Membership Agreement

The Office Pass (TOP) provides non-exclusive, limited, non-transferable, shared and collaborative work spaces. By agreeing to the terms and conditions as provided hereinafter, you become a Member and are entering into an agreement that describes your rights and obligations in connection with permission to use Work Spaces (as defined hereinafter) in Office Space. By using the Work Spaces, you are agreeing to abide by and be bound by the terms and conditions provided herein. We reserve the right to update the terms and conditions which may be communicated to You by email or written notice or an update on our website. As soon as the updated terms and conditions are communicated to You or are updated on Our website, the same shall form an integral part of this Agreement and You agree that You shall be bound by such updated terms and conditions also. We also reserve the right to add, delete or amend this Agreement at Our reasonable discretion with or without notice to You.

You understand and acknowledge that We provide membership in many forms from Regular, Hourly, and Daily Pass to multi month pass, Space and Services at various prices. You may visit our website www.theofficepass.com to view all current membership plans, space, services and pricing.

DEFINITIONS

LIMITED RIGHTS TO USE OF SPACE

You understand, acknowledge and agree that Our membership does not constitute a lease or sublease but a prepaid usage licence to You to use the space on a monthly, daily or hourly basis.

During the term of this Agreement, all access to the Work Spaces will be solely by You for Your own use in connection with Your internal business purposes. You understand that Membership is a privilege that may be revoked, your access can be restricted; this Agreement can be terminated anytime, in case of non-acceptance of any term of this agreement; in case of any misbehaviour, misdemeanour, nuisance or immoral activity; non-payment of dues; violation of member code of conduct, etc.

You understand and acknowledge that permission to access and use the Work Spaces are non-exclusive, non- transferable, and non-sublicensable.

You agree not to misuse any of the Work Spaces and Services provided by Us and You shall not let any third party use the Work Spaces.

You understand that Regular and Flexi-Monthly membership holders get credit worth 10% of their monthly membership fee, which can be availed towards booking the meeting and conference rooms, subject to their availability. Beyond that it will be chargeable as per the standard rates.

You agree to take an Hourly/ 1 Day Pass for your Guest(s) who will be required to be with you in the Space for more than an hour.

You understand that upon revocation of the permission to use Work Spaces, suspension of Your membership or termination of this Agreement, You shall not use the Work Spaces and Services with immediate effect.

The Agreement can be renewed after the initial period as per the terms prevailing at that time. Either side is free to discuss and negotiate the terms afresh.

DURATION OF THE CONTRACT This agreement lasts for the period as mutually agreed or Invoiced to You and then will be extended automatically for successive periods, equivalent to the initial terms or a period as mutually agreed, until brought to an end by You or Us.

TERMS OF PAYMENT

All membership charges are payable in advance i.e. before commencement of your membership, and each subsequent membership renewal fee must be paid by 3rd of every month. Any delay in the payment would attract a late payment fee on the amount due @ 2% per month.

In the event of termination or suspension of your membership, you understand and agree that you will remain liable for any amounts due in accordance with this Agreement after any such suspension or termination relating to the period prior to the termination. We would not provide refunds upon suspension or termination of your membership with respect to amounts already paid.

Interest Free Security Deposit (IFSD) is payable in advance & will not yield any interest. IFSD is returnable in full upon termination of this Agreement, but after deducting any unpaid dues and amount payable by the member. The IFSD, after adjustment, shall be refunded within 30 days of termination of this Agreement.

TAXES AND DUTIES

You shall be liable to bear and promptly pay all local and other government taxes (as may be levied at present and/or which may be levied at any future date) in respect of the Monthly Fee and/or services (including but not limited to service Tax, VAT or GST) on all amounts mentioned in this Agreement as payable by You to Us. In case of any new taxes or increase in tax slab percentage, the same shall be passed on to You.

'MEMBERS' CONTRACTUAL TERMS

WORK SPACES

No. of work spaces 1 - 5 6 - 10 11 - 20 More than 20

Min. Tenure / Lock-in period (in months) Nil 3 6 12

Interest Free Security Deposit (IFSD) (in months) Nil 1 1 2

Exit Notice Period (in months) Nil 1 1 2

REVOCATION / TERMINATION OF MEMBERSHIP

After You start using the Work Spaces, either party can terminate the Agreement by giving an advance written notice as explained in point 6.1. Member(s) terminating the contract within the lock-in-period is liable to pay the remaining fee for the lock-in-period.

After revocation of right to use Work Spaces by Us, surrender of Work Spaces by You or termination of this Agreement, You shall immediately stop using the Work Spaces. The Work Spaces may then be further allocated by Us to other members for their usage.

We shall not be responsible for the actions of the other members. In case any dispute arises between members, We shall not be responsible to participate or mediate. You understand that though We strive to provide a fast internet connection to enable a smooth internet usage experience but, We don't guarantee a particular speed or bandwidth as it is highly dependent upon the overall usage by all the members working at the space. However, we can provide You dedicated leased lines/broadband connections on a cost plus basis.

You undertake to take care of Your belongings and acknowledge and agree that We or Our employees shall not be responsible for any loss, theft, or damage of Your personal belongings including but not limited to laptop computers, cell phones, clothing, bags, wallets, cash, books, etc.

NO ILLEGAL OR OTHERWISE OBJECTIONABLE ACTIVITY

You agree not to engage in any illegal activity in Our space or in or around Office Space , including but not limited to drug use or illegal online activity. You agree not to engage in any online or business activity of the sort that may damage or impair the functioning of Our space or its services, including but not limited to overburdening or impairing any servers or networks connected to Us.

You further agree not to engage in any online or business activities of a questionable moral character that may damage or otherwise adversely affect the benefits of Membership, Our reputation, or the reputation of members of Our Office Space, including but not limited to using Our office space in connection with downloading or using trademarked or copyrighted material without permission, pyramid schemes, spam, identity theft, defaming or harassing others, or uploading or downloading profane or indecent material.

KNOW YOUR CUSTOMER (KYC)

You agree to submit KYC documents before you start to use the Office Space.

Following KYC documents are considered valid

For Person / Individuals : Passport, PAN, Voter's ID, Adhaar

For Companies : Certificate of Incorporation, Memorandum & Article of Association

CANCELLATION POLICY

MEMBERSHIP

If You wish to discontinue or cancel the membership (for any reason), You can do so by writing an e-mail to Our office manager at hello@theofficepass.com. This is applicable for Regular and Flexi Monthly Memberships after You have completed minimum one month of Your membership.

In the event of a cancellation by a Regular and Flexi-Monthly member, 50% of membership fee for the remaining period will be credited back to member account (after deducting any non-paid dues & government levies) within 7 business days. Members who have not completed at least one month of their membership will not be eligible for a refund. In case of Flexi Daily and Hourly Memberships no portion of membership fee will be refunded upon cancellation at any point of time.

SERVICES

Both members and non-members can book and use Services provided by Us. The following terms apply for booking, cancellation and refund:

Booking: A booking can be made by paying a non-refundable payment equivalent to 50% amount of the services (see current pricing for services as reference). Balance 50% amount is to be paid before the use of service. Advance reservation of any service is highly recommended as it is offered on first come first serve basis only.

Cancellation before usage: Request for cancellation of service can be made by writing an e-mail to Our office manager at hello@theofficepass.com.

Refund: in the event of cancellation of a service, the refund amount will be credited back to Your account (after deducting any dues & government levies) within 7 business days. Cancellation made:

7 days or more prior to reserved date will be eligible for 100% refund

less than 7 days prior to reserved date will be eligible for 50% refund

Non-refundable amount is not eligible for refund upon cancellation at any point of time. Refund will be calculated after excluding non-refundable amount from total amount paid.

'MEMBERS' CODE OF CONDUCT

The Member acknowledges and agrees that Office Space is a shared, non-exclusive work space. While working in the space or utilizing Our services, Our members/ non-members will:

Participate in creating the space and seek ways to contribute, making the community and space even better.

Keep the Space clean and organized. Food & Drinks are allowed on your workstation but please be mindful of the food smell.

Behave in a respectful and considerate manner while using the Space or Services by controlling conversation content and volume, especially, no swearing - this is a professional environment.

Keep phones on silent/ vibrate/ low ring mode. Also, phone calls can be taken however out of respect for other users please keep voice levels low or move to another area of the space or building for long conversations.

Not to involve in discrimination and harassment, which includes, but is not limited to, reasonably offensive verbal comments related to gender, gender identity and expression sexual orientation, disability, physical appearance, body size, race, ethnicity or religion; sexual images in public spaces; deliberate intimidation; stalking; following; harassing photography or recording; sustained disruption of talks or other events; inappropriate physical contact; and unwelcome sexual attention.

Respect privacy, data and assets of all users. Information discussed or overheard must be kept confidential.

Use productive and respectful communication skills, seeking understanding and a mutually beneficial solution to problem before it escalates.

Not bring firearms, weapons, drugs, etc. on the premises.

Conduct meetings with external participants in meeting rooms only.

Not to download pirated files using torrent or other activities that consume excessive bandwidth like multi-player online gaming, live streaming of TV shows/movies, etc. Software will flag offenders without invading your privacy.

Not to visit / contribute to any site that is not allowed by Government of India or is known to spread hatred of any sort based on caste, creed, religion or any other form of discriminatory practice.

Be responsible for the conduct of Your visitors.

In using Our Office Space and Services, undertake that You will follow all guidelines and behave with respect and integrity. Inability to do so may result in termination of Your membership.

We value all of our members; thus, if you believe any of the codes outlined above are not being met, please report it to Our Office Manager - hello@theofficepass.com.

CONFIDENTIALITY

11.1 The terms of this agreement are confidential. Neither You nor We may disclose them without the other's consent unless required to do so by law or an official authority. This obligation continues after this agreement ends.

INDEMNIFICATION

You understand that if someone or something at Our space gets hurt or damaged as a result of your negligence, then You are responsible to pay for that injury or damage either through Your insurance provider or on Your own.

In no event shall We, or our directors, employees, members, shareholders, or guests be liable for any direct, special, incidental, indirect, punitive, consequential or other damages whatsoever, including but not limited to damages for: loss of profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty, negligence, and any other pecuniary or other loss whatsoever, arising out of or in any way related to the participation in or inability to participate in or use of Our office space or services, the provision of or failure to provide Services, or otherwise under or in connection with any provision of this agreement.

GOVERNING LAW AND DISPUTE RESOLUTION

This agreement shall be interpreted in accordance with and shall be governed by the laws of India.

Any dispute or claim arising out of, or in connection with, Your usage of work Spaces shall be resolved by referring the dispute or claim to a sole arbitrator to be appointed by Us. The arbitration proceedings shall be governed by the provisions of the Arbitration and Conciliation Act, 1996. The language of arbitration shall be English. The venue for arbitration shall be Gurgaon. The courts at Delhi shall have the exclusive jurisdiction over the disputes / claims arising out of the usage of space and interpretation of this Agreement.

Acknowledgement and Acceptance of terms of use

The services are offered to You conditioned on acceptance without modification, of the terms and conditions, contained in this Agreement. Your use of the service constitutes its agreement to the terms and conditions stated in this Agreement. Each person that uses the Service, or enters into a contract, in writing or online, on behalf of its employer or other third party, represents that such person is authorized to accept these terms on its employer's or on third party's behalf. Unless explicitly stated otherwise, the Terms of Service will govern the use of any new features that augment of enhance the current Services, including the release of new resources and services. In the case of any violation of these terms, We reserve the right to cancel Services to You immediately and seek all remedies available by law and in equity for such violations.



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SIGNED by Member
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SIGNED by TOP Technologies Pvt Ltd