TBS, INC Use and Services Agreement
PLEASE READ THIS USE AND SERVICES AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE PURCHASING A MEMBERSHIP FROM TBS, INC (“BEAUTY SHOPPE”). BY PURCHASING A MEMBERSHIP YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
PLEASE BE ADVISED: It is your responsibility to review the most recent version of this Agreement frequently and remain informed about any changes to it. By continuing to use the Facilities (defined below), you consent to any update and/or modifications to this Agreement.
Use of Office Facility
1. BEAUTY SHOPPE grants to you (“Member(s)”) a non-exclusive, revocable monthly license to use and occupy a seat in BEAUTY SHOPPE’s shared office facility (“Membership”) and/or other shared office facilities either operated by or made available to you by BEAUTY SHOPPE, as determined by BEAUTY SHOPPE, in its sole discretion (“Facilities”). The Membership shall continue from month to month (the “Membership Period”) until terminated in accordance with this Agreement.
2. The Facilities may only be used for general office purposes and all uses ancillary. While in the Facilities, the Member (and their guests) shall conduct themselves in accordance with any rules of conduct (“Shoppe Rules”) issued by BEAUTY SHOPPE. Member shall not perform any work or undertake any activity in the Facilities that may interfere or disturb the use or occupancy of the Facilities by BEAUTY SHOPPE, or any other Members of BEAUTY SHOPPE for their respective business purposes.
3. Member is permitted to use (i) all office equipment, IT-related equipment, and furniture, and (ii) be entitled to reasonable use of any kitchen, pantry, storage, and coffee areas within the Facilities so long as they agree and comply with the Shoppe Rules and/or other terms and conditions of use of these services as set by BEAUTY SHOPPE. Further, the parties acknowledge that individual work spaces in the Facilities shall not be separately demised or necessarily separated physically and, therefore, each Member has access to the other Members’ work area, with the sole exception of designated shared spaces and/or other areas and offices specifically designated by BEAUTY SHOPPE as “Full Time Work Space”.
Membership, Fees, Payment and Termination
4. The “Membership Type” is the specific level of service designated and marketed by BEAUTY SHOPPE and selected by the Member. Different Membership Types may have various levels of service and access to BEAUTY SHOPPE’s Facilities and amenities as defined, from time to time, by BEAUTY SHOPPE, in its sole discretion.
5. The “Membership Fee” is an amount determined by BEAUTY SHOPPE, from timeto time, as the price in exchange for the Membership granted to Member. BEAUTY SHOPPE will establish and publish specific Membership Fees for each Membership Type as defined and marketed by BEAUTY SHOPPE. The Membership Fee includes the cost of all utilities and other building services and amenities included with the Membership Type, except as provided below Member shall pay BEAUTY SHOPPE the Membership Fee in advance, without any setoffs or deductions whatsoever.
6. BEAUTY SHOPPE will charge the Member’s credit card or bank account for the total amount of the monthly Membership Fee and any fees for Additional Services (as defined below). Charges for Additional Services will be added to the Member’s payment to be paid for prior to the monthly anniversary of the Member’s initial monthly payment and occupancy of the shared office space (“Membership Date”), without notice, for the duration of the Membership Period. A refused credit card transaction or direct bank withdrawal could result in BEAUTY SHOPPE’s termination of this Agreement. Members are obligated to promptly notify BEAUTY SHOPPE of any changes to their credit card number, expiration, or billing address or bank account information and/or update their own personal and company payment details within their Member account. By accepting the terms of this Agreement, Member hereby authorizes BEAUTY SHOPPE to initiate charges to the credit card account and/or bank account on file on an
ongoing monthly basis for the duration of the Membership Period.
7. “Additional Services” includes optional services and amenities as made available from time to time at an amount determined by BEAUTY SHOPPE, in its sole discretion and elected to be used and paid for by the Member. Additional Services may include printing/copying/scanning services, access to conference rooms, event spaces, or other BEAUTY SHOPPE designated spaces and locations, storage lockers, computer technical support, audio and visual equipment, food and beverage services, concierge services, and other services.
8. Services provided by BEAUTY SHOPPE for no additional fee include mail reception, office cleaning services, and trash removal.
9. This Agreement is effective unless terminated by BEAUTY SHOPPE or Member by providing the other party with at least thirty (30) days written notice or as defined by a specific BEAUTY SHOPPE Facility’s Shoppe Rules. Notice must be provided to BEAUTY SHOPPE either in writing with confirmed receipt by a BEAUTY SHOPPE team member and/or by the Member electing to terminate his/her or a team Membership by cancelling Membership via the BEAUTY SHOPPE Member Service platform. Written termination requests may be sent to BEAUTY SHOPPE at the following address: email@example.com.
10. Upon the termination of this Agreement, Member shall cease all use of the services provided by and branding associated with BEAUTY SHOPPE, and shall have no right to any of the property and amenities provided by BEAUTY SHOPPE including office equipment, IT-systems and equipment, mailing address, and office furniture. Nothing hereunder contained shall be deemed to permit Member to retain occupancy of the Facilities after the termination of the Agreement.
Access to Facilities
11. On or before the end of each business day that Member makes use of the Facilities, Member shall quit the Premises and surrender the same to BEAUTY SHOPPE in the same condition existing at the beginning of said use (subject to reasonable wear and tear), and Member shall remove all of its property located in the Premises.
12. Member represents that it has made a thorough inspection of the Facilities and agrees to take the same in its condition “as is” as of the date hereof and BEAUTY SHOPPE shall have no obligation to alter, improve or decorate the Facilities for Member’s use and occupancy. Member shall not make or cause to be made any alterations, installations, improvements, additions or physical changes in or about the Facilities without BEAUTY SHOPPE’s prior written consent – and in accordance with the Facility’s Shoppe Rules – which consent may be withheld in BEAUTY SHOPPE’s sole discretion.
13. BEAUTY SHOPPE and BEAUTY SHOPPE’s agents shall have the right, throughout the Membership Period, to enter any portion of the Facilities to examine the same, and to make such repairs, alterations, improvements or additions as BEAUTY SHOPPE may deem reasonably necessary, in its sole discretion, provided, that BEAUTY SHOPPE shall use commercially reasonable efforts to minimize any interference with Member’s use of the Facilities.
14. BEAUTY SHOPPE grants Member access to the Facilities 24 hours a day, seven days a week, subject to change at BEAUTY SHOPPE’s sole discretion (“Operating Hours”).
15. As part of the Membership Fee, Member will be provided a wireless signal within the Facilities. Member is prohibited from using a mail server, hosting internal websites, dispatching broad based emails (spamming), utilizing internal FTP services, Wi-Fi wireless internet hubs, voice over IP equipment, applications, or practices that BEAUTY SHOPPE deems to utilize excessive bandwidth, without BEAUTY SHOPPE’s prior written approval.
16. BEAUTY SHOPPE will take commercially reasonable steps to maintain the continuity of and protect the wireless internet from unauthorized use. BEAUTY SHOPPE accepts no liability for any breach, suspension, interruption, temporary unavailability, loss of data or faulty occurring in internet service or any consequence thereof, including loss of business or profits, whether arising as a result of our allocation of access rights or otherwise.
17. In order to protect Member’s computer(s) from unwanted hackers and viruses, and to prevent the inconveniencing or slowing down of other internet users at the Facilities, it is Member’s sole responsibility to provide its own firewall and anti-virus protection on its computer(s). In the event that Member’s computer(s) becomes infected or hacked, regardless of whether it has installed firewall or anti-virus protection. BEAUTY SHOPPE shall not be responsible for any damage suffered to the Member’s computer(s). If BEAUTY SHOPPE notices or suspects that the Member’s computer(s) may be infected or hacked, BEAUTY SHOPPE reserves the right to schedule a time to immediately inspect the Member’s computer(s). If BEAUTY SHOPPE determines that the Member’s computer(s) is infected or has been hacked and is causing a disruption or slow down to the
shared public network, BEAUTY SHOPPE reserves the right to immediately disconnect the subject computer(s) from internet access at the Facilities. Also, due to numerous incoming spam issues clogging up many email systems, BEAUTY SHOPPE highly recommends that Member install spam-filtering software to help eliminate congestion and the slowing down of the network at the Facilities. Member shall indemnify and hold BEAUTY SHOPPE harmless for any and all damages, including, without limitation, reasonable attorney’s fees that may result from the foregoing.
Full Time Memberships
18. Members who purchase a “Full Time Membership” (hereinafter referred to as “Full Time Member(s)”) will have access to the designated “Full Time Work Spaces” (as determined, from time to time, by BEAUTY SHOPPE, in its sole discretion) during all Operating Hours. Some Full Time Work Spaces are shared (i.e., open floorplan) areas designated for and accessible by Full Time Members, and some areprivate (i.e., a private office). Pricing for shared and private Full Time Work Spaces may differ and will be se at BEAUTY SHOPPE’s sole discretion.
19. Each Full Time Member will have the exclusive right to one dedicated workstation (hereinafter referred to as “Full Time Workstations”) located within a Full Time Space during the term of their Full Time Membership. A Full Time Workstation will include, at minimum, a desk and chair with appropriate electronic and internet access, lighting, etc. Other special needs may be accommodated (i.e. VOIP, etc), if possible, by BEAUTY SHOPPE, in its sole and absolute discretion.
20. Full Time Members may select any Full Time Workstation available as of their Membership Date, and may switch to another Full Time Workstation after first obtaining BEAUTY SHOPPE’s prior written approval.
21. Only one (1) Full Time Member shall be permitted to occupy and given Full Time Workstation.
22. Member acknowledges and agrees that due to the open and shared nature of the Facilities, Members and their guests may have access to Confidential Information of BEAUTY SHOPPE or other Members at the Facilities. “Confidential Information” shall mean any and all information, in whole or in part, that is either intentionally, or unintentionally disclosed by either BEAUTY SHOPPE, its owners, officers, employees, members, or agents, or any other Member, which information is non-public, confidential or proprietary in nature. Confidential information also includes, without limitation, information about business, sales, operations, known-how, trade secrets, business affairs, any knowledge gained through examination or observation of or access to the Facilities, computer systems, and/or books and records of BEAUTY SHOPPE, or other Members, any analysis, compilations, studies or other documents prepared by BEAUTY SHOPPE, or other Members, or otherwise derived in any manner from the Confidential Information that you are obliged to keep confidential or know or has reason to know should be treated as confidential.
23. With respect to the Confidential Information, all Members will: (a) Maintain all Confidential Information in strict-confidence (b) Not disclose Confidential Information to any third party
24. All confidential information remains the sole and exclusive property of BEAUTY SHOPPE or the respective disclosing party. Member acknowledges and agrees that nothing in this Agreement or its license or use of the Facilities will be construed as granting any rights to it, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property proprietary rights of BEAUTY SHOPPE or any other Member or user of the Facilities.
Members are Not Permitted
25. The right to assign, lease, sublease, or otherwise grant access to the Facilities and its amenities and shared services.
26. Display or use BEAUTY SHOPPE trade name, trademarks, service marks, logos, domain names, and other distractive brand features of BEAUTY SHOPPE without prior written approval of BEAUTY SHOPPE.
27. Members hereby consent and agree that BEAUTY SHOPPE has full and unrestricted publishing and use rights for any photographs (digital or print) taken at the Facilities, including, but not limited to photographs of Members and their work and work space. Member hereby releases, discharges, and agrees to hold harmless BEAUTY SHOPPE from any liability by virtue of blurring, distortion, alteration, optical illusion, or use in composite form whether intentional or otherwise, that may occur or be produced thereof, as well as any publication thereof, including without limitation any claims of libel or invasion of privacy.
Consequences of Damage or Destruction
28. If any part, or all of the Facilities become inaccessible or unfit for use due to damage or destruction (other than as a result of anything the Member does or fails to do): The whole or an appropriate proportion (having regard to the nature and extent of the destruction or damage) of the Membership Fee shall cease to be payable until the Facilities are fully accessible and fit for use, and; If the damage or destruction affects the whole or a substantial part of the Facilities and it is likely to take more than three months to make the Facilities again fully accessible and fit for use either BEAUTY SHOPPE or the Member may terminate this Membership Agreement by giving one months written notice to the other in which event this Agreement will immediately end and BEAUTY SHOPPE need not carry out any repairs or reinstatement.
29. Member, at Member’s sole cost and expense, may obtain business insurance for its own protection, including, without limitation, Worker’s Compensation, General Liability, Property & Casualty, and Fire & Burglary insurance. In no event shall BEAUTY SHOPPE become responsible for purchasing and/or maintaining the aforementioned insurance if the Member fails to obtain such insurance.
30. Member releases, and hereby agrees to indemnify, defend and save harmless BEAUTY SHOPPE, its officers, agents, members, representatives, employees, successors and assigns, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties in any way related to arising out of Member’s use of the Facilities, including without limitation, lost business; lost profits, damage to equipment and personal property, and theft. Notwithstanding the foregoing, Member will have no obligations under to this Section 30 to the extent that such Claims are the result of the gross negligence of BEAUTY SHOPPE. Member further agrees in the event that it brings a claim or lawsuit in
violation of this Agreement, Member shall be liable for any attorney’s fees and costs incurred by either BEAUTY SHOPPE, or its respective officers and agents in connection with the defense of such claim or lawsuit.
This is Not a Lease
31. This Agreement does not and shall not be deemed to constitute a lease or conveyance of the Facilities by BEAUTY SHOPPE to any Member, or to confer upon any Member any right, title, estate or interest in the Facilities, except for such rights granted to the Member pursuant to this Agreement. Notwithstanding the fact that this Agreement is anon- exclusive, conditional license and not a lease and, therefore, the Landlord-Tenant laws do not govern this Agreement, nor can the Member invoke tenant rights or privileges, Member hereby specifically waives any and all rights that it may have under any Landlord-Tenant laws.
32. In addition to any and all other rights or remedies provided in this Agreement or which BEAUTY SHOPPE may have at law, in equity, or otherwise, if Member shall fail to comply with any of its obligations under this Agreement, then BEAUTY SHOPPE shall have the right to immediately terminate this Agreement upon notice to Member, and Member shall immediately quit and surrender the Facilities as required hereby.
33. THE BEAUTY SHOPPE shall have no liability or responsibility to Member, and Member shall have no claim against BEAUTY SHOPPE, for any damage or loss incurred by Member with respect to property located in, or services provided to, the Facilities, except as a result of the gross negligence or willful misconduct of BEAUTY SHOPPE.
Office and/or Property Abandonment
34. If Member is in default and fails to correct the default within 10 days fails to respond to default notices, fails to contact BEAUTY SHOPPE in writing with a plan to rectify the default, fails to satisfy its financial obligations to BEAUTY SHOPPE under the terms of this Agreement, or fails to remove its belongings from Facilities, then Member hereby accepts that such actions constitute a legal abandonment of its rights and belongings. In such an event, BEAUTY SHOPPE shall be permitted, in its sole discretion, to either store the subject property for a period of time to be set by BEAUTY SHOPPE, or dispose of such property as BEAUTY SHOPPE sees fit. If the subject property is stored, Member shall be responsible for any and all costs and fees associated with the same, including, without limitation, reasonable attorney’s fees. Member will indemnify and hold BEAUTY
SHOPPE harmless for any and all damages, including, without limitation, lost business, lost profits, costs of storage and reasonable attorney’s fees that may arise from the actions BEAUTY SHOPPE takes to address the Member’s abandonment of its property and the Facilities.
35. Notices. All notices to BEAUTY SHOPPE in connection with this License shall be in writing, shall be effective upon receipt and shall be sent by email to firstname.lastname@example.org.
36. Counterparts. This Agreement may be executed in counterparts, all of which taken together will constitute one instrument.
37. Assignment. This Agreement may not be assigned, transferred or otherwise encumbered by Member without the prior written consent of BEAUTY SHOPPE, nor shall Member permit any other person or entity to use or occupy any portion of the Facilities.
38. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania.
39. Amendments. This Agreement may be amended at any time by BEAUTY SHOPPE, in its sole and absolute discretion. Member’s continued use of the Facilities following the amendment shall be deemed an acceptance of any amendments made to this Agreement.
40. Waiver/Severability. If any provision of this Agreement is held to be void, invalid or otherwise unenforceable (either in whole or in part), the remaining portions of this Agreement shall remain in effect and the parties hereto shall use their best efforts to substitute the void, invalid or unenforceable provision with a new provision of like intent and effect. If either party waives a right granted in this Agreement, it must be done so in writing and signed by the party holding that right. If a party fails to exercise a right, it should not be interpreted as a waiver to exercise that same right, or any other right, in the future.
41. Suitability and Comfort. The Member accepts that the very nature of a large, shared working environment is such that the standards for issues such as aesthetics and room temperature vary from individual to individual. The Member also accepts that, in attempting to satisfy the collective and varied standards of the large group of people working in the Facilities, it is sometimes possible that an individual’s standards will not match those of the majority of occupants and, thus, sometimes an individual Member’s standards may not be met from time to time. Therefore, the Member hereby accepts that the Facilities may not be best suited for every type of business or individual and, that if the Member’s individual standards cannot be met, Member shall have the right to terminate this Agreement upon thirty (30) days prior written notice.
Entire Agreement. This Agreement constitutes the entire understanding between the parties hereto with respect to the subject matter contained herein, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.
Updated: January 1, 2017