1. Services Provided.
IGNITE shall provide the services selected below to Client on a nonexclusive basis. At any time during the Term, Client may upgrade Services by providing a written request for same. Applicable fees will be charged to the Client’s credit card on file.
2. Fees. Fees for the selected Services shall be charged to Client’s credit card on file (authorization form attached hereto as Exhibit A) at monthly intervals. Upon the execution of this Agreement, and in addition to the monthly fee for the selected Service Package. In the event of a failed attempt to charge the card on file, IGNITE reserves the right to charge Client a fee of $5 per day for everyday the Client does not maintain a valid credit card on file.
3. Lost Keys. Replacement keys for building access will be billed to Client at $25 each.
4. Permitted Use. Client agrees to use the Services only for legal purposes. Use of the Services for any illegal or illicit purposes shall be considered a breach of this Agreement and grounds for immediate termination.
5. License. This Agreement is not a lease, nor does it convey any interest in real property. It merely creates a revocable license. IGNITE retains legal possession and control of the facility located at 4 South Fourth Street, Youngwood PA 15697 (the “Facility”).
This Agreement is subject to and subordinate to any underlying lease or contract of the building or related to the Facility.
6. Rules and Regulations. Any Client utilizing the physical space agrees to abide by IGNITE’s posted rules and regulations, as updated from time to time. Failure to do so may result in Client’s use of the facilities being suspended or terminated.
7. Nonsolicitation. During the Term of this Agreement and for two (2) years thereafter, the Client shall not directly or indirectly induce or attempt to induce any of the members, community or employees of IGNITE to leave the Facility, or solicit the business of any client or customer of IGNITE or any consultant to IGNITE.
8. Term and Termination. This Agreement shall be on a month to month basis.
a. After the Initial Term, Client may terminate this Agreement by providing thirty (30) days’ written notice to IGNITE. IGNITE will continue to hold mail for thirty (30) days from the notice date. Thereafter, IGNITE shall mark all mail “Return to Sender.”
b. In the event Client breaches a term of this Agreement IGNITE may terminate this agreement immediately with cause and without penalty. Upon termination of this Agreement, Client agrees to remove IGNITE’s address from any and all licenses, contracts, policies, etc. within thirty (30) days. Beginning with the thirty-first (31st) day, IGNITE may charge to the Client’s card on file a penalty of ten dollars ($10) per day.
9. Notices. Any notice under this Agreement must be in writing and must be sent by certified mail, return receipt requested, or by an expedited mail service that provides proof of delivery, to the last address of the party to whom notice is to be given, as designated by such party in writing. Notice to IGNITE must be sent to the following address:
IGNITE HEADQUARTERS, 4 South Fourth Street, Youngwood PA 15697
or such other address as IGNITE shall designate to Client in writing. The Client hereby designates its address (which address must be an address within the United States, otherwise notice shall be deemed given three (3) days after deposited with the mail service, regardless of whether or not received) as:
_________________________________
_________________________________
_________________________________
10. No Assignment or Sublease. No assignment or sublease of this Agreement or any part thereof shall be made by Client without IGNITE’s prior written consent, at IGNITE’s sole discretion. This includes registered agent services, which may not be provided to Client’s customers without IGNITE’s prior written approval.
11. IGNITE’s Liability. IGNITE shall not be liable or responsible to the Client for any injury or damage resulting from the acts or omissions of IGNITE’s employees, other clients, or for any failure of services provided, so long as IGNITE acts with reasonable diligence to restore any such amenity or service. Client agrees to indemnify and hold IGNITE harmless from and against any and all claims, damages or causes of action for damages (including reasonable attorneys' fees and court costs) brought on account of injury to any person or persons or property, or loss of life, arising out of the use, of the Services by Client.
12. Waiver of Breach. No failure by to insist upon the strict performance of any term or condition of this Agreement or to exercise any right or remedy available on a breach thereof, and no acceptance of full or partial payment during the continuance of any such breach shall constitute a waiver of any such breach or any such term or condition. No term or condition of this Agreement required to be performed by the Client, and no breach thereof, shall be waived, altered or modified, except by a written instrument executed by IGNITE. No waiver of any breach shall affect or alter any term or condition in this Agreement, and each term or condition shall continue in full force and effect with respect to any other then existing or subsequent breach thereof.
13. Partial Invalidity. If any term, provision, covenant or condition of this Agreement, or any application thereof, should be held by a court of competent jurisdiction to be invalid, void or unenforceable, all provisions, covenants and conditions of this Agreement, and all applications thereof, not held invalid, void or unenforceable, shall continue in full force and effect and shall in no way be affected, impaired or invalidated thereby.
14. Entire Agreement. This Agreement contains the entire agreement between the parties and cannot be changed or terminated except in a writing acknowledged by the parties.
15. Authority. The party or parties executing this Agreement on behalf of the Client warrant(s) and represent(s) that such executing party (or parties) has (or have) complete and full authority to execute this Agreement on behalf of Client, that Client shall fully perform its obligations hereunder, and that same shall fully indemnify, defend and save IGNITE harmless from any breach of these warranties and representations.
16. Governing Law. This Agreement shall be governed by, interpreted and construed in accordance with the laws of the Commonwealth of Pennsylvania and any disputes shall be heard exclusively in Youngwood, PA.
IN WITNESS WHEREOF, IGNITE and Client have executed this Virtual Office Services Agreement as of the date first above written.
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