Terms and conditions

General Terms and Conditions

Office Suites Utah - Holladay 1. Names and Titles. The executed Membership Agreement (“MA”) constitutes a license agreement between the licensee (“Member”) that executed the MA and the licensor, Blue Sky View Holdings, LLC, a Utah limited liability company, doing business as Office Suites Utah – Holladay. The office manager (OM) is the operator of the business center located at 3115 East Lion Lane, Salt Lake City, Utah 84121, Suite 160. 2. Business Center Rules. In addition to these terms and conditions, the business center may have additional guidelines (“Business Center Rules”) that members utilizing the space or services must abide by and will be furnished upon request. In the event of inconsistency between the provisions of business center rules and these terms and conditions, the terms of the business center rules take precedence. 3. Meeting Room Cancellation Policy. All meeting room reservations have a minimum 24-hour cancellation policy unless otherwise noted by the OM. Failure to comply with this policy will result in the member being charged full price for the scheduled meeting. Contact the OM for further details. 4. Invoices. Recurring invoices will be distributed via email and will include any: 1) recurring monthly fees as described in the MA, which are billed in advance, and 2) usage charges for the previous month 5. Cleaning and Restoration Fee. A minimum cleaning fee of $200 may be charged upon move out for any dedicated space occupied by a member. This fee covers cleaning and restoration of the space and will be determined at the sole discretion of the OM. The cleaning fee may be further defined or amended in the business center rules. 6. Payment. Payment is due four days after the invoice date. All month-to-month members are required to be on an auto-bill system using a valid debit card, credit card, or checking account. Auto-bill payments or charge to the debit or credit card or debited from my checking account four days after the invoice date. Members not on a month-to-month MA may either pay by check or sign up for the auto-bill system. Checks may be dropped off at business center reception desk or mailed to the OM. All set up fees or retainers must be paid in full prior to the commencement of service. No cash payments will be accepted. If member has selected auto-bill, member has authorized the OM to charge the member’s account for all fees due under the MA. 7. Late Fees and Insufficient Funds. For invoices not paid within 9 days after the invoice date, a late fee will be assessed in the amount of 10% of the overdue balance. Neither Blue Sky View Holdings nor the OM will be responsible for any insufficient fund fees charged by the member’s bank as a result of the auto-bill. The OM will charge a minimum fee of $25 each time any invoice amount cannot be collected due to insufficient funds. 8. Automatic Renewal. At the end of the initial term, the member’s MA will automatically renew on a month-to-month basis until notice via email is provided by the member as stated in the termination by member section (10) of these terms and conditions. 9. Price Changes and Terms and Conditions. All month-to-month MA pricing, additional services, and meeting space pricing is subject to change with 30-day notice from the OM via email. The terms and conditions are subject to change at any time and are available upon request from the OM. If changes are made to the terms and conditions, members will be notified via email. 10. Termination by Member. Any month-to-month member may terminate the MA by contacting the OM via email. Termination shall be effective 30 days after the notice date. A final invoice will be issued after the termination date for any remaining usage charges. Upon the termination date, all services shall immediately cease. Members with a term other than month-to-month may terminate early by 1) contacting the OM via email to begin the process, 2) agreeing to pay an early termination fee where applicable, and 3) paying all outstanding invoices and fees on or before the termination date. The early termination fee is equal to the greater of a) 2 months fees, or b) one-third of the remining total obligation. Termination shall be effective on the last day of the next month following receipt of notice if the above terms are met. The early termination fee may be further defined or amended in the Business Center Rules. 11. Service Provisions. Services provided to the member are indicated in the MA. Some restrictions may apply. Additional services may be added by the member for an additional cost. Services are intended for the direct and personal use of the individual member or members and not as a substitute for a call center, corporate/medical reception desk, or any other similar use. The OM will notify a member if the manager believes the member’s usage is not in accordance with this policy and may limit the services or implement charges for excessive usage. 12. Telephone and Internet Services. The OM agrees to supply commercially reasonable business-level internet access 9intended for email, web browsing, and occasional uploading and downloading of data) and telephone service where applicable. If such services are suspended for maintenance or fail for any reason, member shall not be entitled to any financial damages from the OM regarding loss of service, including consequential damages, and the OM’s responsibility shall be to restore the service as soon as commercially reasonable. The OM may allocate available bandwidth and restrict specific uses among the members so that members are provided with reasonable levels of service. Internet access may be used only for lawful purposes and any member violating this policy may be terminated immediately. 13. Member-Provided Equipment. Members must seek the permission of the OM prior to installing equipment, including, but not limited to, switches, hubs, routers, servers, printers, scanners, fax machines, or VOIP phones, in the business center. If this equipment interferes with the optimal functioning of the business center network, the member may be charged tech support feeds to restore the network to previous working order. The OM disclaims responsibility for any member equipment stored in any dedicated space, telecommunications room, or other facility at Office Suites Utah – Holladay. The business center does not guarantee support of any member-provided equipment. 14. Pet Policy. For the safety and comfort of all our members, pets are not allowed in Office Suites Utah – Holladay. 15. Telephone Numbers and Porting. Members using telephone services have the following options: 1) using a phone number supplied by the OM, 2) porting their phone number to the business center network, or 3) retaining their own phone number, which they forward to the business center. If a member utilizes options 1 or 2, the phone number becomes the property of Office Suites Utah. At any time, members can choose to port off most phone numbers owned by the OM as described in options 1 and 2 above. After porting off, the phone number becomes the property of the member. Porting on or off is subject to fees outlined by the OM and to restrictions imposed by the OM’s and member’s service carriers. Members must be current with all invoices prior to porting off a phone number and must complete and sign all required paperwork for the process to take place. Porting can be a time-consuming and frustrating process due to the cooperation required from multiple phone companies. For this reason, the OM cannot provide a time estimate as to the duration of the process. The OM is not liable for any damages incurred by the member from delays in completion of the porting process. 16. Default by Member or Termination by the OM. If a member does not pay its entire invoice by the 25th day after the invoice date or if the member breaches any other provisions of the MA or Business Center Rules, such member’s license is subject to immediate termination and collection actions. The OM also has the right to immediately terminate the license of the MA for any reason, including (but not limited to) if the member or any of the member’s guests, employees, or vendors acts in a way that is incompatible with normal dedicated space use; is disruptive or disrespectful to other members or the OM or any employees or guests of the owner or other members; violates any legal or zoning rules; or acts in an immoral or unethical manner. Appropriate business center conduct may be further defined in the Business Center Rules. Unused monthly services do not have any monetary or exchange value and member will not receive a refund of any monthly fees that have then been paid by member. Member is not entitled to any refund for any paid services upon termination of the MA. In both situations, the OM may discontinue service and restrict the member’s access to the business centers and any member services, including, but not limited to, changing the password on the member’s voicemail, discontinuing electronic access, halting acceptance of mail, and changing locks on dedicated spaces. Member shall pay upon demand all costs and expenses, including reasonable attorney’s fees incurred by the OM in enforcing the observance and performance by member of all covenants, conditions, and provisions of the MA as applicable to be performed by the member, including those resulting from the member’s default. If a member who is terminated for nonpayment subsequently makes the required payments and continues service, a new setup fee will be charged. If the member benefitted from a special discount, promotion, or offer, the OM may discontinue that discount, promotion, or offer without notice if the member materially breaches these terms and conditions. 17. Keys and Security. In the event of a lost or unreturned dedicated space key, mailbox key, security card, or fob, the OM must be informed immediately, and member must pay the costs of replacement and rekeying of locks if deemed necessary by the OM. All keys and security cards or fobs must be returned upon termination of the MA. Members may be subject to a fee for all key, security card, or fob replacements as determined by the OM. 18. Insurance, Responsibility of Member. It is the member’s responsibility to provide personal property and general liability insurance for the member and any employees, guests, visitors, vendors, or other third parties associated with the member and the member’s personal property located in the business center. Member further agrees on its own behalf and on behalf of its officers, managers, directors, shareholders, partners, agents, employees, former employees, attorneys, representatives, investors, lenders, members, administrators, affiliates, divisions, insurers, predecessor and successor entities, and assigns, hereby releases and forever discharges the OM and its officers, managers, partners, agents, employees, former employees, attorneys, representatives, investors, lenders, members, administrators, affiliates, divisions, insurers, predecessor and successor entities, and assigns, from, and agrees not to sue concerning, any and all claims, rights, demands, actions, debts, obligations, liabilities and causes of action of any and every kind, nature and character whatsoever, in law, equity or otherwise, which such person may have arising from or relating to any loss or damage of Member’s personal property located in a Business Center. 19. Insurance, Responsibility of the Business Center. The OM shall always have and maintain in effect property and general liability insurance in such amounts as shall be determined appropriate by the OM. 20. Governing Law. The MA and these Terms and Conditions are governed by and shall be construed in accordance with the laws of the state of Utah, without reference to conflict of law’s provisions thereof. Each of the parties irrevocably consents to the exclusive personal jurisdiction of the federal and state courts in Utah for any matter arising out of or relating to the MA and these Terms and Conditions. 21. Nature of the Agreement. The MA is the equivalent of a revocable license. Member agrees that the MA creates no tenancy, leasehold estate, or any other property interest. Member hereby acknowledges and agrees that the MA is subordinate to the terms of any lease agreement between the Business Center and its landlord. 22. Assignment or Sublicensing. Dedicated space use is limited to the member listed on the MA. Member may not assign the MA without the written consent of the OM and any attempted assignment without such consent shall be void. Any consent by the OM shall not relieve member of its primary obligations including the payment of all fees. OM may assign or transfer this MA or any of its rights under this MA without notice to member, except as otherwise required by law. 23. Retainer. The retainer amount shown in the MA must be paid by member at time of the MA execution. The retainer will be held by the Business Center or OM throughout the initial term and any automatic renewal period to secure the performance of member’s obligations, covenants, and agreements. The OM shall have the right to apply all or any portion of such retainer to cure any and all defaults of Member under the MA, including any damage or alterations to the Business Centers. The OM agrees to return the balance of the retainer to the Member, without interest, within 60 days after termination of the MA. The OM shall use commercially reasonable efforts to return the retainer to the Member. If the Member cannot be located, the retainer shall be forfeited one year after termination of the MA. 24. Maintenance and Use of Dedicated Space. Member agrees to maintain dedicated space in good condition and repair any damage caused by Member at Member’s cost and expense. Member further agrees at the end of the term of the MA to return the dedicated space to the OM in substantially as good condition as when received. Member shall use the dedicated space for general office purposes only. Member shall conform to all present and future laws and ordinances affecting the building. No storage of any material outside of the dedicated space shall be allowed unless first approved by the OM via email. Member shall not store or use any hazardous materials in the dedicated space. Member further agrees not to install any electrical equipment that overloads any electrical paneling, circuitry or wiring and further agrees to comply with the requirements of the insurance underwriter or any governmental authorities having jurisdiction thereof. 25. Personal Property Taxes. Member shall be responsible for all taxes and assessments levied and/or assessed by any governmental authority against any furniture, fixtures or equipment owned by member. 26. Inspection and Right of Entry. The OM shall have the reasonable right to enter dedicated space for inspection, to make repairs, alterations, improvements, additions, or for any other reason the OM may deem necessary or desirable. Fees shall in no way abate while such repairs, alterations, improvements, or additions are being made, for reason of loss or interruption of business of Member or otherwise. 27. Disclaimer of Liability. Member understands and voluntarily accepts any risks associated with Member’s services or any use of the Business Center. Except where prohibited by law, member agrees that the OM and all its affiliates and subsidiaries and their respective successors, assignees, officers, directors, owners, employees, agents, and representatives will not be liable for any injury, including, without limitation, personal, bodily, or mental injury, economic loss, or any damage resulting from negligence and other acts of the OM, its employees, officers, representatives, owners, partners, or affiliates. The member expressly and specifically agrees to waive, and agrees not to make, any claim for damages, direct, indirect, punitive, special or consequential, including, but not limited to, lost business, revenue, profits or data, for any reason whatsoever arising out of or in connection with this agreement, any failure to furnish any service provided hereunder, any error or omission with respect thereto, from failure of any and all courier service to deliver on time or otherwise deliver any items (mail, packages, etc.), or any interruption of services (including, but not limited to, interruptions caused by acts of God, such as fire, flood, earthquake, storm, lightning strike, tornado, volcanic eruption, hurricane, or other natural disaster, pandemics, strikes, lockouts, war, riots, and acts of a public enemy or terrorist). 28. Other Provisions. OM may delay enforcing any of its rights without losing them. OM can enforce this MA against member’s heirs and legal representatives. Any individual who is executing the MA in his or her capacity as an officer, director, shareholder, member or otherwise on behalf of any legal entity warrants that he or she is authorized to do so and that, by his or her signature hereto, such entity is thereby legally bound. The MA, these Terms and Conditions, and any other documents referenced herein, constitute the entire agreement and understanding of the parties with respect to their subject matter, and supersedes all previous or contemporaneous representations or agreements of the parties regarding their subject matter.