Legal Agreement: Terms of Service

Workspace Use Agreement

 

This Workspace Use Agreement (this “Agreement”) between Vault Community a dba of CapRock Real Estate Holdings, LLC (“we” or “Vault”) and the undersigned Member (“you” or “Member”) (each, a “Party” and collectively, the “Parties”) is a revocable grant of privileges to use assigned workspace and common areas located in the Vault Community facility at the address identified in the membership description subscribed to at https://vault.app.proximity.space/ (the “Website”) and to request and receive, based upon availability at the time of request, certain services that Vault may provide on the terms and conditions set forth in this Agreement.

THIS AGREEMENT IS NOT A LEASE FOR OFFICE SPACE AND DOES NOT GRANT ANY RIGHTS IN REAL ESTATE OR UNDER LANDLORD/TENANT LAW. IT IS MERELY A REVOCABLE LICENSE TO USE WORK SPACE AND AVAILABLE SERVICES.

  1. Terms of Use. You may use the Premises identified in the membership description according to the membership type selected at the Website (the “Membership”) for the Term and usage described in the Membership. The following terms apply to your use of the Premises and the Facility:

1.1 Upon occupancy: You will be required to sign an inventory of all accommodations, furniture and equipment you are permitted to use, together with a note of its condition, as well as details of the keys and/or entry cards issued to you.

1.2 Use of your Premises: You shall use your Premises only for office purposes and only for your primary business. You will not be permitted to carry on a business that competes with Vault’s business of providing occupancy accommodation or Vault’s hosting services. You shall not solicit occupants of Vault for services. You shall not use the name Vault in any way in connection with your business unless approved by Vault.

1.3 Your name and address: You may conduct business only in your name or in some other name to which Vault has previously agreed. Except as otherwise agreed to by Vault, you shall not put up any signage in your Facility or anywhere else that is visible from outside the Facility you are using. You may use the Facility address as your business address, subject to other provisions in this agreement.

1.4 Vault property: You will be responsible for taking good care of all parts of the Facility, its equipment, fittings and furnishings which you use. You shall not alter any part of the Premises or Facility. You are liable for any damage caused by you or those present in the Facility with your permission or at your invitation.

1.5 Office equipment: You shall not install office equipment, cabling, IT or telecom connections without Vault’s consent, which Vault may refuse at its absolute discretion. All such installations are to be performed either by Vault or an approved Vault vendor at your expense.

1.6 Keys and security: Any Facility access, including but not limited to any keys (digital or physical), entry cards, and access codes that Vault issues to you remain Vault property at all times.  You shall not make any copies of them or allow anyone else to use them without Vault’s consent.  Any loss of Vault property shall be reported to Vault immediately and you shall pay an administrative fee of $75 per instance of compromised Facility access plus the actual cost of changing of locks, if required.

1.7 Comply with the law: You shall comply with all relevant laws and regulations in the conduct of your business. You shall do nothing illegal. You shall not do anything that may interfere with the use of the Facility by Vault or by others, cause any nuisance or annoyance, increase the insurance premiums Vault has to pay, or cause loss or damage to Vault or to the owner of any interest in the building that contains the Facility. You acknowledge that (a) the terms of this Section 1.7 are a material inducement to Vault for the execution of this Agreement and (b) any violation by you of the terms of this Section 1.7 shall constitute a material default by you hereunder, entitling Vault to immediately terminate this Agreement, to retain as liquidated damages the full amount of the Service Retainer and any prepaid Monthly Fees, and to pursue such other damages as it may incur in connection with such termination.

1.8 Comply with Community Agreement: You shall comply with any house rules that Vault imposes generally on users of the Facility, whether for reasons of health and safety, fire precautions or otherwise. A copy of the current Community Agreement (which is subject to change from time to time) is attached hereto as the “Community Agreement.” Any violation of the Community Agreement shall constitute a material default by you hereunder, entitling Vault to immediately terminate this Agreement, to retain as liquidated damages the full amount of the Service Retainer and any prepaid Monthly Fees, and to pursue such other damages as it may incur in connection with such termination.

1.9 Insurance: Insurance is highly recommended to be purchased at your own expense. As set forth below, you shall hold Vault harmless and indemnify Vault with regard to any damage to equipment owned or Premises occupied by you.

1.10 USPS Regulations: You must comply with all U.S. Postal Service regulations. Failure to comply will result in immediate termination of this Agreement.

1.11 Delivery. Members who do not subscribe to a dedicated office space my not use the Facility address as their mailing or delivery address.  Members agrees not to forward mail through any mail forwarding instruction or form provided to the U.S. Postal Service or other delivery service, unless member is subscribing to mailbox-only services, if available. Member acknowledges that the filing of such a form can disrupt delivery services to other licensees and to Vault. Member acknowledges that it is Member’s sole responsibility to notify third parties of changes to Member’s contact information directly and without the use of forwarding services that may disrupt services to other licensees or Vault.

  1. Services

2.1 Standard Services: Vault shall provide the following services during normal operating hours as indicated on the Website.  We will be happy to discuss special accommodations to provide these services outside of normal operating hours:

-Access to your office suite(s) and/or workstations

-Use of bathroom facilities

-Lighting and electrical power (normal capacities)

-Internet access

-Furniture inclusive of a work surface and/or desk, chair and a filing cabinet

-Heating and air conditioning

-Reception of your visitors by our staff as available

-Use of a kitchen, lounge, common areas, huddle rooms and photocopying areas as available

Services offered and hours of availability are determined by Vault and may be discontinued or modified by Vault without prior notice.

2.2 Set-up Services. Set-up services for each office space shall only be provided by Vault or a Vault-approved vendor. Member agrees to pay all applicable set-up fees prior to the time such services are rendered.

2.3 Special Services. Vault is happy to provide you, when available and at additional charge, in accordance with our then current rates which are subject to change from time to time, certain additional special services which you may require, which include without limitation: food and beverage service, photocopying service, purchasing of office supplies, scheduling of offsite meeting and conference suite(s), mail handling, network and technology offerings, and consulting and professional services.

2.4 Suspension of Services. Vault may by notice suspend the provision of services (including access to the Facility) for reasons of political unrest, strikes, or other events beyond Vault’s reasonable control, in which event payment of our fee will also be suspended for the same period. Vault is not liable for any loss of your property or property of your client as a result of our failure to provide a service as a result of mechanical and/or electronic breakdown, strike, delay, failure of staff, termination or sale of Vault’s interest in the building containing the Vault. Also, prior to any liability being asserted against Vault, you shall be required to give Vault notice of such matter and give us a reasonable time to correct same.

2.5 Facility not Available. In the event that Vault is not able longer able to provide access to the Facility, services and/or space at the Facility, or if Vault’s interest therein is terminated, then your right to occupy the Premises and use the Facility will end on not less than thirty (30) days prior notice to you (or such lesser period as may be required by law) and you will only have be required to pay your fees only up to the date availability at the Facility ends and for the additional services you have used through that date. Vault will use reasonable and diligent efforts to find suitable alternative accommodations for you at another Facility, if available.

2.6 Exceptions to Access and Services. Notwithstanding the foregoing and any other term of this Agreement to the contrary, in the event the Vault is required by law, including any local, state, federal or governmental authority, to suspend the provision of services and/or access to the Facility, fees due to Vault shall not be suspended, and shall be due and payable as set forth below.

  1. Fees

3.1 Service Fees. Member will pay the Monthly Fee set forth in the Membership for the standard services and use of the Premises, plus any fees disclosed at the time of payment through the Proximity or other online system. Fees for special services (as set forth in the Basic Terms) will be invoiced and payable in arrears on the first day of the month following use of such services; Monthly Fees and all other amounts will be invoiced and payable in advance on the first day of each month. Member agrees to pay all invoiced charges on or before the fifth (5th) day of the month. Member further agrees to pay late fees of fifteen percent (15%) the total balance owed, or such lower maximum rate as permitted by law, if not paid by due date with or without any written notice by Vault. Member agrees to pay all costs and expenses including reasonable attorneys’ fees associated with the collection of any delinquent payments owed by Member to Vault.

3.2 Taxes and Third-Party Fees. You agree to pay promptly (i) all sales, use, excise and any other taxes and license fees which you are required to pay to any governmental authority (and, at Vault’s request, will provide evidence of such payment) in connection with your business, property, operations or any other reason whatsoever, and (ii) any taxes paid by Vault to any governmental authority attributable to the Facility, including, without limitation, any gross receipts, rent and occupancy taxes, or tangible personal property taxes. If required by law, you hereby acknowledge that Vault may withhold, collect and pay any such fee or tax which is your responsibility by including such amount in your related invoice.

3.3 Service Retainer. Member agrees to pay a Service Retainer in the amount set forth in the Membership. Member agrees that the Service Retainer will not be used as payment for Monthly Fees. In the event Member defaults in the performance of any of the terms of this Agreement, Vault may immediately and without prior notice, use, apply or retain the whole, or any part, of the Service Retainer for the payment of Monthly Fees, any fee for special services or any other payment due, or for payment of any other sums due by reason of default. If, upon termination of this Agreement, Member has fully and faithfully complied with all the terms and provisions of this Agreement, remitted all amounts due and payable, and surrendered all keys, access cards, building passes and all other property provided, the Service Retainer or any remaining balance, will be returned within sixty (60) days. Vault may require you to pay an increased Service Retainer if outstanding costs you owe exceed the Service Retainer or you fail to pay charges when due more than twice in any year.

  1. Damage to Premises by Member

4.1 Member agrees to pay all costs associated with the repair of damage caused to premises by Member’s activities or any act or omission of Member or Member’s guests that does not, in the opinion of Vault, constitute normal wear and tear. Member further agrees to compensate Vault for any costs incurred as a result of loss of use of any office space, common space, equipment and/or related supplies associated with damage caused by the Member.

4.2 Vault retains the right to inspect, repair, and improve office space assigned to Member as Vault deems necessary. Vault retains the right to show assigned office space to prospective members and shall make reasonable efforts to not disrupt the business activities of Member.

4.3 Member assumes all risk of loss of personal property of Member and Member’s agents, employees, contractors, and guests on the premises and agrees to maintain insurance to cover the risk of such loss. Member agrees to hold Vault harmless from such losses and indemnify Vault from such losses by Member’s employees, agents, contractors, and guests. Member waives all claims for recovery against Vault and Vault’s agents, employees, officers, directors, and assigns for damage to personal property of Member, and waives any and all claims for recovery against Vault and Vault’s agents, employees, officer, directors, and assigns of damage to personal property.

4.4 Member agrees that should the Premises become unusable or unsuitable due to damage not caused by Member or Member’s agents, contractors, employees, and guests, Vault may, at Vault’s discretion, elect to move Member to similar or larger office space until repairs can be completed or terminate the Agreement if repairs cannot render the Premises usable or suitable for Member within three (3) months. If repairs can be completed within three (3) months but similar or larger office space is not available, Vault may choose to repair the Premises and abate the Monthly Fees for the period the Premises are unusable or unsuitable to the Member.

  1. Liability and Indemnification

5.1 EXCEPT IN THE EVENT OF WILLFUL MISCONDUCT ON THE PART OF VAULT, VAULT SHALL NOT BE LIABLE, AND MEMBER SHALL INDEMNIFY AND HOLD VAULT AND VAULT’S AFFILIATES, AGENTS, ASSIGNS, DIRECTORS, EMPLOYEES, MEMBERS, OFFICERS, PARTNERS, AND SHAREHOLDERS HARMLESS FOR, ANY ACT OR OMISSION RESULTING IN DIRECT OR INDIRECT DAMAGES TO ANY PERSON, WHETHER ACTUAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR SPECIAL, INCLUDING ANY BODILY ILLNESS OR BODILY OR MENTAL INJURY TO ANY PERSON, THAT ARISE OR RESULT FROM THE USE OF THE PREMISES, THE FACILITY OR ANY SERVICES BY MEMBER OR MEMBER’S AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, GUESTS, MEMBERS, OFFICERS, PARTNERS OR SHAREHOLDERS.

5.2 MEMBER AGREES THAT NEITHER VAULT NOR VAULT’S AFFILIATES, AGENTS, ASSIGNS, DIRECTORS, EMPLOYEES, MEMBERS, OFFICERS, PARTNERS, OR SHAREHOLDERS SHALL BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES WHETHER ACTUAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR SPECIAL THAT ARISE OUT OF VAULT’S FAILURE TO PROVIDE ACCESS TO OR USE OF THE FACILITY, THE PREMISES OR ANY SERVICES, INCLUDING ANY INTERRUPTION TO THE BUSINESS OF MEMBER OR ANY THIRD PARTY RESULTING THEREFROM OR BODILY OR MENTAL INJURY TO MEMBER OR MEMBER’S AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, GUESTS, MEMBERS, OFFICERS, PARTNERS, AND SHAREHOLDERS; OR DAMAGE TO PERSONAL PROPERTY OF MEMBER OR MEMBER’S AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, GUESTS, MEMBERS, OFFICERS, PARTNERS, AND SHAREHOLDERS UNLESS SUCH DAMAGE IS PROXIMATELY CAUSED BY VAULT’S GROSS NEGLIGENCE OR WILLFUL CONDUCT.

  1. Termination; Renewal.

6.1 Notice to Terminate. Fifteen days prior to the end of the Membership Term, Member agrees to give Vault notice of intent to terminate this Agreement.

6.2 Notice of Renewal Terms. Upon request of Member, Vault will provide to Member the terms for renewal of this Agreement (the “Renewal Terms”). The Renewal Terms generally will be equal in time to the original Term of and upon the same terms and conditions as this Agreement, and the Monthly Fees will be the then-applicable Monthly Fees for the Premises and services. In the event Member fails to provide notice of Termination, this Agreement will automatically renew based on the Renewal Terms, as described above; provided that Vault’s failure to timely provide the notice of Renewal Terms shall not excuse Member’s failure to provide notice of termination.

6.3 Effect of Termination. Upon any termination of this Agreement, Member agrees to vacate the Premises and cease all use of the Facility and services and Vault will not be responsible for providing any further services. Member fails to vacate the Premises on or before the End Date, the terms of this Agreement will continue on a month-to-month basis at the then applicable Monthly Fees for the Premises (based on a month-to-month term) and services; and Member will be liable for any damages resulting from failure to vacate.

6.4 Termination by Default. In addition to the specific terms of default stated in Section 1.7 and 1.8, Member shall be in default if (a) Member fails to timely pay any invoice issued by Vault; (b) Member violates any provision of this Agreement and the violation is not cured within five (5) days after written notice of such violation is mailed to the Member or delivered to Member’s Premises; (c) Member makes any assignment of assets for the benefit of its creditors; or (d) Member appears, in the opinion of Vault, to be unable to meet its financial obligations under this Agreement. Vault’s failure to declare a default for any of the conditions set forth herein shall not be deemed a waiver of Vault’s right to declare future defaults. In event of default, Vault may terminate this Agreement at any time and without notice to Member and all amounts owed by Member to Vault shall be immediately due and payable; Member herein grants to Vault a lien on the contents of Member’s Premises in the event of default that may, in Vault’s discretion, be deemed abandoned, and such contents may be sold or held by Vault.

6.5 Costs of Enforcement and Collection. Member agrees to pay all costs and expenses, including reasonable attorneys’ fees incurred in connection with the enforcement of this Agreement or the collection of any amounts owed hereunder, for any declaratory relief sought by Vault, or for any action to preserve Vault’s rights under this Agreement.

  1. Solicitation of Vault’s Employees Prohibited

7.1 Member agrees that it will not, without Vault’s prior written authorization, directly or indirectly, individually or on behalf of any other person, entice or induce any employee or agent of Vault to leave the employment of Vault for the purpose of working for the Member during the term of this Agreement or for a period of one year after this Agreement terminates. Enticement includes engaging in any sort of contact with a Vault employee or agent for the purpose, directly or indirectly, of causing the Vault employee or agent to leave the service of Vault. Member further agrees that the damage to Vault caused by a breach of this provision would be extremely difficult to quantify, therefore Member agrees to pay to Vault liquidated damages equal to the annual compensation of the affected employee or agent.

  1. Other Provisions

8.1 This Agreement, and the Membership Terms, the Community Agreement and any addenda or Lease entered into by the Parties (collectively, the “Agreements”), represent the entire agreement between the Parties and supersedes all prior agreements. Each of the Agreements may not be amended except by a writing evidencing the Parties’ approval of the amendment and bearing the authorized signatures of Member and Vault. All waivers must be in writing, identify with particularity the rights being waived, and signed by the Party waiving rights.  Failure of Vault to enforce any right under law or the Agreements shall not be deemed a waiver of rights by Vault. The correction of any act or omission by Member shall not be deemed to cure any default by Member.

8.2 The Agreements are subordinate to any agreement between Vault and the holder of rights in real property or a mortgage interest to the Facility. The Agreements shall terminate immediately should Vault’s operations cease at the Facility.

8.3 You acknowledge and agree that the terms of the Agreements are confidential. You agree that you will not discuss them with any unrelated party (other than your own legal or financial advisors who serve under similar obligations of confidentiality) without the consent of Vault, unless required to do so by law or a governmental authority. This obligation continues after the termination of the Agreements.

8.4 All notices required to be given under the Agreements must be in writing. Notices shall be delivered to you personally or at your most recent address provided in writing to Vault, and to Vault at 2755 North Ave, Grand Junction, CO 81501

8.5 Terms not otherwise defined in the Agreements shall have their ordinary and customary meaning unless defined in a supplemental writing attached hereto.

8.6 Member may not sub-license or otherwise assign rights in the Agreements without written authorization of Vault, which shall not be unreasonably withheld. The Agreements may be assigned by Vault without notice to or consent of the Member.

8.7 The Agreements are made under, and will be governed by and construed in accordance with, the laws of the State of Colorado.

8.8 If two (2) or more persons have signed any of the Agreements on behalf of the Member, their obligations under the Agreements are considered joint and several.

8.9 You and Vault each represent and warrant to the other that such Party has the legal right and authority to enter into the Agreements.

8.10 If any provision of any of the Agreements is found to be contrary to law, the remainder of that provision and the remaining provisions of such Agreement will remain in full force and effect.

8.11 You enter into the Agreements with the full understanding and agreement that your Premises are part of a shared office environment and that the privacy and security of your property, both real and intellectual, are not the responsibility of Vault. You also understand that team suite(s) and cubicles are not constructed slab-to-slab. Your execution of the Agreements confirms that you are aware of the type of Facility to which you are committing.

8.12 Vault shall be entitled to rely on and provide you with additional services based on a request or notice from you to Vault (whether verbal, telephonic, electronic or in writing) and you shall be responsible for all costs charged as a result of such services thereafter provided by Vault.

8.13 PERSONAL GUARANTEE OF MEMBER’S OBLIGATIONS: Guarantor personally guarantees Member’s performance under this Agreement and hereby waives all defenses related to a material alternation of the underlying Agreement by the Parties.