Need help?
AGREEMENT FOR MAIL HOLDING AND FORWARDING SERVICES
Welcome to Soho Workspace Inc., Soho Workspaces 2 Inc., Farm 2 LLC, Farm 3 LLC, and Virtual Mail Hub LLC (collectively referred to as “The Farm,” “we,” “us,” or “our”). These Terms of Use (“Terms”) govern your purchase and use of The Farm’s Virtual Mailbox and Virtual Office Service (the “Service”).
By purchasing or using this Service, you (“Client,” “you,” or “your”) agree to comply with these Terms and all applicable laws. If you do not agree, please do not proceed with the Service.
RECITALS
WHEREAS, the Client requires a mail holding and forwarding service to manage its physical mail deliveries;
WHEREAS, The Farm provides mail handling services and agrees to perform such services for the Client; and
WHEREAS, the Parties desire to establish terms and conditions under which The Farm will provide these services to the Client.
NOW, THEREFORE, in consideration of the mutual covenants, promises, and conditions contained herein, the Parties hereby agree as follows:
1. SERVICES PROVIDED
The Farm agrees to provide the following services (“Services”) to the Client:
1.1 Mail Receiving: The Farm will hold all physical mail delivered to the Client at the address provided by The Farm. All mail that is sent to The Farm must be picked up or forwarded after 3 business days of being available. the Client requests that all received mail be forwarded within 5 business days after receipt.
1.2 Mail Forwarding: At the written request and discretion of the Client, The Farm will forward specific items of mail to an address designated by the Client. We can only forward mail in bulk. We cannot offer individual routing.
1.3 Notification: The Farm will notify the Client of any mail received on its behalf, including any relevant details such as sender information, tracking numbers, and delivery dates. In order for the Client to use this service, they must opt into a software, where notifications will only be available through the platform called Spheremail.
1.4 Return to Sender: Upon written request from the Client, The Farm will return mail to the sender, where feasible, or dispose of mail in accordance with the Client’s instructions.
1.5 Mail Security: The Farm will handle the Client’s mail in a professional, confidential, and secure manner, ensuring that mail is not accessed, reviewed, or disclosed to unauthorized individuals. We will keep it in a lockbox. However, we cannot promise to secure the mail before we physically receive it. There are times when mailmen can leave the mail unattended in a public area. Therefore, we cannot be held responsible for such instances. But as soon as the mail is received and handled by our office, we’ll keep it in a lockbox and secure it.
(Note: All we can produce as far as services are concerned are limited to receiving, sorting, securing, forwarding, or mail pickup. Anything outside of that we cannot produce or commit to.)
2. MAIL ACCEPTANCE
The Farm reserves the right to refuse acceptance of any mail or package addressed to the Client due to the size, condition, or other circumstances related to the mail or package, including issues with transmission, delivery, or arrival. Once the Client has completed the verification process and been approved by The Farm, The Farm will have the final determination regarding the acceptance of any mail. the Client may not begin forwarding mail to The Farm’s address until The Farm has notified the Client of the approval of its application. In the event that The Farm does not approve the Client’s application, any mail received for the Client will be returned to the sender, marked as “Undeliverable as Addressed.” Furthermore, if the Client does not have valid identification verification on file with The Farm, any mail will be returned in accordance with the terms outlined in the section below.
the Client agrees to immediately notify The Farm of any suspected or actual fraudulent, unauthorized, illegal, improper, or suspicious use of the Services, as well as any breach of security or unauthorized activity reasonably suspected in connection with the Services.
3. AUTHORIZATION
By executing this Agreement, the Client expressly authorizes The Farm and the Client’s Operator to view and provide the Client with information regarding, and with images of the outside of, the Client’s physical mail received by the Client’s selected Operator, as well as to handle the internal contents of such mail where authorized by the Client in accordance with this Agreement. Moreover, each time the Client (including anyone with the actual or apparent authority to act on the Client’s behalf) uses the Services to request any specific Action Item (as defined in Section 4 below), the Client is giving its express and legally binding authorization for The Farm and the Client’s Operator to perform such Action Item.
Notwithstanding the foregoing, the Client understands and agrees that an Operator may decline, in its sole discretion, to provide an image of the external and/or internal contents of any mail that the Operator determines is or is likely to be obscene, an incitement to hate or violence, or otherwise contrary to law or in violation of this Agreement. In addition, an Operator may open and inspect, and the Client hereby acknowledges and agrees that each Operator reserves the right to open and inspect, any mail or packages as appropriate in the Operator’s discretion, including (without limitation) any that may arrive damaged. Moreover, the Client understands and agrees that each Operator is independently owned and operated, and that The Farm cannot and will not be responsible in any way for the acts or omissions of an Operator. the Client agrees and covenants that, at any time and from time to time, it will promptly execute and deliver to The Farm such further instruments and documents and take such further action as The Farm may reasonably require (including, by way of example only, providing current identification documents or any acknowledgment form related to service of process) in order to fully carry out the intent and purpose of this Agreement and to deliver the Services to the Client in a lawful manner.
4. NOT A LEASE OR A LICENSEE
This Agreement is not a lease, membership agreement, or license agreement, and does not grant the Client any rights to estates or access to any physical space. Any prior licensee or membership agreement predating this Agreement is hereby terminated and is no longer valid as of the commencement date of this Agreement, which shall be January 1, 2025. The Farm will deliver mail to the Client’s designated address via forwarding or local pickup. However, The Farm does not warrant that all mail will be delivered in a timely or accurate manner, nor does it guarantee that mail will never be mistakenly assigned to another account. the Client acknowledges that under no circumstances will The Farm be liable to the intended recipient or any incorrect recipient for any delivery issues.
The parties expressly acknowledge that this is a Commercial Mail Receiving Agency (CMRA) relationship only and not a registered agent relationship. The CMRA is not acting as a registered agent for the customer, nor does it accept or handle any legal documents or service of process on behalf of the customer. The CMRA’s responsibility is limited to receiving and processing mail in accordance with the terms of this agreement.
5. TERM OF AGREEMENT
5.1 Initial Term: This Agreement shall commence on the Effective Date and continue for an initial period of three months (the “Initial Term”).
5.2 Renewal Term: After the Initial Term, this Agreement shall automatically renew on a month-to-month basis unless either Party provides written notice of termination at least thirty (30) days in advance.
5.3 Termination Notice: the Client or The Farm may terminate this Agreement at any time by providing written notice. No termination by the Client under this provision shall be effective until the Client has complied with all obligations under this Agreement. the Client acknowledges that it is responsible for understanding and complying with any such terms. While no termination fee is imposed, the Client is required to follow specific procedures for termination, as outlined in Section (Termination Process) of this Agreement. Unless otherwise agreed in writing, The Farm will cease invoicing for Services (excluding any services the Client elects to continue post-termination) within thirty (30) days after receiving written notice of termination that complies with the applicable requirements. Upon termination, the Client must immediately cease using The Farm’s address as its mailing address, including any usage on company documents, registrations, or marketing materials. the Client must also promptly deregister The Farm’s address in any governmental filings or with authorities where it was previously used. The Farm reserves the right to continue billing the Client at the applicable rates, plus a 50% surcharge, for any month during which the Client continues to use The Farm’s address on documents or materials after the termination. Any failure to deregister will entitle The Farm to take necessary actions to complete the deregistration, with any associated costs borne by the Client, which will be invoiced accordingly.
6. TERMINATION FOR BREACH OR VIOLATIONS
The Farm may suspend or terminate the Client’s access to the Services or the entire Agreement immediately, subject to any reasonable cure period as provided below, if any of the following events occur:
(i) the Client fails to provide accurate information during the account registration process or at any time thereafter;
(ii) the Client fails to cooperate with or provide requested information for any investigation by a governmental agency;
(iii) the Client fails to complete or The Farm cannot validate the Client’s identity verification in a reasonable timeframe;
(iv) the Client misuses the address or services in violation of this Agreement, causing harm or disruption to The Farm or other customers;
(v) the Client engages in any offensive, abusive, or disruptive behavior toward The Farm, its employees, or affiliates;
(vi) the Client fails to make any payments due under this Agreement, and does not cure the breach within five (5) business days of receiving notice from The Farm.
7. TERMINATION PROCESS
Upon initiation of the termination process by the Client, The Farm, the Client’s account will be immediately closed, meaning the Client will no longer have access to the Services or the Mailbox. This Agreement will be terminated either via notice or any other provision of this Agreement. Upon closure, The Farm will no longer have any obligation to receive, process, forward, or accept mail on behalf of the Client after the termination date. the Client will also cease using any services and must immediately stop using The Farm’s address for any purpose. Any pending services will be fully canceled, and the Client’s data will be deleted as per the terms outlined in this Agreement. The Farm may destroy or return to sender any remaining physical mail addressed to the Client and may refuse to accept any new mail for the Client post-termination.
8. SUSPENSION FOR NONPAYMENT
It shall be the Client’s obligation to pay all invoices when due, which, depending on the nature of the Services or any particular Action Items, may be required in advance, upon execution of the Action Item, or within a prescribed period thereafter. If The Farm does not receive the Client’s timely payment of amounts due, the Client’s account may be placed in suspension and made inactive. A suspended and inactive account will retain all mail and other information but will be unavailable and inaccessible by the Client until the account is brought current by payment sufficient to cause the account balance to equal or exceed $0.
The Farm may also restrict the Client’s access to the Services if there is reasonable belief that the Client is using or attempting to use the Services for illegal purposes or in violation of this Agreement. Notwithstanding any other provision of this Agreement, the Client will continue to incur charges for Services and Action Items required for execution on its account, even while the account is inactive or suspended.
In addition, if the Client fails to restore an inactive account to a balance of at least $0 within 30 days of suspension, The Farm shall have the right to terminate the Client’s account and permanently return all mail items to sender and any other information or data stored to be deleted in the Client’s Mailbox or otherwise retained for the Client.
9. SUSPENSION OF ACCESS
The Farm may, in its reasonable discretion and without prior notice to the Client, suspend the Client’s access to and use of the Services at any time if The Farm believes that:
(a) the Client is in breach of any obligations under this Agreement;
(b) the Client’s use of the Services poses a security risk;
(c) the Client’s use of the Services violates, misappropriates, or infringes the rights of The Farm or a third party; or
(d) the Client’s use of the Services imposes unexpected or excessive demands on The Farm, the Client’s Operator, or other users of the Services.
Upon any such suspension, the Client and The Farm will cooperate in good faith to identify the cause of the issue giving rise to the suspension. Notwithstanding any of The Farm’s other rights, no suspension will be lifted until the Client can demonstrate, to The Farm’s reasonable satisfaction, that the Client has removed or otherwise remedied the issue or issues causing the suspension.
10. SERVICE RATES AND PAYMENT
10.1 Rates: The Farm shall charge the Client, and the Client shall pay, for the Services in accordance with the prices listed in Exhibit A annexed hereto.
10.2 Payment Terms:
11. the Client RESPONSIBILITIES
the Client shall:
11.1 Provide written instructions to The Farm regarding the handling and forwarding of mail;
11.2 Promptly update its mailing address and contact information as necessary;
11.3 Pay invoices in accordance with the payment terms in this Agreement;
11.4 Comply with all applicable laws and regulations related to mail handling and forwarding;
11.5 Ensure that its use of the Services complies with all relevant local, state, national, or international laws, as well as the terms and conditions of any online service, directory, or tool where the Client’s business or Mailbox information is listed. This means that the Client is responsible for ensuring that it follows legal requirements and the terms set by third-party platforms where its business or services are featured.
12. CONFIDENTIALITY
12.1 Definition of Confidential Information: All mail and related communications delivered to or on behalf of the Client shall be treated as confidential (“Confidential Information”).
12.2 Non-Disclosure: The Farm agrees not to disclose, share, or permit access to the Client’s Confidential Information without prior written consent.
12.3 Legal Compliance: The Farm will preserve the confidentiality of each form of identity verification submitted by the Client as required by law, as well as all digital mail delivered to the Client or processed on its behalf under this Agreement. The Farm agrees to comply with all legal requirements relating to the confidentiality and handling of mail. However, in the event of any violation of those requirements, the Client’s sole recourse will be against The Farm or its members, managers, employees, contractors, representatives, or agents. the Client further understands and agrees that The Farm may cooperate with law enforcement and governmental authorities and may be required, or deem it necessary, to disclose the Client’s confidential information in response and only share if there is a subpoena, order, demand, or other request.
12.4 Exceptions: Confidential Information does not include information that is:
12.5 Return or Destruction: Upon termination of this Agreement, The Farm shall, at the Client’s written instruction, return or destroy all Confidential Information in its possession.
13. TERMINATION
13.1 Termination for Cause: Either Party may terminate this Agreement immediately if the other Party:
13.2 Effect of Termination: Upon termination for cause or otherwise, The Farm shall:
14. INDEPENDENT CONTRACTOR RELATIONSHIP
The Parties acknowledge that The Farm is acting as an independent contractor. Nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture, fiduciary, or agency relationship between the Parties.
15. VERIFICATION
15.1 Each individual or entity that desires to receive physical mail addressed to them at the Client’s mailing address must provide legal verification of identity in accordance with all applicable requirements for the Client, the proposed mail recipient, and/or the jurisdiction or location where the physical mail will be received. Without limiting the generality of the foregoing, the Client must be prepared to provide all required or reasonably requested personal identification documents (where the proposed addressee is an individual) or corporate/business documents (where the proposed addressee is a company, business, or other entity). the Client understands that this verification process may take up to five (5) business days once all necessary documents have been supplied.
15.2 Unless prior arrangements have been made, The Farm shall only be obligated to accept mail or packages delivered by commercial carrier services that require a signature from The Farm as a condition of delivery. the Client must accept and sign for all mail and packages upon The Farm’s request.
16. GENERAL PROVISIONS
16.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles.
16.2 Dispute Resolution: Any disputes arising under this Agreement shall be resolved through [mediation/arbitration/litigation] in New York County, New York.
16.3 Amendments: This Agreement may only be amended in writing and signed by both Parties.
16.4 Entire Agreement: This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements or understandings, whether written or oral.
16.5 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
16.6 HIPAA; Privacy Laws:
the Client understands that The Farm and its Operators are obligated to comply with applicable laws and regulations regarding the handling of protected or confidential information. the Client acknowledges and agrees that:
By executing this Agreement and using the Services, the Client gives express authorization and consent for The Farm to receive, process, and handle all of the Client’s mail, including any mail that may contain health and healthcare-related information protected under the U.S. Health Insurance Portability and Accountability Act of 1996 (HIPAA), 42 USC 1320d and 45 CFR 160-164, as well as all other applicable Federal, State, Commonwealth, EU, or other territorial privacy laws that may apply to the Client or its jurisdiction. the Client further authorizes The Farm to receive such protected information on its premises and process such data and information in accordance with the terms of this Agreement, on behalf of the Client, including any applicable executive or administrative orders issued by a governmental authority.
EXHIBIT A: SERVICE RATES
Rates may be updated in accordance with Section 3(c) of this Agreement.
FEES
The customer acknowledges that the CMRA incurs processing costs associated with the handling, forwarding, and storing of mail. These costs are included in the fees outlined in this agreement. The customer agrees to pay all fees for mail handling services and understands that these fees are subject to change at the public page of https://www.thefarmsoho.com/product/virtual-office/new-york-city/ prices located under the Virtual Office Basic plan that is billed month to month at the base rate of $75.00 per month, as well as the Client’s pricing for optional Services and Initial Action Item not included in or above the limits of the chosen subscription plan (collectively referred to as the “Fee Schedule”). The Fee Schedule applicable to the Client’s selected Services (as may be amended from time to time by The Farm) is hereby incorporated into this Agreement by reference.
All fees for Services are subject to change at any time, and once paid, they are non-refundable. the Client can view the then-current Fee Schedule at any time by accessing the section of The Farm Site that contains the Client’s plan and pricing information, ensuring that the Client can always determine the fees for an Action Item before initiating a request, as well as the fees for any subscription renewal, extension, or upgrade of the Services.
the Client will also be solely responsible for the payment of any and all federal, state, local, or foreign taxes, tariffs, VATs, or similar levies or fees imposed in connection with the use of the Services and the performance of this Agreement. the Client agrees to promptly pay (or, if applicable, reimburse The Farm or its Operator for) any such amounts imposed on the Client.
It is the Client’s responsibility, and a condition for continued access to and use of the Services, to make timely payment of all fees for Services purchased under the Client’s account.
the Client understands and agrees that The Farm reserves the right, at any time and without liability, to modify the features and functionality of the Services. These changes may include, without limitation and by way of example only, the addition or removal of Action Items or adjustments to the fees charged for certain features of the Services.
The Farm will use commercially reasonable efforts to provide the Client with prior notice of any such changes made during the Term of this Agreement. If the Client does not agree to any changes, the Client’s sole course of action will be to stop using the Services and terminate this Agreement in its entirety.
ACTION ITEMS
(a) Initial Action Items
Once an Operator has received an item of the Client’s mail, the Client can then direct the Operator via the Services to perform certain initial actions (each, an “Initial Action Item”), for which the Client will be charged the applicable fee set forth in the Fee Schedule (defined below). Each Operator will determine (in its sole discretion) which Initial Action Items to offer to its clients, and neither The Farm nor its Operators will have any liability for an Operator’s failure to offer certain Initial Action Items, or for any changes to its Initial Action Items that may occur from time to time. The Initial Action Items may include any or all of the following, and while their availability from a particular Operator may be indicated via the information provided by the Services to the Client, the Client will be solely responsible for confirming that its chosen Operator offers all of the Initial Action Items that the Client may require during the Term hereof:
(b) Subsequent Action Items
Once an Operator has performed any of the Initial Action Items listed above that result in the Client being provided with additional information about the nature or contents of an item of the Client’s mail, the Client will have the option to further direct the Operator via the Services to perform certain additional actions (each, a “Subsequent Action Item,” and together with the Initial Action Items, collectively, the “Action Items”), for which the Client will be charged an additional fee as set forth in the Fee Schedule. As with Initial Action Items, each Operator will determine (in its sole discretion) which Subsequent Action Items to offer to its clients, and neither The Farm nor its Operators will have any liability for an Operator’s failure to offer certain Subsequent Action Items, or for any changes to its Subsequent Action Items that may occur from time to time. In general, Subsequent Action Items are expected to include the following:
(c) the Client Inaction
Where the Client’s Initial Action Item is to request that the internal contents of an item of mail be scanned, once the scanned item becomes available in the Client’s Mailbox, the Client will then have ten days in which to select a Subsequent Action Item. If the Client fails to select a Subsequent Action Item within such 10-day period (the “Next Action Period”), then the Client may, at the Operator’s discretion or pursuant to the Operator’s terms, begin to incur storage fees for the continued storage of the physical item of mail. Additionally, if the Client has not selected a Subsequent Action Item prior to the expiration of the Next Action Period, the Operator will have no obligation to retain and continue to store the physical item of mail and may elect to destroy (by shredding or other reasonably secure means) any such item of scanned mail. For clarity, an Operator will have no liability to the Client whatsoever for any physical item of mail that has been opened and scanned by the Operator, where the Client fails to specify a Subsequent Action Item prior to expiration of the Next Action Period applicable to such item of mail.
(d) the Client Responsibility
the Client understands and agrees that any decision to provide, terminate, or modify an Action Item will be made by an Operator in its sole discretion, and The Farm makes no assurances or warranties about the nature or extent of the Action Items that may or may not be available from an Operator at any time during the Term. the Client is and will at all times be solely responsible for Action Item requests and other instructions to perform Services, and the Client will be responsible for payment of all fees and expenses associated therewith. Neither The Farm nor any Operator will be responsible (whether to the Client or to any third party) for items that are recycled or shredded as a result of the Client’s request or direction, or for the results of any other Action Items that are taken pursuant to the Client’s instructions. By using the Services to request performance of any Action Item, the Client is giving its express and legally binding authorization to The Farm and its Operators to perform such Action Items. Without limiting the foregoing, the Client understands and agrees that it will be solely responsible for confirming and ensuring that an Operator has the complete, up-to-date, and accurate information required for the Operator to perform any Subsequent Action Item requested by the Client.
ADDITIONAL SERVICES
From time to time during the Term of this Agreement, The Farm may expand or modify the Services by offering new, additional, or modified products or services (“Additional Services”). Occasionally, these Additional Services may be subject to additional terms and conditions of use (“Additional Terms”). The Farm will present any such Additional Terms when introducing the applicable Additional Services.
Unless the Additional Services are optional (in which case the Client will be required to separately accept the Additional Terms before using these optional Additional Services), any Additional Terms introduced by The Farm will automatically be binding on the Client and will be deemed incorporated into this Agreement by reference.
If the Client does not agree to the Additional Terms, the Client’s sole recourse will be to terminate this Agreement and cease all use of the Services.
Mail Handling and Forwarding Instructions:
The customer agrees to provide written instructions regarding the handling of their mail, including whether they wish to have mail forwarded or picked up. These instructions should be provided to the CMRA no later than 7 days after receipt of the mail. Failure to provide such instructions will result in the CMRA determining the appropriate action based on the services available.
The customer understands and agrees that there may be associated costs for these services, including but not limited to processing costs, postage, mail forwarding fees, and any additional charges related to mail pickup or forwarding, as indicated in EXHIBIT A. These charges will be outlined in the attached price list and agreed upon by both parties.
The CMRA reserves the right to update pricing for these services, as listed on the page https://www.thefarmsoho.com/product/virtual-office/new-york-city/ under the Virtual Office Basic plan and additional services. If the CMRA increases or decreases prices under that subscription service, the pricing model will dynamically be updated in accordance with the website’s publicly listed pricing.
