Professional Agreement

Agreement for Brokers and Other Real Estate Professionals

(“Professionals Terms”)

The following additional terms and conditions are part of the Terms of Use located at liquidspace.com/Home/Terms-Of-Use (the “Terms of Use”) and specifically govern the use of the Service by licensed Real Estate Brokers and their Associates, Realtors, or Real Estate Agent or Sales Representative (together, “Professional” or “Professionals”, or “You”). These Terms are not available to other users of the LiquidSpace service.

The Terms of Use and these Professional Policy Terms (collectively, the “Professional Terms”) together govern each Professional’s participation in LiquidSpace’s Referral Program (the “Referral Program”). Any defined terms used but not defined in these Professional Terms shall have the meaning ascribed to them in the Terms of Use.

If you use the Service on behalf of a company or other organization, you represent and warrant that you are authorized to bind such company or organization to these Professional Terms and to act on behalf of such company with respect to any actions you take in connection with the Service. You agree to respond promptly and completely to requests from LiquidSpace for additional information that LiquidSpace deems necessary to determine your authority to act on behalf of a company or organization. LiquidSpace may suspend or terminate your access, and your company or organization’s access, to the Service and your account if LiquidSpace has reason to believe that you are not authorized to act on behalf of the company or organization for whom you claim to be acting in connection with the Service.

Modification
Notwithstanding anything to the contrary in the Terms of Use, we may modify the terms and conditions of these Professional Terms, including the Referral Fee terms, at any time, effective upon posting an updated version of these Professional Terms on the Site. If you do not agree to abide by these Professional Terms, you are not authorized to participate in (or continue to participate in) the Referral Program.

Referral Program
LiquidSpace will provide you with a unique link (a “Referral Link”) for you to distribute to eligible third parties via the Service.

Tenant Representative: If a third party is referred by you to Liquidspace via (a) your Referral Link or (b) submitted via email directly to our LiquidSpace sales team (broker@liquidspace.com) and the Referral books and pays for an Eligible Reservation (as defined below) via the Service within twelve (12) months after registration (hereafter, “Eligible Guest”), then such third party shall be considered a “Guest Referral” and you will be eligible for a Referral Fee as described below. If multiple Professionals claim the same Guest Referral, LiquidSpace shall have the right to determine in its sole discretion which Professional will be entitled to the applicable Referral Fees. No Referral Fees will be paid for bookings on any account owned or controlled by you or your affiliates.

Property Representative: If a third party who does not already have a LiquidSpace account, registers for the Service as a Host using your Referral Link or assigns you as the Broker Representative and (a) lists a new venue via the Service within twelve (12) months after registration, and (b) an Eligible Reservation (as defined below) is booked and paid for at the venue within twelve (12) months after registration (hereafter, “Eligible Venue”), then such third party shall be considered a “Host Referral” and you will be eligible for a Referral Fee, as described below, for each Eligible Reservation booked at Eligible Venue. If multiple Professionals claim the same Host Referral, LiquidSpace shall have the right to determine in its sole discretion which Professional will be entitled to the applicable Referral Fees.

Referral Fees

Tenant Representative referrals For each Guest Referral, LiquidSpace will pay you a referral fee equal to 4% of the Service Charges (as defined in the Host Terms) actually received by LiquidSpace for any Eligible Reservations booked by the Referral as a Guest (“Guest Referral Fee”). “Eligible Reservation” means only a Monthly Reservation booked under the LiquidSpace Billing Option, or (b) a Lead (as defined in the Host Terms). LiquidSpace will pay you any Referral Fees accrued on a monthly basis within 30 days after the end of each month in which payment is actually received by LiquidSpace for the applicable Eligible Reservation. LiquidSpace may apply as a credit against future Referral Fees any fees refunded for the applicable Eligible Reservation. You shall be responsible for payment of any and all national, state, and local taxes and charges arising from or imposed on the Referral Fees. LiquidSpace may change the Referral Fees at any time in its sold discretion.

Property Representative referrals For each Host Referral, LiquidSpace will pay you a referral fee equal to 2% of the Service Charges, excluding special service fees (as defined in the Host Terms), actually received by LiquidSpace for any Eligible Reservations booked by the Referral as a Guest (“Host Referral Fee”). “Eligible Reservation” means only a Monthly Reservation booked under the LiquidSpace Billing Option, or (b) a Lead (as defined in the Host Terms). LiquidSpace will pay you any Referral Fees accrued on a monthly basis within 30 days after the end of each month in which payment is actually received by LiquidSpace for the applicable Eligible Reservation. LiquidSpace may apply as a credit against future Referral Fees any fees refunded for the applicable Eligible Reservation. You shall be responsible for payment of any and all national, state, and local taxes and charges arising from or imposed on the Referral Fees. LiquidSpace may change the Referral Fee at any time in its sold discretion.

Additional Representations and Warranties
In addition to any other representations and warranties in the Terms of Use, you represent and warrant that:
• by inviting third parties to the Service, you have all the necessary rights, power and authority to do so;
• you will comply with all applicable laws and regulations (including copyright and trademark laws and anti-spam laws) in connection with your participation in the Referral Program and you will not use the Service, Referral Links or anything in connection with the Referral Program for any illegal or unauthorized purpose;
• you shall not misrepresent your relationship with LiquidSpace to any third party and will not make any warranty or representation on behalf of LiquidSpace; and
• your participation in the Referral Program does not and will not violate any agreement between you and any third party.

Release
You hereby unconditionally release LiquidSpace from any loss, liability, claim, demand, damage, costs and expenses, including reasonable attorneys’ fees, which you now have of have ever had against LiquidSpace relating in any way to your use of the Service. You hereby acknowledge that you are aware of California Civil Code Section 1542, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

With full awareness and understanding of the above provisions, you hereby waive any rights you may have under Section 1542, as well as under any other statutes or common law principles of similar effect.

Relationship of the Parties
You are an independent contractor and are not an agent or employee of, and have no authority to bind LiquidSpace by contract or otherwise.

Governing Law; Arbitration
THIS SECTION INCLUDES AN ARBITRATION AGREEMENT AND AN AGREEMENT THAT ALL CLAIMS WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY (AND NOT AS A CLASS ACTION OR OTHER REPRESENTATIVE PROCEEDING). PLEASE READ IT CAREFULLY. YOU MAY OPT OUT OF THE ARBITRATION AGREEMENT BY FOLLOWING THE OPT OUT PROCEDURE DESCRIBED BELOW.

Informal Process First
You agree that if you have any dispute with LiquidSpace relating in any way to these Professional Terms or from access to or use of the Service, you will first contact us and attempt to resolve the dispute with us informally.

Arbitration (“Arbitration Agreement”)
If we are unable to resolve the dispute informally, we each agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Professional Terms by binding arbitration. If you are an individual you may opt out of this Arbitration Agreement within 30 days of the first of the date you access or use the Service by following the procedure described below.

Arbitration is more informal than a lawsuit in court. There is no judge or jury in arbitration. Instead, the dispute is resolve by a neutral arbitrator. Court review of an arbitration award is limited. Except to the extent the parties agree otherwise, arbitrators can award the same damages and relief that a court can award. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and LiquidSpace are each waiving the right to a trial by jury or to participate in a class action. This Arbitration Agreement will survive any termination of these Professional Terms.

If you intend to seek arbitration, after following the informal dispute resolution procedure, you must first send written notice to LiquidSpace of your intent to arbitrate (“Notice”). The Notice to LiquidSpace should be sent by sending the Notice by registered or certified mail to 2225 E. Bayshore Rd. Suite 200,Palo Alto, CA 94303. The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought. The arbitration will be administered by the International Institute for Conflict Prevention and Resolution (“CPR”) under the CPR Rules for Administered Arbitration by a single arbitrator. The arbitration will be conducted in the County of Santa Clara, California, U.S.A.

Each party will be responsible for paying any CPR, administrative and arbitrator fees (other than the initial filing fees) in accordance with CPR Rules, except that LiquidSpace will pay for your reasonable filing, administrative, and arbitrator fees if your claim for damages does not exceed $75,000 and is non-frivolous (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). Nothing in this Arbitration Agreement shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property, or unauthorized access to the Service.

If you do not want to arbitrate disputes with LiquidSpace and you are an individual, you may opt out of this Arbitration Agreement by sending an email to: finance@liquidspace.com within 30 days of the first of the date you access or use the Service.

ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS GUEST IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE PROFESSIONAL TERMS, YOU AND LIQUIDSPACE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then the entirety of this Arbitration Agreement will be null and void.

If for any reason a claim proceeds in court rather than in arbitration, the dispute will be governed by the laws of the State of California and the FAA without regard to or application of its conflict of law provisions or your state or country of residence, and will be brought solely in the federal or state courts located in the County of Santa Clara, California, United States. You consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.

Last revised on April 1, 2018.