PLEASE READ THIS LICENSE AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE ATTEMPTING TO PURCHASE OR USE ANY SERVICES, SOFTWARE, DOCUMENTATION OR OTHER MATERIALS. THIS AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU (EITHER INDIVIDUALLY OR ON BEHALF OF A BUSINESS OR ORGANIZATION THAT YOU REPRESENT) AND REAL ESTATE WEALTH SOLUTIONS, LLC ("REWS").

PLEASE CHECK THE “I HAVE READ AND AGREE TO THE LICENSE AGREEMENT” BOX AT THE BOTTOM OF THIS AGREEMENT IF YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, CHECK THE “I DO NOT ACCEPT” BOX AND DO NOT ATTEMPT TO PURCHASE OR USE THE LICENSED PRODUCT (AS DEFINED BELOW).BY CHECKING THE “I HAVE READ AND AGREE TO THE LICENSE AGREEMENT” BOX AND/OR BY PURCHASING, ACCESSING, DOWNLOADING, INSTALLING OR OTHERWISE USING THE LICENSED PRODUCT, YOU ACKNOWLEDGE: 1) THAT YOU HAVE READ THIS AGREEMENT; 2) THAT YOU UNDERSTAND THIS AGREEMENT; 3) THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS; AND 4) TO THE EXTENT YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, YOU HAVE THE POWER AND AUTHORITY TO BIND THAT COMPANY.

1. License. Subject to the terms of this Agreement, REWS hereby grants to you, and you hereby accept, a personal, nontransferable and nonexclusive license to use the REWS Educational System (the “Licensed Product”).  The Licensed Product consists of (i) an online computer system that includes proprietary electronic databases and services; (ii) all documentation, including user manuals, operations manuals and the like provided to you by REWS for use in connection with the online computer system; and (iii) any courses, lessons, video presentations, audio presentations, slideshows, software, products, services, data or information provided by REWS, obtained through the REWS online computer system, or during live group sessions with REWS staff.  The Licensed Product is created, maintained and offered by REWS and is intended solely for your internal business purposes.  No ownership, right, title or interest in or to the Licensed Product is conveyed to you by this Agreement, and you acknowledge that REWS holds all ownership, trademark, copyright and other proprietary rights and interests to and in the Licensed Product and that the Licensed Product is and shall at all times remain the sole and exclusive property of REWS.  The license granted hereunder shall not be assigned, sublicensed or otherwise transferred by you without the advance written consent of REWS.  You shall not alter, recreate or modify the Licensed Product, including creating a derivative work from the Licensed Product.

2. License Fees. The license fees for the Licensed Product are due and payable to REWS within 30 days or receipt.  REWS shall be entitled to change the license fees upon 30 days written notice to you.  Under no circumstances shall any person be entitled to a refund or credit with respect to the license fees (or any other fees or costs) for the Licensed Product.  In the event that you fail to remit any license fees within thirty days of the date due and payable, REWS may immediately terminate this Agreement.  The license fees specified in this Agreement are exclusive of any independently assessed tariffs, duties or taxes, however designated, levied or based upon this Agreement.  You agree to pay and be responsible for all such taxes and levies (exclusive, however, of taxes based upon REWS'S net income).

3.  Restrictions on Reproduction and Use. You agree not to: 1) copy, modify, merge, transfer, resell, decompile or reverse engineer the Licensed Product; 2) create a derivative work from the Licensed Product; 3) use the Licensed Product in conjunction with any non-approved software or hardware; or 4) or share log-ins or screens with any other person.  This section 3 shall survive the termination of the Agreement.

4.  Termination. REWS may, at any time and without notice, terminate this Agreement and the License granted hereunder if you do not comply with any of the terms and conditions of this Agreement.  REWS may otherwise terminate this Agreement for any reason upon seven (7) days notice to you.  You may terminate this Agreement for any reason by giving REWS at least 30 days advance written notice of the termination of this Agreement.

5. DISCLAIMERS AND LIMITATION OF LIABILITY.REWS MAKES NO GUARANTEE, ASSURANCE OR REPRESENTATIONS CONCERNING THE LIKELIHOOD OF PROFITABLE TRADING OR SUCCESS USING THE LICENSED PRODUCT. REWS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, WITH RESPECT TO THE LICENSED PRODUCT AND RELATED MATERIALS, OR THEIR QUALITY OF PERFORMANCE, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE. THE LICENSED PRODUCT IS LICENSED AND TRANSMITTED “AS IS” AND “WITH ALL FAULTS.” IN NO EVENT WILL REWS BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY DEFECT IN THE LICENSED PRODUCT, EVEN IF REWS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EMPLOYEES AND AGENTS OF REWS AND VENDORS ARE NOT AUTHORIZED TO MAKE WARRANTIES BINDING ON REWS ABOUT THE LICENSED PRODUCTS. ACCORDINGLY, ANY ADDITIONAL ORAL OR WRITTEN STATEMENTS DO NOT CONSTITUTE WARRANTIES, AND SHOULD NOT BE RELIED UPON AND ARE NOT PART OF THIS LICENSE AGREEMENT. ALTHOUGH REASONABLE EFFORTS WILL BE MADE TO ENSURE ACCURACY, NEITHER REWS NOR ANY OTHER PARTY FURNISHING THE LICENSED PRODUCT OR ANY DATA OR INFORMATIONTO ANY PERSON SHALL HAVE ANY OBLIGATIONS OR LIABILITY TO YOU WITH RESPECT TO FURNISHING SUCH SERVICE, NOR FOR ANY INTERRUPTIONS, DELAYS, INACCURACIES, ERRORS OR OMISSIONS IN THE INFORMATION OR DATA INCLUDED IN THE SERVICE OR IN THE TRANSMISSION OF SUCH INFORMATION, NOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (OF WHATEVER NATURE) ARISING FROM THE ABOVE. NEITHER SHALL EA, OR ANY OTHER PARTY INVOLVED IN INFORMATION DISTRIBUTION PERTINENT TO THIS AGREEMENT, BE LIABLE FOR ANY LOSSES, CLAIMS OR DAMAGES ARISING FROM YOUR USE OF THE LICENSED PRODUCT. IF THE FOREGOING DISCLAIMERS AND WAIVERS OF LIABILITY SHOULD BE DEEMED INVALID OR INEFFECTIVE FOR ANY REASON, REWS AND ITS AFFILIATES AND EACH OF THEIR MANAGERS, MEMBERS, OFFICERS, EMPLOYEES AND AGENTS SHALL NOT BE LIABLE IN ANY EVENT BEYOND THE SUM EQUAL TO ONE YEAR’S FEES PAID BY YOU TO EA. THIS PROVISION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

6. Indemnification. (a) You agree to defend, indemnify and hold harmless REWS, its affiliates, and each of their managers, members, officers, employees, agents and attorneys from and against any claim, loss, liability, cost or damage, including attorneys fees, arising from your breach of this Agreement; (b) REWS agrees to indemnify and hold harmless you from and against any claim of infringement of a patent, copyright or any other intellectual property right in effect on or before the effective date of this Agreement based upon use of the Licensed Product which is not related to your breach of this Agreement, provided that you provide REWS with prompt notice of and the opportunity to defend any such demand or claim and you cooperates in the defense thereof.   REWS will have the right to defend and settle any such demand or claim, and, at REWS' sole option, provide you (i) a paid up right to use; or (ii) substitute a functionally equivalent Licensed Product.  You have no right to receive any further damages from EA.  This section 6 shall survive the termination of the Agreement.

7. Support.  REWS shall not be responsible to you for any technical support, maintenance or updates of the Licensed Product.

8. Businesses and Organizations. In the event that you are a business or an organization, you agree to be fully responsible and liable for the acts and omissions of all employees and agents with respect to the Licensed Product, and you further agree to be responsible and liable for any breach of this Agreement by any employee or agent.  You further agree that, upon request from REWS or its authorized representative, you will within 30 days fully document and certify that use of any and all Licensed Product at the time of the request is in conformity with your valid licenses from EA.

9.   Export Restrictions. You acknowledge that the Licensed Product is of U.S. origin and distribution of the Licensed Product is subject to export control laws of the United States of America.  You agree that you will not export or distribute (or cause any exportation or distributions) the Licensed Product, directly or indirectly, to any restricted export country.  You assume all responsibility for export law compliance.

10.  Additional Terms. You acknowledge that any breach of this Agreement will cause irreparable damage to REWS and, upon breach of any provision of this Agreement, REWS shall be entitled to injunctive relief, specific performance or other equitable relief; provided, however, that the foregoing remedies shall in no way limit any other remedies that REWS may have (including, without limitation, the right to seek monetary damages).  

The failure of any party to insist, in any one or more instances, upon the performance of any term of this Agreement shall not be construed as a waiver or relinquishment of such party’s right to such performance or to future performance of such term.  If any of the provisions or portions thereof of this Agreement are found to be invalid by any court of competent jurisdiction, such provision(s) shall not affect the remaining provisions of this Agreement, which shall remain in full force and effect.  This Agreement shall be governed by the laws of the state of Arizona and you expressly submit to jurisdiction of all disputes and actions in Arizona (without giving effect to principles of conflict of laws).  

You acknowledge that any breach of this Agreement will cause irreparable damage to REWS and, upon breach of any provision of this Agreement, REWS shall be entitled to injunctive relief, specific performance or other equitable relief; provided, however, that the foregoing remedies shall in no way limit any other remedies that REWS may have (including, without limitation, the right to seek monetary damages).

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY THE AGREEMENT’S TERMS AND CONDITIONS. FURTHER, YOU AGREE THAT THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER; ALL PROPOSALS, REPRESENTATIONS, STATEMENTS, NEGOTIATIONS AND PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE MATTER OF THIS AGREEMENT ARE SUPERSEDED BY THIS AGREEMENT.  PLEASE RETAIN A COPY OF THIS DOCUMENT FOR YOUR RECORDS.