NEXA REFERRALS

TERMS OF SERVICE AGREEMENT

Effective Date: September 2026

1. Agreement, Scope, and Binding Effect

These Terms of Service (the “Terms”) form a binding agreement between Nexa Referrals (“Nexa Referrals,” “we,” “us,” or “our”) and the person or legal entity that purchases, accesses, administers, receives, integrates with, resells, or uses any Nexa Referrals service (“Customer,” “you,” or “your”).

The services may include, without limitation, lead generation, real estate leads, buyer leads, seller leads, pre-screened leads, exclusive leads, shared leads, live lead transfers, inbound lead generation, outbound lead generation, lead qualification, appointment opportunities, ZIP-code or geographic targeting, campaign management, CRM integrations, lead delivery systems, reporting dashboards, data services, marketing services, and related technology or support services.

By creating an account, accepting an order, signing an agreement, submitting payment, activating a campaign, receiving a lead, accessing the customer portal, integrating a CRM, or allowing any user or downstream party to use the services, you accept these Terms and all policies incorporated by reference.

If you act for an organization, you represent that you have authority to bind that organization. If you lack such authority, you must not use the services.

These Terms incorporate applicable service descriptions, pricing, campaign requirements, refund or replacement policies, privacy policies, lead qualification requirements, order forms, campaign specifications, and other policies published or communicated by Nexa Referrals through its authorized channels.

In the event of a conflict, a written order form signed by an authorized representative of Nexa Referrals controls only with respect to the expressly conflicting commercial term. Otherwise, these Terms control.

No salesperson, contractor, affiliate, lead provider, reseller, support representative, or other agent may modify these Terms orally or through informal messages. Nexa Referrals is bound only by these Terms or by a written amendment executed by an authorized representative of Nexa Referrals.

2. Definitions and Rules of Interpretation

“Account” means the Customer account and all users, administrators, campaigns, integrations, CRM connections, payment methods, lead sources, territories, ZIP codes, telephone numbers, email addresses, and other services associated with that account.

“Lead” means information relating to a person or business that may have an interest in purchasing, selling, investing in, financing, refinancing, renting, or otherwise engaging in a real estate transaction or other service covered by the applicable campaign.

“Qualified Lead” means a Lead that satisfies the qualification criteria agreed upon for the applicable campaign, which may include geographic location, property interest, transaction intent, contact information, timeframe, property type, or other campaign-specific requirements.

“Exclusive Lead” means a Lead designated for delivery to one Customer, subject to the applicable campaign terms and limitations.

“Shared Lead” means a Lead that may be delivered to more than one customer or marketing partner.

“Live Transfer” means a Lead that is transferred to the Customer or Customer-designated representative through a telephone or communication connection while the prospect is available.

“Campaign” means a particular lead-generation programme, geographic territory, ZIP code, property category, audience, service type, budget, qualification criteria, or marketing configuration established for Customer.

“Traffic” includes Leads, calls, messages, forms, submissions, recordings, contact information, campaign activity, tracking data, website interactions, CRM activity, and other information generated or transmitted through the services.

“Applicable Law” means all laws, regulations, rules, orders, industry requirements, licensing requirements, privacy requirements, telecommunications requirements, consumer-protection requirements, and other legally enforceable requirements applicable to the services or Customer’s activities.

Headings are for convenience only. “Including” means including without limitation.

3. Eligibility, Business Use, and Verification

The services are offered for legitimate business and marketing purposes.

Customer must be legally capable of entering into this agreement and must provide accurate, current, complete, and verifiable business, identity, billing, contact, licensing, campaign, and ownership information where requested.

Nexa Referrals may require Customer to provide business records, licensing information, proof of identity, proof of business ownership, website information, campaign information, service-area information, lead-handling procedures, CRM information, payment verification, or other information reasonably necessary for account approval and campaign management.

Payment does not guarantee campaign approval, lead volume, geographic availability, lead exclusivity, lead quality, appointment creation, conversion, revenue, or continued service.

Customer must promptly update inaccurate or outdated information and cooperate with reasonable verification requests.

Nexa Referrals may reject, restrict, suspend, or terminate an account where Customer provides inaccurate information, fails verification, engages in deceptive activity, creates excessive complaints, violates Applicable Law, fails to pay, abuses leads, or presents legal, financial, reputational, operational, or compliance risk.

4. Service Characteristics, Changes, and Dependencies

Lead-generation services depend upon advertising platforms, search engines, websites, landing pages, telecommunications providers, CRM systems, internet connectivity, third-party software, data providers, consumer behaviour, geographic demand, market conditions, and other systems outside Nexa Referrals’ direct control.

Lead volume may vary based on market demand, advertising costs, competition, seasonality, geographic availability, consumer response, campaign budget, targeting criteria, platform policies, and other factors.

Nexa Referrals does not guarantee uninterrupted service, a specific number of Leads, a specific cost per Lead, a specific conversion rate, appointment rate, closing rate, revenue amount, return on investment, or particular advertising performance.

Nexa Referrals may add, remove, modify, replace, discontinue, migrate, reconfigure, rate-limit, or change any campaign, targeting method, lead source, technology, integration, reporting feature, delivery method, or service.

Third-party platforms and providers may change their policies, algorithms, pricing, availability, or technical requirements without notice.

Customer is responsible for maintaining appropriate business continuity arrangements, CRM backups, alternative communication methods, and procedures for handling Leads.

5. Regulatory Framework and Customer Compliance

Customer is responsible for ensuring that its use of Leads, telephone numbers, email addresses, marketing information, consumer data, and communications complies with all Applicable Law.

Depending on the campaign and jurisdiction, Customer may be required to comply with applicable federal, state, and local laws and regulations concerning:

• Telephone Consumer Protection Act (TCPA)
• Do-Not-Call requirements
• Telemarketing regulations
• Federal Trade Commission requirements
• State telemarketing laws
• Privacy and consumer-protection laws
• Call recording and interception laws
• Email marketing requirements
• SMS and messaging requirements
• Real estate licensing requirements
• Advertising and disclosure requirements
• Fair housing requirements
• Data protection requirements
• Applicable industry rules and platform policies

Customer is responsible for determining the legal basis for contacting each Lead and for maintaining all required consent, disclosure, opt-out, suppression, and recordkeeping procedures.

Nexa Referrals’ delivery of a Lead does not constitute legal advice, compliance approval, or a guarantee that Customer may lawfully contact that Lead using any particular communication method.

6. Lead Generation, Consent, and Outreach

Customer acknowledges that Leads may originate from websites, landing pages, advertisements, search campaigns, social media campaigns, marketing forms, inbound calls, third-party advertising platforms, referral channels, or other lawful marketing sources.

Nexa Referrals will use commercially reasonable methods appropriate to the applicable campaign to generate and/or qualify Leads.

Where applicable, Lead forms or marketing systems may contain disclosures, consent language, terms, privacy notices, or other information relating to communications.

Customer remains responsible for determining whether its subsequent communications with Leads require additional consent, disclosures, opt-outs, Do-Not-Call screening, calling-hour restrictions, or other legal requirements.

Customer may not use Leads for deceptive, unlawful, abusive, discriminatory, fraudulent, or prohibited purposes.

Customer must honour reasonable opt-out and suppression requests and maintain its own internal Do-Not-Call and suppression lists where required.

Customer may not purchase, transfer, sell, scrape, harvest, or otherwise misuse Lead information outside the purposes permitted under the applicable campaign and these Terms.

7. Lead Quality, Qualification, and Verification

Nexa Referrals may apply qualification criteria to Leads based on the campaign specifications agreed with Customer.

Qualification criteria may include:

• Geographic location
• ZIP code
• Property location
• Buyer or seller intent
• Property type
• Transaction timeframe
• Contact information
• Stated interest
• Financing or transaction requirements
• Other campaign-specific criteria

Qualification does not guarantee that a Lead will purchase, sell, list, invest, schedule an appointment, answer a call, remain interested, or complete a transaction.

Consumer circumstances can change after a Lead is generated or qualified.

Nexa Referrals may reject or replace a Lead only where the Lead satisfies the applicable replacement or refund criteria.

Customer must provide Lead disputes within the timeframe specified by the applicable campaign policy and must provide sufficient information to allow Nexa Referrals to investigate the dispute.

Duplicate, invalid, unreachable, fraudulent, incomplete, or otherwise non-compliant Leads may be eligible for replacement only where they meet the applicable replacement criteria.

8. Exclusive Leads and Shared Leads

Where Customer purchases Exclusive Leads, Nexa Referrals will use commercially reasonable efforts to deliver the applicable Lead exclusively to Customer, subject to the campaign terms, technical limitations, duplicate detection, consumer requests, legal requirements, and circumstances outside Nexa Referrals’ control.

Exclusive status does not mean that the consumer has never interacted with another company, previously submitted information elsewhere, or may not independently contact another business.

Shared Leads may be distributed to multiple Customers or marketing partners.

Customer must not misrepresent a Shared Lead as an exclusive Lead.

Lead ownership is limited to the rights expressly granted under the applicable campaign and does not transfer ownership of the consumer, consumer identity, underlying data source, marketing assets, or Nexa Referrals technology to Customer.

9. Live Transfers

Where live transfers are purchased, Nexa Referrals may attempt to connect a qualified prospect with Customer or Customer’s designated representative.

A live transfer does not guarantee that the prospect will remain connected, answer subsequent questions, schedule an appointment, purchase a service, or complete a transaction.

Customer is responsible for ensuring that its representatives are available to receive transfers during the agreed operating hours.

If Customer fails to answer or accept an eligible transfer, the transfer may be considered delivered and may not qualify for a refund or replacement unless the applicable campaign terms expressly provide otherwise.

Customer must provide accurate transfer numbers, routing information, business hours, and escalation contacts.

10. Pricing, Billing, Taxes, and Payment Authorization

Customer authorizes Nexa Referrals and its payment processors to charge the selected payment method for campaign fees, Lead purchases, live transfers, subscriptions, setup fees, management fees, technology fees, integrations, advertising services, additional services, applicable taxes, and other amounts stated in an order or campaign agreement.

Campaigns may be billed in advance, per Lead, per transfer, through prepaid balances, on a recurring basis, or according to another agreed billing structure.

Rates may vary depending on geography, Lead type, exclusivity, property type, campaign demand, advertising costs, qualification criteria, and service requirements.

Customer is responsible for reviewing invoices and billing statements.

Billing disputes must be submitted in writing within fifteen (15) days of the applicable charge or invoice date.

Undisputed charges remain payable.

Failed payments may result in campaign suspension, Lead delivery interruption, account restriction, collection activity, or termination.

11. Refunds, Replacements, Cancellations, and Billing Disputes

Any refund or replacement is subject to the applicable campaign terms and Lead replacement policy.

Unless expressly agreed otherwise in writing, Leads that have been delivered, transferred, accessed, downloaded, exported, or otherwise consumed are not automatically refundable.

Customer must submit Lead disputes within the applicable dispute period.

A Lead may be considered non-refundable where:

• Customer contacted or attempted to contact the Lead;
• Customer failed to respond within the applicable response period;
• Customer failed to maintain accurate contact information;
• Customer's CRM or telephone system failed;
• The Lead otherwise satisfied the agreed qualification criteria;
• Customer disputes the Lead outside the permitted dispute period; or
• The Lead does not qualify for replacement under the campaign policy.

Cancellation of a campaign stops future Lead delivery only after the cancellation has been received and processed.

Previously delivered Leads, completed services, setup work, management services, advertising expenditure, and consumed services remain payable unless otherwise agreed in writing or required by Applicable Law.

Chargebacks filed without first providing Nexa Referrals a reasonable opportunity to investigate may result in suspension, evidence submission to the payment processor, collection activity, and refusal of future services.

12. Sales Agents, Estimates, and Unauthorized Promises

Customer must rely only on written commitments contained in these Terms, an applicable order form, campaign agreement, invoice, or written communication issued by an authorized representative of Nexa Referrals.

Statements made by independent contractors, affiliates, sales representatives, appointment setters, resellers, or other third parties do not modify these Terms unless expressly confirmed in writing by an authorized representative of Nexa Referrals.

Nexa Referrals is not liable for unauthorized promises concerning:

• Guaranteed Lead volume
• Guaranteed revenue
• Guaranteed appointments
• Guaranteed closings
• Guaranteed ROI
• Guaranteed conversion rates
• Guaranteed advertising results
• Guaranteed geographic exclusivity
• Guaranteed Lead quality beyond agreed criteria
• Refunds or credits
• Campaign timelines
• Platform performance

No employee, salesperson, contractor, reseller, affiliate, or other representative may waive these Terms unless expressly authorized.

13. Lead Data, Ownership, and Use

Lead information provided to Customer may contain personal information and must be handled in accordance with Applicable Law and applicable privacy requirements.

Customer receives a limited right to use Lead information for legitimate business purposes connected with the campaign for which the Lead was supplied.

Customer may not:

• Sell Leads without written authorization;
• Resell Lead information;
• Publish Lead information;
• Use Lead information for unrelated purposes;
• Share Lead information with unauthorized third parties;
• Scrape or harvest additional information about Leads unlawfully;
• Use Leads to create prohibited databases; or
• Use Lead information in violation of privacy or consumer-protection laws.

Nexa Referrals retains all rights in its technology, websites, landing pages, systems, campaign structures, marketing materials, databases, software, processes, and proprietary methodologies.

14. CRM, Integrations, and Customer Systems

Customer is responsible for its CRM, telephone systems, email systems, calendars, integrations, API credentials, websites, domains, tracking systems, user accounts, and other systems used to receive or process Leads.

Nexa Referrals is not responsible for Leads that fail to appear in Customer’s CRM because of Customer-side configuration errors, disconnected integrations, expired credentials, API limitations, software failures, incorrect routing information, full inboxes, unavailable representatives, or third-party outages.

Customer must maintain accurate integration credentials and promptly notify Nexa Referrals of technical problems.

Nexa Referrals may temporarily disable an integration where required for security, maintenance, compliance, or operational reasons.

15. Recording, Monitoring, and Communications

Customer is solely responsible for determining whether calls, meetings, messages, or other communications with Leads may lawfully be recorded, monitored, transcribed, stored, analysed, or disclosed.

Consent requirements vary by jurisdiction.

Customer must provide all legally required notices and obtain all required consents before recording or monitoring communications.

Nexa Referrals does not provide legal advice regarding recording or monitoring laws.

16. Suspension, Restriction, and Termination

Nexa Referrals may investigate, restrict, suspend, pause, block, limit, or terminate any account, campaign, Lead delivery, integration, or service where Nexa Referrals reasonably determines that action is appropriate because of:

• Non-payment
• Fraud
• Abuse
• Excessive complaints
• Legal or regulatory concerns
• Misuse of Lead information
• Breach of these Terms
• Security concerns
• Platform or advertising-policy violations
• Reputational risk
• Customer misconduct
• Operational requirements

Where permitted by law, Nexa Referrals may terminate a Customer account without prior notice.

Customer remains responsible for all charges incurred before termination.

Termination does not eliminate payment obligations, confidentiality obligations, indemnification obligations, data obligations, dispute provisions, or other provisions that reasonably survive termination.

17. Customer Indemnification

To the fullest extent permitted by law, Customer agrees to defend, indemnify, and hold harmless Nexa Referrals, its affiliates, officers, directors, employees, contractors, agents, technology providers, marketing partners, and service providers from claims, demands, investigations, penalties, damages, losses, liabilities, settlements, judgments, costs, and reasonable legal fees arising from:

• Customer’s use of Leads;
• Customer communications;
• Customer marketing practices;
• Customer’s failure to obtain required consent;
• TCPA or telemarketing violations;
• Privacy violations;
• Call-recording violations;
• Customer products or services;
• Customer representations;
• Customer misuse of Lead data;
• Customer’s employees, agents, contractors, or downstream users;
• Customer’s breach of these Terms; or
• Customer’s violation of Applicable Law.

These obligations survive termination.

18. Disclaimers of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, V LEADS DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AVAILABILITY, ACCURACY, RESULTS, REVENUE, PROFITABILITY, CONVERSION, OR FITNESS FOR CUSTOMER’S PARTICULAR BUSINESS MODEL.

Nexa Referrals does not guarantee:

• Any particular Lead volume;
• Any particular Lead cost;
• Any particular conversion rate;
• Any particular  appointment rate;
• Any particular closing rate;
• Any particular revenue;
• Any particular return on investment;
• That every Lead will answer;
• That every Lead will remain interested;
• That a Lead will purchase or sell;
• That advertising platforms will remain available;
• That campaigns will remain at a particular cost;
• That any third-party platform will approve or continue a campaign; or
• That services will be uninterrupted or error-free.

Customer acknowledges that marketing and Lead generation involve variables outside Nexa Referrals’ control.

19. Limitation of Liability

To the fullest extent permitted by law, Nexa Referrals and its suppliers will not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, lost revenue, lost opportunities, lost customers, lost data, loss of goodwill, business interruption, replacement-service costs, or anticipated business results.

Except for liability that cannot legally be limited, Nexa Referrals’ aggregate liability arising out of or relating to the services will not exceed the amount actually paid by Customer directly to Nexa Referrals for the specific affected service during the three (3) months immediately preceding the event giving rise to the claim.

These limitations apply regardless of the legal theory asserted, including contract, tort, negligence, strict liability, statutory claim, or otherwise, to the maximum extent permitted by law.

20. Governing Law, Venue, and Dispute Resolution

These Terms are governed by the laws of the jurisdiction identified in Nexa Referrals’ applicable corporate or order documentation, without regard to conflict-of-law principles, except where federal law controls.

The parties consent to the jurisdiction and venue of the competent courts serving Nexa Referrals’ principal registered business location, unless Applicable Law requires another forum.

Before filing a claim, the complaining party must provide detailed written notice and allow thirty (30) days for good-faith resolution.

Any claim arising from or relating to the services must be brought within one (1) year after the event giving rise to the claim, unless a longer period is required by non-waivable Applicable Law.

21. General Contract Terms

Customer may not assign these Terms or transfer its rights or obligations without written approval from Nexa Referrals.

Nexa Referrals may assign these Terms to an affiliate, successor, acquirer, financing party, or purchaser of substantially all relevant assets.

If any provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect.

Neither party will be liable for delays caused by events beyond reasonable control, including internet failures, advertising-platform outages, cyberattacks, government action, natural disasters, telecommunications failures, labour disputes, war, civil disorder, or third-party provider failures.

Payment obligations are not excused by such events.

Notices may be delivered by email, customer portal, invoice, or other reasonable communication method.

Customer is responsible for maintaining a monitored email address.

Continued use of Nexa Referrals services after an updated effective date constitutes acceptance of the updated Terms to the extent permitted by law.

22. Accessibility and Non-Discrimination

Customer must use the services consistently with Applicable Law concerning accessibility, equal treatment, and non-discrimination.

Customer may not use Lead information or Nexa Referrals services to unlawfully discriminate against consumers based on protected characteristics.

Customer is solely responsible for ensuring that its advertising, Lead qualification, customer communication, real estate practices, and sales processes comply with applicable fair housing, accessibility, consumer-protection, and anti-discrimination laws.

Nexa Referrals does not warrant that Customer’s particular use of the services independently satisfies Customer’s legal obligations.

23. Outages, Maintenance, Notifications, and Continuity

Customer acknowledges that Lead-generation systems can experience:

• Advertising platform outages;
• CRM failures;
• API interruptions;
• Internet outages;
• Hosting failures;
• Telecommunications failures;
• Software defects;
• Third-party provider failures;
• Cyberattacks;
• DNS failures;
• Data-provider interruptions;
• Platform policy changes; and
• Other unexpected events.

Nexa Referrals may provide incident information when operationally appropriate, but failure to provide a notice does not create an independent warranty.

Customer is responsible for maintaining appropriate systems to receive, store, contact, and manage Leads.

Customer should maintain alternative communication channels, CRM backups, employee coverage, and documented Lead-handling procedures appropriate to its business.

24. Lawful Process, Investigations, and Cooperation

Nexa Referrals may receive subpoenas, warrants, court orders, regulatory requests, consumer complaints, law-enforcement requests, advertising-platform investigations, privacy requests, or other lawful demands relating to Customer activity.

Nexa Referrals may preserve, disclose, restrict, or provide information where legally permitted or required.

Customer must cooperate with reasonable investigations involving its campaigns, Leads, communications, payment activity, or use of Nexa Referrals services.

Customer must not destroy or manipulate relevant records after reasonably anticipating litigation, investigation, enforcement action, or dispute.

25. Resale, Downstream Users, and Agency

Customer may not resell, sublicense, redistribute, white-label, wholesale, or provide Nexa Referrals services or Lead information to downstream parties without express written authorization.

An approved reseller remains responsible for its downstream users, customers, representatives, campaigns, communications, payment obligations, privacy practices, consent records, and compliance.

Customer must ensure that downstream users receive terms at least as protective as these Terms where required by Nexa Referrals.

No reseller, affiliate, contractor, or downstream user is an employee, partner, fiduciary, or general agent of Nexa Referrals.

No such party may make unauthorized promises or commitments on behalf of Nexa Referrals.

26. Essential Risk Allocation and Commercial Basis

The parties acknowledge that Lead-generation services involve risks that cannot be completely eliminated, including changing consumer demand, advertising-platform policies, Lead availability, market conditions, competition, consumer behaviour, data inaccuracies, technical failures, regulatory changes, and third-party platform dependency.

The pricing and availability of Nexa Referrals services depend upon the disclaimers, customer obligations, indemnities, exclusions of damages, and liability limitations contained in these Terms.

Customer is best positioned to control its sales representatives, Lead follow-up process, CRM, communications, products, services, licensing, business practices, and relationship with consumers.

Nexa Referrals is best positioned to operate and manage its Lead-generation systems, campaign infrastructure, marketing processes, and Lead delivery technology.

These Terms allocate risks to the party best positioned to control or insure against those risks, subject to non-waivable law.

27. Survival

The provisions concerning payment, Lead data, confidentiality, indemnification, limitations of liability, disclaimers, dispute resolution, governing law, investigations, ownership, and any other provisions that by their nature should survive termination will remain effective after termination.

SMS Messaging Terms

By providing your mobile phone number and opting in to SMS communications, you agree to receive SMS messages from Nexa Referrals regarding requested services, account communications, updates, and other communications for which you have provided consent.

• **Message frequency varies.**
• **Message and data rates may apply.**
• Reply **STOP** to unsubscribe from SMS messages.
• Reply **HELP** for assistance.
• **SMS consent is not required to purchase services.**
• Carriers are not responsible for delayed or undelivered messages.

You may opt out of SMS communications at any time by replying STOP. After opting out, you may receive one final confirmation message regarding your request.

CUSTOMER ACKNOWLEDGEMENT

By purchasing, activating, accessing, receiving, or using Nexa Referrals, Customer acknowledges that:

1. Customer has read and understood these Terms.
2. Customer has authority to enter into this Agreement.
3. Customer agrees to comply with Applicable Law.
4. Customer understands that Lead generation does not guarantee sales, appointments, closings, revenue, or profit.
5. Customer understands that Lead quality is determined according to the applicable campaign criteria.
6. Customer accepts responsibility for timely Lead follow-up.
7. Customer accepts responsibility for its own CRM, communication systems, employees, agents, and sales process.
8. Customer agrees to pay all applicable charges.
9. Customer agrees to the refund, replacement, suspension, termination, indemnification, disclaimer, and liability provisions contained herein.

CUSTOMER INFORMATION

Customer / Company Name: __________________________________

Contact Name: _____________________________________________

Business Address: __________________________________________

Email Address: ____________________________________________

Phone Number: ____________________________________________

Campaign / Service: ________________________________________

Monthly / Campaign Budget: _________________________________

Lead Type: ________________________________________________

Service Area / ZIP Codes: __________________________________

Effective Date: ____________________________________________

SIGNATURES

NEXA REFERRALS

Authorised Representative: _________________________________

Title: ____________________________________________________

Signature: _________________________________________________

Date: _____________________________________________________

CUSTOMER

Customer Name: ____________________________________________

Company: _________________________________________________

Title: ____________________________________________________

Signature: _________________________________________________

Date: _____________________________________________________