General Terms and Conditions
MEMBER REPRESENTATIONS & WARRANTIES
Member, including itself, its officers, employees, contractors, agents, and representatives that will be using the Services under this Agreement, represents and warrants to ESQ Legal Group, LLC dba ESQ (“ESQ”), that it: (i) is authorized to practice law; (ii) is not currently revoked, debarred or suspended, or has not been revoked, debarred or suspended from practicing law; (iii) will abide by all applicable local, state and federal laws, regulations, orders, and statutes; (iv) will abide by the Model Rules of Professional Guidelines; and (v) is not and will not represent itself as part of ESQ Legal Group, LLC. Member shall immediately notify ESQ if any of the representations or warranties stated herein are no longer accurate.
(a) Services. Subject to the terms and conditions of this Agreement, including any attachments, exhibits, addenda, agreements incorporated by reference, and any other policies ESQ makes available to the Member from time to time, during the Term (defined below), ESQ will use commercially reasonable efforts to provide the Member with the following general services (the "Services"):
- Non-exclusive access to Hot Desks, and Phone, Conference Rooms (reserved using Booking Credit, otherwise first come, first serve basis)
- Reserved Desk and Private Office options
- Use of Conference rooms and Meeting Rooms (reserved using Booking Credit)
- Maintenance of ESQ spaces during Business Hours
- Access to ESQ events and classes
- Access to ESQ directory, community board, and network
- Access to Broadband Internet
- Use of Shared Printer/Copier/Scanner (using Booking Credits)
- Access to shredding
- Non-exclusive access to the Kitchen and common areas
- Monthly Booking Credits (do not rollover)
- Mail/package handling options
- Lockable storage options
(b) Business Days/Hours. ESQ’s normal business hours are generally from 9AM to 5:00 PM on normal Business Days, excluding the days prior to government holidays, when Business Hours generally end at 2PM, (the “Business Hours”). ESQ’s normal business days are Monday through Friday, excluding government holidays, (“Business Days”). ESQ reserves the right to designate up to seven additional Business Days as holidays.
(c) ESQ Reserved Rights. ESQ reserves all rights to modify, amend, change, or terminate any Services, plans, fees, policies or procedures at any time by providing oral or written notice to the Member. ESQ may access Member’s Private Office or Storage Locker, with or without notice, in connection with ESQ’s provision of the Services, or for health, safety or emergency purposes. All other ESQ areas are common areas and may be accessed by ESQ at any time for any reason, with or without notice. ESQ reserves the right to move furniture or alter the ESQ spaces, including without limitation, the Hot Desks, Reserved Desks, Private Offices, Phone Rooms and the Kitchen area, with or without notice, provided that any changes will not substantially reduce the Member’s square footage unless ESQ has given the Member thirty (30) days’ notice of such reduction. ESQ may, but is not required to, monitor or video record the ESQ space(s) and premises for security reasons.
(d) Space Availability. ESQ conference, huddle, and telephone rooms are generally for non-exclusive use and may be used on a first come first serve basis, unless reserved through ESQ using Booking Credit. ESQ does not guarantee that a Member may be able to reserve a particular ESQ space. If ESQ is unable to grant a reservation for any reason, ESQ will not be subject to any liability related to such inability, nor will such failure affect the validity of this Agreement.
FEES & PAYMENTS
(a) Membership Fee. Upon execution of this Agreement, Member shall pay to ESQ the first Monthly Membership Fee payment, plus a one-time Refundable Deposit (defined below) if applicable, as set forth in the ESQ Member Guide, incorporated herein by reference. Thereafter, Member shall pay to ESQ for the Services the Monthly Membership Fee on or prior to the first day of each month following the date of this Agreement, without notice or demand. In the event the Term commences on any day other than the first day of a calendar month, the Monthly Membership Fee for such partial month shall be prorated based upon the actual number of days of the Term during such month. All payments under this Agreement shall be made in U.S. Dollars, by major credit card, wire, or PayPal.
(b) Refundable Deposit. If applicable, Member shall pay to ESQ a one-time Refundable Deposit fee, the amount of which is set forth in the ESQ Member Guide. The Refundable Deposit will be held as a retainer for performance of all of Member’s obligations under this Agreement and is not intended to be a reserve from which fees may be paid. In the event Member owes ESQ other fees, Member may not rely on deducting them from the Refundable Deposit, but must pay them separately. ESQ will return the Refundable Deposit, or any balance after deducting outstanding fees and other costs due to ESQ, to Member within thirty (30) days (or earlier if required by applicable law) after the later of (1) the termination or expiration of this Agreement and (2) the date on which Member provides to ESQ all account information necessary for ESQ to make such payment. Return of the Refundable Deposit is also subject to Member’s complete performance of all its obligations under this Agreement, including any obligations applicable following termination or expiration of this Agreement. The Refundable Deposit is in no way a limitation of Member’s liability under this Agreement.
(c) Booking Credits. Each month, the Member will receive a certain number of credits (“Booking Credits”) for conference room use, reservations, copies, printouts and other products and services ESQ may offer from time to time. Booking Credits may not be rolled over from month to month. Booking Credits cannot be transferred, exchanged or sold, are nonrefundable, and have no value upon termination or cancellation of membership and/or this Agreement. If the Booking Credits are exceeded, Member will be responsible for paying fees for such overages. All overage fees are subject to increase from time to time, upon thirty (30) days advanced written notice to Member.
(d) Late Fee. Fees received from the Member will be first applied to any balances which are in arrears and to the earliest month first due. If payment for the Membership Fee or any other accrued and outstanding fee is not made within forty-eight (48) hours of when such payment is due, Member will be responsible for a late charge of five percent (5%) of the overdue amount, not to exceed the applicable legal limit. ESQ may at any time suspend or terminate Services to Member if any payment remains overdue for longer than forty-eight (48) hours past its respective due date.
This Agreement shall be effective when accepted by ESQ and the Member online through the Proximity Space platform or when Member begins to receive Services from ESQ, whichever is earlier (the “Effective Date”); provided that ESQ shall have no obligations to provide Member with Services until the later of the date on which payment of Member’s Refundable Deposit and the first month’s Membership Fee has cleared. This Agreement shall continue on a month-to-month basis, and the Term shall run from the Effective Date until terminated in accordance with Section 5 below.
(a) Termination by Member. Member may terminate this Agreement at any time, unless agreed to otherwise by ESQ and Member, by delivering to ESQ a completed Member Exit Form. Member shall continue to be bound by the survival provisions set forth in Section 9(g), regardless of termination or expiration of this Agreement.
(b) Termination by ESQ. At its sole discretion, ESQ may suspend Services or immediately terminate this Agreement: (i) upon breach of this Agreement by Member or any of Member’s officers, employees, contractors, invitees, guests, agents or representatives; (ii) upon termination, expiration or material loss of ESQ’s rights in the premises which contain the ESQ space; (iii) if any outstanding fees are overdue after forty-eight (48) hours; (iv) if Member or any of Member’s officers, employees, contractors, invitees, guests, agents or representatives, fail to comply with the terms and conditions of this Agreement, the ESQ Network Agreement, the ESQ Member Guide or any other policies or instructions provided to Member by ESQ either in writing or orally; or (v) at any other time, when ESQ, in its reasonable discretion, sees fit to do so. Member will remain liable for past due amounts, and ESQ may exercise its rights to collect due payment, despite suspension, termination or expiration of this Agreement.
(c) Removal of Property. Prior to the termination or expiration of this Agreement, Member will remove all of its, its officers, employees, contractors, invitees, guests, agents or representative’s property from the ESQ space(s) and premises. ESQ will be entitled to dispose of any property remaining in or on the ESQ space(s) and premises after the termination or expiration of this Agreement and will not have any obligation to store such property, and Member waives any claims or demands regarding such property or ESQ’s handling of such property. Member will be responsible for paying any fees reasonably incurred by ESQ regarding such removal. Following the termination or expiration of this Agreement, and/or the termination or expiration of mail/package handling services, ESQ will not forward or hold mail or other packages delivered to ESQ. Member shall arrange for mail forwarding services with the United States Postal Service prior to such termination or expiration.
RELATIONSHIP OF PARTIES
Member and ESQ are independent parties, and Member’s agreement with ESQ shall not be deemed to create a fiduciary or agency relationship, a firm, partnership, joint venture, or lease. Neither party will in any way misrepresent this relationship.
(a) Premises. The ESQ space and premises remains ESQ’s property subject to its lease and in ESQ’s possession and control. Notwithstanding anything in this Agreement to the contrary, the parties agree that their relationship is not that of landlord-tenant or lessor-lessee and this Agreement in no way shall be construed as to grant Member any title, easement, lien, possession or related rights in ESQ’s business, the premises, or anything contained in or on the premises. This Agreement creates no tenancy interest, leasehold estate, or other real property interest.
(b) No Firm Relationship. Member, its officers, employees, contractors, agents or representatives, shall not represent to any third party, client, person or entity that it is affiliated or related in any way to ESQ Legal Group, LLC, ESQ’s parents, subsidiaries, affiliates, officers, employees, contractors, agents, or representatives. Member shall make clear in its engagement letters, and any relevant correspondence with its clients or potential clients, that the client is only represented by Member, and not ESQ Legal Group, LLC.
(c) Trademarks. Member shall not use the words ESQ Legal Group, LLC or ESQLegal or ESQ in any name, logo or other means of identifying Member or its business without the written consent of ESQ Legal Group, LLC dba ESQ. Member may not use any of ESQ’s logos, designs, servicemarks or trademarks for any purpose without the advanced written consent of ESQ. ESQ may use Member’s name or mark on its website and other print and electronic publications for advertising and marketing purposes, unless Member objects to such use by sending written notification of such objection to ESQ.
RULES & POLICIES
(a) Incorporation of Rules and Policies. Member, for itself, its officers, employees, contractors, agents, representatives, guests, or invitees, agrees to abide by all rules, policies and/or procedures set forth by ESQ either in writing or orally, as may be amended from time to time by ESQ in its sole discretion. All ESQ agreements, rules, policies and procedures, including without limitation, the ESQ Member Guide, ESQ Network Agreement, and the Non-Disclosure Agreement, are hereby incorporated by reference and shall have the same force and effect as if fully stated herein.
(b) ESQ Rules. In addition to any rules, policies and/or procedures that may be set forth by ESQ, Member agrees for itself, its officers, employees, contractors, agents, representatives, guests, or invitees, to:
- Not engage in activities that are dangerous, disruptive, offensive, or illegal.
- Not attach anything to the walls, alter offices/furniture, or bring in additional furniture without prior written permission of ESQ.
- Not misrepresent itself to ESQ, other members of ESQ, or the public in connection with ESQ.
- Not violate the Non-Disclosure Agreement which is attached to the Member’s License Agreement.
- Not practice law in ESQ space(s) that requires frequent visits by individual clients rather than corporate clients. This could include family law, personal injury, local criminal, and individual immigration law.
- Not make a copy of any keys or access cards.
- Not install any additional locks, unless Member receives prior written permission from ESQ.
- Not admit any guests to ESQ without registering the guest in advance in accordance with ESQ Policies. Member is responsible for ensuring its guests follow ESQ rules (including, without limitation, those pertaining to the consumption of alcohol).
- Not sublet any desks or office space.
- Not bring pets (excluding service animals), without the prior written permission of ESQ.
- Not store any dangerous, illegal, or offensive items in storage lockers, desks or offices.
(c) Additional Representations. In addition to the representations and warranties made herein, Member for itself, its officers, employees, contractors, agents, and representatives represents and warrants that it:
- Has not used a broker or relator in connection with this Agreement.
- Is at least 21 years of age, will drink responsibly, and will not provide alcohol to anyone under 21 years of age.
- Is not an entity or individual listed on the Specially Designated Nationals and Blocked Persons List published by the U.S. Department of Treasury, as updated from time to time, and will not violate or cause ESQ to violate any U.S. economic sanctions laws. Member shall immediately notify ESQ if this representation is no longer accurate during the Term of this Agreement.
(a) Non-Disclosure Agreement. Member agrees to execute and abide by the Non-Disclosure Agreement, incorporated in the Member’s License Agreement, and shall have its officers, employees, contractors, agents or representatives execute and abide by the same. Member acknowledges that it has proper procedures in place to protect its clients’ confidential information, and will not attempt to access ESQ’s or any other member’s confidential information, including without limitation client information. Member further agrees that if it obtains, by any means and/or for any reason, any ESQ member’s client information, it shall hold such information in strict confidence and treat such client information as protected by the attorney-client privilege and/or attorney work product privilege, and with at least the same degree of care that it treats its own client information.
(b) Technology Release. In order to utilize all the functionalities offered by ESQ, it may be necessary to install software onto a Member's computer, tablet, mobile device or other electronic equipment. In addition, from time to time, at a Member's request, ESQ or an affiliate, or ESQ or their agent or service provider, may help troubleshoot problems a Member may have in trying to access certain functionalities, such as printing or accessing the Internet. Regarding the foregoing, Member agrees that ESQ and its affiliates: (i) are not responsible for any damage to any Member's computer, tablet, mobile device or other electronic equipment, or otherwise to Member's system, related to such technical support or downloading and installation of any software; (ii) do not assume any liability or warranty in the event that any manufacturer warranties are voided; and (iii) do not offer any verbal or written warranty, either expressed or implied, regarding the success of any technical support. Nothing in this provision or Agreement shall obligate ESQ to provide any technical services or assistance to the Member.
(c) WAIVER OF CLAIMS. To the extent permitted by law, Member, on its own behalf and on behalf of Member’s officers, employees, contractors, agents, representatives, guests and invitees, waive any and all claims and rights against ESQ and ESQ’s landlord(s) at the premises and ESQ’s affiliates, parents, and successors and each of ESQ’s and its employees, assignees, officers, members, agents and directors (collectively, the "ESQ Parties") resulting from injury or damage to, or destruction, theft, or loss of, any property, or person.
(d) LIMITATION OF LIABILITY. The aggregate monetary liability of any of the ESQ Parties to Member or Member’s officers, employees, contractors, agents, representatives guests or invitees for any reason and for all causes of action, will not exceed the total Membership Fees paid by Member to ESQ under this Agreement in the twelve (12) months prior to the claim arising. None of the ESQ Parties will be liable under any cause of action, for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption. Member acknowledges and agrees that Member may not commence any action or proceeding against any of the ESQ Parties, whether in contract, tort, or otherwise, unless the action, suit, or proceeding is commenced within one (1) year of the cause of action's accrual. Notwithstanding anything contained in this Agreement to the contrary, Member acknowledges and agrees that Member shall not commence any action or proceeding against any of the ESQ Parties other than the ESQ Party you are directly contracting with hereunder and the assets of such person for any amounts due or for the performance of any obligation in connection with this Agreement.
(e) Indemnification. Member will indemnify the ESQ Parties from and against any and all claims, including, without limitation, third party claims, damages, liabilities, and expenses including, without limitation, reasonable attorneys' fees, resulting from (i) any breach of this Agreement, or (ii) any act or omission, by Member or Member’s officers, employees, contractors, agents, representatives, guests, or invitees. Member is responsible for the actions of and all damages caused by all persons or property that Member or Member’s officers, employees, contractors, agents, representatives, guests, or invitees invite to enter any of the Premises. Member shall not make any settlement that requires a materially adverse act or admission by ESQ or imposes any obligation upon any of the ESQ Parties without ESQ’s written consent. None of the ESQ Parties shall be liable for any settlement made without its prior written consent.
(f) Insurance. Member is responsible for maintaining, at its own expense and at all times during the Term, professional liability insurance, personal property insurance and commercial general liability insurance covering Member and its officers, employees, or agents for property loss and damage, and injury to Member’s officers, employees, agents, representatives, clients, guests or invitees, in form and amount appropriate to Member’s business. Member waives any rights of subrogation Member may have against ESQ and the landlord of the applicable premises. Member shall provide proof of insurance upon our request..
(g) Other Members. ESQ does not control and is not responsible for the actions of other member entities, member individuals, or any other third parties. If a dispute arises between member entities, member individuals or their invitees or guests, ESQ shall have no responsibility or obligation to participate, mediate or indemnify any party.
(a) Choice of Law; Venue. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Colorado without application of its conflict of laws principles. Any claim or controversy arising out of or related to this Agreement or the Services shall be brought in state or federal court located in the State of Colorado.
(b) Updates and Amendments. ESQ may from time to time update this Agreement and will provide notice to Member of these updates. Member will be deemed to have accepted the new terms of the Agreement thirty (30) days after the date of notice of the update(s). Continued use of the Services beyond this time will constitute acceptance of the new terms. No amendments or modifications may be made to this Agreement without the written consent of ESQ.
(c) Waiver. Neither Party shall be deemed by any act or omission to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving Party.
(d) Subordination. This Agreement is subject and subordinate to ESQ’s lease agreement with its landlord of the premises and to any supplemental documentation and to any other agreements to which ESQ’s lease with such landlord is subject to or subordinate. However, the foregoing does not imply any sublease or other similar relationship involving an interest in real property.
(e) Extraordinary Events. ESQ will not be liable for, and will not be considered in default or breach of this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond ESQ’s reasonable control, including without limitation (i) any delays or changes in construction of, or ESQ’s ability to procure any space in, any premises, and (ii) any delays or failure to perform caused by conditions under the control of our landlord at the applicable premises.
(f) Severable Provisions. Each provision of this Agreement shall be considered severable. To the extent that any provision of this Agreement is prohibited, this Agreement shall be considered amended to the smallest degree possible in order to make the Agreement effective under applicable law.
(g) Survival. Provisions related to the payment of outstanding amounts, confidentiality, removal of property, and indemnification, and all other provisions of this Agreement reasonably expected to survive the termination or expiration of this Agreement will do so.
(h) Headings. The headings in this Agreement are for convenience only and are not to be used to interpret or construe any provision of this Agreement. Any use of "including," "for example" or "such as" in this Agreement shall be read as being followed by "without limitation" where appropriate.
(i) Assignment. Member may not transfer or otherwise assign any of its rights or obligations under this Agreement (including by operation of law) without ESQ’s prior consent. ESQ may assign this Agreement without Member’s consent.
(j) Entire Agreement. This Agreement, including any forms, policies and agreements incorporated by reference, constitutes the entire agreement between the Parties relating to the subject matter hereof and shall not be changed in any manner except by a writing executed by ESQ or as otherwise permitted herein. All prior agreements and understandings between the Parties regarding the matters described herein have merged into this Agreement.