“Agreement” means these Terms and Conditions, as may be amended from time to time, together with the attached Membership Details form and any other attachments, exhibits, and supplements.
“Member” means the Primary Member and each other individual authorized to receive the Services and allocated a Membership granted to the Primary Member.
“Member Company” or “you” means the entity or individual entering into this Agreement as set forth in the Membership Details form.
“Primary Member” means the only Member authorized to make changes to or terminate this Agreement and receive or give notice under this Agreement.
“Office Space” means the office and/or workspace provided to the Member Company corresponding to the Membership selected in the Membership Details form.
“Premises” means the building or portion of the building in which TABBRIS offers offices, workspaces, and/or other services to Members.
“Regular Business Days” are all weekdays except local bank and government holidays.
“Regular Business Hours” are generally from 9:00 a.m. to 6:00 p.m. on Regular Business Days.
“TABBRIS,” “we” or “us” means [Tabbris Properties South, LLC.]
- (a) Services. Subject to the terms of this Agreement, we will provide each Member the services described below. These services are referred to in this Agreement as the “Services.”
- Non-exclusive access to and use of the Office Space.
- Regular maintenance of the Office Space, provided that we will not be responsible for damage exceeding normal wear and tear.
- Furnishings for the Office Space of the quality and in the quantity typically provided in office spaces or open workspaces for members in the Premises.
- Subject to each Member’s acceptance of and continued compliance with the terms of service, including access to and use of the TABBRIS member portal.
- Access to and use of the shared Internet connection.
- Use of the printers/copiers/scanners. You are entitled to a number of print-outs and copies per month specified in the Membership Details form. The number of print-outs and copies may not be rolled over from month-to-month. Print-outs and copies in excess of the amount specified are subject to overage fees.
- Subject to availability and your prior reservation, use of the conference rooms during Regular Business Hours. You are entitled to the number of credits per month specified in the Membership Details form. The conference room allowance may not be rolled over from month-to-month. Use of the conference rooms in excess of such number of credits is subject to overage fees. Conference rooms are for meetings with two ( 2) or more persons.
- Subject to availability and your prior reservation, use of the podcast studio during Regular Business Hours. You are entitled to the number of credits per month specified in the Membership Details form. The podcast studio allowance may not be rolled over from month-to-month. Use of the podcast studio in excess of such number of credits is subject to overage fees.
- Heat and air-conditioning in the Office Space during Regular Business Hours.
- Acceptance of mail and deliveries on behalf of your business during Regular Business Hours. Dedicated desk, cube, and private office memberships include designated mailboxes. Memberships that do not include designated mailboxes may add this service for a monthly fee of $20 per month.
- Opportunity to participate in member-only events, benefits and promotions.
- (b) Updating the Member List. You are responsible for maintaining the accuracy of the names of the Members on the Member List attached to this Agreement. If you have any changes to the individuals designated as Members, before such changes take effect, the Primary Member must email us to the email address specified at the bottom of the cover page to this Agreement. In this email, the Primary Member must include the name(s) and email address(es) of the departing and new member(s) and the effective date of this change. Only those individuals set forth on the Member List will be deemed to be “Members” and entitled to the benefits described in this Agreement. If the number of Members exceeds the number allocated in the Membership Details form, you will be required to pay an additional membership fee. We reserve the right to limit the number of additional Members in connection with this Agreement.
- (c) Guests. We allow guests for all members. All non-member guests must check in at the front desk and may be required to pay a day use fee for usage of the space that exceeds one (1) hour. All non-member guests are required to possess and display a valid visitor pass at all times.
- (d) Our Reserved Rights. We are entitled to access your Office Space, with or without notice, for maintenance, safety or emergency purposes. During these times, we may temporarily move furniture contained in the Office Space. We reserve the right to move or alter your Office Space. We may modify or reduce the list of Services at any time with prior notice. The Services may be provided by us, an affiliate or a third party.
- MEMBERSHIP FEES
- (a) Commitment Fees. Upon submitting a signed and completed Agreement, you may be obligated to pay a nonrefundable commitment fee to hold certain memberships prior to their Start Date, each in the amount indicated in the Membership Details form. Without commitment fees, spaces assigned to memberships with future Start Dates cannot be guaranteed. Your commitment fee is your guarantee to hold a space.
- (b) Security Deposits. On the Start Date, any pre-paid commitment fee will be applied to the security deposit due, as set forth in the Membership Details form. The security deposit is not intended to be a reserve from which other fees may be paid. In the event you owe us other fees, you may not rely on deducting them from the security deposit, but must pay them separately. The security deposit will be returned to you no later than thirty (30) days following the termination of this Agreement, subject to the complete satisfaction of your obligations under this Agreement.
- (c) Membership Fee. During the term of this Agreement, we will process payment for your membership fee and other outstanding fees on the first day of the month due in advance. The membership fee covers memberships for only the number of Members indicated. Additional memberships will result in an increased membership fee.
- (d) Overage Fees. This membership entitles the Members to a certain number of pre-paid Services (conference room, podcast studio, printing) specified in the Membership Details form. If the Members exceed such allocated amounts, you will be responsible to pay fees for such overages. The current fee schedule for overage fees is available online in the member portal.
- (e) Reactivation Fees. If payment for the monthly membership fee or any other accrued and outstanding fee is not made by the fifth day of the month, you will be responsible to pay a reactivation fee of $50.00.
- TERM AND TERMINATION
- (a) Term. This Agreement will be effective when signed by both parties and if applicable, payment is made by you of the commitment fee/security deposit fees. Each membership will begin on the later of the Start Date specified in the Membership Details form and the date you request the addition of such individual to the Member List. Each membership will terminate upon the earlier of the termination of the Agreement, your removal of a Member from the Member List or our notification to you that a Member violated these Terms and Conditions. If the Start Date is a Regular Business Day, the Members will be entitled to move into the Office Space on the Start Date. If the Start Date is not a Regular Business Day, the Members will be entitled to move into the Office Space on the first Regular Business Day after the Start Date no earlier than 10 a.m.
- (b) Cancellation Prior to Start Date By You. You may cancel this Agreement prior to the Start Date upon delivery of written notice to us and may be entitled to a full or partial refund of the commitment fee, if any, upon the following terms: if notice of cancellation is received by us more than sixty (60) days prior to the Start Date, you will be refunded all commitment fees paid by you and received by us. If notice of cancellation is received less than sixty (60) days and more than thirty (30) days from the start date, you will be refunded fifty percent (50%) of the commitment fee if any. If notice of termination is received by us less than thirty (30) days from the Start Date, you will be refunded zero percent (0%) of the commitment fee or security deposit.
- (c) Office Space Not Timely Available. If we are unable to make the Office Space available by the Start Date, we will not be subject to any liability therefore, nor will such failure affect the validity of this Agreement. In this event, you will not be obligated to make payments of the membership fee until the Office Space is made available to you. If the Office Space is not made available to you within fifteen (15) days of the Start Date, you may terminate this Agreement by providing us with notice of such termination at any time before the Office Space is made available to you. If you elect to terminate this Agreement under this provision, we will refund to you all fees paid by you and received by us.
- (d) Termination After the Start Date By You. You may terminate this Agreement by providing us with a completed and executed Exit Form. The Exit Form needs to be filled out and signed by the Primary Member. The termination will not be effective until the last Regular Business Day following the last day of your notice period, as indicated on your Member Details form. Your notice period begins upon your delivery to us of the Exit Form. You will be entitled to pro ration with respect to the last month's membership fee. This paragraph also applies to changes of Office Space initiated by you. On the last Regular Business Day of the month, you must vacate the Office Space no later than 4:00 p.m.
- (e) Termination After the Start Date by Us. We may immediately terminate this Agreement: upon breach of this Agreement by you or any Member; upon termination of our rights in the Premises; or at any other time, when we, in our discretion, see fit to do so. You will remain liable for past due amounts and we may exercise our rights to collect due payment despite termination of this Agreement.
- (f) Removal of Property upon Termination. Prior to the termination of this Agreement, you will remove all of your, the Members’, and their guests’ property from the Office Space. After providing you with reasonable notice, we will be entitled to dispose of any property remaining in or on the Office Space after the termination of this Agreement without any obligation to store such property, and you waive any claims or demands regarding such property or our handling of such property. You will be responsible to pay any fees reasonably incurred by us regarding such removal. Following the termination of this Agreement, we will not forward or hold mail or other packages delivered to us.
- (g) Changes to or Removal of Primary Member. A Primary Member generally has the sole authority to make changes to or terminate this Agreement. However, an executive officer of the company will have the authority to override the request of a Primary Member, if we receive such a request within 24 hours following such Primary Member’s request. An executive officer of the company will also have the authority to remove or replace the individual serving as the Primary Member. In certain circumstances, the individual designated as the Primary Member may cease to provide services to the company or cease using the Office Space regularly. Unless we receive instructions from an executive officer of the company, we will use our reasonable judgment in designating a replacement Primary Member. We will be entitled to rely on communications to or from such person as notice from or to the company. We will be entitled to request reasonable information to confirm that an individual claiming to be an executive officer of the company truly is one.
- (a) You acknowledge and agree that:
- keys, key cards and other such items used to gain physical access to the building or the Office Space, including mailbox keys, remain our property. You will cause the Members to safeguard our property and you will be liable for replacement fees should any such property be lost, stolen or destroyed;
- you shall promptly notify us of any change to your contact and payment information. Notwithstanding the aforementioned, all other fees related to late payments in this Agreement will still apply;
- we will provide notice to you and the Members of any changes to services, fees, or other updates to the email addresses provided by you. It is your responsibility to read such emails;
- all of your Members are at least 18 years of age;
- for security reasons, we may regularly record via video certain areas in the Premises;
- we may disclose information about you or the Members as necessary to satisfy any applicable law, regulation, legal process or government request;
- you and the Members will abide by other rules and regulations as determined by us which are communicated to you by email. We may add, delete or amend the rules and regulations at our reasonable discretion and with notice to you.
- your Office Space has a limited capacity. Whether or not you have paid for additional members for your space, no more than that capacity is permitted to work in your Office Space at any given time. The capacity of your Office Space is in the Membership Details form; and
- common spaces are to be enjoyed and used by all of our members and guests, and are for temporary use and not a place for continuous, everyday work.
(b) No Member will:
- perform any activity that is reasonably likely to be disruptive or dangerous to other members, their guests, or their property;
- use the Services to conduct or pursue any illegal activities;
- use the Services to conduct any activity that is generally regarded as offensive;
- attach or affix any items to the walls, install antennas, or telecommunication lines or devices in the Office Space or bring additional furniture into the Office Space, in each case without our prior written consent;
- misrepresent himself or herself to the TABBRIS community, either in person or in the member portal;
- take or copy information belonging to other members or their guests;
- use the name “TABBRIS” or use pictures or illustrations of the Premises in any advertising, publicity or other purpose, without our prior written consent;
- use the Office Space in a “retail,” “medical,” or other nature involving frequent visits by members of the public;
- make any copies of any keys or other means of entry to the Premises or lend, share or transfer any keys or keycards to any third party;
- install any locks to access the Office Space or anywhere within the Premises;
- allow any guest(s) to enter the building without registering such guest(s) according to our policies;
- move any furniture from common areas to the Office Space; or
- bring any weapons of any kind, or any other offensive, dangerous, hazardous, inflammable or explosive materials into the Office Space or Premises.
- ADDITIONAL AGREEMENTS
- (a) Technology Release. In order to utilize all the functionalities offered by us, it may be necessary to install software onto a Member’s computer. In addition, from time to time, at a Member’s request, we or an affiliate may help troubleshoot problems a Member may have in trying to access certain functionalities, such as printing or accessing the Internet. Regarding the foregoing, you agree that we and our affiliates are not responsible for any damage to any Member’s computer system related to such technical support or downloading and installation of any software; do not assume any liability or warranty in the event that any manufacturer warranties are voided; and do not offer any verbal or written warranty, either expressed or implied, regarding the success of any technical support.
- (b) Waiver of Claims. To the extent permitted by law, you, on your own behalf and on behalf of the Members, your employees, agents, and invitees, waive any and all claims and rights against us and our affiliates, and each of our and their members, assignees, officers and directors resulting from injury or damage to, or destruction, theft, or loss of property or person. By signing this Agreement you acknowledge that we may create media, including video and photography, in our common areas and dedicated workspaces in which you and/or your members may appear. We reserve the right to use this media in our promotional materials without waivers.
- (c) Limitation of Liability. The aggregate monetary liability of us or our affiliates to you, the Members, or your or their guests for any reason and for all causes of action, will not exceed the total fees paid by you to us under this Agreement. We and our affiliates will not be liable under any cause of action, for any indirect, special, incidental, consequential, or punitive damages, including loss of profits or business interruption. You may not commence any action, or proceeding against us or our affiliate, 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.
- (d) Indemnification. You will indemnify us and our affiliates from and against any and all claims, liabilities, and expenses including reasonable attorneys’ fees, resulting from any breach of this Agreement by you or the Members or their guests or their actions or omissions. If any such claim, action, or proceeding is brought against us or our affiliates, you, will at your expense, upon written notice from us, defend such action or proceeding by counsel approved by us. You are responsible for the actions of and all damages caused by all persons that you, the Members or their guests invite to enter the building.
- (e) Insurance. You may choose to maintain, at your own expense, personal property insurance and commercial general liability insurance covering you and the Members for property loss and damage, injury to the Members and the Members’ guests and prevention of or denial of use of or access to, all or part of the Premises in form and amount appropriate to your business. We and landlord shall be named as additional insureds on any such policies of insurance.
- (f) Pets. While we love our pets, we are a pet-free work environment.
- (g) Other Members. We do not control and are not responsible for the actions of other members. If a dispute arises between members or their invitees or guests, we shall have no responsibility or obligation to participate, mediate or indemnify any party.
- (h) Class Action Waiver. Any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings.
- (a) Nature of the Agreement. Notwithstanding anything in this Agreement to the contrary, you and we agree that our relationship is not that of landlord-tenant or lessor-lessee and this Agreement in no way shall be construed as to grant you or any Member any title, easement, lien, possession or related rights in our business, the Premises or anything contained in the Premises. This Agreement creates no tenancy interest, leasehold estate, or other real property interest. This Agreement shall not be deemed to create a fiduciary or agency relationship, or partnership or joint venture. Neither party will in any way misrepresent our relationship.
- (b) Updates to the Agreement. We may from time to time update this Agreement and will provide notice to you of these updates. You will be deemed to have accepted the new terms of the Agreement following the completion of one (1) full calendar month after the date of notice of the update(s). Continued use of the Office Space or Services beyond this time will constitute acceptance of the new terms.
- (c) Governing Law. This Agreement is governed by the laws of the State of North Carolina, without giving effect to any conflict of law principle that would result in the laws of any other jurisdiction governing this Agreement. Any such action, or proceeding will be litigated in courts located in Charlotte, North Carolina, to the extent permitted by law. YOU HEREBY IRREVOCABLY AGREE TO WAIVE ANY RIGHT TO A JURY TRIAL OF ANY SUCH CLAIM OR CAUSE OF ACTION.
- (d) 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.
- (e) Subordination. This Agreement is subject and subordinate to our lease with our landlord of the Premises and to any other agreements to which our lease with this landlord are subject to or subordinate.
- (f) Extraordinary Events. We will not be 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 as a result of any causes or conditions that are beyond our reasonable control and which we are unable to overcome by the exercise of reasonable diligence.
- (g) Separable Provisions. Each provision of this Agreement shall be considered separable. To the extent that any provision of this Agreement is prohibited, this Agreement shall be considered amended to the smallest degree possible in order to make the Agreement effective under applicable law.
- (h) Survival. All provisions of this Agreement reasonably expected to survive the termination of this Agreement will do so.
- (i) Notices. Any and all notices under this Agreement will be given via email, and will be effective on the first business day after being sent. All notices will be sent via email to the email addresses specified on the cover sheet, except as otherwise provided in this Agreement. The Primary Member is the only person who may send or receive notice on your behalf, except as otherwise provided in this Agreement.
- (j) Attorneys’ Fees. If any action, suit, or proceeding is instituted to interpret, enforce, or rescind this Agreement, or otherwise in connection with this Agreement, the prevailing party will be entitled to recover, 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 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 court.
- (k) Headings. The headings in this Agreement are for convenience only and are not to be used to interpret or construe any provision of this Agreement.
- (l) No Assignment. You may not transfer or otherwise assign any of your rights or obligations under this Agreement without our prior consent.
- (m) Compliance with Laws. You hereby represent and warrant that at all times you and your Members have conducted and will conduct your operations ethically and in accordance with all applicable laws.
- (n) Counterparts. This Agreement may be executed in any number of counterparts by either handwritten or electronic signature, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement, and each of which counterparts may be delivered by emailing the other party to this Agreement signed scanned document or electronically signed portable document format (pdf) version of the contract (as applicable). Each party agrees to the execution of this Agreement in this manner, and the parties acknowledge that execution in this manner creates a binding contract between the parties on the Effective Date.
- (o) Authority. You hereby represent and warrant the you have 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. You further represent and warrant that your participation or use of the Services will not conflict with or result in any breach of any license, contract, agreement or other instrument or obligation to which you are a party.