Please read this agreement very
carefully. It describes the responsibilities and
obligations that come with membership to
OfficeFinder. By completing the application for
membership, you agree to the terms and conditions as
described herein.
Parties
The parties to this agreement are:
- Member - A business providing offices and related services
- OfficeFinder - The Referral Network
Members Responsibilities
As a member of OfficeFinder you agree to the following:
- Respond immediately to prospects requests for information received from the OfficeFinder Referral System.
- Respond in a timely manner to requests From
OfficeFinder to update the status of a referral and to update referrals that are still pending at least once a month on the OfficeFinder Leads Intranet.
- Inform OfficeFinder, by way of the OfficeFinder
Leads Intranet, of any leads we send you in which you
have previously received information from another source
within 5 business days of receipt. Leads not updated on
the OfficeFinder Leads Intranet as "Duplicate" will be
deemed accepted and subject to the terms and conditions
below.
- Inform OfficeFinder, by way of the OfficeFinder Leads Intranet, of closed transactions within one (1) week of execution of a Space Agreement.
- Agree to promptly pay referral fees as outlined below.
- Treat all information obtained in the Member's Virtual Office as private and confidential.
- Protect your member ID and password from unauthorized use.
- Not to copy or duplicate any of the OfficeFinder
content, code or graphics without prior written consent.
- Update your location(s) details on an as needed
basis.
Referral Fees
There is no cost for basic membership. Membership fees are due only in the event a lead, referral or information obtained through OfficeFinder results in a "Space Agreement" which shall including the rental, leasing, subleasing, assignment or purchase of space by an OfficeFinder Referral Customer is executed either directly or indirectly through Member
or Member affiliate. In the event a Space Agreement is made directly or indirectly by Member with an OfficeFinder Referral Customer, Member shall pay OfficeFinder a referral fee of ten (10%) percent
of the initial term, but not less than $50.00, of the
Space Agreement rental amount with respect to each Referral Customer, whether paid
to member all at once or in partial payments. During that time period, any additional
rental income that Member may receive from an OfficeFinder Referral Customer of any renewal, expansion, purchase or other types of options shall be included in the foregoing calculation of OfficeFinder's referral fee. In addition to the foregoing, any other
rental income that Member receives on behalf of such OfficeFinder Referral Customer for a period of twelve (12) months from the date of occupancy shall be subject to all the terms and conditions of this Agreement.
If, within six (6) months from the termination of this
agreement, Member enters into a Space Agreement or extension
of a Space Agreement with an OfficeFinder referral customer,
Member will pay to OfficeFinder referral fees as outlined in
this agreement as if said agreement were not terminated.
Payment based upon the full initial term will be made to OfficeFinder within thirty (30) days of the occupancy date, the balance of fees, if any, will be paid quarterly, thereafter.
Late payments will bear interest at the rate of one and a half percent (1½%) per month (or the highest rate permitted by law, if less).
Records and Accounting
Member shall include a copy of the terms sheet of the Space
Agreement to OfficeFinder with the payment of referral fees
which will include all payments to be made by OfficeFinder
Referral Customer to Member.
Member shall maintain complete and accurate records for all
transactions that are the subject of this Agreement for not
less than one (1) year after the last payment is due
OfficeFinder under this Agreement.
Member shall promptly reimburse and indemnify OfficeFinder for any fees and expenses, including but not limited to legal fees, court costs and travel expenses, incurred by OfficeFinder in the event it undertakes any action to collect referral fees due but unpaid by Member under this Agreement.
Use of The Information and Data OfficeFinder grants a limited,
nonexclusive, nontransferable right and license to use the
data, agreements and information available through this web
site (the "Database") only to its members.
Such license is granted for the sole purpose of
solicitation of tenants referred to you by OfficeFinder.
You may not copy, redistribute, broadcast, transfer, rent,
lease, sub-license, display, modify, or timeshare all or any
portion of the Database or any other content from the
OfficeFinder web site. You may not use the Database or
content from the OfficeFinder web site for any other
commercial purposes or make the Database available through
any other web site.
You may not modify or replicate the Database or
create derivative works based on the Database or other
content from the OfficeFinder website.
You shall take all
reasonable steps necessary to protect the Database and
content from unauthorized access, copying, or use.
Ownership of the Database
and the OfficeFinder web site shall be retained by
OfficeFinder.
The text and layout of the OfficeFinder web site are
protected by domestic and international copyright law.
OfficeFinder reserves all rights not expressly
licensed hereunder.
"OfficeFinder" is a registered trademark of OfficeFinder,
LLC.
OfficeFinder's trademarks may not be used for any purpose
without the prior written permission of OfficeFinder.
OfficeFinder
reserves the right to market all listed properties on
partner and affiliate websites that market office space to
potential office users. OfficeFinder is not
responsible for the content or availability of any third
party websites.
Member grants OfficeFinder the
right to use photos, data and descriptions of listed
properties found on Member's website, or otherwise provided
by Member, for marketing purposes.
Confidential Information
Member acknowledges that OfficeFinder will be disclosing
certain of its confidential and proprietary information to
Member. Confidential Information shall include all data,
materials, products, technology, computer programs,
specifications, manuals, business plans, software, marketing
plans, business plans, financial information, membership,
client or registrant lists or information and other
information disclosed or submitted, orally, in writing, or
by any other media to Member.
Member agrees that the Confidential Information is to be
considered confidential and proprietary to OfficeFinder and
agrees hold the same in confidence, shall not use the
Confidential Information other than for the purposes of its
business with OfficeFinder, and shall disclose it only to
its officers, directors, or employees with a specific need
to know. Member will not disclose, publish or otherwise
reveal any of the Confidential Information received from
OfficeFinder to any other party whatsoever except with the
specific prior written authorization of OfficeFinder.
Confidential Information furnished in tangible form shall
not be duplicated by Member. Upon the request of OfficeFinder,
Member shall return all Confidential Information received in
written or tangible form, including copies, or reproductions
or other media containing such Confidential Information,
within ten (10) days of such request. At OfficeFinder’s
option Member may destroy any documents or other media
developed by OfficeFinder containing Confidential
Information.
The obligation of Member herein shall be effective in
perpetuity from the Date Company last discloses any
Confidential Information to the other Party pursuant to this
Agreement. Further, the obligation not to disclose shall not
be affected by bankruptcy, receivership, assignment,
attachment or seizure procedures, whether initiated by or
against either Party, nor by the rejection of any agreement
between Parties, by a trustee of either Party in bankruptcy,
or by the Party as a debtor-in-possession or the equivalent
of any of the foregoing under local law.
Limitations of Liability and Disclaimer
While OfficeFinder and its members employ due care and
attention in obtaining and maintain the Database, as defined
above, you acknowledge that any collection and compilation
of data entails the likelihood of some human and machine
errors, omissions, delays, interruptions, and losses,
including inadvertent loss of data or damage to media, which
may give rise to loss or damage. You shall be solely
responsible for verifying all information presented through
the Database including all square footage and financial
calculations.
THE DATABASE AND ANY OTHER OFFICEFINDER CONTENT OR
SERVICES ARE PROVIDED "AS IS"; OFFICEFINDER MAKES NO
REPRESENTATION OR WARRANTY WITH RESPECT TO THEIR
ACCURACY,
COMPLETENESS, OR CURRENTNESS; AND OFFICEFINDER
SPECIFICALLY DISCLAIMS ANY OTHER WARRANTY, EXPRESS,
IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
OFFICEFINDER SHALL NOT BE LIABLE ON ACCOUNT OF ANY SUCH
ERRORS, OMISSIONS, DELAYS OR LOSSES UNLESS CAUSED BY ITS
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT WILL
OFFICEFINDER BE LIABLE FOR THE RESULTS OF YOUR USE OF
THE DATABASE, YOUR INABILITY OR FAILURE TO CONDUCT YOUR
BUSINESS, OR FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL
DAMAGES. IN ADDITION, IN NO EVENT WILL THE TOTAL
AGGREGATE LIABILITY OF OFFICEFINDER FOR ANY CLAIMS,
LOSSES, OR DAMAGES ARISING UNDER THIS AGREEMENT AND
SERVICES PERFORMED HEREUNDER, WHETHER IN CONTRACT OR IN
TORT, INCLUDING NEGLIGENCE, EXCEED THE TOTAL AMOUNT PAID
BY YOU, IF ANY, TO OFFICEFINDER DURING THE PRECEDING
TWELVE (12) MONTH PERIOD EVEN IF OFFICEFINDER HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL CLAIM, LOSS
OR DAMAGE. THE FOREGOING LIMITATION OF LIABILITY AND
EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF
THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.
Membership Termination
Membership in OfficeFinder, including access to the
Database, may be cancelled immediately by either party upon
written or electronic notice at their sole discretion. The
member's obligation to pay referral fees, as outlined above,
for any and all OfficeFinder referrals that result in
commissions or fees shall continue despite membership
termination.
Indemnification
Member shall indemnify, defend and hold harmless OfficeFinder and its officers, employees, partners, sponsors and affiliates, from and against any and all claims, damages, costs or other expenses (including legal fees) concerning any information posted by Member on the Site or any breach by Member of any of the terms and conditions of this Agreement.
Arbitration
In the event any dispute arises related to referral fees, such disputes shall be resolved by arbitration. The arbitration shall follow the guidelines of the American Arbitration Association.
Licensing
OfficeFinder is a real estate brokerage licensed to provide real estate services by the
State of Washington.
OfficeFinder has no responsibility and makes no representation or warranty concerning the right of a member to conduct real estate services. Each member is solely responsible for verifying that it has complied with all legal requirements.
Jurisdiction The laws of the state of Washington, without regard to its conflict of
laws provisions, shall govern this Membership Agreement and
any use by you of the Database and any other OfficeFinder
services. The
venue and jurisdiction for any dispute between you and
OfficeFinder shall be the state and federal courts of King County, Washington, USA.
In any suit, proceeding or action to enforce this
Agreement or otherwise related to this Agreement (including
related to any infringement of OfficeFinder intellectual
property rights to the Database, web site, or other
materials), the prevailing party shall be entitled to
recover from the other party reasonable attorneys' fees and
costs and expenses in connection with such suit, proceeding
or action. This
Membership Agreement may not be modified except by a writing
signed by an authorized representative of OfficeFinder. No
use of trade or other regular practice or method of dealing
shall be used to modify, interpret, supplement or alter in
any manner the terms of this Membership Agreement.
This Agreement is personal to you and may not be
transferred, assigned or delegated to anyone else without
OfficeFinder's prior written consent.
READ THE TERMS AND CONDITIONS OF THIS MEMBERSHIP AGREEMENT
CAREFULLY BEFORE CONTINUING PAST THIS PAGE. THE DATABASE
AVAILABLE THROUGH THIS WEB SITE IS COPYRIGHTED AND LICENSED.
IT IS NOT PART OF THE PUBLIC DOMAIN. BY CONTINUING PAST THIS
INTRODUCTORY PAGE, YOU ARE ACCEPTING AND AGREEING TO THE
TERMS OF THE MEMBERSHIP AGREEMENT. IF YOU ARE NOT WILLING TO
BE BOUND BY THE TERMS OF THE MEMBERSHIP AGREEMENT, DO NOT
CONTINUE BEYOND THIS INTRODUCTORY PAGE.
IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THE MEMBERSHIP AGREEMENT, DO NOT CONTINUE BEYOND THIS INTRODUCTORY PAGE.
Please print a copy of this
agreement and keep it for your records.
Revised 6/4/20128
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