ROSS STAYS INC. – BOOKED BUYERS SERVICES AGREEMENT (REALTORS / AGENTS / BROKERAGES)

This Booked Buyers Services Agreement (the “Agreement”) is entered into by and between Ross Stays Inc., an Alberta corporation (“Ross Stays,” “Booked Buyers,” “we,” or “us”), and the subscribing real estate professional, team, or brokerage (“Agent,” “you,” or “your”), effective as of the date of purchase, signature, or electronic acceptance. This Agreement governs participation in the Booked Buyers Program (the “Program”) and incorporates by reference the Ross Stays Inc. Terms of Service and Privacy Policy (together, the “Master Terms”) as published at https://www.rosstays.com/terms-of-service and updated in accordance therewith.

For clarity, this Agreement also applies to any real estate team, brokerage, or corporate entity that subscribes to or authorizes participation in the Program through its representatives, and such entities are jointly and severally bound by these terms. In the event of any conflict between this Agreement and the Master Terms, this Agreement will control solely with respect to the Program; otherwise, the Master Terms govern.

Definitions
“Services” means the managed marketing infrastructure and support provided under the Program, including campaign strategy, creative production, advertising setup and management, automation configuration, AI Caller integration, lead generation, reporting, optimization, and related deliverables.

“Platform” means Ross Stays’ proprietary software, automations, tracking systems, and marketing infrastructure made available under the Program.
“Qualified Lead” means a unique consumer inquiry generated from Ross Stays-managed campaigns that includes valid contact information and a clear intent to buy, sell, or invest in real estate.
“Agent” means the subscribing real estate professional, team, brokerage, or any authorized representative engaging with the Program.
“Agreement Documents” collectively refers to this Agreement, the Master Terms, and any order form, invoice, or online checkout accepted by the Agent.

Program and Service Structure
The Program combines technology licensing and managed marketing services. Ross Stays acts solely as an independent contractor and platform provider, not as an employee, partner, brokerage, fiduciary, or agent of the Agent.

Term; Fees; Non-Refundability
(a) Term. Engagements may be month-to-month or for fixed terms of three (3), six (6), or twelve (12) months, as specified at checkout or in an order form.
(b) Fees. Fees are due in advance. All fees under this Agreement are non-cancellable, non-creditable, and strictly non-refundable once charged, to the maximum extent permitted by law. Fees are deemed earned upon receipt due to immediate allocation of resources, access to proprietary systems, and commencement of Services. No refunds or offsets shall be issued for dissatisfaction, perceived lack of results, or early termination.

(c) Payment Disputes and Chargebacks. By submitting payment, the Agent irrevocably authorizes Ross Stays Inc. to collect and retain all fees and waives any right to initiate or authorize a chargeback, reversal, clawback, or dispute through any payment processor once Services have commenced or access has been provided. Any chargeback or reversal constitutes a material breach. Ross Stays Inc. may present this Agreement as proof of authorization and recover all associated fees, penalties, costs, collection expenses, and reasonable legal fees. Removal or disabling of payment methods does not suspend or cancel obligations; all amounts remain due and payable.

Currency and Taxes
Amounts are in United States Dollars (USD) unless otherwise stated. Canadian clients may be billed in Canadian Dollars (CAD) using the prevailing Stripe exchange rate at the time of transaction. Canadian invoices include applicable GST/HST/QST as required by law.

Renewal and Termination
Month-to-month subscriptions renew automatically unless written cancellation is received at least twenty-four (24) hours prior to the next billing cycle. Fixed-term engagements are non-cancellable except with Ross Stays’ written consent; early termination immediately accelerates all unpaid installments. Ross Stays Inc. may suspend or terminate Services for non-payment, reputational risk, or breach. All paid fees remain earned.

Agent Access and Compliance Requirements
The Agent must maintain throughout the term the prerequisites set out in Schedule A (Platform Access Requirements), including but not limited to an active Facebook Page, verified Meta Business Manager, valid chargeable card on file, timely provision of credentials, and minimum brand-presence standards. If any prerequisite or compliance item lapses, Ross Stays’ obligations automatically pause until remediation. Such periods are “Lag Days,” which extend deadlines and void any performance guarantee. Ten (10) or more consecutive Lag Days may result in termination without refund.

Services; Optimization; Reporting
Ross Stays will provide the Services described in Section 1 and the optimization and reporting cadence set out in Schedule B (Optimization and Reporting Framework). Timelines are commercially reasonable estimates only and not guaranteed deadlines. Performance is contingent on Agent responsiveness, maintained ad spend, and platform stability.

Lead Delivery; Performance; Credits

Performance-Based Engagements
For revenue-share models, the Agent shall pay a Success Fee equal to the agreed percentage of gross commission income from transactions directly attributable to Booked Buyers leads tracked within the Platform or CRM. “Gross commission income” includes all revenue, referral fees, or related payments received by the Agent, the Agent’s brokerage, or any affiliated entity arising from a Booked Buyers lead. The Success Fee is earned upon the Agent’s commission receipt and payable within five (5) business days. A deposit of USD $500 is credited toward the first Success Fee. If no transaction enters escrow within forty-five (45) days of launch, Ross Stays may suspend or terminate without further obligation; all fees and deposits remain earned. Service credits do not apply to performance-based models. For clarity, Ross Stays Inc. fulfills its Service obligations once Qualified Leads have been generated and processed through its automated qualification and appointment-booking systems, regardless of whether the Agent or prospective client subsequently attends, cancels, or reschedules any appointment. The Agent is solely responsible for managing communication, follow-up, and conversion after the appointment is confirmed 

Funding and Reimbursement
If Ross Stays advances advertising spend, software costs, or third-party expenses on the Agent’s behalf, the Agent shall reimburse the total advanced amount plus a ten percent (10%) administrative surcharge. Ross Stays may pause activity until reimbursement is complete.

Intellectual Property; Confidentiality; Non-Solicitation
All systems, workflows, automations, creatives, scripts, data structures, training materials, AI Caller configurations, and know-how developed by or for Ross Stays are and shall remain Ross Stays Inc.’s exclusive intellectual property. The Agent receives a limited, revocable, non-transferable license to use such materials solely within the Program during the term. Unauthorized reproduction, distribution, reverse engineering, sublicensing, or use outside the Program is prohibited. The Agent shall not solicit, employ, or engage any Ross Stays employee, contractor, or vendor during the term and for twelve (12) months thereafter. Breach entitles Ross Stays Inc. to injunctive relief and recovery of all enforcement costs, including reasonable legal fees.

Brand Use and Publicity
The Agent shall not use the Ross Stays, Booked Buyers, Braydon Ross, or MrAirbnb names, logos, marks, or likenesses in any advertising, publicity, or representation without prior written authorization. Ross Stays may reference anonymized performance data and testimonials in marketing and case studies unless consent is withdrawn in writing.

Force Majeure and Platform Dependency
Ross Stays Inc. is not liable for delay or non-performance due to causes beyond its reasonable control, including platform outages, API restrictions, ad-account suspensions, policy changes, government actions, or acts of God.

No Guarantee of Results
Ross Stays Inc. provides managed access to a marketing platform and related Services but does not guarantee specific outcomes. Results depend on market conditions, ad spend, creative compliance, and Agent responsiveness. All commercial risk remains solely with the Agent.

Limitation of Liability
To the maximum extent permitted by law, Ross Stays’ total aggregate liability for any claim under or relating to this Agreement shall not exceed USD $500 (or CAD equivalent). In no event shall Ross Stays Inc. be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, goodwill, or opportunity, even if advised of the possibility of such damages.

Indemnification
The Agent shall indemnify, defend, and hold harmless Ross Stays Inc., its affiliates, officers, directors, employees, and contractors from and against all claims, liabilities, losses, damages, costs, and expenses (including reasonable legal fees) arising from (a) the Agent’s actions or representations; (b) breach of this Agreement; (c) violation of law, regulation, or third-party rights; or (d) misuse of the Services, Platform, data, or intellectual property.

Non-Disparagement
The Agent shall not make, publish, or communicate statements, whether public or private, that could reasonably be expected to disparage or harm Ross Stays Inc., its affiliates, or personnel. This obligation survives termination.

Governing Law and Dispute Resolution
This Agreement shall be governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. Any dispute arising out of or relating to this Agreement shall be finally resolved by binding arbitration in Calgary, Alberta, administered by the ADR Institute of Canada (ADRIC) under its Arbitration Rules. The language of the arbitration shall be English. Either party may seek temporary or injunctive relief in the courts of Alberta to protect intellectual property, confidential information, brand, or platform integrity. As a condition precedent to arbitration, the initiating party shall provide ten (10) days’ written notice of the dispute and a reasonable opportunity to cure.

Entire Agreement; Amendments; Precedence
This Agreement, together with the Master Terms and any applicable order form or checkout, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications regarding the Program. Ross Stays Inc. may update the Master Terms and this Agreement with notice; continued participation constitutes acceptance. In case of conflict between this Agreement (including its Schedules) and the Master Terms regarding refunds, governing law, arbitration, Program eligibility, Platform Access Requirements, Service Credits, or Success Fees, this Agreement controls.

Electronic Acceptance
By clicking “I Agree,” executing an order form, or submitting payment, the Agent (i) agrees to be bound by this Agreement, (ii) acknowledges and incorporates the Master Terms and Privacy Policy, and (iii) consents to electronic communications and signatures. If the Agent does not agree, the Agent shall not enroll. 

Ross Stays Inc.
500 – 4 Street SW, Suite 2500, Calgary, Alberta T2P 0S1, Canada
[email protected] • +1 (825) 901-4844 • www.rosstays.com

Schedule A – Platform Access Requirements
Active Facebook Page and verified Meta Business Manager in good standing.
Valid, chargeable credit card connected to the ad account.
Brand-presence readiness: minimum three (3) public social posts in the last sixty (60) days on the Agent’s primary business profile.
Provision and maintenance of credentials and approvals: domains, DNS, pixels, tags, CRMs, calendars, forms, landing pages, and tracking.
Compliance with Meta Ads Policy and applicable laws, including CREA, RECA, CASL, TCPA, and MLS.
Timely responsiveness to implementation requests and lead follow-up. Pauses or deficiencies constitute Lag Days. Lag Days pause Ross Stays’ obligations and void performance guarantees. Ten (10) or more consecutive Lag Days may result in termination without refund.

Schedule B – Optimization and Reporting Framework
Daily (Automated): Monitoring of ad spend pacing, rejections or disapprovals, tracking integrity, and major anomalies, with alerts for manual review.
Weekly (Human): Strategist review and optimization of creatives, audiences, copy, placements, and budget allocation, with a concise weekly performance summary.
Monthly (Live): One strategic review call to present KPIs, discuss creative refreshes, and plan next-month priorities.

Schedule C – Service Credits (Fixed-Fee Model)

Threshold: Ten (10) Qualified Leads per thirty (30) days, excluding Lag Days.
Credit: USD $100 per missing Qualified Lead below the threshold, capped at the monthly management fee (typically USD $500).

Form: Credits are non-cash, non-transferable, and apply only to future invoices; unused credits expire after sixty (60) days.

Exclusions: Credits do not apply to performance-based (revenue-share) models.