MASTER SERVICE AGREEMENT

1. SCOPE OF SERVICES

The Service Provider agrees to provide the following AI-powered real estate marketing and office automation solutions via a platform available to Keller Williams Market Center and the agent population there:

• AI-driven office specific education and technology assistance.
• Lead generation and customer engagement automation.
• Chatbot and virtual assistant integration for real estate inquiries.
• Digital and social media marketing support using AI-powered analytics.
• In-office specific tasks of calendar of events, agent directories, wifi, door codes, etc.

2. TERM AND RENEWAL

• This Agreement shall remain in effect for 12 months from date of agreement to the terms and conditions (the "Effective Date").
• This Agreement cannot be terminated by either party before the end of the 12-month term.
• This Agreement shall automatically renew at the end of the 12-month term, unless otherwise terminated. All terms and conditions will remain in effect for the new term.
• To terminate the Agreement, the Client must provide written notice within 60 days prior to expiration date.

3. CLIENT OBLIGATIONS

• Provide access to necessary MC materials and personnel for integration into AI platform.
• Ensure all content provided is accurate and adheres to real estate industry regulations, state licensing/advertising laws.
• Collaborate with the Service Provider to develop mutually beneficial AI-driven platform.

4. INTELLECTUAL PROPERTY AND DATA PRIVACY

• The AI solutions, tools, and algorithms used remain intellectual property of the Service Provider.
• The Client retains ownership of all proprietary branding and promotional content used on the AI platform.
• Both parties agree to comply with GDPR, CCPA, or other applicable data protection laws.

5. PERFORMANCE REPORTING AND SUPPORT

• The Service Provider will provide monthly performance reports detailing AI-driven analytics and agent engagement statistics.
• Dedicated support will be available via email, phone, or chat during business hours.

6. COMMUNICATIONS

The Service Provider may send transactional and service-related communications directly to agents within the Market Center, including but not limited to: platform access credentials, login links, usage reports, feature updates, and system notifications. These communications are necessary for the delivery of services outlined in this Agreement and do not constitute marketing or promotional materials.

7. CONFIDENTIALITY

• Both parties agree to maintain confidentiality of sensitive business information exchanged under this Agreement.
• This confidentiality obligation remains in effect 2 years after contract termination.

8. LIABILITY AND INDEMNIFICATION

• The Service Provider shall not be liable for indirect or consequential damages arising from the use of AI services.
• Each party shall indemnify and hold harmless the other against any claims arising from negligence, misuse of AI tools, or data breaches caused by their actions.
• The information used in the AI platform may be incorrect, outdated or not pertinent to some States or MCs. The Service Provider will attempt to correct any and all information in a timely manner but shall remain indemnified of all information found on the AI platform.

9. GOVERNING LAW AND DISPUTE RESOLUTION

• This Agreement shall be governed by the laws of New Hampshire.
• Mediation Requirement: In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the parties agree to first attempt to resolve the dispute through mediation in good faith with a mutually agreed upon mediator. Mediation shall be initiated by a written notice by one party to the other, and the parties shall meet within 30 days to select a mediator and begin the mediation process.
• If mediation does not resolve the dispute within 60 days from the mediator's appointment, then the dispute may be submitted to Hillsborough County Superior Court North in Manchester, NH for final resolution.

10. MISCELLANEOUS

• This Agreement constitutes the entire understanding between the parties.
• No modification shall be valid unless in written form and agreed to by both parties.
• This Agreement may not be assigned without prior consent from the other party.