This Marketing Data Analytics Agreement (the “Agreement”) is made and entered into as of the Effective Date set forth below, by and between Homebuilder Data, LLC (“Homebuilder Data”) and the organization represented by a registered user (“Client”) (collectively “Parties”). Client is in the home building, construction and/or development industry and maintains certain online data such as Google Analytics information, website visitor traffic and trends and Client marketing data from its website. Homebuilder Data is in the business of analyzing such online data from similar businesses to determine trends and market patterns that have substantial marketing value for its clients. Homebuilder Data wishes to utilize Client’s Data (as defined below) in its market analysis system and Client wishes to have access to certain aggregated market analysis data generated by Homebuilder Data. Client agrees to provide Client’s Data in a form that is anonymous, without identifying information about Client. In consideration of the above recitals and the mutual promises and conditions herein contained, which are incorporated into this Agreement, the Parties agree as follows:

1. Client Data. Client agrees and hereby expressly grants to Homebuilder Data a license to use Client’s Data for the uses set forth herein. “Client Data” shall include, but not be limited to, Google Analytics data, browser cookie information, all website tracking data, volume and tracking information of visitors, visitor page interaction and timing metrics, page element interactions, page hits, session data, and any other information or raw data recorded or tracked on Client’s website or other online sources(“Client Data”). Client Data shall not include any specific identifying information regarding Client. Client’s release of Client’s Data to Homebuilder Data is expressly conditioned upon Homebuilder Data’s agreement to ensure Client’s Data is anonymous so that Client’s identifying information cannot be easily or readily determined by other clients of Homebuilder Data or third parties. Homebuilder Data, however, shall not be responsible or liable for any data breach or discovery by an outside party of Client’s information if such event occurred by no fault of Homebuilder Data. Only limited and qualified officers or employees of Homebuilder Data shall have access to any client specific data maintained by Homebuilder Data.

2. Analytics Reports. While Client is providing its Client Data to Homebuilder Data, Homebuilder Data shall provide to Client a monthly data analytics report at no cost. The monthly analytics report provides insight into customer interests, behaviors and engagement via aggregate homebuilder websites at a national level (“Analytics Reports”).

3. Subscription Service. Upon payment of an initial monthly subscription fee in an amount determined by prices in effect at the time, Client shall be enrolled in Homebuilder Data’s monthly subscription service and gain access to aggregated data via online portal. Client may access real time anonymous homebuilder website traffic and visitor data analyzed for various marketing purposes through a visualized dashboard capable of filtering information by state and geographic regions and by customer specific needs. Client will gain insight into customer interest and engagement via homebuilder websites across the country (“Subscription Services”). Client’s subscription will automatically renew every month continuously and indefinitely without action by Client and the subscription fee will be charged to Client at the time of renewal. By payment of the initial subscription fee, Client agrees to pay a reoccurring subscription fee automatically unless Client cancels the service prior to the expiration of the current term. The subscription fee will be charged to Client’s original payment method automatically each month until canceled by Client. Homebuilder data may cancel Client’s subscription service upon thirty (30) days’ notice to Client.

4. Data Sharing Opt-Out. Client may opt out of Client Data sharing with Homebuilder Data by emailing admin@homebuilderdata.com with a request to opt out of further data sharing. Termination in such a manner may not be effective for up to thirty (30) days from notice of the termination/opt-out. Upon opting out of Client Data sharing, Client shall no longer have access to monthly Analytics Reports. Paid Subscription Services, if any, shall not be affected by opting out of Client Data sharing. Upon termination of this Agreement by any party, the rights and obligations of all other parties shall cease, except that Homebuilder Data shall remain obligated to keep Client’s Data anonymous and confidential.

5. Client Data Security. In consideration of Client’s disclosure of its Client Data to Homebuilder Data, Homebuilder Data agrees to maintain the confidentiality of such information by securing Client Data on limited access and password protected server systems. Within thirty (30) days after the termination of this Agreement and the written request of Client, Homebuilder Data shall permanently erase all Client Data from its systems.

6. Copyright License. The Analytics Reports, Subscription Service information, or other processed information provided to Client, and all worldwide intellectual property rights therein, are the sole and exclusive property of Homebuilder Data. Homebuilder Data hereby grants to Client a nontransferable license and right, for the duration of this Agreement, to use the Analytics Reports and/or Subscription Services for its internal business purposes. Client, however, shall not: (i) distribute, sell, assign, transfer, or sublicense the Analytics Reports, Subscription Services, or any part thereof, to any third party; (ii) except as specifically set forth in this Agreement, adapt, modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Analytics Reports, Subscription Service information or any part thereof; (iii) copy the Analytics Reports, the Subscription Services information, or underlying data points, in whole or in part, without including appropriate copyright notices. Client acknowledges and agrees that Homebuilder Data may provide similar services to other businesses, including potential competitors of Client.

7. Limitation of Liability. Notwithstanding anything to the contrary herein, no Party shall be liable or otherwise responsible to the other Party in any circumstances for any incidental, special, indirect or consequential, punitive or exemplary damages of any kind whatsoever suffered or incurred by any other Party, including but not limited to, any liability for loss of profit or loss of business opportunity, whether characterized as a contract breach or tort, that arises out of or relates to this Agreement.

8. Modifying the Contract. This Agreement may not be amended or modified without the prior written consent of the Parties. Client may not assign any of its rights or duties under this Agreement without the prior written consent of the other Parties. Homebuilder Data may assign its rights or duties under this Agreement upon written notice to the other Parties.

9. Jurisdiction/Choice of Law/Attorney Fees. The parties agree that any action or proceeding arising out of or relating to this Agreement and all claims in respect of the action or proceeding may be heard and determined in a state or federal court sitting in Tulsa County, Oklahoma. Each of the parties submits to the jurisdiction of each such court, and hereby waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Oklahoma without giving effect to any choice or conflict of law provision or rule (whether of the State of Oklahoma or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Oklahoma. If any action is brought for breach of this Agreement the prevailing party shall be entitled to receive its court costs and reasonable attorney fees.

10. Non-Waiver. No failure by Homebuilder Data to insist upon strict compliance with any term of this agreement or to exercise any option, enforce any right or seek any remedy upon any default of Client shall affect, or constitute a waiver of Homebuilder Data’s right to insist upon such strict compliance, exercise that option, enforce that right or seek that remedy with respect to that default or any prior, contemporaneous or subsequent default; nor shall any custom or practice of Homebuilder Data at variance with any provision of this Agreement affect, or constitute a waiver of Homebuilder Data’s right to demand strict compliance with all provisions of this Agreement.

11. Non-Disclosure/Non-Solicitation of Employees. During the Term of this Agreement, Client may obtain proprietary and confidential trade secret information regarding Homebuilder Data’s software or technology. Client shall hold such information in strict confidence and not disclose such information to third parties or to use such information for any purpose whatsoever other than for Client’s business purposes as set forth in this Agreement or as required by law. During the Term of this Agreement and for one year after its termination, Client shall not, directly or indirectly, solicit, endeavor to employ or employ any person, that is an employee, officer or agent of Homebuilder Data.

12. Non-Disparagement. No party shall intentionally or knowingly publicly disparage another party or its members, managers, officers, employees or agents or make any negative public statements that are detrimental to the interests of any such party including, but not limited to, Google or other online reviews or social media platforms.

13. Entire Agreement. Except as otherwise specifically indicated herein, this document contains the entire agreement of the parties and supersedes any and all prior understandings, agreements, representations and negotiations between them respecting the subject matters hereof.

14. Successors in Interest. Except as otherwise specifically provided herein, all provisions of this Agreement shall be binding upon, inure to the benefit of and be enforceable by and against the parties and their agents, related entities, respective successors, and assigns.

15. Severability. In the event any provision of this Agreement or any application thereof is held to be invalid, illegal or unenforceable in any respect, then that provision or those provisions wherein which are determined to be invalid or unenforceable (the "Subject Provisions") shall be reformed and amended to the minimum extent necessary to cause the Subject Provisions to be valid and enforceable (or if the reformation of the Subject Provisions are not possible, then the Subject Provisions shall be deleted from this Agreement and shall be null and void), and the validity, legality and enforceability of all other provisions hereof and of any other application of the Subject Provision involved shall not be affected or impaired in any manner. The purpose of this provision is to prevent a determination of the total invalidity or unenforceability of a Subject Provision, since that is contrary to the intent of the parties entering into this Agreement.

16. Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and either of the parties hereto may execute this Agreement by signing any such counterpart.