Terms and Conditions
TERMS AND CONDITIONS
Effective February 15, 2021
General Terms and Conditions
1. Service Restrictions and Conditions. Member will not offer to any party in the Centre or the Building any of the services that are offered under the Intelligent Office brand to its Members now or in the future except as agreed in writing by IO. For purposes of this Agreement, the term “IO” means the Intelligent Office franchisee and/or its business entity identified in the Member Agreement. Member will use only telecommunications systems and Services as provided by IO, and not from any other sources or providers.
Member acknowledges that due to the imperfect nature of verbal, written and electronic communications, IO shall not be responsible for damages, direct or consequential, which may result from the failure of IO to furnish any service, including, but not limited to, the service of conveying messages, communications and other utility or services required under this Agreement or agreed to by IO.
The Member expressly agrees to waive, and agrees not to make any claim for damages, direct or consequential, arising out of any failure to furnish any utility, service or facility, any error or omission with respect thereto, or any delay or interruption of the same.
The Member acknowledges that IO will comply with Canada Post Corporation’s rules and regulations regarding Member mail and, upon termination of this Agreement, it will be the Member’s responsibility to notify all parties of termination of the use of the above described address.
2. Termination. We may immediately suspend Services or immediately terminate this Agreement in the following circumstances:
(i) Breach of this Agreement by Member or any person affiliated with Member (i.e., a person who uses the Centre under your membership);
(ii) Upon termination, expiration or any loss of our rights in the Centre;
(iii) If there remain fees past due but unpaid after notice to you and an opportunity to cure the late payment, which cure period need not be more than 10 days;
(iv) If you or anyone affiliated with you fail to comply with the rules and regulations of the Building, and the Policy and Standards documents, or any other policies or instruction provided by us or applicable to you;
(v) At any other time, in our sole and unfettered discretion, we determine it is appropriate to do so on not less than 24 hours’ notice.
In the event of termination of this Agreement pursuant to the above, you will remain liable for past due amounts, and we may exercise our rights to collect past due or future payments (through the end of the then-current Term), despite termination or expiration of this Agreement. Upon such termination or expiration of this Agreement, a Member or affiliate of a Member will no longer receive the Services and is no longer authorized to access the Centre or any other Centre upon the earlier of the termination or expiration of this Agreement; your removal of such affiliated person from access under your membership, or our notice to you that such affiliated person’s access has been suspended or terminated pursuant to this Agreement. We may withhold or terminate Services of persons affiliated with a Member for any of the foregoing reasons, and in such circumstances, this Agreement will continue in full force and effect for the Member except for the exclusion of the relevant person.
3. Termination of Mail Services. If the Member discontinues any mailing address related service, the Member agrees to remove the Centre’s address from its public records described in the terms and conditions, documentation (including its incorporation and constating documents in the case of Business Identity Live services), websites and any other public place the address may have been used by the Member, as applicable. If the Member fails to remove the Centre’s address from incorporation and constating documents, websites or other public places within 30 days of termination or expiration, then the Member will be obligated to pay IO $100 per month for each month the address services continue to be used beyond contract termination or expiration date.
(i) Canada Post Corporation. Intelligent Office and its Members must comply with all applicable Canada Post laws and regulations concerning the delivery and receipt of mail.
(ii) For Members that purchase Facilities Only or Mail Only services, Member must, upon request, complete and sign any IO or Canada Post authorization form or documentation required to forward mail and packages at the Centre. Intelligent Office may disclose the Membership Agreement to the Canada Post, law enforcement and other governmental agencies, as well as others to whom it is lawfully required to do so.
(iii) The delivery address for all mail sent to the Member at the Centre must be presented as follows:
a. Line 1 - the Member's name or other identification;
b. Line 2 - Street number; and
c. Line 3 - City, Province and postal code
Canada Post may return improperly addressed mail to the sender.
(iv) After the expiry of the Term or termination of the Membership Agreement, Intelligent Office will return to the sender all mail addressed to the Company that is received by the Centre. At the expiry of the Term or termination of the Membership Agreement, the Member must notify all relevant parties of its new address. An exit package option is available from IO for up to 90 days to allow a smooth transition of mail services after expiry of Term or termination of the Membership Agreement.
4. Notice of Renewal/Termination. For term-based memberships, you must provide written notice of your intent not to renew at least 90 days prior to the expiration of the then-current Term for Dedicated Office or co-working services and 60 days’ prior written notice to the expiration of the then-current Term for other services All Recurring Monthly Services will be subject to the pricing adjustment set forth on the Summary Information page of this Agreement. Notwithstanding the foregoing, for those Members on a month-to-month Term, you must provide written notice of your intent not to renew at least 30 days prior to the expiration of the then-current Term. Recurring fees for month-to-month terms are subject to pricing adjustments on 30 days notice.
5. Payments and Escalations. Your invoice for Services will be sent by the 1st of the month and you agree to pay the amounts contained therein, including the Recurring Monthly Fee and all applicable sales, use, excise and value added tax thereon (including GST/HST). If the 1st falls on a weekend, you will receive your invoice on the preceding Friday. All payments are due by the 10th of the month. Monthly invoices/statements include recurring charges billed in advance and variable expenses for the month prior. Mailed billings are subject to an additional fee. Overdue payments are subject to a per month late fee and interest. Returned checks and declined EFT's are subject to a return fee of not less than $25.00 per returned check/declined ETF. Overdue payment fees and Returned check/declined EFT fees are cumulative. You must immediately inform us of any changes to your contact information. A $3.00 per month charge will be added for mailed billings. Overdue payments shall be subject to a five percent (5%) late fee and a two percent (2%) per month finance charge beginning 30 days from the payment due date.
If the term shall not commence on the first day of a month or end on the last day of a month, fees for any such month shall be prorated. All amounts payable hereunder shall be payable at the office of IO identified in this Agreement or to such other location or to any agent designated in writing by IO. The parties agree that such late charges are fair and reasonable compensation for costs incurred by IO where there is default in any payment due under this Agreement. Multi-year licenses are subject to annual increases equal to the greater of the CPI (Consumer Price Index) increase for the province where the Centre is located, but in no event will be less than five percent (5%) annually. Month-to-month licenses are subject to annual increases equal to the greater of the CPI increase for the province where the Centre is located, but will in no event be less than five percent (5%) annually and will be applied to the standard rental rate before the month-to-month premium is added. Fees may be increased in an amount above the minimums described above upon 30 days’ notice before the end of the then current Term.
6. Refundable Retainer. Upon the execution of this Agreement, Member shall pay IO or its agent the Refundable Retainer. The Refundable Retainer need not be kept separate and apart, and no interest shall be paid thereon. In addition to the Refundable Retainer, Member will, upon execution hereof, pay to IO the Monthly Fixed Fee for Base Services plus the Monthly Fixed Fee for Member Services for the full month.
Member agrees that the Refundable Retainer shall not be used by the Member as payment for any fees due for the last month of the Term. In the event Member defaults in the performance of any of the terms hereof, IO may terminate this Agreement and the rights herein granted and may also use, apply or retain the whole, or any part of the Refundable Retainer for the payment of any service fee or any other payment due hereunder, or for payment or any other sum which IO may spend by reason of Member’s default. If Member shall, at the end of the Term of this Agreement, have fully and faithfully complied with all of the terms and provisions of this Agreement and, as applicable, surrendered all keys, access cards and building passes. The Refundable Retainer or any balance thereof shall be returned to Member within forty five (45) days after the end of the Term, subject to deductions for the cleaning fee set forth in “Dedicated Offices - Section 37,” as well as damage to the premises or equipment. The Refundable Retainer may include a damage deposit as specified in the Membership Agreement. Notwithstanding the foregoing, in the event that Member cancels any or all Services within the first 12 months, IO may, at its option, retain the Refundable Retainer.
7. Collections. Member agrees that any collection action taken by IO to recover fees under this Agreement may be brought in the province in which the Centre is located. In the event of a successful collection action by IO, Member agrees to pay all reasonable and related legal fees and costs.
8. Rules of House, Business Conduct and Decorum. In addition to any rules and regulations of the Building, the Policy and Standards documents, or any other rules, policies and/or procedures that are specific to the Centre used by you, you acknowledge and agree that:
(i) We will provide notice of any changes to Services, fees or other updates via email to you. It is your responsibility and obligation to read those emails and to ensure your affiliates are aware of any changes, regardless of whether we notify them or you directly.
(ii) For security reasons, we may regularly record certain areas in the Centre via video, but we have no obligation to do so.
(iii) IO common area facilities are for use by all of our members and guests unless otherwise instructed by us and are for temporary use and not as a place for continuous, everyday work.
(iv) We are not responsible or liable for any mail or packages received without a Centre employee’s signature indicating acceptance.
(v) You hereby grant to us a non-exclusive, nontransferable license to use your or your Member Company or brand name and/or logo in connection with identifying you as a Member in or on any advertising, video, newsletter, Internet marketing, website, social media venue or similar materials. You warrant that your logo and brand name do not infringe upon the rights of any third party and that you have full authority to provide this consent. You may terminate this consent on a go-forward basis at any time by providing us with 30 days’ prior written notice.
(vi) You will provide us with reasonable notice of and complete all required paperwork, reservations, and obtain our permission prior to hosting any event at the Centre.
(vii) If alcohol consumption is permitted in connection with an event at the Centre, you are solely and fully responsible for ensuring that alcohol is consumed responsibly by you, your affiliates and guests and that no alcohol is consumed by you, your affiliates or guests that are younger than the applicable legal age for consumption of alcohol in the jurisdiction where the Centre is located. You may be required to provide proof of appropriate insurance covering liability for consumption of alcohol at the Centre.
(viii) You and any affiliate of yours must be at least 18 years of age.
(ix) Keys, key fobs, key cards or other similar items used to access the Centre or your Dedicated Office, if applicable, remain our property. You will, and you must, cause any of your affiliates to safeguard our property and you must promptly notify us and be liable for replacement fees if any such property is lost, stolen or destroyed. You may not make any copies of any of these items or lend, share or transfer any of these items to or with any third party, unless authorized by us in advance. You may not install any locks to access the Dedicated Office space, if applicable, or anywhere within the Centre unless authorized by us in writing in advance.
(x) You and your affiliates’ electronic equipment and devices (including, but not limited to, computers, tablets, mobile devices and any other similar items) must be kept up to date with the latest software updates provided by the software vendor and kept clean of any spyware, malware, trojans, worms, viruses or anything that is designed to perform malicious, intrusive or hostile operations. We reserve the right to remove any device from our networks or users until the threat is remedied.
(xi) Except for normal wear and tear, you are responsible for any damage to the Dedicated Office space and to IO common area facilities and any other area of the Centre (if damage to the other area is caused by you). You are responsible for repair or replacement fees for any damage (except normal wear and tear) caused to any items provided to you by us for temporary use or if such item is lost, stolen or destroyed.
(xii) You may not perform, cause or permit any activity or thing that is reasonably likely to be disruptive or dangerous to us or any other member, or our or their employees, contractors, guests or property, including, without limitation, the OnDemand spaces, Dedicated Office space, if applicable, or the Centre.
(xiii) You must not use the Services, any and all of the Centre facilities, including Dedicated Office, to conduct or pursue any illegal or offensive activities or conduct or represent oneself in a similar manner to the community. All Members and affiliates of a Member must act in a respectful manner towards other members and our and their employees, contractors and guests.
(xiv) You must not misrepresent yourself to us or other members, in person or otherwise.
(xv) You must not copy or use any information (whether or not confidential) or intellectual property belonging to us or other Members or their affiliates, contractors or guests, including, but not limited to, confidential information, proprietary information, work product, trade secrets, personally identifiable information, likenesses, voices, business names, trademarks, service marks, logos, trade dress, patents, any other identifiers or other intellectual property, or modified or altered versions of the same, and this provision will survive termination of this Agreement.
(xvi) You may not film within the Centre, including within your Dedicated Office, if applicable, without completing all required paperwork and receiving prior express written consent from us.
(xvii) You may not use the Dedicated Office, if applicable, or the Centre for any retail, medical or other capacity involving frequent visits by members of the public, or as a residential living space or for any exclusively non-business purpose. Provided, however, you may be permitted to use the Dedicated Office for purposes that require visits by members of the public only with IO’s prior express written consent.
(xviii) You may not use our mail and delivery services for any unlawful or fraudulent purpose. We shall not be liable for any such use and you will forever, fully and unconditionally indemnify and defend us from any such liability. This provision will survive termination of this Agreement.
(xix) You may not allow any guest(s) to enter the Building where the Centre is located or the Centre without registering the guest(s) and performing any additional requirements in accordance with our policies.
(xx) You may not operate any equipment at the Centre that has a higher heat output or electrical consumption than is typical in a personal office environment, or places an excessive strain on our electrical, IT, HVAC or structural systems without our prior approval. You agree and consent to our determination of appropriateness of equipment in our sole and unfettered discretion.
(xxi) You may not bring any weapons of any kind or any other offensive, dangerous, hazardous, flammable, inflammable or explosive material into the Dedicated Office space or the Centre.
You are responsible for ensuring that your affiliates, employees, contractors and guests comply with all Rules of the House, Business Conduct and Decorum, and with all applicable rules and regulations of the Building, the Policy and Standards documents, or any other rules, policies and/or procedures, and you agree that in the event of any penalty or fine resulting from the breach of any of the above, that you will be responsible for paying such penalty or fine.
9. Solicitation. Each party to this Agreement recognizes that the other party’s employees, including its employees’ loyalty and service, constitute a valuable asset. Therefore, unless specifically prohibited by municipal, provincial or federal statute, law or regulation, beginning on the Commencement Date and throughout the Term and for one year following its expiration or termination for any reason, neither party shall, without the other party’s prior written consent, directly or indirectly solicit for employment (or engagement as a consultant), any employee of the first party both during their employment and for a period of one year after the end of their employment. The parties agree that this restriction will apply regardless of the circumstances under which the employment ended. The parties agree that determination of the damages of violation of this section are difficult or impossible to accurately estimate. Therefore, the parties agree that the liquidated damages set forth herein represent parties’ best estimate of such damages, and that the parties believe such liquidated damages are a reasonable estimate of such damages. The parties expressly acknowledge that the foregoing liquidated damages are intended not as a penalty, but as fully liquidated damages in the event of breach of this provision and as compensation for the non-breaching party's inability to receive the benefits of continued services of its employee, plus the replacement and training costs for a replacement. The parties agree that a reasonable estimate of damages is an amount equal to 70% of the annual salary of such employee. This amount is based on recruiting costs which can be 30% of the annual salary or more, plus several months of training and lower productivity, plus the cost of disruption to our business.
10. Waiver of Claims. To the extent permitted by law, you, on your own behalf and on behalf of your affiliates, employees, agents, guests and invitees, waive and release us from any and all claims and rights against us and our landlords at the Centre and our franchisor, affiliates, parents and successors and each of our and their employees, assignees, officers, agents and directors (collectively, the “IO Parties”) resulting from injury or damage to, or destruction, theft or loss of, any property, person or pet, except to the extent caused by the gross negligence, willful misconduct or fraud of the IO Parties.
11. Indemnification. You will indemnify the IO Parties from and against any and all claims, including third party claims, liabilities and expenses, including reasonable legal fees, resulting from any breach or alleged breach of this Agreement by you or your affiliates or your or their guests, invitees or any of your or their actions or omissions, except to the extent a claim results from the gross negligence, willful misconduct or fraud of the IO Parties.
12. Limitation of Liability. To the extent permitted by law, the aggregate monetary liability of any of the IO Parties to you or your affiliates, employees, agents, guests or invitees for any reason and for all causes of action will not exceed the total Recurring Monthly Fees paid by you to us under this Agreement in the twelve (12) months prior to the claim arising. None of the IO Parties will be liable under any cause of action for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption. You acknowledge and agree that you may not commence any action or proceeding against any of the IO Parties, whether in contract, tort or otherwise, unless the action, suit or proceeding is commenced within one (1) year of the cause of action’s accrual. Notwithstanding anything contained in this Agreement to the contrary, you acknowledge and agree that you shall not commence any action or proceeding against any of the IO Parties other than the IO Party you are directly contracting with hereunder.
You are responsible for the actions of and all damages caused by all persons that you, your affiliates or your or their guests invite to enter any of the Centre, including, but not limited to, any vendors hired by you that enter the Centre. You shall not make any settlement that requires a materially adverse act or admission by us or imposes any obligation upon any of the IO Parties unless you have first obtained our or the relevant IO Party’s written consent. None of the IO Parties shall be liable for any obligations arising out of a settlement made without its prior written consent.
13. Privacy. We collect, process, transfer and secure personal data about you and your affiliates pursuant to the terms of our Privacy Policy, which can be found on our website (https://www.intelligentoffice.ca/company/privacy), and in accordance with all applicable data protection laws. Note that you are not obligated to provide us with personal information and any information collected by us will be provided by you at your own will and with your explicit consent granted herein by execution of this Agreement. You hereby: (i) undertake, where necessary, to obtain consent from such affiliate to the collection, processing, transferring and securing of data described herein; and (ii) confirm that you in fact collect and process such affiliate’s personal data in accordance with applicable law.
14. Subordination. This Agreement is subject and subordinate to our lease with our landlord of the Building and to any supplemental documentation and to any other agreements to which our lease with such landlord is subject to or subordinate. However, the foregoing does not imply any sublease or other similar relationship involving an interest in real property.
15. Assignment. Except in connection with a sale of all or substantially all of your Company (including its parent) or its assets, or in the event of a merger, acquisition or other similar transaction, you may not transfer or otherwise assign any of your rights or obligations under this Agreement (including by operation of law) without our prior consent. We may assign this Agreement without your consent.
16. Anti-Money Laundering. You hereby represent and warrant that at all times you and your Members have conducted and will conduct your operations in accordance with all laws that prohibit commercial or public bribery and money laundering (the “Anti-Money Laundering Laws”), and that all funds which you will use to comply with your payment obligations under this Agreement will be derived from legal sources, pursuant to the provisions of Anti-Money Laundering Laws. You will provide us with all information and documents that we may from time to time request in order to comply with all Anti-Money Laundering Laws.
17. Anti-Corruption Laws. Neither you nor any of your Members, directors, officers, employees, agents, subcontractors, representatives or anyone acting on your behalf: (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 IO 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, in connection with this Agreement, the Services or the Office Space. For purposes 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.
18. Severable Provisions. Each provision of this Agreement shall be considered severable. To the extent that any provision of this Agreement is prohibited or otherwise limited, this Agreement shall be considered amended to the smallest degree possible in order to make the Agreement effective under applicable law.
19. Notices. Any and all notices under this Agreement will be given via email and will be effective on the first business day after being sent. All notices will be sent via email to the email addresses specified on the Summary Information Form, except as otherwise provided in this Agreement. IO may send notices to either (or both) the Member or the Authorized Signatory, as IO determines in its reasonable discretion. Notices related to the physical Dedicated Office, Centre, you, other members or other issues in the Centre should be sent by the Member. Notices related to this Agreement or the business relationship between you and IO should be sent by your Authorized Signatory. In the event that we receive multiple notices from different individuals within your company containing inconsistent instructions, the Authorized Signatory’s notice will control unless we decide otherwise in our reasonable discretion.
20. Entire Agreement. This is the only Agreement between the parties. No other agreements are effective. All amendments to this Agreement shall be in writing and signed by all parties. Any other attempted amendment shall be void. The invalidity or unenforceability of any provision hereof shall not affect the remainder hereof.
21. Waiver. All waivers must be in writing and signed by the waiving party. IO’s failure to enforce any provision of this Agreement or its acceptance of fees shall not be a waiver and shall not prevent IO from enforcing any provisions of this Agreement in the future. No receipt of money by IO shall be deemed to waive any default of Member or to extend, reinstate or continue the Term hereof.
22. Incorporation of Exhibits. All Exhibits and Addenda attached hereto are hereby incorporated herein. The laws of the province in which the Centre is located shall govern this Agreement.
23. Joint and Several Liability. All parties signing this Agreement as a partnership or cosigning individuals shall be jointly and severally liable for all obligations of the Member. If the Member is an entity (partnership, corporation, LLC, etc.), each person signing this Agreement on behalf of such Member hereby confirms that he/she has full legal authority to act on behalf of and bind such Member to this Agreement, and if such person does not have such full authority, then that signing person hereby agrees to be jointly and severally liable for all obligations hereunder of the Member.
Notwithstanding anything to the contrary contained herein, Member shall look solely to the interest of IO in IO’s underlying lease with the landlord for the Building for the satisfaction of any of Member’s remedies with regard to the payment of money or otherwise, and no other property or assets of IO shall be subject to levy, execution or other enforcement procedures for the satisfaction of Member’s remedies or with respect to the Agreement, the relationship of the parties to this Agreement, or Member’s use of the Centre, such exculpation of personal liability to be absolute.
24. Force Majeure. Neither party will be liable for any failure or delay in performing an obligation under this Agreement that is due to any of the following causes to the extent beyond its reasonable control: acts of God or natural disaster (such as, but not limited to, violent storm, cyclone, hurricane, tornado, blizzard, earthquake, volcanic activity, landslide, tidal wave, tsunami, flood, damage or destruction by lightning, drought); accident, riots, war, terrorist act, epidemic, pandemic, quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of Internet service provider, natural catastrophes, national or regional emergencies; governmental acts or omissions, changes in laws or regulations, national or local strikes, fire, explosion, generalized lack of availability of raw materials or energy; or any other cause, whether similar in kind to the foregoing or otherwise. For the avoidance of doubt, Force Majeure shall not include a party's financial inability to perform its obligations hereunder, nor does this section apply to negate or delay any payment obligation whether on account of a public health crisis such as COVID-19 or otherwise.
25. No Brokers. Member represents and warrants to IO that there are no agents, brokers, finders or other parties with whom Member has dealt who are or may be entitled to any commission or fee with respect to this Agreement except for those disclosed in writing prior to signing this Agreement. Member will be responsible for fees associated with any undisclosed broker.
26. Services. IO agrees, in consideration for timely payment of the Recurring Monthly Fee and other applicable fees, to provide services to Member as itemized on Page 1 of this Agreement (“Elected Services”). In addition to the Elected Services, IO agrees to provide the following services, as applicable (together with the Elected Services, the “Services”):
(i) electricity for commercially reasonable office use;
(ii) heating and air conditioning to the Dedicated Office for normal office use in reasonable quantities during generally recognized business days;
(iii) furnishings for the Dedicated Office of the quality and in the quantity typically provided to other members with similar office space, workstations, and/or other workspace, as applicable, in the Centre;
(iv) access to and use of a shared Internet connection in accordance with the terms and conditions of that use;
(v) use of printers, copiers and/or scanners available to our members in accordance with the terms of the Agreement which may include additional usage charges;
(vi) Use of Conference rooms and other business services on demand (subject to availability) at the Centre's Member rates.
(vii) use of the conference rooms in the Centre and use of conference rooms in any other Centre during regular business hours, in each case subject to availability, your prior reservation of such conference rooms, and payment of the applicable standard fees; and
(viii) reasonable non-exclusive use of IO common area facilities, including kitchens and beverages made available to our members.
All Services are subject to the Terms and Conditions of this Agreement, the rules and regulations of the Building and lease terms with the Building’s landlord, and the Policy and Standards documents. Member shall use the Dedicated Office and auxiliary areas of the facilities solely for general office use in the conduct of the Member’s business. You may add services by filling out an Additional Service Election Form attached as Exhibit B. Upon execution of Exhibit B, the newly-elected services will be included in your Services and the new Recurring Monthly Fee (plus an applicable one-time charge) specified in Exhibit B – Service Modification Addendum.
27. Technology. IO provides shared Internet access to Members via a wireless network connection. In order to use all functionality offered by us, it may be necessary to install software onto a Member’s device or other electronic equipment. We may use a firewall, block sites or otherwise institute limitations on Internet services, and access is provided subject to these conditions and you acknowledge that these limitations may impact functionality of the Internet service. You agree not to use Internet access for any illegal purpose. If a Member requests that we troubleshoot problems a Member has with respect to printing, accessing the network connection or other issues, we will not be responsible for any damage to your equipment.
28. Relationship of the Parties. The parties hereto shall each be independent contractors in the performance of their obligations under this Agreement, and this Agreement shall not be deemed to create a fiduciary or agency relationship, or partnership or joint venture, for any purpose. You acknowledge and agree that you are entering into this Agreement for the purposes of and in the course of your trade, business and/or profession, and not as a consumer. Neither party will in any way misrepresent our relationship.
29. Terms Confidential. The financial terms of this Agreement are strictly confidential and Member agrees not to knowingly or willfully divulge this information to any other remember or potential Member of IO.
30. Dedicated Office Service. For those Members choosing to purchase Dedicated Office services, the following additional services will be included in the definition of “Services”.
(i) regular maintenance and basic office cleaning of the Dedicated Office;
(ii) heating and air conditioning to the Dedicated Office for normal office use in reasonable quantities during generally recognized business days; and
(iii) furnishings for the Dedicated Office of the quality and in the quantity typically provided to other members with similar office space, workstations, and/or other workspace, as applicable, in the Centre.
31. Office Availability. If for any reason whatsoever, and if applicable pursuant to the Member’s Elected Services, IO is unable to deliver possession of the Dedicated Office or a mutually agreed upon alternative office by the Commencement Date, IO will not be subject to any liability on account thereof and you hereby release IO from all claims and damages, direct or consequential, as a result of IO being unable to deliver possession. Nevertheless, in such circumstances, this Agreement shall remain in full force and effect and unamended so long as the failure to provide access to the Dedicated Office does not last longer than two months and in our sole discretion we either:
(i) provide you with alternate office space (which may or may not be within an IO facility) with reasonably comparable characteristics during such period and charge you the full Recurring Monthly Fee; or
(ii) not charge you that portion of the Recurring Monthly Fee related to the Dedicated Office during the period the Dedicated Office is not available to you.
Following the two-month period set forth above, if a Dedicated Office has not been provided, you may either extend the Commencement Date until the Dedicated Office becomes available or elect to cancel this Agreement, and if the Dedicated Office is not delivered to the Member within five (5) business days after written notice to IO by the Member of its election to cancel this Agreement (“Cancellation Date”), then this Agreement will be terminated as your sole remedy for such failure to provide the Dedicated Office, and in which case any prior payments related to Services to be provided after the Cancellation Date shall be fully refunded by IO to the Member.
Notwithstanding the foregoing, if the delay in providing the Dedicated Office is due to your actions or inactions or due to changes in or work to the Dedicated Office requested by you, we will not be subject to any liability related to such delay nor will such delay affect the validity of this Agreement and we shall have no obligations to provide you with the benefits described in Sections 3(i) and (ii) above for the period of the delay, and you shall not be entitled to terminate this Agreement and shall be liable for the payment of the Recurring Monthly Fees from the Commencement Date onwards and all other terms and conditions of this Agreement.
If the Centre’s facilities are made unusable, in whole or in part by fire or other casualty not due to the negligence of Member, IO may, at its sole discretion, terminate the Agreement upon notice to Member, effective upon such casualty, or may elect to repair, restore or rehabilitate, or cause to be repaired, restored or rehabilitated, the IO facilities without expense to the Member, within 90 days or within such longer period of time as may be required because of events beyond IO’s control. The Recurring Monthly Fee for the Dedicated Office shall be abated on a pro rata basis for the period of time the Centre is unusable.
32. Office Relocation. In order to accommodate the needs of potential multiple office Members, IO will have the right, upon ten (10) days’ prior written notice, to relocate the Member to another office in the IO facilities and to substitute such other office for the Dedicated Office contracted herein, provided such other office is substantially similar in area and configuration to Member’s Dedicated Office set out on Page 1 herein, and provided the Member shall incur no increase in the total Recurring Monthly Fee or any relocation cost or expense. Where an office move is required by IO, IO will cover relocation costs and expenses of moving you to a new Dedicated Office.
33. Reserved Access Rights. We may access your Dedicated Office space, with or without notice, in connection with our provision of the Services.
34. Installations. You may not make any structural or non-structural installations (including, but not limited to, wall attachments, furniture or IT equipment) or alterations in the Dedicated Office, if applicable, or elsewhere in the Centre without prior written approval by us. You will be responsible for the entire cost of any installations or alterations, and prior the termination, cancellation or expiration of this Agreement, the cost of removal of such item and restoration of the affected area. We may deduct the cost of such activities not otherwise paid by you from the Refundable Retainer. In no event are you permitted to perform any installations, alterations or removal and restoration thereof anywhere in the Centre, including, without limitation, in the Dedicated Office, if applicable. Only a member of our staff is entitled to perform an alternation, installation, removal or restoration.
35. Controlled Substances. You may not manufacture, sell or distribute a controlled substance, including alcoholic beverages, from the Dedicated Office, if applicable, or obtain a license for such manufacture, importation, sale or distribution using the Dedicated Office or the address of the Centre.
36. Storage of Valuable Items. You will not store significant amounts of valuable goods or commodities (including currency) in the Dedicated Office, if applicable, that is not commonly kept in commercial offices. In the event you do store such items in the Dedicated Office, we will not be liable for any such loss and you waive all rights you may have to pursue us for such loss.
37. Removal of Property. Prior to the termination, cancellation, or expiration of this Agreement, by proper written notice by either party, you must remove all of your property from the Dedicate Office and the Centre. After providing you with reasonable notice, which need not be more than seven calendar days, we will be entitled to remove and dispose of any property remaining in or on the Dedicated Office or Centre after termination, cancellation or expiration of this Agreement. Further, we will have no obligation to store such property, and you waive any and all claims or demands regarding such property or our handling or disposal of such property. You will be solely responsible for paying any fees reasonably incurred by us regarding such removal. We shall have no implied obligations as a bailee or custodian, and you hereby indemnify us and agree to keep us indemnified in respect of any claims of any third parties in respect of such property. At the termination, cancellation, or expiration of this Agreement, Member will leave the Dedicated Office in as good condition as when Member first began its membership use, normal wear and tear expected. A cleaning fee of $250.00 may be charged for cleaning, painting and general maintenance for each office. IO shall have the right to show the Dedicated Office during the Term, if applicable, to prospective Members, provided IO will use reasonable efforts not to disrupt Member’s business.
38. Dedicated Office Technology Options. Wired network connections are available for an additional monthly fee. For those Members wishing to use a private wired network, we may allow you to install a firewall device for your exclusive use and access, subject to our approval, and you will be responsible for the same.
Any technical alterations, equipment, adaptations, usage or any changes involving the IO network (including installation of a firewall device) must be done by IO-designated IT personnel only. Routers, printers, phones or any other data hardware must be approved in writing by IO IT prior to usage. Many are not compatible with the IO network and will “crash” the entire system if not installed by IO IT personnel. If approved, a one-time $125 installation minimum fee, paid by Member, is required for all routers. Any Member found installing unauthorized equipment or crashing the IO system will be subject to a minimum $500 fine. Any approved technical assistance to the Member that involves IO IT personnel will be provided at a minimum. To the extent that we incur costs in the connection, installation or removal of any items described in this section that are not otherwise paid by you, we may deduct those costs from the Refundable Retainer. You shall also be responsible for any monthly fees incurred relating to your private, secured wired network.
39. Insurance. You are responsible for maintaining, at your own expense and at all times during the Term, personal property insurance and commercial general liability insurance covering you and your Members for property loss and damage, injury to your Members and your Members’ guests or pets, and prevention of or denial of use of or access to, all or part of the Centre, in form and amount appropriate to your business and in with an aggregate limit in an amount not less than one million dollars. In addition, you are responsible for maintaining, at your own expense and at all times during the Term, workers’ compensation insurance providing statutory benefits in accordance with the law and employer’s liability in an amount appropriate to your business. You will ensure that IO and the landlord of the applicable Centre shall each be named as additional insureds on your commercial general liability policy and that all insurance policies shall include a clause stating that the insurer waives all rights of recovery, under subrogation or otherwise, you may have against IO and the landlord of the applicable Centre. You shall provide proof of insurance upon our request. The limit of said insurance shall not, however, limit the liability of Member hereunder. Member agrees that failure by Member to provide such coverage increases IO’s risk of loss and may increase IO’s cost of insurance which can be charged back to said member.
40. Nature of the Agreement. The whole of the Dedicated Office remains our property and in our possession and control. We are giving you the right to share with us the use of the Dedicated Office so that we can provide the Services to you.
Notwithstanding anything in this Agreement to the contrary, you and we agree that our relationship is not that of landlord-tenant, lessor-lessee, or licensor-licensee, and this Agreement in no way shall be construed as to grant you or any affiliate any interest, title, easement, lien, possession or related land use rights in our business, the Centre, the Dedicated Office or anything contained in or on the Centre or Dedicated Office. This Agreement creates no tenancy interest, leasehold estate, or other real property interest; rather IO is providing the Member with a non-exclusive, personal and non-transferable right to share the use of workspaces at the Centre with IO and other members on the terms and conditions herein.
