This membership agreement (the “Membership Agreement”) is between Ispace Co-working Group Ltd. (“Ispace Coworking”), and the person or entity agreeing to the terms hereof (“Member”). This Membership Agreement is effective as of the date you click the “Sign Up” button appearing at the bottom of this page (the “Effective Date”). If you are accepting the terms of this Membership Agreement on behalf of your employer or some other entity, you represent and warrant that: (i) you have legal authority to bind your employer or the applicable entity; (ii) you have read and understand this Membership Agreement; and (iii) you agree, on behalf of your employer or the applicable entity, to all of the terms of this Agreement.
The foregoing Basic Terms are approved by the parties. Each reference in this Membership Agreement to any of the Basic Terms will be construed to include the above provisions as well as all of the additional terms and conditions of the applicable sections of this Membership Agreement where such Basic Terms are more fully described.
All Schedules to this Membership Agreement are incorporated into and form an integral part of this Membership Agreement.
In consideration of the rents, covenants, and agreements hereinafter reserved and contained on the part of the Member to be paid, observed, and performed, Ispace Coworking hereby demises and leases to the Member, and the Member leases from Ispace Coworking, the Workspace for the Term. Premises Rules or Regulations (or Ispace Rules): Members shall observe Ispace Rules provided as a separated document.
The Term of this Membership Agreement is the period set out in subclause 1.1(e), beginning on the Commencement Date.
1 Membership Fees
The Member will pay Ispace Coworking for the Workspace and Additional Privileges as set out under subclause 1.1 at the office of Ispace Coworking’s building manager or at such other place as Ispace Coworking may direct in writing, during the Term, in lawful money of Canada without any set-off, abatement, compensation, or deduction whatsoever, on the days and at the times specified in this Membership Agreement, Membership Fees in the amount per month set out in subclause 1.1(f). Where the Member’s payment is not honored by the bank, the Member shall forthwith deliver to Ispace Coworking within five days a replacement payment for the same amount together with fifty dollars ($50) as the bank charge and Ispace Coworking’s administrative cost. In Addition, the Member will pay to Ispace Coworking all goods and services taxes, sales taxes, value added taxes, harmonized sales taxes as applicable, under the terms of this Membership Agreement. The Membership Fees will stay the same as prescribed in 1.1 (f) for renewed Membership Agreement. Escalation: Commencing on the 1st anniversary of the Commencement Date and on each anniversary of the Commencement Date thereafter during the Term or Renewal Term, the Membership Fees shall be increased by an amount equal to three percent (3%).
4.3 Payment Method
The Member will provide to Ispace Coworking without prejudice to any other right or remedy of Ispace Coworking, monthly prepayment of the Membership Fees in accordance to the payment method as set out under subclause 1.1(j).
4.4 Membership Fees for Irregular Periods
All Membership Fees reserved in this Membership Agreement will be deemed to accrue from day to day, and if for any reason it becomes necessary to calculate Membership Fees for irregular periods of less than one month, an appropriate pro-rata adjustment will be made on a daily basis in order to compute Membership Fees for such irregular period.
4.5 Application of Payments
All payments by the Member to Ispace Coworking under this Membership Agreement will be applied toward such amounts then outstanding under this Membership Agreement as Ispace Coworking determines and Ispace Coworking may subsequently alter the application of any such payment.
1 Member’s Covenants
The Member covenants with Ispace Coworking as follows:
5.2 Membership Fees
To pay the Membership Fees on the days and in the manner provided in this Membership Agreement and to pay all other amounts, charges, costs, and expenses as are required to be paid by the Member to Ispace Coworking or to others under this Membership Agreement.
5.3 Occupancy and Permitted Use
To use the Workspace only for the purpose specified in subclause 1.1(g).
5.4 Waste and Nuisance
Not to commit or permit any waste or injury to the facility civically known as 210 - 7911 Alderbridge Way, Richmond, British Columbia, Canada, V6X 2A4 (the “Facility”) or the Workspace including the leasehold improvement and the trade fixtures; any overloading of the floors thereof; any conduct that impedes or, in the opinion of Ispace Coworking acting reasonably, could impede the business of any other occupant of the Facility or that constitutes or, in the opinion of Ispace Coworking acting reasonably, could constitute a nuisance to Ispace Coworking, any other occupant of the Facility, or anyone else; or any other use or manner of use that annoys or interferes with the operations of any other occupant of the Facility or, in the opinion of Ispace Coworking acting reasonably, may have an adverse impact on the reputation of the Facility.
5.5 Insurance Risks
Not to do, omit to do, or permit to be done or omit to be done upon the Workspace anything that would cause Ispace Coworking’s cost of insurance to be increased (and, without waiving the foregoing prohibition, Ispace Coworking may demand, and the Member will pay to Ispace Coworking upon demand, the amount of any such increase of cost caused by anything so done or omitted to be done) or that will cause any policy of insurance to be subject to cancellation.
5.6 Inspection and Access
To permit Ispace Coworking have its authorized agents, employees, and contractors enter the Workspace:
At any time in case of emergencies or matters concerning safety; and
With 24 hours’ notice for the purpose of inspection, making repairs, alterations, maintenance or improvements to the Workspace; and the Member will provide free and unimpeded access for the purpose, and will not be entitled to compensation for any inconvenience, nuisance, or discomfort caused thereby.
5.7 Forbidden Activities
The Member covenant not to allow its invitees, guests, employees, contractors, directors, shareholders or staff members to smoke, use marijuana, or commit any action that is morally offensive or in contravention of the Criminal Code in or around the Facility.
1 Quiet Enjoyment
Ispace Coworking covenants with the Member as that provided the Member pays the Membership Fees and performs its other covenants in this Membership Agreement, the Member will and may peaceably possess and enjoy the Workspace for the Term hereby granted, without any interruption or disturbance from Ispace Coworking or its assigns, or any other person or persons lawfully claiming by, from, through, or under Ispace Coworking.
REPAIR, DAMAGE, AND DESTRUCTION
1 Abatement and Termination
It is agreed between Ispace Coworking and the Member that in the event of damage to the Workspace or to the Facility, if the damage is such that the Workspace or any substantial part of them are rendered not reasonably capable of use and occupancy by the Member for the purposes of its business for any period of time in excess of 10 days, and unless the damage was caused by the fault or negligence of the Member or its employees, invitees, or others under its control, from and after the date of occurrence of the damage and until the Workspace are again reasonably capable of use and occupancy as specified, Membership Fees will abate from time to time in proportion to the part or parts of the Workspace not reasonably capable of use and occupancy. Upon such destruction, Ispace Coworking may also, in its sole discretion, terminate this Membership Agreement, and the Member will instead deliver up possession of the Workspace to Ispace Coworking with reasonable expedition but in any event within 10 days after delivery of such notice of termination, and Membership Fees will be apportioned and paid to the date upon which possession is so delivered.
7.2 Service Interruptions
The Member acknowledges to Ispace Coworking that the operation of systems and the availability of facilities may be interrupted from time to time in cases of accident and emergency, in order to carry out maintenance, repairs, alterations, replacements, and upgrading, or for any other reasonable reason required by Ispace Coworking. During periods of such interruption, any obligation of Ispace Coworking to provide access to such systems and facilities or common areas of the Facility will be suspended and clause 14.1 will apply.
The Member shall deposit by way of bank draft, certified cheque or credit card payment, on or before the Commencement Date, with Ispace Coworking the Security Deposit as set out under subclause 1.1(i). The Security Deposit will be held by Ispace Coworking as security for the faithful performance by the Member of all of the provisions of this Membership Agreement to be performed or observed by the Member. If the Member fails to pay Membership Fees or otherwise defaults with respect to any provision of this Membership Agreement, Ispace Coworking may use, apply or retain all or any portion of the Security Deposit for the payment of any Membership Fees in default, or for the payment of any other expense which Ispace Coworking may incur by reason of the Member’ default, or to compensate Ispace Coworking for any loss or damage which Ispace Coworking may suffer thereby. If Ispace Coworking so uses or applies all or any portion of the Security Deposit, the Member will within ten (10) days after demand therefor deposit cash with Ispace Coworking in an amount sufficient to restore the Security Deposit to the full amount thereof. Ispace Coworking will not be required to keep the Security Deposit separate from its general accounts. Ispace Coworking shall, no later than thirty (30) days after the end of the Term or the Renewal Term, as applicable, return the remainder of the Security Deposit, if any, to the Member. Ispace Coworking will thereafter be relieved of all liability with respect to the Security Deposit.
9. ACCESS TO WORKSPACE AND INITIAL SETUP
1 Setup Cost
The Member shall pay to Ispace Coworking, along with the pre-payment of the first month’s Membership Fee, a setup fee of Fifty ($50) Dollars plus applicable Taxes. The Setup Cost will be returned to the Member at the end of this term if the Member return the Entrance Fob in proper working condition.
9.2 Entrance Fob
Ispace Coworking shall provide the Member with an electronic fob (the “Fob”) for access to the Facility during the Term. The Fob shall be returned by the Member to Ispace Coworking at the expiration of the Term. The Member shall not make additional copies of the Fob without Ispace Coworking’s explicit written consent. If the Fob is lost or damaged by the Member, a replacement Fob shall be made available by Ispace Coworking to the Member within a reasonable time in exchange for a payment of Fifty ($50) dollars plus tax.
1 Internet Usage
Ispace Coworking shall make available to the Member for the duration of the Term, internet access at the Facility. The Member acknowledge that the internet access provided by Ispace Coworking is shared between other occupants of the Facility and employees, directors and invitees of Ispace Coworking, and that Ispace Coworking makes no representations or warranties regarding the speed nor security of the internet access provided. The Member acknowledges that it understands the risks of using shared internet access and that the Member shall indemnify and save harmless Ispace Coworking from any liability, suits, damages, costs, fees of any kind resulting directly or indirectly from the Member’s use of the internet access as provided by Ispace Coworking.
FIXTURES AND IMPROVEMENTS
1 No Alteration by the Member
The Member shall not damage, remove or alter any furnishings or leasehold improvements of the Facility. The Member acknowledge and agree that in the event of any damage, removal or unauthorized alteration of any furnishing or leasehold improvements of the Facility caused directly or indirectly by the Member, the Member’s guest, employee, invitee, contractor, director or shareholder, whether intentionally or otherwise, Ispace Coworking shall be entitled to deduct the cost of remedying such default by the Member from the Security Deposit; in the event that the aforementioned cost exceed the Security Deposit, the Member shall immediately upon request from Ispace Coworking, reimburse such costs or damages to Ispace Coworking. Nothing in this subclause relieves the Member from its obligations to maintain the Security Deposit amount as stated in this Agreement herein.
12.1 Limitation of Ispace’s Liability
The Member agrees that:
Ispace Coworking will not be liable for any bodily injury to or death of, or loss or damage to any property belonging to, the Member or its employees, invitees, or licensees or any other person in, on, or about the Facility or the Land, or for any interruption of any business carried on in the Workspace, and, without limiting the generality of the foregoing, in no event will Ispace Coworking be liable:
for any damage for bodily injury or death of anyone resulting from fire, explosion, earthquake, flood, falling plaster, steam, gas, electricity, water, rain, snow, dampness, or leaks from any part of the Workspace or from the pipes, appliances, electrical system, plumbing works, roof, subsurface, or other part or parts of the Facility or from the streets, lanes, and other properties adjacent to them;
for any damage, injury, or death caused by anything done or omitted by the Member or any of its servants or agents or by any other Member or person in the Facility;
for the non-observance or the violation of any provision of any of the rules and regulations of Ispace Coworking in effect from time to time or of any lease or Membership Agreement by another tenant or Member of the Facility or any concessionaire, employee, licensee, agent, customer, officer, contractor, or other invitee of any of them, or by anyone else;
for any act or omission (including theft, malfeasance, or negligence) on the part of any agent, contractor, or person from time to time employed by it to perform janitorial services, security services, supervision, or any other work in or about the Workspace or the Facility or any other co-occupants of the Building;
for loss or damage, however caused, to money, securities, negotiable instruments, papers, or other valuables of the Member or any of its servants or agents;
for the failure to supply interior climate control or elevator service when prevented from doing so by strikes, the necessity of repairs, any order or regulation of any body having jurisdiction, the failure of the supply of any utility required for the operation thereof, or any other cause beyond Ispace Coworking’s reasonable control; or
for any bodily injury, death, or damage to property arising from the use of, or any happening in or about, any elevator; and
the Member releases and discharges Ispace Coworking from any and all actions, causes of action, claims, damages, demands, expenses, and liabilities that the Member now or hereafter may have or incur arising from any matter for which Ispace Coworking is not liable under subclause 12.2(a), notwithstanding that negligence or other conduct of Ispace Coworking or anyone for whose conduct Ispace Coworking is responsible may have caused or contributed to such matter.
12.2 Indemnity of Ispace
The Member agrees to indemnify and save harmless Ispace Coworking in respect of all claims for bodily injury or death, property damage, or other loss or damage arising from the conduct of any work by or any act or omission of the Member or any assignee, subtenant, agent, employee, contractor, invitee, or licensee of the Member, and in respect of all costs, expenses, and liabilities incurred by Ispace Coworking in connection with or arising out of all such claims, including the expenses of any action or proceeding pertaining to them, and in respect of any loss, costs, expense, or damage suffered or incurred by Ispace Coworking arising from any breach by the Member of any of its covenants and obligations under this Membership Agreement. This indemnity will survive the expiry or termination of this Membership Agreement.
13. OCCURRENCE OF DEFAULT
13.1 Unavoidable Delay
Except as otherwise expressly provided in this Membership Agreement, if and whenever and to the extent that either Ispace Coworking or the Member is prevented, delayed, or restricted in the fulfilment of any obligations under this Membership Agreement in respect of the supply or provision of any service or utility, the making of any repair, the doing of any work or any other thing (other than the payment of Membership Fees or other amounts due) by reason of civil commotion, war-like operation, invasion, rebellion, hostilities, sabotage, strike, or work stoppage, or being unable to obtain any material, service, utility, or labour required to fulfil such obligation or by reason of any statute, law, or regulation of or inability to obtain any permission from any government authority having lawful jurisdiction preventing, delaying, or restricting such fulfilment, or by reason of other unavoidable occurrence other than lack of funds, the time for fulfilment of such obligation will be extended during the period in which such circumstance operates to prevent, delay, or restrict the fulfilment of it, and the other party to this Membership Agreement will not be entitled to compensation for any inconvenience, nuisance, or discomfort thereby occasioned, nor will Membership Fees abate; but nevertheless Ispace Coworking will use reasonable efforts to maintain services essential to the use and enjoyment of the Workspace.
14. MEMBER’S DEFAULT, REMEDIES OF LANDLORD, AND SURRENDER
14.1 Remedying by Ispace, Non-payment, and Interest
In addition to all the rights and remedies of Ispace Coworking available to it in the event of any default under this Membership Agreement by the
Member, either by any other provision of this Membership Agreement or by statute or the general law, Ispace Coworking:
will have the right at all times to remedy or attempt to remedy any default of the Member, and in so doing may make any payments due or alleged to be due by the Member to third parties and may enter upon the Workspace to do any work or other things in them, and in such event all expenses of Ispace Coworking in remedying or attempting to remedy such default together with an administrative charge equal to 15% of the total of such expenses will be payable by the Member to Ispace Coworking promptly upon demand;
will have the same rights and remedies in the event of any non-payment by the Member of any amounts payable by the Member under any provision of this Membership Agreement as in the case of non-payment of Membership Fees;
if the Member fails to pay any Membership Fees promptly when due, will be entitled, if it demands it, to interest thereon at a rate of 12% per annum; and
will be entitled to be reimbursed by the Member, and the Member will promptly pay Ispace Coworking, the amount of all costs and expenses (including, without limitation, legal costs on a solicitor-and-own-client basis) incurred by Ispace Coworking in connection with the default or in efforts to enforce any of the rights, or to seek any of the remedies, to which Ispace Coworking is or may be entitled under this Membership Agreement.
14.2 Remedies Cumulative
Ispace Coworking may from time to time resort to any or all of the rights and remedies available to it in the event of any default under this Membership Agreement by the Member, either by any provision of this Membership Agreement or by statute or the general law, all of which rights and remedies are intended to be cumulative and not alternative, as the express provisions under this Membership Agreement as to certain rights and remedies are not to be interpreted as excluding any other or additional rights and remedies available to Ispace Coworking by statute or the general law.
14.3 Right of Re-entry on Default
It is expressly agreed that:
if and whenever the Membership Fees or other amounts payable by the Member or any part thereof, whether lawfully demanded or not, are unpaid and the Member has failed to pay such Membership Fees or other amounts within five days after Ispace Coworking has given to the Member notice requiring such payment; or
if the Member breaches or fails to observe and perform any of the other covenants, agreements, provisos, conditions, rules, or regulations and other obligations on the part of the Member to be kept, observed, or performed under this Membership Agreement and such breach or failure continues for 5 days after Ispace Coworking has given the Member notice of it; or
if without the written consent of Ispace Coworking the Workspace are used by any persons other than the Member or its permitted assigns or permitted subtenants or for any purpose other than that for which the Workspace were leased, or occupied by any persons whose occupancy is prohibited by this Membership Agreement; or
if any policy of insurance upon the Facility from time to time effected by Ispace Coworking is cancelled or about to be cancelled by the insurer by reason of the use or occupation of the Workspace by the Member or any assignee, subtenant, or licensee of the Member or anyone permitted by the Member to be upon the Workspace and the Member, after receipt of notice in writing from Ispace Coworking, fails to take such immediate steps in respect of such use or occupation as enables Ispace Coworking to reinstate or avoid cancellation of (as the case may be) such policy of insurance; or
if the Term or any of the goods and chattels of the Member is at any time seized in execution or attachment; or
if a receiver or receiver-manager is appointed of the business or property of the Member; or
if the Member makes any assignment for the benefit of creditors or any bulk sale, becomes bankrupt or insolvent or takes the benefit of any statute now or hereafter in force for bankrupt or insolvent debtors or (if a corporation) takes any steps or permits
any order to be made for its winding-up or other termination of its corporate existence; or
if Ispace Coworking becomes entitled to terminate this Membership Agreement or to re-enter the Workspace under any provision
then and in every such case it will be lawful for Ispace Coworking thereafter to enter into and upon the Workspace or any part of them in the name of the whole and the same to have again, repossess, and enjoy as of its former estate, anything in this Membership Agreement to the contrary notwithstanding. Ispace Coworking may use such force as it may deem necessary for the purpose of gaining admittance to and re-taking possession of the Workspace, and the Member hereby releases Ispace Coworking from all actions, proceedings, claims, and demands whatsoever for and in respect of any such forceable entry or any loss or damage in connection with it.
14.4 Termination and Re-entry
If and whenever Ispace Coworking becomes entitled to re-enter upon the Workspace under any provision of this Membership Agreement, Ispace Coworking, in addition to all other rights and remedies, will have the right to terminate this Membership Agreement by giving to the Member or by leaving upon the Workspace notice in writing of such termination.
14.5 Certain Consequences of Termination and Re-entry
If Ispace Coworking re-enters the Workspace or if this Membership Agreement is terminated by reason of any event set out in clause 15.3, then without prejudice to Ispace Coworking’s other rights and remedies:
the provisions of this Membership Agreement that relate to the consequences of termination, and the provisions of this Membership Agreement as they apply with respect to acts, events, and omissions that occurred prior to the termination, will all survive such termination;
in addition to the payment by the Member of Membership Fees and other payments for which the Member is liable under this Membership Agreement, Membership Fees for the current month will immediately become due and be paid by the Member or the person then controlling the Member’s affairs; and
the Member or person then controlling the affairs of the Member will pay to Ispace Coworking on demand such reasonable expenses as Ispace Coworking has incurred, and a reasonable estimate of Ispace Coworking of expenses Ispace Coworking expects to incur, in connection with the re-entering, terminating, reletting, collecting sums due or payable by the Member, and storing and realizing upon assets seized, including without limitation brokerage fees, legal fees (on a full indemnity basis) and disbursements, the expenses of cleaning and making and keeping the Workspace in good order, and the expenses of repairing the Workspace and preparing them for reletting.
14.6 Waiver of Distress and Bankruptcy
The Member waives the benefit of any present or future statute taking away or limiting Ispace Coworking’s right of distress and covenants and agrees that, notwithstanding any such statute, none of the goods and chattels of the Member on the Workspace at any time during the Term will be exempt from levy by distress for Membership Fees or rent in arrears.
14.7 Reletting and Sale
Whenever Ispace Coworking becomes entitled to re-enter upon the Workspace under any provision of this Membership Agreement, Ispace Coworking, in addition to its other rights, will have the right as agent of the Member to enter the Workspace and relet them (for a term or terms shorter or longer than the balance of the Term, granting reasonable concessions in connection therewith), and to receive the Membership Fees or rent for them, and as the agent of the Member to take possession of any furniture or other property on them, and to sell it at public or private sale without notice, and to apply the proceeds and any Membership Fees or rent derived from reletting the Workspace upon account of the Membership Fees due and to become due under this Membership Agreement, and the Member will be liable to Ispace Coworking for the deficiency, if any.
14.8 Surrender on Termination
Immediately upon the termination of this Membership Agreement, whether by effluxion of time or otherwise, the Member will vacate and deliver up possession of the Workspace in a neat and tidy state and in good and substantial repair in accordance with the Member’s obligation under this Membership Agreement to repair the Workspace. At the same time the Member will surrender to Ispace Coworking, at the place then fixed for the payment of Membership Fees, all keys and other devices that provide access to the Workspace, the Facility, or any part of them and will inform Ispace Coworking of all combinations to locks, safes, and vaults, if any, in the Workspace.
15. ENVIRONMENTAL MATTERS
15.1 Environmental Clause Definitions
For the purpose of this Section 16:
“Contaminants” means any pollutants, contaminants, deleterious substances, underground or above-ground tanks, asbestos-containing materials, hazardous, corrosive, or toxic substances, hazardous waste, waste, polychlorinated biphenyls (“PCBs”), PCB-containing equipment or materials, pesticides, defoliants, fungi, including mould and spores arising from fungi, or any other solid, liquid, gas, vapour, odour, heat, sound, vibration, radiation, or combination of any of them, which is now or hereafter prohibited, controlled, or regulated under Environmental Laws.
“Environmental Laws” means any statutes, laws, regulations, orders, bylaws, standards, guidelines, protocols, criteria, permits, codes of practice, and other lawful requirements of any government authority having jurisdiction over the Workspace now or hereafter in force relating in any way to the environment, environmental assessment, health, occupational health and safety, protection of any form of plant or animal life or transportation of dangerous goods, including the principles of common law and equity.
15.2 Member’s Covenants and Indemnity
The Member covenants and agrees as follows:
not to use or permit to be used all or any part of the Workspace for the sale, storage, manufacture, handling, disposal, use, or any other dealing with any Contaminants, without the prior written consent of Ispace Coworking, which may be unreasonably withheld;
to strictly comply, and cause any person for whom it is in law responsible to comply, with all Environmental Laws regarding the use and occupancy of the Workspace;
on the expiry or earlier termination of this Membership Agreement or at any time if requested by Ispace Coworking or required by an government authority under Environmental Laws, to remove from the Workspace all contaminants, and to remediate by removal any contamination of the Workspace or any adjacent property resulting from Contaminants, in either case brought on to, used at, or released from the Workspace by the Member or any person for whom it is in law responsible. The Member will perform these obligations promptly at its own cost and in accordance with Environmental Laws; and
to indemnify Ispace Coworking and its shareholders, directors, officers, employees, agents, successors, and assigns from any and all liabilities, actions, damages, claims, remediation cost recovery claims, losses, costs, orders, fines, penalties, and expenses whatsoever including any and all environmental or statutory liability for remediation, all legal and consultants’ fees and expenses and the cost of remediation of the Workspace and any adjacent property arising from or in connection with:
any breach of or non-compliance with the provisions of this clause by the Member; or
any release or alleged release of any Contaminants at or from the Workspace related to or as a result of the use and
occupation of the Workspace or any act or omission of the Member or any person for whom it is in law responsible.
The obligations of the Member under this clause will survive the expiry or earlier termination of this lease.
16. EVENTS TERMINATING LEASE
16.1 Cancellation of Insurance
If any policy of insurance upon the Facility from time to time effected by Ispace Coworking is cancelled or threatened to be cancelled by the insurer by reason of the use or occupation of the Workspace by the Member or any assignee, subtenant, or licensee of the Member or by anyone permitted by the Member to be upon the Workspace and the Member after receipt of notice in writing from Ispace Coworking fails to take such immediate steps in respect of such use or occupation as will enable Ispace Coworking to reinstate or avoid cancellation of (as the case may be) such policy of insurance, Ispace Coworking may at its option terminate this Membership Agreement by leaving upon the Workspace notice in writing of such termination.
Any notice required or contemplated by any provision of this Membership Agreement will be given in writing, and if to Ispace Coworking, either delivered to an executive officer of Ispace Coworking or delivered or mailed (by prepaid registered mail) to Ispace Coworking at the address set out in subclause 1.1(a) or emailed to Ispace Coworking’s email set out in subclause 1.1(a), or if Ispace Coworking has given the Member notice of another address in Canada or another email to which notices to Ispace Coworking under this Membership Agreement are to be given, then to the last such address or email of which the Member has been given notice; and if to the Member, either delivered to the Member personally (or to a partner or officer of the Member if the Member is a firm or corporation) or delivered or mailed (by prepaid registered mail) to the Member at the Workspace or emailed to the Member’s email set out in subclause 1.1(b). Every such notice will be deemed to have been given when delivered or, if emailed as provided, on the date of successful transmission or, if mailed as provided, upon the third business day after the day of mailing in Canada provided that if mailed, should there be a mail strike, slowdown, or other labour dispute that might affect delivery of such notice between the time of mailing and the actual receipt of notice, then such notice will only be effective if actually delivered or emailed.
17.2 Extraneous Agreements
The Member acknowledges that there are no covenants, representations, warranties, agreements, or conditions expressed or implied relating to this Membership Agreement or the Workspace, save as expressly set out in this Membership Agreement and in any agreement to lease in writing between Ispace Coworking and the Member pursuant to which this Membership Agreement has been executed. In the event of any conflict between the terms of this Membership Agreement and such agreement to lease, the terms of this Membership Agreement will prevail. This Membership Agreement may not be modified except by an agreement in writing executed by Ispace Coworking and the Member.
17.3 Time of Essence
Time is of the essence of this Membership Agreement.
17.4 Deregistration of Registered Address
The Member shall not at any time use an address provided by Ispace Coworking as its registered corporate address or its place of business without Ispace Coworking’s written consent. If, following receipt of such written consent, the Member decide to terminate this Agreement or the Agreement expires, the Member must (i) deregister Ispace Coworking’s address as its corporate address with the relevant local authorities and (ii) inform all suppliers or customers of this address change. The deregistration must occur within fifteen (15) days of the Agreement’s date of termination or expiration. For each day after the fifteen (15) day deadline has elapsed that the member has not deregistered Ispace Coworking’s address or notified suppliers or customers, the Member agree to pay 3% of its monthly Membership Fees to Ispace Coworking. Such fees may be deducted from the Security Deposit or separately charged to the Member at Ispace Coworking’s sole discretion. Notwithstanding subclause 18.11, if Ispace Coworking elects to deduct the fees as mentioned in this subclause herein from the Security Deposit, Ispace Coworking may withhold the Security Deposit until such time that all outstanding fees payable under this subclause has been fully paid by the Member.
17.5 Successors and Assigns
This Membership Agreement and everything in it will enure to the benefit of and be binding upon the successors and assigns of Ispace Coworking and its heirs, executors, and administrators and the permitted successors and permitted assigns of the Member. References to the Member will be read with such changes in gender as may be appropriate, depending upon whether the Member is a male or female person or a firm or corporation. If the Member is comprised of more than one person or entity, then each such person and entity is jointly and severally bound by the representations, warranties, agreements, and covenants of the Member and any notice given or deemed to have been given at any time to any such person or entity will be deemed to have been given at the same time to each other such person and entity.
Notwithstanding the occurrence or existence of any event or circumstance or the non-occurrence of any event or circumstance, and so often and for so long as the same may occur or continue that, but for this clause, would frustrate or void this Membership Agreement, and notwithstanding any statutory provision to the contrary, the obligations and liabilities of the Member will continue in full force and effect as if such event or circumstance had not occurred or existed.
No condoning, excusing, or overlooking by Ispace Coworking or Member of any default, breach, or non-observance by the Member or Ispace Coworking at any time or times in respect of any covenant, proviso, or condition in this Membership Agreement will operate as a waiver of Ispace Coworking’s or the Member’s rights under this Membership Agreement in respect of any continuing or subsequent default, breach, or non-observance or so as to defeat or affect in any way the rights of Ispace Coworking or the Member in this Membership Agreement in respect of any such continuing or subsequent default or breach, no acceptance of Membership Fees by Ispace Coworking subsequent to a default by the Member (whether or not Ispace Coworking knows of the default) will operate as a waiver by Ispace Coworking, and no waiver will be inferred from or implied by anything done or omitted by Ispace Coworking or the Member except only express waiver in writing.
17.8 Governing Law and Severability
This Membership Agreement will be governed by and construed in accordance with the laws in force in the province of British Columbia. Ispace Coworking and the Member agree that all the provisions of this Membership Agreement are to be construed as covenants and agreements as though the words importing such covenants and agreements were used in each separate clause of it. Should any provision or provisions of this Membership Agreement be illegal or not enforceable, it or they will be considered separate and severable from the Membership Agreement and its remaining provisions will remain in force and be binding upon the parties as though the illegal or unenforceable provision or provisions had never been included.
The captions appearing in this Membership Agreement have been inserted as a matter of convenience and for reference only and in no way define, limit, or enlarge the scope or meaning of this Membership Agreement or of any provision of it.
The Member shall not assign this Membership Agreement, sublet the whole or any part of the Workspace, or permit the Workspace to be occupied by any person that is not the Member, the Member’s Guests or invitees unless it has first requested and obtained the consent in writing of Ispace Coworking which may be withheld in Ispace’s sole discretion. Ispace may assign this Membership Agreement without the Member’s consent.
In consideration of Ispace Coworking granting this Membership Agreement to the Member for which they benefit, directly or indirectly, and the same of One Dollar ($1.00) now paid by Ispace Coworking to the Indemnifier and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Indemnifier hereby covenants with Ispace Coworking that the Member shall duly perform and observe each and every covenant, proviso, condition and agreement in this Agreement on the part of the Member to be performed and observed, including all payments agreed to be paid or payable under this Agreement on the days and at the times and in the manner herein specified, and that if any default be made by the Member, whether in payment of amounts or sums from time to time falling due hereunder as and when they become due and payable or in the performance or observance of any of the covenants, provisos, conditions or agreements which under the terms of this Agreement are to be performed or observed by the Member, the Indemnifier shall forthwith pay to Ispace Coworking on demand such amounts or sums in respect of which such default shall have occurred and all damages that may arise in consequence of the non-observance or non-performance of any of the said covenants, provisos, conditions or agreements.
The Indemnifier covenants with Ispace Coworking that the Indemnifier is jointly and severally bound with the Member for the fulfillment of all obligations of the Member under this Membership Agreement. In the enforcement hereunder Ispace Coworking may proceed against the Indemnifier as if the Indemnifier were named the Member in this Agreement.
The Indemnifier hereby waives any rights to require Ispace Coworking to proceed against the Member or to pursue any other remedy
whatsoever which may be available to Ispace Coworking, before proceeding against the Indemnifier.
No neglect or forbearance of Ispace Coworking in endeavoring to obtain payment of the amounts or sums required to be made under the provisions of this Membership Agreement as and when they become due, no delay of Ispace Coworking in taking any steps to enforce performance or observance of the covenants, provisos, conditions, or agreements contained in this Membership Agreement to be performed or observed by the Member, no extension or extensions of time which may be given by Ispace Coworking from time to time to the Member, and no other act or failure to act of or by Ispace Coworking shall release, discharge or in any way reduce the obligations of the Indemnifier in this Membership Agreement.
This Membership Agreement shall be governed by, and construed in accordance with, the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The parties hereby agree that each is an independent contractor, neither party shall be considered to be the agent, representative, master or servant of the other party for any purpose, and neither party has any authority to enter into any contract, assume any obligations or give any representations on behalf of the other party. Nothing herein shall be construed to create a relationship of partners, joint ventures, fiduciaries or other similar relationship between the parties. This Membership Agreement constitutes the entire agreement between the parties relating to the subject matter hereof, subject to information incorporated herein by reference to the Ispace Coworking website. This Membership Agreement will enure to the benefit of, and be binding upon, the parties hereto and their respective heirs, executors, administrators, successors and assigns.
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