Terms and Conditions of Service

1. Preamble, Structure, and Notice

This Terms and Conditions of Service (this “Agreement”) governs the legal relationship between each user of the website, including but not limited to a client or prospective client seeking real estate services (“you” or “your”), and the Alliance Members (defined below).

The Alliance Members have entered into a strategic alliance (the “Strategic Alliance” or “Alliance”) to coordinate marketing, share leads, and cooperate across jurisdictions, including Illinois, Michigan, Minnesota, Wisconsin, and other states.

Multi-Document Structure

This Agreement:

• Establishes terms and conditions applicable to all uses of the website (https://midamericagrp.com/) and any services, content, or tools provided therein.

Is supplemented by:

• One or more Engagement Letters describing specific services, fees, and commercial terms.
• One or more Services Agreements (e.g., property management agreements, listing agreements, or leasing agency agreements).
• One or more state-specific addenda and disclosures (e.g., Illinois, Michigan, Minnesota, Wisconsin, or other state addenda).
• Website Terms of Use and the Privacy Policy in Parts II and III of this document.

Hierarchy of Documents

In case of conflict:

• Non-waivable provisions of Applicable Law and mandatory state-specific addenda control.
• Any Services Agreement that expressly addresses the subject matter at issue controls that subject matter.
• The applicable Engagement Letter controls commercial terms specific to that engagement.
• This Terms and Conditions of Service controls for all remaining general terms and conditions.
• Website Terms of Use and the Privacy Policy in Parts II and III of this document.

2. Definitions and Interpretation

For purposes of this Agreement:

“Alliance” or “Strategic Alliance”

Means the non-exclusive, non-binding coordinated business arrangement among independent real estate services companies that have agreed to cooperate in providing real estate services, including coordinated marketing, lead sharing, and cross-jurisdictional service delivery. The Alliance has no separate legal personality and is not a partnership, joint venture, association, limited liability company, corporation, or other legal entity.

“Alliance Member”

Means any independent real estate services company that participates in the Strategic Alliance from time to time. Alliance Members include, without limitation:

• Mid-America Real Estate Group, LLC, an Illinois limited liability company, whose principal office is located at One Parkview Plaza, Oakbrook Terrace, Illinois 60181. Mid-America Real Estate Group, LLC does not perform any real estate services.
• Mid-America Asset Management, Inc., an Illinois corporation, whose principal office is located at One Parkview Plaza, Oakbrook Terrace, Illinois 60181, licensed as a real estate firm in Illinois.
• Mid-America Real Estate Corporation, an Illinois corporation, whose principal office is located at 410 North Michigan Avenue, Suite 1100, Chicago, Illinois 60611, licensed as a real estate firm in Illinois.
• Mid-America Real Estate-Michigan, a Michigan corporation, whose principal office is located at 38500 Woodward Avenue, Suite 100, Bloomfield Hills, Michigan 48304, licensed as a real estate firm in Michigan.
• Mid-America Real Estate-Minnesota, a Minnesota limited liability company, whose principal office is located at 5353 Wayzata Boulevard, Suite 650, Minneapolis, Minnesota 55416, licensed as a real estate firm in Minnesota.
• Mid-America Real Estate-Wisconsin, a Wisconsin limited liability company, whose principal office is located at 600 N. Plankinton Avenue, Suite 301, Milwaukee, Wisconsin 53203, licensed as a real estate firm in Wisconsin.
• Any additional independently organized real estate services companies listed from time to time in an applicable Engagement Letter or Services Agreement as potential cooperating entities.

3. Strategic Alliance Structure

3.1 Nature of the Strategic Alliance; Independence of Member Companies

The Strategic Alliance:

• Exists solely as a coordinated business arrangement facilitating multi-jurisdictional service delivery, coordinated marketing, lead sharing, and cross-referrals among independently organized companies.
• Does not create fiduciary duties, partnership status, or joint and several liability among its Alliance Members.

Independence of Alliance Members

Each Alliance Member:

• Is a separate and distinct legal entity with its own corporate or organizational structure.
• Is independently owned and managed by its own shareholders, members, or principals.
• Is independently regulated by real estate licensing and other regulatory authorities in each state in which it holds licenses.
• Is solely responsible for its own financial management, accounting, tax obligations, and regulatory compliance.
• Maintains its own insurance policies and coverage unless expressly stated otherwise.
• Exercises independent business judgment regarding its operations and participation in any particular engagement.

The use of shared branding elements, co-marketing materials, cross-promotion, coordinated advertising, or unified website presentations:

• Is for convenience and marketing purposes only.
• Does not alter the independent legal status of each Alliance Member.

3.2 Primary Service Provider Relationship

Exclusive Contracting Party

For each engagement:

• A client contracts solely and exclusively with the Alliance Member identified as the Primary Service Provider in the applicable Engagement Letter or Services Agreement.
• The Strategic Alliance as a collective arrangement is not a party to any Engagement Letter or Services Agreement.

Primary Service Provider Responsibilities

The Primary Service Provider shall:

• Coordinate and deliver the Services described in the applicable Engagement Letter and any Services Agreement.
• Serve as Client’s principal point of contact for the engagement.
• Maintain records reasonably necessary to perform the Services, support invoicing, and demonstrate compliance with Applicable Law.

No Joint and Several Liability Among Alliance Members

Except as expressly required by non-waivable Applicable Law:

• Each Alliance Member is a separate legal person.
• No Alliance Member is jointly and severally liable for the acts or omissions of any other Alliance Member solely by virtue of participation in the Alliance.

4. Modifications to the Site and Terms and Conditions of Service

The Company may modify, suspend, or discontinue any aspect of the Site at any time without liability, subject to continued performance of its obligations under active engagements.

The Company may revise these Terms and Conditions of Service from time to time. Material changes will be communicated through the Site or other reasonable means. Continued use of the Site after changes become effective constitutes acceptance of the revised Terms of Use.