LICENSE AGREEMENT FOR COWORKING SPACE and DAY OFFICE SERVICE

 

AGREEMENT DATE: The date the setup fee is paid

HOST (We, Us, Our): 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 and Day Offices in the Building

MEMBER (You, Your): (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 Us and You for use of the Space located in the Building.

We and You agree as follows:

License

Subject to the terms and conditions of this Agreement, the We grant You a non-transferable license to occupy and use the Space in the Building (the “License”) during the Term and You accept such License.

Length of 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 Term shall begin on the Agreement Date and extend for at least one full calendar month. The end date of any Term shall always be on the last day of a month.

Renewal

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

Local or House Rules

You agree to accept the terms, conditions, and policies provided by Us 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 contained in the Local or House Rules (click “Local Rules”) or otherwise distributed.  The Local or House Rules may be revised and amended by Us without the prior consent of, or notice to You. You are responsible to make your visitors aware of these rules.

Payment

You agree to pay the Fees, Deposits, and Taxes for use of the Space to Us as follows:

a.  Upon the Agreement Date, the following are due and payable by You (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 plus any Variable Charge Services requested and any applicable Taxes (the “Service Charges”) 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, We may impose a late payment fee of $40.

c.            If any payment due to Us is not received within 15 days of the due date, We may, at Our discretion, terminate this Agreement and the services here under without cost, penalty, or liability for Us. All outstanding Service Charges for the remainder of the Term will be immediately due and payable by You.

Definitions.

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

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.

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 Us.

Possession and Delivery

The Space is accepted by You 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, We 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 Us 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 Us 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 Us 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 Us 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 other members such as hallways, phone booths, and client lounges or break rooms ("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 You. 

 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 fee basis. The fee schedule is available to You upon request and all such charges shall be billed monthly as Variable Service Charges.

Keys and Security

Services under this License do not include access during non-business hours. 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 Our 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 Our level of service which permits such use.

Confidentiality

Both We and You 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 of Our 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, WE ARE PROVIDING ITS SPACE TO YOU "AS IS," AND WE DISCLAIM 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. WE CANNOT AND DO NOT GUARANTEE AND DO NOT PROMISE TO YOU, ANY SPECIFIC RESULTS FROM USE OF THE SPACE. WE 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 WE OR OUR DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES OR SUPPLIERS BE LIABLE TO YOU, 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 YOUR USE OF THE SPACE, ANY CONTENT OR OTHER MATERIALS THEREIN, OR YOUR USE OF THE SPACE, EVEN IF WE ARE AWARE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR LIABILITY TO YOU OR ANY PARTY CLAIMING THROUGH YOU, 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

We 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 Our reasonable control. This Agreement shall automatically terminate if the Space is rendered unusable as a result of a fire, other casualty or a condemnation. We 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 Our 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 Our prior written consent and acknowledgement.

 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 the 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 of New Jersey and all actions shall be brought in the Superior Court of Morris County.

You agree to reimburse us for any costs of collection or otherwise enforcing your obligations under this Agreement including reasonable attorney’s fees.

We and You 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 Your 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 We nor You shall have the right to record this License or any memorandum thereof.

Entire Agreement.  This Agreement (including any referenced or linked pages) constitutes the entire agreement between Us and You regarding the use of the Space and supersedes any prior agreements between Us and You relating to Your use of the Space. We may revise this Agreement periodically from time to time with or without notice to You and Your continued use of the Space will constitute Your acceptance of these revisions.