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Agreement Terms

FEATURED SERVICE PROVIDER AGREEMENT

This Agreement is made as of the date electronically signed below, between the Participating Organization ("Organization"), a real estate brokerage or organization participating in the Trusted Only Enhanced Service Provider Platform, and the undersigned Contractor ("Contractor"), as identified in the submission below.

This Agreement is administered and facilitated through the platform operated by Trusted Only, LLC ("Trusted Only"), which provides the technology infrastructure, agreement management, data processing, and Enhanced Service Provider credentialing system used by the Organization and all other Participating Organizations in the Trusted Only network.

Article 1: Eligibility

Only Contractors who have become "Enhanced Service Providers" through Trusted Only are eligible to participate in the Featured Service Provider program of any Participating Organization. Trusted Only's credentialing and eligibility determinations are final.

Article 2: Term of Contract

2.01. Initial Term. This Agreement will become effective upon the date upon which the Organization receives the payment required under Article 5 hereof and will continue in effect for one (1) year ("Term"), or until the Agreement is terminated as provided in Article 8 of this Agreement.

2.02. Automatic Renewal. At the end of the initial Term, this Agreement shall renew at the then-current fee structure for successive Terms of one (1) year each unless either party provides written notice to the other party at least sixty (60) days prior to the then-current renewal date.

Article 3: Services to Be Performed by the Organization

3.01. Specific Services. The Organization agrees to perform the following services:

(a) The Organization shall include the Contractor's name and logo on its Featured Provider website or directory ("Site") with a hyperlink to the Contractor's website, to the extent practicable, and contact information, in the manner provided by Contractor. This information shall be placed under a category of service ("Service Category") agreed upon between Contractor and the Organization.

(b) On a revolving basis, the Organization will advertise one Contractor in its monthly email newsletter for agents.

(d) Contractors will receive an invitation to at least one company-wide event per year where they may promote their business and build relationships with agents.

(e) The Organization will host at least one Contractor/Agent trade show per year, giving Contractors an opportunity to introduce their services to agents.

(f) At the Organization's discretion, Contractor will be featured on the Organization's social media platforms.

3.02. Limited Providers. The Organization may, at its sole and exclusive discretion, limit the number of contractors listed under the selected Service Category.

3.03. Sharing of Information. Upon request, affiliated agents of the Organization may provide their clients with the Contractors listed under the Service Category(ies) requested from the Site. The Organization has no obligation to require its clients to select an independent contractor from its Site or to make arrangements for any service.

3.04. Use of Logo. The Contractor's logo or trademark will be displayed randomly, or in alphabetical order, at the Organization's sole and exclusive discretion, among the contractors listed: (i) on the Organization's Site; (ii) on the Organization's intranet website; (iii) in the Organization's corporate newsletter; (iv) in the Organization's sales agents' listing presentations; and (v) in such other manner as the Organization deems appropriate to help market the services of Contractor.

Article 4: Services Provided by Contractor

4.01. Independent Contractor Status. The Organization and Contractor expressly acknowledge and agree that the services to be provided by Contractor under this Agreement shall be performed as an independent contractor, and not as an agent, employee, joint venturer, affiliate, or partner of the Organization. The parties also expressly acknowledge and agree that the Organization shall not be responsible for any payments to Contractor for its services, nor shall it be required to: (i) withhold or pay FICA, Medicare or other federal, state, or local income or other taxes or charges; (ii) comply with or contribute to state worker's compensation, unemployment, or other governmental funds or programs; or (iii) contribute to any employee benefit, insurance plan, or other plan or fringe benefit maintained by the Organization.

4.02. Services Provided. Contractor agrees to be accessible and available to perform the services specified in the Service Category(ies) selected in the submission form incorporated into this Agreement.

4.03. Method of Performance. Contractor, not the Organization, will determine the method, details, and means of performing the services described in Article 4.02.

4.04. Employment of Assistants. Contractor may, at Contractor's own expense, employ any assistants that Contractor deems necessary to perform the services required under this Agreement.

Article 5: Consideration / Payment

5.01. Flat Rate. In consideration for the services to be performed by the Organization under Article 3, Contractor agrees to pay the Organization the sum(s) defined in the Fee Schedule for the term set forth in Article 2.

5.02. Service Category Fees. Fees for each Service Category advertisement are set by the Organization and communicated to Contractor at the time of enrollment via the Trusted Only platform ("Fee Schedule"). The Fee Schedule is incorporated into this Agreement by reference and may vary by Organization. Should a Contractor desire to advertise in more than one (1) Service Category, incremental fees per the Fee Schedule will apply for each additional category selected. The applicable fees for this enrollment are displayed in the Fee Schedule section of the submission form accompanying this Agreement.

5.03. Fee Changes. The Organization reserves the right to update its Fee Schedule upon renewal of this Agreement. Contractor will be notified of any fee changes no later than sixty (60) days prior to the renewal date, consistent with the notice requirements of Article 2.02.

5.04. Date for Payment. For services rendered under this Agreement, Contractor agrees to pay the Organization, in advance, the sum(s) set forth in the applicable Fee Schedule upon execution hereof.

Article 6: Obligations of Contractor

6.01. No Minimum Amount of Service. Contractor may represent, perform services for, and be employed by any additional clients, persons, or companies as Contractor, in Contractor's sole discretion, sees fit.

6.02. Tools and Instrumentalities. Contractor will supply all tools and instruments required to perform the services under this Agreement.

6.03. Workers' Compensation. Contractor agrees to provide workers' compensation insurance for Contractor's employees and agrees to hold harmless and indemnify the Organization for any and all claims arising out of any injury, disability, or death of any of Contractor's employees or agents.

6.04. Liability Insurance. Contractor agrees to maintain a policy of General Liability insurance in the minimum amount of $1,000,000.00 to cover any negligent acts committed by Contractor or Contractor's employees or agents during the performance of any duties under this Agreement. Contractor further agrees to indemnify and hold the Organization harmless from any and all losses, claims, or expenses arising from any negligent act or omission of Contractor.

6.05. Assignment by Contractor. Neither this Agreement nor any duties or obligations under this Agreement may be assigned by Contractor to another contractor without the prior written consent of the Organization.

6.06. Guarantee of Workmanship. Contractor guarantees that it will provide its services in a workmanlike manner.

Article 7: Obligations of the Organization

7.01. Assignment by Organization. The Organization may assign its rights and obligations under this Agreement at any time without the prior written consent of Contractor.

Article 8: Termination of Agreement

8.01. Termination on Stated Events. This Agreement shall terminate automatically on the occurrence of any of the following events: (1) Bankruptcy or insolvency of either party; (2) Sale of the business of Contractor; (3) Death or dissolution of either party; (4) Assignment of this Agreement by Contractor without prior written consent of the Organization.

8.02. Termination by Organization for Default. If Contractor defaults in the performance of this Agreement or materially breaches any of its provisions, the Organization may terminate this Agreement by giving written notice to Contractor. In such event, the Organization shall be under no obligation to return or refund any amount previously paid by Contractor. Material breach includes, but is not limited to: (1) Contractor's failure to guarantee its workmanship or correct deficiencies in Contractor's work; or (2) the Organization receiving two or more unresolved complaints about Contractor's workmanship or service.

8.03. Termination by Contractor for Default. If the Organization defaults in the performance of this Agreement or materially breaches any of its provisions, Contractor may terminate this Agreement by giving written notification to the Organization. Material breach shall include only the Organization's failure to provide services as indicated in Article 3.

Article 9: Trusted Only Platform Rights

9.01. Platform Role. Contractor acknowledges that this Agreement is administered through the Trusted Only platform, which serves as the technology infrastructure, credentialing engine, and data processor for the Featured Service Provider program across all Participating Organizations.

9.02. Data Rights and Sharing Authorization. By executing this Agreement, Contractor expressly authorizes Trusted Only to: (i) collect, store, and process Contractor's business information, contact details, service categories, and agreement data; (ii) share Contractor's information with the Participating Organization named in this Agreement and, upon Contractor's separate election, with any other Participating Organizations in the Trusted Only network; (iii) use aggregated and anonymized data for platform improvement, analytics, and reporting; and (iv) retain agreement records as required by applicable law and platform policy. Contractor's data will not be sold to unaffiliated third parties without separate consent.

9.03. Multi-Organization Participation. Contractor may, at its option, elect to participate in the Featured Service Provider programs of additional Participating Organizations within the Trusted Only network. Each such participation may require a separate agreement or addendum with the applicable organization, administered through the Trusted Only platform. No additional credentialing shall be required provided Contractor's Enhanced Service Provider status remains active.

9.04. Platform Terms. Use of the Trusted Only platform is subject to Trusted Only's Platform Terms of Service and Privacy Policy, which are incorporated herein by reference. In the event of any conflict between this Agreement and the Platform Terms, the Platform Terms shall govern solely with respect to technology use and data handling; this Agreement shall govern all other matters between Contractor and the Organization.

Article 10: General Provisions

10.01. Notice. Any notices to be given under this Agreement may be effected by personal delivery in writing, by registered or certified mail with postage prepaid and return receipt requested, or by electronic delivery through the Trusted Only platform's official notification system. Mailed notices will be deemed communicated two (2) days after mailing. Platform notifications will be deemed communicated upon delivery to the Contractor's registered email address.

10.02. Entire Agreement. This Agreement supersedes any and all prior agreements, both oral and written, between the parties with respect to the rendering of services by the Organization for Contractor, and contains all of the covenants and agreements between the parties. Any modification of this Agreement will be effective only if it is in a writing signed by the party to be charged, or administered through the Trusted Only platform.

10.03. Partial Invalidity. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

10.04. Arbitration. Any controversy or claim arising out of or relating to this Agreement or the breach thereof will be settled by arbitration in accordance with the rules of the American Arbitration Association, and judgment on the arbitration award may be entered in any court of competent jurisdiction.

10.05. Attorneys' Fees. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled.

10.06. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Ohio.

10.07. Electronic Execution. The parties agree that electronic signatures and electronic records of this Agreement are legally binding to the same extent as original written signatures under applicable law, including but not limited to the Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable state electronic transaction acts.

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