Terms & conditions
1. THE LINGO
“Authorized Signatory” means an individual authorized to legally bind your company.
“Capacity” means number set forth in the Membership Details Form in the “Capacity” field.
“Main Premises” means the Premises in which the Office Space is located, as set forth in the Membership Details Form.
“Member” means each person you authorize on your Member List as being allowed to receive the Services (as defined below in 2.a. and 2.b.).
“Member Company” or “you” means the company, entity or individual that enters into a Membership Agreement with Welkin & Meraki and is listed in the Membership Details Form.
“Office Space” means the office number and/or workspace location(s) specified in the Membership Details Form.
“Premises” means a building or portion of a building in which Welkin & Meraki offers or plans to offer offices, workstations, other workspaces and/
or other services to Members.
“Primary Member” means the primary in-Premises Member contact for Welkin & Meraki.
“Start Date” means the date of the Agreement.
“Welkin & Meraki”, “we” or “us” means the Welkin & Meraki entity you are contracting with.
“Welkin & Meraki Member Network” means the Welkin & Meraki members-only online community accessed through the internet or our mobile app.
2. THE BENEFITS OF MEMBERSHIP
- Regular maintenance of the Office Space. Furnishings for the Office Space of the quality and in the quantity typically provided to other Welkin & Meraki Member Companies with similar office space, workstations and/or other workspace, as applicable, in the Premises.
- Access to and use of the Welkin & Meraki Member Network site in accordance with the terms and conditions of services.
- Access to and use of the shared Internet connection in accordance with the terms and conditions of services.
- Use of the printers, copiers and/or scanners available to our Members and Member Companies at the Premises.
- Use of the conference rooms in your Main Premises and use of conference rooms in any other Welkin & Meraki Premises, in each case subject to availability and your prior reservation of such conference rooms.
- Heat and air-conditioning in the Office Space.
- Electricity for reasonably acceptable office use.
- Use within the Premises of the self-service kitchens and beverages (coffee, tea and water) made available therein on the floors.
- Acceptance of mail and deliveries /packages on behalf of your business during Regular Business Hours on Regular Business Days – provided that we are not liable for any mail or packages received without a Welkin & Meraki employee’s signature indicating acceptance.
- Opportunity to participate in members-only events, benefits and promotions.
b. Certain Services. Use of the conference rooms in any Welkin & Meraki Premises other than your Main Premises and heat and air-conditioning in the Office Space may only be available during Regular Business Hours on Regular Business Days, as defined below. “Regular Business Hours” are generally from 09.00 h to 18.00 h on Regular Business Days, with the exception of days prior to local bank/government holidays, when Regular Business Hours end at approximately 14.00 h. “Regular Business Days” are all weekdays, except local bank/government holidays and up to three other days of which we will inform you. Use of the conference rooms at your Main Premises is possible 24/7 but not all the Services that are provided during Regular Business Hours will be available outside Regular Business Hours. Only with a prior notification (no later than 24 hours before the start of the activity) there is the possibility to provide these Services outside Regular Business Hours and these Services will be invoiced to the Member.
c. Our Reserved Rights. We are entitled to access your Office Space, with or without notice, for safety, repair or emergency purposes. We may temporarily move your Office Space, provided that we will not do so in a manner that decreases the square footage of your initially assigned Office Space. We may modify or reduce the Services or furnishings provided for your Office Space at any time. The Services may be provided by us, an affiliate or a third party.
3. YOUR MEMBERS
4. MEMBERSHIP FEES AND PAYMENTS
a. Payments Due Upon Signing. Upon submitting a signed and completed Agreement, you will be obligated to deliver to us, in the amount(s) set forth on your Membership Details Form: (i) the Service Retainer Fee, (ii) the Membership Fee for the first month and (iii) the Installation Fee, available on www.welkinandmeraki.com/faq.
b. Membership Fee. During the Term of this Agreement, your Membership Fee should be paid in advance on a monthly basis at the latest before the first day of the month to which the Membership Fee (and the related Services) refers. You are obligated to make payment of all Membership Fees owed throughout the Commitment Term and this obligation is absolute notwithstanding any early termination of the Agreement by you. You agree to pay promptly: (i) all sales, use, excise, value added and any other taxes which you are required to pay to any other governmental authority (and, at our request, will provide to us evidence of such payment) and (ii) all sales, use, excise, value added and any other taxes attributable to your Membership as shown on your invoice. The Membership Fee set forth on the Membership Details Form covers the Services for only the number of Members indicated in the Membership Details Form. Additional Members will result in additional fees as set forth on welkinandmeraki.com/faq.
On each anniversary of the Start Date (including during any Commitment Term) the Membership Fee will be subject to an automatic three percent (3%) increase of the previous year’s Membership Fee. Following any Commitment Term, we reserve the right to further increase or decrease the Membership Fee at our sole discretion upon sixty (60) days’ prior notice to you.
c. Invoices and Financial Information. In addition to the first invoicing flow stated in Article 4.a. herewith the invoicing flow during the Term of your Service Agreement. Every 20th day of the month, a detail will be made of all Services received during the period from the 20th day of the preceding month up to and including the 19th day of the current month. This detail will be sent to the Member via e-mail and can also be consulted via the Welkin & Meraki app or portal. Within a period of 48 hours after receipt of the aforementioned detail, the Member should send his comments to Welkin & Meraki. Welkin & Meraki will review the contested Services and credit them regarding the Member if Welkin & Meraki considers these are applicable. If the Member does not protest his detail within 48 hours of receiving it, this will be deemed to be an implicit acceptance of the Services received. Welkin & Meraki will issue an invoice on the 22nd day of the month consisting of the Membership Fee for the coming month and the Services received specified on the approved detail. Welkin & Meraki will send this invoice to the Member. The payment term of 8 calendar days starts from that day. We also refer therefore to Article 4.g.
Welkin & Meraki will send or otherwise provide invoices and other billing-related documents, information and notices to the Primary Member, unless a different Billing Contact is indicated on the Membership Details Form. Change of the Billing Contact will require notice from the Authorized Signatory in accordance with this Agreement. When establishing a new legal entity by the Member and/or each change of legal financial/tax information (such as VAT number, Chamber of Commerce number,… but not limitative) by the Member, the Member must provide this information in full and within a reasonable period of time to Welkin & Meraki, to enable Welkin & Meraki to comply with all its legal and administrative formalities.
d. Late fees. If payment for the Membership Fee or any other accrued and outstanding fee is not made by the tenth (10th) of the month in which such payment is due, you will be responsible for paying the then-current late charge. The current late fee schedule is listed on welkinandmeraki. com/faq.
e. Form of Payment. We accept payment of all amounts speciﬁed in this Agreement solely by the methods we communicate to you during the signup process or from time to time during the term of this Agreement (only by bank transfer or credit card, no cash). You are required to inform us promptly of any changes to your payment information. Only a single payment method may be used at any given time to make payments under this Agreement.
f. General conditions on Welkin & Meraki invoices. Our invoices are payable on the bank account number as stated on the invoice issued by the relevant Welkin & Meraki entity. When making the payment, the Member will consider mentioning the relevant invoice number in the notification of the payment instruction. A payment term of invoice date + 8 calendar days must be respected by the Member (see Article 4.b.). In the event of non-payment on the due date of the invoice, an interest rate of 1% per month will automatically and without prior notice of default be charged to the Member. In addition, in the event of total or partial non-payment on the due date of the invoice, a lump-sum compensation will be due without prior notice of default, in proportion to 10% of the invoice amount and with a minimum of € 50.00 per invoice.
Any objection to the detail received that will give rise to the preparation of the invoice must be submitted within 48 hours (see also 4.c.). This objection must be in writing and must be motivated. In the absence of any objection within the stipulated period, the detail of the Services provided is deemed to be fully accepted. The courts of Paris are competent for all disputes concerning invoicing.
g. Outstanding Fees. Any outstanding fees will be charged on a monthly basis. When we receive funds from you, we will ﬁrst apply funds to any balances which are in arrears and to the earliest month due ﬁrst. Once past balances, intrests and administrative costs are satisﬁed, any remaining portion of the funds will be applied to current fees due. If any payments remain outstanding after we provide notice to you, we may, in our sole discretion, withhold Services (see 2.a. and 2.b.) or terminate this Agreement in accordance with Section 5(c).
h. No Refunds. Except as provided in Sections 5(d) of this Agreement, there are no refunds of any fees or other amounts paid by you or your Members in connection with the Services.
i. Business Rates. The Member Company will be liable for any business rate charges that arise from this Agreement and all rate bills will be issued in the name of the Member Company. Welkin & Meraki agrees to pay all business rate bills on behalf of the Member Company and therefore the Member Company authorizes the relevant billing authority to issue rate demands and all correspondences care of Welkin & Meraki and issued to our location General Manager.
The Member Company authorizes our General Manager to manage all business rate accounts on behalf of the Member Company and the Member Company will upon request sign a separate letter of authority to confirm this.
5. TERM AND TERMINATION
a. Term. This Agreement will be effective when signed by both parties (“Effective Date”); provided that we have no obligations to provide you with the Services until the later of (i) the date on which payment of your Service Retainer Fee, Installation Fee and first month’s Membership Fee has been received by us or (ii) the Start Date. If the Start Date is a Regular Business Day, you will be entitled to move into the Office Space no earlier than 11.00 h on the Start Date. If the Start Date is not a Regular Business Day, you will be entitled to move into the Office Space no earlier than 11.00 h on the ﬁrst Regular Business Day after the Start Date. Unless otherwise set forth on the Membership Details Form, following the Commitment Term, this Agreement shall be renewed for the same term as the initial term of the agreement (any term after the Commitment Term, a “Renewal Term”). The Commitment Term and all subsequent Renewal Terms shall constitute the “Term.” If no Commitment Term is indicated on your Membership Details Form, the default Commitment Term shall commence on the Start Date and end twelve (12) months after the Start Date. This Agreement will continue until terminated in accordance with this Agreement. The end date of the Agreement is always at the last calendar day of the month at which the Agreement would end.
b. Termination. No termination by you shall be effective during the Commitment Term and termination by you during the Commitment Term is a breach of this Agreement. If you terminate this Agreement prior to the end of the Commitment Term, your Membership Fees and all other obligations shall become immediately due, in addition to any rights, claims and remedies we choose to pursue in our discretion. Your Service Retainer Fee shall be forfeited immediately as a result of your breach.
The following termination periods must be respected for all Agreements with Welkin & Meraki:
- For Agreements with a Commitment Term of less than or equal to one (1) month, the termination period is three (3) weeks before the End Date.
- For Agreements with a Commitment Term of less than or equal to two (2) months, the termination period is one (1) month before the End Date.
- For Agreements with a Commitment Term of less than or equal to three (3) months, the termination period is two (2) months before the End Date.
- For Agreements with a Commitment Term of more than three (3) months, the termination period is three (3) months before the End Date.
A concrete example: You have an Agreement with Welkin & Meraki with a Commitment Term of twelve (12) months that will start on 01/01/2025 and will end on 31/12/2025. The termination period of this Agreement is three (3) months and so the last opportunity to deliver the Exit Form to us would be on 30/09/2025. If you have not delivered the Exit Form to Welkin & Meraki on that date, the Agreement will continue with the same Commitment Term as initially agreed in the Agreement and this will be so each time until you terminate the Agreement on time. If you terminate the Agreement, you are requested to completely fill in the Move-Out Document with Welkin & Meraki and to sign it 24 hours or at least one (1) Regular Business Day before your departure. If the End Date of the Agreement is in the weekend, the Move-Out will take place on the last Regular Business Day of the calendar month. All Agreements with Welkin & Meraki end always on the last day of the calendar month of the End Date. You will not be entitled to pro ration with respect to the last month’s Membership Fee. For instance, if you vacate your Office Space before the last Regular Business Day of April, you will still owe us the full Membership Fee for the full month of April. On the day of your Move-Out or on the last Regular Business day of this Agreement, you must vacate the Office Space (personal belonging, waste…. except the items listed on the Move-In Document) no later than 16.00 h. Welkin & Meraki reserves the right to take into account all the costs that are necessary to restore the Office Space to its original state and to invoice it in accordance with the lawful nature of this agreement. By default, a cleaning fee of 18,00 € per square meter will be invoiced to the Member at (i) the termination of the Agreement and the associated Move-out from the Office space and/or (ii) the move to another Office space within the Welkin & Meraki Location.
c. Termination or Suspension. We may withhold Services or immediately terminate this Agreement: (i) upon breach of this Agreement by you or any Member; (ii) upon termination, expiration or material loss of our rights in the Premises; (iii) if any outstanding fees are still due after we provide notice to you; (iv) if you or any of your Members fail to comply with the terms and conditions of the Welkin & Meraki Member Network Terms of Service, our Wireless Network Terms of Service, or any other policies or instructions provided by us or applicable to you; or (v) at any other time, when we, in our sole discretion, see ﬁt to do so. You will remain liable for past due amounts and we may exercise our rights to collect due payment, despite termination or expiration of this Agreement. The total contract value and all obligations (see also 5.b.) are immediately due and payable.
An individual Member will no longer be allowed access to the Services and is no longer authorized to access the Main Premises or any Location of Welkin & Meraki upon the earlier of (x) the termination or expiration of this Agreement; (y) your removal of such Member from the Member List or (z) our notice to you that such Member materially or repeatedly violated this Agreement.
d. Service Retainer. The Service Retainer will be held as a retainer for performance of all your obligations under this Agreement, including the Membership Fee Obligations and is not intended to be a reserve from which fees may be paid. In the event you owe us other fees, you may not rely on deducting them from the Service Retainer but must pay them separately. We reserve the right to recalculate the Service Retainer and to make it claimable for payment if there is a prolongation of the Service Agreement at a higher rate and/or whether there is an increase in the number of workplaces during the Term of your Agreement. We will return the Service Retainer, or any balance after deducting outstanding fees, damage and other costs due to us, including any unsatisfied Membership Fee Obligations, to you by bank transfer or other method that we communicate to you within thirty (30) days (or earlier if required by applicable law) after the later of (i) the termination or expiration of this Agreement and (ii) the date on which you provide to us all account information necessary for us to make such payment. Return of the Service Retainer is also subject to your complete performance of all your obligations under this Agreement, including full satisfaction of your Membership Fee Obligations and any additional obligations applicable following termination or expiration of this Agreement.
e. Removal of Property Upon Termination. Prior to the termination or expiration of this Agreement, you will remove all off your Members’, and your or their guests’ property from the Office Space and Premises conform Article 5.b. After providing you with reasonable notice, we will be entitledto dispose of any property remaining in or on the Ofﬁce Space or Premises after the termination or expiration of this Agreement and will not have any obligation to store such property, and you waive any claims or demands regarding such property or our handling of such property. You will be responsible for paying any fees reasonably incurred by us regarding such removal. After the termination or expiration of this Agreement there is a mandatory purchase of the Registered Address for a period of 3 months to forward mail and phones during and after the move-out. After these 3 months we will not forward or hold mail or other packages delivered to us and the Registered Address must have been relocated (see also 5.f.).
f. Deregistration of Registered Address You may not use an address provided by us as your Registered Address unless you have received our prior written consent. If, following the receipt of such written consent, you are using an address provided by us as your Registered Address, or you change your existing Registered Address to a Registered Address provided by us, upon termination or expiration of this Agreement, you shall complete the deregistration of such address with the relevant local authorities within 30 days of the date of such termination or expiration, and shall provide to us an original updated business license for our review and verification. For each whole or partial calendar month after such 30 day deadline has elapsed that you have not deregistered the Registered Address and provided to us proof of the same in the form of an updated business license, you agree to pay a percentage of your Membership Fee as follows: for the first whole or partial calendar month: 50%; for the second calendar month: 100%; for the third calendar month and each calendar month thereafter: 150%. Such fees may be deducted from your Service Retainer or separately charged to you, in our sole discretion. In the event that such fees are insufficient to compensate us for our losses incurred due to your breach under this Section 5(f), we shall be entitled to recover such excess losses from you.
6. HOUSE RULES
In addition to any rules, policies and/or procedures that are specific to a Main Premises used by you,
a. You acknowledge and agree that:
- keys, key cards and other such items used to gain physical access to the Premises, or the Office Space remain our property. You will cause your Members to safeguard our property and you will be liable for replacement fees should any such property be lost, stolen or destroyed.
Any loss, theft and/or damage must be reported immediately and in writing by the Member to Welkin & Meraki. An overview of such reimbursements can be found at www.welkinandmeraki.com/faq.
- you shall promptly notify us of any change to your contact and payment information;
- we will provide notice to you of any changes to Services, fees or other updates by emailing the email addresses provided by you. It is your responsibility to read such emails and to ensure your Members are aware of any changes, even if we notify such Members directly;
- carts, dollies and other freight items which may be made available may not be used in the passenger elevator except at our discretion;
- all of your Members are at least 18 years of age;
- you shall be solely and fully responsible for ensuring that no alcohol is consumed by any of your Members or guests who is younger than the legal age for consuming alcohol in the applicable jurisdiction;
- common spaces are to be used by all our Member Companies, Members and guests unless otherwise instructed by us, and are for temporary use and not as a place for continuous, everyday work;
- you will provide us with reasonable notice of and complete all required paperwork prior to hosting any event at the Premises;
- you will be responsible for any damage to your Office Space exceeding normal wear and tear; you may not make any structural or nonstructural alterations, installations of wall attachments, furniture or antennae in the Office Space or elsewhere in the Premises without prior approval by us. In the event that any alterations or installations are made, you shall be responsible for the full cost and expense of the alteration or installation and, prior to the termination of this Agreement, the removal of such items and the restoration necessitated by any such alterations. To the extent that we incur any costs in connection with such alteration, installation or removal which are not otherwise paid by you we shall deduct such costs from the Service Retainer. In no event are you permitted to perform any of these actions. Only a member of our facilities staff is entitled to perform an alteration, installation, removal or restoration. Reach out to a member of your community team for more information;
- you and your Members’ computers, tablets, mobile devices and other electronic equipment must be (i) kept up-to-date with the latest software updates provided by the software vendor and (ii) kept clean of any malware, viruses, spyware, worms, Trojans, or anything that is designed to perform malicious, hostile and/or intrusive operations. We reserve the right to remove any device from our networks that poses a threat to our networks or users until the threat is remediated; and
- you consent to our non-exclusive, non-transferable use of your Member Company name and/or logo in connection with identifying you as a Member Company of Welkin & Meraki, alongside those of other Member Companies, on a public- facing “Membership” display on www.welkinandmeraki.com, as well as in video and other marketing materials. You warrant that your logo does not infringe upon the rights of any third party and that you have full authority to provide this consent. You may terminate this consent at any time upon thirty (30) days’ prior notice.
b. No member will:
- perform any activity or cause or permit anything that is reasonably likely to be disruptive or dangerous to us or any other Member Companies, or our or their employees, guests or property, including without limitation the Office Space or the Premises;
- use the Services, the Premises or the Office Space to conduct or pursue any illegal or offensive activities or comport themselves to the community in a similar manner;
- misrepresent himself or herself to the Welkin & Meraki community, either in person or on the Welkin & Meraki Member Network;
- take, copy or use any information or intellectual property belonging to other Member Companies or their Members or guests, including without limitation any confidential or proprietary information, personal names, likenesses, voices, business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property, or modified or altered versions of the same, and this provision will survive termination of this Agreement;
- take, copy or use for any purpose the name “Welkin & Meraki” or any of our other business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property or modified or altered versions of the same, or take, copy or use for any purpose any pictures or illustrations of any portion of the Premises, without our prior consent and this provision will survive termination of this Agreement;
- use the Office Space in a “retail,” “medical” or other nature involving frequent visits by members of the public;
- use our mail and delivery services for fraudulent or unlawful purposes, and we shall not be liable for any such use;
- make any copies of any keys, keycards or other means of entry to the Office Space or the Premises or lend, share or transfer any keys or keycards to any third party, unless authorized by us in advance;
- install any locks to access the Office Space or anywhere within the Premises, unless authorized by us in advance;
- transfer or sublet the Office Space and Parking space made available to him in any form whatsoever;
- allow any guest(s) to enter the building without registering such guest(s) and performing any additional required steps according to our policies or
- bring any weapons of any kind, or any other offensive, dangerous, inflammable or explosive materials into the Office Space or the Premises.
You are responsible for ensuring your Members comply with all House Rules.
7. ADDITIONAL AGREEMENTS
b. Waiver of Claims. To the extent permitted by law, you, on your own behalf and on behalf of your Members, employees, agents, guests and invitees, waive any and all claims and rights against us and our landlords at the Premises and our and its affiliates, parents and successors and each of our and their employees, assignees, officers, agents and directors (collectively the “Welkin & Meraki Parties”) resulting from injury or damage to, and/or destruction, theft or loss of any property, person and/or pet.
c. Limitation of Liability. To the extent permitted by law, the aggregate monetary liability of any of the Welkin & Meraki Parties to you or your Members, employees, agents, guests or invitees for any reason and for all causes of action, will not exceed the total Membership Fees paid by you to us under this Agreement in the twelve (12) months prior to the claim arising. None of the Welkin & Meraki 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. You acknowledge and agree that you may not commence any action or proceeding against any of the Welkin & Meraki Parties, whether in contract, tort, or otherwise, unless the action, suit or proceeding is commenced within thirty (30) calendar days of the cause of action’s accrual. Notwithstanding anything contained in this Agreement to the contrary, you acknowledge and agree that you shall not commence any action or proceeding against any of the Welkin & Meraki Parties other than the Welkin & Meraki Party you are directly contracting with hereunder and the assets of such person for any amounts due or for the performance of any obligations in connection with this Agreement.
d. Indemnification. You will indemnify the Welkin & Meraki Parties from and against any and all claims, including third party claims, liabilities and expenses including reasonable attorneys’ fees, resulting from any breach of this Agreement by you or your Members or your or their guests, invitees or pets or any of your or their actions or omissions. You are responsible for the actions of and all damages caused by all persons and pets that you, your Members or your or their guests invite to enter any of the Premises. You shall not make any settlement that requires a materially adverse act or admission by us or imposes any obligation upon any of the Welkin & Meraki Parties without our written consent. None of the Welkin & Meraki Parties shall be liable for any settlement made without its prior written consent.
e. Insurance. Since this agreement limits your claims against us, we encourage you to maintain personal property insurance and commercial general liability insurance covering you and the Members for property loss and damage, injury to the Members and the Members’ guests and prevention of or denial of use of or access to, all or part of the Premises, in form and amount appropriate to your business.
f. Pets (cats/dogs). If the Office Space is in Premises designated by us to be one in which pets are permitted, and if any Member plans bringing a pet into the Office Space or otherwise into the Premises, we may require this Member to produce proof of vaccination for such pet and evidence of compliance with applicable local regulations. If any of your Members brings a pet into the Premises, you will be responsible for any injury or damage caused by this pet to other Members or guests or other occupants of the Premises or to the property of (i) Welkin & Meraki or any employees, Members or guests or (ii) the owner(s) or other occupants of the Premises. None of the Welkin & Meraki Parties will be responsible for any injury to or done by such pets. We reserve the right to restrict any Member’s right to bring a pet into the Premises in our sole discretion.
g. Other Members. We do not control and are not responsible for the actions of other Member Companies, Members or any other third parties. If a dispute arises between Member Companies, Members or their invitees or guests, we shall have no responsibility or obligation to participate, mediate or indemnify any party.
8. ARBITRATION AND CLASS ACTION WAIVER
a. Governing Law. This Agreement and the transactions contemplated hereby shall be governed by and construed under the law of France, without regard to conflicts of law’s provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods or any other implementation of the Uniform Computer Information Transactions Act.
b. Venue. Except that either party may seek equitable or similar relief from any court of competent jurisdiction, any dispute, controversy or claim arising out of or in relation to this Agreement, or at law, or the breach, termination or invalidity of this Agreement, that cannot be settled amicably by agreement of the parties to this Agreement shall be finally settled in accordance with the International Chamber of Commerce commercial arbitration rules then in force, by one or more arbitrators appointed in accordance with said rules. The place of arbitration shall be Paris, France.
c. Proceedings and Judgment. The proceedings shall be confidential and in French. The award rendered shall be final and binding on both parties. Judgment on the award may be entered in any court of competent jurisdiction. In any action, suit or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator(s) or court, as applicable. This Agreement shall be interpreted and construed in the French language, which is the language of the official text of this Agreement.
d. Class/Group Action Waiver. Any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a class or group action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. You and we also agree not to participate in claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person’s account, if we are a party to the proceeding.
YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS OR GROUP REPRESENTATIVE OR CLASS OR GROUP MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.
a. Nature of the Agreement and Relationship of the Parties. The whole of the Premises remains our property and in our possession and control. We are giving you the right to share with us the use of the Premises so that we can provide the Services to you. Notwithstanding anything in this Agreement to the contrary, you and we agree that our relationship is not that of landlord-tenant or lessor-lessee and this Agreement in no way shall be construed as to grant you or any Member any title, easement, lien, possession or related rights in our business, the Premises or anything contained in or on the Premises. This Agreement creates no security of tenure, tenancy interest, leasehold estate, or other real property interest. The parties hereto shall each be independent contractors in the performance of their obligations under this Agreement, and this Agreement shall not be deemed to create a ﬁduciary or agency relationship, or partnership or joint venture, for any purpose. Neither party will in any way misrepresent our relationship.
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 our lease with our landlord of the Premises and to any supplemental documentation and to any other agreements to which our 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. Welkin & Meraki 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 Welkin & Meraki ’s reasonable control, including without limitation (i) any delays or changes in construction of, or Welkin & Meraki ’s ability to procure any space in, any Premises, (ii) any delays or failure to perform caused by conditions under the control of our landlord at the applicable Premises and (iii) any delays or shortcomings caused by circumstances beyond its reasonable control such as, but not limited to, strikes, natural disasters, war, riots, interruption of telephony, internet, water and electricity or defects caused by direct suppliers and/or subcontractors of Welkin & Meraki.
f. Separable Provisions. Each provision of this Agreement shall be considered separable. 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. Sections 1, 2(c), 4 (to the extent any payments remain outstanding), 5(c), 5(e), 5(f), 6(b), 7(a) through 7(e), 7(g), 8 and 9 and all other provisions of this Agreement reasonably expected to survive the termination or expiration of this Agreement will do so.
h. Notices. Any and all notices under this Agreement will be given via email and will be effective on the first Business Day after being sent. All notices will be sent via email to the email addresses specified on the Membership Details Form, except as otherwise provided in this Agreement. Welkin & Meraki may send notices to either (or both) the Primary Member or the Authorized Signatory, as Welkin & Meraki determines in its reasonable discretion. Notices related to the physical Office Space, Premises, Members, other Member Companies or other issues in the Premises should be sent by the Primary Member. Notices related to this Agreement or the business relationship between you and Welkin & Meraki should be sent by your Authorized Signatory. In the event that we receive multiple notices from different individuals within your company containing inconsistent instructions, the Authorized Signatory’s notice will control unless we decide otherwise in our reasonable discretion.
i. Headings and Interpretation. 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. References to any times of day in this Agreement refer to the time of day in the Office Space’s time zone.
j. No Assignment. Except in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the shares or assets of you or your parent corporation, you may not transfer or otherwise assign any of your rights or obligations under this Agreement (including by operation of law) without our prior consent. We may assign this Agreement without your consent.
k. Anti-Money Laundering. You hereby represent and warrant that at all times you and your Members have conducted and will conduct your operations ethically and in accordance with all laws, including but not limited to laws that prohibit commercial bribery and money laundering (the “Anti-Money Laundering Laws”), and that all funds which you will use to comply with your payments obligations under this Agreement will derived from legal sources, pursuant to the provisions of Anti-Money Laundering Laws. You will provide us with all information and documents that we from time to time may request in order to comply with all Anti-Money Laundering Laws.
l. Anti-Corruption Laws. Neither you nor any of your Members, your directors, officers, employees, agents, subcontractors, representatives or anyone acting on your behalf, (i) has, directly or indirectly, offered, paid, given, promised, or authorized the payment of any money, gift or anything of value to: (A) any Government Official or any commercial party, (B) any person while knowing or having reason to know that all or a portion of such money, gift or thing of value will be offered, paid or given, directly or indirectly, to any Government Official or any commercial party, or (C) any employee or representative of Welkin & Meraki for the purpose of (1) influencing an act or decision of the Government Official or commercial party in his or her official capacity, (2) inducing the Government Official or commercial party to do or omit to do any act in violation of the lawful duty of such official, (3) securing an improper advantage or (4) securing the execution of this Agreement, (ii) will authorize or make any payments or gifts or any offers or promises of payments or gifts of any kind, directly or indirectly, in connection with this Agreement, the Services or the Office Space. For purposes this section, “Government Official” means any officer, employee or person acting in an official capacity for any government agency or instrumentality, including state- owned or controlled companies, and public international organizations, as well as a political party or official thereof or candidate for political office.
m. Brokers. You hereby represent and warrant that you have not used a broker or realtor in connection with the membership transaction covered by this Agreement. You hereby indemnify and hold us harmless against any claims arising from the breach of any warranty or representation of this paragraph.
n. Entire Agreement. This Agreement, including the Membership Details Form, 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 both parties or as otherwise permitted herein. All prior agreements and understandings between the parties regarding the matters described herein have merged into this Agreement.