PRIME LISTING LEADS TERMS AND CONDITIONS

1. CANCELLATION POLICY

1.1. The Client has the right to cancel this Agreement at any time by providing written notice to the Prime Listing Leads client support email csm@primelistingleads.com at least 24 hours in advance. Upon receipt of such notice, the Client will not be billed for any additional Leads generated after the 24-hour notice period. However, the Client will remain responsible for any lead charges incurred prior to the effective date of termination. Prime Listing Leads will cease all lead generation activities upon the completion of the 24-hour notice period.

1.2. For the avoidance of doubt, cancellation under this Clause 1 does not entitle the Client to any refund of fees paid for Prepaid Leads not yet delivered, nor to any refund of any automatic rebilling charge already processed under Clause 6.4. The Client's entitlement on cancellation is limited to receiving any Prepaid Leads already generated and qualified at the time the 24-hour notice period expires.

2. DEFINITIONS & INTERPRETATION

2.1. These are the terms and conditions which govern the provision of services by Prime Listing Leads to the Client (the “General Terms”).

2.2. In these General Terms the following words and phrases have the following meanings:

“Agreement” means the agreement entered into between Prime Listing Leads and the Client by the Client's purchase of the initial Lead Package and acceptance of these General Terms, and any reference to “Agreement” shall include these General Terms;

“Applicable Law” means all applicable laws, statutes, regulations and codes from time to time in force in England and Wales;

“Chosen Area” means the zip code areas (up to a maximum of 8) chosen by the Client in the onboarding form and confirmed by Prime Listing Leads as areas in which exclusivity can be given;

“Client” means the person or entity purchasing the initial Lead Package;

“Client Materials” means all documents, information, items and materials in any form, whether owned by the Client or a third party, which are provided by the Client to Prime Listing Leads in connection with the Services;

“Confidential Information” has the meaning specified in Clause 10.1 below;

“Data Fee” means the fee payable by the Client for the Services, being either (a) the price of a Lead Package; or (b) the applicable per-Lead rate agreed between the Parties, as the context requires;

“Deliverables” means any outputs of the Services and any other documents, products and materials provided by Prime Listing Leads to the Client in relation to the Services;

“Prime Listing Leads” means a division of Whiteworth Conglomerate Limited whose registered office is at 114 High Street, Cranfield, Bedford, England, MK43 0DG, United Kingdom;

“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

“Lead Package” means a prepaid bundle of Leads purchased by the Client at one of the package tiers offered by Prime Listing Leads from time to time, with the price per Lead determined by the tier purchased;

“Leads” means a person or entity expressing reasonable intent of selling their property and who meets the Qualification Criteria;

“Parties” means Prime Listing Leads and the Client, and “Party” means either of them;

“Prepaid Leads” means Leads purchased in advance as part of a Lead Package;

“Qualification Criteria” means the following criteria: (i) the person or entity is not contracted to another real estate agent; (ii) the correct name, phone number and address are provided; and (iii) the property is in the Chosen Area;

“Services” has the meaning specified in Clause 4.1;

“Standard Rate” means US$75 (Seventy Five US dollars) per Lead, or such other per-Lead rate as may be separately agreed in writing between the Parties from time to time;

“Start Date” means the date on which the Client pays for the initial Lead Package; and

“Term” has the meaning given in Clause 3.1.

2.3. Throughout these General Terms, and unless and to the extent otherwise expressly stipulated to the contrary or as the context otherwise strictly requires:

2.3.1. words importing the singular include the plural and vice versa;

2.3.2. references to clauses are references to the clauses of these General Terms;

2.3.3. the words “including”, “include” and “includes” shall not limit the sense or application of any words preceding those terms, and shall in each case be construed as meaning, respectively, “including without limitation” and “include/s without limitation”; and

2.3.4. words importing persons include firms, companies and corporations (however and wherever incorporated or established), as well as unincorporated associations, and vice versa.

2.4. Throughout this Agreement, headings are inserted for convenience only and shall not affect the meaning, construction or interpretation of the Agreement or any of its provisions.

3. TERM

3.1. The Agreement shall commence on the Start Date and continue in full force and effect until cancelled under Clause 1 or terminated under Clause 13 below, or such other end date as may be agreed from time to time in writing by the Parties.

3.2. Any terms that are by necessary implication, or that are expressly stated herein, to survive termination shall remain binding and effective as between the Parties thereafter, notwithstanding termination of this Agreement, including Clauses 2, 6, and 9 to 16 inclusive.

4. PRIME LISTING LEADS' DUTIES

4.1. Prime Listing Leads shall provide to the Client the following services:

• deliver Leads, with each Lead being delivered by way of a form containing the name and phone number of the Lead and the property address;

• ongoing optimisation and maintenance of the Lead generation process;

• the Prime Listing Leads team will message potential Leads and send them directly to the Client if they meet the Qualification Criteria; and

• provide exclusivity of Lead generation in the Client's Chosen Area,

(together the “Services”).

4.2. Prime Listing Leads shall:

4.2.1. ensure that all personnel involved in the provision of the Services have suitable skills and experience to enable them to perform the tasks assigned to them, and that such personnel are in sufficient number to enable Prime Listing Leads to fulfil its obligations under this Agreement;

4.2.2. perform the Services with reasonable care, skill and diligence in accordance with good practice in Prime Listing Leads' industry, profession or trade;

4.2.3. cooperate with the Client in all matters relating to the Services, and comply with the Client's reasonable instructions;

4.2.4. comply with the Applicable Law and inform the Client as soon as it becomes aware of any breach of Applicable Law.

4.3. Prime Listing Leads is authorised by the Client to contact potential Leads and post copy for the Client as part of the delivery of the Services.

5. CLIENT’S DUTIES

5.1. The Client agrees to complete the onboarding form to confirm the Chosen Areas.

5.2. The Client agrees to watch the onboarding video provided by Prime Listing Leads in the onboarding process and submit the form confirming they have done so.

5.3. If requested by Prime Listing Leads, the Client shall confirm whether a Lead meets the Qualification Criteria and provide reasons if it considers that the Lead does not meet the Qualification Criteria. If the Client continues with the potential Lead despite it not meeting the Qualification Criteria, then it shall be deemed a Lead for the purposes of Clause 4.1.

5.4. The Client shall:

5.4.1. advise Prime Listing Leads as soon as reasonably practicable and in writing of any issues, potential issues, changes in circumstances, or any other matters that may in any way affect the provision or performance of any of the Services;

5.4.2. provide Prime Listing Leads in good faith with such cooperation, and with any and all such information and documentation, as Prime Listing Leads may from time to time reasonably require in order to provide the Services;

5.4.3. provide Prime Listing Leads promptly with full details and information relating to any defect, failure, breach, or shortcoming, whether actual or anticipated by the Client, in relation to any of the Services, or the performance or provision thereof, that comes to the Client's attention;

5.4.4. ensure that the contents of any and all materials which the Client provides to Prime Listing Leads, contributes to, or approves, are not in contravention of any Applicable Law or codes of practice, or of ordinary standards of decency, or of any third-party rights;

5.4.5. ensure that any briefings or instructions given to Prime Listing Leads are clear, that any important instructions are given in writing, and that any and all facts and information that it provides to Prime Listing Leads are materially accurate; and

5.4.6. instruct the Client's own officers, employees, agents and subcontractors to provide Prime Listing Leads with such cooperation and assistance as Prime Listing Leads may from time to time reasonably require.

5.5. The Client hereby warrants, confirms and agrees that: (1) it or one of its group companies is the sole owner of any and all trademarks and trade names that it indicates to Prime Listing Leads to be its own, and of any and all copyrights and other intellectual property rights subsisting in or in connection with any materials that it provides to Prime Listing Leads for Prime Listing Leads' use; (2) no materials provided by the Client to Prime Listing Leads shall in whole or in any part infringe any patent, copyright, trademark, trade secret, or any other rights of any third party whatsoever; and (3) the Client has full right and authority to enter into this Agreement, that it is authorised to grant the rights set forth herein, that the consent of no other person or persons is necessary, and that in doing so the Client is not breaching any obligations owed to or infringing any rights of any third party.

5.6. Additional Chosen Areas. If Prime Listing Leads notifies the Client in writing (including by email or SMS) that additional zip codes are required to continue delivering the Services effectively, the Client shall provide additional zip codes within 24 hours. If the Client does not provide acceptable zip codes within that period, Prime Listing Leads may, acting reasonably, select and add zip codes geographically adjacent to the existing Chosen Area, and those zip codes shall form part of the Chosen Area for the purposes of this Agreement.

6. FEES

6.1. Initial Payment. On the Start Date, the Client shall pay for an initial Lead Package, the size and price of which shall be as agreed between the Parties at onboarding and confirmed in writing (including by email) at the point of purchase. The Agreement commences on receipt of payment for the initial Lead Package.

6.2. Pricing Tiers. Prime Listing Leads offers Lead Packages at varying tiers, with the price per Lead determined by the size of the package purchased. Larger packages attract a lower price per Lead. The available tiers and prices shall be as set out by Prime Listing Leads from time to time and confirmed in writing at the point of purchase.

6.3. Use of Prepaid Leads. Prepaid Leads will be drawn down one-for-one as Leads are delivered under Clause 4.1. The Client must receive all Prepaid Leads within twelve (12) months of the date of purchase of the relevant Lead Package. Any Prepaid Leads not received within that 12-month period are forfeited, save where Prime Listing Leads agrees otherwise in writing.

6.4. Automatic Renewal of Lead Packages.

6.4.1. Where the Client has purchased a Lead Package of two (2) or more Leads, the Client hereby authorises Prime Listing Leads (and Fanbasis as its payment processor) to automatically charge the Client's payment method on file for a further Lead Package of the same size and at the same price per Lead immediately upon delivery of the final Prepaid Lead in the then-current package. This automatic rebilling will continue on a rolling basis until the Client cancels in accordance with Clause 1.

6.4.2. Where the Client has purchased a Lead Package of one (1) Lead only, no automatic rebilling shall occur. Instead, the Client shall be charged the applicable per-Lead Data Fee on the day each subsequent Lead is delivered.

6.4.3. The Client may avoid automatic rebilling under Clause 6.4.1 only by cancelling in accordance with Clause 1 prior to delivery of the final Prepaid Lead in the then-current package. Once the rebilling charge has been processed, it is non-refundable in accordance with Clause 6.5.

6.5. Non-refundability. All Data Fees (including the price paid for any Lead Package, whether initial or by automatic renewal under Clause 6.4) are non-refundable under any circumstances. The Client waives any right to charge-back or dispute any Data Fee with their payment processor. For the avoidance of doubt, where the Client cancels or terminates this Agreement before all Prepaid Leads in a Lead Package have been delivered, no refund shall be due in respect of undelivered Prepaid Leads, and the Client's sole entitlement shall be to receive any remaining Prepaid Leads delivered up to the effective date of termination (subject to the 12-month expiry in Clause 6.3).

6.6. Payment Method. The Client shall pay all Data Fees to Prime Listing Leads by way of the Fanbasis payment processor.

6.7. Late Payment. If payment in respect of any Fees which are not the subject of a dispute is not received in full by any due date, Prime Listing Leads shall be entitled (without prejudice to any other right or remedy):

6.7.1. to refuse, withhold and/or suspend performance of any or all Services while any Fees are outstanding and unpaid; and

6.7.2. to charge interest on the outstanding amount(s) at the rate of three per cent (3%) per annum over Bank of England base rate for the time being, accruing daily, from the due date until the total invoice sum has been paid (any part payments shall be applied first to the payment of interest and thereafter to the outstanding principal sums).

6.8. Service Charge. The Client acknowledges and agrees that all Data Fees are processed via Fanbasis, and that Fanbasis applies a service charge of three per cent (3%) on top of each Data Fee (including the price of the initial Lead Package, any automatic rebilling under Clause 6.4, and any per-Lead Data Fee). This service charge will be itemised at checkout and will form part of the single transaction charged to the Client's payment method by Fanbasis (and may appear as a single combined amount on the Client's bank or card statement). The Client acknowledges that the service charge is levied by Fanbasis (not Prime Listing Leads), is in addition to the Data Fees set out in this Agreement, and is non-refundable. The Client agrees not to dispute or charge-back the service charge component of any transaction.

7. LEAD REPLACEMENT POLICY

7.1. The Client may request, and is entitled to, a Lead replacement on individual Leads if any Lead does not meet the Qualification Criteria.

7.2. Any request made under Clause 7.1 may only be made by the Client sending an email to Prime Listing Leads at csm@primelistingleads.com on the 28th of every month before 5:00PM GMT+0, with an accessible spreadsheet link (XLSX file) containing the following information:

(a) the names and phone numbers of each Lead for which a Lead replacement is being requested; and

(b) the Qualification Criteria that the Lead has not met, with evidence to demonstrate this (e.g. the name of the realtor with whom they are contracted).

7.3. Failure to submit the Lead replacement request in accordance with Clause 7.2 will result in the forfeiture of eligibility for a Lead replacement.

7.4. Within 10 working days, Prime Listing Leads will confirm whether a Lead replacement is awarded and, for the purposes of Clause 4.1, confirm the revised number of Leads delivered by Prime Listing Leads as part of the Services.

7.5. Where a Lead replacement is awarded under this Clause 7, the replacement shall be delivered as an additional Lead at no further cost (in the case of Prepaid Leads, the replacement Lead shall not count against the Client's remaining Prepaid Lead balance). No cash refunds shall be issued under any circumstances.

8. CHANGE CONTROL

Either Party may propose changes to the scope or execution of the Services, but no proposed changes shall come into effect without the agreement in writing of the other Party.

9. INTELLECTUAL PROPERTY RIGHTS

9.1. In relation to the Client Materials and the Deliverables:

9.1.1. the Client and its licensors shall retain ownership of all Intellectual Property Rights in the Client Materials; and

9.1.2. the Client grants to Prime Listing Leads a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Client Materials and/or the Deliverables for the term of this Agreement for the sole purpose of providing the Services to the Client.

10. CONFIDENTIALITY

10.1. Each Party undertakes that it shall not at any time during this Agreement, and for a period of 12 months after termination of this Agreement, disclose to any person any confidential information concerning the business affairs, customers, or clients of the other Party, including any technical materials, models and relevant technical articles, technical reports owned by either party, sales materials, including but not limited to all quality management methods, pricing methods, sales methods and customers' materials (the “Confidential Information”) except as permitted by this Clause 10.

10.2. Consistent with the provisions of the General Data Protection Regulation (GDPR), each Party may disclose the other Party's Confidential Information:

10.2.1. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the Party's rights or carrying out its obligations under or in connection with this Agreement. Each Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other Party's Confidential Information comply with this Clause 10; and

10.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

10.3. No Party shall use any other Party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

10.4. The Client agrees that Prime Listing Leads may, from time to time, share testimonials and results achieved as a result of the Services provided for marketing purposes.

11. LIMITATION OF LIABILITY

Without prejudice to Prime Listing Leads' obligations under this Agreement, including to provide the Services, the Client hereby irrevocably acknowledges, accepts and agrees that the outcomes of the Services, by their very nature, are unpredictable, and that Prime Listing Leads is under no obligation and has no liability to the Client whatsoever in respect of any such outcome (including, for example, in respect of whether any Lead results in a listing, transaction, sale or commission, or any consequential commercial outcome for the Client), and expressly makes no representation or warranty whatsoever to the effect that any result, outcome, or objective in respect of any of the Services shall be achieved, be achievable, or be attained, by any date or at all, whether during or after the Term, or at all, unless and to the extent otherwise expressly set out in these General Terms.

12. INDEMNITY

The Client shall indemnify and hold harmless Prime Listing Leads from and against any and all Claims and Losses arising from infringement of any third party intellectual property rights, or third party losses by reason of or arising out of any information supplied to Prime Listing Leads by the Client and/or by any of its officers, employees, agents, or any other person(s) acting for or on behalf of the Client. “Claims” herein shall mean all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise); and “Losses” herein shall mean all losses including without limitation financial losses, damages, costs (including legal costs) and any and all other expenses of any nature whatsoever.

13. TERMINATION

13.1. Notwithstanding any other provisions herein, this Agreement may be terminated by either Party by notice in writing to the other Party.

13.2. If any notice of termination is given pursuant to and in accordance with Clause 13.1 above, the Agreement shall be terminated upon the expiry of 24 hours or such longer period as the notice may specify.

14. GOVERNING LAW, JURISDICTION & DISPUTE RESOLUTION

The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales. Any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or any of the Services shall be subject to the exclusive jurisdiction of the courts of England and Wales, to which the Parties hereby irrevocably submit.

15. DATA PROTECTION

15.1. The Client hereby warrants to Prime Listing Leads that it will, at all times during the Term, ensure that it is compliant with the applicable Data Protection Act 2018 as may be amended from time to time, and that it will keep Prime Listing Leads fully indemnified against any losses which may be suffered by Prime Listing Leads as a result of any breach of this Clause 15.1.

15.2. Prime Listing Leads represents and warrants that it will follow all Applicable Laws during the Term, including but not limited to any data privacy and protection laws.

16. GENERAL

16.1. Entire Agreement. This Agreement contains the whole agreement between the Parties in respect of the subject matter hereof and supersedes and replaces any prior written or oral agreements, representations or understandings between them relating thereto. The Parties hereby confirm that they have not entered into this Agreement on the basis of any representation that is not expressly set out in this Agreement. Notwithstanding any of the foregoing, nothing in this Agreement purports to nor shall it exclude liability for any fraudulent statement or act.

16.2. Variation.

16.2.1. Prime Listing Leads may vary these General Terms (including the Data Fees, the Services, and any other provisions) at any time by giving the Client not less than 14 days' written notice (which may be given by email to the Client's registered email address).

16.2.2. Any such variation shall take effect from the date specified in the notice. Continued use of the Services, or payment of any Data Fee, after the effective date of the variation shall constitute the Client's acceptance of the varied terms.

16.2.3. If the Client does not accept a variation, the Client's sole remedy is to terminate this Agreement in accordance with Clause 1 (Cancellation) or Clause 13 (Termination) before the variation takes effect.

16.2.4. Any other variation of this Agreement shall only be effective if agreed in writing by or on behalf of each Party.

16.3. No Partnership. The Agreement does not constitute or give rise to any relationship of employment, agency, partnership, or joint venture between any of the Parties, unless and to the extent otherwise expressly stated herein.

16.4. Third Party Rights. For the purposes of the Contracts (Rights of Third Parties) Act 1999, and notwithstanding any other provision of this Agreement, this Agreement is not intended to, and does not, give any person who is not a party to it any benefit or any right to enforce any of its provisions.