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Independent Contractor Agreement
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Independent Contractor Agreement

🇺🇸 United States | Updated 3/23/2024

READ THIS AGREEMENT CAREFULLY. If you do not understand the effect of this agreement, consult your attorney BEFORE signing. Terms of this agreement are subject to change at any time without notice. Please stay on top of the most recent version by visiting ica.epiquerealty.com.

AGREEMENT | Definitions

"Anniversary Date": The yearly anniversary of the contractor joining Epique Realty. If a contractor leaves Epique and returns, the anniversary date will reflect the new return date as the contractor’s start date and all caps, awards, etc that come with longevity will be reset accordingly.

"Agent" or "Sales Agent" or "Associate Agent" or "Contractor" or "Independent Contractor" refers to an individual with a state or province-issued real estate license that is approved to sell real estate and supervised by a Managing Broker.

"Broker" or "Managing Broker" refers to a supervising individual who holds a real estate broker license issued by the state or province that permits the sponsoring of agents and other brokers and who has been designated by the Company to lead an office, state, province or territory.

"Company" or "the Company" or "the Brokerage": Refers to either Epique, Inc. or one of its subsidiaries. Epique, Inc. is a corporate holding company with subsidiaries that include Epique Realty, Epique Realty of Nevada, Epique Realty International, and others. Epique, Inc. may operate under a DBA as Epique Realty.

"Association" or “Board” refers to the National Association of Realtors or any of its local or regional chapters.

AGREEMENT | Notices

Any of Independent Contractor's actions that violate the provisions of this policies and procedures manual are unauthorized and outside the authority of the Managing Broker – Independent Contractor relationship. All expense or loss arising out of Independent Contractor’s acts shall be borne solely by Independent Contractor. All expense or loss suffered by Managing Broker as a result of Independent Contractor’s acts shall be reimbursed by Independent Contractor. Any waiver of this provision by Managing Broker with respect to any actions will not be construed as a waiver with respect to any other action.

Governing Law and Forum. The validity, construction, interpretation of this Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to principles of conflicts of law. The Parties hereby consent and agree to the exclusive jurisdiction of the state and federal courts located in Harris County, Texas for all suits, actions or proceedings directly or indirectly arising out of or relating to this Agreement, and waive any and all objections to such courts, including but not limited to objections based on improper venue or inconvenient forum, and each Party hereby irrevocably submits to the jurisdiction of such courts in any suits, actions or proceedings arising out of or relating to this Agreement.

Statement of Agency. Effective as of the date of this Independent Contractor Agreement (“Agreement” or “ICA”), Company shall retain Contractor as an "Independent Contractor" as defined under Section 3508 of the Internal Revenue Code with the title of "Real Estate Salesperson" or other such equivalent title as the state recognizes (i.e., real estate licensee, broker, qualifying broker, principal broker, associate broker, etc.) exclusively for the Company. This Agreement does
not constitute a hiring by either party, and neither party shall be liable for any obligation incurred by the other, except as provided hereunder.

Contractor shall be free to devote to his or her real estate service business such portion of his or her time, energy, effort and skill, as Contractor sees fit and to establish his or her own endeavors. Contractor shall not be required to keep definite office hours, attend sales meetings or adhere to sales quotas. Contractor shall not have mandatory duties except those specifically set out in this Agreement. Nothing contained in this Agreement shall be regarded as creating any relationship (employer/employee, joint venture, partnership, shareholder) between the parties, other than the independent contractor relationship as set forth herein. Contractor understands this is an “at will” agreement. Contractor understands that the Company is legally accountable for the activities of the Contractor.

Licenses & Permits. Contractor agrees that they will follow all local, state, and federal laws regarding business permits and licenses that may be required to carry out their business.

AGREEMENT | Notices

Workers’ Compensation Insurance Coverage. Contractor is an Independent Contractor. To the maximum extent permitted and required by law, Contractor shall acquire on his or her own behalf, as a self-employed person, such workers’ compensation insurance coverage as he or she deems appropriate, but no less than is required by law, and consistent with his or her status as an independent contractor and the mutual intent of the Company and the Contractor not to create an employer / employee relationship.

Contractor hereby agrees not to claim or assert, or to support any third-party assertion of, the existence of an employee/employer relationship. Any specific state exceptions and requirements shall be covered in a state-specific addendum. Contractor shall name the Company, its affiliates and subsidiaries as additional insureds on any workers’ compensation policy that Contractor obtains on his or her own behalf and shall also obtain a waiver of subrogation endorsement from the workers’ compensation insurer in favor of the Company, its affiliates and subsidiaries. Contractor shall, upon written request, provide evidence of the above insurance requirements for any policy of workers’ compensation insurance he or she obtains on his or her own behalf.

Independent Contractor & Taxes. Independent Contractor understands that Independent Contractor is entering into this Agreement as an Independent Contractor and not as an employee. Company will have no responsibility to withhold or pay any income or other taxes on Independent Contractor’s compensation or to provide any insurance, retirement or other employee benefits to Independent Contractor. Independent Contractor will not be treated as an employee with respect to services rendered by Independent Contractor pursuant to the Agreement for federal/state/local tax purposes.

Termination. This Agreement shall be deemed terminated:

  1. upon the occurrence of expiration, suspension, revocation or termination of Contractor’s real
    estate license for any cause or reason whatsoever,
  2. upon written notice, with or without cause, from either party to the other party of the intent to
    terminate this Agreement for breach of any provision hereof, and
  3. upon written notice from either party to the other party of the intent, with or without cause, to
    terminate this Agreement.

Upon termination of this Agreement, for any reason, Contractor agrees to cease use of any and all sales materials or similar items that bear the name, logos, registered trademarks or inscription of the Company, in any manner whatsoever.

AGREEMENT | Notices

Termination & Release of Clients & Listings. Upon termination of this Agreement, for any reason, the Company will release all active or pending listings and clients immediately. If an existing contract of sale exists, or representation agreement, the Company will impose a referral fee of 15% which will be sent to Contractor’s new sponsoring broker. The referral fee may also include any past due balances, monthly fees, or balances owed to the Company or any outstanding referral partner balances the Contractor may owe while sponsored by Epique.

Company shall be deemed released from all claims for commissions not yet earned under the law by Contractor. Upon termination of this Agreement, for any reason, Contractor is aware that such termination could result in a significant financial loss, including but not limited to: pending transactions, revenue share, and stock awards. Contractor agrees that, on such an occasion, Company may not have any adequate remedies at law and understands and agrees that Company may seek any and all available equitable remedies, in addition to or instead of any and all available legal remedies.

Automobile Insurance. Company does not maintain commercial automobile insurance coverage that extends coverage to Contractor or any other independent contractor of Company. For the duration of this ICA, Contractor shall maintain automobile insurance coverage with minimum liability limits of $100,000 per occurrence, $300,000 aggregate, and a minimum limit of $100,000 in property damage coverage. If available by the insurer, Contractor shall cause the insurance policy to name the Company as an additional insured. In any event, such insurance shall be primary and noncontributory to any insurance available to Company and Company’s insurance shall be in excess thereto. In no event shall the limits of such insurance be considered as limiting the liability of Contractor under this Agreement and in no event shall the above insurance limits be any indication that such insurance limits are adequate insurance coverage for Contractor.

Non Compete & Multi-State Agents. Agents, Brokers, and/or Staff may not engage in business that competes with the Company and may not work with competing companies in areas in which the Company operates. Sponsored salespersons, agents, and brokers licensed in multiple states or countries must join the Company in all states, territories, and provinces in which both the Company operates and in which the salesperson is also duly licensed to engage in real estate sales.

AGREEMENT | Commission & Transactions

Receipt of Commission. All compensation received or earned by Independent Contractor for performing licensed activities must be paid directly to Company unless Company has authorized, in writing, an alternative method of payment.

Should Independent Contractor expect to receive any compensation from anyone, other than the party represented, Independent Contractor must disclose this in writing and obtain written consent from the party represented to receive such compensation. Independent Contractor must provide Managing Broker and Company a written copy of such disclosure and consent. If a party Independent Contractor does not agree to pay a service provider in the transaction, the Independent Contractor must also obtain written consent from that party to accept any compensation from the service provider. Independent Contractor must also provide the Managing Broker and Company a written copy of such consent.

Payment of Commission. All compensation earned by Independent Contractor will be paid by Company directly to the Independent Contractor unless otherwise agreed upon in writing by Company and Independent Contractor. Company will pay compensation to Independent Contractor’s entity only if Independent Contractor provides evidence of being properly licensed and is in Good Standing with The Company.

If a commission is paid to the Company, then the compensation paid to the Independent Contractor is paid within 48 hours of the funds clearing into the Company account.

Contractor shall be entitled to a commission on sales, rental/lease transactions, broker price opinions (“BPOs”) and referrals (collectively “Transactions”) as follows: income retained by the Company after referrals and concessions, but prior to commission split (“Gross Commission Income”), shall be split at an agreed upon rate to Contractor (“Contractor Dollar Amount”) and to Company (“Company Dollar”) on all Transactions closed by the Contractor.

Commission Split: 85/15 Split

Company will receive 15% of Gross Commission and agent will receive 85% of Gross Commission. The Company shall receive 15% from the Gross Commission. The agent's commission may be split in the event of a referral payout, loan repayment, or third party obligation by agent. Once agent hits their "Commission Cap", they will no longer be subject to a commission split. Should any transactions be subject to any state or local taxes, the split will be calculated after the tax is deducted.

AGREEMENT | Commission & Transactions

Transaction Fee:  0.1% of the Gross Sales Price per Sale Transaction

This does not apply to residential leases. Transaction fees cap at $500 per transaction. Transaction fees are deducted from all transactions. Transaction fees paid do not apply towards commission caps or Power Award status. Once capped, agents will continue to pay transaction fees on every transaction. In the event of multiple Epique contractors working the same side of a transaction, the transaction fee will be taken off the top before the split is to occur. Once an agent has paid in $5,000 in Transaction Fees, the per transaction fee cap reduces to a maximum of $250 per transaction. For PowerTeams™ the per transaction fee is always $250.

Commission Cap:  A Commission Cap puts a cap on the Company Commission split, not the Agent Commission. The cap is an annual cap that resets on an agent’s Anniversary Date. Commission Caps only apply to Commission Splits and monthly dues, payments, transaction fees, or processing fees do not count towards an agent’s Commission Cap.

Declining Caps.  In order to reward our long standing contractors, Epique Realty offers a reducing/declining commission cap. Each Agent Anniversary year the Commission Cap will be reduced by $1,000 each year until the Contractor reaches the lowest Cap of $10,000 per year. New caps are introduced the first day after the agent’s anniversary date.

Personal Transactions.  A Personal Transaction is any Lease, Purchase or Sale for which Contractor has an ownership or lease interest in the subject property, whether through Contractor’s own name, a spouse’s name, or a business entity or revocable trust that is owned and/or controlled by Contractor and/or Contractor’s spouse. Personal Transaction Commission Split: 100% for ONE deal per anniversary year.

Personal Transactions do not carry a commission split but will still carry any fees including the 0.1% Transaction Fee all deals have.

Personal Transaction commissions are not included in Revenue Share Plan calculations. Personal deals do not count towards Commission Caps. Contractor must be in Good Standing with the Company (current on fees and/or amounts owed).

Disclosure of fees from Residential Service Company. If applicable, Independent Contractors will use promulgated forms to disclose fees paid by residential service companies to Independent Contractor for advertising or other services.

AGREEMENT | Fees & Good Standing

Technology Fees. Monthly Technology fees are automatically processed via Debit or Credit Card as provided by Contractor. The technology fee is either  $149 a month, or $99 a month if paid annually up front at once.

On Demand. Contractor agrees to pay the Company in full any current and any past due fees upon demand.

Right to Deduct. Company retains the right to deduct any fees and dues from payment of commissions, revenue share, funding source on file, or any other means necessary, any past due amounts of any kind, overpayments of commissions or revenue share and/or late fees assessed. Any unpaid balances shall be subject to collections and/or formal legal proceedings.

Late Fees. All payments billed to the Contractor from the Company for recurring payments, monthly Fees, programs opted in, and any other fees billed or back-billed for reimbursement per written agreements and policies are due within 10 days from the date of billing. Any billing that is more than 30 days pst due will be assessed a minimum of $25 late fee per month or the maximum amount allowed under State law.

Good Standing. If a Contractor’s account reaches 90 days past due/delinquent, the Company may terminate this Agreement and any/all pending commission payments, non-vested equity interest, non- vested crypto, unpaid revenue share, unpaid equity awards, unpaid profit share, and all memberships and associations shall be forfeited to the company.

Deductions. Company retains the right to deduct any fees and dues from payment of commissions, revenue share, funding source on file, or any other means necessary, any past due amounts of any kind, overpayments of commissions or revenue share and/or late fees assessed. Any unpaid balances shall be subject to collections and/or formal legal proceedings.

Revocation & Termination. All benefits, software, memberships, technology, etc will be suspended or access revoked upon termination, suspension, or until contractor is Active and in Good Standing.

Chargebacks, Non-Payment, and Theft of Services. Any fraudulent chargebacks or intentional non- payment of services will be referred to the authorities as Theft of Services under state law. Civil and Legal action may both be taken to recover damages, legal fees, collection fees, and any other means to recover owed funds.

Right to Adjust Fees. The company reserves the right to adjust the fee schedule at any time with or without notice.

AGREEMENT | Benefits & Perks

Epique Realty offers several benefits to their contractors. These benefits may change, be revoked, or altered at any time. Contractors are expected to make an effort to apply for these benefits in order to use them.

Due to local, MLS, software, or other restrictions all benefits may not NOT AVAILABLE IN ALL AREAS. This does not reduce any fees.

Free Benefits: Benefits and Perks advertised as “free” are considered so as they were added as additional perks without an increase in costs to the agents.  These are considered extra benefits that are paid for and levied against the company’s profits, not the agent’s expenses.  The availability or unavailability of these benefits does not change the fee structure for agents.  Any benefits or perks added, without a cost increase to the recipient of that benefit, will be considered and promoted as a free benefit or perk.  Agents are not guaranteed access or availability of every benefit or perk offered and benefits or perks may be changed, revoked, or altered at any time without notice and will not affect or reduce agent expenses.

Notes: Free Listing Photos and Free Signage and Installation does not apply to leases, lots, or land. Agent website will be branded for agent and will be part of a subdomain of main company site only. Leads from the company directly are free in that they do not require any payment or additional referral fee to the company. Leads may be generated from many sources. Additional leads may be provided by some third-party vendors who may charge a referral fee for some of the leads. Participation in third-party leads is not required. CE Courses are purchased within 60 days of agent expiration and not before. Agents must be with Company at least 60 days before they are eligible for Free CE Course.  All benefits are where and when available. Some benefits are not available in all areas, especially remote areas. Unavailability of benefit(s) does not reduce agent dues or fees. Some benefits are available upon request only. Please ask your area leader or sponsor how to apply or request benefits. Benefits may change, be supplanted, or discontinued at any time without notice. All agents must be in Good Standing with the Company in order to receive benefits or perks and cannot be past due or behind in monthly payments.

One State Only: Some Local Benefits are for one state only. This includes, but is not limited to services like Billboards, Car Washes, and CE Courses. National benefits like healthcare and technology are not affected.

AGREEMENT | Equity

Restricted Stock Awards (RSU). Epique, Inc., at the Board's discretion, now offers Restricted Stock Awards to agents in Good Standing with the Company.

This stock may be awarded for completion of tasks laid out below:

Vesting. Stock is vested after 3 years from the earned date. Upon termination, or voluntary separation, all unvested shares will be forfeited.

Costs. Ownership of shares issued under the Program may come with associated costs imposed by third parties, including, but not limited to, fees associated with restrictive legend removal and opinions needed therefore, Transfer Agent fees and fees that may be imposed by the equity broker of Participant’s choosing or others. This is not typical but may be exercised by third party providers or vendors.

Private Company. Epique, Inc. is a privately held company and is not traded publicly. Future public offering will be pursued, but is not guaranteed.

Sale of Stock. Shares cannot be sold to any other party. Upon an initial public offering or sale, all shares will be converted to common stock. Contractors will be able to get liquidity after vesting with our pre-IPO partners, or in the event of an Initial Public Offering (IPO) or Company Sale or Acquisition. Upon termination of sponsorship or agreement, any vested shares will be purchased by the company based on the current stock price from the company’s most recent quarterly valuation.

Purchase of Stock. The Epique Equity Incentive Program allows agents to purchase stock at a 20% discount using up to 10% of their Commission. See Addendum.

Consult an advisor. If you're unsure about stocks, vesting, shares, etc. please contact a financial advisor for assistance.

Ongoing Restricted Stock Awards may change at any time. The board of directors may opt to change the amount of stock awarded in the future, the method awarded, the reasons awarded, or the type awarded at any time. You will be notified if and when changes take effect before changes are made.

AGREEMENT | Power Awards

Power Award Status. Epique Realty, LLC at the Board's discretion has created a program referred to as a Power Award. The benefits of this program may change as the company grows and the program evolves.

This Level is Awarded the Following:

To Qualify for a Power Award:

AGREEMENT | Teams

Team Types. There are 4 Team types that are permitted at Epique Realty. Traditional Teams, Family Teams, Unofficial Teams, and Power Teams. Each team type has their own set of benefits and rules.

All Teams must adhere to the following:

DBA Required. All teams using a Team Name, or alternative name, must register a DBA locally. This must adhere to the local regulations, be registered with the State or Provincial Licensing Authority,  and must be approved by the Company in advance of use.

Logo & Brand Approval. Logos, colors, and branding of Team name must be approved by the Company in writing  prior to use.

Family Teams (Domestic Team). This is a 2-person team in which the agents are related through either marriage, blood relation, or legal connection. This team shares the following benefits:

To Qualify as a Family Team, members must:

AGREEMENT | Teams

Traditional Teams. This is a 2+ person team in which the agents have a team leader and a team agreement and the following benefits:

To Qualify as a Traditional Team, members must:

AGREEMENT | Teams

UnOfficial Teams (Marketing Teams). This is an unstructured team in which the agents have agreed to share a team name for the purposes of marketing and collaboration.

To Qualify as an UnOfficial Team, the team  must:

AGREEMENT | Teams

Power Teams. This is an earned designation in which the team as a collective has reached specific sales metrics with the following benefits:

To Qualify as a Power Team, the team must:

AGREEMENT | Advertising & Marketing

DEFINITIONS

"advertisement" or “advertising” means any form of communication by or on behalf of a Company or Sales Agent designed to attract the public to use real estate brokerage services and includes, but is not limited to, all publications, brochures, radio or television broadcasts, all electronic media including email, text messages, social media, the Internet, business stationery, business cards, displays, signs and billboards.

“alternate name” means a name used by an individual Sales Agent other than the name shown on the license issued by the state or province, such as a middle name, maiden name, or nickname. It does not include a common derivative of a name, such as Kim for Kimberly or Bill for William, which is considered the same as the name shown on the license.

“assumed business name” means any name used in business by the Managing Broker, other than the name shown on Managing Broker's license issued by the state or province, a team name, or an alternate name.

“team name” means a name used by a group of one or more Independent Contractors that performs real estate activities under an exclusive collective name other than the Managing Broker's licensed name or assumed business name.

“Managing Broker’s name” means (i) Managing Broker’s name as shown on a license issued by the state; (ii) if an individual, Managing Broker’s alternate name registered with TREC; or (iii) any assumed business name registered with TREC.

PROHIBITIONS: Independent Contractor is prohibited from publishing or causing to be published an advertisement that:

AGREEMENT | Advertising & Marketing

AGREEMENT | Advertising & Marketing

ALL ADVERTISING MUST COMPLY WITH THE FOLLOWING:

TRADEMARKS AND LOGOS. This Managing Broker’s and Company’s real estate brokerage business has purchased or otherwise has the right to use the following marks, logos, slogans or other intellectual property:

No mark, logo, slogan or other intellectual property or practice other than as described above may be displayed or otherwise used without the written consent of the Company. Use of any mark, logo, slogan or other intellectual property or practice described above must be in compliance with any applicable license or agreement regulating such use.

COMPLIANCE WITH CODE OF ETHICS. Independent Contractor will comply with the National Association of REALTORS® Code of Ethics with regard to advertising including, but not limited to, the following:

REVIEW BEFORE SUBMISSION. Independent Contractor will carefully prepare and review all proposed advertising to ensure compliance with the ADVERTISING REQUIREMENTS detailed herein before submitting the proposed advertising to Managing Broker for review.

AGREEMENT | Advertising & Marketing

ADVERTISING CONTRACT APPROVAL REQUIRED. Independent Contractor must submit all contracts and agreements for any type of advertising or advertising products (including, but not limited to, web design, web hosting, graphic-arts design, printing and sign fabrication) to Company and receive written approval from Company prior to entering into the contract or agreement.

OTHER BROKERS’ LISTINGS. Unless Company is a participant in a multiple listing service’s internet data exchange policy where consent is presumed, Independent Contractor must provide to Managing Broker written consent from the third party Company holding the listing of property Independent Contractor wishes to advertise.

EMAIL SOLICITATION POLICY. Independent Contractors will follow local, state, national, and provincial or territory law with regards to email solicitation. Unsolicited email blasts are not permitted. Associates may send email solicitations to prospective clients manually, through their CRM, or a trusted provider.

COLD CALLING OR TEXTING POLICY. Independent Contractors will follow local, state, national, and provincial or territory law with regards to cold call solicitation. Associates are generally permitted to cold call prospective clients, and are also permitted to use an assistant to make calls to prospective clients. However, Associates are not permitted to contact prospective clients using a company or service designed for that purpose with callers from countries outside of their own, and are not permitted to use an auto-dialer to make calls to prospects. Assistants calling for Associates are not permitted to discuss real estate if they're not licensed to do so in the area in which they're calling. All Associates must adhere to the DO NOT CALL rules and regulations and subscribe to lists provided to ensure they are not calling prospects or numbers who have opted out from these types of solicitations.

INTERNET POLICY. Independent Contractors will follow local, state, national, and provincial or territory law with regards to internet privacy and data collection. Independent Contractors must disclose all information collected on their websites in a Privacy Policy. Associates should be aware of local and regional regulations and be in compliance at all times.

AGREEMENT | Advertising & Marketing

ALTERNATE NAMES. Prior to the use of an alternate name or team name, Independent Contractor must notify Managing Broker of Independent Contractor’s intent to use the alternate name or team name, and Independent Contractor must register the alternate name with their licensing authority, and if applicable, with the appropriate governmental office. If Independent Contractor stops using the alternate name, Independent Contractor or team name, Independent Contractor must notify Managing Broker and their licensing authority no later than the 10th day after the date Independent Contractor stops using the alternate name unless required sooner by law.

TEAM NAMES. Prior to the use of a team name, Independent Contractor must acquire a DBA in the name being used and submit the team name to Managing Broker for approval and Managing Broker must register the team name with the licensing entity for the state or province. Additionally, Independent Contractor may not use the team name until Independent Contractor files the team name with the appropriate governmental office. If Independent Contractor stops using the team name, Independent Contractor must notify Managing Broker as soon as possible.

DBA REQUIRED. Independent Contractor must register a DBA prior to using any team name or alternative name. This must be an approved name by the Broker and must be in compliance with local regulations regarding Team Names.

BUSINESS ENTITY FORMATION. Independent Contractor must properly form any business entities in accordance with state or provincial law and operate the business entity in accordance with law including, but not limited to, the timely filing of franchise tax returns, or other required documents, with the Comptroller of Public Accounts or regulatory office as required.

PRE APPROVAL REQUIRED. Independent Contractors must submit all advertising to Managing Broker and receive written approval from Managing Broker prior to publication or communication of abt advertising. If advertising a specific property, the property owner’s written consent to the terms and conditions of advertising must be submitted to the Managing Broker before publishing any advertising. All material should be sent to admin@epiquerealty.com before being published or printed.

“EPIQUE” NOT ALLOWED IN WEBSITES OR USERNAMES: Associates may not create websites, usernames, handles, email addresses, etc. that use the word “Epique” in them or make the appearance that the agent is representing the company as a whole or where it may cause confusion about who owns the account (the company or an individual agent). It may also not give the false impression that an agent/broker is a corporate employee or a member of leadership if they are not. All websites, landing pages, subdomains, handles, emails, etc. created with the word Epique in them that do not comply shall be forfeited to the company immediately upon request.

Approved Example: @carolineatepique / www.carolines

AGREEMENT | Advertising & Marketing

Each advertisement must include the following information in a readily noticeable location:

  1. the name of Independent Contractor or team placing the advertisement;
  2. the Company’s name in at least half the size of the largest contact information; and
  3. the Independent Contractor's license number, if required by local regulations.

For an advertisement on social media or by text, this information may be located on a separate page or on the account user profile page of the Independent Contractor, if:

  1. The separate page or account user profile is readily accessible by a direct link from the social media or text; and
  2. The required information is readily noticeable on the separate page or in the account user profile.

AGREEMENT | Branding

EPIQUE LOGO USE. Unless otherwise waived in writing, AND permissible by regulation, using the Epique Realty logo is required for any and all advertisements, flyers, postcards, business cards, or other marketing material or ads that appear either physically or digitally.

Epique Realty Agents must follow all local and state regulations regarding branding & logo use.

Logos may not be stretched, masked, colored, beveled, or altered in any way. They may be used only as they are supplied by the company.

If any alteration of the logo is needed (e.g. to represent an awareness month, special occasion, etc.), this must be approved in writing prior to release or distribution.

The Epique Realty logo, and “Q” power symbol, are registered trademarks of Epique, Inc and cannot be used to represent any other brand.

Agents may not use the Epique Realty logo, or symbol, on materials unrelated to business involving Epique Realty, or as a “sponsor” of another business, without express written approval by The Company.

Agents may not add words around logos that would make it look like the words were a part of the logo.

AGREEMENT | Branding

The Epique Realty logo uses the font Graphik for the word “EPIQUE”, in all caps.
This font is approved in all of the various styles available (Light, Regular, Medium, Bold, Italic, Semi-Bold, etc).

Agents may also use the following widely available fonts in their materials: Lato, Avenir Next, Helvetica Neue, and Open Sans. In the event none of these options are available, Agents may not use serif-fonts, but must always use sans-serif fonts with all physical or digital designs.

TEXT EFFECTS. Text effects, overlays, 3-D styles, etc. are not permitted without written approval from the company.

COLORS. Epique Realty’s color scheme employs a luxury set of specific colors, used in such a way to create a recognizable brand. Not all of the colors used are designed to go with each other. Agents are required and encouraged to seek help from the company when combining these colors so that the Epique brand can remain professional.

DARK GRAY: HEX #434345 / PANTONE 4287 C / CMYK 66, 62, 55, 54 / RGB 67, 67, 69

BLACK: HEX #000000 / PANTONE Black 6 C / CMYK 0, 0, 0, 100 / RGB 0,0,0

GOLD: HEX #BCA480 / PANTONE 4252 C / CMYK 66,62,55,54 / RGB 188,164,128

Additional colors, including those of the agent’s personal logo, accent colors (e.g. borders, backgrounds, etc) are not permitted without written approval from the company prior to production or distribution.

Our Primary Background Color is Black, but can also be White for print ads, if approved.  Gold should never be used as a background or primary color for any print or signs and should be used primarily as an accent color.

AGREEMENT | Required Notices

Recovery of Funds. All past due payments at time of departure are due immediately. Contractor agrees to pay in full all amounts owed to Epique Realty upon departure, whether voluntary or involuntary. Contractors will be responsible for any and all fees associated with the collection of these funds including, but not limited to: Collection Fees, Legal Fees, and Third Party Recovery Fees.

Non-Compete Agreement. I understand, agree to, and consent that if selected to join Epique Realty, LLC that I will not engage in activity with any other brokerage, or conduct any "side-deals" without the knowledge of my brokerage that would exclude Epique Realty, LLC without the express written permission from the company. All deals must be done with the brokerage's knowledge and involvement.

Non-Disclosure Agreement. I understand, agree to, and consent that I will not share any information about the operations of Epique Realty with any competing company, any brokerage, vendor, or Contractor that works outside of the company without the expressed written permission from an executive of Epique Realty, LLC. This agreement extends beyond my tenure with the company and continues when/if I ever leave the company.

Code of Conduct. I agree to, consent, and understand the code of conduct agreement. I understand, agree to, and consent that I will conduct myself in compliance with the National Association of Realtors code of conduct, any state or local Realtor organization code of conduct, and the below. I will not engage in any public dialogue or discussion that is deemed racist, sexist, or prejudice in any way. As a Realtor I understand that I have a public and very visible position, and that the actions I partake in reflect the company as a whole. I will refrain from demeaning any group, including but not limited to those of particular races, genders, sexual orientations, political parties, real estate brokerages, other agents, et al. I also fully understand that it will be at the company's sole discretion to determine if my actions are in violation of this or NAR policies. I understand that I may be dismissed immediately from association with the company. I further understand that any monetary damages that come from my own actions may be sought legally by the company.

Retainment of All Commissions Paid to Brokerage. All fees, deposits, or monetary amounts requested from a client or potential client by Contractor which are designed to retain the professional real estate services of Contractor (“Retainer Fee”) shall be paid directly to the Company and be subject to any applicable splits. Contractors cannot do any real estate transactions outside of The Company, under their own name (excluding The Company), or under any other company or broker.

AGREEMENT | General Policies

AUTHORIZATION TO ACT.  Contractor is authorized to act on behalf of Company and Managing Broker only in areas in which Managing Broker has designated Independent Contractor as competent to act.

DESIGNATIONS AT MANAGING BROKER’S DISCRETION. The decision to authorize Contractor as competent to act is solely at the discretion of the Managing Broker and may be changed or altered by the Managing Broker at any time.

MAINTENANCE OF REQUIRED LICENSES AND CERTIFICATIONS. Independent Contractor will ensure that they're licenses, certifications, or other qualifications that are necessary to act in all areas in which the Managing Broker and/or Company has authorized them to act, remain active, current and in good standing.

REQUIRED EDUCATION REQUIREMENTS. Independent Contractor will complete all continuing education requirements in a timely manner.

ADDITIONAL LICENSES, CERTIFICATIONS AND EDUCATION. Requirements for an Independent Contractor to obtain additional licenses, certifications and additional education instruction are solely at the joint discretion of Managing Broker and Company.

COMPLIANCE WITH CODE OF ETHICS. Independent Contractor will comply with the Association of REALTORS® Code of Ethics with regard to competency including, but not limited to, Article 11 of the same.

MAINTENANCE OF REQUIRED LICENSES AND CERTIFICATION. Independent Contractor will maintain the licenses, certifications and other qualifications required by the Managing Broker. Managing Broker will regularly confirm that each Independent Contractor maintains the licenses, certifications and other qualifications designated in the agreement. Independent Contractor will provide Managing Broker documentation for each Independent Contractors showing:

REQUEST TO CHANGE AUTHORITY TO ACT. Independent Contractor may request Managing Broker to consider expanding Independent Contractor's areas of competency and authorization. Upon such request, Managing Broker will inform Independent Contractor of the additional licenses, training, certifications and education Managing Broker requires of Independent Contractor to achieve such additional competency and authorization. If Managing Broker elects to change or alter Independent Contractor’s authority to act, Managing Broker will immediately notify Independent Contractor in writing.

AGREEMENT | Record Management

Brokerage will maintain the following (the "Records"):

DURATION OF MAINTENANCE. Managing Broker will maintain the Records as required by state, provincial, territory, or local law. Files will be kept for a minimum of 5 years regardless of regulation. Managing Broker may elect to maintain the Records for a longer period if allowed.

DISASTER PLAN COMPLIANCE. Managing Broker will maintain all Records in accordance with a written disaster recovery plan that has been approved by Managing Broker.

OWNERSHIP OF RECORDS. All Records created or maintained during the relationship between Managing Broker, together with the Company, and Independent Contractor are the property of Managing Broker unless otherwise stated by law or regulation.

CONFIDENTIALITY OF RECORDS. A client's personal information including, but not limited to, any personal identification information (e.g., social security number, driver’s license number, birth date), and financial information (e.g., bank account information, credit card number) is considered confidential. Managing Broker will continue to maintain such information with the same level of privacy and confidentiality after termination of the relationship between Managing Broker and Independent Contractor that was required while Independent Contractor was associated with Managing Broker.

COSTS OF CREATION AND DELIVERY. Independent Contractor is responsible for the payment of any expenses or costs incurred in connection with the creation and delivery of the Records relating to Independent Contractor's activities.

AGREEMENT | Record Management

DELIVERY TO MANAGING BROKER. Independent Contractor will deliver to the Managing Broker any Records created or executed by Independent Contractor within one business day after creation or execution.

PROTECTION OF PERSONAL INFORMATION. A client's personal information including, but not limited to, any personal identification information (e.g., social security number, driver’s license number, birth date), and financial information (e.g., bank account information, credit card number) may not be disclosed to third parties unless approved in writing by Managing Broker.

VERIFICATION UPON TERMINATION. Upon termination of the relationship between Managing Broker and Independent Contractor, Independent Contractor will verify that Managing Broker has copies of all Records in Independent Contractor's possession.

FORWARDING OF NOTICES. Company will forward to each Independent Contractor any mail or other correspondence from their local licensing authority received by Company concerning Independent Contractor within ten (10) calendar days after receipt, or as required by regulation.

AGREEMENT | Fiduciary Duties

DUTIES. In a principal-agent relationship, the Principal is owed the highest level of fiduciary duty by the Agent. This duty includes the following:

RELATIONSHIPS. Sales Agents may represent Principals, and assist others with whom no agency relationship exists. Independent Contractors must provide all parties with a clear explanation of their relationship as being one of the following:

DISCLOSURE OF STATUS AS SALES AGENT OR BROKER. Independent Contractor must disclose that he or she is a Sales Agent acting on his or her own behalf or in a capacity described below, in writing, either before entering into any sales contract or lease or within the sales or lease contract itself, when engaging in a real estate transaction on behalf of:

Independent Contractor will also comply with the Association of REALTORS® Code of Ethics requirements regarding disclosure of interest including, but not limited by Articles 4 and 5 therein.

AGREEMENT | Fiduciary Duties

INTERMEDIARY & DUAL AGENCY RELATIONSHIPS.  Agents will first and foremost follow local law and regulations regarding intermediary and dual agency relationships. Managing Broker has no obligation to allow or agree to enter into an intermediary or dual agency relationship and can intervene or assign another agent in the event of an intermediary relationship. Independent Contractor must consult with the Managing Broker to determine if an intermediary or dual agency relationship will be permitted in connection with any given transaction.

LIMITATION OF INTERMEDIARY & DUAL AGENCY ACTIONS. Managing Broker’s and all Independent Contractors’ actions are limited.

Intermediaries may not disclose:

APPOINTMENTS TO EXPAND INTERMEDIARY OR DUAL AGENCY  RELATIONSHIP. If permitted by local laws and regulations, the Company may elect to expand the intermediary or dual agency relationship by appointing separate Independent Contractors to offer opinions and advice to each of the parties. In the event Company makes the appointments, written notice of the appointments and the identity of the specific Independent Contractors must be given to the parties.

CONFIDENTIALITY REQUIRED. Independent Contractor must maintain all confidential information of all parties. Only the appointed Independent Contractor may offer opinions and advice to the party to whom appointed.

VERIFICATION OF NO EXISTING REPRESENTATION. Before representing a party, Independent Contractor must determine that the party is not currently represented. Independent Contractor may not interfere in any way with an existing exclusive agency relationship, or suggest to the party how to terminate the relationship.

AGREEMENT | Fiduciary Duties

EXPLAIN AGENCY CONCEPTS. As soon as an agency relationship between a Principal and an Agent appears likely to exist, the Agent will inform the Principal of the following:

Independent Contractor will comply with the Association of REALTORS® Code of Ethics requirements regarding the necessity of written agreements including, but not limited by, Article 9 therein.

DISCLOSURE OF REPRESENTATION. Independent Contractors must disclose who they represent at the first contact with another party, or with a Broker or Sales Agent who represents a different party (including at open houses). The disclosure of representation may be made orally or in writing. If the disclosure is made orally, it must be confirmed in writing in the contract or lease or other written document not later than the time of execution of the contract or lease.

BUYER REPRESENTATION IN WRITING: Agents are required to complete and have signed a Buyer’s Representation form as promulgated by their State Commission, Local Association, or the Epique Buyer’s Representation form. The representation form must show all commissions earned by each side of the transaction as well as who is responsible for payment of the commission.

AGREEMENT | Agent Attraction

“Downline” refers to the agents who have joined the company under the sponsoring agent.

“Level” or “Levels” refers to the position in which the recruited contractor is in a sponsoring contractor’s downline.

“Revenue Share” or “Rev Share” is a percentage of the Company’s commission for a given transaction which is  paid to Contractor whose recruits have paid the company through their Commission Split.

5 Levels Deep. Associates will be paid upon 5 Levels in their Downline. This includes their personal Recruits (those they’ve attracted) which constitutes Level 1, and those attracted by their Recruits which constitutes Levels 2-5.

Company Spots in Downline. In the event a Recruit leaves the Company, the Company shall be placed in the downline to represent that spot. The downline will not shift due to a Recruit leaving and all levels will remain the same, even if all Recruits from a Level have left, the downline will not shift and the Company will take a spot to hold that Level.

AGREEMENT | Agent Attraction

Recruiting Teams / Brokerages. When recruiting teams or brokerages at once, or over a short amount of time, "stacking" is prohibited.

Teams must join no deeper than 3 Levels upon joining. With the third level capped at 5 agents. See example below:

âś“ Example 1 (allowed):

✓ Example 2 (allowed):

X Example 3 (stacking while joining not allowed):

Team Leaders, and Team Members, may sponsor agents up to 5 levels deep, but stacking upon joining is prohibited.

AGREEMENT | Laws of Attraction

Professionalism. Associates are expected to follow company conduct standards, and code of ethics from the Association of Realtors® when attracting agents to the Company.

Company Knowledge. Associates must work hard to ensure they have the latest information on policies, benefits, and operations when attracting agents to the Company.

Under-Promise & Over-Deliver. Epique is an exciting company already with lots of benefits. Associates should avoid over- promising when asked or pushed to provide additional benefits, additional access, or special deals to join the Company.

No Means No. Associates should avoid being pushy when it comes to attracting agents. Epique Isn't For Everyone, and that's perfectly okay.

Calling & Texting. Associates are required to abide by Do-Not-Call regulations of their national, state, provincial, or local laws. All numbers must be checked against these registries before being dialed or texted.

Mass-Texting Prohibited. Full stop. This applies in all areas and for any reason. Mass texts sent through a system, manually, or similarly are fully forbidden.

Mass-Emailing Prohibited. Epique associates are not permitted to send mass emails to agent lists with the purpose of agent attraction or otherwise including courses, marketing materials, coaching offers, etc.

Dialer Calling Prohibited. Associates are not permitted to mass call for attraction using any dialer or system that calls more than one person at a time.

Calling Companies Prohibited. Associates may not employ companies, like call centers, or teams to make calls on their behalf for attraction purposes. Associates may use an assistant (one person) to help with scheduling, but the assistant may not answer questions about Epique or Real Estate.

Advertising. Associates may advertise to attract using any medium they are familiar and comfortable with. All graphics, websites, etc. must be approved by the Company in advance.

Company Approved Materials Only. Associates may only use pre-made company-supplied materials, or materials approved by the Company. This includes graphics, charts, videos, links, etc. You may email them to admin@epiquerealty.com for approval.

Organic Social Media Campaigns. These are permitted and encouraged as long as they follow the ICA policies & procedures and those laid out herein.

Associates must also follow the terms and rules of any social media platform on which they’re posting.

Representation. Associates must not misrepresent themselves as leaders or employees of the Company, especially with titles they do not carry.

Manners Matter. Associates should exercise the golden rule principle and go out of their way to be courteous, polite, and welcoming. Aggressive, discourteous, misleading, or immoral conduct is not permitted.

Attraction Interference. Associates must ask any potential Recruit if they are already speaking with another Epique Agent or representative. Do not interfere with the attraction efforts of another Associate. Agents must be above trying to recruit agents that are being actively recruited by another Epique Associate.

Engagement Required. If you’re going to actively recruit an Agent or Broker to join the Company, you cannot disappear on them. You must remain available to them to answer follow up questions, return calls/texts, and nurture them until they’ve onboarded. Otherwise, this may create a false representation that the entire Company is unavailable and unreachable. If you are not able to fully engage all the way until they join, do not begin to recruit the Agent or Broker.

Named Sponsor. The joining agent or broker must name you in their application  in order for you to be assigned as their sponsor. Agents will not be able to change their sponsor at all.  There are no exceptions to this rule. We will not make changes to sponsorship. If no one is named at the time the application is completed, there will be no one sponsoring the agent. You should help recruits fill out the application in order to ensure your information is put in correctly and applied to you.

Stacking Groups or Teams. Stacking groups or teams is not permitted. See below for full details.

You’re not their team leader. Unless you are. Unless you’re their  assigned Area Leader, Team Leader, or Broker then you must ensure that the Agent knows that they will have limited access to you once they join, but will have a team of others who can assist them after they join.

Agent Events are for Everyone. All events in which the Company name is either used, or in which the Company is being highlighted, or is participating in, shall be open to all agents regardless of downline or affiliation. Agents may bring others to another agent’s event, use the event to leverage their own recruiting efforts, or to network. There are no exclusive events. Plan accordingly and avoid small venues as this will not be reason enough to hold an exclusive event. This includes any event in which the agent hosting has spent their own money to host. Hosts must plan for everyone attending the event.

COMPANY OBLIGATIONS

Attraction Assistance. While the company will not assist in agent attraction, the Company shall be available to both Associate and their potential recruit to assist in answering additional questions the Associate may be unsure about. This can include 3-way calls with leadership, texts, Zoom meetings, emails, etc.

Training. The Company will offer training that helps Contractors understand why and how to attract other agents to the Company.

Tech & Tools. The Company will offer a Recruiting Specific Landing Pages for Associates and an onboarding tracking system to help Associate in their recruiting efforts.

Reporting. The Company will provide a reporting system that shows the Associate their recruits, earned Revenue Share earned, updated within 7 days of closing and funding of a particular transaction.

Materials. The Company will create, and supply, several formats of material for Associates to share with prospective recruits. The Company will also work to approve Associate-created content quickly so as not to slow down Associates Recruitment efforts.

Events. The company will host regularly scheduled local events several times a year in which the Associates may attend and bring their potential recruits. The company will also help market events hosted by agents.

Rev Share Payments. The Company shall pay Revenue Share on the 15th of each month for all of the previous calendar month’s closings.

Termination. In the event the Associate chooses to leave the Brokerage and Terminate sponsorship, non-vested Revenue Share will be forfeited upon Termination of Sponsorship.

In the event the Associate breaches the terms specified herein, or has failed to conduct his position in accordance with the applicable law, or within the expectations of the Entity, the Entity is entitled to cancel this agreement, and/or terminate sponsorship of the Associate.

Associates may not attract agents away from Entity until 30 days after the Termination of this agreement has been fulfilled.

AGREEMENT | Revenue Share

Entity will offer Revenue Share as follows:

10% of Company Revenue for each transaction by all Recruits in all 5 Levels.

Date Paid.  Revenue Share will be sent to Associate on the 15th of each month automatically for all closings involving their Recruit from the previous calendar month. In the event of a holiday, weekend, or bank closure, payment will still be sent electronically on the 15th but may be delayed due to banking hours, or situations outside of Company’s control.

Method Paid.  Associates will be paid electronically via ACH to the account provided by Associate. Associate is responsible for notifying the Company of any changes to account information.

Eligibility.  Associates must be:

  1. Be an active Agent in Good Standing with Epique Realty;
  2. Be current on any of the fees due such as monthly Technology Fee, etc., and not be past due on other outstanding invoices with the Company; and
  3. Be current in all Association fees, MLS dues and/or mandatory market-based fees, if applicable.

Manipulating Revenue Share / Hacking Rev Share. Associates joining agree not to attempt to increase their revenue share through means of stacking, falsifying information, manipulating transactions, dishonesty, etc.

Manipulation can take many forms and it is impossible to predict future ways in which this may occur. The company holds complete authority to Terminate any agent who it feels is engaging in Manipulation, Scheming in any unsavory way in order to increase their Revenue Share. This includes finding loopholes, coordinated efforts to obfuscate information related to revenue share that would reveal such manipulation. Terminated agents are not eligible for Revenue Share in any way. The company will also pursue any criminal or legal means necessary to recover any funds lost, or to enforce any laws broken.

Modification or Termination. This program, like all Company programs, is subject to modification or termination at the discretion of the Board of Directors.

AGREEMENT | Revenue Share

TERMINATION & VESTING

If in the event the Associate breaches the terms specified herein or has failed to conduct his position in accordance with the applicable law, or within the expectations of the Entity, the Entity is entitled to cancel this agreement, and/or terminate sponsorship of the Associate.

Upon involuntary termination executed by the Company, Revenue Share will be forfeited to the Company whether vested or non-vested.

Associates may not attract agents away from Entity until 30 days after the Termination of this agreement has been fulfilled.

Vesting & Retirement. Once vested, the Associate may leave the brokerage voluntarily and continue to receive Revenue Share under this agreement.

36 months. Both associate and recruit in the downline must be with the company for a minimum of 36 months for Revenue Share to be considered vested.

Vested Streams Only. In the event of voluntary separation, the Associate earning Revenue Share will earn Revenue Share from vested Revenue Streams only (in which the Agent has also been with the company for 36 months).

Non-Compete. In the event the Associate joins another competing organization or company, Revenue Share will end immediately and any vested, or non-vested, Revenue Share will be forfeited to the Company.

Permanent Incapacitation or Death. In the event of incapacitation or loss of life while still in Good Standing with the Company, the entire Revenue Share stream (vested & non-vested) may pass to an assigned designated beneficiary of the Associate’s family, if named. The 36th-month agent or Associate vesting periods will not be required and the named beneficiary will receive the entire Revenue Share stream indefinitely which will become fully vested at the time of incapacitation or at the time of loss of life. The revenue stream may also continue to grow or decline as the downline of the Incapacitated continues to grow or decline. Incapacitation will be interpreted by the Company at the time of transfer and at the designation as such by a medical professional. Additional terms and conditions may apply as necessary due to local, federal, territorial, provincial, or as state or local law necessitates. The company is not required to approve a plan of substitution for a Contractor who was not in Good Standing with the Company prior to the Contractor's permanent incapacitation or death.

The terms and conditions of this policy, or to the Epique Revenue Share Plan, are subject to modification as determined by the Company Board of Directors of Epique, Inc.

Equity

Incentive

Program

Addendum

United States Only. Adopted as of 5/24/2023

The Epique Equity Incentive Program is to be administered at the board’s discretion, and may issue shares of Epique, Inc’s common stock to the Company’s agents and brokers who elect to participate as payment of up to ten percent (10%) of the commission compensation earned by a Participant.

Addendum | Equity Incentive Program

Eligibility: All agents and brokers in Good Standing with the Company are eligible to participate in the Program.

Issuance of Shares As Payment of Commission: By submitting this Form of Election, Participant authorizes the Company to set aside up to ten percent (10%) of Participant’s net Contractor Dollar Amount (after splits, fees, and any other required withholdings) on Transactions which close in Participant’s name, commencing with Transactions closing on or after Participant’s Join Date.

Price of Issued Shares:The price for shares issued under the Program shall be at a twenty percent (20%) discount to the assessed company reported value of Epique, Inc. Common Stock, as determined by quarterly valuation.

Issuance Date: Shares under the Program shall be issued on the last trading day of the month during which the closing on the sales of any properties from which a Shares for Payment has been authorized results in an accumulated Shares for Payment of not less than $250 USD.

Custody of Shares: All shares issued under the Program shall initially be placed and held in an account created in Participant’s name.

Associated Costs: Ownership of shares issued under the Program may come with associated costs imposed by third parties, including but not limited to, fees that may be imposed by a stockbroker, financial services broker of Participant’s choosing, or others.

Cancellation of Participation: Any Participant may cancel his or her participation in the Program by providing email notification of cancellation not less than thirty (30) calendar days prior to the next scheduled Issue Date. In order to be effective, Cancellation Notices must be sent to admin@epiquerealty.com 

Modification or Termination: The Program is subject to modification or termination at the discretion of the Company’s Board of Directors.

Acknowledgments: Participant understands that participation in this Program is subject to the terms and conditions contained in the Independent Contractor Agreement, in this Agent Equity Program Participation Election Form, in the Program itself, and in the Plan. Participant has read and fully understands both the Program and the Plan. By participating in the Plan, the Participant agrees to be bound by the terms and conditions of the ICA, the Program and the Plan. By acceptance of this opportunity to receive shares, Participant consents to the electronic delivery of all related documents, including the Program, the Plan, any account statements and Plan prospectuses, as applicable, and all other documents that Epique is required to deliver to its security holders (including, without limitation, annual reports and proxy statements) or other communications or information related to an investment in Epique, Inc.  stock. Electronic delivery may include the delivery of a link to a Company intranet or the internet site of a third party, the delivery of the document via email or such other delivery determined at Company discretion.

By signing this enrollment form, the Participant certifies that he or she is of legal age in the state or country of his or her residence.

Participant, by signing this enrollment form, certifies that: Participant is not subject to backup withholding because
(a) Participant is exempt from backup withholding, or (b) Participant has been notified by the Internal Revenue Service (IRS) that Participant is not subject to backup withholding, or (c) the IRS has notified Participant that Participant is no longer subject to backup withholding.

Addendum | Equity Incentive Program

Participant, by signing this enrollment form, certifies that: Participant is receiving the shares solely for Participant’s own account, and not for the benefit of any other person. Participant is being issued the shares solely for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing of the shares, in full compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by the Securities and Exchange Commission thereunder, and applicable state securities laws.

Participant confirms that she or he has had the opportunity to ask questions of, and receive answers from, Epique, Inc. or any authorized person acting on its behalf concerning Epique, Inc. and its business, and to obtain any additional information, to the extent possessed by Epique (or to the extent it could have been acquired by Epique without unreasonable effort or expense) necessary to verify the accuracy of the information received by Participant.

Participant has carefully considered and has discussed (or accepts the responsibility to discuss) with its own legal, tax, accounting and financial advisors, to the extent the Participant has deemed necessary, the suitability of this investment and the transactions contemplated by this Agreement for the Participant’s particular federal, state, provincial, local and foreign tax and financial situation and has independently determined that this investment and the transactions contemplated by this Agreement are a suitable investment for the Participant. Participant understands that it (and not Epique) shall be responsible for Participant’s own tax liability that may arise as a result of the receipt of the shares or the transactions contemplated by this Agreement.

Participant understands that participation in this Program does not change the at will nature of Participant’s independent contractor consulting relationship with the Company.