Agent Addendum

SHOWDIGS, INC. dba SHOWDIGS

AGENT ADDENDUM TO TERMS OF SERVICE

Last Updated:  May 2025

This Agent Addendum (the “Addendum”) is an addendum to the Terms of Service (the “Terms”) between you (“you” or “Agent”) and Showdigs, and it sets forth additional terms and conditions that are applicable to your provision of Agent Services, either through the Showdigs Application or otherwise in connection with the Services generally. Capitalized terms used but not defined herein have the meaning set forth in the Terms. Except to the extent expressly modified or supplemented by this Addendum, and as the context requires, each of the provisions of the Terms are incorporated into this Addendum.
1. Guided Site Visits.
The Services will enable Agents to sign up to provide Guided Site Visits, specifically by conducting in-person or virtual Property showings during specified time periods for Prospects or other members of the public (“Public Individuals”).  Specifically, the Application provides functions to: (a) facilitate the scheduling of appointments with Prospects to tour a given Property or facilitate the scheduling of Guided Site Visits for such Property; (b) enable Agents to communicate with Clients whereby the Agent can gain access to, and provide the Prospect with an in-person or virtual Guided Site Visit of, the corresponding Property; (c) collect the applicable Charges from the Client; (d) prompt the Agent to follow up with the Client about any issues or questions with the Property that came up during the Showing; (e) provide reports about the activity related to the Property; (f) send text messages to Prospects and other services as may be added from time to time.
Agents may also sign up to conduct visits to Properties for the purpose of conducting a review of the condition of the Property and provide Conditional Reports.
2. Agent Services.
You agree to perform the Agent Services as set forth in Section 5 of the Terms. Specifically, you acknowledge and agree as follows:
a. Agent Onboarding.
Showdigs may require you to share certain information as Showdigs deems to be reasonably necessary to verify your ability to provide the Agent Services, including but not limited to: your name, address, mobile phone number, home address, social security number or tax ID, and financial information, and you agree to share such information upon request.  The Application will allow you to select “AVAILABLE” to designate the time periods during which when you are interested in providing Agent Services.  Upon selecting “AVAILABLE”, the Application will actively track your physical location so as to best match you with available Showing opportunities close to you.
b. Agent Requirements and Conduct.
At all times while providing the Agent Services, you agree to:  (i) act, speak and dress in a polite, courteous and professional manner; (ii) arrive for each Guided Site Visit on time and sober (free of any use of alcohol or drugs); (iii) refrain from consuming alcoholic beverages, smoking, or eating during Guided Site Visits; (iv) abide by all applicable laws including without limitation applicable civil rights, fair housing and landlord tenant laws, (v) refrain from contacting, soliciting, harassing, taunting, stalking, or otherwise making uncomfortable any Prospect, Public Individual, Client or any other person you meet as a result of performing your duties with respect to the Services; (vi) only address questions posed to you by a Prospect or Public Individual for which the Client has provided you with relevant information, although you are free to provide your opinion, stated as thus, to general questions; and (vi) not invite or allow any person other than a Prospect, Public Individual authorized by the Client, or Client to accompany you to any Guided Site Visit; and (vii) abide by all other rules and directives as may be delivered to you in writing from time to time by Showdigs.
c. Agent Representations.
By agreeing to these Terms as an Agent, you represent and warrant to Showdigs that (i) you have, and will maintain at all times that you are providing Agent Services, a currently valid and active real estate license in the states indicated in your Order Form (“Licensed States”), (ii) you personally, or the entity you represent, have the authority to show the Properties, (iii) that these Terms do not conflict with any other binding contract or obligation, (iv) Showdigs has the right, and you have explicitly granted permission to Showdigs, to conduct a background check on you, (v) if you have enabled the features in the Application which allow Showdigs to track your physical location, you expressly consent to such tracking for the purpose of connecting you with Clients for nearby Properties, (vi) in your performance of your duties as an Agent you are acting as an independent contractor, not as a real estate agent or broker, are not due any commission or payment other than as explicitly provided herein, and are responsible for and shall pay any and all taxes that may be due as a result of any compensation paid as result of your service, (vii) your performance of the Agent Services and receipt of payment therefor does not and will not violate any applicable laws.
d. Confidential Information.
In providing Agent Services pursuant to the Terms, you may have access to or otherwise process, directly or indirectly, non-public information of Showdigs and/or its Clients, associated Prospects, or other third parties (“Confidential Information”). For the avoidance of doubt, Confidential Information includes any Personal Information of Prospects, but does not include any information that: (i) was in your lawful possession prior to the disclosure; (ii) is lawfully disclosed to you by a third party without actual, implied or intended restriction on disclosure through the chain of possession, or (iii) is independently developed by you without the use of or access to the Confidential Information. You acknowledge and agree that, as between you and Showdigs, all Confidential Information shall remain the exclusive property of Showdigs; and you shall not use or disclose Confidential Information for any purpose except in furtherance of accepting and fulfilling requests for Agent Services pursuant to the Terms. You further agree that the unauthorized use or disclosure of any Confidential Information would cause irreparable harm and significant damages to Showdigs, the degree of which may be difficult to ascertain, and that, accordingly, Showdigs has the right to seek immediate equitable relief to enjoin any unauthorized use or disclosure of Confidential Information disclosed by you, in addition to any other rights or remedies described in these Terms, applicable law or otherwise.
d. Data Privacy of Prospects.
Showdigs may collect and disclose Personal Information from or about you when you accept a request for Agent Services and as otherwise described in our Privacy Notice. For example, when you agree to provide a Guided Site Visit for a Prospect, you acknowledge and agree that you may receive Personal Information with respect to such Prospect, and that your Prospect may be given Personal Information about you, in connection with such Guided Site Visit, including each party’s first and last name, and phone number. You agree to not contact any Prospect or otherwise use any of the Prospect User Information except to the extent necessary to enable you to provide the requested Agent Services to that Prospect. You agree to treat all Personal Information of each Prospect as Confidential Information. Notwithstanding anything herein to the contrary, the collection, use, and disclosure of Personal Information in connection with this Addendum will be made in accordance with our Privacy Notice.
3. Access and Use of the Services.
a. Agent Accounts.
In order to provide the Agent Services, you must register for and maintain an active Account as an Agent. You agree to comply with the Terms and with all applicable laws in providing the Agent Services, including identifying and obtaining any required license (including commercial or driver’s license), permit, or registration required to provide the Agent Services in the Licensed States. You may not in your access or use of the Services, or your provision of the Agent Services, cause nuisance, annoyance, inconvenience, or property damage, whether to the Client, the Prospect, any Public Individual, or any other party. From time to time, Showdigs may also require that you comply with additional Client- or Property-specific guidelines and policies, which shall be provided to you in advance of any Guided Site Visit for such Client or Property.
b. Payment to Agents.
As an Agent, you understand that by facilitating the provision of the Agent Services, Property Managers will be charged and payment will be remitted to you o the bank information that you have provided to Showdigs (“Payments”). Payments will be delivered via your preferred payment method following each week in which you have provided Agent Services, and will be exclusive of applicable taxes, including taxes on your income. Any such taxes upon the Payments will be your sole responsibility. You understand and agree that the Payments will be calculated solely based upon the flat Showing Fees for each Guided Site Visit. Except as otherwise noted in this Addendum, the amount payable to you for each Guided Site Visit will be displayed within the Application at the time that you sign up for the Guided Side Visit. You will not be entitled to any additional commission in connection with the Agent Services. You will be entitled to a Showing Fee for any Guided Site Visit that is cancelled within 20 minutes of its scheduled time, but you will not be entitled to a Showing Fee for any Guided Site Visit that is cancelled more than 20 minutes prior to its scheduled time.
All Payments will be facilitated by Showdigs using the preferred payment method designated in your Account. If Showdigs determines that any Payment transmitted to your primary Account payment method has failed due to the expiry, invalidation, or other non-qualification of your payment method, Showdigs shall notify you in writing. Following such notice, it is your responsibility to correct such payment information and notify Showdigs of the correction. Failed Payments must be remedied by you within ninety (90) days of Showdigs’ notice to you of the attempted Payment, or you will forfeit the Payment.
Showdigs reserves the right to establish, remove and/or revise the fee rates charged to Clients for any or all Agent Services at any time in Showdigs’ sole discretion, which may affect the Payments to you for such Agent Services.
4. Relationship between Showdigs and Agent. 
a. Independent Contractor.
The relationship between you and Showdigs is an independent contractor relationship. For the avoidance of doubt, Showdigs shall neither have nor exercise any control or direction over the methods by which Agent shall perform Agent’s work and functions except to the extent provided in the Terms, including this Addendum. Agent shall comply with all applicable provisions of law and other rules and regulations of any and all governmental authorities relating to the Agent Services. The provisions of this Addendum shall not be interpreted to conflict with the intent of the parties that the legal status of Agent shall at all times be that of an independent contractor. Nothing in this Addendum or the Terms creates, will create, or is intended to create, any employment, agency, partnership, joint venture, franchise or sales representative relationship between you and Showdigs. You have no authority to make or accept any offers or representations on Showdigs’s behalf.
b. Responsibility for Compliance with applicable laws.
Agent acknowledges and agrees that neither Showdigs or any of its representatives or affiliates are licensed as real estate brokers or agents. Agent hereby assumes all responsibility for complying with applicable laws in connection with Agent’s performance of the Agent Services. In addition to the indemnity obligations set forth in the Terms, Agent agrees to indemnify and hold Showdigs and its affiliates and their officers, directors, employees, and agents harmless from any and all Claims arising out of or in connection with any breach of Agent’s representation set forth above, Agent’s violation of Applicable Law or any dispute between Agent and any third party relating to Agent’s provision of Agent Services.