Please carefully review these terms before subscribing to our services:
 

ACCEPTANCE OF COMMISSION AND COMMUNITY HOST AGREEMENT
BY ENROLLING WITH HOMES & ZONES, OR BY ACCESSING OUR BUSINESS HUB PLATFORM, PREMIUM SERVICES, OR OTHER INFORMATION PROVIDED AS PART OF THE HOMES & ZONES SERVICES (COLLECTIVELY, THE “SERVICES”), THE AGENT AND BROKER AGREE TO ENTER INTO A LEGALLY BINDING COMMISSION AGREEMENT WITH AI AD NETWORKS INC., D/B/A HOMES & ZONES, 2300 YONGE ST. SUITE 1600, TORONTO, ON M4P 1E4 (“WE,” “US,” “OUR,” AND “HOMES & ZONES”), THE TERMS OF WHICH CONSIST OF THIS USER AGREEMENT, THE CODE OF CONDUCT AND OUR PRIVACY POLICY , BOTH OF WHICH ARE HEREBY INCORPORATED BY REFERENCE (COLLECTIVELY REFERRED TO AS THE “AGREEMENT” OR “TERMS OF SERVICE”).

1.    DEFINITIONS 

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• "Homes & Zones Community": This is the exclusive Community on the Company's Homes & Zones Network where the agent and the subscribers to the agent's Community provide reciprocal referrals to each other through Homes & Zones Omnibus Surveys.
   

• "Commission Agreement": The agent and the agent's broker agree to pay the specified commission to Homes & Zones or their broker within 10 days of the closing of any referral candidate provided by Homes & Zones.
   

• "Conversational Agent": This is a computer program powered by AI that can talk to people like a human does. It learns from conversations to understand what people say and respond in a natural way.
   

• "Share Options": Share Options give the agent and the broker the right to buy a certain number of shares in the Company at a fixed price at a time upon which the company is being sold or goes public and the agent and broker can enjoy a financial gain at a certain time in the future without risk.
   

• "Members": These are the companies that participate as referral partners in the agent's community.
   

• "Business Hub": This is an online platform provided by the Company where the agent can manage leads, collaborations, finances, and communication with the Company.
   

Agreement:
 

1. Referrals and Leads

1.1 Provision of Referrals.
Homes & Zones agrees to provide Broker and Agent with referrals of potential real estate buyers and sellers (each, a “Lead”).
 

1.2 Acceptance of Referrals.
Broker and Agent agree to use commercially reasonable efforts to promptly respond to each Lead provided by Homes & Zones and to diligently pursue each Lead for the purpose of entering into a real estate transaction.
 

2. Real Estate Agent's Homes & Zones Community
2.1 Exclusive Rights.
The Agent is granted exclusive rights for a Homes & Zones Community outlined in the agent's business hub.
 

2.2 Technology Utilization.
The Agent understands that Homes & Zones will utilize its technology to display the agent's message to users of the Homes & Zones Network, aiming to maximize potential client engagement for the Agent.
 

3. Grant of Exclusivity & Data Ownership

3.1 Exclusive Rights.
Subject to the terms and conditions of this Agreement, Homes & Zones grants the Agent the exclusive right to promote its real estate services within the defined Homes & Zones Community indicated herein (the "Community").
 

3.2 Exclusivity within Homes & Zones Community Pages.
During the term of this Agreement, Homes & Zones commits not to solicit or accept any competing Agent or Broker within the specified Homes & Zones Community Page(s), identified exclusively by the community location name. It is recognized that other Homes & Zones community pages may exist nearby, but exclusivity is solely determined by the unique landing page name assigned to the Agent's community, without consideration of physical boundaries in any other form.
 

3.3 Ownership and Use.
All home buyer and home seller data, referrals, expressions of interest and related information generated from the promotional efforts within the designated Homes & Zones Community are the exclusive property of the Agent.
 

3.4 Exclusive Benefit.
The Agent has the exclusive right to use, benefit from, and exploit the Data for the purpose of enhancing their real estate business within the designated Homes & Zones Community.
 

4. Commission and Payment

4.1 Commission.
Broker and Agent agree to pay Homes & Zones a referral fee (the “Commission”) for each Lead that results in a closed real estate transaction (each, a “Closed Transaction”).
 

4.2 Commission Rate.
The Commission shall be [Percentage]% of the gross commission income (GCI) received by Broker and Agent from each Closed Transaction, unless otherwise agreed upon in writing by the parties.
 

4.3 Payment Terms.
Broker and Agent agree to pay the Commission to Homes & Zones within [Number] days of the receipt of the GCI from a Closed Transaction.
 

4.4 Reporting and Record keeping.
Broker and Agent shall maintain accurate records of all transactions involving Leads provided by Homes & Zones and shall provide Homes & Zones with a report of all Closed Transactions on a [monthly/quarterly] basis.
 

5. Business Hub Access

5.1 Access Provision.
Homes & Zones shall grant Agent access to the Business Hub, a dedicated platform designed to facilitate the seamless exchange of information and communication between the parties. The Business Hub is located at: https://www.homesandzones.com/business-hub.

5.2 Information Submission.
Agent shall provide Homes & Zones with relevant information, including expressions of interest from Agent’s clients for services available for the Agent’s members.
 

6. Status Updates and Follow-up

6.1 Weekly Status Updates.
Agent shall provide Homes & Zones with weekly status updates for all active Leads. These updates shall include, but are not limited to, the current status of the Lead, any significant interactions, and any anticipated actions or next steps.
 

6.2 Diligent Follow-up.
Agent agrees to diligently follow up on all Leads provided by Homes & Zones using preferred industry practices. This includes timely responses to Leads, regular communication, and consistent efforts to convert Leads into clients.

6.3 Failure to Follow-up and Provide Updates.
If Agent fails to diligently follow up on Leads using preferred industry practices and/or fails to provide diligent updates to Homes & Zones for each referred candidate on a weekly basis via the Homes & Zones Business Hub, Agent agrees to pay Homes & Zones a fee of $65.00 + applicable taxes for each referral provided.
 

7. Confidentiality

7.1 Confidential Information.
Each party agrees to keep confidential all non-public information disclosed by the other party in connection with this Agreement and to use such information only for the purposes contemplated herein.
 

8. Indemnification

8.1 Indemnification by Broker and Agent.
Broker and Agent agree to indemnify and hold harmless Homes & Zones and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses arising out of or relating to Broker’s and Agent’s performance under this Agreement.

8.2 Indemnification by Homes & Zones.
Homes & Zones agrees to indemnify and hold harmless Broker and Agent and their officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses arising out of or relating to Homes & Zones’ performance under this Agreement.
 

9. Non-Disparagement

9.1 Non-Disparagement.
Each party agrees not to make any statements or take any actions that could reasonably be expected to adversely affect the reputation, image, goodwill, or commercial interests of the other party.
 

10. Term and Termination

10.1 Term.
This Agreement shall commence on the Effective Date and shall continue until terminated by either party upon written notice.

10.2 Termination for Convenience.
Either party may terminate this Agreement for convenience upon 30 days' prior written notice to the other party.

10.3 Termination for Breach.
Either party may terminate this Agreement immediately if the other party breaches any material provision of this Agreement and fails to remedy such breach within 7 days of receiving written notice specifying the breach.

10.4 Post-Termination Obligations.
Broker and Agent shall remain obligated to pay Homes & Zones any Commissions owed for Closed Transactions that occurred prior to the effective date of termination. Furthermore, Broker and Agent shall remain obligated to pay Commissions for any Leads provided by Homes & Zones that result in a Closed Transaction within two (2) years following the termination of this Agreement.
 

11. Share Options

11.1 Eligibility.
Apart from the services stipulated in this Agreement, the Agent and the Broker are each eligible to receive $10,000 in share options at the Company's prevailing rate per share for each location where the agent is promoted within the Company's Homes & Zones Network.

11.2 Vesting.
Share options shall vest over a period of four (4) years, with 25% of the options vesting annually. The vesting period commences on the Effective Date of this Agreement. The agent acknowledges and agrees to the terms of this share options arrangement, affirming a commitment to the mutually beneficial growth and success outlined herein.
 

11.3 Termination and Vesting.
If this Agreement is terminated in accordance with the specified terms before the completion of the share options vesting period, all unvested share options granted to the Agent under this Agreement may be automatically canceled and rendered null and void.

11.4 Referral Program Participation.
The agent has the right to participate in the company's referral program and is entitled to all the privileges of that program, including but not limited to receiving share options for each bona fide referral received by the company in compliance with the company's standards and number of share-options for the business category of the referral. Additionally, the agent shall adhere to any terms and conditions outlined in the referral program agreement.

11.5 Share Options Eligibility and Acceptance.
The agent acknowledges that share options are granted subject to the agent confirming eligibility for exemption under securities regulations, allowing receipt of share options without the need for a prospectus or offering memorandum. Should the agent choose not to receive share options, they may decline by disregarding the Company's request to accept the options based on the exemption requirement.
 

12. Confidentiality

12.1 Confidential Information.
Both parties agree to keep confidential any proprietary or non-public information disclosed by one party to the other during the course of this Agreement.

12.2 Company Confidentiality.
The agent acknowledges that Homes & Zones’ technology, algorithms, and other proprietary information related to its network of conversational agents are valuable assets and trade secrets. The agent agrees not to disclose, reproduce, or use such information for any purpose other than the performance of this Agreement.