SaGE Workspace provides Host Services for its Members to book Host Services through the Platform. Any use of Host Services must comply with SaGE Workspace Terms of Service.
SaGE Workspace shall maintain and operate the Platform to facilitate the listing, marketing of the Host Venue/s by Members for Host Services. SaGE Workspace shall provide technical support for access and use of security, billing and other integrated systems via the Platform.
For all Host Services processed through the Platform, SaGE Workspace must provide the Host with notification and seek confirmation at least twenty-four (24) hours prior to the Member's scheduled Host Service start time.
The Host shall be solely responsible for, and bear all cost and expense associated with, the following obligations, which are acknowledged as material terms of this Agreement:
Host Services shall be made available for Members’ use at the Host’s location (“Venue/s”) during the Operating Hours listed above.
Hosts shall allow and ensure that Members have access to the Venue/s during the Operating Hours listed above. Doormen, security guards, receptionists etc. shall be instructed to allow Members into the Venue/s. If applicable, Electronic Access (Codes, Apps etc.) shall be given to the Members in advance.
The Host may provide keyless entry to the workspaces and maintain a functional, keyless access control system compatible with the Platform.
Hosts shall maintain the Venue/s in a clean, safe and secure condition, free from known hazards or defects that could endanger Members, employees and all other stakeholders, and in compliance with all applicable laws, regulations, and ordinances and any applicable building regulations of the Host country.
Hosts are responsible for securely storing, forwarding, scanning and shredding mail & packages of Virtual Office Members at the Venue/s.
The Host shall maintain the meeting spaces in accordance with the following cleaning protocols:
Hosts ensure that all Members have complete privacy, except in case of emergencies.
Hosts shall provide all Amenities listed on the SaGE Workspace website to the Member. Hosts shall inform the Member if any of the Amenities are not available and provide necessary alternatives for the Members.
Hosts shall provide fast and uninterrupted Wi-Fi to all the Members at the Workspace. The Host shall not charge Members for Wi-Fi under any circumstances. The Host shall provide a Network name and Network Password to SaGE Workspace and shall notify SaGE Workspace of any changes to the Name and Password at least twenty four (24) hours in advance.
If the Agreement indicates that SaGE Workspace shall design and provide, install and maintain furnishings, décor and signage (“Design, Equipment & Signage”) for the Venue/s, the responsibilities of both Parties shall be detailed as follows.
If the Agreement indicates that SaGE Workspace provides furnishings and security for the Venue/s, then SaGE Workspace shall maintain sole & exclusive discretion in establishing and adjusting rates and charges (“Fees”) for the Host Services, based on market research & pricing algorithms. SaGE Workspace may add increased rates for after-hours, weekend or holiday bookings.
If the Agreement indicates that the Host provides the Design, Equipment & Signage for the Venue/s, then the Host shall maintain sole & exclusive discretion in establishing and adjusting rates and charges (“Fees”) for the Host Services, based on market research & pricing algorithms. The Host may add increased rates for after-hours, weekend or holiday bookings.
Any Fee changes must be submitted through the Platform to take effect; notifying Members directly will not update the rates or affect payments processed through the Platform. Changes to the Fee will not affect the amount billed, and Host Services that have already been contracted, even if such Host Services have not yet begun.
SaGE Workspace shall be solely responsible for billing Members and collecting payments for Host Services.
The parties agree to split the monthly Gross Income from the Host Services as follows.
“Gross Income” means the total actual revenue received by the Host for the entire month. SaGE Workspace does not guarantee that Gross Income will reach a particular amount in any given month. The Gross Income used for revenue sharing shall exclude all reservations made by the Host or its affiliates. Furthermore, Gross Income shall be calculated prior to the deduction of any discounts, promotions, or fee waivers offered to Members.
SaGE Workspace may modify applicable Platform Charges and Fees with thirty (30) days’ written notice.
Members may be invited to rate and review their experience after use of Host Services on the SaGE Workspace Platform.
Members may cancel a Host Service up to 24 hours before a Host Service begins at no cost in accordance with SaGE Workspace’s Terms of Service. SaGE Workspace may charge the Member for the entire Service if the cancellation is after the established deadline.
Under the SaGE Workspace Billing Option, SaGE Workspace will collect all applicable Fees from Members for completed Host Services and remit payment to the Host (the “Amount Due”) within thirty (30) days by direct deposit after the end of each month in which such Fees were collected. For monthly Host Services that begin or renew on the first of the month, payments will be issued within thirty (30) days of that start date.
In case of offline Host Services, Host shall distribute SaGE Workspace’s share of Gross income monthly by a direct deposit.
Hosts may not convert a Member billed directly by SaGE Workspace (“SaGE Billing Option”) to a Member billed directly by the Host (‘Host Billing Option”) unless a pre-existing written agreement exists. SaGE Workspace reserves the right to reinstate the SaGE Billing Option, if sufficient documentation is not provided.
No Platform Charge applies to Host Services billed under Host Billing Option or to Host Services that are cancelled and fully refunded under agreed cancellation policies.
SaGE Workspace may offer promotional discounts applied to Host Service Fees at checkout, which are issued by SaGE Workspace (“SaGE Coupons”) or at the Host’s request (“Host Coupons”).
SaGE Workspace may also provide a unique link (the “Referral Link”) for the Host’s promotional use. SaGE Workspace shall pay a fee of $100 per referral for who registers as a Member or registers as a SaGE Host and generates revenue within twelve (12) months from the date of registration.
SaGE Workspace reserves the right to withhold or offset payments for disputed charges, refunds, chargebacks, investigations, and missing or incomplete tax, account and other information and or documents.
Host payment disputes must be submitted to SaGE Workspace in writing within thirty (30) days of receiving such payment. Failure to do so shall be deemed a waiver of the right to dispute the payment.
The Host hereby makes the following binding representations & warranties as material components of this Agreement.
The Host confirms it possesses the requisite corporate authority to execute this Agreement, be fully bound by its stipulations, and perform its contractual duties.
Host holds all necessary rights, permits and approvals to list, operate and provide Host Services at the designated Venue/s through the Platform. The Host shall strictly follow all applicable laws, rules, and licensing stipulations enacted for the proper function and lawful conduct of the Host Services. The Host assures that the designated Venue/s are appropriately zoned for the commercial uses specified in this Agreement and maintain valid certificates of occupancy.
The Host affirms continuous adherence to all relevant statutes, regulations, and governmental rules concerning the provision of access to the Venue/s and the delivery of Host Services. Furthermore, the Host warrants that this Agreement does not breach any existing lease agreement, that all necessary third-party consents have been secured, and that no action will be taken that results in a default under any such lease.
The Host is free from any external obligation, whether contractual or legal, that could impede its complete performance or restrict SaGE Workspace's full exercise of its rights under this document.
The Host must procure and maintain all insurance policies mandated by any lease, mortgage, or other encumbrance affecting the Venue/s. If the Host holds fee simple title to the Venue/s, the Host shall secure commercial general liability insurance and comprehensive property coverage (including fire and all risks) with a minimum limit of Two Million Dollars ($2,000,000). Evidence of such insurance, in the form of a certificate, must be provided to SaGE Workspace. SaGE Workspace shall also secure and maintain commercial liability and property insurance with a minimum limit of Two Million Dollars ($2,000,000).
This Agreement shall commence on the Effective Date and shall remain effective for a period of 12 months (“Term”). The Term shall automatically renew for a 12-month period at the end of each Term, unless terminated by either party.
The Host authorizes SaGE Workspace staff and its contractors to access and use the listed Venue/s as needed for testing, quality assurance, or operational support purposes. Such use shall be scheduled with reasonable notice, subject to availability, and provided at no cost to SaGE Workspace.
Either Party may terminate this Agreement for any reason upon providing sixty (60) days’ prior written notice to the other Party. Should the Host elect to terminate this Agreement with less than sixty (60) days’ written notice, the Host shall be liable for an early termination fee ("Early Termination Fee"). The Early Termination Fee shall equal SaGE Workspace's Revenue Share of all Host Services already scheduled during that sixty (60) day period, for which SaGE Workspace reserves the right to offset any payment due to the Host. Notwithstanding the foregoing, either Party may terminate this Agreement immediately if the other Party is in material breach of any term, provided the breach remains uncured five (5) days following the complaining Party’s written notice of such breach.
The relationship created when a Member utilizes Host Service through the Platform constitutes a revocable license granted by the Host, not a lease, tenancy, or any interest in real property. Any references to "rent," "booking,", “subscription” or "reservation" on the Platform refer directly to this short-term license.
The Host shall defend, indemnify, and hold harmless SaGE Workspace, its affiliates, officers, and employees ("SaGE Workspace Released Parties") from any and all costs, liabilities, damages, and claims arising from (i) the Host’s breach of any term of this Agreement, or (ii) the Host’s failure to comply with Section 6 (Representations). Conversely, SaGE Workspace agrees to indemnify the Host against third-party claims alleging that the SaGE Workspace Platform infringes on their intellectual property rights, or (iii) use of the Platform, except to the extent caused by gross negligence or willful misconduct by SaGE Workspace. The Host understands and agrees that SaGE does not act as a Member or Host insurer or agent, and any agreement is between the Host and the Member, and SaGE Workspace is not a party to that agreement, even if that agreement consists of SaGE Workspace’s License Agreement.
Under no circumstances will SaGE Workspace or the SaGE Workspace Released Parties be liable for any indirect, punitive, special, exemplary, or consequential damages (including lost revenue or profits). SaGE Workspace explicitly disclaims any liability to the landlord, owner, or property manager of the Venue/s. Should a court find SaGE Workspace liable for a claim by the landlord, such liability is expressly capped at ten percent (10%) of the Gross Income earned during the six (6) month period immediately preceding the event associated with the specific Venue/s to which the claim relates.
The Host agrees to hold all confidential information, proprietary data, and nonpublic information received from SaGE Workspace, including the terms of this Agreement, in strict confidence. During and after the Term, neither Party shall publicly disparage the other Party concerning any matter related to this Agreement.
Under no circumstances will SaGE Workspace or the SaGE Workspace Released Parties be liable for any indirect, punitive, special, exemplary, or consequential damages (including lost revenue or profits). SaGE Workspace explicitly disclaims any liability to the landlord, owner, or property manager of the Venue/s. Should a court find SaGE Workspace liable for a claim by the landlord, such liability is expressly capped at ten percent (10%) of the Gross Income earned during the six (6) month period immediately preceding the event associated with the specific venue/s to which the claim relates.
All formal legal notices, demands, and communications must be in writing and shall be deemed effectively delivered upon receipt via reputable commercial courier, certified mail, or personal service. Routine business communications, including payment statements and non-material administrative notices, may be sent by email to the designated contacts on the cover page.
Any disputes with SaGE Workspace related to Host Terms or from access to or use of the Platform and/or Venue/s will be resolved informally first.
If Host & SaGE Workspace are unable to resolve the dispute informally, the dispute will be resolved by a neutral arbitrator. Host agrees that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that the Host and SaGE Workspace are each waiving the right to a trial by jury or to participate in a class action. This Arbitration Agreement will survive any termination of these Host Terms.
If either party intends to seek arbitration, after following the informal dispute resolution procedure, the respective party must first send written notice, by registered or certified mail to either Party’s principal office, stating the party’s intent to arbitrate (“Notice”). The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought. The arbitration will be administered by the International Institute for Conflict Prevention and Resolution (“CPR”) under the CPR Rules for Administered Arbitration by a single arbitrator. The arbitration will be conducted in New York County, New York, U.S.A.
Each party will be responsible for paying any CPR, administrative and arbitrator fees in accordance with CPR Rules. Nothing in this Arbitration Agreement shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property, or unauthorized access to the Platform.
All claims must be brought in the respective party's individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, and, unless the Parties agree otherwise in writing, the arbitrator may not consolidate the claims of more than one person.
The Host agrees that, by entering into these Host Terms, the Host and SaGE Workspace are each expressly waiving their respective right to a trial by jury or to participate in a class action. Should the prohibition against class actions and other claims brought on behalf of third parties contained herein be found to be unenforceable, the entirety of this Arbitration Agreement will be null and void.
If for any reason any claim proceeds in court rather than in arbitration, the dispute will be governed by the laws of the State of New York without regard to or application of its conflict of law provisions or the Host's state or country of residence and will be brought solely in the federal or state courts located in New York County, New York, United States.
If either Party is unable to perform any of its obligations under this Agreement because of a judicial or government decree or regulation, communication line failure, power failure, any natural disaster or act of God, war, terrorism, invasion, insurrection, riot, the order of any civil or military authority, fire, flood, earthquake, weather, lockouts, strikes, the unavailability of personnel due to injury, sickness, death, or termination of employment, which is not the fault of such Party, or other cause beyond such Party’s reasonable control, the Party so affected shall promptly give notice to the other Party and shall do everything possible to resume performance. Upon delivery of such notice, all obligations under this Agreement shall be immediately suspended. If the period of nonperformance exceeds thirty (30) days, the Party receiving notice may terminate this Agreement by written notice. The Parties agree to be bound by the terms hereof as of the Effective Date and have caused this Agreement to be executed by their duly authorized representatives.
