Referral Agreement
The Affiliate agrees not to engage in or use the following forms of traffic generation:
The present Referral Agreement (“Agreement”) contains all of the terms and conditions between Neptune REM, LLC (“Neptune”), a Delaware corporation that owns and administers properties on Realbricks.com (operated by Terra Mint Group Corp.), and each participant (“You,” “Affiliate,” or “Referrer”), regarding the creation of an affiliate or referral relationship offered by Neptune REM, LLC.
IF YOU ARE APPLYING TO JOIN THIS REFERRAL PROGRAM OR BY PARTICIPATING IN THE REALBRICKS REFERRAL PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT IN FULL AND ASSENT TO BE BOUND BY ITS TERMS AND CONDITIONS.
Realbricks Referral Agreement Definitions:
"Affiliate Code", "Hyperlink(s)" – One or more hyperlink codes provided to Affiliates by Realbricks to uniquely identify Affiliate traffic originating from their advertising and resulting referred new purchasers.
"Confidential Information" - any information, oral or written, treated as confidential that relates to either party's (or, if either party is bound to protect the confidentiality of any other person's information, such other persons) past, present or future research, development or business activities, including any unannounced product(s) and service(s) and including any information relating to services, trade secrets, intellectual property, developments, designs, inventions, processes, plans, financial information, customer and supplier lists, forecasts, and projections. Confidential information shall also include the terms of this Agreement, any date, idea, technology, know-how, inventions, algorithms, process, technique, program, computer software, computer code, and related documentation, work-in-progress, future development, engineering, distribution, manufacturing, marketing, business, technical, financial or personal matter relating to any actor or actress present or future products, sales, customers, employees, opportunities, markets or business in graphic text or electronic or any other form, that is treated as confidential by either party.
"IP" - The collective term referring to all trademarks, service marks, patented, or copyrighted material as intellectual property owned Realbricks.
“New Purchaser” - A newly created and referred account that qualifies under this Agreement to receive bonus shares as part of this Agreement.
"Qualifying Purchase" – A first-time purchase by a newly created and verified account of at least $100 in shares on realbricks.com that was referred by an approved affiliate that qualifies for a referral fee under the present Agreement.
"Realbricks.com" - The collective term referred to the domain realbricks.com and company Terra Mint Group Corp. who operate realbricks.com, and Neptune REM, LLC who offers investments on the Realbricks platform.
"Referrals" or "Referral Fees" – Referrals for Qualifying Purchases are compensated to Affiliate in shares purchased under and in accordance with the present Agreement in Section 5 and Addendum A.
“Website” - The URL, social media page, forum, or other online resource wherein You control the ability and have the relevant permissions to post and administer content.
"We," "Our," "Us" – Neptune REM, LLC and Terra Mint Group Corp. d/b/a Realbricks Technologies.
"You", "Your" and "Affiliate(s)" - the business, individual or entity applying for participation in the Realbricks.com Referral Program, or that displays Our products, services and/or promotions on its website and/or through offline representation through the affiliate tracking code in exchange for receiving remuneration from realbricks.com for sales resulting from such display.
1. Requirements for Admission. You agree that you are at least 18 years of age, have an account in good standing on realbricks.com, have passed account verification, and have purchased at least $100.00 in shares on the realbricks.com platform.
2. Advertising and Promotion. If We agree to enter into the present Agreement with an approved Affiliate, Realbricks agrees to make available various hyperlinks and information subject to the present Agreement. The hyperlinks known as Affiliate Codes will help identify Your particular account and traffic originating from Your website or e-mail to the Realbricks.com website and service.
Affiliate agrees to only display on their Website only those hyperlinks, graphics, and/or textual images provided by Realbricks. Posting links to third party websites you do not have control over may be considered a material breach of this Agreement. Furthermore, you agree not to use surreptitious techniques such as “cookie stuffing” that set your Affiliate Code without the purchaser’s knowledge.
EXCEPT AS PERMITTED ABOVE OR IN SECTION 14 BELOW, AFFILIATE SHALL NOT AND ARE NOT AUTHORIZED TO (i) USE THE REALBRICKS TRADEMARK, NAME OR ANY OF OUR INTELLECTUAL PROPERTY (OR ANY VARIATIONS OR MISSPELLINGS THEREOF OR OTHER TERM OR TERMS CONFUSINGLY SIMILAR TO ANY OF THE FOREGOING), WITHOUT THE EXPRESS PRIOR WRITTEN PERMISSION OF REALBRICKS; (ii) USE OUR IP IN A DOMAIN OR WEBSITE NAME, IN ANY BIDS FOR KEYWORDS OR GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), IN ANY SEARCH ENGINE ADVERTISING (PAID OR OTHERWISE), IN ANY METATAGS, GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), KEY WORDS, ADVERTISING, SEARCH TERMS, CODE, OR OTHERWISE; (iii) CAUSE OR CREATE OR ACT IN ANY WAY THAT CAUSES OR CREATES OR COULD CAUSE OR CREATE ANY "INITIAL INTEREST CONFUSION" OVER THE USE OF OUR IP ON THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING; AND (iv) USE ANY SOCIAL MEDIA, SEO, PPC, OR SEM TO PROMOTE THE SERVICE. YOUR USE OF OUR IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER (IN ADDITION TO BEING A BREACH OF THIS AGREEMENT) SHALL CONSTITUTE UNLAWFUL INFRINGEMENT OF OUR TRADEMARKS, COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS, AND MAY SUBJECT YOU TO CLAIMS FOR DAMAGES (INCLUDING WITHOUT LIMITATION, TREBLE DAMAGES FOR KNOWING OR WILLFUL INFRINGEMENT), AND THE OBLIGATION TO PAY OUR LEGAL FEES AND COSTS IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH WE SEEK TO ENFORCE OUR RIGHTS UNDER THIS AGREEMENT OR WITH REGARD TO ANY OF OUR INTELLECTUAL PROPERTY RIGHTS.
Affiliate is not allowed to post any refunds, credits, promotions, or discounts, or other content concerning Realbricks, unless Realbricks has given Affiliate prior written permission by an approved representative in each instance. Affiliates may ONLY use coupons, discounts, and promotions that are provided solely and exclusively by the Referral program using banners and links. If the Affiliate chooses to use custom advertising and/or promotional material that he, she, or a third-party other than Realbricks created in execution of the obligations set forth in this Agreement, the promotional material MUST be approved in advance in writing by an authorized representative of Realbricks. Any violations of the terms involving links, coupons, refunds, credits, promotions, or discounts shall constitute a material breach of this Agreement, and may result in Affiliate’s immediate termination from the program or a withholding of one or more Referrals.
Affiliate shall display and use the Advertisements in a way (i) that does not state or imply that Your site was established or is sponsored or maintained by Realbricks; (ii) that does not state or imply that You are an authorized representative of Realbricks; (iii) that does not include the term “official” or any similar phrasing in reference to any Advertisements displayed or used by You; and (iv) that does not in any way mislead or deceive others.
Realbricks reserves the right to inspect and monitor Your site without notice and from time to time, and to ask You to submit documentation and copies of Your use of the Advertisements on Your site. Further, Realbricks reserves the right to require that You stop displaying or using any Realbricks material on Your site, if any displays or uses, at the sole discretion of Realbricks, are inconsistent with the referral program.
Affiliate also agrees not to post the Affiliate Code in any third party's newsgroups, blogs, unsolicited e-mail chains, link farms, chatrooms, or guestbooks in cases where the content or content of discussion is not related to the services offered by Realbricks as well as the rules of the third party platform. You may include the Affiliate Code on websites which are discussing fractionalized real estate investment services or in a relevant forum signature. You agree to never use automated bots to contribute comments containing Realbricks links.
AFFILIATE SHALL NOT MIMIC, CLONE, OR CREATE A CONFUSINGLY SIMILAR VERSION OF THE REALBRICKS WEBSITE AND/OR TRADE DRESS TO DIRECT INTERNET TRAFFIC TOWARD AN AFFILIATE WEBSITE.
3. FTC Endorsement Compliance. It is the intent of Realbricks to treat our customers fairly and to comply fully with all Federal Trade Commission (FTC) regulations related to advertising. As such, we require all Affiliates to comply with these regulations. This includes, but is not limited to, Federal Trade Commission 16 CFR Part 255: Guides Concerning the Use of Endorsements and Testimonials in Advertising, which requires, among other criteria, that material connections between advertisers and endorsers be disclosed. This means that directories, review/rating sites, blogs and other websites, email or collateral that purport to provide an endorsement or assessment of an advertiser (in this case Neptune REM, LLC) must prominently disclose the fact financial or in-kind compensation is provided from the advertiser.
Realbricks reserves the right to withhold Referral Fees and terminate this Agreement with you should we determine, in our sole discretion, that Affiliate is not in compliance with the previously mentioned guide or other FTC regulations/guides deemed relevant by Realbricks.
4. Order Processing. Realbricks will process orders placed by Qualifying Purchases who follow the Affiliate links from your Website to Realbricks.com. We reserve the right in our sole and final discretion to reject orders that do not comply with account requirements that we may establish. No shares shall be awarded to either New Purchaser or the Affiliate until the original share transaction has cleared ACH and the transaction is considered completed.
Realbricks is responsible for administering all New Purchasers including administration and payment processing. Upon tracking the Qualifying Purchase generated by your referral code, we will update your Affiliate account information on Realbricks.com. It is Affiliate’s responsibility to ensure that Affiliate links you post to websites from Realbricks are accurate and properly linked and formatted.
5. Determination of Referrals. The Realbricks Referral program pays both Affiliate and the referred New Purchaser five (5) shares each on the New Purchaser’s first Qualifying Purchase under and in accordance with the terms set forth in this Agreement. So for example: on the first purchase of at least $100 by a New Purchaser, the Affiliate would receive 5 shares and the New Purchaser would receive 5 bonus shares. On a first-time purchase of $1,000 or $10,000, the Affiliate would receive 5 shares and the New Purchaser would receive 5 bonus shares. Each Qualifying Purchase must meet all of the following criteria (“Criteria”):
1. Each Qualifying Purchase must be considered a new and unique visitor to the Realbricks website and must register by completing and submitting the account verification requirements using valid and unique account and billing information;
2. The Referred Purchase must be for at least $100 in shares that have cleared ACH and only applies to the first purchase by a New Purchaser;
3. A Referral may not be provided for a Qualifying Purchase that is reactivating a previously closed or disabled account or an account that has previously had a purchase rejected;
4. All Qualifying Purchases require valid payment for the purchased shares. In the event of a reversal or chargeback(s), no shares will be provided to either the Affiliate or the referred party and all administrative costs for the chargeback(s) are deducted from affiliate’s wallet or reserved for deduction upon redemption of any shares or dividends; and
5. If it is determined that a New Purchaser was provided an offer different from the promotion offered at that time by Realbricks, Realbricks will NOT pay a referral to the Affiliate.
Realbricks reserves the right to withhold or suspend payment of any Referrals at any time and indefinitely, if it suspects in its sole discretion fraud, or other improper activity, or a breach of any terms of this Agreement by Affiliate. Realbricks reserves the right to deduct from Affiliate’s current and future Referrals and any and all fees relating to any questionable, fraudulent, or canceled purchases related to the Affiliate account.
If a Referral Fee has already been paid to Affiliate under the aforementioned circumstances, Realbricks will send an affiliate a bill for the balance of such refunded purchase upon termination of the program or initiate a debit from Affiliate’s Realbricks wallet. Realbricks, in its sole discretion, reserves the right to withhold indefinitely, any Referral, and/or to reverse, deny, or reject any Referral for:
a. all sales or investments generated for accounts that may be fraudulent, including but not limited to the use of software that generates real and fictitious information,
b. all orders identified or suspected to be fraudulent based on a pattern of potentially fraudulent activity, including, without limitation, multiple accounts from the same customer, or referral of accounts which do not comply with this Agreement,
c. altering hyperlinks provided to Affiliate by Realbricks in any way,
d. affiliates whom we believe may be artificially submitting Referred Customers, engaging in the advertisement of business-opportunity sites (as determined by Realbricks in its sole discretion), using marketing practices that we deem as unethical or likely to attract fraudulent signups or fraudulent investments, or
e. referred New Purchasers that have been offered or received coupons, refunds, credits or discounts from the Affiliate or for New Purchasers who have joined a business opportunity program that is managed or participated in by the Affiliate but is also unsanctioned by Realbricks.
Attempts by Affiliate to inflate, falsify, or manipulate New Purchasers to intentionally defraud Realbricks or engage in violations of any of the present terms of this Agreement constitute grounds for immediate termination of this Agreement as well as forfeiture of any future Referral Fees.
Affiliate should note that if a web browser is not set to allow cookies then any Referral shall only be credited at the time the New Purchaser visits the affiliate landing page through the affiliate link and makes a purchase on that landing page. Affiliates understand that they do not receive any Referral Fees for Qualifying Purchases that do not include their specific Affiliate Code.
6. Referral Payments. Neptune REM, LLC through Realbricks agrees to compensate Affiliate subject to the terms of this Agreement, a Referral Fee equal to a number of shares set forth in Section 5 and clarified in Addendum A which will be listed in the Affiliate’s Realbricks account on all Qualifying Purchases that were referred to Realbricks from Affiliate using its Affiliate Code. If Affiliate does not receive a Referral Fee for New Purchasers during the relevant monthly period, then it is Affiliate’s duty to inform Realbricks of any Referral related commission issues.
It is Affiliate’s responsibility to notify and inform Realbricks regarding current mailing and e-mail addresses, as well as to any changes to any information relevant to this Agreement such as name, bank account information, email address, mailing address, tax identification number, contact information, or other personal information.
If Affiliate is terminated as a result of a breach of this Agreement, Affiliate understands that they forfeit all rights to any new Qualifying Purchases generated during the Term of this Agreement from their Affiliate Code.
7. Payment Forms. Any and all Referrals to an Affiliate are compensated as shares in the investment homes offered on the Realbricks platform and are delivered to your Realbricks account. These Referrals are listed in the information provided by Affiliates in the referral page on your Realbricks account. You understand that it is your obligation to maintain current address and business information by updating your profile with Realbricks before you are eligible to receive any commission based on this Agreement.
In the event of a dispute between Affiliate and Realbricks regarding a commission, Affiliate understands that they have access to their Realbricks account, which provides transaction data for each affiliate’s referral. Affiliate also understands that they agree to file any tracking or referral dispute as well as any other disputes and discrepancies within thirty (30) days from the date the disputed sale/event took place. Realbricks will not accept disputes filed after 30 days from the date on which the Qualifying Purchase occurred, and Affiliate understands that they forever forfeit their right to a potential claim if they fail to report the dispute within the 30 day period.
8. Taxes/Address Changes. It is Affiliate’s responsibility to provide Realbricks with relevant up to date tax and payment information including a current physical address at all times to issue any relevant tax documentation at the end of each tax year.
Affiliate is responsible for the payment of ALL relevant federal, state, and local taxes related to the referrals earned under this Agreement. In compliance with all federal and state tax laws, Realbricks agrees to issue a Form 1099 to all Affiliates whose earnings meet or exceed the required amount warranting distribution of a 1099. If a Form 1099 is deemed to be necessary and Realbricks for some reason does not have your address, Realbricks will notify Affiliate via email and Affiliate will be required to provide the requested W8/W9 tax information within two (2) business days.
9. Affiliate Obligations. Affiliate understands that they are solely responsible for the content, development, operation, and maintenance of their Website and for any and all materials that appear on said site. Such responsibilities include but are not limited to, technical operation, advertising, proper hyperlinks, description of services, promotions, and accuracy of content. Affiliate understands that Realbricks disclaims all liability and responsibility for the aforementioned matters.
10. Realbricks’ Obligations. Realbricks agrees to provide Affiliate with necessary materials and affiliate codes to properly link your Affiliate account to Realbricks. Realbricks agrees to review purchases referred to Realbricks from Affiliate, to track the volume and number of Qualifying Purchases originating from Affiliate’s unique code. Determinations made by Realbricks regarding the foregoing shall be binding on the Parties absent manifest error.
Realbricks has the right to monitor signups through Affiliate’s website at any time and from time to time in order to assess compliance with these Terms and Conditions. Lack of compliance regarding any part of this Agreement is sufficient grounds for termination of the Affiliate Agreement.
11. Tracking Qualifying Purchases. Affiliate understands that they may review Referral shares provided from Qualifying Purchases by logging into their Realbricks account. Qualifying Purchases are updated daily and Affiliates are encouraged by Realbricks to periodically review their Realbricks account.
12. Purchaser Policies and Pricing. Qualifying Purchasers who create a new Realbricks account through an Affiliate are deemed to be the clients of Realbricks. Thus, all rules, policies, Agreements and operating procedures concerning Realbricks will apply in full to those clients. Affiliate understands that Realbricks may alter any of its policies at any time. Affiliate understands that pricing and availability of Realbricks services may be subject to change at any time. Realbricks agrees to provide commercially reasonable efforts to present accurate information to Affiliate, but Realbricks cannot guarantee the availability or price of any particular service. It is important to understand that Affiliate by assenting to these terms also agrees to the Realbricks Terms of Service.
13. Binding; Waiver. This Agreement shall be binding on all Parties; the failure of Realbricks to enforce the strict performance of the terms of any provision of this Agreement shall not be deemed a waiver of the right of Realbricks, employees, agents, partners, or its officers to subsequently strictly enforce any provision of this Agreement.
14. No E-mail Advertising. Affiliate agrees not to create, publish, transmit or distribute, under ANY circumstances, any bulk electronic mail messages ("SPAM") without prior written consent from Realbricks. Additionally, Affiliate may only send e-mails containing an Realbricks affiliate link and or a message regarding Realbricks or Realbricks Referral Program to individual(s) who have been previously contacted and who consented to the fact that Affiliate will be sending one or more e-mails containing Realbricks information or information about the Realbricks Referral program. Failure by Affiliate to abide by this section, or comply with the CAN-SPAM Act of 2003, in any manner, will be deemed a material breach of this Agreement by Affiliate and Affiliate will foreclose any and all rights they may have to any referrals after termination. If Affiliate is found to have excessive e-mail generated traffic within a short period of time as determined by Realbricks in its sole discretion, the Affiliate relationship may be immediately terminated.
15. Arbitration. The Parties agree that any legal claim or dispute between them or against any agent, employee, successor, or assign of the other, whether related to this agreement or otherwise, and any claim or dispute related to this agreement or the relationship or duties contemplated under this contract, including the validity of this arbitration clause, shall be resolved by binding arbitration by the American Arbitration Association (or name other firm providing arbitration services, i.e., National Arbitration Forum), under the Arbitration Rules then in effect, and the Parties agree to submit to the exclusive jurisdiction and venue of the State of Wyoming in the County of Sheridan. Any award of the arbitrator(s) may be entered as a judgment in any court of competent jurisdiction. Information may be obtained and claims may be filed at any office of the American Arbitration Association or at Corporate Headquarters, 335 Madison Avenue, Floor 10, New York, New York 10017-4605. Telephone: 212-716-5800, Fax: 212-716-5905, Website: www.adr.org. The losing party in any arbitration initiated under this Agreement agrees to pay the costs and attorneys’ fees in full of the prevailing party. This agreement shall be interpreted under the Federal Arbitration Act.
16. Assignment. The rights of this Agreement contained herein and any rights and licenses granted hereunder, may not be transferred or assigned by Affiliate, but may be assigned by Realbricks freely and without restriction. Any right to assign or transfer the obligations under this Agreement by Affiliate requires the express written consent of Realbricks.
17. Severance. The terms and conditions contained herein constitute the entire Agreement between the Parties. If a court of competent jurisdiction holds any term, clause or provision of the present agreement invalid or unenforceable, such invalidity shall not affect the validity or operation of any term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from this Agreement.
18. Confidentiality. Affiliate agrees that all information including, without limitation, the terms of this Agreement, business and financial information, pricing and sales information, shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement except and solely to the extent that any such information is (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party any obligation of confidentiality to the discloser hereunder. Affiliate understands that they will act with due diligence to prevent a disclosure of confidential information. Notwithstanding the foregoing, each party is hereby authorized to deliver the copy of any such information (a) to any person pursuant to a valid subpoena or order issued by any court or administrative agency of competent jurisdiction, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Exchange Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
19. Affiliate Representations and Warranties. Affiliate represents and warrants to Realbricks as follows:
a. you are at least eighteen (18) years of age, of sound mind to enter into a legally binding contract, and have legal authority to enter into and execute this Agreement;
b. the present Agreement has been duly and validly executed and delivered by Affiliate and contains Affiliate’s legal, valid, and binding obligation, enforceable against Affiliate in accordance with its term;
c. no consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by Affiliate in connection with the execution, delivery, and performance of this Agreement or the taking by Affiliate of any other action contemplated hereby;
d. the execution, delivery, and performance by Affiliate of this Agreement and the consummation by Affiliate of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate:
(i) any provision of law, rule, or regulation to which Affiliate is subject,
(ii) any order, judgment, or decree applicable to Affiliate or binding upon Affiliate assets or properties,
(iii) any provision of Affiliate’s by-laws or certificate of incorporation, or
(iv) any agreement or other instrument applicable to Affiliate or binding upon Affiliate assets or properties;
5. there is no pending or, to the best of Affiliate’s knowledge, threatened claim, action, or proceeding against Affiliate, or any Affiliate of Yours, with respect to the execution, delivery, or consummation of this Agreement, and, to the best of Affiliate’s knowledge, there is no basis for any such claim, action, or proceeding;
6. during the term of the Agreement, Affiliate understands that they are not to include in Affiliate promotions content that is, in Our opinion, unlawful, harmful, threatening, defamatory, obscene, harassing, racially, ethnically, or otherwise objectionable or violates any federal or state law; and
7. each Qualifying Purchase referred by Affiliate to Realbricks, is valid, genuine, unique, not fraudulent, and meets each of the Criteria for generating a Referral fee as provided in this Agreement.
20. Indemnification. Affiliate hereby agree to indemnify and hold harmless Realbricks and Our subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on:
1. Any claim that Affiliate’s use of their Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party,
2. Any misrepresentation of a representation or warranty or breach of a covenant and agreement made by Affiliate herein, or
3. Any claim related to Affiliate’s Website, including, without limitation, its development, operation, maintenance and content therein not attributable to Realbricks.
21. Agreement Term. The Agreement term begins upon Realbricks’ acceptance of Affiliate’s application and ends when terminated by either Party with or without cause or if Affiliate reaches a maximum total payments received of up to $10,000. Affiliate is only eligible for Referrals earned during the term of this Agreement, and Referrals earned through the date of termination remains payable only if the orders are not reversed or cancelled, and comply with all of the present Terms herein. Realbricks reserves the right to remove an Affiliate from the Referral Program, and to terminate or suspend this Agreement, at any time in Realbricks’ sole and final discretion.
22. Disclaimers. Realbricks make no express or implied warranties or representations with respect to the Referral Program or any Realbricks. Services offered through the Referral Program (including, without limitation, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF THE COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). Moreover, Realbricks makes no representation that the operation of its service will be uninterrupted or error free, and Realbricks will not be liable for the consequences of any interruptions or errors related to the service or the Affiliate service, including the tracking of information about Referred Customers during the period of interruption.
23. Limitation of Liability. REALBRICKS WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE REFERRAL PROGRAM, EVEN IF REALBRICKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, THE AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE REFERRAL PROGRAM TO REALBRICKS WILL NOT EXCEED THE TOTAL REFERRALS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT DURING THE 3-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
IN NO EVENT SHALL REALBRICKS, ITS PRINCIPALS, OFFICERS, PARTNERS, AGENTS, EMPLOYEES, AND ASSIGNS BE LIABLE TO AFFILIATE FOR ANY DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY DELAY OR FAILURE TO PERFORM AS REQUIRED BY THIS AGREEMENT AS A RESULT OF ANY ISSUE, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, TERRORISM, WARS, RIOTS, OR ACTS OF CIVIL OR MILITARY AUTHORITY.
24. Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, county of Sheridan, without regard to conflicts of law principles. The sole and exclusive jurisdiction and venue for any action or proceeding arising out of or related to this Agreement shall be in an appropriate state or federal court located in the State of Wyoming, county of Sheridan. You hereby submit to the jurisdiction and venue of said Courts. You consent to service of process in any legal proceeding.
25. Modifications to this Agreement. Realbricks reserves the right to modify any of these terms and conditions herein at any time in Realbricks’ sole discretion. Such modifications shall take effect upon posting to the Realbricks.com website. Realbricks, in its sole discretion, reserves the right to notify Affiliate by e-mail and further reserves the right to withhold notification of any changes made to this Agreement. Modifications may include, but are not limited to, changes in the scope of available referrals, referral amounts/percentages, payment procedures, and Referral Program rules. If any modification is unacceptable to Affiliate, Affiliate’s only recourse is to terminate this Agreement. Your continued participation in the Referral Program following Our posting of a change notice or new agreement on Our site will constitute binding acceptance of the change.
26. Relationship between the Parties. Affiliate understands that the relationship between Realbricks and Affiliate is that of an independent contractor, and nothing in the present Agreement creates a partnership, joint venture, agency, franchise, sales representative, shareholder, or employer/employee relationship between the Parties. Affiliate understands that they have NO authority to make or accept any offers or representations on behalf of Realbricks.
27. Independent Review and Investigation. This Application submission acknowledges that Affiliate understands and has read this Agreement in full and agrees to be bound by all the Terms and Conditions. Affiliate understands that other Affiliates may have a different relationship with Realbricks.com than Affiliate, including competitors. You agree that You have independently reviewed and assessed the advantages and disadvantages of participating in this Referral program and You are not relying on any guarantees, representations, or statements other than this Agreement as set forth herein.
I, AS A POTENTIAL AFFILIATE INDICATE MY ASSENT TO THIS AGREEMENT AND MY DESIRE TO BECOME AN AFFILIATE HEREIN BOUND BY THE AFOREMENTIONED TERMS AND CONDITIONS BY COMPLETING AND SUBMITTING THE REFERRAL PROGRAM SIGNUP FORM, BY SUBMITTING PROPOSED REFERRED CUSTOMERS OR QUALIFYING PURCHASES TO REALBRICKS UNDER OUR REFERRAL PROGRAM AND/ OR BY COLLECTING AND REFERRALS FROM US.
ADDENDUM A
Referral Fee Rules (Supplement)
Realbricks shall provide to both Affiliate and New Purchaser the following for each Qualifying Purchase - “A first-time purchase by a newly created and verified account of at least $100 in shares on realbricks.com that was referred by an approved affiliate using the Affiliate code that qualifies for a referral fee under the present Agreement.”
5 shares in a home for the New Purchaser - a $50.00 value
5 shares in a home for Affiliate - a $50.00 value
(Shares provided to Affiliate and New Purchaser for Qualifying Purchases to be determined by Realbricks). The cash value for each share is $10.00. In the event of a dispute between the terms of this Addendum and the Agreement, the terms of the Agreement shall govern).
Terra Mint Group, Corp ("Terra Mint"), as the Managing Member of Neptune REM, LLC ("Neptune") operates the RealBricks.com website (the "Site") and is not a broker-dealer or investment advisor. All securities related activity is conducted through Dalmore Group LLC, a registered broker-dealer and member of FINRA/SIPC, located at 525 Green Pl. Woodmere, NY 11598. You can review the brokercheck for Dalmore. An up-to-date Dalmore Form CRS is available.
You should speak with your financial advisor, accountant and/or attorney when evaluating any offering. Neither Terra Mint, Neptune, nor Dalmore makes any recommendations or provides advice about investments, and no communication, through this website or in any other medium, should be construed as a recommendation for any security offered on or off this investment platform. The Site may make forward-looking statements. You should not rely on these statements but should carefully evaluate the offering materials in assessing any investment opportunity, including the complete set of risk factors that are provided as part of the offering circular for your consideration.
Neptune is conducting public offerings pursuant to Regulation A, as amended, through the Site. The most current offering circular for Neptune is available here. Past performance is no guarantee of future results. Investments such as those on the Realbricks platform are speculative and involve substantial risks to consider before investing. These risks are outlined in the respective offering materials and including, but not limited to, illiquidity and a complete loss of capital. Key risks include, but are not limited to, limited operating history, reliance on key personnel, inherent risks in investing in real estate, distributions may not be received on predictable schedule and or at all by Investors, and lack of voting rights. Also, the adverse economic effects of the COVID-19 pandemic remain unknown and could materially impact this investment. An investment in an offering constitutes only an investment in a particular series and not in the underlying asset(s). Investors should carefully review the risks located in the respective offering materials for a more comprehensive discussion of risk.
From time to time, Neptune may undertake "testing the waters" for additional series of securities to be offered pursuant to Regulation A. For offerings that have not yet been qualified, no money or other consideration is being solicited, and if sent in response, will not be accepted.
NO MONEY OR OTHER CONSIDERATION IS BEING SOLICITED, AND IF SENT IN RESPONSE, WILL NOT BE ACCEPTED.
NO OFFER TO BUY THE SECURITIES CAN BE ACCEPTED AND NO PART OF THE PURCHASE PRICE CAN BE RECEIVED UNTIL THE OFFERING STATEMENT FILED BY THE COMPANY WITH THE SEC HAS BEEN QUALIFIED BY THE SEC. ANY SUCH OFFER MAY BE WITHDRAWN OR REVOKED, WITHOUT OBLIGATION OR COMMITMENT OF ANY KIND, AT ANY TIME BEFORE NOTICE OF ACCEPTANCE GIVEN AFTER THE DATE OF QUALIFICATION.
AN INDICATION OF INTEREST INVOLVES NO OBLIGATION OR COMMITMENT OF ANY KIND.
AN OFFERING STATEMENT REGARDING THIS OFFERING HAS BEEN FILED WITH THE SEC. YOU MAY OBTAIN A COPY OF THE PRELIMINARY OFFERING CIRCULAR THAT IS PART OF THAT OFFERING STATEMENT FROM: Neptune REM, LLC 30 N. Gould St. Suite R Sheridan, WY 82801 OR HERE.
Investment overviews contained herein contain summaries of the purpose and the principal business terms of the investment opportunities. Such summaries are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by reference to the more-detailed discussions contained in the respective offering circular filed with the SEC.
Realbricks does not offer refunds after an investment has been made. Please review the relevant offering materials and subscription documentation for more information.
Potential investors should not rely on any forward-looking statements regarding any investment opportunity, which is based on our beliefs and information currently available to us. The words “anticipate,” “believe,” “expect,” “aim,” “potential,” “design,” “target,” “intend,” “may,” “might,” “plan,” “estimate,” “project,” “projection,” “should,” “will,” “would,” “result” and similar expressions identify forward-looking statements. Such statements are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control. These risks could result in the loss of your investment. See the offering materials for detailed information.
Neptune does not have a public trading market for its Series Interests. While it intends to seek a quotation on PPEX, an alternative trading system (ATS) operated by North Capital Investment Technology, Inc. (“PPEX”) with a view to providing our holders of Series Interests with potential liquidity in the form of a secondary market for their investment in our Series Interests. However, there can be no guarantee that a secondary market may develop, or if it does, as to the volume or pricing with respect to any secondary trading that might develop. The PPEX does not employ market makers to provide liquidity, unlike national securities exchanges. Until Neptune’s Series Interests are listed, if ever, you may not sell the company’s Series Interests. Therefore, it may be difficult for you to sell Neptune’s Series Interests at the time you wish to do so, if you are able to sell them at all. If you are able to sell your Series Interests, you may have to sell them at a substantial discount to their public offering price. Because of the illiquid nature of our Series Interests, you should purchase Neptune’s Series Interests only as a long-term investment and be prepared to hold them for an indefinite period of time.
Property information shown has been provided from various sources, which can include the seller and/or public records. It is believed reliable but not guaranteed and should not be relied upon without independent verification.
Disclaimer: Images, Information and Floor Plan and Measurements are approximate and are for illustrative purposes only. We make no guarantee, warranty or representation as to the accuracy and completeness of the floor plans, measurements and or any information provided. You or your advisers should conduct a careful, independent investigation of the property to determine to your satisfaction as to the suitability of the property for your space requirements. All pricing and availability is subject to change. The information is to be used as a point of reference and not a binding agreement.
