Agent Services Agreement (draft)

This Agent Services Agreement (the "Agreement") is made between Find a Home in TN, Inc., a Tennessee corporation ("Company"), and the real estate licensee or team who signs below or accepts it at checkout ("Agent"). It is effective when Agent signs it or completes checkout, whichever comes first (the "Effective Date").

1. The Services. Company provides the paid services Agent selects at sign-up or later in Agent's hub (the "Services"), which may include: the Listing Hub (Agent's own hub and property pages on Company's listing page engine, with one MLS connection); add-ons such as extra MLS connections, extra seats, a custom domain, a team tracking number, a team concierge line, and a Spanish concierge; and any other service Company offers on an order form or in the hub (each an "Order"). Company may improve or change the Services, but will not materially reduce a Service Agent has paid for during the paid period without a pro rata credit.

2. Accounts and seats. Agent is responsible for everyone who uses Agent's account and seats, for keeping sign-in links and credentials private, and for telling Company promptly of any unauthorized use. Each seat is for one named person.

3. Fees and billing.

1. Agent pays the flat fees shown at checkout or in the hub for each Service, monthly in advance (or annually if Agent chooses), through Company's payment processor. Fees are stated in U.S. dollars and do not include taxes, which are added where required.
2. Fees are for software and marketing services at fair market value. No fee, discount, or Service is tied to, or conditioned on, any referral of a consumer, any lead, or any closing. Referrals are governed only by the Master Referral Agreement.
3. If a payment fails, Company's processor retries it. The account becomes past due, and after a seven (7) day grace period the hub becomes read-only until payment is made; published pages stay up during the grace period.
4. Add-ons can be added or removed in the hub. Changes are prorated and take effect when payment is confirmed.
5. Company may change prices with at least thirty (30) days' notice; the new price applies from the next billing period after the notice.
6. Agent may cancel at any time in the hub or the billing portal; cancellation takes effect at the end of the paid period, and fees already paid are not refunded except where the law requires or Company chooses to.

4. Agent Content and MLS data.

1. "Agent Content" means the listings, photographs, video, descriptions, documents, and other material Agent or Agent's MLS feed provides for the Services. Agent grants Company a non-exclusive license to host, format, display, and distribute Agent Content to provide the Services and to show Agent's work as an example of the Services.
2. Agent represents that Agent has every right, consent, and MLS or broker authorization needed for Company to display Agent Content, including any vendor or data license an MLS requires, and that Agent Content is accurate, lawful, and complies with fair housing law and the advertising rules that apply to Agent.
3. Agent keeps each listing's status current (for example Active, Under Contract, Sold) or authorizes Company to update status from the MLS on Agent's behalf. When a listing expires, is withdrawn, or is canceled, Company archives the page: it comes off the Sites, and its content is kept so it can be restored if the property is listed again.
4. Company may remove or archive any Agent Content that Company believes is inaccurate, infringing, out of date, or non-compliant.

5. Calls, texts, and the concierge features.

1. Calls to numbers Company provides may be answered by Company's voice assistants, recorded, and transcribed where the law allows, for quality, training, and attribution. Agent consents to this for calls that involve Agent.
2. Agent is responsible for answering and handling live transfers and callbacks promptly and professionally, and for Agent's own compliance with telemarketing, do-not-call, and texting laws for any contact Agent makes.
3. Company does not provide brokerage, legal, lending, or tax services, and the voice assistants do not give that advice. Agent's broker supervises Agent's real estate activity.

6. Acceptable use. Agent will not use the Services to publish anything unlawful, false, misleading, discriminatory, or infringing; to send spam; to interfere with or overload the Services; or to access accounts or data that are not Agent's.

7. Protected Systems and No Replication.

(a) Protected Systems. "Protected Systems" means everything Company has built, licensed, or uses to operate its business, in any form and whether or not marked confidential, including without limitation:

1. the websites findahome.com, buscatucasa.com, and every related site, subdomain, hub, page, and portal operated by or for Company (the "Sites");
2. Company's geographic routing, coverage, and agent-matching system (the "Geo Router"), including its coverage areas, drive-time and distance methods, ring order, ring hours, fallback rules, and decision logic;
3. Company's referral caller system, including its voice assistants (currently presented as Riley, Gabriela, and Donna), their scripts, prompts, instructions, call flows, qualification questions, agent prompts and recaps, live transfer methods, callback booking, recap emails and texts, call scoring, and quality-review methods;
4. Company's listing page engine, agent hubs, page templates, designs, layouts, copy, photographs, video, graphics, and branding;
5. Company's agent roster, coverage data, controls, dashboards, harnesses, and reports;
6. all software, source code, object code, APIs, data structures, databases, workflows, automations, integrations, business methods, processes, pricing, and know-how; and
7. all documentation, improvements, derivatives, and Confidential Information relating to any of the above.

(b) Ownership. As between the Parties, Company owns all right, title, and interest in and to the Protected Systems, including all intellectual property rights in them. Nothing in this Agreement transfers any ownership to Agent or grants Agent any license or right except the limited right to use the Protected Systems as this Agreement expressly allows and only while it is in effect.

(c) No replication. Agent shall not, and shall not permit, assist, or enable any other person or entity to, directly or indirectly:

1. copy, reproduce, duplicate, replicate, imitate, or create derivative works of any Protected System or any part of one;
2. reverse engineer, decompile, disassemble, deconstruct, reconstruct, or otherwise attempt to discover the source code, prompts, scripts, routing logic, models, data, or underlying methods of any Protected System;
3. scrape, crawl, harvest, or extract listings, agent information, content, or data from the Sites by any automated means, or frame or mirror any part of the Sites;
4. record, transcribe, or capture calls, call flows, scripts, prompts, or system responses for the purpose of studying, copying, or training any other system, product, or service (this does not limit Agent's lawful handling of a Lead referred to Agent);
5. use any Protected System or any Confidential Information to design, build, train, market, or operate any product or service that replicates or substantially imitates any Protected System, whether for Agent or for anyone else;
6. disclose any non-public part of a Protected System to any third party, including any vendor, developer, brokerage, team, or technology company;
7. remove, alter, or obscure any proprietary, copyright, or trademark notice; or
8. file or assist in filing any patent, copyright, or trademark application claiming any Protected System or anything derived from it.

(d) Feedback. If Agent offers suggestions or ideas about any Protected System, Company may use them freely, without obligation to Agent, and they become part of the Protected Systems.

(e) What this clause does not restrict. This clause does not restrict Agent's use of Agent's own general skills and real estate knowledge, information that is or becomes public through no breach by Agent, or Agent's ordinary use of generally available products from third parties that Agent did not design, specify, or influence using Company's Protected Systems or Confidential Information.

(f) Notice under the Defend Trade Secrets Act (18 U.S.C. 1833(b)). An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(g) Remedies. Agent agrees that a breach or threatened breach of this clause would cause Company irreparable harm for which money damages would not be an adequate remedy. Company is entitled to temporary, preliminary, and permanent injunctive relief and specific performance, without the need to prove actual damages and, to the extent the law allows, without posting a bond, in addition to all other remedies, including damages, an accounting and disgorgement of any profits, and Company's reasonable attorneys' fees and costs. Either Party may seek this relief in a court of competent jurisdiction in Tennessee notwithstanding any arbitration clause.

(h) Survival. This clause survives any expiration or termination of this Agreement: for trade secrets, for as long as the information remains a trade secret under applicable law; for everything else, for five (5) years after the later of termination or Agent's last use of any Protected System.

(i) Limited license. In addition, Company grants Agent a limited, revocable, non-exclusive, non-transferable license to use the Services during the paid term solely for Agent's own real estate business. All rights not expressly granted are reserved by Company.

8. Data and privacy. Company handles personal information under its Privacy Policy. Consumer and lead data that comes through Company's Sites, numbers, and systems belongs to Company and is shared with Agent for the referral or service involved, subject to the Master Referral Agreement. On cancellation, Agent may request an export of Agent Content within thirty (30) days.

9. Confidentiality. Each Party will keep confidential the non-public information of the other that it receives under this Agreement, use it only to perform this Agreement, and protect it with reasonable care. This lasts during the term and for three (3) years after, and for trade secrets as long as they remain trade secrets.

10. Warranties and disclaimers. Company will provide the Services in a professional manner using commercially reasonable care. Except for that promise, the Services are provided "as is" and "as available". Company does not guarantee any number of calls, leads, referrals, transactions, search rankings, or uninterrupted operation, and disclaims all implied warranties to the extent the law allows.

11. Limitation of liability. To the fullest extent permitted by law, neither Party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or lost commissions, and Company's total liability under this Agreement will not exceed the fees Agent paid Company in the twelve (12) months before the claim. These limits do not apply to Agent's obligations under sections 7 and 9, to Agent's payment obligations, or to either Party's indemnity obligations.

12. Indemnity. Agent will defend, indemnify, and hold Company harmless from claims, losses, and costs (including reasonable attorneys' fees) arising from Agent Content, Agent's breach of this Agreement, or Agent's real estate activities.

13. Term, suspension, and termination. This Agreement runs while Agent has an active subscription. Company may suspend the Services for non-payment after the grace period, for a breach of section 6 or 7, or to prevent harm to the Services or others. Either Party may end this Agreement for the other's material breach that is not cured within ten (10) days after notice. Sections 3 (for fees owed), 4.4, 7, 8, 9, 11, 12, and 14 survive.

14. General. This Agreement is governed by the laws of the State of Tennessee. Disputes are resolved by binding arbitration in Tennessee under the Commercial Arbitration Rules of the American Arbitration Association before one arbitrator, except that either Party may seek injunctive relief in a Tennessee court under section 7 or 9. Agent may not assign this Agreement without Company's written consent; Company may assign it. Notices may be given by email with proof of delivery. If any provision is unenforceable, the rest remains in effect. Company may update these terms with thirty (30) days' notice; continued use after the notice period means acceptance. This Agreement, with each Order, the Master Referral Agreement, and the Agent Marketing Agreement, is the entire agreement on its subject. If they conflict about referrals, the Master Referral Agreement controls; about paid Services, this Agreement controls.

15. Electronic signature. The Parties consent to sign and receive this Agreement electronically. Electronic signatures and checkout acceptance are binding to the same extent as handwritten signatures under the federal ESIGN Act and the Tennessee Uniform Electronic Transactions Act. The signing record kept by Company (each signer's typed name, the date and time, the IP address and device, and the version and fingerprint of the text signed) forms part of this Agreement, and each signer receives a complete signed copy by email.