TERMS AND CONDITIONS
A Squared Virtuals, A Squared Offices and A Squared Offices Locations (the "Services") are services operated by A Squared Offices LLC. ("A Squared Offices" or "Company") of 2056 West Park Place Blvd, Suite D, Stone Mountain, GA 30087, USA. This Agreement, which governs the terms and conditions of your use of the A Squared Offices and A Squared Communications Services, is between you (“You,” “User,” “Member,” or "Client"), as an authorized user of the Services, and the Company. Client agrees that the Services will be used only as provided in such terms and conditions for legitimate business purposes.
2. MEMBERSHIP BENEFITS
a) Services. Subject to the terms and conditions of this agreement, including any attachments, exhibits, and addenda (including any additional or supplemental Membership Details forms) (collectively, the “Agreement”) and any other policies we make available to you from time to time, during the Term (defined below), A Squared Offices 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.”
1. Non-exclusive access to the Office Space.
2. Regular maintenance of the Office Space, consistent with the maintenance provided to similar workspaces in the Premises, if we will not be responsible for damage exceeding normal wear and tear.
3. Furnishings for the Office Space of the quality and in the quantity typically provided to other A Squared Offices Member Companies with similar office space, workstations, and/or other workspace, as applicable, in the Premises.
4. Access to and use of the A Squared Offices Member Network site.
5. Access to and use of the shared Internet connection.
6. Use of the printers, copiers and/or scanners made publicly available in the Premises.
7. Use of the conference rooms in any A Squared Offices Premises during such Premises’ Regular Business Hours on Regular Business Days, subject to availability and your prior reservation of such conference rooms.
8. Heat and air-conditioning in the Office Space during Regular Business Hours on Regular Business Days.
9. Acceptance of mail and deliveries 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 an A Squared Offices employee’s signature indicating acceptance or should you use our mail and deliveries services for fraudulent or unlawful purposes.
10. Opportunity to participate in Members-only events, benefits and promotions.
11. Business Hours/Days. “Regular Business Hours” are generally from 8:00 a.m. to 6:00 p.m. on Regular Business Days in the time zone where the applicable Office Space is located, with the exception of days prior to local bank/government holidays, when Regular Business Hours end at approximately 4:00 p.m. “Regular Business Days” are all weekdays, except local bank/government holidays and up to three other days of which we will inform you.
Our Reserved Rights. We are entitled to access your Office Space, with or without notice, in connection with our provision of the Services, for safety or emergency purposes or for any other purposes. We may temporarily move furniture contained in your Office Space. We reserve the right to alter your Office Space, provided that we will not do so in a manner that substantially decreases the square footage of your assigned Office Space or related amenities. We may also modify or reduce the list of Services or furnishings provided for your Office Space at any time. The Services may be provided by us, an affiliate or a third party.
b) Office Space Not Timely Available. If we are unable to make the Office Space available by the Start Date for any reason, including due to (i) changes in construction plans, delays in obtaining permits, or any other obstacles in procuring space in any Premises, or (ii) delays caused by you or by changes requested by you, we will not be subject to any liability related to such inability, nor will such failure affect the validity of this Agreement. In this event, except as set forth in this Agreement, you will not be obligated to make payments of the Membership Fee until the Office Space is made available to you.
3. TERM; AUTOMATIC EXTENSION; TERMINATION or SERVICE DOWNGRADE. For A Squared Offices Communications Services, the Initial Term is one year. Communications services Product Downgrades or Terminations do require a 30day written notice as specified below. For A Squared Offices Locations, A Squared Virtual Offices, A Squared Virtual Meeting Room packages and A Squared Virtual Mail Box services, the Initial Term of this Agreement is six months or 12 months, in each case commencing on the date stated on Client's Contract or, if contracted online, the date the Client’s order is processed online or Client’s order is processed over the telephone. Unless properly terminated or downgraded, this Agreement will be automatically renewed and extended for successive periods equal to one month (each, a "Renewal Term") until terminated, as provided herein, by either Client or A Squared. If Client chooses to switch Virtual Office Location related services during any term of agreement, agreement term shall start again for a 12 months term at time of switch. Client may terminate or downgrade Services upon expiration of the Initial Term or any Renewal Term by giving written notice of termination / downgrade 30 days prior to the end of the existing Term for Communication Services and 30 days prior to the end of the existing term for Virtual Office Location Services. For Communications Services, once a written notice of termination / downgrade has been received, Communications Services will terminate / downgrade on the last day of Client's following complete recurring billing cycle. No prorated refunds shall apply and Client is still liable for any and all overage charges if applicable during final term of agreement. Client's written notice to terminate the Agreement must be in writing, and must be sent by either (a) email addressed to , or (b) by certified mail, return receipt requested, sent to A Squared Offices, LLC, attn.: Contract Terminations, 2056 West Park Place Blvd, Suite D, Stone Mountain, GA 30087. A Squared Offices’ written notice to terminate the Agreement shall be sent by either (a) email to Client's email address on record with A Squared, or (b) by first class mail to Client's last known address on record with A Squared. Upon termination of the Agreement for whatever reason, it is the Client's responsibility to notify all parties of Client's change of address and/or communications services. Subsequent mail sent to the virtual office location will be returned to sender if applicable and all virtual mailbox and communications services will terminate at that point. The standard fee during any extension period shall be equal to the then current standard fee for the User's services.
4. MODIFICATIONS TO THE SERVICE. The Company reserves the right to modify or discontinue all or part of the Service, temporarily or permanently, with or without notice to User, and is not obligated to support or update the Service. The amended Terms shall be effective immediately after they are posted on A Squared Offices’ website, www.asquaredvirtuals.com. User's continued use of the Service after the posting of the amended Terms on the Site constitutes User's affirmative: (a) acknowledgment of the Terms and its modifications; and (b) agreement to abide and be bound by the Terms, as amended. User acknowledges/agrees that the Company shall not be liable to User or any third party in event that the Company exercises its right to modify/discontinue all/part of the Service.
5. MODIFICATION OF USER RATES. Retail rates for services published on A Squared Offices or A Squared Offices related websites may reflect promotional only pricing limited for a certain amount of time or available only to first time customers. The Company reserves the right, in its sole discretion, to change User pricing upon thirty (30) days' notice. Notwithstanding the foregoing, if a User utilizes greater than the number of telephone or messaging or faxing minutes included in User's monthly plan, the Company reserves the right to immediately charge the User for such use at a rate of 10 cents (U.S.) per automated minute and $1.25 (U.S.) to $1.75 (U.S) per live minute for all minutes over the plan minute threshold when calling destinations within the continental USA based on user’s communication plan type. When calling destinations outside of the continental USA, international long-distance rates may apply. Contact A Squared customer service for current international long-distance rates. Voice to text transcriptions are charged at the rate of 3 cents per word if applicable.
6. CHARGES, MEMBERSHIP FEES, PAYMENTS. By electing to purchase subscription-based services, You warrant that all information You submit is true, legally valid and accurate (including without limitation Your credit card number(s), billing address and expiration date) and You agree to pay all subscription and additional usage fees You incur, plus all applicable taxes.
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, (i) Prorated Monthly Fee, First Month’s Payment and (ii) the Set- Up Fee. In the event you owe us other fees, you must pay them separately. Subject to the complete satisfaction of your obligations under this Agreement, we will return any balance after deducting outstanding fees and other costs due to us, to you by ACH within thirty (30) days (or earlier if required by applicable law) after the later of (1) the termination or expiration of this Agreement (2) the date on which you provide to us all account information necessary for us to make such payment and (3) your complete performance of all your obligations under this Agreement, including any obligations applicable following termination or expiration of this Agreement.
Membership Fee. During the Term (defined below) of this Agreement, we will process payment for your Membership Fee and other then-outstanding fees, in advance, monthly and no later than the fifth (5th) business day of each month. You shall be responsible for having the necessary funds available in your payment account as of the first (1st) day of the month. The Membership Fee set forth on the Membership Details form covers the Services for only the number of Members indicated in the Membership Details form. Additional Members will result in additional fees.
Invoices. A Squared Offices 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.
Overage Fees. Each month, you will receive a certain number of credits for conference room use, copies, printouts and other products and services we may offer from time to time, as specified on the Membership Details form. These allowances may not be rolled over from month to month. If these allocated amounts are exceeded, you will be responsible for paying fees for such overages. The current overage fee schedule is available upon request and is also emailed to your email account on file. 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 of the month in which such payment is due, you will be responsible for paying the then-current late charge. Any payment received after the due date will be assessed a $35 late payment fees. All billing of applicable subscription charges is starting at time of sign up.
Form of Payment. We accept payment of all amounts specified in this Agreement solely by direct withdrawal from your bank account or credit card. If you elect to pay via direct withdrawal, you are required to maintain sufficient money in your bank account to pay the fees described in this Agreement and to inform us promptly of any changes to the account. If you elect to pay via credit card, you are required to inform us promptly of any changes to your credit card information and must ensure that you replace such credit card and update the relevant information prior to its expiration date. 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 checking, savings or credit card account may be used at any given time to make payments under this Agreement. If payment via credit card fails on two occasions, we may require you to make payments via direct withdrawal. Outstanding Fees. When we receive funds from you, we will first apply funds to any balances which are in arrears and to the earliest month due first. Once past balances are satisfied, any remaining portion of the funds will be applied to current fees due. If any payments remain outstanding after we provide notice to you, we may, in our sole discretion, withhold Services or terminate this Agreement in accordance with House Rules.
No Refunds. There are no refunds of any fees or other amounts paid by you or your Members in connection with the Services. a. Payment of Your account balance and other applicable charges is due monthly and must be made by the valid credit card(s) designated by You. You must promptly notify the Company of changes to: (a) the account number or expiration date of Your designated credit card(s); (b) Your billing address; or (c) cancellation, theft or loss of Your designated card(s).
b. If payment for Your account is not received from the card issuer or its agents, You agree to pay all amounts due, including late payment fees and collection costs, upon demand. Each time you use the Service, or allow or cause the Service to be used, You agree and reaffirm that the Company is authorized to charge Your designated card(s). You agree that the Company may (at its option) accumulate charges incurred during Your monthly billing cycle and submit them as one or more aggregate charges during or at the end of each cycle, and that the Company may delay obtaining authorization from Your card issuer until submission of the accumulated charge(s). A Squared reserves the right at any time to withhold any services provided under this Agreement (with or without notice) or to terminate the Agreement if fees are not paid by the end of the day they are due or the funds due from any applicable retainers have not been cleared. Actual collection fees incurred by A Squared Offices, up to 100% of the account balance, will be added to the unpaid balance. Additionally, You agree to pay A Squared Offices 1.5% interest per month on all amounts owing and not paid when due. The Company reserves the right to suspend or terminate Your Service account without notice upon rejection of any card charges or if Your card issuer (or its agent or affiliate) seeks return of payments previously made to the Company when the Company believes You are liable for the charge. Such rights are in addition to and not in lieu of any other legal rights or remedies available to the Company.
c. Your set up fees (if applicable) and recurring service fees are payable in advance and are non-refundable. Virtual office address set up fees may include complimentary online notary services to assist with customer’s CMRA rules and regulations process. You agree that the Company may submit charges for Your monthly service fee each month, without further authorization from You, unless You provide prior notice that You have terminated this authorization or wish to change Your designated credit card(s). Such notice will not affect charges submitted before the Company reasonably could act on Your notice. (Note: the Company takes no responsibility for contacting You prior to charging Your designated credit card for Your recurring service fee.) If You have any question regarding any charges that have been applied to Your account, You must contact the Company's Customer Service Department within 30 days of the charge date. Failure to use Your account will not be deemed a basis for refusing to pay any charges submitted by the Company in accordance with this Agreement.
d. All Service packages that include a toll-free, local or international access number include a number of monthly telephone minutes as part of the recurring service fee. Live and automated minute usage charges are billed in one second increments. Communications plans include an allowance of up to 10,000 automated minutes per monthly billing cycle. The Company reserves the right to bill subscribers for usage above and beyond the subscribers plan's monthly minutes at a rate of 10 cents (U.S.) per automated minute and $1.25 to $1.75 per live minute when calling destinations within the continental USA or Canada based on user’s communication plan. When calling or faxing to destinations outside of the continental USA or Canada, international rates apply from the first minute. Faxes are charged by the page (inbound and outbound) and are typically equivalent to one automated minute per page. Usage fees will be billed in arrears and charged to your credit card(s) of record. Conference calls are billed as automated minutes and if a toll free bridge number is used, billing shall apply equally for each participant, if a local bridge number is used billing shall apply only to call initiator. Administrative services shall be charged on an hourly fee and billed in 1 minute increments. You agree that the Company may submit these charges to Your credit card of record, without further notification or authorization from You. In the event Your account is terminated, the Company has the authority to charge Your credit card(s) of record for any additional usage fees You may have accrued while still an active subscriber. You may port you're your current toll-free number to us, with your current providers permission, for a one-time $225.00 port fee. The Company owns all numbers used on the Service and toll free or local numbers may not be moved away from the Company unless Client did port a number to A Squared Offices originally, in which case a one-time $375.00 port fee will apply to port number away.
f. All Service packages that include Virtual Mailbox services include 150 monthly envelopes and/or package address labels scan transactions as part of the recurring service fee. The Company reserves the right to bill subscribers for usage above and beyond the subscribers’ plan's monthly allowances at a rate of up to 50 cents per address label scan. Any and all additional charges pertaining to the usage and/or customer requested actions including mail content scanning, mail forwarding and other special user requests or actions required due to lack of customer communication or notification may be billed at applicable administrative and/or specifically scheduled rates. A Squared Offices’ Virtual Mailbox service will only perform actions based upon customers initial electronic request. Any and all changes pertaining to mail forwarding and/or mail recipient instructions will need to be approved and administered by A Squared staff in order to take effect. Automatic ongoing monthly subscription charges will be billed to customer credit card(s) if proper termination notice has not been received and acknowledged at least 30 days prior to expiration of service billing cycle date. The Virtual Mailbox service can only be used in combination with an active virtual office address product and carries the same legal and liability requirements as outlined in section 6 below.
6. SERVICES/MAIL. The United States Postal Service (USPS) requires the following compliance from the Client under the provisions of Rule 66, Federal Register 56993, November 14, 2001, which govern Commercial Mail Receiving Agencies (CMRA). If the location You signed up for is, or is hereafter deemed to be, a CMRA, then You agree to make the address format for Your business the following: Company Name, Client Name PMB#____ (PMB# will be assigned after set up forms have been submitted) XYZ Street, Suite 123, City State Zip. Your failure to comply with this regulation may, at our sole discretion, be declared an act of default. You agree to furnish us with a completed and fully NOTARIZED CMRA Form 1583. Incomplete and/or partial CMRA forms and related documents will not be accepted and may require client to resubmit. Additional fees may apply at that point. Before mail may be received or any other location-related Services may be reserved or used, all persons for whom we handle mail, or who collects mail from the location, must provide us with a Government issued photo ID, plus one other form of acceptable identification, as specified in Form 1583. Any client that has reserved a virtual office location is required to provide proper identification and fully notarized forms with clearly visible stamp or seal as stated above, no matter the country of origin. Additional forms may be required to satisfy certain local or individual location needs. Some Domestic and International virtual office locations may require additional forms or details as part of overall compliance.
NOTE: Additional business entity names or “DBA’s” are required to register for a separate virtual office address and related services. Normal retail rates, initial set up fees and set up requirements apply. A Squared Offices or any of its partners/affiliates DO NOT offer any guarantees as to the benefits or validity of a “Virtual Office Address” related or pertaining to search engine marketing, search engine optimization and/or potential map/directory listings.
Acceptable identification includes: valid driver's license or state non-driver's identification card; armed forces, government, university, or recognized corporate identification card; passport, alien registration card or certificate of naturalization; current lease, mortgage or Deed of Trust; voter or vehicle registration card; or a home or vehicle insurance policy. A photocopy of your identification may be retained by agent for verification. Social Security Cards, Birth Certificates, Credit Cards are not acceptable.
User agrees to abide by all CMRA rules and regulations. At termination of this Agreement, You agree that all mail thereafter will be marked "Return to Sender," and no further mail or deliveries will be accepted. Client may use the address of A Squared Offices and/or its agents as specified above in this Agreement as Client's business address, subject to exception in certain locations, but not as Client's registered office address. Mail will be handled according to instructions specified by the Client, and the Client will be responsible for all resulting forwarding and service charges. If Client elects to have mail or packages shipped or forwarded via Federal Express, United Parcel Service, DHL or any other overnight / express shipping methods, Client is obligated to provide his own shipping account to A Squared Offices to charge said services to. Any violation of USPS regulations may result in termination of Services by A Squared Offices and may subject the violator to fines or imprisonment. If A Squared Offices has been instructed to forward mail, neither A Squared Offices nor its agents shall be responsible for any delay or loss of mail during the forwarding process. A Squared Offices will not accept any items exceeding 10 lbs. in weight, 18" in any dimension, or 1 cubic foot in volume, or if the item contains any dangerous, live or perishable goods, and A Squared Offices shall be entitled in its absolute discretion to return uncollected items or refuse to accept any quantity of items it considers unreasonable or unlawful. The Client warrants that it will not use any of the Services for any obscene, illegal, immoral or defamatory purposes and will not in any way involve A Squared Offices LLC into disrepute. The Client will not in any way use or combine the A Squared Offices LLC name, in whole or in part, for the purpose of trading activities. A Squared Offices LLC will not be liable for any loss sustained as a result of any mechanical breakdown, strike, delay or failure of any staff, manager or caretaker to perform their duties. This Agreement is interpreted and enforced in accordance with the laws of the state of GEORGIA, USA.
In addition to any rules, policies and/or procedures that are specific to your Main Premises: 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; carts, dollies and other freight items which may be made available may not be used in the passenger elevator except at our discretion; for security reasons, we may, but have no obligation to, regularly record certain areas in the Premises via video; we may disclose information about you or your Members as necessary to satisfy any applicable law, rule, regulation, legal process or government request or as we otherwise deem reasonably necessary for the protection of us, other Member Companies or other Members; you and your Members will abide by other rules and regulations as determined by us and communicated to you, including by email. We may add, delete or amend the rules and regulations at our reasonable discretion and with notice to you, provided that neither the enforcement of such rules nor the additions, deletions or amendments of such rules shall be discriminatory—that is, such rules or additions will similarly apply to all Members and Member Companies with Office Space in the Premises receiving similar services; 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 who is younger than the legal age for consuming alcohol in the applicable jurisdiction; your Office Space has a limited capacity. If the number of Members or other individuals regularly using your Office Space exceeds the number allocated on your Membership Details form, you will be required to pay the then current additional fee In no event will the number of Members exceed1.5 times the number of desks in the Office Space, regardless of additional fees paid. We reserve the right to further limit the number of Members allowed at any point; 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 event at the Premises; you may not make any alterations and/or installations of additional design elements and furniture in the Office Space without prior consultation and approval by us.
All alterations and/or installations are subject to our community guidelines. In the event that any alterations and/or installations are made, you shall also be responsible for the full cost and expense of the removal of any such items and any restoration necessitated by any such alterations. To the extent that we incur any costs in connection with such alteration, installation or removal which are not otherwise paid by you we shall deduct such costs from the Service Retainer. Prior to any such alteration, installation or removal you shall coordinate with the A Squared Offices Operations manager at the Premises to discuss the appropriate time, manner and means for our facilities team to perform such alteration, installation or removal, at no time shall you or any of your Members perform any alteration, installation or removal yourself; you have no expectation of privacy or security with respect to A Squared Offices’ Internet connection, networks, telecommunications systems or information processing systems (including any stored computer files, email messages and voice messages), and your activity and any files or messages on or using any of those systems may be monitored at any time without notice, including for security reasons and to ensure compliance with A Squared Offices’ policies, regardless of whether such activity occurs on equipment owned by you or A Squared Offices; 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; and you grant us permission to use your name, trademark and/or logo to identify you as a Member of A Squared Offices, alongside those of other Members, on a public-facing “Membership” display on our www.asquaredvirtuals.com website. You acknowledge that we may, from time to time, use your name, trademark and/or logo incidentally and/or in passing in connection with promotion of our and our partners’ businesses, products and services during and after the Term. To the extent (i) any such use is objectionable to you, (ii) you notify us of your objections in writing and (iii) provided that we work promptly and in good faith to remove or minimize to the extent reasonably possible under the circumstances the effect of the objected-to conduct, you hereby waive any claims or damages against us relating to such use.
No Member will: perform any activity 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 to conduct or pursue any illegal activities; use the Services to conduct any activity that is generally regarded as offensive; attach or affix any items to the walls or make any other alterations to the Office Space, or install antennas or telecommunication lines or devices in the Office Space or the Premises or bring any additional furniture into the Office Space or the Premises, in each case without our prior written consent; misrepresent himself or herself to the A Squared Offices community, either in person or on the A Squared Offices Member Network; take, copy or use any information or intellectual property belonging to other Member Companies or their Members or guests, including without limitation 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 “A Squared Offices” or any of our other business names, trademarks, service marks, logos, trade dress, 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; 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; or install any locks to access the Office Space or anywhere within the Premises, unless authorized by us in advance; or allow any guest(s) to enter the building without registering such guest(s) and performing any additional required steps according to our policies. You are responsible for ensuring your Members comply with all House Rules.
ADDITIONAL AGREEMENTS: Technology Release. 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, from time to time, at a Member’s request, we or an affiliate, or our or their agent or service provider, may help troubleshoot problems a Member may have in trying to access certain functionalities, such as printing or accessing the Internet. Regarding the foregoing, you agree that we and our affiliates: are not responsible for any damage to any Member’s computer, tablet, mobile device or other electronic equipment, or otherwise to Member’s system, related to such technical support or downloading and installation of any software; do not assume any liability or warranty in the event that any manufacturer warranties are voided; and do not offer any verbal or written warranty, either expressed or implied, regarding the success of any technical support.
Waiver of Claims. To the extent permitted by law, you, on your own behalf and on behalf of your Members, employees, agents, guests and invitees, waive any and all claims and rights against us and our landlords at the Premises and our affiliates, parents, and successors and each of our and their employees, assignees, officers, agents and directors (collectively, the “A Squared Offices Parties”) resulting from injury or damage to, or destruction, theft, or loss of, any property or person.
7. LINKS. The Service or related websites may provide links to other Websites or resources. User agrees that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, products or services available on such external sites or resources.
8. INTELLECTUAL PROPERTY RIGHTS. User acknowledges that content, including but not limited to policy information, text, software, music, sound, photographs, video, graphics, the arrangement of text and images, commercially produced information, and other material contained on the Site or through the Service ("Content"), is protected by copyright, trademarks, service marks, patents or other proprietary agreements and laws and User is only permitted to use the Content as expressly authorized by the Company. These Terms do not transfer any right, title, or interest in the Service, Site or the Content to User, and User may not copy, reproduce, distribute, or create derivative works from this Content without express authorization by the Company. User agrees not to use or divulge to others any information designated by the Company as proprietary or confidential. Any unauthorized use of any Content contained on the Site or through the Service may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.
EXCEPT AS SPECIFICALLY PERMITTED HEREIN, NO PORTION OF THE INFORMATION ON THE SITE MAY BE REPRODUCED IN ANY FORM, OR BY ANY MEANS, WITHOUT PRIOR WRITTEN PERMISSION FROM THE COMPANY. USERS ARE NOT PERMITTED TO MODIFY, DISTRIBUTE, PUBLISH, TRANSMIT OR CREATE DERIVATIVE WORKS OF ANY MATERIAL FOUND ON THE SITE FOR ANY PUBLIC, PERSONAL OR COMMERCIAL PURPOSES.
9. TRADEMARKS. "Company Trademarks" means all names, marks, brands, logos, designs, trade dress and other designations the Company uses in connection with the Service or any other service. User acknowledges the Company' rights in the Company Trademarks and agrees that any and all use of the Company Trademarks by User shall inure to the sole benefit of the Company.
10. DISCLAIMER OF WARRANTIES. USER EXPRESSLY AGREES THAT USE OF THE SITE AND THE SERVICE IS AT USER'S SOLE RISK. THE SITE AND THE SERVICE ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABLITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS WELL AS ALL WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. THE COMPANY MAKES NO WARRANTY THAT THE SITE OR SERVICE WILL MEET USER'S REQUIREMENTS, OR THAT THE SITE OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE OR VIRUS-FREE NOR DOES THE COMPANY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY CONTENT OR ANY INFORMATION OR PRODUCTS OBTAINED THROUGH THE SITE OR SERVICE OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. USER UNDERSTANDS AND AGREES THAT ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR SERVICE IS DONE AT USER'S OWN DISCRETION AND RISK AND THAT USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO USER'S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES UNDER CERTAIN CIRCUMSTANCES; CONSEQUENTLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO USER, IN WHOLE OR IN PART.
11. LIMITATION OF LIABILITY. As a condition of use of the Service, and in consideration of the Services provided by the Company, User agrees that neither the Company, nor any officer, affiliate, director, shareholder, agent, contractor or employee of the Company (the "Company Affiliates"), will be liable to User or any third party for any direct, indirect, incidental, special, punitive, or consequential damages, loss of profits, loss of earnings, loss of business opportunities, damages, expenses, or costs resulting directly or indirectly from, or otherwise arising in connection with the Service, Site or Content; including but not limited to any of the following: Reliance, Termination, Infringement, Force Majeure. The limitations set forth in this section apply to acts, omissions, negligence, and gross negligence of Company and/or the Company Affiliates, which, but for this provision, would give rise to course of action in contract, or any other legal doctrine. The Company shall not be liable for any direct, indirect, incidental, punitive, special, multiple, or consequential damages resulting from the use or inability to use the Services or for cost of procurement or substitute goods and services or resulting from any products or services purchased or obtained through the site including loss of profits, use, data or intangible property, even if the Company has been advised of the possibility of such damages. The entire liability of the Company and Your exclusive remedy with respect to the use of the site and service are limited to the lesser of (1) the amount actually paid by You for the Service during the three (3) months preceding the date of Your claim; or (2) US $500.00. You hereby release the Company and the Company Affiliates from any all obligations, liabilities and claims in excess of this limitation.
12. NO RESALE OF THE SITE. User agrees not to reproduce, duplicate, copy, sell resell, exploit or make any commercial use of or access to the Service, without the express written consent of the Company.
13. LAWFUL USE. User agrees that use of the site is subject to all applicable national, state, and local laws and regulations, and that User is solely responsible for the contents of its communications through the Service.
14. INDEMNIFICATION. User will defend, indemnify and hold harmless the Company and the Company Affiliates, and their respective successors and permitted assigns, from and against any claim, suit, demand, loss, damage, expense (including reasonable attorneys' fees and costs) or liability that may result from, arise out of or relate to: (a) acts or omissions by User arising out of or in connection with this Agreement; (b) intentional or negligent violations by User of any applicable laws or governmental regulation, (c) contractual relations between the User and a third party; or (d) infringement of intellectual property rights including, but not limited to, rights relating to patent and copyright. User acknowledges that the Company has no control over the content of information transmitted by User or User's customers and that the Company does not examine the use to which User or User's customers put the Service or the nature of the information User or Users customers send or receive. User hereby indemnifies and holds harmless the Company and Company Affiliates from any and all loss, cost, damage, expense, or liability relating to or arising out of the transmission, reception, and/or content of information of whatever nature transmitted or received by User or Users.
15. ACCESS TO PASSWORD PROTECTED/SECURE AREAS. Access to and use of password protected and/or secure areas of the Site is restricted to authorized users only. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution.
16. TERMINATION & EFFECT. The Company may terminate or suspend access to the Service or Site with or without cause at any time and effective immediately. Reasons for termination or suspension shall include, but are not limited to, the following: inactivity of the User; violation of any terms listed in this policy; or failure to pay for Services. The Company shall not be liable to User or any third party for termination of the Service or Site. Should User object to any provision of the Terms or any subsequent modifications thereto or become dissatisfied with the Service or Site in any way, Users only recourse is to immediately: (a) terminate use of the Service and Site; and (b) notify the Company of termination. Upon termination of access to the Service and Site, User's right to use the Service and Site shall immediately cease. In the event of User default, User agrees to pay all costs, expenses and reasonable attorneys' fees expended by A Squared Offices LLC in enforcing this Agreement or collecting any sums due hereunder both in and out of bankruptcy and before and after judgment.
17. SEVERABILITY. In the event that any provision of the Terms shall, in whole or in part, be determined to be invalid, unenforceable or void for any reason, such determination shall affect only the portion of such provision determined to be invalid, unenforceable or void, and shall not affect in any way the remainder of such provision or any other provision of the Terms. The Company's failure to act with respect to a breach by User or others does not waive its right to act with respect to subsequent or similar breaches.
18. CONFIDENTIALITY. Client recognizes that Client may, in the course of obtaining or using the Services, come into possession of or learn confidential and proprietary business information of A Squared ("Confidential Information"). Client agrees that during the Term of this Agreement and thereafter: (a) Client shall provide, at a minimum, the care to avoid disclosure of unauthorized use of Confidential Information as is provided with respect to Client's own similar information, but in no event less than a reasonable standard of care; (b) Client will use Confidential Information solely for the purposes of this Agreement; and (c) Client will not disclose Confidential Information to any third party without the express prior written consent of the Company. Upon termination, Client will promptly return to the Company any Confidential Information. If the Company transfers its business or any business segment that provides Services to Client, the Company is authorized to transfer all User information to Company's successor. A Squared may elect to record calls at any time for training or quality assurance.
19. OWNERSHIP. All programs, services, processes, designs, software, technologies, trademarks, trade names, inventions and materials comprising the Service are wholly owned by the Company and/or its licensors and service providers except where expressly stated otherwise. User agrees that User is not the owner of any phone number assigned to User by the Company. Upon termination of account for any reason, such number may be re-assigned immediately to another customer. Company may from time-to-time need to change the number assigned to You. Company will not be liable for damages (consequential or special) arising out of such re-assignment or number change. User hereby waives any claims with respect to such change. User is not authorized to charge services to number assigned, any such charges will give the Company the right to immediately terminate Your account without notice and bill such charges to User.
20. CONFERENCE, TRAININGS AND EVENTS TERMS AND CONDITIONS. Company entitles Users to hire offices, meeting rooms and conference services ("Facilities") by the day, half day or hour from A Squared Offices LLC, its Partners, and members. Use of any Facilities will be subject to: (i) availability of the Facilities; (ii) payment of all fees and charges incurred in reserving and/or using the Facilities; and (iii) compliance with the terms and conditions and/or house rules from time to time applicable to the Facilities. Unless otherwise agreed in writing, settlement of all fees and charges incurred in reserving and/or using the Facilities is to be made by Client prior to use and shall not be considered guaranteed until written confirmation has been provided to Client. The Office Drop-in plan and any requests made for a date or time outside normal business hours of the specific location cannot be combined with any other promotions, offerings or discounts. Conference and Training Cancellations or changes received earlier than 48 business hours prior to the reserved date will be charged USD. $25.00. Events Cancellations or changes received earlier than 48 business hours prior to the reserved date will be charged USD. $100.00. cancellation/handling fee, and cancellations / changes received within 48 business hours of the reserved date will be charged the total fee. This also applies if the booking was made less than 48 business hours of reservation date/time. Any costs incurred to third party suppliers (e.g. caterers or equipment suppliers) as a result of cancellation will be payable in full by the Client. Reservations not made through A Squared Offices are not guaranteed in any way and no pricing structure is guaranteed for reservations not made specifically with A Squared Offices. Client's written notice to change or cancel an existing reservation must be in writing and must be sent by email addressed to or performed electronically in client's reservation account on www.asquaredvirtuals.com.
DAMAGES WAIVER: User hereby authorizes A Squared Offices to charge initial applicable reservation fees and any and all applicable variable fees including fees incurred for any potential damages.
You will not damage, deface or alter the meeting space, furniture, furnishings, walls, ceilings, floors, equipment or make or suffer to be made any waste, obstruction or unlawful, improper or offensive use of the meeting space or the common area facilities. You will not cause damage to any part of the building or our property or disturb the quiet enjoyment of any licensee or occupant of the building. At end of your reserved time, the meeting space assigned to you, if any, will be in as good condition as when you first occupied it, normal wear and tear excepted and we may apply additional charges in case of any damage to the facilities. We retain the right to enter your reserved meeting space to inspect it, to make repairs and alterations as we reasonably deem necessary and the cost of any repair resulting from an act or omission by you or your employees, guests and invitees will be reimbursed to us by you upon demand. You assume all risks of loss with respect to your personal property and the personal property of your agents, employees, contractors and invitees, within or about the facilities. You agree to waive any and all acts of recovery against us, or our directors, licensors, officers, agents, servants and employees, for loss of, or damage to your property or the property of others that is under your control to the extent of such loss or damages covered or required to be covered by any insurance policy.
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 Georgia, U.S.A. and the United States without regard to conflicts of law’s provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods or Georgia’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 Atlanta, GA, USA 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 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 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.
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 6 of this Agreement, respectively, and changes to the House Rules will be governed by Section 2 of this Agreement. With respect to other sections of this Agreement, we may from time to time update this Agreement and will provide notice to you of these updates. You will be deemed to have accepted the new terms of the Agreement following the completion of one (1) full calendar month after the date of notice of the update(s). Continued use of the Office Space or Services beyond this time will constitute acceptance of the new terms.
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. A Squared Offices 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 A Squared Offices’s reasonable control, including without limitation (i) any delays or changes in construction of, or A Squared Offices’ 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.
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. A Squared Offices may send notices to either (or both) the Primary Member or the Authorized Signatory, as A Squared Offices 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 A Squared Offices 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 the Agreement. Any use of “including,” “for example” or “such as” in this Agreement shall be read as being followed by “without limitation” where appropriate.
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.
OFAC. You hereby represent and warrant that (i) neither you nor any of your Members are or will be, at any time during the Term, an entity or individual listed on the Specially Designated Nationals and Blocked Persons List published by the U.S. Department of Treasury, as updated from time to time and neither you nor any of your Members will, at any time during the Term, engage in any activity under this Agreement, including the use of Services provided by A Squared Offices in connection with this Agreement, that violates applicable U.S. economic sanctions laws or causes A Squared Offices to be in violation of such U.S. economic sanctions laws.
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.
21. REGISTERED AGENT. Registered Agent Services will be provided by A Squared Offices. If you purchased Registered Agent Services from A Squared Offices, you must pay your registered agent fee annually for A Squared Offices to continue to provide service to you. Payment will be processed to the credit card on file 30 days prior to the annual renewal date. Changes to this service are regulated by specific state laws. All registered agent fees are non-refundable. To discontinue this service, you must provide proof to A Squared Offices that A Squared Offices or any of its affiliates are not listed as the registered agent with a state or any other official agencies or (ii) your company has been dissolved. A Squared Offices will continue to act as registered agent and charge for the service as long as A Squared Offices or any of its affiliates are listed as the registered agent with the state or any other official agencies.
You agree that A Squared Offices may charge your credit card on file annually for any renewable services you ordered including, without limitation, Registered Agent Service, Annual Report Preparation and File Service, or any other similar service. It is your responsibility to maintain an updated payment method on file with us for us to continue providing the services. You are responsible for notifying us of your desire to cancel the service(s) and to avoid any future charges by contacting us.
IF YOU DO NOT PAY YOUR REGISTERED AGENT ANNUAL FEE, WE RESERVE THE RIGHT TO RESIGN AS REGISTERED AGENT. THIS MAY CAUSE YOUR ENTITY TO FALL OUT OF GOOD STANDING IF YOU DO NOT APPOINT A NEW REGISTERED AGENT AND MAY RESULT IN ADDITIONAL TAXES, COSTS, PENALTIES, AND OTHER ADVERSE CONSEQUENCES.