LICENSE AGREEMENT FOR COWORKING SERVICE

 

AGREEMENT DATE: The date the setup fee is paid

HOST: Symphony Workplaces of Palm Beach LLC

BUILDING: 2875 South Ocean Blvd, Suite 200, Palm Beach FL 33480

EMAIL FOR NOTICES TO HOST: pb@workplacesmail.com

SPACE: The Coworking Center in the Building

MEMBER: (name as presented in the sign up form)

EMAIL FOR MEMBER: (as presented in the sign up form)

This Agreement for use of workspace (the “Agreement”) is made as of the Agreement Date between the Host and the Member for use of the Space located in the Building.

The Host and Member agree as follows:

1.    License.  Subject to the terms and conditions of this Agreement, the Host grants Member a non-transferable license to occupy and use the Space in the Building (the “License”) during the Term and the Member accepts such License.

2.    Term.  If paid annually, the Term of this Agreement shall begin on the Agreement Date and extend for at least 12 full months and end on the last calendar day of the last month. If paid monthly, the initial minimum Term shall be at least three full months with month to month thereafter. The end date of any Term shall always be on the last day of a month.

3.    Renewal Licenses shall automatically renew at the end of any Term for the same Length of Term unless you give the Host at least 30 days’ written notice prior to the end of the Term that no renewal is desired. If the Host opts to change the Monthly Charge upon renewal, the Host will provide at least 60 days prior notice. There will be no additional Setup Charge for Licenses that automatically renew. If the Host opts not to renew the License, the Host will provide at least 60 days prior notice.

4.    House Rules. During the Term, the Member 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”) in Exhibit A or otherwise distributed.  The House Rules may be revised and amended by the Host without the prior consent of, or notice to, the Member. You are responsible to make your visitors aware of these rules.

5.    Payment. The Member agrees to pay the Fees, Deposits, and Taxes for use of the Space to the Host.

a.            Upon the Agreement Date, the following are due and payable by the Member (the “Initial Payment”):

                                                      i.        the Monthly Charge for the first full calendar month of the Term and 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),

                                                     ii.        the Setup Charge,

                                                    iii.        the Deposit if any

                                                   iv.        and any applicable taxes on the above

b.            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 any payment is received past the fifth calendar day of the month, the Host may impose a late payment fee of $40.

c.            If any payment due to the Host is not received within 15 days of the due date, the Host may, at the Host’s discretion, 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 Member.

6.    Definitions. Capitalized terms used and not otherwise defined in this Agreement or the Exhibit and Schedules shall have the meanings set forth above or herein.

7.    Business Hours. Regular business hours are 8:30 am to 5:00 pm Monday through Friday except Host Holidays. Host Holidays are New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Day after Thanksgiving and Christmas Day and the Building is closed.

8.    Entire Agreement.  This Agreement (including the Exhibits) constitutes the entire agreement between the Host and the Member regarding the use of the Space and supersedes any prior agreements between the Host and Member relating to Member's use of the Space.

 License Terms

Compliance

You agree to abide by and cause your employees, agents, Members, invitees, contractors and subcontractors ("Invitees") to abide by this Agreement and any applicable House Rules provided by the Host.

Possession and Delivery

The Space is accepted by the Member in its “as-is” “where-is” condition and configuration. Since this License is for use of a shared workspace on a first-come, first-served basis, Host make no warranty as to the availability of any particular workspace at any time.

 Workspace Use and Access

You agree to use the Space provided to you for general office purposes only and you may not use the Space to carry out any illegal activities or use the Space (A) in violation of law, the House Rules or any other reasonable regulations or rules adopted by Host during the Term, or (B) for any immoral, unlawful, or objectionable purposes.  Further, you shall not use or permit the usage of any illegal drug or substance 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 suffer 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 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.

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 of each day, 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.

Comon 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, Member. 

 Shared Facilities

If available at the Building, you may also have access to and non-exclusive use of any shared conference rooms, office equipment, and pantry (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.

Your Business Name

You may only conduct business in your name in the Space. You shall not put up any signs on the doors to the Space or Building or anywhere else, which are visible from outside the Space you are using, or the Building.

Mail and Packages

This License does not extend to use of the Host’s address in commerce or for receipt of mail or packages. Violation of this term will cause refusal of delivery and/or immediate imposition of a charge to you for Host’s level of service which permits such use.

Confidentiality

Both Host and Member agree that during the Term and thereafter, the recipient of any non-public information of the other party or of any other Member 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 officer 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, Member accepts all risk to its intellectual property interests used in the Space, and Host shall have no 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.

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 third parties. 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 third parties. 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, officers and employees for any damage, loss, theft or misappropriation of your property under your control and any liability to and for your employees and third parties, 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 from and against any damage and injury to any such person or to such property, 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 used by you in the premises is understood to be under your control.

Cancellation

All Fees and taxes paid by Members are non-refundable, except as expressly stated in this Agreement.

Once the Term begins, if you cancel the License before the then current Term expires, (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 then current 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 then current Term are immediately due and payable by the Member.

Deposit

If a Deposit is required, it will be held by the Host during the Term as security for the performance by you of all of your obligations under this Agreement. The Host 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 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, if any, 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. The Host 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 Host during the Term, then within 5 days after Host gives written notice to you, you shall deposit with Host cash in an amount sufficient to restore the Deposit to the original amount.  Failure to do so will constitute a default under this Agreement.

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 3 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.  Upon any default, the Host shall have the right without notice to terminate this Agreement and bar your use of the Space.  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

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 the 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 MEMBER "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 MEMBER, 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 DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES OR SUPPLIERS BE LIABLE TO MEMBER, 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 MEMBER’S USE OF THE SPACE, ANY CONTENT OR OTHER MATERIALS THEREIN, OR MEMBER’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 MEMBER OR ANY PARTY CLAIMING THROUGH MEMBER, 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.

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. 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.

 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 Member through this Agreement.  The Host retains legal possession and control of the Space assigned to Member. The Host’s obligation to provide space and services to Member 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 use 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 Member’s expense.

Miscellaneous

All demands, approvals, consents and notices shall be sent by certified mail or electronic mail at the address specified for each party above.  If sent by electronic mail, a confirmation of receipt from the recipient is required for the notice to be effective.

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 Member 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 Member’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, covenant or condition shall not be affected.

This Agreement 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 Member shall have the right to record this License or any memorandum thereof.

EXHIBIT A HOUSE RULES

The Host services a community of professionals, and the office decorum should at all times reflect adherence by its members to the highest standards of conduct and appearance for the benefit of all. You agree not to interfere with Our other Members, or with the activities of Our employees, or those of Our Landlord, or its Tenants.

1.    The following are prohibited on the premises at all times:

a.        Smoking

b.        Pets or other animals except bona fide service dogs accompanying a person with a disability at all times. All service dogs must be tethered at all times per ADA requirements.

c.        Bicycles or other mobile transportation inside the building

d.        Hazardous materials or equipment - which would include halogen lamps, candles, solvents, paints, etc.

e.        Display of any signs, awnings, advertisements or projections which may be visible from any common area of the facilities or floor, or from the outside of the building

f.         Storage or disposal of food in Your Space

g.        Use of the Space or facilities for residential, dwelling or sleeping purposes

h.        Applying tape to any walls or furniture on the premises

i.          Changing of locks for doors and furnishings provided by Us

j.          Installation or of any equipment which in Our judgement, or in the judgement of Our Landlord, cause any interference, impairment, discomfort, inconvenience or annoyance to Us, Our Landlord or Our other Members

k.        Connection to our network of any telephone, broadband or communications equipment not provided by Us including switches, wireless routers, or other access devices without our specific and prior permission.

2.    You must minimize noise emanating from your Space including from video equipment, cell phones, speaker phones, etc. Free Privacy Booths are available for calls.

3.    The Common Areas and Shared Facilities should be kept clean and uncluttered throughout the work day.

4.    Do not move furnishings or any other items from any other spaces on the floor, even if they appear vacant.

5.    Our staff are required to maintain a helpful, but strictly professional relationship with Our Members. Members are prohibited from offering gratuities; presenting work requests directly to Our staff outside of Our approved procedures; offering Our staff employment, developing personal or external business relationships with Our staff; or becoming involved in any relationships with Our staff which have the potential for creating conflicts of interest, illegal conduct and/or the opportunity for allegations of sexual harassment.