WHEREAS, the Agency Client has investment capital available to purchase and rent real estate property; 

WHEREAS, the Company has the skills, background, real estate industry networks, and experience to provide assistance to Agency Clients seeking to buy and hold real estate; specifically, the Agency Client desires for the Company to aid in the location, negotiation, and listing of certain real estate (the “Properties”) for purchase by the Agency Client, provide home improvement services for those Properties (“General Contractor Services”), and help acquire potential renters for the Properties (“Renters”); 

WHEREAS, the Agency Client desires to enroll in the Company’s program to provide a turn-key process for the Agency Client’s real estate Properties, and Company desires to work with Agency Client to aid in the support of the Agency Client’s real estate acquisition goals and objectives (the “Membership Program”); ; and 

WHEREAS, it is the desire of the parties to define and set out their relationship in writing and the circumstances under which they are operating, as of the date of this Agreement. 

NOW THEREFORE, in consideration of the mutual covenants hereinafter contained the parties agree as follows: 

1. DEFINITIONS. 

In this Agreement (as defined herein), unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the respective meanings ascribed below: 

(a) “Agreement”, “this Agreement”, “hereto”, “herein”, “hereby”, “hereunder” and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof, and include any and every instrument supplemental or ancillary to or in implement hereof. 

(b) “Buy and Hold” is a residential real estate investment strategy in which an Investor purchases a property with the intention to maintain ownership for an extended period of time. 

(c) “General Contractor” an individual or entity that contracts directly with the Agency Client to perform the completion of a project using its own forces to manage or perform part of the work. 

(d) “General Contractor Agreement” means an agreement between the General Contractor and Agency Client for the improvement of a certain Property, which should also outline the rights, duties and obligations of the parties and should be duly executed by both parties. . 

(e) “Agency Client” means the person or firm who assesses the real estate market and purchases property with the intention of generating a return on investment. 

(f) “Landlord” is an individual or an entity who owns and leases property to another such as a tenant or subtenant. 

(g) “Listing Agent” an agent of the Agency Client that markets the Agency Client’s property lease or sale, and is the primary Agency Client representative for buyers and others interested in the property

(h) “Person” means any individual, firm, corporation, partnership, joint venture, trustee or trust, government or agency thereof, unincorporated association, or other entity and pronouns have a similarly extended meaning. (i) “Company” is an individual or an entity who acts as an agent for the sale, lease, and purchase of buildings and land; a real estate agent. 

(j) “Tenant(s)” an individual leasing property from a Landlord, pursuant to a lease agreement, which shall define the term of the lease, amongst other provisions. 

(k) “Scope of work [SOW]/work orders [WO]” means the description of the work to be performed by the General Contractor in order to complete the project. The SOW or WO may also include change orders for new items that were not contemplated or considered as part of the initial SOW, which may result in an increase in the overall project cost. The SOW should be as detailed as possible, with specific tasks and who’s responsible for those tasks, as well as the cost of each milestone or aspect of the project.. 

2. AUTHORIZATION AND CONTRACT. 

By executing this Agreement, Agency Client(s) apply for authorization to become a Client (s) of Company for the purposes of owning, renovating, and managing rental properties, and enter into contract with Company as defined below. 

(a) You, the Agency Client(s) and Client, acknowledge that you understand and agree to conditions herein, which are incorporated into this Agreement, and that you have read and agree to all terms set forth in this Agreement. 

(b) The Agency Client has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes a valid and binding obligation of the Agency Client, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

(c) You also acknowledge that you have not been coerced or put under duress with regards to entering into this Agreement, nor have you relied on any statements from the Company that may have induced you to sign this Agreement. You have independently evaluated this relationship with the Company and have determined that it's in your best interest to enter into this engagement. 

(d) The Agency Client has such knowledge and experience in financial and business matters that the Agency Client is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Agency Client’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time.

(e) Company reserves the right to reject any application for any reason within thirty (30) days of receipt.(f) THE Agency Client ACKNOWLEDGES AND AGREES THAT IN MAKING AN INVESTMENT DECISION, IT MUST RELY ON ITS OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THERE IS NO GUARANTEE OF RETURNS ON PROPERTIES IN WHICH THE CLIENT / Agency Client PURCHASES, AS THERE ARE CHANGES IN THE MARKET AND OTHER FACTORS BEYOND THE CONTROL OF THE COMPANY. AGENCY CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT IT MAY LOSE ITS ENTIRE INVESTMENT. THE Company OR THE COMPANY IS NOT AN INVESTMENT ADVISORY FIRM AND CLIENT / Agency Client IS ADVISED TO CONSULT WITH LEGAL COUNSEL, AS WELL AS HIS / HER FINANCIAL ADVISORS BEFORE MAKING ANY REAL ESTATE PROPERTY INVESTMENTS. 

3. SERVICES. 

Company will work with the Agency Client in the manner described below (with the understanding that some particulars may vary within reason): 

(a) Agency Client agrees that he/she is hiring Company as a Company, Coach, and Buying Agent under this Agreement and subsequent agreements, such as General Contractor Services. 

(b) Company will work with Agency Client to provide coaching and consulting for the purchase and renovation of as many properties as he/she has the capacity for, provide listing services, and constructions services to assist Agency Client with the overall process from ownership to renting property to a Tenant, all subject to subsequent agreements for services. 

(c) Company will introduce the Agency Client to individuals or entities within the Company’s network to assist in the process. The introductions to Company’s network are confidential and subject to the confidentiality and non-circumvention provisions of this Agreement. While we recommend only those individuals or entities with whom we are confident can do the best work on behalf of the Agency Client, we can never guarantee the outcome of those relationships. The Agency Client is encouraged to do their own due diligence when considering hiring anyone recommended by the Company. Company will work with the Agency Client in resolving any difficulties with vendors or contractors during the term of this Agreement. Agency Client agrees to hold the Company and its Company harmless and waive the right to seek any remedies from Company or its subsidiaries should there be a problem with a vendor or contractor suggested by Company. 

(d) Contact between the Company and the Agency Client may be through multiple forms of communication as agreed upon. This may include but are not limited to phone calls, in-person meetings, email, or text messages. 

(e) Company will visit the property as often as she/he deems necessary to see the project through to completion. 

(f) All parties agree that each investment property is unique and unexpected questions or situations may arise. Neither Company nor its Coaches claim to have seen every situation or know the best course of action for every possible problem. Our commitment is to do everything reasonable in our power to help make the Agency Client’s experience profitable and satisfying. Company will disclose when we are in “uncharted territory”. 

(g) Company agrees to assist the Client in locating the property, negotiation, and closing on the property, as long as Client has satisfied other program requirements, to include but not limited to securing funding, etc. to aid in acquisition. 

(h) Company is to host weekly calls with Agency Clients and other Program participants. 

4. RENTAL AGENT SERVICES 

To the extent required and subject to market conditions, as well as location of the Agency Client’s Property, Company is to contribute his/ her time and skill as a Listing Agent, Selling Agent, and Company for the duration of the joint venture, to ensure the success of finding qualified tenants for Agency Client’s Properties. 

Company will assist Agency Client in identifying an initial list of qualified renters for the Agency Client’s property, such to Agency Client’s approval. In the event the Agency Client reject’s the tenants presented by the Company, the Agency Client shall undertake, at its sole expense, the effort to find tenants for the Agency Client’s Properties. 

Company will recommend property management companies to assist with the management of the property and tenants.

Company nor Agency Client will not discriminate based on race, color, creed, religion, sex, national origin, age, handicap or familial status and will comply with all federal, state and local fair housing and civil rights laws and with all equal opportunity requirements when seeking tenant(s) for Agency Client. 

5. NO REPRESENTATION and DISCLAIMERS

The Company and it’s Company, representative, and affiliates make no representation as to the following: 

1. The Agency Client will find deals; 

2. The Deals will be profitable; 

3. The quality of service provided by suggested vendors or contractors. 

Client accepts and agrees that she/he is 100% responsible for her/his progress and results from the Program. Client accepts and agrees that she/he is the one vital element to the Program’s success and that Company cannot control Client and/or Client’s participation. Client commits to accepting assignments/exercises/sessions presented by the Company. If client is unwilling/unable to participate in exercises/assignments/sessions, the Agreement, at the sole discretion of the Company, can be terminated without recourse or refund of any kind. Company makes no representations or guarantees verbally or in writing regarding Agency Client’s success in generating a profit, acquiring a Property, or being able to find tenants, as contemplated by this Agreement. Client accepts that, because of the nature of Company’s services being in real estate which has market variables beyond the Company and Company’s control and also hinges on the extent of clients’ participation in Company’s recommendation(s), the results experienced by clients significantly vary. Client’s accept responsibility for such variance. Company and its affiliates disclaim the implied warranties of titles, merchantability, and fitness for a particular purpose. 

Risk Status & the Escalation Process. Client accounts are labeled ‘Risk Status’ when there has been no communication from the client in more than 45 days. Once this occurs the client is subject to forfeiting their deposit and entire retainer, being off-boarded as a non-responsive client, and could have all future privileges to close files with the agency revoked. It is our goal to have successful clients who are committed to the time it takes to close real estate transactions with our team. As a client, it is required that emails, calls, and messages are responded to promptly to avoid the label of ‘Risk Status.’ Once a client’s account is deemed ‘Risk’ the client will have 5 business days to respond to the agency with their next steps or they will be subject to the above escalation process.

Client Reflection & Business Plan Update. In the event, a client has been presented 3 properties and they have not agreed to put an offer in on ANY property or they have not responded to the deals the agency has the right to intercept and as the client to ‘reflect.’ In this event, the client will be required to complete a Business Plan Update and a formal written reflection on the last 3 deals that were presented to them and not accepted. The client will be required to complete the plan as soon as possible before any more properties will be sent to them for purchase. 

Legal and Financial Disclaimer. Our Programs, Products, Services, and Program Materials are not to be perceived or relied upon in any way as business, financial or legal advice. The information provided through our Programs, Products, Services, and Program Materials is not intended to be a substitute for professional advice that can be provided by your own accountant, lawyer, or financial advisor. We are not giving financial or legal advice in any way. You are hereby advised to consult with your own accountant, lawyer or financial advisor for any and all questions and concerns you have regarding your own income and taxes pertaining to your specific financial and/or legal situation. You agree that we are not responsible for your earnings, the success or failure of your business decisions, the increase or decrease of your finances or income level, or any other result of any kind that you may have as a result of information presented to you through our Programs, Products, Services, and Program Materials. You are solely responsible for your results.

Earnings Disclaimer. You acknowledge that we have not and do not make any representations as to the health physical, mental, emotional, spiritual or health benefits, future income, expenses, sales volume or potential profitability or loss of any kind that may be derived as a result of your participation in this Program, Product, Services or Program Materials. We cannot and do not guarantee that you will attain a particular result, positive or negative, financial or otherwise, through the use of our Programs, Products, Services and Program Materials and you accept and understand that results differ for each individual. We also expressly disclaim responsibility in any way for the choices, actions, results, use, misuse or non-use of the information provided or obtained through any of our Programs, Products, Services or Program Materials. You agree that your results are strictly your own and we are

not liable or responsible in any way for your results.

Errors and Omissions. We make no warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information in our Programs, Products, Services, and Program Materials. Every effort has been made to present you with the most accurate, up-to-date information, but because the real estate market is constantly evolving, we cannot be held responsible or accountable for the accuracy of our content. You acknowledge that such information may contain inaccuracies or errors and we are not liable for any such inaccuracies or errors to the fullest extent permitted by law.

6. AGENCY CLIENT/OWNER(S) OBLIGATIONS AFTER THE EXPIRATION OF THE AGREEMENT 

After the expiration of the Agreement herein, the Agency Client will take responsibility for the property management of the property including but not limited to acquiring and screening future tenants, the collect and enforce the collection of all rentals, determining future market rent, bookkeeping, and maintenance, upkeep of the property, and all aspects of home ownership. 

Company will not continue services, nor hold responsibility for the tenants, property, or maintenance or management thereof after the completion of the project and expiration of this Agreement; however, the Agency Client may renew the property management services offered through the Company. 

7. PROGRAM INVESTMENT AND OTHER AGENCY CLIENT COSTS

Upon execution of this Agreement, Agency Client(s) shall pay a NON-REFUNDABLE Membership Program participation fee (“Participation Fee”) based on the agency concierge program of your choosing, payable via wire, cashiers check or as otherwise directed by Company. The Participation Fee is limited to the services as contemplated in Section 3 of this Agreement and excludes any other services and expenses that may arise under separate agreements with the General Contractor, lender, property manager and other stakeholders that may be involved with aiding Agency Client with its Properties. 

Agency Client(s) is/are to contribute and pay for all additional costs associated with the purchase, renovation, and renting of the property. 

Additional Cost. Agency Clients(s) is/are responsible for purchase price of the property, holding costs inspection fees, staging fees, taxes, utility bills, security systems, maintenance fees (i.e. yard cutting), staging fees, insurance, title fees, Company fees, property management fees and other unforeseeable fees associated with home purchase or home ownership that may or may not be outlined in a separate agreement. These fees are not included in the program, cost for real estate services, or cost of construction. 

Refunds. Agency Client has two (2) calendar days from the Effective Date of this Agreement to request a partial refund. The request must be received by the Company by 11:59pm CST on or before the 2nd day. For example, if the Agency Client executed this Agreement on Monday, 11/1/20XX, then the refund request must be received by Wednesday, 11/3/20xx by 11:59pm CST, no exceptions. After this refund request window of two (2) calendar days closes, no refunds will be issued under any circumstances. Requests must be emailed to: hello@therealestatebae.com by the stipulated deadline. If the refund request satisfies the policy, the Company will issue a refund within 7-10 business days minus an administrative set up fee in the amount of [$2,000], as well as any refund processing fees, as prescribed by the credit card processor. On the other hand, if the Agency Client is on a payment plan and the balance is not paid, as stipulated on the order form [attached hereto as Exhibit A, and incorporated into this Agreement], then Company has the right to freeze Agency Client’s participation in the Membership Program and cease the performance of the services under this Agreement until Agency Client’s account is deemed current. If the Agency Client fails to cure the delinquent invoice within 15 days, then the account shall be deemed delinquent and reported to a collection agency, which may impact the Agency Client’s credit and future funding opportunities. 

Invoices. Agency Client shall pay all invoices due and owing upon receipt. Invoices not paid on time shall be deemed a breach of this Agreement. 

Chargebacks. Since the Company has a clear and explicit refund provision in this Agreement that Agency Client has agreed to prior to completing the purchase of any of our Programs, Products, or Services, we do not tolerate or accept any type of chargeback threat or actual chargeback from your credit card company. In the event that a chargeback is placed on a purchase or we receive a chargeback threat during or after your purchase, we reserve the right to report the incident to all three credit reporting agencies or to any other entity for inclusion in any chargeback database or for listing as a delinquent account which could have a negative impact on your credit report score. The information reported will include your name, email address, order date, order amount, billing address, as well as other supporting documents to include this Agreement and order form with your signature authorizing the charges. Chargeback abusers wishing to be removed from the database shall make the payment for the amount of the chargeback, along with collection fees. 

8. TERM AND TERMINATION OF THE AGREEMENT. 

The term of this Agreement starts on the Effective Date and shall naturally terminate in the time specified by the agency concierge program of your choosing. After this Agreement naturally expires, unless previously terminated, the parties may renew this Agreement for the Agency Client to continue in the Membership Program and such Agency Client shall pay a Participation Fee for the renewal term. 

At the sole discretion of the Company and Company, the Company may terminate this Agreement for any reason, in full or in part, at any time, without notice, by sending you an email to the e-mail address Agency Client provided upon purchase, which shall become effective immediately. If Agency Client is on a payment plan, such termination does not relieve the Agency Client from satisfying such obligation. Agency Client shall satisfy any and all balanced due and owing to the Company and/ Company within 24 hours of termination. After all payment obligations have been satisfied, the parties shall have no further obligation or liability towards each other. 

Upon termination, the Company reserve the right to immediately refuse or terminate your access to any aspect of our Programs, Products, Services and/or our Program Materials, including but not limited to our Website, private forum, e-mail communications, Facebook groups, live webinars or conference calls, or any other method of communications related to our Programs, Products, Services or Program Materials at any time without notice and in our sole discretion.

All of the terms of this Agreement, including but not limited to all copyright, trademark, and intellectual property rights, disclaimers, limitations of liability, release of claims, and our refund policy will still apply now and in the future, even after termination.

9. INDEPENDENT CONTRACTOR STATUS. 

Agency Client agrees that his/ her participation in the Membership Program does not make Agency Client an employee, agent, or legal representative of Company or its Company. As a self-employed independent contractor, you will be operating your own independent business, obtaining coaching, buying and renting residential properties on your own account. You have complete freedom in determining the number of hours that you will devote to your business, the Membership Program, and you have the sole discretion of scheduling such hours. 

10. CONFIDENTIAL & PROPRIETARY INFORMATION AND INTELLECTUAL PROPERTY. 

To use our Programs, Products, Services or Program Materials, we may seek personal data or information including your name, e-mail address, phone number,street address, billing information, birthday, preferences, interests, assignments, or other personally-identifying information (“Confidential Information”), or you may offer or provide a comment, photo, image, video or any other submission to us when using or participating in our Programs, Products, Services or Program Materials (“Other Information”). By providing such Confidential Information or Other Information to us, you grant us permission to use and store such information. We, in turn, will use our best efforts to keep your Confidential Information safe, secure and confidential. 

All Confidential Information delivered pursuant to this Agreement shall be and remain the property of the disclosing Party, and any documents containing or reflecting the Confidential Information, and all copies thereof, shall be promptly returned to the disclosing Party upon written request, or destroyed at the disclosing Party’s option. Nothing herein shall be construed as granting or conferring any rights by license or otherwise, express or implied, regarding any idea made, conceived or acquired prior to or after the Effective Date, nor as granting any right with respect to the use or marketing of any product or service. The Parties shall use the Confidential Information only for the Business Relationship. The confidentiality obligations of the Parties under this Agreement shall continue and survive the completion or abandonment of the Business Relationship and shall remain binding for a period of one (1) year from the Effective Date. 

Intellectual Property Rights. Our Programs, Products, and Services and all the Program Materials are our property and/or our affiliates or licensors, and are protected by copyright, trademark, and other intellectual property laws.

The content in our Programs, Products and Services is solely owned by or licensed to us, unless otherwise indicated. This content includes, but is not limited to, the design, layout, look, appearance, graphics of our Program Materials or any other material or aspects of materials provided by us to you. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these Terms of Use.

If you purchase or access any of our Program Materials through our Programs, Products or Services, you will be considered our Licensee. For the avoidance of doubt, all content obtained through us is our property, and you are granted a revocable, non-transferable license for personal, non-commercial use only, limited to you only. This means that you may not use our Programs, Products or Services or the Program Materials in a manner that constitutes an infringement of our rights or in a manner that has not been authorized by us.

You are being granted a limited license to use our Program, Products and Services, and Program Materials with permission and restrictions. This means that when you purchase a Program, Product or Service from our Website or otherwise, you are purchasing the limited right to use the Program Materials in the form that is provided by us to you with certain conditions as specified in this Agreement.

You are permitted to use our Programs, Products, Services and Program Materials as follows:

You may download and/or print Program Materials for your own personal use in your business.

However, you are not permitted to share, sell, reprint or republish any other of our Program Materials, including handouts, for resale or mass reproduction purposes for your own business use.

Any trademarks, taglines, and logos displayed on Program Materials are trademarks belonging to us. All trademarks reproduced in this Website, which are not the property of, or licensed to us, are acknowledged on the Website. Any use including framing, meta tags or other text utilizing these trademarks, or other trademarks displayed, is strictly prohibited without our express written consent, or permission granted herein.

For those trademarks, taglines, and logos for which you are granted permission to use, the trademark indicia must be included at all times. Any marketing or promotional tools and/or Program, Product or Service titles or any other title or information of ours bearing the trademark symbols (™) or ® may not be used by you for any reason without our express written permission.

All rights not expressly granted in these terms or any express written license, are reserved by us.

Information You Are Prohibited from Sharing with Others. As a Licensee, you understand and acknowledge that our Programs, Products and Services and the Program Materials have been created, developed or obtained by us through the investment of significant time, effort and expense, and that this information is a valuable, special and unique asset of ours which needs to be protected from improper and/or unauthorized use.

When you enroll in or purchase our Programs, Products or Services, you agree that you are clearly and expressly prohibited from doing the following:

● You will not copy, share or steal our Programs, Products, Services, or Program Materials, or any parts of them.

● You will not in any way use, copy, adapt or represent any of our Programs, Products, Services or Program Materials in any way as if they are yours or created by you.

● You will not engage in improper and/or unauthorized use of our Programs, Products, Services and Program Materials. Improper and unauthorized use includes but is not limited to modifying, copying, reproducing, republishing, uploading, posting, transmitting, translating, selling, creating derivative works, exploiting, or distributing in any manner or medium (including by email or other electronic means) any Program Materials or any other information accessed or purchased through our Programs, Products or Services, or any other communications provided by us for your own personal use, business/commercial use or in any way that earns you money.

● You will not duplicate, share, trade, sell, or otherwise distribute our Programs, Products, Services or Program Materials to any other person, for their personal use, business/commercial use or in any way that earns them money, whether it was known to you or not at the time that you shared the information that their intention was to use the Program Materials for their own personal use or business/commercial use. This means you cannot share or sell or any part of our Programs, Products and Services or Program Materials to someone else so they can copy and/or use them for their own personal use, business/commercial use or in any way that earns them money. You are the only one granted a limited license to use our Program, Product, Service, and Program Materials.

● You will not violate our intellectual property rights, including copyright and trademark rights. Downloading, printing, or otherwise using our Programs, Products, Services or Program Materials for your own training purposes in no way gives you any copyright, trademark, intellectual property or ownership rights of our Program, Product, Service or Program Materials.

● You will not reprint or republish any part of our Programs, Products, Services or Program Materials for publication or compilation into your own products, programs, services or program materials for your own personal use or business/commercial use or in any way that earns you money.

● You will not use our Programs, Products, Services or Program Materials in a manner that constitutes an infringement of our rights or in a manner that has not been authorized by us through our prior written consent.

● You may not engage in improper and/or unauthorized use of our Program Materials or any other information related to our Programs, Products, or Services. Unless otherwise explicitly authorized in this Agreement, improper and/or unauthorized use includes but is not limited to modifying, copying, reproducing, republishing, uploading, posting, transmitting, translating, selling, creating derivative works, exploiting, or distributing in any manner or medium (including by email or other electronic means) for commercial use, to any other person in a way that earns them money, any Program Materials or any other information accessed or purchased through our Programs, Products or Services or any other communications provided by us to you promoting or relating to the Programs, Products or Services.

You understand and agree that engaging in the prohibited use or the improper and/or unauthorized use of our Programs, Products or Services or Program Materials as set forth in this Agreement is considered theft and stealing and we retain the right to prosecute theft to the full extent of the law. You agree and understand that prohibited use, improper and/or unauthorized use may give rise to a civil claim for damages and/or be a criminal offense.

11. NON-SOLICITATION AGREEMENT.

In consideration of the Information being furnished to the Parties, both Parties hereby agree that, until twelve (12) months after the date of termination of this Agreement, such party will not solicit for employment with such party or any of its subsidiaries, or employ, any of the current officers or employees of the other party with whom such party has had contact during the term of this Agreement and who became known by such party or who was identified to such party under this Agreement. Notwithstanding the foregoing, nothing herein shall restrict or preclude either party from (a) making generalized searches for employees (by use of advertisements in the media, the engagement of search firms or otherwise), (b) continuing its ordinary course hiring practices that are not targeted specifically at employees of the other party or (c) hiring an employee of the other party who first initiates an employment discussion with such party, so long as such party has not violated the restrictions on solicitation contained in this Agreement. 

12. IMAGES / RECORDINGS / CONSENTS. 

Agency Clients agree to permit Company to obtain photographs, videos, and other recorded media of you or your likeness with Agency Clients written or verbal approval, which is hereby agreed to by the execution of this AgreementAgency Clients agree that the property rehab could be used for Company’s social media, website, and marketing purposes. The client understands that no pertinent and sensitive information will ever be disclosed to anyone outside of the necessary parties of the Company’s team. You acknowledge and agree to allow any such recorded media to be used by Company for any lawful purpose, and without compensation. 

13. INDEMNIFICATION AND LIMITATION OF LIABILITY 

Indemnification. You agree at all times to defend, indemnify and hold harmless our Company, as well as any of our affiliates, agents, contractors, officers, directors, shareholders, employees, joint venture partners, successors, transferees, assignees, and licensees, as applicable, from and against any and all third-party claims, causes of action, damages, liabilities, costs and expenses, including legal fees and expenses, arising out of or related to our Programs, Products, Services or Program Materials, or your breach of any obligation, warranty, representation or covenant set forth in this Agreement or in any other agreement with us.

Limitation of Liability. We will not be held responsible or liable in any way for the information, products or materials that you request or receive through or on our Programs, Products, Services or Program Materials. We do not assume liability for accidents, delays, injuries, harm, loss, damage, death, lost profits, personal or business interruptions, misapplication of information, physical or mental disease, condition or issue, or otherwise, due to any act or default of anyone or any business, whether owners, staff, agents, joint venture partners, contractors, vendors, affiliates or otherwise, affiliated with us. We do not assume liability for any owners, staff, agents, joint venture partners, contractors, vendors, affiliates or otherwise who are engaged in rendering our Programs, Products, Services or Program Materials, or in any way or in any location. In the event that you use our Programs, Products, Services or Program Materials or any other information provided by us or affiliated with us, we assume no responsibility.

14. TIME LIMITATION. 

If an Agency Client wishes to bring an action against Company for any act or omission relating to or arising from the Agreement, such action must be brought within one (1) year from the date of the alleged conduct giving rise to the cause of action. Parties waive all claims that any other statutes of limitations apply. 

15. DEATH OR INCAPACITY OF PARTY. 

The death or incapacity of a party shall cause this Agreement to be dissolved. 

16. ATTORNEY’S FEES. 

In the event that it should become necessary for any party entitled hereunder to bring suit against any other party to this Agreement for enforcement of the covenants herein contained, the parties hereby covenant and agree that the party who is found to be in violation of said covenants shall also be liable for all reasonable attorney’s fees and costs of court incurred by the other parties hereto.

17. CONSTRUCTION. 

Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. In addition, the pronouns used in this Agreement shall be understood and construed to apply whether the party referred to is an individual, partnership, joint venture, corporation or an individual or individuals doing business under a firm or trade name, and the masculine, feminine and neuter pronouns shall each include the other and may be used interchangeably with the same meaning. The parties acknowledge that this Agreement and all the terms and conditions contained herein have been fully reviewed and negotiated by the parties. Having acknowledged the foregoing, the parties agree that any principle of construction or rule of law that provides that, in the event of any inconsistency or ambiguity, an agreement shall be construed against the drafter of the agreement shall have no application to the terms and conditions of this Agreement. 

18. WAIVER. 

No course of dealing on the part of any party hereto or its agents, or any failure or delay by any such party with respect to exercising any right, power or privilege of such party under this Agreement or any instrument referred to herein shall operate as a waiver thereof, and any single or partial exercise of any such right, power or privilege shall not preclude any later exercise thereof or any exercise of any other right, power or privilege hereunder or thereunder. 

19. FORCE MAJEURE 

If by reason of Force Majeure any party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement, then if such party shall give notice and full particulars of such Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied on, the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, but for no longer period, and any such party shall endeavor to remove or overcome such inability with all reasonable dispatch. The term “Force Majeure” as used herein shall mean acts of God, strikes, lockouts, or other industrial disturbances, acts of public enemy, pandemics, order of any kind of the Government or the courts of the United States or the State of Missouri, or any Civil or military authority insurrection or on account of any other causes not reasonably within the control of the party claiming such inability. 

20. CUMULATIVE RIGHTS. 

The rights and remedies of any party under this Agreement and the instruments executed or to be executed in connection herewith, or any of them, shall be cumulative and the exercise or partial exercise of any such right or remedy shall not preclude the exercise of any other right or remedy. 

21. INVALIDITY. 

In the event any one or more of the provisions contained in this Agreement or in any instrument referred to herein or executed in connection herewith shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the other provisions of this Agreement or any such other instrument. 

22. TIME IS OF THE ESSENCE. 

Time is of the essence of this Agreement. 

23. HEADINGS. 

The headings used in this Agreement are for convenience and reference only and in no way define, limit, simplify or describe the scope or intent of this Agreement, and in no way effect or constitute a part of this Agreement. 

24. MULTIPLE COUNTERPARTS. 

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

25. LAW GOVERNING. 

This Agreement shall be construed and governed by the laws of the State of Missouri, and all obligations hereunder shall be deemed performable in Saint Louis City, Missouri. 

26. DISPUTE RESOLUTION

It is hoped that should we ever have any differences, we could be able to work them out amicably through e-mail correspondence. However, should we be unable to seek resolution within a reasonable time, you agree now that the only method of legal dispute resolution that will be used is binding arbitration before a single arbitrator, selected jointly, in accordance with the American Arbitration Association Rules. Prior to seeking arbitration, you must send an e-mail to us at hello@therealestatebae.com and include all of your reasons for dissatisfaction with your Program. You understand and agree now that the only remedy that can be awarded to you through arbitration is a full refund of your Payment made to date. No other actions or financial awards of consequential damages, or any other type of damages, may be granted to you. We both agree now that the decision of the arbitrator is final and binding, and may be entered as a judgment into any court having the appropriate jurisdiction.

27. ENTIRE AGREEMENT. 

This instrument contains the entire Agreement of the parties and may not be changed orally, but only by an instrument in writing signed by the party against whom enforcement of any waiver, change, modification, extension, or discharge is sought. 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective authorized representatives to be effective as of the date first above written. 

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