Updated July 24, 2024
REFERRALEXCHANGE'S AGENT SERVICES TERMS OF USE


PLEASE READ THESE AGENT TERMS OF USE CAREFULLY. THESE AGENT TERMS OF USE CONTAIN PROVISIONS THAT REQUIRE CLAIMS BETWEEN YOU AND REFERRALEXCHANGE, INC., AS DEFINED BELOW. TO BE SUBMITTED TO BINDING ARBITRATION. THESE PROVISIONS INCLUDE EACH PARTY'S WAIVER OF THE RIGHT TO A JURY TRIAL AND RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT. THESE AGENT TERMS OF USE AFFECT YOUR LEGAL RIGHTS.

ReferralExchange, Inc., also operating under the doing business name "RealEstateAgents.com" and the other d/b/a(s) identified on Schedule 1 hereto, ("ReferralExchange", "we", "us" or "our") offers the Services described below solely to certain qualified and experienced real estate professionals that we approve in our discretion ("Participating Agents" or "you," "your"). Participating Agents are required to accept, without modification, these Agent Terms of Use along with other Governing Agreements (defined below). To become a Participating Agent go to https://www.realestateagents.com/agent/sign-up .


ReferralExchange connects residential real estate Customers to Participating Agents and Participating Agents' Customers to other Participating Agents in return for fees payable by Participating Agents in connection with Qualifying Transactions (defined below). Individuals who are not Agents (defined below) and Agents who are not approved by ReferralExchange to be Participating Agents are unable to utilize these Services and should instead go to  https://www.referralexchange.com/buyers-sellers/ .


Please carefully read these Agent Terms of Use (these "Agent Terms") as the same may be amended from time to time. They are a legal agreement between you and us that govern your use of the Services. By submitting any information to ReferralExchange to become a Participating Agent or otherwise using any Services, you agree and consent to these Agent Terms and the other Governing Documents. Each time you receive Referral Details or utilize the Services in any way you shall be deemed to ratify and approve these Agent Terms (as amended). If you do not agree to these Agent Terms, you shall not be a Participating Agent and are not permitted to receive the Services from ReferralExchange.


1. DEFINITIONS


"Agent"  means a licensed real estate professional or any other person who is legally entitled to receive compensation for the purchase and/or sale of real property in connection with Qualified Transactions.


"Agent Referrals" means ReferralExchange's Services described in Section 2. B. of these Agent Terms.


"Commission Rate"  means the percentage of Gross Commission a Participating Agent owes to ReferralExchange upon the completion of a Qualified Transaction. The Commission Rate shall be set forth in the Referral Details or other Supplementary Terms and is payable to ReferralExchange upon the closing of a Qualified Transaction.


"Confidential Information"  means the proprietary or non-public information (including any non-public information about Customers) disclosed by or exchanged between ReferralExchange and you.


"Customer"  means a prospective or actual buyer or seller of real property for whom contact information has been shared with ReferralExchange by the Customer or a Participating Agent (with the Customer's express consent) for the purpose of identifying Participating Agents.


"Customer Referrals"  means ReferralExchange's Services described in Section 2. A. of these Agent Terms.


"Governing Agreements"  means these Agent Terms, together with (i) RealEstateAgents.com's Website Terms of Use , (ii) RealEstateAgents.com's Privacy Policy , and (iii) any applicable Supplemental Terms. In the event of any conflict among any of the Governing Agreements, Agent Terms shall control, unless otherwise expressly stated in any applicable Supplemental Terms.


"Gross Commission"  means the gross real estate sales or buyer broker commission amount and/or other fees that are earned by a Participating Agent arising out of a Qualified Transaction.


"Participating Agent"  means an Agent approved by ReferralExchange in its sole discretion who uses any Services and/or receives Referral Details pursuant to these Agent Terms.


"Parties"  means the parties to these Agent Terms, consisting of ReferralExchange, on the one hand, and Participating Agent, on the other hand.


"PRIME Services"  means certain additional services described in Section 2. C. below provided to Participating Agents for additional fees.


"Qualified Customer"  means a Customer for whom any contact information is shared with a Participating Agent by ReferralExchange in connection with the Services. A Participating Agent cannot be a Qualified Customer.


"Qualified Transaction"  means one or more real estate purchase or sale transactions involving a Qualified Customer that occurs within ten (10) years of Participating Agent's receipt of Referral Details about such Qualified Customer.


"Referral Details"  means contact, fee and other information provided by ReferralExchange to one or more Participating Agents which may include, but is not limited to: Customer name(s), location, price range, address(es), telephone number(s), email address(es) and Commission Rate.


"Sending Agent"  means a Participating Agent who, as determined by ReferralExchange in its sole discretion, is the initial source of a Qualified Customer submitted to ReferralExchange for the purpose of obtaining one or more Agent Referrals.


"Sending Commission"  means the percentage of Gross Commissions ReferralExchange is willing to pay to a Sending Agent in connection with an Agent Referral. The applicable Sending Commission for a Qualified Transaction shall be set forth on the Submission Form and is contingent upon payment to ReferralExchange of the applicable Commission Rate for a Qualified Transaction(s) involving the Qualified Customer initially referred by the Sending Agent to ReferralExchange.


"Services"  means all products and services provided by ReferralExchange pursuant to these Agent Terms as further described in Section 2 below.


"Submission Form"  means the online form provided by ReferralExchange and completed and submitted to ReferralExchange via the Website by a Sending Agent containing the Customer data required by ReferralExchange to enable the referral of such Customer to another Participating Agent. The Submission Form shall contain the applicable Sending Commission if one or more Qualified Transaction(s) result and such Sending Commission may not be altered by the Sending Agent after submitting the Submission Form to ReferralExchange.


"Submitted Customer" means, as determined by ReferralExchange in its sole discretion, a Qualified Customer that was initially provided to ReferralExchange by a Participating Agent pursuant to a Submission Form.


"Supplemental Terms"  means any additional written terms and conditions required in order to participate in any specific Services we offer, including but not limited to Referral Details, emails, or other written communications between ReferralExchange and a Participating Agent.


"Website"  means collectively, ReferralExchange's websites located at https://www.referralexchange.com and https://agentcrm-mobile.referralexchange.com as such addresses may be amended from time to time in ReferralExchange's sole discretion or such other website(s) as ReferralExchange shall use to transact business in connection with the Services.


2. PARTICIPATING AGENT SERVICES AND FEES


ReferralExchange offers the following products and services to Participating Agents pursuant to these Agent Terms:


  1. Customer Referrals.   At ReferralExchange's sole discretion, Participating Agents can be provided with Qualified Customers in return for fees based on Qualified Transactions. If a Customer Referral provided by ReferralExchange to a Participating Agent results in one or more Qualified Transaction(s), such Participating Agent shall pay ReferralExchange the Commission Rate provided in the Referral Details for such Customer Referral within fourteen (14) days after the closing of such Qualified Transaction(s).
  2. Agent Referrals.   At ReferralExchange's sole discretion, Participating Agents' Customers can be connected with other Participating Agents to obtain legally permitted referral fees for Qualified Transactions. If a Submitted Customer to ReferralExchange results in one or more Qualified Transaction(s) with another Participating Agent, the Sending Agent shall receive from ReferralExchange the Commission Rate as provided in the Submission Form for such Submitted Customer within thirty (30) days after payment to ReferralExchange of the applicable Commission Rate for such Qualified Transaction(s). As a Sending Agent, you shall only be entitled to a Sending Commission for a Submitted Customer if ReferralExchange is paid the applicable Commission Rate by another Participating Agent in connection with a Qualified Transaction with that Submitted Customer.
  3. PRIME Services.   At ReferralExchange's sole discretion and by ReferralExchange's invitation only, ReferralExchange offers certain PRIME Services to Participating Agents to obtain preferred access to our Services. Specifically, upon payment of applicable fees (fees determined upon invitation to a Participating Agent), we will provide you with the following Services:
    • Priority ranking for Customer Referrals;
    • Enhanced customer service; and
    • Access to PRIME Services Participating Agents-only content
  4. Lead Validation Services.   ReferralExchange also provides lead validation Services to certain Participating Agents for additional fees and otherwise subject to these Agent Terms. ReferralExchange is not presently offering lead validation Services to new Agents.

3. NON-EXCLUSIVE AGENT APPOINTMENT AND ACCEPTANCE


Subject to all of the terms and conditions of these Agent Terms, ReferralExchange hereby appoints each Participating Agent, and you hereby accept such appointment, for the term of these Agent Terms as a  non-exclusive  representative for ReferralExchange. Nothing in these Agent Terms shall be construed as limiting in any manner ReferralExchange's marketing or distribution activities or its appointment of other dealers, distributors, licensees or agents.


4. RELATIONSHIP OF THE PARTIES


You shall, in all matters relating to these Agent Terms, act as an independent contractor. In all such matters, you (or any of your representatives) shall not act as, or represent yourself to be an agent, partner or co-venturer of ReferralExchange and you have no right or authority to assume or create any obligation, liability, responsibility whatsoever, express or implied, or to bind ReferralExchange in any way whatsoever unless expressly authorized in writing by ReferralExchange.  In connection with the foregoing, you represent and warrant the following:


  • You will not act as our employee under the meaning of or application of any United States federal or state laws relating to unemployment insurance, retirement benefits, social security, worker's compensation, or any regulations which may impute any obligation or liability to ReferralExchange by reason of an employment relationship.
  • You will not pledge the credit of ReferralExchange nor hold yourself out as our agent, other than as a Participating Agent, under these Agent Terms.
  • All of your employees or agents are deemed to be exclusively your employees or agents, under your direction and control and not ReferralExchange.
  • Except in connection with Sending Commission as provided in these Agent Terms, you have no right to receive any compensation whatsoever from ReferralExchange for your services rendered as a Participating Agent or otherwise.
  • You have no right to receive reimbursement from ReferralExchange for any expenses or other costs you incur in connection with these Agent Terms, any Qualified Transaction or any other activities you conduct.
  • You will not hold yourself out as, or otherwise represent, that you are an employee of ReferralExchange or an agent acting on ReferralExchange's behalf when communicating with a Customer or any potential client.

5. REPRESENTATIONS AND WARRANTIES OF PARTICIPATING AGENTS


Participating Agents represent and warrant the following at all times in connection with receipt of Services under these Agent Terms:


  • You are an Agent with a current and valid license, of legal age, and capable of forming a legally binding contract.
  • You have complied with all applicable real estate licensing laws and have prudent and customary insurance coverage to conduct business as an Agent.
  • You have obtained Customer consent, as may be required by law, to submit any Customer information to ReferralExchange to obtain Services for such Customer. By submitting telephone number(s) for a Customer, you represent and warrant that you have obtained consent as required by the Telephone Consumer Protection Act and any state or local equivalents for such Customer to be contacted by ReferralExchange at the telephone number(s) provided regarding the submission.
  • You have provided Customers with all disclosures and notices legally required as applicable to Agents.
  • You have verified the Customer's identity and authority to conduct any Qualified Transaction as buyer or seller.
  • You will provide your services to each Customer in an efficient, professional, good and workmanlike manner, in accordance with industry standards of care and skill and in compliance with all applicable laws and regulations.
  • You will maintain and promptly provide ReferralExchange with updates of any changes in your license or professional status.
  • All information you submit to ReferralExchange, including, without limitation, your data or any Customer data, is true and complete and correct and you will maintain and promptly update your profile or other information you provide to us or any Customers. You hereby grant ReferralExchange a non-exclusive, transferable, sublicensable, perpetual, worldwide right to reproduce, display, sell, have sold, make derivative works or and otherwise use Customer information you provide to us for any lawful purpose.
  • As applicable, you have obtained: (i) your broker owner's permission or authorization, and (ii) approval/authorization from all relevant governmental authorities and other parties in order to (a) enter into these Agent Terms, (b) use the ReferralExchange Services, (c) receive payment from ReferralExchange, (d) make payments to ReferralExchange and (e) submit Customer information to ReferralExchange.
  • You will not register or represent yourself to ReferralExchange as a prospective buyer or seller, even if you intend to buy or sell real property.
  • You will not violate any applicable laws or regulations in connection with your activities as a Participating Agent, including without limitation, laws relating to data privacy, security, solicitation, marketing, advertising, disclosure or consumer protection, telemarketing, email and other electronic communications.
  • You will not, directly or indirectly: (i) use Customer or Agent information or data from ReferralExchange to build a database for resale or license to, or for access by a third party in competition with our Services; (ii) allow information or data from ReferralExchange Service to be used in any way to verify information or data from a third party that resells or licenses data in competition with ReferralExchange; or (iii) provide access to or information or data from ReferralExchange to a third party that resells or licenses access to data or information in competition with ReferralExchange or to a third party that plans to resell to a further third party access to any of the ReferralExchange information or data.
  • You will not misuse or permit any unauthorized use of any ReferralExchange Confidential Information or any Customer information.
  • You shall not use our Website or the Services for any purpose that is unlawful or contrary to these Agent Terms. You shall not attempt to gain unauthorized access to any account, computer systems or networks associated with our Website or the Services. You shall not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through our Website or the Services.
  • You will not use Customer information in violation of the Telephone Consumer Protection Act or any similar state and/or local calling laws or regulations (hereinafter collectively referred to as, "Do Not Call Laws"). You are solely responsible for ensuring compliance with Do Not Call Laws and obtaining any necessary consent that may be required thereby. ReferralExchange does not represent or warrant Customer Referrals for this purpose. Failure to comply with Do Not Call Laws may result in statutory damages, attorney fees, and/or court costs for which you will be solely responsible. ReferralExchange reserves the right to seek indemnity from you for any actual or alleged violation of Do Not Call Laws pursuant to Section 12 below.

6. PARTICIPATING AGENT COVENANTS, ACKNOWLEDGEMENTS AND AGREEMENTS


You covenant, acknowledge and agree to the following in connection with these Agent Terms:


  • ReferralExchange does not mandate any level of Gross Commission be obtained on Qualified Transactions or require Agents to be members of any trade association or to participate in any particular multiple listing service. Notwithstanding the foregoing, if Participating Agent (or a member of your family or entity owned or controlled by you) is the purchaser of real property from a Qualified Customer, the Gross Commission for such Qualified Transaction shall be deemed to be not less than 3% of the purchase price.
  • Subject to applicable law, we reserve the right to apply any criteria we deem relevant to assess whether an Agent has sufficient experience, skill and capability to be eligible to be a Participating Agent under these Agent Terms and/or be invited to obtain PRIME Services.
  • You understand and acknowledge that we reserve the right to terminate the participation or eligibility of any Participating Agent for Services under these Agent Terms for any reason at our sole discretion.
  • We retain the right to determine that a Customer is not a Qualified Customer at any time, even if such Customer had previously been a Qualified Customer.
  • All information you provide to Customers about your services is your responsibility and not a ReferralExchange offering of any Service to such Customer or anyone else.
  • Receipt of Referral Details by a Participating Agent constitutes acceptance, reaffirmation and ratification of these Agent Terms in connection with any Qualified Transaction arising therefrom. If you do not accept these Agent Terms at any time you must notify ReferralExchange as provided in Section 13 below.
  • At any time after accepting a Qualified Customer, we may determine, in our sole discretion, to deem such Qualified Customer to no longer be active. In such event, any transaction that results from such Qualified Referral shall not be deemed a Qualified Transaction and shall not be eligible for fees hereunder.
  • You agree that we may review or audit your use of our Services at any time to ensure compliance with the Governing Agreements, but any failure by us to review or audit your use of the Services will not constitute acceptance of or waiver of any of our rights with respect to any breach of the Governing Agreements.
  • You understand that this is a non-exclusive relationship, and you are permitted to share information regarding your Customers with third parties, however, you will only share information regarding Customer Referrals in compliance with applicable law and as reasonably necessary in connection with pursuing Qualified Transactions.
  • You will obtain each Customer's permission before submitting contact information to us and comply with all applicable data privacy and security laws.
  • By submitting your email address or otherwise seeking Services under these Agent Terms, you further agree to receive communications from ReferralExchange electronically.
  • You will provide us accurate and complete contact information for Customers in the format that we require on the Submission Form or as otherwise required in any Supplemental Terms.
  • You understand that whether a Submitted Customer referral becomes a Qualified Customer is solely at our discretion. In no event shall an Agent be entitled to a Sending Commission or any other rights Services who has opted out or otherwise terminated their status as a Participating Agent pursuant to these Agent Terms.
  • You will review and accept these Agent Terms for each Qualified Customer, and your acceptance of these Agent Terms for each Qualified Customer shall be deemed a separate agreement with respect to any Qualified Transaction(s) involving that Qualified Customer.
  • You will pay us a fee for each Customer Referral Qualified Transaction, regardless of whether you receive payment from a Qualified Customer or other third party responsible for Gross Commissions. Participating Agent is solely responsible for invoicing and collecting payment of Gross Commission upon completion of a Qualified Transaction.
  • To avoid the obligation to pay ReferralExchange's Commission Rate in connection with a Qualified Customer already known to Participating Agent, Participating Agent must provide ReferralExchange, within five (5) business days of receipt of the Referral Details for such Customer, a copy of Participating Agent's signed written listing or similar broker agreement with such Qualified Customer obtained prior to the date the Referral Details were provided to Participating Agent (a "Prior Agreement"). Name, contact or other lead information in Participating Agent's prior possession regarding a Qualified Customer does not constitute a Prior Agreement and is insufficient to avoid the obligations hereunder to pay ReferralExchange's Commission Rate for such Qualified Customer referral.
  • We may, at our sole discretion, engage a third party to collect any amounts owed to us and you agree to use best efforts to assist us in the collection of any payment due upon completion of a Qualified Transaction.

7. PAYMENTS


At present, ReferralExchange relies entirely on Stripe, Inc. to manage any credit card or debit card payment functions. Payment due for the ReferralExchange Services is subject to the terms of the online order process at  https://stripe.com/legal/consumer . ReferralExchange does not store, process or transmit any of your credit card or debit card data. We may add or remove payment processing methods at any time.


You are responsible for the timely payment of all products and services you purchase through your account. All fees will be billed to the credit card or payment processing account you designate through your account. You must make any changes to your payment method online.


You are responsible for all transactions (one-time, recurring, and refunds) processed through any third-party payment provider. We are not liable for loss or damage from errant or invalid transactions processed by any third-party payment provider. This includes transactions that were not processed due to a network communication error, or any other reason. If you enter into a transaction, it is your responsibility to verify that the transaction was successfully processed. You understand and agree that you will not hold ReferralExchange liable for any adverse effects that actions (whether intentional or unintentional) on the part of any third-party payment provider may cause to your ReferralExchange account or your business.


8. TAXES


You are obligated to report as income all compensation that you receive arising from these Agent Terms, and you are solely responsible for all taxes, withholdings and other applicable statutory obligations including, but not limited to, any self-employment tax, workers' compensation insurance and garnishments.


9. ADDITIONAL WARRANTIES AND DISCLAIMER


Each party represents and warrants that it has the right, power, and authority to enter into these Agent Terms and to perform its obligations and duties hereunder, and that the performance of such obligations and duties does not and will not conflict with or result in a breach of any other agreement of such party or any judgment, order or decree by which such party is bound. If you use the Services on behalf of an organization, you further agree to these Agent Terms on behalf of that organization and you represent and warrant that you have the authority to bind that organization to these Agent Terms (in which case, "you", "your" will also refer to that organization).


EXCEPT AS EXPRESSLY SET FORTH IN THESE AGENT TERMS AND THE OTHER GOVERNING AGREEMENTS, REFERRALEXCHANGE DOES NOT MAKE ANY WARRANTIES WITH RESPECT TO ANY PRODUCTS OR SERVICES, AND REFERRALEXCHANGE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.


YOU ASSUME ALL RISKS CONCERNING THE SUITABILITY AND ACCURACY OF THE INFORMATION PROVIDED BY REFERRALEXCHANGE OR ANY OTHER AGENT, WHICH MAY CONTAIN TECHNICAL INACCURACIES, TYPOGRAPHICAL ERRORS OR OMISSIONS, AND ALL RISKS ASSOCIATED WITH THE REPRESENTATION OF OR COMMUNICATIONS WITH ANY CUSTOMER, WHICH MAY INCLUDE FACE TO FACE MEETINGS WITH THE CUSTOMER IN EMPTY HOMES, DRIVING TO AND FROM VARIOUS DESTINATIONS AND OTHER ACTIVITIES TYPICALLY ASSOCIATED WITH A REAL ESTATE TRANSACTION, AND TELEPHONIC COMMUNICATIONS WITH THE CUSTOMER. REFERRALEXCHANGE ASSUMES NO RESPONSIBILITY FOR AND DISCLAIMS ALL LIABILITY FOR ANY SUCH ACTIVITIES, AND ANY INACCURACIES, ERRORS OR OMISSIONS. REFERRALEXCHANGE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE EXISTENCE OR VALIDITY OF CONSENT FROM A CUSTOMER TO BE CONTACTED BY YOU OR ON YOUR BEHALF EVEN IF CUSTOMER CONTACT INFORMATION IS INCLUDED IN A CUSTOMER REFERRAL.


REFERRALEXCHANGE MAY MAKE CHANGES TO ITS PRODUCT OR SERVICE OFFERINGS AND ANY OTHER INFORMATION AND MATERIALS WE OFFER AT ANY TIME AND WITHOUT NOTICE. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.


10. LIMITATION OF LIABILITY


TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AND NOTWITHSTANDING ANYTHING ELSE IN THESE AGENT TERMS AND OTHER GOVERNING AGREEMENTS TO THE CONTRARY OR OTHERWISE, REFERRALEXCHANGE WILL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE AGENT TERMS OR OTHER GOVERNING AGREEMENTS OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, EVEN IF REFERRALEXCHANGE WAS AWARE OF THE POSSIBILITY OF ANY OF THE FOREGOING DAMAGES. REFERRALEXCHANGE SHALL NOT HAVE ANY LIABILITY FOR ANY FAILURE OR DELAY DUE TO MATTERS BEYOND ITS REASONABLE CONTROL. FURTHER, REFERRALEXCHANGE EXPRESSLY DISCLAIMS ANY LIABILITY FOR PARTICIPATING AGENT'S USE OF CUSTOMER INFORMATION, INCLUDING BUT NOT LIMITED TO CUSTOMER TELEPHONE NUMBERS, AND SUCH USE (IF ANY) SHALL BE AT PARTICIPATING AGENTS SOLE RISK AND RESPONSIBILITY. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL REFERRALEXCHANGE'S AGGREGATE LIABILITY TO A PARTICIPATING AGENT UNDER THESE AGENT TERMS OR ANY APPLICABLE SUPPLEMENTAL TERMS BE GREATER THAN THE AMOUNT OF FEES DUE TO OR RECEIVED FROM SUCH AGENT.


11. COMMUNICATIONS CONSENT


In providing the Services, we may need to contact you, and may do so in a variety of ways, including but not limited to telephone calls, texts (e.g., SMS, MMS, over-the-top (OTT) messaging (iMessage, WhatsApp), or successor protocols or technologies), voicemails, and emails (collectively referred to herein as "Communications"). These Communications may be made or sent using an automated system, prerecorded or artificial voice, and/or artificial intelligence (AI).


You acknowledge that all Communications to or from us and/or our agents, or otherwise exchanged through our website or in relation to the Services, may be monitored and recorded and you consent to such monitoring and recording.


By providing us with your telephone number, whether during registration, in conjunction with your account, or via other methods, you agree that we, or third-parties acting on our behalf, may make or send Communications to you at that telephone number. You are required to notify us of any changes to your contact details, including telephone number(s), to ensure your preferences and contact information are up to date. You verify that you are the current subscriber and/or owner of any telephone number that you provide to us and you are authorized to consent to and receive Communications at that telephone number. You are strictly prohibited from providing a telephone number that is not your own. You also represent that any business telephone number you provide is, in fact, a business telephone number and not a residential telephone number, regardless of whether the telephone number is associated with a mobile phone or a landline. If we discover that any information provided in connection with your registration is false or inaccurate, we may suspend or terminate your account access and/or enrollment at any time.


We may use your telephone number for multi-factor authentication ("MFA"), to confirm your identity and help protect the security of your account. Part of the MFA identity verification process may involve sending texts containing security codes to your telephone number. You agree to receive these texts as part of the MFA process.


In addition, you agree that we may make or send Communications, including with an automated system and/or using an artificial or pre-recorded voice, to any telephone number(s) you provide to us, including to communicate with you about your account and the Services, inform you of features included in your account as well as how to access those features, and/or fulfill a request made by you through or in relation to the Services. We may also use such telephone number(s) to contact you for marketing purposes, such as to provide special offers or details regarding other ReferralExchange products or services, unless you opt out of such marketing calls/texts. You acknowledge that Communications may be made to your telephone number(s) even if your telephone number(s) is registered on any state or federal Do Not Call list. If you opt-in, we may also make or send automated marketing calls and/or texts to your telephone number(s). You understand that you do not have to agree to receive automated marketing calls/texts as a condition of purchasing any goods or services from us.


You may opt-out of automated calls/texts and/or marketing calls/texts from us at any time, by replying "STOP" to any text message you receive from us, by calling us at (888) 586-2349 , or by emailing us at support@referralexchange.com with your request, your name, and the telephone number(s) to which the request pertains. When opting out of text messages, you acknowledge and agree to accept a final confirmatory message, which may also seek clarification as to the scope of your opt-out. It is your sole responsibility to notify us if you no longer want to receive automated calls and/or texts. You waive any rights to bring claims for unauthorized or undesired calls/texts resulting from your failure to opt-out immediately. Please allow up to ten (10) days (unless otherwise required by applicable law) to process any opt-out request. Please note that even if you opt out of automated messages, we reserve the right to make non-automated calls or send non-automated texts to you. It is possible that third parties may have your contact information and you may continue to receive communications from these third parties despite an opt-out request. We are not responsible for unwanted contact from third parties. Please contact third parties directly to inform them of your communication preferences.


You are responsible for obtaining and maintaining all telephone devices and other equipment and software, and all internet service provider, mobile service, and other services needed to receive Communications. You must notify us immediately of any breach of security or unauthorized use of your telephone device. Although we and our authorized agents and affiliates will not be liable for losses caused by any unauthorized use of your telephone device, you may be liable for the losses of ReferralExchange, our authorized agents and affiliates, or others due to such unauthorized use.


Texts may only be available to customers of select carriers with compatible handsets. Message frequency will vary. There is no fee to receive texts from us and our authorized agents; however, you may incur a charge for these texts from your telephone carrier or service provider, which is your sole responsibility. Message and data rates may apply. Check your telephone plan and contact your carrier for details. You represent and warrant that you are authorized to incur such charges and acknowledge that ReferralExchange and our authorized agents and affiliates are not responsible for such charges.


12. INDEMNIFICATION


Participating Agent shall, at its expense, indemnify, defend and hold ReferralExchange harmless from any claims, demands, costs, expenses (including reasonable attorney's fees), losses, damages, and liabilities, whether actual, alleged, or threatened (each, a "Claim") relating to: (a) death or personal injury (including bodily injury) to any person, destruction or damage to any property to the extent caused by negligent or willful acts, errors, or omissions by Participating Agent, its employees, officers, agents, representatives, or subcontractors in connection with these Agent Terms; (b) any statements or representations made or given by Participating Agent, its employees, officers, agents, representatives, or subcontractors to any Customer or other third party; (c) the breach by Participating Agent of these Agent Terms; (d) Participating Agent's noncompliance or violation of applicable law; (e) Participating Agent's use of Customer Referrals and/or Customer data; (f) Participating Agent's submission of Customer information to ReferralExchange; (g) Participating Agent's provision of incorrect or inaccurate account information (including, but not limited to, telephone number(s)) and/or failure to timely notify ReferralExchange of changes to the same; or (h) any alleged failure by Participating Agent to satisfy any tax, withholding or other legal obligation. Upon receipt of a Claim, at its sole election, ReferralExchange may provide written notice to Participating Agent, who if defended by an institutional insurance company acceptable to ReferralExchange shall assume and control the defense of the Claim with counsel of such insurance company's choice and at Participating Agent's and/or such insurance company's expense. Notwithstanding the foregoing, unless you obtain our consent in writing, you will not take any action with respect to any Claim if such action (a) admits any liability, fault or wrongdoing on the part of ReferralExchange; (b) imposes any obligations on ReferralExchange; or (c) otherwise adversely affects ReferralExchange's rights, obligations or operations. Further, Participating Agent agrees to cooperate with ReferralExchange in relation to the investigation and/or defense of any Claim.


13. TERM AND TERMINATION


Subject to the survival provisions of Section 16.b below, either party may terminate these Agent Terms at any time, with or without cause, upon written notice to the other party. Participating Agents may terminate their eligibility at  https://www.referralexchange.com/profile/account-settings/agent-terms , provided that in no event shall an Agent be entitled to a Sending Commission or any other rights to Services who has opted out or otherwise terminated their status as a Participating Agent pursuant to these Agent Terms. Further, these Agent Terms shall terminate immediately, without notice, (a) upon the institution by or against either party of insolvency, receivership or bankruptcy proceedings, (b) upon either party's making an assignment for the benefit of creditors, or (c) upon either party's liquidation, dissolution or ceasing to do business.


14. CONFIDENTIALITY


Participating Agent shall use the Confidential Information only in performing under these Agent Terms and shall retain the Confidential Information in confidence and not disclose to any third party (except as authorized hereunder) without ReferralExchange's prior written consent. Except as otherwise set forth herein, all Confidential Information shall remain the sole property of ReferralExchange. Participating Agent shall hold the Confidential Information of ReferralExchange in strict confidence in perpetuity.


Notwithstanding the foregoing, Participating Agent's confidentiality obligations hereunder shall not apply to information which: (a) is already known to Participating Agent prior to disclosure by ReferralExchange; (b) becomes publicly available without fault of Participating Agent; (c) is rightfully obtained by Participating Agent from a third party without restriction as to disclosure, or is approved for release by written authorization of ReferralExchange; or (d) is required to be disclosed by law or governmental regulation, provided that Participating Agent will provide reasonable notice to ReferralExchange of such required disclosure and reasonably cooperate with ReferralExchange in limiting such disclosure.


15. DISPUTE RESOLUTION PROCESS


Any claims brought by or between the Parties in relation to or arising out of these Agent Terms shall be subject to this Dispute Resolution Process, including but not limited to claims regarding your use of the Website, your account or the Services, your purchase of any product or Services from ReferralExchange, Communications with ReferralExchange, or any other dispute you may have with ReferralExchange, including claims that arose before the existence of this or any prior agreement between the Parties (collectively, "Dispute"). For U.S. residents, the Federal Arbitration Act ("FAA"), not state law, shall govern this Dispute Resolution Process and the arbitrability of all Disputes between ReferralExchange and you. The law of the State of California or federal law, where applicable, shall govern the substance of any Dispute.

  1. Informal Dispute Resolution

    If you believe you have a Dispute with ReferralExchange, please contact us by email at support@referralexchange.com so ReferralExchange can try to resolve your concerns. ReferralExchange will likewise contact you by email or other available contact information if it believes it has a Dispute with you. For a period of sixty (60) days from the date of receipt of notice from the other party, ReferralExchange and you will engage in a dialogue directly through consultation and good faith negotiations in order to attempt to resolve the Dispute, though nothing will require either you or ReferralExchange to resolve the Dispute on terms with respect to which you and ReferralExchange are not comfortable. Most concerns may be quickly resolved in this manner. Participation in this informal dispute resolution process—during which any applicable statute of limitations or filing fee deadline will be tolled—shall be a precondition to either party initiating a lawsuit or arbitration. Any Dispute that is not resolved through informal resolution shall be submitted to binding arbitration or small claims court as provided below.

  2. Binding Arbitration

    If we cannot resolve a Dispute as set forth in the manner described in the preceding paragraph within sixty (60) days of receipt of the notice, then ANY AND ALL DISPUTES BETWEEN YOU AND ReferralExchange (BASED IN CONTRACT, TORT, STATUTE, REGULATION, OR ANY OTHER LEGAL OR EQUITABLE THEORY), WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE DATE OF THESE AGENT TERMS, MUST BE RESOLVED BY FINAL AND BINDING INDIVIDUAL ARBITRATION OR IN SMALL CLAIMS COURT.


    BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT (OTHER THAN SMALL CLAIMS COURT) AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY.


    Any Dispute will be resolved solely by binding individual arbitration before the American Arbitration Association ("AAA") using AAA's then-current Commercial Arbitration Rules (or if applicable, Consumer Arbitration Rules), including, when applicable AAA's Mass Arbitration Supplementary Rules. You can obtain AAA procedures, rules, and fee information as follows: 800.778.7879 and http://www.adr.org . The arbitration will be conducted by a single arbitrator who shall be a retired state or federal court judge and who shall apply and be bound by these Agent Terms. The arbitrator must be neutral and the Parties will each have a reasonable opportunity to participate in the process of choosing the arbitrator. Remedies that would otherwise be available to the Parties under applicable federal, state or local laws remain available under this arbitration clause. The arbitrator will determine any Dispute according to applicable law and facts based upon the record and no other basis and will issue a written statement of the essential findings and conclusions on which the award is based for each claim asserted. All issues are for the arbitrator to decide, including issues of arbitrability of any Dispute, except that issues relating to whether the Parties have entered a valid agreement to arbitrate are for the court to decide. To provide the most efficient resolution process, arbitration hearings may be conducted via electronic or telephonic means or by a submission of documents in lieu of a personal appearance by the Parties. However the arbitrator shall have discretionary authority to require a face-to-face meeting if the arbitrator determines that such a meeting is necessary for a fundamentally fair hearing. The in-person hearing shall take place in your county of residence or some other location that is convenient for you.

  3. No Class Action Matters

    THE PARTIES FURTHER AGREE THAT ANY ARBITRATION SHALL BE CONDUCTED IN THEIR INDIVIDUAL CAPACITIES ONLY AND NOT AS A CLASS ACTION OR OTHER REPRESENTATIVE ACTION, AND THE PARTIES EXPRESSLY WAIVE THEIR RIGHT TO FILE A CLASS ACTION, PARTICIPATE IN A CLASS ACTION, OR SEEK RELIEF ON A CLASS BASIS. Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. But if, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable, then our agreement to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to the provisions of Section 15.h (“Jurisdictional Issues”) below. The arbitrator does not have the power to vary these class action waiver provisions.

  4. Arbitration Fees

    If you initiate the arbitration, you will be responsible for paying the initial arbitration fee. All other costs of the arbitration will be borne by ReferralExchange. You will be responsible for your own attorney fees and expenses unless the arbitration rules or applicable law permit you to recover your attorneys' fees. You will not be required to pay any fees or costs incurred by ReferralExchange if you do not prevail in arbitration, unless the arbitrator determines that the claim was brought in bad faith, in which case the arbitrator may award ReferralExchange attorney's fees, expert witness fees, arbitration-related fees and/or costs. If ReferralExchange initiates an arbitration against you, ReferralExchange will pay all costs associated with the arbitration (other than your attorneys' fees and expenses unless permitted to be recovered under the arbitration rules or applicable law).

  5. Injunctive Relief

    The foregoing provisions of this Dispute Resolution Process will not apply to any legal action taken by ReferralExchange to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to or arising out of the Services, ReferralExchange's intellectual property rights, ReferralExchange's operations, or ReferralExchange's products or services.

  6. Small Claims Matters are Excluded from Arbitration Requirement

    Notwithstanding the foregoing, either of us may bring a qualifying Dispute in a small claims court of competent jurisdiction.

  7. 30-Day Right to Opt Out

    You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt out to the following address via certified mail: ReferralExchange, Inc., 580 California St. 16th Floor, San Francisco, CA 94104. The notice must be sent within thirty (30) days after the date you first agreed to these Agent Terms, otherwise you shall be bound to arbitrate disputes in accordance with the terms of this Section 16. If you opt out of these arbitration provisions, ReferralExchange also will not be bound by them.

  8. Jurisdictional Issues

    Except where arbitration is required above or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute arising hereunder may only be instituted in state or Federal court located in San Francisco County, California. You and ReferralExchange consent to the exclusive personal jurisdiction and venue of such courts for such matters. The law of the State of California or federal law, where applicable, shall govern the substance of any Dispute (nonetheless, the FAA governs this Dispute Resolution Process).

16. MISCELLANEOUS

  1. Severability.  If any provision of these Agent Terms is held to be void, invalid or inoperative, the remaining provisions of these Agent Terms shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the Parties.
  2. Survival.  The following provisions shall survive the termination, modification, or expiration of these Agent Terms for any reason: Sections 8 through 16 (inclusive of subsections), along with any Agent obligations to pay the applicable Commission Rate on Qualified Transactions (plus any other provisions which by their nature are intended to survive). Specifically, your obligation to pay the applicable Commission Rate in connection with any Customer Referral identified to you by ReferralExchange prior to the date of termination (which Qualified Customer results in one or more Qualified Transactions) shall survive termination. Notwithstanding the foregoing or anything else contained herein to the contrary, in no event shall an Agent who has terminated or opted out of these Agent Terms be entitled to any Sending Commission(s).
  3. Entire Agreement.  The Governing Agreements constitute the entire agreement between you and us, govern your use of the Services, and supersede any and all prior agreements, written or oral, between you and us. A printed version of these Agent Terms and of any Supplemental Terms provided in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Agent Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
  4. Notices; Modification of Agent Terms.  ReferralExchange may provide notice to you via email, regular mail, or by posting notices or links to notices on its Website. ReferralExchange reserves the right at any time to modify, suspend or terminate the Services (or any part thereof), and/or your use of or access to them, with or without notice. ReferralExchange will not be liable to you or any third party for any modification, suspension, or termination of the Services. No amendment, modification or waiver of any provision shall be made except by in writing signed by ReferralExchange. The failure of ReferralExchange to partially or fully exercise any rights or the waiver of either party of any breach or other terms shall not prevent a subsequent exercise of such right.
  5. Changes to Services.  ReferralExchange may update or change the terms, conditions, and notices for the Services from time to time to reflect changes to the Services, changes in the laws affecting the Services, or for other reasons. You understand that ReferralExchange reserves the right to make these changes and that each time you are required to accept these Agent Terms, you are responsible for reviewing these terms, conditions, and notices. Acceptance of these Agent Terms or use of the Services after any such change shall constitute your consent to such change.
  6. Force Majeure.  Neither party will be liable for any failure or delay in performance under these Agent Terms due to fire, explosion, earthquake, storm, flood or other weather, unavailability of necessary utilities or raw materials, war, terrorism, insurrection, riot, act of God or the public enemy, law, act, order, export control regulation, proclamation, decree, regulation, ordinance, or instructions of government or other public authorities, or judgment or decree of a court of competent jurisdiction (not arising out of breach by such party of these Agent Terms). In the event of the happening of such a cause, the party whose performance is so affected will give prompt, written notice to the other party, stating the period of time the same is expected to continue.
  7. Assignment.  You may not assign or transfer (by operation of law or otherwise) these Agent Terms without the prior written consent of ReferralExchange. Subject to the foregoing, these Agent Terms and other Governing Agreements shall inure to the benefit of, and be binding upon, each party's successors and permitted assigns.

Schedule 1


Other D/b/a's of  ReferralExchange, Inc.  are listed below:


Realestateagents.com


TopAgentsRanked.com


Rex Marketing Analytics


AgentMachine.com


Flywheel Networks


ReferralExchange, Inc.





Schedule 2


Data Processing Addendum


This Data Processing Addendum ("DPA") adds terms to the Agent Terms between Referral Exchange and Participating Agents. This DPA is supplemental to and incorporated by reference into the Agent Terms. In the event of any inconsistency between the provisions of this DPA and the Agent Terms or the other Governing Documents, the provisions of this DPA shall control.


"Data Protection Laws" means any applicable laws, rules, or regulations relating to data privacy, data security, data protection, data transfer, breach notifications, or marketing, as applicable from time to time, including without limitation, the California Consumer Privacy Act of 2018, Cal. Civ. Code § 1798.100 et seq., including as amended by the California Privacy Rights Act of 2020 ("CCPA"), and all amendments, equivalent, comparable, or applicable privacy, security and data breach notification laws, and any regulations promulgated under any of the foregoing.


"Personal Data" means any information that is exchanged between the Parties in connection with the Agent Terms, and that (a) identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular Data Subject or household, or (b) is personal data, personal information, personally identifiable information, or similarly protected data as ascribed under Data Protection Law.


"Controller", "Data Subject", and "Process" (and other variations thereof), shall have the meanings to them under Data Protection Laws.


1. Relationship of the Parties. With respect to the Processing of Personal Data, each Party acts as an independent Controller.


2. Personal Data Provided by Participating Agent


  1. Scope. To the extent that Personal Data provided by or on behalf of Participating Agent to ReferralExchange is subject to Data Protection Laws, the following provisions apply.
  2. Purpose Limitation. The Parties acknowledge and agree that any and all Personal Data disclosed or made available ReferralExchange pursuant to the Agent Terms is done so only for the limited and specified purposes of connecting residential real estate Customers to Participating Agents, and connecting Participating Agents' Customers to other Participating Agents.
  3. CCPA Obligations. ReferralExchange acts as a "third party" as that term is defined by the CCPA, with respect to Personal Data. ReferralExchange agrees that: (i) Personal Data is disclosed by Participating Agent only for the limited and specified purposes specified in Section 2(a); (ii) ReferralExchange shall comply with applicable obligations under the CCPA; and, to the extent permitted by the Purposes, if ReferralExchange makes an onward disclosure of Personal Data, it will provide the same level of privacy protection as required by the CCPA; (iii) Participating Agent has the right to take reasonable and appropriate steps to help ensure that ReferralExchange uses Personal Data in a manner consistent with Participating Agent's obligations under the CCPA; (iv) ReferralExchange shall notify Participating Agent if it makes a determination that it can no longer meet its obligations under CCPA; and (v) Participating Agent has the right, upon notice, to take reasonable and appropriate steps to stop and remediate unauthorized use of Personal Data.

3. Personal Data Provided by ReferralExchange

  1. Scope. To the extent that Personal Data provided by or on behalf of ReferralExchange to Participating Agent is subject to Data Protection Laws, the following provisions apply.
  2. Purpose Limitation. The Parties acknowledge and agree that any and Personal Data disclosed or made available to Participating Agent pursuant to the Agent Terms is done so only for the limited and specified purposes of connecting residential real estate Customers to Participating Agents. Participating Agent will not use Personal Data for any other purpose.
  3. CCPA Obligations. Participating Agent acts as a "third party" as that term is defined by CCPA, with respect to Personal Data provided by on behalf of Referral Exchange to Participating Agent. Participating Agent agrees that: (i) Personal Data is disclosed by ReferralExchange only for the limited and specified purposes specified in Section 3(a); (ii) Participating Agent shall comply with applicable obligations under CCPA; and, to the extent permitted by the Purposes, if Participating Agent makes an onward disclosure of Personal Data, it will provide the same level of privacy protection as required by CCPA; (iii) ReferralExchange has the right to take reasonable and appropriate steps to help ensure that Participating Agent uses Personal Data in a manner consistent with ReferralExchange's obligations under CCPA; (iv) Participating Agent shall notify ReferralExchange if it makes a determination that it can no longer meet its obligations under CCPA; and (v) ReferralExchange has the right, upon notice, to take reasonable and appropriate steps to stop and remediate unauthorized use of Personal Data.