Legal Agreement: Terms of Service

MEMBERSHIP AGREEMENT FOR USE OF SPACE

Effective Date: May 1, 2026

This Membership Agreement is made between the individual or entity accepting this Agreement through the Proximity platform, referred to as “Member,” “you,” or “your,” and Back Office Studio LLC, referred to as “BOS,” “we,” “us,” or “our.”

This Agreement governs Member’s use of space, common areas, shared facilities, services, amenities, and access privileges at the building located at:

13 North Washington Street, Ypsilanti, Michigan 48197

By accepting this Agreement through Proximity, creating or maintaining a membership, booking a room, using access credentials, entering the premises, or paying membership fees, Member agrees to be bound by this Agreement and the BOS House Rules.

1. License to Use Space

Subject to this Agreement, BOS grants Member a limited, nonexclusive, nontransferable, revocable license to use the space and services made available under the membership plan selected by Member.

This Agreement does not create a lease, tenancy, easement, ownership interest, or any other interest in real property. BOS retains possession, control, and management of the premises at all times.

Member may use the premises only for lawful general office, coworking, meeting, professional, and related business purposes, subject to this Agreement, the selected membership level, the BOS House Rules, and availability.

2. Membership Plans and Benefits

Membership benefits, access privileges, room booking rights, included amenities, pricing, and any other plan specific terms are determined by the membership plan selected by Member through Proximity or otherwise approved by BOS in writing.

BOS may update, modify, suspend, or discontinue membership plans, amenities, shared facilities, or services at any time. Any material pricing change will be communicated to affected Members before the change takes effect.

3. Term and Automatic Renewal

The initial term of this Agreement begins on the date Member accepts this Agreement or the date the membership begins, whichever occurs first.

Unless cancelled or terminated under this Agreement, the membership will automatically renew on a month to month basis.

Member authorizes BOS and its payment processor to charge Member’s payment method for recurring membership fees, applicable taxes, room charges, incidental charges, late fees, replacement fees, and any other amounts owed under this Agreement.

4. Payment, Late Fees, and Failed Payments

Member agrees to pay all fees associated with the selected membership plan and any additional services, bookings, incidentals, or charges incurred by Member or Member’s guests.

Payment must be made through Proximity, credit card, ACH, electronic transfer, or another payment method approved by BOS.

Member is responsible for keeping an active and valid payment method on file. If payment fails, BOS may suspend access, cancel bookings, assess late fees, revoke membership privileges, or terminate this Agreement.

Fees are due in advance unless BOS agrees otherwise in writing. Incidental charges may be billed in arrears and charged with the next billing cycle or at the time incurred.

If payment is not received by the 10th day of the month in which payment is due, BOS may charge a late fee of $25 or the maximum amount permitted by law, whichever is less.

Member is responsible for any failed payment, returned payment, declined card, insufficient funds, chargeback, or collection related fee. BOS may charge a failed payment fee of $50 or the maximum amount permitted by law, whichever is less.

All fees are nonrefundable unless BOS expressly agrees otherwise in writing.

5. Cancellation by Member

Member may cancel the membership by providing written notice to BOS or by using the cancellation method available through Proximity, if applicable.

Unless BOS agrees otherwise in writing, cancellation takes effect at the end of the then current paid billing period.

BOS does not provide prorated refunds for partial months, unused access, unused bookings, or unused membership benefits.

Member remains responsible for all unpaid fees, incidental charges, damages, replacement costs, failed payment fees, late fees, and other amounts incurred before the effective cancellation date.

6. Termination or Suspension by BOS

BOS may suspend access, revoke membership privileges, or terminate this Agreement immediately if Member or Member’s guests:

1. Fail to pay amounts owed.
2. Violate this Agreement or the BOS House Rules.
3. Engage in unsafe, disruptive, threatening, harassing, discriminatory, illegal, or inappropriate conduct.
4. Damage the building, furniture, fixtures, equipment, technology, or other property.
5. Share keys, cards, codes, mobile access, or other access credentials without authorization.
6. Use the premises for an unauthorized purpose.
7. Interfere with other members, tenants, staff, vendors, guests, or building operations.
8. Create legal, safety, reputational, operational, or financial risk for BOS.

BOS may also terminate this Agreement for convenience by providing written notice to Member.

Upon termination, Member’s license to use the premises ends immediately or on the termination date stated in the notice.

7. House Rules

Member agrees to comply with all BOS House Rules, policies, procedures, posted rules, safety requirements, access procedures, IT policies, booking rules, maximum occupancy limits, and community standards.

BOS may update the House Rules at any time. Updated House Rules may be provided by email, posted in the premises, posted through Proximity, or otherwise made available to Member.

If there is a conflict between this Agreement and the House Rules, this Agreement controls unless the House Rules impose a stricter operational, safety, access, or conduct requirement.

8. Common Areas and Shared Facilities

Member may use common areas and shared facilities only as permitted by the selected membership plan, the BOS House Rules, and availability.

Common areas and shared facilities may include coworking areas, meeting rooms, conference rooms, kitchen areas, restrooms, office equipment, event areas, and other amenities designated by BOS.

Use of shared facilities is nonexclusive and may be first come, first served or subject to reservation through Proximity.

BOS may change, relocate, restrict, close, repair, replace, remove, or modify any common area, shared facility, amenity, furniture, equipment, or service at any time.

9. Meeting Rooms, Bookings, and Events

Meeting rooms and event spaces must be reserved through Proximity or another method approved by BOS.

Member is responsible for all charges, damages, cleaning costs, overtime charges, guest conduct, and rule violations associated with Member’s bookings.

BOS may cancel, move, modify, or deny any booking if needed for operational, safety, maintenance, compliance, or business reasons.

Member may not host public events, ticketed events, recurring classes, retail sales, political events, religious services, high traffic events, or other special uses without BOS’s prior written approval.

10. Keys, Access Credentials, and Security

All keys, access cards, mobile credentials, door codes, and other access tools are the property of BOS or its access control provider.

Member may not copy, share, transfer, lend, disclose, or allow another person to use any access credential without BOS’s prior written consent.

Lost keys, cards, or credentials must be reported immediately. Member is responsible for replacement costs, lock changes, rekeying costs, access reset costs, and related security expenses if BOS determines such action is necessary.

Member must not prop doors open, bypass security systems, admit unauthorized persons, or allow tailgating.

BOS may revoke or deactivate access credentials at any time.

11. Guests and Invitees

Member is responsible for all guests, clients, contractors, employees, agents, vendors, and invitees brought into or allowed into the premises by Member.

Guests must comply with this Agreement, the BOS House Rules, and all BOS policies.

BOS may limit, remove, or deny access to any guest at any time.

Member is responsible for any damage, loss, disturbance, charge, injury, claim, or violation caused by Member’s guests.

12. Prohibited Uses

Member may not use the premises for:

1. Residential use, sleeping, lodging, or overnight stays.
2. Illegal activity or activity requiring special permits not obtained by Member.
3. Storage of hazardous, flammable, illegal, odorous, dangerous, or regulated materials.
4. Medical, laboratory, manufacturing, food production, or high risk activities without BOS’s prior written consent.
5. Excessive noise, nuisance, harassment, intimidation, discrimination, or disruptive behavior.
6. Unauthorized events, retail activity, or public access activity.
7. Subleasing, sublicensing, reselling, or transferring access.
8. Misleading use of the BOS address.
9. Any use that violates law, insurance requirements, building rules, lender requirements, landlord requirements, or BOS policies.

13. Mail, Business Address, and Virtual Office Use

Member may use the BOS address for mail, business registration, public listings, marketing, licensing, government filings, or legal notices only if the selected membership plan expressly includes that benefit or BOS gives prior written approval.

BOS is not responsible for lost, delayed, misdelivered, damaged, or returned mail or packages.

BOS may refuse, return, hold, or dispose of mail or packages for inactive, unpaid, terminated, or unauthorized members.

Member is responsible for promptly updating business records, government filings, customer notices, vendor records, and mailing addresses after cancellation or termination.

14. Internet, Technology, and Equipment

BOS may provide internet access, office equipment, technology, printers, conference equipment, or related services as amenities.

BOS does not guarantee availability, speed, uptime, security, confidentiality, compatibility, or uninterrupted access.

Member is responsible for securing Member’s own devices, data, communications, accounts, passwords, files, and confidential information.

Member may not misuse BOS technology, access unauthorized networks, download illegal content, send spam, introduce malware, interfere with systems, or violate any applicable law or third party rights.

Member’s computers, tablets, phones, and other electronic devices must be kept reasonably updated and free of malware, viruses, spyware, worms, Trojans, or other harmful software.

BOS may remove, block, or restrict any device from BOS networks if BOS determines that the device poses a security, operational, legal, or technical risk.

15. Security Cameras and Access Logs

For safety, security, building operations, and incident review, BOS may use security cameras, access control logs, sensors, and related systems in common areas and other non private areas of the premises.

BOS does not represent that cameras, access systems, or related systems are monitored continuously.

Member may not tamper with, block, disable, or interfere with any camera, access system, sensor, or security device.

16. Identity Verification and Screening

BOS may require identity verification, sanctions screening, or background checks when BOS determines it is reasonably necessary for safety, security, legal compliance, or building access purposes, subject to applicable law.

Member agrees to provide reasonable information needed for such verification or screening.

17. Confidentiality

Member may learn confidential or nonpublic information about BOS or other members through use of the premises.

Member agrees not to intentionally disclose, misuse, copy, access, or interfere with confidential information obtained through the premises.

Confidential information does not include information that is publicly available, already known to Member without restriction, independently developed by Member, or required to be disclosed by law.

18. Personal Property

Member is solely responsible for Member’s personal property, equipment, documents, inventory, devices, and belongings.

BOS is not responsible for loss, theft, damage, misappropriation, or destruction of Member’s property.

Member should maintain appropriate insurance for personal property, business property, general liability, professional liability, workers compensation, and any other coverage appropriate for Member’s business or use of the premises.

Property left after cancellation or termination may be treated as abandoned. After providing reasonable notice to Member, BOS may remove, store, dispose of, sell, donate, or retain the property at Member’s expense, subject to applicable law.

BOS has no obligation to store abandoned property for any specific period unless required by law.

19. Insurance

Member is responsible for insuring Member’s own property, equipment, business operations, employees, contractors, guests, and invitees.

BOS is not responsible for loss, theft, damage, or injury involving Member’s property or activities.

BOS may require certain Members, including private office members, event users, organizational members, or Members with higher risk use, to maintain commercial general liability insurance and to name BOS and the landlord as additional insureds.

If requested by BOS, Member must provide proof of insurance within a reasonable time.

20. Condition of Premises

Member accepts the premises, common areas, shared facilities, furniture, fixtures, and equipment in their existing “as is” and “where is” condition.

BOS makes no guarantee that any particular desk, room, office, seat, amenity, service, or equipment will be available at any particular time unless expressly confirmed in writing.

21. Damage and Cleaning

Member must keep the premises clean, safe, and free from damage.

Member is responsible for damage, excessive cleaning, missing property, equipment misuse, furniture damage, wall damage, access system costs, or other losses caused by Member or Member’s guests.

BOS may charge Member’s payment method for repair, replacement, cleaning, restoration, or related administrative costs.

22. Compliance with Laws

Member is responsible for complying with all laws, regulations, permits, licenses, professional rules, tax obligations, employment laws, insurance requirements, and other obligations applicable to Member’s business or activities.

BOS does not provide legal, tax, employment, professional, regulatory, mail agent, registered agent, or business compliance services unless separately agreed in writing.

23. No Lease

Member acknowledges that this Agreement is not a lease and does not create any tenancy or real property interest.

This Agreement creates only a revocable contractual license to use certain services and space subject to this Agreement.

BOS retains legal possession and control of the premises at all times.

BOS’s ability to provide access and services is subject to any lease, ownership arrangement, mortgage, deed of trust, ground lease, lender requirement, building rule, insurance requirement, government order, or other restriction applicable to the building.

If BOS’s right to occupy or operate the building ends, this Agreement terminates automatically.

24. Sublicensing and Assignment

Member may not assign, transfer, sublicense, resell, pledge, or otherwise transfer any interest in this Agreement or allow any third party to use the premises, shared facilities, common areas, membership benefits, address privileges, or access credentials without BOS’s prior written consent.

BOS may assign or transfer this Agreement in connection with a sale, transfer, financing, reorganization, management change, ownership change, or operational change involving BOS or the building.

25. Disclaimer of Warranties

To the maximum extent permitted by law, BOS provides the premises, services, amenities, common areas, shared facilities, technology, equipment, and access privileges on an “as is” and “as available” basis.

BOS disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, noninfringement, quiet enjoyment, uninterrupted access, security, availability, suitability, or compliance with Member’s intended use.

BOS does not guarantee that the premises or services will meet Member’s requirements or produce any particular business result.

26. Limitation of Liability

To the maximum extent permitted by law, BOS and its owners, members, managers, officers, employees, contractors, agents, affiliates, landlords, lenders, vendors, and representatives shall not be liable for indirect, incidental, consequential, special, exemplary, punitive, lost profit, lost revenue, lost data, business interruption, personal injury, property damage, or similar damages arising from or related to Member’s use of the premises, services, amenities, or building.

To the maximum extent permitted by law, BOS’s total aggregate liability for all claims arising from or related to this Agreement shall not exceed the amount paid by Member to BOS during the 12 months before the event giving rise to the claim.

The existence of more than one claim does not increase this limit.

27. Indemnification

Member agrees to defend, indemnify, and hold harmless BOS and its owners, members, managers, officers, employees, contractors, agents, affiliates, landlords, lenders, vendors, and representatives from and against any claims, damages, losses, liabilities, costs, fees, expenses, fines, penalties, and attorneys’ fees arising from or related to:

1. Member’s use of the premises, services, shared facilities, common areas, or building.
2. Member’s business, activities, employees, contractors, guests, clients, vendors, or invitees.
3. Member’s breach of this Agreement or the BOS House Rules.
4. Member’s violation of law.
5. Injury, death, property damage, theft, loss, or other harm caused by Member or Member’s guests.
6. Any claim by a third party arising from Member’s use of the BOS address, services, or facilities.

28. Suspension of Services

BOS may suspend, restrict, relocate, or interrupt access to the premises, services, amenities, shared facilities, common areas, or building due to maintenance, repairs, renovations, utility interruption, internet outage, casualty, emergency, security issue, government order, labor issue, weather event, public health issue, act of God, terrorism, civil unrest, landlord requirement, lender requirement, insurance requirement, or any event beyond BOS’s reasonable control.

If the premises become unusable due to fire, casualty, condemnation, legal restriction, loss of building rights, or similar event, BOS may terminate this Agreement.

29. Notices

Notices may be delivered by email, through Proximity, by certified mail, by personal delivery, or by another method reasonably designed to provide notice.

Notices to BOS shall be sent to:

Back Office Studio LLC
13 North Washington Street
Ypsilanti, Michigan 48197
Email: BOS@thebackofficestudio.com

Notices to Member may be sent to the email address, mailing address, or account information provided by Member through Proximity.

Member is responsible for keeping contact information current.

30. Updates to Agreement

BOS may update this Agreement from time to time.

Updated terms may be provided through Proximity, email, posting, or another reasonable method.

Continued use of the premises, services, amenities, access credentials, or membership after updated terms are provided constitutes acceptance of the updated terms, unless a different acceptance process is required through Proximity.

31. Governing Law, Venue, and Disputes

This Agreement shall be governed by and interpreted under the laws of the State of Michigan.

Any legal action arising from or related to this Agreement shall be brought in the state or federal courts serving Washtenaw County, Michigan, unless the parties agree otherwise in writing.

If either party brings a legal action to enforce this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees, costs, and expenses to the extent permitted by law.

To the fullest extent permitted by law, BOS and Member waive the right to trial by jury in any proceeding arising from or related to this Agreement.

32. Subordination

This Agreement is subordinate to any lease, mortgage, deed of trust, ground lease, lien, financing document, building rule, landlord requirement, lender requirement, insurance requirement, or other superior agreement affecting the building or BOS’s right to operate in the building.

33. Severability

If any provision of this Agreement is found invalid, illegal, or unenforceable, the remaining provisions remain valid and enforceable to the fullest extent permitted by law.

34. Complete Agreement

This Agreement, together with the BOS House Rules, selected membership plan, booking terms, pricing terms, and any written addenda approved by BOS, constitutes the complete agreement between BOS and Member regarding Member’s use of the premises and services.

This Agreement supersedes all prior or contemporaneous oral or written communications, representations, understandings, or agreements regarding the subject matter of this Agreement.