MEMBERSHIP AGREEMENT. This “Membership Agreement” governs the Membership Services to be provided to the Member (referred to herein as “Member”, “You” or “Your”), as set forth below, and includes (a) the Terms and Conditions described herein, (b) the Membership Details Form, and (c) Boston Offices Rules and Regulations, which are incorporated herein by reference and available on Boston Offices website (www.BostonOffices.com). To the extent of any conflict between the Membership Details Form and these Terms and Conditions and/or Boston Offices Rules and Regulations, the Membership Details Form shall govern.
USE OF SERVICES.
USPS Rules and Regulations. You agree to abide by all Commercial Mail Receiving Agency (“CMRA”) rules and regulations. Upon termination of your Virtual Mail Membership with Boston Offices: (1) you may not file a change-of-address order with the USPS; (2) all mail received by Boston Offices following termination shall be marked “Return to Sender”; and (3) no further mail or deliveries will be accepted by Boston Offices.
Package and Mail Forwarding. Boston Offices will not: (1) forward any “packages” that are addressed to locations outside of the United States or (2) forward any package or mail that is not business correspondence. All such mail or packages shall be marked “Return to Sender”.
Address Format. All Virtual Mail must be addressed in the manner described in your Welcome Email, or it will not be delivered: You must include the Suite Number we provide.
Lawful Use; Boston Offices Reputation. You agree that the use of all Membership Services and Additional Services (collectively, “Services”) is subject to all applicable federal, state and local laws and regulations, and that you are solely responsible for the use and contents of any Virtual Mail or Phone Membership Services. You may use Boston Offices and its services only for lawful purposes and in a lawful manner. You agree that when using any Boston Offices Services you will not, inter alia: (i) use Boston Offices or its services in connection with contests, pyramid schemes, chain letters, junk email, spamming or sending of any duplicative or unsolicited message (commercial or otherwise); (ii) defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others or (iii) publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful information. You shall not use the Boston Offices name in any form or manner or in any way bring the Boston Offices name or business into disrepute, as determined by Boston Offices in its sole discretion.
ADDITIONAL SERVICES. In addition to the Membership Services, Boston Offices may provide additional services (“Additional Services”)(“Membership Services” and “Additional Services” are referenced herein, collectively, as “Services”). You agree to pay for all Additional Services you use in accordance with this Agreement. Boston Offices reserves the right to modify the pricing of any of the additional Services following thirty (30) days’ notice as posted on this Boston Offices website www.BostonOffices.com. The current Additional Services typically offered by Boston Offices, and pricing for such Additional Services, is as follows:
Any services provided to Member in addition to the above shall be charged to Member as follows:
| Telephone call patching $45/per person
Extra voice mailbox $15/month/box Calls over 50 minute plan are $1.54/minute Private Day Office $35/hour, $165/day Conference Room $46/hour, $199/day Board Room $70/hour, $385/day Executive Board Room $90/hour, $495/day Copying 15¢/copy B&W or 37¢/color Mailbox Key (if available) $49 key deposit Mail notification: $19 per month |
Administrative Assist $6 per 6 minutes increment
Courier/Postage: Cost plus 25% Express/priority handling: $3 per item Expedited mail scan: $15 per item Mail scan: 75¢ per page Mail forward 1 time per week included then $5 per request. Fax (excluding line charges): Free |
PAYMENTS.
Deposit and Setup Fees. Upon completing our online signup process, you will be obligated to deliver to Boston Offices the Deposit and Setup Fees, in the amount(s) set forth on Your Membership Details form. The Deposit will be held as a retainer for performance of all Your obligations under this Membership Agreement and is not intended to be a reserve from which fees may be paid. In the event You owe us other fees, You may not rely on deducting them from the Deposit, but must pay them separately.
Membership Fees. Payment of all Membership Fees must be made, in advance, before the first day of the month for which the Membership Fee is due. From time to time, we may increase our pricing, including, but not limited to, your monthly Membership Fee. We will provide You with at least two (2) full calendar months’ notice of any such increase. Continued use of the Membership Services for more than one (1) full calendar month following our notification to You of a price increase will constitute Your acceptance of the new pricing. If You decide not to accept the new pricing, You must terminate this Agreement by sending written notice of termination of Your Membership Agreement before any price increase takes effect. Failure to timely send such notice will result in additional fees, including any price increase.
Form of Payments. We accept payment of all amounts specified in this Agreement by direct withdrawal from Your bank account (ACH/eCheck) or credit card only. If You elect to pay via ACH direct withdrawal, You are required to maintain sufficient funds in Your bank account to pay the fees described in this Agreement and to inform us promptly of any changes to the account. If You elect to pay via credit card, You are required to inform us promptly of any changes to Your credit card information and must ensure that You replace such credit card and update the relevant information prior to its expiration date. If payment via credit card fails on two occasions, we may require You to make payments via direct withdrawal. You agree to promptly pay (or reimburse Licensor, if applicable, for) (i) all sales, use, excise and any other taxes and fees that you are required to pay to any governmental authority (and, at Boston Offices’ request, will provide to Boston Offices evidence of payment) and (ii) any taxes paid by Boston Offices to a governmental authority that are attributable to the Membership Agreement or the Services, including, without limitation, any gross receipts, occupancy taxes or tangible personal property taxes. In the event that you have elected a package option for a set number of hours per month and your usage exceeds such set number of hours, you agree that Boston Offices may charge you for such additional hours at the then prevailing hourly rate.
Late Payments. Any amounts not paid by the 10th of the month when due shall, in addition to any other remedies, be subject to a late fee equal to $50.00 plus 5% of the outstanding balance (or the maximum rate allowed by law, if less), which late fee shall be assessed each month until all outstanding amounts are paid in full. You shall also be liable for any costs incurred by Boston Offices in collecting amounts due hereunder, including, without limitation, attorney and collection agency fees.
MODIFICATIONS TO ALL BOSTON OFFICES SERVICES. Boston Offices reserves the right to modify or discontinue all or some of the Services, temporarily or permanently, with or without notice to you, and Boston Offices is not obligated to support or update the Services. Any amended terms shall be effective immediately after they are posted on Boston Offices’ website (other than modifications to pricing, which take effect thirty (30) days following posting). Your continued use of the Services after the posting of the amended Services on the Boston Offices website constitutes your affirmative: (a) acknowledgement of the modified terms and (b) agreement to abide and be bound by the modified terms. You agree that Boston Offices shall not be liable to you or any third party in the event Boston Offices exercises its right to modify or terminate all or some of the Services.
ACCESS TO PASSWORD PROTECTED/SECURE AREAS OF THE BOSTON OFFICES WEBSITE. Access to and use of password protected and/or secure areas of the Boston Offices website is restricted to authorized users only. You may not transfer or share your Boston Offices password. Unauthorized individuals attempting to access these areas of the website may be subject to prosecution.
TERMINATION AND EFFECT.
(a) Term. This Agreement operates on a month-to-month basis and will become effective when signed by You (“Effective Date”); provided that Boston Offices has no obligation to provide You with the Services until the later of (i) the date on which payment of Your Deposit and first month’s Membership Fee has been paid and (ii) the Start Date.
(b) Termination by Member. Except as set forth in this section, You may terminate the Membership Agreement at any time by sending us written notice of such termination. If you chose not to renew this Agreement, you must give Boston Offices not less than thirty (30) days advance written notice. Your termination will be effective at the end of the following calendar month. No changes or termination may be made to this Agreement by you during the first ninety (90) days.
You agree to pay all costs, expenses and reasonable attorneys’ fees expended by Boston Offices in enforcing this Agreement or collecting any amounts due hereunder both in and out of bankruptcy and before or after judgment. No changes or termination may be made to this Agreement by you during the first ninety (90) days.
(c) Termination or Suspension by Us. We may withhold Services or immediately terminate this Agreement: (i) upon breach of this Membership Agreement by You; (ii) upon termination, expiration or material loss of our rights in any Premises; (iii) if any outstanding fees are still due after we provide notice to You; or (iv) if You fail to comply with the terms and conditions of this Membership Agreement or any other policies, procedures, or instructions provided by us. You will remain liable for past due amounts, and we will exercise our rights to collect due payment, despite termination or expiration of this Agreement.
Removal of Property Upon Termination. Prior to the termination or expiration of this Agreement, You will remove all of your property from any building or portion of a building in which Boston Offices offers or plans to offer offices, workstations, other workspaces, and/or other services to members (any such building or portion of a building referred to herein as a “Premises”). After providing You with reasonable notice, we will be entitled to dispose of any property remaining in or on a 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.
Automatic Renewal of Term. At the end of the Term, unless you properly terminate this Agreement, this Agreement will be automatically renewed and extended for successive periods equal to the original Term at the then prevailing rates for the Services.
ADDITIONAL AGREEMENTS.
Waiver of Claims. To the extent permitted by law, You, on Your own behalf and on behalf of Your employees, agents, guests and invitees waive any and all claims and rights against us and any landlord at any Premises and our or its affiliates, parents, and successors and each of our and their employees, assignees, officers, agents and directors (collectively, the “Boston Offices Parties”) resulting from injury or damage to, or destruction, theft, or loss of, any property, person or pet.
Limitation of Liability. The aggregate monetary liability of any of the Boston Offices Parties to You or Your employees, agents, guests and invitees for any reason and for all causes of action, will not exceed the total Membership Fees paid by You to us under this Agreement in the twelve (12) months prior to the claim arising. None of the Boston Offices Parties will be liable under any cause of action, for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption. You acknowledge and agree that You may not commence any action or proceeding against any of the Boston Offices Parties, whether, in contract, tort, or otherwise, unless the action, suit, or proceeding is commenced within one (1) year of the cause of action’s accrual.
Indemnification. You will indemnify the Boston Offices Parties from and against any and all claims, liabilities, and expenses including reasonable attorneys’ fees, resulting from any breach of this Agreement by You or Your employees, agents, guests, invitees or pets, or any of Your or their actions or omissions. You are responsible for the actions of and all damages caused by all persons and pets that You, Your employees, agents, guests and invitees 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 Boston Offices Parties without our written consent. None of the Boston Offices Parties shall be liable for any settlement made without its prior written consent.
Insurance. You are responsible for maintaining, at Your own expense, personal property insurance and commercial general liability insurance covering You and your employees, agents and invitees for property loss and damage, injury to guests or pets and prevention of or denial of use of or access to, all or part of the Premises, in form and amount appropriate to Your business. You waive any rights of subrogation You may have against Boston Offices and any landlord of any Premises. You shall provide proof of insurance upon our request.
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.
MISCELLANEOUS.
Publicity. No press release, advertising, sales literature or other publicity or statement relating to the existence or substance of this Agreement or the relationship between the parties created by it, shall be made by you without the prior written approval of the Boston Offices, except as required by law.
Severability. If any provision of this Agreement is held to be contrary to law, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.
No Waiver. The failure by a party hereto to exercise any right available hereunder shall not be deemed to be a waiver of such right, subject to the terms hereof.
Counterparts. This Agreement and any addendum or amendment hereto may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile and scanned signatures shall be deemed to be original signatures for purposes of this Agreement.
Applicable Law. This Agreement is governed by and will be construed and interpreted in accordance with the laws of Massachusetts, disregarding any conflict-of-laws principles or rules. No provision of this Agreement will be construed against a party by reason of such party having drafted it. You submit to the exclusive jurisdiction of the Federal and Massachusetts superior courts located in Suffolk County for purposes of any suit, action or other proceeding arising out of this Agreement, and you knowingly, voluntarily and intentionally waive any right it may have to a trial by jury in any action.
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.
Disclosure. Boston Offices reserves the right at all times to disclose any information about you or your Membership in Boston Offices and/or use of Boston Offices Services as Boston Offices deems necessary to satisfy any applicable law, regulation, legal process or governmental request.
Entire Agreement. This Agreement is the entire agreement of the parties with respect to the subject matter hereof, and it supersedes any and all discussions or other agreements, whether oral or written, regarding such matters. This Agreement may be modified only in a writing that is signed by each party.
Nature of the Agreement; Relationship of the Parties. 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, in any Premises or anything contained in or on any Premises. 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 Fees will be governed by sections 8(b) of this Agreement, respectively. With respect to other sections of this Membership Agreement and the Rules and Regulations, we may from time to time update this Membership Agreement and will provide notice to You of these updates. You will be deemed to have accepted the new terms of the Membership Agreement following the completion of one (1) full calendar month after the date of notice of the update(s). Continued use of the Services beyond this time will constitute Your acceptance of the new terms.
Subordination. This Membership Agreement is subject and subordinate to our lease with our landlord(s) of any Premises and to any supplemental documentation and to any other agreements to which our lease with such landlord is subject to or subordinate.
Extraordinary Events. Boston Offices will not be liable for, and will not be considered in default or breach of this Membership Agreement on account of, any delay or failure to perform as required by this Membership Agreement (with the exception of any obligations on Your part to pay any sum of money due to us under this Membership Agreement) as a result of any causes or conditions that are beyond Boston Offices’ reasonable control, including without limitation any delays or changes in construction of, or Boston Offices’ ability to procure any space in, any Premises.
Survival. Sections 1, 4 (to the extent any payments remain outstanding), 7(c), 7(d), 8(a) through 8(e), and 9 and all other provisions of this Agreement, including the Rules and Regulations, 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.
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 Membership Agreement shall be read as being followed by “without limitation” where appropriate.
No Assignment. You may not transfer or otherwise assign any of Your rights or obligations under this Agreement (including by operation of law) without our prior consent. We may assign this Agreement without Your consent.
OFAC. You hereby represent and warrant that (i) neither You nor any of Your employees, agents, guests or invitees will be, at any time during the Term, an entity or individual listed on the Specially Designed Nationals and Blocked Persons List published by the U.S. Department of Treasury, as updated from time to time and (ii) neither You nor any of employees, agents, guests and invitees will, at any time during the Term, engage in any activity under this Membership Agreement, including the use of Services provided by Boston Offices in connection with this Membership Agreement, that violates applicable U.S. economic sanctions laws or causes Boston Offices to be in violation of such U.S. economic sanctions laws.
Criminal Background Check. You authorize Boston Offices to conduct a criminal background check on you. This check may include the following: Criminal history reference searches for felony and misdemeanor convictions at the county and federal levels of every jurisdiction where you currently reside or where you have resided during the past seven (7) years. You also authorize the use of law enforcement agencies and/or private background check organizations and third party providers to assist Boston Offices in collecting this information.