Application End User License Agreement

Lastest Update: June 4, 2022

This Application End User License Agreement (this "Agreement") is a binding agreement between you ("User" or "you") and Showing Agent Services, LLC ("Company" or "Showami"). This Agreement governs your use of the Showami application (including all related documentation including but not exclusively the web- based and/or mobile app-based "Application" or "Showami Platform"), which is licensed, not sold, to you in accordance with these Application End User License Agreement terms.

In order to use the Application, you must be an Initiating Agent, Showing Agent, or Brokerage all which are defined as follows: The "Initiating Agent" is a real estate agent that is seeking a person to open property for a potential buyer or other clients (the "Initiating Agent's Client"). The "Showing Agent" is a real estate agent who is seeking to open properties for Initiating Agents (the "Showing Agent Services"). The "Brokerage" is a real estate brokerage (individual or company) for which, for purposes of remuneration to Showing Agent under this agreement, Showing Agent is a real estate agent, and to which, at the request of Initiating Agent when specifically prompted in the Showami Platform, Showami will remit fees earned by performing Showing Agent Services.

By clicking I ACCEPT at the bottom of your profile page or within the Application, you (A) acknowledge that you have read and understand this Agreement and the Privacy Policy (defined below); (B) warrant and affirm that you are a real estate agent and/or real estate broker actively licensed in a state and/or territory of the United States to represent both buyers and sellers of real estate transactions and have access to the Multiple Listing Services ("MLS") governed by the National Association of Realtors and are thus a "Licensed Real Estate Agent" and adhere to their codes of ethics and professionalism ("Real Estate Codes"); (C) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER and/or of the legal age to enter into a binding agreement, AND (D) accept this agreement and agree that you are legally bound by its terms and any updates that may occur from time to time. By accessing or using the Application, you confirm your agreement to be bound by this Agreement and any updates to this Agreement in accordance with the terms of this agreement. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE APPLICATION AND MUST STOP YOUR USAGE OF THE APPLICATION IMMEDIATELY. This Agreement supersedes any prior agreements or arrangements with you regarding the usage of the Showami Platform.

PLEASE NOTE YOU MAY BE REQUESTED TO PROVIDE ELECTRONIC SIGNATURES THROUGHOUT YOUR USAGE OF THE SHOWAMI PLATFORM AND SERVICES AND AGREE TO DO SAME.

BY USING THIS SITE, YOU ACKNOWLEDGE THAT THE CONTENT AND SERVICES OF THIS APPLICATION ARE LIMITED TO CONNECTING INITIATING AGENTS AND SHOWING AGENTS, BOTH OF WHOM ARE RESPONSIBLE FOR MAKING REPRESENTATIONS OF LICENSURE TO PROVIDE REAL ESTATE SERVICES. SHOWAMI MAKES NO AFFIRMATIVE REPRESENTATION THAT THE SHOWAMI PLATFORM VERIFIES OR OTHERWISE CONFIRMS OR WARRANTS THAT, (A) THE INITIATING AGENT HAS AN AGENCY AGREEMENT, (B) WHETHER A PARTY'S REPRESENTATIONS ARE TRUE OR CORRECT, (C) THAT THE SHOWING AGENT IS WILLING OR ABLE TO FULFILL THE SERVICES AGREED TO, OR (D) THAT THE SHOWING AGENT WILL NOT PROVIDE ANY COMPETITIVE INFORMATION, I.E., GIVING AN OPINION OF PRICE, AND/OR CONDITION OF THE PROPERTY AND/OR SOLICITING THE CLIENT (EVEN THOUGH THESE ACTIONS ARE STRICTLY PROHIBITED UNDER THIS APPLICATION USER LICENSE AGREEMENT). ACCORDINGLY, BOTH THE INITIATING AGENT AND THE SHOWING AGENT ARE STRONGLY ENCOURAGED TO CONDUCT THOROUGH DUE DILIGENCE BEFORE CONTRACTING WITH EACH OTHER FOR SERVICES.

Real Estate License Requirement. THE APPLICATION IS ONLY FOR LICENSED REAL ESTATE AGENTS. If you are not licensed to represent parties in real estate transactions, you must immediately stop your access and usage of the Showami Platform and request to delete your account.

Users may be subject to a review process at any time they attempt to and/or actually use the Showami Platform, which may include but is not limited to identity and licensure verification using third-party services as appropriate ("Real Estate License Checks"). Although Showami may perform Real Estate License Checks, Showami cannot confirm that any User is who he/she claims to be or has the licensure he/she claims to have. Therefore, Showami cannot and does not assume any responsibility for the accuracy or reliability of the Real Estate License Checks.

Marketplace. The Company operates the Application as a digital marketplace platform that is accessed in a number of forms, including through mobile and/or web interface devices. Among other functions, the Showami Platform enables you to request and receive services from other real estate agents licensed in your jurisdiction. To access and use the Showami Platform, Showami grants you a license, described in greater detail below. In addition, Showami may provide support services, such as payment processing and customer support.

You acknowledge that your ability to request, and if applicable, obtain Showing Agent Services from a Showing Agent, in connection with use of the Showami Platform does NOT establish Showami as the provider of the Showing Agent Services or any real estate services. Showami does not provide Showing Agent Services but instead is merely the provider of the Application.

You also acknowledge that SHOWAMI AND THE SHOWAMI PLATFORM DOES NOT SHOW REAL ESTATE, SELL REAL ESTATE, OR PROVIDE ANY ASSISTANCE IN THE SHOWING, SELLING, OR PURCHASING OF REAL ESTATE OR PROVIDE ANY REAL ESTATE SERVICES WHATSOEVER. The Showami Platform is merely a marketplace to connect Showing Agents and Initiating Agents who wish to assist each other in providing access to homes for sale or rent. Showami is not responsible for the performance or communications to you or any of its users, in part because Showami has no control over the quality, timing, legality, failure to provide, or any other aspect of Showing Agent Services.

End User Representations and Warranties. End Users represent and warrant that:

You are at 18 years of age or older.

You have the right, authority, and capacity to enter into this Agreement and abide by the terms and conditions of this Agreement and that you will so abide.

You will use your real, legal name on your account.

You will not use the Showami Platform and Services to solicit for employment or otherwise induce influence or encourage others to terminate their employment or other Showami Platform and Services users.

You will only provide Showing Agent Services in states you are registered as a licensed real estate agent.

You have secured any necessary permission, such as Brokerage permission or permission from Initiating Agent's Client, to use the Showami Platform and Services and engage as an Initiating Agent or Showing Agent.

You will respect the privacy, property, and data protection rights of Users and the people you may be performing Showing Agent Services for.

You will fulfill the commitments you make to other Users, communicate clearly and promptly, and be present and/or available at the time you agree upon.

You will act professionally and responsibly and in accordance with the Real Estate Codes in your interactions with other Users and any people you provide Showing Agent Services for.

When using or accessing the Showami Platform, you will act in accordance with all applicable local, state, provincial, national, or international law or customs and in good faith.

You will abide by any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).

You agree to indemnify, defend and hold harmless Company and its officers, directors, employees, agents, affiliates, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to your breach of the End User Representations and Warranty terms including for any party or non-party allegations of misuse of the Application or your breach of this Agreement including but not exclusively. Furthermore, you agree that Showami assumes no responsibility for the content you submit or make available through this Application.

Payment Processing. Payment processing services for Initiating Agents and Showing Agents on the Showami Platform are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). By agreeing to this Application or continuing to use the Showami Platform and Services, you agree to be bound by the Stripe Services Agreement, as Stripe may modify the same from time to time. In addition, as a condition of Showami enabling payment processing services through Stripe, you agree to provide Showami with accurate and complete information about you and your business, and you authorize Showami to share it and transaction information related to your use of the payment processing services provided by Stripe. You also agree and acknowledge that Showami, at its exclusive discretion, may change the payment processing services without notice to you and for which you will be required to utilize its services agreement.

User Content. "User Content" is any literal or graphic representations you input into Showami Platform, or in any way to Showami, its affiliates, or other Users in connection with your usage of the Showami Platform and Services, including but not limited to posting made as an Initiating Agent and Showing Agent for any reason. You are solely responsible for your User Content, and the Company acts as a mere passive conduit for the online distribution and publication of your User Content. By placing postings on the Showami Platform, you grant Showami a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to use, modify, distribute, and otherwise exploit your User Content in any manner in order to provide your User Content to others as intended. You acknowledge and agree that Showami is not involved in the creation or development of User Content, disclaims any responsibility for User Content, and cannot be liable for claims arising out of or relating to User Content. Showami has no responsibility or obligation to monitor or review User Content and reserves the right to remove or limit User Content at any time for any reason, including if it is not compliant with this Agreement.

You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents, and releases necessary to grant Showami the license to the User Content as set forth above; and (ii) neither the User Content, nor your submission, uploading, publishing or otherwise making available of such User Content, nor Showami's use of the User Content as permitted herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You agree not to provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive or illegal, as determined by Showami in its sole discretion, whether or not such material may be protected by law.

License Grant And Limitations. Subject to your agreement to the terms of this entire Agreement, Showami is granting you a limited, non-exclusive, and non-transferable license to access and use the Application online and download, install and use the Application for your exclusive use on any device owned or otherwise controlled by you ("Device") strictly in accordance with this Agreement; and access, stream, download, and use on such Device the Content and Services made available in or otherwise accessible through the Application, strictly in accordance with this Agreement and the Terms of Use applicable to such Content and Services.

Under no circumstance are you permitted to:

copy the Application, except as expressly permitted by this license;

modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application;

reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;

remove, delete, alter or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof;

rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Application or any features or functionality of the Application to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time;

remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application; and/or

use the Application in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person or violates any applicable law.

Reservation of Rights. You acknowledge and agree that the Application is provided under license and not sold to you, and Showami may cancel such license at any time with or without notice or cause. You may cancel such a license by unsubscribing to the Application. Regardless of circumstances, you do not acquire any ownership interest in the Application under this Agreement or any other rights other than to use the Application according to the license granted and subject to all terms, conditions, and restrictions under this Agreement. Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

Collection and Use of Your Information. You acknowledge that when you download, install or use the Application; the Company may use automatic means (including, for example, cookies and web beacons) to collect information about your device and your use of the Application. You also may be required to provide certain information about yourself as a condition for downloading, installing, or using the Application and most of its features or functionality. The Application may provide you with opportunities to share information about yourself with others. All information Showami collects through or in connection with this Application is subject to our Privacy Policy. By downloading, installing, using, and providing information to or through this Application, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

If you choose or are provided with a username, password, or any other piece of information as part of our security procedures, you agree to treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Application or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other security breach. You should use particular caution when accessing your account from a public or shared computer so that others cannot view or record your password or other personal information.

Showami has the right to disable any username, password, or another identifier, whether chosen by you or provided by us, at any time in our sole discretion for any reason, including if you are, in our opinion, have violated any provision of this Agreement.

Account Deletion. You may request for your account to be deleted at any time. The Company may keep your account records, such as your information, what showings you participated in, what payments were made to you, or other payment information. All records kept of your account will adhere to the Privacy Policy.

Content and Services. The Application is also accessible via www.showami.com (the "Website"), and products and services are accessible thereon. In addition, particular features, functionality, and content accessible on or through the Application may be hosted on the Website (collectively, "Showami Platform and Services"). Your access to and use of such Showami Platform and Services may require you to acknowledge your acceptance of this Agreement and the Privacy Policy a nd/or register with the Website. Your failure to do so may restrict you from accessing or using certain of the Application's features and functionality.

Geographic Restrictions. The Content and Services are based and provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some of the Content and Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Content and Services from outside the United States, you are responsible for compliance with local laws.

Updates. From time to time in its sole discretion, the company may develop and provide Application updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that the Company has no obligation to provide any Updates or continue to provide or enable any particular features or functionality. If you use the web- based Showami Platform, the updates will be automatic and may not be noticeable to you. However, if you use the Device-based Showami Platform, based on your Device settings, when your device is connected to the internet, either:

The Application will automatically download and install all available Updates, or

you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.

Intellectual Property. User acknowledges that, as between User and Showami, Showami owns the all rights, title, and interest, including all intellectual property rights, in and to the Showami Platform and Services and all other intellectual property provided to User ("Showami IP") 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.

If you believe that any User Contributions violate your copyright, please contact our legal department in writing at Showami, Legal Department, 1800 Glenarm Place #503, Denver, Colorado 80202, with the DMCA Notice information. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. ยง 512) ("DMCA"), the written notice (the "DMCA Notice") must include the following information:

The Identity of the copyrighted work you believe in having been infringed or if the claim involves multiple works on the Website, a representative list of such works.

The identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.

Adequate information by which the Company can contact you (including your name, postal address, telephone number, and, if available, email address).

A statement that you have a good faith belief that the use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.

A statement that the information in the written notice is accurate.

Under penalty of perjury, a statement that you are authorized to act on behalf of the copyright owner.

Your physical or electronic signature.

Third-Party Materials. The Application may display, include or make available third- party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third Party Materials"). You acknowledge and agree that the Company is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect. The company does not assume and will not have any liability or responsibility to you or any other person or entity for any third-party materials. Third- Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties terms and conditions.

Term and Termination. The term of Agreement commences when you install the Application/acknowledge your acceptance and will continue in effect until terminated by you or Company as set forth in this Section.

You may terminate this Agreement by deleting the Application and all copies thereof from your Device.

The company may terminate this Agreement without notice or if it ceases to support the Application, which the Company may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.

Upon termination:

all rights granted to you under this Agreement will also terminate; and

you must cease all use of the Application and delete all copies of the Application from your Device and account.

Termination will not limit any of Company's rights or remedies at law or in equity.

Disclaimer of Warranties. THE APPLICATION IS PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES FOR:

PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL,PUNITIVE AND/OR DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

Export Regulation. The Application may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules and complete all required undertakings (including obtaining any necessary export license or other governmental approval) prior to exporting, re- exporting, releasing, or otherwise making the Application available outside the US.

Severability. Suppose any provision of this Agreement is illegal or unenforceable under applicable law. In that case, the remainder of the provision will be amended to achieve the effect of the original term as close as possible, and all other provisions of this Agreement will continue in full force and effect.

Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Colorado 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 Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of Colorado in each case located in Denver. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue in such courts.

Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Entire Agreement. This Agreement and our Privacy Policy c onstitute the entire agreement between you and Company with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application.

Waiver. No failure to exercise and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.

Notices. You consent to receive any agreements, notices, disclosures, and other communications (collectively, "Notices") to which this Agreement refers electronically, including without limitation by email, text or SMS or by Showami posting Notices on the Application. You agree that all Notices that we provide electronically satisfy any legal requirement that such communication be in writing. Notices includes any notice of updates to this Agreement and the Privacy Policy.

Consent to Electronic Signatures. By using the Showami Platform, you agree to transact electronically through the Showami Platform. You also agree to the following: a) your electronic signature is the equivalent of your manual signature and has the same legal effect, validity, and enforceability as a paper-based signature, b) your use of a keypad, mount, or other device to select an item, button, icon, or similar act/action constitutes your signature as if actually signed by you in writing, c) no certification authority or other third party verification is necessary to validate your electronic signature, and d) the lack of such certificate or verification will not in any way affect the enforceability of your electronic signature.

Specific Terms for Showing Agent. In addition to all other terms in this Agreement (excluding the Specific Terms for Initiating Agents), Showing Agent agrees as follows:

Representations and Warranties of Showing Agent:

As a Showing Agent End User:

You agree to act exclusively at the direction of and be limited to performing services for the Initiating Agent: specifically, to secure ingress and egress to the real estate premises identified by the Initiating Agent for the Initiating Agent's Client as directed by the Initiating Agent and, if required, obtaining additional information from the Initiating Agent regarding same.

You agree to remain at the real estate premises identified by the Initiating Agent during the viewing of the real estate premises identified by the Initiating Agent. You have any and all insurance required to perform the services required by you as the Showing Agent.

You are not an agent or sub-agent of the Initiating Agent.

You are not an agent for the Initiating Agent's Client.

You will not have any substantive discussion and/or answer any questions regarding the subject of real estate to the Initiating Agent's Client (including but not exclusively about the price, the real estate market, the neighborhood, the condition of the property, and/or any other real estate information that a licensed real estate agent would generally proffer between you and the Initiating Agent's Client.)

You agree to provide any questions of a substantive nature to Initiating Agent

You will not directly or indirectly solicit nor contact (including but not limited to email, regular mail, express mail, telephone, fax, and instant message), attempt to contact, or meet with any Initiating Agent's Client for any reason.

You will only be paid when you complete the task requested by the Initiating Agent and are owned no consideration until that point unless the Initiating Agent cancels a showing greater than ten minutes after you accepted it and within 2 hours of the showing time.

Unless you request your Brokerage to be paid directly, you are able to be paid directly, and not through your Brokerage, in accordance with any and all applicable local, state, provincial, national, or international law or custom and in good faith.

Additional Representations and Warranties May Be Required by Initiating Agent

Showing Agent agrees that its services provided to Initiating Agent do not create an agency between the Showing Agent and Initiating Agent and/or Initiating Agent's Client. Showing Agent agrees to execute any non-representation and/or non-agency forms to show they are not representing the Initiating Agent's Client. Showing Agent also explicitly waives any claims that they are under ANY CIRCUMSTANCE the procuring cause of the sale of the real estate for three years after it performed such services. Showing Agent also agrees not to solicit the Initiating Agent's Client directly or indirectly for at least three years.

Showing Agent agrees that if it requests that its Brokerage be paid, as opposed to the Showing Agent, on the Showami Platform, Showami shall transfer any amounts due only to the Brokerage provided by the Showing Agent, if any. The Showing Agent agrees it is solely responsible for assuring that such information provided to Showami through the Showami Platform is correct, and also assuring that the Brokerage is aware and able to accept and distribute such payments to the Showing Agent.

Showing Agent agrees to provide Showami and/or Initiating Agent consent forms establishing a non-agency relationship with Initiating Agent's Client if requested. However, the Company has no responsibility and/or has no liability to secure such permissions orally or in writing.

Specific Terms for Initiating Agents

Payment Terms

As Initiating Agent (before/after/at the sign up of a Showing Agent), you agree to pay amounts due and owing as identified in the Showami Platform for the services provided by the Showing Agent WHEN PROMPTED THROUGH STRIPE (or any other credit and/or debit processor the Company has contracted with to provide the service). No consideration is due to Showing Agent if the Showing Agent cancels before providing such service.

If you cancel or change the requested time of the services within ten minutes after Showing Agent accepts your assignment, you owe no payment and any credit card payment will be no be charged. If you cancel greater than ten minutes after a Showing Agent accepts your assignment and between 30 minutes and two hours of the showing, you owe partial payment of $20. Showings canceled within 30 minutes of the showing will be charged in full.

Any amounts due will be transferred automatically by STRIPE (or any other credit and/or debit processor the Company has contracted with to provide the service) minus transaction fees on any tip received to the bank account (or other payment account) provided by the Showing Agent as soon as the Initiating Agent has paid the Initiating Agent Fee.

You further acknowledge that any Showing Agents ARE NOT AGENTS, APPARENT AGENTS, OSTENSIBLE AGENTS, PARTNERS, INDEPENDENT CONTRACTORS, OR EMPLOYEES OF SHOWAMI.

You also acknowledge that Showami does not supervise, scope, direct, control, or monitor a Showing Agent's services and that Showami EXPRESSLY DISCLAIMS (TO THE EXTENT PERMITTED BY LAW) ANY RESPONSIBILITY AND LIABILITY FOR THE WORK PERFORMED AND THE TASKS IN ANY MANNER, INCLUDING BUT NOT LIMITED TO A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES, WARRANTY OR CONDITION OF QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH ANY LAW, STATUTE, ORDINANCE, REGULATION, OR CODE.

If the Showing Agent and the Initiating Agent are not employed or otherwise affiliated with the same Brokerage, you agree to utilize the Showami Platform only to direct the Showing Agent to specifically to secure ingress and egress to the real estate premises identified by you for Initiating Agent's Clients, and if required, provide additional information from your agents regarding same.

You agree and acknowledge that the Brokerage you are affiliated with may (or may not) limit the pool of Showing Agents you may utilize at its sole discretion.