1. This Agreement, including Membership Details form, and any applicable Service addendum, will be effective when signed by both parties – ACTIONSPOT Inc. (“ACTIONSPOT” or “AS”) and _________________________________ (“member”). In the event of any conflict between terms and conditions of this Agreement and the membership Details form (Attachment A of this Agreement), the Membership Details form shall prevail.
2. Member hereby represents that this Agreement shall not be construed as creating a landlord tenant relationship, nor shall the payment of any sums pursuant to this Agreement entitle the Primary Member or its team members to possess or indefinitely occupy the shared or private office space located at AS.
3. SERVICES. Subject to the terms of this Agreement, AS will provide each Member services including but not limited to those described below. These services are referred to in this Agreement as the “Services.”
3.1. Use of Premises. Access to the shared or private office space specified in the Membership Details form (Attachment A). All memberships include use of the kitchen, meeting rooms, central shared space and other shared areas.
3.1.1. Upon completion of the membership Agreement, Primary Member and his team members, if applicable, will receive a card key, which will allow access to AS 24/7. DayPass and Guests excluded.
3.1.2. Access to the shared or private office space specified in the Membership Details form.
3.2. AS furnishings.
3.2.1. AS provides members use of furnishing in all areas.
3.2.2. AS furnishing provided are the sole property of AS.
3.2.3. AS furnishings may never be removed from AS.
3.2.4. AS furnishings may only be moved upon approval of AS staff.
3.2.5. Any damage to AS furnishings by member are the sole responsibility of the member. Member may be liable for the full replacement cost of any items damaged by member.
3.2.6. Any damage to AS furnishings by guests are the sole responsibility of the member.
3.2.7. AS does not guarantee AS Furnishings for any particular purpose or usage.
3.3. Member Furnishing and Belongings.
3.3.1. Members are encouraged to bring furnishings and belongings if they reserve a private office only. Member with a plan Hot Desk Special is allowed to bring his own monitor only.
3.3.2. Member furnishing and belongings must be left within reserved private office space only.
3.3.3. AS is not responsible in any way for member furnishings or belongings.
3.3.4. Members should safeguard their furnishings and belongings.
3.4. Shared Conference/Meeting Rooms:
3.4.1. Subject to availability, Members are entitled use of all conference rooms during AS regular business hours on regular business days. Special arrangement must be made with AS staff for usage of conference rooms outside of regular business hours.
3.4.2. Members are entitled to a number of meeting room hours per month specified in the Membership Details form (Attachment A).
3.4.3. All monthly memberships include meeting room hours which can be used to reserve available meeting rooms. Hours can be used in any of our meeting rooms that are available. Check membership level for the number of hours included in your membership.
3.4.4. Additional reserved time past the included hours is billed at current prevailing rate available on the member portal.
3.4.5. Conference room hours are only valid for the month in which they are allocated. No month to month roll overs or pre-usage of future hours are allowed.
3.4.6. DayPass/Guests/Single Day Use members have NO reserved conference room or meeting room hours included in their Membership. Any conference or meeting room usage is billable at the current prevailing rate for non-Members and usable during standard office hours.
3.5. Shared Space:
3.5.1. The AS central area is a shared space.
3.5.2. Shared space and common areas can be used by all Members.
3.5.3. Shared space is the primary work area of Hot Desk members.
3.5.4. Shared spaces are to be use by our members and guests on a temporary basis, meaning reserving desks or work areas is not permitted, personal and work items should not be left overnight, and all work areas used by members should be cleaned and items removed when finished working.
3.6. Events in the Shared Space:
3.6.1. From time to time, AS will have events in the Shared Space.
3.6.2. The events will almost always be at night.
3.6.3. Members are invited to all events organized by AS, except private ones, when AS central shared space could be closed.
3.6.4. AS guarantees complimentary access to all events, organized directly by AS. Discounts available to AS partners event.
3.6.5. All events will be advertised in advance in the events calendar.
3.6.6. If not attending the events, feel free to sit in the kitchen or any of the other spaces that AS will open up during the event time.
3.6.7. AS will reconfigure the main area during events by removing or bringing more tables and adding more chairs.
3.7. Private Office:
3.7.1. Some membership Agreements will contain occupancy of private spaces including private offices.
3.7.2. Member acknowledges that office space has a limited capacity. Whether or not additional members are included in Members account, no more than that capacity is permitted to work on regular basis in Members space at any given time. Office space capacity is listed on the Membership Details form.
3.8.1. AS allows Guests (Visitors) for all members.
3.8.2. All non-member Guests are required to possess and display a valid visitor pass at all times.
3.8.3. Conference Room usage will include visitor passes up to the standard capacity of the room.
3.8.4. All non-member visitors must check in at the front desk and may be required to pay a day use fee for usage of the space that exceeds 1 hour.
3.8.5. Members are required to have ALL visitors registered in accordance with AS policies prior to usage of the space.
3.9. Mail and Shipment Receiving.
3.9.1. AS will accept mail and deliveries on behalf of Primary Member during regular business hours on our regular business days.
3.9.2. All monthly memberships include unlimited mail reception. AS will receive letters, sign for packages, and place them in reserved space unless otherwise instructed.
3.9.3. Memberships that do not include Mail and Shipment Receiving may add this service with additional membership plan.
3.9.4. Memberships that do not include Mail and Shipment Receiving are limited to 3 pieces of postal mail per month, unless the above services has been added to their membership. Should these Members receive more than 3 pieces of main in the month, they will be billed the setup fee detailed above.
3.9.5. AS will keep Member mail with until Member is able to pick it up.
3.9.6. Following membership cancellation, all mail will be returned to sender after one week.
3.9.7. All mail, packages, or deliveries of any kind received for non-members, day members, half time members or expired members will be returned to sender.
3.10. Facility Maintenance.
3.10.1. Regular maintenance of the office space will be provided by AS.
3.10.2. AS will be professionally cleaned regularly and as needed.
3.10.3. Garbage and recycling will be emptied 2x/week.
3.10.4. AS will provide heat and air-conditioning in the office space during regular business hours on regular business days.
3.10.5. Any maintenance resulting from damage, misuse or mistreatment by a Member will be billed to that Member in their next monthly membership bill at up to the actual cost + 5%.
3.11. Facility Security.
3.11.1. AS provides all monthly Members with 24/7 card key access.
3.11.2. Card key access is available at the main entrance only.
3.11.3. All exterior doors are to remain closed at all times until expressly open by AS staff.
3.11.4. Members with Private Offices will access their office using the additional key.
3.11.5. AS is equipped with security cameras throughout the space.
3.11.6. For security reasons, AS may regularly record via video certain areas in the premises.
3.11.7. Members should safeguard AS property.
3.11.8. Members will be liable for replacement fees should any such property be lost, stolen or destroyed.
3.12. Keys and Card Keys:
3.12.1. All keys and card keys are the property of AS and should never be duplicated for any reason.
3.12.2. Member may not lend, share or transfer any keys or card keys to any third party.
3.12.3. A lost key or key card fee of $20 will be charged for any lost one.
3.13. Network, Internet and IT Infrastructure.
3.13.1. Members are entitled to access and use of the AS business-networking site, and unlimited access to and use of the shared Internet connection.
3.13.2. The Wired and Wireless networks are shared infrastructure. Network abuse may result in reduction of the Member bandwidth. Repeated abuse may result in the termination of Membership.
3.13.3. Each Member is responsible for the completing and updating their Member profile on the AS Members management portal site/app.
3.13.4. AS may provide Members with other IT amenities as they become available including but not limited to free storage and backup.
3.13.5. AS does NOT make any warranties or guarantees about security and it’s the customer's responsibility to secure their own personal machine with intrusion detection/prevention software (firewall) and antimalware clients.
3.14.1. Each Member is granted a monthly allocation for printing on the 1st of each month.
3.14.2. Monthly printing allocations are granted to each Membership except Weekly/DayPass/Guest Single Use Memberships, and are specified in the Membership Details form (Attachment A).
3.14.3. Printing prices are per page based on the printer being used: B&W Printer is $0.10 per page, Color Printer is $0.70 per page. Printing B&W on the color printer incurs the Color Printer charge.
3.14.4. Print allocation do NOT rolled over from month to month.
3.14.5. Printouts and copies in excess of the amount specified are subject to overage fees.
3.14.6. Additional print allocations may be purchased in $10 increments only.
3.15. Member Portal/App. AS may provide a Member portal/app for more convenient communication between AS community, conference room calendar and booking, Membership billing and billing history and other Member only perks.
3.16. Staff on site:
3.16.1. AS staff usually will be available on-site during regular business hours/days.
3.16.2. “Regular business hours” are generally from 9:00 a.m. to 5:00 p.m. with the exception of days prior to U.S. federal holidays, when our regular business hours end at approximately 2:00 p.m.
3.16.3. AS Staff may not always be available during “regular business hours”.
4.1. Types of Membership: AS Membership can come in many forms from single day passes to multi-month offices. All current AS Memberships are defined on AS website.
4.2. Permitted Use. Member shall be entitled to use AS Premises solely for office and business oriented purposes as listed in this Agreement. The Member understands that no other type of business or service can be provided in the Premises without AS’s prior written approval.
4.3. Guest/DayPass/Single Day Use: Guest/DayPass/Single day use members may not be entitled to all of the Services outlined above. Check online or with a Studio Manager for details.
4.4. Primary Member. A Primary Member has the sole authority to make changes to or terminate this Agreement. An executive officer of the company has authority to override the request of a Primary Member, provided that AS receive such request within 24 hours following such Primary Member’s request. Executive officer of the company has the authority to remove or replace the current 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 AS receives instructions from an executive officer of the company, AS will use our reasonable judgment in designating a replacement Primary Member. AS will be entitled to rely on communications to or from such person as notice from or to the company. AS is entitled to request reasonable information to confirm that an individual claiming to be an executive officer of the company truly is one.
5. MEMBERSHIP TERM AND TERMINATION
5.1. Term. This Agreement will be effective once signed by both parties. Member will be entitle to the Services and benefits of AS once payment is made by Member of all deposit and Membership 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 any terms and/or conditions of this Agreement, Code of Conduct or any of AS policies. If the Start Date is a Business Day, the Members will be entitled to move into the office space on the Start Date. If the Start Date is not a Business Day, the Members will be entitled to move into the office space on the first Business Day after the Start Date no earlier than 11 a.m.
5.2. Cancellation Prior to Start Date By You. You may cancel this Agreement prior to the Start Date upon delivery of notice to AS and may be entitled to a full or partial refund of the commitment fee upon the following terms: (i) if notice of termination is received by AS more than twenty one (21) days prior to the Start Date, you will be refunded all fees paid by you and received by AS; and (ii) if notice of termination is received by AS less than twenty one (21) days from the Start Date, you will be refunded fifty percent (50%) of the commitment fee.
5.3. Office Space Not Timely Available. If AS are unable to make the office space available by the Start Date, AS 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 AS with notice of such termination at any time before the office space is made available to you. If you elect to terminate Membership under this provision, AS will refund to you all fees paid by you and received by AS.
5.4. Termination After the Start Date by You. You may terminate this Agreement by delivering to AS an exit form executed by the Primary Member at least 10 (ten) days prior to the termination. You expressly agree that you may specify only the last business day of the calendar month as the termination date and you will not be entitled to pro ration with respect to such last month’s Membership fee. For example, if you deliver a 10-day termination notice on March 20, the termination will not be effective until April 1. This paragraph also applies to changes of office space within the Premises initiated by you. On such last business day, you must vacate the office space no later than 4:00 p.m.
5.5. Termination After the Start Date by AS may terminate this Agreement by delivering to you the termination letter at least 10 (ten) days prior to the termination in case of the breach upon breach of this Agreement by you or any Member. You will remain liable for past due amounts and AS may exercise our rights to collect due payment despite termination of this Agreement.
5.6. 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 AS. After providing you with reasonable notice, AS 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 AS regarding such removal. Following the termination of this Agreement, AS will not forward or hold mail or other packages delivered to AS.
5.7. OTHER MEMBERS/MEMBER DISPUTES
5.7.1. AS does not control and is not responsible for the actions of other Members. If a dispute arises between Members or their invitees or guests, AS shall have no responsibility or obligation to participate, mediate or indemnify any party. AS does reserve the right to terminate Membership immediately, without refund, if any Membership dispute becomes disruptive.
5.7.2. Harassment of any kind will not be tolerated.
5.8. INSURANCE AND INDEMNIFICATION.
5.8.1. It is expressly agreed and understood that Member, its agents, employees, representatives, or guests, in bringing property in and onto the Premises do so at their own risk.
5.8.2. Member hereby releases AS, its agents, employees and officials, from any liability or responsibility, claiming through it by way of subrogation or otherwise, for any loss or damage to Members or Guests, or to Member’s property which has been brought onto the Premises.
5.8.3. You are highly encouraged to maintain, at your own expense, personal property insurance and commercial general liability insurance covering 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.
5.8.4. Other than for gross negligence or willful misconduct, AS will not be liable to the Member, its Users and/or their respective guest(s), whether in equity (including restitution), contract, tort (including negligence), breach of statutory duty, misrepresentation, or in any other way, for any loss of profit, loss of revenue, loss of use, loss of goodwill, loss of data, loss due to interruption of business or loss of savings (actual or anticipated) in each case whether direct or indirect, or for any other indirect or consequential loss whatsoever which is suffered or incurred by them.
5.8.5. Subject to Section 5.8.4, AS’s total liability to the Member in respect of all loss or damage arising out of or in connection with this Agreement, whether in equity (including restitution), contract, tort (including negligence), breach of statutory duty, misrepresentation, or in any other way will be limited to an amount equal to 100% of the total fees paid or payable by the Member to AS under the Agreement.
5.8.6. Any claims made by the Member against AS, shall be notified to AS in writing within 90 calendar days of the occurrence of the right or action giving rise to the Member's claim and, if not settled, proceedings issued within 180 calendar days of the occurrence of the right of action. Thereafter the right to bring a claim will automatically lapse.
5.8.7. It is the Member's responsibility to arrange appropriate personal injury, property and general commercial liability insurance covering loss or damage to the property which the Users bring onto the Premises and any injury to the Users or their guest(s).
5.8.8. AS does not control and is not responsible for the actions of other members. If a dispute arises between Users, their invitees, or guests, AS shall have no responsibility or obligation to participate, mediate or indemnify any party.
5.8.9. AS does not make any representations as to the reliability, availability or security of our network or the internet or of any information which the Member or its Users place on it.
5.8.10. Member shall indemnify and defend AS, its agents, employees, officials against all indemnifiable losses arising out of or related to Member’s use of the Premises.
5.9. INTELLECTUAL PROPERTY
5.9.1. Nothing in this Agreement shall operate to transfer any Intellectual Property Rights belonging to either party, or their respective licensors, to the other party, and ownership of all such Intellectual Property Rights (whether created prior to or during the membership term) shall remain vested in that party or its licensors.
5.9.2. The Member may grant ( once mutually agreed) to AS a non-exclusive, royalty free, non-transferrable, sub-licensable, irrevocable license to use the member’s marks, and images of members, in connection with the advertising of AS or activities there at.
5.10. ADDITIONAL FEE SCHEDULE
5.10.1. Lost Card Key: $20
5.10.2. Additional Print allocations: $10 increments
5.10.3. Additional Conference Room Usage: $25/hour for members, $50/hour for non-members.
5.10.4. Insufficient Funds Fee: $35
5.10.5. Membership Payment late Fee: $25
5.10.6. Cleaning, Damages and Repairs: Actual Cost + 5%
5.11. USE OF SERVICES & COMMUNITY GUIDELINES. Member acknowledges that AS does not have any liability with respect to Member’s access, participation in, use of Services, or any loss of information resulting from such participation or use. AS will do its best to ensure electricity, heat, AC, and internet uptime but does not guarantee 100% uptime for all Services and is not responsible for losses incurred to Member during down-time and/or circumstances beyond AS’s control. Member understands and agrees that AS Services are provided "as is" and that temporary interruptions, disruptions, and/or delays of AS Services may occur as normal events and AS is not to be held responsible and/or accountable in any way for such events. Member acknowledges and agrees that in order to access and/or use the AS network and to use AS printers and other shared devices, Member may have to install drivers and software to be provided by ACTIONSPOT to Member. Member agrees that AS shall not be held liable for any damage resulting to the computer systems, hardware, software, files, and business of Member, its agents, assigns, employees, affiliates and customers due to use and/or installation of said software/drivers, irrespective of negligence on the part of a third party vendor or agent of AS. Member shall release AST from any claim or liability of and for Member, its agents, assigns, employees, affiliates and customers arising from and in conjunction with the use of said software and/or drivers.
5.11.1. Internet Policy: Wireless/Wired access to the Internet is provided during Member’s membership. Service interruptions, if they occur, will be handled as promptly as possible. AS is not responsible for any data, business or other losses as a result of such interruptions. Member is responsible to protect Member’s own computer and data from electrical surges, theft, virus, or other malicious attack. AS does not take any responsibility for the security, content, network distribution, and use of any of the information that is processed, transmitted, received, or any other means communicated through the Internet service that is provided. AS is not responsible for any damages or losses that are the result of any security breaches of network services from the Internet or within the Office Space. Any misuse of the Internet and/or Services provided is grounds for termination of this Agreement. Member agrees that when participating in or using AS Services, Member cannot:
126.96.36.199. Use the Services in any manner that could damage, disable, overburden, or impair any ACTIONSPOT server or network(s);
188.8.131.52. Disrupt or significantly slow down the remaining computers in the Office through excessive usage of internet services/bandwidth;
184.108.40.206. Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming, spimming or any duplicative or unsolicited message(s) (commercial or otherwise);
220.127.116.11. Attempt to gain unauthorized access to any Services, accounts, computer systems or networks connected to any AS server or to any of the Services, through hacking, password mining or by any other means;
18.104.22.168. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through AS’s servers, bandwidth, notice boards, events, and/or AS Services;
22.214.171.124. Use any material or information, including images, files, photos, software or other material which are made available through the Services in any manner that infringe intellectual property laws, copyright, trademark, patent, trade secret, or other proprietary rights of any party;
126.96.36.199. Upload files that contain viruses, trojan horses, worms, time bombs, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;
188.8.131.52. Download any file(s) that cannot be legally reproduced, displayed, performed, and/or distributed in such manner;
184.108.40.206. Harvest, attempt to intercept, store, and/or otherwise collect information about others, including email addresses, without the knowledge and authorization or consent of the disclosing party;
220.127.116.11. Post or transmit content Member does not have the right to post or transmit;
18.104.22.168. Post or transmit content that is unlawful, untrue, stalking, harassing, defamatory, abusive, threatening, obscene, hateful, harmful or otherwise objectionable as determined by AS’s sole discretion;
22.214.171.124. Use the Service/network to send altered, deceptive or false information;
126.96.36.199. Interfere or attempt to interfere with the access of any user, host or network, including without limitation, sending a "virus,” overloading, "flooding," "spamming," "crashing," or "mail bombing" the Service or any AS or related website or network;
188.8.131.52. Install, maintain, damage, or otherwise locate at ACTIONSPOT any computer server of any kind, whether hardware or software.
5.11.2. ADDITIONAL COMMUNITY GUIDELINES: Member acknowledges and agrees that Member cannot:
184.108.40.206. Solicit any other Members in the Premises;
220.127.116.11. Restrict or inhibit any other user from using and enjoying the Services;
18.104.22.168. Violate applicable laws or regulations and/or conduct any illegal activity;
22.214.171.124. Defame, abuse, harass, stalk, threaten or violate the legal rights of others;
126.96.36.199. Create a false identity for the purpose of misleading others;
188.8.131.52. Obstruct any entranceway, create any circumstances of disrepair or damage any AS property or Premises;
184.108.40.206. Place anything in the common areas which may in AS's judgment, appear unsightly from the common areas or the Main Premises;
220.127.116.11. Alter, remodel, and/or redecorate Private Office space unless agreed upon in writing by AS;
18.104.22.168. Cause any unnecessary labor or services by reason of Member’s carelessness or indifference in the preservation of good order and cleanliness;
22.214.171.124. Bring, use or keep any kerosene, gasoline or inflammable or combustible fluid or material in the Premises;
126.96.36.199. Use the name of, or any picture of, the Building in connection with promoting or advertising Member’s business without prior written consent;
188.8.131.52. Sell or cause to be sold items or services at retail in or from the Private Office without prior written consent;
184.108.40.206. Conduct any auction nor permit any fire or bankruptcy sale, nor store goods, wares or merchandise in the Premises;
220.127.116.11. Conduct any activity that is regarded as offensive and/or which may be hazardous to other people;
18.104.22.168. Create unreasonable noise at the Premises that will disturb others;
22.214.171.124. Use any communication devices in a manner that will disrupt others; Make any changes in the Premises or the Building (including but not limited to rearranging furniture);
126.96.36.199. Affix, attach or otherwise display any poster, sign, stickers, or materials in the Private Office or shared space, walls, windows, or on/near workstations/desks;
188.8.131.52. Store, manufacture or sell explosives, flammables or other dangerous substance, chemical, thing or device from, in, and around Premises;
184.108.40.206. Smoke in the Premises, near entrance to AS or its windows, as AS is a non‐smoking zone;
220.127.116.11. Act in any way that may damage anything in the Premises;
18.104.22.168. Bring any pets/animals in AS’s Premises without prior written consent;
22.214.171.124. Violate the Building rules and/or compromise the Building or its protection from fire, flood, gas, electricity or weather and/or compromise the Building security or the security of the spaces therein;
126.96.36.199. Violate any code of conduct of other guidelines which may be applicable for any particular Service (including the Building Rules for AS Premises).
6. LEGAL DISCLOSURES.
6.1. Information Security:
6.1.1. AS will make its best effort to protect all confidential information regarding Member.
6.1.2. AS may disclose information about Member as necessary to satisfy any applicable law, regulation, legal process or government request.
6.1.3. AS will not harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party.
6.2. Our Reserved Rights: AS is entitled to access your office space, with or without notice, for maintenance, safety or emergency purposes. During these times, AS may temporarily move furniture contained in the office space. AS reserves the right to move or alter your office space. AS may modify or reduce the list of Services at any time with prior notice. The Services may be provided by AS, an affiliate or a third party.
6.3. 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 AS 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.
6.4. Waiver of Claims: To the extent permitted by law, you, on your own behalf and on behalf of your employees, agents, guests and invitees, waive any and all claims and rights against AS, AS affiliates, 3rd parties hired by AS, other Members, assignees, officers and directors resulting from injury or damage to, or destruction, theft, or loss of property or person.
6.5. Indemnification: You will indemnify AS 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 pets or their actions or omissions. If any such claim, action, or proceeding is brought against AS or our affiliates, you, will at your expense, upon written notice from AS, defend such action or proceeding by counsel approved by AS. You are responsible for the actions of and all damages caused by all persons and pets that you, the Members or their guests invite to enter the building. You may be liable for Repair and Replacement fees of the actual cost of the damage + 5%.
6.6. Limitation of Liability: The aggregate monetary liability of AS 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 Membership fees paid by you to AS under this Agreement.
AS 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 AS 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.
6.7. Legal to enter into Agreement: You hereby represent and warrant that you have all requisite legal power and authority to enter into and abide by the terms and conditions of this Membership 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.
7. THE LINGO (TERMINOLOGY USED IN THIS AGREEMENT):
7.1. “Main Premises” means the Premises in which the Office Space is located, as set forth in the Membership Details form.
7.2. “Member” means each person you authorize on your Member List as being allowed to use your Office Space and receive the Services (defined below) or other benefits of your ACTIONSPOT Membership.
7.3. “Office Space” means the office number and/or workspace location(s) specified in the Membership Details form.
7.4. “Premises” means a building or a portion of a building in which ACTIONSPOT offers or plans to offer offices, workstations, other workspaces, and/or other services to Member Companies.
7.5. “Primary Member” means the primary in-Premises Member contact for ACTIONSPOT.
7.6. “Services” refer to the services and amenities provided by ACTIONSPOT.
7.7. “Start Date” means the start date set forth on the Membership Details form.
7.8. “ACTIONSPOT” refers to ACTIONSPOT Inc. entity you are contracting with, its ownership or affiliates.
(First, last name of Primary Member) (First, last name of ACTIONSPOT Inc. representative)
(Electronic signature) (Electronic signature)