1. Names & Titles: The executed Member Service Agreement (“MSA”) constitutes a license agreement between the licensee (“Member”) that executed the MSA and the licensor doing business as either Office Evolution or Venture X (the “Business Center Operator”) listed in the Business Center Summary section of these Terms and Conditions. The Business Center Operator is an independent owner and operator of the Member’s home Office Evolution location (“Business Center”). You accept that an agreement creates no tenancy interest, leasehold estate or other real property interest in your favor with respect to the accommodation. Occupation of the premises by you is the commercial equivalent of an agreement for accommodation in a hotel. The Business Center Operator is giving you the right to share the use of the location with our staff and members and other clients
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 any inconsistency between the provisions of the Business Center Rules and the Terms and Conditions, the terms of the Business Center Rules shall control.
3. Invoices. Invoices will be distributed via email and will include any: 1) monthly fees as described in the MSA, which are billed in advance, and 2) usage charges for the previous month. Any one-time expenses such as set up fees, service retainers, late fees or prorated monthly fees may be invoiced at any time.
4. Payment. Payment of monthly invoices is due as outlined on your invoice. All month-to-month Members are required to utilize the auto-bill system. Auto-bill payments are charged to the ACH, credit card or debit card on the day indicated on your invoice. Members not on a month-to-month MSA may either pay by check, ACH or sign up for the auto-bill system. Checks may be dropped off at the Business Center reception desk or mailed to Office Evolution at 357 S. McCaslin Blvd, Suite 200, Louisville, CO. 80027. 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 Business Center to charge Member’s account for all security deposits, current fees, past due invoices, remaining usage fees, early termination fees and move out fees which may be charged as separate payments.
5. Sales Tax. Members agree to pay any applicable sales tax as required by any governmental agency.
6. Credit Card/Payment Processing Fees, Late Fees and Insufficient Funds. The Business Center Operator may pass through payment processing fees to you, where permitted by law. For recurring invoices not paid by the invoice due date, a late fee will be assessed in the amount of the lesser of 15% of the overdue balance, or the highest amount permitted by applicable law. The Business Center will not be responsible for any insufficient fund fees charged by Member’s bank as a result of auto-bill. The Business Center will charge a minimum fee of $45 each time any charge or debit cannot be collected due to insufficient funds.
7. Service Retainer. The retainer amount shown in the MSA must be paid by Member at time of the MSA execution. The retainer will be held by the Business Center throughout the initial term and any automatic renewal period to secure the performance of Member’s obligations, covenants, and agreements. The Business Center shall have the right to apply all or any portion of such retainer to cure any and all defaults of Member under the MSA, including any damage or alterations to the Business Center. The Business Center agrees to return the balance of the retainer to the Member, without interest, within 90 days after termination. The Business Center 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 MSA.
8. Cleaning and Restoration Fee. A minimum cleaning and restoration fee of $350 shall be charged upon move out for any dedicated space occupied by a Member. This fee covers cleaning and restoration of the space, including removal of small, abandoned items which can fit in the office trash bin. Abandoned larger items or larger amounts of items will be charged additional disposal fees. Abandoned furniture is a minimum fee of $500 for disposal. These fees will be determined at the sole discretion of the Business Center. If there are fees due in excess of the retainer, payment is due within 10 days of receiving an invoice.
9. Agreement End Dates. Regardless of the starting date, all agreements will have an end date on the last day of the month. The first month will be prorated if it does not begin on the first day of the month.
10. Notices to Terminate by Member.
11. Termination by Month-To-Month Member. Any Member with a month-to-month MSA may terminate the MSA by contacting their Business Center via email, personal delivery, or certified mail requesting termination in writing. Such termination shall be effective on the last day of month following receiving such notice which will be at least 30 days following receipt by the Business Center. A final invoice will be issued after the termination date for any remaining usage charges. Upon the termination date, all services shall immediately cease.
12. Termination by Other Members. Members with a MSA containing a term other than month-to-month may terminate the MSA early by sending an email, personal delivery, or certified mail to the Business Center requesting termination in writing at least 60/90 days (see above) prior to the requested termination date. Members may terminate prior to their contracted end date by, 1) agreeing to pay an early termination fee where applicable, and 2) paying all invoices and fees on or before the termination date. The early termination fee is equal to the greater of a) 3 months fees, or b) one-half of the remaining total obligation. All fees including any applicable late fees, interest and early termination fees set forth in the MSA must be paid prior to the requested termination date. Termination shall be effective on the last day of the month 60/90 days following receipt of notice if the above terms are met.
13. When an Office Agreement Ends. When an agreement ends you must vacate the office immediately, leaving it in the same state and condition as it was when you took occupancy of it. Upon your departure of the office or if you choose to move to a different office within the location, we will charge a fixed office restoral fee to cover normal cleaning and restoral fees. This office restoral fee will be charged at $350 per office. In addition, the Business Center reserves the right to charge additional reasonable fees for any additional repairs above and beyond normal wear and tear. Nail holes larger than 1/16” will incur a charge of $50 per hole repair. The Member does not have the right to do the repair work on their own or hire their own contractor to do the repair work. If any property is left in the office beyond the last day of your agreement, we have the right to dispose of this at your cost without any financial responsibility to you for any of its proceeds of sale. The member will be charged a minimum $500 disposal fee for ANY furniture left in the office which is not the property of the Business Center. If you do not vacate the office space when an agreement has ended, you are solely responsible for any use, loss, claim or liability we may incur as a result of your failure to vacate including legal fees and costs incurred by the Business Center. Additionally, holdover fees will be calculated by the day at a rate 25% above current MTM rate for the office.
14. Automatic Renewal. At the end of the initial term, if no notice is provided by the member of termination or if a new agreement is not reached with the member, the Member’s MSA will automatically renew at the same term as the initial MSA but at the MTM pricing. This does not apply to month-to-month memberships. The renewal of the MSA at the end of the original term is subject to approval by the Business Center in its sole discretion. Such renewals are subject to any then current pricing determined by the Business Center as stated in Price Changes and Terms and Conditions section of these Terms and Conditions.
15. Meeting Room Cancellation Policy. All meeting room reservations have a minimum 24-hour cancellation policy unless otherwise noted by Business Center. Failure to comply with this policy will result in Member/Guest being charged the full price of the scheduled meeting. Contact the Business Center for details.
16. Service Provisions. Services provided to the Member are indicated in the MSA and supporting sales documents. 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 similar use. The Business Center will notify a Member if it believes that Member’s usage is not in accordance with this policy and may limit the services or implement charges for the excessive usage.
17. Telephone and Internet Services. The Business Center agrees to supply commercially reasonable business level Internet access (intended for email, web browsing and occasional upload/download of data) and telephone service if applicable. If such services are suspended for maintenance or fail for any reason, Member shall not be entitled to any financial damages from the Business Center in regard to loss of service, including consequential damages. The Business Center’s responsibility shall be to restore the service as soon as commercially reasonable. The Business Center 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. The Business Center does not make any representation and cannot guarantee any maintained level of connectivity to our network nor the level of security of your data place on it. You should adopt whatever security measures you believe are appropriate for your business. Your sole and exclusive remedy in relation to issues of reduced connectivity which are within the Business Centers reasonable control shall be for us to rectify the issue within a reasonable period time following notice of such issue.
18. Mail. The Member agrees to comply with all applicable State and Federal laws regarding mail receipt and distribution. The Member releases the Business Center from any liability arising from or related to mail or packages received on their behalf.
19. Shared Workspace Use. Members are entitled to use of the Shared Workspace area consistent with the applicable plan limitations at qualifying Business Centers. Shared Workspace use is limited to Members (not clients or other guests), cannot be reserved, and is on a space available basis in designated areas at each qualifying Business Center. Ask the Business Center Manager or visit the Office Evolution/Venture X web site for more information on the availability of these facilities. If all available facilities are in use, the Member who has been using shared workspace for the longest period that day must vacate the space within 15 minutes of being notified. All Shared Workspace users must sign in at the front desk prior to using Shared Workspace. Shared Workspace use is intended as a convenience for Members and is not intended to be used as a permanent or semi-permanent substitute for paid workspace. All shared workspaces must be cleared at the end of each day. The Business Center is not responsible for any property left unattended anywhere in the center. The Business Center will, in its sole judgment, notify a Member if it believes that this policy is being abused and may then limit or rescind the Member’s Shared Workspace use, or terminate the member agreement in accordance with the Terms & Conditions.
20. Member Provided Equipment. Members must seek the written permission of the Business Center prior to installing equipment, such as switches, hubs, routers, servers, printers, scanners, fax machines or VOIP phones, in the Business Center. Personal firewalls installed by the member may interfere with our systems. If this equipment interferes with the optimal functioning of the Business Center network, the Member may be charged tech support fees to restore the network to previous working order. The Business Center disclaims responsibility for any Member equipment stored in any dedicated space, telecommunications room or other facility at the Business Center. The Business Center does not support any Member provided equipment. Specifically, the Business Center shall have not have any liability for damage caused by power surges, leaking water, vandalism, or theft of the member’s personal property. The member is responsible for protecting against and insuring against such losses.
21. Technology Maintenance. The Business Center observes a weekly routine technology maintenance window currently from Friday at 10pm Mountain time to Saturday at 7am Mountain time, during which period all systems may be offline. This window is subject to change. Members shall not be entitled to any refund regarding outages caused by regularly scheduled maintenance windows.
22. Telephone Numbers and Porting. The Business Center provides phone services via partnered vendors. All invoices and charges for these services will occur via your same Office Evolution/Venture X invoicing. Members using telephone services have the option of 1) using a phone number supplied by our partnered vendors, 2) porting their phone number to the partnered vendors’ phone carrier, or 3) retaining their own phone number which they forward to a phone number managed by the vendor. If a Member utilizes options 1 or 2, the phone number becomes the property of the Vendor. At any time, Members can choose to port off most phone numbers owned by the Vendors 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 Business Center and to restrictions imposed by the Business Center and the Member carriers. Members must be current with all invoices prior to porting off a phone number and must complete and sign the required paperwork for the process to take place. Porting can be a time-consuming process due to the cooperation required from multiple telephone companies. For this reason, the Business Center cannot provide a time estimate as to the duration of the process. The Business Center is not liable for any damages incurred by Member from delays in completion of the porting process.
23. Price Changes and Terms and Conditions. All month-to-month MSA pricing and/or additional service pricing is subject to change with 30-day notice from the Business Center via email or as noted in your contract. The Terms and Conditions are subject to change at any time and are available upon request from the Business Center. If changes are made to the Terms and Conditions, Members will be notified via email. Additional service fees and pricing may vary from business center to business center.
24. Additional Services requested by Member: The member may request additional services to be added to their plan such as, but not limited to, additional employees, parking, additional badge access, or any other add-ons services provided by the Business Center. If requested by the member and provided by the Business Center, a new written agreement shall not be required. Acceptance of the additional service without objection for 7 days constitutes acceptance by the Member and an agreed modification of this agreement for the additional services without the need for additional signatures. The services will be invoiced by the Business Center and the Member agrees to pay for said additional services as such modifications occur.
25. Default by Member or Termination by the Business Center. If a Member does not pay its entire invoice by the 10th of the month or if the Member breaches any other provisions of the MSA or Business Center Rules, such Member’s license is subject to immediate termination and collection actions. The Business Center also has the right to immediately terminate the license of the MSA for any reason, including but not limited to, if the Member or any of Member’s guests, employees or vendors acts in a way that is incompatible with normal shared space use, is disruptive or disrespectful to other Members or the Business Center employees, violates any laws, regulations or zoning rules, using the space for partial or full time residential purposes (which is prohibited) 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 MSA. In both aforementioned situations, the Business Center may discontinue service and restrict the Member’s access to the Business Center and any Member services, including, but not limited to, discontinuing electronic access, discontinuing live phone answering services, halting acceptance of mail, and changing locks on dedicated spaces. Member shall pay upon demand all costs and expenses, including reasonable attorney fees, incurred by the Business Center in enforcing the observance and performance by Member of all covenants, conditions and provisions of the MSA, as applicable, to be performed by Member of resulting from Member’s default. If a Member that is terminated for nonpayment, subsequently makes the required payments and then continues service, a new setup fee will be charged, and an additional month of security deposit may be required. If the Member benefited from a special discount, promotion or offer, the Business Center Operator may discontinue that discount, promotion or offer without notice if the Member materially breaches these terms and conditions.
26. Keys and Security. Business Center keys must not be duplicated. Shared entry points are to remain locked after hours and cannot be propped open. In the event of a lost or unreturned dedicated space key, mailbox key or security card or fob, the Business Center must be informed immediately, and Member must pay the costs of replacement and rekeying of locks if necessary. All keys and security cards or fobs must be returned upon termination of the MSA. Members will be subject to a minimum fee of $100 per key (plus any locksmith fees if required), security card, or fob not returned as determined by the Business Center. Members may not change or add locks to any door or window.
27. 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.
28. Insurance, Responsibility of the Business Center. The Business Center shall always have and maintain in effect property and general liability insurance in such amounts as shall be determined appropriate by the Business Center.
29. No political Campaigning or political signage. Due to the nature of shared workspace, the center prohibits political campaigning, messages, and display of political signage of any nature within the Business Center.
30. Employees. During the term of the MSA and for 6 months after, both the Business Center and you have invested a great deal in the training of our respective employees therefore, neither of us may knowingly solicit or offer employment to the other’s staff employed in the Business Center location (or for 3 months after they have left their employment). To recompense the other for staff training and investment costs, if either of us breaches this clause the breaching party will pay upon demand the other the equivalent of 6 months’ salary of any employee concerned as liquidated damages.
31. Compliance with the law: If the Business Center is advised by any government authority or other legislative body that it has reasonable suspicion that you are conducting criminal activities from the location, or you are or become subject to any government sanctions, then the Business Center shall be entitled to terminate any and all of your agreements with immediate effect. You acknowledge that any breach by you, your company or your employees of this clause shall constitute a material default, entitling the Business Center to terminate your agreement without further notice.
32. Governing Law. These Terms and Conditions are governed by and shall be construed in accordance with the laws of the state of Colorado without reference to principles of conflicts of the state’s law. All claims and disputes arising under or relating to these Terms and Conditions are to be settled by binding arbitration in Colorado.
33. Nature of the Agreement. The MSA is the equivalent of a revocable license. Member agrees that the MSA creates no tenancy, leasehold estate or any other property interest. Member hereby acknowledges and agrees that the MSA is subordinate to the terms of the lease agreement between the Business Center and its landlord.
34. Assignment or Sublicensing. Dedicated space use is limited to the Member listed on the MSA. Member may not assign the MSA without the written consent of the Business Center and any attempted assignment without such consent shall be void. Any consent by the Business Center shall not relieve Member of its primary obligations including the payment of all fees. Business Center may assign or transfer this MSA or any of its rights under this MSA without notice to Member, except as otherwise required by law.
35. 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 MSA to return the dedicated space to the Business Center in substantially as good condition as when received. Member shall use the dedicated space for general office purposes only. The member may not use the space for any residential purposes. 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 Business Center. 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.
36. Pet Policy. For the safety and comfort of all members, neither pets nor emotional support animals are allowed in the Business Center unless mandated by law. Exceptions apply to the Venture X Lodo, Office Evolution Downtown Denver (The Amp), Office Evolution Greenwood Village, Office Evolution Boulder, Office Evolution Longmont and Office Evolution Golden locations which allow for dogs upon execution of a Dog Policy agreement. Violation of the dog policy and banning of the animal from the premises shall not relieve the member of their obligations under the agreement.
37. 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.
38. Inspection and Right of Entry. The Business Center shall have the reasonable right to enter dedicated space for inspection, to make repairs, alterations, improvements, additions, mail/package delivery, cleaning, reselling of your space after notice of termination has been given, or for any other reason the Business Center 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.
39. Closure of Business Center. The Business Center may relocate or close after providing notice to its Members. In most circumstances the Business Center shall provide at least 60 days notice of relocation or closure. However, if 60 days notice is not possible, commercially reasonable efforts shall be used to notify members as soon as feasible. In the event of a relocation or closure, all Members of the Business Center shall be permitted to terminate their MSA on the date of relocation or closure, but no earlier unless otherwise allowed in these Terms and Conditions. The Business Center shall have no further liability beyond the relocation or closing date.
40. Disclaimer of Liability. Member understands and voluntarily accepts any risks associated with Member’s services or any use of the Business Center. To the maximum extent provided by law, Member agrees that Business Center and all of their 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, acts of God, acts of terrorism, and other acts of the Business Center, 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. In all cases the Business Center’s liability shall be limited to 125% of the fees paid for said services.
41. Other Provisions. Business Center Operator may delay enforcing any of its rights without losing them. Business Center Operator can enforce this MSA against Member’s heirs and legal representatives. Member acknowledges that each Office Evolution business center is independently owned and operated by an individual or entity licensed to do business as “Office Evolution” or “Venture X”.
