2. DEFINITIONS & INTERPRETATION

2.1. These are the terms & conditions which govern the provision of services by Egen Media to the Client (the “General Terms”).

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

“Agreement” means the agreement entered into between Egen Media and the Client by the provision of the first Data Fee and accepting these General Terms and any reference to "Agreement" shall include these General Terms;

“Applicable Law” means all applicable laws, statutes, regulations and codes from time to time in force in The United State Of America.

“Chosen Area”: the zip code areas (up to a maximum of 10) chosen by the Client in the onboarding form and confirmed by Egen Media as areas which exclusivity can be given;

“Client” is the person or entity paying the initial Data Fee;

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

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

“Data Fee” means Egen Media’s for the Services as set out in Clause 5 “Deliverables” any outputs of the Services and any other documents, products and materials provided by Egen Media the Client in relation to the Services;

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

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

“Parties” means Egen Media and the Client, and “Party” means either/any of them;

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

“Services” has the meaning specified in Clause 4.1;

“Start Date” means the date on which the Client pays the first Data Fee; and

“Term” has the meaning given in Clause 3.1

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

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

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

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

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

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

3. TERM

3.1. The Agreement shall commence on the Start Date, and continue in full force and effect until cancelled under Clause 1 or terminated under clause 11 below or such other end date agreed from time to time in writing by the Parties.

3.2. Any terms that are by necessary implication or that are expressly stated herein to survive termination shall remain binding and effective as between the Parties thereafter, notwithstanding termination of this Agreement including Clause 2, 6, 9-14.

4. EGEN MEDIA’S DUTIES

4.1 Egen Media shall provide to the Client the following services:

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

* ongoing optimization and maintenance of the Lead generation process;

* the Egen Media team will message potential Leads and send them directly to the Client if they meet the Qualification Criteria; and

* provide exclusivity of Lead generation in the Client’s Chosen Area.

(together the "Services");

4.2. Egen Media shall:

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

4.2.2. perform the Services with the highest level of care, skill and diligence in accordance with best practice in Egen Media’s industry, profession or trade;

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

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

4.3 Egen Media are authorised by the Client to contact potential Leads and post copy for the Client as part of the delivery of the Services.

4.4 The Company agrees to provide marketing campaigns and exclusive lead generation services focused on delivering qualified listing leads directly to the Client.

Listing Lead Criteria: 

To qualify as a listing lead, each lead will meet the following criteria:

- The lead expresses an intent to sell their home within the next 12 months.

- The lead is not currently working with another real estate agent.

- The lead is within the service area (zip codes) that the Client provided

Leads that meet these criteria will be billed to the Client per lead. Leads will be forwarded via text and email

5. CLIENT’S DUTIES

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

5.2. The Client agrees to watch the onboarding video provided by Egen Media in the onboarding process and submit the form confirming they have done so;

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

5.4. The Client shall:

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

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

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

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

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

5.4.6. instruct the Client’s own officers, employees, agents and subcontractors to provide Egen Media with such cooperation and assistance as Egen Media may from time to time reasonably require.

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

5.4.8 The client agrees to provide the following items in order to provide the services listed in Section 4:

A. Provide required intake info requested through on-boarding call or survey.

B. Provide any updated card or bank information if a change or failed charge occurs.

5.5 The Client may **pause** and **resume** lead delivery at any time:

- **Pause and Resume**: The Client has the flexibility to pause lead delivery and may resume at their discretion. To pause or resume, the Client must provide digital notification to The Company (via the lead adjustment web page)

6. FEES

6.1. The Client pays the first Data Fee on the Start Date.

6.2. The Client shall pay on the day of receiving each subsequent Lead, a fee of US$89 (Eighty Nine US dollars) for each Lead the Client receives under these General Terms. This will be calculated and automatically paid from your payment method on file.

6.3 The Client shall pay all credit card Fees that may incur to Egen Media by way of payment processor 3%.

6.4. The Client agrees that all payments are non-refundable and waives any rights to charge-back or dispute their purchase with their credit card processor or Bank.

6.5. If payment in respect of any Fees which are not the subject of a dispute is not received in full by any due date, Egen Media shall be entitled (without prejudice to any other right or remedy):

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

7. LEAD REPLACEMENT POLICY

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

7.2. Any request made under Clause 7.1 can only be made by the Client sending an email to Egen Media at [email protected] on the 28th of every month before 5:00PM EST. with an accessible spreadsheet link [CSV file] containing the following information:

a) the names and phone numbers of each Lead they are requesting a Lead replacement for; and

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

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

7.4 within 30 working days Egen Media will confirm whether a Lead replacement is awarded and for the purposes of Clause 4.1 confirm the revised number of Leads delivered by Egen Media as part of the Services.

8. CHANGE CONTROL

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

9. INTELLECTUAL PROPERTY RIGHTS

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

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

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

10. CONFIDENTIALITY

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

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

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

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

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

10.4. The Client agrees that Egen Media may, from time to time, share testimonials and results achieved as a result of service provided for marketing purposes.

11. LIMITATION OF LIABILITY

Without prejudice to Egen Media’s obligations under this Agreement including to provide the Services, the Client hereby irrevocably acknowledges, accepts and agrees that the outcomes of the Services, by their very nature, are unpredictable, and that Egen Media is under no obligation and has no liability to the Client whatsoever in respect of any such outcome (including, for example, in respect of any consequential improvement or deterioration in the Client’s search engine rankings or any customer complaints), and expressly makes no representation or warranty whatsoever to the effect that any result, outcome, or objective, in respect of any of the Services, shall be achieved, be achievable, or be attained, by any date/s or at all, whether during or after the Term, or at all, unless and to the extent otherwise expressly set out in these General Terms.

12. INDEMNITY

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

13. TERMINATION

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

13.2. If any notice of termination is given pursuant to and in accordance with clause 11.1 above, the Agreement shall be terminated upon the expiry of 24 hours or such longer period as the notice may specify.

13.3 In the event of termination, any outstanding payments for leads delivered up to the termination date will be due immediately. Under no circumstances will The Company give refunds of the amount paid for the Services hereunder if either party decides to prematurely terminate. If Client chooses to terminate this agreement in writing, all monies owed to The Company will be due immediately and will be automatically charged to the Client’s payment method on file.

13.4 Under no circumstances will The Company provide refunds of the amount paid for the Services listed in this agreement performed by The Company.. The Company will give no refunds to the Client if agreement is terminated by the Client. All purchases are non-refundable. I understand that per this agreement, I waive my right to dispute lead purchases with my bank or credit card company, as well as my right to file any form of "chargeback." In the event of needing to enforce the terms of this contract, any legal expenses incurred by Egen Media LLC will be paid by the client.

12. GOVERNING LAW, JURISDICTION & DISPUTE RESOLUTION

The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with its subject matter or formation shall be governed by and construed in accordance with The United States Of America. Any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or any of the Services shall be subject to the exclusive jurisdiction of the courts of United States Of America, to which the Parties hereby irrevocably submit. The parties understand and agree that the construction and interpretation of this Agreement is governed by the laws of United States. In the event that either party must initiate legal action to enforce this Agreement, the Parties agree that the proper venue for such action shall at court in Illinois - Cook County.

13. DATA PROTECTION

13.1. The Client hereby warrants to Egen Media that it will, at all times during the Term, ensure that it is compliant with the applicable Data Protection Act, 2018 as may be amended from time to time, and that it will keep Egen Media fully indemnified against any losses which may be suffered by Egen Media, as a result of any breach of this clause 13.1

13.2. Egen Media represents and warrants it will follow all Applicable Laws during the Term, including but not limited to any data privacy and protection laws.

14. GENERAL

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

14.2. This Agreement may be varied only in writing by or on behalf of each Party.

14.3. The Agreement does not constitute or give rise to any relationship of employment, agency, partnership, or joint venture, between any of the Parties, unless and to the extent otherwise expressly stated herein.

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