Agent Referral Program

Terms & Conditions

Subject to the terms and conditions provided herein, CoWork Me will compensate eligible Agents for each qualified member introduction that leads to the execution or acceptance of a CoWork Me membership agreement. More details about CoWork Me’s Agent Referral Program (“Agent Referral Program”) are set forth below. Acceptance of this Agent ToS is required in order for you to be eligible to receive a commission (“Fees”) for a Referral. For ease of reference, defined terms are set out at the end of these Agent ToS.

  1. ELIGIBLE AGENTS

To be eligible to participate in the Agent Referral Program, you must be either: (a) a person or entity who acts as an agent on behalf of individuals or entities interested in commercial real estate (“Client(s)”); or (b) a qualified Agent that has entered into an agreement with CoWork Me to advertise CoWork Me spaces (subsections (a) and (b), individually or collectively defined as “Agent” or “you”). In either case, you must be licensed as necessary to perform your obligations as an agent to your Clients.

By registering for the Agent Referral Program, sending us a Submission (defined below) or otherwise participating in the program as an Agent  in any way, you represent and warrant that:

  • you have the right to act on behalf of the Agentage firm or any Client represented;
  • all information provided to CoWork Me and to your Clients in connection with the Agent Referral Program is correct, complete and up-to-date and, in the event any applicable information changes, it is your obligation to update such information;
  • you have all necessary right and authorization to enter into and perform under these Agent ToS;
  • you shall not make any representation, guarantee or warranty concerning CoWork Me, any CoWork Me products or services, or any of the terms or conditions of any CoWork Me membership agreement, except as expressly authorized in writing by us; and
  • you will perform any services contemplated hereunder in a professional and workmanlike manner and in compliance with all applicable laws, obligations, rules, and regulations.

We will process your information in accordance with our Privacy Policy located at: https://www.coworkme.com.au/privacy-policy/ and you hereby consent to the terms and conditions provided therein.

2. QUALIFIED INTRODUCTION

Subject to these Agent ToS, Agents may receive Fees when they introduce Clients to CoWork Me and Actively Represent such Clients in the process of entering into agreements for Dedicated Space with CoWork Me, as further described below.

When an Agent introduces a specific Client to CoWork Me by way of a Submission, the entity becomes an “Introduced Entity”. For an Introduced Entity to be considered a qualified introduction for which Agent may receive Fees (such transaction, a “Referral”, and the entity then a “Referred Entity”), such Introduced Entity must:

  • enter into a CoWork Me membership agreement with a right of access to Dedicated Space in a CoWork Me building no later than three (3) months from the date of the Introduced Entity’s most recent interaction with the CoWork Me sales team regarding the such Dedicated Space; and
  • not be a subsidiary, affiliate, or entity under common control of either Agent or Agent’s firm or any entity in which Agent or Agent’s firm has or shares an interest or parent entity.

Furthermore, an Agent will only be eligible to receive Fees if such Agent (a) is engaged in the Active Representation of the Client in their search for commercial workspace solutions and their negotiation of a definitive agreement with CoWork Me; (b) promotes CoWork Me to the Client; and (c) engages in reasonable continuing assistance for the membership agreement between CoWork Me and the Introduced Entity. You may be required to provide CoWork Me with a confirmation of your representation of Client, and we reserve the right to request confirmation of such arrangement from any Introduced Entity.

An Introduced Entity will have the opportunity to inform us that (i) it is not looking for a CoWork Me membership and/or (ii) it has not given authorization to you in connection with the introduction. If the Introduced Entity informs us that it has not given authorization to you, your Submission (as defined below) shall be null and void, you will not be eligible for Fees even if such Introduced Entity otherwise becomes a CoWork Me member, and you may be subject to further consequences, as set forth in these Agent ToS.

3. PROCESS

Submission

You may introduce a Client to CoWork Me for the Agent Referral Program (each, a “Submission”) by (i) emailing referral@coworkme.com.au ; or (ii) completing the referral from located at https://www.coworkme.com.au/agent

By agreeing to these Agent ToS, you hereby represent and warrant that you have obtained consent from the Introduced Entity to send the Introduced Entity’s contact information to CoWork Me in connection with your participation in the Agent Referral Program, and you believe in good faith that the Introduced Entity desires to become a member of the CoWork Me community in the location named in your Submission. Further, to the extent required by applicable law, you will inform the Introduced Entity of our privacy policy, available at https://www.coworkme.com.au/privacy-policy/

In the event that two (or more) entities are claiming ownership over the same Introduced Entity, CoWork Me shall have the right, in its sole discretion, to defer to the primary decision maker at the Introduced Entity to identify and confirm in writing the Agent’s involvement in the Referral.

CoWork Me’s Contact with Introduced Entity

Prior to the parties initiating negotiations, we will not contact the Introduced Entity unless you select the “I give CoWork Me permission to contact this client” option in the Agent portal upon completing a Submission, except as otherwise provided herein or due to extraordinary circumstances. As the acting Agent, you will be expected to handle communications between the CoWork Me Sales Team and the Introduced Entity (unless the Introduced Entity contacts the CoWork Me Sales Team directly) and you will be required to submit to CoWork Me a confirmation of your representation of the Introduced Entity.

4. FEES AND PAYMENT

Fees

In order to be eligible for any Fees, Agents must demonstrate (a) Active Representation of the Introduced Entity or Referred Entity in connection with such entity’s New Business, Renewal, Expansion, or Month-to-Month deal, as the case may be, and (b) that no other Agent, individual, or other entity is claiming Fees from CoWork Me for the same Introduced Entity for the same location, which may be proven by an exclusive written agreement between Agent and the Introduced Entity.

Subject to these Agent ToS, CoWork Me will pay Agents a Fee for Referrals in accordance with the Fee structure in the table below. CoWork Me will determine eligibility for Fees in its sole discretion.

Deal Type

Fee

Payment Schedule

New Business

(for membership agreements with a commitment term)

The greater of:

  • Ten percent (10%) of year 1 net Membership Fees; or
  • Five percent (5%) of the Total Contract Value*

Initial payments will include eligible Fees up to the first contractual early termination option.

Subsequent payments will include eligible Fees up to the next contractual early termination option.

Renewals, Expansions, and Transfers

(for membership agreements with a commitment term)

Three percent (3%) of the Total Contract Value*

Initial payments will include eligible Fees up to the first contractual early termination option.

Subsequent payments will include eligible Fees up to the next contractual early termination option.

Month-to-Month (for membership agreements with no set commitment term)

Ten percent (10%) of the monthly Membership Fee, for each month the membership agreement remains in effect, for up to twelve (12) months

Fees paid for Month-to-Month membership agreements will be paid on a monthly basis and shall only be due for the first (1st) twelve (12) months from the initial start date of the membership agreement.

*Fee calculations are based on the total committed Membership Fees, regardless of any early termination option.

“Total Contract Value” means the total committed Membership Fees as provided in the membership agreement, net of any discounts, less any net contract value remaining on the membership agreement(s) then-inexistence, if any, and shall not include any amounts related to custom configurations, design, or any additional services.

A deal constitutes “New Business” if a Referred Entity enters into a membership agreement with a commitment term for Dedicated Space in a building in which that Referred Entity has not previously entered into a membership agreement for Dedicated Space. In addition, Expansions resulting in (i) a Referred Entity entering into a membership agreement for Dedicated Space for an additional fifty (50) or more desks, beyond such Referred Entity’s already-existing Dedicated Space, and (ii) such new membership agreement contains a commitment term of twenty-four

(24) months or greater, shall be considered New Business for all purposes hereunder.

A deal constitutes an “Expansion” if a Referred Entity, which has an existing membership agreement with a commitment term for Dedicated Space, enters into an agreement with CoWork Me for additional Dedicated Space within the same building resulting in a net revenue growth for CoWork Me. Expansions does not include Dedicated Space additions made in connection with a Renewal (see below).

A deal constitutes a “Renewal” if a Referred Entity, which has an existing membership agreement for Dedicated Space with CoWork Me, enters into an agreement before the termination of the Referred Entity’s then-current membership term, (a) for a new commitment term and (b) pertaining to the same Dedicated Space set forth in the initial membership agreement. A Renewal also includes situations where the new commitment term applies to additional Dedicated Space not included as part of the original membership agreement.

A deal constitutes a “Month-to-Month” arrangement if a Referred Entity signs an agreement for Dedicated Space that does not have a commitment term.

A deal constitutes a “Transfer” if a Referred Entity, which has an existing membership agreement with a commitment term for Dedicated Space with CoWork Me, moves from one CoWork Me building to another.

Referrals of persons or entities that previously held, but no longer hold, Dedicated Space pursuant to a membership agreement with CoWork Me (“Returning Member(s)”), shall be treated as either a Renewal, Expansion, or Transfer, as applicable, except that if, as of the date of Submission, three (3) months or more have passed since the Returning Member’s move-out from their most recent CoWork Me space, such Returning Member shall be treated as New Business hereunder. The policy for Returning Members applies regardless of whether a Returning Member returns to the same or a different CoWork Me location.

Payment Terms

To be eligible for Fees, you 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 CoWork Me will not be responsible.

Except as otherwise set forth herein, provided CoWork Me has received your accurate and complete bank account information, CoWork Me shall pay the applicable Fees due on the later of: (a) sixty

  1. days from receipt of Agent’s bank information; or (b) sixty (60) days from the execution of a Referred Entity’s membership agreement, extension or renewal agreement, or other applicable agreement.

If Agent is affiliated with an Agentage firm, all payments of Fees due hereunder shall be paid by CoWork Me to such Agentage firm, unless otherwise expressly directed in writing by an authorized

person at the Agentage firm by emailing referral@coworkme.com.au. CoWork Me shall not be liable for payments not received by Agent or other third parties from such the Agentage firm.

Fees will be paid in the same currency paid by the Referred Entity pursuant to the applicable membership agreement. Fee amounts may be reduced for discounts, deductions, reductions in space, promotions, credits, refunds, chargebacks, and taxes (collectively, “Deductions”). CoWork Me reserves the right to choose the mode of payment. VAT/GST requirements may depend both on the location of the Agent as well as the location of the Referred Entity. VAT determinations will be made at the time of processing and will be communicated to you prior to payment on the self-billing invoice or as otherwise provided in this Section IV.

Special Payment Terms

Membership Agreements with Open Conditions and/or Contingencies. In the event a Referred Entity signs a membership agreement with CoWork Me that is in any way conditional or contingent on acts by any party, including, but not limited to, agreements that are conditioned on CoWork Me entering into a lease for space encompassing the relevant Dedicated Space, then the Fees for such Referral shall be paid within sixty (60) days from the date the membership agreement is no longer conditioned and/or contingent on further action(s) by any party.

Contractual Early Termination Options. While the amount of the Fee for membership agreements with contractual early termination options is based on the total committed Membership Fees regardless of any early termination option, if a membership agreement contains a contractual early termination option, any initial payments will include only eligible Fees up to the first contractual termination date. Subsequent payments will include eligible Fees up to the next contractual termination date. Notwithstanding anything contained herein, if a Referred Entity exercises an early termination option, the Agent shall not be eligible for Fees that would have otherwise accrued after such termination.

Referred Entity Delays or Fails to Pay Service Retainer. In the case of New Business, the payment of any lump-sum Fees shall be paid in accordance with the terms set forth herein, provided that if any Referred Entity referred by you (a) fails to pay in full the service retainer due under such entity’s membership agreement, or (b) terminates the membership agreement prior to the start date specified therein, Fees for any subsequent Referred Entities shall be paid on the later of (x) the start date set forth in the applicable Referred Entity’s membership agreement, or (y) our receipt in full of the service retainer under such Referred Entity’s membership agreement.

Referred Entity Fails to Move In. In the event that any Referred Entity supplied by Agent fails to move into a Dedicated Space for any reason, CoWork Me shall be entitled to withhold any Fee payment that would have been due under such membership agreement and/or to a return of any Fees already paid to Agent for such Referral.

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 Agent 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-90 days.

Invoicing

Please note that any provisions herein pertaining to self-billing do not apply in certain countries, including, but not limited to: China, India, South Korea, Israel, Mexico, Chile, Peru, Argentina, Brazil, Colombia, Japan, Indonesia, Russia, Poland, Malaysia, Thailand, Philippines, and Vietnam.

To the extent you are participating in the Agent Referral Program in the capacity of Agentage firm, you hereby agree to our Self-Billing procedures as follows: Prior to releasing payment, CoWork Me will issue a self-billing invoice for the Fees and will pay such invoice in accordance with the payment terms set forth herein. The self-billing invoices will use the business name, address, and VAT registration number you provide upon signing up for the Agent Referral Program. You agree to promptly notify CoWork Me of any changes to the information provided upon sign-up. CoWork Me will not be responsible for any failures, delays or errors in payment due to incomplete, inaccurate or outdated information.

In all cases, by agreeing to these Agent ToS, you accept that CoWork Me will pay Fees automatically using the banking information you provided. You will receive an email confirmation, which may include a self-billing invoice from CoWork Me, setting forth the applicable Fees due and containing such other details as CoWork Me may choose to include, in its sole discretion. You agree that such email shall serve as a valid invoice and record of transaction. If you do not receive such an email, please contact referral@coworkme.com.au .

Payment Disputes

All disputes regarding Fees or any other payment amounts must be communicated in writing either by emailing referral@coworkme.com.au . You must communicate a dispute within five (5) business days of receipt of the disputed email invoice, and failure to do so shall act as a waiver of any disputes related to the amounts described therein. CoWork Me reserves the right to withhold payment in the event of a bona fide dispute, as determined in CoWork Me’s sole discretion.

Overpayments; Early Terminations by Referred Entity

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

In the event that the Referred Entity reduces its total committed Dedicate Space or terminates their CoWork Me membership agreement after move-in but before the end of their commitment term, the Agent will not be responsible for the repayment of any accrued and already-paid Fees related to such Referral. Instead, the Referred Entity shall be responsible for repayment of any applicable Fees to CoWork Me.

5. DISQUALIFICATIONS

an Agent may be disqualified from the Agent Referral Program for reasons including, but not limited to:

    • Submitting false leads;
    • Providing incorrect information;
    • Misrepresenting Agent’s licensing or eligibility status;
    • Misrepresenting Agent’s relationship with Clients;
    • Referring an entity which is a subsidiary, affiliate, or entity under common control of either Agent or Agent’s firm or any entity in which Agent or Agent’s firm has or shares an interest or parent entity;
    • Misusing the CoWork Me Member Network to solicit clients;
    • Participating in or having any involvement in criminal or fraudulent activities; or
    • Failing to comply with or breaching these Agent ToS.

A disqualified Agent is not eligible to participate in the Agent Referral Program and shall not be entitled to any Fees, unless CoWork Me specifically revokes such disqualification in its sole discretion. All disqualifications are determined in CoWork Me’s sole discretion. In additional to being disqualified from the Agent Partnerships Program, CoWork Me may seek all rights and remedies available in equity or at law.

6. GENERAL TERMS AND CONDITIONS

Warranty Disclaimer

COWORK ME MAKES NO WARRANTIES TO AGENT OR ANY CLIENT, 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 CoWork Me 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 CoWork Me Parties arising out of

(a) your participation in the Agent 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. CoWork Me will notify Agent of any claims as soon as reasonably practicable.

Limitation of Liability

COWORK ME WILL NOT BE LIABLE OR OBLIGATED WITH RESPECT TO ANY SUBJECT MATTER OF THESE AGENT TOS OR OTHERWISE RELATED TO THE AGENT PARTNERSHIP 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. COWORK ME LIABILITY SHALL NOT EXCEED THE FEES PAYABLE BY COWORK ME TO Agent FOR AN APPLICABLE REFERRAL DURING THE 6 MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.

Modification, Suspension, or Termination and Disqualification

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

Upon any suspension or termination of the Agent Referral Program, or the disqualification of an Agent pursuant to these Agent ToS, (i) Agent shall immediately cease all promotion of CoWork Me and CoWork Me’s products and services, and shall immediately return to CoWork Me, or at

CoWork Me’s option, destroy, all materials provided by CoWork Me hereunder, including any Confidential Information, as defined herein; (ii) CoWork Me may market, sell or provide products or services to any third party, without obligation to pay Agent any Fees; and (iii) except in the event of a disqualification for Agent’s breach, CoWork Me will pay applicable Fees for membership agreements which were executed prior to termination or suspension of the Agent Referral Program, in accordance with these Agent ToS. Notwithstanding any suspension or termination of the Agent Referral Program or these Agent ToS, or any disqualification of an Agent, the following Sections, and any terms that by their nature would be expected to survive, shall survive and remain in effect: Overpayment; Early Terminations by Referred Entity, Payment Terms (to the extent any payment obligations remain outstanding), and all General Terms. Any suspension or termination of the Agent Referral Program or these Agent ToS shall be without prejudice to any other rights or remedies available under these Agent ToS, in equity or at law.

Confidentiality

For purposes of these Agent ToS, “Confidential Information” shall mean all commercial, marketing, technical, operational, financial, staff, management, and other non-public information, data, and know-how regarding CoWork Me or any of its affiliates, and any documents, notes, memoranda or other information prepared by or on behalf of CoWork Me or any of its affiliates, whether in writing or in any other tangible form, which may be supplied to or otherwise come into Agent’s possession, which is or would reasonably be considered confidential in nature, or is deemed confidential by CoWork Me 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 Agent, (ii) is within the legitimate possession of Agent without obligation of confidentiality prior to disclosure,

(iii) is lawfully received by Agent from a third party having rights therein without notice of any confidentiality obligations or restrictions against its further disclosure, provided that Agent identifies such third party upon CoWork Me’s request, (iv) is independently developed by Agent, or

  1. is disclosed by Agent with CoWork Me’s prior written consent. Confidential Information specifically includes all information related to an Introduced Entity’s or Referred Entity’s agreement(s) with CoWork Me, including but not limited to, the actual or proposed pricing and other terms thereof.

Agent shall use the Confidential Information (defined below) only in connection with these Agent ToS, unless otherwise authorized, instructed or agreed in writing by CoWork Me. Agent shall use best efforts to disclose Confidential Information only to Agent’s representatives, employees, agents, or Clients who need to know such information in connection with these Agent ToS, and Agent shall inform each such representative, employee, agent, or Client of these confidentiality

obligations and ensure that such parties abide by the confidentiality obligations set forth herein. Agent shall be solely responsible for any breach of these confidentiality obligations by any of its representatives, employees, agents, or Clients. Agent 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. Agent 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 CoWork Me 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 CoWork Me’s disclosure of certain Confidential Information to you.

CoWork Me Trademark and Materials

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

Agent may not use the CoWork Me Marks in any way that disparages or tarnishes CoWork Me or its business. CoWork Me may inspect any materials or content that contain any CoWork Me Marks, and upon the request of CoWork Me, Agent shall immediately remove all such materials that are unacceptable to CoWork Me (in CoWork Me’s sole discretion) or modify all such materials to become acceptable to CoWork Me. Nothing contained in these rules shall be construed to vest in Agent any right, title, or interest in or to the CoWork Me Marks or in the goodwill now or hereafter associated therewith, and all goodwill generated from Agent’s use of the CoWork Me Marks shall inure to the sole and exclusive benefit of CoWork Me. Except for the limited rights and licenses expressly granted hereunder, no other license is granted and no other use is permitted.

Relationship of the Parties

The parties hereto shall each be independent contractors in the performance of their obligations under these Agent 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 Agent ToS shall be construed as limiting in any manner CoWork Me’s marketing and distribution activities, or its appointment of agents or representatives of any kind.

Communications from CoWork Me to Agent

Representatives from CoWork Me shall be responsible for all final determinations regarding Submissions, Referrals, Fees, and all other aspects of eligibility under these Agent ToS. All binding communications relating to Submissions, Referrals, Fees, or any other aspect of the Agent Referral Program shall come from the CoWork Me Agent Partnerships Team. While you may receive unofficial contact from other CoWork Me departments regarding the Agent 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 Agent ToS.

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

Miscellaneous

Agent will not make any public announcements relating to the Agent Referral Program or the Agent ToS without the prior written consent of CoWork Me. Notices under these rules shall be sufficient only if in writing and sent by confirmed email to referral@coworkme.com.au, in the case of CoWork Me, or the email address CoWork Me has on file, in the case of Agent. Headings and captions used in these rules are for convenience only and are not to be used in the interpretation of these Agent ToS. If any provision of these Agent 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 Agent ToS otherwise remain in full force and effect and enforceable. These Agent 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 Agent ToS and all past dealing or industry custom. In the event of any conflict between these Agent ToS and the terms of any other agreement between the parties, the terms of these Agent ToS shall govern and control. No provision of right or privilege under these Agent 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 Agent 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 Agent ToS may only be modified by an instrument in writing executed by CoWork Me.

Questions? Email us at referral@coworkme.com.au

DEFINED TERMS

“Active Representation” means a relationship between a Client and an Agent where Agent is using diligent efforts and taking affirmative steps to assist such Client in procuring, negotiating, and finalizing an agreement with CoWork Me. This definition shall apply to all variations of the term, including but not limited to, “Actively Representing” and “Actively Represents”.

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

“Agent Referral Program” means the CoWork Me Agent Referral Program.

Agent Party(ies)” means Agent and Agent’s firm’s directors, officers, employees, agents, subcontractors, representatives or anyone acting on Agent’s behalf.

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

“Clients” means individuals or entities interested in commercial real estate. “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 CoWork Me and licensed to a member, which space is an assigned desk(s), office suite, private office, or space provided under the HQ by CoWork Me, 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.

“Expansions” means a Referred Entity, which has an existing membership agreement with a commitment term for Dedicated Space, enters into an agreement with CoWork Me for additional Dedicated Space within the same building resulting in a net revenue growth for CoWork Me. Expansions does not include Dedicated Space additions made in connection with a Renewal (see below).

“Fees” means compensation owed from CoWork Me to an Agent pursuant to the Agent Referral Program, as further described in Section IV.

“Introduced Entity” means a Client that has been introduced to CoWork Me by an Agent by way of a Submission but has not yet been qualified as Referred Entity.

Membership Fees” means fees due from a member to CoWork Me or any affiliate, subsidiary, or related entity, as set forth in such member’s membership agreement, net of any discounts, and shall not include any amounts related to custom configurations, design, or any additional services.

“Month-to-Month” means any situation where a Referred Entity signs a membership agreement for Dedicated Space that does not have a commitment term.

“New Business” means a Referred Entity enters into a membership agreement with a commitment term for Dedicated Space in a building in which that Referred Entity has not previously entered into a membership agreement for Dedicated Space. Expansions resulting in

(i) a Referred Entity entering into a membership agreement for Dedicated Space for an additional fifty (50) or more desks, beyond such Referred Entity’s already-existing Dedicated Space, and (ii) such new membership agreement contains a commitment term of twenty-four (24) months or greater, shall be considered New Business for all purposes hereunder.

“Referral” means a qualified introduction by Agent resulting in a Referred Entity.

“Referred Entity” means an Introduced Entity that (i) enters into a CoWork Me membership agreement (or amendment or other agreement, as the case may be) with a right of access to Dedicated Space, and (ii) is not a subsidiary, affiliate, or entity under common control of either Agent or Agent’s firm, or any entity in which Agent or Agent’s firm has or shares an interest or parent entity.

“Renewal” means that a Referred Entity, which has an existing membership agreement for Dedicated Space with CoWork Me, enters into an agreement before the termination of the Referred Entity’s then-current membership term, (a) for a new commitment term and (b) pertaining to the same Dedicated Space set forth in the initial membership agreement. A Renewal also includes situations where the new commitment term applies to additional Dedicated Space not included as part of the original membership agreement.

“Total Contract Value” means the total committed Membership Fees as provided in the membership agreement, net of any discounts, less any net contract value remaining on the membership agreement(s) then-inexistence, if any, and shall not include any amounts related to custom configurations, design, or any additional services.

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

“Transfer” means that a Referred Entity, which has an existing membership agreement with a commitment term for Dedicated Space with CoWork Me, moves from one CoWork Me building to another.

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