Croissant, Inc. and Operator
| Effective Date | [date] |
|---|---|
| Platform | Croissant, Inc. ("Croissant" or the "Platform") |
| Operator | [Legal name; entity type; tax ID; address; notice email; authorized signer] |
| Listed Locations | [Building(s)/space(s) to be listed; may be added by Platform-recorded amendment] |
| Platform Services Fee | 10% of Client Charges collected under Space Agreements originated through the Platform, deducted monthly from payouts |
| Payout Schedule | Within 5 business days of the Platform's receipt of cleared funds (Tier 1 Operators: within 2 business days) |
| Initial Tier | Tier 2 upon verification pass (Section 8; reviewed quarterly). Founding pilot Operators are assigned Tier 1 through the first quarterly review. |
1. Definitions. "Space Agreement" means an agreement between Operator and a Client for workspace originated through the Platform, whether on the Platform's standard form (the "CSA") or on Operator's own form together with the Platform's cover terms ("Wrapper Mode"). "Client" means a customer introduced to Operator through the Platform. "Client Charges" means all recurring and one-time amounts payable by a Client under a Space Agreement, excluding Taxes and the Deposit. "Term Sheet" means the structured summary of a Space Agreement's commercial terms recorded on the Platform. "Deposit," "Refund Window," "Mandatory Terms," and other capitalized terms used without definition have the meanings given in the CSA.
2. Listings; Verification; Accuracy. Operator will create and maintain listings for the Listed Locations, including photographs, tours, inclusions, access terms, rate card, and occupancy limits, and grants the Platform a non-exclusive license to display and market them. Each listing goes live only after passing the Platform's verification review. Operator represents and warrants, as of each booking, that its listings are accurate in all material respects and that Operator holds all rights under its own lease necessary to grant Clients the rights in the applicable Space Agreement. Operator shall update listings promptly upon any material change; the Platform may suspend a listing that fails re-verification.
2A. Broker Cooperation. The Platform may cooperate with licensed real estate brokers representing prospective Clients, under separate written cooperation agreements between the Platform and such brokerages. Broker-accompanied tours are scheduled and recorded through the Platform, and a Client introduced through the Platform remains a Client for all purposes of this Agreement (including Sections 5 and 9) regardless of any broker's involvement. ANY COMPENSATION PAYABLE TO A COOPERATING BROKER IS THE PLATFORM'S SOLE RESPONSIBILITY under the Platform's broker cooperation program; Operator owes no compensation to any Platform-cooperating broker, and nothing in this Agreement obligates Operator to pay any broker with respect to a Platform-introduced Client. Operator shall not separately engage or compensate a broker with respect to a Platform-introduced Client except through a Platform-recorded writing. Each party shall indemnify the other against claims by brokers engaged by the indemnifying party. Broker involvement in a Space Agreement is disclosed on the applicable Deal Sheet.
3. Space Agreements; Standard Form; Wrapper Mode. Operator will contract with Clients on the CSA, with variations only through the CSA's permitted-variation schedule. If Operator elects Wrapper Mode for a Listed Location, Operator's form applies only together with the Platform's cover terms, and Operator agrees that THE PLATFORM'S COVER TERMS AND THE MANDATORY TERMS PREVAIL OVER ANY CONFLICTING PROVISION OF OPERATOR'S FORM. For every Space Agreement, Operator shall complete and certify the Term Sheet; Operator represents that each certified Term Sheet accurately reflects the underlying document, and acknowledges that the Platform and Clients rely on Term Sheets to operate notifications, renewals, billing, and disclosures.
4. Payment Collection Agency; Payouts. Operator appoints the Platform as Operator's limited payment collection agent solely to accept and process Client payments of Client Charges and Taxes on Operator's behalf, and the Platform accepts that appointment. Payment by a Client to the Platform is deemed payment to Operator and extinguishes the Client's obligation to the extent of the amount paid; Operator's sole recourse for amounts received by the Platform is against the Platform. Funds are processed and held through the Platform's third-party payment processor (currently Stripe Connect); the Platform will remit to Operator the Client Charges collected, less the Platform Services Fee and any amounts chargeable to Operator under this Agreement (including Section 8), on the Payout Schedule. The Platform may offset against payouts any amount Operator owes under this Agreement. Deposits are paid by Clients directly to Operator through the Platform's interface via a direct charge to Operator's own payment-processor account, and are never received or held by the Platform; Operator alone is responsible for holding, applying, and returning Deposits in accordance with the applicable Space Agreement and law, including the two-calendar-month return clock and the accelerated Refund Window return.
5. Platform Services Fee. In consideration of the Platform's marketplace, software, and administrative services — listing hosting and verification, demand generation, standardized contracting infrastructure, Term Sheet and notification systems, payment facilitation, and account tools — Operator shall pay the Platform Services Fee stated on the Cover Sheet, calculated on Client Charges collected and deducted from monthly payouts, accruing only while the applicable Space Agreement is administered through the Platform and subject to the survival rules in Section 11. THE PLATFORM SERVICES FEE IS A FEE FOR PLATFORM AND SOFTWARE SERVICES RENDERED ON A CONTINUING BASIS. THE PLATFORM DOES NOT ACT AS A REAL ESTATE BROKER OR SALESPERSON FOR EITHER PARTY, AND NO PORTION OF THE FEE CONSTITUTES A BROKERAGE COMMISSION.
6. Platform Actions as Notice. Operator agrees that actions taken by a Client or by Operator through the Platform constitute effective written notice under each Space Agreement, deemed given and received when recorded by the Platform, and that the Platform's audit log is conclusive evidence of such actions absent manifest error. Operator shall honor Platform-recorded notices (including non-renewal and Refund Window exercises) and shall not require any additional form of notice from Clients.
7. Uniform Client Protections. Operator shall honor, for every Space Agreement: (a) the Refund Window; (b) the renewal notice and rate-change notice periods; (c) the Deposit return clocks; (d) the prohibition on no-cause termination during a committed term; (e) the late-delivery remedy (the Client's right to cancel with a full refund if the Space is not delivered within [7] days after the Start Date); and (f) the Client's exit rights upon Operator's uncured material default (termination without Early Exit Charge, Deposit return, and refund of prepaid unused Charges). Operator shall also notify the Platform and each affected Client within [5] days after learning that Operator's master lease for a Building will terminate. These protections are uniform across the Platform and are Mandatory Terms.
8. Tiers; Refund Funding; Clawback. The Platform assigns each Operator a Tier based on the objective criteria set out in Exhibit A, reviewed quarterly. When a Client exercises the Refund Window, the refunded Client Charges are funded as follows: Tier 1 — borne by the Platform; Tier 2 — shared equally by the Platform and Operator; Tier 3 — borne by Operator. Operator-borne amounts are collected by offset against payouts. NOTWITHSTANDING THE FOREGOING, A REFUND RESULTING FROM OPERATOR'S MATERIAL MISREPRESENTATION IN A LISTING IS BORNE BY OPERATOR IN FULL, REGARDLESS OF TIER. Tier changes take effect prospectively upon notice; persistent refund clustering or verification failures are grounds for suspension or delisting under Section 11.
9. Non-Circumvention. During the term of this Agreement and for twelve (12) months after its termination, Operator shall not, directly or indirectly, enter into, renew, or solicit any workspace arrangement with a Client (or its affiliates) introduced through the Platform other than through the Platform. If Operator does so, Operator shall pay the Platform, for each month of the circumventing arrangement, an amount equal to the Platform Services Fee that would have applied had the arrangement been transacted through the Platform, which the parties agree is a reasonable estimate of the Platform's loss and not a penalty. This Section does not apply to clients with whom Operator had a documented pre-existing relationship before Platform introduction.
10. Data; Privacy. Client rosters, access data, and usage data are processed by Operator solely to perform Space Agreements and this Agreement. The parties will execute the Platform's data processing addendum where required (including for EU operations). Operator shall not use Client contact information for marketing without the Client's consent, and shall not sell or disclose Platform-derived data to third parties.
11. Term; Suspension; Termination; Survival. This Agreement runs for an initial term of twelve (12) months and renews for successive twelve (12)-month periods unless either party gives sixty (60) days' notice of non-renewal. The Platform may suspend listings immediately for verification failures, safety issues, payment failures, or conduct harming Clients or the Platform, and may terminate for material breach uncured fifteen (15) days after notice. Operator may terminate for material breach by the Platform uncured fifteen (15) days after notice. Termination of this Agreement does not affect Space Agreements then in effect: Operator shall perform each through the end of its then-current committed term, the payment-agency appointment and fee provisions survive for those agreements, and the Platform may assist affected Clients with rebooking. Sections 4 (as to collected funds), 5 (accrued fees), 8 (accrued clawbacks), 9, 10, 12, and 13 survive termination.
12. Indemnity; Liability. Operator shall indemnify, defend, and hold harmless the Platform and its affiliates from claims arising out of the Spaces, the Buildings, the performance or non-performance of Space Agreements, Operator's listings, or Operator's violation of law, except to the extent caused by the Platform's gross negligence or willful misconduct. The Platform shall indemnify Operator against third-party claims that the Platform's technology infringes intellectual property rights. NEITHER PARTY IS LIABLE FOR INDIRECT OR CONSEQUENTIAL DAMAGES, AND THE PLATFORM'S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE PLATFORM SERVICES FEES RETAINED BY THE PLATFORM IN THE TWELVE MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY; PROVIDED THAT THIS LIMIT DOES NOT APPLY TO THE PLATFORM'S OBLIGATION TO REMIT COLLECTED CLIENT CHARGES UNDER SECTION 4.
13. Miscellaneous. Independent contractors; nothing creates a partnership, joint venture, or (except the limited payment collection agency in Section 4) any agency. This Agreement is governed by New York law; exclusive jurisdiction and venue in the state and federal courts in New York County; EACH PARTY WAIVES TRIAL BY JURY. Assignment requires the other party's consent, except the Platform may assign to an affiliate or in a change of control. Notices via the Platform or email to the Cover Sheet addresses. Entire agreement; amendments in writing, including Platform-recorded amendments accepted by both parties; severability.
Tiers are assigned per Operator (across its Listed Locations), measured on a trailing-quarter basis, and reviewed quarterly. All metrics are published to Operators in the dashboard as they accrue; no metric is applied retroactively.
Assignment mechanics: entry at Tier 2 upon verification pass (founding pilot Operators: Tier 1 through the first quarterly review). Where metrics indicate different tiers, the lowest indicated tier applies. Tier changes are prospective from notice. Persistent Tier 3 metrics, refund clustering, or repeated verification failures are grounds for suspension or delisting under Section 11. Bracketed thresholds are provisional pending pilot data and may be recalibrated on quarterly notice.