DRIVE REFERRAL PROGRAM

TERMS OF SERVICE

Subject to the terms and conditions of these rules, Drive will compensate individuals or entities (other than brokers or Drive employees) for each qualified referral that leads to the execution of a Drive membership agreement.

  1. QUALIFIED REFERRAL

Subject to these terms and conditions, a qualified referral means any entity introduced by the referring party (“you”) to Drive that signs a membership agreement with a right of access to dedicated space (i.e. floater desk Memberships, Dedicated Desk Memberships and Private Office Memberships, not space rentals or day passes) in a Drive building. To be considered a qualified referral, these entities or the primary members of such entities: (a) must not be current or previous members of Drive; (b) must not have previously contacted Drive for a membership or attended a Drive event or otherwise been referred prior to your submission of the referral application form in the city specified on your complete Referral Submission (as defined below) in the sixty (60) days prior to your initial Referral Submission; (c) must sign a membership agreement with Drive no later than two (2) months from your submission of such form; and (d) must not be (i) a subsidiary of the entity providing the referral, (ii) an entity with the same parent entity as the entity providing the referral or (iii) an entity in which you are an employee, partner, or owner of a controlling interest. In the event we receive duplicate referral application forms with respect of the same entity, we will honor the form we receive earliest, unless (i) an exclusive agreement exists between the referred entity and a broker and (ii) (x) such broker submits a qualified referral pursuant to the Drive Referrals + Partnerships Program prior to the date such entity signs a Membership Agreement or (y) notifies Drive of such exclusive agreement prior to the date such entity signs a Membership Agreement and actively participates in the negotiation of such Membership Agreement.

  1. PROCESS

Referral Submission

To be eligible to receive the referral fee described in these rules, you must accept these terms and conditions. Leads must be submitted by registering a profile at districtnhv.com/referrals (the “Referral Website”), and entering all the information required (a “Referral Submission”).

You must complete a separate Referral Submission for each individual referral. You may only complete a single Referral Submission per potential member company that you would like to refer. A submission will not be considered complete unless it includes the following information: (a) referred entity’s primary contact first and last name; (b) referred entity’s name; (c) referred entity’s valid phone number; (d) referred entity’s valid email address; (e) such other information as may be required from time to time on the form found at the Referral Website. Incomplete submissions will result in your being ineligible from collecting the referral fee until a complete submission is received. The referred entity must have granted consent to you to fill out the Referral Submission and you must hold a good faith belief that the referred entity desires to become a member of the Drive community.

Communication with Referred Entity

Following a complete Referral Submission, we will contact the referred entity confirming our receipt of the submission. The referred entity will have the opportunity to inform us that (a) it is not looking for a Drive membership and/or (b) it has not given authorization to you in connection with the referral. If the referred entity informs us that it has not given authorization to you in connection with the referral, you will not be eligible for the referral fee even if such referred entity signs a membership agreement with a right of access to dedicated space. If the referred entity does not so inform us, you may continue to receive email communications regarding your referral. You will have the opportunity to edit your contact information and bank account information at any time as well as check the status of pending, completed and expired referrals.

Referral submissions that do not adhere to the procedures outlined above will not be recognized as valid by Drive or the Referrals + Partnerships Team and will not be processed for payment.

Vendor Vetting

Upon completion of your first qualified Referral Submission, you will be required to complete Drive’s standard Vendor Registration Form.

You will need to provide Drive with information about yourself, your business affiliation, your desired ACH payment information, and a completed W-9 form.

No referral fees will be eligible for payment until Drive’s standard Vendor Registration Form has been completed and returned to Drive. The Vendor Registration Form must only be completed once.

If you have not completed all of the aforementioned vetting requirements by the time you are due to be paid referral fees, Drive may withhold fees from you, and is not responsible for the payment of any referral fees until vendor registration is complete

Self-Billing Agreement

To the extent you are making a referral in the capacity of a business through selecting the “company” option upon sign up you agree to our Self-Billing procedures.

Drive will issue on a monthly basis a self-billed invoice for the referral services provided by you to Drive. The self-billing invoices Drive will issue will use the business name and address provided upon sign up. You agree to notify Drive if any of the business information provided upon sign up changes.

  1. REFERRAL FEE

Subject to these terms and conditions, Drive will pay the eligible referrer 5% of the membership fee agreed to in the initial membership agreement and paid in full by the qualified referral and received in full by Drive in each of the first twelve full calendar months of the term of such membership agreement.

Because Drive membership agreements may have a term as short as one month, Drive can provide no assurances regarding how long the term of any particular membership agreement may be. If the membership agreement is terminated before twelve months from its start date, you will only receive a referral fee for the duration of the term.

Limitations

Subsequent membership agreements signed by such referred entity at other locations are not eligible for referral fees, except as may be granted on a case-by-case basis by Drive in its sole discretion.

Expansions & Reductions

Increases in the membership fee due to taking on additional office space at Drive following the membership agreement commencement date will increase the referral fee to reflect 5% of the new monthly membership fee. Decreases in the membership fee due to reducing the number of desks will proportionally decrease the referral fee. Referral fees are paid for membership fees only, not any other fees paid by the member. Referral fees will also be adjusted to reflect the total membership fee less any discounts agreed to by the referred entity. In the event that such a reduction results in an overpayment of referral fees by Drive, at Drive’s option, the amount equal to the original prepaid referral fee for the period less the adjusted referral fee due to such reduction for the period will be either (i) credited against future prepayments of referral fees, if applicable or (ii) promptly returned to Drive.

Payment

If you do not supply us with a valid bank account, you will not be entitled to the referral fee.

Upon the successful completion and approval of Drive’s standard Vendor forms, Drive will process fees on behalf of the referring party and the payment of the initial referral fee will be made within sixty (60) days of the later of (x) meeting all of the foregoing requirements; (y) the membership agreement commencement date; and (z) the member’s payment and our receipt in full of the service retainer under the membership agreement.

Referral fees will be paid on a monthly basis, no later than one month following each full calendar month of fully paid occupancy by the referred member company. No referral fee will be paid for any amount of time following the one-year anniversary of the Start Date.

Communication

All communication regarding the amount of referral fees and the schedule of payments shall come from the Drive team. Any questions or concerns regarding these terms and the referral program should be addressed to the us at referrals@districtnhv.com.  While you may receive unofficial contact from other Drive departments regarding your referral, please be advised that any such communication shall be considered advisory only, any information provided to you by such other team may not be correct or valid, and no determinations, especially regarding validity of a referral, made by such other team may be considered binding. We shall be responsible for the final determinations regarding all referrals made pursuant to the Drive Referral Program.

  1. MISCELLANEOUS

“Drive” is, for the purposes of these terms and conditions, is Cowork at District LLC. The relevant entity that you enter into this agreement with is known in these terms and conditions as “we,” “our” or “us”. All such fees will be paid to you in the same currency paid by the referred member pursuant to the applicable membership agreement.

Drive reserves the right in its sole discretion to make any determination under these rules, including, without limitation, the determination of your eligibility, a qualified referral and the amount and payment of the referral fee. If Drive determines, in its sole discretion, that you have violated these terms, you will not be eligible for the referral fee and Drive reserves the right to disqualify you from the referral program. Nothing in these rules grants you or any other party any right, title or license to use any of Drive’s trademark or other intellectual property rights. By referring qualified referrals, you will not be deemed to be an employee of Drive. You will not act as an agent of Drive nor are you entitled to make any commitments on behalf of Drive. Drive reserves the right to amend these rules at any time without prior notice.

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 services providers and our affiliates for the foregoing purposes.

DISPUTES

These terms of service and any dispute arising out of these terms (including any non-contractual disputes) will be governed by and interpreted according to the laws of the State of Connecticut, without giving effect to its principles or rules of conflict of laws.

Any claim (excluding claims for injunctive or other equitable relief) shall be resolved via binding non-appearance-based arbitration initiated through the American Arbitration Association (“AAA”). The AAA Rules are available online at www.adr.org or by calling the AAA at 1-800- 778-7879. In any such arbitration, the parties and AAA must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, where the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; (c) the arbitrator may award injunctive or declaratory relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim; and (d) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Nothing in this agreement shall prevent either party from seeking remedies in small claims courts of competent jurisdiction, or from seeking injunctive relief in any court of competent jurisdiction.

Class Action Waiver. Any proceedings to resolve or litigate any dispute subject to arbitration under the foregoing will be conducted solely on an individual basis. Neither you nor we will seek to have any such dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings.

Questions? Reach out to us at referrals@districtnhv.com.

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