Terms and Conditions for Homes & Zones Community Host Enrollment
Last Update: APR 14, 2024
Please carefully review these terms before subscribing to our services:
ACCEPTANCE OF 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”), YOU BECOME A “COMMUNITY HOST” AND AGREE THAT YOU HAVE ENTERED INTO A LEGALLY BINDING 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 Host and the subscribers to the Host's Community can advertise and provide free information to the Host's local neighborhood.
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"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.
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"Share Options": Share Options give the Host 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 Host can enjoy a financial gain at a certain time in the future without risk.
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"Members": These are the companies that pay to participate as referral partners in the Host's community. The money made from these companies is split between the Company and the Host with the Host receiving a recurring commission split of 25%.
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"Business Hub": This is an online platform provided by the Company where the Host can manage collaborations, finances, and communication with the Company and the Members.
2. REAL ESTATE AGENT'S COMMUNITY
2.1 The Host is granted exclusive rights for Homes & Zones Community outlined in the Host Agreement.
2.2. The Host understands that the Company will utilize its technology to display the Host's message to users of the Homes & Zones Network, aiming to maximize potential client engagement for the Host.
3. GRANT OF EXCLUSIVITY & DATA OWNERSHIP
3.1. Exclusive Rights: Subject to the terms and conditions of this Agreement, the Company grants the Host the exclusive right to promote its real estate services within the defined Homes and Zones Community indicated herein. ("Community").
3.2. Exclusivity within Homes and Zones Community Pages: During the term of this Agreement, the Company commits not to solicit or accept any competing Agent or Broker within the specified Homes and 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 Host'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, share of advertising revenue and related information generated from the promotional efforts within the designated Homes & Zones community are the exclusive property of the Host.
3.4. Exclusive Benefit: The Host 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. PREFERRED VENDOR RELATIONSHIPS & REVENUE SPLITTING
4.1. The Host has the right to furnish the company with a curated list of preferred vendors. Subsequently, the company will initiate contact with these vendors to ascertain their interest in assuming the role of 'Member'. The Host's designated vendors shall be afforded a 15-day window for enrollment as Members on the Host's community portal. Following the conclusion of this stipulated period, the Company shall actively engage, on behalf of the Host, with signing third-party contractors for the purpose of advertising within the Host's Homes & Zones community.
4.2. Priority Referral Commitment: The Host will commit to making genuine and diligent efforts to prioritize referrals to the base of Members within their Homes and Zones community, ensuring the Members maximize the mutually advantageous nature of their Homes and Zones relationship.
4.3. As the Community Host, you commit to fostering a welcoming environment for all new Members and as such, agree to facilitate a warm welcome, assuring them of the dedicated efforts in place to actively refer new business opportunities from yourself and members of the community. This personalized touch underscores our commitment to building mutually beneficial relationships within our referral community.
4.4. Support: The Company shall provide necessary support to facilitate the advertising sales process within the Homes & Zones Network.
4.5. Revenue Sharing: The Host shall receive twenty-five percent (25%) of all fees paid by companies and contractors advertising on the Host's Homes & Zones Community for the duration of this Agreement.
4.6. Accounting: The Company shall provide the Host with reports available in their Business Hub detailing the revenue generated from advertising within the Host's Homes & Zones Community.
4.7. The shared revenue generated from subscription and referral fees paid by members will be paid to the Host on demand, with a minimum withdrawal amount of $500, to a bank account specified by the Host.
4.8. Host Discretion: The Host reserves the right to reject referring clients to a Member if the Host possesses compelling knowledge or information warranting such action. The Company acknowledges and agrees to accommodate all reasonable requests made by the Host in this regard, ensuring alignment with the Host's discretion and commitment to maintaining the integrity of their Homes & Zones community. The Host may elect to avoid referring to any particular Member by putting the Company on notice and including the reason(s) given for the decision.
5. BUSINESS HUB ACCESS
5.1. Access Provision: The Company shall grant the Host access to the Business Hub, a dedicated platform designed to facilitate the seamless exchange of information and communication between the parties. The Busines Hub is located at: https://www.homesandzones.com/business-hub
5.2. Information Submission: The Host shall provide the Company with relevant information, including expressions of interest from the Host's clients for services available for the Host's Members.
6. PROMOTION AND REFERRAL COMMITMENT
6.1. The Host agrees that prominently displaying the Homes and Zones logo on their website and social media platforms, with a direct link to their community pages(s), within 7 days of enrollment is a material part of their obligation. This display is crucial for maintaining the integrity and visibility of the Homes and Zones community. Logo images are readily available in the Host's business portal for convenient and immediate use in compliance with the display requirements.
6.2. The Host commits to exerting their best efforts to actively promote the companies and contractors advertising on their community portal. Furthermore, the Host will, whenever possible, make direct referrals to these entities, fostering a mutually beneficial relationship between the Homes and Zones community and its Members.
6.3. The Host acknowledges and agrees to be a signatory to the advertising agreement to the extent that the Host will use their best efforts to refer clients to the Members within their Homes & Zones Community on a best efforts basis.
6.4. The Host will make reasonable efforts to accommodate communication between potential Members and the Advertising Team to promote mutually beneficial partnerships with Members.
7. MEMBER PROSPECTING AND ENGAGEMENT
7.1. The Company will put forth its best efforts to find potential members and engage with them about the benefits of joining the Host's Homes & Zones community.
7.2. Once potential members are identified, the Company will kick off discussions and share details about why joining the Host's community is advantageous.
7.3. Upon notification from the Company, the Host will step in to engage with the member in further discussions, aiming to provide them with reassurance and a sense of belonging. Drawing on their expertise and understanding of the community's value, the Host will help close membership agreements.
7.4. Both parties will collaborate closely, with the Company focusing on finding and engaging potential members initially, while the Host will dedicate their utmost efforts to finalize the enrollment process, ensuring that new members feel warmly welcomed.
8. UPDATES & ADJUSTMENTS TO CONVERSATIONAL AI AGENT
8.1. The company will use its best efforts to train the AI agent, aiming to enhance its capabilities and optimize its performance.
8.2. The Host agrees to actively participate in improving the AI Agent's performance as it pertains to the Host and the Host's business by providing the Company with relevant information via the Business Hub.
8.3. The Company retains the right to implement reasonable adjustments based on the information received through the Business Hub, with the aim of maximizing the AI Agent's performance in alignment with the Host's goals.
9. TERM AND TERMINATION
9.1. This Agreement shall commence on the Effective Date and shall continue until terminated by either party upon written notice.
9.2. Either party may terminate this Agreement for convenience upon 30 days' prior written notice to the other party.
9.3. 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. SHARE OPTIONS
10.1. Apart from the services stipulated in this Agreement, the Host is eligible to receive $2000 in share options at the Company's prevailing rate per share for each location where the Host is promoted within the Company's Homes & Zones Network.
10.2. 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 Host acknowledges and agrees to the terms of this share options arrangement, affirming a commitment to the mutually beneficial growth and success outlined herein.
10.3. Termination and Vesting of Share Options: 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 Host under this Agreement may be automatically canceled and rendered null and void.
10.4. The Host 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 host shall adhere to any terms and conditions outlined in the referral program agreement.
10.5. Share Options Eligibility and Acceptance: The Host acknowledges that share options are granted subject to the Host confirming eligibility for exemption under securities regulations, allowing receipt of share options without the need for a prospectus or offering memorandum. Should the Host choose not to receive share options, they may decline by disregarding the Company's request to accept the options based on the exemption requirement.
11. ACCESS TO REPORTS
11.1. The Company agrees to furnish the Host with complimentary access to regular reports containing aggregate data points related to consumer trends and sentiments on the Homes & Zones Network.
12. CONFIDENTIALITY
12.1. 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. The Host acknowledges that the Company's technology, algorithms, and other proprietary information related to its network of conversational agents are valuable assets and trade secrets. The Host agrees not to disclose, reproduce, or use such information for any purpose other than the performance of this Agreement, without the prior written consent of the Company.
12.3. The Company acknowledges that the Host may share sensitive information regarding its Services, marketing strategies, or client data. The Company agrees to handle such information with utmost confidentiality and not to disclose or use it for any purpose beyond the scope of this Agreement, without the prior written consent of the Host.
13. WARRANTIES AND INDEMNIFICATION
13.1. The Host represents and warrants that it has all necessary rights, licenses, and permissions to use the materials provided for the Homes & Zones Community, including any intellectual property rights, and that the use of such materials will not infringe upon the rights of any third party.
13.2. The Host agrees to indemnify, defend, and hold the Company and its affiliates, directors, officers, employees, and agents harmless from and against any claims, demands, suits, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of the representations, warranties, or obligations under this Agreement by the Host.
14. LIMITATION OF LIABILITY
14.1. In no event shall either party be liable to the other party for any indirect, incidental, consequential, special, or punitive damages arising out of or in connection with this Agreement, including but not limited to lost profits, loss of business, or loss of data, even if advised of the possibility of such damages.
14.2. The Company's liability under this Agreement, whether in contract, tort, or otherwise, shall be limited to the amount of fees paid by the Members to the Company during the three (3) months preceding the event giving rise to the liability.
15. GRADUAL PROGRESS DISCLAIMER
15.1. While this contract operates on a month-to-month basis, it is essential for the Host to recognize that immediate results may not be typical. The nature of building a robust Program involves a gradual process. Success is expected to unfold over time through community growth, Advertiser adoption, knowledge base expansion, and the continuous improvement of our AI agent. Hosts are encouraged to approach this collaboration with a long-term perspective, understanding that the cumulative effects will contribute to sustained visibility and success.
16. GOVERNING LAW AND DISPUTE RESOLUTION
16.1. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario without regard to its conflict of laws principles.
16.2. Any dispute arising out of or in connection with this Agreement shall be resolved through good-faith negotiations between the parties. If the parties are unable to reach a resolution within 14 days, either party may initiate mediation or arbitration as the exclusive means of resolving the dispute.
17. ENTIRE AGREEMENT
17.1. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, or representations, whether written or oral.
17.2. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.
18. NON-DISPARAGEMENT
18.1. Both parties agree that during the term of this Agreement and thereafter, they shall refrain from making any disparaging remarks, comments, or statements about the other party, its products, services, employees, agents, or affiliates, whether orally, in writing, or through any other medium. The non-disparagement obligation applies to public statements, social media, press releases, interviews, and any other form of communication that could be reasonably expected to reach the public or the other party.
18.2. Exceptions: Nothing in this clause shall prevent either party from making truthful statements required by law, regulation, or legal process.
19. REVOCATION
19.1. This offer remains open for a period of four (4) calendar days from the date of receipt. Failure to sign within this time frame or the company signing another party may result in the revocation of this offer.
20. NON-TRANSFERABILITY
20.1. The Host acknowledges and agrees that this Agreement is not transferable without the express written consent of the Company. The Company reserves the right to withhold its consent to any proposed transfer, assignment, or delegation; however, such consent shall not be unreasonably withheld by the Company.
If you have any questions about the terms of the Community Host Agreement, please contact us here: admin@homesandzones.com