REXA — Real Estate Extraordinary Assistant

1. Definitions

For the purposes of this Agreement, the following terms shall have the meanings ascribed to them below:

"REXA Platform" means the Real Estate Extraordinary Assistant software platform, including all associated AI voice calling, SMS messaging, email outreach, CRM, lead generation, and pipeline management services provided by Apps2Grow LLC.

"Services" means all features, functions, and capabilities made available through the REXA Platform, including but not limited to AI-generated voice calls, automated SMS text messaging, email marketing campaigns, lead sourcing from up to fourteen (14) integrated data resources, appointment scheduling, CRM management, and any related marketing or outreach activities performed on the Subscriber's behalf.

"Marketing Materials" means any content, scripts, messaging, copy, audio recordings, voice personas, email templates, SMS templates, or other communications generated, customized, approved, or deployed by or on behalf of the Subscriber through the REXA Platform.

"Leads" means any prospective real estate sellers, buyers, or other contacts whose information is sourced, imported, or processed through the REXA Platform.

"Applicable Law" means all federal, state, and local laws, regulations, rules, and guidelines applicable to the Services, including without limitation the Telephone Consumer Protection Act (47 U.S.C. § 227) ("TCPA"), the CAN-SPAM Act (15 U.S.C. §§ 7701–7713), the Telemarketing Sales Rule (16 C.F.R. Part 310) ("TSR"), the CTIA Messaging Principles and Best Practices, the National Do Not Call Registry regulations, the California Consumer Privacy Act ("CCPA"), and all applicable state telemarketing, consumer protection, and data privacy laws.

"Consent" means prior express written consent as defined under the TCPA and applicable FCC regulations, or such other form of consent as required by Applicable Law for the specific communication channel being used.

2. Nature of the Services and Subscriber's Role

The REXA Platform provides AI-powered outreach tools that operate on the Subscriber's behalf. The Subscriber acknowledges and agrees that:

2.1 Subscriber as Principal. All calls, SMS messages, and emails transmitted through the REXA Platform are sent on behalf of the Subscriber, not Apps2Grow LLC. The Subscriber is the principal party responsible for all communications, and Apps2Grow LLC acts solely as a technology service provider and platform operator.

2.2 Subscriber's Business Responsibility. The Subscriber is an independent real estate professional or business entity operating their own real estate business. Apps2Grow LLC does not employ, supervise, or control the Subscriber's real estate activities, and nothing in this Agreement shall be construed to create an employment, agency, joint venture, or partnership relationship between the parties.

2.3 Platform as Tool. The REXA Platform is a software tool. Apps2Grow LLC does not independently initiate contact with any third party. All outreach activities are initiated at the direction of the Subscriber through their use of the Platform, including through automated scheduling, campaign configuration, and lead list management settings established by the Subscriber.

3. Subscriber Representations, Warranties, and Compliance Obligations

The Subscriber represents, warrants, and covenants to Apps2Grow LLC as follows, and acknowledges that Apps2Grow LLC is relying on these representations in providing the Services:

3.1 Legal Authority. The Subscriber has full legal authority to enter into this Agreement, to conduct real estate marketing activities in the jurisdictions where they operate, and to use the Services in compliance with all Applicable Laws.

3.2 Compliance with TCPA. The Subscriber acknowledges that the REXA Platform utilizes automated telephone dialing systems and artificial or prerecorded voice technology as defined under the TCPA. The Subscriber represents and warrants that: (a) they have obtained, or will obtain prior to initiating any call or text campaign, all required prior express written consent from each individual to be contacted; (b) they will maintain accurate, auditable records of all consents obtained; (c) they will honor all opt-out requests promptly and in compliance with applicable law; (d) they will not use the Platform to contact any individual listed on the National Do Not Call Registry without required consent; and (e) they will comply with all applicable calling time restrictions, including the prohibition on calls before 8:00 a.m. or after 9:00 p.m. in the called party's local time zone.

3.3 Compliance with CAN-SPAM Act. With respect to all email communications transmitted through the REXA Platform, the Subscriber represents and warrants that all commercial email messages will include a valid physical postal address, a clear and functional opt-out mechanism, and will not contain false or misleading header information or deceptive subject lines. Opt-out requests will be honored within ten (10) business days of receipt.

3.4 Compliance with CTIA Guidelines. With respect to all SMS communications transmitted through the REXA Platform, the Subscriber represents and warrants that they have obtained express written consent from each recipient prior to sending any marketing SMS messages, that all SMS messages include a clear opt-out mechanism, and that opt-out requests are honored immediately.

3.5 Real Estate Licensing Compliance. The Subscriber represents and warrants that they hold all required real estate licenses and authorizations required to conduct real estate marketing activities in the jurisdictions where they operate.

3.6 Data Privacy Compliance. The Subscriber represents and warrants that their collection, use, storage, and processing of personal data in connection with the Services complies with all applicable data privacy laws, including the CCPA.

3.7 Accuracy of Lead Data. The Subscriber represents and warrants that any lead lists, contact data, or other information uploaded to or used within the REXA Platform has been lawfully obtained and that the Subscriber has the right to use such data for the intended marketing purposes.

4. Marketing Materials — Approval and Authorization

4.1 Subscriber Approval of Content. The Subscriber acknowledges and agrees that all Marketing Materials used through the REXA Platform are subject to the Subscriber's review and approval. By activating a campaign, enabling automated outreach, or otherwise deploying the Services, the Subscriber conclusively represents that they have reviewed, approved, and authorized all Marketing Materials to be used in connection with such campaign or outreach activity.

4.2 Authorization to Act on Subscriber's Behalf. The Subscriber expressly authorizes Apps2Grow LLC and the REXA Platform to transmit Marketing Materials on the Subscriber's behalf using the Subscriber's approved content, contact lists, and campaign settings.

4.3 Subscriber Responsibility for Content. The Subscriber is solely responsible for ensuring that all Marketing Materials are truthful, non-deceptive, compliant with all Applicable Laws, and consistent with all applicable professional standards and ethical obligations. Apps2Grow LLC does not review, edit, approve, or take responsibility for the accuracy, legality, or appropriateness of any Marketing Materials.

4.4 No Endorsement. Apps2Grow LLC's transmission of Marketing Materials on the Subscriber's behalf does not constitute an endorsement, verification, or approval of such content by Apps2Grow LLC.

5. Explicit Acknowledgement of Communication Services

By subscribing to the REXA Platform, the Subscriber explicitly acknowledges, consents to, and authorizes the following services to be performed on their behalf:

5.1 AI Voice Calling. The Subscriber acknowledges that the REXA Platform uses artificial intelligence-generated voice technology to make outbound telephone calls to Leads on the Subscriber's behalf. The Subscriber expressly authorizes such calls and acknowledges their obligation to ensure all called parties have provided the required prior express written consent under the TCPA.

5.2 SMS Text Messaging. The Subscriber acknowledges that the REXA Platform sends automated SMS text messages to Leads on the Subscriber's behalf. The Subscriber expressly authorizes such messages and acknowledges their obligation to ensure all recipients have provided the required prior express written consent under the TCPA and CTIA guidelines.

5.3 Email Outreach. The Subscriber acknowledges that the REXA Platform sends commercial email messages to Leads on the Subscriber's behalf. The Subscriber expressly authorizes such emails and acknowledges their obligation to ensure all email campaigns comply with the CAN-SPAM Act and all applicable state email marketing laws.

5.4 Multi-Channel Automated Outreach. The Subscriber acknowledges that the REXA Platform may deploy voice calls, SMS messages, and email communications in a coordinated, automated sequence across multiple channels simultaneously or in succession, and expressly authorizes such multi-channel outreach on their behalf.

5.5 Lead Generation from Multiple Sources. The Subscriber acknowledges that the REXA Platform sources Leads from up to fourteen (14) integrated data resources operating continuously, 24 hours per day, 7 days per week, and authorizes the use of such data in connection with the Services, subject to the Subscriber's compliance obligations set forth in Section 3 of this Agreement.

6. Disclaimer of Warranties

THE REXA PLATFORM AND ALL SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, APPS2GROW LLC EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Apps2Grow LLC does not warrant that the Services will be uninterrupted, error-free, or free from viruses or other harmful components. Apps2Grow LLC does not warrant that the Services will achieve any particular business outcome, lead conversion rate, revenue target, or marketing result for the Subscriber.

7. Limitation of Liability

7.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL APPS2GROW LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICES, EVEN IF APPS2GROW LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, APPS2GROW LLC'S TOTAL CUMULATIVE LIABILITY TO THE SUBSCRIBER FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES PAID BY THE SUBSCRIBER TO APPS2GROW LLC IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7.3 Apps2Grow LLC shall have no liability whatsoever for any regulatory fines, penalties, sanctions, or enforcement actions imposed on the Subscriber by any governmental authority, including but not limited to fines under the TCPA (which may reach $500 to $1,500 per violation), CAN-SPAM Act, or any state telemarketing or consumer protection law, arising from the Subscriber's use of the Services.

8. Indemnification

8.1 Subscriber's Indemnification Obligation. The Subscriber shall defend, indemnify, and hold harmless Apps2Grow LLC and its officers, directors, employees, agents, affiliates, licensors, successors, and assigns from and against any and all claims, demands, lawsuits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to: (a) the Subscriber's use of the REXA Platform or the Services; (b) any Marketing Materials created, approved, or authorized by the Subscriber; (c) any outreach activities conducted through the REXA Platform on the Subscriber's behalf, including any alleged violation of the TCPA, CAN-SPAM Act, TSR, CTIA guidelines, or any other Applicable Law; (d) the Subscriber's failure to obtain required consents from Leads or other contacted individuals; (e) any claim by a Lead or third party arising from communications transmitted through the REXA Platform on the Subscriber's behalf; (f) the Subscriber's breach of any representation, warranty, or obligation under this Agreement; (g) the Subscriber's violation of any Applicable Law; or (h) any regulatory investigation, enforcement action, or proceeding initiated against Apps2Grow LLC arising from the Subscriber's use of the Services.

8.2 Indemnification Procedure. Apps2Grow LLC shall promptly notify the Subscriber of any claim for which indemnification is sought. The Subscriber shall assume control of the defense of such claim at their own expense, provided that Apps2Grow LLC shall have the right to participate in the defense with counsel of its own choosing at its own expense. The Subscriber shall not settle any claim that imposes any obligation, restriction, or liability on Apps2Grow LLC without Apps2Grow LLC's prior written consent.

9. Compliance Responsibility and Regulatory Risk Acknowledgement

9.1 The Subscriber acknowledges and agrees that compliance with all Applicable Laws in connection with the use of the Services is the Subscriber's sole and exclusive responsibility. Apps2Grow LLC does not provide legal advice, and nothing in this Agreement or in any communications from Apps2Grow LLC constitutes legal advice. The Subscriber is strongly encouraged to consult with qualified legal counsel regarding their compliance obligations before using the Services.

9.2 The Subscriber acknowledges that telemarketing, automated calling, SMS marketing, and email marketing are subject to complex and evolving federal and state regulations, and that non-compliance can result in significant financial penalties. The Subscriber expressly assumes all regulatory risk associated with their use of the Services and agrees that Apps2Grow LLC shall bear no responsibility for any regulatory consequences arising from the Subscriber's use of the Platform.

9.3 Apps2Grow LLC does not represent or warrant that the use of the REXA Platform, even if used in accordance with Apps2Grow LLC's documentation and guidelines, will result in compliance with all Applicable Laws in the Subscriber's specific jurisdiction or circumstances.

10. Term and Termination

10.1 This Agreement commences upon the Subscriber's acceptance and continues on a month-to-month basis unless terminated as provided herein.

10.2 The Subscriber may terminate this Agreement by cancelling their subscription through the REXA Platform account settings or by providing written notice to Apps2Grow LLC. Termination shall be effective at the end of the then-current billing period.

10.3 Apps2Grow LLC may terminate or suspend this Agreement and the Subscriber's access to the Services immediately upon written notice if: (a) the Subscriber breaches any provision of this Agreement; (b) Apps2Grow LLC reasonably believes the Subscriber is using the Services in violation of Applicable Law; (c) Apps2Grow LLC receives complaints or regulatory inquiries related to the Subscriber's use of the Services; or (d) Apps2Grow LLC determines, in its sole discretion, that continued provision of Services to the Subscriber poses a legal, regulatory, or reputational risk to Apps2Grow LLC.

10.4 Upon termination, the Subscriber's access to the REXA Platform shall cease immediately. All provisions of this Agreement that by their nature should survive termination shall survive, including Sections 3, 4, 6, 7, 8, 9, 10.4, 11, 12, and 13. If Apps2Grow LLC terminates this Agreement due to the Subscriber's breach or violation of Applicable Law, no refund of any subscription fees shall be due to the Subscriber.

11. Dispute Resolution and Arbitration

11.1 Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement or the Services shall be resolved exclusively by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in the State of Florida, or via video conference if mutually agreed. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

11.2 Class Action Waiver. THE SUBSCRIBER WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST APPS2GROW LLC. ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY.

11.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles.

11.4 Exceptions. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending arbitration.

12. General Provisions

12.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings.

12.2 Apps2Grow LLC reserves the right to modify this Agreement at any time by posting an updated version to the REXA Platform or apps2grow.com. Continued use of the Services after the effective date of any modification constitutes acceptance of the modified Agreement.

12.3 If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

12.4 The Subscriber may not assign this Agreement or any rights hereunder without Apps2Grow LLC's prior written consent. Apps2Grow LLC may assign this Agreement freely, including in connection with a merger, acquisition, or sale of assets.

12.5 All notices under this Agreement shall be in writing and delivered to Apps2Grow LLC at [email protected] or to the Subscriber at the email address provided during enrollment.

13. Subscriber Acknowledgement Summary

By completing the subscription enrollment process, the Subscriber confirms each of the following: