Alliance Virtual Offices

Partner Agreement

Effective upon executed Partner Service Order Form (“Effective Date”), you or the organization you represent (“Company”) agree with Alliance Virtual Officing Corporation d/b/a Alliance Virtual Offices (“Alliance”) that you have read, understood and accepted all the terms and conditions set forth below and that Company agrees to be legally bound by them as of the Effective Date.  

This agreement includes the terms set forth in any applicable Exhibits and/or Partner Service Order Form that reference this agreement.  

1. Eligibility
   The Company understands and agrees that, pursuant to the terms of this Agreement, it will provide certain mail, conference room, administrative, and other office and virtual office services (collectively, the “Services”) at its location(s) for certain clients of Alliance (“Clients”). The Company agrees that all locations owned, operated, or managed by the Company will become partner locations (the “Location(s)”) in the Alliance Network, so long as they meet “House Rules” standards. Upon request, information regarding each Location shall be provided to Alliance in a timely manner, and subject to the foregoing, all Locations acquired or operated by the Company will become Company locations covered by all elements of this Agreement. 
2. Terms and Conditions
   Alliance reserves the right to modify the terms and conditions of this Agreement and the Partner Service Order Form at any time in its sole discretion, so please review this page periodically. The effective date of this agreement is set forth in the Partner Service Order Form, and if Alliance updates or changes the terms, we will post a new version here with the date on which all changes become effective. Your continued provision of the Services after any change to these terms constitutes Your agreement to those new or changed terms. 
3. Alliance Agrees to:
   1. Pay the Company monthly for the Services ordered via electronic transmission by Alliance or Clients at the fixed rate as stated in the Partner Service Order Form which is incorporated herein and in accordance with Section C.3.  
   2. Pay the Company monthly for physical space rental or related Services ordered via electronic transmission by Alliance or Clients at the rates stated in Partner Service Order Form and in accordance with Section C.3.
   3. Pay the Company for Clients whose payments are successfully charged and invoiced to Alliance by Company. Alliance will process payments to Company under “Net 30” terms. 
   4. Provide the Company with the required governmental documentation for compliance purposes. Company shall comply with all governmental regulations regarding such documentation.  
   5. List Company’s address and Location information on Alliance’s affiliated website (s) and/or in other selected Alliance marketing materials at no charge.  
   6. Provide the Company, for each contracted Client, with the appropriate Client setup information, including but not limited to mail forwarding instructions, start date, compliance documentation and term.
4. Company Agrees to:
   1. Invoice Alliance for services rendered per the margin percentage (hereinafter referred to as the “Revenue Share”) as outlined in the Partner Service Order Form of this Agreement. In the event an invoice is not provided by Company to Alliance within 3 months of services rendered date, Alliance may consider said invoice as forfeited by the Company and invalid in Alliance’s sole discretion.  
   2. Provide a monthly mailing address, mail forwarding, conference room rental, desk rental, private office rental or related Services ordered for Alliance per the revenue share as outlined in the Partner Service Order Form.  
   3. Forward mail for Clients at a cost of no more than 20% greater than the cost of postage and supplies. Mail Forwarding services will be performed by the Company in accordance with the rates, method, and forwarding frequency outlined in the Partner Center Profile (formerly known as Exhibit A).
   4. Not charge Alliance setup fees and/or deposits for the establishment of the Services for the Client.  
   5. Not charge late fees in excess of $20 per month and will only apply for payments received beyond “net 30” terms.  
   6. Obtain written permission from Alliance before allowing customer charges to exceed $200 for any Client in any given month.  
   7. Be invoiced by Alliance for services rendered as outlined in the Partner Service Order Form, including meeting rooms, virtual offices, coworking and other services in the event that a Client purchases any virtual office, meeting room, or coworking products directly with Company.  
   8. Allow Alliance to cancel any or all Services for any Client upon written notice if Client defaults on payment or terminates Client’s contract with Alliance. At the request of Alliance, the Company shall cease the Services to the Client and cease invoicing Alliance. Alliance shall pay the Company for such Service(s) on a pro-rata basis up to the date of cancellation.
   9. Acknowledge that this is the main Agreement between the Company and Alliance. The terms defined in this Agreement shall override any terms defined in any other agreement between Alliance and the Company.  
   10. Pay a referral fee to Alliance for office referrals provided by Alliance that result in an executed office lease or service agreement. The referral fee amount is ten percent (10%) of the base annual office service agreement (and/or any renewals thereof, up to a maximum of 12 full months) for all office service agreements executed by the Company. In addition, a referral fee will be paid by the Company on any and all expansion offices taken by the referred client as a result of the initially signed office service agreement during the initial 12-month period.  
   11. Provide Alliance with 90 days written notice in the event a Location is pending closure, must pause or modify services, or any other Company-wide change that may impact or affect Alliance, the Client, or the Services. Notwithstanding the foregoing, the Company also agrees to notify Alliance in the event of any Company staff member changes, point of contact changes, as well as any changes related to Company ownership. In the event that the Company does not provide Alliance with 90 days written notice before the cessation of services, the Company will be subject to a termination penalty equal to 3 months of service revenue due to the Company, payable immediately to Alliance.
   12. Acknowledge that Alliance will offer phone and live receptionist products to Alliance’s Clients. Such products will be offered directly by Alliance.  
   13. Acknowledge that temporary promotions requested by Company and offered on Alliance’s website are at the sole discretion of the Company and it is the Company’s responsibility to contact Alliance to modify or remove promotions. Any promotion which is still active on the website during a Client’s purchase will be expected to be honored for said instance, unless promotion modification or deactivation notice was provided by the Company two business days prior to Client purchase date.
   14. Acknowledge that any Client previously serviced under this Agreement and whose account has been terminated remains the proprietary Client of Alliance for a period of twelve (12) months following the termination date. During this period, if such a Client contacts the Company to reactivate or renew services, the Company shall redirect the Client to Alliance for handling and shall not independently reestablish service without prior written consent from Alliance.  
   15. Adopt and utilize any technology tools or platforms provided or required by Alliance, now or in the future, as part of delivering Services to Clients. 
5. Price
   The prices for the Location(s) and Services are set by this Agreement as outlined in the Partner Center Profile. The Company may modify the pricing for the Location(s) and Services upon 30 days written notice to Alliance. Price modifications are subject to existing Client contract expiration. Reservations made prior to the publication of such changes shall be honored by the Company for 90 days with respect to Alliance Clients.
   
   The Company agrees to provide Alliance with pricing for its services that is the same as or better than any publicly available retail price offered by the Company, whether directly or through any other sales channel. The Company shall promptly notify Alliance of any changes to its pricing and shall ensure that the pricing displayed through Alliance remains consistent with or lower than prices publicly advertised or offered by the Company through all channels. The Company further agrees not to offer lower prices or more favorable terms to any third party in a manner that would result in higher or less favorable pricing for Alliance. 
6. Wholesale Fees
   For each Client who receives the Services from Company at Company’s Location(s), the Company shall receive the revenue share as outlined in the Partner Service Order Form of the total amount charged to and collected from the Client for such Services.  The Company will be paid the service on a monthly basis. For each Client who receives meeting room or day office Services from Company at Company’s Location(s), the Company shall receive the revenue share as outlined in the Partner Service Order Form of the total amount charged to and collected from the Client for such Services. Company shall promptly notify Alliance of any additional services provided to the Client immediately after the Client meeting.
7. Restrictions
   Without the consent of the other party neither party shall use the name of the other or imply in any way that their partnership extends past the bounds of this Agreement without prior written consent. 
8. Waiver of Damages
   Company has the right to require Alliance Clients to sign a damage waiver before using the Company’s Location(s). Company understands and agrees that Alliance is not responsible or liable for and Company waives any and all claims it may have against Alliance arising out of related to the actions or inactions of the Client(s). It shall be the duty of the Company to collect directly from the Client(s) any damages that occur during or resulting from the Client’s use of the Company’s Location(s).
9. Liability and Waiver of Consequential Damages
   Neither Alliance nor the Company shall assume any liability to each other with respect to any issue arising from or relating to any other relationship between the Company and Alliance beyond the relationship defined in this Agreement. The Company and Alliance waive any and all claims against each other for consequential damages arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party’s termination in accordance with this Section J or applicable law. 
10. Suspension of Listing
    In the event that the Company does not meet Alliance’s service quality expectations (See “House Rules”), Alliance at its sole discretion may elect to remove Company’s Location(s) listing from its website.  
      
    Company acknowledges that it is Alliance’s sole discretion to make a reasonable effort to notify the Company about being out of compliance with House Rules or about any other service disruption before removing the Company’s Location(s) from its website. Company acknowledges that its Location removal does not constitute dissolvement of Agreement. Reactivation of a Company’s location is subject to House Rules compliance and/or through any service disruptions being rectified. 
11. Termination of Partnership
    Upon written notice, either party may request to cease the onboarding of new clients. However, if Company wishes to terminate the Agreement in its entirety, including the servicing of existing clients, a minimum of One Hundred and Eighty (180) days’ prior written notice is required. Additionally, Alliance reserves the right to review, renegotiate, or terminate this Agreement upon a change of ownership or sale of Company.  
     
    Either party may terminate this Agreement immediately upon written notice in the event of a material breach by the other party, provided that such breach remains uncured for a period of thirty (30) days from the date of delivery of written notice thereof to the breaching party.  
     
    Termination of this Agreement does not relieve the Company of obligations as outlined in section “L” below. 
12. Definition of Alliance’s Client Rights and Ownership
    Company acknowledges that all Clients serviced by Company through Alliance are proprietary to Alliance; and that Company is a sub-contractor of Alliance and is providing the Services to Alliance’s Clients as stated above. In the event that Company sells or otherwise disposes of a Location or the Company, including a winding down or closure of the Location or the winding down or sale of Company’s assets, Company shall not imply or directly state that Alliance’s Clients can be sold or transferred to the acquiring company without Alliance’s prior written consent, and that any such transfer will be considered a tortious interference of the contract(s) between Alliance and its Client(s). However, Company may imply and state that Alliance is a client of Company and that this Agreement, in whole, may be transferred to the acquiring party with Alliance’s prior written consent; such consent not to be unreasonably withheld.  
     
    In the event of a sale, merger, or transfer of ownership of Company, the acquiring party shall be required to assume all obligations, terms, and conditions of this Agreement with Alliance. The Company must provide written evidence of such assumption to Alliance no later than 90 days prior to the completion of the sale.  
13. Arbitration
    Any controversy or claim arising out of or relation to this agreement or the breach hereof shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. 
14. Taxes
    In addition to any other payments due under this Agreement, the Company agrees to pay, and to indemnify and hold Alliance harmless from, any sales, use excise, import or export, value added, or similar tax or duty not based on Alliance’s net income, including any penalties and interest, as well as any costs associated with the collection or withholding thereof; and all governmental permit fees, license fees customs and similar fees levied upon delivery by Alliance. 
15. Indemnification
    Upon demand by Alliance, Company will defend, indemnify and hold harmless Alliance and its affiliates, directors, officers, employees, proprietors, independent contractors, consultants, partners, shareholders, representatives, customers, agents, predecessors, successors, and permitted assigns from and against any claim, suit, demand, loss, damage, expense (including reasonable attorneys' fees and costs) or liability that may result from, arise out of or relate to: (a) acts or omissions by Company arising out of or in connection with this Agreement; (b) intentional or negligent violations by Company of any applicable laws or governmental regulation, (c) contractual relations between Company and a third party; or (d) infringement of intellectual property rights including, but not limited to, rights relating to patent and copyright.
16. Choice of Law
    The performance and interpretation of this Agreement shall be governed in accordance with the laws of the State of Nevada. Any litigation or arbitration arising out of or in connection with this Agreement shall be conducted in Clark County, Nevada. 
17. Force Majeure
    Neither party hereto shall not be considered in default in performance of its obligations hereunder if performance of such obligations is prevented or delayed by acts of God or government, epidemics or pandemics, labor disputes, failure or delay of third parties, or any other similar or other cause or causes beyond the reasonable control of the party claiming a force majeure impact. Time of performance of such party’s obligations hereunder shall be extended by the time period reasonably necessary to overcome the effects of such force majeure occurrences.  
18. Entire Agreement
    The Agreement constitutes the entire agreement of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, undertakings or negotiations, whether oral or written. No provisions of the Agreement shall be changed or modified, nor shall the Agreement be discharged, in whole or in part, except by an agreement in writing signed by the party against whom the change, modification or discharge is claimed or sought to be enforced. No waiver of any of the conditions or provisions of the Agreement or of any of the rights of either party hereunder shall be effective or binding unless such a waiver shall be in writing and signed by the party claimed to have given, consented to or suffered the waiver.  
19. Interpretation
    It is the parties’ mutual intention that the terms and conditions of the Agreement be enforced to the fullest extent permitted. The parties further intend that, if any provisions of the Agreement be deemed unenforceable or void, then such void or unenforceable provisions shall be enforced to the fullest extent permitted by applicable laws in effect from time to time. In other words, if any section of the Agreement is in conflict with any laws and such laws are subsequently amended or repealed such that such conflicting provisions of the Agreement become fully enforceable, then such Agreement provisions shall be enforced to the fullest extent permitted by applicable laws then in effect.  
20. Third Party Beneficiaries
    Subject to each party’s indemnification obligations, the parties agree that (i) this Agreement shall not be construed, in whole or in part, to give rise to any rights, claims, or benefits to any person, firm, or entity other than the signatories to this Agreement, and (ii) there are no third party beneficiaries to this Agreement and no terms or provisions of this Agreement may be enforced by or for the benefit of any person or party not a signatory to this Agreement. 
21. Assignment
    Company shall not assign or transfer its interest in the Agreement or Services or delegate its obligations thereunder, as a whole or in the aggregate, without the prior written approval of Alliance, which may be withheld in Alliance’s sole and absolute discretion. Any purported assignment or transfer without such prior approval shall be null and void. Alliance may, at any time and for any reason, assign or transfer its interest in the Agreement or Services upon reasonable notice to the Company. 
22. Legal Fees
    In the event of any action or proceeding at law or in equity between Alliance and Company to enforce or interpret any provision of the Agreement or arising out of or related to the Services or Location(s), the unsuccessful party to such action or proceeding shall pay to the prevailing party all costs and expenses, including without limitation reasonable legal fees and expenses (including, without limitation, fees, costs and expenses of experts and consultants), incurred in connection with such action or proceeding and in any appeal in connection therewith. If such prevailing party obtains a judgment in any such action, proceeding or appeal, such costs, expenses, and legal fees shall be included in and as a part of such judgment. 
23. Notices
    All notices and other communications under this Agreement have binding legal effect only in writing and addressed to a Party as follows:  
    
    If to Company:
    As set out on the Partner Service Order Form
    
    If to Alliance:
    2831 St. Rose Pkwy, Ste 200
    Henderson, NV 89052
    Email: centers@alliancevirtualoffices.com