Please read these Agent Terms carefully. They are a legal agreement between you and us that govern your use of the Services. By using the Services, you are agreeing to these Agent Terms. If you do not agree to these Agent Terms, do not use any of the Services.
As a condition of your use of this website, you agree that you will not use this website or the Services for any purpose that is unlawful or contrary to these Agent Terms. You may not attempt to gain unauthorized access to any account, computer systems or networks associated with this website or the Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through this website or the Services.
Lifstyl connects home buyers and sellers (each individually a “Customer”, and collectively, “Customers”) to real estate professionals, and in connection with our services to Customers, we offer two Services to real estate professionals:
- Referring Agent Services. Real estate professionals may join our network in order to leverage outbound referrals (“Referring Agents”). If we include your referred Customer as part of Lifstyl’s referral network (a “Qualified Customer”), and one of your Qualified Customer referrals results in the close of a real estate transaction by one of our Selling Agents for which we are paid (each a “Qualified Transaction”), we will pay you a percentage of our fee.
- Selling Agent Services. Real estate professionals who meet certain criteria may receive an invitation to join our network and be eligible to receive referrals (“Selling Agents”).
RESPONSIBILITIES OF OUR PARTICIPATING REAL ESTATE AGENT PROFESSIONALS
Responsibilities of All Agents
All real estate agent professionals who register to use our Services represent and warrant the following:
- You are a real estate salesperson or broker with a current and valid license, of legal age, and capable of forming a legally binding contract.
- You have complied with all real estate licensing laws and have adequate and appropriate insurance coverage.
- You will promptly maintain and provide us with updates of any changes in your license status.
- All information you submit to us is true and complete and you will maintain and promptly update your profile or other information you provide to us or any Customers.
- You have obtained your broker’s or other permission to use the Services, if required.
- You will not register or represent yourself as a prospective buyer or seller, even if you intend to buy or sell property.
- All information you submit to Customers about your services is your responsibility and not a Lifstyl offering of any Service.
- Your products and services do not violate any applicable laws or regulations.
- You understand that we reserve the right to terminate the participation of any real estate professional for any reason at our sole discretion.
- If required, you will obtain the appropriate approval/authorization from all relevant governmental authorities and other parties in order to either receive payment from Lifstyl or make a payment to Lifstyl.
- You recognize that fraudulent usage of any service provided by Lifstyl real estate services may subject you to liability.
Responsibilities of Referring Agents
Any Agent can become a Referring Agent. As a Referring Agent, you represent and warrant the following:
- All of the representations and warranties in the “Responsibilities of All Agents” section above are true and correct.
- You understand that this is a non-exclusive relationship and you are permitted to share information regarding your Customer referrals with third parties.
- You will obtain the prospective Customer’s permission before submitting contact information to us.
- You will provide us the name and contact information of a Customer who is a prospective user of the Services in a written format that we determine.
- You understand that whether your Customer referral becomes a Qualified Customer is solely at our discretion.
- You will submit accurate and complete prospective Customer contact information.
- You will review and accept these Agent Terms for each referral of a Qualified Customer, and each acceptance of Agent Terms for each Qualified Customer will be deemed a separate agreement.
RESPONSIBILITIES OF LIFSTYL
- We will process Referring Agent submissions of prospective Customers in a reasonable amount of time.
- We may, but are not obligated to, provide a reason why a prospective Customer is not deemed a Qualified Customer. Such reasons include but are not limited to inaccurate or incomplete contact information, information matches that of an existing Agent, previous or existing relationship between us and Customer, or our inability to provide Services to Customer.
- We retain the right to deem a Customer as not being a Qualified Customer at any time, even if such Customer had previously been approved.
- We may provide to a prospective Customer the contact information of a Selling Agent.
- We will use reasonable efforts to match a Customer with as many Selling Agents as possible within the Customer’s requested parameters.
- Once a Qualified Customer is matched with at least one Selling Agent provided by Referring Agent, we will have no further obligation under these Agent Terms unless the referral of the Qualified Customer results in a Qualified Transaction for which we have received payment in accordance with the Payments and Compensation section below.
- Our obligation to pay Referring Agent is set forth in the Payments and Compensation section below.
- We will relinquish our interest in a Qualified Customer if and only if the Selling Agent has a signed written agreement with the Qualified Customer that predates Selling Agent’s acceptance of the Qualified Customer.
- We will not provide contact information of a Customer to Selling Agent unless Selling Agent has accepted these Agent Terms.
- We will state the referral fee that Selling Agent is required to pay to us with each individual lead.
- We may, at our sole discretion, engage a third party to collect any amounts owed to us.
- At any time after accepting a Qualified Customer, we may determine, in our sole discretion, to deem such Qualified Customer to no longer be active. In such event, any transaction that results from such Qualified Referral shall not be deemed a Qualified Transaction and so shall not be subject to a referral payment hereunder.
PAYMENTS AND COMPENSATION
Referring Agent Compensation and Payments from Lifstyl
Referring Agent is entitled to a payment if, and only if, the referral of the Qualified Customer results in a Qualified Transaction for which Lifstyl has received and recognized payment. Lifstyl shall, within a reasonable period of time following receipt of the applicable Commission, promptly pay to Referring Agent an amount equal to a maximum of thirty percent (30%) of the gross referred side commission calculated on a minimum of two percent (2%) gross sale price prior to any allocation of a payment to another party (including but not limited to any split between Agent and Agent’s broker and any referral fee payments to other third parties), after each of the following have occurred: (a) the Customer referred by Referring Agent becomes part of Lifstyl’s referral network, (b) such Qualified Customer completes a Qualified Transaction, and (c) such Qualified Transaction results in a Commission paid to Lifstyl; provided, however, that Lifstyl shall not be required to make any payment to Referring Agent if Referring Agent is in breach of these Agent Terms at the time of such payment, or if such payment is prohibited by law, including but not limited to instances in which Referring Agent is not an actively licensed real estate sales agent or broker at the time payment is to be made.
In the event that Lifstyl permits the Selling Agent to pay the applicable Commission on a term basis, the payment shall be payable ratably to the Referring Agent if and only if payments are received from the Selling Agent. No payment shall be earned on any Qualified Transaction unless and until Lifstyl receives a Commission. Nothing in these Agent Terms shall prevent Lifstyl, at its sole discretion, from forgiving all or part of a Commission owed but not previously paid by a Selling Agent.
Referring Agent’s sole compensation for its performance under these Agent Terms shall consist of the payment Referring Agent receives from Lifstyl upon a Selling Agent’s completion of a Qualified Transaction based on Referring Agent’s referral of a Qualified Customer. Referring Agent has no right to receive any other compensation from Lifstyl for services rendered as a Lifstyl Agent or to receive reimbursement of any expenses or other costs incurred by Agent in connection with these Agent Terms.
Referring Agent agrees that, if Lifstyl deems it appropriate in its sole discretion, Lifstyl may negotiate a lower overall Commission paid to Lifstyl for any Qualified Transaction even if such lower overall Commission may result in a lower overall referral fee paid to Referring Agent.
Agent is obligated to report as income all compensation received by Agent arising from these Agent Terms, and Agent is solely responsible for all taxes, withholdings and other applicable statutory obligations including, but not limited to, any self-employment tax and workers’ compensation insurance.
WARRANTIES AND DISCLAIMER
Each party represents and warrants that it has the right, power, and authority to enter into these Agent Terms and to perform its obligations and duties hereunder, and that the performance of such obligations and duties does not and will not conflict with or result in a breach of any other agreement of such party or any judgment, order or decree by which such party is bound.
EXCEPT AS EXPRESSLY PROVIDED OTHERWISE, YOU ASSUME ALL RISKS CONCERNING THE SUITABILITY AND ACCURACY OF THE INFORMATION PROVIDED BY LIFSTYL OR ANY OTHER AGENT, WHICH MAY CONTAIN TECHNICAL INACCURACIES, TYPOGRAPHICAL ERRORS OR OMISSIONS, AND ALL RISKS ASSOCIATED WITH THE REPRESENTATION OF ANY CUSTOMER, WHICH MAY INCLUDE FACE TO FACE MEETINGS WITH THE CUSTOMER IN EMPTY HOMES, DRIVING TO AND FROM VARIOUS DESTINATIONS AND OTHER ACTIVITIES TYPICALLY ASSOCIATED WITH A REAL ESTATE TRANSACTION. LIFSTYL ASSUMES NO RESPONSIBILITY FOR AND DISCLAIMS ALL LIABILITY FOR ANY SUCH ACTIVITIES, INACCURACIES, ERRORS OR OMISSIONS.
LIFSTYL MAY MAKE CHANGES TO ITS PRODUCT OR SERVICE OFFERINGS AND ANY OTHER INFORMATION AND MATERIALS ON THIS WEBSITE AT ANY TIME AND WITHOUT NOTICE. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AND NOTWITHSTANDING ANYTHING ELSE IN THESE AGENT TERMS TO THE CONTRARY OR OTHERWISE, LIFSTYL WILL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE AGENT TERMS UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, EVEN IF LIFSTYL WAS AWARE OF THE POSSIBILITY OF ANY OF THE FOREGOING DAMAGES. LIFSTYL SHALL NOT HAVE ANY LIABILITY FOR ANY FAILURE OR DELAY DUE TO MATTERS BEYOND ITS REASONABLE CONTROL. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL LIFSTYL BE LIABLE FOR ANY AMOUNT GREATER THAN $100.
Agent shall, at its expense, indemnify, defend and hold Lifstyl harmless from any costs, expenses (including attorney’s fees), losses, damages, and liabilities which Lifstyl may hereafter incur, become responsible for, or pay out as a result of: (a) death or personal injury (including bodily injury) to any person, destruction or damage to any property to the extent caused by negligent or willful acts, errors, or omissions by Agent, its employees, officers, agents, representatives, or subcontractors in the performance of these Agent Terms; (b) any unauthorized representations or warranties made or given by Agent, its employees, officers, agents, representatives, or subcontractors in respect of the Services; (c) the breach by Agent of any representation or warranty made by Agent hereunder; or (d) any alleged failure by Agent to satisfy any tax or withholding obligation.
Lifstyl shall give prompt written notice to Agent, who shall assume and control the defense of Lifstyl’s claim with counsel of Agent’s choice and at Agent’s expense. Lifstyl shall cooperate in the defense in all reasonable respects at Agent’s sole cost and expense. Lifstyl shall be entitled to retain its own counsel at Lifstyl’s own expense to participate in the defense of the claim in an advisory capacity.
TERM AND TERMINATION
Unless terminated earlier as provided below, these Agent Terms shall terminate:
(i) with respect to Selling Agents, upon Lifstyl’s receipt of the Commission from Selling Agent following a Qualified Closing;
(ii) with respect to Referring Agents, upon Lifstyl’s receipt of the Commission from Selling Agent, and payment of the referral fee to Referring Agent, following a Qualified Closing; or
(iii) immediately upon a request for a refund of the Referring Agent Participation Fee.
Notwithstanding the foregoing, Agent agrees to enter into a new Agent Terms if and when Agent provides services to a Lifstyl Qualified Customer in a future transaction; provided, further, that if a new Agent Terms or other written agreement agreed upon by the parties is not entered into within ten (10) days of Selling Agent’s completion of any subsequent Qualified Transaction with, the terms and conditions of these Agent Terms shall be effective with respect to such Qualified Transaction.
Either party may terminate these Agent Terms at any time, with or without cause, upon written notice to the other party. Lifstyl shall be entitled to continue to receive its referral fee as set forth in the Payment and Compensation section (a) for Qualified Transactions completed prior to termination of these Agent Terms and (b) for Qualified Transactions initiated prior to termination of these Agent Terms but completed after termination of these Agent Terms. For avoidance of doubt, termination of these Agent Terms does not terminate Selling Agent’s obligations to pay a Commission to Lifstyl for any Qualified Transaction initiated under these Agent Terms.
Either party may terminate these Agent Terms upon written notice to the other party if the other party is in material breach of any provision of these Agent Terms and: (a) such breach has not been cured within fourteen (14) days after receiving written notice thereof from the terminating party; or (b) if such breach cannot reasonably be cured within such fourteen (14) day period, the breaching party has not commenced to remedy such breach within such period and diligently endeavored to cure such breach within a reasonable time thereafter.
These Agent Terms shall terminate immediately, without notice, (a) upon the institution by or against either party of insolvency, receivership or bankruptcy proceedings, (b) upon either party’s making an assignment for the benefit of creditors, or (c) upon either party’s liquidation, dissolution or ceasing to do business.
The following provisions shall survive the termination or expiration of these Agent Terms for any reason: Warranties and Disclaimer, Limitation of Liability, Indemnification, Term and Termination, Confidentiality, and Miscellaneous.
Agent shall use the proprietary or non-public information disclosed by Lifstyl (“Confidential Information”) only in performing under these Agent Terms and shall retain the Confidential Information in confidence and not disclose to any third party (except as authorized hereunder) without Lifstyl’s prior written consent. Except as otherwise set forth herein, all Confidential Information shall remain the sole property of Lifstyl. Agent shall hold the Confidential Information of Lifstyl in strict confidence in perpetuity.
Notwithstanding the foregoing, Agent’s confidentiality obligations hereunder shall not apply to information which: (a) is already known to Agent prior to disclosure by Lifstyl; (b) becomes publicly available without fault of Agent; (c) is rightfully obtained by Agent from a third party without restriction as to disclosure, or is approved for release by written authorization of Lifstyl; or (d) is required to be disclosed by law or governmental regulation, provided that Agent will provide reasonable notice to Lifstyl of such required disclosure and reasonably cooperate with Lifstyl in limiting such disclosure.
Notices; Modification of Terms
Lifstyl may provide notice to you via email, regular mail, SMS/text message, or by posting notices or links to notices on this website. Lifstyl reserves the right at any time to modify, suspend or terminate the Services (or any part thereof), and/or your use of or access to them, with or without notice. Lifstyl will not be liable to you or any third party for any modification, suspension, or termination of the Services.
Lifstyl may update or change the terms, conditions, and notices for the Services from time to time to reflect changes to the Services, changes in the laws affecting the Services, or for other reasons. You understand that Lifstyl reserves the right to make these changes and that each time you are required to accept these Agent Terms, you are responsible for reviewing these terms, conditions, and notices. Acceptance of these Agent Terms or use of the Services after any such change shall constitute your consent to such change.
Neither party will be liable for any failure or delay in performance under these Agent Terms due to fire, explosion, earthquake, storm, flood or other weather, unavailability of necessary utilities or raw materials, war, terrorism, insurrection, riot, act of God or the public enemy, law, act, order, export control regulation, proclamation, decree, regulation, ordinance, or instructions of Government or other public authorities, or judgment or decree of a court of competent jurisdiction (not arising out of breach by such party of these Agent Terms). In the event of the happening of such a cause, the party whose performance is so affected will give prompt, written notice to the other party, stating the period of time the same is expected to continue.
These Agent Terms may not be assigned or transferred (by operation of law or otherwise) by Agent without the prior written consent of Lifstyl. Subject to the foregoing, these Agent Terms shall inure to the benefit of, and be binding upon, each party’s successors and permitted assigns.
A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Effective Date: June 1st, 2018