Terms of Service
Effective Date / Last Updated: March 9, 2021
These Terms of Use (“Terms”) govern your access to and use of our websites made available to you by Vontive, Inc. (“Company,” “we,” “us,” or “our”), including but not limited to the member portals made available to you through those websites (“Sites”) whether or not you complete a transaction with Company or through the Sites.
BY ACCESSING OR USING THE SITES, OR BY CLICKING TO AFFIRM YOUR CONSENT, YOU AGREE TO THESE TERMS, AND OUR USE OF PERSONAL INFORMATION IN ACCORDANCE WITH OUR PRIVACY POLICY. IF YOU DO NOT AGREE WITH THESE TERMS OR OUR PRIVACY POLICY, DO NOT ACCESS OR USE THE SITES.
THESE TERMS CONTAIN AN AGREEMENT BY YOU TO RESOLVE DISPUTES THROUGH BINDING ARBITRATION ON AN INDIVIDUAL BASIS. PLEASE REVIEW SECTION 29_BELOW SINCE YOU ARE GIVING UP CERTAIN RIGHTS, SUCH AS THE RIGHT TO A JURY TRIAL AND THE RIGHT TO SUE COMPANY IN A CLASS ACTION LAWSUIT.
We may modify these Terms at any time. All changes will be effective immediately upon posting to the Sites. Material changes will be conspicuously posted on the Sites or otherwise communicated to you. By using the Sites after changes are posted, you agree to those changes.
Privacy Policy. We may collect certain information about you and about your use of the Sites as described in our Privacy Policy, which is incorporated into these Terms. The Privacy Policy describes our information collection, use, and sharing practices. If you do not agree to our collection, use or disclosure of your Personal Information (as described in our Privacy Policy) as set forth in the Privacy Policy, do not access or use the Sites or send us Personal Information. In the event of conflict between these Terms and the Privacy Policy, the Privacy Policy shall control.
Creating an Account. You have the option to create and use an account to access member portals made available to through the Sites (“Account”). You are responsible for all activities that occur under your Account. You are responsible for keeping your password and any other verification information used to sign-in to your Account confidential. Do not share your Account or passwords with any other person. Each person using an Account must use their own separate log-in information. Do not access or attempt to access any Account that is not yours. If you believe that your Account has been compromised, you must immediately contact us. We may disable any account at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms. Be careful when accessing your Account on a shared computer, public computer or over an unsecured connection because that increases the risk of fraudulent activity.
Content. The Sites, including their text, audio, video, graphics, charts, photographs, interfaces, icons, software, computer code, data, trademarks, logos, slogans, documentation, other components and content, and the design, selection, and arrangement of content, and all intellectual property rights in the foregoing (collectively, the “Content”) are exclusively the property of Company or, as applicable, its vendors or licensors. Except for the rights expressly granted to you in the next section, Company reserves all other rights in and to the Sites and Content, including all intellectual property rights.
Use Rights. You may only use your Account, the Sites and Content for your personal, non-exclusive use in the United States, so long as you comply with these Terms, the Privacy Policy, all other terms posted throughout the Sites as applicable to you (if any), and all applicable laws. You may only use your Account, the Sites, and the Content for their intended purposes for which they are made available to you by Company. You agree that you will not use or attempt to use Sites for any purpose other than conducting mortgage banking related business with Company as a bona fide client of Company.
Use of Marks. Company owns certain trademarks, names, logos, insignia, or service marks (“Marks”). You do not have the right to use any of Company’s Marks except as expressly agreed to in writing by Company. In addition, the Sites may contain third-party Marks and third-party copyrighted materials, which are the property of their respective owners. Nothing in these Terms grants to you any rights in or to those third-party Marks or materials without such third-party’s consent.
Intellectual Property Rights. The Sites and Content are protected by copyright, trademark, trade dress and other intellectual property laws. Any unauthorized use of any trademarks, trade dress, copyrighted materials, or any other intellectual property belonging to Company or any third party is strictly prohibited and may be prosecuted to the fullest extent of the law.
Career Opportunities. The Sites may allow you to apply to the posted career opportunities offered by Company. You must not upload or send us a resume or any other materials for any person other than yourself. You warrant that all information contained in any resume or other materials you provide is current, accurate, and complete. Your submission of a resume or other materials does not in any way require Company to review those materials or consider you for employment. Career opportunity descriptions on the Sites are subject to change at our sole discretion without notice. Company uses a third-party service provider to provide its job applications portal, and your use of that portal is governed by that third party’s terms, not these Terms.
Advertised Products, Services and Applications. Advertised products, services and applications available and offered by Company on its Sites may change at any time without notice to you. Some advertised services, products, and applications may not be available in certain areas. Nothing on the Sites constitutes an offer, but an invitation for you to review and understand the services and products offered by Company. Additional terms may apply with respect to your purchase, application or use of our products and services.
Compliance with Laws. In connection with your access to and use of the Sites, you are responsible for complying with all applicable laws, regulations, and rules of all relevant jurisdictions, including all applicable rules regarding online conduct.
Children’s Information. These Sites are not directed at children under the age of thirteen (13) years old. If you are under thirteen (13) years old, you must immediately stop using these Sites. If you believe that your child has provided us with their Personal Information, please provide us with the relevant information (e.g., what information was provided, when, etc.), and we will make commercially reasonable efforts to delete such Personal Information from our records.
Viruses. You must use up-to-date, commercially standard, anti-virus software on any computer or device used by you to access the Sites. WE ARE NOT LIABLE FOR ANY VIRUS YOU MIGHT RECEIVE FROM OUR SITES OR LINKS ON OUR SITES, AND YOU ACCESS OUR SITES AT YOUR SOLE RISK.
Restrictions on Your Use of the Sites.
a. You will not copy, duplicate, sell, publish, post, license, rent, distribute, modify, translate, adapt, reverse-engineer, decompile, or create derivative works of the Sites or Content without Company’s prior written consent.
b. You will not use the Sites for unlawful purposes.
c. You will not interfere with or induce a breach of the contractual relationships between Company and its employees;
d. You will not submit inaccurate, incomplete, or out-of-date information via your Account or the Sites, commit fraud or falsify information in connection with your use of your Account or the Sites.
e. You will not engage in data mining or similar data gathering or extraction activities from the Sites. You will not use the Sites to harvest email addresses, names, or other information of the users of the Sites or to spam other users of the Sites.
f. You will not access, use, or copy any portion of the Sites or Content, through the use of indexing agents, spiders, scrapers, bots, web crawlers, deep-link, or other automated devices or mechanisms.
g. You will not use the Sites to post, transmit, input, upload, or otherwise provide any information or material that contains any viruses, worms, Trojan horses, malware, ransomware, adware, or other harmful computer code that may disable, damage, impair, or otherwise interfere with the Sites, the servers used to make the Sites available, or any other network, computers, hardware, software or systems.
h. You shall not access any Account of which you are not the authorized user.
i. You will not engage in activities that aim to render the Sites or associated services inoperable or to make their use more difficult.
j. You may not frame, mirror, or circumvent the navigational structure of any part of the Sites.
k. You may not upload, distribute, transmit, or post anything to or through the Sites that: (i) is fraudulent, libelous, obscene, pornographic, indecent, violent, offensive, hate speech, harassing, threatening, defamatory, harms another person, or the like; (ii) invades the privacy of another or includes the confidential or proprietary information of another; or (iii) is protected by intellectual property rights without the express prior written consent of the owner of such intellectual property rights.
l. You may not engage in any conduct while using the Sites that Company considers inappropriate, unauthorized, or contrary to the intended purpose of the Sites.
We reserve the right to prohibit access, use, conduct, communications, or content that we, in our sole discretion, deem to be harmful to the Sites, the Content, us, our mission, or any other person or entity, or that violates these Terms and/or applicable law.
Financial Information. Information about our collection and use of financial information is described in our Privacy Policy and in any contract we have with you regarding your application. If you decide to provide us with access to your bank statements or bank account, you confirm that you have all rights necessary to do so, such information is accurate and complete, and you are not submitting financial or other personal information on behalf of a third party.
Feedback and Other Content Submitted By You. If you submit comments or feedback to us regarding the Sites or its Content, or any other comments, questions, requests, content or information that is not Personal Information (“Feedback”), we may use any comments and feedback that you send us in our discretion and without attribution or compensation to you.
You Consent To Receive Texts. You expressly agree that Company may send you recurring text messages to the mobile phone number you provided, whether manually or using an automated telephone dialing system. You confirm that the mobile phone number you provided is owned and used solely by you (or the company you work for). You agree to promptly notify and update Company when your mobile phone number changes. You are not required to consent to this Section in order to receive products or services from Company and you can opt-out at any time. Text “STOP” to stop and “HELP” for help to the number you received the message from at any time. Message and data rates may apply. For more information, you can contact us at 833-747-3927 or help@vontive.com.
Our Posts on Social Media. Links to Company’s social media pages (e.g., LinkedIn and Medium) are included on the Sites (“Social Media Pages”). Because anyone may post or tag on Social Media Pages, posts do not necessarily reflect Company’s views. We reserve the right to remove anything from our Social Media Pages, in our sole discretion. We may also take steps to block users from access to our Social Media Pages who violate these Terms. If we follow, like, favorite, share, or re-post an individual’s content on our Social Media Pages, that is not an endorsement of that third party or any service or company they represent.
Your Posts on Social Media. We may or may not review content you and other third parties post on our Social Media Pages. We may remove anything that we deem offensive, inappropriate or inconsistent with the vision of Company posted on our Social Media Pages. We may work with third-party service providers of the Social Media Pages to block users who are being offensive, abusive, disruptive or otherwise violating these Terms or applicable laws. We will treat all information posted to our Social Media pages as non-confidential.
NO WARRANTY. THE SITES AND CONTENT, AND ALL SERVICES PROVIDED THROUGH THE SITES, ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, COVENANTS OR CONDITIONS OF ANY KIND WITH RESPECT TO THE SITES AND CONTENT, AND ALL SERVICES PROVIDED THROUGH THE SITES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES OR CONDITIONS ARISING FROM STATUTE, SUCH AS COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT WARRANT OR ENDORSE ANY THIRD-PARTY CONTENT.
COMPANY MAKES COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT ALL CONTENT ON THE SITES IS ACCURATE AND RELIABLE, BUT NEITHER ACCURACY NOR RELIABILITY ARE GUARANTEED. COMPANY DOES NOT WARRANT OR GUARANTEE THE QUALITY, COMPLETENESS, TIMELINESS, OR AVAILABILITY OF THE SITES OR CONTENT. COMPANY DOES NOT WARRANT OR GUARANTEE THAT THE SITES OR CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY DEFECTS IN THE SITES OR CONTENT WILL BE CORRECTED, OR THAT THE SITES OR THE SERVERS THAT MAKE THE SITES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL CONDITIONS OR COMPONENTS.
THE LAWS OF CERTAIN JURISDICTIONS MAY NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS.
LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS DIRECTORS, OFFICERS, OWNERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES, CONSULTANTS, AGENTS, SUPPLIERS, ATTORNEYS OR LICENSORS, OR ITS OR THEIR SUCCESSORS AND ASSIGNS (TOGETHER, “COMPANY PARTY(IES)”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE, LOSS OF DATA, LOSS OF USE, LOST PROFITS, OR LOST REVENUE, ARISING OUT OF OR IN CONNECTION WITH THE SITE OR CONTENT, OR YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE OR CONTENT, REGARDLESS OF THE FORM OF ACTION, WHETHER THE CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR OTHERWISE, AND EVEN IF A COMPANY PARTY HAS EXPRESS KNOWLEDGE OF THE POSSIBILITY OF THE LOSS OR DAMAGE. YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP ACCESSING AND USING THE SITE OR CONTENT.
WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE COMPANY PARTIES ARISING OUT OF OR IN CONNECTION WITH THE SITE OR CONTENT, OR YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE OR CONTENT EXCEED $100 U.S.D., EVEN IF ANY REMEDY PROVIDED FAILS OF ITS ESSENTIAL PURPOSE.
THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
INDEMNIFICATION. YOU SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE COMPANY PARTIES FROM AND AGAINST ALL LOSSES, CLAIMS, LIABILITIES, DEMANDS, COMPLAINTS, ACTIONS, DAMAGES, JUDGMENTS, SETTLEMENTS, FINES, PENALTIES, EXPENSES, AND COSTS (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND OTHER LEGAL FEES) THAT ARISE OUT OF OR IN CONNECTION WITH (A) YOUR VIOLATION OF APPLICABLE LAWS, (B) YOUR MISUSE OF THE SITE OR ANY CONTENT, (C) YOUR BREACH OF THESE TERMS OR ANY OTHER TERMS ON THE SITE; AND (D) YOUR INFRINGEMENT OR MISAPPROPRIATION OF COMPANY’S OR ANY THIRD PARTY’S INTELLECTUAL PROPERTY. WE RESERVE, AND YOU GRANT TO US, THE EXCLUSIVE RIGHT TO ASSUME THE DEFENSE AND CONTROL OF ANY SUCH MATTER (SUBJECT TO YOUR CONTINUING INDEMNIFICATION OBLIGATIONS HEREIN).
Third-Party Websites and Content. The Sites may link to, or be linked to, websites not maintained or controlled by Company. Those links are provided as a convenience to the visitors of our Sites. Company is not responsible for examining or evaluating the content or accuracy of third-party websites linked through the Sites. Company does not warrant or endorse any third-party website or any products or services made available through those websites. When leaving the Sites, it is the terms and privacy policy of that third party that govern your use of the third-party site (and such third-party’s use of your Personal Information), not these Terms.
The Sites also contains certain third-party Content. We provide third-party content for your convenience, not as an endorsement. The presence of third-party Content does not mean that Company has reviewed the third-party Content or that there is any association between Company and any third party. You access third-party Content at your sole risk. Company has no responsibility for any third-party Content. Nothing in these Terms grants you any rights to any third-party Content.
Linking to the Sites. You are prohibited from linking to these Sites on your website or elsewhere without the prior express written consent of Company. If Company grants you a right to link to this Sites, certain terms may apply, and Company reserves the right to revoke such consent at any time. You are responsible for any costs incurred by Company in enforcing its rights under this Section.
Use in the United States. The Sites are intended for use in the United States only. We do not guarantee that use of the Sites will be available or permitted in any location other than the United States. If you choose to access the Sites from a location other than the United States, you do so at your own risk.
THE EXISTENCE OF THIS SITE OR ANY CONTENT SHALL NOT BE CONSTRUED AS COMPANY OR THE COMPANY PARTIES OFFERING SUCH SITE OR CONTENT TO PERSONS IN JURISDICTIONS WHERE THE PROVISION OF SUCH SITE OR CONTENT IS PROHIBITED BY LAW.
Termination. If you violate applicable laws or these Terms, you are immediately prohibited from further use of the Sites or Content, and we may restrict your access to the Sites or Content (including terminating access to your Account). Company may suspend or terminate the Sites or any Content, in whole or in part, at any time in its sole discretion for any reason. In addition, Company may suspend or terminate your Account, in whole or in part, temporarily or permanently. Company shall not be liable to you or anyone else for any damages arising from or related to Company’s suspension or termination of your access to your Account, the Sites or the Content, or in the event Company modifies, discontinues or restricts the availability of your Account, the Sites or the Content (in whole or in part).
Sites Unavailability. Without limiting the generality of the previous section, the Sites (including your Account) or Content may be unavailable or limited for various reasons, and we shall not be liable to you for any such unavailability, including without limitation (a) hardware, software, server, network, or telecommunications failures, (b) severe weather, war, riot, act of God, fire, earthquake, strike, labor shortage, pandemic, quarantine (or similar orders), COVID-19, etc., (c) regulatory restrictions and other acts of government, (d) interruptions due to utility and power companies, and (e) interruptions due to hacking or other malicious intrusion.
YouTube. The Site may contain videos and embedded content provided by YouTube, including visible content and/or feeds scripts embedded in the Site’s code. Our use of YouTube content requires us to implement certain application programming interfaces (APIs) from YouTube, which allow for data collection, disclosure and use by YouTube pursuant to the Google Privacy Policy available here. By watching the videos and interacting with such content, you agree to the collection and use of such data. You may revoke YouTube’s access to your data by visiting the Google security settings page available here.
Cooperation with Law Enforcement. Company will cooperate with law enforcement if you are suspected of having violated applicable laws. YOU WAIVE AND HOLD COMPANY AND THE COMPANY PARTIES HARMLESS FOR ANY COOPERATION WITH, OR DISCLOSURE OF YOUR INFORMATION TO, LAW ENFORCEMENT RELATING TO YOUR SUSPECTED VIOLATION OF APPLICABLE LAWS.
Governing Law. Unless otherwise required by applicable law, these Terms, and your access to and use of the Sites, are governed by the laws of the State of Washington, without regards to its conflict of laws principles. Unless otherwise required by applicable law, and except as provided in the following Section, venue is exclusively in the state or federal courts, as applicable, located in King County, Washington. The parties expressly agree to the exclusive jurisdiction of those courts. Any cause of action or other claim brought by you with respect to the Sites or Content must be commenced within one (1) year after the cause of action or claim arises.
BINDING ARBITRATION. YOU AGREE TO RESOLVE ANY DISPUTES ARISING UNDER THESE TERMS OR RELATING TO THIS SITE THROUGH BINDING ARBITRATION, ON AN INDIVIDUAL BASIS, AS SET FORTH BELOW.
(a.) WAIVER. YOU UNDERSTAND THAT BY AGREEING TO BINDING ARBITRATION ON AN INDIVIDUAL BASIS, (I) YOU ARE GIVING UP YOUR RIGHT TO A TRIAL BY JURY AND (II) YOU MAY NOT BRING A CLAIM AGAINST COMPANY IN A CLASS ACTION LAWSUIT, AND THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN ONE OR MORE PARTY’S CLAIMS IN A CLASS OR PROCEEDING. In the event a court determines that the foregoing is unenforceable, then such claim must be severed from the arbitration and brought in court, subject to Company’s right to appeal.
(b.) Good Faith Discussions. You and Company must first attempt to resolve any dispute by good faith discussions or email. If the parties cannot resolve a dispute with good faith discussions, then either party may submit the dispute to binding arbitration as set forth in these Terms.
(c.) Rules. You and Company agree that arbitration will be conducted by the American Arbitration Association (“AAA”) in accordance with its Consumer Arbitration Rules, then in effect and as amended herein (the “Rules”). The Rules can be found at: https://www.adr.org/Rules. You and Company agree that this agreement to arbitrate involves a transaction of interstate commerce and therefore the Federal Arbitration Act will govern the interpretation and enforceability of this agreement to arbitrate.
(d.) Arbitrator. Arbitration shall be before one (1) arbitrator who shall have exclusive authority to resolve any disputes arising under these Terms or with regard to the Sites, including as to the enforceability and/or formation of this agreement to arbitrate made between you and Company.
(e.) Location. You agree that arbitration shall take place exclusively in King County, Washington. However, where the disclosed claims or counterclaims do not exceed $25,000, the dispute may be resolved by the submission of documents only/desk arbitration (see the Rules for more details). Either party may, however, ask for a hearing, or the arbitrator may decide a hearing is necessary.
(f.) Time Limit. Any claim by you arising in connection with the Sites must be commenced by you within one (1) year of the dispute giving rise to the claim.
(g.) Confidentiality. The arbitration and information disclosed during arbitration may not be disclosed to any third-party except as required by law. The parties will not make any comments or announcements to the public about the subject matter or outcome of any arbitration.
(h.) Changes to this Agreement to Arbitrate. If Company modifies this arbitration provision, you may reject that change by sending Company written notice within thirty (30) days of our posting of the change, in which case we will terminate your Account and you may not longer access or use the Site or its Content.
(i.) The Arbitrator’s Decision. The arbitrator’s decisions and judgement will be final and binding on the parties, but will have no precedential effect. The arbitrator shall not have the authority to award damages outside of those set forth in these Terms.
(j.) Costs and Expenses. Each party shall pay their own expenses and fees, including their own attorneys’ fees, arising from arbitration, unless the arbitrator determines that your claims were improper or frivolous, in which case the arbitrator may require you to reimburse us for certain fees and expenses in accordance with the Rules.
(k.) Exceptions. Notwithstanding anything to the contrary in this Section, you and Company each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s intellectual property rights.
Terms Applicable to New Jersey Customers. No provision in these Terms shall apply to any consumer in New Jersey if the provision limits remedies for (i) negligence, (ii) products liability claims, (iii) the punitive damages laws, (iv) the New Jersey Uniform Commercial Code, or (v) failure to reasonably protect against harm arising from certain criminal acts of third parties (e.g., computer hacking and identity theft). The provisions of these Terms concerning the exclusion or limitation of certain damages are not applicable in New Jersey with respect to statutory damages, punitive damages, loss of data, and loss of or damage to property. Company reserves all rights, defenses, and permissible limitations under the laws of New Jersey and under the laws of your state of residence.
Assignment. We may assign our rights and delegate our duties under these Terms at any time to any party without notice to you. You may not assign your rights or delegate your duties under these Terms without our prior written consent. These Terms inure to the benefit of Company’s successors and assigns.
Entire Agreement. These Terms, the Privacy Policy, and any terms posted throughout the Sites (if any) are the entire agreement between you and Company with respect to your access to and use of the Sites and its Content. In the event of a conflict between these Terms and our Privacy Policy, our Privacy Policy will control.
Waiver. Company’s failure to enforce any provision of these Terms will not constitute a waiver of that provision or any other provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Company.
Severability. If any provision of these Terms is held invalid, void, or unenforceable, that provision will be severed from the remaining provisions and the remaining provisions will remain in full force and effect. The headings in these Terms are for convenience only and do not affect the interpretation of these Terms.
Electronic Communications. These Terms and any other documentation, agreements, notices, or communications between you and Company may be provided to you electronically to the extent permissible by law. Please print or otherwise save a copy of all documentation, agreements, notices, and other communications for your reference.
Contact Us. Please direct any questions and concerns regarding these Terms to us at: info@rfsfunding.com
Affiliated Brokers
RFS Affiliate and/or Referral Agreement Please read the agreement carefully. This Affiliate Referral
Agreement (hereinafter the “Agreement”) is entered into between Rapid Funding Solutions, LLC.
(hereinafter “Broker” or “Rapid Funding Solutions”) and the undersigned (hereinafter “Referrer”), or
collectively as “The Parties”.
1. Purpose of Agreement. This Agreement between the parties identifies and authorizes the
payment of a referral fee (the “Referral Fee” herein) by Broker to Referrer based on commissions
received by Broker for transactions conducted on behalf of clients referred to Broker by Referrer.
2. Client Defined. “Client” herein means an individual, business, company, or other entity for whom
Referrer has contacted, consulted with, contracted with, and/or introduced to Broker for the purpose
of Broker endeavoring to financing or other services for which Broker may receive a commission
from a third party.
3. Referred Client Defined. “Referred Client” herein means a Client that meets each of the following
requirements during the effective term of this Agreement: (A) the Client is introduced or referred by
Referrer to Broker; (B) the Client agrees in writing for Broker to provide consulting or other services
within the scope of Broker’s customary and usual business; (C) Broker obtains financing, working
capital, factoring, or provides other products or services for which Broker actually receives a
commission fee; and (D) the Client accepts the financing or other services obtained by Broker.
Referrer may refer the Client to Broker by any means of communication, online submission, written
or oral. During the effective term of this Agreement, any Client referred by Referrer will become a
Referred Client if the provisions of this Section are met, unless the parties to this Agreement directly
agree in writing that such Client, individual, business, company, or other entity is not to be
considered a Referred Client.
4. Role of Rapid Funding Solutions. Rapid Funding Solutions is authorized to receive client
referrals from Referrer. This Agreement does not authorize Rapid Funding Solutions to act as an
agent, representative, or assign for Referrer or any Client, nor does this Agreement require Rapid
Funding Solutions to be bound to anything other than the rights and duties directly outlined herein.
Rapid Funding Solutions is and shall be an independent contractor and not an employee, agent,
representative, affiliate, partner, or joint venture of Referrer or Client and Rapid Funding Solutions
shall not make any assertion that could lead the Client to believe that Rapid Funding Solutions is an
employee, agent, representative, affiliate, partner, or joint venture of Referrer or Client. Rapid
Funding Solution’s interest in any transaction(s) entered into between Client and any lender or
financing company or other services company is and will be only the commissions due to Broker and
will otherwise be non-participating in such transaction(s). This Agreement is not exclusive to either
party, and Rapid Funding Solutions shall be free to perform similar services for other parties, and
Referrer shall be free to refer other clients to other brokers. In no event shall Rapid Funding
Solutions perform any act in connection with this Agreement, which (i) would require Rapid Funding
Solutions to be registered as an investment advisor or broker-dealer or (ii) is in violation of any state
of federal securities laws.
5. Representations from Broker to Referrer Concerning Clients. Referrer recognizes and
confirms that Broker: (i) will be using and relying primarily on the information from the Client,
Referrer, and information available from generally recognized public sources in performing the
services contemplated hereunder without having independently verified the same; (ii) does not
assume responsibility for the accuracy of completeness of the information; and (iii) does not make
an appraisal of any of the assets of the Client. All other representations from Broker to Referrer
concerning the Client will be good-faith representations of Client’s business, financial status, and the
like, and will not be made for the purpose of deceiving or making intentional misrepresentations to
Referrer.
6. Indemnification. To the fullest extent allowed by law, Referrer shall indemnify, defend, and hold
harmless Broker and its officers, members, directors, employees, agents, representatives, heirs,
executors, and successors from and against any and all loss, costs, penalties, fines, damages,
claims, expenses (including attorney’s fees), and liabilities arising out of, resulting from, or in
connection with the relationship and services contemplated by this Agreement. Referrer agrees to
indemnify, defend, and hold harmless Broker for claims from a Client, Referred Client, or third party
stemming from the relationship between the Client, Referred Client, or third party and Broker after
referral of a Client by Referrer to Broker pursuant to this Agreement.
7. Broker Has No Obligation to Conduct Business with a Client. Broker shall have the right, in its
sole discretion, not to enter into a transaction with any Client introduced by Referrer for any reason
or no reason at all.
8. Payment/ Referral Fee. In the event that a Client becomes a Referred Client as defined in
Section 3 during the effective term of this Agreement, Rapid Funding Solutions agrees to pay the
following fee to Referrer: a percentage of commissions received, whether it is a one time, or ongoing
commission payment, for the term of the Client’s funding contract based on gross per 30 day period
(usually per month). Multiple payments during a month may be made in a single payment at the end
of the month, with an outlined accounting. The agreed-to referral fee will be reflected through the
Commission Schedule Section 8A below and may only change when agreed to and in writing by the
parties. A W-9 must be submitted to Broker within 10 days from the effective date of this agreement
in order to submit fee to Referrer. Payment may be held until Referrer presents the proper W-9.
9 Refunds. The monthly subscription is non-refundable as once digital services are consumed they
cannot be returned.
Commission Schedule
9A – 30% of the commission received by the actively engaged broker or 20% for just referral
members (non-brokers). Parties are all independent contractors and have no legal affiliation
outside of this agreement. If any party fully originates, processes and funds a client not associated
with this partnership and its efforts, that party does not have a duty to pay any commission to the
other parties. Rapid Funding Solutions shall make payment of the Referral Fee to Referrer within
thirty (30) days of receipt and clearing of a commission by Rapid Funding Solutions directly related
to services provided to a Referred Client. Upon each receipt of a commission as contemplated by
this Section, Rapid Funding Solutions will promptly pay the Referral Fee outlined in this Section to
Referrer within thirty (30) days of receipt and clearing of each such commission.
10. Non-solicitation. Referrer agrees not to submit the referral to any other institutions, agents,
brokers, banks, etc. after the referral is submitted to Rapid Funding Solutions. If Rapid Funding
Solutions fails to complete the funding, Rapid Funding Solutions, will release and return the referred
client to Referrer for reassignment. Failure to maintain this clause is an automatic breach of contract
and the party that caused the breach will forfeit all rights to current and future monies due to them.
11. Duration of Agreement. This Agreement shall remain in effect for a period of three (3) years
from the effective date of this Agreement. The effective date shall be the date on which Broker’s
agent, representative, officer, or attorney signs the Agreement. If a Client referred to Broker during
the term of this Agreement becomes a Referred Client within six (6) months of the expiration of this
Agreement, Broker shall pay the Referral Fee defined in Section 8 to Referrer.
12. Mandatory Disclosures by Referrer. Prior to or contemporaneous with referring a Client to
Broker, Referrer must disclose the following information to Broker to the fullest extent of Referrer’s
knowledge: (A) Whether Referrer has previously attempted to secure real estate, equipment or
vehicle financing or other services on behalf of Client; (B) Whether Referrer has previously done
business with the Client, and the extent and nature of such business; and (C) Whether the Client is
presently involved in litigation and the nature of such litigation, may face litigation in the future, or
has or will be declaring bankruptcy or is planning to declare bankruptcy. Referrer shall not be entitled
to the Referral Fee outlined in Section 8 of this Agreement if Referrer fails to make disclosures
pursuant to this Section or if Referrer intentionally, knowingly, recklessly, or negligently withholds
information contemplated by this Section from Broker, if Referrer simply behaves irresponsibly
and/or untimely in communication with client to assist in responsibilities to successfully bring a
transaction to close. In the case of a lender required buy back, due to reasons known or unknown
before, during, or after funding, all parties will participate in the remedy, monetarily or otherwise,
pursuant to each party’s commission share.
13. In the event of any controversy or claim arising out of or relating to this agreement, or a
breach thereof, the parties hereto shall first attempt to settle the dispute by mediation, administered
by the American Arbitration Association under its [Mediation Rules]. If a settlement is not reached
within sixty days after service of a written demand for mediation, any unresolved controversy shall
be settled by arbitration administered by the American Arbitration Association under its Commercial
Arbitration Rules. The number of arbitrators shall be two. The place of arbitration shall be Overland,
Park. Kansas law shall apply. Judgment on the award rendered by the arbitrator(s) may be entered
in any court having jurisdiction thereof, if required.
14. Termination. Notwithstanding any other provision of this Agreement, either of the Parties may
terminate this Agreement at any time by giving thirty (30) days’ written notice to the other. Notice of
termination shall be deemed effective on its receipt by the other party. Upon termination of this
Agreement, Broker shall have no further obligation to provide any services or Referral Fee to
Referrer (except as described in Section 9).
15. Amendment and Waiver. Any provision of this Agreement may be amended or waived if, and
only if, such amendment or waiver is in writing and signed, in the case of amendment, by duly
authorized representatives of all parties hereto, or in the case of waiver, by the party against whom
the waiver is to be effective. No failure or delay by a party in exercising any right, power, or privilege
hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights
and remedies provided shall be cumulative and not exclusive of any rights or remedies provided by
law.
16. Severability. If any term or provision (or any portion thereof) of this Agreement is determined by
a court to be invalid, illegal, or incapable of being enforced by any rule of law or public policy, all
other terms and provisions (or other portions thereof) of this Agreement shall nevertheless remain in
full force and effect so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any term or provision (or any portion thereof), is invalid, illegal, or incapable
of being enforced, this Agreement shall be deemed to be modified so as to effect the original intent
of the parties as closely as possible to the end that the transactions contemplated hereby and the
terms and provisions hereof are fulfilled to the greatest extent possible.
17. Entire Agreement. This document constitutes the final, complete, and exclusive embodiment of
the entire agreement and understanding between the parties related to the subject matter hereof as
of the date of the execution of this Agreement and supersedes all prior or contemporaneous
understandings, agreements, or representations by or between the parties, whether written or oral.
18. Construction/Headings. The headings and sub-headings herein are included for the
convenience of reference only and will be ignored in the construction or interpretation of this
Agreement. Neither Party hereto, nor its respective counsel, will be deemed the drafter of this
Agreement, and all provisions of this Agreement will be construed in accordance with their fair
meaning, and not strictly for or against either Party hereto.
19. Governing Law. This Agreement shall be construed in accordance with and governed by the
laws of the State of Kansas. Venue for any civil action filed arising from any dispute concerning this
Agreement shall lie solely in Johnson County, Kansas, and the parties to this Agreement consent to
personal and subject matter jurisdiction of the District Courts of Johnson County, Kansas.
20. Successors and Assigns. This Agreement is intended to bind and insure to the benefit of and
be enforceable by the successors and assigns of all parties hereto. This Agreement may not be
assigned, pledged, or otherwise be transferred, whether by operation of law or otherwise, without
prior written consent of the other party.
21. Counterparts. This Agreement may be executed on separate counterparts, any one of which
need not contain signatures of more than one party, but all of which taken together will constitute one
and the same Agreement.
22. Confidentiality. The Affiliate agrees to respect the integrity and tangible value of this agreement
between them. THIS AGREEMENT is a perpetuating guarantee for five (5) years from the date of
execution and is to be applied to any and all transactions present and future, of the introducing party,
including subsequent follow-up, repeat, extended, renegotiated, and new transactions regardless of
the success of the project. Because of THIS AGREEMENT, the Parties involved in this transaction
may learn from one another, or from principals, the names and telephone numbers of investors,
borrowers, lenders, agents, brokers, banks, lending corporations, individuals and/or trusts, or buyers
and sellers hereinafter called contacts. The Referrer acknowledges, accepts and agrees that the
identities of the contacts will be recognized as exclusive and valuable contacts of Rapid
Funding Solutions and will remain so for the duration of this agreement. The Referrer agrees
to keep confidential the names of any contacts introduced or revealed to the other party, and that
their firm, company, associates, corporations, joint ventures, partnerships, divisions, subsidiaries,
employees, agents, heirs, assigns, designees, or consultants will not contact, deal with, negotiate or
participate in any transactions with any of the contacts without first entering a written agreement with
Rapid Funding Solutions who provided such contact unless that given prior written permission. Such
confidentiality will include any names, addresses, e-mail address, telephone, telex, facsimile
numbers, and/or other pertinent information disclosed or revealed to Affiliate. The Affiliate agrees not
to disclose, reveal or make use of any information during discussion or observation regarding
methods, concepts, ideas, services, or proposed new services, nor to do business with any of the
revealed contacts without the written consent of Rapid Funding Solutions, LLC. In case of
circumvention, the Affiliate agrees and guarantees that they will pay a legal monetary penalty that is
equal to the commission or fee the circumvented Party should have realized in such transactions, by
the person(s) engaged on the circumvention for each occurrence.