Legal Agreement: Terms of Service
1 - DEFINITIONS
AGREEMENT DATE
shall mean the date the reservation is booked through the Service;
CANCELLATION TERMS
shall mean the Flexible Cancellation Terms described in the section entitled "Cancellation" below;
HOST
shall mean the Host and the Host’s email and address shall have the values set by the
Host in the Host’s Profile as of the Agreement Date;
“GUEST” OR "YOU"
shall mean the Guest and the Guest’s email and address shall have the values set by
the Guest in the Guest’s Profile as of the Agreement Date;
SPACE
shall be the Space the Guest reserves by booking a reservation through the Service;
MAXIMUM OCCUPANCY
shall be the value set by the Host in the Profile for the Space as of the Agreement Date;
BUILDING
shall be the Building in which the Space is located as set by the Host in the Profile for
the Space as of the Agreement Date;
TERM
shall mean the period of time beginning on the Start Date and ending on the later of
the End Date, if specified, or the Minimum Term number of months after the Start Date
of the reservation specified by the Guest and authorized by the Host;
FEES
DEPOSIT
shall be equal to the Monthly Charge for one month unless otherwise specified in the
House Rules by the Host as of the Agreement Date;
TAXES
shall be the taxes set by the Host and collected by the Marketplace Service on the Host’s behalf;
MARKETPLACE SERVICE
shall mean the LiquidSpace service.
2 -DIRECT AGREEMENT FOR SPACE
HOSTING (DASH) LICENSE
This DASH (Direct Agreement for Space Hosting) License (this “Agreement”) is made as
of the Agreement Date between the Host and the Guest for use of the Space located in
the Building.
The Host and Guest agree as follows:
LICENSE
Subject to the terms and conditions of this Agreement, the Host grants Guest a
non-transferable license to occupy and use the Space in the Building (the “License”)
during the Term and the Guest accepts such License.
TERM
The Term shall be the period of time that begins on the Start Date and ends on the later
of the End Date, if specified, or Minimum Term number of months after the Start Date.
If no Minimum Term is specified, the Minimum Term shall be one month.
HOUSE RULES
During the Term, the Guest agrees to accept the terms, conditions, and policies provided
by the Host relating to the use of the Space, including building security procedures, IT
access and use procedures, maximum occupancy limitations, specific state law
requirements and other terms or procedures provided by the Host (the “House Rules”)
above. The House Rules may be revised and amended by the Host without the prior
consent of the Guest; provided that Host shall provide Guest with notice of such
revisions and/or amendments. In the event of a conflict between this Agreement and
the House Rules, the House Rules shall govern and control.
PAYMENT
The Guest agrees to pay the Fees, Deposits, and Taxes for use of the Space to the
Host or to the Marketplace Service on behalf of the Host.
DEFINITIONS
Capitalized terms used and not otherwise defined in this Agreement or the Exhibit and
Schedules shall have the meanings set forth in the Section entitled "Definitions" below.
ENTIRE AGREEMENT
This Agreement (including the Exhibits) constitutes the entire agreement between the
Host and the Guest regarding the use of the Space and supersedes any prior agreements
between the Host and Guest relating to Guest's use of the Space.
3 HOUSE RULES
Guests
1. All guests for conference room meetings must be accompanied by the
member at all times.
2. Guests are not permitted to use the member printer.
Noise
1. Please keep conversations and phone calls to a reasonable level when
working in the shared workspace.
2. Feel free to use the phone booth or small conference room for conversations
if they are unoccupied, but once your call commences please return to your
workspace so that the spaces are available for others.
3. No music is to be played aloud in the space, use those ear buds.
Conference Rooms
1. All casting technology and monitor are there for your use, please handle with
care since these are shared amenities.
2. No equipment or furniture is to be removed from the conference room.
3. Please be respectful of your reserved time, as someone may have the space
reserved directly after your time slot.
Coffee Bar/Fridge
1. Help yourself!
2. Please wash and return mugs/dishes after use.
3. Store whatever you’d like in the fridge, but please remember to throw it out
at the appropriate time to avoid spoilage.
Personal Items
1. All personal items left in the space are to be business or office related only
(ie. laptops, monitors, books, chargers, etc.)
2. We are not responsible for personal items that are lost, stolen, or otherwise
damaged.
3. We have security surveillance in the space to help ensure the safety of all
guests, and to ensure all house rules are being followed.
Conduct
1. There will be no lounging or sleeping in the space at any time.
2. All guests are expected to maintain workplace attire and decorum at all times.
(Keeping shoes on, no feet on the furniture, etc.)
4 License Terms
COMPLIANCE
You agree to abide by and cause your employees, agents,
guests, invitees, contractors and subcontractors ("Invitees")
to abide by this Agreement and any applicable House Rules.
POSSESSION AND DELIVERY
The Space is accepted by the Guest in its “as-is” “where-is”
condition and configuration. If, for any reason, the Host is
unable to provide use of the Space at the anticipated Start
Date, you agree that the Term shall be automatically
postponed until possession becomes available. Host’s
failure to deliver possession of the Space shall not subject
the Host to any liability for loss or damage, nor shall it
aect the validity of the License. If the Host does not
deliver possession of the Space within one week after the
anticipated Start Date, the Guest shall have the right to
cancel the License with no penalty and be entitled to a full
refund of amounts paid.
WORKSPACE USE AND ACCESS
You agree to use the Space provided to you for general
oce purposes only and you may not use the Space to
carry out any illegal activities or use the Space (A) in
violation of law or the House Rules, or (B) for any immoral,
unlawful, or objectionable purposes. Further, you shall not
use or permit the usage of any illegal drug or substance in
the Space or in the Building and shall not make or permit
any unreasonable or unnecessary noises or odors in or
upon the Space or the Building. You shall not commit, or
suer to be committed, any waste upon the Space or any
nuisance (public or private) or other act or thing of any kind or
nature whatsoever that may disturb the quiet enjoyment or cause
unreasonable annoyance of any other occupants in the Building.
You agree not to exceed the Maximum Occupancy of the Space.
You shall not make alterations, additions or improvements to
the Space, including the installation of lighting or any phone
or data lines.
You shall not generate, store, install, dispose of or otherwise
handle any hazardous materials in the Space, or in or around
the Building, in any manner contrary to any applicable law.
You shall be liable for the costs of any removal, clean-up
and/or remediation of any hazardous materials released by
you or your Invitees.
You agree that the Host has the right upon 30 days’ written
notice, to require that you relocate to another Space in the same
Building of equal or larger size and similar configuration for the
remainder of the Term, provided that the Fees for such new
workspace are no greater than the Fees for your current Space.
The Host or its authorized representatives may enter the
Space at any time and such access rights shall not give rise to
any decrease or abatement of Fees or Taxes. Unless there is
an emergency, the Host will, as a matter of courtesy, try to
inform you in advance when the Host needs access to the
Space to carry out testing, repair or work other than routine
inspection, cleaning and maintenance. Repair work shall be
done solely at the discretion of Host and the failure of Host,
for any reason, to furnish any maintenance or repairs shall not
render Host liable to you, constitute a constructive eviction,
or give rise to a refund or abatement of Fees.
You shall not cause or permit any lien to be placed on the
Space, the Building or the land underlying the Building. Any
such lien shall be discharged by you within 10 days of you
becoming aware of such lien.
GOOD CARE
You must take good care of and not damage, waste or make
any changes to the Space or space leased or owned by the
Host of which the Space is a part (the “Host Area”), or the
Building. You shall not alter, add, replace, remove or damage
any furnishings, equipment or other personal property
located in, on or around the Space, the Shared Facilities,
the Host Area or the Common Areas which is not owned by
you or your Invitees ("Host Personal Property"). At the expiration
or earlier termination of this Agreement, you must deliver the
space and all Host Personal Property to the Host in good
condition, normal wear and tear excepted. If any damage
(beyond normal wear and tear) to the Space or the Host
Personal Property should occur while in your care, custody
or control, you agree to pay reasonable repair/replacement
costs and to notify the Host immediately upon discovery of
such damage occurring, but no later than 8 hours later. You
are liable for any damage caused by you or your Invitees to
the Space, the Shared Facilities, the Common Areas, the Host
Personal Property or the Building. YOU DISCLAIM AND WAIVE
ALL WARRANTIES WITH RESPECT TO THE HOST PERSONAL
PROPERTY, BOTH EXPRESS AND IMPLIED, INCLUDING BUT
NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE.
COMMON AREAS
If available at the Building, you may also have access to and
non-exclusive use of any portions of the Building designated
for common use of tenants and others ("Common Areas"), as,
and to the extent, described in the House Rules. The Common
Areas may be changed, relocated, altered, eliminated or
otherwise modified at any time during the Term without the
consent of, or notice to, Guest. Unless otherwise set forth in
the House Rules, the right to parking is not provided under
this Agreement.
SHARED FACILITIES
If available at the Building, you may also have access to and
non-exclusive use of any shared conference rooms, o ce
equipment, and kitchenettes (the “Shared Facilities”) located
near the Space on a first-come, first-served basis as, and to
the extent, described in the House Rules. The Host may make
changes to the Shared Facilities from time to time during the
Term including, without limitation, removal of all or portions
of the Shared Facilities without your consent or notice to you.
KEYS AND SECURITY
Any keys or entry cards for the Space or the Building, which
the Host lets you use, remain the Host’s property at all times.
You shall not make any copies of them or allow anyone else
to use them without the Host’s consent. Any loss of keys or
entry cards must be reported to the Host immediately,
and you must pay the cost of replacement keys or cards
and or changing locks, if required by the Host.
You shall not place any additional locks or bolts of any
kind upon any of the doors or windows of the Space or
Building nor make any changes to existing locks or the
mechanisms thereof.
NAME AND ADDRESS
You may only conduct business in your name. You shall not
put up any signs on the doors to the Space or Building or
anywhere else (except if previously approved), which are visible from outside the Space you
are using, or the Building.
MAIL AND PACKAGES
Mail and packages shall not be delivered to you at the
Space or Building unless permitted in writing by the House
Rules. The postal services may be subject to additional
federal, state, and local requirements.
CONDUCT
You acknowledge that the Host is and will continue to be an
equal opportunity employer and that the Host prohibits any
form of discrimination in employment, against any of its
employees (whether by its employees, its clients, including you,
or others), including, on the basis of race, color, creed,
religion, age, gender, marital status, sexual orientation, national
origin, or disability, or other characteristics protected by law.
In recognition of this policy, you and your o cers, directors,
employees, shareholders, partners, agents, representatives,
contractors, customers, or invitees shall be prohibited from
participating in any type of harassing or abusive behavior to
employees of the Host or its a liates, other clients or invitees,
verbal or physical in the Building for any reason. You further
agree, upon the request of the Host, to cooperate with the
Host in its e orts to enforce and maintain its equal employment
opportunity, non-discrimination and anti-harassment policies.
The Host may immediately terminate this Agreement without
cost or penalty if Guest or any of Guest's Invitees engage in any
behavior that the Host deems is contrary to such policies.
CONFIDENTIALITY
Both Host and Guest agree that during the Term and thereafter,
the recipient of any non-public information of the other party
that is designated as confidential or proprietary, that the receiving
party knew or reasonably should have known was confidential
or proprietary, or that derives independent value from not being
generally known to the public (“Confidential Information”),
will not at any time be disclosed to any person by such recipient
or used for such recipient's own benefit or the benefit of anyone
else without the prior express written consent of a corporate
o cer of the party that owns such Confidential Information.
The parties agree that if there is a breach of this obligation by
either party, the other shall have the right to request any remedy
in law and/or equity including, but not limited to, appropriate
injunctive relief or specific performance, as may be granted by
a court of competent jurisdiction. Notwithstanding the foregoing,
Guest accepts all risk to its intellectual property interests used in
the Space, neither Host nor its applicable landlord shall have
any liability arising from, your disclosure (whether intentional
or not) of any of your Confidential Information to any third
parties present in or around the Space or the Shared Facilities.
NON-SOLICITATION
Neither Host nor Guest nor their respective employees and
agents shall knowingly solicit, recruit, hire or otherwise
employ or retain the employees of the other during the
Term and for 90 days following its termination or expiration
without the prior written consent of the other party.
Either party may solicit or recruit generally in the media.
Either party may hire, without prior written consent,
the other party’s employee who answers any advertisement
or who voluntarily applies for hire without having been
personally solicited or recruited by the hiring party.
DAMAGES AND INSURANCE
You are responsible for any damage you cause to the Space
or any Host Personal Property beyond normal wear and tear.
The Host has the right to inspect the condition of the Space
from time to time and make any necessary repairs. You are
responsible for arranging insurance for your personal property
against all risks and for your liability to and for your employees
and Invitees. You have the risk of damage, loss, theft or
misappropriation with respect to any of your personal
property and liability to and for your employees and Invitees.
You agree, as a material part of the consideration to be
rendered to the Host under this Agreement, to waive any right
of recovery against the Host, its directors, ocers, employees
and its applicable landlord for any damage, loss, theft or
misappropriation of your property under your control and any
liability to and for your employees and Invitees, including
for injuries to you or your Invitees in or about the Space, and
you agree to hold the Host exempt and harmless and defend
the Host and its landlord, if applicable, from and against any
damage and injury to any such person or to such property, to
the extent arising from your use of the Space or from your
failure to keep the premises in good condition and repair as
provided in this Agreement. All property in your Space is
understood to be under your control.
PAYMENT
During the Term, you shall pay the Fees, Deposit, and Taxes to
the Marketplace Service on behalf of the Host.
Upon the Agreement Date, the following are due and payable
by the Guest (the “Initial Payment”):
- the Monthly Charge for the first full calendar month of the Term
or a pro-rated portion of the Monthly Charge for the first partial
month of the Term (if you start your Term after the first calendar
day of the month),
- the Setup Fee,
- the Deposit,
- any applicable Taxes.
For each following month of the Term, the Monthly Charge
and any applicable Taxes are due and payable on the first day
of the calendar month. If the Term ends before the last
calendar day of the month, the pro-rated portions of the
Monthly Charge and any applicable taxes for the final partial
month of the Term are due and payable.
If applicable, the Host may also include additional ‘one time’
fees (the “Incidentals”) for services provided to Guest
not included in the Monthly Charge. These services may
include but are not limited to meeting rooms, photocopying,
faxing, catering, etc. The Incidentals will be collected in
arrears on the first of every month and paid by Guest via the
Marketplace Service.
If any payment due to Host is not received within 5 days of
the due date, the Host may, at the Host’s discretion, charge
a late fee of 5% of the overdue amount or the Host may
terminate this Agreement without cost or penalty to Host.
All remaining Fees and Taxes for the remainder of the Term
are immediately due and payable by the Guest.
CANCELLATION
All Fees and Taxes paid by Guests are non-refundable, except
as expressly stated in this Agreement.
The Host may cancel this agreement without cause on at
least ten (10) days notice prior to End Date.
The Host may cancel this Agreement on at least thirty (30)
days’ notice if a contract has been entered into for the sale of
the Building.
Flexible Cancellation Terms
You may cancel this Agreement within one day of the Agree
ment Date or at least 30 days before the Start Date and receive
a full refund of the Initial Payment.
If you choose to cancel after the Agreement Date plus one
day, but less than 30 days before the Start Date, 50% of the Fees
and Taxes will be refunded, but you are no longer obligated to
pay the remaining Fees and Taxes for the Minimum Term. The
Deposit will be fully refunded, if you cancel before the Start Date.
After the Start Date, if you cancel the License before the
Minimum Term, (a) no refund is available for the then-current
calendar month and the next full calendar month and (b) 50%
of the remaining unpaid Fees and taxes for the Minimum Term
are immediately due and payable unless a default has occurred
and is continuing, in which case, 100% of all remaining Fees
and Taxes for the remainder of the Term are immediately due
and payable by the Guest.
DEPOSIT
The Deposit will be held by Marketplace Services during the
Term as security for the performance by you of all of your
obligations under this Agreement. Marketplace Services may
apply any portion of the Deposit to amounts owed to the
Host for (A) any damage to the Host Personal Property,
the Space, the Host Area, the Shared Facilities, or the Building,
(B) any overdue Fees or Taxes and/or (C) amounts Host may
incur for any losses or costs arising out of your default under
this Agreement (including any damage or deficiency arising in
connection with the relicensing of the Space), in each case
solely at the discretion of the Host.If, upon the expiration or
earlier termination of this Agreement, you have fully complied
with all terms of this Agreement and the House Rules, remitted
all amounts due and payable, and surrendered the Space and
all keys, access cards, building passes and all other property
provided to you by the Host (including the Host Personal
Property), the Deposit shall be returned to you within 60 days
after the expiration or earlier termination of the Term, less any
amounts applied as described above. Marketplace Services
shall not be required to maintain the Deposit in a separate
account. No interest will be paid on the Deposit except as
may be required by law. If any portion of the Deposit is so
used or applied by Marketplace Services during the Term,
then within 5 days after Host or Marketplace Services gives
written notice to you, you shall deposit with Marketplace
Services cash in an amount su cient to restore the Deposit
to the original amount.Failure to do so will constitute a
default under this Agreement.
RENEWAL
If an End Date is specified, the License will terminate on the
End Date with no automatic renewal.
If no End Date is specified, Licenses shall automatically
renew after the Minimum Term for additional one-month
periods unless you give the Host or the Marketplace Service
at least 30 days’ written notice prior to the end of then
current Term.
If the Host opts to change the Monthly Charge upon renewal,
the Host will provide at least 30 days notice. There will be no
additional Setup Fee for Licenses that renew.
If the Host opts to renew the License, the Host will provide at
least 30 days notice.
DEFAULT
You shall be considered in default of this License if (A) you fail
to pay when due all or any portion of the Fees or Taxes, if the
failure continues for 5 days after notice to you, which notice
shall be in satisfaction of and not in addition to any notice
required by law (B) you fail to comply with any term of this
Agreement, if the failure is not cured within 10 days after notice
to you, (C) you attempt to sublicense, assign or otherwise
transfer any interest in this Agreement without Host's prior
written consent, or (D) you violate the House Rules. Upon any
default, the Host shall have the right without notice to terminate
this Agreement, in which case you shall immediately surrender
the Space and the Host Personal Property to the Host. If you fail
to surrender the Space and/or the Host Personal Property, the
Host may, in compliance with applicable law and without
prejudice to any other right or remedy, enter upon and take
possession of the Space and the Host Personal Property and
you shall be liable for all past due Fees and Taxes, all Fees and
Taxes due for the remainder of the Term, all costs incurred by
Host to retake possession of the Space and Host's Personal
Property, and other losses and damages which Host may suffer
as a result of Guest's default. In addition to the right to
terminate this Agreement and collect damages, Host shall have
the right to pursue any other remedy now or hereafter available
at law or in equity.
INDEMNITY
Except to the extent caused by the negligence or willful
misconduct of the indemnified party or such party’s officers,
directors, employees, representatives, contractors and agents,
you agree to indemnify, defend and hold the Host, its landlord,
if applicable, and any mortgagee harmless from and against
any loss, liability, claim, demand, damages, costs and expenses,
including reasonable attorneys' fees, arising out of or in
connection with your and your Invitees' use of a Space,
Common Areas or Shared Facilities, or any violation of applicable
law, this Agreement or House Rules. Nothing contained in this
Agreement shall be construed to create privity of estate or of
contract between you and Host's landlord, if applicable.
DISCLAIMER
EXCEPT AS PROVIDED HEREIN AND IN ANY HOUSE RULES,
THE HOST IS PROVIDING ITS SPACE TO THE GUEST
"AS IS,"AND HOST DISCLAIMS ANY AND ALL OTHER
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO
THE SPACE, WHETHER EXPRESS OR IMPLIED, INCLUDING
IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE OR
NON-INFRINGEMENT. HOST CANNOT AND DOES NOT
GUARANTEE AND DOES NOT PROMISE TO GUEST,
ANY SPECIFIC RESULTS FROM USE OF THE SPACE.
HOST DOES NOT REPRESENT OR WARRANT THAT THE
SPACE WILL MEET YOUR REQUIREMENTS; THAT THE
SPACE MEETS APPLICABLE LEGAL STANDARDS OR IS SAFE
AND SUITABLE FOR YOUR INTENDED USE.
LIABILITY
IN NO EVENT WILL HOST OR ITS LANDLORD OR THEIR
RESPECTIVE DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES
OR SUPPLIERS BE LIABLE TO GUEST, OR ANY PARTY
CLAIMING THROUGH GUEST FOR ANY INDIRECT,
CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR
PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS,
LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE,
OF ANY NATURE WHATSOEVER, ARISING FROM THE
GUEST’S USE OF THE SPACE, ANY CONTENT OR OTHER
MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED
FROM THE MARKETPLACE SERVICE, OR GUEST’S USE OF
THE SPACE, EVEN IF THE HOST IS AWARE OR HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, AND TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, HOST'S LIABILITY
TO GUEST OR ANY PARTY CLAIMING THROUGH GUEST,
FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE
FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID
FOR THE SPACE, IN THE 12 MONTHS PRIOR TO THE INITIAL
ACTION GIVING RISE TO LIABILITY. THIS IS AN AGGREGATE
LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM
HEREUNDER WILL NOT INCREASE THIS LIMIT.
YOU UNDERSTAND AND AGREE THAT MARKETPLACE SERVICE
IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO
BETWEEN GUEST AND HOST, NOR IS MARKETPLACE SERVICE
A REAL ESTATE BROKER, AGENT OR INSURER IN CONNECTION
WITH THIS AGREEMENT. THE PARTIES SHALL INDEMNIFY,
DEFEND AND HOLD HARMLESS MARKETPLACE SERVICE
FROM AND AGAINST ANY LOSS, LIABILITY, CLAIM, DEMAND,
DAMAGES, COSTS AND EXPENSES, INCLUDING REASONABLE
ATTORNEYS' FEES, ARISING OUT OF OR IN CONNECTION
WITH ANY USE OF THE SPACE, OR ANY VIOLATION OF
APPLICABLE LAW, THIS AGREEMENT OR HOUSE RULES.
SUSPENSION OF SERVICES
The Host may by notice suspend the provision of services
(including access to the Space) for reasons of political unrest,
strikes, terrorism, Acts of God or other events beyond the
Host’s or the Host’s landlord’s reasonable control.
This Agreement shall automatically terminate if the
Space is rendered unusable as a result of a fire,
other casualty or a condemnation. As between Host
and Guest, all proceeds of any condemnation award
shall belong to Host and all insurance proceeds of
Host shall be retained by and belong to Host. The Host
may also suspend the provision of services (including
access to the Space) in the event the Space or the
Building is being renovated or repaired, in which event
you will be relocated to another space within the building,
or if necessary, to another building, all at the Host’s
reasonable cost.
SUBLICENSING
You may not sublicense, assign, transfer any interest in
this Agreement or allow any third party to use any portion
of the Space, the Shared Facilities or the Common Areas
without Host's prior consent. Any such sublicense shall
be on the same form as this Agreement and shall be
consummated through the Marketplace Service.
NO LEASE
YOU ACKNOWLEDGE THAT THIS AGREEMENT IS NOT
A LEASE OR ANY OTHER INTEREST IN REAL PROPERTY.
IT IS A CONTRACTUAL ARRANGEMENT THAT CREATES A
REVOCABLE LICENSE. The parties do not intend to create a
lease or any other interest in real property for the benefit of
Guest through this Agreement. The Host retains legal
possession and control of the Space assigned to Guest.
The Host’s obligation to provide space and services to Guest
is subject, in all respects, to the terms of the Host’s lease
with the Host’s landlord, if applicable. This Agreement and the
License granted hereunder shall terminate simultaneously
with the termination of the Host’s master lease or the
termination of the operation of the Host Area for any
reason at no cost or penalty to Host. You do not have any
rights under the Host’s lease with its landlord, if applicable.
When this Agreement expires or is earlier terminated,
your License to occupy the Space shall automatically
be revoked. You agree to remove your personal property
and leave the Space as of the date of such expiration
or termination. The Host is not responsible for your personal
property left in the Space after expiration or termination.
If you fail to remove your personal property, at the
Host’s option, such personal property shall (A) be deemed
conveyed to the Host and shall become the property of
the Host, or (B) be removed from the Space by the Host
at the Guest’s expense.
NO BROKER
Unless documented in the House Rules, you represent that you
have dealt with no broker in connection with this Agreement.
You agree to indemnify, defend and hold the Host harmless from
any claims of any brokers claiming to have represented you in
connection with this Agreement.
SUBORDINATION
This Agreement and any applicable House Rules are
subordinate to any underlying lease, mortgage, deed
of trust, ground lease or other lien now or subsequently
arising upon the Space or the Building and to renewals,
modifications, refinancings and extensions thereof
including the Host’s lease with the Host’s landlord and to
any other agreements to which the Host’s lease
is subordinate.
HOLDING OVER
For each and every month or portion thereof that you
continue to use or occupy the Space after the expiration
or earlier termination of this Agreement, you shall pay Host
an amount equal to the greater of (A) $2,500 and (B) two
times the Monthly Charge. Your payment of such
amounts shall not be construed to extend the Term or
prevent Host from immediate recovery of possession of the
Space by summary proceedings or otherwise. This Section shall
survive the expiration or sooner termination of this Agreement.
The acceptance of any Fees after the expiration or earlier
termination of this Agreement shall not preclude Host from
commencing and prosecuting a holdover or summary eviction
proceeding. Host and Guest hereby further agree that any
statutory right to hold over beyond the expiration date or sooner
termination of this Agreement is hereby waived to the fullest
extent permitted by law.
MISCELLANEOUS
All demands, approvals, consents and notices shall be sent by
certified mail or electronic mail at the address specified for each
party under the Section entitled "Definitions". This Agreement
shall be interpreted and enforced in accordance with the laws
of the state or commonwealth in which the Building is located.
If either party institutes a suit against the other for violation of
or to enforce this Agreement, the prevailing party shall be
entitled to all of its costs and expenses, including, without
limitation, reasonable attorneys' fees. Host and Guest hereby
waive any right to trial by jury in any proceeding based upon a
breach of this Agreement to the fullest extent permitted by
applicable law. This Agreement may not be modified, amended
or terminated, and Guest’s obligations hereunder shall in no
way be discharged, except as expressly provided in this
Agreement or by written instrument executed by the parties.
If any term, covenant or condition of this Agreement or any
application thereof shall be invalid or unenforceable, the remainder
of this Agreement and any other application of such term,
shall be construed without regard to any presumption or other
rule requiring construction against the party causing this
Agreement to be drafted. Neither Host nor Guest shall have the
right to record this License or any memorandum thereof.