Membership

MEMBERSHIP: TERMS AND CONDITIONS

1. SERVICE
   
   1. Services. Subject to the terms and conditions of the Membership Agreement, any other schedules to this Membership Agreement or additions or supplements or any other policies we make available to you from time to time during the Term in accordance with the terms of this Membership Agreement, Pavilion will provide you and your Members, as applicable, the services described below (collectively the “Services”):
      1. Non-exclusive access to the Membership Centre:
      2. Regular maintenance and general upkeep of the Membership Centre;
      3. Non-exclusive use of furnishings included in the Membership Centre;
      4. Use of the printers, photocopiers and scanners available for general use at the Membership Centre;
      5. Use of the meeting rooms in the Membership Centre, in each case subject to availability, usage fees or credits, and to your prior reservation of such meeting rooms (the “Meeting Rooms”);
      6. If made available by us in the Membership Centre, use of bistro and patio located within the Membership Centre (the “Bistro” and the “Patio” respectively);
      7. Acceptance of mail and deliveries on behalf of your business during Regular Business Hours on Regular Business Days, and hold them for a maximum of thirty (30) days or the last day of the Term, whichever occurs first,  ; provided that we are not liable for any mail or packages received without a Pavilion employee’s signature indicating acceptance;
      8. Access to and use of the shared Pavilion Wireless Network; and
      9. Opportunities to participate in members-only events, benefits and promotions.
2. FEES AND PAYMENT TERMS
   
   1. Fees and Payment. Upon acceptance of the Membership Agreement, you hereby agree to pay the fees set out in Section 1.5(f) of the Basic Terms, together with such other administrative fees set out in this Membership Agreement, as may be established or amended from time to time under this Membership Agreement (collectively, “Fees”) plus applicable taxes.
   2. Pre-Authorized Debit
      
      1. You hereby authorize Pavilion, its payment processor, and the financial institution designated by you in a separate PAD authorization form to be completed by you concurrently with the Membership Agreement to charge your designated credit card or draw down upon your designated bank account, by paper or electronic entry, on the due date for payment, for monthly regular recurring payments of Fees and one-time payments of Fees, from time to time, for all Fees and charges, plus applicable taxes, arising under this Membership Agreement during the Term. You hereby waive your right to receive pre-notification of the amount of each pre-authorized debit (“PAD”) and agree that you do not require advance notice of the amount of PADs before the debit is processed. This PAD authorization will remain in effect until Pavilion has received written notification from you of its change or termination.
      2. Pavilion may assign this PAD authorization in any manner, for any reason and at any time, whether directly or indirectly, by operation of law, change of control or otherwise, upon 10 days prior written notice to you. You have certain recourse rights if any debit does not comply with this PAD agreement. To obtain more information on your right to cancel this PAD agreement or on your recourse rights, you may contact your financial institution or visit www.cdnpay.ca.
   3. Deposit. The Deposit is held by Pavilion as a retainer for the performance of all your obligations under this Membership Agreement. In the event you owe us any other Fees, you must pay them separately. Notwithstanding the foregoing, we are authorized to apply the Deposit against any Fees or other amounts due and owing hereunder, and you shall continue to be liable to us for any balance of Fees or any other amounts owing to us hereunder after application of the Deposit. No interest shall be paid on any deposit monies.
      
      Subject to the complete and total satisfaction of your obligations under this Membership Agreement, we will return the Deposit, or any balance after deducting outstanding Fees and other costs due to us, to you by bank transfer or other method that we determine in our sole and absolute discretion within thirty (30) days of:
      
      1. the termination or expiration of this Membership Agreement; and
      2. the date on which you provide to us all account information necessary for us to make such payment; and
      3. your complete performance of all your obligations under this Membership Agreement, including any obligations applicable following termination or expiration of this Membership Agreement.‍
   4. Payments Due Upon Signing. Upon acceptance of the Membership Agreement, you will be obligated to deliver to us the Deposit in the amount(s) set forth in Section 1.5(f)(i) of the Basic Terms and the Set Up Fees set forth in Section 1.5(f)(ii) of the Basic Terms.‍
   5. Membership Fee. During the Term of this Membership Agreement, your monthly membership fee in the amount(s) set forth in Section 1.5(f)(iii) of the Basic Terms will be due monthly and in advance as of the first (1st) day of each month. The Monthly Membership Fee described in Section 1.5(f) of the Basic Terms covers the Services for only the number of Member Users described in Section 1.5(d) of the Basic Terms.
      
      On each yearly anniversary of the Start Date and notwithstanding the amount of the Monthly Membership Fee described in Section 1.5(f)(iii) of the Basic Terms, the Monthly Membership Fee will be subject to an automatic increase equal to the greater of the current list price for comparable Services or a five percent (5%) increase of the previous year’s Monthly Membership Fee.
      
      Upon any renewal or continuation of this Membership Agreement, whether automatic or otherwise, Pavilion reserves the right to adjust the Monthly Membership Fee to its then-current list price for comparable Services. Any discounts, promotions, or negotiated rates applicable to the prior Term will not automatically carry forward unless expressly renewed in writing by Pavilion.
      
      Both during and after the Term, in addition to the adjustment to the Monthly Membership Fee described in the preceding paragraph, you authorize us to adjust your Monthly Membership Fee for calculation errors (including reconciling errors in previous months’ billings) or changes in taxes.‍
   6. Invoicing. Pavilion will provide invoices and other billing-related documents, information and notices to the Billing Contact described in the Basic Terms. Change of the Billing Contact will require notice from the Designated Signatory in accordance with this Membership Agreement.‍
   7. Credits and Additional Credits. Each month, you will receive a prescribed number of credits for Meeting Room use and a prescribed number of credits for colour and black and white copies and printouts, in the amounts specified in the Credits and Additional Credit Fees Addendum (collectively the “Credits”). These allowances of Credits expire at the end of the month and may not be carried forward. If these allocated amounts are exceeded, you will be responsible for paying fees (the “Additional Credit Fees”) to purchase additional Credits (the “Additional Credits”), plus applicable sales taxes (including GST/HST and other similar taxes). All Additional Credit Fees are subject to increase from time to time in our sole and absolute discretion. Reservations of Meeting Rooms and changes to the number of Additional Credits purchased can be made at any time, subject to availability and to any cancellation fees described herein, through the Yardi App or Website, available for free download through the Apple App Store or Google Play Store. We reserve the right to charge cancellation fees in amounts determined by us in our sole and absolute discretion from time to time for any unused reservations of Meeting Rooms or unused Additional Credits (the “Cancellation Fees”).‍
   8. Application of Outstanding Fees. When we receive funds from you, we will first apply funds to any balances which are in arrears and to the earliest month due first. Once past balances are satisfied, any remaining portion of the funds will be applied to current fees due. If any payment remains outstanding after we provide notice to you, we may withhold Services or terminate this Membership Agreement in accordance with the terms hereof.‍
   9. No Refunds. Except as specifically described in this Membership Agreement, there will be no refunds of any Fees or other amounts paid by you or your Member Users in connection with the Services.‍
   10. Administration and other Fees. In addition to and not in substitution for any other amounts payable as described in this Article 2, the following shall apply:
       
       1. Upon payment default we may declare the whole or any part of the balance of the Fees then due and owing, together with Monthly Membership Fees for the duration of the Term, to be immediately due and payable.
       2. Any amounts owing hereunder which are not paid in full within 30 days of their due date will be subject to a late payment charge of 2% of the unpaid amount per month, compounded monthly.
       3. Monthly payments, other than those paid by PAD or pre-authorized credit card charge, are subject to a charge for any additional costs incurred by Pavilion to accept such payment, together with an additional $50.00 service fee per payment plus applicable taxes.
       4. Monthly pre-authorized credit card payments are subject to a fee of 2.0% plus applicable taxes.
       5. Replacement card fee for lost or stolen Keycards is $100.00 plus taxes. Only the Member and Member Users in good standing, with proof of identification, may be eligible to have a replacement Keycard issued, and the issuance of any replacement card is at our sole discretion. Keycard deposits will be returned upon termination of the agreement and after all Keycards have been returned to Pavilion.‍
   11. Co-Signers. Where this Membership Agreement has been signed by a Co-Signer, the Co-Signer agrees, as primary debtor and not merely as guarantor or surety, to pay all Fees and other charges you are required to pay to Pavilion as and when due and to otherwise perform all of your obligations under this Membership Agreement. You and the Co-Signer shall be jointly and severally liable under this Membership Agreement.‍
   12. Taxes. All Fees or other amounts payable by the Member hereunder are exclusive of any applicable sales, value add or other tax, each of which shall be payable by the Member to Pavilion in addition to the Fees. For greater certainty, refundable security deposits collected under this Membership Agreement, including the Deposit, Private Office Key Deposit, Pavilion FOB Deposit and Building Access Card Deposit, are not consideration for a taxable supply and are not subject to GST.
3. TERM AND TERMINATION ‍
   
   1. Term. This Membership Agreement will be effective when approved and accepted by Pavilion, being the date set out in Section 1.5(e) of the Basic Terms (“Effective Date”), provided always that we are not obligated to provide you with the Services until the later of:
      
      1. the date on which payment of your Deposit has been received by us; and
      2. the Start Date.
         
         Except as otherwise herein set out, you will not be entitled to move into the Member Space before 9:00 a.m. on the Start Date, or on your agreed upon Early Move-In Date. Following end date of the term set out in Section 1.5(e) of the Basic Terms, this Membership Agreement shall continue on a month-to-month basis at the prevailing full month-to-month rates (with the period of time set out in Section 1.5(e) of the Basic Terms and any period of time during which the Membership Agreement continues on a month-to-month basis being collectively the “Term”). This Membership Agreement shall continue on a month-to-month basis until terminated in accordance with this Membership Agreement.‍
   2. Early Move-In Period. Upon receipt of written consent from Pavilion and subject always to availability, you may be entitled to move into the Member Space prior to the Start Date, such period of time being referred to herein as the “Early Move-In Period”. If you exercise any right as herein described to begin using the Member Space during the Early Move-In Period, you acknowledge and agree that:
      
      1. All of your obligations and covenants, whether of a positive or negative nature, shall apply during the entirety of the Early Move-In Period; and
      2. We will not be obligated to provide the Services during the Early Move-In Period, and you shall have no recourse against us of any kind for failure to provide the Services during the Early Move-in Period.‍
   3. Member Termination Rights. You may terminate this Membership Agreement for the following reasons and under the following conditions:
      
      1. In the circumstances described in Section 4.15.
      2. You may terminate this Membership Agreement by delivering to us written notice on a prescribed Pavilion form (a “Termination Notice”), signed by the Designated Signatory, at least sixty (60) days prior to the month in which you intend to terminate this Membership Agreement (the “Termination Month”), unless a different notice period is specified in the Basic Terms of your Membership Agreement, and the termination will be effective on the later of the last Business Day of the Termination Month or the end date of the term specified in Section 1.5(e) of the Basic Terms. No termination shall be effective or shall be honored using any communication other than the Termination Notice. The form of Termination Notice will be provided within a reasonable period  following a written request therefor. You will be debited for the full amount of the Monthly Membership Fee for the final calendar month of the Term, notwithstanding that the last day of the Term may not coincide with the last day of the Termination Month; and‍
   4. Pavilion Termination Rights.
      
      1. We may immediately terminate this Membership Agreement and cease providing the Services:
         
         1. upon breach of this Membership Agreement by you or any Member User;
         2. upon termination, expiration or material loss of our rights in the Membership Centre for any reason whatsoever;
         3. if we deem you to not be creditworthy, in our sole and absolute discretion;
         4. if any Fees remain outstanding after the applicable due date for payment therefor has passed;
         5. if there are multiple contraventions by a Member of the Community Rules and Regulations; or
      2. We may terminate this Membership Agreement and cease providing the Services at any other time, upon one (1) month prior written notice, when we, in our reasonable discretion, see fit to do so.
         
         Any determination by Pavilion that any of the circumstances described in subsections (a)(i) through (a)(v) apply shall be conclusive, final and binding, and you waive any right to challenge such a determination.
         
         In the event we terminate this Membership Agreement pursuant to this Membership Agreement, you will remain liable for past due amounts and for Monthly Membership Fees through the end of the Term, if the termination described herein occurs prior to the end date of the term specified in Section 1.5(e) of the Basic Terms, and through the end of the calendar month in which the termination occurs if the termination occurs during the month-to-month period of the membership, and we may exercise our rights to collect due payment of all amounts owing hereunder despite termination or expiration of this Membership Agreement.
   5. Without limiting the generality of any other waiver or limitation of liability or indemnity set out elsewhere in this Membership Agreement, the following provisions shall apply:‍
      
      1. Waiver of Claims. To the extent permitted by law, you, on your own behalf and on behalf of your Member Users, employees, agents, guests and invitees, waive any and all claims and rights against us and each of the other owners of the whole or any part of the Building and our and its affiliates, related parties, and successors and each of our and their employees, assignees, directors, officers and agents (collectively, the “Indemnitees”) resulting from injury or damage to, or destruction, theft, or loss of, any property or person.‍
      2. Limitation of Liability. The aggregate liability of any of the Indemnitees to you or your Member Users, employees, agents, guests or invitees for any reason and for all causes of action, will not exceed the total Membership Fees paid by you to us under this Membership Agreement in the twelve (12) months prior to the claim arising. None of the Indemnitees will be liable for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption. Notwithstanding anything contained in this Membership Agreement to the contrary, you acknowledge and agree that you shall not commence any action or proceeding against any of the Indemnitees other than Pavilion.‍
      3. Indemnification. You will indemnify the Indemnitees from and against any and all claims, including third party claims, liabilities, and expenses including legal fees determined on a solicitor-client basis, resulting from any breach of this Membership Agreement by you or your Member Users or you or their guests’ invitees or any of your or their actions or omissions. You are responsible for the actions of and all damages caused by all persons that you, your Member Users or your or their guests invite to enter the Building, the Membership Centre and/or the Member Space. You shall not make any settlement that requires a materially adverse act or admission by us or imposes any obligation upon any of the Indemnitees without our written consent. None of the Indemnitees shall be liable for any settlement made without its prior written consent.‍
      4. No Responsibility. Without limiting the generality of the remainder of this Section 3.5, we are not responsible in any manner for the actions of other members or Member Users using any part of the Membership Centre, or any other third parties, or for any other owners, tenants, guests or invitees thereof elsewhere in the Building. If a dispute arises between other members or Member Users using any part of the Membership Centre, other owners or tenants located elsewhere in the Building or their invitees or guests, we shall have no responsibility or obligation to participate, mediate or indemnify any party.‍
   6. Dispute Resolution Generally. In the event of any controversy, question, claim or other dispute between the Member and Pavilion relating to any matter arising out of or relating to the terms of this Membership Agreement (each such instance being a “Dispute”), then, in the event the dispute is initiated by the Member, the Member’s only recourse will be to refer such Dispute to arbitration, at the exclusion of any court of law, for final resolution. In such a case, the arbitration shall be governed by the following requirements:
      
      1. The arbitration will be conducted and administered in accordance with the Arbitration Act by the British Columbia International Commercial Arbitration Centre pursuant to its applicable rules (the “BCICAC Rules”).
      2. The seat of the arbitration and the place for the hearings, if any, will be the City of Vancouver in the Province of British Columbia.
      3. The arbitration will be conducted before one arbitrator appointed jointly by the Member and Pavilion. If the Member and Pavilion cannot agree on the appointment of an arbitrator within a 10 Business Day period from the delivery of a written Notice to Arbitrate under the BCICAC Rules, such arbitrator will be appointed in accordance with the BCICAC Rules.
      4. There will be no appeal from the decision of the arbitrator, which will be final and binding on the Member and Pavilion. The Member and Pavilion acknowledge and agree that such decision can be enforced by any court of competent jurisdiction.
      5. The arbitrator may make whatever award he or she considers just and equitable including an order in the nature of a mandatory or prohibitive injunction or for the payment of damages and may make an order regarding the contribution of the Member and Pavilion to the cost of the arbitration and remuneration of the arbitrator.
         
         In the event the dispute is initiated by Pavilion, we shall be free to proceed by all avenues available to us, and in the event we choose to proceed by arbitration, the Member shall be obligated to agree to proceed by arbitration as well, under the rules set out in subsections (a) through (e) above.‍
4. GENERAL ‍
   
   1. Representations. You represent and warrant to us that all information provided by you in the Membership Agreement is true and correct in all respects.‍
   2. Relationship. Your agreement with us is in the nature of a contractual license only. You acknowledge that the whole of the Member Space remains in our possession and control at all times. We are giving you the right to share with us the use of the Membership Centre so that we can provide the Services to you. The relationship herein described is not that of landlord-tenant or lessor-lessee and this Membership Agreement in no way shall be construed as to grant you or any Member any contractual rights under a lease, title, easement, lien, possession or related rights in our business, the Building, the Membership Centre or anything contained in or on the Building or Membership Centre. This Membership Agreement creates no tenancy interest, leasehold estate, contractual rights under a lease, real right, or other real property interest. This Membership Agreement shall not be deemed to create a co- ownership, fiduciary or agency relationship, or partnership or joint venture, for any purpose.‍
   3. Updates to the Agreement. We may from time to time update this Membership Agreement, including any document or agreement incorporated by reference herein, and will provide notice to you of these updates. Without limiting the generality of the foregoing, if at any time any of the Basic Terms are amended in accordance with the terms hereof, we shall request your authorization before proceeding to replace Section 1.5 with a new Section 1.5 setting out the updated Basic Terms. Any changes must be authorized and signed by both parties through a written approval letter.‍
   4. Personal Information. We collect you and your Member Users’ personal information primarily for the purpose described in the Privacy Policy, the terms of which are incorporated by reference into this Membership Agreement. You and your Member Users hereby consent to our use of your personal information in relation to your membership in accordance with the terms of the Privacy Policy. In addition, we, or a third party engaged by us, may conduct personal credit investigations, or report your account information to a reporting bureau, for the purposes of collecting overdue amounts and updating appropriate credit information.‍
   5. Communication. You and your Member Users agree to us and other members of the Pavilion Group sending you and your Member Users commercial electronic messages related to your membership with us, you and your Member Users’ use of the Services, Membership Centre and Member Space, any charitable or other events or activities hosted or sponsored by us, and products and services offered by any other member of the Pavilion Group. You and your Member Users may later unsubscribe by contacting us.‍
   6. No Waiver. Neither party shall be deemed by any act or omission to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving party.‍
   7. Subordination. This Membership Agreement is subject and subordinate to our lease with our landlord of the Membership Centre and to any supplemental documentation and to any other agreements or rules to which our lease with such landlord is subject to or subordinate, including without limitation laws of general application.‍
   8. Review and Independent Legal Advice. You acknowledge that you have received and have carefully read a copy of this Membership Agreement, including a copy of each collateral document incorporated by reference herein, and you acknowledge that you understand the terms and conditions of this Membership Agreement. You further acknowledge and agree that you have been advised and have been given a reasonable opportunity to obtain independent legal advice as to the nature and consequences of the terms of this Membership Agreement.‍
   9. Headings and Interpretation. The headings in this Membership Agreement are for convenience only and are not to be used to interpret or construe any provision of this Membership Agreement. Any use of “including,” “for example” or “such as” in this Membership Agreement shall be read as being followed by “without limitation” where appropriate. References to any times of day in this Membership Agreement refer to the time of day in the Membership Centre’s time zone.‍
   10. Assignment. Without our prior written consent, you may not:
       
       1. transfer or otherwise assign any of your rights or obligations under this Membership Agreement (including by operation of law); or
       2. permit the Member Space to be occupied by any person that is not you, your Members or your guests or invitees or those of your Members, without our prior consent which may be withheld in our reasonable discretion.
          
          We may assign this Membership Agreement without your consent at any time in our sole and absolute discretion.‍
   11. Notices. Any and all notices under this Membership Agreement will be given via email and will be deemed to have been delivered on the first Regular Business Day after the email has been sent. All notices will be sent via email to the email addresses specified in the Membership Agreement, except as otherwise provided herein. We may send notices to the Designated Signatory. In the event that we receive multiple notices from different individuals within your company containing inconsistent instructions, we may decide which applies in our sole discretion.‍
   12. Notification of Changes. Any changes to any information provided by a Member, including without limitation changes to the identity of the Designated Signatory, contact information for the Member or any Member User, the identity of the Member Users and the composition of the Member Users List, and PAD or other pre-authorized payment details, shall be communicated to the Membership Centre via email, with at least 30 days prior written notice, before we are obligated to recognize any such changes.‍
   13. Survival. Subject to the terms of this Membership Agreement, all representations, warranties, guarantees, indemnities, promises and agreements made by the parties in this Membership Agreement will survive the end of the Term and for a period of two (2) years thereafter save and except that the obligation of the Member to maintain insurance shall expire on the date which is 30 days after the last day of the Term.‍
   14. Force Majeure and Unforeseen Events. Pavilion shall have no liability to you under the Membership Agreement if we are prevented from, or delayed in, performing our obligations under the Membership Agreement or from carrying on our business by acts, events, omissions or accidents beyond our reasonable control, including (without limitation) strikes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, disease or quarantine restrictions compliance with any law or governmental order, rule, regulation or direction, accident, fire, flood, storm or default of suppliers or subcontractors. Our obligation to perform our obligations shall be suspended during the period required to remove such force majeure event. We shall notify you as soon as reasonably possible of the force majeure event and propose a suitable alternative accommodation (if any) in the same Membership Centre or in another available Pavilion location.‍
   15. Availability.
       
       1. ‍ We shall not be liable for any inability to make the Member Space available by the Start Date for any reason whatsoever. In such case this Membership Agreement shall remain in full force and effect, provided that:
          
          1. the failure to provide access to the Member Space does not last longer than six (6) months; and
          2. at our sole discretion we will either:
             
             1. provide you with an alternate member space (which may or may not be within a Pavilion membership Centre) which is substantially similar to the Member Space and charge you your Fees as though you had been provided you with access to the Member Space as originally contemplated; or
             2. not charge you the Fees during the period the Member Space is not available to you.
                
                Following the six (6) month period set forth in 4.14(a)(i) above, you shall have the ability to terminate this Membership Agreement upon sixty (60) days’ prior notice to us. For purposes of clarity, if we do provide you alternate member space as described above, during the period we provide you with such alternate member space, the individuals named as Member Users shall be deemed to be Member Users and otherwise shall be fully subject to the terms of this Membership Agreement, subject to any amendments thereto necessary as a result of the alternative member space, as determined by us in our sole discretion. Notwithstanding anything in this paragraph to the contrary, if the delay in providing the Member Space is due to your actions or inactions or due to changes in work to the Member Space requested by you, we will not be subject to any liability related to such delay nor will such delay affect the validity of this Membership Agreement and we shall have no obligations to provide you with the benefits described in Section 4.15(b).
       2. In addition to Section 4.15(a), we reserve the right at any time during the Term to provide the Member with an alternate Member Space that we deem to be substantially similar to the current Member Space, in our sole discretion, for any reason. In the event we elect to provide the Member with an alternate Member Space pursuant to the provisions hereof, the Member shall be provided a minimum of 15 days advance notice of such change. ‍
   16. Severable Provisions. If any provision of this Membership Agreement is found or determined to be invalid, illegal or unenforceable it will be construed to be separate and severable from this Membership Agreement and will not impair the validity, legality or enforceability of any other provisions of this Membership Agreement, and the remainder of this Membership Agreement will continue to be binding on the parties as if such provision had been deleted.‍
   17. Governing Law. This Agreement shall be governed by the laws of the Province of British Columbia, and each of the parties hereto attorns to the jurisdiction of the Courts of the Province of British Columbia.‍
   18. Entire Agreement. This Membership Agreement, including any document incorporated by reference herein, constitutes the entire agreement between the parties relating to the subject matter hereof and except as otherwise herein set out, shall not be changed in any manner except in writing executed by both parties or as otherwise permitted herein. All prior agreements and understandings between the parties regarding the matters described herein have merged into this Membership Agreement.

SCHEDULE A – DEFINITIONS

Wheresoever used in these Terms and Conditions, capitalized terms shall have the following meanings:

(a) “Addenda” means all addenda to the Membership Agreement, as same may be executed and/or amended by the Member and Pavilion from time to time.

(b) “Additional Credits” has the meaning given to it in Section 2.7.

(c) “Additional Credit Fees” has the meaning given to it in Section 2.7.

(d) “Basic Terms” means the terms of the Agreement described under the heading “Basic Terms of Membership” in Section 1.5 of the Membership Agreement.

(e) “BCICAC Rules” has the meaning given to it in Section 3.6(a).

(f) “Bistro” has the meaning given to it in Section 1.1(f).

(g) “Building” means the building in which the Membership Centre is located.

(h) “Business Day” means any day in the Province of British Columbia which is not a Saturday, Sunday or statutory holiday in the Province of British Columbia.

(i) “Business Hours” means the hours of 9:00 a.m. to 5:00 p.m. Vancouver time on any Business Day.

(j) “Cancellation Fees” has the meaning given to it in Section 2.7.

(k) “Community Rules and Regulations” means the rules and guidelines applicable to the use of the Membership Center, the Member Space and the Building, which can be found on the Pavilion website.

(l) “Credits” has the meaning given to it in Section 2.7.

(m) “Credits and Additional Credit Fees Addendum” means the addendum to this Membership Agreement setting out what Credits a Member is granted pursuant to the terms of the Membership Agreement.

(n) “Deposit” means the amounts set out in Section 1.5(f)(i) of the Basic Terms.

(o) “Designated Signatory” means the person described as the Designated Signatory under the heading “Basic Terms” in Section 1.5(a) of this Membership Agreement, as same may be amended from time to time in accordance with the terms of this Membership Agreement.

(p) “Dispute” has the meaning given to it in Section 3.6.

(q) “Early Move-In Date” means, if applicable, the first day of the Early Move-In Period.

(r) “Early Move-In Period” means, if applicable, the period of time between the first day following termination of the rescission rights described in Section 3.3(b) and the Start Date.

(s) “Effective Date” means the date the Agreement is accepted by each of the parties hereto.

(t) “Indemnitees” has the meaning given to it in Section 3.5(a).

(u) “Keycard” means all keycards, fobs and security devices necessary to gain access to and egress from the common areas of the Building, the Membership Centre and the Member Space.

(v) “Patio” has the meaning given to it in Section 1.1(f).

(w) “Maintenance” has the meaning of general upkeep of the Membership Centre, as required and determined solely by Pavilion.

(x) “Meeting Rooms” has the meaning given to it in Section 1.1(e).

(y) “Member” or “you” means the company, entity, or individual that enters into a Membership Agreement with Pavilion and is listed therein.

(z) “Member Space” means the office number and/or workspace location(s) specified in Section 1.5(b) of the Basic Terms.

(aa) “Member User(s)” means each person(s) you authorize on your Member Users List as being allowed to receive the Services.

(bb) “Member Users List” means the list of Member Users provided by you to us, as same may be amended from time to time.

(cc) “Membership Agreement” means the membership agreement between Pavilion and the Member in respect of the use of the Member Space, and includes the Basic Terms, the Addenda, the Terms and Conditions, the Member Users List, the Community Rules and Regulations, the Privacy Policy and the Pet Policy.

(dd) “Membership Centre” means that location in which the Member Space is located.

(ee) “Monthly Membership Fees” means the amount set out in Section 1.5(f)(iii) of the Basic Terms.

(ff) “Pavilion” “we” or “us” means the Pavilion branded entity you are contracting with.

(gg) “Pavilion Group” means Pavilion Cowork Inc. and all of its affiliates and related parties.

(hh) “Pavilion Member Network” means the Pavilion members-only online community accessed through the Members section of our website.

(ii) “Pavilion Wireless Network” means the wireless network offered by Pavilion, but procured and maintained by our wireless network vendor (currently YardiKube) for use of members at the Membership Centre.

(jj) “Pet Policy” means our policy governing the use of pets by Members, which is available upon request.

(kk) “Privacy Policy” means our privacy policy governing, amongst other things, our right to collect and use certain personal information of Members, which can be found in our Community Rules and Regulations.

(ll) “Private Events” means events and functions taking place within the Membership Centre with restricted access and attendance

(mm) “Private Office” has the meaning given to it in Section 1(a) of the Community Rules and Regulations.

(nn) “Set Up Fees” means the amounts set out in Section 1.5(f)(ii) of the Basic Terms.

(oo) “Start Date” means the date set for the commencement of the Services, as set out in Section 1.5(e) of the Basic Terms.

(pp) “Strata Corporation” means the strata corporation which is the owner of all of the common property at the Building, if applicable.

(qq) “Termination Month” has the meaning given to it in Section 3.3.

(rr) “Termination Notice” has the meaning given to it in Section 3.3.