BUILDOLY PARTNER REFERRAL TERMS
AGREEMENT TO THESE TERMS
These Partner Referral Terms (the "Terms") govern your participation in the Buildoly agent referral program (the "Program"). They are a legally binding agreement between you, whether personally or on behalf of your brokerage ("you" or the "Partner"), and Buildoly Inc., operating under California Contractors State License Board License No. 1134744, Class B – General Building ("Buildoly"). By enrolling in the Program, you agree that you have read, understood, and agreed to be bound by these Terms. If you do not agree, do not enroll in or participate in the Program.
Buildoly designs, permits, and builds accessory dwelling units ("ADUs") across Southern California at a guaranteed all-in price. The Program lets you refer prospective ADU clients to Buildoly and provide them with Buildoly-prepared, co-branded ADU feasibility reports.
Your participation is also governed by Buildoly's Privacy Policy, available at https://www.buildoly.com/privacy and incorporated into these Terms by reference, which describes how Buildoly collects, uses, and shares personal information, including information you provide about Prospective Clients.
1. REFERRAL ARRANGEMENT
You may, on a non-exclusive basis, refer prospective homeowners and property owners ("Prospective Clients") to Buildoly for ADU design and construction services. Your role is limited to making introductions and delivering Buildoly-prepared materials. You have no authority to, and will not, solicit, negotiate, price, modify, or execute any home improvement or construction contract on Buildoly's behalf. The Program is non-exclusive, no minimums apply, and you may refer clients to and work with any other party.
2. REFERRAL FEE
Buildoly will pay a referral fee of $5,000 for each Qualified Referral that becomes a Funded Project (the "Referral Fee"), subject to these Terms. Only one Referral Fee is payable per property or project.
A "Qualified Referral" is a Prospective Client who (a) is introduced to Buildoly by you, (b) was not already an active lead, customer, or prospect in Buildoly's records at the time of the introduction, and (c) is first attributed to you under Buildoly's first-touch attribution records. Buildoly's records of origination and attribution are determinative, absent manifest error.
A "Funded Project" occurs, and the Referral Fee is earned, when the referred Prospective Client has executed a construction agreement with Buildoly and Buildoly has received the funding or payment milestone that commences construction. The Referral Fee is payable within thirty (30) days thereafter. No Referral Fee is owed on any referral that does not reach a Funded Project, and no fee is owed for mere introductions, reports, consultations, or site visits.
You represent that you are a licensed California real estate salesperson or broker. Where you are a licensed salesperson, you acknowledge that under California Business and Professions Code Section 10137 any compensation for a referral must be paid to and through your responsible broker of record, and you direct Buildoly to pay the Referral Fee to your broker of record on your behalf. Before any Referral Fee is paid, Buildoly may require a separate written agreement signed by you and your broker of record. You are solely responsible for any division of the Referral Fee between you and your broker of record. Referral Fees are paid to an independent contractor; the recipient is solely responsible for all taxes, and Buildoly will issue a Form 1099 where required.
Buildoly may modify, suspend, or discontinue the Program, or change the Referral Fee amount or the eligibility criteria, at any time in its sole discretion, effective prospectively. Any such change applies only to referrals you introduce after the change takes effect and does not reduce a Referral Fee already earned under this Section.
If, after a Referral Fee becomes payable or is paid, the referred transaction is canceled, rescinded, refunded, or otherwise does not close, or if Buildoly reasonably determines the referral did not qualify, Buildoly may withhold the Referral Fee or recover any amount already paid, including by set-off against other amounts owed to you.
3. YOUR REPRESENTATIONS AND COMPLIANCE
You represent and warrant that you hold your real estate license in good standing, that you are permitted by your broker of record and by applicable law and policy to receive referral compensation, and that your participation does not violate any law, rule, or brokerage policy. You will make only truthful statements about Buildoly, its services, pricing, and the ADU reports; make no representation, warranty, or guarantee to any Prospective Client on Buildoly's behalf; disclose the existence of this referral relationship to Prospective Clients where required by law or professional duty; and comply with all applicable laws, including real estate licensing law, fair housing, and consumer-protection and advertising rules.
You represent and warrant that, before submitting any Prospective Client's information to Buildoly, you have obtained all consents required by law for you to share that information with Buildoly and for Buildoly to contact the Prospective Client by phone, text message, and email regarding ADU services, and you will not submit a Prospective Client's information without such consent.
By enrolling, you consent to receive communications from Buildoly about the Program by phone, text message, and email at the contact information you provide. Message and data rates may apply, and you may opt out of marketing communications at any time.
You acknowledge that Buildoly's ADU feasibility reports provide illustrative estimates only, are not appraisals or guarantees of rent, value, or buildability, and are subject to confirmation at a site visit. You will present them as such and will not alter them.
4. INDEPENDENT CONTRACTOR; NO AGENCY
Each party is an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship. Neither party may bind the other, and you will not hold yourself out as an employee, agent, or representative of Buildoly, or as a contractor, home improvement salesperson, or seller of construction services.
5. CO-BRANDED MATERIALS; INTELLECTUAL PROPERTY
Buildoly grants you a limited, revocable, non-exclusive, non-transferable license to use Buildoly-provided co-branded reports and marketing materials solely to make referrals under these Terms and only in unaltered form. All such materials, and all intellectual property in Buildoly's reports, data, methods, and brand, remain Buildoly's exclusive property. You grant Buildoly a limited, revocable license to use your name, DRE license number, brokerage, likeness, and logo to co-brand reports and materials prepared for you and your clients.
6. CONFIDENTIALITY
Each party will keep confidential the other's non-public information, including Buildoly's pricing, cost data, reports, methods, and client information, and will use it only to participate in the Program. This obligation survives termination.
7. TERM AND TERMINATION
These Terms apply from the date you enroll and continue until terminated. Either party may terminate for convenience upon fourteen (14) days' prior written notice, and either party may terminate immediately upon the other's material breach or your loss of required licensure. Termination does not affect a Referral Fee for any Qualified Referral that becomes a Funded Project on or before the effective date of termination, or within one hundred eighty (180) days thereafter. Sections 2, 3, 4, 6, 8, 9, and 10 survive termination.
8. DISCLAIMERS; LIMITATION OF LIABILITY
Buildoly does not guarantee any number of referrals, Funded Projects, or amount of fees. Your sole compensation under these Terms is the Referral Fee earned under Section 2. To the maximum extent permitted by law, neither party is liable to the other for indirect, incidental, special, consequential, or punitive damages, and each party's aggregate liability arising out of these Terms will not exceed the total Referral Fees paid or payable in the twelve (12) months preceding the claim. This limitation does not apply to either party's indemnification obligations or liability for its own fraud, willful misconduct, or breach of Section 6.
9. INDEMNIFICATION
You will defend, indemnify, and hold harmless Buildoly and its officers, employees, and affiliates from any claim, loss, or liability arising out of (a) your breach of these Terms, (b) your representations, statements, or conduct toward Prospective Clients or third parties, (c) your violation of real estate licensing, advertising, or other law, or (d) any dispute between you and your broker of record over the Referral Fee. Buildoly will defend, indemnify, and hold harmless you from any claim arising out of Buildoly's design or construction of an ADU, except to the extent caused by you.
10. GENERAL
These Terms are governed by the laws of the State of California. Any dispute arising out of or relating to these Terms will first be submitted to good-faith mediation and, if unresolved, to final and binding arbitration before JAMS in Los Angeles County, California, in accordance with its rules then in effect. These Terms are the entire agreement between the parties regarding referrals and supersede all prior understandings. Buildoly may update these Terms by posting a revised version with a new "Last updated" date; your continued participation after an update constitutes acceptance. You may not assign these Terms without Buildoly's prior written consent. Notices to Buildoly: Buildoly Inc., 915 Wilshire Blvd, Suite 700, Los Angeles, CA 90017, Attn: Legal, hello@buildoly.com. If any provision is held unenforceable, the remainder continues in full force and effect. You may accept these Terms by electronic means, which will be deemed effective under the California Uniform Electronic Transactions Act (Civil Code Section 1633.1 et seq.) and the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. Section 7001 et seq.).