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OfficeFinder Membership Agreement
Executive Suite & Coworking


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:
  1. Respond immediately to prospects requests for information received from the OfficeFinder Referral System.
  2. 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.
  3. 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.
  4. Inform OfficeFinder, by way of the OfficeFinder Leads Intranet, of closed transactions within one (1) week of execution of a Space Agreement.
  5. Agree to promptly pay referral fees as outlined below.
  6. Treat all information obtained in the Member's Virtual Office as private and confidential.
  7. Protect your member ID and password from unauthorized use.
  8. Not to copy or duplicate any of the OfficeFinder content, code or graphics without prior written consent.
  9. 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.

I agree to the above terms and conditions to membership in the OfficeFinder Network and would like to complete an application

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

Revised 6/4/20128