Table of Contents

MONTHLY USE CONTRACT

DEFINITIONS

AGREEMENT DATE

Shall mean the date the reservation is booked and agreed to in person, via email, or via Host site: members.spokeco.work, or any marketplace service, or the date this document is digitally signed; whichever is first.

“WE” OR “HOST”

Shall mean the Host and the Host’s email and address, as set forth above.

“YOU” OR “GUEST”

Shall mean you as the guest and your email and address details as set forth above.

SPACE

Shall be the Space the Guest reserves through any booking method.

BUILDING

Shall be the building at 6700 E Speedway Blvd, Tucson, AZ 85710, in which the Space is located.

TERM

Shall mean the period of time beginning on the Start Date and ending on the End Date, or the last day of any month ending after any auto-renewals, deemed the End Date.

FEES

Shall mean the Setup Charge due at the beginning of the Term and the Monthly Charge and Incidentals due on the Agreement Date for the first month and monthly thereafter, with Monthly Charges being due at the start of every new month, and Incidentals being due in arrears, at the start of the next month.

DEPOSIT

Shall be any upfront payments which shall not exceed the Monthly Charge for one Month, unless otherwise specified for Corporate or long-term member contracts.

TAXES

Shall be the sales/service taxes set by the City of Tucson, in the State of Arizona, due and payable by the Guest, then processed to the assessing government.

MARKETPLACE SERVICE

Shall mean any of multiple coworking marketplace services or aggregators available. Spoke Coworking may join or cancel with any of these organizations at any time. Examples include: Deskpass, LiquidSpace, etc.

COWORKING CONTRACT (AGREEMENT)

This COWORKING CONTRACT (this “Agreement”) is made as of the Agreement Date, between the Host and Guest for the use of the Space located in the Building.

The Host and Guest agree to as follows:

LICENSE

Subject to the terms and conditions of this Agreement, the Host grants Guest a non-transferable license to occupy and use the Space in the Building (the “License”) during the Term and the Guest accepts such License.

TERM

The Term shall be the period of time that begins on the Start Date and ends on the later of the End Date, if specified, or any one-month or annual renewal increments following the Start Date and based on the notes showing the term or the specific plan, when there are no notes.

HOUSE RULES

During the term, the Guest agrees to accept the Terms, Conditions and Policies provided by the Host in relation to use of the Space, including building security procedures, occupancy limitations, specific City or State law requirements and other terms or procedures provided by the Host (the “House rules”). The House Rules may be revised and amended by the Host without the prior consent of the Guest; provided that Host shall provide Guest with notice of such revisions and/or amendments. Note: Notice shall be considered given, when sent through the member portal or mentioned in the weekly Newsletter. In the event of a conflict between this Agreement and the House Rules, the House Rules shall govern and control.

IT ACCESS

The Guest agrees to abide by the Data Connection & Internet Access Terms of Service provided as an Exhibit. These Terms may be revised and amended by the Host without prior consent of the Guest.

PAYMENT

The Guest agrees to pay the Fees, Deposits, and Taxes for use of the Space to the Host or the Marketplace Service on behalf of the Host.

DEFINITIONS

Capitalized terms used and not otherwise defined in this Agreement or the Exhibits, Schedule or Addendums shall have the meanings set forth in the Section entitled “Definitions” above.

ENTIRE AGREEMENT

This Agreement (including any Exhibits, Schedules, or Addendums, signed now or hereafter) constitutes the entire Agreement between the Host and the Guest regarding the use of the Space and supersedes any prior agreements or discussions between the Host and the Guest relating to the Guest’s use of the Space.

LICENSE TERMS

All the legal stuff you understand and agree to as part of this Contract and Agreement.

COMPLIANCE

You agree to abide by and cause your employees, agents, guests, invitees, contractors, and subcontractors ("Invitees") to abide by this Agreement and any applicable House Rules along with the Data Connection & Internet Access Terms of Service and any other exhibits now or in the future.

POSSESSION AND DELIVERY

The Space is accepted by the Guest in its “as-is” “where-is” condition and configuration. If, for any reason, the Host is unable to provide use of the Space at the anticipated Start Date, you agree that the Term shall be automatically postponed until possession becomes available. Host’s failure to deliver possession of the Space shall not subject the Host to any liability for loss or damage, nor shall it affect the validity of the License. If the Host does not deliver possession of the Space within one week after the anticipated Start Date, the Guest shall have the right to cancel the License with no penalty and be entitled to a full refund of amounts paid.

WORKSPACE USE AND ACCESS

You agree to use the Space provided to you for general business or office purposes only, not for sleeping or lodging. You may not use the premises or Space to carry out any illegal activities or use the premises or Space (A) in violation of law or the House Rules, or the Data Connection and Internet Access Terms of Service, or (B) for any immoral, unlawful, or objectionable purposes. Further, you shall not use or permit the usage of any illegal drug or substance in the Space or in the Building and shall not make or permit any unreasonable or unnecessary noises or odors in or upon the Space or the Building. You shall not commit, or suffer to be committed, any waste upon the Space or any nuisance (public or private) or other act or thing of any kind or nature whatsoever that may disturb the quiet enjoyment or cause unreasonable annoyance of any other occupants in the Building.

You agree not to exceed the Maximum Occupancy of the Space, outlined on the floorplan and per suite, which may be changed from time to time, and as determined solely by Spoke Coworking.

You shall not make alterations, additions, or improvements to the Space, including the installation of window coverings, lighting, or any phone or data lines.

You shall not generate, store, install, dispose of or otherwise handle any hazardous materials in the Space, or in or around the Building, in any manner contrary to any applicable law. You shall be liable for the costs of any removal, clean-up and/or remediation of any hazardous materials released by you or your Invitees.

You agree that the Host has the right upon 30 days’ written notice, to require that you relocate to another Space in the same Building of equal or larger size and similar configuration for the remainder of the Term, provided that the Fees for such new workspace are no greater than the Fees for your current Space.

The Host or its authorized representatives may enter the Space at any time and such access rights shall not give rise to any decrease or abatement of Fees or Taxes. Unless there is an emergency, the Host will, as a matter of courtesy, try to inform you in advance when the Host needs access to the Space to carry out testing, repair or work other than routine inspection, cleaning, and maintenance. Repair work shall be done solely at the discretion of Host and the failure of Host, for any reason, to furnish any maintenance or repairs shall not render Host liable to you, constitute a constructive eviction, or give rise to a refund or abatement of Fees.

You shall not cause or permit any lien to be placed on the Space, the Building or the land underlying the Building. Any such lien shall be discharged by you within 10 days of you becoming aware of such lien.

GOOD CARE

You must take good care of and not damage, waste or make any changes to the Space or contents leased or owned by the Host of which the Space is a part (the “Host Area”), or the Building. You shall not alter, add, replace, remove, or damage any furnishings, equipment or other personal property located in, on or around the Space, the Shared Facilities, the Host Area or the Common Areas which is not owned by you or your Invitees ("Host Personal Property"). At the expiration or earlier termination of this Agreement, you must deliver the space and all Host Personal Property to the Host in good condition, normal wear and tear excepted. If any damage (beyond normal wear and tear) to the Space or the Host Personal Property should occur while in your care, custody, or control, you agree to pay reasonable repair/replacement costs and to notify the Host immediately upon discovery of such damage occurring, but no more than 8 hours later. You are liable for any damage caused by you or your Invitees to the Space, the Shared Facilities, the Common Areas, the Host Personal Property or the Building. YOU DISCLAIM AND WAIVE ALL WARRANTIES WITH RESPECT TO THE HOST PERSONAL PROPERTY, BOTH EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

COMMON AREAS

If available at the Building, you may also have access to and non-exclusive use of any portions of the Building designated for common use of tenants and others ("Common Areas"), as, and to the extent, described in the House Rules. The Common Areas may be changed, relocated, altered, eliminated or otherwise modified at any time during the Term without the consent of, or notice to, Guest. The right to specific parking is not provided under this Agreement.

SHARED FACILITIES

If available at the Building, you may also have access to and non-exclusive use of any shared conference rooms, or office equipment, and kitchenettes (the “Shared Facilities”) located in the Space on a first-come, first-served basis as, and to the extent, described in the House Rules. The Host may make changes to the Shared Facilities from time to time during the Term including, without limitation, removal of all or portions of the Shared Facilities without your consent or notice to you.

KEYS AND SECURITY

Any keys, fobs, or entry cards for the Space or the Building, which the Host lets you use, remain the Host’s property at all times. You shall not make any copies of them or allow anyone else to use them without the Host’s consent. Any loss of keys, fobs, or entry cards must be reported to the Host immediately, and you must forfeit your corresponding deposits or pay the cost of replacement keys, fobs, or cards and or changing locks, if required by the Host.

You shall not place any additional locks or bolts of any kind upon any of the doors, windows, or funishings of the Space or Building nor make any changes to existing locks or the mechanisms thereof.

NAME AND ADDRESS

You may only conduct business in your name. You shall not put up any signs or decor near or on the doors to the Space or Building or anywhere else, which are visible from inside or outside the Space or Building. Any shared address information and details will include the proper suite number provided and determined solely by Host.

MAIL AND PACKAGES

Mail and packages may not be delivered to you at the Space or Building unless permitted by the Contract, House Rules, and Mail and Package Delivery Policy Agreement. The postal services may be subject to additional federal, state, and local requirements, including and not limited to further paperwork and proof of identification.

CONDUCT

You acknowledge that the Host is and will continue to be an equal opportunity employer and that the Host prohibits any form of discrimination in employment, against any of its employees (whether by its employees, its clients, including you, or others), including, on the basis of race, color, creed, religion, age, gender, marital status, sexual orientation, national origin, or disability, or other characteristics protected by law. In recognition of this policy, you and your officers, directors, employees, shareholders, partners, agents, representatives, contractors, customers, or invitees shall be prohibited from participating in any type of harassing or abusive behavior to employees of the Host or its affiliates, other clients or invitees, verbal or physical in the Building for any reason. You further agree, upon the request of the Host, to cooperate with the Host in its efforts to enforce and maintain its equal employment opportunity, non-discrimination, and anti-harassment policies. The Host may immediately terminate this Agreement without cost or penalty if Guest or any of Guest's Invitees engage in any behavior that the Host deems is contrary to such policies.

LIQUOR LICENSE

We have a BYOB Liquor License that can be utilized for private functions. This means:

  • You can bring your own alcohol for private functions between the hours of 4 PM – 2 AM, per signed agreement with Spoke Coworking and only to utilize the Lounge or Flex Space for said private function
  • Your event cannot have more than 100 people
  • No person may possess or consume more than 40 oz of beer, 750 oz of wine, or 4 oz of distilled spirits per visit
  • Only people of drinking age may consume alcoholic beverages
  • No one may leave the premises while drinking
  • These rules may not cover all State and Federal laws, so please consider those if intending to drink or host a function where there will be drinking.
EMOTIONAL SUPPORT AND SERVICE ANIMALS

No pet shall be brought in or kept in or about the property. Service animals are permitted. Service animals are not pets. Service animals are allowed in offices of individuals, though not permitted to dwell in or loiter in public spaces of the office unless absolutely necessary for the wellbeing of the individual/owner.

Host is not responsible for any service animal and if it becomes (or may become) a distraction or a health or safety concern or violation, we reserve the right to ask that animal to leave the property and/or ban it from returning.

There will be no extra cleaning or maintenance charges. However, in the event of an accident, we do ask that if you are able, you clean up after your service animal yourself. The animal may relieve themselves outside, in the back, provided that the owner picks up afterwards and it is not on any furniture. We ask and strongly encourage that all animals at this time be kept on a leash due to the high amount of other wild animals living in the desert behind, however if this impedes with the animals task this does not apply.

Please note: Emotional support animals are not considered service animals. A service animal is defined as any guide dog, signal dog, or other animal that provides assistance to an individual with a disability.

The ADA considers any animal that fits this description a Service animal even if it does not have any form of licensing or certification.

If you would like to bring a Service animal, please be aware of the following questions we might ask:
(1) Is the dog a service animal required because of a disability?
(2) What work or task has the dog been trained to perform.
(3) Are there any other accommodations needed for you, or your animal?

CONFIDENTIALITY

Both Host and Guest agree that during the Term and thereafter, the recipient of any non-public information of the other party that is designated as confidential or proprietary, that the receiving party knew or reasonably should have known was confidential or proprietary, or that derives independent value from not being generally known to the public (“confidential Information”),will not at any time be disclosed to any person by such recipient or used for such recipient's own benefit or the benefit of anyone else without the prior express written consent of a corporate officer of the party that owns such confidential Information. The parties agree that if there is a breach of this obligation by either party, the other shall have the right to request any remedy in law and/or equity including, but not limited to, appropriate injunctive relief or specific performance, as may be granted by a court of competent jurisdiction. Notwithstanding the foregoing, Guest accepts all risk to its intellectual property interests used in the Space, neither Host nor its applicable landlord shall have any liability arising from, your disclosure (whether intentional or not) of any of your confidential Information to any third parties present in or around the Space or the Shared Facilities.

NON-SOLICITATION

Neither Host nor Guest nor their respective employees and agents shall knowingly solicit, recruit, hire or otherwise employ or retain the employees of the other during the Term and for 90 days following its termination or expiration without the prior written consent of the other party. Either party may solicit or recruit generally in the media. Either party may hire, without prior written consent, the other party’s employee who answers any advertisement or who voluntarily applies for hire without having been personally solicited or recruited by the hiring party. If either party does hire from the other, a finder’s fee of no less than $3000.00 shall be due and payable to the other party.

DAMAGES AND INSURANCE

You are responsible for any damage you cause to the Space or any Host Personal Property beyond normal wear and tear. The Host has the right to inspect the condition of the Space from time to time and make any necessary repairs. You are responsible for arranging and providing a copy of insurance for your personal property against all risks and for your liability to and for your employees and Invitees. You have the risk of damage, loss, theft or misappropriation with respect to any of your personal property and liability to and for your employees and Invitees. You agree, as a material part of the consideration to be rendered to the Host under this Agreement, to waive any right of recovery against the Host, its directors, officers, employees and its applicable landlord for any damage, loss, theft or misappropriation of your property under your control and any liability to and for your employees and Invitees, including for injuries or illnesses to or of you or your Invitees in or about the Space, and you agree to hold the Host exempt and harmless and defend the Host and its landlord, if applicable, from and against any damage and injury to any such person or to such property, to the extent arising from your use of the Space or from your failure to keep the premises in good condition and repair as provided in this Agreement, even if you do not provide a copy of your insurance. All property in your Space is understood to be under your control, whether you or the Host own it. Copies of insurance should include General Liability with standard limits of 1M Per Occcurrence and 2M General Aggregate. The policy additionally needs to name Spoke Coworking as an Additional Insured and should be sent to info@spokeco.work.

PAYMENT

During the Term, you shall pay the Fees, Deposits, and Taxes directly to the Host or Marketplace Service on behalf of the Host. Upon the Agreement Date, the following are due and payable by the Guest (the “Initial Payment”):

  • the Monthly Charge for the first full calendar month of the Term or a pro-rated portion of the Monthly Charge for the first partial month of the Term (depending on your plan, and if you start your Term after the first calendar day of the month),
  • the Setup Fee,
  • the Deposit,
  • any applicable Taxes.

For each following month of the Term, the Monthly Charge and any applicable Taxes are due and payable on the first day of the calendar month or the date the partial month began depending upon your plan. If the Term ends before the last calendar day of the month, the pro-rated portions of the Monthly Charge and any applicable taxes for the final partial month of the Term are due and payable immediately or upon invoice. In no event, shall any prorated amounts be refunded to you when cancelling prior to the end of the Minimum Term, and/or without at least 30 days notice.

If applicable, the Host may also include additional ‘one time’ fees (the “Incidentals”) for services provided to Guest not included in the Monthly Charge. These services may include but not be limited to meeting rooms, photocopying, faxing, catering, event setup, etc. The Incidentals will be collected in arrears on the first of every month and paid by Guest directly to Host or via the Marketplace Service.

If any payment due to Host is not received within 5 days of the due date, the Host may, at the Host’s discretion, charge a late fee of 5% of the overdue amount or the Host may terminate this Agreement without cost or penalty to Host. All remaining Fees and Taxes for the remainder of the Term are immediately due and payable by the Guest.

CANCELLATION

All Fees and Taxes paid by Guests are non-refundable, except as expressly stated in this Agreement. The Host may cancel this Agreement without cause at any time.

Flexible Cancellation Terms

You may cancel this Agreement within one day of the Agreement Date or at least 30 days before the Start Date and receive a full refund of the Initial Payment.

If you choose to cancel after the Agreement Date plus one day, but less than 30 days before the Start Date, 50% of the Fees and Taxes will be refunded, but you are no longer obligated to pay the remaining Fees and Taxes for the Minimum Term. The Deposit will be fully refunded if you cancel before the Start Date.

After the Start Date, if you cancel the License before the Minimum Term, we ask 30 days-notice, and (a) no refund is available for the then-current calendar month and the next full calendar month, nor the term-based Deposits and (b1) if you have signed up through a Marketplace Service, 50% of the remaining unpaid Fees and taxes for the Minimum Term are immediately due and payable unless a default has occurred and is continuing, in which case, 100% of all remaining Fees and Taxes for the remainder of the Term are immediately due and payable by the Guest OR (b2) if you signed up directly, no refunds of any Deposits will be available.

DEPOSIT

The Deposits, solely determined by the Host, will be held by Host or Marketplace Services during the Term as security for the performance by you of all of your obligations under this Agreement. Host or Marketplace Services may apply any portion of the Deposit to amounts owed to the Host for (A) any damage to the Host Personal Property, the Space, the Host Area, the Shared Facilities, or the Building, (B) any overdue Fees or Taxes and/or (C) amounts Host may incur for any losses or costs arising out of your default under this Agreement (including any damage or deficiency arising in connection with the relicensing of the Space), (D) early termination fees, in each case solely at the discretion of the Host. If, upon the expiration or earlier termination of this Agreement, you have fully complied with all terms of this Agreement and the House Rules, remitted all amounts due and payable, and surrendered the Space and all keys, access cards, building passes and all other property provided to you by the Host (including the Host Personal Property), any refundable Deposits shall be returned to you within 60 days after the expiration or earlier termination of the Term, less any amounts applied as described above. Neither Host, nor Marketplace Services shall be required to maintain the Deposit in a separate account. No interest will be paid on the Deposit except as may be required by law. If any portion of the Deposits are so used or applied by Host or Marketplace Services during the Term, then within 5 days after Host or Marketplace Services gives written notice to you, you shall deposit with Host or Marketplace Services cash in an amount sufficient to restore the Deposit to the original amount. Failure to do so will constitute a default under this Agreement.

RENEWAL

If an End Date is specified, the License will terminate on the End Date with no automatic renewal.

If no End Date is specified, Licenses shall automatically renew after the Minimum Term for additional one-month periods unless you give the Host or the Marketplace Service at least 30 days’ notice prior to the end of the current Term.

If the Host opts to change the Monthly Charge or credit usage terms upon renewal, the Host will provide at least 2-weeks’ notice. There will be no additional Setup Fee for Licenses that renew.

DEFAULT

You shall be considered in default of this License if (A) you fail to pay when due all or any portion of the Fees or Taxes, if the failure continues for 5 days after notice to you, which notice shall be in satisfaction of and not in addition to any notice required by law (B) you fail to comply with any term of this Agreement, if the failure is not cured within 5 days after notice to you, or (C) you attempt to sublicense, assign or otherwise transfer any interest in this Agreement without Host's prior written consent. Upon any default, the Host shall have the right without notice to terminate this Agreement, in which case you shall immediately surrender the Space and the Host Personal Property to the Host. If you fail to surrender the Space and/or the Host Personal Property, the Host may, in compliance with applicable law and without prejudice to any other right or remedy, enter upon and take possession of the Space and the Host Personal Property or request police or other assigns to publicly and physically assist, and you shall be liable for all past due Fees and Taxes, all Fees and Taxes due for the remainder of the Term, all costs incurred by Host to retake possession of the Space and Host's Personal Property, and other losses and damages which Host may suffer as a result of Guest's default. In addition to the right to terminate this Agreement and collect damages, Host shall have the right to pursue any other remedy now or hereafter available at law or in equity.

INDEMNITY

Except to the extent caused by the gross negligence or willful misconduct of the indemnified party or such party’s officers, directors, employees, representatives, contractors and agents, you agree to indemnify, defend and hold the Host, its landlord, if applicable, and any mortgagee harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorneys' fees, arising out of or in connection with your and your Invitees' use of Space, Common Areas or Shared Facilities, or any violation of applicable law, this Agreement, any Addendums, the House Rules, or other exhibits. Nothing contained in this Agreement shall be construed to create privity of estate or of contract between you and/or Host or Host’s landlord, if applicable.

DISCLAIMER

EXCEPT AS PROVIDED HEREIN AND IN ANY ADDENDUMS, HOUSE RULES OR EXHIBITS, THE HOST IS PROVIDING ITS SPACE TO THE GUEST "AS IS,"AND HOST DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SPACE, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. HOST CANNOT AND DOES NOT GUARANTEE AND DOES NOT PROMISE TO GUEST, ANY SPECIFIC RESULTS FROM USE OF THE SPACE.

HOST DOES NOT REPRESENT OR WARRANT THAT THE SPACE WILL MEET YOUR REQUIREMENTS; THAT THE SPACE MEETS APPLICABLE LEGAL STANDARDS OR IS SAFE AND SUITABLE FOR YOUR INTENDED USE.

LIABILITY

IN NO EVENT WILL HOST OR ITS LANDLORD OR THEIR RESPECTIVE DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES OR SUPPLIERS BE LIABLE TO GUEST, OR ANY PARTY CLAIMING THROUGH GUEST FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS, LOST DATA, PERSONAL INJURY, ILLNESS OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, ARISING FROM: THE GUEST’S USE OF THE SPACE, CONSUMPTION OF FOODS, ANY CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE HOST SITES OR MARKETPLACE SERVICE, OR GUEST’S OR GUESTS’ VISITORS USE OF THE SPACE, EVEN IF THE HOST IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HOST'S LIABILITY TO GUEST OR ANY PARTY CLAIMING THROUGH GUEST, FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID FOR THE SPACE, IN THE 1 MONTH PRIOR TO THE INITIAL ACTION GIVING RISE TO LIABILITY. THIS IS AN AGGREGATE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT.

SUSPENSION OF SERVICES

The Host may by notice suspend the provision of services (including access to the Space) for any reason and at any time. This Agreement shall automatically terminate if the Space is rendered unusable as a result of a free, other casualty or a condemnation. As between Host and Guest, all proceeds of any condemnation award shall belong to Host and all insurance proceeds of Host shall be retained by and belong to Host.

SUBLICENSING

You may not sublicense, assign, transfer any interest in this Agreement or allow any third party to use any portion of the Space, the Shared Facilities or the Common Areas without Host's prior consent.

NO LEASE

YOU ACKNOWLEDGE THAT THIS AGREEMENT IS NOT A LEASE OR ANY OTHER INTEREST IN REAL PROPERTY. IT IS A CONTRACTUAL ARRANGEMENT THAT CREATES A REVOCABLE LICENSE. The parties do not intend to create a lease or any other interest in real property for the benefit of Guest through this Agreement. The Host retains legal possession and control of the Space assigned to Guest. The Host’s obligation to provide space and services to Guest is subject, in all respects, to the terms of the Host’s lease with the Host’s landlord, if applicable. This Agreement and the License granted hereunder shall terminate simultaneously with the termination of the Host’s master lease or the termination of the operation of the Host Area for any reason at no cost or penalty to Host. You do not have any rights under the Host’s lease with its landlord, if applicable. When this Agreement expires or is earlier terminated, your License to occupy the Space shall automatically be revoked. You agree to remove your personal property and leave the Space as of the date of such expiration or termination. The Host is not responsible for your personal property left on the premises or in the Space after expiration or termination. If you fail to remove your personal property, at the Host’s option, such personal property shall (A) be deemed conveyed to the Host and shall become the property of the Host, or (B) be removed from the Space by the Host at the Guest’s expense.

NO BROKER

Unless documented in this Contract, you represent that you have dealt with no broker in connection with this Agreement. You agree to indemnify, defend and hold the Host harmless from any claims of any brokers claiming to have represented you in connection with this Agreement.

SUBORDINATION

This Agreement and any Addendums, applicable House Rules and Exhibits are subordinate to any underlying lease, mortgage, deed of trust, ground lease or other lien now or subsequently arising upon the Space or the Building and to renewals, modifications, refinancings, and extensions thereof including the Host’s lease with the Host’s landlord and to any other agreements to which the Host’s lease is subordinate.

HOLDING OVER

For each and every month or portion thereof that you continue to use or occupy the Space after the expiration or earlier termination of this Agreement, you shall pay Host an amount equal to the greater of (A) $2,500 and (B) two times the Monthly Charge. Your payment of such amounts shall not be construed to extend the Term or prevent Host from immediate recovery of possession of the Space by summary proceedings or otherwise. This Section shall survive the expiration or sooner termination of this Agreement. The acceptance of any Fees after the expiration or earlier termination of this Agreement shall not preclude Host from commencing and prosecuting a holdover or summary eviction proceeding. Host and Guest hereby further agree that any statutory right to hold over beyond the expiration date or sooner termination of this Agreement is hereby waived to the fullest extent permitted by law.

MISCELLANEOUS

All demands, approvals, consents, and notices shall be sent by certified mail or electronic mail at the address specified for each party under the Section entitled "Definitions". This Agreement shall be interpreted and enforced in accordance with the laws of Pima County in Tucson, Arizona.

If either party institutes a suit against the other for violation of or to enforce this Agreement, the prevailing party shall be entitled to all of its costs and expenses, including, without limitation, reasonable attorneys' fees. Host and Guest hereby waive any right to trial by jury in any proceeding based upon a breach of this Agreement to the fullest extent permitted by applicable law. This Agreement may not be modified, amended or terminated, and Guest’s obligations hereunder shall in no way be discharged, except as expressly provided in this Agreement or by written instrument executed by the parties. If any term, covenant or condition of this Agreement or any application thereof shall be invalid or unenforceable, the remainder of this Agreement and any other application of such term, covenant or condition shall not be affected. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing this Agreement to be drafted. Neither Host nor Guest shall have the right to record this License or any memorandum thereof.

By signing up and using Spoke Coworking, you are stating that you have read, understand, and agree to everything in this Contract and License, including the Exhibits. Additionally, by continued use and access of Spoke Coworking after any edits to this Contract, any Addendums, or Exhibits, you further renew that agreement on the date those edits become published or live.

To be signed by the responsible party

EXHIBIT 1

HOUSE RULES

(Specific Rules for the Space & Building)

By using our space you further agree to our Privacy Policy and that you are opting into our Weekly Newsletter (which you can unsubscribe from at any time) as well as our Refund Policy.

WELCOME!

All of us at Spoke Coworking want to share in an amazing office experience and get along while doing it. We have therefore, put these rules in place to ensure just that. Please be sure to read them and review them as they are updated.

OUR PROMISE TO YOU

Spoke Coworking is committed to doing everything we can to make sure that all members and guests experience:

  • A welcoming, productive, and enjoyable place to work Monday - Friday from 8AM - 5PM.
  • A beautiful, furnished, and clean workspace.
  • Blazing-fast, redundant internet.
  • Endless beverages to keep you hydrated and energized (inc. coffee, lattes, hot cocoa, water, tea, sparkling water, and crunchy ice!)
  • Access to shared workspace, along with additional (dependent on bookings) private suites, library, game room, studio, meeting rooms, and private storage.
  • Simple booking availability via members.spokeco.work including access to information regarding events and resources to schedule your own events, and participate in community discussions.
  • A workspace where safety is important—including an alarm with intrusion detection, interior door-facing cameras, exterior grounds' cameras, and motion detectors throughout.
  • Our commitment to bend over backwards to make this the best work experience ever. Granted, we're human and fallible. If something goes wrong, we're very sorry, and cannot be held legally responsible. If you're hacked, our network fails, or someone steals or breaks something, we will help anyway we can, however Spoke Coworking will not be liable.
  • An open-door policy direct to the Management team to share ideas, questions & concerns at info@spokeco.work.
YOUR RESPONSIBILITIES
  • Above all, remember we are a working community. We will look out for each other and lend a helping hand when we are able. We will be polite and accepting of each other. We are aware of and considerate of others and all personal property.
  • Our team has been fully vaccinated. We follow CDC recommendations on masking. As health and wellness evolve, we may therefore request everyone to wear a mask when walking around in public areas, or anytime while not actively eating or drinking.
  • When you leave, make sure that the space is in the same (or better) condition as when you walked in the door. Flush (and verify) your toilet use, wipe the counter after making a mess, place dirty dishes in the dishwasher, throw away used tissues, napkins, wrappers, etc. If you use non-disposable towels, place them in the dirty bin for machine wash. As a reminder, this is a shared workspace. We are not here to pick up after you. If you leave a mess, you may be charged or your License may be terminated.
  • Speak softly when not in shared/public areas. Voices carry, people are working, realize how loud you are as you walk, talk and laugh outside someone's door. (Do unto others…)
  • Do not obstruct or block any hallways, doorways or walkways. Additionally, do not place trash outside any suites or in any hallways, walkways, etc. If it needs to go out in the middle of the day, take it out. If it can wait till evening, it will be emptied.
  • No freight, furniture, or other large or bulky items will be moved into or out of the building without approval.
  • Don't steal or borrow your neighbor's or Spoke Coworking's stuff without permission (ex: lamps, mouse, pens, etc) Use your own, and if you need something, ask our team. We're here to help!
  • Do not poach Spoke Coworking employees or solicit them or your neighbors.
  • No smoking or vaping in any area other than those posted and marked areas.
  • No illegal substances or guns are permitted on the property.
  • No portion of the building or suite shall be used as lodging or sleeping.
  • If you break or lose or something or cause any losses, we ask that you make it right. To that end, if you paint, drill, or deface anything without written approval, you may be asked to revert things to the way they were.
  • Use a cover when microwaving your food, then wash the microwave cover.
  • Remember that events and small bites are all "at your own risk"
  • Ask for help anytime it's needed (ex: you don't know how to work the coffee maker, water machine, copier, connect to the internet, etc)
  • Remember it's our network, so think before you click. No bit torrent or porn. Spoke Coworking cannot be responsible for third-party data, websites, links or services. Know your source before clicking.
  • Practice kindness. We have zero tolerance for harassment of any kind. If you wonder “would that be offensive?” the answer is yes, and you should not say it. Every Spoke Coworking member and guest should feel welcome, and comfortable in our space regardless of race, gender, sexual orientation, gender identity, religion, or other personal attributes or beliefs. We're all here to work, so please keep politics, crude jokes and the like out of our space.
  • Keep it legal. Again, we have zero tolerance for anyone using Spoke Coworking building or grounds to conduct or pursue any illegal activities or any activity that is generally regarded as offensive.
  • It should go without saying, but please wear clothes and shoes at all times. This is an office setting, not your home, so wandering around in pajamas, slippers, or just your undies is really not okay.
  • We want to honor everyone's privacy. Do not take photos or videos in or around the building, especially of coworkers without prior request and agreement. Many photos and videos are already online. Additionally, we're happy to stage areas or provide photos upon request.
  • Do not ask others to leave or get out of any space, and do not touch or remove personal belongings from any space or shared facility. If someone is exceeding their booked time, let us know and we will help.
  • Shared Facilities include and are not limited to the refrigerators, dishwasher, microwave, and toaster oven, as well as any shared seating areas, or shared rooms such as the Board Room, Conference Lounge, Flex Space, Recording Studio, Library, and Lounge (any areas that are not dedicated) and are to be used on a first-come, first-served basis.
  • Please take good care of any shared facilities or common areas and the furnishings and décor within
  • If you are utilizing a room that comes with any furnishings, including desk, chair or any computer peripherals, those items belong to and remain owned by Spoke Coworking.
  • The Copier/Scanner/Printer is also first come, first served. This service is considered an add-on and will require a code for access. You will be billed for your use of this item on a monthly basis.
  • The address 6700 E Speedway is the property of Spoke Coworking. To use the address for deliveries, you must sign our Addendum regarding same and use your specific suite number determined and provided by us at all times.
  • To use our address for Google Business or other map listings, you must have full time resident status and sign the Mail and Package Delivery Agreement.
  • If you have signed the Mail and Delivery Agreement, mail and packages can be delivered to you as long as it does not disrupt your neighbors or Spoke Coworking's general business activities. Mail will be collected solely by Spoke Coworking. Packages can be signed for by Spoke Coworking or by you. Spoke Coworking is not responsible for any item left by any delivery service.
  • You are welcome to have food delivered. Make sure you notate your suite number, and please come to the front desk to await delivery. If we’re not busy, we will let you know your food has arrived, but no guarantees. We will not sign for food and do not want your food to get cold.
  • Do not host any event without advance notice to our team and remember fees may be incurred.
  • If you have guests, please ensure you arrive before them, and depart after they leave.
  • Do not canvas, solicit or peddle your wares; sure, you can talk about what you do, but going around selling door-to-door may result in you being asked to leave.
  • Your personal property is your own responsibility. Spoke Coworking cannot and will not be liable for any loss, theft or damage of any of your belongings.
  • Communicate. Let us know if there are changes to your contact or payment information. Read our emails and correspondence to be in the know on important changes to our services, fees, scheduling, and other updates.
  • Practice confidentiality. If you see something someone is working on, forget it immediately. Many of us work on sensitive projects and there need be no risk to working in a shared office setting.
ADDITIONAL RESPONSIBILITIES IF YOU HAVE A PRIVATE OFFICE OR DEDICATED DESK
  • Make your space your own! Personalize it—we love that. Just remember that you're responsible for any cost or expense to replace or repair anything. And if you don't want to personalize it, but it feels empty, reach out and we will help you decorate with things that fit you. We have contemporary, classic nerd, or gentle farmhouse décor available. However, if you use our décor, please remember that it's ours and do not take it upon leaving. Also, remember while decorating, that you are not allowed to put up signs to your office. If you are interested in signage, we are happy to discuss.
  • Do not exceed the maximum number of people on your contract and according to your office size on a regular basis—you will be charged.
  • If we provide doors or cabinets that lock, no locks may be changed at any time. By agreeing to our terms, you agree that we have right to break any locks.
  • If you have building access, we are trusting you to not allow guests without registering them.
  • If you have building access, we are trusting you to keep the building secure; this includes ensuring that all doors are closed and locked when you leave.
  • If you have building access, we are trusting you to utilize only the space for which you have been contracted or the communal shared spaces as appropriate. Anything deemed inappropriate, and solely at the discretion of Spoke Coworking could result in a termination of your contract.

EXHIBIT 2

DATA CONNECTION & INTERNET ACCESS

TERMS OF SERVICE

While you are at Spoke Coworking, you may connect to our network to, among other things, access the internet, (the “Connection”). The Connection is provided by Spoke Coworking, LLC or an agent or affiliate of same. By using or accessing the connection, you agree to these terms of service.

We may revise these terms at any time. You are deemed to accept the current terms each time you use or access the connection. It is your responsibility to review any changes. If you do not accept these terms, you may not use the connection.

  1. Access. Your access to the connection is at our discretion. Your access may be blocked, suspended, or terminated at any time and for any reason, including violation of these Terms, disruption of access to other users or networks, or to otherwise protect us, our users, or other third parties.

    The connection is available to your device only when it is within wireless range of our access points or in your office or a conference room via a hardline. The connection may be subject to unavailability, including reasons of emergencies, service failures, transmission, equipment or network problems or limitations, interference, signal strength, and maintenance or repair.

    We are not responsible for any interruptions or performance issues with the connection, nor the underlying network(s), transmission equipment and systems. Network speed will vary based on your device, configuration, location, compression, network congestion, and other factors. You are solely responsible for any devices, software, or other materials necessary for use of the connection.

  2. Privacy & Security. You acknowledge that no data network or internet-based communication is 100% secure, such communications could be intercepted by hackers, equipment, and software, and no such communication should be considered private or protected.

    Subject to applicable law and in accordance with our Privacy Policy, we also have the right, but not the obligation, to monitor, intercept and review, and disclose, without further notice, any transmissions over or use of our connection to comply with lawful process, orders, warrants, or subpoenas, or to protect our rights, property and users.

  3. Prohibited uses. Accessing or using (or attempting to access or use) the connection or taking any action online that violates any applicable law or regulation or that could harm us or any third party or interfere with the operation of the data network to others is prohibited. Among other items, for example, you may not:
    1. Upload or transmit through the connection any (a) computer viruses, worms, spam or anything else designed to interfere with or disrupt the normal operating procedures of a computer or network; or (b) any material which is defamatory, offensive, or of an obscene nature;
    2. take any action that imposes an unreasonable or disproportionately large load on our network or infrastructure or that violates or threatens our system or network security or that of our users or any third parties, including any attempt to circumvent any restriction imposed on your access to or the use of the connection or our other websites;
    3. use the connection to infringe or violate the intellectual property rights or proprietary rights of any third party;
    4. share our IP address or ISP internet connection with anyone;
    5. reproduce, transmit, disseminate, or resell the connection or authorize any other individual or entity to use the connection, whether for profit or not, without our express written permission.
    6. Breaching “Prohibited Uses” may result in civil or criminal liability. We may report such breaches to relevant law enforcement authorities and will cooperate with authorities to prosecute users who violate these terms. We have the right, but not the obligation, to suspend or terminate your access and use of the connection and any other services we may provide you, including office access, and the right to block or remove any communications or materials transmitted through the connection.
  4. Additional disclaimers; Liability limits. We are providing the connection on an “as is” and “as available” basis. To the extent permitted by law, we disclaim all warranties and terms, express or implied, including warranties, terms or representations as to the availability, operation, security, performance and/or use of our services, or any other materials on or accessed via our services, or the accuracy, speed, availability or uptime of the services, network, or data, including any warranties or terms of merchantability, fitness for a particular purpose, title, non-infringement and any implied warranties, terms or indemnification arising from course of dealing or course of performance.

You waive any and all claims and rights against us and our affiliates, parents, and successors and each of our employees, assignees, officers, agents and directors resulting from injury or damage to, or destruction, theft, or loss of, any property, person or pet, to the maximum extent permitted by applicable law. None of the Spoke Coworking Parties will be liable to you under any cause of action, for any indirect, special incidental, consequential, reliance or punitive damages, including loss of profits or business interruption. You will indemnify the Spoke Coworking Parties from and against any and all claims, liabilities, and expenses (including reasonable attorneys’ fees), resulting from any breach of this agreement by you.

EXHIBIT 3

Refund Policy

Use of Spoke Coworking constitutes acceptance of all House Rules, Terms and Conditions. These can be found at members.spokeco.work/legal/terms.

Unless otherwise indicated, all services, fees, and taxes are non-refundable.

Notice: Payment methods are saved in our systems and may be used to pay any invoice.

Non-Members

In all instances you will be charged for any time used.

If you place a booking, or we place one on your behalf, you can only cancel or edit that booking 3 days prior to the Booked Start Time for any office suites and 5 days prior to the Booked Start Time for any other spaces (Meeting Rooms, Event Spaces, Podcast Room). For the Massage Studio, 24 hour cancellation will be allowed. In all instances, no refunds will be provided, instead, you may receive a credit applied to your Member account.

For customers attempting to cancel or edit a booking past the Booking Start Time, no amounts will be refunded, nor credited.

If you attempt to call, text, or email to cancel a booking, the time at which Spoke's phone application or email receives the message, is the time the Booking edit or cancellation is deemed to be requested and will be used to determine any credits or refunds.

Members

Flexible Cancellation Terms

You may cancel Services within one day of the Agreement (Signature) Date or at least 30 days before the Start Date and receive a full refund of the Initial Payment.

If you choose to cancel after the Agreement Date plus one day, but less than 30 days before the Start Date, 50% of the paid Fees and any applicable Taxes will be refunded, but you are no longer obligated to pay the remaining Fees and Taxes for the Minimum Term.

After the Start Date, if you decide to cancel the Contract before the Minimum Term, (a) no refund is available for the then-current calendar month and the next full calendar month and (b) 50% of the remaining unpaid Fees and taxes for the Minimum Term are immediately due and payable unless a default has occurred and is continuing, in which case, 100% of all remaining Fees and Taxes for the remainder of the Term are immediately due and payable by the Customer.

Disputes

Spoke Coworking utilizes an online Booking Calendar as well as exterior or door cameras to confirm any customers checking in or out.

In the case when there is a dispute, customers agree that the booking calendar and door cameras constitute sufficient evidence of checking in or out and will not argue any charges or invoices based on same.

If a customer attempts to call, text, or email to cancel a booking, the time at which Spoke's phone or email receives the message, is the time the Booking edit or cancellation is deemed to be requested.

If Spoke Coworking does not provide service in a timely manner, as outlined and determined in Spoke's sole discretion, the Customer has the right to cancel services with no penalty and will be entitled to a full refund of any amounts paid.

Requested Building / Maintenance / Repair work shall be done solely at the discretion of Spoke and the failure of Spoke, for any reason, to furnish any maintenance or repairs shall not render Spoke Coworking liable to Customer, constitute a constructive eviction, nor give rise to a refund or abatement of any fees.