US Employee Referral Program Terms & Conditions

WorkPlace 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 Convene employee 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 REFERRALS

  In 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:

  • Be an employee of Convene or its affiliates at the time of the Qualified Referral and when the Fee is paid (provided that members of the Sales team and employees above Senior Director level shall be excluded from the Referral Program); and
  • Provide a United States address for payment.

   

• PROCESS

  Referral Submission

  In 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/team-convene-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 an employee of Convene of Senior Director level or below, and are not part of the Convene Sales team; 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) 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 USD
  21-50 Desks	$5,000.00 USD
  51+ Desks	$12,500.00 USD

  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 to the United States-based employees. Payment of the Fee is processed through payroll and will be distributed in a separate bonus check the last week of the month following the quarter’s close in which Convene received the payment in full for the Event, contingent on Convene receiving the signed Referral Summary Page (e.g., April 30 for Q1) received from the Sales team.

  Fee amounts may be reduced for deductions, reductions in space, and all applicable taxes, including but not limited federal and state 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.
  • You are no longer an employee of Convene at the time the Referral Program Fee is due to be distributed.

  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, without regard to conflicts of law provisions or principles thereof.

  In order to gain the benefits of a speedy, impartial, and cost-effective dispute resolution procedure, and for good and valid consideration as covenanted below and in addition to any other consideration, and intending to be legally bound, Convene and I hereby agree that, except as otherwise provided herein, all disputes and claims for which a court otherwise would be authorized by law to grant relief, in any manner, that I may have, now or in the future, during or after my employment with Convene, of any and every kind or nature whatsoever with or against Convene, any of Convene’ affiliated or subsidiary companies, partners, joint ventures, owners of properties Convene manages, and/or any of his, her, its or their directors, officers, employees or agents, or any disputes and claims that Convene may have against me (collectively, “Claims”), shall be submitted to the American Arbitration Association (“AAA”) to be resolved and determined through final and binding arbitration before a single arbitrator in New York, New York and to be conducted in accordance with the National Rules for the Resolution of Employment Disputes of the AAA. The arbitrator shall apply New York substantive law, including any applicable statutes of limitation. Convene and I agree that the arbitrator will have the authority to grant motions dispositive of all or part of any Claim. Convene and I agree that any arbitration award rendered as the result of any arbitration under this Agreement shall be final and binding (subject only to limited review as required by law) and may be entered and enforced as a court judgment in any New York court of competent jurisdiction, and the parties hereby consent to the jurisdiction of the courts of the State of New York. Convene and I further agree that this Agreement, any arbitration under this Agreement and any arbitration award rendered in such arbitration shall be governed by the Federal Arbitration Act.

  Any reference in this Agreement to Convene also refers to all of Convene’ affiliated entities, benefit plans, the benefit plans’ sponsors, fiduciaries and administrators, and all successors and assigns of any of them.

  Convene and I each have the right to representation by counsel with respect to arbitration of any dispute pursuant to this Agreement. Except as prohibited by law, at the request of either Convene or me, the arbitration proceedings shall be conducted in confidence, and, in such a case, all documents, testimony, and records shall be received, heard, and maintained by the arbitrator in confidence, available for inspection only by me and Convene, our respective attorneys, and experts, who shall agree, in advance and in writing, to receive all such information confidentially and to maintain the secrecy of such information until it shall become generally known. Both parties shall be allowed adequate discovery as part of the arbitration process, including reasonable access to essential documents and witnesses as determined by agreement or the arbitrator.

  The arbitrator shall conduct a full hearing as to all issues and disputes not resolved by dispositive motion. At such hearing, the parties shall be entitled to present evidence and examine and cross-examine witnesses. The arbitrator shall issue a written decision revealing the essential findings and conclusions upon which any award is based. In addition, the arbitrator shall have authority to award equitable relief, damages, costs, and fees and impose a remedy available to a governing court accordingly. Convene and I may settle disputes at any time without the involvement or approval of the arbitrator.

  Convene and I hereby agree that the Claims subject to arbitration shall include but not be limited to any and all Claims that arise out of or are related to the Referral Program or any Fees related to it.

  By entering into this Referral Program, Convene and I each specifically acknowledge that I hereby knowingly and voluntarily waive any and all rights we may have to assert any Claims in any court of competent jurisdiction and to a determination and/or trial before a judge or a jury. Convene and I may not participate against each other in a class action or collective action in court or in a class-wide arbitration, either as a plaintiff, defendant, class representative or class member; I may not act as a private attorney general in court or in arbitration; Claims brought by or against me may not be joined or consolidated with Claims brought by or against any other person; and an arbitrator shall have no power or authority to conduct a class wide arbitration, private attorney general arbitration or multiple party arbitration. Notwithstanding the foregoing, to the extent applicable law prohibits the waiver of representative actions under the New York Private Attorney General Act, such claims are hereby excluded from arbitration under this Agreement.

  Each party’s promise to resolve Claims by arbitration in accordance with the provisions of this Referral Program is consideration for the other party’s like promise.

  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 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 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.

  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

Meetings & Events 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 Convene employee 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;
  • Book the Qualified Referral Event only at Convene locations in the United States;
  • 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 services;
  • An employee of Convene or its affiliates; and
  • a subsidiary, affiliate, or entity related to Referrer.

  The Referrer must:

  • Be an employee of Convene or its affiliates at the time of the Qualified Referral and when the Fee is paid (provided that members of the Sales team and employees above Senior Director level shall be excluded from the Referral Program); and
• 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/team-convene-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 a an employee of Convene of Senior Director level or below, and are not part of the Convene Sales team; 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/ Studio (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 to the United States-based employees. Payment of Fee is processed through payroll and will be distributed in a separate bonus check the last week of the month following the quarter’s close in which Convene received the payment in full for the Event, contingent on Convene having received the signed the Referral Summary Page (e.g., April 30 for Q1) received from the Sales team.

  If the Qualified Referral Event made by Referrer is held in the United Kingdom, the Fee will be paid in the accordance with the United Kingdom Fee chart converted into USD as calculated on the day that the Payment of the Fee is processed through payroll. For example, if a US employee refers an eligible UK program valued at £50,000.00 they would be paid a £1,250.00 referral bonus, converted into USD, per the then-current exchange rate at the time of payment. Alternatively, if a UK employee refers an eligible US program valued at $50,000.00 they would be paid a $1,500.00 referral bonus, converted into GBP, per the then-current exchange rate at the time of payment.

  Fee amounts may be reduced for deductions, reductions in space and/or scope of the Event, and all applicable taxes, including, but not limited to, federal and state 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; 
  • Failing to comply with or breaching the terms of the Referral Program; or
  • You are no longer an employee of Convene at the time the Referral Program fee is due to be distributed.

  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 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,

  • 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, without regard to conflicts of law provisions or principles thereof.

  In order to gain the benefits of a speedy, impartial, and cost-effective dispute resolution procedure, and for good and valid consideration as covenanted below and in addition to any other consideration, and intending to be legally bound, Convene and I hereby agree that, except as otherwise provided herein, all disputes and claims for which a court otherwise would be authorized by law to grant relief, in any manner, that I may have, now or in the future, during or after my employment with Convene, of any and every kind or nature whatsoever with or against Convene, any of Convene’ affiliated or subsidiary companies, partners, joint ventures, owners of properties Convene manages, and/or any of his, her, its or their directors, officers, employees or agents, or any disputes and claims that Convene may have against me (collectively, “Claims”), shall be submitted to the American Arbitration Association (“AAA”) to be resolved and determined through final and binding arbitration before a single arbitrator in New York, New York and to be conducted in accordance with the National Rules for the Resolution of Employment Disputes of the AAA. The arbitrator shall apply New York substantive law, including any applicable statutes of limitation. Convene and I agree that the arbitrator will have the authority to grant motions dispositive of all or part of any Claim. Convene and I agree that any arbitration award rendered as the result of any arbitration under this Agreement shall be final and binding (subject only to limited review as required by law) and may be entered and enforced as a court judgment in any New York court of competent jurisdiction, and the parties hereby consent to the jurisdiction of the courts of the State of New York. Convene and I further agree that this Agreement, any arbitration under this Agreement and any arbitration award rendered in such arbitration shall be governed by the Federal Arbitration Act.

  Any reference in this Agreement to Convene also refers to all of Convene’ affiliated entities, benefit plans, the benefit plans’ sponsors, fiduciaries and administrators, and all successors and assigns of any of them.

  Convene and I each have the right to representation by counsel with respect to arbitration of any dispute pursuant to this Agreement. Except as prohibited by law, at the request of either Convene or me, the arbitration proceedings shall be conducted in confidence, and, in such a case, all documents, testimony, and records shall be received, heard, and maintained by the arbitrator in confidence, available for inspection only by me and Convene, our respective attorneys, and experts, who shall agree, in advance and in writing, to receive all such information confidentially and to maintain the secrecy of such information until it shall become generally known. Both parties shall be allowed adequate discovery as part of the arbitration process, including reasonable access to essential documents and witnesses as determined by agreement or the arbitrator.

  The arbitrator shall conduct a full hearing as to all issues and disputes not resolved by dispositive motion. At such hearing, the parties shall be entitled to present evidence and examine and cross-examine witnesses. The arbitrator shall issue a written decision revealing the essential findings and conclusions upon which any award is based. In addition, the arbitrator shall have authority to award equitable relief, damages, costs, and fees and impose a remedy available to a governing court accordingly. Convene and I may settle disputes at any time without the involvement or approval of the arbitrator.

  Convene and I hereby agree that the Claims subject to arbitration shall include but not be limited to any and all Claims that arise out of or are related to the Referral Program or any Fees related to it.

  By entering into this Referral Program, Convene and I each specifically acknowledge that I hereby knowingly and voluntarily waive any and all rights we may have to assert any Claims in any court of competent jurisdiction and to a determination and/or trial before a judge or a jury. Convene and I may not participate against each other in a class action or collective action in court or in a class-wide arbitration, either as a plaintiff, defendant, class representative or class member; I may not act as a private attorney general in court or in arbitration; Claims brought by or against me may not be joined or consolidated with Claims brought by or against any other person; and an arbitrator shall have no power or authority to conduct a class wide arbitration, private attorney general arbitration or multiple party arbitration. Notwithstanding the foregoing, to the extent applicable law prohibits the waiver of representative actions under the New York Private Attorney General Act, such claims are hereby excluded from arbitration under this Agreement.

  Each party promises to resolve Claims by arbitration in accordance with the provisions of this Referral Program is consideration for the other party’s like promise.

  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 Partners 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, 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.

  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