Terms & Conditions

Terms and Conditions

1. We Are Gyvr Lehi MGMT. LLC DBA GYVR Lehi, hereafter referred to as “we”, “our”, “Gyvr” or as “Gyvr Lehi”. These are our Terms of Business (the “Terms”). The Terms apply to your use of our products, services, and spaces, and also apply to (and are incorporated into) the Service Agreement which you, the Member, may have entered into electronically through one of our online sign-up platforms (which we refer to simply as your “Membership Agreement” or “Agreement”). This Agreement contains all the terms we have agreed to, including these Terms, and supersedes any previous agreement you may have with us for the same services. To the extent that Members book rooms, desks, or other resources on an hourly basis (a “Booking”), Members also agree to be bound by the Terms and Conditions applicable to such Bookings, as those Terms and Conditions may be updated from time to time.

2. We or other providers may offer additional services outside of those detailed in these Terms. Any such additional services shall be described, and associated terms agreed to, in one or more separate services agreement. Member understands and agrees that Gyvr Lehi does not warrant, and explicitly disclaims any liability for, any such additional services unless Gyvr Lehi is the stated services provider in the services agreement.

BASIC MEMBERSHIP FEES INCLUDED

3. Office and Professional Services. Member may list Gyvr’s address of a place of business and may receive mail at our location. Member must obtain a business license for business if listing and operating a business at the Gyvr location at Member’s expense. Members are permitted to have clients and guests use and visit the Members. Clients and guests are the responsibility of the Member. If the guest is using the facilities, amenities, and shared or dedicated desks regularly, independently, or without a Member present, guest will be required to become a Member to continue using the facilities and be bound by their own Membership Agreement, Terms, and payments.

4. Gyvr Lehi NET. Included in your Membership is access to the Internet via our Gyvr Lehi NET. Member must comply with any copyright notices, license terms or other notices appearing on screen or as part of any material on the Internet or our network. Member must not copy, use or exploit such software or other material in any way, unless we have explicitly given Member permission to do so. Member must strictly comply with the terms of any permission that we give. We do not make any representations as to the security of the Gyvr Lehi NET (or the Internet) or of any information that Member place on it. Member should adopt whatever security measures (such as encryption) you believe are appropriate to your circumstances. We cannot guarantee that a particular degree of availability will be attained in connection with your use of the Gyvr Lehi NET.

5. Member hereby warrant to us that your use of the Gyvr Lehi NET will not infringe the rights of any third party. Member agrees to comply with the Gyvr Lehi NET Technology Policy as set out on the reverse of the Gyvr Lehi NET IT Connectivity Order form. If we fail to provide the services requested and agreed to in the Connectivity Order Form, your sole and exclusive remedy shall be the remedy of such failure by us within a reasonable time after written notice. This warranty is in lieu of all other terms, conditions and warranties, whether express or implied by usage, custom, statute or otherwise, appertaining to the provision of the Gyvr Lehi NET and the manner in which we perform our obligations and exercise our rights. We do not warrant that the internet access provided via the Gyvr Lehi NET will be uninterrupted or error free.

6. Shared Office(s), Shared Desk(s), and Coworking Space(s): Members are not to add to or take away from any coworking spaces. There is a clean Desk, clean Office policy. Shared resources should be returned to the original state by the end of day. There are NO designated coworking spaces or Dedicated Desks for ANY Member with a Basic Membership. Common areas are NOT meeting areas. If Members want to have a meeting Members will need to have it in your office or book a conference room. Every coworking space will need to be cleared each night, meaning Members cannot leave ANYTHING in a coworking space overnight; anything left overnight will be impounded. Impound fee for retrieving items will be $100 per item.

7. SERVICES NOT INCLUDED IN BASIC MEMBERSHIP FEES: The Basic Membership does not include dedicated parking, dedicated desks or dedicated offices, and may include limited credits for reserving ( referred to in this Agreement as “Book(ed)”) resources and spaces. These services are available for an additional fee and can be Booked using your Member Management Software or the current booking management system we use at the time of Booking (referred to in this Agreement as “Archie” or “Archie App” ), which is the software used by Gyvr to manage Members, resources, communications, payments, and access. Please note, Gyvr reserves the right to modify or change the Member Management Software at its sole discretion. In the event of such changes, Gyvr will ensure that transitions are as smooth as possible and will provide training and support for

SERVICES INCLUDED IN STANDARD MEMBERSHIP FEE:

8. Dedicated Desk(s) or Office(s): Gyvr commits to providing the number of Dedicated Desks and/or Offices (collectively referred to in this Agreement as “Accommodation(s)”) as specified in the Membership Agreement. These Accommodations are purchased either by an individual Member or a Company’s duly authorized representative, herein referred to as the “Purchaser.” The specific details of the Accommodations initially allocated for Member’s use are listed in the Member’s Agreement. It is understood, however, that circumstances may necessitate the reassignment of different Accommodations. In such cases, Gyvr ensures that the alternative Accommodations provided will be of equivalent size and functionality. We will endeavor to seek prior approval from the Member for any such reassignment. It is important to note that private office suites are typically provided without furnishings. As such, Members are required to furnish these suites at their discretion and expense. Gyvr shall not be responsible for providing any furnishings or equipment for private office suites unless specifically agreed upon in writing.

8.1 Additional Amenities and Resources. As a Gyvr Lehi Member you will also be provided access to additional amenities, including, but not limited to, gym, showers, kitchen, break area, tvs, drink machine(s), coffee, and snacks provided that waivers or other additional terms and conditions are agreed to, as applicable. These amenities are provided at the sole discretion of Gyvr Lehi and may be altered or canceled at any time without notice.

8.2 Additional Paid Amenities. Amenities including access to the VR booths, golf simulator, and event discounts are available to be added to your membership for an additional fee, at the discretion of Gyvr Lehi and as agreed upon between both parties.

8.3 Credits usage for Resources. Every Member will be allocated a specific number of credits, assigned at time of contract. The allocation may be changed at the discretion of Gyvr Lehi Management. A written notice will be sent via email, Archie message, and/or other types of communication that may include text messages, in the event the credit allotment is changed. Credits are used to reserve specific rooms that are public and private facing, this includes but is not limited to conference rooms, training rooms, shared desks, shared offices, dedicated desks, dedicated offices, and special event space. Credits are available for the given month and will not roll over. When the Member has used all their credits, the member may purchase the space for the remainder of what is due in order to Book the specific resource.

USING THE FACILITIES

9. Occupying A Dedicated Desk(s) and/or Office(s)

9.1. Dedicated Desk(s) and Office(s): Member will be assigned to a Dedicated Desk based on available inventory. In order to be eligible for an Office with Dedicated Desks Member will need to purchase the required Gyvr Standard Memberships for that entire Office. For example, an eight (8) person Office requires eight (8) Memberships at the Standard rates in order to be assigned the Office, whether Members utilize all eight (8) Memberships for that Office is up to the discretion of the Member. By occupying Member’s Dedicated Desk(s) and Office(s) you agree to accepting the condition of your space (walls, doors, etc.) and equipment (desks, whiteboards, etc.) unless otherwise provided in writing. Any damage to the equipment and space will be the responsibility of the Member to be repaired or replaced within 14 days of ending Membership.

9.2 Assigning Memberships: Purchaser of the Memberships may at any time manage and assign Memberships to employees through our Member Management Software ( as you hire, change, or fire employees. The minimum Memberships and Term is part of this Agreement, but how those Memberships are allocated is up to the purchaser of the Memberships. If additional Memberships are needed, more Memberships can be purchased at the Basic, Standard, and Warehouse Membership rates.

9.3 Noise Levels: This is a shared working space. During business hours, Members may not operate music outside of an office or booked conference room. If Member’s play music, or have any sounds in your office space, it should not be at a level that others outside of Member’s space can hear, or are disrupted by. If Members are to take a phone call, the phone call must be taken in a phone booth, office, or away from other Members so that you are not distracting them, and they do not interrupt you.

9.4 Parking: Gyvr’s parking is organized into four sections: Visitor, Dedicated, Permit, and Open Parking. A detailed parking map will be provided to Members to clearly indicate designated stalls and areas. Members are expected to read, understand, and follow the guidelines laid out in the map.

9.4.1 Parking limits and risks: Members and their guests acknowledge and agree that parking in the Gyvr lot, including in the Visitor, Dedicated, Permit, and Open Parking areas, is entirely at their own risk. While Gyvr endeavors to monitor the parking lot and enforce the parking regulations, we cannot guarantee that unauthorized parking in designated spots will not occur. Members and guests agree to indemnify and hold Gyvr harmless against all liabilities, claims, damages, losses, and expenses arising from any incidents or accidents involving their vehicles in the parking lot. This indemnification includes, but is not limited to, damage to the vehicle, theft of the vehicle or its contents, and any injury arising from the use of the parking facilities.

9.4.2 Monitoring & Enforcing Parking: Gyvr is committed to maintaining a safe and orderly parking environment and will make reasonable efforts to monitor the parking areas and enforce parking rules. However, Members and guests are responsible for their own property and should take appropriate measures to secure their vehicles and belongings. Members are also responsible for informing their guests of these parking terms and ensuring their compliance. Violations of parking regulations by guests will be the responsibility of the respective Member, who may face applicable fines and penalties as outlined in Clause 9.4.7.

9.4.3 Visitor Parking: Visitor Parking is designated exclusively for guests visiting Gyvr Hub or the businesses of our Members. Members are not allowed to use these spots. Visitor spots are available on a first-come, first-serve basis.

9.4.4 Dedicated Parking: Dedicated Parking spots are allocated and reserved 24/7 for Members who opt for this service. The fee for each Dedicated Parking Spot is $300 per month. These spots are primarily for vehicles and trailers; external storage units or machinery require prior written approval and may incur additional fees. Parking overnight in these spots is at the Member’s own risk, as Gyvr Hub does not monitor the lot outside regular operating hours.

9.4.5 Permit Parking: Permit Parking is available to Members through the purchase of a parking permit, issued on a first-come, first-serve basis. The fee for each permit is $100 per month. While a permit guarantees a spot in the lot, these are not dedicated spots and are available on a first-come, first-serve basis among Permit holders. The number of permits is limited to ensure availability.

9.4.6 Open Parking: Open Parking spots are available to Members and their guests on a first-come, first-serve basis.

9.4.7 Violations and Fees: Members and guests who violate parking regulations, such as parking in Visitor, Dedicated, or Permit areas without authorization, will be subject to a $100 fine for each occurrence. Repeat offenses or unpaid fines may lead to the vehicle being booted or towed at the owner’s expense. Members and guests are not permitted to alter or remove Gyvr parking signage. In addition to onsite parking, street parking, public transportation, and a park-and-ride facilities are typically located near the building as alternatives. Due to limited parking availability, Members are advised to plan their parking arrangements accordingly and avoid illegal parking.

9.5 Warehouse: Gyvr Lehi is a warehouse that will receive all Member deliveries for you, when they are scheduled. If they are not scheduled in the Archie app, or with our Community Manager at least 24 hours prior to delivery, then we as Gyvr cannot guarantee timely reception. Once a delivery is received by our warehouse staff, we will place it in Member’s designated area or cage. If the delivery does not fit, there will be a fee of $50. Regarding shipments, anything under 70 lbs left in the mailbox-out on the east end of the arena will be scheduled by Gyvr staff for pick up of USPS, free of charge. IShipments going out heavier than 70 lbs through USPS, Member are required to schedule a big pick up truck & pay the extra fee under USPS guidelines. Please see UPSP’s website for more pickup information.

9.5.1. Storage: By occupying Member’s Storage space you agree to accept the condition of the floor and the security fencing, locks, and gate surrounding your designated area. Drilling, screws, or other fasteners in the floor are not permitted. Any damage to the equipment and flooring will be the responsibility of the Member.

9.5.2 Pallet Storage: Member will have the option to store goods and materials on pallet shelving provided by Gyvr Lehi. Any pallet spaces, defined as 4’x4.5’x5’ space, will be charged at a rate of $50/space for 30 days. Gyvr Lehi will be responsible for placing and lowering any goods, only available during business hours, and will provide a forklift and forklift driver for such service. Note that any pallet storage spot can be occupied by different goods over the 30 day period. In other words, multiple pallets can be moved in and out of a given spot. If the goods occupying the space are still in the pallet shelving upon completion of the 30 days then that space will renew at the same rate for another 30 days.

9.6 Event Arena: If there is a paid event going on in the venue arena, Members may NOT access the arena at any time during the event. Conference room 2 will be completely booked out so that there is no access. The noise level in the arena will be less than 80 dBA during business hours (8am – 6pm). After these hours, the noise level will be permitted to be anywhere between 80 dBA & 110 dBA.

9.7 Keys and access: Gyvr Lehi uses a hybrid of electronic keys and physical keys. If a member is issued a physical key the Member will be given two (2) physical copies, per storage space or office that is provided. Keys may be duplicated by the Member at their cost. In the event a key is lost, there is a $75 fee to replace the key and two copies will be issued.

10. The Nature Of Your Business.

10.1. Office and Coworking: Members must only use the Accommodation for business purposes, and only for the business stated in this Agreement or subsequently agreed to by us. Office/Accommodation use of a “retail” nature, involving frequent visits by members of the public, is permitted with approval in writing. Member must disclose this as part of the Membership Agreement to Gyvr and share the intended hours, people, and usage of the space. Members must not carry on a business which competes with our business of providing serviced office, shared warehouse, or other coworking accommodations. Members must not use the name Gyvr Lehi or any of its associated companies in any way in connection with your business function without written consent by Gyvr management.

10.2. Storage: Members must only use the Accommodation for storage or light assembly purposes, and only for the business stated in this Agreement or subsequently agreed to by us. Be courteous and considerate of fellow members of the space, taking care to avoid excessive noise or other disruption. Use of a “retail” nature, as described in the preceding Section of this Section, is not allowed without approval and written consent. Storage of hazardous or dangerous material is not allowed. Gyvr Lehi reserves the right to enforce removal of any supplies, materials, or other items that can result in a danger to other clients, employees of Gyvr Lehi, or to the building itself at the expense of the Member. Gyvr Lehi also reserves the right to dictate what actions or business activities can be performed within the storage space. Generally speaking, manufacturing, building, tool use, painting, etc. is not permitted in the storage space. If Members have any questions regarding approval of Members’ respective business activity, contact the General Manager of the space. Gyvr Lehi reserves the right to alter these policies at any time and in our sole discretion.

11. Business Name And Address: Member may only conduct business in a name that is properly registered with the State of Utah. Member must receive written approval in order to put up signs on the doors to your Office(s) or Dedicated Space(s). Member may use the business address as the Member’s business address. If Member uses the business’s address as your registered business address, Members must have a third-party registered as your agent for service of process.

12. Taking Care Of Gyvr Property: Member is responsible for taking good care of all parts of the facilities, equipment, fittings and furnishings which are used. Member must not alter any part of the space or equipment. Members are liable for any damage caused by the Member and your guests or clients.. If Members receive access to the warehouse section you are required to follow all standard safety measures. This includes extreme caution if and when a vehicle into the warehouse. Members also acknowledge that upon bringing in a vehicle, Member assumes and maintains all liability associated with that vehicle, as well as any damage that may be caused by said vehicle. Members also release and will hold harmless Gyvr Lehi from any liability associated with damage to or by your vehicle.

12.1. NO PETS: Except for service animals or approved support animals for persons with disabilities, no pets are allowed (even temporarily) anywhere in or about the Gyvr Lehi property without prior written authorization. Care and feeding of stray or unauthorized animals or pets is prohibited. If you violate this no pets policy Member will be charged a fee of no less than $200 per incident, in addition to all costs pertaining to damage, de-fleaing, deodorizing, and/or carpet shampooing to protect future residents from possible health hazards.

13. Office Furniture And Equipment. Members must not install any furniture or office equipment, cabling, IT or telecom connections without our consent, which we may refuse in our sole discretion.

14. Keys And Security: Any keys or entry cards which we let Member use remain our property at all times. Members must not make any copies of them or allow anyone else to use them without our consent. Any loss must be reported to us immediately and Member must pay the cost of replacement keys or cards and / or changing locks, if required. If Members are permitted to use the business center outside normal working hours it is Member’s responsibility to lock the doors to your Accommodation and to the business center when you leave. Additional access codes or keys are available upon request, for an additional fee. If Members are found to be facilitating consistent access to unregistered associates, employees, and/or any other individual, Member will be responsible for associated access and service fees, as incurred. Consistent access is defined as accessing the space and utilizing any business center services for more than 10 days in a given month. All common areas and warehouse spaces are secured with 24/7 video monitoring. Exterior entrances and general property are also secured with 24/7 video monitoring. Member consents to and accepts said video monitoring as described

15. Comply With The Law. Member must comply with all relevant laws and regulations in the conduct of your business. Illegal activity is prohibited. Member must not do anything that may interfere with the use of the business center by us or by others, cause any nuisance or annoyance, increase the insurance premiums we have to pay or cause loss or damage to us or to the owner of any interest in the building which contains the business center. Member acknowledge that (a) the terms of the foregoing sentence are a material inducement to us for the execution of your Agreement and (b) any violation by Member of the foregoing sentence shall constitute a material default by Member hereunder, entitling us to terminate this Agreement. Theft within the space is not tolerated and will result in all legal and criminal penalties in accordance with local, state, and federal law.

16. Comply With House Rules: Member must comply with any house rules which we impose generally on users of the business center whether for reasons of health and safety, fire precautions or otherwise.

17. Insurance: It is your responsibility to arrange insurance for your own property which Member brings into the business center and for your own liability to your employees and to third parties.

18. Access To Member’s Accommodation: We may enter Members’ Accommodation(s) (Office(s) and Space(s)) at any time. However, unless there is an emergency we will as a matter of courtesy inform Member in advance when we need access to carry out testing, repair or works other than routine inspection, cleaning and maintenance. We will also respect security procedures to protect the confidentiality of your business.

19. At The Start of Agreement: If for any reason we cannot provide the Accomodation(s) stated in your Agreement by the date when your Agreement is due to start we have no liability to Member for any loss or damages, but Member may cancel the Agreement without penalty.

20. Suspension Of Services: We may by notice suspend the provision of services (including access to the facilities) for reasons of political unrest, strikes, or other events beyond our reasonable control.

21. Gyvr’s Liability: We are not liable for any loss as a result of our failure to provide a service as a result of mechanical breakdown, strike, delay, failure of team, termination of our interest in the building containing the business center or otherwise unless we do so deliberately or are grossly negligent. We are also not liable for any failure until Member has informed us about it in writing and given us a reasonable time to remedy the failure, which in no event shall be less than 30 days. In addition, Member releases Gyvr Lehi from any liability arising out of or incurred in connection with any mail or packages delivered to the facility. Member agrees (a) that we will not have any liability for any loss, damage or claim which arises as a result of, or in connection with, Member’s Agreement and/or Member’s use of related services except to the extent that such loss, damage, expense or claim is directly attributable to our deliberate act or our gross negligence (our liability); and (b) that our liability will be subject to the limits set out in the next paragraph. We will not in any circumstances have any liability for loss of business, loss of profits, loss of anticipated savings, loss of or damage to data, third party claims or any consequential loss. We strongly advise Member to insure against all such potential loss, damage, expense, or liability.

21.1 Limitations on Liability: Member expressly agrees to the following limitations on liability: (a) a maximum of $500,000 (for any one event or series of connected events) for damage to your personal property; and (b) a maximum of 125% of the total fees paid under Member’s Agreement up to the date on which the claim in question arises or $50,000 (whichever is less, for all other losses, damages, expenses, or claims.

22. The Nature of this Agreement: Member Agreement is the commercial equivalent of an agreement for accommodation in a hotel or a gym. The whole of the business center remains our property and in our possession and control. Member acknowledges that this Agreement creates no tenancy interest, leasehold estate or other real property interest in Member’s favor with respect to the facilities, amenities, Dedicated Desk(s), Office(s), Space(s), or Accomodation(s). Members are granted only a revocable license to access and use the facilities and Accommodations through and because of the Membership. The Agreement is personal to each Member individually and cannot be transferred to anyone else. We may transfer the benefit of the Member’s Agreement and our obligations under it at any time.

23. Duration: Member’s Agreement lasts for the period stated in it and will then automatically be extended for successive periods equal to the current term or for 3 months, whichever is greater, until properly terminated by Member or by us. All periods shall run to the last day of the month in which they would otherwise expire. The fees on any renewal will be the market price listed on the front of the Member’s Agreement. In all other respects Member’s Agreement will renew on the same terms and conditions.

24. Bringing Membership Agreement To An End: Either of us can terminate Member’s Agreement at the end date stated in it, or at the end of any extension or renewal period, by giving at least three month’s written notice to the other. However, if Member’s Agreement, extension or renewal is for three months or less and one of us wishes to terminate it, the notice period is one month. If for any reason the contract can not be seen to full term, a cancellation fee of equal to 2 months of Membership will be applied for early termination.

25. Ending Member’s Agreement Immediately: We may terminate your Agreement immediately by giving Member notice if: (a) Member becomes insolvent, goes into liquidation or becomes unable to pay your debts as they fall due; or (b) Members are in breach of one of Members obligations if Member fails to cure within fourteen days of being notified. If we terminate Member’s Agreement for any of these reasons it does not relieve Member of any then-outstanding obligations Member may have and Member must: (x) pay for additional services used; (y) pay the standard fee for the remainder of the period for which Member’s Agreement would have lasted had we not terminated it, or for a further period of three months, whichever is less; and (z) indemnify us against all costs and losses we incur as a result of the termination.

26. If The Business Center Is Not Available: In the unlikely event that we are no longer able to provide the services and Accommodation at the business center stated in the Agreement then Member’s Agreement will end and Member will only be required to pay standard fees up to the date it ends and for the additional services used. We will try to find suitable alternative accommodation for Member at another Gyvr business center or affiliated site.

27. When Your Agreement Ends: Upon your departure or if Member, at your option, chooses to relocate to a different Accommodation within the business center a flat fee of $100.00 per workstation/seat will be assessed to cover the routine cost of common area maintenance and repainting and redecorating the Accommodation to return it to its original condition. We reserve the right to charge additional reasonable fees for any repairs needed above and beyond normal wear and tear. If Member leaves any of your own property in the business center we may dispose of it in any way we choose and without any obligation to notify Member, return such property to Member, or remit to Member any proceeds of a sale of such property. In order to transition Member’s mail and telephone calls from the business center, Member will be automatically entered into a Virtual Office (“VO”) Agreement with us on our standard terms at the time for 3 months. Current contract terms and pricing can be obtained online or through the Gyvr Lehi General Manager. If Member continues to use the accommodation after this Agreement has ended: (a) Member is responsible for any loss, claim or liability we incur as a result of your failure to vacate on time; and (b) we may, at our discretion, permit Member an extension subject to a surcharge on the standard fee.

28. Non Solicitation of Employees: While this Agreement is in force and for a period of six months after it ends, Member must not solicit or offer employment to any of Gyvr’s current employees or anyone who has left our employment in the last 3 months without written consent. If Member does, we estimate our loss at the equivalent of one year’s salary for each of the employees concerned and Member must pay us damages equal to that amount.

29. Notices: All formal notices must be in writing and submitted via certified letter or email to admin@gyvr.co. Member is responsible to keep an updated address of record at the business center.

30. Indemnities: Member must indemnify us in respect of all liability, claims, damages, loss and expenses which may arise (except to the extent caused by our gross negligence or willful misconduct): (a) If someone dies or is injured while in the accommodation Members are using; (b) From a third party with respect to Members use of the business center and related services; and/or (c) If Members do not comply with the terms of this Agreement. Member must also pay any cost, including reasonable legal fees, which we incur in enforcing this Agreement.

31. Data Protection: Member agrees that we may process, disclose or transfer any personal data provided to us, provided that in doing so we take such steps as we consider reasonable to ensure that it is used only to fulfill our obligations under these Terms and this Agreement; for work assessment and fraud prevention; or to make available information about new or beneficial products and services offered by us and other organizations which we think may be of interest to Member.

32. Applicable Law: This Agreement is interpreted and enforced in accordance with the laws of the state in which the business center in question is located. We both accept the exclusive jurisdiction of the courts of such jurisdiction where the center is located.

33. FEES: In the following paragraphs any references to “fees” alone means all of the fees for all of the services for which Member has agreed to receive and pay for.

33.1 Standard Services: Fees, charges, and applicable taxes, as detailed in this Agreement, in accordance with our published rates which may change from time to time, are invoiced in advance and in full on the 1st day (or such other day as we designate) of each month. No refund will be given for months of less than 30 days nor will any additional charge be levied for months of more than 30 days. For a period of less than a month, the applicable fee will be applied on a daily basis. Member agrees to pay promptly all (i) sales, use, excise and any other taxes, surcharges or license fees which Member is required to pay to any governmental authority (and, at our request, will provide to use evidence of such payment), and (ii) any taxes paid by us attributable to Members Accommodation, including, without limitation, any gross receipts, rent and occupancy taxes, surcharge fees or tangible personal property taxes. If Member agrees to participate in our Direct

33.2 Debit Program: Payment of fixed and variable charges will be made automatically through this mechanism. If Member provided a method of payment during the sign-up process, Member agrees to: (a) allow us to automatically, and on a recurring basis, charge that payment method at the intervals indicated during checkout; and (b) maintain a valid method of payment on file in your online account so that such automatic and recurring charges will not be rejected or refused until this Agreement is terminated.

33.3. Pay-as-you-use Services: Fees for pay-as-you-use services, plus applicable taxes, in accordance with our published rates which may change from time to time, are invoiced in arrears on or around the 10th of the month and are due and payable on the 1st day (or such other day as we designate) of the month following the calendar month in which the services were provided.

33.4. Late Payment: If Member does not pay fees when due, a service fee of $25.00 plus 5% interest will be charged on all overdue balances under $1,000.00, and a fee of $50.00 plus 5% interest on all overdue balances will be charged on all overdue balances of $1,000.00 or greater. If Member disputes a part of any invoice Member must pay the amount not in dispute by the due date or be subject to late fees. The amount of interest and fees we charge will be the lesser of the amounts stated, or the State’s legally enforceable maximum, whichever is the lesser. In the case of U.S. Government Contracts, the amount of interest and fees we charge will be lesser of the amounts stated or those set by the Secretary of the Treasury and implemented by the Prompt Payment Act.

33.5. Insufficient Check Fees: Member will pay a fee of $25.00 or the maximum amount permitted by law for the return of any payment for insufficient funds.

34. Subordination: Member’s Agreement is subordinate to our lease with our landlord and to any other Agreements to which our lease with our landlord is subordinate.

35. Annual Increase: We will increase your current standard service fee on each and any annual anniversary of the start date of this Agreement by 4% or the CPI, whichever is greater, or such other broadly equivalent index which we substitute, over the previous year. This will only apply to agreements that have an original start and end date constituting more than a 12 month term.