Meetings or Events Referral Program Terms & Conditions

Subject to the terms and conditions herein (collectively the “Referral Program”), Sentry Centers Holdings LLC d/b/a Convene, or its designated affiliates including ETC Venues NYC, LLC (collectively “Convene”) will compensate a referrer (“Referrer” or “you”) for each introduction to an individual or entity (a “Potential Event Partner”) made pursuant to the Referral Program that signs an Event Agreement (each a “Referral”) for an applicable Convene or etc.venues location (each, a “Convene Location”). Acceptance of this Referral Program is required for you to receive a cash payment (the “Fee”) for Qualified Referrals.

• QUALIFIED REFERRALS

  In order for a Referral to be considered a qualified Referral, all of the following conditions must be met (the “Qualified Referral”):

  The Potential Event Partner must:

  • Host an event (“Event”) at a Convene location by signing a contract with Convene (an “Event Agreement”) and pay all issued invoices as related to the Event Agreement. The Fee will only be paid after the Event is complete and all associated payments have been collected.
  • Not have previously transacted with Convene for an Event or otherwise been referred to Convene in the two (2) years prior to your initial Referral Submission;
  • Be contracting for a new Event and not a repeat program;
    • If the new Event is part of a series of planned events, only the first Event of the series will qualify for the Fee. 
  • Book an Event only at a Convene leased location (and not for a Convene managed property) located in the United States. Excluded managed properties are listed in Exhibit 1 “Excluded Convene Managed Properties” which may be updated from time to time without notice;
  • Not book a reception-only Event at locations that do not have a liquor license (i.e. only a reception, no daytime meeting component); and

  The Potential Event Partner must not be:

  • Represented by a third party, such as an agency, intermediary buyer, or any individual or entity who charges a fee for their sourcing and planning service
  • subsidiary, affiliate, or entity related to Referrer.

  The Referrer must:

  • Not be an employee of Convene or its affiliates; and
  • Provide a United States address for payment.

• PROCESS

  Referral Submission
  

  In order to qualify for the Fee, you must introduce a Potential Event Partner to Convene for the Referral Program by filling out the online referral submission form (“Referral Submission”) found at https://convene.com/convene-referral-program/convene-meetings-events-referral-program/ and entering all the information required under the “Refer” tab prior to your referral’s initial contact with Convene. You should then receive an automatic email confirming our receipt of your submission. If you do not receive this email, please reach out to referralprogram@convene.com.

  For any Qualified Referral, Convene will only pay Fees for the original Event Agreement’s value exclusive of admin fees, taxes, technology, or future upsells. If the Event’s contract value decreases from the original scope of the Event, the Fee is then based on the final invoice, subject to the above exclusions. Any Referrals for other locations, at the time of the Referral or subsequent Event Agreements, signed by the Qualified Referral are not eligible for Fees.

  By participating in the Referral Program, you hereby represent and warrant that you: (i) are not an employee of Convene and (ii) have obtained consent from the Potential Event Partner to send such party’s contact information to Convene as part of a Referral Submission, and you believe in good faith that the Potential Event Partner is interested in hosting an Event at a Convene location in the United States.

  If we receive more than one Referral Submission for a Potential Event Partner, we will honor the valid Referral Submission we receive earliest.

  Communications from Convene to a Potential Event Partner

  After you submit a valid Referral Submission through the website, Convene will contact the Potential Event Partner confirming our receipt of the Referral Submission.

  The Potential Event Partner will have the opportunity to inform us that (i) it is not looking to host an Event and/or (ii) it has not given authorization to you in connection with the introduction. If the Potential Event Partner informs us that it has not given authorization to you, you will not be eligible for the Fee even if such Potential Event Partner otherwise meets the requirements of a Qualified Referral.

  Communications from Convene to Referrer

  The Convene Sales team shall be responsible for all final determinations regarding Referral Submissions, Qualified Referrals, Fees, and all other aspects of eligibility under the Referral Program and all binding communications related thereto. 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 the Referral Program. Any questions or concerns regarding the Referral Program should be addressed to the Sales team at referralprogram@convene.com.

• FEES, BENEFITS, AND PAYMENT

  Fees and Benefits

  Subject to the Referral Program, each Qualified Referral shall be eligible for a Fee subject to (i) completion of the Referral Summary Page that will be sent to you by a member of the Convene Sales team, (ii) the Event, and (iii) all issued invoices have been paid in full. Convene will determine eligibility for Fees and other benefits hereunder in its sole discretion.

  Cash Incentive	Meetings & Events (Program Value)
  $500.00 USD	$10,000.00 - $29,999.00 USD
  $1,500.00 USD	$30,000.00 - $99,999.00 USD
  $5,000.00 USD	$100,000.00 - $249,999.00 USD
  $12,500.00 USD	$250,000.00+ USD

  Referrer will be entitled to the Fee based on the size of Event the Qualified Referral hosts pursuant to its Event Agreement, as set forth in the chart above, and the exclusions outlined throughout these Terms & Conditions.

  Payment Terms

  Fees will be paid in United States Dollars. Payment of Fees are processed through a third party processor thirty days after Convene receives the signed Referral Summary Page that will be sent to you by a member of the Convene Sales team and a completed Form W-9. The Referral Summary Page and Form W-9 will be sent after the Event has taken place and the final payment(s) for the Event have been collected.

  Fee amounts may be reduced for deductions, reductions in space and/or scope of the Event, and applicable taxes (collectively, the “Deductions”). VAT/GST requirements may depend both on the location of the Referrer as well as the location of the Qualified Referral. VAT determinations, if applicable, will be made at the time of processing of a sale.

  Payment Disputes

  All disputes regarding fees or any other payment amounts must be communicated in writing either by emailing referralprogram@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 payment confirmation email, 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 if there is a bona fide dispute, as determined in Convene’s sole discretion.

  Overpayments to Referrer

  If 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.

• 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 Event Partner;
    • Referring a person or entity that is specifically excluded from being a Qualified Referral under the Referral Program;
    • Participating in or having any involvement in criminal or fraudulent activities; or
    • Failing to comply with or breaching the terms of the Referral Program.

  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 addition to being disqualified from the Referral Program, Convene may seek all rights and remedies available in equity or at law.

• GENERAL TERMS AND CONDITIONS

  Warranty Disclaimer

  CONVENE MAKES NO WARRANTIES TO REFERRER OR ANY POTENTIAL EVENT PARTNER, 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 Convene, its landlords, affiliates, parents, and successors and each of its and their employees, assignees, officers, agents and directors, (collectively 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 by third parties arising out of (a) your participation in the Referral Program, (b) any breaches of your representations, warranties, or obligations hereunder, or (c)  your negligence or willful misconduct.

  Limitation of Liability

  CONVENE WILL NOT BE LIABLE OR OBLIGATED WITH RESPECT TO ANY SUBJECT MATTER OF ANY REFERRAL 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 PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

  Modification, Suspension, or Termination and Disqualification

  Convene reserves the right to amend, update, suspend or terminate the Referral Program at any time without prior notice, at its option, suspend or terminate the Referral Program, 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,

  • The 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 below;

  • except in the event of a disqualification for Referrer’s breach, Convene will pay applicable Fees for Event Agreements which were executed prior to termination or suspension of the Referral Program.

  Notwithstanding any suspension or termination of the Referral Program, 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) “Overpayments to Referrer”, (b) “Payment Terms” (to the extent any payment obligations remain outstanding), and (c) this Section V “General Terms and Conditions”. Any suspension or termination of the Referral Program shall be without prejudice to any other rights or remedies available under the Referral Program or equity or at law.

  Disputes

  Governing Law. Any dispute arising out of the Referral Program (including any non-contractual disputes) will be governed by and interpreted according to the laws of the State of New York, USA without regard to conflicts of law provisions or principles thereof.

  Arbitration Agreement. Any dispute, controversy or claim arising out of or in relation to the Referral Program, or at law, or the breach, termination or invalidity of the Referral Program, 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. 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. The Referral Program shall be interpreted and construed in the English language, which is the language of the official text of the Referral Program.

  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 the Referral Program 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 the Referral Program, “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 Event Partner 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 the Referral Program, 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, or agents or Potential Event Partners, who need to know such information in connection with the Referral Program, and Referrer shall inform each such representative, employee, agent, or Potential Event Partners 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 Event Partners. 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 these terms and conditions, 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 terms and conditions 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 Convene Privacy Notice located at: https://convene.com/privacy-policy/ and to the extent required by applicable law, you will inform the Potential Event Partner of such privacy policy.

  Reservation of Rights; Ownership

  Convene reserves the right in its sole discretion to make any determination under the Referral Program, 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 the Referral Program, 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 the Referral Program 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

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

  Exhibit 1

  Excluded Convene Managed Properties