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INDEPENDENT CONTRACTOR AGREEMENT

Real Estate Salesperson or Associate Broker or Real Estate Licensee

This Independent Contractor Agreement (“Agreement”), effective as of [Effective Date to be inserted upon approval] (the “Effective Date”), is entered into by and between the person executing this Agreement (“Subscriber”) and FIND Real Estate LLC, together with its affiliates, subsidiaries, parents, successors, assigns, and any entities operating under its trade names or doing business as FIND Group, FIND Properties, or FIND Advisors (collectively, “FIND Real Estate Affiliates,” and together with FIND Real Estate LLC, collectively referred to as “FIND”), (each a “Party” and collectively, the “Parties”). For all purposes of this Agreement, any rights, obligations, or representations made by or on behalf of FIND shall apply equally to all such affiliated or related entities.

WHEREAS, FIND is engaged in the business of a licensed real estate broker within the Jurisdiction as such term is defined pursuant to Law; WHEREAS, Subscriber is engaged in the business of a licensed real estate salesperson or associate broker or Real Estate Licensee within the Jurisdiction, as such term is defined pursuant to Law;

WHEREAS, pursuant to the FIND Subscription Plan offered by FIND and accepted by Subscriber, Subscriber will associate with FIND as a real estate salesperson or associate broker or real estate licensee;

WHEREAS as a condition to the Subscription Plan and Subscriber association with FIND Subscriber is required to enter into this Agreement, the Subscription Plan, and the Confidentiality Agreement;

NOW, THEREFORE, in consideration of the foregoing and of the respective promises, covenants, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby mutually acknowledged, the Parties agree as follows:

Section 1. Agreement and Subscription Plan

As a duly licensed and qualified real estate salesperson or associate broker or real estate licensee in the Jurisdiction, Subscriber agrees to associate with FIND subject to the terms and conditions of this Agreement and the Subscription Plan (“Subscription Plan”) subscribed for during the term of this Agreement. Any Subscription Plan subscribed for by Subscriber must be approved by an authorized representative of FIND.

Certain Subscription Plans, including those offered with no monthly membership fee and those offered on the basis of production or participation in a FIND lead program (for example, the Pro and Zero plans), are available only to Subscribers who meet and continue to meet the eligibility requirements FIND sets for them. If Subscriber ceases to meet those requirements, or if FIND discontinues the Subscription Plan, FIND may on written notice move Subscriber to one of FIND’s standard Subscription Plans. Subscriber may choose which standard plan to move to, and if Subscriber does not choose within thirty (30) days of that notice FIND may select one on Subscriber’s behalf. The terms of the new Subscription Plan, including its monthly membership fee and commission split, apply from the effective date stated in the notice.

Section 2. Duties and Obligations

As a duly licensed and qualified real estate salesperson or associate broker or real estate licensee in the Jurisdiction, Subscriber will conform to and abide by all laws, rulings, regulations, and codes of ethics that are binding on or applicable to real estate salespersons or associate brokers or real estate licensee within the Jurisdiction and Federal laws, rules, regulations and codes. Compliance with such laws, rulings, regulations, and codes of ethics shall not affect Subscriber status as an independent contractor, as defined below, nor shall it be construed as an indication that Subscriber is an employee of FIND for any purposes whatsoever.

Subscriber shall faithfully and diligently render services to the best of Subscribers ability to aid and assist FIND in the transaction of its business. Subscriber will conduct business and regulate Subscribers activities so as to maintain and increase the good will and reputation of FIND at all times.

All sums of money or other consideration Subscriber collects or receives in connection with any business transacted by Subscriber or services rendered by Subscriber and relating to FIND, including without limitation the leasing, sale, purchase or management of real estate (or other services permitted by Law as amended from time to time), shall be collected or received in the name of, and on behalf of, FIND, its assignee or designee.

Subscriber agrees to strictly adhere to the policies and procedures contained in the Real Estate Salesperson and Associate Broker and Real Estate Licensee Policy Manual, as amended from time to time (the “FIND Policy Manual” ), a copy of which has been provided to Subscriber herewith, and all other FIND policies, rules and regulations promulgated from time to time as applicable to salespersons, associate brokers and real estate licensees. Subscriber is required, as a condition to the Subscription Plan, to execute the Salesperson, Associate Broker and Real Estate Licensee Confidentiality Agreement attached hereto as Exhibit A (the “Confidentiality Agreement”).

Subscriber represents and warrants to FIND that Subscriber is not a party to, or otherwise bound by, any confidentiality, non-solicitation, non-competition or similar agreement that would prohibit, prevent, inhibit, limit, or conflict with the performance of Subscribers’ duties to FIND. Subscriber agrees that Subscriber shall indemnify FIND should any claim or action arise as a result of a breach of this representation.

Subscriber agrees that License Renewal and Maintenance are the sole responsibility of the Subscriber. In the event the Subscriber’s Real Estate license expires, becomes inactive, or is not renewed for any reason, the Subscriber remains responsible for all monthly membership fees and any other applicable charges. Membership fees are not suspended, paused, reduced or refunded due to license expiration or license renewal delays. Subscriber acknowledges that membership fees cover access to company resources, platforms, tools, support services, and infrastructure, which continue to be made available regardless of license status.

Section 3. Status as Independent Contractor

Subscriber is an Independent Contractor. None of the provisions of this Agreement are intended to create, nor shall be deemed or construed to create, any relationship between the Parties hereto other than that of independent parties contracting with each other hereunder solely for the purpose of effecting the provisions of this Agreement. Subscriber shall be treated as an independent contractor -- not an employee -- for all purposes including, but not limited to, federal and state taxation, withholding, unemployment insurance and workers' compensation.
This Agreement is intended to comply with Section 3508 of the Internal Revenue Code of 1986, as amended. Neither FIND nor Subscriber, nor any of their respective employees, shall be deemed or construed to be the agent, employee or representative of the other. Subscribers compensation will be related to sales or other output and will not be related to the number of hours worked. Subscriber is not entitled to any social security, unemployment, worker’s compensation, pension, retirement, health, vacation, severance or similar benefits. Furthermore, FIND will not be responsible for providing health or major medical insurance or broad form liability insurance to Subscriber. Due to Subscriber status as an independent contractor, except as set forth herein FIND will not deduct any federal, state, or local taxes of any kind from any payments made to Subscriber hereunder, including, without limitation, the payment of any FICA, FUTA or other similar charges. Subscriber shall be solely responsible for any federal, state and local income and employment taxes including, but not limited to, self-employment taxes, income taxes and estimates thereof, as required by the Internal Revenue Code and any other applicable laws, rules and regulations. To the extent FIND determines it is permitted and, or obligated by applicable law, regulation or order, to withhold any payment, in whole or part, to Subscriber and elects to withhold payment Subscriber does release FIND from any liability arising as a result of its good faith actions and Subscriber will indemnify FIND for any taxes, withholdings, penalties, or other liabilities that Subscriber or FIND may incur arising out of or relating to the failure by Subscriber (or FIND on Subscriber behalf) to pay Subscriber taxes and Subscriber consents to such sums being deducted from any Commissions or other amounts payable to Subscriber. FIND will not be liable for any expenses incurred by Subscriber, or for any of Subscriber's acts.

Section 4. Authority

Subscriber shall not hold himself, herself, or itself out to be an director, officer, stock or interests holder, or employee of FIND. Unless Subscriber first obtains the prior written approval of FIND, Subscriber shall have no right or authority to obligate or bind FIND by agreement, representation or otherwise, to any contract or commitment of whatever kind, including, without limitation, the purchase of tangible or intangible property or services or fixing the rate, amount, manner of payment or division of commissions and fees. FIND shall at all times have the sole and absolute right to determine the commission or fee to be charged to any client and the sole discretion to decide whether any transaction on which Subscriber has been working is consummated in whole or in part by Subscribers efforts.
If any commission or fees are determined to be due and any FIND employee, contractor or third-party other than Subscriber contributed to or assisted in consummating any such transaction, Subscriber shall abide by and accept FIND’s decision with respect to the determination of the amount of and the allocation of Subscribers share in and to the commission or fee. In the event of a dispute regarding the division of any commission or compensation among FIND salespersons, associate brokers or real estate licensees that cannot be resolved by the parties in good faith, FIND shall have the sole and absolute right to determine the settlement of such dispute.

Section 5. Compensation/Commissions

As Subscribers sole compensation for services rendered to FIND, FIND will pay Subscriber commissions in accordance with the Subscription Plan offered by FIND and subscribed to by Subscriber (the “Subscription Plan” ). The Subscription Plan shall be subject to such additional adjustments and modifications from time to time as determined by FIND in its sole discretion, subject to applicable law, the terms of this Agreement and the FIND Policy Manual. Subscriber will be given notice of such changes when they take effect.

Subscribers commissions or compensation earned will be paid within thirty (30) days of FIND’s receipt of the commission for the closing of the transaction for which Subscriber is entitled to such commission split. Subscriber will not receive any remuneration related to the number of hours worked or be treated for any purpose as an employee of FIND.

FIND shall have the right to set-off or recoup from Subscriber compensation any monies due to FIND pursuant to this Agreement, pursuant to the Subscription Plan, or pursuant to any written arrangement between FIND and Subscriber for advances or draws against commissions and fees and/or as set forth in the FIND Policy Manual including without limitation any FIND subscription fees, products and services subject to applicable law.

FIND shall also have the right to withhold from Subscriber compensation an amount deemed sufficient by FIND in the event any claims are made or threatened by or against FIND with respect to any commission or fee collected, including the internal allocation of same, or if any commission or fee is subject to any contingency requiring the return of same. FIND shall have the right, in its sole discretion at any time upon written notice to Subscriber, to amend or modify the terms and percentages of commissions and fees on future transactions (i.e., transactions which have not closed as of the effective date of any such amendment or modification).

Failure To Report

Subscriber acknowledges that the direct acceptance of and failure to report commissions undermine FIND’s business and may violate laws, rules, and regulations governing the conduct of real estate brokers, salespersons and associate salespersons. If Subscriber accepts a commission or fee directly from a buyer, seller, landlord, tenant, licensor, licensee, broker, co-broker, or any third-party without notifying FIND of the transaction, in addition to all other rights and remedies exercisable by FIND, it is agreed that Subscriber will pay FIND an amount equal to One Hundred Twenty Five Percent (125%) of the commission received by Subscriber or anyone collecting the commission on Subscribers behalf. Subscriber failure to report a closed transaction may also be reported to the Department of State in FIND sole discretion.

Section 6. Legal Action To Collect Disputed Commissions

In the event it should ever become necessary to institute a lawsuit to collect disputed commissions, the final decision as to whether or not such a lawsuit should be instituted, and the selection of the attorneys to handle such lawsuit, shall be made by FIND alone and Subscriber agrees to be bound by any such decision. Likewise, any agreement to settle a disputed lawsuit shall be the sole decision of FIND and FIND shall be afforded the opportunity to select and, or, direct counsel and make material decisions with respect to settlement, representation and decisions arising in connection with present or contingent litigation at all stages. Attorneys’ fees and costs, which may be incurred in the collection of such commissions, shall be paid by the Parties in the same proportions as are their respective shares of the commissions. If no commissions whatsoever are collected by the litigation, the attorneys’ fees shall be shared equally by Subscriber and FIND. Subscriber shall have the option to decline to participate in such legal action, should it ever occur. In such event, Subscriber shall be liable for no share of the expenses and will thereby forfeit any right to share in the proceeds realized out of the action (damages and other awards), if any.

Section 7. Rules and Practices

In conducting FIND business, Subscriber hereby represents and warrants that Subscriber:

(a) is a duly licensed real estate associate broker or salesperson or real estate licensee in the Jurisdiction and shall maintain such license in good standing throughout the term of this Agreement;

(b) will conform Subscribers’ professional conduct to the provisions of the Laws and the rules and regulations of any office, officer, or body having jurisdiction over the conduct of Subscriber and FIND and will adhere to all FIND policies, rules and regulations (including as set forth in Section 2) as may be amended from time to time, in the sole discretion of FIND;

(c) acknowledges that it may and shall work any hours Subscriber chooses and will be permitted to work out of Subscribers home or other locations as well as FIND’s business offices in the transaction of FIND business;

(d) shall also be free to engage in other outside employment or contractual services for himself, herself, itself or for third Parties, provided such services do not conflict or compete with Subscribers covenants and obligations or FIND rights under this Agreement or the Confidentiality Agreement, including, with prior written consent of FIND which will be granted in FIND reasonable discretion, owning operating or affiliating with any other non-competing real estate broker;

(e) shall be a member in good standing of any professional board, association, body, or authority required or voluntarily associating with, at all times during the term of this Agreement, at Subscribers’ sole cost and expense;

(f) shall be insured under FIND’s “Errors and Omissions Insurance Policy” and shall be further required to reimburse FIND, on an annual basis, Subscribers allocable share of such premium as determined by FIND, in its sole discretion, or otherwise set forth in the “FIND Policy Manual” or the Subscription Plan;

(g) understand that all listing agreements, commission agreements, co-brokerage agreements, or any other agreement, which may bind FIND, must be signed by an authorized representative of FIND.

Section 8. Restrictive Covenants

a) No-Solicitation

In light of the substantial effort and expense FIND directs toward developing and supporting its business and consequently the business of Subscriber, during the term of this Agreement and for a period of twelve (12) months commencing on the date of termination of this Agreement for any reason (the “Restricted Period”), Subscriber will not, individually, or in concert with others (including but not limited to, through the use of “headhunters”, recruiters or employment agencies) directly or indirectly:

(I) Solicit, hire, entice, persuade, recruit, employ or induce, any person who is or was an employee, independent contractor, broker, salesperson and/or agent of FIND at any time prior to or during the Restricted Period, to terminate his or her employment by (or other contract or relationship with) FIND or to refrain from extending or renewing the same (upon the same or new terms) or to become employed by or to enter into any contract or relationship with a person or business other than FIND or an affiliate of FIND or approach any such person for any of the foregoing purposes or authorize or assist in the taking of any such action by any third party (including headhunters, recruiters, employment agencies and/or other businesses). This restriction includes that Subscriber will not disclose to any third party the names, backgrounds or qualifications of any of FIND’s employees or agents or otherwise identify them as potential candidates for employment or engagement.
(II) Divert, solicit or attempt to take away business from, render services for, accept business from, or do business with any person or entity that is or was a customer, client or prospect of FIND with whom Subscriber had contact, to whom Subscriber were introduced, or whose identity or contact information Subscriber learned of during the term of this Agreement (“Client”); or otherwise attempt to induce any client or account of FIND to terminate, modify or reduce such Client’s relationship with FIND.
(III) Subscriber understands that and agrees that this section 8(a) does not prohibit Subscriber from affiliating with another real estate broker or engaging in the business of a real estate broker from and after termination of this Agreement. Additionally Subscriber is not prohibited from exploiting the benefit of any customer, client, lead or other tangible or intangible asset that originated with Subscriber and without impairment to the rights of FIND whether during or after the term of this Agreement

(b) Non-Compete During Engagement

During the term Subscriber will not, individually, or in concert with others (including but not limited to, through the use of “headhunters”, recruiters or employment agencies), directly or indirectly, own, manage, operate, control, be employed (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in the business of a real estate broker any other business or product substantially similar to FIND or an affiliate of FIND.

(c) No-Disparagement

Subscriber agrees, to the fullest extent permitted by applicable law, that both during and after the term of this Agreement to the fullest extent permitted by Law, Subscriber will not orally or in writing publish or announce, through any means or medium, including but not limited digital, print, radio, television, streaming, social media or other online platforms any statements, messages or commentary however expressed concerning FIND, or its subsidiaries, affiliates, agents, principals, owners, officers and employees, representatives, its products or services that is/are negative, critical, disparaging, derogatory, defamatory or that may tend to injure the business or reputation of FIND, or its subsidiaries, affiliates, agents, principals, owners, officers employees, other representatives, products or services, whether true or not.

(d) Relief Sought

Subscriber acknowledges that FIND would be irreparably damaged if Subscriber breached this Section 8. and that in the event of a claimed violation of this Section 8. FIND may seek injunctive relief, or obtain any other provisional remedy from any court of competent jurisdiction, without the posting of any bond or other security, to prevent irreparable harm or preserve the status quo, as may be necessary in FIND’s sole judgment, to protect its rights. Subscriber understands that should FIND have to commence or defend against an action of any kind as a result of Subscribers’ breach of this Agreement, FIND shall be entitled to recover all reasonable attorneys’ fees, costs and expenses incurred regardless of which party commenced the action. In addition to all rights and remedies available at law, FIND and Subscriber agree that since it would be impractical or extremely difficult to fix actual damages. In the event the Subscriber breaches this Agreement, the Subscriber agrees to pay FIND, as liquidated damages and not as a penalty, an agreed-upon amount per breach. The parties acknowledge and agree that this amount represents a reasonable and good-faith estimate of the damages that FIND would incur as a result of such breach(es), which would be difficult to ascertain with certainty at the time of the breach.

Section 9. Termination

Unless Subscriber has subscribed for a plan that obligates Subscriber to a minimum term, Subscriber relationship with FIND as an independent contractor may be terminated by Subscriber at any time, for any reason or no reason. Irrespective of Subscriber subscribed for plan, Subscriber relationship with FIND as an independent contractor may be terminated by FIND at any time, for any reason or no reason.
Notice of termination may be delivered by email, written notice personally delivered, or sent by certified or registered mail or sent by nationally recognized overnight courier service, to FIND at its New York office or to Subscriber at Subscriber's address on record with FIND.

In the event of Subscriber termination for any reason:

(a) Subscriber will not remove the originals or copies of any listings or other documents belonging to FIND from its offices without FIND’s written permission and in no event shall Subscriber be entitled to retain or utilize any FIND proprietary information subsequent to such termination;

(b) Subscriber acknowledges that all information, files, forms, and other FIND information furnished to Subscriber or developed by Subscriber during Subscriber's engagement with FIND is the property of FIND and must be held in the strictest confidence. Subscriber will not utilize or disclose to others any “Confidential Information” (as defined in the Confidentiality Agreement) given to FIND or its representatives by any FIND client without the written permission of FIND and the client;

(c) at or prior to Subscriber's termination, Subscriber shall deliver to FIND a complete list of all uncompleted transactions no matter its stage of completion, upon which Subscriber had been working, together with the complete files on all such transactions; and

(d) subsequent to Subscriber termination, if FIND earns a commission on a transaction on which Subscriber were working prior to termination – including any offers submitted, contracts signed, etc. for properties while licensed at FIND, it shall be treated as a FIND transaction and Subscribers compensation shall be computed in accordance with FIND policy as set forth in subsection (e) below.

(e) Notwithstanding anything in the Compensation / Commission section of this Agreement or the Subscription Plan to the contrary, Subscribers commission split following a termination by Subscriber will be reduced by a ten percent (10%) administrative fee premium paid to FIND on any commission collected after termination.
For the avoidance of doubt, such administrative fee shall not apply in the event FIND terminates Subscriber. Expanding upon any definition set forth in the Subscription Plan, a transaction is originated if it is realized out of a sales or marketing lead paid for by FIND, a party introduced to Subscriber by FIND, a property shown during the term of this Agreement, or is “under contract” (which for purposes of this Agreement shall mean an “offer out”, an accepted offer, or a “contract out” and shall apply to any purchase, sale, lease, license, option or other transaction within the scope of transactions governed by this Agreement). The administrative fee is calculated as a total portion of the commission, compensation or fee that is paid to FIND or that otherwise would be paid to FIND if Subscriber had not been terminated as the real estate broker of record in connection with any transaction. No lead, customer, contract, (other than leads or customers paid for and acquired by or demonstrably originating with Subscriber) past, present or contingent, is assignable, transferable, or portable without the express written consent of FIND, in writing signed by an executive level officer of FIND and any and all title, rights, privileges, and benefits, including the right to transact or solicit business arising out of any such lead, customer, or contract shall belong, exclusively, to FIND.

(f) FIND may recoup from Subscriber (by offset of compensation, voluntary settlement or involuntary collection)

(i) any sum, advertising or otherwise, spent by FIND during the previous twelve (12) months on behalf of Subscriber or for the benefit of Subscriber,
(ii) the amount of any compensation paid during the last twelve (12) months to Subscribers assistant(s) and
(iii) any cost or expense incurred by FIND as a result of and arising out of Subscribers’ tenure with FIND. Subscriber shall not be entitled to share in any commissions or fees collected by FIND subsequent to the termination of Subscribers’ engagement with FIND, except as provided in this Section 8.

(g) To the extent that commissions or other amounts due to Subscriber at the time of termination are insufficient to satisfy Subscribers repayment obligation to FIND or to satisfy any outstanding sums owed to FIND, if any, FIND may pursue repayment through additional means, including, but not limited to, engaging the services of a collection agency or firm.

Section 10. Indemnification

FIND is not obligated to submit any claim to its insurer for coverage and reserves the right to do so in its sole and absolute discretion. To the extent that FIND’s “Errors & Omissions Insurance Policy does not otherwise cover (in whole or party) any related costs, expenses, or losses, Subscriber will indemnify, defend and hold FIND harmless from any and all claims, damages, costs, expenses, losses and liabilities, including attorneys' fees, arising from Subscribers’ willful or negligent acts, acts outside of Subscribers authority, any breach of Subscribers representations, warranties, covenants or obligations hereunder or under the Confidentiality Agreement or any breach of any other agreements or policies with FIND. FIND reserves the right to select, in its sole discretion, the attorney to provide its defense against the claim(s), which attorney, subject to applicable legal and ethical rules, may also defend Subscriber. In connection with Subscribers’ indemnification of FIND, Subscriber will provide full cooperation in connection with the defense of the claim(s), including, but not limited to, making himself, herself, or itself personally available at no cost to FIND to assist in the defense of the claim(s). FIND is not required to wait until a claim has been finally resolved or adjudicated to seek indemnity payments or contributions. Subscriber further understands that there can be no certainty that Subscribers actions will be covered by FIND’s E&O insurance, and in such case, Subscriber accepts full liability for the conduct that gives rise to any claim or action.

Section 11. Disputes

In the event of a dispute involving a Subscriber or more than one (1) Subscriber associating with FIND, FIND, its assignee or appointed designee shall have final and absolute discretion in resolution of the dispute and Subscriber agrees to comply with the final decision of FIND or its designee in any such matter and to release, hold harmless and indemnify FIND and its assignee or appointed designee from and against any claim, action or lawsuit of any kind, and any loss, judgment, cost or expense, including attorney's fees, arising out of or relating in any way to the resolution of said dispute.

The Parties agree that for any dispute arising out of matters within the scope of this Agreement, or the remedies for any breach hereof, FIND may in its discretion submit, cause to be submitted (and cause to be removed from a court otherwise having jurisdiction) the dispute to an arbitration administrator of its choosing, but may instead cause to commence an action in any court having jurisdiction over the matter. The Parties to this Agreement agree that they have every ability to take part in an arbitration and have no impediment thereto pursuant to the terms of this Agreement. The Parties agree that, if arbitration is commenced, they shall each be responsible for their own costs. For the avoidance of doubt, it is understood that FIND will not pay in any way for Subscribers attorney(s) or counsel in any arbitration. The Parties understand that if there is any conflict between the provisions of this agreement and the applicable arbitration rules, that the terms of this arbitration provision will prevail. In the event that FIND must initiate any court proceedings to enforce any of Subscribers’ covenants, promises, duties or obligations or the terms and condition of this Agreement and FIND is successful in obtaining monetary or injunctive relief in such action, Subscriber shall be liable for the payment of court costs, reasonable attorney and staff fees and incidental expenses incurred by FIND in such litigation.

Irrespective of the Jurisdiction, the exclusive venue for any court proceeding and/or arbitration shall be in New York and, particularly, in the City and County of New York. This Agreement shall be governed by the law of the state of New York.

As a material inducement to FIND entering into this Agreement, Subscriber hereby waives Subscribers’ right to participate as a representative or a member of a class in a class action related to any claim, dispute or controversy between Subscriber and FIND that in any way arises from or relates to this Agreement, the Subscription Plan, the “FIND Policy Manual” , the Confidentiality Agreement, or the services performed or performable hereunder (“Class Action Waiver”). Further, unless the Parties agree otherwise, an arbitrator resolving any dispute, claim or controversy under this Agreement may not consolidate more than one person’s claim or claims. Notwithstanding any other part of this Agreement, the validity and effect of this Class Action Waiver must be determined only by a court and not by an arbitrator.

Without limiting the scope of this Agreement, this Agreement covers all matters directly or indirectly relating to Subscribers recruitment, engagement, acts and omissions during the term of this Agreement or termination of this Agreement by FIND including, but not limited to, alleged violations of any federal, state, city or local civil or human rights law or any other local, state or federal law, regulation or ordinance; any express or implied contract; any tort or common law; any alleged obligation to pay costs, fees, or other expenses, including attorneys' fees incurred in these matters.

Section 12. Company Policies

By signing this Agreement Subscribers agrees that Subscriber is subject to, and will fully comply with, any and all policies applicable to individuals providing services to, or otherwise affiliated with FIND, including, but not limited to, any such policies prohibiting harassment and discrimination, as set forth in the FIND Policy Manual . In addition, as a condition to Subscribers access and use of the FIND website and software as well as third-party software, Subscriber agrees to execute the applicable “Terms of Use” and other terms and conditions, as may be amended from time to time.

Section 13. Miscellaneous

This Agreement and the Exhibits hereto: (a) express the Parties' entire agreement on the matters covered hereinabove; (b) supersede all prior understandings between them on such matters, oral or written; (c) shall be governed by and enforced under the laws of Jurisdiction; (d) except as otherwise expressly provided in herein, shall not be modified except in a writing signed by each party; and (e) may be executed and delivered (including by facsimile, “pdf” or other online, digital, electronic transmission) in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same fully executed agreement. The Parties acknowledge that neither of them has made any representation with respect to the subject matter of this Agreement or any representations inducing the execution and delivery hereof except such representations as are specifically set forth herein, and the Parties acknowledge that they have relied on their own judgment in entering into the Agreement. The waiver of or acquiescence in any default or breach under this Agreement, or the failure to insist upon strict performance of any obligation under this Agreement, shall not constitute a waiver of any subsequent or other such default, breach or failure. If any provision of this Agreement is held to be invalid or unenforceable, all other provisions shall nevertheless continue in full force and effect. Section 4, 5, 7, 8, 9, 10, 11, and this Section 13. will survive termination of this Agreement and Subscribers’ association with FIND.

Section 14. Definitions; References & Interpretation

Jurisdiction shall mean the U.S. State and, or City, in which Subscriber and FIND are duly licensed to conduct the business contemplated by this Agreement and which has jurisdiction over the conduct of Subscriber and FIND. Applicable Law shall mean the laws, rules, regulations within the Jurisdiction which are applicable to Subscriber and FIND in the conduct of the business contemplated by this Agreement In each Jurisdiction, the Applicable Law might use verbiage different than the verbiage used within this Agreement to describe persons, occupations, and conduct. For purposes of interpretation, the parties agree to look to Article 12-A of the New York Real Property Law for guidance.

By signing this Agreement below, (1) Subscriber agrees to be bound by its terms, (2) Subscriber acknowledges that he, she, or its authorized representative has read and understands this Agreement and the important restrictions it imposes upon Subscriber, (3) Subscriber knowingly and freely agrees to the mutual agreement to arbitrate claims which otherwise could have been brought in court, (4) Subscriber represents and warrants to FIND that Subscriber has had ample opportunity to consult with legal counsel of Subscribers own choosing to review this Agreement and understand its terms including that it places significant restrictions on Subscriber, and (5) Subscriber understands that nothing in this Agreement prohibits FIND from terminating Subscribers’ engagement at any time.

FIND INDEPENDENT CONTRACTOR AGREEMENT

Real Estate Salesperson or Associate Broker or Real Estate Licensee

[Independent Contractor Execution Page]

Agreed to and Accepted by Subscriber:

SUBSCRIBER

An Independent Contractor and

Licensed Real Estate Salesperson or Associate Broker or Real Estate Licensee

____________________

Name:

Agreed to and Accepted by FIND:

FIND Real Estate, LLC

____________________

Name: Adam Mahfouda

Title: Authorized Representative

Exhibit A

CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (“Agreement”), effective as of [Effective Date to be inserted upon approval] (the “Effective Date”) is entered into by and between the person executing this Agreement (“You”, “Your”), and FIND Real Estate, LLC (“FIND”) (collectively, the “Parties”). This Agreement is incorporated by reference into the Independent Contractor Agreement entered into between You and FIND and dated as of the date hereof (the 'ICA') and is made a part thereof for all purposes as if fully set forth therein. In consideration of Your engagement by FIND pursuant to the ICA and the covenants and agreements contained therein and herein, and intending to be legally bound hereby, the Parties agree as follows:

Confidentiality

(a) You acknowledge that during the term of the ICA, FIND may provide You or may You learn of or discover confidential, proprietary, business, employment and/or personal information or materials concerning FIND its subsidiaries, affiliates, its or their principals, owners, directors, officers, employees or representatives or its clients or customers. You agree that such Confidential Information (as defined herein) is among FIND’s most valuable assets, which You must keep confidential and protect. You represent that during the term of the ICA and at all times thereafter, You will keep all such materials and/or information confidential, and that You will not use or disclose such materials and/or information to third parties or others without the prior written consent of FIND, unless otherwise required by law.

(b) For purposes of this Agreement, “Confidential Information” means all trade secrets, know-how, computer programs (whether in source code or object code), mathematical formulae, theories, techniques, procedures, processes, strategies, plans, business plans, methods, systems, designs, open listings, exclusive listings, co-exclusive listings, co-brokerage listings, names, addresses, telephone numbers pertaining to or in connection with any such listings, the identity of and any information concerning affiliates or customers, the identity of and any information concerning suppliers, production methods and sources, marketing and sales information (including social media), information received from others that FIND is obligated to treat as confidential or proprietary, and any other technical, operating, financial, personal or other business information relating to FIND its subsidiaries, affiliates, its or their principals, owners, directors, officers, employees or representatives or its clients and customers, FIND’s past, present, contingent or prospective business, operations or finances, or the business of FIND’s affiliates, accounts, or customers that You may develop or acquire knowledge during the term of the whether prior to, during or subsequent to Your execution of this Agreement.

(c) Confidential Information shall not include (i) information that is in the public domain through no fault of the Parties hereto; (ii) information published or disseminated by FIND in the ordinary course of business expressly without restriction and (iii) information received from a third party not under an obligation to keep such information confidential and without breach by any of the Parties hereto.

(d) Except during the course of rendering services to FIND, You agree not to use or access any Confidential Information in any way, including, without limitation, (i) to compete or assist in competing with FIND (ii) to contact, either directly or indirectly, any existing or potential customers or clients of FIND or any other real estate salesperson or associate broker or real estate licensee associating with FIND; or (iii) in any way adverse to FIND or the business interests of FIND. Upon Your separation from FIND, or at the request of FIND at any time, You shall cease and desist use, publication or distribution of any Confidential Information and You agree to promptly return to FIND all Confidential Information and all copies thereof, electronic or otherwise. Subject to applicable law, You agree that FIND may, upon reasonable request and with Your cooperation, verify the deletion or removal of Confidential Information from any devices, computers, or electronic storage used to perform services under this Agreement. Subscriber agrees to promptly delete all Confidential Information from such devices at the end of the engagement and, upon request, to certify in writing to FIND that such information has been deleted or returned. Further, You agree only to use Confidential Information in the performance of Your duties under the ICA and to take all action necessary to protect Confidential Information from being disclosed to anyone other than those persons authorized by FIND.

(e) Notwithstanding the foregoing, in the event You are required by law or in any litigation or similar proceeding to disclose any Confidential Information, and provided that the request for such disclosure is proper and that the disclosure does not exceed that which is required, You will provide FIND with notice within two days of receipt of such notice and prior to making any such disclosure, so that FIND may seek an appropriate protective order. In the event of such disclosure under this subparagraph, a copy of this Agreement shall be furnished to anyone to whom such disclosure is required.

(f) You acknowledge the following:

(1) You will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret if (A) You make such disclosure in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and such disclosure is made solely for the purpose of reporting or investigating a suspected violation of law, or (B) You makes such disclosure in a complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal; and

(2) if You file a lawsuit for retaliation by an employer for reporting a suspected violation of law, You may disclose the trade secret to an attorney and use the trade secret information in the court proceeding, if (A) any document containing the trade secret is filed under seal and (B) You do not disclose the trade secret, except pursuant to court order.

Miscellaneous

(a) Interpretation and Scope of this Agreement

If a final judicial determination is made by a court of competent jurisdiction or tribunal that the scope or duration or any other restriction contained in this Agreement is overbroad or in any way unenforceable against You, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum scope and duration and to such maximum extent as such court may judicially determine to be enforceable. Alternatively, if any court of competent jurisdiction or tribunal finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

(b) Relief Sought

You acknowledge that FIND would be irreparably damaged if You breached this Agreement, and that in the event of a claimed violation of this Agreement FIND may seek injunctive relief, or obtain any other provisional remedy from any court of competent jurisdiction, without the posting of any bond or other security, to prevent irreparable harm or preserve the status quo, as may be necessary in FIND’s sole judgment, to protect its rights. You understand that should FIND have to commence or defend against an action of any kind as a result of Your breach of this Agreement, FIND shall be entitled to recover all reasonable attorneys’ fees, costs and expenses incurred regardless of which Party commenced the action. In addition, the Parties agree that since it would be impractical or extremely difficult to fix actual damages. In the event the Subscriber breaches this Agreement, the Subscriber agrees to pay FIND, as liquidated damages and not as a penalty, an agreed-upon amount per breach. The parties acknowledge and agree that this amount represents a reasonable and good-faith estimate of the damages that FIND would incur as a result of such breach(es), which would be difficult to ascertain with certainty at the time of the breach.

(c) Other Provisions

The Miscellaneous provisions set forth in the ICA are incorporated with and made a part of this Agreement. This Agreement will survive termination of the ICA, Your contract or subscription with FIND.

By signing this Agreement below, (1) I agree to be bound by each of its terms, (2) I acknowledge that I have read and understand this Agreement and the important restrictions it imposes upon me, (3) I knowingly and freely agree to the mutual agreement to arbitrate claims which otherwise could have been brought in court, (4) I represent and warrant to FIND that I have had ample and reasonable opportunity to consult with legal counsel of my own choosing to review this Agreement and understand its terms including that it places significant restrictions on me, and (5) I understand that nothing in this Agreement prohibits FIND from terminating my engagement at any time.

Agreed to and Accepted by You:

INDEPENDENT CONTRACTOR

A licensed Real Estate Salesperson or Associate Broker or Real Estate Licensee

____________________

Name:

Accepted by FIND: :

FIND Real Estate, LLC

____________________

Name: Adam Mahfouda
Title: Authorized Representative

SUBSCRIPTION PLAN

This Subscription Plan (“Subscription Plan”) is entered into by and between the Parties as defined in the Agreement, and is effective as of the date of acceptance by an authorized representative of FIND. This Subscription Plan is incorporated by reference into the Agreement between Subscriber and FIND and is subject to all terms, definitions, and conditions set forth therein.

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Core 100

Monthly Subscription Fee:

• $ 549.00

One-Time Join & Launch Fee:

• $ 249.00

Under this plan, Subscriber agrees to pay FIND a subscription fee of Five Hundred Forty-Nine Dollars ($549.00) on the first (1st) day of each calendar month. In return, FIND agrees to pay Subscriber one hundred percent (100%) of any commission actually paid to or collected by FIND in connection with the close of a transaction. Subscriber’s share of commission will be paid within thirty (30) calendar days of receipt by FIND. Subscriber may change from the Core 100 plan to the Flex 90 plan by providing notice of selection to FIND via the FIND provided platform at least five (5) calendar days prior to the end of the current billing month, and only after an initial period of ninety (90) days following first enrollment. Subscriber may only change plans one (1) time per calendar year. The new plan will commence on the first (1st) day of the subsequent month.

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Flex 90

Monthly Subscription Fee:

• $ 119.00

One-Time Join & Launch Fee:

• $ 249.00

Under this plan, Subscriber agrees to pay FIND a subscription fee of One Hundred Nineteen Dollars ($119.00) on the first (1st) day of each calendar month. In return, FIND agrees to pay Subscriber ninety percent (90%) of any commission actually paid to or collected by FIND in connection with the close of a transaction. Subscriber’s share of commission will be paid within thirty (30) calendar days of receipt by FIND. Subscriber may change from the Flex 90 plan to the Core 100 plan by providing notice of selection to FIND via the FIND provided platform at any time. The new plan will commence on the first (1st) day of the billing month following a ninety (90) day period from the date the change was requested. Subscriber may only change plans one (1) time per calendar year.

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Jumpstart 50

Monthly Subscription Fee:

• $ 119.00

One-Time Join & Launch Fee:

• $ 249.00

Under this program, Subscriber agrees to pay FIND a subscription fee of One Hundred Nineteen Dollars ($119.00) on the first (1st) day of each calendar month. In return, FIND agrees to pay Subscriber fifty percent (50%) of any commission actually paid to or collected by FIND in connection with the close of the first six (6) transactions completed by Subscriber under this program. Subscriber’s share of commission will be paid within thirty (30) calendar days of receipt by FIND. After completion and verification of six (6) closed transactions under the Jumpstart program by the Subscriber, Subscriber may change to the Flex 90 or Core 100 plan without approval, provided notice of selection is submitted via the FIND platform at least five (5) calendar days prior to the end of the current billing month. The new plan will commence on the first (1st) day of the subsequent billing month.

Subscription Plan Terms

Every Subscription Plan offered by FIND and accepted by Subscriber is subject to the following Subscription Plan Terms.

Independent Contractor Agreement

The terms and conditions of the Independent Contractor Agreement are expressly incorporated into this Subscription Plan. In the event of any conflict between this Subscription Plan and the Independent Contractor Agreement the Independent Contractor Agreement will prevail.
Subscription: Subscribers initial subscription and any subsequent subscription to any plan offered by FIND must be approved and accepted by FIND in writing. FIND Platform: The FIND Platform means access to core products and services and any and all additional products and services offered by FIND in its sole discretion. All products and services offered by FIND may be offered subject to additional costs, expenses and fees. FIND reserves the right to at any time in its sole discretion to determine which products and services constitute core products and which products and services will be made available to Subscriber with or without additional charge(s). All subscribed for plans impose a mandatory charge for Errors & Omissions Insurance charge in July of the applicable calendar year. Term: Unless approved by FIND, this Subscription Plan (and the applicable plan) is subscribed for on a month-to-month basis commencing on the first day and ending on the last day of the applicable calendar month.

Subscription Plan Changes; Application

In order to allow Subscriber a degree of flexibility that aligns with its business and while balancing FIND’s right to receive monthly Subscription Fees and the appropriate share of Commission, Subscriber may switch the selected Subscription Plan not more than one time (1X) per calendar year provided that Subscriber delivers FIND notice of its Subscription Plan selection using the Platform in accordance with the Subscription Plan terms. Subscription Plan selections will always commence on the first day (1st) of the next applicable month (after the required notice period). Except as approved by FIND, in its sole discretion, Subscription Plan changes will not be applied retroactively and FIND will pay Subscriber his or her share of Commission applying the terms and conditions of the Subscription Plan that was subscribed for when a Transaction originated. Subscriber and FIND agree that a Transaction is deemed to originate on the earliest date, no matter how remote or intangible, upon which the Transaction materializes or begins to exist as a prospective transaction by taking into account events such as, but not limited to (i) account open date, (ii) client or property referral date, (iii) lead delivery date, (iv) property introduction, intake, listing, touring or viewing, (v) buyer, seller, landlord, tenant, licensor, licensee introduction, substantial contact, or intake, (vi) offer, deal sheet / memorandum delivery, contract draft, delivery, executed or executory, (vii) or any other event taking place in the sequence of events leading to the closing of a Transaction. If at any time a dispute arises as to which Subscription Plan is applicable to a Transaction closed, FIND shall finally determine, in its sole discretion, the applicable Subscription Plan and the appropriate division of fees and payments among Subscriber, FIND and any other subscriber or third-party. As a material inducement to entering into the Agreement and to avoid disputes which are costly and time consuming to both FIND and Subscriber, FIND agrees to receive, review and consider, in good faith, any materials or information offered by Subscriber to support or challenge a final determination. Subscriber waives any and every right to dispute or contest FIND final determination.

Commission

Commission means compensation paid to FIND upon close of a Transaction. Transaction: Transaction means a purchase, sale, lease, license, exchange, or other disposition of an estate or interest in real estate or any other transaction within the scope of transactions permitted to be performed by a Real Estate Broker in accordance with Article 12-A of the New York Real Property Law. Payment; Processing Fee: All Subscription Fees are processed by Check, ACH transaction, or Credit / Debit Card. Subscriber agrees that FIND has the right to as its discretion for any reason or no reason, charge Subscriber for any and all surcharges and fees incurred by FIND in connection with Subscriber payment selection, including but not limited to a Three Percent (3%) card processing fee incurred by FIND in connection with the acceptance of credit / debit cards. Subscribers paying by check are required to make semi-annual payments in advance on January 1st and July 1st of each calendar year without the option for refund if Subscriber is terminated by choice or for any reason or no reason. Late Payment; Late Fee: If the payment of any Subscription Fee or any additional charges due from Subscriber to FIND is unpaid as of 11:59 P.M. on the fifth (5th) day following the applicable due date FIND may impose, and Subscriber agrees to pay a one-time (in each instance) late fee up to 100% of the past due balance. Late Payment; Interest Charges: If the payment of any Subscription Fee or any additional charges (including any Late Fee) due from Subscriber to FIND is unpaid as of 11:59 P.M. on the fifth (5th) day following the applicable due date FIND may impose and Subscriber agrees to pay interest charges from the applicable due date until paid, at a rate up to the highest interest rate allowable by law. Late Payment; Suspension of Services: If the payment of any Subscription Fee or any additional charges (including any Late Fee) due from Subscriber to FIND is unpaid as of 11:59 P.M. on the sixtieth (60th) day following the applicable due date (whether or not any other payment were made) FIND may suspend Subscribers right to any payments under this Subscription Plan and the Agreement and will retain One Hundred Percent (100%) of any Commission paid to FIND. Failure To Report. Subscriber and FIND stipulate that the failure by Subscriber to report a Transaction and the direct or indirect acceptance of any Commission or compensation outside of FIND will cause Subscriber to incur a penalty equal to One Hundred Twenty Five Percent (125%) of the Commission or compensation paid as liquidated damages in addition to all other damages and awards FIND is entitled to by law. Termination / Dissociation. Upon the event of a termination or dissociation by Subscriber, any Commission payable to Subscriber following a termination will be subject to (i) if closed prior to Subscriber termination, but collected by FIND after Subscriber termination, a ten (10%) administrative fee premium paid to FIND and (ii) if closed after Subscriber Termination and originated prior to Subscriber termination, subject to a ten percent (10%) administrative fee premium paid to FIND. For the avoidance of doubt, such administrative fee shall not apply in the event FIND terminates Subscriber. The premium is calculated as a percentage of the total Commission. Express Acknowledgements: Subscriber expressly warrants and represents that Subscriber has read this Subscription Plan and the Independent Contractor Agreement understands the terms, conditions, representations, warranties and covenants of each and has had an opportunity to obtain legal representation in connection with the review and negotiation of this Subscription Plan and the Independent Contractor Agreement and is voluntarily entering into this Subscription Plan and the Independent Contractor Agreement.

Commercial Deal Fee

Definition of Commercial Real Estate Transaction

For purposes of this Agreement, a “Commercial Real Estate Transaction” or “Commercial Deal” shall mean any real estate transaction that is not limited solely to a one-to-four (1–4) family residential dwelling used exclusively for residential purposes, including, without limitation:

(a) the leasing, subleasing, assignment, or renewal of office, retail, restaurant, industrial, warehouse, medical, hospitality, or other non-residential space;

(b) the sale, purchase, exchange, or transfer of commercial, industrial, retail, office, hospitality, mixed-use, or income-producing real property;

(c) any mixed-use property transaction, whether for lease or sale, regardless of the presence of residential units;

(d) multi-family properties consisting of five (5) or more residential units, whether leased or sold;

(e) the sale or lease of land intended for commercial, mixed-use, or income-producing development; and

(f) any transaction involving a business entity or property where the primary purpose is commercial use regardless of zoning classification.

For the avoidance of doubt, any transaction generating compensation customarily categorized as commercial brokerage commission shall be deemed a Commercial Real Estate Transaction under this Agreement.

Notwithstanding any plan type, commission structure, subscription tier, promotion, or other arrangement selected by the Subscriber, FIND shall collect an additional five percent (5%) fee on the gross commission earned by the Subscriber in connection with each Commercial Real Estate Transaction closed, facilitated, or otherwise participated in by the Subscriber during the term of this Agreement (the “Commercial Deal Fee”).

The Commercial Deal Fee applies uniformly to all Subscribers and is separate from and in addition to any membership fees, subscription fees, commission splits, transaction fees, or other charges payable to FIND.

No plan, promotion, incentive, or agreement shall waive, reduce, or offset the Commercial Deal Fee unless expressly authorized in writing by FIND.

Exhibit B

PHILADELPHIA BUSINESS AMENITY ADDENDUM

Where applicable, and solely with respect to Subscribers affiliated with the Company's Philadelphia operations or otherwise approved by the Company, Subscriber may also be subject to the Philadelphia Business Amenity Addendum attached hereto as Exhibit B, the terms of which are incorporated herein by reference.

This Philadelphia Business Amenity Addendum (“Addendum”) is entered into by and between FIND Real Estate, LLC (the “Company”) and the independent contractor (“Contractor”) and supplements the parties’ Independent Contractor Agreement (“ICA”).

This Addendum applies only to contractors affiliated with the Company’s Philadelphia operations or otherwise approved by the Company for participation in the Membership program described herein. Nothing in this Addendum obligates the Company to offer similar amenities in other offices, markets, or regions.

A. Optional Business Amenity: The Company may, in its sole discretion, offer Contractor access to a Fitler Club membership or similar club access arrangement (the “Membership”) as an optional business amenity. The Membership is not required for Contractor to perform services under the ICA, is not a condition of onboarding or continued affiliation, and is not a required tool, facility, or resource for Contractor’s business operations.

B. Not Compensation or Guaranteed Benefit: The Membership is offered solely at the Company’s election as a discretionary business amenity. It is not wages, salary, draw, commission, bonus, employee benefits plan participation, expense reimbursement policy, or guaranteed compensation. The Membership does not alter Contractor’s commission structure, economic arrangement, or status under the ICA.

C. Independent Contractor Status Preserved: Nothing in this Addendum shall be construed to create an employment relationship or to limit Contractor’s status as an independent contractor under the ICA. Contractor remains solely responsible for maintaining Contractor’s own independently established business, including Contractor’s own workspace, equipment, transportation, technology, marketing, insurance, tax obligations, licensing obligations, and ordinary business expenses, except as otherwise expressly stated in a separate written agreement signed by the Company.

D. Company Discretion; Modification or Termination: The Company reserves the right, at any time and in its sole discretion, to approve, deny, modify, suspend, limit, condition, or discontinue the Membership, with or without notice, and with no liability to Contractor. Without limiting the foregoing, the Company may suspend or terminate the Membership immediately due to availability limits, budget considerations, office relocation, change in workspace arrangement, change in the Company’s agreement with Fitler Club, suspected misuse, security concerns, reputational concerns, nonpayment, breach of this Addendum or the ICA, or violation of any Fitler Club rule or policy.

E. No Vested Right; No Promise of Continued Access: Contractor acknowledges that the Membership is temporary, discretionary, and revocable. Contractor has no vested, contractual, or continuing right to the Membership for any specific duration, including for the duration of the parties’ relationship under the ICA.

F. Membership Arrangement Contingency: The Membership is a temporary and discretionary business amenity offered by the Company from time to time. The Company does not guarantee the continued availability of Fitler Club access, any specific club arrangement, or any comparable amenity for any duration. The Company may modify, replace, suspend, reduce, or discontinue the Membership or any related arrangement at any time, with or without notice and without liability. The discontinuation of the Membership shall not affect Contractor’s obligations under the ICA or any other agreement with the Company.

G. Eligibility, Capacity, and Prioritization: Membership availability may be limited, capped, delayed, or waitlisted. The Company may determine eligibility and prioritization in its sole discretion based on capacity, cost, role, tenure, production, business-development use, operational need, or any other lawful business consideration. The scope, level, and type of Membership access may vary from time to time based on the Company’s arrangement with Fitler Club and operational considerations. The Company makes no representation that Memberships will be available to all contractors equally or at all times.

H. Business Use; Contractor Responsible for Charges: Unless the Company expressly agrees otherwise in writing, the Membership covers only the base membership access specifically approved by the Company. Contractor is solely responsible for all personal or incidental charges, including guest fees, food and beverage charges, parking, event fees, room reservations, lockers, wellness or fitness charges, late fees, penalties, damage charges, and any other add-on costs or expenses incurred by Contractor or Contractor’s guests or invitees.

I. Conduct; Club Rules: Contractor shall comply with all Fitler Club rules, policies, codes of conduct, reservation terms, security procedures, and usage restrictions, as they may be amended from time to time. Any suspension, revocation, restriction, charge, penalty, or loss of access resulting from Contractor’s conduct, or the conduct of Contractor’s guests or invitees, shall be Contractor’s sole responsibility.

J. No Authority to Bind the Company: The Membership does not authorize Contractor to bind the Company in any manner, incur expenses on the Company’s behalf, host events at Company expense, represent that Contractor manages or controls the premises, or hold the Membership or Fitler Club location out as Contractor’s exclusive or permanent company office unless expressly authorized by the Company in writing.

K. Confidentiality, Privacy, and Security: Contractor shall comply with all Company confidentiality, privacy, cybersecurity, data protection, and records-handling requirements while using the Membership or Fitler Club facilities. Contractor is solely responsible for protecting confidential information, client information, transaction records, login credentials, devices, and communications while on the premises or using any club-provided network or facility.

L. Non-Transferability: The Membership is personal to Contractor and may not be transferred, assigned, sublicensed, shared, or used by any third party, including assistants, employees, team members, family members, or guests, except as expressly permitted by Fitler Club rules and approved by the Company in writing.

M. Return of Access; Deactivation: Upon termination or suspension of the Membership, termination of the ICA, or the Company’s request at any time, Contractor shall immediately cease use of the Membership and return any access cards, badges, credentials, guest privileges, parking credentials, locker access, mail privileges, or other related materials. The Company may immediately deactivate any access associated with the Membership.

N. Initial Commitment Period and Reimbursement: If Contractor elects to accept a Company-sponsored Membership, Contractor agrees to remain affiliated with the Company under the ICA for a minimum of six (6) months following the Membership start date (the “Initial Commitment Period”). If Contractor voluntarily terminates the ICA, voluntarily ceases affiliation with the Company, or is terminated due to Contractor’s material breach of the ICA, material violation of Company policy, misconduct, or disciplinary termination during the Initial Commitment Period, Contractor shall reimburse the Company for the Company’s actual nonrefundable, prepaid out-of-pocket cost of the Membership allocable to the unused portion of the Initial Commitment Period, less any amount the Company avoids, recovers, or receives as a credit, refund, replacement, or mitigation. For avoidance of doubt, reimbursement shall not exceed the Company’s actual unrecovered cost, shall not include speculative damages, and shall not apply to any period after the Membership is canceled by the Company or Fitler Club. Reimbursement under this Section is intended solely as cost recovery for an elective business amenity and not as a penalty.

O. Reimbursement Exceptions: Contractor shall have no reimbursement obligation for unused months if: (a) the Company terminates the ICA without cause; (b) the Company discontinues the Membership for business reasons unrelated to Contractor’s misconduct or breach; (c) the Company relocates or changes its office arrangement so that the Membership is no longer offered; (d) Fitler Club cancels, suspends, or materially alters the Membership in a manner not caused by Contractor; or (e) the parties otherwise agree in writing.

P. Payment Timing and Setoff Authorization: Any reimbursement or other amount owed by Contractor under this Addendum shall be due within ten (10) days after written demand by the Company, unless the parties agree otherwise in writing. Contractor expressly authorizes the Company, to the fullest extent permitted by applicable law and the ICA, to offset and deduct any unpaid amounts due under this Addendum from commissions, fees, revenue shares, referral fees, trailing payments, expense reimbursements, or any other sums otherwise payable by the Company to Contractor.

Q. Indemnity for Contractor Use: Contractor shall be solely responsible for, and shall reimburse, defend, indemnify, and hold harmless the Company and its owners, managers, officers, employees, and affiliates from and against any charges, losses, costs, damages, liabilities, penalties, claims, or expenses, including reasonable attorneys’ fees, arising out of or relating to Contractor’s use of the Membership, Contractor’s guests or invitees, Contractor’s violation of this Addendum, the ICA, or Fitler Club rules, or any damage to property or injury caused by Contractor, except to the extent finally determined to have been caused by the Company’s gross negligence or willful misconduct.

R. Tax Treatment: Contractor acknowledges that the fair market value of the Membership, or any portion thereof, may constitute taxable income or reportable nonemployee compensation under applicable law. Contractor is solely responsible for obtaining independent tax advice and for paying any federal, state, or local taxes arising from the Membership. The Company makes no representation regarding the tax treatment of the Membership and may assign, value, and report the benefit in any manner the Company determines is required or appropriate under applicable tax law or reporting guidance.

S. Acknowledgment: Contractor acknowledges that the Membership is optional, discretionary, revocable, and subject to the terms of this Addendum and all applicable Fitler Club and Company requirements.

T. Incorporation Into ICA: This Addendum is incorporated into and forms part of the ICA and any related onboarding, membership, policy, or contractor agreement executed by Contractor with the Company. Contractor’s execution of the ICA, continued affiliation with the Company, acceptance or use of the Membership, or continued use of any Membership-related access or benefits shall constitute Contractor’s acknowledgment and acceptance of this Addendum.

Real Estate Salesperson or Associate Broker or Real Estate Licensee

[Independent Contractor Execution Page]

Agreed to and Accepted by Subscriber:

____________________

SUBSCRIBER

An Independent Contractor and

Licensed Real Estate Salesperson or Associate Broker or Real Estate Licensee

Name:

Agreed to and Accepted by FIND:

____________________

Name: Adam Mahfouda
Title: Authorized Representative

FIND Real Estate LLC, together with its affiliates, subsidiaries, parents, successors, assigns, and any entities operating under its trade names or doing business as FIND Group, FIND Properties, or FIND Advisors (collectively, 'FIND Real Estate Affiliates'), shall be deemed collectively referred to as 'FIND Real Estate' for purposes of this Agreement. Any rights, obligations, or representations made by or on behalf of FIND Real Estate shall apply equally to all such affiliated or related entities.