TERMS OF ENGAGEMENT

1.      Assurances,Commitments, and Guarantees.

‍(a) The Agent assures, commits, and guarantees to the Broker and its associated entities ("Affiliates") that: (i) The Agent possesses full legal authorization to sign the ICA and provide real estate brokerage services("Services"); (ii) in adherence to applicable laws, the Agent's real estate license(s) will solely align with the Broker’s (or its parent,subsidiary, or otherwise affiliated entities, hereinafter “Affiliates”) real estate broker’s license; (iii) the Agent pledges to consistently maintain their real estate license(s) in an active and compliant state; (iv) any business expenditure arising from, or in connection with, the Services will be paid by the Agent; and (v) there is no threatened, pending or current dispute, claim, administrative complaint, investigation, arbitration, and/or litigation (each, a “Dispute”) against Agent as of the Start Date that is outstanding and none has occurreate Agent is so authorized. However, the Agent's obligations pertaining to confidentiality, as delineated herein, will be instated upon the ICA's signing.

(b) Both the Agent and the Broker certify that: (i) they hold proper licenses in compliance with all applicable laws where the Services are rendered by the Agent. Such adherence shall not modify the Agent's standing as an independent entity; (ii) in exception to prior provisions, the Agent attests that should they not possess the appropriate real estate license upon entering the Independent Contractor Agreement (ICA), they shall refrain from engaging in activities necessitating such a license. This includes, but is not limited to, marketing, representation of buyers, tenants, landlords, or sellers in property transactions, listing solicitations, functioning in a referral-only capacity, and accepting commissions. The Agent will await proper authorization from the jurisdiction's designated real estate licensing body where the Services are to be rendered ("Applicable Authority"). Additionally, the Agent acknowledges and agrees that the ICA shall not become effective until he date Agent is so authorized. However, the Agent's obligations pertaining to confidentiality, as delineated herein, will be instated upon the ICA's signing.

(c) The Agent is explicitly not an employee of the Broker and must refrain from representing themselves as such to any external entities or third parties. (i) As an independent contractor, the Agent will not receive traditional employee benefits from the Broker, including but not limited to social security, unemployment allowances, medical insurance, or pension contributions; (ii) Subject to Laws, the Broker respects the Agent's operational autonomy and, will not dictate the Agent's activities to a particular geographical area, impose specific work schedules, or control any other aspects of the Agent's professional activities; (iii) Financially, the Agent is solely responsible for filing their income tax returns, ensuring the payment of all relevant income and withholding taxes, and obtaining essential insurances such as general liability and workers’ compensation; (iv) Their compensation is structured as sales-driven commissions, with payments reflecting sales achievements without tax deductions from the Broker, and without the provision to request advances against anticipated commissions (Agent may only request commission advances through EarlyPay, a simpliHŌMaffiliate); (v) Subject to the terms of the Independent Contractor Agreement (ICA), the Agent retains the flexibility to engage in outside employment and is permitted to work from any location, on any days and hours, and in any way the Agent elects.

‍2. Agent Obligations. 

(a) Compliance with Previous Agreements: The Agent recognizes and agrees that from the time their license aligns with the Broker (referred to as the "Association Date") until they part ways, they must adhere to any binding terms from prior third-party contracts (like those with a previous brokerage firm). Such terms may affect the Agent's capability to offer services to the Broker. This includes potential constraints on: (i) Revealing confidential details, and (ii) Recruiting or approaching employees or other independent contractors. The Agent commits not to use or unveil any such restricted information while delivering their Services. While the Agent can maintain their personal and professional contacts, they shouldn't access or share with the Broker any information they didn't personally produce, unless explicitly allowed. The Broker retains all rights and does not acknowledge the legal enforceability of such third-party terms by acknowledging them here. However, if the Agent does not inform the Broker about these third-party commitments before agreeing to the Independent Contractor Agreement (ICA), the Broker has grounds to terminate the ICA.

(b) Adherence to Legal Requirements: Agent commits to observing all relevant laws, whether they are international, federal, state, or local, including but not restricted to “fair housing” laws, “do not call” laws, MLS and other listing service rules and regulations, and all laws pertaining to the real estate brokerage and sales business. In order to promote a property as an upcoming listing ("Coming Soon Listing"), the Agent must ensure that: (i) the listing aligns with all legal requirements, (ii) it is an exclusive listing of the Agent under an agreement with the Broker, and (iii) the property is showcased as a Coming Soon Listing solely when it serves the property owner's interests and is based on the owner's explicit decision. The Broker strictly forbids using the Coming Soon Listing feature to earn commissions from both buyer and seller sides of a transaction.

c) Agent’s Conduct: The Agent commits to maintaining a professional demeanor and shall avoid: (i) Behaviors or omissions that could be perceived as breaching real estate ethical codes or standards, encompassing those set by the MLS, state realtor associations, NAR, other similar entities, and the Broker's own guidelines for agent behavior; (ii) engaging in fraudulent activities, theft, embezzlement, or other actions contrary to law; (iii) sharing the Broker's confidential information unless explicitly authorized in this agreement; (iv) neglecting responsibilities as outlined in this agreement or acting disloyally towards the Broker; (v) violate any of the Broker's or their Affiliates’ written procedures, policies, or guidelines linked to the Agent's performance of Services, which include, without limitation, any programspecific guidelines issued in connection with any program offered by Broker or Broker’s Affiliate programs, (e.g. Refresh, Guaranteed Offer, HANDLD, etc.); (vi) deliberately neglecting or continuing to neglect, even after being notified, the substantial duties the Agent owes to the Broker; (vii) engage in or commit willful misconduct; or (viii) willfully misappropriate any business opportunity of Broker or its Affiliates. A breach of the guidelines in this Section 2(c) provides the Broker with justifiable grounds (“Cause”) to terminate the Independent Contractor Agreement (ICA). Should the association between the Agent and Broker end, the Broker reserves the right to offset any outstanding dues against the Agent's earned commissions or other entitlements from the ICA. If the commissions or other dues owed to the Agent at the time of parting are inadequate to cover any repayments or other debts to the Broker, the Broker has the discretion to employ other means to collect these amounts, such as hiring a collection agency or firm.

(d) Non-simpliHOM Workspaces: Within this context, a "Non-simpliHOM Workspace" refers to any office setting, inclusive of home offices, which isn't owned, leased, or subleased by the Broker or its Affiliates. Should the Agent choose to operate or render services from such a workspace, the Agent shall indemnify Broker and be responsible for ensuring that Agent is and remains at all times in compliance with the laws and regulations. This includes but not limited to, if necessary, obtaining licenses such as branch office, business,or tax permits as dictated by local governance or by the Broker. Unless theNon-SimpliHOM Workspace is properly licensed or registered, or otherwise compliant with Laws, Agent shall not display simpliHOM-branded signs, meet with clients, or otherwise advertise, market, or represent the office space in a manner that would reasonably lead the public to believe that the Non-simpliHOM Workspace is owned and operated by Broker or any of Broker’s Affiliates. Agent agrees to: (i) procure and maintain relevant insurance coverage tailored for the market; (ii) add the Broker as an additional insured on all such policies; (iii) complete any paperwork which Broker may require Agent to sign (including, without limitation, a freestanding indemnity agreement), in connection with Agent’s use of a Non-simpliHOM Workspace; (vii) inform the Broker in written form about the location or any changes to the location of the Non-simpliHOM Workspace; (viii) ensuring the Broker's confidential data within the Non-simpliHOM Workspace is kept secure, employing a level of care akin to how the Agent would protect their own confidential data, but certainly utilizing commercially accepted standards of protection.

‍(e) Commissions;Deductions; Invoices.
(i) Despite any differing provisions in the ICA, all commissions owed to the Agent,either during the ICA's duration or after Disassociation, will be paid after deducting expenses, repayment obligations, and any offsets.
(ii) If the Agent chooses to use optional services provided by the Broker, Brokers Affiliates, or third-party vendors associated with the Broker, including,without limitation, contract-to-close services, listing management services,sign installation services, the Agent recognizes that any related fees might be imposed by the Broker. This can be done either by (A) deducting from the commissions owed to the Agent or (B) directly charging the credit card the Agent has registered, all in accordance with the Broker’s Terms of Service and Privacy Policy and based on the Broker's exclusive judgement, while adhering to applicable Laws. (iii) The Agent will receive an invoice for any outstanding amounts owed to theBroker. If an invoice remains unpaid 30 days after its due date, either during the Agent's association with the Broker or after their separation, the Agent acknowledges and consents that the Broker has the right, while following applicable Laws, to either (A) deduct the owed amounts from the Agent's due commissions, or (B) directly debit the Agent's registered credit card based on the Broker’s Terms of Service and Privacy Policy, until the entire invoice amount is settled.

(f) Meetings. The Broker may choose to invite the Agent to various events,including product trainings, marketing discussions, community gatherings, and occasional sales meetings, but attendance at any programs and meetings shall be, in all cases, completely optional, unless otherwise required by Law.

(g) Titles. Due to regulations from both governmental and non-governmental entities that limit the use of specific titles (like Head of XYZ County Sales,Founding Executive Agent, etc.) and the necessity to prevent the use of potentially deceptive titles, all agents must seek prior written consent from their sales manager or broker before adopting a simpliHOM-related title. This review strictly focuses on these mentioned concerns, and the Broker will not interfere with or limit the use of any title that is legally acceptable.

(h) Promotional and Marketing Materials. Agent recognizes and understands that when using any form of content – such as designs, images, writings,graphics, videos, logos, or any other visual or written materials (whether self-created, provided by Broker, or sourced elsewhere, collectively referred to as "Content") – related to their Services, it must not violate any rights and should adhere to all applicable Laws. Use of Content includes,without limitation, uploading Content to the internet, disseminating Content to third parties electronically or otherwise, and printing and distributing Content for promotional purposes.

(i) Personal Data Sharing. Agent acknowledges that Broker might gather and distribute certain personal data as outlined in Broker's Policies and Procedures, which is referred to. This data might be shared with Broker's associated entities and third-party partners for the services provided to Agent, always adhering to relevant Laws. Agent gives permission for this data sharing. Agent also understands that Broker and its associated entities may communicate with Agent through different methods such as phone calls, text messages, or emails, which might be automated.

‍3. Fees. Any fees charged by Broker are subject to change from time-to-time in Broker’s sole discretion. In exchange for Agent’s payment of the fees, Broker will provide certain support services, including providing Agent with access to Broker’s proprietary platform (collectively, “Broker Tools”). Agent acknowledges that for purposes of Agent’s utilization of the Broker Tools, Broker is deemed a“service provider” as such term is defined in the California Consumer Privacy Act (“CCPA”) and any similar state law, as applicable. Pursuant to the CCPA, in our role as a service provider, Broker will not (i) sell Personal Information(as defined in the CCPA), (ii) retain, use or disclose Personal Information for any purpose other than the specific purpose of performing the services specified herein, or subject to limited exceptions, (iii) retain, use or disclose Personal Information outside of the direct business relationship between Broker and Agent. Broker certifies that Broker understands the restrictions of being a service provider under the CCPA and will comply with such restrictions. In the event Broker receives a valid consumer request under the CCPA covering Personal Information stored for Agent in the Broker Tools,Broker will endeavor to forward such request to Agent for processing and response. As a service provider, Broker bears no responsibility or liability for responding to consumer requests involving Personal Information stored forAgent in the Broker Tools.

‍4. Non-Disparagement. Agent shall not make any statements or take any action, or encourage or solicit any third party to make or solicit, any statements, or take any action whether orally or in writing, that disparage, are critical of,are inimical to, damage, or could damage the reputation of Broker, Broker’s Affiliates, or its or their directors, officers, shareholders, employees,agents, products, business, or services at any time during the term of Agent’s affiliation with Broker and following Disassociation.

‍5. Intellectual Property. All Broker IP is the exclusive property of Broker. “Broker IP ”includes, without limitation, all trademarks, trade dress, names, and source identifiers representing Broker’s services or brand and/or Agent’s Services orbrand (if created by Broker, its representatives, or Affiliates) (collectively,“Broker’s Marks”); all creative works, including, without limitation, text,photographs, images, artwork, designs, logos, graphics, audiovisual works,sound recordings, computer programs, and software code, and copyrights relating thereto created or otherwise acquired by Broker or Broker’s Affiliates; all inventions, discoveries, developments, improvements, and innovations, uses,processes, know-how, devices, data, tools, and technology conceived, designed,made, developed, or reduced to practice, whether patentable or not, on behalf of or for the benefit of Broker, its Affiliates, or any employee or agent thereof, solely or jointly with others, or under its/their direction; and any other related patents, copyrights, trademarks, trade names, and other industrial and intellectual property rights, applications, and registrations therefor, in the United States and elsewhere, created, acquired, conceived,designed, made, developed, or reduced to practice in connection with the business of Broker or Broker’s Affiliates, the Services, or on behalf of or forthe benefit of Broker, its Affiliates, or any employee or agent thereof. Agent Acknowledges that Broker owns the Broker IP and all of Broker’s claimed rights thereto are valid. Upon Broker’s request, Agent shall promptly take such actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist the Company to prosecute, register,perfect, record, or enforce its rights in any Broker IP. Broker may, from time to time, grant Agent a license to use certain Broker IP. Except as otherwise agreed to in writing, any such license is and will be royalty-free,non-transferable, non-sub-licensable, limited, revocable, and non-exclusive,and Agent agrees to adhere to any policies or restrictions set forth by Broker in the use of such license, and to use Broker IP in accordance with Laws,including intellectual property laws. Any such license shall immediately terminate upon Disassociation.Subject to the terms of the ICA, Broker grants to Agent a non-exclusive, non-transferable, non-assignable, non-sublicensable, terminable license to use Broker’s Marks in the United States, solely in connection with marketing, distributing, and providing the Services, and that all use of Broker’s Marks by Agent shall inure to the benefit of and be on behalf of Broker and Broker’s Affiliates. Agent’s use of Broker’s Marks and the nature and quality of Agent’s marketing and provision of the Services in connection with Broker’s Marks shall, throughout Agent’s affiliation with Broker or Broker’s Affiliates, conform to the use and quality standards established by and under the control of Broker or its Affiliates, including without limitation, any branding guidelines and style guides adopted by Broker, which may from time to time, be updated by Broker with or without prior notice to Agent.  Agent acknowledges that Broker has the right and duty to assure that Agent’s marketing and provision of the Services under Broker’s Marks meetBroker’s quality standards. 

‍6. Confidential and Proprietary Information.
‍(a)Agent acknowledges that, in the course of Agent’s performance of the Services,Agent may have access to Broker’s confidential information including, without limitation, Broker’s emails, data, correspondence, papers, documents, records,client information, databases, products, electronic and paper media, data or other information that is entered into and/or derived or otherwise results fromAgent’s use of such data and/or tools (including, without limitation, theBroker Tools as earlier defined), and information relating to clients,investors, lenders, business operations, assets, financial affairs of Broker,and trade secrets or other sensitive information (any such information, without limitation, the “Confidential Information”). Agent acknowledges that the terms of the ICA are Confidential Information and agrees to keep them in strict confidence. Agent acknowledges and agrees that Broker expressly reserves the right to immediately rescind and/or recover any of the Incentives or Incentive Terms (except only Agent Split, Renewal Split, granted non-statutory stock option awards, and/or granted restricted stock unit awards) offered to Agent under the ICA in the event of Agent’s disclosure of any Confidential Information (except as expressly permitted herein).(b)Agent shall not disclose any Confidential Information to any person or entity for any purposes, except (i) Agent’s legal counsel or (ii) as required by Law,at any time, unless and until such Confidential Information has become public knowledge without fault by Agent. If at any time, Agent is required to disclose any Confidential Information in order to comply with the Laws, Agent shall provide Broker with prior written notice of such disclosure and shall take reasonable and lawful actions to avoid and/or minimize the extent of such disclosure and ensure continued confidential treatment of the Confidential Information. In the event that Agent discloses Confidential Information for an impermissible reason, upon Broker’s request, Agent agrees to take all actions to cooperate and assist in recovering and/or destroying the disclosed Confidential Information and mitigate any damages resulting from such unauthorized disclosure.(c)Agent’s obligations under this Section 6 shall not apply to any information that (i) is or becomes known to the general public without breach of the ICA (ii)is in the possession of Agent prior to Broker’s disclosure hereunder, as substantiated by documentary evidence or (iii) is independently received from a third party without legal or contractual restrictions on such disclosure. UponDisassociation, Agent shall promptly surrender to Broker, or destroy, allConfidential Information in Agent’s possession. (d)Third-PartyConfidential and Proprietary Information. Agent further acknowledges that Broker may have received, or may in the future receive, from third parties, information deemed confidential or proprietary by those third parties (“Third-Party Confidential Information”) which shall be subject to a duty on Broker’s part to maintain confidential and be used only for certain purposes.  Agent agrees that, during the term of Agent’s affiliation with Broker or Broker’s Affiliates and thereafter, Agent has a duty to Broker, itsAffiliates, and such third parties to maintain all such Third-Party Confidential Information in the strictest confidence and not disclose it to any person or entity, or to use it except as necessary in Agent’s performance of the Services and in all cases in a manner consistent with Broker’s agreement with such third party.

‍7. Dispute Resolution, Indemnification, andUnrelated Business.
‍(a) As permitted by Law, all Disputes between Broker and Agent will first be mediated by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association (“Rules”). Any Dispute between Broker and Agent not resolved by mediation will be settled by neutral binding arbitration in accordance with the Rules, as permitted by Law. For the avoidance of doubt, Broker and Agent may elect to, but are not required to, mediate or arbitrate any Disputes involving claims of sexual harassment or sexual assault between the parties.(b)The ICA shall be interpreted in accordance with the Laws of the state in which Broker is licensed. The location of any mediation or arbitration between Agent and Broker will be the county (or comparable governmental unit) in which the Agent currently performs or last performed Services for Broker. In connection with any mediation or arbitration, Agent and Broker will each pay its own fees and expenses, including, but not limited to, attorneys’ fees (subject and without prejudice to Broker’s right of indemnification). The parties agree that the designated arbitrator shall be experienced in the resolution of commercial independent contractor and/or employment disputes. In the event of disagreement as to the appointment of the arbitrator, the AAA will continue to provide lists of eligible arbitrators to the parties until they reach a consensus. Absent exigent circumstances, the arbitrator shall not allow for more than one deposition per party. Except as may be required by Law, neither a party nor a mediator or arbitrator may disclose the existence, content, or results of any mediation or arbitration arising out of or related to the ICA or dispute between Broker and Agent without the prior written consent of all parties. (c) To the fullest extent permitted by Law, each party waives the right to litigate in court or arbitrate any Dispute as a class action, either as a member of a class or as a representative, or to act as a private attorney general. Each party understands that by entering into the ICA, which incorporates by reference these Terms, they are, to the fullest extent permitted by Law, knowingly, willingly, and intentionally giving up their right to a jury trial in the event of a Dispute. (d) If Agent is or becomes involved in a Dispute, Agent shall immediately report the Dispute in writing to, and fully cooperate with, Broker. To the extent that Broker’s errors & omissions insurance policy does not cover the Costs (as defined below), Agent shall indemnify, defend and hold harmless Broker from all claims, damages, costs, expenses, judgments, awards, and liabilities, including reasonable attorneys’ fees (collectively, the “Costs”), arising from or related to the willful, reckless, or negligent acts or omissions of Agent, acts of Agent which are outside of Agent’s authority, or any activities of Agent other than those required for the performance of the Services, including, but not limited to, any activities not otherwise authorized as licensed activities by the Applicable Authority. In Disputes in which there is no binding determination that Agent has acted or failed to act willfully, recklessly,negligently, or outside of the scope of Agent’s authority, or if the parties are not determining those issues at that time, Agent shall share the Costs arising from or related to the Dispute. Agent’s share of the Costs shall be inthe same proportion as the division of commission between Agent and Broker pursuant to Agent’s Agent Split (including any Incentive Split) in effect at the time such Dispute is first initiated. The sharing of Costs shall be without prejudice to Broker’s right of indemnification.(e) If either party makes a good faith contest of the commission due pursuant to the ICA, then, subject to Law, Broker shall have the right to hold the disputed commission in escrow for up to two (2) financial quarters pending a final binding resolution of the contest. Thereafter, any unresolved Dispute involving such commissions shall be resolved in accordance with the terms set forth herein. (f)Unrelated,Unaffiliated, or Non-Affiliated Business.  In the event thatAgent was formerly, is currently, or in the future may become, engaged,involved, or affiliated in any capacity, whether directly or indirectly,whether as an owner, manager, director, officer, shareholder, employee,consultant, advisor or other capacity, with any outside business (i.e., a business unaffiliated with Broker and its Affiliates), including but not limited to, any corporation, limited liability company, joint-venture, sole-proprietorship,etc. (together with any of its or their parents or subsidiaries and any entities or persons presently or formerly affiliated or related, along with the officers, directors, employees, agents, contractors, sub-contractors,representatives, successors, assigns, and volunteers of each), such business shall be considered an “Unaffiliated Business”, “Unrelated Business”, or a“Non-Affiliated Business” (which terms may be used interchangeably throughout these Terms or other Broker-provided materials). Unless otherwise expressly set forth in a written agreement between Broker and such third-party, Broker is and hall not be affiliated with any such Unrelated Business and shall not besubject to any business or other obligations of any such Unrelated Business.Agent, in Agent’s individual capacity and on behalf of Agent’s UnrelatedBusiness, shall indemnify and hold harmless Broker and Broker’s Affiliates (andeach such party’s owners, shareholders, officers, directors, managers,employees, and agents) from and against any and all claims, liabilities,damages, losses, expenses, penalties, fines, sanctions and the like, includingreasonable attorney’s fees and expenses incurred by Broker which arise out of Agent’s Unrelated Business or any act or omission of Agent in connection with the Unrelated Business. Broker shall not be liable for any obligation or liability incurred by Agent’s Unrelated Business, including for any obligation or liability related to or incurred by Agent. By signing the ICA, Agent agrees to (i) provide written notice to Broker if Agent has or wishes to operate an Unrelated Business during Agent’s affiliation with Broker; (ii) follow all guidelines and policies set forth by Broker; and (iii) take any and all affirmative actions required by Broker (including, without limitation, signing a freestanding indemnity agreement) pertaining to such Unrelated Business.Notwithstanding the foregoing, in the event Agent maintains an Unrelated Business during Agent’s affiliation with Broker, despite Agent's representation to the contrary above and without obtaining the requisite approvals, Agent shall ensure that (A) any such Unrelated Business is in compliance with all Laws at all times during the term of Agent’s affiliation with Broker; (B) Agent has obtained any general liability insurance or other applicable insurance as required by Law or as required by Broker; and (C) Agent has followed all of Broker’s procedures related to Agent’s involvement in an Unrelated Business during Agent’s affiliation with Broker. Any breach of this Section 7(f) will be considered a breach of Agent’s ICA and shall constitute Cause for Broker’s termination of such agreement.

8. Validity and Eligibility.  Agent must hang Agent’s license and affiliate with Broker within 10 days of the Start Date or 10 days of the date on which Agent is first granted an active license by the Applicable Authority, as the case may be, in order to be eligible to receive any Incentives or Incentive Terms provided for under the ICA.  In the event that Agent fails to hang Agent’s license and affiliate with Broker within such time, Broker may unilaterally void the ICA and rescind all Incentives or Incentive Terms. Agent must be duly licensed and actively affiliated with Broker at the time of payment in order to receive any Incentives or Incentive Terms provided for under the ICA, excepting only Agent Split for transactions in-contract prior to Disassociation.Agent acknowledges and agrees that any non-statutory stock option and/or restricted stock unit award offered pursuant to the ICA asa percentage of the Team’s gross commissions income is contingent on Agent remaining a member of such Team through the end of the applicable commissions calculation period (the “GCI Calculation Period”). Agent further acknowledges and agrees that if Agent ceases to be a member of such Team prior to the end of the applicable GCI Calculation Period, Agent will be deemed to have forfeited such non-statutory stock option and/or restricted stock unit award, unless otherwise expressly agreed by Broker in writing.

‍9. Subsequent ICA. If Agent enters into a subsequent ICA with Broker, the ICAdated last in time shall govern the independent contractor relationship between the parties and supersede any prior agreements, in any form, between Agent and Broker. To the extent a previous understanding between the parties resulted in an equity grant to Agent which is inconsistent with the terms of the most current ICA, Agent consents to the cancellation or amendment of such previous equity grant. Notwithstanding the foregoing, and absent such an inconsistency,nothing in the subsequent ICA shall void or otherwise affect any executed non-statutory stock option and/or restricted stock unit award agreements entered into between Agent and simpliHOM, Inc. 

‍10. Survival. These Terms shall survive the termination of the ICA (“Disassociation”), whether byAgent or Broker, for any reason.

‍11. Severability. If the ICA, these Terms, or any portion thereof, are deemed invalid or void at law, the ICA and/or the Terms shall be construed as though such portion or provision had not been inserted and the remainder shall remain in full force and effect.

‍12. Modification and Waiver. A party’s failure to enforce the ICA, or Broker’s failure to enforce these Terms, or any of the provisions in either the ICA or these Terms,shall not be construed as a waiver of such party’s right to demand strict performance of the ICA or these Terms, as applicable, or any provision or any right, power, or privilege thereunder or hereunder. Neither the ICA nor any provision thereof may be waived or amended except in a writing signed by both Broker and Agent.

‍13. Notices.Any notice shall be deemed duly delivered on the earliest of (i) the date sent,if transmitted via email during normal business hours to the receiving party’s email address provided in the ICA, and otherwise on the subsequent business day if transmitted after normal business hours; or (ii) the date of delivery, or refusal to accept delivery, if sent by a nationally recognized courier to the receiving party’s mailing address provided in the ICA. Agent agrees to promptly notify Broker in writing of any changes to Agent’s mailing address and personal, non-simpliHOM email address. Broker is entitled to rely upon the last known mailing address and non-simpliHOM email address for Agent in Broker’s records, and any notices mailed or electronically transmitted to such addresses shall be considered effective for the purposes of this Section.

‍14. Successors and Assigns. The ICA and these Terms shall be binding upon and inure to the benefit of Broker and Agent and their respective heirs, executors,administrators, successors, and assigns. Agent may not assign the ICA norAgent’s rights and/or obligations thereunder without the prior written consent of Broker.

‍15. Miscellaneous. The independent contractor agreement (executed last in time)between the parties, as may be amended, restated, modified, and supplemented from time to time (collectively, the “ICA”) and these Terms of Engagement(these “Terms”) constitute the entire understanding between the parties, and supersede all prior agreements, in any form, with respect to Agent’s performance of the Services as an independent contractor of Broker, subject only to express simpliHOM policies. If Agent affiliates with any Affiliate, then these Terms shall apply to such affiliation. The ICA and these Terms are the product of negotiations between the parties, and, accordingly, any presumption or rule of law that would require the interpretation or construction of any claimed ambiguities as against the drafting party is expressly waived. These Terms are subject to modification and may be updated from time-to-time in Broker’s sole discretion. In the event of a conflict between the terms of the ICA and these Terms or the Policies & Procedures, the terms of the ICA will be deemed to supersede any such inconsistency. Notwithstanding the foregoing, after the expiration of the respective periods expressly set forth in the ICA for each Incentive or Incentive Term, the policies contained in the Policies & Procedures shall supersede each such Incentive or Incentive Term offered in the ICA (unless otherwise expressly stated therein), and the remainder of the ICA will continue in full force and effect unless otherwise terminated upon written notice to the other party in accordance with these Terms and the terms of the ICA. In the event the ICA is unclear with respect to the time period during which an Incentive or Incentive Term shall apply, such Incentive or Incentive Term shall expire or be superseded by the policies contained in the Policies& Procedures on the first anniversary of the ICA Start Date. Any capitalized term used herein (but not otherwise defined) has the meaning assigned to it in the ICA.

16. Definitions    

ACI (Adjusted Company Income) 
ACI refers to the total amount due to the brokerage after all relevant deductions associated with a real estate transaction have been accounted for. Starting with the GCI (Gross Commission Income), which is the initial income earned from a sale or purchase of property, the ACI is derived by subtracting operational costs, broker splits,referral fees, late bills, and any other applicable expenses. Essentially, ACI represents the net income that the brokerage receives from a transaction,giving a clear picture of the actual earnings after all financial commitments with Agent have been settled. 

GCI (Gross Commission Income)
‍GCI refers to the total amount of commission generated from a real estate transaction before any deductions, splits, or expenses. It represents the initial income earned by a real estate brokerage oragent from a sale or purchase of property, prior to any operational costs,referral fees, broker splits, or other expenses being subtracted. In essence,GCI gives an overview of the raw income potential from a given transaction without considering the eventual net profit. 

Terms
‍Within the context of this Agreement,"Terms" refers to the stipulated conditions, provisions, obligations,rights, and specifications that are mutually agreed upon by the parties involved. These terms set forth the framework of understanding and expectations between the parties, delineating their respective responsibilities, privileges,and potential consequences for non-compliance. It's imperative that all parties understand and consent to these terms before entering into the Agreement, as they will govern the nature and execution of the relationship, ensuring clarity, transparency, and adherence to agreed-upon standards.  

‍Agreement
‍Within the context of this document,"Agreement" refers to a binding contract between two or more parties that outlines their respective rights, obligations, and responsibilities concerning a particular transaction or relationship. This Agreement is the result of negotiation and mutual understanding and serves as a reference point for the terms and conditions both parties have consented to. It is legally enforceable, and any breach or non-compliance with the stipulations set forth may result in consequences or remedies as defined within the Agreement itself or under applicable law. All parties entering into the Agreement are expected to read, understand, and adhere to its terms and conditions. Company Agent Effective Date

‍Initial Term
‍In the context of a contract, the"Initial Term" refers to the primary or starting duration for which the agreement is in effect. It delineates the commencement and termination dates of the contract's primary period, before any renewals or extensions.Typically, once the Initial Term concludes, the contract may either end or automatically renew for subsequent terms, often referred to as "renewal terms" or "extension periods", depending on the stipulations outlined in the agreement. The length and conditions of the Initial Term are often explicitly detailed in the contract to provide clarity and understanding to all involved parties. Renewal Term 

‍Revenue Share Guidelines
‍For the purposes of this Agreement,"Revenue Share Guidelines" refers to the comprehensive set of provisions, criteria, and procedures established herein to govern the distribution or allocation of revenue among the parties involved. The guidelines explicitly detail the methods for calculating shared revenue, stipulate eligibility criteria, set forth distribution timelines, outline potential adjustments or deductions, and provide clarity on other relevant financial aspects related to revenue-sharing. By including these Revenue Share Guidelines within this Agreement, the parties aim to achieve clarity, foster financial transparency, and minimize the potential for disputes pertaining to revenue distribution. These guidelines are essential to ensuring a mutual understanding of the revenue-sharing mechanism in any joint collaboration, venture, or partnership context covered by this Agreement. Transaction 

‍ACI Cap Amount
‍Within the context of this Agreement, the"ACI Cap Amount" refers to the annual sum owed to the Company, either through a commission split or as a flat-fee. Specifically, the ACI Cap Amount serves as a predefined ceiling that signifies the total Adjusted Company Income(ACI) eligible for various compensations, benefits, or revenue-sharing models.The Cap is set at $5,000 for participants on the Entrepreneur Plan and $15,000 for those on the simpliSHARE Plan. Establishing this Cap ensures clarity and predictability in financial obligations, providing both the Company and the participant a structured understanding of their annual financial commitments.