Engage Member Terms of Service

DESCRIPTION OF SERVICES

For “Office Level” Members only (and not Virtual Members), Engage will provide Member with access to Office Space(s) as set forth in their Member Agreement (the “Office Space”). Engage may, at its discretion, relocate Member.  In addition, subject to availability and Engage approval, Member may relocate to a different office space during the Term, and the Member Fee will be adjusted accordingly. Unless the Member is relocating solely at the request of Engage, Engage will charge a relocation fee of $500 per office space in connection with the relocation.  In addition, Member will be provided access to space and amenities that are shared with other members as specifically set forth herein and in the Member Agreement, subject to change at the sole discretion of Engage (collectively, “Amenities”) (the Office Space and Amenities are, collectively, the “Services”).  

The Services are governed at all times by the Member Agreement including all exhibits attached thereto and are made available solely at the discretion of Engage.  Except as provided herein, access to the Amenities shall only be granted during Engage’s normal office hours, excluding weekends and holidays.

The term “Office Member” refers to a Member who receives one or more private office space(s) at Engage pursuant to their Member Agreement. “Virtual Members” are those Members who do not have private office space at Engage, but who have access to other Services (i.e., the Amenities only). For purposes of these Terms and Conditions, “Office Members” and “Virtual Members” are, collectively, the “Members” unless otherwise specified herein. 

KEYCARD ACCESS

Members with key/keycard privileges may access the Engage premises 24/7 but will not receive services or assistance from Engage personnel other than during business hours. All keys and keycards are the property of Engage, and Members may not copy keys or keycards. All keys and keycards shall be provided solely by Engage, and Engage will charge a fee of $50 for additional keys/keycards or replacement keys/keycards.

Member acknowledges that Member is participating in or using the Services at its own free will and that Engage has no liability to Member or any of Member's Designees, guests or clients with respect to: (a) Member’s access, participation or use of the Services (or lack thereof); (b) any loss of data, information, or privacy resulting from such participation or use; (c) any personal injury or damage, theft or loss of Member equipment, personal effects, or any other property; or (d) business interruption or any access to Engage or the Services.

ENGAGE STAFF

Engage staff are employees and contractors of Engage that are hired to perform specific roles as assigned to them by Engage, such as managing the facilities and equipment, handling mail, greeting Guests, answering questions, coordinating conference-space usage, and similar duties. STAFF ARE NOT TO BE USED FOR INDIVIDUAL MEMBER TASKS OR PROJECTS (e.g., making copies, printing documents, assisting with Member property or equipment, running errands, etc.) or handling any administrative duties for any individual Member.  

THIS IS NOT A LEASE OR A SUBLEASE, AND MEMBER IS NOT A TENANT OR SUBTENANT.  MEMBER AGREES AND ACKNOWLEDGES THAT MEMBER’S ACCESS TO ENGAGE PROPERTY, THE PREMISES, AND/OR THE SERVICES DOES NOT CONSTITUTE A LEASE NOR THE GRANT OF ANY TYPE OF PROPERTY RIGHT OR INTEREST IN ENGAGE, THE PREMISES OR THE SERVICES. MEMBERS ARE NOT “TENANTS” AND NO LANDLORD-TENANT RELATIONSHIP IS CREATED BETWEEN ENGAGE AND THE MEMBER, EVEN IF THE MEMBER AGREEMENT GRANTS THE MEMBER THE USE OF AN OFFICE OR DEDICATED WORKSPACE.  

ETHICAL OBLIGATIONS & CONFIDENTIALITY

Member understands and agrees that Engage is designed to foster a secure and professional environment for attorneys and other professionals who deal with sensitive information and materials. Regardless of whether Member is an attorney, during Member’s use of the Services, Member may be exposed to proprietary and confidential information such as: attorney work product, client materials, confidential conversations, court filings, and sensitive correspondence that is the property of Engage or other Members, Guests, or their clients (collectively, “Confidential Information”).

Member’s participation in and/or use of the Services requires Member to:

a. Not intentionally access or attempt to access Confidential Information of Engage or any other Member or Guest; 

b. Maintain any and all other Member and Guest Confidential Information in strict confidence;

c. Not disclose Confidential Information to any third parties;

d. Not use Confidential Information in any way that is directly or indirectly detrimental to Engage or any other Member or Guest, or any client of the same.

Moreover, for Members who are attorneys while using the Services, Member will comply with obligations as a lawyer under the Texas Bar Association’s Rules of Professional Conduct or the bar association of any and all other jurisdictions where they are licensed. Member agrees that it will not use such information in a manner inconsistent with the Texas Bar Rules of Professional Conduct.

NOTWITHSTANDING THE FOREGOING, ENGAGE IS NOT RESPONSIBLE FOR ANY BREACH OF CONFIDENTIALITY OR PROFESSIONAL ETHICAL RULES OR OBLIGATIONS CAUSED BY ANY MEMBER, DESIGNEE, GUEST, OR BY ENGAGE STAFF, ENGAGE CONTRACTOR,  OR ENGAGE NETWORK OR EQUIPMENT.

DAMAGE DEPOSIT 

Member agrees that 50% of an Office Member's the Damage Deposit is a non-refundable administrative and logistics fee. Member will not receive any interest on the Damage Deposit.  The Damage Deposit will be applied to any and all expenses related to termination, repair of walls or any other damage, and any unpaid Fees owed to Engage.  And remainder of the refundable portion of the Damage Deposit will be paid within 30 days of Termination, within 30 days after removal of all Member property from Engage, or determination and payment of all damages and related fees owed to Engage, whichever is later.

MEMBER FEE

In consideration for access to the Services and membership in Engage, Member agrees to pay the monthly Member Fee set forth in the Member Agreement (the “Member Fee”) for core Member Services. In addition, Member may incur charges premium amenities such as phone service, storage, and office furniture (“Premium Amenities”). The initial setup fees for any Premium Amenities will be included as a Start-Up Fee unless Premium Amenities are added after the Effective Date. In such instance, the Member will pay any setup charges for Premium Amenities at the time the Member requests them. Engage may require the execution of additional agreements or acceptance of additional terms and conditions as a prerequisite for granting Member any Premium Amenities. Engage reserves the right to increase the monthly Member Fee, and the number of Monthly Member fees applicable to Member, during the Member Agreement Term, should there be increases to Member office space, attorney count, and/or staff/designee count. The revised monthly Member Fee is effective immediately, and may be prorated as an additional charge and invoice, or effective on the 1st of the month following the increase and reflected in the higher “Total Member Fee” on the monthly invoice due by the 1st of each calendar month.

ADDITIONAL CHARGES

Member may incur additional charges related to the Services for certain special privileges or services not included in the Member’s membership including, without limitation, excess conference room use, Member charges that are incurred by Engage as a result of Member’s use of supplies, equipment, resources and/or other services that, in Engage’s sole judgment, exceed normal consumption (collectively, “Additional Services”). Engage will invoice the Member for the fees associated with such Additional Service.  

The "Total Member Fee" shall be the monthly total of all Member Fees, Premium Amenities, and Office Space Fees.

PAYMENT

Member agrees to pay the Total Member Fees on or before the 1st day of each calendar month. In addition, Member agrees to pay all charges for Additional Services within five (5) days of the date of the Engage invoice. If Engage does not receive all Total Member Fees or related charges when due, Member shall pay Engage a “Late Charge” of ten percent (10%) of the overdue amount. Failure to make any payment in full within such time is ground for immediate termination for cause. Unless otherwise agreed between Member and Engage, all payments must be made via (1) automatic debit from Member’s checking or savings account, (2) check, (3) bank transfer, (4) zelle/paypal; (5) credit card; or (6) any other means acceptable to Engage.   Member is responsible for all transaction costs associated with any payments (e.g., the credit card fee for payments made by credit card).

TERM

The “Term” means the period that begins on the Start Date as set forth in the Member Agreement and ends on the Expiration Date, subject to renewal or early termination as may be further provided herein.  Unless Member notifies Engage in writing at least 30 days prior to the Expiration Date of Member's intention not to renew, the Member Agreement will automatically renew for an additional Term identical in length to the prior Term.  Unless otherwise agreed in writing, at each Term renewal, the Total Monthly Fee will increase by 5%.

TERMINATION

Engage has the right to terminate the Member Agreement with or without cause. If Engage terminates the Member Agreement without cause, Member will be relieved from any further obligation to pay any portion of the Member Fee from the date of termination through the end of the then-current Term. In the event Engage terminates the Member Agreement for cause, or if Member terminates the Member Agreement for any reason, Member is liable for all remaining Member Fees and related obligations set forth in the Member Agreement throughout the rest of the then-current Term.  Moreover, termination of the Member Agreement for any reason shall not obviate Member’s obligation to pay Member Fees, other fees, and charges for Additional Services incurred prior to the date of termination. Within five (5) days of termination, Member shall surrender all Engage keys, access cards, mailbox keys and other property, and will remove any Member property from Engage during Engage’s normal business hours. Any property not removed by the terminating Member within such period shall be deemed abandoned and Engage may destroy or otherwise use or dispose of any and all such property. Engage is not responsible for forwarding any mail or packages received after the termination date. Engage will refuse, return, or dispose of any mail or packages addressed to Member and received by Engage after termination. Failure to comply with the Terms and Conditions or Standards (as defined herein) is grounds for immediate and permanent loss of access to Services and termination of the Member Agreement.

The Damage Deposit is not a cap or maximum of the amount a Member may owe to Engage with respect to damages or other costs, and Member is liable for any damage or other charges in excess of the Damage Deposit.

UNLAWFUL OR PROHIBITED USE

Member may not use the Services for any purpose that is unlawful, prohibited by the Terms and Conditions, or otherwise inappropriate. Member may not use the Services in such a manner that would interfere or overload any Engage server. Member may not interfere with any other party’s use and enjoyment of any Services. Member may not attempt to gain unauthorized access to any Services or computer systems. Member may not obtain or attempt to obtain any materials or information through any means not intentionally made available by Engage.

MEMBER LIABILITY FOR DAMAGES

Member is financially responsible for any damage caused by Member or any Guest of Member to Engage premises, equipment and/or property, and agrees to pay any such charges when invoiced by Engage. 

COMMUNITY STANDARDS

Member will comply with the Engage Community Standards (the “Standards”) as amended from time to time at Engage’s sole discretion. VIOLATION OF THE STANDARDS WILL RESULT IN TERMINATION OF MEMBERSHIP FOR CAUSE. In the event of a dispute between the Standards and the Terms and Conditions, the Standards shall prevail. Additionally, Members and Guests must comply with the “Campbell Centre Rules and Regulations”.

WARRANTY DISCLAIMER

To the maximum extent permitted by law, Engage provides the Services “as is,” with all faults and flaws. Engage hereby disclaims all warranties and conditions, whether express, implied, or statutory, including but not limited to any warranties or duties related to: merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses, results, workmanlike effort, and lack of negligence. There is no warranty, duty, or condition of: title, quiet enjoyment, quiet possession, correspondence to description, or non‐infringement. The entire risk as to the quality or use of the Services remains with Member.

WAIVER OF LIABILITY

To the maximum extent permitted by law, Engage and all its officers, owners, agents, members, employees, representatives, successors, and assigns hereby waive any liability for:

a) Any direct, special, incidental, indirect, punitive, consequential, or other damages arising under state, federal, or international law;

b) Any damages for loss of profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty (including good faith or reasonable care), or negligence;

c) Any damages for breach of contract, estoppel, misrepresentation, or non‐disclosure;

d) Any damages for failure to provide reasonable accommodation, bailment, strict liability, breach of warranty, or landlord‐tenant disputes;

e) Any damages for errors, omissions, willful misconduct, and fraud;

f) Any damages or loss related to an Internet or other security breach, network downtime, loss or inaccessibility of data services, or any similar issues related to communications, computer networks or other electronic systems; 

g) Any damage or loss related to surges or lack of electrical, phone, water HVAC, or other utility services, or any other service provided by any third party outside the direct control of Engage; 

h) Criminal or tortious acts and omissions by any Members, Guests, vendors, contractors or others; and

i) Any other pecuniary or other loss whatsoever, whether or not Engage has been advised of the possibility of such damages.

LIMITATION OF LIABILITY AND REMEDIES

The entire liability of Engage and all its owners, agents, directors, members, employees, representatives, successors, and assigns for any damages sustained by Member shall be limited to the lesser of: (1) actual damages up to the total Member Fees actually paid by the Member, or (2) actual damages up $1,000.

INDEMNIFICATION

Member releases and agrees to indemnify, defend, and hold harmless Engage and all its owners, directors, officers, agents, members, employees, representatives, successors, and assigns from all claims, liabilities, losses, damages, costs, expenses, judgments, fines, and penalties. Member acknowledges that Member hereby waives any right to bring a claim or lawsuit against Engage in connection with the Services. In the event that Member breaches the contract and brings a claim or lawsuit, Member shall be liable for any attorney’s fees and costs incurred by Engage or its respective agents in connection with the defense of such a claim or lawsuit.

INSURANCE

Engage’s insurance coverage is not intended to insure, protect or indemnify Members, Guests, or any other users of the Services, or their personal property. Each Member is encouraged to obtain insurance for Member’s own property and liability.

ADDITIONAL DOCUMENTS/AGREEMENTS

Member agrees to execute any and all other agreements and consents as may be needed by Engage to provide the Services, including without limitation a USPS mail-handling form.

AMENDMENTS

The Member Agreement may be amended only by a writing signed by the parties, except that amendments relating to changes in Services and Member Fees may be approved without the need for signatures, provided both Engage and Member approve the changes in writing.

CHOICE OF LAW AND FORUM

Any dispute arising in connection with the Member Agreement or the Services shall be determined in accordance with the laws of the State of Texas exclusively by a court of competent jurisdiction in Dallas County, Texas.

MEMBER STAFF

If Member has any employee or contractor staff (clerks, paralegals, etc.) - other than Designees, as defined below - that do not qualify to be members of Engage, and desires that the staff will have regular access to Engage, such persons are “Member Staff” and deemed to be “Guests” as provided herein. All Member Staff are subject to the Member Agreement, including these Terms and Conditions and the Standards, and failure of a Member’s Staff to adhere thereby is grounds for termination of the Member Agreement for cause. Engage will not provide access for any Member Staff (i.e., we will not unlock any doors for them), and Member Staff are not allowed access to Engage outside of business hours unless the Member is present, absent prior consent from Engage. Member Staff will not be given floor keys/keycards absent express written consent from Engage.

DESIGNEES OF ENTITY MEMBERS

Members and Entity Members may designate one or more persons as its Designees, each of whom who shall be treated by Engage as a “Member” pursuant to these Terms and Conditions. All Designees are bound by these Terms and Conditions and the Standards, except with respect to the payment of Member Fees and fees for Additional Services, which shall be the sole responsibility of the Entity Member.

Engage may, in its discretion, set a limit on the number of a Member’s Designees, and reserves the right to refuse to allow any person to be a Designee. All key-card holders must be Designees. Any replacement Designee must agree in writing to the terms of the Member Agreement and the Standards. Designees will surrender all keys, keycards, and other Engage materials to Engage upon the termination of their relationship with Member. Otherwise, the Member will be liable for the replacement or rekey expenses. Termination of any person as a Designee will not alter the Member Fees nor any other obligation of the Entity Member under the Member Agreement, nor shall it terminate the Member Agreement. 

Virtual Members may have only one Designee. If an Entity Member is a Virtual Member and has two co-workers (Designees), the Entity Member’s monthly Member Fee will be two times the then-current Member Fee for Virtual Members.

If you have any questions or suggestions regarding these Terms, please contact us at: info@engagelawspace.com