THE PROSPECTOR AGENCY

a trade name of 4176898 Canada Inc.

TERMS AND CONDITIONS

These Terms and Conditions ("Terms") govern the provision of services by 4176898 Canada Inc., operating as The Prospector Agency ("Prospector," "we," "us," or "our"), to any business or individual that engages our services ("Client," "you," or "your"). By signing a proposal, starting a Proof Phase, or otherwise engaging Prospector's services, Client agrees to be bound by these Terms.

1. Description of Services

Prospector provides AI-powered dead lead reactivation and related services to home service contractors and similar businesses. Depending on the engagement selected, Services may include:

● Dead Lead Reactivation ("Back End"): automated SMS and email campaigns designed to re-engage dormant contacts within Client's existing customer

relationship management (CRM) database and convert them into booked appointments.

● Proof Phase: a limited-scope trial engagement, described in Section 3, used to demonstrate the effectiveness of the Back End

service prior to a Client committing to Standard Terms.

● One-Time Flat-Fee Campaign: a fixed-term, non-recurring engagement covering database scrubbing, custom AI workflow build,

and up to thirty (30) days of active nurturing, as an alternative to a recurring monthly engagement.

● Fresh Leads / Advertising Add-On: optional management of paid advertising campaigns (e.g., Meta Ads) to generate new leads, offered as a

supplement to Back End services and billed separately, with Client responsible for all associated ad spend.

The specific scope, deliverables, and fees for any engagement will be set out in a proposal, order form, or written confirmation ("Order") referencing these Terms. In the event of a conflict between an Order and these Terms, the Order governs to the extent of the conflict.

2. Fees and Payment

2.1 Standard Terms Pricing

Following a successful Proof Phase or upon direct engagement, Client may enter into an ongoing monthly service arrangement ("Standard Terms"), billed at a flat monthly rate determined by Client's average deal value, as set out in the applicable Order.

2.2 Deposits

Clients converting from a completed Proof Phase to Standard Terms are not required to pay a deposit and will be billed on a rolling monthly basis, subject to a thirty (30) day notice period for cancellation as described in Section 6. Clients engaging Standard Terms directly, without a preceding Proof Phase, will be required to pay an upfront amount equal to the first and last month's fees prior to commencement of Services.

2.3 One-Time Flat-Fee Campaign

Clients electing the One-Time Flat-Fee Campaign in lieu of Standard Terms will be invoiced the full fixed fee prior to or upon commencement of the thirty (30) day campaign period, as set out in the applicable Order. At the conclusion of the campaign, Prospector will provide a handoff report and may offer Client the option to convert to Standard Terms; no further obligation to convert exists on either party's part.

2.4 Late Payment

Invoices are due upon receipt unless otherwise stated in the Order. Prospector reserves the right to suspend Services for accounts more than fifteen (15) days past due, and to charge interest on overdue amounts at the lesser of 2% per month or the maximum rate permitted by law.

2.5 Taxes

All fees are stated in Canadian dollars (CAD) and are exclusive of applicable taxes (including HST/GST), which will be added to invoices where required by law.

3. Proof Phase

The Proof Phase is a limited trial engagement in which Prospector will process a sample of Client's dormant leads (typically up to approximately 200 contacts) using its Back End reactivation workflow. The specific terms of the Proof Phase (including whether a token fee applies and, if so, whether it is credited toward subsequent fees) will be set out in the applicable Order. The Proof Phase does not obligate Client to proceed to Standard Terms or any other paid engagement, and does not constitute a guarantee of any particular number of leads reactivated, appointments booked, or revenue generated.

4. Client Data and Ownership

Client retains sole ownership of its customer and lead database at all times. Prospector acts solely as Client's authorized processor and agent for the limited purpose of executing the Services, and does not acquire any ownership interest in Client's data by virtue of this engagement.

Client represents and warrants that it has the legal right to share the contact data provided to Prospector, and that its collection and prior use of that data complied with applicable law at the time of collection.

Client is solely responsible for ensuring that any outbound SMS and email communications sent on its behalf comply with Canada's Anti-Spam Legislation (CASL) and any other applicable consent, marketing, or telecommunications laws, including obtaining and documenting any consent required for continued contact with dormant leads. Prospector will configure campaigns to include required identification and unsubscribe/opt-out mechanisms, but compliance with CASL and equivalent laws remains Client's ultimate responsibility as the sender of record.

Upon termination of Services, Prospector will, at Client's request, return or securely delete Client data from its systems within a commercially reasonable period, except as required to be retained by law.

5. Data Security

Prospector's systems are hosted on infrastructure provided by Amazon Web Services (AWS) and delivered via GoHighLevel (GHL). Prospector will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Client data against unauthorized access, use, or disclosure, consistent with applicable Canadian privacy law.

6. Term and Termination

Standard Terms engagements continue on a month-to-month basis until terminated by either party upon thirty (30) days' written notice. The One-Time Flat-Fee Campaign runs for its fixed thirty (30) day term and does not automatically renew.

Prospector may suspend or terminate Services immediately upon written notice if Client fails to pay any amount when due, breaches Section 4 (Client Data and Ownership), or uses the Services for any unlawful purpose.

Upon termination for any reason, Client remains responsible for all fees accrued up to the effective date of termination.

7. No Guarantee of Results

Prospector uses commercially reasonable efforts to deliver the Services described in the applicable Order. However, Prospector does not guarantee any specific number of responses, appointments, bookings, or revenue outcomes, as results depend on factors outside Prospector's control, including the quality and age of Client's underlying data, Client's industry and offer, and market conditions. Any performance figures referenced in marketing materials, proposals, or discussions are illustrative or historical only and do not constitute a warranty.

8. Intellectual Property

All AI workflows, automation templates, scripts, campaign frameworks, and other tools developed or used by Prospector in delivering the Services ("Prospector IP") remain the sole property of Prospector, whether or not developed specifically for Client. Client is granted a non-exclusive, non-transferable license to use any Client-specific configurations of the Prospector IP solely for its own internal business purposes during the term of the engagement. Nothing in these Terms transfers ownership of Prospector IP to Client.

9. Confidentiality

Each party agrees to keep confidential any non-public business, financial, or technical information disclosed by the other party in connection with the Services, and to use such information solely for purposes of the engagement. This obligation survives termination of these Terms for a period of two (2) years.

10. Limitation of Liability

To the maximum extent permitted by law, Prospector's total aggregate liability arising out of or related to the Services shall not exceed the total fees paid by Client to Prospector in the three (3) months preceding the event giving rise to the claim. In no event shall Prospector be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, or business opportunity, even if advised of the possibility of such damages.

11. Indemnification

Client agrees to indemnify and hold harmless Prospector, its officers, and contractors from any claims, damages, or expenses (including reasonable legal fees) arising from Client's breach of these Terms, Client's violation of applicable law (including CASL), or Client's provision of data that Client was not authorized to share.

12. Governing Law

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. The parties attorn to the exclusive jurisdiction of the courts of Ontario for any dispute arising out of these Terms.

13. General Provisions

● Entire Agreement: These Terms, together with any Order, constitute the entire agreement between the parties and supersede all

prior discussions or agreements regarding the subject matter.

● Amendment: Prospector may update these Terms from time to time; material changes will be communicated to active Clients.

● Severability: If any provision of these Terms is found unenforceable, the remaining provisions continue in full force.

● Assignment: Client may not assign this agreement without Prospector's prior written consent.

● Independent Contractors: Nothing in these Terms creates a partnership, joint venture, or employment relationship between the

parties.

● Force Majeure: Neither party is liable for delays or failures caused by events beyond its reasonable control.

14. Contact

Questions about these Terms can be directed to:

The Prospector Agency

Email: [email protected]

Call: 1-438-357-1818

Website: https://theprospectoragency.com