SBRUBBLES LLC MEMBER SERVICE AGREEMENT - V1
Main Member Name:
Total (Fees + Deposit)
Print (B/W); (C)/month:
Conf. room credits/month:
Credit or Debit Card:
Name on the Card:
The Terms of this Agreement are confidential and Member agrees not to disclose the terms to any third party, including other Members or prospective Members of SBRUBBLES LLC, unless required to do so by law. In the event that Member violates this provision, SBRUBBLES LLC shall have the right to terminate this Agreement. This obligation shall survive and continue after the expiration of this Agreement. Member hereby acknowledges that Member has read and understood this Agreement, including the Terms and Conditions and Office Rules and Regulations which are made a part hereof by this reference and further agrees to be legally bound hereby.
TERMS AND CONDITIONS
SBRUBBLES LLC reserves the right to change the office center hours at any time upon written email notice to Member. The office center is closed during national holidays and may not be accessible during certain events such as, adverse weather. Access to the office center is granted only to the Member and Member may not transfer, assign or sublicense the right to enter or use the same.
1.1. Normal office center hours are Monday through Friday from 9:00 am to 6 pm. The office center is closed on Saturdays and Sundays.
1.2. The DEDICATED DESKS, THE IDEAS IN THE BOX and THE IDEAS IN THE BIG BOX Members will be able to access the office twenty-four (24) hours a day and seven (7) days a week.
No more than two (2) persons shall occupy an office without the prior written consent of SBRUBBLES LLC. Member agrees to abide by the Office Rules and Regulations appearing below. SBRUBBLES LLC reserves the right to relocate Member to another office(s) provided that such office(s) will be of equal or greater value. SBRUBBLES LLC will incur all reasonable direct out-of-pocket moving expenses associated with any such relocation. From time to time, SBRUBBLES LLC and its representatives may access Member’s office(s) to inspect the condition thereof, make any necessary repairs, or show the office(s) to prospective Members. All reasonable efforts will be made to avoid any disruption of Member’s business. In the event the offices identified herein are not available on the Start Date referenced herein, SBRUBBLES LLC reserves the right to extend the Start Date for up to 30 days, upon prior notice to Member.
In addition to Member’s office(s), SBRUBBLES LLC will provide Member with certain services and facilities on a requested basis. The fees associated with these services will be made available on Member’s request, however, the same may be adjusted from time to time. Any charges incurred by any Member or guests are billed and payable by the payment due date listed on this Agreement. Member may be provided with certain monthly allotments for services as part of Member’s Agreement with SBRUBBLES LLC, however, unused quantities do not carry over to the next calendar month. SBRUBBLES LLC and its vendors are the only parties authorized to provide services in the office center. Members agrees that will not solicit or accept from other Members in the center any service provided by SBRUBBLES LLC.
Member agrees to pay the monthly fixed fees listed on this Agreement and any charges incurred for additional services, plus applicable taxes, by the payment due date. At SBRUBBLES LLC’s discretion, Member shall keep accurate and up to date credit card or debit card information on file with SBRUBBLES LLC, so that payment via automatic recurring can be processed by SBRUBBLES LLC on the payment due date. Invoices will be emailed to Member monthly using the email address provided by Member in this Agreement. Member authorizes SBRUBBLES LLC to debit his assigned card (credit or debit) for the fees and charges due hereunder. Payment for casual usage (extra days, printing, conference rooms, etc.) is to be paid on the day of use unless other arrangements have been made between SBRUBBLES LLC and Member. Member is responsible for making all payments on time and it is Member’s responsibility to inform SBRUBBLES LLC in writing of any new billing contact email address and non-receipt of any invoices in a timely manner. Should Member dispute any portion of the charges on Member’s bill, Member agrees to notify SBRUBBLES LLC in writing within thirty (30) days or waive Member’s right to dispute such charges. The undisputed portion of the charges will remain due on the payment due date. Payments made after the payment due date are subject to a late fee of ten percent (10%). If a check is dishonored, a service fee 5% of the check amount, or the amount allowed under Florida law, whichever is greater, will be charged. Member agrees that any credit card on file may be charged for any amount due, including delinquent payments.
Member agrees to pay the refundable deposit (please see the Membership Details on page 1) required in this Agreement. The deposit is not held in a separate account from other funds of SBRUBBLES LLC and may be applied to outstanding charges at SBRUBBLES LLC’s discretion and SBRUBBLES LLC may require that Member replace any funds applied to Member’s charges. If at the end of the term Member has fulfilled all of Member’s obligations under this Agreement, the deposit, or any remaining balance after satisfying all obligations under this Agreement, will be refunded, without interest within 30 (thirty) days of the termination date
THIS AGREEMENT IS NOT A LEASE OR ANY OTHER INTEREST IN REAL PROPERTY. IT IS A CONTRACTUAL ARRANGEMENT THAT CREATES A REVOCABLE LICENSE. SBRUBBLES LLC retains legal possession and control of the office center and the office(s) assigned to Member. SBRUBBLES LLC’s obligation to provide Member space and services is subject to the terms of SBRUBBLES LLC’s lease or occupancy agreement with the building. Member does not have any rights under SBRUBBLES LLC’s lease with SBRUBBLES LLC’s landlord. When this Agreement is terminated Member’s license to occupy the office center and office(s) is fully and finally revoked. Member agrees to remove Member’s personal property and leave the office(s) as of the date of that termination. Member may not assign this Agreement without prior written consent from SBRUBBLES LLC.
Member agrees that Member’s assigned private office(s) and/or desk(s) is/are in good order and condition and accept them as-is and in their present condition. Further, Member agrees to maintain the premises in as good condition and repair for the term of this Agreement. Member is responsible for any damages Member, Member’s employees or guests cause to the office center and Member’s office(s). Member is responsible for insuring Member’s personal property against all risks and hereby waives any right of recovery against SBRUBBLES LLC, its directors, officers and employees for any damage or loss to Member’s property. Additionally, Member is advised to obtain and maintain in full force and effect during the term hereof a comprehensive general public liability insurance policy, insuring Member for any and all accidents and other liability that may arise during the term hereof. Member understands and acknowledges that SBRUBBLES LLC does not carry insurance that will cover Member or Member’s employees or guests and Member hereby waives any right of recovery against SBRUBBLES LLC, its directors, officers and employees for any damage, loss or liability. All property in the office center or Member’s office(s) is understood to be under Member’s control. Any property left in the office(s) after termination of this Agreement is deemed abandoned.
Should Member elect to use the Internet access provided by SBRUBBLES LLC, Member agrees that the security of Member’s data and files is Member’s responsibility. Member acknowledges that the differing requirements of each Member prohibit SBRUBBLES LLC from providing firewall and virus protection that meets the needs of all. As such, it is the sole responsibility of each Member to provide suitable security and SBRUBBLES LLC makes no claim to provide such protection. Any costs incurred by SBRUBBLES LLC for damage to the SBRUBBLES LLC network incurred as a result of Member’s introduction of a computer virus or worm, or an attempt by Member to hack the network, will be paid by Member. Member further acknowledges that this is a shared network, and streaming of audio or video files degrades the access of other Members, and is prohibited, except as otherwise agreed between Member and SBRUBBLES LLC.
Member is in default under this Agreement if:
1) Member fails to abide by the Office Rules and Regulations for the office center, a copy of which has been provided to Member;
2) Member does not pay Member’s fees on the designated payment due date and, after written (or email) notice of this failure to pay, Member does not pay within five (5) business days; or
3) Member does not comply with the terms of this Agreement. In the event Member defaults on Member’s obligations under this Agreement, Member agrees that SBRUBBLES LLC may cease to provide any and all services, including telephone services and Member’s access to Member’s office(s) without resorting to legal process. If Member enters by force an office from which Member has been barred or locked out for default, Member acknowledges that such entry is a crime and may be prosecuted.
Unless otherwise provided for herein, this Agreement will automatically renew for another term of the same duration as the term provided for herein, beginning immediately following the last day of the that term and any renewal thereof, at the then current rates for the office(s) and services provided for herein. To cancel this automatic renewal, either party must provide written notice to the other, no less than thirty-two (32) days in advance of the last day of the term provided for herein or any renewal term, whichever applies. If this Agreement is for a term of less than 32 days, Member must provide written notice to SBRUBBLES LLC upon Member’s signing of this Agreement, otherwise Member must provide no less than 32 days in advance written notice to cancel this or any automatic renewal, unless otherwise agree to in writing between SBRUBBLES LLC and Member.
(a) Member has the right to terminate this Agreement early if:
1) SBRUBBLES LLC is unable to provide Member with access to Member’s mail, telecommunications service or office(s) for a period of fifteen (15) consecutive business days; or
2) as part of a negotiated Member agreement with SBRUBBLES LLC.
(b) SBRUBBLES LLC reserves the right to terminate this Agreement at any time if;
1) Member fails to cure a default or if the default cannot be cured;
2) Without the opportunity to cure, Member repeatedly defaults under the Agreement; or
3) Member uses the office center for illegal purposes.
4) Should Member continue to occupy any office(s) beyond the expiration or termination of this Agreement, without a renewal agreement, to which SBRUBBLES LLC has agreed in writing, Member will be charged at the then current daily rates applicable to daily Members.
(c) AcceptRefuse Early Termination: In the case the Member signs an agreement for a longer period of time (greater than 2 months) with a discounted rate and the Member decides to terminate the agreement before it is due, the Member must provide written notice to SBRUBBLES LLC no less than thirty-two (32) days before the last day of the term provided. In this case, the Member will no longer have the initial discounted rate and will be charged the regular monthly rate.
Upon termination of this Agreement, Member must notify all parties with whom Member does business of Member’s change of address and telephone number. Member understands and agrees that Member will not file a change of address request with the postal service, as this may cause all mail addressed to the office center to be forwarded. Provided Member’s account is in good standing, SBRUBBLES LLC can hold or forward Member’s mail and packages for an additional cost. Some Members may qualify for six (6) months of mail forwarding as required by USPS regulations. All telephone numbers and IP addresses are the property of SBRUBBLES LLC and will not be transferred to Member. Provided that Member’s account is in good standing, SBRUBBLES LLC can forward those calls or provide all incoming callers with a message informing them of Member’s new telephone number for an additional cost. Upon termination of this Agreement, Member will be charged $75/month plus postage for three (3) months following the end of this Agreement to forward all of Member’s mail on a weekly basis. In addition, SBRUBBLES LLC will auto-answer Member’s primary telephone number on which incoming callers will be provided with Member’s new telephone contact Information.
Member acknowledges that due to the imperfect nature of verbal, written and electronic communications, neither SBRUBBLES LLC, or its landlord or any of their respective officers, directors, employees, shareholders, partners, agents, or representatives shall be responsible for damages, direct or consequential, that may result in the failure of SBRUBBLES LLC to furnish any service, included but not limited to the service of conveying messages, communications or other utility services. Member’s sole remedy and SBRUBBLES LLC’s sole obligation for any failure to render any service is limited to an adjustment to Member’s bill in an amount equal to the charge for such service for the period during which the failure, delay or interruption occurred. WITH THE SOLE EXCEPTION OF THE REMEDY DESCRIBED IN THIS SECTION, MEMBER EXPRESSLY AND SPECIFICALLY AGREES TO WAIVE, AND AGREES NOT TO MAKE, ANY CLAIM FOR DAMAGES, DIRECT OR CONSEQUENTIAL, INCLUDING WITH RESPECT TO LOST BUSINESS OR PROFITS, ARISING OUT OF ANY FAILURE TO FURNISH ANY SERVICE, ANY ERROR OR OMISSION WITH RESPECT THERETO, OR ANY DELAY OR INTERRUPTION OF SERVICES. SBRUBBLES LLC HEREBY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Member agrees that, during the term of Member’s Agreement and for twelve (12) months afterward, Member will not solicit for hire, hire, or cause to be hired any of SBRUBBLES LLC’s employees. If Member does, Member agrees that actual damages would be difficult to determine and, therefore, Member agrees to pay liquidated damages in the amount of the annual base salary of the employee that Member hires or cause to be hired. Member agrees that this liquidated damage amount is fair and reasonable.
All notices with regard to this Agreement shall be in writing and given by registered or certified mail, postage prepaid, overnight mail, or hand delivered with proof of delivery, addressed to Member or to SBRUBBLES LLC at the addresses listed on this Agreement.
In the event a dispute arises under this Agreement, Member agrees that the matter will be submitted to arbitration pursuant to the procedure established by the American Arbitration Association. The arbitrator shall hear Member’s dispute in Orange County, Florida. The decision of the arbitrator will be binding on the parties. The non-prevailing party, as determined by the arbitrator, shall pay the prevailing party’s attorney’s fees and the costs of the arbitration. Nothing in this paragraph will prohibit SBRUBBLES LLC from seeking equitable relief, including, without limitation, any action for removal of Member from the office center after the license has been terminated or revoked. This Agreement is the entire agreement between SBRUBBLES LLC and Member and supersedes all prior agreements. This Agreement is to be governed by the laws of the State of Florida and the venue for any action shall be Orange County, Florida. This Office Rules and Regulations are hereby incorporated into this Agreement.
Member is responsible for maintaining all required personal and business licenses and permits. Further, Member shall, at all times, comply with all applicable City, County, State and Federal regulations and requirements.
SBRUBBLES LLC shall have the right to update, modify, and/or change the Office Center Policies, Office Center services, terms and prices, at any time without notice to Member. Member acknowledges that the most current policies, service terms and pricing will be sent to Member via the email address provided by Member and will also be located online at http://www.sbrubbles.biz/policy. It is Member’s responsibility to check email notices from SBRUBBLES LLC and SBRUBBLES LLC’s website to remain informed as to all updates. Member acknowledges and agrees that Member is accepting and will be bound by all updated and new terms upon each renewal of this Agreement.
Member authorizes SBRUBBLES LLC to perform a background and credit check and investigation to confirm the information provided by Member to SBRUBBLES LLC and to confirm Member’s fitness to occupy the Office Center. Member agrees to pay SBRUBBLES LLC a $50.00 fee for this check and investigation for the Main Member and a $30.00 (per additional member) fee for investigation of the other members in the same account/group, if it is the case.
SBRUBBLES LLC and its Locations are not responsible in any case for the Work Permit Status of its Members.
All scheduled meeting rooms and/or conference rooms shall require a 24 hours notice. In the absence, the standard rate will apply. If you have credit hours available, it shall be deducted from the credit hours in your account.
23. SBRUBBLES LLCs reserves the right to make such other reasonable Office Policies as in its judgment may from time to time be needed for the safety, care, and cleanliness of the offices. SBRUBBLES LLC shall have no responsibility to Member for the violation or non-performance by any other Member of any of the Office Policies, but shall use reasonable efforts to uniformly enforce all Office Policies.
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Document Name: SBRUBBLES LLC MEMBER SERVICE AGREEMENT - V1
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