BROKER + APP CUSTOMER AGREEMENT

INTRODUCTION AND PARTIES

This Broker and App Customer Agreement (hereinafter the "Agreement") is entered into as of the Effective Date, by and between:

[YOUR BROKER COMPANY NAME], a [State] [Entity Type], having its principal place of business at [Address] (hereinafter referred to as "Broker," "we," "us," or "our"), and

[CUSTOMER NAME], with an address at [Address] (hereinafter referred to as "Customer," "you," or "your").

DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings ascribed below:

• "App" means the Broker's [Name of Application] software application, available via web and/or mobile device, as may be updated or modified from time to time.
• "Brokerage Services" means the intermediary services provided by Broker in connection with [describe: real estate transactions / financial products / insurance products / other].
• "Customer Account" means the account established by Customer within the App to access Brokerage Services and related features.
• "Confidential Information" means any non-public information shared by either party, including pricing, customer data, and proprietary processes.
• "Effective Date" means the date first written above.
• "Services" means the Brokerage Services and App access collectively.
• "Term" means the duration of this Agreement as described in Section 4.

SCOPE OF BROKERAGE SERVICES

3.1 Services Provided

Broker agrees to provide Customer with the following brokerage services:

• [Insert specific services: e.g., "Introduction of buyers/sellers," "Negotiation support," "Transaction facilitation"]
• Access to the App, which provides tools for [list features: e.g., "browsing listings," "submitting offers," "communicating with parties," "managing transactions"]
• Professional guidance and advice relating to [specify domain, e.g., residential real estate transactions]

3.2 Limitations

Broker does not guarantee any specific outcome, sale price, timeline, or customer satisfaction. Broker's role is to facilitate introductions and negotiations; the final terms of any transaction are between Customer and the other party(ies) involved.

3.3 Legal Compliance and Licensing

Select one:

• ☐ Broker certifies that it holds all necessary licenses and certifications required in [State(s)].
• ☐ Broker does not hold certain licenses but complies with applicable law and will disclose any licensing limitations upon request.

Customer is responsible for verifying Broker's licensing status if required in their jurisdiction.

TERM AND TERMINATION

4.1 Term

This Agreement shall commence on the Effective Date and shall continue for a period of [12 months / until terminated] (the "Initial Term"), unless earlier terminated in accordance with Section 4.2.

4.2 Renewal

This Agreement shall automatically renew for successive [12-month/annual] periods unless either party provides written notice of non-renewal at least [30] days prior to the end of the then-current Term.

4.3 Termination for Convenience

Either party may terminate this Agreement at any time by providing [30] days' prior written notice to the other party. Termination shall not relieve Customer of payment obligations for Services rendered prior to the effective date of termination.

4.4 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if:

• The other party materially breaches this Agreement and fails to cure such breach within [10] days of written notice; or
• The other party engages in illegal or fraudulent conduct; or
• The other party becomes insolvent or files for bankruptcy.

4.5 Effect of Termination

Upon termination:

• Customer's access to the App shall be revoked upon the effective date of termination.
• All unpaid fees and expenses shall become immediately due.
• Confidential Information shall be handled in accordance with Section 8.
• Sections that by their nature are intended to survive termination (including Sections 5, 7, 8, 9, and 10) shall remain in effect.

FEES, COMMISSIONS, AND PAYMENT TERMS

5.1 Broker Compensation

Customer agrees to pay Broker fees as follows:

Select applicable structure:

• ☐ Flat Fee: A flat fee of $[AMOUNT] per transaction or period, due upon [specify trigger: e.g., "successful completion of transaction," "listing," "at closing"].

• ☐ Commission-Based: A commission equal to [X]% of the [purchase price / contract value / gross sales price], due upon [specify trigger].

• ☐ Hybrid:

  • Upfront App access fee: $[AMOUNT] per [month/year]
  • Plus transaction-based commission of [X]% upon successful completion

• ☐ Usage-Based: Monthly subscription fee of $[AMOUNT] for App access; additional transaction fees as specified on the Fee Schedule attached as Exhibit A.

5.2 Earning of Fees

Broker's fees are earned when:

• A transaction is successfully completed (for transaction-based fees), or
• Services are rendered (for time-based/subscription fees), regardless of whether the transaction is ultimately consummated.

5.3 Invoice and Payment

Broker shall issue an invoice to Customer upon the trigger event. Payment shall be due net [30] days from the invoice date.

Acceptable forms of payment include:

• [Credit card, ACH transfer, check, wire transfer, etc.]

5.4 Late Payments

Payments not received by the due date shall accrue interest at the rate of 1.5% per month (or the maximum rate allowed by law, whichever is less) until paid in full.

5.5 Expense Reimbursement

Customer shall reimburse Broker for reasonable third-party expenses incurred in connection with the Services, including [e.g., "title services," "appraisals," "recordings," "document services"], provided that Broker discloses such expenses in advance and obtains Customer's written consent.

5.6 Refund Policy

Select applicable policy:

• ☐ All fees are non-refundable once earned.
• ☐ Subscription fees are refundable within [14] days of purchase if no Services have been rendered.
• ☐ [Insert custom refund terms].

APP LICENSE AND ACCEPTABLE USE

6.1 License Grant

Subject to Customer's compliance with this Agreement, Broker grants Customer a limited, non-exclusive, non-transferable license to access and use the App solely for Customer's personal, non-commercial purposes, or for business purposes related to the Brokerage Services.

6.2 Account Registration and Security

Customer agrees to:

• Provide accurate, complete, and current information when creating a Customer Account;
• Maintain the confidentiality of any username, password, or other authentication credentials;
• Notify Broker immediately of any unauthorized access to the Account;
• Be responsible for all activities occurring under the Account.

Broker is not liable for any loss or damage arising from Customer's failure to protect Account credentials.

6.3 Acceptable Use Policy

Customer shall not, and shall not permit others to:

• Use the App in violation of applicable law, regulation, or court order;
• Transmit any viruses, malware, or disruptive code;
• Attempt to gain unauthorized access to the App or its systems;
• Reverse-engineer, decompile, or attempt to discover the source code or underlying algorithms of the App;
• Use the App to harass, defame, threaten, or abuse any person;
• Scrape, crawl, or extract data from the App without prior written consent;
• Use the App in any manner that could damage, overload, or impair the App or its servers;
• Use the App for any competing or commercial purpose without explicit consent;
• Resell, redistribute, or lease access to the App.

6.4 Suspension of Access

Broker reserves the right to suspend Customer's access to the App immediately if Broker reasonably believes Customer is violating this Section 6 or any other material term of this Agreement, pending investigation. Broker shall provide written notice and a reasonable opportunity to cure, except in cases of clear abuse or illegal activity where immediate suspension is necessary.

6.5 Mobile App Specific Terms

If the App includes a mobile application, Customer agrees to:

• Comply with the app store terms of service (Apple App Store, Google Play Store, etc.);
• Accept all updates and security patches when prompted;
• Acknowledge that Broker is not liable for issues arising from Customer's device settings, operating system, or third-party software.

INTELLECTUAL PROPERTY RIGHTS

7.1 Broker Ownership

The App, including all software, code, design, graphics, trademarks, logos, and documentation, is and shall remain the exclusive property of Broker. Customer acquires no ownership rights to the App or any component thereof.

7.2 Customer Content

Customer grants Broker a worldwide, royalty-free, perpetual license to use any information, documents, or communications ("Customer Content") submitted to or created within the App for purposes of:

• Providing the Brokerage Services;
• Improving the App and Services;
• Complying with legal obligations;
• Dispute resolution.

7.3 Third-Party Components

The App may contain third-party software licensed under open source or proprietary licenses. Customer's use is subject to the terms of those licenses, which do not supersede this Agreement except as expressly stated in those licenses.

DATA PROTECTION, PRIVACY, AND CONFIDENTIALITY

8.1 Privacy

Broker's collection, use, and protection of Customer's personal information is governed by Broker's Privacy Policy, located at [URL]. Customer acknowledges receipt of and agrees to the Privacy Policy.

8.2 Data Security

Broker shall maintain reasonable administrative, technical, and physical safeguards to protect Customer's data, including encryption of data in transit and at rest, and access controls. However, Broker does not guarantee absolute security, and Customer acknowledges that no system is impenetrable.

8.3 Confidential Information

Each party agrees to maintain the confidentiality of non-public information received from the other party and not to disclose it to third parties without prior written consent, except:

• As required by law or court order (with prompt written notice to allow the disclosing party to seek a protective order);
• To advisors, attorneys, and accountants under a duty of confidentiality;
• As necessary to enforce this Agreement.

8.4 Data Retention and Deletion

Upon termination of this Agreement, Customer may request deletion of Account data within [90] days. Broker shall retain Customer data as required by law or for legitimate business purposes (e.g., dispute resolution, regulatory compliance) and shall not further use such data for marketing or new Services without prior consent.

8.5 GDPR and International Data

If Customer is a resident of the European Union or another jurisdiction with similar data protection requirements, the parties agree to execute a Data Processing Agreement (DPA) prior to or concurrent with this Agreement, which shall govern the processing of personal data.

DISCLAIMERS AND LIMITATION OF LIABILITY

9.1 Disclaimer of Warranties

THE APP AND BROKERAGE SERVICES ARE PROVIDED "AS-IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. Broker disclaims all warranties, including:

• Merchantability or fitness for a particular purpose;
• Non-infringement of third-party rights;
• Uninterrupted or error-free operation;
• Accuracy, completeness, or timeliness of information;
• Freedom from viruses or malicious code.

9.2 No Guarantee of Results

Broker makes no representation or warranty regarding:

• Any specific outcome of a transaction;
• The availability or interest of buyers or sellers;
• Market conditions or property values;
• The accuracy of market analysis or comparable sales data;
• The legality or enforceability of any transaction terms.

Customer is solely responsible for conducting independent investigation and seeking professional advice (legal, financial, tax, etc.) before entering into any transaction.

9.3 Limitation of Liability

IN NO EVENT SHALL BROKER BE LIABLE FOR:

• Any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, or lost data, even if advised of the possibility of such damages;
• Any claim arising from Customer's misuse of the App or Services;
• Any technical issues, outages, or interruptions to the App;
• Any third-party claims related to Customer's transactions or conduct;
• Any failure to perform caused by circumstances beyond Broker's reasonable control (force majeure).

BROKER'S TOTAL LIABILITY under this Agreement shall not exceed the greater of (i) the fees paid by Customer in the [12] months preceding the claim, or (ii) $[INSERT AMOUNT].

These limitations apply to all claims, regardless of theory (contract, tort, negligence, strict liability, or otherwise).

9.4 Essential Terms

Customer acknowledges that the disclaimers and limitations in this Section 9 are essential terms of this Agreement and that Broker would not enter into this Agreement without them.

DISPUTE RESOLUTION AND GOVERNING LAW

10.1 Governing Law

This Agreement shall be governed by the laws of the [State], without regard to its conflict of law principles. The UN Convention on Contracts for the International Sale of Goods shall not apply.

10.2 Dispute Resolution

Select one:

Option A: Arbitration (Recommended for faster, private resolution)

• Any dispute arising from or relating to this Agreement shall be resolved by binding arbitration administered by [JAMS / AAA], in accordance with their Commercial Arbitration Rules.
• The arbitration shall take place in [City, State], and shall be conducted by a single arbitrator.
• Each party shall bear its own attorney fees and costs, except that the arbitrator may award attorney fees to the prevailing party if the arbitrator determines the claim was frivolous.
• The arbitrator's decision is final and binding and may be entered as a judgment in any court of competent jurisdiction.

Option B: Litigation

• The parties consent to exclusive jurisdiction and venue in the state and federal courts located in [County], [State].
• Each party waives any objection to jurisdiction or venue and any claim of inconvenient forum.

10.3 Equitable Relief

Notwithstanding the dispute resolution method selected above, either party may seek equitable relief (injunction, specific performance) in a court of competent jurisdiction to prevent irreparable harm.

10.4 No Class Action

Customer agrees that any arbitration or litigation shall be conducted on an individual basis and not as a class action, class arbitration, or representative action. The arbitrator or court shall not consolidate claims of multiple parties.

GENERAL PROVISIONS

11.1 Entire Agreement

This Agreement, including any exhibits, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior negotiations, understandings, and agreements, whether written or oral.

11.2 Amendments

This Agreement may be amended only by written instrument signed by authorized representatives of both parties. Broker may unilaterally amend this Agreement by providing [30] days' written notice to Customer. Customer's continued use of the App after such notice constitutes acceptance of the amended terms. If Customer does not agree to the amended terms, Customer must terminate the Agreement prior to the amendment's effective date.

11.3 Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be reformed to the minimum extent necessary to make it enforceable, or if not possible, severed. The remaining provisions shall remain in full force and effect.

11.4 Waiver

The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by the party granting the waiver.

11.5 Assignment

Customer may not assign or transfer this Agreement or any rights hereunder without Broker's prior written consent. Any attempted assignment without consent is void. Broker may assign this Agreement to any successor or affiliate without consent.

11.6 Notices

All notices required by this Agreement shall be sent by:

• Email to the email address on file for Customer or [email address] for Broker;
• Hand delivery;
• Certified mail, return receipt requested, to the addresses set forth above.

Notices shall be effective upon receipt.

11.7 Counterparts and Electronic Signatures

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures (including DocuSign, Adobe Sign, etc.) and PDF signatures shall have the same legal effect as original signatures.

11.8 Relationship of Parties

Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties. Neither party has authority to bind the other or make commitments on behalf of the other, except as expressly authorized.

11.9 Survival

The following sections shall survive any termination or expiration of this Agreement: 5 (Fees), 7 (Intellectual Property), 8 (Data Protection and Confidentiality), 9 (Disclaimers and Liability), 10 (Dispute Resolution), and 11 (General Provisions).

11.10 Force Majeure

Neither party shall be liable for failure to perform this Agreement due to circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemics, or government action, provided the affected party gives prompt notice and uses reasonable efforts to resume performance.

SPECIFIC PROVISIONS BY INDUSTRY

12.A REAL ESTATE (If Applicable)

• Broker is Dual Agent / [Single Agent for Broker / Single Agent for Customer]: [Specify agency relationship and disclose any conflicts]
• Earnest Money: Customer understands that earnest money deposits are held in a client trust account by [title company / escrow company] and that Broker does not control such funds.
• MLS Access: Broker provides access to MLS data on behalf of [local MLS]. Customer agrees to comply with MLS rules and regulations and not to use MLS data for unauthorized purposes.
• Market Knowledge: Broker provides market information and comparable sales data for informational purposes only. Such information may not be current or accurate, and Customer should verify through independent sources.
• Disclosure Obligations: Customer agrees to disclose all material facts about any property being sold, as required by [State] law, and Broker shall disclose Broker's knowledge of property defects or issues known to Broker.

12.B FINANCIAL PRODUCTS (If Applicable)

• Broker is not a Fiduciary: Except as required by law, Broker does not act as a fiduciary and does not have a duty to prioritize Customer's interests above Broker's own. Customer should seek independent financial advice.
• Risk Disclosure: Customer acknowledges the risks associated with [financial instruments/investments] and has adequate financial capacity to bear such risks.
• Regulatory Compliance: Broker is [registered / not registered] with the SEC / FINRA / [relevant regulator]. Customer may verify such registration at [website].

12.C INSURANCE (If Applicable)

• Broker is licensed by [State Department of Insurance]: Customer may verify Broker's license at [website].
• No Guarantee of Coverage: Broker is not responsible for any denial of insurance coverage by the insurance carrier. Broker's role is to present options and facilitate the application; the insurer makes final underwriting decisions.
• Duty to Disclose: Customer agrees to provide accurate and complete information in all insurance applications. Misrepresentation may result in policy cancellation.

ELECTRONIC TRANSACTIONS AND SIGNATURES

Customer consents to receive communications from Broker electronically, including email, SMS, and in-app notifications. Customer may withdraw this consent at any time by written notice, provided that continued use of the App constitutes ongoing consent.

By signing below (or clicking "I Agree"), Customer acknowledges having read this Agreement, understanding its terms, and agreeing to be bound by it.