Terms & Conditions

Effective February 15, 2021 

General Terms & Conditions 

1. Service Restrictions and Conditions. Member will not offer to any party in the Center or the Building any of  the services that are offered under the Intelligent Office brand to its members now or in the future except as  agreed in writing by IO. For purposes of this Agreement, the term “IO” means the Intelligent Office franchisee  and/or its business entity identified in the Member Agreement. Member will use only telecommunications systems  and Services as provided by IO, and not from any other sources or providers. 

Member acknowledges that due to the imperfect nature of verbal, written and electronic communications, IO shall  not be responsible for damages, direct or consequential, which may result from the failure of IO to furnish any  service, including, but not limited to, the service of conveying messages, communications and other utility or  services required under this Agreement or agreed to by IO. 

Member expressly agrees to waive, and agrees not to make any claim for damages, direct or consequential, arising  out of any failure to furnish any utility, service or facility, any error or omission with respect thereto, or any delay  or interruption of the same. 

Member acknowledges that IO will comply with U.S. Postal Service’s rules and regulations regarding Member mail  and, upon termination of this Agreement, it will be Member’s responsibility to notify all parties of termination of  the use of the above-described address. 

2. Termination. IO may immediately suspend Services or immediately terminate this Agreement in the following  circumstances: 

• i.Breach of this Agreement by Member or any person affiliated with Member (i.e., a person who uses the  Center under Member’s membership);
• ii.Upon termination, expiration or any loss of IO’s rights in the Center;
• iii.If there remain fees past due but unpaid after notice to Member and an opportunity to cure the late  payment, which cure period need not be more than 10 days;
• iv.If Member or anyone affiliated with Member fails to comply with the rules and regulations of the Building,  and the Policy and Standards documents, or any other policies or instruction provided by IO or  applicable to Member;
• v.At any other time, in IO’s sole and unfettered discretion, IO determines it is appropriate to do so on not  less than 24 hours’ notice. 

In the event of termination of this Agreement pursuant to the above, Member will remain liable for past due  amounts, and IO may exercise its rights to collect past due or future payments (through the end of the then current Term), despite termination or expiration of this Agreement. Upon such termination or expiration of this  Agreement, a Member or affiliate of a Member will no longer receive the Services and is no longer authorized to  access the Center or any other center upon the earlier of the termination or expiration of this Agreement;  Member’s removal of such affiliated person from access under Member’s membership, or IO’s notice to Member  that such affiliated person’s access has been suspended or terminated pursuant to this Agreement. IO may  withhold or terminate Services of persons affiliated with Member for any of the foregoing reasons, and in such  circumstances, this Agreement will continue in full force and effect for Member except for the exclusion of the  relevant person. 

3. Termination of Mail Services. If Member discontinues any mailing address related service, Member agrees to  remove the Center’s address from its public records described in the terms and conditions, documentation  (including its incorporation and constating documents in the case of Business Identity Live services), websites and  any other public place the address may have been used by Member, as applicable. If Member fails to remove the  Center’s address from incorporation and constating documents, websites or other public places within 30 days of  termination or expiration, then Member will be obligated to pay IO $100 per month for each month the address  services continue to be used beyond contract termination or expiration date.

• i.U.S. Postal Service. IO and its members must comply with all applicable U.S. Postal Service laws and  regulations concerning the delivery and receipt of mail.
• ii.For members that purchase Facilities Only or Mail Only services, member must, upon request, complete  and sign any IO or S. Postal Service authorization form or documentation required to forward mail  and packages at the Center. IO may disclose the Membership Agreement to the U.S. Postal Service,  law enforcement and other governmental agencies, as well as others to whom it is lawfully required  to do so.
• iii.The delivery address for all mail sent to Member at the Center must be presented as follows: a. Line 1 – Member’s name or other identification; 

1. Line 2 – Street number; and 
2. Line 3 – City, state and zip codeU.S. 

Postal Service may return improperly addressed mail to the sender. 

iv.After the expiration of the Term or termination of the Membership Agreement, IO will return to the  sender all mail addressed to the Company that is received by the Center. At the expiration of the  Term or termination of the Membership Agreement, Member must notify all relevant parties of its  new address. An exit package option is available from IO for up to 90 days to allow a smooth  transition of mail services after expiration of Term or termination of the Membership Agreement. 

4. Notice of Renewal/Termination. For term-based memberships, Member must provide written notice of  Member’s intent not to renew at least 90 days prior to the expiration of the then-current Term for Dedicated  Office or co-working services and 60 days’ prior written notice to the expiration of the then-current Term for other services. All Recurring Monthly Services will be subject to the pricing adjustment set forth on the Summary  Information page of this Agreement. Notwithstanding the foregoing, for those members on a month-to-month  Term, Member must provide written notice of Member’s intent not to renew at least 30 days prior to the  expiration of the then-current Term. Recurring fees for month-to-month terms are subject to pricing adjustments  on 30 days’ notice. 
5. Payments and Escalations. Member’s invoice for Services will be sent by the 1st of the month and Member  agrees to pay the amounts contained therein, including the Recurring Monthly Fee and all applicable sales, use,  excise and value added tax thereon (including GST/HST). If the 1st falls on a weekend, Member will receive its  invoice on the preceding Friday. All payments are due by the 10th of the month. Monthly invoices/statements  

include recurring charges billed in advance and variable expenses for the month prior. Mailed billings are subject  to an additional fee. Overdue payments are subject to a per month late fee and interest. Returned checks and  declined EFT’s are subject to a return fee of not less than $25.00 per returned check/declined EFT. Overdue  payment fees and Returned check/declined EFT fees are cumulative. Member must immediately inform IO of any  changes to its contact information. A $3.00 per month charge will be added for mailed billings. Overdue  payments shall be subject to a five percent (5%) late fee and a two percent (2%) per month finance charge  beginning 30 days from the payment due date. 

If the term shall not commence on the first day of a month or end on the last day of a month, fees for any such  month shall be prorated. All amounts payable hereunder shall be payable at the office of IO identified in this  Agreement or to such other location or to any agent designated in writing by IO. The parties agree that such late  charges are fair and reasonable compensation for costs incurred by IO where there is default in any payment due  under this Agreement. Multi-year licenses are subject to annual increases equal to the greater of the CPI  (Consumer Price Index) increase for the state where the Center is located, but in no event will be less than five  percent (5%) annually. Month-to-month licenses are subject to annual increases equal to the greater of the CPI  increase for the state where the Center is located, but will in no event be less than five percent (5%) annually and  will be applied to the standard rental rate before the month-to-month premium is added. Fees may be increased  in an amount above the minimums described above upon 30 days’ notice before the end of the then-current Term. 

6. Refundable Retainer. Upon the execution of this Agreement, Member shall pay IO or its agent the Refundable  Retainer. The Refundable Retainer need not be kept separate and apart, and no interest shall be paid thereon. In  addition to the Refundable Retainer, Member will, upon execution hereof, pay to IO the Monthly Fixed Fee for  Base Services plus the Monthly Fixed Fee for Member Services for the full month. 

Member agrees that the Refundable Retainer shall not be used by Member as payment for any fees due for the last  month of the Term. In the event Member defaults in the performance of any of the terms hereof, IO may  terminate this Agreement and the rights herein granted and may also use, apply or retain the whole, or any part of  the Refundable Retainer for the payment of any service fee or any other payment due hereunder, or for payment  or any other sum which IO may spend by reason of Member’s default. If Member shall, at the end of the Term of this Agreement, have fully and faithfully complied with all of the terms and provisions of this Agreement and, as  applicable, surrendered all keys, access cards and building passes. The Refundable Retainer or any balance  thereof shall be returned to Member within forty-five (45) days after the end of the Term, subject to deductions  for the cleaning fee set forth in “Dedicated Offices – Section 37,” as well as damage to the premises or  equipment. The Refundable Retainer may include a damage deposit as specified in the Membership  Agreement. Notwithstanding the foregoing, in the event that Member cancels any or all Services within the first  12 months, IO may, at its option, retain the Refundable Retainer. 

7. Collections. Member agrees that any collection action taken by IO to recover fees under this Agreement may be  brought in the county where the Center is located. In the event of a successful collection action by IO, Member  agrees to pay all reasonable and related legal fees and costs. 
8. Rules of House, Business Conduct and Decorum. In addition to any rules and regulations of the Building, the  Policy and Standards documents, or any other rules, policies and/or procedures that are specific to the Center  used by Member, Member acknowledges and agrees that: 

• i.IO will provide notice of any changes to Services, fees or other updates via email to Member. It is  Member’s responsibility and obligation to read those emails and to ensure Member’s affiliates are  aware of any changes, regardless of whether IO notifies Member’s affiliates or Member directly.
• ii.For security reasons, IO may regularly record certain areas in the Center via video, but IO has no  obligation to do so.
• iii.IO common area facilities are for use by all of IO’s members and guests unless otherwise instructed by IO  and are for temporary use and not as a place for continuous, everyday work.
• iv.IO is not responsible or liable for any mail or packages received without a Center employee’s signature  indicating acceptance.
• v.Member hereby grants to IO a non-exclusive, nontransferable license to use Member’s or Member’s  Member Company or brand name and/or logo in connection with identifying Member as a member in  or on any advertising, video, newsletter, Internet marketing, website, social media venue or similar  materials. Member warrants that its logo and brand name do not infringe upon the rights of any third  party and that Member has full authority to provide this consent. Member may terminate this  consent on a go-forward basis at any time by providing IO with 30 days’ prior written notice.
• vi.Member will provide IO with reasonable notice of and complete all required paperwork, reservations, and  obtain IO’s permission prior to hosting any event at the Center.
• vii.If alcohol consumption is permitted in connection with an event at the Center, Member is solely and fully  responsible for ensuring that alcohol is consumed responsibly by Member, Member’s affiliates and  guests and that no alcohol is consumed by Member, Member’s affiliates or guests that are younger  than the applicable legal age for consumption of alcohol in the jurisdiction where the Center is  located. Member may be required to provide proof of appropriate insurance covering liability for  consumption of alcohol at the Center.
• viii.Member and any affiliate of Member must be at least 18 years of age.
• ix.Keys, key fobs, key cards or other similar items used to access the Center or Member’s Dedicated Office,  if applicable, remain IO’s property. Member will, and Member must, cause any of Member’s affiliates  to safeguard IO’s property and Member must promptly notify IO and be liable for replacement fees if  any such property is lost, stolen or destroyed. Member may not make any copies of any of these  items or lend, share or transfer any of these items to or with any third party, unless authorized by IO  in advance. Member may not install any locks to access the Dedicated Office space, if applicable, or  anywhere within the Center unless authorized by IO in writing in advance.
• x.Member and Member’s affiliates’ electronic equipment and devices (including, but not limited to,  computers, tablets, mobile devices and any other similar items) must be kept up to date with the  latest software updates provided by the software vendor and kept clean of any spyware, malware,  trojans, worms, viruses or anything that is designed to perform malicious, intrusive or hostile  operations. IO reserves the right to remove any device from IO’s networks or users until the threat is  remedied.
• xi.Except for normal wear and tear, Member is responsible for any damage to the Dedicated Office space  and to IO common area facilities and any other area of the Center (if damage to the other area is  caused by Member). Member is responsible for repair or replacement fees for any damage (except  normal wear and tear) caused to any items provided to Member by IO for temporary use or if such  item is lost, stolen or destroyed.
• xii.Member may not perform, cause or permit any activity or thing that is reasonably likely to be disruptive  or dangerous to IO or any other member, or IO’s or any other member’s employees, contractors, guests or property, including, without limitation, the OnDemand spaces, Dedicated Office space, if  applicable, or the Center.
• xiii.Member must not use the Services, any and all of the Center facilities, including Dedicated Office, to  conduct or pursue any illegal or offensive activities or conduct or represent oneself in a similar  manner to the community. All members and affiliates of a member must act in a respectful manner  towards other members and IO’s and other members’ employees, contractors and guests.
• xiv.Member must not misrepresent itself to IO or other members, in person or otherwise. xv.Member must not copy or use any information (whether or not confidential) or intellectual property  belonging to IO or other members or their affiliates, contractors or guests, including, but not limited  to, confidential information, proprietary information, work product, trade secrets, personally  identifiable information, likenesses, voices, business names, trademarks, service marks, logos, trade  dress, patents, any other identifiers or other intellectual property, or modified or altered versions of  the same, and this provision will survive termination of this Agreement.
• xvi.Member may not film within the Center, including within Member’s Dedicated Office, if applicable,  without completing all required paperwork and receiving prior express written consent from IO. xvii.Member may not use the Dedicated Office, if applicable, or the Center for any retail, medical or other  capacity involving frequent visits by members of the public, or as a residential living space or for any  exclusively non-business purpose. Provided, however, Member may be permitted to use the  Dedicated Office for purposes that require visits by members of the public only with IO’s prior  express written consent.
• xviii.Member may not use IO’s mail and delivery services for any unlawful or fraudulent purpose. IO shall not  be liable for any such use and Member will forever, fully and unconditionally indemnify and defend IO  from any such liability. This provision will survive termination of this Agreement.
• xix.Member may not allow any guest(s) to enter the Building where the Center is located or the Center  without registering the guest(s) and performing any additional requirements in accordance with IO’s  policies.
• xx.Member may not operate any equipment at the Center that has a higher heat output or electrical  consumption than is typical in a personal office environment, or places an excessive strain on IO’s  electrical, IT, HVAC or structural systems without IO’s prior approval. Member agrees and consents to  IO’s determination of appropriateness of equipment in IO’s sole and unfettered discretion.
• xxi.Member may not bring any weapons of any kind or any other offensive, dangerous, hazardous, flammable,  inflammable or explosive material into the Dedicated Office space or the Center. 

Member is responsible for ensuring that Member’s affiliates, employees, contractors and guests comply with all  Rules of the House, Business Conduct and Decorum, and with all applicable rules and regulations of the Building,  the Policy and Standards documents, or any other rules, policies and/or procedures, and Member agrees that in  the event of any penalty or fine resulting from the breach of any of the above, that Member will be responsible for  paying such penalty or fine. 

9. Solicitation. Each party to this Agreement recognizes that the other party’s employees, including its  employees’ loyalty and service, constitute a valuable asset. Therefore, unless specifically prohibited by local,  state or federal statute, law or regulation, beginning on the Commencement Date and throughout the Term and  for one year following its expiration or termination for any reason, neither party shall, without the other party’s  prior written consent, directly or indirectly solicit for employment (or engagement as a consultant), any employee  of the first party both during their employment and for a period of one year after the end of their  employment. The parties agree that this restriction will apply regardless of the circumstances under which the  employment ended. The parties agree that determination of the damages of violation of this section are difficult  or impossible to accurately estimate. Therefore, the parties agree that the liquidated damages set forth herein  represent parties’ best estimate of such damages, and that the parties believe such liquidated damages are a  reasonable estimate of such damages. The parties expressly acknowledge that the foregoing liquidated damages  are intended not as a penalty, but as fully liquidated damages in the event of breach of this provision and as  compensation for the non-breaching party’s inability to receive the benefits of continued services of its employee,  plus the replacement and training costs for a replacement. The parties agree that a reasonable estimate of  damages is an amount equal to 70% of the annual salary of such employee. This amount is based on recruiting  costs which can be 30% of the annual salary or more, plus several months of training and lower productivity, plus  the cost of disruption to IO’s business. 
10. Waiver of Claims. To the extent permitted by law, Member, on Member’s own behalf and on behalf of  Member’s affiliates, employees, agents, guests and invitees, waive and release IO from any and all claims and  rights against IO and IO’s landlords at the Center and IO’s franchisor, affiliates, parents and successors and each of IO’s and their employees, assignees, officers, agents and directors (collectively, the “IO Parties”) resulting from  injury or damage to, or destruction, theft or loss of, any property, person or pet, except to the extent caused by  the gross negligence, willful misconduct or fraud of the IO Parties. 
11. Indemnification. Member will indemnify the IO Parties from and against any and all claims, including third  party claims, liabilities and expenses, including reasonable legal fees, resulting from any breach or alleged breach  of this Agreement by Member or Member’s affiliates or Member’s or Member’s affiliate’s guests, invitees or any of  Member’s or Member’s affiliates or Member’s or Member’s affiliate’s guests’ or invitees’ actions or omissions,  except to the extent a claim results from the gross negligence, willful misconduct or fraud of the IO Parties. 
12. Limitation of Liability. To the extent permitted by law, the aggregate monetary liability of any of the IO  Parties to Member or Member’s affiliates, employees, agents, guests or invitees for any reason and for all causes of action will not exceed the total Recurring Monthly Fees paid by Member to IO under this Agreement in the twelve  (12) months prior to the claim arising. None of the IO 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. Member acknowledges and agrees that Member may not commence any action or proceeding against  any of the IO 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 accrual. Notwithstanding anything contained in this Agreement to the  contrary, Member acknowledges and agrees that Member shall not commence any action or proceeding against any  of the IO Parties other than the IO Party Member is directly contracting with hereunder. 

Member is responsible for the actions of and all damages caused by all persons that Member, Member’s affiliates or  Member’s or Member’s affiliates’ guests invite to enter any of the Center, including, but not limited to, any  vendors hired by Member that enter the Center. Member shall not make any settlement that requires a materially  adverse act or admission by IO or imposes any obligation upon any of the IO Parties unless Member has first  obtained IO’s or the relevant IO Party’s written consent. None of the IO Parties shall be liable for any obligations  arising out of a settlement made without its prior written consent. 

13. Privacy. IO collects, processes, transfers and secures personal data about Member and Member’s affiliates  pursuant to the terms of IO’s Privacy Policy, which can be found on IO’s website, and in accordance with all applicable data protection laws.  Note that Member is not obligated to provide IO with personal information and any information collected by IO will  be provided by Member at Member’s own will and with Member’s explicit consent granted herein by execution of  this Agreement. Member hereby: (i) undertakes, where necessary, to obtain consent from such affiliate to the  collection, processing, transferring and securing of data described herein; and (ii) confirms that Member in fact  collected and processed such affiliate’s personal data in accordance with applicable law. 

14. Subordination. This Agreement is subject and subordinate to IO’s lease with IO’s landlord of the Building and  to any supplemental documentation and to any other agreements to which IO’s lease with such landlord is subject  to or subordinate. However, the foregoing does not imply any sublease or other similar relationship involving an  interest in real property. 
15. Assignment. Except in connection with a sale of all or substantially all of Member’s Company (including its  parent) or its assets, or in the event of a merger, acquisition or other similar transaction, Member may not transfer or otherwise assign any of Member’s rights or obligations under this Agreement (including by operation of law)  without IO’s prior consent. IO may assign this Agreement without Member’s consent. 
16. Anti-Money Laundering. Member hereby represents and warrants that at all times Member and Member’s  members have conducted and will conduct Member’s operations in accordance with all laws that prohibit  commercial or public bribery and money laundering (the “Anti-Money Laundering Laws”), and that all funds which  Member will use to comply with Member’s payment obligations under this Agreement will be derived from legal  sources, pursuant to the provisions of Anti-Money Laundering Laws. Member will provide IO with all information  and documents that IO may from time to time request in order to comply with all Anti-Money Laundering Laws. 
17. Anti-Corruption Laws. Neither Member nor any of Member’s members, directors, officers, employees,  agents, subcontractors, representatives or anyone acting on Member’s behalf: (i) has, directly or indirectly,  offered, paid, given, promised or authorized the payment of any money, gift or 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, gift or thing of value will be offered, paid or given, directly or indirectly, to any  Government Official or any commercial party; or (C) any employee or representative of IO for the purpose of: (1) influencing an act or decision of the Government Official or commercial party in his or her official capacity; (2)  inducing the Government Official or commercial party to do or omit to do any act in violation of 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 of any kind, directly or  indirectly, in connection with this Agreement, the Services or the Office Space. For purposes this section,  “Government Official” means any officer, employee or person acting in an official capacity for any government  agency or instrumentality, including state-owned or controlled companies and public international organizations,  as well as a political party or official thereof or candidate for political office. 

18. Severable Provisions. Each provision of this Agreement shall be considered severable. To the extent that any  provision of this Agreement is prohibited or otherwise limited, this Agreement shall be considered amended to the  smallest degree possible in order to make the Agreement effective under applicable law. 

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 Summary  Information Form, except as otherwise provided in this Agreement. IO may send notices to either (or both)  Member or the Authorized Signatory, as IO determines in its reasonable discretion. Notices related to the physical  Dedicated Office, Center, Member, other members or other issues in the Center should be sent by  Member. Notices related to this Agreement or the business relationship between Member and IO should be sent by  Member’s Authorized Signatory. In the event that IO receives multiple notices from different individuals within  Member’s company containing inconsistent instructions, the Authorized Signatory’s notice will control unless IO  decides otherwise in IO’s reasonable discretion. 

19. Entire Agreement. This is the only Agreement between the parties. No other agreements are effective. All  amendments to this Agreement shall be in writing and signed by all parties. Any other attempted amendment  shall be void. The invalidity or unenforceability of any provision hereof shall not affect the remainder hereof. 
20. Waiver. All waivers must be in writing and signed by the waiving party. IO’s failure to enforce any provision  of this Agreement or its acceptance of fees shall not be a waiver and shall not prevent IO from enforcing any  provisions of this Agreement in the future. No receipt of money by IO shall be deemed to waive any default of  Member or to extend, reinstate or continue the Term hereof. 

Incorporation of Exhibits. All Exhibits and Addenda attached hereto are hereby incorporated herein. The laws of  the State in which the Center is located shall govern this Agreement. 

21. Joint and Several Liability. All parties signing this Agreement as a partnership or cosigning individuals shall  be jointly and severally liable for all obligations of Member. If Member is an entity (partnership, corporation, LLC,  etc.), each person signing this Agreement on behalf of such Member hereby confirms that he/she has full legal  authority to act on behalf of and bind such Member to this Agreement, and if such person does not have such full  authority, then that signing person hereby agrees to be jointly and severally liable for all obligations hereunder of  Member. 

Notwithstanding anything to the contrary contained herein, Member shall look solely to the interest of IO in IO’s  underlying lease with the landlord for the Building for the satisfaction of any of Member’s remedies with regard to  the payment of money or otherwise, and no other property or assets of IO shall be subject to levy, execution or  other enforcement procedures for the satisfaction of Member’s remedies or with respect to the Agreement, the  relationship of the parties to this Agreement, or Member’s use of the Center, such exculpation of personal liability  to be absolute. 

22. Force Majeure. Neither party will be liable for any failure or delay in performing an obligation under this  Agreement that is due to any of the following causes to the extent beyond its reasonable control: acts of God or  natural disaster (such as, but not limited to, violent storm, cyclone, hurricane, tornado, blizzard, earthquake,  volcanic activity, landslide, tidal wave, tsunami, flood, damage or destruction by lightning, drought); accident,  riots, war, terrorist act, epidemic, pandemic, quarantine, civil commotion, breakdown of communication  facilities, breakdown of web host, breakdown of Internet service provider, natural catastrophes, national or  regional emergencies; governmental acts or omissions, changes in laws or regulations, national or local strikes,  fire, explosion, generalized lack of availability of raw materials or energy; or any other cause, whether similar in  kind to the foregoing or otherwise. For the avoidance of doubt, Force Majeure shall not include a party’s financial  inability to perform its obligations hereunder, nor does this section apply to negate or delay any payment  obligation whether on account of a public health crisis such as COVID-19 or otherwise.
23. No Brokers. Member represents and warrants to IO that there are no agents, brokers, finders or other parties  with whom Member has dealt who are or may be entitled to any commission or fee with respect to this Agreement  except for those disclosed in writing prior to signing this Agreement. Member will be responsible for fees  associated with any undisclosed broker. 
24. Services. IO agrees, in consideration for timely payment of the Recurring Monthly Fee and other applicable  fees, to provide services to Member as itemized on Page 1 of this Agreement (“Elected Services”). In addition to  the Elected Services, IO agrees to provide the following services, as applicable (together with the Elected Services, the “Services”): 

• i.electricity for commercially reasonable office use;
• ii.heating and air conditioning to the Dedicated Office for normal office use in reasonable quantities during  generally recognized business days;
• iii.furnishings for the Dedicated Office of the quality and in the quantity typically provided to other  members with similar office space, workstations, and/or other workspace, as applicable, in the  Center;
• iv.access to and use of a shared Internet connection in accordance with the terms and conditions of that  use;
• v.use of printers, copiers and/or scanners available to IO’s members in accordance with the terms of the  Agreement which may include additional usage charges;
• vi.Use of Conference rooms and other business services on demand (subject to availability) at the Center’s  member rates.
• vii.use of the conference rooms in the Center and use of conference rooms in any other center during regular  business hours, in each case subject to availability, Member’s prior reservation of such conference  rooms, and payment of the applicable standard fees; and
• viii.reasonable non-exclusive use of IO common area facilities, including kitchens and beverages made  available to IO’s members. 

All Services are subject to the Terms and Conditions of this Agreement, the rules and regulations of the Building  and lease terms with the Building’s landlord, and the Policy and Standards documents. Member shall use the  Dedicated Office and auxiliary areas of the facilities solely for general office use in the conduct of Member’s  business. Member may add services by filling out an Additional Service Election Form attached as Exhibit B. Upon  execution of Exhibit B, the newly-elected services will be included in Member’s Services and the new Recurring  Monthly Fee (plus an applicable one-time charge) specified in Exhibit B – Service Modification Addendum. 

25. Technology. IO provides shared Internet access to members via a wireless network connection. In order to  use all functionality offered by IO, it may be necessary to install software onto a member’s device or other  electronic equipment. IO may use a firewall, block sites or otherwise institute limitations on Internet services,  and access is provided subject to these conditions and Member acknowledges that these limitations may impact  functionality of the Internet service. Member agrees not to use Internet access for any illegal purpose. If a  member requests that IO troubleshoot problems a member has with respect to printing, accessing the network  connection or other issues, IO will not be responsible for any damage to Member’s equipment. 
26. Relationship of the Parties. 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. Member acknowledges and agrees that Member is  entering into this Agreement for the purposes of and in the course of Member’s trade, business and/or profession,  and not as a consumer. Neither party will in any way misrepresent our relationship. 
27. Terms Confidential. The financial terms of this Agreement are strictly confidential and Member agrees not to  knowingly or willfully divulge this information to any other member or potential member of IO. 
28. Dedicated Office Service. For those members choosing to purchase Dedicated Office services, the following  additional services will be included in the definition of “Services.” 

• i.regular maintenance and basic office cleaning of the Dedicated Office;
• ii.heating and air conditioning to the Dedicated Office for normal office use in reasonable quantities during  generally recognized business days; and
• iii.furnishings for the Dedicated Office of the quality and in the quantity typically provided to other  members with similar office space, workstations, and/or other workspace, as applicable, in the  Center 

29. Office Availability. If for any reason whatsoever, and if applicable pursuant to Member’s Elected Services, IO  is unable to deliver possession of the Dedicated Office or a mutually agreed upon alternative office by the  Commencement Date, IO will not be subject to any liability on account thereof and Member hereby releases IO  from all claims and damages, direct or consequential, as a result of IO being unable to deliver  possession. Nevertheless, in such circumstances, this Agreement shall remain in full force and effect and  unamended so long as the failure to provide access to the Dedicated Office does not last longer than two months,  and in IO’s sole discretion IO either: 

• i.provide Member with alternate office space (which may or may not be within an IO facility) with  reasonably comparable characteristics during such period and charge Member the full Recurring  Monthly Fee; or
• ii.not charge Member that portion of the Recurring Monthly Fee related to the Dedicated Office during the  period the Dedicated Office is not available to Member. 

Following the two-month period set forth above, if a Dedicated Office has not been provided, Member may either  extend the Commencement Date until the Dedicated Office becomes available or elect to cancel this Agreement,  and if the Dedicated Office is not delivered to Member within five (5) business days after written notice to IO by  Member of its election to cancel this Agreement (“Cancellation Date”), then this Agreement will be terminated as  Member’s sole remedy for such failure to provide the Dedicated Office, and in which case any prior payments  related to Services to be provided after the Cancellation Date shall be fully refunded by IO to Member. 

Notwithstanding the foregoing, if the delay in providing the Dedicated Office is due to Member’s actions or  inactions or due to changes in or work to the Dedicated Office requested by Member, IO will not be subject to any  liability related to such delay nor will such delay affect the validity of this Agreement and IO shall have no  obligation to provide Member with the benefits described in Sections 27(i) and (ii) above for the period of the  delay, and Member shall not be entitled to terminate this Agreement and shall be liable for the payment of the  Recurring Monthly Fees from the Commencement Date onwards and all other terms and conditions of this  Agreement. 

If the Center’s facilities are made unusable, in whole or in part by fire or other casualty not due to the negligence  of Member, IO may, at its sole discretion, terminate the Agreement upon notice to Member, effective upon such  casualty, or may elect to repair, restore or rehabilitate, or cause to be repaired, restored or rehabilitated, the IO  facilities without expense to Member, within 90 days or within such longer period of time as may be required  because of events beyond IO’s control. The Recurring Monthly Fee for the Dedicated Office shall be abated on a  pro rata basis for the period of time the Center is unusable. 

30. Office Relocation. In order to accommodate the needs of potential multiple office members, IO will have the  right, upon ten (10) days’ prior written notice, to relocate Member to another office in the IO facilities and to  substitute such other office for the Dedicated Office contracted herein, provided such other office is substantially  similar in area and configuration to Member’s Dedicated Office set out on Page 1 herein, and provided Member  shall incur no increase in the total Recurring Monthly Fee or any relocation cost or expense. Where an office  move is required by IO, IO will cover relocation costs and expenses of moving Member to a new Dedicated  Office. 
31. Reserved Access Rights. IO may access Member’s Dedicated Office space, with or without notice, in  connection with IO’s provision of the Services. 
32. Installations. Member may not make any structural or non-structural installations (including, but not limited  to, wall attachments, furniture or IT equipment) or alterations in the Dedicated Office, if applicable, or elsewhere  in the Center without prior written approval by IO. Member will be responsible for the entire cost of any  installations or alterations, and prior the termination, cancellation or expiration of this Agreement, the cost of  removal of such item and restoration of the affected area. IO may deduct the cost of such activities not otherwise  paid by Member from the Refundable Retainer. In no event is Member permitted to perform any installations,  alterations or removal and restoration thereof anywhere in the Center, including, without limitation, in the Dedicated Office, if applicable. Only a member of IO’s staff is entitled to perform an alternation, installation,  removal or restoration. 
33. Controlled Substances. Member may not manufacture, sell or distribute a controlled substance, including  alcoholic beverages, from the Dedicated Office, if applicable, or obtain a license for such manufacture,  importation, sale or distribution using the Dedicated Office or the address of the Center. 
34. Storage of Valuable Items. Member will not store significant amounts of valuable goods or commodities  (including currency) in the Dedicated Office, if applicable, that is not commonly kept in commercial offices. In  the event Member does store such items in the Dedicated Office, IO will not be liable for any such loss and Member waives all rights Member may have to pursue IO for such loss. 
35. Removal of Property. Prior to the termination, cancellation, or expiration of this Agreement, by proper  written notice by either party, Member must remove all of Member’s property from the Dedicate Office and the  Center. After providing Member with reasonable notice, which need not be more than seven calendar days, IO will be entitled to remove and dispose of any property remaining in or on the Dedicated Office or Center after  termination, cancellation or expiration of this Agreement. Further, IO will have no obligation to store such  property, and Member waives any and all claims or demands regarding such property or IO’s handling or disposal of  such property. Member will be solely responsible for paying any fees reasonably incurred by IO regarding such  removal. IO shall have no implied obligations as a bailee or custodian, and Member hereby indemnifies IO and  agrees to keep IO indemnified in respect of any claims of any third parties in respect of such property. At the  termination, cancellation, or expiration of this Agreement, Member will leave the Dedicated Office in as good  condition as when Member first began its membership use, normal wear and tear expected. A cleaning fee of  $250.00 may be charged for cleaning, painting and general maintenance for each office. IO shall have the right to  show the Dedicated Office during the Term, if applicable, to prospective members, provided IO will use reasonable efforts not to disrupt Member’s business. 
36. Dedicated Office Technology Options. Wired network connections are available for an additional monthly  fee. For those members wishing to use a private wired network, IO may allow Member to install a firewall device  for Member’s exclusive use and access, subject to IO’s approval, and Member will be responsible for the same. 

Any technical alterations, equipment, adaptations, usage or any changes involving the IO network (including  installation of a firewall device) must be done by IO-designated IT personnel only. Routers, printers, phones or  any other data hardware must be approved in writing by IO IT prior to usage. Many are not compatible with the IO  network and will “crash” the entire system if not installed by IO IT personnel. If approved, a one-time $125  installation minimum fee, paid by Member, is required for all routers. Any member found installing unauthorized  equipment or crashing the IO system will be subject to a minimum $500 fine. Any approved technical assistance to  Member that involves IO IT personnel will be provided at a minimum. To the extent that IO incurs costs in the  connection, installation or removal of any items described in this section that are not otherwise paid by Member,  IO may deduct those costs from the Refundable Retainer. Member shall also be responsible for any monthly fees  incurred relating to Member’s private, secured wired network. 

37. Insurance. Member is responsible for maintaining, at Member’s own expense and at all times during the  Term, personal property insurance and commercial general liability insurance covering Member and Member’s  members for property loss and damage, injury to Member’s members and Member’s members’ guests or pets, and  prevention of or denial of use of or access to, all or part of the Center, in form and amount appropriate to  Member’s business and in with an aggregate limit in an amount not less than one million dollars. In addition,  Member is responsible for maintaining, at Member’s own expense and at all times during the Term, workers’  compensation insurance providing statutory benefits in accordance with the law and employer’s liability in an  amount appropriate to Member’s business. Member will ensure that IO and the landlord of the applicable Center  shall each be named as additional insureds on Member’s commercial general liability policy and that all insurance  policies shall include a clause stating that the insurer waives all rights of recovery, under subrogation or otherwise, Member may have against IO and the landlord of the applicable Center. Member shall provide proof of insurance  upon IO’s request. The limit of said insurance shall not, however, limit the liability of Member  hereunder. Member agrees that failure by Member to provide such coverage increases IO’s risk of loss and may  increase IO’s cost of insurance which can be charged back to said Member. 
38. Nature of the Agreement. The whole of the Dedicated Office remains IO’s property and in IO’s possession and control. IO is giving Member the right to share with IO the use of the Dedicated Office so that IO can provide the  Services to Member.

Notwithstanding anything in this Agreement to the contrary, Member and IO agree that our relationship is not that  of landlord-tenant, lessor-lessee, or licensor-licensee, and this Agreement in no way shall be construed as to grant  Member or any affiliate any interest, title, easement, lien, possession or related land use rights in IO’s business,  the Center, the Dedicated Office or anything contained in or on the Center or Dedicated Office. This Agreement  creates no tenancy interest, leasehold estate, or other real property interest; rather IO is providing Member with a  non-exclusive, personal and non-transferable right to share the use of workspaces at the Center with IO and other  members on the terms and conditions herein.