Terms and conditions

General Terms and Conditions

STAPLES STUDIO MEMBERSHIP TERMS AND CONDITIONS Last updated on August 18, 2024

Overview. 1.1 The following terms and conditions of use (“Terms”) form part of your Studio Membership with Staples Canada ULC (“Staples Studio”, “we”, “us” or “our”) and describe your rights and obligations with respect to your access to and use of any office space, work stations, office equipment, conference space, meeting rooms, printers and copiers, scanners and faxes, Wi-Fi services, coffee and tea stations,P Staples Studio Virtual Community and any other services we may provide to you from time to time (collectively, “Services”).

1.2 For the purposes of these Terms: (a) “Laws” means the common law and all statutes, regulations, by-laws, orders, permits, guidelines, licences, approvals, consents, and other laws of governmental authorities (collectively, "Laws") applicable to the Premises, their use, the member, Staples Studio or their businesses or operations at the Premises;Priva (b) “guests” means, as applicable, the member’s officers, directors, employees, agents, representatives, invitees, clients, customers and those for whom the member is at law responsible; (c) “member”, “you” and “your” each refer to a person who purchases a Studio Membership plan with Staples Studio; (d) “Membership Fee” means the fee charged by Staples Studio to a member for its Studio Membership; (e) “Premises” means the Staples Studio location chosen by you as the location at which the Services will be supplied, including all areas of the building outside of the Licensed Area, such as common areas of the building and the lands upon which the building is situate; (f) “Regular Business Hours” means, unless otherwise stated to the contrary on the specific Staples Studio webpage 9:00 AM to 5:00 PM local time in the city in which the Premises is located, excluding statutory holidays and other periods of temporary closure as determined by Staples Studio in its sole discretion; (g) “Released Parties” means Staples Studio, its subsidiaries, affiliates, divisions and related entities and third parties hired to perform the Services and each of the forgoing’s respective past, present and future officers, directors, shareholders, employees, representatives, agents, predecessors, successors and assigns; and (h) “Studio Membership” means a membership with Staples Studio.

Acceptance of Terms. 2 2.1 YOUR LICENSE OF THE LICENSED AREA AND YOUR USE OF THE SERVICES, THE LICENSED AREA AND THE PREMISES (AS DEFINED HEREIN) SHALL BE AT ALL TIMES SUBJECT TO THESE TERMS. BY USING ANY OF THE SERVICES OR THE LICENSED AREA, YOU AGREE TO ACCEPT THESE TERMS AND AGREE TO BE BOUND BY THEM.

2.2 These Terms may be updated, supplemented or modified by us from time to time (the “Revised Terms”). Your continued use of any of the Services or Licensed Area after Staples Studio has posted or delivered the Revised Terms shall constitute your unconditional acceptance and agreement to comply with and observe all of them. In the event you disagree with any Revised Terms, your sole recourse is to terminate your Studio Membership in accordance with Section 8.3.

Grant of License. 3 3.1 Subject to the terms and conditions of your Studio Membership plan and these Terms, Staples Studio grants to you a non-exclusive, non-transferrable and revocable licence (“Licence”) to use and occupy a designated workspace or area (“Licensed Area”) for the Membership Term (defined below), together with other individuals who may have similar access from time to time. The Licence shall automatically terminate upon expiry or termination of your Studio Membership. 3.2 You agree that you have inspected or have been offered an opportunity to inspect the Licensed Area and confirm that it is suitable for your purposes and that no modifications are required to the Licensed Area for your use of the Services.

Rules. 4 4.1 Staples Studio shall be entitled to create, modify and enforce rules, regulations, guidelines and protocols (“Rules”) from time to time that govern your Studio Membership and the use, management, occupancy, operation, delivery and health and safety of the Services, Licensed Area and Premises or any part thereof. Staples Studio may either post the Rules at a conspicuous location at the Premises or deliver the Rules to you by email. Your continued use of the Services and Licensed Area after we hadve posted or delivered the Rules shall constitute your unconditional acceptance and agreement to comply with and observe them all. In the event you disagree with any Rules, your sole recourse is to terminate your Studio Membership in accordance with Section 8.3.

Voluntary Use & Acceptance of Risk. 5 5.1 YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES, LICENSED AREA AND PREMISES IS SOLELY AT YOUR OWN RISK, INCLUDING EXPOSURE TO ILLNESS, SERIOUS INJURY OR DEATH, AND, BY ACCESSING AND USING THE SERVICES, LICENSED AREA AND PREMISES, YOU ACCEPT THESE RISKS AND DANGERS. YOU ARE AWARE AND UNDERSTAND THAT YOUR ACCESS AND USE OF THE SERVICES, LICENSED AREA AND PREMISES MAY INCREASE THE LIKELIHOOD OF CONTRACTING AND SPREADING COVID-19 OR OTHER VIRUSES OR INFECTIOUS DISEASES. YOU ACKNOWLEDGE THAT YOU ARE VOLUNTARILY ACCESSING AND USING THE SERVICES, LICENSED AREA AND PREMISES. YOU FREELY ACCEPT AND FULLY ASSUME ANY AND ALL OF THE RISKS AND DANGERS INVOLVED, INCLUDING, BUT NOT LIMITED TO, THE POSSIBILITY OF SICKNESS, DEATH OR SPREAD OF COVID-19 AND OTHER VIRUSES AND INFECTIOUS DISEASES, WHETHER CAUSED BY THE NEGLIGENCE OF STAPLES STUDIO OR OTHERWISE.

Permitted Uses. 6 6.1 Staples Studio does not guarantee that your specific business operation is permitted and you expressly acknowledge and assume the risk that your specific business operation may not be a permitted use under the existing zoning bylaw.

Types of Memberships. 7 7.1 There are different types of Studio Membership plans, all of which are briefly summarized below and further described on the Staples Studio website at studio.staples.ca (“Website”). Each type of Studio Membership carries certain rights and privileges. Accordingly, not all members are entitled to all of the Services outlined herein. For further information regarding the Studio Membership plans, please refer to the Website. Staples Studio reserves the right to change its Studio Membership plans, including the amenities and services offered to Members in connection therewith, at any time. (a) Day Pass: Members have access to the Licensed Area and applicable Services for one (1) day, during our Regular Business Hours for the Premises. The Day Pass expires thirty (30) days following the original date of purchase. (b) Meeting Room, Podcast or Spotlight Rental (Daily or Hourly): Members may rent meeting rooms, podcast rooms, or spotlight space on a daily or hourly basis. Includes access to lounges, kitchen and unlimited tea and coffee. (c) Hot Desk Unlimited Access (Monthly or Recurring Membership): Members have unlimited access to the Licensed Area and applicable Services and receive a credit that can be applied to the use of any meeting room or event space.
(d) Premium Access Upgrade (Must be purchased with a Hot Desk Unlimited Access plan): In addition to the rights and privileges received with the Hot Desk Unlimited Access plan, members have unlimited access to a locker and receive an additional credit that can be applied to the use of any meeting room or event space. (e) Office (Monthly or Recurring Membership): Members have access to their own dedicated, private and lockable office space and unlimited access to the Licensed Area and applicable Services and receive a credit that can be applied to the use of any meeting room or event space. (f) Basic Business Partnership (Recurring Membership): includes 10 hours of meeting room rentals, 5 coworking desk passes each month, unlimited free tea and coffee, free access to our networking community, and Spotlight events for the duration of the membership. In addition, members with a 12-month plan will receive a one-time digital advertising and social media spot. Available on a 6 or 12 month term. (g) Enhanced Business Partnership (Recurring Membership): Includes 16 hours of meetings room rentals, a half day rental of our premium Spotlight space, 10 coworking day passes per month, unlimited free tea and coffee, free access to our networking community, and Spotlight events for the duration of the membership. In addition, members with a 12-month plan will receive a one-time digital advertising and social media spot. Available on a 6 or 12 month term. (h) Premium Business Partnership (Recurring Membership): Includes 20 hours of meetings room rentals, a full day rental of our premium Spotlight space and 10 coworking day passes per month, free access to our networking community, and Spotlight events for the duration of the membership. In addition, members with a 12-month plan will receive a one-time digital advertising and social media spot. Available on a 6 or 12 month Term. (i) Podcast Partnership (Recurring Membership): Includes 10 hours of podcast room and equipment rental plus 2 hours of meeting room rentals per month. Available on a 6 or 12 month term. (j) Virtual Work From Anywhere (Monthly Membership): Members have access to the Staples Studio Virtual Community, Spotlight events, Preferred Membership Pricing, discounts on Staples Studio membership and meeting room rentals, 1 day pass per month, discounts on Staples Solution Shop services, remote tech support (including Norton anti-virus software), and access to member health and wellness programs.
(k) Mail Service (Monthly Membership): Members are provided with mail service and have access to discounts on Staples Solution Shop services, discounts at café partners, 1 day pass per month, access to Staples Studio Virtual Community and discounts on meeting room rentals. 7.2 All Studio Memberships that were purchased prior to August 1, 2020 will continue at their current rate as at August 1, 2020 until the current Membership Term expires. Those members who purchased a Studio Membership prior to August 1, 2020 may choose to change their current Studio Membership plan to one of the new Studio Membership plans at any time, at the new applicable rates.

Membership Term & Termination. 8 8.1 The term of each Studio Membership (“Membership Term”) shall be as follows: (a) for a Day Pass, the one day period commencing at the start of the regular business hours for the Premises on the member’s date of entry into the Premises for the use of the Services and Licensed Area and ending at the end of the Regular Business Hours for the Premises on such date; (b) for daily or hourly meeting room, podcast room or Spotlight bookings, commencing at the time of the scheduled booking and terminating at the end of such scheduled booking; and (c) for all other monthly or recurring Studio Memberships, the period commencing upon the member’s registration and acceptance of these Terms and continuing for one (1) month or the term specified, as applicable, unless sooner terminated by Staples Studio or the member. Recurring memberships will auto-renew for the same term originally selected by you upon the Staples Studio terms and conditions in effect at the time of such auto-renewal unless terminated by you in accordance with Section 8.3 herein. 8.2 Staples Studio may cancel, without liability or penalty, a Day Pass, meeting room, podcast room or Spotlight booking at any time prior to the time of booking by providing written notice of cancellation to the member and, if applicable, refunding the member’s Membership Fee.

8.3 If you wish to terminate your monthly or recurring Studio Membership, you must provide one full calendar month’s prior written notice of termination to Staples Studio by email to studio@staples.ca. For example, if you provide notice of termination on September 5, 2020, your Studio Membership will terminate on October 5, 2020. The Services, License and all other rights or benefits granted to the member shall terminate at the end of the applicable calendar month. A Five Hundred Dollar ($500.00) fee will apply for early cancellation of an Office Recurring Membership, Business Partnership or Podcast Partnership. Such fee will be automatically billed to your original method of payment upon cancellation.

On or before the end of your Membership Term, you will remove all of your personal property from the Premises, return your scan card and deliver vacant possession of the Licensed Area in a clean and tidy condition to Staples Studio. You will be responsible for all costs of Staples Studio to have the Premises and Licensed Area restored to the condition, subject to reasonable wear and tear, that they were in at or before the commencement of the Membership Term. You will pay Staples Studio’s costs for same within ten (10) days after receipt of a detailed invoice from us detailing each item and its cost. The Membership Fee will be adjusted to and paid on the applicable termination or expiry date. Your obligations in this Section 8.3 shall survive the expiry or earlier termination of the Membership Term. 8.4 Notwithstanding anything else herein set forth, Staples Studio may withhold Services or immediately terminate your Studio Membership or both: (a) upon any breach, violation or non-performance by you or your guests of any of your covenants, agreements or representations set out in these Terms or in the Rules; (b) if you fail to pay your Membership Fee and all other amounts hereunder for six (6) days after the same become due and payable; (c) upon termination, expiration or material loss of our rights in and to the Premises; (d) if you or your guests pose, in our sole and unfettered discretion, a material risk or threat to Staples Studio, our affiliates, other members or the Premises; or (e) at any other time when we, in our sole and unfettered discretion, see fit to do so, and we may do so without prior notice and with immediate effect if necessary.

8.5 Notwithstanding termination of your Studio Membership, you will remain liable for any overdue fees and we may exercise our rights to collect payment of the same.

Member Property. 9 9.1 We are not responsible for any property you or your guests leave behind in the Premises. Prior to the termination or expiration of your Studio Membership, you will remove all of your and your guests’ property from the Premises. After providing you with 7 days’ prior written notice, or such longer notice period as required by applicable Laws, we will be entitled to dispose of any property remaining in or on the Premises and will not have any obligation to store such property, and you waive any claims or demands regarding such property or our handling of such property. You will be responsible for any fees incurred by us in removing and disposing of your property, which you shall immediately pay to us upon receipt of an invoice for the same.

Payments and Fees. 10 10.1 For Day Pass and daily or hourly meeting room, podcast room and Spotlight bookings, the Membership Fee will be billed at the time of the member’s entry into the Premises for use of the Services and Licensed Area. For monthly memberships, the Membership Fee will be billed at the time of registration. For all other recurring Studio Memberships, the Membership Fee will be billed monthly (with the exception of the first and last month’s Membership Fee, which is due at the time of registration). The member shall pay to Staples Studio the Membership Fee, plus applicable taxes, by the method and to the account as Staples Studio may designate from time to time in writing. For monthly Studio Memberships, the Membership Fee is payable in advance on the first day of each calendar month throughout the Membership Term. The member acknowledges that the Membership Fee is subject to periodic review and change, as Staples Studio may determine, in its sole and unfettered discretion.

10.2 In the event that the Licensed Area comprises a dedicated office, then in addition to the Membership Fee, you will pay a deposit of $500.00 (the “Security Deposit”) to be billed by Staples Studio to your method of payment provided upon registration as security for the performance by you of your obligations under these Terms. Staples Studio will not be required to maintain the Security Deposit in a separate account or to pay interest on the Security Deposit. If you default on your obligation to pay the Membership Fee or any other obligation to pay amounts under these Terms, then Staples Studio may, but is not obligated to, use, apply or retain all or part of the Security Deposit for the payment of any such sums of which you are in default. If you fail to repair damage to or restore the Licensed Area or Premises on expiration or earlier termination of the Membership Term, then Staples Studio, but shall not be obligated to, use, apply or retain all or any portion of the Security Deposit for the payment of the amount we spend or may become obligated to spend to clean, repair damage to and/or restore the Licensed Area or Premises. Staples Studio will refund any portion of the Security Deposit that is not used, applied, or retained, to you within thirty (30) days after the last day of the Membership Term, such refund to be made to your original method of payment. This Section shall survive the expiry or earlier termination of your Membership Term.

10.3 In addition to your Membership Fee, and depending on the Studio Membership plan in which you are enrolled, meeting rooms, event spaces and printer services will incur additional fees (“Additional Fees”). All Additional Fees will be charged to your account within 30 days of you incurring such fees.

10.4 The member shall pay all amounts to Staples Studio when due, in Canadian currency without deduction, abatement or set-off of any nature or kind. If any amounts are not paid when due, then the unpaid amount will accrue interest at a rate of 12% per annum, calculated daily, until the date Staples Studio receives payment in full. The Membership Fee and Additional Fees are all non-refundable.

10.5 If you default in the payment of any amounts payable to Staples Studio and such payment is overdue by six days or more, Staples Studio, in its sole and unfettered discretion, may suspend your Services and License effective on the seventh day following the date that payment was originally due until Staples Studio receives payment of all amounts owing by you (including any late interest), and notwithstanding the suspension, you must continue to pay the Membership Fee and all other amounts as the same become due and payable during the suspension period.

Meeting and Spotlight Room Reservations. 11 11.1 You will be billed for your meeting room usage based on your Studio Membership plan. If you cancel your booking at least 48 hours’ prior to the reservation start time, you will be refunded 100% of your room-booking fee. No refunds or discounts with less than 48 hours notice.

Use of Services, Licensed Area and Premises. 12 12.1 You represent, warrant, covenant and agree that you will: (a) Comply with and diligently observe all Rules as may be made by Staples Studio from time to time and comply with all code(s) of conduct or other guidelines which may be applicable from time to time to any particular Service, including the building rules for the Premises; (b) Comply with all applicable Laws, permits, bylaws and regulations, including all health, safety, fire and emergency regulations and all applicable government and public health orders, controls, measures, guidelines and restrictions in exercising the rights granted in connection with your Studio Membership; (c) Stay home if you are sick and follow all applicable government and public health laws, orders, controls, measures, guidelines and restrictions respecting quarantining and self-isolation; (d) Use the Services, Licensed Area and Premises solely for legitimate business purposes related to your specific business operation and not for any other purpose without Staples Studio’s prior written consent, which may be withheld by us in our sole and unfettered discretion; (e) Observe and perform all of your covenants under these Terms, including, without limitation, the covenant to pay all amounts arising in connection with your Studio Membership when they become due and to pay any accrued interest for late payment; (f) Maintain the Licensed Area, and common areas of the Premises, such as washrooms and kitchenettes, in a neat, tidy, clean and hygienic condition and clean up any mess made by you or your guests; (g) Maintain reasonable noise levels and be considerate and respectful of others, including refraining at all times from using profanity and engaging in behaviour that could reasonably be perceived as threatening, aggressive or abusive; (h) Be physically present at the Premises with your guests at all times; (i) Be responsible and pay for any breakage, defect, damage, theft or vandalism caused to the Premises by you or your guests. Damage must be immediately reported to a Staples Studio representative; (j) Be responsible for all of your activities and the activities of your guests that may occur at the Premises; (k) Schedule any and all deliveries within Regular Business Hours at the Premises; (l) Upon termination of your Studio Membership, return the Scan Card (defined below) and leave the Licensed Area in the condition you received it or in a condition that is acceptable to Staples Studio, acting reasonably, and remove all property and equipment that you brought into the Premises; and (m) obtain and maintain throughout the Term, all permits, consents, licences and approvals required from governmental authorities for you to carry out your business at the Premises in compliance with all Laws, and provide copies of such obtained permits, consents, licences, and approvals to Staples Studio immediately upon request.

12.2 You further represent, warrant, covenant and agree that you will not: (a) Use the Services, Licensed Area or Premises in an unlawful manner or to conduct or pursue illegal or offensive activities; (b) Allow other individuals entry into the Licensed Area or Premises unless the other individuals are invited by you as your guests in connection with a legitimate business meeting and then only for the duration of the meeting; (c) Admit any guests to the Premises who feel sick or have been instructed by any government, public health authority or physician to stay at home, self-isolate or quarantine; (d) Use the Services or Premises in connection with peer-to-peer networks, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise); (e) Use the name “Staples” or “Staples Studio” or use photographs or illustrations of the Premises or Services or any trademarks, logos or other identifiers of Staples or Staples Studio in any advertising, publicity or other purpose without our prior written consent, which consent may be withheld in our sole and unfettered discretion; (f) Publish, post, upload, distribute, transmit or disseminate on or through our Services (including the Staples Studio Virtual Community) any unlawful, inappropriate, indecent, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, profane or hateful material or any other material that could give rise to civil or criminal liability under law; (g) Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including copyright or trademark laws, or by rights of privacy or publicity unless you own or control such rights or have received all necessary consents to do the same; (h) Upload files that contain viruses, worms, time bombs, cancel bots, corrupted files or any other similar software or programs that may damage the operation of another person’s computer or the property of another person; (i) Consume excessive volumes of bandwidth or data over Staples Studio’s wireless internet service or interfere with the use of the wireless internet service by Staples Studio, other members or their respective guests or any other person, all as determined by Staples Studio, in its sole and unfettered discretion, from time to time; (j) Download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed or distributed in such manner; (k) Attempt to gain unauthorized access to any Services, networks, accounts or computer systems through hacking, password mining or any other means; (l) Damage, disable, overburden or impair any Staples Studio server or networks; (m) Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret or other proprietary right of any other party; (n) Restrict, inhibit or interfere or permit your guests to restrict, inhibit or interfere with the use or quiet enjoyment of the Services or Premises by Staples Studio, other members or their respective guests or any other person; (o) Defame, abuse, harass, stalk, threaten, commit theft or otherwise violate the legal rights (such as rights of privacy and publicity) of others; (p) Do, omit to do or permit to be done or omitted any act in, on or around the Premises which causes, becomes or is a nuisance or annoyance to Staples Studio, other members or their respective guests or any other person; (q) Do, omit to do or permit to be done or omitted any act which may cause any damage or injury to the Premises, Staples Studio, other members or their respective guests or any other person or that may endanger the health and safety of anyone in the Premises; (r) Overuse any office equipment provided by Staples Studio, including the printers and scanners, or unreasonably interfere with the use of such equipment by Staples Studio, other members or their respective guests or any other person, all as determined by Staples Studio, in its sole and unfettered discretion; (s) Make any representations that may suggest the Premises are your primary residence or make any applications to any government authority in respect of your business for any license in connection with the Premises; (t) Create a false identity for the purpose of misleading others; (u) Make any alterations to any part of the Premises, drive nails, tacks, screws or pins into walls, furnishings, floors or ceilings or write, draw, decorate, attach posters or disfigure any wall or ceiling surfaces; (v) Bring additional furniture or large equipment into the Premises without our prior written consent, which consent may be withheld in our sole and unfettered discretion; (w) Deposit any substance in the toilets, sinks or drains that could cause blockage or damage; (x) Receive, use or store any Hazardous Substances at the Premises and not do or permit to be done anything at the Premises or Premises. For the purposes hereof, “Hazardous Substances” means substances or materials that are generally considered hazardous to human health and includes any pollutants, liquid wastes, industrial wastes, hauled liquid wastes, toxic wastes, dangerous or hazardous wastes, materials or substances or contaminants pursuant to applicable Laws; (y) Obstruct or interfere with any accessways at the Premises, including common areas; (z) Park vehicles or permit parking of vehicles at the Premises other than in spaces designated by Staples Studio for customer parking; (aa) Do or permit to be done anything at the Premises that would result in the Staples Studio's insurance being cancelled or its insurance premiums for the Premises being increased or which would put Staples Studio in default of any of its government permits, licences, consents, or approvals for the Premises; (bb) Damage or permit to be damaged the Premises, neighbouring lands and properties, the personal property of Staples Studio, or the personal property of the employees, patrons, invitees and other persons at the Premises; and (cc) Cause any signs to be affixed or placed on the inside or outside of the Premises, other than for office users, a name plate identifying your business, to be provided by Staples Studio.

Reporting. 13 13.1 If you see anything in person or any post, comment, profile or message that you feel goes against our values or violates these Terms or any Rules, please share your concern by reporting it to the Community Manager. We have a dedicated team that reviews all reported posts, and will endeavor to keep your report anonymous, except as otherwise required by applicable Laws. To the extent permitted by law, we may disclose any content or electronic communication of any kind (including your profile, e-mail address and other information): (a) to satisfy any law, regulation or government request; (b) if the disclosure is necessary or appropriate to operate the site; or (c) to protect the rights or property of Staples Studio, its affiliates, members or any of their respective guests.

Feedback. 14 14.1 Staples Studio purposefully curates a feedback rich and feedback safe environment for all of our members. We are building a community that fosters collaboration and innovative ideas. If you have any questions, comments or suggestions, we encourage you to contact us at studio@staples.ca.

Facilities. 15 15.1 Regular maintenance of the Premises will be provided by Staples Studio, which maintenance includes regular professional cleaning, garbage removal and recycling, heat and air-conditioning during Regular Business Hours and any further maintenance as reasonably required. Due to the design of various Staples Studio locations, temperatures within the Staples Studio may fluctuate. We make no representations, warranties or guarantees regarding the maintenance of any particular temperature within the Staples Studio.

Reserved Rights. 16 16.1 Staples Studio is entitled to access your Licensed Area, with or without notice, in connection with its provision of the Services, for safety, sanitization or emergency purposes, and for any other purposes. We shall also be entitled to relocate furniture and alter your Licensed Area, provided that we do not substantially decrease the square footage of your space as a result of such relocation or alteration. We may also modify or reduce the Services provided to you pursuant to your Studio Membership, at any time. Services may be provided by Staples Studio, its affiliate or a third party. Staples Studio shall have the right at any time during the Membership Term, on seven (7) days' prior written notice to you, to relocate your Licensed Area to other space within the Premises. Such notice shall specify the relocation space and the relocation date by which you must be in the relocation space and have vacated the original Licensed Area.

Access. 17 17.1 All scan cards (“Scan Cards”) are the property of Staples Studio and must not be duplicated by you for any reason. You shall not lend, share or transfer Scan Cards to any third party. A fee of $25.00 will be charged for the replacement of any lost Scan Card. At Staples Studio’s discretion, upon request, you and your guests may be required to provide valid government issued identification in order to access the Premises.

Guests. 18 18.1 Staples Studio allows non-member visitors for all members. You are required to have all guests check in with Staples Studio staff prior to their use of the Services, Licensed Area or Premises, and guests may be required to purchase a Day Pass or other Studio Membership if their use of the Services, Licensed Area or Premises exceeds 2 hours. Unless explicitly stated otherwise, all provisions under these Terms and the Rules shall also apply to your guests and you will cause your guests to comply with these Terms and the Rules. Any breach of these Terms or the Rules by your guests shall be deemed a breach by you.

Mail. 19 19.1 Provided you are not a Day Pass member, you may elect to receive mail and packages at one of our locations. If you have done so, we will accept deliveries on your behalf, but not for guests, during our Regular Business Hours and on regular business days. All mail, packages and deliveries of any kind received for guests, Day Pass members or expired members will be refused at the time of delivery, returned to sender or disposed of by Staples Studio in its sole discretion upon receipt.

19.2 Any letter-mail that is not picked up within 90 days following delivery will be sent by Staples Studio to your address on file via courier. Any packages that are larger than letter-mail that are not picked up within 7 days following delivery will be sent to your address on file via courier. You will be charged for the cost of shipping and a $5 administration fee for any mail that is forwarded to you, which will be added to your next invoice. You must maintain an accurate, current address on file with Staples Studio at all times. You may change or update your address at any time through the Members Portal or by contacting your Community Leader. Staples Studio disclaims any liability for packages sent to an incorrect or out of date address or for any mail that is lost or stolen in transit or upon delivery to you.

19.3 You are required to notify us of any expected deliveries that are larger than letter-mail size. Staples Studio will not accept any packages that are larger than 48” x 48”. We will not receive or forward any packages that contain Hazardous Substances, including flammable or combustible items, or illegal goods or materials. We reserve the right to refuse any deliveries in our sole discretion.

19.4 Upon the expiration or earlier termination of your Studio Membership, you will have 7 days to pick up any mail from the Staples Studio. Any mail that remains after 7 days will be sent to you via courier. You will be charged for the cost of shipping and a $5 administration fee which will be billed to the method of payment on file. Staples Studio is not required to accept any mail following the date of terminationof your Studio Membership.

19.5 Staples Studio expressly disclaims any liability for any lost or stolen deliveries. All deliveries remain at your risk until picked up by you. Network, Internet and IT Infrastructure.
20 20.1 You are entitled to access and use our shared internet connection. The wireless networks are shared infrastructure, and network abuse may result in a reduction in bandwidth for all members. Any repeated abuse may result in the termination of your Studio Membership.

20.2 The Staples Studio Wi-Fi limits direct access between two systems on the wireless network (peer-to-peer). Staples Studio makes no representations or warranties about the security of any its networks and you agree to use the same at its own risk and peril. You acknowledge your responsibility to secure your personal computers and devices with the necessary software security and anti-malware programs.

Insurance. 21 21.1 Your personal property and equipment is your responsibility. As a member or user of the Services, you are responsible for maintaining personal property and liability insurance to cover property loss or damage to your property and equipment while using the Services. Staples Studio will not insure any property or equipment that you bring into or onto the Premises. Any and all property and equipment brought into or onto the Premises is at your sole risk and you should maintain your own insurance for these items.

21.2 If the Licensed Area is a dedicated office, you will at your own expense obtain before the commencement of the Term and to maintain throughout the Term: commercial general liability insurance with a limit of no less than Five Million Dollars ($5,000,000) covering tenants legal liability, third party bodily injury (including death), personal injury, and property damage or loss that occurs at the Premises in connection with your occupancy and use of and operations at the Premises; all risks property insurance covering loss of or damage to your personal property at the Premises from any reason; business interruption insurance; and such other insurance as reasonably required by Staples Studio. All such insurance will include Staples Studio and its mortgagees as additional insureds as their interests may appear, and contain cross-liability, severability, and waiver of subrogation clauses. You will provide evidence of such insurance to Staples Studio prior to the commencement of the Term and upon request by Staples Studio from time to time during the Membership Term.

Confidentiality. 22 22.1 You acknowledge and agree that during your participation in and use of the Services you may be exposed to Confidential Information. “Confidential Information” means all information, in whole or in part, that is disclosed by Staples Studio or our affiliates or any member or user of the Services or any officer, director, employee, affiliate, guest, invitee, client, customer or agent thereof (the “Disclosing Party”), which is nonpublic, confidential or proprietary in nature, including, without limitation, information about business, sales, operations, know-how, trade secrets, technology, products, employees, customers, contractors, marketing plans, financial information, services, business affairs, knowledge gained through examination or observation of or access to the facilities, computer systems, books and records, analyses, compilations, studies and any information or documents otherwise derived in any manner from any of the foregoing, and any information that you are obligated to keep confidential or know or have reason to know should be treated as confidential.

22.2 Your participation in and use of the Services, Licensed Area and Premises obligates you to: (a) maintain all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third parties; and (c) not use the Confidential Information in any way directly or indirectly detrimental to the Disclosing Party.

22.3 All Confidential Information remains the sole and exclusive property of the Disclosing Party. You acknowledge and agree that nothing in these Terms nor your participation in or use of the Services, Licensed Area or Premises will be construed as granting any rights to you, by licence or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of Staples Studio, our affiliates, other members or their respective guests or any other person.

Intellectual Property. 23 23.1 You shall not directly or indirectly collect, copy or use any documents, information or intellectual property belonging to Staples Studio, our affiliates, other members or their respective guests or any other person, including, without limitation, personal names, likenesses, voices, business names, trademarks, service marks, logos or other identifiers or modified or altered versions of the same, without the authorization or consent of the other party.

Disclaimer. 24 24.1 To the maximum extent permitted by applicable Laws, we provide the Services, the Licensed Area and the Premises on an “as is, where is” basis and with all faults, and hereby disclaim with respect to the Services, the Licensed Area and the Premises all express and implied warranties, representations, duties and conditions of any nature or kind whatsoever, whether made by Staples Studio or arising at law, by statute or in equity or otherwise, including, but not limited to, warranties, representations, duties or conditions of or related to any of: merchantability, fitness, condition, temperature, quality, suitability for any particular purpose, physical characteristics, use, accuracy, currency or completeness of information, documentation, responses, results or efforts or lack of negligence. In addition, there is no warranty, representation, duty or condition of title, quiet enjoyment or quiet possession, correspondence to description or non-infringement. The entire risk arising from your participation in and use of any of the Services, Licensed Area and Premises remains with you.

Security. 25 25.1 Staples Studio does not make any warranties or guarantees about security. It is your and your guests’ responsibility to secure your own personal computers or devices with the necessary software security and anti-malware programs. In order to utilize the Services provided by Staples Studio, it may be necessary to install or run software on your computer or other equipment. In addition, from time to time, Staples Studio may troubleshoot problems you may have accessing certain Services such as printing or Wi-Fi. You agree that Staples Studio and its representatives are not responsible for any damage to you or your guests’ computer or other equipment related to such technical support or downloading and installation of any software. Staples Studio and its affiliates do not assume any liability or warranty in the event that any manufacturer warranties are voided and we do not offer any verbal or written warranty, either express or implied, regarding the success of any technical support.

Release. 26 26.1 To the maximum extent permitted by applicable Laws, you, on your own behalf and on behalf of your guests, waive any and all claims, actions and rights against the Released Parties resulting from bodily injury or death or loss, damage or destruction to or theft of property.

26.2 The Released Parties shall not be liable or responsible for any bodily injury or death or loss, damage or destruction to or theft of property, including, without limitation, as a result of any or all of the following: (a) any occurrence at the Premises or the Licensed Area; (b) your or your guests’ use of the Services or use or occupation of the Licensed Area, Premises or any part thereof; (c) any breach, violation or non-performance by you or your guests of any of your covenants, agreements or representations set out in these Terms or in the Rules; (d) any breach, violation or non-performance by any other member or its guests of any of its covenants, agreements or representations set out in these Terms or in the Rules; (e) any act or omission by you or your guests; (f) any act or omission by any other member or guests; (g) the condition of the Premises or the Licensed Area or any part thereof; (h) any fire, explosion, falling plaster, smoke, water, heat, cold, steam, gas, electricity, ice, rain or snow on any part of the Premises or from the pipes, plumbing works or building systems or caused by or attributable to the condition or arrangement of any building systems, including any leaks from any part of the Premises or pipes; (i) any loss or damage to any of your or your guests’ property, including loss of use thereof; (j) any loss or damage by reason of the condition of or any interruption or failure in any utility or other service; (k) any loss or damage by reason of any interruption to the Services or lack of access to the Licensed Area or Premises; or (l) negligence, gross negligence, wilful act or omission, breach of contract or breach of any statutory, regulatory or other duty of care of the Released Parties.

Limitation of Liability. 27 27.1 To the maximum extent permitted by applicable Laws, the aggregate liability of the Released Parties to you and your guests for any reason and for all claims and causes of action, whether in contract, tort, breach of statutory duty or other legal or equitable theory, will not exceed the total amount paid by you under your Studio Membership plan and these Terms to Staples Studio in the six (6) month period prior to the potential claim or cause of action arising. This shall be your sole and exclusive remedy for all claims and causes of action that you may have against Staples Studio. For example, if the total amount paid by you to Staples Studio in such six (6) month period is $500.00, the aggregate liability of Staples to you and your guests shall not exceed $500.00. IN NO EVENT ANY OF THE RELEASED PARTIES BE RESPONSIBLE UNDER ANY PROVISION OF THESE TERMS OR OTHERWISE WITH RESPECT ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, ANTICIPATED OR LOST PROFITS, LOSS OF TIME, BUSINESS INTERRUPTION OR OTHER SIMILAR LOSSES OF ANY KIND INCURRED BY THE OTHER PARTY IN CONNECTION WITH STAPLES STUDIO’S PERFORMANCE OR NON-PERFORMANCE UNDER THESE TERMS.

Indemnity. 28 28.1 You release, and hereby agree to indemnify, defend and save harmless the Released Parties from and against, and agree to reimburse the Released Parties for, any and all claims, actions, liabilities, losses, damages, costs, expenses, judgments, fines and penalties based upon or arising out of any of the following: (a) your or your guests’ actions, errors, omissions, misconduct or fraud in connection with your participation in or use of the Services, Licensed Area or Premises; (b) any breach, violation or non-performance by you or your guests’ of any of your covenants, agreements or representations set out in these Terms or in the Rules; and (c) any loss, personal injury, illness or damage to your or your guests’ property or to yourself or your guest, including death, incurred or suffered by you or your guests in or about the Licensed Area and Premises, even if such loss, personal injury, illness, damage or death arises by reason of the negligence, gross negligence, willful act or omission, breach of contract or breach of any statutory, regulatory or other duty of care of the Released Parties. You further agree that in the event that you bring a claim, lawsuit or proceeding in violation of these Terms, you shall be liable for any lawyers’ fees and costs on a solicitor and own client basis incurred by any of the Released Parties in connection with the defense of such claim, lawsuit or proceeding.

Repairs. 29 29.1 You may be held liable, and do hereby authorize us to charge you, for the repair cost of all damage to the Licensed Area, Premises and items therein which have been caused by or are attributable to you or your guests.

Other Members. 30 30.1 We do not control and are not responsible for the actions of other individuals using the Services. If a dispute arises between you, other members or guests, we shall have no responsibility or obligation to participate, mediate or indemnify any party.

Cooperation. 31 31.1 From time to time, we may investigate any actual, alleged or potential violations of these Terms and the Rules. You agree to cooperate fully in any of these inquiries. You waive any and all claims, actions and rights against the Released Parties, and agree to hold them harmless, in connection with any claims relating to any action taken by us as part of our investigation.

Governing Law. 32 32.1 These Terms will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. You irrevocably attorn and submit to the non-exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waive objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

Entire Agreement. 33 33.1 The terms of your Studio Membership plan and these Terms constitute the entire agreement between the parties with respect your Studio Membership, the Services, Licensed Area and Premises, superseding all other written or oral agreements, whether express or implied.

Relationship of the Parties. 34 34.1 You are not an employee of Staples Studio and your Studio Membership and use of any of the Services, the Licensed Area or the Premises do not constitute an employer-employee, joint venture or agency relationship. These Terms in no way will be construed so as to grant you any title, interest, lease, easement, lien, possession or related rights in our or our affiliates’ businesses, the Services, the Premises or anything contained in or on the Premises. These Terms create no tenancy interest, leasehold estate or other real property or possessory interest in the Premises whatsoever. Neither party shall misrepresent our relationship.

Personal Information. 35 35.1 We will collect, use and disclose personal information in compliance with all applicable Laws, including applicable provincial and federal personal information protection legislation. We reserve the right at all times to disclose any information about you, your participation in and use of the Services as we deem necessary to satisfy any applicable Laws, regulations, legal processes or governmental requests. By utilizing the Services, the Licensed Area, or the Premises, you are deemed to consent to our privacy policy set out at https://help.staples.ca/hc/en-us/articles/360026210051-Privacy#:~:text=At%20Staples%20we%20take%20the,importance%20of%20keeping%20it%20confidential as the same may be amended from time to time.

Waiver. 36 36.1 No waiver of any of the provisions of these Terms by Staples Studio will constitute a waiver of any other provision (whether or not similar). No waiver by us will be binding unless executed in writing. A failure or delay by us in exercising any right under these Terms will not operate as a waiver of that right.

Subordination. 37 37.1 These Terms are automatically subject and subordinate to any lease agreement to which Staples Studio or an affiliate may be a party, and to any other agreements or supplemental documentation to which such lease might be subject or subordinate.

Severability. 38 38.1 If any provision of these Terms is determined to be illegal, invalid or unenforceable at law or by an arbitrator or any court of competent jurisdiction, that provision will be deemed severed from these Terms and the remaining provisions will remain in full force and effect.

Survival. 39 39.1 Sections 5.1, 8.5, 9.1, 10.2, 22.1, 22.2. 22.3, 23.1, 24.1, 25.1, 26.1, 26.2, 27.1, 28.1 and 29.1 and all other provisions of these Terms reasonably expected to survive the termination or expiration of your Studio Membership will do so.

Notices. 40 40.1 Any and all notices under these Terms shall be given by email and will be effective on the first business day after being sent. All notices will be sent via email to the email address(es) provided in the registration of your Studio Membership.

No Assignment. 41 41.1 You acknowledge and agree that all of the rights granted to you by Staples Studio are personal and contractual in nature and may not be transferred or assigned (including by operation of law) by you. Staples Studio may assign or transfer your Studio Membership, these Terms and any rights and obligations in respect thereof and hereof at any time and without your consent. Upon such transfer or assignment by us, Staples Studio shall be released from all liability in respect of the Studio Membership and these Terms and the member shall look solely to Staples Studio’s successor in interest. These Terms shall be binding upon Staples Studio, its successors and assigns and you and your heirs, representatives, executors, administrators, successors and permitted assigns and shall be enure to the benefit of Staples Studio, its successors and assigns and you.

Time of Essence. 42 42.1 Time is of the essence in these Terms.

Interpretation. 43 43.1 The division of these Terms into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of these Terms. In these Terms, the singular includes the plural and vice versa and reference to any gender includes all genders where the context or the person referred to so requires.

No Third Party Beneficiaries. 44 44.1 These Terms shall not confer any rights or remedies upon any person other than the parties and their respective successors and permitted assigns.

Electronic Transmission & Signature. 45 45.1 These Terms may be validly transmitted by electronic means. The electronic signature of a party hereto shall be valid and binding with the same effect as an original signature endorsed hereon.