This is an agreement between HedgeStone Group LLC. (“Broker”), with offices located in the state of New York and Florida, and Business Sales Consultant Program Participant (Affiliate).
BROKER provides brokering services to businesses across the United States. HedgeStone Group is offering an opportunity for the Affiliate to join the BROKER Affiliate Program, for the purpose of referring interested businesses to Broker.
Affiliate, by entering into this Agreement is accepting Broker’s offer to Affiliate to enter Broker’s affiliate program by registering at HedgeStone.com/join-hedgestone and by paying an account setup fee of $495.00, (The Setup Fee).
In consideration for Affiliate’s payment of the setup fee, BROKER will provide the following products & services to the affiliate:
A. A detailed guide explaining exactly how to begin getting exclusive seller listings immediately
B. Custom HedgeStone Group business cards
C. Access to a portal, for submitting leads and tracking the progress of these leads as they are worked by BROKER
D. Access to an inquiry form for the purpose of asking questions and receiving answers from brokers at BROKER.
E. Access to a phone number for the purpose of asking questions and receiving answers from brokers at BROKER.
F. Handle all aspects of the transaction, from getting the exclusive listing agreement to closing the sale.
G. Promote affiliate’s referred listings to BROKER’s network of buyers, as well as on numerous online platforms.
H. Pay a commission to the affiliate, of 30% of the net brokerage commission received by BROKER at the closing of the sale. The net amount refers to the amount received by BROKER, minus any costs incurred by BROKER in the facilitation of the referred sale.
I. Offer in-house training for a senior-level broker position, based on the affiliate’s performance, at BROKER’s Sole Discretion.
1. Independent Contractor Status – Affiliate agrees to work for Broker as an Independent Contractor, and not as an employee, however, Affiliate understands that Broker is legally accountable for the activities of the Affiliate. All costs and obligations incurred by Affiliate in conducting his/her independent business shall be paid solely by Affiliate, who will hold Broker harmless from all costs and obligations. Affiliate will act independently as to the management of his/her time and efforts and will be responsible for timely payment of all of his/her own expenses such as industry association dues, licensing renewals, transportation, cellular telephones, etc., as they are incurred. Affiliate agrees that Broker shall not be responsible for any of the following duties or obligations to Affiliate:
i. Worker’s Compensation or any similar statutory scheme for injured employees;
ii. Payment of minimum wage, salary or overtime time pay pursuant to the Fair Labor Standards Act;
iii. Unemployment Compensation or any similar statutory requirement;
iv. Medical plans or benefits; v. Retirement plans, individual retirement accounts, or any similar provisions, including any contributions thereto; vi. Sick pay or leave, or any similar benefits;
vii. Family or personal leave or any similar benefits; and
viii. Any other statutory or common law obligations as may be imposed upon an employer, with respect to an employee.
Affiliate further understands and agrees that, because he/she is an Independent Contractor and not an employee of Broker, Broker will not withhold any Federal or State Income Tax, Social Security (FICA) or Unemployment taxes from Affiliate’s commissions paid. Affiliate is personally responsible for paying any and all Federal and State Income, Social Security and other taxes, and for maintaining all expense records as required by law and represents to Broker that all such amounts will be withheld and paid when due. Affiliate shall indemnify and hold Broker harmless from any liability or costs thereof. Affiliate further understands and acknowledges that Broker provides NO Workman’s Compensation coverage. Affiliate hereby specifically waives such coverage and represents to Broker that he/she understands that, if Affiliate desires such coverage, Affiliate must personally obtain such coverage directly from their State of Residence or an insurance carrier of Affiliate’s choice, at Affiliate’s sole expense. Affiliate shall be permitted to work such hours as Affiliate may elect to work.
Affiliate shall comply with the requirements of Article 12-A of the Real Property Law and the regulations pertaining thereto. Such compliance shall not affect Affiliate’s status as an Independent Contractor, nor shall such compliance be construed as an indication that Affiliate is an employee of Broker for any purpose whatsoever.
2. Compensation. Broker will negotiate all terms and conditions of fees charged clients including but not limited to, the amount and payment date. Broker will compensate Affiliate as follows:
Affiliate will receive a one-time payment (The Commission) within 30 days of the receipt of commissions by Broker, at the close of the sale of said referred business (The Transaction).
Affiliate fees shall be structured as follows:
Affiliate shall be entitled to 30% of the net brokerage commission received by BROKER at the closing of the sale. The net amount refers to the amount received by BROKER, minus any costs incurred by BROKER in the facilitation of the referred sale. If the commission is broken into individual payments, per the listing agreement between Broker and referred client, Affiliate shall be commissioned separately, for each individual payment received by Broker, within 30 days of receipt by Broker.
3. Internet and Email Monitoring – Affiliate acknowledges that he/she waives his/her right to privacy of Internet use, in email messages or images sent or received, or in records visited on the Internet while in use of Broker’s resources. Broker has the right to inspect such activity without the Affiliate’s consent.
4. Hold Harmless and Indemnification – As a material provision of this agreement, Affiliate agrees that, for all actions that Affiliate does during his/her contractual relationship with Broker, Affiliate will forever indemnify and hold harmless Broker, their heirs, successors, spouses and assigns, from any and all claims, complaints, causes of action, Realtor® arbitration demands, damages and liabilities of every kind whatsoever, whether known or unknown, including without limitation of any action, omission, negligence or any other basis of liability or complaint, in any forum, brought by any third party against HedgeStone Group LLC.. No action or complaint arising out of a real estate transaction in which Broker was involved may be brought by Affiliate before anybody, against any third party, without prior written consent of the Broker. If the Broker initiates any litigation or arbitration action on behalf of the Affiliate or if the Broker must defend any action of the Affiliate in litigation or arbitration, Affiliate will pay all related filing fees and attorney fees. Affiliate agrees to indemnify, defend, reimburse and hold harmless Broker, all at the expense of Affiliate from and against any and all third (3rd) party claims, liabilities, expenses (including, without limitation, the disbursements, expenses and reasonable fees of Broker’s attorneys and other losses that may be imposed upon, incurred by or asserted against any Broker resulting from, arising out of or directly or indirectly related to (a) any default (whether in whole or in part) by Affiliate or any representative of Affiliate, of any of their obligations, whether or not disclosed to Broker and whether or not the Broker relied thereon or had knowledge thereof, or (b) the claims of creditors of the Affiliate seeking sums due from Affiliate or Affiliate’s representative whether arising prior to or after the date hereof. For the avoidance of doubt, the indemnification provided under this Section shall pertain to all claims threatened or brought against Affiliate and shall also pertain to all claims relating to outstanding payments on payroll taxes or any taxes owed by Affiliate.
5. Protection of Listings and Contracts – If Affiliate terminates his/her contractual relationship with Broker for any reason, any and all listings/NDA’s obtained through the efforts of Affiliate during the term of this Agreement shall remain with the Broker and Affiliate shall not be entitled to any compensation for transactions that enter into contract after termination of this Agreement. Broker and Affiliate agree that Broker has provided proprietary and confidential information to Affiliate including but not limited to trade secrets, client lists, listings/NDA’s, marketing materials and other proprietary information. As such Affiliate acknowledges that there is a value to these items. Affiliate agrees not to engage, as an officer, director, shareholder, owner, partner, employee, agent, member, joint venture, or in a managerial capacity, whether as an employee, independent contractor, consultant, or advisor, or as a sales representative, in any activity which is in competition with Broker or its affiliates anywhere for a period of two (2) years after termination of the relationship between Broker and Affiliate. During this time frame Affiliate shall not, solicit, entice, persuade, or induce any employee, consultant, agent or independent Affiliate of Broker or of any of its subsidiaries or affiliates to terminate his or her employment or Affiliate arrangement with Broker. During this time frame Affiliate shall not solicit, entice, persuade, or induce any person or entity which is, at that time, or which has been, a client or lead generated by Broker (including the respective affiliates thereof) for the purpose of soliciting or selling products or services in competition with Broker or its affiliates. Affiliate hereby consents to the jurisdiction of any court having equity jurisdiction, for the purpose of the enforcement by Broker of any part of this paragraph or this Agreement, it being acknowledged and agreed that any such breach or threatened breach of this paragraph will cause irreparable injury to Broker and that money damages will not fully provide adequate remedy to Broker. If Affiliate breaches or threatens to commit a breach of any of the provisions of this Agreement, Broker shall have the following rights and remedies, each of which shall be independent of the other and severally enforceable, and all of which together shall be in addition to, and not in lieu of, any other rights and remedies available to Broker under law or in equity:
- Affiliate shall be required to account for and pay over to Broker all compensation, profits, monies, accruals, increments, or other benefits derived or received by it and/or them, as a result of any transactions constituting a breach of this Agreement, Affiliate shall account for and pay such benefits to Broker.
- Affiliate shall jointly and severally indemnify Broker and shall promptly pay for any liability, damages, loss, costs, or expenses including reasonable attorney’s fees incurred by Broker as a result of any breach of this Agreement and/or enforcement of this Agreement.
6. MLS Fines, Arbitration, Court Actions – Affiliate agrees to reimburse the Broker for any fine charged or arbitration loss or court loss charged to the Broker for any infraction caused by the Affiliate, by any MLS board for infractions of board rules by cash payment or by authorization of credit card charge or commission adjustment, which is hereby granted to Broker.
This Agreement shall be governed and construed in accordance with the laws of the State of Florida and all its terms, covenants and provisions insofar as applicable, shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, executors, administrators, successors and assigns.
Broker reserves the right to deny Affiliate admission into the BROKER Affiliate Program
Broker reserves the right to cancel or modify this agreement and will notify Affiliate via email should such modification take place.
Affiliate agrees that they are not employees or representatives of BROKER, and may not represent themselves as employees, representatives, owners, or partners of BROKER.
Broker makes no guarantees of any kind, including guarantees of accuracy of information provided to affiliate, earnings, potential earnings, future earnings, or that the BROKER affiliate program will be suitable for the affiliate, or that the BROKER affiliate program will be suitable for any purpose, or will remain available, error-free, or accessible at any given time.
BROKER reserves the right to refuse admission into its affiliate program for any or no reason.
HedgeStone Group reserves the right to cancel an affiliate’s access to the affiliate program at any time and for any or no reason.
The Affiliate may cancel their affiliate account at any time, for any reason, by clicking the Account Cancellation button inside their portal.
Upon cancellation by affiliate or by BROKER, any referred businesses submitted by the affiliate will be ineligible for any commission payable to the affiliate.
If the Setup fee is charged back or disputed in any way by affiliate, BROKER may in its sole discretion, revoke access to the affiliate program by affiliate, and any commissions that may become due by BROKER to Affiliate will also be revoked.
Affiliate agrees that there are expenses incurred by Broker for the setup of Affiliate’s account and, as such, there are no refunds for any setup fees paid by Affiliate to Broker.
Effective Date: 1/1/2022