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.realestateagents.com .
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"Agent" means a real estate professional who acts as an agent for the purchase and sale of real property.
"Agent Referrals" ; means ReferralExchange's Services described in Section 2. B. of these Agent Terms.
"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.
"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.
"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 such as any of the following: Customer name(s), location, price range, address(es), phone number(s), 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:
- 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).
- 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.
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
- 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.
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 proper Customer consent to submit any Customer information to ReferralExchange to obtain Services and have provided Customers with all disclosures and notices legally required as applicable to Agents.
- 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, 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.
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.
- 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 12 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. You are solely responsible for invoicing and collecting payment of Gross Commission upon completion of a Qualified Transaction.
- 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.
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 .
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.
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 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.
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. 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.
Participating Agent shall, at its expense, indemnify, defend and hold ReferralExchange harmless from any costs, expenses (including reasonable attorney's fees), losses, damages, and liabilities ( each, a "Claim") 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 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 any representation or warranty made by Participating Agent hereunder; (d) Participating Agent's noncompliance or violation of applicable law; or (d) 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.
12. TERM AND TERMINATION
Subject to the survival provisions of Section 14 c. 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.
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.
- Governing Law; Dispute Resolution. This Agreement shall be governed by the laws of the State of California without regards to conflict of law principles. Each party submits to exclusive jurisdiction and venue in the state and federal courts located in San Francisco County, California for actions brought under this Agreement.
- Severability. If any provision of this Agreement is held to be void, invalid or inoperative, the remaining provisions of this Agreement 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.
- Survival. The following provisions shall survive the termination or expiration of these Agent Terms for any reason: Sections 9, 10, 11, 12, 13 and 14 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).
- 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.
- Notices; Modification of 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.
- 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.
- 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 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.
Other D/b/a's of ReferralExchange, Inc. are listed below:
Rex Marketing Analytics