For Warehouse Owners
Warehouse Partner Agreement
Version: 1.0
Effective: April 11, 2026
Governs: Warehouse Listings on Empty Space
This agreement contains [BRACKETED] placeholders for Empty Space's legal entity name, state of formation, entity type, and dispute venue. Fill those in and remove this banner before any owner clicks through this on a live environment. Questions? hello@emptyspace.ai.
This is the binding agreement between you (as a warehouse owner listing space) and Empty Space. In short:
This summary is for convenience only. The numbered sections below are the binding terms and they control if there's any conflict.
THIS WAREHOUSE PARTNER AGREEMENT (this "Agreement") is entered into effective as of the date Owner accepts it electronically (the "Effective Date") between [EMPTY SPACE LEGAL ENTITY NAME], a [STATE] [ENTITY TYPE] ("Empty Space") and the warehouse owner identified at sign-up ("Owner"), and/or its affiliates, successors and permitted assigns.
WHEREAS, Empty Space operates an online marketplace that markets industrial and warehouse space to businesses seeking such space and maintains the technology, marketing, and operational capability necessary to do so;
WHEREAS, Owner owns or controls warehouse, industrial, or related space and desires to utilize Empty Space's marketplace to reach prospective tenants and increase its current volume of rental business (the "Owner's Services");
WHEREAS, Empty Space desires to refer prospective tenants to Owner subject to the terms and conditions of this Agreement; and
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:
This Agreement commences on the Effective Date and continues for one (1) year (the "Initial Term"), and shall automatically renew for successive twelve (12)-month periods ("Additional Term(s)") under the same terms and conditions until earlier terminated (collectively, the "Term").
Either party may terminate this Agreement for convenience at any time by giving at least sixty (60) days' prior written notice to the other party. Either party may terminate this Agreement immediately in the event the other party has materially breached this Agreement and such breach has not been cured within thirty (30) days of receipt of written notice specifying the breach.
Owner may additionally remove any individual listing from the marketplace at any time through the owner dashboard. Removing a listing does not, by itself, terminate this Agreement or extinguish commission obligations on Referred Tenants (as defined below) already under lease.
Empty Space agrees to market Owner's listing(s) on the Empty Space marketplace and to facilitate introductions between Owner and prospective tenants who discover Owner's listing through the marketplace (the "Services").
A "Potential Tenant" means any individual or business entity that submits a booking request, inquiry, or other expression of interest to Owner through the Empty Space marketplace. Empty Space does not warrant that any Potential Tenant will enter into a lease with Owner.
A "Referred Tenant" means any Potential Tenant that, as a direct or indirect result of being introduced to Owner through the Empty Space marketplace, subsequently enters into a lease, license, storage agreement, service agreement, or similar contract (whether written or oral) with Owner for Owner's Services.
Empty Space shall not have any right to enter into contracts with any Potential Tenant or Referred Tenant on behalf of Owner. All lease, license, or service agreements for Owner's Services shall be between Owner and the Referred Tenant directly.
Owner reserves the sole right to accept or reject any Potential Tenant for any lawful reason or no reason. Owner is and remains responsible for all tenant vetting, underwriting, lease negotiation, insurance verification, and property management decisions.
In consideration for the Services, Owner shall pay Empty Space a commission equal to five percent (5%) of the Commission Base (defined below) actually received by Owner from each Referred Tenant (the "Commission").
For purposes of this Agreement, the "Commission Base" means the base rent paid by a Referred Tenant to Owner under the lease, license, or service agreement between Owner and the Referred Tenant. The Commission Base expressly excludes:
The Commission applies only to Referred Tenants. It does not apply to tenants Owner acquired through its own channels or that Owner had a prior documented business relationship with before they engaged with the Empty Space marketplace.
Commission payments are earned on a pay-when-paid basis: the Commission is due only on amounts actually received by Owner from a Referred Tenant. Commissions shall be paid to Empty Space monthly, no later than thirty (30) days after Owner's receipt of the underlying rent payment from such Referred Tenant (the "Payment Due Date").
In the event Owner fails to make a timely Commission payment, the overdue amount shall bear interest at a rate of one percent (1%) per month (twelve percent (12%) per annum), or the highest legal rate, whichever is lower, until paid in full. Non-payment that continues for thirty (30) days after written notice from Empty Space constitutes a material breach under Section 1.
Empty Space will provide Owner with monthly statements through the owner dashboard detailing each Referred Tenant, the reporting period, the base rent received, and the Commission calculated. Owner shall have fifteen (15) days from receipt of a statement to dispute any line item in writing. Undisputed amounts must be paid by the Payment Due Date notwithstanding any dispute.
Upon reasonable request (not more than twice per calendar year), Owner shall provide Empty Space with a summary report for each Referred Tenant showing (a) base rent invoiced, (b) base rent actually received, and (c) the effective lease dates. Empty Space agrees to treat such reports as Confidential Information under Section 10.
Empty Space's audit rights survive termination of this Agreement for so long as any Commission remains payable, plus six (6) months thereafter. Empty Space has no right to inspect financial records unrelated to Referred Tenants.
Upon termination of this Agreement, any Commission earned prior to the date of termination shall be paid to Empty Space under the same terms set forth in Section 4.
Lifetime Commission. After termination, Owner shall continue to pay the Commission on base rent received from each Referred Tenant for the entire duration of that Referred Tenant's business relationship with Owner, regardless of when this Agreement terminates. The Commission obligation on a given Referred Tenant ends only when that Referred Tenant's lease with Owner ends and is not renewed, extended, or replaced by a new agreement covering the same or similar space.
Owner retains full discretion over its own customer relationships at all times. Nothing in this Agreement restricts Owner's right to terminate, renegotiate, or decline to renew a lease with any Referred Tenant for any lawful reason, including without limitation tenant default, nonpayment, breach, fraud, illegality, safety concerns, or commercial judgment. Owner is asked (but not required) to notify Empty Space within a reasonable time if a lease with a Referred Tenant ends, so that the Commission statement can be updated.
Upon termination of this Agreement, each party shall return or destroy the other party's Confidential Information in its possession, subject to customary backup and legal-hold exceptions.
Nothing in this Agreement shall be deemed to create a partnership, joint venture, agency, employer-employee, or franchise relationship between the parties. Each party acts as an independent contractor. Empty Space is not a party to any lease between Owner and a Referred Tenant and assumes no landlord or property-management obligations.
Owner Content. Owner retains ownership of all photos, descriptions, pricing, and other listing content Owner submits to the marketplace ("Owner Content"). Owner grants Empty Space a non-exclusive, worldwide, royalty-free license to host, display, adapt, and promote the Owner Content on the marketplace and in related marketing, for the duration of the Term and for a reasonable wind-down period thereafter.
Owner represents that it has all necessary rights to the Owner Content and that the Owner Content does not infringe any third-party rights. Owner will remove or update any Owner Content that becomes inaccurate.
Empty Space IP. Empty Space retains ownership of the marketplace platform, its trademarks and logos, and any tools, reports, or templates it provides to Owner ("Empty Space IP"). Empty Space grants Owner a limited, non-exclusive, revocable license to use Empty Space's logo and marketplace name in good-faith marketing that promotes Owner's listed space, subject to Empty Space's brand guidelines.
This Agreement is non-exclusive. Owner is free to list its space on other marketplaces, work with brokers, and pursue tenants through any other channel. Empty Space is free to work with any number of other warehouse owners, including direct competitors of Owner.
Each party (the "Receiving Party") agrees to keep confidential any non-public information disclosed by the other party (the "Disclosing Party") that is marked or reasonably understood to be confidential, including tenant lists, rent rolls, pricing, platform analytics, and business plans ("Confidential Information"). The Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement and shall protect it with the same degree of care it uses for its own confidential information, but no less than reasonable care.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party; (c) was independently developed by the Receiving Party without reference to the Confidential Information; or (d) is required to be disclosed by law, court order, or regulatory process, provided the Receiving Party gives the Disclosing Party reasonable advance notice where legally permitted.
This Section 10 shall survive termination of this Agreement for three (3) years.
During the Term and for a period of twelve (12) months thereafter, neither party shall intentionally structure a transaction with a Referred Tenant in a manner designed to avoid Commission obligations under this Agreement, nor attempt to induce a Referred Tenant to terminate a lease with Owner for the purpose of re-routing the tenant to a competing marketplace or directly to the other party.
For clarity, ordinary lease renewals, extensions, expansions, or natural non-renewals that occur in the ordinary course of business are not prohibited, and neither party is required to preserve a business relationship with a Referred Tenant that has failed to perform or is otherwise not a good commercial fit.
Each party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other party and its officers, managers, employees, and agents (the "Indemnified Party") from any third-party claims, losses, damages, liabilities, and reasonable attorneys' fees arising from: (a) the Indemnifying Party's material breach of this Agreement; or (b) the Indemnifying Party's gross negligence, willful misconduct, or violation of applicable law.
Owner additionally indemnifies Empty Space for claims arising from the condition of the physical warehouse space, the performance of Owner's Services, or disputes between Owner and a Referred Tenant under their lease. This Section 12 survives termination of this Agreement.
Mutual cap. Except for each party's indemnification obligations under Section 12, breach of Section 10 (Confidentiality), or liability that cannot be excluded by applicable law, in no event shall either party be liable to the other for any special, exemplary, indirect, incidental, consequential, or punitive damages, including lost profits, lost revenue, or cost of replacement, arising out of or relating to this Agreement, regardless of the form of action.
Each party's aggregate liability under this Agreement shall not exceed the greater of (a) the total Commissions actually paid or payable under this Agreement during the twelve (12) months preceding the event giving rise to the claim, or (b) one thousand U.S. dollars ($1,000).
This Agreement is personal to the parties and shall not be assignable by either party without the prior written consent of the other party, except that either party may assign this Agreement without consent in connection with a merger, reorganization, sale of all or substantially all of its assets, or change of control, provided the assignee assumes all obligations in writing. Any prohibited assignment is null and void.
If any provision of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, that provision shall be severed and the remaining provisions shall remain in full force and effect, provided the original commercial intent is preserved in all material respects.
This Agreement, together with the Empty Space Terms of Service and Privacy Policy, embodies the entire agreement between Owner and Empty Space with respect to the subject matter hereof and supersedes all prior agreements and understandings on the same subject matter.
Section headings are provided for convenience only and do not modify the terms.
In any dispute arising under this Agreement that reaches binding adjudication, the substantially prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party, as determined by the arbitrator or court.
This Agreement is governed by and shall be construed in accordance with the laws of the [STATE OF EMPTY SPACE FORMATION], without regard to its conflict of laws principles.
(a) Good-faith negotiation. Any controversy arising under this Agreement that the parties cannot resolve within thirty (30) days of written notice shall first be directed to non-binding mediation.
(b) Mediation. The parties shall select a mediator by mutual agreement within fifteen (15) days of the mediation request. If the parties cannot agree on a mediator, either party may request that the American Arbitration Association (AAA) appoint one. Mediation costs shall be split equally between the parties. Mediation may be conducted remotely.
(c) Arbitration. If the dispute is not resolved within thirty (30) days of the commencement of mediation, it shall be finally settled by binding arbitration under the Commercial Arbitration Rules of the AAA by a single arbitrator appointed under those rules. The arbitration shall be seated in [CITY, STATE], or conducted remotely by mutual agreement. The arbitrator's determination is final and binding and may be entered as a judgment in any court of competent jurisdiction.
(d) Waiver of jury trial. To the extent any dispute is adjudicated in court rather than arbitration, the parties expressly waive any right to a trial by jury.
(e) Injunctive relief carve-out. Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief from a court of competent jurisdiction to protect its Confidential Information or Intellectual Property rights pending arbitration.
All notices under this Agreement shall be in writing and delivered by email. Notices are deemed delivered when sent, provided no bounce or delivery failure is received.
To Empty Space: hello@emptyspace.ai
To Owner: the email address on file with Owner's account, which Owner shall keep current.
Owner accepts this Agreement electronically by checking the "I agree" box and submitting the owner registration form on Empty Space. Owner represents that the individual submitting the form is duly authorized to bind the legal entity identified at sign-up. Empty Space will record the version of this Agreement, the date and time of acceptance, the IP address from which acceptance was submitted, and the user-agent of the accepting browser.
Electronic acceptance has the same legal force and effect as a handwritten signature under applicable electronic signature laws, including the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and state equivalents.