AGENT REFERRAL CONTRACT 

This agent referral contract ("Contract") is entered into by and between Six Wallz Inc ("Company") and the referring real estate agent ("Agent"), collectively referred to as the "parties." 

1. LEAD REFERRAL, AND COMMISSION STRUCTURE 

1.1 Commission for Lead Referrals: If the Agent refers a lead to the Company and the Company assists the Agent in closing the transaction, the Company shall be entitled to 15% of the Agent's commission. This percentage will increase annually by 10% for each year the buyer remains in the Company's system without buying a home, up to a maximum of 35%. 

1.2 Commission for Out-of-Area Leads: If the Agent refers a lead who subsequently chooses to work with a different nextburb agent, the commission will be split 35/65 between the Agent and the Company. 

1.3 Lead Opt-Out: If a lead unsubscribes from the Company’s communications, the Company will cease contact immediately. 

1.4 Leads provided by the Company: The Company may provide leads to the Agent. For any transactions closed with these leads, the Agent agrees to pay the Company a 40% referral fee based on the total commission earned. The parties might sign a separate agreement that might supersede this agreement. 

2. Lead Consent, Authorization and Compliance with Laws 

2.1 The Agent represents and warrants that, prior to sharing any lead information with the Company, the Agent has obtained all necessary consents and authorizations from each lead to: 

2.1.1. Be contacted by the Agent and/or the Company via email, phone calls, text messages, or any other communication channels permissible by law. 

2.1.2. Receive marketing communications, including but not limited to, property recommendations, offers, and related services that align with the lead’s preferences. 

2.1.3. Permit the Agent to share their contact information and preferences with third parties, such as the Company, for the purposes of lead nurturing and service delivery. 

2.2 Recordkeeping and Evidence of Consent: The Agent agrees to maintain records of all consents obtained from leads, including the date, time, and method of consent, and provide such records to the Company upon request. 

2.3. Compliance with Laws and Regulations: The Agent agrees to comply with all applicable laws, regulations, and guidelines related to the collection, storage, and sharing of lead data, including but not limited to: 

2.3.1. The Telephone Consumer Protection Act (TCPA), where applicable, ensuring prior express consent

is obtained for phone or text communications. 

2.3.2. The CAN-SPAM Act and other anti-spam regulations, ensuring proper opt-ins are secured for email communications. 

2.3.3. Data privacy laws such as the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA), ensuring leads are informed of how their data will be used and have provided informed consent. 

2.4 Prohibited Activities: The Agent agrees not to share any lead information with the Company if: 2.4.1. The lead has explicitly opted out of communications. 

2.4.2. The lead’s contact information was obtained through unauthorized or non-compliant means. 

4. PAYMENT TERMS 

4.1 No Upfront Costs: The Agent will not be charged any upfront fees. The Company will retain its referral fee as specified in this Contract. 

4.2 Out-of-Area or Alternative Agent Referrals: If a buyer finds a home outside the Agent’s area or chooses to work with another agent, the Company will pay 50% of its earnings from that real estate transaction to the referring Agent within 30 business days of receiving the money. 

4.3 SIXWALLZ MAY MODIFY THE PRODUCTS/SERVICES OFFERED, COMMISSION STRUCTURE OR DISCOUNTS FOR ANY SERVICES UNDER THIS AGREEMENT AT ANY TIME. UPON THIRTY (30) DAYS PRIOR WRITTEN NOTICE TO AGENT (WHICH MAY BE PROVIDED VIA EMAIL). 

6. DISCLAIMER OF WARRANTIES. 

SIXWALLZ HEREBY DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES OF ANY KIND RELATING TO THE SERVICES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, ERROR FREE OPERATION, NON-INTRUSION DUE TO HACKING OR OTHER SIMILAR MEANS OF UNAUTHORIZED ACCESS. THE SERVICES (INCLUDING ANY RECOMMENDATIONS OR FORECASTS) ARE PROVIDED ON AN “AS IS” BASIS ONLY, WITHOUT ANY WARRANTIES WHATSOEVER, AND ARE SUBJECT TO CHANGE AT ANY TIME. AGENT ACKNOWLEDGES THAT IT (AND ITS CUSTOMERS) ASSUMES ALL RISK OF DAMAGE OR LOSS FROM RELYING UPON OR USING THE SERVICES. 

7. Limitation of Liability.

7.1 IN NO EVENT WILL EITHER PARTY OR ITS SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS OR CONTRACTORS (“RELATED PARTIES”) BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST REVENUES, PROFITS OR DATA OR OTHER ECONOMIC LOSS) ARISING FROM ANY CAUSE OF ACTION OR LEGAL THEORY, INCLUDING BUT NOT LIMITED TO BREACH OF WARRANTY, BREACH OF CONTRACT, TORT, STRICT LIABILITY, FAILURE OF ESSENTIAL PURPOSE OR ANY OTHER ECONOMIC LOSSES, EVEN IF THE PARTY OR A RELATED PARTY HAS BEEN ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. 

7.2 THE MAXIMUM LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT, TAKEN AS A WHOLE, FOR ANY AND ALL CLAIMS IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO CLAIMS FOR BREACH OF WARRANTY, BREACH OF CONTRACT, TORT, STRICT LIABILITY, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE, WILL IN NO CIRCUMSTANCE EXCEED THE FEES PAID OR OWED TO SIXWALLZ IN THE PAST TWELVE (12) MONTHS UNDER THIS AGREEMENT. 

7.3 THE COMPANY SHALL NOT BE LIABLE FOR ANY CLAIMS, DAMAGES, OR PENALTIES RESULTING FROM THE AGENT’S FAILURE TO COMPLY WITH THE TERMS OF THIS AGREEMENT OR APPLICABLE LAWS. 

8. Confidential Information. 

8.1 Definition and Use. As used in this agreement, “confidential information” means all information of either party, whether of a technical, business or other nature (including, without limitation, trade secrets, know-how and information relating to the technology, strategic partners, customers, business plans, promotional and marketing activities, finances and other business affairs of such party), that is disclosed by the disclosing party to the receiving party or that is otherwise learned by the receiving party in the course of its discussions or business dealings with, or its physical or electronic access to the premises of, the disclosing party, and that has been identified as being proprietary and/or confidential or that the receiving party by the nature of the circumstances surrounding the disclosure or receipt ought to know should be treated as proprietary and confidential. Confidential information of Sixwallz includes the services and confidential information of each party will include the terms, conditions and pricing of this agreement. The receiving party will use reasonable care to hold the disclosing party’s confidential information in confidence and not disclose such confidential information to anyone other than to its employees, board members, contractors, attorneys, and accountants with a need to know. 

8.2 Exceptions. The obligations of either party pursuant to this section will not extend to any information that the receiving party can demonstrate through written documentation was already known to the receiving party prior to its disclosure to the receiving party, was or becomes known or generally available to the public (other than by act of the receiving party), is disclosed or made available in writing to the receiving party without an obligation of confidentiality by a third party having a bona fide right to do so,

is independently developed by the receiving party without the use of any of the disclosing party’s confidential information, or is required to be disclosed to a regulator or by compulsory process of law, provided that the receiving party will notify the disclosing party promptly upon any request or demand for such disclosure and will cooperate with the disclosing party to preclude or minimize any such disclosure. 

8.3 Injunctive Relief. The parties acknowledge that any breach of this section 9 may cause immediate and irreparable injury to the disclosing party and that monetary damages may be inadequate to compensate the disclosing party for such breach. Having acknowledged the foregoing, the parties agree that, in the event of such breach, the disclosing party will be entitled to seek injunctive relief, without the need to post bond, in addition to all other remedies available to it at law or in equity. This section 8 in no way limits the liability or damages that may be assessed against the receiving party in the event of a breach of any of the provisions of this section. 

MISCELLANEOUS 

9.1 Notices. Any notice or other communication under this Agreement given by any Party to any other Party will be in English, in writing and will be deemed properly given when sent to the intended recipient by U.S. mail, certified letter, receipted commercial courier to the respective addresses set forth under the signature blocks below with a copy, in the case of SixWallz, sent to contracts@sixwallz.com. Either Party may from time to time change such address by giving the other Party notice of such change in accordance with this Section. 

9.2 Third Party Beneficiary. No third party beneficiaries are intended except if expressly provided in this Agreement. For the avoidance of doubt, Customers are not third party beneficiaries of this Agreement. 

9.3 Applicable Law. This Agreement and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), will be governed by, construed and enforced in accordance with the internal laws of the Commonwealth of Massachusetts (excluding its conflicts of laws principles). The United Nations Convention on Contracts for the International Sale of Goods does not apply to transactions under this Agreement. Any disputes arising from or relating to this Agreement will be resolved exclusively in the state or federal courts sitting in the Commonwealth of Massachusetts. 

9.4 Assignment. Neither Party may assign or transfer (by operation of law or otherwise), this Agreement or any rights under this Agreement without the prior written consent of the other Party (which consent will not be unreasonably withheld). A change of control results in an assignment of this Agreement. Notwithstanding the foregoing, SixWallz may assign or transfer this Agreement or any of its rights or obligations under this Agreement without the written consent of Reseller to an Affiliate or the surviving entity in a merger or consolidation or to a purchaser of all or substantially all the assets of its business that relate to this Agreement. Any assignment or delegation in contravention of this provision will be null and void. All the terms and provisions of this Agreement will be binding upon and inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns.

9.5 Non-Waiver. The failure by either Party hereto at any time to require performance by the other Party or to claim a breach of any provision of this Agreement will not be construed as affecting any subsequent right to require the performance or to claim a breach with respect thereto. 

9.6 Relationship of the Parties. SixWallz is an independent contractor. The provisions of this Agreement will not be construed to establish any form of partnership, agency or other joint venture of any kind between Reseller and SixWallz, nor to constitute either Party as the agent, employee or legal representative of the other. 

9.7 Severability; Cumulative Remedies. Any provision of this Agreement that is unenforceable will not cause any other remaining provision to be ineffective or invalid. Except as expressly set forth herein, the rights and remedies of the Parties will not be exclusive and are in addition to any other rights or remedies of the Parties existing in law or in equity. 

9.8 Force Majeure. If the performance by a Party of any of its obligations under this Agreement (other than payment obligations) will be interfered with by reason of any circumstances beyond the reasonable control of that Party, including without limitation, fire, explosion, acts of God, war, revolution, terrorism, civil commotion, unavailability of supplies, or sources of energy or telecommunications, power failure, breakdown of machinery, labor strikes, slowdowns, picketing or boycotts, or governmental/administrative restrictions on the importation or exportation of products, then that Party will be excused from such performance while such circumstances exist and such additional period as may be reasonably necessary to allow that Party to resume its performance. 

9.9 Modification of Agreement. Except as set forth herein, no addition to or modification of this Agreement will be binding on either of the Parties hereto unless reduced to writing and executed by an authorized representative of each of the Parties. 

9.10 Entire Agreement. This Agreement comprises all the terms, conditions and agreements of the Parties hereto with respect to the subject matter hereof and supersedes all previous negotiations, proposals, or agreements of any nature whatsoever between the Parties concerning the subject matter hereof. Any terms and conditions that may be contained in any acknowledgement, purchase order or other form Reseller (or any Customer) provides are specifically null and void. In the event of any conflict between the terms and conditions hereof and the terms and conditions of any SixWallz quote, the terms and conditions of the SixWallz quote will control. 

9.11 Expenses. In the event a dispute between the Parties hereunder with respect to this Agreement must be resolved by litigation or other proceedings or a Party must engage an attorney to enforce its rights hereunder, and subject to Section 7 Limitation on Liability, the prevailing Party will be entitled to receive reimbursement for all associated reasonable costs and expenses (including, without limitation, attorneys’ fees) from the other Party, including without limitation on appeal and in insolvency and any other legal proceeding. 

9.12 Counterparts. This Agreement may be executed in multiple facsimile or original counterparts, each of which will be deemed an original and all of which taken together will constitute one and the same

instrument. 

In witness whereof, the parties have executed this Contract as of the date below:

Agent Name - 

Nextburb Representative -