Monthly Bookings

MONTHLY USE

This SLA (Space Licensing Agreement) License (this “Agreement”) is made as of the Agreement Time between the Landlord and the Tenant for use of the Space located in the Landlord’s Building.

The Landlord and the Tenant agree as follows:

  1. License.  Subject to the terms and conditions of this Agreement, the Landlord grants the Tenant a non-transferable license to occupy and use the Space in the Building (the “License”) during the Term and the Tenant accepts such License.
  2. House Rules. During the Term, the Tenant agrees to accept the terms, conditions, and policies provided by the Landlord relating to the use of the Space, including building security procedures, IT access and use procedures, maximum occupancy limitations, specific state law requirements and other terms or procedures provided by the Landlord (the “House Rules”) in Exhibit A.  The House Rules may be revised and amended by the Landlord without the prior consent of, or notice to, the Tenant.
  3. Payment. The Tenant agrees to pay the Fees, better known as the “Monthly Charges” for the use of the Space in the Landlord’s Building.
  4. Definitions. Capitalized terms used and not otherwise defined in this Agreement or the Exhibit and Schedules shall have the meanings set forth in the Section entitled “Definitions” below.
  5. Entire Agreement.  This Agreement (including the Exhibits) constitutes the entire agreement between the Landlord and the Tenant regarding the use of the Space and supersedes any prior agreements between the Landlord and Tenant relating to Tenant’s use of the Space.
  1. The Term shall begin on the Start Date and end on the later of the End Date, if specified, or Minimum Term number of months after the Start Date.  If no Minimum Term is specified, the Minimum Term shall be one month.
  2. Definitions

1.1          “Agreement Date” shall mean the date the booking is booked through the Service;

1.2          “Cancellation Terms” shall mean Flexible Cancellation Terms as selected for the Space by the Landlord as of the Agreement Date;

1.3          “Landlord” shall mean the Landlord and the Landlord’s email and address shall have the values set by the Landlord in the Landlord’s Profile as of the as of the Agreement Date;

1.4          “Tenant” shall mean the Tenant and the Tenant’s email and address shall have the values set by the Tenant in the Tenant’s Profile as of the as of the Agreement Date;

1.5          “Space” shall be the Space the Tenant reserves by booking a booking through the Service;

1.6          “Maximum Occupancy” shall be the value set by the Landlord in the Profile for the Space as of the Agreement Date;

1.7          “Building” shall be the Building in which the Space is located as set by the Landlord in the Profile for the Space as of the Agreement Date;

1.8          “Term” shall mean the period of time beginning on the Start Date and ending on the later of the End Date, if specified, or the Minimum Term number of months after the Start Date of the booking specified by the Tenant and authorized by the Landlord;

1.19        “Fees” shall be the Fees set by the Landlord for the Space including the “Monthly Charge” and the “Setup Fee” as set by the Landlord in the Profile for the Space as of the Agreement Date;

1.20        “Deposit” shall be equal to the Monthly Charge for one month unless otherwise specified in the House Rules by the Landlord as of the Agreement Time.

 

  1. License Terms

2.1 Compliance

You agree to abide by and cause your employees, agents, guests, invitees, contractors and subcontractors (“Invitees”) to abide by this Agreement and any applicable House Rules provided by the Landlord.

2.2 Possession and Delivery

The Space is accepted by the Tenant in its “as-is” “where-is” condition and configuration.  If, for any reason, the Landlord is unable to provide use of the Space at the anticipated beginning of the Term, you shall have the right to cancel the License with no penalty and be entitled to a full refund of amounts paid.

2.3 Workspace Use and Access

2.3.1      You agree to use the Space provided to you for general office purposes only and you may not use the Space to carry out any illegal activities or use the Space (a) in violation of law, the House Rules, or any other reasonable regulations or rules adopted by Landlord during the Term, or (b) for any immoral, unlawful, or objectionable purposes.  Further, you shall not use or permit the usage of any illegal drug or substance and shall not make or permit any unreasonable or unnecessary noises or odours in or upon the Space or the Building.  You shall not commit, or suffer to be committed, any waste upon the Space or any nuisance (public or private) or other act or thing of any kind or nature whatsoever that may disturb the quiet enjoyment or cause unreasonable annoyance of any other occupants in the Building.

2.3.2      You agree not to exceed the Maximum Occupancy of the Space.

2.3.3      You shall not make alterations, additions or improvements to the Space, including the installation of lighting or any phone or data lines.

2.3.4      You shall not generate, store, install, dispose of or otherwise handle any hazardous materials in the Space, or in or around the Building, in any manner contrary to any applicable law.  You shall be liable for the costs of any removal, clean-up and/or remediation of any hazardous materials released by you or your Invitees.

2.3.5      You agree that the Landlord has the right, to require that you relocate to another Space in the same Building of equal or larger size and similar configuration for the remainder of the Term, provided that the Fees for such new workspace are no greater than the Fees for your current Space.

2.3.6      The Landlord or its authorized representatives may enter the Space at any time and such access rights shall not give rise to any decrease or abatement of Fees. Unless there is an emergency, the Landlord will, as a matter of courtesy, try to inform you in advance when the Landlord needs access to the Space to carry out testing, repair or work other than routine inspection, cleaning and maintenance.

2.3.7      Repair work shall be done solely at the discretion of Landlord and the failure of the Landlord, for any reason, to furnish any maintenance or repairs shall not render the Landlord liable to you, constitute a constructive eviction, or give rise to a refund or abatement of Fees.

2.3.8      You shall not cause or permit any lien to be placed on the Space, the Building or the land underlying the Building.  Any such lien shall be discharged by you within 10 days of you becoming aware of such lien.

2.4 Good Care

You must take good care of and not damage, waste or make any changes to the Space or space leased or owned by the Landlord of which the Space is a part (the “Landlord Area”), or the Building.  You shall not alter, add, replace, remove or damage any furnishings, equipment or other personal property located in, on or around the Space, the Shared Facilities, the Landlord Area or the Common Areas which is not owned by you or your Invitees (“Landlord’s Personal Property”). At the end of the Term, you must deliver the Space and all Landlord’s Personal Property to the Landlord in good condition, normal wear and tear excepted. If any damage (beyond normal wear and tear) to the Space or the Landlord’s Personal property should occur while in your care, custody or control, you agree to pay reasonable repair/replacement costs and to notify the Landlord immediately upon discovery of such damage occurring, but no later than 8 hours later. You are liable for any damage caused by you or your Invitees to the Space, the Shared Facilities, the Common Areas, the Landlord’s Personal Property or the Building.

YOU DISCLAIM AND WAIVE ALL WARRANTIES WITH RESPECT TO THE LANDLORD PERSONAL PROPERTY, BOTH EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

2.5 Common Areas

If available at the Building, you may also have access to and non-exclusive use of any portions of the Building designated for common use of tenants and others (“Common Areas”), as, and to the extent, described in the House Rules.  The Common Areas may be changed, relocated, altered, eliminated or otherwise modified at any time during the Term without the consent of, or notice to Tenants.  Unless otherwise set forth in the House Rules, the right to parking is not provided under this Agreement.

2.6 Shared Facilities

If available at the Building, you may also have access to and non-exclusive use of any shared office equipment and kitchenettes (the “Shared Facilities”) located near the Space on a first-come, first-served basis as, and to the extent, described in the House Rules.  The Landlord may make changes to the Shared Facilities from time to time during the Term including, without limitation, removal of all or portions of the Shared Facilities without your consent or notice to you.

 

 

2.7 Keys and Security

2.7.1      Any keys or entry cards for the Space or the Building, which the Landlord lets you use, remain the Landlord’s property at all times. You shall not make any copies of them or allow anyone else to use them without the Landlord’s consent. Any loss of keys or entry cards must be reported to the Landlord immediately, and you must pay the cost of replacement keys or cards and or changing locks, if required by the Landlord.

2.7.2      You shall not place any additional locks or bolts of any kind upon any of the doors or windows of the Space or Building nor make any changes to existing locks or the mechanisms thereof.

2.8 Name and Address

You may only conduct business in your name. You shall not put up any signs on the doors to the Space or Building or anywhere else, which are visible from outside the Space you are using, or the Building.

2.9 Mail and Packages

Mail and packages may not be delivered to you at the Space or Building unless permitted by the House Rules.

2.10 Conduct

You acknowledge that the Landlord is and will continue to be an equal opportunity employer and that the Landlord prohibits any form of discrimination in employment, against any of its employees (whether by its employees, its tenants, including you, or others), including, on the basis of race, colour, creed, religion, age, gender, marital status, sexual orientation, national origin, or disability, or other characteristics protected by law. In recognition of this policy, you and your officers, directors, employees, shareholders, partners, agents, representatives, contractors, customers, or invitees shall be prohibited from participating in any type of harassing or abusive behaviour to employees of the Landlord or its affiliates, other tenants or invitees, verbal or physical in the Building for any reason. You further agree, upon the request of the Landlord, to cooperate with the Landlord in its efforts to enforce and maintain its equal employment opportunity, non-discrimination and anti-harassment policies. The Landlord may immediately terminate this Agreement without cost or penalty if the Tenant or any of Tenant’s staff engage in any behaviour that the Landlord deems is contrary to such policies.

2.11 Damages and Insurance

You are responsible for any damage you cause to the Space or any Landlord’s Personal Property beyond normal wear and tear. You are responsible for arranging insurance for your personal property against all risks and for your liability to and for your employees and third parties and for maintaining any specific insurance set forth in the House Rules. You have the risk of damage, loss, theft or misappropriation with respect to any of your personal property and liability to and for your employees and third parties. You agree, as a material part of the consideration to be rendered to the Landlord under this Agreement, to waive any right of recovery against the Landlord, its directors, officers and employees for any damage, loss, theft or misappropriation of your property under your control and any liability to and for your employees and third parties, including for injuries to you or your Invitees in or about the Space, and you agree to hold the Landlord exempt and harmless and defend the Landlord from and against any damage and injury to any such person or to such property, arising from your use of the Space or from your failure to keep the premises in good condition and repair as provided in this Agreement. All property in your Space is understood to be under your control.

2.12 Payment

2.12.1    Monthly Bookings may only be booked under the Offyish Billing Option and require a minimum length of one calendar month.

2.12.2    For Monthly Bookings, the initial payment will be equal to:

(1) the Setup Charge (as defined in the Space License Agreement),

(2)       (i) the Fee for the first full calendar month of the booking (if you start your booking on the first calendar day of the month), or

(ii) a pro-rated portion of the Fee for the first partial month of the booking (if you start your booking after the first calendar day of the month), and

(3) any applicable taxes.

2.12.3    In addition, Offyish is authorised to also process an additional amount equal to the Fee for a full calendar month (the “Deposit”).

2.12.4    Renewals of Monthly Bookings, if any, shall be in accordance with the Space License Agreement.

2.13 Deposit

The Deposit, if applicable, will be held by the Landlord during the Term as security for the performance by you of all of your obligations under this Agreement. The Landlord may apply any portion of the Deposit to amounts owed to the Landlord for (A) any damage to the Landlord’s Personal Property, the Space, the Landlord’s Area, the Shared Facilities, or the Building, (B) any overdue Fees and/or (C) amounts Landlord may incur for any losses or costs arising out of your default under this Agreement (including any damage or deficiency arising in connection with the relicensing of the Space), in each case solely at the discretion of the Landlord.  If, upon the expiration or earlier termination of this Agreement, you have fully complied with all terms of this Agreement and the House Rules, remitted all amounts due and payable, and surrendered the Space and all keys, access cards, building passes and all other property provided to you by the Landlord (including the Landlord’s Personal Property), the Deposit shall be returned to you within 30 days after the expiration or earlier termination of the Term, less any amounts applied as described above. The Landlord shall not be required to maintain the Deposit in a separate account. No interest will be paid on the Deposit except as may be required by law. If any portion of the Deposit is so used or applied by the Landlord during the Term, then within 5 days after the Landlord gives written notice to you, you shall deposit to the Landlord the amount sufficient to restore the Deposit to the original amount.  Failure to do so will constitute a default under this Agreement.

2.14 Cancellation

2.14.1    The Tenant shall provide the Landlord with a minimum of 15 days notice before the scheduled booking starts of its notice of cancellation.

2.14.2    The Tenant shall forfeit its Monthly Charge for the property, unless the Landlord is able to obtain a suitable alternative Tenant during the time period booked by the Tenant, then the Tenant shall only be liable for the pro-rata duration that the property is unoccupied;

2.14.3    The Termination Notice must be sent to support@offyish.com.

2.15 Renewal

2.15.1    If an End Date is specified, the License will terminate on the End Date with no automatic renewal.

2.15.2    If no End Date is specified, Licenses shall automatically renew after the Minimum Term for an additional one-month periods unless you give the Landlord at least 15 days’ notice prior to the end of the then current Term.

2.15.3    If the Landlord opts to change the Monthly Charge upon renewal, the Landlord will provide at least 15 days’ notice. There will be no additional Setup Fee for Licenses that renew.

2.15.4    If the Landlord opts not to renew the License, the Landlord will provide at least 15 days’ notice.

2.16 Default

You shall be considered in default of this License if you fail to comply with any term of this Agreement.  Upon any default, the Landlord shall have the right without notice to terminate this Agreement, in which case you shall immediately surrender the Space and the Landlord’s Personal Property to the Landlord.  If you fail to surrender the Space and/or the Landlord’s Personal Property, the Landlord may, in compliance with applicable law and without prejudice to any other right or remedy, enter upon and take possession of the Space and the Landlord’s Personal Property and you shall be liable for all past due Fees, all Fees due for the remainder of the Term, all costs incurred by Landlord to retake possession of the Space and Landlord’s Personal Property, and other losses and damages which the Landlord may suffer as a result of Tenant’s default. In addition to the right to terminate this Agreement and collect damages, Host shall have the right to pursue any other remedy now or hereafter available at law.

2.17 Confidentiality

Both the Landlord and the Tenant agree that during the Term and thereafter, the recipient of any non-public information of the other party that is designated as confidential or proprietary, that the receiving party knew or reasonably should have known was confidential or proprietary, or that derives independent value from not being generally known to the public (“Confidential Information”), will not at any time be disclosed to any person by such recipient or used for such recipient’s own benefit or the benefit of anyone else without the prior express written consent of a corporate officer of the party that owns such Confidential Information. The parties agree that if there is a breach of this obligation by either party, the other shall have the right to request any remedy in law and/or equity including, but not limited to, appropriate injunctive relief or specific performance, as may be granted by a court of competent jurisdiction.  Notwithstanding the foregoing, Tenants accepts all risk to its intellectual property interests used in the Space, and the Landlord shall not have any liability arising from, your disclosure (whether intentional or not) of any of your Confidential Information to any third parties present in or around the Space or the Shared Facilities.

 

 

 

2.18 Indemnity

You agree to indemnify, defend and hold the Landlord and any mortgagee harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorneys’ fees, arising out of or in connection with your and your Invitees’ use of a Space, Common Areas or Shared Facilities, or any violation of applicable law, this Agreement or House Rules.

2.18.1 Disclaimer

EXCEPT AS PROVIDED HEREIN AND IN ANY HOUSE RULES, THE LANDLORD IS PROVIDING ITS SPACE TO THE TENANTS “AS IS,” AND THE LANDLORD DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SPACE, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE LANDLORD CANNOT AND DOES NOT GUARANTEE AND DOES NOT PROMISE TO TENANTS, ANY SPECIFIC RESULTS FROM USE OF THE SPACE. THE LANDLORD DOES NOT REPRESENT OR WARRANT THAT THE SPACE WILL MEET YOUR REQUIREMENTS; THAT THE SPACE MEETS APPLICABLE LEGAL STANDARDS OR IS SAFE AND SUITABLE FOR YOUR INTENDED USE.

2.18.2 Liability

IN NO EVENT WILL THE LANDLORD OR ITS DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES OR SUPPLIERS BE LIABLE TO THE TENANT OR ANY PARTY CLAIMING THROUGH THE TENANT, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, ARISING FROM THE TENANT’S USE OF THE SPACE, EVEN IF THE LANDLORD IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LANDLORD’S LIABILITY TO TENANT OR ANY PARTY CLAIMING THROUGH THE TENANT, FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID FOR THE SPACE, IN THE 12 MONTHS PRIOR TO THE INITIAL ACTION GIVING RISE TO LIABILITY. THIS IS AN AGGREGATE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT.

YOU UNDERSTAND AND AGREE THAT OFFYISH IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN LANDLORDS AND TENANTS, NOR IS OFFYISH A REAL ESTATE BROKER, AGENT OR INSURER, IN CONNECTION WITH THIS AGREEMENT. THE PARTIES SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS OFFISH FROM AND AGAINST ANY LOSS, LIABILITY, CLAIM, DEMAND, DAMAGES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, ARISING OUT OF OR IN CONNECTION WITH ANY USE OF THE SPACE, OR ANY VIOLATION OF APPLICABLE LAW, THIS AGREEMENT OR HOUSE RULES.

2.19 Suspension of Services

The Landlord may by notice suspend the provision of services (including access to the Space) for reasons of political unrest, strikes, terrorism, Acts of God or other events beyond the Landlord’s reasonable control. This Agreement shall automatically terminate if the Space is rendered unusable as a result of a fire, other casualty or a condemnation. As between Landlord and Tenant, all proceeds of any condemnation award shall belong to the Landlord and all insurance proceeds of the Landlord shall be retained by and belong to the Landlord.  The Landlord may also suspend the provision of services (including access to the Space) in the event the Space or the Building is being renovated or repaired, in which event you will be relocated to another space within the building, or if necessary, to another Building, all at the Landlord’s reasonable cost.

2.20 Sublicensing

You may not sublicense, assign, transfer any interest in this Agreement or allow any third party to use any portion of the Space, the Shared Facilities or the Common Areas.

2.21 No Lease

YOU ACKNOWLEDGE THAT THIS AGREEMENT IS NOT A LEASE OR ANY OTHER INTEREST IN REAL PROPERTY. IT IS A CONTRACTUAL ARRANGEMENT THAT CREATES A REVOCABLE LICENSE. The parties do not intend to create a lease or any other interest in real property for the benefit of Tenant through this Agreement.  The Landlord retains legal possession and control of the Space assigned to Tenant. When this Agreement expires or is earlier terminated, your license to occupy the Space shall automatically be revoked. You agree to remove your personal property and leave the Space as of the date of such expiration or termination. The Landlord is not responsible for your personal property left in the Space after expiration or termination. If you fail to remove your personal property, at the Landlord’s option, such personal property shall (a) be deemed conveyed to the Landlord and shall become the property of the Landlord, or (b) be removed from the Space by the Landlord at the Tenant’s expense.

2.22 No Broker

You represent that you have dealt with no broker in connection with this Agreement.  You agree to indemnify, defend and hold the Landlord harmless from any claims of any brokers claiming to have represented you in connection with this Agreement.

2.23 Subordination

This Agreement and any applicable House Rules are subordinate to any underlying lease, mortgage, deed of trust, ground lease or other lien now or subsequently arising upon the Space or the Building and to renewals, modifications, refinancings and extensions thereof and to any other agreements to which the Landlord’s ownership is subordinate.

2.24 Non-Solicitation

Neither the Landlord nor the Tenant nor their respective employees and agents shall knowingly solicit, recruit, hire or otherwise employ or retain the employees of the other during the Term and for 90 days following its termination or expiration without the prior written consent of the other party.  Either party may solicit or recruit generally in the media.  Either party may hire, without prior written consent, the other party’s employee who answers any advertisement or who voluntarily applies for hire without having been personally solicited or recruited by the hiring party.

2.25 Jurisdiction

This Agreement shall be interpreted and enforced in accordance with the laws of the Republic of South Africa.

 

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