WESTBASE TERMS & CONDITIONS
1. Definitions
“Authorized Signatory” means an individual authorized to legally bind your company.
“Capacity” means number set forth in the Membership Details Form in the “Capacity” field.
“Main Premises” means the Premises in which the Office Space is located, as set forth in the Membership Details Form.
“Member” means each person you authorize on your Member List as being allowed to receive the Services (defined below).
“Member Company” or “you” means the company, entity, or individual that enters into a Membership Agreement with WestBase and is listed in the Membership Details Form.
“Office Space” means the workspace location(s) specified in the Membership Details Form, provided that, if the symbol “Ø” is included on the Form, we will provide the workspace location(s) for the indicated Capacity prior to the Start Date.
“Premises” means a building or portion of a building in which WestBase offers or plans to offer offices, workstations, other workspaces, and/or other services to Members.
“Primary Member” means the primary in-Premises Member contact for WestBase.
“Start Date” means the date set forth in the Membership Details Form.
“WestBase,” “we” or “us” means the WestBase entity you are contracting with.
“WestBase Member Network” means the WestBase members-only online community accessed through the cobot portal.
2. The Benefits of Membership
Services. Subject to the terms and conditions of this agreement, including any attachments, exhibits, and supplements (collectively, the “Agreement”) and any other policies we make available to you with prior notice from time to time, during the Term (defined below), WestBase 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.
Regular maintenance of the Office Space.
A desk for the Office Space of the quality and in the quantity typically provided to other WestBase Members, as applicable, in the Premises.
Access to and use of the shared Internet connection.
Access to the printers, copiers and/or scanners available to our Members on the Premises.
Access to the conference rooms, in each case subject to availability and your prior reservation of such conference rooms.
Heat and air-conditioning in the Office Space.
Electricity for reasonably acceptable office use.
Use, within the Premises, of kitchens and beverages made available therein.
Acceptance of mail and deliveries for qualifying memberships on behalf of your business during Regular Business Hours on Regular Business Days; provided that we are not liable for any mail or packages received without a WestBase employee’s signature indicating acceptance.
3. Your Members
Updating the Member List. Only those individuals set forth on the Member List will be deemed to be “Members” and entitled to the benefits described in this Agreement. Your Members will be able to begin using, accessing, and/or receiving the Services on the later of (i) the Start Date or (ii) the date we confirm the addition of such individual to the Member List. You are responsible for maintaining the accuracy of the Member List. Your Primary Member may make changes to your Member List by communicating any changes to the WestBase Community Manager. To add new Members to your Member List in excess of the number allocated on the Membership Details Form, you must have your Primary Member send an email, from the Primary Member’s email account on file with WestBase. The email requesting the change must include the name(s) and email address(es) of the departing and new Member(s) and the effective date of the change.
Upon the addition of a Member to the Member List, WestBase will create a profile for such Member on the WestBase Community Network. Such profile will be viewable by us, our employees, and other members. The created profile will include only the Member’s name and the Member Company; any additional information, including a photograph, shall be added solely as determined by you or your Members.
Changes to or Removal of Primary Member or Authorized Signatory. An Authorized Signatory generally has the sole authority to make changes to or terminate this Agreement. A Primary Member will generally serve as WestBase’s primary contact regarding matters that involve your Members, the physical Office Space or the Premises. We will be entitled to rely on communications to or from the Authorized Signatory or Primary Member as notice to or from the applicable Member Company. However, an Executive Officer of the applicable Member Company (“Executive Officer”) will have the authority to override the request of an Authorized Signatory or Primary Member, as applicable, provided that we receive such a request within 24 hours following such Authorized Signatory’s or Primary Member’s request. We will be entitled to request reasonable information to confirm that an individual claiming to be an Executive Officer truly is one and to exercise our discretion in determining whether a particular position constitutes an “Executive Officer.” An Executive Officer will also have the authority to remove or replace the individual serving as the Authorized Signatory and/or Primary Member. Unless we receive instructions from the Authorized Signatory or Executive Officer, if the individual designated as the Primary Member ceases to provide services to the Member Company or ceases using the Office Space regularly, we will use our reasonable judgment in designating a replacement Primary Member.
4. Membership Fees; Payments
Payments Due Upon Signing. 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.
Membership Fee. During the Term (defined below) of this Agreement, your Membership Fee will be due monthly and in advance as of the first (1st) day of each month. You agree to pay promptly: (i) all sales, use, excise, value added, and any other taxes which you are required to pay to any other governmental authority (and, at our request, will provide to us evidence of such payment) and (ii) all sales, use, excise, value added and any other taxes attributable to your Membership as shown on your invoice. 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.
On each anniversary of the Start Date (including during any Commitment Term) the Membership Fee may be subject to an increase of the previous year’s Membership Fee. Following any Commitment Term, we reserve the right to further increase or decrease the Membership Fee at our sole discretion upon sixty (60) days’ prior notice to you.
Invoices; Financial Information. WestBase will send or otherwise provide invoices and other billing-related documents, information and notices to the Primary Member, unless a different Billing Contact is indicated on the Membership Details Form. Change of the Billing Contact will require notice from the Authorized Signatory in accordance with this Agreement.
Credits; Overage Fees. Each month, you will receive a certain number of credits for conference room use and a certain number of credits for color and black and white copies and printouts, 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. The current overage fee schedule is listed in Cobot community platform. All overage fees are subject to increase from time to time.
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 current late fee schedule is listed in Cobot community platfrom.
Form of Payment. We accept payment of all amounts specified in this Agreement solely by the methods we communicate to you during the membership sign up process or from time to time during the Term. You are required to inform us promptly of any changes to your payment information. Changing your payment method may result in a change in the amount required under this Agreement to be held as the Service Retainer. Only a single payment method may be used at any given time to make payments under this Agreement.
Outstanding Fees. Any outstanding fees will be charged in arrears on a monthly basis. 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, in our sole discretion, withhold Services or terminate this Agreement in accordance with Section 5(d).
No Refunds. Except as provided in Sections 5(b) and 5(e) of this Agreement, there are no refunds of any fees or other amounts paid by you or your Members in connection with the Services.
5. Term and Termination
Term. This Agreement will be effective when signed by both parties (“Effective Date”); provided that we have no obligations to provide you with the Services until the later of (i) the date on which payment of the first month’s Membership Fee has been received by us or (ii) the Start Date. Unless otherwise set forth on the Membership Details Form, following the Commitment Term, this Agreement shall continue on a month-to-month basis (any term after the Commitment Term, a “Renewal Term”). The Commitment Term and all subsequent Renewal Terms shall constitute the “Term.” If no Commitment Term is indicated on your Membership Details Form, the default Commitment 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.
Cancellation Prior to Start Date by You. You may cancel this Agreement prior to the Start Date upon delivery of notice to us. If you terminate more than one (1) full calendar month prior to your Start Date, you will receive a full refund, less any applicable charges, expenses or deductions. If you terminate within one (1) full calendar month prior to your Start Date, you will not receive any refund of your Service Retainer.
Termination by You; You may terminate this Agreement by delivering to us the WestBase Exit Form (“Exit Form”) at least one (1) full calendar month prior to the month in which you intend to terminate this Agreement (“Termination Effective Month”) and the termination will be effective on the later of the last Regular Business Day of the Termination Effective Month and the expiration of the Commitment Term. No termination shall be effective during the Commitment Term or shall be honored using any communication other than the Exit Form. The Exit Form will be provided promptly upon your request during Regular Business Hours. For example, if you would like to terminate this Agreement on the last Regular Business Day of April, and assuming that the Commitment Term will have expired by such date, the last opportunity to deliver the Exit Form to us would be on March 31. The Exit Form needs to be completely filled out and signed by the Authorized Signatory. You will not be entitled to pro ration with respect to the last month's Membership Fee. For instance, if you vacate your Office Space before the last Regular Business Day of April, you will still owe us the full Membership Fee for the full month of April. On the last Regular Business Day of the Termination Effective Month, you must vacate the Office Space no later than 4:00 p.m.
Termination or Suspension 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; (iv) if you or any of your Members fail to comply with the terms and conditions of the WestBase Member Network Terms of Service, our Wireless Network Terms of Service, or any other policies or instructions provided by us or applicable to you; or (v) at any other time, when we, in our reasonable discretion, see fit to do so. You will remain liable for past due amounts, and we may exercise our rights to collect due payment, despite termination or expiration of this Agreement.
An individual Member will no longer be allowed access to the Services and is no longer authorized to access the Main Premises upon the earlier of (x) the termination or expiration of this Agreement; (y) your removal of such Member from the Member List or (z) our notice to you that such Member materially or repeatedly violated this Agreement.
Removal of Property Upon Termination. Prior to the termination or expiration of this Agreement, you will remove all of your property from the work space and Premises. After providing you with reasonable notice, we will be entitled to dispose of any property remaining in or on the work 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.
6. House Rules
In addition to any rules, policies and/or procedures that are specific to a Main Premises used by you:
You acknowledge and agree that:
Keys, key cards and other such items used to gain physical access to the Premises, or the Office Space remain our property. You will cause your Members to safeguard our property and you will be liable for replacement fees should any such property be lost, stolen or destroyed;
You shall promptly notify us of any change to your contact and payment information;
We will provide notice to you of any changes to services, fees, or other updates by emailing the email addresses provided by you. It is your responsibility to read such emails and to ensure your Members are aware of any changes, even if we notify such Members directly;
All of your Members are at least 18 years of age;
You shall be solely and fully responsible for ensuring that no alcohol is consumed by any of your Members or guests who is younger than the legal age for consuming alcohol in the applicable jurisdiction;
Common spaces are to be enjoyed by all our Member Companies, members and guests unless otherwise instructed by us, and are for temporary use and not as a place for continuous, everyday work;
You will provide us with reasonable notice of and complete all required paperwork prior to hosting any non-members on the Premises;
You will be responsible for any damage to your Office Space exceeding normal wear and tear;
You and your Members’ computers, tablets, mobile devices and other electronic equipment must be (i) kept up-to-date with the latest software updates provided by the software vendor and (ii) kept clean of any malware, viruses, spyware, worms, Trojans, or anything that is designed to perform malicious, hostile and/or intrusive operations. We reserve the right to remove any device from our networks that poses a threat to our networks or users until the threat is remediated;
You consent to our non-exclusive, nontransferable use of your Member Company name and/or logo in connection with identifying you as a Member Company of WestBase, alongside those of other Member Companies, on a public-facing “Membership” display monitor, as well as in video and other marketing materials. You warrant that your logo does not infringe upon the rights of any third party and that you have full authority to provide this consent. You may terminate this consent at any time upon thirty (30) days’ prior notice.
No Member will:
perform any activity or cause or permit anything that is reasonably likely to be disruptive or dangerous to us or any other Member Companies, or our or their employees, guests or property, including without limitation the Office Space or the Premises;
Use the Services, the Premises or the Office Space to conduct or pursue any illegal or offensive activities or comport themselves to the community in a similar manner;
Misrepresent himself or herself to the WestBase community, either in person or on the WestBase Member Network;
Take, copy or use any information or intellectual property belonging to other Member Companies or their Members, including without limitation any confidential or proprietary information, personal names, likenesses, voices, business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property, or modified or altered versions of the same, and this provision will survive termination of this Agreement;
Take, copy or use for any purpose the name “WestBase” or any of our other business names, trademarks, service marks, logos, other identifiers or other intellectual property or modified or altered versions of the same, or take, copy or use for any purpose any pictures or illustrations of any portion of the Premises, without our prior consent, and this provision will survive termination of this Agreement;
Use the Office Space in a “retail,” “medical,” or other nature involving frequent visits by members of the public;
Use our mail and deliveries services for fraudulent or unlawful purposes, and we shall not be liable for any such use;
Make any copies of any keys, keycards or other means of entry to the Office Space or the Premises or lend, share or transfer any keys or keycards to any third party, unless authorized by us in advance;
Install any locks to access the Office Space or anywhere within the Premises, unless authorized by us in advance;
Allow any guest(s) to enter the building without registering such guest(s) and performing any additional required steps according to our policies; or
Bring any weapons of any kind, or any other offensive, dangerous, inflammable or explosive materials into the Office Space or the Premises. You are responsible for ensuring your Members comply with all House Rules.
7. Additional Agreements
Information Technology. In order to utilize all the functionalities offered by us, it may be necessary to install software onto a Member’s computer, tablet, mobile device or other electronic equipment. In addition, a Member may request that we troubleshoot problems a Member may have with respect to printing, accessing the network connection or other issues. If we provide such services, we will not be responsible for any damage to your equipment.
WestBase provides shared Internet access to Members via a wireless network connection. It is highly recommended that members use a personal VPN for the safety and security of their data.
Indemnification. You will indemnify the WestBase Parties from and against any and all claims, including third party claims, liabilities, and expenses including reasonable attorneys’ fees, resulting from any breach of this Agreement by you or your Members, guests or invitees or any of their actions or omissions. You are responsible for the actions of and all damages caused by all persons 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 WestBase Parties without our written consent. None of the WestBase Parties shall be liable for any settlement made without its prior written consent.
Insurance. You are responsible for maintaining, at your own expense and at all times during the Term, 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 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 will ensure that WestBase is named as additional insureds on any such policies of insurance and that you waive any rights of subrogation you may have against WestBase of the applicable premises. You shall provide proof of insurance upon our request.
Pets. Pets are not allowed on the Premises. We reserve the right to restrict any Member’s from bringing a pet into the Premises.
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.
8. Arbitration and Class Action Waiver
Governing Law. This Agreement and the transactions contemplated hereby shall be governed by and construed under the law of the State of North Carolina, U.S.A. and the United States 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 North Carolina’s or any other implementation of the Uniform Computer Information Transactions Act.
Venue. Except that either party may seek equitable or similar relief from any court of competent jurisdiction, any dispute, controversy or claim arising out of or in relation to this Agreement, or at law, or the breach, termination or invalidity of this Agreement, that cannot be settled amicably by agreement of the parties to this Agreement shall be finally settled in accordance with the arbitration rules of JAMS then in force, by one or more arbitrators appointed in accordance with said rules. The place of arbitration shall be North Carolina, U.S.A.
Proceedings; Judgment. The proceedings shall be confidential and in English. The award rendered shall be final and binding on both parties. Judgment on the award may be entered in any court of competent jurisdiction. In any action, suit or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator(s) or court, as 8 applicable. This Agreement shall be interpreted and construed in the English language, which is the language of the official text of this Agreement.
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 other 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.
9. Miscellaneous
Nature of the 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.
Updates to the Agreement. Changes to membership and overage fees, will be governed by Section 4(b) and 4(d) of this Agreement, respectively. 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 two (2) full calendar months 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.
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.
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. However, the foregoing does not imply any sublease or other similar relationship involving an interest in real property.
Extraordinary Events. WestBase 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 as a result of any causes or conditions that are beyond WestBase’s reasonable control, including without limitation (i) any delays or changes in construction of, or WestBase’s ability to procure any space in, any Premises, and (ii) any delays or failure to perform caused by conditions under the control of our landlord at the applicable Premises.
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.
Survival. Sections 1, 2(c), 4 (to the extent any payments remain outstanding), 5(c), 5(e), 5(f), 6(b), 7(a) through 7(e), 7(g), 8, and 9 and all other provisions of this Agreement reasonably expected to survive the termination or expiration of this Agreement will do so.
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. WestBase may send notices to either (or both) the Primary Member or the Authorized Signatory, as WestBase 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 WestBase 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.
Headings; Interpretation. The headings in this Agreement are for convenience only and are not to be used to interpret or construe any provision of this Agreement. Any use of “including,” “for example” or “such as” in this Agreement shall be read as being followed by “without limitation” where appropriate.
No Assignment. Except in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the shares or assets of you or your parent corporation, 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.
Entire Agreement. This Agreement, including the Membership Details Form, constitutes 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.
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