Membership Agreement

Agreement made as of the day of submission between Biz Connection Inc dba Referral Fee Exchange, sometimes hereinafter referred to as “RFEX” , headquartered at 215-10 43rd Avenue, Bayside, NY .11361, and the applicant  “member”, who if approved to become part of the Referral Fee Exchange, is given the title of approved RFEX member with all of the rights associated in submitting and receiving contacts for the benefit of other RFEX requesting contact members.

Note: Throughout this Agreement the terms “RFEX, “we”, “our”, “us” and "Referral Fee Exchange" mean founders and administrators of the Referral Fee Exchange, and “you” or “your” refer to the approved, membership applicant.

1. General Terms

“Clearing House” - Referral Fee Exchange(RFEX) is a “clearinghouse” for its members and affiliates. Through its clearing services, member contacts are registered, referral fee agreements are issued, communication between referring and requesting member is documented and stored until the referral fee transaction is complete. RFEX programs  provides its affiliates and its members the ability to assist track, collect and process Referral fee payments, to distribute payments to all parties involved and to provide transaction tracking, documentation retrieval, and arbitration services.

“General Member” - Is anyone, whether an individual over the age of 18 or an organization that has agreed to the terms and conditions of membership in the Referral Fee Exchange

• Refers and receives contacts

• Generates campaigns (If a Member is either an agent or broker, they must supply us with a copy of the Non Circumvent Agreement they use, or sign our standard RFEX Non Circumvention Agreements.)

“Professional Member “ - Has an annual subscription for campaign development.

“Premium Member” - Uses our technology and process to develop their referral, affiliate and partnership network.

“Affiliate Members” - are individuals or networking organizations that use the RFEX programs, platforms and technology to manage their own and their members referral network processing.

“Referral Fee Agreement” - is issued to all parties to a transaction and when a contact of theirs has been accepted by the requesting member.  The agreement is signed by the accepting party, an individual or agent/broker representing the organization.

“Contact Request”  - is generated by qualified exchange members who needs qualified contacts from our finder network. The requests  are then reviewed, qualified and matched with potential finder members.

“Qualified Contact” - is one submitted by a Referring member that is willing to talk in person over the telephone and is agreeing to the RFEX terms and conditions should they choose to transact..

“Registered Contact”  - is one with all pertinent information reviewed, accepted and filed with the RFEX for the defined transaction.

“Dispute Resolution Service” - Means that members, need to arbitrate a transaction outcome, they will use the dispute resolution service  made available by RFEX.

“Services” - Refers collectively, to programs and applications made available for members.

“Service Charges” - Refers to fees charged by RFEX for posting Campaigns, transaction processing, premium services and Dispute Resolution Service Fees.

“Premium (Optional) Service” - is a custom application and program that assist our members and affiliates in building and tracking their referral network.

“Website” - Means the world-wide web site http://rfexchange.com/,  or any other company owned URL.

“Membership Fee” - RFEX  membership “General membership”  is currently free,  Professional membership is $69.95 monthly/ $499.00 annually, and Premium membership is based on custom pricing starting at $169/monthly.

2. Risk of Loss

There is a risk that a General member does not receive payment or that the two parties involved in the transaction may choose to circumvent the transaction. RFEX does not warrant or guarantee that by using our program you will not realize a potential loss of fee or contact.

3. Rejection

We may reject any membership that fails to meet the requirements specified in the Instructions and Rules established by RFEX.

4. Operating Responsibility

All members are asked to review and understand our “Terms and Procedures”.  They may attend an online or a physical seminar explaining the network requirements and procedures so as to best operate as a registered RFEX member.

5. RFEX Operating Responsibility

To provide administrative support in documenting registered member contacts, documenting communication between members, providing agreements and educational forums on how to achieve successful business connections, as well as the opportunity to achieve affiliate and exchange status. Additionally, RFE provides payment processing, payment distribution, and 1099 accounting.

6. Indemnification

You indemnify, defend, and hold fully harmless RFEX Inc, it’s officers, directors, employees, agents, advisors, services providers, its affiliates or associates , and their respective officers, directors, employees,  agents, advisers and services providers,  from and against any claim, loss, damage, judgment, settlement, cost, expense, or other liability (including, without limitation, attorneys' fees) arising from or related to (a) the services; (b) your alleged breach of any representations or warranty contained in this Agreement; or (c) any content you provide (collectively, "Claims"). You will use counsel reasonably satisfactory to us to defend each Claim. If at any time we reasonably determine that any Claim might adversely affect us, we may take control of the defense at a reasonable expense to you and without affecting your indemnification and hold harmless obligations. You may not consent to the entry of any judgment or enter into any settlement without our prior written consent, which we will not unreasonably withhold.

7. Intellectual Property

LCAT holdings, Inc has developed and registered what we believe are programs and process that are unique and proprietary for our purposes, including but not limited to,  Networks and their affiliated companies, including the network rfexchange.com, findersnet.net, mybizconnection.com and NYbce.com. By signing this agreement you agree not to compete with, utilize, enable others to utilize, or disseminate information that is not public information to anyone without written consent from RFEX/LCAT holdings, Inc..

8. Confidentiality and Non circumvent

With respect to members rights to their contacts and their information, members, in signing this agreement, will follow and honor the protocol of not communicating  to other members registered contacts unless agreed to by the contact owner and will communicate only through the exchange program. During the course of your membership, you may receive information relating to rfexchange.com or information that is not known to the general public ("Confidential Information") including, without limitation, information relating to members and their offering. You agree that (a) all Confidential Information will remain RFEX Inc. exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in this program; and (c) you will not disclose Confidential Information to any individual, company, or other third party outside of the network unless it is for a specific transaction and all agreements (NDA, NCA) have been signed by non member parties.

9. Publicity

You may not issue any press release or make any public statement related to RFEX Inc., or use the name, trademarks or logo in any way (including in promotional material) of Rfexchange.com or any of its affiliates without our advance written permission, or misrepresent or embellish the relationship between us in any way.

10. Revisions

We reserve the right to change any of the terms and conditions contained in this Agreement, as well as of the instructions and rules, policies, guidelines, or other information on our website, at any time and at our sole discretion. Any notice of change or new agreement become effective upon posting on our website or in your account page. You are responsible for reviewing the new agreement and any applicable changes or notices. YOUR CONTINUED MEMBERSHIP AFTER THE POSTING OF ANY CHANGES CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT, YOU MUST TERMINATE THIS AGREEMENT by contacting us using email to info@rfexchange.com or in writing to LCAT Holdings, Inc. 215 10 43 Ave, Bayside, NY 11361.

11.Terms

a.  Commencement.  The term of this Agreement begins when you receive notice of membership acceptance and ends when terminated by either party.

b.  Termination by you.  You may terminate this Agreement at any time, with or without cause, by giving us written notice of such termination. Your termination is effective 30 days from the date we receive your written notice. You must continue to accept all of the requirements you agreed to when you initially returned your signed agreement for a period of two years.

c.  Termination by us.  We may terminate this Agreement at any time, with or without cause, by giving you written notice of such termination, which is effective immediately or at a later date as specified in the notice.

12. Relationship between Parties

You are an independent contractor, and nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship, or any kind of exclusive relationship, between the parties.

13. Limitation of Liability - Disclaimers

We are not liable for indirect, special, or consequential damages or any loss of revenue, profits, or data arising in connection with this Agreement, even if we have been advised of the possibility of such damages.

14. Disputes

Any dispute relating to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us or any of our affiliates, will be adjudicated in any state or federal court of competent jurisdiction in Queens, New York. You consent to the exclusive jurisdiction and venue of such courts.

15. Taxes

Any and all fees, expenses or reimbursements (collectively, "Amounts") payable by you pursuant to this Agreement are exclusive of all sales, use, inventory and other taxes, and must be paid to us without deduction or withholding of any kind. All such taxes are your responsibility and for your account. If RFEX  is required by law or by administration thereof to collect any such taxes from you, you will pay such taxes to RFEX Inc. If RFEX Inc. is required to withhold any taxes on payments made by us to you, RFEX Inc. has the right to withhold such taxes and pay them to the appropriate tax authority, provided however, that RFEX will deliver a receipt for any such taxes withheld or other such documents necessary to enable you to claim a tax credit or deduction for the taxes withheld. Payment to you as reduced by such withholding will constitute full payment and settlement to you of such amounts. You will be responsible for all other taxes (including interest and penalties) or fees arising from transactions and the documentation of transactions that were conducted while a member of RFEX.

16. Miscellaneous

a. Choice of Law. This Agreement is governed by the laws of the State of New York, without reference to rules governing choice of laws.

b. Assignment. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective heirs. Successors, legal representatives and assigns.

c. No Waiver. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision subsequently or any other provision of this Agreement at any time..

d. Notices. We will send all notices and other communication to you at the e-mail address you listed in your application or, where applicable, via your Account Maintenance page. You must send all notices and other communication relating to RFEX to us by using the Contact Us form, available on any page in your RFEX account, or at info@Rfexchange.com

e. Sever-ability. If any provision of this Membership Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.

f. Entire Agreement. This Agreement represents the entire agreement between the parties with respect to RFEX  and supersedes any previous or contemporaneous oral or written agreements and understandings.

This Agreement only governs the RFEX membership program.

After your thorough review please click to agree or not.  Once we receive your acknowledgment that you have read and agreed to the terms and conditions we will furnish you with a registration/ account number to be used on any correspondence between you and the exchange and with other members or their contacts.

To assure that the RFEX can provide successful implementation of its services all correspondence should have your registration number on it and copies should be filed with RFEX.