Terms and Conditions

The following terms and conditions apply to the SOMO Cowork Broker Program (the “Program”) offered by SOMO Cowork LLC (“SOMO Cowork”) to certain licensed real estate brokers (each a “Broker”).

Eligible Brokers

To be eligible to participate in the Program, a Broker must have, or work for a real estate brokerage company (“Brokerage”) that has, a current license from the California Department of Real Estate . By participating in the Program you represent and warrant to SOMO that:

you have the right to act on behalf of the Brokerage and prospective new Member of SOMO Cowork (“Prospect”);
all information provided to SOMO Cowork in connection with the Program is accurate, complete and current, and in the event any relevant information changes you will update such information;
you will not make any representations, guarantees or warranties to any Prospect regarding SOMO Cowork, any SOMO Cowork products or services, or any of the terms or conditions of the Membership Agreement, except as expressly authorized in writing by SOMO Cowork; 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.

A Broker will only be eligible to receive a commission if such Broker:

Is engaged under a written agreement by the Prospect (SOMO Cowork reserves the right to request confirmation of the Broker representation of the Prospect); and
Provides reasonable assistance to SOMO Cowork until the Membership Agreement between SOMO Cowork and the Prospect is executed.

Qualified New Member Introductions

For any introduction of a Prospect to qualify a Broker or Brokerage to receive a commission (a “Qualified Introduction”), the following conditions must also be met:

The Prospect must enter into a Membership Agreement with SOMO Cowork to license a Private Office no later than six (6) months from the date of introduction;
The Prospect must not be a previous Member of SOMO Cowork, have previously contacted SOMO Cowork, or otherwise have been introduced by another party prior to your introduction.

Confirmation of the Broker representation of the New Member may be required and SOMO Cowork reserves the right to request confirmation of such arrangement from any New Member.

Process For Qualified Introduction(s)

Qualified Introductions must be made by providing written confirmation to a SOMO Cowork team member of:

the Broker’s contact information including phone number, email address and name of the brokerage where they are employed;
the Prospect’s contact information including company name, primary contact, phone number and email address; and
a summary of the Prospect’s office space requirements.

The Broker must complete a separate Qualified Introduction for each Prospect. The Broker will not receive a commission unless they have completed and submitted a separate Qualified Introduction for a particular Prospect which adheres to these terms and conditions.

By making a Qualified Introduction, a Broker represents to SOMO Cowork that the Broker has obtained consent from the Prospect to send the Prospect’s contact information to SOMO Cowork, and the Broker believes the Prospect has genuine interest in becoming a member of the SOMO Cowork community.

Upon receipt of a Qualified Introduction, SOMO Cowork will contact the Prospect directly for the purpose of confirming the Qualified Introduction unless otherwise instructed to contact the Broker first. By agreeing to these terms and conditions, the Broker hereby represents that it has obtained consent from the Prospect to send the Prospect’s contact information to SOMO Cowork for the purpose of participating in the Program as described herein.

Fees and Payment

SOMO Cowork will pay the Broker a commission for Qualified Introductions equal to the amounts specified on the Program webpage. Payment of commissions are contingent on the following:

the Membership Agreement must be executed and for a minimum term of six (6) months;
the Prospect must have paid its initial Monthly Fee and the Service Reserve;

Commissions will be paid within 15 days of the contingencies and other eligibility criteria set forth in these Terms and Conditions.

If a Broker is affiliated with a Brokerage, all payments of commissions will be paid by SOMO Cowork to such Brokerage, unless otherwise directed in writing by an authorized person at the Brokerage. SOMO Cowork shall not be liable to a Broker for a commission paid to a Brokerage.

Special Payment Terms

If a Membership Agreement contains a contractual early termination option, any initial payments will include only eligible commissions up to the first contractual termination date. Subsequent payments will include eligible commissions up to the next contractual termination date. Notwithstanding anything contained herein, if a Prospect exercises an early termination option, the Broker shall not be eligible for commissions that would have otherwise accrued after such termination.

If the Prospect reduces its total committed Office Suite or terminates their SOMO Cowork Membership Agreement after move-in but before the end of their commitment term, the Broker will not be responsible for the repayment of any accrued and already-paid commissions related to such Qualified Introduction. Instead, the Prospect shall be responsible for the repayment of any applicable commissions to SOMO Cowork.

If you are paid more than your entitled commissions, whether as a result of calculation errors, unaccounted-for deductions, or for any other reason, you shall promptly repay SOMO Cowork such overpaid amounts, as determined by SOMO Cowork. If you fail to promptly return such overpaid amounts, SOMO Cowork may offset any such amounts from future payments to you, and you may be suspended or disqualified from the Program, in SOMO Cowork’s sole discretion. The foregoing shall be in addition to all rights and remedies SOMO Cowork may seek in equity or at law.

All disputes regarding commissions or any other payment amounts must be communicated in writing. You must communicate a dispute within five (5) business days of receipt of a comission, and failure to do so will constitute a waiver of any disputes related to the amounts described therein. SOMO Cowork reserves the right to withhold payment in the event of a bona fide dispute, as determined in SOMO Cowork’s sole discretion, until such dispute is resolved.

Disqualification

A Broker may be disqualified from the Program for reasons including, but not limited to:

submitting false leads;
providing incorrect information;
misrepresenting Broker’s licensing or eligibility status;
misrepresenting Broker’s relationship with Prospects;
misusing the SOMO Cowork Member network to solicit clients;
participating in or having any involvement in criminal or fraudulent activities; or
failing to comply with or breaching these terms and conditions.

A disqualified Broker is not eligible to participate in the Program and will not be entitled to any commissions, unless SOMO Cowork specifically revokes such disqualification in its sole discretion. All disqualifications are determined in SOMO Cowork’s sole discretion. In addition to disqualifying a Broker from the Program, SOMO Cowork may seek all rights and remedies available in equity or at law.

General Terms and Conditions

In consideration of the opportunity to receive a commission Broker and Brokerage will defend, indemnify, and hold harmless SOMO Cowork from and against any claim, cause of action, demand, suit, proceeding, damages, liabilities, loss, or costs, including without limitation, reasonable legal fees, made or brought against SOMO Cowork arising out of:

Broker’s participation in the Program;
any breaches of Broker’s representations, warranties, or obligations hereunder; or
the negligence or willful misconduct of Broker or its affiliates.

SOMO Cowork will notify the Broker of any claims as soon as reasonably practicable.

SOMO Cowork will not be liable to Broker or Brokerage for any special, indirect, incidental, exemplary, punitive, reliance, or consequential damages, or loss of profits, revenue, data, or use alleged to arise from the Program. SOMO Cowork’s liability shall not exceed the commissions payable by SOMO Cowork to a Broker for a Qualified Introduction during the 6 months prior to the event giving rise to such liability.

SOMO Cowork reserves the right to amend or update the Program and these terms and conditions at any time without prior notice. Upon thirty (30) days’ written notice, or immediately upon notice in the case of an emergency, SOMO Cowork may, at its option, suspend or terminate the Program and these terms and conditions, as determined in SOMO Cowork’s sole discretion.

Brokers may receive confidential information in connection with participating in the Program. Brokers shall use best efforts to disclose confidential information only to the Broker’s representatives, employees, agents, or clients who need to know such information in connection with these terms and conditions, and Brokers 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. Brokers shall be solely responsible for any breach of these confidentiality obligations by any of its representatives, employees, agents, or clients. Brokers 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. Brokers 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 herein or as otherwise expressly permitted by SOMO Cowork in writing.

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