1. Purpose. The Corner Coworking, Inc. (“The Corner”) has agreed to provide to the Member, at the Premises, access to office space, internet access, office furniture and equipment, conference space and other services as set forth on the Member Information Sheet to which these Terms and Conditions are attached (the “Services”).
2. Interpretation. For the purpose of these Terms and Conditions: (i) “Agreement” means these Terms and Conditions and the Member Information Sheet; (ii) “Business Hours” means The Corner’s regular hours of operation at the applicable Premises, as determined by The Corner from time to time; (iii) “Confidential Information” means all information that is disclosed by The Corner or any other member of The Corner or any employee, affiliate or agent thereof, that is non-public, confidential or proprietary in nature. It includes, but is not limited to, information about business, sales, operations, know-how, trade secrets, technology, products, employees, members, marketing plans, financial information, services, business affairs, knowledge gained through examination or observation of or access to the facilities, computer systems, books and records of The Corner, any analyses, compilations, studies or other documents prepared by The Corner or otherwise derived in any manner from the Confidential Information; (iv) “Member Information Sheet” means the information sheet to which these Terms and Conditions are attached; (v) “Member” means the person named on the Member Information Sheet; (vi) “Membership Fees” means the fees payable for use of the Services; (vii) “Premises” means those premises of The Corner as set out on the Member Information Sheet; (viii) “Term” means the term of the Agreement as stated on the Member Information Sheet; and (ix) “Terms and Conditions” means these Standard Terms and Conditions and includes any other document or Schedule that may be attached hereto.
3. Acknowledgment. By signing the Member Information Sheet, the Member expressly agrees to be bound by the Terms and Conditions. The Member shall be responsible for ensuring that the Services are used in accordance with these Terms and Conditions. The Corner reserves the right at any time to impose new or additional terms or conditions on the Member’s use of the Services. The Member acknowledges that the provision of Services does not constitute a lease or any other interest in real property. The contractual arrangement between The Corner and the Member creates a revocable licence to use the Services. The licence is specific to the Member and is not permitted to be assigned or sub-licenced without the express written consent of The Corner.
4. Fees and Invoicing. The Corner shall issue invoices to the Member (an “Invoice”) in accordance with the Member Information Sheet, such invoice to include charges for the Membership Fee and any other additional services the Member has requested. Such Invoice(s) shall be due and payable in full upon receipt by the Member.
5. Payment. The Member agrees to pay the total charges due in accordance with section 4 hereof using any of the following methods: (i) by pre-authorized direct deposit; (ii) eTransfer; (iii) Credit Card; or (iv) such other method of payment as The Corner may approve from time to time.
6. NSF and Overdue Accounts. Any amount unpaid after the due date shall bear interest at a rate of 2% per month, calculated and compounded monthly (26.82% per annum). An additional collection charge will be levied if costs are incurred as a result of collection efforts on outstanding amounts.
7. Term. The Agreement shall be in effect for the Term unless terminated pursuant to these Terms and Conditions or renewed by consent of both parties. The Corner shall be entitled to suspend the Services in the event the Premises or portion thereof, are rendered unusable for any reason. The Corner shall not be liable for any damages by reason of suspending the Services.
8. Access to Premises.
(a) The Member shall have access to the Premises to use the Services only during Business Hours, unless otherwise approved in writing by The Corner. In the event that the Member is granted access to the Premises outside of Business Hours, the Member acknowledges and agrees that the Member assumes all risks in respect thereof.
(b) The Member shall not duplicate or share any key, fob and/or access code provided by The Corner and shall be solely responsible for any loss or misuse thereof.
(c) The Member shall not grant to any other person (an “Invitee”) access to the Premises outside of Business Hours unless such Invitee has been approved in writing by The Corner, at its sole discretion.
(d) The Member hereby waives any and all claims against, and releases, The Corner from any and all liability for any Claim (as defined below at Section 14) that the Member may suffer, as a result of the Member’s occupation of the Premises outside of Business Hours, DUE TO ANY CAUSE WHATSOEVER, INCLUDING THE CORNER’S NEGLIGENCE, BREACH OF CONTRACT, OR BREACH OF ANY STATUTORY OR OTHER DUTY OF CARE, INCLUDING ANY DUTY OF CARE OWED BY THE CORNER UNDER THE OCCUPIERS LIABILITY ACT (ALBERTA). The Member acknowledges and agrees that The Corner may require any Invitee to sign a waiver containing a similar release of The Corner.
9. Safety. The Member shall use the Services in a safe and respectful manner. The Member shall not use the Services in a manner detrimental to safety of other members of The Corner or the Premises. The Corner shall not be liable for the treatment any other member of The Corner to the Member.
10. No Unlawful or Prohibited Use. The Member shall not use the Services for any unlawful purpose or any purpose prohibited by these Terms and Conditions. The Member shall not use the Services in any manner that would interfere with the use of the Services by any other member of The Corner. The Member shall not use the Services in any manner that could damage, disable, overburden, or impair any of The Corner’s property.
11. Confidentiality and Intellectual Property. The Member may have access to Confidential Information, and is obligated to maintain the confidentiality of, and is prohibited from disclosing, Confidential Information. All Confidential Information remains the property of The Corner or the respective disclosing party. Nothing in the Agreement will be construed as granting the Member any rights in the Confidential Information or any other intellectual property rights
12. Termination of Services. The Corner reserves any and all rights, whenever it observes that the actions of the Member are contrary to these Term and Conditions as determined by The Corner in its sole discretion, to terminate the provision of Services, without notice or delay. The Member will then have the obligation to return all modes of access to the Premises. The Corner does not provide refunds or credits for any Services cancelled as a result of a breach by the Member of these Terms and Conditions. Further, any amounts paid by the Member to The Corner in respect of the Services shall be forfeited by the Member as a reasonable estimation of liquidated damages and not as a penalty.
13. Disclaimer of Warranty.
THE CORNER MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE SERVICES. Without limiting the generality of the foregoing, The Corner will not be liable for any interruptions in service, loss of data, reliance on information obtained through the internet, interruptions in internet service for any reason, deletion of files or e-mail, lost data, unauthorized access to the Member’s records or files, errors, defects, damages to computers and stored information due to cyber-attack, ransomware, viruses, delays in operation or transmissions or any other delay or failure of performance. The Corner does not warrant uninterrupted use or operation of internet service nor does it warrant the speed of the internet service by the provider thereof or otherwise. The Member understands and acknowledges that the internet service may be disrupted in the event of an electric power outage, an interruption or suspension of the internet service, the failure of any of The Corner’s equipment or for any other reason beyond the control of The Corner.
14. Indemnity.
(a) The Member will be liable for and indemnify and hold harmless The Corner, its officers, directors, shareholders, employees and agents from and against any and all damages, claims, losses, actions, suits, proceedings or causes of action whatsoever, including legal fees and expenses on a solicitor-own client basis (a “Claim”) suffered or incurred by or brought against The Corner by reason of any negligent acts or omissions, willful misconduct or gross negligence or breach of contract by the Member or its employees, agents, contractors, subcontractors or Invitees.
(b) Further, the Member will be liable for and indemnify and hold harmless The Corner, its officers, directors, shareholders, employees and agents, from and against any Claim arising from The Member’s use of the Premises outside of Business Hours including, without limitation, any and every demand, claim, cause of action, judgment and expense, and all loss and damage arising from any injury, including death, to any of the Member, its employees, agents, contractors, subcontractors, Invitees or any other person in the Premises, or damage to the property of any such persons, except in the event of the gross negligence or willful misconduct of The Corner;
(c) Any and all release and indemnity clauses which are included herein for the benefit of The Corner are intended also to benefit the owners and mortgagees of the Premises and the officers, directors, shareholders, employees and agents of each of them, and, for the purposes of such clauses, The Corner is hereby acting as agent or trustee on behalf of and for the benefit of the persons mentioned above.
15. Limitations of Liability.
(a) The Member acknowledges that, except in the event of the gross negligence or willful misconduct of The Corner, neither The Corner nor its affiliates, and their respective directors, officers, employees and agents shall not be liable for any Claim of the Member.
(b) FOR GREATER CERTAINTY, THE MEMBER ACKNOWLEDGES THAT THE CORNER, ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR EXPENSE OF THE MEMBER WHATSOEVER ARISING, DIRECTLY OR INDIRECTLY, OUT OF THE MEMBER’S USE OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL THE CORNER HAVE ANY LIABILITY TO THE MEMBER FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE MEMBER’S USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, LOSS OF PRODUCT, LOSS OF USE, UNRECOVERABLE OVERHEADS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF ANTICIPATED PROFITS OR REVENUES AND BUSINESS INTERRUPTION LOSS, ARISING FROM ANY CAUSE WHATSOEVER, WHETHER BASED IN CONTRACT OR TORT INCLUDING, WITHOUT LIMITATION, NEGLIGENCE.
16. Survival. Sections 11, 14, 19, 20 and 22 of these Terms and Conditions will survive the termination or expiration of these Terms and Conditions and continue indefinitely.
17. Force Majeure. To the extent the performance by either party is prevented by a circumstance beyond its control (a “force majeure”) including, without limitation, an act of God, inevitable accident, storm, flood, fire, earthquake, pandemic or public health emergency or order, explosion, peril of navigation, hostility, act of terrorism, war (declared or undeclared), insurrection, riots, sabotage, rebellion, industrial strikes, lockouts or other industrial action, executive or administrative order or act of either general or particular application of any government, whether de jure or de facto, or any official purporting to act under the authority of that government, prohibition or restriction by domestic or foreign laws, regulations or policies, quarantine or customs restrictions, breakdown or damage to or confiscation of property or other reason of a like nature which is not the fault of the party delayed in performing work or doing acts required under the terms of this Agreement, then performance of such term, covenant or act is excused for the period of the delay and the party so delayed shall not be liable to the other for damages. If such circumstance occurs, the party affected shall notify the other of the nature and impact of the force majeure on the parties, and shall resume performance as soon as possible, and the time for performance of the various terms of this Agreement shall be extended by an amount of time equal to the delay caused by the force majeure. Lack of funds or lack of markets is not a circumstance of force majeure and the provisions of this Section 17 do not operate to excuse the Member from the prompt and timely payment of any payments required by this Agreement.
18. Personal Information. The Corner collects personal information on its members, which it uses for the following purposes: (a) to communicate with its members; (b) to develop and maintain its relationships with its members; (c) to provide its Services or to receive services it requires in order to deliver the Services; (d) to ensure that all actions required for the purposes mentioned above are taken; (e) to understand and assess the interests, wants and needs of members with a view to improving current Services, or to offer new Services; (f) to manage its business; and (g) to fulfill its obligations under the law. Unless a member provides express consent or unless disclosure is otherwise required or allowed by law, The Corner will not disclose personal information regarding the Member to anyone other than: (i) the Member; (ii) a person who, in the reasonable judgement of The Corner, is seeking the information as an agent of the Member; or (iii) an agent retained by The Corner in the collection of the Member’s account, provided the information is required for and is to be used only for that purpose. The Member hereby expressly consents to The Corner requiring, obtaining from and providing to third parties, personal information on the Member or on the Member’s account, for the purposes set out above.
19. No Waiver. The failure of The Corner to enforce any provision of these Terms and Conditions, for whatever reason, shall not be construed as a waiver of any right to do so at any time
20. Severability. The Member agrees that if any portion of these Terms and Conditions is held invalid or unenforceable, the remaining portions will remain in full force and effect.
21. Assignment. These Terms and Conditions, and the rights or obligations herein contained, shall not be assigned by the Member. The Corner shall be entitled to assign its rights or obligations in these Terms and Conditions, or part thereof, without the prior consent of the Member.
22. Governing Law. These Terms and Conditions shall be governed by, and construed in accordance with, the laws applicable in the Province of Alberta without regard for its conflict of laws principals. The parties hereby submit to the jurisdiction of the courts in the Province of Alberta and those courts designated to hear appeals therefrom, and each party: (a) irrevocably submits to the personal jurisdiction of such courts; (b) waives any objection to the commencement and conduct of any such action or proceeding in such courts; (c) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over it; and (d) agrees that service of process upon it may be effected in the manner prescribed in this Agreement for giving notice.
23. Successors. These Terms and Conditions shall be binding upon the Member and his or her heirs, personal representatives, successors and permitted assigns, as applicable.
24. Further Assurances. The Member shall, upon request of The Corner, sign (or cause to be signed) all further documents, do (or cause to be done) all further acts, and provide all assurances as may reasonably be necessary or desirable to give effect to the terms of these Terms and Conditions.
25. Entire Agreement. The Agreement constitutes the entire agreement between the parties with respect to all of the matters herein and its execution has not been induced by, nor do either of the parties rely upon or regard as material, any representations or writings whatsoever made by or on behalf of either of the parties or their respective agents not expressly incorporated herein in writing.
26. This Agreement 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. Counterparts may be delivered in original ink, via facsimile, pdf or any other electronic signature complying with the Alberta Electronic Transactions Act, (e.g., www.docusign.com) and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
END OF STANDARD TERMS AND CONDITIONS
(A copy of these Terms & Conditions is available upon request.)
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