1.1. "Agent's Client": The individual or entity (e.g., business seller, property vendor) represented by the Agent, for whom the Agent uses the AgentREV Services.

1.2. "AgentRev Weekly Subscription Fee (for Business Sellers)": The recurring weekly fee payable directly by an Agent's Client (acting as a Business Seller) to Transparent Corp for their direct engagement of marketing services from Transparent Corp, governed by separate terms between Transparent Corp and that Business Seller.

1.3. "Agent Subscription Fee": The recurring monthly fee payable by the Agent to Transparent Corp for the AgentREV Services provided to the Agent under this AgentREV Addendum for Agents.

1.4. "Marketing Funds": Vendor Paid Advertising (VPA) funds provided directly by an Agent's Client (acting as a Business Seller) to Transparent Corp specifically for marketing purposes related to their property or business sale, managed by Transparent Corp in trust under separate terms with that Business Seller.

1.5. "Platform": The 'AgentREV' proprietary software platform.

2.1. Transparent Corp agrees to provide the following AgentREV Services to the Agent:

3.1. The Agent warrants that they hold a valid and current real estate agent or broker license ("License") required to operate legally in their trading jurisdiction(s) and will maintain such License throughout their use of the AgentREV Services.

3.2. The Agent must provide proof of their valid License to Transparent Corp upon request and immediately notify Transparent Corp in writing if their License lapses, is suspended, revoked, or becomes invalid for any reason.

3.3. The Agent acknowledges and agrees that they are solely responsible and liable for all activities conducted using the Platform under their account, including any consequences arising from operating without a valid License. Transparent Corp disclaims all liability related to the Agent's licensing status or compliance.

4.1. Agent Subscription Fee: The Agent agrees to pay the Agent Subscription Fee for the AgentREV Services as advertised or quoted at the time of subscription.

4.2. Price Updates: Transparent Corp reserves the right to modify the Agent Subscription Fee. We will provide the Agent with at least thirty (30) days' written notice of any price changes. Transparent Corp agrees that any such increases will be reasonable and generally will not occur more frequently than once every six (6) months, and Transparent Corp may, at its discretion, endeavor to limit such increases to a reasonable percentage (e.g., up to 10%) per increase period, subject to significant changes in operational costs, service value, or market conditions. Continued use of the AgentREV Services by the Agent after the notice period constitutes acceptance of the new fee.

4.3. Billing Cycle: The Agent Subscription Fee is payable monthly in advance. The Agent authorises Transparent Corp (or its third-party payment processor) to automatically charge the applicable Agent Subscription Fee to the Agent's nominated payment method at the beginning of each billing cycle.

4.4. Setup Fee: A one-time setup fee of AUD $299 plus GST (or as otherwise specified) is payable by the Agent upon commencement of AgentREV Services, unless expressly waived or modified in writing by Transparent Corp.

4.5. Non-Refundable: All fees paid by the Agent to Transparent Corp for AgentREV Services, including the Setup Fee and Agent Subscription Fees, are non-refundable, except as required by applicable law (e.g., Australian Consumer Law) or as expressly stated otherwise in the General Terms.

5.1. Transparent Corp may offer an affiliate or referral program where the Agent can earn "Referral Payments" for referring their Agent's Clients (acting as Business Sellers) who subsequently subscribe to and pay the AgentRev Weekly Subscription Fee (for Business Sellers) directly to Transparent Corp for marketing services.

5.2. Referral Payments are typically calculated as fifty percent (50%) of the AgentRev Weekly Subscription Fees (for Business Sellers) actually received by Transparent Corp from the referred Agent's Client. For clarity, Referral Payments are not calculated on or related to any Marketing Funds paid by the Agent's Client or the Agent Subscription Fees paid by the Agent.

5.3. The specific conditions, limitations, and payment terms for Referral Payments are further detailed in Transparent Corp's prevailing affiliate program documentation, which may be updated from time to time. Participation in the affiliate program is conditional upon the Agent's ongoing compliance with the disclosure obligations outlined in Clause 9(c) of this Addendum.

6.1. Termination by Agent: The Agent may terminate their AgentREV Services subscription at any time without cause by ceasing payment of the Agent Subscription Fee and providing written notice to Transparent Corp. As subscriptions are paid monthly in advance, termination will be effective at the end of the current paid billing cycle. Access to the Platform will cease upon termination becoming effective.

6.2. Other termination rights and consequences are as per Clause 7 of the General Terms.

7.1. Agent's Client Data: When the Agent inputs, stores, or processes personal information about their Agent's Clients using the Platform, the Agent is considered the primary controller of that personal information under applicable privacy laws. Transparent Corp acts as a processor on behalf of the Agent for such data. The Agent warrants that they have obtained all necessary consents from their Agent's Clients and have a lawful basis for collecting, using, storing, and disclosing their Agent's Clients' personal information via the Platform in accordance with applicable privacy laws and Our Privacy Policy.

7.2. Agent Responsibility for Data Management: The Agent is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all data, including Agent's Client data, that they input into or manage via the Platform.

7.3. Data Backup: The Agent is solely responsible for maintaining their own independent backups of their critical data, documents, and information, including Agent's Client information, that they manage through the Platform. Transparent Corp is not liable for any loss or corruption of Agent data unless directly caused by Our gross negligence or willful misconduct.

8.1. The Agent warrants that they will obtain and maintain valid Professional Indemnity (PI) insurance throughout their use of the AgentREV Services and for a reasonable period thereafter, as required by law and professional standards. This insurance must be sufficient to cover potential liabilities arising from their professional services as a real estate or business agent.

8.2. The Agent must provide Transparent Corp with a certificate of currency for their PI insurance upon request. Failure to maintain adequate PI insurance constitutes a material breach of this Addendum.

9.1. High Standards: The Agent agrees at all times to conduct their business and use the AgentREV Services in a highly ethical, professional, and lawful manner, adhering strictly to standards of honesty, integrity, fairness, and transparency in all dealings with their Agent's Clients, Transparent Corp, other users, and the public.

9.2. No Misleading Conduct: The Agent must not engage in any misleading, deceptive, unethical, or fraudulent conduct in connection with the AgentREV Services, their real estate practices, or their representations about Transparent Corp or the Platform.

9.3. Mandatory Affiliate Disclosure Obligation: The Agent acknowledges and agrees that if they participate in the Affiliate Payout Structure (Referral Program) described in Clause 5, they have a positive and non-delegable obligation under law and this Agreement to clearly, conspicuously, and truthfully disclose to their Agent's Client, *prior* to that Agent's Client subscribing to any service from Transparent Corp for which the Agent may receive a Referral Payment (such as the AgentRev Weekly Subscription Fee for Business Sellers):

This disclosure must be made in a way that the Agent's Client is likely to understand before they make a decision. Failure to make this disclosure in full is a serious breach of this Addendum and potentially a breach of applicable laws and regulations.

9.4. Responsibility for Automated Communications: The Agent acknowledges that the Platform may include features for automated communications (e.g., emails, SMS). The Agent is solely responsible for understanding how these automations function, for configuring them appropriately, and for all communications sent from their account, whether automated or manual. The Agent must ensure such communications comply with all applicable laws (including the Spam Act 2003 (Cth)).

9.5. A breach of these ethical obligations is considered a material breach of this AgentREV Addendum for Agents and the General Terms.

10.1. In addition to any general Acceptable Use Policy outlined in the General Terms or separate AUP document provided by Transparent Corp, when using the AgentREV Services, the Agent specifically agrees not to:

10.2. Transparent Corp reserves the right to suspend or terminate the Agent's access to AgentREV Services for any violation of acceptable use.

11.1. Service Availability Target: Transparent Corp will use commercially reasonable efforts to make the AgentREV Platform available but targets an uptime of approximately 99% per month, excluding scheduled maintenance (typically conducted during off-peak hours with an aim to provide at least 48 hours' notice where practicable) and excusable downtime (e.g., force majeure events, failures of critical third-party dependencies like GoHighLevel, issues caused by the Agent or their systems). This is a target only and not a guaranteed service level.

11.2. Service Modifications: Transparent Corp reserves the right to modify, update, enhance, or discontinue features or functionalities of the AgentREV Platform at its sole discretion. We will endeavor to provide reasonable notice for significant changes that materially affect core functionality (e.g., aiming for 3 months' notice where feasible). For permanent discontinuation of the entire AgentREV Platform service (not due to Agent breach), We will endeavor to provide at least 3-6 months' notice.

11.3. Third-Party Dependencies: The Agent acknowledges that the AgentREV Platform relies on or integrates with various third-party services and infrastructure (e.g., GoHighLevel, Google Cloud, Stripe). Transparent Corp is not responsible or liable for the performance, availability, or failures of such third-party dependencies but will use commercially reasonable efforts to mitigate their impact.

12.1. No Guarantee of Business Results: Transparent Corp does not warrant or guarantee any specific business outcomes, sales volumes, lead generation success, client engagement levels, or financial results from the Agent's use of the AgentREV Services. The success of the Agent's business depends on numerous factors including the Agent's own skill, effort, market conditions, and client interactions, all of which are outside Transparent Corp's direct control.

12.2. Agent Responsibility for Professional Services: The AgentREV Services are tools to assist the Agent. The Agent remains solely responsible for the provision of their professional real estate / business brokerage services to their Agent's Clients, including all advice given, negotiations conducted, and contractual obligations entered into.

12.3. The general disclaimers and limitations of liability set out in Clauses 8 and 9 of the General Terms apply fully to the AgentREV Services provided under this Addendum.