1. Contractual Relationship
This Agent Addendum (the “Addendum”) is an addendum to the Terms of Service Agreement (the “Agreement”) between you (“you” or “Agent”) and Showdigs, and it sets forth additional terms and conditions that are applicable to your provision of Services through the Showdigs Application. Capitalized terms herein have the meaning set forth in the Agreement. Except to the extent expressly modified or supplemented by this Addendum, and as the context requires, each of the provisions of the Agreement are incorporated into this Addendum.
The Services comprise the Showdigs mobile application and related services (each, an “Application”), which enable Agents to sign up to provide guided site visits of Properties to prospective tenants (“Prospects”). Specifically, the Application will: (a) facilitate the scheduling of appointments with Prospects to tour the Property; (b) provide Properties from qualified owners or operators (“Property Managers”) whereby the Agent can gain access to and provide the Prospect with a tour of the Property or conduct a virtual tour of the Property using the Application (“Site Visit”); (c) collect a fee (“Showing Fee”) from the Property Manager to be paid, minus Showdigs’ fee, to the Agent; (d) prompt the Agent to follow up with the Property Manager 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 a corresponding report to a Property Manager (“Condition Reports”).
Showdigs’ Agent Services.
You agree to perform the Agent Services as set forth in Section 5 of the Agreement. Specifically, you acknowledge and agree as follows:
When you are ready to make yourself available as an Agent on the Service you can login and post your availability by loading the required information into the Application. You may be required to share certain information, including but not limited to: your name, address, mobile phone number, home address, social security number or tax ID, and financial information. The Application will allow you to select “AVAILABLE” when you interested in participating in the Service. Upon selecting “AVAILABLE” the Application will actively track your physical location so as to best match you with available Site Visit opportunities close to you.
At all times while acting as an Agent with respect to the Service you agree to: (i) act, speak and dress in a polite, courteous and professional manner; (ii) arrive for any Site Visit on time and sober (free of any use of alcohol or drugs); (ii) refrain from consuming alcoholic beverages, smoking, or eating during Site Visits; (iii) abide by all applicable laws and regulations including without limitation applicable civil rights, fair housing and landlord tenant laws, (iv) refrain from contacting, soliciting, harassing, taunting, stalking, or otherwise making uncomfortable any Prospect, Property Manager or any other person you meet as a result of performing your duties with respect to the Service; and (v) only address questions posed to you by a Prospect for which the Property Manager has provided you with relevant information, although you are free to provide your opinion, stated as thus, to general questions.
By initiating the Services and agreeing to these Terms as a Third Party Provider you represent and warrant to Showdigs that (i) you have a currently valid and active real estate license, (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) once you have activated the Application, you must explicitly grant permission to Showdigs to track your physical location, solely for the purpose of connecting you with Property Managers for nearby Properties, and (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.
Access and Use of the Services.
In order to use the Agent-specific Services, you must select within the Application, register for and maintain an active Agent account (“Account”). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account. Agent Account registration requires you to submit to Showdigs certain information, such as your name, (if applicable) your company name, your or your company’s address, your mobile phone number, age, your address and necessary information for making payments to you within the methods supported by Showdigs. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including a valid, non-expired financial information, may result in your inability to access or use the Services, or receive payments. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Showdigs in writing, you may only possess one Agent Account, and you may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when accessing or using the Services, and you may only access or use the Services for lawful purposes. You may not in your access or use of the Services cause nuisance, annoyance, inconvenience, or property damage, whether to the Property Manager, the Prospect or any other party.
Property Manager Requirements and Conduct.
At all times, Property Managers will be solely responsible for: (i) keeping the Properties and their access in commercially reasonable condition, clean and free from unreasonable defects or hazards; (ii) being responsive to inquiries for information about the Properties, including in particular with respect to scheduling Site Visits; (iii) making available to the Agent the means for gaining access to the Properties (e.g. a realtor’s lock); (iv) ensuring that the Property is vacant, or if still occupied by an existing tenant, that the Site Visit corresponds with a date and time during which the existing tenant will not be present; (v) if the existing tenant owns any pets, ensuring that the pets are secure or absent during the Site Visit; (vi) maintaining appropriate general liability insurance for all Properties listed with the Services; and (vii) complying with all applicable personal data laws and regulations with respect to Prospects (collectively, the “Property Manager Responsibilities”). Showdigs expressly disclaims any and all liability related to or resulting from the Property Manager Responsibilities.
Payment to Agents.
As an Agent, you understand that by providing the Services Property Managers will be charged and payment will be remitted to you by Showdigs on a weekly basis via the bank information you provide to Showdigs (“Payments”). Payments will be exclusive of applicable taxes, and such taxes will be your sole responsibility.
All Payments will be facilitated by Showdigs using the preferred payment method designated in your Account, after which you will receive a receipt by email. If your primary Account payment method is determined to be expired, invalid or otherwise it is responsibility to correct such payment information and notify Showdigs of the correction. Failed Payments must be remedied by you within ninety (90) days of the attempted Payment, or you will forfeit the Payment.
As between you and Showdigs, Showdigs reserves the right to establish, remove and/or revise Payments for any or all Services provided by you at any time in Showdigs’ sole discretion. Showdigs may from time to time provide certain users with promotional offers and discounts that may result in different Payment amounts for the same or similar Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Payments made to you.
Agent is retained by the Showdigs only for the purposes and to the extent set forth in this Agreement and Agent’s relation to Showdigs shall, during the period or periods of this Agreement, be solely that of an independent Agent. Agent shall be free to dispose of such portion of Agent’s time, energy and skill when Agent is not engaged in services under this Agreement in such manner as Agent sees fit and to such persons, firms or corporations as Agent deems advisable. Showdigs shall neither have nor exercise any control or direction over the methods by which Agent shall perform Agent’s work and functions except as provided in this Agreement. The sole interest and responsibility of Showdigs is to ensure that the services offered shall be performed and rendered in a competent, responsible, ethical, efficient, and satisfactory manner. Agent shall comply with all applicable provisions of law and other rules and regulations of any and all governmental authorities relating to the Work. The provisions of this Agreement 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.
Responsibility for Compliance with Applicable Laws.
Agent acknowledges and agrees that neither of 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 Services. In addition to the indemnity obligations set forth in the Agreement, 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 Agent’s violation of Applicable Law or any dispute between Agent and any third party relating to Agent’s provision of Services.