AGREEMENT

THIS AGREEMENT (hereinafter referred to as this or the “Agreement”) is made and entered into effective as of the date when the first membership payment is made by and between TIME 4 WINNING, INC., a California corporation, at 83 Appian Way, Palm Desert, California 92211 (hereinafter referred to as “Company”) on the one hand, and you as a licensed real estate agent hereinafter referred to as “Real Estate Agent”) on the other hand, according to the terms and conditions set forth herein. Company and Real Estate Agent may be referred to individually in this Agreement as Company and/or Real Estate Agent or as a “Party” or collectively as the “Parties.”

RECITALS

WHEREAS, Company is in the business of giveaways and is dedicated to helping real estate agents grow their business through giveaways (hereinafter referred to as this or the “Program”). This Program, is crafted for real estate agents across the United States and aims to expand the Real Estate Agents' databases, enhance client engagement, and boost their real estate businesses in compliance with all applicable federal, state, local and agency laws, rules and regulations;

WHEREAS, Real Estate Agent is a duly qualified and licensed real estate agent.

WHEREAS, Real Estate Agent and Company have agreed that Real Estate Agent will actively promote the Program (as specified hereinafter); and

WHEREAS, the Parties to this Agreement desire to provide a full statement of their respective covenants, agreements and responsibilities in connection with this Agreement.

NOW, THEREFORE, in consideration of the recitals, mutual promises, covenants and

agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

• Agreement:

Real Estate Agent agrees to participate in the Program, commencing on the Effective

Date and ending on November 30, 2025, at 11:59pm EST. Real Estate Agent’s participation in the Program is irrevocable and non-cancelable, with one exception. The exception being if the Real Estate Agent is no longer a licensed Real Estate Agent. The former agent will no longer be able to participate in the Program. The general public participants that signed up through the Real Estate Agent QR code and form will remain in the Company’s database throughout the term of the Program  from December 1, 2024, at 12am. EST to November 30, 2025, at 11:59pm EST. Company agrees to provide Real Estate Agent with a unique QR Code and a dedicated form containing Real Estate Agent’s contact information. When a consumer fills out this form, their information will be sent to both the Real Estate Agent’s Customer Relationship Management (CRM) system and the Company’s CRM system. Real Estate Agent agrees to actively promote the Program, utilize the QR Code and form provided by Company to engage with clients, their database, and the general public. Real Estate Agent further agrees to follow all guidelines and protocols established by Company and Real Estate Agent agrees to post winners in Real Estate Agent’s database, on Company’s Facebook Page, as well as Real Estate Agent’s own social media platforms, and Real Estate Agent agrees to follow the Program official rules, privacy policy and terms of use.

• Notice:

Any and all notices that must be given under the terms of this Agreement and/or as required by law shall be directed as follows:

If to Company:

Time 4 Winning, Inc.

Attn: John Sloan

83 Appian Way

Palm Desert, California 92211

If to Real Estate Agent:

Attn:________________

____________________

____________________ 

Unless otherwise specified in this Agreement, any notice required to be given pursuant to the terms and provisions of this Agreement shall be in writing and sent by first class mail addressed to the Parties identified above in this section. Any such notice shall be deemed to have been given if mailed as provided herein when so delivered. Each Party will provide written notice of a change in address to the other within a reasonable time.

• Termination:

This Agreement may be terminated by Company with or without cause upon thirty (30)

days advance written notice to Real Estate Agent at the address set forth above in this

Agreement. Due to the Program having a specific time frame for its conclusion, this Agreement shall automatically terminate on November 30, 2025, at 11:59pm EST. Early termination by the Real Estate Agent is not permitted under any circumstances except if the Real Estate Agent is no longer a licensed Real Estate Agent and if this occurs Real Estate Agent will no longer be able to participate in the Program.

• Waiver of Costs and Fees:

Each Party shall bear their own costs, attorneys’ fees, all other fees and expenses incurred in connection with this Agreement and any dispute or controversy regarding the terms of this Agreement or the breach thereof.

• Binding Agreement; Authority to Execute; No Reliance:

The terms and the provisions of this Agreement shall be binding upon and inure to

the benefit of the representatives, heirs, executors, administrators, devisees, affiliates, parent companies, sister companies, related companies, subsidiaries, successors, transferees, assigns, and legal representatives of the Parties hereto, as well as their respective officers, directors, partners, principals, agents, and employees. Each Party to this Agreement represents and warrants that the Parties are authorized to execute, deliver, and perform this Agreement; that this Agreement constitutes a legal, valid, and binding obligation; and that this Agreement is enforceable in accordance with its terms. Each Party further represents that they have read and understand this Agreement, the Parties have had the opportunity to confer with and have been fully advised by

their respective counsel regarding the terms of this Agreement, and that they have signed this Agreement without duress, coercion, or undue influence. In making this Agreement, each Party has not relied upon any statement or representation pertaining to this matter made by the other Party, or by any other person or persons, whether representing a Party or not, other than those representations expressly stated herein. Each Party to this Agreement warrants to the other Party that he/she/it has either had the assistance of counsel in negotiating and preparing this Agreement or could have had such assistance and voluntarily declined to obtain such assistance.

• Indemnification:

To the fullest extent permitted by law, Real Estate Agent agrees to indemnify and hold

Company harmless from any and all liability, loss, damage, claim, fine or expense, including costs and reasonable attorneys’ fees, arising from a breach by Real Estate Agent of his/her duties and obligations under this Agreement or caused by the negligent act or omission or intentional acts of Real Estate Agent or any of his/her employees or agents in the performance of this Agreement.

• Governing Law; Exclusive Jurisdiction and Choice of Forum:

This Agreement shall be subject to and governed according to the laws of the State of

California.

• Dispute Resolution:

In the event any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination or invalidity hereof (hereinafter referred to as the “Claim”), the Parties shall first attempt to resolve the Claim amicably. In no event shall any Party commence mediation or arbitration against another Party without first providing to the other Party written notice of the Claim with sufficient detail, including without limitation, reference to the contractual provisions at issue, to allow the other 

Party to evaluate the Claim and negotiate its resolution in good faith to resolve the Claim prior to commencing any Claim in mediation or in arbitration.

• Mediation:

Should the amicable attempts to resolve any dispute as set forth in Section 8 be

unsuccessful, then after a period of thirty (30) days at such attempts, either Party may then deliver to the other a written dispute notice setting forth a brief description of the issue and requesting that the Parties participate in private mediation within the following sixty (60) days. The Parties shall select an independent mediator mutually acceptable to both Parties. The Parties shall split the cost of the mediator’s fee equally in connection with any mediation conducted in accordance with this Section 9 and bear their own attorneys’ fees and costs. If the mediation is successful, the matter will be resolved. If, on the other hand, the mediation is unsuccessful, then the Parties may proceed with binding arbitration.

• Arbitration:

After completion of paragraph 8 and paragraph 9 above, any remaining dispute or

controversy arising under or in connection with this Agreement shall be settled by binding arbitration in Riverside County, California, in accordance with the Commercial rules of JAMS: Mediation, Arbitration and ADR Services (“JAMS”) then in effect. Each Party shall bear their own costs, attorneys’ fees, all other fees and expenses incurred in connection with such Arbitration and his/her/its 1⁄2 share of the arbitrator’s fees and costs.

• Entire Agreement:

This Agreement is the final and entire agreement between the Parties concerning the

subject matter of this Agreement. This Agreement supersedes all prior written and oral

agreements and understandings between the Parties. This Agreement cannot be modified except by a written agreement signed by all of the Parties hereto. None of the Parties are relying upon any other negotiation, discussion, or agreement in connection with the subject matter of this Agreement. This is a fully integrated agreement. This Agreement constitutes a complete and exclusive statement of the terms of this Agreement between the Parties with respect to the subject matter hereof. There are no representations, agreements, arrangements, or understandings, oral or written, between the Parties relating to the subject matter of this Agreement that are not fully set forth herein.

• Headings:

The titles and headings of this Agreement are for convenience and identification only,

and shall not be deemed to limit, amplify, or define the contents of the respective sections or paragraphs to which they pertain.

• Amendments; Waivers:

This Agreement may not be modified, amended or supplemented except by a written

instrument signed by the Parties hereto. In addition, no waiver of any provision of this Agreement shall be binding unless set forth in a writing signed by the Party affecting the waiver. Any waiver shall be limited to the circumstance or event specifically referenced in the written waiver document and shall not be deemed a waiver of any other term of this Agreement or of the same circumstance or event upon any recurrence thereof. The failure to enforce any provision of this Agreement does not constitute a waiver of said provision nor any other provision or any remedies encompassed herein.

• Counterparts:

This Agreement may be executed in multiple counterparts, each of which will be considered an original and all of which together will constitute one agreement. Facsimile signatures or signatures provided by email or DocuSign will be deemed to constitute an original. This Agreement may be delivered to each Party by facsimile or e-mail and such delivery will be effective and binding.

• Severability:

If any provision of this Agreement is found invalid or unenforceable, the remainder of

this Agreement will remain valid and enforceable according to its terms, and the Parties will make their best efforts to replace the invalid or unenforceable provision with a valid and enforceable provision that comes closest to the business purpose of this greement.

• Recitals:

The recitals identified above are incorporated into and are part of this Agreement.

• Assignment:

Neither Party hereto shall have the right, directly or indirectly, to assign, transfer, convey

or encumber any of his/her/its rights, duties or obligations under this Agreement without the prior written consent of the other Party hereto.

• Further Actions:

The Parties agree to make the best effort to cooperate with each other in good faith,

without further consideration, to execute and deliver further documents or instruments and take such other action as be reasonably necessary to carry out and effectuate the purposes of this Agreement.

• Miscellaneous:

No term, covenant, condition, or provision of this Agreement shall be considered to create an employer and employee relationship, a master-servant relationship, or a principal and agent relationship between Company and Real Estate Agent.

• TCPA Law Compliance:

The Parties understand their respective obligations under applicable Telephone Consumer Protection Act (“TCPA”) laws, including without limitation, compliance with all applicable federal, state, local and agency laws, rules and regulations, and agree to not engage in any discussions or actions that could be deemed a violation of TCPA, applicable federal, state, local and agency laws, rules and regulations.

I HAVE READ THIS AGREEMENT AND UNDERSTOOD ITS TERMS. I AM AUTHORIZED AND COMPETENT  TO SIGN ON BEHALF OF THE PARTY INDICATED. I WOULD NOT SIGN THIS AGREEMENT IF I DID NOT UNDERSTAND IT AND AGREE THAT THE PARTY ON WHOSE BEHALF I AM SIGNING IS AND WILL BE BOUND BY ITS TERMS. BY CHECKING THE BOX ON THE SIGN UP/PAYMENT FORM YOU ARE AGREEING TO THE TERMS AND CONDITIONS OF THIS MEMBERSHIP AGREEMENT.