This REFERRAL PARTNER AGREEMENT (this “Agreement”) is entered into between Lending specialty LLC (the "company") And, {company name} (referral "Partner") dated as of {date} (“Referral Partner” and together with Lending Specialty LLC, collectively, the “Parties”). The Parties agree as follows:
1. Lending Specialty LLC is in the business of originating commercial and business loans. Referral Partner is a person or company (including Company Name and other information). In the course of undertaking such services, Referral Partner may introduce potential borrowers (“Potential Borrowers”) to Lending Specialty LLC for the purpose of such Potential Borrowers obtaining a commercial loan from Lending Specialty LLC (a “Loan”).
2. Referrals.
Referral Partner may refer a Potential Borrower to Company by either (a) referring the name of a business owner who is interested in obtaining financing for their business; or (b) submitting the information via our referral form or by email.
3. Services to be Performed.
By joining our referral program, the goal is to encourage you to provide qualified Referrals. Company shall determine, in its sole discretion, whether Company shall provide funding or any other service to Referrals and shall have the right to decline to provide funding or any other service to Referrals for any reason whatsoever. Referral Partner shall not be the only or exclusive independent referral representative for Company and Company may, at its sole discretion, retain the services of other independent referral representatives.
4. Referral Requirements.
Referrals must be prospects that have expressly indicated to Partner an interest in obtaining funding from the Company. Referrals should consist of the name, address, contact information, and a short description of their occupation or business. If it is known to the Partner at the time of referral submission, a short description needs to include legal information, financial information, and significant changes in a chronological order. Referrals should be submitted in writing to the Company's email address or in the form. If the Partner submits a referral and the potential referral does not obtain a loan within a 3-month period there is no obligation to pay the referral compensation to the Partner. If the potential referral after 3 months requests a loan via Power of Attorney or by his/her own behalf, there is no obligation to pay out a commission.
5. Prohibited Activities.
Partner agrees not to negotiate terms, gather documents, issue loan quotes, or otherwise engage in any brokering activities prohibited by law in connection with activities contemplated under this Agreement. Partner agrees not to associate marketing materials with content that is unlawful in any manner, or which is otherwise harmful, threatening, defamatory, obscene, offensive, harassing, sexually explicit, violent, discriminatory, or otherwise objectionable in Company’s sole discretion. Partner agrees not to send unsolicited electronic messages to multiple unrelated recipients (“Spamming”) in promoting the Company, or otherwise to engage in any other form of mass electronic communications prohibited by law in connection with activities contemplated under this Agreement.
5. No exclusivity.
Partner acknowledges and agrees that Company may engage with other partners or referrers for purposes of providing the Company Services, and that this Agreement does not create an exclusive agreement between the Parties.
6.Compensation Determination.
For each Loan successfully closed and funded with a Borrower, Company will pay Referral Partner in accordance with this Agreement. For the sake of clarity, the Company shall make the final determination in its sole and exclusive discretion as to whether applicable law permits payment of any commission or other compensation or whether Referral Partner is in breach of any term of this Agreement. Such determination will be made in good faith.
7. Payout Process
Payment shall be made within thirty (30) days of the funding of the qualifying Loan via wire or ACH. For example, if a referred loan was closed in September, you would receive a payment in October. If you enroll in this Program through a company name or similar entity, all payments will be made in the name of that entity, not to you as an individual. You agree that any compensation owed to your employees or agents for qualifying Referrals will be paid by you and that you are solely and exclusively responsible to make any and all payments to such employees and agents on those qualifying Referrals and/or Loans. Therefore, you indemnify and hold us harmless in the event any one or more of your current or former employees or agents makes a claim against us for payment pursuant to this Agreement. You acknowledge and agree that the Company may change and/or amend the compensation for Referral incentives under this Program in its sole discretion. Partner accepts and agrees that Company will notify referral partner of any change to the compensation plan in a timely manner.
You will be compensated per each referral 0.25% of the loan amount for the first loan for each client that funds as a result of your referral. The maximum referral payment per loan is $2,000. Potential referrals must be introduced during the pre-application phase and be qualified for you to be eligible for a referral payment.
8. Indemnification.
Referral partner agrees to indemnify, defend, and hold harmless the Company and its employees, officers, investors and agents from and against any loss, liability, damage, penalty or expense (including attorneys’ fees and cost of defense) they may suffer or incur as a result of: (i) any failure by the referral partner or any of its Agents to comply with, or fulfill the obligations of, or otherwise breach the terms of this Agreement; (ii) acts of fraud, gross negligence, intentionality, carelessness, or willful misconduct or (iii) any promise, warranty or representation made by referral partner to Company being unfulfilled, false or misleading.
9. Non Disparagement Clause.
Both Parties must at all times during the Term that they will comply with all applicable laws, regulations, codes of practice, as well as this Agreement, Privacy Policy and Guidelines. During the Term, and for five (5) years either after contract termination for any reason whatsoever, or after complete performance of both parties whichever is happening at the latest, Partner expressly undertakes not to do anything that might reasonably be expected to damage the business, interests or reputation of Company and will not make, publish or allow to be made or published any disparaging remarks concerning Company, its representatives, or its Service. For purposes of this Agreement, “disparage” shall mean any negative statement, whether written or oral, about the Company, its officers, directors or employees. The Parties agree and acknowledge that this non-disparagement provision is a material term of this Agreement, the absence of which would have resulted in the Company refusing to enter into this Agreement.
10. Disclaimer of Warranty and Insurance.
Company makes neither warranty nor insurance of any kind to the referral partner. Company expressly disclaims any and all warranties and conditions, including but not limited to any implied warranty of merchantability, fitness for a particular purpose, availability, security, title, and/or non-infringement of the subject matter of this Agreement.
11.Limitation of liability.
Neither company nor any officer, employee, director or any other representative of company shall be liable towards partner or towards any third party, under or in connection with this agreement or its termination, in contract, pre-contract, tort or otherwise for (a) any economic loss (including loss of revenues, profits, contracts, business or anticipated savings) or (b) any loss of goodwill or reputation. Such losses include, without limitation, any special, indirect, incidental, statutory, punitive or consequential losses or damages as well as any losses or damages caused by interruption of operations. Notwithstanding any other circumstances or understandings surrounding any relations among the parties, company’s entire liability to partner under this agreement shall not exceed $100 USD. For any and all claims for damages of any kind made by partner under this agreement, and by entering this agreement partner recognizes the limitations herein on the company liability.
12.The Company Control Over Loan Program, Approvals and Loan Agreement. Referral partner acknowledges and agrees that the Company has sole and exclusive control over all aspects of the Loan Program. the Company may, in its sole discretion, approve or deny a prospective Merchant for a loan product or service. Referral partner shall not advise both potential and qualified referrals about their approval or disapproval for Loan or service prior to the Company’s completion of due diligence. Referral partner acknowledges that all aspects of the Loan Program are subject to the management and approval of the Company and referral partner shall make no representations to the contrary. If the Company cannot fund the deal, the referral partner gives the Company permission to syndicate/broker the deal. If the transaction is syndicated or brokered, the referral partner will still be entitled to their commission.
13.Term.
This Agreement will begin when signed by both Parties. Either Party may terminate this Agreement at any time, with or without cause, by giving the other Partner an immediate written notice of termination. If a referral partner conducts illegal acts which cause loan defaults and any other unethical business, then this agreement will be immediately terminated. We reserve the right to conduct any background checks and cancel this agreement at any time.
14.Compliance with Laws.
Referral Partner must comply with all local, state, federal, and regulations applicable to the conduct of its business.
15.Information.
All information provided to the Company by Referral Partner will be, to the best of Referral Partner’s knowledge, true, accurate, and correct. Referral Partner has an affirmative obligation to (a) correct any information about a Potential Borrower that Referral Partner learns is inaccurate; and (b) disclose any legal, financial, or business change relating to a Potential Borrower’s application for a Loan that is or becomes known to Referral Partner and would affect Company’s or funding partners or investors evaluation of such application.
16.Confidentiality
All information provided by the “Referral Partner” will be kept confidential by the Company. Company does not resell information. The information provided on a loan application will be strictly utilized for obtaining and or determining the possibilities of obtaining a loan.
All information provided to you by the company to include marketing materials, trade secrets, systems, and other information is to be kept confidential by the referral partner and cannot be utilized in any way, doing so will violate the terms of this agreement. You agree not to circumvent for a period of 1 (one) year with any of the company’s employees, staff members, marketing representatives and or investors or funding channels.
18.Assignment.
Company may assign this Agreement at any time. Referral Partner may not assign or transfer this Agreement without Company’s prior written consent, such consent not to be unreasonably withheld.
19.Modification of Agreement.
Company may modify this Agreement at its reasonable discretion by notifying Partner via email or in writing. If Partner objects to any such change, Partner may terminate this Agreement for cause. Each modification needs to be signed by both parties. If Partner doesn’t sign within 3 days, then Partner’s continued participation in the Program following receipt of notice about changes to this Agreement shall constitute binding acceptance of this Agreement as amended.
20.No Waiver.
Either Party’s failure to enforce the other Party’s strict performance of any provision of this Agreement will not constitute a waiver of the first Party’s right to subsequently enforce such provision or any other provision of this Agreement.
21.Expenses.
Referral partner will be responsible for any expenses incurred by it in connection with its performance under this Agreement. Referral partner is responsible for all marketing activities and or lead generation marketing.
22.Relationship of the Parties.
Referral Partner will at all times be classified as independent contractor. Nothing in this Agreement will create a partnership, joint venture, or relationship of employment or agency between the Parties. Independent contractors will receive a 1099 form by the proper tax deadline from the Company.
23.Taxes.
Partner is and shall remain fully responsible for payment of any taxes resulting from the Referral Fee. Company shall withhold at source any such taxes and amounts that are required to be withheld under applicable law. Without derogating from the generality of the foregoing, Partner shall be responsible for all income, sales, business, or any other such form of tax, fee, or payment due in connection with any Referral Fee.
24. Governing Law.
This Agreement will be exclusively governed by the laws of the State of Wyoming, without regard to its conflicts of law provisions
25. Entire Agreement; Severability.
This Agreement represents the entire agreement among the Parties regarding the subject matter thereof and the Parties’ respective obligations and commitments herein. No other documents, or oral or written agreements among the Parties reflect in any way on the agreements laid out in this Agreement. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.
26.Dispute Resolution.
All disputes arising out of or in connection with this Agreement shall be attempted to be settled through good-faith negotiation between both Parties, The Parties agree to discuss their differences in good faith and to attempt to reach an amicable resolution of the dispute. In the event that negotiation does not result in a resolution of the dispute, the Parties shall proceed to binding arbitration. All disputes arising out of or in connection with this Agreement, which cannot be amicably resolved between the Parties shall be finally settled under the Rules of Arbitration of the American Arbitration Association by a single arbitrator appointed in accordance with the said rules. The place of arbitration will be Wyoming. The language of the arbitration shall be English. The arbitrator’s decision shall follow the plain and natural meaning of the relevant documents and shall be final and binding. The arbitrator will have no power to award (i) damages inconsistent with the Agreement or (ii) punitive damages or any other damages not measured by the prevailing Party’s actual direct damages, and the Parties expressly waive their right to obtain such damages in arbitration or in any other forum. All aspects of the arbitration will be confidential. Neither the Parties nor the arbitrator may disclose the existence, content or results of the arbitration, except as necessary to comply with legal or regulatory requirements. Each Party will promptly pay its share of all arbitration fees and costs and shall be responsible for its own attorneys’ fees. Notwithstanding the determination by the Parties to utilize arbitration as specified above for resolution of disputes arising out of or in connection with this Agreement, nothing herein shall preclude either Party from seeking and obtaining from a court of competent jurisdiction appropriate equitable relief, including without limitation, a temporary restraining order or other injunctive relief, to prevent a breach of this Agreement relating to intellectual property, confidentiality, or non-hire and non-solicitation, or to otherwise maintain the status quo pending outcome of any arbitration.