Privacy Policy

Open Referral aims to enable individuals to make more informed choices by combining artificial and human intelligence. Our distinctive, patent-pending AI technology products are able to have mass text conversations with customers. Our products enable consumers to deeply engage in the purchasing process before speaking with a salesperson by fusing data, personalization, and natural language understanding.

 

In these Open Referral terms of service, “we”, “us”, “our”, and “Open Referral”, and the terms “you”, “your” and “user” will refer to you. When referring to the “Open Referral Terms of Services,” we mean to include, both our phone-based and text-based services (the “Open Referral mobile

services”) and our website and web app-based services (the “Open Referral web app”) and also various websites, applications, web applications, text messages, email notifications, and other mediums, or portions of such mediums, provided by Open Referral.

 

Open Referral is a Real Estate Network/Marketing/Technology/ IT Company which does not holds a Brokerage License but partners up with multiple brokerages as a part of our Affiliate Program in order to benefit our partner brokers/brokerages and provide seamless services to our clients and does not act as a consumer representative in real estate transactions. Our platform is utilized to support transactions in a cooperative and transparent way by homebuyers, home sellers, users, visitors, and consumers (the “user” or “leads”) as well as companies, brokers, User/Agent(s), and/or people or

entities that provide services (the “User(s)”). As part of our Professional Match Program (the “Program”), homebuyers and home sellers who wish to use our platform are matched with Users, User/Agent(s)s, or Brokers with whom we have an Agreement and are referred to herein as “User(s)”. Open Referral agrees to make the Program accessible, and User agrees to take part in it, subject to the terms and conditions of this Agreement. Open Referral shall offer Broker and its

connected User/Agent(s) a license to utilize the Open Referral technology platform (the “Platform”) in addition to their participation in the Program, subject to the Terms of utilize, which are available at https://Open Referral.com. Broker acknowledges and accepts that it is equally and severally liable with the User/Agent(s) for any fees and enters into this Agreement on behalf of itself and the User/Agent(s) that Open Referral invites to participate in the Program. The names and any contact information of a prospective client sent to a Broker and/or its User/Agent(s) via email, text message or any other means from any representative of Open Referral shall be deemed a Client (the “Client”). This Agreement is a cooperative brokerage agreement between Broker/User/Agent and Open Referral.

 

We reserve the right to make changes to Open Referral Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last Updated” date of Open Referral Terms of Use. Any changes or modifications will be effective immediately upon posting the updated Open Referral Terms of Use on the Site, and you waive the right to receive specific notice of each such change or modification.

 

You agree to our Terms by using the Open Referral services. By using the Open Referral services, you accept and agree to these Terms. If you are using the Open Referral services on behalf of an organization, then you are agreeing to these Terms for that organization and promising to Open Referral that you have the authority to bind that organization to these Terms (and, in which case, the terms “you” and “your” or “user” will refer to that organization). The exception to this is if that organization has a separate written agreement with Open Referral covering the use of the Open Referral services, in which case, if there are any provisions in these Terms that conflict with that agreement, that agreement will govern such use.

 

Whether using the Open Referral services as an individual or on behalf of an organization, you acknowledge that our agreements contained in these Terms are supported by reasonable and valuable consideration, including, without limitation, your ability to visit, use, submit information to, or receive information from the Open Referral services, the receipt and adequacy of which is hereby acknowledged by you individually and on behalf of any organization you represent. You also represent that you have the capacity to be bound by our agreements contained in these Terms, or if you are acting on behalf of a company or other entity, you have the authority to bind such company or entity.

 

By using the Open Referral services, you agree to receive phone calls and text messages from us and our partners. By using the Open Referral services, you expressly authorize Open Referral, its affiliated companies and its partners (described below), and each such entity’s employees, contractors, and software (collectively, “Open Referral Services”) to communicate with you by phone and text at the wireless phone number provided or any other number that you may provide in the future. You understand that message and data rates may apply based on the terms of your wireless service provider contract. You also agree that methods of contact may include the use of auto-generated text messages or an automated telephone dialing system, even if you’ve registered that number on a Do-Not-Call registry, and that my consent to text messages and phone calls is not a condition to using any Open Referral services. If you do not consent to receive these texts or calls, do not use the Open Referral service or provide your information to us.

 

By signing the E-Signature box on the on-boarding form and check box for the terms and conditions, the undersigned party hereby acknowledges and agrees that they have read and fully understand all the terms and conditions set forth herein, and agree to be bound by them in their entirety. The undersigned further acknowledges that any information they provide at the end of this document is true, accurate, and complete to the best of their knowledge.

 

The undersigned party acknowledges that any inaccurate, incomplete, or false information provided in this agreement may result in the termination of the agreement or legal action. The undersigned party understands that they have an ongoing obligation to update any changes in their provided information to the other party in writing in a timely manner.

 

The undersigned party agrees to indemnify, defend, and hold harmless the other party and its User/Agent(s)s, representatives, employees, affiliates, successors, and assigns from and against any and all claims, damages, liabilities, costs, and expenses arising from or related to any inaccurate, incomplete or false information provided by the undersigned party.

 

The undersigned party acknowledges that they have had the opportunity to seek independent legal advice before signing this agreement and that they have read, understand, and agree to all of the terms and conditions set forth herein, and that this agreement constitutes a binding legal agreement between the parties.”

 

User Understands and Acknowledges to:

 

Respond as quickly as possible to every client sent by Open Referral and be transparent about the interactions with the clients. Also notify if any client would not want to work with the User for any reason.

 

Be honest, for a long-term healthy business partnership and success, provide feedback about the platform, communicate if there is any problem of any kind to help us resolve, and provide honest feedback on the leads if asked by any representative and to cooperate with the assigned concierge of Open Referral.

 

Open Referral holds the right to stop sending you clients or terminate the contract if you charge clients any additional fees at closing that are not disclosed before, or fail to notify us about any change in your license or affiliation with your broker and/or violate this acknowledgement or the agreement of which it is a part.

 

The agreement is only applicable for independent contractors (working under 1099)/ authorized to sign on behalf of the Broker. By checking the box and E-Signature, the User agrees that they are authorized to sign on behalf of Broker and certify they have received full authorization from an officer or managing, designated, or principal Broker to sign this and other agreements on behalf of the Broker.

 

You agree to indemnify Open Referral in full for all claims, expenses, and damages related to or caused in whole or in part by your failure to notify Open Referral if you change your wireless phone number, including but not limited to all claims, expenses, and damages related to or arising under the Telephone Consumer Protection Act (TCPA). You agree to notify Open Referral promptly if you change your wireless telephone number. You may revoke your consent to receive (i) phone calls by requesting to be placed on an internal Do Not Call list and (ii) text messages by responding to a text message with STOP. You understand this authorization cannot be revoked to the extent that action has already been taken in reliance on this authorization prior to the date Open Referral receives my request to revoke authorization.

 

In the event of a dispute between us, we agree to binding arbitration. These Terms contain a binding arbitration agreement, which provides that you and Open Referral agree to resolve certain disputes through binding individual arbitration and give up any right to have those disputes decided by a judge or a jury. You have the right to opt out of our agreement to arbitrate. See the Legal Disputes section below.

 

The Open Referral services are not intended for minors and are intended to be accessed and used only by adults and are not directed to minors. As stated in our Privacy Policy, we do not knowingly collect personally identifiable information from anyone under the age of 13 and you should not provide us with any information regarding any individual under the age of 13. The Open Referral services are also only to be used by citizens and residents of the United States and Canada.

 

PLEASE REVIEW THESE TERMS CAREFULLY. ONCE ACCEPTED BY YOUR USE OF THE OPEN REFERRAL SERVICES, THESE TERMS BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND OPEN REFERRAL. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT TEXT OR EMAIL WITH THE OPEN REFERRAL SERVICES AND YOU SHOULD NOT USE THE OPEN REFERRAL SERVICES.

 

We may revise these Open Referral terms of service from time to time. If we do, our revised terms will supersede prior versions. Unless we provide otherwise, revisions will be effective on and after the date at the top of the revised terms. If we make any material changes to our terms of service, we will provide notice to you either here, via the Open Referral app, or via text or phone. For non-

 

material changes, we will update the effective date of our terms of service at the top of this page. We encourage you to check the effective date of these terms of service whenever you visit our website or use the Open Referral mobile services Open Referral app. Your continued access or use of the Open Referral services constitutes your acceptance of any and all changes, whether material or non- material. If you do not agree to the changes, you should stop using the Open Referral services

 

Open Referral has the right to change our terms. If we do, we will notify you here or via text or email. If you keep using our services after the terms change, then you have accepted those changes.

 

In order to use the Open Referral services, you will be asked to provide your mobile phone number and provide consent for us to contact you via voice call and/or text message, including through the use of automated calling technology, even if you’ve registered that number on a Do-Not-Call registry. We may also ask you to provide other information such as your e-mail address or current physical address. You must provide true, accurate, current, and complete information about yourself as requested during the user on-boarding process. You must keep that information true, accurate, current, and complete after your initial use of the Open Referral services.

 

If you want to use the Open Referral services, you need to give us some information about yourself. The information you provide to us must be true and kept up to date. Your right to access and use the Open Referral services is personal to you and is not transferable by you to any other person or entity. You are only entitled to access and use the Open Referral services for lawful purposes and pursuant to these Terms and our Privacy Policy.

 

You are solely responsible for all use (whether or not authorized) of the Open Referral services related to your mobile phone number, including the quality and integrity of your User Data. You are also solely responsible for all acts and omissions of anyone who has access to or otherwise uses your mobile phone number (“end users”). You agree to take all reasonable precautions to prevent unauthorized access to or use of the Open Referral services and will notify us promptly of any unauthorized access or use. We will not be liable for any loss or damage arising from the unauthorized use of the Open Referral services via your mobile phone number. You also agree not to allow any person under the age of 18 to use the Open Referral services via your mobile phone number.

 

Open Referral makes no guarantees regarding the availability of the Open Referral services. We will strive to make the Open Referral services available to you, but we make no guarantees regarding the availability of the Open Referral services, generally or at any particular time.

 

You may use the Open Referral services solely in accordance with these terms of service. You may use the Open Referral services, on a non-exclusive basis, solely in connection with and as necessary for your activities pursuant to these Terms. Any action by you that, in our sole discretion: (i) violates our Terms and/or our Privacy Policy; (ii) restricts, inhibits, or prevents any access, use, or enjoyment of the Open Referral services; or (iii) through the use of the Open Referral services, defames, abuses, harasses, offends or threatens, shall not be permitted, and may result in your loss of the right to access and use the Open Referral services. You shall not modify, scrape, embed, or frame the Open Referral services without our prior written permission.

 

Open Referral may discontinue providing the Open Referral services to any particular user, group of users, or all users. Open Referral reserves the right to cease providing or discontinuing the Open

 

Referral services to any particular user, any group of users, or all users, in its sole and complete discretion and without prior notice.

 

Offers from our service partners and affiliates. Through the Open Referral service, you may choose to connect to third-party service providers. Open Referral does not endorse any third-party service providers. You should investigate any third-party service providers thoroughly and Open Referral is not responsible for any other service provider.

 

Open Referral does not endorse and is not responsible or liable for any Content, Service Provider Content, Promotions, data, advertising, products, goods, or services available or unavailable from, or through, any Service Providers (which includes but is not limited to, legal, health care and wellness providers). you agree that should you use or rely on such Content, Service Provider Content, Promotions, data, advertisement, products, goods or services, available or unavailable from, or through any Service Provider (which includes, but is not limited to, health care and wellness providers), Open Referral is not responsible or liable, indirectly or directly, for any damage or loss caused or alleged to be caused by or in connection with such use or reliance. your dealings with, or participation in promotions of any Services (which includes, but is not limited to, health care and wellness providers), and any other terms, conditions, representations, or warranties associated with such dealings, are between you and such Service (which includes, but is not limited to, health care and wellness providers) exclusively and do not involve Open Referral. You should make whatever investigation or other resources that you deem necessary or appropriate before hiring or engaging Services (which includes but is not limited to, health care and wellness providers).

 

You agree that Open Referral is not responsible for the accessibility or unavailability of any Service for your interactions and dealings with them, waive the right to bring or assert any claim against Open Referral relating to any interactions or dealings with any Service or Client (which includes, but is not limited to, health care and wellness providers), and release Open Referral from any and all liability for or relating to any interactions or dealings with Service or Client (which includes, but is not limited to, health care and wellness providers). In addition, you agree that Open Referral may exclude Services from displaying in search results on the Open Referral Website for failing to meet particular Open Referral standards regarding Services conduct. In addition, you understand that Open Referral may exclude Service Providers from displaying in search results on the Open Referral Website for failing to meet particular Open Referral standards regarding Service Provider conduct and performance.

 

Open Referral may, in its sole discretion, have criminal and/or financial background checks conducted on certain Service Providers. By having such background checks conducted, Open Referral DOES NOT WAIVE ANY OF ITS DISCLAIMER OR LIMITATIONS OF LIABILITY, INCLUDING WITHOUT LIMITATION, THOSE SET FORTH UNDER THIS SECTION, SECTION 25 (WARRANTY DISCLAIMER), OR SECTION 26 (LIMITATION OF LIABILITY).

 

Through the Open Referral services, Open Referral and our partners and affiliates may provide a venue through which you can obtain information regarding you, upon your request, be connected to third-party service providers, such as real estate brokers, mortgage information services, insurance brokers, and other companies providing services through our network (“service providers”). We do not endorse or recommend the products or services of any service provider and are not an agent or advisors to you or any service provider. We do not validate or investigate the licensing, certification, or other requirements and qualifications of service providers. It is your responsibility to investigate

 

any service providers before you engage them. You acknowledge and agree that these service providers are solely responsible for any services that they may provide to you and that we are not liable for any losses, costs, damages, or claims in connection with, arising from, or related to, your use of a service provider’s products or services. We urge you to obtain the advice of financial advisors or other qualified professionals who are fully aware of your individual circumstances before you make any financial decisions. You acknowledge and agree that you rely on your own judgment and that of such advisors in selecting any products or services offered by service providers.

 

Open Referral is not a lending institution or other service provider. Open Referral is not a direct agent or lending institution or service provider. Instead, we, through the Open Referral services, may help to connect you with service providers that might meet your needs based on the information provided by you. Open Referral does not, and will not, make any credit decision with any service provider referred to you. Open Referral does not issue mortgages or any other financial products.

 

Unless you are a service provider, Open Referral does not charge for its services, we do not charge users a fee to use our Open Referral services. Service providers may pay us fees for services and to be matched with users of the Open Referral services, however. Open Referral is not involved with and is not responsible for any fee arrangement that you may enter into with any service provider.

 

You release Open Referral from liability for your use of clientele sent by Open Referral as a part of our lead generation program. By using the Open Referral services, you hereby release us of any and all losses, costs, damages, or claims in connection with, arising from, or related to your use of our products or services, including any fees charged by users.

 

Information you provide to Open Referral: If you transmit, submit, or post information to the Open Referral services that are not federally trademarked and/or copyrighted, you automatically grant us and our assigns the worldwide, fully-paid, royalty-free, exclusive right and license to use, copy, format, adapt, publish and/or incorporate any or all such information in any media whatsoever, including, without limitation, the Content (as defined below). If you have obtained prior written permission from us to transmit, submit or post information to our Services that is federally trademarked and/or copyrighted, you automatically grant us and our assigns the worldwide, fully- paid, royalty-free right to use, copy, format, adapt, publish and/or incorporate any or all such information in any media whatsoever, including, without limitation, the Open Referral content.

 

You shall not transmit, submit or post the following to the Open Referral services:

 

Information that infringes our or any third party’s copyright, patent, trademark, trade secret, or other proprietary rights;

 

Information that violates any law, statute, ordinance, or regulation;

 

Information that is trade libelous, unlawfully threatening, unlawfully harassing, defamatory, obscene, explicit or vulgar, or otherwise injurious to us or third parties or that infringes on our or any third

party’s rights of publicity or privacy;

 

Information that contains any viruses, worms, Trojan horses, trap doors, back doors, easter eggs, time bombs, cancelbots, or other code or computer programming routines that contain contaminating or

 

destructive properties or that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;

 

Information containing or constituting chain letters, mass mailings, political campaigning, or any form of “spam”;

 

Information that is false, inaccurate, or misleading;

 

Commercial advertisements or solicitations without our written permission; or

 

Federally trademarked and/or copyrighted information without our prior written permission.

 

We reserve the right (but not the obligation) to edit, refuse to post, or remove your transmissions, submissions, or postings. Under our Privacy Policy, we may review transmissions, submissions, or postings made by you to determine, in our sole discretion, your compliance with these Terms.

 

You are solely responsible for all your transmissions, submissions, or postings (i.e., your own user data) and the consequences of transmitting, submitting, or posting them.

 

Open Referral use of your data: Please read our privacy policy to understand what we do with your

data. If you don’t want your data used that way, stop using our services immediately and unsubscribe from the Open Referral mobile services and web app by texting “STOP” to us.

 

“user data” consists of data and other information made available to us through the use of the Open Referral services under these terms of service, including, user usage data and user content.

 

“user usage data” shall mean communications metadata made available to us through the use of the Open Referral services and include, without limitation, data used to trace and identify the source and destination of a communication, such as individual data subjects’ telephone numbers, data on the location of the device generated in the context of providing the Open Referral services, and the date, time, duration, and type of communication.

 

We might have to use or disclose your data for one or more of the reasons below:

 

If necessary provide you with the Open Referral services; To address technical issues, provide support or maintain our services; If we need to protect Open Referral, other users, or the public; If there is an emergency; or If the law requires.

 

“user content” shall mean content exchanged by means of the use of the Open Referral services, such as text message bodies, voice and video media, images, sound, and other content.

 

You acknowledge that you have read our Privacy Policy and understand that it sets forth how we will collect, store, and use your user data. If you do not agree with our Privacy Policy, stop using the Open Referral services immediately.

 

You instruct us to use and disclose user data as necessary to (a) provide the Open Referral services consistent with our Privacy Policy and these terms of service, including detecting, preventing, and

 

investigating security incidents, fraud, or unlawful use of the Open Referral services; (b) respond to any technical problems or user queries and ensure the proper working of the Open Referral services;

(c) to protect ourselves, our other customers, the public from harm or illegal activities, or the Open Referral services; (d) to respond to an emergency which we believe in, good faith, requires us to disclose user data to assist in preventing a death or serious bodily injury; or (e) comply with any applicable law, regulation, legal process or government request.

 

“Law” means any statute, law, ordinance, regulation, rule, judgment, or order of a government, court, or tribunal of competent jurisdiction, including, without limitation, any data protection laws, privacy laws, any laws that require you to obtain consent from a user or provide notice to a user in connection with such User’s use of any of the Open Referral services, any state, federal, and international laws, regulations, and rules related to the recording or monitoring of telephone calls, SMS messages, or other communications, the U.S. Foreign Corrupt Practices Act, rules established by the Federal Communications Commission, any federal or state anti-spam statute or regulation, including the CAN-SPAM Act of 2003, or any federal or state statute or regulation prohibiting the dissemination of unsolicited communications, including the Telephone Consumer Protection Act of 1991 (TCPA).

 

Restrictions and Requirements: Don’t transfer our services or resell them. Don’t use our services to break the laws, regulations, rules, etc., to violate these terms, or to violate someone else’s rights; Do make sure that Open Referral is allowed to use your data as needed to provide you our services; and Don’t reverse engineer any software we provide.

 

If you use the Open Referral services, you must comply with the following restrictions and requirements:

 

You agree not to transfer, resell, lease, license, or otherwise make available the Open Referral services to third parties or offer them on a standalone basis;

 

You will ensure that the Open Referral services are used in accordance with all applicable Laws and third-party rights, as well as these Terms;

 

You will ensure that we are entitled to use your User Data, as needed to provide the Open Referral services;

 

You will not use the Open Referral services in any manner that violates any applicable Law; and except as allowed by applicable Law, you will not reverse engineer, decompile, disassemble, or otherwise create, attempt to create or derive, or permit or assist anyone else to create or derive the source code of any software provided in connection with the Open Referral services.

 

Service/Referral Partners: While you are using the Open Referral services, we may share with you opportunities offered by our network of Service/Referral Partners. We are typically compensated by our Service/Referral Partners for referrals made to them.

 

Products or services that you may purchase from our Service/Referral Partners are not Open Referral products or services, but, instead, are being offered by third parties.

 

When you accept a referral to one of our Service/Referral Partners, you are telling Open Referral that it’s okay for us to give the Service/Referral Partner information about you so that they can offer their products or services to you.

 

We may make available through the Open Referral services referrals to our third-party partners who may offer to provide additional products and services to you (each, a “Service/Referral Partner”). We are typically compensated by our Service/Referral Partners for such referrals. If you, at your sole discretion, choose to engage with a Service/Referral Partner, then you will be required to accept the Referral Provider’s terms of service (“Referral Provider’s Terms”) as part of the referral process. The Referral Provider is solely responsible for the products or services offered, the content therein, and any claims that you or any other party may have relating to the Service/Referral Partner’s products and services.

 

When you accept a referral to one of our Service/Referral Partners, you acknowledge that you are purchasing any products or services offered by the Service/Referral Partner directly from them and that Open Referral is not a party to any agreement between you and the Service/Referral Partner with respect to those products and services; and Open Referral is not responsible for that Service/Referral Partner’s products or services, the content therein, or any claims that you or any other party may have relating to that Service/Referral Partner’s products and services.

 

By accepting a referral to one of our Service/Referral Partners, you grant us permission to share your User Data with the Service/Referral Partner so that they may offer their products or services to you.

 

Ownership and Confidentiality: What’s ours is ours, and what’s yours is yours. Please let us know what you think about our services. If you send us feedback, we can use it and we don’t owe you anything for it.

 

We both agree not to tell anyone else about confidential information that we get from each other. Also, we both agree to only use each other’s confidential information as agreed to in these terms.

 

Money alone may not be enough to make either of us whole if one of us breaks our promise of confidentiality. So, we both can seek other remedies, if needed.

 

As between you and Open Referral, we exclusively own and reserve all rights, titles, and interests in and to the Open Referral services and our Confidential Information. As between you and Open Referral, you exclusively own and reserve all rights, titles, and interests in and to your Confidential Information.

 

We also welcome your feedback about the Open Referral services. But please know that by submitting suggestions or other feedback about the Open Referral services (“Suggestions”) you agree that:

 

We are not under any obligation of confidentiality with respect to your Suggestions

 

We may use or disclose (or choose not to use or disclose) your Suggestions for any purpose and in any way;

 

You irrevocably, non-exclusively license us rights to exploit your Suggestions; and

 

You are not entitled to any compensation or reimbursement of any kind from us under any circumstances for your Suggestions.

 

“Confidential Information” means any information or data, regardless of whether it is in the form, disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure. Confidential Information does not include any information which: (a) is publicly available through no fault of the receiving party; (b) was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to the receiving party, without restriction, by another person without violation of the

disclosing party’s rights; or (d) is independently developed by the receiving party without the use of or reference to the Confidential Information of the disclosing party.

 

The receiving party agrees that it will use the Confidential Information of the disclosing party solely in accordance with these Terms and it will not disclose such Confidential Information to any third

party without the disclosing party’s prior written consent, except as otherwise permitted hereunder; provided, however, Open Referral may use and disclose your Confidential Information as necessary to provide the Open Referral services, including making referrals to our Service/Referral Partners. The receiving party agrees to exercise due care in protecting the Confidential Information of the disclosing party from unauthorized use and disclosure. The receiving party may disclose the Confidential Information of the disclosing party, in whole or in part to its employees, representatives, actual or potential investors, and subcontractors who have a need to know and are legally bound to keep such information confidential consistent with the terms of this provision. The receiving party may disclose the Confidential Information of the disclosing party as required by applicable Law provided that, prior to any such compelled disclosure, the receiving party will, if permissible: (a) promptly notify the disclosing party in writing to allow the disclosing party a reasonable opportunity to resist such disclosure and/or seek a protective order, and (b) reasonably cooperate with the disclosing party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure. In the event that such protection against disclosure is not obtained, the receiving party will be entitled to disclose the Confidential Information of the disclosing party, but only as and to the extent necessary to legally comply with such compelled disclosure. The parties expressly acknowledge and agree that no adequate remedy may exist at law for an actual or threatened breach of this provision and that, in the event of an actual or threatened breach of the provisions of this provision, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.

Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this provision.

 

Warranty Disclaimer: We are offering the Open Referral services “as is” and make no representations and warranties regarding the Open Referral services.

 

WE HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON- INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES RELATED TO THIRD-PARTY EQUIPMENT, MATERIAL, SERVICES, OR SOFTWARE. THE OPEN REFERRAL SERVICES ARE PROVIDED “AS IS” TO THE FULLEST EXTENT

 

PERMITTED BY LAW. TO THE EXTENT SUCH DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

 

Indemnification: Open Referral will not pay for any bills, damages, costs, etc. for any claim by you that arises from your use of our services. You agree to indemnify Open Referral against all claims relating to your use of the Open Referral services

 

Open Referral will have no liability or obligation with respect to any claims, demands, actions, suits, or discovery demands, including, without limitation, third-party subpoenas, government

investigations or enforcement actions (“Claim”), and any damages, liabilities, losses, settlements, judgments, costs and expenses (including, without limitation, reasonable attorney’s fees and costs) (“Losses”) related thereto arising out of your use of the Open Referral services.

 

You will defend, indemnify and hold Open Referral, its officers, directors, employees, Members, stockholders, and affiliates (“Open Referral Indemnified Parties”) harmless from and against all Claims brought or threatened by a third party against a Open Referral Indemnified Party and any Losses related thereto alleging or arising out of your breach of or activities under these Terms or your use of the Open Referral services.

 

As a condition of your foregoing indemnification obligations: (a) Open Referral will promptly notify you of any Claim, provided, however, that the failure to give such notice shall not relieve you of your obligations hereunder except to the extent that you are actually and materially prejudiced by such failure; (b) you will have the sole and exclusive authority to defend or settle any such Claim (provided that, you will obtain Open Referral consent in connection with any act or forbearance required by Open Referral, which consent will not be unreasonably withheld); and (c) Open Referral will reasonably cooperate with you in connection with your activities hereunder, at your sole expense. You reserve the right, at your own expense, to participate in the defense of a Claim. You, in connection with a Claim, will pay all Losses following notice of the Claim. Notwithstanding anything herein to the contrary, you will not settle any Claims for which you have an obligation to indemnify admitting liability or fault on behalf of Open Referral, nor create any obligation on behalf of Open Referral without Open Referral prior written consent.

 

Limitation of Liability: INDIRECT DAMAGES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF A PARTY HAD BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION SHALL NOT LIMIT (A) YOUR LIABILITY ARISING FROM YOUR BREACH OF THE RESTRICTIONS AND REQUIREMENTS SECTION ABOVE; (B) EITHER PARTY’S LIABILITY ARISING FROM SUCH PARTY’S BREACH OF THE CONFIDENTIALITY SECTION ABOVE; OR (C) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO THESE TERMS.

 

DIRECT DAMAGES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY DIRECT DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID OR PAYABLE BY YOU DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR CLAIM. THIS SECTION SHALL NOT LIMIT (A) YOUR LIABILITY ARISING FROM YOUR BREACH OF SECTION 5 (RESTRICTIONS AND REQUIREMENTS) OR SECTION 10 (FEES, PAYMENT TERMS, AND TAXES); OR (B) EITHER PARTY’S LIABILITY ARISING FROM SUCH PARTY’S BREACH OF SECTION 11.4 (CONFIDENTIALITY); OR (C) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO THESE TERMS. THE PROVISIONS OF THIS SECTION 14 ALLOCATE THE RISKS PURSUANT TO THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.

 

Term; Suspension: These terms become effective on the first day that you either click “I Accept” or start using the Open Referral services.

 

These Terms, as may be updated from time to time, will commence on the date they are accepted by you either by clicking “I Accept” or your first use of the Open Referral services and continue until terminated as described below (“Term”).

 

We may suspend the Open Referral services immediately upon notice for cause if: (a) you violate (or give us reason to believe you have violated) these Terms; (b) there is reason to believe the traffic created from your use of the Open Referral services or your use of the Open Referral services is fraudulent or negatively impacting the operating capability of the Open Referral services; (c) we determine, in our sole discretion, that providing the Open Referral services is prohibited by applicable Law, or it has become impractical or unfeasible for any legal or regulatory reason to provide the Open Referral services. If we suspend the Open Referral services, we will make a reasonable attempt to notify you prior to the suspension to the extent we can.

 

Compliance with Laws:

 

Both you and Open Referral will comply with the applicable Law relating to each of our respective activities pursuant to these Terms.

 

No Waiver: Our failure to enforce at any time any provision of these Terms does not waive our right to do so later. And, if we do expressly waive any provision of these Terms, that does not mean it is waived for all time in the future. Any waiver must be in writing and signed by you and us to be legally binding.

 

Assignment: You will not assign or otherwise transfer these Terms, in whole or in part, without our prior written consent. Any attempt by you to assign, delegate, or transfer these Terms will be null and void. Subject to this Assignment section, these Terms will be binding on both you and Open Referral and each of our successors and assigns.

 

Unenforceability: Except as described in the Agreement to Arbitrate section, if any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be unenforceable, that

 

provision will be limited or eliminated to the minimum extent necessary to make it enforceable and, in any event, the rest of these Terms will continue in full force and effect.

 

Notices: Any notice required or permitted to be given under these Terms will be given in writing to the receiving party by personal delivery, certified mail, return receipt requested, overnight delivery by a nationally recognized carrier, or by email upon confirmation of receipt. Notices to Open Referral shall be copied to Info@Open Referral.com, Attn: General Counsel.

 

Entire Agreement: Except as provided in these Terms and any attachments to these Terms, these Terms supersede all prior and contemporaneous proposals, statements, marketing materials, or presentations and agreements, oral and written. No oral or written information or advice given by Open Referral, its Members, or its employees will create a warranty or in any way increase the scope of the warranties in these Terms. Any purchase order document or similar document provided by you shall be construed solely as evidence of your internal business processes, and the terms and conditions contained thereon shall be void and have no effect with regard to these Terms between you and Open Referral and be non-binding against Open Referral even if signed by Open Referral after the date you accept these Terms.

 

Force Majeure: No failure, delay or default in performance of any obligation of a party shall constitute an event of default or breach of these Terms to the extent that such failure to perform, delay or default arises out of a cause, existing or future, that is beyond the control and without negligence of such party, including action or inaction of governmental, civil or military authority; fire; strike, lockout or other labor dispute; flood, a terrorist act; war; riot; theft; earthquake and other natural disasters. The party affected by such cause shall take all reasonable actions to minimize the consequences of any such cause.

 

Governing Law and Venue: The enforceability and interpretation of the Agreement to Arbitrate section below will be determined by the Federal Arbitration Act (including its procedural provisions). Apart from the arbitration provision, these Terms will be governed by and interpreted according to the laws of the State of Florida without regard to conflicts of laws and principles that would cause laws of another jurisdiction to apply. These Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Except as provided in the Arbitration section below, any legal suit, action, or proceeding arising out of or related to these Terms or the Open Referral services shall be instituted in either the state or federal courts of Florida, and we each consent to the personal jurisdiction of these courts.

 

Agreement to Arbitrate:

 

Before bringing a formal legal case, please first try contacting our Customer Support. Most disputes can be resolved that way.

 

We Both Agree to Arbitrate: If a dispute cannot be resolved through our Customer Support team, you or any of your affiliates on one hand and Open Referral and any of Open Referral affiliates on the other hand, all agree to resolve any dispute relating to these Terms or in relation to the Open Referral services by binding arbitration in Florida, or in another location that we have both agreed to.

 

This applies to all claims under any legal theory unless the claim fits in one of the exceptions below in Exceptions to Agreement to Arbitrate. It also applies even after you have stopped using the Open Referral services. If we have a dispute about whether this agreement to arbitrate can be enforced or applies to our dispute, we all agree that the arbitrator will decide that, too.

 

Pursuant to this Agreement to Arbitrate section, you understand that you and your affiliates and Open Referral and its affiliates are giving up the right to have a judge and/or jury resolve any controversy or claim arising out of or relating to these Terms or the Open Referral services.

 

Exceptions to Agreement to Arbitrate: You and your affiliates on one hand, and Open Referral and its affiliates on the other hand, agree that we will go to court to resolve disputes relating to yours, your affiliates’, Open Referral or Open Referral affiliates’ intellectual property (e.g., trademarks, trade dress, domain names, trade secrets, copyrights or patents).

 

In addition, if any of us brings a claim in court that should be arbitrated or any of us refuses to arbitrate a claim that should be arbitrated, the other of us can ask a court to force us to go to arbitration to resolve the claim (i.e., compel arbitration). Any of us may also ask a court to halt a court proceeding while an arbitration proceeding is ongoing.

 

Details of Arbitration Procedure: Prior to filing any arbitration, both parties jointly agree to seek to resolve any dispute between us by mediation conducted by the American Arbitration Association (AAA), with all mediator fees and expenses paid equally by the parties. If mediation is not

successful, either party may initiate an arbitration proceeding with AAA. You can look at AAA’s rules and procedures on their website [http://www.adr.org] or you can call them at 1-800-778-7879. The arbitration will be governed by the then-current version of AAA’s Commercial Arbitration Rules (the “Rules”) and will be held with a single arbitrator appointed in accordance with the Rules. To the extent anything described in this Agreement to Arbitrate section conflicts with the Rules, the language of this Agreement to Arbitrate section applies. Each of us will be entitled to get a copy of non-privileged relevant documents in the possession or control of the other party and to take a reasonable number of depositions. All such discoveries will be in accordance with procedures approved by the arbitrator. This Agreement to Arbitrate section does not alter in any way the statute of limitations that would apply to any claims or counterclaims asserted by either party. The

arbitrator’s award will be based on the evidence admitted and the substantive law of the State of Florida and the United States, as applicable, and will contain an award for each issue and counterclaim. The award will provide in writing the factual findings and legal reasoning for such an award. The arbitrator will not be entitled to modify these Terms. Except as provided in the Federal Arbitration Act, the arbitration award will be final and binding on the parties. Judgment may be entered in any court of competent jurisdiction.

 

Class Action Waiver: Both you and your affiliates, on one hand, and Open Referral and its affiliates on the other hand, agree that any claims or controversies between us must be brought against each other on an individual basis only. That means neither you nor your affiliates on one hand nor do can Open Referral and its affiliates on the other hand bring a claim as a plaintiff or class member in a class action, consolidated action, or representative action. The arbitrator cannot combine more than one person’s or entity’s claims into a single case, and cannot preside over any consolidated, class or representative proceeding (unless we agree otherwise). And, the arbitrator’s decision or award in one person’s or entity’s case can only impact the person or entity that brought the claim, not other Open Referral customers, and cannot be used to decide other disputes with other customers. If a court

 

decides that this Class Action Waiver provision is not enforceable or valid, then the entire Agreement to Arbitrate section will be null and void, but the rest of the Terms will still apply.

 

1.     User(s) Responsibilities:

1. Participation: Brokers and Open Referral may agree, at any point during the term of this Agreement, to add or remove User/Agent(s) from those eligible to receive clients under this Agreement using the Acknowledgment. Upon execution, each signed Acknowledgement shall be deemed incorporated into this Agreement and will serve as a record of those individuals who are deemed User/Agent(s) pursuant to this Agreement. Broker agrees to notify Open Referral within ten (10) days if any User/Agent(s) remove their license affiliation from Broker agrees that the actions of Broker’s User/Agent(s) with respect to this Agreement and the Acknowledgement are attributable to Broker.

 

• Services: User will assist all Clients with purchasing, selling, and/or leasing property consistent with the Acknowledgement, and consistent all applicable federal, state, and local laws; all standards of practice, and code of ethics, for any association to which Broker belongs; and all bylaws, rules, and regulations for any multiple listing service to which the User belongs.

 

• Client(s) User shall report an accurate status of all accepted clients in a manner consistent with the requirements in the Acknowledgement, and upon request by Open Referral.

 

• User agree to communicate any change in User/Agent(s)’ license status within ten (10) days.

 

• Clientele As a Program participant, the User may receive access to certain clients with the following understandings and agreements:

 

1. Obligations or guarantees. Open Referral will strive to provide the average number of clients per month, when and if available in the User’s area(s), depending on the plan User chooses to go with, but in any case, Open Referral is not obligated to provide clients and cannot make any guarantees regarding the number of clients, the quality of clients, or the frequency of clients that the User(s) may receive. Open Referral cannot be held accountable if it fails to generate clients due to circumstances beyond its control.

 

• User acknowledge and agree that the satisfaction of clients and their use of the Platform is an integral part of the success of the Program. As such, it is important that the User utilize the Platform and keep Open Referral informed about the current status of all clients, and quickly investigate any cause of client dissatisfaction. If a client determines that Broker and/or the User/Agent(s) is unable to provide satisfactory service, then User shall notify Open Referral immediately. Open Referral may ask User to stop working with the client or request other reasonable actions on the part of the User to ensure client satisfaction, to which Broker and User/Agent(s) hereby agree to comply with such requests.

 

• Use of the Platform. User shall utilize Open Referral Platform to facilitate the purchase or sale transaction for all clients and agrees to respond to all reasonable requests from Open Referral representatives. Doing so helps Open Referral track Platform usage and Client satisfaction upon initial client contract, information regarding showings, offers, accepted contracts, tasks, and closing data. Upon closing a real estate transaction with a client, the Broker and User/Agent(s)

 

agree to upload the closing statement to the Platform no later than fifteen (15) days following the closing. Open Referral has the right to require how reports and documents are provided through its platform.

 

• Exclusivity; Non-exclusivity. User understand that Clients may, or may not, be exclusive to Exclusivity will depend on factors such as Broker/User/Agent(s) Client’s closing ratio, Open Referral and Broker’s experience in a market, Consumer’s right to not work with Open Referral or the User, Competition in the geographic area, and various other measures to ensure a client is responded to as quickly as possible and secured as a client of User in the Program.

 

• Clientele When Open Referral informs an User that a Client is available, the User will be given the opportunity to accept or deny the client according to the following understandings and agreements:

 

1. Acceptance: Broker acknowledges that User/Agent(s) have authority to accept or deny a client on Broker’s behalf. All Clients delivered to Broker and User/Agent(s) shall be considered accepted Clients upon delivery (“Clientele Acceptance”), unless one of the following(s) apply:

 

1. Existing Customer or Client: If User delivers documented proof within five (5) days of client Acceptance that client was currently under an agency contract with Broker at the time of clientele Acceptance, or has been in communication with Broker and User/Agent(s) on their own effort within thirty

 

(30) days prior to Clientele Acceptance, then Broker shall be relieved of its obligations in the Compensation section of this Agreement.

 

• Denial:

 

• User can deny a client if the client provided is out of their chosen area(s) or the User does not have enough resources to cater, and satisfy a client.

 

• User Holds the right to deny a client if the contact information provided is incomplete or inaccurate. The User will also have the right to request a replacement for the inaccurate/incorrect client, and it will be replaced when and if possible.

 

• Denying a Client does not relieve the User(s) obligations in the Compensation section of this Agreement, should the User end up representing the Client in the following twenty-four (24) months (the “Clientele Coverage Period”).

 

• User agrees to pay Open Referral a membership/marketing/subscription fees to join it’s network and pay a percentage based on selected plan for each closed lead for any services of any and all transactions (including subsequent purchase, sale, or lease commissions on any property) involving the Client during the Clientele Coverage Period.

 

• Gross Commission. It is the amount Broker is eligible to receive as stated in agency agreements and closing document(s), including any bonuses paid. Gross Commission does not take into account any discounts or commission reduction a User may extend to a client; it is not necessarily the commission that the Broker actually receives.

 

Membership Fee. Open Referral will charge User a non-refundable membership fee in order to provide the Service they Opt-In for or choose to get by letting us know via the On-Boarding Form. Your membership fee is the amount you were charged for one term of your Subscription or Plan, not including any promotions or discounts that may have been applied (the “Membership Fee”). For this or other reasons, the Membership Fee might be different than the amount paid by another new or existing member who purchased the same services in the same market.

 

1. Renewal: If you have paid membership, Open Referral will automatically renew your Plan for one year at the Membership Fee for the Plan using the credit card, debit card or other payment information on file with Open Referral. Such renewal payment will take place on or about anniversary date aka your Renewal Date. Your Plan will continue, and your payment method will be charged, the Membership Fee until you cancel the Plan Should the User Comply with any changes in the fee(s) and pay for the new or revised prices, if there has been any changes made on pricing with Open Referral. Renewal should be done within ten (10) days after the expiry date of your Annual/Semi-Annual Plan.

 

1. No Impact by Third Parties. The Referral Fees owed to Open Referral are not impacted, reduced, or waived due to any other client, fee, commission, or other payment that the User may owe to any other third party based on a Client’s real estate transaction.

 

1. Payment and Disputes. Broker agrees to pay all Referral Fees within twenty- five (25) days of transaction closing and funding by ACH or wire transfer; When possible, Broker will utilize EXHIBIT B – Commission Disbursement Authorization -to facilitate payments being made to Open If the User(s) has a reasonable basis to delay or dispute any part of the commission referral fee, or the signup fee, the User(s) will notify Open Referral in writing within three (3) calendar days from the closing/signup date. If the User(s) does not notify Open Referral in writing within three (3) calendar days, the User(s) waives all rights to dispute. Open Referral may delay billing, but in no event will a delay in that billing waive Open Referral’s rights to payment.

 

1. Compensation is still due if there is a Should User transfer the client to another person, and should that other person enter into any transaction with the Client during the Clientele Coverage Period, the Broker shall pay Open Referral the respective Referral Fee as if the Broker and/or its User/Agent(s) had directly participated in the transaction.

 

• Referral Fees are tied to the Referral. The obligation for Broker to pay Referral Fees under this Agreement is not subject to an User/Agent(s)’s continued employment or contractor relationship with Broker and is not waived, forgiven, or nullified upon the termination of such relationship. Should an User/Agent(s) enter into a transaction with a Client during the Clientele Coverage Period, Broker and User/Agent(s) will be jointly and severally responsible for the respective Referral Fees attached to that Client.

 

• Chargeback: All chargebacks undergo a meticulous investigation process and are reported to the broker, the real estate board, and other related authorities and may result in significant fines and/or other legal actions taken against you. User must report any disputes within three (3) calendar If User wrongfully contest a chargeback with their credit card issuer without informing Open Referral, they forfeit their right to dispute and will be required to pay Open Referral an

“Administrative Fee” of $250, in addition to covering attorney fees and any other associated collection costs/charges. Falsely claiming fraud can also negatively impact your credit rating.

 

5.            Term and Termination.

1. Term and Termination. This Agreement shall become effective on the Effective Date and will remain in effect for one (1) year following the Effective date and will automatically renew for successive one-year periods until terminated by either Party pursuant to this section. Open Referral or User may terminate this Agreement, with or without cause, at any time upon one hundred and twenty (120) days prior to written or emailed notice of termination to the other party. User must fill out the cancellation form in its entirety and submit it to Open Referral in order to process the cancellation and reconfirm it with a cancellation confirmation number.

 

• Effect of Termination of this Agreement by either party shall have no impact on any compensation, credits or discounts, or other amounts owing or payable, or that are later earned as a result of a Client Acceptance by Broker which occurred prior to the termination of this Agreement.

 

• Membership Fee. User understands and agrees to a fee which is charged at the time of signup and it is a non-refundable fee, no matter if User customizes a plan for each service or either Sign up for any of our plans available at Open Referral website : https:/Open Referral.com/

 

6.         Confidentially.

1. Confidentiality. User agrees it will not use for its own purposes, will remain in the strictest confidence, and will not disclose to any third party, unless by a subpoena or court order, all information and data (i) belonging to or relating to the business of Open Referral (including, without limitation, the terms of this Agreement), or (ii) disclosed or communicated to it by Open Referral in connection with the terms and provisions of this Agreement (including, without limitation, all client information).

 

In the event User(s) breach any parts of this Agreement they shall not disparage, discredit, or disgrace Open Referral, its directors, officers, employees, and affiliated corporations of Open Referral in front of or to any person, company, or form whether in person or elsewhere virtual/online. All parties agree that Open Referral could suffer irreparable harm and that the amount of monetary damages may be impossible to calculate. Thus, Open Referral will be entitled to injunctive relief in addition to any other rights to which Open Referral may be entitled, without the necessity of proof of actual damages.

 

1.                                 No Warranties; Indemnification; Limitation Of Liability; Insurance.

1. No warranties. All Clients are made and Clients are accepted by the Broker or User/Agent(s) on an “AS IS” basis without warranty of any kind.

 

• Broker and Open Referral agree to indemnify and hold the other Party harmless from and against any all claims, losses (financial or otherwise), damages, liabilities, costs, fees, increased taxes, or expenses (including, without limitation, court costs and reasonable attorneys’

 

fees) which may be incurred or which may be claimed by any person as a result of acts or omissions of the indemnifying Party, its directors, officers, employees, or User/Agent(s) relating to the exercise of, or the failure to exercise, the indemnifying Party’s obligations under this Agreement.

 

• Limitation of The liability, if any, of Open Referral under this Agreement for any claims, costs, damage, losses, and expenses for which it is or may be legally liable, whether arising in negligence or other torts, contract or otherwise, will not exceed in the aggregate the greater of (i) the amount of the referral fees paid to Open Referral by Broker during the preceding twelve (12) month period, measured from the date the liability accrues, or (b) $1,000. In no event will Broker or Open Referral or its respective User/Agent(s), servants, representatives, or employees be liable for indirect, special, consequential, punitive, or exemplary damages.

 

• Broker agrees to carry, at its own expense, at all times during the term of this Agreement, commercially general liability, and errors and omissions insurance, with per-incident and aggregate limits that are consistent with common practice in the jurisdiction in which Broker operates, provided, however, that under no circumstances shall such limits be less than applicable legal or regulatory minimum requirements. Such insurance policies shall cover all activities by User contemplated under this Agreement.

 

2.         Miscellaneous.

1. No Assignment. This Agreement is personal to the User and may not be transferred, assigned, or delegated without the prior written consent of Open Referral.

 

• All communications to Open Referral under this Agreement shall be in writing and will be delivered via mail courier, return receipt requested to the addresses identified in the signature block at the end of this Agreement. The Parties may designate different persons or addresses to which subsequent communications will be sent by sending a notice of such designations in accordance with this section.

 

• Entire Agreement; Severability; This Agreement and any exhibits or addenda hereto, including, without limitation, the Referral Acceptance and all Acknowledgements signed by Broker’s User/Agent(s), set forth the entire agreement and understandings of the parties relating to its subject matter, and all other understandings, written or oral, are superseded. Except as otherwise provided in this Agreement, this Agreement may not be amended except in a writing executed by all parties.

 

• Errors or Invalid: If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the invalidity of the provision will not affect any of the remaining provisions, and this Agreement will be construed as if the invalid, illegal, or unenforceable provision is not contained in the Agreement. No rule of strict construction shall be applied against either Party by virtue of that Party’s having drafted or recommended language.

 

• No partnership or agency. Parties acknowledge the terms “partner”, “partners”, “partner User/Agent(s)” or “partner Brokers” may be used by Broker and Open Referral in marketing

material and elsewhere online, but it shall not be constructed as creating or constituting a true and

 

actual partnership. Parties agreed that nothing contained in this Agreement or elsewhere shall be construed as creating or constituting a partnership, joint venture, or agency between the parties to this Agreement. Rather, the parties shall be deemed independent contractors with respect to each other for all purposes.

 

• Force Neither Party will be liable to the other for any failure or delay in its performance of this Agreement in accordance with its terms if such failure or delay arises out of causes beyond the control and without the fault or negligence of such party. The foregoing shall not excuse any failure or delay in marketing any payment required by this Agreement.

 

• Waiver of rights. No failure or delay to the part of either party in exercising any right under this Agreement will operate as a waiver of that right, nor will any single or partial exercise of any right precede any further exercise of that right. All rights and remedies provided or afforded by the applicable local, state, and federal laws and regulations shall be cumulative and not be exclusive of any other state or remedies.

 

• Governing This Agreement will be deemed to be a contract made under the laws of Florida and will be constructed in accordance with Florida law.

 

1. All agreements that by their context are intended to survive the termination of this Agreement will survive the termination of this Agreement. The Parties agree that all provisions of section 5 will survive termination of this Agreement.

 

Dispute Resolution. Any dispute or claim between the Parties arising out of, or in connection with, this Agreement will be subject to final, mandatory, and binding arbitration to be held in accordance with the relevant rules of the American Arbitration Association (“AAA”). Judgment upon an award rendered by the arbitrator may be entered in any court having jurisdiction over the award and against the Party against whom enforcement is sought or that Party’s assets. The procedures and law applicable during the arbitration will be both the AAA rules and the internal substantive laws of Florida. In such arbitration, the award or decision will be rendered by an arbitrator appointed by the mutual consent of the Parties. The arbitrators will be persons who are not employees, User/Agent(s)s, or former employees or User/Agent(s)s of either party.

 

1. Attorney’s Fees. In any action to interpret or enforce this agreement shall entitle Open Referral to recover any costs and expenses, including reasonable attorney’s fees it may have incurred from the User(s).

 

• This Agreement may be executed in one or more counterparts, each of which is deemed to be an original and all of which together shall constitute one single instrument. The Parties acknowledge that the delivery of executed counterparts of this Agreement may be affected by facsimile transmission or other comparable means with an original document delivered promptly thereafter.

 

IN WITNESS WHEREOF, THE Parties hereto have executed this Agreement effective as of the date written and signed on the on-boarding form.