Terms and Conditions - Bookmark Ventures

Terms and Conditions

SHARED WORKSPACE AGREEMENT

This Shared Workspace Agreement (the “Agreement”) is entered into this ___ day of _______, 20__ (“Effective Date”) by and between Bookmark Ventures, LLC (“BV”), a limited liability company with a place of business at 126 N. Addison Ave., Elmhurst, IL 60126. (the “Premises”) and ______________________________, an individual residing at __________________________ (“Member”).

WHEREAS BV provides shared working Workspace for individuals in need of physical Workspace;

WHEREAS Member desires to license shared working Workspace from BV on the terms and conditions set forth below;

NOW, THEREFORE, in consideration of the mutual covenants, promises and conditions contained herein, BV and Member each hereby agree as follows:

1. Term. The initial term of this Agreement shall commence upon the Effective Date and shall end thirty (30) days thereafter (“Initial Term”). Following the Initial Term, this Agreement shall be automatically renewed on a month to month basis until ter-minated pursuant to Paragraph 11.

2. License of Shared Workspace. Subject to the terms and conditions of this Agree-ment, Member has licensed the following shared working Workspace (the “Work-space”):

 Private Office - Desk, chair, and in an enclosed private office.
 Dedicated Desk - Desk, chair, in an open Workspace.
 Hot Desk - First-come, first-served, as available, desk, bar stool or lounge seat in open Workspace.

3. Possession and Delivery. The Workspace is accepted by the Member in its “as-is” “where-is” condition and configuration. If, for any reason, BV is unable to provide use of the Workspace at the Effective Date, Member agrees that the Term shall be automatically postponed until possession becomes available. BV’s failure to deliver possession of the Workspace shall not subject BV to any liability for loss or dam-age, nor shall it affect the validity of the Agreement. If BV does not deliver posses-sion of the Workspace within one week after the Effective Date (unless otherwise agreed in writing), the Member shall have the right to cancel the Agreement with no penalty and be entitled to a full refund of amounts paid.

4. Additional Services. BV will provide the following additional services to Member:
a. Access to a conference room, as available, on a first-come first-served basis, dur-ing regular business hours (9 o’clock a.m. to 5 o’clock p.m.);
b. Wireless internet access, which shall be subject to the terms and conditions set forth in Exhibit A;
c. Printing capability;
d. Furniture, which shall be selected by BV in its sole discretion;

5. License Fees. Member shall pay a monthly license fee (“License Fee”) of $_________ for use of the Workspace. Payment shall be made in the form of check, credit card or wire transfer. The License Fee is due on the 1st of each month. Payments that are in excess of 5 days late are subject to a late fee of ten percent of the late License Fee and 10% of all balances outstanding more than 30 days.

6. Workspace Use. Member agrees to use the Workspace provided for general office purposes only and Member may not use the Workspace to carry out any illegal ac-tivities or use the Workspace (A) in violation of law, or the Workspace Rules, or (B) for any immoral, unlawful, or objectionable purposes. Further, Member shall not use or permit the usage of any illegal drug or substance in the Workspace or in the Premises and shall not make or permit any unreasonable or unnecessary noises or odors in or upon the Workspace or the Premises. Member shall not commit, or suf-fer to be committed, any waste upon the Workspace or any nuisance (public or pri-vate) 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 Premises. Member agree not to exceed the Maximum Occupancy of the Workspace. BV or its authorized representatives may enter the Workspace at any time and such access rights shall not give rise to any decrease or abatement of Fees. Unless there is an emergency, BV will, as a matter of courtesy, try to inform Member in advance when BV needs access to the Workspace to carry out testing, repair or work other than routine inspection, cleaning and maintenance. Repair work shall be done sole-ly at the discretion of BV and the failure of BV, for any reason, to furnish any maintenance or repairs shall not render BV liable to Member, constitute a construc-tive eviction, or give rise to a refund or abatement of Fees. Member shall not cause or permit any lien to be placed on the Workspace, the Premises or the land underly-ing the Premises. Any such lien shall be discharged by Member within 10 days of Member becoming aware of such lien.

7. Access. Members shall be permitted to use the Workspace during regular business hours (9 o’clock a.m. to 5 o’clock p.m.) Monday through Friday. Member shall not place any additional locks or bolts of any kind upon any of the doors or windows of the Workspace or Premises nor make any changes to existing locks or the mech-anisms thereof.

8. Mail and Packages. Mail and packages may not be delivered to Member at the Workspace or Premises unless permitted by the Workspace Rules. The postal ser-vices may be subject to additional federal, state, and local requirements.

9. Conduct. Member acknowledge that BV is and will continue to be an equal oppor-tunity employer and that BV prohibits any form of discrimination in employment, against any of its employees (whether by its employees, its clients, including Mem-ber, or others), including, on the basis of race, color, creed, religion, age, gender, marital status, sexual orientation, national origin, or disability, or other characteris-tics protected by law. In recognition of this policy, Member and Member 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 BV or its affiliates, other clients or invitees, verbal or physical in the Premises for any reason. Member further agree, upon the request of BV, to cooperate with BV in its efforts to enforce and maintain its equal employment opportunity, non-discrimination and anti-harassment policies. BV may immediately terminate this Agreement without cost or penalty if Member or any of Member's Invitees engage in any behavior that BV deems is contrary to such poli-cies.

10. Confidentiality. Both BV and Member agree that during the Term and thereafter, the recipient of any non-public information of the other party that is designated as con-fidential 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 Workspace, and neither BV nor its applicable landlord shall have any liability arising from, Member disclosure (wheth-er intentional or not) of any of Member Confidential Information to any third par-ties present in or around the Workspace or the Premises.

11. Damages and Insurance. Member are responsible for any damage Member cause to the Workspace or any BV Personal Property beyond normal wear and tear. BV has the right to inspect the condition of the Workspace from time to time and make any necessary repairs. Member are responsible for arranging insurance for Member per-sonal property against all risks and for Member liability to and for Member employ-ees and Invitees. Member have the risk of damage, loss, theft or misappropriation with respect to any of Member personal property and liability to and for Member employees and Invitees. Member agree, as a material part of the consideration to be rendered to BV under this Agreement, to waive any right of recovery against BV, its directors, officers, employees and its applicable landlord for any damage, loss, theft or misappropriation of Member property under Member control and any liability to and for Member employees and Invitees, including for injuries to Member or Mem-ber Invitees in or about the Workspace, and Member agree to hold BV exempt and harmless and defend BV and its landlord, if applicable, from and against any dam-age and injury to any such person or to such property, to the extent arising from Member use of the Workspace or from Member failure to keep the premises in good condition and repair as provided in this Agreement. All property in Member Work-space is understood to be under Member control.

12. Workspace Rules. Member agrees to abide by the Workspace Rules set forth in Ex-hibit B, which may be amended from time to time by BV in its sole discretion.

13. Members. Member is permitted to conduct occasional meetings with work-related Members in the reserved conference room, or, for members with a Private Office membership, in Member’s office. All Members must be accompanied by Member at all times while on the Premises. Member agrees to be responsible for any damage caused by Member’s Member while on the Premises.

14. Personal Property. Private Office and Dedicated Desk members will have access to storage for personal property as permitted by Workspace Rules. BV is not responsi-ble for Member’s personal property. Member shall remove any personal property upon termination of this Agreement. Any personal property remaining on the Prem-ises after termination of this Agreement will be disposed of by BV. Member waives all claims regarding Member’s personal property.

15. Damage to the Premises. Member is liable for damage to the Premises caused by Member and authorizes BV to charge Member for repair of any such damage.

16. No-Sublicenses. Member shall not sublicense the Workspace without BV’s written authorization.

17. Termination.
(a) After the Initial Term, Member or BV may terminate this Agreement without cause upon 30 days written notice.
(b) BV may terminate this Agreement immediately upon a material breach of this Agreement by Member.

18. Indemnification. Member agrees to indemnify and hold harmless BV against all losses, damages, liabilities, costs or expenses, including reasonable attorneys’ fees, resulting from all claims, proceedings, investigations or actions arising out of or in connection with Member’s breach of this Agreement or Member’s negligent or will-ful acts or omissions. This indemnification obligation shall survive the expiration or termination of this Agreement.

19. Limitation of Liability. To the extent permitted by law, BV disclaims all warranties, express or implied, with respect to the Premises and the services. BV shall not be li-able under any legal or equitable theory for (i) any special, indirect, incidental, puni-tive, compensatory or consequential damages of any kind whatsoever or (b) damag-es in excess of $100. Without limitation to the foregoing, Member, on behalf of Member, and Member’s personal representatives, successors, heirs, and assigns, hereby voluntarily agree to release, waive, forever discharge and hold harmless BV, its members and employees from any and all liability and all claims, actions, or losses which may arise from the actions of other members or third parties on the Premises.

20. Force Majeure. Performance of any obligation of BV hereunder will be excused so long as prevented by act of God, weather, act of a public enemy, fire, or other casu-alty, labor dispute, electrical shortage, failure of communications or common carrier or other circumstances reasonably beyond BV’s control and that it cannot circum-vent using its best efforts (“Force Majeure”). Without limiting the foregoing, in the event that the Force Majeure continues for more than ninety (90) days, then Mem-ber may terminate the Agreement upon thirty (30) days’ written notice to BV.

21. Suspension of Services. BV may by notice suspend the provision of services (in-cluding access to the Workspace) for reasons of political unrest, strikes, terrorism, Acts of God or other events beyond BV’s or BV’s landlord’s reasonable control. This Agreement shall automatically terminate if the Workspace is rendered unusable as a result of a fire, other casualty or a condemnation. As between BV and Member, all proceeds of any condemnation award shall belong to BV and all insurance pro-ceeds of BV shall be retained by and belong to BV. BV may also suspend the pro-vision of services (including access to the Workspace) in the event the Workspace or the Premises is being renovated or repaired, in which event Member will be relo-cated to another Workspace within the Premises, or if necessary, to another Premis-es, all at BV’s reasonable cost.

22. Relationship of the Parties. The Agreement shall not create or be deemed to create any agency, partnership or joint venture between BV and Member.

23. Assignability. This Agreement is not assignable by Member, either in whole or in party, without the written prior approval of BV.

24. Severability. If a court of competent jurisdiction shall declare any part of the Agreement invalid or unenforceable, it shall not affect the validity of the balance of the Agreement.

25. No Waiver. The failure by BV to exercise rights granted to BV herein upon the oc-currence of any of the contingencies set forth in this Agreement shall not constitute a waiver of such rights upon the recurrence of such contingency.

26. Interpretation. The Agreement shall be fairly interpreted in accordance with its terms and without strict construction in favor of or against a party based on the identity of the drafter of the Agreement or any term or provision of it.

27. Governing Law; Entire Agreement. This Agreement shall be construed in accord-ance with the laws of the State of Illinois, without regard to its conflict of law rules. Any dispute related to this Agreement shall be resolved in the state or federal courts of the State of Illinois, and the parties consent to the jurisdiction thereof.

28. Disclaimer. EXCEPT AS PROVIDED HEREIN AND IN ANY HOUSE RULES, BV IS PROVIDING ITS WORKSPACE TO THE MEMBER "AS IS," AND BV DIS-CLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE WORKSPACE, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FIT-NESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. BV CANNOT AND DOES NOT GUARANTEE AND DOES NOT PROMISE TO MEMBER, ANY SPECIFIC RESULTS FROM USE OF THE WORKSPACE. BV DOES NOT REPRE-SENT OR WARRANT THAT THE WORKSPACE WILL MEET MEMBER RE-QUIREMENTS; THAT THE WORKSPACE MEETS APPLICABLE LEGAL STANDARDS OR IS SAFE AND SUITABLE FOR MEMBER INTENDED USE.

29. No Lease. MEMBER ACKNOWLEDGE THAT THIS AGREEMENT IS NOT A LEASE OR ANY OTHER INTEREST IN REAL PROPERTY. IT IS A CONTRAC-TUAL 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. BV retains legal possession and control of the Workspace assigned to Member. BV’s obligation to provide Workspace and services to Member is subject, in all respects, to the terms of BV’s lease with BV’s landlord, if applicable. This Agreement and the License granted hereunder shall terminate simultaneously with the termination of BV’s master lease or the termination of the operation of BV Area for any reason at no cost or penalty to BV. Member do not have any rights under BV’s lease with its landlord, if applicable. When this Agree-ment expires or is earlier terminated, Member License to occupy the Workspace shall automatically be revoked. Member agree to remove Member personal property and leave the Workspace as of the date of such expiration or termination. BV is not responsible for Member personal property left in the Workspace after expiration or termination. If Member fail to remove Member personal property, at BV’s option, such personal property shall (a) be deemed conveyed to BV and shall become the property of BV, or (b) be removed from the Workspace by BV at the Member’s ex-pense.

ACCEPTED AND AGREED:

BOOKMARK VENTURES, LLC
By: ____________________________________________ Date: _________________
Its:

MEMBER
Signature:_______________________________________ Date: _______________

Name (printed): __________________________________

EXHIBIT A
Wireless Internet Access Terms and Conditions

Member agrees that Member will use the wireless internet access (“wifi”) only for lawful purposes. Member will not use the wifi to:
(a) send unsolicited commercial messages;
(b) transmit any false, inaccurate or misleading information;
(c) be defamatory, obscene, indecent, threatening or harassing;
(d) infringe upon any third party’s intellectual property rights;
(e) access protected data or intercept personal information without authorization;
(f) engage in any illegal conduct.

EXHIBIT B
Workspace Rules

1. Member shall comply with all applicable laws, statutes, ordinances, regulations and rules with respect to Member’s use of the Premises. Member shall not use the Premises for any unlawful purpose or conduct any unlawful business venture on the Premises.
2. Member shall treat other members with respect and shall not engage in any harass-ing, defamatory, obscene, indecent or threatening conduct.
3. No animals of any kind shall be allowed on the Premises without BV’s written au-thorization.
4. Member shall not make alterations, additions or improvements to the Workspace, including the installation of lighting or any phone or data lines.
5. Member shall not generate, store, install, dispose of or otherwise handle any haz-ardous materials in the Workspace, or in or around the Premises, in any manner contrary to any applicable law. Member shall be liable for the costs of any remov-al, clean-up and/or remediation of any hazardous materials released by Member or its invitees.
6. Member shall not put up any signs on the doors to the Workspace or Premises or anywhere else, which are visible from outside the Workspace Member are using, or the Premises.

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