DepositLink System

DepositLink owns certain proprietary products (including proprietary hardware and software) related to digital payments related to real estate transactions, including without limitation the DepositLink web site, mobile application and Hubspot platform (the “DepositLink System”).  The DepositLink System also includes, without limitation, the Affiliate’s account dashboard using a personalized URL and referral identification number.  Affiliate and DepositLink hereby agree that the DepositLink System, as well as any materials furnished by or on behalf of DepositLink to Affiliate, are owned in their entirety by DepositLink. 

Affiliate Referrals

Affiliate may refer clients (the “Clients”) to DepositLink in need of DepositLink’s services as further detailed on Exhibit A.  In the event any such Client meets the criteria set forth on Exhibit A, DepositLink shall pay referral fees to Affiliate as set forth on Exhibit A.  Nothing contained herein shall prohibit DepositLink from entering into similar agreements with other individuals or entities.  

Term and Termination 

The term of this Agreement shall begin on the Effective Date and expire on the date which is one (1) year thereafter.  This Agreement shall automatically renew for successive one (1) year periods, unless either party provides notice of non-renewal at least thirty (30) days prior to the end of the initial or any renewal term.  This Agreement may be terminated, with or without cause, by either party upon thirty (30) days written notice to the other party; provided that, if either party breaches any of the terms of this Agreement, the non-breaching party may, in addition to any other remedy, terminate this Agreement immediately.  

Disclaimer of Warranties and Limitation of Liability

THE DEPOSITLINK SYSTEM, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, SOFTWARE, AND FUNCTIONS MADE AVAILABLE ON OR ACCESSED THROUGH OR SENT FROM THE DEPOSITLINK SYSTEM, ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.”  TO THE FULLEST EXTENT PERMISSIBLE BY LAW, EXCEPT AS SPECIFICALLY REFERENCED ABOVE, DEPOSITLINK MAKES NO REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER (EXPRESS OR IMPLIED) ABOUT: (A) THE DEPOSITLINK SYSTEM; (B) THE CONTENT AND SOFTWARE ON AND PROVIDED THROUGH THE DEPOSITLINK SYSTEM; (C) THE FUNCTIONS MADE ACCESSIBLE ON OR ACCESSED THROUGH THE DEPOSITLINK SYSTEM; AND (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE DEPOSITLINK SYSTEM.  DEPOSITLINK DOES NOT WARRANT THAT THE DEPOSITLINK SYSTEM, ANY OF THE DEPOSITLINK SYSTEM’S FUNCTIONS OR ANY CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE DEPOSITLINK SYSTEM OR THE SERVERS THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  DEPOSITLINK, AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES, SHALL NOT BE LIABLE FOR THE USE OF THE DEPOSITLINK SYSTEM INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO THIS AGREEMENT.  IN NO EVENT, WHETHER BASED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), SHALL DEPOSITLINK BE LIABLE TO AFFILIATE FOR INDIRECT, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, OR FOR LOST OR INACCURATE DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PARTIES’ RELATIONSHIP.  IN NO EVENT WILL DEPOSITLINK’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT, FROM ALL CAUSES OF ACTION OF ANY KIND, EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO AFFILIATE UNDER THIS AGREEMENT PURSUANT TO EXHIBIT A.  THIS PROVISION SHALL SURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT. 

General Provisions

Affiliate and DepositLink are and at all times will act as independent contractors in all matters relating to this Agreement.  No party is, nor will act as, an employee of the other party for any purpose within the meaning or application of any federal, state, or local employment laws, unemployment insurance laws, social security laws, workers’ compensation laws, or industrial accident laws, or under any other laws or regulations that impute any obligation or liability to a party by reason of any employment relationship.  Except as otherwise expressly provided, this Agreement may be amended and observance of any provision of this Agreement may be waived (either generally or in any instance, retroactively or prospectively) only upon written consent of the parties.  The parties intend that this Agreement be controlling over and supersede additional or different terms of any order, confirmation, invoice or similar document, unless expressly agreed upon in writing by both parties.  This Agreement supersedes all proposals, oral or written, all negotiations, memoranda of understanding, letters of intent, conversations or discussions between or among the parties relating to the subject matter of this Agreement.  Affiliate and DepositLink hereby agree that this Agreement is executed upon the Effective Date, regardless of the date of the parties’ signatures.  This Agreement also may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Affiliate may not assign this Agreement or the rights and obligations hereunder, including without limitation by operation of law, without the prior written consent of DepositLink.  This Agreement is freely assignable by DepositLink. This Agreement shall be interpreted, construed and enforced under the laws of the Commonwealth of Massachusetts, without regard to conflicts of laws, regardless of the location of the performance of services hereunder.  All disputes, controversies or differences arising between the parties arising from or in relation to or in connection with this Agreement, or the breach thereof, which fails to be amicably settled by the parties, will be subject to the jurisdiction of the state or federal courts located in Suffolk County, Massachusetts.  It is the intent of the parties that in case any one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the rest of the provision or the other provisions of this Agreement, and shall be construed as if such invalid, illegal or unenforceable provision or portion thereof had never been contained herein.  All notices given under this Agreement must be in writing and signed by a person authorized to sign on behalf of the party and sent via express or certified mail to the addresses set forth above.  This Section 5 shall survive termination or expiration of this Agreement.  

Exhibit A

Referrals, Process and Fees

A new Hubspot form will be created to mirror the marketing styles and Getting Started form, inviting Affiliate to sign up for the Affiliate Partner Program. Affiliate will also be able to join from the Agent Dashboard utilizing a button (similar to the DL Pay button) that will direct it to the Sign Up form. Once Affiliate signs up, Affiliate will be assigned a unique URL and referral ID that it can then copy and share. It will be stored in Hubspot and will be accessible to the Affiliate on its Agent Dashboard via the “Referral” button (located next to the DL Pay button). When a new Client clicks a referral link, it will be directed to the Getting Started/Book a Demo form to begin onboarding and creating its DL account.

Email notifications will be sent via Hubspot when:

a)       Affiliate enrolls in the Affiliate Partner Program. This triggers a welcome email and details the program.

b)      A referral is successful if a Referred Client onboards with DepositLink. An email will be sent to Affiliate confirming the referral pending review.

c)       A milestone is reached. An email will be sent to Affiliate for reaching a compensation milestone, if applicable.

Contract terms are subject to change at any time by DepositLink. DepositLink reserves the right to terminate a referral ID/URL at any time.

Compensation terms are as follows, but are subject to change at any time by DepositLink upon written notice to Affiliate:

Affiliate will receive $100 for every Client referred by it to DepositLink that executes a contract, fully completes onboarding and activation of its DepositLink account, and completes at least ten deposit transactions (meaning any EMD or commission payment that includes a fee paid to DepositLink) (each, a “Referred Client”). Affiliate will be paid an additional $200 after each additional 100 deposit transactions completed by such Referred Client. Payment(s) to Affiliate by DepositLink will be made quarterly, as determined by DepositLink. The payment period for each Referred Client is two (2) years commencing on the date the Referred Client executes a contract with DepositLink.

A client will not be considered a Referred Client (and Affiliate will not be entitled to a referral fee) if a) DepositLink already has a signed contract from such client, b) the referred client has already received a DepositLink contract in the past [180 days], or c) if such client is affiliated in any way with a current DepositLink client. Such determinations shall be in the sole discretion of DepositLink. An Affiliate can not refer such Affiliate or any related entity or individual.