TERMS AND CONDITIONS

These Terms and Conditions (this “Agreement”) are entered into among Appointments For Pros, Appointments For Pros Inc, a California corporation (“Company”), and all visitors to and users of (“you” or “your”) AppointmentsForPros.com, any of its subpages, and all related applications, platforms, portals, consoles or interfaces (collectively, the “Website”). This Agreement governs your use of the Website and any subsequent purchase or use of the services or products that Company offers (including, without limitation, Leads, Qualified Appointments, and any others). By visiting AppointmentsForPros.com, creating a login account through AppointmentsForPros.com, accepting a Qualified Appointment, or using other resources provided or made available by the Company to obtain or contact Leads or Qualified Appointments, you hereby accept and consent to all the terms and conditions set forth herein as well as any and all additional terms and conditions provided on the Website. Even if you do not create an account and/or do not purchase Leads or Qualified Appointments, and only visit the Website, you are still bound by this Agreement. Certain capitalized terms used herein may be defined either when they are first used or in a separate section of this Agreement.

I. OUTLINE OF SERVICES; RESPONSIBILITIES OF PARTIES.

A. Customer Responsibilities. By accessing a Lead or a Qualified Appointment ’s contact information (whether through the Website, email, phone, or otherwise), Customer agrees to all of the following:

1. Payment of Fees . Customer shall pay Company the Fees due hereunder.

2. Notify Company of Sale . Customer shall promptly notify Company in writing of any and all Leads or Qualified Appointments that Company converted into a sale so that Company can charge Customer the appropriate Conversion Fee due hereunder.

3. Automatic Payment of Appointment Setting Fee . Customer consents and agrees to Company automatically charging Customer’s credit card for the Appointment Setting Fee amount upon company setting an appointment on behalf of customer. Company shall have the right to impose this automatic charge on Customer’s credit card 24 hours after Company provides Customer with a time and date for an appointment with a Consumer.

4. No Sharing or Resale of Leads or Qualified Appointments; Automatic Payment of Administrative Expenses for Improper Sharing or Resale of Leads and Qualified Appointments . Customer acknowledges and agrees that any Leads and Qualified Appointments acquired under this Agreement shall not be resold, re-marketed or otherwise provided by Customer to any third parties. Any such resale or impermissible transfer of a Lead or a Qualified Appointment or the data contained therein, as well as any such direct or indirect transfer, export, display, forward, share, or use of a Lead or Qualified Appointment or the data contained therein shall constitute a misappropriation of Company’s property, which necessarily inflicts grave harm on Company’s business, and Customer expressly agrees that Company may automatically charge Customer’s credit card $500.00, per separate occurrence, as liquidated damages and not as a penalty, in addition to any other remedies available at law or in equity. Customer acknowledges and agrees that quantifying the amount of damages Company would incur as a result of misappropriation of a Lead or Qualified Appointment, and/or the data contained therein would be difficult and expensive and that the foregoing measure of liquidated damages represents a reasonable estimation of Company’s damages, as Company is contractually restricted from such resales with its affiliates and/or partners.

5. Legal Compliance . Customer shall comply with all federal, state, local and industry laws, rules, regulations, and requirements applicable to Customer’s business and industry, and performance of this Agreement, including, without limitation, all laws regarding the offer and sale of products and services. Further, Customer shall be duly licensed, permitted, bonded, insured (with coverages and limits customary for Customer’s industry), authorized and certified (as applicable) by all applicable government or regulatory authorities, at all necessary times, to offer, perform, and/or sell services and products to Leads and Qualified Appointments. Company shall not be liable or responsible for any actions or inactions of Customer.

6. Protect Account Information . Company is not responsible for any lack of care by Customer to secure its own data (for example, sharing of Customer’s username, password, or other account information used in connection with the Website, not logging out of Customer’s account for the Website, etc.), secure Consumer Information provide to or obtained by Customer, or for any breach of security on or through the Website. For the avoidance of doubt, Customer is responsible for any access to or use of Customer’s account and any Consumer Information by Customer or any person or entity using Customer’s username, password or other account information provided by Company to Customer, whether or not such access or use has been authorized by or on behalf of Customer, and whether or not such person or entity is an employee, agent, or representative of Customer. Customer shall maintain appropriate physical, technical and organizational measures to protect all Lead, Qualified Appointment, and Consumer Information provided hereunder against unauthorized access, use or disclosure. Customer shall: (i) notify Company promptly, in writing, and no later than twenty-four (24) hours following the occurrence of any apparent breach of security, such as loss, theft or unauthorized disclosure or use of Customer’s user name, password, other account information or any Lead, Qualified Appointment, or Consumer Information transmitted to Customer hereunder; and (ii) provide all necessary and reasonable cooperation to Company to comply with any laws applicable to such security breach, including, without limitation, (a) the notification of all Leads, Qualified Appointments, or Consumers who may have a right to be informed of such breach and (b) the investigation and prosecution of such breach.

7. Refrain from Unlawful and Prohibited Uses . Customer is granted a non-exclusive, non-transferable, non-sublicensable, limited, and revocable license to access and use the Website, the Leads, and the Qualified Appointments in strict accordance with this Agreement. Customer represents and warrants, as a condition precedent, that Customer will not use the Website for any unlawful or prohibited purpose, whether by law or in accordance with this Agreement. Customer shall not obtain, directly or indirectly, any information that is not made readily available or provided through the Website. Under no circumstances shall Customer attempt to resell any of Company’s content (including, without limitation, Leads or Qualified Appointments). Customer shall not modify, publish, reverse engineer, transmit, create derivative works, or exploit any of Company’s Website or content, in whole or in part. Customer agrees that it shall only use Company’s Website and content for personal use in attempting to contact Leads or Qualified Appointments for purposes of selling them on Customer’s services.

8. Intellectual Property . You shall not make use of Company’s intellectual property. All content included on Website, including, but not limited to, text, graphics, logos, images, and software is Company’s intellectual property or Company’s suppliers, and such intellectual property is protected by copyright, trademark, patent and other laws and regulations that protect proprietary rights. You shall abide by all copyright, trademark, patent and other proprietary notices contained in such content and not alter them in any way. Your use of the Website does not entitle you to any ownership, license to, proprietary or other property rights in or to the Website or any of Company’s intellectual property, nor does it grant you any express or implied license to use Company’s intellectual property except as expressly provided for in this Agreement.

9. United States Users. You shall only make use of Website, Leads, and Qualified Appointments if you can do so in compliance with all United States laws and regulations. If you access the Website from any location outside the United States, you shall be solely responsible for compliance with all relevant international laws and regulations, as well as the laws and regulations of the United States (including federal, state and local laws and regulations in the United States).

B. Company Responsibilities .

1. Company Responsibilities for Leads . If Customer has subscribed for Leads, then Company shall provide Customer with leads on a nonexclusive basis, subject to all limitations and restrictions of this Agreement, in exchange for the Appointment Setting Fee that shall be charged automatically to Customer’s credit card on file upon Setting the Appointment. For the avoidance of doubt, Company shall provide Customer with a Lead that has indicated interest in the services that Customer provides, however, Customer assumes the responsibility to close the sale with the Lead. Company reserves the right to contact Leads provided to Customer for the purpose of determining whether or not a Lead was converted to a sale by any and all Customers that have access to Leads, and to ask Lead about Lead’s satisfaction of Customer’s services or products.

2. Company Responsibilities for Qualified Appointments . If Customer agrees to receive appointments or leads, then Company shall provide Customer with the Customer name, project type, location, day, and time for the Qualified Appointment. In exchange, Customer shall pay the Appointment Setting Fee to Company. Company reserves the right to contact Leads provided to Customer for the purpose of determining whether or not a Lead was converted to a sale by any and all Customers that have access to Leads, and to ask Lead about Lead’s satisfaction of Customer’s services or products.

II. FEES AND PAYMENT TERMS

A. Fees . Customer shall pay Company the following fees (the “Fees”) in exchange for the services that Company provides hereunder:

1. Fees for Qualified Appointments. The following Fees shall apply only to Qualified Appointments:

(a) Appointment Setting Fee . The only Fees for a Qualified Appointment shall be the Appointment Setting Fee. For avoidance of doubt, this means that in exchange for receiving a Qualified Appointment, Customer shall pay to Company $49.00.

(b) Cancellation Fee. Customer shall pay 50% cancellation fee for cancelled appointments for invalid reasons. Customer will not pay for cancellations that our outside account preferences. To view our cancellation policy please click here.

B. Reporting . Customer shall promptly report in writing to Company the status of all Leads and Qualified Appointments and whether or not a Lead or Qualified Appointment is converted to a sale. For the avoidance of doubt, whenever Customer is supplied with a Lead or Qualified Appointment’s information or matched with a Lead or Qualified Appointment, it is the Customer’s responsibility to inform Company as to whether the Lead or Qualified Appointment was converted to a sale or not.

C. Refunds . Regardless of whether a Lead or Qualified Appointment was converted to a sale or not, Company shall have full and absolute discretion in determining whether or not to process a refund whenever a Customer is charged.

III. RECORDS; CONSENT TO CHARGES; ADDITIONAL REQUIREMENTS

A. Recordkeeping Obligation and Right to Audit. Customer shall maintain throughout the term of this Agreement, and until the conclusion of any applicable statute of limitations, under applicable local, state, and federal law, true and correct records of all information pertinent to Customer’s use of Leads or Qualified Appointments, including, but not limited to all communications between Customer and Leads or Qualified Appointments, as well as all records of payments made by Leads or Qualified Appointments to Customer. Customer shall promptly deliver any and all records required under this Agreement to Company upon Company’s request. If any records related to Customer’s use of Leads or Qualified Appointments are requested by a third party, including, without limitation, a government entity or regulatory authority, Customer shall, upon not less than five (5) days’ written notice, provide Company, the third party, the government entity and/or the regulatory authority a true and correct copy of such records. Such prior written notice to Company shall identify the third party, government entity or regulatory authority to which such records must be delivered and the information that must be reported. Company or its agent shall be entitled to audit, at its expense, during regular business hours and upon not less than five (5) days’ written notice, records of all information pertinent to Customer’s use of the Leads or Qualified Appointments for the purpose of verifying Customer’s compliance with the data use, transfer and payment terms of this Agreement, including, without limitation, any/all local, state and federal email and/or telemarketing laws, rules and regulations, and for verifying accuracy of payments. Any such audit shall not be made more than twice per annum during the term of this Agreement, unless reasonably required and/or a prior audit has disclosed an improper use, transfer, or payment. If, based on any such audit, Company determines that Company was underpaid by an amount equal to or greater than the lesser of $5,000 or five percent (5%) for the period under audit, or that there has been an improper use or transfer of Lead or Qualified Appointment data as contemplated herein, then the reasonable out-of-pocket costs incurred by Company in connection with the review (including reasonable accountants’ and attorneys’ fees) shall be reimbursed by Customer within five (5) days after demand therefor. Company may, once per annum and upon not less than twenty (20) days’ written notice, audit Customer’s policies, procedures, and internal controls to verify Customer’s compliance with this Agreement and all applicable local, state and federal laws, rules, regulations and requirements. This audit may be performed by a request for materials.

B. Assignment . Customer may not assign, transfer, or delegate any of its rights, responsibilities, duties or obligations under this Agreement without the prior written consent of Company. Any attempts to do so shall be null and void. Subject to the foregoing limitation, this Agreement, together with any agreements referenced and incorporated herein, shall inure to the benefit of and be binding upon Customer, their successors, administrators, heirs, and permitted assigns.

C. Pre-Authorization to Charge Customer’s Credit Card . Customer hereby authorizes Company to charge Customer’s credit card on file in accordance with this Agreement. Customer understands and agrees that Company will not obtain separate additional authorization from Customer for each recurring Fee charged to Customer’s credit card. By creating a login account through Website, Customer understands and agrees to pay, and specifically authorizes Company to charge Customer’s credit card for Fees and other amounts due pursuant to this Agreement. Customer further agrees that in the event Customer’s credit card becomes invalid, Customer will provide a new valid credit card upon Company’s request to be charged for the payment of any outstanding balances owed.

D. Qualifications . You must be at least eighteen (18) years old to use the Website. You represent that you are of legal age to form a binding contract.

E. Contact . By providing your Personally Identifiable Information (as defined below) to Company, you are consenting to be contacted by Company or its affiliates by telephone, text message, email, text, mail or other methods of electronic communication based on the information you provided to Company (which contact may involve the use of an automatic telephone dialing system to dial or store your phone number), even if you have opted into the National Do Not Call List administered by the Federal Trade Commission or any state equivalent Do Not Call List. You may have the opportunity to give Company contact information of other individuals that you would like to receive notifications relating to the Website use. Such additional individuals may be required to assent to the terms this Agreement. If you no longer want to receive communications from the Company or an affiliate, you must notify the Company in writing. As used herein, “Personally Identifiable Information” includes, but is not limited to, your name, address, phone number, fax number, email address and credit card information. Notwithstanding the above, Personally Identifiable Information does not include information that is collected anonymously (i.e., without identification of the individual user) or demographic or use information not connected to an identified individual.

F. Future Performance; No Business Opportunity . Company makes no representation that the Leads, the Qualified Appointments, the Website, or this Agreement guarantees any future success, profits, performance or any other result for you or your future business efforts (if any). Each Customer has made its own independent business evaluation regarding whether to purchase Leads or Qualified Appointments from Company. Nothing in this Agreement, and no course of dealing between any Customer and Company, shall be construed to create or imply in any manner a business opportunity relationship between the parties.

IV. COMPANY’S RETAINED RIGHTS

By visiting the Website, you consent to all of Company’s retained rights provided under this section.

A. Changes to Terms. Company reserves the right, in its sole discretion, to change or modify the terms of this Agreement at any time (including, without limitation, as it pertains to the Fees, Appointment Setting Fee, liquidated damages amounts, or other amounts due from Customer to Company; the manner in which Company provides Customer access to Website, Leads, and/or Qualified Appointments; or other terms). The most current version of this Agreement will supersede all prior versions. The most current version of this Agreement shall be determined by the version of the Agreement made available at https://AppointmentsForPros.com/terms-and-conditions/ or another subpage accessible via AppointmentsForPros.com. You acknowledge and agree that it is your responsibility to review and stay up to date on the most current version of the Agreement. If you do not agree to this Agreement or any subsequently updated version of this Agreement, then you must immediately discontinue using the Website, accepting Leads or Qualified Appointments from Company, and contacting and/or performing work for Leads or Qualified Appointments. Otherwise, you will be deemed to have assented to this Agreement and any subsequent updates to this Agreement.

B. Right to Restrict or Terminate Access . Company reserves the right to terminate your access to the Website, Leads, Qualified Appointments, and any other related service, or portion thereof, at any time, and without notice, in Company’s sole discretion, so long as it does not violate any local, state, or federal laws.

C. Right to Share Customer’s Use of Website and Services . Company’s responsibilities and obligations under this Agreement are subject to existing laws and regulations, and nothing herein shall preclude Company of the right to comply with any legal, governmental, or court requests relating to your use of the Website or information gathered by Website or Company with respect to such use.

V. DISCLAIMERS AND LIMITATION OF LIABILITY

A. DISCLAIMER OF LIABILITY AND WARRANTIES.

1. COMPANY AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, SUITABILITY, AND/OR ACCURACY OF THE WEBSITE, INFORMATION, SOFTWARE, PRODUCTS, SERVICES, GRAPHICS, LEAD OR QUALIFIED APPOINTMENT CONTACT INFORMATION, OR LEAD OR QUALIFIED APPOINTMENT INFORMATION FOR ANY PURPOSE.

2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL THE LEADS, QUALIFIED APPOINTMENTS, CONTACT INFORMATION, MATERIALS, AND OTHER DATA PROVIDED AND/OR USED ON OR THROUGH THE WEBSITE ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OR CONDITION OF ANY KIND. COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO SUCH LEADS, QUALIFIED APPOINTMENTS, CONTACT INFORMATION, MATERIALS, AND OTHER DATA, INCLUDING WITHOUT LIMITATION ALL CONDITIONS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

3. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY AND/OR ITS SUPPLIERS SHALL IN NO EVENT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY KIND INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF OPPORTUNITY, DAMAGE TO REPUTATION, THIRD-PARTY CLAIMS, PERFORMANCE OF WEBSITE, INABILITY TO ACCESS CUSTOMER ACCOUNTS, FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION SOFTWARE, PRODUCTS, SERVICES, GRAPHICS, LEAD CONTACT INFORMATION, QUALIFIED APPOINTMENT CONTACT INFORMATION, YOUR COMMUNICATIONS WITH LEADS OR QUALIFIED APPOINTMENTS, OR LEAD OR QUALIFIED APPOINTMENT INFORMATION GENERALLY, WHETHER BASED ON CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, FRAUD, OR DIRECT OR INDIRECT CONDUCT REGARDLESS OF WHETHER COMPANY HAS BEEN NOTIFIED OF THE POSSIBILITY OF DAMAGES.

4. IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE LEADS, THE QUALIFIED APPOINTMENTS, AND THE WEBSITE, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER TO COMPANY IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE OF ANY ACT, OCCURRENCE, OR OMISSION FIRST GIVING RISE TO ANY CLAIM BY OR DAMAGE TO CUSTOMER.

IF YOU DISAGREE WITH ANY PORTION OF THIS DISCLAIMER OR THE TERMS PROVIDED IN THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE AND REFRAIN FROM USING THE WEBSITE AND ACCESSING ANY LEADS OR QUALIFIED APPOINTMENTS.

B. Indemnification . Customer shall indemnify, defend, and hold harmless Company, its affiliates, their respective partners, directors, officers, employees, members, managers, shareholders, contractors, representatives and agents against any and all actions, claims, suits, proceedings, liabilities, losses, damages, expenses, and costs (including reasonable attorneys’ fees and related expenses) (each, a “Claim”) which arise from or relate to (a) Customer’s use of the Website, (b) Customer’s use of the Leads or Qualified Appointments, Lead or Qualified Appointment related data, or Consumer Information, (c) any misrepresentation, breach or alleged breach of this Agreement (including, without limitation, any representation or warranty contained herein) by Customer, its affiliates, or its/their respective partners, directors, officers, employees, members, managers, shareholders, contractors, representatives, and agents, (d) any dispute between Customer and any of its clients, or (e) Customer’s violation of applicable law or regulation.

C. Acknowledgment . Customer acknowledges and agrees that (a) websites owned by Company, its affiliates, or third parties may now and/or in the future include customer reviews of Customers provided by users of such website (the “Third Party Reviews”), (b) Company has no obligation to review, verify, edit or otherwise censor any Third Party Reviews, and (c) Company reserves the right to remove, screen, edit, or reinstate Third Party Reviews at any time in its sole and absolute discretion for any reason or no reason, and without notice to Customer. Customer shall not offer incentives of any kind, such as discounts, refunds, gift cards, contest entries, payments, offers, or deals in exchange for Third Party Reviews of Customer, or to prevent or remove Third Party Reviews. To the maximum extent permitted pursuant to applicable law, Customer releases Company, its affiliates, and their respective shareholders, officers, directors, employees, independent contractors and representatives (the “Company Parties”) from any and all claims, demands, actions, causes of action, judgments, penalties, settlements, losses and liabilities, whether known or unknown, relating to or arising from any Third Party Reviews or any other act or omission of any Consumer, client, homeowner, potential customer, Lead, Qualified Appointment or other service provider. In furtherance of the foregoing, Customer waives all rights against the Company Parties, which may exist under California Civil Code section 1542 and/or any similar state or federal law. California Civil Code section 1542 provides as follows: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

D. Confidentiality . For purposes of this Agreement, “Confidential Information” shall mean all data and information, of a confidential nature or otherwise, disclosed during the term of this Agreement by Company (“Disclosing Party”) to Customer (“Receiving Party”), as well as information that the Receiving Party knows or should know that the Disclosing Party regards as confidential including, but not limited to: (i) Lead or Qualified Appointment contact information, business plans, strategies, know how, marketing plans, suppliers, sources of materials, finances, business relationships, personally identifiable end-user information, pricing, technology, employees, trade secrets and other non-public or proprietary information whether written, verbal, recorded on tapes or in any other media or format; and (ii) any information marked or designated by the Disclosing Party as confidential. The Receiving Party agrees to hold all Confidential Information in trust and confidence and, except as may be authorized by the Disclosing Party in writing, shall not use such Confidential Information for any purpose other than as expressly set forth in this Agreement or disclose any Confidential Information to any person, company or entity, except to those of its employees and professional advisers: (a) who need to know such information in order for the Receiving Party to perform its obligation hereunder; and (b) who have entered into a confidentiality agreement with the Receiving Party with terms at least as restrictive as those set forth herein. Confidential Information shall not include any information that the Receiving Party can verify with substantial proof that: (1) is generally available to or known to the public through no wrongful act of the Receiving Party; (2) was independently developed by the Receiving Party without the use of Confidential Information; or (3) was disclosed to the Receiving Party by a third party legally in possession of such Confidential Information and under no obligation of confidentiality to the Disclosing Party. The Receiving Party agrees that monetary damages for breach of confidentiality may not be adequate and that the Disclosing Party shall be further entitled to injunctive relief, without the requirement to post bond.

E. Representations and Warranties. You represent and warrant that: (i) you have the power and authority to enter into and perform your obligations under this Agreement; (ii) when creating a login account on Website this Agreement will constitute a legal, valid, and binding obligation of you, enforceable against you in accordance with this Agreement’s terms and conditions; (iii) Customer is in good standing in the state of Customer’s organization; (iv) Customer is qualified to do business in each state in which Customer provides products and services and has in effect and good standing all licenses and permits necessary or required to provide such products and services; (v) Customer will not violate any federal, state, or local laws, rules, regulations, and ordinances, including, without limitation, the CAN-SPAM Act of 2003 (as amended), the Telephone Consumer Protection Act, the Fair Credit Reporting Act and any/all applicable state Do Not Call List requirements (collectively, “Laws”) applicable to Customer’s products or services, Customer’s contacting of Leads or Qualified Appointments, or Customer’s performance hereunder; (vi) Customer will not violate the rights of any third party including, without limitation, infringement or misappropriation of any copyright, patent, trademark, trade secret or other proprietary/intellectual property right; (vii) Customer’s products or services will not target consumers under the age of eighteen (18); (viii) Customer is not, nor is Customer acting on behalf of any person or entity that is prohibited from engaging in transactions with U.S. citizens, nationals, or entities under applicable U.S. law and regulation including, but not limited to regulations issued by the U.S. Office of Foreign Assets Control (“OFAC”); (ix) Customer is not, nor is Customer acting on behalf of any person or entity that is, a Specialty Designated National (“SDN”), as OFAC may so designate from time to time; (x) neither Customer, nor any employee of Customer, is or has been under investigation or fined by the Federal Trade Commission or any other governmental agency related to the offering of offer and sale of products and/or deceptive advertising; (xi) Customer shall implement such administrative, physical, and technical security measures as required by applicable Laws and/or as necessary, to: (a) ensure the secure handling, transmission, storage, and disposal of any/ all Consumer Information, Lead information, or Qualified Appointment information which Customer holds or handles; (b) protect against any threats or hazards to the security and integrity of such Consumer Information, Lead information, or Qualified Appointment information; (c) protect against any unauthorized access to or use of such Consumer Information, Lead information, or Qualified Appointment information; (d) use commercially reasonable efforts to cause its permitted transferees to exercise, all due care with respect to all Consumer Information, Lead information, or Qualified Appointment information and the collection, handling, delivery, processing and transmission thereof, including, without limitation, with respect to confidentiality and security and any consent or authorization necessary to use such information as contemplated hereby; (e) comply, and will use commercially reasonable efforts to cause its permitted transferees to comply, with all applicable privacy Laws with respect to their possession and use of any Consumer Information, Lead information, or Qualified Appointment information (including, without limitation, the use, unauthorized access, confidentiality and security of Consumer Information (and procedures related to the foregoing)) and all applicable Laws regarding email marketing and telemarketing activities.

F. Customer is Based or in Compliance with all United States Laws and Regulations . Customer hereby represents and warrants that it is and shall be in compliance with all federal, state and local laws of the United States in which Customer is transacting business and using Lead or Qualified Appointment information. Customer understands and acknowledges that Company and Website are intended to be made available to persons that are based in the United States and who have proper business permits and licenses to provide the types of services that are being requested by Leads or Qualified Appointments.

VI. CERTAIN DEFINITIONS

Capitalized terms used herein shall have the meanings ascribed to them throughout this Agreement. Certain other terms are defined below:

“Lead” means the contact information pertaining to a Consumer.

“Customer” means a person or entity that created a login account on Website. References to “you” and “your” also refer to Customer.

“Consumer” means any person who is potentially interested in purchasing products or services.

“Consumer Information” means the personally identifiable information regarding a Consumer.

“Qualified Appointment” means a limited license to use the information of a Consumer which may include some or all of the following information about such Consumer and their potential need for services: a day, time and location that the Consumer has agreed to be available to discuss the services the Consumer may be interested in purchasing, name, address, phone number, zip code, utility spend, utility provider, project material, project size and scope, project budget and any other information that Company may from time to time collect from a Consumer.

VII. MISCELLANEOUS PROVISIONS

A. Entire Agreement. This Agreement, in addition to all terms and conditions provided on Website, embodies the entire agreement and understanding between you and Company on the subjects addressed herein and supersedes all prior discussions, agreements, or understandings between you and Company, whether express or implied. If there are any conflicting terms, the terms of this Agreement shall take precedence.

B. Modification. Except when and if modified by Company by posting a new version of this Agreement to AppointmentsForPros.com or the appropriate subpage, which the Company may do at any time, this Agreement may not be modified or amended.

C. Severability. If, for any reason, any provision or partial provision of this Agreement is held invalid, such invalidity shall not affect the remainder of such provision or any other provision of this Agreement not so held invalid, and each other provision, or portion thereof, shall, to the full extent consistent with law, continue in full force and effect.

D. Headings. The headings of the paragraphs of this Agreement are inserted for convenience of reference only and are not intended to be a part of, or to affect the meaning or interpretation of, this Agreement.

E. Waiver . The parties agree that if, and to the extent that, any party does not require strict compliance with the provisions of this Agreement by any other party, that action or inaction shall not constitute a waiver of, or otherwise affect or prejudice in any manner, that party’s future rights or remedies under this Agreement, including the right to subsequently require strict performance of such provisions. No waiver by any party of a breach of this Agreement by any other party shall be deemed to be a waiver of any other breach by that other party (whether before or after and whether or not of the same or similar nature), and no acceptance of payment or performance by any party after any breach by any other party shall be deemed to be a waiver of any breach by that other party, whether or not the first party knows of the breach at the time it accepts such payment or performance.

F. Electronic Signatures . Any other documents to be delivered in connection herewith may be electronically executed in that Customer taking the affirmative action of creating a login account on Website is, in fact, accepting to be bound by this Agreement in its entirety.

G. No Third-Party Beneficiaries . Except for affiliates of Company, which are intended third party beneficiaries of this Agreement, nothing in the Agreement is intended or shall be construed to give any person other than the parties hereto, their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of the Agreement or any provision contained herein. Each party agrees that due to the unique nature of the Leads, Qualified Appointments, Consumer Information, and other Confidential Information provided by Company to Customer hereunder, there may be no adequate remedy at law for any breach by Customer of its obligations hereunder, and that any such breach may result in irreparable harm to Company. Therefore, upon any such breach or threat thereof, Company shall be entitled to appropriate equitable relief, including without limitation injunctive relief, in addition to any and all remedies available at law.

H. Notices . Any and all notices, whether voluntary or required under this Agreement, to Company shall be made to:

Appointments For Pros

Email:Support@AppointmentsForPros.Com

Customer hereby consents that Company may send all notices to Customer, whether voluntary or required under this Agreement, to the email address or any other address that Customer may provide to Company.

I. Governing Law . This Agreement shall be construed under the laws of the State of California.

J. Jurisdiction and Venue . Any dispute, controversy or claim arising out of or relating to the Website, the Leads, the Qualified Appointments, or this Agreement shall be settled by binding arbitration by JAMS in accordance with JAMS Comprehensive Arbitration Rules and Procedures (the “Rules”). The arbitration shall be heard by one arbitrator selected in accordance with the Rules, with venue in San Diego County, California. Judgment upon any award rendered may be entered in any court having jurisdiction thereof. All parties waive the right, if any, to any claim that this Agreement, or any part hereof, is invalid, illegal or otherwise voidable or void. The arbitrator shall make his or her award no later than thirty (30) calendar days after the close of evidence or the submission of final briefs, whichever occurs later and shall deliver to the parties a reasoned opinion detailing the facts and rationale supporting the award. The decision of the arbitrator(s) shall be final and binding on all parties. Notwithstanding the foregoing, each party to this Agreement and/or visitor to the Website waives the right to arbitrate any dispute as a class action, either as a member or a representative. Class arbitration (including the presiding over any form of a representative or class proceeding) and the consolidation of claims made by more than one plaintiff are both expressly prohibited. The parties hereby agree to arbitrate any dispute solely on an individual basis. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE WEBSITE, THE LEADS, THE QUALIFIED APPOINTMENTS, OR THIS AGREEMENT. Notwithstanding anything to the contrary, if any party desires to seek injunctive or other equitable relief that does not involve the payment of money, then those claims shall be brought in a state or federal court located in San Diego County, California, and the parties hereby irrevocably and unconditionally consent to personal jurisdiction of such courts and venue in San Diego County, California in any such action for injunctive relief or equitable relief.

K. Privacy. Your use of the Website shall be subject to Company’s Privacy Policy, which governs the Website’s data collection practices. You can find a link to Company’s Privacy Policy at https://AppointmentsForPros.com/privacy-policy/ .

L. Taxes . A ll Fees are exclusive of any and all applicable taxes, customs, duties, expenses, fees and other charges imposed by any governmental authority (“Taxes and Expenses”), all of which shall be Customer’s sole responsibility. For avoidance of doubt, it is possible that Customer’s use of the Website, Leads, and/or Qualified Appointments may result in Customer owing Taxes and Expenses to others (e.g., income taxes owed on income earned following Customer’s closing of a sale to a Lead or Qualified Appointment). Customer will determine whether any such Taxes and Expenses arise and, if they do, Customer will timely pay them to the appropriate party.

M. Relationship. The relationship of Customer and Company is that of independent contractors and nothing in this Agreement is intended to create or shall be construed as creating a relationship of joint venture, partners, employer/employee or principal and agent.

N. Term . This Agreement shall remain in full force and binding on you so long as you have access to Website. This Agreement shall also remain in full force and binding on you for any and all matters, cause of actions, claims, liabilities, or damages relating to Leads or Qualified Appointments accessed through the Website, regardless of whether you still have access to Website, for six years after you accessed or were matched with a Lead or Qualified Appointments through Company or Company’s partners or affiliates.