as a convenience, and the inclusion of such links is not an endorsement by Company of any site.

XIV. TERMINATION

14.1.1. Subscriber may terminate this Agreement at any time by contacting Company to inform Company of Subscriber’s desire to cancel the subscription and the Service by means of Subscriber using any of the two following contact opportunities: (1) via telephone (888.678.0905), (2) or via email at support@landvoice.com.

14.1.2. No refund of fees shall be given if Subscriber is in breach of this Agreement. In the event that Subscriber terminates this Agreement in accordance with Section 14.1.1 of this Article, Company will provide a full refund of fees, so long as such termination occurs within three (3) business days following Subscriber’s acceptance of, and entry into, this Agreement. If such three days have passed, then Subscriber shall receive no refund.

14.1.3. In the event that Subscriber has agreed to pay a monthly fee for a Silver subscription agreement(s) with the Company, which includes free add-on products or services, and the Subscriber terminates this Agreement, then Subscriber shall receive no subscription refund, and the Subscriber agrees to a one-time charge of $397.00 and no product return. In the event of annual prepayment there is no refund or product return.

14.1.4. In the event that Subscriber has agreed to pay a monthly fee for a Gold subscription agreement(s) with the Company, which includes free add-on products or services, and the Subscriber terminates this Agreement, then Subscriber shall receive no subscription refund, and the Subscriber agrees to a one-time charge of $567.00 and no product return. In the event of annual prepayment there is no refund or product return.

14.2.1. Company may terminate this Agreement upon any breach by Subscriber of any material term of this Agreement.

14.2.2. Company may terminate this Agreement at any time, so long at it refunds Subscriber pro-rata on the number of days remaining in any fully paid period.

14.3. Obligations of Subscriber under this Agreement shall survive for a period of three years following termination of this Agreement. Notwithstanding the previous sentence, any protection afforded the intellectual property rights of Company, including without limitation any copyrightable works, any trademarks, and any trade secrets (including but not limited to the provisions of Sections IX, X and XI), shall remain binding upon Subscriber for the longest period of time allowed by law and shall be perpetual if allowed by law.

XV. AUTHORIZATION FOR PAYMENT

By signing up for a free/sample trial or for any direct service provided by Company and by providing either credit card, debit card or ACH transaction information, Subscriber consents to the subsequent recurring billing for services/access provided by the Company after the expiration of any free/sample trial period to the extent said period is applicable or in the event a free/sample trial is not applicable, Subscriber consents to recurring billing for services/access provided on an ongoing basis. Such recurring billing shall continue until such time as the Subscriber cancels the service in accordance with the cancellation policy.

XVI. PRIVACY

Unless specifically noted when the information is obtained, Company will not disclose information that personally identifies its subscribers, customers and clients available to third parties outside of Landvoice and its controlled subsidiaries and affiliates without your consent with the exception of: (1) circumstances in which Subscriber linked to the Web Site or subscription form from another web site or (2) information other than information used to subscribe to services which Subscriber transmits to or posts on this Web Site. For more information, please see the Company Privacy Policy available for all users at the Web Site.

XVII. ARBITRATION

17.1 Binding Nature. Any claim or controversy arising out of or relating to this Agreement must be submitted and settled as set forth in this section. SUBSCRIBER EXPRESSLY WAIVES ANY LEGAL RIGHT OR PRIVELEGE TO PARTICPATE IN A CLASS ACTION OR ANY OTHER CONSOLIDATED PROCEEDINGS.

17.2 Escalation Procedure. If any individual party to this Agreement alleges that any other party to this Agreement has breached or may breach any of the terms of this Agreement, then the party alleging breach shall inform the other party or parties of their breach in writing pursuant to the notice provisions of this Agreement. Upon receipt of such notice, the allegedly nonperforming party shall have ten (10) days to cure the alleged breach. If the parties do not agree that effective cure has been accomplished by the end of the ten (10) day period, then the parties shall meet in person and confer in good faith to resolve the dispute within fifteen (15) days of the expiration of the prior ten (10) day period. If the parties do not agree that effective cure has been accomplished by the end of the fifteen (15) day period, then either the Company or an individual Subscriber may file an action for arbitration.

17.3 Filing of Claim. If, after the above procedures, the dispute remains unresolved, then the dispute shall be submitted to the office of the American Arbitration Association located in Salt Lake City, Utah, said arbitration to be administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules in effect at the time of the arbitration and the laws of the State of Utah governing such arbitrations. Each individual Subscriber must file a separate claim for arbitration, even if the basis for such claim is substantially similar to that of another Subscriber. NO CONSOLIDATION OR CLASS TREATMENT SHALL BE GRANTED IN SUCH ARBITRATION. Such arbitration must be filed within twelve (12) months of the first accrual of the cause of action, and the parties agree that the statute of limitations for any cause of action brought pursuant to, in connection with, or relating to the provision of the Services or any other subject matter of this Agreement shall be twelve (12) months from the first accrual of the cause of action.

17.4 General Rules. An arbitrator shall have the authority to arbitrate disputes between the Company and ONE individual Subscriber only. The arbitration shall be heard and decided no later than seven (7) months after the notice of arbitration is filed with the American Arbitration Association. The arbitrators shall hear and determine any preliminary issue of law asserted by a party to be dispositive of any claim, in whole or in part, in the manner of a court hearing a motion to dismiss for failure to state a claim or for summary judgment, pursuant to such terms and procedures as the arbitrators deem appropriate. No witness or party may be required to waive any privilege recognized under Utah law. The hearing shall not last longer than one (1) days unless all parties agree otherwise, with time to be divided equally between Subscriber and Company. In the event of such arbitration each party shall select an impartial arbitrator and the parties' impartial arbitrators shall select a chief arbitrator from a list provided by the American Arbitration Association.

17.5 Discovery. For good cause shown, the arbitrators may permit each side to serve no more than ten (10) document requests (including subparts) and ten (10) interrogatories (including subparts) on the opposing parties. For good cause shown, the arbitrators may permit each side to subpoena no more than three (3) witnesses for testimonial depositions (each deposition not to exceed two (2) hours of examination by the party who has subpoenaed the witness). Any discovery as set forth above shall be governed by the Federal Rules of Civil Procedure and the precedents applicable to cases brought in the United States District Court for the District of Utah. No other discovery shall be permitted except by written agreement of all parties. The parties and the arbitrators shall treat all aspects of the arbitration proceedings, including, without limitation, discovery, testimony, and other evidence, briefs, and the award, as strictly confidential and not subject to disclosure to any third party or entity, other than to the parties, the arbitrators, and the American Arbitration Association. The arbitrators must give full effect to the applicable law and to all terms of this Agreement, and are specifically divested of any power to render decisions in derogation thereof or ex aequo et bono.

17.6 Decision. The arbitrators shall issue written findings of fact and conclusions of law, the decisions of the arbitrators will be binding and conclusive upon all parties involved, and judgment upon any decision of the arbitrators may be entered in the highest court of any forum, federal or state, having jurisdiction thereof.

XVIII. MISCELLANEOUS

18.1 No Partnership or Agency. Subscriber understands and acknowledges that no joint venture, partnership, employment, or agency relationship exists or is created between Subscriber and Company as a result of subscription to Product or Service or use of the Web Site.

18.2 Assignment. Subscriber may not assign or transfer its interests, rights or obligations under this Agreement by written agreement, merger, consolidation, operation of law, or otherwise, without the prior written consent of Company. Any attempt to assign this Agreement by Subscriber shall be null and void. Company may assign its interest and obligations under this Agreement at its sole discretion.

18.3 Governing Law. The contents of Product, Service and Web Site and any claims related to them are governed by the laws of the State of Utah, without reference to its conflict of laws rules. Subscriber consents to the exclusive jurisdiction of the state and Federal courts located in Salt Lake County, Utah, and Subscriber waives to the fullest extent allowed by law the defense of an inconvenient forum to the maintenance of any action or proceeding. Subscriber waives any right to trial by jury with respect to any claim or controversy arising out of or relating to this Agreement.

18.4 Attorneys' Fees. In the event of any breach of this Agreement, the Company, if the prevailing party, shall be entitled to reimbursement of all of its costs and expenses, including reasonable attorneys’ fees, incurred by Company in connection with such dispute, claim, or litigation, including any appeal therefrom. For purposes of this Section, the determination of which party is to be considered the prevailing party shall be decided by the court of competent jurisdiction or independent party (i.e., mediator or arbitrator) that resolves such dispute, claim, or litigation.

18.5 Injunctive Relief. If Subscriber breaches or threatens to breach Section II, III, IV, IX, X or XI, Subscriber agrees that Company will be irreparably harmed and shall be entitled to apply to a court of competent jurisdiction for an injunction compelling specific performance by Subscriber of its obligations under this Agreement without the necessity of posting bond.

18.6 Severability. If any of the provisions of this Agreement shall be invalid or unenforceable under the laws of the jurisdiction where enforcement is sought whether on the basis of a court decision or of arbitral award applicable to the entire Agreement, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions and the rights and obligations of Licensor and Customer shall be construed and enforced accordingly

18.7 Entire Agreement. The above terms and conditions of this Agreement constitute the entire and only agreement between Subscriber and Company on the matters described.

BY CLICKING “SUBSCRIBER ACCEPTS THESE TERMS AND CONDITIONS,” SUBSCRIBER ACCEPTS AND IS BOUND BY ALL THE TERMS AND CONDITIONS OF THIS LICENSE AND SERVICES AGREEMENT.

ND: 4821-3664-2049, Ver 1