Please read the agreement below. It takes effect once LendNav countersigns, and we'll email you a fully signed copy.
Referral Partner Agreement
This Referral Partner Agreement (the "Agreement") is between LendNav LLC ("LendNav"), 1051 Franklin Ave, Suite 312, Garden City, NY 11530, and the person or business named in the signature block below (the "Referral Partner").
The Referral Partner signs first. This Agreement takes effect on the date LendNav countersigns it (the "Effective Date"). Until then, no commissions are earned.
1. Relationship
1.1 The Referral Partner introduces business owners who may want LendNav's services ("Prospects"). LendNav decides whether to work with any Prospect.
1.2 The Referral Partner is an independent contractor, not an employee, agent, or legal representative of LendNav, and cannot make commitments on LendNav's behalf.
1.3 The Referral Partner is responsible for its own taxes, expenses, and business costs. LendNav will issue an IRS Form 1099 where required.
1.4 This Agreement is non-exclusive. Either party may work with others.
2. Referrals
2.1 Qualified Referral. A Prospect becomes a "Qualified Referral" when LendNav receives, through the Referral Partner, a signed application and the Prospect's most recent three (3) months of business bank statements (four (4) months for businesses in New York and California). For real estate and HELOC referrals, a completed LendNav questionnaire counts in place of the application and statements. For merchant processing, the Prospect's last three (3) months of processing statements count.
2.2 Protection period. Each Qualified Referral is credited to the Referral Partner for twenty-one (21) days from submission. If the Prospect funds or opens an account within that period, or later from work that began in that period, the commission belongs to the Referral Partner.
2.3 Duplicates. No commission is owed on a Prospect who, at the time of submission, (a) already exists in LendNav's CRM, (b) is in an active conversation with LendNav, or (c) was submitted first by another partner. LendNav's records decide which submission came first, and LendNav will tell the Referral Partner within five (5) business days if a referral is a duplicate.
3. Commissions
3.1 Commission base. All commissions are a percentage of the compensation LendNav actually receives from the lender, funder, or processor on a transaction ("LendNav Compensation"). LendNav Compensation excludes any amount LendNav pays to other brokers, ISOs, or partners on the same transaction, and any refunds, chargebacks, or amounts later recovered by the lender or processor. Commissions are never a percentage of the loan, advance, or processing volume.
3.2 New business. For each Qualified Referral that funds or opens an account, the Referral Partner earns the New Business rate in Schedule A on LendNav Compensation from that first transaction.
3.3 Renewals. When a referred customer later renews, refinances, or takes additional funding through LendNav, the Referral Partner earns the Renewal rate in Schedule A for the life of that customer, subject to Section 3.5.
3.4 Processing residuals. For each referred merchant processing account, the Referral Partner earns the Residual rate in Schedule A on the residuals LendNav receives, paid monthly for as long as the account remains active, subject to Section 3.5.
3.5 Staying eligible. Renewal commissions and processing residuals are owed only if, at the time LendNav receives the corresponding payment: (a) this Agreement is in effect and the Referral Partner is in good standing, and (b) the Referral Partner has submitted at least one new Qualified Referral within the preceding twelve (12) months. If either condition is not met, those payments stop and are not paid retroactively. "Good standing" means the Referral Partner is not in breach of this Agreement.
3.6 Eligible products. Commissions apply to business financing, commercial and investment real estate financing, business-purpose home equity lines, and merchant processing. LendNav may decline to pay commissions on any product where doing so is not permitted by law, including residential consumer mortgage loans.
4. Payment and clawbacks
4.1 Timing. LendNav pays commissions within thirty (30) days after it receives the corresponding LendNav Compensation. Residuals are paid monthly on the same basis.
4.2 Before the first payment. LendNav will not pay any commission until it has the Referral Partner's completed W-9, a copy of the owner's driver's license, and payment details collected through LendNav's secure process. Commissions earned before then are held, not forfeited.
4.3 Method. Commissions are paid by ACH to the account the Referral Partner provides. LendNav will email a confirmation with each payment.
4.4 Clawbacks. If a lender, funder, or processor recovers, reverses, or offsets any LendNav Compensation (for example, because the customer defaults, prepays, cancels, or the account closes within the lender's clawback period), the Referral Partner's commission on that amount is reversed in the same proportion. LendNav will give written notice and may deduct the amount from future commissions. If no future commissions are due within sixty (60) days, the Referral Partner will repay the amount within thirty (30) days of written notice.
4.5 Statements. On request, LendNav will provide a statement showing the LendNav Compensation and commission for each referred transaction.
5. Partner conduct and compliance
The Referral Partner agrees that it will:
- Follow all laws that apply to its referral activity, including the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, state telemarketing and do-not-call rules, and state commercial financing disclosure and broker laws.
- Only contact people who have agreed to be contacted, and honor every opt-out or do-not-contact request immediately.
- Never charge a Prospect any fee, deposit, or payment for an introduction to LendNav or for any LendNav service.
- Never promise approval, a rate, a term, an amount, or a funding time.
- Never misstate what LendNav is or does, or describe itself as LendNav's employee or agent.
- Never use LendNav's name, logo, or trademarks in advertising, websites, social media, or other marketing without LendNav's prior written approval.
- Never submit information it knows or suspects is false, altered, or fraudulent.
- Tell LendNav promptly about any complaint, regulatory inquiry, or legal claim related to a referral.
A breach of this Section is a material breach of this Agreement.
6. Non-solicitation and non-circumvention
6.1 During this Agreement and for twelve (12) months after it ends, the Referral Partner will not, directly or through others, solicit LendNav's customers or employees to provide competing services.
6.2 The Referral Partner will not go around LendNav by submitting any Qualified Referral, or any customer it learned about through LendNav, directly to a lender, funder, or processor that LendNav introduced or that is working the deal through LendNav.
6.3 LendNav will not go around the Referral Partner by working with a Qualified Referral without crediting the Referral Partner under this Agreement.
7. Confidentiality and data
7.1 Each party will keep the other's non-public information confidential and use it only to perform this Agreement, except where disclosure is required by law. This includes LendNav's lender relationships, pricing, and commission terms.
7.2 The Referral Partner will share a Prospect's personal or financial information with LendNav only with the Prospect's permission, and will protect any such information it holds using reasonable safeguards.
7.3 LendNav will store the Referral Partner's tax and payment information securely and use it only to pay commissions and meet tax reporting requirements.
8. Term and termination
8.1 This Agreement continues until either party ends it.
8.2 Either party may end this Agreement for any reason with thirty (30) days' written notice. Email to the address on file counts as written notice.
8.3 Either party may end this Agreement immediately if the other commits a material breach that is not fixed within five (5) business days of written notice. LendNav may end it immediately, without a cure period, for a breach of Section 5 or for fraud.
8.4 After termination. Commissions on Qualified Referrals that fund within their protection period are still paid. Renewal commissions and residuals stop on the termination date, except that if LendNav ends the Agreement without cause under Section 8.2, they continue for twelve (12) months after termination, subject to Section 3.5(a). Sections 4.4, 5, 6, 7, 9, and 10 survive termination.
9. Indemnification and limitation of liability
9.1 The Referral Partner will defend and hold LendNav harmless from any claim, fine, or loss caused by the Referral Partner's breach of this Agreement, violation of law (including the TCPA), or misconduct.
9.2 Neither party is liable to the other for indirect, special, or consequential damages, including lost profits.
9.3 Except for claims under Section 9.1, LendNav's total liability under this Agreement is limited to the commissions paid to the Referral Partner in the twelve (12) months before the claim.
10. Governing law and disputes
This Agreement is governed by New York law. Any dispute will be resolved by binding arbitration in Nassau County, New York. Both parties waive the right to a jury trial.
11. General
11.1 Entire agreement. This Agreement, including Schedule A, is the full agreement between the parties on this subject and replaces any earlier agreements or understandings. Changes must be in writing and signed by both parties.
11.2 Changes to rates. LendNav may change Schedule A for future referrals with thirty (30) days' written notice. Changes never reduce commissions on referrals already submitted.
11.3 Assignment. The Referral Partner may not transfer this Agreement without LendNav's written consent.
11.4 Severability. If any part of this Agreement is found unenforceable, the rest stays in effect.
11.5 Notices. Notices go to LendNav at partnerships@lendnav.com and to the Referral Partner at the email address it provided when signing.
11.6 Electronic signatures. The parties agree to sign electronically. An electronic signature, including a typed name, has the same effect as a handwritten one, and LendNav keeps a record of the date, time, IP address, and agreement version of each signature.
Schedule A: Commissions
All rates are a percentage of LendNav Compensation (Section 3.1).
| Commission | Applies to | Rate | How long |
|---|
| New business | Business financing, real estate financing, merchant processing | 25% | One time, on the first transaction |
| Renewals | Additional funding, renewals, and refinances for a referred customer | 15% | Life of the customer, subject to Section 3.5 |
| Processing residuals | Monthly residuals on a referred merchant account | 25% | Monthly while the account is active, subject to Section 3.5 |
Payment within thirty (30) days after LendNav is paid. Referrals are protected for twenty-one (21) days from submission.
An audit record (date and time, IP address, browser, agreement version, and the checkbox wording agreed to) is attached to each signed copy.
