Buyer agreement

WarmedUpp.com Broker Purchase and Referral Agreement

Effective Date: the date the Broker accepts this Agreement online

This WarmedUpp.com Broker Purchase and Referral Agreement (this “Agreement”) is entered into as of the Effective Date by and between Peanut Butter Marketing LLC a Florida LLC, with an address at 433 Plaza Real, Boca Raton FL 33432, which operates WarmedUpp.com (“WarmedUpp”), and the business identified in the Broker’s marketplace account, with the legal name, entity type, state and address recorded in that account at online acceptance (“Broker”). WarmedUpp and Broker may each be a “Party” and together the “Parties.”

1. Purpose and Relationship

1.1 WarmedUpp. WarmedUpp operates a platform through which business owners or authorized representatives who have expressed interest in commercial financing may submit or authorize the collection of contact information, a commercial financing application, bank statements, and related business information (each package, a “Lead Package”). WarmedUpp may make selected Lead Packages available to approved brokers for a fee.

1.2 Purchase; referral only. Subject to this Agreement, Broker may purchase a limited, non-exclusive, non-transferable right to use a Lead Package solely to evaluate and pursue a potential commercial financing transaction for the identified business (“Permitted Purpose”). WarmedUpp does not broker, arrange, underwrite, approve, guarantee, or fund any transaction by virtue of supplying a Lead Package, and no purchase guarantees contact, eligibility, approval, closing, funding, commission, revenue, or exclusivity unless Exhibit A expressly states otherwise.

1.3 Independent contractors. The Parties are independent contractors. Nothing creates an agency, fiduciary, employment, franchise, partnership, joint venture, lender-broker, or exclusive relationship. Broker has no authority to bind WarmedUpp or represent that it acts for WarmedUpp. Broker shall not use WarmedUpp’s name, marks, phone numbers, or identity in merchant communications without prior written approval.

2. Lead Orders, Delivery, and Restrictions

2.1 Orders. Prices, filters, delivery method, allocation, exclusivity (if any), return criteria, and payment terms appear in Exhibit A or an accepted electronic order. If terms conflict, this Agreement controls except that an order may control commercial fields expressly identified in Exhibit A as variable.

2.2 Limited license. Upon cleared payment, WarmedUpp grants Broker a revocable right during the Lead Use Period in Exhibit A to use the Lead Package only for the Permitted Purpose and only through Broker personnel and approved service providers with a need to know and written duties at least as protective as this Agreement.

2.3 Prohibited conduct. Broker shall not:

• sell, rent, trade, sublicense, post, publish, syndicate, transfer, or disclose a Lead Package to another broker, ISO, lender, marketer, list provider, affiliate, or other third party, except to a funding source solely for underwriting the merchant’s requested commercial financing and subject to equivalent confidentiality and security obligations;

• use a Lead Package to market consumer credit, debt relief, insurance, credit repair, unrelated products or services, or any product the merchant did not reasonably request;

• submit or “shop” a merchant to funders without merchant authorization where authorization is required, or make duplicate, misleading, or unauthorized submissions;

• alter an application or bank statement, fabricate information, impersonate a merchant, misstate an offer, promise approval, or engage in deceptive, abusive, coercive, discriminatory, or unfair conduct;

• use information to debit an account, initiate an ACH, obtain consumer reports, conduct hard credit inquiries, or access bank accounts without all legally required, transaction-specific authorization;

• attempt to reverse engineer WarmedUpp sources, scrape the platform, bypass access controls, or compile a competing database from Lead Packages; or

• retain or use information after the Permitted Purpose ends, except for legally required records maintained securely and not used for marketing.

2.4 No implied right to contact. Delivery of a Lead Package is not a representation that every contact method, technology, time, frequency, or campaign is lawful. Broker must make and document its own compliance determination before each communication.

3. Broker Communications and Marketing Compliance

3.1 Sole control. Broker is solely responsible for the content, timing, frequency, routing, technology, caller identification, scripts, disclosures, recordings, and recipients of communications made by or for Broker. Broker is the seller/caller/sender for its outreach and shall identify itself accurately. Broker shall not state or imply that WarmedUpp made, endorsed, or guaranteed an offer.

3.2 Applicable law. Broker shall comply with all applicable federal, state, and local laws, regulations, orders, and industry rules, including the Telephone Consumer Protection Act and implementing FCC rules, the Telemarketing Sales Rule, federal and state do-not-call laws, state “mini-TCPA” laws, CAN-SPAM, laws governing commercial text messages and prerecorded or artificial-voice calls, call-recording and wiretap laws, commercial financing disclosure and broker-registration laws, fair lending and anti-discrimination laws, and all legally effective consent revocations and opt-outs.

3.3 Independent DNC and consent review. Before initiating any call or text, Broker shall determine whether the communication is covered by the National Do Not Call Registry, a state registry, an entity-specific suppression list, or a consent requirement. Broker shall obtain its own registry access where required, use data no older than the legally permitted period, scrub against all applicable lists, maintain written procedures, train personnel, monitor compliance, and retain dated evidence. Broker shall not rely solely on a “business lead,” a business name, or the merchant’s submission to WarmedUpp as proof that a number is exempt, belongs to a business line, or may lawfully receive a particular communication.

3.4 Automated and prerecorded outreach. Broker shall not use an automatic telephone dialing system, artificial or prerecorded voice, ringless voicemail, mass-text platform, or similar regulated technology unless Broker first verifies and preserves legally sufficient consent specifically covering Broker and the proposed communication. If consent is absent, unclear, expired, revoked, limited to another entity, or otherwise insufficient, Broker shall not use that technology.

3.5 Suppression and revocation. Broker shall maintain its own entity-specific suppression list, accept opt-outs through every legally recognized reasonable method, and honor them within the shortest period required by law. Broker shall immediately cease communications when requested and, within one business day, notify WarmedUpp of any opt-out, wrong-party claim, deceased-person notice, identity concern, complaint, demand, regulatory inquiry, or threatened claim relating to a Lead Package so WarmedUpp can suppress or investigate the record. Neither Party shall treat a suppression list as a marketing or “do call” list.

3.6 Contact standards. Broker shall use commercially reasonable contact frequency, call only during lawful hours in the recipient’s local time, use accurate caller ID, provide required identification and opt-out disclosures, and avoid harassment. Broker shall not spoof, rotate numbers to evade blocking, contact personal references or family members, or continue after a clear lack of interest.

3.7 No waiver of law. Allocation of responsibility, disclaimers, releases, and indemnities in this Agreement operate only to the maximum extent allowed by law. Nothing excuses either Party from its own statutory or regulatory duties or liability that cannot lawfully be waived or transferred.

4. WarmedUpp Representations and Limitations

4.1 WarmedUpp represents that, to its knowledge at the time of delivery: (a) it has a lawful basis to possess and disclose each Lead Package for the Permitted Purpose; (b) it has not knowingly fabricated the application or bank statements; and (c) it will provide available source or submission records reasonably needed to investigate a bona fide complaint, subject to privacy and security limitations.

4.2 Except for Section 4.1, Lead Packages are provided “AS IS” and “AS AVAILABLE.” Merchants provide or authorize much of the information. WarmedUpp does not warrant accuracy, authenticity, completeness, currentness, creditworthiness, merchant identity, ownership, phone classification, consent for Broker’s chosen method of outreach, regulatory exemption, lack of prior distribution, or fundability. WarmedUpp is not responsible for merchant misstatements, altered source documents not created by WarmedUpp, disconnected or reassigned numbers, changed circumstances, or Broker’s underwriting or communications.

4.3 WarmedUpp may use fraud screening, quality controls, suppression procedures, and merchant verification, but those measures do not shift Broker’s independent obligations. WarmedUpp may suspend delivery, restrict access, require remediation, or terminate immediately when it reasonably suspects misuse, nonpayment, a security incident, consumer harm, regulatory risk, or breach.

5. Confidentiality, Privacy, and Data Security

5.1 Protected Information. “Protected Information” means every Lead Package and all nonpublic personal, financial, business, account, transaction, credential, tax, ownership, and contact information, plus WarmedUpp pricing, methods, platform information, and merchant/funder relationships. Protected Information excludes information Broker can document was lawfully known without restriction, independently developed without use of Protected Information, or lawfully received from an unrestricted third party.

5.2 Duties. Broker shall: (a) use Protected Information only for the Permitted Purpose; (b) disclose it only as allowed by Section 2.3; (c) apply least-privilege access; (d) use encryption in transit and at rest; (e) require multifactor authentication for systems containing bank statements; (f) maintain endpoint protection, access logs, secure backups, patching, and workforce training; (g) prohibit storage on unmanaged personal devices or unapproved consumer file-sharing accounts; and (h) maintain a written information-security and incident-response program appropriate to the sensitivity of the information and applicable privacy and safeguarding laws.

5.3 Security incident. Broker shall notify WarmedUpp at support@warmedupp.com without undue delay and no later than twenty-four (24) hours after discovering any actual or reasonably suspected unauthorized access, acquisition, use, disclosure, loss, alteration, credential compromise, or material security weakness involving Protected Information (“Security Incident”). Broker shall preserve evidence, contain and remediate the incident, cooperate fully, provide regular updates, and not notify merchants, regulators, media, or other third parties regarding WarmedUpp or the incident without prior coordination unless law requires otherwise. Broker bears legally required notice, remediation, investigation, credit-monitoring, and response costs to the extent caused by Broker or its providers.

5.4 Retention and deletion. Broker shall delete or securely destroy each Lead Package when the earliest occurs: (a) the Lead Use Period expires; (b) Broker decides not to pursue the merchant; (c) WarmedUpp or the merchant validly requests deletion; or (d) this Agreement ends, except records that law requires Broker to retain. Legally retained records must be segregated, access-restricted, used only for compliance or defense, and deleted when the required period ends. Upon request, an officer shall certify deletion in writing.

5.5 Compelled disclosure. If legally permitted, Broker shall promptly notify WarmedUpp of compulsory process seeking Protected Information, disclose only what is legally required, and reasonably assist WarmedUpp in seeking protection.

6. Broker Qualifications and Transaction Conduct

6.1 Broker represents, warrants, and covenants that it and each person acting for it: (a) is duly organized and authorized; (b) holds all licenses, registrations, bonds, filings, and approvals required where it operates or contacts merchants; (c) is not subject to an undisclosed order or restriction material to performance; (d) will conduct lawful, documented underwriting and sales practices; and (e) will not use any unapproved sub-broker or offshore call center.

6.2 Broker is solely responsible for its financing products, funding-source relationships, underwriting, disclosures, contracts, fees, commissions, debits, servicing, collections, renewals, and complaints. Broker shall clearly disclose its identity and role, material transaction terms, and compensation when required. Broker shall not characterize a merchant cash advance as a “loan” if doing so is inaccurate or unlawful, conceal stacking or prior positions, or encourage a merchant to breach another agreement.

6.3 Upon reasonable request, Broker shall provide evidence of licenses, policies, training, DNC procedures, consent records, call/text logs, merchant communications, submissions, offers, funding status, and complaint handling relating to purchased leads. WarmedUpp may audit compliance on reasonable notice, or immediately following a complaint, suspected breach, or regulator request. WarmedUpp’s review does not certify Broker’s compliance or reduce Broker’s duties.

7. Fees, Taxes, Credits, and Payment

7.1 Broker shall pay the prices and fees in Exhibit A. Unless Exhibit A states otherwise, charges are due before delivery, nonrefundable, and exclusive of taxes. Broker is responsible for applicable sales, use, excise, or similar taxes other than taxes on WarmedUpp’s net income.

7.2 Broker must submit any lead-credit request through the return request form in the Broker’s marketplace account (My Leads) within 24 hours after delivery, with objective supporting evidence. Credits are limited to the exclusive criteria in Exhibit A. No credit is due merely because a merchant does not answer, declines, fails underwriting, has existing financing, receives an unwanted offer, chooses another provider, or does not fund.

7.3 Broker shall not initiate a chargeback or payment reversal for a dispute subject to the credit procedure without first giving WarmedUpp written notice and ten (10) business days to cure. Improper chargebacks, late balances, and collection costs may be charged to Broker to the extent permitted by law. WarmedUpp may suspend access while any amount is past due.

7.4 Replacement-lead credit; no monetary refunds. ALL PURCHASES ARE FINAL. If WarmedUpp approves a timely credit request, Broker’s sole and exclusive remedy is a non-cash account credit that may be applied only toward a replacement Lead Package offered by WarmedUpp. An approved credit has no cash value, is non-transferable, may not be redeemed or exchanged for money, and will not be returned, reversed, or refunded to the credit card, debit card, bank account, ACH account, wire source, digital wallet, or other payment method originally used. If the replacement Lead Package costs more than the approved credit, Broker must pay the difference. WarmedUpp does not issue cash refunds, payment-method refunds, or withdrawals of account credits, except to the limited extent expressly required by non-waivable law. The lead-credit procedure and replacement credit described in this Section are Broker’s exclusive remedies for any allegedly defective, duplicate, invalid, incomplete, or nonconforming Lead Package.

8. Merchant Ownership, Non-Circumvention, and Reporting

8.1 A merchant is not property, and nothing restricts a merchant’s freedom to choose a provider. As between the Parties, WarmedUpp retains its platform, source relationships, databases, consent and submission records, and all rights not expressly granted. Broker owns its independently created underwriting analysis and merchant relationship, subject to this Agreement and the merchant’s rights.

8.2 During the Agreement and for twelve (12) months after the last Lead Package delivery, Broker shall not knowingly circumvent WarmedUpp to obtain substantially similar lead packages directly from a source first introduced to Broker solely through WarmedUpp, solicit WarmedUpp employees, or induce a WarmedUpp source to breach its agreement. This does not restrict relationships Broker documents existed independently before disclosure or general solicitations not targeted using Protected Information.

8.3 Within 7 days after request, Broker shall report whether a purchased lead was contacted, submitted, approved, declined, funded, or closed, and the funding date and amount if funded. Reporting does not create a commission unless Exhibit A expressly provides one.

9. Complaints, Investigations, and Cooperation

9.1 Broker shall maintain a documented complaint process and respond promptly and professionally. Broker shall notify WarmedUpp within one business day of any complaint alleging unauthorized contact, DNC/TCPA violation, privacy misuse, document alteration, fraud, discrimination, deceptive conduct, or unauthorized funder submission, and within four hours of any subpoena, civil investigative demand, regulator inquiry, lawsuit, or demand letter relating to WarmedUpp or a Lead Package.

9.2 Broker shall preserve relevant records, suspend disputed outreach when appropriate, and cooperate in good faith. WarmedUpp may communicate directly with the merchant to verify submission, authorization, or complaint facts. Neither Party shall make misleading statements, conceal records, retaliate against a complainant, or admit liability for the other without written authority.

10. Indemnification

10.1 By Broker. Broker shall defend, indemnify, and hold harmless WarmedUpp, its affiliates, sources, and their respective owners, officers, employees, and agents from claims, demands, investigations, proceedings, penalties, damages, judgments, settlements, refunds, chargebacks, reasonable attorneys’ fees, and response costs arising out of or relating to: (a) Broker’s calls, texts, emails, recordings, scripts, offers, submissions, transactions, servicing, or collections; (b) Broker’s violation of law, including DNC, TCPA, privacy, commercial-financing, licensing, and disclosure laws; (c) misuse, resale, disclosure, alteration, or insecure handling of a Lead Package; (d) a Security Incident caused by Broker or its providers; (e) Broker’s breach, negligence, fraud, willful misconduct, or infringement; or (f) any person acting for Broker. This applies regardless of whether WarmedUpp supplied the contact information, except to the extent a final nonappealable decision allocates the loss to WarmedUpp’s breach of Section 4.1, gross negligence, or willful misconduct.

10.2 By WarmedUpp. WarmedUpp shall defend and indemnify Broker from a third-party claim to the extent finally determined to result directly from WarmedUpp’s breach of Section 4.1 or WarmedUpp’s gross negligence or willful misconduct, excluding any loss caused or increased by Broker’s communication method, failure to screen, representations, transaction conduct, security, breach, or violation of law.

10.3 Procedure. The indemnified Party shall promptly notify the indemnifying Party, allow it to control the defense with qualified counsel, and provide reasonable cooperation. Delay excuses obligations only to the extent of material prejudice. No settlement may admit fault, impose nonmonetary duties, or fail to provide a full release of the indemnified Party without that Party’s written consent, not unreasonably withheld.

11. Disclaimers and Limitation of Liability

11.1 EXCEPT FOR EXPRESS WARRANTIES IN THIS AGREEMENT, WARMEDUPP DISCLAIMS ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AUTHENTICITY, AVAILABILITY, RESPONSE RATE, CONVERSION, AND REGULATORY FITNESS.

11.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, REVENUE, DATA, OR OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY. WARMEDUPP’S AGGREGATE LIABILITY ARISING FROM A LEAD PACKAGE OR THIS AGREEMENT SHALL NOT EXCEED THE FEES BROKER PAID WARMEDUPP FOR THE AFFECTED LEAD PACKAGE(S) DURING THE THREE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

11.3 The exclusions and cap do not limit Broker’s payment obligations; either Party’s fraud or willful misconduct; Broker’s misuse or unauthorized disclosure of Protected Information; a Security Incident caused by Broker; infringement; indemnity obligations; or liability that law prohibits limiting. The Parties acknowledge that pricing reflects this allocation of risk.

12. Insurance

During the Term and for two years afterward, Broker shall maintain, with reputable carriers: commercial general liability of at least $1,000,000 per occurrence/$2,000,000 aggregate; technology errors and omissions/cyber/privacy liability of at least $1,000,000; and any workers’ compensation or other insurance required by law. Upon request, Broker shall provide certificates of insurance and name WarmedUpp as an additional insured on CGL coverage where commercially available.

13. Term, Suspension, and Termination

13.1 This Agreement begins on the Effective Date and continues month-to-month unless Exhibit A states a fixed term. Either Party may terminate on thirty (30) days’ written notice. WarmedUpp may immediately suspend or terminate for nonpayment, suspected unlawful outreach, data misuse, a Security Incident, material complaint, reputational risk, insolvency, or material breach. Broker may terminate immediately for WarmedUpp’s uncured material breach after ten (10) business days’ written notice, unless not reasonably curable.

13.2 On termination, Broker shall stop accessing the platform and using Lead Packages, pay accrued amounts, return or destroy Protected Information as required, and preserve only legally required records. Sections concerning restrictions, confidentiality, security, payment, audits, complaints, indemnity, liability, dispute resolution, and general terms survive.

14. Dispute Resolution and Governing Law

14.1 Before filing a claim, an authorized executive of each Party shall attempt in good faith for fifteen (15) days to resolve the dispute after written notice. Either Party may seek immediate injunctive relief for misuse of data, confidentiality, security, intellectual property, or circumvention without completing this process.

14.2 This Agreement is governed by the laws of the State of FLORIDA, without regard to conflict rules. Subject to Section 14.3, the state and federal courts located in Palm Beach, FLORIDA have exclusive jurisdiction, and each Party consents to venue and personal jurisdiction there.

14.4 The prevailing Party in an action to enforce this Agreement is entitled to reasonable attorneys’ fees and costs, to the extent permitted by law.

15. General Terms

15.1 Notices. Legal notices must be in writing and sent by nationally recognized overnight courier and email to the addresses below, effective on confirmed delivery. Operational notices may be delivered through the platform.

15.2 Assignment. Broker may not assign, delegate, or transfer this Agreement or any Lead Package without WarmedUpp’s prior written consent. WarmedUpp may assign this Agreement in connection with a merger, financing, reorganization, or sale of substantially all related assets. Any prohibited transfer is void.

15.3 Entire agreement; amendment. This Agreement, Exhibit A, accepted orders, and referenced policies are the entire agreement and supersede prior discussions on this subject. Any amendment must be in a writing signed by both Parties, except WarmedUpp may update reasonable security or compliance requirements on notice when required by law or to address material risk; if an update materially reduces Broker’s purchased rights, Broker may terminate future purchases.

15.4 Severability; waiver. If a provision is unenforceable, it will be modified to the minimum extent needed and the rest remains effective. Waiver of one breach is not waiver of another. Remedies are cumulative.

15.5 Force majeure. Neither Party is liable for delay caused by events beyond reasonable control, excluding payment, security, confidentiality, legal-compliance, and incident-response obligations.

15.6 Electronic signatures; counterparts. Signatures and acceptance by approved electronic means are effective. Counterparts together form one instrument.

15.7 Interpretation. Headings are for convenience; “including” means “including without limitation”; singular includes plural; and the Agreement is construed fairly, not against either drafter.

SIGNATURES

Peanut Butter Marketing LLC

By: Peanut Butter Marketing LLC, through its marketplace

Date: the Effective Date

Broker:

By: the user identified in the Broker’s marketplace account, accepting online on the Broker’s behalf

Name and Title: as recorded in that account at online acceptance

Date: the date the Broker accepts this Agreement online

NOTICE ADDRESSES (SECTION 15.1)

WarmedUpp: Peanut Butter Marketing LLC, mailing address 11426 NW 81st Pl, Parkland FL 33076, and support@warmedupp.com.

Broker: the postal address and email address recorded in the Broker’s marketplace account.

EXHIBIT A

A.1 Prices and payment. The price of each Lead Package is shown on the marketplace before purchase, and the price shown when Broker confirms a purchase applies. Purchases are paid from Broker’s marketplace wallet balance, which Broker funds in advance.

A.2 Purchase types and exclusivity. A listed lead may be offered as an exclusive purchase at a fixed price, or as shared seats sold to no more than three brokers in total over the lead’s life. An exclusive purchase ends all further sales of that lead. The first sale of either kind closes the exclusive offer. A lead that passes its freshness period without any sale is offered as aged seats at a lower seat price. Only an exclusive purchase is exclusive for purposes of Section 1.2.

A.3 Delivery. A Lead Package is delivered when it becomes available in Broker’s marketplace account after purchase.

A.4 Lead-credit window and criteria (Sections 7.2 and 7.4). A lead-credit request must be submitted through the return request form for that Lead Package in Broker’s marketplace account (My Leads) within 24 hours after delivery. It must select one of the following reasons and include a written explanation and at least one supporting file: (a) the phone number is disconnected or wrong; (b) the business denies asking for financing; (c) the merchant had already obtained the financing requested in the Lead Package before the sale; or (d) the information in the Lead Package is materially inaccurate.

A.5 Credits. WarmedUpp reviews each request and approves or denies it. An approved credit, full or partial, is added to Broker’s marketplace wallet as non-cash credit that may be used toward other Lead Packages offered by WarmedUpp; this is the replacement-lead credit described in Section 7.4. When a credit is approved, Broker’s access to that Lead Package ends and the lead is removed from further sale.

A.6 Lead Use Period and file downloads. The Lead Use Period is ninety (90) days after delivery. Bank statements and other lead files can be downloaded for five (5) days after purchase; that download window is separate from, and does not extend, the Lead Use Period. Access ends earlier if a credit is approved or if the merchant opts out or is suppressed, in which case every broker’s access to that Lead Package ends.

A.7 Variable fields (Section 2.1). The price and the purchase type may vary by lead.

A.8 Term and commission. This Agreement continues month-to-month under Section 13.1; there is no fixed term. No commission is payable by either Party.