CO-WORKING SERVICES AGREEMENT

This CO-WORKING SERVICES AGREEMENT (this “Agreement”) is made between Sky City Initiative, Inc. and the undersigned Member for use of the Space located in the Building.

 

  1. 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.

    1. “Application” means the application for Services completed by the Member;
    2. “Agreement Date” shall mean the date of the reservation through the Host’s website and Payment and Access Software;
    3. “Building” shall be the Building in which the Co-Working Facility is located;
    4. “Cancellation Terms” shall mean cancellation terms described in the section entitled "Cancellation" below;
    5. “Common Areas” means those portions of the Co-Working Facility and the Building considered common areas and available to other Members and to other tenants of the Building, including, without limitation, the parking facilities available to the tenants of the Building;
    6. “Co-Working Facilities” means the co-working space within the Building operated by the Host, together with such workstations, conference rooms, office equipment, furniture and other facilities provided from time to time by Host within such co-working space. 
    7. “Deposit” shall be equal to the Deposit specified for the space;
    8. “Designated Space” means that portion of the Co-Working Facility designated from time to time for the exclusive use of a Member.
    9. “Host” shall mean Sky City Initiative, Inc., the provider of the Services and operator of the Co-Working Facility;
    10. “Member” or "You" or you" shall mean Member and Member’s email and address shall be as provided by Member in Member’s Application;
    11. “Term” shall mean the period of time beginning on the start date indicated on the Application and ending on the expiration date applicable to the type reservation of Member indicated on the Application as set forth the Host’s website, in each case, as authorized by Host;
    12. “Fees” shall mean all of the fees applicable to the type reservation of Member indicated on the Application, as determined by the Host from time to time and set forth on the Website and collected by Host or the Payment and Access Software on Host’s behalf;
    13. “Services” means the services provided by the Host from time to time in connection with the Co-Working Facility, including, without limitation, provision of access to office space, workstations, Internet access, office equipment, conference space, and other services provided from time to time by the Host, in each case, as such are applicable to the type of reservation of Member and as such are set forth on the Host’s website from time to time.
    14. “Space” shall be that portion of the Co-Working Facility that Member is able to sue as part of the Services by booking a reservation through the Host’s website, including any Designated Space applicable to Member’s reservation;
    15. “Taxes” shall be the taxes set by and collected by Host or the Payment and Access Software on Host’s behalf.
    16. “Payment and Access Software” means the software providing payment processing and access to the Co-Working Facility used by Host from time to time.

 

  1. Services Terms and Conditions
    1. Services.  The Host will provide the Services to you during the Term.  Your use of the Services are at all times subject to the terms and conditions set forth in this Co-Working Services Agreement.   These terms and conditions may be revised and amended by Host without your prior consent; provided that Host shall provide you with notice of such revisions and/or amendments. 
    2. House Rules.  During the Term, you agree to accept any and all additional terms, conditions, policies or procedures provided by 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 Host (the “House Rules”) above.  The House Rules may be revised and amended by Host without the prior consent of Member; provided that Host shall provide Member 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.
    3. Compliance.  You agree to abide by and cause your employees, agents, invitees, contractors and subcontractors ("Invitees") to abide by this Agreement and any applicable House Rules.
    4. Possession and Delivery.  The Space is accepted by Member in its “as-is” “where-is” condition and configuration.  If, for any reason, 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 Host to any liability for loss or damage, nor shall it affect the validity of this Agreement.  If Host does not deliver possession of the Space by the anticipated Start Date, Member shall have the right to cancel this Agreement as provided with no penalty and be entitled to a full refund of amounts paid.
    5. Workspace Use and Access.  You agree to use the Space provided to you as part of the Services 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, 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 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 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 Host has the right at any time to require that you relocate to another Space in the same Building of equal or larger size for the remainder of the Term, provided that the Fees for such new workspace are no greater than the Fees for your current Space.  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, Host will, as a matter of courtesy, try to inform you in advance when 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.
    6. Good Care; No Warranty.  You must take good care of and not damage, waste or make any changes to the Space, the Common Areas, 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 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 Host in good condition, normal wear and tear excepted. If any damage (beyond normal wear and tear) to the Space or Host Personal Property should occur while in your care, custody or control, you agree to pay reasonable repair/replacement costs and to notify 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 Common Areas, Host Personal Property or the Building.  YOU DISCLAIM AND WAIVE ALL WARRANTIES WITH RESPECT TO HOST PERSONAL PROPERTY, BOTH EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
    7. Common Areas.  If available at the Building, you may also have access to and non-exclusive use of any portions of the Common Areas, as, and to the extent, described in the House Rules, including, without limitation, the Shared Facilities.  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.  Unless otherwise set forth in the House Rules, the right to parking is not provided under this Agreement.
    8. 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 kitchenettes (but excluding Designated Space, the “Shared Facilities”) located near the Space on a first-come, first-served basis as, and to the extent, described in the House Rules.  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.
    9. Entrance and Security.  Access to the Co-Working Facility is provided pursuant to a software application provided by the Payment and Access Software provider that is to be installed on your smart phone, and your use of the Space is conditioned upon your downloading and installing such application to a smartphone.  You agree that you will not provide any third parties use of such application and will not provide any parties entrance or access to the Co-Working Facility unless you are also present in the Co-Working Facility.  Access to the Co-Working Facility shall be subject to any and all other security procedures or policies established by the Host from time to time, and you agree to abide by such securities procedures or policies so established.
    10. 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, which are visible from outside the Space you are using, or the Building.
    11. Mail and Packages.  Mail and packages may not be delivered to you at the Space or Building unless permitted by the House Rules. The postal services may be subject to additional federal, state, and local requirements.
    12. Conduct  You acknowledge that Host is and will continue to be an equal opportunity employer and that 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 officers, 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 Host or its affiliates, other clients or invitees, verbal or physical in the Building for any reason. You further agree, upon the request of Host, to cooperate with Host in its efforts to enforce and maintain its equal employment opportunity, non-discrimination and anti-harassment policies. Host may immediately terminate this Agreement without cost or penalty if you or any of your Invitees engage in any behavior that Host deems is contrary to such policies.  Furthermore, you agree in participating in and using the Services you will not:
  • Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming, spimming or any duplicative or unsolicited messages (commercial or otherwise);
  • Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
  • Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through [Coworking Space] servers.
  • Upload, or otherwise make available, file that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as a limitation, copyright, trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same.
  • Use any material or information, including images or photographs, which are made available through the services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party; Upload files that contain viruses, Trojan Horses, Worms, time bombs, candlebots, corrupted files, or any other similar software or programs that may damage the operation of another computer or property of another coworker.
  • Download any file that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and or/distributed in such manner.
  • Restrict or inhibit any other user from using and enjoying the Services.
  • Harvest or otherwise collect information about other, including email addresses, without the authorization or consent of the disclosing party.
  • Violate any applicable laws or regulations;
  • Create false identity for the purpose of misleading others.
    1. Confidentiality  Both Host and you 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 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, you accept all risk to its intellectual property interests used in the Space, and 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.
    2. Non-Solicitation. Neither Host nor Member, 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 180 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.
    3. Damages and Insurance.  You are responsible for any damage you cause to the Space, the Shared Facilities or any Host Personal Property beyond normal wear and tear. 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 Host under this Agreement, to waive any right of recovery against Host, its directors, officers, 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 Host exempt and harmless and defend 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.
    4. Payment.  During the Term, you agree to pay the Fees and Taxes through, and using the methods provided by, the Payment and Access Services Software as and when such are due.  Upon the Agreement Date, all applicable Fees and Taxes for the Term shall be due and payable, provided that with respect to any reservation which has a Term longer than one (1) month, only the applicable first month’s monthly charge shall be due and payable (“Monthly Charge”) on the Agreement Date.  For each following month of the Term of such a reservation, 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, Host may also include additional 'one time' fees (the "Incidentals") for services provided to Member not included in the Monthly Charge. These services may include but not limited to meeting rooms, photocopying, faxing, catering, etc., to the extent such is provided as part of the Services.  The Incidentals will be collected in arrears on the first of every month and paid by Member through the Payment and Access Software.  If any payment due to Host is not received within 5 days of the due date, Host may, at Host’s discretion, charge a late fee of 5% of the overdue amount or Host may terminate this Agreement without cost or penalty to Host. 
    5. Cancellation.  You may not terminate or cancel this Agreement or the Services prior to the expiration of the applicable Term.  All Fees and Taxes paid by Member’s are non-refundable.  Host may terminate this Agreement and your use of the Services immediately by delivering written notice to you if you violate any of the terms of this Agreement or the House Rules, including, the failure to pay any applicable Fees or Taxes.  Host may also terminate this Agreement and your use of the Services without cause on at least thirty (30) days-notice prior to End Date for any reservation which has a Term longer than one (1) month.      
    6. Renewal.  The Term and this Agreement shall automatically renew after the expiration of the initial Term for additional one-month periods unless you give Host at least 30 days’ notice prior to the end of the then current Term.   If Host opts to change the Monthly Charge upon renewal, Host will provide at least 60 days-notice. If Host opts not to renew this Agreement, Host will provide you at least 60 days-notice.
    7. Default.  You shall be considered in default of this Agreement if (A) you fail to pay when due all or any portion of the Fees or Taxes (B) you fail to comply with any term of this Agreement or the House Rules, or (C) you attempt to assign or otherwise transfer any interest in this Agreement without Host's prior written consent.  Upon any default, Host shall have the right without notice to terminate this Agreement, in which case you shall immediately surrender the Space and Host Personal Property to Host.  If you fail to surrender the Space and/or Host Personal Property, 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 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 Member'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.
    8. 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 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, the 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.
    9. Disclaimer.  EXCEPT AS PROVIDED HEREIN AND IN ANY HOUSE RULES, HOST IS PROVIDING THE SPACE TO 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.
    10. Liability.  IN NO EVENT WILL HOST OR ITS LANDLORD OR THEIR RESPECTIVE DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES OR SUPPLIERS BE LIABLE TO MEMBER OR ANY PARTY CLAIMING THROUGH 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 MEMBER’S USE OF THE SPACE, ANY CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE MARKETPLACE SERVICE, OR MEMBER’S USE OF THE SPACE, EVEN IF 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 6 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.   
    11. Suspension of Services.  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 Host’s or 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 Member, all proceeds of any condemnation award shall belong to Host and all insurance proceeds of Host shall be retained by and belong to Host.  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 Host’s reasonable cost.
    12. Sublicensing.  You may not 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.  
    13. No Lease.  YOU ACKNOWLEDGE THAT THIS AGREEMENT IS NOT A LEASE OR ANY OTHER INTEREST IN REAL PROPERTY. IT IS A REVOCABLE CONTRACTUAL ARRANGEMENT FOR THE HOST TO PROVIDE THE MEMBER SERVICES. The parties do not intend to create a lease or any other interest in real property for the benefit of Member through this Agreement.  Host retains legal possession and control of the Space assigned to Member. Host’s obligation to provide the Services to Member is subject, in all respects, to the terms of Host’s lease with Host’s landlord, if applicable. This Agreement shall terminate simultaneously with the termination of Host’s master lease or the termination of the operation of Co-Working Facility for any reason at no cost or penalty to Host.  You do not have any rights under Host’s lease with its landlord, if applicable. When this Agreement expires or is earlier terminated, the Services, including access to 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. 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 Host’s option, such personal property shall (a) be deemed conveyed to Host and shall become the property of Host, or (b) be removed from the Space by Host at Member’s expense.
    14. No Broker.  You represent that you have dealt with no broker in connection with this Agreement.  You agree to indemnify, defend and hold Host harmless from any claims of any brokers claiming to have represented you in connection with this Agreement.
    15. 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 Host’s lease with Host’s landlord and to any other agreements to which Host’s lease is subordinate.
    16. Miscellaneous.  All demands, approvals, consents and notices shall be sent by certified mail or electronic mail at the address specified for each party in the Application.  This Agreement shall be interpreted and enforced in accordance with the laws of the state 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.
    17. Entire Agreement. This Agreement (including the Exhibits) constitutes the entire agreement between Host and Member regarding the Services and Member’s use of the Space and supersedes any prior agreements between Host and Member relating to the Services and Member's use of the Space.