Legal Agreement: Terms of Service

Client License Agreement and Terms of Use

 

1. Definitions:

 

Operator: Refers to one or more entities operating serviced office or coworking facilities. 

Client: Refers to a company or an individual who has subscribed to use services and/or access space from Operator.  Clients include full time licensees, virtual licensees, coworking licensees, and monthly, multi-day pass licensees.

Client Summary: Refers to the attached document which details the specific and variable elements that make this Agreement unique to Client.  If purchased online, the Client Summary includes the information contained in the Package Order Receipt and corresponding Invoice.

Users: Refers to the individuals identified to use services and access space under the Client’s Agreement.  Under the terms of this Agreement, Client can purchase plans for additional Users at any of Operator’s locations at their then current location rates.

Premises: Refers to the entire suite of offices and related support facilities managed by Operator.

 

Dedicated Space Subscription: Refers to Client’s plan that includes the licensed use of a private office or dedicated desk.

Lounge Membership and Open Coworking Subscription: Refers to Client’s plan that includes a monthly service package made up of some component of temporary desk or meeting space.

Virtual Office: Refers to Client’s plan that includes the use of our business address

Add-ons: Refers to optional services available for purchase on a per user basis.  The Add-ons may include some or all of the following (non-exhaustive list): Phone Equipment, Call Answering Services, Furniture, Beverage Services, Meeting Room Credits, Copy and Scanning, Administrative and Mail Management Services.

Add-ons are purchased and run concurrently with the Term of this Agreement.

 

Common Areas: All public space in the building which Operator resides, plus open space in Premises, including but not limited exclusively to: Upstairs Lounge, Downstairs Lounge, Reception Area, Bathrooms, and Hallways.

Client License Agreement and Terms of Use: Refers to the terms of business to which Operator and Client agree.  Referred to hereinafter as simply “Agreement.”

Notice: Refers to the email address or Premises address to which Client notification must be given.  For Operator, Notice may be given in writing to either address of the location where Client’s services are primarily provided, or emailed to the same location at info@atriumcowork.com

 

2. License:

 

License: Subject to the terms and conditions of this Agreement, Operator grants Client a non-transferable license to occupy and use the Premises (“License”) during the term of this Agreement, and Client accepts such License.

This Agreement is the commercial equivalent of an agreement for accommodations in a hotel.  The whole of the Premises remains in Operator’s possession and control.  CLIENT ACCEPTS THAT THIS AGREEMENT CREATES NO TENANCY INTEREST, LEASEHOLD ESTATE, OR OTHER REAL PROPERTY INTEREST IN CLIENT’S FAVOR WITH RESPECT TO THE ACCOMMODATIONS.  Operator is providing Client the right to share with Operator the use of the Premises on these terms and conditions, as supplemented by the House Rules (described in Section 4), so that Operator can provide the services to Client.  This Agreement is personal to Client and cannot be transferred to anyone else without the prior written consent of Operator.  Operator will not unreasonably withhold consent to assignment to a parent, subsidiary, or affiliate of Client provided that Client and assignee execute Operator’s form of agreement of Client License Agreement and Terms of Use which will require assignee to assume all Client’s obligations under the Agreement.  Such assignment will not release Client from its obligations under this Agreement.

3. Term of Agreement:

 

Initial Term: This Agreement shall commence on date specified on Client Summary, so shall the number of months agreed to for the initial term.  This Agreement does NOT terminate automatically.  Unless notice, under the timelines detailed in Section 8 below: Termination of Agreement, is received by Operator, this Agreement will be automatically extended under the terms and conditions set forth below, for successive periods equal to the initial term.  Regardless of commencement or notice date, this Agreement can only be terminated by Client at the end of a calendar month.

4. House Rules:

 

House Rules: During the term of this Agreement, Client agrees to adhere to all terms, conditions, and policies provided by Operator relating to the use of the Common Areas, Premises, including building security procedures, IT access and use procedures, maximum occupancy limitations, specific state law requirements, and other terms or procedures provided by Operator (“the House Rules”).  The House Rules, the most recent version of which is attached, may be revised and amended by Operator without the prior consent of Client, provided that Operator will provide Client notice of such revisions and/or amendments.  In the event of a conflict between the terms of this Agreement and the House Rules, the House Rules shall govern and control.

5. Office Use, Office Services, & Monthly Fees: Office Use:

 

Dedicated Space Subscription: The monthly fee for Clients who have contracted for the specific use of a uniquely identified office or a dedicated desk space includes:  a) dedicated use of a desk or office space; b) access to shared center amenities; c) janitorial maintenance, building operating expenses; and taxes; d) utilities and heating and air conditioning (where available) during “normal” business hours; and e) after-hours access to the Premises.  Clients may choose Add Ons or avail themselves of services on an a la carte basis.  Terminations or downgrading of Add-ons may only occur with notice at term.

 

Lounge Members: The monthly fee for Clients who have contracted for a Lounge Membership includes: a) access to shared center amenities; b) janitorial maintenance, building operating expenses, and taxes; c) utilities and heating and air conditioning (where available) during “normal” business hours; and e) access to the building M-F 8am-5pm.  Client may take advantage of additional service offerings on a per User, per month basis.  These services can only be terminated or downgraded with notice.

Where available and where applicable, and at a Client’s request, a one-time directory signage set up fee may be charged.  The amount charged varies depending on location.

Business Address/Mail Service:

 

When applicable, Operator will act as an agent for Client in receiving mail and reasonably sized packages when such are delivered to Client in conjunction with services to Client.  Depending upon plan, Client may be required to complete and submit to Operator a USPS Form 1583 which will become part of this Agreement and service will NOT commence prior to the completed forms being notarized, returned, and reviewed by Operator’s staff.  Any violation of USPS laws, rules, and/or regulations by Client may result in immediate termination of services by Operator.  Operator will accept mail in Client’s name, as detailed in this Agreement, and any additional, pre- agreed upon User names only.  Operator is not responsible for mail returned to sender for improper address.

Client authorizes Operator to sign for mail and packages deliverable only upon signature and agrees to pick up mail and packages in a timely manner or storage fees may apply.  Note: DBA’s or additional company names require separate CMRA forms and will incur additional charges for Address/Mail services.

Mail Management Services:

 

Mail Forwarding: Where forwarding is available and upon written instruction, Operator will forward mail and deliveries to another address by repackaging and posting the contents of Client’s mail and deliveries.  Mail and packages will not be forwarded to other 3rd party agents for delivery addresses.  Client agrees to pay for administrative costs, supplies, and postage to accommodate forwarding.  Operator is not responsible for any delay or loss of mail during the forwarding process.  International forwarding of packages is not available in all cases.

Overnight and express forwarding of packages may require Client’s account number, at the discretion of Operator.  Operator is not responsible for mail returned to sender for non-payment of service fees.

Client agrees that administrative charges will apply if Client requests, Operator’s staff to retrieve, read, or review the contents of Client’s mail.

Scanning Services: If Client choses to have Operator open and scan the contents of its mail, Client agrees that, unless specifically requested in writing to discard mail, Operator will forward the accumulated mail, one time per month, at the then published service rates.

Hourly Meeting Room and Day Office Use:

 

Client will be required to use Operator’s online booking system to reserve space.  Space is available on a first-come, first-served basis.  Cancellation of any booking must be made 24 hours prior to commencement or Client will be charged the full amount of the booking or have its credit value deducted.  All bookings will be invoiced a minimum of 30 minutes then in subsequent 15-minute increments.  An allotment of credits (to be use against hourly use of meeting rooms and open desk coworking) are available for purchase or included in some Add-ons.  Credits are NOT transferable; Client or pre-identified Users must be present at all meetings.  Overage may be charged at a discounted rate depending on Client’s service plan.

Network and Internet Connectivity:

 

Operator will provide Client with access to the internet in the form of a shared fiber gateway.  The standard shared fiber connection is available for individual internet access for all Operator’s Clients using secured VLANS for wired connectivity and standard WPA1/2 encrypted security for wireless.  The service does NOT have a firewall, proxy server or other preventative measures against outside intrusions.  Client acknowledges that the standard internet access service is provided “as is”.  Operator will not be held responsible for any security intrusions, damages or faults that occur as a result of this service.  Operator recommends that Client place the following protections on all computers connected to the service: automatic virus scanning software, installation of personal computer firewalls, shutting down computers when not in use for long periods of time, unique ID and password for each computer.

Client may not use this service to publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material, or information on or through Operator’s servers or bandwidth.  Client may not upload any information, including images or photographs, or video/film, software, content or other material protected by intellectual property laws, including, by way of example, but not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless Client owns or controls the rights thereto or has received all necessary consent to do so.  Client may not download any files that Client knows or reasonably should know cannot be legally reproduced, displayed, performed, and/or distributed in such a manner.  Client may not use the services in any way to restrict or inhibit other Clients from using and enjoying the Services.  Operator is not responsible for any data, business, or other losses that result from interruption to the internet service provided by Operator.  Client is responsible for protecting its own computers and data from electrical surges, theft, viruses, other malicious attacks, or network interruptions.

6. Monthly Fees

 

Monthly Fees: As a matter of convenience, Operator will produce a monthly invoice, which will include all Client charges as of the first day of each month.  Monthly fees for the first month of a Subscription shall be prorated on a thirty (30) day basis.  However, the last month of a Client’s Subscription will not be prorated; Client shall be responsible for the entire monthly payment of the last month of its Subscription.  All additional charges for a Client’s Subscription not paid for at the time a service is rendered (i.e. conference room time, extra day passes for staff, copies, etc.) will be billed to Client at the end of each month.  Unless agreed to in advance, all Clients must have a valid credit card on file or make ACH payment arrangements.  Operator will run all credit card transactions on the 1st calendar day of the month.  Client agrees that any errors or delays in billing for additional charges may be corrected by Operator at any time.  Client will have 30 days to dispute any charge from the date of the first invoice with disputed item.  All disputed charges must be submitted to Operator in writing.  Client agrees to pay any amount not in dispute by the due date.

Late Payment of Fees: Payment not made by close of business on 5th calendar day of each month will result in a late fee of $25.00 or 10% of the monthly fee, whichever is greater.  Monthly fees not paid by the 5th day of the month will result in door access being revoked and the Wifi accesses shut off (this applies to Hot Desk and Dedicated Desk Membership).  In addition, office members shall have ten (10) days to pay the monthly fee before door access will be recovered and Wifi accesses shut off.  Virtual Offices in default after ten (10) days will have all mail returned to sender.

Private Office Space Subscription: If Client is more than ten (10) calendar days past due, Operator shall have the right to declare Client in default.  If after three (3) working days from notification of default, full payment for fixed charges has not been received by Operator, Operator may without further notice terminate all services provided under this Agreement, including, for avoidance of doubt, denying Client access to the Premises and/or Dedicated Space.  If any part of the invoice is disputed, Client must pay the amount not in dispute by the due date, or be subject to late fees.  Any dispute must be in writing and submitted to Operator within 30-days of the due date indicated on the invoice.

Virtual Office, Dedicated Desk and Lounge Membership: If Client has not paid by the 10th calendar day of the month, with or without notice, all services will be terminated: mail will be returned to sender, and phone services and access to meeting room space will be discontinued.  Once in default, the total balance due must be paid in full and a re- activation fee of $99.00 will be assessed in order to resume services.

Declined payments:  Any check, credit card transaction, wire-transfer, or other payment method that is declined for insufficient funds or other reasons shall result in a $25.00 fee per occurrence.  Client remains subject to the timing and late fee provisions established above.  In the event that Client’s credit card is declined due to expiration, Client consents that Operator attempt, per credit card company rules, to add a date extension to the existing credit card data on file and re-run the card.

Renewal Escalations:

 

Private Office’s In the event of any automatic renewal, Operator reserves the right to raise the rent, up to 10% of the current rate, With a 30 day notice, to adjust for changes in the market value of Client’s office(s).

Virtual Office, Open Coworking and Dedicated Desk Subscriptions: Client agrees that an automatic 4% increase will be assessed annually to the monthly plan rate regardless of term or then published, new Client pricing and/or discounts.

7. Manner of Use:

 

Manner of Use: Client may use the facilities and services for legitimate business purposes only.  Client will not conduct any activity on the Premises which is forbidden by law, hazardous, or may invalidate or increase the premium of any insurance policy carried by Operator or its partners.  Client will not conduct any activity which impairs the character, quiet enjoyment, reputation, appearance or operation of the business.  Client agrees to strictly adhere to the reasonable rules and regulations mandated by Operator’s landlord and staff.  Client is responsible to ensure that its personnel and guests conduct themselves in a business-like and professional manner at all times.  Operator may immediately terminate a Client’s Agreement in Operator’s sole discretion, if Client’s employees or guests use vulgar, abusive, violent or insulting language or demonstrates aggressive behavior directed toward or observed by any of Operator’s staff or takes action to disrupt the business environment of the Premises or if Client’s business lawfulness is questioned by local, state or federal policing or regulatory authorities.

 

Damages to Premises: Client agrees to not damage, deface or alter the offices, meeting rooms, common areas, furniture, furnishings, walls, ceilings, floors or equipment or otherwise improperly use the space. If Operator is forced to make repairs due to Client’s use of the space either by its employees or guests, Client will reimburse Operator for all costs associated with repair over and above normal wear and tear.

Sexual Harassment and Discrimination: Client and its employees, agents, and guests will not engage in legally prohibited acts of sexual harassment to any of Operator’s employees.  Client and Operator agree to comply with all laws prohibiting discrimination based on a person’s sex, age, race, color, national origin, disability and/or religion and similar statues.

Confidentiality: Client acknowledges that during its participation in the use of the Premises, Client may be exposed to Confidential Information of Operator and/or other Clients.  “Confidential Information” shall mean all information, in whole or in part, that is nonpublic, confidential, or proprietary in nature.  Confidential Information includes, without limitation, information about business, sales, operations, know how, trade secrets, technology, products, employees, customers, marketing plans, financial information, services, business affairs, any knowledge gained through examination or observation of or access to the Premises, computer systems, and/or books and records of Operator or any Client, any analyses, compilations studies or other documents prepared by Operator or any Client or otherwise derived in any manner from the Confidential Information and any information that you are obligated to keep confidential or know or have reason to believe should be treated as confidential. Client’s license obligates Client to: a) maintain all Confidential Information of Operator or any other Client in strict confidence; b) not disclose Confidential Information to any third parties, including any other Client; and c) not to use Confidential Information in any way.  Operator shall have no liability arising from Client’s disclosure, whether intentional or not, of any Confidential Information shared to third parties in or about the Premises.

 

8. Termination of Agreement:

 

Termination of Agreement: Any notice required or permitted under this Agreement must be in writing addressed to Operator via email (with confirmation from Operator) or delivered to Operator at the Premises.  Client agrees that Operator’s written notice may be delivered via email or delivered to Client’s designated mailbox.

Private Office Subscription: Either party can terminate or downgrade space and services this Agreement at the end of the initial or subsequent terms No later than thirty (30) days prior to the termination date

 

In any event, the termination of this Agreement shall be effective on the last calendar day of the month in which the last of required period falls.  Failure to notify Operator of Client’s intent to terminate shall result in an automatic renewal of this Agreement for subsequent periods equal in length to this Agreement.

Virtual Office, Lounge Membership, and Dedicated Desk: Unless specified otherwise, Client must give at least ten (10) days’ written notice to discontinue or downgrade service prior to the end of the initial term.  Regardless of commencement or notice date, this Agreement can only be terminated on the last day of the calendar month.

 

Holding Over: If Client does not surrender possession of the Dedicated Space(s) promptly upon termination of this Agreement and does not have written permission of Operator, Client shall pay Operator for each day of such possession one-fifteenth (1/15th) of the amount of the monthly office fee plus all costs, expenses and damages sustained by Operator as a result of such possession and Client will continue to be bound be all the other terms and conditions of this Agreement.

Mail Forward: Client acknowledges that the U.S. Postal Service will NOT accept a “Change of Address” request for any of Operator’s Clients.  Therefore, for ninety (90) days after termination of this Agreement, Operator will automatically invoice Client a fee of $99.00 for transitional services.  During this period, Operator will hold or forward mail once per week, supplies and postage.  One additional 90 day forwarding period may be purchased for $99.00, if the Client chooses.  In the event that Client does not pay the invoice and adequate deposits are not available, the length of this transitional service will be pro-rated based upon available funds.  Client further understands that at the expiration of the transition term, irrespective of length, all mail will be marked “Return to Sender.”

Client’s Personal Property: Upon vacating the Premises, Client is expected to remove all personal property.  Any personal property remaining on the Premises will be disposed of and costs of dispossession will be charged to Client.  If dispossession includes the sale of said property, Operator has no obligation to the Client for any of the proceeds of the sale.

Closing Fees:

 

Private Office:  Upon termination of this Agreement, Client will return the Private Office(s) and furniture in as good a condition as when Client commenced use, normal wear and tear excepted.  Client agrees to vacate the Premises promptly and to leave the Office in at least “broom clean” condition.  Client may be invoiced for painting at a cost of $225.00 per Dedicated Space, plus repairs, if required in lieu of the last monthly payment of fixed or variable charges.

Keys: Where applicable, Clients will be given the number of proximity keys (including, if required, fobs, mail keys, and access keys) according to the number of prescribed Users.  Any key which is lost or stolen must be reported to Operator immediately and Client must pay the cost of replacement and re-keying, if necessary.  Client will not copy any key or allow anyone else to use them without Operator’s written consent

Remedies Upon Client’s Default: On default, Operator may choose any or all of the following remedies: a) terminate this Agreement; b) accelerate all rent payments payable under this Agreement; c) take any action authorized by law to recover office space and Operator’s property from Client; e) Operator may immediately cease providing Client with any or all services, including telecommunications and network/IT services.  Client agrees that the withholding of services without the compliance with the provisions of any applicable unlawful detainer or eviction statute which only governs the physical occupancy of the office(s) and is inapplicable to other services such as, reception services, network access, conference rooms, parking, etc.  Client agrees that Operator is incapable of mitigating damages for breach of this Service Agreement.

9. Miscellaneous Provisions

 

Occupancy: If occupancy cannot be provided by Operator for any reason by the commencement date stated above, Operator will not be liable for any damages, but rent will not accrue until occupancy can be provided.

Insurance: Client understands that Operator does not provide any insurance for Client’s benefit.  Client agrees to insure, at its own expense, its personal property from all perils and assumes all risk of loss with respect to its property and that of its employees, agents and guests.  Client agrees to endorse Operator as additional named insured on its policy.

Media Consent: From time-to-time Operator takes videos and photos of the space, particularly during community events.  These videos and photos may be posted to Operator’s website and social media accounts.  Users of the space expressly consent to the use of any photos or video which include their likeness on Operator’s website or social media postings.

Waiver: Client acknowledges that due to the imperfect nature of verbal, written, and electronic communications and equipment, Operator will not be responsible for damages, direct or consequential, which may result from the failure of Operator to furnish any service, including but not limited to the service of conveying messages, communications, and other utility or services described under this Agreement or agreed by Operator.  This indemnification of liability includes any perceived loss of business, profits, or anticipated earnings that rises out of or in connection with the Client’s use of Operator’s services including, mail delivery or mail forwarding, internet and computer services.  Client’s sole remedy and Operator’s sole obligation for any failure to render any service, any error or omission or any delay or interruption with respect thereto, is limited to an adjustment to Client’s billing in an amount equal to the charge for such service for the period during which the failure, delay, interruption occurs or continues.  Nonetheless, Client may terminate this Agreement by providing Operator with five (5) days advance written notice if Operator’s services substantially cease to function for five (5) consecutive business days during the term of this Agreement unless Client is in default of this Agreement.  Further, except for loss or damage to Client’s property intentionally caused by Operator’s agents or employees, Client, as a material consideration of this Agreement waives all claims again Operator for loss or damage to the Client’s property caused by fire, water, theft or otherwise.

Indemnify and Hold Harmless: Due to the imperfect nature of technology and verbal, written, mailed, or electronic communication, as well as mistakes by employees or associates, or due to strike, Force Majeure, or other unforeseen occurrence, Client agrees that Operator is free from all liability for claims for damages by any reason barring willful misconduct on behalf of Operator.  This indemnification of liability includes any perceived loss of business, profits, or anticipated earnings that arises out of or is in connection with Client’s use of Operators’ services including: telephone, voicemail, phone answering, mail delivery or mail forwarding, internet and computer services, or center specific services.  Client agrees that Operator is to be free from all liability for claims for damages by reason of injury to any person or loss or damage to any property from any cause while in, upon, or in any way connected with the facilities of Operator.  Client agrees to hold Operator harmless from all liability, loss, cost, or obligations arising out of any such injuries or losses, however occurring.

Limitation of Liability: Operator will not be liable for any direct, indirect, incidental, punitive, special, multiple, or consequential damages resulting from Client’s use or inability to use the Services or for cost of procurement or substitute goods and services or resulting from any products or services purchased or obtained through the site including loss of profits, use, data or intangible property, even if Operator has been advised of the possibility of such damages.  The entire liability of Operator, and Client’s exclusive remedy with respect to the use of the site and Services, are limited to the lesser of: 1) the amount actually paid by Client for the Services during the three

(3) months preceding the date of any claim made by Client; or 2) $500.00 (US), whichever is less.  By acceptance of this Agreement, Client hereby releases Operator from any obligations, liabilities and/or claims in excess of this limitation.

Attorneys’ Fees: If either party breaches any term, covenant or condition of this Agreement, the breaching party shall pay the other party’s reasonable expenses, including attorneys’ fees, incurred in enforcing its rights under this Agreement.

Right of Entry: Operator shall have the right to enter Client’s Private office(s) in the following circumstances:

1. a) in the case of emergency; b) upon reasonable advanced notice to Client for cleaning, to make repairs or to exhibit the office(s) to potential Clients; and c) to supply services requested by Client.

Rules and Regulations:

Assignment and Subletting: Client’s interest under this Agreement many not be encumbered or assigned, in whole or part, either by act of Client or by operation of law without the express written consent of Operator.  In the absence of written consent, any purported encumbrance, assignment or sublease by Client will not be binding on Operator.

Time is of the Essence: The timing provisions contained in this Agreement constitute a material part of the Agreement.

Applicable Law: The Agreement shall be governed and construed in accordance with the laws of the State of Montana.  This instrument and all documents incorporated by reference contains the entire Agreement of the parties.  No representation or promise relating to and no amendment of this Agreement shall be binding unless it is in writing and signed by both parties.  If any provision of this Agreement is held to be unenforceable, this Agreement shall be construed without such provision.  The captions are not part of the Agreement.