The Downtown Works Referral Program (the “Program”) is offered by Downtown Works, LLC (“Downtown Works,” “DW,” “we,” or “us”) to reward eligible individuals who introduce prospective new members to our coworking community. DW will compensate eligible Referrers for each Qualified Lead who executes a new DW membership agreement, subject to the terms and conditions set forth herein (“Program Terms”).

Participation in the Program, including submission of a referral, constitutes full acceptance of these Program Terms. If you do not agree, you are not eligible to participate or receive any Fees or benefits. These Program Terms supplement DW’s general Terms and Conditions published at www.downtownworks.com/legal. In the event of a conflict between these Program Terms and DW’s general Terms and Conditions, these Program Terms govern.

Definitions

The following capitalized terms have the meanings set forth below. Other terms are defined where they first appear.

“Account Credit” means a monetary credit applied to an active Current DW Member’s account, which may be applied against future membership dues. Account Credits are non-transferable, have no cash redemption value, and expire twelve (12) months after issuance if not applied.

“Community Member” has the meaning set forth in Section 2.B.

“Current DW Member” has the meaning set forth in Section 2.A.

“Designated Payee” means the individual or legal entity designated by a Referrer to receive a Fee, as set forth in Section 5.C.

“Fees” means the cash payment or Account Credit payable to an eligible Referrer under Section 5 upon satisfaction of all applicable conditions.

“Program Terms” means these Downtown Works Referral Program Terms and Conditions, Version 2.0, as amended by DW from time to time.

“Qualified Lead” has the meaning set forth in Section 3.

“Referral Submission” means a completed submission made by a Referrer through the Referral Website in accordance with Section 4.A.

“Referral Website” means the referral portal at downtownworks.com/refer, as updated by DW from time to time.

“Referrer” means an individual who participates in the Program as a Current DW Member or Community Member, as further described in Section 2.

Eligible Referrers

To participate in the Program, you must qualify as either a Current DW Member or a Community Member, as defined below. All Referrers must be at least eighteen (18) years of age, must not be subject to a disqualification under Section 6, and must accept these Program Terms in full.

A. Current DW Members

A “Current DW Member” is an individual who holds an active, paid membership agreement with DW in good standing at the time of Referral Submission. A Current DW Member is eligible to receive Fees as: (i) a cash payment to a Designated Payee, or (ii) an Account Credit applied to their DW member account. As set forth in the fee schedule in Section 5.A, Account Credit amounts are set higher than the corresponding cash amounts as an incentive to elect the credit option.

A Current DW Member who is suspended, in default, subject to a termination notice, or otherwise not in good standing at the time of Referral Submission is not eligible to participate during that period.

B. Community Members

A “Community Member” is an individual who satisfies all of the following criteria at the time of Referral Submission:

• • Is not a current member of DW under an active membership agreement;
  • Is not, and has never been, an employee, officer, director, or contractor of DW or any DW affiliate;
  • Is not acting in a commercial or professional capacity to earn a commission, fee, or other third-party compensation from the referral of office, coworking, or workspace memberships to any operator;
  • Has not entered into any brokerage, tenant representation, exclusivity, or similar agreement with the Qualified Lead in connection with their search for workspace; and
  • Is submitting the referral as an individual, not in a licensed professional real estate capacity.

Community Members are eligible to receive Fees as cash payment only. Account Credits are not available to Community Members.

C. Broker and Agent Exclusion

Brokers, tenant representatives, commercial real estate agents, and all other licensed real estate professionals are categorically excluded from this Program, regardless of any other relationship they may hold with DW. This exclusion applies to any individual or entity that: (i) holds a real estate license in any jurisdiction; (ii) is registered or acting as a tenant representative or commercial leasing agent; (iii) has entered into a representation, co-brokerage, or exclusivity agreement with the Qualified Lead; or (iv) expects or is entitled to receive a commission or fee from any party in connection with the Qualified Lead’s membership.

DW maintains a separate broker partnership program. Brokers seeking to refer clients should visit downtownworks.com/brokers for information. Submission of a referral through this Program by a broker or agent will result in immediate disqualification and forfeiture of any Fees, regardless of whether DW was aware of the individual’s licensed status at the time of submission.

3. Qualified Referrals

A “Qualified Lead” is an individual or entity introduced to DW by a Referrer who satisfies all of the following criteria:

• • Has not previously been a member of DW under any membership agreement, whether active, expired, or terminated;
  • Has not contacted DW, attended a DW event, inquired about DW membership, or been referred to DW through any channel within the one hundred eighty (180) days prior to the date DW receives and confirms the Referral Submission;
  • Is not, and has never been, an employee, partner, owner, controlling investor, or entity under common ownership or control with the Referrer individually. If the Referrer is submitting in connection with a company, this test also applies to that company and its affiliates and subsidiaries;
  • Executes a new DW membership agreement no later than sixty (60) days after the Referral Submission is received and confirmed by DW;
  • Has expressly consented to the sharing of their contact information with DW for a membership inquiry, as certified by the Referrer under Section 4.B; and
  • Signs a membership agreement for an eligible membership type listed in Section 5.A. Virtual Office memberships are not eligible under this Program.

If the Qualified Lead contacts DW independently before the Referral Submission is confirmed — including on the same day — the submission will not qualify for a Fee. Fees are payable only on the Qualified Lead’s initial DW membership agreement. Subsequent renewals, upgrades, expansions, or agreements at other DW locations are not eligible for additional Fees under this Program.

Referral Process

A. Submission Requirements

To submit a referral, the Referrer must complete the referral form at the Referral Website (downtownworks.com/refer) before the Qualified Lead makes any direct contact with DW. Submissions received after a Qualified Lead has already contacted DW independently are not eligible for Fees. A submission is not complete, and creates no entitlement to Fees, unless it includes all of the following:

• • First and last name of the Qualified Lead;
  • Company or entity name (if applicable);
  • Valid phone number and email address for the Qualified Lead;
  • DW location or city of interest; and
  • Any other information required by the Referral Website form at the time of submission.

Referrers must submit a separate Referral Submission for each Qualified Lead. Only one submission per Qualified Lead is permitted per Referrer. All Referral Submissions are conditionally accepted pending DW review; confirmation does not guarantee Fee eligibility.

B. Consent Certification

By submitting a Referral Submission, the Referrer represents and warrants that:

• • The Qualified Lead has expressly consented to the sharing of their name, contact information, and company information with DW for the purpose of receiving outreach regarding a DW membership;
  • The Qualified Lead is aware that DW may contact them directly as a result of this referral and has not objected to such contact;
  • Consent was not obtained through deception, misrepresentation, or other improper means; and
  • The Referrer has no reason to believe the Qualified Lead is not genuinely interested in or open to DW membership.

If the Qualified Lead informs DW that they did not consent to the referral, or that their information was submitted without their knowledge, the Referrer will not be eligible for any Fee, even if the Qualified Lead subsequently executes a membership agreement. DW will process all personal data received through the Program in accordance with its Privacy Policy at www.downtownworks.com/privacy-policy.

C. Duplicate Submissions

If DW receives more than one completed Referral Submission for the same Qualified Lead from different Referrers, DW will honor the earliest confirmed submission. In the event of a timing dispute, DW’s determination is final. DW has no obligation to notify Referrers of competing submissions.

D. DW’s Right to Decline

DW retains the right at all times, in its sole discretion, to decline to pursue any Qualified Lead introduced under this Program. DW’s decision to decline a Qualified Lead does not entitle the Referrer to any Fee or compensation.

D. DW’s Outreach to Qualified Lead

Following confirmation of a completed Referral Submission, DW will contact the Qualified Lead to confirm receipt, unless the Referrer selects the option to handle all initial communication at the time of submission. If the Referrer selects that option, the Referrer is responsible for facilitating the introduction; however, if the Qualified Lead contacts DW independently, DW may proceed accordingly. The Qualified Lead will have the opportunity to confirm or deny consent. If the Qualified Lead denies having consented, Section 4.B applies and the Referrer forfeits any Fee.

Fees and Payment

A. Fee Schedule

Subject to these Program Terms, Referrers are eligible to receive the following Fees upon satisfaction of all conditions herein. All Fees are denominated in U.S. dollars and are paid per Qualified Lead.

*  The free month for the Qualified Lead applies only on membership agreements with a committed term of twelve (12) months or more, and will be added to the end of the committed term.

†  Account Credit is available to Current DW Members only. Community Members receive cash amounts only. If a Current DW Member does not elect an Account Credit, the applicable cash amount will be paid. Virtual Office memberships and all add-on services are excluded from this Program.

B. Retention Condition

All Fees are conditioned on the Qualified Lead maintaining their membership at the same tier for a minimum of sixty (60) days from their move-in date (“Retention Condition”). If the Qualified Lead cancels, defaults, or downgrades their membership within sixty (60) days of move-in, the Referrer forfeits the Fee. Upgrades within the sixty (60) day window do not forfeit the Fee; the Retention Condition is evaluated based on the membership tier at move-in. DW is not obligated to pay any Fee until the Retention Condition is satisfied.

C. Payment Designation and Authority

The Referrer may direct payment to themselves individually or to a company or other legal entity (“Designated Payee”), provided that: (i) the Designated Payee has a completed W-9 form on file with DW matching the payment account information; (ii) the Referrer represents and warrants they have full authority to direct payment to the Designated Payee; and (iii) no other individual or entity holds a competing right to receive the Fee.

DW’s payment obligation is fully discharged upon payment to the Designated Payee in accordance with the information on file at the time of payment. DW will not adjudicate disputes between a Referrer and their employer, business partner, or any third party over entitlement to Fees. Any such dispute is solely between those parties. By designating a Designated Payee, the Referrer agrees to indemnify DW against any claim arising from a designation made without authority or in breach of any obligation owed to a third party.

Change of Payee.  A Referrer may update their Designated Payee by submitting revised W-9 and bank account information to ap@downtownworks.com no later than fifteen (15) days before a scheduled payment date. DW is not responsible for payments made in good faith reliance on prior information on file.

Departure or Separation.  If the Referrer has designated a company as the Designated Payee and subsequently departs from that company, the Referrer must notify DW and submit a revised designation before the scheduled payment date. DW will not reissue or reverse payments already made in reliance on information on file.

D. Payment Timing

Provided that all of the following conditions are satisfied, DW will pay applicable Fees within forty-five (45) days of the Qualified Lead’s move-in date:

• • The Retention Condition (Section 5.B) has been satisfied;
  • DW has received a completed and valid W-9 form from the Referrer or Designated Payee;
  • Vendor registration has been completed (Section 5.E); and
  • DW has received accurate and complete bank account information for the Designated Payee.

DW will not be responsible for payment delays caused by incomplete, inaccurate, or outdated information. All Fees are paid in U.S. dollars via ACH or other electronic transfer. DW does not issue payments by check or cash.

E. Vendor Registration

To receive cash payment, the Referrer or Designated Payee must complete DW’s standard vendor registration, which requires:

• • Submission of a completed and signed IRS Form W-9 to ap@downtownworks.com; and
  • Provision of valid ACH bank account information via DW’s ACH Direct Deposit Authorization Form.

If vendor registration is not completed before the payment due date, DW may withhold payment until registration is complete. A Referrer who fails to complete vendor registration within six (6) months of the Qualified Lead’s move-in date forfeits the Fee for that Qualified Lead. Current DW Members who elect to receive an Account Credit in lieu of cash are not required to complete vendor registration for that specific Fee.

F. Payment Forfeiture

A Referrer forfeits the right to receive Fees, in whole or in part, upon any of the following:

• • Failure to satisfy the Retention Condition (Section 5.B);
  • Failure to complete vendor registration within six (6) months of the Qualified Lead’s move-in date (Section 5.E);
  • Failure to maintain accurate and complete bank account information before payment is due;
  • Disqualification under Section 6; or
  • A Referral Submission that was fraudulent, incomplete, or non-compliant with these Program Terms.

Forfeiture does not limit any other rights or remedies available to DW.

G. Payment Disputes

All disputes regarding Fees or payment amounts must be submitted in writing to refer@downtownworks.com within ten (10) business days of the date payment was received or the date payment was due, whichever is earlier. Failure to timely raise a dispute constitutes a full and irrevocable waiver of all claims related to that payment. DW reserves the right to withhold payment pending good-faith resolution of a bona fide dispute.

H. Overpayments

If DW pays a Referrer more than the amount to which the Referrer is entitled — whether due to calculation errors, failure of the Retention Condition, or any other reason — the Referrer must promptly return all overpaid amounts upon DW’s written request. If the Referrer fails to repay within thirty (30) days of DW’s request, DW may: (i) offset the overpaid amount against future Fees, and (ii) suspend or disqualify the Referrer from the Program, in DW’s sole discretion. These remedies are in addition to all rights available to DW at law or in equity.

I. Tax and Reporting

DW may reduce Fees to account for applicable tax withholdings or other legally required deductions. DW will issue a Form 1099-NEC (or other applicable form) to Referrers who receive aggregate cash Fees of $600 or more in a calendar year, as required by applicable federal and state law. Each Referrer is solely responsible for all tax obligations arising from Fees received under this Program. DW’s request for a completed W-9 is required by federal law; failure to provide accurate taxpayer information may result in mandatory backup withholding as required by the IRS.

Disqualifications

A Referrer may be immediately disqualified from the Program, with all pending and future Fees forfeited, for any of the following:

• • Submitting false, fabricated, or materially misleading referral information;
  • Misrepresenting that the Referrer obtained the Qualified Lead’s consent as required under Section 4.B;
  • Submitting a referral for an individual or entity ineligible as a Qualified Lead under Section 3;
  • Being a licensed real estate broker, tenant representative, or agent, or submitting a referral in a commercial capacity in violation of Section 2.C;
  • Participating in or facilitating fraudulent, deceptive, or criminal activity in connection with the Program;
  • Breaching any provision of these Program Terms; or
  • Engaging in conduct that, in DW’s reasonable judgment, is harmful to DW’s reputation, business, or the integrity of the Program.

All disqualification determinations are made by DW in its sole discretion. A disqualified Referrer is not eligible to participate in the Program and shall have no entitlement to Fees or other benefits, unless DW specifically revokes the disqualification in writing.

A Referrer may appeal a disqualification by submitting a written explanation to refer@downtownworks.com within fifteen (15) days of receiving notice of disqualification. DW’s decision on appeal is final. DW reserves all rights and remedies available at law or in equity in addition to disqualification.

Program Modification and Termination

DW reserves the right to amend, modify, suspend, or terminate this Program or these Program Terms at any time. For material modifications, DW will provide at least thirty (30) days’ advance written notice before changes take effect. DW may make immediate changes without prior notice in the event of fraud, legal necessity, abuse of the Program, or other exigent circumstances.

Upon suspension or termination of the Program:

• • Referrers must immediately cease all promotion of the Program;
  • DW will not be obligated to pay Fees for Referral Submissions received after the effective date of termination; and
  • Fees for Qualified Leads whose membership agreements were fully executed before the termination effective date will be paid in accordance with these Program Terms, unless the Referrer was disqualified for breach.

The following provisions survive termination of the Program: Sections 5.H (Overpayments), V.I (Tax and Reporting), VI (Disqualifications, as to accrued rights and obligations), VIII.A (Governing Law), VIII.B (Arbitration), VIII.C (Limitation of Liability), and VIII.D (Indemnification).

General Terms and Conditions

A. Governing Law

These Program Terms and all disputes arising out of or relating to them are governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.

B. Dispute Resolution and Arbitration

Any dispute, claim, or controversy arising out of or relating to these Program Terms, including any dispute regarding Fees, eligibility, or disqualification (each, a “Dispute”), shall be resolved exclusively by binding arbitration, except as provided below.

Arbitration will be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures then in effect. The place of arbitration will be San Diego, California. The arbitration will be conducted by a single neutral arbitrator. The arbitrator’s award is final, binding, and may be entered as a judgment in any court of competent jurisdiction. Either party may seek emergency injunctive or equitable relief from a court of competent jurisdiction without waiving the right to arbitration.

Class Action Waiver.  All Disputes must be arbitrated or litigated on an individual basis. Referrers may not bring or join class, collective, consolidated, or representative actions, whether in arbitration or in court. If this waiver is found unenforceable, neither party will be entitled to arbitration for that Dispute.

C. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DW’S TOTAL LIABILITY TO ANY REFERRER UNDER THESE PROGRAM TERMS SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO THAT REFERRER IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL DW BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE PROGRAM TERMS OR THE PROGRAM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

D. Indemnification

The Referrer agrees to indemnify, defend, and hold harmless Downtown Works, LLC and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) the Referrer’s participation in the Program; (ii) any breach of these Program Terms; (iii) any false or misleading information submitted by the Referrer; (iv) the Referrer’s failure to obtain required consent from the Qualified Lead; or (v) any claim by a third party asserting entitlement to Fees designated to a Designated Payee.

E. Warranty Disclaimer

DW MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PROGRAM, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. DW DOES NOT WARRANT THAT THE PROGRAM WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY SPECIFIC OUTCOME WILL RESULT FROM PARTICIPATION.

F. Independent Contractor

Referrers participate in this Program as independent individuals. Nothing in these Program Terms creates an employment, agency, partnership, joint venture, or franchise relationship between DW and any Referrer. Referrers have no authority to bind DW to any obligation, commitment, or representation.

G. Assignment

Referrers may not assign, delegate, or transfer their rights or obligations under these Program Terms without DW’s prior written consent. Any purported assignment without consent is void. DW may assign its rights and obligations without the Referrer’s consent.

H. Privacy and Data

DW will process all personal data submitted through the Program in accordance with its Privacy Policy at www.downtownworks.com/privacy-policy. By participating in the Program, the Referrer acknowledges that DW may contact the Qualified Lead regarding a DW membership using the information provided, subject to applicable law including the California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA).

I. Integration and Supersession

These Program Terms constitute the entire agreement between DW and each Referrer with respect to the Program and supersede all prior versions of the Downtown Works Referral Program Terms and all prior communications regarding the Program. These Program Terms apply to all Referral Submissions made on or after the effective date set forth above. Referral Submissions submitted under prior versions of these Program Terms that remain unpaid as of the effective date will be governed by these Program Terms, unless doing so would reduce a Fee already fully earned and vested under the prior terms.

J. Severability

If any provision of these Program Terms is found invalid, illegal, or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

K. No Waiver

No failure or delay by DW in enforcing any right or provision constitutes a waiver. No waiver is effective unless in writing and signed by DW. A waiver of any breach does not constitute a waiver of any subsequent or similar breach.

L. Notices

All formal written notices to DW under these Program Terms must be submitted to refer@downtownworks.com. Notices to Referrers will be sent to the email address on file with DW. DW is not responsible for failed delivery resulting from outdated or inaccurate contact information provided by the Referrer.