These Terms and Conditions (“Terms”) apply to the RealtyShares Member Referral Program (“Referral Program”). By participating in the Referral Program, as either a Referral Source or Referred User (as those terms are defined herein), you agree to be bound by these Terms.
Under the Program, Realty Shares will pay the user fee described in the offer (the “User Fee”) both to any new registrant of RealtyShares that is referred by an existing investor (the “Referred User”) and to the existing investor that is the referral source for the new registrant (the “Referral Source”). The Program works as follows:
As compensation for registering on the RealtyShares website at www.RealtyShares.com and completing your investor profile, RealtyShares will pay the User Fee to both to the Referred User and to the corresponding Referral Source after completion of this aformentioned registration process and verification of the validity of the new registrant’s investor profile.
In order for a new registrant to be a qualified Referred User, he, she or it must meet, among other things, all of the following criteria:
Only members of RealtyShares that are in good standing, have made an investment on the RealtyShares platform, are a resident in the United States and its territories and possessions, and specifically invited to refer new registrants are eligible to participate in the Program as Referral Sources. Any attempt to obtain additional unmerited User Fees through multiple, false or fictitious accounts is strictly prohibited and may result in disqualification of the involved Referred User and Referral Source in RealtyShares’ sole discretion. The User Fee payable to any Referral Source shall not exceed $1,000, regardless of the number of Registered Users referred by that Referral Source, without Realty Shares’ prior approval, which it may withhold in its sole discretion.
Any dispute as to who is the Referral Source for a Registered User shall be determined by RealtyShares in its sole discretion and is binding all parties.
Referral Sources and Registered Users are responsible for any and all federal, state, local and other income and other taxes that are due and payable as a result of the Incentive Fees and may be issued a Form 1099 for Incentive Fees if required by law. Referral Sources and Registered Users agree to provide any tax-related information requested by Realty Shares (such as a W-9) to comply with applicable tax reporting requirements.
The Referral Source represents and warrants that (i) the User Fee is the Referral Source’s only compensation relating to the Referred User, and there is no other compensation due to the Referral Source relating to the Referred User’s registration from any other source and (ii) to its knowledge, no agents, finders, brokers, or other intermediaries (other than the Referral Source and RealtyShares) have been or will be involved in any manner with the Referred User. The Referral Source will not disclose to a Referred User any confidential information of RealtyShares including, but not limited to, information concerning any then-ongoing offering of RealtyShares.
Participation in this Program is not an investment, does not constitute any offering of any securities, and does not involve or require the sale or purchase of any securities, and only involves registration for a membership in RealtyShares.
It is specifically understood that Referral Source is acting as a finder only for third parties to become members, is not a licensed securities or real estate broker or dealer, and shall have no authority to enter into any commitments on RealtyShares’ behalf, to negotiate the terms of any registration, or to hold funds or securities in connection with a registration transaction, or to otherwise perform any act that would require the Referral Source to become licensed as a securities or real estate broker or dealer. No investment in any of RealtyShares' offerings is required. The consummation of any registration shall be separately negotiated between RealtyShares and the Referred User. Referral Source is not an employee, fiduciary or agent of either RealtyShares or the Referred User, and Referral Source specifically warrants and represents that it shall not represent itself as an agent of RealtyShares and agrees to indemnify RealtyShares for any liability, fees (including attorney’s fees), costs or expenses, or settlements which RealtyShares incurs as a result of any representation made by Referral Source to the Referred User.
Referral Source's and Registered User's relationship with RealtyShares is that of an independent contractor, and nothing in these Terms is intended to, or shall be construed to, create a partnership, agency, joint venture, employment or similar relationship. Referral Source will not be entitled to any of the benefits that RealtyShares may make available to its employees, including (but not limited to) group health or life insurance, profit sharing or retirement benefits. Referral Source is not authorized to make any representations, contract or commitment on behalf of RealtyShares.
If (i) the Referral Source breaches any of the aforementioned representations and warranties or (ii) the Referred User’s registration does not timely occur within the 60-day period, neither RealtyShares nor any other person or entity (including, without limitation, the Referred User) will be required to pay any Incentive Fee to the Referral Source. The Referral Source will defend, indemnify and hold harmless RealtyShares from and against any and all claims, actions, costs and expenses (including attorneys’ fees and litigation expenses) relating to or arising from any of the aforesaid circumstances as well as for any misconduct of the Referral Source and for the claims of any other agents, finders, brokers, or other intermediaries with whom the Referral Source has any contact.
RealtyShares reserves the right to modify, cancel or terminate the Program at any time, with or without notice and for any reason or nor reason, provided that it will pay any User Fees that are earned prior to the date of such modification, cancellation or termination. RealtyShares makes no representation or warranty regarding the Referral Program, including any warranty regarding the amount of User Fees, and all implied warranties are expressly disclaimed.
These Terms shall be construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to its conflicts of law provisions. In case any of these Terms will be held invalid, illegal or unenforceable, in whole or in part, the validity of any of the other terms of these Terms will not in any way be affected thereby. These Terms are the entire agreement of the parties with respect to its subject matter, cannot be amended unless in a writing signed by all parties, and may be executed in counterparts.The rights and obligations of the Referal Source and the Registered User under these Terms cannot be transferred, assigned or delegated, in whole or in part, without the prior written consent of RealtyShares.