Broker Terms of Agreement

“Active Representation” means a relationship between a Client and a Broker where Broker is using diligent efforts and taking affirmative steps to assist such Client in procuring, negotiating, finalizing, and/or representing a property in a traditional real estate manner and for non-media purposes, with the ongoing effort of procuring, negotiating, finalizing an agreement with Ventra7. This definition shall apply to all variations of the term, including but not limited to, “Actively Representing” and “Actively Represents”.

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

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

“Broker Partnership Program” means the Ventra7 Broker Partnership Program.

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

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

“Booking” shall refer to an engagement occurring at the property noted in the “Property Listing” for which the space is utilized for the purposes of media engagements including motion pictures, television shows, commercials, shorts, features, social media production, still photography, music videos, media events, advertising, and/or general production office space use in exchange for consideration of monetary value, approved by Ventra7.

“Clients” means individuals or entities who own real property including but not limited to commercial & residential real property.

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

“Property Listing” means space or real property represented by Ventra7 for promotion of such properties for the purpose of media engagements including motion pictures, television shows, commercials, shorts, features, social media production, still photography, music videos, media events, advertising, and/or general production office space use. 

“Booking” shall refer to an engagement occurring at the property noted in the “Property Listing” for which the space is utilized for the purposes of media engagements including motion pictures, television shows, commercials, shorts, features, social media production, still photography, music videos, media events, advertising, and/or general production office space use in exchange for consideration of monetary value, approved by Ventra7.

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

“Expansions” means a Referred Entity, which has an existing Representation agreement with a commitment term for Property Listing, enters into an agreement with Ventra7 for additional Property Listing within the same building resulting in a net revenue growth for Ventra7. Expansions does not include Property Listing additions made in connection with a Renewal (see below).

“Fees” means compensation owed from Ventra7 to a Broker pursuant to the Broker Partnership Program, as further described in Section IV.

“Introduced Entity” means a Client that has been introduced to Ventra7 by a Broker by way of a Submission but has not yet been qualified as Referred Entity, as more specifically described in Section II.

“JAMS” means the arbitration entity formerly known as Judicial Arbitration and Mediation Services, Inc.

“Representation Fees” means fees due from a member to Ventra7 or any affiliate, subsidiary, or related entity, as set forth in such member’s Representation 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 Representation agreement for Property Listing that does not have a commitment term.

“New Business” means a Referred Entity enters into a Representation agreement with a commitment term for Property Listing in a building in which that Referred Entity has not previously entered into a Representation agreement for Property Listing. Expansions resulting in (i) a Referred Entity entering into a Representation agreement for Property Listing for an additional fifty (50) or more desks, beyond such Referred Entity’s already-existing Property Listing, and (ii) such new Representation agreement contains a commitment term of twenty-four (24) months or greater, shall be considered New Business for all purposes hereunder.

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

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

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

“Referred Entity” means an Introduced Entity that (i) enters into a Ventra7 Representation agreement (or amendment or other agreement, as the case may be) with a right of access to Property Listing, and (ii) is not a subsidiary, affiliate, or entity under common control of either Broker or Broker’s firm, or any entity in which Broker or Broker’s firm has or shares an interest  or parent entity.

“Renewal” means that a Referred Entity, which has an existing Representation agreement for Property Listing with Ventra7, enters into an agreement before the termination of the Referred Entity’s then-current Representation term, (a) for a new commitment term and (b) pertaining to the same Property Listing set forth in the initial Representation agreement. A Renewal also includes situations where the new commitment term applies to additional Property Listing not included as part of the original Representation agreement.

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

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

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

“Submission” means an introduction of Client to Ventra7 by a Broker made pursuant to these Rules, which introduction is made by (i) registering a profile at www.Ventra7.com/brokers    and entering all required information under  the  “Introduce”  tab  on  the  website,  (ii) emailing brokers@Ventra7.com, or (iii) contacting a Ventra7 Sales or Broker Partnerships Team member and providing the information set forth in Section III.

“Total Contract Value” means the total committed Representation Fees as provided in the Representation agreement, net of any discounts, less any net contract value remaining on the Representation 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 Representation agreement with a commitment term for Property Listing with Ventra7, moves from one Ventra7 building to another.

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

“Ventra7” shall have the meaning set forth in Section VI. “Ventra7 Marks” means Ventra7’s logos or trademarks.

“Ventra7 Parties” means Ventra7 and its affiliates, and each entity’s directors, employees, officers, agents, and representatives.

Subject to these Broker ToS, Brokers may receive Fees when they introduce Clients to Ventra7 and Actively Represent such Clients in the process of entering into agreements with Ventra7, as further described below.

When a Broker introduces a specific Client to Ventra7 by way of a Submission, the entity becomes an “Introduced Entity”. For an Introduced Entity to be considered a qualified introduction for which Broker may receive Fees (such transaction, a “Referral”, and the entity then a “Referred Entity”), such Introduced Entity must:

• enter into a Ventra7 representation agreement with a Booking as a Ventra7 building no later than three (3) months from the date of the Introduced Entity’s most recent interaction with the Ventra7 sales team regarding the such Property Listing; and
• not be a subsidiary, affiliate, or entity under common control of either Broker or Broker’s firm or any entity in which Broker or Broker’s firm has or shares an interest or parent entity.

Furthermore, a Broker will only be eligible to receive Fees if such Broker (a) is engaged in the Active Representation of the Client and their negotiation of a definitive agreement with Ventra7; (b) promotes Ventra7 to the Client; and (c) engages in reasonable continuing assistance for the representation agreement between Ventra7 and the Introduced Entity. You may be required to provide Ventra7 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 Ventra7 representation 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 Ventra7 property, and you may be subject to further consequences, as set forth in these Broker ToS.

Prior to the parties initiating negotiations, we will not contact the Introduced Entity unless you select the “I give Ventra7 permission to contact this client” option in the Broker portal upon completing a Submission, except as otherwise provided herein or due to extraordinary circumstances. As the acting Broker, you will be expected to handle communications between the Ventra7 Sales Team and the Introduced Entity (unless the Introduced Entity contacts the Ventra7 Sales Team directly) and you will be required to submit to Ventra7 a confirmation of your representation of the Introduced Entity.

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. You will have the opportunity to edit your contact and bank account information at any time, including during any Fee’s payable lifecycle, as well as to check the status of pending, completed, and expired Submissions and Referrals, by logging into your referral portal account or by contacting brokers@Ventra7.com. Please note, all changes in bank account information must be authorized in writing by an appropriate authority either of Broker or Broker’s firm, or as otherwise acceptable to Ventra7.

Upon completion of your first qualified Referral, prior to receiving any payment, you will be required to comply with Ventra7’s Standard Vendor Registration process as a “New Vendor”. In order to initiate Ventra7’s Standard Vendor Registration process, you must (i) submit your information and send the completed forms to Brokers@Ventra7.com, or (iii) contact the Broker Partnerships Team via Brokers@Ventra7.com.

If you have not completed all the aforementioned vendor registration requirements by the time you are due to be paid any Fees, Ventra7 may withhold payments from you and will not be responsible for the payment of any Fees until such vendor registration is complete. You will not be eligible to receive any Fees for a Referred Entity if you fail to complete the vendor vetting process within twelve (12) months of the date of execution of that Referred Entity’s first Representation agreement.

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 Ventra7 will not be responsible.

Except as otherwise set forth herein, provided Ventra7 has received your accurate and complete bank account information, Ventra7 shall pay the applicable Fees due upon the first Booking completion, as follows: (a) sixty (60) days from receipt of Broker’s bank information; and (b) sixty (60) days from the execution of  a Referred Entity’s Representation agreement, extension or renewal agreement, or other applicable agreement and the first successful Booking at the respective property location.

If Broker is affiliated with a brokerage firm, all payments of Fees due hereunder shall be paid by Ventra7 to such brokerage firm, unless otherwise expressly directed in writing by an authorized person at the brokerage firm by emailing brokers@Ventra7.com. Ventra7 shall not be liable for payments not received by Broker or other third parties from such the brokerage firm.

Fees will be paid in the same currency paid by the Referred Entity pursuant to the applicable Representation agreement. Fee amounts may be reduced for discounts, deductions, reductions in space,   promotions,   credits,   refunds,   chargebacks,   and   taxes  (collectively, “Deductions”). Ventra7 reserves the right to choose the mode of payment. VAT/GST requirements may depend both on the  location  of  the  Broker  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.

Representation Agreements with Open Conditions and/or  Contingencies.  In  the  event  a  Referred Entity signs a Representation agreement with Ventra7 that is in any way conditional or contingent on acts by any party, including, but not limited to, agreements that are conditioned on Ventra7 for the relevant Property Listing, then the Fees for such Referral shall be paid within sixty (60) days from the date the Representation 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 Representation agreements with contractual early termination options is based on the total earned via Bookings Fees regardless of any early termination option, if a Representation 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 Broker 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 Representation agreement, or (b) terminates the Representation 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 Representation agreement, or (y) our receipt in full of the service retainer under such Referred Entity’s Representation agreement.

Referred Entity Fails to comply or cooperate. In the event that any Referred Entity supplied by Broker fails to move into a Property Listing for any reason, Ventra7 shall be entitled to withhold any Fee payment that would have been due under such Representation agreement and/or to a return of any Fees already paid to Broker 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 Broker 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.

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 Broker Partnership Program in the capacity of brokerage firm, you hereby agree to our Self-Billing procedures as follows: Prior to releasing payment, Ventra7 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 Broker Partnership Program. You agree to promptly notify Ventra7 of any changes to the information provided upon sign-up. Ventra7 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 Broker ToS, you accept that Ventra7 will pay Fees automatically using the banking information you provided. You will receive an email confirmation, which may include a self-billing invoice from Ventra7, setting forth the applicable Fees due and containing such other details as Ventra7 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 Brokers@Ventra7.com.

All disputes regarding Fees or any other payment amounts must be communicated in writing either by emailing Brokers@Ventra7.com or responding to the relevant payment confirmation email from Ventra7. 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. Ventra7 reserves the right to withhold payment in the event of a bona fide dispute, as determined in Ventra7’s sole discretion.

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 Ventra7 such overpaid amounts, as determined by Ventra7. If you fail to promptly return such overpaid amounts, Ventra7 may offset any such amounts from future payments to you, and you may be suspended or disqualified from the Broker Partnership Program, in Ventra7’s sole discretion. The foregoing shall be in addition to all rights and remedies Ventra7 may seek in equity or at law.

In the event that the Referred Entity reduces its total committed Dedicate Space or terminates their Ventra7 Representation 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 Fees related to such Referral. Instead, the Referred Entity shall be responsible for repayment of any applicable Fees to Ventra7.

Conflicts of Interest. Broker represents and warrants that Broker does not presently perform and does not intend to perform, during the term of the Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies whose businesses or proposed businesses in any way involve products or services which would be competitive with Ventra7’s products or services, or those products or services proposed or in development by the Ventra7 during the term of the Agreement. If, however, Broker decides to do so, Broker agrees that, in advance of accepting such work, Broker will promptly notify the Ventra7 in writing, specifying the organization with which Broker proposes to consult, provide services, or become employed by and to provide information sufficient to allow the Ventra7 to determine if such work would conflict with the terms of this Agreement, the interests of the Ventra7 or further services which the Ventra7 might request of Broker. If Ventra7 determines that such work conflicts with the terms of this Agreement, Ventra7 reserves the right to terminate this Agreement immediately. In no event shall any of the services or Referred Clients be shared with anyone other than Ventra7 for the purposes of media listing.

You will defend, indemnify, and hold harmless the Ventra7 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 Ventra7 Parties arising out of (a) your participation in the Broker Partnership 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. Ventra7 will notify Broker of any claims as soon as reasonably practicable.

VENTRA7 WILL NOT BE LIABLE OR OBLIGATED WITH RESPECT TO ANY SUBJECT MATTER OF THESE BROKER TOS OR OTHERWISE RELATED TO THE BROKER 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. VENTRA7’S LIABILITY SHALL NOT EXCEED THE FEES PAYABLE BY VENTRA7 TO BROKER FOR AN APPLICABLE REFERRAL DURING THE 6 MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.

Ventra7 reserves the right to amend or update the Broker Partnership Program and these Broker ToS at any time without prior notice. Upon seven (7) days’ written notice, or immediately upon notice in the case of an emergency, Ventra7 may, at its option, suspend or terminate the Broker Partnership Program and these Broker ToS, whether worldwide or in any locations or geographic areas, as determined in Ventra7’s sole discretion.

Upon any suspension or termination of the Broker Partnership Program, or the disqualification of a Broker pursuant to these Broker ToS, (i) Broker shall immediately cease all promotion of Ventra7 and Ventra7’s products and services, and shall immediately return to Ventra7, or at Ventra7’s option, destroy, all materials provided by Ventra7 hereunder, including any Confidential Information, as defined herein; (ii) Ventra7 may market, sell or provide products or services to any third party, without obligation to pay Broker any Fees; and (iii) except in the event of a disqualification for Broker’s breach, Ventra7 will pay applicable Fees for Representation agreements which were executed prior to termination or suspension of the Broker Partnership Program, in accordance with these Broker ToS. Notwithstanding any suspension or termination of the Broker Partnership Program or these Broker ToS, or any disqualification of a Broker, 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 Broker Partnership Program or these Broker ToS shall be without prejudice to any other rights or remedies available under these Broker ToS, in equity or at law.

Governing Law. If, as part of the applicable Submission, the Referred Entity’s Property Listing is US Based, as defined herein, these Broker ToS and any dispute arising out of these Broker ToS (including any non-contractual disputes) will be governed by and interpreted according to the laws of the State of California, U.S.A. and the United States 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 Submission, the Referred Entity’s Property Listing is US 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 Broker ToS , or at law, or the breach, termination or invalidity of these Broker ToS, that cannot be settled amicably by agreement of the parties, shall be finally settled in accordance with the arbitration rules of JAMS then-in-force, by one or more arbitrators appointed in accordance with said rules. The place of arbitration shall be Los Angeles, California, U.S.A. This arbitration agreement will survive the termination of your relationship with Ventra7.
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 Broker ToS shall be interpreted and construed in the English language, which is the language of the official text of these Broker ToS.

In any circumstances where the foregoing arbitration agreement permits either you or Ventra7 to litigate any dispute arising out of or relating to the subject matter of these Broker ToS in court, then the foregoing arbitration agreement will not apply to either party, and both you and Ventra7 agree that any judicial proceeding (other than small claims actions or actions for injunctive relief) will be brought in the state or federal courts located in New York, New York.

Class Action Waiver. IF, AS PART OF THE APPLICABLE SUBMISSION, A REFERRED ENTITY’S PROPERTY LISTING IS US BASED, ALL CLAIMS AND DISPUTES SUBJECT TO THIS ARBITRATION AGREEMENT SECTION MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE BROKER OR OTHER BROKER PARTNERSHIP PROGRAM PARTICIPANT(S) CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER BROKER OR BROKER PARTNERSHIP
PROGRAM PARTICIPANT(S). If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Ventra7 is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in the paragraph immediately below. If the then all of the preceding language in the Class Action Waiver section, above, will be null and void if above is found to be unenforceable.

Governing Law. If, as part of the applicable Submission, the Referred Entity’s Property Listing is Non-US Based, as defined herein, these rules and any dispute arising out of these rules (including any non-contractual disputes) will be governed by and interpreted according to the law of England and Wales but without regard to its 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 Submission, the Referred Entity’s Property Listing is Non-US 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 Broker ToS , or at law, or the breach, termination or invalidity of these Broker ToS, that cannot be settled amicably by agreement of the parties, shall be finally settled in accordance with the International Chamber of Commerce commercial arbitration rules then in force, by one or more arbitrators appointed in accordance with said rules. The place of arbitration shall be London, England. 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 these Broker ToS, 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 Broker ToS shall be interpreted and construed in the English language, which is the language of the official text of these Broker ToS. This arbitration agreement will survive the termination of your relationship with Ventra7.

Class/Group Action Waiver. If, as part of the applicable Submission, the Referred Entity’s Property Listing is Non-US Based, any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a class or group action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. You also agree not to participate in claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person’s account, if we are a party to the proceeding. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS OR GROUP REPRESENTATIVE OR CLASS OR GROUP MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. If the prohibition against class or group actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in the Class/Group Action Waiver section, above will be null and void.

For purposes of these Broker ToS, “Confidential Information” shall mean all commercial, marketing, technical, operational, financial, staff, management, and other non-public information, data, and know-how regarding Ventra7 or any of its affiliates, and any documents, notes, memoranda or other information prepared by or on behalf of Ventra7 or any of its affiliates, whether in writing or in any other tangible form, which may be supplied to or otherwise come into Broker’s possession, which is or would reasonably be considered confidential in nature, or is deemed confidential by Ventra7 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 Broker, (ii) is within the legitimate possession of Broker without obligation of confidentiality prior to disclosure, (iii) is lawfully received by Broker from a third party having rights therein without notice of any confidentiality obligations or restrictions against its further disclosure, provided that Broker identifies such third party upon Ventra7’s request, (iv) is independently developed by Broker, or (v) is disclosed by Broker with Ventra7’s prior written consent. Confidential Information specifically includes all information related to an Introduced Entity’s or Referred Entity’s agreement(s) with Ventra7, including but not limited to, the actual or proposed pricing and other terms thereof.

Broker shall use the Confidential Information (defined below) only in connection with these Broker ToS, unless otherwise authorized, instructed or agreed in writing by Ventra7. Broker shall use best efforts to disclose Confidential Information only to Broker’s representatives, employees, agents, or Clients who need to know such information in connection with these Broker ToS, and Broker 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. Broker shall be solely responsible for any breach of these confidentiality obligations by any of its representatives, employees, agents, or Clients. Broker 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. Broker 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 Ventra7 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 Ventra7’s disclosure of certain Confidential Information to you.

Broker shall not distribute any materials about Ventra7 or its products or services unless and until such materials have been approved in writing by Ventra7, and once approved, may only be used in the form and manner approved by Ventra7. Subject to the Broker ToS, Ventra7 hereby grants Broker a revocable, non-exclusive, non-transferable, royalty-free license during your participation in the Broker Partnership Program to use Ventra7’s logos or trademarks (“Ventra7 Marks”) solely (a) for the purpose of promoting, advertising, and marketing Ventra7’s products and services in accordance with these Broker ToS and (b) in the forms authorized by Ventra7 and in compliance with Ventra7’s trademark guidelines as provided by Ventra7 and as may be updated by Ventra7 from time to time. All uses of Ventra7’s trademarks and logos shall be subject to Ventra7’s prior written approval in each instance.

Broker may not use the Ventra7 Marks in any way that disparages or tarnishes Ventra7 or its business. Ventra7 may inspect any materials or content that contain any Ventra7 Marks, and upon the request of Ventra7, Broker shall immediately remove all such materials that are unacceptable to Ventra7 (in Ventra7’s sole discretion) or modify all such materials to become acceptable to Ventra7. Nothing contained in these rules shall be construed to vest in Broker any right, title, or interest in or to the Ventra7 Marks or in the goodwill now or hereafter associated therewith, and all goodwill generated from Broker’s use of the Ventra7 Marks shall inure to the sole and exclusive benefit of Ventra7. Except for the limited rights and licenses expressly granted hereunder, no other license is granted and no other use is permitted.

Broker shall not distribute any materials about Ventra7 or its products or services unless and until such materials have been approved in writing by Ventra7, and once approved, may only be used in the form and manner approved by Ventra7. Subject to the Broker ToS, Ventra7 hereby grants Broker a revocable, non-exclusive, non-transferable, royalty-free license during your participation in the Broker Partnership Program to use Ventra7’s logos or trademarks (“Ventra7 Marks”) solely (a) for the purpose of promoting, advertising, and marketing Ventra7’s products and services in accordance with these Broker ToS and (b) in the forms authorized by Ventra7 and in compliance with Ventra7’s trademark guidelines as provided by Ventra7 and as may be updated by Ventra7 from time to time. All uses of Ventra7’s trademarks and logos shall be subject to Ventra7’s prior written approval in each instance.

Broker may not use the Ventra7 Marks in any way that disparages or tarnishes Ventra7 or its business. Ventra7 may inspect any materials or content that contain any Ventra7 Marks, and upon the request of Ventra7, Broker shall immediately remove all such materials that are unacceptable to Ventra7 (in Ventra7’s sole discretion) or modify all such materials to become acceptable to Ventra7. Nothing contained in these rules shall be construed to vest in Broker any right, title, or interest in or to the Ventra7 Marks or in the goodwill now or hereafter associated therewith, and all goodwill generated from Broker’s use of the Ventra7 Marks shall inure to the sole and exclusive benefit of Ventra7. Except for the limited rights and licenses expressly granted hereunder, no other license is granted and no other use is permitted.

1. During the term of these Broker ToS, Broker and Broker’s firm’s directors, officers, employees, agents, subcontractors, representatives or anyone acting on Broker’s behalf (each a “Broker Party”, together “Broker Parties”) will comply with all applicable 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”).
2. Neither Broker, nor Broker’s firm’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 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“).
3. Neither Broker nor Broker’s firm’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
4. Less than 10% of Broker’s or Broker’s firm total annual revenues are, and will continue to be for the duration of the Broker Partnership Program, generated from activities involving, directly or indirectly, one or more of the Sanctioned
5. Neither Broker nor any Broker Parties will, at any time during Broker’s participation in the Broker Partnership Program, engage in any activity under these Broker ToS that violates applicable Trade Control Laws or causes Ventra7 to be in violation of Trade Control

Broker hereby represents and warrants that at all times Broker 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 Broker will use to comply with its payment obligations under these Broker ToS,  if  any,  will  be  derived  from  legal  sources,  pursuant  to  the  provisions  of  Anti- Money Laundering Laws. Broker will provide Ventra7 with all information and documents that Ventra7 from time to time may request in order to comply with all Anti-Money Laundering Laws.

Neither Broker nor any Broker 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 Ventra7 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.

These Broker ToS and the rights and obligations herein may not be assigned or transferred, in whole or in part, by Broker without the prior written consent of Ventra7. Any assignment in violation of this provision is void and without effect. Ventra7 may transfer these Broker ToS to any third party without Broker’s consent. In the case of any permitted assignment under these Broker ToS, these Broker ToS or the relevant provisions shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto.

Who “Ventra7” is for the purposes of these Broker ToS will depend on where a Referred Entity’s Property Listing is located: (i) if the Property Listing is in the United States (“US Based”) we are Ventra7 LLC, and (ii) (x) if the Property Listing is outside of the United States, but not in India, we are Ventra7 International Limited, or (y) if the Property Listing is in India, we  are Ventra7 India Pvt Ltd. (both (x) and (y), “Non-US Based”). The relevant entity that you enter into this agreement with is known in these Broker ToS as “we,” “our” or “us”.

The parties hereto shall each be independent contractors in the performance of their obligations under these Broker 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 Broker ToS shall be construed as limiting in any manner Ventra7’s marketing and distribution activities, or its appointment of agents or representatives of any kind.

Broker will not make any public announcements relating to the Broker Partnership Program     or the Broker ToS without the prior written consent of Ventra7. Notices under these rules shall be sufficient only if in writing and sent by confirmed email to Brokers@Ventra7.com, in the case of Ventra7, or the email address Ventra7 has on file, in the case of Broker. Headings and captions used in these rules are for convenience only and are not to be used in the interpretation of these Broker ToS. If any provision of these Broker 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 Broker ToS otherwise remain in full force and effect and enforceable. These Broker 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 Broker ToS and all past dealing or industry custom. In the event of any conflict between these Broker ToS and the terms of any other agreement between the parties, the terms of these Broker ToS shall govern and control. No provision of right or privilege under these Broker 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 Broker 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 Broker ToS may only be modified by an instrument in writing executed by Ventra7.

Questions? Reach out to Broker Partnerships at Brokers@Ventra7.com.