AG3NT.HOMES, LLC END USER LICENSE AGREEMENT

Last updated: April 24, 2026

Thank you for choosing to use ag3nt.homes, LLC (the “Company”) platform tools. This End User License Agreement (the “Agreement”) contains the terms and conditions that govern access to and use of the ag3nt.homes, LLC website and any content, functionality, and services offered on or through it by individual consumers and business customers, including a conversational AI assistant designed to help users identify homes and related housing opportunities by processing natural-language requests, user-submitted images, and housing-related information such as neighborhood characteristics, schools, commute times, and similar location-based data (the “Software”). The Company provides the Software solely on the terms and conditions set forth in this Agreement, the Privacy Policy, and the Terms of Use and on the condition that you accept and comply with them. By clicking the “Accept” button below or by accessing or otherwise using the Software, you either individually, or as an authorized representative of the purchasing entity, agree to be legally bound by the terms and conditions set forth in this Agreement, the Privacy Policy, the Terms of Use and any other agreements incorporated by reference, including any warranty disclaimers, limitations of liability, and termination provisions contained herein. This Agreement, the Privacy Policy, and the Terms of Use may be amended by Company at any time in its sole discretion by delivering notice of any material change to Customer by email, regular mail, and/or notification on the Company website. Such amendments shall be effective thirty (30) days after the delivery of such notice. If any change is unacceptable, Customer’s sole and exclusive remedy shall be to (a) terminate this Agreement pursuant to Section 9.2(iii), and (b) request a pro rata refund of any prepaid fee or service charge that Customer paid for the period during which such termination occurs. Customer’s continued use of the Software following such thirty (30) day period shall constitute a binding acceptance of any amendment. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SOFTWARE THAT YOU DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF THE COMPANY’S SOFTWARE.

SECTION 1 DEFINITIONS

1.1 Definition. The terms below shall have the following meanings throughout this Agreement: (a) “Access Requirements” shall have the meaning set forth in Section 5.1. (b) “Affiliates” shall mean, with respect to any individual or entity, any other individual or entity that directly or indirectly controls, is controlled by, or is under common control with such individual or entity. (c) “Authorized Users” shall mean any natural person that Customer grants the right to access and use the Software consistently with the terms of this Agreement, including Customer’s employees, agents, and contractors. (d) “Company” shall mean ag3nt.homes, LLC. (e) “Company Property” shall mean all legal rights and interests, including inventions, patents, copyrights, moral rights, marks and other intellectual property rights, and derivative works and all copies thereof, in the following: (i) the Software, (ii) Proprietary Information; (iii) all systems, processes, tools, techniques, methods, and materials used or made by Company in its performance hereunder or employed or developed by Company in connection with the Software; (iv) the Reports; (v) information and materials related to Company business; and (vi) any data in any form provided by Company or its Affiliates. (f) “Customer” shall mean the individual or entity that has acquired the right to access and use the Software, whether for personal, household, professional, or internal business purposes, and shall include such Customer’s Authorized Users where the context requires. (g) “Customer Data” shall mean raw data obtained directly or indirectly from or through Customer or its Authorized Users, which may include personal information and other data as set forth in the Privacy Policy. Customer Data does not include any data in any form provided by Company or its Affiliates. (h) “Documentation” shall mean the user guides, instructions, and similar documentation, whether electronic or otherwise, describing the intended functionality and proper use of the Software. (i) “Fees” shall have the meaning set forth in Section 3.1. (j) “Legal Notices” shall mean those certain legal notices that Company is obligated to provide by law and/or by contract, as described in Section 5.4. (k) “License Term” shall mean the term during which a Customer is authorized to access and use the Licensed Software. (l) “Licensed Software” shall mean the particular content, functionality, features, or services made available on or through the Company website that Customer has acquired the right to access and use, subject to the terms and conditions set forth herein. (m) “Permitted Uses” shall mean the use of the Licensed Software by Customer or an Authorized User, as applicable, for Customer’s own personal, household, professional, or internal business purposes, including searching for, reviewing, comparing, managing, marketing, or receiving AI-assisted recommendations regarding homes and related housing opportunities. (n) “Privacy Policy” shall mean the Company Privacy Policy, available on the Company website. (o) “Prohibited Actions” shall have the meaning set forth in Section 2.3. (p) “Proprietary Information” shall mean, collectively and without regard to form, Confidential Information and Trade Secrets. “Confidential Information” is any non-public confidential or proprietary information of value to Company other than Trade Secrets, and any data or information defined herein as a Trade Secret that does not qualify as a trade secret under applicable law, including but not limited to the terms of this Agreement and the existence, content, and result of any dispute resolution proceedings arising from or related to this Agreement. A “Trade Secret” is information that derives actual or potential economic value from not being generally known to, and not being readily ascertainable by proper means by, others who can obtain economic value from its disclosure or use, and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, including but not limited to the Software and derivative works thereof. (q) “Reports” shall have the meaning set forth in Section 4.1. (r) “Software” shall have the meaning set forth in the introductory paragraph of this Agreement, including all content, functionality, and services offered on or through the website, mobile applications, and other related technology and services provided in relation to such Software, including conversational interfaces, AI-generated search results, recommendations, summaries, rankings, image-based or visual analysis features, and other housing-related outputs made available through the Software. (s) “Terms of Use” shall mean the Company Terms of Use, available on the Company website. 1.2 Interpretation. This Agreement, the Privacy Policy, and the Terms of Use are intended to be interpreted consistently with each other. To the extent that the terms of such documents cannot be interpreted consistently, the documents shall control in the following order: (i) this Agreement, (ii) the Privacy Policy, and (iii) the Terms of Use.

SECTION 2 LICENSE; USES

2.1 License Grant; Limitations. Subject to the terms and conditions of this Agreement, including Customer’s payment of all applicable Fees and compliance with any use limits communicated at the time of purchase, Company hereby grants to Customer, during the applicable License Term, a limited, non-exclusive, non-sublicensable, revocable, and non-transferable right to access and use, and to permit the authorized number of Authorized Users to access and use, the Licensed Software and Documentation solely for the Permitted Uses. This license includes the right for Customer and Authorized Users, as applicable, to access, display, use, and download or print reasonable portions of the Documentation and any reports, outputs, or other materials generated by the Licensed Software for Customer’s personal, household, professional, or internal business purposes, in each case only as made available through the ordinary functionality of the Licensed Software. Customer is responsible for all acts and omissions of its Authorized Users and for maintaining the confidentiality of account credentials used to access the Licensed Software. Except as expressly permitted in this Agreement, Customer shall not, and shall not permit any third party to, resell, sublicense, lease, timeshare, outsource, white-label, distribute, or otherwise make the Licensed Software available to any third party. 2.2 Reservation of Rights. No exclusive rights to the Software are granted pursuant to this Agreement. As between the parties, Company and its licensors retain all right, title, and interest in and to the Software, the Documentation, and all other Company Property, including all related intellectual property rights, subject only to the limited rights expressly granted to Customer under this Agreement. No license or right is granted to Customer by implication, estoppel, exhaustion, or otherwise, and Customer acquires no right to receive a copy of any software code or to use the Software except as expressly set forth herein. 2.3 Prohibited Uses. Customer agrees that it shall not (i) permit any third party to access the Software except as permitted herein, (ii) modify, reverse engineer, decompile or otherwise attempt to discover or copy the Software, (iii) create derivative works based on the Software, (iv) copy, frame, mirror or reproduce any part or content of the Software, (v) exploit any bugs to use the Software for any purpose not specified in Section 2.1, (vi) use the Software to send unsolicited communications, (vii) use the Software in any manner that could damage, disable, overburden or impair the Software or another customer’s use of the Software; (viii) remove, obscure, or change any copyright, trademark, hyperlink or other proprietary rights notices contained in the Software; (ix) use the Software to violate the security of any network or to transfer or store any illegal material in violation of any law, including intellectual property laws; (x) misrepresent or otherwise disguise the source of data that you upload using the Software, including by using an alias, disguising the source IP address of the uploaded data, or similar processes and behaviors; (xi) use the Software to steal or infringe upon any other customer’s intellectual property rights in their data, (xii) use the Software in a manner that violates any federal, state or local laws or regulations that apply to Customer, (xiii) use the Software or any output generated by the Software to unlawfully screen, exclude, steer, target, or discriminate against any person or group in connection with housing, credit, or related opportunities, (xiv) use the Software in a manner that violates any other representation, warranty or covenant of Customer contained herein, (xv) disclose, display, publish, transmit or otherwise make available the Software, in whole or in part, except in confidence to Customer’s personnel on a need-to-know basis, or (xvi) use the Software for purpose outside its intended use or in a manner inconsistent or in contravention of any manual, guide or instruction provided by Company (collectively, the “Prohibited Actions”).

SECTION 3 FEES AND PAYMENT

3.1 Amount of Fees. As consideration for access to and use of the Licensed Software, Customer agrees to pay license fees to Company as agreed to by Customer at the time of purchase (the “Fees”). Unless otherwise agreed in writing, Company reserves the right to prospectively modify and change the amount of Fees it charges for the use of particular Licensed Software. 3.2 Billing and Payment. Customer agrees to pay Company, all Fees due hereunder at the time of purchase and such other times specified at the time of purchase. 3.3 Late Payments; Suspension of Services. In addition to any other remedies set forth herein, Company reserves the right (i) to charge interest on any late payments at a rate of 1.5% per month and (ii) to suspend Customer’s use of the Licensed Software until such Fees are paid. Fees will continue to accrue during the period of such suspension unless the License Term is terminated as provided herein. 3.4 Refunds. Except for (i) Company’s material breach of the warranty set forth in Section 7.3, or (ii) the termination of this Agreement pursuant to Section 9.2(iii), or (iii) Company discontinuation of a Software program pursuant to Section 9.2(ii)(d), Customer shall not be entitled to any refund of any Fees paid or that accrue or become payable prior to the termination of the License Term for the applicable Licensed Software. Upon a discontinuation of a Software program pursuant to Section 9.2(b)(v), Company will provide a pro rata refund of any prepaid fee or service charge that you paid for the period during which such termination occurs if you no longer have the ability to access or use such Software at the time of such termination. 3.5 Taxes. Customer shall be responsible for any and all taxes related to the Fees charged hereunder, including but not limited to state and local sales, privilege, use or excise taxes, but excluding taxes based on net income.

SECTION 4 DATA RIGHTS; INTELLECTUAL PROPERTY RIGHTS; CONFIDENTIALITY

4.1 Customer Data. Customer shall be the sole and exclusive owner of the Customer Data. , Customer hereby grants Company a non-exclusive, worldwide, royalty-free, license during the applicable License Term, and thereafter solely as necessary to comply with applicable law or as expressly permitted by this Section., to host, process, transmit, reproduce and otherwise use Customer Data solely to (i) to provide the services incorporated into the Licensed Software and other related services requested by Customer, (ii) to provide maintenance and support for the Licensed Software,iii) analyze, summarize, aggregate and otherwise consolidate Customer Data with similar data from other sources for the purpose of identifying trends, patterns, relationships and to develop data aggregates, abstracts, reports, research and other descriptions (“Reports”), (iv) to use and distribute Reports to third parties, (v) prevent fraud, misuse, or technical issues, (vi) for any other use disclosed at the time of collection, (vii) to disclose such information when required to do so by applicable law, such as in response to a subpoena, and (vii) in any other manner consistent with the Privacy Policy. At all times, Customer Data will be treated in accordance with the Privacy Policy, which is incorporated by this reference into this Agreement. The Privacy Policy is subject to change as provided therein. 4.2 Receipt of Communications. By accepting this Agreement, Customer hereby gives its prior consent to sending and receiving the quantity, frequency and types of messages, as applicable, delivered as part of the use of the Software. Customer acknowledges that if it desires to stop receiving such communications provided as part of the Software, Customer must immediately notify Company and that upon receiving such notification Customer’s access to and use of the applicable Licensed Software shall automatically terminate. 4.3 Destruction of Customer Data. Except as otherwise set forth in the Privacy Policy, Company may destroy, discard or delete any Customer Data in its possession in accordance with its policies and applicable law after the License Term for particular Licensed Software, and Company has no obligation to retain such Customer Data after the applicable License Term. Company shall not be liable to Customer for the loss of any Customer Data that is destroyed, discarded, deleted or corrupted by Company pursuant to this section or at any time after termination of the applicable License Term. Company has no obligation to retain or maintain any backup copies of any Customer Data after Customer deletes or revises such Customer Data through the Software or after termination of the applicable License Term. Nothing herein shall require Company to destroy or cease using any Customer Data in a manner permitted by Section 4.1, including incorporation of such Customer Data into Reports, which was collected prior to the termination of this Agreement. 4.4 Intellectual Property Rights. Customer acknowledges that the Company Property is the proprietary property of Company and is protected under the terms of this Agreement and applicable laws, including copyright, contract and trade secret laws. This Agreement only grants Customer a right to access and use the Licensed Software, which is not coupled with an interest and may be terminated under the terms of Section 9 herein. Customer shall take no action that jeopardizes Company Property, shall not assert any right, title, or interest, or other ownership or property rights, in or to any Company Property, and shall keep the Software free and clear of all claims, liens and encumbrances. Neither this Agreement nor any rights hereunder shall be an asset of Customer in any manner whatsoever; however, this Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. 4.5 Confidentiality. The unauthorized disclosure or use of the Proprietary Information would cause great injury and harm to Company. Therefore, Customer agrees to take all reasonable actions to ensure the confidentiality and security of the Proprietary Information, but in any event no less than the same standard of care it uses to protect its own Proprietary information. Without limiting the generality of the foregoing, Customer agrees that it: (i) shall maintain the Proprietary Information in the strictest confidence, including compliance with remote access security requirements; (ii) shall not disclose, display, publish, transmit or otherwise make available such Proprietary Information or the benefit thereof, in whole or in part, except in confidence to its own personnel on a need-to-know basis; and (iii) except as expressly permitted hereunder, shall not copy, duplicate, replicate, transform or otherwise reproduce such Proprietary Information. The restrictions in this Section shall apply during the Term and shall remain continuously in full force and effect after any expiration or termination of this Agreement. 4.6 Damages. Customer acknowledges that the Company Property has been developed at great expense and effort. Therefore, each provision for the protection of the Company Property is material to this Agreement and any threatened or actual breach which jeopardizes the confidential and/or proprietary nature thereof shall constitute immediate, irreparable harm to Company and shall entitle Company, in addition to any other remedies it may have at law or in equity (including recovery of damages), to injunctive relief or other similar or appropriate remedy or relief without posting bond as a condition of such relief.

SECTION 5 OTHER CUSTOMER OBLIGATIONS AND AGREEMENTS

5.1 Access Requirements. Customer is responsible for providing and maintaining the systems required to access and use the Software, including compatible devices, a supported web browser, internet connectivity, and any other minimum technical requirements communicated by Company from time to time (the “Access Requirements”). 5.2 Compliance with Law. Customer warrants that it will access and use the Software only for lawful purposes and in compliance with all applicable federal, state, local, and international laws, regulations, and rules, as well as the Terms of Use 5.3 Rights to Content. To the extent that the Software permits a Customer or any Authorized User to upload, submit, or otherwise provide content, Customer represents and warrants that such content complies with applicable law, the Terms of Use, and does not violate or infringe the rights of any third party. 5.4 Required Legal Notices, Special Terms for Certain Jurisdictions. Certain content or functionality available on or through the Software may be licensed by Company from third parties and is subject to copyright and other intellectual property rights owned by or licensed to such third parties. In addition, access to and use of the Software may be subject to special provisions required by applicable law in your jurisdiction. Certain restrictions related to such content and/or jurisdictions may be set forth in the Legal Notices, and your use of the Software is subject to the restrictions and terms set forth therein.

SECTION 6 MAINTENANCE AND SUPPORT; NEW RELEASES

6.1 Support for Software. Customer may obtain support by email at julian@ag3nt.homes. Support shall consist of electronic assistance for reporting problems and seeking help regarding Customer’s use of the Software. Unless otherwise expressly stated, support will be provided only for the then-current version of the Software. 6.2 Updates and Service Interruptions. Company may periodically make improvements, changes, updates, or additions to the Software in its sole discretion. Any such updates shall be deemed part of the applicable Software and covered by the terms of this Agreement. Customer acknowledges that access to the Software may depend on internet connectivity, data centers, or other services provided by third parties, and that Company shall not be responsible for any interruption, failure, or other issue related to the quality or availability of such third-party services. 6.3 New Features; Modifications. Except as otherwise agreed by Customer and Company in writing, the support services set forth in this section do not grant Customer the right to receive any new features or substantial additional functionality that Company determines in its sole discretion will be subject to additional fees and/or terms. Company reserves the right to modify all or any portion of the Software in its sole discretion and shall not be liable for making any such modification. 6.4 Exclusions. Company shall not be responsible for providing support for any third-party software, systems, equipment, or services. Assistance regarding any of the foregoing shall be at the sole discretion of Company. Company shall not have any responsibility or liability of any kind arising from or relating to: (a) Customer’s failure to (i) maintain the Access Requirements prior to using the Software, or to maintain them thereafter, (ii) report a problem, and (iii) provide information and cooperation as reasonably requested by Company to investigate or address an issue. (b) Problems resulting from misuse, abuse, negligence, or improper use of the Software; problems caused by products or services not provided by Company; or internet or telecommunications connection problems. (c) Any modification, alteration, revision, integration, or other change made by any party other than Company or Company-authorized representatives that affects access to or use of the Software. (d) Data or data input, output, integrity, storage and backup of all Customer Data and files created or stored using the Software, which shall be deemed under Customer’s exclusive control.

SECTION 7 LIMITATIONS OF LIABILITY; INDEMNIFICATION

7.1 Allocation of Risk. Customer expressly agrees that this Agreement reflects allocation of risks, including warranty disclaimers, liability limitations and exclusive remedies described in this Section 7. In consideration thereof, Customer agrees to such risk allocation, and that all related costs and expenses are Customer’s sole responsibility, incurred at its own risk and with its independent business judgment that such costs and expenses are appropriate. Customer also agrees that it shall be responsible for the actions of its Authorized Users that are in violation of the terms of this Agreement. 7.2 Responsibility for Data and Reliance. The Software may present information, content, reports, recommendations, rankings, summaries, or other outputs generated or assisted by artificial intelligence and based in part on Customer Data, user input, listing information, public records, neighborhood data, school information, commute information, or other third-party information. Customer acknowledges and agrees that the Software is intended solely as a decision-support tool and not as a substitute for Customer’s independent judgment, diligence, or professional advice. Company is not acting as a real estate broker, real estate agent, lender, appraiser, attorney, or other professional advisor by providing the Software, unless the parties separately agree in writing to a specific professional engagement. Customer further acknowledges and agrees that the usefulness and accuracy of such materials depend on the completeness, accuracy, and timeliness of the information made available to Company and the availability of third-party services and data sources, and that housing-related information may change rapidly. Customer and its Authorized Users are solely responsible for independently reviewing and verifying any property information, listing status, availability, pricing, suitability, neighborhood characteristics, school information, commute information, legal compliance, and other housing-related details before relying on or acting upon any output from the Software. All decisions made by Customer or its Authorized Users based on information available through the Software remain Customer’s sole responsibility, and Company shall not be liable for the results of such decisions or for Customer’s actions or omissions in reliance on such information. 7.3 Warranty, Disclaimer. THE SOFTWARE, ITS CONTENT, AND THE SERVICES PROVIDED BY THE SOFTWARE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PROVIDED BY LAW, COMPANY, ITS AFFILIATES, AND ANY THIRD-PARTY SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT WARRANT THAT THE SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, GENERATE COMPLETE, ACCURATE, OR CURRENT AI-ASSISTED OUTPUTS, IDENTIFY ALL AVAILABLE HOUSING OPPORTUNITIES, OR INCLUDE COMPLETE, ACCURATE, OR CURRENT LISTING, NEIGHBORHOOD, SCHOOL, COMMUTE, OR OTHER THIRD-PARTY DATA, BE AVAILABLE ON AN UNINTERRUPTED BASIS, BE ERROR-FREE, OR HAVE ALL DEFECTS CORRECTED. CUSTOMER ACKNOWLEDGES AND AGREES THAT ACCESS TO AND USE OF THE SOFTWARE MAY BE INTERRUPTED OR SUSPENDED AND THAT COMPANY AND ITS SERVICE PROVIDERS SHALL HAVE NO LIABILITY WITH RESPECT THERETO. No representation or other affirmation of fact shall be deemed to be a warranty by Company or any of its Affiliates or third-party suppliers. 7.4 Liability Limitation. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL COMPANY, ITS AFFILIATES, OR ANY THIRD-PARTY SUPPLIERS, OR ANY OF THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, PERSONNEL, OR REPRESENTATIVES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, USE, OR DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER’S USE OF, OR INABILITY TO USE, THE SOFTWARE, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR LIABILITY ARISING FROM COMPANY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR LIABILITY THAT CANNOT BE DISCLAIMED UNDER APPLICABLE LAW, THE AGGREGATE LIABILITY OF COMPANY AND ITS AFFILIATES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO COMPANY FOR THE APPLICABLE LICENSED SOFTWARE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.. 7.5 Survival, Limitation on Claims. The limitations provided in this Section 7 shall survive and continue in full force and effect despite any failure of consideration, essential purpose, or an exclusive remedy. Any claim arising hereunder or in connection herewith by either party shall be commenced within one (1) year of the date such cause of action accrued, except for any claims under Sections 4.4 through 4.6. 7.6 Indemnification. Customer shall defend, indemnify, and hold harmless Company, its Affiliates, and third-party suppliers, and their officers, directors, personnel, agents, and representatives (each, an “Indemnified Party”) from and against all claims, demands, proceedings, liabilities, damages, losses, costs, and expenses (including reasonable legal fees and court costs) (“Losses”) brought by any third party arising out of or relating to (i) Customer Data or other content provided by Customer or any Authorized User, (ii) Customer’s or any Authorized User’s violation of this Agreement, the Terms of Use, or applicable law, or (iii) Customer’s or any Authorized User’s use of the Software other than as expressly authorized under this Agreement

SECTION 8 GOVERNING LAW, DISPUTE RESOLUTION

8.1 Governing Law, Jurisdiction. This Agreement, the Software, and any dispute or claim arising therefrom or related thereto shall be governed by and construed in accordance with the internal laws of the State of Utah, without giving effect to any choice or conflict of law provision or rule. Subject to Section 8.2, the state and federal courts located in Utah shall have exclusive jurisdiction over any action permitted to be brought in court under this Agreement, including any action to enforce an arbitration award or to seek temporary or preliminary injunctive relief, and each party waives any objection to such jurisdiction or venue. 8.2 Dispute Resolution. Except for claims eligible for small claims court and claims seeking temporary or preliminary injunctive relief to protect confidential information or intellectual property, any dispute arising out of or relating to this Agreement or Customer’s use of the Software, including disputes concerning interpretation, violation, invalidity, non-performance, or termination, shall be resolved by final and binding arbitration administered by the American Arbitration Association in accordance with its applicable rules. The arbitration shall be conducted on an individual basis in Utah, shall be governed by Utah law, and judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

SECTION 9 TERM AND TERMINATION

9.1 Term of Agreement. This Agreement, as amended from time to time, shall remain in effect while Customer accesses or uses the Software. Each License Term shall continue for the period purchased or otherwise agreed by the parties, unless earlier terminated in accordance with Section 9.2. 9.2 Termination of License Term. The License Term for any Licensed Software may be terminated (i) by either party for a material breach of this Agreement by the other party which remains uncured for more than thirty (30) days after receipt of written notice of such breach; (ii) by Company (a) immediately for any breach of Sections 4.4 or 4.5; (b) immediately if any substantial change in Customer’s organization results in management, ownership or control by a Company competitor, or by an entity with a division or subsidiary that is a Company competitor, or if Customer manages, owns or controls a Company competitor; (c) immediately if Customer becomes insolvent, makes an assignment for the benefit of creditors, suffers or permits an appointment of a receiver for its business or assets, becomes subject to proceedings under any domestic or foreign bankruptcy or insolvency law or is liquidated; or (d) if Company decides, in its sole discretion, to discontinue a particular Software Program; or (iii) by Customer upon a material amendment to the terms of this Agreement within thirty (30) days of the notice of such change being sent. 9.3 Effect of Termination. Upon termination or expiration of a License Term, Customer shall no longer have any right to access or use the applicable Software under Section 2 hereof. In addition, Customer shall cease all use of the Software and, upon Company’s request, return or destroy Company materials pertaining to such Software (including any Documentation) that are in Customer’s possession outside the ordinary course of web access. Customer may, however, retain its own Customer Data or other information contained in its business records that relates to this Agreement and that Customer has in its possession as of the date of termination. 9.4 Survival. Customer acknowledges and agrees that certain provisions of this Agreement which, by their context and content, are intended to survive termination or expiration shall so survive, including but not limited to Sections 4, 6.4, 7, 8, 9, and 10.

SECTION 10 MISCELLANEOUS

10.1 Notices. Notices and other communications under this Agreement shall be made in writing. Notices to Customer may be given by email to the address associated with Customer’s account, by in-product notification, or by other reasonable electronic means, and shall be deemed given when sent. Notices to Company shall be deemed effectively given upon receipt when sent by overnight courier or certified mail (or equivalent) to the following address: Ag3nt.homes, LLC 125 E 100 N #520, Heber City, UT 84032 Attn: Julian Jerzerick 10.2 Headings. Section headings are for convenience only and do not define or limit the scope of any provision hereof. 10.3 Consent. Consent or other approval required hereunder shall not be unreasonably withheld or delayed; however, it shall not be considered unreasonable for Company to withhold its consent if it could serve to jeopardize the confidentiality and/or property interests in and to Company property. 10.4 Entire Agreement. This Agreement, along with the Terms of Use and Privacy Policy, incorporated herein by reference, constitute the entire agreement and understanding between the parties relating to the subject matter hereof, and are intended as the parties’ final, complete, and exclusive statement of the terms hereof, superseding all prior or contemporaneous agreements, representations, promises and understandings, whether written or oral. 10.5 Severability, Waiver. If any term of this Agreement is declared legally invalid or unenforceable, the remaining terms shall remain in full force and effect, and this Agreement shall be deemed amended to replace, to the extent legally permitted, the rights and obligations contained in the invalid or unenforceable term. The invalidity or unenforceability of any term shall not constitute a failure of consideration hereunder. The failure or delay of either party to enforce any term hereof or to exercise any right or remedy granted hereunder shall not be deemed a waiver by that party of any prior, contemporaneous or future enforcement of such terms or exercise of such rights or remedies. All waivers of the terms of this Agreement must be in writing. 10.6 Assignment. Company may assign or transfer this Agreement or any right hereunder without Customer’s prior written consent as part of the sale of all or a relevant part of its business to a third party. Customer may not assign or transfer this Agreement or its rights hereunder without prior written consent by Company. 10.7 Force Majeure. Except for confidentiality and payment obligations, neither party shall be liable for any delay or failure in performing hereunder if caused by any factor beyond its reasonable control, and performance shall be deferred until such cause of delay is removed, provided that the delayed party shall promptly notify the other party of such occurrence