1. LEADS

1.1. Seller agrees to generate and provide to Buyer, and Buyer agrees to accept and pay for, certain information
regarding consumers who have expressed interest in vehicle transportation services (“Leads”). Buyer
acknowledges that the information contained within Leads is self-reported by individuals, and Seller makes no
representation or warranty regarding the absolute truth, accuracy, or completeness of information provided by such
individuals.
1.2. Lead Characteristics:
a) Lead Generation and Source: Leads are meticulously generated by Seller primarily through various online
marketing channels, including but not limited to contextual advertising, search engine marketing, social media
marketing, and vetted partner networks. Seller hereby represents and warrants that all Leads are obtained through
lawful means, strictly in compliance with applicable laws, and with the explicit consent of the potential client for the
processing and transfer of their data for the purpose of receiving information and offers regarding vehicle
transportation services.
b) Lead Types: Leads provided under this Agreement may be either Exclusive or Non-Exclusive (Shared). The
specific type of Leads to be provided, along with the maximum number of companies (if applicable) with which a
Non-Exclusive (Shared) Lead may be distributed, shall be clearly stipulated in each respective Order Form.
* Exclusive Leads: These Leads are provided solely to Buyer and are guaranteed not to be shared or sold by Seller
to any other brokerage or transportation company.
* Non-Exclusive (Shared) Leads: These Leads may be provided to a limited and specified number of other reputable
brokerage companies, as explicitly detailed in the Order Form.
c) Required Lead Data: Each Lead provided hereunder shall include the following comprehensive information from
the potential client: full name, active phone number, valid email address, detailed information about the vehicle(s) to be
transported (including make, model, and year of manufacture), the desired pickup date for transportation, and accurate
origin and destination ZIP codes.
d) Vehicle Types: Seller is equipped to provide Leads for a broad spectrum of vehicle types, encompassing, but not
limited to: sedan, coupe, SUV, pick-up, VAN, ATV/UTV, motorcycle, travel trailer, RV, boat, and heavy equipment.
Buyer shall specify in the Order Form any particular vehicle types for which Leads should not be provided.
e) Geographical Scope: Seller possesses the capability to generate and provide Leads originating from all regions
across the United States of America. However, Buyer may explicitly specify in the Order Form any particular states,
U.S. territories, or regions (e.g., Hawaii (HI), Alaska (AK), Guam (GU), Puerto Rico (PR)) for which Leads should not
be provided.
f) Lead Quality Criteria and Validation: A Lead shall be deemed qualified and billable if, upon initial review by
Buyer, it meets all of the following criteria:
* The provided contact information (specifically phone number and email address) is valid, active, and allows for
reasonable communication with the potential client.
* The potential client has genuinely expressed and confirmed active interest in obtaining vehicle transportation
services.
* The Lead is not a duplicate of a Lead previously provided to Buyer by Seller within a defined period of 30
calendar days.
* The Lead fully and accurately complies with all specific parameters, exclusions (e.g., vehicle types, geographical
restrictions), and requirements outlined by Buyer in the corresponding Order Form.
1.3. Lead Delivery and Verification:
Leads will be transmitted electronically by Seller to Buyer through agreed-upon communication channels, which may
include, but are not limited to, Buyer’s CRM system, dedicated email addresses, or API integration. Seller commits to
dispatching Leads 24 hours a day, 7 days a week (24/7), in real-time or as expeditiously as generated, to ensure
prompt access for Buyer. Buyer shall diligently verify the quality and validity of all received Leads within 24 hours of
receipt. In the event a Lead is identified as unqualified (i.e., failing to meet the criteria specified in Section 1.2.f), Buyer
may submit a written rejection to Seller within the aforementioned verification period, providing a specific and detailed
reason for the rejection. Leads not rejected within this period shall be deemed accepted and billable. Seller shall, upon
verification of a valid rejection, either replace the unqualified Lead with a new qualified Lead or issue a credit/refund for
the cost of the unqualified Lead, at Seller’s discretion or as agreed upon by the Parties.

2. PAYMENT

Buyer is solely responsible for paying for all Leads accepted, or deemed accepted, in accordance with the rates and
terms set forth in the Order Form. Payment terms, including but not limited to prepayment requirements, post-payment
schedules, and payment frequency (e.g., daily, weekly, monthly), will be explicitly detailed in each respective Order
Form. All sales of Leads are final upon acceptance. Any refund or credit is subject solely to the conditions outlined in
Section 1.3. In the event of any overdue amounts, interest may accrue at a rate of 1.5% per month or the highest rate
permitted by applicable law, whichever is lower. Buyer further agrees to reimburse Seller for any and all costs incurred
in connection with the collection of overdue amounts, including but not limited to reasonable attorneys’ fees and court
costs.

3. AUTHORIZED USE & COMPLIANCE

Buyer is strictly authorized to use the Leads solely for the purpose of marketing and offering its own legitimate vehicle
transportation services to the potential clients identified therein. Leads, or any information derived therefrom, may not
be resold, redistributed, licensed, sublicensed, or shared with any third party whatsoever. Buyer’s acquisition, storage,
processing, and use of Leads must at all times strictly comply with all applicable federal, state, and local laws, rules,
and regulations (“Applicable Law”), including without limitation the Telemarketing Sales Rule (TSR), the Telephone
Consumer Protection Act (TCPA), the CAN-SPAM Act of 2003, and any state-specific Do Not Call (DNC) registries.

4. CONFIDENTIALITY

Buyer shall maintain strict confidentiality of all Leads and any associated proprietary information, including but not
limited to contact details, vehicle information, and routing data. Buyer shall not disclose, reveal, publish, or disseminate
the Leads or their information to any unauthorized third party for any purpose not explicitly permitted by this
Agreement. Furthermore, the specific terms of each Order Form, including pricing, volume, and quality criteria, shall be
considered confidential information. Buyer shall implement appropriate technical and organizational measures to
protect Lead data from unauthorized access, disclosure, alteration, or destruction.

5. WARRANTY DISCLAIMER

ALL LEADS AND SERVICES PROVIDED BY SELLER ARE FURNISHED ON AN “AS IS” AND “AS AVAILABLE”
BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO THE FULLEST
EXTENT PERMITTED BY LAW. SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT
LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND
NONINFRINGEMENT OF THIRD-PARTY RIGHTS. Seller does not warrant that Leads will be free from errors,
complete, or that any specific percentage of Leads will convert into paying customers for Buyer. Buyer expressly
understands and acknowledges that Leads are based on self-reported information, and Seller makes no warranty or
guarantee as to whether Buyer will realize any specific revenue, profit, or receive any payment from the Leads.

6. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SELLER BE LIABLE TO
BUYER FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR OTHER
SIMILAR DAMAGES, OR FOR ANY LOST REVENUE, LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION,
OR OTHER INTANGIBLE LOSSES OF ANY KIND OR NATURE WHATSOEVER, ARISING FROM OR IN
CONNECTION WITH THE LEADS, THE PROVISION OF SERVICES, OR THIS AGREEMENT. IF SELLER IS EVER
DETERMINED TO HAVE ANY LIABILITY TO BUYER, WHETHER DIRECTLY OR INDIRECTLY, ARISING FROM OR
IN CONNECTION WITH THE PROVISION OF LEADS, THESE TERMS, OR ANY SERVICES PROVIDED
HEREUNDER, SUCH LIABILITY SHALL NOT EXCEED THE TOTAL AGGREGATE AMOUNT OF FEES ACTUALLY
PAID BY BUYER TO SELLER DURING THE CALENDAR QUARTER IMMEDIATELY PRECEDING THE DATE THE
CAUSE OF ACTION AROSE.

7. INDEMNIFICATION

Buyer shall defend, indemnify, and hold Seller, its affiliates, subsidiaries, successors, assigns, owners, directors,
officers, employees, contractors, representatives, and agents harmless from and against any and all claims,
investigations, demands, actions, proceedings, losses, judgments, awards, settlements, damages, fines, injuries,
penalties, and costs (including, but not limited to, reasonable attorneys’ fees and legal expenses) arising out of or
related to (i) any actual or alleged breach of this Agreement by Buyer or any person or entity acting on Buyer’s behalf,
(ii) Buyer’s negligence, gross negligence, or willful misconduct, or (iii) Buyer’s actual or alleged violation of any
Applicable Law in connection with its use or handling of the Leads. Buyer’s indemnification obligations will survive any
termination of this Agreement.

8. DISPUTE RESOLUTION; JURY AND CLASS ACTION WAIVER

Any and all disputes, controversies, or claims arising out of, relating to, or in connection with these Terms, the services
provided by Seller, or any breach, termination, or validity thereof (a “Dispute”) shall be solely and exclusively resolved
by binding arbitration. The demand for arbitration shall be made within a reasonable time after the Dispute has arisen,
but in no event shall it be made more than one (1) year from when the aggrieved party knew or should have known of
the controversy, claim, or facts forming the basis of the Dispute. The arbitration shall be initiated and conducted in
Florida before a single neutral arbitrator appointed in accordance with the then-current rules and procedures of the
American Arbitration Association for commercial arbitration, including provisions for the resolution of consumer
disputes, if applicable (the “Arbitration Rules”). Either party may, to the extent permitted by the Arbitration Rules, bring
a Dispute in small claims court in Palm Beach County, Florida. If the amount in controversy is less than $10,000, the
parties agree that the Dispute will be decided on the basis of written submissions without an oral hearing. The decision
of the arbitrator shall be final and binding without option to appeal. To the fullest extent permitted by law, the arbitrator
shall not have the power to award punitive, special, consequential, or indirect damages against any party. BY
AGREEING TO THESE TERMS, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO JOIN
CLAIMS OR DISPUTES WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION, CLASS ARBITRATION,
OR SIMILAR PROCEDURAL DEVICE; AND FURTHER WAIVES ANY RIGHT IT MAY HAVE TO PRESENT ITS
CLAIM OR DISPUTE IN A COURT OF LAW OR BEFORE A JURY. The laws of the State of Florida, USA, shall govern
these Terms, without regard to its conflicts of law principles.

9. TERM AND TERMINATION

This Agreement shall commence upon the date of its execution by both Parties and shall remain in full force and effect
until terminated as provided herein. Either Party may terminate this Agreement at any time, for any reason or no
reason, by providing [e.g., thirty (30)] days’ prior written notice to the other Party. Notwithstanding the foregoing, Seller
reserves the right, in its sole discretion, to suspend or terminate this Agreement or Buyer’s access to Leads
immediately and without prior notice if Buyer commits a material breach of these Terms, or if Seller reasonably
determines that Buyer’s use of the Leads or its conduct violates Applicable Law or may negatively impact Seller’s
reputation. Upon termination, Buyer’s right to receive new Leads shall cease, and Buyer shall promptly pay all
outstanding amounts owed to Seller. Sections related to payment, authorized use, compliance, confidentiality, warranty
disclaimer, limitation of liability, indemnification, dispute resolution, and miscellaneous provisions shall survive the
termination of this Agreement.

10. MISCELLANEOUS PROVISIONS

10.1. Entire Agreement: This Agreement, including the Order Form, constitutes the entire agreement and
understanding between Seller and Buyer with respect to the subject matter hereof and supersedes all prior and
contemporaneous representations, agreements, or understandings, whether written or oral, between the parties on
these subjects. Any different or additional terms in any documents furnished by Buyer, including any click-through
terms, are specifically objected to and will not become part of this Agreement. This Agreement may only be amended
or superseded by a written instrument explicitly identifying this Agreement and executed by duly authorized
representatives of both Seller and Buyer.
10.2. Severability: If any provision of these Terms is held to be contrary to law or public policy or otherwise
unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The
invalid provision shall remain in force as reformed by the court to most closely effect the original intent of the Parties.
10.3. Waiver: No term or provision of these Terms shall be deemed waived, and no breach consented to or excused,
unless such waiver, consent, or excuse is in writing and signed by the party claiming to have waived, consented, or
excused. Should either party consent, waive, or excuse a breach by the other party, such shall not constitute a consent
to, waiver of, or excuse of any other different or subsequent breach.
10.4. Independent Contractors: The relationship between Seller and Buyer is that of independent contractors.
Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency
relationship between the Parties. Neither Party has any authority to bind the other in any respect.
10.5. Notices: All notices and communications required or permitted under this Agreement shall be in writing and
delivered personally, by certified mail (return receipt requested), by reputable overnight courier, or by email to the
addresses specified in the Order Form or as otherwise updated by written notice. Notices shall be effective upon rece.