THIS AGREEMENT CONTAINS A CLASS ACTION WAIVER THAT WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION. YOU MUST REVIEW THIS DOCUMENT IN ITS ENTIRETY, INCLUDING THE DISPUTE RESOLUTION SECTION BELOW, BEFORE PARTICIPATING IN THE PROGRAM DEFINED HEREIN.

Introduction And Binding Agreement:

This Affiliate Program Agreement & Code of Conduct (the “Agreement”) is presented by Nexus Real Estate Group, a Massachusetts-based entity located at 205 River Street, Haverhill, MA 01832 in Essex County, with the email address legal@nexus.realestate (“Nexus,” “we,” or “us”). This Agreement includes the terms stated herein as well as any additional terms incorporated by reference, such as Nexus’s Terms of Service and Privacy Policy. Collectively, these documents govern your activities, application to join, and any subsequent participation in the Nexus Affiliate Program (the “Program”). By accepting this Agreement, or by taking part in the Program, you (“Affiliate,” “You,” or “you”) agree to all the terms and conditions contained herein and confirm that this constitutes a binding legal agreement between You and Nexus. If You are or represent a business entity, you represent and warrant that you have the authority to bind that entity to this Agreement. Nexus reserves the right to modify the Agreement at its discretion. Your continued participation in the Program after any such modifications shall be deemed acceptance of the revised Agreement. You further acknowledge that you are responsible for ensuring that any employees, agents, or representatives acting on your behalf comply with this Agreement. Any breach of this Agreement by such persons shall be imputed to You as though you committed the breach personally.

Section 1. Program Application:

You agree to furnish all information that Nexus reasonably requests in connection with your application to join the Program, and You represent and warrant that all information You provide is truthful, accurate, and not misleading in any way. You acknowledge and agree that Nexus retains sole discretion to determine whether You qualify for participation in the Program and may revise its eligibility criteria at any time, with or without notice. By submitting an application to the Program, You expressly consent to be contacted at the email address and the phone number that You provide. Should You wish to cease receiving messages via text or similar channels, You must follow the proper “STOP” or opt-out procedures, bearing in mind that this may need to be repeated for any separate text messaging programs or services. You understand that network services and technical functionalities (including mobile network services) lie outside of Nexus’s direct control, and Nexus bears no liability for complications arising from such external factors. Further, You acknowledge that Nexus may modify or discontinue Nexus-based text messages with or without notice and may suspend or terminate your receipt of such messages at any time and for any reason, all without liability to You.

Section 2. Program Rules:

You expressly represent and warrant that you shall abide by the Program Rules enumerated in this Agreement (the “Rules”) at all times. If Nexus, in its sole and absolute discretion, determines that You have failed to comply with any of these Rules, you will be considered in material breach of this Agreement, and Nexus may, without further liability and in addition to any other legal or equitable remedies, immediately terminate your participation in the Program (including the forfeiture of any accrued or potential Commissions). The Program Rules include: (a) the Code of Conduct set forth in Exhibit A of this Agreement, (b) compliance with all applicable laws, rules, regulations, codes, treaties, ordinances, guidelines, and governmental guidance—including, without limitation, the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising and all related guidelines (collectively referred to as the “FTC Endorsement Guides”), plus any other policies, terms, and conditions of any applicable third party that you use or upon which You rely, and (c) adherence to the Nexus Disclosure Requirements set forth in Exhibit B.

Section 3. Compensation:

Upon acceptance into the Program, You will receive a unique Affiliate ID via the Nexus affiliate portal. This Affiliate ID will be embedded in the customized URL that You will use to promote Nexus services or products (the “Affiliate Link”). When a new user (“Prospect”) arrives at the Nexus website (the “Nexus Site”) by clicking your Affiliate Link and proceeds to purchase Nexus products or services in a manner that satisfies the requirements set forth below, You may become eligible for commissions (“Commissions”). You may also become eligible for Commissions on sales generated by Affiliates You recruit into the Program (“Second Tier Affiliates”), at Nexus’s sole discretion.

A sale (“Sale”) is recognized if a Prospect directly accesses the Nexus Site via the Affiliate Link (embedded with your Affiliate ID), and (i) purchases Nexus products or services within the timeframe and under the conditions defined by Nexus and (ii) Nexus determines, in its sole discretion, that your Affiliate Link was the most recent tracked link used by the Prospect within the last ninety (90) days before the final purchase. Nexus’s determination as to whether a Sale occurred and whether You have earned a Commission is final and binding.

A commission is actually earned only if you maintain a usable account with a third-party payment provider that can facilitate payments and provide Nexus with complete and accurate information essential to the payout process. Also, the Prospect’s account must remain active and in good standing with Nexus for at least forty-five (45) days following the date of the Sale. If the Prospect is in a sanctioned country, if the Prospect is a sanctioned person, or if any relevant U.S. sanctions or embargoes apply, no Commission will be earned for that Sale. Such sanctions may arise, for instance, under regulations issued by the U.S. Office of Foreign Assets Control (“OFAC”) or an equivalent authority. The Affiliate is responsible for ensuring that any Prospects or Customers are not in violation of these sanctions.

If multiple Affiliates are associated with the same Prospect (by means of cookies or other tracking), Nexus will generally credit the Sale to the Affiliate whose cookie or tracked link was most recently engaged, except in certain scenarios involving canceled subscriptions seeking to re-subscribe within a ninety (90)-day window, self-referrals, or situations in which Nexus exercises its discretion otherwise. When no Affiliate Link can be identified, or the Prospect is otherwise unaffiliated, no Commission will be awarded unless Nexus has provided explicit written approval. Affiliates are strictly prohibited from persuading or directing existing Nexus customers (whether previously unaffiliated or affiliated with another Affiliate) to cancel or transfer their accounts solely to affiliate with You. Nexus, in its sole discretion, may refuse to issue Commissions under such circumstances and may consider such conduct a material breach of this Agreement.

The standard Commission rates currently in effect are as follows. The Commission Rate for each type of product or tier will be designated as a percentage of the subscription or upgrade fees paid by a Prospect. Single Location Account is set at 20% for all Nexus users. Business Unlimited Account is 30% for all approved Affiliates. Business Pro (SaaS) Account is 35% for all approved Affiliates. Premium Business Upgrade is 35% for all approved Affiliates. Second Tier Single Location Account is 5% for all approved Affiliates. Second Tier Business Unlimited Account is 5% for all approved Affiliates. Second Tier Business Pro (SaaS) Account is 5% for all approved Affiliates. Second Tier Premium Business Upgrade is 5% for all approved Affiliates. Nexus Certifications are 30% for all Nexus users. Nexus retains the right to revise these Commission rates at any time, with or without notice, at its sole discretion.

Unless expressly provided otherwise, Commission payouts occur on or about the fifteenth (15th) day of each month following Nexus’s receipt of funds for the underlying Sale, provided other terms of this Agreement have been satisfied. If the fifteenth (15th) day falls on a weekend or holiday, Commission payouts may be delayed until the following business day. Commissions are calculated solely on the net fees collected by Nexus, excluding taxes. All Commission payments are made in U.S. dollars or in another currency offered by the third-party payment provider, and certain processing fees may be deducted by that provider. In order to receive payments, your total accrued Commissions must be at least fifty U.S. dollars ($50.00). If your Commissions do not meet or exceed this threshold after 120 days, those Commissions will be forfeited.

All Commissions may be subject to various tax forms and obligations. Depending on your residency and jurisdiction, You may be required to submit a W-8 or W-9 form or other relevant documentation (“Required Documents”). You acknowledge that any delay or failure to submit Required Documents may result in a refusal or delay of Commission payouts. Nexus may withhold or deduct any required amounts, including tax withholdings, under applicable law. You bear sole responsibility for determining and fulfilling your own tax obligations.

If Nexus determines, in its sole judgment, that any Sale or other transaction giving rise to a Commission was procured through fraudulent means, or in violation of any portion of this Agreement or applicable law, the Commission shall be deemed unearned, and Nexus may refuse to pay it or may reclaim it if it has already been paid. Furthermore, if any sale upon which a Commission was based is later refunded or charged back, any previously paid Commission shall be deemed unearned and may be deducted from future Commission payouts or otherwise recouped by Nexus. Nexus shall make every reasonable effort to issue earned Commissions. However, in the event that Nexus, through no fault of its own, is unable to process payment, it reserves the right to declare such Commissions forfeited at its sole discretion.

Section 4. Intellectual Property Rights; Media Release:

In connection with your participation in the Program, Nexus may provide materials, resources, brand assets, trademarks, or other intellectual property (collectively, the “Nexus Materials”). Nexus retains complete ownership of all Nexus Materials. You agree to use these materials only for the limited purposes explicitly allowed by Nexus in the context of the Program. You acknowledge that nothing in this Agreement grants you any right or interest in the Nexus Materials beyond the restricted license necessary to advertise and promote Nexus products or services. Nexus also reserves the right to direct the manner in which You display or reference Nexus’s trademarks, trade names, logos, and associated goodwill. You further agree to comply with any brand style guidelines or directions provided by Nexus regarding the correct and permissible usage of these elements. Should Nexus request examples of your usage, You will provide those examples upon request. You agree never to challenge or contest Nexus’s ownership of the Nexus Materials.

Except as specifically authorized, You shall not modify, sublicense, assign, or grant any third party the right to use the Nexus Materials. You will promptly inform Nexus of any known or suspected infringement of Nexus’s intellectual property rights and will assist Nexus, at Nexus’s expense, in the prosecution or resolution of any such infringement. You likewise confirm that you shall not advertise or offer services to entities or individuals that are infringing upon Nexus’s intellectual property rights and shall protect the Nexus Materials in your care or on your platforms using reasonably diligent safeguards against unauthorized access or usage.

Additionally, You grant Nexus a non-exclusive, royalty-free license to use any content You create and publish that references, is derived from, or otherwise involves Nexus, for any lawful purpose, including but not limited to marketing and promotion of Nexus, highlighting your achievements, or any other promotional or operational need. You represent and warrant that any content You create or disseminate does not infringe upon any third-party rights, and that You have secured any necessary permissions or consents, including from any individuals depicted in photos, videos, or other creative works.

If You opt to participate in events or media activities coordinated by Nexus, such as live conferences, webinars, workshops, contests, summits, or any other gatherings (collectively, “Activities”), You grant Nexus absolute and irrevocable permission to capture, record, photograph, film, or otherwise preserve your name, likeness, voice, statements, and overall image (“Likeness”) while You participate. You agree that Nexus shall own any resulting media or content, and may copy, distribute, display, publish, alter, or otherwise use that content, in whole or in part, for any lawful purpose. You confirm that no other party has exclusive rights to your Likeness, that no conflicting restrictions apply, and that you shall not sue or otherwise hold Nexus liable for any alleged violation or infringement related to the usage of your Likeness.

Section 5. Term And Termination:

The term of this Agreement begins upon your acceptance or execution (including digital acceptance). Your participation in the Program will continue unless and until terminated as provided herein. Either party may terminate this Agreement for any reason, or no reason at all, by giving thirty (30) days’ written notice to the other party. If Nexus believes, in its sole judgment, that You have defaulted, breached, or otherwise violated a provision of this Agreement or any applicable law, or that you have acted or allegedly acted in a manner that contravenes the Program’s policies or spirit (collectively, a “Default/Breach”), Nexus may immediately terminate or suspend your participation in the Program and freeze or forfeit your Commissions without prior notice. Additionally, Nexus may terminate its overall relationship with You and suspend or close any accounts associated with You. Should your account be terminated due to your Default/Breach, you forfeit any accrued or future Commissions. Provisions that should survive any termination—particularly those addressing limitation of liability, warranties, indemnities, and other ongoing obligations—shall remain in effect according to their terms.

Section 6. Additional Representations And Warranties:

In addition to any other representations and warranties herein, You affirm that there are currently no ongoing or prior federal, state, local, or foreign governmental investigations or private lawsuits against You or your business alleging violations of consumer protection or advertising laws, nor any formal or informal inquiries or charges that might bear on your compliance with this Agreement. If at any point You become the subject of or a party to any relevant investigation, lawsuit, or other proceeding, you must inform Nexus within twenty-four (24) hours. Nexus, at its sole and exclusive discretion, may terminate or suspend your participation in the Program and/or your relationship with Nexus based on any such investigation or action.

Section 7. Entire Agreement:

This Agreement, together with the incorporated references and any additional terms to which You have agreed in writing, contains the entire understanding between You and Nexus concerning the Program. It supersedes and replaces any oral or written communications that may have been provided to You regarding the Program before your acceptance of this Agreement. Should You have executed any separate agreement with Nexus governing your participation in the Program, in the event of any conflict between that separate agreement and this Agreement, the separate agreement shall control.

Section 8. Independent Contractor:

Nexus and You are independent contracting entities, and the relationship created by this Agreement shall not be construed as one of employer/employee or principal/agent. You have no authority to bind Nexus, nor do you have any interest or share in Nexus’s profits or losses beyond the Commissions expressly stated herein. You remain solely responsible for your operations, employees, taxes, and compliance with all relevant laws and regulations. While Nexus may, from time to time, offer suggestions, strategies, marketing techniques, or other forms of guidance (collectively, “Recommendations”), these Recommendations are intended for informational purposes only. You remain fully responsible for ensuring compliance with any laws or regulations applicable to your activities. Nexus expressly disclaims any duty to monitor your conduct or to guarantee your compliance with such laws.

Section 9. No Guarantee:

Nexus makes no representations or warranties concerning your income, success, or sales volume from participation in the Program. You acknowledge that Nexus does not provide business opportunities, franchise opportunities, or “business-in-a-box” services, nor does Nexus guarantee any leads or referrals. You accept that any profits or success in this Program depend on your own efforts, skill, and adherence to the provisions of this Agreement and all applicable laws.

Section 10. Limitation Of Liability:

To the maximum extent permitted by applicable law, Nexus, along with its officers, directors, shareholders, employees, independent contractors, telecommunications providers, and agents, shall not be liable for any indirect, incidental, special, exemplary, consequential, or punitive damages, nor for any loss of profits, loss of data, loss of goodwill, costs of substitute services, or for any other damages arising out of or in connection with this Agreement or the Program. This disclaimer of liability applies regardless of the legal theory invoked, including breach of contract, tort (negligence or strict liability), or any other theory. Under no circumstance shall Nexus’s liability to You exceed the lesser of three times the payments that You made to Nexus for the month immediately preceding the date on which the event giving rise to the claim occurred, or one thousand five hundred dollars ($1,500). These limitations reflect a voluntary allocation of risk and form a basis of the bargain between the parties.

Section 11. Dispute Resolution, Class Action Waiver, And Governing Law:

All matters related to this Agreement or the Program are governed by the laws of the United States and the laws of the Commonwealth of Massachusetts, without regard to conflict of laws principles. You consent to the jurisdiction of the state and federal courts located in Massachusetts, specifically within Essex County, for resolving any disputes arising under or related to the Program or this Agreement. You further waive any objection to personal jurisdiction or venue in these courts. Any claim arising out of this Agreement must be commenced within one (1) year after the date on which the cause of action arose, or it shall be permanently barred. The prevailing party in any legal action shall be entitled to recover reasonable attorneys’ fees and costs. If any dispute cannot be resolved informally within a reasonable timeframe, either party may submit the matter to mediation. Should mediation fail, the parties are free to pursue all remedies at law or in equity. However, You acknowledge that any dispute that cannot be resolved through the procedures above shall be litigated solely on an individual basis. You agree not to pursue any claims as a plaintiff or class member in any purported class action or representative proceeding, and you expressly waive any right to maintain a class action or class arbitration against Nexus.

Section 12. Indemnity:

You hereby agree to defend, indemnify, and hold harmless Nexus, its officers, directors, employees, owners, and assigns from and against all allegations, claims, actions, proceedings, damages, liabilities, losses, fees, costs, or expenses (including reasonable attorneys’ fees) arising out of or relating to: (1) any information You provide to Nexus or any claims that such information is inaccurate or misleading; (2) any actual or alleged breach by You of this Agreement; (3) the use or misuse of Nexus’s name, trademarks, logos, or other intellectual property by You or any party acting on your behalf; (4) any negligence, recklessness, or willful misconduct by You or those acting under your direction; (5) any modifications or usage of the Program or Affiliate Links by You that violates any law or regulation; and (6) any content or campaigns You create or manage in connection with the Program. Nexus reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification, without relieving You of your indemnification obligations, and you agree to cooperate fully in the defense of such matter. You agree not to settle any claim without the prior written consent of Nexus.

Section 13. Severability:

If any portion of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining portions of this Agreement will remain in full force and effect, and such provision shall be modified to the minimum extent required to make it valid and enforceable, in alignment with the original intent of the parties.

Section 14. Judicial Action For Provisional Relief:

You acknowledge that a breach or threatened breach of this Agreement, particularly with regard to misuse of Nexus’s intellectual property or unauthorized disclosure of confidential information, may result in irreparable harm to Nexus for which an adequate remedy at law may not be available. Accordingly, Nexus is entitled to seek and obtain injunctive or other equitable relief in any court of competent jurisdiction, without the requirement of posting a bond or proving actual damages, to prevent or restrain any such breach by You or those acting on your behalf.

Section 15. Complaint Notification:

In the event You receive a complaint from any third party regarding any content You disseminate in the course of performing under this Agreement, You must notify Nexus within twenty-four (24) hours. You may contact Nexus’s support team by visiting the support resources found on Nexus’s official website or by using any other contact method provided by Nexus. You shall fully cooperate with Nexus in responding to or resolving any complaints.

Section 16. Force Majeure:

Neither party shall be held liable for any failure to fulfill its obligations under this Agreement where such failure is caused by events or circumstances beyond its reasonable control, including but not limited to acts of God, war, civil disturbances, terrorism, embargoes, natural disasters, epidemics, pandemics, governmental actions, strikes, or severe labor disruptions (each a “Force Majeure Event”). The affected party must promptly notify the other of the Force Majeure Event, its anticipated impact on performance, and any steps taken to mitigate the effects. Once the Force Majeure Event ceases, performance shall resume as soon as reasonably practicable.

Section 17. Confidentiality And Privacy:

“Confidential Information” refers to any non-public, proprietary, or privileged information provided by or obtained from Nexus during the Program, including but not limited to brand guidelines, internal data, customer or Prospect lists, and personal information (“Personal Information”) belonging to Prospects or Customers that Nexus furnishes. You agree to safeguard Nexus’s Confidential Information using a level of care at least as rigorous as you would use to protect your own sensitive information, and in any event no less than reasonable care under the circumstances. You shall not disclose any Confidential Information to any third party without prior written consent from Nexus, except as required by law, and then only after providing prompt notice to Nexus (where permitted) so that Nexus may seek a protective order. You likewise confirm that your handling of Personal Information will comply with all applicable privacy and data protection laws, as well as any relevant privacy policies published by Nexus. You shall not sell or share Personal Information with any third party without explicit written authorization from Nexus. You must maintain your own documented privacy policy accessible to any individuals whose Personal Information You collect or process in connection with the Program.

Section 18. Liability For Third-Party Services:

Nexus is not liable for any third-party services, sites, materials, or policies. You recognize that third-party platforms or solutions You may choose to utilize for marketing, affiliate management, or any other activity related to this Agreement are outside of Nexus’s control, and Nexus makes no representations or guarantees concerning their reliability, security, or compliance with laws. You acknowledge that any dispute arising from the usage of such third-party services is strictly between You and the third-party provider.

Exhibit A – Code Of Conduct:

Affiliate Participation And Conduct

You are required to abide by any official Nexus policies and instructions regarding marketing, promotion, or other activities undertaken in connection with Nexus’s products and services. Should Nexus direct you to remove or modify specific content, disclaimers, or materials, You must comply promptly and accurately.

Your endorsements, testimonials, or opinions of Nexus or its products and services must be honest and reflect your genuine understanding and viewpoint. If your opinion changes such that you can no longer make positive endorsements in good faith, You agree to inform Nexus immediately. Any materials You publish must fairly and accurately depict typical results, clearly disclosing any relevant circumstances that an ordinary consumer could reasonably expect.

You are expressly prohibited from describing Nexus or Nexus products as part of a franchise opportunity, business-in-a-box, or assisted marketing plan. You may not imply or state any guarantee of specific monetary returns for Prospects or new Affiliates who use Nexus’s services.

If You previously post any statements about a competitor, You must clarify that your statement or opinion is not made on behalf of Nexus and is not contradictory to your obligations hereunder. You must ensure that any statements about competitors are not defamatory, deceptive, or misleading.

You may not engage in defamatory, slanderous, or libelous communications concerning Nexus, its employees, or other affiliates. You also shall not engage in any unlawful or abusive communications toward others. You are prohibited from distributing content that infringes copyrights, trademarks, or other intellectual property rights unless You have obtained the necessary permissions or own the content outright.

You must refrain from using any computer code, technology, or software to intercept or redirect traffic that would otherwise go to the websites of Nexus or other affiliates. You must not impersonate Nexus or its employees, nor imply that You have authority to legally bind Nexus in any manner.

You may not distribute content containing explicit or inappropriate materials, hate speech, or any materials that promote or depict illegal or abusive conduct. The use of viruses or malicious code is strictly prohibited. You may not rely on unsolicited bulk communications (SPAM) to promote your Affiliate Links, including spam by email, text, or other social media platforms. You must comply with all applicable privacy, data protection, and anti-spam laws. You are also responsible for honoring opt-out requests and ensuring recipients have consented to the communications.

You may not “self-refer,” meaning you cannot earn Commissions from your own direct use of your own Affiliate Link. You likewise may not trick or manipulate any third party into clicking your links, nor artificially generate Commissions via any unethical or illegal methods. You may not employ software or techniques that mask referring URL data or otherwise attempt to conceal your marketing methods.

You may not operate under any sub-affiliate networks or reassign your Affiliate Links unless specifically authorized in writing by Nexus. You must regularly maintain your promotional channels, ensuring compliance with the standards and guidelines set forth in this Code of Conduct and the Agreement.

Exhibit B – Nexus Disclosure Requirements:

Disclosure Standards For Material Connections

You agree to abide by all laws and regulations relating to endorsements and testimonials, including the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising and the FTC’s related guidance materials. Whenever you share or post content that promotes Nexus or its products and services (including discount codes, product demonstrations, or testimonials), You must disclose any material connection you have with Nexus that an ordinary viewer would not expect. Material connections may include monetary payment, free products, discounts, special benefits, or any other incentive or relationship.

Clarity And Conspicuousness Of Disclosures

Disclosures must be easy to notice and understand. Avoid ambiguous hashtags or coded abbreviations that do not clearly communicate your connection to Nexus. Simple, direct language such as “I am a paid affiliate of Nexus” or “This post is sponsored by Nexus” is recommended. Disclosures must appear at the beginning of your description or within the primary text frame of a social media post. They must be displayed for adequate time on-screen in video format and repeated as necessary to ensure that users joining mid-stream or mid-video are informed. It is not sufficient to place disclosures only at the end of a video, within a drop-down section, or in an obscure location requiring additional clicks to access. If you incorporate audible content, you must also provide an audible disclosure if the endorsement itself is audible. If any platform offers a special “Branded Content” or “Paid Sponsorship” tag, usage of that tool alone does not replace the requirement for clear disclosure in your own text, audio, or video.

Variations By Post Format And Medium

Your chosen social media channels may have character limits or formatting constraints. Nevertheless, You remain responsible for ensuring that your disclosure remains conspicuous and comprehensible, whether in short-form posts, live-streams, or stories. A repeated or pinned disclosure at the outset of your content is advised. If your post can be syndicated across multiple platforms, disclosures must carry over to each platform so that a consumer does not have to hunt for or guess at your relationship with Nexus.

Modifications To These Requirements:

Nexus reserves the right to modify or supplement these Disclosure Requirements at any time. Upon receiving updated instructions, You agree to incorporate any new or revised disclosure practices immediately. Non-compliance may result in disciplinary measures or termination of your participation in the Program.

Conclusion And Acceptance:

By participating in the Nexus Affiliate Program, You affirm that You have read and fully understand this Agreement, including the Code of Conduct in Exhibit A and the Disclosure Requirements in Exhibit B, and that You consent to all terms and conditions stated herein. Your continued participation in the Program serves as an ongoing acceptance of these rules and guidelines. This document reflects the entire and exclusive understanding between You and Nexus regarding the subject matter described and supersedes any previous discussions or communications, whether written or oral. If you have any questions or concerns about this Agreement, You may contact Nexus at legal@nexus.realestate.