Terms and Conditions

1.  Use.  Client will use the services described in this Agreement above for its business for no other use.  Any change of such use by Client will be a material default hereunder and will result in immediate forfeiture of the Refundable Retainer (as defined below).  The Client will not make or permit to be made any use of the ICONIC Workspaces that may violate applicable law or invalidate or increase the premium of any policy of insurance carrier on the ICONIC Workspaces or the building in which the ICONIC Workspaces is located or covering its operations, or which will suffer or permit the ICONIC Workspaces or the building to be used in any manner which, in the sole judgment of company, will in any way impair the character, reputation or appearance of the ICONIC Workspaces or the building as a high quality office building, or which will impair or interfere with any of the services performed by ICONIC Workspaces.  The Client warrants that it will not use any of the rights granted in this Agreement for any obscene, illegal, immoral or defamatory purposes and will not in any way bring ICONIC Workspaces into disrepute.  The Client will not in any way whatsoever use or combine the ICONIC Workspaces name, in whole or in part, for the purpose of trading activities. ICONIC Workspaces reserves the right to cooperate with any official investigating authority if required in relation to any allegations of impropriety against a Client.  ICONIC reserves the right to conduct a background check on any or all of Licensee’s owners, employees and agents who will be granted access to the premises, and Licensee agrees to use good faith efforts to assist Licensor with the process, at no cost of Licensee. Failure to pass the background check may result on agreement cancellation.
2. Term. Upon the expiration of the Initial Term and each renewal thereof, this Agreement will be extended for the same period of time as the Initial Term and upon the same terms and conditions, except for the Monthly Service Fee, which will be increased to the ICONIC Workspaces then current rates, unless either party notifies the other at least one month (that runs from the 1st to the 30th or 31st of the following month) prior to such termination date that this Agreement shall not be extended.  The fees on any renewal will be the then current market price as specified by ICONIC Workspaces.  Either ICONIC Workspaces or Client can terminate this at any time by giving at least one (1) month prior written notice to the other.  Notices to terminate this Agreement must be in writing and delivered to an office or authorized representative of the other party concerned or sent by registered mail to the ICONIC Workspaces or Client’s address as appropriate.  Upon termination of the Agreement for whatever reason, it is the Client’s responsibility to notify all parties of the change of address.  Client agrees not to file a change of address form with the United States Postal Service. Subsequent mail sent to the ICONIC Workspaces will be returned to sender.  It is the Client’s responsibility to keep their address of record up to date at the ICONIC Workspaces.  Additionally, ICONIC Workspaces may terminate this Agreement immediately by giving Client 24 hours prior written notice when:  (i) Client becomes insolvent, goes into liquidation or becomes unable to pay its debts as they fall due; (ii) Client is in breach of one of its obligations under this Agreement which cannot be remedied or which ICONIC Workspaces has given Client notice to cure and which Client has failed to cure within ten (10) days of that notice, or (iii) Client’s conduct, or that of someone at the ICONIC Workspaces with Client’s permission or at Client’s invitation, is illegal, fraudulent, defamatory, or incompatible with ordinary office use.  If ICONIC Workspaces terminates this Agreement, Client shall remain liable to perform any and all outstanding obligations Client may have.
3. Monthly Service Fee. Client agrees to pay ICONIC Workspaces during the term of this Agreement the Monthly Service Fee in advance on the first day of each month. If any payment of Monthly Service Fee or other charge due under this Agreement is not received within five (5) calendar days after the due date, Client will also pay, in addition to Monthly Service Fee, a late payment charge which will be an amount equal to ten (10%) percent of any amount owed to ICONIC Workspaces.  If a client check is returned for any reason, Client will pay an additional charge of fifty dollars ($50.00) per returned check and, for the purpose of considering default and/or late charges, it will be as if the payment represented by the returned check had never been made.
4.              Security Deposit.  Client will deposit with ICONIC Workspaces a Refundable Retainer equal to one time the Monthly Service Fee.  Client acknowledges that the Refundable Retainer will not be maintained in an interest-bearing, segregated account.  In the event of any default by Client under this Agreement, ICONIC Workspaces may apply all or part of the Refundable Retainer to cure such default or to reimburse ICONIC Workspaces for any sum which Company may spend by reason of the default.  In the case of every such application, Client will, on demand, pay to the ICONIC Workspaces the sum so applied or retained, so the Refundable Retainer is restored to one time the Monthly Service Fee.  The Refundable Retainer will be refundable to Client within forty-five (45) days after the later of: (i) expiration of the Agreement; (ii) payment of all outstanding charges payable by Client hereunder; and (iii) the satisfactory performance by Client of all its other obligations under this Agreement.
5. Additional Service Charges.  Client will pay to Company charges for additional services rendered to Client upon the rendering to Client of an invoice setting forth the charges for additional services rendered to Client during the prior month and upon the same terms and conditions set forth in paragraph 4.  Such additional charges may include, but will not be limited to charges for: postage, shipping, delivery, faxing, bank charges, telephone charges (including long distance, toll or local message unit calls and applicable tax), secretarial, administrative, and any other expenses incurred on Client’s behalf by ICONIC Workspaces.
6. Client’s Waiver.  Client agrees that ICONIC Workspaces is not liable to Client for:

                    (a)               loss or damage to any document or other article by the United States Postal Service, or any other licensed, common or private carrier delivery service; or loss or damage arising out of services provided by any telephone company.

                    (b)               any personal or property injury or damage resulting from the acts or omissions of ICONIC Workspaces employees, persons leasing office space or service from ICONIC Workspaces, its invitees, other persons occupying any part of or employed in the building of which ICONIC Workspaces premises are a part, or its invitees, or for any injury or damage to persons or property caused by any person, except as any such loss or damage arises from willful or grossly negligent misconduct by ICONIC Workspaces, its agents, servants, or employees.

1. Default.   In the event of a default in the performance of any condition or covenant hereof by Client including, but not limited to, payment of Monthly Service Fee or additional service charges, which default is not cured within five (5) business days of notice of such default, the balance due from the Client for the unexpired term of the Agreement will become immediately due and payable and ICONIC Workspaces obligations to provide services hereunder will immediately cease without further notice.
2. Limitation of Liability.  Services provided pursuant to this Agreement are without warranty.  Client’s sole remedy, and ICONIC Workspaces sole obligation, for any failure to render any service, any error or omission, or any delay or interruption with respect thereto, is limited to an adjustment or Client’s billing in an amount equal to the charge of such service for the period during which the failure, delay, or interruption continues.  With the sole exception of the remedy set forth in this paragraph, Client expressly and specifically agrees to waive, and agrees not to make any claim for damages, including any indirect, incidental, special, consequential, exemplary or punitive damages, arising out of any failure to furnish any service, any error or omission with respect thereto, or any delay or interruption of the same.  Notwithstanding anything in this Agreement to the contrary, there will be no such billing adjustment if Client is in default hereunder.  ICONIC Workspaces will not be liable for any loss sustained as a result of any mechanical breakdown, strike, delay or failure of any team member, manager or caretaker to perform their duties.  CLIENT EXPRESSLY AND SPECIFICALLY AGREES TO WAIVE, AND AGREES NOT TO MAKE, ANYCLAIM 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 U.S. POSTAL SERVICE OR ANY COMMERCIAL COURIER SERVICE TO DELIVER ON TIME OR OTHERWISE DELIVER ANY ITEMS (MAIL, PACKAGES, ETC.), OR ANY INTERRUPTION OF SERVICES.
3. Notices. Any notice under this Agreement will be in writing and will be sent by certified mail, return receipt requested, or by an expedited service that provides proof of delivery, to the last address of the party to whom notice is to be given, as designated by such party in writing.

ICONIC Workspaces hereby designates its address as:  150 SE 2nd Ave, Suite 300, Miami, FL 33131

1583. Forwarding Address.  ICONIC Workspaces does not guarantee that Client’s mail will be forwarded by the United States Postal Service or that such mail will be forwarded in a timely manner. It is the Client’s responsibility to keep their address of record up to date at the ICONIC Workspaces through PS Form 1583. (i) Upon termination of the Agreement for whatever reason, it is the Client’s responsibility to notify all parties of the change of address. ICONIC Workspaces will have no obligation to notify any person or entity of Client’s new address. Client agrees not to file a change of address form with the United States Postal Service. (ii) Client agrees that ICONIC will not have an obligation to hold or forward to the new address, the correspondence received during the 6-month period immediately after the termination date, unless Client requests the correspondence to be remailed, at additional fees for the mail forwarding and/or mail scanning service which may require a security deposit,  along with a new completed and signed PS Form 1583 with the remail address or email address if correspondence is to be scanned for digital delivery.
1584. Packages. ICONIC Workspaces will not accept any items exceeding 4.5 kg (10 lbs.) in weight, 46 cm (18”) in any dimension, 0.03 cubic meters (1 cubic foot) in volume or if it contains any dangerous, live or perishable goods and shall be entitled in its absolute discretion to return any uncollected items or refuse to accept any quantity of items it considers unreasonable or unlawful. Items of larger size will only be accepted upon mutual prior agreement.  (i) Client agrees to pay for package notification service and storage fees if applies, the storage policy and pricing can be obtained through the Center Team. (ii) Following termination of this Agreement, any package left uncollected shall be considered abandoned and ICONIC may dispose of it without liability.        
1585. The Client agrees that ICONIC Workspaces may process, disclose or transfer any personal data which ICONIC Workspaces holds on or in relation to the Client provided that in doing so ICONIC Workspaces takes such steps as it considers reasonable to ensure that it is used only to fulfill the Client’s obligations under this Agreement or for work assessment and fraud prevention.  This Agreement is interpreted and enforced in accordance with the laws of the State of Florida.
1586. Client acknowledges that ICONIC Workspaces will comply with the United States Postal Service (USPS) regulations regarding mail.  Client must also comply with the USPS regulations and amendments and USPS interruptions of such regulations.  Failure to comply by Client will result in immediate termination of this Agreement.  If applicable, Client shall complete a separate U.S. Postal Service Form 1583 (“Form 1583”) to receive mail and/or packages at the ICONIC Workspaces.  Client acknowledges that pursuant to USPS regulations, this Agreement and Form 1583 may be disclosed upon request by any law enforcement or other governmental agency, or when legally mandated.  Client further agrees, upon request, to sign an updated version of this Agreement and any other necessary documents or forms related to process of service.  Client must use the exact mailing address, inclusive of the Suite Number or Private Mailbox designation, without modification as set forth in Section Three (3) of Form 1583,  Mail received by Client must bear a delivery address that contains at least the following elements, in this order,  (i) intended addressee’s name or other identification,  (ii) Street number and name, (iii) secondary address,  (iv) “Suite number” or your designated PMB number, and  (v) City, State and Zip Code (5-digit or ZIP +4).  USPS may return mail to the sender without a proper address endorsed “Undeliverable as Addressed, Missing Suite number or PMB or # Sign.”