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Terms of Service Agreement

This Terms of Service Agreement (this “Agreement”) is by and between OWL Suites, Inc., a Texas corporation (“OWLS”), and the person or business registering for an account on the OWLS website (referred to herein as “Location”), and is effective as of the first date electronically agreed to by the Location during the account registration (the “Effective Date“).

WHEREAS, Location desires for OWLS to market its office space and resources to others via the lawofficespace.com web site (the “Site”), and provide related Services (as defined below); and

WHEREAS, Location requests OWLS to provide the Services.

NOW, THERFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, pursuant to this Agreement, Location and OWLS agree to the following terms:

 

OWLS Responsibilities.  The obligations of OWLS to Location, and Location to OWLS, will depend on which option Location selects as described in the attached schedules (the “Services”).

  • Host Location (Described in Schedule A, which is incorporated herein by reference).
  • Pay & Post (Described in Schedule B, which is incorporated herein by reference).
  • Executive Suite Listing (Described in Schedule C, which is incorporated herein by reference).
  • Short Term Booking (Described in Schedule D, which is incorporated herein by reference).

(Collectively, the above are the “Schedules”).

OWLS provides marketing and administrative services to Locations only.  OWLS IS NOT A LICENSED REAL ESTATE BROKER OR SALES AGENT,  AND DOES NOT PROVIDE BROKER OR REAL ESTATE AGENT SERVICES.

Any capitalized terms not defined herein shall have the meaning attributed to them in the Schedules.  In the event of a conflict between the terms of this Agreement and any Schedule selected by Location, the terms of the Schedule shall prevail.

Location Responsibilities. Location will fully comply with all terms of this Agreement, all User Agreements to which Location is a party, and all policies and rules of OWLS, and all terms provided in the appropriate Schedule selected by Location.

For purpose of this Agreement, “User” and “Member” shall mean any person or firm that is:  hosted by a Location (pursuant to a Schedule A Host Location arrangement), as well as any tenants/subtenants or other users who enter into an agreement with Location for use of space (pursuant to a Schedule B Pay & Post arrangement), prospects referred to an executive suite or co-working space (pursuant to a Schedule C arrangement), and lawyers/law firms using a Location on a short term basis (pursuant to a Schedule D Short Term Booking Agreement).

In all instances, Location will:

  • provide truthful and complete information to OWLS,
  • provide updated and/or corrected information to OWLS as necessary,
  • ensure a primary and/or secondary contact is available to OWLS and Users at all times during business hours,
  • cooperate and coordinate with OWLS regarding marketing of space (including, without limitation, receiving a Google address verification postcard for SEO purposes and providing the code to OWLS),
  • quickly respond to requests and inquiries from OWLS, Prospects and/or Users,
  • work in good faith to resolve any disputes with Users or OWLS,
  • treat OWLS and its staff and agents, as well as all prospects, Users, and their guests and staff, with respect, professionalism and dignity,

Payments. All payments from OWLS from Users, Hosting Fees paid to Location’s by OWLS, or Listing Fees paid by Locations to OWLS (collectively, “Payments”), shall be in US dollars, and are net of any deductions or expenses such as credit card or third-party processing fees.   Payments to and from OWLS may be handled by third party merchant services, which will accept credit cards, ACH bank transfers and/or ETF transfers (although payment options may change from time to time).  OWLS does not control the data privacy management or other terms of such third parties – so be sure to read their terms and privacy policies.

Professional Photos.  Locations electing either of the above Schedules may choose to enhance their listing on the Site by obtaining professional photographs of their space through OWLS.  Location is not obligated to use OWLS preferred photographer partners, but if Location elects to do so, OWLS will engage with independent photographers to take and produce the photos, and the details and costs will be displayed on the Site.  All photo shoots coordinated by OWLS must be paid for by Location in advance via credit card to OWLS.  All photographers are in dependent contractors, and OWLS is not responsible for any act or omission of any photographer.  No refunds unless the photographer fails to deliver any photos at all (i.e., no refund just because you didn’t like them).  OWLS will connect interested Location with the local photographer and make payment to the photographer – but all other arrangements must be coordinated directly between Location and the photographer. OWLS will only guarantee that Location has an irrevocable license to use the photos, although the photographer may retain ownership of the photos, themselves.  Location will receive license to use up to 5 photos (and price includes deliver of digital copies of the photos, and minor photo editing).

Compliance with Contractual Obligations, Laws, Bar/Ethics Rules.   Location is solely responsible for ensuring compliance with all lease and other contractual obligations, as well as local, state and federal laws, ordinances, and regulations, tax laws, privacy laws, landlord rules and policies, and all applicable bar rules and ethics requirements (collectively, “Laws”) related to this Agreement, any User Agreements, and the sharing of space and resources with Users. OWLS has no knowledge or obligation under any such Laws.   Without limiting the above, Location is responsible for having Users complete federal USPS mail handling delegation forms and filing/keeping a copy of such form on file.

OWLS has no ability to control Location, nor force Location to accept any User.  Location may refuse to accept any User for any reason, although such reason should not violate any Laws. Furthermore, without limiting the above, Location is responsible for ensuring this Agreement and all User Agreements do not violate any lease or other agreements to which Location is a party, nor any rules or policies of Location’s landlord.  

OWLS is not a law or CPA firm, nor a licensed real estate broker or agent, and will not review any Location leases, local tax rules, nor provide legal or tax advice regarding such matters.

Relationship. Nothing in this Agreement shall imply any affiliation, joint venture or partnership between OWLS and Location, and Location will not represent or imply any such relationship.  Location is solely responsible for any taxes related to payments made to Location by OWLS, made by Location to OWLS, and made by Users to Location.

Confidentiality.  During the Term of this Agreement, Location will be exposed to certain proprietary information and materials of OWLS, including, without limitation, the names and contact information of OWLS Users and prospective Users, vendor, and Locations, as well as OWLS business plans, pricing, methods and programs, marketing and administrative and other data, and other trade secrets and materials (collectively, “Proprietary Information”), which are the exclusive property of OWLS.  During and for five (5) years following the Term, absent prior written consent of OWLS, Location will not: (1) use any Proprietary Information except in connection with the performance of this Agreement; or (2) share, post, copy, publish or otherwise disclose any Proprietary Information to any third parties (including, without limitation, affiliated entities of Location).  Location agrees that, in the event of a breach of this provision by Location, OWLS will be entitled to obtain an injunction, as monetary damages would be insufficient (but OWLS will also be entitled to pursue monetary damages, as well).

Non-Compete Agreement.  Location will not, during and for a period of 2 years after termination of this Agreement, directly or indirectly, own, manage, operate, control, be employed by, participate in, or be connected in any manner with the ownership, management, operation, or control of, any competing business, including but not limited to any Competing Business that provides services in or is located anywhere in the United States.  A “Competing Business” means any person, company, or specific division/department within said company, that provides services that are the same or substantially similar to the Services to attorneys and/or law firms, including, without limitation, providing office space marketing and/or management and similar services that are primarily marketed and delivered to attorneys and/or law firms.

License and Usage. Location hereby grants OWLS an irrevocable, royalty-free, non-exclusive license to use any images and information and materials submitted by Location to OWLS.  Location will not use any OWLS Marks without written permission from OWLS. Without limiting any of the foregoing, Location may publicize its relationship with OWLS, subject to prior written approval of any such publication by OWLS, with such approval not to be unreasonably withheld. Without limiting the above, “publication” shall include notices via social media.  All use of OWLS marks by Location must cease immediately upon termination for any reason.

Term and Termination. This Agreement shall commence on the Effective Date and continue in full force and effect until termination by either party upon thirty (30) days written notice to the other (“Termination”).  This Agreement shall not automatically terminate merely because Location has no active Users.  Instead, such Location will remain a Location of OWLS, and Location’s space and information will remain in the OWLS system unless and until terminated as provided herein.  The following provisions shall survive any Termination of this Agreement: Confidentiality, Non-Compete Agreement, Indemnity, LIMITATION OF DAMAGES, and Law and Jurisdiction.

Indemnity. Location hereby agrees to indemnify, defend and hold OWLS harmless from any and all asserted or threatened liabilities, claims, suits, judgments, losses, damages, fines, forfeitures, assessments, costs and expenses, including reasonable attorneys’ fees, expert fees and costs and expenses of appeal (collectively, the “Damages”), asserted by Users or other third parties as resulting from, arising out of or in connection with (i) Location’s performance or non-performance of any of its obligations and duties set forth in this Agreement, including but not limited to any Damages caused by the negligent, intentional or wrongful acts or omissions to act of Location, its officers, directors, agents, employees, representatives, or subscribers; (ii) Location’s breach of any warranty, covenant or representation made by it herein; (iii) bodily injury or death or damage to property resulting or claimed to result, in whole or in part, from any willful, intentional or negligent act or omission of Location, its officers, directors, agents, or employees; (iv) violation by Location, its officers, directors, agents, or employees, of any law, statute, ordinance, governmental order, rule or regulation; or (v) infringement of the Proprietary Rights of any third party.

Without limiting the above, Location shall indemnify, defend and hold OWLS harmless for Damages and claims asserted by Users and/or any third parties related to any losses, damages, injuries, or business dealings between User and Location, and against any Damages and claims asserted by any landlord of Location.  OWLS only provides online marketing and administration services, and Location understands and agrees that OWLS has no control over operations of the Location, acts or omissions of Locations or Users (or their respective guests), the ethical and professional responsibilities of Locations or Users, nor the local tax implications of the Location hosting a User.  Finally, OWLS has no duty to defend Location in and lawsuit of claim by a User or third party for any claims related to any act or omission of Location or a User.

LIMITATION OF DAMAGES.  EXCEPT FOR THE CASE(S) OF WILLFUL NEGLIGENCE AND/OR GROSS NEGLIGENCE ON BEHALF OF OWLS OR ITS AUTHORIZED REPRESENTATIVES AND EMPLOYEES, IN NO EVENT SHALL OWLS BE LIABLE TO LOCATION FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE LOSS OR DAMAGE OF ANY KIND, INCLUDING LOST PROFITS (WHETHER OR NOT OWLS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES) BY REASON OF ANY ACT OR OMISSION IN ITS PERFORMANCE UNDER THIS AGREEMENT. WITH THE EXCEPTION SET FORTH ABOVE, OWLS’S LIABILITY TO LOCATION SHALL BE LIMITED TO DIRECT DAMAGES SUFFERED BY LOCATION WHICH ARE THE PROXIMATE RESULT OF OWLS’S WILLFUL ACT OR OMISSION, OR THE TOTAL FEE PAID TO OWLS BY LOCATION OR HOST LOCATION’S USERS, WHICHEVER IS LESS.

Insurance & Tax.  OWLS provides online marketing and remote administration services.  OWLS does not provide legal or tax advice, nor provide or manage property, office space, or equipment or related services.  OWLS only provides marketing and administrative support to User and Location in connection with User’s use of the Location.  OWLS is not providing any legal or business advice to Location including, without limitation, professional responsibility obligations of Location and Users, as well as advice regarding the impact of this Agreement or the User Agreement on Location’s lease, insurance, or tax liability.  Location should consult legal and tax counsel for guidance regarding those matters.  Moreover, Location is solely responsible for all tax liability related to payments received from OWLS, including, without limitation, any sales, VAT, use, or other state or local taxes.  It is Location’s responsibility to know if a sales or other tax is owed to tax authorities governing the Location and/or Location in connection with this Agreement, any User Agreement, and/or any payments related thereto.  If a sales tax is required by Location’s jurisdiction in connection with Location Services and/or payments from OWLS, Location will collect and pay any and all such taxes to the proper authorities out of its Fee.

Interest.  Any fee or amount payable by Location to OWLS under this Agreement (including any Schedule) shall accrue interest at 10% per year, or the maximum rate allowed by law, whichever is less, which shall be compounded daily and shall begin to accrue on the first date after the date on which payment was originally owed.  Fees owed to Location by OWLS shall not accrue interest.

Assignment.  This Agreement is not assignable in whole or in part by Location without written consent of the OWLS, and shall not benefit any third parties. OWLS may assign this Agreement, in whole or in part, to a third party at OWLS sole discretion.

FORCE MAJEURE. OWLS will be not responsible or liable for events beyond its reasonable control.  If certain Location benefits are postponed or canceled due to conditions beyond OWLS’s control, OWLS will take reasonable measure to reschedule the event. However, if rescheduling or replacement is not possible, OWLS shall not be required to provide any refund of Fee.

Law and Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Texas, and shall be binding upon the parties hereto. Any dispute arising out of this Agreement shall be exclusively resolved via confidential and binding arbitration to be conducted in Dallas County, Texas, and following the AAA Rules.  This Agreement is binding upon all of Location’s owners, Locations, employees, officers, agents, successors and assigns.

Entire Agreement.  This Agreement, together with the appropriate Schedule, represents the full agreement between the parties with respect to the subject matter hereof, and supersedes all prior negotiations and agreements between the parties regarding same.  This Agreement may be amended only by a written instrument executed by both parties.

By registering with OWLS and listing a space on the OWLS Site, Location, or an authorized agent and/or officer thereof, and intending to be bound by these provisions, hereby agrees to the terms of this Agreement.

 


Schedule A  – Host Location

 

If a Location elects the “Host Location” service option, they will become a “Host Location” or “HL” of OWLS, offering virtual and/or private office access, equipment and similar services to OWLS members (“Members”) at and through HL’s office premises pursuant to the terms of the Agreement, this Schedule, a Member Hosting Agreement to be executed by Member and HL.

For HL’s, OWLS will:

  • gather information about the HL and prospective Member (“Prospects”) requirements from Host Location,
  • market HL’s available space to current and prospective OWLS Members via the OWLS web site and various other marketing outlets,
  • screen prospecting Members as per Host Location’s stated requirements,
  • forward qualifying prospects to HL and coordinate with HL on prospective Member tours of HL,
  • handle the preparation and coordinate the execution of all membership hosting service agreements (“Member Agreements”),
  • handle monthly billing and collections from Members,
  • pay all amounts owed to HL as required by this Agreement,
  • work in good faith to resolve any disputes with Members or Host Locations,
  • cooperate with Host Location with respect to the on-boarding and termination of Members.

In connection with the screening of prospects, OWLS will review information provided by the Prospect and ensure that such information meets the stated qualifications and criteria of HL.  OWLS will not verify or investigate any such information, and is not liable to Host Location or any person with respect to such information.  The decision to approve a Member to use the HL is solely up to Host Location. 

HL understands and agrees that OWLS may, at OWLS sole discretion, transfer a Member from the HL to another host location during the current term of a Member Agreement – which will effectively terminate HL’s right to any Hosting Fees related to that Member upon the effective date of the transfer (and which will likewise terminate HL’s obligations with respect to such Member at the same time).

Host Location Responsibilities. Host Location will fully comply with all terms of this Agreement, all Member Agreements to which Host Location is a party, and all policies and rules of OWLS, including, without limitation, the OWL Suites Community Rules, as amended from time to time, which are incorporated by reference as if restated in full herein (the “Rules”).

In addition, Host Location will:

  • provide truthful and complete information about the HL to OWLS,
  • provide updated and/or corrected information to OWLS as necessary,
  • ensure a primary and/or secondary contact is available to OWLS and Members at all times,
  • ensure OWLS has current bank account information for the HL at all times,
  • cooperate and coordinate with OWLS regarding marketing of HL space (including, without limitation, receiving a Google address verification postcard for SEO purposes and providing the code to OWLS),
  • cooperate and coordinate with OWLS and Prospects regarding tours of HL,
  • quickly respond to requests and inquiries from OWLS, Prospects and/or Members,
  • provide all services and fulfill all obligations to Members and to OWLS as provided in written Members Agreements,
  • work in good faith to resolve any disputes with Members or OWLS,
  • treat all Members, and their guests and staff, with respect, professionalism and dignity,
  • cooperate with Host Location with respect to the onboarding and termination of Members.

Once Host Location and a Prospect enter into a Member Agreement that is approved by OWLS, the Prospect shall be considered a “Member” of OWLS that is hosted by HL.

Member Fees and Revenue Split.  All payments related to a Member’s use and access to the HL (“Member Fees”) will be exclusively paid to OWLS.  Host Location will immediately forward to OWLS any such payments Host Location receives.  Host Location has no rights to such Member Fees, except as provided herein.  The revenue split described herein refers to actual Member Fees received by OWLS, less and transaction or other costs, charges or expenses.  OWLS has no obligation to make payment to Host Location of any portion of Member Fees not received, refunded, offset, or otherwise returned to or not collected from Members.

Of the Member Fees received by OWLS, OWLS will pay to Host Location the following:

  • an amount equal to 85% of the Member Fees OWLS receives (i.e., after deducting processing fees, etc.) from Office Members hosted by HL (or 80% where the monthly Member Hosting Fee is less than $500, including, without limitation, Virtual Members.  This is the “Hosting Fee.”

 

OWLS will typically collect Member Fees on or about the 1st of each calendar month, and will transfer the HL’s Fee on or about the 15th of that same month.

In addition to the Fee, above, OWLS may collect additional fees from Members, such as the Start-Up Fee, Transfer Fees, and Move-Out Fees, as those fees are defined in the Member Agreement (collectively, these are “House Fees”).  Within thirty (30) days of receipt of payment of a House Fee from a Member, OWLS will pay 50% of such House Fee (less any processing fees) to the Host Location.

Collectively, all the above (including, without limitation, the Hosting Fee and the House Fees) are “Fees.”  All Fees described herein refer to the actual amounts received by OWLS, less any deductions or expenses such as credit card or third-party processing fees.

Definitions:

  • Office Member” shall mean those Members who are “Office Members,” as defined in a Member Agreement.
  • Virtual Member” shall mean those Members who are “Virtual Members,” as defined in a Member Agreement.
  • Member” shall include Office Members, Virtual Members, and any other Members of OWLS, as defined in a Member Agreement.
  • Short Term Booking” shall refer to a Host Location’s agreement to host a Member or guest lawyer/law for a period of less than 30 days firm pursuant to a “Short Term Booking Agreement”  (“STBA”).

Host Location Obligations to Members. Host Location will fully comply with all terms of the Agreement, this Schedule, the STBA (as appropriate), and all Member agreements to which Host Location is a party.  Host Location will maintain its HL lease in good standing at all times during the term of this Agreement and during the term of all Member Agreements to which Host Location is a party.  Host Location has a great deal of discretion regarding the amenities, services, and space offered, their rules for use, and the charges for Member does for their HL Members.  However, at a minimum, Host Locations must provide (and cannot waive) the following:

For Virtual Members

    1. Secure storage for Member mail/parcels received at HL
    2. Reasonable access either during business hours, or via key after hours, to mail/parcels received at HL
    3. Reasonable access to any and all amenities as agreed in the Member Agreement during business hours (or as otherwise agreed)
    4. Must provide access to conference rooms to Member if Member has it reserved (i.e., can’t “bump” them)
    5. Any Ancillary Service charges must be pre-agreed in writing

For Office Members

    1. The amenities and services listed above, plus
    2. 24/7 access to a private office that is secured by a key/card or the like

In addition to the Rules, Host Location may enact its own rules related to use of the HL, HL equipment, and access to conference rooms, amenities, etc. (“HL Rules”), provided that such HL Rules:

    1. are commercially reasonable
    2. are written and made available to Member prior to execution of the Member Agreement (or are presented later to Member and expressly accepted by Member)
    3. are consistently applied to all Members and other users of the HL
    4. apply to all same-level Members equally
    5. serve a business purpose of the HL
    6. do not unnecessarily interfere with the Member’s ability to use the HL as expected pursuant to the Member Agreement.

Moreover, any HL Rules adopted or amended during the term of a Member Agreement will not apply to such Member unless and until the earlier to occur of: (1) Member expressly agrees to the new or amended HL Rules, or (2) the Member Agreement term renews (whether by agreement or automatically).

If a Member complains to OWLS that any HL Rules violate the above, and OWLS determines, in OWLS sole discretion, that any HL Rule is improper or is being applied unfairly, OWLS may: demand that the Host Location revoke or amend the offending HL Rule(s) and/or its application.  If Host Location does not, to OWLS’ satisfaction modify or amend the HL Rule, OWLS may consider Host Location in breach of the Member Agreement and this Agreement, terminate the Member Agreement for Cause, and release Member from further obligation.  In such instance, Host Location may be liable to Member for reasonable expenses for damages incurred by Member in relocating.

Ancillary Fees.  All Member Fees, as that term is defined in the Member Agreement, must be paid to OWLS. However, OWLS will not bill or collect from Members any amounts for: (1) variable expenses such as copy charges, parking validations, etc.; nor (2) labor charges such as hourly charges for paralegals or administrative support charged to Member (collectively, “Ancillary Fees”).  Ancillary Fees will be invoiced and paid directly between Member and Host Location, and a copy of such invoices will be sent to OWLS. Ancillary Fees do not include fees for any of the services or amenities listed on Schedule A of the Member Agreement (whether selected or not).

Poaching Fee.  “Poaching” refers to a situation in which Host Location enters into a direct contractual relationship with a Designated Party to provide office or virtual office space to the Designated Party, or otherwise circumventions this Agreement.   In the event Host Location breaches any non-circumvention or similar obligation of this Agreement, in addition to all other rights, claims and remedies available to OWLS, at law or equity, Host Location unequivocally agrees to pay a retroactive marketing and management fee (the “Poaching Fee”) to OWLS of $2,500 per breach (i.e., per each Member or Prospect that is Poached from OWLS by Host Location. The Poaching Fee must be paid within thirty (30) days of the later to occur of:  (1) the Termination Date, or (2) the date the breach (i.e., poaching) occurs.  The date the poaching occurs shall be deemed to be the earliest date in which Host Location enters into a transaction or received payment form a Designated Party in breach of this section.

Fees Net of Expenses.  All Fees described herein refer to the actual amounts received by OWLS, less any deductions or expenses such as credit card or third-party merchant processing fees.

Payment.  OWLS agrees to pay Host Location the Fee at commercially reasonable intervals, typically within fifteen (15) days of OWLS’ receipt of Member Fees from Host Location’s Members.  Payment of the Fee will be made via electronic transfer to an account designated by Host Location, or by any other means acceptable to OWLS.  Host Location will solely bear any and all bank charges or other transaction costs associated with the payment of the Fee. OWLS may offset any Fee by any amounts owed to OWLS by Host Location, or any expenses, charges, or other costs incurred by OWLS which are caused by Host Location.

It is the Host Location’s responsibility to keep entity, address, email, and other contact and banking information up to date and advise OWLS of changes.  Failure to do so can result in delays in receipt of payment.  OWLS will make up to three attempts to make payment via the information we have.  If we are unable to make payment for 90 days from the date of initial payment attempt, your payment – and all future payments owed – will be permanently forfeit.  If you later update your information, we will resume making future payments to you, but any prior forfeit payments will not be made.

Changes in Members.  Although Host Location will approve all its Members and sign all Member Agreements with those Members, the Members are OWLS Members, and not directly “members” of the HL or Host Location.  Host Location may not sue or otherwise take legal action against a Member pursuant with respect to this Agreement or the Member Agreement absent written approval from OWLS.  Moreover, OWLS is not obligated to take legal action against a Member unless OWLS, in its discretion, desires to do so.  If a Member desires to relocate its membership to another Host Location and OWLS approves such transfer, Host Location will fully cooperate with Member and OWLS to facilitate such transfer.

Use of Information. Location may receive from OWLS certain contact information of OWLS Members, event attendees, business associates, entities, vendors, suppliers, contractors, joint venturers, client lists, employees, prospects, agents and other contact information (each, a “Designated Party”), which is the proprietary information and exclusive property of OWLS. Without limited the above, a Designated Party shall include any persons who learned about the HL directly or indirectly through OWLS, an OWLS Member, another OWLS Host Location, or any OWLS events, web sites, or marketing campaigns.     Location will not contact or solicit any Designated Parties absent OWLS’s prior written consent.  If contacted by a Designated Party directly, Location will direct such Designated Party to proceed through OWLS, and will not deal with Designated Party directly except with OWLS’ consent.

From the Effective Date and for a period of one year following the Termination of this Agreement, Host Location will not, directly or indirectly: (i) induce or attempt to induce any Designated Party to discontinue their relationship with OWLS, nor their use of OWLS services or programs, or (ii) compete with OWLS by directly or indirectly recruiting or attempting to recruit a Designated Party to any relationship or transaction which competes with the business of OWLS. Host Location agrees that, in the event of a breach of this provision by Host Location, OWLS will be entitled to obtain an injunction, as monetary damages would be insufficient.  Moreover, Host Location shall not publish sell, transmit, or otherwise share any Designated Party information with any third party (including, without limitation, affiliated entities of Host Location) without OWLS’s prior written consent. Host Location agrees to use any Designated Party information only for the mutual business benefit of Host Location and OWLS, and all such use shall comport with all OWLS policies, as same shall be amended from time to time. Notwithstanding the above, nothing in this paragraph shall prohibit Host Location from any legal referral or other business relationship unrelated to use of the HL with a Designated Party.

This Agreement does not prohibit Host Location from subleasing space or providing services similar to those provided to Members outside of this Agreement, provided that any such persons are not “Designated Parties”.

Non-Circumvention Without limiting the above, Host Location specifically agrees not to not to circumvent, attempt to circumvent, or permit any other party or persons on its respective behalf to circumvent this Agreement or OWLS in any way, manner or form regarding any transaction involving any Designated Party during the term of this Agreement, and for two (2) years thereafter.  From the Effective Date and for a period of two (2) years following the Effective Date of this Agreement, Recipient agrees to conduct all of its transactions with any Designated Party through Company during the term of this Agreement and not to contact, call on or solicit, either directly or indirectly, any Designated Party of Company.

Termination.  If, upon Termination, Host Location has active Members that will not be concurrently terminating their use of the HL for at least the six months immediately following the Termination date (i.e., the Member will carry-over as a user of the HL following Termination), for each active Member at the time of Termination, Host Location will pay to OWLS an amount equal to the greater of: (1) the Poaching Fee, or (2) two full months of the non-terminating Member’s monthly dues immediately prior to the Termination (the “Termination Payment”).  The above Termination Payment is in addition to any other fees, expenses, damages or amounts which may be owed to OWLS.   For purposes of this Agreement, a Member who terminates their membership with OWLS because Host Location has hired the Member or Member joins Host Location as an employee, of counsel, partner, or some similar formal working relationship, shall be deemed to have been “poached” and the Poaching Fee shall be owed to OWLS (in this case, it would be considered a recruiting fee).

Short Term Bookings.  Notwithstanding any other provisions of this Schedule or the Agreement, for Short Term Bookings, Host Location need only supply the amenities and services as provided in the STBA, which shall prevail over any conflicting provisions of this Schedule or the Agreement. For example, unless otherwise agreed, HL will not need to provide 24 hours access, storage, mail or reception service for Short Term Bookings.   Moreover, all “Fees” will be collected from the Short Term Booking attorney in advance (the “STB Fee”).  Within thirty (30) days of the end of the use of the HL by the Short Term Booking attorney/firm pursuant to the STBA, OWLS will pay the STB Fee to HL (after deducting all bank fees), less an OWLS marketing and administrative fee of 20%.

The following provisions shall survive any Termination of this Agreement: Use of Information, Non-Circumvention and Poaching Fee.


Schedule B  – Pay & Post

For Location’s electing OWLS’ “Pay & Post” Option, OWLS will provide only the following Services (and not any of the other Services described on Schedule A):

  • publish the Location’s available space listing (the “Listing”) on the OWLS Site,
  • forward any inquiries to Location.

Without limiting the above, OWLS will not screen prospects, coordinate tours, handle contracts, nor take any payments or handle other financial or administrative aspects of your deals with Users.  This option is a “Classified ad” for the Listing only.  Moreover, all content and images must be directly uploaded by Location – OWLS will not be required to do any editing or changes to the Listing.  Moreover, although OWLS may – in its discretion – publicize the Listing through social media or other means besides the Site, OWLS is not obligated to do so.

Listing must contain accurate and truthful information, and cannot contain anything vulgar, defamatory, false, IP infringing, illegal, immoral or otherwise offensive (at OWLS sole discretion).

The Posting Fee for each Listing will be the fee displayed on the Site, and may change from time to time upon thirty days notice (with such notice being posted on the Site).  All Pay & Post Listings, as well as any additional “Featured Listing” Fees, must be paid in advance via credit card.  OWLS will automatically charge the same card on or about the first day of each calendar month until the Listing is terminated pursuant to the Agreement.  Failure to keep a current and valid credit card will result in termination of the Listing immediately.  No refunds for any reasons, and no partial months or pro-rations.

OWLS makes no promises or representations that you will fill or lease your space by listing with OWLS.

Location can terminate Listing, or convert from Schedule B to Schedule A, upon thirty days written notice to OWLS.

 

 


 

Schedule C  – Executive Suite Listing

This option is only available to Locations that operate executive suite, co-working facilities, incubators and similar shared-space operations. 

For Location’s electing OWLS’ “Executive Suite Listing” Option, OWLS will provide only the following Services (and not any of the other Services described on Schedule A):

  • publish the Location’s available space listing (the “Listing”) on the OWLS Site,
  • forward any inquiries to Location.

Without limiting the above, OWLS will not screen prospects, coordinate tours, handle contracts, nor take any payments or handle other financial or administrative aspects of your deals with Users.  This option is essentially a “Classified ad” for the Listing only.

Moreover, all content and images must be directly uploaded by Location – OWLS will not be required to do any editing or changes to the Listing.  Moreover, although OWLS may – in its discretion – publicize the Listing through social media or other means besides the Site, OWLS is not obligated to do so.

Listing must contain accurate and truthful information, and cannot contain anything vulgar, defamatory, false, IP infringing, illegal, immoral or otherwise offensive (at OWLS sole discretion).

Referral Fee

There is no charge to post a Listing.  If/when a lead that OWLS forward to Location enters into a service or similar agreement with Location (“Service Contract”), you agree to pay a referral fee equal to 10% of the total gross amount of the initial Service Contract (the “Referral Fee”).  The Referral Fee shall be owed only for the initial Service Contract, but not any renewals or extensions of the Service Contract.  However, if the original Service Contract is for less than six months, the Referral Fee shall be equivalent to one full regular month (excluding partial or free months, etc.) of the Service Contract payment payable to the Location by the referred lead.

Within five days of the effective date of the Service Contract, you will notify OWLS in writing the following information via email to contact@owlsuites.com:

  1. The name of the lead signing the Service Contract
  2. The total monthly fee, plus all deposits, startup fees and any other costs associated with the Service Contract.
  3. The total lengths of term of the Service Contract

Once OWLS receives this information from Location, OWLS will send an invoice (“Invoice”) for the Referral Fee.  Location must pay the Invoice within thirty days of the date of the invoice by check, credit card, or bank transfer.  Location will bear all transaction costs associated with the payment of the Referral Fee.

The entire Referral Fee accrues upon the effective date of the Service Contract, and must be paid to OWLS upon receipt of the Invoice, even if the Service Contract is terminated or breached.  No refunds shall be owed to Location by OWLS under any circumstances.

Other Terms

OWLS makes no promises or representations that you will fill or lease your space by listing with OWLS.

Listing is non-exclusive, and OWLS is not owed a Referral Fee for any Service Contracts other than for leads referred by OWLS.  Location can terminate Listing, or convert from Schedule C to Schedule A, upon thirty days written notice to OWLS.

Use of Information. Location may receive from OWLS certain contact information of OWLS Members, event attendees, business associates, entities, vendors, suppliers, contractors, joint venturers, client lists, employees, prospects, agents and other contact information (each, a “Designated Party”), which is the proprietary information and exclusive property of OWLS. Without limited the above, a Designated Party shall include any persons who learned about the HL directly or indirectly through OWLS, an OWLS Member, another OWLS Host Location, or any OWLS events, web sites, or marketing campaigns.     Location will not contact or solicit any Designated Parties absent OWLS’s prior written consent.  If contacted by a Designated Party directly, Location will direct such Designated Party to proceed through OWLS, and will not deal with Designated Party directly except with OWLS’ consent.

From the Effective Date and for a period of one year following the Termination of this Agreement, Host Location will not, directly or indirectly: (i) induce or attempt to induce any Designated Party to discontinue their relationship with OWLS, nor their use of OWLS services or programs, or (ii) compete with OWLS by directly or indirectly recruiting or attempting to recruit a Designated Party to any relationship or transaction which competes with the business of OWLS. Host Location agrees that, in the event of a breach of this provision by Host Location, OWLS will be entitled to obtain an injunction, as monetary damages would be insufficient.  Moreover, Host Location shall not publish sell, transmit, or otherwise share any Designated Party information with any third party (including, without limitation, affiliated entities of Host Location) without OWLS’s prior written consent. Host Location agrees to use any Designated Party information only for the mutual business benefit of Host Location and OWLS, and all such use shall comport with all OWLS policies, as same shall be amended from time to time. Notwithstanding the above, nothing in this paragraph shall prohibit Host Location from any legal referral or other business relationship unrelated to use of the HL with a Designated Party.

This Agreement does not prohibit Host Location from subleasing space or providing services similar to those provided to Members outside of this Agreement, provided that any such persons are not “Designated Parties”.

Non-Circumvention Without limiting the above, Host Location specifically agrees not to not to circumvent, attempt to circumvent, or permit any other party or persons on its respective behalf to circumvent this Agreement or OWLS in any way, manner or form regarding any transaction involving any Designated Party during the term of this Agreement, and for two (2) years thereafter.  From the Effective Date and for a period of two (2) years following the Effective Date of this Agreement, Recipient agrees to conduct all of its transactions with any Designated Party through Company during the term of this Agreement and not to contact, call on or solicit, either directly or indirectly, any Designated Party of Company.

In the event Location breaches any non-circumvention or similar obligation of this Agreement, in addition to all other rights, claims and remedies available to OWLS, at law or equity, Location unequivocally agrees to pay a retroactive marketing and management fee (the “Poaching Fee”) to OWLS of $2,500 per breach (i.e., per each lead that is Poached from OWLS by Location. The Poaching Fee must be paid within thirty (30) days of the later to occur of:  (1) the Termination Date, or (2) the date the breach (i.e., poaching) occurs.  The date the poaching occurs shall be deemed to be the earliest date in which Host Location enters into a transaction or received payment form a Designated Party in breach of this section.

Fees Net of Expenses.  All Fees described herein refer to the actual amounts received by OWLS, less any deductions or expenses such as credit card or third-party merchant processing fees.

Interest.  Any fee payable by Location under this Agreement shall accrue interest at 10% per year, or the maximum rate allowed by law, whichever is less, which shall be compounded daily and shall begin to accrue on the first date after the date on which payment was originally owed.

The following provisions shall survive any Termination of this Agreement: Use of Information, Non-Circumvention and Poaching Fee.

 


Schedule D  – Short Term Booking

If a Location elects the “Host Location” service option on a short term basis (a “Short Term Booking” or “STB”), they agree to be a “Host Location” or “HL” of OWLS, offering virtual and/or private office access, equipment and similar services to OWLS members and lawyers/law firms (collectively referred to herein as “Members”) at and through HL’s office premises pursuant to the terms of the Agreement, this Schedule, a Short Term Booking Agreement (“STBA”) to be executed by Member and HL.

For HL’s, OWLS will:

  • gather information about the HL and prospective Member (“Prospects”) requirements from Host Location,
  • market HL’s available space to current and prospective OWLS Members via the OWLS web site and various other marketing outlets,
  • forward qualifying prospects to HL and coordinate with HL on prospective Member tours of HL,
  • handle the preparation and coordinate the execution of the STBA,
  • collect the STB fee from Members,
  • pay all amounts owed to HL as required by this Schedule and the Agreement, and
  • work in good faith to resolve any disputes with Members or Host Locations.

OWLS will not verify or investigate any information provided by HL, Prospect or Members, and is not liable to anyone with respect to such information.  The decision to make or accept a STB is solely between HL and Prospect/Member. 

Host Location Responsibilities. Host Location will fully comply with all terms of this Agreement, all Member Agreements to which Host Location is a party, and all policies and rules of OWLS, including, without limitation, the OWL Suites Community Rules, as amended from time to time, which are incorporated by reference as if restated in full herein (the “Rules”).

In addition, Host Location will:

  • provide truthful and complete information about the HL to OWLS,
  • provide updated and/or corrected information to OWLS as necessary,
  • ensure a primary and/or secondary contact is available to OWLS and Members at all times,
  • ensure OWLS has current bank account information for the HL at all times,
  • cooperate and coordinate with OWLS regarding marketing of HL space (including, without limitation, receiving a Google address verification postcard for SEO purposes and providing the code to OWLS),
  • cooperate and coordinate with OWLS and Prospects regarding STB inquiries,
  • provide all services and fulfill all obligations to Members and to OWLS as provided in written STBA,
  • work in good faith to resolve any disputes with Members or OWLS,
  • treat all Members, and their guests and staff, with respect, professionalism and dignity,
  • cooperate with Host Location with respect to the onboarding and termination of Members.

Once Host Location and a Prospect enter into an STBA that is approved by OWLS, the Prospect shall be considered a “Member” of OWLS that is hosted by HL for purposes of this Schedule and the Agreement.

Member Fees and Revenue Split.  All payments related to a Member’s use and access to the HL (“STB Fees”) will be exclusively paid to OWLS.  Host Location will immediately forward to OWLS any such payments Host Location receives.  Host Location has no rights to such STB Fees, except as provided herein.  The revenue split described herein refers to actual STB Fees received by OWLS, less and transaction or other costs, charges or expenses.  OWLS has no obligation to make payment to Host Location of any portion of STB Fees not received, refunded, offset, or otherwise returned to or not collected from Members.

Of the Member Fees received by OWLS, OWLS will pay to Host Location the following:

  • an amount equal to 80% of the Member Fees OWLS receives (i.e., after deducting bank/merchant processing fees, etc.) from Members hosted by HL (the “STB Hosting Fee”).

OWLS will typically transfer the HL Hosting Fee on or about the 15th of the month along with its standard transfers to all other HLs.

 

 

Host Location Obligations to Members. Host Location will fully comply with all terms of the Agreement, this Schedule, and the STBA.  Host Location will maintain its HL lease in good standing at all times during the term of this Agreement and during the term of all STBA to which Host Location is a party.  Host Location has a great deal of discretion regarding the amenities, services, and space offered, their rules for use, and the charges for Member does for their HL Members.  However, at a minimum, Host Locations must provide (and cannot waive) the following:

    1. Reasonable access to HL during business hours (or as otherwise agreed in the STBA)
    2. Reasonable access to any and all amenities as agreed in the Member Agreement during business hours (or as otherwise agreed)
    3. Must provide access to conference rooms to Member if Member has it reserved (i.e., can’t “bump” them)
    4. Any Ancillary Service charges must be pre-agreed in writing

In addition to the Rules, Host Location may enact its own rules related to use of the HL, HL equipment, and access to conference rooms, amenities, etc. (“HL Rules”), provided that such HL Rules:

    1. are commercially reasonable
    2. are written and made available to Member prior to execution of the STBA (or are presented later to Member and expressly accepted by Member)
    3. apply to all same-level Members of the HL equally
    4. serve a business purpose of the HL
    5. do not unnecessarily interfere with the Member’s ability to use the HL as expected pursuant to the STBA.

If a Member complains to OWLS that any HL Rules violate the above, and OWLS determines, in OWLS sole discretion, that any HL Rule is improper or is being applied unfairly, OWLS may: demand that the Host Location revoke or amend the offending HL Rule(s) and/or its application.  If Host Location does not, to OWLS’ satisfaction modify or amend the HL Rule, OWLS may consider Host Location in breach of the STBA and this Agreement, terminate the Member Agreement for Cause, and release Member from further obligation.  In such instance, Host Location may be liable to Member for reasonable expenses for damages incurred by Member in relocating.

Ancillary Fees.  All STB Fees, as that term is defined in the STBA, must be paid to OWLS. However, OWLS will not bill or collect from Members any amounts for: (1) variable expenses such as copy charges, parking validations, etc.; nor (2) labor charges such as hourly charges for paralegals or administrative support charged to Member (collectively, “Ancillary Fees”).  Ancillary Fees will be invoiced and paid directly between Member and Host Location, and a copy of such invoices will be sent to OWLS. 

Fees Net of Expenses.  All Fees described herein refer to the actual amounts received by OWLS, less any deductions or expenses such as credit card or third-party merchant processing fees.

Payment.   Payment of the STB Hosting Fee will be made to HL via electronic transfer to an account designated by Host Location, or by any other means acceptable to OWLS.  Host Location will solely bear any and all bank charges or other transaction costs associated with the payment of the STB Hosting Fee. OWLS may offset any STB Hosting Fee by any amounts owed to OWLS by Host Location, or any expenses, charges, or other costs incurred by OWLS which are caused by Host Location.

It is the Host Location’s responsibility to keep entity, address, email, and other contact and banking information up to date and advise OWLS of changes.  Failure to do so can result in delays in receipt of payment.  OWLS will make up to three attempts to make payment via the information we have.  If we are unable to make payment for 90 days from the date of initial payment attempt, your payment – and all future payments owed – will be permanently forfeit.  If you later update your information, we will resume making future payments to you, but any prior forfeit payments will not be made.

Changes in Members.  Although Host Location will approve all its Members and sign all Member Agreements with those Members, the Members are OWLS Members, and not directly “members” of the HL or Host Location.  Host Location may not sue or otherwise take legal action against a Member pursuant to this Agreement or the STBA absent written approval from OWLS.  Moreover, OWLS is not obligated to take legal action against a Member unless OWLS, in its discretion, desires to do so.

Use of Information. Location may receive from OWLS certain contact information of OWLS Members, event attendees, business associates, entities, vendors, suppliers, contractors, joint venturers, client lists, employees, prospects, agents and other contact information (each, a “Designated Party”), which is the proprietary information and exclusive property of OWLS. Without limited the above, a Designated Party shall include any persons who learned about the HL directly or indirectly through OWLS, an OWLS Member, another OWLS Host Location, or any OWLS events, web sites, or marketing campaigns.     Location will not contact or solicit any Designated Parties absent OWLS’s prior written consent.  If contacted by a Designated Party directly, Location will direct such Designated Party to proceed through OWLS, and will not deal with Designated Party directly except with OWLS’ consent.

From the Effective Date and for a period of one year following the Termination of this Agreement, Host Location will not, directly or indirectly: (i) induce or attempt to induce any Designated Party to discontinue their relationship with OWLS, nor their use of OWLS services or programs, or (ii) compete with OWLS by directly or indirectly recruiting or attempting to recruit a Designated Party to any relationship or transaction which competes with the business of OWLS. Host Location agrees that, in the event of a breach of this provision by Host Location, OWLS will be entitled to obtain an injunction, as monetary damages would be insufficient.  Moreover, Host Location shall not publish sell, transmit, or otherwise share any Designated Party information with any third party (including, without limitation, affiliated entities of Host Location) without OWLS’s prior written consent. Host Location agrees to use any Designated Party information only for the mutual business benefit of Host Location and OWLS, and all such use shall comport with all OWLS policies, as same shall be amended from time to time. Notwithstanding the above, nothing in this paragraph shall prohibit Host Location from any legal referral or other business relationship unrelated to use of the HL with a Designated Party.

This Agreement does not prohibit Host Location from subleasing space or providing services similar to those provided to Members outside of this Agreement, provided that any such persons are not “Designated Parties”.

Non-Circumvention Without limiting the above, Host Location specifically agrees not to not to circumvent, attempt to circumvent, or permit any other party or persons on its respective behalf to circumvent this Agreement or OWLS in any way, manner or form regarding any transaction involving granting access to HL’s Location or equipment to any Designated Party during the term of this Agreement, and for two (2) years thereafter.  From the Effective Date and for a period of two (2) years following the Effective Date of this Agreement, Recipient agrees to conduct all such transactions with any Designated Party through OWLS during the term of this Agreement and not to contact, call on or solicit, either directly or indirectly, any Designated Party of OWLS.

Poaching Fee.  “Poaching” refers to a situation in which Host Location enters into a direct contractual relationship with a Designated Party to provide office or virtual office space to the Designated Party, or otherwise circumventions this Agreement.   In the event Host Location breaches any non-circumvention or similar obligation of this Agreement, in addition to all other rights, claims and remedies available to OWLS, at law or equity, Host Location unequivocally agrees to pay a retroactive marketing and management fee (the “Poaching Fee”) to OWLS of $1,000 per breach (i.e., per each STB Member or STB Prospect that is Poached from OWLS by Host Location. The Poaching Fee must be paid within thirty (30) days of the date the breach (i.e., the poaching) occurs.  The date the poaching occurs shall be deemed to be the earliest date in which Host Location enters into a transaction or received payment form a Designated Party in breach of this section.

Termination.  If, upon Termination, Host Location has active Members that will not be concurrently terminating their use of the HL for at least the six months immediately following the Termination date (i.e., the Member will carry-over as a user of the HL following Termination), for each active Member at the time of Termination, Host Location will pay to OWLS an amount equal to the greater of: (1) the Poaching Fee, or (2) two full months of the non-terminating Member’s monthly dues immediately prior to the Termination (the “Termination Payment”).  The above Termination Payment is in addition to any other fees, expenses, damages or amounts which may be owed to OWLS.   For purposes of this Agreement, a Member who terminates their membership with OWLS because Host Location has hired the Member or Member joins Host Location as an employee, of counsel, partner, or some similar formal working relationship, shall be deemed to have been “poached” and the Poaching Fee shall be owed to OWLS (in this case, it would be considered a recruiting fee).

Short Term Bookings.  Notwithstanding any other provisions of the Agreement, for Short Term Bookings, Host Location need only supply the amenities and services as provided in the STBA, which shall prevail over any conflicting provisions of this Schedule or the Agreement. For example, unless otherwise agreed, HL will not need to provide 24 hours access, storage, mail or reception service for Short Term Bookings.   Moreover, all “Fees” will be collected from the Short Term Booking attorney in advance (the “STB Fee”).  Within thirty (30) days of the end of the use of the HL by the Short Term Booking attorney/firm pursuant to the STBA, OWLS will pay the STB Fee to HL (after deducting all bank fees), less an OWLS marketing and administrative fee.

The following provisions shall survive any Termination of this Agreement: Use of Information, Non-Circumvention and Poaching Fee.