Luxury, Playfulness Meet In A Renovated Houston Home {Luxury, Playfulness Meet In A Renovated Houston Home} – English

Luxury, Playfulness Meet In A Renovated Houston Home {Luxury, Playfulness Meet In A Renovated Houston Home} – English

The post Luxury, Playfulness Meet In A Renovated Houston Home appeared first on Luxe Interiors + Design.

The owners wanted this house to be fun,” says designer Ashley Goforth of renovating her longtime Houston clients’ new home, “with bright and colorful rooms, yet neutral tones on the larger furnishings for flexibility.” So that’s precisely the approach Goforth decided to take–and since she had collaborated with the couple on three of their previous homes, their friendship helped everything to effortlessly fall into place. When the couple–who had been on the hunt for a larger home but did not want to leave their neighborhood–first learned this residence was going on the market, they jumped at the opportunity to take a look at it.

Located just a few streets over from their prior address, and with all the extra square footage they would need for their three young daughters, it was a perfect fit. “Ashley was the first person I called after we bought our home,” recalls the wife. “She’s so good at really thinking things through before making big decisions.”

Goforth’s practical approach paid off for the clients when she determined the Tudor-style house would require only minor construction work. With builders Eric Finn and Jim Hardwick of Master Key Builders LLC also onboard, Goforth remodeled the kitchen with new plumbing, countertops, light fixtures and hardware. She also prioritized lightening the interiors, “which were originally very dark with lots of wood,” Goforth explains, by coating the walls with white paint for a fresh and airy feel while adding color strategically through art and accessories. “Since using color was a big departure for the owners compared to their previous residences,” the designer notes, “we created a neutral-hued zone in the center of the house to serve as a visual breather between each space.” This decision helped bring a sense of sophistication and continuity as well.

The idea to use a different palette in each room was sparked by a photo the wife spotted in a magazine. “She was the most vocal about using color,” Goforth explains, “and had torn out a picture of the multicolor fabric we decided to use on pillows in the living room.” The image also inspired the hot-pink fabric on the vintage chairs in the living room, as well as the lacquered teal built-in cabinets in the family room and the show-stopping Clarence House Tibet Print wallpaper in a powder room. Goforth kept the rugs and the primary pieces subtle, including the Oushak rug in the family room, the sofas and chaises in the main living spaces, and the armoire in the master bedroom.

With the new palette came new furnishings either selected or made specifically for this house–whether a traditional antique piece, custom design or more contemporary silhouette, such as a Jonathan Adler accent table–as well as furnishings repurposed from the family’s previous homes. “We tried to make sense of the existing furniture in its new surroundings,” Goforth explains. For instance, a table in the living room–flanked by antique fauteuils the owners acquired three homes ago–once served as the family’s dining table, while the armoire in the master bedroom formerly provided storage in a breakfast nook. “Through the years, Ashley has helped me acquire some amazing finds,” says the wife. “She has a great eye, whether she’s scouring local shops or the fields at the Original Round Top Antiques Fair.”

Goforth also advised the couple as they grew their art collection, which they started years ago with two treasured paintings by a favorite artist, Chris Andrews. “I love having them as centerpieces of our home,” the wife says. “I want to feel a connection with our art rather than buy it simply to fill a space.” This rule applies to all of the couple’s new acquisitions as well, including a favorite three-dimensional rice-paper work by Zhuang Hong Yi, “which looks different from every angle,” notes the wife. “When we have guests, our daughters walk them by this piece to see how it changes.” Other recent additions include paintings by Hunt Slonem and Robert Rea.

The process of carefully selecting furnishings, accessories and art resulted in a home that is both deeply personal and a refreshing change for the owners, who once shied away from anything too daring. Stressing the importance of relationships, Goforth credits her clients for having the confidence to trust their designer wholeheartedly in making bolder decisions for their interiors. “She likes to be involved,” Goforth observes, “but has complete faith in the process.” As for the owners, going out on a limb with more color and pattern was a welcome adjustment for their family. “Our last home was very monochromatic, beautiful and soft,” the wife says. “But this is such a happy place.”

The post Luxury, Playfulness Meet In A Renovated Houston Home appeared first on Luxe Interiors + Design.

Deep Tones And Moody Wallpaper Add Drama To A Renovated Oregon Bungalow {Deep Tones And Moody Wallpaper Add Drama To A Renovated Oregon Bungalow} – English

Deep Tones And Moody Wallpaper Add Drama To A Renovated Oregon Bungalow {Deep Tones And Moody Wallpaper Add Drama To A Renovated Oregon Bungalow} – English

The post Deep Tones And Moody Wallpaper Add Drama To A Renovated Oregon Bungalow appeared first on Luxe Interiors + Design.


It wasn’t interior designer Suzanne Childress’ preservation chops that landed her a job updating an 1890s bungalow in Ashland, Oregon—rather, it was her love of wallpaper. Her clients, San Francisco-based Kirsten Ziegler and her husband, J Frederick, had bought it as a second home a decade earlier and decided it was time to renovate. They were finalizing plans with general contractor Brad Youngs, of Brad Youngs Construction, when Kirsten saw a project that Childress had done. “I was searching online for ‘cool, modern wallpaper,’ and there was an image of a design by Suzanne that grabbed me,” she recalls.

Childress did more than select an assortment of dramatic wallpapers for the project, though. She proposed a series of structural changes that made the 1,000-square-foot house at once functional and inviting—from moving walls and reconfiguring rooms to outfitting the spaces with creative storage solutions. “I love old houses,” says Childress, who once worked as an attorney with the Environmental Protection Agency. Her side gig—redoing her historic home in Annapolis, Maryland—set the stage for a major career shift and an eventual move west. “If a house has quality bones, then I’m all about working them into a new design concept,” she says. “But this house was a real patchwork; there wasn’t anything worth preserving.”

Kirsten and J, who both work in the tech world, embraced her suggestions. “We were so enamored with the home’s location—we’re a block from the theater complex and can walk to downtown,” says Kirsten. “It certainly wasn’t because the house was so gigantic or because the interior was so darling.”

That meant a gut renovation and installing all new floors, windows and moldings. Childress tweaked the plans to transform what had been envisioned as a semi open-plan kitchen into a more traditional space. She also worked with Youngs, who has since retired, and his team to bump out a wall to include a small eating area. What the house lacked in size, it made up for in vertical space, so Childress capitalized on the high ceilings, tucking base and top cabinets everywhere she could. What was once a second bedroom became a cozy parlor featuring a two-sided fireplace that opens to the adjacent living room. Childress was also able to carve out two additional spaces for the couple: a tiny study and a nook that holds a sofa and a TV.

Finding a balance between old and new was her goal. “Kirsten and J were worried when I suggested dropping in more doorways,” says Childress, “but the spaces would have been too busy had we left them open. Now the rooms unfold as you walk through them.”

Taking a cue from what Childress calls “the rock-and-roll edge to Kirsten’s style,” the designer incorporated deep tones to dramatic effect. She set off the gray-painted walls in the living room and part of the kitchen with black moldings and window frames. In the parlor, she paired black gloss paint with a similarly hued imitation crocodile wallcovering for an atmospheric air, accented by touches of gold and brass in the furnishings and hardware. Finished in black paint with brown undertones, the kitchen cabinetry creates a striking foil to the marble-like porcelain counter and backsplash as well as the upper cabinets stained a rich brown. “It took a lot of rounds to get the stain right, but it plays so nicely with the tones of the brass and black,” Childress notes. “Brad had the knowledge and expertise to make it happen.”

Considering the diverse wallcoverings that Childress selected, Kirsten and J are hard-pressed to name a favorite. J leans toward the woodland animal paper in the study, while Kirsten says that though she was initially unsure about the enchanted-forest-themed print in the master bedroom—appropriately called Midsummer Night—she now loves it. “I wondered if I was going to hate it in six months because it’s so different, but J really liked it,” she says. “We looked at other ones, but I said, ‘Let’s just do it,’ and I’m so glad we did. It’s really sultry and ethereal with the lights on.”

Childress believes the fact that the couple lived in the house before they started renovating is key to the project’s success. “It’s nice if you can get the idea of the flow and what’s working and what’s not. I’m always curious when a client says, ‘Oh, we never go in there’ or ‘We never use that.’ Most of us can’t afford to have rooms you never go in,” she says. “You need to make the most of all your spaces. That was what I wanted to do here—to make all the rooms spaces they really wanted to be in and enjoy.”

The post Deep Tones And Moody Wallpaper Add Drama To A Renovated Oregon Bungalow appeared first on Luxe Interiors + Design.

That Seaside Feeling: Enjoy The Beach Without Stepping Outside Of This California Abode {That Seaside Feeling: Enjoy The Beach Without Stepping Outside Of This California Abode} – English

That Seaside Feeling: Enjoy The Beach Without Stepping Outside Of This California Abode {That Seaside Feeling: Enjoy The Beach Without Stepping Outside Of This California Abode} – English

The post That Seaside Feeling: Enjoy The Beach Without Stepping Outside Of This California Abode appeared first on Luxe Interiors + Design.


My parents have always been drawn to the water,” says a Marin County executive who has fond memories of growing up on New York’s Long Island, also spending lakeside summers in New Hampshire and going to the beach in Southern California. Although he still visits his mother at her waterfront home in Santa Barbara, he’s always wanted his own place by the shore. He found it in the small town of Stinson Beach, just 40 minutes away from the full-time residence he shares with his wife. “It was a dream of mine to have a beach house—and to be right on the water is all the more special,” he says.

Designer Eugenia Jesberg was thrilled to be tapped for the project shortly after she’d finished decorating the couple’s more formal, Colonial-style home on the other side of Mount Tamalpais. In this case, the style would be decidedly more casual yet no less sophisticated. “We designed everything to bring in the views, colors and textures and to achieve the look and feel of what was outside,” Jesberg says.

The project involved taking down a 1950s-era house, and modern storm-safety codes required part of the new structure to be elevated. The higher vantage point, however, provided excellent design opportunities. “That view got amplified,” Jesberg says. “It’s pretty magical out there.” To maintain the focus outside, Jesberg and architect Steve Wisenbaker decided on a modernized version of a simple New England-style residence, punctuating traditional tongue-and-groove paneling with floor-to-ceiling steel-framed glass doors and huge plate-glass windows.

Wisenbaker’s first consideration was siting the outdoor living space. He then designed the house, and general contractor Larry Hadley and his team would build around it. “We found the sweet spot and left that area open. The outdoor connection enriches the spaces you live in,” Wisenbaker explains. That “sweet spot” is now the deck that intersects with the main living spaces and the master bedroom; it’s placed on an axis with the entry where Jesberg employed limestone to go up the steps, through the glass-enclosed foyer and out the other side. “It’s like a sky bridge,” she says, describing it as a place where the barriers between inside and outside seem to melt away.

Jesberg maintained a largely neutral palette within the main house and focused on texture to tell the story of its seaside surroundings. A tall fireplace is clad in marble with blue-gray veins, for example. “It has this rippled feel to it, and that was deliberate because the house is so linear and structural,” she says, noting that the feature also emulates the water. Crackled, pale blue backsplash tile in the kitchen reinforces that sentiment. The floor tile in the master bathroom resembles the cable knit of a fisherman’s sweater, and knotty oak accents throughout the house interpret the home’s rustic landscape.

The designer crafted a different narrative for the ground-level guesthouse. It’s a colorful extension of the owner’s art collection that includes pop art works by Ed Ruscha. “Color gives it some personality,” Jesberg says. “It doesn’t have the views, but it’s still a fun and light-filled space.” The structure opens into a courtyard that includes a large spa and bocce ball court. Landscape architect Corey Brooks transformed the flat area into a bas-relief of features that reach varying heights. He played to the narrow, rectangular space with a cedar-framed bocce court—a choice meaningful to the owner, who remembers playing the similar game of pétanque as a young exchange student in France. A few steps up from the court is a large spa with a prominent back wall and fountain. “To get the scale right, the spa had to have some substance so it would stand out from the garden,” Brooks says. “I did it to minimize its appearance as a hot tub and maximize its appearance as a water feature.”

Back on the main level, Jesberg ensured that her clients could enjoy the beach without ever having to step outside. She chose leather chairs in the living room, she says, “so you can just swivel around and get your binoculars out to watch the whales.” A furry chaise in the master bedroom provides a luxurious cradle from which to watch the waves crash beyond the deck. “It’s really about the tranquility,” Jesberg says. “You feel like you’re floating above the dunes—it’s a little compound in heaven.”

The post That Seaside Feeling: Enjoy The Beach Without Stepping Outside Of This California Abode appeared first on Luxe Interiors + Design.

Find The Joy In Curating Inspiration (And Goods) At Guesthouse In Seattle {Find The Joy In Curating Inspiration (And Goods) At Guesthouse In Seattle} – English

Find The Joy In Curating Inspiration (And Goods) At Guesthouse In Seattle {Find The Joy In Curating Inspiration (And Goods) At Guesthouse In Seattle} – English

The post Find The Joy In Curating Inspiration (And Goods) At Guesthouse In Seattle appeared first on Luxe Interiors + Design.


When an interior designer opens a retail shop, she doesn’t just offer curated goods but also a glimpse into what drives and delights her. Guesthouse founder Kate Sehulster launched her firm in Seattle in 2009 and was joined by designer Kaitlin McCague in 2014. Five years later they moved its headquarters to South Lake Union (2128 Westlake Ave.), combining workshop and retail space.

The shop itself is a launchpad for discovery, whether it be vintage furniture reimagined with a Kelly Wearstler fabric or a playful wallpaper perfect for reviving a drab accent wall. The rotating display of finds inspires clients, shoppers on the hunt for that perfect piece—and, of course, the Guesthouse team themselves.

PHOTO COURTESY GUESTHOUSE SEATTLE

The post Find The Joy In Curating Inspiration (And Goods) At Guesthouse In Seattle appeared first on Luxe Interiors + Design.

Find Sanctuary In A Colorado Family Compound Built For Outdoor Adventure {Find Sanctuary In A Colorado Family Compound Built For Outdoor Adventure} – English

Find Sanctuary In A Colorado Family Compound Built For Outdoor Adventure {Find Sanctuary In A Colorado Family Compound Built For Outdoor Adventure} – English

The post Find Sanctuary In A Colorado Family Compound Built For Outdoor Adventure appeared first on Luxe Interiors + Design.


When a Chicago couple with three children decided they wanted a lifestyle change, it set them on an adventure that landed them more than 1,000 miles away in the house of their dreams. “We realized we could live anywhere, as long as it was near an airport,” remembers the husband. “So, we started thinking about where that place would be.” Although they spent hours considering the ideal location, they kept coming back to Colorado, given the happy childhood memories the husband had of camping and skiing with his family in Steamboat Springs. As they researched the perfect town, all signs seemed to point to Boulder, Colorado. “It has everything we want—including access to nature and better weather,” the husband notes.

With their location determined, they set out to build their dream house. “We found a lot in an awesome neighborhood that offers both nature and a great community,” says the husband. “We wanted our kids to spend a ton of time outside, and this neighborhood has great access to trails.”

The next part of the adventure involved building a structure that made the most of the site while allowing the homeowners to live the family life they envisioned. Since they would be managing the project remotely, working with a team they could trust was key. “They were only on the job site a handful of times, and the trust they put in us was extraordinary,” says general contractor Tom Stanko. “Every person there knew the family had a lot of faith in us, and we did our best to give them the house they wanted.”

What that looked like was hard to categorize. The homeowners came to architects Dale Hubbard and Kim Cattau and residential designer Anna Slowey with the idea of a modern farmhouse. “The thing about that term is that it has been used so often, it can mean just about anything,” says Hubbard. “But after talking with the clients, we realized that what they wanted was a family compound on their land—something with deconstructed massing, like a group of buildings you’d find on a traditional farm. We also realized that they wanted ornament that was deliberate, utilitarian and almost industrial in feel.” Slowey notes that the choice of color palette and crisp details advance the concept of a modern farmhouse. “Everything is crisp and beautifully articulated,” she says. “We took the traditional idea of a black and white color palette and modified it a bit, nothing here is a true black—the dark color comes from blackened steel. It gives the house a clean, modern feel.”

The house became a U-shaped structure that, at first glance, resembles a cluster of buildings. In this configuration, one wing is for the bedrooms, the other is a guest suite and in between—or the bottom part of the U—is the public space comprising the entry and a combined great room, kitchen and dining room.

One of the forces that propelled this family from the Midwest to the mountains was a desire for their kids to live outside. With that in mind, Cattau says that the architects designed the house from the “inside out,” making access to the yard and the open spaces beyond priority. “We worked to make the volumes inside feel good, they are comfortable and flow together—it’s an easy space to be in,” she says. “But we also worked to make sure that all those rooms have access or sight lines to the yard and the hills.” In practice, this means that someone could get up from the kitchen table and walk unimpeded through the large sliding doors and into the pool, if they are so inclined. The same goes for the ground-level master suite.

The outdoor space, executed in concert with landscape architect Luke Sanzone, looks like a residential version of a mountain resort. After all, it contains the aforementioned pool, an in-ground spa, a generous lawn and a large fire pit all set against the backdrop of rolling mountains. But this is sophistication for all ages; the boulders surrounding the pool are set in a way that allows kids to climb and, most importantly, leap into the pool. “The home is designed with a series of little landing spots and places to retreat,” says Slowey. “The landscape is no different, it has very intentional destinations to gather. The whole backyard has a very fun feeling.”

It’s a feeling that flows upstairs to the kids’ rooms, which were crafted not only for rest, but for sleepovers with cousins who visit frequently. “We worked in collaboration with designer Megan Hudacky on all the rooms, and we wanted to make the boys’ room feel a bit like a sleepaway camp,” says Slowey. Adds Hubbard, “you could look at the entire project as a sanctuary.”

And after the stress of relocating, a sanctuary was what was called for. “To pack up and move like that was scary,” says the husband. “But it was so much fun to have the vision, and then execute it. Today we walk around in the house we dreamed about, and watch our kids enjoy it as we hoped.” This is one leap of faith that had a happy landing.

The post Find Sanctuary In A Colorado Family Compound Built For Outdoor Adventure appeared first on Luxe Interiors + Design.

Drinks And Decor Meet At This Austin Design Bar {Drinks And Decor Meet At This Austin Design Bar} – English

Drinks And Decor Meet At This Austin Design Bar {Drinks And Decor Meet At This Austin Design Bar} – English

jules design bar interior

Austin-based designer and retailer Julie Smith understands how well drinks pair with design. So in late 2018, she officially opened Jules Design Bar under the same roof as her studio, Julie Smith Design and Retail, serving up cocktails in a European-inspired atmosphere featuring crisp black and white details, crystal chandeliers, a long bar topped by a steel counter and sofa-style seating.

Now customers can browse a variety of edgy yet timeless offerings–including lighting, furniture, art and accessories–all while enjoying a signature “Jules” Old Fashioned, craft cocktail, whiskey or wine.

“I love our culture, the Jules Design Bar team and the crowd we have attracted, and I never take it for granted,” says Smith, who also offers design services. “My goal for the bar is to cultivate a culture of kindness and friendliness, with interesting people, events and retail–all paired with yummy and interesting libations.”

PHOTO: JULIA KEIM

The post Drinks And Decor Meet At This Austin Design Bar appeared first on Luxe Interiors + Design.

Listings Only SaaS Agreement

Last Updated: March 6, 2020

SOFTWARE AS A SERVICE AGREEMENT

This Software as a Service Agreement (“Agreement”), effective upon clicking “I Agree” by the Customer and providing access by the Provider (“Effective Date”), is between REALM LLC, a Wyoming limited liability company with offices located at P.O. Box 1440, Jackson, Wyoming (“Provider”) and [[AGENT’S or GROUP’S NAME]], with offices located at [[LOCATION]] (“Customer”). Provider wishes to offer Provider’s software-as-a-service (“SaaS”) to Customer and Customer desires access to the same, subject to the terms and conditions set forth in this Agreement. Accordingly, the parties agree as follows:

  1. Definitions. Terms not otherwise defined in this Agreement have the meanings ascribed below:

Access Credentials” means any user name, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Services. 

Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity or otherwise.

Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. As used in this paragraph, the term “control” means the power to cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or ownership of more than 50% of the voting securities of a Person.

Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement; and (ii) for whom access to the Services has been purchased hereunder.

Customer Data” means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly from Customer or an Authorized User by or through the Services, excluding Resultant Data.

Customer Systems” means the Customer’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services.

Documentation” means any manuals, instructions, or other documents or materials that the Provider provides or makes available to Customer in any form or medium and which describe the functionality, components, features, or requirements of the Services or Provider Materials, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.

GDPR” means General Data Protection Regulation, as passed and amended from time-to-time, by the European Union.

Harmful Code” means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data Processed thereby; or (b) prevent Customer or any Authorized User from accessing or using the Services or Provider Systems as intended by this Agreement. Harmful Code does not include any Provider Disabling Device.

Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

Losses” means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

Permitted Use” means any use of the Services by an Authorized User for the benefit of Customer in the ordinary course of its internal business operations.

Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association or other entity.

Personal Information” means information that Customer provides or for which Customer provides access to Provider, or information which Provider creates or obtains on behalf of Customer, in accordance with this Agreement that: (i) directly or indirectly identifies an individual (including, for example, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (ii) can be used to authenticate an individual. Customer’s business contact information is not by itself Personal Information.

Process” means to take any action or perform any operation or set of operations that the SaaS Services are capable of taking or performing on any data, information, or other content.

Provider Disabling Device” means any software, hardware, or other technology, device, or means (including any back door, time bomb, time out, drop dead device, software routine, or other disabling device) used by Provider or its designee to disable Customer’s or any Authorized User’s access to or use of the Services automatically with the passage of time or under the positive control of Provider or its designee.

Provider Materials” means the Services, Specifications, Documentation, and Provider Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans or reports, that are provided or used by Provider or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or Provider Systems. Provider Materials include Resultant Data and any information, data, or other content derived from Provider’s monitoring of Customer’s access to or use of the Services, but do not include Customer Data.

Provider Personnel” means all individuals involved in the performance of Services as employees, agents, or independent contractors of Provider or any Subcontractor.

Provider Systems” means the information technology infrastructure used by or on behalf of Provider in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Provider or through the use of third-party services.

Representatives” means, with respect to a party, that party’s and its Affiliates’ employees, officers, consultants, agents, independent contractors, service providers, sublicensees, subcontractors, and legal advisors.

Resultant Data” means data and information related to Customer’s use of the Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

Services” means the software-as-a-service offering described in Exhibit A.

Third-Party Materials” means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Provider.

  • Services.
    • Access and Use. Subject to the terms and conditions of this Agreement, Provider grants Customer a non-exclusive, non-transferable right to access and use the SaaS offering described in Exhibit A (“Services”), without the right to sub-license, during the Term, solely for use by Authorized Users, and use is limited to Customer’s internal use. Provider shall provide Access Credentials on the Effective Date. The total number of Authorized Users will not exceed the number set forth in Exhibit A, except as agreed in writing by the parties.
    • Documentation License. Provider grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Services.
    • Service and System Control. Except as otherwise expressly provided in this Agreement, Provider retains sole control over the operation, provision, maintenance and management of the Provider Materials. Customer retains sole control over the operation, maintenance, and management of, and all access to and use of, the Customer Systems, and sole responsibility for all access to and use of the Provider Materials by any Person by or through the Customer Systems or any other means controlled by Customer or any Authorized User, including any: (i) information, instructions, or materials provided by any of them to the Services or Provider; (ii) results obtained from any use of the Services or Provider Materials; and (iii) conclusions, decisions, or actions based on such use.
    • Reservation of Rights. Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services, Provider Materials, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Services, the Provider Materials, and the Third-Party Materials are and will remain with Provider and the respective rights holders in the Third-Party Materials.
    • Service Management. The Customer, throughout the Term, maintain within its organization a service manager to serve as such party’s primary point of contact for day-to-day communications, consultation, and decision-making regarding this Agreement. The service manager shall be responsible for providing all day-to-day consents and approvals on behalf of such party under this Agreement. Each Customer shall ensure its service manager has the requisite organizational authority, skill, experience, and other qualifications to perform in such capacity. The Customer shall provide timely written notice to the other party upon naming a new service manager.
    • Changes. Provider reserves the right to make changes to the Services or Provider Materials as Provider deems reasonably necessary. At any time during the Term, Customer may request in writing changes to the Services in Exhibit A, however any change will be effective only upon approval in writing by Provider.
    • Subcontractors. Provider may from time to time in its discretion engage third parties to perform Services (each, a “Subcontractor”).
    • Suspension or Termination of Services. Provider may, directly or indirectly, and by use of a Provider Disabling Device or any other lawful means, suspend, terminate, or otherwise deny Customer’s, any Authorized User’s, or any other Person’s access to or use of all or any part of the Services or Provider Materials, without incurring any resulting obligation or liability, if: (a) Provider receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Provider to do so; or (b) Provider reasonably believes: (i) Customer or any Authorized User has failed to comply with this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any instruction or requirement of the Specifications; (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities; or (iii) this Agreement expires or is terminated. This Section 2.8 does not limit any of Provider’s other rights or remedies, whether at law, in equity, or under this Agreement.
  • Use Restrictions; Service Usage and Data Storage.
    • 3.1.         Use Restrictions. Customer shall not, and shall not permit any other Person to, access or use the Services or Provider Materials except as expressly permitted by this Agreement and, in the case of Third-Party Materials, the applicable third-party license agreement.
    • For purposes of clarity and without limiting the generality of the foregoing, Customer shall not, except as this Agreement expressly permits:
      • copy, modify, or create derivative works or improvements of the Services or Provider Materials;
      • rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services or Provider Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;
      • reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services or Provider Materials, in whole or in part;
      • bypass or breach any security device or protection used by the Services or Provider Materials or access or use the Services or Provider Materials other than as an Authorized User through the use of his or her own then valid Access Credentials;
      • input, upload, transmit, or otherwise provide to or through the Services or Provider Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;
      • damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, Provider Systems, or Provider’s provision of services to any third party, in whole or in part;
      • remove, delete, alter, or obscure any trademarks, Specifications, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services or Provider Materials, including any copy thereof;
      • access or use the Services or Provider Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other Provider customer), or that violates any applicable Law;
      • access or use the Services or Provider Materials for purposes of competitive analysis of the Services or Provider Materials, the development, provision, or use of a competing software service or product or any other purpose that is to the Provider’s detriment or commercial disadvantage; or
      • otherwise access or use the Services or Provider Materials beyond the scope of the authorization granted under this Section 3.
  • Customer Obligations.
    • Customer Systems and Cooperation. Customer shall at all times during the Term: (a) set up, maintain, and operate in good repair and in accordance with the Specifications all Customer Systems on or through which the Services are accessed or used; (b) provide Provider Personnel with access to Customer’s premises and Customer Systems as necessary for Provider to perform the Services in accordance with this Agreement; and (c) provide all cooperation and assistance as Provider may reasonably request to enable Provider to exercise its rights and perform its obligations under and in connection with this Agreement.
    • Effect of Customer Failure or Delay. Provider is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer’s delay in performing, or failure to perform, any of its obligations under this Agreement (each, a “Customer Failure”).
    • Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity prohibited by Section 3, Customer shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services and Provider Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify Provider of any such actual or threatened activity.
    • Non-Solicitation. During the Term and for one year after, Customer shall not, and shall not assist any other Person to, directly or indirectly recruit or solicit (other than by general advertisement not directed specifically to any Person or Persons) for employment or engagement as an independent contractor any Person then or within the prior 12 months employed or engaged by Provider or any Subcontractor and involved in any respect with the Services or the performance of this Agreement. In the event of a violation of this Section 4.4, Provider will be entitled to liquidated damages equal to the compensation paid by Provider to the applicable employee or contractor during the prior 12 months.
  • Support Levels. The Services include Provider’s standard customer support services (“Support Services”) at the support levels Customer purchases, according to the Provider service support schedule identified at https://www.Agent.Realm-Global.com. Provider may amend this support schedule from time-to-time in its sole discretion. Customer may purchase enhanced support services separately at Provider’s then-current rates.
  • Data Backup. The Services do not replace the need for Customer to maintain regular data backups or redundant data archives. PROVIDER HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER DATA.
  • Security.
    • Provider Systems and Security Obligations. Each party will employ security measures in accordance with industry practice. Provider’s security measures and policies are as set forth on https://www.Agent.Realm-Global.com. (“Privacy and Security Policy”).
    • Data Breach Procedures. Provider maintains a data breach plan in accordance with the criteria set forth in Provider’s Privacy and Security Policy and shall implement the procedures required under such data breach plan on the occurrence of a “Data Breach” (as defined in such plan).
    • Customer Control and Responsibility. Customer has and will retain sole responsibility for: (a) all Customer Data, including its content and authorized use; (b) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (c) Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services (“Customer Systems”); (d) the security and use of Customer’s and its Authorized Users’ Access Credentials; and (e) all access to and use of the Services and Provider Materials directly or indirectly by or through the Customer Systems or its or its Authorized Users’ Access Credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.
    • Access and Security. Customer shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Services; and (b) control the content and use of Customer Data, including the uploading or other provision of Customer Data for Processing by the Services. 
  • Fees and Payment.

Fees. Customer shall pay Provider all fees set forth in Exhibit A, which is consideration for this Agreement.

  • Confidentiality.
    • Confidential Information. In connection with this Agreement each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). Subject to Section 9.2, “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as “confidential”. Without limiting the foregoing, all Provider Materials are the Confidential Information of Provider and the financial terms and existence of this Agreement are the Confidential Information of each of the parties.
    • Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party’s knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
    • Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:
      • not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;
      • except as may be permitted by and subject to its compliance with Section 9.4, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Section 9.3; and (iii) are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 9;
      • safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its sensitive information and in no event less than a reasonable degree of care; and
      • promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and take all reasonable steps to prevent further unauthorized use or disclosure; and
      • ensure its Representatives’ compliance with, and be responsible and liable for any of its Representatives’ non-compliance with, the terms of this Section 9.
      • Notwithstanding any other provisions of this Agreement, the Receiving Party’s obligations under this Section 9 with respect to any Confidential Information that constitutes a trade secret under any applicable Law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable Laws other than as a result of any act or omission of the Receiving Party or any of its Representatives.
    • Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 9.3; and (b) provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 9.4, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose.
  • Intellectual Property Rights.
    • Provider Materials. All right, title, and interest in and to the Provider Materials, including all Intellectual Property Rights therein, are and will remain with Provider and, with respect to Third-Party Materials, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Materials. Customer has no right, license, or authorization with respect to any of the Provider Materials except as expressly set forth in Section 2.1 or the applicable third-party license, in each case subject to Section 3.1. All other rights in and to the Provider Materials are expressly reserved by Provider. In furtherance of the foregoing, Customer hereby unconditionally and irrevocably grants and hereby assigns to Provider all right, title, and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto.
    • Customer Data. As between Customer and Provider, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in Section 10.4.
    • Provider Materials. As between Customer and Provider, Provider is and will remain the sole and exclusive owner of all right, title, and interest in and to all Provider Materials and Resultant Data, including all Intellectual Property Rights relating thereto, subject to the specific rights and permissions granted to Customer under this Agreement. Customer further acknowledges that: (a) the Resultant Data is an original compilation protected by United States copyright laws; (b) Provider has dedicated substantial resources to collect, manage and compile the Resultant Data; and (c) the Resultant Data constitutes trade secrets of Licensor. Customer further acknowledges and agrees that use of Resultant data and Provider Materials are restricted to use solely as they relate to the Customer’s business.  Any misappropriation or misuse of the resultant data or Provider Materials can be grounds for immediate termination as a material breach.
    • Consent to Use Customer Data. Customer hereby irrevocably grants all such rights and permissions in or relating to Customer Data as are necessary or useful to Provider, its Subcontractors, and the Provider Personnel to enforce this Agreement and exercise Provider’s, its Subcontractors’, and the Provider Personnel’s rights and perform Provider’s, its Subcontractors’, and the Provider Personnel’s obligations hereunder.
  • Representations and Warranties.
    • Mutual Representations and Warranties. Each party represents and warrants to the other party that:
      • it is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization;
      • it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement;
      • the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such party; and
      • when executed and delivered by both parties, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.
    • Additional Provider Representations, Warranties, and Covenants. Provider represents, warrants, and covenants to Customer that Provider will perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet its obligations under this Agreement. Provider agrees to comply with all applicable laws relating to data privacy.
    • Additional Customer Representations, Warranties, and Covenants. Customer represents, warrants, and covenants to Provider that Customer owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Data so that, as received by Provider and Processed in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any applicable Law. Customer agrees to comply with all applicable laws relating to data privacy.
    • DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 11.1 AND SECTION 11.2, ALL SERVICES AND PROVIDER MATERIALS ARE PROVIDED “AS IS.” PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR PROVIDER MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.
  • Indemnification.
    • Provider Indemnification. Provider shall indemnify, defend, and hold harmless Customer and Customer’s officers, directors, employees, agents, permitted successors and assigns (each, a “Customer Indemnitee”) from and against any and all Losses incurred by the Customer Indemnitee resulting from any Action by a third party (other than an Affiliate of a Customer Indemnitee) that Customer’s or an Authorized User’s use of the Services (excluding Customer Data and Third-Party Materials) in accordance with this Agreement (including the Specifications) infringes or misappropriates such third party’s Intellectual Property Rights. The foregoing obligation does not apply to the extent that the alleged infringement arises from:
      • Third-Party Materials or Customer Data;
      • access to or use of the Provider Materials in combination with any hardware, system, software, network, or other materials or service not provided by Provider or specified for Customer’s use in the Documentation;
      • modification of the Provider Materials other than: (i) by or on behalf of Provider; or (ii) with Provider’s written approval in accordance with Provider’s written specification;
      • failure to timely implement any modifications, upgrades, replacements, or enhancements made available to Customer by or on behalf of Provider; or
      • act, omission, or other matter described in Section 12.2.1, Section 12.2.2, Section 12.2.3, or Section 12.2.4, whether or not the same results in any Action against or Losses by any Provider Indemnitee.
    • Customer Indemnification. Customer shall indemnify, defend, and hold harmless Provider and its Subcontractors and Affiliates, and each of its and their respective officers, directors, employees, agents, successors, and assigns (each, a “Provider Indemnitee”) from and against any and all Losses incurred by such Provider Indemnitee resulting from any Action by a third party (other than an Affiliate of a Provider Indemnitee) arising out of or resulting from, or are alleged to arise out of or to result from:
      • Customer Data, including any Processing of Customer Data by or on behalf of Provider in accordance with this Agreement;
      • any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Customer or any Authorized User, including Provider’s compliance with any specifications or directions provided by or on behalf of Customer or any Authorized User to the extent prepared without any contribution by Provider;
      • allegation of facts that, if true, would constitute Customer’s breach of any of its representations, warranties, covenants, or obligations under this Agreement; or
      • negligence or more culpable act or omission (including recklessness or willful misconduct) by Customer, any Authorized User, or any third party on behalf of Customer or any Authorized User, in connection with this Agreement.
    • Indemnification Procedure. Each party shall promptly notify the other party in writing of any Action for which such party believes it is entitled to be indemnified pursuant to Section 12.1 or Section 12.2, as the case may be. The party seeking indemnification (the “Indemnitee”) shall cooperate with the other party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such Action, the Indemnitee shall have the right, but no obligation, to defend against such Action, including settling such Action after giving notice to the Indemnitor, in each case in such manner and on such terms as the Indemnitee may deem appropriate. The Indemnitee’s failure to perform any obligations under this Section 12.3 will not relieve the Indemnitor of its obligations under this Section 12, except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure.
    • Mitigation. If any of the Services or Provider Materials are, or in Provider’s opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if Customer’s or any Authorized User’s use of the Services or Provider Materials is enjoined or threatened to be enjoined, Provider may, at its option and sole cost and expense:
      • obtain the right for Customer to continue to use the Services and Provider Materials materially as contemplated by this Agreement;
      • modify or replace the Services and Provider Materials, in whole or in part, to seek to make the Services and Provider Materials (as so modified or replaced) non-infringing, while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute Services and Provider Materials, as applicable, under this Agreement; or
      • by written notice to Customer, terminate this Agreement and require Customer to immediately cease any use of the Services and Provider Materials or any specified part or feature thereof, provided that if such termination occurs prior to 1 year after the Effective Date, subject to Customer’s compliance with its post-termination obligations set forth in Section 14.4, Customer will be entitled to a refund of any amounts paid prior to the termination date and covering periods occurring after the termination date.
    • Sole Remedy. THIS SECTION 12 SETS FORTH CUSTOMER’S SOLE REMEDIES AND PROVIDER’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES AND PROVIDER MATERIALS OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
  • Limitations of Liability.
    • EXCLUSION OF DAMAGES. IN NO EVENT WILL PROVIDER OR ANY OF ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
    • CAP ON MONETARY LIABILITY. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF PROVIDER ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
  • Term and Termination.
    • Initial Term. The initial term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant any of the Agreement’s express provisions, will continue in effect until 1 year from the Effective Date (“Initial Term”).
    • Termination. In addition to any other express termination right set forth elsewhere in this Agreement:
      • Provider may terminate this Agreement, effective on written notice to Customer, if Customer: (i) fails to pay any amount when due hereunder, and such failure continues more than 30 days after Provider’s delivery of written notice thereof; or (ii) breaches any of its obligations under Section 3.1, Section 7 or Section 9;
      • Provider may terminate this Agreement for convenience, upon written notice of not less than 60 days to Customer;
      • either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach; and
      • either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
    • Effect of Termination or Expiration. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement:
      • all rights, licenses, consents, and authorizations granted by either party to the other hereunder will immediately terminate;
      • Provider shall immediately cease all use of any Customer Data or Customer’s Confidential Information and (i) promptly return to Customer, or at Customer’s written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on Customer Data or Customer’s Confidential Information; and (ii) permanently erase all Customer Data and Customer’s Confidential Information from all systems Provider directly or indirectly controls (but Provider’s obligations under this Section 14.4.2 do not apply to any Resultant Data);
      • Customer shall immediately cease all use of any Services or Provider Materials and (i) promptly return to Provider, or at Provider’s written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on any Provider Materials or Provider’s Confidential Information; and (ii) permanently erase all Provider Materials and Provider’s Confidential Information from all systems Customer directly or indirectly controls; and (iii) certify to Provider in a signed written instrument that it has complied with the requirements of this Section 14.4.3;
      • notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control: (i) the Receiving Party may retain the Disclosing Party’s Confidential Information; and (ii) Provider may retain Customer Data in its then-current state and solely to the extent and for so long as required by applicable Law; (iii) Provider may also retain Customer Data in its backups, archives, and disaster recovery systems until such Customer Data is deleted in the ordinary course; and (v) all information and materials described in this Section 14.4.4 will remain subject to all confidentiality, security, and other applicable requirements of this Agreement;
      • Provider may disable all Customer and Authorized User access to the Provider Materials;
      • if Customer terminates this Agreement pursuant to Section 14.3.2, Customer will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and Provider will refund to Customer Fees paid in advance for Services Provider has not performed as of the effective date of termination.
      • if Provider terminates this Agreement pursuant to Section 14.3.1 or Section 14.3.3, all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Customer shall pay such Fees, together with all previously-accrued but not yet paid Fees, on receipt of Provider’s invoice therefor.
    • Surviving Terms. The provisions set forth in the following sections, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: Section 3.1, Section 9, Section 11.4, Section 12, Section 13, Section 14.4, this Section 14.5, and Section 15.
  • Miscellaneous.
    • Further Assurances. On a party’s reasonable request, the other party shall, at the requesting party’s sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, as may be necessary to give full effect to this Agreement.
    • Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
    • Public Announcements. Neither party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or, unless expressly permitted under this Agreement, otherwise use the other party’s trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior written consent of the other party, which consent shall not be unreasonably withheld, provided, however, that Provider may, without Customer’s consent, include Customer’s name and other indicia in its lists of Provider’s current or former customers of Provider in promotional and marketing materials.
    • Notices. Any notice, request, consent, claim, demand, waiver or other communications under this Agreement have legal effect only if in writing and addressed to a party as follows (or to such other address or such other person that such party may designate from time to time in accordance with this Section 15.4):
If to Provider:   P.O. Box 1440 Jackson, WY 83001 Email: Concierge@realm-global.com Attention: Notifications
If to Customer:   [[AGENT or GROUP NAME]] [[LOCATION]]                                                                                                                                    

Notices sent in accordance with this Section 15.4 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by email (in each case, with confirmation of transmission), if sent during the addressee’s normal business hours (and on the next business day, if sent after the addressee’s normal business hours); and (d) on the fourth day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.

  1. Interpretation. For purposes of this Agreement: (a) the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (x) to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments, and appendices attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.
    1. Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
    1. Entire Agreement. This Agreement, together with any documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related exhibits, schedules, attachments, and appendices and any other documents incorporated herein by reference, the following order of precedence governs: (a) first, this Agreement, excluding its exhibits, schedules, attachments, and appendices; (b) second, the exhibits, schedules, attachments, and appendices to this Agreement as of the Effective Date; and (c) third, any other documents incorporated herein by reference.
    1. Assignment. Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Provider’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation, or reorganization involving Customer (regardless of whether Customer is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance under this Agreement for which Provider’s prior written consent is required. No assignment, delegation, or transfer will relieve Customer of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 15.8 is void. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and permitted assigns.
    1. Force Majeure.
      1. No Breach or Default. In no event will either party be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments), when and to the extent such failure or delay is caused by any circumstances beyond such party’s reasonable control (a “Force Majeure Event”), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of Law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota, or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. Either party may terminate this Agreement if a Force Majeure Event affecting the other party continues substantially uninterrupted for a period of 30 days or more.
      1. Affected Party Obligations. In the event of any failure or delay caused by a Force Majeure Event, the affected party shall give prompt written notice to the other party, stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.
    1. Third-Party Beneficiaries.

a) Except as set forth in Section 15.10 a) below, this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

b) The parties hereby designate Realm IP LLC as third-party beneficiaries of this Agreement having the right to enforce it in its entirety.

  1. Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    1. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    1. Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Wyoming without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Wyoming. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Wyoming in each case located in the city of Jackson and County of Teton, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.
    1. Equitable Relief. Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 9 or, in the case of Customer, Section 3.1, Section 4.3, Section 7 or Section 9, would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
    1. Attorneys’ Fees. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either party against the other party arising out of or related to this Agreement, the prevailing party is entitled to recover its actual attorneys’ fees and court costs from the non-prevailing party.
    1. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by email is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.


EXHIBIT A

Collaborative Matching Platform (CMP)-AGENT is an annual renewal subscription service curated for an individual agent wishing to generate higher quality relationships with potential clients. With CMP-AGENT, you’ll have access to CMP Intelligence and effective customer support:

  • Sized for 1 agent
  • Access to CMP Intelligence
  • Access to client information from proprietary database
  • Unlimited clients & client profiles
  • Unlimited qualified buyer matches
  • Access to proprietary content and analytics
  • Data feed integration
  • Prioritized support

$1,100 / listing

Confidentiality Agreement Mutual Non-Member

Mutual Confidentiality Agreement

This Mutual Confidentiality Agreement (the “Agreement“), effective as of {DATE} (the “Effective Date“), is entered into by and between Realm LLC, a Wyoming limited liability company having its principal place of business at P.O. Box 1440, Jackson , Wyoming 83001 and [ ], State description [TYPE of ENTITY] having its principal place of business at {STREET ADDRESS}, {CITY}, {STATE} {ZIP CODE} (together, the “Parties,” and each, a “Party“).

WHEREAS, in connection with evaluation of potential business arrangements between the Parties (the “Purpose“), the Parties desire to share certain information that is non-public, confidential, or proprietary in nature.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set out herein, the Parties agree as follows:

1. Confidential Information. Except as set out in Section 2 below, “Confidential Information” means all non-public, confidential, or proprietary information disclosed before, on, or after the Effective Date, by either Party (a “Disclosing Party“) to the other Party (a “Recipient“) or its affiliates, or to any of such Recipient’s or its affiliates’ employees, officers, directors, partners, shareholders, agents, attorneys, accountants, or advisors (collectively, “Representatives“), whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” including, without limitation:

(a) all information concerning the Disclosing Party’s and its affiliates’, and their customers’, suppliers’, and other third parties’ past, present, and future business affairs including, without limitation, finances, customer information, supplier information, products, services, organizational structure and internal practices, forecasts, sales and other financial results, records and budgets, and business, marketing, development, sales, and other commercial strategies;

(b) the Disclosing Party’s unpatented inventions, ideas, methods, and discoveries, trade secrets, know-how, unpublished patent applications, and other confidential intellectual property;

(c) all designs, specifications, documentation, components, source code, object code, images, icons, audiovisual components and objects, schematics, drawings, protocols, processes, and other visual depictions, in whole or in part, of any of the foregoing;

(d) any third-party confidential information included with, or incorporated in, any information provided by the Disclosing Party to the Recipient or its Representatives; and

(e) all notes, analyses, compilations, reports, forecasts, studies, samples, data, statistics, summaries, interpretations, and other materials (the “Notes“) prepared by or for

the Recipient or its Representatives that contain, are based on, or otherwise reflect or are derived from, in whole or in part, any of the foregoing.

2. Exclusions from Confidential Information. Except as required by applicable federal, state, or local law or regulation, the term “Confidential Information” as used in this Agreement shall not include information that:

(a) at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of, directly or indirectly, any violation of this Agreement by the Recipient or any of its Representatives;

(b) at the time of disclosure is, or thereafter becomes, available to the Recipient on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information to the Recipient by a contractual obligation to the Disclosing Party;

(c) was known by or in the possession of the Recipient or its Representatives, as established by documentary evidence, before being disclosed by or on behalf of the Disclosing Party under this Agreement; or

(d) was or is independently developed by the Recipient, as established by documentary evidence, without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information.

3. Recipient Obligations. The Recipient shall:

(a) protect and safeguard the confidentiality of all such Confidential Information with at least the same degree of care as the Recipient would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care;

(b) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than the Purpose or any related transactions between the Parties, or otherwise in any manner to the Disclosing Party’s detriment, including without limitation, to reverse engineer, disassemble, decompile, or design around the Disclosing Party’s proprietary services, products, and/or confidential intellectual property;

(c) not disclose any such Confidential Information to any person or entity, except to the Recipient’s Representatives who:

(i) need to know the Confidential Information to assist the Recipient, or act on its behalf, in relation to the Purpose or to exercise its rights under the Agreement;

(ii) are informed by the Recipient of the confidential nature of the Confidential Information; and

(iii) are subject to confidentiality duties or obligations to the Recipient that are no less restrictive than the terms and conditions of this Agreement; and

(d) be responsible for any breach of this Agreement caused by any of its Representatives.

4. Additional Confidentiality Obligations. Except as required by applicable federal, state, or local law or regulation, or otherwise as mutually agreed in writing by the Parties, neither Party shall itself disclose, nor permit any of its Representatives to disclose to any person:

(a) that the Confidential Information has been made available to it or its Representatives, or that it has inspected any portion of the Confidential Information;

(b) that discussions or negotiations may be, or are, underway between the Parties regarding the Confidential Information or the Purpose, including the status thereof; or

(c) any terms, conditions, or other arrangements that are being discussed or negotiated in relation to the Confidential Information or the Purpose.

5. Required Disclosure. Any Disclosure by the Recipient or its Representatives of any of the Disclosing Party’s Confidential Information under applicable federal, state, or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction (a “Legal Order“) shall be subject to the terms of this Section. Before making any such disclosure, the Recipient shall make commercially reasonable efforts to provide the Disclosing Party with:

(a) prompt written notice of such requirement so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and

(b) reasonable assistance, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.

If, after providing such notice and assistance as required herein, the Recipient remains subject to a Legal Order to disclose any Confidential Information, the Recipient (or its Representatives or other persons to whom such Legal Order is directed) shall disclose no more than that portion of the Confidential Information which, on the advice of the Recipient’s legal counsel, such Legal Order specifically requires the Recipient to disclose and, on the Disclosing Party’s request, shall use commercially reasonable efforts to obtain assurances from the applicable court or agency that such Confidential Information will be afforded confidential treatment.

6. Return or Destruction of Confidential Information. At any time during or after the term of this Agreement, at the Disclosing Party’s written request, the Recipient and its Representatives shall promptly return to the Disclosing Party all copies, whether in written, electronic, or other form or media, of the Disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. In addition, the Recipient shall also destroy all copies of any Notes created by the Recipient or its Representatives and certify in writing to the Disclosing Party that such copies have been destroyed. Notwithstanding the foregoing, the Recipient may retain copies of Confidential Information that are stored on the Recipient’s IT backup and disaster recovery systems until the ordinary course deletion thereof. The Recipient shall continue to be bound by the terms and conditions of this Agreement with respect to such retained Confidential Information.

7. Term and Termination. The term of this Agreement shall commence on the Effective Date and shall expire 3 years from the Effective Date, provided that either Party may terminate this Agreement at any time by providing written notice to the other Party. Notwithstanding anything to the contrary herein, each Party’s rights and obligations under this Agreement shall survive any expiration or termination of this Agreement for a period of 3 years from the date of such expiration or termination, even after the return or destruction of Confidential Information by the Recipient.

8. No Representations or Warranties. Neither the Disclosing Party nor any of its Representatives make any representation or warranty, expressed or implied, as to the accuracy or completeness of the Confidential Information disclosed to the Recipient hereunder. Neither the Disclosing Party nor any of its Representatives shall be liable to the Recipient or any of its Representatives relating to or resulting from the Recipient’s use of any of the Confidential Information or any errors therein or omissions therefrom.

9. No Transfer of Rights, Title, or Interest. Each Party hereby retains its entire right, title, and interest, including all intellectual property rights, in and to all of its Confidential Information. Any disclosure of such Confidential Information hereunder shall not be construed as an assignment, grant, option, license, or other transfer of any such right, title, or interest whatsoever to the Recipient or any of its Representatives.

10. No Other Obligation. The Parties agree that neither Party shall be under any legal obligation of any kind whatsoever, or otherwise be obligated to enter into any business or contractual relationship, investment, or transaction, by virtue of this Agreement, except for the matters specifically agreed to herein. Either Party may at any time, at its sole discretion with or without cause, terminate discussions and negotiations with the other Party, in connection with the Purpose or otherwise.

11. Remedies. Each Party acknowledges and agrees that money damages might not be a sufficient remedy for any breach or threatened breach of this Agreement by such Party or its Representatives. Therefore, in addition to all other remedies available at law (which neither Party waives by the exercise of any rights hereunder), the non-breaching Party shall be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any such breach or threatened breach, and the Parties hereby waive any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such claim.

12. Governing Law, Jurisdiction, and Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wyoming without giving effect to any choice or conflict of law provision or rule (whether of the State of Wyoming or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Wyoming. Any legal suit, action, or proceeding arising out of or related to this Agreement or the matters contemplated hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Wyoming in each case located in the city of Casper and County of Natrona, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding and waives any objection based on improper venue or forum non conveniens. Service of process, summons, notice, or other document by mail to such Party’s address set out herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.

13. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the 4 day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses set out on the first page of this Agreement (or to such other address that may be designated by a Party from time to time in accordance with this Section).

14. Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties regarding the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party hereto.

15. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

16. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

17. Assignment. Neither Party may assign any of its rights hereunder without the prior written consent of the other Party. Any purported assignment in violation of this Section shall be null and void. No assignment shall relieve the assigning Party of any of its obligations hereunder. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

18. Waivers. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set out in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the Effective Date.

REALM LLC

By

_____________________ Name:
Title:
By

_____________________ Name:
Title:

Membership Agreement

[DEV CMS]

COLLECTIVE MEMBERSHIP AND TRADEMARK LICENSE AGREEMENT

Last updated: October 24th 2019

This collective membership and trademark license agreement (this “Agreement”) is made effective upon clicking “I Agree” by the Member / Licensee and upon providing access to the member portal by Company (“Effective Date”), by and between Realm, LLC a Wyoming limited liability company with an address at P.O. Box 1440, Jackson Wyoming, 83001 (“the Company”), and [[AGENT’S NAME]] (“Member” and/or “Licensee”).

WHEREAS, the Company has created a collective known as The Realm (“The REALM” and/or “Membership”), in furtherance of a purpose to promote collaboration between members and provide access to technology and services to optimize the unique experiences, lifestyles and passions of high net worth clients and customers, has developed a Membership logo which it desires to be used by its members in conjunction with the word “Member” as a collective membership mark (the “Mark”, a copy of which is attached hereto in the Attachment to this Agreement);

WHEREAS, the Licensee, is desirous of becoming a member in good standing of the Membership and is desirous of having the right to use the Mark as set forth in this Agreement; and

WHEREAS, the parties hereto desire to record their understandings with respect to standards of conduct as a member of The REALM and the Licensee’s use of the Mark.

NOW, THEREFORE, in consideration of the mutual promises contained herein and good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Membership. Membership in The REALM is open to any agent, broker or similar professional seeking mutual collaboration to match high-value assets with interested parties based on lifestyle attributes of each entity and each party. The member shall maintain an active license as an authorized user of the collaborative matching platform software as a service product. The member further agrees to:

  1. a)  provide the following information;
    • If a Brokerage • Brokerage name, address and email
      • Brokerage contact(s) name, address and email
      • Brokerage main office location
      • Brokerage Logo
      • Agent roster – contact information for all agents under brokerage
      • Agent roster – those who leave the team – notify the concierge
      • Agent roster / individuals assigned to teams and locations
      • Automated Listings integration / feed URL
    • If an Agent or Agents
      • Agent(s) name, address and email • Agent(s) contact name, address and email • Automated Data integration / feed URL
  2. b)  be licensed by a recognized regulatory body in the member’s identified market and be in good standing with said regulatory body;
  3. c)  be, or be affiliated with a brokerage approved by The REALM Agent Advisory Board;
  4. d)  submit to periodic review and approval by The REALM Agent Advisory Board;
  1. e)  maintain and submit, upon request, a log of engagement and utilization of services and technology associated with The REALM including access logs to the Collaborative Matching Platform offered by Realm LLC;
  2. f)  accept a Confidentially and Non-disclosure agreement related to technologies in Exhibit B;
  3. g)  abide by REALM® Collective and Certification Marks Use and Protection Requirements in Exhibit C; and
  4. h)  adhere to The REALM code of conduct.

Member acknowledges and agrees that membership in The REALM pursuant to the terms described in this Agreement confers absolutely no membership, equity holder, stakeholder or other interest in Realm, LLC.

2. Fees and Payment.

2.1. Taxes. To the maximum extent possible, Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider’s income. In instances in which sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind are imposed by any federal, state, or local governmental or regulatory authority on the Provider due to Services rendered, those Fees will be conveyed to the Customer.

2.2. Fees and Payment. Customer shall pay Provider all fees set forth in Exhibit A (“Services and Fees”) within 15 days after the date of the invoice or agreeing to this Agreement, whichever is sooner, in U.S. dollars. Customer shall make payments to the address or account specified in Exhibit A or such other address or account as Provider may specify in writing from time-to-time.

2.3. Late Payment. If Customer fails to make any payment when due then, in addition to all other remedies that may be available:

2.3.1. Provider may charge interest on the past due amount at the rate of 1.5% per month, calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable

Law;
2.3.2. Customer shall reimburse Provider for all costs incurred by Provider in collecting any

late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and

2.3.3. if such failure continues for 10 business days following written notice thereof, Provider may suspend performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Customer or any other Person by reason of such suspension.

2.4. No Deductions or Setoffs. All amounts payable to Provider under this Agreement shall be paid by Customer to Provider in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason.

2.5. Fee Increases. Provider may increase Fees no more than once annually for any contract year after the first contract year of the Term, including any contract year of any Renewal Term, by providing written notice to Customer at least 90 calendar days prior to the commencement of the applicable Renewal Term, and Exhibit A will be deemed amended accordingly.

2.6. Audits.
2.6.1. Audit Procedure. Provider or its nominee (including its accountants and auditors) may, upon notice of not less than 10 business days, inspect and audit Customer’s use of the Services under this Agreement at any time during the Term and for 1 year following the termination or earlier expiration of this Agreement. All audits will be conducted during regular business hours, and no more frequently than once in any 12-month period. Customer shall make available all such books, records, equipment, information, and personnel, and provide all such cooperation and assistance, as may reasonably be requested by or on behalf of Provider with respect to such audit. Provider shall only examine information related to Customer’s use of the Software.

2.6.2. Cost and Results of Audit. If the audit determines that Customer’s use of the Services exceeded the usage permitted by this Agreement by more than 10 %, Customer shall pay to Provider all amounts due for such excess use of the Software, plus interest on such amounts, as calculated pursuant to this Section 8. If the audit determines that such excess use equals or exceeds 20% of Customer’s permitted level of use, Customer shall also pay to Provider all costs incurred by Provider in conducting the audit. Customer shall make all payments required under this Section 8.6 within 30 days of the date of written notification of the audit results.

3. License. Subject to the terms and conditions set forth in this Agreement, and only so long as Licensee shall remain a Member in good standing of the Membership, the Membership grants to the Licensee a non-exclusive right and license to use the Mark on the Licensee’s letterheads, correspondence, and advertising and promotional materials to indicate that the Licensee is a member of the REALM membership (“Permitted Uses”). The Licensee acknowledges that this license is personal to the Licensee. Neither the license, nor any rights under the license, may be transferred, assigned, or sublicensed to third parties. The Licensee’s parents, subsidiaries, and affiliated entities are not authorized to use the Mark.

4. Non-Permitted Uses. The Licensee shall not use the Mark on any product or product packaging, nor in any manner that suggests or implies, directly or indirectly, that the Membership approves, certifies, or endorses any product or practice of the Licensee inconsistent with this Agreement. The Mark may not be used in any manner that disparages the Membership or the Membership’s members, products, or services. Neither the Mark nor any portion of the Mark may be displayed as a feature or design element of any other mark. The Membership has the right from time to time to request samples of the Licensee’s use of the Mark, which the Licensee shall provide to the Membership within ten (10) business days of the request, to confirm that the use of the Mark is consistent with this Agreement.

5. Display of the Mark. The Licensee will not alter, delete, or amend the Mark except with respect to size and/or removal of color and in each case consistent with provided style guidelines and the trademark use and protection requirements in Exhibit C. The Licensee’s use of the Mark will be of such size as to permit legibility of the wording. The Licensee may use the colors set forth in the style guidelines or may use black, white, and shades of gray. Licensee may only use the entire Mark as shown in the Attachment and in particular may not display or use the design portion of the Mark as a description of services or products. The Licensee shall display appropriate symbols of the Membership’s ownership of the Mark (i.e., ® and TM, as appropriate) with the Mark. If the Mark is displayed on the Licensee’s website, the Mark must be an active link to the Membership’s then-current homepage (which currently is https://www.realm-global.com; the “ALT” tag must read “The REALM”.

6. Ownership of the Mark. The Licensee acknowledges the ownership of the Mark by Realm LLC and agrees that it will do nothing inconsistent with such ownership, and agrees that all uses of the Mark by the Licensee shall inure to the benefit of the Membership. The Licensee agrees that nothing in this Agreement shall give the Licensee any right, title, or interest in the Mark other than the right to use the Mark in accordance with this Agreement, and the Licensee agrees that it will not attack the ownership or title of the Membership to the Mark and will not attack the validity of this Agreement. Moreover, the Licensee shall not at any time knowingly do or cause to be done any act or thing which will directly or indirectly adversely affect the status or character of the Mark as a trademark or collective membership mark.

7. Term and Termination of Agreement.
7.1 Initial Term. The initial term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant any of the Agreement’s express provisions, will continue in effect until 1 year from the Effective Date (“Initial Term”).

7.2 Renewal Term. This Agreement will automatically renew for additional yearly terms unless earlier terminated pursuant to this Agreement’s express provisions or either party gives the other party written notice of non-renewal at least 60 days prior to the expiration of the then-current term (each, a “Renewal Term” and collectively, together with the Initial Term, the “Term”).

7.3 Termination: This Agreement will terminate automatically if the Licensee ceases to be a Member of the Membership in good standing. The Membership reserves the right to terminate this Agreement if, in the sole opinion of the Membership, the Licensee: (i) misuses the Mark; (ii) uses the Mark in such a manner as will likely mislead or deceive the public or purchasers; (iii) fails to adhere to the Membership’s Code of Ethics and Professional Responsibility; or (iv) fails to comply with any term of this Agreement or any federal, state, or local law, regulation or ordinance. Upon termination or cancellation of this Agreement for any reason, the License shall cease, and Licensee shall immediately cease the use or distribution of any materials containing the Mark.

8. Assistance in Policing of the Mark. In the event that any infringement, threatened infringement, or misuse of the Mark by any third party is brought to the attention of the Licensee, the Licensee shall notify the Membership as soon as possible of all the facts known, or readily available, to it relating to such infringement, threat of infringement, or misuse. In such event, the Licensee shall provide all information and assistance in its power to assist the Membership in any action, suit, or other proceeding, relating to such infringement, threatened infringement, or misuse; provided, however, that the institution and maintenance of litigation or other proceedings in connection therewith shall at all times be at the sole discretion and expense of the Membership.

9. Assistance in Maintenance of the Mark. The Licensee shall assist the Membership (at the Membership’s sole expense) in maintaining the Mark as a valid and subsisting collective membership mark, in supplying any records, documents, or material requested by the Membership in connection with applications by the Membership for the registration of the Mark, and in preserving and supporting in valid and enforceable condition any and all registrations thereof

10. Use of Similar Marks. The Licensee acknowledges and agrees that it shall not at any time, either during the term of this Agreement or thereafter, adopt or use any trademark, service mark, collective membership mark, trade name, business style, or form advertisement of such similarity to the Mark that such use of such other mark would be likely to cause confusion, mistake or deception with the Mark.

11. Indemnification. The Licensee will indemnify and hold harmless the Membership, its officers, directors, and staff against any and all claims, judgments, actions, losses, settlements, expenses or costs of any sort (including reasonable attorneys’ fees) (collectively “Claims”) arising out of the Licensee’s use of the Mark (excepting Claims that the Mark infringes another mark). This Section 9 shall survive the termination of this Agreement.

12. Further Assurances. Each party shall execute and deliver such further assurances as may be reasonably requested by the other party to fully effectuate the provisions and intent of the license described herein.

13. Injunctive Relief. The Licensee acknowledges and agrees that compliance with the terms of this Agreement is necessary to protect the goodwill and other proprietary interests of the Membership and that a breach of this Agreement by the Licensee would result in irreparable and continuing harm to the Membership for which there would be no adequate remedy at law. Accordingly, the Licensee agrees that in the event of any breach of this Agreement: (i) the Membership shall be entitled to injunctive relief and/or specific performance; (ii) the Licensee shall not oppose such relief on the grounds that there is an adequate remedy at law; and (iii) such equitable remedy shall be cumulative and in addition to any other remedies at law or in equity (including monetary damages) which may be available to the Membership. The provisions of this Section 11 shall survive the termination of this Agreement.

14. Confidentiality. By agreeing to this Agreement, each member shall agrees to abide by the attached Confidentially Agreement attached as Exhibit B.

15. Governing Law and Jurisdiction. This Agreement shall be governed and construed in accordance with the laws of the State of Wyoming, excluding principles of conflicts of laws, and the United States of America. Any action arising under this Agreement shall be brought in the courts of Wyoming and both parties’ consent to the jurisdiction of those courts.

EXHIBIT A

Collaborative Matching Platform (CMP)-AGENT is an annual renewal subscription service curated for an individual agent wishing to generate higher quality relationships with potential clients. With CMP-AGENT, you’ll have access to CMP Intelligence, the full REALM member network (including unlimited listing, client, and qualified buyer information), member-only events, a data feed integration, and effective customer support:

  • Sized for 1 agent
  • Access to CMP Intelligence
  • Access to REALM member network
  • Access to REALM events
  • Unlimited listings
  • Access to client information from proprietary database
  • Unlimited clients & client profiles
  • Unlimited qualified buyer matches
  • Access to proprietary content and analytics
  • Data feed integration
  • Prioritized support $5,000, billed annually or $500 billed monthly CMP-Team is an annual renewal subscription service for relationship-focused teams. Similar to CMP-AGENT, with CMP-Team you’ll have access to CMP Intelligence, the full REALM member network (including unlimited listing, client, and qualified buyer information), member-only events, a data feed integration, and effective customer support. REALM Team is designed for multiple agents under one brokerage wishing to utilize REALM:
  • Sized for 2-8 agent-teams
  • Access to CMP Intelligence
  • Access to REALM member network
  • Access to REALM events
  • Unlimited listings
  • Access to client information from proprietary database
  • Unlimited qualified buyer matches
  • Access to proprietary content and analytics
  • Data feed integration
  • Prioritized support For 2-4 agents – $10,000, billed annually or $1,000 billed monthly For 5-8 agents – $15,000, billed annually or $1,500 billed monthly CMP-Team XL is an enterprise solution for large scale teams. To qualify for CMP-Team XL, your team must have no less than 9 members. With a CMP-Team XL, your team will have access to CMP Intelligence, the full REALM member network (including unlimited listing, client, and qualified buyer information), member-only events, a data feed integration, and effective customer support:
  • Sized for 9+ agent-teams
  • Access to CMP Intelligence
  • Access to REALM member network
  • Access to REALM events
  • Access to client information from proprietary database
  • Unlimited listings
  • Unlimited clients & client profiles
  • Unlimited qualified buyer matches
  • Access to proprietary content and analytics
  • Data feed integration
  • Prioritized support For CMP-Team XL pricing, please contact us at concierge@realm-global.com.

Exhibit B

Confidentiality Agreement

This Confidentiality Agreement (the “Agreement”), effective as of execution of The REALM membership Agreement (the “Effective Date”), is entered into by and between Realm LLC, a Wyoming limited liability company (“the Company’) with an address at PO Box 1440, Jackson Wyoming 83001, and [[AGENT’S or GROUP’S NAME]] a (“Member”) (together, the “Parties”, and each, a “Party”).

WHEREAS, in connection with joining THE REALM (the “Purpose”), the Parties desire to share certain information that is non-public, confidential or proprietary in nature.

WHEREAS, the Parties wish to protect and preserve the confidentiality of such information.

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Confidential Information. Except as set out in Section 2 below, “Confidential Information” means all non- public, confidential or proprietary information disclosed. before, on or after the Effective Date, by either Party (a “Disclosing Party”) to the other Party (a “Recipient”) or to any of such Recipient’s employees, officers, directors, partners, shareholders, agents, attorneys, accountants or advisors (collectively, “Representatives”), whether disclosed orally or disclosed or accessed in written, electronic or other form of media, and whether or not marked, designated or otherwise identified as “confidential.”

Confidential Information includes, without limitation:

(a) all information concerning the past, present and future business affairs of the Disclosing Party and its affiliates and of their customers, suppliers and other third parties, including, without limitation, finances, customer information, supplier information, products, services, organizational structure and internal practices, forecasts, sales and other financial results, records and budgets, and business, marketing, development, sales and other commercial strategies;

(b) the Disclosing Party’s unpatented inventions, ideas, methods and discoveries, trade secrets, know-how, unpublished patent applications and other confidential intellectual property;

(c) all designs, specifications, documentation, components, source code, object code, images, icons, audiovisual components and objects, schematics, drawings, protocols, processes, and other visual depictions, in whole or in part, of any of the foregoing;

(d) any third-party confidential information included with, or incorporated in, any information provided by the Disclosing Party to the Recipient or its Representatives; and

(e) that portion of all notes, analyses, compilations, reports, forecasts, studies, samples, data, statistics, summaries, interpretations and other materials (collectively, the “Notes”) prepared by or for

the Recipient or its Representatives that contain, are based on, or otherwise reflect or are derived from, in whole or in part, any of the foregoing.

2. Exclusions from Confidential Information. Except as required by applicable federal, state or local law or regulation, the term “Confidential Information” as used in this Agreement shall not include information that:

(a) at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of, directly or indirectly, any violation of this Agreement by the Recipient or any of its Representatives;

(b) at the time of disclosure is ,or thereafter becomes, available to the Recipient on a non-confidential basis from a third-party source[, as established by documentary evidence], provided that such third party[, to the Recipient’s knowledge [after reasonable inquiry],] is not and was not prohibited from disclosing such Confidential Information to the Recipient by a [legal, fiduciary or] contractual obligation to the Disclosing Party; [or]

(c) was known by or in the possession of the Recipient or its Representatives, as established by documentary evidence, before being disclosed by or on behalf of the Disclosing Party under this Agreement; or

(d) was or is independently developed by the Recipient, as established by documentary evidence, without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information.

3. Recipient Obligations. The Recipient shall:

(a) protect and safeguard the confidentiality of all such Confidential Information with at least the same degree of care as the Recipient would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care;

(b) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than the Purpose in conjunction with a membership with the REALM Membership, or otherwise in any manner to the Disclosing Party’s detriment, including without limitation, to reverse engineer, disassemble, decompile or design around the Disclosing Party’s proprietary services, products and/or confidential intellectual property;

(c) not disclose any such Confidential Information to any person or entity, except to the Recipient’s Representatives who:

(i) need to know the Confidential Information to assist the Recipient, or act on its behalf, in relation to the Purpose or to exercise its rights under the Agreement;

(ii) are informed by the Recipient of the confidential nature of the Confidential Information; and

(iii) are subject to confidentiality duties or obligations to the Recipient that are no less restrictive than the terms and conditions of this Agreement.

(d) be responsible for any breach of this Agreement caused by any of its Representatives. 4. Additional Confidentiality Obligations.

(a) Except as required by applicable federal, state or local law or regulation, or otherwise as mutually agreed in writing by the Parties, neither Party shall itself disclose, nor permit any of its Representatives to disclose to any person:

(i) that the Confidential Information has been made available to it or its Representatives, or that it has inspected any portion of the Confidential Information;

(ii) that discussions or negotiations may be, or are, underway between the Parties regarding the Confidential Information or the Purpose, including the status thereof; or

(iii) any terms, conditions or other arrangements that are being discussed or negotiated in relation to the Confidential Information or the Purpose.

5. Required Disclosure. Any disclosure by the Recipient or its Representatives of any of the Disclosing Party’s Confidential Information under applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction (each, a “Legal Order”) or pursuant to any other request or process of any legal, regulatory, governmental or supervisory authority (each, a “Legal Request”) shall be subject to the terms of this Section. Before making any such disclosure, the Recipient shall make commercially reasonable efforts to/to the extent reasonably possible provide the Disclosing Party with:

(a) to the extent permitted, prompt written notice of such Legal Order [or Legal Request] so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and

(b) reasonable assistance, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.

If, after providing such notice and assistance as required herein, the Recipient remains subject to a Legal Order or a Legal Request to disclose any Confidential Information, the Recipient (or its Representatives or other persons to whom such Legal Order or Legal Request is directed) shall disclose no more than that portion of the Confidential Information which, on the advice of the Recipient’s legal counsel, such Legal Order or Legal Request specifically requires or requests the Recipient to disclose and, on the Disclosing Party’s request and at the Disclosing Party’s sole cost and expense, shall use commercially reasonable efforts to obtain assurances from the applicable court or agency that such Confidential Information will be afforded confidential treatment.

6. Return or Destruction of Confidential Information. At any time during or after the term of this Agreement, at the Disclosing Party’s written request, the Recipient and its Representatives shall promptly return to the Disclosing Party all copies, whether in written, electronic or other form or media, of the Disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. In addition, the Recipient shall also destroy all copies of any Notes created by the Recipient or its Representatives and certify in writing to the Disclosing Party that such copies have been destroyed. Notwithstanding the foregoing:

(a) neither the Recipient nor any of its Representatives shall be required to destroy any electronic copy of Confidential Information that is created pursuant to its standard electronic backup and archival procedures if personnel whose functions are:

(i) not primarily information technology in nature do not have access to such retained copies; and

(ii) primarily information technology in nature have access to such copies only as reasonably necessary for the performance of their ordinary course information technology duties (e.g., for purposes of system recovery); and

(b) the Recipient and its Representatives may each retain:

(i) one copy of any Confidential Information to the extent required to defend or maintain any litigation relating to this Agreement or the Confidential Information, or to comply with established document retention policies; and

(ii) such copies of the Confidential Information to the extent required to comply with requirements of applicable law, regulation or rule or any requirement or request of any legal, regulatory, governmental or supervisory authority;

provided, however, that the Recipient and its Representatives shall continue to be bound by the terms and conditions of this Agreement with respect to such retained Confidential Information.

7.Term and Termination. The term of this Agreement shall commence on the Effective Date and shall expire three (3) year[s] from the Effective Date, provided that either Party may terminate this Agreement at any time by providing written notice to the other Party. This agreement will auto-renew at the end of the term subject to either party’s notice to of termination. Notwithstanding anything to the contrary herein:

(a) each Party’s rights and obligations under this Agreement shall survive any expiration or termination of this Agreement for a period of two (2) years from the date of such expiration or termination, even after the return or destruction of Confidential Information by the Recipient; and

(b) with respect to Confidential Information that constitutes a trade secret under the laws of any jurisdiction, such rights and obligations shall survive such expiration or termination until, if ever, such Confidential Information loses its trade secret protection other than due to an act or omission of the Recipient or its Representatives.

8. No Representations or Warranties. Neither the Disclosing Party nor any of its Representatives makes any representation or warranty, expressed or implied, as to the accuracy or completeness of the Confidential Information disclosed to the Recipient hereunder. Neither the Disclosing Party nor any of its Representatives shall be liable to the Recipient or any of its Representatives relating to or resulting from the Recipient’s use of any of the Confidential Information or any errors therein or omissions therefrom.

9. No Transfer of Rights, Title or Interest. Each Party hereby retains its entire right, title and interest, including all intellectual property rights, in and to all of its Confidential Information. Any disclosure of such Confidential Information hereunder shall not be construed as an assignment, grant, option, license or other transfer of any such right, title or interest whatsoever to the Recipient or any of its Representatives.

10. No Other Obligation. The Parties agree that neither Party shall be under any legal obligation of any kind whatsoever, or otherwise be obligated to disclose any Confidential Information or enter into any business or contractual relationship, investment, or transaction, by virtue of this Agreement, except for the matters specifically agreed to herein. Either Party may at any time, at its sole discretion with or without cause, terminate discussions and negotiations with the other Party, in connection with the Purpose or otherwise.

11. Remedies. Each Party acknowledges and agrees that money damages might not be a sufficient remedy for any breach or threatened breach of this Agreement by such Party or its Representatives (collectively, the “Breaching Party”). Therefore, in addition to all other remedies available at law (which neither Party waives by the exercise of any rights hereunder), the non-breaching Party shall be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any such breach or threatened breach[, and the Parties hereby waive any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such claim]. Each Party further agrees that it shall:

(a) not oppose the granting of such relief on the basis that the non-breaching Party has an adequate remedy at law; and

(b) pay any fees and expenses (including reasonable attorneys’ fees and court costs) that the non- breaching Party may incur in enforcing this Agreement; and

(c) indemnify and hold harmless the non-breaching Party for any losses arising out of a breach of this Agreement by the Breaching Party..

12. Governing Law, Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the internal laws of Wyoming without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of or related to this Agreement or the matters contemplated hereunder shall be instituted exclusively in the courts of Wyoming in each case located in the city of Casper, Wyoming, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and waives any objection based on improper venue or forum non conveniens.

13. Notices.All notices, requests, consents, claims, demands, waivers and other communications here under shall be in writing and shall be deemed to have been given:

(a) when delivered by hand (with written confirmation of receipt);

(b) when received by the addressee if sent by nationally recognized overnight courier (receipt requested);

(c) on the date sent by facsimile or email (with oral or written confirmation of receipt) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or

(d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.

Such communications must be sent to the respective parties at the addresses set out on the first page of this Agreement (or to such other address that may be designated by a Party from time to time in accordance with this Section).

14. Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties regarding the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto. Each Party acknowledges that in entering into this Agreement it does not rely on any statement, representation or warranty other than those expressly set out in this Agreement.

15. Costs. Except as expressly provided in this Agreement or otherwise agreed in writing by the Parties, each Party shall bear and pay its own costs, fees and expenses incurred in connection with the negotiation, preparation, execution and delivery of this Agreement.

16. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

17. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

18. Assignment. Neither Party may assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other Party. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

19. Waivers. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set out in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

20. Language. If this agreement is translated into any language other than English the English language version shall prevail.

Exhibit C

REALM® Collective and Certification Marks USE AND PROTECTION REQUIREMENTS

Introduction

REALM® is not a trademark (or service mark) per se, but rather it is both a collective and a certification mark. Of course, all four types of marks serve a similar purpose – identifying a mark (i.e., a word, a logo or a combination of both) with the service, product, group or certification it represents – but the way each is used is critical maintaining and protecting each mark’s type-status and associated rights.

The distinction between these mark-types bears importantly upon the use of the two REALM® marks, because while a trademark (or service mark, in the case of services) associates a product (or service) with the owner of that mark, a “collective” mark associates members with a particular group and a “certification” mark associates a common certification standard with a product, service or entity upholding that standard. Taken together, its collective and certification marks establish the REALM® brand: These marks distinguish REALM® membership and/or certification from other types of commerce in the public eye and serve as enduring emblems of the high quality accompanying such membership and certification.

In contrast, if a brand owner or licensee misuses its marks, fails to monitor and protect them, or allows others to use its marks without appropriate restrictions and quality control, those marks can be weakened – or even lost. To maintain the high quality of these REALM® marks, members must use each mark type properly and should alert REALM LLC immediately upon recognition of suspected misuse or infringement of the valued REALM® brand. It is the responsibility of each member to ensure the marks for the REALM® association and certification remain strong, valued and protected.

GUIDELINES FOR PROPER USE OF REALM® MARKS

REALM® members are responsible for proper use of the REALM® marks in all advertising and promotional materials (including online materials), product packaging, or in any other use. Any questions please should be directed to info@realm-global.com. The following guidelines demonstrate contrasts between proper and improper uses of REALM® marks:

Use REALM® Marks as Adjectives, NOT Nouns or Verbs
REALM® marks should be used as adjectives followed by a generic term, and not as nouns or verbs.

Example:

  • CORRECT: “REALM [adjective] applications [generic term] are easy-to-understand.”
  • Incorrect: “REALM [noun] is popular.”
  • Incorrect: “Why don’t you REALM [verb] that listing and find out if it’s still available?” Do Not Use REALM® Marks in the Possessive Form
    Because REALM® marks are not nouns they should not be used in the possessive form. Example:
  • CORRECT: “We are increasing the advertising budgets for REALM events and certifications.”
  • Incorrect: “We are increasing REALM’s advertising budgets for events and certifications.” Do Not Use REALM® Marks in the Plural Form: – 15 –

Because the two REALM® marks are not nouns neither should be used in the plural form.

Example:

  • CORRECT: “REALM members come from many corners of the globe.”
  • Incorrect: “Our members come from many REALMs.” Textually-Emphasize REALM® Marks:
    Distinguish REALM marks from the surrounding text to emphasize their statuses as marks. Example:
  • CORRECT: “REALM [all-caps, as a minimum] membership offers many advantages.”
  • CORRECT (& better): “REALM® [bold-type, all-caps, “ ® ” registered-mark symbol] certification is a must for high-end brokerages.”
  • Incorrect: “Even one realm [lower-case, no emphasis-font, no highlighting, no registration symbology] member can make a big difference.” Use the Proper Mark Notice Symbol: As outlined above, “REALM®” signifies membership in good standing in the REALM® group, along with certification of adherence to REALM® standards. Representation of that membership and standard is signified by the proper placement of the “ ® ” mark symbol, the symbol itself indicating mark registration with the U.S. Patent and Trademark Office. The “ ® ” symbol should be placed in superscript immediately after the term, “REALM”, when referring to either type of mark, thusly: REALM® NOTE: the “ ® ” symbol does not have to be used every time the mark is used in a given document or email exchange, but it should be used at least once in a prominent manner (i.e., toward the front of the communication or in another likely-to-be-seen location) to put others on notice of the mark’s registered status. Hence, the “[all-caps, as a minimum]” reference, above: The mark should always be in all-caps, but may or may not have an “®” symbol accompanying it, depending upon the circumstances discussed here and above. Also, note that the guidelines in this document (REALM® Collective and Certification Marks – Use And Protection Requirements) comply with U.S. law. However, proper mark use, registration and symbology for other countries are governed by the laws of those countries, and members are responsible for compliance with those laws. Please contact REALM LLC for any questions regarding this issue. Do Not Allow Others to Use REALM Trademarks Without Approval of REALM LLC Allowing third parties to use REALM trademarks without proper approval can jeopardize the marks and expose both the REALM association and the individual REALM member to potential liability. If a third party requests a license or permission to use any REALM trademarks please contact REALM LLC at: info@realm-global.com.

– 16 –

SOFTWARE AS A SERVICE AGREEMENT

This Software as a Service Agreement (“Agreement”), effective upon clicking “I Agree” by the Customer and providing access by the Provider (“Effective Date”), is between REALM LLC, a Wyoming limited liability company with offices located at P.O. Box 1440, Jackson, Wyoming (“Provider”) and [[AGENT’S or GROUP’S NAME]], with offices located at [[LOCATION]] (“Customer”). Provider wishes to offer Provider’s software-as-a-service (“SaaS”) to Customer and Customer desires access to the same, subject to the terms and conditions set forth in this Agreement. Accordingly, the parties agree as follows:

1. Definitions. Terms not otherwise defined in this Agreement have the meanings ascribed below:

Access Credentials” means any user name, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Services.

Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity or otherwise.

Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. As used in this paragraph, the term “control” means the power to cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or ownership of more than 50% of the voting securities of a Person.

Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement; and (ii) for whom access to the Services has been purchased hereunder.

Customer Data” means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly from Customer or an Authorized User by or through the Services, excluding Resultant Data.

Customer Systems” means the Customer’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services.

Documentation” means any manuals, instructions, or other documents or materials that the Provider provides or makes available to Customer in any form or medium and which describe the functionality, components, features, or requirements of the Services or Provider Materials, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.

GDPR” means General Data Protection Regulation, as passed and amended from time-to-time, by the European Union.

Harmful Code” means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data Processed thereby; or (b) prevent Customer or any Authorized User from accessing or using the Services or Provider Systems as intended by this Agreement. Harmful Code does not include any Provider Disabling Device.

Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or Page 1 of 17

otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

Losses” means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

Permitted Use” means any use of the Services by an Authorized User for the benefit of Customer in the ordinary course of its internal business operations.

Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association or other entity.

Personal Information” means information that Customer provides or for which Customer provides access to Provider, or information which Provider creates or obtains on behalf of Customer, in accordance with this Agreement that: (i) directly or indirectly identifies an individual (including, for example, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (ii) can be used to authenticate an individual. Customer’s business contact information is not by itself Personal Information.

Process” means to take any action or perform any operation or set of operations that the SaaS Services are capable of taking or performing on any data, information, or other content.

Provider Disabling Device” means any software, hardware, or other technology, device, or means (including any back door, time bomb, time out, drop dead device, software routine, or other disabling device) used by Provider or its designee to disable Customer’s or any Authorized User’s access to or use of the Services automatically with the passage of time or under the positive control of Provider or its designee.

Provider Materials” means the Services, Specifications, Documentation, and Provider Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans or reports, that are provided or used by Provider or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or Provider Systems. Provider Materials include Resultant Data and any information, data, or other content derived from Provider’s monitoring of Customer’s access to or use of the Services, but do not include Customer Data.

Provider Personnel” means all individuals involved in the performance of Services as employees, agents, or independent contractors of Provider or any Subcontractor.

Provider Systems” means the information technology infrastructure used by or on behalf of Provider in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Provider or through the use of third- party services.

Representatives” means, with respect to a party, that party’s and its Affiliates’ employees, officers, consultants, agents, independent contractors, service providers, sublicensees, subcontractors, and legal advisors.

Resultant Data” means data and information related to Customer’s use of the Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

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Services” means the software-as-a-service offering described in Exhibit A.

Third-Party Materials” means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Provider.

2. Services.

2.1. Access and Use. Subject to the terms and conditions of this Agreement, Provider grants Customer a non-exclusive, non-transferable right to access and use the SaaS offering described in Exhibit A (“Services”), without the right to sub-license, during the Term, solely for use by Authorized Users, and use is limited to Customer’s internal use. Provider shall provide Access Credentials on the Effective Date. The total number of Authorized Users will not exceed the number set forth in Exhibit A, except as agreed in writing by the parties.

2.2. Documentation License. Provider grants to Customer a non-exclusive, non-sublicensable, non- transferable license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Services.

2.3. Service and System Control. Except as otherwise expressly provided in this Agreement, Provider retains sole control over the operation, provision, maintenance and management of the Provider Materials. Customer retains sole control over the operation, maintenance, and management of, and all access to and use of, the Customer Systems, and sole responsibility for all access to and use of the Provider Materials by any Person by or through the Customer Systems or any other means controlled by Customer or any Authorized User, including any: (i) information, instructions, or materials provided by any of them to the Services or Provider; (ii) results obtained from any use of the Services or Provider Materials; and (iii) conclusions, decisions, or actions based on such use.

2.4. Reservation of Rights. Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services, Provider Materials, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Services, the Provider Materials, and the Third-Party Materials are and will remain with Provider and the respective rights holders in the Third-Party Materials.

2.5. Service Management. The Customer, throughout the Term, maintain within its organization a service manager to serve as such party’s primary point of contact for day-to-day communications, consultation, and decision-making regarding this Agreement. The service manager shall be responsible for providing all day-to-day consents and approvals on behalf of such party under this Agreement. Each Customer shall ensure its service manager has the requisite organizational authority, skill, experience, and other qualifications to perform in such capacity. The Customer shall provide timely written notice to the other party upon naming a new service manager.

2.6. Changes. Provider reserves the right to make changes to the Services or Provider Materials as Provider deems reasonably necessary. At any time during the Term, Customer may request in writing changes to the Services in Exhibit A, however any change will be effective only upon approval in writing by Provider.

2.7. Subcontractors. Provider may from time to time in its discretion engage third parties to perform Services (each, a “Subcontractor”).

2.8. Suspension or Termination of Services. Provider may, directly or indirectly, and by use of a Provider Disabling Device or any other lawful means, suspend, terminate, or otherwise deny Customer’s, any Authorized User’s, or any other Person’s access to or use of all or any part of the Services or Provider Materials, without

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incurring any resulting obligation or liability, if: (a) Provider receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Provider to do so; or (b) Provider reasonably believes: (i) Customer or any Authorized User has failed to comply with this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any instruction or requirement of the Specifications; (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities; (iii) this Agreement expires or is terminated; (iv) Customer fails to maintain their membership in good standing of REALM; or (v) Customer fails to meet minimum use requirements as managed and directed by REALM leadership. This Section 2.8 does not limit any of Provider’s other rights or remedies, whether at law, in equity, or under this Agreement.

3. Use Restrictions; Service Usage and Data Storage.

3.1. Use Restrictions. Customer shall not, and shall not permit any other Person to, access or use the Services or Provider Materials except as expressly permitted by this Agreement and, in the case of Third-Party Materials, the applicable third-party license agreement.

3.2. For purposes of clarity and without limiting the generality of the foregoing, Customer shall not, except as this Agreement expressly permits:

3.2.1. copy, modify, or create derivative works or improvements of the Services or Provider Materials;

3.2.2. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services or Provider Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;

3.2.3. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services or Provider Materials, in whole or in part;

3.2.4. bypass or breach any security device or protection used by the Services or Provider Materials or access or use the Services or Provider Materials other than as an Authorized User through the use of his or her own then valid Access Credentials;

3.2.5. input, upload, transmit, or otherwise provide to or through the Services or Provider Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;

3.2.6. damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, Provider Systems, or Provider’s provision of services to any third party, in whole or in part;

3.2.7. remove, delete, alter, or obscure any trademarks, Specifications, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services or Provider Materials, including any copy thereof;

3.2.8. access or use the Services or Provider Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other Provider customer), or that violates any applicable Law;

3.2.9. access or use the Services or Provider Materials for purposes of competitive analysis of the Services or Provider Materials, the development, provision, or use of a competing software service or product or any other purpose that is to the Provider’s detriment or commercial disadvantage; or

3.2.10. otherwise access or use the Services or Provider Materials beyond the scope of the Page 4 of 17

authorization granted under this Section 3.

4. Customer Obligations.

4.1. Customer Systems and Cooperation. Customer shall at all times during the Term: (a) set up, maintain, and operate in good repair and in accordance with the Specifications all Customer Systems on or through which the Services are accessed or used; (b) provide Provider Personnel with access to Customer’s premises and Customer Systems as necessary for Provider to perform the Services in accordance with this Agreement; and (c) provide all cooperation and assistance as Provider may reasonably request to enable Provider to exercise its rights and perform its obligations under and in connection with this Agreement.

4.2. Effect of Customer Failure or Delay. Provider is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer’s delay in performing, or failure to perform, any of its obligations under this Agreement (each, a “Customer Failure”).

4.3. Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity prohibited by Section 3, Customer shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services and Provider Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify Provider of any such actual or threatened activity.

4.4. Non-Solicitation. During the Term and for one year after, Customer shall not, and shall not assist any other Person to, directly or indirectly recruit or solicit (other than by general advertisement not directed specifically to any Person or Persons) for employment or engagement as an independent contractor any Person then or within the prior 12 months employed or engaged by Provider or any Subcontractor and involved in any respect with the Services or the performance of this Agreement. In the event of a violation of this Section 4.4, Provider will be entitled to liquidated damages equal to the compensation paid by Provider to the applicable employee or contractor during the prior 12 months.

5. Support Levels. The Services include Provider’s standard customer support services (“Support Services”) at the support levels Customer purchases, according to the Provider service support schedule identified at https://www.Agent.Realm-Global.com. Provider may amend this support schedule from time-to-time in its sole discretion. Customer may purchase enhanced support services separately at Provider’s then-current rates.

6. Data Backup. The Services do not replace the need for Customer to maintain regular data backups or redundant data archives. PROVIDER HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER DATA.

7. Security.

7.1. Provider Systems and Security Obligations. Each party will employ security measures in accordance with industry practice. Provider’s security measures and policies are as set forth on https://www.Agent.Realm- Global.com. (“Privacy and Security Policy”).

7.2. Data Breach Procedures. Provider maintains a data breach plan in accordance with the criteria set forth in Provider’s Privacy and Security Policy and shall implement the procedures required under such data breach plan on the occurrence of a “Data Breach” (as defined in such plan).

7.3. Customer Control and Responsibility. Customer has and will retain sole responsibility for: (a) all Page 5 of 17

Customer Data, including its content and authorized use; (b) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (c) Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services (“Customer Systems”); (d) the security and use of Customer’s and its Authorized Users’ Access Credentials; and (e) all access to and use of the Services and Provider Materials directly or indirectly by or through the Customer Systems or its or its Authorized Users’ Access Credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

7.4. Access and Security. Customer shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Services; and (b) control the content and use of Customer Data, including the uploading or other provision of Customer Data for Processing by the Services.

8. Fees and Payment.

Fees. Customer shall pay Provider all fees set forth in the Membership Agreement, of which a portion is consideration for this Agreement.

9. Confidentiality.

9.1. Confidential Information. In connection with this Agreement each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). Subject to Section 9.2, “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as “confidential”. Without limiting the foregoing, all Provider Materials are the Confidential Information of Provider and the financial terms and existence of this Agreement are the Confidential Information of each of the parties.

9.2. Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party’s knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

9.3. Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:

9.3.1. not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;

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9.3.2. except as may be permitted by and subject to its compliance with Section 9.4, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Section 9.3; and (iii) are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 9;

9.3.3. safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its sensitive information and in no event less than a reasonable degree of care; and

9.3.4. promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and take all reasonable steps to prevent further unauthorized use or disclosure; and

9.3.5. ensure its Representatives’ compliance with, and be responsible and liable for any of its Representatives’ non-compliance with, the terms of this Section 9.

9.3.6. Notwithstanding any other provisions of this Agreement, the Receiving Party’s obligations under this Section 9 with respect to any Confidential Information that constitutes a trade secret under any applicable Law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable Laws other than as a result of any act or omission of the Receiving Party or any of its Representatives.

9.4. Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 9.3; and (b) provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 9.4, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose.

10. Intellectual Property Rights.

10.1. Provider Materials. All right, title, and interest in and to the Provider Materials, including all Intellectual Property Rights therein, are and will remain with Provider and, with respect to Third-Party Materials, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Materials. Customer has no right, license, or authorization with respect to any of the Provider Materials except as expressly set forth in Section 2.1 or the applicable third-party license, in each case subject to Section 3.1. All other rights in and to the Provider Materials are expressly reserved by Provider. In furtherance of the foregoing, Customer hereby unconditionally and irrevocably grants and hereby assigns to Provider all right, title, and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto.

10.2. Customer Data. As between Customer and Provider, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in Section 10.4.

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10.3. Provider Materials. As between Customer and Provider, Provider is and will remain the sole and exclusive owner of all right, title, and interest in and to all Provider Materials and Resultant Data, including all Intellectual Property Rights relating thereto, subject to the specific rights and permissions granted to Customer under this Agreement. Customer further acknowledges that: (a) the Resultant Data is an original compilation protected by United States copyright laws; (b) Provider has dedicated substantial resources to collect, manage and compile the Resultant Data; and (c) the Resultant Data constitutes trade secrets of Licensor. Customer further acknowledges and agrees that use of Resultant data and Provider Materials are restricted to use solely as they relate to the Customer’s business. Any misappropriation or misuse of the resultant data or Provider Materials can be grounds for immediate termination as a material breach.

10.4. Consent to Use Customer Data. Customer hereby irrevocably grants all such rights and permissions in or relating to Customer Data as are necessary or useful to Provider, its Subcontractors, and the Provider Personnel to enforce this Agreement and exercise Provider’s, its Subcontractors’, and the Provider Personnel’s rights and perform Provider’s, its Subcontractors’, and the Provider Personnel’s obligations hereunder.

11. Representations and Warranties.

11.1. Mutual Representations and Warranties. Each party represents and warrants to the other party that:

11.1.1. it is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization;

11.1.2. it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement;

11.1.3. the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such party; and

11.1.4. when executed and delivered by both parties, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.

11.2. Additional Provider Representations, Warranties, and Covenants. Provider represents, warrants, and covenants to Customer that Provider will perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet its obligations under this Agreement. Provider agrees to comply with all applicable laws relating to data privacy.

11.3. Additional Customer Representations, Warranties, and Covenants. Customer represents, warrants, and covenants to Provider that Customer owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Data so that, as received by Provider and Processed in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any applicable Law. Customer agrees to comply with all applicable laws relating to data privacy.

11.4. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 11.1 AND SECTION 11.2, ALL SERVICES AND PROVIDER MATERIALS ARE PROVIDED “AS IS.” PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR PROVIDER MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY

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OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

12. Indemnification.

12.1. Provider Indemnification. Provider shall indemnify, defend, and hold harmless Customer and Customer’s officers, directors, employees, agents, permitted successors and assigns (each, a “Customer Indemnitee”) from and against any and all Losses incurred by the Customer Indemnitee resulting from any Action by a third party (other than an Affiliate of a Customer Indemnitee) that Customer’s or an Authorized User’s use of the Services (excluding Customer Data and Third-Party Materials) in accordance with this Agreement (including the Specifications) infringes or misappropriates such third party’s Intellectual Property Rights. The foregoing obligation does not apply to the extent that the alleged infringement arises from:

12.1.1. Third-Party Materials or Customer Data;

12.1.2. access to or use of the Provider Materials in combination with any hardware, system, software, network, or other materials or service not provided by Provider or specified for Customer’s use in the Documentation;

12.1.3. modification of the Provider Materials other than: (i) by or on behalf of Provider; or (ii) with Provider’s written approval in accordance with Provider’s written specification;

12.1.4. failure to timely implement any modifications, upgrades, replacements, or enhancements made available to Customer by or on behalf of Provider; or

12.1.5. act, omission, or other matter described in Section 12.2.1, Section 12.2.2, Section 12.2.3, or Section 12.2.4, whether or not the same results in any Action against or Losses by any Provider Indemnitee.

12.2. Customer Indemnification. Customer shall indemnify, defend, and hold harmless Provider and its Subcontractors and Affiliates, and each of its and their respective officers, directors, employees, agents, successors, and assigns (each, a “Provider Indemnitee”) from and against any and all Losses incurred by such Provider Indemnitee resulting from any Action by a third party (other than an Affiliate of a Provider Indemnitee) arising out of or resulting from, or are alleged to arise out of or to result from:

12.2.1. Customer Data, including any Processing of Customer Data by or on behalf of Provider in accordance with this Agreement;

12.2.2. any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Customer or any Authorized User, including Provider’s compliance with any specifications or directions provided by or on behalf of Customer or any Authorized User to the extent prepared without any contribution by Provider;

12.2.3. allegation of facts that, if true, would constitute Customer’s breach of any of its representations, warranties, covenants, or obligations under this Agreement; or

12.2.4. negligence or more culpable act or omission (including recklessness or willful misconduct) by Customer, any Authorized User, or any third party on behalf of Customer or any Authorized User, in connection with this Agreement.

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12.3. Indemnification Procedure. Each party shall promptly notify the other party in writing of any Action for which such party believes it is entitled to be indemnified pursuant to Section 12.1 or Section 12.2, as the case may be. The party seeking indemnification (the “Indemnitee”) shall cooperate with the other party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such Action, the Indemnitee shall have the right, but no obligation, to defend against such Action, including settling such Action after giving notice to the Indemnitor, in each case in such manner and on such terms as the Indemnitee may deem appropriate. The Indemnitee’s failure to perform any obligations under this Section 12.3 will not relieve the Indemnitor of its obligations under this Section 12, except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure.

12.4. Mitigation. If any of the Services or Provider Materials are, or in Provider’s opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if Customer’s or any Authorized User’s use of the Services or Provider Materials is enjoined or threatened to be enjoined, Provider may, at its option and sole cost and expense:

12.4.1. obtain the right for Customer to continue to use the Services and Provider Materials materially as contemplated by this Agreement;

12.4.2. modify or replace the Services and Provider Materials, in whole or in part, to seek to make the Services and Provider Materials (as so modified or replaced) non-infringing, while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute Services and Provider Materials, as applicable, under this Agreement; or

12.4.3. by written notice to Customer, terminate this Agreement and require Customer to immediately cease any use of the Services and Provider Materials or any specified part or feature thereof, provided that if such termination occurs prior to 1 year after the Effective Date, subject to Customer’s compliance with its post-termination obligations set forth in Section 14.4, Customer will be entitled to a refund of any amounts paid prior to the termination date and covering periods occurring after the termination date.

12.5. Sole Remedy. THIS SECTION 12 SETS FORTH CUSTOMER’S SOLE REMEDIES AND PROVIDER’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES AND PROVIDER MATERIALS OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

13. Limitations of Liability.

13.1. EXCLUSION OF DAMAGES. IN NO EVENT WILL PROVIDER OR ANY OF ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f)

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CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

13.2. CAP ON MONETARY LIABILITY. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF PROVIDER ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14. Term and Termination.

14.1. Initial Term. The initial term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant any of the Agreement’s express provisions, will continue in effect until 1 year from the Effective Date (“Initial Term”) as governed by the Membership Agreement.

14.2. Termination. In addition to any other express termination right set forth elsewhere in this Agreement and in the Membership Agreement:

14.2.1. ProvidermayterminatethisAgreement,effectiveonwrittennoticetoCustomer,ifCustomer: (i) fails to pay any amount when due hereunder, and such failure continues more than 30 days after Provider’s delivery of written notice thereof; or (ii) breaches any of its obligations under Section 3.1, Section 7 or Section 9;

14.2.2. ProvidermayterminatethisAgreementforconvenience,uponwrittennoticeofnotlessthan 60 days to Customer;

14.2.3. either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach; and

14.2.4. eitherpartymayterminatethisAgreement,effectiveimmediatelyuponwrittennoticetothe other party, if the other party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

14.3. Effect of Termination or Expiration. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement:

14.3.1. all rights, licenses, consents, and authorizations granted by either party to the other hereunder will immediately terminate;

14.3.2. Provider shall immediately cease all use of any Customer Data or Customer’s Confidential Information and (i) promptly return to Customer, or at Customer’s written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on Customer Data or Customer’s Confidential Information; and (ii) permanently erase all Customer Data and Customer’s Confidential Information from all

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systems Provider directly or indirectly controls (but Provider’s obligations under this Section 14.4.2 do not apply to any Resultant Data);

14.3.3. Customer shall immediately cease all use of any Services or Provider Materials and (i) promptly return to Provider, or at Provider’s written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on any Provider Materials or Provider’s Confidential Information; and (ii) permanently erase all Provider Materials and Provider’s Confidential Information from all systems Customer directly or indirectly controls; and (iii) certify to Provider in a signed written instrument that it has complied with the requirements of this Section 14.4.3;

14.3.4. notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control: (i) the Receiving Party may retain the Disclosing Party’s Confidential Information; and (ii) Provider may retain Customer Data in its then-current state and solely to the extent and for so long as required by applicable Law; (iii) Provider may also retain Customer Data in its backups, archives, and disaster recovery systems until such Customer Data is deleted in the ordinary course; and (v) all information and materials described in this Section 14.4.4 will remain subject to all confidentiality, security, and other applicable requirements of this Agreement;

14.3.5. Provider may disable all Customer and Authorized User access to the Provider Materials;

14.3.6. if Customer terminates this Agreement pursuant to Section 14.3.2, Customer will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and Provider will refund to Customer Fees paid in advance for Services Provider has not performed as of the effective date of termination.

14.3.7. if Provider terminates this Agreement pursuant to Section 14.3.1 or Section 14.3.3, all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Customer shall pay such Fees, together with all previously-accrued but not yet paid Fees, on receipt of Provider’s invoice therefor.

14.4. Surviving Terms. The provisions set forth in the following sections, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: Section 3.1, Section 9, Section 11.4, Section 12, Section 13, Section 14.4, this Section 14.5, and Section 15.

15. Miscellaneous.

15.1. Further Assurances. On a party’s reasonable request, the other party shall, at the requesting party’s sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, as may be necessary to give full effect to this Agreement.

15.2. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

15.3. Public Announcements. Neither party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or, unless expressly permitted under this Agreement, otherwise use the other party’s trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior written consent of the other

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party, which consent shall not be unreasonably withheld, provided, however, that Provider may, without Customer’s consent, include Customer’s name and other indicia in its lists of Provider’s current or former customers of Provider in promotional and marketing materials.

15.4. Notices. Any notice, request, consent, claim, demand, waiver or other communications under this Agreement have legal effect only if in writing and addressed to a party as follows (or to such other address or such other person that such party may designate from time to time in accordance with this Section 15.4):

If to Provider:

If to Customer:

P.O. Box 1440
Jackson, WY 83001
Email: Concierge@realm-global.com Attention: Notifications

[[AGENT or GROUP NAME]] [[LOCATION]]

Notices sent in accordance with this Section 15.4 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by email (in each case, with confirmation of transmission), if sent during the addressee’s normal business hours (and on the next business day, if sent after the addressee’s normal business hours); and (d) on the fourth day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.

15.5. Interpretation. For purposes of this Agreement: (a) the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (x) to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments, and appendices attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.

15.6. Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

15.7. Entire Agreement. This Agreement, together with any documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements

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made in the body of this Agreement, the related exhibits, schedules, attachments, and appendices and any other documents incorporated herein by reference, the following order of precedence governs: (a) first, this Agreement, excluding its exhibits, schedules, attachments, and appendices; (b) second, the exhibits, schedules, attachments, and appendices to this Agreement as of the Effective Date; and (c) third, any other documents incorporated herein by reference.

15.8. Assignment. Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Provider’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation, or reorganization involving Customer (regardless of whether Customer is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance under this Agreement for which Provider’s prior written consent is required. No assignment, delegation, or transfer will relieve Customer of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 15.8 is void. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and permitted assigns.

15.9. Force Majeure.

15.9.1. No Breach or Default. In no event will either party be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments), when and to the extent such failure or delay is caused by any circumstances beyond such party’s reasonable control (a “Force Majeure Event”), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of Law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota, or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. Either party may terminate this Agreement if a Force Majeure Event affecting the other party continues substantially uninterrupted for a period of 30 days or more.

15.9.2. Affected Party Obligations. In the event of any failure or delay caused by a Force Majeure Event, the affected party shall give prompt written notice to the other party, stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

15.10. Third-Party Beneficiaries.

a) Except as set forth in Section 15.10 a) below, this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

b) The parties hereby designate Realm IP LLC as third-party beneficiaries of this Agreement having the right to enforce it in its entirety.

15.11. Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights,

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remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

15.12. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

15.13. Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Wyoming without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Wyoming. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Wyoming in each case located in the city of Jackson and County of Teton, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.

15.14. Equitable Relief. Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 9 or, in the case of Customer, Section 3.1, Section 4.3, Section 7 or Section 9, would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

15.15. Attorneys’ Fees. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either party against the other party arising out of or related to this Agreement, the prevailing party is entitled to recover its actual attorneys’ fees and court costs from the non-prevailing party.

15.16. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by email is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

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EXHIBIT A

Collaborative Matching Platform (CMP)-AGENT is an annual renewal subscription service curated for an individual agent wishing to generate higher quality relationships with potential clients. With CMP-AGENT, you’ll have access to CMP Intelligence, the full REALM member network (including unlimited listing, client, and qualified buyer information), member-only events, a data feed integration, and effective customer support:

  • Sized for 1 agent
  • Access to CMP Intelligence
  • Access to REALM member network
  • Access to REALM events
  • Unlimited listings
  • Access to client information from proprietary database
  • Unlimited clients & client profiles
  • Unlimited qualified buyer matches
  • Access to proprietary content and analytics
  • Data feed integration
  • Prioritized support CMP-Team is an annual renewal subscription service for relationship-focused teams. Similar to CMP-AGENT, with CMP-Team you’ll have access to CMP Intelligence, the full REALM member network (including unlimited listing, client, and qualified buyer information), member-only events, a data feed integration, and effective customer support. REALM Team is designed for multiple agents under one brokerage wishing to utilize REALM:
  • Sized for 2-8 agent-teams
  • Access to CMP Intelligence
  • Access to REALM member network
  • Access to REALM events
  • Unlimited listings
  • Access to client information from proprietary database
  • Unlimited qualified buyer matches
  • Access to proprietary content and analytics
  • Data feed integration
  • Prioritized support CMP-Team XL is an enterprise solution for large scale teams. To qualify for CMP-Team XL, your team must have no less than 9 members. With a CMP-Team XL, your team will have access to CMP Intelligence, the full REALM member network (including unlimited listing, client, and qualified buyer information), member-only events, a data feed integration, and effective customer support:
  • Sized for 9+ agent-teams
  • Access to CMP Intelligence
  • Access to REALM member network
  • Access to REALM events
  • Access to client information from proprietary database
  • Unlimited listings
  • Unlimited clients & client profiles
  • Unlimited qualified buyer matches
  • Access to proprietary content and analytics
  • Data feed integration
  • Prioritized support

Membership Agreement

COLLECTIVE MEMBERSHIP AND TRADEMARK LICENSE AGREEMENT

Last updated: October 24th 2019

This collective membership and trademark license agreement (this “Agreement”) is made effective upon clicking “I Agree” by the Member / Licensee and upon providing access to the member portal by Company (“Effective Date”), by and between Realm, LLC a Wyoming limited liability company with an address at P.O. Box 1440, Jackson Wyoming, 83001 (“the Company”), and [[AGENT’S NAME]] (“Member” and/or “Licensee”).

WHEREAS, the Company has created a collective known as The Realm (“The REALM” and/or “Membership”), in furtherance of a purpose to promote collaboration between members and provide access to technology and services to optimize the unique experiences, lifestyles and passions of high net worth clients and customers, has developed a Membership logo which it desires to be used by its members in conjunction with the word “Member” as a collective membership mark (the “Mark”, a copy of which is attached hereto in the Attachment to this Agreement);

WHEREAS, the Licensee, is desirous of becoming a member in good standing of the Membership and is desirous of having the right to use the Mark as set forth in this Agreement; and

WHEREAS, the parties hereto desire to record their understandings with respect to standards of conduct as a member of The REALM and the Licensee’s use of the Mark.

NOW, THEREFORE, in consideration of the mutual promises contained herein and good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Membership. Membership in The REALM is open to any agent, broker or similar professional seeking mutual collaboration to match high-value assets with interested parties based on lifestyle attributes of each entity and each party. The member shall maintain an active license as an authorized user of the collaborative matching platform software as a service product. The member further agrees to:

  1. a)  provide the following information;
    • If a Brokerage • Brokerage name, address and email
      • Brokerage contact(s) name, address and email
      • Brokerage main office location
      • Brokerage Logo
      • Agent roster – contact information for all agents under brokerage
      • Agent roster – those who leave the team – notify the concierge
      • Agent roster / individuals assigned to teams and locations
      • Automated Listings integration / feed URL
    • If an Agent or Agents
      • Agent(s) name, address and email • Agent(s) contact name, address and email • Automated Data integration / feed URL
  2. b)  be licensed by a recognized regulatory body in the member’s identified market and be in good standing with said regulatory body;
  3. c)  be, or be affiliated with a brokerage approved by The REALM Agent Advisory Board;
  4. d)  submit to periodic review and approval by The REALM Agent Advisory Board;
  1. e)  maintain and submit, upon request, a log of engagement and utilization of services and technology associated with The REALM including access logs to the Collaborative Matching Platform offered by Realm LLC;
  2. f)  accept a Confidentially and Non-disclosure agreement related to technologies in Exhibit B;
  3. g)  abide by REALM® Collective and Certification Marks Use and Protection Requirements in Exhibit C; and
  4. h)  adhere to The REALM code of conduct.

Member acknowledges and agrees that membership in The REALM pursuant to the terms described in this Agreement confers absolutely no membership, equity holder, stakeholder or other interest in Realm, LLC.

2. Fees and Payment.

2.1. Taxes. To the maximum extent possible, Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider’s income. In instances in which sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind are imposed by any federal, state, or local governmental or regulatory authority on the Provider due to Services rendered, those Fees will be conveyed to the Customer.

2.2. Fees and Payment. Customer shall pay Provider all fees set forth in Exhibit A (“Services and Fees”) within 15 days after the date of the invoice or agreeing to this Agreement, whichever is sooner, in U.S. dollars. Customer shall make payments to the address or account specified in Exhibit A or such other address or account as Provider may specify in writing from time-to-time.

2.3. Late Payment. If Customer fails to make any payment when due then, in addition to all other remedies that may be available:

2.3.1. Provider may charge interest on the past due amount at the rate of 1.5% per month, calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable

Law;
2.3.2. Customer shall reimburse Provider for all costs incurred by Provider in collecting any

late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and

2.3.3. if such failure continues for 10 business days following written notice thereof, Provider may suspend performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Customer or any other Person by reason of such suspension.

2.4. No Deductions or Setoffs. All amounts payable to Provider under this Agreement shall be paid by Customer to Provider in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason.

2.5. Fee Increases. Provider may increase Fees no more than once annually for any contract year after the first contract year of the Term, including any contract year of any Renewal Term, by providing written notice to Customer at least 90 calendar days prior to the commencement of the applicable Renewal Term, and Exhibit A will be deemed amended accordingly.

2.6. Audits.
2.6.1. Audit Procedure. Provider or its nominee (including its accountants and auditors) may, upon notice of not less than 10 business days, inspect and audit Customer’s use of the Services under this Agreement at any time during the Term and for 1 year following the termination or earlier expiration of this Agreement. All audits will be conducted during regular business hours, and no more frequently than once in any 12-month period. Customer shall make available all such books, records, equipment, information, and personnel, and provide all such cooperation and assistance, as may reasonably be requested by or on behalf of Provider with respect to such audit. Provider shall only examine information related to Customer’s use of the Software.

2.6.2. Cost and Results of Audit. If the audit determines that Customer’s use of the Services exceeded the usage permitted by this Agreement by more than 10 %, Customer shall pay to Provider all amounts due for such excess use of the Software, plus interest on such amounts, as calculated pursuant to this Section 8. If the audit determines that such excess use equals or exceeds 20% of Customer’s permitted level of use, Customer shall also pay to Provider all costs incurred by Provider in conducting the audit. Customer shall make all payments required under this Section 8.6 within 30 days of the date of written notification of the audit results.

3. License. Subject to the terms and conditions set forth in this Agreement, and only so long as Licensee shall remain a Member in good standing of the Membership, the Membership grants to the Licensee a non-exclusive right and license to use the Mark on the Licensee’s letterheads, correspondence, and advertising and promotional materials to indicate that the Licensee is a member of the REALM membership (“Permitted Uses”). The Licensee acknowledges that this license is personal to the Licensee. Neither the license, nor any rights under the license, may be transferred, assigned, or sublicensed to third parties. The Licensee’s parents, subsidiaries, and affiliated entities are not authorized to use the Mark.

4. Non-Permitted Uses. The Licensee shall not use the Mark on any product or product packaging, nor in any manner that suggests or implies, directly or indirectly, that the Membership approves, certifies, or endorses any product or practice of the Licensee inconsistent with this Agreement. The Mark may not be used in any manner that disparages the Membership or the Membership’s members, products, or services. Neither the Mark nor any portion of the Mark may be displayed as a feature or design element of any other mark. The Membership has the right from time to time to request samples of the Licensee’s use of the Mark, which the Licensee shall provide to the Membership within ten (10) business days of the request, to confirm that the use of the Mark is consistent with this Agreement.

5. Display of the Mark. The Licensee will not alter, delete, or amend the Mark except with respect to size and/or removal of color and in each case consistent with provided style guidelines and the trademark use and protection requirements in Exhibit C. The Licensee’s use of the Mark will be of such size as to permit legibility of the wording. The Licensee may use the colors set forth in the style guidelines or may use black, white, and shades of gray. Licensee may only use the entire Mark as shown in the Attachment and in particular may not display or use the design portion of the Mark as a description of services or products. The Licensee shall display appropriate symbols of the Membership’s ownership of the Mark (i.e., ® and TM, as appropriate) with the Mark. If the Mark is displayed on the Licensee’s website, the Mark must be an active link to the Membership’s then-current homepage (which currently is https://www.realm-global.com; the “ALT” tag must read “The REALM”.

6. Ownership of the Mark. The Licensee acknowledges the ownership of the Mark by Realm LLC and agrees that it will do nothing inconsistent with such ownership, and agrees that all uses of the Mark by the Licensee shall inure to the benefit of the Membership. The Licensee agrees that nothing in this Agreement shall give the Licensee any right, title, or interest in the Mark other than the right to use the Mark in accordance with this Agreement, and the Licensee agrees that it will not attack the ownership or title of the Membership to the Mark and will not attack the validity of this Agreement. Moreover, the Licensee shall not at any time knowingly do or cause to be done any act or thing which will directly or indirectly adversely affect the status or character of the Mark as a trademark or collective membership mark.

7. Term and Termination of Agreement.
7.1 Initial Term. The initial term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant any of the Agreement’s express provisions, will continue in effect until 1 year from the Effective Date (“Initial Term”).

7.2 Renewal Term. This Agreement will automatically renew for additional yearly terms unless earlier terminated pursuant to this Agreement’s express provisions or either party gives the other party written notice of non-renewal at least 60 days prior to the expiration of the then-current term (each, a “Renewal Term” and collectively, together with the Initial Term, the “Term”).

7.3 Termination: This Agreement will terminate automatically if the Licensee ceases to be a Member of the Membership in good standing. The Membership reserves the right to terminate this Agreement if, in the sole opinion of the Membership, the Licensee: (i) misuses the Mark; (ii) uses the Mark in such a manner as will likely mislead or deceive the public or purchasers; (iii) fails to adhere to the Membership’s Code of Ethics and Professional Responsibility; or (iv) fails to comply with any term of this Agreement or any federal, state, or local law, regulation or ordinance. Upon termination or cancellation of this Agreement for any reason, the License shall cease, and Licensee shall immediately cease the use or distribution of any materials containing the Mark.

8. Assistance in Policing of the Mark. In the event that any infringement, threatened infringement, or misuse of the Mark by any third party is brought to the attention of the Licensee, the Licensee shall notify the Membership as soon as possible of all the facts known, or readily available, to it relating to such infringement, threat of infringement, or misuse. In such event, the Licensee shall provide all information and assistance in its power to assist the Membership in any action, suit, or other proceeding, relating to such infringement, threatened infringement, or misuse; provided, however, that the institution and maintenance of litigation or other proceedings in connection therewith shall at all times be at the sole discretion and expense of the Membership.

9. Assistance in Maintenance of the Mark. The Licensee shall assist the Membership (at the Membership’s sole expense) in maintaining the Mark as a valid and subsisting collective membership mark, in supplying any records, documents, or material requested by the Membership in connection with applications by the Membership for the registration of the Mark, and in preserving and supporting in valid and enforceable condition any and all registrations thereof

10. Use of Similar Marks. The Licensee acknowledges and agrees that it shall not at any time, either during the term of this Agreement or thereafter, adopt or use any trademark, service mark, collective membership mark, trade name, business style, or form advertisement of such similarity to the Mark that such use of such other mark would be likely to cause confusion, mistake or deception with the Mark.

11. Indemnification. The Licensee will indemnify and hold harmless the Membership, its officers, directors, and staff against any and all claims, judgments, actions, losses, settlements, expenses or costs of any sort (including reasonable attorneys’ fees) (collectively “Claims”) arising out of the Licensee’s use of the Mark (excepting Claims that the Mark infringes another mark). This Section 9 shall survive the termination of this Agreement.

12. Further Assurances. Each party shall execute and deliver such further assurances as may be reasonably requested by the other party to fully effectuate the provisions and intent of the license described herein.

13. Injunctive Relief. The Licensee acknowledges and agrees that compliance with the terms of this Agreement is necessary to protect the goodwill and other proprietary interests of the Membership and that a breach of this Agreement by the Licensee would result in irreparable and continuing harm to the Membership for which there would be no adequate remedy at law. Accordingly, the Licensee agrees that in the event of any breach of this Agreement: (i) the Membership shall be entitled to injunctive relief and/or specific performance; (ii) the Licensee shall not oppose such relief on the grounds that there is an adequate remedy at law; and (iii) such equitable remedy shall be cumulative and in addition to any other remedies at law or in equity (including monetary damages) which may be available to the Membership. The provisions of this Section 11 shall survive the termination of this Agreement.

14. Confidentiality. By agreeing to this Agreement, each member shall agrees to abide by the attached Confidentially Agreement attached as Exhibit B.

15. Governing Law and Jurisdiction. This Agreement shall be governed and construed in accordance with the laws of the State of Wyoming, excluding principles of conflicts of laws, and the United States of America. Any action arising under this Agreement shall be brought in the courts of Wyoming and both parties’ consent to the jurisdiction of those courts.

EXHIBIT A

Collaborative Matching Platform (CMP)-AGENT is an annual renewal subscription service curated for an individual agent wishing to generate higher quality relationships with potential clients. With CMP-AGENT, you’ll have access to CMP Intelligence, the full REALM member network (including unlimited listing, client, and qualified buyer information), member-only events, a data feed integration, and effective customer support:

  • Sized for 1 agent
  • Access to CMP Intelligence
  • Access to REALM member network
  • Access to REALM events
  • Unlimited listings
  • Access to client information from proprietary database
  • Unlimited clients & client profiles
  • Unlimited qualified buyer matches
  • Access to proprietary content and analytics
  • Data feed integration
  • Prioritized support $5,000, billed annually or $500 billed monthly CMP-Team is an annual renewal subscription service for relationship-focused teams. Similar to CMP-AGENT, with CMP-Team you’ll have access to CMP Intelligence, the full REALM member network (including unlimited listing, client, and qualified buyer information), member-only events, a data feed integration, and effective customer support. REALM Team is designed for multiple agents under one brokerage wishing to utilize REALM:
  • Sized for 2-8 agent-teams
  • Access to CMP Intelligence
  • Access to REALM member network
  • Access to REALM events
  • Unlimited listings
  • Access to client information from proprietary database
  • Unlimited qualified buyer matches
  • Access to proprietary content and analytics
  • Data feed integration
  • Prioritized support For 2-4 agents – $10,000, billed annually or $1,000 billed monthly For 5-8 agents – $15,000, billed annually or $1,500 billed monthly CMP-Team XL is an enterprise solution for large scale teams. To qualify for CMP-Team XL, your team must have no less than 9 members. With a CMP-Team XL, your team will have access to CMP Intelligence, the full REALM member network (including unlimited listing, client, and qualified buyer information), member-only events, a data feed integration, and effective customer support:
  • Sized for 9+ agent-teams
  • Access to CMP Intelligence
  • Access to REALM member network
  • Access to REALM events
  • Access to client information from proprietary database
  • Unlimited listings
  • Unlimited clients & client profiles
  • Unlimited qualified buyer matches
  • Access to proprietary content and analytics
  • Data feed integration
  • Prioritized support For CMP-Team XL pricing, please contact us at concierge@realm-global.com.

Exhibit B

Confidentiality Agreement

This Confidentiality Agreement (the “Agreement”), effective as of execution of The REALM membership Agreement (the “Effective Date”), is entered into by and between Realm LLC, a Wyoming limited liability company (“the Company’) with an address at PO Box 1440, Jackson Wyoming 83001, and [[AGENT’S or GROUP’S NAME]] a (“Member”) (together, the “Parties”, and each, a “Party”).

WHEREAS, in connection with joining THE REALM (the “Purpose”), the Parties desire to share certain information that is non-public, confidential or proprietary in nature.

WHEREAS, the Parties wish to protect and preserve the confidentiality of such information.

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Confidential Information. Except as set out in Section 2 below, “Confidential Information” means all non- public, confidential or proprietary information disclosed. before, on or after the Effective Date, by either Party (a “Disclosing Party”) to the other Party (a “Recipient”) or to any of such Recipient’s employees, officers, directors, partners, shareholders, agents, attorneys, accountants or advisors (collectively, “Representatives”), whether disclosed orally or disclosed or accessed in written, electronic or other form of media, and whether or not marked, designated or otherwise identified as “confidential.”

Confidential Information includes, without limitation:

(a) all information concerning the past, present and future business affairs of the Disclosing Party and its affiliates and of their customers, suppliers and other third parties, including, without limitation, finances, customer information, supplier information, products, services, organizational structure and internal practices, forecasts, sales and other financial results, records and budgets, and business, marketing, development, sales and other commercial strategies;

(b) the Disclosing Party’s unpatented inventions, ideas, methods and discoveries, trade secrets, know-how, unpublished patent applications and other confidential intellectual property;

(c) all designs, specifications, documentation, components, source code, object code, images, icons, audiovisual components and objects, schematics, drawings, protocols, processes, and other visual depictions, in whole or in part, of any of the foregoing;

(d) any third-party confidential information included with, or incorporated in, any information provided by the Disclosing Party to the Recipient or its Representatives; and

(e) that portion of all notes, analyses, compilations, reports, forecasts, studies, samples, data, statistics, summaries, interpretations and other materials (collectively, the “Notes”) prepared by or for

the Recipient or its Representatives that contain, are based on, or otherwise reflect or are derived from, in whole or in part, any of the foregoing.

2. Exclusions from Confidential Information. Except as required by applicable federal, state or local law or regulation, the term “Confidential Information” as used in this Agreement shall not include information that:

(a) at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of, directly or indirectly, any violation of this Agreement by the Recipient or any of its Representatives;

(b) at the time of disclosure is ,or thereafter becomes, available to the Recipient on a non-confidential basis from a third-party source[, as established by documentary evidence], provided that such third party[, to the Recipient’s knowledge [after reasonable inquiry],] is not and was not prohibited from disclosing such Confidential Information to the Recipient by a [legal, fiduciary or] contractual obligation to the Disclosing Party; [or]

(c) was known by or in the possession of the Recipient or its Representatives, as established by documentary evidence, before being disclosed by or on behalf of the Disclosing Party under this Agreement; or

(d) was or is independently developed by the Recipient, as established by documentary evidence, without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information.

3. Recipient Obligations. The Recipient shall:

(a) protect and safeguard the confidentiality of all such Confidential Information with at least the same degree of care as the Recipient would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care;

(b) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than the Purpose in conjunction with a membership with the REALM Membership, or otherwise in any manner to the Disclosing Party’s detriment, including without limitation, to reverse engineer, disassemble, decompile or design around the Disclosing Party’s proprietary services, products and/or confidential intellectual property;

(c) not disclose any such Confidential Information to any person or entity, except to the Recipient’s Representatives who:

(i) need to know the Confidential Information to assist the Recipient, or act on its behalf, in relation to the Purpose or to exercise its rights under the Agreement;

(ii) are informed by the Recipient of the confidential nature of the Confidential Information; and

(iii) are subject to confidentiality duties or obligations to the Recipient that are no less restrictive than the terms and conditions of this Agreement.

(d) be responsible for any breach of this Agreement caused by any of its Representatives. 4. Additional Confidentiality Obligations.

(a) Except as required by applicable federal, state or local law or regulation, or otherwise as mutually agreed in writing by the Parties, neither Party shall itself disclose, nor permit any of its Representatives to disclose to any person:

(i) that the Confidential Information has been made available to it or its Representatives, or that it has inspected any portion of the Confidential Information;

(ii) that discussions or negotiations may be, or are, underway between the Parties regarding the Confidential Information or the Purpose, including the status thereof; or

(iii) any terms, conditions or other arrangements that are being discussed or negotiated in relation to the Confidential Information or the Purpose.

5. Required Disclosure. Any disclosure by the Recipient or its Representatives of any of the Disclosing Party’s Confidential Information under applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction (each, a “Legal Order”) or pursuant to any other request or process of any legal, regulatory, governmental or supervisory authority (each, a “Legal Request”) shall be subject to the terms of this Section. Before making any such disclosure, the Recipient shall make commercially reasonable efforts to/to the extent reasonably possible provide the Disclosing Party with:

(a) to the extent permitted, prompt written notice of such Legal Order [or Legal Request] so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and

(b) reasonable assistance, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.

If, after providing such notice and assistance as required herein, the Recipient remains subject to a Legal Order or a Legal Request to disclose any Confidential Information, the Recipient (or its Representatives or other persons to whom such Legal Order or Legal Request is directed) shall disclose no more than that portion of the Confidential Information which, on the advice of the Recipient’s legal counsel, such Legal Order or Legal Request specifically requires or requests the Recipient to disclose and, on the Disclosing Party’s request and at the Disclosing Party’s sole cost and expense, shall use commercially reasonable efforts to obtain assurances from the applicable court or agency that such Confidential Information will be afforded confidential treatment.

6. Return or Destruction of Confidential Information. At any time during or after the term of this Agreement, at the Disclosing Party’s written request, the Recipient and its Representatives shall promptly return to the Disclosing Party all copies, whether in written, electronic or other form or media, of the Disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. In addition, the Recipient shall also destroy all copies of any Notes created by the Recipient or its Representatives and certify in writing to the Disclosing Party that such copies have been destroyed. Notwithstanding the foregoing:

(a) neither the Recipient nor any of its Representatives shall be required to destroy any electronic copy of Confidential Information that is created pursuant to its standard electronic backup and archival procedures if personnel whose functions are:

(i) not primarily information technology in nature do not have access to such retained copies; and

(ii) primarily information technology in nature have access to such copies only as reasonably necessary for the performance of their ordinary course information technology duties (e.g., for purposes of system recovery); and

(b) the Recipient and its Representatives may each retain:

(i) one copy of any Confidential Information to the extent required to defend or maintain any litigation relating to this Agreement or the Confidential Information, or to comply with established document retention policies; and

(ii) such copies of the Confidential Information to the extent required to comply with requirements of applicable law, regulation or rule or any requirement or request of any legal, regulatory, governmental or supervisory authority;

provided, however, that the Recipient and its Representatives shall continue to be bound by the terms and conditions of this Agreement with respect to such retained Confidential Information.

7.Term and Termination. The term of this Agreement shall commence on the Effective Date and shall expire three (3) year[s] from the Effective Date, provided that either Party may terminate this Agreement at any time by providing written notice to the other Party. This agreement will auto-renew at the end of the term subject to either party’s notice to of termination. Notwithstanding anything to the contrary herein:

(a) each Party’s rights and obligations under this Agreement shall survive any expiration or termination of this Agreement for a period of two (2) years from the date of such expiration or termination, even after the return or destruction of Confidential Information by the Recipient; and

(b) with respect to Confidential Information that constitutes a trade secret under the laws of any jurisdiction, such rights and obligations shall survive such expiration or termination until, if ever, such Confidential Information loses its trade secret protection other than due to an act or omission of the Recipient or its Representatives.

8. No Representations or Warranties. Neither the Disclosing Party nor any of its Representatives makes any representation or warranty, expressed or implied, as to the accuracy or completeness of the Confidential Information disclosed to the Recipient hereunder. Neither the Disclosing Party nor any of its Representatives shall be liable to the Recipient or any of its Representatives relating to or resulting from the Recipient’s use of any of the Confidential Information or any errors therein or omissions therefrom.

9. No Transfer of Rights, Title or Interest. Each Party hereby retains its entire right, title and interest, including all intellectual property rights, in and to all of its Confidential Information. Any disclosure of such Confidential Information hereunder shall not be construed as an assignment, grant, option, license or other transfer of any such right, title or interest whatsoever to the Recipient or any of its Representatives.

10. No Other Obligation. The Parties agree that neither Party shall be under any legal obligation of any kind whatsoever, or otherwise be obligated to disclose any Confidential Information or enter into any business or contractual relationship, investment, or transaction, by virtue of this Agreement, except for the matters specifically agreed to herein. Either Party may at any time, at its sole discretion with or without cause, terminate discussions and negotiations with the other Party, in connection with the Purpose or otherwise.

11. Remedies. Each Party acknowledges and agrees that money damages might not be a sufficient remedy for any breach or threatened breach of this Agreement by such Party or its Representatives (collectively, the “Breaching Party”). Therefore, in addition to all other remedies available at law (which neither Party waives by the exercise of any rights hereunder), the non-breaching Party shall be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any such breach or threatened breach[, and the Parties hereby waive any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such claim]. Each Party further agrees that it shall:

(a) not oppose the granting of such relief on the basis that the non-breaching Party has an adequate remedy at law; and

(b) pay any fees and expenses (including reasonable attorneys’ fees and court costs) that the non- breaching Party may incur in enforcing this Agreement; and

(c) indemnify and hold harmless the non-breaching Party for any losses arising out of a breach of this Agreement by the Breaching Party..

12. Governing Law, Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the internal laws of Wyoming without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of or related to this Agreement or the matters contemplated hereunder shall be instituted exclusively in the courts of Wyoming in each case located in the city of Casper, Wyoming, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and waives any objection based on improper venue or forum non conveniens.

13. Notices.All notices, requests, consents, claims, demands, waivers and other communications here under shall be in writing and shall be deemed to have been given:

(a) when delivered by hand (with written confirmation of receipt);

(b) when received by the addressee if sent by nationally recognized overnight courier (receipt requested);

(c) on the date sent by facsimile or email (with oral or written confirmation of receipt) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or

(d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.

Such communications must be sent to the respective parties at the addresses set out on the first page of this Agreement (or to such other address that may be designated by a Party from time to time in accordance with this Section).

14. Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties regarding the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto. Each Party acknowledges that in entering into this Agreement it does not rely on any statement, representation or warranty other than those expressly set out in this Agreement.

15. Costs. Except as expressly provided in this Agreement or otherwise agreed in writing by the Parties, each Party shall bear and pay its own costs, fees and expenses incurred in connection with the negotiation, preparation, execution and delivery of this Agreement.

16. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

17. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

18. Assignment. Neither Party may assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other Party. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

19. Waivers. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set out in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

20. Language. If this agreement is translated into any language other than English the English language version shall prevail.

Exhibit C

REALM® Collective and Certification Marks USE AND PROTECTION REQUIREMENTS

Introduction

REALM® is not a trademark (or service mark) per se, but rather it is both a collective and a certification mark. Of course, all four types of marks serve a similar purpose – identifying a mark (i.e., a word, a logo or a combination of both) with the service, product, group or certification it represents – but the way each is used is critical maintaining and protecting each mark’s type-status and associated rights.

The distinction between these mark-types bears importantly upon the use of the two REALM® marks, because while a trademark (or service mark, in the case of services) associates a product (or service) with the owner of that mark, a “collective” mark associates members with a particular group and a “certification” mark associates a common certification standard with a product, service or entity upholding that standard. Taken together, its collective and certification marks establish the REALM® brand: These marks distinguish REALM® membership and/or certification from other types of commerce in the public eye and serve as enduring emblems of the high quality accompanying such membership and certification.

In contrast, if a brand owner or licensee misuses its marks, fails to monitor and protect them, or allows others to use its marks without appropriate restrictions and quality control, those marks can be weakened – or even lost. To maintain the high quality of these REALM® marks, members must use each mark type properly and should alert REALM LLC immediately upon recognition of suspected misuse or infringement of the valued REALM® brand. It is the responsibility of each member to ensure the marks for the REALM® association and certification remain strong, valued and protected.

GUIDELINES FOR PROPER USE OF REALM® MARKS

REALM® members are responsible for proper use of the REALM® marks in all advertising and promotional materials (including online materials), product packaging, or in any other use. Any questions please should be directed to info@realm-global.com. The following guidelines demonstrate contrasts between proper and improper uses of REALM® marks:

Use REALM® Marks as Adjectives, NOT Nouns or Verbs
REALM® marks should be used as adjectives followed by a generic term, and not as nouns or verbs.

Example:

  • CORRECT: “REALM [adjective] applications [generic term] are easy-to-understand.”
  • Incorrect: “REALM [noun] is popular.”
  • Incorrect: “Why don’t you REALM [verb] that listing and find out if it’s still available?” Do Not Use REALM® Marks in the Possessive Form
    Because REALM® marks are not nouns they should not be used in the possessive form. Example:
  • CORRECT: “We are increasing the advertising budgets for REALM events and certifications.”
  • Incorrect: “We are increasing REALM’s advertising budgets for events and certifications.” Do Not Use REALM® Marks in the Plural Form: – 15 –

Because the two REALM® marks are not nouns neither should be used in the plural form.

Example:

  • CORRECT: “REALM members come from many corners of the globe.”
  • Incorrect: “Our members come from many REALMs.” Textually-Emphasize REALM® Marks:
    Distinguish REALM marks from the surrounding text to emphasize their statuses as marks. Example:
  • CORRECT: “REALM [all-caps, as a minimum] membership offers many advantages.”
  • CORRECT (& better): “REALM® [bold-type, all-caps, “ ® ” registered-mark symbol] certification is a must for high-end brokerages.”
  • Incorrect: “Even one realm [lower-case, no emphasis-font, no highlighting, no registration symbology] member can make a big difference.” Use the Proper Mark Notice Symbol: As outlined above, “REALM®” signifies membership in good standing in the REALM® group, along with certification of adherence to REALM® standards. Representation of that membership and standard is signified by the proper placement of the “ ® ” mark symbol, the symbol itself indicating mark registration with the U.S. Patent and Trademark Office. The “ ® ” symbol should be placed in superscript immediately after the term, “REALM”, when referring to either type of mark, thusly: REALM® NOTE: the “ ® ” symbol does not have to be used every time the mark is used in a given document or email exchange, but it should be used at least once in a prominent manner (i.e., toward the front of the communication or in another likely-to-be-seen location) to put others on notice of the mark’s registered status. Hence, the “[all-caps, as a minimum]” reference, above: The mark should always be in all-caps, but may or may not have an “®” symbol accompanying it, depending upon the circumstances discussed here and above. Also, note that the guidelines in this document (REALM® Collective and Certification Marks – Use And Protection Requirements) comply with U.S. law. However, proper mark use, registration and symbology for other countries are governed by the laws of those countries, and members are responsible for compliance with those laws. Please contact REALM LLC for any questions regarding this issue. Do Not Allow Others to Use REALM Trademarks Without Approval of REALM LLC Allowing third parties to use REALM trademarks without proper approval can jeopardize the marks and expose both the REALM association and the individual REALM member to potential liability. If a third party requests a license or permission to use any REALM trademarks please contact REALM LLC at: info@realm-global.com.

– 16 –

SOFTWARE AS A SERVICE AGREEMENT

This Software as a Service Agreement (“Agreement”), effective upon clicking “I Agree” by the Customer and providing access by the Provider (“Effective Date”), is between REALM LLC, a Wyoming limited liability company with offices located at P.O. Box 1440, Jackson, Wyoming (“Provider”) and [[AGENT’S or GROUP’S NAME]], with offices located at [[LOCATION]] (“Customer”). Provider wishes to offer Provider’s software-as-a-service (“SaaS”) to Customer and Customer desires access to the same, subject to the terms and conditions set forth in this Agreement. Accordingly, the parties agree as follows:

1. Definitions. Terms not otherwise defined in this Agreement have the meanings ascribed below:

Access Credentials” means any user name, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Services.

Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity or otherwise.

Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. As used in this paragraph, the term “control” means the power to cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or ownership of more than 50% of the voting securities of a Person.

Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement; and (ii) for whom access to the Services has been purchased hereunder.

Customer Data” means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly from Customer or an Authorized User by or through the Services, excluding Resultant Data.

Customer Systems” means the Customer’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services.

Documentation” means any manuals, instructions, or other documents or materials that the Provider provides or makes available to Customer in any form or medium and which describe the functionality, components, features, or requirements of the Services or Provider Materials, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.

GDPR” means General Data Protection Regulation, as passed and amended from time-to-time, by the European Union.

Harmful Code” means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data Processed thereby; or (b) prevent Customer or any Authorized User from accessing or using the Services or Provider Systems as intended by this Agreement. Harmful Code does not include any Provider Disabling Device.

Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or Page 1 of 17

otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

Losses” means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

Permitted Use” means any use of the Services by an Authorized User for the benefit of Customer in the ordinary course of its internal business operations.

Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association or other entity.

Personal Information” means information that Customer provides or for which Customer provides access to Provider, or information which Provider creates or obtains on behalf of Customer, in accordance with this Agreement that: (i) directly or indirectly identifies an individual (including, for example, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (ii) can be used to authenticate an individual. Customer’s business contact information is not by itself Personal Information.

Process” means to take any action or perform any operation or set of operations that the SaaS Services are capable of taking or performing on any data, information, or other content.

Provider Disabling Device” means any software, hardware, or other technology, device, or means (including any back door, time bomb, time out, drop dead device, software routine, or other disabling device) used by Provider or its designee to disable Customer’s or any Authorized User’s access to or use of the Services automatically with the passage of time or under the positive control of Provider or its designee.

Provider Materials” means the Services, Specifications, Documentation, and Provider Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans or reports, that are provided or used by Provider or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or Provider Systems. Provider Materials include Resultant Data and any information, data, or other content derived from Provider’s monitoring of Customer’s access to or use of the Services, but do not include Customer Data.

Provider Personnel” means all individuals involved in the performance of Services as employees, agents, or independent contractors of Provider or any Subcontractor.

Provider Systems” means the information technology infrastructure used by or on behalf of Provider in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Provider or through the use of third- party services.

Representatives” means, with respect to a party, that party’s and its Affiliates’ employees, officers, consultants, agents, independent contractors, service providers, sublicensees, subcontractors, and legal advisors.

Resultant Data” means data and information related to Customer’s use of the Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

Page 2 of 17

Services” means the software-as-a-service offering described in Exhibit A.

Third-Party Materials” means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Provider.

2. Services.

2.1. Access and Use. Subject to the terms and conditions of this Agreement, Provider grants Customer a non-exclusive, non-transferable right to access and use the SaaS offering described in Exhibit A (“Services”), without the right to sub-license, during the Term, solely for use by Authorized Users, and use is limited to Customer’s internal use. Provider shall provide Access Credentials on the Effective Date. The total number of Authorized Users will not exceed the number set forth in Exhibit A, except as agreed in writing by the parties.

2.2. Documentation License. Provider grants to Customer a non-exclusive, non-sublicensable, non- transferable license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Services.

2.3. Service and System Control. Except as otherwise expressly provided in this Agreement, Provider retains sole control over the operation, provision, maintenance and management of the Provider Materials. Customer retains sole control over the operation, maintenance, and management of, and all access to and use of, the Customer Systems, and sole responsibility for all access to and use of the Provider Materials by any Person by or through the Customer Systems or any other means controlled by Customer or any Authorized User, including any: (i) information, instructions, or materials provided by any of them to the Services or Provider; (ii) results obtained from any use of the Services or Provider Materials; and (iii) conclusions, decisions, or actions based on such use.

2.4. Reservation of Rights. Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services, Provider Materials, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Services, the Provider Materials, and the Third-Party Materials are and will remain with Provider and the respective rights holders in the Third-Party Materials.

2.5. Service Management. The Customer, throughout the Term, maintain within its organization a service manager to serve as such party’s primary point of contact for day-to-day communications, consultation, and decision-making regarding this Agreement. The service manager shall be responsible for providing all day-to-day consents and approvals on behalf of such party under this Agreement. Each Customer shall ensure its service manager has the requisite organizational authority, skill, experience, and other qualifications to perform in such capacity. The Customer shall provide timely written notice to the other party upon naming a new service manager.

2.6. Changes. Provider reserves the right to make changes to the Services or Provider Materials as Provider deems reasonably necessary. At any time during the Term, Customer may request in writing changes to the Services in Exhibit A, however any change will be effective only upon approval in writing by Provider.

2.7. Subcontractors. Provider may from time to time in its discretion engage third parties to perform Services (each, a “Subcontractor”).

2.8. Suspension or Termination of Services. Provider may, directly or indirectly, and by use of a Provider Disabling Device or any other lawful means, suspend, terminate, or otherwise deny Customer’s, any Authorized User’s, or any other Person’s access to or use of all or any part of the Services or Provider Materials, without

Page 3 of 17

incurring any resulting obligation or liability, if: (a) Provider receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Provider to do so; or (b) Provider reasonably believes: (i) Customer or any Authorized User has failed to comply with this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any instruction or requirement of the Specifications; (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities; (iii) this Agreement expires or is terminated; (iv) Customer fails to maintain their membership in good standing of REALM; or (v) Customer fails to meet minimum use requirements as managed and directed by REALM leadership. This Section 2.8 does not limit any of Provider’s other rights or remedies, whether at law, in equity, or under this Agreement.

3. Use Restrictions; Service Usage and Data Storage.

3.1. Use Restrictions. Customer shall not, and shall not permit any other Person to, access or use the Services or Provider Materials except as expressly permitted by this Agreement and, in the case of Third-Party Materials, the applicable third-party license agreement.

3.2. For purposes of clarity and without limiting the generality of the foregoing, Customer shall not, except as this Agreement expressly permits:

3.2.1. copy, modify, or create derivative works or improvements of the Services or Provider Materials;

3.2.2. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services or Provider Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;

3.2.3. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services or Provider Materials, in whole or in part;

3.2.4. bypass or breach any security device or protection used by the Services or Provider Materials or access or use the Services or Provider Materials other than as an Authorized User through the use of his or her own then valid Access Credentials;

3.2.5. input, upload, transmit, or otherwise provide to or through the Services or Provider Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;

3.2.6. damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, Provider Systems, or Provider’s provision of services to any third party, in whole or in part;

3.2.7. remove, delete, alter, or obscure any trademarks, Specifications, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services or Provider Materials, including any copy thereof;

3.2.8. access or use the Services or Provider Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other Provider customer), or that violates any applicable Law;

3.2.9. access or use the Services or Provider Materials for purposes of competitive analysis of the Services or Provider Materials, the development, provision, or use of a competing software service or product or any other purpose that is to the Provider’s detriment or commercial disadvantage; or

3.2.10. otherwise access or use the Services or Provider Materials beyond the scope of the Page 4 of 17

authorization granted under this Section 3.

4. Customer Obligations.

4.1. Customer Systems and Cooperation. Customer shall at all times during the Term: (a) set up, maintain, and operate in good repair and in accordance with the Specifications all Customer Systems on or through which the Services are accessed or used; (b) provide Provider Personnel with access to Customer’s premises and Customer Systems as necessary for Provider to perform the Services in accordance with this Agreement; and (c) provide all cooperation and assistance as Provider may reasonably request to enable Provider to exercise its rights and perform its obligations under and in connection with this Agreement.

4.2. Effect of Customer Failure or Delay. Provider is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer’s delay in performing, or failure to perform, any of its obligations under this Agreement (each, a “Customer Failure”).

4.3. Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity prohibited by Section 3, Customer shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services and Provider Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify Provider of any such actual or threatened activity.

4.4. Non-Solicitation. During the Term and for one year after, Customer shall not, and shall not assist any other Person to, directly or indirectly recruit or solicit (other than by general advertisement not directed specifically to any Person or Persons) for employment or engagement as an independent contractor any Person then or within the prior 12 months employed or engaged by Provider or any Subcontractor and involved in any respect with the Services or the performance of this Agreement. In the event of a violation of this Section 4.4, Provider will be entitled to liquidated damages equal to the compensation paid by Provider to the applicable employee or contractor during the prior 12 months.

5. Support Levels. The Services include Provider’s standard customer support services (“Support Services”) at the support levels Customer purchases, according to the Provider service support schedule identified at https://www.Agent.Realm-Global.com. Provider may amend this support schedule from time-to-time in its sole discretion. Customer may purchase enhanced support services separately at Provider’s then-current rates.

6. Data Backup. The Services do not replace the need for Customer to maintain regular data backups or redundant data archives. PROVIDER HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER DATA.

7. Security.

7.1. Provider Systems and Security Obligations. Each party will employ security measures in accordance with industry practice. Provider’s security measures and policies are as set forth on https://www.Agent.Realm- Global.com. (“Privacy and Security Policy”).

7.2. Data Breach Procedures. Provider maintains a data breach plan in accordance with the criteria set forth in Provider’s Privacy and Security Policy and shall implement the procedures required under such data breach plan on the occurrence of a “Data Breach” (as defined in such plan).

7.3. Customer Control and Responsibility. Customer has and will retain sole responsibility for: (a) all Page 5 of 17

Customer Data, including its content and authorized use; (b) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (c) Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services (“Customer Systems”); (d) the security and use of Customer’s and its Authorized Users’ Access Credentials; and (e) all access to and use of the Services and Provider Materials directly or indirectly by or through the Customer Systems or its or its Authorized Users’ Access Credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

7.4. Access and Security. Customer shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Services; and (b) control the content and use of Customer Data, including the uploading or other provision of Customer Data for Processing by the Services.

8. Fees and Payment.

Fees. Customer shall pay Provider all fees set forth in the Membership Agreement, of which a portion is consideration for this Agreement.

9. Confidentiality.

9.1. Confidential Information. In connection with this Agreement each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). Subject to Section 9.2, “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as “confidential”. Without limiting the foregoing, all Provider Materials are the Confidential Information of Provider and the financial terms and existence of this Agreement are the Confidential Information of each of the parties.

9.2. Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party’s knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

9.3. Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:

9.3.1. not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;

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9.3.2. except as may be permitted by and subject to its compliance with Section 9.4, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Section 9.3; and (iii) are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 9;

9.3.3. safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its sensitive information and in no event less than a reasonable degree of care; and

9.3.4. promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and take all reasonable steps to prevent further unauthorized use or disclosure; and

9.3.5. ensure its Representatives’ compliance with, and be responsible and liable for any of its Representatives’ non-compliance with, the terms of this Section 9.

9.3.6. Notwithstanding any other provisions of this Agreement, the Receiving Party’s obligations under this Section 9 with respect to any Confidential Information that constitutes a trade secret under any applicable Law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable Laws other than as a result of any act or omission of the Receiving Party or any of its Representatives.

9.4. Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 9.3; and (b) provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 9.4, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose.

10. Intellectual Property Rights.

10.1. Provider Materials. All right, title, and interest in and to the Provider Materials, including all Intellectual Property Rights therein, are and will remain with Provider and, with respect to Third-Party Materials, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Materials. Customer has no right, license, or authorization with respect to any of the Provider Materials except as expressly set forth in Section 2.1 or the applicable third-party license, in each case subject to Section 3.1. All other rights in and to the Provider Materials are expressly reserved by Provider. In furtherance of the foregoing, Customer hereby unconditionally and irrevocably grants and hereby assigns to Provider all right, title, and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto.

10.2. Customer Data. As between Customer and Provider, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in Section 10.4.

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10.3. Provider Materials. As between Customer and Provider, Provider is and will remain the sole and exclusive owner of all right, title, and interest in and to all Provider Materials and Resultant Data, including all Intellectual Property Rights relating thereto, subject to the specific rights and permissions granted to Customer under this Agreement. Customer further acknowledges that: (a) the Resultant Data is an original compilation protected by United States copyright laws; (b) Provider has dedicated substantial resources to collect, manage and compile the Resultant Data; and (c) the Resultant Data constitutes trade secrets of Licensor. Customer further acknowledges and agrees that use of Resultant data and Provider Materials are restricted to use solely as they relate to the Customer’s business. Any misappropriation or misuse of the resultant data or Provider Materials can be grounds for immediate termination as a material breach.

10.4. Consent to Use Customer Data. Customer hereby irrevocably grants all such rights and permissions in or relating to Customer Data as are necessary or useful to Provider, its Subcontractors, and the Provider Personnel to enforce this Agreement and exercise Provider’s, its Subcontractors’, and the Provider Personnel’s rights and perform Provider’s, its Subcontractors’, and the Provider Personnel’s obligations hereunder.

11. Representations and Warranties.

11.1. Mutual Representations and Warranties. Each party represents and warrants to the other party that:

11.1.1. it is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization;

11.1.2. it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement;

11.1.3. the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such party; and

11.1.4. when executed and delivered by both parties, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.

11.2. Additional Provider Representations, Warranties, and Covenants. Provider represents, warrants, and covenants to Customer that Provider will perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet its obligations under this Agreement. Provider agrees to comply with all applicable laws relating to data privacy.

11.3. Additional Customer Representations, Warranties, and Covenants. Customer represents, warrants, and covenants to Provider that Customer owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Data so that, as received by Provider and Processed in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any applicable Law. Customer agrees to comply with all applicable laws relating to data privacy.

11.4. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 11.1 AND SECTION 11.2, ALL SERVICES AND PROVIDER MATERIALS ARE PROVIDED “AS IS.” PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR PROVIDER MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY

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OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

12. Indemnification.

12.1. Provider Indemnification. Provider shall indemnify, defend, and hold harmless Customer and Customer’s officers, directors, employees, agents, permitted successors and assigns (each, a “Customer Indemnitee”) from and against any and all Losses incurred by the Customer Indemnitee resulting from any Action by a third party (other than an Affiliate of a Customer Indemnitee) that Customer’s or an Authorized User’s use of the Services (excluding Customer Data and Third-Party Materials) in accordance with this Agreement (including the Specifications) infringes or misappropriates such third party’s Intellectual Property Rights. The foregoing obligation does not apply to the extent that the alleged infringement arises from:

12.1.1. Third-Party Materials or Customer Data;

12.1.2. access to or use of the Provider Materials in combination with any hardware, system, software, network, or other materials or service not provided by Provider or specified for Customer’s use in the Documentation;

12.1.3. modification of the Provider Materials other than: (i) by or on behalf of Provider; or (ii) with Provider’s written approval in accordance with Provider’s written specification;

12.1.4. failure to timely implement any modifications, upgrades, replacements, or enhancements made available to Customer by or on behalf of Provider; or

12.1.5. act, omission, or other matter described in Section 12.2.1, Section 12.2.2, Section 12.2.3, or Section 12.2.4, whether or not the same results in any Action against or Losses by any Provider Indemnitee.

12.2. Customer Indemnification. Customer shall indemnify, defend, and hold harmless Provider and its Subcontractors and Affiliates, and each of its and their respective officers, directors, employees, agents, successors, and assigns (each, a “Provider Indemnitee”) from and against any and all Losses incurred by such Provider Indemnitee resulting from any Action by a third party (other than an Affiliate of a Provider Indemnitee) arising out of or resulting from, or are alleged to arise out of or to result from:

12.2.1. Customer Data, including any Processing of Customer Data by or on behalf of Provider in accordance with this Agreement;

12.2.2. any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Customer or any Authorized User, including Provider’s compliance with any specifications or directions provided by or on behalf of Customer or any Authorized User to the extent prepared without any contribution by Provider;

12.2.3. allegation of facts that, if true, would constitute Customer’s breach of any of its representations, warranties, covenants, or obligations under this Agreement; or

12.2.4. negligence or more culpable act or omission (including recklessness or willful misconduct) by Customer, any Authorized User, or any third party on behalf of Customer or any Authorized User, in connection with this Agreement.

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12.3. Indemnification Procedure. Each party shall promptly notify the other party in writing of any Action for which such party believes it is entitled to be indemnified pursuant to Section 12.1 or Section 12.2, as the case may be. The party seeking indemnification (the “Indemnitee”) shall cooperate with the other party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such Action, the Indemnitee shall have the right, but no obligation, to defend against such Action, including settling such Action after giving notice to the Indemnitor, in each case in such manner and on such terms as the Indemnitee may deem appropriate. The Indemnitee’s failure to perform any obligations under this Section 12.3 will not relieve the Indemnitor of its obligations under this Section 12, except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure.

12.4. Mitigation. If any of the Services or Provider Materials are, or in Provider’s opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if Customer’s or any Authorized User’s use of the Services or Provider Materials is enjoined or threatened to be enjoined, Provider may, at its option and sole cost and expense:

12.4.1. obtain the right for Customer to continue to use the Services and Provider Materials materially as contemplated by this Agreement;

12.4.2. modify or replace the Services and Provider Materials, in whole or in part, to seek to make the Services and Provider Materials (as so modified or replaced) non-infringing, while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute Services and Provider Materials, as applicable, under this Agreement; or

12.4.3. by written notice to Customer, terminate this Agreement and require Customer to immediately cease any use of the Services and Provider Materials or any specified part or feature thereof, provided that if such termination occurs prior to 1 year after the Effective Date, subject to Customer’s compliance with its post-termination obligations set forth in Section 14.4, Customer will be entitled to a refund of any amounts paid prior to the termination date and covering periods occurring after the termination date.

12.5. Sole Remedy. THIS SECTION 12 SETS FORTH CUSTOMER’S SOLE REMEDIES AND PROVIDER’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES AND PROVIDER MATERIALS OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

13. Limitations of Liability.

13.1. EXCLUSION OF DAMAGES. IN NO EVENT WILL PROVIDER OR ANY OF ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f)

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CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

13.2. CAP ON MONETARY LIABILITY. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF PROVIDER ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14. Term and Termination.

14.1. Initial Term. The initial term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant any of the Agreement’s express provisions, will continue in effect until 1 year from the Effective Date (“Initial Term”) as governed by the Membership Agreement.

14.2. Termination. In addition to any other express termination right set forth elsewhere in this Agreement and in the Membership Agreement:

14.2.1. ProvidermayterminatethisAgreement,effectiveonwrittennoticetoCustomer,ifCustomer: (i) fails to pay any amount when due hereunder, and such failure continues more than 30 days after Provider’s delivery of written notice thereof; or (ii) breaches any of its obligations under Section 3.1, Section 7 or Section 9;

14.2.2. ProvidermayterminatethisAgreementforconvenience,uponwrittennoticeofnotlessthan 60 days to Customer;

14.2.3. either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach; and

14.2.4. eitherpartymayterminatethisAgreement,effectiveimmediatelyuponwrittennoticetothe other party, if the other party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

14.3. Effect of Termination or Expiration. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement:

14.3.1. all rights, licenses, consents, and authorizations granted by either party to the other hereunder will immediately terminate;

14.3.2. Provider shall immediately cease all use of any Customer Data or Customer’s Confidential Information and (i) promptly return to Customer, or at Customer’s written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on Customer Data or Customer’s Confidential Information; and (ii) permanently erase all Customer Data and Customer’s Confidential Information from all

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systems Provider directly or indirectly controls (but Provider’s obligations under this Section 14.4.2 do not apply to any Resultant Data);

14.3.3. Customer shall immediately cease all use of any Services or Provider Materials and (i) promptly return to Provider, or at Provider’s written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on any Provider Materials or Provider’s Confidential Information; and (ii) permanently erase all Provider Materials and Provider’s Confidential Information from all systems Customer directly or indirectly controls; and (iii) certify to Provider in a signed written instrument that it has complied with the requirements of this Section 14.4.3;

14.3.4. notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control: (i) the Receiving Party may retain the Disclosing Party’s Confidential Information; and (ii) Provider may retain Customer Data in its then-current state and solely to the extent and for so long as required by applicable Law; (iii) Provider may also retain Customer Data in its backups, archives, and disaster recovery systems until such Customer Data is deleted in the ordinary course; and (v) all information and materials described in this Section 14.4.4 will remain subject to all confidentiality, security, and other applicable requirements of this Agreement;

14.3.5. Provider may disable all Customer and Authorized User access to the Provider Materials;

14.3.6. if Customer terminates this Agreement pursuant to Section 14.3.2, Customer will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and Provider will refund to Customer Fees paid in advance for Services Provider has not performed as of the effective date of termination.

14.3.7. if Provider terminates this Agreement pursuant to Section 14.3.1 or Section 14.3.3, all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Customer shall pay such Fees, together with all previously-accrued but not yet paid Fees, on receipt of Provider’s invoice therefor.

14.4. Surviving Terms. The provisions set forth in the following sections, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: Section 3.1, Section 9, Section 11.4, Section 12, Section 13, Section 14.4, this Section 14.5, and Section 15.

15. Miscellaneous.

15.1. Further Assurances. On a party’s reasonable request, the other party shall, at the requesting party’s sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, as may be necessary to give full effect to this Agreement.

15.2. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

15.3. Public Announcements. Neither party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or, unless expressly permitted under this Agreement, otherwise use the other party’s trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior written consent of the other

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party, which consent shall not be unreasonably withheld, provided, however, that Provider may, without Customer’s consent, include Customer’s name and other indicia in its lists of Provider’s current or former customers of Provider in promotional and marketing materials.

15.4. Notices. Any notice, request, consent, claim, demand, waiver or other communications under this Agreement have legal effect only if in writing and addressed to a party as follows (or to such other address or such other person that such party may designate from time to time in accordance with this Section 15.4):

If to Provider:

If to Customer:

P.O. Box 1440
Jackson, WY 83001
Email: Concierge@realm-global.com Attention: Notifications

[[AGENT or GROUP NAME]] [[LOCATION]]

Notices sent in accordance with this Section 15.4 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by email (in each case, with confirmation of transmission), if sent during the addressee’s normal business hours (and on the next business day, if sent after the addressee’s normal business hours); and (d) on the fourth day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.

15.5. Interpretation. For purposes of this Agreement: (a) the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (x) to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments, and appendices attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.

15.6. Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

15.7. Entire Agreement. This Agreement, together with any documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements

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made in the body of this Agreement, the related exhibits, schedules, attachments, and appendices and any other documents incorporated herein by reference, the following order of precedence governs: (a) first, this Agreement, excluding its exhibits, schedules, attachments, and appendices; (b) second, the exhibits, schedules, attachments, and appendices to this Agreement as of the Effective Date; and (c) third, any other documents incorporated herein by reference.

15.8. Assignment. Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Provider’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation, or reorganization involving Customer (regardless of whether Customer is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance under this Agreement for which Provider’s prior written consent is required. No assignment, delegation, or transfer will relieve Customer of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 15.8 is void. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and permitted assigns.

15.9. Force Majeure.

15.9.1. No Breach or Default. In no event will either party be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments), when and to the extent such failure or delay is caused by any circumstances beyond such party’s reasonable control (a “Force Majeure Event”), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of Law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota, or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. Either party may terminate this Agreement if a Force Majeure Event affecting the other party continues substantially uninterrupted for a period of 30 days or more.

15.9.2. Affected Party Obligations. In the event of any failure or delay caused by a Force Majeure Event, the affected party shall give prompt written notice to the other party, stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

15.10. Third-Party Beneficiaries.

a) Except as set forth in Section 15.10 a) below, this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

b) The parties hereby designate Realm IP LLC as third-party beneficiaries of this Agreement having the right to enforce it in its entirety.

15.11. Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights,

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remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

15.12. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

15.13. Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Wyoming without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Wyoming. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Wyoming in each case located in the city of Jackson and County of Teton, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.

15.14. Equitable Relief. Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 9 or, in the case of Customer, Section 3.1, Section 4.3, Section 7 or Section 9, would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

15.15. Attorneys’ Fees. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either party against the other party arising out of or related to this Agreement, the prevailing party is entitled to recover its actual attorneys’ fees and court costs from the non-prevailing party.

15.16. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by email is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

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EXHIBIT A

Collaborative Matching Platform (CMP)-AGENT is an annual renewal subscription service curated for an individual agent wishing to generate higher quality relationships with potential clients. With CMP-AGENT, you’ll have access to CMP Intelligence, the full REALM member network (including unlimited listing, client, and qualified buyer information), member-only events, a data feed integration, and effective customer support:

  • Sized for 1 agent
  • Access to CMP Intelligence
  • Access to REALM member network
  • Access to REALM events
  • Unlimited listings
  • Access to client information from proprietary database
  • Unlimited clients & client profiles
  • Unlimited qualified buyer matches
  • Access to proprietary content and analytics
  • Data feed integration
  • Prioritized support CMP-Team is an annual renewal subscription service for relationship-focused teams. Similar to CMP-AGENT, with CMP-Team you’ll have access to CMP Intelligence, the full REALM member network (including unlimited listing, client, and qualified buyer information), member-only events, a data feed integration, and effective customer support. REALM Team is designed for multiple agents under one brokerage wishing to utilize REALM:
  • Sized for 2-8 agent-teams
  • Access to CMP Intelligence
  • Access to REALM member network
  • Access to REALM events
  • Unlimited listings
  • Access to client information from proprietary database
  • Unlimited qualified buyer matches
  • Access to proprietary content and analytics
  • Data feed integration
  • Prioritized support CMP-Team XL is an enterprise solution for large scale teams. To qualify for CMP-Team XL, your team must have no less than 9 members. With a CMP-Team XL, your team will have access to CMP Intelligence, the full REALM member network (including unlimited listing, client, and qualified buyer information), member-only events, a data feed integration, and effective customer support:
  • Sized for 9+ agent-teams
  • Access to CMP Intelligence
  • Access to REALM member network
  • Access to REALM events
  • Access to client information from proprietary database
  • Unlimited listings
  • Unlimited clients & client profiles
  • Unlimited qualified buyer matches
  • Access to proprietary content and analytics
  • Data feed integration
  • Prioritized support