Policies

(2) The Benefits of Office & Suites Membership

(a) Services

Subject to the terms and conditions of this agreement, including the Standard Policies & Procedures, incorporated herein by reference, and available on WORKBAR’s website at this address, as well as any attachments, exhibits, and addendums (collectively, the “Agreement”) and any other policies we make available to you from time to time, during the Term (defined below), WORKBAR will use commercially reasonable efforts to provide you (and your Members, as applicable) the services described below. These services are referred to in this Agreement as the “Services.”

• Non-exclusive access to the Office Space. Members from other Member Companies will not be allowed access to your assigned Office Space.
• Furnishings for the Office Space of the quality and in the quantity typically provided to other WORKBAR Member Companies with similar office space, workstations, and/or other workspace, as applicable, in the Premises.
• Business Legal Address/Mail Services: 
  • For Office & Suite Memberships: Office and Suite memberships include the option to use your WORKBAR home location’s address as your business legal address and mailing address. If you choose to use mailing and/or business legal address services, WORKBAR must have a completed USPS 1583 form and 2 valid forms of identification on file. WORKBAR will not accept mail on behalf of any company or individual that does not submit a valid 1583 form and corresponding identification. If mail is received for an individual or Company that does not have mail services or has not submitted the proper forms and identification will be returned to the sender. Members may not list WORKBAR as their legal business address unless a 1583 and valid forms of identification have been submitted. You may not list WORKBAR as your Registered Agent for legal or tax purposes.
  • For Coworking Memberships: Dedicated Desk and Virtual Office memberships include the option to use your WORKBAR home location’s address as your business legal address and mailing address. Other Coworking memberships do not include, but may add on Mail Services for the then-going rate. If you choose to use mailing and/or business legal address services, WORKBAR must have a completed USPS 1583 form and 2 valid forms of identification on file. WORKBAR will not accept mail on behalf of any company or individual that does not submit a valid 1583 form and corresponding identification, or that does not have a membership or add-on that includes mail services.  If mail is received for an individual or Company that does not have mail services or has not submitted the proper forms and identification will be returned to the sender. Members may not list WORKBAR as their legal business address unless a 1583 and valid forms of identification have been submitted. You may not list WORKBAR as your Registered Agent for legal or tax purposes.

(b) Business hours/days

WORKBAR’s “Regular Business Hours” are generally from 9:00 a.m. to 5:00 p.m. on Regular Business Days in the time zone where the applicable Office Space is located. “Regular Business Days” are all weekdays, except local bank/government holidays and up to three other days of which we will inform you. Certain memberships have 24/7 access to the Office Space.

(c) Our reserved rights

We are entitled to access your Office Space, with or without notice, in connection with our provision of the Services, for safety or emergency purposes or for any other business purpose, upon reasonable notice, to the extent possible. We may temporarily move furniture contained in your Office Space. We reserve the right to alter your Office Space, provided that we will not do so in a manner that substantially 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 Space at any time. The Services may be provided by us, an affiliate or a third party.

(d) Office space not timely available

If we are unable to make the Office Space available by the Start Date for any reason, including due to (i) changes in construction plans, delays in obtaining permits, or any other obstacles in procuring space in any Premises, or (ii) delays caused by you or by changes requested by you, we will not be subject to any liability related to such inability, nor will such failure affect the validity of this Agreement. In this event, except as set forth in this Agreement, you will not be obliged to make payments of the Membership Fee until the Office Space is made available to you.

(3) Membership Fees; Payments

(a) Payments due upon signing

For Office & Suite Memberships:

Upon submitting a signed and completed Agreement, you will be obligated to deliver to us, in the amount(s) set forth on your Membership Details form, (i) a service retainer (“Service Retainer”) and (ii) the first paid month’s fee. The Service Retainer will be held as a retainer for performance of all your obligations under this Agreement and is not intended to be a reserve from which fees may be paid. In the event you owe us other fees, you may not rely on deducting them from the Service Retainer, but must pay them separately. Subject to the complete satisfaction of your obligations under this Agreement, we will return the Service Retainer, or any balance after deducting outstanding fees and other costs due to us, to you, upon request, by ACH or check within thirty (30) days (or earlier if required by applicable 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 such payment.  The first paid month’s fee, due at signing, will be applied to the 1st month that a payment is due at the billing cycle described in the following term, 3(b). For example, if the Start Date of an agreement is April 1st and 1 month free applies, the first paid month’s fee would be applied to May.

For Coworking Memberships:

Upon submitting a signed and completed Agreement, You will be obligated to deliver to us, in the amount(s) set forth on Your Membership Details form, (i) the first month’s Membership Fee ; and (ii) the LMM (i.e., for a total amount due upon signing equal to twice the monthly Membership Fee). The LMM will be held as a retainer for performance of all Your obligations under this Agreement and is not intended to be a reserve from which fees may be paid. In the event You owe us other fees, You may not rely on deducting them from the LMM, but must pay them separately.

(b) Membership fee

During the Term (defined below) of this Agreement, we will process payment for your Membership Fee and other then-outstanding fees monthly, typically on or about the 1st of the month for which the fees are due. You shall be responsible for having the necessary funds available in your payment account as of the 1st day of the month for which the payment is responsible. For example, these aforementioned fees for April must be available in your payment account on April 1st. The Membership Fee set forth on the Membership Details form covers the Services for only the number of Members indicated in the Membership Details form. Additional Members will result in additional fees.

For Office & Suite Memberships:

On each anniversary of the Start Date, the Membership Fee will automatically increase to the greater of (a) four percent (4%) over the previous year’s Membership Fee or (b) the prevailing market rate, as determined by Provider. In the event the Renewal Term is less than a year, such increase will be made on a pro rata basis for the Renewal Term.

For Coworking Memberships:

From time to time, we may increase our pricing, including, but not limited to, Your monthly Membership Fee. We will provide You with at least two (2) full calendar months’ notice of any such increase. Continued use of the Services for more than one (1) full calendar month following our notification to You of a price increase will constitute Your acceptance of the new pricing. If You decide not to accept the new pricing, You must terminate this Agreement by sending the Exit Email described below in section 3(b). This will ensure timely termination of Your Membership Agreement before any price increase takes effect.  Failure to timely send the Exit Email will result in additional fees, including any price increase.

(c) Invoices; financial information

WORKBAR will send or otherwise provide invoices and other billing-related documents, information and notices to the Primary Member upon request. Change of the Billing Contact will require notice from the Authorized Signatory in accordance with this Agreement.

(d) Overage fees

Each month, you will receive a certain number of coins for meeting room use, copies, printouts and other products and services we may offer from time to time, as specified on the Membership Details form. These allowances may not be rolled over from month to month. If these allocated amounts are exceeded, you will be responsible for paying fees for such overages. All overage fees are subject to increase from time to time.

(e) Late fees

If payment for the Membership Fee or any other accrued and outstanding fee is not made by the tenth (10th) of the month in which such payment is due, you will be responsible for paying the then-current late charge.  The late charge is equal to $50 plus 5% of the total amount due.

(f) Restoration fee

For Office & Suite Memberships:

When this agreement ends the Member is to vacate the accommodation(s) immediately, leaving the accommodation(s) in the same condition as it was when the Member took it. Upon the Member’s departure or if the Member, at its option, chooses to relocate to different rooms within the location, the Provider will charge an Office Restoration Service fee to cover normal cleaning and testing and to return the accommodation(s) to its original state. This fee is $3.50 per square foot of the office. The Provider reserves the right to charge additional reasonable fees for any repairs needed above and beyond normal wear and tear.

(g) Form of payment

For Office & Suite Memberships:

We accept payment of all amounts specified in this Agreement by a variety of payment methods, including, but not limited to, direct withdrawal from your bank account (ACH), credit card, wire transfer, ERP, or e-check. If you elect to pay via ACH direct withdrawal, you are required to maintain sufficient funds in your bank account to pay the fees described in this Agreement and to inform us promptly of any changes to the account. If you elect to pay via credit card, you are required to inform us promptly of any changes to your credit card information and must ensure that you replace such credit card and update the relevant information prior to its expiration date. If payment via credit card fails on two occasions, we may require you to make payments via direct withdrawal. To the extent payment is made by any method other than ACH, an additional fee equal to 3% of the total payment amount will be added to the balance due.

For Coworking Memberships:

We accept payment of all amounts specified in this Agreement by direct withdrawal from Your bank account (ACH) or credit card only. If You elect to pay via ACH direct withdrawal, You are required to maintain sufficient funds in Your bank account to pay the fees described in this Agreement and to inform us promptly of any changes to the account. If You elect to pay via credit card, You are required to inform us promptly of any changes to Your credit card information and must ensure that You replace such credit card and update the relevant information prior to its expiration date. If payment via credit card fails on two occasions, we may require You to make payments via direct withdrawal.

(h) Outstanding fees

When we receive funds from you, we will first apply funds to any balances which are in arrears and to the earliest month due first. Once past balances are satisfied, any remaining portion of the funds will be applied to current fees due. If any payments remain outstanding after we provide notice to you, we may withhold Services or terminate this Agreement in accordance with section 4(c).

(i) No refunds

Except as provided in section 4(d) of this Agreement, there are no refunds of any fees or other amounts paid by you or your Members in connection with the Services.

(j) Office Flex Pass

For Office & Suite Memberships:

The membership count under the Agreement can be reduced with one month’s notice.  The change will take effect at the end of the month following the month in which you sent the notice request.  However, it cannot drop below the office or suite's capacity. For each member exceeding the agreed baseline, the cost is $199 per member monthly.

(4) Term & Termination

(a) Term

For Office & Suite Memberships:

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 and first month’s Membership Fee has cleared or (ii) the Start Date. If the Start Date is a Regular Business Day, you will be entitled to move into the Office Space after 11 a.m. EST on the Start Date. If the Start Date is not a Regular Business Day, you will be entitled to move into the Office Space after 11 a.m EST on the first Regular Business Day after the Start Date. The initial term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any express provision of this Agreement, shall continue for the duration specified on the Membership Details form (“Initial Term”).

Unless otherwise set forth on the Membership Details form, this Agreement shall auto-renew for successive terms equivalent to the duration of the Initial Term (each a “Renewal Term”) at the end of the Initial Term or at the end of a Renewal Term. For example, if the Initial Term is 12 months, the automatic Renewal Term(s) will be 12 months. The Initial Term and all subsequent Renewal Terms shall constitute the “Term.” If no Initial Term is indicated on your Membership Details form, the default Initial Term shall commence on the Start Date and end one (1) month after the Start Date. This Agreement will continue until terminated in accordance with this Agreement.

Termination by You. There is no early termination of office and suite agreement. Except as set forth in this section, you may opt out of any auto-renewal by sending us the Exit Email (defined in section 1) on or before the date specified below (“Notice Date”). The Notice Date is determined by reference to the “End Date” of the then-current term, as indicated on the Membership Details form.

Notice Date for Office Agreements:

• For Office agreements with a then-current term of 1-2.99 months, the Notice Date shall be one (1) full calendar month prior to the End Date of the then-current term. 
• For Office agreements with a then-current term of 3-5.99 months, the Notice Date shall be two (2) full calendar months prior to the End Date of the then-current term.
• For Office agreements with a then-current term of 6+ months, the Notice Date shall be three (3) full calendar months prior to the End Date of the then-current term.

Notice Date for Suite Agreements:

• For all Enterprise Suite agreements, the Notice Date shall be four (4) full calendar months prior to the End Date of the then-current term.

If you send an Exit Email to WORKBAR on or before the Notice Date, the termination will become effective on the End Date of the then-current term. Please note that this Agreement is not terminable prior to the End Date of the Initial Term or any subsequent Renewal Term. Accordingly, if you fail to send an Exit Email to WORKBAR on or before the Notice Date, you will remain obligated to make timely payment of all fees described in this Agreement for the entirety of the subsequent Renewal Term.

For avoidance of doubt, if your then-current term (either Initial or Renewal) is 12 months and the End Date is April 30th, you would need to send the Exit Email to WORKBAR on or before January 31st for termination to become effective on April 30th. Otherwise, you would be obligated under this Agreement for the entirety of the subsequent 12-month Renewal Term. The Exit Email must: (i) be sent from the Authorized Signatory to your WORKBAR location’s email; (ii) confirm your intention to terminate this Agreement; and (iii) describe why you intend to terminate this Agreement. Upon termination, you will not be entitled to pro ration with respect to the last month’s Membership Fee. For instance, if termination is to become effective on April 30th and you vacate your Office Space on April 15th, you will still owe WORKBAR the full Membership Fee for the month of April.

Service Retainer. After termination or expiration of this Agreement and upon request, we will return any balance of your Service Retainer to you in accordance with section 3(a)of this Agreement up to six (6) months after the date of the termination of your Term.

For Coworking Memberships:

Unless a term length is indicated on the member detail form, this Agreement operates on a month-to-month basis and will become effective when signed by You or Your Authorized Signatory (“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 LMM and first month’s Membership Fee has cleared or (ii) the Start Date.

Termination by You. Except as set forth in this section, You may terminate this Agreement at any time by sending us the Exit Email (defined in section 1). Your termination becomes effective at the end of the month following the month in which You send the Exit Email. For example, if You send the Exit E-mail in January, Your Membership will end on the last day of February. Upon receipt of Your Exit Email, WORKBAR will apply the LMM to Your Member account in satisfaction of your last month’s Membership fee.   Upon termination, You will not be entitled to pro ration with respect to Your LMM.

For All Agreements:

Payment Requirement for Access to Workspace and Services. Access to office space, coworking facilities, or any related services will not be granted under any circumstances until payment in full has been received. This includes the service retainer and the first month’s fees. If payment is being made by electronic transfer, funds must be received in Workbar’s bank account before access is provided. All payments must be confirmed prior to the commencement of access or use of any facilities or services.

Removal of Property Upon Termination. Prior to the termination or expiration of this Agreement, you will remove all of your, your Members’, and your or their guests’ property from the Office Space and Premises. After providing you with reasonable notice, we will be entitled to dispose of any property remaining in or on the Office Space or Premises after the termination or expiration of this Agreement and will not have 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 for paying any fees reasonably incurred by us regarding such removal. Following the termination or expiration of this Agreement, we will not forward or hold mail or other packages delivered to us.

Termination or Suspension After the Start Date by Us. We may withhold Services or immediately terminate this Agreement: (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; or (iv) if you or any of your Members fail to comply with the terms and conditions of this Agreement or any other policies, procedures, or instructions provided by us. You will remain liable for past due amounts, and we will exercise our rights to collect due payment, despite termination or expiration of this Agreement.

(5) Additional Agreements

(a) Waiver of claims

To the extent permitted by law, you, on your own behalf and on behalf of your Members, employees, agents, guests and invitees, waive any and all claims and rights against us and our landlord at the Main Premises and our or its affiliates, parents, and successors and each of our and their employees, assignees, officers, agents and directors (collectively, the “WORKBAR Parties”) resulting from injury or damage to, or destruction, theft, or loss of, any property, person or pet.

(b) Limitation of liability

The aggregate monetary liability of any of the WORKBAR Parties to you or your Members, employees, agents, guests or invitees for any reason and for all causes of action, will not exceed the total Membership Fees paid by you to us under this Agreement in the twelve (12) months prior to the claim arising. None of the WORKBAR Parties will be liable under any cause of action, for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption. You acknowledge and agree that you may not commence any action or proceeding against any of the WORKBAR Parties, whether, in contract, tort, or otherwise, unless the action, suit, or proceeding is commenced within one (1) year of the cause of action’s accrued.

(c) Indemnification

You will indemnify the WORKBAR Parties from and against any and all claims, liabilities, and expenses including reasonable attorneys’ fees, resulting from any breach of this Agreement by you or your Members or your or their guests, invitees, or pets or any of your or their actions or omissions. You are responsible for the actions of and all damages caused by all persons and pets that you, your Members or your or their guests invite to enter any of the Premises. You shall not make any settlement that requires a materially adverse act or admission by us or imposes any obligation upon any of the WORKBAR Parties without our written consent. None of the WORKBAR Parties shall be liable for any settlement made without its prior written consent.

(d) Insurance

You are responsible for maintaining, at your own expense, personal property insurance and commercial general liability insurance covering you and your Members for property loss and damage, injury to your Members and your Members’ guests or pets 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. You waive any rights of subrogation you may have against WORKBAR and the landlord of the applicable premises. You shall provide proof of insurance upon our request.

(e) Other members

We do not control and are not responsible for the actions of other Member Companies, Members, or any other third parties. If a dispute arises between Member Companies, members or their invitees or guests, we shall have no responsibility or obligation to participate, mediate or indemnify any party.

(6) Governing Law, And Class Action Waiver

(a) Governing law

This Agreement and the transactions contemplated hereby shall be governed by and construed under the law of the State or Commonwealth in which the Premises is located without regard to conflicts of laws provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods or such State’s or Commonwealth’s or any other implementation of the Uniform Computer Information Transactions Act.

(b) 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 we will seek to have any dispute heard as a class action or in any 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. You and we also agree not to participate in claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person’s account, if we are a party to the proceeding. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.

(7) Miscellaneous

(a) Nature of agreement; relationship of the parties

Your agreement with us is the commercial equivalent of an agreement for accommodation in a hotel. The whole of the Office Space remains our property and in our possession and control. We are giving you the right to share 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 our relationship is not that of landlord-tenant or lessor-lessee and this Agreement in no way shall be construed as to grant you or any Member any title, easement, lien, possession or related rights in our business, the Premises, the Office Space or anything contained in or on the Premises or Office Space. This Agreement creates no tenancy interest, leasehold estate, or other real property interest. The parties hereto shall each be independent contractors in the performance of their obligations under this Agreement, and this Agreement shall not be deemed to create a fiduciary or agency relationship, or partnership or joint venture, for any purpose. Neither party will in any way misrepresent our relationship.

(b) Updates to the agreement

Changes to membership and overage fees, will be governed by sections 3(b) and 3(d) of this Agreement, respectively. With respect to other sections of this Agreement and the Standard Policies & Procedures, we may from time to time update this Agreement and will provide notice to you of these updates. You will be deemed to have accepted the new terms of the Agreement following the completion of one (1) full calendar month after the date of notice of the update(s). Continued use of the Office Space or Services beyond 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 rights or 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 of the Premises and to any supplemental documentation and to any other agreements to which our lease with such landlord is subject to or subordinate.

(e) Extraordinary events

WORKBAR will not be liable for, and will not be considered in default or breach of this Agreement on account of, any delay or failure to perform as required by this Agreement (with the exception of any obligations on your part to pay any sum of money due to us under this Agreement) as a result of any causes or conditions that are beyond WORKBAR’s reasonable control, including without limitation any delays or changes in construction of, or WORKBAR’s ability to procure any space in, any Premises.

(f) Severable provisions

Each provision of this Agreement shall be considered separable. To the extent that any provision of this Agreement is prohibited, this Agreement shall be considered amended to the smallest degree possible in order to make the Agreement effective under applicable law.

(g) Survival

Sections 1, 2(c), 3 (to the extent any payments remain outstanding), 4(c), 4(e), 5(a) through 5(e), 6, and 7 and all other provisions of this Agreement, including the Standard Policies & Procedures, reasonably expected 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 effective on the first business day after being sent. All notices will be sent via email to the email addresses specified on the Membership Details form, except as otherwise provided in this Agreement. WORKBAR may send notices to either (or both) the Primary Member or the Authorized Signatory, as WORKBAR determines in its reasonable discretion. Notices related to the physical Office Space, Premises, Members, other Member Companies or other issues in the Premises should be sent by the Primary Member.  Notices related to this Agreement or the business relationship between you and WORKBAR should be sent by your Authorized Signatory. In the event that we receive multiple notices from different individuals within your company containing inconsistent instructions, the Authorized Signatory’s notice will control unless we decide otherwise in our reasonable discretion.

(i) Headings; interpretation

The headings in this Agreement are for convenience only and are not to be used to interpret or construe any provision of the Agreement. Any use of “including,” “for example” or “such as” in this Agreement shall be read as being followed by “without limitation” where appropriate.

(j) No assignment

You may not 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 without your consent.

(k) OFAC

You hereby represent and warrant that (i) neither you nor any of your Members are or will be, at any time during the Term, an entity or individual listed on the Specially Designed Nationals and Blocked Persons List published by the U.S. Department of Treasury, as updated from time to time and (ii) neither you nor any of your Members will, at any time during the Term, engage in any activity under this Agreement, including the use of Services provided by WORKBAR in connection with this Agreement, that violates applicable U.S. economic sanctions laws or causes WORKBAR to be in violation of such U.S. economic sanctions laws.

(l) Entire agreement

This Agreement, including the Membership Details form and the Standard Policies & Procedures (available on WORKBAR’s website), constitute the entire agreement between the parties relating to the subject matter hereof and shall not be changed in any manner except by a writing executed by both parties or as otherwise permitted herein. All prior agreements and understandings between the parties regarding the matters described herein have merged into this Agreement.