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Terms & Conditions

General. You agree to comply with the rules and policies governing the program for which you have contracted, as existing now or later as announced by Scout Holding Company (the "Company").

The services provided are for business purposes only.


The Company’s products and services are made available to you and those designated by you, for your sole use, and you may not make them available to others without Company’s prior written consent. You may not transfer or assign any of your rights or obligations arising under it, without Company’s prior written consent.

Seat Licenses. Your username and password shall not be shared with any other individual. In the event that you violate these terms, we will immediately suspend services and terminate the login credentials associated with the email address.

Term. The Term of all AGENT 1 services shall be for the time period that you have contracted for, starting on the date of purchase. For the avoidance of doubt, the Term of all AGENT 1 coaching, training, and all seat licenses shall be for twelve (12) months from the date of purchase, billed on a monthly basis unless specified otherwise stated.

Renewal. Unless you provide written notice that you intend to terminate your contract at the conclusion of the term in writing or renew this annual contract at the same price, you understand that your service shall continue on a month-to-month basis until it is terminated in writing by you. Notice via email must be provided 30 days prior to the intended termination date.

Default. In the event of a default in payment of any installment due, all services and privileges shall be suspended and you shall, nevertheless, remain liable for the full amount of the contract price, which shall become immediately due and payable in full. You agree to pay all attorneys’ fees, costs, and expenses of collection of any amounts due under your contract.

100% Risk-Free Guarantee. If for any reason or no reason at all you are not completely satisfied with our service, just let us know during your free trial, and you will not be charged for the AGENT 1 Membership!

IP Ownership. I agree and acknowledge that all information and materials presented at any AGENT 1 event by any agent, employee or representative are and shall remain the property of the Company and may not be copied, reproduced, recorded, videotaped or disseminated without the prior written consent of the president of the Company.

Termination.

If you are within your free trial period - You are entitled to terminate your membership for any reason by sending an email informing us of your intention to terminate membership.

If you are outside of your free trial period - AGENT 1 membership plans may be terminated at any time after the term of membership has ended by sending an email informing us of your intention to terminate renewal.

If you wish to freeze billing, you may do so for a maximum of up to three months once during your membership term by sending an email to freeze billing.  

Upon termination, you will be removed from any groups, memberships, or affiliate membership plans (such as any referral service partners) until you have re-enrolled in a new AGENT 1 membership plan. 

If you have signed up for a plan that does allow for early termination, you will be able to terminate this plan on the My Subscriptions page in your profile.

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AGENT 1 Member

            The Company extends the right to cancel this contract, without penalty. 

Choice of Law. The laws of the state of New York govern this agreement. In the event of any action or proceeding hereunder.

 

Nondissemination. I agree and acknowledge that products produced by the Company, including products, website products, video, and manuals are protected by copyright laws and, as such, you agree to refrain from duplicating, disseminating, reproducing, republishing or re-engineering these materials without the express written consent of the Company and shall not permit any third party to do the same.

Warranties. I agree and acknowledge that the Company makes no representations or warranties, express or implied, with respect to the services or goods provided hereunder and the IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE SHALL BE SPECIFICALLY EXCLUDED with respect to the services and goods

Marketing Automation Services Agreement

 

This agreement (“Agreement” or “Agent Terms”) made as of the data of initial payment, between Scout Holding Company, a Delaware limited liability company with an address of 1177 Avenue of the Americas - 5th Fl, New York, NY 10036 (the “Company”, “we”, “us”, or “our”), and the payor (“Referred Agent”, “you,” or “your”).

 

WHEREAS, the Company is in the business of providing proprietary marketing and data services in the real estate industry;

 

WHEREAS, the Referred Agent wishes to utilize the Company’s services in order to establish relationships with prospective customers, and leverage the Company’s nationwide database and outreach automation platform; 

 

NOW THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties agree as follows:

 

  1. SCOPE OF SERVICES.

    1. The Company is providing a software as a service offering comprising of:

      1. Access to data compiled through its available databases, which include proprietary and third party services to append existing email / phone numbers for outreach address, valuation, and ownership information, which is based upon valid detailed criteria regarding your service market.

      2. Access to its automated outreach strategy and platform, which may include phone, text, email, or other methods of communication; and

      3.  Access to certain sales and marketing resources in furtherance of real estate lead generation techniques.

  2. PAYMENTS AND COMMISSIONS.

    1. In consideration for the Services to be performed by the Company, Referred Agent agrees to pay the following amounts:

      1. Active AGENT 1 Member at the time of closing: $1/Lead (a “Lead” shall be defined as an address that fits within an agent’s criteria, for which valid contact information can be found) generated and process and a 25% Referral Fee on Gross Commission.

      2. NON-Active AGENT 1 Member at the time of closing: $1.70/Lead generated and processed and a 30% Referral Fee on Gross Commission.

    2. The parties shall pay, or cause to be paid, any commissions due within fifteen days (15) days of that party’s unconditional receipt of the commissions from a resulting transaction. No additional payment shall be earned on any transaction unless and until the party receives a commission. 

    3. The Referred Agent understands that it is required to be a validly licensed real estate professional at the time the payment is due in order to be entitled to any payment by the Company.

  3. RELATIONSHIP OF THE PARTIES.

    1. The Referred Agent agrees that it is an independent contractor, not the Company’s partner, agent or employee and agrees to as follows:

      1. In connection with the performance by the Company of the Services, the Company shall not have or exercise any control or direction over the Referred Agent, and will not in any way supervise or control its activities.

      2. Referred Agent shall perform the Services relying on its own experience, knowledge, judgment, and techniques.

      3. Neither Company nor Company’s employees or contract personnel shall be required by Company to devote full time to the performance under this Agreement.

      4. The Company has the right to perform services for itself and others during the term of this Agreement, which may be in competition with the Referred Agent.

      5. The Company has the right to hire subcontractors or to use employees to perform its obligations under this Agreement.

    2. The Referred Agent shall bear its own expenses in connection with this Agreement without any reimbursement by the Company. In no event shall the Company be liable for incidental, consequential, punitive, indirect or special damages irrespective of the basis of claim.

    3. This Agreement does not create a partnership or agency relationship. The Referred Agent is not authorized as, nor shall be deemed to be an employee, agent, partner, joint venturer, or representative of Company. Neither party has the authority to bind the other or to incur any liability on behalf of the other, nor to direct the employees of the other.

  4. REFFERRED AGENT’S REPRESENTATIONS AND WARRANTIES.

    1. The Referred Agent is an agent or broker with a current and valid license, of legal age, and capable of forming a legally binding contract and you will promptly maintain and provide us with updates of any changes in your license status.

    2. You have complied with all real estate licensing laws and have adequate and appropriate insurance coverage.

    3. All information you submit to us is true and complete and you will maintain and promptly update your profile or other information you provide to us or any Customers.

    4. You have obtained your broker’s or other permission to use the Services, if required.

    5. All information you submit to Customers about your services is your responsibility and not a Scout offering of any Service.

    6. Your products and services do not violate any applicable laws or regulations, including laws relating to data privacy or security or marketing and advertising.

    7. You understand that we reserve the right to terminate the participation of any real estate professional for any reason at our sole discretion.

    8. If required, you will obtain the appropriate approval/authorization from all relevant governmental authorities and other parties in order to either receive payment from Scout or make a payment to Scout.

    9. You will observe all applicable data privacy and security laws with respect to providing Customers information to Scout.

    10. You recognize that fraudulent usage of any of our Services may subject you to liability.

    11. You agree that we may review or audit your use of our Services at any time to ensure compliance with this Agreement, but any failure by us to review or audit your use of the Services will not constitute acceptance of or waiver of any of our rights with respect to any use in breach of this Agreement.

    12. You hereby grant Scout a non-exclusive, transferable, sublicensable, perpetual, worldwide right to reproduce, display, sell, have sold, make derivative works or and otherwise use the Customer information you provide to us for any lawful purpose.

  5. TERM OF AGREEMENT.

    1. Unless terminated earlier as provided below, this Agreement shall remain effective as of the date of payment and will continue in perpetuity, unless terminated, as follows:

      1. The Company may terminate this Agreement at any time, with or without cause, upon written notice.

      2. Either party may terminate this Agreement upon written notice to the other party if the other party is in material breach of any provision of this Agreement and: (a) such breach has not been cured within fourteen (14) days after receiving written notice thereof from the terminating party; or (b) if such breach cannot reasonably be cured within such fourteen (14) day period, the breaching party has not commenced to remedy such breach within such period and diligently endeavored to cure such breach within a reasonable time thereafter.

      3. This Agreement shall terminate immediately, without notice, (a) upon the institution by or against either party of insolvency, receivership or bankruptcy proceedings, (b) upon either party’s making an assignment for the benefit of creditors, or (c) upon either party’s liquidation, dissolution or ceasing to do business.

    2. The Referred Agent will still be required to make future payments to the Company, in accordance with Section 2: Payments and Commissions, so long as the Company is not in material breach, or such payment is prohibited by law.

  6. AUTHORIZATION.  Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement and that the performance of such obligations and duties does not and will not conflict with or result in a breach of any other agreement of such party or any judgment, order or decree by which such party is bound. 

  7. DISCLAIMER.  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE COMPANY DOES NOT MAKE ANY WARRANTIES WITH RESPECT TO ANY PRODUCTS OR SERVICES, AND THE COMPANY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

 

EXCEPT AS EXPRESSLY PROVIDED OTHERWISE, YOU ASSUME ALL RISKS CONCERNING THE SUITABILITY AND ACCURACY OF THE INFORMATION PROVIDED BY THE COMPANY OR ANY OTHER AGENT, WHICH MAY CONTAIN TECHNICAL INACCURACIES, TYPOGRAPHICAL ERRORS OR OMISSIONS, AND ALL RISKS ASSOCIATED WITH THE REPRESENTATION OF ANY CUSTOMER, WHICH MAY INCLUDE FACE TO FACE MEETINGS WITH THE CUSTOMER IN EMPTY HOMES, DRIVING TO AND FROM VARIOUS DESTINATIONS AND OTHER ACTIVITIES TYPICALLY ASSOCIATED WITH A REAL ESTATE TRANSACTION. THE COMPANY ASSUMES NO RESPONSIBILITY FOR AND DISCLAIMS ALL LIABILITY FOR ANY SUCH ACTIVITIES, AND ANY INACCURACIES, ERRORS OR OMISSIONS.

THE COMPANY MAY MAKE CHANGES TO ITS PRODUCT OR SERVICE OFFERINGS AND ANY OTHER INFORMATION AND MATERIALS WE OFFER AT ANY TIME AND WITHOUT NOTICE. 

  1. LIMITATION OF LIABILITY.  TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AND NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, THE TERMS OF USE, TO THE CONTRARY OR OTHERWISE, THE COMPANY WILL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT, THE TERMS OF USE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, EVEN IF THE COMPANY WAS AWARE OF THE POSSIBILITY OF ANY OF THE FOREGOING DAMAGES. THE COMPANY SHALL NOT HAVE ANY LIABILITY FOR ANY FAILURE OR DELAY DUE TO MATTERS BEYOND ITS REASONABLE CONTROL. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THE COMPANY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT BE GREATER THAN $100.

  2. INDEMNITY.  Agent shall, at its expense, indemnify, defend and hold the Company harmless from any costs, expenses (including attorney’s fees), losses, damages, and liabilities which the Company may hereafter incur, become responsible for, or pay out as a result of: (a) death or personal injury (including bodily injury) to any person, destruction or damage to any property to the extent caused by negligent or willful acts, errors, or omissions by Referred Agent, its employees, officers, agents, representatives, or subcontractors in the performance of this Agreement; (b) any unauthorized representations or warranties made or given by Referred Agent, its employees, officers, agents, representatives, or subcontractors in respect of the Services; (c) the breach by Referred Agent of any representation or warranty made by Referred Agent hereunder; or (d) any alleged failure by Referred Agent to satisfy any tax or withholding obligation.

  3. CONFIDENTIALITY.  Agent shall use the proprietary or non-public information disclosed by Scout to you (“Confidential Information”) only in performing under this Agreement and shall retain the Confidential Information in confidence and not disclose to any third party (except as authorized hereunder) without the Company’s prior written consent. Except as otherwise set forth herein, all Confidential Information shall remain the sole property of the Company. Agent shall hold the Confidential Information of the Company in strict confidence in perpetuity.

  4. MISCELLANEOUS

    1. The Company reserves the right at any time to modify, suspend or terminate the Services (or any part thereof), and/or your use of or access to them, with or without notice. The Company will not be liable to you or any third party for any modification, suspension, or termination of the Services.

    2. The Company may update or change the terms, conditions, and notices for the Services from time to time to reflect changes to the Services, changes in the laws affecting the Services, or for other reasons. 

    3. You may not assign or transfer (by operation of law or otherwise) this Agreement without the prior written consent of the Company. Subject to the foregoing, these Agent

    4. These terms shall inure to the benefit of, and be binding upon each party’s successors and permitted assigns.

Marketing Automation Terms & Services
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