Referral Agreement

This Agreement was last revised on August 19, 2014

This is a legal agreement between you (“Company”) and Lendio, Inc., a Delaware corporation (“Lendio”), which may be contacted at 10235 W South Jordan Gateway, Suite 410, South Jordan, UT 84095 (“Lendio”).  This Agreement is effective as of the date Company accepts this Agreement via the online signup process.  By clicking “I Accept,” Company explicitly accepts these terms.  This Agreement may be changed, revised and/or amended by Lendio in its sole discretion and at any time.

Lendio is in the business of identifying small businesses seeking commercial loans and performing various services in the furtherance of such loans with various commercial lending institutions.

Company assists various businesses obtain commercial loans.

By entering into this Agreement, Company and Lendio agree to the following:

1. Lead Referral: Company will send information regarding businesses and the business owners to Lendio (“Company Referral”).  Company shall obtain the written consent from the Company Referral to send their information to Lendio prior to sending such information.  Lendio representatives and/or third party commercial lenders may contact such Referrals regarding commercial loan opportunities.  Furthermore, Lendio may also send similar information to Company (“Lendio Referral”) for Company to contact regarding potential commercial loan opportunities.

1. To qualify as a Company Referral, Company must include the information requested at www.ls.lendio.com/invite/referral, a Lendio Loan Application document (as provided by Lendio) dated and signed within 30 days, bank statements from the most recent six months, and any further documents or information as requested by Lendio.
2. If Company does not include all documents and information as required above, such lead referral shall be considered a Basic Referral.
3. Communication with Referrals:
4. Upon receipt of a Company Referral from Company, Lendio will contact such Company Referral and gather necessary further information to match with a potential commercial lender (“Matched Lender”).  Lendio will then communicate with the Matched Lender and the Company Referral regarding potential commercial loans. At no time will Lendio make any representation to Company Referral of any guarantee of obtaining a commercial loan.
5. Compensation:  Company shall be compensated pursuant to the terms of Appendix A, attached and incorporated hereto by reference.  Any compensation paid to either Party as a result of this Agreement shall be in an amount and paid in a manner that is compliant withal applicable laws.
6. Term:  This Agreement will begin on the date Company accepts these terms via the online signup process.  Either Party may terminate this Agreement at any time, with or without cause, by giving the other Party ten days’ written notice of its intent to terminate.  Any fees or amounts owed to either Party as a result of a Company Referral or Lendio Referral provided to the other Party prior to the termination of this Agreement shall still be paid to the Party after the termination of this Agreement for a period of six months.
7. Indemnification:  Each Party (the “Indemnifying Party”) shall defend, indemnify and hold the other party (the “Indemnified Party”) and its affiliates and their successors and assigns, and their respective directors, officers, employees, agents or subcontractors harmless from and against all third party claims, causes of actions, suits and proceedings, liabilities, damages, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees and costs) arising out of or relating to (i) such Party’s performance of services as required herein (each, a “Claim”).  The Indemnified Party shall promptly notify the Indemnifying Party of all threats, claims and proceedings relating to any Claim, permit the Indemnifying Party to control the investigation, defense and settlement of all such Claims and provide the Indemnifying Party with reasonable cooperation, at the Indemnifying Party’s expense, in the defense and/or settlement of such Claims.  The Indemnifying Party shall not settle or agree to any compromise with respect to any Claim on the Indemnified Party’s behalf without the Indemnified Party’s prior written approval, which shall not be unreasonably withheld.  In the event that the Indemnified Party’s actions, failure to act or breach, or a third party’s negligent or intentional acts or omissions contributed to the cause of the Claims being asserted against the Indemnifying Party hereunder, the damages and expenses shall be allocated (or reallocated) between the Indemnifying Party, in Indemnified Party and any other party bearing responsibility, in such proportion as appropriately reflects the reflective fault of such parties, and the liability of the Indemnified Party shall be proportionately reduced.
8. Limitation of Liability: TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBCONTRACTORS OR SOURCES BE LIABLE TO THE OTHER PARTY UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABLITY OR ANY OTHER LEGAL OR EQUITABLE THEORY FOR (A) COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, OR (B) ANY AMOUNT IN EXCESS OF THE AGGREGATE AMOUNTS RECEIVED FROM THE OTHER PARTY HEREUNDER DURING THE TWELVE MONTH PERIOD PRIOR TO THE DATE ON WHICH THE CLAIM OR CAUSE OF ACTION GIVING RISE TO LIABILTY AROSE.  FURTHER, NEITHER PARTY SHALL BE RESPONSIBLE OR LIABLE TO THE OTHER PARTY FOR THE PERFORMANCE, PAYMENT, OBLIGATION, LIABILITY, FRAUD OR BREACH OF ANY CUSTOMER.
   IN NO EVENT SHALL EITHER PARTY OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBCONTRACTORS OR SOURCES BE LIABLE TO THE OTHER PARTY UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABLITY OR ANY OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR LOST PROFITS OR DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
9. Representations and Warranties:  Each Partyrepresents and warrants to the other that (i) it is duly organized and is validly existing in good standing under the laws of the jurisdiction in which it was organized, (ii) it has full power and authority to enter into and perform its obligations under this Agreement, (iii) it has the right to disclose all of the information disclosed to the other Party hereunder, (iv) neither the execution, delivery or performance of this Agreement conflicts or will conflict with or result in a breach of or default under any agreement to which it is a Party, (v) this Agreement constitutes a binding obligation of such Party and is fully enforceable in accordance with its terms, and (vi) it will at all times comply with all applicable federal, state and local laws and regulations.
10. Warranty Disclaimer:  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING ANY REPRESENTATIONS OR WARRANTIES REGARDING THE PARTY’S SERVICES, CUSTOMERS OR WEB SITES, AND EACH PARTY HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. 
11. Miscellaneous.

1. Confidentiality:  “Confidential Information” means information pertaining to the products, services, projects, operations, marketing ideas, objectives, strategy, specifications, technology, methodology, processes or trade secrets of either Party.  For a period of two (2) years following the date on which Confidential Information is disclosed, the Receiving party will (a) protect and safeguard the confidentiality of such information, (b) limit the disclosure thereof to employees on a “need to know” basis only, (c) prevent disclosure thereof to any and all third parties, except in furtherance of this Agreement where the third party is subject to a substantially similar confidentiality obligation, and (d) use such information only in performing services under this Agreement and for no other purpose, including, without limiting the foregoing prohibition, any purpose contrary to the interests of the disclosing party.  Notwithstanding the foregoing, this Agreement shall impose no obligation upon either Party with respect to any Confidential Information which (a) is now or subsequently becomes publicly known or available by publication, commercial use or otherwise without breach of this Agreement by the Receiving party or the Receiving party’s employees; (b) is known to the Receiving party or the Receiving party’s employees at the time of receipt; or (c) is subsequently rightfully furnished to the Receiving party by a third person without a restriction on disclosure.
2. Status: The Parties will perform their obligations hereunder as independent contractors.  Nothing contained in this Agreement shall be deemed to create any association, partnership, joint venture, or relationship of principal and agent or master and servant between the Parties.
3. Governing Law, Venue and Attorneys’ Fees:  This Agreement will be governed by the laws of the State of Utah, without regard to its conflict of laws principles. The Parties submit to the jurisdiction of the state and federal courts located in Salt Lake County, Utah.  The prevailing Party in any action shall be entitled to recover from the losing Party its reasonable attorneys’ fees and costs in addition to any other relief to which such Party is entitled. 
4. Severability:  If any provision of this Agreement shall be held illegal, void, or unenforceable, the remaining portions of the Agreement shall remain in full force and effect. 
5. Waiver:  The delay of failure of either Party to exercise any right herein or to take any action against the other Party in the event of any breach of this Agreement shall not constitute a waiver of such right, or any other right herein.  Any waiver of any right must be made in writing.
6. Non-Exclusive Relationship:  The Parties hereby acknowledge that each may enter into agreements with third parties that directly or indirectly compete with the other Party’s business.  Each Party hereby holds the other Party and its respective directors, officers and employees harmless in connection therewith.
7. Contract in Entirety, Amendments.  This Agreement sets forth the entire understanding of the Parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous letters of intent, agreements, covenants, negotiations, arrangements, communications, representations, understandings or warranties, whether oral or written, of either Party relating thereto.  This Agreement may only be amended or modified by a writing signed by authorized representatives of both Parties.

Appendix A

Lendio shall pay Company commissions for Company Referrals as follows:

1. Commission:  Lendio shall collect all amounts due to Lendio pursuant to the agreement with the third party lender.  The following commissions to be paid to Company shall be based on the amount Lendio receives from the third party lender (“Lendio Commission”).

1. Company Referrals:  In the event a Company Referral enters into a loan agreement within 60 days of Company sending such Company Referral to Lendio, Lendio shall pay the following commission percentages (“Commission Percentage”):
   • In the event up to three Company Referrals enter into a loan agreement with a third party lender in any calendar month, then Lendio shall pay Company 40% of the Lendio Commission.
   • In the event the number of Company Referrals entering into a loan agreement with a third party lender in any calendar month is four to six, then Lendio shall pay Company 50% of the Lendio Commission.
   • In the event the number of Company Referrals entering into a loan agreement with a third party lender in any calendar month is seven or more, then Lendio shall pay Company 60% of the Lendio Commission.
2. Basic Referrals.  In the event a Basic Referral enters into a loan agreement within 60 days of Company sending such Basic Referral to Lendio, Lendio shall pay Company ten percent of the Lendio Commission.
3. Renewals.  In the event a Company Referral or a Basic Referral enters into a renewal loan agreement with a third party lender, Lendio shall pay Company one- half of the Commission Percentage as detailed above.
4. Timing of Commission Payment

1. In the event Lendio receives the Lendio Commission prior to the end of business on each Wednesday, Lendio shall pay the above commissions to Company on the Friday of the same week.
2. In the event Lendio receives the Lendio Commission after the end of business on each Wednesday, Lendio shall pay the above commissions to Company on the Friday of the following week.
3. Form of Payment
4. All payments of commissions to Company shall be made via ACH process.  Company shall provide all necessary banking information to Lendio to facilitate this payment process.