This REFERRAL Agreement (“Agreement”) is made effective as of this date by and between FLEXXBUY LLC, a Delaware limited liability company (referred to herein as the “Company”) and the individual
completing this form (the “REFERRER”). Company and REFERRER shall be referred to collectively herein as the “Parties”.
1. AGENCY: Company, its subsidiaries and/or affiliated entities, appoints the REFERRER as its AGENT for the following purposes: referring Business clients for their use and/or their customers use
involving Company (such persons shall be referred to collectively herein as the “clients”).
2. INDEPENDENT CONTRACTOR: This Agreement shall not render the REFERRER an employee, or joint venture with the Company for any purpose. The REFERRER is and will remain an independent
contractor in his or her relationship to the Company. The Company grants you a non-exclusive, non-transferable, revocable right to: 1.) use the FLEXXBUY name and complement of products;
and 2.) Access written material through the Company’s online platform. The Company shall not be responsible for withholding taxes with respect to the REFERRER's compensation hereunder.
The REFERRER shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability
benefits, unemployment insurance benefits, or employee benefits of any kind.
3. DUTIES: There shall be no minimum production level for REFERRER, but REFERRER will conduct business in a manner that reflects favorably at all times on the Services and the good name, good will and
reputation of the Company; (ii) avoid deceptive, misleading or unethical practices that are or might be detrimental to the Company, the Services or the public; (iii) make no false or misleading representations
with regard to the Company or the Services; (iv) not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to the
Company or the Services; (v) promote proper use of the Services, and make no representation, warranties or guarantees to potential Merchants with respect to the specifications, features or
capabilities of the Services that are inconsistent with the literature distributed by the Company.
4. AUTHORITY: REFERRER shall lack authority to bind Company to any agreement or contract with clients until REFERRER obtains written consent from an officer of Company on this Agreement.
5. MARKETING POLICY: REFERRER agrees that in utilizing Company's web document links provided to REFERRER, REFERRER will not alter links or the content in any way unless provided such an option by the Company.
Except as expressly authorized in this Agreement, REFERRER shall not create, publish, distribute, or permit any written material that makes reference to Company or the term “Flexxbuy” without first
submitting such material to Company and receiving written consent from Company.REFERRER will not make any claim to ownership of the Promotional Material, or of the copyright, trademark, or other intellectual
property therein, all of which the Parties acknowledge belong to the Company.
REFERRER represents and warrants the following:
* REFERRER has the legal authority to enter into this Agreement and be bound to the promises, covenants, and duties set forth.
* REFERRER will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing Company or Company's website.
* REFERRER warrants that the information furnished to Company about REFERRER is correct, complete and sent in due order and that the information corresponds to actual facts. The REFERRER must notify the
Company immediately of any changes in the information by updating the information about said REFERRER by emailing notification of any change to Info@FLEXXBUY.com.
Company reserves the right and power to demand REFERRER to stop using written, published, or distributed content/information/videos of any sort if the Company deems them to be inappropriate or in a
manner that poorly represents Company in any manner. All ads and/or marketing materials generated by REFERRER must meet standards set by the Company.
6. NON-CIRCUMVENTION: REFERRER and COMPANY shall not circumvent or deprive each other of any present or prospective business, directly or indirectly, or do anything to cause the other to fail to procure any
available business, the payment of fees, commissions, or any other form of compensation from any transaction or potential transaction in which the either party was capable of participating. Company is
free to pursue business relationships with any parties Company comes in contact with through this relationship with REFERRER.
7. EMPLOYMENT SOLICITATION: The Parties agree to neither solicit nor accept solicitation of employment of other Party's current and recent employees. A recent employee is one who worked for the
other party at least one day in the preceding twelve months.
8. CONFIDENTIALITY: Each Party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of Confidential Information of the other Party.
Each Party shall ensure that its employees who have access to Confidential Information of the other Party have signed a non-use and non-disclosure agreement (an “NDA”) in content substantially
similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees. Such NDA will make the confidentiality mandates of this Agreement binding on any signatory
of the NDA and make the signatory responsible to the Parties to this Agreement. either Party shall make any copies of the Confidential Information of the other Party unless the same are previously
approved in writing by the other Party. Each Party shall reproduce the other's proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in the original.
9. INDEMNIFICATION: REFERRER shall indemnify Company and hold harmless Company from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of REFERRER's promises, representations
or warranties, including those made in this Agreement. REFERRER shall also indemnify and hold Company harmless for any damage, loss or other cost arising out of the use or misuse by REFERRER of Promotional Materials.
10. TAXES: Company shall not be responsible for any taxes owed by REFERRER arising out of REFERRER’s relationship with Company as set forth in this Agreement. Company shall not withhold any taxes from the Commissions paid to REFERRER.
11. LIMITATION OF LIABILITY: Company shall not be liable to REFERRER for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the
procurement of substitute goods or services (whether Company was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of
service, termination of this agreement, use or misuse of the Promotional Materials, or other performance of services under this Agreement.
12. CONTRACT TERMINATION: REFERRER can in NO WAY make promises or guarantees to the client for services offered by Company. Any promises REFERRER makes have no legal implications or benefits to the client from Company.
Company is entitled to terminate this Agreement and/or suspend the REFERRER from service or from a certain Company's program if:
* Company considers the REFERRER or the content of his/her website inappropriate in any way.
* Company is requested to do so, for any reason, by a company to whose Affiliate or REFERRER Program the REFERRER is registered.
* The REFERRER acts fraudulently or illegally in any way or the REFERRER in any other way breaches any of the provisions in this Agreement (the “inactivity clause” below, notwithstanding).
* The REFERRER does not comply with any law or regulation State or Federal.
REFERRER may terminate this Agreement at any time and for any reason by providing notice in writing, via email or letter
Upon suspension of the REFERRER from the Company's REFERRER Program, the REFERRER shall immediately cease and desist from any and all utilization of the Company web platform, online documents, paper documents,
and any marketing materials REFERRER may have procured from Company.
Upon termination of this Agreement, Company shall inform the REFERRER immediately through email and telephone of the termination.
REFERRER may not assign or pledge his rights or obligations under this Agreement in whole or in part to any third party without the prior written consent of Company. REFERRER agrees that Company may assign
its rights and obligations under this Agreement and divulge or transfer information about the REFERRER's website, e-mail, etc. to any third party.
13. EXPENSES: The Company shall not be obligated to reimburse the REFERRER for any additional expenses incurred in the performance of services pursuant to this Agreement unless agreed in writing by the Company in advance.
14. TERM: The initial term of this Agreement shall be for a period of two (2) years, commencing on the Effective Date. This Agreement shall thereafter be automatically renewed for additional terms of one (1) year
each unless either Party notifies the other no later than ninety (90) days prior to the end of the current term that it does not wish to renew this Agreement.
15. EXCLUSIONS: Excluded from this Agreement are all existing written agreements in place at the time of the execution of this Agreement with other REFERRERs.
16. MODIFICATION: This Agreement may not be modified except by amendment reduced to writing and signed by both Company and REFERRER. No waiver of this Agreement shall be construed as a continuing waiver or
consent to any subsequent breach thereof. However, Company reserves the right to change Company policy and operating procedures at any time, as deemed necessary to keep Company's finances liquid.
17. ENTIRE AGREEMENT: This Agreement sets forth the entire agreement and understanding between the Parties relating to the subject matter herein and supersedes all prior discussions between the parties. This
agreement supersedes all previous agreements made between yourself and the Company, or anyone who presently works for or has previously worked for the Company. No modification of or amendment to this Agreement,
nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged. Any subsequent change or changes in the REFERRER's duties or commission will not affect
the validity or scope of this Agreement.
18. GOVERNING LAW; CONSENT TO PERSONAL JURISDICTION: THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF FLORIDA WITHOUT REGARD FOR CONFLICTS OF LAWS PRINCIPLES. REFERRER HEREBY EXPRESSLY CONSENTS TO THE
PERSONAL JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF OHIO FOR ANY LAWSUIT FILED THERE AGAINST THE REFERRER BY THE COMPANY ARISING FROM OR RELATING TO THIS AGREEMENT.
19. SEVERABILITY: If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.
20. HEADINGS: Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.
21. ATTORNEY FEES: In the event that this Agreement becomes subject to litigation between the Parties hereto, the Parties agree that the prevailing party shall be entitled to an award of attorney's fees,
costs,and the prevailing statutory interest from the other Party.
22. ADDITIONAL ACKNOWLEDGMENTS: Both Parties acknowledge and agree that: (a) the Parties are executing this Agreement voluntarily and without any duress or undue influence; (b) the Parties have carefully
read this Agreement and have asked any questions needed to understand the terms,consequences, and binding effect of this Agreement and fully understand them; and (c) the Parties have sought the advice
of an attorney of their respective choice if so desired prior to signing this Agreement.
23. FURTHER DOCUMENT: If any other provisions or agreements are necessary to enforce the intent of this document, both Parties agree to execute such provisions or agreements upon request.
24. COMMISSIONS: For the REFERRER’s services, Company shall pay REFERRER based on the most current and up-to-date Schedule A as per the level REFERRER selected and Company agreed to. Any changes to the Schedule A
will be made public to the REFERRER either through a private correspondence or through its publication is a secured Company location. REFERRER pricing and commissions will be locked in at the time a file/lead is
submitted and accepted by Company and Client.
A file/lead is considered “submitted”, as used in the paragraphs above, after being approved by Company and/or its affiliate lenders underwriting and after a successfully processed enrollment or monthly payment,
should Client be paying money to begin our services and in the event commission is subject to enrollment into a program.
The REFERRER will be paid by ACH by Company unless otherwise arranged between Parties.
Revenue is considered commissionable on the Friday following the week a successful payment has been received and paid as follows:
Residual commissions – 10th and 25th of each month
IN WITNESS THEREOF, this Agreement has been duly executed by the parties hereto, either by signature, e-signature , or electronic acknowledgment.
REFERRER hereby authorize Company to initiate debit and/or credit entries utilizing the banking instrument/account provided Company. If no valid instrument is in possession of Company, commission payment
will be accrued until a valid instrument has been provided.
REFERRER authorizes Company to reverse or debit any credit entries made in error to REFERRER’s banking instrument/account. REFERRER acknowledge that the origination of ACH and/or credit card transaction
to or from REFERRER’s account must comply with the provision of U.S. law.
Schedule A- Commissions
Sales REFERRER: Refers prospective Flexxbuy clients.
25% of Residual Commissions on Funded Loans or 1%, whichever is lower (1% commission is paid on Company's core Credit Select Plus Program)