Services Description
1. Overview. The Services are a Lead Nurture and CRM technology in the form of a matching and recommendation engine that connects, among other individuals, prospective purchasers and leasees of esidential property to real estate agents. The Services encompass: (i) “LocalizeOS,” which is a set of tools Localize has created that includes the LocalizeMarketplace (aka Localize.city) real estate platform fused with data-driven insights for every listing; (ii) LocalizeAI, Localize’s proprietary “Hunter®” service, which drives significant efficiencies for brokerages and agents by automating the lead qualification and engagement processes and in smart-matching curated listings to homebuyers based on their specific needs; and (iii) the “LocalizeHQ” and LocalizeBI software, which enables agents and brokers to leverage the power of Localize.city and Hunter® to have more visibility into their and their teams’ pipeline and execute more transactions leveraging data and AI.

2. Referral of Leads. Commencing on the Effective Date and continuing until this Agreement expires or terminates, Client may, from time to time, in his/her sole and absolute discretion, refer to Localize the identity of/information concerning potential purchasers, tenants, owners, hosts, and/or sellers of residential property (“Lead[s]”). Localize shall add all Leads that Client refers to Localize to the Services for the purpose of engaging them in Localize’s proprietary technology. Client acknowledges that Client is involved in the control of the content of messages, to whom they are sent, and when they are sent. So long as Client is the sole party who first referred a given Lead to Localize, Localize promises to share that Lead’s identity and information (an “Identified Lead[s]”) only with Client and no other real estate salesperson, broker, or brokerage firm, except for the listing agent for the Identified Lead who is required to be displayed on Localize’s platform or site. Notwithstanding the foregoing, in the event (i) Client is prohibited, whether due to restrictions promulgated by Client’s employer, by an industry trade organization with which Client is affiliated, or for any other reason, from representing an Identified Lead in a transaction in the particular geographical region in which the Identified Lead wishes to or is likely to purchase and/or sell Residential Property (defined below), Localize shall have the right to share the Lead’s identity and information with a real estate salesperson, broker, or brokerage firm other than Client, without Client’s consent and without Client being entitled to any compensation or referral fee from Localize or any other party or entity in connection with that Lead, or (ii) Client terminates this Agreement, Localize shall have the right to share the Lead’s identity and information with a real estate salesperson, broker, or brokerage firm other than Client, without Client’s consent and without Client being entitled to any compensation or referral fee from Localize or any other party or entity in connection with that Lead, so long as the party with whom the Lead’s identity and information is being shared referred the same Lead to Localize.

Initial Service Term. The initial term of this Agreement shall commence on the Effective Date and end at 11:59 ET on the day immediately preceding the one (1) year anniversary of the Effective Date (“Initial Service Term”).

1. Fee Structure. As consideration for Localize’s Services hereunder, Client shall pay Localize the following fees (collectively, the “Fees”):
   1. Commission Fees: a license/subscription based fee (“Commission Fees”) in an amount equal to twenty percent (20%) of any commission, compensation, fee or other amounts paid to Client (“Client’s Commission”), directly or indirectly, in connection with the sale or lease of a condominium unit, co-op unit, single family residence, or any other type of residential property (“Residential Property”) to or by an Identified Lead that is entered into during the term hereof (or entered into during the Tail Period).¹ Client shall pay Localize the Fees within five (5) days of Client’s receipt of Client’s Commission for the sale or lease of Residential Property to or by an Identified Lead.
   2. Implementation Fee: $ waived payable upon execution and delivery of this Agreement. The Implementation Fee is non-refundable. The Implementation Fee is a one-time setup fee, will not be charged upon renewal of any of the Services, and is non-refundable.
   3. Monthly Retainer Fee for LocalizeOS: $ 99 per month per user of the LocalizeOS Agent Boost package (additional users must be authorized and approved by Localize and shall be subject to additional charges) and $ 249 per month for the LocalizeOS Team Growth Package, which includes up to five (5) users (additional users must be authorized and approved by Localize and may be subject to additional charges) (hereinafter, the “LocalizeOS Service”). The LocalizeOS Service shall be for a twelve (12) month period (the “LocalizeOS Term”) and following the expiry of the LocalizeOS Term, the LocalizeOS Service shall automatically renew for additional periods of the same duration as the LocalizeOS Term unless either party notifies the other in writing requesting termination at least thirty (30) days prior to the expiration of the then-current LocalizeOS Term. Client shall be invoiced for the LocalizeOS Service for each month of the LocalizeOS Term. Payment of all invoices is due within fifteen (15) days of delivery. Client may choose to pre-pay for the LocalizeOS Service for the entire LocalizeOS Term, in which case the total amount due at signing, per user, will reflect a 10% discount.

2. Commission Fees Conditionally Subject to Closing. In no event will Commission Fees with respect to any Residential Property be deemed earned under this Agreement or become due and payable to Localize prior to the closing of the sale of Residential Property to or by an Identified Lead, or commencement of the lease term (as the case may be), unless Client receives payment of a commission, compensation, fee or other amounts in connection with representing the Identified Lead in the prospective purchase, sale, or lease of Residential Property. In such event, Client shall pay Localize the Commission Fees within five (5) days of Client’s receipt of Client’s Commission for the prospective purchase, sale, or lease of Residential Property to or by an Identified Lead.

Amendment. This SOS may only be amended by a writing signed by Localize and Client.

Acknowledgement of Terms and Conditions. This SOS is subject to and incorporates by reference the Software as a Service Terms and Conditions accessible at the following link: www.localizehq.com/terms-conditions. By signing this SOS, Client agrees and acknowledges that Client has read the Software as a Service Terms and Conditions governing this SOS and has assented to and agrees to be bound by them.

Authority. Client represents it has full authority to enter into this SOS and bind Client to all of the SOS’s terms and conditions. If Client is an entity, the person on behalf of Client who is executing this SOS represents that he or she has authority to do so and to bind Client to all of its terms and conditions.

Digital Signatures. The Parties agree that a facsimile or other digitally transmitted signature may substitute for and have the same legal effect as the original signature.