WeWork | Referrals Terms & Conditions

Subject to the terms and conditions provided herein (the “Program ToS”), WeWork will compensate eligible referrers and for each qualified referral that leads to the execution or acceptance of a WeWork membership agreement. More details about the WeWork Referral Program (“Referral Program”) are set forth below. Acceptance of the Program ToS is required in order for you to be eligible to receive referral fees (“Fees”) for Qualified Referrals. For ease of reference, defined terms are set out at the end of these Program ToS.

I. ELIGIBLE REFERRERS

Persons or entities that are not brokers or current WeWork employees, may submit referrals under this Referral Program. WeWork reserves the right to request to vet and approve such persons or entities for participation in this Referral Program in WeWork’s sole and absolute discretion. If WeWork makes such a request, the person or entity shall not be eligible to participate in this Referral Program or receive Fees unless and until it is approved by WeWork. A person that submits a referral pursuant to these Program TOS and, if applicable, is approved by WeWork shall be deemed a "Referrer" (also, "you"), and shall be eligible for the Fees and other benefits under this Referral Program.

II. QUALIFIED REFERRALS

Subject to these Program ToS, Referrers may receive a Fee for introducing a Qualified Referral to WeWork. A “Qualified Referral" is any individual or entity introduced by a Referrer to WeWork by way of a Referral Submission that enters into a WeWork membership agreement for Dedicated Space. Additionally, to be considered a Qualified Referral, the individuals, entities or the primary members of such entities:

Must sign a membership agreement for Dedicated Space with WeWork no later than ninety (90) days from the date you submit the Referral Submission;

Must not be current or previous members of WeWork;

Must not have previously contacted WeWork for a membership, attended a WeWork event, or otherwise been referred to WeWork in the ninety (90) days prior to your initial Referral Submission; and

Must not be:

III. PROCESS

Referral Submission

You may introduce a potential member or member company (a “Potential Member”) to WeWork for the Referral Program by submitting their information at wework.co.in/referral prior to your referral’s initial contact with WeWork.

You must complete a separate Referral Submission for each Potential Member. You may only complete a single Referral Submission per Potential Member that you would like to refer. A Referral Submission will not be considered complete unless it includes the following information:

Referred individual or entity’s primary contact first and last name;

Referred individual or entity’s name (if applicable);

Referred individual or entity’s valid phone number;

Referred individual or entity’s valid email address;

Referred individual or entity’s WeWork city of interest;

WeWork location of interest; and

Such other information as may be required from time to time on the form found at the Referral Website.

For any Qualified Referral, WeWork will pay Fees for the membership agreement signed at the initial WeWork location at which such Qualified Referral takes space only, and such location must be in the city indicated on the Referral Submission. Subsequent membership agreements signed by such Qualified Referral at other locations are not eligible for Fees, except as may be granted on a case-by-case basis by WeWork in its sole discretion.

Referral Submissions that are incomplete or that do not adhere to the procedures outlined in these Program ToS will not be considered valid Referral Submissions and will not earn Fees hereunder or be processed for payment. Please note that all Referral Submissions are conditionally accepted and not fully confirmed until approved by a member of the WeWork Growth Partnerships team.

By participating in the Referral Program, you hereby represent and warrant that you have obtained consent from the Potential Member to send such entity’s contact information to WeWork as part of a Referral Submission, and you believe in good faith that the Potential Member is interested in becoming a member of the WeWork community in the location named in your Referral Submission.

In the event we receive more than one Referral Submission for a Potential Member, we will honor the submission we receive earliest, unless an exclusive agreement exists between the Potential Member and a broker, and such broker (i) submits a qualified referral pursuant to the WeWork Broker Partnerships Program prior to the date the Potential Member signs a membership agreement, or (ii) notifies WeWork of such exclusive agreement prior to the date the Potential Member signs a membership agreement and actively represents the Potential Member in connection with entering into a membership agreement with WeWork.

Notwithstanding the above, WeWork shall retain at all times the right in its sole discretion to decide whether or not to pursue any Potential Member introduced by a Referrer.

We will process all information provided to us through the Referral Program in accordance with our Global Privacy Policy located at: www.wework.com/policies/privacy, and to the extent required by applicable law, you will inform the Potential Member of such privacy policy.

WeWork’s Contact with a Potential Member

After you submit a complete Referral Submission, WeWork will contact the Potential Member confirming our receipt of the Referral Submission, unless you deselect the “I give WeWork permission to contact this referral” option in the Referral Website, in which case you will be expected to handle communications between WeWork and the Potential Member (unless the Potential Member contacts WeWork directly).

The Potential Member will have the opportunity to inform us that (i) it is not looking for a WeWork membership and/or (ii) it has not given authorization to you in connection with the introduction. If the Potential Member informs us that it has not given authorization to you, you will not be eligible for the Fee even if such Potential Member otherwise becomes a Qualified Referral, and you may be subject to further action as set forth in these Program ToS.

IV. FEES, BENEFITS, AND PAYMENT

Fees and BenefitsSubject to these Program ToS, each Qualified Referral shall be eligible for the benefits set forth below. WeWork will determine eligibility for Referrer Fees and other benefits hereunder in its sole discretion.

Subject to these terms and conditions, WeWork will pay the Referrer ten percent (10%) of the membership fees agreed to and paid by the Qualified Referral during the first twelve (12) full calendar months of the membership agreement term.

Because WeWork membership agreements may have a term as short as one month, WeWork can provide no assurances regarding how long the term of any particular membership agreement may be. If the membership agreement is terminated before twelve (12) months from its start date, you will only receive the Fee for the duration of the membership agreement term. Under no circumstances will Fees be paid after termination of the referred individual or entity’s WeWork membership agreement.

In the event the referred individual or entity moves into a WeWork location during the middle of the month, the Fee shall be based on the pro-rated monthly net membership fee in month 1, then in accordance with the Fee structure described above. Note: a prorated month counts as the first payable transaction. For example, if a member moved into WeWork on January 15th, 2019, January 2019 will count as the first payable month and monthly payments will continue through December 2019.

If a Qualified Referral moves from the WeWork location at which it initially took space to a different WeWork location in the same city as the initial location within 12 months of the initial membership agreement start date (the “Start Date”) and there is no change to the Qualified Referral’s membership fee, then there will be no change to the referral fee, and WeWork will continue to pay the Referrer a fee equal to 10% of that Qualified Referral’s membership fee through month twelve (12) of the initial membership agreement.

If the Qualified Referral moves from the WeWork location at which it initially took space to a different WeWork location in the same city as the initial location within 12 months of the Start Date and the Qualified Referral’s membership fee is less than that of the initial membership agreement, WeWork will pay the Referrer a fee equal to 10% of the Qualified Referral’s new, reduced membership fee through month twelve (12) of the initial membership agreement.

If the Qualified Referral moves from the WeWork location at which it initially took space to a different WeWork location in the same city as the initial location within 12 months of the Start Date and the Qualified Referral’s membership fee is greater than that of the initial membership agreement, then there will be no change to the referral fee, and WeWork will continue to pay the Referrer a fee equal to 10% of the Qualified Referral’s original membership fee through month twelve (12) of the initial membership agreement.

For the avoidance of doubt, the “Start Date” shall always refer to the effective date of the initial membership agreement signed by the Qualified Referral at the initial location at which it took space and does not reflect the date of any Qualified Referral’s move. By way of example, if Entity A initially takes space at WeWork Times Square on January 1, 2019 and moves to WeWork Bryant Park on March 1, 2019, the “Start Date” shall refer to January 1, 2019 and WeWork’s obligation to pay referral fees shall terminate on December 31, 2019.

Expansions & Reductions

Increases in the membership fee due to taking on additional office space in the same WeWork location following the membership agreement commencement date will increase the Fee to reflect ten percent (10%) of the new monthly membership fee. Decreases in the membership fee due to reducing the number of desks will proportionally decrease the Fee. Fees are paid for membership fees only, not any other amounts or fees paid by the Qualified Referral. Fees will also be adjusted to reflect the total membership fee less any discounts agreed to by the Qualified Referral. In the event that such a reduction results in an overpayment of Fee by WeWork, at WeWork’s option, the amount equal to the original prepaid Fee for the period less the adjusted Fee due to such reduction for the period will be either (i) credited against future prepayments of Fees, if applicable or (ii) promptly returned to WeWork, in WeWork’s sole discretion.

Payment Terms

Member Referral Fees shall only be due to be paid once all Outstanding dues are paid by the Qualified Referral

Fees will be paid in the same currency paid by the Qualified Referral pursuant to the applicable membership agreement. Fee amounts may be reduced for deductions, reductions in space, and taxes (collectively, “Deductions”). WeWork reserves the right to choose the mode of payment. VAT/GST requirements may depend both on the location of the Referrer as well as the location of the Qualified Referral. VAT determinations will be made at the time of processing.

To be eligible for Fees, a Member-Referrer must provide us with valid bank account information. Failure to provide bank information and to keep such information up- to-date may result in the delay or forfeiture of Fees for which WeWork will not be responsible. Except as otherwise set forth herein, provided WeWork has received the Member-Referrer’s accurate and complete bank account information, and subject to these Program ToS, WeWork shall pay the applicable Fees due on the later of ninety (90) days from (i) receipt of the Member- Referrer’s bank information, or (ii) the Qualified Referral’s move-in date.

You represent and warrant that all information you provide to us, including, without limitation, your contact and bank account information, is complete, accurate, and up-to-date and accurate. You will have the opportunity to edit your contact and bank account information at any time, by contacting referrals@wework.com.

Cross-Border Transactions

A “Cross-Border Transaction” is a payment that involves individuals, corporations, settlement institutions, central banks or a combination thereof, in at least two different countries. In the event of a Cross-Border Transaction, the Referrer will incur all transactional and tax withholdings and any other taxes associated with each transaction pursuant to the tax authority requirements of the transmitting country. In addition, these payments will be paid net-120 days from the date of the Qualified Referral’s move in.

Payment Disputes

All disputes regarding Fees or any other payment amounts must be communicated in writing either by emailing referrals@wework.com or responding to the relevant payment confirmation email from WeWork. You must communicate a dispute within five (5) business days of receipt of the fee, and failure to do so shall act as a waiver of any disputes related to the amounts described therein. WeWork reserves the right to withhold payment in the event of a bona fide dispute, as determined in WeWork's sole discretion.

Overpayments to Referrer

In the event that 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 WeWork such overpaid amounts, as determined by WeWork. If you fail to promptly return such overpaid amounts, WeWork may offset any such amounts from future payments to you, and you may be suspended or disqualified from the Referral Program, in WeWork’s sole discretion. The foregoing shall be in addition to all rights and remedies WeWork may seek in equity or at law.

V. 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 these Program ToS;

Participating in or having any involvement in criminal or fraudulent activities; or

Failing to comply with or breaching these Program ToS.

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 WeWork specifically revokes such disqualification in its sole discretion. All disqualifications are determined in WeWork’s sole discretion. In additional to being disqualified from the Referral Program, WeWork may seek all rights and remedies available in equity or at law.

VI. GENERAL TERMS AND CONDITIONS

Warranty Disclaimer

WEWORK 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 the WeWork 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 WeWork Parties arising out of (a) your participation in the Referral Program, (b) any breaches of your representations, warranties, or obligations hereunder, or (c) the negligence or willful misconduct of you or your employees, representatives or agents. WeWork will notify Referrer of any claims as soon as reasonably practicable.

Limitation of Liability

WEWORK WILL NOT BE LIABLE OR OBLIGATED WITH RESPECT TO ANY SUBJECT MATTER OF THESE PROGRAM TOS 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.WEWORK’S LIABILITY SHALL NOT EXCEED THE FEES PAYABLE BY WEWORK TO REFERRER FOR AN APPLICABLE REFERRAL DURING THE 6 MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.

Modification, Suspension, or Termination and Disqualification

WeWork reserves the right to amend or update the Referral Program and these Program ToS at any time without prior notice. Upon thirty (30) days’ written notice, or immediately upon notice in the case of an emergency, WeWork may, at its option, suspend or terminate the Referral Program and these Program ToS, whether worldwide or in any locations or geographic areas, as determined in WeWork’s sole discretion.

Upon any suspension or termination of the Referral Program, or the disqualification of a Referral pursuant to these Program ToS, (i) Referrer shall immediately cease all promotion of WeWork and WeWork’s products and services, and shall immediately return to WeWork, or at WeWork’s option, destroy, all materials provided by WeWork hereunder, including any Confidential Information, as defined herein; (ii) WeWork may market, sell or provide products or services to any third party, without obligation to pay Referrer any Fees; and (iii) except in the event of a disqualification for Referrer’s breach, WeWork will pay applicable Fees for membership agreements which were executed prior to termination or suspension of the Referral Program, in accordance with these Program ToS. Notwithstanding any suspension or termination of the Referral Program or these Program ToS, 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: Overpayment to Referrer, Payment Terms (to the extent any payment obligations remain outstanding), and all General Terms. Any suspension or termination of the Referral Program or these Program ToS shall be without prejudice to any other rights or remedies available under these Program ToS, in equity or at law.

Disputes

Governing Law. If, as part of the applicable Referral Submission, the Qualified Referral’s Dedicated Space is India Based, as defined herein, these Program ToS and any dispute arising out of these Program ToS (including any non-contractual disputes) will be governed by and interpreted according to the laws of India without regard to conflicts of law provisions or principles thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods.

Arbitration Agreement. If, as part of the applicable Referral Submission, the Qualified Referral’s Dedicated Space is India Based, except that either party may seek equitable or similar relief from any court of competent jurisdiction, any dispute, controversy or claim arising out of or in relation to these Program ToS , or at law, or the breach, termination or invalidity of these Program ToS, that cannot be settled amicably by agreement of the parties, shall be subject to resolution of disputes by arbitration, courts at the place where the Main Premises is located will have exclusive supervisory jurisdiction over matters arising out of this Agreement, especially for granting interim relief and enforcing arbitral awards. This arbitration agreement will survive the termination of your relationship with WeWork.

The proceedings shall be confidential and in English. The award rendered shall be final and binding on both parties. Judgment on the award may be entered in any court of competent jurisdiction. In any action, suit or proceeding to enforce rights under this section, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator(s) or court, as applicable. These Program ToS shall be interpreted and construed in the English language, which is the language of the official text of these Program ToS.

In any circumstances where the foregoing arbitration agreement permits either you or WeWork to litigate any dispute arising out of or relating to the subject matter of these Program ToS in court, then the foregoing arbitration agreement will not apply to either party, and both you and WeWork agree that any judicial proceeding (other than small claims actions or actions for injunctive relief) will be brought in the courts of India.

Confidentiality

For purposes of these Program ToS, “Confidential Information” shall mean all commercial, marketing, technical, operational, financial, staff, management, and other non-public information, data, and know-how regarding WeWork or any of its affiliates, and any documents, notes, memoranda or other information prepared by or on behalf of WeWork 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 WeWork 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 WeWork’s request, (iv) is independently developed by Referrer, or (v) is disclosed by Referrer with WeWork’s prior written consent. Confidential Information specifically includes all information related to a Potential Member’s or Qualified Referral’s agreement(s) with WeWork, including but not limited to, the actual or proposed pricing and other terms thereof.

Referrer shall use the Confidential Information only in connection with these Program ToS, unless otherwise authorized, instructed or agreed in writing by WeWork. Referrer shall use best efforts to disclose Confidential Information only to Referrer’s representatives, employees, agents, or Potential Members who need to know such information in connection with these Program ToS, 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, agents, or Potential Members. 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 WeWork 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 WeWork’s disclosure of certain Confidential Information to you.

WeWork Trademark and Materials

Referrer shall not distribute any materials about WeWork or its products or services unless and until such materials have been approved in writing by WeWork, and once approved, may only be used in the form and manner approved by WeWork. Subject to the Program ToS, WeWork hereby grants Referrer a revocable, non-exclusive, non-transferable, royalty-free license during your participation in the Referral Program to use WeWork’s logos or trademarks (“WeWork Marks”) solely (a) for the purpose of promoting, advertising, and marketing WeWork’s products and services in accordance with these Program ToS and (b) in the forms authorized by WeWork and in compliance with WeWork’s trademark guidelines as provided by WeWork and as may be updated by WeWork from time to time. All uses of WeWork’s trademarks and logos shall be subject to WeWork’s prior written approval in each instance.

Referrer may not use the WeWork Marks in any way that disparages or tarnishes WeWork or its business. WeWork may inspect any materials or content that contain any WeWork Marks, and upon the request of WeWork, Referrer shall immediately remove all such materials that are unacceptable to WeWork (in WeWork’s sole discretion) or modify all such materials to become acceptable to WeWork. Nothing contained in these rules shall be construed to vest in Referrer any right, title, or interest in or to the WeWork Marks or in the goodwill now or hereafter associated therewith, and all goodwill generated from Referrer’s use of the WeWork Marks shall inure to the sole and exclusive benefit of WeWork. 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:

If either you or your Qualified Referral is Non-India Based, 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. We may transfer, and you consent to such transfer, of your personal data to members of our group based in the United States.

Sanctions, Anti-Money Laundering and Anti-Corruption

Referrer hereby represents and warrants that:

(a) During the term of these Program ToS, Referrer and Referrer’s company’s directors, officers, employees, agents, subcontractors, representatives or anyone acting on Referrer’s behalf (each a “Referrer Party”, together “Referrer Parties”) will comply with all applicable U.S. and non-U.S. economic sanctions and export control laws and regulations, including but not limited to the economic sanctions regulations implemented under statutory authority and/or Executive Orders and administered by the U.S. Treasury Department's Office of Foreign Assets Control (“OFAC”) (31 C.F.R. Part 500 et seq.), the U.S. Commerce Department’s Export Administration Regulations (15 C.F.R. Part 730 et seq.), the economic sanctions rules and regulations of the European Council, United Kingdom, and EU Member States, and EU's Dual-use Regulation 428/2009 (collectively, “Trade Control Laws”).

(b) Neither Referrer, nor Referrer’s company’s subsidiaries, affiliates, directors or officers is (a) a citizen or resident of, an entity organized under the laws of, or otherwise located in, a country subject to comprehensive territorial sanctions maintained by OFAC (hereinafter referred to as “Sanctioned Countries”), (b) identified on U.S. Government restricted party lists including the Specially Designated Nationals List and Foreign Sanctions Evaders List administered by OFAC; the Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department Bureau of Industry and Security; or the List of Statutorily Debarred Parties maintained by the U.S. State Department Directorate of Defense Trade Controls, (c) a listed person or entity on the Consolidated List of persons and entities subject to asset-freezing measures or other sanctions maintained by the European Union, and by the Member States of the European Union, (d) or a person or entity subject to asset-freezing measures or other sanctions maintained by the United Kingdom's HM Treasury (collectively referred to herein as "Restricted Parties").

(c) Neither Referrer nor Referrer’s company’s members, subsidiaries and/or affiliates are 50% or more owned, individually or in the aggregate, directly or indirectly by one or more Restricted Parties or otherwise controlled by Restricted Parties.

(d) Less than 10% of Referrer’s or Referrer’s company’s total annual revenues are, and will continue to be for the duration of the Referral Program, generated from activities involving, directly or indirectly, one or more of the Sanctioned Countries.

(e) Neither Referrer nor any Referrer Parties will, at any time during Referrer’s participation in the Referral Program, engage in any activity under these Program ToS that violates applicable Trade Control Laws or causes WeWork to be in violation of Trade Control Laws.

Referrer hereby represents and warrants that at all times Referrer has conducted and will conduct its operations ethically and in accordance with all laws, including but not limited to laws that prohibit commercial bribery and money laundering (the “Anti-Money Laundering Laws”), and that all funds which Referrer will use to comply with its payment obligations under these Program ToS, if any, will be derived from legal sources, pursuant to the provisions of Anti-Money Laundering Laws. Referrer will provide WeWork with all information and documents that WeWork from time to time may request in order to comply with all Anti-Money Laundering Laws.

Neither Referrer nor any Referrer Party, (i) has, directly or indirectly, offered, paid, given, promised, or authorized the payment of any money, gift or anything of value to: (A) any Government Official or any commercial party, (B) any person while knowing or having reason to know that all or a portion of such money, gift or thing of value will be offered, paid or given, directly or indirectly, to any Government Official or any commercial party, or (C) any employee or representative of WeWork for the purpose of (1) influencing an act or decision of the Government Official or commercial party in his or her official capacity, (2) inducing the Government Official or commercial party to do or omit to do any act in violation of the lawful duty of such official, (3) securing an improper advantage or (4) securing the execution of this Agreement, (ii) will authorize or make any payments or gifts or any offers or promises of payments or gifts of any kind, directly or indirectly. For purposes of this section, “Government Official” means any officer, employee or person acting in an official capacity for any government agency or instrumentality, including state-owned or controlled companies, and public international organizations, as well as a political party or official thereof or candidate for political office.

Reservation of Rights; Ownership

WeWork reserves the right in its sole discretion to make any determination under these Program ToS, including, without limitation, the determination of eligibility of a Referrer, Referral Submission, or Qualified Referral, and the amount and payment of any Fees. If WeWork determines, in its sole discretion, that you have violated these Program ToS, you may not be eligible for the Fees, and WeWork 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, WeWork owns all right, title, and interest in and to WeWork’s products and services and all materials provided by WeWork to Referrers hereunder and reserves all rights not expressly granted hereunder. Nothing in these Program ToS grants you or any other party any right, title, or license to use any of WeWork’s trademark or other intellectual property rights except as expressly set forth herein.

Assignment

These Program ToS and the rights and obligations herein may not be assigned or transferred, in whole or in part, by Referrer without the prior written consent of WeWork. Any assignment in violation of this provision is void and without effect. WeWork may transfer these Program ToS to any third party without Referrer’s consent. In the case of any permitted assignment under theseProgram ToS, these Program ToS or the relevant provisions shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto.

Contracting Party

Who “WeWork” is for the purposes of these Program ToS will depend on where a Qualified Referral’s Dedicated Space is located: (i) if the Dedicated Space is in the United States (“US Based”) we are WeWork Management LLC, and (ii) (x) if the Dedicated Space is outside of the United States, but not in India, we are WeWork International Limited, or (y) if the Dedicated Space is in India, we are WeWork India Management Pvt Ltd. (both (x) and (y), “Non-US Based”). The relevant entity that you enter into this agreement with is known in these Program ToS as “we,” “our” or “us”.

Relationship of the Parties

The parties hereto shall each be independent contractors in the performance of their obligations under these Program ToS, and nothing contained herein shall be deemed to constitute either party as the agent or representative of the other party, or both parties as joint venturers or partners for any purpose. Nothing in these Program ToS shall be construed as limiting in any manner WeWork’s marketing and distribution activities, or its appointment of agents or representatives of any kind.

Communications from WeWork to Referrer

The WeWork Growth Partnerships team shall be responsible for all final determinations regarding Referral Submissions, Qualified Referrals, Fees, and all other aspects of eligibility under these Program ToS. All binding communications relating to Referral Submissions, Qualified Referrals, Fees, or any other aspect of the Referral Program shall come from the WeWork Growth Partnerships team. While you may receive unofficial contact from other WeWork 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 these Program ToS. Any questions or concerns regarding these Program ToS and the Referral Program should be addressed to the WeWork Growth Partnerships team at referrals@wework.com.

By accepting these Program ToS, you also consent to receive transactional and marketing related email communications from WeWork in relation to your Qualified Referral as well as relevant promotions. You may unsubscribe from these email correspondences by selecting the “Unsubscribe” link and following the corresponding steps.

Miscellaneous

In no event shall you make any representation, guarantee or warranty concerning WeWork, any WeWork products or services, or any of the terms or conditions of any WeWork membership agreement, except as expressly authorized in writing by us. Referrer will not make any public announcements relating to the Referral Program or the Program ToS without the prior written consent of WeWork. Notices under these rules shall be sufficient only if in writing and sent by confirmed email to referrals@wework.com, in the case of WeWork, or the email address WeWork has on file, in the case of Referrer. Headings and captions used in these rules are for convenience only and are not to be used in the interpretation of these Program ToS. If any provision of these Program ToS is held to be invalid, illegal or unenforceable in any respect, that provision shall be limited or eliminated to the minimum extent necessary so that these Program ToS otherwise remain in full force and effect and enforceable. These Program ToS constitute the entire agreement between the parties relating to the subject matter hereof and supersede all proposals, letters of intent, memoranda of understanding, or discussions, whether written or oral, relating to the subject matter of these Program ToS and all past dealing or industry custom. In the event of any conflict between these Program ToS and the terms of any other agreement between the parties, the terms of these Program ToS shall govern and control. No provision of right or privilege under these Program ToS shall be deemed waived unless such waiver is in writing and executed by both parties. No waiver by any party of any breach or default of any provision of these Program ToS by the other party shall be effective as to any other breach or default, whether of the same or any other provision and whether occurring prior to, concurrent with, or subsequent to the date of such waiver. These Program ToS may only be modified by an instrument in writing executed by WeWork.

Questions? Reach out to Growth Partnerships at referrals@wework.com.

DEFINED TERMS

“Anti-Money Laundering Laws” shall have the meaning set forth in Section VI.

“Confidential Information” shall have the meaning set forth in Section VI.

“Cross-Border Transaction” shall have the meaning set forth in Section IV.

“Dedicated Space” means space held by WeWork and licensed to a member, which space is an assigned desk(s), office suite, private office, or space provided under the HQ by WeWork, Global Access Memberships, or Lab Memberships product lines. Dedicated Space does NOT include: We Memberships, Hot Desk memberships, or Made by We memberships.

“Deductions” shall have the meaning set forth in Section IV.

“Employee-Referrer” means a Referrer that is a WeWork employee.

“Fees” means compensation owed from WeWork to a Referrer pursuant to the Referral Program, as further described in Section IV.

“Member-Referrer” means a Referrer that is a WeWork member.

“Non-US Based” means located or primarily based outside the United States.

“OFAC” means the United States Office of Foreign Assets Control.

“Potential Member” means an individual or entity that has been introduced to WeWork by a Referrer by way of a Referral Submission but has not been confirmed as Qualified Referral, as more specifically described in Section II.

“Program ToS” means the rules, terms and conditions of the Referral Program, as set forth in this document.

“Qualified Referral” shall have the meaning set forth in Section II.

“Referral Program” means the WeWork Referral Program.

“Referral Submission” means an introduction of Potential Member to WeWork by a Referrer made pursuant to these Rules, as further described in Section III.

“Referral Website” means wework.co.in/india/referral

“Referrer” or “you” shall have the meaning set forth in Section I.

“Referrer Party(ies)” means Referrer and Referrer’s employer’s or company’s directors, officers, employees, agents, subcontractors, representatives or anyone acting on Referrer’s behalf.

"Restricted Parties" shall have the meaning set forth in Section VI.

“Sanctioned Countries” shall have the meaning set forth in Section VI.

“Trade Control Laws” shall have the meaning set forth in Section VI.

“US Based” means located or primarily based in the United States.

“WeWork” shall have the meaning set forth in Section VI.

“WeWork Marks” means WeWork’s logos or trademarks.

“WeWork Parties” means WeWork and its affiliates, and each entity’s directors, employees, officers, agents, and representatives.