Knotel, Inc. Customer Terms
Brazil General Terms
GENERAL TERMS AND CONDITIONS TO THE SUBLEASE AND SERVICES AND OTHER COVENANTS AGREEMENT
These General Terms and Conditions to the Sublease and Services and Other Covenants Agreement (the "General Terms") describe your rights and obligations in connection with your receipt and use of the Services (defined below) and are to be read in conjunction with the Order Form you signed on the commencement of your Membership (the "Order Form").
For ease of understanding, these General Terms are divided in three different sections: (i) Chapter I that encompasses provisions that only relates to the Services; (ii) Chapter II that encompasses provisions that only relates to the Sublease; and (iii) Chapter III that encompasses provisions that relates both to Services and Sublease.
These General Terms shall be effective as of the earlier of (i) the effective date noted in your Order Form, and (ii) the date on which you begin using the Services or otherwise use the Premises. Terms used but not defined herein shall have the meanings ascribed to them in the applicable Order Form, and references herein to "General Terms" shall be deemed to include your Order Form and, if applicable, any Additional Services Agreement.
Please read these General Terms carefully, as they affect your legal rights. If you have any questions about these General Terms, please contact us at email@example.com. By using the Services, you are agreeing to abide by and be bound by these General Terms.
As used in these General Terms:
"Knotel" means the location in which the Premises is located (referred to herein as your "Knotel").
"Knotel Space Ops Manager" means a Knotel's employee or contractor assigned by Knotel to supervise and daily manage your Knotel.
"Member" means you who (i) use Services provided to you by the Host, and (ii) sublease of the Knotel, and references to "Membership" means a member's right to use the Services and the Sublease.
"Services" means: (i) the services described in Section 4 of the Order Form, and (ii) the services described in Section 2 of the General Terms. Also, when made available by Host: (i) Host community events, salons and meet-ups, (ii) Host member discounts and privileges to preferred Knotel vendors and partners, (iii) access to other Host locations world-wide, and (iv) certain other related services and features we provide to our members generally from similar Knotels. For the avoidance of doubt, "Services" do not include, and we are not involved in or liable for, the provision of products or services by third parties ("Third Party Services") that you may elect to purchase in connection with your membership, such as group health insurance, food delivery, telephone and fax, gym memberships or payroll services.
- "you," "your" and similar words in these General Terms mean the entity mentioned in Section 1 of the Order Form and agreeing to be bound by these General Terms, and shall include your employees, consultants and other personnel who use your Premises on an ongoing basis (your "personnel"). If you are entering into these General Terms on behalf of an entity, you represent and warrant that you have all necessary right, authority and consent to bind such entity to these General Terms.
- "we," or "us" and similar words in these General Terms means the Host. We reserve the right to change the legal entity that charges you for, and/or provides, the Services, and such entity may depend on, among other things, the location of the Knotel in which your Premises is located.
CHAPTER I - SERVICES
1.1. Host's Obligations. Host has the following obligations during the Term:
a. Host will provide the Services according to Host's worldwide services level standards.
b. Basic office services, as generally provided to our members, are included as part of your Service Fee and thus are provided for no additional cost. Basic Services include daily cleaning services, electricity for normal office use, internet access as specified in your Order Form, heating and air conditioning (as applicable) during Business Hours, water, pantry access/amenities such as tea and coffee, basic kitchen and bathroom supplies, and any other services indicated in Section 4 of the Order Form ("Basic Services"). For avoidance of doubt and unless otherwise provided in the Order Form or in an Additional Services Agreement, Basic Services do not include computer or Building Fees, and unless stated otherwise, do not include printer, copier, phone line access,. If you would like additional office services, or to increase the scope of your Basic Services please communicate your request to your Knotel Space Ops Manager.
c. Additional services and/or improvements as described in the Order Form or as may otherwise be agreed-to between you and us ("Additional Services") shall be provided in the manner, and for the additional costs (if any), indicated in the Order Form or in a separate agreement governing such Additional Services (the "Additional Services Agreement"), which such Additional Services Agreement, and any additional terms governing such Additional Services, shall be integrated into these General Terms. Unless otherwise indicated in the Order Form or in an Additional Services Agreement, any Additional Services shall be performed or facilitated by us.
1.2. Service Fee. Unless otherwise set forth in your Order Form or in an Additional Services Agreement, the Service Fee and, to the extent applicable, any additional payment obligations related to the Additional Services shall be paid in advance, on the fifth day of each month during the Term (the "Payment Date"), with such payments to be made by payment slip system (boleto), provided by Host within no less than 10 days in advance of Payment Date, to the Billing Contact.
1.2.1. Service Fees and additional payment obligations related to Additional Services will be annually adjusted by the positive variation of the inflation index IGP-M/FGV, or a similar one that may replace it.
1.2.2. Service Fees and additional payment obligations related to Additional Services that are not paid by the applicable Payment Date will be subject to late charges and accruing finance fees at the highest rate allowed by law or 1% interest per month and a 10% default fine, whichever is lower. You are responsible for the payment of the Payments in exchange for rendered Services regardless of Service outcome or any disputes relating to the provision of Services.
1.2.3. Should Member fails to timely pay the Services Fees for more than thirty (30) days, or delays the payment of the Services Fees for three (3) subsequent months, we reserve ourselves the right to cut provision of the Services, without this being considered a breach of any obligations assumed by us hereunder, and without restringing our rights to take any measures pursuant hereto and/or to Law in order to charge the outstanding debts.
1.3. Events. If you would like to Host a gathering, workshop, office hours, salon or other gathering that is open to anyone other than your personnel, or otherwise in which food or alcohol will be served by a third party vendor at a Knotel (each, an "Event"), you must first obtain our written consent. All requests related to Host Events must be submitted in writing to your Knotel Space Ops Manager at least 10 business days prior to such Event. Such request must contain a short description of the Event, prospective number of attendees, nature of food and drink service, and vendor contact information. In response, we may require further information. You are responsible for obtaining a liquor license in connection with any approved Events where alcohol is being served. Note that your request will be subject to underlying building and lease restrictions, fire code specifications, and insurance requirements. Notwithstanding the foregoing, we reserve the right to withhold consent for any Event, and any guests shall be subject to the Knotel Events Policy and Guest Policy.
1.4. Mail. Any mail or packages sent to you must reflect the floor number on which your Premises is located. While we may accept mail and deliveries on your behalf, we shall not be responsible for the safeguarding or handling of any mail. We have no obligation to store such mail or packages for more than 30 days of our receipt or if we receive mail or packages after termination of your membership. We have no obligation to accept bulk or oversized mail or packages. Receipt of mail and packages is subject to any security protocols and procedures in place in the building where your Premises is located.
1.5. Our Right to Enter. For the avoidance of doubt, we shall at all times have a right to enter your Premises in connection with the Services. In addition, we may also enter your Premises at reasonable times and, to the extent possible, with reasonable at least twenty-four (24) hours prior notice, to inspect your Premises or to perform any work we deem either necessary or desirable, including with respect to Improvements, or to show the Premises to prospective members.
1.6. Changes to the Services or these General Terms. The availability and scope of the Services, as well as the availability and scope of any benefits we may offer in relation to Third Party Services, are subject to change from time to time in our sole discretion. Without limiting the generality of the foregoing, you acknowledge that your Knotel, and the Services we may offer at any of the other Knotels, are also subject to change from time to time, though such changes shall not have a materially adverse effect on the level of Service as provided in your Order Form. From time to time, we may also make modifications, deletions or additions to these General Terms and will provide you with notice of changes to these General Terms or to Services, by emailing the last email address provided by you. Most changes will be effective immediately upon notice, except that changes with respect to Payments will be effective upon your next billing cycle. Receipt of Services following notice of any such changes with respect to Payments, and through the next Payment Date, constitutes your agreement to such changes.
CHAPTER II – PROPERTY SUBLEASE
2.1. Sublease Agreement. By this private agreement and pursuant to law, Host hereby subleases to you, and you accept to sublease from Host, the Premises. Host represents and acknowledges, to have peaceable and uncontested possession of the Premises, which is completely free and clear from any liens, encumbrances, doubts, debts, legal or conventional mortgages, or from taxes in delay. You are being vested in possession of the Premises on the date hereof, being henceforth responsible for the payment of the Sublease Fee relating to such Premises as contemplated hereunder.
2.2. Modification or Termination. You acknowledge and agree that your right to use the Premises and the Knotel is subject to the property sublease which is entered into by the Host under Section 2.1 above (the "Sublease"). In the event a termination or modification of our lease agreement with the landlord of the Premises affects our ability to provide you with the sublease, we reserve ourselves the right to terminate this Agreement or offer you a relocation to a different Knotel.
2.3. Sublease Fee. Unless otherwise set forth in your Order Form, the Sublease Fee shall be paid on the fifth day of the subsequent month during the Term (the "Sublease Date"), with such payments to be made by payment slip system (boleto), provided by Host within no less than 10 days in advance of Sublease Date, to the Billing Contact.
2.3.1. Sublease Fee will be annually adjusted by the positive variation of the inflation index IGP-M/FGV, or a similar one that may replace it.
2.3.2. Sublease Fee that are not paid by the applicable Payment Date will be subject to late charges and accruing finance fees at the highest rate allowed by law or 1% interest per month and a 10% default fine, whichever is lower.
2.3.3. In addition to the Services Fee, Member shall be responsible for the payment of all taxes, fees and ordinary condominium expenses, including IPTU, which are applicable to the Premises, pro rata, agreeing to make the payments on their respective maturities, to whoever is entitled. In case of late payment of the lease charges, only the penalties imposed by the public utility/service provider shall apply. Such amount will be charged by us and shall be paid by you jointly with the Sublease Fee.
2.4. Waiver of right to review. Given the atypical nature of this agreement, the Parties hereby acknowledge and agree to mutually waive their right to, judicially or extra judicially, claim review of the Sublease Fee hereof.
2.5. No Liens. You shall not permit any liens to be filed against the Premises for any cause or reason. If any liens are filed against the Premises, you permit us to discharge the same without your consent and seek reimbursement from you. Accordingly, we may exercise self-help to regain exclusive control of the Premises, including, without limitation, locking up the Premises. You understand and agree that no prior or subsequent court order or approval shall be necessary in connection with such self-help or lock-out.
2.6. Furniture, Fixtures, Equipment Damages. As part of your Sublease, Host will provide the Member with adequate furniture. Normal wear and tear excepted, you will be responsible for the cost of all repairs or replacements to furniture, fixtures and equipment (including workstations, pantry equipment and conference room furniture) in your Premises or otherwise used by you or your guests in a Knotel to the extent such repair or replacement is the result of damages caused by your (including any pets) or your guests' misuse, negligence or willful misconduct.
2.7. Host's Obligations related to Sublease. Host has the following obligations during the Term:
a. We will make your Premises available to you at the time and in the condition described in your Order Form. Any construction, build-outs, alterations, improvements, additions, installations or other work relating to the Premises ("Construction") described in your Order Form will be performed by or on behalf of Host. Unless specified otherwise in your Order Form, your Premises does not include additional storage spaces or access to server rooms. Any access to storage spaces or server rooms requires the supervision of an authorized Host employee. In no event shall server or HVAC rooms be used as storage spaces.
b. You will have access to your Premises and Knotel (i) during the Term on Business Days in the time zone where your Knotel is located ("Business Hours"), with the exception of days prior to or after local bank/government holidays, when Business Hours may end earlier, and (ii) outside these hours from and after the time you request in writing and provide a Key Fee. Any such access outside Business Hours may be subject to applicable fees imposed by the Building for such off-hours access, which may include fees for HVAC, elevator, electricity, and other systems servicing the Premises ("Building Fees"). Building Fees will be charged to your account as Additional Services (defined below). "Business Days" are all weekdays, except local bank/government holidays, that your building is generally open. Regular Business Hours and regular Business Days may vary by Knotel location.
c. To the extent Host makes any space generally available to its members and/or the public, you will also have access to such space, on a non-exclusive basis and on the same terms as are generally offered, subject to any rules, regulations, capacity and/or access restrictions imposed by Host for such space.
2.8. Construction. You must not perform any Construction in or about your Premises without our prior written consent which consent may be withheld in our sole and absolute discretion. In the event such consent is provided, (i) the Premises shall be deemed to include such Construction and, unless otherwise agreed to in writing by us, (ii) you shall bear the full cost of (x) any Construction (including labor, and where applicable, additional fees where unionized labor is required by the Host) and (y) in connection with the termination of the Services or (if applicable) a Relocation, the removal of such Construction, including any repairs to the Premises or the Knotel caused by the Construction.
2.9. Improvements. From time to time it may be necessary for us to make certain non-ordinary course modifications, improvements and alterations to your Premises for maintenance or other reasons ("Improvements"). We will give you at least five (5) Business Days' prior notice to any such Improvements, which shall be executed in a manner that minimizes interference with the conduct of your business. In the event of any Improvements, your Order Form shall be updated to reflect such modified Premises, which, if requested by you, and are in addition to any furnishing or Construction provided in your Order Form, shall be subject to additional fees (including for costs of labor), and the term "Premises" as used therein and herein shall be deemed to refer to such improved Premises.
2.10. Relocation. You acknowledge and agree that we have the right to relocate you to another reasonably comparable premises in your or another Knotel (a "Relocation") upon 10 Business Days' prior notice if you are occupying a shared floor, or upon thirty (30) days' prior notice if you occupy the entire floor at your Knotel, which relocation shall be executed in a manner that minimizes interference with the conduct of your business. In the event of any Relocation, your Order Form shall be updated to reflect such relocated premises and the term "Premises" as used therein and herein shall be deemed to refer to such relocated Premises.
2.11. Our Right to Enter. For the avoidance of doubt, we shall at all times have a right to enter your Premises in connection with the Services. In addition, we may also enter your Premises at reasonable times and, to the extent possible, with reasonable at least twenty-four (24) hours prior notice, to inspect your Premises or to perform any work we deem either necessary or desirable, including with respect to Improvements, or to show the Premises to prospective members.
2.12. Key Fee/Key Deposit. To the extent you have requested in writing (in the Order Form or otherwise), and paid, a Key Fee or Key Deposit, you shall receive the number of keys to the Knotel as requested. The Key Fee or Key Deposit, as applicable, shall be used to cover the cost of your initial keys and, with respect to the Key Deposit, cover replacement and lost keys as needed. If you paid a Key Deposit, upon the return of such keys, the Key Deposit (less any costs or fees incurred by us resulting from any lost or misplaced keys) shall be fully reimbursed to you in a timely manner upon the earlier of (x) the expiration of the Term and your vacating and ceasing use of the Premises and (y) your return of all keys issued in exchange for the Key Deposit. If you paid a Key Fee, however, it shall not be reimbursed.
2.13. Access Devices. Don't transfer your keycard, key or other access device or credentials to anyone else, and don't make any copies of any keys, keycards, or other means of entry to any Premises or Knotels (each, an "Access Device"). You are responsible for maintaining the security of your Access Device. You must promptly notify us if you suspect your Access Device has been compromised or if your access device has been lost. Access Devices remain our property, and you must return them immediately upon termination or expiration of your membership (or, with respect to any of your employees or service-providers who maintain an Access Device, upon their termination of services to you). You shall under no circumstances duplicate any keys or other Access Device issued by us, and any such duplication shall immediately result in your forfeiting the Key Deposit in its entirety (to the extent one was paid) and having any such Access Device privileges revoked. You may be charged a replacement fee for any lost or damaged Access Devices, including our withholding all or any portion of your Key Deposit or Refundable Retainer. Knotel reserves the right to alter or change your Access Device at any time upon reasonable notice.
2.14. Security. You and your guests may be required to present a valid, government-issued photo identification in order to gain access to any Knotel. For security purposes, we may have security cameras onsite, which may record certain areas of our Knotels, including your Premises. We will only review footage the extent necessary to investigate incidents, including turning over any such footage to applicable law enforcement authorities.
2.15. Guest Policy. You are permitted to invite guests to the Premises from time to time in reasonable proportion to the size of your team. While guests do not have access to dedicated desks, they may access Common Spaces and conference rooms in your Knotel when they are reserved for meetings with you. Guests must be accompanied by you at all times and you are responsible for the actions of your guests while they are in your Knotel (refer to the Community Guidelines for unpermitted conduct). Note that guests are not permitted to access other Knotels and you may not accept any payment or other remuneration from a guest in exchange for any guest's access to your Knotel. Notwithstanding the foregoing, you shall not be permitted to Host any "office hours," salons or other Events without our prior written consent. If you are occupying a shared floor and would like to invite a guest for a stay exceeding five (5) days, please notify your Space Ops Manager at least one (1) week in advance, but please note that you will be invoiced for an additional desk at your regular monthly desk rate. The foregoing Guest Policy is subject to any further limitations on guest access imposed by any Host.
b. Other Members. We do not control and are not responsible for the actions of other members or any third parties (including any pets). If a dispute arises between members or their invitees, guests or pets, we shall have no responsibility or obligation to participate, mediate or indemnify any party.
c. Pets. Unless otherwise specified on your Order Form, you are not permitted to bring pets into your Premises. Service animals, as defined by the Americans with Disabilities Act (ADA), are always permitted in Knotel spaces. In the event you would like to bring a service animal onto the Premises, we may request documentation or other information as reasonably required by the Host in connection with your request.
CHAPTER III – GENERAL PROVISIONS APPLICABLE TO SERVICES AND SUBLEASE
3.1. Term and Termination
3.1.1. The Term of your membership is as described in your Order Form. The Term may be terminated (such date, the "Termination Date") by us or you upon provision of the applicable notice described in your Order Form (or, if your Order Form so provides, by you upon provision of such applicable notice); provided, that, such applicable notice for termination shall not be required in the event of (i) a material breach of these General Terms (and such breach is not, or cannot be, cured), including with respect to Payments, Guest Policy (defined below) and Community Guidelines (defined below); (ii) a termination by us if you cease your business operations or become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, administration, liquidation, or assignment for the benefit of creditors; (iii) a termination by us upon your Change of Control that is not for a Valid Business Purpose; (iv) a termination by us if you continue to use the Premises or otherwise receive Services beyond the Term; (v) a termination by Member upon a prior written notice delivered within 30 days in advance to us, subject to the Penalties for Sublease mentioned in Section 3.6 of the Order Form; and (vi) a termination by us in case you are in default of the Services Fee for three (3) subsequent months.
3.1.2. For purposes of the foregoing, "Change of Control" means: (i) a sale or other transfer of all or substantially all of your assets, (ii) your acquisition by another entity by means of merger, share purchase (whether from your or from your capital stock), share exchange or other transaction or series of related transactions, or (iii) a sale by your stockholders, in one transaction or series of related transactions, of equity securities that represent, immediately prior to such transaction or transactions, a majority by voting power of your equity securities pursuant to an agreement approved by your Board of Directors (or other governing body) and entered into by you, and (b) "Valid Business Purpose," with respect to a Change of Control means (i) such transaction is conducted for a valid business purpose; (ii) the acquiring party or resulting entity will use the Premises for general office use, which use shall not be for any unlawful or unpermitted purposes; (iii) the acquiring party or resulting entity does not, directly or indirectly, engage in competitive activities with Host; (iv) the acquiring party or resulting entity has a net worth that is sufficient to meet the obligations under the Agreement; and (v) the acquiring or resulting entity agrees to be bound by the terms of this Agreement to the same extent as if it were the original party therein. _ _
3.1.3. You understand that this is a single agreement encompassing both a provision of services by Host and a sublease of Premises also by Host. This is the essence of the agreement and our business and one cannot survive without the other. In practical terms, members are not allowed to terminate only the Services nor only the Sublease.
3.1.4. In the event of a termination of the Term, on or before the Termination Date, (i) you shall vacate and cease use of the Premises and Knotel in all respects and (ii) you shall pay all pending Service Fees rendered by us as of the Termination Date.
3.1.5. You will remain liable for past due Service Fees and Sublease Fees, and we may exercise our rights to collect due payment, despite termination of the Term. Sections 3.4, 3.6, 3.7, 3.8, 3.9 and 3.11 shall survive any termination or expiration of these General Terms.
3.1.6. Once the Term expires, should you remain occupying the Premises and using the Services, this agreement shall remain valid for indeterminate term, in which case the Term may be terminated by either Party upon thirty (30) days prior notice. In any event, you will remain liable for Service Fees and Sublease Fees due until termination of the Term.
3.1.7. In any event, upon termination of this Agreement, you shall vacate the Premises and deliver such Premises to us, totally free and clear of persons and things, in good conditions, as received by you, except for normal wear and tear. You undertake not to holdover the Premises after termination hereof, and shall remain liable for any amounts expended by us by recovering possession of the Premises.
3.2. Community Guidelines; Other Members.
Community Guidelines. You acknowledge your responsibility to conduct yourself (and cause your personnel to conduct themselves) in a manner that does not disturb other occupants of the Knotel or tenants in the building in which your Knotel is located. Specifically, you and your guests shall use your Premises for general office purposes in furtherance of the business described in your Order Form (and for no other purpose) and you agree that you and your guests shall not: (i) play music or other cause other noises in the Premises to be heard outside the Premises, (ii) cause equipment in the Premises to cause vibration or noise which is transmitted beyond the Premises, (iii) cause odors or fumes beyond the Premises, (iv) cause your guests to loiter in the common areas of the Building in which your Knotel is located, (v) take any actions that are obscene, pornographic, lewd, or harassing of any other members, employees or third party services acting on behalf of Knotel, (vi) store trash or otherwise cause waste, (vii) use the Premises for the preparation of any food or beverage (except for vending machines or warming food for your own use), (viii) stay overnight in your Knotel , or (ix) otherwise act in a manner that is disruptive or unreasonable. You further agree that the Premises shall not be used by you or your guests in a "retail," "medical," or other nature involving frequent use by or visits from members of the public, or for any activities prohibited by law or for which you or your guests are not authorized (including the downloading of music, software, movies or any other activity that violates intellectual property or other laws). You acknowledge and agree that your personnel and guests understand, and agree to abide by, the foregoing terms and that you shall be strictly liable for the activities of your personnel and guests.
3.2.1. You agree to manage your personnel in a safe and healthful workplace manner. Accordingly, you agree to comply with all safety related training activities, and any sexual harassment prevention training as required by applicable law.
3.2.2. These Community Guidelines are not meant to be exhaustive, and we reserve the right to reasonably determine what conduct we consider to be a violation of these Community Guidelines or improper use of your Premises or the Services rendered to you.
To the extent you are permitted to have your signage anywhere in your Premises or anywhere inside the Knotel, the signage shall be installed and maintained by us. If you desire any update or change to the signage, you shall inform us of such desired update or change and we shall perform such service. Any such service update or change may be subject to additional fees.
a. Intellectual Property of Host. You must not directly or indirectly take, copy or use any information or intellectual property belonging to us or to other members or any of their guests, including without limitation personal names, likenesses, voices, business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property, or modified or altered versions of the same.
b. The Knotel App. We may at any time provide certain Services (e.g. reserving conference rooms) through the Knotel web and mobile application (the "Knotel App") onto your computer, tablet, mobile device or other electronic equipment. You acknowledge that your refusal to install such software may affect your ability to properly receive the Services you have purchased. Your use of the Knotel App shall be subject to the Terms of Service.
c. Mobile Phones. As a condition to your membership, we require that you provide us with a valid up-to-date mobile phone number on which you can receive text messages ("Mobile Number"). If your Mobile Number changes at any time, you must update your Member profile on www.knotel.com or through the Knotel App to reflect the same. Your Mobile Number will not be shared with any third-parties other than Twilio, Inc. (or such other service provider we engage to manage mobile communications), and will otherwise be held in strict confidence by us. By providing us your Mobile Number, you agree that we may send you text messages from time to time during the term of your membership to alert you and other Knotel members of any weather, health, safety, transportation, or other disruptions or conditions that may affect access to your Knotel or the Services. You also agree that we may also use your Mobile Number to provide certain Services to you during the term of your membership ("Mobile Services"). To the extent any such Mobile Services require additional mobile verification or agreement pursuant to applicable law, we will send you a text message containing such verification or agreement before commencing such Mobile Services.
e. Property. We are not responsible for any property you leave behind in any of our Knotels. It is your responsibility to ensure that you have retrieved all of your personal items prior to leaving. Prior to the Termination Date, you must remove all of your property from all Knotels. After providing you with reasonable notice, we will be entitled to dispose of any property remaining in any of our Knotels, and you waive any claims or demands regarding such property or our handling of such property. You will be responsible for paying any fees reasonably incurred by us regarding such removal.
3.5. Advertisements, Endorsements, Testimonials, Use of Likeness
a. Advertisements. In using the Services, you may encounter advertisements from third party and our other business partners, which may be targeted to you based on certain information you provide to us or that we collect based on your use of the Services. The types and extent of advertising are subject to change. In consideration for us granting you access to and use of the Services, you agree that we, such third party service providers and our other business partners may provide you with such advertising from time to time.
b. Endorsements and Testimonials. From time to time, we may also publish testimonials by users and members related to their experiences with the Services. These testimonials are the users' subjective opinions, and they represent individual results. We neither verify them nor claim that they are typical results that others will generally achieve. Names, locations, dates and other information may have been changed to protect the privacy of the individuals involved. All other testimonials and endorsements of any type, format or nature posted by users are not verified by us, and we make no warranty or representation as to their accuracy. You should be cautious when relying on any testimonials or endorsements, and you should assume the results described therein are not typical.
c. Photos of the Premises. From time to time we may want to photograph, video or otherwise record the various Knotels (and this may include your Premises) to support our marketing initiatives. In connection therewith, you grant us the right and permission to film, tape, record and photograph your Premises at reasonable times, and with reasonable prior notice. We agree to coordinate with you in order to account for any scheduling or privacy concerns.
d. Our Marketing Materials. In support of our marketing initiatives, including without limitation, featured Members on our website, email outreaches, and case studies showcasing transformations of our spaces, we may include your name or logo in connection therewith. For this purpose of commercial marketing, you hereby grant to us a royalty-free, non-exclusive, transferrable license to use your trademark/logo. If your name or logo is featured on any marketing collateral and you would like for it to be removed, please contact Marketing@Knotel.com and we will honor your request.
e. Photography and Filming. If you would like to film or photograph within a Knotel, or otherwise use a Knotel as a set or for any media projects, you must provide us with a written request detailing the nature and scope of the project. All such requests will be considered on a case-by-case basis, and as a condition to any filming or photography, you agree to adhere to the terms set forth in a separate agreement.
a. Your Order Form will expressly state your obligation to provide one of the following (1) Refundable Retainer, (2) Personal Guarantee or (3) Bank Guarantee and the below shall govern, as applicable.
- Refundable Retainer. You agree that you shall pay the Refundable Retainer as security for your compliance with (1) the full, prompt, and complete payment of the Sublease and Services Fee, as well as any additional amounts due under this Order Form or the General Terms through the end of the Term, and (2) the full, prompt, and complete payment of all monetary obligations of Member to Host, after the termination or expiration of the Term, by reason of Member's continued occupancy of the Premises, including the provision of Knotel's furniture. In the event you breach the applicable terms (including failure to pay any Sublease or Services Fee when timely due or early termination of the Term of your membership) or takes any other actions or omissions (including conducting any unauthorized Construction) resulting in any claims, losses, damages, payments (including legal fees), fines or penalties or other damage to us ("Damages"), we may use all or any portion of the Refundable Retainer to cure such breach or for the payment of any such Damages. If we do use all or any portion of the Refundable Retainer in respect of such Damages, you shall promptly (or no later than thirty (30) days of our notice to you) restore the Refundable Retainer to an amount equal to its original sum.
For the avoidance of doubt, you may be held liable (and do hereby authorize us to charge you) for the repair cost for all Damages to any Knotel and items therein caused by you, your personnel, your guests or, where permitted, pets. Provided you have made all required payments of Sublease Fee and/or Services Fee in accordance with these General Terms, there are no deductions pursuant to this paragraph and you have vacated the Premises in good condition with all furniture and fixtures in place, you will receive a full reimbursement of the Refundable Retainer, readjusted by savings account index, in a timely manner upon expiration of the Term. We will not be required to keep the Refundable Retainer separate from our general accounts and shall have no obligation or liability for payment of interest on the General Retainer. Nothing contained in these General Terms shall be considered to limit or preclude the recovery by us from you of the maximum amount allowed to be obtained as damages or otherwise by any applicable law.
- Personal Guarantee. Guarantor unconditionally and absolutely guarantees to Host the following obligations: (1) the full, prompt, and complete payment of the Sublease and Services Fee, as well as any additional amounts due under this Order Form or the General Terms through the end of the Term, and (2) the full, prompt, and complete payment of all monetary obligations of Member to Host, after the termination or expiration of the Term, by reason of Member's continued occupancy of the Premises. In the event Member breaches the applicable terms (including failure to pay any Sublease or Services Fee when timely due or early termination of the Term of your membership) or takes any other actions or omissions (including conducting any unauthorized Construction) resulting in any claims, losses, damages, payments (including legal fees), fines or penalties or other damage to us ("Damages"), we may charge all or any portion of the amounts due directly from Guarantor. Guarantor hereby expressly waives the benefit of order and the benefit of foreclosure provided, respectively, in Articles 827 and 839 of the Brazilian Civil Code; the Guarantor assumes jointly with Member the obligations assumed under this agreement.
For the avoidance of doubt, Guarantor may be held liable (and do hereby authorize us to charge) for the repair cost for all Damages to any Knotel and items therein caused by you, your personnel, your guests or, where permitted, pets. Provided you have made all required payments of Sublease Fee and/or Services Fee in accordance with these General Terms, there are no deductions pursuant to this paragraph and you have vacated the Premises in good condition with all furniture and fixtures in place, Guarantor will receive a full release of the personal guarantee granted hereunder. Nothing contained in these General Terms shall be considered to limit or preclude the recovery by us from you of the maximum amount allowed to be obtained as damages or otherwise by any applicable law.
- Bank Guarantee. To guarantee (1) the full, prompt, and complete payment of the Sublease and Services Fee and any additional amounts due under this Order Form or the General Terms through the end of the Term, and (2) the full, prompt, and complete payment of all monetary obligations of Member to Host, after the termination or expiration of the Term, by reason of Member's continued occupancy of the Premises, member shall hire a bank letter of guarantee with a first-rate bank, within thirty (30) days counted as from signing, which shall remain valid for the period of twelve (12) months, and shall encompass all the amounts due by Member under this agreement. Such bank letter shall be annually renewed, prior to its termination, as long as you remain using the Knotel. In the event Member breaches the applicable terms (including failure to pay any Sublease or Services Fee when timely due or early termination of the Term of your membership) or takes any other actions or omissions (including conducting any unauthorized Construction) resulting in any claims, losses, damages, payments (including legal fees), fines or penalties or other damage to us ("Damages"), we may charge all or any portion of the amounts due directly from the guarantor. Pursuant to the bank letter, guarantor shall expressly waive the benefit of order and the benefit of foreclosure provided, respectively, in Articles 827 and 839 of the Brazilian Civil Code; the Guarantor assumes jointly with Member the obligations assumed under this agreement.
For the avoidance of doubt, the guarantor may be held liable for the repair cost for all Damages to any Knotel and items therein caused by you, your personnel, your guests or, where permitted, pets. Provided you have made all required payments of Sublease Fee and/or Services Fee in accordance with these General Terms, there are no deductions pursuant to this paragraph and you have vacated the Premises in good condition with all furniture and fixtures in place, we will return to you the letter of bank guarantee. Nothing contained in these General Terms shall be considered to limit or preclude the recovery by us from you of the maximum amount allowed to be obtained as damages or otherwise by any applicable law.
3.6. Limitations of Liability; Insurance
a. Waiver and Release. To the fullest extent permitted by law, you, on your own behalf and on behalf of your employees, agents, guests and invitees, waive any and all claims and rights against us and our affiliates, parents, and successors and each of our and their employees, assignees, officers, agents and directors (collectively, the "Knotel Parties") resulting from injury or damage to, or destruction, theft, or loss of, any property, person or pet (collectively, "Claims") and release the Knotel Parties from any such Claims. You shall and hereby do waive any law of any jurisdiction, which says in substance: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."
b. No Third Party Liability. We do not control and are not responsible for the actions of other individuals or pets using the Services or at our Premises. You should be aware that other users or members may not be who they claim to be. We do not perform background checks on our users or members nor do we guarantee that our users' or members' profiles are accurate. We do not endorse, support or verify the facts, opinions or recommendations of our users or members.
c. No Liability for Third Party Products / Services. The Services may provide you with access to third party products or services. In no event will we be liable, directly or indirectly, to anyone for any damage or loss relating to any use of such products, services or other materials provided by a third party and not under our control, such as third party Internet providers. You agree that our making available access to or discounts for any third party services does not constitute provision or warranty of such third party services by us, and you will look solely to the applicable third party for provision of the applicable third party services and for compensation for any claims, damages, liabilities or losses you may incur in connection with such third party services.
d. Limitation of Liability. To the extent permitted by law, the aggregate monetary liability of any of the Knotel Parties to you or your employees, agents, guests or invitees for any reason and for all causes of action will not exceed the total amounts paid by you to us under these General Terms for the product or service from which the claim arose in the twelve (12) months prior to the claim arising. None of the Knotel Parties will be liable under any cause of action, for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption, or for the cost of any substitute goods, services or technology. You acknowledge and agree that you may not commence any action or proceeding against any of the Knotel Parties, unless the action, suit, or proceeding is commenced within one (1) year of the cause of action's accrual.
For the avoidance of doubt, nothing in these General Terms will exclude our liability for (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation or (c) any breach of any implied terms which cannot lawfully be excluded.
e. Disclaimer of Warranties and Implied Terms. The Services are provided "AS IS". To the extent permitted by law, we disclaim all warranties and terms, express or implied, with respect to the Services, including warranties, terms or representations as to the availability, operation, performance and/or use of our Services, or any other materials on or accessed via the Services, including any warranties or terms of merchantability, fitness for a particular purpose, title, non-infringement and any implied warranties, terms or indemnification arising from course of dealing, course of performance or usage in trade. In addition to the forgoing, will not be liable for failure to perform our Service obligations if the failure results from an act of nature, the act of a national, federal, state or local government authority, fire, explosion, accident, industrial dispute or any other event beyond our reasonable control.
f. Insurance. As a condition to your use and occupancy of the Premises, you will be required to obtain customary general liability, umbrella and workers' compensation insurance coverage as specified in your Order Form.
a. Hold Harmless. You will indemnify, defend and hold harmless the Knotel Parties from and against any and all fees, fines, settlements, claims, liabilities, damages and expenses, reasonable attorneys' fees, ("Indemnifiable Claims") resulting from any breach of these General Terms by you or your employees or guests, or your or their invitees or pets or any of your or their actions or omissions and Knotel will have sole control over the defense of any such Indemnifiable Claims. You are responsible for the actions of and all damages caused by all persons and pets that you or your guests invite to enter any of the Premises. You shall not make any settlement that requires a material act or admission by any of the Knotel Parties, imposes any obligation upon any of the Knotel Parties or does not contain a full and unconditional release of the Knotel Parties, without our written consent. None of the Knotel Parties shall be liable for any settlement made without its prior written consent.
b. Cooperation. From time to time, we may investigate any actual, alleged or potential violations of these General Terms. You agree to cooperate fully in any of these inquiries. You waive any and all rights against the Knotel Parties, and agree to hold them harmless in connection with any claims relating to any action taken by us as part of our investigation.
3.8. Governing Law; Dispute Resolution
a. Governing Law. These General Terms and the transactions contemplated hereby shall be governed by and construed under the law of Brazil.
b. Venue. Any disputes, controversies or conflict related to or arising from this Agreement shall be resolved by the central courts (foro central) of the City of São Paulo, State of São Paulo.
a. Enforceability. These General Terms and any feature-specific guidelines, terms or rules that may be posted or provided to you constitute the entire agreement between us regarding the Services and supersedes and merges any prior proposals, understandings and contemporaneous communications. If any provision of these General Terms and/or any feature-specific guidelines, terms or rules that may be posted or provided to you are held to be unenforceable, then that provision is to be interpreted either by modifying it to the minimum extent necessary to make it enforceable (if permitted by law) or disregarding it (if not). If an unenforceable provision is modified or disregarded in accordance with this paragraph, the rest of these General Terms and/or any feature-specific guidelines, terms or rules that may be posted or provided to you are to remain in effect as written, and the unenforceable provision is to remain as written in any circumstances other than those in which the provision is held to be unenforceable. The failure of either party to enforce its rights under these General Terms at any time for any period will not be construed as a waiver of such rights, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy.
b. Nature of these General Terms. Notwithstanding anything in these General Terms to the contrary, these General Terms in no way shall be construed as to grant you any title, lease, easement, lien, partnership, joint venture, or related rights in our business, any Knotel or anything contained in any Knotel. These General Terms create no tenancy interest (including any security of tenure), leasehold estate, or other real property interest between you and the Host, but only between you and Host under the Sublease. Neither party will in any way misrepresent our relationship.
c. Confidential Information. These General Terms, your Order Form and any information provided by us in performance of the Services are agreed by you to be confidential, proprietary and to constitute trade secrets belonging to us, and shall not be divulged or otherwise made available by you to any third party, without our written consent.
3.10. Assignments and Subleases. Subject to the Guest Policy, you shall not be permitted to assign (by operation of law or otherwise), encumber or otherwise transfer your rights under these General Terms or any interest in the Services or Sublease or otherwise permit others to occupy all or any part of the Premises (whether for desk space, mailing privileges or otherwise) without our advance written consent. Your Change of Control shall be considered such an assignment and any such written consent by us shall not relieve you from any liability under these General Terms or from obtaining our consent to any further assignment.
3.11. Confidential Information. You also agree to hold all Confidential Information (defined as information not generally known to the public) of other members in strict confidence and to take all reasonable precautions to protect Confidential Information. You acknowledge that any disclosure or unauthorized use of Confidential Information will constitute a material breach of these General Terms and cause substantial harm to the injured party for which damages would not be a fully adequate remedy. In the event of any such breach, we shall have, in addition to other available remedies, the right to injunctive relief (without being required to post any bond or security). We reserve the right at all times to disclose any information about you as we deem necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials from its systems, in whole or in part, in our sole discretion.
3.12. Contacting us. If you have any questions relating to these General Terms, please contact us at firstname.lastname@example.org