Legal Terms + Conditions
Desk & Office Space Membership Agreement
This License Agreement (this "Agreement') is made by and between Bromleigh Ventures, LLC, dba West Hartford Coworking (“Licensor") and you (“Licensee”).
WHEREAS, Licensor wishes to license to Licensee and Licensee wishes to receive a license (the "License") from Licensor to use office space(s) or workstation(s) in a portion of the premises located at 430 New Park Drive, Hartford, CT (the "Premises") and receive services pursuant to the provisions of this Agreement.
NOW, THEREFORE, in consideration of the promises and mutual covenants in this Agreement, and for other good and valuable consideration, the receipt, and sufficiency of which are hereby acknowledged, the parties, each intending to be fully and legally bound, agree as follows:
1. Standard Services
(a) Office Space. Licensor shall use its good faith efforts to provide Licensee with access to space(s) and/or workstation(s) ("Office Space”) within the Premises based on the Membership Subscription of each member. Licensor reserves the right to reduce or increase the size, number, or configuration of the Office Space from time to time; provided, however, that in the event the Office Space is decreased, the fees shall be appropriately reduced. Licensor will make all reasonable attempts to provide at least thirty (30) days’ notice to Licensee should changes to the Office Space be necessary.
(b) Services. Licensor will use reasonable efforts to provide Licensee access to and use of the shared internet connection, standard power outlets, and common areas (including, but not limited to, lounge, kitchenette, bathroom, and other facilities) in common with other licensees and invitees of Licensor at the Premises. All services provided by or on behalf of Licensor under this Agreement (collectively, the "Services") may be added to, deleted, or changed at any time at the discretion of Licensor and without prior notice to Licensee. Any or all of the Services may be provided by Licensor, an affiliate of Licensor, or any third-party service provider designated by Licensor, which service providers are subject to change at any time at the discretion of Licensor and without prior notice to Licensee.
(c) Access. Licensor and its designees shall, at all times, have access to the Office Space, with or without notice to Licensee, including, but not limited to, for purposes of maintenance, safety, or emergency, and may temporarily move the Office Space and/ or furniture, and remove or replace parts and components of the Office Space.
(d) Maintenance. The Office Space shall be maintained by Licensor in good functional condition, provided, however, that Licensor shall not be responsible for damage exceeding normal wear and tear caused by Licensee's acts and omissions or the acts and omissions of Licensee's employees, agents, or invitees.
2. Services Agreement
(a) Nature of the Agreement. Notwithstanding anything to the contrary, Licensor and Licensee expressly acknowledge and agree that (i) the License is and shall at all times be a License; (ii) the relationship between Licensor and Licensee created hereunder is that of a licensor-licensee, and not that of landlord-tenant or lessor-lessee; and (iii) this Agreement shall be in no way construed as to grant Licensee any title, easement, lien, possession or related rights in Licensor's business, the Premises, or anything contained therein. Licensee acknowledges that this Agreement creates no tenancy interest, leasehold estate, or other real property interest in Licensee's favor.
(b) Term. Licensor will use its commercially reasonable efforts to make the Office Space designated available to Licensee as of "Start Date” entered into Member Management System - Habu. If Licensor is unable to make the Office Space available for Licensee as of the Start Date, Licensor will not be subject to any liability therefor, nor will such failure affect the validity of this Agreement; provided, however, that Licensee will not be obligated to pay the License Fee (as hereinafter defined) or perform its obligations under this Agreement until the Office Space is made available to Licensee. Subject to the terms outlined in membership and/or product descriptions.
(c) Termination by Licensee. Licensee may terminate this Agreement by serving Licensor in writing of intent to terminate the Agreement at least thirty (30) days prior to the termination. Licensee expressly agrees that Licensee may specify only the last day of the calendar month as the termination date. Subject to the terms outlined in membership and/or product descriptions.
(d) Termination by Licensor. Licensor may immediately and without notice to Licensee terminate this Agreement: (i) upon breach of this Agreement by Licensee, its agents, employees, or invitees, whether or not such breach is later corrected; (ii) upon termination of Licensor's rights in the Premises; or (iii) at any other time, whereupon Licensor, in its sole discretion, sees fit to do so. Licensee shall remain liable for past due amounts through the date of termination and Licensor may exercise its rights to collect such past due amounts despite termination of this Agreement.
(e) Removal of Property upon Termination. On or prior to the termination of this Agreement, Licensee shall remove all of its property from the Office Space. Licensor shall be entitled to dispose of any of Licensee's or any third party's property remaining in or on the Office Space after the termination of this Agreement, without notice to Licensee, and Licensee waives any claims or demands regarding such property.
(f) Updates to Agreement. Licensor may from time to time update this Agreement and shall provide notice to Licensee of such updates by public posting or email, which shall be the responsibility of Licensee to review. Such updates to this Agreement shall become effective one (1) full month after the date of notice thereof. Licensee’s continued use of the Office Space and/or Services beyond such time shall constitute acceptance of the new terms.
3. Consideration
(a) Fees. Licensee agrees to pay in lawful money of United States, in advance, a monthly License Fee (the “License Fee”) and other fees for Services as determined by Licensor, subject to change at the discretion of Licensor with at least thirty (30) days’ notice to Licensee.
(b) Security Deposit. Upon execution of this Agreement, Licensee shall deliver to Licensor a Security Deposit equal to one month's License Fee, due immediately to hold Office Space. Security Deposit is to be collected via account and payment profile set up through our member management system where a valid credit or debit card must be entered. Said security deposit to be refunded to Licensee within thirty (30) days following the termination date, subject to Licensee's complete satisfaction of Licensee's obligations under this Agreement; provided that if L. Licensor shall have no duty to keep the Security Deposit in an escrow or interest-bearing account and such funds will be available for use by Licensor for the duration of this Agreement for any costs incurred as a result of a default by Licensee hereunder and/or to pay any amounts due hereunder which are not timely paid by Licensee. Licensee acknowledges that Licensee is not entitled to any interest on the Security Deposit. If Licensee wishes to voluntarily change the Office Space to one(s) carrying higher license fees, additional Security Deposit shall become due and owing prior to such change equal to the amount above offset by the previously rendered Security Deposit. Licensee acknowledges that the purpose of the Security Deposit is to serve as an incentive to Licensee to vacate the Office Space in an acceptable condition and that it is not intended to serve as a reserve with which fees can be paid. To ensure that the full Security Deposit amount is on hand at all times during the term of this
Agreement, Licensee shall deliver to Licensor upon demand any amount drawn upon by Licensor pursuant to the terms hereof.
(c) Other Fees. Licensee is subject to additional fees and/or penalties for late payments, returned checks, or other declined payments due to insufficient funds and/or as set forth in fee schedules published or posted by Licensor. Licensee acknowledges all such fees are subject to change at the discretion of Licensor and with notice to Licensee.
(d) Application of Funds. When Licensor receives funds from Licensee, funds shall be applied first to any balances which are in arrears and to the earliest month due first. Once past balances are satisfied, any remaining portion of funds received shall be applied to current fees due and owing.
(e) Withholding Services. Licensor may withhold services (including, for the avoidance of doubt, denying Licensee access to the Office Space) while there are any outstanding fees due or Licensee is otherwise in default of this Agreement.
4. Terms and Conditions
(a) Licensee acknowledges and agrees to the following terms and conditions:
i. Licensee is entitled to use the Office Space solely as general office space in the conduct of Licensee's business and for no other use whatsoever.
ii. Licensee, at its expense, shall maintain at all times during the term of this License, commercial general liability insurance and any other type of insurance which may arise due to Licensee's use of the Premises in form and amount appropriate to Licensee's business and acceptable to Licensor. Licensor and landlord (if applicable) shall be named as additional insureds on any such policies of insurance. Licensee shall provide proof of insurance upon Licensor's request. If Licensee shall fail to carry such insurance, Licensor shall not be liable in any manner. Licensor reserves the right, but shall have no obligation, to purchase required insurance on behalf of Licensee at Licensee's expense, including any costs of Licensor related thereto.
iii. Licensee may not use any of the Services or the Premises to conduct or pursue any illegal activities (including the downloading of music, software, movies or any other activity that violates intellectual property laws).
iv. Licensee shall not conduct any activity that is generally regarded as offensive to other people, such as, but not limited to, involvement in hate groups and/or their ideologies, activities involving pornographic or sexually explicit materials, or obscenities, whether written, oral or in any form or medium known or to be created.
v. Licensee may use the address of the Premises as its business address; provided, however, that Licensee may not use pictures or illustrations of the Premises in any advertising, publicity or other purpose, nor shall Licensee use the trade name “West Hartford Coworking”, in each instance without the prior written consent of Licensor. Further, no press release, advertising, sales literature or other publicity statements relating to the existence or substance of this Agreement or the relationship of the parties created by it, shall be made by Licensee without the prior written approval of Licensor.
vi. Licensee shall not conduct any activity which may be hazardous to other persons in the building. vii. Licensee shall refrain from any activities that may be disruptive, including, but not limited to, acts of disorderly nature or excessive noise.
viii. Licensee may not upload any files that contain or may contain viruses, "Trojan Horses", worms, time bombs, corrupted files, or any other similar software, whether known or unknown, which may damage or disrupt the operation of any other licensees or occupants of the Premises.
ix. Licensee is responsible for the actions of all persons that Licensee, its agents, assigns, or invitees allow or invite to enter the Premises and/or the building. Licensee, its agents, assigns, and invitees acknowledge that at no time shall they allow a party unknown to them to enter the Premises or the building and that such action may result in the termination of this Agreement.
x. Licensee acknowledges that keys, key cards, key fobs and other such items used to gain physical access to the building and/or the Office Space remain the property of Licensor. Licensee shall make efforts to safeguard Licensor's property and shall be liable for replacement costs should any such property be lost.
xi. Licensee shall not alter the Office Space or attach or affix any items to the walls without the consent of Licensor.
xii. Licensee shall not bring additional furniture, furnishings or decorations into the Office Space or install satellite or microwave antennas, dishes, cabling, technology or telecommunications lines in the Office Space without the prior written consent of Licensor, which Licensor may refuse at Licensor's discretion.
xiii. Licensee may not resell, lease, license or distribute any of the Services to any third party.
xiv. Licensee shall not attempt to (or allow others to) gain unauthorized access to the servers located at or serving the Premises or any content of any other person.
xv. Licensee may have no direct access to the landlord of the Premises. Licensee shall have no right to complain or demand anything from landlord and shall address all issues directly to Licensor.
xvi. Any acts of spamming by Licensee to Licensor or its members shall result in immediate termination of this Agreement. xvii. Licensee shall notify Licensor of any change to its contact information (telephone and email).
xviii. Licensee acknowledges that it must receive community emails as part of its obligations and duties as a licensee. Licensor shall serve notice of any changes to services, fees, or other updates by email to the address provided by Licensee and Licensee agrees that such notice transmitted is proper.
xix. Licensee acknowledges that carts, dollies, and other freight items may not be used in the Premises, unless permitted at Licensor's discretion.
xx. Licensee agrees to hold all information not generally known to the public, including but not limited to the terms of this Agreement, (“Confidential Information”) of Licensor and other licensees in the building in strict confidence and to take all reasonable precautions to protect Confidential Information. Licensee acknowledges that any disclosure or unauthorized use of Confidential Information will constitute a material breach of this Agreement and cause substantial harm to the injured party for which damages would not be a fully adequate remedy. In the event of any such breach, Licensor shall have, in addition to other available remedies, the right to injunctive relief (without being required to post any bond or security). Neither the Licensor nor the Licensee may disclose the terms of this Agreement without the other’s prior written consent, unless required by applicable law. The obligations of this Section 4(a)(xxii) shall continue for a period of one (1) year after termination of this Agreement.
xxi. Licensee shall not store any of its property or materials in common areas or hallways. xxii. Licensor may disclose information about Licensee as Licensor deems necessary to satisfy any applicable law, regulation, legal process or government or landlord request. xxiii. Licensee agrees to abide by other rules and regulations as determined by Licensor which are communicated to Licensee by email, other written notice, or public posting. Licensor may add, delete or amend terms and conditions at its discretion and with notice to Licensee.
(b) Waiver of Claims Concerning Property.
To the maximum extent not prohibited by Law, Licensee, on its own behalf and on behalf of its employees, agents, and invitees, waives any and all claims and rights against Licensor, its subsidiaries and affiliates, and each of its and their past, present and future principals, members, assignees, managers, directors, officers, employees, agents, successors, and assigns resulting from bodily injury or injury or damage to, or destruction, theft, or loss of, tangible or intangible property. Licensor and such related parties shall not be liable for damages, liabilities, or expenses of any kind resulting from such matters regardless of whether such damages, liabilities, or expenses result from any active or passive act, error, omission, or negligence of Licensor or any such related parties. Licensee agrees that Licensee will be responsible to maintain appropriate insurance providing coverage for Licensee's property.
(c) Disclaimer of Warranties.
Licensor expressly disclaims and excludes all warranties, whether express, implied or statutory, with respect to the Office Space or the Services provided by or on behalf of Licensor, including, but not limited to, any warranty of merchantability, fitness for a particular purpose, non-infringement, habitability, or quiet enjoyment, or any warranties that may have arisen or may arise from course of performance, course of dealing or usage of trade. Furthermore, Licensor makes no warranties regarding the quality, reliability, timeliness or security of the Office Space or any Services provided by or on behalf of Licensor or that any Services will be
uninterrupted or operate error-free. The Office Space and Services provided by Licensor are provided "as is" and "with all faults."
(d) Limitation of Liability.
The aggregate monetary liability of Licensor, its subsidiaries, and affiliates, and its and their past, present, and future principals, members, assignees, managers, directors, officers, employees, agents, successors, and assigns to Licensee, its employees, agents, and invitees for any reason and for all causes of action, whether in contract, tort, or otherwise, will not exceed the total fees paid by Licensee to Licensor under this Agreement during the two-month period before the cause of action accrued. Licensor, its subsidiaries, and affiliates, and its and their past, present, and future principals, members, assignees, managers, directors, officers, employees, agents, successors, will not be liable under any cause of action, whether in contract, tort, or otherwise for any indirect, special, incidental, consequential, or punitive damages, including, but not limited to, loss of profits or business interruption even if Licensor has been advised of such damages. Licensor’s provision of the Office Space and the Services and its obligations under this Agreement are consideration for limitation of liability as stated. The limitations, disclaimers, and exclusions in this Agreement shall apply to the maximum extent allowed by law, even if remedy fails its essential purpose.
(e) Limitation of Actions.
Licensee may not commence any action, suit, or proceeding against Licensor, its subsidiaries or affiliates, or any of its or their past, present, or future principals, members, assignees, managers, directors, officers, employees, agents, successors, or assigns, whether in contract, tort, or otherwise unless the action, suit, or proceeding is commenced within one (1) year of the cause of action's accrual.
(f) Indemnification.
Licensee will defend and indemnify Licensor, its subsidiaries and affiliates, and each of its and their past, present and future principals, members, assignees, managers, directors, officers, employees, agents, successors, and assigns for, from, and against any and all claims, actions, proceedings, damages, liabilities, and expenses of every kind (, including reasonable attorney's fees), resulting from and arising out of any breach by Licensee or Licensee's employees, agents, or invitees of this Agreement, or the negligent actions, errors, omissions, willful misconduct, and/or fraud of Licensee or Licensee's employees, agents or invitees. If any such claim, action, or proceeding is brought against Licensor, and/or Licensor's related parties, Licensee, upon written notice from Licensor, will, at Licensee's expense, resist or defend such action or proceeding by counsel approved by Licensor in writing, such approval not to be unreasonably withheld.
(g) Governing Law; Venue; Waiver of Jury Trial.
This agreement is governed by the laws of the State of Connecticut, without giving effect to any conflict of law principle that would result in the laws of any other jurisdiction governing this Agreement. Any action, suit, or proceeding arising out of the subject matter of this Agreement will be litigated in courts located in Hartford, Connecticut. Licensee consents and submits to the jurisdiction of any local, state, or federal court in Hartford Connecticut. Licensee, by entering into this Agreement, hereby irrevocably agrees to waive any right to a jury trial of any claim or cause of action based upon or arising out of the subject matter of this Agreement.
(h) Attorney's Fees.
If any arbitration, action, suit, or proceeding is instituted to interpret, enforce, or rescind this Agreement, or otherwise in connection with the subject matter of this Agreement, including, but not limited to, any proceeding brought under the U.S. Bankruptcy Code, the prevailing party will be entitled to recover with respect to the claim, in addition to any other relief awarded, the prevailing party's reasonable attorney's fees and other fees, costs and expenses of every kind in connection with the arbitration, action, suit, or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator or court
(i) Waiver.
Neither party shall be deemed by any act or omission to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving party, and then only to the extent specifically set forth in writing.
(j) No Assignment.
Licensee may not transfer, sublicense, or otherwise assign or delegate any of Licensee's rights or obligations under this Agreement to any person without the prior written consent of Licensor, which Licensor may withhold in Licensor's sole discretion.
(k) Subordination.
This Agreement is subject and subordinate to Licensor's lease with Licensor's landlord ("Landlord") for the Premises and to any other agreements to which Licensor's lease with Licensor's Landlord is subject or subordinate. Licensee acknowledges that Licensee has no rights under Licensor's lease with Landlord.
(l) No Third-Party Beneficiaries.
Except for third parties entitled to indemnity under the indemnification provision in this Agreement or third parties whose liability is specifically limited pursuant to the terms of this Agreement, Licensor and Licensee do not intend to confer any right or remedy on any third party.
(m) Force Majeure.
Neither party is liable for, and will not be considered in default or breach of this Agreement on account of, any delay or failure to perform as required by this Agreement (with the exception of any obligations on Licensee's part to pay any sum of money due Licensor hereunder, including, without limitation, the payment of the
License Fee, which shall remain unaffected by the provisions of this paragraph) as a result of any causes or conditions that are beyond such party's reasonable control and which such party is unable to overcome by the exercise of reasonable diligence, provided that the affected party will use best efforts to resume normal performance.
(n) Severability.
If a provision of this Agreement is determined to be unenforceable in any respect, the enforceability of the provision in any other respect and of the remaining provisions of this Agreement will not be impaired.
(o) Survival.
All provisions of this Agreement that would reasonably be expected to survive the termination of this Agreement will do so.
(p) Attachments.
Any addenda, exhibits, schedules, and other attachments referenced in this Agreement are part of this Agreement.
Conference Room Rental:
Please Note: To confirm your conference room booking and hold the date, payment is due immediately. Due to demand, we do not refund for cancellations. Should you need to cancel within that time period - don't panic! - we can apply the cost of the booking to your next visit with us.
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In an effort to provide an enjoyable and productive experience for customers, please read and understand the below house rules, terms and conditions. Payment of this invoice constitutes as agreement to the below.
Section 01: House Rules
1. The maximum capacity for the conference room is 8 people. No more than 8 people will be allowed in the meeting room in the interest of health and safety.
2. The customer that booked conference room assumes liability for all guests invited to the property and will pay for any damage caused to property or equipment within 48 hours.
3. Customer and all of the guests agree to refrain from profane language and obscenities while on the premises of West Hartford Co-Working and keep voice and conversations to a professional, comfortable and considerate level for the benefit of all co-members and visitors.
4. Use of alcohol must be approved by an agent of West Hartford Co-Working. Violation of this rule may result in a penalty of up to $1000.00 and lifetime restriction from using the co-working space.
5. Use and possession of illegal drugs or classified substance without appropriate doctor issued prescription is prohibited. Violation of this rule may result in a penalty of up to $1000.00 and lifetime restriction from using the co-working space.
6. West Hartford Co-Working is a tobacco-free zone. Smoking, use of vaporizers, and other smokeless tobacco products are prohibited on the premises including indoor office space and in the space directly in front of the entrance and exits to the co-working space. Violation of this rule may result in a penalty of up to $1000.00 and lifetime restriction from using the co-working space.
7. Customer that has booked the conference room and all guests are limited to the following areas: West Hartford Co-Working conference room, kitchen, hallways, and restrooms unless otherwise specified.
8. Customer agrees not to use tape on walls.
Section 02: Equipment and Amenities
1. West Hartford Co-Working shall furnish the following items to hourly conference room rental customers: conference table and 8 chairs, white board, access to West Hartford Co-Working wireless internet network, LCD television with HDMI input connection, access to potable water for customer (and all guests), and access to restrooms. Coffee service using a single serve coffee machine may be available upon request. Customer is responsible for providing appropriate adaptors to connect computer to LCD television and/or projectors.
2. West Hartford Co-Working will make a good faith attempt to provide customer with working technology including wireless internet access points. Customer agrees to hold West Hartford Co-Working harmless in the event of an internet service outage from the internet provider. In these situations, West Hartford Co-Working will make every practical attempt to supply customer with an alternative internet connection using cellular technology.
3. Office supplies are not provided by West Hartford Co-Working. Use of color laser printer is available to customer to print no more than 100 pages per day or rental session.
Section 03: Reservation Time, Payments, and Refunds
1. Customer agrees to pay in advance of conference room, office, desk or event registrations reservation. Booking is not held for customer until payment in full is received. Payment is non-refundable, but can be applied to another date or service of similar value.
2. In some cases, the customer may not occupy the conference room for the full duration of the reservation. In this situation, West Hartford Co-Working has no obligation to refund partial payment to customer.
3. In some cases, customer may need to use the conference room for longer than the original reservation time. In this situation, West Hartford Co-Working may rent the conference room to customer for additional hours at the contracted rate of the reservation if the room is available.
4. West Hartford Co-Working strives to provide an enjoyable experience to customers and members. Refunds outside the bounds of written policies will be issued at the discretion of West Hartford Co-Working management.
5. Customer agrees to binding arbitration in the unlikely event of a dispute. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration.
By paying your invoices, you are agreeing to all rules, terms, and conditions. Please email all questions or concerns to team@wehaworks.com