These ENA Participation Rules (“Participation Rules”) supplement and form part of the Terms of Use (“Terms”). By accessing or using the Services in connection with any Listed Property, creating or maintaining a Listed Property, submitting or revising any offer, uploading Buyer qualification materials, participating in the Confirmation and Final Offer Period, or otherwise participating in the ENA offer process, you agree to these Participation Rules. If there is a conflict between these Participation Rules and the Terms, these Participation Rules will control solely with respect to the subject matter addressed herein.

Capitalized terms used but not defined in these Participation Rules have the meanings given in the Terms.

How do these Participation Rules Apply?

These Participation Rules govern the offer-process rules applicable to Listed Properties made available through the Services, including listing setup, reserve mechanics, offer submission and revision, the Confirmation and Final Offer Period, participation deposits, calculation of the Clearing Price, payment of the ENA platform fee, introduction of the parties, and certain related participant obligations.

How are Listed Properties Created and the Reserve Price and Offer Windows Set?

Before a Listed Property becomes active on the Services, the Seller, acting through the listing Agent, must establish a public listing price for the property (“Listing Price”). The Listing Price is intended to be the public price associated with the property, including as displayed on the MLS if applicable.

Before a Listed Property becomes active, the Seller must also establish a confidential reserve price for the property (“Reserve Price”). Except as otherwise approved by ENA in its sole discretion, the Reserve Price may not exceed one hundred twenty-five percent (125%) of the Listing Price.

The Reserve Price is confidential and will not be disclosed by ENA to Buyers. After a Listed Property becomes active: (a) the Seller may lower the Reserve Price one (1) time during the Offer Window; and (b) the Seller may not increase the Reserve Price under any circumstances.

Before activation, the Seller must select an offer period of either fifteen (15) days, thirty (30) days or sixty (60) days (“Offer Window”). Once selected and the Listed Property is active, the Offer Window may be modified only by ENA or as otherwise expressly permitted through the Services.

ENA may decline to activate, suspend, remove, or modify the display of any Listed Property if ENA reasonably believes the Listed Property or related conduct violates the Terms, these Participation Rules, applicable law, applicable MLS rules, or the integrity of the Services. ENA’s exercise or non-exercise of this right does not create any duty to monitor, validate, or approve any property, participant, disclosure, or transaction.

How are Offers Submitted?

During the Offer Window, Buyers may submit confidential offers for a Listed Property through their Agents. Buyers will not be shown competing offers, offer amounts, identities of competing Buyers, or the Reserve Price. Sellers will generally be shown only the number of offers received and whether the Reserve Price has cleared, and not the full competitive offer details. Unless otherwise expressly stated by ENA for a particular Listed Property, each offer must be greater than the Listing Price in effect for the Listed Property at the time the offer is submitted.

During the Offer Window and prior to the start of the Confirmation and Final Offer Period, a Buyer may revise its offer in accordance with the functionality made available through the Services. Once the Confirmation and Final Offer Period begins, offers may be increased but may not be decreased.

“Escalation clauses” are not permitted in connection with offers submitted through the Services. In addition, offer addenda, side letters, or other off-platform modifications to the economics of an offer are not submitted through the Services and will not be considered by ENA when administering the offer process or calculating the market outcome.

Buyers may submit offers on multiple Listed Properties. Any Buyer submitting offers on multiple Listed Properties must rank those properties in order of the Buyer’s preference using the functionality made available through the Services. The Buyer is responsible for ensuring that any such rankings remain accurate.

Each offer submitted through the Services will be deemed submitted by the applicable Buyer through the Buyer’s authorized Agent, and each Buyer and Agent represent and warrant that the offer is bona fide, accurately reflects the Buyer’s authorized proposed purchase price, and is submitted in good faith.

What does the Buyer need to Provide?

Buyers may upload financing pre-approval letters, proof of funds, and other supporting documentation through the Services. ENA may facilitate transmission of those materials to the Seller and the Seller’s representatives.

ENA does not verify the authenticity, completeness, accuracy, validity, or sufficiency of any such materials, does not validate financing approvals, and does not confirm available funds. Responsibility for evaluating Buyer qualifications remains solely with the Seller and the Seller’s representatives.

What is the Confirmation and Final Offer Period and When are Deposits Paid?

The final seven (7) days of each Offer Window constitute the “Confirmation and Final Offer Period” or “CFOP.” During the CFOP, Buyers may increase but may not decrease an existing offer.

At any time during the CFOP, ENA may determine which Buyer is then in the leading position under the platform rules. The Buyer in the leading position may be requested by ENA to complete additional confirmation steps, including submission of the participation deposit described below. A Buyer is not deemed entitled to any property merely because ENA identifies that Buyer as in the leading position at any time before the close of the Offer Window.

If requested by ENA during the CFOP, the Buyer then in the leading position must submit a refundable participation deposit of one thousand dollars ($1,000) (“Participation Deposit”). The Participation Deposit is payable by the Buyer, not the Buyer’s Agent.

The Participation Deposit exists solely to confirm the Buyer’s intent to proceed if selected through the ENA offer process. The Participation Deposit is not earnest money, is not applied to the purchase price, and does not itself create a purchase contract between Buyer and Seller. ENA expects to request no more than one Participation Deposit per Buyer at a time, but ENA reserves the right to administer deposit requests in a manner reasonably necessary to operate the Services and maintain the integrity of the offer process.

If a Buyer who has been requested to submit a Participation Deposit fails to do so within the time specified by ENA, ENA may, without liability, invite the next highest qualifying Buyer to complete the confirmation process. In addition, failure to timely submit a requested Participation Deposit may result in invalidation of the Buyer’s other offers across the Services, suspension or termination of that Buyer’s account, or both.

Unless these Participation Rules or other written ENA policies expressly provide otherwise, the Participation Deposit will be fully refundable and will be refunded promptly after the applicable Buyer and Seller are under contract or after ENA determines that the Buyer will not proceed as the selected participant for the applicable Listed Property.

How are Outcomes and the Clearing Price Determined?

When the Offer Window closes, the market determines the leading Buyer based on the highest qualifying offer submitted in accordance with the platform rules. For a Listed Property with two or more qualifying offers at or above the Reserve Price, ENA will calculate the clearing price for the property (“Clearing Price”) as the amount of the second highest qualifying offer plus one dollar ($1.00).

If only one Buyer meets or exceeds the Reserve Price, ENA may introduce the Buyer and Seller directly. Because no competitive Clearing Price exists in that circumstance, no ENA platform fee is due based solely on the existence of that single qualifying offer.

ENA may establish and apply reasonable administrative rules for handling ties, invalid or incomplete offers, withdrawn or disqualified participants, technical interruptions, and similar operational issues, provided that ENA will not exercise discretion to negotiate transaction terms on behalf of any party.

How does ENA get Paid?

The ENA platform fee for a completed ENA offer process is one thousand five hundred dollars ($1,500), payable by the Seller and not by the listing Agent or any Buyer, unless ENA expressly agrees otherwise in writing. If the Clearing Price exceeds the Seller’s Reserve Price plus the ENA platform fee, the ENA platform fee becomes immediately due and payable by the Seller.

If the Clearing Price does not exceed the Seller’s Reserve Price plus the ENA platform fee, but the Seller nevertheless elects to proceed with the transaction at that level, the ENA platform fee is due and payable before ENA introduces the Buyer and Seller.

If only one Buyer meets or exceeds the Reserve Price and ENA introduces the parties directly without a competitive Clearing Price, no ENA platform fee is due unless ENA and the Seller have separately agreed in writing otherwise.

ENA may invoice the Seller, charge a payment method authorized by the Seller, or require other payment arrangements made available through the Services. The Seller is responsible for any applicable taxes, transaction charges, bank fees, or similar charges associated with payment of the ENA platform fee, except taxes imposed on ENA’s net income.

What is ENA’s role through Closing?

Following conclusion of the Offer Window and satisfaction of any applicable confirmation and fee requirements, ENA’s sole obligation is to introduce the selected Buyer and the Seller so that those parties may proceed with the traditional residential real estate transaction process.

After introduction, contract negotiations, attorney review, disclosures, inspections, financing, appraisals, earnest money, title review, escrow, settlement, and closing will proceed directly among the parties and their respective licensed professionals and service providers. ENA is not responsible for and does not participate in those activities.

ENA does not guarantee that any Buyer or Seller will perform, that any transaction documents will be executed, that financing will be obtained, that contingencies will be satisfied, or that any transaction will close.

Technical and Administrative Matters

ENA may suspend, extend, restart, invalidate, or otherwise administratively adjust any Offer Window, CFOP, deposit deadline, or related process if ENA reasonably determines that a technical failure, suspected manipulation, operational issue, legal concern, platform outage, or similar circumstance has impaired or may impair the orderly administration of the Services. ENA will use commercially reasonable efforts to apply such measures consistently with the principles reflected in these Participation Rules, but ENA will not be liable for taking or failing to take any such action absent willful misconduct.

Will these Participation Rules ever change?

ENA may update these Participation Rules from time to time in accordance with the Terms. Any continued use of the Services or continued participation in any ENA offer process after updated Participation Rules become effective constitutes acceptance of the updated Participation Rules to the extent permitted by applicable law.

Questions regarding these Participation Rules may be directed to ENA using the contact information provided in the Terms.