Agent Services Terms

Pro Forma Services, LLC

Last Updated: June 21, 2026

These Agent Services Terms (these "Agent Terms" or this "Agreement") govern your use of the Pro Forma platform and Services as a leasing agent ("Agent," "you," or "your") and apply to the brokerage with which you are affiliated. They are provided by Pro Forma Services, LLC, a Delaware limited liability company ("Pro Forma," "Company," "we," "us," or "our"), located at 1301 N Broadway, Ste 32095, Los Angeles, CA 90012, together with its affiliated brokerage, Lyra Residential, Inc., a licensed California real estate brokerage (License #02328271) ("Lyra Residential").

Your use of the Pro Forma Services is at all times subject to our Terms of Use, which incorporate these Agent Terms. These Agent Terms are also subject to, and supplement, the master Client Services Agreement and the Leasing Services Terms. Any terms used in these Agent Terms without definition have the meanings given to them in the Terms of Use. References in these Agent Terms to a "Client" mean the property-management customer (also referred to as a "property manager") for whom Agent Services are performed, including (a) a third-party property manager with authority to act for a property or its owner, (b) an operating company, or (c) the entity that owns the property.

1. Agent Services; Payment; No Violation of Rights or Obligations

As a Pro Forma Agent, you may provide leasing services, including but not limited to showing rentals and procuring leases (the "Agent Services"), for opportunities that are offered through our platform.

1.1 Consideration; Performance of Agent Services

As the only consideration due to Agent regarding the subject matter of this Agreement, and subject to Agent's compliance with all of the terms of this Agreement, Agent shall receive payments and Company will grant access to Agent to the Pro Forma platform as (and only as) expressly stated in these terms. Unless otherwise specifically agreed upon by Company in writing (and notwithstanding any other provision of this Agreement), all activity relating to Agent Services will be performed by and only by Agent or by employees of Agent who have been approved in writing in advance by Company.

1.2 Agent Code of Conduct and Fair Housing

Agent represents, warrants and agrees that it will perform all of its obligations under this Agreement (and will otherwise conduct itself) in strict accordance with Pro Forma's then current Agent Code of Conduct and all applicable laws and regulations (including without limitation the Fair Housing Act and similar laws), failing which Agent shall not be eligible for any commission. In particular, in connection with the Agent Services Agent will not, on the basis of race, color, religion, sex (including sexual orientation, gender identity, and gender expression), familial status, national origin, disability, age, marital status, ancestry, source of income (including housing vouchers), military or veteran status, or any other class protected by applicable federal, state, or local law: (i) steer or direct any prospect toward or away from any property, unit, or neighborhood; (ii) provide different information, availability, tour access, or terms to any prospect; (iii) make or act on any discriminatory statement or preference; or (iv) take or recommend any discriminatory tenant-selection action. Agent will promptly forward any request for a reasonable accommodation or modification to the applicable Client. Without limiting the foregoing, Agent agrees that it will not (and will not permit others to) share sensitive information like building access information, lock box or access code, violate any agreement with or rights of any third party or, except as expressly authorized by Company in writing hereafter, in connection with the Agent Services or otherwise for or on behalf of Company.

1.3 Confidentiality

Agent agrees that all business, technical and financial information (including, without limitation, the identity of and information relating to customers or employees) developed, learned or obtained by or for or on behalf of Agent during the period that Agent is to be providing the Agent Services that relate to Company or the business or demonstrably anticipated business of Company or in connection with the Agent Services or that are received by or for Company in confidence, constitute "Proprietary Information." Agent shall hold in confidence and not disclose or, except in performing the Services, use any Proprietary Information. However, Agent shall not be obligated under this paragraph with respect to information Agent can document is or becomes readily publicly available without restriction through no fault of Agent. Upon termination or as otherwise requested by Company, Agent will promptly provide to Company all items and copies containing or embodying Proprietary Information, except that Agent may keep its personal copies of its compensation records and this Agreement. Agent also recognizes and agrees that Agent has no expectation of privacy with respect to Company's telecommunications, networking or information processing systems (including, without limitation, stored computer files, email messages and voice messages) and that Agent's activity, and any files or messages, on or using any of those systems may be monitored at any time without notice.

1.4 Non-Solicitation; Background Checks

Agent agrees that during the period over which it is to be providing the Services, Agent will not directly or indirectly encourage or solicit any customer, employee or consultant of Company to leave Company for any reason. Company may perform and Agent expressly gives Company the authority to perform appropriate screening of Agent, including without limitation background checks in accordance and to the extent permitted by law.

1.5 Handling of Client and Consumer Data

Agent may not collect any information from or relating to Clients or to prospective or actual tenants, rental applicants, or other consumers ("Client and Consumer Data"), whether via the Services, in the course of performing Agent Services, or otherwise, beyond what is necessary to perform the Agent Services for the applicable person from or about whom such Client and Consumer Data was collected. Agent also must not use any Client and Consumer Data beyond what is necessary to perform the Agent Services for such applicable person. Upon the conclusion of the Agent Services (or otherwise upon the request of the applicable person or Pro Forma), Agent must properly destroy all Client and Consumer Data relating to such person and make no further use of it whatsoever. Agent must collect, use, maintain, and transmit all Client and Consumer Data in compliance with all applicable laws.

2. Leasing Opportunities

2.1 Availability and Acceptance

We may notify our Agents of the opportunity to perform Agent Services directly for Clients with respect to leads received on or through the Pro Forma platform and/or with properties onboarded to the Pro Forma platform (collectively, "Leasing Opportunities"). You agree that by logging into the Pro Forma app or account on the Pro Forma website and choosing a location, you are making yourself available to receive Leasing Opportunities, which you may accept or reject.

2.2 Anti-Disintermediation

You hereby agree to pursue and close the Leasing Opportunities solely on the Pro Forma platform. If you disintermediate the Pro Forma platform by pursuing or closing any Leasing Opportunity outside of the Pro Forma platform, we reserve the right to suspend or terminate your account and seek monetary damages.

2.3 Service Fee

For Leasing Opportunities, Pro Forma, through its affiliated brokerage, Lyra Residential, Inc., a licensed California real estate brokerage (License #02328271), may charge Service Fees for facilitating payments from Clients to Agents. A Service Fee is defined as the fee you pay for using Pro Forma's Services to receive payments from Clients on a transactional basis. For the avoidance of doubt, the Service Fee shall be equal to 10% of the commissions paid by Clients. This Service Fee becomes applicable at the time the lease is reported through the Pro Forma platform.

Service Fees are automatically deducted from the payout amount you receive from the Client. You agree not to pass on these Service Fees to the Client, whether through additional charges, price increases, or any other means. Pro Forma reserves the right to revise the Service Fees at any time.

2.4 Indemnification of Clients

Agent agrees to indemnify, defend, and hold harmless any Client (including their respective officers, directors, employees, agents, and affiliates) with whom Agent connects or provides services through the Pro Forma platform, and any owner of a property managed by such Client that receives Agent Services, and Pro Forma and Lyra Residential, Inc. and their respective officers, directors, employees, and agents (collectively, the "Indemnified Parties"), from and against any and all claims, liabilities, damages (actual and consequential), losses, and expenses (including reasonable attorneys' fees and costs) arising out of or in any way relating to:

• (a) Agent's provision of, or failure to provide, Agent Services, including but not limited to, the quality, accuracy, timeliness, or completeness of such services;
• (b) Agent's representations or warranties made to the Client or any owner of a property managed by the Client, whether express or implied;
• (c) Agent's breach of any agreement (written, oral, or implied) with the Client or in connection with the provision of Agent Services;
• (d) Agent's violation of any applicable federal, state, or local laws or regulations, including, but not limited to, fair housing laws, real estate licensing laws, and privacy laws;
• (e) Any negligent or willful misconduct by Agent in connection with the Agent Services or the use of the Pro Forma platform;
• (f) Any claims by third parties (including, but not limited to, tenants, prospective tenants, or other real estate professionals) arising from or related to Agent's actions or omissions in connection with the Agent Services; and
• (g) Any damage to property caused by Agent during the performance of Agent Services.

3. All Commissions Subject to Approval and Payment by Clients

3.1 Commissions Not Guaranteed

All commissions listed on Pro Forma are subject to the Client's approval and are not guaranteed. Even if a Client approves a lease transaction on the Pro Forma platform, this approval does not guarantee that a commission will be paid. Lyra Residential, Inc., Pro Forma's affiliated licensed brokerage, will attempt to collect commissions from Clients of listed properties and pay them to your real estate brokerage, but neither Pro Forma nor Lyra Residential can guarantee the successful collection or payment of any commission.

Pro Forma is not liable for payment of any commission or other fees directly to you or your brokerage under this Agreement. Furthermore, Pro Forma shall not be responsible or liable in any way if a Client fails to make payment for an approved commission, or if a commission is not paid for any other reason. The obligation to pay commissions rests solely with the Client; Pro Forma provides the platform, and commission payments are processed by its affiliated brokerage, Lyra Residential, Inc.

3.2 Indemnification for Unpaid Commissions

By using the Pro Forma platform, you personally agree to indemnify, defend, and hold harmless Pro Forma, its officers, directors, employees, and agents from any and all claims, damages, losses, liabilities, actions, judgments, costs, and expenses (including reasonable attorneys' fees) arising out of or related to any failure or refusal by a Client to pay an approved commission, or any other issue related to unpaid commissions. This indemnification includes, but is not limited to, any legal actions or claims you may consider bringing against Pro Forma for unpaid commissions.

3.3 Sole Recourse Against the Client

You acknowledge and agree that your sole recourse for any unpaid commissions is directly against the Client who approved the transaction, and not against Pro Forma. Pro Forma's responsibility is limited to accurately reflecting the approved commission on the platform and facilitating the transfer of funds that are actually received from the Client.

You understand and agree that it is your responsibility to inform your brokerage of these terms and any potential risks associated with unpaid commissions when using the Pro Forma platform.

4. Payments to Brokerages

4.1 Brokerage Selection and Authority

Agents are solely responsible for selecting their current brokerage when creating their Pro Forma profile and promptly updating their profile if they change brokerages. Agents represent and warrant that they have the authority to direct commission payments to the brokerage listed on their profile.

Pro Forma relies on the brokerage information provided by agents. While Pro Forma verifies that the brokerage selected by an agent is a licensed real estate brokerage in the applicable state, it does not independently verify that the agent is currently affiliated with that brokerage. The responsibility for selecting the correct current brokerage lies solely with the agent.

Lyra Residential will pay any commissions owed solely to the brokerage listed on the agent's profile at the time the lease was reported, even if the agent selected an incorrect brokerage or subsequently changes brokerages.

4.2 Indemnification and Liquidated Damages for Incorrect Brokerage Information

Agents agree to indemnify, defend, and hold harmless Pro Forma from any claims, losses, liabilities, damages, expenses, and costs (including reasonable attorneys' fees) arising from or related to any incorrect or outdated brokerage information provided by the agent. Additionally, in the event that Pro Forma is subject to any legal action, claim, or demand (including but not limited to lawsuits, arbitrations, or administrative proceedings) by a brokerage or any other third party for a commission payment or any related damages, as a direct or indirect result of an agent providing incorrect, incomplete, or outdated brokerage information on their Pro Forma profile, the agent agrees to pay Pro Forma liquidated damages. These liquidated damages shall consist of $75,000 for each separate legal action, claim, or demand brought against Pro Forma, regardless of the number of leases involved in such action, and an additional $5,000 for each individual lease that was reported incorrectly within any such legal action, claim, or demand. For clarity, if a single legal action involves multiple incorrectly reported leases, the liquidated damages would be $75,000 plus $5,000 multiplied by the number of incorrectly reported leases involved in that action.

The parties acknowledge and agree that the potential harm to Pro Forma resulting from such legal actions and incorrectly reported leases would be difficult to accurately estimate. The liquidated damages amounts specified herein represent a reasonable forecast of the potential damages Pro Forma might incur in such situations. These liquidated damages provisions are intended as fair compensation for potential losses and not as a penalty. This provision is in addition to, and does not replace or limit, any other remedies available to Pro Forma under this Agreement or applicable law, including but not limited to the right to seek actual damages if they exceed the liquidated damages amount, injunctive relief, or any other appropriate remedy.

4.3 Release and Waiver

By using Pro Forma, agents release and agree not to sue Pro Forma for any claims related to commission payments made in accordance with the brokerage information on their profile. Agents waive any claims against Pro Forma and agree that their sole recourse for any commission disputes is against the brokerage that received the payment.

Pro Forma shall not be liable to agents or brokerages for any commission payments made in reliance on the information provided by agents. Agents acknowledge that Pro Forma is not a party to any commission agreements between agents and brokerages.

4.4 Payment Timing

Lyra Residential will make best efforts to process payments to your brokerage as quickly as possible after receiving payment from a Client. However, exact payment timing cannot be guaranteed due to various factors that may affect the processing of transactions.

5. Warranties and Other Obligations

5.1 Agent Warranties

Agent represents, warrants and covenants that:

• (a) the Services will be performed in a professional and workmanlike manner and that none of such Services nor any part of this Agreement is or will be inconsistent with any obligation Agent may have to others;
• (b) Agent shall comply with all applicable laws and Company rules in the course of performing the Services; and
• (c) if Agent's services require any license(s), Agent has obtained all applicable licenses and such licenses are in full force and effect.

5.2 Licensing and 48-Hour Notice

All Agents are responsible for keeping their license active and in good standing. Agents shall notify Pro Forma within 48 hours of any changes to their licensing status or brokerage affiliation.

6. Termination

If either party breaches a material provision of this Agreement, the other party may terminate this Agreement upon five (5) days' notice, unless the breach is cured within the notice period. Either party may terminate this Agreement upon ten (10) days' notice. Sections 1.3, 2, 3, 4, and 7 of this Agreement and any remedies for breach of this Agreement shall survive any termination or expiration. Company may communicate the obligations contained in this Agreement to any other (or potential) client or employer of Agent.

7. Independent Contractor Status

Notwithstanding any provision hereof, Agent is an independent contractor and is not an employee, partner or joint venturer of Company and shall not bind nor attempt to bind Company to any contract. Agent shall accept any directions issued by Company pertaining to the goals to be attained and the results to be achieved by Agent, but Agent shall be solely responsible for the manner and hours in which the Services are performed under this Agreement. Agent shall not be eligible to participate in any of Company's employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs. Company shall not provide workers' compensation, disability insurance, Social Security or unemployment compensation coverage or any other statutory benefit to Agent. Agent shall comply at Agent's expense with all applicable provisions of workers' compensation laws, unemployment compensation laws, federal Social Security law, the Fair Labor Standards Act, federal, state and local income tax laws, and all other applicable federal, state and local laws, regulations and codes relating to terms and conditions of employment required to be fulfilled by employers or independent contractors. Agent will ensure that its employees, contractors and others involved in the Services, if any, are bound in writing to the foregoing, and to all of Agent's obligations under any provision of this Agreement, for Company's benefit and Agent will be responsible for any noncompliance by them. Agent agrees to indemnify Company from any and all claims, damages, liability, settlement, attorneys' fees and expenses, as incurred, on account of the foregoing or any breach of this Agreement or any other action or inaction by or for or on behalf of Agent.