This Affiliate Referral Agreement (“Agreement”) is made and entered into on the Effective Date of Agreement specified below by and between the person signing this agreement hereinafter referred to as “REFERRER” and Sense Financial Services LLC (“SFS”). SFS and REFERRER are hereinafter collectively referred to as “Parties”.
WHEREAS, SFS is in Financial Services business which includes Facilitation Services of Self Directed IRA and 401(k) with Checkbook Control (collectively referred as “Checkbook IRA”).
WHEREAS, REFERRER desires to rely upon SFS to provide Checkbook IRA Facilitation Services to REFERRER clients or leads. This applies to new leads only, not already in SFS database. SFS desires to use REFERRER to promote and market Checkbook IRA to its clients or leads.
NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions set forth below, the parties hereto agree as follows:
Purpose: The purpose of this Agreement is to promote and achieve the effective marketing of Checkbook IRA Facilitation Services during the term of this Agreement.
Financial Services: SFS may provide Financial Services to all REFERRER clients, employees and other prospects that respond to REFERRER marketing program, as more fully set forth herein. REFERRER clients have no obligation to use services of SFS.
Marketing Services: REFERRER agrees to work with SFS to develop and implement a program to market SFS Services using a variety of marketing resources, services, methods and media.
Full Power: Each party represents that it has full power, authority and capacity to enter into this Agreement and to perform its obligations hereunder and that this Agreement constitutes its legal, valid, binding and enforceable obligation. All corporate actions and all consents, resolutions and approvals necessary for the execution of this Agreement and the performance of its terms have been taken and/or received, and the person executing this Agreement for each party has full authority and capacity to enter into, execute and deliver the same on its behalf.
Compliance with Laws: During the term of this Agreement each party shall comply with all applicable federal, state and local laws and regulations regarding the performance of its responsibilities under this Agreement.
Relationships: Nothing in this Agreement shall be construed as constituting a partnership, joint venture or other association of any kind, or agent/principal relationship between the parties hereto. The relationship between the parties is an independent contractor relationship. Each party and their respective employees, agents and subcontractors, are not to be considered employees of the other for any purpose whatsoever. Each party agrees and acknowledges that it is solely responsible for determining the method and means by which it will accomplish the services called for under the Agreement and will otherwise fulfill its obligations hereunder.
Term and Compensation: This Agreement shall be effective as of the Effective Date of Agreement (the “Effective Date”). The term of this Agreement shall be one (1) year from the Effective Date, unless sooner terminated in accordance with the terms hereof. After expiration of the initial term, this Agreement will continue on a month-to-month basis. The Agreement may be terminated by either party upon written notice to the other party. Termination of the Agreement shall not affect SFS’s obligation to pay REFERRER the Referral Fee for a Qualifying Transaction registered prior to the termination date.
As full compensation for the marketing services to be performed hereunder, SFS agrees to pay REFERRER a flat fee of two hundred dollars ($200.00) per qualifying transaction.
If after initial marketing campaign Prospective Client is not converted into Client, 2nd level marketing campaign will be scheduled for the lead. If then the lead responds and is converted at the deeply discounted pricing, the referral fee to the REFERRER will be one hundred dollars ($100).
Payment is due to REFERRER upon full payment by the client to SFS and is then due to REFERRER by the 20th of each month. The Referral Fee is predicated on the volume of REFERRER clients referred to SFS. To be eligible for a Referral Fee, REFERRER must identify Prospective Clients directly to SFS by submitting referral report or emailing directly to SFS.
Use of Names: Neither party will use the other’s names, logos, service marks or trademarks except as specifically contemplated or as authorized in writing by the other party.
Assignment: Neither party may assign or transfer this Agreement or any of its rights or obligations hereunder, or contract with any third party to perform any of its responsibilities or obligations relating to this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any such attempted assignment without the prior written consent of the other party shall be void and without effect.
Governing Law: This Agreement shall be interpreted, governed, construed and enforced in accordance with the laws of Orange County, California, including any laws limiting the power of arbitrators, without regard to any conflict of laws principles.
Entire Agreement: This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements, arrangements and understandings relating thereto.
Non-Waiver and Forbearance: Any failure by a party to exercise its rights and remedies hereunder shall not be construed as a waiver of such rights or remedies, which waiver can only be given in writing and shall apply only to the specific instance for which it is given and not to any other or subsequent instance. The rights and remedies of the parties hereunder are cumulative and may be exercised concurrently, independently or successively.
Hold Harmless: SFS will indemnify and hold REFERRER and its affiliates, and the officers, directors, employees and agents of REFERRER and its affiliates, harmless from any liability, claim, loss, cost, legal expenses (including suits, claims, proceedings, damages, and costs arising from or relating to any third-party claim), incurred by or alleged by or alleged against SFS or any of SFS affiliates, and the officers, directors, employees and agents arising from or related to the Agreement or any of the activities of SFS.
REFERRER will indemnify and hold SFS and its affiliates, and the officers, directors, employees and agents of SFS and its affiliates, harmless from any liability, claim, loss, cost, legal expenses (including suits, claims, proceedings, damages, and costs arising from or relating to any third-party claim), incurred by or alleged by or alleged against REFERRER or any of REFERRER affiliates, and the officers, directors, employees and agents arising from or related to the Agreement or any of the activities of REFERRER.