The Refer & Earn Program (the “Program”) is offered for a limited time only to Eligible Participants (“you”) by (i) Agentdesks Incorporated d/b/a Radius and Radius Agent in California and Florida and (ii) Radius Agent LLC d/b/a Radius and Radius Agent in Colorado, Florida, Georgia, Oregon, Texas and Washington (collectively referred to herein as the “Company,” “Radius,” ”we” or “us”).  We reserve the right to discontinue the Program, or change these Program Terms and Conditions, at any time without notice in our sole and absolute discretion.  The Program shall be automatically and immediately discontinued without any further action by the Company or notice to you in any jurisdiction in which the Company is no longer licensed and/or duly qualified to do business. The Program replaces and supersedes all prior referral programs of the Company, which have now been sunset and are no longer in effect.

In order to be eligible to participate in the Program, you must be an Eligible Participant. As an Eligible Participant, you will be eligible for certain incentives for every Eligible Referral accepted by the Company. Your participation in the Program is voluntary and makes it easy to share the numerous benefits of Radius with your friends and colleagues.   

The Program, and participation in the Program, are qualified in their entirety by these Program Terms and Conditions. By participating in the Program, you agree to use the Program as outlined in the Program Guide and consistent with any other terms we may apply to the Program. If you do not agree to the Program Guide in its entirety, then you cannot participate in the Program. You also cannot participate in the Program, if by so doing, you and/or the Company would violate any applicable law(s), rule(s) or regulation(s).

Definitions

• “Acceptance” means acceptance by the Company of an Eligible Referral from an Eligible Participant as evidenced by written correspondence from an authorized representative of the Company to Eligible Participant.

• "Application” means the Radius office application available in the App Store or Google Play, as updated by the Company from time to time.

• “Alternative Period” means the longest period of prior Valid Transactions closed by a Qualified Licensee available from a Verified Source, if less than one year.

• “Anniversary Date” means the date upon which the anniversary of the License Transfer Date occurs each year.

• “Commission” means the amount agreed upon as the broker commission between a Qualified Licensee and their Customer in a Valid Transaction.

• “Commission Cap” if applicable, means the maximum Commission that can be earned by the Company from a particular Radius Licensee in any single calendar year.

• “Commission Split” means the designated split of the Commission between each Qualified Licensee and the Company as set forth in the applicable independent contractor agreement between the parties.

• “Customer” means the buyer or seller in a Valid Transaction.

• “Earned Reward” means the compensation to be paid to an Eligible Participant under the Program, as set forth in more detail under the heading “Earned Rewards”.

• “Eligibility Criteria” means the criteria that must be met by a Qualified Licensee in order to constitute an Eligible Referral as set forth in more detail in these Program Terms and Conditions.

• “Eligible Participant” means a Radius Licensee.

• "Eligible Referral" means a new Qualified Licensee that meets the Eligibility Criteria, not previously known to Radius, excluding Ineligible Referrals.

• “E&O Insurance Fee” means the monthly fee that Radius charges each Radius Licensee for basic coverage under the Company’s master errors and omissions policy.

• “Flagship Partner” means a Qualified Licensee with greater than or equal to $20 million in Production.

• "Government Official" includes any government employee; candidate for public office; and any employee of a government-owned or government-controlled company, public international organization, and/or political party.

• “Gross Commission Income” means, as of any measurement date, the gross commission revenue generated by a Radius Licensee for Radius Production during each 12 month period, commencing with the License Transfer Date, and resetting to zero on each Anniversary Date.  

• "Ineligible Referral" means any (i) real estate broker or real estate salesperson not duly licensed and authorized to transact business within the Territory; (ii) Government Official; (iii) government-owned or government-controlled entity and any of their respective employees; (iv) any employee of a political party and/or candidate for office; (v) any Qualified Licensee(s) or Team which the Company is actively pursuing; (vi) referral to become a member of your own Team; and (vi) Company representatives, agents, or employees.  Ineligible Referral also includes referrals from Qualified Licensees that sign up with the Company as referral only agents.

• “License” means a real estate salesperson license or real estate broker license in the Territory.

• “License Transfer Date” means the date upon which a Radius Licensee transfers his or her License to Radius.

• “Partner” means a Qualified Licensee with greater than or equal to $10 million in Production.

• “Production” means, as of any measurement date, the aggregate value of all Valid Transactions closed by the Qualified Licensee in the immediately preceding 12 month period as reported by a Verified Source.  In the event 12 months of prior Valid Transactions are not available from a Verified Source, the Alternative Period shall be used.  The Alternative Period will then be divided by the number of months available from the Verified Source, and the quotient will then be multiplied by twelve to get an annualized Production number.  For example, if the Alternative Period is only 11 months and the aggregate value of all Valid Transactions during that Alternative Period is equal to $1,100,000, the $1,100,000 will be divided by 11 to obtain the aggregate monthly value of Valid Transactions, or $100,000.  The average monthly value of Valid Transactions is then multiplied by 12 to get annualized Production of $1,200,000.

• "Program Guide" means these Program Terms and Conditions, together with any set of applicable Program terms in addition to these Program Terms and Conditions that the Company may make available to you and that will govern your continued participation in the Program.

• “Qualified Licensee” means a real estate salesperson or real estate broker duly licensed and in good standing in the Territory.

• “Radius Licensee” means a Qualified Licensee for whom the Company is the broker of record, including Flagship Partners and Partners.

• “Radius Production” means the Production of a Qualified Licensee, measured from the time such Qualified Licensee became a Radius Licensee, resetting annually to zero.

• "Services" means the services generally offered by the Company and further described at www.radiusagent.com, as such URL and services description (including branding of such services) may be updated by the Company from time to time.

• “Sponsored Flagship Partner” means a Flagship Partner that signs an independent contractor agreement with, and transfers their license to, the Company as broker of record.

• “Sponsored Partner” means a Partner that signs an independent contractor agreement with, and transfers their license to, the Company as broker of record.

• “Standard Pricing Package” means one of the two standard pricing packages for the Services offered by the Company as set forth in more detail in these Program Terms and Conditions under the heading “Standard Pricing Packages Offered by the Company”.

• “Subscription Fees” means the monthly fee that Radius charges for access to (i) the Radius Office client relationship management (CRM) and transaction platform and (ii) the whitelabeled Radius Client mobile application.

• “Team” means a group of Qualified Licensees run by a Team Lead and designated as a Team by Radius.

• “Team Lead” means a Qualified Licensee that is running a Team.

• “Team Member” means a member of a Team.

• “Technology Fee” means the monthly fee that Radius charges for access to (i) the Radius Office client relationship management (CRM) and transaction platform and (ii) the whitelabeled Radius Client mobile application.

• "Territory" means the jurisdictions in the United States where the Company is licensed and qualified to transact business, currently limited to California, Colorado, Florida, Georgia, Oregon, Texas and Washington.

• "Valid Transaction" means a closed real estate transaction (purchase, sale or lease of real property) in the Territory.

• “Verified Source” means courted.io or another verified source as determined by the Company in its sole and absolute discretion.

Information We Collect

As an Eligible Participant in the Program, you are agreeing to all of the terms and conditions set forth in the Program Guide, which expressly includes these Program Terms and Conditions.  You will promote the Services only to Eligible Referrals whose principal place of business is located in the Territory. You will not market the Services to any Ineligible Referrals. You may submit Eligible Referrals to the Company through the Application, by email sent to, or by calling, your account executive at the Company.

Eligibility Criteria

In order for you to receive an Earned Reward for an Eligible Referral under the Program, the Eligible Referral must:

1. Have been introduced to the Company by you; and

2. Have been accepted by the Company through notification to you of Acceptance of such Eligible Referral.

Standard Pricing Packages Offered by the Company

1. Standard Pricing for Each Eligible Referral that is a Flagship Partner:

1. $200 per month per Eligible Referral in Subscription Fees (and $50 per month for each Team Member of an Eligible Referral); 

2. the applicable monthly E&O Insurance Fee for the state(s) in the Territory in which the Eligible Referral does business;

3. Additional products and services offered by the Company at the then prevailing prices; and

4. One of the following (as selected by the Flagship Partner):

1. Commission Split of 95 percent to the Eligible Referral and 5 percent to the Company until the Eligible Referral hits $500,000 in Gross Commission Income, at which point the split reverts to 97 percent to the Eligible Referral and 3 percent to the Company for the remainder of the calendar year, resetting annually on the Anniversary Date; or

2. Commission Caps of $15,000 per Eligible Referral that is a Team Lead and $10,000 per Eligible Referral that is a Team Member, resetting annually on the Anniversary Date;

2.  Standard Pricing for Each Eligible Referral that is a Partner:

1. $200 per month per Eligible Referral in Subscription Fees (and $50 per month for each Team Member of an Eligible Referral); 

2. the applicable monthly E&O Insurance Fee for the state(s) in the Territory in which the Eligible Referral does business;

3. Additional products and services offered by the Company at the then prevailing prices;

4. Commission Split of 90 percent to the Eligible Referral and 10 percent to the Company; 

5. Commission Caps of $15,000 per Eligible Referral that is a Team Lead and $10,000 per Eligible Referral that is a Team Member, resetting annually; and
   
   

6. $200 per Valid Transaction once the above Commission Caps are met.

Submission and Acceptance of Eligible Referral(s)

As noted above, you may submit Eligible Referrals to the Company through the Application or by email sent to, or by calling, your account executive at the Company. The Company will then accept receipt of the Eligible Referral in writing in the form of an Acceptance, once it confirms the Eligibility Criteria have been met.  In the event that the same Eligible Referral is submitted by two different Eligible Participants, the Company will make a final determination as to which Eligible Participant shall receive the Acceptance relating to such Eligible Referral in its sole and absolute discretion. Factors considered by the Company may include, without limitation, the timing of submission of the Eligible Referral by each Eligible Participant, the past, current and/or projected future revenue to the Company generated by each Eligible Participant, the number and quality of Eligible Referrals previously referred and/or likely to be referred in the future by each Eligible Participant and other factors in the Company’s sole and absolute discretion. The Company is under no obligation to you to disclose the factors that it considered in making such determination, which shall be final and non-appealable.

Earned Reward Payment Requirements

Each Eligible Referral for which all of the following requirements have been met shall be deemed a Sponsored Flagship Partner or a Sponsored Partner (as applicable):

1. Eligible Referral shall have agreed to one of the Company’s Standard Pricing Packages and entered into an independent contractor agreement with the Company;

2. Eligible Referral’s License shall have transferred to the Company within 90 days of Acceptance;
   
   

3. Eligible Referral shall be a Qualified Licensee at time of License transfer to Radius as broker of record; and
   
   

4. You shall be a Qualified Licensee at time of payment of any Earned Reward to Eligible Participant.

Earned Rewards and Payment Timing

Provided that you (i) are in compliance with the Program Guide; and (ii) have not breached any of your obligations under any other agreement that you have with the Company, for each Eligible Referral that meets all of the Earned Reward Payment Requirements as set forth above under the heading “Earned Reward Payment Requirements,” the Company shall pay you 10 percent of the net revenue generated to Company by a Sponsored Flagship Partner or Sponsored Partner (as applicable and as determined by the Company in its sole and absolute discretion) until the earlier to occur of (1) the first anniversary of the License Transfer Date of such Sponsored Flagship Partner or Sponsored Partner; (2) the date that the Sponsored Partner hits their Commission Cap; (3) the date upon which Radius is no longer the broker of record for such Sponsored Flagship Partner or Sponsored Partner (as applicable); and/or (4) the date upon which you are no longer a Radius Licensee.

Your Tax and Other Compliance Obligations

You understand that you may be subject to tax and other compliance obligations with respect to any Earned Rewards that you receive under the Program.  You represent, warrant, and certify to the Company that: (i) you have reviewed this Program in its entirety and consulted with such tax, legal and other advisors as you deemed necessary to understand your obligations under all applicable laws; and (ii) you will comply with all applicable laws and governmental regulations applicable to you and the Earned Rewards paid to you under the Program.

Termination and Modification of the Program

Radius reserves the right to modify, amend or terminate this Program at any time in its sole and absolute discretion.  In the event of such modification, amendment or termination of the Program, Radius will notify you as soon as commercially reasonable following such modification, amendment or termination.  In no event shall Radius be liable to you in any manner for such modification, amendment and/or termination.

Indemnification

You will defend, indemnify and hold harmless Company, its affiliates, directors, officers, and employees against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising out of: (a) your participation in the Program; and / or (b) your breach of any representation or warranty in connection with your participation in the Program.

Governing Law and Arbitration

All claims arising out or relating to this Program or the Services (including any dispute regarding the interpretation of the Program Guide) ("Dispute") will be governed by the laws of the state of California, excluding California's conflicts of laws principles.

Acceptance and Agreement

By your participation in the Program, you agree that (i) you have read and fully understand these Program Terms and Conditions and any other information contained in the Program Guide; (ii) your participation in the Program is voluntary and subject to your compliance with all of your obligations to the Company; (ii) you will promptly notify the Company If (a) you are no longer a Qualified Licensee and/or (b) you are in breach of any obligations to the Company; and (iii) the Company may offset or withhold any Earned Rewards if you are in breach of any of your obligations to the Company.