RAW SOLUTIONS, LLC
Re: Referral Fee Agreement
This letter shall be the agreement (the “Agreement“) between you (“Referral Partner“) and Raw Solutions, LLC, a Michigan limited liability company (“Company”, and together with Referral Partner, the “Parties“, and each, a “Party“), concerning the referral of the Company’s Remind™ software-as-a-service property management platform for residential homeowners and small real estate portfolio investors (the “Service“) to potential subscribers of the Service (“Customers“) and the payment of a Referral Fee (defined below) in exchange for such referrals.
- Engagement. Company hereby engages Referral Partner, and Referral Partner hereby accepts such engagement, to act as Company’s non-exclusive Referral Partner with respect to referring Customers to subscribe for the Service during the Term, solely in accordance with the terms and conditions of this Agreement. Company may in its sole discretion engage any other person or company to refer Customers to subscribe for the Service.
Referral Partner shall refer Customers to the Service, and perform such other responsibilities as reasonably directed by Company but shall not participate in any sales meetings or negotiations nor have authority to offer or sell the Service to any Customer.
The prices, terms, and conditions under which Company offers or sells the Service shall be determined by Company in its sole discretion. Company shall have the authority to control all discussions and negotiations regarding any proposed or actual offering or sale of the Service. Nothing in this Agreement shall obligate Company to actually offer or sell the Service or consummate any transaction with any Customer. Company may terminate any negotiations or discussions at any time and has the right not to proceed with any sale of the Service without any liability or obligation to pay compensation to Referral Partner under Section 2 or otherwise.
- Compensation. In consideration for the services rendered by Referral Partner hereunder, Company shall pay to Referral Partner compensation (“Referral Fee“) on the initial sale made by Company to each Customer introduced by Referral Partner to Company hereunder, if the initial sale is consummated within twelve (12) months from the date of introduction or six (6) months from the end of the Customer’s free trial of the Service, whichever is longer, according to the Affiliate Program described in this Section. Company shall pay the Referral Fee within thirty (30) days of Company’s actual receipt of unconditional payment of the subscription fee from Customer. No Referral Fee shall be owed hereunder for any sale to a Customer if Company had a previous relationship or contact with that Customer.
The Referral Partner may participate in the Company’s affiliate program (the “Affiliate Program“) through either gift subscriptions or referral subscriptions.
Under the gift subscription program, Referral Partner shall pay Company thirty dollars ($30.00) for each gift subscription, which provides Customer with twelve (12) months of Services at no charge. Upon Customer’s renewal for a second year of Services, Company shall reimburse Referral Partner’s initial thirty-dollar ($30.00) payment. For all subsequent renewals by Customers who received gift subscriptions, Referral Partner shall receive a fifteen percent (15%) commission, continuing for the duration of Customer’s active subscription.
Under the referral subscription program, Referral Partner may distribute unique referral links to potential Customers at no cost. Each Customer who registers through a valid referral link shall receive six (6) months of Services at no charge. For all subsequent renewals by Customers who registered through referral links, Referral Partner shall receive a five percent (5%) commission, continuing for the duration of Customer’s active subscription.
- Independent Contractor. Referral Partner is an independent contractor of Company, and this Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between Referral Partner and Company for any purpose. Referral Partner has no authority (and shall not hold itself out as having authority) to bind Company and Referral Partner shall not make any agreements or representations on Company’s behalf without Company’s prior written consent. Without limiting the above, Company will not be responsible for withholding or paying any income, payroll, Social Security or other federal, state or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker’s compensation insurance on Referral Partner’s behalf. Referral Partner shall be responsible for, and shall indemnify Company against, all such taxes or contributions, including penalties and interest. Referral Partner shall be solely responsible for all costs or expenses that it may incur in the performance of its activities under this Agreement.
- Confidentiality. All non-public, confidential, or proprietary information of Company, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, and rebates, disclosed by Company to Referral Partner, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized by Company in writing. Upon Company’s request, Referral Partner shall promptly return all documents and other materials received from Company. Company shall be entitled to injunctive relief for any violation of this Section 4. This section shall not apply to information that is: (a) in the public domain; (b) known to the Referral Partner at the time of disclosure; or (c) rightfully obtained by the Referral Partner on a non-confidential basis from a third party.
- Term and Termination. The term of this Agreement commences on the date of this Agreement and continues unless and until earlier terminated as provided under this Agreement (the “Term“). Either Party may terminate this Agreement at any time, with or without cause, by providing thirty (30) days advanced written notice to the other Party.
- Miscellaneous.
- Referral Partner represents and warrants that he or she is in compliance with, and shall perform the referral services as contemplated by this Agreement in compliance with, all applicable laws, including any statute, law, ordinance, regulation, rule, code, order, common law, judgment, decree, other requirement, or rule of law of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction (collectively, “Laws“). Without limiting the generality of the foregoing, Referral Partner represents and warrants that the Company’s payment of, and Referral Partner’s receipt of, the Referral Fee is not in violation of any Laws, including, without limitation, Laws applicable to Referral Partner as a licensed real estate salesperson.
- All notices, requests, consents, claims, demands, waivers, summons and other legal process, and other similar types of communications hereunder (each, a “Notice“) must be in writing and addressed to the relevant Party at the address set forth on the first page of this Agreement (or to such other address that may be designated by the receiving Party from time to time in accordance with this Section 6(b). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage prepaid). A Notice is effective only (i) upon receipt by the receiving Party and (ii) if the Party giving the Notice has complied with the requirements of this Section 6(b).
- This Agreement and all matters arising out of or relating to this Agreement are governed by, and construed in accordance with, the laws of the State of Michigan, without regard to the conflict of laws provisions of such State. Any legal suit, action, or proceeding arising out of or relating to this Agreement must be instituted in the federal courts of the United States of America or the courts of the State of Michigan, in each case located in the City of Auburn Hills and County of Oakland, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
- This Agreement, and each of the terms and provisions hereof, may only be amended, modified, waived, or supplemented by an agreement in writing signed by each Party.
- Referral Partner shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of Company. Any purported assignment or delegation in violation of this Section shall be null and void. Company may at any time assign, transfer, or subcontract any or all of its rights or obligations under this Agreement without Referral Partner’s prior written consent. This Agreement will inure to the benefit of and be binding upon each of the Parties and each of their respective permitted successors and permitted assigns.
- This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together constitutes one and the same agreement. Delivery of an executed counterpart of this Agreement electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Agreement.
- If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
- This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
- The Parties do not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns.
