Commercial Workspace Licence Agreement

Lonsdale Offices — Unit 233, 1433 Lonsdale Avenue, North Vancouver, British Columbia Licensor/Operator: Mortazavi Holding Corporation ("MHC") Registered and Records Office: 233 – 1433 Lonsdale Ave., North Vancouver, BC V7M 2H9 Telephone: (604) 837‑2646 Email: smortazavi@paxlaw.ca This Commercial Workspace License Agreement ("Agreement") is made between Mortazavi Holding Corporation, as licensor and operator of the commercial workspace located at units 231 & 233 at 1433 Lonsdale Avenue, North Vancouver, British Columbia, and the individual or entity identified as the licensee in Schedule A ("Licensee"). In consideration of the mutual promises set out below, the parties agree as follows.
Name
Address
Drag & Drop Files, Choose Files to Upload
Which workspace are you interested in renting?
1. Nature of Agreement and Relationship of the Parties This Agreement grants a revocable, personal, non‑exclusive, and non‑transferable license to use the workspace described in Schedule A ("Workspace") located within the property at 1433 Lonsdale Avenue (the "Building"). The parties acknowledge and agree that this Agreement creates a license only and does not create a lease, tenancy, or any interest in land. The British Columbia Residential Tenancy Act does not apply to this Agreement. No estate or exclusive possession is granted, and MHC retains control and management of the Building, the Workspace, and all common areas.
2. Definitions For the purposes of this Agreement, "Commencement Date" means the start date stated in Schedule A. "Term" means the period described in Schedule A, subject to early termination in accordance with this Agreement. "Fees" means all amounts payable by the Licensee, including the monthly license fee, meeting room charges, parking charges, access device fees, service charges, late charges, and all applicable taxes. "Security Deposit" means the deposit stated in Schedule A. "Common Areas" means the areas within the Building and contained in units 231 & 233 that MHC makes available for shared use, which may include reception areas, kitchens, washrooms, corridors, and meeting rooms made available pursuant to Schedule C. "Access Devices" means keys, access cards, fobs, codes, or similar credentials issued by MHC. "Policies" means the Building rules, strata bylaws, house rules, security procedures, and operating policies issued or amended by MHC from time to time, including any internet acceptable use policy. "CPI" means the Consumer Price Index for British Columbia (All‑Items) published by Statistics Canada, or any successor index reasonably designated by MHC.
3. Grant of License and Scope of Use Subject to the Licensee’s timely payment and compliance with this Agreement, MHC grants the Licensee the right to access and use the Workspace solely for lawful business purposes consistent with a professional office environment, in a manner that does not cause nuisance, excessive noise, disruption, or interference with other occupants or Building operations. The Licensee shall not use the Workspace for residential purposes, retail trade to the public, the storage of hazardous materials, or any illegal or immoral activity. The Licensee shall comply with all applicable laws, governmental orders, the Policies, and any strata bylaws affecting the Building, which are incorporated by reference. MHC may update Policies acting reasonably and shall make updated versions available to the Licensee; continued use of the Workspace constitutes acceptance of such updates.
4. Term, Renewal, and Holding Over The Term commences on the Commencement Date and continues for the period stated in Schedule A, unless terminated earlier in accordance with this Agreement. Unless otherwise specified in Schedule A, upon expiry of the initial Term the Agreement shall continue on a month‑to‑month basis on the same terms except that MHC may revise Fees on thirty (30) days’ written notice. Any occupancy after termination or expiry that is accepted by MHC’s receipt of Fees shall be deemed a month‑to‑month license revocable on not less than seven (7) days’ written notice, without creating a tenancy.
5. Fees, Payment, and Taxes The Licensee shall pay the monthly license fee described in Schedule A in advance on the due date specified therein. Fees shall be paid by e‑transfer to mhc@paxlaw.ca and no phone number is to be entered for the e-transfer to MHC. All Fees are exclusive of taxes, and the Licensee shall pay GST and any other applicable taxes contemporaneously with the Fees. Any amount not paid when due bears interest at twelve percent (12%) per annum, calculated daily and compounded monthly, or the maximum rate permitted by law, whichever is lower. The Licensee shall pay all reasonable administrative charges arising from failed or reversed payments.
6. Automatic Adjustments to Fees Unless otherwise stated in Schedule A, MHC may increase the monthly license fee once every twelve (12) months by up to five percent (5%) or by the percentage change in CPI over the preceding twelve (12) months, whichever is higher, upon thirty (30) days’ written notice.
7. Security Deposit and Application On or before the Commencement Date, the Licensee shall pay the Security Deposit in the amount set out in Schedule A. MHC may apply the Security Deposit, in whole or in part and without notice or prejudice to other remedies, toward unpaid Fees, repair of damage beyond reasonable wear and tear, cleaning and restoration costs, replacement of lost or damaged Access Devices, and any other amounts owing by the Licensee under this Agreement. If applied during the Term, the Licensee shall promptly replenish the Security Deposit upon request. Subject to the foregoing, any remaining balance shall be returned within a reasonable period after the Licensee has vacated and complied with its surrender obligations.
8. Access, Credentials, and Building Security Access Devices remain MHC’s property and may only be used by the Licensee’s personnel who have been properly identified in Schedule F or in writing to MHC. The Licensee is responsible for all use and misuse of Access Devices and shall immediately report any loss or suspected compromise. MHC may implement reasonable security measures, including CCTV monitoring in common areas and access‑control systems, and the Licensee consents to such measures for security, safety, building management, and incident investigation. All footage and access logs are MHC’s property and may be retained and disclosed as permitted by law and the Policies.
9. Shared Facilities and Meeting Rooms The Licensee may use Common Areas in accordance with the Policies. Meeting rooms are available by prior booking and subject to the fees set out in Schedule B and the conditions in Schedule C. The Licensee shall vacate meeting rooms promptly at the end of the reserved period and leave them clean and orderly; MHC may charge reasonable fees for overtime use, cleaning, or damage.
10. Mail Handling and Signage If authorized under Schedule E, the Licensee may receive mail at the Building. MHC is not responsible for lost, delayed, misdelivered, or damaged mail or parcels and does not accept bailment obligations. MHC may refuse items that, in its discretion, are unsafe, oversized, COD, or otherwise unsuitable. The Licensee shall not install signage without MHC’s prior written approval; any approved signage shall be at the Licensee’s expense and removed at surrender, with restoration of affected surfaces.
11. Parking Parking, if any, is governed by Schedule D. No parking is guaranteed unless expressly assigned in Schedule D, and any assigned stall may be relocated upon reasonable notice. The Licensee and its users shall comply with all parking rules and pay applicable parking fees and taxes.
12. Condition, Alterations, and Maintenance The Licensee accepts the Workspace “as is, where is” as of the Commencement Date, subject only to any agreed preparations expressly described in Schedule A. The Licensee shall keep the Workspace in a clean, orderly, and professional condition, shall not make alterations, installations, or cabling changes without MHC’s prior written consent, and shall promptly repair any damage it or its invitees cause. MHC shall maintain Building structure, base building systems, and Common Areas in a manner consistent with comparable workspace facilities, subject to temporary interruptions for maintenance, repairs, force majeure, or emergencies.
13. Conduct, Health and Safety, and Hazardous Substances The Licensee shall ensure that its personnel and invitees conduct themselves professionally and refrain from harassment, discrimination, or conduct that could compromise health and safety. The Licensee shall not bring hazardous materials into the Building except for ordinary office supplies used and stored in accordance with applicable laws and manufacturer instructions. The Licensee shall promptly notify MHC of any incident, damage, or unsafe condition of which it becomes aware.
13. Conduct, Health and Safety, and Hazardous Substances The Licensee shall ensure that its personnel and invitees conduct themselves professionally and refrain from harassment, discrimination, or conduct that could compromise health and safety. The Licensee shall not bring hazardous materials into the Building except for ordinary office supplies used and stored in accordance with applicable laws and manufacturer instructions. The Licensee shall promptly notify MHC of any incident, damage, or unsafe condition of which it becomes aware. (copy)
14. Internet, Technology, and Cybersecurity MHC provides internet access, the Licensee shall use it solely for lawful purposes and in accordance with the Policies. Prohibited uses include distribution of malware, attempted network intrusion, spamming, harassment, infringement of intellectual property rights, unlawful downloading, crypto‑mining, and any activity that degrades network performance or compromises security. The Licensee is responsible for the security of its devices, encryption of sensitive data, and compliance with privacy laws applicable to its operations. MHC does not warrant uninterrupted or error‑free service and may suspend or throttle access for security, misuse, maintenance, or network management reasons.
15. Insurance Throughout the Term, the Licensee shall maintain at its own expense commercial general liability insurance with limits not less than CAD $1,000,000 per occurrence, including coverage for bodily injury, property damage, contractual liability, and tenants’ legal liability, naming MHC as an additional insured with a waiver of subrogation to the extent permitted by law. The Licensee shall also maintain insurance for its business property, equipment, inventory, and data, and any other coverage prudent for its operations. Certificates of insurance shall be provided to MHC upon request. MHC does not insure the Licensee’s property and has no responsibility for its loss or damage.
16. Compliance with Laws, Strata Bylaws, and Policies Because the Building is part of a strata development, the Licensee acknowledges receipt of or access to the applicable strata bylaws and agrees to comply with them and with all Policies and applicable laws. The Licensee shall not do or permit anything that would cause a breach of such bylaws, void insurance, or increase insurance premiums for the Building. The Licensee shall reimburse MHC for any premium increases or fines attributable to the Licensee’s acts or omissions.
17. Indemnity The Licensee shall indemnify and hold harmless MHC and its directors, officers, employees, contractors, and agents from and against all claims, demands, losses, liabilities, damages, costs, and expenses (including legal fees on a solicitor‑client basis) arising from or related to the Licensee’s use or occupancy of the Workspace or Common Areas, its business operations, its breach of this Agreement, or the acts or omissions of its personnel, contractors, or invitees, except to the extent caused by MHC’s gross negligence or willful misconduct.
18. Limitation of Liability To the fullest extent permitted by law, MHC shall not be liable to the Licensee for any indirect, consequential, special, incidental, or punitive damages, loss of profit, loss of data, business interruption, or loss of goodwill, whether arising in contract, tort, or otherwise. MHC’s aggregate liability for direct damages shall not exceed the total license fees actually paid by the Licensee to MHC in the three (3) months immediately preceding the event giving rise to liability, except in respect of personal injury or property damage caused by MHC’s gross negligence or willful misconduct. The Licensee acknowledges that the Fees reflect the allocation of risk in this clause.
19. Default and Remedies A default occurs if the Licensee fails to pay any Fees when due; fails to comply with the Policies, strata bylaws, or applicable law; permits unauthorized use or access; engages in illegal activity or unsafe conduct; causes material disturbance, nuisance, or damage; or otherwise breaches this Agreement and fails to cure such breach within the time permitted herein. Upon default, MHC may, without limiting other remedies, suspend access, disable Access Devices, withhold services, levy reasonable administrative charges, recover damages, and terminate this Agreement on written notice. If the default is non‑monetary and reasonably curable, MHC shall give written notice and a cure period of five (5) days, or such shorter period as is reasonable in the circumstances involving safety, security, or illegality. Monetary defaults may be declared immediately with no cure period, save as may be required by law.
20. Termination Either party may terminate this Agreement for convenience on thirty (30) days’ written notice. MHC may terminate immediately upon notice if the Licensee commits a material breach, engages in illegal activity, endangers safety, or causes or threatens material damage to property or business operations. Upon termination or expiry, the Licensee shall vacate the Workspace, remove all of its property, return all Access Devices, and restore the Workspace to its original condition, reasonable wear and tear excepted. Property remaining after termination may be deemed abandoned and disposed of or stored at the Licensee’s risk and expense.
21. Costs of Enforcement and Collection The Licensee shall pay MHC’s reasonable costs of enforcement and collection, including reasonable administrative fees and legal costs on a solicitor‑client basis, whether or not legal proceedings are commenced.
22. Force Majeure and Service Interruptions MHC shall not be responsible for delay or failure to perform any obligation, or for interruptions or reductions in services, due to events beyond its reasonable control, including acts of God, fire, flood, earthquake, pandemic, public health orders, war, terrorism, civil unrest, labour disputes, supply‑chain disruptions, utility failures, or governmental actions. Services may be suspended for maintenance, repairs, or improvements; MHC shall act reasonably to minimize disruption, but no abatement or set‑off of Fees shall apply, except where expressly provided in this Agreement.
23. Confidentiality and Privacy The Licensee shall keep confidential any non‑public information regarding MHC’s operations, security systems, access procedures, and information belonging to other occupants. The Licensee is responsible for its own compliance with applicable privacy laws in respect of personal information it collects or processes. MHC may collect and process limited personal information necessary to administer access control, security, billing, and service delivery in accordance with applicable privacy laws and the Policies.
23. Confidentiality and Privacy The Licensee shall keep confidential any non‑public information regarding MHC’s operations, security systems, access procedures, and information belonging to other occupants. The Licensee is responsible for its own compliance with applicable privacy laws in respect of personal information it collects or processes. MHC may collect and process limited personal information necessary to administer access control, security, billing, and service delivery in accordance with applicable privacy laws and the Policies. (copy)
23. Confidentiality and Privacy The Licensee shall keep confidential any non‑public information regarding MHC’s operations, security systems, access procedures, and information belonging to other occupants. The Licensee is responsible for its own compliance with applicable privacy laws in respect of personal information it collects or processes. MHC may collect and process limited personal information necessary to administer access control, security, billing, and service delivery in accordance with applicable privacy laws and the Policies. (copy)
25. No Waiver; Set‑Off; Independent Covenants No failure or delay by MHC in exercising any right operates as a waiver. The Licensee shall not set off or withhold payments. The Licensee’s obligations are independent covenants, and payment obligations are absolute.
26. Notices Notices under this Agreement shall be in writing and deemed given when delivered by hand, reputable courier, or email to the addresses stated on the first page or as otherwise notified in writing. An email notice is effective on the business day sent if transmitted before 5:00 p.m. Pacific Time, otherwise on the next business day.
27. Dispute Resolution and Arbitration The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through informal negotiations for a period of up to thirty (30) days after written notice of the dispute. If not resolved, the dispute shall be referred to and finally resolved by binding arbitration in British Columbia under the Arbitration Act (British Columbia) by a single arbitrator. The seat of arbitration shall be British Columbia, the language shall be English, and the arbitrator may award costs, interest, and equitable relief. The arbitrator’s decision is final and binding, and judgment may be entered thereon.
28. Governing Law and Jurisdiction This Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Subject to the arbitration clause, the parties attorn to the exclusive jurisdiction of the courts of British Columbia.
29. Entire Agreement; Amendments; Severability This Agreement, including the Schedules, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior discussions and understandings. No amendment is effective unless in writing and signed by authorized signatories of both parties, except that MHC may update Policies from time to time. If any provision is held invalid or unenforceable, it shall be severed and the remainder shall continue in full force.
30. No Partnership; Independent Parties Nothing in this Agreement creates a partnership, joint venture, fiduciary relationship, agency, or employment relationship between the parties. Each party is an independent contracting party.
31. Counterparts and Electronic Signatures This Agreement may be executed in counterparts and delivered by electronic means. Electronic signatures and counterparts constitute originals and together form one and the same instrument.
32. Personal Guarantee (If the Licensee is an Entity) If the Licensee is a corporation, partnership, or other legal entity, the individual executing this Agreement on its behalf also executes the guarantee below and personally, unconditionally, and irrevocably guarantees the full and punctual performance of the Licensee’s obligations. The guarantor is jointly and severally liable with the Licensee, and MHC may proceed against the guarantor without first proceeding against the Licensee.
SCHEDULES Schedule A — Commercial Terms and Workspace Description This Schedule identifies the Licensee’s legal name, trade name if different, and principal contact information; the description of the Workspace is: the room at 233 behind the entrance reception area including office or desk number); the Commencement Date is, and the initial Term starts on the date this contract is executed and accepted by the landlord indicated by way of signing the same and returning to the email entered in this contract. The monthly license fee for each workspace type is set out by MHC from time to time. Meeting rooms are billed at twenty‑five dollars (CAD $25) per hour for a four‑person room and forty dollars (CAD $40) per hour for an eight‑person room. Parking fees, if applicable, are stated in Schedule D. Fees are subject to applicable taxes and to adjustments in accordance with Section 6 of the Agreement. Schedule C — Meeting Room Booking and Use Policy Meeting rooms must be booked in advance and used only during the reserved period. The Licensee shall vacate promptly at the end of the reservation, maintain cleanliness, and report any issues immediately. Overtime use may be charged at the then‑current hourly rate, with a minimum one‑hour increment. Repeated no‑shows or overruns may result in suspension of booking privileges. The Licensee shall not install equipment or alter configurations without prior written consent. Food and beverages must be handled responsibly and any spills or damage promptly remedied at the Licensee’s cost. Schedule D — Parking Allocation and Rules If parking is assigned, this Schedule sets out the stall number, authorized vehicle license plate, monthly parking fee, and any access requirements. The Licensee shall comply with posted parking rules, keep the stall clean and free of leaks, and park only authorized vehicles. Unauthorized parking, storage, or repairs are prohibited. MHC may relocate stalls on reasonable notice. Towing or enforcement costs arising from the Licensee’s breach are for the Licensee’s account. Schedule E — Mail Handling Authorization and Conditions If authorized, the Licensee may use the Building address for receiving mail and small parcels. MHC may sign as agent for receipt only, without assuming obligations of a carrier, warehouseman, or bailee. Items that are illegal, perishable, oversized, dangerous, or COD may be refused. The Licensee shall collect items promptly and authorizes MHC to return items uncollected within a reasonable time. The Licensee releases MHC from liability for loss, delay, misdelivery, or damage except to the extent caused by MHC’s gross negligence or willful misconduct. Schedule F — Onboarding, Access, and Contacts This Schedule records the names and contact details of authorized users who may access the Workspace and Common Areas; the number and type of Access Devices issued and the date of issuance; the Licensee’s emergency contact; and any specific induction or safety requirements applicable to the Licensee’s operations. The Licensee shall keep this information current and promptly notify MHC of changes. Schedule G — Bylaws See attached.
Clear Signature