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Convene Referral Program Terms Conditions

Posted: 03/09/2022

Subject to the terms and conditions provided herein (the “Program ToS”), Convene will compensate eligible referrers (“Referrer” or “you”) for each qualified referral that leads to the execution or acceptance of a Convene WorkSuite Membership Agreement. More details about the Convene Referral Program (“Referral Program”) are set forth below. Acceptance of the Program ToS is required for you to be eligible to receive Fees for Qualified Referrals. For ease of reference, defined terms are set out at the end of these Program ToS.

I. QUALIFIED REFERRALS

Subject to these Program ToS, Referrers may receive a Fee for introducing a Qualified Referral to Convene. A “Qualified Referral” is any individual or entity introduced by a Referrer to Convene by way of a Referral Submission that enters into a Convene WorkSuite Membership Agreement (a “WorkSuite Membership Agreement”). Additionally, to be considered a Qualified Referral, the individuals, entities or the primary members of such entities:

  • must sign a new WorkSuite Membership Agreement with Convene no later than ninety (90) days from the date you submit the Referral Submission;
  • must not have previously contacted Convene for a membership or otherwise been referred to Convene in the ninety (90) days prior to your initial Referral Submission; and
  • must not be:
    • a current or previous member of Convene
    • a broker, or represented or referred by a broker;
    • an entity of which the Referrer is an employee, partner, or owner of a controlling interest;
    • a subsidiary, affiliate, or entity related to Referrer or Referrer’s employer; or
    • an entity with the same parent entity as the Referrer, Referrer’s employer, or any affiliate or entity related to the Referrer or Referrer’s employer.

II. PROCESS

Referral Submission

You may introduce a potential member or member company (a “Potential Member”) to Convene for the Referral Program by filling out the online Referral Form (the “Referral Form”) and entering all the information required under the “Refer” tab (a “Referral Submission”) prior to your referral’s initial contact with Convene.

You must complete a separate Referral Submission for each Potential Member. You may only complete a single Referral Submission per Potential Member Company that you would like to refer. A Referral Submission will not be considered complete unless it includes tall the information requested in the Referral Form.

In any event, a Qualified Referral will not be deemed to have been made until the date that a complete Referral Submission is received by Convene.

For any Qualified Referral, Convene will pay Fees for the WorkSuite Membership Agreement signed at the initial Convene location at which such Qualified Referral takes space only, and such location must be in the city indicated on the Referral Submission. WorkSuite Membership Agreements signed by such Qualified Referral for other locations at the time of the Referral or subsequent WorkSuite Membership Agreements signed by such Qualified Referral for other locations are not eligible for Fees, except as may be granted on a case by case basis by Convene in its sole discretion.

Referral Submissions that are incomplete or that do not adhere to the procedures outlined in these Program ToS will not be considered valid Referral Submissions and will not earn Fees hereunder or be processed for payment. Please note that all Referral Submissions are conditionally accepted and not fully confirmed until approved by a member of the Convene team.

By participating in the Referral Program, you hereby represent and warrant that you have obtained consent from the Potential Member to send such entity’s contact information to Convene as part of a Referral Submission, and you believe in good faith that the Potential Member is interested in becoming a member of the Convene community in the location named in your Referral Submission.

In the event we receive more than one Referral Submission for a Potential Member, we will honor the valid Referral Submission we receive earliest.

Notwithstanding the above, Convene shall retain at all times the right in its sole discretion to decide whether or not to pursue any Potential Member introduced by a Referrer.

*Referral Program does not apply to community memberships.‎
*Referral Program excludes expansions of existing WorkSuites and renewals of existing WorkSuite Membership Agreements

Convene’s Contact with a Potential Member

After you submit a valid Referral Submission, Convene will contact the Potential Member confirming our receipt of the Referral Submission (unless the Potential Member contacts Convene directly or you introduce the Potential Member to Convene via email).

The Potential Member will have the opportunity to inform us that (i) it is not looking for a Convene membership and/or (ii) it has not given authorization to you in connection with the introduction. If the Potential Member informs us that it has not given authorization to you, you will not be eligible for the Fee even if such Potential Member otherwise becomes a Qualified Referral, and you may be subject to further action as set forth in these Program ToS.

III. FEES, BENEFITS, AND PAYMENT

Fees and Benefits

Subject to these Program ToS, each Qualified Referral shall be eligible for either (i) a cash payment, or (ii) Convene Credit in accordance with the below. Convene will determine eligibility for Referrer Fees and other benefits hereunder in its sole discretion.

Suite Size

Cash*

Convene Credit* †

Up to 20 Desks

$1,500

$3,000

21-50 Desks

$5,000

$10,000

51+ Desks

$12,500

$25,000

* To be qualified for a Fee under the Referral Program, a Qualified Referral must commit to a minimum term of six (6) months or more in its WorkSuite Membership Agreement.

Referrer will be entitled to a Fee based on the number of desks the Qualified Referral takes pursuant to its WorkSuite Membership Agreement, as set forth in the chart above.

For purposes of calculating the Fees owed to a Referrer pursuant to a Qualified Referral, only the initial payment amount made by such Qualified Referral will be considered; any expansion or renewal payments will not be considered part of the Qualified Referral.

Payment Terms

Fees will be paid in either United States Dollars ($) or Convene Credit, at the Referrer’s choice. Convene Credit paid as a Fee under these Program ToS can be applied to:

  • Hourly Conference Rooms
  • Larger Meetings and Events*
  • Convene Studio*
  • Team Meals*

†Subject to availability. Additional terms and conditions may apply. Convene Credit may only be used by the active WorkSuite Member Company during its then-current Commitment Term (and may not be used by an individual Member). Convene Credits expire at the end of the Commitment Term and do not roll over into any renewal or extension.

Fee amounts may be reduced for deductions, reductions in space, and taxes (collectively, “Deductions”). Convene reserves the right to choose the mode of payment. VAT/GST requirements may depend both on the location of the Referrer as well as the location of the Qualified Referral. VAT determinations will be made at the time of processing of a sale.

Payment to Referrers

To be eligible for Fees, a Referrer hereby agrees to be contacted by our payment processing vendor (“Payment Vendor”), and to provide Payment Vendor with valid payment preference and information. Failure to provide payment information and to keep such information up-to-date may result in the delay or forfeiture of Fees for which Convene or Payment Vendor will not be responsible. Except as otherwise set forth herein, provided Payment Vendor has received the Referrer’s accurate and complete payment information, and subject to these Program ToS. Upon execution of the WorkSuite Membership Agreement and payment of the first deposit by Qualified Referral, Convene will reach out to Referrer with the Referral Fee Summary and request for a filled out Form W-9. Convene shall pay the applicable Fees due within thirty (30) days from receipt of the Referral Fee Summary acknowledged by Referrer or receipt of the filled our form W-9, whichever is later.

You represent and warrant that all information you provide to us or to Payment Vendor, including, without limitation, your contact and bank account information, is complete, accurate, and up-to-date. You will have the opportunity to check the status of pending, completed, and expired Referral Submissions by contacting ConveneReferrals@convene.com. You agree that receipt of the Referral Fee Summary shall serve as a valid invoice and record of transaction. If you do not receive such an email, please contact ConveneReferrals@convene.com.

Payment Disputes

All disputes regarding Fees or any other payment amounts must be communicated in writing either by emailing ConveneReferrals@convene.com or responding to the relevant payment confirmation email from Convene. You must communicate a dispute within five (5) business days of receipt of the disputed email invoice, and failure to do so shall act as a waiver of any disputes related to amounts described therein. Convene reserves the right to withhold payment in the event of a bona fide dispute, as determined in Convene’s sole discretion.

Overpayments to Referrer

In the event that you are paid more than your entitled Fees, whether as a result of calculation errors, unaccounted-for Deductions, or for any other reason, you shall promptly repay Convene such overpaid amounts, as determined by Convene. If you fail to promptly return such overpaid amounts, Convene may offset any such amounts from future payments to you, and you may be suspended or disqualified from the Referral Program, in Convene’s sole discretion. The foregoing shall be in addition to all rights and remedies Convene may seek in equity or at law.

IV. DISQUALIFICATIONS

A Referrer may be disqualified from the Referral Program for reasons including, but not limited to:

  • Submitting false leads;
  • Providing incorrect information;
  • Misrepresenting that Referrer has consent from a Potential Member;
  • Referring a person or entity that is specifically excluded from being a Qualified Referral under these Program ToS;
  • Participating in or having any involvement in criminal or fraudulent activities; or
  • Failing to comply with or breaching these Program ToS.

A disqualified Referrer is not eligible to participate in the Referral Program and shall not be entitled to any Fees or other benefits hereunder, unless Convene specifically revokes such disqualification in its sole discretion. All disqualifications are determined in Convene’s sole discretion. In additional to being disqualified from the Referral Program, Convene may seek all rights and remedies available in equity or at law.

V. GENERAL TERMS AND CONDITIONS

Warranty Disclaimer

CONVENE MAKES NO WARRANTIES TO REFERRER OR ANY POTENTIAL MEMBER, EXPRESS OR IMPLIED, AND HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING OUT OF USAGE OF TRADE, COURSE OF DEALING AND COURSE OF PERFORMANCE.

Indemnification

You will defend, indemnify, and hold harmless the Convene Parties from and against any claim, cause of action, demand, suit, proceeding, damages, liabilities, loss, or costs, including without limitation, reasonable attorney fees, made or brought against the Convene Parties arising out of (a) your participation in the Referral Program, (b) any breaches of your representations, warranties, or obligations hereunder, or (c) the negligence or willful misconduct of you or your employees, representatives or agents.

Limitation of Liability

CONVENE WILL NOT BE LIABLE OR OBLIGATED WITH RESPECT TO ANY SUBJECT MATTER OF THESE PROGRAM TOS OR OTHERWISE RELATED TO THE REFERRAL PROGRAM OR UNDER ANY CONTRACT, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WHATSOEVER, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, RELIANCE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, OR USE. CONVENE’S LIABILITY SHALL NOT EXCEED THE FEES PAYABLE BY CONVENE TO REFERRER FOR AN APPLICABLE REFERRAL DURING THE 6 MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.

Modification, Suspension, or Termination and Disqualification

Convene reserves the right to amend or update the Referral Program and these Program ToS at any time without prior notice. Upon thirty (30) days’ written notice, or immediately upon notice in the case of an emergency, Convene may, at its option, suspend or terminate the Referral Program and these Program ToS, whether in all or any locations or geographic areas, as determined in Convene’s sole discretion.

Upon any suspension or termination of the Referral Program, or the disqualification of a Referral pursuant to these Program ToS, (i) Referrer shall immediately cease all promotion of Convene and Convene’s products and services, and shall immediately return to Convene, or at Convene’s option, destroy, all materials provided by Convene hereunder, including any Confidential Information, as defined herein; (ii) Convene may market, sell or provide products or services to any third party, without obligation to pay Referrer any Fees; and (iii) except in the event of a disqualification for Referrer’s breach, Convene will pay applicable Fees for WorkSuite Membership Agreements which were executed prior to termination or suspension of the Referral Program, in accordance with these Program ToS. Notwithstanding any suspension or termination of the Referral Program or these Program ToS, or any disqualification of a Referrer, the following Sections, and any terms that by their nature would be expected to survive, shall survive and remain in effect: (a) Overpayment to Referrer, (b) Payment Terms (to the extent any payment obligations remain outstanding), and (c) all General Terms. Any suspension or termination of the Referral Program or these Program ToS shall be without prejudice to any other rights or remedies available under these Program ToS, in equity or at law.

Disputes

Governing Law. These Program ToS and any dispute arising out of these Program ToS (including any non-contractual disputes) will be governed by and interpreted according to the laws of the State of New York, U.S.A. and the United States of America without regard to conflicts of law provisions or principles thereof.

Arbitration Agreement. Any dispute, controversy or claim arising out of or in relation to these Program ToS , or at law, or the breach, termination or invalidity of these Program ToS, that cannot be settled amicably by agreement of the parties, shall be finally settled in accordance with the arbitration rules of JAMS then-in-force, by one or more arbitrators appointed in accordance with said rules. The place of arbitration shall be the Borough of Manhattan, New York, New York, U.S.A. This arbitration agreement will survive the termination of your relationship with Convene.

The proceedings shall be confidential and in English. The award rendered shall be final and binding on both parties, and not appealable. Judgment on the award may be entered in any court of competent jurisdiction. In any action, suit or proceeding to enforce rights under this section, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator(s) or court, as applicable. These Program ToS shall be interpreted and construed in the English language, which is the language of the official text of these Program ToS.

In any circumstances where the foregoing arbitration agreement permits either you or Convene to litigate any dispute arising out of or relating to the subject matter of these Program ToS in court, then the foregoing arbitration agreement will not apply to either party, and both you and Convene agree that any judicial proceeding (other than small claims actions or actions for injunctive relief) will be brought in the state or federal courts located in the Borough of Manhattan, New York, New York. THE PARTIES HEREBY WAIVE THEIR RIGHT TO TRIAL BY JURY TO THE FULLEST EXTENT PERMITTED BY LAW. ‎

Class Action Waiver. ALL CLAIMS AND DISPUTES SUBJECT TO THIS ARBITRATION AGREEMENT SECTION MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE REFERRER OR OTHER REFERRAL PROGRAM PARTICIPANT(S) CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER REFERRER OR REFERRAL PROGRAM PARTICIPANT(S). If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Convene is entitled to arbitration; instead all claims and disputes will be resolved in the court as set forth in the paragraph immediately above. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all the preceding language in this Class Action Waiver section will be null and void.

Confidentiality

For purposes of these Program ToS, “Confidential Information” shall mean all commercial, marketing, technical, operational, financial, staff, management, and other non-public information, data, and know-how regarding Convene or any of its affiliates, and any documents, notes, memoranda or other information prepared by or on behalf of Convene or any of its affiliates, whether in writing or in any other tangible form, which may be supplied to or otherwise come into Referrer’s possession, which is or would reasonably be considered confidential in nature, or is deemed confidential by Convene or any of its affiliates. Confidential Information shall not include information which, (i) is known to the general public through no act or omission of Referrer, (ii) is within the legitimate possession of Referrer without obligation of confidentiality prior to disclosure, (iii) is lawfully received by Referrer from a third party having rights therein without notice of any confidentiality obligations or restrictions against its further disclosure, provided that Referrer identifies such third party upon Convene’s request, (iv) is independently developed by Referrer without use of or reference to Confidential Information, or (v) is disclosed by Referrer with Convene’s prior written consent. Confidential Information specifically includes all information related to a Potential Member’s or Qualified Referral’s agreement(s) with Convene, including but not limited to, the actual or proposed pricing and other terms thereof.

Referrer shall use the Confidential Information only in connection with these Program ToS, unless otherwise authorized, instructed or agreed in writing by Convene. Referrer shall use best efforts to disclose Confidential Information only to Referrer’s representatives, employees, agents, or Potential Members who need to know such information in connection with these Program ToS, and Referrer shall inform each such representative, employee, agent, or Potential Member of these confidentiality obligations and ensure that such parties abide by the confidentiality obligations set forth herein. Referrer shall be solely responsible for any breach of these confidentiality obligations by any of its representatives, employees, agents, or Potential Members. Referrer shall treat all Confidential Information as strictly confidential, and will not, either directly or indirectly, use, communicate, or otherwise disseminate any Confidential Information to any person or entity for any purpose not permitted hereunder. Referrer shall not produce or reproduce parts or components, in any form, incorporating Confidential Information, whether for itself or for a third party, for purposes or uses other than those permitted hereunder or as otherwise expressly permitted by Convene in writing.

In addition to the confidentiality obligations set forth above, you may also be required to sign a non-disclosure agreement as a condition to Convene’s disclosure of certain Confidential Information to you.

Convene Trademark and Materials

Referrer shall not distribute any materials about Convene or its products or services unless and until such materials have been approved in writing by Convene, and once approved, may only be used in the form and manner approved by Convene. Subject to the Program ToS, Convene hereby grants Referrer a revocable, non-exclusive, non-transferable, royalty-free license during your participation in the Referral Program to use Convene’s logos or trademarks (“Convene Marks”) solely (a) for the purpose of promoting, advertising, and marketing Convene’s products and services in accordance with these Program ToS and (b) in the forms authorized by Convene and in compliance with Convene’s trademark guidelines as provided by Convene and as may be updated by Convene from time to time. All uses of Convene’s trademarks and logos shall be subject to Convene’s prior written approval in each instance.

Referrer may not use the Convene Marks in any way that disparages or tarnishes Convene or its business. Convene may inspect any materials or content that contain any Convene Marks, and upon the request of Convene, Referrer shall immediately remove all such materials that are unacceptable to Convene (in Convene’s sole discretion) or modify all such materials to become acceptable to Convene. Nothing contained in these rules shall be construed to vest in Referrer any right, title, or interest in or to the Convene Marks or in the goodwill now or hereafter associated therewith, and all goodwill generated from Referrer’s use of the Convene Marks shall inure to the sole and exclusive benefit of Convene. Except for the limited rights and licenses expressly granted hereunder, no other license is granted, and no other use is permitted.

Transfer of Personal Information

By participating in the Referral Program, you consent that we may also transfer the personal information collected by us and make it available to our personnel, advisors, professionals, subcontractors, independent consultants, external third-party service providers, and our affiliates for the foregoing purposes. Some of these transferees may not be located in your country, and therefore your information may be transferred to countries that may or may not guarantee a level of privacy and data protection that is equivalent to the level of privacy and data protection set by the laws in your country.

We will process all information provided to us through the Referral Program in accordance with our Global Privacy Policy located at: https://convene.com/privacy-policy/ and to the extent required by applicable law, you will inform the Potential Member of such privacy policy.

Sanctions, Anti-Money Laundering and Anti-Corruption

Referrer hereby represents and warrants that:
(a) During the term of these Program ToS, Referrer and Referrer’s company’s directors, officers, employees, agents, subcontractors, representatives or anyone acting on Referrer’s behalf (each a “Referrer Party”, together “Referrer Parties”) will comply with all applicable U.S. and non-U.S. economic sanctions and export control laws and regulations, including but not limited to the economic sanctions regulations implemented under statutory authority and/or Executive Orders and administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) (31 C.F.R. Part 500 et seq.), the U.S. Commerce Department’s Export Administration Regulations (15 C.F.R. Part 730 et seq.), the economic sanctions rules and regulations of the European Council, United Kingdom, and EU Member States, and EU’s Dual-use Regulation 428/2009 (collectively, “Trade Control Laws”).
(b) Neither Referrer, nor Referrer’s company’s subsidiaries, affiliates, directors or officers is
(i) a citizen or resident of, an entity organized under the laws of, or otherwise located in, a country subject to comprehensive territorial sanctions maintained by OFAC (hereinafter referred to as “Sanctioned Countries”), (b) identified on U.S. Government restricted party lists including the Specially Designated Nationals List and Foreign Sanctions Evaders List administered by OFAC; the Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department Bureau of Industry and Security; or the List of Statutorily Debarred Parties maintained by the U.S. State Department Directorate of Defense Trade Controls, (c) a listed person or entity on the Consolidated List of persons and entities subject to asset-freezing measures or other sanctions maintained by the European Union, and by the Member States of the European Union, (d) or a person or entity subject to asset-freezing measures or other sanctions maintained by the United Kingdom’s HM Treasury (collectively referred to herein as “Restricted Parties”).
(ii) Neither Referrer nor Referrer’s company’s members, subsidiaries and/or affiliates are 50% or more owned, individually or in the aggregate, directly or indirectly by one or more Restricted Parties or otherwise controlled by Restricted Parties.
(iii) Less than 10% of Referrer’s or Referrer’s company’s total annual revenues are, and will continue to be for the duration of the Referral Program, generated from activities involving, directly or indirectly, one or more of the Sanctioned Countries.
(iv) Neither Referrer nor any Referrer Parties will, at any time during Referrer’s participation in the Referral Program, engage in any activity under these Program ToS that violates applicable Trade Control Laws or causes Convene to be in violation of Trade Control Laws.

Referrer hereby represents and warrants that at all times Referrer has conducted and will conduct its operations ethically and in accordance with all laws, including but not limited to laws that prohibit commercial bribery and money laundering (the “Anti-Money Laundering Laws”), and that all funds which Referrer will use to comply with its payment obligations under these Program ToS, if any, will be derived from legal sources, pursuant to the provisions of Anti-Money Laundering Laws. Referrer will provide Convene with all information and documents that Convene from time to time may request in order to comply with all Anti-Money Laundering Laws.

Neither Referrer nor any Referrer Party, (i) has, directly or indirectly, offered, paid, given, promised, or authorized the payment of any money, gift or anything of value to: (A) any Government Official or any commercial party, (B) any person while knowing or having reason to know that all or a portion of such money, gift or thing of value will be offered, paid or given, directly or indirectly, to any Government Official or any commercial party, or (C) any employee or representative of Convene for the purpose of (1) influencing an act or decision of the Government Official or commercial party in his or her official capacity, (2) inducing the Government Official or commercial party to do or omit to do any act in violation of the lawful duty of such official, (3) securing an improper advantage or (4) securing the execution of this Agreement, (ii) will authorize or make any payments or gifts or any offers or promises of payments or gifts of any kind, directly or indirectly. For purposes of this section, “Government Official” means any officer, employee or person acting in an official capacity for any government agency or instrumentality, including state-owned or controlled companies, and public international organizations, as well as a political party or official thereof or candidate for political office.

Reservation of Rights; Ownership

Convene reserves the right in its sole discretion to make any determination under these Program ToS, including, without limitation, the determination of eligibility of a Referrer, Referral Submission, or Qualified Referral, and the amount and payment of any Fees. If Convene determines, in its sole discretion, that you have violated these Program ToS, you may not be eligible for the Fees, and Convene reserves the right to disqualify you from the Referral Program in addition to seeking any rights and remedies it may be entitled to in equity or at law. As between the parties, Convene owns all right, title, and interest in and to Convene’s products and services and all materials provided by Convene to Referrers hereunder and reserves all rights not expressly granted hereunder. Nothing in these Program ToS grants you or any other party any right, title, or license to use any of Convene’s trademark or other intellectual property rights except as expressly set forth herein.

Assignment

These Program ToS and the rights and obligations herein may not be assigned or transferred, in whole or in part, by Referrer without the prior written consent of Convene. Any assignment in violation of this provision is void and without effect. Convene may transfer these Program ToS to any third party without Referrer’s consent. In the case of any permitted assignment under these Program ToS, these Program ToS or the relevant provisions shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto.

Contracting Party

For the purposes of these Program ToS, “Convene” is Sentry Centers Holdings, LLC d/b/a Convene, or its designated affiliates. The relevant entity that you enter into this agreement with is known in these Program ToS as “we,” “our” or “us”.

Relationship of the Parties

The parties hereto shall each be independent contractors in the performance of their obligations under these Program ToS, and nothing contained herein shall be deemed to constitute either party as the agent or representative of the other party, or both parties as joint venturers or partners for any purpose. Nothing in these Program ToS shall be construed as limiting in any manner Convene’s marketing and distribution activities, or its appointment of agents or representatives of any kind.

Communications from Convene to Referrer

The Sales team shall be responsible for all final determinations regarding Referral Submissions, Qualified Referrals, Fees, and all other aspects of eligibility under these Program ToS. All binding communications relating to Referral Submissions, Qualified Referrals, Fees, or any other aspect of the Referral Program shall come from the Sales team. While you may receive unofficial contact from other Convene departments regarding the Referral Program (or other portion thereof), such communication shall be considered advisory only, may not be correct or current, and shall not be binding or effective under these Program ToS. Any questions or concerns regarding these Program ToS and the Referral Program should be addressed to the Sales team at ConveneReferrals@convene.com.

By accepting these Program ToS, you also consent to receive transactional and marketing related email communications from Convene in relation to your Qualified Referral as well as relevant promotions. You may unsubscribe from these email correspondences by selecting the “Unsubscribe” link and following the corresponding steps.

Miscellaneous

In no event shall you make any representation, guarantee or warranty concerning Convene, any Convene products or services, or any of the terms or conditions of any Convene membership agreement, except as expressly authorized in writing by us. Referrer will not make any public announcements relating to the Referral Program or the Program ToS without the prior written consent of Convene. Notices under these rules shall be sufficient only if in writing and sent by confirmed email to ConveneReferrals@convene.com with a copy to legal@convene.com, in the case of Convene, or the email address Convene has on file, in the case of Referrer. Headings and captions used in these rules are for convenience only and are not to be used in the interpretation of these Program ToS. If any provision of these Program ToS is held to be invalid, illegal or unenforceable in any respect, that provision shall be limited or eliminated to the minimum extent necessary so that these Program ToS otherwise remain in full force and effect and enforceable. These Program ToS constitute the entire agreement between the parties relating to the subject matter hereof and supersede all proposals, letters of intent, memoranda of understanding, or discussions, whether written or oral, relating to the subject matter of these Program ToS and all past dealing or industry custom. In the event of any conflict between these Program ToS and the terms of any other agreement between the parties, the terms of these Program ToS shall govern and control. No provision of right or privilege under these Program ToS shall be deemed waived unless such waiver is in writing and executed by both parties. No waiver by any party of any breach or default of any provision of these Program ToS by the other party shall be effective as to any other breach or default, whether of the same or any other provision and whether occurring prior to, concurrent with, or subsequent to the date of such waiver. These Program ToS may be modified by Convene at any time in its sole discretion.

DEFINED TERMS

Anti-Money Laundering Laws” shall have the meaning set forth in Section V.
Confidential Information” shall have the meaning set forth in Section V.
Convene” shall have the meaning set forth in Section V.
Convene Marks” shall have the meaning set forth in Section V.
Convene Parties” means Convene and its affiliates, and each entity’s directors, employees, officers, agents, and representatives.
Deductions” shall have the meaning set forth in Section III.
Fees” means compensation owed from Convene to a Referrer pursuant to the Referral Program, as further described in Section III.
JAMS” means the arbitration entity formerly known as Judicial Arbitration and Mediation Services, Inc.
OFAC” means the United States Office of Foreign Assets Control.
Potential Member” means an individual or entity that has been introduced to Convene by a Referrer by way of a Referral Submission but has not been confirmed as Qualified Referral, as more specifically described in Section II.
Program ToS” means the rules, terms and conditions of the Referral Program, as set forth in this document.
Qualified Referral” shall have the meaning set forth in Section I.
Referral Form” shall have the meaning set forth in Section II.
Referral Program” means the Convene Referral Program set forth in the Program ToS.
Referral Submission” means an introduction of Potential Member to Convene by a Referrer made pursuant to these Program ToS, as further described in Section II.
Referrer” or “you” shall have the meaning set forth in Section I.
Referrer Party(ies)” means Referrer and Referrer’s employer’s or company’s directors, officers, employees, agents, subcontractors, representatives or anyone acting on Referrer’s behalf.
Restricted Parties” shall have the meaning set forth in Section V.
Sanctioned Countries” shall have the meaning set forth in Section V.
Trade Control Laws” shall have the meaning set forth in Section V.
WorkSuite” means space held by Convene and licensed to a member pursuant to a WorkSuite Membership Agreement.