Legal Agreement: Terms of Service
TERMS AND CONDITIONS
I. DEFINITIONS. Capitalized terms used but not otherwise defined herein shall have the following meanings
1.1. “Additional Term” has the meaning ascribed to such term in Section 3.1.B of these Terms and Conditions
1.2. “Agreement” means the Office Services Agreement, together with Schedules A to C attached thereto.
1.3. “Client” or “you” means the Persons specified on the first page of the Agreement as the “Client Contact” and “Client Company.”
1.4. “Early Move-In Fee” has the meaning ascribed to such term in Section 3.1.A of these Terms and Conditions.
1.5. “Fee(s)” means any and all fees or charges due to PrimeWork pursuant to the Agreement, including, without limitation, Total Monthly Fees, Late Fees, Lost/Damaged Property Fees, Early Move-In Fees, Move-Out Fees, Occupant Add/Change Fees, Set-Up Fees, Violation Fees, payment processing fees or any other fees or charges that may be imposed pursuant to the Agreement.
1.6. “Fee Schedule” has the meaning ascribed to such term is Section 4.11 of these Terms and Conditions.
1.7. “Initial Term” means the period beginning on the Start Date and ending on Initial Term End Date.
1.8. “Initial Term End Date” means the date specified on the first page of the Agreement as the “Initial Term End Date.”
1.9. “Late Fee” has the meaning ascribed to such term in Section 4.6 of these Terms and Conditions.
1.10. “License” has the meaning ascribed to such term in Section 2.1 of these Terms and Conditions.
1.11. “List Price” means the current (as of the Agreement Date) market rate of the monthly office fee for the Office(s) as specified on the first page of the Agreement as the “List Price.”
1.12. “Location” means the premises and address specified on the first page of the Agreement as the “Location” and “Address,” respectively.
1.13. “Losses” has the meaning ascribed to such term in Section 7.2 of these Terms and Conditions.
1.14. “Lost/Damaged Property Fees” has the meaning ascribed to such term in Section 4.4 of these Terms and Conditions.
1.15. “Move-Out Fee” has the meaning ascribed to such term in Section 4.5 of these Terms and Conditions.
1.16. “Non-Renewal Notice” has the meaning ascribed to such term in Section 3.1.B of these Terms and Conditions.
1.17. “Non-Renewal Notice Deadline” has the meaning ascribed to such term in Section 3.1.C of these Terms and Conditions.
1.18. “Occupant(s)” means the Persons specified on the first page of the Agreement as “Name(s) and Email address(es) of Occupants,” as may be amended by Client from time to time in accordance with the Agreement.
1.19. “Occupant Add/Change Fee” has the meaning ascribed to such term is Section 4.3 of these Terms and Conditions.
1.20. “OFAC” has the meaning ascribed to such term in Section 2.3 of these Terms and Conditions.
1.21. “Office(s)” means the office space(s) at the Location specified on the first page of the Agreement as the “Office(s).”
1.22. “Parties” means, collectively, PrimeWork and Client; each of PrimeWork and Client, individually, is a “Party.”
1.23. “Person” means any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, any other person or entity, and any federal, state, county or municipal government or any bureau, department or agency thereof, and any fiduciary acting in such capacity on behalf of any of the foregoing.
1.24. “PrimeWork,” “we,” “our,” or “us” means PrimeWork LLC, a Delaware limited liability company.
1.25. “Proceeding” has the meaning ascribed to such term in Section 8.7 of these Terms and Conditions.
1.26. “Prohibited Person” has the meaning ascribed to such term in Section 2.3 of these Terms and Conditions.
1.27. “Regular Hours” means Monday to Friday from 9:00 a.m. to 6:00 p.m. (except U.S. federal holidays and up to three other weekdays per year of which we will provide you with advance notice), provided, however, that on any weekday immediately preceding a U.S. federal holiday, the Regular Hours are from 9:00 a.m. to 3:00 p.m.
1.28. “Representatives” has the meaning ascribed to such term in Section 6.1 of these Terms and Conditions.
1.29. “Rules” has the meaning ascribed to such term in Section 2.2 of these Terms and Conditions.
1.30. “Security Deposit” has the meaning ascribed to such term in Section 4.1 of these Terms and Conditions.
1.31. “Services” means the included services and amenities specified on the first page of the Agreement as the “Included Services/Amenities,” and, if any, as “Additional Services/Amenities.”
1.32. “Set-Up Fee” has the meaning ascribed to such term is Section 4.3 of these Terms and Conditions.
1.33. “Start Date” means the date specified on the first page of the Agreement as the “Effective/Start Date.”
1.34. “Term” means, with respect to the Agreement, the Initial Term and any Additional Term(s).
1.35. “Total Monthly Fee” has the meaning ascribed to such term in Section 4.2 of these Terms and Conditions.
1.36. “Total Monthly Office Fee” means the amount specified on the first page of the Agreement as the “Total Monthly Office Fee,” as may be modified from time to time in accordance with Section 4.2 of these Terms and Conditions.
1.37. “Violation Fees” has the meaning ascribed to such term in Section 2.2 of these Terms and Conditions
II. GENERAL; COMPLIANCE WITH LAWS AND RULES.
2.1. License. Client acknowledges and agrees that the Agreement is a contractual arrangement pursuant to which the Client will receive the Services, which Services include, inter alia, the right to use the Office(s). The Agreement is intended to, and hereby does, create only a non-transferable, limited, revocable license in favor of Client to access the Location and use the Office(s) subject to the terms of the Agreement (the “License”). In the event that the Agreement is terminated for any reason, the License hereby granted to Client is revoked and any property belonging to Client or Occupant not removed from the Office(s) or the Location is deemed abandoned. The Parties agree that the Agreement creates no, and the Parties do not hereby intend to create, any tenancy interest, leasehold estate or other real property interest in Client's favor with respect to the Location or the Office(s).
2.2. Rules and Regulations. We reserve the right to make reasonable rules and regulations, as may be amended from time to time without prior notice to you (the “Rules”), as we, in our sole discretion, may determine from time to time are necessary to comply with our lease with the landlord of the building, for the care and/or cleanliness of Office or Location, or for the safety, comfort and/or welfare of our clients and other occupants of the building. The Rules currently in effect are attached to the Agreement as Schedule B, and the current Rules, as may be amended, shall at all times be available to Client for viewing via the client portal on the PrimeWork website. Rule changes are effective when posted to the client portal on the PrimeWork website or when communicated to the Client Contact via email. Client agrees that Client and Occupants shall be subject to and at all times in compliance with any and all Rules that are now, or may be in the future be, in effect. We reserve the right to charge you an additional fee(s) for each violation of the Rules by Client, any Occupants, or any guests of the Client or any Occupant (“Violation Fees”). Refer to Fee Schedule for current fee information. Your execution of the Agreement constitutes your acknowledgment that you have received a copy of the Rules and agreement that (i) you, and any Occupants or guests, will be bound and abide by the Rules during the Term and (ii) you will pay any Violation Fees imposed by PrimeWork in its discretion due to the violation of the Rules by you or any Occupants or guests.
2.3. Compliance with Laws. Client will comply with all relevant laws and regulations in the conduct of its business. Client will do nothing illegal in, or with in use of, the Office(s) or the Location. We reserve the right to run background checks on companies and individuals. Also, Client hereby represents and warrants that: (i) Client is not, nor is it owned or controlled directly or indirectly by, any person, group, entity or nation named on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control of the United States Treasury (“OFAC”) (any such person, group, entity or nation being hereinafter referred to as a “Prohibited Person”); (ii) Client is not (nor is it owned or controlled, directly or indirectly, by any person, group, entity or nation which is) acting directly or indirectly for or on behalf of any Prohibited Person; and (iii) Client (and any person group, or entity which Client controls, directly or indirectly) has not conducted nor will conduct business nor has engaged nor will engage in any transaction or dealing with any Prohibited Person that either may cause or causes PrimeWork to be in violation of any OFAC rule or regulation. In connection with the foregoing, it is expressly understood and agreed that: (x) any breach by Client of the foregoing representations and warranties shall be deemed a material breach by Client under the Agreement entitling PrimeWork to immediately terminate this Agreement and remove Client from the Office(s) and the Location and (y) same shall be covered by the indemnity provisions of this Agreement and (z) the representations and warranties contained in this subsection shall be continuing in nature and shall survive the expiration or earlier termination of the Agreement.
2.4. Use. Client, on behalf of itself, any Occupants, and its or their Representatives, acknowledges and agrees that Client and Occupants will:
A. Only use the Office(s) for commercial office purposes – the Office(s) and the Location are designated as commercial office real estate and any use for any other purpose is strictly prohibited. The use of the Office(s) or the Location for “hospitality,” “retail,” “medical,” or “residential” purposes (e.g., involving frequent visits by members of the public, performing medical manipulations or procedures, or overnight stays) is strictly prohibited. Client will not use the Office(s) or the Location to carry on any business that competes with PrimeWork;
B. Only carry on business at the Location and in the Office(s) under the Client’s name stated in the Agreement.
C. Not allow any guest(s) or other Person(s) to enter the building, the Location, or the Office(s) without first properly registering such guest(s) or Person(s) in accordance with the Rules and our/the building’s policies;
D. Not engage in any activity that interferes with the use of the Location or the Office(s) by PrimeWork or other Persons, or causes PrimeWork to suffer any Losses;
E. Not use the Services to conduct or engage in any activities that are illegal, generally regarded as offensive, or prohibited under the Agreement, the Rules, or otherwise;
F. Not make copies of any keys, access cards, or other means of entry to the Location or the Office(s), or share or transfer any of the foregoing to any third party;
G. Not take or copy any information or personal property of PrimeWork, its clients, other building tenants or occupants, or guests of any of the foregoing;
H. Only use the PrimeWork client portal and website in accordance with the portal and website terms and conditions, and will never misrepresent himself or herself to the PrimeWork community, either in person or online.
I. Not permit the Office(s) to be used by any Persons not registered as Occupants, and (for fire safety reasons) not exceed the maximum number of Persons permitted in any Office(s) at any given time;
J. Only permit Occupants and guests to use the common areas at the Location or in the building, and use such common areas for temporary uses and not as a place for everyday work or as an extension of the Office(s);
K. Not use any carts, dollies, or other freight items in the building elevators without our prior written consent, which we may withhold for any reason or no reason;
L. Attach or affix any items to the walls, or install antennas, or telecommunication lines or devices in the Offices, at the Location, or on the building, or bring additional furniture into the office space, in each case, without our prior written consent; and
M. Not bring pets of any kind into the building (other than duly authorized service animals).
2.5. Access to the Office(s). We are entitled to access the Office(s), with or without notice, at any time for maintenance, safety or emergency purposes. During these times, we may temporarily move furnishings and other items contained in the Office(s) or otherwise move or alter the Office(s) as may be necessary.
2.6. Damage to the Office(s). During the Term, Client is responsible for any and all damage to the office(s) exceeding normal wear and tear. Client is also responsible for any damage caused to the Location and building by Client, Occupants and/or their guests.
2.7. Surveillance. Client and any Occupants, on behalf of themselves and their invitees, acknowledge and agree that we may use video surveillance to monitor certain areas at the Location for security reasons.
2.8. Mail Service. You acknowledge that PrimeWork will comply with the USPS regulations regarding your mail, and you also agree to comply with such regulations. Failure to comply will constitute a material breach of the Agreement entitling PrimeWork to immediately terminate this Agreement. You hereby release PrimeWork from any liability with respect to any mail or packages received on your behalf, incoming or outgoing.
2.9. Electrical Supply. The electrical supply at the Location and in the Office(s) is intended to meet the needs of standard lighting, standard computing, other small office equipment and small appliances. Other uses require our prior written consent for which we may impose a charge. If you require any special installation or wiring for electrical use, telephone equipment or otherwise, such wiring will be done at your expense and performed by a contractor approved by us.
2.10. Technology.
A. You, on your own behalf and on behalf of any Occupants and your Representatives, hereby acknowledge and agree that you are responsible for your own virus protection on all systems and hardware, and we are not responsible for any damage to your computers, systems, or other property as a result of your use of the Services. We reserve the right to disconnect your computers or related equipment is any such computers or equipment lack adequate virus protection or cause, otherwise contribute, to network complications. You agree to pay us for any and all IT costs we may incur in connection with troubleshooting and/or repairing the network as a result of network complications caused by you or to which you contributed.
B. So that you and the Occupants are able to take advantage of all the Services, it may be necessary to install software onto your and/or one or more Occupants’ computer(s). No representation or warranty of any kind is made by PrimeWork as to specific standards or compliance with security or data-protection levels or requirements. In addition, any warranty relative to the performance of software, support, or performance of spam filters is expressly disclaimed. In addition, you may request our assistance or support in connection with troubleshooting certain technological problems that you or an Occupant may be experiencing, such as with printing or accessing the Internet. In the event we provide such assistance or support, you and any Occupant(s) hereby acknowledge and agree that: (i) We and our affiliates are not responsible for any damage to any of your or any Occupant’s computer system that may result from our provision of any such technical support or the downloading and/or installation of any software; (ii) We do not assume any liability or warranty in the event that any manufacturer warranties are voided; and (iii) We do not offer any verbal or written warranty, either expressed or implied, regarding the success of any technical support.
2.11. Provision and Modification of Services; Service Interruptions. We reserve the right to provide the Services through an affiliate or third party, and we may modify or reduce the list of Services at any time with prior notice to you. Client acknowledges and agrees that the Services are subject to possible interruptions and that the Fees have already been adjusted to account for such interruptions. We may withhold Services, or terminate the Agreement in accordance with Section 3.3 hereof, if you fail to pay any Fees when due or if you or any Occupant fails to comply with the terms and conditions of this agreement.
2.12. Occupants. You are at all times responsible for updating and maintaining the accuracy of the name(s) and email address(es) of Occupants. Only Occupants listed on the most current list of Occupants will be granted access to the Office(s) and the Location – all other persons will be deemed guests. You will be charged the Occupant Add/Change Fee for each Occupant that you add or change to the list of Occupants after the Start Date. To add an Occupant or otherwise make a change to the list of Occupants after the Start Date, the Client Contact must email us and provide us with the name(s) and email address(es) of the departing and new Occupant(s) and the effective date(s) of this change. You are responsible for ensuring that any changes to the Occupants are made prior to such changes taking effect. Only those Persons properly registered as Occupants will be entitled to the benefits afforded to Occupants under the Agreement. If any Person not properly registered as an Occupant is found by us to be utilizing the Office(s), we may impose a Fee(s) and/or deem the use by any Person not specified as an Occupant of any portion of the Office(s) as a material breach of the Agreement by you. In addition, we reserve the right to limit, in our sole and absolute discretion, the maximum number of Occupants permitted in the Office(s). If the number of Occupants, and/or unregistered Person(s) using the Office(s), exceeds the maximum number of permitted Occupants specified on the first page of the Agreement for the Office(s), then we may impose a Fee(s) for each instance in which you are found by us to have exceeded the maximum number of permitted Occupants and/or unregistered Person(s) in the Office(s), and/or deem such violation of the maximum number of permitted Occupants, and/or Person(s) using the Office(s), as a material breach of this Agreement by you. Please refer to Fee Schedule for current fee information.
2.13. Changes to or Removal of Client Contact. The Client Contact is the sole person authorized to act on behalf of Client, including, without limitation, making changes to the list or Occupants and/or terminating the Agreement. Notwithstanding the foregoing, an executive officer of the Client may override an instruction or request submitted to us by the Client Contact, provided that we receive the executive officer’s overriding instruction or request within 24 hours following our receipt of the Client Contact’s request or instruction. In addition, an executive officer of the Client will have the authority to remove or replace the Person serving as the Client Contact, if for example, the Person designated as the Client Contact may ceases to be employed by Client. Unless we receive instructions from a duly authorized executive officer of Client, we will use our reasonable judgment in designating a replacement Client Contact. We are entitled to require that we be provided reasonable information to confirm that any Person claiming to be an executive officer of the Client is in fact a duly authorized executive officer. We are at all times entitled to rely on the notices, instructions, requests or other communications received from any Person that we, in our reasonable judgment and discretion, believe to be a duly authorized executive officer of Client company, and under no circumstances will we be liable or responsible in any way whatsoever if we follow comply with such notices, instructions, requests or other communications received from any such Person if it is later established that such Person was not a duly authorized executive officer.
2.14. Other Clients. We do not control and are not responsible for the actions of other clients. If a dispute arises between clients or their invitees or guests, we shall have no liability to or obligation to indemnify any such Person, or responsibility or obligation to participate in or mediate any such dispute.
2.15. Intellectual Property. Nothing in the Agreement grants you or any other Person any right, title, or license to use any of PrimeWork’s trademark or other intellectual property rights. Client, on its own behalf and on behalf of its Representatives and any Occupants, hereby agrees that it will not use the PrimeWork’s intellectual property, including without limitation, the name “PrimeWork,” in any manner or for any purpose without our prior written consent. Client further agrees, on its own behalf and on behalf of its Representatives and any Occupants, that it will not use any pictures or illustrations of the Location or the Office(s) in any advertising, publicity, or for any other purpose, without our prior written consent.
III. TERM AND TERMINATION.
3.1. Term.
A. Term Start. The Initial Term of the Agreement commences on the Start Date. If the Start Date falls on any day other than the first calendar day of the applicable calendar month, then client will be responsible for a prorated portion of the Total Monthly Office Fees and other applicable Fees, if any, for such month. If Client or any Occupants take occupancy of the Office(s) prior to the Start Date, then Client will be responsible for a prorated portion of the Total Monthly Office Fees and other applicable Fees, if any, in addition to an early move-in fee PrimeWork may, in its sole discretion, elect to charge Client (“Early Move-In Fee”).
B. Term End/Renewal. The Agreement runs through (i) in the event that the Term expires, through the last day of the calendar month in which the current Term expires; or (ii) in the event that PrimeWork terminates the Agreement in accordance with Sections 3.2 or 3.3, then through the effective date of such termination by PrimeWork. The Initial Term or any Additional Term will automatically renew for another term (each such term, an “Additional Term”) of equal duration to the immediately preceding Initial Term or Additional Term, as the case may be, unless either Party has provided the other with a valid written notice of its intent not to renew (a “Non-Renewal Notice”) in accordance with Section 3.1.C hereof. If Client provides a valid Non-Renewal Notice, but nevertheless continues to occupy the Office(s) and/or fails to remove all of Client’s and/or any Occupant’s property at the expiration of the Initial Term or Additional Term, as the case may be, then we may deem such Non-Renewal Notice to be invalidated and the Agreement shall renew for an Additional Term. Unless otherwise agreed in writing, any addendums, amendments and/or other concessions or accommodations made by PrimeWork for the Initial Term shall expire upon completion of the Initial Term.
C. Non-Renewal Notice. A valid Non-Renewal Notice must be (i) In writing and received by the other Party no later than 90 days prior to the end of the Initial Term or current Additional Term, as the case may be (the “Non-Renewal Notice Deadline”) and (ii) is delivered by e-mail in accordance with Section 8.13 hereof.
3.2. Automatic Termination Upon Lease Termination. Notwithstanding anything to the contrary contained in this Agreement, this Agreement, and the License granted hereby, shall terminate if our lease with the landlord of the building for the Location terminates for any reason.
3.3. Termination by PrimeWork. We have the right to terminate the Agreement at any time if: (i) Client fails to correct any material breach of the Agreement or a default under Section 4.9 within ten (10) business days of Client’s receipt of notice thereof, or immediately if such breach or default cannot be corrected; or (ii) immediately and without giving Client an opportunity to cure in the event Client repeatedly breaches any material provision of the Agreement or repeatedly defaults under Section 4.9. Client hereby acknowledges and agrees that termination of this Agreement by PrimeWork in accordance with this Section 3.3, or by Client other than in the manner permitted by Section 3.1.B hereof, prior to the expiration of the Initial Term or any Additional Term, as the case may be, does not relieve Client of its obligation to pay all Fees (plus adjustments to reverse any past and future concessions or discounts) that Client would have been obligated to pay under the Agreement during such Initial Term or Additional Term if the termination had not occurred; Client agrees that all such Fees, plus any applicable fees and taxes, shall be immediately due and payable and agrees to pay the same immediately.
IV. SECURITY DEPOSIT & FEES.
4.1. Security Deposit. We require you to provide us with a refundable security deposit in an amount, determined by us on a case by case basis in our sole and reasonable discretion (typically equal to two times the Total Monthly Office Fee), which security deposit amount is specified on the first page of the Agreement as the “Refundable Security Deposit” (the “Security Deposit”). We may, in our sole discretion, increase the amount of the Security Deposit at any time to account for higher Fees in connection with Services currently provided or additional services that you may request, and payment of the amount of any increase in the Security Deposit is due within thirty (30) calendar days of the date on which we notify you of an increase. The Security Deposit is due and payable upon execution of the Agreement, and will be held by us in a designated account established by PrimeWork at a federally insured financial institution and, subject to applicable law, interest accrued thereon, if any, shall be paid to PrimeWork . We may deem your failure to timely pay the initial Security Deposit or the amount of any increase to the Security Deposit as a material breach of the Agreement. The Security Deposit is not intended to be a reserve from which Fees may be paid – you may not deduct the Security Deposit amount from any payment due under the Agreement or consider such amount as a substitute for payment of Fees. If you have satisfied all payment obligations under the Agreement, vacated the facility, completed and returned to us the PrimeWork Exit Form (provided to you after we receive your Notice of Non-Renewal), and otherwise fully and completely performed your obligations under the Agreement, the Security Deposit (less any amounts unpaid Fees or other charges deducted therefrom, if applicable) will be returned to you using the payment method you designated on the PrimeWork Exit Form no later than forty-five (45) calendar days following the expiration or termination of the Agreement.
4.2. Total Monthly Fee. The Total Monthly Fee is the monthly amount you pay to us during the Initial Term or any Additional Term in consideration of the Services we provide to you and permitted Occupants (the “Total Monthly Fee”). The Total MonthlyThe Total Monthly Fee is equal to the Total Monthly Office Fee plus any additional monthly Fee(s) for any Additional Services/Amenities in accordance with the Fee Schedule. The Total Monthly Office Fee (i) during the Initial Term is equal to the amount specified on the first page of the Agreement as the “Total Monthly Office Fee,” and (ii) for any Additional Term will be determined by PrimeWork, in its sole discretion, of which we will advise you not later thirty (30) calendar days prior to the Non-Renewal Notice Deadline; provided, however, that notwithstanding anything to the contrary in the Agreement, Client acknowledges and agrees that, for the twelve (12) calendar month period beginning on the thirteenth (13th) calendar month of the Initial Term or any Additional Term, as the case may be, and for each subsequent twelve (12) calendar month period thereafter during such Initial Term or Additional Term, PrimeWork may, in its sole discretion and without notice to you, increase the Total Monthly Office Fee for each such twelve (12) calendar month period by up to the greater of (x) seven percent (7%) of the then-current List Price or (y) seven percent (7%) of the Total Monthly Office Fee for the immediately preceding twelve (12) calendar month period..
4.3. Set-Up and Occupant Add/Change Fee. We charge a one-time set-up fee per Office for administrative setup, including, without limitation, furniture configuration, credit verification, technology configuration, office keys, orientation, etc. (“Set-Up Fee”). The amount of the Set-Up Fee is determined in our sole discretion based on the maximum number of permitted Occupants for any particular Office. The amount of your Set-Up Fee for the Office(s) is specified on the first page of the Agreement as the “One-Time Set-Up Fee.” In addition, we may charge an Occupant add/change fee for each Occupant that you register or add to the initial list of Occupants. (“Occupant Add/Change Fee”). Please note that the Occupant Add/Change Fee is not charged for the Occupants registered prior to the Start Date, and will only be charged for Occupants you may register or add thereafter. Refer to Fee Schedule for current fee information.
4.4. Lost/Damaged Property Fee. Client acknowledges that any phones, furniture, or any other property or furnishings provided by PrimeWork to you, keys, key cards, and other similar items used to gain physical access to the building, the Location or the Office(s), remain our property or the property of the building’s landlord, as applicable. You agree that you and any Occupants will safeguard our property and you will be liable for replacement fees should any such property be lost, stolen or destroyed (the “Lost/Damaged Property Fees”). Refer to Fee Schedule for current fee information.
4.5. Move-Out Fees. Upon termination of the Agreement for any reason, or in the event you choose to relocate to other offices within the Location or at another PrimeWork location, we may impose move-out fees (“Move-Out Fee”) to cover the cost of, without limitation, returning the Office(s) to a condition similar to that which existed on the Start Date, and repairing any damage exceeding normal wear and tear, mail continuity services, and other similar move-out services. Refer to Fee Schedule for current fee information.
4.6. Late Fees. If payment of the Total Monthly Fee or any other due and unpaid Fees is not received by the tenth (10th) calendar day of each calendar month during the Term, we may require you to pay a late fee (“Late Fee”) equal to ten percent (10%) of the total due and unpaid Fees.
4.7. Payment of Fees. During the Term, we will process payment of any the Total Monthly Fee and any other due and unpaid Fees, in advance, no later than the fifth (5th) business day of each month. When we receive payment from you, we will first apply funds to any unpaid Fees that are in arrears and to those Fees that have been in arrears longest first. Once any and all past due Fees are satisfied, any remaining funds will be applied to Fees currently due.
4.8. Disputes. If Client disputes any portion of the Fees on Client’s invoice, Client agrees to pay the undisputed portion on or before the designated payment date.
4.9. Default. Client is in default under the Agreement if: (i) Client fails to materially abide by the terms of the Agreement; (ii) Client fails to pay any recurring Fees (excluding immaterial or disputed amounts of a non-recurring nature) on or before the later of (x) the designated payment due date or (y) three days following receipt of written notice designating such default; (iii) Client conducts illegal activities in the Office(s) or at the Location; or (iv) if any of the representations and warranties of Client in Article V of these Terms and Conditions ceases to be true.
4.10. Payment Method. We accept payment of the Security Deposit and any Fees owed to us solely by direct withdrawal via ACH transfer from your bank account (no processing fee will apply) or by credit card (processing fee will apply) through the client portal. Payments made to PrimeWork via the client portal may be processed by a third-party payment processor (“Payment Processor”) in accordance with their terms of service. We reserve the right to change Payment Processors from time to time and without notice to you. By making a payment to PrimeWork via the client portal, you agree to the Payment Processors’ terms of service. You may only designate one bank account or credit card account at any time. If you elect to pay using direct withdrawal via ACH transfer from your bank account, you hereby: (i) Authorize PrimeWork and the Payment Processor to directly withdraw from your bank account any and all unpaid Fees due to PrimeWork under the Agreement; (ii) Agree to provide a voided check from the bank account you designate for direct withdrawal; and (iii) Agree to maintain a sufficient balance in your bank account to pay such Fees and to inform us promptly of any changes to your designated bank account. If you elect to pay via credit card, you hereby authorize PrimeWork and the Payment Processor to charge your credit card for any and all unpaid Fees due to PrimeWork under the Agreement. Further, you are required to inform us promptly of any changes to such credit card and ensure that you replace such credit card prior to its expiration date. Changes to your payment method made in the last fifteen (15) days of any calendar month will not be effective until the 12th day of the following calendar month. If payment via credit card fails on two or more occasions, we may require you to make payments via direct withdrawal. PrimeWork and/or the Payment Processor may require you to sign a separate authorization form in connection with any payment method. For avoidance of doubt, we reserve the right to, and Client hereby agrees and authorizes PrimeWork and the Payment Processor to, charge your designated form of payment for any and all charges due pursuant to the Agreement, including without limitation, any Total Monthly Fees, Security Deposit, Late Fees, or any other Fees.
4.11. Fee Schedule. Information regarding Fees is available in the Agreement and in the Schedule of Fees, as amended from time to time (“Fee Schedule”). We reserve the right to amend the Fee Schedule and the Fees set forth therein at any time and without prior notice to you by posting such amended Fee Schedule to the client portal on the PrimeWork website. The Fee Schedule currently in effect is attached to the Agreement as Schedule C, and the most current version of the Fee Schedule, as amended, is available via the client portal on the PrimeWork website.
4.12. Taxes. Client is responsible for the payment of all sales tax and any other taxes and license fees which Client is responsible to pay to any governmental authority.
V. REPRESENTATIONS AND WARRANTIES OF CLIENT. Client hereby represents and warrants to PrimeWork that, as of the date of the Agreement and throughout the term:
5.1. Client is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation, and Client, and the Person executing the Agreement on its behalf, has all organizational power and authority necessary to execute and deliver, and to perform, all of its obligations under the Agreement.
5.2. The execution, delivery, and performance of Client’s obligations under the Agreement do not conflict with or result in a violation of any judgment, order, or decree of any court or arbiter or any contract, agreement, or other instrument.
5.3. Client has not: (i) Filed or threatened to file any voluntary petition in bankruptcy or for reorganization under the United State Bankruptcy Code or any other federal, state or local law related to bankruptcy, insolvency, or relief for debtors, (ii) Been adjudicated as bankrupt or insolvent, and no involuntary petition has been filed against Client under the United States Bankruptcy Code or any other federal, state, or local law related to bankruptcy, insolvency, or relief for debtors.
5.4. There are no lawsuits, arbitration proceedings, or other similar actions pending or, to Client’s knowledge, threatened against or affecting the Location or Client that would have an adverse effect on the Client’s ability to perform its obligations under the Agreement.
VI. LIABILITY; WAIVERS; ARBITRATION.
6.1. Limitation of Liability. Due to the imperfect nature of verbal, written, and electronic communications, you acknowledge and agree that neither we, nor our affiliates, nor the landlord of the building, nor any of the respective officers, directors, employees, shareholders, partners, agents or representatives (“Representatives”) will be liable for any damages, direct or consequential, that may result from the failure of PrimeWork to furnish any of the Services, including, without limitation, the service of conveying messages, communications, or any other utility or service. PrimeWork will use its best efforts to prevent the failure to provide, or any interruption of, any of the Services or any other services. Notwithstanding anything to the contrary in the Agreement, Client acknowledges and agrees that PrimeWork shall not be liable for any Losses sustained as a result of our failure to provide any of the Services or other services as a result of a technical failure, mechanical breakdown, strike, or other reason beyond our control, and/or the termination of our lease with the landlord of the building for the Location or the Office(s). The aggregate monetary liability of PrimeWork or its affiliates to you, any Occupants, or your or their guests for any reason and for any and all causes of action, will not exceed the aggregate Total Monthly Fees paid by you to us under the Agreement.
6.2. Waiver of Claims.
A. To the extent permitted by law, you, on your own behalf and on behalf of any Occupants, your Representatives and invitees, agree to waive any and all claims and rights (including, without limitation, the right of recovery) against us and our affiliates, and each of our and their Representatives resulting from injury or damage to, or destruction, theft, or loss of property or person, including, without limitation, any property in the Office(s) or the Location at any time or that has not been removed by you or the Occupant(s) after termination of the Agreement.
B. You, on your own behalf and on behalf of any Occupants and your Representatives, hereby agree to waive, and agree not to make, any claims for damages, direct or consequential, including, but not limited to: (i) any failure by us, our affiliates, or our and their Representatives to furnish any Service or other service (including any error or omission with respect thereto); or (ii) any delay or interruption of the Services or other service. The foregoing sentence does not apply to malicious actions performed by, or the gross misconduct, of PrimeWork, its affiliates, or its and their Representatives.
C. You, on your own behalf and on behalf of any Occupants and your Representatives, hereby agree to waive, and agree not to make, any claims for any indirect, special, incidental, consequential, or punitive damages, including loss of profits or business interruption against us, our affiliates or the landlord, or any of our or their respective Representatives.
6.3. Class Action Waiver. Any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither Party will seek to have any dispute heard as a class action or in any other proceeding in which either Party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings.
6.4. Arbitration. Claims, disputes, or other matters in question between the Parties relating to, or directly or indirectly arising out of, the Agreement or breach thereof shall be subject to and decided by confidential, binding arbitration in the State and County of New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. Demand for arbitration shall be filed in writing with the other Party and with the American Arbitration Association. This agreement to arbitrate shall be specifically enforceable in accordance with applicable law in any court having jurisdiction thereof. In accordance with Section 8.14 hereof, the arbitrator shall award to the prevailing party in the arbitration its reasonable costs, expenses and attorney fees. The award rendered by the arbitrator shall be final and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. This agreement to arbitrate shall survive any termination of the Agreement.
VII. INSURANCE; INDEMNIFICATION.
7.1. Insurance. You are responsible for insuring your personal property against all risks and removing property from the Office(s) and the Location following termination of the Agreement. You have the risk of loss with respect to any of your personal property. You are required to maintain, at your own expense, adequate personal property insurance and commercial general liability insurance covering you and the Occupants for property loss and damage, injury to you or Occupants, or your or their guests and prevention of or denial of use of or access to, all or part of the Office(s) in form and amount appropriate to your business and satisfactory to PrimeWork. We and landlord shall be named as additional insureds on any such policies of insurance. You shall provide proof of insurance upon our request.
7.2. Indemnification. You agree to defend, indemnify, and hold harmless PrimeWork, its affiliates, and our and their Representatives from and against any claim, cause of action, demand, suit, proceeding, damages, liabilities, loss, costs or expense whatsoever, including without limitation, reasonable attorney fees (collectively, “Losses”), arising from, or claimed to have arisen from, directly or indirectly, (i) any breach by you or your Representatives, any Occupant, or your or their invitees of the terms of the Agreement, (ii) any act, omission, negligence or willful misconduct of or by you or your Representatives, any Occupant, or your or their invitees, or (iii) any accident, injury or damage whatsoever caused to any Person, or the property of any Person, which accident, injury or damage occurred, or is claimed to have occurred, at or in connection with the Office(s), the Location, or the building in which the Office(s) and Location are situated, and/or in connection with your or your Representatives, any Occupant’s, or your or their invitees’ use of the Office(s), the Location, or the building, or in connection with your business. If any such claim, action, or proceeding is brought against us or our affiliates, you, will at your expense, upon written notice from us, defend such action or proceeding by counsel selected by us.
VIII. MISCELLANOUS PROVISIONS.
8.1. Relationship of the Parties; Nature of the Agreement. Notwithstanding anything in the Agreement to the contrary, the Parties agree that neither the Agreement nor the License granted hereby creates a landlord-tenant or lessor-lessee relationship or similar relationship, nor shall the Agreement be construed in any way as to grant Client or any Occupant any title, easement, lien, possession or related rights in our business, the Location, the Office(s) or anything contained in the Location and the Office(s). The Agreement does not create, nor is it intended to, create, any tenancy interest, leasehold estate, or other real property interest in favor of Client or any Occupant. The Agreement shall not be construed or deemed to create a fiduciary or agency relationship, or partnership or joint venture. Neither Party will in any way misrepresent the relationship of the Parties.
8.2. Confidentiality. The Parties acknowledge and agree that the Agreement is confidential. Client may not disclose the terms of the Agreement to any other Person without our written consent unless required by any applicable law, regulation, legal process or government request. We may not disclose information about you or any Occupants unless we determine, with advice of counsel, that disclosure is necessary to satisfy any applicable law, regulation, legal process or government request.
8.3. Entire Agreement. The Agreement contains the entire agreement between the Parties hereto and supersedes all prior agreements, understandings, negotiations and arrangements, whether written or oral, between the Parties and, subject to PrimeWork’s right to update the Rules or these Terms & Conditions pursuant to Sections 2.2 and 8.4, respectively, hereof, the Agreement may not be changed or terminated orally, and no attempted change, termination or waiver of any of the provisions hereof shall be binding unless in writing and signed by the Parties. The Agreement shall not be binding until executed by all Parties, regardless of any prior communications between the Parties, their agents or attorneys.
8.4. Updates to the Agreement. We may from time to time update these Terms & Conditions and will provide notice to you of these updates. You will be deemed to have accepted the modified Terms & Conditions following the completion of one (1) full calendar month after the date of notice of the update(s). Continued use of the Office(s) or Services beyond this time will constitute acceptance of such modified Terms & Conditions, at which time such modified Terms & Conditions shall be deemed to have automatically, and without further action by the Parties, amended the Terms & Conditions set forth in the Agreement.
8.5. Successors. The provisions of this Agreement shall extend to and be legally binding upon the Parties and their respective legal representatives, heirs, successors and permitted assigns.
8.6. Governing Law. This agreement is governed by the laws of the State of New York, without giving effect to any conflict of law principle that would result in the laws of any other jurisdiction governing this agreement. Any such action, or proceeding will be litigated in courts located in the State and County of New York, to the extent permitted by law.
8.7. Consent to Jurisdiction; Service; Waiver of Jury Trial. Any suit, action, or proceeding arising out of or relating in any way to the Agreement (a “Proceeding”) shall be brought only in the State and County of New York. Each Party: (i) consents to the exclusive jurisdiction of such courts and of their respective appellate courts in any Proceeding; and (ii) irrevocably waives any defense or objection to the foregoing venues, or any argument of forum non conveniens. Process in any Proceeding may be served on either Party in any manner permitted under the Rules of Court in the State of New York, or the Federal Rules of Civil Procedure, subject to local federal rules. Notwithstanding anything contained herein to the contrary, each Party agrees that, during the Term of the Agreement, service of process by hand delivery, overnight delivery, or certified mail, return receipt requested, at such party’s address listed on the first page of the Agreement, shall be deemed effective service of process upon such Party.
WAIVER OF TRIAL BY JURY: CLIENT HEREBY IRREVOCABLY WAIVES THE RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM, WHETHER IN CONTRACT OR IN TORT, AT LAW OR IN EQUITY, IN ANY MANNER CONNECTED WITH THE AGREEMENT OR ANY TRANSACTION HEREUNDER.
8.8. Waiver. Neither Party shall be deemed by any act or omission to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving Party, and any express waiver shall not affect any of the rights or remedies of the waiving Party other than the rights and remedies specified in such express waiver and only for the time and to the extent therein stated. One or more waivers by either Party shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition.
8.9. Subordination. The Agreement is subject and subordinate to our Lease Agreement with the landlord of the office building pursuant to which we lease the Location and the Office(s), and to any and all matters or other agreements to which such Lease Agreement is subject or subordinate.
8.10. Extraordinary Events. Neither Party shall be liable for, and will not be considered in default or breach of the Agreement on account of, any delay or failure to perform as required by this Agreement (with the exception of any obligations on your part to pay any sum of money due to us under this agreement) as a result of any causes or conditions that are beyond such Party’s reasonable control and which such Party is unable to overcome by the exercise of reasonable diligence, provided that the affected Party will use best efforts to resume normal performance.
8.11. Severability. Each provision of the Agreement shall be separate and independent. If any provision of the Agreement or the application thereof to any Party is held invalid or unenforceable by a court or other dispute resolution forum of competent jurisdiction, then the remainder of the Agreement or of such provision, other than and only to the extent that it is held invalid, will not be invalidated or affected thereby and shall be valid and enforced to the fullest extent permitted by law.
8.12. Survival. All provisions of this agreement reasonably expected to survive the termination of the Agreement will do so, including, without limitation, including any Client’s indemnification obligations or obligation to pay Fees, or any other amounts due to us.
8.13. Notices. Any and all notices under this Agreement will be given via email, and will be effective on the first business day after being sent. Except as otherwise provided in the Agreement, all notices may be sent via email to the email address specified by each of the Parties on the first page of the Agreement. Except as otherwise provided in the Agreement, the Client Contact is the only person who may send or receive notice(s) on your behalf. Both Parties are responsible for keeping current and up-to-date their respective email addresses and other contact information set forth on the first page of the Agreement.
8.14. Attorneys’ Fees. If any action, suit, or proceeding is instituted to interpret, enforce, or rescind the Agreement, or otherwise in connection with the Agreement, the prevailing party will be entitled to recover, in addition to any other relief awarded, its reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the arbitration, action, suit, or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator or the court, as the case may be.
8.15. Headings. The headings in the Agreement are for convenience only and are not to be used to interpret or construe any provision of the Agreement.
8.16. No Assignment. You may not transfer or otherwise assign any of your rights or obligations under the Agreement without our prior written consent, and any such assignments shall be deemed to be void ab initio and to constitute a material breach of the Agreement.
8.17. Counterparts; Electronic Signatures. The Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute shall constitute one and the same instrument. The Agreement, when signed by a Party and delivered to the other Party by fax or other electronic means, shall be deemed a document containing the original signature of the transmitting Party and shall be fully enforceable against the transmitting Party.
SCHEDULE B
RULES & REGULATIONS
RULES AND REGULATIONS
FOR
100 Franklin Sq Drive, Somerset, NJ 08873
1. Fines for Violations. Subject to the terms of each respective client’s office services agreement (“OSA”), PrimeWork, in its sole and absolute discretion, shall have the right to assess each client in violation of these Rules and Regulations, upon five days’ notice of the violation, such violation not being cured, a fine for each day the violation remains uncured. Please refer to the current PrimeWork Fee Schedule available on the client portal for fee information. Notwithstanding anything contained herein to the contrary, in lieu of, or in addition to, PrimeWork also reserves the right to declare a default under a client’s respective OSA for any violation of the Rules and Regulations herein, subject to the terms of each client’s respective OSA. Such fine shall be collectable as provided in client’s OSA.
2. Client Improvements.
(a) All third parties engaged by any client to perform work or provide services on its behalf (other than on an occasional or incidental basis) in or around the Location or the Office Building, must carry the commercial general liability, worker's compensation and automobile insurance required under the terms of Client’s OSA and to comply with the requirements of the OSA applicable to such insurance (such as naming PrimeWork and any other required parties as additional insureds under the commercial general liability policy and providing the required certificates of insurance to PrimeWork).
(b) Client shall not mark, paint, drill into, cut, string wires within, or in any way deface any part of the Office Building, without the prior consent of PrimeWork, and as PrimeWork may direct.
(c) Client shall not install any artwork that could give an artist or any other party a right under applicable Law to prevent removal of the same.
3. Common Areas.
(a) The Common Areas shall not be obstructed by any of the clients or used by them for any purpose other than for ingress to and egress from their respective premises. Such Common Areas include, but are not limited to, all hallways, entrances, exits, staircases, stairwells, foyers, and vestibules. Except in cases of emergency, invitees, licensees, employees, agents, clients, and patients are prohibited from accessing and using the stairwells.
(b) Clients are expressly prohibited from using any Common Area as a “waiting area” for their invitees, licensees, employees, agents, clients, and patients. Clients shall not place personal property in any Common Area or cause personal property to be placed in any Common Area.
(c) The Common Areas are not for the general public, and PrimeWork shall in all cases retain the right to control and prevent access thereto of all persons whose presence in the judgment of PrimeWork would be prejudicial to the safety, character, reputation, and interest of the Office Building and its clients; provided that nothing herein contained shall be construed to prevent such access to persons with whom any client normally deals in the ordinary course of its business, unless such persons are engaged in illegal activities or activities otherwise disruptive to PrimeWork or other clients. PrimeWork reserves the right to prevent access to, or remove or expel from the Office Building any person who, in the judgment of PrimeWork is intoxicated or under the influence of liquor or drugs, or who shall in any manner do any act in violation of any of these Rules and Regulations.
(d) Canvassing, soliciting, distribution of handbills, or any other written material and peddling in the Office Building are prohibited, and each client shall cooperate to prevent the same.
(e) No animals (except for service animals) shall be brought or kept in the Location, Office Building, or any of the Common Areas.
4. Restricted Use of Location. Clients shall not use or occupy the Location or the Office Building or permit any portion of the Location or the Office Building to be occupied for any use other than the use permitted in the client’s respective OSA. The Location shall not be used for the storage of merchandise held for sale to the general public, for manufacturing of any kind, or for lodging. No cooking shall be done or permitted on the Location except that private use by Client of approved microwave ovens, equipment for brewing coffee, tea, hot chocolate, and similar beverages shall be permitted, provided that such use is in accordance with all Laws. If Client uses the Location after regular business hours or on non-business days Client shall lock any entrance doors to the Office Building or to the Location used by Client immediately after using such doors.
5. Janitors; Cleaning of Location. No client shall employ any person or persons other than the janitor of PrimeWork for the purpose of cleaning its Location unless otherwise agreed to by PrimeWork in writing. Except with the consent of PrimeWork (which consent may be withheld in PrimeWork's sole discretion), no person or persons other than those approved by PrimeWork shall be permitted to enter the Office Building for the purpose of cleaning the same. No client shall cause any unnecessary labor by reason of such client's carelessness or indifference in the preservation of good order and cleanliness. Client shall promptly notify PrimeWork of any carpet or wall stains requiring attention. Janitor service will not be furnished on nights when rooms are occupied after 6:00 p.m. unless, by agreement in writing, service is extended to a later hour for specifically designated rooms.
6. Care of the Location. Client shall ensure that the doors of the Location are closed and locked and that all water faucets, water apparatus, and utilities are shut off before Client or Client's employees leave the Location so as to prevent waste or damage, and for any default or carelessness in this regard, Client shall make good all injuries sustained by other clients or occupants of the Office Building or PrimeWork. On multiple-tenancy floors, all clients shall keep the doors to the Office Building corridors closed at all times except for ingress and egress. The toilet rooms, toilets, urinals, wash bowls, and other apparatus shall not be used for any purpose other than that for which they are constructed, no foreign substance of any kind whatsoever shall be thrown therein, and the expense of any breakage, stoppage, or damage resulting from the violation of this rule shall be borne by the clients who, or whose employee(s) or invitee(s), shall have caused it.
7. Keys. No client shall copy keys provided to client by PrimeWork at the beginning of the term. No client shall alter any lock or install a new or additional lock or any bolt on any door of its premises. Each client upon the termination of its lease shall deliver to PrimeWork all keys to doors in the Office Building. Should Client install a locking system that requires a code, such code shall be provided to PrimeWork in writing, and all subsequent changes to the code will be provided in writing twenty-four (24) hours prior to such change taking place.
8. Deliveries; Transporting Materials. PrimeWork shall designate appropriate entrances for deliveries or other movement to or from the Location of equipment, materials, supplies, furniture, or other property, and Client shall not use any other entrances for such purposes. PrimeWork must have approved all means or methods used to move equipment, materials, supplies, furniture, or other property in or out of the Office Building prior to any such movement. PrimeWork will not be responsible for loss of or damage to any such property from any cause, and all damage done to the Office Building by moving or maintaining such property shall be repaired at the expense of Client. Client shall move all freight, supplies, furniture, fixtures, and other personal property only at such times as PrimeWork may designate. Unattended vehicles will be towed at the vehicle owner's expense.
9. Restricted Access to Certain Areas. No client shall use any method of heating or ventilation or air conditioning other than that supplied by PrimeWork. Space heaters and window-installed air conditioners are prohibited. Client shall not obstruct, alter, or in any way impair the efficient operation of PrimeWork's heating, ventilating, electrical, fire, safety, or lighting systems, nor shall Client tamper with or change the setting of any thermostat or temperature control valves in the Office Building outside of Client’s Location. Client shall not enter the mechanical rooms, air conditioning rooms, electrical closets, janitorial closets, or similar areas or go upon the roof of the Office Building, except without the prior consent of PrimeWork, and as PrimeWork may direct. No client shall install any radio or television antenna, loudspeaker, or other device on the roof or exterior walls of the Office Building.
10. Windows, Exterior Walls. No curtains, draperies, blinds, shutters, shades, screens, or other coverings, hangings, or decorations shall be attached to, hung, or placed in, or used in connection with, any window of the Office Building. Such items shall be installed on the office side of PrimeWork's standard window covering and shall in no way be visible from the exterior of the Office Building. Client shall keep window coverings closed when the effect of sunlight (or the lack thereof) would impose unnecessary loads on the Office Building's heating or air condition systems. Client will not place objects on window sills or otherwise obstruct the exterior wall window covering.
11. Waste Removal. Each client shall store all its trash and garbage within its premises. No material shall be placed in the hallways or in the trash boxes or receptacles if such material is of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of building trash and garbage in the locale without being in violation of any law or ordinance governing such disposal. All garbage and refuse disposal shall be made only through entryways provided for such purposes and at such times as PrimeWork shall designate. Each client shall comply with any and all Laws regarding recycling.
12. Use of Electronics and Machinery. Client shall not use in the Office Building any machines, other than standard office machines, such as desktop computers, laptop computers, smart phones, smart tablets, copying machines, and similar machines, without the prior written approval of PrimeWork. All office equipment and any other device of any electrical or mechanical nature shall be placed by Client in the Location in settings approved by PrimeWork, so as to absorb or prevent any vibration, noise, or annoyance. Client shall not cause improper noises, vibrations, or odors within the Office Building. No television, computer, telephone, radio or similar device shall be played in such a manner as to cause a nuisance to any other client.
13. Exterior of Office Building. Client will keep all doors opening to the exterior of the Office Building, all fire doors, and all smoke doors closed at all times. Client shall not park or attach any bicycle or motor driven cycle on or to any part of the Location or Office Building.
14. Notices to PrimeWork. Except in a case of emergency, the requirements of clients will be attended to only upon written notice made pursuant to a client’s ‘Notice’ provision of their respective lease. In the event a client’s lease is silent on the matter of notices, the requirements of clients will be attended to upon receipt of written notice to the Office Building Manager.
15. Invalidity. To the extent any of one or more rules in these Rules and Regulations are deemed by a court of competent jurisdiction to be unenforceable, whether certain specific Rules and Regulations are deemed unenforceable as to one specific client or whether certain specific Rules and Regulations are deemed unenforceable to all clients, such Rules and Regulations not deemed unenforceable shall remain in effect as to all clients subject to these Rules and Regulations.
16. Waiver. PrimeWork may waive any one or more of these Rules and Regulations for the benefit of any particular client or clients, but no such waiver by PrimeWork shall be construed as a waiver of such Rules and Regulations in favor of any other client or clients, nor prevent PrimeWork from thereafter enforcing any such Rules and Regulations against any or all of the clients of the Office Building.
17. Miscellaneous.
(a) This is a non-smoking facility. All individuals are prohibited from smoking within the confines of the Office Building.
(b) There shall not be used in any space, or in the public halls of the Office Building, either by any client or others, any hand trucks except those equipped with rubber tires and side guards or such other material handling equipment as PrimeWork may approve. No other vehicles of any kind shall be brought by any client into the Office Building or kept in or about its premises.
(c) These Rules and Regulations are in addition to, and shall not be construed to in any way modify or amend, in whole or in part, the agreements, covenants, conditions, and provisions of any client’s lease.
(d) PrimeWork reserves the right to modify the foregoing and promulgate such other rules and regulations as PrimeWork may from time to time decide are needed for the safety, care, or cleanliness of the Office Building, for the preservation of good order therein, or as changed conditions or particular circumstances may require.