CLIENT LICENSE & USE AGREEMENT
Real Estate Funnel Systems / EzFlo.ai

PARTIES
This Client License & Use Agreement (“Agreement”) is entered into by and between:
Company: Real Estate Funnel Systems LLC and/or EzFlo.ai (“Company”)
Client: EzFlo.ai Account User (“Client”)
Effective Date: 04/27/2023

2. NATURE OF RELATIONSHIP
Client acknowledges that Company provides:
Proprietary sales systems
CRM configurations (via HighLevel; www.GoHighLevel.com)
Automations, workflows, pipelines, AI systems, templates, scripts, and processes
These are delivered as a software-enabled service and licensed system.
Client is not purchasing software or intellectual property, but is being granted limited rights of use.

3. GRANT OF LICENSE
Company grants Client a:
Limited
Non-exclusive
Non-transferable
Revocable
license to use the Company’s proprietary system (“System”).
This license permits use:
Within Client’s business operations
Within Client-controlled HighLevel accounts
Solely for Client’s internal business use
This is a license to use, not a transfer of ownership.
Client is permitted to use the System solely for the operation of their internal business and services.

4. COMMERCIAL USE & RESALE RESTRICTIONS
Client is expressly prohibited from:
Selling
Licensing
Offering
White-labeling
Distributing
the System (or any substantially similar version) to third parties unless ALL of the following occur:
Company provides explicit written approval
A separate Resale & Revenue Share Addendum is executed
Client agrees to all revenue share and reporting requirements
Without all three, resale is strictly prohibited.
Client is further prohibited from:
Representing the System as their own intellectual property
Creating derivative systems for resale or distribution

5. OWNERSHIP OF INTELLECTUAL PROPERTY
All rights, title, and interest in and to the System remain exclusively with Company, including but not limited to:
Workflows
Automations
Pipelines
Scripts
Templates
Funnel structures
AI Employee, AI Voice & Conversation AI structures and configurations
CRM configurations
System architecture and logic
Client receives no ownership rights, express or implied.

6. DERIVATIVE WORKS
Any:
Modifications
Improvements
Customizations
Variations
Reconfigurations
based on or derived from the System shall be deemed the sole and exclusive property of Company, regardless of who created them.

7. NO COMPETING SYSTEMS
Client shall not use the System, or knowledge gained from the System, to:
Develop
Market
Sell
any competing CRM system, automation platform, or service offering that is substantially similar in structure, function, or design.

8. PLATFORM RESTRICTIONS & CONTROL
Client acknowledges and agrees that:
The System may exist within Client-controlled HighLevel accounts
Such placement does NOT grant ownership, replication rights, or distribution rights
Client shall not:
Sell, transfer, duplicate, or recreate the System in any external platform
Replicate the System into other accounts for distribution
Treat system access as transferable property

9. PROHIBITED USES
Client shall not, directly or indirectly:
Copy, duplicate, or replicate any part of the System
Export workflows, automations, or snapshots for redistribution
Reverse engineer or analyze system structure
Recreate the System outside its intended use
Share login access with unauthorized parties
Resell, sublicense, or white-label the System without authorization
Transfer access to another business or entity
Use the System to build a competing product or service
Any violation constitutes material breach.

10. CONFIDENTIALITY
Client agrees to maintain strict confidentiality of:
System structure
Workflows and automation logic
Sales scripts and processes
AI systems and configurations
Any proprietary or trade secret information
This obligation survives termination indefinitely.

11. NO CIRCUMVENTION
Client agrees not to:
Circumvent Company to recreate or replicate the System
Engage third parties to duplicate the System
Compete using substantially similar systems derived from Company materials
Use knowledge gained from the System to build or offer competing solutions
Attempt to bypass licensing or revenue-sharing obligations through alternative structures

12. PAYMENT & ACCESS
Access to the System is contingent upon active payment
Failure to pay may result in suspension or termination
Client assumes risk of data loss upon termination
No ownership rights are conveyed regardless of payment amount

13. TERM & TERMINATION
This Agreement remains in effect until terminated.
Company may terminate immediately if:
Client breaches any provision
Payment is delinquent
Upon termination:
License is revoked immediately
Access to the System is removed
Client must cease all use of Company materials
Any continued use constitutes willful infringement.

14. LIQUIDATED DAMAGES
Client acknowledges that unauthorized use, duplication, or resale would cause significant harm.
In the event of breach:
Client agrees to pay $25,000 per violation OR 3x associated revenue (whichever is greater)

15. LIMITATION OF LIABILITY
Company shall not be liable for:
Business outcomes
Lost profits
Indirect or consequential damages
Client accepts full responsibility for implementation and results.

16. INDEMNIFICATION
Client agrees to indemnify and hold Company harmless from any claims arising from:
Client’s use of the System
Client’s business activities

17. DISPUTE RESOLUTION
Parties agree to:
Attempt resolution via mediation
If unresolved, proceed to binding arbitration
Governing law:
Washington State and/or Kentucky (Company election)

18. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement and supersedes all prior discussions.

RESALE & REVENUE SHARE ADDENDUM

1. REQUIRED WRITTEN AUTHORIZATION
Client may not resell the System unless:
Company provides explicit written approval signed by both Erik and Mariana Bee
This Addendum is fully executed

2. 50/50 REVENUE SHARE (MANDATORY)
Client agrees to pay Company 50% of ALL gross revenue

3. PAYMENT TERMS
Monthly reporting required
Payments due within ___ days of month end
Full transparency required

4. DERIVATIVE SYSTEMS INCLUDED
All modified or improved versions remain Company property and subject to revenue share

5. NO REVENUE MANIPULATION
No renaming, bundling, or restructuring to avoid payment

6. AUDIT RIGHTS
Company may audit financial records and verify compliance

7. CLIENT FLOW-DOWN REQUIREMENTS
Downstream users receive license only. They must sign the same agreement with “Company” as the “Client”

8. NO SUB-RESELLERS
No reseller networks without approval

9. TERMINATION OF RESALE RIGHTS
All resale must stop immediately upon termination

10. ENFORCEMENT
$25,000 per violation OR 3x revenue

11. CONFIDENTIALITY
All system details remain confidential and survive termination

12. NO CIRCUMVENTION
No replication, reverse engineering, or bypassing revenue obligations

13. PAYMENT & ACCESS
Access tied to payment. No ownership conveyed

14. TERM & TERMINATION
Immediate revocation upon breach

15. LIQUIDATED DAMAGES
$25,000 per violation OR 3x revenue