This Agreement to Participate ("Agreement") is entered into by and between Reply! Inc., a California corporation, dba ("RealtyNow") and you, the licensed real estate salesperson or broker ("Agent", "you"). This is a legal contract between you (the Agent) and RealtyNow.

WHEREAS, RealtyNow is located at 12667 Alcosta Blvd., Suite 200, San Ramon, CA 94583;

WHEREAS, Agent has selected RealtyNow to generate real estate inquiries from consumers interested in potentially buying and / or selling a home ("Inquiries");

WHEREAS, Agent agrees to be bound by RealtyNow's Terms of Service;

WHEREAS, Agent agrees to be bound by RealtyNow's Participation Guidelines;

WHEREAS, the version number of this Agreement is V050122;

WHEREAS, the effective date of this Agreement is today's date (date accepted online);

WHEREAS, changes to Agreement (including Payment Terms) will be made from time to time by RealtyNow and these changes will be effective upon posting at (at its discretion, RealtyNow will provide notice of any significant changes to Payment Terms or other provisions);

NOW THEREFORE, Agent agrees as follows:


Membership Fee.
Membership Fees will be charged to Agent's credit / debit card at the beginning of each month. The non-refundable monthly Membership Fee shall be $99.95. First month’s membership fee shall be prorated at the rate of $3.33 multiplied by the number of days that have passed during the month of enrollment. For example, an Agent that enrolls on the 15th shall have a membership fee of $49.95 ($3.33 multiplied by 15).
Advertising Fee.
A "User" is defined as the consumer associated with the Inquiry Notice sent to the Agent. Agent agrees to pay an Advertising Fee(s) whenever an Agent handles a purchase for a User or handles the sale of the User's property, regardless of whether there have been any prior contacts or referral with the Buyer or Seller. For Agents receiving Inquiry Notices from RealtyNow, the Advertising Fee(s) are payable whenever the Agent has received an Inquiry Notice from the RealtyNow service and
1) the Agent subsequently handles the sale of any property for the User (for the first property sale related to that User)
2) the Agent subsequently handles the purchase of any property for the User (for the first property purchase related to that User)
3) the Agent subsequently handles the sale of any property for the User (for the first property purchase related to that User)
In the event of a change in the applicable Advertising Fee, RealtyNow will accept the original Advertising Fee for any transaction(s) where we are notified of such transaction(s) and where we receive a notification of a transaction dated prior to notification of the change in fee. Agent is responsible for paying an Advertising Fee for any qualifying transaction closed within a twenty-four (24) month period of receiving the Inquiry Notice.

Advertising Fees are based on the following schedule:
* If sale price of property is between $0.00 - $149,999.99, no Advertising Fee is due.
* If sale price of property is $150,000.00 or higher, Advertising Fee is $1,000.00

Each Agent who registers with RealtyNow also agrees to ensure that RealtyNow is paid the applicable Advertising Fees within fourteen (14) days of close of sale or purchase) via wire transfer, credit card, or money order. Agent further agrees that RealtyNow may audit any books and/or records applicable to the status of the real estate transaction involving a dispute.

Credit / Debit Card Authorization.
Agent agrees to pay all owed amounts via credit / debit card. By submitting credit / debit card information to RealtyNow, Agent authorizes RealtyNow in its complete discretion to submit financial transactions to Agent's issuing bank for settlement.

Payment Terms shall survive termination of Agreement.


Provide Agent with Inquiry notices ("Inquiry Notice(s)") from interested RealtyNow customers for review. Each Inquiry Notice will include a detailed transaction description and location. Inquiry Notices will not contain the customer's personal contact information.

Provide Agent with the ability to accept or reject each Inquiry Notice (e.g., via an embedded link).

Upon Agent acceptance of the Inquiry Notice, promptly provide the full Inquiry, including customer's name, telephone, email, best time and method to be contacted and preferred dates of taking delivery. An Inquiry is an expression of interest on behalf of a potential customer and will not necessarily lead to the customer utilizing Agent's services.

Notify RealtyNow promptly of any changes in Agent's contact information, including phone and email address.

Promptly review and respond to Inquiry Notices by accepting or rejecting.

Upon acceptance of Inquiry, assist the potential customers in a timely and professional manner.

Notify RealtyNow immediately of any changes in Agent's license status.

Maintain accurate payment information at all times.

Agent agrees that in no way shall they resell or redistribute Inquiry Notices in any way, shape, or form, with the intention of earning any monies from Inquiry Notices. If RealtyNow discovers Agent reselling or redistributing Inquiry Notices and subsequently receiving monies in exchange for Inquiry Notices, Agent will pay full retail cost of $54.95 per Inquiry Notice sent for the life of the Agreement.

Agent agrees to promptly disclose all transactions that are originated through RealtyNow as defined in Section 1, Paragraph 2 of this Agreement. RealtyNow reserves the right to verify the outcome of each Inquiry Notice sent to Agent by methods including, but not limited to surveying Users by phone, email, or written notice, or by searching public records. Should Agent intentionally or unintentionally fail to disclose such transactions that constitute an Advertising Fee within fourteen (14) days of closing, and should RealtyNow discover a transaction occurred from a User sent to Agent through RealtyNow that was not reported, RealtyNow reserves the right to charge Agent for all leads sent for the life of the agreement billed at full retail cost of $54.95 per Inquiry Notice.

What RealtyNow Does

• RealtyNow acts as a venue for individuals buying and selling homes to make introductory communications with Real Estate Agents. RealtyNow charges a monthly membership fee to gain access to these introductions to Real Estate Agents for use of this communication venue. RealtyNow charges an Advertising Fee per transaction closed which originated by the RealtyNow Inquriy, which meets the parameters of Section 1, Paragraph 3 of this Agreement. RealtyNow services are provided free of charge to individual home sellers and buyers.

• Equal Housing Opportunity: Use of RealtyNow services is subject to the Federal Fair Housing Act, which makes it illegal to advertise "any preference, limitation, or discrimination because of race, color, religion, sex, handicap, familial status, or national origin, or intention to make any such preference, limitation, or discrimination." State or local jurisdiction may impose additional requirements.

What RealtyNow Doesn't Do

• RealtyNow acts neither as a real estate broker nor a real estate salesman as defined by the division of Business and Professional Code specific to Real Estate Law.

• RealtyNow does not broker transactions. RealtyNow is not responsible for selling, purchasing, exchanging, renting or leasing property.

• RealtyNow makes no representations or warranties about sellers (e.g., including property characterizations), buyers (e.g., including financial capabilities), or participating Agents.

Either party may terminate this Agreement upon written notice of cancellation. Except as indicated herein, all rights and obligations of the parties shall cease upon termination of this Agreement.

Term & Renewal. Otherwise, (i) Agreement will remain in effect for one year after Effective Date and (ii) Agreement will automatically renew for successive one-year periods.

Agent Warranties
* Agent is a real estate salesperson or broker with a current and valid license.
* Agent has the appropriate licenses for all services offered to customers.
* Agent is of legal age and is otherwise capable of forming a legally binding contract.
* All information provided to customers about Agent is Agent's responsibility. Agent acknowledges that Agent, and not RealtyNow, is offering Agent's products / services.
* Agent will provide customers with all information and notices legally required.
* Agent promotion and distribution of Agent's products / services does not violate any applicable laws or regulations.

Agent agrees to defend, indemnify and hold-harmless RealtyNow and its affiliates, officers, directors, employees and consultants, from and against any and all claims, losses, liabilities and damages of any kind resulting from Agent's access to and use of the RealtyNow service and site and/or Agent's breach of this Agreement. This provision shall survive termination of Agreement.

Limitation of Liability.
RealtyNow provides the RealtyNow services and all other services performed by RealtyNow under Agreement "AS IS". RealtyNow makes no warranties with respect to the performance of its website, software or service, express or implied. The parties agree that in no event will RealtyNow be liable to Agent or any other party, under any theory of liability. This provision shall survive termination of Agreement.

RealtyNow may assign Agreement without the Agent's consent.

Entire Agreement.
This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.

Governing Law.
This Agreement shall be governed by and construed under the laws of the State of California, without regard to conflict of law rules.



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