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Introduction and Acceptance of Terms

Upsuite Corp. (“Upsuite”) provides services to connect Upsuite members (“Members”) with operators and their co-working spaces (the “Services”). You desire to register your co-working space (your “Facility”) on Upsuite’s website located at www.upsuite.com (the “Website”) to be provided with the Services pursuant to these terms of service for operators (these “Terms”). By accessing and using the Website and registering for an operator account, you accept these Terms and the Privacy Policy, which shall apply to the Services Upsuite provides you and are subject to change without notice. For the purposes hereof, the terms “Upsuite”, “we,” “us,” and “our” mean Upsuite Corp., a company registered in the State of Delaware, United States, with a registered address at 1860 Blake Street, Suite B-101, Denver CO 80202, the terms “you” and “your” refers to an operator to whom Upsuite provides services and “party,” and “parties” refer to Upsuite and you, respectively individually and collectively.

Registration

To use the Website and the Services, you must register and create an operator account. When you complete our registration form, you will be requested to provide your contact information and information about your Facility, and to complete all other information as may be required by the registration form. Such information may include your name (and/or the name of your company, address, phone number as well as register a valid credit card). Your account information must be accurate, complete and up-to-date at all times. Otherwise, your access to your account may be suspended or terminated automatically and without notice.  Should you go two months without updating suite availability information, your account may be suspended.

By registering for an operator account, you appoint Upsuite as a connecting agent for Members with authority to identify, inform, process and connect Members for you in connection with your Facility.

Registering your Facility with Upsuite is entirely free and there are no joining or annual membership fees. As part of the Services, Upsuite may offer paid services to you and other operators outside of its free listing service. Upsuite reserves the right to promote operator facilities on third-party advertising platforms, using facility information consistent with the content on Upsuite’s official website advertisement.

Your use of the Website and Operator Account

The Website, your operator account and Services are made available to you and provided exclusively for your personal use. You cannot use the Website in a manner that competes with Upsuite’s activities.

New Member Introductions

A successful introduction is made when Upsuite passes the contact information of a Member on to you for the Facility. This introduction is made by way of an email from Upsuite to you and the Member.  When an Upsuite email introduction is not received by you or your Facility due to factors outside our reasonable control, such as spam or junk mail filtering, a successful introduction will be deemed to have been made, and you will owe Upsuite all fees outstanding for such introduction.

New Member Rejection

Upsuite and the Members will assume that you and your Facility acknowledge and accept a new Upsuite member upon receipt of Upsuite’s email introduction, unless you respond by email to the Upsuite email introduction within 48 hours, stating that you reject the Member introduction.

New Member Confirmation

Within a reasonable time frame of your receipt of Upsuite’s email introduction, you must enter into a written agreement with the Member. It is your responsibility to provide Upsuite by email at newmember@upsuite.com and provide the signed member agreement.  Once verified, Upsuite will send you a confirmation e-mail detailing all the terms and conditions applicable to the Services as well as the applicable Referral Fees.  You are also responsible for notifying Upsuite of any renewals or expansions that include fees under this agreement.

Referral Fees

When you have provided Upsuite with the information as set forth in the “New Member Confirmation” section above, the referral fees (the “Referral Fees”) owed by you to Upsuite for Upsuite’s introduction to you of the new Member, plus all applicable taxes, become payable. Upsuite’s Referral Fees are a portion of the total monthly rent paid by the Member to you for the first 12 months of the Member’s use of your Facility or services.  Here is a schedule of fees based on contract length, and facility occupancy at the time of lease signing:

Occupancy over 2/3Occupancy between 1/3 and 2/3Occupancy below 1/3
Month to Month term10% billed monthly starting with new member confirmation15% billed monthly starting with new member confirmation20% billed monthly starting with new member confirmation
6 Month term10% of 6 month lease billed upon new member confirmation15% of 6 month lease billed upon new member confirmation20% of 6 month lease billed upon new member confirmation
12 month or greater term10% of 12 month lease billed upon new member confirmation15% of 12 month lease billed upon new member confirmation20% of 12 month lease billed upon new member confirmation

 

Upsuite may require operator to provide full rent roll to verify all referrals and  renewals. It is your sole responsibility to notify Upsuite of any agreement cancellations or non-renewals, within 15 days of notice being given to you.  Without such notification, Upsuite will continue billing as if the member was still using the space.

If a Member signs up for a period of greater than 12 months, Upsuite is only entitled to agreement revenue up to 12 months.  If a member signs an initial lease and then adds additional members or seats, Upsuite fees apply to the additional seats as well.

If a Member signs up for an initial period of more than 12 months, but which include a rent free period within the first year, Upsuite is entitled to Referral Fees calculated in accordance with the following structure: total monthly rent, multiplied by the total number of non-rent free months, divided by the number of months in the initial period, multiplied by 12, multiplied by the appropriate fee (in schedule above).

License Fee Increases

Should the total monthly rent payable by the Member increase during the term of your agreement with the Member, it will be your responsibility and obligation to advise Upsuite by email  within 48 hours of the total monthly rent increase.

Payments

Upsuite will invoice you for the applicable Referral Fees promptly upon our receipt of the email referred to in the “New Member Confirmation” section above. Referral Fees for the full 12 months of Referral Fees for any new Member are payable in one single payment, using a credit card issued in North America by Visa™, MasterCard™ or American Express™ or by check or wire/ACH transfer within 14 days of your receipt of our invoice. Late payments will be subject to a 1.5% interest rate per month (18% per year).

Penalty, Non-Circumvention

If following your registration on the Website and use of the Services, you rent your Facility without advising us as required above, a penalty of 2x (twice) the normal fee will be charged to you directly and without notice.

Overturn Rule

If Upsuite introduces a Member to you and your Facility, and a third party also refers you and your Facility to such Member,  then the referrer who was first to send the introduction shall be credited with the Referral Fee.

Change of Ownership

In the event that your Facility (or a portion of your Facility) is sold, assigned or transferred, it is your responsibility to immediately advise Upsuite of such sale, assignment or transfer in writing (email is sufficient) and to ensure that the purchaser, assignee or transferee is aware of, accepts and comply with the provisions contained herein, including the payment of the Referral Fees to Upsuite. Notwithstanding any such sale, assignment or transfer, you shall remain jointly and severally (solidarily) liable with the purchaser, assignee or transferee to Upsuite for the fulfillment of the obligations contained herein, including the payment of the Referral Fees to Upsuite, until the purchaser, assignee or transferee acknowledges and agrees in a written instrument to be bound by the Terms contained herein.

Term and Termination

These Terms apply to you so long as you use any of the Services, and will continue until terminated pursuant to this section. Either Upsuite or you may terminate these Terms at any time by giving 30 days’ written notice to the other of such termination. Any amount, including the Referral Fees, due or payable on or prior to the termination date shall be immediately due and payable upon termination of these Terms.

Confidentiality

You and Upsuite acknowledge that during the course of Upsuite performing the Services hereunder, each party may disclose data and information of a confidential and proprietary nature relating to such party, its business, its suppliers or its customers (“Confidential Information”) to the other party to facilitate the performance of the Services and of the obligations of each party hereunder.

You and Upsuite agree that each party will hold the other Party’s Confidential Information in strict confidence.

Content

By registering for an operator account, you grant Upsuite a license to use, copy, make available, publish and display for the purpose of the Services any text, illustration, graphic, image, photograph and other content uploaded, deposited or published by you on the Website (the “Content”).

Upsuite reserves the right to require that you upload, deposit or publish a minimum of or specific Content (and in a certain format, size and resolution) in connection with your Facility.

Disclaimer Clause

You acknowledge that you are using the Website and the Services and that you rely on same at your own risk. To the extent permitted by law, we offer no warranty of any kind with respect to the Website and the Services, all provided “AS IS” and “AS AVAILABLE”.

Compliance and Indemnification

You represent that during the performance of the contract contemplated by these Terms, you will comply with the provisions of all federal, provincial and local laws and regulations applicable to it.  We assume no responsibility or liability that may arise from any act or omission, unlawful content, transmission or upload of a user.

Independent Contractor

The relationship between you and Upsuite is that of independent parties and under no circumstances shall a party, its agents or employees be deemed agents or representatives of the other party.

Disclaimer of Warranty

We make every effort to ensure that the information on the Website is reliable when published. Despite our best efforts, we cannot guarantee that the information is accurate or complete, free from error or omission, or that it is up-to-date at all times.  We shall not be held responsible for any damages that may result from the inaccessibility of the Website, or from any difficulties that you may experience while accessing or using the Website.

Entire Agreement

These Terms constitute the entire agreement between you and Upsuite regarding your use of the Website, the Services and any other subject matter herein, and they replace any previous agreement, representation, warranty or understanding, whether verbal or written, express or implied, in this regard.

Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Colorado, and of the laws of the United States applicable therein without regard to its choice of law or conflicts of law principles. You agree that any dispute related to these Terms or the Services shall be submitted to an Colorado court of competent jurisdiction in the judicial district of Denver, State of Colorado, USA.

English Language

You and Upsuite hereby agree that these Terms and all related documents, instruments and correspondence will be drafted in English only. Il est de la volonté expresse de vous et Upsuite que ces Termes et l’ensemble de la documentation, des écrits et de la correspondance afférente soit rédigée en langue anglaise seulement. 

Payment Policy

Customer will be issued an invoice and receipt of payment for their records at the time payment is processed.

For any payment questions, feel free to reach out to the UpSuite billing team at billing@upsuite.com.

Updated: September 2019