Master Service Agreement

THIS MASTER PLATFORM SERVICES AGREEMENT (“AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU (“CUSTOMER”) AND RAYSE, INC. (“RAYSE”). BY EXECUTING A RAYSE STATEMENT OF WORK THAT INCLUDES THIS AGREEMENT BY REFERENCE, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS REVIEWED AND ACCEPTS THESE TERMS. IF YOU ARE AGREEING TO THIS AGREEMENT AS AN INDIVIDUAL, “CUSTOMER” REFERS TO YOU INDIVIDUALLY. IF YOU ARE AGREEING TO THIS AGREEMENT AS A REPRESENTATIVE OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND “CUSTOMER” REFERS TO THAT ENTITY

1 SCOPE OF SERVICES.

1.1 Scope. Rayse shall provide those hosted software services (collectively “Services”) as set forth in Rayse ordering documents that are executed by the parties from time to time (each, an “Statement of Work”). Absent the execution of an applicable Statement of Work, this Agreement does not, in and of itself, represent a commitment by Rayse to perform or provide any Services for Customer. The parties may from time to time enter into additional Statement of Works or Statements of Work (each a “SOW) that reference this Agreement, each of which shall become effective upon execution by authorized representatives of both parties.

1.2 Manner of Performance and Use of the Services. Rayse shall provide and Customer shall use the Services in accordance with the terms of the Rayse Platform Terms of Use, available at https://www.rayse.com/terms-of-use-agent and incorporated herein by reference

2 CUSTOMER RESPONSIBILITIES.

2.1 Customer Responsibilities. Customer shall perform all Customer responsibilities set forth in applicable Statement of Works or SOWs and shall make available in a timely manner at no charge to Rayse all imaging, data, documentation and/or other information and resources of Customer required by Rayse for the provision of the Services (“Customer-Furnished Items”) as specified in the applicable Statement of Work or SOW or requested by Rayse. Customer shall be responsible for, and assumes the risk of, any problems resulting from, the content, accuracy, completeness and consistency of all such Customer-Furnished Items. Customer hereby grants to Rayse a non-exclusive, worldwide, royalty-free, fully paid-up license to use, publicly perform, publicly display, modify, prepare derivative works of, reproduce, make, have made, import and otherwise exploit each item of the Customer-Furnished Items as reasonably required for the provision of the Services. Customer warrants that it has the right to provide the foregoing license right to Rayse with respect to any Customer-Furnished Item provided to Rayse under this Agreement, any Statement of Work or any SOW and that neither the Customer-Furnished Items themselves nor their use by Rayse for purposes of this Agreement will infringe or misappropriate any patent right, copyright, trademark right, trade secret right, moral right, design right, database right, business process or method or other intellectual property or proprietary right of any third party. Customer agrees to defend, indemnify, and hold harmless Rayse from and against all claims, proceedings, liabilities, costs or damages arising from any breach of the foregoing warranty, or Rayse’s use of any Customer-Furnished Item, provided that Rayse’s use is in accordance with this Agreement. Customer acknowledges that Rayse’s performance is dependent on Customer’s timely, accurate, and effective performance of all Customer responsibilities. Customer further acknowledges and agrees that its failure to satisfy such Customer responsibilities may prevent or delay Rayse’s provision of the Services and/or require modifications to applicable Statement of Work(s) and/or SOWs, including but not limited to adjustments to the schedule, Services launch date and/or fees

3 ADDITIONAL SERVICES.

Rayse shall use commercially reasonable efforts to perform implementation, customization or other professional services that Rayse may perform as described in an applicable statement of work (“SOW”) to this Agreement (collectively, “Additional Services”). Each such SOW will include, at a minimum: (a) a description of the Additional Services, (b) any work product or

other deliverables to be provided to Customer (each a “Deliverable”), (c) the schedule for the provision of Additional Services, and (d) the applicable fees and payment terms for such Additional Services. SOWs that include Additional Services may also contain additional terms and conditions that apply to the provision of such Additional Services. Such additional terms are incorporated herein by reference. Rayse and Customer shall cooperate to enable Rayse to perform the Additional Services according to the dates of performance and delivery terms set forth in each applicable SOW. In addition, Customer shall perform any Customer obligations specified in each SOW. In the event the Additional Services are not performed in accordance with the terms of the applicable SOW, Customer shall notify Rayse in writing no later than thirty (30) calendar days after performance of the affected Additional Services, Customer’s notice shall specify the basis for non-compliance with the SOW and if Rayse agrees with the basis for non-compliance, then at Rayse’s sole option, Rayse shall re-perform the Additional Services at no additional charge to Customer or refund to Customer the applicable fees for the affected Deliverable or Additional Service. THE FOREGOING CONSTITUTES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND RAYSE’S SOLE AND EXCLUSIVE LIABILITY WITH RESPECT TO PERFORMANCE OR NON-PERFORMANCE OF THE ADDITIONAL SERVICES.

From time to time, Customer may have changes to their environment that require adjustments to the Rayse platform after the system is in use. Such changes may include, but are not limited to, custom integrations, branding changes, fully customized journeys, etc. These changes will be assessed and may result in a new SOW.

4 FEES.

4.1 Fees. Unless otherwise agreed by the parties in an applicable Statement of Work, payment for Additional Services is due as specified in the applicable SOW and payment for other Services is due each time the sale of an applicable home closes. Customer shall pay to Rayse, without offset or deduction, those fees specified in applicable Statement of Works and SOWs. Customer will additionally reimburse Rayse for any expenses for which reimbursement is expressly contemplated in an applicable SOW. Rayse will invoice Customer for applicable fees and, unless otherwise provided in the Statement of Work or SOW, all undisputed fees shall be due and payable within fifteen (15) calendar days after the date of the invoice issued with respect thereto. All payment obligations are non-cancelable and fees paid are non-refundable. All fees are denominated in United States dollars, and Customer must pay all amounts in United States dollars. Rayse shall have the right to suspend Services if Customer has failed to pay any properly documented and undisputed invoice within forty-five (45) days of the date of the invoice.

4.2 Disputed Charges. Customer must notify Rayse in writing of any dispute or disagreement with invoiced charges within ten days after the date of invoice. Absent such notice, Customer shall be deemed to have agreed to the charges as invoiced after the expiration of the forty five (45) day time period.

4.3 MLS Fees. If permitted under applicable law and the rules of the Multiple Listing Service (“MLS”) in which Customer is a member, Customer shall provide Rayse access to the MLS to provide listing data feed to support the Rayse product functionality. Customer is responsible to pay any fees the MLS charges for providing the listings data feed. If Rayse is assessed any such fees, Rayse will add such fee to Customer’s invoices.

4.4 Late Charges. Rayse reserves the right to charge, and Customer agrees to pay, a late charge equal to one and one-half percent (1.5%) per month on any amount that is not the subject of a good faith dispute that is unpaid on the due date, and on any other outstanding balance.

4.5 Taxes. All amounts payable under this Agreement shall exclude all applicable sales, use and other taxes and all applicable export and import fees, customs duties and similar charges. Customer will be responsible for payment of all such taxes (other than taxes based on Rayse’s income), fees, duties and charges, and any related penalties and interest, arising from the payment of any fees hereunder, the grant of license rights hereunder, or the delivery of services. Customer will make all payments required hereunder to Rayse free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on any payments hereunder to Rayse will be Customer’s sole responsibility, and Customer will, upon Rayse’s request, provide Rayse with official receipts issued by the appropriate taxing authority, or such other evidence as Rayse may reasonably request, to establish that such taxes have been paid.

4.6 Fee Increases. At the completion of the outlined terms in the Statement of Work, all Fees are subject to a cumulative annual increase beginning on the first anniversary of the SOW Effective Date. Such increases shall not exceed the greater of (i) 5% or (ii) the percent increase in the U.S. Department of Labor, Bureau of Labor Statistics, Consumer Price Index, U.S. City Average, Non-Seasonally Adjusted, for all Urban Consumers, All Items (’82-’84 = 100) (the “CPI-U Index”) between the annual averages of the most recently published twelve (12) month period and the immediately preceding twelve (12) month period

5 CONFIDENTIALITY.

5.1 Confidential Information. Each party (the “Receiving Party”) hereby understands and acknowledges that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party). Confidential Information of Rayse shall include any and all non-public information regarding features, functionality and performance of the Rayse Platform. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential information, and (ii) not to use (except in provision of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the termination of this Agreement or any information that the Receiving Party can document (a) is or becomes generally available to the public; (b) was in its possession or known by it, prior to receipt from the Disclosing Party; (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of any Confidential Information of the Disclosing Party. Nothing in this Agreement shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall (x) assert the confidential nature of the Confidential Information to the agency; (y) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (z) cooperate fully with the Disclosing Party in protecting against any such disclosure and in obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.

5.2 Injunctive Relief. The parties agree that any unauthorized disclosure of Confidential Information may cause immediate and irreparable injury to the Disclosing Party and that, in the event of such breach, the Receiving Party will be entitled, in addition to any other available remedies, to seek immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages.

5.3 Similar Services. For the avoidance of doubt, Customer acknowledges that Rayse may separately provide the same or similar services for other Rayse customers and doing so will not be a breach of this Section 5.

6 DISCLAIMER OF WARRANTIES; LIMITATIONS OF LIABILITY.

6.1 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6.1, THE SERVICES, ADDITIONAL SERVICES, AND ANY OTHER MATERIALS, SOFTWARE, DATA AND/OR SERVICES PROVIDED BY RAYSE ARE PROVIDED “AS IS” AND “WITH ALL FAULTS,” AND RAYSE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF OPERABILITY, CONDITION, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, OR QUALITY, AS WELL AS ANY WARRANTIES OF MERCHANTABILITY, SYSTEM INTEGRATION, WORKMANSHIP, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. NO WARRANTY IS MADE BY RAYSE ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF TRADE. RAYSE DOES NOT WARRANT THAT THE SERVICES, ADDITIONAL SERVICES OR ANY OTHER INFORMATION, MATERIALS, TECHNOLOGY OR SERVICES PROVIDED UNDER THIS AGREEMENT WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. CUSTOMER ACKNOWLEDGES THAT RAYSE’S OBLIGATIONS UNDER THIS AGREEMENT ARE FOR THE BENEFIT OF CUSTOMER ONLY. NO EMPLOYEE, CONSULTANT, SUBCONTRACTOR, AGENT OR OTHER REPRESENTATIVE OF RAYSE HAS AUTHORITY TO BIND RAYSE TO ANY ADDITIONAL REPRESENTATIONS OR WARRANTIES CONCERNING THE SERVICES OR ADDITIONAL SERVICES PROVIDED HEREUNDER

6.2 Limitations. IN NO EVENT SHALL RAYSE BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, OR FOR LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF RAYSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE CUMULATIVE LIABILITY OF RAYSE TO CUSTOMER FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES THEN-PAID TO RAYSE BY CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

6.3 Essential Basis. The disclaimers, exclusions and limitations of liability set forth in this Agreement form an essential basis of the bargain between the parties, and, absent any of such disclaimers, exclusions or limitations of liability, the provisions of this Agreement, including, without limitation, the economic terms, would be substantially different.

7 INDEMNIFICATION.

7.1 Rayse Indemnity.

7.1.1 General. During the term of this Agreement, Rayse, at its expense, shall defend Customer and its officers, directors and employees (the “Customer Indemnified Parties”) from and against all actions, proceedings, claims and demands by a third party (a “Third-Party Claim”) alleging that the Services infringe any copyright or misappropriate any trade secret of such third party and shall pay all damages, costs and expenses, including attorneys’ fees and costs (whether by settlement or award of by a final judicial judgment) paid to the third party bringing such Third-Party Claim. Rayse’s obligations under this Section are conditioned upon (i) Rayse being promptly notified in writing of any Third-Party Claim, (ii) Rayse having the sole and exclusive right to control the defense and settlement of the Third-Party Claim, and (iii) Customer providing all reasonable assistance (at Rayse’s expense and reasonable request) in the defense of such Third-Party Claim. In no event shall Rayse settle any such Third-Party Claim without Customer’s prior written approval. Rayse may, at its own expense, engage separate counsel to advise Rayse regarding a Third-Party Claim and to participate in the defense of the Third-Party Claim, subject to Customer’s right to control the defense and settlement.

7.1.2 Mitigation. If any claim which Rayse is obligated to defend has occurred, or in Rayse’s determination is likely to occur, Rayse may, in its sole discretion and at its option and expense (a) obtain for Customer the right to use the applicable Services, (b) substitute a functionality equivalent, non-infringing replacement for the Services, (c) modify the applicable Service to make it non-infringing and functionally equivalent, or (d) terminate this Agreement and refund to Customer any prepaid amounts attributable the period of time between the date Customer was unable to use the Services due to such claim.

7.1.3 Exclusions. Notwithstanding anything to the contrary in this Agreement, the foregoing obligations shall not apply with respect to a claim of infringement if such claim arises out of (i) any infringing User Submission (as defined in the Rayse Platform Terms of User; (ii) use of the Services in combination with any software, hardware, network or system not supplied by Rayse where the alleged infringement relates to such combination, (iii) any modification or alteration of the Services other than by Rayse, (iv) Customer’s (or any user using the Services under Customers account) continued use of the Services after Rayse notifies Customer to discontinue use because of an infringement claim, or (v) Customer’s (or any user using the Services under Customers account) violation of applicable law.

7.1.4 Sole Remedy. THE FOREGOING STATES THE ENTIRE LIABILITY OF RAYSE WITH RESPECT TO THE INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS BY THE SERVICES OR OTHERWISE, AND CUSTOMER HEREBY EXPRESSLY WAIVES ANY OTHER LIABILITIES OR OBLIGATIONS OF RAYSE WITH RESPECT THERETO.

7.2 Customer Indemnity. Customer shall defend Rayse and its affiliates, licensors and their respective officers, directors and employees (“Rayse Indemnified Parties”) from and against any and all Third-Party Claims which arise out of or relate to: (a) a claim or threat that any User Submission (and the exercise by Rayse of the rights granted herein with respect thereto) infringes, misappropriates or violates any third party’s intellectual property rights or privacy rights; or (b) use or alleged use of the Services in violation of applicable law or other than as permitted under this Agreement. Customer shall pay all damages, costs and expenses, including attorneys’ fees and costs (whether by settlement or award of by a final judicial judgment) paid to the party bringing any such Third-Party Claim. Customer’s obligations under this Section are conditioned upon (x) Customer being promptly notified in writing of any Third-Party Claim under this Section, (y) Customer having the sole and exclusive right to control the defense and settlement of the Third-Party Claim, and (z) Rayse providing all reasonable assistance (at Customer’s expense and reasonable request) in the defense of such Third-Party Claim. In no event shall Customer settle any such Third-Party Claim without Rayse’s prior written approval. Customer may, at its own expense, engage separate counsel to advise Customer regarding a Third-Party Claim and to participate in the defense of the claim, subject to Customer’s right to control the defense and settlement.

8 PROPRIETY RIGHTS.

8.1 Services. As between Rayse and Customer, all right, title and interest in the Services and any other Rayse materials furnished or made available hereunder, and all modifications and enhancements thereof, and all suggestions, ideas and feedback proposed by Customer regarding the Services, including all copyright rights, patent rights and other intellectual property rights in each of the foregoing, belong to and are retained solely by

Rayse or Rayse’s licensors and providers, as applicable. Customer hereby does and will irrevocably assign to Rayse all evaluations, ideas, feedback and suggestions made by Customer to Rayse regarding the Services (collectively, “Feedback”) and all intellectual property rights in the Feedback

8.2 Rayse Developments. All inventions, works of authorship and developments conceived, created, written, or generated by or on behalf of Rayse, whether solely or jointly, including without limitation, in connection with Rayse’s performance of the Additional Services hereunder, including (unless otherwise expressly set forth in an applicable SOW) all Deliverables (collectively “Rayse Developments”) and all intellectual property rights therein and thereto, shall be the sole and exclusive property of Rayse. Customer agrees that, except for Customer Confidential Information, to the extent that the ownership of any contribution by Customer or its employees to the creation of the Rayse Developments is not, by operation of law or otherwise, vested in Rayse, Customer hereby assigns and agrees to assign to Rayse all right, title and interest in and to such Rayse Developments, including without limitation all the intellectual property rights therein and thereto, without the necessity of any further consideration.

9 TERM; TERMINATION.

9.1 Term. This Agreement shall commence on the date the first applicable Statement of Work is entered into between Customer and Rayse and shall automatically renew for successive twenty-four (24) month periods (each, a “Renewal Term”) unless either party notifies the other of its intention not to renew at least one hundred twenty (120) days prior to the end of the then-current term. Renewals may be subject to section 4.6. Termination can also occur in accordance with Section 9.2 or Section 10.

9.2 Termination for Breach. Except as otherwise provided herein, if either party commits a material breach of any of its obligations under this Agreement, then the other party may give such party written notice of the material breach and of the notifying party’s intention to terminate this Agreement if the material breach is not cured within thirty (30) days (or such later date as may be specified in such notice). Without limiting the foregoing, any failure by Customer to timely pay to Rayse any amounts owing under this Agreement will constitute a material breach of this Agreement, for which Rayse may terminate this Agreement immediately upon notice. A party may terminate this Agreement upon written notice to the other party in the event the other party (a) files a petition for bankruptcy or has a petition for bankruptcy filed against it that is not dismissed within sixty (60) days after filing or admits its inability to pay its debts as they mature, makes an assignment for the benefit of its creditors or ceases to function as a going concern or to conduct its operations in the normal course of business and such termination shall occur immediately upon notice

9.3 Effect of Termination. Upon expiration or termination of this Agreement, (a) Rayse shall cease provision of the Services to Customer, which means that Customer and its employees, agents and customers (including all of Customer’s real estate agents and their clients) shall immediately lose all access to and use of the Services; and (b) all fees and other amounts owed to Rayse shall be immediately due and payable by Customer. Rayse may communicate such termination to such employees, agents and customers without restriction. Rayse shall have no obligation to maintain or provide any data to Customer and may thereafter, unless legally prohibited, delete or retain all Customer data in its systems or otherwise in its possession or under its control in accordance with Rayse’s applicable privacy policy.

9.4 Survival. The provisions of Sections 4, 5, 6, 7, 8, 9.3, 9.4, and 10 will survive the termination of this Agreement

10 MISCELLANEOUS.

10.1 Applicable Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH, AND SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF CALIFORNIA WITHOUT GIVING EFFECT TO ITS RULES REGARDING CONFLICTS OF LAWS. CUSTOMER AGREES THAT ANY AND ALL CAUSES OF ACTION BETWEEN THE PARTIES ARISING FROM OR IN RELATION TO THIS AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN THE STATE AND FEDERAL COURTS LOCATED WITHIN ALAMEDA COUNTY CALIFORNIA.

10.2 Force Majeure. Rayse shall be excused from performance of its obligations under this Agreement if such a failure to perform results from compliance with any requirement of applicable law, acts of God, fire, strike, embargo, terrorist attack, war, insurrection or riot or other causes beyond the reasonable control of Rayse. Any delay resulting from any of such causes shall extend performance accordingly or excuse performance, in whole or in part, as may be reasonable under the circumstances.

10.3 Notices. All notices required by or relating to this Agreement shall be in writing and shall be sent by means of certified mail, postage prepaid, to the parties to the Agreement and addressed, if to Customer, as set forth on the applicable Statement of Work or if to Rayse, to 6162 Bay Hill CT, Dublin, California 94568-7464 or addressed to such other address as that party may have given by written notice in accordance with this provision. All notices required by or relating to this Agreement may also be communicated by email, effective (A) when the sender receives an automated message from the recipient confirming delivery or (B) one hour after the time sent (as recorded on the device from which the sender sent the email) unless the sender receives an automated message that the email has not been delivered, whichever happens first, but if the delivery or receipt is on a day which is not a business day or is after 5:00 pm (addressee’s time) it is deemed to be received at 9:00 am on the following business day..

10.4 Assignment; Delegation. Neither party shall assign its rights or delegate its obligations under this Agreement without the other party’s prior written consent, which consent shall not be unreasonably withheld or delayed, and, absent such consent, any purported assignment or delegation by either party shall be null, void and of no effect. Notwithstanding the foregoing either Party may assign any of its rights or delegate any of its duties hereunder pursuant to a merger or a sale of all or substantially all of its assets or capital stock. This Agreement shall be binding upon and inure to the benefit of Rayse and Customer and their successors and permitted assigns.

10.5 Independent Contractors. Customer and Rayse acknowledge and agree that the relationship arising from this Agreement does not constitute or create any joint venture, partnership, employment relationship or franchise between them, and the parties are acting as independent contractors in making and performing this Agreement.

10.6 Amendment. Rayse may make changes to the terms of this Agreement at any time upon notice to Customer. If Customer does not agree to such changes, then Customer may, within 30 days of its receipt of such notice of changes, terminate this Agreement. Except as otherwise provided herein, no amendment to this Agreement shall be valid unless such amendment is made in writing and is signed by the authorized representatives of the parties

10.7 Waiver. No waiver under this Agreement shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of such waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described therein and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Any delay or forbearance by either party in exercising any right hereunder shall not be deemed a waiver of that right between them, and the parties are acting as independent contractors in making and performing this Agreement.

10.8 Severability. If any provision of this Agreement is invalid or unenforceable for any reason in any jurisdiction, such provision shall be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. The invalidity or unenforceability of one or more of the provisions contained in this Agreement shall not have the effect of rendering any such provision invalid or unenforceable in any other case, circumstance or jurisdiction, or of rendering any other provisions of this Agreement invalid or unenforceable whatsoever.

10.9 No Third Party Beneficiaries. The Parties acknowledge that the covenants set forth in this Agreement are intended solely for the benefit of the Parties, their successors and permitted assigns. Nothing herein, whether express or implied, shall confer upon any person or entity, other than the Parties, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of this Agreement.

10.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one Agreement

10.11 Headings. The headings in this Agreement are inserted merely for the purpose of convenience and shall not affect the meaning or interpretation of this Agreement.

10.12 Entire Agreement. This Agreement (including the Rayse Platform Terms of Use, if applicable) and any relevant Statement of Works and SOWs referencing this Agreement, set forth the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and, except as specifically provided herein, supersedes and merges all prior oral and written agreements, discussions and understandings between the parties with respect to the subject matter hereof, and neither of the parties shall be bound by any conditions, inducements or representations other than as expressly provided for herein.

10.13 Order of Precedence. If a conflict is deemed to arise between the provisions of this Agreement and the provisions of any Statement of Work or SOW, the provisions of this Agreement shall govern.

This Statement of Work is effective as of the date last signed below by and between Rayse, Inc., (“Rayse”), and the customer named below (“Customer”). Customer’s use of the Rayse Platform provided for herein shall be governed by and subject to the Rayse Master Platform Services Agreement and the Terms of Use available at https://www.rayse.com/terms-of-use-agent. Capitalized terms not defined in this Statement of Work will have their respective meanings as set forth in Agreements.

Statement of Work 1

Services Unit Price

$75 per closed Journey (transaction) completed in the Rayse platform

MLS Fees

$50 per MLS per month for the first 3 MLSs, $25 per MLS per month for MLS #4 onward

Total Number of MLSs at time of signing: [Deal.Mls13]. MLSs can be added or removed at any time by Rayse support.

Billing Period

Monthly

Payment Terms

Payment is due fifteen (15) calendar days from date of invoice Payments arranged via credit card are subject to additional 3% service fee

Setup scope

Onboarding including training, journey configuration based on feedback from brokerage, agent configuration, follow up sessions.

Deliverables

  • Customer-branded instance of the Rayse platform
  • User access for all provided agents as supplied by Customer
  • MLS IDX set-up via WebAPI

Default Rayse Journeys as customized by Custom

Additional Services

$200 per hour. Professional Services are defined as customized work that can include but are not limited to vendor integrations, customized Journey set up, re-implementation due to rebrand, technology vendor change, etc., or any other customized work that is not part of the current Rayse product offering. Both parties will sign off on the scope of work and cost of the project prior to the work beginning or being invoiced. Services will be paid 50% upfront and the remaining 50% upon completion.

Training & Support

Training: Rayse will provide all available training materials for Customer and work with staff to modify as needed as Customer desires. Train-the-trainer and webinar-based training support will be provided. Rayse can also provide on-site training for Customer staff: leadership, managers, trainers, marketing & tech staff, etc. at a rate of $1500/day. Travel expenses (airfare, lodging, food) paid by Customer. Continuing agent and staff communication will occur to communicate changes, usage cases, and drive continued engagement to benefit the customer.

Customer agrees to provide Rayse access to agent roster to communicate pre-approved training, product updates, and other product related information.

Support is supplied to agents and staff through resources including:

  1. On-demand resource center
  2. Dedicated Account Manager for Customer
  3. Chat, email, and video conference support for Agents

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