1) GRANT AND LICENCE – Effective as of the Commencement Date, the CENTRE hereby grants to the User the right to use and occupy the Office Suite(s) (the “Licensed Office Space”) and the furniture, furnishings and fixtures therein for the purpose of office accommodation. The User accepts the Licensed Office Space in an “as is” condition. The User shall use the Licensed Office Space solely in accordance with the terms and conditions of this Agreement and all applicable laws, and for no other purpose. The rights granted to the User hereunder shall be deemed a license only, and are not under any circumstances intended to constitute a franchise, partnership, a g e n c y relationship, employment agreement, joint venture, lease, sublease, license coupled with an interest or any arrangement other than the grant of a license, and nothing contained in this Agreement shall give the User any tenancy interest, leasehold estate or other real property interest or estate whatsoever in the Licensed Office Space, whether as a tenant or otherwise.

“The User” hereby confirms that their business and actions are in accordance with Canadian – Ontario Province Laws and ”The User” confirm to conduct their legal and professional business and activities in conformity to Canadian – Ontario Province Laws Included but not limited to; any non-conformity to any of the abovementioned clauses in the whole Agreement, will be an immediate ground for terminating the package and services

2) This agreement is subject to the Ontario Jurisdiction Laws.
3) USAGE – The User shall only use the Licensed Office Space for the purpose of carrying out the business of mentioned on the cover page.
The Licensed Office Space may be occupied by no more than the users indicated in the cover page at any time, without the prior written approval of the CENTRE.
The User shall not make any alterations to the Licensed Office Space without the prior written approval of the CENTRE.
The User shall not allow any pets, smoking or vaping within the Licensed Office Space or the Building or any of the CENTRE’s properties.
The User shall not use any electrical heater or gadget with high voltage or that may trigger a short circuit/ tripping.

The User shall comply with all relevant laws and regulations in the conduct of its business. The User shall not do anything illegal in connection with its use of the Licensed Office Space.

The User shall not do anything that may interfere with the use of the Building by the CENTRE or by others (including, without limitation, political campaigning or engaging in immoral activity), cause any harassment, nuisance or annoyance, increase the insurance premiums the CENTRE has to pay, or cause loss or damage premiums the CENTRE has to pay, or cause loss or damage to the CENTRE (including damage to reputation). Upon signing this Agreement, the User shall provide the CENTRE with two copies of valid Government-issued identification for the principal person and, if the User is a corporation, partnership, trust or association, a copy of it’s constating documents, which the CENTRE may

retain for its records. The User shall provide copies of updated, renewed or amended documentation upon expiry or amendment of same.
This agreement is non- assignable/nontransferable. “The User” under no circumstances will give permission to any other person to use/enter the premises designated herein without the written consent of ”The Centre”.
4) TERM – The initial Term of this Agreement shall be for the period set forth in under OFFICE SPACE on the cover page of this Agreement, unless terminated sooner in accordance with the terms hereof. Following the initial Term, this Agreement shall automatically renew on a month-to-month basis unless terminated by either party in accordance with the terms of this Agreement. The relevant initial Term and any renewal Term(s) are referred to in this Agreement as the “Term”.
5) FEES
– This usage agreement will be automatically renewed at its expiry date for a similar period, if not received a notice of termination before 60 days from “the user”. Considering that if the “the user” rate is at “the Centre” List Price, an automatic price increase of 7% will be applied. If “the user” rate is below rack rate, then the rate shall be automatically increased to the “the center” List Price.
-“The Centre” accepts two modes of payment that are either through direct debit or credit card withdrawals”.
Commencing on the Commencement Date and throughout the Term, the User shall pay to the CENTRE, together with all applicable harmonized sales tax, goods and services tax and any other value added taxes thereon:
a) the Monthly Fees identified under OFFICE SPACE set forth on the cover page, monthly in advance on the first day of each month; and
b) all other amounts due to the CENTRE pursuant to any other provision of this Agreement, within 15 days of being invoiced for such amounts.
c) The invoice will be sent to the email address listed on page 1 of the agreement. If any of the contact number changes at any time, “The User” is responsible of Notifying “the Center” with any contact information changes.
The User acknowledges and agrees that the CENTRE has the right to change the Monthly Fees for any Services upon 30 days’ prior written notice to the User after the initial Term.
The User shall pay the Damage Deposit set forth under OFFICE SPACE on the cover page of this Agreement along with the full initial payment within 24 hours of execution of this Agreement. The Damage Deposit shall be held as security for all of the User’s obligations under this Agreement and may be applied by the CENTRE against any default by the User. The Damage Deposit, or any balance remaining after deducting any  outstanding  fees  and other charges, will be returned in accordance with the terms of this Agreement and upon the fulfillment by the User of all of its obligations hereunder.
If the User does not pay a Monthly Fee or other amount payable hereunder when due, such Monthly Fee or other amount will bear penalty at a rate of 5% per month. The CENTRE also reserves the right to withhold Services (including denying the User access to the Licensed Office Space) while there are any outstanding Monthly Fees, amounts payable or penalty.
In the event of any default in the payment of any Monthly Fee or any other amount payable hereunder, or a default in the performance of any other terms or conditions of this agreement, then the CENTRE shall give written notice to the User of such default. If the default has not been rectified within

two business days, then the CENTRE shall issue a second written notice of such default. If the default still not rectified within two more business days, the CENTRE may, without further notice and at its sole option, immediately re-enter and possess the Licensed Office Space and/or terminate this Agreement. If TWO (02) consecutive default notices are issued within ONE
(1) calendar year to the User, the CENTRE reserves the right to charge a/an penalty/administrative fee of$500.00 for the user.
The parties acknowledge and agree that the CENTRE reserves the right to charge a FIVE percent (5%) penalty each month for outstanding Monthly Fees not paid by the 5th day of each month.
The User shall pay to the CENTRE an administrative fee of $75.00 for any non-sufficient funds (NSF) or any other declined payment.
The parties agree that the fees, including late payment fees and charges, are fair and reasonable compensation for costs incurred by the CENTRE where there is a default in any payment due under this Agreement.
The parties acknowledge and agree that any collection action to recover fees under this Agreement may be brought in City of Toronto, Ontario. In the event of a successful collection by the CENTRE, the User agrees to pay all of the CENTRE’s reasonable collection costs, including lawyer’s fees.

6) FIXTURES AND SIGNS – The CENTRE shall
provide a standard door plate sign, if requested. The User shall make a one-time payment to the CENTRE which is billed back.

7) Shared areas and lounges are open to all users and not exclusive or to be used as a working/branding area.

The User shall not, without first obtaining the written consent of the CENTRE, use or install any signs, posters, marketing materials, fixtures, equipment, cabling or wiring in the Licensed Office Space or in or around the Building. Unless otherwise agreed by the CENTRE, any signs, posters, marketing materials, fixtures, equipment, cabling or wiring which may be furnished by the CENTRE shall remain the property of the CENTRE. For certainty, the interior glass, walls, doors and office lights shall remain clear from any types of branding or hanging documents.

8) TERMINATION – Either the CENTRE or the User may terminate this Agreement at the end of the Term by giving no less than one months’ notice to the other party, effective from the start of any calendar month.

The parties agree that upon the occurrence of any of the following events, the CENTRE shall have the right to terminate this Agreement in its entirety and revoke the Services and license of the Licensed Office Space upon two
(a) the User’s failure to pay any amount when due hereunder;

(b) the User’s default in performing or observing any of the terms or conditions of this Agreement;

(c) a petition in bankruptcy or insolvency or for a reorganization or for the appointment of a receiver or trustee of the User’s property is filed by or against the User or an assignment or petition or arrangement for the benefit of creditors is made or is entered into by the User;

(d) the occurrence of any damage to or destruction of the Licensed Office Space by fire or other casualty; or
(e) The CENTRE has been advised by any government authority or other legislative body that it has reasonable suspicion that the User is conducting criminal or illegal activities in or from the Licensed Office Space.

If the CENTRE terminates this Agreement by reason of any of the foregoing events, in addition to other available remedies, the CENTRE may recover from the User the entire amount of all Monthly Fees and other charges required to be paid pursuant to this Agreement which would become due and payable during the remainder of the Term, and the User hereby authorizes the CENTRE to charge such Monthly Fees and other charges to the User.

In case of a yearly term, if “The User” intends to terminate this agreement before the set date on the coverage page, “The Centre” reserves the right to charge a penalty for early cancellation, early cancellation is calculated based on the number of days left on the agreement.

“The Centre” reserves the right to charge one (01) month of usage and applicable taxes for every sixty (60) days left on the yearly agreement term. The charges will be pro-rated accordingly to reflect the exact cancellation fees.

9) REMOVAL AT END OF TERM – Prior to the end of the Term, the User shall remove all of its equipment, supplies and other property from the Licensed Office Space and leave the Licensed Office Space in good order and condition. ln the event of any default by the User in the performance of its obligation to leave the Licensed Office Space in good order and condition,  the  User  hereby  agrees  that the CENTRE may repair or remedy any damage or deficiency in the Licensed Office Space at the cost and expense of the User, and the User agrees to pay to the CENTRE, upon demand, the cost and expenses so incurred.

In the event of any default by the User in vacating the Licensed Office Space or in removing all its equipment, supplies and other property, the CENTRE may:

(a) dispose of or cause the same to be removed to a place of storage selected by the CENTRE without any liability to CENTRE with respect to such items, and the User shall, upon demand, reimburse the CENTRE for any and all costs incurred by the CENTRE by reason of such disposal, removal and/or storage; and

(b) charge the User an administrative fee of $100.00 per day until the Licensed Office Space is vacated and such equipment, supplies and other property are removed.

Upon termination of this Agreement by either party, the CENTRE shall conduct a final inspection.

If there is no damage to the Licensed Office Space or the furniture, fixtures and other property of the CENTRE contained therein or other amounts owing to the CENTRE by the User, the CENTRE will process a full refund of the Damage Deposit to the User within thirty (30) days. Within ten (10) days of termination of this Agreement by either party, the User shall remove or cause to be removed

the business address provided by the CENTRE on all its digital platforms and marketing materials.
10) PROPERTY LOSS OR DAMAGE – The User shall,
at all times, except as otherwise provided in this Agreement, have sole possession and control of its equipment, supplies and other property in the Licensed Office Space. The User acknowledges and agrees that its equipment, supplies and other property may be subject to damage or loss by reason of natural or other hazards, including, but not limited to theft, fire, water leakage, heat or power failure, accidents, defects in plumbing, explosion, and the bursting of pipes. The User further acknowledges and agrees that it shall be solely responsible for its own equipment, supplies and other property and shall assume the entire risk of damage to or loss of the same resulting from any hazard or from any cause whatsoever, and hereby releases the CENTRE, its shareholders, agents, employees and insurers from any and all liability for any damage or loss (including consequential damages) to any of its merchandise, equipment, supplies and other property in the Licensed Office Space or located elsewhere in the Building regardless of the cause of or the reason.

The User shall immediately pay for all repairs and replacement costs for damage to any of the furniture, furnishings or fixtures during the term of this Agreement.

11) SERVICES –The CENTRE shall
provide the following services during the normal business hours at no additional cost to the to the User:

(a) access to the Licensed Office Space;

(b) heating, air-conditioning, lighting and electrical power as provided generally to the Building;

(c) general cleaning services as per building cleaner schedules;

(d) servicing, maintenance and repair of the CENTRE’s office equipment and furniture; and

(e) use of any kitchen and sanitary facilities within or serving the Building.

12) LIMITATION OF LIABILITY – In no event
shall the CENTRE, its affiliates, and their respective directors, shareholders, officers, employees and agents, be liable for any damages or losses whatsoever, including any direct, incidental, consequential, special or exemplary damages, or any damages for loss of profits, business opportunity, savings, goodwill or other intangible losses, regardless of whether the CENTRE had been advised of or could have foreseen the possibility of such damages and even if caused by the negligence of the CENTRE or those for whom

it is at law responsible, arising out of or in connection with

(a) the use, inability to use or interruption in use of the Licensed Office Space or the Services, including the CENTRE’s failure to perform any of the Services; or

(b) any other matter relating to this Agreement, the Licensed Office Space or any of the services.
“The CENTRE” and its staff have NO obligation to handle and/or settle any disputes between “The User” and their counterparts or business associates.
The User agrees not to make any claim against the CENTRE for any damages it may suffer arising out of any failure to furnish any Service, utility or facility, any error or omission with respect thereto, or any delay or interruption of the same.

For certainty, although the CENTRE provides internet and (if purchased) VOIP phone services and has internet security protocols, the CENTRE does not make any representations as to the provision, reliability, uninterruptedness or security of the CENTRE’s network, the internet or VOIP phone services. The User should adopt whatever security measures (such as encryption) it believes are appropriate. The CENTRE cannot guarantee that a particular degree of availability will be attained in connection with the User’s use of the CENTRE’s network or the internet. The User’s sole and exclusive remedy shall be the remedy of such failure by the CENTRE within a reasonable time after written notice.

13) INDEMNITY AND INSURANCE – The User shall
Indemnify, hold harmless and defend each of the CENTRE, its affiliates, and their respective directors, shareholders, officers, employees and agents from any and all losses, claims, actions, demands, including without limitation reasonable legal and accounting fees, resulting from or related to:

(a) the User’s breach of this Agreement;

(b) the User’s access to, reliance on or use of the Licensed Office Space or the Services;

(c) injuries to persons (including injury resulting in death);

(d) damage to or loss of property arising, directly or indirectly, out of or in connection with, directly or indirectly, the use of the Licensed Office Space or the Building by the User, its employees, clients or contractors;

(e) any act of the User or its officers, employees, franchisees or agents; or

(f) any other claims, losses, damages or expenses arising out of, or in connection with, any alleged infringement of any patent, copyright, trademark or trade name, industrial design, any unfair competition, any business dispute involving the User and any of its employees, clients, suppliers, contractors, competitors or other businesses or any violation of any law or regulation, or any allegation of such. “The USER” shall obtain and maintain, at its expense, and always during the Term, property insurance on all of its equipment, supplies and other property in the License Office Space for full replacement

value. Each policy of property insurance shall contain a waiver of the insurer’s right of subrogation against

14) FORCE MAJEURE – If and to the extent that the CENTRE is prevented from performing any of its obligations under this Agreement by the event of force majeure, being for purposes of this Agreement any event beyond the control of the CENTRE including without limitation an act of God (e.g., a fire, explosion, earthquake, drought, tidal wave or flood), while the CENTRE is so prevented the CENTRE shall be relieved of its obligations to perform such obligation(s) but shall endeavor to continue to perform its obligations under this Agreement so far as reasonably practicable.

15) GENERAL – The CENTRE may, from time to time, relocate the License Office Suite within the Building or allocate different office suites to the User provided that the User shall incur no relocation cost or expense. This Agreement

comprises the entire agreement between the parties relating to the subject matter hereof. No amendment to this Agreement shall be valid unless in writing and signed by each party. If any provision herein is held to be invalid or unenforceable in any way, all other provisions herein will be unaffected and separately valid and enforceable. No omission or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof and no receipt of money by the CENTRE shall be deemed to constitute a waiver of any default of User or to extend or reinstate the Term hereof. If two or more individuals or corporations sign as User, each will be jointly and severally liable to the CENTRE. This Agreement shall endure to the benefit of and be binding upon each of the parties hereto and their respective successors and permitted assigns and shall become effective upon execution by both the CENTRE and the User and payment by the User of the Initial Payment, including the Damage Deposit. The User shall not assign this

Agreement or any portion thereof without the written consent of the CENTRE. The CENTRE may assign this Agreement or any portion thereof without the written consent of the User. This Agreement shall be construed in accordance with and governed by the laws of the Province of Ontario. The division of this Agreement into articles and sections is for convenience only and shall not affect the interpretation or construction of this Agreement. Any notice given or received under this Agreement must be in writing and may be delivered personally, by email, by facsimile, or registered mail at the address stated herein. Notices shall be deemed to have been received on the fifth business day following mailing or, if delivered personally or by email or fax, on the day of delivery if delivered before 5:00 p.m. (Toronto time) on a business day or, if not, on the following business day. All provisions of this Agreement which, by their nature, are intended to survive termination shall continue in force notwithstanding termination hereof.

SERVICES

“The User” will be granted (05) hours per month for boardroom access/booking and usage. “The User” may book the boardroom located in the designated location or any other Workplace K location as per the policy of specificity of each location.

Furniture

The CENTRE shall provide certain furniture, fixtures and furnishings in the Licensed Office Space as determined by the CENTRE in its sole discretion. The User shall not remove, relocate, replace or tamper with any furniture, fixtures or furnishings without the prior written consent of the CENTRE.

Internet / VOIP Phone Services

• The CENTRE shall provide basic Wi-Fi Internet service. However, the internet connection has been installed by and is provided by third-party service providers.
• The CENTRE will not provide any port opening for any user to install any of the User’s devices.
• VOIP phone services may be arranged upon request by the User.
• If the User wishes to utilize its own phone service, then the User may arrange for telephone installation, setup of fax and/or internet lines in the Licensed Office Space, with any available carrier, upon the prior written approval of the CENTRE.

Mail Handling

The CENTRE will accept up to three packages per registered company under the User’s account. The User shall pay to the CENTRE an administrative fee of
$3.00 per additional package.
The User shall pick up, or arrange for pick up, all mail and/or packages within 48 hours of the email notification sent to the User by the CENTRE. The CENTRE reserves the right to return to the sender at the cost of the User any package not picked up by or on behalf of the User within 48 hours of the email notification set to the User.

The CENTRE shall not be required to accept any package in excess of the following dimensions:

Size (L x W x H): Weight:
20” x 20” x 12” 35 pounds
51cm x 51cm X 31cm 16KG (approximately)