Terms and conditions

General Terms and Conditions

IMPORTANT: This is your membership agreement. Please read it carefully as it is a legal contract and is enforceable under a court of law.

OfficeFlex, LLC, a Maryland limited liability company ("OfficeFlex") provides business services, individual office space and shared working space for small business owners, freelance professionals, entrepreneurs, remote workers and other individuals in need of physical workspace (the "Services") for its members (the "Membership"). By opening a membership account with OfficeFlex and by acknowledging and agreeing to the T&C (as defined below) the undersigned shall be deemed a member (the "Member"). For the avoidance of doubt, the term "Member" shall include the individual holding the Membership in OfficeFlex's records and any and all primary user(s) or additional user(s) identified in such records (each and all of which are required to agree to the T&C in order to utilize the Services). For the avoidance of doubt, Member acknowledges and agrees that, while a Member's business entity name may be used in transacting business in connection with the Membership, Member must be a natural person (i.e., not an entity) in order to create a Membership account. The Services OfficeFlex provides to Member are subject to the following Terms and Conditions (the "T&C").

1. ​ OfficeFlex Membership Account; Agreement to the T&C. Member acknowledges that the Membership application process appearing on the "Create Account" section of OfficeFlex's website is incorporated into the T&C by reference. In connection with creating a Membership account, Member will be prompted to review the T&C and will not be able to proceed with creating an account unless and until the T&C is opened, reviewed (as indicated by clicking the "Close" button at the bottom of the T&C), and agreed by checking the box acknowledging review and acceptance of the T&C on the "Create Account" webpage. Membership registration cannot proceed without review and agreement to the T&C. By taking the aforementioned actions, Member acknowledges and agrees that Member has read the terms of the T&C and all accompanying documents incorporated herein and therein by reference (including, but not limited to, any exhibits, schedules, attachments, addenda, or other referenced documents). OfficeFlex and Member agree that electronic signatures of the parties included in the "Create Account" section of OfficeFlex's website are intended to authenticate the T&C and have the same force and effect as manual signatures. "Electronic signature" means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record (including, but not limited to, selecting the "Close" button upon reviewing the T&C, "checking the box" as outlined in this Section 1 on the "Create Account" section of OfficeFlex's website, and the act of electronic payment of the Membership Fee as described below). Member shall be required to provide credit card or other payment information in order to pay the Membership Fee (as defined below) and to complete the registration process. Member's completion of the registration process shall be deemed a secondary electronic signature for purposes of the T&C and shall evidence Member's agreement to pay the Membership Fee in accordance with the T&C.

2. ​ Available Membership Tiers and Amenities. Member has selected one of the following Membership Tiers, entitling Member to the Services generally and the specific services and amenities as identified below, for an initial period of three (3) months ("Initial Term"), subject to automatic renewal in accordance with the terms of Section 4(d) below

   (a) Tier 1. For a set monthly fee, Tier 1 Membership includes an addressed mailbox and the convenience of acceptance of any packages from any carrier. For the avoidance of doubt, Tier 1 Members will not have access to a desk, office, co-working space, or any other amenities at the selected location.

   (b) Tier 2.. For a set monthly fee, Tier 2 Membership includes all the benefits of Tier 1 plus four (4) hours of conference room use per month and access to any cafes, coffee bars and restrooms to the extent available at the selected location.

   (c) Tier 3. For a set monthly fee, Tier 3 Membership includes all the benefits of Tier 1 and Tier 2 plus (i) access to "hot desks" (i.e., free-standing desks on a first-come first-served basis), (ii) wireless internet ("wifi"), and (iii) increased conference room use, and (iv) to the extent available at the selected location, access to designated children's play spaces. Additional terms and conditions apply to the use of designated children's play spaces.

   (d) Tier 4. This premium Membership includes all the benefits of Tier 1, Tier 2, and Tier 3 plus (i) access to a dedicated private office and (ii) unlimited conference room usage. The monthly fee for premium Membership varies depending on the nature of the office space and the specific office location.

   ​ Conference room use is subject to availability through OfficeFlex's Online Booking System and subject to applicable terms and conditions available on the OfficeFlex member portal. Access to conference rooms is on a first-come, first-served basis, during hours specified by OfficeFlex.

   ​ All Membership Tiers include common area housekeeping and cleaning services and the emptying of private office trash receptacles at a time and frequency as determined by OfficeFlex in its sole discretion ("Maintenance Services"). Tier 4 premium Membership includes weekly Maintenance Services; provided, however, it is Member's responsibility to place any trash outside Member's assigned private office on a day and time specified by OfficeFlex. Otherwise, Member is responsible for trash removal. For an additional fee, private office cleaning on a weekly, biweekly, or monthly basis is available for Tier 4 members. Parking is available to Members for an additional fee on an as-available basis. If interested in learning more about additional services, please visit the OfficeFlex membership portal. Additional terms and conditions apply.

   ​ Notwithstanding anything to the contrary herein, OfficeFlex reserves the right, in its sole but reasonable discretion, to modify or change the availability or scope of any offered amenities in connection with any Tier of Membership upon at least thirty (30) days' prior written notice. Upon at least thirty (30) days' prior written notice, Member may modify its Membership Tier selection or make other changes to the Membership by logging into the Member's online OfficeFlex account. Member acknowledges and agrees that modifications may be subject to additional fees and shall become effective on the last day of the month following the notice period.

3. ​ License of the Space and Applicable Amenities. By agreeing to the T&C and by purchasing the Membership, Member has licensed the right to use the space and/or such other amenities associated with the selected Membership Tier (collectively, the "Space") and has the right to the reasonable use of the Space in accordance with the T&C. Member acknowledges that OfficeFlex may enter the Space at any time for any purpose and may suspend or discontinue any portion of the Services (including use of the Space) for any reason at any time; provided, however, that OfficeFlex will attempt to notify Member verbally or electronically in advance of such suspension or discontinuance, except in the case of routine maintenance or emergency. For the avoidance of doubt, in no event shall Member be entitled to a refund of any fees paid by Member in connection with the Membership as a result of any such changes or modifications to the Services.

4. ​ Membership Fees and Payment.

   (a) Fees. The term "Membership Fee" refers to all fees associated with the Membership Tier selected and as previously acknowledged and agreed to by Member upon purchase of the Membership and shall include, but not be limited to, any fees due and payable to OfficeFlex in connection with the Membership incurred by Member due to renewal, modification or otherwise. OfficeFlex's Membership Fee payment schedule is as follows: (i) the Initial Term payment shall be made at the time the Membership is purchased, and in the amount specified on the "Create Account" section of OfficeFlex's website and (ii) upon the expiration of the Initial Term, payments will be paid on a monthly basis in accordance with subsection (d) below ("Membership Fee Schedule"). Member acknowledges and agrees that if additional amenities are added to the Membership, Member will abide by the terms of payment associated therewith in addition to those set forth in the Membership Fee Schedule, if any. The Membership Fee may be subject to increases from time-to-time, to be determined in OfficeFlex's sole discretion, to take effect following thirty (30) days' notice to Member (or at such other time as specified in the T&C). Member shall pay the Membership Fee in accordance with the terms of the Membership Fee Schedule. Member agrees to pay the Membership Fee via a major credit card (or other approved method as may be deemed acceptable by OfficeFlex). All fees paid in connection with the Membership are non-refundable.

   (b) Late Payment. Member acknowledges and agrees that if Member fails to pay the Membership Fee in accordance with the Membership Fee Schedule or otherwise, or makes a Wrongful Cancellation (as defined in subsection (c) herein), any access cards, keys or fobs (collectively, "fobs") issued to Member in connection with the Space will cease to operate after ten (10) days following a delinquent payment or Wrongful Cancellation, and Member will thereafter have no access to the Space or any personal property maintained therein until such time as all outstanding amounts due are paid in full (including, but not limited to, any applicable Late Fee (as defined below); provided, however, OfficeFlex reserves the right to immediately terminate the Membership, all Services, and access to the Space in the event of a late payment, including, but not limited to, any payment that is late due to insufficient funds, in its sole discretion. Regardless of whether OfficeFlex chooses to exercise such cancellation right, Member agrees to pay a late fee of fifteen percent (15%) on all overdue balances, compounding monthly ("Late Fee") in addition to the overdue balance. OfficeFlex's waiver of its termination right pursuant to this Section 3(b) shall not be deemed a waiver of such right as to any future late payment. Member shall reimburse OfficeFlex for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. Member agrees to waive any and all rights of set off as to the Membership Fee.

   (c) No chargebacks. Upon cancellation by Member of any Membership Fee payment due and payable in connection with the Membership, for any reason and in any manner (including, but not limited to, initiating a cancellation of the Membership Fee payment directly through the credit card company) ("Wrongful Cancellation"), Member acknowledges and agrees (i) to pay the Late Fee in addition to any overdue balance, and (ii) that it shall be responsible for all OfficeFlex's reasonable attorneys' fees and reasonable costs associated with obtaining payment. OfficeFlex reserves all rights at equity and at law available in order to pursue collection of any outstanding fees in connection with such Wrongful Cancellation.

   (d) Renewal. Upon expiration of the Initial Term, unless and until the Membership is otherwise terminated in accordance with Section 3(e) below, Member acknowledges and agrees that the Member's credit card shall automatically be charged the Membership Fee on the first of the month immediately following expiration of the Initial Term and thereafter on a monthly basis.

   (e) Termination. After expiration of the Initial Term, either party may terminate the Membership without cause upon thirty (30) days' prior written notice to the other party, upon which the Membership shall terminate on the date that is the last day of the month following such notice period. For example, if notice is provided on March 15th, the Membership will expire on April 30th. Notwithstanding the foregoing, OfficeFlex may terminate the Membership at any time upon a material breach of the T&C by Member, such materiality to be determined by OfficeFlex in its sole but reasonable discretion. Immediately upon termination, Member shall (i) return all fobs to us which were furnished to Member in connection with the Membership; (ii) ensure that all OfficeFlex property provided in connection with the Membership is returned to OfficeFlex; (iii) remove any personal property remaining in the Space; and (iv) to the extent applicable, ensure that the Space is clean and tidy. Any fobs issued in connection with the Membership will cease to operate at 11:59 p.m. on the day of termination. OfficeFlex reserves the right to remove any personal property of Member remaining in the Space if not removed immediately by Member upon termination.

5. ​ Insurance. OfficeFlex strongly encourages its Members to carry an insurance policy to cover Member's liability and any personal property used in the Space. Member waives any right of subrogation and right of recovery or cause of action for any damage or theft, destruction, or loss of property, or any injury including death to the extent the same is insured against any insurance policy which Member may have.

6. ​ Release and Indemnity. Member hereby releases, agrees to indemnify, defend and hold harmless OfficeFlex, and OfficeFlex's current and future affiliates, officers, directors, agents, shareholders, members, representatives, employees, successors and assigns (collectively, "Affiliates"), jointly and individually, from and against any and all claims, liabilities, losses, damages, costs, expenses (including, without limitation, reasonable attorneys' and consultants' fees and costs), judgments, fines and penalties based upon or arising out of Member's negligent actions, errors, omissions, willful misconduct and/or fraud in connection the Membership or with the breach of the T&C by Member or by Member's Guests' (as defined below) participation in or use of the Services (including, but not limited to, any third-party claims for infringement in connection with the license granted by Member to OfficeFlex in Section 12 of the T&C). Member further agrees that in the event Member brings a claim or lawsuit in violation of the T&C, Member shall be liable for any attorneys' fees and costs incurred by OfficeFlex and its Affiliates in connection with the defense of such claim or lawsuit.

7. ​ Waiver and Disclaimer of Warranties. To the maximum extent permitted by applicable law, OfficeFlex provides the Services "as is" and with all faults, and hereby disclaims with respect to the Services all warranties and conditions, whether express, implied or statutory, including but not limited to: merchantability, fitness for a particular purpose, AND/OR LACK OF NEGLIGENCE. THE ENTIRE RISK AS TO THE QUALITY OR ARISING OUT OF PARTICIPATION IN OR THE USE OF THE SERVICES, AND THE space, REMAINS WITH THE MEMBER AND MEMBER HEREBY WAIVES ALL RIGHTS OF RECOVERY FOR ANY LOSS RELATED TO MEMBER'S ACCESS TO, PARTICIPATION IN OR USE OF the SERVICES, WHERE SUCH LOSSES ARE THE RESULT OF officeflex's NEGLIGENCE.

8. ​ Exclusion of Incidental, Consequential, and Certain Other Damages. To the maximum extent permitted by applicable law, in no event shall OfficeFlex or its Affiliates, jointly and individually be liable for any direct, special, incidental, indirect, punitive, consequential or other damages whatsoever (including, but not limited to damages for: loss of profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty (including of good faith or of reasonable care, negligence, and any other pecuniary or other loss whatsoever) arising out of or in any way related to the participation in or inability to participate in the Membership or use the Services, the provision of or failure to provide the Services, or otherwise under or in connection with any provision of the T&C, even in the event of default, tort (including negligence), strict liability, breach of contract or breach of warranty of OfficeFlex, and even if OfficeFlex has been advised of the possibility of such damages.

9. ​ Limitation of Liability and Remedies. THE ENTIRETY OF MEMBER'S RIGHTS IN CONNECTION WITH THE MEMBERSHIP AND UNDER THE T&C ARE ENFORCEABLE ONLY AGAINST OFFICEFLEX, AND MEMBER HEREBY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL RIGHTS OF RECOVERY WHICH MEMBER MAY HAVE AGAINST OFFICEFLEX OR ANY AFFILIATES, SUCCESSORS, AND ASSIGNS. NOTWITHSTANDING ANY DAMAGES THAT MEMBER MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF OFFICEFLEX OR ANY OF ITS AFFILIATES, SUCCESSORS, AND ASSIGNS UNDER ANY PROVISION OF THE T&C AND MEMBER'S EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO ACTUAL DAMAGES INCURRED BY MEMBER UP TO A MAXIMUM OF THE TOTAL FEES PAID BY MEMBER BETWEEN THE EFFECTIVE DATE OF MEMBERSHIP AND THE DATE ON WHICH THE CLAIM ARISES.

10. ​ Confession of Judgment. IF MEMBER BREACHES THE TERMS OF ITS MEMBERSHIP (INCLUDING, BUT NOT LIMITED TO, THE T&C), INCLUDING WITHOUT LIMITATION, MEMBER'S FAILURE TO PAY ANY AMOUNT DUE HEREUNDER WITHIN TEN (10) DAYS AFTER SUCH PAYMENT HEREUNDER WAS DUE AND OWING, MEMBER HEREBY APPOINTS AND AUTHORIZES ANY ATTORNEY OF ANY COURT OF RECORD TO BE MEMBER'S TRUE AND LAWFUL ATTORNEY‑IN‑FACT, AND IN MEMBER'S NAME AND STEAD, TO ACKNOWLEDGE SERVICE OF ANY AND ALL LEGAL PAPERS ON ANY KIND OF SUIT BROUGHT FOR COLLECTION OF ANY OBLIGATION HEREIN AND TO APPEAR FOR MEMBER IN ANY COURT OF COMPETENT JURISDICTION IN THE STATE OF MARYLAND OR ANY OTHER STATE OR TERRITORY OF THE UNITED STATES OF AMERICA AND TO ACKNOWLEDGE AND CONFESS JUDGMENT AGAINST MEMBER AND IN FAVOR OF OFFICEFLEX OR ITS AFFILIATES, SUCCESSORS OR ASSIGNS FOR (I) THE ENTIRE AMOUNT DUE HEREUNDER, AND (II) COURT COSTS. IN ADDITION, TO THE EXTENT PERMITTED BY LAW, MEMBER AUTHORIZES ANY ATTORNEY ADMITTED TO PRACTICE BEFORE ANY COURT OF RECORD IN THE UNITED STATES, OR THE CLERK OF SUCH COURT, TO APPEAR ON BEHALF OF MEMBER AND TO CONFESS JUDGMENT IN ANY SUCH COURT AGAINST MEMBER IN THE AMOUNT OF EITHER, AT OFFICEFLEX'S ELECTION: (X) ATTORNEYS' FEES OF FIFTEEN PERCENT (15%) OF ALL AMOUNTS DUE IN CONNECTION WITH THE MEMBERSHIP AND THE T&C; OR (Y) THE ACTUAL ATTORNEYS' FEES INCURRED BY OFFICEFLEX OR ITS AFFILIATES. MEMBER HEREBY WAIVES THE RIGHT OF APPEAL AND STAY OF EXECUTION. This provision shall not limit the obligation of Member to pay all reasonable attorneys' fees incurred by OfficeFlex in connection with the Membership. Notwithstanding the amount of attorneys' fees for which judgment may be confessed hereunder, OfficeFlex agrees to use reasonable efforts to retain counsel who will charge OfficeFlex only for time and expenses at customary hourly rates, and OfficeFlex will not enforce the attorney's fee portion of any confessed judgment for an amount in excess of the actual fees and expenses charged to OfficeFlex by its counsel in connection with confessing judgment against Member and collecting on such judgment.

11. ​ Force Majeure. OfficeFlex shall not be liable or responsible to Member, nor be deemed to have defaulted under or breached the T&C or any other terms of the Membership, for any failure or delay in fulfilling or performing any term hereof, when and to the extent such failure or delay is caused by or results from acts beyond OfficeFlex's control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, pandemics or epidemics (including, but not limited to, the ongoing COVID-19 pandemic) or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the effective date of Membership; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) shortage of adequate power or transportation facilities; and (i) other events beyond the control of OfficeFlex.

12. ​ Relationship of the Parties. Neither the Membership nor the T&C shall create or be deemed to create any agency, partnership or joint venture or other form of joint enterprise, employment or fiduciary relationship between OfficeFlex and Member, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. Notwithstanding the foregoing, by becoming a Member and acknowledging the T&C and receiving the benefits of Membership, Member hereby gives, irrevocably permits, authorizes, grants, and licenses OfficeFlex and its Affiliates, the right to display, exhibit, transmit, broadcast reproduce, record, photograph, digitize, modify, alter, edit, adapt, create derivative works, exploit, sell, rent, license, otherwise use, and permit others to Member's name, image (which may include certain trademarks, logos, copyrights, or other intellectual property rights), and likeness, and all materials created by or on behalf OfficeFlex that incorporate any of the foregoing (the "Materials") in perpetuity throughout the universe in any medium or format whatsoever now existing or hereafter created, including but not limited to, in and on advertising and promotional materials, press releases, the internet and other digital transmission or delivery methods (including, but not limited to, on OfficeFlex's website), mobile applications, on any platform and for any purpose, including but not limited to advertising, public relations, publicity, packaging, and promotion of OfficeFlex and its Affiliates and their businesses, products, and services, without further consent from or royalty, payment, or other compensation to Member and Member covenants that it has all right, title, and interest in the Materials and has the authority to grant the license herein. To the fullest extent permitted by applicable law, Member hereby irrevocably waives all legal and equitable rights relating to all liabilities, claims, demands, actions, suits, damages, and expenses, including but not limited to claims for copyright or trademark infringement, infringement of moral rights, libel, defamation, invasion of any rights of privacy (including intrusion, false light, public disclosure of private facts, and misappropriation of name or likeness), violation of rights of publicity, physical or emotional injury or distress, or any similar claim or cause of action in tort, contract, or any other legal theory, now known or hereafter known in any jurisdiction throughout the world (collectively, "Claims"), arising directly or indirectly from the exercise of OfficeFlex's and its Affiliates' rights under this Section 12 or the production, exhibition, exploitation, advertising, promotion, or other use of the Materials, and whether resulting in whole or in part from the negligence of OfficeFlex or any other person, and Member hereby covenants not to make or bring any such Claim against OfficeFlex or any of its Affiliates and forever releases and discharges OfficeFlex and any of its Affiliates from liability under such Claims. Member understands that OfficeFlex is relying on Member's agreement to the T&C and will incur significant expense in reliance on the T&C, and Member agrees that the T&C cannot be terminated, rescinded, or modified, in whole or in part, except by OfficeFlex in its sole discretion.

13. ​ Membership Code of Conduct. As a Member, and in accordance with the T&C, Member acknowledges and agrees to abide by OfficeFlex's "code of conduct" as set forth in this Section 13. Member acknowledges and agrees the Membership may be revoked in OfficeFlex's sole discretion for violations of this Section 13 and that OfficeFlex reserves the right to modify this code of conduct (or any other terms of the T&C) in its sole discretion. Member shall (a) demonstrate respect for all other members, the Space, employees and other staff members of OfficeFlex; (b) be mindful and considerate of the other members who are using the Space in order to conduct their daily business activities and refrain from harassing, defamatory, obscene, indecent, or threatening conduct; (c) engage in reasonable use of all Membership amenities (and only those amenities included within Member's specific Membership Tier); (d) ensure that all furniture included within the Membership (to the extent applicable) shall remain in its intended location; (e) be responsible and respectful with internet usage and not engage in bit-torrent, bitcoin mining, or illegal online activities over our internet connection; and (f) respect the privacy, confidentiality, property, and data of other members. Member acknowledges and agrees that OfficeFlex maintains a pet-free environment and that Member shall not allow any animals into the Space, with the exception of licensed service animals upon notice to OfficeFlex. Members are expected to keep their workspaces and the common areas clean and suitable for all members to enjoy. If Member discovers any problems, including, but not limited to, issues with plumbing, electrical, heating, cooling, roofing, flooding, equipment, furniture, wifi, network, etc., Member shall bring these items to OfficeFlex's attention as soon as possible so that these issues may be addressed by OfficeFlex in a timely manner. Member acknowledges and agrees that any fob(s) received in connection with the Membership are for the use of the specific assigned user only. Member shall not share fobs, usernames, or passwords associated with the Membership account with any third-party, including other members of OfficeFlex.

14. ​ COVID-19; Other Pandemics/Epidemics. In an effort to keep OfficeFlex a healthy workspace, Member acknowledges and agrees that, to avoid the Space becoming a COVID "hot spot" (or a "hot spot" for any other viruses, diseases, infections, etc. associated with any pandemic or epidemic, collectively "Pandemics"), if Member is feeling sick, or has a fever, cough, or other symptom of illness, or any Guest (as defined below) is showing signs of illness, Member or Guest shall refrain from entering the Space. In the event of illness associated with any Pandemics, upon obtaining a positive test result, or upon becoming aware of exposure to someone who has tested positive, Member agrees to immediately notify OfficeFlex to allow for proper cleaning measures and/or contact tracing. In the event Member tests positive for or has been exposed to any illness associated with any Pandemics, and is required to quarantine, as a courtesy, OfficeFlex may arrange a prorated credit of the Membership Fee until Member is able to safely return to the Space. OfficeFlex's full Pandemic Policy is available on the Member account page of the OfficeFlex website, and is incorporated by reference into the T&C.

15. ​ Guest Policy. Occasional guests, clients, and outside collaborators of Member (each a "Guest", and collectively, "Guests") are permitted to use the Space in connection with meetings and other legitimate business purposes of the Member. Member acknowledges and agrees that any meetings shall be contained in and confined to the appropriate conference room or other appropriate portion of the Space so as not to disturb other members; provided, however, that Guests may not occupy the Space. Member acknowledges and agrees that any Guest regularly using or anticipated to use the Space must be named in the Membership and agree to the T&C.

16. ​ Compliance with Laws. Member represents and warrants that Member is 18 years of age or older. Member shall comply with all applicable laws, statutes, ordinances, regulations and rules with respect to Member's use of the Space and the conduct of Member's business. Member shall not use the Space or Membership for any unlawful purpose or in order to conduct any unlawful business venture, activity or enterprise.

17. ​ Member Covenants.

    (a) Confidentiality. From time to time during the Membership, OfficeFlex or another member (as the "Disclosing Party") may disclose or make available to Member (as the "Receiving Party"), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party's breach of this Section 17; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party's possession prior to Disclosing Party's disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would use to protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under the T&C; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party and its Affiliates who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under the T&C. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party's sole cost and expense, a protective order or other remedy. For purposes of this Section 17 only, Receiving Party and its Affiliates shall mean the Receiving Party's affiliates and its or their employees, officers, directors, shareholders, partners, members, managers, agents, independent contractors, service providers, sublicensees, subcontractors', attorneys, accountants, and financial advisors. OfficeFlex reserves the right at all times to disclose any information about Member and Member's participation in the Membership and use of the Services as OfficeFlex deems necessary to satisfy any applicable law, regulation, legal process or governmental request (or as otherwise agreed by Member pursuant to Section 12 herein).

    (b) Non-Disparagement. Member shall, during and after the participation in and use of the Services, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding OfficeFlex, any of its Affiliates, its policies, services or products, other than to comply with a court order or applicable law.

    (c) Harm. Member acknowledges and agrees that any violation by Member of any of the covenants contained in this Section 17 would cause immediate, material and irreparable harm to OfficeFlex, which may not adequately be compensated by money damages, and, therefore, to the extent consistent with applicable substantive and procedural law, OfficeFlex shall be entitled to injunctive relief without the posting of a bond or the requirement of any other guarantee or security, any other form of equitable relief, (including, without limitation, one or more temporary restraining orders, preliminary injunctions and/or ex parte restraining orders) in addition to, and not in derogation of, any other remedies provided by law, in equity or otherwise for such a violation, including, but not limited to, the right to have such covenants specifically enforced by any court of competent jurisdiction and the right to require Member to account for and pay over to OfficeFlex all benefits derived or received by Member as a result of any such breach of covenant, together with interest thereon, from the date of such initial violation until such sums are received by OfficeFlex. If OfficeFlex files suit to enforce this Section 17, or if the Member files suit to determine the validity of all or any part of this Section 17 or the T&C generally, the prevailing party shall be entitled to recover its attorneys' fees and expenses incurred in connection with that action.

    (d) Enforceability. Member intends that the T&C shall be enforceable to the fullest extent permitted by law. In the event that any court of competent jurisdiction holds any provision of this Section 17 to be invalid or unenforceable, the parties agree that such provision shall be modified to render it enforceable. OfficeFlex and the Member agree that the invalidity or unenforceability of any such provision shall not affect or limit the validity or enforceability of the other provisions hereof.

    (e) Authority. Member represents and warrants that (i) it has the full right, power, and authority to enter into the Membership and the T&C and to perform its obligations in connection therewith; and (ii) owns and operates its own lawful business. Member covenants, represents, acknowledges, and agrees that any credit card used to pay the Membership Fee shall be (x) in the Member's name as credit card holder or (y) if not in Member's name, expressly authorized for Member's use to pay the Membership Fee by the credit card holder. Any credit card used as described in subsection (y) herein, may be subject, in OfficeFlex's sole discretion, to acknowledge the T&C and/or become an authorized user of the Membership.

18. ​ Access to Premises & Security.

    (a) Access. Member acknowledges that access to the Space is controlled by a monitored door access system. This system is utilized by OfficeFlex for security purposes and may be used, in OfficeFlex's sole but reasonable discretion, to collect usage date on Member. In connection with the Membership, Member shall receive a "fob" that will control access to the Space. This fob is for Member's use only and is not to be shared with anyone other than those authorized and identified as authorized users in the Membership account. Additional authorized users may be added to the Membership, in OfficeFlex's discretion but may incur an additional fee. Member must have a fob or digital key on a smartphone (i.e., mobile credential) to gain access to the Space which shall be locked one hundred percent (100%) of the time except during events when the door is monitored by OfficeFlex staff. This fob will allow Member to access the Space twenty-four (24) hours per day and seven (7) days per week. Member acknowledges and agrees that Member is personally responsible for the actions taken by any Guest or other individual permitted to access the Space by Member. Members are expected to only use their personal fob or mobile credential to enter the Space and not access the Space by other means (e.g., following another member into the Space). The data collected by OfficeFlex is vital information about use of the Space that assists OfficeFlex and its Affiliates in making business decisions.

    (b) Security & Monitoring. The Space includes security cameras. Member acknowledges that, except with respect to any security cameras that may be located in conference rooms, all security cameras will include both a visual and audio recording. OfficeFlex shall not place any security cameras in any private areas of the Space, including, but not limited to, office spaces included as part of Tier 4 Membership. Footage will be reviewed in the event of theft, damage or other impropriety. Footage will be saved for a limited period of time. In the event Member experiences a theft or damage to personal or OfficeFlex's property, please contact OfficeFlex immediately. Additional information in connection with our Video Surveillance and Security Policy is available on the OfficeFlex website, and is incorporated by reference into the T&C.

19. ​ Damage to the Space. Other than reasonable wear and tear, which shall be determined by OfficeFlex in its sole discretion, Member is liable for any and all damage to the Space caused by Member or any of its Guests and authorizes OfficeFlex to charge Member for repair of any such damage.

20. ​ No-Sublicenses. Member shall not sublicense the Membership without OfficeFlex's express prior written authorization, which may be withheld in its sole discretion.

21. ​ Reasonable Use of the Space. During the Membership, Member has the right to operate Member's business in the Space; provided, however, Member has no right or permission to "live" in the Space and does not have any residential tenant rights. The Space remains solely the property of OfficeFlex and under OfficeFlex's complete possession and control (except as expressly provided under the T&C).

22. ​ Internet and Privacy Policy.

    (a) Reasonable Access. While OfficeFlex will make all reasonable efforts to provide fast and reliable internet access, due to forces outside our control, it is possible that OfficeFlex may experience service disruptions or outages from time to time. Member acknowledges and agrees that OfficeFlex will not provide any refunds or compensate Member for such disruptions or outages.

    (b) Lawful Purposes. Member agrees to use the wifi only for lawful business purposes. Member will not use the wifi to: (a) send unsolicited commercial messages; (b) transmit any false, inaccurate or misleading information; (c) be defamatory, obscene, indecent, threatening or harassing; (d) infringe upon any third party's intellectual property rights; (e) access protected data or intercept personal information without authorization; (f) engage in any illegal conduct.

    (c) Security. OfficeFlex makes no representations whatsoever as to the security of the internet, wifi, or of any data or communications systems or any information that Member sends through or places on it, and Member has no expectations of privacy with respect to such systems. OfficeFlex is not responsible for any loss of data, information, business, goodwill or otherwise as a result of such interruptions. Member is responsible to protect Member's own computers, devices and data, information, business and goodwill from damage or interference, including, but not limited to, viruses or malware.

    (d) Privacy. OfficeFlex may collect, process and/or use personal data about Member in a variety of ways, including personal data that may be provided by Member upon the purchase or the Membership, during the Membership, or other members' membership, and information that may be gathered from our security cameras located in the Space. OfficeFlex may collect, process, use, store, and transfer personal data in accordance with applicable laws, for various purposes including, but not limited to, facilitating the Services, performing accounting and administrative tasks, internal review and audit, compliance with obligations under applicable laws and regulations, to enforce or manage legal claims and otherwise in accordance with the T&C. For the purposes stated above, OfficeFlex may transfer the personal data collected by OfficeFlex and make it available to our personnel, advisors, professionals, subcontractors, independent consultants, external third-party services providers, and our Affiliates. Additional information in connection with our Privacy Policy is available on the OfficeFlex website, and is incorporated by reference into the T&C.

23. ​ Notices. All notices, requests, consents, claims, demands, waivers and other communications under the T&C (collectively, "Notices") must be submitted electronically through OfficeFlex's Membership portal.

24. ​ Entire Agreement. The T&C and each of the policies incorporated herein and therein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

25. ​ Severability. If any term or provision of the T&C is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of the T&C or invalidate or render unenforceable such term or provision in any other jurisdiction.

26. ​ Survival. Sections 5, 6, 12, 17, 19, 32, 33 and all other provisions of the T&C reasonably expected to survive the termination or expiration of the Membership and the T&C will do so.

27. ​ Amendments. Only OfficeFlex may amend the T&C from time to time in its sole discretion; provided, however, that Member shall be notified of any material modifications or amendments as soon as reasonably practicable. Member acknowledges and agrees that Member is responsible to review the T&C periodically to be aware of any modifications or amendments.

28. ​ Waiver. Except as otherwise provided in the T&C, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from the T&C shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

29. ​ Assignment. Member shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under the T&C without the prior written consent of OfficeFlex. Any purported assignment or delegation in violation of this Section 29 shall be null and void. No assignment or delegation shall relieve Member of any of its obligations under the T&C. OfficeFlex may assign any of its rights or delegate any of its obligations to any Affiliate or to any person acquiring all or substantially all of OfficeFlex assets without Member's consent.

30. ​ Successors and Assigns. The T&C is binding on and inures to the benefit of the parties to the T&C and their respective permitted successors and permitted assigns.

31. ​ No Third-Party Beneficiaries. Except as set forth in Section 6 above, the T&C benefits solely the parties to the Membership and their respective permitted successors and assigns and nothing in the T&C, express or implied, confers on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of the T&C.

32. ​ Governing Law. The Membership, the T&C, and all related documents, and all matters arising out of or relating to thereto, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the State of Maryland without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Maryland.

33. ​ Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or based upon or relating to the Membership, the T&C and all related documents, or the transactions contemplated hereby or thereby shall be instituted in the federal courts of the United States of America or the courts of the State of Maryland in each case located in the City of Baltimore, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. The parties irrevocably and unconditionally waive any objection to venue of any suit, action, or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum.

I agree to these terms and conditions. By opening and reviewing the T&C, clicking on the "Close" button below, then checking the box agreeing to the T&C and then clicking the continue button to proceed with creating the Membership, Member acknowledges having reviewed the T&C in its entirety, agrees to be bound by the T&C (as may be modified from time to time) and to all other policies and procedures of OfficeFlex referenced in connection with the Membership.