WorkPlace Referral Program Terms & Conditions

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

• QUALIFIED REFERRALSIn order for a Referral to qualify for the Fee (a “Qualified Referral”), the Potential Member must meet all of the following conditions:
  • Enter into a new WorkSuite Membership Agreement with Convene for a WorkSuite located in the United States for a minimum term of six (6) months no later than six (6) months from the date you submit the Referral Submission;
  • License WorkSuite at a Convene leased location (and not at 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;
  • Pay the initial deposit pursuant to the WorkSuite Membership Agreement;
  • Must not have previously transacted with Convene for a WorkSuite or otherwise been referred to Convene within two (2) years 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; or
    • a 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 SubmissionIn order to qualify for the Fee, you must introduce a Potential Member 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-workplace-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 first WorkSuite Membership Agreement provided that such location must be in the city indicated on the referral submission. WorkSuite Membership Agreements signed by a Potential Member for other locations at the time of the Referral or subsequent to execution of the first WorkSuite Membership Agreement for other locations 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 Member to send such party’s contact information to Convene as part of a Referral Submission, and you believe in good faith that the Potential Member is interested in contracting a WorkSuite in the Convene location in the United States in the city selected 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 received earliest.

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

  Communications from Convene’s to a Potential Member
  

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

  The Potential Member will have the opportunity to inform Convene 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 Convene that it has not given authorization to you, you will not be eligible for the Fee even if such Potential Member 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 Convene Sales Leadership 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 one-time Fee subject to the (i) execution of the Referral Summary Page that will be sent to you from a member of the Convene Sales team, (ii) the execution of the WorkSuite Membership Agreement by the Potential Member and Convene and (iii) receipt by Convene of the initial deposit pursuant to the terms of the WorkSuite Membership Agreement. Convene will determine eligibility for Fees and other benefits hereunder in its sole discretion.

  Suite Size	Fee
  Up to 20 Desks	$1,500.00
  21-50 Desks	$5,000.00
  51+ Desks	$12,500.00

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

  For purposes of calculating the Fee 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 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 WorkSuite Membership Agreement is signed and Convene has received the initial deposit.

  Fee amounts may be reduced for deductions, reductions in space, and applicable taxes (collectively, “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 in the event of 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 Member;
  • Referring a person or entity that is specifically excluded from being a Qualified Referral under the 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 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 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 TO 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,

  (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 below;

  (ii) 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.

  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) Overpayment to Referrer, (b) Payment Terms (to the extent any payment obligations remain outstanding), and (c) 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, U.S.A. and the United States of America or English law, depending on where you are domiciled, 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, 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. 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 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 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, who need to know such information in connection with the Referral Program, 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, or agents. 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 Convene 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 Convene 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 Member 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