Seller-Side Agent Referral Terms

These Seller-Side Agent Referral Terms (“Referral Terms”) govern the relationship between Sohomey Inc, a California corporation (“Sohomey,” “we,” “us,” or “our”), and a licensed real estate agent who accepts an assignment to deliver an offer to a property owner through the Sohomey platform (“you” or “Agent”). These Referral Terms are part of, and incorporated into, our Website Terms of Use.

You must accept these Referral Terms before receiving your first Assignment. They apply in addition to, and separately from, any Agent Subscription you hold as a buyer-side agent.

• “Assignment” means an offer that Sohomey makes available to you for delivery to an identified property owner.
• “Closed Transaction” means a sale of the subject property that closes and records, where you or your brokerage acted as the seller-side representative and a seller-side commission was actually received.
• “Referral Fee” means the amount payable to Sohomey under Section 5 in connection with a Closed Transaction.
• “Seller-Side Commission” means the gross commission actually received by you or your brokerage on the seller side of a Closed Transaction, before any internal split between you and your brokerage and before your own expenses.

To accept an Assignment you represent and warrant, on each acceptance, that:

• you hold a current, active real estate license issued by the California Department of Real Estate, and it is in good standing;
• you are affiliated with a licensed California real estate broker, and your broker permits you to accept referral assignments and to pay referral fees on the terms set out here;
• you maintain errors and omissions coverage consistent with your brokerage’s requirements, and your brokerage is aware of this activity;
• you will comply with all applicable law, including fair housing, licensing, advertising, and do-not-call requirements, and with the rules of any association or multiple listing service to which you belong.

You must notify us promptly if any of the above ceases to be true. We may suspend or terminate your ability to receive Assignments at any time.

Sohomey may, at its discretion, offer you an Assignment. You are free to accept or decline any Assignment. Accepting an Assignment does not create an exclusive relationship, an employment relationship, or an obligation on Sohomey to provide any volume of Assignments.

On accepting an Assignment you agree to deliver the offer to the identified property owner in a professional manner, in accordance with the delivery guidance we provide, and to record the outcome accurately in the platform — including where the owner declines or does not respond.

You may not use information provided with an Assignment, including owner identity and contact details, for any purpose other than performing that Assignment. You may not market unrelated services to a property owner using Assignment information, sell or share that information, or retain it after the Assignment closes except as required by law or your brokerage’s record-keeping obligations.

This Section is a material term. Where a property owner expresses interest in engaging you as their seller-side representative in connection with an Assignment, you must disclose to that owner, clearly and before any representation agreement is signed:

• that the offer was assigned to you through Sohomey and that you did not source it independently;
• that if a transaction closes and you receive a commission, you will pay Sohomey a referral fee calculated as a percentage of that commission;
• that the owner is under no obligation to engage you, or any agent, in order to consider, accept, decline, or respond to the offer, and is free to engage a representative of their choosing or none.

You must make all disclosures required of you under applicable law and by your brokerage, including any agency disclosure required before or at the time a representation relationship is created. Nothing in these Referral Terms reduces those obligations.

Where an Assignment results in a Closed Transaction, you owe Sohomey a Referral Fee of 20% of the Seller-Side Commission. On a customary 2.5% seller-side commission, this equals 0.5% of the sale price.

• Contingent on closing. No Referral Fee is owed unless a transaction actually closes and a Seller-Side Commission is actually received. If a transaction does not close, or you receive no commission, nothing is owed.
• Rate fixed at acceptance. The rate applicable to an Assignment is the rate in effect when you accept that Assignment. A later change to our published rate does not affect an Assignment you have already accepted.
• Payable by you. The Referral Fee is owed by you or your brokerage. It is not charged to the property owner, the buyer, or the buyer-side agent, and it is not deducted from the seller’s proceeds.
• Outside the transaction. The Referral Fee does not appear on the purchase agreement or the settlement statement. Sohomey is not a party to the purchase agreement and is not a party to escrow.
• Direction of payment. Where your brokerage requires that referral fees be paid broker-to-broker or through the brokerage, you will arrange for payment consistent with that requirement, and you remain responsible for ensuring the Referral Fee is paid.

You must notify Sohomey through the platform within ten (10) days of the closing of any Closed Transaction arising from an Assignment, and provide the closing date, sale price, and Seller-Side Commission received.

Sohomey will invoice you within fifteen (15) days of that notification. Invoices are payable within thirty (30) days of the invoice date. Amounts unpaid after that date may accrue interest at 1% per month or the maximum permitted by law, whichever is lower.

Sohomey may suspend your access to further Assignments while an undisputed invoice remains unpaid.

If you dispute an invoice in good faith, notify us in writing within fifteen (15) days of the invoice date, identifying the basis for the dispute. We will work with you in good faith to resolve it. Undisputed amounts remain payable.

You will keep accurate records of Assignments, resulting representation agreements, and commissions received for three (3) years. On reasonable written notice, and no more than once in any twelve-month period, Sohomey may request documentation sufficient to verify the calculation of a Referral Fee for a specific Closed Transaction. Requests will be limited to what is necessary for that verification.

We may change the published Referral Fee rate on thirty (30) days’ written notice to you. Any change applies only to Assignments you accept after the notice period ends. It never applies retroactively to an Assignment already accepted, or to a transaction already in progress.

You are an independent licensed professional. Nothing in these Referral Terms creates an employment, partnership, joint venture, agency, or brokerage relationship between you and Sohomey. You are not authorized to act for Sohomey, to bind Sohomey, or to represent that you do.

Sohomey does not direct, supervise, or control how you represent a client. Where you enter into a representation agreement with a property owner, your professional and legal duties run to that owner. Those duties are not owed to Sohomey and are not qualified by these Referral Terms. Nothing here obligates you to recommend, or discourage, acceptance of any offer, and your obligation to advise your client in their own best interest is unaffected by the existence of the Referral Fee.

Sohomey is not a real estate broker and does not perform licensed activity. Sohomey does not negotiate on behalf of any party, does not hold funds, and is not a party to any purchase agreement.

These Referral Terms take effect when you accept them and continue until terminated. Either party may terminate on written notice. Sohomey may suspend or terminate immediately where you cease to hold an active license, breach Section 2 or Section 4, or where continued participation would in our reasonable judgment create legal or reputational risk.

Termination does not affect any Referral Fee already owed, or any Referral Fee that becomes owed on an Assignment accepted before termination. Sections 4, 5, 6, 7, 9, 11, and 12 survive termination.

Assignment information, including property owner identity and contact details, is confidential. You will protect it, use it only to perform the Assignment, and not disclose it except as required by law or to your brokerage where necessary. Your handling of personal information is subject to applicable privacy law and to our Privacy Notice.

• Governing law. These Referral Terms are governed by the laws of the State of California, without regard to conflict of laws principles.
• Entire agreement. These Referral Terms, together with the Terms of Use and the policies incorporated into them, constitute the entire agreement between you and Sohomey regarding Assignments and Referral Fees.
• Changes. We may update these Referral Terms. Changes take effect for Assignments accepted after the updated version is posted and notified to you. Rate changes are governed by Section 8.
• Severability. If any provision is held unenforceable, the remainder continues in full force.
• Compliance with licensing law. Nothing in these Referral Terms requires either party to take any action, or to make or accept any payment, that would violate applicable real estate licensing law. If a court or regulator of competent jurisdiction determines that the Referral Fee may not lawfully be paid to or retained by Sohomey, in whole or in part, the parties will reform this provision to the maximum amount that may lawfully be paid. If no lawful amount exists, the Referral Fee obligation is void as to the affected Assignments, no amount is owed or recoverable, and Sohomey will refund any Referral Fee already collected on those Assignments. The remainder of these Referral Terms continues in full force.
• Assignment. You may not assign these Referral Terms without our written consent. We may assign them in connection with a merger, acquisition, or sale of assets.

You accept these Referral Terms by clicking to accept within the Sohomey platform before receiving your first Assignment. We record the date and time of acceptance and the version accepted.

Sohomey Inc

2080 Empire Avenue #1086

Burbank, CA 91504

United States

support@sohomey.com