VIRTUAL OFFICES AND MEETING ROOMS
TERMS OF USE AND SERVICE AGREEMENT

This Agreement is made as of the date set forth in the original purchase order made between Same Day, LLC (the “Company”) and the Client (“Client”). Client wishes to obtain certain services provided by the Company and the Company wishes to provide such services to Client. NOW, THEREFORE, in consideration of the premises and mutual covenants in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

The Nature of the Agreement: The whole of the business center remains the property of the Company and remains in the Company’s possession and control. Client acknowledges that this Agreement creates no tenancy interest, leasehold estate or other real property interest in Client’s favor with respect to the virtual office program. This Agreement is personal to Client and cannot be transferred to anyone else. The Company may transfer the benefit of this Agreement and the Company’s obligations under it at any time.

Duration: This Agreement shall be legally binding as of the date hereof (the “Start Date”) as identified in the original purchase order and shall last for 6 months, then go month-to-month. Termination may be requested with a 30 day notice after the 5th month of the original purchase order.

Termination: This Agreement and the Client’s rights to utilize the Company’s virtual services terminate on the “End Date” identified on the original purchase order if unilaterally terminated by either the Company or Client with written notice within thirty (30) days prior to the End Date to the other party. Written notice may be submitted to accounting@samedayvirtual.com; otherwise, this Agreement shall be automatically renewed. The “End Date” is the last day of the month that the thirtieth (30th) day of the termination notice falls in. All agreements have a minimum initial term of 6 Months.

Phone/Mail: If/when this agreement is terminated Client will immediately discontinue use of Company’s address and/or phone number and will remove Company’s information from all websites and marketing materials. Upon termination of account for any reason phone numbers may be re-assigned immediately to another customer. Company is not liable for damages arising out of such re-assignment of number change. Client waives any claims with respect to such change. All phone numbers are the property of Company and may not be transferred or ported out for any reason. Upon termination of a Client’s account, the specific phone numbers that were previously used by Client will not be available to the Client again.

Renewal for “Month-to-Month” Term Items: The term shall extend automatically for successive one (1) month period terms hereof until unilaterally terminated by either the Company or Client after the terminating party shall have given written notice thirty (30) days prior to the last day of the month either party wishes to terminate to the non-terminating party.

Renewal for six (6) and twelve (12)-Month term items: The term shall extend automatically for successive periods equal to the initial term hereof until unilaterally terminated by either the Company or Client after the terminating party shall have given written notice within thirty (30) days prior to the Renewal End Date to the non-terminating party.

Monthly Fee: The Monthly Fee is payable in advance, in full with respect to virtual office services to be provided during such calendar month. Client agrees to pay all taxes and fees on the total monthly invoice total. Any proration of the Standard Fee, where applicable, will be done on a per diem basis.

Payment Terms: All payments are to be made no later than three (3) days after the invoice date or the first day of the month. Client is required to enroll in the Company’s Auto-Bill system using a valid checking account at no cost, or with a credit or debit card for a 3% convenience fee. Payments are charged from the account within three days after the invoice date. If Client’s payment (auto-debit, check or credit card) is declined or if there are insufficient funds, Company will notify Client by email or phone that sufficient payment has not been provided. Insufficient funds available will be treated as late payment, see paragraph (j) below. If Company incurs bank fees due to Client’s insufficient funds those fees are the responsibility of the Client at a rate of forty ($40) dollars.

Credit Card Authorization Form: Client agrees to provide a credit card authorization form to Same Day Virtual to provide to partner center (the location of your business address), so they can charge your usage and services outside of the Same Day Virtual plan. All services outside of your virtual office services provided will be billed directly by the partner center you have your mailbox plan at. They will charge the credit card that you have provided on the Credit Card Authorization Form and it is your responsibility to keep a current credit card on file at all times or services may be terminated or refused by both Same Day Virtual and the partner center you are assigned to without any prior notice or grace period to Client.

Additional Services: Fees for additional services are invoiced in arrears and payable per the payment terms in Section 2(h). This may include, but is not limited to printing, postage, conference room usage, and administrative services.

Items to Return and Deposits: Client shall return all keys, keycards, FOBs, phones, and all other items provided by Company, at the termination of this agreement and shall be responsible for the cost of replacing all items that are lost. Any deposits held by Company for such items are done so as security for Client’s faithful performance of its obligations and will be reimbursed upon return of such items in good condition with allowance of normal wear and tear.

Late Payment: If Client does not pay all fees due within three
(3) calendar days after the first day of the following month after the issuance of the invoice (the “late period”) the Company may charge a late payment fee of 10% (the rate may change from time to time as determined by the Company, but in no event shall be greater than the rate permitted by law) compounded monthly on the amounts outstanding. (a) If Client does not pay all fees due within fifteen (15) calendar days after the first day of the following month after the issuance of the invoice, the Company may charge an additional late payment fee of 5% + $50 (the rate may change from time to time as determined by the Company, but in no event shall be greater than the rate permitted by law) compounded monthly on the amounts outstanding. If Client disputes any part of an invoice Client must pay the amount not in dispute by the due date. After the late period, the Company will withhold services (including barring access to the business center, telephone services and to mail services) while there are any outstanding fees or interest due or if Client is in breach of this Agreement. Company may attempt to notify Client of its intentions to withhold services.

Price Changes: All month-to-month pricing is subject to change within thirty (30) days’ notice from Company. The pricing for six (6) and twelve (12) month plans may not be changed until the expiration of the initial term. Additional or A la Carte Service rates may change at any time without notice.

Mail: Company will accept mail on Clients behalf. Company will only accept mail that includes the name of the individual(s) and or Company(s) listed on the submitted USPS Form 1583. If charges remain unpaid on Client’s account for more than twenty-one (21) days and Company has not been notified of termination, all mail will be returned to sender while faxes and telephone messages will be destroyed.

Mail Forwarding Upon Surrender: Upon termination of the Agreement Client must not submit a change of address form to the United States Postal Service upon departure as such action may interfere with normal delivery to Company. It is the Client’s responsibility to notify all parties of termination of use of the address. If requested in writing by Client, Company shall, as a courtesy, forward mail to an address specified by Client for one (1) month. All costs associated therewith will be the responsibility of Client. Company will withhold this service if the Client has a remaining balance at the end of their term.

Method of Communication: Company will use the email address provided by Client to send invoices and any other communications from Company. Client must ensure an accurate and valid email address is registered with the Company.

Live Call Answering: Call answering includes one hundred
(100) minutes per month of live call answering. Overages are charged at $1.00/minute.

Phone Numbers and Porting: Clients using telephone services have the option of a) using a Company-supplied phone number or b) transferring or “porting” their phone number to the Company’s network. Porting requires an additional one-time fee of $50.00 per phone number, per port. During Client’s service term with the Company the phone number maintains is property of the Company. At termination of service Clients may port their Company- provided phone number to an outside telephone service provider, at which time the phone number becomes the property of the Client. Clients must be current on all invoices prior to porting a Company-provided phone number to an outside telephone service provider. Porting is not to be viewed as a short-term solution, but as a step to long-term service.

Employee of the Client: This agreement is between the Client(s) listed in the purchase order and the Company. Unknown employees or associates of the Client may not receive mail at the Company unless an additional United States Postal Service Form 1583 is received and processed by Company at least 30 days prior to mail being accepted for these individuals. Additional recipients under the account may increase monthly recurring fees by half (50%) of the plan value per person, or thirty dollars ($30), whichever is greater.

Holidays: Company will provide services, as contracted for during normal business hours, Monday-Friday, 8:00am-5:00pm, excluding holidays (listed following). Receptionist and mail services will be staffed only during normal business hours outside of these Company holidays: Memorial Day, Independence Day, Labor Day, President’s Day, Martin Luther King Jr.’s Birthday, Columbus Day, Veterans Day, Thanksgiving Day / Day After, Christmas Eve / Christmas Day / Day after, New Year’s Eve / New Year’s Day.

(u) Limitation on Liability: To the maximum extent permitted by applicable law, Company will not be liable for any loss sustained as a result of Company’s failure to provide a service as a result of any mechanical breakdown, strike, or termination of the Provider’s interest in the building containing the Center. Client expressly and specifically agrees to waive and agrees not to make any claim for damages, direct, indirect, punitive, special or consequential, including but not limited to lost business, revenue, profits or data, for any reason whatsoever arising out of or in connection with this agreement, any failure to furnish any service provided hereunder, any error or omission with respect thereto, from failure of any and all courier service to deliver on time or otherwise delivery of any items (mail, packages, etc) or any interruption of services. An adjustment to Client’s bill for the period of loss of such services by Company, in its sole and absolute discretion, shall be Client’s sole and exclusive remedy for any such failure.

Conduct: Client shall not conduct, or cause to be conducted, any illegal activities or engage in any illegal activities in connection with this Agreement and in the premises of Company. Client shall not engage in any activity that may result in or create a fire hazard, theft hazard, safety hazard, create excessive noise, or cause an increase in Company’s insurance expense. Client is subject to the provisions of the Lease pursuant to which Company occupies the property (including, without limitation, Company’s procedures for accessing the Building after normal business hours). Client will comply with all rules, regulations and requirements of the Building in which Premises are located and with other reasonable rules and regulations established by Company. Client shall not suffer or permit smoking or carrying of lighted cigars or cigarettes in Same Day, LLC (the Premises), the executive suites and/or areas designated by applicable governmental agencies as non-smoking areas or within fifty (50) feet of any Building or Premise entrance. Client will not commit any activity, or series of activities, that interferes with another’s work performance or creates an intimidating, offensive or hostile work environment for any clients and/or employees of Company.

Internet: Internet is provided on an as-is basis and Company makes no guarantee about downtime, availability, speed or reliability. Client is solely responsible for its own internet security and virus protection software and hardware. Company is not responsible for any damage to equipment, data or network as a result of the user not implementing proper network maintenance and prevention. Client will not (nor allow any of Client’s agents, officers, directors, employees, independent contractors, or guests to) plug in any devices such as routers, switches, hubs or any device that uses DHCP, NAT, or any service that will re-transmit the Internet connection or cause network conflicts.

Meeting Room Reservations: Conference rooms and day suites are scheduled on a first-come, first-served basis. Usage rights DO NOT accrue monthly. Extra hours to be billed by the hour. Bookings that are scheduled during non-business hours shall be charged a 50% premium; business hours are Monday through Friday from 8AM to 5PM, excluding all federal and local holidays. Client may reserve time in the conference rooms and day offices furnished by Company. Charges for rooms will be billed along with Client charges at rates then determined by Company. Client must reserve conference rooms in advance, in increments of no less than one half (1/2) hour. Cancellation of conference room reservations must be given at least twenty-four (24) business hours prior to the reservation time. If notice of cancellation is not given to Company prior to twenty-four (24) hours in advance of the start time of the reservation, Client’s account will be charged with the full amount of conference room time reserved.

Damage: Company shall have the right to bill Client for the total cost of repairs, plus 15% to cover Company’s administration costs, for any damage caused by Client, its clients, guests, visitors and other associated individuals, to Company’s facilities, or surrounding building. Company is not responsible for any damage to person or property owned by Client, its clients, guests, visitors and other associated individuals, except to the extent the damage is caused by Company’s negligence, or by the negligence of its employees. Company will accept delivery of property on behalf of Client. Company is not responsible, however, for loss, theft or disappearance of any Client property.

Indemnity: Client shall hold the Company and the Company’s Landlord, their respective officers, directors, stockholders, employees, lenders and agents (collectively “Indemnified Parties”) harmless from, defend and indemnify such parties against, all liabilities, damages, claims, actions, costs, charges and expenses arising out of or in connection with any damage or injury (i) occurring in or on the Premises, except to the extent caused by the gross negligence or willful misconduct of the Indemnified Parties; or (ii) occurring elsewhere in the Building or the property to the extent caused by the negligence or willful misconduct of Client, its assignees, agents, invitees, employees, officers and directors.

Interpretation and Legal Proceedings: These provisions represent the entire agreement between both parties, and any prior written or oral agreement is merged into this Agreement. The invalidity or unenforceability of any provision hereof shall not affect or impair the validity of any other provision. No waiver of any default of Client shall be implied from any failure by Company to take action with respect to any Client default. In the event of any legal action or proceeding by Client or Company against the other under this agreement, that legal action must be submitted in the jurisdiction of Los Angeles County, California and the losing party, as determined by judge or jury, shall be responsible for paying the prevailing/winning party any and all amounts due, including, but not limited to collection costs incurred by Company and reasonable attorneys’ fees.

(aa) Mail Scan to Email Service: Also known as Snail Mail. This service is offered at a rate associated with a specific amount of monthly exterior envelope scans and interior mail scans per month. Rates may vary based on the package selected. Letters or packages from any carrier or by any mode of delivery are deemed “Mail”. The fee associated with mail scanning is one dollar ($1) per page plus one dollar ($1) per minute of administrative assistance with a ten minute, or ten dollar ($10) minimum.

USPS Form 1583: Client must complete United States Postal Service Form 1583 within 30 days of beginning service. Company will not accept restricted delivery Mail on Client’s behalf unless client has authorized Company to do so on USPS Form 1583 item 5. Company can only guarantee acceptance of restricted-delivery or registered Mail or packages when a Company employee is present to receive them. If Client have properly filled out USPS Form 1583 item 5, Company will sign for any and all restricted delivery Mail that Company receives addressed to Client.

Mail Forwarding: All reshipped Mail is considered to be delivered by Company, and all of Company’s responsibilities with respect to it terminated, as soon as it is placed in the care of the USPS or another mail-carrying service. Once Mail has been placed in the care of the USPS or another mail-carrying service for reshipment as requested by Client, Company is not responsible for Mail, its arrival, or the speed of its delivery. Client expressly releases Company from all further responsibility or liability with respect to reshipped Mail. Client also agrees that Company is not responsible for Mail that is subject to a change-of-address (COA) order with the U.S. Postal Service. Company is not responsible for the U.S. Postal Service’s compliance (or non- compliance) with any COA request.

Cash and Checks: Client agrees that Company is not responsible for cash or checks delivered to Company or for any monetary instruments once they have been placed into the care of a third-party carrier. Client acknowledges that Company will not create scanned images of currency.

International Forwarding: If Client requests forwarding of Mail across national borders, Client acknowledges that compliance with international laws and treaties requires Company to open and inspect all packages and all letters that might contain something other than documents before forwarding such items to another country, Client grants Company the consent to open any such packages delivered in Client’s name. Packages that cannot, in Company’s sole discretion, be shipped without violation of international laws or treaties will not be shipped outside the country in which Company received them. Due to high fraud risk and/or regulations on exports, Company cannot forward mail to the countries of Cuba, Egypt, Ghana, Indonesia, Iran, Iraq, Nigeria, North Korea, Pakistan, Romania, Sudan, Syria, or Vietnam.

Undeliverable Mail: If, due to improper addressing, Company is unable to determine the recipient of a given piece of Mail and is unable to return the item to the delivering carrier or the sender, Company reserves the right to open the item and attempt to determine the intended recipient or sender. If, after opening the item, Company remains unable to deliver it to its intended recipient or return it to its sender, Company will dispose of the item without compensation to anyone claiming to have been the owner. Client hereby waives any rights, and release and hold Company harmless from any claims, respecting such Mail.

Availability of Address: Company will provide Client with a mailing address at which Client will receive Mail using the Services. Client acknowledges that Company is not liable for changes in the availability of the Mailbox, and Client’s sole recourse other than termination is to notify mailers that Client’s mailing address has changed.

Scanning: Client authorizes Company to scan the outside of Client’s Mail. However, Client acknowledges that Company may decline to scan the outside or contents of Mail that in Company’s sole discretion Company deems to be obscene, an incitement to hate or violence, or contrary to law. Client may direct Company to perform the following actions: forward Mail to an address Client specifies, open and scan the internal contents of the Mail envelope, or shred and recycle the Mail envelope and its contents. Administrative and scanning fees will apply at the then-current rates of these services.

Mail Assignment – Client acknowledges that Company delivers Mail on behalf of many Clients; Company does not warrant that Mail shall never accidentally be mis- assigned. Client acknowledges that in such cases Company is not liable to the intended recipient. Company will make its best efforts to notify both the intended recipient and the unintended recipient immediately upon discovery of any error, and to remove the item from the unintended recipient’s account.

Unauthorized Mail – In the event, however unlikely, that Client’s account, Client agrees not to request any action with respect to such Mail piece, and immediately notify Company’s staff. Client further agrees not to view, read, copy, print, or otherwise distribute information on or within a piece of unauthorized Mail. Client agrees that a violation of these terms shall expose Client to legal liability, both criminal and civil, and monetary damages, as well as termination of Client’s account.

Downtime and Losses: Because the Services are a hosted, online application, Company may occasionally need to take the servers down as scheduled downtime for maintenance and upgrade. Client agrees that Company is not liable for any losses or damages occasioned by downtime. Client also agrees that Company is not liable to Client for any losses or damages associated with any data- related losses Company’s systems may suffer.

Junk Mail: Client authorizes Company to discard mail that is sent purely for advertising or mass-marketing purposes, including any items addressed to “occupant” or “current resident,” as well as postcards and flyers that are clearly advertisements. Such Mail will not count toward plan limits.

Representation of Address: Client agrees that in communicating with potential correspondents regarding Client’s Address Client will not modify or alter the format of the Address. Client agrees that Company has no responsibility or liability for Mail that is not properly addressed according to the format Company provides, to USPS specifications, or consistent with these Terms. Client agrees that Company notifies Client that certain mailers are using an incorrect format for the mailing address, Client will timely ask such mailers to update their address information. Client also agrees not to represent or misleadingly suggest by any method that the Address is a physical address at which third parties can find Client or that third parties may physically visit. Client agrees not to publish Address if Client is not current in payments.

Fraud: Client agrees not to use the Services for any illegal purpose. If Company in Company’s sole discretion suspects that Client’s contact information or payment method is fraudulent, or if Client is attempting to cause Company to ship goods to countries that prohibit such shipments or to which the shipment of such goods from the
U.S. is unlawful, then Company may in Company’s sole discretion immediately terminate Client’s account without refund and turn all related information over to the USPS Office of the Postal Inspector, the U.S. Federal Bureau of Investigation, the applicable State Attorney General or Embassy with jurisdiction, or other local, state and national law enforcement authorities.

Cooperation: Client understands that Company cooperates with the USPS Postal Inspection Service and will share any and all information about Client and Client’s use of the Services upon its reasonable request. Company will also comply with valid legal processes, including search warrants, court orders, and subpoenas seeking personal information.
Company will notify Client of any pending legal process unless Company is prohibited from doing so by law. These same processes apply to all law-abiding companies.
Company may share information in order to investigate, prevent, or take action regarding illegal activities, suspected fraud, situations involving potential threats to the physical safety of any person, violations of Company’s terms of use, or as otherwise required by law.

Version 1_17_2020