Legal Agreement: Terms of Service
MEMBERSHIP AGREEMENT FOR USE OF SPACE
This Agreement is made between the “Member” and Back Office Studios LLC ("BOS") for use of space located in the building located at 13 North Washington Street, Ypsilanti, Michigan 48197 ("Building").
License: Subject to the terms and conditions of this Agreement, BOS grants Member a non-transferable revocable license to occupy and use the following space at the Building during the term of this Agreement for general office use ("License") and Member accepts such License. The benefits accruing to the space type per the membership level selected.
Term: The term of this Agreement starts today and is for one month from the Start Date ("Initial Term"). The Agreement will automatically renew for additional, successive one month periods ("Extension Term") provided Member pays all Fees for the Extension Term to BOS prior to the end of the Term ("Term" means the Initial Term and all Extension Terms). Either party may terminate this Agreement upon written notice to the other party.
Payment: During the Term, Member agrees to pay the Fees and any taxes if applicable for use of the space to BOS prior to the Start Date and at the start of any Extension Term, if any. Payment must be made either by credit card or by electronic transfer to BOS. "Fees" means the membership setup fee due at the beginning of the Term and the monthly charge for the use of the space as well the charge for any incidentals for services not included in the monthly charge. The incidentals will be collected in arrears and paid by member with the monthly charge for the next month.
House Rules: During the Term, Member agrees to accept the terms, conditions, and policies provided by BOS in the BOS House Rules document relating to the use of the Space, including building security procedures, IT access and use procedures, maximum occupancy limitations, and other terms and procedures provided by BOS above ("House Rules"). The House Rules may be reviewed and amended by BOS without prior consent of Member provided BOS provides Member with notice of such revisions or amendments. The House Rules shall govern and control in the event of any conflict between this Agreement and the House Rules.
Possession and Delivery: The Space is accepted by Member in its "as-is" "where-is" condition and configuration. Member acknowledges space specified as provided on a first come basis may not be available at all times with Member required to wait till space is available. Member acknowledges IT access may not always be available due to maintenance or other technical issues with BOS not liable for any such unavailability.
Common Areas: Member shall have access to and non-exclusive use of any portions of the Building designated for common use by the members ("Common Areas") as, and to the extent, described in the House Rules. The Common Areas may be changed, relocated, altered, eliminated or otherwise modified at any time during the Term without the consent of, or notice to, Member.
Shared Facilities: Member shall have access to and non-exclusive use of conference rooms, office equipment and kitchen located within the Building ("Shared Facilities") on a first come, first served basis as, and to the extent, described in the House Rules and as specified in the BOS Rate Sheet. The Shared Facilities may be changed, relocated, altered, eliminated or otherwise modified at any time during the Term without the consent of, or notice to, Member.
Keys and Security: All keys or entry cards for the Space, which BOS provides, are BOS's property at all times. Member agrees to not make any copies or allow anyone else to use them without BOS's consent. Any loss of keys or entry cards must be reported to BOS immediately with Member to pay for the cost of replacement and/or changing the locks if required by BOS. BOS assumes no liability for Member personal property. Member is responsible for arranging insurance for Member's personal property against all risks and for Member's liability to and for Member's employees and invitees. Member assumes all risk of damage, loss, theft or misappropriation of Member's personal property and liability to and for Member's employees and invitees.
Conduct: Member agrees to follow the member policies provided in the House Rules. BOS may immediately terminate this Agreement and revoke Member's license without cost or penalty if Member or Member's invitees engage in any behavior that BOS deems to be contrary to such policies.
Disclaimer: EXCEPT AS PROVIDED HEREIN AND IN ANY HOUSE RULES, BOS IS PROVIDING ITS SPACE TO THE MEMBER "AS IS," AND BOS DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SPACE, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. BOS CANNOT AND DOES NOT GUARANTEE AND DOES NOT PROMISE TO MEMBER, ANY SPECIFIC RESULTS FROM USE OF THE SPACE. BOS DOES NOT REPRESENT OR WARRANT THAT THE SPACE WILL MEET MEMBER'S REQUIREMENTS; THAT THE SPACE MEETS APPLICABLE LEGAL STANDARDS OR IS SAFE AND SUITABLE FOR MEMBER'S INTENDED USE.
Liability: IN NO EVENT WILL BOS OR ITS LANDLORD OR THEIR RESPECTIVE DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES OR SUPPLIERS BE LIABLE TO MEMBER OR ANY PARTY CLAIMING THROUGH MEMBER, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, ARISING FROM THE MEMBER'S USE OF THE SPACE, EVEN IF BOS IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BOS'S LIABILITY TO MEMBER OR ANY PARTY CLAIMING THROUGH MEMBER, FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID FOR THE SPACE, IN THE 12 MONTHS PRIOR TO THE INITIAL ACTION GIVING RISE TO LIABILITY. THIS IS AN AGGREGATE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT.
Suspension of Services: BOS may by notice suspend the provision of services (including access to the Space) for reasons of political unrest, strikes, terrorism, Acts of God or other events beyond the BOS's or the BOS's landlord’s reasonable control. This Agreement shall automatically terminate if the Space is rendered unusable as a result of a fire, other casualty or a condemnation. BOS may also suspend the provision of services (including access to the Space) in the event the Space or the Building is being renovated or repaired, in which event you will be relocated to another space within the building, or if necessary, to another building, all at the BOS's reasonable cost.
Sublicensing: Member may not sublicense, assign, transfer any interest in this Agreement or allow any third party to use any portion of the Space, the Shared Facilities or the Common Areas without Host's prior consent.
No Lease: MEMBER ACKNOWLEDGES THAT THIS AGREEMENT IS NOT A LEASE OR ANY OTHER INTEREST IN REAL PROPERTY. IT IS A CONTRACTUAL ARRANGEMENT THAT CREATES A REVOCABLE LICENSE. The parties do not intend to create a lease or any other interest in real property for the benefit of Member through this Agreement. BOS retains legal possession and control of the Space assigned to Member. BOS’s obligation to provide space and services to Member is subject, in all respects, to the terms of the BOS's lease with the BOS's landlord, if applicable. This Agreement and the License granted hereunder shall terminate simultaneously with the termination of the BOS's master lease. Member do not have any rights under the BOS's lease with its landlord, if applicable. When this Agreement expires or is earlier terminated, Member's License to occupy the Space shall automatically be revoked. Member agrees to remove Member's personal property and leave the Space as of the date of such expiration or termination. BOS is not responsible for Member's personal property left in the Space after expiration or termination. If Member fails to remove Member's personal property, at BOS's option, such personal property shall (a) be deemed conveyed to BOS and shall become the property of BOS, or (b) be removed from the Space by BOS at the Member's expense.
Subordination: This Agreement and any applicable House Rules are subordinate to any underlying lease, mortgage, deed of trust, ground lease or other lien now or subsequently arising upon the Space or the Building and to renewals, modifications, refinancings and extensions thereof including the BOS's lease with the BOS's landlord and to any other agreements to which the BOS's lease is subordinate.
Miscellaneous: All demands, approvals, consents and notices shall be sent by certified mail or electronic mail at the address specified for each party below. This Agreement shall be interpreted and enforced in accordance with the laws of the state of Michigan. If either party institutes a suit against the other for violation of or to enforce this Agreement, the prevailing party shall be entitled to all of its costs and expenses, including, without limitation, reasonable attorneys' fees. BOS and Member hereby waive any right to trial by jury in any proceeding based upon a breach of this Agreement to the fullest extent permitted by applicable law. This Agreement may not be modified, amended or terminated, and Member's obligations hereunder shall in no way be discharged, except as expressly provided in this Agreement or by written instrument executed by the parties. If any term, covenant or condition of this Agreement or any application thereof shall be invalid or unenforceable, the remainder of this Agreement and any other application of such term, covenant or condition shall not be affected. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing this Agreement to be drafted. Neither BOS nor Member shall have the right to record this License or any memorandum thereof.
BOS: Back Office Studio LLC
Address: 13 North Washington St, Ypsilanti, MI 48197
Email: BOS@thebackofficestudio.com
Complete Understanding. This Agreement, constitute the final and complete agreement between the Parties regarding the subject matter hereof, and supersedes any prior or contemporaneous communications, representations or agreements between the Parties, whether oral or written.