First Choice Professional License Terms and Conditions

These Professional License Terms and Conditions (“Agreement”) govern your participation in the First Choice Professional License Program as a Licensed Professional. By enrolling, purchasing, renewing, accessing, or participating in the Program, you agree to be bound by this Agreement.

This Agreement is between you and First Choice Developments LLC and/or its affiliated brand operating the Program (“First Choice,” “we,” “our,” or “us”).

If you do not agree to these terms, please do not enroll in, access, or participate in the Program.

1. Purpose of the Program

The Professional License Program is a paid independent sales and marketing program that allows approved individuals to participate as Licensed Professionals authorized to promote approved First Choice products and services, subject to this Agreement and any related policies, pricing, program materials, or written instructions issued by First Choice.

Participation is solely as an independent Licensed Professional.

This Program is not employment, and it does not create a partnership, franchise, joint venture, agency relationship, or ownership interest in First Choice.

2. Definitions

For purposes of this Agreement:

“Licensed Professional” means the approved individual who enrolls in the Program and is granted a limited right to participate under this Agreement.

“Professional License” means the annual, revocable, non-exclusive, non-transferable license granted by First Choice to participate in the Program.

“Pro Tools” means the monthly subscription offered by First Choice that includes access to certain tools, systems, software, and lead benefits, including First Choice CRM, as designated by First Choice.

“First Choice CRM” means the customer relationship management platform and related features, tools, automations, and systems made available through Pro Tools.

“Included Leads” means the one hundred (100) exclusive leads per month included with an active Pro Tools subscription, subject to the lead terms in this Agreement.

“Unused Leads” means included or purchased leads that have not yet been used by the Licensed Professional.

“Qualifying Setup Fees” means collected setup fees actually received by First Choice for approved and properly attributed sales, excluding taxes, refunds, reversals, credits, chargebacks, failed payments, and bad debt.

“Qualifying Monthly Recurring Revenue” means collected recurring monthly service revenue actually received by First Choice for approved and properly attributed sales, excluding taxes, refunds, reversals, credits, chargebacks, failed payments, discounts, credits, and bad debt.

“Cooling-Off Period” means the ten (10) day period following a client’s purchase, during which commissions are not yet payable.

“Good Standing” means your status when your Professional License is active, all required fees are current, all mandatory training requirements have been completed and maintained, you are complying with this Agreement and applicable policies, and you are not under suspension, investigation, or in violation of Program rules.

3. Grant of Professional License

Subject to your compliance with this Agreement, First Choice grants you a limited, revocable, non-exclusive, non-transferable license to participate in the Program as a Licensed Professional.

This license permits you, only while active and in Good Standing, to:

• promote and market approved First Choice products and services;

• use approved sales and marketing materials provided or approved by First Choice;

• participate in approved training, onboarding, and support resources;

• identify yourself, where permitted, as a First Choice Licensed Professional; and

• access Program tools or systems you have purchased or been granted access to, subject to applicable subscription terms.

This license does not grant you any ownership interest in First Choice, its customers, its systems, its intellectual property, or its business operations.

4. Eligibility and Account Requirements

To participate in the Program, you must:

• be at least eighteen (18) years old;

• provide accurate, complete, and current personal, business, tax, and contact information;

• maintain only one account unless expressly approved in writing by First Choice;

• use the account personally and not share your account with others;

• maintain the confidentiality of your login credentials and account access;

• comply with all applicable local, state, provincial, federal, and international laws and regulations;

• comply with all Program rules, policies, branding standards, compensation rules, and platform requirements.

Automated enrollments, false identities, bots, scripts, impersonation, or misleading registration practices are prohibited.

You are responsible for all activity conducted through your account.

5. Mandatory Training and License Activation

Completion of mandatory training is a condition of obtaining and maintaining the Professional License.

Purchase, enrollment, or payment alone does not guarantee activation of Professional License rights. A Professional License will not be considered fully activated until the applicant has completed all mandatory training courses, onboarding steps, certifications, acknowledgements, and related requirements designated by First Choice from time to time.

Until such requirements are completed, First Choice may limit or withhold, in its sole discretion:

activation of the Professional License;

• authorization to promote or sell First Choice products or services;

• access to sales materials, systems, training, or support resources;

• access to Pro Tools or First Choice CRM, where applicable;

• eligibility for commissions;

• access to other Program benefits.

First Choice may require completion of mandatory training before:

• initial license activation;

• access to specific tools, products, or systems;

• eligibility to promote specific offers;

• commissions become payable;

• renewal or continued participation in the Program.

Failure to complete required training within the timeframe established by First Choice may result in delayed activation, restricted access, suspension, non-renewal, loss of Good Standing, or termination of the Professional License or related Program access.

First Choice may update, replace, expand, reassign, or require additional mandatory training at any time, and Licensed Professionals are responsible for completing all required training by the deadlines communicated by First Choice.

6. Professional License Fee, Auto-Renewal, and Refund Policy

The Professional License fee is $99 per year, unless First Choice updates pricing in accordance with this Agreement.

The Professional License term is twelve (12) months and begins on the date the Professional License is activated by First Choice, not the date of purchase, unless First Choice states otherwise in writing.

If activation is delayed because the applicant has not completed mandatory training or other onboarding requirements, the license term will begin only when First Choice confirms activation.

The annual license fee is charged at the time of purchase. However, purchase alone does not create an active Professional License or begin the license term.

If the applicant does not complete all mandatory training and activation requirements within ninety (90) days of purchase, First Choice may cancel the pending enrollment, require re-enrollment, or apply additional activation conditions, without refund except where required by law.

Your Professional License will automatically renew annually unless cancelled in accordance with First Choice procedures before the renewal date.

By enrolling, you authorize First Choice to charge the annual license fee to your payment method on file at initial purchase and on each renewal date unless cancelled.

All Professional License fees are non-refundable, including partial-year use, non-use, delayed activation due to incomplete training, suspension, or termination, except where required by law.

If your annual license fee is not successfully paid when due, First Choice may suspend or terminate your license, access, commission eligibility, or Program participation without further notice.

7. Pro Tools Subscription and First Choice CRM Access

Pro Tools is priced at $49 per month, unless First Choice updates pricing in accordance with this Agreement.

If you subscribe to Pro Tools, you authorize First Choice to charge the monthly subscription fee to your payment method on file until canceled or terminated.

All Pro Tools fees are non-refundable, including partial months, non-use, delayed access due to incomplete training, suspension, or termination, except where required by law.

Pro Tools may include access to First Choice CRM and related tools, systems, automations, templates, workflows, software features, and one hundred (100) exclusive leads per month, as designated by First Choice.

Access to First Choice CRM is limited to one (1) named user seat, unless otherwise expressly approved by First Choice in writing. You may not:

• share login credentials;

• permit another person to use your seat;

• resell, sublicense, lease, or redistribute access;

• duplicate or copy system configurations except as permitted;

• use the system in a manner that violates law, policy, security, or this Agreement.

First Choice may modify, add, remove, suspend, or discontinue any Pro Tools, First Choice CRM, or lead-related feature at any time.

Failure to pay Pro Tools fees when due may result in suspension or termination of access to First Choice CRM, included leads, and related systems.

Access to First Choice CRM, Pro Tools, and included leads may also be suspended or terminated for misuse, security concerns, suspected fraud, noncompliance, failure to complete required training, or reputational harm to First Choice.

7A. Lead Terms

While your Pro Tools subscription remains active, paid, and in Good Standing, you will receive one hundred (100) exclusive leads per month.

These leads are distributed by First Choice on a random basis and are selected from business categories known by First Choice to be a strong fit for its services and where First Choice has had prior success. Lead distribution may also include locations selected by First Choice in its discretion.

First Choice will attempt to provide the name of the business contact when reasonably available, but does not guarantee that a contact name will be available for every lead.

Any included or purchased leads not used during a given month will roll over and remain available while your Professional License and Pro Tools subscription remain active and you remain in Good Standing.

If your Professional License ends, expires, is cancelled, is suspended, is terminated, or becomes inactive, or if your Pro Tools subscription ends, expires, is cancelled, lapses, is suspended, is terminated, or becomes inactive for any reason, any unused included or purchased leads will expire immediately and will no longer be available to you.

You may purchase additional exclusive leads, subject to availability, at the following rates:

• 100 additional leads for $50

• 500 additional leads for $225

• 1,000 additional leads for $400

First Choice may require prepayment for additional lead purchases and may update add-on lead pricing upon notice.

First Choice controls the method, timing, format, business-category selection, and location selection for included and purchased leads.

First Choice does not guarantee that any included or purchased lead will result in an appointment, sale, client, commission, revenue, or any minimum level of business activity.

8. Tracking, Attribution, and Sales Credit

First Choice may use one or more methods to determine whether a sale is attributable to a Licensed Professional, including:

• tracking links;

• referral codes;

• CRM attribution;

• lead records;

• submitted forms;

• internal sales records;

• documented communications;

• other commercially reasonable verification methods.

Tracking links and related promotional links must be used in the format provided or approved by First Choice. We are not responsible for lost, disputed, or reduced commissions resulting from altered, broken, misused, or unapproved links, codes, redirects, or tracking practices.

Where attribution is disputed, incomplete, conflicting, or unclear, First Choice will determine credit in its sole reasonable discretion based on available records. First Choice’s determination of attribution and commission eligibility will be final.

9. Compensation and Commission Eligibility

Subject to this Agreement, First Choice will pay the Licensed Professional:

• 35% of Qualifying Setup Fees, and

• 15% of Qualifying Monthly Recurring Revenue

for approved, properly attributed sales.

Commissions are earned and payable only when all of the following conditions are met:

• the client payment has been successfully collected by First Choice;

• the applicable ten (10) day Cooling-Off Period has passed;

• the sale has not been refunded, reversed, disputed, charged back, or cancelled;

• the sale is properly attributed and approved by First Choice;

• your Professional License is active;

• you have completed all mandatory training required for activation and commission eligibility;

• you are in Good Standing at the time the commission becomes payable.

Commissions are not paid on:

• taxes;

• shipping;

• credits;

• discounts, unless expressly approved otherwise by First Choice;

• refunded amounts;

• chargebacks;

• failed or declined payments;

• bad debt;

• fraudulent, deceptive, or self-generated transactions;

• your own purchases, your own license fees, your own subscriptions, or transactions made primarily for self-benefit.

First Choice reserves the right to withhold, deny, reverse, offset, or recover commissions arising from error, fraud, refunds, chargebacks, customer disputes, nonpayment, policy violations, misattribution, or other improper activity.

10. Payment of Commissions

Commissions are paid only on approved amounts that meet all conditions under this Agreement.

Unless otherwise stated by First Choice:

• commission payouts are made on the 1st and 15th of each month;

• the minimum payout threshold is $100;

• approved commissions below the threshold will roll forward until the threshold is met;

• payments are made by PayPal or another approved payment method selected by First Choice.

You are responsible for providing and maintaining accurate payout information. First Choice is not responsible for delayed or failed payments caused by inaccurate payout details.

11. Active License, Good Standing, and Ongoing Eligibility

To remain eligible for Program participation and commission payments, you must maintain an active Professional License and remain in Good Standing.

Good Standing requires, at minimum, that:

• your Professional License is current and paid;

• any required Program or tool fees are current and paid;

• you have completed and maintained all mandatory training, certifications, course progress, acknowledgements, and other educational requirements designated by First Choice;

• you comply with this Agreement and related policies;

• you do not engage in deceptive, unlawful, abusive, or misleading conduct;

• you do not misuse First Choice CRM, training, systems, materials, branding, or client information;

• you cooperate with reasonable Program requirements and administrative requests.

If your Professional License expires, is suspended, or is terminated, your eligibility for future commissions ends immediately. This includes ongoing monthly recurring commissions that would otherwise have been payable after the date your license is no longer active.

No residual or recurring commission rights survive the expiration, suspension, or termination of your Professional License unless First Choice expressly agrees otherwise in writing.

12. Reasonable Activity Expectations

Licensed Professionals are expected to remain reasonably active in promoting approved First Choice products and services, participating in the Program in a professional manner, and using Program resources appropriately.

First Choice may review inactivity, lack of engagement, non-responsiveness, failure to follow up on leads, failure to use Program systems appropriately, or other signs of non-participation when evaluating continued eligibility for the Program.

If First Choice determines that a Licensed Professional has become prolongedly inactive or is no longer participating at a reasonable level, First Choice may issue a written notice requiring the Licensed Professional to resume reasonable activity and cure the inactivity within fourteen (14) days of the notice date.

If the Licensed Professional fails to resume reasonable activity within that 14-day cure period, First Choice may, in its discretion, place the account under review, suspend access, restrict Program benefits, suspend commission eligibility, reclassify the account, or terminate participation in the Program.

Nothing in this section limits First Choice’s right to suspend or terminate immediately for nonpayment, misconduct, policy violations, fraud, unlawful activity, misuse of systems, or other material breaches of this Agreement.

13. Sales and Marketing Standards

You agree to promote First Choice honestly, lawfully, and professionally.

You may not:

• make false, exaggerated, unapproved, or misleading statements;

• misrepresent pricing, services, guarantees, terms, timelines, or expected results;

• use deceptive urgency, pressure tactics, or misleading claims;

• imply results or income are guaranteed;

• use spam, unlawful cold outreach, robocalls, or prohibited solicitation methods;

• advertise in violation of platform rules or law;

• create false reviews, testimonials, endorsements, or case studies;

• collect payment from customers on behalf of First Choice unless expressly authorized in writing;

• offer unauthorized discounts, side deals, custom guarantees, or unapproved service terms.

You are solely responsible for your own marketing conduct, lead generation methods, and compliance with all legal and platform requirements.

14. Branding, Representation, and Public Communications

While active and in Good Standing, you may identify yourself as a First Choice Licensed Professional or as a participant in the First Choice Professional License Program, subject to any branding rules issued by First Choice.

You may not state or imply that you are:

• an employee of First Choice;

• a corporate officer, partner, or manager of First Choice;

• a legal representative authorized to bind First Choice;

• a franchisee, unless separately authorized in writing;

• the owner of First Choice or any affiliated brand.

You may use only those logos, descriptions, materials, talking points, and branding elements that are provided or approved by First Choice.

Press releases, public statements, advertisements, webpages, social profiles, videos, webinars, and other materials that reference First Choice must be accurate and must not create confusion about your status or authority.

15. Training, Support, and Program Materials

First Choice may make available training, onboarding materials, sales guides, scripts, templates, webinars, support resources, or related materials.

Such materials are provided for licensed use only. First Choice does not guarantee that you will complete training, achieve a particular result, close any sale, or earn any particular amount.

Access to training and support resources may be changed, limited, updated, or discontinued at any time.

16. Customer Relationship and Company Control

All customers acquired through the Program are customers of First Choice, not of the Licensed Professional.

First Choice retains sole authority over:

• pricing;

• product eligibility;

• proposals;

• service scope;

• fulfillment;

• support;

• billing;

• collections;

• refunds;

• cancellations;

• account status;

• service changes;

• policy interpretation.

You acquire no ownership interest in any customer account, contract, payment stream, or client relationship by participating in the Program.

You may not independently alter pricing, contractual terms, service commitments, guarantees, billing terms, or support obligations without prior written approval from First Choice.

17. Confidentiality

During your participation in the Program, you may receive confidential or proprietary information, including but not limited to:

• pricing strategies;

• internal processes;

• training materials;

• sales scripts;

• templates;

• workflows;

• CRM configurations;

• software setups;

• client information;

• business methods;

• program policies;

• non-public product information.

You agree to keep all such information confidential and not disclose, copy, distribute, publish, or use it except as necessary for authorized participation in the Program.

You acknowledge that any actual or threatened breach of this Section may cause irreparable harm to First Choice for which monetary damages may be an inadequate remedy. Accordingly, First Choice may seek injunctive relief, equitable relief, or other remedies in any court of competent jurisdiction, in addition to any other rights or remedies available at law or in equity.

This obligation survives the expiration, suspension, cancellation, or termination of this Agreement.

18. Intellectual Property

All Program materials, trademarks, service marks, brand assets, logos, copy, templates, videos, systems, processes, CRM configurations, websites, documents, training content, and other intellectual property are owned by First Choice or its licensors.

This Agreement grants you a limited right to use certain materials solely as expressly permitted under this Agreement. No ownership rights are transferred to you.

Upon suspension, expiration, cancellation, or termination, your right to use First Choice intellectual property immediately ends, and you must stop all use of such materials.

19. Compliance with Laws and Platform Rules

You must comply with all applicable laws, regulations, rules, and industry standards, including those related to:

advertising;

• privacy;

• anti-spam;

• telemarketing;

• consumer protection;

• disclosures;

• endorsements;

• data handling;

• email and SMS communications.

You must also comply with the rules and terms of any platform or service you use in connection with promotion of First Choice, including social media, advertising, email, messaging, webinar, and video platforms.

Any unlawful, abusive, deceptive, or noncompliant conduct may result in immediate suspension or termination.

20. Taxes

You are solely responsible for your own taxes, reporting obligations, permits, licenses, filings, withholdings, and business compliance obligations arising from your participation in the Program and any commissions you receive.

First Choice may request tax forms, identity verification, or payment documentation before issuing payouts.

21. Suspension and Termination

First Choice may suspend or terminate your account, license, commissions, tools access, or Program participation at any time, with or without notice, if we determine that:

• you violated this Agreement or any Program policy;

• you failed to pay any required fee;

• you failed to complete mandatory training requirements;

• you engaged in misleading, unlawful, or unethical conduct;

• you misused First Choice CRM or other tools;

• you created security, legal, operational, or reputational risk;

• your account is inactive or no longer suitable for participation, including where you remain inactive after receiving a 14-day notice to resume reasonable activity under Section 12;

• continued participation is not in the best interest of First Choice.

You may cancel your participation at any time, but cancellation does not entitle you to any refund of fees already paid.

22. Effect of Expiration, Cancellation, Suspension, or Termination

Upon expiration, cancellation, suspension, or termination:

• your Professional License ends immediately or on the effective date determined by First Choice;

• your right to identify yourself as a First Choice Licensed Professional ends;

• your right to use First Choice branding, materials, and intellectual property ends;

• access to Pro Tools, First Choice CRM, and included leads may be suspended or terminated;

• future commission eligibility ends immediately unless First Choice states otherwise in writing;

• you must stop using promotional links, sales materials, and Program assets;

• all unused included and purchased leads expire immediately if your Professional License or Pro Tools subscription is no longer active.

Approved commissions already earned before the effective date may be paid if all conditions of this Agreement were satisfied and no fraud, refund, chargeback, violation, or other disqualifying event applies.

For clarity, “earned” commissions under this Section refer only to commission amounts that became payable in accordance with this Agreement on or before the effective date of expiration, cancellation, suspension, or termination, and do not create any right to future or continuing recurring commissions after that date unless First Choice expressly agrees otherwise in writing.

First Choice may withhold payment pending review.

23. Independent Contractor Relationship

You are an independent contractor and not an employee, partner, franchisee, joint venturer, agent, fiduciary, or legal representative of First Choice.

You have no authority to bind First Choice, enter into agreements on behalf of First Choice, incur obligations for First Choice, or make promises on behalf of First Choice unless First Choice expressly authorizes you in writing.

24. Disclaimers

The Program, Pro Tools, First Choice CRM, training, materials, leads, and related resources are provided on an “as is” and “as available” basis, to the fullest extent permitted by law.

First Choice does not guarantee:

• uninterrupted access;

• error-free operation;

• specific features or feature availability;

• any level of sales, leads, conversions, commissions, or income;

• any particular business result.

25. Limitation of Liability

To the fullest extent permitted by law, First Choice will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost business opportunities, lost data, or business interruption, arising from or related to the Program, this Agreement, or your participation.

To the fullest extent permitted by law, First Choice’s total liability arising under this Agreement will not exceed the total commissions actually paid to you under this Agreement during the six (6) months preceding the event giving rise to the claim.

26. Arbitration

Any dispute, claim, or controversy arising out of or relating to this Agreement or the Program shall be resolved by binding arbitration administered by the American Arbitration Association, except that First Choice may seek injunctive or equitable relief in court for misuse of intellectual property, confidential information, branding, or other rights requiring immediate protection.

Each party will bear its own legal fees unless the arbitrator or applicable law provides otherwise.

27. Changes to the Agreement or Program

First Choice may update this Agreement, Program policies, pricing, compensation structures, tools, features, materials, training requirements, or Program requirements at any time.

Updated terms may be posted online, delivered by email, displayed in your account, or otherwise communicated by First Choice.

Your continued participation in the Program after such changes become effective constitutes acceptance of the updated terms.

28. Miscellaneous

This Agreement is governed by the laws of the applicable jurisdiction selected by First Choice, without regard to conflict of law principles.

You may not assign, transfer, delegate, or sublicense this Agreement, your account, your license, or your rights under the Program without prior written consent from First Choice.

If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect.

Failure by First Choice to enforce any provision of this Agreement shall not constitute a waiver of any right.

This Agreement, together with any incorporated policies, pricing terms, training requirements, and written Program rules, constitutes the entire agreement between you and First Choice regarding the Program and supersedes prior or contemporaneous understandings relating to the Professional License Program.

29. Electronic Acceptance

You agree that checking a box, clicking to accept, purchasing, renewing, enrolling, completing onboarding, or otherwise participating electronically constitutes your legal acceptance of this Agreement.