TERMS & CONDITIONS

The GFP Real Estate™ Tenant Referral Program (the “Referral Program”) is sponsored by GFP Real Estate, LLC (“GFPRE™,” “we,” “our” or “us”). The following GFP Real Estate™ Tenant Referral Program Terms (the “Referral Program Terms”) shall govern your ability to earn Referral Fees for yourself, as well as the business entity that you represent (“Business Entity”), each as a referrer (“Referrer,” “you” or “your”) in connection with the referral of prospective new commercial tenants who lease commercial property from GFPRE™ (“Referral”). Please review the Referral Program Terms carefully. Capitalized terms that are used but not defined herein shall have the meaning set forth in the GFP Real Estate™ Terms and Conditions (“Website Terms”), as made available on the GFPRE™ website located at www.gfpre.com (the “Site”).

YOU UNDERSTAND AND AGREE THAT GFPRE™ IS NOT RESPONSIBLE OR LIABLE IN ANY MANNER WHATSOEVER FOR YOUR INABILITY TO PARTICIPATE IN THE REFERRAL PROGRAM AND/OR EARN REFERRAL FEES IN CONNECTION THEREWITH.

1. GFP Real Estate™ Agreements.

The Referral Program, and each Referrer’s participation in the Referral Program, shall be governed by all applicable GFP Real Estate™ agreements including, without limitation, the Website Terms and the GFP Real Estate™ Privacy Policy (collectively, the “GFP Real Estate™ Agreements”). These Referral Program Terms are hereby incorporated into the GFP Real Estate™ Agreements, and any and all terms and conditions contained therein shall apply to these Referral Program Terms. Without limiting the foregoing, the Sections of the Website Terms entitled, “Disclaimer of Warranties,” “Limitation of Liability” and “Dispute Resolution Provisions” shall all govern these Referral Program Terms. Where there is a conflict between the terms and conditions of these Referral Program Terms and those of the GFP Real Estate™ Agreements, to the extent that they apply to the Referral Program, these Referral Program Terms shall govern in all respects.

Please review these Referral Program Terms, and all applicable GFP Real Estate™ Agreements, carefully, prior to participating in the Referral Program. If you do not agree to the terms of these Referral Program Terms, and all applicable GFP Real Estate™ Agreements, in their respective entirety, you are not authorized to register for, or participate in, the Referral Program.

2. How to Register for the Referral Program.

In order to participate in the Referral Program and earn Referral Fees as a Referrer, you must be employed by a Business Entity that currently leases, or previously leased, commercial real estate from GFPRE™ and then complete the “Tenant Referral Form” made available on the Site.

(a) In order to complete the Tenant Referral Form, you must provide the following information about yourself: (i) full name; (ii) your work e-mail address; (iii) the name of the Business Entity that you represent; (iv) the GFPRE™ building where your Business Entity is currently (or was, as applicable) a tenant; and (v) any other information requested on the Tenant Referral Form (collectively, the “Registration Data”). In addition to the Registration Data, you must submit the following information about your prospective Referrals:

• (A) the full name of each prospective Referral;
• (B) the e-mail address of each prospective Referral;
• (C) the telephone number of each prospective Referral;
• (D) the name of the business entity where your prospective Referral is employed (“Referred Entity"); and
• E) any other information requested on the applicable form (collectively, “Referral Data,” and together with the Registration Data, the “Submitted Data”). You agree to provide true, accurate, current and complete Submitted Data and to update same, as necessary, in order to maintain it in up to date and accurate fashion.

GFPRE’s™ collection, use and disclosure of the Submitted Data shall be governed by the GFP Real Estate™ Privacy Policy. For a copy of the GFP Real Estate™ Privacy Policy, please click here.

(b) Each Referrer agrees to provide true, accurate, current and complete Submitted Data, as necessary, in order to maintain it in up to date and accurate fashion.

3. How to Generate Referrals.

You will get one (1) successful referral (each, a “Referral”) for each Referral/Referred Entity that is not yet a tenant in a GFPRE™ building, where such Referred Entity enters into a commercial lease with GFPRE™ within six (6) months (“Referral Window”) of the Referral being submitted on the Site (collectively, “Qualifying Lease Activity”). If a prospective Referral does not complete the Qualifying Lease Activity, that prospective Referral shall not be considered a valid Referral, and neither you nor your Business Entity will receive any Referral Fee for that Referral.

GFPRE™ RESERVES THE RIGHT TO INVALIDATE ANY PROSPECTIVE REFERRAL (AND INVALIDATE AND/OR REQUIRE A REFUND OF ALL ASSOCIATED REFERRAL FEES) WHERE GFPRE™ DETERMINES, IN ITS SOLE AND ABSOLUTE DISCRETION, THAT THE REFERRAL WAS GENERATED IN VIOLATION OF THESE REFERRAL PROGRAM TERMS.

GFPRE™ IS NOT RESPONSIBLE FOR TENANT REFERRAL FORMS THAT ARE ILLEGIBLE, MISDIRECTED, DAMAGED, INCOMPLETE OR INCORRECT, OR FOR ANY TENANT REFERRAL FORM FAILURE. ALL DETERMINATIONS REGARDING THE REGISTRATION OF REFERRALS, QUALIFYING LEASE ACTIVITY AND CORRESPONDING REFERRAL FEES SHALL BE MADE BY GFPRE™ IN ITS SOLE AND ABSOLUTE DISCRETION, AND WILL BE FINAL AND BINDING ON ALL PARTIES INVOLVED.

4. Referral Fees.

For each successful and valid Referral that completes the Qualifying Lease Activity, GFPRE™ shall pay:

• (a) your Business Entity a Referral Fee in the amount of fifty percent (50%) of the Square Foot Calculation (as defined below); and
• (b) you (as an individual) a Referral Fee in the amount of fifty percent (50%) of the Square Foot Calculation. For purposes of these Referral Program Rules, the “Square Foot Calculation” means One Dollar ($1.00) for every square foot that is leased from GFPRE™ by the Referred Entity in the initial lease that comprises the Qualifying Lease Activity. The Referral Fees shall be payable to you and your Business Entity, as applicable, as either a reduction in rent, or in one lump sum via check, ACH transfer or other reasonable means determined by GFPRE™. Payment of the Referral Fees shall be made within eight (8) weeks of the full execution of the commercial lease associated with the Qualifying Lease Activity.

5. Tax Information.

You and your Business Entity, as applicable, are responsible for paying any sales, use or other taxes related to any Referral Fees paid to you and your Business Entity, respectively, in connection with the Referral Program. GFPRE™ reserves the right to withhold taxes from Referral Fees, as appropriate. Without limiting the foregoing, GFPRE™ may send you and/or your Business Entity an IRS Form W-9 and 1099-MISC, or other appropriate form, as applicable, if the aggregate Referral Fees that you and/or your Business Entity receive in any calendar year is equal to or greater than Six Hundred Dollars ($600.00).

6. Requirements.

The Referral Program is available to individuals who are employed by a Business Entity that currently leases, or previously leased, commercial real estate from GFPRE™ and who have provided Referral Data via the Tenant Referral Form. GFPRE™ may terminate your participation in the Referral Program, and/or the participation of your Business Entity, and you and your Business Entity shall forfeit any Referral Fees then due and owing to you and/or your Business Entity, respectively (and refund any Referral Fees previously paid to you and/or your Business Entity, as applicable), where you and/or your Business Entity:

• (a) violate these Referral Program Terms and/or any of the GFP Real Estate™ Agreements;
• (b) violate or infringe upon the rights of any third party individual and/or entity; and/or
• (c) engage in any Prohibited Conduct (as defined below), fraudulent conduct or improper behavior in connection with your use of the Site Offerings and/or Referral Program.

7. Marketing Requirements.

In addition to, and without limiting, any and all obligations and restrictions set forth in the GFP Real Estate™ Agreements, you agree to the following “Marketing Requirements”:

• (a) The activities of you and your Business Entity in connection with generating Referrals (“Referral Program Activities”), and the materials used by you in connection with same (“Creative”), must at all times: (i) comply with all applicable federal and state laws, rules and regulations including, without limitation, the CAN-SPAM Act of 2003, as amended, the Federal Trade Commission’s report entitled, “Protecting Consumer Privacy in an Era of Rapid Change: Recommendations for Businesses and Policymakers,” as amended any and all statutes, regulations, regulatory guidelines and judicial or administrative holdings or interpretations related to consumer and/or business data privacy including, but not limited to, the California Consumer Privacy Act, Cal. Civ. Code § § 1798.100 et seq. (“CCPA”), the California Privacy Rights Act (“CPRA”), the Colorado Privacy Act (“CPA”), the Connecticut Data Privacy Act (“CTDPA”), the Delaware Personal Data Privacy Act (“DPDPA”), the Florida Digital Bill of Rights (“FDBR”), the Indiana Consumer Data Protection Act (“ICDPA”), the Iowa Consumer Data Protection Act (“ICDPA”), the Montana Consumer Data Privacy Act (“MCDPA”), the Nebraska Data Privacy Act (“NDPA”), New Hampshire’s SB 255-FN (“NHDPA”), the New Jersey Data Privacy Act (“NJDPA”), the Oregon Consumer Privacy Act (“OCPA”), the Tennessee Information Protection Act (“TIPA”), the Texas Data Privacy and Security Act (“TDPSA”), the Utah Consumer Privacy Act (“UCPA”) and the Virginia Consumer Data Protection Act (“VCDPA”); and (ii) not infringe upon any third party intellectual property or other proprietary rights
• (b) You and your Business Entity must ensure that your respective Referral Program Activities comply with the Federal Trade Commission Guidelines Concerning the Use of Endorsements and Testimonials and Native Advertising: A Guide for Businesses (the “FTC Guidelines”). Without limiting the foregoing, you and your Business Entity must prominently disclose to prospective Referrals that you shall receive Referral Fees in connection with your Referral Program Activities.
• (c) Without receiving GFPRE’s™ prior written approval in each instance, neither you nor your Business Entity shall use ANY “incentivized marketing” or establish, or cause to be established, any promotion that provides any sweepstakes entries, rewards, points or other compensation to be earned in connection with the Referral Program Activities, nor create the appearance of incentivized marketing.
• (d) For purposes of these Referral Program Terms, “Prohibited Conduct” is defined as those instances where you and/or your Business Entity engage in any of the following: (i) any Referral Program Activities via SMS, Smart Messaging, EMS, MMS or any other type of text messaging service or protocol unless pre-approved by GFPRE™ in writing in each instance; (ii) violations of the terms of service of, or Abusing, social media websites such as Facebook®, LinkedIn®, Instagram® or X® in connection with the Referral Program Activities (for purposes of these Referral Program Terms, “Abuse” shall mean spamming, sending any unsolicited mass mailing or instant messaging, using social media websites for commercial purposes (without GFPRE’s™ prior written consent), making any automated use of the applicable social media website’s systems, such as using scripts to send bulletins or other communications, or any other activity that violates the applicable terms of service); (iv) soliciting personal information from any potential Referral; (v) any unlawful commercial activities; (vi) any fraudulent or deceptive activity; and/or (vii) any conduct that GFPRE™ objects to, in writing, at least forty-eight (48) hours in advance.

8. Indemnification

You agree to indemnify and hold GFPRE™, its parent and subsidiaries, and each of their respective members, officers, directors, employees, brokers, agents, co-branders, content licensors and/or other partners, harmless from and against any and all claims, expenses (including reasonable attorneys’ fees), damages, suits, costs, demands and/or judgments whatsoever, made by any third party due to or arising out of:

• (a) the improper and/or unauthorized participation in the Referral Program by you and/or your Business Entity;
• (b) your and/or your Business Entity’s breach of these Referral Program Terms and/or any GFP Real Estate™ Agreements;
• (c) any dispute between you and/or your Business Entity and any Referral and/or other third party(ies); and/or
• (d) the violation of any rights of another individual and/or entity by you and/or your Business Entity. The provisions of this Section 8 are for the benefit of GFPRE™, its parent, subsidiaries and/or affiliates, and each of their respective officers, directors, members, employees, brokers, agents, shareholders, licensors, suppliers and/or attorneys. Each of these individuals and entities shall have the right to assert and enforce these provisions directly against you on its own behalf.

9. Modification/Termination of the Referral Program and/or Referral Program Terms.

GFPRE™ may modify these Referral Program Terms and/or terminate the Referral Program at any time, in its sole discretion, by posting amended Referral Program Terms, or a termination notice, by and through the Site, or by sending an e-mail to the e-mail addresses associated with the applicable Referrers. Such notice shall be effective immediately after it is posted or e-mailed, as applicable; provided, however, that no such modification or termination shall affect Referral Fees:

• (a) that have already been earned as of the date of the modification or termination notice; and/or
• (b) that could be earned in connection with a prospective Referral that is within the Referral Window but has not yet completed the Qualifying Lease Activity set forth in Section 3 above. If any such modification is unacceptable to you, your only recourse is to cease participating in the Referral Program.