Haven Community Participation & Placement Fee Agreement

1. Parties and purpose

This agreement is between Haven (havenforseniors.com, “Haven”) and the senior living community identified in the signature record (the “Community”, acting through the legal entity that owns or operates it). Haven operates a senior living directory and free family advisory service. The Community wishes to receive referrals of prospective residents from Haven and agrees to pay a placement fee when a referred person moves in, on the terms below.

This is a non-exclusive agreement. The Community may work with any other referral source, and Haven refers families to any community that fits their needs.

2. Definitions

“Referred Client” means a prospective resident whose identity or contact information Haven communicates to the Community (by email, phone, text, tour scheduling, or through Haven's platform), or whom a Haven advisor introduces to the Community — together with a spouse, partner, or other individual disclosed in the Haven inquiry as part of the same move-in decision. If two Referred Clients move in together, one Placement Fee applies, based on the Base Monthly Rent of the shared residence.

“Move-In” means a Referred Client taking physical residence at the Community under an executed residency, lease, or admission agreement, including respite stays that convert to residence. The Placement Fee is earned only when both have occurred: an executed residency agreement and physical move-in.

“Base Monthly Rent” means the recurring monthly housing charge (room and board) for the resident's unit at the rate actually payable for the first full month — after any move-in concession or discount applicable to that month — excluding level-of-care and care-package charges, community, entrance, and move-in fees, security deposits, second-person fees, pet fees, and ancillary services. The fee is never calculated on care charges.

“Attribution Period” means the twelve (12) months following the later of (a) the date Haven delivers a referral to the Community or (b) the last documented Haven activity for that family involving the Community (such as a Haven-arranged tour).

3. Referrals and attribution

A Move-In by a Referred Client during the Attribution Period is attributed to Haven and earns the Placement Fee, regardless of which channel the family later uses to contact the Community. Attribution applies only to communities Haven specifically identified and referred to the family.

Prior-inquiry exception: no fee is owed if the Community shows, with documented evidence (CRM record, inquiry log, signed tour sheet, deposit, or a competing referral source's dated referral) that it was already actively working with the same prospective resident within the six (6) months before Haven's referral delivery. The Community must raise a prior-inquiry claim in writing within five (5) business days of receiving the referral, with the documentation; after that window the referral is deemed accepted and its attribution stands.

Non-circumvention: during the Attribution Period, the fee is also owed if a Referred Client moves into another community under common ownership, management, or control with the Community. The Community will not encourage a family to delay a Move-In, re-inquire directly, or route through an affiliated entity to avoid a fee.

4. Placement fee

For each attributed Move-In, the Community will pay Haven a one-time Placement Fee equal to one hundred percent (100%) of the Base Monthly Rent. There is no minimum fee and no fee on care charges.

Private-pay placements only: the fee base is private-pay Base Monthly Rent only and expressly excludes any amount billed or billable to Medicare, Medicaid, or any other federal or state health care program. No Placement Fee is owed for any Move-In funded in whole or in part at admission by such a program, and Haven does not refer clients known to rely on such funding on a fee-bearing basis. Haven does not track, and receives no compensation tied to, residents' health-care services after move-in.

Rate parity: the Community will offer Referred Clients the same rates, discounts, and concessions available to comparable direct move-ins, and will not surcharge the family or attempt to recover any part of the Placement Fee from the resident or family.

Fees are paid entity-to-entity only. Neither party will pay, accept, or route any portion of a fee to or from individual employees, discharge planners, or other individual referral sources.

The Community will notify Haven of any Move-In by a Referred Client within fourteen (14) days of occurrence, including the move-in date, unit, and contracted Base Monthly Rent. Failure to report does not defeat the fee — it accrues from the actual move-in date.

Where applicable state law restricts a fee calculated as a percentage of rent or services, the Placement Fee for communities in that state is instead the flat amount stated in Haven's published State Fee Schedule, set in advance and consistent with fair market value.

5. Refund protection

If the resident permanently moves out, passes away, or is hospitalized without returning within the first seven (7) days after Move-In, the full Placement Fee is refunded (or not charged).

If any of those events occurs on days 8 through 30 after Move-In, Haven refunds or credits a prorated per-diem share: Placement Fee × (30 − days the resident resided or retained the bed) ÷ 30.

No refund is owed after day 30. Refund requests must be made in writing within thirty (30) days of the triggering event, with the relevant dates. Where a state statute prescribes a different mandatory refund formula, that formula applies to communities in that state.

6. Payment and auto-pay authorization

The Placement Fee is due thirty (30) days after the Move-In date. Haven will deliver an itemized electronic invoice (resident identifier, community, move-in date, Base Monthly Rent, and fee calculation) at least five (5) business days before collecting payment; the Community must dispute an invoice in writing within that window, after which the invoice is deemed accepted.

Auto-pay authorization: by saving a payment method with Haven's payment processor (Stripe), the Community authorizes Haven to initiate charges to that payment method, without separate approval for each charge (“off-session”), for Placement Fees due under this agreement — each charge occurring on or after thirty (30) days from the relevant Move-In, in the amount of one month's Base Monthly Rent as itemized on the delivered invoice — and to retry failed charges. Haven sends an electronic receipt for every charge.

ACH is the preferred payment method. For ACH debits, the Community represents that the designated account is a business account and that the signer is authorized to bind the Community to ACH debits against it; the Community agrees to be bound by the Nacha Operating Rules with respect to entries originated under this agreement and acknowledges such entries are corporate (CCD) entries. Card payments are accepted as a fallback at no surcharge.

The Community may revoke a payment authorization by written notice at least thirty (30) days before a scheduled debit, and will provide a replacement payment method within ten (10) days of revocation. Revocation does not extinguish any fee owed — unpaid fees remain due by invoice.

Amounts more than thirty (30) days past due accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law; any amount collected above the lawful maximum is automatically applied to principal or refunded.

Disputes over an invoice must follow this agreement's dispute procedure (written objection within the pre-debit window, then good-faith escalation between executives). The Community agrees not to initiate a card chargeback or ACH return for a validly invoiced, undisputed fee; doing so is a material breach, and the Community remains liable for the fee plus Haven's reasonable dispute costs.

7. Verification and records

Haven may confirm placements directly with Referred Clients (for example, a post-move-in check-in call). Upon reasonable written notice, no more than twice in any twelve (12) months, the Community will confirm in writing whether any person on Haven's referred-client list was admitted during the Attribution Period and, for admitted Referred Clients, provide the move-in date and contracted Base Monthly Rent. This is limited to Haven-referred names — Haven gets no general access to resident records — and Haven will treat all such information as confidential and use it solely for fee verification.

8. Independence of rankings; no steering

Haven's ratings, Scout Scores, and rankings are computed from objective public data (federal inspection, staffing, and quality records) and cannot be bought, boosted, or influenced by this agreement or by any fee. Signing this agreement does not change how the Community appears in Haven's rankings.

Haven advises families based on their needs, budget, and preferences. Nothing in this agreement obligates Haven to refer any minimum number of families or to prefer the Community over any other.

9. Compliance

The Community represents that it holds all licenses required to operate and will notify Haven promptly of any license suspension, revocation, or admission ban. Haven may pause referrals and listings for any community that loses required licensure.

Each party will comply with laws applicable to senior referral services, including state referral-agency statutes and required disclosures to families, and will cooperate with the other party's compliance obligations (including acknowledging receipt of family disclosures where a state requires it).

Consumer contact rules: Haven obtains families' consent before sharing their contact information. The Community will use Referred Client contact information solely to respond to the referral and will honor any family's request to stop contact.

10. State compliance addendum

The following state-specific provisions control over any conflicting general term for communities located in the named state:

Arizona: the Community's 14-day admission notice (above) implements A.R.S. § 36-446.14(E), and Haven will not collect any fee until it has delivered to the Community documented proof of the required family disclosure and acknowledgment. Attribution after a family ends its relationship with Haven follows A.R.S. § 36-446.14(C)(1).

Texas: Haven provides the written family disclosures required by Tex. Bus. & Com. Code ch. 121, and no fee is collectible more than three (3) years after the referral date.

California: Haven refers only to residential care facilities for the elderly (RCFE) and other non-skilled-nursing settings in California; skilled nursing, extended care, and intermediate care referrals are excluded in California.

Washington, Oregon, Nevada, Florida: participation is not yet available for communities in these states; this agreement does not take effect for a community located there until Haven publishes availability.

Where a state statute mandates a refund formula, disclosure, or payment condition different from this agreement, the statute's requirement applies to communities in that state.

11. Term and termination

This agreement runs for twelve (12) months from signing and renews automatically for successive twelve (12) month terms. Either party may terminate at any time with thirty (30) days' written notice (email suffices).

Referrals delivered before termination remain attributable — a Move-In by a previously Referred Client during its Attribution Period still earns the Placement Fee — and payment, refund, and verification terms survive for those fees. Haven does not collect fees for referrals delivered after termination.

12. Liability and disputes

Haven provides referrals and information “as is” and does not guarantee occupancy, resident suitability, or payment performance by residents. Neither party is liable to the other for indirect, incidental, or consequential damages. Each party's total liability under this agreement is capped at the fees paid or payable under it in the twelve (12) months before the claim arose.

The parties will first try in good faith to resolve any dispute by direct negotiation between designated representatives. This agreement is governed by the laws of the State of Utah, and any unresolved dispute will be brought exclusively in the state or federal courts sitting in Salt Lake County, Utah — except that the state-specific regulatory provisions of the State Compliance Addendum are governed by, and construed to comply with, the law of the state where the Community is located.

13. Electronic signature and records

The parties agree to transact electronically. The Community's authorized signer executes this agreement by (a) consenting to electronic records and signatures, (b) confirming authority to bind the Community's legal entity, and (c) typing their full legal name as a signature. Haven records the signed version's identifier and cryptographic fingerprint (SHA-256), the signer's identity fields, and a timestamp/IP/user-agent audit trail, and will provide a copy of the signed record on request.

This agreement is effective upon the Community's electronic execution and Haven's electronic countersignature, which Haven applies automatically upon acceptance of the submission. The electronic record constitutes the signed original, and Haven retains it for the term of the agreement plus six (6) years.

14. General

The parties are independent contractors. This agreement (together with the signature record) is the entire agreement about referrals between the parties and replaces any prior discussions. Haven may update these terms for future referrals with thirty (30) days' notice; the version in effect when a referral is delivered governs that referral. Neither party may assign this agreement without the other's consent, except to a successor in a sale of the business. If any provision is unenforceable, the rest remains in effect.