ReferralExchange.com
General Terms for Agents

ReferralExchange, Inc. (“ReferralExchange”, “we”, “us” or “our”) offers certain products and services to real estate professionals (“you,” “your”) if you accept without modification the terms, conditions and notices contained in these Agent Terms of Use (“Agent Terms”). If you are using the Services on behalf of an organization, you agree to these Agent Terms for 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 refer to that organization).

These Agent Terms, together with the ReferralExchange.com Terms of Use https://www.referralexchange.com/terms-of-use and any applicable Supplemental Terms, which are hereby incorporated by reference into these Agent Terms, 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. In the event of a conflict between these Agent Terms, any applicable Supplemental Terms, and the ReferralExchange Terms of Use, the Supplemental Terms shall control with respect to the matters addressed by such Supplemental Terms, then the Agent Terms shall control.

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.

DEFINITIONS

  1. “Agent” means a real estate professional who acts as an agent for the purchase and sale of real property.
  2. “Commission” means the amount a Selling Agent owes to ReferralExchange after the completion of a Qualified Transaction.
  3. “Confidential Information” means the proprietary or non-public information disclosed by ReferralExchange to you.
  4. “Customer” means a prospective buyer or seller of residential real property for whom contact information has been provided to ReferralExchange.
  5. “Qualified Customer” means a Customer referral from Referring Brokerage that is accepted by ReferralExchange, in its sole discretion, as a Customer eligible to receive Services from ReferralExchange.
  6. “Qualified Transaction” means the close of a real estate purchase or sale transaction involving a Qualified Customer and a Selling Agent.
  7. “Referring Agent” means an Agent who joints our network to participate in our outbound referral services.
  8. “Selling Agent” means an Agent who meets certain criteria, has joined our referral network, and is eligible to receive referrals of Qualified Customers.
  9. “Services” means all products and services provided by ReferralExchange, including but not limited to Referring Agent services, Selling Agent services, and lead verification services.
  10. “Supplemental Terms” means any additional terms and conditions required in order to participate in any specific Services we offer, including but not limited to Referring Agent services , Selling Agent services , lead verification services .

REFERRALEXCHANGE SERVICES

ReferralExchange connects residential real estate Customers to Agents, and in connection with our Services to Customers, we offer certain Services to Agents:

  • Referring Agent Services. Referring Agents may join our network in order to leverage outbound referrals. We will pay you a percentage of the fee we receive from Selling Agents, as further detailed in the Referring Agent Supplemental Terms .
  • Selling Agent Services. 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 Qualified Transaction, you agree to pay ReferralExchange a portion of your commission as further detailed in the Selling Agent Supplemental Terms .
  • Lead Validation Services. If you would like to take advantage of our lead validation services, you will pay us an amount as further detailed in the Lead Validation Supplemental Terms .

AGENT APPOINTMENT AND ACCEPTANCE

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.

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) 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.

  • 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, old age 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 Referring Agent or Selling Agent, as applicable, under this Agreement.
  • All of your employees or agents are deemed to be exclusively your employees or agents, under your direction and control.
  • You agree to indemnify and hold us harmless from any and all damages, costs, and claims resulting from your unauthorized statements or actions, including without limitation, costs of investigation, legal proceedings, settlements and attorneys' fees.

RESPONSIBILITIES OF ALL AGENTS

All Agents represent and warrant the following:

  • 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 real estate licensing laws and have adequate and appropriate insurance coverage.
  • You will promptly maintain and provide us with updates of any changes in your license status.
  • All information you submit to us is true and complete and you will maintain and promptly update your profile or other information you provide to us or any Customers.
  • You have obtained your broker’s or other permission to use the Services, if required.
  • You will not register or represent yourself as a prospective buyer or seller, even if you intend to buy or sell property.
  • All information you submit to Customers about your services is your responsibility and not a ReferralExchange offering of any Service.
  • Your products and services do not violate any applicable laws or regulations, including laws relating to data privacy or security or marketing and advertising.
  • You understand that we reserve the right to terminate the participation of any real estate professional for any reason at our sole discretion.
  • If required, you will obtain the appropriate approval/authorization from all relevant governmental authorities and other parties in order to either receive payment from ReferralExchange or make a payment to ReferralExchange.
  • You recognize that fraudulent usage of any of our Services may subject you to liability.
  • You agree to assist us in the collection of payment due from after completion of a Qualified Transaction.
  • You agree that we may review or audit your use of our Services at any time to ensure compliance with these Agent Terms and any Supplemental Terms, 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 use in breach of these Agent Terms and any applicable Supplemental Terms.

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.

RESPONSIBILITIES OF REFERRALEXCHANGE

  • We will process Referring Agent submissions of prospective Customers and your potential leads in a reasonable amount of time.
  • We may, but are not obligated to, provide a reason why a prospective Customer is not deemed a Qualified Customer. Such reasons include but are not limited to inaccurate or incomplete contact information, information matches that of an existing Agent, previous or existing relationship between us and Customer, or our inability to provide Services to Customer.
  • We retain the right to deem a Customer as not being a Qualified Customer at any time, even if such Customer had previously been approved.
  • We may provide to a prospective Customer the contact information of a Selling Agent.
  • We will use reasonable efforts to match a Customer with as many Selling Agents as possible within the Customer’s requested parameters.
  • Once a Qualified Customer is matched with at least one Selling Agent provided by Referring Agent, we will have no further obligation under these Agent Terms or any Supplemental Terms unless the referral of the Qualified Customer results in a Qualified Transaction for which we have received payment in accordance with the Payments and Compensation section below.
  • We will relinquish our interest in a Qualified Customer if and only if the Selling Agent has a signed written agreement with the Qualified Customer that predates Selling Agent’s acceptance of the Qualified Customer.
  • We will not provide contact information of a Customer to Selling Agent unless Selling Agent has accepted these Agent Terms.
  • We will state the referral fee that Selling Agent is required to pay to us with each individual lead.
  • We may, at our sole discretion, engage a third party to collect any amounts owed to us.
  • 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 so shall not be subject to a referral payment hereunder.

PAYMENTS

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.

TAXES

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.

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.

EXCEPT AS EXPRESSLY SET FORTH IN THESE AGENT TERMS AND THE TERMS OF USE (available at http://ReferralExchange.com/support/agent-terms )AND ANY APPLICABLE SUPPLEMENTAL TERMS, 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.

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.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AND NOTWITHSTANDING ANYTHING ELSE IN THESE AGENT TERMS, THE TERMS OF USE AND ANY SUPPLIEMENTAL TERMS, TO THE CONTRARY OR OTHERWISE, REFERRALEXCHANGE WILL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE AGENT TERMS, THE TERMS OF USE OR ANY SUPPLEMENTAL 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 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. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL REFERRALEXCHANGE’S AGGREGATE LIABILITY UNDER THESE AGENT TERMS AND ANY APPLICABLE SUPPLEMENTAL TERMS BE GREATER THAN U.S.$100.

INDEMNITY

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.

TERM AND TERMINATION

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.

SURVIVAL

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.

CONFIDENTIALITY

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.

MISCELLANEOUS

Notices; Modification of Terms

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.

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.

Assignment

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

ReferralExchange
Referring Agent Supplemental Terms

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.

Referring Agent Services

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.

How to Become a Referring Agent

Any Agent can become a Referring Agent by paying the Referring Agent Participation Fee.

Authorized Referring Agent Compensation and Payments from ReferralExchange

  • Referring Agent Participation Fee. “Referring Agent Participation Fee” is a one-time fee (plus any and all associated taxes) that you are required to pay via credit card or debit card--unless we have waived the Referring Agent Participation Fee.
    • 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.
  • Refunds of the Referring Agent Participation Fee.
    • ReferralExchange offers Referring Agents a refund of the Referring Agent Participation Fee for six (6) months from the time of payment, so long as you have not provided us with 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 refunds@ReferralExchange.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 Services, without any liability to you.
  • Timing of Payment. We will pay you within a reasonable amount of time after we receive our Commission (usually within fifteen (15) days).

Referring Agent Compensation and Payments from ReferralExchange

  • Conditions for Payment. As a Referring Agent, you are entitled to a payment if, and only if:
    1. The Customer you refer to us is Qualified Customer who becomes part of the ReferralExchange network;
    2. The Qualified Customer completes a Qualified Transaction; and
    3. The Qualified Transaction results in a Commission paid to ReferralExchange.
  • Calculation of Payment. Your payment is calculated as a maximum of twenty-five percent (25%) of the gross referred side commission based on a minimum of two percent (2%) of the gross sale price prior to any allocation of a payment to another party (including but not limited to any split between Selling Agent and Selling 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.
  • Timing of Payment. We will pay you within a reasonable amount of time after we receive our Commission (usually within fifteen (15) days).
  • Modifications and Exclusions to Payment.
    • If we allow the Selling Agent to pay the applicable Commission on a term basis, our payments to you will be payable ratably if and only if we receive payments from the Selling Agent. No payment shall be earned on any Qualified Transaction unless and until ReferralExchange receives a Commission. Nothing in these Agent Terms shall prevent ReferralExchange, at its sole discretion, from forgiving all or part of a Commission owed but not previously paid by a Selling Agent.
    • ReferralExchange will not be required to make any payment to Referring Agent if Referring Agent is in material breach of these 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.
    • We may, in our sole discretion, negotiate a lower overall Commission to be paid to us for any Qualified Transaction even if such lower overall Commission may result in a lower overall referral fee paid to you. Your payment for a Qualified Transaction that results any lower Commission amount that we receive from a Selling Agent will be calculated as an amount equal to seventy-one and four-tenths of one percent (71.4%) of the amount actually received and recognized by ReferralExchange.

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.

Responsibilities of Referring Agents

As a Referring Agent, you represent and warrant the following:

  • You have paid the Referring Agent Participation Fee (or we waived the Referring Agent Participation Fee).
  • You understand that this is a non-exclusive relationship and you are permitted to share information regarding your Customer referrals with third parties.
  • You will obtain the prospective Customer’s permission before submitting contact information to us and observe all applicable data privacy and security laws.
  • You will provide us the name and contact information of a Customer who is a prospective user of the Services in a written format that we determine.
  • You understand that whether your Customer referral becomes a Qualified Customer is solely at our discretion.
  • You will submit accurate and complete prospective Customer contact information.
  • You will review and accept these Terms for each referral of a Qualified Customer, and each acceptance of Terms for each Qualified Customer will be deemed a separate agreement.

Termination of the Referring Agent Supplemental Terms

In addition to the termination provisions in the Agent Terms, these Referring Agent Supplemental Terms immediately terminate:

  • upon ReferralExchange’s payment to you of the referral fee as set forth above following a Qualified Closing; or
  • immediately upon a request for a refund of the Referring Agent Participation Fee.

ReferralExchange
Selling Agent Supplemental Terms

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.

Definitions

  1. “Gross Referred Side Commission” means the gross commission that is earned by the Selling Agent as part of the Qualified Transaction, which will be a minimum of two percent (2%) of the Gross Sales Price.
  2. “Gross Sales Price” means the total purchase price of a Qualified Transaction prior to any allocation of a payment to another party (including but not limited to any split between Selling Agent and Selling Agent’s broker, any referral fee payments to other third parties, taxes, fees and other closing costs).
  3. “Non-Referring Agent-Sourced Commission” means the amount owed to ReferralExchange when the Customer referral came from a source other than a Referring Agent.
  4. “Referring Agent-Sourced Commission” means the amount owed to ReferralExchange if the Customer referral was received through a Qualified Customer referral from a Referring Agent.

Selling Agent Services

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.

How to Become a Selling Agent

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:

  • You have three (3) or more years of experience in your local market area assisting sellers and buyers of residential real estate.
  • You have, within the last twelve (12) months, individually either sold residential real estate worth at least five million dollars ($5,000,000) in one or more transactions, or you have completed at least twenty (20) real estate sales transactions.
  • You agree that a Customer is any person, homebuyer or home seller who we introduce, send or refer to you by email, phone or other method of communication.
  • You will not use the Customer lead information and details you obtain from us to locate, identify or directly contact a home seller or home buyer in any manner without first accepting this Agreement.
  • You will provide Customers with all information and notices legally required with all real estate licensing and regulatory requirements applicable to real estate agents.
  • You agree that is a non-exclusive relationship; however, you will only share information regarding Customers we refer to you as reasonably necessary in connection with pursuing Qualified Transactions.
  • 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 acknowledge and agree that Customer is not obligated to work with you, and that you are not obligated to work with Customer.
  • You will pay us a fee for each Qualified Transaction, regardless of whether you receive payment from Customer.
  • You agree that the fee you owe us for a Qualified Transaction will vary depending on whether we directly source the lead or whether the lead comes from a Referring Agent.
  • You are solely responsible for invoicing and collecting payments from the Customer upon completion of a Qualified Transaction.
  • You must accept these Terms each time you accept a Qualified Customer referral from us.
  • If you engage in a new transaction with a Customer after a Qualified Transaction with that Customer, you are deemed to have accepted new Terms for any subsequent Qualified Transaction.

Selling Agent Compensation and Payments to ReferralExchange

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.

Selling Agent Payments to ReferralExchange

As a Selling Agent, the Commission you owe to us is based on how we received the Qualified Customer information.

  • Non-Referring Agent-Sourced Commissions. The Non-Referring Agent-Sourced Commission you owe to ReferralExchange is calculated as a referral fee equal to twenty-five percent (25%) of the Gross Referred Side Commission. For example, if:
    • The Gross Sales Price is $100,000, then
    • The Gross Referred Side Commission is $2,000 ($100,000 x 0.02), and
    • The Non-Referring Agent-Sourced Commission is $500 ($2,000 x 0.25).
  • Referring Agent-Sourced Transactions. The Referring Agent-Sourced Commission you owe to ReferralExchange is calculated as a referral fee equal to thirty-five percent (35%) of the Gross Referred Side Commission. For example, if:
    • The Gross Sales Price is $100,000, then
    • The Gross Referred Side Commission is $2,000 ($100,000 x 0.02), and
    • The Referring Agent-Sourced Commission is $700 ($2,000 x 0.35).
  • Due Date of Payment to ReferralExchange. You are required to pay us the Commission owed to us, whether a Referring Agent-Sourced Commission or Non-Referring Agent-Sourced Commission, within fourteen (14) days after the closing of a Qualified Transaction.

Termination of Selling Agent Supplemental Terms

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.

ReferralExchange
Lead Validation Service Supplemental 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.

Lead Validation Services

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:

  • On a per lead basis; and
  • For a set number of leads per month.

Permitted Use

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

Payments will be made via credit card or debit card pursuant to the Agent Terms.

Representations and Warranties

You represent and warrant to ReferralExchange:

  • You will use all Validated Leads in compliance with all applicable laws, including laws regarding, telemarketing, email and other electronic communications, and customer solicitation.
  • You will not use the Validated Leads to harass, invade the privacy of or harm a person in any way.
  • You will not, directly or indirectly: (i) use information from any Validated Leads to build a database for resale or for access by a third party in competition with our Services; (ii) allow information from our Validated Leads to be used in any way to verify information from a third party that resells data in competition with ReferralExchange; or (iii) provide access to or information from any of our Validated Leads to a third party that resells data in competition with ReferralExchange or to a third party that plans to resell to a further third party access to any of the Verified Leads.
  • You will use your best efforts to prevent the misuse or unauthorized use of any Validated Leads.