GROUPIRA Referral Agreement

This non-exclusive Referral Agreement (“Agreement”) grants to the person or entity signing up to this website (“Referring Party”) the right to refer to GROUPIRA, INC., a Washington corporation (the “Company”), qualifying new customers (“Prospects”) for the establishment of individual retirement accounts and related services (collectively, “Accounts”) in exchange for a Referral Fee (“Referral Fee”), as set forth below.

  1. Referral of Prospects To be eligible for a Referral Fee, a Referring Party must refer a Prospect who opens a new Account with the Company and is identified by the Prospect directly on the Company’s online account application form (the “Application.”) A transaction so qualifying for a Referral Fee is hereinafter referred to as a “Qualifying Transaction.”

  2. Reserved Rights. This Agreement shall in no way limit the Company’s right to sell directly or indirectly any product or service to any current or prospective customers, including Prospects. Existing Company customers are not eligible as Prospects. Subsequent Accounts opened by Prospects shall not be subject to a Referral Fee. This Referral Agreement grants no rights to the Referring Party to act as the exclusive referrer to the Company.

  3. Referral Fee. The Referral Fee shall be composed of two distinct measures. First, the Referral Fee shall be composed of 33.33% percent of the revenue derived by the Company from each Account as a maintenance fee (“Maintenance Fee”). Aggregate annual Maintenance Fees are estimated to be $60.00 per account; therefore, the Referring Party would in that case be eligible for a Referral Fee of $20.00 (on an annualized basis). However, the Company expressly reserves its right to waive or reduce Maintenance Fees as it sees fit in it sole discretion. If any part of a Maintenance Fee is waived or reduce by the Company, the Referral Fee due to Referring Party shall be waived or reduced accordingly. The Referral Fee shall also be composed of one tenth of one percent (0.1%) of the net asset value of a Prospect’s Account.

  4. Payment Terms. Within thirty days of the opening and funding of an Account, the Company shall begin payment to Referring Party of the Referral Fee. The Referral Fee shall be paid electronically to the account provided by Referring Party once each month.

  5. Taxes. Referring Party shall be responsible for payment of all taxes to which the Referral Fee is subject. Referring Party agrees to indemnify and hold Company harmless against any taxes, including penalties, duties and interest levied by any government on the Referral Fee.

  6. No Other Rights. No other rights or licenses are granted to Referring Party under this Referral Agreement and this Referral Agreement does not grant Referring Party any right to resell or otherwise distribute any Company product, nor any right to use any Company trademark, nor any right to provide any services related to any Company product. Such rights may only be granted on case-by-case basis by the Company, which must then be confirmed in writing and signed by the parties hereto.

  7. No Warranty. THE COMPANY MAKES NO WARRANTIES AND REPRESENTATIONS, AND EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE WITH RESPECT TO THIS REFERRAL AGREEMENT.

  8. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT REGARDLESS OF THE LEGAL THEORY UPON WHICH SUCH CLAIM FOR DAMAGES IS BASED, EVEN IF COMPANY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IF SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. IN NO EVENT SHALL COMPANY’S LIABILITY UNDER THIS REFERRAL AGREEMENT EXCEED THE AMOUNT OF THE REFERRAL FEE FOR THE QUALIFYING TRANSACTION.

  9. Termination. This Referral Agreement will commence upon the date of Company’s signature below and will continue until terminated by either party for any reason and at any time.

  10. Invalidity, Modification and Waiver. If any provision of this Referral Agreement shall be held to be invalid or void, the remaining provisions shall nevertheless remain in effect. No provision of this Referral Agreement may be modified and the performance or observance thereof may not be waived except by written agreement of the parties affected thereby. No waiver of any violation or nonperformance of any provision of this Referral Agreement shall be deemed to be a waiver of any subsequent violation or nonperformance of the same or any other provision of this Agreement.

  11. Choice of Law. This Referral Agreement, the performance of the parties hereunder and any disputes related hereto shall be governed by the laws of the state of Washington. Notwithstanding section 12 hereof, the parties hereby submit to the jurisdiction of any state or federal court located in the State of Washington.
    The parties hereby waive any defense of forum non convenience.

  12. Arbitration. Any dispute arising out of this Referral Agreement that the parties cannot resolve amongst themselves shall be submitted to binding in Seattle, WA before a mutually agreeable arbitrator who shall not be affiliated with either party. The arbitrator shall determine the rules of the arbitration with express instructions to define rules that are most expeditious and cost-effective for the parties. If a mutually agreeable arbitrator cannot be determined by the parties, each party shall individually nominate an arbitrator and both nominated arbitrators shall determine an adequate arbitrator. Any decision by the arbitrator may be reduced to judgment in a competent jurisdiction.

  13. Entire Agreement. This Referral Agreement is and represents the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any prior or contemporaneous discussions or agreements related thereto.

  14. Headings. The descriptive headings of the sections and subsections of this Referral Agreement are intended for convenience only and do not constitute parts of this Referral Agreement.

  15. Severability. If any of the provisions of this Referral Agreement are held to be invalid or unenforceable, the remaining provisions shall nevertheless continue to be valid and enforceable to the extent permitted by law.

  16. Counsel. The parties hereto acknowledge that each has been given adequate opportunity to consult with an attorney concerning the subject matter hereof.

  17. Attorneys’ Fees. In the event that any party consults or retains an attorney to enforce the terms of this Referral Agreement, the prevailing party in any such dispute or litigation shall be entitled to recover from the other party its reasonable attorneys’ fees and costs incurred.

  18. Counterparts. This Referral Agreement may be executed in two or more counterparts, all of which shall be originals and enforceable, and together shall constitute a single agreement.

BY USING THIS WEBSITE, REFERRING PARTY ACKNOWLEDGES IT HAS READ, UNDERSTANDS AND AGREES TO ALL OF THE TERMS AND CONDITIONS HEREIN CONTAINED.

GROUPIRA, INC.