First Choice Agency License Terms and Conditions

Effective Date: The date the purchaser completes checkout for the Agency License and accepts these Terms and Conditions by checkbox confirmation on the payment page.

Governing Law / Venue: Texas, Dallas County

These Agency License Terms and Conditions (“Agreement”) are entered into between First Choice Developments, LLC (“FCD”) and the individual or entity purchasing the Agency License (“Licensee”).

By checking the box indicating acceptance of these Terms and Conditions and completing the purchase of the Agency License, Licensee acknowledges that Licensee has read, understood, and agrees to be legally bound by this Agreement.

If the person accepting this Agreement is acting on behalf of a company, agency, or other legal entity, that person represents and warrants that they have full authority to bind that entity to this Agreement. In that case, the term “Licensee” refers to both the individual accepting this Agreement and the entity on whose behalf the purchase is made, as applicable.

If Licensee does not agree to these Terms and Conditions, Licensee must not check the acceptance box and must not complete the purchase of the Agency License.

Section 1 - Purpose

FCD licenses access to its fulfillment services, playbooks, materials, systems, and support structure so Licensee can build and operate a digital marketing agency under Licensee’s own brand and domain.

No territories are granted. The parties are independent contractors. Nothing in this Agreement creates an employment relationship, partnership, franchise, joint venture, or fiduciary relationship. Licensee operates an independent business subject to this Agreement.

Section 2 - Key Definitions

Active Client means a client for whom all of the following have occurred:

(a) a signed service agreement, order, proposal, or equivalent authorization exists;

(b) the client has made the applicable payment to Licensee; and

(c) all required onboarding information has been submitted to FCD.

Agency License means the single license granted under this Agreement allowing Licensee to sell FCD-supported services under Licensee’s own brand.

Base Price means FCD’s current internal published price for a service, as reflected in FCD’s then-current Base Price Matrix or other official pricing notice delivered by FCD.

Base Price Matrix means the current pricing document issued by FCD that governs Base Prices for services available under this Agreement.

Covered Plans means the FCD SEO plans designated by FCD as eligible for guarantee-backed positioning, currently including AiA and GEO Plus, unless FCD updates such designation in writing.

Change of Control means a direct or indirect change in ownership or voting control of more than fifty percent (50%) of Licensee.

Flex Margin means any amount charged by Licensee above the applicable Base Price. Licensee retains one hundred percent (100%) of Flex Margin while the Agency License is active and Licensee is in Good Standing.

FCD-Offered Services means any services that FCD offers, makes available, fulfills, supports, or provides through the Agency License program, whether as Covered Plans, Pro Services, add-ons, or otherwise.

Good Standing means Licensee:

(a) is current on all amounts due to FCD;

(b) has no uncured material breach of this Agreement;

(c) complies with applicable data, acceptable use, brand, claims, and operational requirements; and

(d) maintains any required access, information, and cooperation needed for fulfillment and support.

Included Leads means the two hundred (200) exclusive leads per month included with the required Pro Tools subscription, subject to the lead terms in this Agreement.

Internal Pricing Elements means Base Price, revenue split structure, FCD pricing mechanics, FCD share of Base, and other non-public pricing information between FCD and Licensee.

Licensee Share means the economic portion retained by Licensee while the Agency License is active and Licensee is in Good Standing, specifically:

(a) thirty-five percent (35%) of Base Price for setup fees;

(b) fifteen percent (15%) of Base Price for monthly recurring fees; and

(c) one hundred percent (100%) of Flex Margin.

Merchant of Record means the party responsible for billing and collecting payment from the client. Unless otherwise agreed in writing, Licensee is the Merchant of Record for Licensee’s clients.

Pro Services means optional or additional services beyond the Covered Plans, including without limitation website design/build, citation campaigns, backlink campaigns, social media marketing, PPC, LSA, landing pages, funnels, reputation management, and other services offered by FCD from time to time.

Pro Tools means FCD’s required software and tools package for the Agency License, including access for up to five (5) users and two hundred (200) leads per month, as may be updated operationally by FCD from time to time.

Retail Price means the client-facing price quoted or charged by Licensee.

Transfer means any assignment, sale, or transfer of this Agreement, the Agency License, the license business, substantially all related assets, or any direct or indirect Change of Control of Licensee.

Unused Leads means included or purchased leads that have not yet been used by Licensee.

Section 3 - Grant, Exclusivity & Branding

3.1 License Grant

Subject to this Agreement, FCD grants Licensee a non-exclusive, non-transferable, revocable license to market, offer, and sell approved FCD-supported services under Licensee’s own brand.

3.2 Exclusivity for FCD-Offered Services

Licensee must use FCD exclusively for the fulfillment of all FCD-Offered Services. Licensee may not outsource, substitute, replicate, duplicate, self-perform, or obtain fulfillment for any FCD-Offered Service from any third party or internal team without FCD’s prior written consent.

3.3 Branding

Licensee may operate under Licensee’s own brand, business name, and domain, subject to FCD’s claims, accuracy, compliance, and brand-use guidelines.

3.4 No Territorial Rights

No territory, exclusive region, reserved geography, or protected market is granted.

3.5 Independent Business

Licensee is an independent business owner and not an employee, representative, franchisee, or agent of FCD.

Section 4 - Fees, Subscription, Economics & Pricing

4.1 Agency License Fee

The one-time Agency License fee is Seven Hundred Ninety-Nine Dollars (US $799.00) and is due at checkout.

4.2 Annual Renewal Fee

The annual renewal fee is One Hundred Ninety-Nine Dollars (US $199.00) and is due each year to keep the Agency License active.

4.3 Required Pro Tools Subscription

As a condition of keeping the Agency License active, Licensee must maintain the required Pro Tools subscription at Ninety-Nine Dollars (US $99.00) per month.

The required Pro Tools subscription includes:

(a) up to five (5) users; and

(b) two hundred (200) exclusive leads per month, subject to this Agreement.

Licensee may add additional Pro Tools users beyond the included five (5) at a rate of Twenty-Five Dollars (US $25.00) per user per month. Such additional user fees shall be billed by FCD and are due in accordance with this Agreement.

FCD may reasonably update Pro Tools features, interfaces, included tools, and operational details from time to time, provided the overall required subscription remains substantially consistent with the purchased offering unless otherwise agreed.

4.4 Client Billing and Collection

Unless FCD agrees otherwise in writing, Licensee is responsible for billing and collecting payment directly from the client. Licensee shall present the Retail Price to the client and remain responsible for client-facing invoicing, collection, and related payment communications.

4.5 Allocation of Revenue

For eligible services sold by Licensee and fulfilled through FCD under this Agreement:

(a) Licensee shall retain thirty-five percent (35%) of the applicable Base Price for setup fees;

(b) Licensee shall retain fifteen percent (15%) of the applicable Base Price for monthly recurring fees; and

(c) Licensee shall retain one hundred percent (100%) of Flex Margin.

FCD shall be entitled to the remaining portion of the applicable Base Price, being:

(i) sixty-five percent (65%) of setup Base Price; and

(ii) eighty-five percent (85%) of monthly recurring Base Price.

4.6 Flex Margin

Flex Margin means any amount charged by Licensee above the applicable Base Price. Licensee retains one hundred percent (100%) of Flex Margin while the Agency License is active and Licensee is in Good Standing.

4.7 Retail Pricing

Licensee may set the Retail Price presented to prospects and clients, subject to FCD pricing rules, approved claims language, and any minimum pricing or discount controls established by FCD.

4.8 Internal Pricing Confidentiality

Internal Pricing Elements are confidential and may not be disclosed by Licensee to prospects, clients, vendors, competitors, or other third parties without FCD’s prior written consent.

4.9 Base Price Updates

FCD may update Base Prices from time to time by delivering an updated Base Price Matrix or written pricing notice. Unless FCD states a later effective date, Base Price updates become effective thirty (30) calendar days after written notice to Licensee.

4.10 Revenue Share Applies Only While Active

Licensee’s right to retain or receive any Licensee Share under this Agreement exists only while the Agency License is active and Licensee is in Good Standing.

Section 5 - Billing, Remittance & Dunning

5.1 Merchant of Record

Unless otherwise agreed in writing, Licensee is the Merchant of Record for Licensee’s clients and is responsible for billing and collecting the Retail Price directly from the client.

5.2 FCD Invoicing to Licensee

FCD shall invoice Licensee for FCD’s share of the applicable Base Price only after Licensee has actually received payment from the client for the applicable setup fee or monthly recurring charge.

5.3 Payment Trigger

FCD’s share becomes due only upon Licensee’s actual receipt of the corresponding client payment. No amount is due to FCD on unpaid client invoices, uncollected balances, or amounts not actually received by Licensee.

5.4 Payment Timing to FCD

Licensee shall pay FCD all amounts due under this Agreement within three (3) business days after Licensee receives the applicable client payment.

5.5 Records of Collection

Upon reasonable request, Licensee shall provide sufficient records to confirm the amount and date of client payments received for services fulfilled through FCD.

5.6 Late Payment and Default

Failure to remit FCD’s share within the required three (3) business day period constitutes a payment default under this Agreement and may result in late fees, suspension of services, suspension of the Agency License, suspension of Pro Tools, suspension of lead delivery, or other remedies available under this Agreement.

5.7 Autopay

Licensee shall maintain a valid payment method on file for the required Pro Tools subscription, annual renewal fee, additional users, additional lead purchases, approved add-ons, and any other amounts due directly to FCD.

5.8 Late Fees

A grace period of ten (10) calendar days applies from the invoice due date for direct FCD invoices. Thereafter, unpaid undisputed amounts may accrue a late fee at the lesser of:

(a) 1.5% per month; or

(b) the maximum lawful rate,

plus a minimum late fee of $25 per invoice, if permitted by law.

5.9 Chargebacks

Any chargeback on amounts owed directly to FCD must be reversed or resolved within five (5) business days after notice from FCD. Failure to do so constitutes a material breach.

5.10 Dunning and Suspension

If a charge attempt fails, FCD may retry payment and notify Licensee by email and/or SMS. If non-payment continues, FCD may suspend Pro Tools access, pause leads, pause fulfillment, and/or place the Agency License in inactive status.

Section 6 - Client Ownership, Fulfillment Restriction & Post-Termination Rules

6.1 Client Relationship During Active License

Subject to this Agreement, Licensee may maintain the client relationship for clients sold under Licensee’s brand while the Agency License is active and Licensee remains in Good Standing.

6.2 Exclusivity of Fulfillment

All FCD-Offered Services sold, managed, renewed, or maintained under this Agreement must be fulfilled through FCD unless FCD expressly agrees otherwise in writing.

6.3 Post-Termination Fulfillment Requirement

If this Agreement ends, expires, is non-renewed, is canceled, or is terminated for any reason, Licensee shall not, for a period of two (2) years following the effective end date, directly or indirectly self-perform, manage, renew, migrate, transfer, outsource, or otherwise cause any FCD-Offered Service for any client obtained, sold, onboarded, managed, or serviced under this Agreement to be fulfilled by anyone other than FCD.

During such two (2) year period, all such services must continue to be fulfilled and maintained by FCD unless FCD expressly agrees otherwise in writing.

6.4 No Circumvention; No Migration

During the two (2) year period described above, Licensee shall not directly or indirectly solicit, encourage, assist, or permit any client obtained, sold, onboarded, managed, or serviced under this Agreement to cancel, replace, migrate, transfer, or move any FCD-Offered Service away from FCD.

6.5 Revenue Rights End With Active License

Licensee’s right to any Licensee Share exists only while the Agency License is active and Licensee is in Good Standing. If this Agreement ends, expires, is non-renewed, is canceled, or is terminated for any reason, Licensee’s right to any further revenue share immediately ends as of the effective end date.

After that date, Licensee shall have no right to any setup fee share, monthly recurring revenue share, residual payment, trailing commission, Flex Margin, or other ongoing compensation arising from clients or services under this Agreement, except for amounts already fully earned, collected, and properly payable before the effective end date.

6.6 FCD Revenue After Termination

During the two (2) year post-termination period described in this Section, FCD shall be entitled to retain all revenue arising from FCD-Offered Services for such clients, and the former Licensee shall have no right to any revenue share, commission, margin, or residual payment unless FCD expressly agrees otherwise in writing.

6.7 Protective Action

If Licensee is in non-payment, uncured breach, fraud, chargeback abuse, misuse, abandonment, or other default, FCD may suspend fulfillment and may contact, take over, or reassign active clients as reasonably necessary to protect service continuity, recover unpaid amounts, and protect FCD’s business interests.

Section 7 - Leads, Additional Leads & Lead Rules

7.1 Included Leads

Licensee shall receive two hundred (200) exclusive leads per month during each month in which the required Pro Tools subscription remains active and paid.

Such leads shall be distributed by FCD on a random basis and selected from business categories known by FCD to be a strong fit for its services and where FCD has had prior success. Lead distribution may also include locations selected by FCD in its discretion.

FCD will attempt to provide the name of the business contact when reasonably available, but does not guarantee that a contact name will be available for every lead.

7.2 Rollover of Unused Leads

Any included or purchased leads not used during a given month shall roll over and remain available to Licensee while the Agency License and required Pro Tools subscription remain active and Licensee is in Good Standing.

7.3 Loss of Unused Leads Upon End of License or Pro Tools

If the Agency License ends, expires, is terminated, or becomes inactive, or if the required Pro Tools subscription ends, expires, is canceled, lapses, or becomes inactive for any reason, any unused included or purchased leads shall expire immediately and shall no longer be available to Licensee.

7.4 Additional Lead Purchases

Licensee may purchase additional exclusive leads, subject to availability, at the following rates:

(a) 100 leads for $50;

(b) 500 leads for $225; and

(c) 1,000 leads for $400.

FCD may require prepayment for additional lead purchases and may update add-on lead pricing upon written notice.

7.5 No Guarantee of Conversion

FCD does not guarantee that any included or purchased leads will convert into appointments, clients, revenue, or any minimum level of business activity.

7.6 Lead Delivery and Selection

FCD shall control the method, timing, format, business-category selection, and location selection for included and purchased leads.

Section 8 - Services, Fulfillment & Support

8.1 Services

FCD may make available digital marketing and related services under this Agreement, including but not limited to SEO, website services, GBP optimization, PPC, social media advertising, landing pages, funnels, reputation support, citation work, backlinks, and related services.

8.2 Fulfillment

FCD shall provide fulfillment support for approved services sold under this Agency License, subject to FCD procedures, onboarding requirements, scope limits, timelines, operational standards, and client cooperation.

8.3 No Obligation Outside Scope

FCD is not obligated to fulfill services outside FCD’s approved offerings, accepted scope, or current operational availability.

8.4 Support

FCD may provide onboarding, support resources, operational guidance, and other assistance as it determines appropriate for the Agency License program.

8.5 No Guarantee of Business Success

FCD does not guarantee revenue, profitability, client count, client retention, close rate, business success, or any minimum outcome for Licensee.

Section 9 - Hosting, Access & Controls

9.1 Required Access and Cooperation

Licensee shall provide any information, approvals, credentials, and cooperation reasonably required for onboarding, service setup, fulfillment, support, and billing.

9.2 Technical Controls

If Licensee is in breach, non-payment, misuse, or poses legal or compliance risk, FCD may pause services, revoke access, or apply technical controls reasonably necessary to protect FCD, clients, systems, or compliance.

9.3 No Obligation During Default

FCD is not obligated to continue services, leads, Pro Tools, access, or support while Licensee remains in uncured default.

Section 10 - Brand, IP & Materials

10.1 FCD Retained Rights

FCD retains all right, title, and interest in and to its systems, tools, fulfillment methods, templates, SOPs, processes, training, materials, software, know-how, and related intellectual property.

10.2 Licensee Brand

Licensee retains ownership of Licensee’s own business name, brand, domain, and other Licensee-created materials, subject to any embedded FCD rights and any third-party rights.

10.3 Limited Use of FCD Materials

Licensee may use FCD-approved materials solely in connection with operating the Agency License opportunity under this Agreement.

10.4 Restrictions

Licensee shall not:

(a) sublicense FCD materials;

(b) copy or resell FCD systems outside this Agreement;

(c) reverse engineer proprietary FCD tools;

(d) remove proprietary notices; or

(e) use FCD materials in any misleading, unlawful, or unauthorized way.

10.5 Portfolio Rights

Unless Licensee opts out in writing, FCD may reference non-confidential aspects of the relationship in general portfolio, internal sales, or case-study materials, provided Internal Pricing Elements are not disclosed.

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Section 11 - Data, Privacy & Acceptable Use

11.1 Roles

As between the parties, Licensee is the controller or business for Licensee client data, and FCD acts as service provider or processor to the extent applicable.

11.2 Compliance

Licensee shall comply with all applicable privacy, data, telecom, email, SMS, marketing, advertising, and platform rules, including TCPA, CAN-SPAM, and similar laws where applicable.

11.3 Acceptable Use

Licensee shall not use the Agency License, Pro Tools, leads, or FCD-supported services for unlawful, deceptive, abusive, defamatory, infringing, or non-compliant activity.

11.4 Security

Each party shall use commercially reasonable safeguards appropriate to its role.

11.5 Breach Cooperation

If either party becomes aware of a security incident materially affecting the other’s data or systems, that party shall notify the other without undue delay and cooperate reasonably.

Section 12 - Marketing Claims, Guarantees & Sales Representations

12.1 Approved Claims Only

Licensee shall use only FCD-approved or FCD-permitted claims, guarantee language, service descriptions, and outcome statements when marketing FCD-supported services.

12.2 SEO Guarantee

Where FCD offers an approved 90-Day Page 1 SEO guarantee or similar guarantee for certain eligible services, Licensee may describe that guarantee only using FCD-approved wording and only for covered eligible services.

12.3 No Unauthorized Earnings Claims

Licensee shall not make income claims, earnings claims, or business success claims unless expressly approved in writing by FCD.

12.4 No Extension of Guarantees

Licensee may not extend, alter, expand, or restate any FCD guarantee beyond its official scope.

12.5 Responsibility for Unauthorized Claims

Licensee is solely responsible for any promise, guarantee, representation, or claim made by Licensee that is not expressly approved by FCD.

Section 13 - Training & Onboarding

13.1 Onboarding

Licensee shall complete any required onboarding and setup steps reasonably required by FCD.

13.2 Training

FCD may provide training, onboarding materials, FAQs, documentation, support resources, and related guidance. FCD may update training resources from time to time.

13.3 No Guaranteed Coaching Outcome

Training and support do not guarantee revenue, sales volume, profitability, conversion of leads, or business success.

Section 14 - Taxes & Expenses

14.1 Taxes

Amounts payable under this Agreement do not include taxes unless explicitly stated. Licensee is responsible for taxes applicable to Licensee’s business, sales, or receipts, excluding taxes based solely on FCD’s net income.

14.2 Expenses

Licensee bears Licensee’s own business expenses unless FCD expressly agrees otherwise in writing.

Section 15 - Confidentiality

15.1 Confidential Information

Each party may receive non-public business, operational, technical, pricing, or strategic information from the other.

15.2 Obligations

Each party shall:

(a) use the other party’s Confidential Information only for purposes of this Agreement;

(b) protect it with reasonable care; and

(c) not disclose it except to personnel or advisors with a need to know and appropriate obligations.

15.3 Internal Pricing Elements

Internal Pricing Elements are FCD Confidential Information and are expressly protected under this Section.

15.4 Exceptions

Confidential Information does not include information that is publicly available without breach, already lawfully known, independently developed without use of the other party’s information, or lawfully received from a third party.

15.5 Compelled Disclosure

A party may disclose Confidential Information where legally required, provided it gives notice when lawful and reasonably cooperates with any protective request.

Section 16 - Warranties, Disclaimers & Limitation of Liability

16.1 Mutual Authority

Each party represents it has authority to enter into this Agreement.

16.2 FCD Limited Warranty

FCD will provide its services and support in a commercially reasonable manner.

16.3 Disclaimer

Except as expressly stated in this Agreement, FCD makes no guarantee regarding:

(a) income;

(b) profitability;

(c) number of sales;

(d) conversion of leads;

(e) business success;

(f) client retention; or

(g) uninterrupted or error-free operation.

16.4 Opportunity Disclaimer

The Agency License is a business opportunity and not employment. Success depends on many factors beyond FCD’s control, including Licensee effort, skill, sales ability, market conditions, follow-up, pricing, and execution.

16.5 Exclusion of Certain Damages

Except where prohibited by law, neither party shall be liable to the other for indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost business, or lost goodwill.

16.6 Liability Cap

Except for payment obligations, confidentiality breaches, IP misuse, fraud, willful misconduct, or indemnity obligations, FCD’s aggregate liability under this Agreement shall not exceed the total amount paid by Licensee directly to FCD under this Agreement during the three (3) months preceding the event giving rise to the claim.

Section 17 - Indemnity

17.1 By Licensee

Licensee shall indemnify, defend, and hold harmless FCD and its affiliates, officers, employees, and contractors from third-party claims arising from:

(a) Licensee’s breach of this Agreement;

(b) Licensee’s unauthorized marketing claims;

(c) Licensee’s unlawful conduct; or

(d) Licensee materials, branding, or actions.

17.2 By FCD

FCD shall indemnify Licensee from third-party claims arising directly from FCD’s gross negligence, willful misconduct, or knowing infringement by FCD-provided materials, subject to this Agreement.

Section 18 - Records, Audit & Verification

18.1 Records

FCD’s systems, processor records, invoicing systems, onboarding logs, and financial records shall serve as the primary system of record for billing, subscription charges, and direct payments owed to FCD.

18.2 Verification Rights

FCD may, on reasonable notice, review Licensee compliance with pricing confidentiality, claims compliance, remittance obligations, and payment-trigger reporting.

Section 19 - Assignment, Transfer & Change of Control

19.1 No Transfer Without Consent

Licensee may not assign, transfer, sell, sublicense, or otherwise transfer this Agreement or the Agency License without FCD’s prior written consent.

19.2 Attempted Transfer Void

Any attempted transfer without FCD’s written consent is void.

19.3 Conditions to Approval

FCD may condition approval on reasonable requirements, including Good Standing, updated paperwork, payment of outstanding balances, successor review, and transfer documentation.

19.4 Change of Control

A direct or indirect Change of Control of Licensee may be treated as a Transfer requiring consent.

Section 20 - Term, Renewal, Suspension & Termination

20.1 Initial Term

The initial term is twelve (12) months from the Effective Date.

20.2 Renewal

After the initial term, this Agreement renews automatically for successive twelve (12) month periods unless non-renewed in accordance with this Section.

20.3 Non-Renewal by Licensee

Licensee may elect non-renewal by giving at least thirty (30) days’ written notice before the end of the then-current term.

20.4 Suspension

FCD may suspend this Agreement, the Agency License, Pro Tools, lead delivery, revenue-share rights, or related services for non-payment, misuse, legal risk, non-compliance, or material breach.

20.5 Termination for Cause

Either party may terminate this Agreement for material breach if the breach is not cured within ten (10) days after written notice, unless a different cure period is expressly stated.

20.6 Immediate Termination

FCD may terminate immediately for fraud, unlawful activity, unauthorized claims, chargeback abuse, misuse of leads, misuse of FCD IP, or conduct creating material legal, financial, or reputational risk.

20.7 Effect of Termination

Upon termination or expiration:

(a) Licensee must stop using FCD confidential materials and protected FCD resources except as expressly allowed under this Agreement;

(b) FCD may revoke access to Pro Tools and related systems;

(c) unpaid amounts remain due;

(d) all unused included and purchased leads expire immediately if the Agency License or required Pro Tools is no longer active; and

(e) accrued rights and obligations survive.

20.8 No Refunds

Except as expressly required by law or expressly stated in writing by FCD, fees paid under this Agreement, including the Agency License fee, renewal fees, Pro Tools fees, additional-user fees, and lead-purchase fees, are non-refundable.

20.9 No Minimum Activity Requirement

Licensee is not required to meet any minimum sales quota, minimum production level, minimum lead usage, minimum client count, or minimum revenue threshold to maintain the Agency License, provided that Licensee remains in Good Standing and continues to satisfy all payment, subscription, and compliance obligations under this Agreement.

20.10 Survival

Sections concerning fees owed, payment duties, post-termination client restrictions, confidentiality, IP, limitations of liability, indemnity, and other provisions intended to survive shall survive expiration or termination.

Section 21 - Notices; Order; Miscellaneous

21.1 Notices

Billing, operational, and support notices may be sent by email and shall be effective when sent.

21.2 Legal Notices

Formal legal notices under this Agreement shall be sent to the parties’ designated notice emails and, if requested by FCD, by courier, certified mail, or approved electronic notice system.

21.3 Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning the Agency License and supersedes prior discussions or understandings on the same subject.

21.4 Amendments

Any amendment must be in writing, except FCD may update pricing, tools, operational procedures, and related business rules as expressly allowed under this Agreement.

21.5 Severability

If any provision is held unenforceable, the remaining provisions remain in effect.

21.6 Waiver

Failure to enforce a provision is not a waiver.

21.7 Governing Law

This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-law rules.

21.8 Venue

Any dispute arising under this Agreement shall be brought in Dallas County, Texas, unless otherwise required by law.

Section 22 - Agency License Pricing Summary

The Agency License granted under this Agreement has the following economics:

• Agency License Fee: $799 one-time

• Annual Renewal Fee: $199 per year

• Required Pro Tools Subscription: $99 per month

• Included Pro Tools Access: 5 users

• Additional Pro Tools Users: $25 per user per month

• Included Leads: 200 exclusive leads per month

• Additional Leads: 100 leads for $50; 500 leads for $225; 1,000 leads for $400

• Licensee Share of Setup Base Price: 35%

• Licensee Share of Monthly Base Price: 15%

• Licensee Flex Margin: 100% while the Agency License is active and Licensee is in Good Standing

Acceptance

By checking the acceptance box on the payment page and completing the purchase of the Agency License, Licensee agrees to these Terms and Conditions and acknowledges that such electronic acceptance constitutes a legally binding agreement between Licensee and FCD, with the same force and effect as a signed written contract.