Virtual Office Terms & Conditions

VIRTUAL OFFICE LICENSE AGREEMENT

 

This Virtual Office License Agreement collectively with any exhibits, addenda, and schedules (the “Agreement”) is made between Licensor and Licensee as designated on the signature page of this Agreement as of the date specified on the signature page to this Agreement. Licensor and Licensee are each referred to herein as a “Party” and together “the Parties.”

 

WHEREAS, Licensor wishes to license to Licensee and Licensee wishes to receive a license from Licensor (“the License”) to use conference rooms in the premises located at:

(the “Premises”) and receive other services pursuant to the provisions of this Agreement.

 

NOW, THEREFORE, in consideration of the promises and mutual covenants in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be fully and legally bound, agree as follows:

 

  1. STANDARD SERVICES
    1. All services described below (collectively, the “Services”) may be changed at the discretion of the Licensor with or without notice to the Licensee. To this end, Licensee agrees to be bound to any and all changes to Services, rules and regulations, or other changes as may be posted by Licensor on its website or transmitted by e-mail from time to time. Any or all of the Services may be provided by Licensor, an affiliate of Licensor, or any third party service provider designated by Licensor, which service providers are subject to change at any time at the discretion of the Licensor and without prior notice to Licensee. Licensee must use the Services described in this Agreement in accordance with certain policies and procedures (the “Policies and Procedures”) attached to this Agreement.  Licensor may supplement and revise the Policies and Procedures from time to time, and Licensee must comply with such supplements and revisions. The Policies and Procedures, as supplemented and revised, are considered part of this Agreement, being incorporated by reference.
      1. Conference Rooms. Subject to availability and usage fees, Licensee shall be permitted to reserve time to use Licensor’s conference rooms on the Premises.  While using Licensor’s conference rooms, Licensee may request and Licensor may grant Licensee access to the Internet through Licensor’s network.  Licensor reserves the right to reduce or increase the size, number or configuration of the conference rooms on the Premises from time to time.  Further, Licensor reserves the right to terminate Licensee’s use of conference rooms at anytime in the event of a scheduling conflict with a licensee who has scheduling priority for use of the conference rooms.  Licensor will attempt to notify the Licensee in advance, verbally or via e-mail, should changes to the conference room schedule be necessary, but has no such obligation.
      2. Mailing Address and Mail Collection. During the term of this Agreement and only during the term,
        1. Licensor permits Licensee to use the mailing address of the Premises as Licensee’s mailing address;
        2. Licensee may represent on its business cards, its website, and other marketing materials that its mailing address is that of the Premises; and,
        3. On behalf of Licensee, Licensor will collect and hold the mail that is sent to Licensee’s attention at the Premises’ address.
  • Events and Special Offers. Licensor hosts events and has secured special deals with third parties for the exclusive benefit of its licensees. During the term of this Agreement, and only during the term, Licensee shall have access to these events and special offers to the extent that the participation in such events and special offers by all licensees does not exceed capacity limits applicable to each event and/or special offer.  Where capacity limits do exist, Licensee’s ability to participate in such events or special offers shall be governed by the Policies and Procedures.  The number and type of events and special offers that Licensor currently offers or will offer in the future are subject to cancellation or change.
  1. SERVICES AGREEMENT
    1. Nature of the Agreement. Notwithstanding anything to the contrary, Licensor and Licensee expressly acknowledge and agree that
      1. the relationship between Licensor and Licensee created hereunder is that of a licensor-licensee; and
      2. this Agreement shall be in no way construed as to grant Licensee any title, easement, lien, possession or related rights in the Licensor’s business, Premises, or anything contained therein. Licensee acknowledges that this Agreement creates no tenancy interest, leasehold estate, or other real property interest in Licensee’s favor.
    2. Term. Subject to the terms of this Agreement, the Agreement shall be for a minimum of one (1) month and a number of days commencing on the Start Date and ending on the last day of the calendar month following one full calendar month from the Start Date. The term shall extend automatically for successive one (1) month period terms until terminated.
    3. Termination by Licensee. Licensee may terminate this Agreement by serving Licensor in writing of intent to terminate the Agreement at least thirty (30) days prior to the termination. Licensee expressly agrees that Licensee may specify only the last day of the calendar month as the termination date.
    4. Termination by Licensor. Licensor may immediately and without notice to Licensee terminate the Agreement (i) upon breach of this Agreement by Licensee, its agents, employees, or invitees, whether or not such breach is later corrected; (ii) upon termination of the Licensor’s rights in the Premises; or (iii) at any other time, whereupon Licensor, in its sole discretion, sees fit to do so. Licensee shall remain liable for past due amounts, and Licensor may exercise its rights to collect due payment despite termination of this Agreement.
    5. Removal of Property upon Termination. On or prior to the termination of this Agreement, Licensee shall remove all of its property, including its mail, from the Premises. Licensor shall be entitled to dispose of any of Licensee’s or any third party’s property remaining in or on the Premises after the termination of this Agreement without notice to the Licensee, and Licensee waives any claims or demands regarding such property.
    6. Updates to Agreement. Licensor may from time to time update this Agreement and shall provide notice to Licensee of such updates by public posting or e-mail, which shall be the responsibility of Licensee to review. Licensee acknowledges that Licensee shall accept the new terms of the Agreement upon renewal of the Agreement occurring the first of the month following the completion of one (1) full month after the date of notice of update(s). Continued use of the Services beyond such time shall constitute acceptance of the new terms.
  2. CONSIDERATION
    1. Fees. Licensee agrees to pay in lawful money of the United States, in advance, a monthly license fee (the “License Fee”) and fees for Services as determined by the Licensor and as appears in the Virtual Office Addendum attached this Agreement and all fees subject to change at the discretion of the Licensor with notice to Licensee.
    2. Other Fees. Licensee is subject to additional fees and/or penalties for late payments, returned checks, or other declined payments due to insufficient funds as referenced in the Virtual Office Addendum and/or as set forth in fee schedules published or posted by Licensor, including within but not limited to the Policies and Procedures. Licensee acknowledges all such fees are subject to change at the discretion of Licensor and with notice to the Licensee.
    3. Application of Funds. When Licensor receives funds from Licensee, funds shall be applied first to any balances which are in arrears and shall be applied to the earliest month due first. Once past balances are satisfied, any remaining portion of funds received shall be applied to current fees due and owing.
    4. Withholding Services. Licensor may withhold Services and/or deny Licensee access to the Premises while there are any outstanding fees or Licensee is otherwise in breach of this Agreement.
  3. TERMS AND CONDITIONS. Licensee acknowledges and agrees to the following terms and conditions:
    1. Licensee is entitled to use the areas on the Premises where Services are rendered (the “Service Areas”) solely for receiving Services and for no other use.
    2. Licensee may not use any of the Licensor’s Services or Premises to conduct or pursue any illegal activities (including the downloading of music, software, movies or any other activity that violates intellectual property laws).
    3. Licensee must not use the name “MakeOffices” in any way in connection with Licensee’s business.
    4. Licensee may use the address of the Premises as its business address; provided, however, that Licensee may not use pictures or illustrations of the Premises in any advertising, publicity or other purpose without the prior written consent of the Licensor. Further, no press release, advertising, sales literature or other publicity statements relating to the existence or substance of this Agreement or the relationship of the Parties created by it shall be made by Licensee without the prior written approval of the Licensor.
    5. Licensee shall not conduct any activity which may be hazardous to other persons on the Premises.
    6. Licensee shall refrain from any activities while on the Premises that may be disruptive, including, but not limited to, acts of disorderly nature or excessive noise.
    7. To the extent that Licensee is granted access to Licensor’s computer network, Licensee may not upload any files that contain or may contain viruses, “Trojan Horses”, worms, time bombs, candlebots, corrupted files, or any other similar software, whether known or unknown, that may damage or disrupt the operation of any others.
    8. Licensee is responsible for the actions of all persons that Licensee, its agents, assigns, or invitees allow or invite to enter the Premises. Licensee, its agents, assigns, and invitees acknowledge that at no time shall they allow a party unknown to them to enter the Premises and that such action may result in the termination of this Agreement.
    9. Licensee acknowledges that keys, key cards, key fobs, and other items used to gain physical access to the Premises and Service Areas remain the property of the Licensor. Licensee shall make efforts to safeguard the Licensor’s property and shall be liable for replacement fees should any such property be lost.
    10. Licensee shall not alter the Service Areas or attach or affix any items to the walls without the consent of the Licensor.
    11. Licensee shall not attempt to (or allow others to) gain unauthorized access to the servers located at or serving the Premises or any content of any other person.
    12. Licensee will not, during the term of this Agreement and for a period of one year after, solicit the employment of any officer or employee of Licensor, or any contractor or subcontractor used by Licensor (“Company Personnel”). If Licensee hires any Company Personnel during the period described, Licensee will pay to Licensor an amount equal to such person’s annual salary with the Licensor, contractor, or subcontractor.
    13. Licensee may have no direct access to the Licensor’s landlord (if other than Licensor). Licensee shall have no right to complain or demand anything from Licensor’s landlord and shall address all issues directly to the Licensor.
    14. Licensee shall notify Licensor of any change to its contact information (telephone and e-mail).
    15. Licensee acknowledges that it must receive community e-mails as part of its obligations and duties as a Licensee. Licensor shall serve notice of any updates, changes to services or fees by e-mail to the address provided by Licensee, and Licensee agrees that such e-mail notification once transmitted is sufficient notice.
    16. Licensee agrees to hold all Confidential Information (defined as information not generally known to the public) of the Licensor and other licensees in the Premises or the greater MakeOffices community in strict confidence and to take all reasonable precautions to protect Confidential Information. Licensee acknowledges that any disclosure or unauthorized use of Confidential Information will constitute a material breach of this Agreement and cause substantial harm to the injured party for which damages would not be a fully adequate remedy. In the event of any such breach, Licensor shall have, in addition to other available remedies, the right to injunctive relief (without being required to post any bond or security).
    17. Licensor may disclose information about Licensee as Licensor deems necessary to satisfy any applicable law, regulation, legal process, or government request.
    18. Licensor may use Licensee’s business name, logo, and tradenames in its marketing materials and may disclose to third parties the fact that Licensee is a licensee of Licensor’s Premises and/or Services without receiving Licensee’s prior consent.
    19. Licensor may share Licensee’s contact information, including email addresses, with third parties with whom Licensor partners for the purpose of allowing those partners to offer special deals and services to Licensee.
    20. Licensee agrees to abide by other rules and regulations as determined by Licensor which are communicated to Licensee verbally, by e-mail, other written notice, or public posting.
  4. LEGAL
    1. Waiver of Claims Concerning Property. To the maximum extent not prohibited by law, Licensee, on its own behalf and on behalf of its employees, agents, and invitees, waives any and all claims and rights against Licensor, its subsidiaries and affiliates, and each of its and their past, present and future principals, members, assignees, managers, directors, officers, employees, agents, successors, and assigns resulting from injury or damage to, or destruction, theft, or loss of, tangible or intangible property. Licensor and such related parties shall not be liable for damages, liabilities or expenses of any kind resulting from such matters regardless of whether such damages, liabilities, or expenses result from any active or passive act, error, omission or negligence of Licensor or any such related parties. Licensee agrees that Licensee will be responsible to maintain appropriate insurance providing coverage for Licensee’s property.
    2. Disclaimer of Warranties. Licensor expressly disclaims and excludes all warranties, whether express, implied or statutory, with respect to the Premises, Service Areas, and the Services provided by or on behalf of the Licensor, including, but not limited to, any warranty of merchantability, fitness for a particular purpose, non-infringement, habitability, or quiet enjoyment, or any warranties that may have arisen or may arise from course of performance, course of dealing or usage of trade. Furthermore, Licensor makes no warranties regarding the quality, reliability, timeliness or security of the Premises, Service Areas, and the Services provided by or on behalf of Licensor or that any Services will be uninterrupted or operate error-free. The Premises, Service Areas, and the Services provided by the Licensor are provided “as is” and “with all faults.”
    3. Limitation of Liability. The aggregate monetary liability of Licensor, its subsidiaries, and affiliates, and its and their past, present, and future principals, members, assignees, managers, directors, officers, employees, agents, successors, and assigns to Licensee, its employees, agents, and invitees for any reason and for all causes of action, whether in contract, tort, or otherwise, will not exceed the total fees paid by Licensee to Licensor under this Agreement during the two- month period before the cause of action accrued. Licensor, its subsidiaries, and affiliates, and its and their past, present, and future principals, members, assignees, managers, directors, officers, employees, agents, successors, will not be liable under any cause of action, whether in contract, tort, or otherwise for any indirect, special, incidental, consequential, or punitive damages, including, but not limited to, loss of profits or business interruption even if Licensor has been advised of such damages. Licensor’s fees for Services and its obligations under this Agreement are consideration for limitation of liability as stated. The limitations, disclaimers, and exclusions in this Agreement shall apply to the maximum extent allowed by law, even if remedy fails its essential purpose.
    4. Limitation of Action. Licensee may not commence any action, suit, or proceeding against Licensor, its subsidiaries or affiliates, or any of its or their past, present, or future principals, members, assignees, managers, directors, officers, employees, agents, successors, or assigns, 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.
    5. Indemnification. Licensee will defend and indemnify Licensor, its subsidiaries and affiliates, and each of its and their past, present and future principals, members, assignees, managers, directors, officers, employees, agents, successors, and assigns for, from, and against any and all claims, actions, proceedings, damages, liabilities, and expenses of every kind, whether known or unknown, including, but not limited to, reasonable attorney’s fees, resulting from and arising out of any breach by Licensee or Licensee’s employees, agents, or invitees of this Agreement, or the negligent actions, errors, omissions, willful misconduct, and/or fraud of Licensee or Licensee’s employees, agents or invitees. If any such claim, action, or proceeding is brought against Licensor, and/or Licensor’s related parties, Licensee, upon written notice from Licensor, will, at Licensee’s expense, resist or defend such action or proceeding by counsel approved by Licensor in writing, such approval not to be unreasonably withheld.
    6. Governing Law and Venue. This Agreement is governed by the laws of the State of Virginia, without giving effect to any conflict of law principle that would result in the laws of any other jurisdiction governing this Agreement. Any action, suit, or proceeding arising out of the subject matter of this Agreement will be litigated in courts located in Arlington, Virginia.  Licensee consents and submits to the jurisdiction of any local, state, or federal court in Arlington, Virginia.
    7. Attorneys’ Fees. If any arbitration, action, suit, or proceeding is instituted to interpret, enforce, or rescind this Agreement, or otherwise in connection with the subject matter of this Agreement, including, but not limited to, any proceeding brought under the U.S. Bankruptcy Code, the prevailing party will be entitled to recover with respect to the claim, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs, and expenses of every kind in connection with the arbitration, action, suit, or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator or court.
    8. Waiver. Neither Party shall be deemed by any act or omission to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving party, and then only to the extent specifically set forth in writing.
    9. No Assignment. Licensee may not transfer, sublicense, or otherwise assign or delegate any of the Licensee’s rights or obligations under this Agreement to any person without the prior written consent of Licensor, which Licensor may withhold in Licensor’s sole discretion.
    10. No Third Party Beneficiaries. Except for third parties entitled to indemnity under the indemnification provision in this Agreement or third parties whose liability is specifically limited pursuant to the terms of this Agreement, Licensor and Licensee do not intend to confer any right or remedy on any third party.
    11. Force Majeure. Neither Party is liable for, and will not be considered in default or breach of this Agreement on account of, any delay or failure to perform as required by this Agreement (with the exception of any obligations on Licensee’s part to pay any sum of money due Licensor hereunder, including, without limitation, the payment of the License Fee which shall remain unaffected by the provisions of this paragraph) as a result of any causes or conditions that are beyond such Party’s reasonable control and which such Party is unable to overcome by the exercise of reasonable diligence, provided that the affected Party will use best efforts to resume normal performance.
    12. Severability. If a provision of this Agreement is determined to be unenforceable in any respect, the enforceability of the provision in any other respect and of the remaining provisions of this Agreement will not be impaired.
    13. Survival. All provisions of this Agreement that would reasonably be expected to survive the termination of this Agreement will do so.

Virtual Office Addendum

Per this virtual office addendum (the “Virtual Office Addendum”) to the Virtual Office License Agreement between Licensor and Licensee (the “Agreement”), Licensee will remit the fees described in this Virtual Office Addendum subject to the terms of the Agreement.  Capitalized terms in this Virtual Office Addendum have the same meaning as defined in the Agreement.

 

License Fee:                   $75/month

 

Security Deposit:         $75

 

Conference Room                2 hours of reserved conference room time during normal operating hours

Hours:                                      (Mon-Fri 9 am-5 pm) coordinated with an MakeOffices staff member.

 

Additional                               $50 / hour per reserved conference room time

Conference Hours:                                                

 

Late Fee:                                  10% of then effective License Fee for overdue payments

 

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date of purchase.