Please read these Agent Terms carefully. They are a legal agreement between you and us that govern your use of the Services. By using the Services, you are agreeing to these Agent Terms. If you do not agree to these Agent Terms, do not use any of the Services.
As a condition of your use of this website, you agree that you will not use this website or the Services for any purpose that is unlawful or contrary to these Agent Terms. You may not attempt to gain unauthorized access to any account, computer systems or networks associated with this website or the Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through this website or the Services.
ReferralExchange.com connects home buyers and sellers (each individually a “Customer”, and collectively, “Customers”) to real estate professionals, and in connection with our services to Customers, we offer two Services to real estate professionals:
Subject to all of the terms and conditions of these Agent Terms, ReferralExchange.com hereby appoints you, and you hereby accept such appointment, for the term of these Agent Terms as a non-exclusive representative for ReferralExchange.com. If you are a Referring Agent, upon payment of the Referring Agent Participation Fee, you are an authorized referral and introduction affiliate. If you are a Selling Agent, you are eligible to receive Customer referrals from ReferralExchange.com. Nothing in these Agent Terms shall be construed as limiting in any manner ReferralExchange.com’s marketing or distribution activities or its appointment of other dealers, distributors, licensees or agents.
Agent shall, in all matters relating to these Agent Terms, act as an independent contractor. In all such matters, Agent (or any of its representatives) shall not act as, or represent itself to be an agent, partner or co-venturer of ReferralExchange.com and shall have no right or authority to assume or create any obligation, liability, responsibility whatsoever, express or implied, or to bind ReferralExchange.com in any way whatsoever unless expressly authorized in writing by ReferralExchange.com.
All real estate agent professionals who register to use our Services represent and warrant the following:
Any Agent can become a Referring Agent. As a Referring Agent, you represent and warrant the following:
Only experienced real estate professionals can be part of ReferralExchange.com’s Selling Agent network. In order to become a Selling Agent, you must receive an invitation from us, and you represent and warrant the following:
If you elect to access the ReferralExchange.com Services as a Referring Agent, you agree to pay a one-time fee (plus any and all associated taxes) via credit card or debit card (“Referring Agent Participation Fee”) unless we have waived the Referring Agent Participation Fee. As of May 2016, the Referring Agent Participation Fee is $995, but ReferralExchange.com reserves the right to change the fee at any time. You hereby represent and warrant that you are authorized to supply all Customer information required for each referral and hereby authorize the Company to charge your credit card or debit card.
ReferralExchange.com does not store, process or transmit any of your credit card or debit card data but relies entirely on Stripe, Inc. to manage payment functions. Payment due for the ReferralExchange.com Services is subject to the terms of the online order process at https://stripe.com/terms/US.
ReferralExchange.com offers Referring Agents a refund of the Referring Agent Participation Fee for six (6) months from the time of payment, provided that the Referring Agent has not provided to ReferralExchange.com the name and contact information of any Customer who may be a prospective user of the Services at any time prior to the request for a refund.
To request a refund, please contact us at email@example.com. Please note that if we believe that you are abusing our refund policy, we reserve the right, in our sole discretion, to suspend or terminate your account and refuse or restrict any and all current or future use of the ReferralExchange.com Services, without any liability to you.
Selling Agent’s sole compensation for its performance under these Agent Terms shall consist of the commission Selling Agent receives from Customer upon completion of the Qualified Transaction, less any fees owed to ReferralExchange.com. Selling Agent shall have no right to receive any compensation whatsoever from ReferralExchange.com for services rendered as a Selling Agent or to receive reimbursement of any expenses or other costs incurred by Agent in connection with these Agent Terms or the Qualified Transaction.
Selling Agent shall pay to ReferralExchange.com within fourteen (14) days after the closing of a Qualified Transaction a referral fee equal to twenty-five percent (25%) of the gross referred side commission calculated on a minimum of two percent (2%) gross sale price prior to any allocation of a payment to another party (including but not limited to any split between you and your broker and any referral fee payments to other third parties), if the Customer referral came from a source other than a Referring Agent (“Non-Referring Agent-Sourced Commission”). The applicable referral fee will be listed on the Inbound tab of your account for each referral that you receive from us.
Selling Agent shall pay to ReferralExchange.com within fourteen (14) days after the closing of a Qualified Transaction a referral fee of up to thirty-five percent (35%) of the gross referred side commission calculated on a minimum of two percent (2%) gross sale price prior to any allocation of a payment to another party (including but not limited to any split between Agent and Agent’s broker and any referral fee payments to other third parties), if the Customer referral was received through a Qualified Customer referral from a Referring Agent (“Referring Agent-Sourced Commission”). Referring Agent-Sourced Commissions and ReferralExchange.com-Sourced Commissions are referred to generically as a “Commission”. The applicable referral fee will be listed on the Inbound tab of your account for each referral that you receive from us.
Referring Agent is entitled to a payment if, and only if, the referral of the Qualified Customer results in a Qualified Transaction for which ReferralExchange.com has received and recognized payment. ReferralExchange.com shall, within a reasonable period of time following receipt of the applicable Commission, promptly pay to Referring Agent an amount equal to a maximum of twenty-five percent (25%) of the gross referred side commission calculated on a minimum of two percent (2%) gross sale price prior to any allocation of a payment to another party (including but not limited to any split between Agent and Agent’s broker and any referral fee payments to other third parties), or up to a maximum of seventy-one and four-tenths of one percent (71.4%) of the amount actually received and recognized by ReferralExchange.com, after each of the following have occurred: (a) the Customer referred by Referring Agent becomes part of ReferralExchange.com’s referral network, (b) such Qualified Customer completes a Qualified Transaction, and (c) such Qualified Transaction results in a Commission paid to ReferralExchange.com; provided, however, that ReferralExchange.com shall not be required to make any payment to Referring Agent if Referring Agent is in breach of these Agent Terms at the time of such payment, or if such payment is prohibited by law, including but not limited to instances in which Referring Agent is not an actively licensed real estate sales agent or broker at the time payment is to be made.
In the event that ReferralExchange.com permits the Selling Agent to pay the applicable Commission on a term basis, the payment shall be payable ratably to the Referring Agent if and only if payments are received from the Selling Agent. No payment shall be earned on any Qualified Transaction unless and until ReferralExchange.com receives a Commission. Nothing in these Agent Terms shall prevent ReferralExchange.com, at its sole discretion, from forgiving all or part of a Commission owed but not previously paid by a Selling Agent.
Referring Agent’s sole compensation for its performance under these Agent Terms shall consist of the payment Referring Agent receives from ReferralExchange.com upon a Selling Agent’s completion of a Qualified Transaction based on Referring Agent’s referral of a Qualified Customer. Referring Agent has no right to receive any other compensation from ReferralExchange.com for services rendered as a ReferralExchange.com Agent or to receive reimbursement of any expenses or other costs incurred by Agent in connection with these Agent Terms.
Referring Agent agrees that, if ReferralExchange.com deems it appropriate in its sole discretion, ReferralExchange.com may negotiate a lower overall Commission paid to ReferralExchange.com for any Qualified Transaction even if such lower overall Commission may result in a lower overall referral fee paid to Referring Agent. If ReferralExchange.com negotiates or receives payment that is less than two percent (2%) of the gross sale price for a Qualified Transaction, or if ReferralExchange.com negotiates or receives payment that is less than thirty-five percent (35%) of the gross referred side commission, then ReferralExchange.com will pay Referring Agent an amount equal to seventy one and four-tenths of one percent (71.4%) of the amount actually received and recognized by ReferralExchange.com.
Agent is obligated to report as income all compensation received by Agent arising from these Agent Terms, and Agent is solely responsible for all taxes, withholdings and other applicable statutory obligations including, but not limited to, any self-employment tax and workers’ compensation insurance.
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.
EXCEPT AS EXPRESSLY PROVIDED OTHERWISE, YOU ASSUME ALL RISKS CONCERNING THE SUITABILITY AND ACCURACY OF THE INFORMATION PROVIDED BY REFERRALEXCHANGE.COM OR ANY OTHER AGENT, WHICH MAY CONTAIN TECHNICAL INACCURACIES, TYPOGRAPHICAL ERRORS OR OMISSIONS, AND ALL RISKS ASSOCIATED WITH THE REPRESENTATION OF 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. REFERRALEXCHANGE.COM ASSUMES NO RESPONSIBILITY FOR AND DISCLAIMS ALL LIABILITY FOR ANY SUCH ACTIVITIES, INACCURACIES, ERRORS OR OMISSIONS.
REFERRALEXCHANGE.COM MAY MAKE CHANGES TO ITS PRODUCT OR SERVICE OFFERINGS AND ANY OTHER INFORMATION AND MATERIALS ON THIS WEBSITE 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.
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AND NOTWITHSTANDING ANYTHING ELSE IN THESE AGENT TERMS TO THE CONTRARY OR OTHERWISE, REFERRALEXCHANGE.COM WILL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE AGENT TERMS 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.COM WAS AWARE OF THE POSSIBILITY OF ANY OF THE FOREGOING DAMAGES. REFERRALEXCHANGE.COM SHALL NOT HAVE ANY LIABILITY FOR ANY FAILURE OR DELAY DUE TO MATTERS BEYOND ITS REASONABLE CONTROL. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL REFERRALEXCHANGE.COM BE LIABLE FOR ANY AMOUNT GREATER THAN $100.
Agent shall, at its expense, indemnify, defend and hold ReferralExchange.com harmless from any costs, expenses (including attorney’s fees), losses, damages, and liabilities which ReferralExchange.com may hereafter incur, become responsible for, or pay out as a result of: (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 Agent, its employees, officers, agents, representatives, or subcontractors in the performance of these Agent Terms; (b) any unauthorized representations or warranties made or given by Agent, its employees, officers, agents, representatives, or subcontractors in respect of the Services; (c) the breach by Agent of any representation or warranty made by Agent hereunder; or (d) any alleged failure by Agent to satisfy any tax or withholding obligation.
ReferralExchange.com shall give prompt written notice to Agent, who shall assume and control the defense of ReferralExchange.com’s claim with counsel of Agent’s choice and at Agent’s expense. ReferralExchange.com shall cooperate in the defense in all reasonable respects at Agent’s sole cost and expense. ReferralExchange.com shall be entitled to retain its own counsel at ReferralExchange.com’s own expense to participate in the defense of the claim in an advisory capacity.
Unless terminated earlier as provided below, these Agent Terms shall terminate:
(i) with respect to Selling Agents, upon ReferralExchange.com’s receipt of the Commission from Selling Agent following a Qualified Closing;
(ii) with respect to Referring Agents, upon ReferralExchange.com’s receipt of the Commission from Selling Agent, and payment of the referral fee to Referring Agent, following a Qualified Closing; or
(iii) immediately upon a request for a refund of the Referring Agent Participation Fee.
Notwithstanding the foregoing, Agent agrees to enter into a new Agent Terms if and when Agent provides services to a ReferralExchange.com Qualified Customer in a future transaction; provided, further, that if a new Agent Terms or other written agreement agreed upon by the parties is not entered into within ten (10) days of Selling Agent’s completion of any subsequent Qualified Transaction with, the terms and conditions of these Agent Terms shall be effective with respect to such Qualified Transaction.
Either party may terminate these Agent Terms at any time, with or without cause, upon written notice to the other party. ReferralExchange.com shall be entitled to continue to receive its referral fee as set forth in the Payment and Compensation section (a) for Qualified Transactions completed prior to termination of these Agent Terms and (b) for Qualified Transactions initiated prior to termination of these Agent Terms but completed after termination of these Agent Terms. For avoidance of doubt, termination of these Agent Terms does not terminate Selling Agent’s obligations to pay a Commission to ReferralExchange.com for any Qualified Transaction initiated under these Agent Terms.
Either party may terminate these Agent Terms upon written notice to the other party if the other party is in material breach of any provision of these Agent Terms and: (a) such breach has not been cured within fourteen (14) days after receiving written notice thereof from the terminating party; or (b) if such breach cannot reasonably be cured within such fourteen (14) day period, the breaching party has not commenced to remedy such breach within such period and diligently endeavored to cure such breach within a reasonable time thereafter.
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.
The following provisions shall survive the termination or expiration of these Agent Terms for any reason: Warranties and Disclaimer, Limitation of Liability, Indemnification, Term and Termination, Confidentiality, and Miscellaneous.
Agent shall use the proprietary or non-public information disclosed by ReferralExchange.com (“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.com’s prior written consent. Except as otherwise set forth herein, all Confidential Information shall remain the sole property of ReferralExchange.com. Agent shall hold the Confidential Information of ReferralExchange.com in strict confidence in perpetuity.
Notwithstanding the foregoing, Agent’s confidentiality obligations hereunder shall not apply to information which: (a) is already known to Agent prior to disclosure by ReferralExchange.com; (b) becomes publicly available without fault of Agent; (c) is rightfully obtained by Agent from a third party without restriction as to disclosure, or is approved for release by written authorization of ReferralExchange.com; or (d) is required to be disclosed by law or governmental regulation, provided that Agent will provide reasonable notice to ReferralExchange.com of such required disclosure and reasonably cooperate with ReferralExchange.com in limiting such disclosure.
ReferralExchange.com may provide notice to you via email, regular mail, or by posting notices or links to notices on this website. ReferralExchange.com 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.com will not be liable to you or any third party for any modification, suspension, or termination of the Services.
ReferralExchange.com 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.com 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.
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.
These Agent Terms may not be assigned or transferred (by operation of law or otherwise) by Agent without the prior written consent of ReferralExchange.com. Subject to the foregoing, these Agent Terms shall inure to the benefit of, and be binding upon, each party’s successors and permitted assigns.
A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Effective Date: September 1, 2012
Last Modified: July 31, 2015