TERMS AND CONDITIONS
Incorporated into and made part of the Membership and Membership Agreement
I. Additional Definitions
1. “Access”: Access to the Office Spaces is unlimited, subject to Building Rules and Regulations, or other limitations required by law or uncontrollable circumstances.
2. “Building”: The Building in which the Office Spaces are located.
3. “Building Rules and Regulations”: Any rules or regulations imposed by the owner and/or manager of the Building.
4. “Common Areas”: All areas of the Premises made available on a first come first serve basis for use by community at the discretion of Licensor staff.
5. “Community Manager”: Shall mean the community manager designated by the Licensor responsible for the day to day management of the Premises. Community Manager shall also refer to any non-custodial Licensor staff.
6. “Conflict Resolution”: In the event of any dispute relating to the Membership Agreement, the parties hereto waive the right to trial by jury. The parties further agree to the resolution of all such disputes through single panel arbitration conducted by the American Arbitration Association, on an expedited hearing basis. The location of any arbitration hearing shall be in the State of New York, County of New York, under the supervision of the New York City offices of the American Arbitration Association. All costs and fees, including reasonable legal fees, shall be borne by the non-prevailing party in any such proceeding. The Licensee hereunder further agrees to email service of all arbitration filings, including any arbitration demands, at the email address set forth at the outset of this Membership Agreement.
7. “End Date”: The final date of Use contemplated by the License Agreement, provided that unless Notice of intention to vacate the Unit is transmitted not less thirty (30) days before the End Date in the case of any month-to-month membership, or sixty (60) days before the End Date in the case of all other memberships, the License will automatically renew at the Market Rate on a revolving month-to-month basis, until later terminated by either party hereto.
8. “Late Payment”: Any Membership Fee incurred and not paid on or before the tenth (10th) day of a calendar month after the start of a License. A Late Payment shall be assessed at the amount of ten percent (10%) of the Late Payment, however in no event will such amount exceed the maximum amount of interest that could be owed pursuant to the usury laws of the State of in which the Building and Premises are located.
9. “Lease”: The Lease between the Licensor and the owner of the Building.
10. “License”: A non-transferable right to access the Premises, upon the terms set forth at the outset of the Bond Collective Membership and Membership Agreement. The License conveyed herein does not constitute an interest or right in real property, and is further fully subordinated to the Lease.
11. “Loss of Space”: Any losses incurred due to an inability to utilize the License, or access the Spaces. Licensor’s liability under this Agreement shall be limited to the month-to-month value of the Space(s) conveyed hereunder. In executing this Agreement, the parties agree that the value of the Licensee’s rights hereunder are difficult to ascertain and/or measure, therefore the parties agree that the value of the Licensee’s monthly Space rights is an appropriate valuation of all liquidated and consequential damages that may arise hereunder relating to loss of any rights associated herewith. Nothing herein shall limit the Licensor’s ability to recover from Licensee for any negligence, breach, or tort.
12. “Membership Agreement”: The Membership and Membership Agreement entered into by the parties hereto, including all incorporated Terms, Conditions, Guidelines, and Authorization (as the same may be Updated from time to time at Licensor’s discretion, following email notice), and any and all other written agreements entered into by the parties hereto relating to the subject matter of the License.
13. “Membership Fee”: The sum agreed to by the parties in the Membership Agreement (or per diem portion thereof then owed), payable on or before the first (1st) day of each calendar month.
14. “Notices or “Notice”: Notices shall be deemed duly delivered to Licensee under this Agreement if emailed to the address set forth at the outset of this Membership Agreement.
15. “Personal Property”: All property of the Licensee stored or located within a Space or stored within the Premises pursuant to your License.
16. “Premises”: The Licensor establishment defined in outset of this Membership Agreement.
17. “Security Deposit” or “Deposit”: The Deposit defined at the outset of this Membership Agreement.
18. “Set-Up Fees: Licensee shall be responsible for a set-up fee for coworking, dedicated coworking desk, and for a private office upon the execution of this Agreement, all as identified in the License Agreement. Additional set up fees may apply for technology or security access. Any Set-Up Fee may be waived by Licensor and in said event shall be deemed a Waived Fee.
19. “Space(s)”: Unit(s) equipped with lighting, power, data and with a locking door (a private office) or without a locking door (a coworking desk), allocated to Licensee on a “first-come first-serve” basis based on availability, and thereafter reserved for Licensee’s exclusive use throughout the duration of the License, subject to Licensor’s right to relocate the Licensee to a Space of comparable size and nature upon reasonable Notice. The specific Unit allocated to the Licensee is defined at the outset of this License.
20. “Termination”: This License and the Membership Agreement may be terminated at any time by either Party, upon Notice, in the event of the material breach of this Agreement by the other Party. Licensee’s sole remedy in the event of the termination of the Agreement by Licensor shall be the repayment of any apportioned per diem Membership Fee payments paid in advance by Licensee relating to the Use of the Spaces subsequent to Licensor’s Termination of the License and Membership Agreement.
21. “Update”: The “Terms and Conditions”, “Definitions” and “New Member Guide” sections of this License may be updated from time-to-time by way of email notice to the address listed in the Membership Agreement. Upon transmission to such address, and the passage of ten (10) business days from the date thereof without written objection from Licensee, the Update(s) will be deemed accepted.
22. “Use”: All Use of the Premises will be limited solely to office use and associated facilities, and all invitees of Licensees/associated Licensee Members will be dressed in business casual or other attire acceptable to Licensor staff at-all-times. The audible threshold of the License permitted to the Licensee shall be no more than eighty decibels (80 Db). The Licensee shall not be permitted to broadcast telephonic, music, radio, or other media through external speakers, except within its Space or a conference room.
23. “User”: An authorized user under the License, such as an employee, agent, visitor, or contractor engaged by the Licensee.
24. “Waived Fee(s)”: Any Membership Fee, Setup Fee, Tech Set Up Fee, Space Improvement Fee, Monthly Rent in an amount less than the Market Rent, waived rents, or other fee waived by Licensor at the outset of this Membership Agreement.
II. Financial Matters
1. Membership Fees: Upon execution of this Agreement, Licensee will pay the Security Deposit, and first month of the Membership Fee, and the Set-Up Fees or Additional Fees, if applicable. The Security Deposit will not be held in an interest bearing segregated account, but rather may be comingled with the Licensor’s other funds. Any late payments will automatically incur a Late Payment Fee.
2. Other Fees: In addition to the Membership Fees, Licensee will pay all other costs incurred and invoiced to you on a monthly basis by the Licensor including, but not limited to, excess copy fees, supplemental conference room fees, data storage fees, additional set up fees, membership identification and key card fees, concierge fees, and any other fees agree to or incurred by You in connection with your use of the License, or the facilities associated therewith.
3. Changes in Fees: The Licensor reserves the right to increase non-membership fees from time to time, at Licensor’s sole discretion, or make any other Update, upon thirty (30) days’ written notice to Licensee. In the event of such an increase, Licensee’s sole remedy shall be to terminate the License.
4. Waived Fees: In the event that Licensee terminates this Membership Fee prior to the End Date, or otherwise breaches the Membership Agreement, all Waived Fees shall, at Licensor’s sole election, become immediately due. In addition, the Licensee shall be responsible for the reimbursement of any and all costs incurred by Licensor in connection with this Agreement, including but not limited to, unrecovered brokerage fees paid by Licensor, apportioned through the date of early termination.
5. Start Date: Unless otherwise set forth at the outset of the Membership Agreement, the start date for the License shall be the date on which the Membership Agreement is executed by the Licensor and Licensee.
6. End Date: You will have Access to the Spaces and associated Common Areas, commencing on the Start date, through the End Date, unless sooner terminated by a Termination. Notwithstanding the foregoing, the Licensor shall have the unilateral right to terminate any License upon the End Date, whether or not Licensee has provided Notice of its intention to renew. Furthermore, Licensor shall be permitted to terminate this License at any time upon Licensee’s violation of this Agreement.
7. Office Space Unavailable: If, on the Start Date, the Licensor does not have adequate Space available, or in the event of a Loss of Space, the Licensor shall not be liable for any loss to Licensee, and Licensee’s sole remedy shall be to cancel this Agreement and demand a refund of its Security Deposit and any amounts prepaid.
8. Compliant Use/Subordination: The Licensee will only use the Spaces in accordance with the defined Use. The Membership Agreement shall be fully subordinate to the Lease and the Building Rules and Regulations.
9. Furniture: Licensee will not install any fixtures, or move any furniture, into the Building or the Offices without first obtaining the Licensor’s express written consent. Additional fees may apply.
10. Modifications: Licensee will not make any modification to any component of the Spaces or the Premises without Licensor’s express written consent. Any modifications undertaken by Licensor to prepare the Unit for Licensee’s use which are not charged to Licensee shall be deemed a Waived Fee.
11. Use of Common Space: All Use of the Premises, and associated Common Areas, shall be at the sole discretion of the Licensor staff. Any determinations of the Licensor Staff relating to the use or enjoyment of the Premises, or the Spaces and Common Areas located therein, shall be deemed final.
12. Complaints: Any complaints by any Licensee relating to the Membership Agreement, the Premises, the Spaces, or Licensor’s conduct or determinations, must be timely lodged in writing, to the attention of Licensor Executive leadership via email at email@example.com, within ten (10) business days after said complaint or concern arose, or the Licensee shall thereafter be deemed to have forever waived any such complaint or concern as a defense to Licensee’s obligations under the Membership Agreement.
13. Termination: The Licensor may exercise its right to the Termination of this Agreement upon sixty (60) days’ written Notice to Licensee for any reason, and upon cause, and without Notice, if in the reasonable determination of Licensor, the Licensee is in material and non-curable default of the terms of this License. Upon Termination, the Licensee shall be permitted access to the Premises solely for the purpose of reclaiming its personal property. In the event of a Termination, Licensor shall be permitted to immediately redeploy the Licensee’s offices for other use, including by other Licensee’s, subject to the requirements of the Personal Property provisions below.
14. Personal Property: The Licensor will use it best efforts to ensure the safety and security of the Licensee’s Personal Property. In the event of the theft, loss, damage, or destruction of the Licensee’s Personal Property, the Licensor will use its best efforts to seek to indemnify and offset Licensee’s losses, if any, through the Licensor’s insurer. Nothing contained herein shall be deemed a warranty securing the integrity or well-being of Licensee’s Personal Property, nor shall the Licensor maintain any independent liability for the loss or destruction of Licensee’s Personal Property, except in the instance of Licensor’s gross negligence or intentional misconduct. In the event of a Termination, Licensor shall be permitted to remove Licensee’s Personal Property from the Offices and store the same in a secure manner in accordance with Licensor’s reasonable discretion. If any Licensor Personal Property remains unclaimed by Licensee following the End Date, then in said event, and following thirty (30) days’ Notice, Licensor shall be permitted to take possession of said Personal Property and dispose of the same in its sole discretion.
15. No Property Rights: To the fullest extent permitted by law, the Licensee agrees that this Agreement does not create a landlord-tenant relationship, and that the only rights conferred upon the Licensee is that of a terminable license. In addition, the Licensee acknowledges that it maintains no interest in real property through this Agreement, but merely a terminable month-to-month right license for use.
16. Illegal Activity: Licensee will not engage in any illegal, offensive or illicit activity in the Premises.
17. Hazardous Activity: Licensee will not engage in any activity that is hazardous or invasive to any other party in the Building, or will increase any insurance premium incurred by any occupant or licensee in the Building.
18. Access by Landlord: At all reasonable times, the Licensor and/or the Building Owner, or their agents, shall have access to any portion of the Premises for all reasonable purposes.
19. Services: All services provided to the Licensee under this Agreement are solely intended for the support of Licensee’s Use, and may not be sold, licensed, or assigned for any other purpose.
20. Press: Licensee may not publish or promote any public representation relating to the License without first obtaining Licensor’s express written consent. The Licensee agrees that in the event of a breach of this provision, Licensor would be irreparably harmed, and as a result would be entitled to seek injunctive relief. Licensee hereby assigns to Licensor the right to publish and/or advertise Licensee’s status as a Member.
21. Data and Storage: Licensee will not utilize the shared data storage systems, network systems, and internet services provided by Licensor for any purposes other than the ordinary conduct of Licensee’s business. Licensee will not store illegal or lascivious materials on Licensor’s servers. Licensee will not use the internet services provided by Licensor for any illicit of improper use, including, but not limited to, bulk electronic email transmission. Licensor may limit, or terminate, Licensee’s data and storage uses at any time, for any reason. Licensee acknowledges and agrees that in order to access and/or use the Licensor network and to use Licensor’s printers and other shared devices, Licensee must install drivers and software to be provided by Licensor to Licensee. Licensee agrees that Licensor shall not be held liable for any damage resulting to the computer systems, hardware, software, files, and business of Licensee, its agents, assigns, employees, affiliates and customers due to use and/or installation of said software/drivers, irrespective of negligence on the part of a third-party vendor or agent of Licensor. Licensee shall release Licensor from any claim or liability of and for Licensee, its agents, assigns, employees, affiliates and customers arising from and in conjunction with the use of said software and/or drivers and shall have access and use of said software and/or drivers as valuable consideration for said release. The Licensee hereby indemnifies the Licensor to the fullest extent permissible by law from all claims, actions, or liabilities incurred by the Licensor in connection with the Licensee, or its agents’, employees’, or invitees’, violation(s) of this provision.
22. Access Cards and Keys: Licensee shall receive a set of keys and/or an access card and/or an access code for use with the premises equal to the number of desks associated with Licensee’s License. Licensee shall be required to submit a list of authorized Users and “Contact Information Sheet” for each employee/user, agent, and invitee that will be using the premises. Additional sets of keys and/or access cards shall be provided to Licensee at an additional fee. Licensee acknowledges that it is Licensee’s responsibility to safeguard the keys and access cards provided and that Licensee’s negligence and/or failure to safeguard such card may constitute a breach of this Membership Agreement.
23. Mail: Licensee hereby designates Licensor as authorized agent for the receipt of mail, packages and any other parcels. This designation is applicable to all items sent to Licensee through all carriers, including but not limited to the United States Postal Service, The United Parcel Service (UPS), Federal Express, DHL, Couriers, and Airborne Express.
24. Changes in contact: You will promptly notify Licensor in the event of any change in your contact information.
25. Security Recording: In entering in to this Agreement, you hereby consent to Licensor’s video and audio recording of the Premises in the ordinary course of its security monitoring.
26. Signage: Licensee shall not display signage in the Building, the Premises, or the Spaces, without first obtaining Licensor’s express written consent.
27. Member Guide: The terms and conditions of the New Member Guide are made party hereof and incorporated herein in its entirety.
28. Licensor Liability: Licensor shall not be liable for any loss, liability or damage as a result of Licensor’s failure to provide all or any portion of the Space(s), Facilities, or other services contemplated hereunder as a result of but not limited to mechanical breakdown, strike, delay, failure of staff, severe storm or weather, any other unforeseeable event, or termination of Licensor’s interest in the Building.
29. Assignment: Licensee may not assign its rights under this Agreement without first having obtained Licensee’s express written consent, which may be withheld for any reason.
30. Insurance: Licensee, at its expense, shall maintain at all times during the term of this Agreement, insurance covering Licensee for property damage, injury to licensee, its agents, employees, or invitees, business interruption, prevention of or denial of use of or access to, all or part of the Premises or the Building, personal injury, and any other type of insurance which may cover any foreseeable problems which may arise due to the Licensee’s use of the Premises, in the amounts of one million dollars each occurrence and two million dollars for general aggregate liability. Licensor and Landlord shall be named as additional insureds via blanket endorsement on Licensee’s general liability insurance. Licensee shall provide proof of insurance upon Licensor’s request within 3 days of an existing and valid policy which meets these requirements. In the event Licensee fails to comply with this provision, Licensee’s use of the Premises shall be at its own, sole risk.
31. Animals: You may bring animals into the Premises only in accordance with the Lease, Building Rules and Regulations, Licensor’s pet policy (as may be changed from time to time), and/or applicable law. Any animals brought into the premises must remain quiet, adorable, and non-disruptive at all times.
32. Class Action Waiver: To the fullest extent permissible at law, YOU HEREBY WAIVE THE RIGHT TO PARTICIPATE IN ANY CLASS ACTION, AND AGREE TO LITIGATE ANY DISPUTE BROUGHT IN ANY FORUM SOLELY ON AN INDIVIDUAL BASIS. No proceeding will further be combined with any other, and You will not act as a lead plaintiff or otherwise in a plaintiff capacity in any class or collective action.
33. Conflict Resolution: All disputes between the parties hereto will be resolved by way of the preselected Conflict Resolution procedure set forth in the definitions section hereof. THE LICENSEE HEREBY WAIVES THE RIGHT TO TRIAL BY JURY.
34. Choice of Law: The terms of this Agreement shall be interpreted pursuant to the laws of the State of New York.
35. Updates: Any Update to this Agreement will be deemed effective on the fifth (5th) business day following transmission of such update to the Licensee. In the event of any objection by Licensee to any Update, Licensee’s sole remedy shall be to pursue the Termination of this Agreement, or to submit any such objection to Conflict Resolution.
37. Force Majeure: Neither party is 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 (with the exception of any obligations on Licensee’s part to pay any sum of money due Licensor hereunder, including, without limitation, the payment of the Membership Fee which shall remain unaffected by the provisions of this paragraph) as a result of any causes or conditions that are beyond such party’s reasonable control and which such party is unable to overcome by the exercise of reasonable diligence, provided that the affected party will use best efforts to resume normal performance.
38. Severability: If the application of any provision or provisions of this Agreement to any particular facts or circumstances shall be held to be invalid or unenforceable by any arbitrator or court of competent jurisdiction, then: the validity and enforceability of such provision or provisions as applied to any other particular facts or circumstances and the validity of other provisions of this Agreement shall not in any way be affected or impaired thereby; and (ii) such provision or provisions shall be reformed without further action by the parties hereto and only to the extent necessary to render such provision or provisions valid and enforceable when applied to such particular facts and circumstances.
39. No Third-Party Beneficiaries: This agreement and nothing express or implied herein is intended to confer, nor shall anything herein confer, upon any person other than the parties and their respective successors any rights, remedies, obligations or liabilities whatsoever.
40. Brokers: The parties hereto warrant and represent to each other that they have not dealt with any broker or finder in connection with this Agreement except as set forth at the outset of this Agreement.
41. Failure of any services: Licensor shall provide as a courtesy, access to photocopy machine as described herein (subject to the terms hereof), access to the internet as defined herein, conference room, use of security cameras, and protection of the Premises using a digital key Card or key pad. Licensee agrees and acknowledges that Licensor shall not be liable for the failure or inaccessibility of any of the services and/or facilities set forth herein as well as any other services and/or facilities or accommodations.
42. Guests, Employees, Agents, and Invitees: Licensee is responsible for the actions of all persons that Licensee, its agents, assigns or guests allow to enter the Premises. Licensee, its agents, assigns, and guests acknowledge that at no time shall they allow a party unknown to them to enter the Premises, and that such action shall result in the immediate termination of this License.
43. Elevators: If applicable, Licensee acknowledges that the passenger elevator may only be used for deliveries with consent given by Licensor upon request by Licensee, which shall not be unreasonably withheld. Licensee also acknowledges that carts dollies and other commercial freight items may not be used in the passenger elevator. Licensee further acknowledges that such deliveries and the use of dollies, carts and other commercial freight items can only take place using the Freight elevator. Freight hours have to be scheduled with Licensor staff in advance and may incur additional cost that can be found in the community guidelines.
44. Confidentiality: All terms and conditions of the License (including, without limitation, pricing related information) as well as any other information disclosed by one party to the other but not generally known to the public, will be deemed confidential information, except as otherwise provided herein or unless required to do so by law or an official authority. Each party agrees to hold all confidential information of the other party in strict confidence and to take all reasonable precautions to protect such confidential information (including, without limitation, all precautions the receiving party employs with respect to its most confidential materials). Each party acknowledges that any disclosure or unauthorized use of confidential information will constitute a material breach of this Agreement and cause substantial harm to the other party for which damages would not be a fully adequate remedy. In the event of any such breach, in addition to other available remedies, the disclosing party shall have the right to obtain injunctive relief (without being required to post any bond or other security). All terms and conditions of the License shall be deemed confidential information, except as otherwise provided herein.
45. Merger/No Oral Modification: This Agreement constitutes the entire understanding of the parties hereto with respect to the subject matter hereof, and replaces and supersedes all prior agreements. This Agreement may not be modified except by written agreement acknowledged by all parties hereto.
46. Waiver: No failure of any party to enforce any provision of this Agreement shall be deemed a waiver of any right.
47. Survival: All provisions of this Agreement that expressly survive the Agreement, or could be reasonably interpreted to be intended to survive, shall survive the termination of this Agreement. In the event any provision of this Agreement is found to be illegal or unenforceable, the remaining provisions of the Agreement shall survive unimpaired to the fullest extent possible.
48. Costs, Fees, and Expenses: Licensee agrees to pay all reasonable costs and fees, including attorneys’ fees, incurred by Licensor in connection with the enforcement of this Agreement.
49. Headings: The headings used herein are for convenience only, and are not intended to limit or otherwise qualify any provisions hereof.
Bond Collective Terms and Conditions
Version: February 12, 2018
Bond Collective (Coworkrs) License Agreement: View As PDF