TERMS AND CONDITIONS

The following is the agreement between You and Abernethy & Richie Inc. concerning Your New York City Virtual Presence^TM to which, by submitting the forgoing Agreement Form, you are binding yourself.

1. The New York City Virtual Presence^TM Abernethy & Richie shall provide the following (see Exhibit A for details):

(i) A Manhattan mailing address and a shared fax number (see Exhibit A, below, for details); (ii) Mail and fax forwarding services (see Exhibit A for details); (iii) A personal e-mail address (e.g., [ Your name]@305madisonave.com); (iv) Discounted conference room facility rates and Advertising Placement Rates (see Exhibit A)

The special services selected on the form submitted.

2. Use of the New York City Virtual Presence. You agree to use the services provided to You hereunder (i) only under the name You indicated above or such other names to which Abernethy & Richie has consented in writing and (ii) only in connection with lawful activities that do not compete with any of the services described herein (whether or not You have elected to receive such services) and (iii) only in accordance with Abernethy & Richie’s then current house rules applicable to the Premises (i.e., Abernethy & Richie’s address indicated above).  You agree not to do, and to prevent any of your employees, agents, licensees, guests or invitees or any person acting on Your behalf or at your direction from doing, anything that interferes with the use of the Premises, and the building of which they are a part (the “Building”),  by Abernethy & Richie or others, that causes any nuisance or annoyance, that increases the insurance premiums that Abernethy & Richie is required to pay, or that causes any loss or damage to Abernethy & Richie or the owner of any interest in the Building.

3. Term of Agreement and Fees. The term of this Agreement shall commence on the date specified above. The term of this Agreement shall end on the last day of the 12^th full month following that date. The term shall be extended, without further act or action by either of us, for additional terms of equal length unless notice not to extend is given by either of us to the other not less than 30 days prior to the end of the then current term. 

The monthly fee for the services described in Section 1 is $99.95 (plus the cost of services described on Exhibit A that you select) UNLESS you indicate by a checkmark on the form submitted that you are a new business (3 years or less) or small business (annual revenues less than $500,000) in which case the monthly fee is $69.95.  If the first month is a partial month, then the fee for that month shall be prorated based on the actual number of days in that month.  The Monthly Fee and, except as otherwise provided, fees noted on Exhibit A may be changed upon notice given not less than 60 days prior to the end of the then current term, which changes shall be effective as of the first day of the next term.  

4. Fee Billing. Fees due under this Agreement may be charged to Your credit card, or may be billed to You via  mail, e-mail or fax, as determined by Abernethy & Richie from time to time.  If fees are billed (rather than charged to a credit card), they are due within 30 days of billing. Fees will be charged or billed monthly.  A $15 late fee processing charge wilI be imposed if fee, charges or other moneys payable by you are not received within 5 days of the due date (or, in the case of a failure of a credit card payment, 5 days from the date notice is given to You of that failure).  .  Interest shall accrue on any fees not paid when due at the rate of 18% per annum or, if lower, the highest rate permitted by applicable law. 

 You hereby authorize Abernethy & Richie to charge the following credit card, without your signature, for the foregoing.  You shall assure that such credit card, or a replacement card of which Abernethy & Richie is notified in writing with all appropriate details, shall remain in good standing with the issuer at all times.

5. Termination and Suspension Abernethy & Richie may terminate this Agreement upon notice upon any breach by You of any term of section 2 hereof and may suspend services hereunder during any period which fees, charges or other moneys are due from You and unpaid.  Any such suspension shall not limit Your obligation to continue to pay fees hereunder.  Telephone Services, if any, will be suspended if payment is not received by the 4^th day of the month and terminated 20 days later if payment is not received. Neither termination nor suspension shall relieve You of Your obligation to pay any unpaid fees or charges or other monies owing, including any moneys payable then or thereafter under section 6.

6. Indemnities and Limitations of Liability  You agree to indemnify and hold Abernethy & Richie harmless in respect of all liability, claims, damages, losses and expenses except to the extent You establish they are caused by any act or failure by any person other than You, your employees, agents, licensees, guests or invitees or any person acting on your behalf or at your direction. In addition You will also pay to Abernethy & Richie, upon demand, costs, including reasonable legal fees and disbursements which Abernethy & Richie may incur in connection with the foregoing.

Abernethy & Richie shall not be liable to You for any loss by reason of any act of God (which shall include but not be limited in any manner to, political unrest, labor disputes, mechanical failures, condemnation or other act or event that may be regarded as a Force Majeur ) or any act of any third party (whether on or off the premises of Abernethy & Richie at 305 Madison Avenue (the “Premises”)), or any termination, limitation or alternation of Abernethy & Richie’s interest in the Premises.  Abernethy & Richie’s total liability to You by reason of any act, action or failure to act hereunder by it shall not exceed, in the aggregate, $1,000 or, if less, the total of the Monthly Fees paid to date during the then current term of this Agreement.

7. Notices  All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand or upon the fifth day following mailing, which shall be by certified or registered mail, with first‑class postage paid, to the respective addresses first written above, Attention: Department 162, in the case of Abernethy & Richie, or to such other person and place as either of us shall furnish to the other  in writing. This Agreement shall be governed by the laws of the State of New York.

Exhibit A: Details Regarding Services

1. Details regarding Conference Room Services.

*  Three hour minimum morning or afternoon reservation required for this rate. The rate is also available for lesser amounts of time (whole hours only) if available and reservations are made not more than 24 hours in advance. 

Reservations may be canceled without charge if notice is given at least 5 business days prior to the date reserved (in the case of multiple dates being reserved, each date will be regarded as a separate reservation for this purpose).  If no cancellation is received by Abernethy & Richie on or before that date, You  will be charged for the room even if You do not in fact use it, UNLESS the room is used by another person, in which case You will be credited in full for any room charges received by Abernethy & Richie by reason of such use. Availability of conference rooms is subject to prior reservations.

2. Details regarding Mail Services  Incoming mail shall be addressed as follows: [Your name], 305 Madison Avenue, Suite 449, New York, NY 10165

Mail will be forwarded by first class mail to You at cost at such frequencies as you specify.  Overnight service is available at $1.50 plus costs.  If you so request mail will be read to You over the telephone at a charge of $1.50 per page read.  Forwarding of items other than by first class mail or overnight means may require an additional charge per item forwarded.  If You so request, You will be notified by telephone of receipt of specific item(s) of mail at a charge of $1.00 per notification, i.e., per item of mail, provided, however, Abernethy & Richie shall not be liable to You for failure to provide any such notice, or the failure to provide it in a timely fashion. Receipt of oversized packages, that is any package larger than a 9"x 14" envelope or weighing more than one pound, shall be subject to a surcharge of not less than $1.00 per item for receipt of that item and a surcharge of not less than $1.00 per item for forwarding. 

Any package that does not fit into a holder’s mailbox by reason of the size of the package or by reason of the mailbox being full will be charged $ .50 per day for each day we hold that package IN EXCESS OF a week.   For these purposes a package shall include groups of up to 10 letters that otherwise fit in the mailbox but can not be placed in it by reason of its being full.  This of course only applies to those whose packages we have been instructed to hold for pickup or to hold pending instructions.

3. Details regarding Fax Services  Outgoing faxes to anywhere in the continental US shall be billed to You at $1.00 per page.  All other outgoing faxes will be billed according to destination. Incoming faxes will be forwarded with mail to You or, if you so direct, forwarded to another fax number (at the outgoing fax rates).  If You shall so direct, incoming faxes shall be read to You over the telephone at a charge of $1.50 per page read.  If You shall so direct, You will be notified by telephone of receipt of specified fax(es) at a charge of $1.00 per notification, i.e., per fax, provided, however, Abernethy & Richie shall not be liable to You for failure to provide any such notice, or the failure to provide it in a timely fashion.

4. Details regarding Advertising Placement Discounts. Advertising Placement Discounts are available for advertisements costing not less than $1,000 per order.  Such discounts shall equal 1/3 of the placement commissions, if any, received from media in which Your ads are placed by Abernethy & Richie Professional Marketing and Advertising Services, a division of Abernethy & Richie.  Advertising fees charged by such media companies may be charged by Abernethy & Richie to your credit card.

5. Details regarding Telephone Services  Standard Telephone Services include a live operator answering up to 100 calls per month in your name and taking a message (and not merely turning the caller over to a voice mailbox) from 9:00 AM to 5:00PM Monday through Friday.  Standard Telephone Services are $79.95 (plus tax) per month.

Premium Telephone Services are the same as Standard, except they are available 24 hours a day, 7 days a week.  Premium Telephone Services are  $99.95 (plus tax) per month.

Voicemail  to collect 150 calls is $20.00 (plus tax) per month

Excess usage charges: Live operator messages taken in excess of 100 are billed at 40 cents (plus tax) each.  Voicemail messages taken in excess of 150 are billed at $ .15 (plus tax) each.

Call Forwarding:  $15 (plus tax) per month plus per minute charge, depending on location.  Currently $ .15 per minute for calls forwarded anywhere in the continental US.

Telephone services may be changed or eliminated at any time upon notice. Telephone Services will be suspended if payment is not received by the 4^th day of the month and terminated 20 days later if payment is not received.