PCSgrades Real Estate Broker/Agent Referral Standing Agreement

This Referral Agreement (this “Agreement”) is by and between DOD Services, LLC dba PCSgrades (“PCSgrades”), and the counterparty identified in the signature block below (“Broker/Agent”), effective as of the date of the later signature below (the “Effective Date”). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties intending to be legally bound, agree as follows:

  1. Referral Services –PCSgrades shall provide the services described below (“Referral Services”) to Broker/Agent on or through the ratings and review website located at www.pcsgrades.com (the “Referral Site”). Promptly after the Effective Date, PCSgrades shall make Broker/Agent’s profile available on the Referral Site and maintain such profile on the Referral Site throughout the Term. The parties acknowledge and agree that (i) users accessing the Referral Site will have the ability to contact Broker/Agent directly through the site; (ii) PCSgrades does not represent or warrant that users of the Referral Site will enter into a listing or buyer’s representation agreement with the Broker/Agent; (iii) PCSgrades will have no obligations under any listing or buyer’s representation agreement between Broker/Agent and any user of the Referral Site; and (iv) Broker/Agent may not refer any user referred to Broker/Agent through the Referral Site to any other Broker/Agent.
  2. PCSgrades Generated Referrals – Payments for transactions involving a client of Broker/Agent where the client did not first learn about the Referral Site through the Broker/Agent (including the Broker/Agent’s_marketing materials) and the Referral Site is used by the client prior to deciding to work with the Broker/Agent. (See Attachments.)
    • Broker/Agent agrees to pay PCSgrades 35% of the gross commission received by the Broker (the “Referral Commission”) for each transaction closed.
    • In states where rebates are allowed to clients, Broker/Agent understands and agrees that PCSgrades will pay the client a rebate in the amount of 20% of the gross commission received by the Broker (the “Client Commission”).
  3. Broker/Agent Generated Referrals – Payments for transactions involving a client of Broker/Agent where the client did first learn about the Referral Site through the Broker/Agent (including the Broker/Agent’s marketing materials) and the Referral Site is used by the client.(See Attachments.)
    • Broker/Agent agrees to pay PCSgrades 25% of the gross commission received by the Broker (the “Referral Commission”) for each transaction closed.
    • In states where rebates are allowed to clients, Broker/Agent understands and agrees that PCSgrades will pay the client a rebate in the amount of 20% of the gross commission received by the Broker (the “Client Commission”).
  4. Broker/Agent to Broker/Agent Referrals – Payments for transactions when a Broker/Agent who is registered with the Referral Site and refers a client (“Referring Broker/Agent”) to another Broker/Agent who is also registered on the Referral Site (“Referred Broker/Agent”).
    • If the Referring Broker/Agent canshow proof of an established working relationship with the Referred Broker/Agent prior to the Referring Broker/Agent registering with the Referral Site, the Referring Broker/Agent is not obligated to refer the client through the Referral Site.
    • If the Referring Broker/Agent cannotshow proof of an established working relationship with the Referred Broker/Agent prior to the Referring Broker/Agent registering with the Referral Site, the Referring Broker/Agent is obligated to refer the client through the Referral Site.
    • In any case, if the client is referred to the Referral Site to facilitate a Broker/Agent to Broker/Agent Referral:
    • Referred Broker/Agent agrees to pay PCSgrades 35% of the gross commission received by the Referred Broker (the “Referral Commission”) for each transaction closed.
    • In states where rebates are allowed to clients, Broker/Agent understands and agrees that PCSgrades will pay the client a rebate in the amount of 20% of the gross commission received by the Referred Broker (the “Client Commission”) and will pay the Referring Broker/Agent 7.5% of the gross commission received by the Referred Broker.
    • In states where rebates are not allowed to clients, Broker/Agent understands and agrees that PCSgrades will pay the Referring Broker/Agent 17.5% of the gross commission received by the Referred Broker.
  5. Payments – Referral Commissions resulting from the Referral Services shall be paid within fourteen (14) calendar days of transaction closing and funding by company check, ACH, or wire transfer.  Notwithstanding anything to the contrary in this Agreement, Broker/Agent shall not be obligated to pay any Commission to PCSgrades under this Agreement in connection with a transaction (i) for which the Broker/Agent and client had entered into an agreement for representation prior to the date of this Agreement, (ii) if the Closing of the transaction occurs more than twenty four (24) months after the date on which the client first made contact with the Broker/Agent; or (iii) if the transaction was not the result of Broker/Agent’s use of the Referral Site with respect to the Client Commission or the client’s reference of the Referral Site with respect to the Referral Commission.
  6. Notifications by Broker/Agent – Broker/Agent agrees to notify PCSgrades on two separate occasions: 1) within forty-eight (48) hours after a user of the Referral Site contacts Broker/Agent with the prospect of becoming a client of Broker/Agent (the “Preliminary Notice”). 2) And within forty-eight (48) hours after Broker/Agent accepts a contract on a transaction involving such client (the “Contract Notice”). The Contract Notice will include the buyer’s name, the seller’s name, the property location, the sales price, the anticipated closing date, and the title company through which the transaction will be closed (the “Title Company”). Broker/Agent agrees to notify the Title Company that PCSgrades is due the Commission (as defined above) at the closing of the transaction and, if Broker/Agent is unable to provide such notification for any reason, Broker/Agent hereby authorizes PCSgrades to provide such notification.
  7. Licenses Grant – Broker/Agent hereby grants PCSgrades, and PCSgrades hereby accepts, a non-exclusive, royalty free right and license to reproduce, publicly display, transmit and broadcast information and materials provided by Broker/Agent to PCSgrades for the sole purpose of providing the Referral Services.
  8. Non-Exclusivity – This Agreement does not grant exclusive rights to PCSgrades to act as referrer on behalf of Broker/Agent and PCSgrades shall have no rights under any other referral agreements entered into by Broker/Agent. Nothing in this Agreement limits the ability of either party to enter into other agreements with third parties with respect to arrangements similar in nature to or the same as those covered under this Agreement.
  9. Term and Termination – The term of this Agreement will begin on the Effective Date and, unless earlier terminated in accordance with this Section, will continue for one year (the “Initial Term”). Thereafter, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term” and, together with the Initial Term, the “Term”) unless one party provides the other party with notice of termination at least thirty (30) days prior to the end of the then-current term. Sections 2 through 11 shall survive any termination or expiration of this Agreement.
  10. Limitation of Liability – NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PCSGRADES MAXIMUM LIABILITY UNDER THIS AGREEMENT SHALL BE THE AMOUNT DUE AND PAYABLE BY BROKER/AGENT UNDER THIS AGREEMENT DURING THE PRECEDING SIX-MONTH PERIOD. The provisions of this Section shall apply regardless of the form of action, damage, claim, liability, cost, expense, or loss, whether in contract, statute, tort (including, without limitation, negligence), or otherwise.
  11. Disclosures – PCSgrades is licensed and regulated by the Texas Real Estate Commission: License No. 9003637. PCSgrades has notified users of the Referral Site that PCSgrades will receive a commission from transactions resulting from referrals made through the Referring Site. PCSgrades will share a portion of any commission it receives as a result of a referral through the Referral Site with the user of the site who is a principal in the transaction and in a state where allowed by law.
  12. Legal Compliance - For the duration of the term of this Agreement, Broker and Broker’s Agents must hold all of the licenses required by the state the Broker’s real estate Brokerage business is located in, including without limitation licenses to act as real estate Brokers and real estate Agents as applicable. Broker and Broker’s Agents will comply with all applicable law and regulations in performing this Agreement, including without limitation the limits and restrictions on payments for referrals for other real estate settlement services under applicable law.
  13. Right to Modify - PCSgrades reserves the right to modify the terms and conditions of this Agreement or its policies at any time, effective upon posting of an updated version of this Agreement on the Referral Site. You are responsible for regularly reviewing this Agreement. Continued use of the Referral Site after any such changes shall constitute your consent to such changes.
  14. Dispute Resolution – If a dispute arises under this Agreement or your use of the Referral Site, including without limitation the review rebuttal process available through such site, such dispute shall be submitted to arbitration and resolved by a single arbitrator (who shall be a lawyer not employed by or associated with either party to this Agreement) in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. All such arbitration shall take place at the office of the American Arbitration Association located in Austin, Texas. Each party is entitled to depose one fact witness and all expert witnesses retained by the other party, and to conduct such other discovery as the arbitrator deems appropriate. The award or decision rendered by the arbitrator shall be final, binding and conclusive and judgment may be entered upon such award by any court.
  15. Indemnification - Broker shall indemnify, defend, and hold harmless PCSgrades, its directors, officers, Broker/Agents, affiliates, parents, subsidiaries, related companies, and employees (“PCSgrades Indemnified Parties”) from any loss, cost, damage, expense, or liability, including reasonable attorney fees and litigation costs and expenses, arising out of or related to any allegations (a “Claim”) that would constitute Broker’s or any of Broker’s Agents’ breach of any warranty, representation, or covenant made herein, violation of any applicable law, or the acts or omissions of Broker or any of Broker’s Agents being the proximate cause of actual or potential harm, damage, or injury to the person or property of any third party. Such indemnification will not be the exclusive remedy for any breach of the Agreement but will be in addition to all other remedies at law or equity, to which a Party may be entitled. In the event of a Claim, PCSgrades shall provide Broker with prompt written notice of the Claim, and shall cooperate with Broker on reasonable terms and conditions in the defense of any Claim at Broker’s expense.  Broker shall have the right and obligation to engage legal counsel to defend or settle any Claim, provided that PCSgrades shall have the right of approval of Broker’s choice of such counsel, which approval shall not be unreasonably withheld, conditioned or delayed. Broker shall have the right to settle or compromise any Claim at Broker’s expense, provided, however, that PCSgrades shall have the right of prior approval of any proposed settlement or compromise that imposes any obligation upon PCSgrades or reduces the benefits to PCSgrades under the terms of this Agreement.
  16. General – This Agreement constitutes the entire agreement between the parties relating to the subject matter of this Agreement, and supersedes all prior or contemporaneous proposals, communications and understandings, oral or written, relating to the subject matter of this Agreement. This Agreement may not be modified or altered except in a writing that is signed by both parties. All notices required to be given under this Agreement shall be in writing and shall be sent by email or first-class mail. All notices shall be directed to the parties at the respective addresses given below its signature line below or to such other address as either party may, from time to time, designate by notice to the other party. This Agreement and performance hereunder will be governed by the laws of the State of Texas, without regard to its conflicts of laws rules.
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*The cash back bonus is offered in most states. In some states a gift card or commission reduction at closing may be provided in lieu of the cash back bonus. The program is not available for employer- sponsored relocations or transactions in Iowa or outside the United States. The cash back bonus is not available in Alaska, Louisiana and Oklahoma. In Kansas and Tennessee, a MasterCard MAX gift card will be issued. In Mississippi, New Jersey, and Oregon, a commission reduction may be available at closing. The cash back bonus is only available with the purchase and/or sale of your home through the use of a participating program real estate agent. The actual amount you receive is based on the purchase and/or sale price of your home. Participating program real estate agents are affiliated with the participating real estate brands: Coldwell Banker, Century 21, ERA, Better Homes and Gardens Real Estate, and Corcoran and all related logos are trademarks owned or licensed by Realogy Services Group LLC or its affiliated companies. All real estate commissions are negotiable. Other terms and conditions may apply. This is not a solicitation if you are already represented by a real estate broker. Please check with a program Advocate for details. Program terms and conditions are subject to change at any time without notice. Additional terms, conditions, and restrictions apply. Realogy Services Groups LLC and its affiliated companies fully support the principles of the Fair Housing Act and the Equal Opportunity Act. Each Franchise brokerage office is independently owned and operated.

By participating in the program you agree to have your information shared with a participating Real Estate Agent and they may contact you by phone or text message including by automated means about real estate services. You acknowledge you can access real estate services without providing your phone number by calling 1-800-752-3642.

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