Legal Agreement: Terms of Service


The building located in Grosse Pointe Woods, Michigan, known as 15324 Mack Avenue is referred to as the “Nott.”  The Nott contains several types of shared desk spaces (“Desk Spaces”) and temporary private office spaces (“Office Spaces”) to provide each member of the Nott with an option that is most suitable for their use.  The Nott has conference rooms available for periodic use by its members, as well as certain common space amenities, such as restrooms, common seating areas and a kitchen area.  The owner of the Nott (“Nott Space”) is responding to demand for flexible office space in the vicinity of the Nott by making the desk and offices spaces and conference rooms available to its members for their use on a temporary basis.

  1. Desk and Office Spaces. The type of Desk Space or Office Space (each, a “Space”) and interval of use (“Interval”) selected by the undersigned (“Member”), the maximum number of users of the Space, as well as the charges therefore (“Membership Fee”), are set forth on the attached “Membership Schedule” (collectively, the “Membership”).  All Memberships must include at least one (1) Space.  Desk Spaces may only be used by one (1) person at any time.  The maximum number of users for an Office Space will be based on the size of such Office Space.  Charges are subject to change by Nott Space at any time following the expiration of an Interval.  The Member can use any available Space included in its Membership that has not been designated as a “Reserved Space.”
  2. Reserved Spaces. A limited number of Spaces will be made available by Nott Space for reservation by a Member (“Reserved Spaces”).  Reserved Spaces include computer peripherals provided by Nott Space, such as a computer monitor, for which the Member will pay a set up charge as set forth on the Membership Schedule.  Reserved Spaces include both open work areas and enclosed office spaces.  Reserved office Spaces are only available for use at monthly Intervals.  Reserved Spaces will be designated as reserved.  The Member shall not use a Reserved Space that has been reserved by another member.
  3. Regular Business Hours; Security. It is intended that the Nott will be available for use by its Members substantially at all times, subject to minor interruptions for maintenance, etc.; however, Services (as defined below) will only be available during normal business hours or as otherwise established by Nott Space (“Regular Business Hours”).  Nott Space shall have the right to establish certain black-out times outside of Regular Business Hours, during which Members will not have access to the Nott, provided that private offices shall not be subject to black-out times.  Nott Space will publish such black-out times on its website prior to such date.  Access to the Nott will be provided through mobile phone application, near field communication tag, or key-card at Nott Space’s discretion, depending on how the Membership is obtained and the type of Membership.  Members will be required to pay a fee for key-card access.
  4. Included Amenities and Services. The Membership includes the following (“Basic Amenities”):
  • (a) Non-exclusive access to the Space (unless reserved).
  • (b) Basic maintenance of the Space.
  • (c) Restroom use.
  • (d) Furnishings suitable for the applicable type of Space, including, where applicable, computer workstations.
  • (e) Use of a shared internet connection.
  • (f) Use of available printers, copiers and/or scanners, subject to applicable charges.
  • (g) Heat and air-conditioning during Regular Business Hours.
  • (h) Electric service adequate for customary office uses.
  • (i) Use of kitchens and beverages made available in Nott Space’s discretion.
  1. Credits; Additional Amenities. Each Membership includes a certain number of “Credits” which may be used to purchase additional amenities, such as use of the conference rooms (subject to availability and reservation of such conference rooms), and additional quantities of Basic Amenities (“Additional Amenities”), all of which shall be subject to availability and any additional terms and expenses applicable to such services as determined by Nott Space in its discretion.  The Member may purchase additional Credits.  The charge for additional Credits and the number of Credits required to purchase an Additional Amenity shall be established by Nott Space and are subject to change by Nott Space in its discretion.  Basic Amenities and Additional Amenities are sometimes collectively referred to in this Agreement as the “Amenities.”
  2. Reserved Rights. Nott Space is entitled to access the Member’s Space, with or without notice, in connection with its provision any Amenities that are services (“Services”), for safety or emergency purposes or for any other purposes. Nott Space may temporarily move furnishings contained in the Member Space. Nott Space reserves the right to alter or relocate the Member Space, provided that the square footage and functionality of the Member Space is not materially reduced.  Nott Space may also modify or reduce the list of Amenities, Services or furnishings provided for the Member Space at any time.  Services may be provided by Nott Space, an affiliate of Nott Space or a third party.
  3. Availability of Space. If Nott Space is unable to make the Space available by the date the Membership commences (“Start Date”), Nott Space will not be subject to any liability related to such inability, nor will such inability affect the enforceability of this Agreement. This Agreement shall remain in full force and effect, provided that: (a) the failure to provide access to the Space does not last longer than two (2) months and (b) at Nott Space’s sole discretion, Nott Space will either (i) provide the Member with reasonably comparable alternate space during such period; or (ii) not charge the Member during the period that the Space is not available to the Member. Following the two (2) month period set forth above, the Member shall have the ability to terminate this Agreement upon seven (7) days’ prior notice to Nott Space. If Nott Space does not provide the Member with alternate Space as described in clause (i) above, during the period that Nott Space provides the Member with such alternate Space, the Member shall be subject to the terms of this Agreement. Notwithstanding anything in this paragraph to the contrary, if the delay in providing the Space is due to the Member’s actions or inactions or due to changes in or work to the Space requested by the Member, Nott Space will not be subject to any liability related to such delay nor will such delay affect the validity of this Agreement and Nott Space shall have no obligation to provide the Member with the benefits described in subsections (i) and (ii) of this paragraph and the Member shall not be entitled to terminate this Agreement and shall be liable for the payment of the Membership Fees from the Start Date.
  4. Access Prior to Start Date. If Nott Space, in its discretion, allows the Member to access the Space prior to the Start Date, the Member shall be subject to the terms of this Agreement.
  5. Member List. If the Member is an entity, the Member shall provide a list of its employees who are entitled to use the Membership (“Member List”). Only those individuals included on the Member List will have Membership privileges.  The Member or, if the Member is an entity, all of the Member’s employees, shall be required to provide valid government issued identification in order to be provided with access to the Nott.
  6. Changes to or Removal of Authorized Signatory. The person that signs this Agreement on behalf of the Member is the “Authorized Signatory.”  The Authorized Signatory has the sole authority to make changes to or terminate this Agreement.  Nott Space will be entitled to rely on communications to or from the Authorized Signatory.  If the Member is an entity, the person signing this Agreement represents that he or she has the authority to bind the entity and the Authorized Signatory may only be changed by an executive officer or member of such entity and if requested by Nott Space, a resolution of the directors, members or managers of each entity.
  7. Fees and Payments.
  • (a) Payments Due Upon Signing. Upon submitting a signed and completed Agreement, the Member shall pay to Nott Space the Total Amount Due Prior to Start Date as set forth on the Membership Schedule.
  • (b) Membership Fee. During the Term (defined below) of this Agreement, the Membership Fee will be due monthly in advance as of the first (1st) day of each month. The Member is obligated to pay all Membership Fees owed throughout the Term and this obligation is absolute notwithstanding any early termination of the Agreement by the Member. The Member agrees to pay promptly: (a) all sales, use, excise, value added, and any other taxes which the Member is required to pay to any other governmental authority (and, at Nott Space’s request, will provide to Nott Space evidence of such payment) and (b) all sales, use, excise, value added and any other taxes attributable to the Membership as shown on the invoice. On each anniversary of the Start Date, the Membership Fee will be subject to an automatic three percent (3%) increase over then current Membership Fee.
  • (c) Credits; Overage Fees. The Membership includes a number of Credits for Additional Amenities as specified on the Membership Schedule.  Unused Credits may not be rolled over from month to month.  If the allocated amounts are exceeded, the Member will be responsible for paying fees for such overages.  The current fee schedule is listed on Nott Space’s website.  All fees are subject to increase from time to time at Nott Space’s sole discretion.
  • (d) Late Fees. If the Membership Fee or any other accrued and outstanding fee is not paid by the fifth (5th) of the month in which such payment is due, the Member will be responsible for paying then current late charge. The current late fee schedule is listed on Nott Space’s website. All late fees are subject to increase from time to time at Nott Space’s sole discretion.
  • (e) Outstanding Fees. If any payments remain outstanding after Nott Space provides notice to the Member, Nott Space may, in Nott Space’s sole discretion, suspend or terminate this Agreement in accordance with Section 12.
  • (f) No Refunds. Except as otherwise provided for herein, there are no refunds of any fees or other amounts paid by the Member.
  1. Term and Termination.
  • (a) Term. This Agreement will be effective when signed by both parties (“Effective Date”); provided that Nott Space have no obligations to the Member until the Member pay all amounts due under this Agreement.
  • (b) Termination by the Member. The Member may terminate this Agreement by providing written notice to Nott Space thirty (30) days prior to first day of the month in which the Member intends to terminate this Agreement.
  • (c) Termination or Suspension by Nott Space. Nott Space may suspend or immediately terminate this Agreement:  (i) upon breach of this Agreement by the Member; (ii) upon termination, expiration or material loss of Nott Space’s rights in the Nott; (iii) if any outstanding fees are still due after Nott Space provides notice to the Member; (iv) if the Member fails to comply with the terms and conditions of the Agreement, or any other policies or instructions provided by Nott Space or applicable to the Member; or (v) at any time, in Nott Space’s sole discretion. The Member will remain liable for past due amounts, and Nott Space may exercise Nott Space’s rights to collect due payment, despite termination or expiration of this Agreement.  The Member is no longer authorized to access the Nott upon the earlier of (i) the termination or expiration of this Agreement; or (ii) Nott Space’s notice to the Member that the Member has violated this Agreement.
  • (d) Retainer. The Member shall pay an amount to be held as a retainer for performance of all the Member obligations under this Agreement, including the Membership Fee (“Retainer”). Nott Space will return the Retainer, or any balance after deducting outstanding fees and other costs due to Nott Space, including any unsatisfied payment obligations, to the Member within thirty (30) days (or earlier if required by applicable law) after the later of (i) the termination or expiration of this Agreement and (ii) the date on which the Member provides to Nott Space all information necessary for Nott Space to make such payment. Return of the Retainer is also subject to the Member’s complete performance of all the Member’s obligations under this Agreement, including, without limitation, full satisfaction of the Member payment obligations.
  • (e) Removal of Property Upon Termination. Prior to the termination or expiration of this Agreement, the Member will remove all of the Member’s property from the Nott.  After providing the Member with reasonable notice, Nott Space will be entitled to dispose of any property remaining at the Nott after the termination or expiration of this Agreement and will not have any obligation to store such property, and the Member waives any claims or demands regarding such property or Nott Space’s handling or disposal of such property.  The Member will be responsible for paying any fees reasonably incurred by Nott Space regarding such removal. Nott Space shall have no implied obligations as a bailee or custodian, and the Member hereby indemnifies Nott Space from any claims of any third parties with respect of such property. Following the termination or expiration of this Agreement, Nott Space will not forward or hold mail or other packages delivered to Nott Space.
  1. Rules. The Member and the Membership are subject to the following rules:
  • (a) keys, key cards and other such items used to gain physical access to the Nott, or the Space remain Nott Space’s property. The Member will safeguard Nott Space’s property and the Member shall promptly notify Nott Space and be liable for replacement fees should any such property be lost, stolen or destroyed;
  • (b) the Member shall promptly notify Nott Space of any change to the Member contact and/or payment information;
  • (c) Nott Space will provide notice to the Member of any changes to, fees, or other updates via email. It is the Member’s responsibility to read such emails and to ensure the Member’s employees, if applicable, are aware of any changes, regardless of whether Nott Space notifies such employees directly;
  • (d) carts, dollies and other freight items which may be made available may not be used in the elevator, if any, except at Nott Space’s discretion;
  • (e) for security reasons, Nott Space may, but have no obligation to, regularly record certain areas in the Nott via video;
  • (f) the Member and its employees, if applicable, are at least 18 years of age;
  • (g) the Member shall be solely and fully responsible for ensuring that alcohol is consumed responsibly by the Member and its employees, if applicable, and that no alcohol is consumed by any employee who is under the legal age for consuming alcohol;
  • (h) common spaces are to be enjoyed by all Nott Space’s members unless otherwise instructed by Nott Space, and are for temporary use and not as a place for continuous, everyday work;
  • (i) the Member will be responsible for any damage to the Member Space other than normal wear and tear;
  • (j) the Member will be responsible for replacement fees for any item(s) provided to the Member by the Nott team for temporary use should any such property be lost, stolen or destroyed;
  • (k) Nott Space is not liable for any mail or packages received without a Nott employee’s signature indicating acceptance;
  • (l) the Member may not make any structural or nonstructural alterations or installations (including, but not limited to, wall attachments, furniture, IT equipment, and/or glass paneling) in the Space or elsewhere in the Nott without prior approval by Nott Space. In the event that any alterations or installations are made, the Member shall be responsible for the full cost and expense of the alteration or installation and, prior to the termination of this Agreement, the removal of such items and the restoration necessitated by any such alterations, and Nott Space shall deduct any such costs not otherwise paid by the Member from the Retainer. Only a member of Nott Space’s facilities staff is entitled to perform an alteration, installation, removal or restoration;
  • (m) the Member’s computers, tablets, mobile devices and other electronic equipment must be (i) kept up-to-date with the latest software updates provided by the software vendor and (ii) kept clean of any malware, viruses, spyware, worms, Trojans, or anything that is designed to perform malicious, hostile and/or intrusive operations. Nott Space reserves the right to remove any device from Nott Space’s networks that poses a threat to Nott Space’s networks or users until the threat is remediated;
  • (n) the Member consents to Nott Space’s non-exclusive, nontransferable use of the Member’s name and/or logo in connection with identifying the Member as a member of the Nott on a public-facing “Membership” display on Nott Space’s website, as well as in video and other marketing materials. The Member warrants that the Member’s logo does not infringe upon the rights of any third party and that the Member has full authority to provide this consent. The Member may terminate this consent at any time upon thirty (30) days’ prior notice.
  • (o) The Member shall not do any of the following:
  • (i) perform any activity or cause or permit anything that is reasonably likely to be disruptive or dangerous to Nott Space, Nott Space’s employees, the Nott, or other members of the Nott;
  • (ii) use the Nott to conduct or pursue any illegal or offensive activities; the Member and its employees, if applicable, shall act in a respectful manner towards other members and Nott Space and their employees;
  • (iii) take, copy or use any information or intellectual property belonging to other member companies or their members or employees, including without limitation any confidential or proprietary information, personal names, likenesses, voices, business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property, or modified or altered versions of the same, and this provision will survive termination of this Agreement;
  • (iv) take, copy or use for any purpose the name “Nott” or any of Nott Space’s other business names, trademarks, service marks, logos, trade dress, marketing material, other identifiers or other intellectual property or modified or altered versions of the same, or take, copy or use for any purpose any pictures or illustrations of any portion of the Nott, or engage in any conduct that is likely to cause confusion between the identity of the Nott and the Member without Nott Space’s prior consent, and this provision will survive termination of this Agreement, provided that during the term of this Agreement the Member will be able to use “Nott” in plain text to accurately identify an address or office location;
  • (v) film within the Nott, including within the Space, without receiving express written consent from the Nott;
  • (vi) use the Space in a retail, medical, or other capacity involving visits by members of the public or as a residential or living space, or for any exclusively non-business purpose;
  • (vii) sell, manufacture or distribute any controlled substance, including alcoholic beverages, from the Space, or obtain a license for such sale, manufacture, importation, or distribution using the Space or the address of the Nott;
  • (viii) use Nott Space’s mail and deliveries services for fraudulent or unlawful purposes;
  • (ix) store significant amounts of currency or other valuable goods or commodities in the Space that are not commonly kept in commercial offices;
  • (x) make any copies of any keys, keycards or other means of entry to the Nott or the Space or lend, share or transfer any keys or keycards to any third party, unless authorized by Nott Space in advance;
  • (xi) install any locks to access the Space or anywhere within the Nott, unless authorized by Nott Space in advance;
  • (xii) allow any employees to enter the building without registering such employees and performing any additional required steps according to Nott Space’s policies;
  • (xiii) operate any equipment within the Nott that has a higher heat output or electrical consumption than in a typical personal office environment, or places excessive strain on the Nott’s electrical, IT, HVAC or structural systems, with such determination to be made in Nott Space’s sole discretion, without Nott Space’s prior approval; or
  • (xiv) bring any weapons of any kind, or any other offensive, dangerous, hazardous, inflammable or explosive materials into the Nott.

The Member is responsible for complying with all rules of the Nott and with all rules, policies and/or procedures that are specific to a Space used by the Member, and agrees that in the event of any penalty or fine resulting from the breach of any such rules, policies and/or procedures, the Member will be responsible for paying such penalty or fine.

  1. Information Technology. In order to utilize all of the Amenities offered by Nott Space, it may be necessary to install software onto the Member’s computer, tablet, mobile device or other electronic equipment. In addition, the Member may request that Nott Space troubleshoot problems that the Member may have with respect to printing, accessing the network connection or other issues. If Nott Space provides such services, Nott Space will not be responsible for any damage to the Member’s equipment.
  2. Network Connection. Nott Space provides shared internet access to the Member via a wireless network connection. Wired network connections are available for an additional fee. For those Members wishing to implement a private wired network, Nott Space may allow the Member to install a firewall device for the Member’s exclusive access and use, subject to Nott IT approval, and the Member will be responsible for removal of the same. Prior to any such installation or removal, the Member shall coordinate with the Nott IT team to discuss the actual setup, appropriate time, manner and means for such installation or removal and any additional fees that may result from the request. To the extent that Nott Space incurs any costs in connection with such installation or removal, which are not otherwise paid by the Member, Nott Space shall deduct such costs from the Retainer. The Member shall also be responsible for any monthly fees incurred relating to the Member private, secured wired network.
  3. Waiver of Claims. To the extent permitted by law, the Member, on the Member’s own behalf and on behalf of its employees, if applicable, agents and invitees, waive any and all claims and rights against Nott Space and Nott Space’s affiliates, parents, and successors and each of Nott Space’s and their employees, assignees, officers, agents and directors (collectively, the “Nott Parties”) resulting from injury or damage to, or destruction, theft, or loss of, any property, or person, except to the extent caused by the gross negligence or willful misconduct of the Nott Parties.
  4. Limitation of Liability. To the extent permitted by law, the aggregate monetary liability of any of the Nott Parties to the Member for any reason and for all causes of action, will not exceed the total Membership Fees paid by the Member to Nott Space under this Agreement in the twelve (12) months prior to the date that such claim accrued. None of the Nott Parties will be liable under any cause of action, for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption.  The Member acknowledges and agrees that the Member may not commence any action or proceeding against any of the Nott Parties, whether in contract, tort, or otherwise, unless the action, suit, or proceeding is commenced within one (1) year of the cause of action’s accrual.
  5. Indemnification. The Member will indemnify the Nott Parties from and against any and all claims, including third party claims, liabilities, and expenses including reasonable attorneys’ fees, resulting from any breach or alleged breach of this Agreement by the Member or its employees, if applicable, or invitees or the Member’s actions or omissions.  The Member is responsible for the actions of and all damages caused by all persons that the Member, or its employees, if applicable, invite to enter the Nott, including but not limited to any vendors hired by the Member that enter the Nott.
  6. Insurance. The Member is responsible for maintaining, at the Member’s own expense and at all times during the Term, personal property insurance and commercial general liability insurance covering the Member and its employees, if applicable, for property loss and damage, injury to the Member and the Member’s employees, if applicable.  The Member will ensure that Nott Space shall be named as additional insured on the Member commercial general liability policy and that all insurance policies shall include a clause stating that the insurer waives all rights of recovery, under subrogation or otherwise, the Member may have against Nott Space.  The Member shall provide proof of insurance upon Nott Space’s request.
  7. Other Members. Nott Space does not control and are not responsible for the actions of other members, or any third parties. If a dispute arises between the Member and any other member and/or the employees of either, Nott Space shall have no responsibility or obligation to participate, mediate or indemnify any party.
  8. Third Party Services. Amenities do not include, and Nott Space is not involved in or liable for, the provision of products or services by third parties (“Third Party Services”) that the Member may elect to purchase in connection with the Membership, even if they appear on the Member’s invoice. Third Party Services are provided solely by the applicable third party (“Third Party Service Providers”) and pursuant to separate arrangements between the Member and the applicable Third Party Service Providers.
  9. Governing Law. This Agreement and the transactions contemplated hereby shall be governed by and construed under the law of the State of Michigan without regard to conflicts of laws provisions thereof.
  10. Venue. Except that either party may seek equitable or similar relief from any court of competent jurisdiction, any dispute, controversy or claim arising out of or in relation to this Agreement, or at law, or the breach, termination or invalidity of this Agreement, that cannot be settled amicably by agreement of the parties to this Agreement shall be finally settled in accordance with the arbitration rules of the American Arbitration Association then in force, by one or more arbitrators appointed in accordance with said rules. The place of arbitration shall be Detroit, Michigan. The award rendered shall be final and binding on both parties.  Judgment on the award may be entered in any court of competent jurisdiction. In any action, suit or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses.
  12. Nature of the Agreement; Relationship of the Parties. The Member’s agreement with Nott Space is the commercial equivalent of an agreement for accommodation in a hotel. The Space remains Nott Space’s property and in Nott Space’s possession and control. Notwithstanding anything in this Agreement to the contrary, the Member and Nott Space agree that Nott Space’s relationship is not that of landlord-tenant or lessor-lessee and this Agreement in no way shall be construed as to grant the Member any title, easement, lien, possession or related rights in Nott Space’s business, the Nott, the Space or anything contained in or on the Nott or the Space. This Agreement creates no tenancy interest, leasehold estate, or other real property interest. The parties hereto shall each be independent contractors in the performance of their obligations under this Agreement, and this Agreement shall not be deemed to create a fiduciary or agency relationship, or partnership or joint venture, for any purpose.
  13. Updates to the Agreement. Nott Space may from time to time update this Agreement and will provide notice to the Member of these updates.  The Member will be deemed to have accepted the new terms of the Agreement following the completion of two (2) full calendar months after the date of notice of the update(s).  Continued use of the Space beyond this time will constitute acceptance of the new terms.
  14. Subordination. This Agreement is subject and subordinate to financing for the Nott. However, the foregoing does not imply any sublease or other similar relationship involving an interest in real property.
  15. Extraordinary Events. Nott Space will not be liable for, and will not be considered in default or breach of this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond Nott Space’s reasonable control.
  16. Severable Provisions. Each provision of this Agreement shall be considered severable. To the extent that any provision of this Agreement is prohibited or otherwise limited, this Agreement shall be considered amended to the smallest degree possible in order to make the Agreement effective under applicable law.
  17. Notices. Any and all notices under this Agreement will be given via email, and will be effective on the first business day after being sent. All notices will be sent via email to the email addresses specified herein.
  18. Headings; Interpretation. The headings in this Agreement are for convenience only and are not to be used to interpret or construe any provision of this Agreement. Any use of “including,” “for example” or “such as” in this Agreement shall be read as being followed by “without limitation” where appropriate.  References to any times of day in this Agreement refer to the time of day in the Space’s time zone.
  19. No Assignment. Except in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the shares or assets of the Member, the Member may not transfer or otherwise assign any of the Member rights or obligations under this Agreement (including by operation of law) without Nott Space’s prior consent. Nott Space may assign this Agreement without the Member’s consent.
  20. Compliance with Laws. The Member hereby represents and warrants that, at all times, the Member’s use of the Space and Amenities shall be in accordance with all applicable laws.
  21. Brokers. The Member represents and warrants that the Member has not used a broker or realtor in connection with this Agreement.  The Member agrees to indemnify and hold Nott Space harmless from claims by any such broker or realtor.
  22. Counterparts and Electronic Signature. This Agreement may be executed in any number of counterparts by either handwritten or electronic signature, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement, and each of which counterparts may be delivered by emailing the other party to this Agreement a signed scanned document or electronically signed portable document format (pdf) version of the contract (as applicable). Each party agrees to the execution of this Agreement in this manner, and the parties acknowledge that execution in this manner creates a binding contract between the parties on the Effective Date.
  23. Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and shall not be changed in any manner except by a 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 Agreement.
  24. Non-Waiver. The failure of Nott Space to complain of any act or omission on the part of the Member, no matter how long it may continue, shall not be deemed to be a waiver by Nott Space to any of its rights hereunder.
  26. Days. Whenever this Agreement requires that something be done within a specified period of days, that period shall: (a) not include the day from which the period commences; (b) include the day upon which the period expires; (c) expire at 5:00 p.m. local time on the day upon which the period expires; and (d) except as otherwise provided for herein, be construed to mean calendar days; provided, that if the final day of the period falls on a Saturday, Sunday or legal holiday, the period shall extend to the first business day thereafter.
  27. Severability. If one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, that invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if the invalid, illegal or unenforceable provision had never been contained within the body of this Agreement.