Virtual Services Agreement

This virtual services agreement (the “Agreement”) is between iQ Office Suites Inc. (“iQ”), an Ontario corporation, and the person or entity agreeing to the terms hereof (“you”). This Agreement is effective as of the date you click the “I Accept” button appearing at the bottom of this page (the “Effective Date”). If you are accepting the terms of this Agreement on behalf of your employer or some other entity, you represent and warrant that: (i) you have legal authority to bind your employer or the applicable entity; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of your employer or the applicable entity, to all of the terms of this Agreement.

  1. iQ agrees to provide you with the Services which you agree to purchase, as described on the “Virtual Offices” portion of the iQ website and as may be modified from time to time (the “Services”), throughout the Term (as defined below).
  1. Payment Terms. By clicking “I Accept”, you are expressly authorizing iQ to charge you a recurring monthly fee for the Services at the then current rate appearing on the “Virtual Offices” portion of the iQ website, together with all applicable harmonized sales tax, goods and services tax and any other value added tax thereon (the “Monthly Fee”), and to process the Monthly Fee using the method which you select during the registration process, or such other method as you may subsequently select by notifying iQ in writing (the “Payment Method”). You acknowledge and agree that iQ has the right to change the Monthly Fee upon 30 days’ written notice to you. Upon accepting the terms of this Agreement, your first Monthly Payment, along with a one-time setup fee, will become immediately due and payable. Thereafter, iQ will automatically bill your Payment Method for the Services on the monthly anniversary of the Effective Date (the “Payment Date”) unless and until you or iQ terminate this Agreement. PAYMENTS ARE NON-REFUNDABLE AND iQ DOES NOT GIVE REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS. If you wish to select a different Payment Method, or if there is a change in your Payment Method, such as your credit card expiration date, you must notify iQ in writing of such change. If your Payment Method reaches its expiration date, or if you cancel your Payment Method without notice to iQ, you authorize iQ to continue billing the Payment Method which it has on file and to pursue you for all uncollected amounts. Any payment which iQ is not able to process on the Payment Date will be considered overdue, will be subject to a 5% late payment fee and will bear interest at a rate of 5% per month.
  1. If the Services include mail handling and mail storage, you acknowledge that iQ does not accept mail packages over one pound or mail packages that do not fit within iQ’s file folder.
  1. The term of this Agreement (the “Term”) shall be for a period of one month commencing on the Effective Date and ending on the day immediately preceding the one-month anniversary of the Effective Date. This Agreement shall automatically renew for successive one-month periods (each, a “Renewal Term”), unless terminated by either party in accordance with Section 7 hereof.
  1. Compliance with Laws. You agree to comply with all federal, provincial and local laws, regulations, policies and guidelines relating to the Services and/or your use thereof.
  1. iQ acknowledges that it may receive confidential information relating to your business (the “Confidential Information”) as a result of entering into this Agreement with you. iQ agrees to use all commercially reasonable efforts to maintain the confidentiality of the Confidential Information, not to disclose the Confidential Information, except as required by law, and not to use the Confidential Information for its own benefit or the benefit of a third party.
  1. Either party may terminate this Agreement for any reason whatsoever by providing the other party with one (1) month written notice from the first day of the month (the “Termination Period”). If your Payment Date falls within the Termination Period, the Monthly Fee shall remain payable and you hereby authorize iQ to charge the Monthly Fee using your Payment Method. iQ reserves the right to terminate this Agreement or restrict your access to the Services, without prejudice to any other right or remedy to which it may be entitled, in the event that you default under the terms of this Agreement and fail to remedy such default within five business days of receiving written notice of the default from iQ. In the event that iQ terminates this Agreement as a result of an uncured default, you agree that such uncured default will trigger immediate termination and that you will be required to pay iQ an amount equal to the Monthly Fee for the next two months, forthwith. Upon termination of this Agreement for any reason whatsoever, iQ will immediately discontinue the Services and, if the Services include mail handling and storage, return any mail received within 30 days of the effective termination date to the sender at your cost. iQ shall have no mail forwarding obligations, or any other obligations relating to the Services or this Agreement, to you following this 30-day period.
  1. No Liability. In no event shall iQ, its affiliates, or their respective directors, shareholders, officers, employees or agents be liable for any damages or losses whatsoever, including any direct, incidental, consequential, special or exemplary damages, and any damages for loss of profits, business opportunity, savings, goodwill or other intangible losses, regardless of whether iQ had been advised of, or could have foreseen the possibility of such damages and even if caused by the negligence of iQ or those for whom it is at law responsible, arising out of or in connection with (i) the use, inability to use, interruption or failure of the Services, including without limitation, loss of, or failure to deliver, mail or electronic communications, or (ii) any other matter relating to this Agreement or the Services.
  1. No Warranty. iQ makes no express warranty regarding the Services and specifically disclaims any implied warranty, including warranties of merchantability and fitness for a particular purpose. iQ does not authorize any person to make warranties of any kind on its behalf and you should not rely on any statement to the contrary.
  1. All provisions of this Agreement which, by their nature, are intended to survive termination shall continue in force notwithstanding termination hereof.
  1. iQ shall have the right to transfer or assign all or any part of its rights or obligations under this Agreement to any person or legal entity (the “Assignee”). In the event that any such transfer of assignment results in the subsequent performance by the Assignee of all of iQ’s obligations under this Agreement, iQ shall be deemed to be released from the performance of all of its obligations under this Agreement after the effective date of such transfer or assignment. You may not transfer or assign your rights or obligations under this Agreement without iQ’s prior written consent, which may be unreasonably withheld.
  1. You agree, during the term of this Agreement and thereafter, to indemnify iQ, its affiliates and their respective directors, shareholders, officers, employees and agents (the “Indemnitees”) from any and all liabilities, losses, claims, demands, costs, penalties, fines and actions of any kind, including, without limitation, reasonable legal and accounting fees, which the Indemnitees may suffer as a result of your breach, violation or non-performance of the terms of this Agreement or your reliance on, or use of, the Services.
  1. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, all other provisions hereof shall be separately valid and enforceable.
  1. All notices or other communications given pursuant to this Agreement must be in writing and must be delivered personally, by fax, by e-mail or by registered mail, postage prepaid, to iQ at the address stated above and to you at the address provided during the registration process. Such notices shall be deemed to have been received on the fifth business day following the date of mailing or, if delivered personally, by fax or by e-mail, on the day of delivery, if a business day, or, if not, on the following business day.
  1. Mail forwarding – iQ does not provide mail forwarding service. Mail must be picked up at the respective location and will be provide to the individual on file upon providing government issues photo identification.
  1. Phone number porting. Phone numbers being ported away from iQ to another carrier shall be subject to a one time administration fee of $100 per number. Premium 416 numbers shall be subject to a one time porting fee of $500. All porting fees are subject to HST.

This Agreement shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties hereby agree that each is an independent contractor, neither party shall be considered to be the agent, representative, master or servant of the other party for any purpose, and neither party has any authority to enter into any contract, assume any obligations or give any representations on behalf of the other party. Nothing herein shall be construed to create a relationship of partners, joint ventures, fiduciaries or other similar relationship between the parties. This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof, subject to information incorporated herein by reference to the “Virtual Office” portion of the iQ website. This Agreement will enure to the benefit of, and be binding upon, the parties hereto and their respective heirs, executors, administrators, successors and assigns.

® iQ Office Suites Inc. 2016, all rights reserved