This Consolidated Coworking Space Membership Agreement, aka (“officeBOX Membership Plan Agreement,” “Virtual Office Agreement,” or “Member(ship) Agreement”)  comprising of the attached Community Space Terms of Use, Community Norm/Standards and its related CMRA Mail Service Terms of Use, is made and entered into by the customer identified (“CUSTOMER”, “CLIENT”, “MEMBER,” “RENTER” or  officeBOX Member) for the use of and services related to coworking space, conference room use, virtual office and physical or digital mailbox (the “MAILBOX,” “Virtual Office” or “PMB”) at officeLOCALE Inc., hereinafter referred to as (“officeLOCALE Coworking Space, or “officeLOCALE” ) under the terms set forth herein and governed by the laws State of California  on this __________day of __________________2021.

COMMUNITY SPACE/COWORKING SPACE TERMS OF USE (T.O.U):

  1. Acceptance of Terms.

The services officeLOCALE provides to you, officeBOX Member, the undersigned, (including but not limited to use of office space at 275 E. Hillcrest Drive, Suite #160, #155 and #143, Thousand Oaks, CA 91360, are subject to the following Terms of Use (“TOU”). officeLOCALE reserves the right to modify and/ or update this Consolidated Membership Agreement the TOU (as well as the Community Norms referenced below at any time without notice to you.

  1. Description of Services.

officeLOCALE may provide you with access to Office Suites #160, #155 and #143 as virtual office address, physical mailbox, conference room use, private office space use, flex desk stations, internet access, office equipment, knowledge resources, and other ancillary services and equipment as officeLOCALE may offer from time to time pursuant to the Application and officeBOX Membership Plan Agreement (“Coworking Agreement”) to which this TOU is attached collectively. The Services at all times are subject to the Member Agreement, this TOU and the Community Norms referenced in VIRTUAL OFFICE AND DIGITAL MAILBOX ACCOUNT TERMS below.

  1. No unlawful or Prohibited use.

As a condition of your use of the Services, you will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions and notices, or that are prohibited by the “Community Norms,” attached to this TOU. You may not use the Services in any manner that could damage, disable, overburden, or impair any officeLOCALE server, or the network(s) connected to any officeLOCALE server, or interfere with any other party’s use and enjoyment of any Services. You may not attempt to gain unauthorized access to any Services, or accounts computer systems or networks connected to any officeLOCALE server or to any of the Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services.

  1. Use of Services:

You agree that when participating in or using the Services, you will  NOT:

  1. Use the Services in connection with contests, pyramid schemes, chain letters, junk mail, spamming, spamming or any duplicative or unsolicited message (commercial or otherwise);
  2. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
  3. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene indecent or unlawful topic, name, material or information on or through officeLOCALE servers or bandwidth;
  4. Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same;
  5. Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secrets or other proprietary right of any party;
  6. Upload files that contain viruses, Trojan Horses, worms, time bombs, cancel bots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;
  7. Download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/ or distributed in such manner;
  8. Restrict or inhibit any other user from using and enjoying the Services;
  9. Violate any code of conduct or other guidelines which may be applicable for any particular Services;
  10. Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party;
  11. Violate any applicable laws or regulations;
  12. Create a false identity for the purpose of misleading others;
  13. Obstruct any entrance way, create any circumstances of disrepair or damage any officeLOCALE property of premises;
  14. Bring any pets onto the officeLOCALE premises, unless you have a specific need for visual assistance;
  15. Use cellular phones or other communication devices in a manner that will be disruptive to other members. In the interests of maintaining a peaceful environment, officeLOCALE requests that all members, guests, and clients turn their phones to vibrate while in the Premises. We also ask that you use a phone booth or meeting room for calls longer than three minutes; or step outside the facility to attend their call.
  16. Otherwise violate the Membership Agreement, this TOU or any of the Community norms.
  17. Otherwise exceed the following usage limitations in relation to the shared conference space: Members may not have more than ten individuals total in the conference room. All monthly allotments of conference space usage included with memberships, as well as purchases of additional usage, are subject to availability of the conference space. Unused time does not roll over or accrue from month to month.
  18. officeLOCALE Required Disclosures.

officeLOCALE reserves the right at all times to disclose any information about you and/ or your participation in and use of the Services as officeLOCALE deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in officeLOCALE’s sole discretion.

  1. Confidentiality.
  2. You acknowledge and agree that during your participation in and use of the Services you may be exposed to Confidential Information. “Confidential Information” shall mean all information, in whole or in part, officeLOCALE or any participant or user of the Services or any employee, affiliate discloses that, or agent thereof, that is nonpublic, confidential or proprietary in nature. Confidential information also includes, without limitation, information about business, sales, operations, know-how, trade secrets, technology, products, employees, customers, marketing plans, financial information, services, business affairs, an knowledge gained through examination or observation of or access to the facilities, computer systems and/ or books and records of officeLOCALE or otherwise derived in any manner from the Confidential Information and any information that you are obligated to keep confidential or know or have reason to know should be treated as confidential.
  3. Not to use Confidential Information in any way directly or indirectly detrimental to officeLOCALE or any participant or user of the Services.
  4. All Confidential Information remains the sole and exclusive property of officeLOCALE or the respective disclosing party. You acknowledge and agree that nothing in the Member Agreement, this TOU or Community Norms, or your participation or use of Services, will be construed as granting any rights to you, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of officeLOCALE or any participant or user of the Services.
  5. Participation In or Use of Services.

You acknowledge that you are participating in or using the Services of your own free will and decision. You acknowledge that officeLOCALE does not have any liability with respect to your access, participation in, use of the Services, or any loss of information resulting from such participation or use.

  1. Disclaimer of Warranties.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, officeLOCALE PROVIDES THE SERVICES “AS IS” AND WITH ALL FAULTS AND HEREBY DISCLAIMS WITH RESPECT TO THE SERVICES ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY ( IF ANY) WARRANTIES, DUTIES OR CONDITIONS OF OR RELATED TO: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF RESPONSES, RESULTS, WORKMANLIKE EFFORT AND LACK OF NEGLIGENCE. ALSO, THERE IS NO WARRANTY, DUTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON- INFRINGEMENT CONCERNING ANY USE OF THE SERVICES. THE ENTIRE RISK AS TO THE QUALITY, OR ARISING OUT OF PARTICIPATION IN OR THE USE OF THE SERVICES REMAINS WITH YOU.

  1. Exclusion of incidental, Consequential and Certain Other Damages.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL officeLOCALE OR ITS SUBSIDIARIES (WHETHER OR NOT WHOLLY- OWNED), AFFILIATES, DIVISIONS, AND THEIR PAST, PRESENT AND FUTURE OFFICERS, AGENTS, SHAREHOLDERS, MEMBERS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS AND ASSIGNS, JOINTLY AND INDIVIDUALLY BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE), NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE PARTICIPATION IN OR INABILITY TO PARTICIPATE IN OR USE OF THE SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT, (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY OF officeLOCALE, AND EVEN IF officeLOCALE HAS BEEN ADVISED OF THE POSSIBILITY OF THE POSSIBILITY OF SUCH DAMAGES.

  1. Limitation of Liability and Remedies.

NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF officeLOCALE OR IT’S SUBSIDIARIES (WHETHER OR NOT WHOLLY –OWNED), AFFILIATES, DIVISIONS, AND THEIR PAST, PRESENT AND FUTURE OFFICERS, AGENTS, SHAREHOLDERS, MEMBERS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS AND ASSIGNS UNDER ANY PROVISION OF THIS TOU AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO ACTUAL DAMAGES INCURRED BY YOU BASED ON REASONABLE RELIANCE UP TO TEN DOLLARS (USD $10.00). THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING SECTION 8 AND 9 ABOVE) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

  1. Termination

officeLOCALE reserves the right to terminate any Service at any time. officeLOCALE further reserves the right to terminate your participation in and use of any Services, immediately and without notice, if you fail to comply with the TOU or Community norms. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT NEITHER THE SERVICES PROVIDED BY officeLOCALE NOR THIS AGREEMENT SHALL IN ANY MANNER CONSTITUTE A LANDLORD/TENANT RELATIONSHIP, AND officeLOCALE MAY IMMEDIATELY TERMINATE THE SERVICES FOR ANY REASON AT ANY TIME. Upon termination, you agree to immediately remove any and all of your personal property from the Premises.

  1. Indemnification.

You release, and hereby agree to indemnify, defend and save harmless officeLOCALE and officeLOCALE’S subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses (including, without limitation, reasonable attorney’s fees), judgments, fines and penalties based upon or arising out of your negligent actions, errors and omissions, willful misconduct and/ or fraud in connection with the participation in or use of the Services. You further agree in the event that you bring a claim or lawsuit in violation of this agreement, you shall be liable for any attorney’s fees and costs incurred by officeLOCALE or its respective officers and agents in connection with the defense of such claim or lawsuit.

  1. Insurance.

As required by the owner of building located at 275 E. Hillcrest Road, Thousand Oaks, CA 91360, officeLOCALE carries Liability and Business Personal Property insurance. officeLOCALE members are not required but it is strongly suggested that they carry an insurance policy to cover their own equipment and personal property while using our space. That policy may cover your current residence/ office, as well as the Premises of officeLOCALE.

  1. Additional General Terms for office space use.

By signing this TOU, you furthermore agree to the following additional general terms and conditions of your membership:

  1. You shall not place anything, or allow anything to be placed, in the common areas, in any, or near the glass or any window, door, partition or wall which may in officeLOCALE’s judgment, appear unsightly from the common areas or from the outside of the building in which the Premises are situated (“Building”).
  2. The sidewalks, halls, passages, exits, entrances, elevators and stairways shall not be obstructed or used for any purposes other than for ingress to and egress from the Premises. The halls, passages, exits, entrances, elevators, stairways, balconies and roof are not for the use of the general public and officeLOCALE shall in any cases retain the right to control and prevent access thereto by all persons whose presence in the judgment of officeLOCALE, reasonably exercised, shall be prejudicial to the safety, character, reputation and interests of the Building. Neither you nor any of your employees or invites shall go into the basement of the Building or to any other floor without permission.
  3. The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any purposes other than that for which they were constructed, and no foreign substance of any kind whatsoever shall be thrown therein, and to the extent by you or your employees or invitees, the expense of any breakage, stoppage or damage resulting from the violation of this norm shall be born by you.
  4. You shall not cause any unnecessary janitorial labor or services by reason of your carelessness or indifference in the preservation of good order and cleanliness.
  5. You shall not bring upon, use or keep in the Premises or the Building, any kerosene, gasoline or inflammable or combustible fluid or material or use any method of heating or air conditioning other than that supplied by officeLOCALE.
  6. Upon the termination of Services, you shall deliver to officeLOCALE all keys and passes which shall have been furnished to you. In the event of the loss of any keys so furnished, you shall pay officeLOCALE therefore. You shall not make, or cause to be made, any duplicates of such keys.
  7. When accessing officeLOCALE during unstaffed hours, you shall cause all doors to the Premises to be closed and securely locked before leaving the Building.
  8. Without the prior written consent of officeLOCALE, you shall not use the name of officeLOCALE or any picture of officeLOCALE in connection with, or in promoting or advertising your business, except you may use the address of officeLOCALE as the address of your business.
  9. You shall cooperate fully with officeLOCALE to assure the most effective operation of the heat and air conditioning, and acknowledge that officeLOCALE is a shared space in which the temperature will be set at a level comfortable to the greatest number of members present by officeLOCALE office staff.
  10. Except with the prior written consent of officeLOCALE, you shall not sell or cause to be sold any items or services at retail in or from the Premises.
  11. You shall not conduct any auction nor permit any fire or bankruptcy sale to be held on the Premises, nor store goods, wares or merchandise on the Premises.
  12. On evenings, weekends, federally observed holidays and on other days during certain hours for which officeLOCALE may be closed after normal business hours, access to officeLOCALE will be controlled through the use of a card key system or a phone call/in person notification to officeLOCALE reception. This system will verify any and all persons seeking access to the Building through the use of proper identification to determine if they have rights of access to the Premises. officeLOCALE shall in no case be liable for damages wherein admission to the Building has not been granted during abnormal hours by reason of your failing to properly identify yourself through the use of a card- key, denial of permission by officeLOCALE on reasonable grounds, or through the failure of the Building to be unlocked and open for access by you.
  13. You shall give prompt notice to officeLOCALE of any accidents to or defects in plumbing, electrical fixtures or heating apparatus reasonably known to you so the same may be attended to properly.
  14. Internet Policy: Wireless access to the Internet is provided during your membership. Service interruptions, if they occur, will be handled as promptly as possible. officeLOCALE is not responsible for any data, business or other losses as a result of such interruptions. You are responsible to protect your own computer and data from electrical surges, theft, virus, or other malicious attack. You agree not to resell any aspect of the Services, whether for profit or otherwise, share your IP address or ISP Internet connection with anyone, or to authorize any other individual or entity to use the Service. You agree that sharing the Service with another party breaches this TOU and may constitute fraud or theft, for which officeLOCALE reserve all rights and remedies. You have no proprietary or ownership rights to a specific IP or other address, login name or password at any time. officeLOCALE will assign you an IP address each time you access the Service, and it will vary. You may not assign your log-in name, password or IP address to any other person.
  15. Drop In – Daily Pass: A deposit equal to four hours rent is required at the time of rental. Balances are due on checkout at the end of the rental period. All Co-working space rental payments are nonrefundable. Drop In – Daily Pass members must checkout by 5:00 p.m. each day unless members have opted for extended time permission.
  16. Smoking is not permitted in officeLOCALE facility. Client may ask OL’s receptionist for directions to a designated smoking  area.
  17. Co-working provides a means for independent business operators to share information and collaborate on projects. This type of sharing and collaboration among members is highly recommended and encouraged
  18. officeLOCALE has the right to deny or cancel memberships as it deems necessary for any reason whatsoever and Client agree to promptly remove any of Client’s property from officeLOCALE upon notice of any cancellation of membership
  19. Members whose membership provides for conference room time must schedule the use of a conference room through officeLOCALE’s reception desk or liquid space. Other members may schedule use of the conference room for an additional fee.
  20. Activities within the co-working space will be digitally recorded via a security camera. However, officeLOCALE is not responsible for the security of any member or its guests. Client acknowledges its own responsibility for its security at all times while in or near officeLOCALE facility
  21. Building Entry – Members will be able to enter the building between 7:00 a.m. and 7:00 p.m. Monday – Friday through the front entrance, except for standard business holidays and special occasions. Members whose membership provides for after-hours entry will be assigned an access code to enter the building 24 hours a day. Members provided such access codes agree to keep those codes confidential at all times and refrain from sharing them with any other party whatsoever.
  22. Copy Machine – Copying restrictions apply to membership type. All members will be billed at the end of each day for any overages in printing/scanning.
  23. Supplies – Client is responsible for providing office supplies such as paper, pens, pencils, staplers, tape, markers, etc. for Client’s own use.
  24. Signing In and Out – Each member is required to sign in and out at the Reception Desk every time the member enters or departs from OL facility.
  25. Faxes/Scans may be sent and received from OL. Receiving and sending scans or faxes is free (limited amount per plan). After the free allotted amount scanning $1.00 per page and is billed at the end of each visit.
  26. Shipping – Members, other than Drop-In members, may use officeLOCALE FedEx, USPS and DHL shipping accounts to send packages. Members will be billed for the actual amount at the end of each visit
  27. Printer – Members are asked to get assistance for all printing and copying services. Additional copies over the plan use are billed at the end of each visit. Prices varies by job type
  28. Conference Room – Members must schedule conference room time through the Receptionist Desk or on LiquidSpace.com in accordance with their membership level. Only business related activities are permitted in the conference room at all times.
  29. Signs – Client shall not display any sign on the exterior or interior of officeLOCALE facility without the prior written permission of officeLOCALE.
  30. Warranty – Client specifically recognizes and acknowledges that any business venture to be undertaken by Client depends upon the ability of Client as an independent businessperson, as well as other factors, such as market and economic conditions, beyond the control of officeLOCALE. Client acknowledges that success or failure of Client’s business enterprise will be dependent on the business acumen and diligence of Client.  Client specifically recognizes and stipulates that success or failure of Client’s business will not depend on the performance of officeLOCALE  under this agreement, and OL make no representation or warranty whatsoever as to the success of Client’s business.

 Miscellaneous.

  1. BLANK
  2. Severability. In the event that any provision or portion of this TOU, the Member Agreement or Community Norms is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this TOU, the Member Agreement and Community Norms shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.
  3. Waivers. No waiver shall be binding on officeLOCALE unless executed in writing by an authorized representative of officeLOCALE.
  4. Successors and Assigns. This TOU, the Member Agreement and  Community Norms shall be binding on your heirs, legal representative, successors and assigns.
  5. No Assignment. In no event may you assign in whole or in part your Membership or use of the Services, without the advance written consent of officeLOCALE.
  6. Blank
  7. Attorney’s Fees. If officeLOCALE shall bring any action for any relief against you arising out of this TOU, the Member Agreement or Community Norms, the losing party shall pay to the prevailing party a reasonable sum for attorneys fees and costs incurred in bringing such suit and/or enforcing any judgment granted therein, all of which shall be deemed to have accrued upon the commencement of such action and shall be paid whether or not such action is prosecuted to judgment.
  8. Governing Law. The rights and obligations of hereunder shall be governed by, and this TOU, the Member Agreement and Community Standards, Virtual Office Mailbox Plan shall be construed and enforced in accordance with, the laws of the State of California. Venue for the resolution of any dispute arising out of this TOU, the Member Agreement, Community Standards, Virtual Office Mailbox Plan shall be Ventura County in California.
  9. Modification. officeLOCALE may in its sole discretion, upon written notice, change the Terms of Use, Community Standards,  Virtual office and Mailbox Terms.

I hereby acknowledge that I have read and understood all of the terms and conditions contained in this TOU (including the attached Community Standards, Virtual Office Mailbox Plan terms) and further agree to be bound to the TOU Community Standards, Virtual Office Mailbox Plan regarding my participation in and use of the Services.

SIGN:                                                              PRINT NAME                                                DATE:

VIRTUAL OFFICE CMRA MAIL SERVICE AGREEMENT (ONLINE DIGITAL MAILBOX PORTAL):

ANY PERSON OR ENTITY THAT DESIRES TO BECOME A RENTER OF OUR COWORKING AND VIRTUAL OFFICE SERVICES MUST AFFIRMATIVELY INDICATE ITS ACCEPTANCE OF THIS AGREEMENT BEFORE CONTINUING WITH THE REGISTRATION PROCESS. BY INDICATING SUCH ACCEPTANCE AND PROCEEDING TO REGISTER FOR AND USE ANY SERVICES, RENTER IS AGREEING TO ALL OF THE TERMS OF THIS AGREEMENT. OfficeLOCALE IS NOT WILLING TO PERMIT USE OF THE SERVICES BY ANY PERSON WHO IS UNWILLING OR UNABLE TO AGREE TO ALL OF THESE TERMS; ANY PROSPECTIVE RENTER WHO CANNOT OR WILL NOT AGREE TO ALL OF THESE TERMS MUST EXIT OUT OF THE AGREEMENT REVIEW AND ACCEPTANCE PROCESS IMMEDIATELY, AND THEREAFTER MAY NOT CONTINUE WITH ANY USE OF officeLOCALE  SERVICES COVERED BY THIS AGREEMENT.

IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF SOMEONE ELSE, WHETHER AN EMPLOYER, A CUSTOMER, A CLIENT OR ANY OTHER THIRD PARTY, YOU MUST BE PREPARED TO DEMONSTRATE TO officeLOCALE THAT YOU ARE AUTHORIZED TO ACT ON BEHALF OF AND ACCEPT THIS AGREEMENT FOR THAT THIRD PARTY AS THE RENTER; PROVIDED, THAT officeLOCALE IS NOT UNDER ANY OBLIGATION TO REQUEST SUCH PROOF, AND officeLOCALE WILL BE ENTITLED TO ASSUME THAT IF YOU ACCEPT THIS AGREEMENT ON A RENTER’S BEHALF YOU HAVE BEEN AUTHORIZED TO DO SO, AND TO BIND THE RENTER TO THE TERMS OF THIS AGREEMENT.

This Agreement, which sets forth the terms of Renter’s access to and use of the Services, is effective as of the date that this Agreement is accepted by Renter or on Renter’s behalf  on this _______________day of_______.

Renter agrees as follows:

  1. Background on this Agreement. This Agreement is for Renter’s access to and use of the Anytime Mailbox Services (ATMB) and the digital and remote mailbox services provided to Renter thereby (such mailbox services being referred to herein as Renter’s “Mailbox”). The Services consist of software, websites and online services that will allow Renter to have its postal mail scanned by an Operator (officeLOCALE Coworking Space), after which Renter can view and manage this scanned mail via a digital mailbox provided by ATMB’s online, digital platform. For the avoidance of doubt, ATMB does not take any part whatsoever in the receipt or other handling of any renter’s or user’s physical mail. As a result, ATMB has no control over or role in the delivery or distribution of any physical mail, the scanning of any physical mail for purposes of making it available in Renter’s Mailbox or otherwise accessible via the Services, or the assignment of any mail, once scanned, to Renter’s Mailbox or to any other digital mailbox maintained on and provided via the Services. Accordingly, by entering into this Agreement and using the Services, Renter is acknowledging that ATMB will have no liability to Renter or to any third party for any mail that is not properly scanned, assigned or otherwise handled, and ATMB expressly disclaims any warranty regarding the handling, distribution, appearance or availability of mail on or via the Services. The specific mail-related services that ATMB offers are identified in Section 4 below.
  2. Authorization and Required Documentation.

2.1 Authorization. By executing this Agreement, Renter is expressly authorizing ATMB and officeLOCALE Coworking Space (Renter’s Operator) to view, scan and provide Renter with information regarding, and with scans of the outside of, Renter’s physical mail received by officeLOCALE, as well as scans of the internal contents of such mail where authorized by Renter in accordance with this Agreement. Moreover, each time Renter (including anyone with the actual or apparent authority to act on Renter’s behalf) uses the Services to request any specific Action Item (as defined in Section 4 below), Renter is giving its express and legally binding authorization for ATMB and officeLOCALE to perform such Action Item. Notwithstanding the foregoing, Renter understands and agrees that an officeLOCALE Coworking Space may decline, in its sole discretion, to scan and provide to Renter an external and/or an internal image of any mail that such Operator determines is or is likely to be or contain any materials that are obscene, an incitement to hate or violence, or otherwise contrary to law or in violation of this Agreement. In addition, officeLOCALE Coworking Space may open and inspect, and Renter hereby acknowledges and agrees that each Operator reserves the right to open and inspect, any mail or packages as appropriate in the Operator’s discretion, including (without limitation) any that may arrive damaged. Moreover, Renter understands and agrees that ATMB and officeLOCALE Coworking Space cannot and will not be responsible in any way for the acts or omissions of officeLOCALE’s service operations.

2.2 Standard Mail. Renter also hereby authorizes ATMB and officeLOCALE Coworking Space to discard or recycle any and all”Standard Mail” (as that term is defined by the United States Postal Service (the “USPS”)), sometimes also referred to as “junk mail,” which may include (without limitation) flyers, circulars, catalogs and other advertising or promotional materials, as well as any other mail that has been postmarked “Standard,” “Std,” “Std Pre-Sort,” “non-profit,” or with such other markings as the USPS may from time to time use to identify Standard Mail. Except as Renter may otherwise require (and for which additional fees may apply), ATMB and officeLOCALE Coworking Space will not be obligated to scan or deliver to Renter’s Mailbox any Standard Mail addressed to Renter.

2.3 HIPAA; Privacy Laws. Renter understands that ATMB and officeLOCALE Coworking Space are obligated to comply with laws and regulations regarding specific types of protected or otherwise confidential information, and that (a) the outside of an item of mail may not reveal that its internal contents include such protected or confidential information, and (b) even if the outside of an item of mail does provide such information regarding its internal contents, Renter may nevertheless use the Services to direct officeLOCALE Coworking Space to open the item of mail and scan its internal contents for delivery to Renter’s Mailbox. Accordingly, by executing this Agreement and accessing and using the Services, Renter is giving express authorization and consent for officeLOCALE to open, and for officeLOCALE Coworking Space and ATMB to use the Service to deliver or otherwise scan, process or forward, all of Renter’s mail, specifically including any such mail that may be covered by or contain health and healthcare related information protected under the U.S. Health Insurance Portability and Accountability Act of 1996 (or “HIPAA”), 42 USC 1320d and 45 CFR 160-164, and all other Federal, State, Commonwealth, EU, and other territorial privacy laws, as well as any executive or administrative orders issued by a governmental authority.

2.4 Legally Required Forms.

(a) USPS Form 1583. Each individual or entity that desires to receive physical mail addressed to him, her, them or it at Renter’s mailing address (i.e., with Renter’s Operator) must complete a United States Postal Service Form 1583 (“Form 1583”) in accordance with all laws, statutes, regulations, rules and manuals applicable thereto, in order to authorize the receipt of mail or packages addressed to such person at the Operator’s location. Renter agrees to complete all necessary documents, including Form 1583 and any required acknowledgment form relating to service of process. Renter further agrees to accept a revised version of this Agreement and Form 1583 whenever any information required on this Agreement or Form 1583 changes. Renter authorizes officeLOCALE Coworking Space to submit any Form 1583 provided by Renter, and to keep a copy of each such Form 1583 and any related documentation that ATMB or officeLOCALE Coworking Space should deem necessary or appropriate to retain. As Renter’s authorized agent for receipt of mail, officeLOCALE Coworking Space will accept all mail, including registered, insured, and certified items, and, if authorized on Form 1583, restricted mail (i.e., mail where the sender has paid a fee to direct delivery only to an individual addressee or addressee’s authorized agent). Unless prior arrangements have been made, officeLOCALE Coworking Space shall only be obligated to accept mail or packages delivered by commercial carrier services, which require a signature from officeLOCALE Coworking Space as a condition of delivery. Renter must accept and sign for all mail and packages upon the request of officeLOCALE Coworking Space. In connection with the foregoing, Renter specifically acknowledges and agrees that:

(i) officeLOCALE Coworking Space has the right to refuse to accept any mail or package item until the officeLOCALE Coworking Space has approved (to be given in the officeLOCALE’s sole and absolute discretion) Renter’s Form 1583 and activated Renter’s Mailbox, and until officeLOCALE has a valid Form 1583 on file for Renter, the officeLOCALE legally cannot provide Renter with mail received by the Operator and addressed to Renter, and instead, on the next business day, the Operator must return any such mail to the Post Office responsible for delivery, endorsed “”Undeliverable, Commercial Mail Receiving Agency, No Authorization to Receive Mail for this Addressee”;

(ii) In order to be delivered to Renter, mail must be addressed to Renter at the exact mailing address set forth in Renter’s Form 1583, as mail without a proper address may be returned to the sender endorsed “Undeliverable as Addressed”;

(iii) officeLOCALE  has the right to refuse to accept any mail or package addressed to Renter due to the size or other condition of the mail or package or the circumstances of its transmission, delivery, or arrival;

(iv) Once Renter has completed Form 1583, officeLOCALE will have final determination regarding acceptance of any mail, and Renter will not begin forwarding mail to the officeLOCALE’s address until Renter has been notified that officeLOCALE has approved Renter’s application; if officeLOCALE has otherwise failed to approve Renter’s application, then Renter’s mail will be returned to its senders endorsed “Undeliverable as Addressed,” and if Renter does not have a valid Form 1583 on file with officeLOCALE, then Renter’s mail will be returned in accordance with Section 2.4(a)(i) above;

(v) ATMB and officeLOCALE delivers scanned copies of mail to renter accounts via digital mailboxes provided via the Services, and ATMB and officeLOCALE does not warrant that all mail will be timely or accurately delivered, or that mail will never be mistakenly assigned to another account, and Renter acknowledges that under no circumstances will ATMB or officeLOCALE be liable to the intended recipient, or to any incorrect recipient;

(vi) ATMB and officeLOCALE will, promptly after being made aware of any incorrectly delivered mail, exercise commercially reasonable efforts to notify both the intended recipient and the unintended recipient, and to remove incorrectly delivered mail from the applicable digital mailbox; and

(vii) officeLOCALE may refuse to continue to process Renter’s mail at any time, and may thereafter refer Renter back to ATMB for referral to another Operator, with or without prior notice, and for any reason (including for no reason), such as (by way of example only) for any actual or suspected fraudulent or illegal activity by or involving Renter.

2.5 Unlawful or Suspicious Activity. Renter will immediately notify officeLOCALE or ATMB of any suspected or actual fraudulent, unauthorized, illegal, improper or suspicious use of the Services, as well as of any other breach of security or unauthorized or illegal activity that Renter reasonably suspects to be occurring in connection with the Services.

2.6 Privacy Policy. A complete statement of ATMB’s current privacy policy (the “Privacy Policy”) can always be found by clicking [here]. The Privacy Policy (including any amendments thereto from and after the Effective Date hereof) is expressly incorporated into this Agreement by this reference, and Renter’s access to and use of the Services constitutes Renter’s acceptance of and agreement to the Privacy Policy as part of this Agreement. If there is any conflict between this Agreement and the terms of the Privacy Policy on any matters relating to the privacy of information or data, the terms of the Privacy Policy will prevail.

2.7 Additional Terms. From time to time during the Term of this Agreement (as defined in Section 6 below), officeLOCALE or ATMB may expand or modify the Services by offering new, additional or modified products or services (“Additional Services”) that officeLOCALE or ATMB is including as part of the Services; occasionally, these Additional Services will be subject to additional terms and conditions of use (” Additional Terms “); ATMB will present any such Additional Terms in conjunction with its introduction of the applicable Additional Services, and unless the Additional Services are optional (in which case Renter will be required to separately accept the Additional Terms prior to any use of these optional Additional Services), any Additional Terms that officeLOCALE or ATMB promulgates will automatically be binding on Renter, and will hereby be deemed incorporated into this Agreement by this reference. If Renter does not agree to the Additional Terms, then Renter’s sole recourse will be to terminate this Agreement and cease all use of the Services.

  1. Access to the Services.

3.1 Requirements. In order to access and use the Services, Renter will need to select and register with officeLOCALE or ATMB, and then follow all officeLOCALE or ATMB instructions and steps for creating an account with officeLOCALE or ATMB (including, without limitation, by providing complete and accurate answers to all officeLOCALE or ATMB requests for information in connection with that account registration process). After registering, once Renter has accepted and agreed to this Agreement and submitted all information and documents required hereunder, Renter will be provided with access to the officeLOCALE or ATMB dashboard, for use in accessing the Services during the Term as permitted by this Agreement; provided, that officeLOCALE or ATMB will be entitled to commence invoicing Renter upon Renter’s execution of this Agreement (and Renter will be obligated to pay such invoices in accordance with the terms hereof and as required for Renter’s chosen Services), notwithstanding that Renter has not yet submitted to officeLOCALE or ATMB all documents required in order to enable officeLOCALE or ATMB  to perform such Services, and notwithstanding that Renter may not yet be receiving postal mail at its Operator (e.g., for one or more of the reasons identified in Section 2.4(a) above).

3.2 Operator Selection. Renter will be solely and entirely responsible for selecting and engaging an Operator that will be able to receive Renter’s mail and offer Renter access to ATMB and its Services. Renter understands and acknowledges that it will be Renter’s obligation to carefully research potential Operators, and to satisfy itself that the Operator that Renter selects is competent, trustworthy, financially stable, and operating as a commercial mail receiving agency (or ” CMRA”) in compliance with all applicable federal, state and local laws, rules and regulations, as well as in accordance with the USPS Domestic Mail Manual (or “DMM”). Notwithstanding that ATMB (via its Site or through other means) may offer Renter assistance in finding and selecting an Operator (and may even do so in a way that Renter construes as providing recommendations or directing Renter to a particular Operator), ATMB does not recommend or endorse or otherwise direct any existing or prospective renter to any particular Operator. ATMB will have no liability whatsoever for Renter’s selection of its Operator, or for any Renter or third-party claims related to or arising out of any acts or omissions of such Operator in enabling or facilitating Renter’s receipt of mail in its Mailbox, or in otherwise assisting ATMB with any of the Services provided hereunder. For the avoidance of doubt, Renter’s selected Operator is Renter’s CMRA, and under no circumstances will ATMB be deemed to be a CMRA as a result of any of the Services that ATMB offers or provides.

3.3 Account Access and Security. The individual identified for account access in Renter’s registration materials is the sole authorized user of Renter’s account, and has been or will be provided with instructions on how to create an account and access the Services. Renter will be responsible for maintaining the confidentiality of its password and any account number or other confidential account information selected by Renter or provided by ATMB for access to the Services. Renter will be solely and fully responsible for all activities that occur under Renter’s name or account, or with the use of Renter’s login information or password.  officeLOCALE or ATMB has no control over the use of any renter account and expressly disclaims any liability derived therefrom. If Renter suspects that any unauthorized party may be using Renter’s login, password or account, or that there has been any other breach of security relating to the Services or Renter’s access thereto, Renter will contact officeLOCALE or ATMB immediately and will fully cooperate with officeLOCALE or ATMB in any investigation into such unauthorized access or use.

3.4 Suspension of Access.  officeLOCALE or ATMB may, in its reasonable discretion and without prior notice to Renter, suspend Renter’s access to and use of the Services at any time if officeLOCALE or ATMB believes that (a) Renter is in breach of any obligations under this Agreement; (b) Renter’s use of the Services poses a security risk; (c) Renter’s use of the Services violates, misappropriates, or infringes the rights of ATMB or a third party; or (d) Renter’s use of the Services imposes unexpected or excessive demands on officeLOCALE or ATMB, or on other users of the Services. Upon any such suspension, Renter and officeLOCALE or ATMB will cooperate in good faith to identify the cause of the issue giving rise to the suspension, and without limiting any of officeLOCALE’s and ATMB’s other rights, no suspension will be lifted until Renter can demonstrate to officeLOCALE’s and ATMB’s reasonable satisfaction that Renter has removed or otherwise remedied the issue or issues giving rise to the suspension.

  1. Available Services.

4.1 Action Items.

(a) Initial Action Items. Once officeLOCALE has scanned the outside of an item of Renter mail, Renter can then direct officeLOCALE via the Services to perform certain initial actions (each, an “Initial Action Item”), for which Renter will be charged the applicable fee set forth in the Fee Schedule (defined below).  officeLOCALE will determine (in its sole discretion) which Initial Action Items to offer to its renters, and neither officeLOCALE or ATMB will have any liability for officeLOCALE’s failure to offer certain Initial Action Items, or for any changes to its Initial Action Items that officeLOCALE may make from time to time. The Initial Action Items may include any or all of the following, and while their availability  may be indicated via the information that the Service provides to Renter regarding officeLOCALE, Renter will be solely responsible for confirming that its chosen Operator offers all of the Initial Action Items that Renter will or may require during the Term hereof:

(i) Open and scan the internal contents of the mail;

(ii) Where clear from the outside that the mail contains a check, open the mail and endorse and deposit the check, in accordance with Renter’s specific instructions and to an authorized Renter bank account;

(iii) Hold the mail for pick-up;

(iv) Physically store the item of mail;

(v) Shred or recycle the mail;

(vi) Forward the (physical, unopened) mail to an address specified by Renter.

(b) Subsequent Action Items. Once officeLOCALE has performed any of the Initial Action Items listed above that result in Renter being provided with additional information about the nature or contents of an item of Renter mail, Renter will have the option to further direct officeLOCALE via the Services to perform certain additional actions(each, a “Subsequent Action Item,” and together with the Initial Action Items, collectively, the “Action Items”), for which Renter will be charged an additional fee as set forth in the Fee Schedule. As with Initial Action Items, officeLOCALE will determine (in its sole discretion) which Subsequent Action Items to offer to its renters, and neither officeLOCALE  nor ATMB will have any liability for officeLOCALE’s failure to offer certain Subsequent Action Items, or for any changes to its Subsequent Action Items that officeLOCALE may make from time to time. In general, Subsequent Action Items are expected to include the following:

(i) Shred or recycle a mail item that has been opened and scanned;

(ii) Hold an opened item of mail for pickup, or continue to physically store pending further instructions;

(iii) Forward the opened item of mail to an address specified by Renter;

(iv) Unpack a larger parcel for individual reshipment of items contained therein;

(v) Consolidate multiple smaller parcels into a single larger package for reshipment; or

(vi) Endorse and deposit, in accordance with Renter’s specific instructions and to an authorized Renter bank account, a check that is made out to Renter.

(c) Renter Inaction. Where Renter’s Initial Action Item is to request that the internal contents of an item of mail be scanned, once the scanned item becomes available in Renter’s Mailbox Renter will then have ten days in which to select a Subsequent Action Item. If Renter fails to select a Subsequent Action Item within such 10-day period (the “Next Action Period”), then Renter may (at officeLOCALE’s discretion or pursuant to an Operator’s terms) begin to incur storage fees for the continued storage of the physical item of mail. In addition, and notwithstanding any incurring storage fees charged to Renter for the scanned mail item, if Renter has not selected a Subsequent Action Item prior to expiration of the Next Action Period applicable to a scanned mail item, officeLOCALE will have no obligation to retain and continue to store the physical item of mail, and may elect to destroy (by shredding or other reasonably secure means) any such item of scanned mail. For clarity, an officeLOCALE will have no liability to Renter whatsoever for any physical item of mail that has been opened and scanned by officeLOCALE, where Renter fails to specify a Subsequent Action Item prior to expiration of the Next Action Period applicable to such item of mail.

(d) Renter Responsibility. Renter understands and agrees that any decision to provide, terminate or modify an Action Item will be made by officeLOCALE in its sole discretion, and officeLOCALE  or ATMB makes no assurances or warranties about the nature or extent of the Action Items that may or may not be available from officeLOCALE  at any time or from time to time during the Term hereof. Renter is and will at all times be solely responsible for Action Item requests and/or other instructions to perform Services, and Renter will be responsible for payment of all fees and expenses associated therewith. Neither officeLOCALE  nor ATMB will be responsible (whether to Renter or to any third party) for items that are recycled or shredded as a result of Renter’s request or direction, or for the results of any other Action Items that are taken pursuant to Renter’s instructions or at Renter’s direction, and by using the Services to request performance of any Action Item, Renter is giving its express and legally binding authorization to officeLOCALE  and ATMB to perform such Action Items. Without limiting any of the foregoing, Renter understands and agrees that Renter will be solely responsible for confirming and otherwise ensuring that officeLOCALE has the complete, up-to-date and otherwise accurate information required for officeLOCALE to perform any Subsequent Action Item requested by Renter.

4.2 Unauthorized Mail. In the event that postal mail content or information belonging to a person outside of Renter’s account appears in Renter’s Mailbox by means other than a transfer from the addressed user (“Unauthorized Mail”), Renter will not take or request any Action Item with respect to such mail, other than to alert officeLOCALE (with a copy to [email protected]) that Renter has received Unauthorized Mail. Renter further agrees not to view, read, copy, print, or otherwise distribute, disseminate, disclose, or use for any purpose any content or other information on or within a piece of Unauthorized Mail. Renter agrees that violation of this paragraph will be grounds for immediate termination of Renter’s account, at officeLOCALE  and ATMB’s sole discretion, and that failure to comply with Renter’s obligations, as stated above and elsewhere in the Agreement, in connection with any Unauthorized Mail may expose Renter to criminal and/or civil liability, including responsibility for monetary damages.

4.3 Changes to Features and Action Items. Renter understands and agrees that officeLOCALE or ATMB  reserves the right, at any time and without liability, to change the features and functionality of the Services, which changes might include, without limitation and by way of example only, adding or removing Action Items, or changing the fees charged for certain features of the Services. officeLOCALE  or ATMB will use commercially reasonable efforts to provide Renter with prior notice of any such changes made during the Term hereof. If Renter does not agree to any changes, Renter’s sole course of action will be to stop using the Services and terminate this Agreement in its entirety.

  1. Pricing and Effect of Nonpayment.

5.1 Fees. officeLOCALE offers registration for the Services will include information regarding the fees applicable to (and Services provided under) available subscription plans, as well as Renter’s pricing for optional Services not included in or above the included limits of a chosen subscription plan (all such pricing, collectively, the “Fee Schedule”). The Fee Schedule applicable to Renter’s selected Services (as such Fee Schedule may be amended from time to time by officeLOCALE or ATMB) is hereby incorporated into this Agreement by this reference. All fees for Services are subject to change at any time, and once paid, are non-refundable; Renter can view the then-current Fee Schedule at any time by accessing the section of the officeLOCALE website at www.officelocale.com or ATMB Site with Renter’s plan and pricing information, such that Renter will always be able to determine the fees for an Action Item before initiating a request, as well as the fees for an officeBOX Coworking Membership, Virtual Office membership, Coworking Space Membership, Dedicated Desk, Private Office or ATMB subscription any time Renter desires to renew, extend or upgrade the Services provided under this Agreement. It will be Renter’s obligation, and a condition of Renter’s continued access to and use of the Services, to make timely payment of all fees for Services purchased under Renter’s account.

5.2 Membership Set Up Fees

(a) officeLOCALE  requires that Renter pay one time membership initiation fees $100 (Set Up Fees), in order to initiate Service and obtain a Mailbox or Virtual Office.  A Security Deposit (if applicable) is to be held by officeLOCALE as security for Renter’s faithful and timely performance of its obligations under this Agreement. In addition, ATMB may require that Renter provide a Security Deposit (or an increase to the Security Deposit then held by ATMB) at any time during the Term (including, for the avoidance of doubt, where Renter was not previously required to provide any Security Deposit), where ATMB has reasonable concerns regarding, or reasonable doubt about, Renter’s ability to continue to meet its payment obligations under this Agreement. officeLOCALE  or ATMB will notify Renter in writing of any such requirement for a new Security Deposit or Set Up fees or an increase to Renter’s Security Deposit amount, and Renter will promptly provide officeLOCALE  or ATMB with the requested amount.

(b) If Renter fails to pay any fees due hereunder, or otherwise defaults under this Agreement, officeLOCALE or ATMB may use, apply or retain all or any portion of Renter’s Security Deposit for the payment of any amount due to officeLOCALE  or ATMB, or to reimburse or compensate officeLOCALE  or ATMB for any liability, expense, loss or damage which officeLOCALE  or ATMB may suffer or incur by reason thereof. If officeLOCALE  or ATMB uses or applies all or any portion of the Security Deposit, then Renter will, within 10 days after officeLOCALE ‘s or ATMB’s written request therefor, provide officeLOCALE or ATMB with money sufficient to restore the Security Deposit to the full amount then required by officeLOCALE  or ATMB.

(c) Within 30 days after the expiration or termination of this Agreement, ATMB will return to Renter that portion (if any) of the Security Deposit not used or applied by ATMB as permitted hereunder, including (without limitation) against any amounts then due from Renter. No part of the Security Deposit will be considered to be held in trust, to bear interest or to be prepayment for any monies to be paid by ATMB under this Agreement.

5.3 Suspension for Nonpayment. It will be Renter’s obligation to pay all invoices when due (which, depending upon the nature of Renter’s Services or any particular Action Items may be in advance, upon execution of the Action Item, or within some prescribed period of time thereafter), and Renter’s account will be placed in suspension and made inactive if officeLOCALE or ATMB (as applicable based on the fees incurred) should fail to receive Renter’s timely payment of amounts due hereunder. A Renter account that is made inactive will retain all digital mail and other information and data, but will be unavailable to and inaccessible by Renter until Renter’s account is brought current by payment (and ATMB or Operator’s receipt, as applicable) of amounts sufficient to cause Renter’s account balance to equal or exceed $0.   officeLOCALE  or ATMB may also lock Renter’s access to the Services in the event officeLOCALE  or ATMB should have a reasonable basis to believe Renter is using or attempting to use the Services for illegal purposes or in violation of this Agreement. Notwithstanding anything set forth herein, Renter will continue to incur charges in respect of Services and Action Items that are required to be executed on Renter’s account, even while such account has been made inactive or otherwise suspended. In addition, and without limiting the foregoing or any of officeLOCALE’s  or ATMB’s other rights under this Agreement or under applicable law, if Renter should fail to restore an account that has been suspended and made inactive hereunder to at least a $0 balance within 30 days after the date of suspension, officeLOCALE or ATMB will have the right to terminate Renter’s account and permanently delete all digital mail items and any other information or data stored in Renter’s Mailbox or otherwise retained for Renter or on Renter’s behalf.

  1. Term and Termination.

6.1 Term and Termination. The term of this Agreement (the “Term”) will begin on the Effective Date and continue until terminated in one of the following ways:

(a) Termination by Renter for Convenience. Renter may terminate this Agreement at any time by sending a 30 day written notice of termination to officeLOCALE via email ([email protected]) ; provided, that no termination by Renter under this paragraph will be effective until Renter has complied with any and all terms in place between Renter and officeLOCALE.  For clarity, officeLOCALE may impose additional or different terms than those specified herein, and it will be Renter’s obligation to know, understand, and comply with any and all such terms. While there is no fee for Renter to terminate this Agreement, Renter will be required to take certain steps in order for any termination by Renter to take effect hereunder. These steps are described in Section 6.2 below, together with the information and instructions that will be required from Renter in connection therewith. Except as Renter and officeLOCALE may otherwise agree in writing, officeLOCALE or ATMB will terminate its invoicing of Renter for the Services (excluding, for avoidance of doubt, and Services that Renter elects to continue following termination of this Agreement) within thirty business days after the date that officeLOCALE or ATMB receives written notice of termination from Renter that satisfies all applicable requirements of this Agreement.

(b) Termination For Breach or Other Violations. officeLOCALE  or ATMB will be entitled to suspend Renter’s access to and use of the Services, or terminate this Agreement in its entirety, immediately (subject only to the cure period provided under clause (iv) below) upon the occurrence of any of the following:

(i) Renter fails to provide, or officeLOCALE or ATMB is unable to validate, complete and accurate responses to all information required during the account registration process or at any time thereafter while this Agreement remains in effect;

(ii) Renter fails to cooperate or provide requested information in connection with any investigation undertaken by a local, state or federal governmental agency;

(iii) Renter has not completed or officeLOCALE or ATMB has not approved Renter’s Form 1583 within a reasonable time after Renter registers for the Services;

(iv) Renter behaves in a way that is offensive, abusive, violent, disparaging, threatening or disruptive towards officeLOCALE operators or ATMB or any of their respective employees, representatives or related third parties; or

(v) Renter fails to make any payment when due hereunder, or commits any other breach of this Agreement, and fails to remedy the breach to officeLOCALE’S satisfaction within five business days after officeLOCALE or ATMB provides Renter with notice thereof.

6.2 Termination Process.

(a) Termination Process. In general, the Mailbox closure and termination process occurs in three steps: (i) upon any initiation of the termination process, whether by Renter, by officeLOCALE or ATMB,  Renter’s account is put into “Inactive” status (such that Renter will no longer have access to the Services, as described in Section 6.2(b), below) as steps are begun to remove the Mailbox and terminate this Agreement; (ii) after the officeLOCALE or ATMB has removed an “Inactive” Mailbox (which may also entail removal of Renter’s mailbox from the Operator’s location), ATMB puts that renter into “Closed” status; and, (iii) once Renter has made a written election under Section 6.2(d) below, or if Renter fails to make an election within 180 days after Renter’s account is made “Inactive” (unless Renter should take the necessary steps to reopen Renter’s account), Renter’s account will become “Terminated.” These three steps, and their effects on Renter’s access to and use of the Services, are described in more detail below.

(b) Inactive Accounts. . Once Renter’s written request for termination has been received by officeLOCALE or ATMB, or where the termination process is otherwise initiated under Section 6.1(b) above, the Renter’s account will be put into “Inactive” status, which means that Renter will no longer be able access or use the Services (except to the limited extent required for Renter’s compliance with this Section), and officeLOCALE or ATMB will begin to cancel all pending Services. Inactive status represents the first step toward a “Closed” and then “Terminated” account, at which point all of Renter’s data will be automatically and irretrievably deleted. Where Renter has submitted the request for termination, Renter must cease using the Services and must commence deleting copies of any ATMB software or materials that Renter has in its possession, on its computers or other electronic devices, or otherwise under its control.

(c) Closed Accounts. Once Renter’s account is Inactive, unless Renter acts promptly (and with written notice to officeLOCALE or ATMB) to reopen the account, officeLOCALE or ATMB will be entitled to remove or disable Renter’s Mailbox. If Renter initiated the termination process under Section 6.1(a), then after seven days Renter’s account will be deemed “Closed”; for a termination process initiated under Section 6.1(b), Renter’s account will be deemed “Closed” 60 days after becoming Inactive if Renter has not acted to cure the breach or other violation under Section 6.1(b). Once Closed, Renter’s Mailbox will no longer be assigned to Renter, and this Agreement will terminate. As a result, Renter will no longer be able access the Services or Renter’s Mailbox, and any and all pending Services will be finally canceled. Renter’s physical mail remaining in a officeLOCALE’s possession will be held by officeLOCALE until Renter’s account is finally terminated, at which point (as described in more detail below) officeLOCALE may be entitled to destroy any mail remaining its possession and can refuse any new mail arriving addressed to Renter.

(d) Terminated Accounts. 60 days after Renter’s account becomes “Closed,” unless Renter has provided written notice of Renter’s desire to reactivate the account (and paid any and all required fees, which must be paid within 90 days after Renter’s account became “Inactive”), Renter’s account will become “Terminated,” at which point officeLOCALE and ATMB will be entitled (except as may be limited by applicable law) to finally and permanently delete Renter’s Mailbox and any and all data associated with Renter’s account. In addition, once officeLOCALE has complied with USPS regulations and/or other applicable laws (which may require, for example, that the Operator continue to hold Renter’s mail for six months after termination, subject to any contrary instructions from Renter delivered under this Agreement) the Operator will entitled to destroy any all of Renter’s physical mail remaining in its possession, and to refuse any new mail arriving addressed to Renter. The foregoing notwithstanding, once a Renter’s account becomes Terminated, officeLOCALE or ATMB may retain such copies of the Renter’s account data as either of them may deem appropriate in their sole discretion, including (but not limited to) for compliance reasons.

6.3 Election by Renter; Effects of Termination.

(a) By entering into this Agreement, Renter is expressly electing and providing officeLOCALE or ATMB with “Do Not Forward Mail” instructions. Unless and only to the extent that Renter and officeLOCALE expressly agree in writing to the contrary, Renter will be deemed to have elected to maintain these instructions following termination of this Agreement, such that Renter’s mail will thereafter be handled in accordance with the USPS DMM 508 Section 1.8.3. For the avoidance of doubt, the provisions of this Agreement (and Renter’s agreement thereto) are intended to constitute “written instructions” to the Operator (as Renter’s CMRA) under USPS DMM 508 Section 1.8.3 that Renter’s mail not be re-mailed upon termination of the relationship between Renter and the Operator.

(b) Renter understands and agrees that any change to its “Do Not Forward Mail” instructions, as described in Section 6.3(a) above, will require a separate writing signed by Renter and officeLOCALE and an advance payment of any postage and other applicable fees, typically to cover a period of at least six months after termination (as such amount shall be determined by the officeLOCALE in its sole and absolute discretion). Alternatively, Renter will (subject to any different or more limited options that may be offered by Renter’s Operator) have the ability to change its instructions regarding treatment of its mail following termination in accordance with the following provisions, together with those set forth in under USPS DMM 508:

(i) Re-Mailing. Renter may request that its Operator re-mail Renter’s mail (other than Standard Mail) to Renter for six months after termination, provided that it will be Renter’s sole obligation to make arrangements with its Operator for such mail forwarding, which arrangements may require Renter to provide advance payment for postage, packaging material, mail storage and forwarding fees in accordance with its Operator’s terms; or

(ii) Mail Storage. Renter may request that its Operator store Renter’s mail or packages for up to six months after termination, which may require payment by Renter of a monthly storage fee and possibly services fees related to Renter’s collection of its mail from the Operator, and it will be Renter’s responsibility to make arrangements with its Operator to identify and pay for any mail storage needs prior to any termination of this Agreement.

(c) This section, together with any other terms of this Agreement that expressly extend or by their nature should extend beyond termination or expiration of this Agreement, will survive and continue in full force and effect after any termination or expiration of this Agreement

  1. Intellectual Property Rights.

7.1 License and Access Rights. Subject to Renter’s compliance with the terms and conditions of this Agreement, ATMB grants Renter the right and license during the Term to access and use the Services, including any ATMB dashboard or other interface provided by ATMB to enable or otherwise facilitate Renter’s access to and use of the Services for purposes of receiving, reviewing, and otherwise directing Action Items with respect to mail addressed to Renter and received at officeLOCALE Coworking Space location.

7.2 IP Rights. This Agreement does not: (a) provide Renter with any right or license (whether expressly, by implication, by estoppel, or otherwise) under any of ATMB’s intellectual property rights other than to use the Services during the Term solely in the manner and solely to the extent authorized herein; or (b) impair the right of ATMB to develop, make, use, procure, protect, market and/or exploit any products or services. ATMB reserves all rights not expressly granted to Renter.

7.3 Backups; Data Recovery Fee. Renter is, and at all times during and after the Term hereof shall be, solely responsible for maintaining current, backup copies of all scans and other materials provided to Renter via the Services. In the event that Renter should require assistance from officeLOCALE or ATMB in order to restore, access or otherwise recover data or information provided hereunder that have been lost by Renter, officeLOCALE or ATMB will be entitled to charge (and Renter will be obligated to pay as a condition of receiving such assistance) a data recovery fee that will be based on the time and materials required of officeLOCALE or ATMB and its personnel in order to provide such assistance.

7.4 Feedback. Renter may, but is not obligated to, provide officeLOCALE or ATMB with feedback, comments, or suggestions regarding the Services (collectively, “Feedback”). Renter understands and agrees that: (a) any Feedback will be provided on a non-confidential basis; (b) officeLOCALE or ATMB will have no obligation to review, consider, or implement any Feedback that Renter provides; and (c) officeLOCALE or ATMB and its successors and assigns will have, and Renter hereby irrevocably grants and agrees to grant to officeLOCALE or ATMB and its successors and assigns, perpetual and unlimited permission to use, reproduce, modify, distribute, display, and perform any Feedback and any derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services which incorporate or embody Feedback, whether in whole or in part, and whether as provided by Renter or as subsequently modified by ATMB or by any third party.

7.5 Confidentiality. The parties agree to preserve as confidential the non-public terms of this Agreement, as well as the Services and pricing provided to Renter hereunder, and officeLOCALE and ATMB will preserve the confidentiality of each Form 1583 submitted by Renter as required by law, as well as all digital mail delivered to Renter or otherwise processed on Renter’s behalf hereunder. officeLOCALE and ATMB are required to comply with all legal requirements relating to the confidentiality and handling of mail; Renter further understands and agrees that officeLOCALE and  ATMB will cooperate with law enforcement and governmental authorities, and may be required or otherwise deem it necessary or advisable to disclose Renter’s confidential information in response to any subpoena, order, demand or other request therefor.

  1. Representations and Warranties; Disclaimers.

8.1 Representations and Warranties. Renter represents, warrants, and covenants to officeLOCALE or ATMB and to any and all applicable Operators as follows:

(a) Renter has the legal right and authority to enter into this Agreement, and Renter’s entry into and performance of this Agreement do not and will not violate any other agreement to which Renter is or becomes a party;

(b) Renter has not falsely identified himself, herself or itself, nor provided any false information to gain access to the Services, and all information that Renter provides to officeLOCALE or ATMB will be accurate and complete in all material respects, and Renter will ensure that Renter’s contact and billing information is correct at all times during the Term

(c) Renter has completed and submitted the Form 1583, or will do so promptly after execution of this Agreement, and Renter’s Form 1583 will be accurate and complete in all material respects; and

(d) Renter will not use or attempt to use the Services for any illegal purpose, and Renter will fully comply with all applicable laws, statutes, regulations, rules and manuals including but not limited to all USPS regulations, in Renter’s use of the Services and performance of this Agreement, and Renter expressly authorizes officeLOCALE or ATMB to take steps necessary or advisable for their own compliance with all applicable laws, statutes, regulations, rules or manuals..

8.2 Guidelines. In addition, Renter’s use of the Services must:

(a) comply with any guidelines set forth in the documentation provided to Renter via the Services or included with or referenced in this Agreement, as updated from time to time;

(b) comply with any and all applicable laws, rules, or regulations;

(c) not result in any modification or damage to, or deletion or disabling of the Services or any other ATMB software or services; and

(d) not disrupt, interfere with, or access in an unauthorized manner the Services or any ATMB servers.

8.3 Disclaimer of Warranties. ATMB IS PROVIDING RENTER WITH ACCESS TO AND USE OF THE SERVICES ON AN “AS IS” BASIS AND WITHOUT WARRANTIES OF ANY KIND, AND RENTER’S ACCESS TO AND USE OF THE SERVICES WILL AT ALL TIMES BE AT RENTER’S SOLE RISK. TO THE GREATEST EXTENT PERMITTED BY LAW, ATMB AND ITS AGENTS, AFFILIATES AND BUSINESS PARTNERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES REGARDING ACCURACY, OPERABILITY, USE, NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE RELATING TO THE SERVICE OR ANY ASPECT THEREOF.

8.4 Certain officeLOCALE or ATMB Rights and Remedies. If officeLOCALE or ATMB reasonably suspect that Renter’s contact information or payment method is fraudulent, or that Renter is using or attempting to use the Services for any unlawful, fraudulent, or illegal activities, officeLOCALE or ATMB may immediately suspend Renter’s account and/or terminate this Agreement and Renter’s access to the Services without refund. officeLOCALE or ATMB may also turn over information concerning Renter to the USPS Office of the Postal Inspector, the U.S. Federal Bureau of Investigation, an applicable State Attorney General or Embassy with jurisdiction, or other local and national law enforcement authorities. Renter agrees to indemnify and hold officeLOCALE or ATMB harmless from and against any and all liability, claims, damages, losses or cause of action arising from officeLOCALE’s or ATMB inspection of Renter’s mail or from the release of information regarding Renter or Renter’s use of the Services to such authorities, or otherwise as required by law.

  1. Limitation of Liability. officeLOCALE or ATMB WILL NOT BE LIABLE TO RENTER UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (EVEN IF officeLOCALE or ATMB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE) ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL officeLOCALE’s or ATMB’S LIABILITY TO RENTER FOR ANY ACT OR OMISSION ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF $100.00 OR THE TOTAL FEES ACTUALLY RECEIVED BY officeLOCALE or ATMB FROM RENTER DURING THE SIX-MONTH PERIOR PRIOR TO THE ACT OR OMISSION GIVING RISE TO SUCH LIABILITY.
  2. Release of Claims. In consideration for access to and use of the Services and any Mailbox provided hereunder, Renter (to the maximum extent permitted by law) hereby waives, releases and discharges officeLOCALE and ATMB, and each of their respective officers, agents, representatives, contractors and employees (collectively, “Releasees”), from any and all claims or causes of action for losses, expenses, harm, damages or liabilities (collectively, “Claims”) that may be sustained at any time (including after termination of this Agreement) by Renter or anyone affiliated with Renter, as a result of, arising out of or otherwise in connection with this Agreement and/or the Services, the Mailbox, or any information, materials or services provided or made available to Renter hereunder. In making this release, Renter understands and agrees that Renter is voluntarily assuming full responsibility for any and all risk of loss, damage, expense, unauthorized disclosure or other harm that may result from or arise out of this Agreement or the action or inaction of any Releasee, including (without limitation) any such loss, damage, expense, unauthorized disclosure or other harm that may be caused by the negligent act or omission of any one or more Releasees.
  3. Miscellaneous.

11.1 Assignment. This Agreement is personal to Renter, and Renter may not assign or transfer this Agreement (or any of Renter’s rights or obligations under this Agreement) to any third party without the prior written consent of officeLOCALE or ATMB, to be given or withheld in each of their sole discretion. Any attempted assignment or transfer without officeLOCALE’s express consent will be void. This Agreement inures to the benefit of and is binding upon the parties and their respective legal representatives, successors, and permitted assigns.

11.2 Entire Agreement. This Agreement supersedes any and all prior discussions and writings regarding, and constitutes the entire agreement between officeLOCALE and Renter with respect to, Renter’s access to and use of the Services. Renter understands and agrees that no employee, agent, or other representative of officeLOCALE or ATMB will have any authority to bind officeLOCALE with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in this Agreement or in a separate writing that has been signed by Renter and by an authorized representative of officeLOCALE or ATMB.

11.3 Amendments. officeLOCALE reserves the right, at its sole and absolute discretion, to revise, modify, add to, supplement, delete or otherwise change any of the terms and conditions of this Agreement (including, for the avoidance of doubt, any terms of the Privacy Policy) at any time, effective with or without prior notice to Renter and without any liability to officeLOCALE. officeLOCALE will endeavor to notify Renter of any such changes, but will not be liable for any failure to do so. If any such changes to this Agreement are unacceptable to Renter or cause Renter to no longer be in compliance with this Agreement, then Renter must immediately stop all use of the Services. Renter’s continued use of the Services following any changes to this Agreement will constitute Renter’s acceptance of and agreement to any and all such changes. This Agreement may not otherwise be modified as between officeLOCALE and Renter, except and only to the limited extent of any written amendment that has been signed by Renter and by an authorized representative of officeLOCALE.

11.4 Indemnification. Renter will indemnify, defend, and hold harmless officeLOCALE and ATMB, and each of their respective officers, directors, managers, members, employees, contractors and agents (collectively, “Indemnitees”) from and against any and all claims, demands, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and costs) arising out of or related to: (a) Renter’s use of and access to the Services; (b) Renter’s selection of, registration with, payment to and use of any Operator chosen by Renter to receive Renter’s physical mail and scan that physical mail for identification and delivery to Renter via the Services; or (c) Renter’s breach or threatened breach of this Agreement (including, without limitation, any failure by any of Renter’s employees, contractors, end users affiliates, associates, relatives or other acquaintances to comply with any of the terms and conditions of this Agreement). An Indemnitee will use commercially reasonable efforts to provide Renter with prompt notification of any claim for which it seeks indemnification hereunder, but any failure to provide such notice will not limit Renter’s obligation to indemnify an Indemnitee except to the extent that Renter can demonstrate material harm as a result of such failure to provide prompt notice. Indemnitees will cooperate in Renter’s defense of any claim, at Renter’s sole expense. Renter may not settle any claim against an Indemnitee in a manner that adversely affects such Indemnitee without the prior written consent of such Indemnitee, which consent will not be unreasonably withheld. An Indemnitee may participate in the defense of a claim through counsel of its own choice at its own expense; provided, however, that if Renter is unwilling, or if an Indemnitee reasonably determines that Renter is unable to defend its interests, then such Indemnitee may assume the defense against any claims at Renter’s expense. An Indemnitee will not settle any claim for which Renter has an indemnification obligation hereunder without Renter’s prior written consent, which consent will not be unreasonably withheld or delayed.

11.5 Governing Law and Venue. This Agreement is to be governed by and construed in accordance with the laws of the State of California and excluding its conflict of law principles, and all claims arising out of or relating to this Agreement or the Services will be governed by U.S. Federal law and by California law, without reference to any conflict of law rues, except to the extent that California law is contrary to or preempted by U.S. Federal law. As further provided in Section 11.5 below (and subject to any exceptions set forth therein), all claims by Renter arising out of or relating to this Agreement or the Services that cannot be resolved by good faith negotiations between the parties will be resolved by binding arbitration before a single arbitrator, such arbitration to be held exclusively in Ventura, California, in accordance with the JAMS Streamlined Arbitration Rules & Procedures, and by executing this Agreement and using the Services, Renter is agreeing to the arbitration agreement set forth herein, and is waiving its rights to a trial by jury or to participate in a class or representative action. For the avoidance of doubt, the United Nations Convention for the International Sale of Goods and any other United Nations laws or other international laws that purport to apply or could potentially apply to this Agreement shall not apply, and are expressly superseded and replaced by U.S. Federal law and California law as set forth above.

11.6 Dispute Resolution.

(a) Arbitration of Disputes. officeLOCALE and Renter agree to arbitrate all disputes and claims between them or between Renter and an ATMB, where the dispute arises out of or relates in any way to the Services or this Agreement. This agreement to arbitrate is intended to be broadly interpreted and to cover any and all disputes arising hereunder to the maximum extent permitted by law; provided, that agreement to arbitrate disputes does not preclude any party from seeking an individualized preliminary injunction or temporary restraining order until a claim is arbitrated, or from bringing an individualized action in any small claims court that has jurisdiction pursuant to Section 11.4 above; provided, that an arbitrator will have exclusive jurisdiction to finally resolve claims not within the jurisdiction of any such small claims court.

(b) Dispute Notice. Where a party intends to seek arbitration of a dispute, that party must provide the other party with notice in writing (a “Dispute Notice”). If the parties are unable or unwilling to resolve the dispute within 30 days after a Dispute Notice is given, the dispute will be resolved by arbitration upon one party sending the other party or parties and JAMS a demand for arbitration. For the avoidance of doubt, no arbitration demand may be submitted until at least 30 days after all parties to the dispute have received or are deemed to have received (in accordance with Section 11.6 below) the Dispute Notice.

(c) Arbitration Procedures. Any dispute that cannot be resolved within 30 days after a Dispute Notice is received will be determined by an arbitration proceeding in Ventura, California before a sole arbitrator and administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures (the “JAMS Rules”). After expiration of the 30-day period required by Section 11.5(b) above, any party to the dispute may submit a written demand for arbitration to the other party or parties to the dispute, and within ten days after the demand for arbitration is given, the parties will select a single neutral arbitrator to preside over the arbitration proceeding. If the parties fail to select an arbitrator within such ten-day period, the arbitrator will be chosen pursuant to the JAMS Rules. In addition to the powers conferred by the JAMS Rules, the arbitrator will have authority to order such other discovery as he or she deems appropriate for a full and fair hearing of the case. The arbitrator’s decision will be final and binding and the award so rendered may be filed in any court having jurisdiction. The arbitrator may, in the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party.

(d) No Class or Representative Arbitration. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim without affecting other ATMB users or Operators. RENTER AND officeLOCALE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. Further, unless all affected parties agree otherwise, the arbitrator may not consolidate more than one Renter’s claims, and may not otherwise preside over any form of a representative or class proceeding. If a court decides that applicable law precludes enforcement of any of this subsection’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.

11.7 Notices. To be valid, all notices permitted or required under this Agreement must in writing and delivered by hand, by email, by overnight courier, or via certified mail; provided, that email notices from Renter will only be valid where officeLOCALE expressly acknowledges and confirms receipt. In addition, and without limiting the foregoing, officeLOCALE will be entitled to give notice to Renter hereunder via placement of the notice in Renter’s Mailbox, and any such notice so given will be deemed delivered upon placement in Renter’s Mailbox; other notices (including, for the avoidance of doubt, any notice of termination based on Renter’s abandonment of its Mailbox, which will be delivered by overnight courier or via certified mail) will be deemed given (a) on the date delivered, if delivered by hand, (b) on the next day, if delivered by overnight courier or USPS next day delivery, or (c) five days after being sent by USPS certified mail. officeLOCALE will send notices to Renter’s email or postal address on file with ATMB, and Renter will send notices to officeLOCALE’s then-current addresses identified on the “Contact Us” page of the ATMB website or as accessible via the Services.

11.8 Further Assurances. Renter agrees and covenants that at any time and from time to time it will promptly execute and deliver to officeLOCALE such further instruments and documents and take such further action as officeLOCALE may reasonably require (such as, by way of example only, by providing a current Form 1583 or any acknowledgement form related to service of process) in order to carry out the full intent and purpose of this Agreement and deliver the Services to Renter in a lawful manner hereunder.

11.9 Relationship. This Agreement does not confer any third party beneficiary rights and does not create a joint venture, agency, partnership, or other form of joint enterprise between the parties. Except as expressly provided herein, neither party has the right, power, or authority to create any obligation or duty, express or implied, on behalf of the other. There are no intended third party beneficiaries of this Agreement.

11.10 Severability, Waiver, and Interpretation. If any provision of this Agreement is found to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision is to be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law. No waiver of any breach of this Agreement will constitute a waiver of any other breach. In construing or interpreting the terms of this Agreement: (a) the headings in this Agreement are for convenience only, and are not to be considered, and (b) no presumption is to operate in either party’s favor as a result of its counsel’s role in drafting this Agreement.

Additional Physical Mailbox Terms as applied VIRTUAL OFFICE CMRA MAIL SERVICE AGREEMENT (ONLINE DIGITAL MAILBOX PORTAL):

  1. Possession of the MAILBOX username and password or a physical mail cabinet key shall be considered valid evidence that the possessor is duly authorized to remove any contents from the MAILBOX.  In the event of death or incapacity of the CUSTOMER, officeLOCALE Coworking Space will require the appropriate documents from the Probate Court, the executor of the estate, the trustee or other similar person or entity before releasing mail or packages to a requesting party.
  2. CUSTOMER agrees to pay a non-refundable officeBOX Membership initiation fee of $100, as well as applicable monthly subscription service fees.  MAILBOX service fees are all due and payable in advance and CUSTOMER agrees that officeLOCALE Coworking Space may hold mail and packages pending payment.  There will be no pro-rations or refunds for cancellation of any service.  CUSTOMER agrees to pay a late fee of $25.00 if any payment is not received within five (5) days of when due.  MAILBOX service fees and other related fees stated herein are subject to change.  In the event that CUSTOMER receives an unreasonable volume of mail or packages at the MAILBOX according to the officeLOCALE Coworking Space’s reasonable judgment, officeLOCALE Coworking Space may require CUSTOMER to upgrade to a larger volume program and/or pay any additional charges on a daily or monthly basis.
  3. Upon expiration, cancellation or termination of this AGREEMENT, officeLOCALE Coworking Space will:   See Section 6.2 above in CMRA MAIL SERVICE AGREEMENT
  4. Any written notice to CUSTOMER required or permitted under this AGREEMENT shall be deemed delivered twenty-four (24) hours after placement of such notice in the CUSTOMER’s MAILBOX or at the time personally delivered to CUSTOMER.  Package storage fees apply on a daily basis if item stored is larger than 1 cubic feet. Packages not picked up within three days of notification will be subject to a storage fee of $5.00 per day per package, which must be paid before CUSTOMER receives the package.  In the event CUSTOMER refuses to accept any mail or package, officeLOCALE Coworking Space may return the mail or package to the sender and the CUSTOMER will be responsible for any postage or other fees associated with such return. C.O.D. items will be accepted ONLY if prior arrangements have been made and payment in advance is provided to officeLOCALE Coworking Space.
  5. CUSTOMER HEREIN AGREES THAT THE TOTAL AMOUNT OF LIABILITY OF YOUR BUSINESS HERE, IF ANY, FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED $10.00 REGARDLESS OF THE NATURE OF THE CLAIM.
  6. Delivery by commercial courier services must be made to officeLOCALE Coworking Space street address only (and not to a P.O. Box).  “P.O. Box” may be used only if it is part of CUSTOMER’s “Caller Service” (arrangement for delivery of mail through officeLOCALE Coworking Space using a U.S. Postal Service address) address format. Upon signing this AGREEMENT, CUSTOMER shall provide two forms of valid identification, one of which shall include a photograph.  This AGREEMENT may not be amended or modified, except in a writing signed by both parties.
  7. officeLOCALE Coworking Space reserves the right to open and inspect any packages or mail which may arrive damaged or that may be otherwise of questionable integrity or legality.
  8. This AGREEMENT, and any accompanying appendices, duplicates, or copies, constitute the entire agreement between the Parties with respect to the subject matter of this AGREEMENT, and supersedes all prior negotiations, agreements, representations, and understandings of any kind, whether written or oral, between the Parties, preceding the date of this AGREEMENT.
  9. This AGREEMENT may be amended only by written agreement duly executed by an authorized representative of each party (email is acceptable).
  10. This AGREEMENT is to be governed by and construed in accordance with the laws of the State of California without reference to any principles of conflicts of laws, which might cause the application of the laws of another State Admitted to the Union (the “United States of America”, or the “Union”). Territories and Protectorates of the Union are hereby discarded and no action may be taken within them against officeLOCALE Coworking Space.

BY TAKING ANY REQUIRED ACTION TO INDICATE ACCEPTANCE OF THIS AGREEMENT, RENTER (OR RENTER’S REPRESENTATIVE) IS ACKNOWLEDGING ITS UNDERSTANDING OF THIS AGREEMENT, AND THAT RENTER WILL BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN.

SIGN:                                                              PRINT NAME                                                DATE:

Community Norms/Standards Contract (Dos and Don’ts)

officeLOCALE is a coworking community, which means we respect each other and we look out for each other. Just as important, we respect and take care of our space. As a member of officeLOCALE, we encourage and expect you to take pride and ownership in your community. Here are a few simple rules that we think will help you get more out of your membership:

General Rules,  Considerations and COVID19 Safety Protocols:

We enthusiastically encourage officeLOCALE members/officeBOX holders to have the privilege to use our office space and make connections, collaborate, share ideas, provide advice, and generally make cool stuff happen. Members may also buy/sell goods and services from each other (except where prohibited under the Terms of Use). But members may NOT spend their time directly soliciting other members or approach/engage in random conversations with walk in clients of officeLOCALE.  We welcome freelancers, soloprenueurs, and mobile workers of all industries; however, if you are a telemarketer or salesperson who’s on the phone all day, or if you are a loquacious conversationalist/interrupter during officeLOCALE’s business service transactions, distraction to others may make it uncomfortable for all and officeLOCALE reserves the right to revoke all office space use privilege for any officeBOX or Day Pass members.  Complaints to this effect may result in cancellation of your membership and bar you from facility use.

  1. In light of the current COVID-19 pandemic, officeLOCALE adheres to the safety guidelines of the CDC for its facility use.  If you enter the facility you need to follow the following safety rules :
  • WEAR MASK AT ALL TIMES BEFORE ENTERING AND WHEN PRESENT IN FACILITY
  • SIT 6FT AWAY FROM OTHER GUESTS AND PRACTICE SOCIAL DISTANCING IN THE FACILTIY, PRIVATE AND COMMON AREAS
  • NO FOOD ITEMS  OR FOOD CONSUMPTION ALLOWED IN THE SPACE (GO OUTSIDE THE FACILITY FOR FOOD CONSUMPTION)
  • YOU MUST CHECK IN SUITE 143 FOR BODY TEMPERATURE CHECK
  • SELF SANITIZE WORK AREA BEFORE USE (CLEANING SUPPLIES AVAILABLE IN FACILITY) AND FOLLOW ALL UPDATED CDC GUIDELINES

2          Memberships are first come, first served. (Space is subject to availability and reservations take priority).  Check online calendar at www.officelocale.com  or  Call ahead (805.777.8866 ) before showing up to confirm facility access.  After hours access begin after 5pm but always do a confirmation call before arriving.

3          officeLocale is a non-smoking facility. Please be considerate of nonsmoking coworkers and smoke at least 10 feet away from the building.

4          Reception Services: All members must use staff assistance for the use of office equipment.

5          Every person using officeLocale MUST be a paid member. Exceptions: non-members can be on site if they are meeting officeLocale members for business-related meetings or if the non-members have purchased a Day Pass. Members are absolutely accountable for the conduct of their guests.

6          We expect all members to respect and treat the facility and other coworkers and walk in clients with care.

7          The common area (open table) is a shared workspace. Here’s how we can all happily and productively share the space together:

  • We ask that you please be considerate of your neighbors when taking phone calls or conversing in general as it is a small work space. You can jump into an unoccupied conference room. If you know you will be on a long call ahead of time, you can book the conference room. You can also bring headphones if you need extra focus for  your work (it is the international sign of “don’t bug me right now”)
  • Please occupy only one spot at a time in the common area. Taking up multiple spots limits the space available to your fellow members.
  • “The 15 Minute Rule”: Feel free to leave your stuff in the common area if you need to slip out. But if you’ll be gone for longer than 15 minutes, please pack your stuff up so your spot is available to for another member. Note: officeLocale is not responsible for your property so be sure to insure your own belongings/equipment.

8          All members must obtain approval from officeLOCALE prior to posting any signs, symbols, or pictures in the windows or doors of the premises, or upon any interior part of the building.

9          Finally, our job is to manage this great community. Got questions, ideas, or suggestions? Need help connecting, catalyzing, and creating? Please feel free to come up to us and chat at anytime!

YOU MAY TERMINATE ENROLLMENT IN AUTOMATIC RENEWAL AT ANY TIME BY CONTACTING officeLOCALE ONLINE, EMAILING [email protected], OR CALLING 1-805-777-8866. YOUR SUBSCRIPTION TO THE COWORKING SERVICES SHALL BE DEEMED TERMINATED ON THE LAST DAY OF THE THEN IN EFFECT SUBSCRIPTION PERIOD, UNLESS PROVIDED WITHIN 30 DAYS OF AN AUTORENEWAL. YOU AGREE THAT EXCEPT AS PROVIDED HEREIN, THE MONTHLY SUBSCRIPTION FEE IS NON-REFUNDABLE ONCE PAID.

By accepting online and/or signing this document below, I have read and understand all the terms above in the Consolidated Coworking Space Membership Agreement, Virtual Office Terms of Use and Community Standards.  I accept this AGREEMENT on the date stated in the introductory clause.  I also give my permission to auto charge my credit card on file with officeLOCALE on a monthly/ annual basis for my officeBOX Plan subscription below .  (A hard copy of this agreement is required with your wet/notarized signature for all coworking space use.)