CO-WORKING SERVICES AGREEMENT

 

THIS CO-WORKER SERVICES AGREEMENT (“Agreement”) is effective as of the Join Date (the “Effective Date”), and is by and between BARONESS, LLC, a North Carolina limited liability company (“Company”), and the individual purchasing the services (“Client”): 

​

 

BACKGROUND STATEMENT

​

Company offers certain business and administrative services to Clients who wish to conduct personal or business activities at Company’s office, located at 6865 Fairview Road, Suite D, Charlotte, North Carolina (the “Office”).  

Client wishes to avail itself of the services offered by Company at the Office, pursuant to and on the terms provided herein.

​

AGREEMENT

​

In consideration of the mutual covenants and promises made in this Agreement, Company’s agreement to employ Client, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 

1. Term.   The term of this Agreement will commence upon the effective date hereof and shall continue for the period identified within the Product description, hereafter (the “Term”), and will renew automatically for additional terms of the same period thereafter until cancelled. A one-month term for purposes of this Agreement and the Product description shall begin on the Join Date and continue until the day immediately prior to the same day of the succeeding calendar month. For example, if the Join Date is March 14, then the one-month period shall consist of March 14-April 13. 

           Cancellation. All-Access memberships must be cancelled at least 24 hours in advance of the renewal date in order to prevent being charged for the next month. Private office membership holders must provide a 2-week cancellation notice.

2. Fees.  As consideration for Company’s services, Client agrees to pay to Company a monthly sum equal to the amount identified in Client’s purchased Product (the “Fees”). All Fees are paid monthly, in advance, on the first day of the monthly period to which such Fees relate. Any Fees not paid to Company within five (5) business days of when such Fees are due shall be considered late, and shall cause Client to owe to Company a late fee equal to 5% of the monthly Fee stated above. In addition to the amounts set forth above, Client shall provide a payment upon execution of this Agreement equal to one month of Fees (as set forth above) to secure Client’s performance under this Agreement. Company may, upon any Client breach of this Agreement, use such funds to cure the breach, and Client hereby covenants to replenish such amount to Company upon Company’s demand. If, at the end of the Term, Client has complied with all terms and provisions hereof, then such funds will be returned by Company to Client within thirty (30) days following the end of the Term of this Agreement.

​

1. Services.  During the Term, the services offered by Company shall be the provision of certain business utilities and equipment at the Office, including, but not limited to, internet connection, processes for the use of conference rooms, video conferencing technologies, copy, xerox and fax machine capabilities, desks and related equipment, janitorial and related services within the Office, and other similar items. 

2. Client Covenants.  During the Term of this Agreement, Client hereby covenants to Company each of the following:

   1. Client will not share Client’s passcode to enter the Office and use the contents therein to any third-party without Company’s prior written consent;

   2. Client and any of its invitees will, at all times, conduct themselves in a respectful and business-like manner, and will not interfere with any third-party’s use of the Office;

   3. Client will ensure that Client cleans any portion of the Office used by Client or its invitees following each use, including the removal of any trash or other debris and any food or other consumable items, and the removal of any property or equipment brought by Client to the Office.

   4. Client will only use those items offered by Company within the Office or which Client brings to the Office, and will not use or otherwise handle any items or property brought by any of Company’s other clients without such client’s permission.

   5. Client will not remove from the Office any property owned by Company or any third-party without the owner’s prior written consent.

   6. Client will immediately notify Company if Client discovers that any equipment, utilities, or other property offered by Company within the Office cease to work or function as intended.

   7. Client and each of its invitees will comply at all times with Company’s Policies and Procedures governing the use of the Office.

   8. Client and any of its invitees shall only use the services and the Office for lawful purposes.

   9. Client shall be responsible for repairing any damage caused by Client or any of its invitees to the Office or any equipment or materials provided within the Office, except for damage caused by ordinary use, wear and tear.

   10. The sharing of booking credits included in monthly memberships with other members is strictly prohibited.

   11. Members must accompany any and all guests who visit the space. Door access code sharing with members and non-members is strictly prohibited. Violations can result in termination of membership.

   12. Hours of operation must be adhered to. Visits to the space outside of normal business hours can result in termination of membership.

   13. Members must purchase guest passes for any and all guests who accompany them to the space. Failure to do so can result in termination of membership. Furthermore, Millennial House reserves the right to charge Member's payment method on file for any guests accompanying said Member without a guest pass.

3. Policies and Procedures.  Company may adopt and amend various Policies and Procedures relating to the use by clients of the Office and the services. Any change, amendment, or addition to the Policies and Procedures shall be effective upon Company notifying Client of such change, amendment, or addition at the email notice address identified below. 

4. Client Default. If Client breaches any term of this Agreement, and, if the breach is of a nature that may be cured, such breach is not cured within twenty (20) days of Company’s notice to Client of such breach (except for a breach of any monetary obligation of Client contained herein, which must be cured within five (5) days of such breach), then Client shall be in default of this Agreement. Upon Client’s default, Company may, in its discretion, undertake any one or more of the following rights: (i) immediately terminate this Agreement and revoke Client’s access to the services and the Office, (ii) apply any Client funds held under Section 2 above to any damages owed to Company, and (iii) pursue any and all monetary damages owed to Company. Company’s application of any of the foregoing shall not restrict or limit Company’s rights to pursue any and all legal remedies that may be available to Company, all of which are hereby expressly preserved by Company.

5. No Rights to Property.  Client hereby expressly acknowledges, confirms, and agrees that this Agreement does not create or grant to Client any right to use or possess any interest in real estate. This Agreement does not grant a leasehold interest in any real property. Client’s rights hereunder are those of a licensee, and the legal relationship between Company and Client shall be that of licensor and licensee.

6. Indemnification. Client shall protect, defend, indemnify, and hold harmless Company, and each of its officers and employees from and against any and all claims, demands, actions, damages, liabilities, costs and expenses, including, without limitation attorneys’ fees, incurred by the Company or any of its officers or employees as a result of or based upon (i) the negligence of Client (or any of Client’s invitees), and (ii) Client’s default, breach, or non-performance of any of Client’s obligations or covenants under this Agreement.

7. Miscellaneous Provisions.  

   1. Oral Modification Not Binding. Except as otherwise provided in this Agreement, this Agreement constitutes the entire agreement between Company and Client pertaining to the subject matter hereof and supersedes all prior agreements and understandings between the parties and may not be changed or terminated orally.  No change or attempted waiver of the provisions of this Agreement will be binding unless it is in writing and signed by the parties.  No representation or inducement by either party, oral or otherwise, not expressly set forth in this Agreement will be of any force or effect.  

   2. Compliance.  Company’s failure to require strict compliance with the terms and conditions of this Agreement will not be deemed a waiver of such terms and conditions.

   3. Governing Law.  This Agreement is to be governed and interpreted under the laws of North Carolina, regardless of the citizenship of Client or the location of Client’s residence or place of business.  Venue for any dispute arising under this Agreement will be in state or federal court in Mecklenburg County, North Carolina.  Client hereby irrevocably consents to such jurisdiction and to venue in state or federal court of Mecklenburg County, North Carolina for any dispute pertaining to this Agreement, and Client forever waives any objection or right to object to jurisdiction and venue therein and will not assert any defense based on lack of jurisdiction or venue or forum non conveniens.  Client expressly acknowledges and agrees that this Agreement has been entered into in North Carolina and is to be interpreted and governed in accordance with this Section.  

   4. Notices.  Any notice required or permitted to be given under this Agreement will be sufficient if given via email at the address set forth on the signature page hereto.  

   5. Administration.  Each party covenants and agrees that, both during and after the term of this Agreement, at the reasonable request of any other party and without further consideration, such party will provide information and data and execute and deliver such other documents or take such other actions as reasonably may be required to carry out this Agreement in all respects.  Without limiting the foregoing, Client agrees that upon Company’s reasonable request following the termination of this Agreement, Client will use reasonable efforts to assist and cooperate with Company in connection with the defense or prosecution of any claim that may be made against or by Company, any subsidiary or any affiliate, or in connection with any ongoing or future investigation or dispute or claim of any kind involving Company, any subsidiary or any affiliate, including any proceeding before any arbitral, administrative, regulatory, self-regulatory, judicial, legislative, or other body or agency. Client will be entitled only to reimbursement for reasonable out-of-pocket expenses (including travel expenses) incurred in connection with providing such assistance.

   6. Successors and Assignment.  This Agreement, including the documents and instruments referred to herein, shall inure to the benefit of and be binding upon and enforceable against the heirs, legal representatives, successors, and assigns of the parties hereto.  Client may not assign any of its rights or duties under this Agreement without Company’s prior written consent.  Company may, at its sole discretion, sell or otherwise assign any rights, obligations or benefits it has under this Agreement.  

   7. Headings: Gender: Number.  The headings in this Agreement are inserted for convenience and identification only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any of its provisions.  For purposes of this Agreement, when the context so requires, the masculine, feminine and neuter genders may be used interchangeably and the singular may include the plural and vice versa.  

   8. Costs of Enforcement.  Client will pay all costs and expenses, including reasonable attorneys’ fees, incurred by Company in enforcing or defending the provisions of this Agreement or in recovering any claims or damages arising from breach of this Agreement by Client, if Company is successful in its action as the prevailing party.  

   9. Severability.  If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by such provision or its severance herefrom, and (d) in lieu of such provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such provision as may be possible.

   10. Counterparts.  This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become a binding agreement when signed by each party and delivered to the other party.