Professional Real Estate Analysis & Consulting Services 480 Apollo Street, Suite A Brea, CA 92821-3121
Telephone 714.990.4411 Fax 714.990.2255
To: HomeSmart Franchisees Thanks for your interest in our Data Doorway software program, available to HomeSmart franchises as an alternative to our normal quarterly consulting and analysis services. Please note that Real Data Strategies, Inc., is an analysis and consulting firm, and NOT in the business of the licensing of software products. Therefore, we must reserve the right to deliver analysis results in alternative digital form(s), including via Excel spreadsheet or PDF file format, if your MLS takes the official legal position that Data Doorway is a product, and not a consulting service. That is the reason our agreement is a Consulting Services Agreement, allowing us to access your MLS on your behalf, and to consult with you on and about analysis results derived from your MLS. Please read the agreement carefully, then complete and sign it. Pay special attention to the MLS information we require on Page Three. Incomplete submissions will delay your subscription and getting you the strategic information you need to grow your business successfully. After you have completed all required information, you may scan the full and complete document to a PDF file, and email it as an attachment to: rdsinfo@realdatastrategies.com . You may also fax the document in its entirety to:
FAX – 714 – 990 – 2255 Thanks again for your interest in our Data Doorway software program. We look forward to helping you to successfully recruit, retain and grow your company!
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Consulting Services Subscription Agreement Market Data Source(s):
Multiple Listing Service(s) in attached “Exhibit ‘A-1.’”
Geography:
All within jurisdiction of contracted MLS systems.
Time Frame: Rolling four quarters, to be updated and supplied on a quarterly basis. Transaction Status:
Reported as Sold (Closed) within specified report time frame.
Both parties acknowledge that compiling analysis results in executable form in this consulting services relationship may subject the parties to unwarranted scrutiny on the part(s) of MLS system(s). As a result, Real Data Strategies, Inc., may, at its sole discretion, not deliver analysis results in said form, and, in such event, will instead deliver analysis services via periodic live consultation using internet conferencing services. Both parties acknowledge that no consideration is to be paid specific to the executable compilation and delivery, and that in the event Real Data Strategies, Inc., chooses to not make available the executable compilation and delivery, no reduction in contracted fees shall result. All fees charged are for labor related to analysis of MLS data and presentation of findings. There is no license fee for use of the analysis results in any executable form. Optional Substitution of Consulting and Computer Technician Hours In the event executable compilation and delivery is not a service option due to MLS licensing requirements, subscriber shall instead receive up to one (1) analyst or computer technician hour per calendar quarter for publication of key analysis findings via Microsoft Excel spreadsheet. Authorization to Share Analysis Results with Franchisor This agreement shall also be applicable to HomeSmart Franchisees who have already signed a Franchise Agreement with HomeSmart International, but have not impacted in the system. Your subscription to this consulting and analysis service offering is voluntary. Real Data Strategies Inc., Brea, CA, is not an agent of HomeSmart International and compiles MLS data under your specific voluntary direction, in order to objectively analyze industry production and marketplace activity within your local MLS, and to provide you with statistical findings and analysis services derived from the data compilation you authorize. For the purpose of providing you franchisor field consulting services in the areas of recruiting, retention, market share understanding, mergers & acquisitions, franchise territory considerations or other data-based findings, you herein authorize Real Data Strategies, Inc., Brea, CA, to share these statistical findings with HomeSmart International. You alone are responsible for ensuring that your subscription to this service, and the sharing of results with HomeSmart International, complies with the rules and regulations of your MLS. If your MLS requires the use of a security token or key fob, the token or key fob must also be made available for the collection of required MLS data. In such an event, you agree to allow a time frame required for the MLS data collection effort, and to provide required security codes, or to temporarily ship the security device, if requested by Real Data Strategies Inc. No analysis can be performed unless required MLS access is made available.
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Exhibit A – 1 Subscriber and Fee Information Firm Name: ______________________________________________________________ Firm Billing Address: ______________________________________________________ Firm City, ST and ZIP Code: _________________________________________________ Primary Contact Name: _____________________________________________________ Primary Contact Phone: ____________________________________________________ Primary Contact E-Mail: _____________________________________________________ Number of Offices: __________ Number of MLS Systems: ___________ (See Below) Quarterly Analysis Fee Schedule 1 to 3 offices in same MLS and under 100% sole ownership - $49 per firm 4 to 7 offices in same MLS and under 100% sole ownership - $99 per firm 8 to 14 offices in same MLS and under 100% sole ownership - $149 per firm 15 to 29 offices in same MLS and under 100% sole ownership - $199 per firm 30 to 39 offices in same MLS and under 100% sole ownership - $299 per firm 40 or More offices in same MLS and under 100% sole ownership - $399 per firm To calculate your quarterly analysis fees: Multiply the Correct Fee Shown Above by each MLS requested for the entire firm. Your annual fee, due with this subscriber agreement, is this calculated amount multiplied by four (4). The calculated amount is: $ ________ annually.
MLS System(s) Included In This Agreement: MLS Name
MLS Web Address
MLS User Name
MLS Password
See Notes (Y or N)
Additional notes regarding MLS access (challenge questions or other needed information about your MLS) : ________________________________________________________________________ ___________________________________________________________________________________________ ___________________________________________________________________________________________ ___________________________________________________________________________________________ ___________________________________________________________________________________________ Page 3 of 7
CONSULTING AGREEMENT To __________________________________________________ (hereinafter referred to as “CLIENT”, “YOU”, “YOUR” and “YOURS”), from REAL DATA STRATEGIES, INC., a California corporation, (hereinafter referred to as “CONSULTANT”, “WE”, “US” and “OUR”): We agree to serve as your real estate market analysts and consultants in accordance with, and subject to, the following terms and conditions: 1.0)
CONSULTANT SERVICES
We will perform the services outlined within the attached Consulting Services Proposal, which is incorporated herein. 2.0)
GENERAL PROVISIONS
2.1) CONSULTANT RELATIONSHIP AND LICENSE TO PRODUCTS AND/OR MATERIALS We are authorized to act as your consultant in providing the services and products outlined above on your behalf. It is understood that this agreement grants you a license for the use of related products and/or materials for the term of this agreement only. However, copyrights for our products and/or materials (exclusive of the data elements and values derived from sources also available to you) shall vest with us and remain our property. Ownership of the products and/or materials, and their embodiment, whether in the form of reports, tables, plans, outlines, workbooks, magnetic or other media, shall remain ours and they are not to be duplicated or redistributed for use outside your primary place of business, with the following exception: re-ports, graphs, charts, reference letters, and products produced for your promotional purposes may be redistributed by you for use by your affiliated offices and their affiliated real estate agents. You agree not to redistribute any products or information produced by us without our express knowledge and consent. 2.2) MUTUAL COOPERATION We agree to devote our best efforts to your interest, and you agree to aid us in doing so by making available to us within a reasonable time needed information pertaining to your business and to cooperate with us in expediting our work. 2.3) CARE OF YOUR PROPERTY We will take every reasonable precaution to safeguard any and all of your property entrusted to our custody or control, but in the absence of gross negligence on our part, or the willful disregard of your property rights, we are not to be held responsible for any loss, damage, destruction or unauthorized use by others of any such property.
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2.4) CANCELLATION OF PLANS This agreement shall be cancelable by you or us without cause after the initial contract period as long as notice of such cancellation is communicated in writing at least ninety (90) days prior to the intended cancellation date. In the event of the cancellation of this agreement, you agree to return to us all licensed materials, whether in the form of reports, tables, plans, outlines, workbooks, magnetic or other media, on or before the cancellation date. In such event, we may continue to bill for, and force collection of, any consulting or license fees due us up to the effective date of cancellation. 2.5) TIMELINESS OF CONSULTANT SERVICES We will guarantee reasonable timely delivery of our services and products. However, in such unanticipated events as telecommunications systems or software failures, or on-line system redesign, which prevent us from obtaining the data necessary to perform our services, you agree to allow us the time necessary to perform our services and deliver our products, as long as performance and delivery are within professionally reasonable and practicable time frames. 2.6) RESPONSIBILITY OF CLIENT You shall be responsible for the accuracy, completeness and propriety of information concerning your products and services which you furnish to us in connection with the performance of this agreement. 2.7) INDEMNIFICATION We will guarantee the accuracy, completeness and propriety of all data we supply you, within the range of normal statistical variations in findings and results. However, said findings and results are merely a reflection of the data stored in and retrieved by us from computerized on-line Multiple Listing Services, and our guarantee of accuracy is thereby limited to a guarantee of an accurate retransmission of online Multiple Listing Service data, which does not reflect all real estate transaction activity in the marketplace. You agree to indemnify us against any loss sustained as a result of any claim, suit or proceeding made or brought against us or you based upon assertions made by us or you in any materials we may prepare for you and which you use. In the event you use materials based on our findings without our prior approval, you shall indemnify us against such suit, claim or proceeding which results from said use. 2.8) NON-DISCLOSURE AND CONFIDENTIALITY We agree to protect your strategic interests by maintaining the confidentiality of your plans or works in progress which are shared with us, or developed mutually by you and us. 3.0)
CHARGES FOR SERVICE
You agree to pay us a non-refundable consulting fee equal to that calculated in Exhibit A-1 during the term of our agreement as follows: One hundred percent (100%) of the annual fee in advance, either via a check submitted with your subscription agreement, or via payment by credit card. A credit card payment authorization form must be submitted in advance of your request that we charge your credit card for services, and can be requested by phone or email.
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4.0)
TIMELINESS OF MATERIALS AND PAYMENT
You agree to provide us required MLS access, all information and materials we require to perform under this agreement, and to make payments to us, in a timely manner. We agree to deliver our services and products in a timely manner, provided we have a reasonable period in which to do so, after required in-put or materials have been received by us. We also agree to make available to you all contracted data-bases at the same time we make them available to others who are contracted to receive them. We shall not be liable for delays in delivery of analysis services as a result of your lack of provision to us of required MLS access, or for downloading or processing delays caused by us and resulting from MLS system operational issues (such as systems being offline or a change in MLS vendors). The following MLS system operational issues shall be deemed no fault of ours as they relate to reasonable delivery time frames: • • •
MLS System vendor changes. MLS System documented as “offline” for any period of time greater than 36 hours within the data download time frame. Substantive change in raw listing record data integrity and / or relationships to agent and / or office rosters.
In the event such occurrences will delay or prohibit our delivery of work product, we shall notify you via email immediately of the occurrences so that you may adjust your plans or communicate schedule changes as necessary. 5.0)
TERM OF AGREEMENT
This agreement becomes effective ___________________, 20___, and shall terminate one year later. It cannot be canceled by you prior to the one year expiration data, unless we fail to deliver our products and/or services to you as contracted herein. This agreement includes our provision of analysis findings through the calendar quarter (circle one) PRIOR TO
or
FOLLOWING
the above date, plus three (3) additional quarterly updates. Any acceptance by you of analysis services provided by us, covering any period of time after the final contracted delivery herein, shall constitute a mutual extension of this agreement for another annual period, with a renewal date on the annual anniversary of the original subscription date. Executed By: FOR REAL DATA STRATEGIES, INC.
FOR __________________________________________
___________________________________
_______________________________________________
Print Name: Patrick C. Veling
Print Name: _____________________________________
Title: President
Title: ___________________________________________
Date: ______________________________
Date: __________________________________________
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Credit Card Authorization Real Data Strategies, Inc. Annual Data Doorway Subscription I authorize Real Data Strategies, Inc. to charge my credit card (Visa/Mastercard/Amex) for the Annual Subscription Rate as outlined in the attached Data Doorway Consulting Subscription Agreement. Card Number:_________________________________________________________ Expiration date:________________________________________________________ V Code:______________________________________________________________ Name as it appears on card:______________________________________________ Company Name:_______________________________________________________ Credit Card Billing Address:______________________________________________ Credit Card Billing City, State, Zip:_________________________________________ Signature: ____________________________________________________________ Contact Phone Number:__________________________________________________ Contact Fax Number:____________________________________________________ Date:_________________________________________________________________
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