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Legal Agreement: Terms of Service

-Access – 24 hours a day / 7 days a week / Key Code Access

-Incoming Dedicated Mailbox – INCLUDED with Entrepreneur membership *subject to availability

 

-Conference Room Use – Entrepreneur Memberships are allocated 3 credit hours of on premise conference rooms per month. Members must book rooms in advance via online member portal or wall mounted portal. Based on Availability. City Office makes no guarantee that specific times are available, please schedule in advance for best possibility of receiving the desired time slot. Conference Room Credits are not transferable from month to month, or from member to member, and do not “roll over’. If a member does not use the allocated monthly Conference Room Credits within the respective billing month, they disappear.  Social memberships do not have any credit hours allocated to them.

 

-Services Provided – Wifi, Power, Printer/Copier/Scanner. *Printer/Copier/Scanner center is centralized unit subject terms and charges established in separate usage agreement.  Entrepreneur memberships are limited to 500 printed/copy pages per month – Social memberships are limited to 20 pages per day pass. Parking is available on a first come, first serve basis in the lot located upon the Premises.

 

  1. Renewal Terms. The term of this Agreement shall automatically renew for an additional term (per the Member’s election in Section 1, above) upon the expiration of the foregoing term, and thereafter upon the expiration of any renewal term provided by this Section, unless either party provides written notice to the other party at least thirty (30) days prior to expiration of the then current term or renewal term, as the case may be, that such party elects not to renew this Agreement (the initial term and any renewal term(s) shall collectively be referred to herein as the “Term”). Notwithstanding the foregoing, this Agreement may be sooner terminated pursuant to Section 15 hereof.

 

  1. Acceptance of Terms. Member hereby accepts the terms of this Agreement and accepts the applicable portions of the Premises in their “AS-IS” condition without representation or warranty by City Office of any kind and with the understanding that City Office shall have no responsibility with respect thereto.

 

  1. Payment of Fees. Member agrees to pay fees for the use of the Premises in the amount set forth in the table above (the “Monthly Fees”). The Monthly Fees shall be payable to City Office, in advance, on the first (1st) day of each month during the Term of this Agreement without any deduction or right of set-off and without relief from valuation or appraisement laws. The Monthly Fees for partial months shall be prorated based on the number of days included within the Term divided by thirty (30). A late charge equal to ten percent (10%) of the Monthly Fees will be added to the Monthly Fees not received by City Office by the 3rd day of each month during the Term. Additionally, a late charge equal to ten percent (10%) of the Monthly Fees, plus applicable late fees, will be added to the amount of Monthly Fees due should any credit card, check or money order be returned by the Member’s bank  or institution for any reason. Members more than 5 days late on rent will be denied entrance into City Office until membership is paid in its monthly entirety, and brought into good standing. City Office reserves the right to revoke Membership at any given time.

 

  1. Use of Premises. Member shall use the Premises for office purposes, and such customary related purposes, only and Member agrees that when using the Premises, Member shall not:

 

  1. Violate any local, state, federal or any other applicable laws or regulations;
  2. Violate this Agreement for City Office’s Rules (defined hereinafter);
  3. Use the Premises in a manner that could cause damage to or be harmful to the Premises or City Office
  4. Restrict or interfere with any other party’s use and enjoyment of the Premises;
  5. Use the Premises in connection with contests, pyramid schemes, chain letters, junk email, spamming, or any duplicative or unsolicited message (commercial or otherwise);
  6. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
  7. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information; or
  8. Use any material or information, including images or photographs, which are made available through the Premises in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party.

 

  1. Rules and Regulations. Member’s use of the Premises shall at all times be subject to any rules and regulations adopted by City Office, as shall be amended from time to time in City Office’s sole and absolute discretion (“City Office’s Rules”) and Member hereby covenants and agrees to use the Premises in accordance with City Office’s Rules, to not violate City Office’s Rules, and to report any violations of City Office’s Rules of which it becomes aware.

 

  1. Use of Member Information. Member hereby grants City Office a limited license without additional consideration during the Term of this Agreement for the use of Member’s name, image and likeness, trademark, trade name, industry, title, and URL for listing in City Office’s public membership directory and/or for any promotion purposes of City Office. City Office reserves the right at all times to disclose any information about Member or Member’s use of the Premises, as City Office deems necessary to satisfy any applicable law, regulation, legal process or governmental request.

 

  1. Alterations. Member shall not make or permit alterations or additions to or upon any part of the Premises (whether inside or outside the Premises and including without limitation any office furniture, plantings, wall hangings, electrical fixtures, window coverings and other office fixtures) or the improvements located on the Premises without first obtaining the written consent of City Office, which consent may be withheld or conditioned in City Office’s sole and absolute discretion. Any permitted alterations and additions shall remain for the benefit of City Office provided, however, that City Office may elect to require that Member, at its expense, remove at the expiration or earlier termination of this Agreement all or a portion of the alterations or additions made by Member and repair any damage caused by such removal. Member’s obligations under this section shall survive the expiration or earlier termination of this Agreement.

 

  1. Repairs. Member shall be responsible for the cost to repair any damage caused by the Member to the Premises. The repair obligations outlined herein shall survive any cancellation, expiration or termination, for any reason, of this Agreement.

 

  1. Office Furniture. Member shall not install any office furniture upon the Premises, hang any wall hangings upon or around the Premises, or otherwise install decorations within the Premises without first obtaining the written consent of City Office which consent may be withheld or conditioned in City Office’s sole and absolute discretion. Any permitted office furniture, wall hangings or other decorations shall be located upon the Premises by Member, at Member’s expense, and removed at the expiration or earlier termination of this Agreement without causing any damage to the Premises. Any and all damage caused by Member shall be immediately repaired by City Office at the sole cost and expense of Member. Member’s obligations under this section shall survive the expiration or earlier termination of this Agreement.

 

  1. Fines. Members must keep spaces clean and orderly at all times. If found to be in Violation, City Office can impose fines. Members will be fined a daily fee of $25.00 per day.

Use of Premises. Member acknowledges that Member is using the Premises at Member’s own free will and decision. Member acknowledges that City Office does not have any liability with respect to Member’s use of the Premises, or any loss resulting from such use.

 

  1. Minors. As this is a shared cowork space. I agree to respect a professional work atmosphere by adhering to a no minor policy within City Office. Client’s visits with children are permitted in order to conduct business. 

 

  1. Entertainment and Lounge Rooms.  Are for Adult use only

 

Animals. No Pet Policy

 

  1. Keys. Change lock fee is $80.00 per lock this includes cabinets.  No unauthorized copies of keys are permitted. 

 

  1. Disclaimer of Warranties. To the maximum extent permitted by applicable law, City Office provides the premises “as is” and with all faults and hereby disclaims with respect to the premises all warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) warranties, duties or conditions of or related to merchantability, fitness for a particular purpose, accuracy or completeness, results workmanlike effort and lack of negligence. Also there is no warranty, duty or condition of title, quite enjoyment, and quite possession.  The entire risk as to the quality, arising out of the use of these premises, remains with the member.

 

  1. Exclusion of Incidental, Consequential and Certain Other Damages. To the maximum extent permitted by applicable law, in no event shall City Office and/or its past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns Allen of Bay, Inc. and/or any other affiliated entity and/or subsidiary, jointly or individually be liable for any direct, special incidental, indirect, punitive, consequential or other damages whatsoever (including, but not limited to damages for loss of property, loss of profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty (including of good faith or reasonable care) negligence, including its and/or their own negligence, and City Office and/or its past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, Allen of Bay, Inc. and/or any affiliated entity and/or subsidiary’s own negligence) strict liability, breach of contract or breach of contract or breach of warranty of Allen of Bay, Inc. DBA City Office and/or any other affiliated entity or subsidiary, has been advised of the possibility of such damages.

 

  1. Release. Member hereby releases and forever discharges Allen of Bay, Inc. dba City Office and its past present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, Allen of Bay Inc. and/or any other affiliated entity and/or subsidiary, which could be found jointly or individually liable for any direct, special, incidental, indirect, punitive, consequential or other damages whatsoever (including, without limitation, all damages referenced in section 14 above and all direct or general damages) even if said damages result from Allen of Bay Inc., dba City Office and/or any other affiliated entity and/or subsidiary’s own negligence.

 

  1. Limitation of Liability and Remedies. Notwithstanding any damages that member may incur for any reason whatsoever (including, without limitation, all damages reference in section 14 above and all direct or general damages) and for the entire liability of Allen of Bay Inc. dba City Office and/or any other affiliated entity and/or subsidiary, and/or its past, present and future officers, agents, shareholders members, representatives, employees, successors and assigns under any provision of this agreement, members exclusive remedy for all the foregoing shall be limited to the actual damages incurred by the member based on reasonable reliance up to ten dollars (USD $10.00). The foregoing limitations, exclusions and disclaimers (including sections 13, 14 and 15 above) shall apply to the maximum extent permitted by applicable law.

 

  1. Indemnification. Member (the "Indemnifying Party") shall indemnify, defend and hold harmless Allen Of Bay Inc., dba City Office and/or any other affiliated entity and/or subsidiary, and it's/their officers, directors, members, partners, employees, agents, affiliates, successors and permitted assigns (collectively, "Indemnified Party") against all claims made or judicial or administrative actions filed which allege that the Indemnified Party is liable to the claimant by reason of: (a) any injury to or death of any person, or damage to or loss of property, or any other thing occurring on or about any part of the Building, or in any manner growing out of, resulting from or connected with the use, condition or occupancy of the Premises if caused by any negligent (including but not limited to Allen Of Bay Inc., dba City Office and/or related entity and/or subsidiary’s own negligence) or wrongful act or omission of Indemnifying Party or its agents, partners, contractors, employees, permitted assignees, licensees, sub lessees, invitees or any other person or entity for whose conduct Indemnifying Party is legally responsible; (b) violation by Indemnifying Party of any contract or agreement to which Indemnifying Party is a party in each case affecting any part of the Premises or the occupancy or use thereof by Indemnifying Party; (c) violation of or failure to observe or perform any condition, provision or agreement of this Agreement on Indemnifying Party's part to be observed or performed hereunder; and (d) any and all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties (including, without limitation, expenses of investigation and defense and reasonable attorney fees), based upon or arising out of Member’s actions, errors and omissions, willful misconduct and fraud in connection with the use of the Premises. The indemnity obligations outlined herein shall survive any cancellation, expiration or termination, for any reason, of this Agreement.

 

  1. Termination. Notwithstanding anything to the contrary herein, City Office shall retain the right to revoke Member’s license created by this Agreement and to terminate Member’s right to use and occupy the Office Share and/or the Premises, immediately and without notice, for any reason or no reason. In the event City Office terminates this Agreement any prepaid fees held by City Office shall be refunded to Member on a prorated basis based on the number of days remaining within the Term. The refund of Member’s prepaid fees shall serve as liquidated damages and Member’s exclusive remedy in the event City Office elects to terminate this Agreement.

 

  1. Access. Upon the execution of this Agreement, Member shall be provided an electronic key code providing Member with access to the Premises.

 

  1. Reserved Rights. City Office reserves the right to use all or any portion of the Premises except the private offices to the exclusion of Member upon at least forty-eight (48) hours prior notice. City Office’s exclusive use shall be limited to the hours of 5:00 PM to 5:00 AM, Monday through Friday and at any time on Saturday through Sunday.

 

  1. Surrender. Upon the expiration or other termination of this Agreement, Member shall remove all furniture and other personal property from the Premises which are owned or leased by Member, and shall quit and surrender to City Office the Premises, as well as any personal property of City Office thereon, in good order and clean condition. All property remaining on the Premises after the expiration or earlier termination of this Agreement shall, at City Office’s option, be deemed abandoned and may be removed and disposed of by City Office without liability to City Office. Member’s obligation to observe or perform this covenant shall survive the expiration or other termination of this Agreement.

 

  1. Non-Disparagement. Member shall, during and after the use of the Premises, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding City Office, other than to comply with law.

 

  1. Severability. In the event that any provision or portion of this Agreement is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.

 

  1. Governing Law. This Agreement shall be governed in accordance with the laws of the State of Michigan. 

 

  1. Attorneys’ Fees. In the event Member defaults on its obligations under this Agreement, or should City Office, Allen Of Bay Inc., and/or The Times Properties LLC., be made a party to any legal action commenced by a third party against Member, Member agrees to reimburse City Office, Allen Of Bay Inc, and/or The Times Properties LLC., for any and all costs, fees, and expenses, including but not limited to reasonable attorneys' fees, in connection with the enforcement of City Office, Allen Of Bay Inc., and/or The Times Properties LLC.,’s rights and remedies against Member, or any such claim, legal action or proceeding.

 

  1. Amendments. City Office shall have the right at any time, and from time to time, to make amendments to this Agreement without the Member’s consent, provided however, that City Office may not increase Member’s fees due under this Agreement until Member’s next applicable renewal term under this Agreement.

 

  1. Notices. Any notice, demand, request, and/or amendment to this Agreement pursuant to Section 28, or other communication under this Agreement shall be in writing and shall be addressed to the parties at the e-mail addresses designated by either party in person or in writing upon execution of this Agreement. Each party may amend its address for notices from time to time upon written notice to the other party in accordance herewith. Communications may also be delivered and shall be deemed to have been given by the delivering party and received by the receiving party: (i) when delivered by hand; (ii) on the date sent by electronic mail (with confirmation of transmission) if sent during normal business hours of the recipient and if also transmitted by one of the other means permitted hereunder; or (iii) on the third day after the date mailed by certified or registered mail (in each case, return receipt requested and postage prepaid). The rejection or other refusal to accept or the inability to deliver because of a changed address of which no notice was given shall be deemed to be receipt of the communication sent.

 

  1. No Assignment: Member shall not assign nor convey this Agreement or any interest thereof, without the prior written consent of City Office.

 

  1. Authority and Enforceability. Member hereby represents and warrants that Member has all requisite legal power and authority to enter into and abide by the terms and conditions of this Agreement and no further authorization or approval is necessary. Member further represents and warrants that Member’s use of the Premises will not conflict with or result in any breach of any license, contract, agreement or other instrument or obligation to which Member is a party.

 

  1. Counterparts. This Agreement may be executed in separate counterparts, each of which when so executed shall be an original, but all of such counterparts shall together constitute but one and the same instrument.