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.
You agree that you will not use our 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 our 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 our website or the Services.
ReferralExchange connects residential real estate Customers to Agents, and in connection with our Services to Customers, we offer certain Services to Agents:
Subject to all of the terms and conditions of these Agent Terms, ReferralExchange hereby appoints you, and you hereby accept such appointment, for the term of these Agent Terms as a non-exclusive representative for ReferralExchange. Subject to the Referring Agent Supplemental Terms, if you are a Referring Agent, upon payment of the Referring Agent Participation Fee, you are an authorized referral and introduction affiliate. Subject to the Selling Agent Supplemental Terms, if you are a Selling Agent, you are eligible to receive Customer referrals from 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.
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) will 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.
All Agents represent and warrant the following:
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 the Customer information you provide to us for any lawful purpose.
Various payment processing methods may be available for the purchase of any Services, other than those Services provided at no charge. You agree to abide by any relevant terms and conditions or other legal agreement, whether with ReferralExchange or a third party, that governs your use of a given payment processing method. We may add or remove payment processing methods at any time, with or without notice.
At present, ReferralExchange relies entirely on http://www.stripe.com/ 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/terms/US ReferralExchange does not store, process or transmit any of your credit card or debit card data.
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.
Prices for any products and services offered via the Services may change at any time, and the Services do not provide price protection or refunds even if there is a price reduction or promotional offering.
You are obligated to report as income all compensation that you receive arising from these Agent Terms and any applicable Supplemental Terms, and you are 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 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 ASSUMES NO RESPONSIBILITY FOR AND DISCLAIMS ALL LIABILITY FOR ANY SUCH ACTIVITIES, AND ANY INACCURACIES, ERRORS OR OMISSIONS.
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.
Agent shall, at its expense, indemnify, defend and hold ReferralExchange harmless from any costs, expenses (including attorney’s fees), losses, damages, and liabilities which ReferralExchange 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 shall give prompt written notice to Agent, who shall assume and control the defense of ReferralExchange’s claim with counsel of Agent’s choice and at Agent’s expense. ReferralExchange shall cooperate in the defense in all reasonable respects at Agent’s sole cost and expense. ReferralExchange shall be entitled to retain its own counsel at ReferralExchange’s own expense to participate in the defense of the claim in an advisory capacity. 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.
Unless terminated earlier as provided below, these Agent Terms shall terminate as follows:
(i) As set forth in the applicable Supplemental Terms.
(ii) Either party may terminate these Agent Terms at any time, with or without cause, upon written notice to the other party.
(iii) 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.
(iv) 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, Miscellaneous and any payment terms in any applicable Supplemental Terms for any outstanding payments owed or owing.
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. Agent shall hold the Confidential Information of ReferralExchange 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; (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; or (d) is required to be disclosed by law or governmental regulation, provided that Agent will provide reasonable notice to ReferralExchange of such required disclosure and reasonably cooperate with ReferralExchange in limiting such disclosure.
ReferralExchange may provide notice to you via email, regular mail, or by posting notices or links to notices on this 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.
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.
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.
You may not assign or transfer (by operation of law or otherwise) these Agent Terms and any applicable Supplemental Terms without the prior written consent of ReferralExchange. Subject to the foregoing, these Agent Terms and applicable Supplemental 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
Previously Modified: July 31, 2015
Last Modified: November 1, 2018
Last Updated: November 1, 2018
These Referring Agent Supplemental Terms (“Referring Agent Supplemental Terms”) form part of the ReferralExchange General Terms for Agents or other written or electronic agreement between you and ReferralExchange (“Agent Terms” and together with these Referring Agent Supplemental Terms, the “Terms”), and are legally binding terms governing your use of the Referring Agent Services. Any capitalized terms not otherwise defined in these Referring Agent Supplemental Terms are defined in the Agent Terms.
As a Referring Agent, if your referral of a Customer becomes a Qualified Customer who completes a Qualified Transaction, we will pay you a percentage of the fee we receive from the Selling Agent.
Any Agent can become a Referring Agent by paying the Referring Agent Participation Fee.
As a Referring Agent, your sole compensation for its performance under these Terms is the payment you receive from ReferralExchange after a Selling Agent completes a Qualified Transaction based on your referral of a Qualified Customer. You have no right to receive any other compensation from ReferralExchange for services rendered as a Referring Agent or to receive reimbursement of any expenses or other costs you incur in connection with these Terms.
As a Referring Agent, you represent and warrant the following:
In addition to the termination provisions in the Agent Terms, these Referring Agent Supplemental Terms immediately terminate:
Last Updated: November 1, 2018
These Selling Agent Supplemental Terms (“Selling Agent Supplemental Terms”) form part of the ReferralExchange General Terms for Agents or other written or electronic agreement between you and ReferralExchange (“Agent Terms” and together with these Selling Agent Supplemental Terms, the “Terms”), and are legally binding terms governing your use of the Referring Agent Services. Any capitalized terms not otherwise defined in these Selling Agent Supplemental Terms are defined in the Agent Terms.
If you are an eligible Selling Agent, we will work to match you to Customers. If you receive a referral from ReferralExchange that results in a completed transaction, you agree to pay ReferralExchange a portion of the commission you receive from the Qualified Transaction, as further explained below.
Only experienced real estate professionals can be part of ReferralExchange’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:
Your sole compensation for your performance under these Terms consists of the commission that you receive from Customer upon completion of the Qualified Transaction, less any fees owed to ReferralExchange. You have no right to receive any compensation whatsoever from ReferralExchange for services rendered as a Selling Agent or to receive reimbursement of any expenses or other costs you incur in connection with these Terms or the Qualified Transaction.
As a Selling Agent, the Commission you owe to us is based on how we received the Qualified Customer information.
In addition to the termination provisions in these Terms immediately terminate upon ReferralExchange’s receipt of the Commission from Selling Agent following a Qualified Closing.
Notwithstanding the foregoing, you agree to enter into new Terms if and when you provide real estate buying or selling services to a ReferralExchange Qualified Customer in a future transaction; provided, further, that if the new Terms or other written agreement agreed upon by the parties is not entered into within ten (10) days of your completion of any subsequent Qualified Transaction with, the terms and conditions of these Terms shall be deemed effective with respect to such Qualified Transaction.
ReferralExchange shall be entitled to continue to receive its referral fee as set forth in these Selling Agent Supplemental Terms (a) for Qualified Transactions completed prior to termination of these Terms and (b) for Qualified Transactions initiated prior to termination of these Terms but completed after termination of these Terms. For avoidance of doubt, termination of these Terms does not terminate your obligations to pay a Commission to ReferralExchange for any Qualified Transaction initiated under these Terms.
Last Updated: November 1, 2018
These Supplemental Terms for the Lead Validation Service (“Lead Validation Supplemental Terms”) form part of the ReferralExchange General Terms for Agents or other written or electronic agreement between you and ReferralExchange (“Agent Terms” and together with these Lead Validation Supplemental Terms, the “Terms”) for the purchase of our lead validation Services. Any capitalized terms not otherwise defined in these Lead Validation Supplemental Terms are defined in the Agent Terms.
We are leveraging our proprietary algorithms to offer Agents lead validation Services. You input your potential Customer leads and we will let you know which leads are worth pursuing (“Validated Leads”). Our lead validation Services are available:
We hereby grant you a limited, non-exclusive right to use our Validated Leads solely for the purposes of market research and Customer prospecting purposes, in strict accordance with the Terms.
Payments will be made via credit card or debit card pursuant to the Agent Terms.
You represent and warrant to ReferralExchange: