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Agent Terms



TERMS AND CONDITIONS



IMPORTANT: PLEASE REVIEW THE ARBITRATION AGREE SET FORTH BELOW CAREFULLY, AS IT
WILL REQUIRE YOU TO RESOLVE DISPUTES WITH THE AGENCY AND OTHER PARTIES ON AN
INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION.




1. LICENSURE.

The Agency Brokerage ("Broker") is a duly licensed real estate broker in the
jurisdiction(s) in which The Agency provides real estate brokerage services. You
represent that you are a duly licensed real estate broker or salesperson in the
jurisdiction in which you perform such services. You are authorized to solicit
clients only for residential properties and must seek the permission of The
Agency to engage in the marketing or selling of commercial or new development
residential properties. The Agency and you each warrant that all times during
the term of this Agreement they shall maintain such license in good standing and
shall perform their duties arising hereunder in compliance with all applicable
laws in the jurisdiction in which each party performs their duties hereunder
(“Applicable Law”) (including but not limited to, in the case of New York, the
Real Property Law of the State of New York). You shall hold only one valid
license as an associate real estate broker or real estate salesperson under
Applicable Law (including, in the case of New York, Article 12A of the New York
State Real Property Law), unless otherwise agreed to by The Agency, in writing.
The Agency shall, during the term of this Agreement, hold such license and be
named thereon.



2. CONFIDENTIALITY.

During the course of your association with The Agency, you may acquire
information related to (i) listing files, (ii) sales files, (iii)
correspondence, (iv) papers, (v) documents, (vi) records, (vii) client
information, (viii) computer data and content and (ix) other materials and
information maintained by The Agency. You agree that this information in
addition to the terms of this Agreement, all financial, business, legal and
technical information that you develop, learn or obtain, or that are received by
or for The Agency in confidence, constitute Proprietary Information. You will
hold in strict confidence, and exercise all reasonable precautions to prevent
unauthorized access to, and not disclose (except as required by law) or, except
in performing the independent contractor services for The Agency, use any
Proprietary Information. However, Proprietary Information will not include
information that you can document is or becomes readily publicly available
without restriction through no fault of yours. Upon termination and at The
Agency's request at any other time, you will promptly return to The Agency all
materials and copies containing or embodying Proprietary Information, except
that you may keep a personal copy of your compensation records and this
Agreement, and you agree to, upon The Agency’s request, certify to The Agency
your compliance with the foregoing. You also recognize and agree that you have
no expectation of privacy with respect to The Agency's telecommunications,
networking or information processing systems (including, without limitation,
stored computer files, email messages and voice messages) and that your
activity, and any files or messages, on or using any of those systems may be
monitored at any time without notice.



3. COMPENSATION.

The Agency will pay you commission for your gross sales, pursuant to the terms
and conditions set forth in the ICA and payable in accordance with The Agency’s
Agent Finance Policy. The Agency shall not withhold any portion of your
commissions for income taxes (federal, state, or local), payroll taxes, or any
other taxes levied by any taxing authority, all in accordance with Section 3508
of the Internal Revenue Code. The Agency has the right to offset any amounts due
to The Agency against any commissions or other amounts due to you. Similarly,
The Agency reserves the right to offset any commission or other amounts due to
you by any expenses, repayment obligations, or offsets due to The Agency. Upon
termination, you shall submit to The Agency a list of your pending transactions
for which you seek a commission.



4. LEGAL ACTION TO COLLECT DISPUTED COMMISSION.

In the event that it is necessary to initiate a lawsuit to collect disputed
commissions, the final decision as to whether or not such a lawsuit should be
initiated and the selection of attorneys shall be made by The Agency alone. Any
agreement to settle a disputed lawsuit shall be the responsibility and decision
of The Agency. 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 litigations, the attorneys’ fees shall be shared equally by you
and The Agency. You shall have the option to decline to participate in such
legal action, should it ever occur. In such event, you shall be liable for no
share of the expenses and will thereby forfeit any right to share in the
proceeds of the collection.



5. TERMINATION OF PARTICIPATION.

Except as described in the “Termination Payments” section immediately below, you
shall have no rights to earn any commissions or bonuses from The Agency after
the Termination Date. For purposes of these Terms, the “Termination Date” means
the date that (1) your affiliation with The Agency terminates for any reason or
(2) you transfer to a position within The Agency that is not eligible to receive
compensation under the ICA (i.e. a position where you are no longer actively
selling).



6. TERMINATION PAYMENTS.

All listings generated from Inbound and RSD leads (as defined in the Policy
Manual) shall remain the property of The Agency after your Termination Date. In
the event that The Agency agrees to release the listing, The Agency shall be
owed 35% of the gross commission for the transaction. In the event you complete
this transaction with another brokerage, you agree to direct 35% of the gross
commission to The Agency. All Repeat & Referral listings (as defined in the
Policy Manual) shall remain the property of The Agency after your Termination
Date. In the event that The Agency agrees to release the listing, The Agency
shall be owed 25% of the gross commission for the transaction. In the event you
complete this transaction with another brokerage, you agree to direct 25% of the
gross commission to The Agency.



All renters and buyers generated from Inbound and RSD leads shall remain the
property of The Agency after your Termination Date. In the event that The Agency
agrees to allow you to continue working with the renter or buyer, The Agency
shall be owed 25% of the gross commission for any transaction consummated within
a 12 month period of the Termination Date. In the event you complete this
transaction with another brokerage, you agree to direct 25% of the gross
commission to The Agency. All renters and buyers generated from Repeat &
Referral business will remain property of Agent and not subject to any expense.



All commissions for transactions originating prior to the Termination Date and
closing after the Termination Date shall be paid at the lesser of a 40% split or
Agent's split less 10%. For the avoidance, of doubt, if an offer has been made
on behalf of a buyer or renter or received on behalf of a seller prior to the
Termination Date, the commission shall be deemed originated and paid at the
lesser of a 40% split or Agent's split less 10%, regardless of any exceptions
within the ICA. In addition, The Agency may recoup against these transactions
any Incentives paid to you, other than Agent Split.



7. EMPLOYMENT STATUS.

Your primary duties at The Agency shall be real estate sales and rentals. You
and The Agency agree that you will be treated and categorized as an independent
contractor for all purposes. Nothing contained herein shall be construed to
create an employer-employee relationship between you and The Agency. You are
engaged as a qualified real estate agent as such term is construed under Section
3508 of the Internal Revenue Code, and as an independent contractor associated
with The Agency. You shall be treated as an independent contractor and not as an
employee of The Agency for federal, state or local tax purposes or for
unemployment insurance and workers’ compensation coverage. You shall be
responsible for the payment of all required taxes and for the provision of any
required workers’ compensation insurance. You shall not be eligible for
unemployment insurance in connection with the services performed hereunder, as
both you and The Agency agree that the conditions for exclusion from
unemployment are met. For the avoidance of doubt, you are not entitled to any
benefits provided by The Agency to The Agency’s employees. In order to enhance
and maintain your knowledge and professionalism, you may attend training
workshops and sales meetings provided by Broker, but your attendance shall be
entirely optional.



8. AGENT’S SSN/TIN.

Agent consents to The Agency obtaining Agent’s Social Security number (SSN)
and/or taxpayer identification number (TIN) from The Agency’s third-party
payroll provider and consents to The Agency using Agent’s SSN and/or TIN, in
each case, to meet The Agency’s federal or state reporting requirements,
including for purposes of preparing and issuing an IRS 1099 Form to Agent.
Except for the foregoing-described reasons, Agent’s SSN/TIN or any portion
thereof will not be used in the conduct of The Agency’s business.

Agent’s SSN/TIN shall be securely stored in electronic format on
authorized-access computers only and, when stored in physical format, shall be
stored in a physically secure location to protect its confidentiality. Only
persons who have a legitimate business reason consistent with the foregoing will
have access to Agent’s SSN/TIN on The Agency’s behalf. The Agency shall retain
Agent’s SSN/TIN for only so long as required to comply with its federal or state
reporting requirements.




9. COMPLIANCE WITH APPLICABLE LAW & CODES OF CONDUCT.

You agree to comply with all: (i) federal, state, and local laws and
regulations, including but not limited to laws and regulations pertaining to the
real estate brokerage and sales business; and (ii) applicable codes of ethics,
standards of professional responsibility, and other applicable codes of conduct
pertaining to real estate brokers and salespersons.



10. MEMBERSHIP IN REAL ESTATE BOARD.

You agree to become and remain a member in good standing of the local real
estate board, as may be required in your jurisdiction. You shall comply with all
obligations of such membership, including any Code of Ethics. Any fines levied
by a real estate board on your behalf will be your sole responsibility,
regardless of whether they are billed to you individually or to The Agency as
broker.



11. LISTINGS.

Any listings you may represent are subject to The Agency’s approval and remain
the property of The Agency as the broker of record. All listing agreements,
commission agreements, co-brokerage agreements or any other agreement which may
bind The Agency must be signed by The Agency’s President or its broker of
record. You may not sign such agreements and you shall not act in a manner so as
to cause any person to believe that you have the authority to bind The Agency to
such agreement.



12. ADVERTISING SUBJECT TO BROKER APPROVAL.

All advertising, including direct mail, flyers, brochures and internet ads used
in connection with your real estate activity must display the name of The Agency
and the text, format and appearance of such advertising material shall be
subject to the prior approval of The Agency. The Agency may pay the cost of
advertising properties at The Agency’s discretion.



13. COMPETITION.

During the term of this Agreement, and for the period of twelve (12) months
following termination of services rendered under this Agreement (for any or no
reason, whether voluntary or involuntary), you shall not directly or indirectly:
(i) induce, solicit, divert, or attempt to induce, solicit, or divert from The
Agency any employee or any person providing services to, or on behalf of, The
Agency, or influence any such person to no longer serve as an employee or
provide services to, or on behalf of, or for, The Agency; (ii) solicit any past,
present or prospective customer, vendor, supplier or other business partner of
The Agency; or (iii) act in any capacity in or with respect to any commercial
activity which competes, or is reasonably likely to compete, with any business
that The Agency conducts, proposes to conduct or demonstrably anticipates
conducting within the City of New York, State of New York, the rest of the
United States, or anywhere else in the world, provided that, following
termination of this Agreement, acting as a real estate salesperson or broker or
as the manager of real estate brokers and agents within a real estate brokerage
shall not be deemed a violation of this section. You shall be free to engage in
outside employment subject to the terms of this Agreement. The foregoing time
frames shall be increased by the period of time from the commencement of any
violation of the foregoing provisions until such time as you have cured such
violation.



14. NON-DISPARAGEMENT.

During the term of this Agreement and following termination of services rendered
under this Agreement (for any or no reason, whether voluntary or involuntary),
you will not directly or indirectly make, or cause to be made, any statements,
observations, or opinions, or communicate any information (whether oral or
written), that disparages or is likely in any way to harm the reputation or
legitimate business interest of The Agency, its customers, users and/or Business
Partners.



15. WARRANTY.

You represent and warrant that: (i) entry into this Agreement and performance of
your obligations arising hereunder do not infringe, misappropriate, or violate
any obligation or duty (whether legal, contractual, fiduciary, or otherwise) to
any person or entity; and (ii) you have full legal authority to enter into this
Agreement and perform real estate brokerage services hereunder.



16. THE AGENCY INTELLECTUAL PROPERTY.

The Agency shall be the exclusive owner of all artwork, service marks, symbols,
signage, logo marks, word marks, or names representing The Agency’s services or
brand, and your services or brand (to the extent created by The Agency or its
representatives), and all artwork, designs, logos, graphics, trademarks, and/or
service marks and copyrights relating thereto, including any inventions,
creations, discoveries, computer programs, software, computer coding, data,
and/or tools, developments, technology, designs, and innovations which are made,
conceived, designed, reduced to practice, or written by The Agency, solely or
jointly with others or under its direction, and any and all related patents,
copyrights, trademarks, trade names, and other intellectual property rights
(collectively, “The Agency IP”). You agree to take all actions necessary to
assist The Agency in prosecuting, registering, perfecting, recording, or
enforcing its rights in any The Agency IP.




17. RESTRICTIONS ON AGENTS

You represent and warrant that you are not a party to any agreement or subject
to any policy applicable to you that would prevent or restrict you from engaging
in activities competitive with the activities of your former employer or broker
or from directly or indirectly soliciting any employee, client or customer to
leave the employ of, or transfer its business away from, your former employer or
broker, or if you are subject to such an agreement or policy, you have complied
and will comply with it, and your agent-broker relationship with The Agency does
not violate any such agreement or policy. You further confirm that you will not
remove or take any documents or proprietary data or materials of any kind,
electronic or otherwise, with you from your current or former employer or
broker, or use such documents, data, or materials in connection with your
agent-broker relationship with The Agency, without written authorization from
your current or former employer or broker. If you have any questions about the
ownership of particular documents or other information, discuss such questions
with your former employer or broker before removing or copying the documents or
information. You agree to indemnify and hold the Broker harmless for any
liability the Broker may incur as the result of your breach of any of the
foregoing.




18. AMENDMENT AND TERMINATION OF INCENTIVE TERMS.

The determinations of The Agency with respect to your Incentive (as such term is
defined in the ICA) shall be final and binding. The Agency reserves the right to
modify, rescind or terminate the terms of your Incentive in whole or in part, at
its sole discretion, and nothing herein limits this right in any way or creates
any rights of future participation in Incentive terms or any sales incentive
plan, or constitutes any guarantee of compensation or affiliation with The
Agency. Any modification to Incentive terms may only be made in a writing signed
by a duly authorized representative of The Agency and such modification shall be
effective ten (10) days following written notification to you.



19. AMENDMENT GENERALLY.

These Terms and Conditions (“Terms”) and the ICA (together with the Terms, the
“Agreement”) supersede and replace any prior agreements, representations or
understandings (whether written, oral, implied or otherwise) between you and The
Agency and constitute the complete agreement between you and The Agency with
respect to your performance of services as an independent contractor of The
Agency, subject only to The Agency’s Policy Manual. Capitalized terms used in
the Terms but not defined herein shall have the meaning given to such term in
the ICA or Policy Manual. The Agency may revise these Terms at any time by
updating this page on the website and in such event your continued use of the
website and/or provision of services hereunder following such modification shall
constitute your acceptance of such updated Terms. Please refer to the “Last
Updated” legend at the bottom of this page to see when these Terms were last
revised.



20. DISPUTES; ARBITRATION AGREEMENT; INDEMNIFICATION.

The terms of this Agreement and the resolution of any disputes as to the
meaning, effect, performance or validity of this Agreement or arising out of,
related to, or in any way connected with, this Agreement, your affiliation with
The Agency or any other relationship between you and The Agency (the “Disputes”)
will be governed by New York law, excluding laws relating to conflicts or choice
of law. In any action or proceeding to enforce or interpret this Agreement, the
prevailing party will be entitled to recover from the other party its costs and
expenses (including reasonable attorneys' fees) incurred in connection with such
action or proceeding and enforcing any judgment or order obtained.



You agree that you are required to resolve all Disputes by arbitration as set
forth below. More specifically, you and The Agency agree that any Dispute up to
$25,000 in value shall be settled by binding arbitration administered by
FairClaims (www.FairClaims.com) and not in a court of law, in accordance with
the FairClaims Arbitration Rules & Procedures effective at the time a claim is
made. Rules and judgment on the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof. The arbitration shall be
governed by the laws of the State of New York. The prevailing party of such
arbitration shall be entitled to an award of reasonable attorneys’ fees. The
parties agree to split all FairClaims fees evenly. You consent to electronic
service of process, with service to be made to the email address The Agency has
on file for you. Except as may be required by law, neither a party nor an
arbitrator may disclose the existence, content, or results of any arbitration
hereunder without the prior written consent of both parties. EACH PARTY WAIVES
THE RIGHT TO A JURY TRIAL.



Any arbitration or court trial of any claim hereunder will take place on an
individual basis without resort to any form of class or representative action.
EACH PARTY WAIVES THE RIGHT TO LITIGATE IN COURT OR ARBITRATE ANY CLAIM OR
DISPUTE AS A CLASS ACTION, EITHER AS A MEMBER OF A CLASS OR AS A REPRESENTATIVE.



You shall indemnify, defend, and hold harmless The Agency from any and all
claims, damages, and liabilities, including attorneys’ fees, arising from your
willful or negligent acts or omissions, acts outside of your authority, or your
breach of this Agreement.



21. SURVIVAL.

These Terms shall survive the termination of the ICA. Following the Initial
Term, The Agency’s Policy Manual shall supersede all Incentives offered in the
ICA unless otherwise expressly stated in the ICA. Notwithstanding the foregoing,
after the Initial Term, the non-Incentive provisions of the ICA will
automatically renew for successive 1-year terms unless otherwise terminated in
accordance with the terms of the ICA.



22. SEVERABILITY.

If any provision of this Agreement as applied to any party or to any
circumstance shall be adjudged by a court to be void and unenforceable, the same
shall in no way affect any other provision in this Agreement, or the validity or
enforceability of the Agreement as a whole.



Last Updated: September 13, 2022






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