Term And Condition
TERMS & CONDITIONS
By electronically signing membership agreement(s) below, your company is entering into legallybinding agreement(s). Please download and read carefully prior to signing. Any Agreement(s),including the Terms and Conditions and Membership Details form(s), and any applicableService Package Addendum(s), will be effective when signed by both parties. In the event ofany conflict between the(se) Terms and Conditions and the Membership Details form(s), theMembership Details form(s) shall prevail.When signing this (these) Agreement(s) you must have the proper authority to execute this(these) Agreement(s) on behalf of the company listed above and incur the obligations describedin this (these) Agreement(s) on behalf of such company.Member agrees to the Terms & Conditions, Payment Authorization Terms, Membership DetailsTerms, and any applicable Service Package Addendum in this (these) MembershipAgreement(s). I additionally agree that in the event I have any pre-existing MembershipAgreement(s) the terms of such Agreement(s) which are not revised, amended or terminatedherein remain unchanged.
1. THE LINGO “Agreement” means, collectively, these Terms & Conditions (the “Terms andConditions”), the attached Membership Details Form cover page(s) (the “Membership DetailsForm”), and any other attachments, exhibits, and/or supplements. “Authorized Signatory” meansan individual authorized to legally bind your company. “Capacity” means the maximum numberof Memberships allotted to your Office Space as set forth in the Membership Details Form.“Commitment Term” means the period of time from the Start Date to the last day of the periodset forth on the Membership Details Form under “Commitment Term” with respect to eachIndividual Office Number, and which may be extended upon mutual agreement of the parties.“Individual Office Number” means each individual office number and/or workspace location asmay be specified in the Membership Details Form. If the symbol “Ø” is included on theMembership Details Form, we will provide the Individual Office Number(s) for the agreed uponCapacity prior to the Start Date. “Main Premises” means the Premises in which the Office Spaceis located, as set forth in the Membership Details Form. “Member” means each person youauthorize to receive the Services (defined below) (each Member granted a “Membership”).“Member Company” or “you” means the company, entity, or individual entering into thisAgreement as listed in the Membership Details Form. “Office Space” means the actual office orworkspace corresponding to the Individual Office Number(s), taken together. “Premises” meansa building or portion of a building in which Renesentoffers offices, workstations, otherworkspaces, and/or other services to Members. “Primary Member” means the primary in-Premises Member contact for Renesent. “Regular Business Days” are all weekdays, exceptlocal bank/government holidays. “Regular Business Hours” are generally from 9:00 a.m. to 6:00p.m. on Regular Business Days. “Set-Up Fee” means the fee you will be charged for eachindividual Membership included in the Capacity of your Office Space; you are obligated to paythe Set-Up Fee for each Individual Office that you occupy, including such Setup Fees as may bedue upon transfer, including upgrade or downgrade (i.e. transferring to an Office Space with ahigher or lower Capacity), of Office Space. “Start Date” means the date set forth in theMembership Details Form upon which the Services will begin being provided with respect toeach Individual Office Number. "Renesent" “we” or “us” means Renesent the entity you arecontracting with. “Renesent Member Network” means the Renesent members-only onlinecommunity accessed through the internet or our mobile app.
2. THE BENEFITS OF MEMBERSHIP
a. Services. Subject to the terms and conditions of this Agreement, and any other policies wemake available to you with prior notice from time to time, during the Term (defined below),Renesent will use commercially reasonable efforts to provide you (and your Members, asapplicable) the services described below. These services are referred to in this Agreement asthe “Services.”i. Non-exclusive access to the Office Space.ii. Regular maintenance of the Office Space.iii. Furnishings for the Office Space of the quality and in the quantity typically provided to othermember companies with similar office space, workstations, and/or other workspace, asapplicable, in the Premises.iv. Access to and use of the Renesent Member Network in accordance with the terms ofservices available on our website.v. Access to and use of the shared Internet connection in accordance with the terms of servicesavailable on our website.vi. Use of the printers, copiers and/or scanners available to our members and membercompanies, in accordance with the terms described herein.vii. Use of the conference rooms in your Main Premises and use of conference rooms in anyother Renesent Premises during Regular Business v.8.1.18 2 Hours, in each case subject toavailability and your prior reservation of such conference rooms, in accordance with the termsdescribed herein.viii. Heat and air-conditioning in the Office Space during Regular Business Hours.ix. Electricity for reasonably acceptable office use.x. Use of kitchens and beverages made available to our members and member companies.
xi. Acceptance of mail and deliveries on behalf of your business during Regular BusinessHours.xii. Opportunity to participate in members-only events, benefits and promotions. Other servicesmay be provided for an additional fee, such as car parking space, phone service, and ITservices, subject to availability at the Main Premises and any additional terms and expensesapplicable to those services.
b. Our Reserved Rights. We are entitled to access your Office Space, with or without notice, inconnection with our provision of the Services, for safety or emergency purposes or for any otherpurposes. We may temporarily move furnishings contained in your Office Space. We reservethe right to alter or relocate your Office Space, provided that we will not do so in a manner thatsubstantially decreases the square footage of your assigned Office Space or related amenities.We may also modify or reduce the list of Services or furnishings provided for your Office Spaceat any time. The Services may be provided by us, an affiliate or a third party.c. Office Space Not Timely Available. If we are unable to make the Office Space available by theStart Date we will not be subject to any liability related to such inability, nor will such inabilityaffect the enforceability of this Agreement. This Agreement shall remain in full force and effect,provided that:(i) the failure to provide access to the Office Space does not last longer than two (2) monthsand(ii) at our sole discretion we will either (x) provide you with alternate office space (which may ormay not be within a Renesent building) with reasonably comparable Capacity during suchperiod and charge your Membership Fee or (y) not charge you the Membership Fee during theperiod the Office Space is not available to you. Following the two (2) month period set forth in(i) above, you shall have the ability to terminate this Agreement upon seven (7) days’ priornotice to us. If we do provide you alternate office space as described in clause(x) above, during the period we provide you with such alternate office space, the individualsnamed as Members shall be deemed to be Members and otherwise shall be fully subject to theterms of this Agreement. Notwithstanding anything in this paragraph to the contrary, if the delayin providing the Office Space is due to your actions or inactions or due to changes in or work tothe Office Space requested by you, we will not be subject to any liability related to such delaynor will such delay affect the validity of this Agreement and we shall have no obligations toprovide you with the benefits described in subsections (x) and (y) of this paragraph and youshall not be entitled to terminate this Agreement and shall be liable for the payment of theMembership Fees from the Start Date.d. Access Prior to Start Date. If we, in our sole discretion, provide you with access to your OfficeSpace for any period of time prior to your Start Date (a “Soft Open Period”), during any suchSoft Open Period you and your Members shall be fully subject to the terms of this Agreement,regardless of whether we choose to charge you the Membership Fee during any such SoftOpen Period.
3. YOUR MEMBERS
a. Member List. You are responsible for maintaining the accuracy of your list of Members on theRenesent Member Network (your “Member List”). Only those individuals included on theMember List will be deemed to be “Members” and entitled to receive the Services described inthis Agreement. To the extent permitted by law, all of your Members shall be required to providevalid government issued identification in order to be issued an activated key card to access thePremises. If the number of Members or other individuals regularly using your Office Spaceexceeds the Capacity, you will be required to pay the then current additional fee as set forth onour website. In no event will the number of Members exceed 1.5 times the Capacity, regardlessof additional fees paid; however affiliated members with other active memberships offered byRenesent such as Renesent Membership, Hot Desk, and/or separate Dedicated DeskMemberships using desks outside of the Office Space will not count towards this limit. Wereserve the right to further limit the number of Members allowed at any point. Upon the additionof a Member to the Member List, Renesent will create a profile for such Member on theRenesent Member Network. Such profile will be viewable by us, our employees and agents, andother members. The created profile will include only the Member’s name and the MemberCompany; any additional information, including a photograph, shall be added solely asdetermined by you or your Members. v.8.1.18 3b. Changes to or Removal of Primary Member or Authorized Signatory. An Authorized Signatorygenerally has the sole authority to make changes to or terminate this Agreement. A PrimaryMember will generally serve as Renesent’s primary contact regarding matters that involve yourMembers, the physical Office Space or the Premises. If no Authorized Signatory other than thePrimary Member is designated by you on the Membership Details Form, the Primary Memberwill serve as the Authorized Signatory. We will be entitled to rely on communications to or fromthe Authorized Signatory or Primary Member as notice to or from the applicable MemberCompany. However, an Executive Officer of the applicable Member Company (“ExecutiveOfficer”) will have the authority to override the request of an Authorized Signatory or PrimaryMember, as applicable, provided that we receive such a request within 24 hours following suchAuthorized Signatory’s or Primary Member’s request. We will be entitled to request reasonabledocumentation to confirm that an individual claiming to be an Executive Officer truly is one andto exercise our discretion in determining whether a particular position constitutes an “ExecutiveOfficer.” An Executive Officer will also have the authority to remove or replace the individualserving as the Authorized Signatory and/or Primary Member. Unless we receive instructionsfrom the Authorized Signatory or Executive Officer, if the individual designated as the PrimaryMember ceases to provide services to the Member Company or ceases using the Office Spaceregularly, we will use our reasonable judgment in designating a replacement Primary Member.
4. MEMBERSHIP FEES; PAYMENTS
a. Payments Due Upon Signing. Upon submitting a signed and completed Agreement, you willbe obligated to deliver to us, in the amount(s) set forth on your Membership Details Form,(i) the Service Retainer and(ii) the Set-Up Fee.
b. Membership Fee. During the Term (defined below) of this Agreement, your Membership Feewill be due monthly and in advance as of the first (1st) day of each month. You are obligated tomake payment of all Membership Fees owed throughout the Commitment Term and thisobligation is absolute notwithstanding any early termination of the Agreement by you(“Membership Fee Obligations”). You agree to pay promptly:(i) all sales, use, excise, value added, and any other taxes which you are required to pay to anyother governmental authority (and, at our request, will provide to us evidence of such payment)and(ii) all sales, use, excise, value added and any other taxes attributable to your Membership asshown on your invoice. The Membership Fee set forth on the Membership Details Form coversthe Services for only the number of Members indicated in the Membership Details Form.Additional Members will result in additional fees as set forth on our website. On eachanniversary of the Start Date (including during any Commitment Term) the Membership Fee willbe subject to an automatic three percent (3%) increase over the then current Membership Fee.Following any Commitment Term, we reserve the right to further increase or decrease theMembership Fee at our sole discretion upon thirty (30) days’ prior notice to you in advance ofand in accordance with the Termination Notice Period described below in Section 5(d).c. Invoices; Financial Information. Renesentwill send or otherwise provide invoices and otherbilling-related documents, information and notices to the Primary Member or, if a Billing Contactis indicated on the Membership Details Form, the Billing Contact. Change of the Billing Contactwill require notice from the Authorized Signatory in accordance with this Agreement.d. Credits; Overage Fees. Each month, you will receive a certain number of credits forconference room use and a certain number of credits for color and black and white copies andprintouts, as specified on the Membership Details Form. These allowances may not be rolledover from month to month. If these allocated amounts are exceeded, you will be responsible forpaying fees for such overages. The current overage fee schedule is listed on our website. Alloverage fees are subject to increase from time to time at our sole discretion.e. Late Fees. If payment for the Membership Fee or any other accrued and outstanding fee isnot made by the tenth (10th) of the month in which such payment is due, you will be responsiblefor paying the then current late charge. The current late fee schedule is listed on our website. Alllate fees are subject to increase from time to time at our sole discretion.f. Form of Payment. We accept payment of all amounts specified in this Agreement solely by themethods we communicate to you during the membership sign up process or from time to timeduring the Term. You are required to inform us promptly of any changes to your paymentinformation. Changing your payment method may result in a change in the amount requiredunder this Agreement to be held as the Service Retainer.g. Outstanding Fees. Any outstanding fees will be charged in arrears on a monthly basis. Whenwe v.8.1.18 4 receive funds from you, we will first apply funds to any balances which are inarrears (including any outstanding late fees) and to the earliest month due first. Once pastbalances are satisfied, any remaining portion of the funds will be applied to current fees due. Ifany payments remain outstanding after we provide notice to you, we may, in our sole discretion,withhold Services or terminate this Agreement in accordance with Section 5.h. No Refunds. Except as otherwise provided for herein, there are no refunds of any fees orother amounts paid by you or your Members in connection with the Services.
5. TERM AND TERMINATION
a. Term. This Agreement will be effective when signed by both parties (“Effective Date”);provided that we have no obligations to provide you with the Services until the later of
(i) the date on which payment of your Service Retainer, Set-Up Fee and first month’sMembership Fee has been received by us or(ii) the Start Date. Unless otherwise set forth on the Membership Details Form, following theCommitment Term, this Agreement shall continue on a month-to month basis (any term after theCommitment Term, a “Renewal Term”), subject to the Termination Notice Periods (definedbelow). The Commitment Term and all subsequent Renewal Terms shall constitute the “Term.” Ifno Commitment Term is indicated on your Membership Details Form, the default CommitmentTerm shall commence on the Start Date and end one (1) month after the Start Date. ThisAgreement will continue until terminated in accordance with this Agreement.b. Move In / Move Out. If the Start Date is a Regular Business Day, you will be entitled to moveinto the Office Space no earlier than 11:00 a.m. on the Start Date, provided you have compliedwith the payment obligations described in Section 5(a). If the Start Date is not a RegularBusiness Day, you will be entitled to move into the Office Space no earlier than 11:00 a.m. onthe first Regular Business Day after the Start Date. On the last Regular Business Day of theTermination Effective Month (defined below), you must vacate the Office Space by no later than4:00 p.m.c. Cancellation Prior to Start Date by You. You may cancel this Agreement prior to the StartDate upon delivery of notice to us. If you terminate more than one (1) full calendar month priorto your Start Date, you may be entitled to a refund of your Set-Up Fee, less any applicablecharges, expenses or deductions; however, you will not be entitled to a refund of your ServiceRetainer. If you terminate within one (1) full calendar month prior to your Start Date, you will notbe entitled to a refund of your Set-Up Fee or Service Retainer.d. Termination by You. You may terminate this Agreement by providing written notice to us priorto the month in which you intend to terminate this Agreement (“Termination Effective Month”) inaccordance with the notice periods set forth in the chart below (the “Termination NoticePeriod(s)”). The applicable Termination Notice Period shall be determined by the CommitmentTerm and Capacity for the relevant Individual Office Number, as depicted in the chart below, andas displayed on the Membership Details Form. The Termination Notice Periods shall apply toany termination by you during the Term. After receiving such notice we will deliver to you theRenesent Exit Form (“Exit Form”), which you must complete and submit to us. The terminationwill be effective on the later of the last Regular Business Day of the Termination Effective Monthand the expiration of the Commitment Term. No termination by you shall be effective during theCommitment Term (except pursuant to Section 2(c)), and termination by you during theCommitment Term is a breach of this Agreement. Downgrade of the Office Space (i.e.transferring to an office space with a lower Capacity) is also not permitted during theCommitment Term. If you terminate this Agreement prior to the end of the Commitment Term (orduring any relevant Termination Notice Period), your Membership Fee Obligations shall becomeimmediately due. In addition to any rights, claims and remedies we choose to pursue in ourdiscretion, your Service Retainer shall be forfeited immediately as a result of your breach.Notice must be provided during Regular Business Hours. The Exit Form needs to be completelyfilled out and signed by the Authorized Signatory; however, please note that the termination ofyour Agreement on the last Regular Business Day of the Termination Effective Month will betriggered upon your provision of written notice of termination to us, regardless of when youcomplete and submit the Exit Form. You will not be entitled to pro ration with respect to the lastmonth's Membership Fee. For instance, if you vacate your Office Space before the last RegularBusiness Day of April, you will still owe us the full Membership Fee for the full month of April.v.8.1.18 5 Member Company Termination Notice Periods Required: Commitment Term Capacity0 - 24 25 - 74 75 + 1 - 5 months 1 month 2 months 3 months 6 - 11 months 1 month 2 months 3months 12 - 23 months 2 months 3 months 6 months 24 + months 3 months 6 months 6 months• Example: If the Capacity for the Office Space is between twenty-five (25) and seventy-four(74) Members, and the Commitment Term is between six (6) and eleven (11) months, theapplicable Termination Notice Period would be two (2) months, and to terminate this Agreementeffective the last Regular Business Day of April (provided that the Commitment Term shall haveexpired by such date) the last opportunity to provide notice to us would be during RegularBusiness Hours on the last Regular Business Day of February.e. Termination or Suspension by Us. We may withhold Services or immediately terminate thisAgreement:(i) upon breach of this Agreement by you or any Member;(ii) upon termination, expiration or material loss of our rights in the Premises;(iii) if any outstanding fees are still due after we provide notice to you;(iv) if you or any of your Members fail to comply with the terms and conditions of the RenesentMember Network Terms of Service, our Wireless Network Terms of Service, or any otherpolicies or instructions provided by us or applicable to you; or(v) at any other time, when we, in our sole discretion, see fit to do so. You will remain liable forpast due amounts, and we may exercise our rights to collect due payment, despite terminationor expiration of this Agreement. An individual Member will no longer receive the Services and isno longer authorized to access the Main Premises or other Premises upon the earlier of(x) the termination or expiration of this Agreement;(y) your removal of such Member from the Member List or(z) our notice to you that such Member violated this Agreement. We may withhold or terminateServices of individual Members for any of the foregoing reasons; in such circumstances thisAgreement will continue in full force and effect to the exclusion of the relevant Member.f. Service Retainer. The Service Retainer will be held as a retainer for performance of all yourobligations under this Agreement, including the Membership Fee Obligations, and is notintended to be a reserve from which fees may be paid. In the event you owe us other fees, youmay not rely on deducting them from the Service Retainer, but must pay them separately. Wewill return the Service Retainer, or any balance after deducting outstanding fees and other costsdue to us, including any unsatisfied Membership Fee Obligations, to you by bank transfer orother method that we communicate to you within thirty (30) days (or earlier if required byapplicable law) after the later of(i) the termination or expiration of this Agreement and(ii) the date on which you provide to us all account information necessary for us to make suchpayment. Return of the Service Retainer is also subject to your complete performance of allyour obligations under this Agreement, including full satisfaction of your Membership FeeObligations and any additional obligations applicable following termination or expiration of thisAgreement.g. Removal of Property Upon Termination. Prior to the termination or expiration of thisAgreement, you will remove all of your, your Members’, and your or their guests’ property fromthe Office Space and Premises. After providing you with reasonable notice, we will be entitled todispose of any property remaining in or on the Office Space or Premises after the termination orexpiration of this Agreement and will not have any obligation to store such property, and youwaive any claims or demands regarding such property or our handling or disposal of suchproperty. You will be responsible for paying any fees reasonably incurred by us regarding suchremoval. We shall have no implied obligations as a bailee or custodian, and you herebyindemnify us and agree to keep us indemnified in respect of any claims of any third parties inrespect of such property. Following the termination or expiration of this Agreement, we will notforward or hold mail or other packages delivered to us.
6. HOUSE RULES
In addition to any rules, policies and/or procedures that are specific to a Premises used by you:
a. You acknowledge and agree that: v.8.1.18 6i. keys, key cards and other such items used to gain physical access to the Premises, or theOffice Space remain our property. You will cause your Members to safeguard our property andyou shall promptly notify us and be liable for replacement fees should any such property be lost,stolen or destroyed;ii. you shall promptly notify us of any change to your contact and/or payment information;iii. we will provide notice to you of any changes to Services, fees, or other updates via email. Itis your responsibility to read such emails and to ensure your Members are aware of anychanges, regardless of whether we notify such Members directly;iv. carts, dollies and other freight items which may be made available may not be used in thepassenger elevator except at our discretion;v. for security reasons, we may, but have no obligation to, regularly record certain areas in thePremises via video;vi. all of your Members are at least 18 years of age;vii. you shall be solely and fully responsible for ensuring that alcohol is consumed responsiblyby your individual Members and that no alcohol is consumed by any of your Members or guestswho is younger than the legal age for consuming alcohol in the applicable jurisdiction;viii. common spaces are to be enjoyed by all our member companies, members and guestsunless otherwise instructed by us, and are for temporary use and not as a place for continuous,everyday work;ix. you will provide us with reasonable notice of and complete all required paperwork prior tohosting any event at the Premises;x. you will be responsible for any damage to your Office Space other than normal wear andtear;xi. you will be responsible for replacement fees for any item(s) provided to you by the Renesentcommunity team for temporary use should any such property be lost, stolen or destroyed;xii. we are not liable for any mail or packages received without a Renesent employee’ssignature indicating acceptance;xiii. you may not make any structural or nonstructural alterations or installations (including, butnot limited to, wall attachments, furniture, IT equipment, and/or glass paneling) in the OfficeSpace or elsewhere in the Premises without prior approval by us. In the event that anyalterations or installations are made, you shall be responsible for the full cost and expense ofthe alteration or installation and, prior to the termination of this Agreement, the removal of suchitems and the restoration necessitated by any such alterations, and we shall deduct any suchcosts not otherwise paid by you from the Service Retainer. In no event are you permitted toperform any of these actions. Only a member of our facilities staff is entitled to perform analteration, installation, removal or restoration. Reach out to a member of your community teamfor more information; xiv. you and your Members’ computers, tablets, mobile devices and otherelectronic equipment must be(a) kept up-to-date with the latest software updates provided by the software vendor and (b)kept clean of any malware, viruses, spyware, worms, Trojans, or anything that is designed toperform malicious, hostile and/or intrusive operations. We reserve the right to remove anydevice from our networks that poses a threat to our networks or users until the threat isremediated; andxv. you consent to our non-exclusive, non transferable use of your Member Company nameand/or logo in connection with identifying you as a Member Company of Renesent, alongsidethose of other member companies, on a public-facing “Membership” display on our website, aswell as in video and other marketing materials. You warrant that your logo does not infringeupon the rights of any third party and that you have full authority to provide this consent. Youmay terminate this consent at any time upon thirty (30) days’ prior notice.b. No Member will:i. perform any activity or cause or permit anything that is reasonably likely to be disruptive ordangerous to us or any other member companies, or our or their employees, guests or property,including without limitation the Office Space or the Premises;ii. use the Services, the Premises or the Office Space to conduct or pursue any illegal oroffensive activities or comport themselves to the community in a similar manner; all Membersshall act in a respectful manner towards other member companies and our and their employeesand guests; v.8.1.18 7iii. misrepresent himself or herself to the Renesent community, either in person or on theRenesent Member Network;iv. take, copy or use any information or intellectual property belonging to other membercompanies or their members or guests, including without limitation any confidential orproprietary information, personal names, likenesses, voices, business names, trademarks,service marks, logos, trade dress, other identifiers or other intellectual property, or modified oraltered versions of the same, and this provision will survive termination of this Agreement;v. take, copy or use for any purpose the name “Renesent” or any of our other business names,trademarks, service marks, logos, trade dress, marketing material, other identifiers or otherintellectual property or modified or altered versions of the same, or take, copy or use for anypurpose any pictures or illustrations of any portion of the Premises, or engage in any conductthat is likely to cause confusion between Renesent and yourself, without our prior consent, andthis provision will survive termination of this Agreement, provided that during the term of thisAgreement you will be able to use “Renesent” in plain text to accurately identify an address oroffice location;vi. film within any Premises, including within the Office Space, without completing all requiredpaperwork and receiving express written consent from Renesent;vii. use the Office Space in a retail, medical, or other capacity involving frequent visits bymembers of the public, as a residential or living space, or for any exclusively non-businesspurpose;viii. sell, manufacture or distribute any controlled substance, including alcoholic beverages, fromthe Office Space, or obtain a license for such sale, manufacture, importation, or distributionusing the Office Space or the address of the Main Premises;ix. use our mail and deliveries services for fraudulent or unlawful purposes, and we shall not beliable for any such use;x. store significant amounts of currency or other valuable goods or commodities in the OfficeSpace that are not commonly kept in commercial offices; in the event that you do so, we will notbe liable for any such loss;xi. make any copies of any keys, keycards or other means of entry to the Office Space or thePremises or lend, share or transfer any keys or keycards to any third party, unless authorized byus in advance;xii. install any locks to access the Office Space or anywhere within the Premises, unlessauthorized by us in advance;xiii. allow any guest(s) to enter the building without registering such guest(s) and performing anyadditional required steps according to our policies;xiv. operate any equipment within the Premises that has a higher heat output or electricalconsumption than in a typical personal office environment, or places excessive strain on ourelectrical, IT, HVAC or structural systems, with such determination to be made in our solediscretion, without our prior approval; orxv. bring any weapons of any kind, or any other offensive, dangerous, hazardous, inflammableor explosive materials into the Office Space or the Premises. You are responsible for ensuringyour Members comply with all House Rules and with all rules, policies and/or procedures thatare specific to a Premises used by you, and agree that in the event of any penalty or fineresulting from the breach of any such rules, policies and/or procedures, you will be responsiblefor paying such penalty or fine.
7. ADDITIONAL AGREEMENTS
a. Information Technology. In order to utilize all the functionalities offered by us, it may benecessary to install software onto a Member’s computer, tablet, mobile device or otherelectronic equipment. In addition, a Member may request that we troubleshoot problems aMember may have with respect to printing, accessing the network connection or other issues. Ifwe provide such services, we will not be responsible for any damage to your equipment.
8. ARBITRATION AND CLASS ACTION WAIVER
a. Governing Law. This Agreement and the transactions contemplated hereby shall be governedby and construed under the law of the State of California, U.S.A. and the United States withoutregard to conflicts of laws provisions thereof and without regard to the United NationsConvention on Contracts for the International Sale of Goods.
b. Venue. Except that either party may seek equitable or similar relief from any court ofcompetent jurisdiction, any dispute, controversy or claim arising out of or in relation to thisAgreement, or at law, or the breach, termination or invalidity of this Agreement, that cannot besettled amicably by agreement of the parties to this Agreement shall be finally settled inaccordance with the arbitration rules of JAMS then in force, by one or more arbitratorsappointed in accordance with said rules. The place of arbitration shall be Los Angeles,California, U.S.A.c. Proceedings; Judgment. The proceedings shall be confidential and in English. The awardrendered shall be final and binding on both parties. Judgment on the award may be entered inany court of competent jurisdiction. In any action, suit or proceeding to enforce rights under thisAgreement, the prevailing party shall be entitled to recover, in addition to any other reliefawarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expensesof every kind in connection with the action, suit or proceeding, any appeal or petition for review,the collection of any award or the enforcement of any order, as determined by the arbitrator(s)or court, as applicable. This Agreement shall be interpreted and construed in the Englishlanguage, which is the language of the official text of this Agreement.d. Class Action Waiver. Any proceeding to resolve or litigate any dispute in any forum will beconducted solely on an individual basis. Neither you nor we will seek to have any dispute heardas a class action or in any other proceeding in which either party acts or proposes to act in arepresentative capacity. No proceeding will be combined with another without the prior writtenconsent of all parties to all affected proceedings. You also agree not to participate in claimsbrought in a private attorney general or representative capacity, or any consolidated claimsinvolving another person's account, if we are a party to the proceeding. YOU ARE GIVING UPYOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ONANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASSARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.
a. Nature of the Agreement; Relationship of the Parties. Your agreement with us is thecommercial equivalent of an agreement for accommodation in a hotel. The whole of the OfficeSpace remains our property and in our possession and control. We are giving you the right toshare with us the use of the Office Space so that we can provide the Services to you.Notwithstanding anything in this Agreement to the contrary, you and we agree that ourrelationship is not that of landlord-tenant or lessor-lessee and this Agreement in no way shall beconstrued as to grant you or any Member any title, easement, lien, possession or related rightsin our business, the Premises, the Office Space or anything contained in or on the Premises orOffice Space. This Agreement creates no tenancy interest, leasehold estate, or v.8.1.18 10other real property interest. The parties hereto shall each be independent contractors in theperformance of their obligations under this Agreement, and this Agreement shall not be deemedto create a fiduciary or agency relationship, or partnership or joint venture, for any purpose. Youacknowledge and agree that you are entering into this Agreement for the purposes of and in thecourse of your trade, business and/or profession, and not as a consumer. Neither party will inany way misrepresent our relationship.
b. Updates to the Agreement. Changes to membership and overage fees, will be governed bySection 4(b) and 4(d) of this Agreement, respectively. We may from time to time update thisAgreement and will provide notice to you of these updates. You will be deemed to haveaccepted the new terms of the Agreement following the completion of two (2) full calendarmonths after the date of notice of the update(s). Continued use of the Office Space or Servicesbeyond this time will constitute acceptance of the new terms.c. Waiver. Neither party shall be deemed by any act or omission to have waived any of its rightsor remedies hereunder unless such waiver is in writing and signed by the waiving party.d. Subordination. This Agreement is subject and subordinate to our lease with our landlord ofthe Premises and to any supplemental documentation and to any other agreements to whichour lease with such landlord is subject to or subordinate. However, the foregoing does not implyany sublease or other similar relationship involving an interest in real property.e. Extraordinary Events. Renesent will not be liable for, and will not be considered in default orbreach of this Agreement on account of, any delay or failure to perform as required by thisAgreement as a result of any causes or conditions that are beyond Renesent’s reasonablecontrol, including without limitation(i) any delays or changes in construction of, or Renesent’s ability to procure any space in, anyPremises, and(ii) any delays or failure to perform caused by conditions under the control of our landlord at theapplicable Premises.f. Severable Provisions. Each provision of this Agreement shall be considered severable. To theextent that any provision of this Agreement is prohibited or otherwise limited, this Agreementshall be considered amended to the smallest degree possible in order to make the Agreementeffective under applicable law.g. Survival. Sections 1, 2(b), 4 (to the extent any payments remain outstanding), 5(d), 5(f), 5(g),6(b), 7(a) through 7(f), 7(h), 8, and 9 and all other provisions of this Agreement reasonablyexpected to survive the termination or expiration of this Agreement will do so.h. Notices. Any and all notices under this Agreement will be given via email, and will be effectiveon the first business day after being sent. All notices will be sent via email to the emailaddresses specified on the Membership Details Form, except as otherwise provided in thisAgreement. Renesent may send notices to either (or both) the Primary Member or theAuthorized Signatory, as Renesent determines in its reasonable discretion. Notices related tothe physical Office Space, Premises, Members, other Member Companies or other issues in thePremises should be sent by the Primary Member. Notices related to this Agreement or thebusiness relationship between you and Renesent should be sent by your Authorized Signatory.In the event that we receive multiple notices from different individuals within your companycontaining inconsistent instructions, the Authorized Signatory’s notice will control unless wedecide otherwise in our reasonable discretion.i. Headings; Interpretation. The headings in this Agreement are for convenience only and arenot to be used to interpret or construe any provision of this Agreement. Any use of “including,”“for example” or “such as” in this Agreement shall be read as being followed by “withoutlimitation” where appropriate. References to any times of day in this Agreement refer to the timeof day in the Office Space’s time zone.j. No Assignment. Except in connection with a merger, acquisition, corporate reorganization, orsale of all or substantially all of the shares or assets of you or your parent corporation, you maynot transfer or otherwise assign any of your rights or obligations under this Agreement(including by operation of law) without our prior consent. We may assign this Agreement withoutyour consent.k. Sanctions. You hereby represent and warrant that(i) during the term of this Agreement you and your Members will comply with all applicable U.S.and nonU.S. economic sanctions and export control laws and regulations, including but notlimited to the economic sanctions regulations implemented under statutory authority and/orExecutive Orders and administered by the U.S. Treasury Department's Office of Foreign AssetsControl (“OFAC”) (31 C.F.R. Part 500 et seq.), the U.S. Commerce Department’s ExportAdministration Regulations (15 C.F.R. Part 730 et seq.), the economic sanctions rules andregulations of v.8.1.18 11 the European Council, United Kingdom, and EU Member States, andEU's Dual-use Regulation 428/2009 (collectively, “Trade Control Laws”);(ii) neither you nor any of your Members, subsidiaries or affiliates, nor directors or officers is(a) a citizen or resident of, an entity organized under the laws of, or otherwise located in, acountry subject to comprehensive territorial sanctions maintained by OFAC (hereinafter referredto as “Sanctioned Countries”),(b) identified on U.S. Government restricted party lists including the Specially DesignatedNationals List and Foreign Sanctions Evaders List administered by OFAC; the Denied PartiesList, Unverified List or Entity List maintained by the U.S. Commerce Department Bureau ofIndustry and Security; or the List of Statutorily Debarred Parties maintained by the U.S. StateDepartment Directorate of Defense Trade Controls,(c) a listed person or entity on the Consolidated List of persons and entities subject to asset-freezing measures or other sanctions maintained by the European Union, and by the MemberStates of the European Union, or(d) a person or entity subject to asset-freezing measures or other sanctions maintained by theUnited Kingdom's HM Treasury (collectively referred to herein as "Restricted Parties");(iii) neither you nor any of your Members, subsidiaries and/or affiliates are 50% or more owned,individually or in the aggregate, directly or indirectly by one or more Restricted Parties orotherwise controlled by Restricted Parties;(iv) less than 10% of your total annual revenues are, and will continue to be for the duration ofthe Agreement, generated from activities involving, directly or indirectly, one or more of theSanctioned Countries; and(v) neither you nor any of your Members will, at any time during the Term, engage in any activityunder this Agreement, including the use of Services provided by Renesent in connection withthis Agreement, that violates applicable Trade Control Laws or causes Renesent to be inviolation of Trade Control Laws.l. Anti-Money Laundering. You hereby represent and warrant that at all times you and yourMembers have conducted and will conduct your operations in accordance with all laws thatprohibit commercial or public bribery and money laundering (the “AntiMoney Laundering Laws”),and that all funds which you will use to comply with your payments obligations under thisAgreement will be derived from legal sources, pursuant to the provisions of AntiMoneyLaundering Laws. You will provide us with all information and documents that we from time totime may request in order to comply with all AntiMoney Laundering Laws.m. Anti-Corruption Laws. Neither you nor any of your Members, your directors, officers,employees, agents, subcontractors, representatives or anyone acting on your behalf, (i) has,directly or indirectly, offered, paid, given, promised, or authorized the payment of any money, giftor anything of value to:(A) any Government Official or any commercial party,(B) any person while knowing or having reason to know that all or a portion of such money, giftor thing of value will be offered, paid or given, directly or indirectly, to any Government Official orany commercial party, or(C) any employee or representative of Renesent for the purpose of(1) influencing an act or decision of the Government Official or commercial party in his or herofficial capacity,(2) inducing the Government Official or commercial party to do or omit to do any act in violationof the lawful duty of such official,(3) securing an improper advantage or(4) securing the execution of this Agreement,(ii) will authorize or make any payments or gifts or any offers or promises of payments or gifts ofany kind, directly or indirectly, in connection with this Agreement, the Services or the OfficeSpace. For purposes this section, “Government Official” means any officer, employee or personacting in an official capacity for any government agency or instrumentality, including state-owned or controlled companies, and public international organizations, as well as a politicalparty or official thereof or candidate for political office.n. Compliance with Laws. You hereby represent and warrant that at all times you and yourMembers have conducted and will conduct your operations ethically and in accordance with allapplicable laws.o. Brokers. You hereby represent and warrant that you have not used a broker or realtor inconnection with the membership transaction covered by this Agreement, except as may beprovided for in the Renesent broker referral program. You hereby indemnify and hold usharmless against any claims arising from the breach of any warranty or representation of thisparagraph.p. Counterparts and Electronic Signature. This Agreement may be executed in any number ofcounterparts by either handwritten or electronic signature, each of which when executed shallconstitute a duplicate original, but all the counterparts shall together constitute the oneagreement, and each of which counterparts may be delivered by emailing the other party to thisAgreement signed scanned document or electronically signed portable document format (pdf)version of the contract (as applicable). Each party agrees to the execution of this Agreement inthis manner, and the parties acknowledge that execution in this manner creates a bindingcontract between the parties on the Effective Date. v.8.1.18 12 q. Entire Agreement. ThisAgreement constitutes the entire agreement between the parties relating to the subject matterhereof and shall not be changed in any manner except by a writing executed by both parties oras otherwise permitted herein. All prior agreements and understandings between the partiesregarding the matters described herein have merged into this Agreement.10. Background and Credit Check AuthorizationBy electronically signing membership agreement(s) below member hereby authorize Renesent,Inc., to make an independent investigation of member background and criminal or policerecords. I release Renesent, Inc., and any person or entity which provides information pursuantto this authorization, from any and all liabilities, claims or lawsuits in regards to the informationobtained from any and all of the above sources. Future member also authorize Renesent, Inc.,to generate and obtain a detailed credit report on me for the purpose of confirming the eligibilityof membership to RenesentNetwork. Upon request, Renesent, will provide member with a copyof that report. The information contained in this agreement is correct to the best of myknowledge. member understand that any omission of material fact on this agreement may begrounds for rejection of this membership agreement.