DRONE STRIKE™
SUBSCRIPTION AGREEMENT

1. License Grant. Licensor hereby grants to you a non-exclusive, non-assignable, non-transferable, limited license to use the Application and related documentation (the “Documentation”), according to the provisions contained herein and subject to payment of applicable license fees. You are not permitted to lease, rent, distribute, sell, or sublicense the Application or any rights therein. You also may not install the Application on a network server, use the Application in a time-sharing arrangement, or in any other unauthorized manner. Further, no license is granted to you in the human-readable code of the Application (aka the “source code”). Except as provided below, this Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in the Application and Documentation. This Agreement does not entitle you to receive any upgrades to or newer versions of this Application.

You agree that you have no right, power, or authority to make any modifications to or unauthorized copies of the Application. You may not reproduce the Application. Under this Agreement you are provided one (1) copy of the Application and Documentation for each device (meaning phone, tablet, computer, or workstation) on which the Application is installed or used.

By subscribing to Application you become a Client of Licensor. Licensor offers services to you, the Client, conditioned on your agreement to adhere to the following Terms of Use without modification or reservation of any kind:

• Client’s agreement with Licensor and/or use of Licensor’s services constitutes Client’s unconditional acceptance to these Terms of Use. These Terms of Use are subject to change by Licensor, in its sole discretion, at any time, without prior notice by posting upon its website.
• Client understands that billing and access to the Application will occur as a monthly subscription fee as outlined during the signup process along with any upgrades, enhancements, or fee based services that Client may agree to within the Application or from the order page on Licensor’s website, or that of its affiliates, until Client cancels their subscription. Client may cancel at any time, without a refund of partial payments or credits on the Application, by following in Application instructions, removing their payment methods from the Application, or canceling their payment method from the payment provider. At the time of cancellation the current monthly cycle will be completed and the Client will have access until the end of the cycle. Any account credits or tokens will be forfeited upon cancellation.
• In the event that Client’s designated primary payment method declines for any subscription fee or additional charge that Client incurs, Client authorizes Licensor to cancel their subscription and forfeit any account credits, tokens, or promotional pricing.
• Based upon the Client’s agreement to adhere to, and fully comply with, these Terms of Use, Licensor grants and conveys to the Client, during the term of Client’s valid subscription, a non-exclusive, non-transferable license to use the data, information and services provided through the Licensor website subject to the License Restrictions set forth herein.

2. No Assignment; No Transfer. You agree not to transfer or assign the Application and/or this Agreement to another party without the prior written consent of Licensor. If such consent is given and you transfer or assign the Application and/or this Agreement, then you must at the same time either transfer any copies of the Application and Documentation to the same party, or destroy or return to Licensor any such materials not transferred. Except as set forth above, you may not transfer or assign the Application or rights under this Agreement.

3. No Modification; No Reverse Engineering. You agree not to modify, translate, reverse engineer, decompile, disassemble, or create derivative works of the Application or assist someone in performing such prohibited acts. Client represents, warrants, affirms and agrees that the data, information, services and Drone Strike name are proprietary information and property of Drone Strike, LLL, its suppliers and/or affiliates and are protected by copyright, trademark, trade name and other proprietary rights. Client’s license only allows Client to use the data, information and services subject to the express limitations and restrictions provided for in these Terms of Use during the term of Client’s valid subscription.

4. Law; Import/Export Restrictions. You are responsible for compliance with all applicable laws, regulations, rules, and legal requirements. You agree not to import or export the Application or any Documentation (or any copies thereof), or any products utilizing the Application or any Documentation in violation of any applicable laws or regulations of the United States or the country to which you have imported or exported. You agree to indemnify Licensor from liability if you violate any such laws or regulations.

5. Title. You agree that Licensor owns and holds all right, title, and interest to the Application and any Documentation, and all subsequent copies thereof regardless of the form or media. Furthermore, all title, ownership rights, and intellectual property rights in the Application and any Documentation shall remain with Licensor, including all corrections, enhancements, or other modifications made thereto. The Application and any Documentation are protected by copyright and other intellectual property laws and by international treaties. All rights not expressly granted to You under this Agreement are reserved by Licensor.

6. Term and Termination. This license will be perpetual on a month to month basis from the date that you first use the Application, if the license is not earlier terminated. At any time that Licensor believes, in its sole discretion, that Client has violated any term, condition, restriction, permitted use or limitation provided in these Terms of Use, Licensor may immediately terminate Client’s license and Licensor may at its sole discretion provide Client with a pro-rata refund (minus time and data accessed during the term of the subscription). A pro-rata refund is at the sole discretion of Licensor and will vary depending on severity of Non-Compliance. You, however, agree that you will not be entitled to a refund of any applicable license fee upon early termination of this Agreement.

7. Forum Selection, Choice of Law, and Waiver of Jury Trial. This Agreement shall be governed by the laws of the State of Texas without regard to its conflict of laws principles. The Parties hereby agree that any action arising out of this Agreement will be brought solely in any state or federal court located in Bexar County, Texas. Both Parties hereby submit to the exclusive jurisdiction and venue of any such court. Class Action Waiver. THE PARTIES AGREE THAT ANY CLAIMS ARISING OUT OF THIS AGREEMENT WILL BE ADJUDICATED ON AN INDIVIDUAL BASIS, AND EACH WAIVES THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR OTHER JOINT ACTION WITH RESPECT TO THE CLAIMS. THE PARTIES FURTHER AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING FROM THE TERMS OF THIS AGREEMENT.

8. No Warranty. LICENSOR DOES NOT PROVIDE ANY WARRANTY OR GUARANTEE THAT THE APPLICATION WILL SUBSTANTIALLY ACHIEVE THE FUNCTIONALITY DESCRIBED IN ANY DOCUMENTATION OR PRESENTATION. LICENSOR DOES NOT WARRANT THAT YOUR USE OF THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE.

9. Disclaimers.

Do Not Call List: Licensee understands and agrees that any consumer data access provided under this Agreement may not be scrubbed for or updated according to the most recent version of the State of Texas and National Do Not Call List. Licensee understands and agrees that Licensee is solely responsible for complying with all United States (federal), State, and local laws (where applicable) pertaining to state and federal Do Not Call restrictions and state telemarketing rules and regulations.

Rules and Marketing Disclaimer: Licensee understands and agrees that it is prohibited and a material breach of this Agreement, subject to immediate termination of access to the Application, if Licensee does anything to interfere with another end-User/Licensee’s leads or does anything to disrupt or interfere with any end-User/Licensee’s contracts obtained by and through the Application.

10. Privacy and Security: We have adopted a Privacy Policy outlining our personal data collection and use practices. Please refer to it for details about how we collect and use your personal information. By agreeing to the terms of this Agreement, you are automatically agreeing to our Privacy Policy, which is incorporated herein by reference. By signing up for a paid subscription, you represent and warrant that, as required by applicable law:

•  You adequately disclose any collection and use of personal information received from us;
• You agree to abide by all applicable email and text marketing, privacy, and data protection laws when communicating with any individuals whose personal information you received from us;
• You will protect your user credentials and notify us of any unauthorized use of your user credentials; and,
• You agree to notify us of any complaints or privacy requests regarding our Services from individuals whose personal information you received from us.

11. Exclusivity Clauses. Licensee, agrees and acknowledges that as part of the consideration for the use and enjoyment of the Application, Licensee agrees to the following exclusivity regarding certain preferred vendors of Licensor:

Exclusive Lender. Licensee understands and agrees that Panacea Lending, LLC, is the preferred lender of Licensor, and therefore, shall have first right of refusal to provide funding – either purchase money funds and/or construction funds – on all properties placed under contract by Licensee while utilizing the Application. Use of Application for the benefit of any other lender is strictly prohibited and shall result in a termination of services.

Exclusive Title and Law Firm. Licensee understands and agrees that Moon Law Firm, PLLC, is the preferred title company of Licensor, and therefore, shall have first right of refusal to provide legal services regarding providing title opinions and/or curative title work – on all properties placed under contract by Licensee while utilizing the Application.

Licensee may use any provider they prefer if the exclusive agents above are not responsive or decline to accept the assignment of any project in a timely manner. Licensor may include other third parties or third party services in the Application. Licensor is not responsible or liable for any acts or omissions created or performed by these other Service Providers. Licensor’s websites, software, or service, may contain links to websites maintained by third-party Service Providers. Such links are provided for Client convenience and reference only.

12. Limitation of Remedies. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY SHALL LICENSOR OR ITS THIRD PARTY SUPPLIERS OR EXCLUSIVE PROVIDERS, BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTIONS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER PERSONAL OR COMMERCIAL DAMAGES OR LOSSES ARISING FROM THE USE OR INABILITY TO USE THE PROGRAMS (WHETHER OR NOT DUE TO ANY DEFECTS THEREIN). IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES EVEN IF LICENSOR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORSEEABLE, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM LICENSOR’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. IN NO EVENT SHALL LICENSOR’S LIABILITY EXCEED THE PURCHASE PRICE PAID BY YOU FOR THE APPLICATION.

13. Indemnification. You agree to defend, indemnify, and hold harmless Licensor, its suppliers and its exclusive providers from and against all liabilities, costs, damages, and expenses (including settlement costs and reasonable attorneys’ fees) arising from any claims from anybody that result from or relate to your use, reproduction, or distribution of the Application, or your breach of any representation, warranty, or obligation under this Agreement.

14. Severability. In the event any provision of this Agreement is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any of the remaining provisions shall not in any way be affected or impaired.

15. Entire Agreement. You further agree that this Agreement is the complete and exclusive statement of the agreement between you and Licensor, and supersedes all proposals or prior agreements, oral or written, and all other communications between you and Licensor relating to the subject matter of this agreement. This Agreement may only be modified by a written agreement signed by both you and an authorized representative of Licensor.

16. Acknowledgment. By downloading, installing, or using any part of this Application, you indicate that you have read this Agreement, understand it, and agree to be bound by its terms and conditions. The License Restrictions and Proprietary Rights described herein survive any termination of this agreement and/or Client’s subscription.

17. Force Majeure. Licensor shall not be liable hereunder for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is on account of causes beyond its control, including, but not limited to, labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, public health related orders or quarantines, casualty, government authority, strikes, or acts of God, in which event Licensor shall be excused from its obligations for the period of the delay and for a reasonable time thereafter.

18. Waiver. The failure or delay by Licensor to require performance of any provision of this Agreement does not constitute a waiver. All waivers by Licensor must be provided in writing and signed by Licensor in each instance, and a waiver in one instance does not constitute a waiver in any subsequent instance.