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This Lead Purchase Agreement (the "Agreement") is entered into by and between Prime Lead Exchange, LLC, a California Limited Liability Company, located at 700 N. Central Ave Suite 240, Glendale, CA 91203 ("Company," "Prime Lead Exchange," "we," "us," or "our"), and the company or individual entering into this Agreement to purchase Leads ("Buyer," "you," or "your") (collectively, the "Parties"). The term "Buyer" shall include Buyer and/or Buyer's clients, agents, or downstream purchasers (where relevant) that receive, use, or contact Leads obtained through Buyer.

Company operates a publisher network and lead exchange platform through which it aggregates, validates, and distributes consumer lead information and/or live transfer calls from individuals interested in home services. For purposes herein, such consumer information is referred to as a "Lead."

Buyer wishes to purchase Leads from Company pursuant to the terms and conditions set forth in this Agreement. This Agreement shall become effective on the date Buyer is approved by Company and/or accepts this Agreement electronically (the "Effective Date").

1. DEFINITIONS

• "Accepted Lead" means a Lead that has been delivered to Buyer and accepted by Buyer's system or not timely returned pursuant to Section 3.
• "ATDS" or "Autodialer" means any equipment that has the capacity to store or produce telephone numbers to be called using a random or sequential number generator, or to dial such numbers, as well as any equipment that functions to automatically select or dial telephone numbers. This definition includes both federal TCPA interpretations and broader state definitions.
• "Campaign" means a specific lead category or vertical with defined parameters, pricing, and delivery specifications.
• "Consumer" means the natural person whose information comprises a Lead.
• "Lead" means consumer information and/or a live transfer call generated through Company's network, including but not limited to name, contact information, and other data fields relevant to the applicable Campaign.
• "Lead Data" means all information associated with a Lead, including but not limited to PII, consent records, source information, and metadata.
• "Live Transfer" means an inbound telephone call from a Consumer that is transferred in real-time to Buyer.
• "PII" or "Personally Identifiable Information" means any information that can be used to identify, contact, or locate a specific individual.
• "Ping/Post" means a lead delivery method where partial Lead Data is sent to Buyer for bid acceptance before full Lead Data is delivered.
• "Platform" means Company's proprietary lead exchange, posting, tracking, and management system.
• "Valid Lead" means a Lead that meets the validity criteria specified in Section 4.

2. LEAD PURCHASE AND PRICING

The price for each Lead acquired by Buyer pursuant to this Agreement will vary based on mutual agreement between Company and Buyer, as specified in the Platform, applicable Insertion Orders, or as otherwise agreed in writing.

3. LEAD RETURNS AND CREDITS

Web form Leads (not Live Transfers or calls) may be returned for credit at the sole discretion of Company. Live Transfer calls are not eligible for return. All credit requests must be received by 1:00 PM Pacific Time on the 15th of the month for the prior month's Leads.

4. LEAD VALIDITY CRITERIA

A "Valid Lead" must be a real natural person who personally and voluntarily submitted accurate information matching the Campaign-specific criteria. All web form Lead information is obtained directly from the Consumer; Company does not independently verify accuracy.

5. TCPA AND TELECOMMUNICATIONS COMPLIANCE

Buyer represents, warrants, and covenants that it shall, at its sole cost: independently verify Prior Express Written Consent before any ATDS calls/texts; scrub all numbers against the National Do-Not-Call Registry, state DNC registries, the FCC Reassigned Numbers Database, and TCPA litigator databases; maintain its own internal DNC list; comply with all call time restrictions; provide all required disclosures; honor revocations within 10 business days; and maintain records for at least five (5) years.

6. BUYER'S REPRESENTATIONS, WARRANTIES, AND COMPLIANCE

Buyer represents and warrants that it is authorized to execute this Agreement, holds all required licenses and permits, and is and will remain in compliance with all applicable federal, state, and local laws including TCPA, TSR, GLBA, CAN-SPAM, FCRA, FDCPA, CCPA/CPRA, and all state Mini-TCPA laws.

7. BILLING, PAYMENTS, AND COLLECTIONS

Buyer will be invoiced monthly on Net 14 Days terms. Late payments accrue interest at 1.5% per month or the maximum rate permitted by law. Company may suspend Lead delivery to Buyers with past due balances, file UCC-1 financing statements, and recover attorneys' fees in collections.

8. CONFIDENTIALITY

The terms of this Agreement and Lead Data, suppression lists, pricing, and proprietary information shall be deemed Confidential Information and shall not be disclosed to any third party except to employees and consultants bound by similar obligations.

9. INDEMNIFICATION

Buyer shall defend, indemnify, and hold harmless Company and its affiliates from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of any breach of this Agreement, violation of applicable law (including TCPA and state Mini-TCPA), or any third-party claim arising from Buyer's use of Lead Data.

10. DISCLAIMER AND LIMITATION OF LIABILITY

LEADS ARE PROVIDED "AS IS" AND "AS AVAILABLE." COMPANY DISCLAIMS ALL WARRANTIES. COMPANY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY BUYER DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM.

11. TERM AND TERMINATION

This Agreement shall continue until either Party provides written notice of termination via email. Sections 5, 6, 8, 9, 10, 12, and 13 shall survive termination.

12. DISPUTE RESOLUTION

This Agreement shall be governed by California law. Any dispute shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (AAA) in Los Angeles County, California. Buyer may opt out of arbitration by emailing legal@primeleadexchange.com within fifteen (15) days.

13. GENERAL PROVISIONS

This Agreement sets forth the entire understanding between the Parties. Company may amend this Agreement at any time by posting a revised version. Notices shall be sent by email to legal@primeleadexchange.com. If any provision is held invalid, it shall be severed.

14. ELECTRONIC ACCEPTANCE AND AGREEMENT

By completing the registration process and clicking the acceptance button, Buyer agrees that such action constitutes Buyer's electronic signature and has the same legal force as a handwritten signature. Company will maintain a record of acceptance including date, time, IP address, and version of this Agreement.

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