Membership

ZINCASA, INC.
MEMBER AGREEMENT

This Membership Agreement (the “Agreement“) is made between ZinCasa, Inc. (“ZinCasa”), a Delaware Corporation, and the undersigned member (the “Member“). This Agreement is made because Member wishes to receive and ZinCasa wishes to provide iBuyer (Instant Offer) services and programs defined herein.

In this Agreement, the terms “you” and “your” refer to the Member.

In this Agreement, the terms “Company”, “ZinCasa” and “ZinCasa, Inc.” shall all refer to ZinCasa, Inc., a Delaware Corporation.

  1. Partner Member Services

    Your ZinCasa Partner Membership includes:

    1. A white-labeled iBuyer – Instant Offer solution to empower Members with the ability to offer consumers a cash offer option on the sale of their home. Note: ZinCasa will be buying the properties with the agent as the consumer’s guide throughout the process.
    2. A custom branded and personalized lead generation website for the Member to promote the “Instant Offer” option, collect leads from prospective home sellers visiting the site, and to facilitate the process of providing the consumer with a cash offer on behalf of ZinCasa.
    3. A back-office cloud-based solution (“Z-box”) for staying up-to-date and connected to each subject Member property during renovation in preparation for listing the property for resale.
    4. Essential marketing materials and tools to help the Member promote and sell each listed property once renovated (“Z-kit”) to include:

      • A professional photography package
      • A virtual tour
      • Social media posts
      • Social media ads
      • A property website
      • Marketing brochures/flyers
      • Just Listed postcards
      • A blast email template
    5. All leads received on the ZinCasa website or app on properties procured and/or listed with the Company.
    6. World-class lead generation strategies, training, and coaching to help increase and grow the Member’s business.
    7. Use of the ZinCasa state-of-the-art marketing center for omni-channel property marketing, prospecting and stay-in-touch marketing to help the Member obtain more leads, close more sales and keep customers for life.
  2. Membership Dues

    This Member agrees to pay the membership dues as specified herein. The aforesaid dues shall be paid by the Member either monthly or annually beginning on the first day of the month following the Effective Date of this Agreement, and then every month or year thereafter (“Due Date”). Payment shall incur a 5% finance charge on the overdue amount if not received by Company within 5 business days of the Due Date, and every month thereafter, if paid monthly. If paid annually, the Member shall incur a 5% finance charge on the overdue amount if not received by Company within 5 business dates of the Due Date, and every year thereafter. After one year from the first day of the month following the Effective Date, this membership Agreement will automatically renew and continue and the Member will be charged on a month-to month basis at then applicable dues rates until the Member or Company cancel in accordance with the terms of this Agreement. If paid monthly, the dues shall be U.S. Ninety-Nine Dollars ($99.00 a month). If paid annually, the dues shall be U.S. Seven Hundred Twenty Dollars ($720.00) or $60 a month. The dues may be paid by the Member in U.S. dollars via business check, certified funds, credit card or electronic payment or wire. The membership dues are subject to change on a yearly basis.

    **Beta Members refer to Membership Addendum attached**

  3. Term

    This Agreement shall be effective commencing on the “Effective Date”, which shall be defined as the last date that the Company and the Member sign this Agreement, and shall remain in effect for twelve (12) months. This Agreement shall auto-renew for an additional twelve (12) months, unless the Company terminates the Agreement at an earlier date, or the Member notifies the Company in writing at least thirty (30) days prior to the end of the then term.

  4. Member Obligations

    The Member agrees that they will attend and complete a training program within fourteen (14) days of the Effective Date of this Agreement, always act in good faith when representing the Company and conduct themselves in an ethical manner.

    Furthermore, the Member shall have the following duties in order to remain a Member in good standing under the terms of this Agreement:

    1. Take the required onboard training provided at the time of membership within fourteen (14) days of the Effective Date, as referenced above.
    2. Actively promote the Instant Offer option via their ZinCasa powered website, marketing collateral, and at each listing appointment.
    3. Submit at least four (4) buying opportunities per Agreement year to ZinCasa (the first day being the Effective Date).
    4. Conduct all business in a professional and ethical manner and comply with all of the legal and ethical obligations of the Member’s profession.
    5. Do not share any training materials with non-members.
    6. Refrain from sharing inappropriate, inaccurate, or offensive content to any/all membership forums and discussions, as shall be reasonably determined by the Company.
    7. For each listing referral they receive, the Member agrees that they will:

      1. Provide a detailed CMA/BPO (“Broker Price Opinion”) to the Company within 24 hours of the application being received by the Member from the Seller.
      2. Provide the Company with contact information for three (3) contractors and/or home inspectors that can provide repair quotes for a Property (“Property” shall be defined as the particular property that the Member has referred to the Company as a buying opportunity or the particular property which the Company has referred to the Member as a listing).
      3. Update the Company on listing activity, showing feedback, open house activity, and offer status of a Property.
      4. Conduct at least four (4) 2-hour open houses within the first month of listing a property.
      5. Present all offers on a property to the Company within four (4) to six (6) hours of receipt of an offer on a Property;
      6. Provide the Company with contact information for three (3) painting contractors, three (3) carpet and/or flooring contractors, three (3) reliable contractors that are able to perform ‘handyman’ services, and one (1) junk removal company.
      7. Provide the Company with contact information for two (2) professional real estate photographers.
      8. Provide the Company with contact information for two (2) escrow companies.
      9. Provide the Company with contact information for two (2) title companies.
      10. Provide the Company with contact information for two (2) NDH companies.
      11. List the Property on the MLS and all syndicated partner sites within 24 hours of receiving a signed listing agreement for the Property.
      12. Send the Company a copy of all signed listing agreements within 24 hours of said listing agreements being signed by the Member and the seller of the Property (or authorized party entitled to sell the Property).
      13. Complete all the necessary state required documents and/or disclosures for the listing agreement, buyer broker agreement and/or purchase and sale agreement.
      14. Coordinate the closing with the Seller, escrow and/or title company, and all other parties to the transaction, and facilitate the closing of the Property, as required per state and federal laws and professional duties of care.
  5. Company Obligations

    Company agrees to provide the Member with the following:

    1. A timely instant offer for purchase for each approved Property referred to the Company by the Member, which shall be defined as the Company providing a letter of intent to the agent, after the Member provides all required information pursuant to the terms of this Agreement to the Company (“Instant Offer”). The aforesaid Instant Offer shall be presented by the Member to the seller of the Property, and once negotiated and finalized and after all inspections, the Member shall put together an offer to purchase the Property which shall include all requisite real estate board forms, addendums, and disclosures. The Company shall sign the aforesaid offer to purchase the Property which offer shall then be submitted by the Member to the seller of the Property for signature and full ratification.
    2. Contact Information and home data supplied by the Seller as completed on the Company website or mobile application.
    3. A signed copy of the agreement of purchase and sale for the respective Property.
    4. A Z-Kit for each listing as described in Section 1 may be updated from time to time for each respective Member listing.
    5. Any leads received by the Company website or mobile application on properties procured and/or listed with the Member.
  6. Status of Independent Contractor

    This Agreement does not constitute a hiring by either party. It is the party’s intentions that Member shall have an independent contractor status and not be an employee for any purposes. Member shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by the Member unless specifically authorized in writing. Member shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing.

    This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by the Member unless specifically authorized in writing.

  7. Compensation

    1. Member shall receive from the Company a commission of 1% of the sales price of the Property, on the successful closing of the referred subject property, provided that the Member meets all of the requirements of this Agreement and the terms of the purchase and sale contract.
    2. After the referred Property is prepared for sale, the Company shall refer to the Member the listing, at which time a listing agreement will be signed by both parties referencing a commission of 1.5% of the sales price.
    3. Compensation may change if agreed upon by both Member and Company.
  8. Liability

    1. The Member shall indemnify and hold the Company harmless against all damages, losses, and costs, including third-party claims, arising from or pertaining to this Agreement and any listing agreements or buyer/broker agreements that said Member may enter into pursuant to the terms of this Agreement. The Member shall also indemnify the Company for any tangible or intangible damage that might happen to them while participating in the membership with the Company and any tangible or intangible damage that may occur subsequently as a result of participation in the aforesaid membership.
    2. The Member agrees that the Company cannot guarantee any results from their membership. Any negative or positive results that might occur during the membership are the result of the Member’s own personal choices, and the Company shall be indemnified and not held responsible for any of the said results.
  9. Non-Disclosure of Trade Secrets, Customer Lists, and other Proprietary Information

    1. The Company will not share any contact or personal information about the Member with other members, non-members, or any third parties.
    2. Member agrees not to disclose or communicate, in any manner, either during or after the Member’s agreement with the Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or another form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of the Company. Independent Contractor understands that any breach of this provision, or that of any other Confidentiality and Non-Disclosure Agreement, is a material breach of this Agreement.
  10. Membership Termination

    The Company has a right to terminate the Member’s membership with no notice if any of the terms and the conditions of this Agreement are violated. The Member can terminate their membership at any point and for any reason and will not be charged for their next billing cycle. Upon termination of this Agreement by either party, the Member’s access to all the benefits of this Agreement shall be shut off immediately.

    1. Member agrees not to disclose or communicate, in any manner, either during or after Member’s agreement with Company information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or another form of proprietary information of Company. Member acknowledges that the above information is material and confidential and that it affects the profitability of the Company.
    2. Member understands that any breach of this provision, or that of any other breach within the Confidentiality and Non-Disclosure Agreement, is a material breach of this Agreement.