Knotel, Inc. Customer Terms
Canada General Terms
Note: These General Terms are applicable to customers located in Canada.
These General Terms and Conditions (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 or prior to the commencement of the Term (the “Order Form”). 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 space described in your Order Form (the “Premises” or “Workspace”). 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. Among other things, these General Terms include your agreement that except for certain types of disputes described in the “Governing Law; Arbitration and Class Action Waiver” section below, you agree that disputes between you and us will be resolved by binding, individual arbitration and you waive your right to participate in a class action lawsuit or class-wide arbitration.
Access to Knotels within our portfolio and the Workspace is provided for business purposes only. Accordingly, you represent and warrant that you are receiving the Services on a ‘business to business’ basis, without recourse to consumer protections provided in consumer rights legislation. These General Terms and our agreement to provide you with the Services are subject to and conditional on you entering into your agreement with us on a ‘business to business’ basis. If you have any questions about these General Terms or your relationship with us 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 Knotel location in which your Workspace is located (referred to herein as your “Knotel”) and the various other “Knotel” locations in our portfolio.
“customers” means you and any other customers within our portfolio who also use services provided to them by us.
“Services” means your access to and use of the services described in your Order Form and under the heading “Services” in these General Terms and may also include (i) Host community events, salons and meet-ups, (ii) customer discounts and privileges to preferred Host vendors and partners, (iii) access to other Knotel locations world-wide, and (iv) certain other related services and features we provide to our customers generally. 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 ancillary offerings by us to all customers, 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 (or, in some cases, individual) registering for Services through an applicable Order Form and agreeing to be bound by these General Terms, and shall include your employees, consultants and other personnel who use your Workspace 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,” “our,” “us” or “Host” and similar words in these General Terms means to Knotel, Inc. or such other Knotel, Inc. entity providing you the Services. 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 Workspace is located.
We shall perform the following Services for you during the term of your Order Form (the “Term”):
a. We will make your Workspace available to you at the time and in the condition described in your Order Form with any furniture and fixtures described therein. Any construction, build-outs, alterations, improvements, additions, installations or other work relating to the Workspace (“Construction”) described in your order form will be performed by or on behalf of us. Unless specified otherwise in your Order Form, your Workspace 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. To the extent we make any space generally available to our customers and/or the public, you will also have access to such Host- 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.
c. You will have access to your Workspace and Knotel (i) from 8:30am to 5:30pm 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 owner of the specific Knotel for such off-hours access, which may include fees for HVAC, elevator, electricity, and other systems servicing the Workspace (“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 Premise is generally open. Regular Business Hours and regular Business Days may vary by Knotel location.
d. Basic office services (“Basic Services”), as generally provided to our customers, are included as part of your Monthly Service Rate and thus are provided for no additional cost. Basic Services include, without limitation, 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 Basic Services indicated in the Order Form. Unless otherwise provided in the Order Form or in an Additional Services Agreement, Basic Services do not include computer, printer, copier, phone line access, or Building Fees. If you would like Additional Services, or to increase the scope of your Basic Services please communicate your request to our Space Ops Manager.
e. 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.
3. 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.
a. Payments. Unless otherwise set forth in your Order Form or in an Additional Services Agreement, the Monthly Service Rate, Refundable Services Retainer and, to the extent applicable, any additional payment obligations (collectively, the “Payments”) shall be paid in advance, on the first day of each month during the Term (the “Payment Date”), with such payments to be made by personal delivery, bank wire transfer or delivery by registered mail to us at the following address: 228 Park Ave S #90047, New York, NY 10003-1502, U.S., postmarked not later than the first day of each month during the Term. Payments 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 $50 per day, 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
b. Refundable Services Retainer. You agree that you shall pay the Refundable Services Retainer as security for your compliance with these General Terms. In the event you breach the Terms (including failure to make any Payment 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 Services Retainer to cure such breach or for the payment of any such Damages. If we do use all or any portion of the Refundable Services Retainer in respect of such Damages, you shall promptly (or no later than thirty (30) days of our notice to you) restore the Refundable Services 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 damage to any Knotel and items therein caused by you, your personnel, your guests or, where permitted, pets. Provided you have made all required Payments in accordance with these General Terms, there are no deductions pursuant to this paragraph and you have vacated the Workspace in good condition with all furniture and fixtures in place, you will receive a full reimbursement of the Refundable Services Retainer in a timely manner upon expiration of the Term. We will not be required to keep the Refundable Services Retainer separate from our general accounts and shall have no obligation or liability for payment of interest on the General Services 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.
5. Term and Termination. The Term shall be defined in your Order Form. The Term may be terminated (such date, the “Termination Date”) by us 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 in connection with the termination of an underlying Lease] or notice from a Landlord that the Services may no longer be rendered; (v) a termination by us if you continue to use the Workspace or otherwise receive Services beyond the Term; (vi) a termination by you if any Landlord (or a designee thereof) succeeds to our rights under any Lease but is unable to provide the Services in a reasonably comparable manner. 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 Workspace 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.
In the event of a termination of the Term, on or before the Termination Date, (i) you shall vacate and cease use of the Workspace, other Knotels and the Host’s platform and portfolio in all respects and (ii) you shall pay all Payments due and payable for Services rendered by us as of the Termination Date.
You will remain liable for past due Payments, and we may exercise our rights to collect due Payment, despite termination of the Term. Sections 4, 5, 6(a), 6(b), 6e, 8, 10, 14, 15c, 15d, 16, 17, 18, 19, 20 and 21 shall survive any termination or expiration of these General Terms.
6. Security and Access
a. Key Fee. To the extent you have requested in writing (in the Order Form or otherwise), and paid, a Key Fee, you shall receive the number of keys to the Knotel as requested. The Key Fee, as applicable, shall be used to cover the cost of your initial keys. The Key Fee shall not be reimbursed upon the expiration or termination of the Term.
b. 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 Workspace 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 having your 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 Refundable Services Retainer. Knotel reserves the right to alter or change your Access Device at any time upon reasonable notice.
c. 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 Workspace. We will only review footage to the extent necessary to investigate incidents, including turning over any such footage to applicable law enforcement authorities.
d. Guest Policy. You are permitted to invite guests to the Workspace 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 Landlord.
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.
f. Emergencies. You should develop an emergency action plan and fire evacuation protocols for your Workspace. We will provide any such plans, protocols and other information obtained by us from the Landlord.
g. 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 hosting 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.
7. Conference Rooms and Common Spaces
Conference rooms and other common spaces throughout the Knotel (i.e. spaces available for general customer use other than the Workspace and other space designated for exclusive use by our other customer) (together with the “Conference Rooms,” the “Common Spaces”) are available for use as indicated in your Order Form. You may use Common Spaces as needed during Business Hours (and after Business Hours to the extent available for general customer use) and in reasonable proportion to the size of your team (including any guests). You may schedule Conference Rooms use via our booking system accessible on https://rooms.knotel.com and Conference Rooms are to be accessed by you, and to the extent we permit, your guests, starting from the time immediately prior to your reserved time and ending at the time immediately following your reserved time. Common Spaces are for temporary use and not as a place for continuous, everyday work.
You are expected to clean up after yourself after use of Conference Rooms and Common Spaces, including disposal of trash, removal of dishes, glasses and cutlery, and, with respect to Conference Rooms, wiping the surface of conference tables of crumbs, spills and stains. If we incur excess cleaning charges for your failure to properly clean a Conference Room, the cost of such cleaning will be passed down to you. For the avoidance of doubt, you shall abide by our Community Guidelines with respect to use of Common Spaces.
Any mail or packages sent to you must reflect the floor number on which your Workspace 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 Workspace is located.
To the extent you are permitted to have your signage anywhere in your Workspace 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.
10. Assignments and Transfers
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 otherwise permit others to occupy all or any part of the Workspace (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.
a. Intellectual Property of Knotel and Others. You must not directly or indirectly take, copy or use any information or intellectual property belonging to us or to other customers 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 Host 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 use of your Workspace, 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 Customer 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 to alert you and other customers of any weather, health, safety, transportation, or other disruptions or conditions that may affect access to your Workspace, Knotels, or the Services. You also agree that we may also use your Mobile Number to provide certain Services to you during the Term (“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.
12. Community Guidelines; Other Customers.
a. 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 Workspace 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 Workspace to be heard outside the Workspace, (ii) cause equipment in the Workspace to cause vibration or noise which is transmitted beyond the Workspace, (iii) cause odors or fumes beyond the Workspace, (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 customers, employees or third party services acting on behalf of Knotel, (vi) store trash or otherwise cause waste, (vii) use the Workspace 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 Workspace shall not be used by you or your guests in a “retail,” “medical,” or other nature involving frequent use by or visits from customers 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.
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.
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 Workspace or the Services rendered to you.
b. Other Customers. We do not control and are not responsible for the actions of other customers or any third parties (including any pets). If a dispute arises between customers 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 Workspace. Service animals, as defined by the Accessibility for Ontarians with Disabilities Act, are always permitted in Knotel spaces. In the event you would like to bring a service animal onto the Workspace, we may request documentation or other information as reasonably required by the Landlord in connection with your request.
13. Your Premises / Workspace
a. No Tenancy. You acknowledge that this is a revocable license for a limited use, and nothing in these General Terms, or your Order Form shall constitute a leasehold interest or tenancy or conveyance of any exclusive possessory interest in the Workspace. Workspace or other property interest in respect of the Workspace, the building or any part of it. No landlord and tenant relationship exists or is intended to be created between us and you. You will not register any notice or other document pertaining to the Order Form or the General Terms on title to the Building or the Workspace. You agree that upon termination of these General Terms and/or upon the expiry or earlier termination of the Term, we may remove you from the Workspace without need for resort to any judicial process. You shall not permit any liens to be filed against the Workspace for any cause or reason. If any liens are filed against the Workspace, 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 Workspace, including, without limitation, locking up the Workspace. 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.
b. Furniture, Fixtures, Equipment Damages. 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 Workspace 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 you (including any pets) or your guests’ misuse, negligence or willful misconduct.
c. Construction. You must not perform any Construction in or about your Workspace 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 Workspace 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 Landlord) 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 Workspace or the Knotel caused by the Construction.
d. Improvements. From time to time it may be necessary for us to make certain non-ordinary course modifications, improvements and alterations to your Workspace 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 Workspace, 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 “Workspace” as used therein and herein shall be deemed to refer to such improved Workspace.
e. 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 “Workspace” as used therein and herein shall be deemed to refer to such relocated Workspace.
f. Control and Possession. For the avoidance of doubt, we retain control, possession and management of the Premises, your Knotel and other Knotels and you have no right to exclude us from the Premises.
g. Our Right to Enter. For the avoidance of doubt, we shall at all times have a right to enter your Workspace in connection with the Services. In addition, we may also enter your Workspace at reasonable times and, to the extent possible, with reasonable prior notice, to inspect your Workspace or to perform any work we deem either necessary or desirable, including with respect to Improvements, or to show the Workspace to prospective customers.
14. Underlying Lease
a. Lease Modification or Termination. You acknowledge and agree that your right to receive the Services and otherwise use the Workspace and the Knotel may be subject to an underlying lease of the Knotel from an applicable landlord (the “Lease” and the “Landlord”). We acknowledge and agree that our entry into the Order Form, and the provision of Services to you is not in violation of any restrictions in the applicable Lease. The termination or modification of the Lease may affect our ability to continue providing the Services and your right to use the Workspace. In the event a Lease termination or modification affects our ability to provide the Services (including your right to use the Workspace), the Services may be modified in a commercially reasonable manner (which may include a Relocation to reasonably comparable Workspace or terminated, in either case upon at least 10 Business Days’ prior notice to you.
b. Attornment. If any Landlord (or a designee thereof) succeeds to our rights under any Lease and continues to provide the Services in a reasonably comparable manner, then at the request of the Landlord, you will attorn to the successor as the Host under these General Terms and sign, acknowledge and deliver any instrument that the successor requests to evidence the attornment. Upon such attornment, your Order Form and these General Terms will continue in full force and effect as a direct arrangement between the successor and you. If such successor requires any modifications of your Order Form or these General Terms you agree that you will sign, acknowledge and deliver to such successor instruments in form and substance reasonably requested by it providing for those modifications (provided they do not materially adversely affect your rights hereunder).
c. Contact with Landlord. You do not have any direct rights from, or obligations to, the Landlord, and agree that you will not request Landlord’s consent or approval directly with respect to any matters relating to the Services, including with respect to any Construction, Modification, Relocation, or requests for service animals or pets on the Workspace. All consents, approvals, questions and other communications shall be sent directly to us in accordance with these General Terms.
15. Advertisements, Endorsements, Testimonials, Use of Likeness
a. Advertisements. In using the Services, you may encounter advertisements from Third Party Service Providers 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 customers 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 / Workspace. From time to time we may want to photograph, video or otherwise record the various Knotels (and this may include your Workspace) to support our marketing initiatives. In connection therewith, you grant us the right and permission to film, tape, record and photograph your Workspace 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 Customers on our website, email outreaches, and case studies showcasing transformations of our spaces, we may include your name or logo in connection therewith. 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 our standard form Media Production Agreement.
16. 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 Workspace. You should be aware that other users or customers may not be who they claim to be. We do not perform background checks on our users or customers nor do we guarantee that our users’ or customers’ profiles are accurate. We do not endorse, support or verify the facts, opinions or recommendations of our users or customers.
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, whether in contract, tort, breach of statutory duty, or other legal or equitable theory 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, whether in contract, tort, breach of statutory duty, or other legal or equitable theory, 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. Exclusions. Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the exclusions and limitations above may not apply to you. In such event, such exclusions and limitations shall apply to the maximum extent allowed under applicable law.
g. Insurance. As a condition to your use and occupancy of the Workspace, 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 claims, liabilities, damages and expenses (“Claims”) including reasonable attorneys’ fees, 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 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 Workspace. 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.
18. Governing Law; Arbitration and Class Action Waiver
a. Governing Law. These General Terms and the transactions contemplated hereby shall be governed by and construed under the laws of the Province of Ontario and, as applicable, the federal laws of Canada, without regard to the United Nations Convention on Contracts for the International Sale of Goods or New York’s or any other implementation of the Uniform Computer Information Transactions Act.
b. Venue. Except that either party may seek equitable or similar relief from any court of competent jurisdiction, any dispute, controversy or claim arising out of or in relation to these General Terms, or at law, or the breach, termination or invalidity of these General Terms, that cannot be settled amicably by agreement of the parties to these General Terms shall be finally settled in accordance with the arbitration rules of JAMS then in force, by one or more arbitrators appointed in accordance with said rules. The place of arbitration shall be Toronto, Ontario.
c. Proceedings; Judgment. The proceedings shall be confidential and in English. The award rendered shall be final and binding on both parties. Judgment on the award may be entered in any court of competent jurisdiction. In any action, suit or proceeding to enforce rights under these General Terms, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator(s) or court, as applicable. These General Terms shall be interpreted and construed in the English language, which is the language of the official text of these General Terms.
d. Class Action Waiver. Any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. You and we also agree not to participate in claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person’s account, if we are a party to the proceeding. You are giving up your right to participate as a class representative or class member on any class claim you may have against us including any right to class arbitration or any consolidation of individual arbitrations.
You shall be in default hereunder if (i) you fail to pay any Payments or other charges or fees payable hereunder when due, and/or (ii) you fail to remedy any breach of your obligations hereunder within five (5) days of written notice from us, or, if such default is of the nature that it cannot be completely cured within said period of five (5) days and you shall not commence diligent cure efforts within said period of five (5) days, or shall not thereafter diligently prosecute to completion all steps necessary to remedy such default, unless such breach may result in the Landlord terminating the Lease, in which event no notice or right to cure may be afforded to you. In the event of any default hereunder: (i) we may terminate these General Terms and the Term upon five (5) days’ written notice from us and seek such damages as we shall be entitled as a matter of law (including by accelerating the payment of the Payments due for the balance of the Term), or (ii) spend such sums as are necessary to remedy such default, whereupon such sums shall be payable by you to us upon five (5) days’ written notice. Damages shall include the unamortized total of any Payments excused prior to the Commencement Date, the cost of any work we completed at the Premises and commissions paid by us to any Broker in connection with for your Order Form (with such amortization to be calculated on a straight-line basis over the Term based on the number of months in the Term). You waive any right to bring a declaratory judgment action in connection with any such notice of termination as well as any right of redemption or similar right following such termination. We may enter the Premises at any reasonable time to cure any default, such entry to be in accordance with applicable law. In the event that you shall fail to pay any Payments hereunder within five (5) days of the date when due, such sum shall be subject to a late charge of five percent (5%) of the amount due. Further, in the event that you fails to pay any Payments when due, such sum shall bear interest at the rate equal to four percent (4%) in excess of the prime rate, as the same is published from time to time by the Royal Bank of Canada. In the event that we shall incur any fees or expenses in exercising its rights or remedies hereunder (including without limitation reasonable attorneys’ fees and costs), you shall be obligated to pay same to us. You shall not be entitled to receive Services or to exercise any of its rights hereunder, including any right to renew the term hereof, until such time as any such default has been cured. For greater certainty, without limiting any of the foregoing, in the event that you are in default hereunder, we may, at our sole option, without prejudice to and in addition to any other rights and remedies to which we are entitled pursuant hereto or at law, declare that the Term is terminated in which case you shall immediately vacate the Premises and provide us with vacant possession thereof, and same shall be wholly without prejudice to our right to recover arrears or damages for your prior default.
20. Compliance with Law and Rules
Notwithstanding anything to the contrary contained in these General Terms, in the conduct of your business and in your use of the Premises and the Building, you, as well as your personnel, agents, officers, directors, shareholders, employees, contractors, licensees or assigns, affiliates or subsidiaries, visitors, guests and/or invitees, shall at your expense comply with all laws, statutes, ordinances, rules, orders, permits, decrees, guidelines, court rulings, and regulations (present, future, ordinary, extraordinary, foreseen or unforeseen, including laws pertaining to hazardous substances, the disabled and the environment) of any governmental, public or quasi-public authority, at any time duly in force, as well as with the terms of the underlying Lease for the Premises, and all rules and guidelines of ours and Landlord’s insurers (collectively, “Laws”), attributable to occupancy, use or manner of use by you of the Premises or any part thereof. You must not do anything that may increase the insurance premiums paid by us. If required due to structural concerns, we reserve the right to prescribe the weight and position of all safes and mechanical equipment. You will give prompt notice to us of any notice you receive of the violation of any Laws with respect to your occupancy of the Premises. We have no obligation to enforce the Laws or Rules and Regulations or covenants in any other occupancy agreement for the Building, and we will not be liable for violation of same by any other occupant of the Building. You shall obtain, at your sole cost and expense, all required licenses and permits and provide us with a copy of the same.
21. General Provisions
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, including previous Uniform License Agreement for Hosted Workspace Services you may have entered into. 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, possession or related rights in our business, your Workspace, 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. 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.
You also agree to hold all Confidential Information (defined as information not generally known to the public) of other customers 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.
d. Contacting us. If you have any questions relating to these General Terms, please contact us at firstname.lastname@example.org
Dated: June 1, 2019