SBRUBBLES LLC MEMBER SERVICE AGREEMENT
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
- HOURS & ACCESSIBILITY:
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.
- USE OF THE PREMISES.
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.
- REFUNDABLE DEPOSIT.
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
- LICENSE AGREEMENT.
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.
- INTERNET SERVICE.
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.
- AUTOMATIC RENEWAL.
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) 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.
- LIMITATION OF LIABILITY.
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.
- HIRING OF EMPLOYEES.
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.
- ARBITRATION AND ENTIRE 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.
- PROPERTY TAXES & LICENSES.
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.
- OFFICE CENTER POLICIES; UPDATES.
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.
- BACKGROUND INVESTIGATIONS.
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.
- MEMBERS` WORK PERMIT STATUS.
SBRUBBLES LLC and its Locations are not responsible in any case for the Work Permit Status of its Members.
- CONFERENCE AND MEETING ROOMS USAGE CANCELATION POLICY
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.
Read, Acknowledged and Agreed to By Member:
- Member’s employees and guests will conduct themselves in a businesslike manner, including keeping the noise level so as not to interfere with or annoy other Members and abiding by SBRUBBLES LLC’s directives regarding security, keys, parking and other such matters common to all occupants.
- Member agrees to abide by a dress code that prohibits the wearing of sweatpants, sweatshirts, bare feet or any other attire that SBRUBBLES LLC determines to be unprofessional in nature in the public areas such as the reception area, conference and meeting rooms and in the corridors.
- Member will not affix anything to the windows, walls, or any other part of the office(s) or office center or make alterations or additions to the office(s) or office center without the prior written consent of SBRUBBLES LLC.
- Member will not prop open any corridor doors, exit doors or door connecting corridors during or after business hours.
- Member will not use public areas without the consent of SBRUBBLES LLC, and those areas must be kept neat and attractive at all times. All corridors, halls, elevators, and stairways shall not be obstructed by Member or used for any purpose other than passage.
- Member will not place any items (furniture, signs, boxes, papers, etc.) in front of doors or interior glass windows or sidelights, without the prior written consent of SBRUBBLES LLC.
- No advertisements, identifying signs (other than signage provided by SBRUBBLES LLC, if any) or other notices shall be inscribed, painted or affixed on any part of the corridors, doors or public areas.
- Member may not conduct business in the hallways, reception area, or any other public areas, except in its designated office(s) or desks, or while using conference rooms, without written consent of SBRUBBLES LLC.
- Member will not bring animals into the building, with the exception of disabled assistance animals. Member will not use the premises for sleeping or for any immoral or illegal purposes.
- Canvassing, soliciting and peddling in the office center are prohibited, and Member shall not solicit other Members for any business or other purpose, without the prior approval of SBRUBBLES LLC.
- Member shall not remove furniture, fixtures or decorative material from the office center or office(s).
- Member shall, before leaving the office(s) unattended for an extended period of time, close and securely lock all doors and shut off all lights and other electrical apparatus. Member shall pay for any damage resulting from failure to do so.
- Open flames and smoking of any type is prohibited within the office center.
- Member may not create any odors from scented candles, cooking or any other activity or item which may produce strong or offensive odors.
- Member will not bring into the office(s) any stand-alone photocopier, telephone equipment or lines or Internet service, nor will Member operate any equipment which would exceed the electrical current of ordinary lighting and personal computing devices, including but not limited to heaters, hot plates, coffee makers or refrigerators, without the written consent of SBRUBBLES LLC at an agreed additional cost to Member.
- If Member requests any special installation, wiring or construction, it shall be done at Member’s expense by personnel designated and authorized by SBRUBBLES LLC.
- Member will not use SBRUBBLES LLC’s facilities for manufacturing, storage or any other purpose except that which may be incidental to general office purposes.
- No additional locks or bolts of any kind shall be placed upon any of the doors or windows of the office(s) or office center by Member, nor shall any changes be made on existing locks or the mechanisms thereof.
- Member agrees not to possess, in the office(s), in the office center, or anywhere on the premises where the office center is located, any firearms, explosives, narcotics, alcohol, flammable liquids or other hazardous materials without the written consent of SBRUBBLES LLC.
- All property belonging to Member or any employee, agent or invitee of Member shall be at the risk of such person only and SBRUBBLES LLC shall not be liable for damages thereto or for theft or misappropriation thereof.
- Member, its employees and guests, are prohibited from participating in any type of harassing or abusive behavior to SBRUBBLES LLC employees, Members and guests, whether verbal or physical, for any reason.
- Use of Internet access to transmit threatening material, or transmit or receive obscene material or for any unlawful purpose is prohibited and may result in the suspension of Internet service or the termination of Member’s Agreement.
- 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.
Read, Acknowledged and Agreed to By Member: