Lever Terms of Service  

Effective Date: May 22, 2024

PLEASE REVIEW THESE TERMS CAREFULLY. BY SUBMITTING A LEVER PLATFORM ORDER FORM, JOINING LEVER OR OTHERWISE USING THE LEVER SERVICES, YOU ACCEPT THESE TERMS. ONCE ACCEPTED BY YOU, THESE TERMS BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND LEVER. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT: (i) SUBMIT A LEVER PLATFORM ORDER FORM, (ii) JOIN LEVER, OR (iv) USE THE LEVER SERVICES.

RECEIPT BY A LEVER AGENT OF LEADS OR REFERRALS FROM OJO HOME LLC ARE SUBJECT TO (1) THE MOVOTO SELECT NETWORK STANDARD TERMS AND CONDITIONS WHICH ARE EXPRESSLY INCORPORATED INTO THESE TERMS; AND (2) YOUR SUPERVISING BROKER ACKNOWLEDGING AND AGREEING TO BE BOUND BY THE MOVOTO SELECT NETWORK STANDARD TERMS AND CONDITIONS (WHICH CONSTITUTES A COOPERATIVE BROKERAGE REFERRAL AGREEMENT BETWEEN OJO HOME LLC AND YOUR BROKER PURSUANT TO 12 U.S.C. §2607(c)(3) AND 12 CFR § 1024.14(g)(1)(v).

1. General.
2. Welcome and our Agreement. Welcome to Lever! Lever by Movoto is a leverage platform from Movoto exclusively optimized for individual real estate agents and designed to assist agents in personal and professional growth and results through proven systems, tools, and models while still building and maintaining your own brand. These terms and conditions of service (these “Terms”) and any accompanying Lever Platform Order Form submitted by you to us (the “Order Form”) govern the provision of services by us to you (the Terms together with the Order Form are referred to herein as the “Agreement”). Specifically, these Terms govern: (i) your participation in Lever (the “Lever Membership”); and (ii) your use of any Lever Tools (defined below) including any of our phone-based, text-based and email services, any other desktop or mobile websites, including subdomains, or platforms through which we make our services available, any application program interfaces provided by us (an “API”) and all associated services (collectively, the “Lever Services”). In these Terms, “we”, “us”, “our”, or “Lever” refers to OJO Home LLC (dba Lever by Movoto) and its affiliated companies with a business address of 1007 S. Congress, Building 9, Suite 400, Austin, Texas 78704, and the terms “you”, “your” and “user” will refer to the real estate agent participating in Lever (the “Participating Agent”) during the Term.
3. Lever Policies. Your use of the Lever Services is subject to our policies, guidelines, procedures, rules and regulations, including, but not limited to, all terms and conditions set forth in any handbook, standard codes of conduct, privacy policies, acceptable use policies, data security, and similar policies applicable to you that we may implement and modify from time to time (individually, a “Policy” and collectively, “Policies”). The Policies are incorporated herein by reference. We reserve the right to terminate this Agreement if you are in violation of these Terms or any Policy.
4. These Terms are a Binding Agreement; Modification of Terms. By joining Lever, or by otherwise using the Lever Services, you agree to be bound by these Terms, as updated from time to time. We may modify these Terms by posting revised Terms on our website(s) including, without limitation, any mobile site from time to time without providing notification. All changes to the Terms are effective immediately as of the date such updated Terms are posted on our website(s). You are responsible for regularly reviewing these Terms and any applicable changes, as they are binding on you. Continued participation in the Lever program or use of any aspect of the Lever Services after any changes take effect will constitute your acceptance of such changes. Unless stated otherwise, any new features or enhancements to the current Lever Services shall be subject to these Terms in addition to any Terms that may be applicable to particular parts of the Lever Services.
5. These Terms Replace Any Prior Written Agreement. By submitting a Lever Platform Order Form, continuing your participation in the Lever program and/or continuing to use the Lever Services, you agree that these Terms shall replace and supersede any prior or contemporaneous understandings, agreements, negotiations and communications, both written and oral, and any written agreement entered into by you and Lever (or any predecessor of Lever) prior to the Effective Date of these Terms is hereby amended and restated in its entirety and is replaced by these Terms.
6. Your Consent to Receive Emails, Calls and Text Messages. By joining the Lever program and/or using the Lever Services, you agree and expressly consent to receive communications, including, but not limited to, email messages, phone calls, push notifications, and text messages from us and our affiliates and partners. By joining the Lever program and/or using the Lever Services, you expressly authorize Lever, its affiliated companies and its partners and each such entity’s employees, contractors and software (collectively, “Service Provider(s)”) to communicate with you by email, phone and text at the email address and/or wireless phone number provided or any other email address or number that you may provide in the future. You understand that message and data rates may apply to text messages based upon the terms of your wireless service provider contract. You also agree that methods of contact may include pre-recorded messages, use of auto-generated email or text messages or an automated telephone dialing system, even if you’ve registered that number on a Do-Not-Call registry. In the regular course of our service to you, we may monitor and record telephone conversations made or received by our employees or partners. You agree that we will have this right with respect to all telephone conversations between you and our employees or partners, whether initiated by you or any of our employees or partners. If you do not consent to receive these emails, texts or calls, do not join the Lever program or use the Lever Services or provide your information to us.
7. Links to Third-Party Sources. The Lever Services may contain offerings from or links to third-party websites or resources. Such third-party resources may be subject to different terms and conditions and privacy practices. Lever is not responsible or in any way liable for the availability or accuracy of such third-party services, or the content, products or services available from such third-party services.
8. Lever Program Membership.
9. General. Subject to and conditioned on Participating Agent’s compliance with the terms and conditions of this Agreement, including maintaining an active, current Lever Subscription and being current in all Transaction and Referral Fees payable to Lever, Lever agrees to make available, and Participating Agent agrees to participate in, the Lever program for real estate agents (the “Lever Program”).
10. Lever Program Admission Requirements. When joining the Lever Program, you represent and warrant that: (i) you are a real estate salesperson or broker with a current and valid real estate license in the state(s) where you practice; (ii) you are a member of each local Board of REALTORS® where you practice in good standing; (iii) you have completed at least 3 residential real estate transactions prior to joining; (iv) you can exhibit a working practical knowledge of real estate transactions; (v) you are not actively a member of a real estate team and have no agreements in place with any real estate sales team; (vi) all information that you have submitted to Lever in connection with your application for Lever Membership is true, accurate and complete; and (vii) at all times in the past, you have complied with all federal, state and local laws and regulations (including, but not limited to, all fair housing and email and telephone laws and regulations such as the Do Not Call Registry and TCPA compliance) and all brokerage policies and local board of realtor and state real estate commission policies, laws and regulations. Any inaccuracy in the representations in the previous sentence could result in the Participating Agent’s removal from the Lever Program. Lever reserves the right to waive or modify these admission requirements for any individual at any time in any particular instance in its sole discretion.
11. Lever Program Continuing Participation Requirements. While participating in the Lever Program, you will: (i) maintain at all times current and valid real estate license(s) as a real estate salesperson and/or broker in the state(s) where you practice; (ii) maintain your membership in each local Board of REALTORS® where you practice in good standing at your own expense; (iii) provide to Lever (and not change or remove such credentials) all credentials and passwords required to operate your internal CRM and other systems so that Lever may provide the Lever Services; (iv) be responsible for your own fees payable to your associated brokerage; (v) be responsible for all expenses relating to your continuing education, conventions and seminars which you choose to attend; (vi) comply with all federal, state and local laws and regulations (including, but not limited to, all fair housing and email and telephone laws and regulations such as the Do Not Call Registry and TCPA compliance) and all brokerage policies and local board of realtor and state real estate commission policies, laws and regulations. You agree to promptly notify Lever if any action or inaction occurs that would make any of the representations above untrue. Any inaccuracy in the representations in the first two sentences above could result in the Participating Agent’s removal from the Lever Program. Lever reserves the right to waive or modify these program participation requirements for any individual at any time in any particular instance in its sole discretion.
12. Your Commitments to the Lever Program. While you are participating in the Lever Program, you agree to:

Business Growth and Development Commitments

• participate in weekly training and development and attend a minimum of one group coaching or training session weekly
• participate in a weekly group training session each Friday from 9AM - 10AM PST
• attend at least one Scripts Practice weekly
• weekly lead generation and lead conversion to appointments as set forth in your Lever Accountability Plan (your LAP)
• have your LAP in place within one week of launching
• send completed and up to date LAP weekly no later than Thursday evening at 5:00PM PST.

Customer Service Commitments

• check email and voicemail messages often and respond immediately
• reliably follow through with all appointments and other commitments
• make quick initial contact with buyer and seller leads and maintain daily/weekly follow-up with notes added to your chosen CRM database. Maintain your lead flow dashboard when applicable
• write offers/purchase/listing agreements for buyers and sellers
• communicate with clients and oversee escrow timelines, inspections and other transaction activities for buyers and sellers.

Lead Generation and Management Commitments

• become proficient in using and applying the systems, tools, scripts, strategies and techniques for lead capture, lead conversion and effective client service and representation developed and provided by Lever
• provide to Lever (and not change or remove such credentials without notifying Lever) all credentials and passwords required to operate your internal CRM and other systems so that Lever may provide the Lever Services;
• input all or provide all new leads or new contacts or notes with existing leads to the database team to input into your database within 48 hours of contact with the lead in question
• regularly update lead generation notes in your chosen CRM
• understand that lead distribution varies based on location, market conditions and availability
• In order to participate in lead generation, you must:
  • turn in your LAP weekly
  • regularly attend development calls; and
  • have your database at least 70% tagged

Specific lead generation platforms may also require minimum conversion standards. In the event these requirements are not met, you will be eligible (at your Lever’s Practice Manager’s discretion) to continue to participate in other areas of Lever support without access to lead generation.

1. Your Cooperation; Transaction Coordinators. You shall at all times during your participation in the Lever Program and thereafter provide all cooperation and assistance as Lever may reasonably request (including access and credentials for your CRM and all other systems required to provide the Lever Service) to enable Lever to exercise its rights and perform its obligations under and in connection with these Terms. You agree that during the Term you will use transaction coordinators (TCs) either provided by Lever or approved by Lever for all real estate transactions.
2. Your Compliance with Law. You shall, and cause each of your employees to, at all times comply with all federal, state, and local laws, ordinances, regulations, and orders that are applicable to the operation of your business and to this Agreement and your performance hereunder. Without limiting the generality of the foregoing, you shall at all times, at your own expense, obtain and maintain all certifications, credentials, authorizations, licenses, and permits necessary to conduct your business relating to the exercise of its rights and the performance of its obligations under this Agreement. You shall comply with all industry-specific laws and regulations applicable to you and your business, including, but not limited to, the following: the Fair Housing Act, Title VIII Civil Rights Act of 1968, 42 USC 3600, et seq; the Telephone Consumer Protection Act (TCPA); the Telemarketing Sales Rules (TSR); the CAN-SPAM Act of 2003; the Federal Telemarketing Sales Rules, including the provision relating to the NATIONAL DO NOT CALL REGISTRY (16. C.F.R. Part 310); the California Consumer Privacy Act of 2018 (CCPA); the California Privacy Rights Act of 2020 (CPRA); the California Online Privacy Protection Act (CalOPPA); the Dodd-Frank Wall Street Reform and Consumer Protection Act; Section 5 of the FTC Act; the Consumer Leasing Act; the Electronic Fund Transfer Act; the Alternative Mortgage Transaction Parity Act; the Equal Credit Opportunity Act; the Fair Credit Reporting Act; the Fair Debt Collection Practices Act; the Home Mortgage Disclosure Act; the Real Estate Settlement Procedures Act; the Secure and Fair Enforcement for Mortgage Licensing (SAFE) Act; the Truth in Lending Act; the Gramm-Leach-Bliley Act; and Section 626 of the Omnibus Appropriations Act of 2009. If you receive an inquiry or complaint related to the Lever Services that falls under the TCPA, the TSR, the CAN-SPAM Act of 2003, the DO NOT CALL REGISTRY provisions, the CCPA, the CPRA, the CalOPPA, or any similar federal, state, or local statute or regulation for providing information that was procured through fraud, identity theft, or any illegal or illicit means, you shall, within twenty-four (24) hours of receipt of such a request, notify Lever of such inquiry, complaint, or request and cooperate in any investigation as the parties may deem appropriate.
3. Code of Conduct. Lever believes that all people deserve to be treated equally and with respect, regardless of their race, ethnicity, nationality, class, religion, belief, sex, language, sexual orientation, gender identity, age, health or other status. Lever chooses to work with professionals who both share these values and embody them in their interactions with consumers, our employees, and other professionals. In the event we determine, in our discretion, that you are not upholding these values, we may take action to ensure the integrity of the Lever Services, including ceasing to provide the Lever Services to you and terminating your Agreement with us. We may also, in our discretion, cease providing the Lever Services to you and terminate your Agreement with us in the event that you are charged with or convicted of a crime, or we otherwise believe that your participation in the Lever program could harm the reputation and/or good standing of the services offered by Lever or its affiliated companies.
4. Use Restrictions. You may not use the Lever Services for any purposes beyond the scope granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any person to: (i) copy, modify, or create derivative works of the Lever Services or any material created by Lever, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Lever Services; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Lever Services, in whole or in part; (iv) remove any proprietary notices from the materials provided to you by Lever or used in connection with the Lever Services; (v) input, upload, transmit, or otherwise provide to, through or in connection with the Services, any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code; (vi) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Lever Services or Lever’s provision of services to any third party, in whole or in part; (vii) access or use the Lever Services for purposes of competitive analysis of the Lever Services, the development, provision, or use of a competing product or any other purpose that is to Lever’s detriment or commercial disadvantage; or (viii) use the Lever Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
5. Effect of Your Failure or Delay. If Lever’s performance of its obligations under these Terms is prevented or delayed, in whole or in part, by any act, performance, failure to perform, or omission of the Participating Agent, Lever shall not be deemed in breach of its obligations under these Terms or otherwise liable for any costs, charges, or losses sustained or incurred by you to the extent arising directly or indirectly from such prevention or delay.
6. Lever Program Components. Lever will support your personal and professional growth and business results while you build and maintain your own local brand through proven systems, tools and models, including:

• Lever to provide private customized weekly group training and development every Friday 9 AM - 10 AM PST
• accountability and goal tracking to support Agent’s goals outlined in your LAP
• weekly Lever Scripts Practice
• group and one-on-one training, as needed
• a custom first 100 days strategy session with an accompanying action plan to jump-start your business
• access to Lever’s online custom training video library
• administrative support for your practice, including:
  • database management;
  • marketing campaigns and support;
  • lead generation campaigns; and
  • transaction management
• custom Lever marketing assets and database campaigns customized to your business
• contact management through tagging and customized CRM touch plans
• transaction management for residential Leases, Buyers, and Sellers and Investors
• qualified lead distribution when agent expectations are consistently met
• database marketing, touch campaigns, social media assets and customizable client communication
• listing and buyer presentations with proven success
• closed transaction advertising, including a targeted touch system to stay in touch with past clients and generate referrals
• custom built brand guidelines for your business designed to inform your consistent marketing assets and efforts

Lever reserves the right to fit the marketing effort and third-party expenses on any listings to match the expected Transaction Fees to be received by Lever in the particular Transaction (such as a land or mobile home transactions).

4. Lever Marketing and Database Support. For the Lever Program to be most effective, it is recommended that you provide Lever access (credentials) to your current CRM/database as of the date you join Lever. During the Term, Lever will market to this database with Lever-approved marketing and touches. Any leads sourced or acquired from marketing to your database will be returned to you for follow-up. If you leave Lever, your original CRM/database will be returned to you. You also agree not to change any passwords/credentials without prior notice to Lever.

Alternatively, if you choose not to have Lever manage your current CRM/database as of the date you join Lever, you will still have access to Lever marketing assets, but you will be responsible for sending all marketing campaigns and touch plans to your own database.

5. Lever Tools. Subject to and conditioned on your compliance with these Terms, Lever hereby grants to the Participating Agent a limited, non-exclusive, non-transferable, revocable license to access and use certain technology for the Lever program (the “Lever Tools”) during the Term. Such use is limited to your internal use. This license shall immediately terminate upon the earlier of (a) the end of your participation in the Lever program; or (b) upon any expiration or earlier termination of this Agreement. You acknowledge that (a) the Lever Tools and related information are protected by intellectual property laws; and (b) except as expressly granted in this Agreement, you are not acquiring any rights in any Lever intellectual property. You shall not(a) sell, transfer, or disclose the Lever Tools to other persons or entities; or (b) provide log-in information or a sublicense to any other person or entity for use of the Lever Tools. ACCESS TO THE LEVER TOOLS AND THE LEVER SERVICES THEMSELVES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, LEVER MAKES NO WARRANTY OF ANY KIND THAT THE LEVER SERVICES OR LEVER TOOLS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.
6. Fees and Payment Terms.
7. Fees. In consideration of the provision of the Lever Services by Lever and the rights granted to you under this Agreement, you shall pay Lever the monthly subscription fees (the “Subscription Fee”) and a Transaction Fee from all closed real estate transactions as set forth on the applicable Order Form, and as applicable, Referral Fees, (the Subscription Fee together with the Transaction Fee(s) and Referral Fee(s), the “Fees”), as follows:

(i) Subscription Fees. For purposes of the Subscription Fee, you authorize Lever to automatically charge your payment method (as may be updated by you from time to time) periodically for each subscription or billing period until the Lever Services are terminated in accordance with this Agreement. By authorizing recurring payments, you authorize Lever to process such payments as either electronic debits or fund transfers, or as electronic drafts from the designated bank account (in the case of Automated Clearing House or similar debits), as charges to the designated card account (in the case of credit card, debit card, or similar payments) (collectively, “Electronic Payments”). Customer is responsible for any merchant service transaction processing fees. If any payment is returned unpaid or if any credit card, debit card, or similar transaction is rejected or denied, Lever or its service providers reserve the right to collect any applicable return item, rejection or insufficient funds fee to the maximum extent permitted by applicable law and to process any such fees as an Electronic Payment or to invoice you for the amount due;

(ii) Transaction Fees. As compensation for Lever’s providing the Lever Services to Participating Agent, in the event that any Participating Agent client (“Client”) (i) closes on the purchase, sale, purchase and sale or lease of residential real estate during the Term or (ii) enters into a contract for the purchase, sale, purchase and sale or lease of residential real estate during the Term, even if such closing occurs after the end of the Term (a “Transaction”), then Participating Agent will pay to Lever a fee (the “Transaction Fee”) equal to the Transaction Fee Percentage (as defined below) of the Gross Commissions (as defined below) on all such Transactions. Also for the avoidance of doubt: (a) a single closed real estate transaction can include both the buy-side and sell-side, and in such cases the Transaction Fee shall be due and payable from each side of a Transaction. “Gross Commission” is the gross amount that your broker/brokerage is eligible to receive from a Participating Agent client’s Transaction as stated in the closing statement or lease agreement(s) for such Transaction, including any bonuses paid to an agent for client-side real estate brokerage services and real estate agency services of any and all real estate transactions (including subsequent lease commissions on a property purchased or sold); provided that, if you close a Transaction via a referral to you where you owe a referral fee to a third-party, Gross Commission will be reduced by such third-party referral fee. The “Transaction Fee Percentage” is 25%; provided, that, the Transaction Fee Percentage shall be reduced if Participating Agent achieves, in a 12-month period, either of the following (a) transaction number or (b) transaction volume (based on closing price) targets:

* Transaction number excludes land, mobile home and lease transactions.

The Transaction Fee owed to Lever from closed real estate transactions will be included as a Transaction Fee on the Closing Statement for each such closed real estate transaction (buy-side, sell-side, both sides, land and lease transactions) and paid directly from the closing table by the title company or other person or entity handling the closing of the applicable real estate transaction. If you receive a referral fee from a referral that you make to another agent, you will not owe a Transaction Fee to Lever from such referral (and such transaction will not count toward any reduced Transaction Fee Percentage.; and

(iii) Referral Fees. Referral Fees owed to Movoto pursuant to Referrals received by you from Movoto will be subject to the Movoto Standard Terms and Conditions and its applicable fees and payment terms. If a Referral Fee is paid to Movoto with respect to a closed real estate transaction side, no Transaction Fee for such closed real estate transaction side will be owed to Lever.

Lever may recoup any unpaid or past due Subscription Fees, Transaction Fees or Referral Fees from any closed real estate transaction in addition to the Fees owed to Lever for such closed real estate transaction.

You acknowledge and agree that you are responsible for the full amount of applicable Fees, plus any applicable taxes, for each billing period during the Term, even if you do not use the Lever Services during the billing period or use the Lever Services for only a portion of the billing period. Lever reserves the right to cease Lever Services or to suspend or terminate your Lever Membership if you are not in good standing or have any outstanding amount of Fees overdue.

1. Fee Increases. You agree that OJO may increase its fees specified in the Lever Platform Order Form upon prior written notice to you, effective as of the beginning of the immediately following renewal Term.
2. Late Payments. If you fail to make any payment of Fees when due, without limiting Lever’s other rights and remedies: (i) Lever may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) you shall reimburse Lever for all costs incurred by Lever in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for five (5) days or more, Lever may suspend your access to any portion or all of the Lever Services until such amounts are paid in full.
3. Taxes. All Fees and other amounts payable by you under this Agreement are exclusive of taxes and similar assessments. You shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by you hereunder; any such taxes, duties and charges currently assessed or which may be assessed in the future, that are applicable to the Lever Services provided under this Agreement are for your account, and you hereby agrees to pay such taxes; provided, that, in no event shall you pay or be responsible for any taxes imposed on, or with respect to, Lever’s income, revenues, gross receipts, personnel, real or personal property, or other assets.
4. Nonrefundable; No Deductions or Setoffs. Any payments made by you to Lever shall, once they are paid, not be refundable nor creditable for any reason whatsoever, unless otherwise expressly agreed by the parties in writing. Furthermore, all amounts payable to Lever under this Agreement shall be paid by you to Lever in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
5. Fee Claims Time-Barred. To the fullest extent permitted by law, you waive all claims related to Fees unless claimed by written notice to Lever within sixty (60) days after the payment of such Fees (without prejudice to your credit card issuer rights).
6. Our Auditing Rights and Your Required Records. You agree to maintain complete and accurate records during the Term and for a period of three (3) years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. Lever may, at its own expense, on reasonable prior notice, periodically inspect and audit your records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that you have underpaid Lever with respect to any amounts due and payable during the Term, you shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 6(c). Such inspection and auditing rights will extend throughout the Term of this Agreement and for a period of three (3) years after the termination or expiration of this Agreement.
7. Agent Referral Bonus.
8. Refer an Agent to Lever.   If you refer a real estate agent to the Lever Program (a “Referred Agent”), subject to the rest of this Section 7, you can earn quarterly bonuses based on the Referred Agent’s quarterly Qualified Transaction (defined below) volume as follows:

1. Referral Process. The Referred Agent must list you as the referring agent in their initial Lever Membership order form and must not be a current or former member of Lever or have previously been referred to Lever by another Lever agent. Referred Agent must be a licensed real estate agent, meet all other Lever program requirements and be admitted into the Lever Program, each as determined by Lever in its sole discretion.
2. Quarterly Referral Bonus Requirements. In order to receive a Quarterly Referral Bonus, you must be a member of Lever in Good Standing. “Good Standing” is defined as a current Lever member with all subscription and transaction fees owing to Lever current at all of the following times:

(1) the date of the referred agent’s application for Lever Membership;

(2) the last day of the calendar quarter in question, and

(3) the date that the Quarterly Referral Bonus for a prior calendar quarter is to be paid to you.

A “Qualified Transaction” must be:

(1) a residential buy-side or sell-side transaction (land and rentals/leases are excluded and dual agency representation shall only count as one transaction);

(2) generated by your Referred Agent who is also a Lever member in Good Standing.

(3) that closes in the applicable calendar quarter; and

(4) Lever has received its Transaction Fee from such transaction.

A transaction may only be counted as a Qualified Transaction by one Lever member; provided that if a Referred Agent represents the buyer and another Referred Agent represents the seller, each may count as a Qualified Transaction by the referring member. Any determinations regarding whether a Lever Member is in Good Standing and/or whether a transaction is a Qualified Transaction shall be made by Lever in its sole discretion.

1. Quarterly Referral Bonus Payment. Lever will endeavor to pay quarterly bonuses within 60 days after the end of each calendar quarter. If you have any unpaid subscription or transaction fees, Lever may offset any Quarterly Referral Bonus earned against such outstanding amounts. Payment will be tendered either directly by the Company or via a partner program.
2. Miscellaneous. Referred Agent relationships are not transferable by you or by the Referred Agent. Employees of OJO Holdings Corp and its affiliates and subsidiaries are not eligible to participate in the referral program or receive Quarterly Referral Bonus payments. Quarterly Referral Bonuses may be taxable to you and you are solely responsible for any tax thereon. In order to receive any Quarterly Referral Bonus payment from Lever, you must have provided Lever with a signed IRS Form W-9 containing the necessary tax reporting information. Lever reserves the right to interpret, modify or terminate this Agent Referral Program at any time in its sole discretion.
3. Term and Termination
4. Term. The initial term (the "Initial Term") of this Agreement begins on the Program Start Date specified in the Lever Platform Order Form and will continue in effect for the period of time indicated on the Lever Platform Order Form and, if not indicated, for a period of twelve (12) months after the date that Services are first made available to you (the “Start Date”). The Initial Term is non-cancellable by you after the first 30 days following the Program Start Date (the “30-day Period”). If you cancel the Lever Services during the 30-day Period, you will owe Lever for any unpaid Monthly Fee and any Transaction Fees earned by Lever during the 30-day Period. If you have pre-paid Lever for any Monthly Fees for a multi-month period and cancel the Lever Services during the 30-day Period, Lever will refund to you the amount that you paid to Lever less $199 for the first month of the Lever Services within 60 days of your cancellation. After the Initial Term, this Agreement will automatically renew for additional successive periods equal to the immediately preceding expiring term period (each, a “Renewal Term'' and, together with the Initial Term, the "Term").
5. Termination. Lever may terminate this Agreement, effective on written notice to you: (i) if you fail to pay any amount when due hereunder, and such failure continues more than five (5) days after our delivery of written notice thereof to you; or (ii) for any or no reason at all. During any Renewal Term, you may cancel this Agreement by providing Lever with 90 days’ prior written notice. Either party may terminate this Agreement, effective on written notice to the other party, if the other party breaches this Agreement, and such breach: (i) is incapable of cure; or (b) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach. Your breach of this Agreement shall be deemed a breach of all agreements with Lever or its affiliated companies and any breach by you of any other agreement between you and Lever or its affiliated companies shall be deemed a breach of this Agreement. Lever and its affiliated companies reserve the right to exercise any and all remedies available to them under any agreement, including Lever’s and its affiliated companies’ right to terminate any or all agreements with you.
6. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, you shall immediately discontinue use of the Lever Services. No expiration or termination will affect your obligation to pay all Fees that may have become due before such expiration or termination or entitle you to any refund. Your obligation to pay Transaction Fees and Referral Fees on closed transactions shall survive any termination of this Agreement and, with respect to Referrals, shall continue until the expiration of any applicable Referral Tail Period under the Movoto Standard Terms of Service.
7. This Section 8(d) and Sections 6 (Fees and Payment Terms), 10 (Warranty Disclaimer), 11 (Indemnification), 12 (Limitation of Liability), 13 (Miscellaneous), and any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, will survive any termination or expiration of this Agreement.
8. Communication and Notices. All notices must be in writing and will be deemed given only when sent by first class mail (return receipt requested), hand-delivered or sent by documented overnight delivery service to the party to whom the notice is directed. at its address on file with Lever for Participating Agent and to the following for Lever:

OJO Home LLC (dba Lever by Movoto)

1007 S Congress

Building 9, Suite 400

Austin, Texas 78704

Attn: Legal Department

You may change your address for notices by sending a change of address notice using this notice procedure.

10. WARRANTY DISCLAIMER. LEVER PROVIDES THE SERVICES “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE,” AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH THE PARTICIPATING AGENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LEVER AND ITS SUPPLIERS MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. LEVER, ITS LICENSEES, AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING (A) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (B) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (C) WARRANTIES OR CONDITIONS OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE. LEVER STRICTLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.

Without limitation, Lever makes no warranty that the Lever Tools and/or the Lever Services or use thereof will: (a) meet your or any other person’s requirements, (b) operate without interruption, achieve any intended result, (c) be compatible or work with any software, system, or other services, or (c) be secure accurate, complete, free of harmful code, or error free. Without limiting the foregoing, Lever makes no guarantee regarding positioning, levels, quantity, quality, or timing of: (i) availability and delivery of any leads; (ii) lead quality; (iii) lead volume; or (iv) conversions or other results for any subscription.

11. Indemnification.
12. Lever Indemnification.

(i) Lever shall indemnify, defend, and hold harmless Participating Agent from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Participating Agent resulting from any third-party claim, third-party suit, third-party action, or third-party proceeding (“Third-Party Claim”) that the Lever Services or any use of the Lever Services in accordance with this Agreement, infringes or mis-appropriates such third party’s US intellectual property rights, provided that Participating Agent promptly notifies Lever in writing of such Third-Party Claim, cooperates with Lever, and allows Lever sole authority to control the defense and settlement of such Third-Party Claim.

(ii) If a Third Party-Claim is made or appears possible, Participating Agent agrees to permit Lever, at Lever’s sole discretion, to (A) modify or replace the Lever Tools and/or Lever Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Participating Agent to continue use the Lever Tools and/or Lever Services. If Lever determines that neither alternative is reasonably available, Lever may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Participating Agent.

(iii) This Section 11(a) will not apply to the extent that the alleged infringement arises from: (A) use of the the Lever Tools and/or Lever Services in combination with data, software, hardware, equipment, or technology not provided by Lever or authorized by Lever in writing; (B) modifications to the Lever Tools and/or Lever Services not made by Lever; (C) any customer created content (“Customer Content”); or (D) any third-party products.

1. Participating Agent Indemnification. Participating Agent shall indemnify, hold harmless, and, at Lever’s option, defend Lever and its affiliated companies from and against any Losses resulting from or arising out of any Third-Party Claim that: (i) the Customer Content, or any use of the Customer Content in accordance with this Agreement, infringes or mis-appropriates such third party's intellectual property rights; and (ii) alleging Customer's: (A) negligence, gross negligence, or willful misconduct; (B) breach of this Agreement, the Lever Platform Order Form, or any other applicable terms and conditions, including but not limited to the Movoto Standard Terms of Service and policies; or (C) violation of federal, state, local or any other laws or regulations, including without limitation local and state-level real estate rules applicable to Participating Agent; provided that Participating Agent may not settle any Third-Party Claim against Lever or its affiliated companies unless Lever consents to such settlement, and further provided that Lever will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
2. SOLE REMEDY. THIS SECTION 11 SETS FORTH PARTICIPATING AGENT'S SOLE REMEDIES AND LEVER’S AND ITS AFFILIATED COMPANIES’ SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
3. Limitation of Liability.
4. NO CONSEQUENTIAL OR INDIRECT DAMAGES. IN NO EVENT WILL LEVER OR ITS AFFILIATED COMPANIES BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER LEVER OR ANY OF ITS AFFILIATED COMPANIES WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
5. MAXIMUM LIABILITY. IN NO EVENT WILL LEVER’S AND ITS AFFILIATE COMPANIES’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO LEVER UNDER THIS AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $10,000, WHICHEVER IS LESS.
6. General Provisions.
7. Amendment and Modification; Waiver. Lever may change or update the terms of this Agreement at any time without liability to the Participating Agent. Lever will provide you with notice of any material updates to this Agreement. Notices for material updates to the terms of this Agreement will be given by sending the Participating Agent an email, text message, posting a notice in the Lever Tools, or as otherwise may be practicable in Lever’s discretion. Following such notice, your continued use of the Lever Services on or after the date the updated version of this Agreement is effective and binding, as indicated at the top of this Agreement, constitutes your acceptance of the updated version of this Agreement. The updated version of this Agreement supersedes all prior versions. If you do not agree to the updated version of this Agreement, you must stop using the Lever Services immediately. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. Lever further reserves the right to change or discontinue any or all of the Lever Services at any time with notice to Participating Agent.
8. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
9. Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Texas. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder may be instituted exclusively in the federal courts of the United States or the courts of the State of Texas in each case located in the city of Austin and County of Travis, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
10. WAIVER OF JURY TRIAL. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY ORDER FORM, EXHIBITS, SCHEDULES, AND APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (II) IT HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) IT MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND (IV) IT HAS DECIDED TO ENTER INTO THIS AGREEMENT IN CONSIDERATION OF, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
11. Assignment. You may not assign any of your rights or delegate any of your obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prif
12. Equitable Relief. You acknowledge and agree that a breach or threatened breach by you of any of your obligations under Section 5 (Use Restrictions) would cause Lever and its affiliated companies irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, Lever will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
13. Force Majeure.   In no event shall Lever or its affiliated companies be liable to Participating Agent, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Lever’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, pandemic, epidemic, government-mandated shutdown, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.