REFERRAL AGREEMENT

CUSTOMER SPECIFIC REFERRAL AGREEMENT (EFFECTIVE JANUARY 09, 2017)

BY CLICKING THE “SUBMIT” BUTTON DISPLAYED AS PART OF THE REFERRAL PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNING YOUR PARTICIPATION IN THE E*HEDGE REFERRAL PROGRAM (THE “PROGRAM”). IN THE EVENT EHEDGE, Inc. ACCEPTS YOUR CUSTOMER SPECIFIC REFERRAL, YOU AGREE THAT THE FOLLOWING TERMS AND CONDITIONS SHALL APPLY.

THE “EFFECTIVE DATE” OF THIS AGREEMENT SHALL BE THE DATE OF E*HEDGE’S ACCEPTANCE OF YOUR REFERRAL.

This Customer Specific Referral Agreement (the “CSRA”) is entered into as of the “Effective Date” and is incorporated by reference into the Master Referral Agreement by and between EHedge, Inc., a Florida corporation (the “Company”), and the “Referring Trader”.

WHEREAS, both parties entered into a Referral Agreement which contemplated the creation of individual sub-agreements to be designated as Customer Specific Referral Agreements;

NOW, THEREFORE, in consideration of the mutual covenants and representations, and subject to the conditions herein contained, the parties hereto agree as follows:

  1. CUSTOMER Referred from referring party. This Agreement is not effective unless and until the Company notifies you in writing (including via email) that your referral has been accepted. This CRSA is limited to the specific CUSTOMER referred to herein and nothing herein shall be construed as applying to any other referred customer or any other customer of E*Hedge.

  2. Referral Fee. In consideration for referral party’s referral of customer, the Company shall pay the referral part a fee (“Referral Fee”) equal to:

  3. 10% of the “monthly management fee”. Percentages are based on the “monthly management fees” actually collected and received by the Company from customer. In no event shall any fees be owed beyond the term of the contractual agreement between EHedge and the customer.

  4. The Referral Fees shall be paid for the first 24 months of the term of the initial hosted services agreement with customer.

  5. The Referral Fee shall be due and payable for the total managed portfolios under the clients account at the time of initial account setup entered into by customer and EHedge. In the event additional portfolios are ordered by an existing referred customer, the referral fee applied to those additional portfolios shall follow the same formula detailed in Section 2a. In the event that portfolios are discontinued at any time, the referral fee applied to any and all remaining portfolios shall follow the same formula detailed in Section 2a.

  6. No Referral Fee shall be due, owing or payable for any fees, including, charges for transactions not executed through broker, cost associated with exchanging currencies, wire transfer fees, paper statements, wires, check writing or other fees required by law

  7. All Referral Fees shall be due and payable to Web Based Author within 30 days of the date the Company actually receives payment from customer of the net VCC Party Seat fees for which the Referral Fee is due. No Referral Fees shall be due on outstanding or unpaid customer invoices.

  8. “Investor advisory service fees” shall mean only monthly portfolio fees actually collected by the Company after deduction of any taxes, charge-backs, discounts, refunds, tariffs and other extraordinary charges.

  9. Company Discretion. The Company has the right, in its sole and absolute discretion, to determine whether and on what terms it will enter into an agreement or modify an existing agreement with the prospective customer and whether to accept or reject or terminate any application or agreement with the customer. If the Company declines to enter into an agreement with the prospective customer, the Company shall have no obligation to Referring Party hereunder with respect to such customer or regarding any agreement with such customer that occurs after termination of this Agreement.

  10. Relationship Between The Parties. Referring Party shall operate as an independent contractor and shall not act as, or be, an Party, employee, partner or joint venturer of the Company. Referring Party shall in no way have authority to bind or obligate the Company in any respect.

  11. Compliance With All Laws. Web Based Author shall perform the services provided herein in compliance with all applicable laws, rules, and regulations.

  12. Termination. This Agreement automatically renews twelve months from the Effective Date unless (i) terminated earlier by the Company for any reason or cause or (ii) Referring Party enters into a subsequent Referral Agreement with the Company, either in writing or electronically, in which case this Agreement will automatically terminate upon the effective date of such subsequent Referral Agreement. Termination for cause shall include, but is not limited to, breaches of confidentiality or disclosures of proprietary information to third parties including direct competitors of the Company; or intentional misrepresentations or fraudulent actions or statements by Referring Party as to Company’s products, services, pricing, terms or any other aspect of the Company’s business to prospective customers or to any third-party. The termination of this Agreement shall be limited to the Referring Party’s engagement under this Agreement; individual Sub-Agreements entered into pursuant to this Agreement shall remain in effect and shall be governed by the terms of the specific Sub-Agreement.

  13. Miscellaneous. This Agreement and the individual Sub-Agreements entered into pursuant to this Agreement constitute the entire Agreement between the Company and Referring Party and supersedes all prior agreements between the parties, whether oral or written, and may only be amended by (i) a writing signed by both parties, (ii) Referring Party’s electronic acceptance of an amendment to this Agreement or (iii) Referring Party entering into a subsequent agreement with the Company, either in writing or electronically, which specifically amends this Agreement. In the event of any conflict between this Agreement and an individual Sub-Agreement, the individual Sub-Agreement will control. For the avoidance of doubt, if there are terms and conditions in this Agreement regarding subjects on which an individual Sub-Agreement is silent, such silence will not constitute a conflict and the terms and conditions in this Agreement will control. This Agreement shall be governed by and construed under the laws of the State of California without regard to its conflict of law rules. Venue for all disputes arising out of this Agreement shall be Broward County, Florida. Any notice or other communication required or permitted to be given by either party shall be given in writing either personally or by U.S. first class mail, postage prepaid, addressed to the other party at the address shown below such party’s signature hereto or to such other address as either party shall indicate by proper notice to the other in the same manner as provided above. All notices will be deemed effective either upon receipt or five (5) business days after mailing in accordance with the above provisions. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be amended only by a writing executed by the parties hereto and the observance of any term of this Agreement by a party hereto may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the other party. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision, or such portion of such provision as may be necessary, shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be thereafter enforceable in accordance with its terms.

Copyright © 2019 E*Hedge Financial, Inc.

E*Hedge Financial, Inc.