1. Agreement Overview
This document outlines the terms and conditions ("Agreement") under which Mio Rede LLC ("Mio Rede") agrees to provide consulting and technology services to the client, which includes real estate agents and other local service providers ("Client"). By entering into this Agreement, the Client agrees to abide by all the terms and conditions as detailed herein.

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2. Monthly Purchase Agreement and Renewal
a. Monthly Billing: All services offered by Mio Rede accrue on a monthly basis, with the monthly renewal date defined as the day of the month on which the purchase agreement was initiated.
b. No Refunds for Partial Months: If the Agreement is canceled before the monthly renewal date, no refunds will be issued for the remaining days in the month.

c. Cancelation: Client must notify Mio Rede of their intent to cancel at least three (3) business days prior to their monthly renewal date to ensure they are not charged for the subsequent month. Any charges made to the client's account after cancelation will be refunded regardless of whether the three (3) business day notice period is adhered to by the Client. 
c. End of Month Renewal: For purchase agreements initiated towards the end of a month, the renewal date will default to the last day of each subsequent month. For example, if the purchase agreement is initiated on the 31st of a month, the renewal date for February will be the 28th or 29th, and on subsequent months, the 30th or 31st as appropriate.

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3. Pro-Rated Refunds for Longer-Term Agreements
a. Pro-Rated Refunds: The maximum liability of Mio Rede to the Client in case of termination or dispute shall be limited to a pro-rated percentage of the remaining time period of any purchase agreement that exceeds one month.
b. Right to Cancel Long-Term Agreements: Clients may cancel pre-paid service agreements longer than one month and will be eligible for a pro-rated refund based on the remaining term of the agreement.

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4. Onboarding Requirements and Minimum Standards for Continuous Service Relationship and Maintenance of Exclusive Market Rights
a. Minimum Activity Levels: The Client agrees to onboard at least twenty-five (25) new businesses into their referral network in the first ninety (90) days of the purchase agreement. Adjustments to this minimum requirement can be made at the discretion of the Client's Mio Rede representative. 
b. Termination Due to Inactivity: Mio Rede retains the right, in its sole discretion, to terminate this Agreement if the Client fails to meet additional minimum levels of activity, as defined in the final purchase agreement and as outlined during the ongoing discussions throughout the service period. In such an event, the Client will be eligible for a pro-rated refund based on the remaining term of the purchase agreement.

c. Client's must maintain good standing with any applicable national and local licensing agencies. For example, real estate agents working with Mio Rede must maintain their real estate license and remain on good terms with the NAR (National Association of Realtors).  

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5. Exclusive Market

a. Your partnership with Mio Rede includes access to an exclusive market. There are certain minimum levels of performance and activity that the Client must meet to keep their exclusive market, as defined in section 4 of this agreement.

b. An exclusive market is defined as a Client’s business relationships formed while the Client is building their local business referral network. It is not an exclusive ownership of a pre-defined geographic area (i.e. a zip code or group of zip codes).

c. During the onboarding process, a new Client is assigned a zip code or a group of zip codes in which the Client is allowed to start networking with local businesses. This process may result in the Client forming a relationship with a business which has multiple locations, some of which may not be in the Client’s assigned area. This is an expected result of this process, and other Clients need to be aware of this – not all businesses in a Client’s assigned area will be available for the Client to add to their network. Additionally, it’s important to remember that real estate transaction referrals coming from the Client’s network may be for transactions outside of their assigned a zip code or a group of zip codes – this is expected, and further shows the nature of an exclusive market with Mio Rede. An exclusive market is defined as a Client’s business relationships formed while the Client is building their local business referral network.

d. Mio Rede maintains the exclusive right to handle disputes between Clients regarding which client will receive real estate transaction referrals from a business relationship. Mio Rede works to minimize the potential for overlapping business relationships across different Client’s markets, but the nature of building business relationships means that avoiding overlapping is not always possible.

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6. Right to Engage with Businesses Added to Referral Networks

a. By adding businesses to your referral network, you acknowledge and agree that Mio Rede and our business partners reserve the right to contact, communicate, and establish direct relationships with those businesses, including but not limited to engaging in business dealings or collaborations outside the scope of your referral network.

b. Mio Rede is under no obligation to limit its interactions with businesses added to the referral network exclusively to the services provided to you. This includes the right to pursue independent business engagements, partnerships, or contracts with any businesses or entities within the referral network, without the need for additional consent or notice.

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7. Ownership of Referral Network and Continuation of Business Relationships
a. In the event that the Client discontinues their agreement with Mio Rede, either through cancellation, termination, or non-renewal, all work and efforts put into building or maintaining a referral network, including all business relationships established within that network, will become the sole property of Mio Rede. This includes any and all information, contacts, and goodwill related to the businesses involved.

b. Mio Rede retains full ownership of the referral network and reserves the right to continue engaging with the businesses within that network, irrespective of the Client’s departure. Furthermore, Mio Rede maintains the right to replace the departing Client with another client to take over the referral network or reassign the business relationships to another client, without the need for further consent or compensation to the departing Client.

c. The departing Client acknowledges that they forfeit any claim or interest in the referral network and any associated business relationships after discontinuation of the agreement.

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8. Treatment of Company Personnel
At Mio Rede, we are committed to providing a respectful, professional, inclusive, and safe environment for both our clients and our staff. By using our services, you agree to treat all of our employees, contractors, and representatives with courtesy and respect at all times. This includes, but is not limited to, refraining from:

a. Any form of verbal, physical, or written abuse, harassment, or discriminatory behavior.
b. Threats or intimidating language or actions.
c. Inappropriate or offensive comments or gestures.
Failure to adhere to this policy may result in the suspension or termination of services, at the company's sole discretion, without any obligation for a refund or reimbursement of fees. We reserve the right to take additional legal action in cases of serious misconduct.

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9. Right to Review and Approval
a. Referral Network: Mio Rede maintains the right to review, approve, or deny any business added to the Client's referral network to ensure alignment with the values and mission of Mio Rede.
b. Coupon Offers: Mio Rede reserves the right to review, approve, or deny any coupon offers added to the Mio Rede coupon app by businesses within the Client's referral network. All coupons must be appropriate for public distribution, as determined by Mio Rede in its sole discretion, to preserve the integrity of the platform for end users. All coupons should also be "high-value" offers as determined by Mio Rede representatives in their sole discretion. A non-exclusive list of generally acceptable offers are as follows: buy-one-get-one main entre, 50% off, free initial service, etc. Other offers can be accepted at the discretion of Mio Rede representatives. 

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10. Non-Compete and Non-Disclosure Agreement (NDA)
a. Non-Compete: The Client agrees not to engage in activities that compete with the services, products, or technologies developed by Mio Rede or the business partners of Mio Rede, either directly or indirectly, during the course of the Agreement and for ten (10) year following the termination of the Agreement, or the maximum amount of time permitted under applicable laws.
b. Non-Disclosure: The Client agrees to keep confidential all proprietary information related to Mio Rede's consulting services, business strategies, and technologies.
c. Non-Reverse Engineering: The Client agrees not to reverse engineer, replicate, or create derivative products or services based on Mio Rede's technology, consulting relationship, or intellectual property, or the technology, consulting relationship, or intellectual property of Mio Rede's business partners. 

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11. Dispute Resolution
a. Arbitration: Any disputes arising under or in connection with this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association (AAA). The location of arbitration shall be mutually agreed upon or, if no agreement can be reached, shall be held in the jurisdiction of Mio Rede's principal place of business.
b. Waiver of Class Action Rights: The Client agrees to waive any right to bring or participate in class action lawsuits against Mio Rede LLC.

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12. Technology Products Provided on an “As Is” Basis
a. No Guarantees for Future Upgrades: The technology products provided to the Client are offered on an "as is" basis, with no guarantees of future upgrades or enhancements.
b. Right to Modify: Mio Rede and Mio Rede's business partners reserve the right to update or modify any technology applications at its discretion at any time during the term of this Agreement. The Client acknowledges that the current technology products are not guaranteed to remain unchanged during the course of the Agreement.
c. External Factors and Availability: The functionality and usability of Mio Rede's technology products and the technology products of Mio Rede's business partners depend on various external factors, including third-party service providers and networking infrastructure, which are outside Mio Rede's control. Mio Rede therefore does not guarantee that its technology products will be available or functional at all times, and Mio Rede dose not accept liability for any loss caused by the technology products provided by Mio Rede or Mio Rede's business partners to the fullest extent permitted by applicable laws. 

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13. Limitation of Liability
Mio Rede's total liability for any claim arising out of or related to this Agreement shall not exceed the total fees paid by the Client for services rendered during the preceding one (1) month and a pro-rata refund of any pre-paid service that has not yet been provided, or the minimum amount required under applicable laws. Under no circumstances shall Mio Rede be liable for any indirect, incidental, or consequential damages to the fullest extent permitted by applicable laws. 

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14. Severability
If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to make it valid and enforceable. If no such modification is possible, the invalidity or unenforceability of any provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

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15. Miscellaneous
a. Modification of Terms: Mio Rede reserves the right to update or modify these terms and conditions at any time, with reasonable notice to the Client.
b. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which Mio Rede LLC is registered, without regard to its conflict of law principles.

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16. Entire Agreement
This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, and discussions between the parties.

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By entering into a purchase agreement with Mio Rede LLC, the Client acknowledges and agrees to the above terms and conditions.

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Thank you for your business, we are excited to work with you!