Membership Agreement

USING FORGE FACILITIES

1. We are Elevate Properties, LLC, hereafter referred to as “we”, “our”, or as “Forge”. These are our Terms of Business (the “Terms”). The Terms apply to your use of our products, services, and co-working and co-storage spaces, and also apply to (and are incorporated into) the Service Agreement which you, the client, may have entered into electronically through one of our online sign-up platforms (which we refer to simply as your Agreement). Your Agreement contains all the terms we have agreed to, including these Terms, and supersedes any previous agreement you may have with us for the same services. To the extent that you book rooms, desks, or other resources on an hourly basis (a “Booking”), you also agree to be bound by the Terms and Conditions applicable to such Bookings, as those Terms and Conditions may be updated from time to time.

STANDARD SERVICES INCLUDED IN YOUR STANDARD FEE

2. Furnished Office Accommodation. We are to provide the number of serviced (and furnished, if applicable) accommodations for which you have agreed to pay in the Forge Facility stated in your Agreement, or that you selected during your sign-up process (also referred to in this Agreement as “Accommodation(s)”). Your Agreement lists the Accommodations we have initially allocated for your use. Occasionally, we may need to allocate different accommodations, but these will be of equivalent size and function and we will attempt to obtain your approval with respect to such different accommodations in advance. Notwithstanding the forgoing, private office suites will generally not be furnished with any accommodations and are required to be self-furnished by you.

2.1 Additional Amenities and Resources. As a Forge Member you may also be provided access to additional amenities such as a kitchen, break area, fridge, conference rooms, call booths, etc. where and when available, provided that waivers or other additional terms and conditions are agreed to, as applicable. These amenities are provided at the sole discretion of Forge and may be altered or canceled at any time without notice. 

2.2 Additional Paid Amenities. Premium amenities such as access to a golf simulator or event discounts may also be available to be added to your membership for an additional fee, at the discretion of Forge and as agreed upon between you and Forge.

3. Office and Professional Services. We or other providers may offer you additional services outside of those detailed in these Terms. Any such additional services shall be described, and associated terms and conditions agreed to, in one or more separate services agreement. You understand and agree that Forge does not warrant, and explicitly disclaims any liability for, any such additional services unless Forge is the stated services provider in the separate services agreement.

4. Forge Network. Included in your Accommodations is access to the Internet via our Forge network. You must comply with any copyright notices, license terms or other notices appearing on screen or as part of any material on the Internet or our network. You must not copy, use or exploit such software or other material in any way, unless we have explicitly given you permission to do so. You must strictly comply with the terms of any permission that we give. We do not make any representations as to the security of the Forge network (or the Internet) or of any information that you place on it. You should adopt whatever security measures (such as encryption) you believe are appropriate to your circumstances. We cannot guarantee that a particular degree of availability will be attained in connection with your use of the Forge network. You hereby warrant to us that your use of the Forge network will not infringe the rights of any third party. We do not warrant that the internet access provided via the Forge network will be uninterrupted or error free.

USING THE ACCOMMODATION

5. On Moving In. 

5.1. Office: You will be asked to sign an inventory of all Accommodation(s), including furniture and equipment, you are permitted to use, together with a note of its condition, and details of the keys, entry cards, or other access credentials issued to you. You may at any time have as many employees working in your Accommodation(s) as there are allowable workstations. This number is noted in your Agreement. If at any time you exceed the number of employees allowed, those employees will pay the hourly or daily rate for additional accommodations. This fee will be in addition to the monthly supplemental fee and Hotdesk fee.

5.2. Storage: You will be asked to sign an inventory of the condition of your space, prior to move in. This will include noting the condition of the floor and the security fencing, locks, and gate surrounding your designated area. Drilling, screws, or other fasteners in the floor are not permitted.

5.3 Pallet Storage: You will have the option to store goods and materials on pallet shelving provided by Forge. Any pallet spaces, defined as 4’x4.5’x5’ space, will be charged at a rate of $50/space for 30 days. Forge will be responsible for placing and lowering any goods, only available during business hours, and will provide a forklift and forklift driver for such service. Note that any pallet storage spot can be occupied by different goods over the 30 day period. In other words, multiple pallets can be moved in and out of a given spot. If the goods occupying the space are still in the pallet shelving upon completion of the 30 days then that space will renew at the same rate for another 30 days.

6. The Nature Of Your Business. 

6.1. Office and Coworking: You must only use the Accommodation for office purposes, and only for the business stated in your Agreement or subsequently agreed to by us. Office/Accommodation use of a “retail” nature, involving frequent visits by members of the public, is not permitted. You must not carry on a business which competes with our business of providing serviced office, shared warehouse, or other coworking accommodations. You must not use the name Forge or any of its associated companies in any way in connection with your business function.

6.2. Storage: You must only use the accommodation for storage or light assembly purposes, and only for the business stated in your Agreement or subsequently agreed to by us. Be courteous and considerate of fellow members of the space, taking care to avoid excessive noise or other disruption. Use of a “retail” nature, as described in the preceding paragraph of this Section, is prohibited. Storage of hazardous or dangerous material is not allowed. Forge reserves the right to enforce removal of any supplies, materials, or other items that can result in a danger to other clients, employees of Forge, or to the building itself. Forge also reserves the right to dictate what actions or business activities can be performed within the storage space. Generally speaking, manufacturing, building, tool use, painting, etc. is not permitted in the storage space. If you have any questions regarding approval of your respective business activity, contact the local Building Manager of the space. Forge reserves the right to alter these policies at any time and in our sole discretion..

7. Your Name And Address. You may only conduct business in a name that is properly registered with the State of Utah. At your request and cost we will include that name in the house directory at the Forge Facility, where and when available. You may not put up any signs on the doors to your Accommodation or anywhere else which is visible from outside the Accommodation you are using. You may use the Forge Facility address as your business address. If you use the Forge Facility address as your registered business address, you must have a third-party registered as your agent for service of process.

8. Taking Care Of Our Property. You must take good care of all parts of the Forge Facility, its equipment, fittings and furnishings which you use. You must not alter any part of it. You are liable for any damage caused by you or those in the Forge Facility with your permission or at your invitation. If you receive access to the warehouse section you are required to use follow all standard safety measures.. This includes extreme caution if and when you bring a vehicle into the warehouse. You also acknowledge that upon bringing in a vehicle, you assume and maintain all liability associated with that vehicle, as well as any damage that may be caused by said vehicle. You also release and will hold harmless Forge from any liability associated with damage to or by your vehicle.

8.1. NO PETS. Except for service animals or approved support animals for persons with disabilities, no pets are allowed (even temporarily) anywhere in or about the Forge property without prior written authorization. Care and feeding of stray or unauthorized animals or pets is prohibited. If you violate this no pets policy you will be charged a fee of no less than $200 per incident, in addition to all costs pertaining to damage, de-fleaing, deodorizing, and/or carpet shampooing to protect future residents from possible health hazards.

9. Office Furniture And Equipment. You must not install any furniture or office equipment, cabling, IT or telecom connections without our consent, which we may refuse in our sole discretion.

10. Keys And Security. Any keys or entry cards which we let you use remain our property at all times. You must not make any copies of them or allow anyone else to use them without our consent. Any loss must be reported to us immediately and you must pay the cost of replacement keys or cards and / or changing locks, if required. If you are permitted to use the Forge Facility outside normal working hours it is your responsibility to lock the doors to your Accommodation and to the Forge Facility when you leave. Additional access codes or keys are available upon request, for an additional fee. If you are found to be facilitating consistent access to unregistered associates, employees, and/or any other individual, you will be responsible for associated access and service fees, as incurred. Consistent access is defined as accessing the space and utilizing any Forge Facility services for more than 10 days in a given month. All common areas and warehouse spaces are secured with 24/7 video monitoring. Exterior entrances and general property are also secured with 24/7 video monitoring. You consent to and accept said video monitoring as described.

11. Comply With The Law. You must comply with all relevant laws and regulations in the conduct of your business. Illegal activity is prohibited. You must not do anything that may interfere with the use of the Forge Facility by us or by others, cause any nuisance or annoyance, increase the insurance premiums we have to pay or cause loss or damage to us or to the owner of any interest in the building which contains the Forge Facility. You acknowledge that (a) the terms of the foregoing sentence are a material inducement to us for the execution of your Agreement and (b) any violation by you of the foregoing sentence shall constitute a material default by you hereunder, entitling us to terminate your Agreement. Theft within the space is not tolerated and will result in all legal and criminal penalties in accordance with local, state, and federal law.

12. Comply With House Rules. You must comply with any house rules which we impose generally on users of the Forge Facility whether for reasons of health and safety, fire precautions or otherwise.

13. Insurance. It is your responsibility to arrange insurance for your own property which you bring into the Forge Facility and for your own liability to your employees and to third parties.

PROVIDING THE SERVICES

14. Access To Your Accommodation. We may enter your accommodation at any time. However, unless there is an emergency we will as a matter of courtesy try to inform you in advance when we need access to carry out testing, repair or works other than routine inspection, cleaning and maintenance. We will also respect security procedures to protect the confidentiality of your business.

15. At The Start Of Your Agreement. If for any reason we cannot provide the Accommodation(s) stated in your Agreement by the date when your Agreement is due to start we have no liability to you for any loss or damages, but you may cancel the Agreement without penalty. We will not charge you the standard fee for Accommodations you cannot use until they become available.

16. Suspension Of Services. We may by notice suspend the provision of services (including access to the Forge Facility) for reasons of political unrest, strikes, or other events beyond our reasonable control, in which event payment of the standard fee will also be suspended for the same period.

17. Our Liability. We are not liable for any loss as a result of our failure to provide a service as a result of mechanical breakdown, strike, delay, failure of team, termination of our interest in the building containing the Forge Facility or otherwise unless we do so deliberately or are grossly negligent. We are also not liable for any failure until you have informed us about it in writing and given us a reasonable time to remedy the failure, which in no event shall be less than 30 days. In addition, you release Forge from any liability arising out of or incurred in connection with any mail or packages delivered to the Forge Facility. You agree (a) that we will not have any liability for any loss, damage or claim which arises as a result of, or in connection with, your Agreement and/or your use of related services except to the extent that such loss, damage, expense or claim is directly attributable to our deliberate act or our gross negligence (our liability); and (b) that our liability will be subject to the limits set out in the next paragraph. We will not in any circumstances have any liability for loss of business, loss of profits, loss of anticipated savings, loss of or damage to data, third party claims or any consequential loss. We strongly advise you to insure against all such potential loss, damage, expense, or liability.

You expressly agree to the following limitations on liability: (a) a maximum of $250,000 (for any one event or series of connected events) for damage to your personal property; and (b) a maximum of 125% of the total fees paid under your Agreement up to the date on which the claim in question arises or $50,000 (whichever is less, for all other losses, damages, expenses, or claims.

YOUR AGREEMENT

18. The Nature Of Your Agreement. You acknowledge that your Agreement creates no tenancy interest, leasehold estate or other real property interest in your favor with respect to the Accommodation. The whole of the Forge Facility remains our property and in our possession and control. You are granted only a revocable license to access and use the Forge Facility. The Agreement is personal to you and cannot be transferred to anyone else. We may transfer the benefit of your Agreement and our obligations under it at any time.

19. Duration. Your Agreement lasts for the period stated in it and will then automatically be extended for successive periods equal to the current term or for three months, whichever is greater, until properly terminated by you or by us. All periods shall run to the last day of the month in which they would otherwise expire. The fees on any renewal will be the market price listed on the front of your Agreement. In all other respects your Agreement will renew on the same terms and conditions.

20. Bringing Your Agreement To An End. Either of us can terminate your Agreement at the end date stated in it, or at the end of any extension or renewal period, by giving at least three months written notice to the other. However, if your Agreement, extension or renewal is for three months or less and one of us wishes to terminate it, the notice period is one month.

21. Ending Your Agreement Immediately. We may terminate your Agreement immediately by giving you notice if: (a) you become insolvent, go into liquidation or become unable to pay your debts as they fall due; or (b) you are in breach of one of your obligations and you fail to cure within fourteen days of being notified. If we terminate Your Agreement for any of these reasons it does not relieve you of any then-outstanding obligations you may have and you must: (x) pay for additional services you have used; (y) pay the standard fee for the remainder of the period for which your Agreement would have lasted had we not terminated it, or for a further period of three months, whichever is less; and (z) indemnify us against all costs and losses we incur as a result of the termination.

22. If The Business Center Is Not Available. In the unlikely event that we are no longer able to provide the services and Accommodation at the Forge Facility stated in your Agreement then your Agreement will end and you will only be required to pay standard fees up to the date it ends and for the additional services you have used. We will try to find suitable alternative accommodation for you at another Forge Facility.

23. When Your Agreement Ends. Upon your departure or if you, at your option, choose to relocate to a different accommodation within the Forge Facility a flat fee of $100.00 per workstation/seat will be assessed to cover the routine cost of common area maintenance and repainting and redecorating the Accommodation to return it to its original condition. We reserve the right to charge additional reasonable fees for any repairs needed above and beyond normal wear and tear. If you leave any of your own property in the Forge Facility we may dispose of it in any way we choose and without any obligation to notify you, return such property to you, or remit to you any proceeds of a sale of such property. In order to transition your mail and telephone calls from the Forge Facility, you will be automatically entered into a Virtual Office (“VO”) Agreement with us on our standard terms at the time for 3 months. Current contract terns and pricing can be obtained online or through your Forge General Manager. If you continue to use the accommodation after your Agreement has ended: (a) you are responsible for any loss, claim or liability we incur as a result of your failure to vacate on time; and (b) we may, at our discretion, permit you an extension subject to a surcharge on the standard fee.

24. Employees. While your Agreement is in force and for a period of six months after it ends, you must not solicit or offer employment to any of our current employees or anyone who has left our employment in the last 3 months. If you do, we estimate our loss at the equivalent of one year’s salary for each of the employees concerned and you must pay us damages equal to that amount.

25. Notices. All formal notices must be in writing. You are responsible to keep an updated address of record at the Forge Facility.

26. Confidentiality. The terms of your Agreement are confidential. Neither of us may disclose them without the other’s consent unless required to do so by law or an official authority. This obligation continues after your Agreement ends.

27. Indemnities. You must indemnify us in respect of all liability, claims, damages, loss and expenses which may arise (except to the extent caused by our gross negligence or willful misconduct): (a) If someone dies or is injured while in the accommodation you are using; (b) From a third party with respect to your use of the Forge Facility and related services; and/or (c) If you do not comply with the terms of your Agreement. You must also pay any cost, including reasonable legal fees, which we incur in enforcing your Agreement.

28. Data Protection. You agree that we may process, disclose or transfer any personal data you provide to us, provided that in doing so we take such steps as we consider reasonable to ensure that it is used only to fulfill our obligations under these Terms and your Agreement; for work assessment and fraud prevention; or to make available information about new or beneficial products and services offered by us and other organizations which we think may be of interest to you.

29. Applicable Law. Your Agreement is interpreted and enforced in accordance with the laws of the state in which the Forge Facility in question is located. We both accept the exclusive jurisdiction of the courts of such jurisdiction where the center is located.

FEES

In the following paragraphs any references to “fees” alone means all of the fees for all of the services for which you have agreed to receive and pay for.

30. Standard Services. Fees, charges, and applicable taxes, as detailed in your Agreement, in accordance with our published rates which may change from time to time, are invoiced in advance and in full on the 1st day (or such other day as we designate) of each month. No refund will be given for months of less than 30 days nor will any additional charge be levied for months of more than 30 days. For a period of less than a month, the applicable fee will be applied on a daily basis. You agree to pay promptly all (i) sales, use, excise and any other taxes, surcharges or license fees which you are required to pay to any governmental authority (and, at our request, will provide to use evidence of such payment), and (ii) any taxes paid by us attributable to your Accommodation, including, without limitation, any gross receipts, rent and occupancy taxes, surcharge fees or tangible personal property taxes. If you agree to participate in our Direct Debit Program, payment of fixed and variable charges will be made automatically through this mechanism. If you provided a method of payment during the sign-up process, you agree to: (a) allow us to automatically, and on a recurring basis, charge that payment method at the intervals indicated during checkout; and (b) maintain a valid method of payment on file in your online account so that such automatic and recurring charges will not be rejected or refused until this Agreement is terminated.

31. Pay-as-you-use Services. Fees for pay-as-you-use services, plus applicable taxes, in accordance with our published rates which may change from time to time, are invoiced in arrears on or around the 10th of the month and are due and payable on the 1st day (or such other day as we designate) of the month following the calendar month in which the services were provided.

32. Late Payment. If you do not pay fees when due, a service fee of $25.00 plus 5% of the amount of unpaid fees will be charged on all overdue balances under $1,000.00, and a fee of $50.00 plus 5% of the amount of unpaid fees will be charged on all overdue balances of $1,000.00 or greater. If you dispute a part of any invoice you must pay the amount not in dispute by the due date or be subject to late fees. The amount of interest and fees we charge will be the lesser of the amounts stated, or the State’s legally enforceable maximum, whichever is the lesser. In the case of U.S. Government Contracts, the amount of interest and fees we charge will be lesser of the amounts stated or those set by the Secretary of the Treasury and implemented by the Prompt Payment Act.

33. Insufficient Check Fees. You will pay a fee of $25.00 or the maximum amount permitted by law for the return of any payment for insufficient funds.

34. Subordination. Your Agreement is subordinate to our lease with our landlord and to any other Agreements to which our lease with our landlord is subordinate.

35. Annual Increase. We will increase your current standard service fee on each and any annual anniversary of the start date of your Agreement by 4% or the CPI, whichever is greater, or such other broadly equivalent index which we substitute, over the previous year. This will only apply to agreements that have an original start and end date constituting more than a 12 month term. Renewals do not fall under this category and will be reviewed as per clause 19 above.