Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Agent," "User," or "you") and RefBid LLC ("RefBid," "we," "us," or "our") governing your access to and use of the RefBid platform, website, and related services (collectively, the "Platform"). By registering for an account, accessing the Platform, or using any of our services, you confirm that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree, you may not use the Platform.

2. Eligibility

The Platform is exclusively available to licensed real estate professionals. By creating an account, you represent and warrant that:

• You hold a current, valid real estate license issued by a U.S. state licensing authority.
• You are in good standing with your licensing authority and have no active license suspensions or revocations.
• You are at least 18 years of age.
• You are legally authorized to enter into binding contracts in your jurisdiction.
• All information you provide during registration — including your license number, brokerage, and contact details — is accurate, current, and complete.

RefBid reserves the right to verify your license status at any time and to suspend or terminate your account if your license lapses, is revoked, or if any submitted information is found to be inaccurate.

3. Account Registration & Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to:

• Provide accurate and complete registration information and keep it up to date.
• Notify RefBid immediately of any unauthorized use of your account or any other breach of security.
• Not share your login credentials with any other person or entity.
• Not create more than one account per licensed agent.

RefBid is not liable for any loss or damage arising from your failure to protect your account credentials.

4. Description of Services

RefBid is a neutral, agent-to-agent referral marketplace that enables licensed real estate agents to:

• Post Referral Listings: Referring agents ("Referring Agents" or "Posting Agents") may post client referral opportunities, including buyer leads, seller leads, and tenant leads, for other licensed agents to bid on.
• Bid on Referrals: Qualified agents ("Bidding Agents") may submit bids in the form of a commission percentage or flat fee referral offer.
• Select a Winner: The Referring Agent has sole discretion to select the winning bid based on their professional judgment.
• Execute a Referral Agreement: Upon selection and payment, a binding referral agreement is generated and signed digitally by both parties.

RefBid does not act as a real estate broker, does not represent any party in a real estate transaction, and does not participate in client selection. The Platform is a technology tool only.

5. Fees & Payment

RefBid operates on a simple, pay-as-you-go model. There are no monthly or annual subscription fees.

• Account Registration — Free: There is no registration or activation fee. Creating a RefBid account is completely free. Agents who join via a referral link earn their referrer a $15 platform credit upon verification. Credits apply toward any RefBid platform fee with no expiry.
• Posting a Listing — Free: There is no charge to create and publish a referral listing on RefBid.
• First Qualifying Bid Fee — $45: A non-refundable $45 fee is charged to the Referring Agent when the first bid at or above their stated minimum referral percentage or flat fee requested is submitted to their listing.
• Referral Acceptance Fee — $185: Charged to the winning Bidding Agent upon accepting the referral award. This fee opens a private direct connection between the two agents and generates the binding referral agreement for digital signing. No client personal information is stored on RefBid — agents coordinate client introductions privately between themselves after the agreement is signed.
• Claim Now Opportunity — $430 (optional): A Referring Agent may choose to enable a Claim Now Opportunity on their listing. If enabled, a qualifying Bidding Agent may pay $430 to instantly claim the lead rather than placing a standard bid. This feature is entirely optional — the Referring Agent must first elect to offer it, and the Bidding Agent may always choose to place a free regular bid instead.
• Bidding is Free: There is no charge to browse listings or place bids. You only pay if your bid is selected and you choose to accept.
• Account Credits: Credits earned through referrals may be applied to any future RefBid fee, reducing the amount due at the time of payment.

All payments are processed securely through Stripe. RefBid does not store raw payment card data. All fees are stated in U.S. dollars. RefBid reserves the right to modify its fee structure with reasonable advance notice to users.

Non-Refundable Fee Policy. The platform fee is earned upon execution of a referral agreement between parties and is non-refundable. RefBid does not guarantee the closing of any transaction. Fees are charged for platform services including identity verification, credentialing, competitive bidding infrastructure, and agreement facilitation — not for transactional outcomes. RefBid charges for the connection, not the closing. Once a verified, licensed agent reviews a lead and enters into a signed referral agreement, RefBid has fulfilled its obligations. What occurs within the underlying real estate transaction after that point is solely between the Referring Agent and the Receiving Agent. No referral network guarantees a refund if a transaction does not close, and RefBid operates under the same standard. All fees are non-refundable unless otherwise required by applicable law.

6. Referral Listings

When posting a referral listing, the Referring Agent agrees that:

• All information provided about the client lead is truthful, accurate, and not misleading.
• They have an existing relationship with the client referenced in the listing.
• The client has consented to their information being referenced in a referral transaction.
• The listing will be used solely for legitimate referral purposes and not to solicit off-platform transactions.
• They will respond to winning bidders promptly and professionally.

RefBid reserves the right to remove any listing that violates these Terms or appears fraudulent, misleading, or in bad faith.

7. The Bidding Process

Bidding Agents agree that:

• Bids are submitted as either a commission percentage or a flat referral fee, as permitted by the listing type.
• All auctions on RefBid are private — bids are hidden from other bidding agents. Only the Referring Agent sees all incoming bids and bidder profiles.
• Submitted bids are binding offers. If selected as the winner, you are expected to proceed with acceptance in good faith.
• Bidding agents who are selected as winners and decline without cause may be subject to account review.

8. Winner Selection

The selection of a winning bid is entirely at the sole discretion of the Referring Agent. RefBid does not influence, recommend, or participate in winner selection in any way. The Referring Agent may evaluate bids based on any professional criteria they deem appropriate, including but not limited to commission offered, bidding agent profile, experience, and market knowledge. RefBid's role is limited to facilitating the process — not making referral decisions.

9. Referral Agreement & Professional Obligations

Upon payment of the acceptance fee by the winning Bidding Agent, a legally binding Referral Agreement is generated between the Referring Agent and the Bidding Agent. Both parties agree to:

• Sign the agreement promptly upon receipt.
• Honor the referral fee terms as specified in the agreement.
• Communicate promptly and professionally with one another and with the referred client.
• Fulfill all fiduciary and professional duties to the client as required by their respective state licensing laws.

Communication Requirement: Failure by the awarded Bidding Agent to maintain timely and professional communication — with the Referring Agent or with the referred client — grants the Referring Agent the right to revoke the referral and re-award it to another qualified bidder, subject to review by RefBid. Referral fees are payable at closing of the referenced real estate transaction and are the sole financial responsibility of the agents involved; RefBid is not a party to that transaction.

10. Client Confidentiality

RefBid does not collect or store any client personal information. Client PII — including name, phone number, and email address — is never entered into the RefBid platform. Once a referral agreement is fully executed by both parties, agents coordinate client introductions privately and directly, outside of RefBid. By using the Platform, you agree to:

• Handle all client information obtained through or in connection with a referral in compliance with applicable state and federal privacy laws.
• Not share, sell, or disclose any client information to unauthorized third parties.
• Maintain appropriate data security practices consistent with your brokerage's policies.

11. Prohibited Conduct

You agree not to:

• Misrepresent your license status, credentials, brokerage affiliation, or experience.
• Post fictitious, fabricated, or duplicate client leads.
• Solicit off-platform referral agreements to circumvent Platform fees.
• Engage in any form of bid manipulation, collusion, or fraudulent bidding activity.
• Harass, threaten, or engage in unprofessional conduct toward other agents or RefBid staff.
• Use the Platform for any purpose that violates local, state, or federal law, or your real estate licensing obligations.
• Attempt to access, scrape, or reverse-engineer any portion of the Platform.
• Sell, assign, or transfer any referred client lead to another agent without following the Exit Protocol described in Section 11A below. This includes, without limitation, selling the lead for compensation, passing it to another agent informally, or sub-referring it without the express written consent of the original Referring Agent.

Violations may result in immediate account suspension or termination and may be reported to your state real estate licensing authority.

11A. Non-Transferability of Referred Clients & Exit Protocol

Referred clients are non-transferable without the express written consent of the original Referring Agent. RefBid exists to give Referring Agents full control over who facilitates their client — a person or friend they have personally trusted and entrusted to the Platform's curated process. Selling, reassigning, or otherwise passing a referred client lead to a third-party agent — with or without compensation — fundamentally defeats this purpose and is a direct breach of the trust placed by the Referring Agent when selecting a winning bid.

Selling a referred lead to another agent is grounds for immediate and permanent account termination. RefBid treats this offense with the same severity as fraud and will not issue a warning prior to termination. The account holder may also be reported to their state real estate licensing authority.

What to do if you can no longer facilitate the referred client:

1. Notify the Referring Agent immediately. If at any point the winning Bidding Agent becomes unable to facilitate the referred client — for any reason, including relocation, illness, license changes, capacity constraints, or loss of contact — they must notify the original Referring Agent promptly and in writing.
2. The Referring Agent decides next steps. Upon notification, the Referring Agent has two options:
   • Option A — Re-award the referral: The Referring Agent may re-post the referral on RefBid or select an alternative agent at their sole discretion. The original referral agreement becomes void, and any referral fee obligation to the original Bidding Agent is forfeited.
   • Option B — Consent to a substitution referral: With the Referring Agent's express written consent, the original Bidding Agent may refer the client to another licensed real estate agent. This substitution referral must be for the same referral fee split originally agreed upon — the original Bidding Agent may not profit from the transfer beyond that agreed split.
3. A new referral agreement is required. If Option B is elected, a new referral agreement must be executed directly between the original Referring Agent and the new receiving agent. This process occurs outside of the RefBid platform. RefBid is not a party to, and does not facilitate or endorse, any substitution arrangement. The original Bidding Agent assumes full responsibility for ensuring the new agreement is properly executed.

Failure to follow this Exit Protocol — including any unauthorized lead sale or transfer — will result in immediate account termination and may be reported to applicable licensing authorities.

12. Platform Neutrality & No Agency Relationship

RefBid is a technology platform only. Nothing in these Terms or on the Platform creates an employment, partnership, joint venture, agency, or franchise relationship between you and RefBid. RefBid is not a party to any referral agreement between agents, does not receive any portion of referral commissions, and has no authority over the outcome of any real estate transaction.

12A. RESPA Compliance & Referral Fee Responsibility

The Real Estate Settlement Procedures Act ("RESPA"), 12 U.S.C. § 2601 et seq., and its implementing regulation (Regulation X, 12 C.F.R. Part 1024), prohibit the payment or acceptance of fees, kickbacks, or things of value as compensation for the referral of real estate settlement service business in connection with a federally related mortgage loan, subject to limited statutory exemptions.

RefBid's platform fees are charged for technology and marketplace services, not for the referral of settlement service business. Specifically:

• The First Qualifying Bid Fee ($45) is a marketplace transaction fee charged to the Referring Agent for the activation of a qualified bidding event on their listing. It is not compensation for a referral and is not contingent on a transaction closing.
• The Referral Acceptance Fee ($185) is a technology access fee charged to the Bidding Agent for execution of a digital referral agreement and facilitation of a private direct agent-to-agent connection. No client personal information is stored on or released by RefBid — agents coordinate client introductions privately between themselves. It is not a payment to RefBid for the referral of settlement service business.
• The Claim Now Fee ($430) is a platform fee charged to a Bidding Agent who exercises an instant-claim on a referral listing. Critically, the Claim Now option is only available to agents who already satisfy the minimum qualification thresholds set by the Referring Agent at the time the listing is posted — such as a minimum referral percentage, experience level, or market criteria. The $430 is not payment for priority access or for bypassing any professional evaluation; it is the platform fee for using the instant-claim mechanism within a pool of agents the Referring Agent has already pre-approved through their own professional standards. The Referring Agent's qualification criteria — not a payment to RefBid — determine eligibility. The fee is charged for use of a platform feature and is not contingent on a real estate transaction closing.

RefBid does not receive any portion of any referral commission, closing fee, or other settlement service compensation. RefBid is not a settlement service provider, does not participate in the real estate transaction, and does not broker, arrange, or facilitate any element of the underlying mortgage loan or property closing.

Agent-to-agent referral fees — paid between licensed real estate agents at or after the close of a real estate transaction — are your independent financial obligation. RESPA Section 8(c)(3) recognizes a bona fide exemption for compensation paid for goods or facilities actually furnished or for services actually performed. Agent-to-agent referral fees that reflect an actual referral of a client by a licensed real estate professional to another licensed real estate professional have historically been treated as consistent with this exemption. However:

• Referral fee compliance is entirely the responsibility of each participating agent and their supervising broker.
• Requirements vary by state. Some states impose disclosure obligations, licensing conditions, or broker-approval requirements as a condition of receiving or paying referral fees. It is your responsibility to know and comply with the laws of your licensing state and the state in which the referral transaction occurs.
• RefBid makes no representation that any particular referral arrangement is RESPA-compliant, legally permissible under applicable state law, or consistent with your brokerage's policies. RefBid provides a technology platform only.

You represent and warrant that your use of the Platform and your participation in any referral arrangement entered into through the Platform complies with all applicable federal and state laws, including RESPA, any applicable state referral fee statutes, and your supervising broker's policies.

RefBid is not your attorney and this section does not constitute legal advice. If you have specific questions about the RESPA compliance of a particular referral arrangement, you should consult a qualified real estate attorney in your jurisdiction.

13. Intellectual Property

All content on the Platform — including the RefBid name, logo, design, text, graphics, and software — is the exclusive property of RefBid LLC and is protected by U.S. copyright, trademark, and other intellectual property laws. You may not reproduce, distribute, modify, or create derivative works from any Platform content without our prior written consent.

14. Disclaimer of Warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. REFBID DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE PLATFORM IS ENTIRELY AT YOUR OWN RISK.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REFBID AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES — INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION — ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL REFBID'S TOTAL LIABILITY TO YOU EXCEED THE AMOUNT YOU PAID TO REFBID IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

16. Indemnification

You agree to indemnify, defend, and hold harmless RefBid LLC and its affiliates, officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Platform; (b) your violation of these Terms; (c) your professional conduct as a licensed agent; (d) any real estate transaction or referral agreement entered into through the Platform; or (e) your infringement of any third-party rights.

17. Termination

RefBid reserves the right to suspend or terminate your account at any time, with or without notice, for any violation of these Terms, for conduct that RefBid determines in its sole discretion to be harmful to the Platform or other users, or for any lapse in your real estate license. Upon termination, your right to access the Platform ceases immediately. Fees paid prior to termination are non-refundable. Sections 10, 14, 15, 16, and 18 survive termination.

18. Governing Law & Dispute Resolution

These Terms are governed by the laws of the State of Oklahoma, without regard to its conflict of law provisions. Any dispute arising under these Terms shall first be subject to good-faith negotiation. If unresolved, disputes shall be submitted to binding arbitration under the rules of the American Arbitration Association (AAA), conducted in Oklahoma City, Oklahoma. You waive any right to a jury trial or to participate in a class action lawsuit against RefBid.

19. Changes to These Terms

RefBid reserves the right to modify these Terms at any time. When we make material changes, we will update the "Last updated" date at the top of this page and, where appropriate, notify you by email or in-platform notification. Your continued use of the Platform after any such changes constitutes your acceptance of the updated Terms.

20. Contact Us

If you have any questions about these Terms of Service, please contact us at: