SOFTWARE LICENSE TERMS & CONDITIONS

Last Updated April 1, 2024

1. Acceptance of Terms

Vektor LLC (“Licensor”) is willing to license its first-time
home buyer educational content and related software called “BuyAHomeU” (collectively, the
“Software”) to realtors, lenders and other partners (each a “Licensee”) subject to the terms and
conditions provided herein (these “Terms & Conditions”) and any other written agreement or
terms entered into by and between Licensor and Licensee which incorporate these Terms &
Conditions. BYACCEPTING THESE TERMS AND CONDITIONS THROUGH
LICENSOR’S WEBSITE, BUYAHOMEU.COM (THE “WEBSITE”), ENTERING INTO A
WRITTEN AGREEMENT WHICH INCORPORATES THESE TERMS & CONDITIONS OR
OTHERWISE ACCESSING OR UTILIZING THE SOFTWARE, LICENSEE AGREES TO
AND ACCEPTS THESE TERMS AND CONDITIONS. ALL OTHER TERMS OFFERED BY
LICENSEE, INCLUDING ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS
CONTAINED IN ANY EMAIL, PURCHASE ORDER, ACCEPTANCE OR PROPOSAL ARE
HEREBY OBJECTED TO AND DISALLOWED. Licensor reserves the right to update these
Terms & Conditions at any time.

2. Grant of License

Licensor hereby grants Licensee a limited, revocable, non-
exclusive, non-transferable license to use the Software. The Software will be made available to
Licensee via the Website. Any unauthorized use of the Software will result in immediate
termination of the license contemplated herein, and may give rise to a claim for damages by
Licensor.

3. Reservation of Rights and Ownership

Licensor reserves all rights not expressly
granted to Licensee in these Terms & Conditions. The Software is protected by copyright and
other intellectual property laws and treaties. Licensor owns all right, title and interest in all
intellectual property rights in the Software, including but not limited to copyright derivative
works, and/or any trademark, patent, or trade secret rights, as applicable. The Software is
licensed, not sold. These Terms & Conditions do not grant Licensee (or any others otherwise
authorized in accordance with these Terms & Conditions) any rights to trademarks or service
marks of Licensor, nor any other rights in intellectual property corresponding to this Software,
except insofar as required to use the Software under these Terms & Conditions.

4. Limitations on Use of the Software

Licensee expressly agrees that it will not
sublicense, lease, rent, sell, distribute, assign, transfer, reverse engineer, decompile, disassemble,
offer the Software for resale, create any derivative works based upon any part of the Software, or
otherwise allow any unauthorized use of the Software. Notwithstanding the foregoing, Licensee
may provide credentialed access to the Software to Licensee’s clients and customers who are
interested in educational content available through the Software about the home-buying process.

5. Licensing Fee

In exchange for Licensee’s license to use the Software, Licensee
shall pay to Licensor the recurring licensing fee agreed upon during Licensee’s onboarding
process (the “Licensing Fee”). Any failure by Licensee to timely pay the Licensing Fee (or any
installment payment thereof) will result in immediate termination of the license contemplated
herein, and may give rise to a claim for damages by Licensor.

6. Protection and Security

Licensee agrees to use its best efforts and take all
reasonable steps to safeguard the Software to ensure that no unauthorized person has access to
the Software. Licensee agrees that it will not allow any unauthorized copying, publication,
disclosure, or distribution of the Software, in whole or in part, in any form. Licensee
acknowledges that the Software contains valuable confidential information and trade secrets and
that unauthorized use or copying is harmful to Licensor.

7. Software Updates

These Terms & Conditions apply not only to the Software as
initially provided, but also to updates, upgrades, supplements, add-on components, or internet-
based services components, of the Software that Licensor may provide to Licensee or make
available to Licensee after the date Licensee obtains its initial license to use the Software.
Licensor reserves the right to discontinue internet-based services provided to Licensee or made
available to Licensee through the use of the Software.

8. Data Collection

Licensor reserves the right to monitor Licensee’s usage of the
Software to ensure compliance with these Terms & Conditions.

9. Term

The term of Licensee’s license of the Software shall commence on the date
when Licensee completes Licensor’s on-boarding process through the Website, and shall
continue for a period of twelve (12) months, provided however that Licensee’s license of the
Software shall automatically renew for successive one (1) month periods unless either party
provides written notice to the other party of its intent to not renew the License at least thirty (30)
days prior to the termination of the then-current Initial Term or Renewal Term. Licensor may
revoke Licensee’s license to use the Software at any time for any reason and without notice, in
Licensor’s sole discretion. Upon such revocation or termination, Licensee will no longer be
authorized to access or use the Software.

10. Incompatibility

Licensor is not responsible for problems associated with or
caused by incompatible operating systems or equipment, or for problems in the interaction of the
Software with any software not furnished by Licensor.

11. Warranty Disclaimer

THE SOFTWARE IS PROVIDED “AS-IS”, AND
LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES TO LICENSEE OR ANY
OTHER THIRD PARTY WITH RESPECT TO THE SOFTWARE, AND HEREBY
EXPRESSLY DISCLAIMS AND EXCLUDES ALL IMPLIED WARRANTIES, INCLUDING
WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, NON-
INFRINGEMENT, QUALITY, ACCURACY, PERFORMANCE, FREEDOM FROM ERROR,
AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR FURTHER DISCLAIMS
ANY AND ALL WARRANTIES THAT THE SOFTWARE IS ERROR-FREE, WILL
OPERATE WITHOUT INTERRUPTION, OR WILL ALWAYS BE AVAILABLE,
UPDATED, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR, ITS
AGENTS, REPRESENTATIVES, OR EMPLOYEES, SHALL CREATE A WARRANTY OR
IN ANY WAY INCREASE THE SCOPE OF THE WARRANTY DISCLAIMED HEREIN.

12. LIMITATION OF LIABILITY

LICENSEE ACKNOWLEDGES AND
AGREES THAT IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR SPECIAL DAMAGES,
INCLUDING WITHOUT LIMITATION, DAMAGES FOR THE INABILITY TO USE THE
SOFTWARE, INABILITY TO ACCESS DATA/INFORMATION, BUSINESS
INTERRUPTION, LOSS OF BUSINESS, LOST PROFITS, LOST REVENUES, OR
INCREASED COST OF OPERATIONS, BASED ON ANY THERORY OF LIABILITY,
INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF
WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR
OTHERWISE, EVEN IF LICENSOR OR ITS REPRESENTATIVES HAVE BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH
HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. LICENSEE
AGREES THAT LICENSOR’S TOTAL LIABILITY SHALL BE LIMITED TO PROVEN
DIRECT DAMAGES NOT TO EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY
LICENSEE FOR LICENSEE’S LICENSE/USE OF THE SOFTWARE.

13. Basis of Bargain

The warranty disclaimer, exclusive remedies and limited
liability set forth above are fundamental elements of the basis of the agreement between Licensor
and Licensee. Licensor would not be able to provide the Software to Licensee without such
limitation. Furthermore, the limitations or exclusions of warranties, remedies or liability
contained in these Terms & Conditions shall apply to Licensee only to the extent such limitations
or exclusions are permitted under applicable law, which may vary from state to state.

14. Indemnification

To the maximum extent permitted by law, Licensee hereby
agrees to defend, indemnify and hold harmless Licensor, its affiliates and their respective
members, managers, officers, employees and agents, from and against any and all claims,
actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and
expenses (including reasonable attorneys fees) arising out of or accruing from (a) Licensee’s use
of the Software, and (b) any non-compliance by Licensee with this License Agreement.

15. Applicable Law

These Terms & Conditions will be governed by and construed
in accordance with the laws of the State of Michigan without reference to its conflict of law
principles. Licensee hereby submits to the exclusive personal jurisdiction and venue of the State
or Federal Courts located in Michigan.

16. Entire Agreement

Severability. These Terms & Conditions constitute the entire
agreement and understanding between the parties with respect to the subject matter hereof, and
supersede any other understandings. If any provision of these Terms & Conditions is held to be
void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.

17. Costs of Enforcement

In the event of a legal dispute regarding the enforcement
of these Terms & Conditions, the prevailing party in such dispute shall be entitled to recover
from the other party all costs and fees, including reasonable attorneys fees relating to such
dispute.

18. Modifications

These Terms & Conditions may be amended and updated from
time to time at the sole discretion of Licensor. Modified versions of these Terms & Conditions
will be considered effective as of the date posted to the Website or otherwise delivered to
Licensee via email. Licensee’s continued use of the Software after such modification will
signify Licensee’s continued acceptance of and agreement to be bound by these Terms &
Conditions, as so modified.

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