TERMS & CONDITIONS
Acceptance of Terms
The services provided to the Member under this License are subject to the following Terms and Conditions. Subject to the notice requirements below, Licensor, the Association and/or the Facility reserve the right to update these Terms & Conditions at any time which can be found at the URL listed above. This License, once fully executed, does not create a tenancy, but a prepaid usage license to use the provided space, amenities, and resources of the Facility on a monthly or ongoing term basis.
THIS LICENSE PROVIDES SERVICES “AS IS” AS A SERVICE AND NOT AS A LEASE OF REAL PROPERTY, AND DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TO THE EXTENT PERMITTED BY LAW. THERE IS ALSO NO WARRANTY OF TITLE OR POSSESSION.
BY SETTING UP AN ACCOUNT AT MEMBERS.PLEXPOD.COM YOU ARE ACKNOWLEDGING AND ACCEPTING THE TERMS & CONDITIONS OF THE LICENSE, INCLUDING THE TERM SCHEDULE AND GUIDELINES & POLICIES. THIS LICENSE BECOMES ACTIVE AND APPLICABLE, ONCE APPLICATION IS ACCEPTED AND APPROVED BY LICENSOR. ADDITIONALLY, MEMBERS ARE REQUIRED TO SIGN THIS LICENSE AGREEMENT ACKNOWLEDGING AND ACCEPTING THE TERM SCHEDULE AS DESCRIBED.
Description of Services
Subject to the Term Schedule, Licensor shall provide you with access to office space, furniture, internet access, conference and meeting space, knowledge resources, and other services (collectively, “Services”). Plexpod retains the right to adjust Services and Fees (as defined below) at any time, however Fees for the Premises will remain constant throughout the Initial Term, unless otherwise noted in the Term Schedule. Licensor retains the right to refuse anyone access within the guidelines of our Equal Opportunity Policy (www.plexpod.com/equal).
Licensor agrees to license to the Member as specified in the Term Schedule, and Member accepts from Licensor on behalf of the Association the Membership Type & Premises described in the Term Schedule in consideration of the following mutual covenants and conditions:
Legal Status. A Member shall be a Member of the Facility, by and on behalf of the Association, but shall have no legal right of ownership, management or control (other than the usage rights granted hereunder) in the Facility or Licensor. Further, this License does not create any legal right of ownership, management or control in the legal entity Plexpod, LLC or its affiliates.
Term. This License shall commence on the Commencement Date specified in the Term Schedule and continue until completion of the Initial Term, and thereafter automatically renew on a month-to-month basis, unless terminated by either Party by giving written notice to the other Party as outlined in the Term Schedule.
Monthly Base Fee. Member shall pay the Monthly Base Fee listed in the Term Schedule, subject to the following:
Additional Fee. Member shall also pay as additional fees all such other sums of money as may become due from and payable under this License (“Additional Fee”).
Base Fee Adjustment. Any Base Fee Adjustment shall be calculated and paid as follows:
For each Calendar Month (as hereinafter defined) during the Term, Member is allocated usable scheduled hours and access to Resources (e.g., Meeting Rooms, Print|Copy|Scan Services, Front Desk Services, etc.) as described in the Term Schedule. Once allocated resources are used or consumed fully, Member agrees to pay to Licensor, as Additional Fee, the hourly or per unit published rate for additional use of designated resources. Any resource not allocated to Member as usable scheduled hours in each Calendar Month as described in the Term Schedule will incur a standard fee associated with said Resource.
Licensor shall furnish to Member an invoice describing the actual use of Resources each Calendar Month at the conclusion of each month.
Member's obligation to pay any and all Additional Fees under the License will continue and will cover all periods up to the Expiration Date of the Term. Member's obligation to pay any and all Additional Fees, including, without limitation, any Base Fee Adjustment will survive any expiration and/or termination of the License.
The Monthly Base Fee as specified in the Term Schedule cannot be increased during the Initial Term.
Payment of Fees.
The Monthly Base Fee, the Additional Fee and the Base Fee Adjustment Fee shall be referred to herein as a “Fee” or the “Fees”. ACH payments shall be the preferred method of payment of all Fees. Any payment made in a manner other than ACH payment shall be charged a three (3) percent processing fee in addition to the original payment amount.
Any Fee that is not paid within five (5) business days from its invoiced due date shall be deemed delinquent and Member shall pay a late charge equal to five percent (5%) of the amount of the Fee amount. Member acknowledges that such late charge is intended to partially compensate Licensor for its additional administrative expenses and/or other expenses incurred in handling delinquent payments and that such expenses are not readily ascertainable. In addition thereto, interest shall accrue and be owed as an Additional Fee on all delinquent payments owed by Member at a rate of ten percent (10%) per annum, accruing from the original due date of the Fee; provided, however, interest owed shall never exceed the maximum lawful rate of interest chargeable in the state where Licensor is located. In all circumstances, Member shall pay to Licensor all costs of collection of the Fees owed under this License including reasonable attorney fees. In the event a Fee is based by banking transaction (i.e., ACH, credit card, debit, wire) and such transaction is dishonored (i.e. insufficient) for any reason, such Fee shall be deemed unpaid as of the original due date and Member shall pay, in addition to any other fees owed, a dishonored transaction fee in the amount of Fifty Dollars (50.00).
All obligations to pay any Fee under this License shall survive the termination of this License.
Onboarding Fee. Simultaneously with Member's execution and delivery of the signed License, Member shall deposit with Licensor an onboard fee in the amount set forth on the Term Schedule. Licensor shall retain the onboarding fee as security for the performance by Member of all of its License obligations. The onboarding fee shall not bear interest. Licensor may commingle the onboarding fee with other funds. If Member at any time fails to perform any of its obligations under this License, Licensor, at its option, may apply the onboarding fee (or any portion) to cure Member's default or to pay for alterations or damages caused by Member. Licensor shall refund to Member any unused portion of the onboarding fee within 90 days.
Improvements or Alterations to Member’s Premises; Access to Facility. Any improvements to the Member’s Premises to be made by the Facility prior to the Commencement Date are set forth in the Term Schedule. Member must reverse and/or remove any alterations (e.g. painting, signage, nail holes, wiring, cabling, lighting, mounts, etc.) to the Premises, and restore the Premises to its original condition at Member's sole expense by the termination date of this License. Member shall provide the following:
Access by Licensor personnel to the Member’s Premises at all reasonable times without undue interruption.
Access by Emergency services on call (as available by local emergency services) at all times.
Maintain Member’s area of the Facility in good condition as is presentable to other members and guests.
Excessive janitorial services required by the Member’s Premises.
Utilities. Licensor will pay for the provision of utilities, including electric, water, gas, trash removal, and fiber cabling for Internet access, used by and/or serving the Facility. Member agrees to reasonable daily consumption of these services and to provide ongoing oversight of those in their employ as to appropriate and responsible consumption. Excessive consumption for any reason may result in Additional Fee payable under this License, and/or be considered basis for termination of the Member's License.
Common Areas. During the Membership Term, Licensor grants Member a non-exclusive license to use and occupy in common with others so entitled those areas that may be designated from time-to-time as common area or resource areas of the Facility, including but not limited to, corridors, stairways, elevators, restrooms, lobbies, lounges, enclaves, entranceways, parking areas, service roads, sidewalks or other amenity spaces (collectively the “Commons”), subject to the terms and conditions of this License. Exclusive-use of any Common Areas for any period, by a Member, must be approved and scheduled in advance, and shall include Resource Fee for said use.
Keys, Locks, and Fobs. Member may be furnished with keys (physical or electronic) for designated doors for directly entering the Premises and/or fobs (if applicable) for accessing the Facility. Additional keys or fobs will be furnished upon the request for an additional charge. All such keys or fobs shall remain the property of the Facility. Member shall not make, or permit to be made, any duplicate copies of keys or fobs provided by the Facility. Upon termination of this License, Member shall promptly surrender all keys and fobs in its possession for the Premises or the Facility and give to Licensor the explanation of the combination of any locks for safes, cabinets, and doors, if any, utilized at the Facility or Premises by Member. Lost or non-returned keys and fobs will result in a fee of 75.00 per key and $50.00 per fob for each occurrence.
Graphics and/or Signage. All way-finding and Notice signage throughout the Facility will be in the style of the Plexpod brand. Unique Member-branded signage is allowed and may be placed only within the Member’s premises or on the Member’s Door, with Licensor’s prior approval.
Parking. Available Member parking is set forth in the Term Schedule; for automobiles of its Employees, Patrons, and Guests. Special Event Space parking needs may require special instructions for parking and Members will be notified in advance from time to time.
Permitted Uses. Member shall use and occupy the Premises for the purpose specified in the Term Schedule and for no other purpose; provided, however, Member shall not occupy, or use, or permit any portion of the Premises to be occupied or used for any business or purpose which is unlawful, disreputable, or deemed to be extra-hazardous on account of fire, or permit anything to be done which would in any way increase the rate of fire or liability or any other insurance coverage on the Facility and/or its contents, cause the load upon any floor or ceiling/roof of the Facility to exceed the load for which it was designed or the amount permitted by law, or use electrical energy exceeding the capacity of the then existing feeders or wiring installations. Member shall further conduct its business and control its agents, employees, invitees, and visitors in such a manner as not to create any nuisance, or interfere with, annoy, or disturb any neighbor or the operation of the Facility. No food, soft drink, or other vending machine shall be installed within the Premises without the prior, written consent of Licensor. No cooking or food preparation is allowed on the Premises without prior approval of the Licensor's management or appropriate representative.
Laws, Regulations, and Rules of the Facility. Member shall comply with the Member Policies & Guidelines and all known applicable laws and ordinances relating to the use, condition, or occupancy of the Premises and all Common Areas, and all rules and regulations of all governmental authorities, and all insurance bodies at any time in force and applicable to the Premises or to the Member's use thereof. Member shall comply with the Policies & Guidelines as adopted or altered by Licensor from time to time for the safety, care, and cleanliness of the Premises, Facility, and Common Area and for preservation of good order. Any material breach of the Policies and Guidelines shall constitute an event of default hereunder, subject to any applicable notice and reasonable cure period. Licensor may revise the Policies & Guidelines in Licensor's discretion.
Member's Acceptance and Maintenance of Premises; Licensor's Duties and Rights.
Member's occupancy of the Premises is Member's representation to Licensor that Member has examined and inspected the same, finds the Premises to be as represented by Licensor and satisfactory for Member's intended use, and constitutes Member's acceptance of the Member Premises in "as is" condition. Licensor makes no representation or warranty as to the condition of the Premises. All move-in activity of Member shall be subject to the Policies & Guidelines. During Member's move-in, a representative of Member must be on-site with Member's moving personnel to ensure proper treatment of the Facility and the Premises, and Member shall provide Licensor no less than seventy-two (72) hours prior notice of such move-in date. Any specialized move-in must be coordinated with Licensor’s management. Member must properly dispose of all packing material and refuse in accordance with the Policies & Guidelines. Any damage or destruction to the Facility or the Member Premises due to moving will be the sole responsibility of the Member. Such damage will result in an Additional Fee to remedy the damage.
Member shall deliver at the end of this License each and every part of the Member Premises in good repair and original condition. The delivery of a key and/or fob and other such tender of possession of the Member Premises to Licensor or to an employee of the Facility shall not operate as a termination of this License or a surrender of the Member Premises except upon written notice. Member shall: (i) be responsible for repairs and replacements to the Member Premises or Facility needed because of Member's or Member's employees or guests misuse or primary negligence, including, without limitation, any repair due to clogged or blocked plumbing due to the insertion of inappropriate substances; (ii) repair and replace special equipment or non-standard equipment, appliances, paint, and wall damage, or decorative treatments installed by or at Member's request and that serve the Premises; (iii) not commit waste; and (iv) be responsible for low voltage lines, including data lines and phone lines, existing in and serving the Premises.
Member shall keep the Premises and the Facility free from any liens arising out of any work performed, materials furnished, or obligations incurred by or on behalf of Member. Should any claim of lien or other lien be filed against the Premises, the Facility or the Licensor by reason of any act or omission of Member or any of Member's agents, employees, contractors, or representatives, then Member shall cause the same to be canceled and discharged of record by bond or otherwise after Member’s receipt of notice thereof. Should Member fail to discharge such lien within such ten (10) day period, then Licensor may discharge the same, in which event Member shall reimburse Licensor, on demand, as Additional Fee, for the amount of the lien or the amount of the bond, if greater, plus all administrative costs incurred by Licensor in connection therewith. The remedies provided herein shall be in addition to all other remedies available to the Licensor under this License or otherwise. Member shall have no power to do any act or make any contract that may create or be the foundation of any lien, mortgage, or other encumbrance upon the reversionary or other estate of association, or any interest of association in the Premises. NO CONSTRUCTION LIENS OR OTHER LIENS FOR ANY LABOR, SERVICES, OR MATERIALS FURNISHED TO THE PREMISES SHALL ATTACH TO OR AFFECT THE INTEREST OF THE LICENSOR IN AND TO THE PREMISES OR THE FACILITY. Without limiting the foregoing, no lender or other creditor who provides funds for the procurement of materials, services or labor shall be entitled to a lien or any other interest in the Facility or the Premises as a consequence of alterations or improvements being made to the Premises or the Facility by the use of such funds.
Notwithstanding anything to the contrary set forth above in this Section, if Member does not perform its obligations in a timely manner as set forth in this License, commencing the same within ten (10) business days after receipt of notice from Licensor specifying the work needed and thereafter diligently and continuously pursuing completion of unfulfilled maintenance obligations, then Licensor shall have the right, but not the obligation, to perform such maintenance, and any amounts so expended by the Facility shall be paid by Member to the Facility within thirty (30) days after demand, with interest at the maximum rate allowed by law accruing from the date of expenditure through the date paid.
Except for repairs, maintenance, improvements, and replacements that Member must make, the Facility's failure to make such repairs on behalf of the Member shall not relieve Member of the obligation to pay all Fees due under this License. Repairs or replacements required under this Section shall be made within a reasonable time (depending on the nature of the repair or replacement needed) after receiving notice from Member or Facility's having actual knowledge of the need for a repair or replacement.
Care of Premises. Member shall not commit or allow any waste or damage to be committed on any portion of the Premises, and at the termination of this License, Member shall deliver possession of the Member Premises to Facility in as good condition as at date of possession by Member, or as the same may have been improved during the term. Any damage to the facility MUST be reported to the Licensor immediately.
Substitute Space and Services. Licensor reserves the right to substitute other comparable space or service due to any event resulting in existing space or service becoming unavailable, but in no event shall the Facility be responsible for any lost profits or revenue resulting from such move.
Peaceful Enjoyment. Member shall have the right to peacefully occupy, use, and enjoy the Premises during the Membership License Term, subject to the terms and conditions of this License, provided Member pays its Fees and other sums herein required to be paid by Member and performs all of Member's covenants and agreements herein contained.
Right of Entry. Licensor or its agents or representatives shall have the right to enter into and upon any part of the Premises at all reasonable hours to inspect the same, clean or make repairs, alterations or additions thereto, as Licensor may deem necessary or desirable. Licensor further: i) reserves the right to show the Premises to anyone during business hours with reasonable notice to Member, ii) reserves the right to take possession of any space vacated by a Member prior to the completion of the membership term or cancellation period. Licensor’s right to take possession, due to Member vacating the Member premises prior to the end of the cancellation period, does not release the Member from its obligations of this License.
Limitation of Liability. Licensor's liability to Member shall be limited as follows:
In no event shall Licensor or Licensor's agents, employees, or contractors be liable or responsible to Member for lost profits, business interruption, or any other type of incidental, consequential, or special damages caused by the making of repairs or alterations to the Premises, the Facility, or Common Area, the negligence or actions of any other member or invitee within the Facility, failure to provide or interruption of services, failure to make repairs, injury to person or property, or otherwise, even if previously advised of the possibility of such losses. Member shall be responsible for the security of the Member Premises at all times.
All separate and personal liability of Licensor or any partner thereof of every kind or nature, if any, is hereby expressly waived by Member, and by every person now or hereafter claiming by, through, or under the Member; and Member shall look solely to Licensor’s interest in the Facility and the proceeds of any insurance maintained by Licensor in connection with the Facility for the payment of any claim against Licensor.
Defaults and Licensor's Remedies.
Each of the following occurrences shall be an "Event of Default" under this License:
Payment Default. Member's failure to pay Fee within five (5) calendar days of when due;
Intentional Default. In the event that Member engages in any intentional action which violates the spirit and letter of this License, as otherwise outlined herein, including but not limited to any criminal action, any theft or misappropriation of property of another party, any verbal or physical inappropriate actions, whereby the Facility’s manager determines in its sole discretion not to be deserving of the cure rights set forth in subparagraph iii below, then such egregious conduct shall be grounds for an immediate non-curable default.
Other Defaults. Member's failure to perform, comply with, or observe any other Rule and Regulation, agreement, or obligation of Member under this License and the continuance of such failure for a period of more than ten (10) calendar days after Licensor has delivered to Member written notice thereof; and
Insolvency. The filing of a petition by or against Member (the term "Member" shall include, for the purpose of this Section, any guarantor of Member's obligations hereunder) (1) in any bankruptcy or other insolvency proceeding; (2) seeking any relief under any state or federal debtor relief law; (3) for the appointment of a liquidator or receiver for all or substantially all of Member's property or for Member's interest in this License; (4) for the reorganization or modification of Member's capital structure; or (5) in any assignment for the benefit of creditors proceeding; however, if such a petition is filed against Member, then such filing shall not be an Event of Default.
Upon the occurrence of an Event of Default, Licensor shall have all rights and remedies allowed at law or in equity; including, but not limited to, the following:
Termination of License. Terminate this License by giving Member notice thereof, in which event Member shall pay to Licensor the sum of (1) all Fee accrued hereunder through the date of termination; (2) all amounts due; and (3) an amount equal to the total Fee that Member would have been required to pay for the remainder of the agreed License Term(s) schedule;
Termination of Possession. Terminate Member's right to possess the Member Premises without terminating this License by giving written notice thereof to Member, in which event Member shall pay to Licensor (1) all Fee and other amounts accrued hereunder to the date of termination of possession; (2) all amounts due; and (3) all Fee and other net sums required hereunder to be paid by Member during the remainder of the Term. If Licensor elects to proceed, Licensor may remove all of Member's property from the Premises and store the same in a public warehouse or elsewhere at the cost of, and for the account of, Member, without becoming liable for any loss or damage which may be occasioned thereby. Licensor may reuse the Member Premises as Licensor in its sole discretion may determine. Reentry by Licensor in the Member Premises shall not affect Member's obligations hereunder for the unexpired Term; rather, Licensor may, from time to time, bring an action against Member to collect amounts due by Member, without the necessity of Licensor's waiting until the expiration of the Term. Unless Licensor delivers notice to Member expressly stating that it has elected to terminate this License, all actions taken by Licensor to dispossess or exclude Member from the Premises shall be deemed appropriate. If Licensor elects to proceed, Licensor may at any time elect to terminate this License;
Perform Acts on Behalf of Member. Perform any act Member is obligated to perform under the terms of this License (and enter upon the Premises in connection therewith if necessary) in Member's name and on Member's behalf, without being liable for any claim for damages therefor, and Member shall reimburse Licensor on demand for documented expenses which Licensor may incur in thus effecting compliance with Member's obligations under this License (including, but not limited to, documented collection costs and reasonable legal expenses), plus legal interest thereon;
Suspension of Services. Suspend any services required to be provided by Licensor hereunder without being liable for any claim for damages therefore; or
Alteration of Locks. Additionally, with or without notice, and to the extent permitted by applicable law, Licensor may alter locks or other security devices at the Premises to deprive Member of access thereto, and the Facility shall not be required to provide a new key or right of access to Member.
Upon any termination of this License, or upon any termination of the Member's right to possession without termination of this License, Member shall immediately vacate the Premises, remove all personal property, and deliver possession to the Facility. In the event personal property is not removed by Member, the Facility may, in addition to any other right provided to the Facility hereunder, charge Member reasonable amounts for storage of such personal property, even if the personal property is thereafter stored by the Facility in the Premises.
Any property which may be removed from the Premises by the Facility pursuant to the authority of this License or of law, to which Member is or may be entitled, may be handled, removed, or stored by Facility at the risk, cost, and expense of Member, and the Facility shall in no event be responsible for the value, preservation, or safe-keeping thereof. Member shall pay to the Facility, upon demand, any and all expenses incurred in such removal and all storage charges against such property so long as the same shall be in the Facility's possession or under the Facility's control. Any such property of Member not retaken from Facility by Member within sixty (60) calendar days after the end of the Term, however terminated shall be conclusively presumed to have been conveyed by Member to the Facility under this License as a bill of sale.
Upon any Event of Default, Member shall pay to the Facility all costs incurred by the Facility (including court costs and reasonable attorneys' fees and expenses) in (i) obtaining possession of the Premises, (ii) removing and storing Member's or any other occupant's property, (iii) repairing, restoring, altering, remodeling, or otherwise putting the Member Premises into condition acceptable to a new member, (iv) if Member is dispossessed of the Premises and this License is not terminated, relicensing all or any part of the Premises (including cost of member finish work, and other costs incidental to such relicensing), (v) performing Member's obligations which Member failed to perform, and (vi) enforcing, or advising the Facility of, its rights, remedies, and recourse arising out of the default. To the full extent permitted by law, the Facility and Member agree the federal and state courts of the state in which the Premises are located shall have exclusive jurisdiction over any matter relating to or arising from this License and the parties' rights and obligations under this License.
Failure of the Facility to declare any default or Event of Default immediately upon occurrence thereof, or delay in taking any action in connection therewith, shall not waive such default or Event of Default, but the Facility shall have the right to declare any such default or Event of Default and take such action as might be lawful or authorized hereunder, either at law or in equity.
All rights and remedies of the Facility are cumulative, and the exercise of any one shall not be an election excluding the Facility at any other time from exercise of a fee or inconsistent remedy. No exercise by the Facility of any right or remedy granted herein shall constitute or effect a termination of this License unless the Facility shall so elect by notice delivered to Member. The failure of the Facility to exercise its rights in connection with this License or any breach or violation of any term, or any subsequent breach of the same or any other term, covenant or condition herein contained shall not be a waiver of such term, covenant or condition or any subsequent breach of the same or any other covenant or condition herein contained.
No notice to Member shall be required prior to the exercise of any right or remedy of the Facility under this License except to the extent such notice is expressly required by this License or by law.
Holding Over. If Member retains possession of the Member Premises or any part thereof after the cancellation or termination of this License, Member shall pay Fee (including Base Fee and any Additional Fee) at 150% the rate payable on the month preceding such holding over computed on a daily basis for each day that Member remains in possession. In addition thereto, to the extent the Facility has a new member ready, willing and able to move into the Premises while Member is still in possession, Member will shall be liable for and pay to the Facility any direct claim or damages, consequential as well as direct, sustained by reason of Member's holding over.
Condemnation. If the Premises shall be partially taken or condemned for any public purpose to such an extent as to render a portion of the Premises unusable, the Fee shall abate as to the portion rendered unusable that would prevent or materially interfere with Member’s use of the Premises. In the event the whole of the Premises shall be so taken or condemned, this License shall terminate as of the date of taking of possession. All proceeds from any taking or condemnation of the Premises shall belong to and be paid to the Facility.
Damage or Destruction to the Premises.
If the Facility or Premises are damaged by fire or other casualty ("Casualty"), then Licensor shall repair and restore the Premises to substantially the same condition of the Premises immediately prior to such Casualty, subject to the following terms and conditions: (i) The casualty must be insured under the Facility's insurance policies, and the Facility's obligation is limited to the extent of the insurance proceeds received by the Facility. The Facility's duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds. (ii) The Facility's lender(s) must permit the insurance proceeds to be used for such repair and restoration. (iii) The Facility shall have no obligation to repair and restore any alterations or betterments within the Premises (which shall be promptly, and with due diligence, repaired and restored by Member at Member's sole cost and expense) or any furniture, equipment, trade fixtures, or personal property of Member or others in the Premises or the Facility.
The Facility shall have the option of terminating the License if: (i) the Premises are rendered wholly unusable; (ii) the Premises are damaged in whole or in part as a result of a risk which is not covered by the Facility's insurance policies; (iii) The Facility's lender does not permit a sufficient amount of the insurance proceeds to be used for restoration purposes; (iv) the Premises is damaged in whole or in part; or (v) the Facility containing the Premises is damaged (whether or not the Premises is damaged). If the Facility elects to terminate this License, then it shall give notice of the cancellation to Member within sixty (60) days after the date of the Casualty. Member shall vacate and surrender the Premises to the Facility within fifteen (15) days after receipt of the notice of termination.
Member shall have the option of terminating the License if: (i) the Facility has failed to substantially restore the damaged Facility or Premises within one hundred eighty (180) days of the Casualty (the "Restoration Period"); (ii) the Restoration Period has not been delayed by force majeure; and (iii) Member gives the Facility notice of the termination within fifteen (15) days after the end of the Restoration Period (as extended by any force majeure delays). If the Facility is delayed by force majeure, then the Facility must provide Member with notice of the delays within fifteen (15) days of the force majeure event stating the reason for the delays and a good faith estimate of the length of the delays.
Unless terminated, the License shall remain in full force and effect, and Member shall promptly repair, restore, or replace Member's trade fixtures, decorations, signs, contents, and any improvements to the Premises. All repair, restoration, or replacement shall be at least to the same condition as existed prior to the Casualty. The proceeds of all insurance carried by Member on its property shall be held in trust for the purposes of such repair, restoration, or replacement.
If the Premises are rendered wholly unusable by the Casualty, then the Fee payable by Member shall be fully abated. If the Premises are only partially damaged, then Member shall continue the operation of Member's business in any part not damaged to the extent reasonably practicable from the standpoint of prudent business management, and Fee and other charges shall be abated proportionately to the portion of the Premises rendered unusable. The abatement shall be from the date of the Casualty until the Premises have been repaired and restored, or until Member's business operations are restored in the entire Premises, whichever shall first occur. However, if the Casualty is caused by the gross negligence or other willful misconduct of Member or of Member's licensees, contractors, or invitees, or their respective agents or employees, there shall be no abatement of Fee.
The abatement of the Fee set forth above is Member's exclusive remedy against the Facility in the event of a Casualty. Member hereby waives all claims against the Facility for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any Casualty and any resulting damage, destruction, repair, or restoration.
Insurance. The Facility carries General Liability and Business Personal Property insurance. Its General Liability includes coverage to indemnify Member from the negligent acts and omissions of the Facility or of the Facility’s employees in, upon or at the Premises that result in damages, losses, claims, actions, liabilities, lawsuits, costs, and expenses, including, without limitation, reasonable attorneys' fees and loss of life, personal injury and/or damage to business personal property.
As a member, you are not required, but it is strongly suggested that you carry insurance coverage, including a policy similar to a “Renters Insurance” policy to cover your own equipment while using the Facility’s space. The Facility carries no insurance to cover your personal property and has no liability for any member’s personal property kept on the Premises. The following are insurance guidelines:
All insurance recommended to be maintained by Member under this Section shall (a) be issued by insurance companies licensed to do business in the state in which the Premises are located, (b) include the Facility as an additional insured, and (c) provide evidence of coverage (when applicable) to the Facility upon the date this License is executed or the date insurance is first obtained thereafter.
The Facility shall not be responsible for and shall not be obligated to insure against any loss of or damage to any of the Member's property described in this Section.
Anything in this License to the contrary notwithstanding, Member hereby waives any and all rights of recovery, claim, action, or cause of action against the Facility, its agents, officers, or employees, for any loss or damage that may occur to the Premises, or any improvements thereto, or to the Facility, or any improvements thereto, or any personal property of such party therein, by reason of fire, the elements, or any other cause to the extent that such rights of recovery, claim, action, or cause of action are or would be covered by insurance recommended under this License (regardless of whether or not the party encouraged to carry such insurance in fact carries such insurance), and the Member covenants that no insurer shall have any right of subrogation against such other party.
Regardless of any insurance coverage obtained, Member hereby indemnifies and holds the Facility harmless from and against any and all claims directly arising out of any negligent act or omission of the Member or of the Member’s employees or invitees in, upon or at the Premises, and in each case from and against any and all damages, losses, claims, actions, liabilities, lawsuits, costs, and expenses, including, without limitation, reasonable attorneys' fees and loss of life, personal injury and/or damage to property, arising in connection with any such claim or claims as described in this paragraph, or any action brought thereon.
Estoppel Letter. Member shall at any time, within ten (10) days after written request from Licensor, execute and deliver in form and substance satisfactory to the Licensor, or its designee, an estoppel letter certifying:
Commencement Date and the Expiration Date of this License;
Date to which Fee has been paid; and
Member has accepted the Member Premises and that, to Member’s knowledge, all improvements have been satisfactorily completed (or if not so accepted or completed, the matters objected to by Member).
Hazardous Substance. Member hereby agrees that (a) no activity will be conducted on the Premises or in the Facility that will produce any Hazardous Substance; (b) the Premises will not be used in any manner for the storage of any Hazardous Substances.
General Compliance; ADA. Member, at Member's sole expense, shall comply with all laws, rules, orders, ordinances, directions, regulations, and requirements of federal, state, county, and municipal authorities now in force or which may hereafter be in force, which shall impose any duty upon Licensor or Member with respect to the use, occupation, or alteration of the Member Premises, and Member shall use all reasonable efforts to fully comply with The Americans With Disabilities Act.
Commissions. Member represents and warrants that Member has dealt with and only with the Licensor’s representatives, in connection with this License, and Member hereby indemnifies and holds harmless the Facility and any representative employed by Licensor from any claims of any other broker(s) in connection with this License resulting from the actions of Member.
Assignment by Licensor. Licensor shall have the right to transfer and assign, in whole or in part, all its rights and obligations hereunder and in the Facility. In such event and upon such transfer, no further liability or obligation shall accrue against the assigning Licensor.
Assignment or Sublicense. Member may assign, with Licensor’s consent, this License to a corporate affiliate of Member at any time, provided that such assignment will not become effective until written notice is delivered to Licensor. In all other circumstances, Member may not assign or sublicence this License without Licensor’s consent, which shall not be unreasonably withheld, provided that Licensor shall have the right to require any assignee or sublicensee to assume in writing all License obligations as a condition of such consent. Except as otherwise permitted in this License, assignment or sublicense shall not permit Licensor to increase the Base Fee unless the scope of services change. Under no circumstances shall any guarantee be assignable without Licensor’s consent, which may be given at Licensor’s sole discretion.
Amendments. Except as otherwise provided for herein, this License may not be altered or amended, except by an instrument in writing, provided such amendments do not materially and adversely affect the interest of Member hereunder.
Binding Agreement. This License shall be binding upon and inure to the benefit of the successors and assigns of the Licensor, and to the extent assignment may be approved by Licensor hereunder, Member's successors and assigns.
Counterparts. This License may be executed by each of the parties hereto in separate counterparts with the same effect as if all parties hereto executed the same counterpart. Each such counterpart shall be deemed an original and all of such counterparts together shall constitute one and the same instrument.
Gender. The pronouns of any gender shall include the other genders, and either the singular or the plural shall include the other.
Governing Law. This License shall be governed, construed and enforced in accordance with the laws of the State where the facility premises reside.
Entire Agreement. This License and any Schedules or Exhibits attached hereto and forming a part hereof set forth the entire agreement between Licensor and Member.
Severability. The invalidity or unenforceability of a particular provision of this License shall not affect the other provisions hereof, and this License shall be construed in all respects as if such invalid or unenforceable provision were omitted.
Notices. All notices, requests, demands, tenders, and other communications under this License shall be in writing. Any such notice, request, demand, tender, or other communication shall be deemed to have been duly given when actually delivered, to the email address or physical postal address for each party set forth in this agreement..
Right of Way. Member grants the Facility right of way to add items pertaining to Facility infrastructure.
Compliance with Federal Law. Neither Member nor Member's principals is identified on the list of specially designated nationals and blocked persons subject to financial sanctions that is maintained by the U.S. Treasury Department, Office of Foreign Assets Control, and any other similar list maintained by the Office of Foreign Assets Control pursuant to any authorizing United States law, regulation, or Executive Order of the President of the United States, nor is Member subject to trade embargo or economic sanctions pursuant to any authorizing United State law, regulation, or Executive Order of the President of the United States.
Automatic Renewal Term. Member agrees to any renewal term as described in the Term Schedule of this License.
Option to Extend. Member shall have no right or option to renew the initial period of the License outside of the terms this agreement provides.
Confidentiality. Each Party acknowledges that it will be in possession of confidential information, the improper use or disclosure of which could have a material adverse effect upon the other Party. "Confidential Information" shall mean information, in whole or in part, that is non-public, confidential, or proprietary in nature. Confidential Information includes, without limitation, information about a Party’s business, sales, operations, know-how, trade secrets, business affairs, any knowledge gained through examination or observation of or access to the Facility or the Premises, computer systems and/or records, analyses, compilations, studies, or other such similar documents. The Parties acknowledge and agree that all information developed by them or provided to them or to their representatives under the License from time-to-time will be confidential and will not be disclosed to any person or entity not controlling, controlled by, or under common control with a Party without the consent of the Party whose confidential information is proposed to be disclosed. Each Party may disclose confidential information to such Party’s accountants, attorneys and similar advisors bound by a duty of confidentiality. This Section will not apply to information that is currently or becomes: (a) required to be disclosed pursuant to a Legal Requirement (but only to the extent of the Legal Requirement); (b) publicly known or available in the absence of any improper or unlawful action on the part of a Party; or (c) independently developed or known or available to a Party other than through a disclosure that would otherwise violate this Section.
Non-Disparagement. Member shall, during and after the participation in and use of the Services, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding the Facility, or any of the Facility's representatives, policies, services, or products, other than to comply with law.
Addendum(s). The provisions of any addendum(s) attached to this License or stating that such addendum(s) is to be considered a part of this License are hereby incorporated herein by reference.