1. MONTHLY LICENSE FEES. Licensee hereby agrees to pay the Monthly License Fee and all other monthly recurring fees on the first business day of each month. Additional services will be billed on an as used basis. If Licensee’s payment is not received by the fifth day of the month, Licensee may be charged a late fee of $50. Licensee will be charged $25 for each returned check.
2. SERVICES LICENSED. In addition to the services on Page 1, Licensee will be provided with certain services on an as requested basis. The fee schedule for these services is available upon request. The fee schedule will be updated from time to time. Licensee will be obligated to pay for the recurring services listed on the first day of the next calendar month. Licensee agrees to pay all charges authorized by Licensee and its employees.
3. SECURITY DEPOSIT. Licensee shall deposit with SES prior to the Start Date, the Security Deposit set forth on page 1 of this Agreement. If at any time during the term of this Agreement (or any renewal or extension term), Licensee’s Monthly License Fee and/or other monthly recurring fees are increased, then the amount of the Security Deposit will be increased by said amount, which increase shall be payable to SES upon request.
4. RULES AND REGULATIONS. Licensee agrees to comply with all rules and regulations (hereinafter “Rules”) of the Building, a copy of which are attached to this Agreement.
5. DEFAULT. Any of the following shall constitute a default under this Agreement if: (i) the failure to pay any amount payable hereunder on the designated payment date; (ii) the failure to abide by, or to cause your employees, agents or invitees to abide by, the Rules of the Building (iii) the failure to otherwise comply with the terms of this Agreement. Any default under section (i) above shall terminate this Agreement if such payment is not made within 3 days of Licensee receiving written notice of such default. Licensee shall been entitled to 10 days upon receiving written notice of any default under sections (ii) or (iii) above unless the default cannot be corrected, in which event no notice period will apply. SES has the right to terminate this Agreement early: (1) if Licensee fails to correct a default within the applicable cure period or if the default cannot be corrected; (2) if Licensee is found to be in default under this Agreement three or more times in any calendar year, in which case no cure period shall apply; or (3) if Licensee uses the Center for any illegal operations or purposes. If this Agreement is terminated due to Licensee’s default, Licensee will remain liable for the Monthly License Fee which would have been payable for the remainder of the term had this Agreement not been terminated. Licensee agrees that SES may cease to provide any and all services.
6. LIMITATION OF LIABILITY. Licensee acknowledges that due to the imperfect nature of verbal, written and electronic communications, neither SES nor any of their respective officers, directors, employees, shareholders, members, partners, agents or representatives shall be responsible for damages, direct or consequential, that may result from the failure of SES to furnish any service, including but not limited to the service of conveying messages, communications (including but not limited to telephone and internet service) or any other utility or services. Licensee agrees that SES shall not be responsible for any damages, direct or consequential, resulting from any error or omission in providing, any failure to provide or any delay in providing, any computer or information technology services. Licensee’s sole remedy and SES’s sole obligation for any failure to render any service, any error or omission, or any delay or interruption of any service, is limited to an adjustment to your bill in an amount equal to the charge for such service for the period during which the failure, delay or interruption continues. WITH THE SOLE EXCEPTION OF THE REMEDY DESCRIBED ABOVE, LICENSEE EXPRESSLY AND SPECIFICALLY AGREE TO WAIVE, AND AGREE NOT TO MAKE, ANY CLAIM FOR DAMAGES, DIRECT OR CONSEQUENTIAL, INCLUDING, WITHOUT LIMITATION, LOST BUSINESS OR PROFITS (WHETHER IN AN ACTION IN CONTRACT, WARRANTY, TORT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, OR STRICT LIABILITY, EVEN IF SES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES), ARISING FROM ANY FAILURE TO FURNISH ANY SERVICE, ANY ERROR OR OMISSION WITH RESPECT THERETO, OR ANY DELAY OR INTERRUPTION OF SERVICES. WITH REGARD TO ANY SERVICES PROVIDED BY SES, SES DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ADDITIONALLY, SES MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE AVAILABILITY OF PARKING AT THE CENTER.
7. RENEWAL/ NOTICE REQUIREMENT. Unless otherwise terminated, this Agreement will automatically renew on a continuing basis for the same period of time as the initial term at SES’s then current list price for the services. If Licensee does not want to renew this Agreement, Licensee must provide SES written notice of Licensee’s desire to terminate the Agreement. Such termination notice must be in writing and given to SES no later than 60 days prior to the termination of this Agreement and must be given on or before the first day of the calendar month. Notices given after will be applied to the following month. Notwithstanding the foregoing, SES may terminate this Agreement after the expiration of the initial term for any reason upon 30 days written notice to Licensee.
8. RETAINED EMPLOYMENT/ SOLICITING CLIENTS. Licensee acknowledges that if Licensee hires anyone employed by SES, a five thousand dollar ($5,000.00) fee will be paid to SES upon termination of such employee(s). Licensee agrees not to solicit or cause any other clients of the Center to relocate outside the Center.
9. NOTICES. All notices must be in writing and may be given by regular US postal mail or hand delivered. Notices to SES, to be effective, must be sent to SES’s address of the Center listed on the first page of this Agreement. Notices to Licensee may be sent to Licensee at the office address listed on the first page of this Agreement.
10. MISCELLANEOUS. Licensee may not assign this Agreement without SES’s prior written consent, which consent will not be unreasonably withheld. No assignment shall release Licensee from Licensee’s liability under this Agreement. This Agreement is the entire agreement between Licensee and SES. It supersedes all prior agreements. This Agreement may not be modified, except in writing signed by both parties. If more than one party signs this Agreement as Licensee, the obligations of such parties shall be joint and several. The terms of this Agreement are confidential. Licensee may not disclose the terms of this Agreement to a third party without SES’s consent, unless in connection with legal proceedings or unless required to do so by law or an official authority. Disclosure of the terms of this Agreement to another Licensee or a third party without SES’s written approval may result in the immediate termination of this Agreement.
Licensee acknowledges having received, reviewed and understood the above agreement and attached fee schedule and rules and regulation. Licensee agrees to comply with those terms and obligations as set out in them.
