Agent Onboarding Agreement

In this Agreement, the following terms shall have the meanings ascribed to them below unless the context requires otherwise:

• "Agent" refers to any property agent, real estate negotiator (REN), estate agent, service provider, contractor, merchant, or any other professional registered on the Platform to offer property-related or ancillary services to Users.
• "Platform" refers to the Rho Property website, mobile application, progressive web application, application programming interfaces (APIs), and all related services, features, tools, content, and infrastructure operated by the Company.
• "Content" refers to all text, images, photographs, videos, data, property listings, descriptions, pricing information, reviews, ratings, messages, documents, and any other materials published, uploaded, transmitted, or made available through the Platform by the Agent.
• "Credits" refers to the internal digital currency, tokens, or units purchased or earned on the Platform and used for listing properties, boosting visibility, accessing premium features, or any other Platform function requiring payment.
• "Rho Coins" refers to the reward tokens issued by the Platform for engagement, promotional activities, or other incentive programmes as determined by the Company from time to time.
• "User" refers to any individual or entity that accesses or uses the Platform, including but not limited to property seekers, buyers, renters, tenants, investors, and visitors.
• "Listing" refers to any property advertisement, service advertisement, or promotional content published on the Platform by an Agent.
• "Confidential Information" refers to all non-public information disclosed by the Company or obtained through use of the Platform, including but not limited to User data, business strategies, algorithms, pricing models, technical specifications, and proprietary processes.
• "Intellectual Property" refers to all patents, trademarks, service marks, trade names, copyrights, trade secrets, domain names, logos, designs, software code, databases, and any other proprietary rights owned by or licensed to the Company.
• "Malaysian Laws" refers to all applicable legislation, regulations, by-laws, guidelines, directives, and codes of practice in force in Malaysia, including but not limited to the Contracts Act 1950, the Personal Data Protection Act 2010, the Board of Valuers, Appraisers, Estate Agents and Property Managers Act 1981, and the Consumer Protection Act 1999.

2.1. All Agents must complete the registration process and submit all required documentation, including but not limited to valid identification, professional licences, registration certificates, and any other credentials as requested by the Company.

2.2. The Company retains sole and absolute discretion to approve, reject, or defer any Agent application without obligation to provide reasons for its decision. No Agent shall be entitled to list any property or service on the Platform until the Company has provided explicit written or electronic approval through its administrative review process.

2.3. Administrative approval is mandatory before any Listing becomes visible to Users. The Company reserves the right to require additional verification, documentation, or compliance checks at any stage before, during, or after the approval process.

2.4. The Agent warrants and represents that all information provided during registration and at all times thereafter is true, accurate, complete, and not misleading. The Agent shall promptly notify the Company of any changes to their registration information, professional status, or licensing within seven (7) calendar days of such change.

2.5. The Company may, at its sole discretion, impose probationary periods, listing limits, feature restrictions, or enhanced monitoring requirements on newly approved Agents or Agents whose conduct warrants closer oversight.

3.1. The Agent shall at all times maintain the highest standards of professional conduct, integrity, and ethical behaviour when using the Platform and in all interactions with Users, the Company, and other Agents.

3.2. The Agent shall ensure that all Listings and Content are accurate, truthful, current, and not misleading in any respect, including but not limited to property descriptions, pricing, availability, location details, photographs, floor plans, amenities, and any claims regarding the property or service.

3.3. The Agent shall comply with all applicable Malaysian Laws, including but not limited to the Board of Valuers, Appraisers, Estate Agents and Property Managers Act 1981 ("BOVAEP Act") and all regulations, rules, standards, and codes of conduct issued thereunder. Agents who are required to be registered under the BOVAEP Act must maintain valid and current registration at all times while using the Platform.

3.4. The Agent shall maintain all valid and current professional licences, registrations, permits, and certifications required under Malaysian Laws to carry out the services offered through the Platform. The Agent must provide proof of such licences upon request by the Company.

3.5. The Agent shall not engage in any form of misrepresentation, fraud, deception, harassment, discrimination, spam, unsolicited communication, or any conduct that may damage the reputation of the Platform, the Company, or its Users.

3.6. The Agent is solely responsible for the accuracy, legality, and appropriateness of all Content published through the Platform. The Agent shall immediately update or remove any Content that becomes inaccurate, outdated, or otherwise non-compliant.

3.7. The Agent shall keep all login credentials, API keys, and account access information secure and shall not share, transfer, sell, or permit any unauthorised person to access their Agent account. The Agent is fully liable for all activity conducted through their account.

4.1. All Listings must accurately represent the property or service being offered, including but not limited to: the correct property type, tenure, size, number of rooms, furnishing status, pricing (whether sale price, rental amount, or service fee), location, availability status, and any material defects or encumbrances known to the Agent.

4.2. Photographs and visual media must depict the actual property or service being advertised. Stock images, digitally altered images that misrepresent the property's condition, and images of different properties are strictly prohibited unless clearly labelled as indicative or reference images.

4.3. The Agent shall not publish any Content that is false, misleading, deceptive, defamatory, obscene, discriminatory, infringing upon third-party intellectual property rights, or in violation of any applicable law or regulation.

4.4. The Company reserves the absolute right, without prior notice and without liability, to remove, modify, edit, suspend, or restrict any Listing or Content that the Company determines, in its sole discretion, to be inaccurate, misleading, inappropriate, non-compliant with this Agreement or Platform policies, or otherwise objectionable.

4.5. The Agent acknowledges that the Company may implement automated or manual review processes for Listings and Content. The Company's decision regarding any Listing or Content is final and binding.

4.6. Duplicate listings, keyword stuffing, misleading categorisation, and any form of manipulation of the Platform's search, ranking, or display algorithms are strictly prohibited and may result in immediate account suspension or termination.

5.1. The Platform operates a credit-based system whereby Agents may purchase Credits to list properties, boost Listings, access premium features, and utilise other paid services. The pricing, value, and allocation of Credits are determined solely by the Company and may be changed at any time without prior notice.

5.2. All Credits purchased are strictly non-refundable regardless of the circumstances, including but not limited to account suspension, termination, change in Platform features, pricing adjustments, or the Agent's decision to discontinue use of the Platform, except where a refund is mandatorily required by applicable Malaysian law.

5.3. Credits are non-transferable and may not be sold, exchanged, gifted, assigned, or transferred to any other Agent, User, or third party under any circumstances.

5.4. Upon termination of the Agent's account for any reason, whether by the Agent or the Company, all unused Credits, Rho Coins, and any other digital currency or rewards associated with the account shall be immediately and irrevocably forfeited without compensation. The Agent waives any and all claims to the value of such forfeited Credits.

5.5. The Company reserves the right to expire unused Credits after a period determined by the Company. Agents will be notified of any Credit expiry policy through the Platform.

5.6. All fees are exclusive of applicable taxes, including but not limited to Sales and Service Tax (SST), which shall be borne by the Agent where applicable.

6.1. All Intellectual Property in and relating to the Platform, including but not limited to the Rho Property name, logo, branding, software, source code, algorithms, artificial intelligence models, user interface designs, databases, compilations, and all associated documentation, is and shall remain the exclusive property of the Company. Nothing in this Agreement grants the Agent any ownership interest, licence, or right to use the Company's Intellectual Property except as expressly permitted herein.

6.2. By publishing, uploading, or transmitting any Content on the Platform, the Agent grants the Company a worldwide, perpetual, irrevocable, royalty-free, sub-licensable, and transferable licence to use, reproduce, modify, adapt, distribute, display, create derivative works from, and otherwise exploit such Content in any medium and for any purpose, including but not limited to operating, promoting, and improving the Platform and the Company's business.

6.3. The Agent represents and warrants that they own or have obtained all necessary rights, licences, and permissions to publish all Content on the Platform and that such Content does not infringe upon the intellectual property rights, privacy rights, or any other rights of any third party.

6.4. The Agent shall not copy, reproduce, reverse engineer, decompile, disassemble, modify, or create derivative works of any part of the Platform, its software, or the Company's Intellectual Property. The Agent shall not use the Company's trademarks, logos, or branding without prior written consent from the Company.

7.1. The Agent shall treat all Confidential Information and User data accessed through the Platform as strictly confidential. The Agent shall not disclose, share, sell, rent, lease, trade, publish, or otherwise make available any Confidential Information or User data to any third party for any purpose without the prior written consent of the Company.

7.2. The Agent shall use User data and personal information solely for the purpose of responding to legitimate enquiries and facilitating genuine property transactions originating through the Platform. Any other use, including but not limited to marketing, advertising, profiling, data aggregation, or commercial exploitation, is strictly prohibited.

7.3. The Agent shall comply with the Personal Data Protection Act 2010 (PDPA) and all applicable data protection laws and regulations in Malaysia. The Agent shall implement reasonable technical and organisational measures to protect User data from unauthorised access, disclosure, alteration, or destruction.

7.4. The Agent shall immediately notify the Company of any suspected or actual data breach, unauthorised access, or misuse of Confidential Information or User data within twenty-four (24) hours of becoming aware of such incident.

7.5. The obligations under this section shall survive the termination or expiry of this Agreement and shall continue indefinitely with respect to any Confidential Information and User data obtained during the term of this Agreement.

8.1. The Agent shall indemnify, defend, and hold harmless the Company, its directors, officers, employees, agents, affiliates, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, proceedings, liabilities, losses, damages, costs, expenses (including but not limited to reasonable legal fees and disbursements on a solicitor-client basis), fines, penalties, and settlements arising out of or in connection with:

• any breach of this Agreement by the Agent;
• any inaccurate, false, misleading, or fraudulent Content published by the Agent;
• any violation of applicable laws, regulations, or third-party rights by the Agent;
• any dispute, claim, or complaint arising from the Agent's interactions with Users, including but not limited to failed transactions, misrepresentations, professional negligence, or misconduct;
• any unauthorised use of the Agent's account;
• any breach of confidentiality or data protection obligations;
• any infringement of intellectual property rights caused by the Agent's Content or conduct;
• any tax liabilities, regulatory penalties, or compliance failures attributable to the Agent; and
• any other act, omission, or negligence of the Agent in connection with the Platform.

8.2. This indemnification obligation shall survive the termination or expiry of this Agreement and shall apply regardless of whether the Company was negligent or contributed to the loss or damage.

9.1. The Company operates the Platform solely as an online intermediary and technology service provider. The Company is not a party to any transaction, agreement, or arrangement between Agents and Users. The Company does not act as an estate agent, property manager, valuer, broker, or advisor in any capacity.

9.2. The Platform is provided on an "as is" and "as available" basis. To the maximum extent permitted by Malaysian law, the Company expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, availability, accuracy, and reliability.

9.3. To the maximum extent permitted by law, the Company shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business, loss of goodwill, or loss of opportunity, arising out of or in connection with this Agreement or the use of the Platform, even if the Company has been advised of the possibility of such damages.

9.4. In any event, the total aggregate liability of the Company arising out of or in connection with this Agreement or the use of the Platform shall not exceed Ringgit Malaysia One Hundred (RM100.00), regardless of the nature of the claim or the form of action.

9.5. The Company shall not be liable for any disputes, losses, damages, or claims arising from transactions, communications, or interactions between Agents and Users. All such matters are the sole responsibility of the parties involved in the transaction.

10.1. The Agent shall not, directly or indirectly, use the Platform, its data, or any information obtained through the Platform to scrape, harvest, collect, compile, store, or aggregate any User data, property data, pricing data, contact information, or any other data available on the Platform, whether through automated means (including bots, crawlers, spiders, or scripts) or manual means.

10.2. The Agent shall not, during the term of this Agreement and for a period of twelve (12) months following termination, directly or indirectly solicit, recruit, poach, entice, or divert any User, Agent, employee, contractor, or business partner of the Company away from the Platform for the Agent's own benefit or for the benefit of any competing platform, service, or business.

10.3. The Agent shall not use the Platform as a conduit to redirect, channel, or divert Users to competing platforms, websites, applications, or services. The Agent shall not include links, references, contact details, or any other information in their Listings or communications that are designed or intended to redirect Users away from the Platform.

10.4. The Agent shall not create, develop, or operate any platform, service, or product that substantially replicates, imitates, or competes with the Platform using knowledge, data, or insights obtained through use of the Platform.

10.5. Any breach of this section shall entitle the Company to seek injunctive relief in addition to any other remedies available at law or in equity, without the requirement to prove actual damage or post security.

11.1. The Company may, at its sole and absolute discretion and without prior notice, suspend, restrict, or terminate the Agent's account and access to the Platform at any time and for any reason, including but not limited to breach of this Agreement, suspected fraudulent activity, receipt of complaints from Users, regulatory requirements, or any business reason deemed appropriate by the Company.

11.2. The Agent may terminate this Agreement by providing thirty (30) calendar days' written notice to the Company through the designated communication channel on the Platform. Termination by the Agent shall not entitle the Agent to any refund of Credits, fees, or payments made.

11.3. Upon termination for any reason: (a) all unused Credits, Rho Coins, and digital rewards shall be immediately and irrevocably forfeited; (b) all Listings shall be removed from the Platform; (c) the Agent's access to Agent features and services shall cease; and (d) the Agent shall immediately cease all use of the Company's Intellectual Property, branding, and proprietary materials.

11.4. The following provisions shall survive the termination or expiry of this Agreement: Definitions and Interpretation, Intellectual Property Rights, Confidentiality and Data Protection, Indemnification, Limitation of Liability, Non-Compete and Non-Solicitation, Governing Law and Dispute Resolution, and any other provisions which by their nature are intended to survive termination.

11.5. The Company shall not be liable to the Agent or any third party for any consequences arising from the suspension or termination of the Agent's account, including but not limited to loss of data, loss of Listings, loss of Credits, loss of business, or any other damages.

12.1. This Agreement shall be governed by and construed in accordance with the laws of Malaysia. All matters arising out of or relating to this Agreement shall be determined exclusively in accordance with Malaysian law, without regard to any conflict of law principles.

12.2. The parties irrevocably submit to the exclusive jurisdiction of the courts of Malaysia for the resolution of any dispute, claim, or controversy arising out of or in connection with this Agreement. The Agent waives any objection to the exercise of jurisdiction by the Malaysian courts and any objection to venue.

12.3. Notwithstanding the foregoing, the Company reserves the right to seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Intellectual Property, Confidential Information, or other proprietary rights.

13.1. The Company shall not be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay results from circumstances beyond the Company's reasonable control, including but not limited to acts of God, natural disasters, epidemics, pandemics, war, terrorism, riots, civil unrest, government actions or orders, sanctions, embargoes, fire, flood, earthquake, power outages, internet or telecommunications failures, cyberattacks, labour disputes, or any other event that could not have been reasonably foreseen or prevented ("Force Majeure Event").

13.2. In the event of a Force Majeure Event, the Company's obligations shall be suspended for the duration of the event, and the Company shall not be required to provide any refund, compensation, or remedy during or after such period.

14.1. This Agreement, together with the Terms of Service, Privacy Policy, and all other policies and guidelines published on the Platform, constitutes the entire agreement between the Agent and the Company with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, warranties, and understandings, whether written or oral.

14.2. The Company reserves the right to amend, modify, update, or replace this Agreement at any time by publishing the revised version on the Platform. The Agent's continued use of the Platform following the publication of any amendments constitutes the Agent's acceptance of and agreement to be bound by the revised terms. It is the Agent's responsibility to review this Agreement periodically for changes.

14.3. If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect.

14.4. The failure of the Company to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement shall be effective only if in writing and signed by the Company.

14.5. The Agent may not assign, transfer, delegate, or sub-licence any of its rights or obligations under this Agreement without the prior written consent of the Company. The Company may freely assign its rights and obligations under this Agreement to any affiliate, successor, or acquirer.

14.6. Nothing in this Agreement creates any agency, partnership, joint venture, or employment relationship between the Agent and the Company. The Agent is and shall remain an independent contractor at all times.