1. Names and Titles. The executed Member Service Agreement (“MSA”) constitutes a license agreement between the licensee (“Member”) that executed the MSA and the licensor doing business as Office Evolution (the “Business Center Operator”) listed in the Business Center Summary section of these Terms and Conditions. The Business Center Operator is an independent owner and operator of the Member’s home Office Evolution location (“Business Center”).
2. Business Center Rules. In addition to these Terms and Conditions, the Business Center may have additional guidelines (“Business Center Rules”) that Members utilizing the space or services must abide by and will be furnished upon request. In the event of any inconsistency between the provisions of the Business Center Rules and the Terms and Conditions, the terms of the Business Center Rules shall control.
3. Invoices. Invoices will be distributed via email and will include any:
1) monthly fees as described in the MSA, which are billed in advance, and
2) usage charges for the previous month. Any one-time expenses such as set up fees, service retainers, late fees or prorated monthly fees may be invoiced at any time.
4. Payment. Payment of monthly invoices is due as outlined on your invoice. All month-to-month Members are required to utilize the auto-bill system. Auto-bill payments are
charged to the ACH, credit card or debit card on the day indicated on your invoice. Members not on a month-to-month MSA may either pay by check, ACH or sign up for the auto-bill system. Checks may be dropped off at the Business Center reception desk or mailed to the Business Center. All set up fees or retainers must be paid in full prior to the commencement of service. No cash payments will be accepted. If Member has selected auto-bill, Member has authorized the Business Center to charge Member’s account for all current fees and all past due invoices, which may be charged as separate payments.
5. Sales Tax. Members agree to pay any applicable sales tax as required by any governmental agency.
6. Credit Card/Payment Processing Fees, Late Fees and Insufficient Funds. The Business Center Operator may pass through payment processing fees to you, where permitted by law. For recurring invoices not paid by the invoice due date, a late fee will be assessed in the amount of the lesser of 10% of the overdue balance, or the highest amount permitted by applicable law. The Business Center will not be responsible for any insufficient fund fees charged by Member’s bank as a result of auto-bill. The Business Center will charge a minimum fee of $25 each time any charge or debit cannot be collected due to insufficient funds.
7. Retainer. The retainer amount shown in the MSA must be paid by Member at time of the MSA execution. The retainer will be held by the Business Center throughout the initial term and any automatic renewal period to secure the performance of Member’s obligations, covenants, and agreements. The Business Center shall have the right to apply all or any portion of such retainer to cure any and all defaults of Member under the MSA, including any damage or alterations to the Business Center. The Business Center agrees to return the balance of the retainer to the Member, without interest, within 60 days after termination. The Business Center shall use commercially reasonable efforts to return the retainer to the Member. If the Member cannot be located, the retainer shall be forfeited one year after termination of the MSA.
8. Cleaning and Restoration Fee. A minimum cleaning and restoration fee of $200 shall be charged upon move out for any dedicated space occupied by a Member. This fee covers cleaning and restoration of the space, including removal of abandoned items. This fee will be determined at the sole discretion of the Business Center.
9. Termination by Month-To-Month Member. Any Member with a month-to-month MSA may terminate the MSA by contacting their Business Center via email, personal delivery, or certified mail requesting termination in writing. Such termination shall be effective 30 days following receipt by the Business Center. A final invoice will be issued after the termination date for any remaining usage charges. Upon the termination date, all services shall immediately cease.
10. Termination by Other Members. Members with a MSA containing a term other than month-to-month may terminate the MSA early by sending an email, personal delivery, or certified mail to the Business Center requesting termination in writing at least 30 days prior to the requested termination date. Members may terminate prior to their contracted end date by, 1) agreeing to pay an early termination fee where applicable, and 2) paying all invoices and fees on or before the termination date. The early termination fee is equal to the greater of a) 2 months fees, or b) one-third of the remaining total obligation. All fees including any applicable late fees, interest and early termination fees set forth in the MSA must be paid prior to the requested termination date. Termination shall be effective on the last day of the next month following receipt of notice if the above terms are met.
11. Automatic Renewal. At the end of the initial term, the Member’s MSA may automatically renew at the same term as the initial MSA at then current pricing. The renewal of the MSA at the end of the original term is subject to approval by the Business Center in its sole discretion. Such renewals are subject to any then current pricing determined by the Business Center as stated in Price Changes and Terms and Conditions section of these Terms and Conditions.
12. Meeting Room Cancellation Policy. All meeting room reservations have a minimum 24-hour cancellation policy unless otherwise noted by Business Center. Failure to
comply with this policy will result in Member being charged the full price of the scheduled meeting. Contact the Business Center for details.
13. Service Provisions. Services provided to the Member are indicated in the MSA and supporting sales documents. Some restrictions may apply. Additional services may be added by the Member for an additional cost. Services are intended for the direct and personal use of the individual Member or Members and not as a substitute for a call center, corporate/medical reception desk or any similar use. The Business Center will notify a Member if it believes that Member’s usage is not in accordance with this policy and may limit the services or implement charges for the excessive usage.
14. Internet & Telephone Services. The Business Center agrees to supply commercially reasonable business level Internet access (intended for email, web browsing and occasional upload/download of data) and access to telephone service, if applicable, to telephone service provider of member’s choice at member’s cost responsibility. If such services are suspended for maintenance or fail for any reason, Member shall not be entitled to any financial damages from the Business Center in regard to loss of service, including consequential damages. The Business Center’s responsibility shall be to restore internet services as soon as commercially reasonable. The Business Center may allocate available bandwidth and restrict specific uses among the Members so that Members are provided with reasonable levels of service. Internet access may be used only for lawful purposes and any Member violating this policy may be terminated immediately.
15. Mail. Mail receipt and mail sorting are services provided by The Business Center. Member must comply with any applicable State or Federal laws regarding mail receipt and distribution. Member releases The Business Center from any liability arising out of or incurred in connection with any mail or packages received on behalf of the Member. Upon termination of services, all mail will be returned to sender. The terminating member is solely responsible for making forwarding arrangements with the U.S. Postal Service and any other applicable delivery companies.
16. Shared Workspace Use. Members are entitled to unlimited use of the Shared Workspace area at qualifying Business Centers. Shared Workspace use is limited to Members (not clients or other guests), cannot be reserved, and is on a space available basis in designated areas at each qualifying Business Center. Ask the Business Center Manager or visit the Office Evolution web site for more information on the availability of these facilities. If all available facilities are in use, the Member who has been using shared workspace for the longest period that day must vacate the space within 15 minutes of being notified. All Shared Workspace users must sign in at the front desk prior to using Shared Workspace. Shared Workspace use is intended as a convenience for Members and is not intended to be used as a permanent or semi- permanent substitute for paid workspace. The Business Center will, in its sole judgment, notify a Member if it believes that this policy is being abused and may then limit or rescind the Member’s Shared Workspace use, or terminate the member agreement in accordance with the Terms & Conditions.
17. Member Provided Equipment. Members must seek the written permission of the Business Center prior to installing equipment, such as switches, hubs, routers, servers, printers, scanners, fax machines or VOIP phones, in the Business Center. Personal firewalls installed by the member may interfere with our systems. If this equipment interferes with the optimal functioning of the Business Center network, the Member may be charged tech support fees to restore the network to previous working order. The Business Center disclaims responsibility for any Member equipment stored in any dedicated space, telecommunications room or other facility at the Business Center. The Business Center does not support any Member provided equipment.
18. Technology Maintenance. The Business Center observes a weekly routine technology maintenance window currently from Friday at 10pm Mountain time to Saturday at
7am Mountain time, during which period all Office Evolution systems may be offline. This window is subject to change. Member shall not be entitled to any refund regarding outages caused by regularly scheduled maintenance windows.
19. Telephone Numbers and Porting. Members using telephone services have the option of
1) porting their phone number to the telephone provider of their choice and cost responsibility, or
2) retaining their own phone number which they can forward to the telephone service provider of their choice.
20. Price Changes and Terms and Conditions. All month-to-month MSA pricing and/or additional service pricing is subject to change with 30-day notice from the Business Center via email or as noted in your contract. The Terms and Conditions are subject to change at any time and are available upon request from the Business Center. If changes are made to the Terms and Conditions, Members will be notified via email. Additional service fees and pricing may vary from business center to business center.
21. Default by Member or Termination by the Business Center. If a Member does not pay its entire invoice by the 15th of the month or if the Member breaches any other provisions of the MSA or Business Center Rules, such Member’s license is subject to immediate termination and collection actions. The Business Center also has the right to immediately terminate the license of the MSA for any reason, including but not limited to, if the Member or any of Member’s guests, employees or vendors acts in a way that is incompatible with normal shared space use, is disruptive or disrespectful to other Members or the Business Center employees, violates any laws, regulations or zoning rules or acts in an immoral or unethical manner. Appropriate Business Center conduct may be further defined in the Business Center Rules. Unused monthly services do not have any monetary or exchange value and Member will not receive a refund of any Monthly Fees that have then been paid by Member. Member is not entitled to any refund for any paid services upon termination of the MSA. In both of the aforementioned situations, the Business Center may discontinue service and restrict the Member’s access to the Business Center and any Member services, including, but not limited to, changing the password on the Member’s voicemail, discontinuing electronic access, discontinuing live phone answering services, halting acceptance of mail, and changing locks on dedicated spaces. Member shall pay upon demand all costs and expenses, including reasonable attorney fees, incurred by the Business Center in enforcing the observance and performance by Member of all covenants, conditions and provisions of the MSA, as applicable, to be performed by Member of resulting from Member’s default. If a Member that is terminated for nonpayment, subsequently makes the required payments and then continues service, a new setup fee will be charged. If the Member benefited from a special discount, promotion or offer, the Business Center Operator may discontinue that discount, promotion or offer without notice if the Member materially breaches these terms and conditions.
22. Keys and Security. Business Center keys must not be duplicated. Shared entry points are to remain locked after hours and cannot be propped open. In the event of a lost or unreturned dedicated space key, mailbox key or security card or fob, the Business Center must be informed immediately, and Member must pay the costs of replacement and rekeying of locks if necessary. All keys and security cards or fobs must be returned upon termination of the MSA. Members may be subject to a fee for all key, security cards, or fob replacements as determined by the Business Center. Members may not change or add locks to any door or window.
23. Insurance, Responsibility of Member. It is the Member’s responsibility to provide personal property and general liability insurance for the Member and any employees, guests, visitors, vendors, or other third parties associated with the Member, and the Member’s personal property located in the Business Center.
24. Insurance, Responsibility of the Business Center. The Business Center shall have and maintain in effect at all times property and general liability insurance in such amounts as shall be determined appropriate by the Business Center.
25. Governing Law. These Terms and Conditions are governed by and shall be construed in accordance with the laws of the state in which the Business Center resides, without reference to principles of conflicts of the state’s law. All claims and disputes arising under or relating to these Terms and Conditions are to be settled by binding arbitration in the state of the Business Center.
26. Nature of the Agreement. The MSA is the equivalent of a revocable license. Member agrees that the MSA creates no tenancy, leasehold estate or any other property interest. Member hereby acknowledges and agrees that the MSA is subordinate to the terms of the lease agreement between the Business Center and its landlord.
27. Assignment or Sublicensing. Dedicated space use is limited to the Member listed on the MSA. Member may not assign the MSA without the written consent of the Business Center and any attempted assignment without such consent shall be void. Any consent by the Business Center shall not relieve Member of its primary obligations including the payment of all fees. Business Center may assign or transfer this MSA or any of its rights under this MSA without notice to Member, except as otherwise required by law.
28. Maintenance and Use of Dedicated Space. Member agrees to maintain dedicated space in good condition and repair any damage caused by Member at Member’s cost and expense. Member further agrees at the end of the term of the MSA to return the dedicated space to the Business Center in substantially as good condition as when received. Member shall use the dedicated space for general office purposes only. Member shall conform to all present and future laws and ordinances affecting the building. No storage of any material outside of the dedicated space shall be allowed unless first approved by the Business Center. Member shall not store or use any hazardous materials in the dedicated space. Member further agrees not to install any electrical equipment that overloads any electrical paneling, circuitry or wiring and further agrees to comply with the requirements of the insurance underwriter or any governmental authorities having jurisdiction thereof.
29. Pet Policy. For the safety and comfort of all members, neither pets nor emotional support animals are allowed in the Business Center unless mandated by law.
30. Personal Property Taxes. Member shall be responsible for all taxes and assessments levied and or assessed by any governmental authority against any furniture, fixtures or equipment owned by Member.
31. Inspection and Right of Entry. The Business Center shall have the reasonable right to enter dedicated space for inspection, to make repairs, alterations, improvements, additions, or for any other reason the Business Center may deem necessary or desirable. Fees shall in no way abate while such repairs, alterations, improvements, or additions are being made, for reason of loss or interruption of business of Member or otherwise.
32. Closure of Business Center. The Business Center may relocate or close after providing notice to its Members. In most circumstances the Business Center shall provide at least 60 days notice of relocation or closure. However, if 60 days notice is not possible, commercially reasonable efforts shall be used to notify members as soon as feasible. In the event of a relocation or closure, all Members of the Business Center shall be permitted to terminate their MSA on the date of relocation or closure, but no earlier unless otherwise allowed in these Terms and Conditions. The Business Center shall have no further liability beyond the relocation or closing date.
33. Disclaimer of Liability. Member understands and voluntarily accepts any risks associated with Member’s services or any use of the Business Center. Except where prohibited by law, Member agrees that Business Center Operator and OE Franchise, LLC and all of their affiliates and subsidiaries and their respective successors, assignees, officers, directors, owners, employees, agents and representatives will not be liable for any injury, including, without limitation, personal, bodily, or mental injury, economic loss, or any damage resulting from negligence, acts of God, acts of terrorism, and other acts of the Business Center, its employees, officers, representatives, owners, partners, or affiliates. The Member expressly and specifically agrees to waive, and agrees not to make, any claim for damages, direct, indirect, punitive, special or consequential, including, but not limited to, lost business, revenue, profits or data, for any reason whatsoever arising out of or in connection with this agreement, any failure to furnish any service provided hereunder, any error or omission with respect thereto, from failure of any and all courier service to deliver on time or otherwise deliver any items (mail, packages, etc.), or any interruption of services.
34. Other Provisions. Business Center Operator may delay enforcing any of its rights without losing them. Business Center Operator can enforce this MSA against Member’s heirs and legal representatives. Member acknowledges that each Office Evolution business center is independently owned and operated by an individual or entity licensed to do business as “Office Evolution.”
35. Business Center Summary. The Business Center Operator is an independent owner and operator of the Business Center. Any legal notice by the Member to the Business Center shall be given in writing by personal delivery, or certified mail with a return receipt requested, in any case delivered to the applicable entity.
36. Business Center Operator. Decem Corporation dba Office Evolution Clayton and Creve Coeur
1. Business Center Rules. In the event of any inconsistency between the provisions of the Business Center Rules and the Terms and Conditions of the Member Service Agreement (MSA), the Business Center Rules shall control.
2. Conduct in the Center. Member shall use and occupy the Premises for general office purposes only and all clients and visitors shall conduct and present themselves in a professional manner.
3. Noise Awareness. Member agrees to consider others and limit sound when in common areas such as the reception, kitchen, hallways, and bathrooms. Limiting sound includes but is not limited to using a normal tone of voice and professional language, keeping phone rings and notifications at a quiet level, and refraining from cell phone conversations using speakerphone in common areas. Use earphones for personal music, calls, etc. and match volume to those around you or lower it to avoid disruption. Use a phone booth where available for shorter calls; otherwise, book a meeting room for calls over 15 minutes.
4. Children in the Suite. We understand that parents will experience an occasion when they have no choice but to bring their child to work or to an appointment. We ask that the children are supervised, are quiet and do not play around the common areas even when no other members are present. We also ask that the children not approach other members or their work areas. As a reminder, all visitors under the age of 18 should be supervised. Children (yours or your clients’) must remain with you or in your office or the conference room while they’re here.
5. Smoking. Member and members’ employees or clients may only smoke or vape tobacco products in the approved location outside of the building designated by the building owner. Member agrees smoking and vaping is prohibited in the facility and will not permit employees or clients to do to do so. Marijuana products are prohibited anywhere on the premises.
6. Odors. Member will not use, keep or permit to be used or kept any foul or noxious gas or substance in the Premises, or permit or suffer the Premises to be occupied or used in a manner offensive or objectionable to Office Evolution or other occupants of the Building by reason of noise, odors and/or vibrations, or interfere in any way with other Members or those having business therein.
7. Conference Room and Day Office Policy. All conference room and day office reservations have a minimum 24-hour cancellation policy. Failure to cancel any reservation more than 24 hours in advance may result in Member being charged the full price of the reservation.
8. Kitchen Usage. The kitchen is a shared resource meant to be used, enjoyed and respected by members and their guests.
9. Personal Responsibility with Alcohol: Where complimentary alcohol is provided, consumption of alcohol is optional and a personal decision. Member agrees that any alcoholic beverages the Member consumes are their choice and responsibility. Member agrees to drink responsibility and heed suggestions from others and will not drive if intoxicated. Member acknowledges that they alone are responsible for all of their actions resulting from consuming alcohol and Office Evolution is in no way responsible. Office Evolution reserves the right to exclude or expel from any person who, in the judgment of Office Evolution, is intoxicated or under the influence of liquor or drugs, or who will in any manner do any act in violation of these rules and regulations.
10. Mail and Deliveries. For plans including business address services, mail receipt and sorting will be provided by the Business Center on weekdays. Member must comply with any applicable State or Federal laws regarding mail receipt and distribution, including the completion of Mail Form 1583, which gives the Center permission to accept mail on your behalf. Upon termination of services, the terminating member shall make mail forwarding arrangements with applicable companies and must not file a change-of-address form with the U.S. Postal Service.
11. Office Evolution Employees: Firing, hiring, and training employees is time consuming and expensive. Member agrees that during the term of this agreement and within six months afterwards, Member will not offer employment to or hire any person who has been an employee of Office Evolution within six months prior to the time they are hired by Member. If Member violates this provision, Member will be liable to Office Evolution the sum of 50% of the annual compensation (at the rate last paid to employee by Office Evolution) of each employee involved.
12. Business Identification Signage: Office Members are limited to the placard next to their door. Member will not display, inscribe, print, paint, maintain or affix on any place in or about the Building any sign, notice, legend, direction, figure or advertisement, except at the doors of the Premises and on the Building directory, and then only such name(s) and matter, and in such color, size, style, place and materials, as will first have been approved by Office Evolution. The listing of any name other than that of Member, whether at the doors of the Premises, on the Building directory, or otherwise, will not operate to vest any right or interest in this Agreement or in the Premises or be deemed to be the consent of Office Evolution therefore, it being expressly understood that any such listing is a privilege extended by Office Evolution revocable at will by written notice to Member.
13. Release and Waiver of Liability for Accepting Payments from Member’s Clients. Decem Corporation dba Office Evolution Clayton and Office Evolution Creve Coeur LLC may accept payments for a member from its clients under the following conditions:
14. Furniture and Personal Items. Members may bring furniture into the Member’s dedicated space on prior written approval of the Business Center. Furniture may be moved into a member’s office within the Business Center only after 5 pm on weekdays or on the weekend. Member will be responsible for any damage to the building or Business Center from the moving of furniture. Member must remove any furniture brought into dedicated space upon termination of the MSA. A Removal and Disposal Fee (minimum of $100 per item) will be charged at the sole discretion of the Business Center for any of Member’s furniture left in the space. Member may be charged a $50 fee (minimum) for leaving of personal items and personal items left behind will be immediately disposed of by the Business Center.
15. Damage, Alterations and Additions. Members shall not paint or paper the walls, puncture the ceiling, change floor coverings, or in any way alter the office or furnishings without the prior written approval of the Business Center, which may be granted or withheld at the sole discretion of the Business Center. Any modifications or renovations made by Member on approval, or any modifications made by the Business Center at the Member’s request, shall be removed by Member at Member’s expense, and the Office returned to its original condition upon the termination of the MSA. If a Member does not return an office to its original condition or if the office is otherwise damaged by Member, Member may be charged a Restoration Fee in addition to the $200 Cleaning Fee.
16. Lost Keys and Fobs. In the event that you lose an office key, mailbox key or access fob, you must inform us immediately, per section 22 of the MSA. These may be replaced for a $50 fee for each lost fob or key. Any keys or fobs not returned at the end of membership will result in a $50 charge per item.
17. Cameras. For the benefit of all members, the Business Center has installed security cameras in the lobby near the doors off the elevator. It is the Member’s responsibility to inform his/her guests of the ongoing recording by the security cameras.
18. Parking. Access to the parking in the Bemiston Tower garage is provided to the extent available. Each dedicated office member may purchase parking access from the Clayton Business Center for the building parking garage. A $95 monthly fee plus $15 setup fee will be billed on the Member’s invoice. Members may also choose to validate parking for their guests. These charges will also be reflected on monthly invoices. The Business Center has the right to rescind any parking access with 30 days advance notice to Member. Members shall be responsible for any replacement fees for lost parking tags or fobs.
19. Building Rules and Amenities. Members shall abide by all Building Rules of Bemiston Tower in the building, interior and exterior common areas and parking. Building rules are available upon request. Access to building amenities is not guaranteed at all times and are subject to change. Clayton Bemiston Tower building hours are 7am to 7pm Monday through Friday, and Creve Coeur Bellerive Corporate Center II is open 5:30 am – 7 pm Monday through Friday and Saturday 6:45 am – 1 pm Saturday. Exercise facility access is provided only to those with a plan that provides an access fob and who have signed a Bemiston Tower Exercise Facility waiver. Be advised that although Members have 24/7 access to the Business Center, the Building Rules and Business Center Rules still apply after hours.
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