TERMS AND CONDITIONS

If your territory is no longer available, your security deposit will immediately be refunded.

In consideration of the mutual promises set forth herein and for other good and valuable consideration, the parties agree to the following terms and conditions:

Federal law permits Realprompt LLC, home of Foreclosure Program 3648, to offer its programs and services to a select and exclusive group of Real Estate Professionals. "Real Estate Professionals" include individuals licensed or registered as real estate brokers or agents in accordance with applicable State law who are excluded from the Secure and Fair Enforcement for Mortgage Licensing Act of 2008 ("SAFE Act"), 12 U.S.C. 51 § 5101, et seq., and mortgage loan originators registered with the Nationwide Mortgage Licensing System and Registry ("NMLS&R").

1. Services. Realprompt LLC, home of Foreclosure Program 3648, will provide the Real Estate Professional with training on the short-sale process, template documents for use in the short-sale process, Insider's Market Update (latest real estate market updates available), access to government support information, technology platforms, marketing and training materials, and administrative and clerical assistance in the facilitation of the short-sale (collectively, "Foreclosure Program 3648 Services"). Additionally, Realprompt LLC offers a personalized credibility website and may charge a fee for this service. Each of the Foreclosure Program 3648 Services is governed and described more fully by the applicable sections and subsections set forth below. Realprompt LLC does not take residential mortgage loan applications, nor does it offer or negotiate terms of a residential mortgage loan for compensation or gain. The Real Estate Professional is solely responsible for negotiating, processing and closing a short-sale.

a. Short-Sale Training. Realprompt LLC, home of Foreclosure Program 3648, provides the Real Estate Professional with access to Realprompt's exclusive technology platform that Realprompt LLC has created to provide the Real Estate Professional with working knowledge of the short-sale, effective marketing and client management, obtaining and understanding real estate appraisals, including Broker Price Opinions ("BPO"), and additional services that Foreclosure Program 3648 can provide, as detailed herein.

b. Realprompt LLC Documents. Realprompt LLC provides the Real Estate Professional with access to template marketing tools and time-tested short-sale documents that Realprompt LLC has developed for the Real Estate Professional's use.

c. Short-Sale Administration Platform. Realprompt LLC, home of Foreclosure Program 3648, provides the Real Estate Professional with access to the short-sale administration platform. Foreclosure Program 3648 will further provide the Real Estate Professional with his or her individual user name and password and electronic data storage capacity on Realprompt's web-access servers (the "Account"), through which the Real Estate Professional will be able to access an electronic administrative database containing administrative and clerical information that the Real Estate Professional can use to facilitate the completion of the short-sale with an efficiency not available to individuals not enrolled in Foreclosure Program 3648, storage of short-sale documents supplied by the Real Estate Professional, and time- and date-stamped status notes on the administrative and clerical tasks that have been completed or are in progress.

d. Administrative and Clerical Support for the Short-Sale. Upon request and the Real Estate Professional's provision of relevant information, Realprompt LLC will provide the Real Estate Professional with Administrative and Clerical Support, as defined in this subsection. "Administrative and Clerical Support" (collectively referred to as the "Short Sale Assistance Services") means the collection of information provided by the Real Estate Professional, receipt, and distribution of information commonly used by the Real Estate Professional to complete the sale of the real property under the circumstances of a short-sale and communication with the lender to obtain information necessary for the Real Estate Professional to successfully complete the short-sale. Further, "Administrative and Clerical Support" means, at the direction of the Real Estate Professional, to organize, prepare, complete and forward a complete package of short-sale documents to the applicable lender; to undertake diligent efforts, once the short-sale documents have been forwarded to the lender, to confirm that the lender has received the short-sale documents; to confirm the ordering, completion, and receipt by the relevant lender of appraisals and/or BPO, other Administrative and Clerical Support as needed; and to provide the same administrative and clerical support with all junior security interests on behalf of the Real Estate Professional including, but not limited to, lines of credit, judgments, assessment liens, mechanic's liens, and tax liens; and to schedule the short-sale closing.

e. Leads. Within fifteen (15) to twenty-one (21) business days of execution of the Terms and Conditions and receipt of the Enrollment Deposit and first Monthly Security Deposit, Realprompt LLC will provide the Real Estate Professional with the name and address of 200 individual homeowners who are likely 30, 60, 90 (or more) days late on their mortgage (individually, a "Lead") located in any territory identified by the Real Estate Professional and confirmed as available by an Integration Specialist, and will distribute these Leads monthly while the Real Estate Professional's Monthly Security Deposit is current and in accordance with the Terms and Conditions, including the contract term specified in Section 5 herein. The Real Estate Professional will be the exclusive recipient of those leads he or she receives in any given month in the confirmed territory. Realprompt LLC will not provide those same Leads that month to any other Real Estate Professional. Foreclosure Program 3648 makes no representations about the financial condition, interest level, or ability to complete a short-sale of any individual Lead. Foreclosure Program 3648 will provide Leads electronically to the Real Estate Professional, in a file format compatible with commonly available spreadsheet software. The Real Estate Professional may access his or her Leads by email from Realprompt LLC. Should the Real Estate Professional determine that his or her leads are not exclusive within Realprompt LLC or determine that there is any other problem with his or her Leads, then he or she agrees to contact Realprompt LLC immediately so that the situation may be remedied.

f. Modifications. Realprompt LLC, home of Foreclosure Program 3648, reserves the right to modify, add, delete, change or update any component or all components of Realprompt Services at Realprompt's sole discretion. This includes, but is not limited to, changes in Lead distribution channels, types and sources of Leads, administrative and clerical responsibilities, fees, deposits, discounts, training, and other services. The Real Estate Professional remains solely responsible for reviewing the content in Realprompt's website, technology platforms, e-mails and other communication and complying with any modification, addition, deletion, change or update posted therein.

2. Fees and Commissions. The parties agree to the financial terms as set forth below.

a. Deposits. Upon execution of the Terms and Conditions, the Real Estate Professional will supply a one-time provisional security deposit with Realprompt LLC in the amount of $97.00 for administrative costs, enrollment and integration in Foreclosure Program 3648 Services (the "Enrollment Deposit"). In addition, upon verbal confirmation by a Foreclosure Program 3648 Integration Specialist that the Real Estate Professional's respective territory/s are available, the Real Estate Professional will supply their first month's provisional security deposit in the amount of $197.00 (the "Monthly Security Deposit) for an initial set of deposits totaling $294.00. The Real Estate Professional will then supply the $197.00 Monthly Security Deposit every month thereafter during the term of the Terms and Conditions. The Monthly Security Deposit secures the Real Estate Professional's leads as outlined in subsection 1(e) and access to Short Sale Training and Foreclosure Program 3648 Documents as outlined in subsections 1(a) and 1(b) respectively. At the time of enrollment, IF the Real Estate Professional's respective territory/s are closed or unavailable, Foreclosure Program 3648 will immediately refund the $97.00 Enrollment Deposit and the Real Estate Professional will not be charged the first month's $197.00 Monthly Security Deposit. Once The Real Estate Professional has closed 2 transactions that result in Foreclosure Program 3648 collecting fees as outlined in subsections 2(b) and 2(c), and have at least 5 additional, current short sale transactions with contracts in process with Foreclosure Program 3648's Short Sale Assistance Services, or any other affiliate company chosen at Foreclosure Program 3648's sole discretion, the $197.00 Monthly Security Deposit will be waived. Realprompt LLC utilizes a secure electronic payment processor in order to properly debit/credit the Real Estate Professional's account, Realprompt LLC requires the last four digits of the credit or debit card the Real Estate Professional will utilize. This facilitates the electronic transfer of funds. Realprompt LLC will maintain credit and debit card information in the strictest confidence and will, at the Real Estate Professional's option, destroy the information upon termination of the Terms and Conditions.

b. Buyer's Facilitation Fee. With respect to any short-sale in which Realprompt LLC, home of Foreclosure Program 3648, has provided any Short Sale Assistance Services, at its sole option, Realprompt LLC may, at the closing of the short-sale by the Real Estate Professional, collect a fee from the buyer (the "Buyer Facilitation Fee") made payable to either Foreclosure Program 3648, Trudocs LLC, RPR Services or any other affiliate company chosen at Foreclosure Program 3648's sole discretion. This fee will be 1% of the final contract sales price of the short-sale property or $1,500.00, whichever is greater. Realprompt LLC or any of its affiliate companies do not represent or act on behalf of the short-sale buyer.

c. Referral Fee. In instances where a Buyer Facilitation Fee is not collected at the closing and the Short Sale Assistance Services of Realprompt LLC are utilized to secure the approval, the Real Estate Professional guarantees a payment of 1% (one percent) of the final contract sales price of a short-sale transaction or $1,500, whichever is greater, as the "Referral Fee," paid either to Trudocs LLC, RPR Services, or any other licensed affiliate brokerage chosen at Foreclosure Program 3648's sole discretion, at the time of the closing on the property.

d. Credits. Upon closure of a short-sale by the Real Estate Professional, Realprompt LLC, home of Foreclosure Program 3648, will credit the Real Estate Professional an amount equal to 25 percent of the Buyer's Facilitation Fee or Referral Fee collected from the Real Estate Professional's short-sales, not to exceed an amount equal to the total provisional Monthly Security Deposits collected up to the date of the short-sale closing. Foreclosure Program 3648 will provide this credit on a monthly basis to the credit or debit card account that the Real Estate Professional has provided under subsection 2(a) in the month following the month in which the relevant short-sale closed. The Real Estate Professional must be currently enrolled in Foreclosure Program 3648 and current on all deposits due to Foreclosure Program 3648 at the time of the closing and the 1% fee or $1500, whichever is greater, must be collected in order to qualify for the credit described in this subsection.

3. Independent Contractors. The parties are wholly independent contractors and neither party is an agent, employee, representative, partner, owner, member or joint venture of the other party. Nothing contained in the Terms and Conditions, and no action or inaction undertaken in furtherance of the Terms and Conditions, should be construed as creating an agency relationship between the parties for any purpose. The Real Estate Professional has no authority under any circumstance to act on behalf of Realprompt LLC. At no time during Realprompt LLC's relationship with the Real Estate Professional will Realprompt LLC establish a legal relationship with, represent or act on behalf of any party to the short-sale transaction.

4. Taxes. The Real Estate Professional will pay all federal, state, and local taxes and fees arising out of or related to any profit that the Real Estate Professional realizes through short-sales, including, but not limited to, federal and state income taxes, unemployment taxes, social security taxes, and licensing fees.

5. Term and Termination. The Terms and Conditions remain effective for one (1) month from the date of its execution (the "Minimum Term") and continue in effect until terminated by either party pursuant to the terms of this section. After the Minimum Term, either party may terminate the Terms and Conditions with or without cause upon 30 (thirty) days written notice either to Realprompt LLC by certified U.S. Mail, electronic mail or personal delivery at the address under Realprompt LLC's signature below or to the Real Estate Professional's address of record. Realprompt LLC may terminate the Terms and Conditions immediately and without prior notice to the Real Estate Professional with or without cause. "Cause" is defined as the Real Estate Professional has engaged in fraud, misrepresentation, negligence, or in any activity deemed to be a violation of federal or applicable state law. In the event that the Real Estate Professional terminates the Terms and Conditions, Realprompt LLC has the right to recover all applicable fees due under the Terms and Conditions notwithstanding the termination of the Terms and Conditions.

6. Warranties and Representations. Each party makes the representations and warranties to the other party as set forth below.

a. Realprompt LLC's Representations and Warranties. Realprompt LLC, home of Foreclosure Program 3648, represents that Foreclosure Program 3648 Services are Realprompt LLC's good faith and best efforts and in compliance with federal and applicable state law. Due to the fluidity of this area of the profession and the ever-changing laws, rules and regulations of each State, Foreclosure Program 3648 cannot warrant that all information in Foreclosure Program 3648 Services is current or effective in every situation. Consistent with the Real Estate Professional's duty as an independent contractor, the Real Estate Professional should consult with independent counsel about compliance with current federal and state laws and regulations. Foreclosure Program 3648 Short Sale Assistance Services are intended to provide administrative and clerical assistance to the Real Estate Professional in his or her completion of a short-sale and should not be the sole basis upon which the Real Estate Professional relies to successfully complete a short-sale.

b. Real Estate Professional's Representations and Warranties. Real Estate Professional's Representations and Warranties. The Real Estate Professional represents and warrants that he or she is licensed or registered as a real estate broker or agent in accordance with applicable State law who is excluded from the Secure and Fair Enforcement for Mortgage Licensing Act of 2008 ("SAFE Act"), 12 U.S.C. § 5101, et seq., or a mortgage loan originator registered with the Nationwide Mortgage Licensing System and Registry ("NMLS&R") and permitted by law to participate in a short-sale transaction. The Real Estate Professional represents and warrants that he or she intends to use Foreclosure Program 3648 Services solely for the purpose of assisting a homeowner to complete a short-sale to a bona fide third party purchaser and for no other purpose whatsoever. Realprompt LLC does not condone the practice of "equity skimming" and "mortgage foreclosure rescue" scams as these practices are against the principles of Realprompt LLC. The Real Estate Professional warrants and represents that he or she will not market Realprompt LLC in a deceptive manner nor will he or she impute, imply, or allege Realprompt LLC is in any manner affiliated with or endorsed by any government. The Real Estate Professional further represents and warrants that he or she reviews and understands the Real Estate Professional will at all times act in a manner that complies with the requirements of federal and applicable state law governing real estate transactions. The Real Estate Professional warrants that he or she holds an Errors and Omissions Insurance Policy, or similar insurance policy, with policy limits of $1 million per incident.

7. Indemnification. The Real Estate Professional will defend, indemnify, and hold Realprompt LLC and its directors, officers, members, affiliates, subcontractors, employees, successors, and assigns harmless from and against any and all claims, proceedings, actions, judicial proceedings, administrative hearings, arbitrations, mediations, quasi-judicial proceedings, demands, liabilities, damages, fines, court costs, expenses, and attorneys' fees of any nature whatsoever, whether contingent or accrued ("Claims"), arising out of or in connection with, the short-sale process or in any way relating to the Real Estate Professional, his or her agents, brokers, employees or assigns that in any manner allege liability against Realprompt LLC and its directors, officers, members, affiliates, subcontractors, employees, successors, and assigns. Foreclosure Program 3648 reserves the right to control its own defense, including, but without limitation, the right to select its own defense counsel. This indemnification and hold harmless clause should be construed to indemnify Realprompt LLC to the maximum amount permitted under applicable federal and state laws.

8. Confidentiality. Confidential information shall include any and all information, processes, platforms, marketing tools and strategies, Leads, and any service or products that the Real Estate Professional receives from Realprompt LLC, home of Foreclosure Program 3648, that is not in the public domain. The Real Estate Professional shall not divulge confidential information to anyone other than its employees, associates and broker. The Real Estate Professional shall limit the disclosure of confidential information to those associates, employees and broker as necessary to permit the Real Estate Professional to perform his or her tasks. The Real Estate Professional agrees to inform each said employee, associate, agent or broker to whom confidential information is communicated of the obligation herein contained. The Real Estate Professional shall obtain from each employee, associate or broker a written agreement obligating those individuals to adhere to the duty of confidentiality as described herein.

Although confidential information may be in the public domain, that, in and of itself, does not constitute an exception to this confidentiality agreement if the aforesaid is used in combination with other confidential information that is not in the public domain. Nor is it an exception to this confidentiality agreement if multiple forms of confidential information are in the public domain if the combination and usage of these is such that the combination is not in the public domain. Confidential information may be disclosed to a third party to the extent necessary to comply with a subpoena, court order, agency order, or other governmental process as long as the party disclosing confidential information provides the other party with no less than seven (7) calendar days' written notice before the intended disclosure or production.

9. Authority to Execute. Each party executing this Terms and Conditions represents and warrants that he or she has the right and authority to execute the Terms and Conditions on behalf of the party for whom he or she signs. Each party represents and warrants that no consent of any person or entity who is not a party to the Terms and Conditions is necessary in order for the Terms and Conditions to be binding upon the parties and their successors and assigns.

10. Entire Agreement; Amendment. The Terms and Conditions contains the entire understanding of the parties and supersedes all prior agreements and understandings between the parties on the subject matter of the Terms and Conditions. The Terms and Conditions listed herein are understood by the parties and the parties agree there is no ambiguity herein. Each party acknowledges that it has had the opportunity to consult with independent counsel.

11. The Terms and Conditions may also be modified or amended with individual Real Estate Professionals on a case-by-case basis and only by written agreement of all parties hereto.

12. Governing Law; Jurisdiction; Venue. The law of the State of Arizona shall apply to the Terms and Conditions and its construction. To the extent any provision or clause in the Terms and Conditions is prohibited by any law or is deemed unenforceable, such prohibition or unenforceability shall not invalidate any of the remaining clauses or provisions hereof. Further, the parties agree that the execution of the Terms and Conditions by the Real Estate Professional constitutes an offer to Realprompt LLC, home of Foreclosure Program 3648,. Realprompt LLC's execution of the Terms and Conditions constitutes acceptance of the Real Estate Professional's offer and the parties agree that the acceptance and locus of the contract is Maricopa County, Gilbert, Arizona. As to any dispute of any type between the parties, the parties agree and consent to the jurisdiction of the Maricopa County Court, Gilbert, Maricopa County, Arizona and each party specifically waives any defense of jurisdiction.

13. Successors and Assigns. The provisions of the Terms and Conditions shall extend to, bind, and inure to the benefit of the parties and their respective representatives, heirs, successors, and assigns. No party may assign its rights or obligations under the Terms and Conditions without the consent of the other parties, which consent may be withheld at the discretion of any non-assigning party.

14. Attorneys' Fees and Costs. Should Realprompt LLC, home of Foreclosure Program 3648, employ counsel to enforce the Terms and Conditions, then Realprompt LLC shall be entitled to attorneys fees, costs and expenses associated with said enforcement.

15. Counterparts. The Terms and Conditions may be executed in counterparts, and all such counterparts once so executed shall together be deemed to constitute one final agreement, as if one document had been signed by all parties, and each such counterpart, upon execution and delivery, shall be deemed a complete original, binding on the parties hereto. An email copy of an original signature shall be deemed to have the same force and effect as the original signature.

16. Construction. The Table of Contents and Section Headings contained herein are inserted as a matter of convenience and shall not affect in any way the terms of the Terms and Conditions.

17. Effective Date. The Terms and Conditions shall be effective as of the date the Terms and Conditions are accepted by the Real Estate Professional and executed by Realprompt LLC, home of Foreclosure Program 3648,.

18. The Real Estate Professional does hereby attest, by execution of the Terms and Conditions, that he or she is either excluded under the SAFE Act or is registered with the NMLS&R.


Foreclosure Program 3648
2450 S. Gilbert Rd.
Ste #210
Chandler, AZ 85286