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Membership Terms & Conditions

OM Holdings 704 & 708 LLC · 704 Goodlette-Frank Rd N, Naples FL 34102

These Terms & Conditions ("Agreement") govern all private office memberships issued by OM Holdings 704 & 708 LLC ("ShoreOffices") at 704 Goodlette-Frank Rd N, Naples, FL 34102. By signing a ShoreOffices Membership Sign Sheet, Member agrees to all terms set forth herein. ShoreOffices reserves the right to update these Terms & Conditions with 30 days' written notice to active Members.

1. Office and Access

1.1 Licensed Space

ShoreOffices grants Member a non-exclusive license to use the private office unit identified in the Membership Sign Sheet ("Office") during the Membership Term. This Agreement is a license, not a lease or tenancy. Member receives no property interest, leasehold estate, or possessory right in the Office or the building.

Member expressly acknowledges that this Agreement creates a revocable license only. Member expressly waives any right to claim tenancy, leasehold interest, or possessory rights under Florida Statute Chapter 83 or any successor statute. Member further acknowledges that ShoreOffices retains master access to all Office units at all times, consistent with a licensor's rights over licensed premises.

1.2 Building Access

Member is granted 24/7 key-fob access to the building and the Office for professional work purposes. Access is personal to Member and may not be shared or transferred. Key fobs may not be copied, duplicated, or loaned to any other person. ShoreOffices will issue up to two (2) key fobs per membership at no additional charge; additional or replacement fobs are subject to a fee at management's current rate.

24/7 access is restricted to professional work purposes only. The Office and building may not be used for residential occupancy, overnight sleeping, private events, parties, or any purpose inconsistent with a professional office environment. Violation of this section constitutes a material breach under Section 6.2.

1.3 Guest Access

Member may bring guests into the building during management hours as published in the Member Services Schedule. Guests must be accompanied by Member at all times. Guests under the age of 15 must be accompanied by their parent or legal guardian at all times while on the premises. Member is responsible for the conduct of all guests and liable for any damage caused by guests. After-hours guest access requires advance written approval from ShoreOffices management.

1.4 Management Availability

ShoreOffices will maintain reasonable management availability during standard business days. Specific on-site hours are published in the Member Services Schedule and are subject to change with notice. Management is not available as an answering service, receptionist, or call-handling service for Member's business.

1.5 Right of Entry

ShoreOffices and its authorized agents reserve the right to enter the Office for the purposes of inspection, maintenance, cleaning, emergency response, or verification of compliance with this Agreement. ShoreOffices will provide reasonable advance notice of at least 24 hours, except in the event of an emergency. Scheduled recurring cleaning and maintenance communicated to Member in advance does not require additional per-visit notice.

1.6 Member Identification and Background Check

Member agrees to provide a valid government-issued photo ID prior to signing the Membership Sign Sheet. ShoreOffices reserves the right, at its sole discretion, to conduct a background or reference check on any applicant or current member at any time during the application process or Membership Term. ShoreOffices may decline or terminate membership based on the results of any such check.

1.7 Relocation Right

ShoreOffices reserves the right to relocate Member to a comparable office unit with 30 days' written notice, provided the replacement unit is on the same floor, of equivalent or greater size, and at the same monthly fee. Relocation to a qualifying comparable unit does not constitute a breach of this Agreement.

2. Term and Fees

2.1 Membership Term

The Membership Term begins on the Term Start Date specified in the Membership Sign Sheet and continues as follows:

ShoreOffices reserves the right to discontinue offering fixed-term memberships for new sign-ups at any time with notice. Existing fixed-term memberships are honored through their Term End Date.

ShoreOffices reserves the right to require a personal guarantee from the individual Member or a principal of any business entity as a condition of membership, at its discretion.

2.2 Monthly Membership Fee

Member agrees to pay the Monthly Fee specified in the Membership Sign Sheet. Payment is due on the 1st of each month. ShoreOffices will issue an invoice no later than the 25th of the preceding month.

A late fee of 15% of the monthly fee applies to any payment not received by the 6th of the month. The parties agree the late fee represents a reasonable estimate of ShoreOffices' administrative costs and damages from late payment and is not a penalty.

If payment is not received within 10 days of the due date, ShoreOffices may suspend Member's building and Office access without further notice until the outstanding balance is paid in full. Suspension of access does not relieve Member of the obligation to pay fees that continue to accrue during the suspension period. Three (3) or more consecutive months in which a late fee is incurred — regardless of whether the balance is eventually paid — constitutes a pattern of non-payment and independent grounds for termination under Section 6.2.

2.3 Rate Adjustment and Renewal

For Month-to-Month memberships, ShoreOffices may adjust the monthly fee with 60 days' written notice.

For 6-Month Fixed Term memberships, the monthly fee is locked for the duration of the fixed term. At least 30 days before the Term End Date, ShoreOffices will provide Member with a written renewal offer stating the proposed monthly fee and available term options. Member must accept the renewal offer in writing before the Term End Date. If ShoreOffices does not provide a renewal offer, or if Member does not accept a renewal offer before the Term End Date, the membership automatically converts to Month-to-Month at the then-current month-to-month rate. ShoreOffices is under no obligation to offer renewal at the same rate as the expiring term.

The security deposit does not escalate and is not adjusted upon any fee change or renewal.

2.4 Security Deposit

Member shall pay a security deposit equal to one (1) month's membership fee upon signing. The deposit will be held without interest and returned within 30 days after the end of the Membership Term. Within 15 days of move-out, ShoreOffices will provide a written itemization of any deductions. Member may dispute any deduction in writing within 10 days of receiving the itemization. Undisputed amounts will be returned promptly; disputed amounts will be held pending resolution. ShoreOffices may deduct: outstanding fees, unreturned key fobs, and damage beyond normal wear and tear.

2.5 Overstay and Holdover

Member must vacate the Office and return all key fobs by 11:00 a.m. on the last day of the Membership Term. Any holdover beyond this time will be billed at 150% of the then-current monthly rate on a pro-rata daily basis. Any holdover does not create a new tenancy, month-to-month agreement, or possessory right of any kind. ShoreOffices may terminate access immediately upon expiration of the Membership Term without further notice.

3. Included Services

3.1 What's Included

The Monthly Fee covers Member's use of the Office, 24/7 building access, and the building amenities and services described in the Member Services Schedule provided to Member at move-in. ShoreOffices may update the Member Services Schedule with reasonable notice; updates do not affect the Monthly Fee unless accompanied by a fee adjustment notice under Section 2.3. The core right to occupy the Office and access the building at all hours is governed solely by this Agreement and may not be reduced through a Member Services Schedule update.

3.2 Conference Room Access

Member may book shared conference rooms through the ShoreOffices scheduling system, subject to availability. Operational booking procedures are described in the Member Services Schedule. The following terms are binding:

3.3 Excluded Services

The following are not included and may be available at additional cost: dedicated phone lines, IT support services, inbound call answering, private refrigerator storage, and additional storage space outside the Office.

3.4 Building Hours and Access

Members with 24/7 key-fob access may access the building at all times, including weekends and holidays. Management and on-site staff availability is published in the Member Services Schedule and subject to change with notice.

4. Use of Office

4.1 Permitted Use

The Office may be used only for lawful professional or business purposes consistent with a professional office environment. Member shall comply with all applicable federal, state, and local laws and building rules. Prohibited uses include residential occupancy, medical procedures requiring patient contact in shared areas, food preparation for commercial sale, firearms storage, and any illegal activity.

4.2 Company Signage and Branding

Member may display a company name and/or logo on the Office door, subject to the following:

4.3 Interior Modifications

Member may not make any alterations, improvements, or modifications to the Office — including painting, shelving, wall coverings, window treatments, soundproofing, or any structural change — without prior written consent from ShoreOffices. Upon termination, Member shall restore the Office to its original condition at Member's cost, regardless of whether consent was obtained.

4.4 IT and Cabling

Member may not install additional cabling, telecom equipment, network hardware, or IT infrastructure without prior written consent from ShoreOffices. Unauthorized installations may be removed at Member's expense. Member shall not interfere with shared building WiFi, network infrastructure, or systems serving other tenants.

4.5 Noise, Conduct, and Common Areas

Member shall conduct business in a manner that does not disturb other building tenants or occupants.

ShoreOffices may issue a written warning for conduct violations. A second violation may result in suspension of access or termination of this Agreement.

4.6 Prohibited Items, Pets, and Smoking

The following are prohibited in the Office and building at all times:

4.7 Internet and Network Use

Member may use the building's internet and WiFi solely for lawful business purposes, subject to reasonable use standards that do not degrade network performance for other occupants. ShoreOffices may throttle or restrict excessive bandwidth use. The following are expressly prohibited:

ShoreOffices may immediately suspend internet access for suspected violations without prior notice and without liability.

4.8 No Subletting or Competing Business

Member may not sublicense desk space, charge third parties for use of the Office, or permit any person other than Member and Member's direct employees or contractors to use the Office on a recurring basis. Member may not operate a coworking business, shared office service, or executive suite business from the premises, whether for compensation or otherwise.

5. Mail and Package Handling

ShoreOffices will accept mail and packages addressed to Member at the building address during management hours. Operational details including acceptance hours and notification procedures are described in the Member Services Schedule. The following terms are binding:

Member may use the building address on business cards, websites, and state business filings during the active Membership Term only. ShoreOffices is not a registered Commercial Mail Receiving Agency (CMRA) and does not provide mail forwarding services. Member may not designate the building address as a primary USPS mailing address for mail forwarding purposes. Member must update all business filings and registrations promptly upon termination.

6. Termination

6.1 Termination by Member

Month-to-Month: Member may terminate with 30 days' written notice. Fees continue through the full 30-day notice period.

6-Month Fixed Term: Member's obligation is firm for the full 6-month term. Member may not terminate early for any reason. Member is obligated to pay the Monthly Fee through the Term End Date regardless of whether Member continues to occupy the Office. Early departure does not relieve Member of any payment obligation. If ShoreOffices agrees in writing to release Member early, Member shall pay all outstanding fees accrued through the date of release plus an early exit fee equal to two (2) months' Monthly Fee.

6.2 Termination by ShoreOffices — For Cause

ShoreOffices may terminate this Agreement immediately upon written notice for any of the following:

6.3 Termination by ShoreOffices — Without Cause

ShoreOffices may terminate a Month-to-Month membership without cause upon 30 days' written notice. ShoreOffices may terminate a 6-Month Fixed Term membership without cause upon 60 days' written notice. In either case, ShoreOffices will refund any fees prepaid for periods beyond the effective termination date, and no early exit fee will be charged to Member.

6.4 Pre-Commencement Cancellation by ShoreOffices

ShoreOffices reserves the right to cancel a signed Membership Agreement at any time prior to the Term Start Date by providing written notice to Member. If ShoreOffices exercises this right, Member's security deposit will be refunded in full within 10 business days of notice. Member shall have no further claim against ShoreOffices arising from such pre-commencement cancellation. This right may be exercised at ShoreOffices' sole discretion, including but not limited to cases involving background or reference check results, changes in office availability, or other operational reasons.

6.5 Bankruptcy and Insolvency

Member's voluntary or involuntary filing for bankruptcy, commencement of an insolvency proceeding, or appointment of a receiver for Member's assets constitutes an immediate default. ShoreOffices may terminate this Agreement and revoke all access upon written notice following such event, subject to applicable provisions of the U.S. Bankruptcy Code.

6.6 Move-Out

Upon termination, Member shall: (a) vacate the Office and remove all personal property by 11:00 a.m. on the last day of the Membership Term; (b) return all key fobs; (c) restore the Office to original condition per Section 4.3; and (d) settle all outstanding fees. Personal property not removed by the deadline may be disposed of at Member's expense without further notice or liability to ShoreOffices.

7. Directory and Marketing

Member's business name may be listed in the ShoreOffices building directory and on the ShoreOffices website during the Membership Term. Member may opt out by providing written notice to management; ShoreOffices will remove Member's listing within 30 days of receiving such notice. Listing does not imply endorsement by ShoreOffices.

Member grants ShoreOffices a non-exclusive, royalty-free license to reference Member's business name (not logo, without separate written consent) in general marketing materials during the Membership Term. This license terminates upon expiration or termination of the Membership Term.

8. Liability and Indemnification

8.1 Member's Property

ShoreOffices is not responsible for loss, theft, or damage to Member's personal property, equipment, or business assets in the Office or building. Member assumes sole responsibility for the security of Member's property and business operations.

8.2 Service Interruptions

ShoreOffices is not liable for business interruption, loss of revenue, or consequential damages arising from outages in WiFi, electricity, HVAC, building access systems, or other building services, regardless of cause, except in cases of gross negligence or willful misconduct by ShoreOffices.

8.3 Indemnification

Member shall indemnify, defend, and hold harmless OM Holdings 704 & 708 LLC and its members, managers, agents, and employees from all claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from: (a) Member's use of the Office or building; (b) Member's breach of this Agreement; (c) acts or omissions of Member's employees, contractors, or guests; or (d) injury or property damage caused by Member.

8.4 Limitation of Liability

ShoreOffices' total liability to Member under this Agreement shall not exceed the total fees paid by Member in the 60 days preceding the event giving rise to the claim. In no event shall ShoreOffices be liable for indirect, consequential, special, punitive, or incidental damages of any kind.

8.5 Disputes Between Members

ShoreOffices is not a party to and assumes no responsibility for disputes arising between Members or between a Member and any other tenant, visitor, or third party in the building. Members agree to resolve any such disputes directly without involving ShoreOffices management, except where the dispute involves a violation of building rules or this Agreement.

9. General Provisions

9.1 Entire Agreement

This Agreement, together with the Membership Sign Sheet, constitutes the entire agreement between the parties with respect to the Office membership and supersedes all prior discussions, representations, and agreements. Any amendment must be in writing and signed by both parties.

9.2 Governing Law; Dispute Resolution

This Agreement shall be governed by the laws of the State of Florida. Before initiating any litigation, the parties agree to participate in good-faith mediation in Collier County, Florida, using a mutually agreed mediator. If mediation fails, any dispute shall be resolved exclusively in the state or federal courts of Collier County, Florida. The prevailing party in any such proceeding shall be entitled to recover its reasonable attorneys' fees and costs.

9.3 Assignment; No Subletting

Member may not assign this Agreement, sublicense the Office, or permit desk-sharing or recurring third-party use of the Office without ShoreOffices' prior written consent. ShoreOffices may assign this Agreement to any successor entity without Member's consent.

9.4 Notices

Notices shall be in writing and delivered by email to the addresses on file, or by hand to ShoreOffices management. Email notices are deemed received when sent, provided no bounce notification is received within 24 hours.

9.5 Waiver

Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of the right to enforce it in the future.

9.6 Severability

If any provision of this Agreement is found unenforceable, the remaining provisions continue in full force and effect.

9.7 Confidentiality of Terms

Member agrees to keep the financial terms of this Agreement, including the Monthly Fee and any concessions or credits, confidential and not to disclose them to third parties without ShoreOffices' prior written consent. This obligation survives termination of the Membership Term for a period of 1 year.

9.8 Force Majeure

Neither party shall be in default for any failure or delay resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemics, or government-mandated closures ("Force Majeure Event"). Monthly fees are suspended only to the extent the premises are rendered inaccessible or uninhabitable by the Force Majeure Event. If ShoreOffices can provide access — including through the building's 24/7 systems or alternative space within the building — fees remain due. If the premises remain inaccessible or uninhabitable for more than 30 consecutive days and ShoreOffices cannot provide a reasonably comparable alternative space, either party may terminate this Agreement without penalty upon written notice.

9.9 Privacy

ShoreOffices will not sell, rent, or share Member's personal or business information with third parties except as required by law or as necessary to perform services under this Agreement. Member's information may be disclosed to law enforcement or regulatory authorities upon valid legal process.

These Terms & Conditions are incorporated by reference into the ShoreOffices Membership Sign Sheet signed by Member. Current version always available at shoreoffices.com/terms.