This RealCheeky Online Services Subscription Agreement is between the entity you represent, or, if you do not designate an entity in connection with a Subscription purchase or renewal, you individually ("you" or "your" or “subscriber”), and RealCheeky ("RealCheeky ", "we", "us", or "our"). It consists of the terms and conditions below, as well as the Online Services Terms, the SLAs, and the Offer Details for your Subscription or renewal (together, the "agreement"). It is effective on the date we provide you with confirmation of your Subscription or the date on which your

Subscription is renewed, as applicable. Key terms are defined in Section 8.

1. Online Services Terms

a. Right to use. We grant you the right to access and use the Online Services included with your Subscription, as further described in this agreement. We reserve all other rights.

b. Acceptable use. You may use the Online Services only in accordance with this agreement. You may not reverse engineer, decompile, disassemble, or work around technical limitations in the Online Services, except to the extent applicable law permits it despite these limitations. You may not disable, tamper with, or otherwise attempt to circumvent any billing mechanism that meters your use of the Online Services. You may not rent, lease, lend, resell, transfer, or host the Online Services, or any portion thereof, to or for third parties except as expressly permitted in this agreement or the Online Services Terms.

c. End Users. You control access by End Users, and you are responsible for their use of the Online Services in accordance with this agreement. For example, you will ensure End Users comply with the Acceptable Use Policy.

d. Customer Data. You are solely responsible for the content of all Customer Data. You will secure and maintain all rights in Customer Data necessary for us to provide the Online Services to you without violating the rights of any third party or otherwise obligating RealCheeky to you or to any third party. RealCheeky does not and will not assume any obligations with respect to Customer Data or to your use of the Online Services other than as expressly set forth in this agreement or as required by applicable law.

e. Responsibility for your accounts. You are responsible for maintaining the confidentiality of any non-public authentication credentials associated with your use of the Online Services. You must promptly notify our customer support team about any possible misuse of your accounts or authentication credentials or any security incident related to the Online Services.

f. Administrator Assumption of Control. If you use an email address provided by an organization you are affiliated with (e.g. Broker) to order an Online Service individually, you represent that you have authority to use that organization's domain to sign up for a Subscription in your capacity as a member of that organization. The organization, as the owner of the domain associated with your email address, may assume control over and manage your use of the Online Services. In such a case, your organization's designated administrator (your "admin") may (i) control and administer your account, including modifying and terminating your access and (ii) access and process your data, including the contents of your communications and files. RealCheeky may inform you that your organization has assumed control of the Online Services covered by your Subscription, but RealCheeky is under no obligation to provide such notice. If your organization is administering your use of the Online Services or managing the tenant associated with your Subscription, direct your data subject requests and privacy inquiries to your administrator. If your organization is not administering your use of the Online Service or managing such tenant, direct your data subject requests and privacy inquiries to RealCheeky.

g. Additional Software for use with the Online Services. To enable optimal access to and use of certain Online Services, you may install and use certain Software in connection with your use of the Online Service as described in the Online Services Terms.

2. Purchasing subscriptions to Online Services.

a. Available Subscriptions. The Portal provides Subscription Details, which generally can be categorized as one or a combination of the following:

(i) Early Commitment Subscription. You commit in advance to purchase a specific membership level of Online Services for use during a Term and to pay upfront or on a monthly basis in advance of use. With respect to RealCheeky Services, additional or other usage (for example, usage beyond your commitment quantity) may be treated as additional services added to this Consumption Subscription. Committed quantities not used during the Term will expire at the end of the Term.

(ii) Standard Consumption Subscription. You select a membership plan and payments start upon execution of membership agreement. If consumption exceeds initial membership selection, member may upgrade plan or pay a la carte.

(iii) Limited Trial Subscription. You receive a limited quantity of Online Services for a limited term without charge (for example, as a trial Subscription or free account) or as part of another RealCheeky offering. Provisions in this agreement with respect to pricing, cancellation fees, payment, and data retention may not apply.

(iv) Ala Carte Services. Some services will be available via a la carte selection and will be paid for at time of ordering. If added to a current subscription plan, charges may be added to monthly billing.

b. Ordering.

(i) All orders must be received in writing, and by ordering or renewing a Subscription, you agree to the Offer Details for that Subscription. Unless otherwise specified in those Details, Online Services are offered on an "as available" basis. While Subscriber is entitled to one RealCheeky subscription per DRE#, you may place orders for your Affiliates under this agreement and grant your Affiliates administrative rights to manage the Subscription, but Affiliates may not place orders under this agreement. You also may assign the rights granted under Section 1.a. to a third party for use by that third party in your internal business. If you grant any rights to Affiliates or third parties with respect to your Subscription, such Affiliates or third parties will be bound by this agreement and you agree to be jointly and severally liable for any actions of such Affiliates or third parties related to their use of the Products.

(ii) Some offers may permit you to modify the quantity of Online Services ordered during the Term of a Subscription. Additional quantities of Online Services added to a Subscription will expire at the end of that Subscription. Downgrades in service are allowed during the first 60 days of term, however all paid amounts are considered earned and no refunds will be given.

c. Pricing and payment. Payments are due and must be made according to the Offer Details for your Subscription. See attached Addendum I for subscription pricing.

(i) For Early Commitment Subscriptions, the price level may be based on the quantity of Online Services of your plan you ordered. Some subscription plans may permit you to modify the quantity of Online Services plan ordered during the Term and your price level may be adjusted accordingly, but price level changes will not be retroactive. During the Term of your Subscription, prices for Online Services will not be increased, as to your Subscription, from those posted in the Portal or Addendum 1 at the time your Subscription became effective or was renewed, except where prices are identified as temporary in the subscription Details, or for Previews or Non-RealCheeky Products. All prices are subject to change at the beginning of any Subscription renewal.

(ii) For Standard Consumption Subscriptions, pricing is subject to change at any time upon notice, going into effect at the next annual renewal date for each subscriber.

(iii) For Ala Carte Services, pricing is subject to change at any time.

d. Renewal

(i) Upon renewal of your Subscription, your Subscription will thereafter be governed, by the terms and conditions set forth in the Portal on the date on which your Subscription is renewed (the "Renewal Terms"). If you do not agree to any Renewal Terms, you may decline to renew your Subscription.

(ii) For all Subscriptions, except Limited Subscriptions, you may choose to have a Subscription automatically renew or terminate upon expiration of the Term. Automatic renewal is pre-selected. You can change your selection at any time during the Term.

(iii) For Limited Subscriptions, renewal may not be permitted.

e. Taxes.

All prices are tax inclusive. You must pay any applicable value added, goods and services, sales, gross receipts, or other transaction taxes, fees, charges or surcharges, or any regulatory cost recovery surcharges or similar amounts that are owed under this agreement and which we are permitted to collect from you under applicable law. You will be responsible for any applicable stamp taxes and for all other taxes that you are legally obligated to pay including any taxes that arise on the distribution or provision of Products to your Affiliates. We will be responsible for all taxes based on our net income, gross receipts taxes imposed in lieu of taxes on income or profits, or taxes on our property ownership.

If any taxes are required to be withheld on payments you make to us, you may deduct such taxes from the amount owed to us and pay them to the appropriate taxing authority; provided, however, that you promptly secure and deliver an official receipt for those withholdings and other documents we reasonably request to claim a foreign tax credit or refund. You must ensure that any taxes withheld are minimized to the extent possible under applicable law.

3. Term, termination, and suspension.

a. Agreement term and termination. This agreement will remain in effect until the expiration, termination, or renewal of your Subscription, whichever is earliest.

(i) All Subscription Termination. Subscriber or RealCheeky may terminate a Subscription at any time during its Term. All termination requests must be down online by clicking on cancel or in writing via an email. Any subscription fees paid to us are considered earned and no refunds will be made due to termination.

b. Suspension. We may suspend your use of the Online Services if: (1) it is reasonably needed to prevent unauthorized access to Customer Data; (2) you fail to respond to a claim of alleged infringement under Section 5 within a reasonable time; (3) you do not pay amounts due under this agreement; (4) you do not abide by the Acceptable Use Policy or you violate other terms of this agreement; or (5) for Limited Subscription, the Subscription becomes inactive from your failure to access the Online Services as described in the Offer Details. If one or more of these conditions occurs, then:

(i) For Limited Subscriptions, we may suspend your use of the Online Services, your Subscription and your account immediately without notice.

(ii) For all other Subscriptions, a suspension will apply to the minimum necessary part of the Online Services and will be in effect only while the condition or need exists. We will give notice before we suspend, except where we reasonably believe we need to suspend immediately. We will give at least 30 days' notice before suspending for non-payment. If you do not fully address the reasons for the suspension within 60 days after we suspend, we may terminate your Subscription and delete your Customer Data without any retention period. We may also terminate your Subscription if your use of the Online Services is suspended more than twice in any 12-month period.

4. Conduct of Subscriber's Business.

(a) Contracts. Subscriber shall have the responsibility, along with their client (seller or buyer), for the contents of the contracts, and for accuracy of the terms and obligations negotiated under said contracts. RealCheeky shall have no responsibility to any subscriber or client of subscriber with respect to the terms or negotiations or obligations as they relate to the residential listing agreements, residential purchase agreements, addendums, contingency removals, or other real estate transaction documents submitted into RealCheeky system, of the parties involved with the real estate escrow. RealCheeky is a facilitator of procuring a real estate contract milestones and creating a timeline for the parties in the contract. It is the real estate agent’s or representative of the real estate agent or subscribers responsibility to review for accuracy of the data prior to sharing with other parties. RealCheeky is not involved with negotiations or writing real estate contracts or modifications or addendums. Subscriber agrees to indemnify and hold RealCheeky harmless from any claim or liability asserted against RealCheeky which arises from a dispute to the terms of any real estate transaction (listing or sale side) so obtained.

(b) Name. Subscriber shall conduct all of Subscriber's business under Subscriber’s name, and shall not use the name, logo or other identifying marks of RealCheeky or any Carrier without RealCheeky ’s written consent.

(c) Laws, Regulations & Rules. Subscriber shall comply with all applicable laws, regulations, rules and requirements relating to the performance of its obligations hereunder as well as the general standards, rules and regulations of the real estate industry.

(d) Errors & Omissions. Subscriber shall obtain and maintain from a carrier rated A- or better by Best’s an errors and omissions policy with limits as directed by their real estate broker or a minimum of at least $1,000,000 per occurrence and in the aggregate, if an independent broker and which is otherwise acceptable to RealCheeky. Upon request of RealCheeky or a Carrier, Subscriber shall provide evidence of such insurance by providing a copy of the declarations page of such policy with subscriber’s name designated as the named insured.

(e) Professionalism. Subscriber shall always conduct its business in a professional manner and shall comply with all policies, procedures, and instructions of RealCheeky as it pertains to the use of our Online Services, as they may be adopted or amended from time to time.

(f) One DRE# for one subscription. Subscriber is entitled to one RealCheeky subscription.

5. Ownership of Client Relationship and Expirations

(a) Ownership. Subscriber is the owner of the relationship with its clients (sellers and buyers of real estate), and RealCheeky is not a co-broker or co-agent with respect to, and has no responsibility for providing services to, such clients.

6. Warranties.

a. Limited warranty.

(i) Online Services. We warrant that the Online Services will meet the terms of the SLA during the Term. Your only remedies for breach of this warranty are those in the SLA.

b. Limited warranty exclusions. This limited warranty is subject to the following limitations:

(i) any implied warranties, guarantees or conditions not able to be disclaimed as a matter of law will last one year from the start of the limited warranty;

(ii) This limited warranty does not cover problems caused by accident, abuse or use of the Products in a manner inconsistent with this agreement or our published documentation or guidance, or resulting from events beyond our reasonable control;

(iii) This limited warranty does not apply to problems caused by a failure to meet minimum system requirements; and

(iv) This limited warranty does not apply to Limited Subscriptions.

c. DISCLAIMER. Other than this warranty, we provide no warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability or fitness for a particular purpose. These disclaimers will apply except to the extent applicable law does not permit them.

7. Defense of claims.

a. Defense.

(i) We will defend you against any claims made by an unaffiliated third party that our online services infringes that third party's patent, copyright or trademark or makes unlawful use of its trade secret..

(ii) You will defend us against any claims made by an unaffiliated third party that (1) any Customer Data, Customer Solution, or Non-RealCheeky Products, or services you provide, directly or indirectly, in using a Product infringes the third party's patent, copyright, or trademark or makes unlawful use of its trade secret; or (2) arises from violation of the Acceptable Use Policy.

b. Limitations. Our obligations in Section 5.a. will not apply to a claim or award based on: (i) any Customer Solution, Customer Data, Non-RealCheeky Products, modifications you make to the Online Services, or services or materials you provide or make available as part of using the Online Services; (ii) your combination of the Online Services with, or damages based upon the value of, Customer Data or a Non-RealCheeky Product, data, or business process; (iii) your use of a RealCheeky trademark without our express written consent, or your use of the Online Services after we notify you to stop due to a third-party claim; (iv) your redistribution of the Online Services to, or use for the benefit of, any unaffiliated third party; or (v) Online Services provided free of charge.

c. Remedies. If we reasonably believe that a claim under Section 5.a. (i). may bar your use of the Online Services, we will seek to:(i) obtain the right for you to keep using it; or (ii) modify or replace it with a functional equivalent and notify you to stop use of the prior version of the Online Services. If these options are not commercially reasonable, we may terminate your rights to use the Online Services and then refund any advance payments for unused Subscription rights.

d. Obligations. Each party must notify the other promptly of a claim under this Section. The party seeking protection must (i) give the other sole control over the defense and settlement of the claim; and (ii) give reasonable help in defending the claim. The party providing the protection will (1) reimburse the other for reasonable out-of-pocket expenses that it incurs in giving that help and (2) pay the amount of any resulting adverse final judgment or settlement. The parties' respective rights to defense and payment of judgments (or settlement the other consents to) under this Section 5 are in lieu of any common law or statutory indemnification rights or analogous rights, and each party waives such common law or statutory rights.

8. Limitation of liability.

a. Limitation. The aggregate liability of each party for all claims under this agreement is limited to direct damages up to the amount paid under this agreement for the Online Services during the 12 months before the cause of action arose; provided, that in no event will a party's aggregate liability for any Online Service exceed the amount paid for that Online Service during the Subscription. There is no liability for Online Services provided free of charge.

b. EXCLUSION. Neither party will be liable for loss of revenue or indirect, special, incidental, consequential, punitive, or exemplary damages, or damages for lost profits, revenues, business interruption, or loss of business information, even if the party knew they were possible or reasonably foreseeable.

c. Exceptions to limitations. The limits of liability in this Section apply to the fullest extent permitted by applicable law, but do not apply to: (1) the parties' obligations under Section 5; or (2) violation of the other's intellectual property rights.

9. Miscellaneous.

a. Notices. Notices must be in writing and will be treated as delivered on the date received at the address, date shown on the return receipt, email transmission date, or date on the courier or fax confirmation of delivery. Notices to RealCheeky must be sent to the following address:

RealCheeky, LLC

Subscriptions

10810 Boyette Rd Riverview Florida, 33568

USA

Or may be emailed to info@RealCheeky.com

Notices to you will be sent to the address that you identify on your account as your contact for notices. RealCheeky may send notices and other information to you by email or other electronic form.

b. License Transfers and Assignment. You may not assign this agreement either in whole or in part or transfer licenses without RealCheeky 's consent.

c. Severability. If any part of this agreement is held unenforceable, the rest remains in full force and effect.

d. Waiver. Failure to enforce any provision of this agreement will not constitute a waiver.

e. No agency. This agreement does not create an agency, partnership, or joint venture.

f. No third-party beneficiaries. There are no third-party beneficiaries to this agreement.

g. Applicable law and venue. This agreement is governed by California law, without regard to its conflict of laws principles, except that (i) if you are a U.S. Government entity, this agreement is governed by the laws of the United States, and (ii) if you are a state or local government entity in the United States, this agreement is governed by the laws of that state. Any action to enforce this agreement must be brought in Monterey County, in the State of California. This choice of jurisdiction does not prevent either party from seeking injunctive relief in any appropriate jurisdiction with respect to a violation of intellectual property rights.

h. Entire agreement. This agreement is the entire agreement concerning its subject matter and supersedes any prior or concurrent communications. In the case of a conflict between any documents in this agreement that is not expressly resolved in those documents, their terms will control in the following order of descending priority: (1) this RealCheeky Online Subscription Agreement, (2) the Online Services Terms, (3) the applicable Offer Details, and (4) any other documents in this agreement.

i. Survival. The terms in Sections 1, 2.c., 2.e., 4, 5, 6, 7, and 8 will survive termination or expiration of this agreement.

j. Force majeure. Neither party will be liable for any failure in performance due to causes beyond that party's reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Online Services)). This Section will not, however, apply to your payment obligations under this agreement.

k. Contracting authority. If you are an individual accepting these terms on behalf of an entity, you represent that you have the legal authority to enter into this agreement on that entity's behalf. If you specify an entity, or you use an email address provided by an entity you are affiliated with (such as an employer) in connection with a Subscription purchase or renewal, that entity will be treated as the owner of the Subscription for purposes of this agreement.

10. Definitions.

Any reference in this agreement to "day" will be a calendar day.

"Acceptable Use Policy" is set forth in the Online Services Terms.

“Early Commitment Subscription", "Standard Commitment Subscription", or "Limited Subscription" describe categories of Subscription offers and are defined in Section 2.

"Customer Data" is defined in the Online Services Terms.

"Customer Solution" is defined in the Online Services Terms.

"End User" means any person you permit to access Customer Data hosted in the Online Services or otherwise use the Online Services, or any user of a Customer Solution.

"Managed Service Solution" means a managed IT service you provide to a third party that consists of the administration of and support for RealCheeky Services.

"RealCheeky Services" is defined in the Online Services Terms.

"Non-RealCheeky Product" is defined in the Online Services Terms.

"Offer Details" means the pricing and related terms applicable to a Subscription offer, as published in the Portal.

"Online Services" or “Product” means any of the RealCheeky -hosted services to which you subscribe under this agreement.

"Online Services Terms" means the terms that apply to your use of the Products available at www.RealCheeky.com. The Online Services Terms include terms governing your use of Products that are in addition to the terms in this agreement.

"Previews" means preview, beta, or other pre-release version or feature of the Online Services or Software offered by RealCheeky to obtain customer feedback.

"Portal" means the Online Services' respective web sites that can be found at, or at an alternate website we identify.

"Product" means any Online Service (including any Software).

"SLA" means the commitments we make regarding delivery and/or performance of an Online Service, as published at www.RealCheeky.com at an alternate site that we identify.

"Software" means RealCheeky software we provide access to the online portal as part of your Subscription or to use with the Online Service to enable certain functionality.

"Subscription" means an enrollment for Online Services for a defined Term as specified on the Portal. You may purchase multiple Subscriptions when there are multiple DRE#, which may be administered separately, and which will be governed by the terms of a separate RealCheeky Online Subscription Agreement.

"Term" means the duration of a Subscription (e.g., 30 days or 12 months).

Entire Agreement.

This Agreement, including any Addendums or other attachments, constitutes the entire agreement between the parties and supersedes any prior agreements between them with respect to the subject matter hereof.

By clicking the submit button with your account details, credit card information and selecting a plan you agree to all terms in this subscription agreement and authorize RealCheeky, LLC to charge your credit card through a third-party credit card company fees based on this agreement and your selection of a plan.

Addendum 1 – Subscription Terms

Free Access Sidekick Plan: The application is free for active, licensed real estate agents.

Vendor Marketplace Usage: To maintain free access, agents must use at least one vendor from our vendor marketplace in each transaction closed using the Agent Sidekick.

Subscription Fee for Non-Compliance: Failure to use a marketplace vendor per transaction will result in a monthly subscription fee of $9.98.*

Grace Period: Agents have a 90-day grace period from their first transaction to utilize the vendor marketplace. Failure to comply within this period will result in the subscription fee requirement.

Credit Card Requirement for Non-Compliance: Agents who do not meet the vendor usage requirement must provide credit card details in our secure gateway for future transactions.