Terms and Conditions
General Terms and Conditions
The Garden Membership Terms and Conditions
- Use of the Space. The Garden grants to Licensee a non-exclusive license, which is non-transferable by Licensee, freely transferable by The Garden, and revocable at will without cause by only The Garden, for the sole purpose of general office space for business activities. Licensee agrees that it shall only use the space, office or desk(s) assigned by The Garden and shall not encroach upon or obstruct the neighboring licensees of other Members of The Garden, any common areas of the Campus, passageways or use any other areas for any other purpose unless otherwise provided for herein without the prior written consent of The Garden. Nothing contained in this License shall be considered as in any way constituting a partnership between The Garden and Licensee. Licensee agrees that it does not and shall not claim at any time any leasehold interest, nor a license coupled with an interest, nor any other interest or estate of any kind or extent whatsoever in any part of The Garden.
- Use of the Tools. The Garden grants to Licensee a non-exclusive license, which is non-transferable by Licensee, freely transferable by The Garden, and revocable at will without cause by only The Garden, for the sole purpose of the use of all and any tools in the workshop of The Garden. Licensee may only use said tools once Licensee has been cleared for use on a specific tool by a member of The Garden staff. Clearing lessons are available upon request and scheduled when staff is available.
- Payment. Licensee shall pay to The Garden for this License the Monthly License Fee by credit card or electronic transfer (e.g. ACH) via the Nexudus platform, on or prior to the first day of each month following the date of this License, without notice or demand. To the extent that Licensee is part of a company with multiple Licensees at The Garden, one person will be chosen as the Billing Administrator, who will set up a credit card to be charged each month by The Nexudus Platform. The Nexudus Platform will automatically charge the credit card or electronic account on file at the beginning of each month. In the event the License Term commences on any day other than the first day of a calendar month, the Monthly License Fee for such partial month shall be prorated based upon the actual number of days of the License Term during such month (rounded to the nearest week). The Monthly License Fee may be increased once during the license period and upon renewal of the license at the sole discretion of The Garden.
- Security Deposit. Concurrent with Licensee’s execution of this License, Licensee shall deliver the Security Deposit to The Garden. The Security Deposit shall be held by The Garden, without interest, and may be commingled with other assets of The Garden. Licensee acknowledges that if Licensee defaults in the performance of any of its obligations hereunder, The Garden may, but shall be under no obligation, to use the Security Deposit to satisfy any or all of such obligations and pay any amounts due hereunder. The Security Deposit, or balance thereof, shall be returned to Licensee 14 days after the later of: (i) termination of this License; or (ii) the date Licensee vacates the office or desk(s) assigned by The Garden. The Garden’s obligation to return the Security Deposit, or balance thereof, shall be met by delivering payment to the address provided by Licensee. Security Deposits are required for any membership with a space option (Unreserved, Reserved, or Office), with the exception of Corporate Memberships, and will be designated at the time that a membership plan is chosen on The Nexudus Platform. The Security Deposit is valued at 40% of membership plan monthly agreement cost.
- Termination. In the absence of notification by Licensee or The Garden, this Agreement will remain in force and be automatically extended for consecutive periods of thirty (30) days each, subject to a thirty (30) day written notice of termination by either party. The thirty (30) day period will commence on the first day of the month following the date of such written notice. Licensee shall provide written notice to The Garden via email or letter. Nonpayment of License Fee automatically begins the thirty (30) day termination period unless and until Licensee cures such nonpayment. If Licensee fails to vacate office or desk(s) on the expiration or earlier termination of the Term, Licensee shall be deemed a trespasser and in breach of this Agreement and The Garden may immediately remove Licensee and Licensee’s personal property from the assigned office, desk(s) or common space.
- Use of Shared Office Resources. The Garden shall provide utilities, general office services (e.g. printer), and internet services on an ‘unmetered’ basis. This ‘unmetered’ basis is premised on a good-faith understanding between The Garden and the Licensee that this privilege will not be abused. Employing The Garden services well beyond normal office use, defined as the norm amongst other licensees, without prior discussion, after having received notice that The Garden is concerned about this level of use, and given a reasonable opportunity to cure it, will be considered a breach of this License. Licensee shall cause its employees not to use the internet for any unlawful or illegal purpose, or for viewing pornography. The Garden reserves the right to implement a metering system as necessary to ensure fair and orderly access to common resources.
- Member Benefits. If Licensee is an Open Desk Member, The Garden shall provide Licensee with the following benefits: · Access to desk while on premises · 0800-2200 access to the Campus on each day of the year (except in the event of an emergency) · Wireless high-speed internet · Reasonable use of all tools in workshop and clean making facilities · Reasonable use of printer, scanner, and fax machine, if available · Access to The Garden workshops and programming. If Licensee is a Dedicated Desk Member, The Garden shall provide Licensee with the following benefits: · Dedicated desk(s) with power · 24/7 access to the Campus on each day of the year (except in the event of an emergency) · Wireless high-speed internet · Reasonable use of all tools in workshop and clean making facilities · Reasonable use of printer, scanner, and fax machine, if available · Access to conference rooms through reservation system · Licensee will be provided 4 hours of conference room use per month without charge. · Locking storage unit under desk · Ability to receive mail and packages · Access to The Garden workshops and programming. If Licensee is a Dedicated Office Member, The Garden shall provide Licensee with the following benefits: · Dedicated office as jointly determined by Licensee and The Garden; desks and chairs provided · 24/7 access to the Campus on each day of the year (except in the event of an emergency) · Wireless high-speed internet · Reasonable use of all tools in workshop and clean making facilities · Reasonable use of printer, scanner, and fax machine, if available · Access to conference rooms through reservation system · Licensee will be provided 8-12 hours of conference room use per month without charge based on office size. · Locking storage unit on premises · Ability to receive mail and packages · Outdoor signage at The Garden · Access to The Garden workshops and programming · HVAC services provided Monday through Friday, 8:00 am to 6:00 pm, and on Saturdays, 9:00 am to 1:00 pm. · Licensee may arrange in advance for extended HVAC services, although a surcharge may apply.
- The Garden Activities and Events. The Garden reserves the right to hold public or private events at the Campus outside of normal business hours (Monday through Friday after 6:00 pm, and on weekends) and, on occasion with a minimum of two weeks notice, during business hours. To accommodate such events that are outside of business hours, The Garden may, on occasion, temporarily move Licensee desk(s) with notice of 2 business days and shall return desk(s) and effects to their previous condition by 8:00 am the next day. The Garden shall make reasonable efforts to keep such distraction to a reasonable minimum. Property within Reserved Offices will not be disturbed.
- Decorum. Dedicated Desk Member or Dedicated Office Member Licensee shall maintain, at its sole cost and expense, the desk(s) or office assigned by The Garden in not worse than the condition in which the same was delivered to Licensee, and shall be responsible to pay for all necessary replacements and repairs to the desk(s) or office assigned by The Garden to the extent such replacements or repairs are caused by the negligence or willful misconduct of Licensee. Licensee shall not harm or damage in any way the Campus or any part(or tool) thereof, commit waste, create nuisance (including bothering its neighbors or other licensees at the Campus), make any use of the Campus which is offensive in The Garden’s sole opinion, nor do any act which would, in The Garden’s sole opinion, tend to injure the reputation of The Garden or the Campus. Licensee agrees not to send unsolicited commercial email (spam) using The Garden’s network, and to cooperate fully when requested by The Garden to remove viruses, worms, Trojans, bots and other malware from its computer systems. To minimize interference with the common wireless data and voice network(s) The Garden provides for the use of all permitted licensees and guests of the Campus, Licensee agrees that it will not set up an independent wireless network at the Campus without prior consultation and approval from The Garden. Licensee shall not make any alterations or additions, nor permit the making of holes in the Campus’s walls, partitions, ceilings or floors, nor permit the painting or placing of exterior signs, placards, promotions or other advertising media, banners, pennants, awnings, aerials, antennas, or the like in or about The Garden under any circumstances without the prior written consent of The Garden. Licensee shall comply with all laws, ordinances, orders and regulations affecting Licensee’s business and this License. Licensee acknowledges that no trade or occupation shall be conducted in the Campus or use made thereof, which will be unlawful, improper or offensive, or contrary to any law or any municipal by-law or ordinance in force in the Commonwealth of Virginia.
- Liens. Licensee agrees not to suffer any lien to be filed against the Campus by reason of any work, labor, services, or materials performed at or furnished to the office or desk(s) assigned by The Garden, to Licensee, or to anyone claiming rights through or under Licensee. Nothing in this License shall be construed as a consent on the part of The Garden or subject The Garden’s estate in the Campus to any lien of liability under the laws of the Commonwealth of Virginia.
- Non-Liability of The Garden. The Garden shall not be liable to Licensee for damages or otherwise for any delay or cessation in the commencement or continuance of Licensee’s business operations. The Garden’s only obligation under this License is to perform the obligations prescribed to it pursuant to this License.
- Relocation and Revocation. The desk(s) or office assigned to any Licensee by The Garden may be relocated within the Campus at any time by The Garden with notice, with no liability to The Garden. Licensee acknowledges that no exclusive rights or use have been granted or given to it by The Garden or The Garden’s agents or employees. This License does not grant any exclusivity rights to Licensee and The Garden shall have the right to license any space at The Garden to anyone it chooses.
- Access. The Licensee acknowledges that The Garden’s active management of the Campus necessitates that The Garden be able to access the office or desk(s) assigned by The Garden, without advance notice, in order to provide services to the office or desk(s) assigned by The Garden, view the condition of the office or desk(s) assigned by The Garden, make alterations and repairs and so forth. The Garden will make reasonable efforts to ensure that such visits do not disrupt Licensee’s operations. Upon termination of this license, Licensee shall surrender to The Garden all keys and pass cards to any locks on doors entering or within the Campus, and give to The Garden the explanation of the combination of all locks for safes, safe cabinets and vault doors, if any, remaining in The Garden.
- Indemnification. Licensee hereby agrees to indemnify, defend and hold The Garden and Building Momentum LLC, its respective managers, employees, agents, contractors, lessees, parents, subsidiaries, affiliates and the successors or assigns of any of the above mentioned parties (collectively, “The Garden Indemnitees”) harmless from and against any and all claims, actions, liens, demands, expenses and judgments for loss, damage or injury to property or persons (collectively, “Claims”) in any way connected with, the conduct or management of Licensee’s business, or otherwise arising from this License or Licensee’s activities hereunder, including all costs, expenses and attorney’s fees. The foregoing indemnity shall not apply to the extent any such Claims are caused by the gross negligence or willful misconduct of The Garden or its agents, employees or contractors. Licensee shall also indemnify The Garden for all costs, expenses and attorney’s fees incurred by The Garden to enforce this indemnity.
- Waiver The Garden shall not be responsible or liable for, and Licensee hereby expressly waives, any and all claims against The Garden and The Garden Indemnitees for injury to persons or damage to Licensee’s property, regardless of the cause and in the event of casualty or condemnation, except to the extent caused by the gross negligence or willful misconduct of The Garden or its agents, employees or contractors. Licensee’s property located anywhere in the Campus shall be there at Licensee’s sole risk. Except to the extent caused by the gross negligence or willful misconduct of The Garden or its agents, employees or contractors, The Garden and The Garden Indemnitees shall not be liable for, and Licensee waives, all claims for loss or damage to Licensee’s business or damage to persons or property sustained by Licensee or any person claiming by, through or under Licensee resulting from any accident or occurrence anywhere in, on or about the Campus, including, without limitation, claims for loss, theft or damage resulting from: (i) equipment or appurtenances becoming out of repair; (ii) injury done or occasioned by wind, weather, and acts of god; (iii) any defect in or failure to operate, for whatever reason, any sprinkler, heating or air-conditioning equipment, electric wiring or the installation thereof, gas, water or steam pipes, stairs, porches, railings or walks; (iv) broken glass; (v) the backing up of any sewer pipe or downspout; (vi) the bursting, leaking or running of any tank, tub, washstand, water closet, waste pipe, drain or other pipe; (vii) the escape of steam or water; (viii) water, snow or ice being upon or coming through the roof, skylight, trap door, stairs, doorways, windows, walks or any other place upon or near the Campus; (ix) the falling of any fixture, plaster, tile, stucco or other material; (x) any act, omission or negligence of other licensees or any other persons or occupants of the Campus or of adjoining or contiguous buildings, or owners of adjacent or contiguous property or the public, or the construction of any private, public or quasi-public work; or (xi) any other cause of any nature.
- Default. If Licensee: (i) fails to perform any of the terms, conditions or covenants of this License, including without limitation, failure to pay the Monthly License Fee timely; (ii) vacates the office or desk(s) assigned by The Garden coupled with the failure to pay any fees or payments required hereunder; or (iii) becomes bankrupt or insolvent or files any debtor proceedings, or takes or has taken in any state a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion of Licensee’s property, or makes an assignment for the benefit of creditors, or petitions for or enters into an arrangement, The Garden, besides having the right to immediately revoke this License without serving notice to Licensee, shall have the immediate right to remove Licensee and any persons claiming rights under Licensee and their property from the Campus, lock and bar Licensee and all persons claiming rights under Licensee from doing business in The Garden, and all other remedies available to The Garden at law and in equity, including but not limited to the recovery of all amounts and other sums payable to The Garden under this License. Any time The Garden reasonably believes a Licensee has vacated or abandoned the office or desk(s) assigned by The Garden, The Garden may deem Licensee’s office or desk(s) to be vacant, The Garden may pack up and remove Licensee’s belongings, and The Garden may redeploy the office or desk(s) to another licensee. If Licensee has not given formal notice of termination, The Garden will deem that Licensee’s notice was given on the date that The Garden makes the above determination. The Garden will use its best efforts to inform the responsible parties at Licensee of this action. All rights and remedies of The Garden herein or at law are cumulative.
- Assignment. Licensee shall not sell, assign, mortgage, pledge, sublicense, grant concessions or transfer this License or any interest therein, without The Garden’s prior written approval, which may be withheld at The Garden’s sole and absolute discretion.
- Subordination. Licensee’s rights under this License shall be subject and subordinate at all times to: (i) all ground leases or underlying leases that may now exist or hereafter be executed affecting the office or desk(s) assigned by The Garden and the Campus; and (ii) any mortgage or deed of trust that may now exist or hereafter be placed upon all or any portion of the Campus or any ground leases or underlying leases for the benefit of The Garden. Termination of The Garden’s lease will terminate this License and all of The Garden’s obligations to the Licensee.
- Fees. Licensee shall reimburse The Garden for all reasonable expenses and attorneys’ fees and disbursements that The Garden incurs in connection with a breach or default by Licensee under this License or enforcement of any provision or covenant of this License against Licensee, regardless whether suit is commenced or judgment is entered.
- Choice of Law/Waiver of Jury Trial. This License shall be governed by, construed, and enforced in accordance with the laws of the Commonwealth of Virginia without application of its conflict of laws principles. THE PARTIES HEREBY EXPRESSLY AND KNOWINGLY WAIVE ANY AND ALL RIGHT TO A JURY TRIAL IN ANY ACTION, SUIT OR COUNTERCLAIM ARISING OUT OF THIS AGREEMENT OR THE PERFORMANCE OR NON-PERFORMANCE HEREOF.
- Operating Permits. If there are any licenses, authorizations or permits required by any governmental agency or authority for the conduct of Licensee’s business at the office or desk(s) assigned by The Garden, Licensee shall be responsible for obtaining them at Licensee’s expense. Licensee shall not conduct any unlawful activities in or upon any part of the Campus or any part thereof.
- Expectations. Licensee, at The Garden’s sole discretion, shall operate its business in a first class and reputable manner and shall operate its business continuously and uninterruptedly while this License is in effect in observance of all expectations, as may be amended or modified by The Garden from time to time. Failure to abide by these expectations may lead to termination.
- Surrender. Licensee shall at the termination or revocation of this License remove its goods and effects, repair damage caused by such removal to the office or desk(s) assigned by The Garden and peaceably yield up the office or desk(s) assigned by The Garden in not worse than the same order, repair and condition in which it was received, subject to ordinary wear and tear, damage by casualty or condemnation, and damage caused by The Garden or its agents, employees or contractor. Personal property of Licensee not removed after termination of this License within 48 hours shall become property of The Garden, at The Garden’s option. Should Licensee fail to remove its effects and vacate its office or desk(s) assigned by The Garden following the termination of this License, the Licensee shall be obligated to pay The Garden 200% of its then current Monthly Licensee Fee, pro-rated by days, until the later of the date Licensee vacates the office or desk(s) assigned by The Garden.
- Intellectual Property. Licensee shall not use the word “The Garden” in any name, logo or other means of identifying Licensee or its business without the consent of The Garden, provided, Licensee may use The Garden or the address of The Garden for mailing address purposes. The Garden may use Licensee’s name or mark on its website and other print and electronic publications for promotion, advertising and marketing purposes for the Campus. The Garden may offer branding opportunities for licensee, including signage above Dedicated Desk or Office.
- Notices. Any notice required by any provision hereof shall be given in writing and either personally delivered or delivered by electronic mail to The Garden or Licensee, as the case may be, at its respective Notice Address. Every such notice shall be deemed to have been given when delivered personally, or if electronically mailed to The Garden’s or Licensee’s electronic mail address on file, when received by the recipient. Either party may designate another address for notice by providing notice to the other of its change of address pursuant to this provision.
- Insurance. (i) The Garden’s Insurance. The Garden shall keep in force all policies of Property Insurance and General Liability Insurance required by Building Momentum’s Lease of the property and as per Building Momentum’s Lease. (ii) Licensee’s Insurance. Licensee shall carry at all times during the Term all insurance as required by law, including worker’s compensation insurance. Additionally, Licensees with an office shall maintain at all times during the license and at its expense commercial general liability insurance for bodily injury and property damage naming The Garden, in such amounts as are adequate to protect such parties against liability for injury to or death of any person in connection with the use, operation or condition of the Campus. Such insurance at all times shall be in an amount of not less than One Million Dollars ($1,000,000) combined single limit aggregate for bodily injury or death or damage to property, include an endorsement that includes contractual liability coverage and not have a deductible in excess of Ten Thousand Dollars ($10,000).
- Publicity. There may be times when cameras, news crews, and other media outlets are on Campus. Licensee and/or property of Licensee may be filmed in the background or in other video or photographic shots by third parties that could be used for commercial purposes.