HOST shall mean Sambiri Global Enterprise Services, LLC (SaGE Workspace), with a principal place of business at 276 Fifth Avenue, Suite 704, New York, NY, 10001.
CLIENT shall mean the individual or entity named as the "Client" in the Key Terms Summary on Page 1. If the Client is a corporation, partnership, or other entity, the individual signing this Agreement represents and warrants they have the authority to bind the Client.
AGREEMENT DATE shall mean the date this Agreement is signed by the Client, upon which the "Monthly Charge" and any "Setup Fees" become due.
SPACE / ROOM shall mean the physical workspace, office, or conference room assigned to the Client for use, or in the case of Virtual Office Services, the non-occupancy use of the Host’s address and mail handling facilities.
BUILDING shall mean the building located at the HOST address, in which the Space is located.
SERVICES shall mean the provision of Workspace Services and/or Virtual Office Services selected by the Client, including but not limited to reception services, mail handling, and building access during Regular Hours. Service Type includes Virtual Offices, Serviced Offices, Coworking Spaces, Meeting Rooms, Training Rooms, Conference Rooms, Event Spaces & Pop-Up Shops.
TERM shall mean the period beginning on the Start Date and ending on the End Date specified in the Key Terms. If no End Date is specified, the Agreement shall automatically renew for successive periods as defined in the "Renewal" section.
FEES shall mean the total of the Monthly Fee, Security Deposit, Incidentals or Penalty Fees, and any Mail Handling Charges, Storage Fees, Forwarding Fees, or Address Usage Fees. Penalty Fees may be charged for late payments, unauthorized usage, failure to turn off electrical equipment (lights, AC), or failure to properly dispose of trash.
HOUSE RULES shall mean the specific policies, procedures, and rules provided by the Operator regarding the use of the Space and Building, including security procedures, IT access, and noise/conduct standards. The Client acknowledges that specific infractions, such as leaving doors unlocked or excessive noise, are subject to Penalty Fees.
INVITEES shall mean the Client’s employees, agents, guests, contractors, and subcontractors. The Client is fully responsible and liable for the conduct and safety of their Invitees while on the Premises. For Virtual Office Clients, Invitees shall also include any individual authorized to pick up mail or packages.
CONFIDENTIAL INFORMATION shall mean any non-public information of the Operator or other clients within the Workspace that the Client knows or reasonably should know is confidential.
SaGE Workspace (“Provider”) grants the Client (“Licensee”) a limited, non-exclusive, non-transferable license to use the services selected in this Agreement during the Term:
The Licensee may use the licensed services solely for lawful business purposes and in accordance with this Agreement.
a) Sub-license, assign, or transfer any rights under this Agreement.
b) Use the services in a manner that disrupts operations or other clients.
c) Engage in any illegal activities or violate applicable laws.
d) Make alterations to the space or equipment without prior consent.
The Client must not exceed the Maximum Occupancy or make any alterations to the Space, including installing lighting, phone, or data lines. The Host retains the right to require the Client to relocate to an equally sized or larger, similar, and no-more-expensive space within the same Building with 30 days' written notice. The Host or its representatives may enter the Space at any time and, unless there is an emergency, will try to inform the Client in advance for non-routine work; the Host's failure to furnish repairs does not entitle the Client to a refund or abatement of Fees. The Host may suspend services and access due to events beyond its reasonable control (e.g., political unrest, Acts of God). If the Space becomes unusable due to fire, casualty, or condemnation, the Agreement automatically terminates, with all proceeds belonging to the Host. Finally, the Host may also suspend services for renovations or repairs, in which case the Client will be relocated within the building or to another building at the Host's reasonable cost.
This document is a revocable contractual license, not a lease or real property interest, meaning the Host retains legal possession and control of the Space. The Host's ability to provide the Space and services is entirely subject to the terms of the Host's master lease with its landlord. Therefore, this Agreement and the Client's license automatically terminate without penalty to the Host upon the termination of the Host's master lease or the cessation of the Host's operations.
Upon expiration or termination, the Client's license is revoked, and the Client must remove all personal property and vacate the Space. Failure to remove property allows the Host, at its option, to either deem the property conveyed to the Host or remove it at the Client's expense, and the Client must indemnify the Host against any claims from brokers representing the Client.
For each period that Client continues to use or occupy the Space or Services after the expiration or earlier termination of this Agreement, Client shall pay Host an amount equal to two (2) times the Monthly Charge. Your payment of such amounts shall not be construed to extend the Term or prevent Host from immediate recovery of possession of the Space by summary proceedings or otherwise.
The Client receives non-exclusive, first-come, first-served access to shared areas (e.g., reception, lounge, kitchenettes). The Host reserves the right to change or eliminate these shared facilities and common areas without notice.
The Client must not place any signs visible from outside the Space or the Building. The Host will install approved signs on the Client's door/s upon request, but these will be at the Client's expense and must conform to the Host's design and specifications.
The Client is solely responsible for arranging insurance for their personal property against all risks, and for their liability concerning employees and invitees in the Space. The Client waives any right of recovery against the Host and its landlord for any damage, loss, theft, or misappropriation of property, as all property in the Space is considered under the Client's control.
All keys and entry cards remain the Host's property; the Client must not make copies or permit unauthorized use. Any loss must be immediately reported, and the Client must pay the replacement costs for keys, cards, and/or any required lock changes. Furthermore, the Client is prohibited from installing additional locks or altering existing lock mechanisms on any doors or windows of the Space or Building.
Both Host and Client agree that during and after the Term, the recipient of any non-public information designated as confidential, reasonably known to be confidential, or deriving value from not being public, will not disclose or use it for their own or others' benefit without the other party's prior written consent. A breach of this confidentiality obligation entitles the non-breaching party to seek all available legal or equitable remedies, including injunctive relief. Notwithstanding this, the Client accepts all risk regarding its intellectual property used in the Space. The Host and its landlord will have no liability arising from the Client's intentional or unintentional disclosure of confidential information to third parties present in or around the Space.
Neither the Host nor the Client, nor their employees or agents, shall knowingly solicit, recruit, or hire the other party's employees during the Term and for 90 days thereafter without prior written consent. However, either party may solicit or recruit generally in the media. Additionally, either party may hire the other's employee without consent if the employee voluntarily applies in response to a general advertisement or without having been personally solicited.
The Client agrees to indemnify, defend, and hold the Host, its landlord, and any mortgagee harmless from all losses, liabilities, and expenses (including attorneys' fees) arising from the Client's and its invitees' use of the Space or violation of applicable law/this Agreement, except where caused by the negligence or misconduct of the Host. The Agreement does not create a direct contractual relationship (privity of estate or contract) between the Client and the Host's landlord. Furthermore, the Client shall not allow any lien to be placed on the Space, the Building, or the underlying land and must ensure any such lien is discharged within 10 days of the Client becoming aware of it.
The license terminates automatically at the end of the Term or upon early termination of this Agreement. Upon termination, the Licensee must cease use of the services and return any Provider property. Upon early termination (a) no refund is available for the then-current calendar month and the next full calendar month and (b) 100% of the refundable security deposit and any remaining unpaid Fees and taxes for the License Term are immediately due and payable by the Guest.
The Monthly Fee (and all applicable taxes) is due in advance on the first day of each calendar month. The first payment is due on the Agreement Date.
Payments are considered late if not received by the fifth (5th) day of the month. Late payments are subject to the Late Fee of $25.00 as noted in Key Terms. The Operator may immediately suspend all Services (including mail and access) until all overdue fees are paid in full.
The Security Deposit is held by the Operator as security for the Client's performance and to cover any damage or unpaid Fees. The Deposit is not to be applied to the last month’s rent. The balance will be returned within thirty (30) days after termination, provided the Space is undamaged and all Fees are paid.
The Agreement is subject to automatic 12-month renewal. The Client must provide 30 days written notice prior to the End Date to prevent renewal. Upon each automatic renewal, the Monthly Fee will be automatically increased by ten percent (10%).
The Operator may terminate this License immediately, without opportunity to cure and without liability to the Client, upon the occurrence of any of the following events:
In the event the Operator terminates this Agreement due to the Client's default:
This Agreement shall be interpreted and enforced in accordance with the laws of the State of New York. The Client and Operator hereby waive any right to trial by jury in any proceeding based upon a breach of this Agreement, to the fullest extent permitted by applicable law.
All notices, demands, and approvals shall be sent by certified mail or electronic mail to the addresses specified for each party in the Key Terms Summary on Page 1.
This Agreement, including the Key Terms Summary and any attached invoice, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral. This Agreement may only be modified, amended, or terminated by a written instrument executed by both parties.
If either party institutes a suit against the other to enforce this Agreement, the prevailing party shall be entitled to all its costs and expenses, including, without limitation, reasonable attorneys' fees.
If either Party is unable to perform any of its obligations under this Agreement because of a judicial or government decree or regulation, communication line failure, power failure, any natural disaster or act of God, war, terrorism, invasion, insurrection, riot, the order of any civil or military authority, fire, flood, earthquake, weather, lockouts, strikes, the unavailability of personnel due to injury, sickness, death, or termination of employment, which is not the fault of such Party, or other cause beyond such Party’s reasonable control, the Party so affected shall promptly give notice to the other Party and shall do everything possible to resume performance. Upon delivery of such notice, all obligations under this Agreement shall be immediately suspended. If the period of nonperformance exceeds thirty (30) days, the Party receiving notice may terminate this Agreement by written notice. The Parties agree to be bound by the terms hereof as of the Effective Date and have caused this Agreement to be executed by their duly authorized representatives.
