Coordination Services
Terms of Use

Section 1 - Services

1.1 Scope of Service. The Client hereby acknowledges scope of the Services provided shall be limited to the Appendix A – Scope of Provider Services and the Parties agree this Agreement shall govern all orders of Services placed today and all subsequent orders at future dates at the time of order.

1.2 Start of Service. The Client acknowledges and accepts the Provider’s Services shall be on an as-ordered basis and commence within one business day upon the following items being completed:

• the Client successfully places an online order from their account at agentup.com or places an order via email and receipt of the order request email has been confirmed by the Provider;
• the Provider has added a valid and current payment method on file, which shall be validated by successfully processing a $1.00 charge which shall be applied to the balance of the Client’s order;
• the Client provides all items in Appendix B – New Order Checklist, via email OR via phone with their assigned transaction coordinator or account manager.

1.3 Service Assignments. The Provider may assign any staff, employees, contractors, or those of its subsidiaries or affiliates that the Provider deems fit and capable in the provision of the Services to the Client. The Provider will make a good faith effort to provide the Client with a single contact to work with for the entire duration of each transaction and each transaction shall be overseen by a senior transaction coordinator.

1.4 Service Location. Provider will render the Services anywhere the Provider considers appropriate to the type and nature of the work required to complete the Services. It is agreed between the Parties that the work shall be performed remotely and no on-site or physical presence shall be required of the Provider.

1.5 Operating Hours. The provider’s office hours are Monday-Friday 9:00 AM to 6:00 PM EST. Any emails or phone calls received outside of normal business hours will be returned the next business day in the order in which they were received.

Section 2 - Client Obligations

2.1 Cooperation. For the duration of the Services, the Client hereby agrees to cooperate with the Provider for anything the Provider may reasonably require to carry out the Services. The Client agrees to provide any information and/or documentation needed by the Provider relevant to the fulfillment of the Services and shall obligate any staff or agents of the Client to operate with and assist the Provider as the Provider may need.

2.2 Timely Performance. The Parties hereby acknowledge and agree that in matters relating to the Services time is of the essence in most circumstances and the Parties shall make a good faith effort to reply to each other’s requests within one business day. Notwithstanding any provision to the contrary, any dates, periods or times specified by the Provider in the Agreement are estimates only.

2.3 Account Access. The Client hereby warrants they are the authorized and true account holders to any third-party logins shared with the Provider and that the Client has authority to grant the Provider access to their systems as requested by the Client to assist in the administration of the Client’s business in accordance with Appendix A – Scope of Provider Services.

Section 3 - Service Fees & Billing

3.1 Service Fees. The Parties agree the fee for the ordered Services on a per property, per side basis, where a side represents the buyer agent or the seller agent of a given real estate transaction, shall follow the pricing on the Providers website at agentup.com/pricing as displayed on the date of any order is placed. Additionally, the following fees may apply where applicable:

• Extended Closing Fee: Each TC file which is not a new construction building and remains active over 60 days from the offer date on the purchase and sale agreement, or for new construction files which remain open after 180 days, shall automatically incur an additional fee of $30 per additional 30 days the file remains open at no fault of the Provider.
• Post-Due Diligence Termination Fee: There shall be a one-time, non-refundable $75 termination fee if a purchase and sales agreement is terminated at no fault of the Provider after the property buyer’s post-due diligence period has passed.

3.2. Payment Terms. The Client agrees to pay for Services on the following schedule:

• Listing Coordination shall be paid in full at the time of purchase.
• Transaction Coordination – $1.00 is due at the time of order. The Client agrees any outstanding balance shall be automatically charged to the Client’s preferred payment method on file on the date of closing.

3.3 No Close, No Pay Guarantee. Excluding the initial $1.00 payment to place a TC order and the fees outlined in Sections 3.1 above, the Provider shall not charge the Client any additional fee for a transaction which is terminated before the post-due diligence period has been completed, the ‘No Close, No Pay Guarantee’.

3.4 Sales Tax. Any and all charges payable under this Agreement are exclusive of taxes, surcharges, or other amounts assessed by local, state or federal governments. Taxes imposed upon or required to be paid by Client or Provider shall be the sole and exclusive responsibility of each, respectively. When and where required the Provider shall collect sales taxes as required by tax authorities in each jurisdiction in which the Provider is located.

3.5 Payment Methods. The Client shall issue payment via ACH transfer or via credit card. All payments made by credit card may incur a 3% surcharge on the Client’s invoice at the sole discretion of the Provider.

3.6 Non-Payment Penalties. If the Client’s payment method fails at the time of billing and subsequently fails to pay any outstanding balance over 15 days in arrears, the then outstanding balance shall begin to accrue interest charges at the rate of 3% interest per month on the outstanding balance at the end of each month. Any balance of the Client may be sent to collections after 90 days of non-payment. The Client acknowledges and agrees upon non-payment the Provider may immediately restrict access to its online platforms and all future services may be halted until payment is collected in full. The Provider shall deliver all documents in their current state to the Client upon request at the time of restriction, but shall have no further obligation to the client.

Section 4 - Confidentiality & Trade Secrets

4.1 Confidentiality. Each Party hereby acknowledges and agrees that they and the other party each possess certain non-public Confidential Information (as hereinafter defined) and may also possess Trade Secret Information (as hereinafter defined) (collectively the “Proprietary Information”) regarding their business operations and development. The Parties agree that the Proprietary Information is secret and valuable to each of their respective businesses, and the Parties have entered into a business relationship, through which they will each have access to the other party’s Proprietary Information. Each of the Parties desires to maintain the secret and private nature of any Proprietary Information given. “Receiving Party” refers to the Party that is receiving the Proprietary Information and “Disclosing Party” refers to the Party that is disclosing the Proprietary Information.

4.2 Definition. Confidential Information refers to any information which is confidential and commercially valuable to either of the Parties. The Confidential Information may be in the form of documents, techniques, methods, practices, tools, specifications, inventions, patents, trademarks, copyrights, equipment, algorithms, models, checklists, samples, software, drawings, sketches, plans, programs or other oral or written knowledge and/or secrets and may pertain to, but is not limited to, the fields of research and development, forecasting, marketing, personnel, customers, suppliers, intellectual property and/or finance or any other information which is confidential and commercially valuable to either of the Parties. Confidential Information may or may not be disclosed as such, through labeling, but is to be considered any information which ought to be treated as confidential under the circumstances through which it was disclosed.Confidential Information shall not mean any information which:

• is known or available to the public at the time of disclosure or became known or available after disclosure through no fault of the Receiving Party;
• is already known, through legal means, to the Receiving Party;
• is given by the Disclosing Party to third parties, other than the Receiving Party, without any restrictions;
• is given to the Receiving Party by any third party who legally had the Confidential Information and the right to disclose it; or
• is developed independently by the Receiving Party, and the Receiving Party can show such independent development.

4.3 Trade Secrets. Trade secret information shall be defined specifically as any formula, process, method, pattern, design or other information that is not known or reasonably ascertainable by the public, consumers, or competitors through which, and because of such secrecy, an economic or commercial advantage can be achieved.

4.4 Non-Disclosure. Both Parties hereby agree they shall:

• Not disclose the Proprietary Information via any unauthorized means to any third parties throughout the duration of this Agreement and the Parties’ relationship with each other;
• Not disclose the Proprietary Information via any unauthorized means to any third parties throughout the duration of this Agreement and the Parties’ relationship with each other;
• Not disclose the Trade Secret Information forever, or for as long as such information remains a trade secret under applicable law, whichever occurs first, to any third party at any time;
• Not use the Confidential Information or the Trade Secret Information for any purpose except those contemplated herein or expressly authorized by the Disclosing Party.

4.5 Non-Solicitation. The Client hereby agrees to not solicit for hire or otherwise contract, form a partnership or any business entity, affiliate relationship or any other relationship in which monetary value is exchanged for services, with any current or future employee or contractor of the Provider for a period of one year beyond the last date of employment of each staff member with the Provider. Likewise, the Provider hereby agrees to not solicit for hire or otherwise contract, form a partnership or any business entity, affiliate relationship or any other relationship in which monetary value is exchanged for services, with any current or future employee or contractor of the Client for a period of one year beyond the last date of employment of each staff member with the Client.

Section 5 - Warranties, Disclosures & Liability

5.1 Warranties. The Provider represents and warrants that it will perform the Services using reasonable care and skill for a Provider in their field and that any end products or materials given by the Provider to the Client under the terms and conditions of this Agreement will not infringe on or violate the intellectual property rights or any other right of any third party.

5.2 Competition Disclosure. The Provider (and/or their employees, agents, representatives) shall be free to provide Services or engage in any form of activity (including, but not limited to, any business, investment or financial activities) whether for themselves or on behalf of or to other organizations, companies or individuals who are or are potentially direct or indirect competitors of the Client.

5.3 Limitation of Liability. Except in cases of death or personal injury caused by either party’s negligence, either party’s liability in contract, tort or otherwise arising through or in connection with this Agreement or through or in connection with the completion of obligations under this Agreement shall be limited to Fees paid by the Client to the Service Provider. To the extent it is lawful, neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including without limitation any economic loss, data loss, loss of goodwill, or other loss of turnover, profits, or business.

5.4 Indemnity. Client hereby agrees to indemnify the Provider, and all of Provider’s agents, employees, and representatives, and those of its subsidiaries, against any and all damage, liability, and loss, as well as legal fees and costs incurred as a result of the Services rendered this Agreement or any transaction or matter connected with the Services or the relationship between Provider and Client. This clause shall not be read to provide indemnification for any Party in the event that a competent court of law, rendering a final judgment, holds that the bad faith, gross negligence, or willful misconduct of the Party caused the damage, liability, or loss.

Section 6 - Miscellaneous

6.1 Organization and Entity Power; Authority. Each party is duly organized and/or incorporated and validly existing under the laws of their respective countries, states, provinces, municipalities and any other governing authorities and is qualified to do business in every jurisdiction in which its ownership of property or conduct of business requires it to qualify. The Parties have full power and authority to sign and deliver this Agreement and to perform all of the obligations under this Agreement.

6.2 No Assignment. Neither party may assign or delegate any of the party’s rights or obligations under this Agreement to any person without the prior written consent of the other party.

6.3 Amendment. This Agreement may be amended only by a written document signed by both parties.

6.4 Severability. If any provision of this Agreement is determined to be unenforceable in any respect, the enforceability of the provision in any other respect and of the remaining provisions of this Agreement will not be impaired.

6.5 No Waiver. None of the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. Only an additional written agreement can constitute waiver of any of the terms of this Agreement between the Parties. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute waiver of such term or any other term.

6.6 Governing Law; Mediation; Arbitration; Attorney Fees. This Agreement is governed by the laws of the State of Michigan in the USA, without giving effect to any conflict-of-law principle that would result in the laws of any other jurisdiction governing this Agreement. Any dispute arising out of or in connection with the present Agreement, including any question regarding its existence, validity or termination, may, at the Provider’s discretion, be submitted to and attempted to be settled by non-binding mediation, with the mediator mutually selected and agreed upon by the disputing parties. Should mediation not resolve in a mutually agreed upon settlement for any dispute which may arise, the Provider may submit any further disputes to binding arbitration which shall be conducted in the State of Michigan and subject to the laws of the State of Michigan. The language to be used in the arbitral proceedings shall be English. Nothing in this Section 3.5 shall prevent Provider from immediately filing suit to enforce its rights under this Agreement. The parties agree that venue is hereby exclusively established in the County of Kent, State of Michigan for any dispute or claim arising out of this Agreement and Client hereby consents to personal jurisdiction. Provider, if it prevails in any arbitration or court action, shall be entitled to all reasonable attorneys’ fees, costs and other expenses incurred in such action and in any prior or subsequent efforts to collect the amount awarded.

6.7 Headings. Headings to this Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of this Agreement.

6.8 Force Majeure. Provider is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, war, terrorist attacks, cyber attacks, riots, embargoes, acts of nature and natural disasters, including but not limited to hurricanes, earthquakes, forest fires, flooding, snow and ice storms, public health emergencies, pandemics, or other acts which may be due to unforeseen circumstances.

6.9 Entire Agreement. This Agreement contains the entire understanding of the parties regarding the subject matter of this Agreement and supersedes all prior and contemporaneous negotiations and agreements, whether written or oral, between the parties with respect to the subject matter of this Agreement.

6.10 Electronic Communications. Any notice to be given under this Agreement shall be in writing and shall be sent by first-class mail, airmail, or email, to the address of the relevant Party set out at the head of this Agreement, or to the Client’s email address provided at sign up and the Providers support email, support@agentup.com, set out on the signature page of this Agreement or other email address as that Party may from time to time notify to the other Party in accordance with this clause. Notices sent as above shall be deemed to have been received 3 working days after the day of posting (in the case of inland first-class mail), or 7 working days after the date of posting (in the case of airmail), or next working day after sending (in the case of email).

Section 7 - Appendix A

Scope of Provider Services

The following Scope of Provider Services provides a list of included services for transaction coordination and listing coordination services. Due to the unique nature of each real estate transaction based on factors including, but not limited to, each property’s unique features, the parties involved, and regional differences in real estate law, including, but not limited to whether a state is a title/escrow closing state or an attorney closing state, the Scope of Services listed below includes possible services, which may or may not apply to each transaction, and in some circumstances may require the Client to specify or provide additional information for a given service to be rendered, notwithstanding, the Provider hereby states the following services are typically included in each respective service when and where applicable:

Listing Coordination Service

• Introduction email to seller
• Send and follow up with seller on disclosures
• Schedule photography
• Order virtual staging
• Schedule sign install
• Schedule pre-inspection
• Build property website
• Marketing flier with QR code
• Input MLS data
  • enter listing details
  • upload photos
  • upload floor plans, etc
  • uploaded disclosures
  • add open house dates
  • add property website link
  • add virtual tour link
• Sync lockbox to Sentrilock, Sepra, or similar
• Set up ShowingTime
• Submitted listing to agent’s office admin or broker
• Coordinate with agent when to go live
• Email seller MLS link when listing is live
• Order seller home warranty coverage

Transaction Coordination

• Introduction to all parties including a congratulations email to your client
• Track buyer’s earnest money deposit
• Create contact info sheet with all party’s information
• Communicate with lender and title about new contracts
• Confirm title is ordered and obtained
• Ensure disclosures are reviewed and signed by all parties
• Ensure HOA and Due Diligence Documents are being provided (if applicable)
• Coordinate Inspection Scheduling
• Create Amends/Extends of contracts if needed throughout the transaction
• Track and remind parties of upcoming deadlines
• Ensure contracts are fully executed w/ necessary signatures and initials
• Follow up with lender on status of appraisal (if applicable)
• Coordinate walk through and closing arrangements
• Send out detailed closing information email to your client
• Ensure all required documents are complete before/on closing, including settlement statement
• Provide completed file upon closing
• We will ensure all parties are up to date
• You will be copied on all emails sent

Section 8 - Appendix B

New Order Checklist

The Client shall provide the Provider with the following information promptly after placing a new TC or LC order:

• Agent Contact information – email, phone, address, agent license #
• Brokerage information – company, email, phone, broker license #
• Closing Party contact information (Title & Escrow, Attorney)
• Preferred Vendor list (if applicable)
  • Home inspector
  • Well and septic inspector
  • Insect/Termite inspector
  • Home warranty company
• Logins (if applicable)
  • MLS account
  • Brokerage account
  • Vendor accounts