Terms and conditions

This Agreement contains release and indemnification provisions and limitations on Management’s liability. You are urged to read it carefully, as you may be waiving certain rights.

ARTICLE 1 – Accommodations

A.1      Management operates and maintains a membership group in an executive office center located at 1200 Brickell Avenue, Suite 800, Miami, Florida 33131 (the “Center”), in the building known as 1200 Brickell Tower (the “Building”).  In the Center, the Management offers a number of independent suites, workstations, or desks for Members who join and pay a membership fee on either a daily, weekly, monthly or annual basis, depending on the particular agreed upon use. The Center and its accommodations are privately owned and available for a Member’s use pursuant to this Agreement.

In consideration of membership fee payments and other charges provided for herein and the covenants and conditions hereinafter set forth, Management provides to Member and Member hires from Management that certain space (“Accommodations”) situated within the Center as defined in Item 3 of Exhibit A.   The parties agree that as specified in Item 3 of Exhibit A the Accommodations provided may be limited to a virtual office arrangement.

Memberships afford Members a license to make use of the Accommodations. Payment of the Membership Fee and other fees does not grant Member any ownership or leasehold rights in the Center or in the Accommodations, or any rights of use or access not specifically set out in this Agreement. Membership does not give a Member the right to use the Accommodations or Center at all times. The use of the Accommodations and Center will be restricted at certain times during the year, for example during special events. Management, in its sole discretion, reserves the right to refuse use of the Accommodations or Center to any person.

Membership should not be viewed or acquired as an investment, and persons purchasing a membership should not expect to derive any economic benefit from their purchase. Memberships are not transferable.

A.2      Membership Fees.  A Member shall pay a non-refundable membership fee in the amount specified in Item 6 of Exhibit A.  If the Agreement is terminated or otherwise cancelled by Member earlier than the Term’s expiration, then Member acknowledges and understands that it shall not be entitled to any refund or partial refund of any membership fee paid in advance.  Management has the right to retain the entire membership fee paid in advance as liquidated damages and not as a penalty, given that damages will be difficult to determine.  Member and Management agree that it would be extremely difficult and impracticable under the presently known and anticipated facts and circumstances to ascertain and fix the actual damages Management would incur should Member terminate or otherwise cancel the Membership earlier than before the expiration of the agreed-upon Term.

ARTICLE 2 – Term

The term of this Agreement (“Term”) will be for the time period specified in Item 4 of Exhibit A, and the Member’s obligation to commence its/his/her payment of the membership fee commences on the date specified in Item 10 of Exhibit A (the “Commencement Date”).  Notwithstanding anything to the contrary herein, Management shall have the right, in its sole and absolute discretion, to suspend or terminate the rights and privileges of membership of a Member.

 ARTICLE 3 – Parking

During the Term of this Agreement, Member shall have the use of unreserved parking spaces for the number of cars in the Parking Levels specified in Item 12(A) of Exhibit A, as available in the Parking Garage. Only Member and its employees may use such parking spaces. As consideration for the availability and use of these spaces, Member shall pay Management an additional fee equal to Management’s then current standard rates for such parking spaces as set forth in Item 12 of Exhibit A, which remain subject to change from time to time. Member acknowledges and understands that the parking space are not guaranteed and may be revoked by Management at any time.

ARTICLE 4 – Terms and Conditions

A.1      Nature of This Agreement: This Agreement is the commercial equivalent of an agreement for accommodations in a hotel or membership in an association or club wherein the Member is an invitee for all purposes of this Agreement. The whole of the Center remains in Management’s sole possession and control. Member accepts that this Agreement creates no tenancy interest, leasehold estate, or other real property interest in Member’s favor with respect to the Accommodations. Management is giving Member the right to share with Management the use of the Center on these terms and conditions, as supplemented by the House Rules, so that Management can provide the services to Member. This Agreement is personal to the Member and cannot be transferred to anyone else and doing so in violation of this Agreement will render such transfer or assignment null and void. This Agreement is composed of these Articles, Exhibits A and B, and the House Rules each of which are incorporated herein by reference and made a part hereof.

A.2     Complying with House Rules: Member must comply with any House Rules, which Management imposes generally on the users of the Center, which are subject to change from time to time.

A.3      Duration: This Agreement lasts for the Term specified in Item 4 of Exhibit A and then will be extended automatically for successive periods equal to that Term, until brought to an end by the Member or by Management.  All periods will run to the last day of the applicable period, as defined in Item 4 of Exhibit A. The membership fees of any renewal will be at the then prevailing market rate.

A.4      Ending this Agreement: Either Management or Member can terminate this Agreement at the end date stated in it or at the end of any extension or renewal, by giving at least three months written notice to the other.  However, if this Agreement, an extension or renewal is for three months or less and either Management or Member wishes to terminate it, the notice period is one month or, if one month or shorter, one week less than that period stated in this Agreement.

A.5      Ending the Agreement Immediately: Management may terminate this Agreement immediately by giving Member notice without need to follow any additional procedure if (a) Member becomes insolvent, bankrupt, goes into liquidation or becomes unable to pay its debts as they fall due, or (b) Member is in breach of one of its obligations which cannot be put right or of which Management has given notice to Member to put right and which Member has failed to do within 5 days of that notice, or (c) its conduct, or that of someone at the Center with its permission or invitation, is incompatible with ordinary office use.

A.6      If the Center is No Longer Available:  If Management is permanently unable to provide the services and accommodations at the Center stated in this Agreement, then this Agreement will end and Member will only have to pay the monthly membership fees up to the date it ends and for any additional services used by Member during such time.


A.7      When this Agreement ends, Member must vacate the Accommodations immediately, leaving the Accommodations in the same condition as when Member took it.  Upon Member’s departure, Management shall have the right, within its discretion, to charge Member a commercially reasonable cleaning fee to restore the Accommodations to their original state, ordinary wear and tear excepted.  Member agrees to pay this fee and considers it reasonable.

If Member continues to use accommodations after this Agreement has ended, Member is responsible for any loss, damages, or liability Management incurs as a result of Member’s failure to vacate on time including, without limitation, lost profits and consequential damages.  Management may, at its discretion, permit Member an extension subject to a surcharge on the regular agreed fee.

A.8      Employees:  While this Agreement is in force, for a period of six months after it ends, Member may not and shall refrain from knowingly soliciting or offering employment to any of Management’s staff employed or otherwise hired in the Center.  This obligation applies to any employee or contractor employed/engaged at the Center up to that employee’s/contractor’s termination, and for three months thereafter.  Member agrees that for breaching this non-solicitation covenant it shall pay Management the equivalent of one year’s salary for any employee/contractor concerned as liquidated and agreed upon damages.  This liquidated damages payment is not intended as a penalty and is agreed upon by the parties because damages would be too difficult to prove.

A.9      Member’s Representation of Management’s Employees: Throughout the duration of this Agreement, neither Member, nor any of Member’s equity partners, members, officers or employees will represent, or otherwise provide legal counsel to, any of Management’s current or former employees in any dispute with, or any legal proceeding against, Management, or any of Management’s affiliates, members, officers or employees.

A.10    Notices:  All formal notices must be in writing.  Notice to the Management will be to c/o Group Office Space, 1200 Brickell Ave., Ste. 1410, Miami, FL  33131.  Notice to Member will be to the address listed in Item 14 of Exhibit A.

A.11    Confidentiality:  The terms of this Agreement are confidential.  Neither Management nor Member may disclose them without the other’s prior written consent, unless required to do so by law.  This obligation continues and survives beyond the Agreement’s termination or expiration.

A.12    Enforcing This Agreement:  Member agrees to pay any reasonable and proper costs, including legal fees, that Management incurs enforcing this Agreement.

B. Services and Obligations


B.1       Furnished Office Accommodations: Management is to provide the number of services and furnished Accommodations in the Center for which Member has agreed to pay as stated in Exhibit A.  Exhibit A lists the Accommodations Management has initially allocated to Member for Member’s use.  Member will have a non-exclusive right to the Accommodations allocated to it.  Occasionally, Management may need to allocate different accommodations, and these accommodations will be reasonably equivalent in size.  Management will notify Member with respect to such different accommodations in advance and has the right to relocate Member to the substituted accommodations.

B.2       Office Services: During normal business hours, Management is to provide the services, if requested, described in the Services Description, which is attached as Exhibit C. Management reserves the right to charge an additional fee for providing any such service.

B.3       Management Network: Management does not make any representations or warranties as to, and shall not be responsible for, the security of its internet network, or any information that Member places or stores on it.  Member should adopt whatever security measures (such as encryption) it believes are appropriate to the circumstances.  Management cannot guarantee that a particular degree of availability or speed will be attained in connection with Member’s use of the existing network (or the internet).  Member’s sole and exclusive remedy will be to have Management arrange to have the connection problem fixed within a reasonable time after it’s receipt of written notice of any such connection problem.

C. Providing the Services

C.1       Access to the Accommodations: Management may need to enter Member’s Accommodations and may do so at any time.  However, unless there is an emergency or Member has given notice to terminate, Management will attempt to notify Member, verbally or electronically, in advance when Management needs access to carry out testing, repairs or work other than routine inspection, cleaning and maintenance. Management will also endeavor to respect reasonable security procedures to protect the confidentiality of Member’s business.

C.2       Availability as of Commencement Date:  If, for any reason, Management cannot provide the Accommodations stated in this Agreement by the Commencement Date, it has no liability to Member for any loss or damages, but Member may cancel this Agreement without penalty.  Management will not charge Member the periodic membership fee (as defined in Items 6 and 10 of Exhibit A) for accommodations Member cannot use until it becomes available.  Management may delay the Commencement Date, provided it provides Member alternative accommodations that are at least of equivalent size of the Accommodations stated in Exhibit A.

D. Accommodations

D.1      Member must not alter any part of its Accommodations, must take good care of all parts of the Center, including, but not limited to, the equipment, fixtures, and fittings in the furnishings that the Member uses.  Member is liable for any damage caused by it or others present in the Center with the Member’s permission or at Member’s invitation, whether express or implied, including, but not limited to, all employees, contractors, agents or other persons present on the Accommodations.

D.2      Office Furniture and Equipment:  Member must uninstall any cabling, IT or telecom communications equipment installed without Management’s consent, which Management may refuse at its absolute discretion.  As a condition to Management’s consent, Member must permit Management to oversee any installations (for example, IT or electrical systems) and to verify that such installations do not interfere with the use of the Accommodations by the other Members or Management, or any other members or occupants of the building.

D.3      Insurance: Member is responsible for arranging and obtaining its own insurance for its own property that it brings into the Center, and for its own liability to its employees and to third parties. Management requires that all Members secure such insurance as a condition to continued use of the Accommodations and continued Membership.

E. Use

E.1       Member must only use the Accommodations for general office use.  Use of a retail or a medical nature, involving frequent visits by members of the public at large, is not permitted, amongst other prohibitions that Manager may decide from time to time.

E.2       Member must not carry on a business that competes with Management’s business of providing office accommodations and related services, nor any other services provided by Management.

E.3  Member’s Name and Address:  Member may only carry on that business in it’s name or some other name upon which Management previously agrees and approves. Member may not change its name from that which Management approved without again obtaining Management’s prior written approval.

E.4       Use of the Center Address:  Member may use the Center’s address as its business address.  Any other uses are prohibited without Management’s prior written consent.

F. Compliance

Member must comply with all relevant laws and regulations governing the conduct of its business.  Member must do nothing illegal in connection with its use of the Center.  Member must not do anything that may interfere with the use of the Center by Management or by other members, cause a nuisance or annoyance, increase insurance premiums Management has to pay, or cause loss or damage to Management (including, without limitation, damage to reputation) or to the owner of any interest in the Building.  Member acknowledges that (a) the terms of the foregoing sentence are a material inducement in Management’s execution of this Agreement, and (b) any violation by Member of the foregoing sentence will constitute a material default by the Member hereunder, entitling Management to terminate this Agreement, without further notice or procedure.

Management may request that Member furnish it with certain background documentation regarding Member and its officers and owners and Management must receive all such documentation and other information required under Management’s and other’s “know your customer” and anti-money laundering rules and regulations including, but not limited to, the USA Patriot Act.   If Member fails to comply with this request and furnish to Management the requested documentation, then Management shall have the right to terminate this Agreement and revoke Member’s membership in accordance with the terms of this Agreement.

G. Management’s Liability

G.1      The Extent of Management’s Liability: To the maximum extent permitted by applicable law or as otherwise expressly stated in this Agreement, Management shall not be liable for any loss sustained as a result of the Management’s failure to provide a service as a result of any natural disaster, mechanical breakdown, strike, or termination of the Management’s interest in the Building, if any. MEMBER EXPRESSLY AND SPECIFICALLY AGREES TO WAIVE, AND AGREES NOT TO MAKE, ANY CLAIM FOR DAMAGES, DIRECT, INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL, INCLUDING, BUT NOT LIMITED TO, LOST BUSINESS, REVENUE, PROFITS OR DATA, FOR ANY REASON WHATSOEVER ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT, ANY FAILURE TO FURNISH ANY SERVICE PROVIDED HEREUNDER, ANY ERROR OR OMISSION WITH RESPECT THERETO, FROM FAILURE OF ANY AND ALL COURIER SERVICE TO DELIVER ON TIME OR OTHERWISE DELIVER ANY ITEMS (MAIL, PACKAGES, ETC.), OR ANY INTERRUPTION OF SERVICES.

G.2     No WarrantyThe Center and all aspects of membership are made available to you “as is”, and Management makes no warranty as to their use or performance. Except to the extent any warranty, representation, term or condition cannot or may not be excluded or limited by law or except as otherwise provided herein, Management makes no warranty or representation (express or implied, whether by statute, common law, custom, usage or otherwise) as to any matter including without limitation merchantability, satisfactory quality, or fitness for any particular purpose.

G.3      Force Majeure:  Management shall not be in default hereunder and shall be excused from performing any of its obligations hereunder if Management is prevented from performing any of its obligations due to any “force majeure” which may include accidents, breakage, labor strikes or disputes, shortage of materials, war, terrorism, public unrest, acts of God, hurricanes, restrictions by any governmental authority, civil riots, floods or other causes beyond Management’s reasonable control.

G.4      Exclusion of Consequential Losses, Etc.: Management shall not in any circumstances have any liability for loss of business, loss of profits, loss of anticipated savings, loss of or damage to data, third-party claims or any consequential loss.  Management strongly advises Member to insure against all such potential loss, damage, expense or liability and to consult with an experienced insurance broker regarding adequate and proper insurance coverage.

G.5      Financial Limits to Management’s Liability: In all cases and notwithstanding anything to the contrary herein, Management’s liability to Member is subject to the following limits:

a. In the case of negligence claims for personal injury or death, any liability to be imposed upon Management will be strictly limited to the policy limits of Management’s applicable insurance policies;

b. To the maximum extent permitted by applicable law and as otherwise expressly stated in this Agreement, Management’s aggregate liability under or in connection with this Agreement resulting from any claims against it including, without limitation, claims for breach of contract, negligence, other torts (other than negligence for personal injury or death which is considered in Section G.5(a) above), and fraud, shall be limited to an amount equal to 100% of the Membership Fee paid by the Member. Management is acting on behalf of all releasees for the purpose of disclaiming, excluding and limiting obligations, warranties and liability as provided in this Agreement, but in no other respects and for no other purpose.

G.6      Management’s Responsibility for Leftover Possessions and Goods: Management shall not be responsible for any of Member’s possessions or goods left within the Accommodations or Premises after the expiration of the Term of occupancy.  Management shall, upon the earlier of the expiration of the Term of occupancy or the vacating of the Premises by Member, be entitled to remove any such possession and goods and dispose of them without any further notice or obligation to Member.  Member hereby waives any claim against Management and recognizes that no bailment relationship is created through this Agreement.

H. Fees

H.1      Taxes and Duty Charges:  Member agrees to pay promptly (i) all sales, use, excise, consumption and any other taxes and license fees which it is required to pay any government authority (and, at Management’s request, will provide to Management evidence of such payment); and (ii) any taxes paid by Management to any governmental authority that are attributable to the Member’s Accommodations and its use thereof, including, without limitation, any gross receipts, rent and occupancy taxes, tangible personal property taxes, stamp tax or other documentary taxes and fees.

H.2     Management may require Member to pay an increased retainer if outstanding fees exceed the Service Retainer/Deposit held or Member fails to pay Management when such fee is due more than once in a twelve month period.

H.3      Service Retainer and other Deposits: (a) Member shall be required to pay a Service Retainer/Deposit as well as a deposit for receiving an Accommodation key, a parking pass, a Building elevator pass, a Center access card, and a file cabinet key as specified in Items 7 and 8 of Exhibit A, plus any applicable taxes or other governmental charges upon entering into this Agreement, unless a greater amount is specified in Exhibit A.   Manager may elect not to furnish any keys or access cards. This Service Retainer/Deposit and Key/Access Card Deposit will be held by Management without generating interest as security for performance of all the Member’s obligations under this Agreement. The Service Retainer/Deposit, or any balance after deducting outstanding fees, for office restoration service and other costs due to Management, will be returned to Member after Member has settled it’s account with Management and funds have been cleared.

H.4      Setup Fees. Member will be charged a non-refundable setup fee per Member as detailed in Item 5 of Exhibit A, which are subject to change.

H.5      Payment: Management is continually striving to reduce its environmental impact and supports its Members in doing the same.  Therefore Management will send all invoices electronically and Member will make payments by an automated method such as direct debit, ACH, or credit card.  Member hereby authorizes Manager to charge Member’s credit card that is on file with Manager for all future payments due for the balance of the agreed upon Membership term without further notice to Member.

H.6      Late Payment:  If Member does not pay any fees when due, a late fee will be charged on all overdue balances in the amount of five percent (5%) of the delinquent sum.  If any installment of the fees or any other charges payable by Member remain unpaid and overdue for more than fifteen (15) days, an additional late charge in an amount equal to interest at the rate of 1-1/2% per month (18% per annum) or the maximum permitted by law, on the delinquent amount may be charged by Manager, such charge is to be computed for the entire period for which the amount is overdue. All late charges shall be due immediately upon demand by Manager without set-off or defense.   If Member disputes any part of the invoice, Member must pay the amount not disputed by the due date or be subject to late fees. Management also reserves the right to withhold services (including, for the avoidance of doubt, denying Member access to its Accommodations) while there is an outstanding fee or other monies due Management or if Member is otherwise in breach of this Agreement.  Management may revoke Member’s membership at any time within its discretion.

H.7      Insufficient Funds:  Member will pay a fee for a return check or any other declined payments due to insufficient funds.  This fee is listed in Item 9 of Exhibit A and is subject to change.

H.8      Fee Increases. Management will increase the monthly membership fee upon each and every anniversary of the Commencement Date or at such other time as it deems appropriate.

H.9      Standard Services:  The monthly office/Accommodation membership fee for use of the Accommodations and any recurring services requested by Member are payable at regular intervals in advance as specified in Item 10 of Exhibit A. Unless otherwise agreed in writing these recurring services will be provided by Management at the specified rates for the duration of this Agreement (including any renewal). Specific due dates are listed in Exhibit A. Where a daily rate applies, the membership fee for any such month will be 30 times the daily rate. For periods of less than a month, the membership fee will be applied on a daily basis.

H.10    Pay-As-You-Use and Additional Variable Services: Fees for pay-as-you-use services, plus applicable taxes in accordance with Management’s published rates, which may change from time to time, are invoiced in arrears and payable the month following the calendar month in which the additional services were provided.  Specific due dates will differ and are listed in the Exhibit A.

H.11    Discounts, Promotions and Offers:  If Member benefited from the special discount, promotion or offer, Management may discontinue that discount, promotion or offer without notice if Member breaches these terms and conditions or becomes past due on two or more occasions.

I. Miscellaneous

I.1        Failure to Pursue Remedies.  The failure of any party to seek redress for violation of, or to insist upon the strict performance of, any provision of this Agreement will not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation.

I.2        Cumulative Remedies.  The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any Party will not preclude or waive his/her/its right to use any or all other remedies.  Said rights and remedies are given in addition to any other rights the Parties may have by law, statute, ordinance or otherwise. Management shall have the right to equitable relief to enforce its rights under this Agreement. Member agrees that irreparable damage would occur if any of the provisions of this Agreement are not performed in accordance with their specific terms or Member otherwise breaches such provisions. It is accordingly agreed that the Management will be entitled to seek an injunction or injunctions to prevent breaches of this Agreement by Member and to enforce specifically the terms and provisions of this Agreement in any court of the United States or any state having jurisdiction, this being in addition to any other remedy Management may possess.

I.3        Binding Effect.  This Agreement will be binding upon and inure to the benefit of all of the Parties and, to the extent permitted by this Agreement, their successors, legal representatives, and permitted assigns. There are not intended or incidental third party beneficiaries to this Agreement.

I.4        Interpretation.  Throughout this Agreement, nouns, pronouns and verbs will be construed as masculine, feminine, neuter, singular or plural, whichever will be applicable.  All references herein to “Articles,” “Sections” and “Paragraphs” will refer to corresponding provisions of this Agreement.

I.5        Severability.  The invalidity or unenforceability of any particular provision of this Agreement will not affect the other provisions hereof, and this Agreement will be construed in all respects as if such invalid or unenforceable provision were omitted.

I.6        Counterparts.  This Agreement may be executed in any number of counterparts with the same effect as if all Parties hereto had signed the same document.  All counterparts will be construed together and will constitute one instrument. The signatures of all of the Parties need not appear on the same counterpart, and delivery of an executed counterpart signature page by facsimile is as effective as executing and delivering this Agreement in the presence of the other Parties to this Agreement.  This Agreement is effective upon delivery of one executed counterpart from each Party to the other Parties.  In proving this Agreement, a Party must produce or account only for the executed counterpart of the Party to be charged.

I.7        Integration.  This Agreement and the Schedules and Exhibit to this Agreement constitute the entire agreement among the Parties hereto pertaining to the subject matter hereof and supersede all prior and contemporaneous agreements and understandings pertaining thereto including, without limitation, any prior operating agreements.

I.8        Governing Law; Jurisdiction and Venue.  This Agreement and the rights of the Parties hereunder will be interpreted exclusively in accordance with the laws of the State of Florida and all rights and remedies will be governed by such laws without regard to principles of conflict of laws.  The Parties acknowledge that a substantial portion of the negotiations, anticipated performance and execution of this Agreement occurred or shall occur in Miami-Dade County, Florida and that, therefore, each of the Parties irrevocably and unconditionally (a) agrees that any suit, action or legal proceeding arising out of or relating to this Agreement which is expressly permitted by the terms of this Agreement to be brought in a court of law, shall be brought exclusively in the courts of record of the State of Florida in Miami-Dade County or the court of the United States, Southern District of Florida; (b) consents to the exclusive jurisdiction of each such court in any such suit, action or proceeding; (c) waives any objection which it or he may have to the laying of venue of any such suit, action or proceeding in any of such courts; and (d) agrees that service of any court papers may be effected on such party by mail, as provided in this Agreement, or in such other manner as may be provided under applicable laws or court rules in such courts.

I.9       Effect of Waiver or Consent.  A waiver or consent, express or implied, to or of any breach or default by Member in the performance by Member of his/her/its obligations with respect to Management is not a consent or waiver to or of any other breach or default in the performance by Member of the same or any other obligations of Member with respect to this Agreement.  Failure on the part of a Management to complain of any act of Member or to declare Member in default with respect to this Agreement, irrespective of how long that failure continues, does not constitute a waiver by Management of its rights with respect to that default.

I.10      Attorneys’ Representation.  This Agreement will not be interpreted against the party who prepared and presented the Agreement because both parties have had the opportunity to seek the advice of independent counsel in connection with the review and negotiation of this Agreement.


I.12      Authorization; Enforcement. Member further represents and warrants as follows (i), if a corporate entity, Member has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by the Member’s authorized corporate representatives and no further consent or authorization of the Member, its board of directors, or its managers or its shareholders or equity beneficial owners is required, (iii) this Agreement has been duly executed and delivered by the Member by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Member accordingly, and (iv) this Agreement constitutes a legal, valid and binding obligation of the Member enforceable against it/him/her in accordance with its terms.