One Partnership Referral Program Agreement

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ONE PARTNERSHIP REFERRAL PROGRAM AGREEMENT

This Agreement (the "Agreement") is entered into upon the signing of the One Partnership Referral Program Broker Agreement document (the "Effective Date") between Innovation Love, Inc. (“ILI”), and YOU (“PARTNER”).

Recitals:

ILI owns and operates the digital platform https://onepropertee.com (hereinafter referred to as the “Platform”) which provides information, prequalification process and lead-matching services intended to match sellers of real property with interested buyers (hereinafter referred to as “Buyer-Users”).
ILI intends to offer partnership through “One Partnership” program designed to foster win-win relationships where both Parties gain substantial benefits including enhanced customer engagement, streamlined transactions, and increased real estate sales opportunities
The PARTNER would like to avail of the aforementioned services offered by ILI to enhance their customers’ overall experience.
ILI and PARTNER intend to enter into an agreement for the purpose of providing the PARTNER with the tools and resources they need to meet the growing demands of the real estate market effectively pursuant to this Agreement and without prejudice to applicable laws, (the “Purpose”).

NOW THEREFORE, for and in consideration of the foregoing premises, the Parties have agreed as follows:

Definitions and Interpretations

In this Agreement and the Annex hereto, unless the context otherwise requires, the following capitalized words and expressions shall have the following meanings:

Affiliate shall mean any person that directly or indirectly controls, is controlled by, or is under common control of the same entity. For the purposes of this definition, "control" means direct or indirect control of more than thirty percent (30%) of the voting rights in a company, corporation, partnership, joint venture, or other entity.
Buyer-Users shall mean Pre-Qualified Leads which have become actual buyers or renters of any property whether or not listed in the Platform and/or identified during Lead Generation.
Confidential Information shall mean any and all information disclosed by the Parties (whether before or after the date of this Agreement and whether in written, oral, or other tangible or intangible form), including but not limited to discoveries, ideas, inventions, concepts, know-how (whether patentable or not), research, development, designs, specifications, drawings, models, samples, flow charts, data, computer programs, disks, diskettes, tapes, algorithms, software programs, marketing information, customer names, customer information, technical, financial or business information, plans or proposals, intellectual property rights, patent applications, product information, and trade secrets whether or not labeled as "Confidential", which is not generally available to the public.
Intellectual Property Rights shall mean all copyright, design rights, trademarks, performer’s rights, all rights of confidence in information, database rights, rights in data, moral rights, know-how and any other proprietary rights of any kind (whether registered or unregistered and including all applications for such rights) whenever and however arising, for the full term of such rights including all renewals and extensions anywhere in the world.
One Partnership shall mean a program designed to foster partnerships with developers and brokerage firms, facilitating a win-win relationship where both Parties gain substantial benefits, including increased real estate sales and service fees
Lead Generation shall mean the process of identifying and attracting potential customers (leads) who are interested in buying or renting properties.
Pre-Qualified Leads shall mean leads that have already undergone OnePropertee's evaluation process to determine their likelihood of becoming actual buyers or renters.
Property Coordinator shall mean a representative of the PARTNER responsible for coordinating with ILI and managing endorsed leads.
Sales Representative shall mean an individual who is authorized to sell the property for the PARTNER and represent their brand/company.
Term of the Agreement

The term of this Agreement will commence on the Effective Date and will expire one (1) year from such Effective Date. The Agreement shall be automatically renewed for successive one-year terms unless either Party provides written notice of non-renewal thirty (30) days prior to expiration.

Obligations of the Parties
Obligations of ILI
ILI shall provide the PARTNER Pre-qualified Leads through the Platform. Such Pre-qualified Leads shall be subject to the available volume of leads generated by the Platform. There is no guarantee on the minimum number of leads to be provided.
ILI shall provide the PARTNER with free access to tools and features of the Platform. The features and functionalities of the Platform to be provided are subject to availability and periodic updates, with ILI reserving the right to modify or discontinue such features at its sole discretion.
ILI will offer end-to-end home loan application assistance to the Buyer-Users referred to the Platform by the PARTNER. The PARTNER however acknowledges that the actual approval of the home loans to be offered to the referred Buyer-Users shall be contingent upon various factors like creditworthiness, documentation, and lender or bank policies, which are beyond ILI's control.
Obligations of PARTNER
PARTNER shall assign a Property Coordinator who will manage their Sales Representatives and assign leads endorsed by ILI to their sellers if they choose not to add Sales Representatives under their PARTNER account.
PARTNER reserves the right to decline leads given by ILI for any cause, provided that PARTNER communicates the reason for declining through the Platform.
PARTNER is in charge of all the property tripping and closing the sale.
PARTNER’s Sales Representatives shall post their property listings on the Platform.
PARTNER’s Property Coordinator and Sales Representatives shall register with and actively participate in the Platform’s One Partnership Program and shall provide regular updates on the status of the leads and transactions. ILI reserves the right to add, modify, or remove features and benefits within the One Partnership Program at its sole discretion. This includes, but is not limited to, changes in the reward structure, introduction of new tools, or removal of existing services. ILI retains the right to remove any of PARTNER’s sales representatives or members from the One Partnership Program upon ILI’s determination that they have violated the Platform’s policies or the terms of the One Partnership Program. Such violations may include, but are not limited to, unethical behavior, misuse of platform, or improper client engagements. ILI may implement immediate removal from the Platform without prior notice depending on the severity of the violation, according to ILI’s sole discretion.
PARTNER shall redirect the Pre-Qualified-Leads-Turned-Buyers to ILI to apply for home loans.
PARTNER may optionally endorse the use of the Platform to all of its Buyers and direct all Buyers who require home loan applications towards the Platform for the provision of said services.
While under the One Partnership Program, PARTNER may simultaneously avail of the paid services offered in the Platform including the LeadCoins Subscription Plan and Packages.
Service Fees and Payment
PARTNER
PARTNER shall pay ILI a service fee of 1.0% of the property’s total selling price for “for sale” properties or 20% of monthly rental cost for "for rent" properties upon closing of any sale with Buyer-User who was a lead endorsed by ILI including all future successful transactions relating to the lead/Buyer-User under One Partnership Program. In case the Buyer-User reneges on the sale, contract-to-sell, or any other agreement after closing, the service fee shall also be equivalent to 1.0% of the property’s total selling price for “for sale” properties or 20% of monthly rental cost for "for rent" properties already received by the PARTNER. For avoidance of doubt, the PARTNER shall pay ILI the service fee regardless of whether the property sold to the Buyer-User was identified in the lead and/or listed in the Platform.
PARTNER shall pay the service fee together with the applicable value-added tax (“VAT”). The PARTNER may withhold the Withholding Tax provided that corresponding Certificate of Creditable Withholding Tax at Source (BIR Form 2307) is issued to ILI.
PARTNER shall credit the service fee to ILI’s nominated bank account below not later than thirty (30) days upon receipt of the payment from the Buyer-User, by electronic transfer or cheque. The PARTNER is responsible for covering all bank and all-related payment charges.

NOMINATED BANK ACCOUNT:

Payee Name / Paid To: Innovation Love, Inc.

Bank Name: BDO

Bank Checking Account No.: 002118028249

Bank Branch Address: Julia Vargas

PARTNER is responsible for furnishing ILI’s finance team ([billing@onepropertee.com](mailto:billing@onepropertee.com)) with proof of payment, in order to ensure PARTNER’s payment to ILI’s account is credited in a timely manner. PARTNER may be required by ILI to routinely or from time-to-time (as requested) provide information about sales to Buyer-Users or the status of contracts entered into or payments made by the latter.
In the event PARTNER fails to provide information as to sales made by Buyer-Users or make timely payments of any amount when due, and fails to do so after two (2) written reminders after the payment due date, ILI shall be entitled to suspend the Partnership with one (1) prior warning, without incurring any liability to PARTNER. Despite any such suspension, PARTNER acknowledges and agrees that it will be required to pay the amounts owing in a timely manner.
Late payment and short payment of amounts due to ILI shall be subject to an interest charge of 1.0% per month overdue, prorated from the date payment becomes due until payment is made in full.
Failure by the PARTNER to pay the service fee after suspension pursuant to Section 4.1.5 constitutes a material breach of this Agreement and shall entitle ILI to immediately terminate this Agreement by written notice.
ILI
ILI shall provide PARTNER complete home loan assistance with a reward fee of .35% of the approved loan amount. The reward fee is also subject to periodic updates, with ILI reserving the right to modify and discontinue such reward fee at its discretion. ILI shall pay to the PARTNER the reward fee together with the applicable value added tax (“VAT”). ILI may withhold the Withholding Tax provided that the corresponding Certificate of Creditable Withholding Tax at Source (BIR Form 2307) is issued to the PARTNER.
ILI shall credit the reward fee to PARTNER’s nominated bank account provided herein not later than thirty (30) days upon receipt of the payment from the bank that processed the home loans of the Buyer.
ILI is responsible for furnishing PARTNER’s nominated bank account(s) with proof of payment, in order to ensure ILI’s payment to PARTNER’s account is credited in a timely manner.
In the event ILI fails to make timely payments when due and fails to do so after two (2) written reminders after the payment due date, PARTNER shall be entitled to suspend the Partnership with one (1) prior warning, without incurring any liability to PARTNER. Despite any such suspension, ILI acknowledges and agrees that it will be required to pay the amounts owing in a timely manner.
Late payment and short payment of amounts due to PARTNER shall be subject to an interest charge of 1.0% per month overdue, prorated from the date payment becomes due until payment is made in full.
ILI reserves the right, at its own sole discretion, to deduct the corresponding service fee from the reward fee due to PARTNER prior to remittance.
Representations and Warranties
PARTNER represents and warrants that:
it has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder;
all consents, approvals, licenses, and authorizations necessary on its part for the due execution, delivery, and performance of this Agreement have been obtained or effected by it and remain in full force and effect as of the date of execution of this Agreement;
the execution and delivery of this Agreement, and the performance of its obligations hereunder, do not and will not violate any applicable laws or regulations or other obligations to which it is a party or for which it may be bound; and
its signatories are duly authorized and have the legal capacity to execute and deliver this Agreement.
In addition, PARTNER acknowledges that neither the PARTNER nor its directors, employees, personnel, agents, and representatives shall be deemed to be or have become an employee or agent of ILI. Nothing in this Agreement is intended or shall be construed to create a relationship of principal and agency, partnership, joint venture or relationship of employer and employee between the Parties.
THE PARTNER ACKNOWLEDGES THAT ILI PROVIDES THE PLATFORM AND ITS SERVICES (COLLECTIVELY THE “SERVICES”) UNDER THIS AGREEMENT ON AN “AS IS” BASIS. PARTNER ACKNOWLEDGES THAT ILI MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY AS TO THE ACCURACY, MERCHANTABILITY, OR FITNESS OF THE FOR A PARTICULAR PURPOSE OF THE SERVICES AND/OR OF INFORMATION PROVIDED BY ILI. NEITHER DOES ILI WARRANT THE QUALITY OR CREDITWORTHINESS OF ANY OF ITS USERS. PARTNER HEREBY AGREES TO COMPLETELY AND ABSOLUTELY REMISE, RELEASE AND FOREVER DISCHARGE COMPANY AND/OR ITS SUCCESSORS-IN-INTEREST, STOCKHOLDERS, OFFICERS, DIRECTORS, AGENTS, OR EMPLOYEES FROM ANY ACTION, SUM OF MONEY, DAMAGES, CLAIMS AND DEMANDS WHATSOEVER, WHICH IN LAW OR IN EQUITY PARTNER EVER HAD, NOW HAVE, OR WHICH PARTNER, ITS SUCCESSORS AND ASSIGNS HEREAFTER MAY HAVE BY REASON OF OR ARISING WHOLLY, PARTIALLY, OR DIRECTLY FROM ANY PRIOR REPRESENTATION AND UNDERSTANDING WITH ILI, WHETHER ORAL OR WRITTEN.
Intellectual Property
Except as otherwise provided in this Agreement, neither Party shall use the names, logos, trade names, trademarks, service marks, and other intellectual property rights (the “Intellectual Property”) belonging to the other Party, without the prior written consent of the other Party. Each Party will retain all right, title, and interest in and to its own Intellectual Property. Each Party shall obtain the prior written approval of the other Party for all press releases, and promotional and advertising materials to be used in connection with this Agreement which contain claims about the other Party’s services or products or contain the other Party’s Intellectual Property.
Data Privacy
Each Party undertakes not to obtain, access, or process personal information or sensitive personal information (“Personal Data”) of the other Party and its clients or customers (“Data Subjects”) without the prior written approval of such other Party and the concerned data subjects, unless such processing is permitted by law. In case a Party is able to obtain or access personal data, it shall immediately (i) execute a separate data sharing agreement with, or such other document required by, the concerned Party and (ii) comply with such other requirements to be imposed by the concerned Party on the processing of personal data. Pending the execution of such data sharing agreement and compliance with other requirements, the Parties shall at all times comply with the requirements of Republic Act No. 10173 or the Data Privacy Act, its Implementing Rules and Regulations, related issuances of the National Privacy Commission, and other relevant laws and policies on data privacy, security, and protection. The Parties agree to be bound by the Data Sharing Agreement in Annex A.
PARTNER acknowledges that nothing in this Agreement shall be deemed as a transfer of rights or a grant of perpetual license in favor of PARTNER over any data, assets, or information which has been provided or made accessible by ILI to PARTNER.
Confidentiality
Each Party hereto ("Receiving Party") agrees and undertakes to hold the Confidential Information received from the other Party ("Disclosing Party") as absolutely secret and in the strictest confidence and shall not at any time disclose or use or permit to be disclosed or used any of the Confidential Information for any purpose unless otherwise agreed upon by the Parties in writing.
The Receiving Party may disclose the Confidential Information to its affiliates, employees, officers, agents, and professional advisers ("Authorized Parties") on a need-to-know basis and only to the extent necessary for each of them to perform its duties in relation to this Agreement.
The Receiving Party undertakes to inform the Authorized Parties who may have access to the Confidential Information that such information should be kept in the strictest confidence and to procure undertakings from the Authorized Parties not to disclose any of the Confidential Information to any person, firm or company whether during or after their employment or engagement with the Receiving Party. In the event of any breach by any of the Authorized Parties of any undertakings as to non-disclosure which they have given to the Receiving Party, the Receiving Party shall upon the request of the Disclosing Party enforce that undertaking.
The obligations of confidentiality under this Agreement shall not apply to any part of the Confidential Information which:
was already in the public domain or which becomes so through no fault of the Receiving Party;
was already known to the Receiving Party prior to receipt of such information;
was disclosed to the Receiving Party, in good faith, by a third party owing no duty of confidentiality towards the Disclosing Party in respect of such information;
is explicitly approved for release by written authorization of the Disclosing Party; or
is required to be disclosed by law, regulatory authority, stock exchange requirement or pursuant to a judicial order.

If a Receiving Party has an obligation to make any disclosure pursuant to sub-Clause (e) above, the Receiving Party shall give the Disclosing Party reasonable opportunity to review and comment on any such disclosure before it is made or issued and the approval of the Disclosing Party shall be required for any specific references therein to the Disclosing Party or its affairs provided always that this shall not have the effect of preventing the Party making the disclosure from complying with its legal, regulatory, stock exchange or judicial obligations.

The obligations of confidentiality under this clause shall survive the termination of this Agreement.
Indemnification and Limitation of Liability
Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, industrial disturbances such as labor disputes or strikes, act of government, utility or communication or transportation delays, failures of the system, power or network interruptions, or other technical issues; or any other cause beyond the control of such party (“Force Majeure”), provided that such party gives the other party written notice thereof promptly and, in any event, on the day of discovery thereof and uses its best efforts to cure the delay.
ILI will not be liable to the PARTNER for any indirect, special, incidental, punitive, or consequential damages, including, but not limited to, loss of profits, loss of data, loss of business or other loss arising out of the failure of the Platform to provide any of the Services. In no case shall the aggregate liability of ILI for any breach exceed the amount of Twenty-Five Thousand Pesos (Php 25,000.00).
The PARTNER agrees to defend, indemnify, and hold harmless ILI, its officers, directors, employees, and agents from and against all claims, demands, causes of action, proceedings, and judgments (including reasonable attorney’s fees, court costs, and administrative fines or penalties) brought by any third party or regulatory agency, arising out of any breach or alleged breach if any by the PARTNER’s representations and warranties, or in connection with any breach by the PARTNER of any of its obligations, under this Agreement.
Termination
Without limiting any other right of termination under this Agreement, if a Party commits a material breach or default of this Agreement, the non-defaulting Party shall send a written notice of breach to the defaulting Party, which notice shall include the details of such breach. If such breach is not cured within thirty (30) days, unless otherwise agreed in writing by the Parties, from the defaulting Party’s receipt of the written notice of breach, the non-defaulting Party shall have the right to immediately terminate this Agreement upon service of a written notice of termination to the defaulting Party.
Either Party may terminate this Agreement upon written notice in the event that the other Party changes majority ownership or management, undergoes assignment or attachment of assets or becomes insolvent, or commits or permits any act of bankruptcy, including the filing of a petition of bankruptcy, reorganization, winding up or liquidation, or any other proceeding analogous in purpose and effect, or is likely to go under liquidation, dissolution or bankruptcy proceedings, or ceases or threatens to cease to carry out its business.
In addition, either Party may terminate this Agreement at any time without cause by giving the other Party thirty (30) days advance written notice of termination.
In the event that this Agreement is terminated whether by its terms or otherwise, each Party remains obliged to perform all its outstanding obligations up to and including the date of termination. Clauses 6 (Intellectual Property), 7 (Data Privacy), 8 (Confidentiality), 9 (Indemnification and Limitation of Liability), 10 (Termination), and 11 (General Provisions) shall survive the termination of this Agreement.
General Provisions
-exclusivity. The Parties reserve the right to engage in other similar partnerships and enter into an agreement similar to the present Agreement with any other entities without giving the other Party a right of first refusal or any other exclusive rights.
Assignment. Neither Party may sell, assign, transfer, or otherwise convey any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party.
Independent Parties. Nothing in this Agreement shall be deemed to constitute, create, give effect to, or otherwise recognize a partnership, joint venture, or any kind of fiduciary or similar relationship among the Parties. The rights and obligations of the Parties shall be limited to those expressly set forth herein and neither Party will have any right, power, or authority to incur any liability or obligation on behalf of or to otherwise bind the other Party.
Waiver. The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any right under this Agreement will not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance.
Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the Philippines. The Parties shall attempt in good faith to promptly resolve any dispute arising out of or relating to this Agreement. A Party seeking resolution of a dispute shall submit such dispute for resolution by serving a written notice of the dispute to the other Party. Each Party shall designate a senior executive vested with authority to negotiate and make commitments on its behalf for the purpose of resolving the dispute. Within three (3) business days from receipt by the other Party of said dispute notice, the senior executives of the Parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to resolve the dispute. Should the senior executives fail to reach an agreement to resolve the dispute within thirty (30) business days from receipt of the dispute notice, a Party may submit the dispute to the proper court of Pasig City, to the exclusion of other venues. Prior to the resolution of a dispute, the Parties will continue to perform their respective obligations under this Agreement to the extent that those obligations are not the subject matter of the dispute and shall have the option to continue to perform those obligations which are the subject matter of the dispute.
Notices. All notices, requests, demands, and other communications by a Party to the other Party shall be deemed to have been duly given or made on (i) the day such notice is personally delivered; (ii) three (3) business days after such notice is sent via registered mail; (iii) one (1) working day after such notice is sent by overnight courier; or (iv) the day such notice is sent via e-mail provided that the sender has received a written confirmation of receipt of the e-mail. All notices, requests, demands, and other communications by a Party to the other Party shall be in writing and in English addressed to the following:

INNOVATION LOVE, INC.

Name and Designation: ARIANNE ROSE D.S. DAVID

Address: Unit 7, 17th Floor, IBP Tower, Jade Drive, Ortigas Center, San Antonio, Pasig City, Philippines

Email: arianne@onepropertee.com

A Party may change its address by written notice to the other Party.

Severability. If any provision of this Agreement is declared or found to be prohibited, unenforceable, or void, the Parties will negotiate in good faith to agree upon a substitute provision that is valid, binding, and enforceable and is as nearly as possible consistent with the intentions underlying the original provision. If the Parties are unable to agree upon such substitute provision, the original provision will be stricken off. If the remainder of this Agreement is capable of substantial performance and provided the consideration for entering into this Agreement continues to exist in respect of both Parties, then the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect to the extent permitted by law.
Entire Agreement. This Agreement constitutes the entire understanding and agreement among the Parties and supersedes all previous agreements whether written or oral. This Agreement may not be amended or supplemented except by a written document executed by the Parties. Each Party will bear its own cost and expenses in implementing this Agreement.
Execution in Counterparts. This Agreement may be executed electronically and in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. The Parties further agree that the electronic copy of the executed Agreement is and shall be deemed an original document, and shall have the same force and effect as if a paper original of this Agreement had been delivered and signed using a handwritten signature.