OfficeFinder® Membership Agreement
Tenant Representative

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 Licensed real estate agent and/or broker
• OfficeFinder - The Referral Network

Minimum Qualifications

OfficeFinder is a specialized network of licensed real estate agents who are highly experienced in the area of tenant representation of office users. The basic requirements for membership are:

1. A valid Real Estate License.
2. A minimum of 2 years of tenant representation experience.
3. At least 20 office transactions in which the tenant was represented.
4. You are an expert in representing users of commercial real estate find and negotiate for their space.

Members Responsibilities

As a member of OfficeFinder you agree to the following:

1. Respond immediately to requests for information received via the OfficeFinder referral System.
2. Respond immediately to requests to update the status of an OfficeFinder referral.
3. Agree to promptly report and pay referral fees as outlined below for any commissions or fees earned as a result of referrals obtained through OfficeFinder.
4. Treat all information obtained in the Member's Virtual Office as private and confidential.
5. Protect your member ID and password from unauthorized use.
6. Not to copy or duplicate any of the OfficeFinder code, content or graphics without prior written or electronic consent.

Referral Fees

OfficeFinder is a referral network. There is no cost for the basic membership. Fees are due only in the event a lead, referral or information obtained through OfficeFinder results in commissions or fees generated through the network or its members. When an OfficeFinder generated transaction closes and a fee is paid to the member, a  referral fee of 20% of any gross commissions or fees will be paid to OfficeFinder within 30 days of receipt.

In the event more than one transaction is completed from a referral, referral fees shall be due for all closed transactions in which the member or member's affiliate received a fee as described above.

Records and Accounting

Member shall include a copy of the terms sheet, commission breakdown and any commission agreement with the payment of referral fees to OfficeFinder.

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 representing 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

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 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.

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.

Real Estate Licensing

OfficeFinder has no responsibility and makes no representation or warranty concerning the right of a member to conduct real estate services and collect a commission in a state where that member is not a real estate broker licensed in the State or a real estate salesperson supervised by such a broker. Each member is solely responsible for verifying that it has complied with all requirements of the Brokerage Statutes.

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.

Please print out a copy of this agreement and keep it for your records.

Updated 6/5/2018