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GAPP Partner Agreement

This Referral Partner Agreement (“this Agreement”), dated as of November 14, 2018 (the “Effective Date”), is entered into by and between Glorius Marketplace Florida LLC, a Florida limited liability company (“Glorius”), and the partner (“Referral Partner”). In this Agreement, Glorius and Referral Partner are referred to collectively as the “Parties”, and each is referred to individually as a “Party.”

Recitals

  1. Glorius is engaged in the business of facilitating mortgage lending arrangements among commercial mortgage lenders and borrowers for the financing of real property assets located in Florida (the “Glorius Platform”).
  2. Referral Partner, by virtue of its professional contacts, experience in the industry, or other specialized qualifications, desires to form a referral relationship with Glorius, whereby Referral Partner refers potential mortgage lenders (“Potential Lenders”) and/or non-consumer mortgage borrowers (“Potential Borrowers) to Glorius for the possible funding of loan requests submitted through the Glorius Platform.
  3. Glorius is agreeable to engaging the services of Referral Partner to refer Potential Lenders and/or Potential Borrowers to Glorius subject to the terms and conditions as detailed in this agreement.
  4. This Agreement is intended to set forth the terms and conditions of the referral relationship between Glorius and Referral Partner and the terms and conditions that will govern the referral of Potential Lenders and/or Potential Borrowers by Referral Partner to Glorius.

NOW, THEREFORE, in consideration of the promises and mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, Glorius and Referral Partner agree as follows:

  1. General Provisions. Upon the Parties execution of this Agreement, Referral Partner shall from time to time refer Potential Lenders and/or Potential Borrowers to Glorius, subject to and upon the terms and conditions contained in this Agreement. Glorius reserves the right, in its sole discretion, to reject or decline to enter into the Agreement with any Potential Lenders and/or Potential Borrowers or any other person or entity, for any reason.
  2. Referral Process. Glorius will deliver to Referral Partner a personalized link (the “Referral Link”) for distribution to Potential Lenders and/or Potential Borrowers. The Referral Link will direct Potential Lenders and/or Borrowers to Glorius’ website (the “Glorius Website”) where they will have the opportunity to register as a lender (“Glorius Lender”) or borrower (“Glorius Borrower”) user of the Glorius Platform. Each Potential Lender that becomes a Glorius Lender after arriving at the Glorius Website through the Referral Link shall be referred herein as a “Lender Referral.” Each Potential Borrower that becomes a Glorius borrower after arriving at the Glorius Website through the referral Link shall be referred herein as a “Borrower Referral.”
  3. Registration. Following any such referral by Referral Partner of a Potential Lender or a Potential Borrower to the Glorius Website, Glorius shall be free to accept or reject the registration of the Potential Lender or Potential Borrower in its sole and absolute discretion. In the event that Glorius accepts the registration of a Potential Lender or a Potential Borrower, Referral Partner shall have no further involvement in the Potential Lender’s or Potential Borrower’s relationship and dealings with Glorius. Glorius shall have no liability to Referral Partner for any failure by Glorius to accept the registration of any Potential Lender or Potential Borrower. Referral Partner shall not represent to any Potential Lender or Potential Borrower that Glorius has approved or will approve any registration. Glorius may terminate a relationship with any lender or borrower so approved at any time, in its sole discretion, with no obligation to Referral Partner, other than the payment of any applicable Referral Fees earned by and owing to Referral Partner up to the date of termination.
  4. Terms of the Agreement. This Agreement begins on the Effective Date, and, unless terminated earlier in accordance with this Section 6, continues for a period of two years (the “Term”). Thereafter, subject to Section 6, the Term shall be extended automatically for consecutive terms of 12 months (each a “Renewal Term”) unless either Party provides written notice of its decision not to renew at least thirty (30) days before the end of the initial Term or Renewal Term.
  5. Compensation. During the Term, Glorius shall pay to Referral Partner a referral fee (“Referral Fee”) for each Lender or Borrower Referral that completes a mortgage loan closing on the Glorius Platform (“Glorius Loan”). The Referral Fee payable to Referral Partner shall be based on a percentage of the aggregate volume of closed Glorius Loans completed by Lender and/or Borrower Referrals referred by Referral Partner during a one (1) month period (the “Compensation Period”) (the first such period commencing on the date of the first of the month in the same month the Glorius loan is closed), in accordance with the Referral Fee schedule as set forth in Exhibit A. The Referral Fee shall be paid in U.S. Dollars on the tenth calendar day of the following month for each Compensation Period. Glorius will not pay a Referral Fee to Referral Partner for any Lender Referral or Borrower Referral that registers as a Glorius Lender or a Glorius Borrower but does not close a Glorius Loan. Referral Partner shall only be paid a Referral Fee by Glorius for Glorius Loans closed by Lender Referrals and/or Borrower Referrals referred by Referral Partner. Glorius will not pay Referral Fees to Referral Partner for Glorius Loans closed by Referral Partner [outside of Glorius’ website].
  6. Termination. Each Party reserves the right to terminate this Agreement: (i) immediately and without notice in the event that the other Party breaches any provision of this Agreement or any other related agreement; (ii) upon providing the other Party with at least thirty (30) days written notice of its intent to terminate this Agreement, for any or no reason; (iii) upon a determination that the other Party is subject to a judgment in a civil or criminal proceeding that materially adversely affects the Party’s ability to perform under this Agreement; or (iv) upon the determination that the act, omission, or written or oral statement of the other Party has materially adversely affected the reputation, goodwill, rights, licenses or franchises of the other Party. Termination of this Agreement will not affect any other right or remedy at law or in equity of either Party. In the event that this Agreement is terminated for any reason, Glorius shall pay to Referral Partner all compensation accrued through the date of termination in accordance with Section 5. Upon such termination, both Parties shall be released from all further obligations hereunder, except that Sections 12, 13, 14, 15 and 16 shall remain in full force and effect.
  7. Referral Partner’s Obligations. In connection with the referral services contemplated under this Agreement, Referral Partner agrees as follows:
    1. Referral Partner agrees to refer to Glorius only financially responsible Potential Lenders or Potential Borrowers of good reputation and high integrity whose income and financial resources neither are derived, directly or indirectly, from any illegal activity nor have the appearance of being so derived;
    2. In performing the referrals and engaging in any related activities, Referral Partner shall at all times observe and comply with the requirements of all relevant governmental or regulatory authorities applicable to Referral Partner;
    3. Referral Partner shall not place any advertisement or distribute any marketing materials identifying Glorius or any related company as giving particulars of the services provided by Glorius or any related company without Glorius’ prior written approval;
    4. Referral Partner shall not print or instruct to be printed any business cards or similar business material making reference to Glorius or any related company without Glorius’ prior written approval; and
    5. Referral Partner shall, at all times during the Term, conduct himself in such a way as not to damage the reputation or business relationships of Glorius.
    6. Referral Partner shall not refer Potential Borrowers for personal, family, or household loans, or for purposes otherwise considered consumer lending under applicable state and federal law.
  8. Representations and Warranties of Referral Partner Referral Partner makes and will be deemed to have made to Glorius, at all times that this Agreement is in effect, all of the following representations and warranties:
    1. Due Authority. Referral Partner has the full power and authority and legal right to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement, and to conduct its business as presently conducted, has duly authorized the execution, delivery and performance of this Agreement and any agreements contemplated hereby, has duly executed and delivered this Agreement, and any agreements contemplated hereby, and this Agreement, constitutes a legal, valid and binding obligation of Referral Partner, enforceable against it in accordance with its terms, and all requisite corporate action has been taken by Referral Partner to make this Agreement and all agreements contemplated are hereby valid and binding upon Referral Partner in accordance with their terms, subject to bankruptcy, insolvency and other laws of general application affecting the rights of creditors;
    2. No Conflicts. None of the execution and delivery of this Agreement, the referral of Potential Lenders or Potential Borrowers to Glorius, or the fulfillment of or compliance with the terms and conditions of this Agreement, will conflict with, or violate any law or regulation applicable to Referral Partner or contravene any material contract by which Referral Partner is bound;
    3. No Litigation. There is no suit, action, arbitration, or regulatory investigation pending, or to Referral Partner’s knowledge, threatened, against Referral Partner which (1) would cause this Referral Agreement to be unenforceable or (2) alleges that Referral Partner has defrauded or mislead investors, or used unfair or deceptive practices in the conduct of its business transactions.
    4. No Misleading Statements. Referral Partner will not knowingly submit to Glorius any statements, information and documentation in connection with this Agreement that are not true, correct and complete in all material respects. Referral Partner shall not be deemed to have guaranteed or verified the accuracy of any Potential Lender’s or Potential Borrower’s provided credentials.
    5. No Consents. No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by Referral Partner of or compliance by Referral Partner with this Agreement, or the consummation of the transactions contemplated by this Agreement, except for consents, approvals, authorizations and orders which have been obtained; and
    6. No Deceptive Practices. Referral Partner has and will not engaged in any deceptive practices in connection with the solicitation and referral of Potential Lenders or Potential Borrowers. Referral Partner has not misled Potential Lenders or Potential Borrowers about the costs or benefits of using the Glorius Platform.
  9. Representations and Warranties of Glorius. Glorius makes and will be deemed to have made to Referral Partner, at all times that this Agreement is in effect, all of the following representations and warranties:
    1. Glorius is duly organized and validly existing under the laws of the State of Florida and has full power and authority to execute, deliver, and perform its obligations under this Agreement, and this Agreement is Glorius’ legal, valid, and binding obligation, enforceable against Glorius in accordance with its terms;
    2. the execution and performance of Glorius’ obligations under this Agreement will not violate any law or regulation applicable to Glorius or contravene any material contract by which Glorius is bound; and
    3. payment by Glorius to Referral Partner of the compensation contemplated by this Agreement will not violate any law or regulation applicable to Glorius.
  10. Independent Contractor. While engaging in any activities pursuant to the Agreement, Referral Partner is acting solely as an independent contractor. Referral Partner shall not represent or imply in any manner that any of its officers or employees are officers or employees of Glorius. Referral Partner shall have no authority to execute any documents of any type on behalf of Glorius nor shall Referral Partner have the authority to make any commitments on behalf of Glorius. In all dealings with a Lender Referral or a Borrower Referral, Referral Partner shall disclose in an appropriate manner that Referral Partner is an independent entity with a contractual affiliation with Glorius.
  11. Non-Exclusive Agreement. The referral services being provided by Referral Partner are on a non-exclusive basis, and Referral Partner shall be entitled to perform or engage in any activity not inconsistent with or otherwise prohibited by this Agreement.
  12. Indemnification. Each Party agrees to indemnify, defend, and hold the other harmless from and against any and all losses or liabilities arising directly or indirectly from such Party’s breach of this Agreement or from any negligence, misfeasance, or misconduct by such Party relating to this Agreement.
  13. Confidentiality. “Confidential Information” means, with respect to either Party, information that such Party has received or developed, in whole or in part, as a direct or indirect result of such Party’s association with the other Party and includes:
    1. The names of, and all other information relating to, Lender Referrals, Potential Lenders, Borrower Referrals, Potential Borrowers, or any other clients of the other Party, or that such Party has had discussions with or identified as prospective clients;
    2. Proprietary information and trade secrets of the other Party;
    3. Any other materials or information related to the business or activities of the other Party that are not generally known to others engaged in similar businesses or activities or which could not be gathered or obtained without significant expenditure of time, effort and money;
    4. All inventions and ideas that are derived from or relate to the Party’s access to or knowledge of any of the above enumerated materials and information; and
    5. Any other information of, about, or concerning the business of the other Party or the business of clients of the other Party, its manner of operation, its plans, processes, or other data of any kind, nature, or description, without regard to whether any or all of the foregoing matters would be deemed confidential, material, or important.
    6. “Confidential Information” does not include:
      1. Any information to the extent that such information is publicly known or generally utilized by others engaged in the same business;
      2. Any information that the Party has gathered or obtained (other than by its association with other Party) after termination of such Party’s association with the other Party from such other public sources by the Party’s own expenditure of significant time, effort and money;
      3. Information received from a third Party outside the other Party that was disclosed without a breach of any confidentiality obligation;
      4. Information approved for release by written authorization of the other Party; and
      5. Disclosures of information that may be required by law or an order of any court, agency or proceeding to be disclosed.
    7. Each Party shall not, during and after its association with the other Party, divulge, disclose, or communicate any Confidential Information, directly or indirectly, to any person or entity, except to the extent such disclosure is necessary to the business of the other Party. Each Party shall use its best efforts to prevent the improper divulging or disclosure of any Confidential Information.
    8. Upon termination of this Agreement, all documents, supplies, records, computer media, notebooks and similar repositories of or containing Confidential Information, originals and copies belonging to either Party in the other Party’s possession, whether prepared by that Party, the other Party or others, shall be delivered to the Party that owns such Confidential Information, absent a legal obligation or any bona fide policy established for the purpose of complying with a legal obligation, in which instance the Party may keep a copy of such documents to comply with such legal obligations or policy.
  14. Miscellaneous. This Agreement:
    1. No Modifications. May only be modified by an amendment in writing executed by and delivered to each of the Parties hereto;
    2. Integrated Agreement. Represents all oral and written agreements, representations and arrangements between the Parties and supersedes any prior agreements with respect to the subject matter hereof between the Parties;
    3. Successors and Assigns. Is a contract for personal services and neither Party may assign its rights or obligations under this Agreement nor delegate any duties hereunder, without the prior written consent of the other Party. This Agreement shall inure to the benefit of and be binding upon each Party and such Party’s successors and permitted assigns.
    4. Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if hand delivered or delivered by recognized international courier service or by registered or certified mail, return receipt requested, postage prepaid, in each case addressed to the address that either Party furnished most recently to the other for such purposes.
    5. Misrepresentations. No representation, inducement or commitment other than as expressly set forth in this Agreement has been made or relied upon by the Parties.
    6. Severability. If any of provision of this Agreement or its application to any person or circumstances will be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other persons or circumstances will not be affected thereby and will be enforced to the greatest extent permitted by law.
    7. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute the same agreement. The execution of this Agreement may be by actual, electronic or facsimile signature.
    8. Waiver. No consent or waiver, express or implied, by any Party to or of any breach or default by any Party in the performance by any other Party of its obligations under this Agreement shall be deemed or construed to be a consent to or waiver of any other breach or default in the performance by such other Party of the same or any other obligation of such Party under this Agreement. Failure on the part of a Party to complain of any act or failure to act of any other Party or to declare such other Party in default, irrespective of how long such failure continues, shall not constitute a waiver by such Party of its rights under this Agreement.
    9. Jury Trial Waiver. Each of the Parties hereby voluntarily and irrevocably waives any right it may have to a trial by jury in connection with any dispute in relation to this Agreement.
  15. Governing Law Provision. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, United States of America (without regard to its conflicts of laws principles).
  16. Arbitration Clause. Except to the extent expressly provided below, any controversy, claim or dispute between or among the parties hereto, including any such controversy, claim or dispute arising out of or relating this Agreement, any related agreements or instruments, or the transaction contemplated herein or therein shall be determined by binding arbitration in accordance with the Federal Arbitration Act, Title 9, United States Code (or if not applicable, the applicable state law), and the then-current applicable rules for arbitration of the American Arbitration Association.

Exhibit A

Referral Fee Schedule

The following is the Referral Fee schedule pursuant to Paragraph 5 of the Agreement between Glorius and Referral Partner. Capitalized terms used herein shall have the meanings ascribed to them in the Agreement.

Aggregate Volume of Closed
Glorius Loans Completed
By Lender Referrals during Compensation Period*

Lenders

Borrowers



Referral Fee %

0.25%

0.10%

* Compensation Period Begins On the first day of each month and is payable on the 10th day of the following month.

Fields indicated by * are mandatory fields.