“We” or “us” or “MakeOffices” or “Licensor” means MO Wharf, LLC.
“You” or “Licensee” means the company listed on page 2 of this agreement.
“Agreement” means this MO Wharf, LLC License Agreement and the Member List (hereinafter, the “Member List”) attached to this Agreement.
“Member(s)” means each person you authorize to have physical use of your Office Space and receive other benefits of membership. A Member is considered authorized for the sake of this Agreement only by listing them as “authorized” on the Member List.
“Primary Member” means the only Member authorized to make changes to or terminate this Agreement and receive or give notice under this Agreement.
“Office Space” means the office space(s) or workstation specified on page 1 of this agreement.
“Premises” means MakeOffices, located at 800 Maine Avenue SW, Suite #200 Washington DC 20024.
TERMS AND CONDITIONS
Services: Subject to the terms of this Agreement, we will use good faith efforts to provide the following services (the “Services”):
Access to the Office Space.
Regular maintenance of the Office Space; although you are responsible for damage exceeding normal wear and tear.
Furnishings for the Office Space of the quality and quantity typically provided to other Office Space members in the building.
Subject to each Member’s compliance with the terms of service, use of the shared Internet connection and MakeOffices’ Portal.
Unlimited use of the printers/copiers/scanners.
Use of available conference rooms at any MakeOffices location during Regular Business Hours. Conference rooms must be reserved through the MakeOffices Portal. The number of free conference room hours per month is specified on page 1 of this agreement. Free monthly conference room hours do not roll over monthly. Use of the conference rooms in excess of such free hours is subject to $50 per hour overage fees.
Use of the address of the Premises as your address, subject to §4(b) of this agreement.
Heat and air-conditioning (“H/VAC”) in the Office Space during Regular Business Hours, with a goal of maintaining a temperature of 72 degrees Fahrenheit, plus or minus 5 degrees. To request additional H/VAC services, notify us two (2) business days in advance. The fee for additional H/VAC services is $100 per hour requested.
Acceptance of mail and deliveries during Regular Business Hours.
Regular Business Hours. “Regular Business Hours” are generally from 9AM to 5PM, Monday through Friday, excluding federal holidays, severe weather, and offsite events.
Member List Updates. You maintain the accuracy of the Member List. Before there are any changes to designated Members, the Primary Member must complete and submit a new Member List. Only Authorized Users indicated on the Member List are entitled to the benefits described in this Agreement. We reserve the right to limit the number of additional members. You may change your Primary Member upon written notice to us. We will provide notice to you of any changes to Services, fees, or other updates by email only to the addresses you provide.
Our Reserved Rights. We are entitled to access your Office Space, with or without notice, including, but not limited to, for mail and package distribution, maintenance, safety or emergency purposes. We may temporarily move furniture contained in the Office Space. We may modify the Services at any time at our sole discretion, with prior notice. The Services may be provided by us, or an affiliate or a third party.
LICENSE FEES AND FINANCIALS
Setup Fee and Security Deposit. You are obligated to pay the nonrefundable Setup Fee and the Security Deposit as indicated on page 1 of this agreement. The Security Deposit is not a reserve for fee. If you owe us other fees, you may not deduct them from the Security Deposit, but must pay such fees separately. The Security Deposit will be returned to you no later than forty-five (45) days following the termination of this Agreement less any amounts owed to use, subject to the complete satisfaction of Licensees obligations under this Agreement. We have no duty to keep the Security Deposit in an escrow or interest-bearing account. If you add Services, or increase Office Space, you must pay us the difference in price to account for the higher Security Deposit.
License Fee. Your Monthly License Fee is due on the first day of each month, without deduction, and is subject to a minimum increase of 5% for every twelve (12) month period from the earliest start date listed on page 1 of this agreement. This License Fee increase shall not exceed 9% in any twelve (12) month period without thirty (30) days prior written notice.
Service Fees. If payment for the monthly License Fee or any other accrued and outstanding fee is not made by the 5th of the month, you will owe a Service Fee of 10% of the overdue amount, with an additional 10% charge if payment is not made by the 10th of the month. If payment is not made by the Fifteenth (15th) day, we will have the right to terminate this License Agreement by written notice delivered any time after such fifteenth (15th) day, in which event this Agreement will terminate upon delivery of such notice without further opportunity to cure. Upon termination, personal property is subject to §3(f) of this Agreement. You will be charged a service fee for returned checks, or other declined payments due to insufficient funds.
Application of Payment. Receipt of any payments will be applied first to any balances then to current fees due and owing.
Form of Payment. We accept payment solely by direct withdrawal from your bank account, by check or by credit card. If you elect to pay via direct withdrawal, please leave the Credit Card Authorization portion of this Agreement blank and, upon receipt of an invoice from our accounting department, fill in the bank information requested. Inform us promptly of any changes to this account. If you opt to pay via credit card, inform us promptly of any changes to such credit card and ensure that you replace such credit card prior to its expiration date. Only a single account may be used at any given time to make payments under this Agreement. If payment via credit card fails on two (2) occasions, we may require you to make payments via direct withdrawal.
Changes to License and Overage Fees. The License Fee and fees for overages for printouts/copies and conference room credits are subject to increases. We will notify you in writing via email at least thirty (30) days prior to these increases.
Outstanding Fees. We have the right to withhold services or terminate this Agreement if any outstanding fees are due or if you are in breach of this Agreement.
TERM AND TERMINATION
Effective Date. This Agreement will be effective when signed by both parties and MakeOffices has received payment of the Setup Fee and Security Deposit. If the Start Date listed on page 1 of this agreement is a Business Day, you may move into the Office Space on the Start Date, otherwise you will be entitled to move into the office space on the first Business Day after the Start Date. Please schedule a move-in day and time with a MakeOffices employee.
Subject to the terms of this Agreement, the Agreement shall be for a minimum of one (1) month and a number of days commencing on the Start Date and ending on the last day of the calendar month following one (1) full calendar month from the Start Date (the “Initial Term”). However, the Initial Term may be longer if specified on page 1 of this agreement. If the Initial Term exceeds six (6) months, you may terminate this agreement at a cost of 50% of the remaining terms License Fee payable on or before the termination date. After the Initial Term, this Agreement shall extend automatically for successive one (1) month period terms until terminated pursuant to its terms.
We will use commercially reasonable efforts to make the Office Space designated on page 1 of this agreement available as of the designated Start Date set forth therein. However, we are not liable if we are unable to do so, and such failure affect the validity of this Agreement. You will not be obligated to pay the License Fee until the Office Space is made available, and if not made available to you within ten (10) days of the Start Date, you may cancel this Agreement upon written notice at any time before the Office Space is made available.
Termination After the Start Date By You. You may terminate this Agreement after your Initial Term effective only as of the last business day of a calendar month, by providing us with advance written notice prior to the last day of the preceding calendar month (“Move-out Notice”). For example, if you would like the Agreement to terminate on the last business day of May, you must deliver the Move-out Notice to us before May 1st. You are not entitled to proration with respect to the last month’s License Fee, nor to terminate for partial months. On the last business day of the month, you must vacate the office space no later than 4:00 p.m.
Termination By Us. We may terminate this Agreement by written notice to you upon breach of this Agreement by you, any Member or invitee; upon termination of our rights in the Premises; or at any other time, in our sole discretion. If on account of breach or default, the termination shall be effectively immediately. You will remain liable for past due amounts and we may exercise our rights to collect same.
Removal of Property Upon Termination. On or prior to the termination of this Agreement, you will remove all of your property from the Office Space and vacate and surrender the Office Space to us, clean and free of any debris, and surrender to us any and all keys or other access devices to the Office Space. If you fail to so comply, then you shall be liable to us for, and shall indemnify and hold us harmless against, any and all costs, claims, liabilities or damages incurred or sustained by or asserted against us as a result of such failure to surrender and vacate, including without limitation claims by or liability to any licensee, tenant or occupant seeking possession of the Office Space. We are entitled to dispose of any property remaining in or on the Office Space after the termination of this Agreement without any obligation to store such property, and you waive any claims or demands regarding such property. Following the termination of this Agreement, we will not forward or hold mail or other packages delivered to us.
Change to or Removal of Primary Member. A Primary Member generally has the sole authority to make changes to or terminate this Agreement. To change the Primary Member on file, you must fill out a Change in Primary Member Notice form (available upon request). Until we receive such form certifying the replacement Primary Member, we are not obligated to treat another Member as a Primary Member, and may rely on communications to or from such person as notice from or to the company.
YOU AGREE THAT:
keys, key cards and/or key fobs (collectively, “Keys”) used to gain physical access to the building or the Office Space remain our property. You will be liable for replacement fees for lost, stolen or destroyed Keys, and there is a minimum $100 replacement fee for same. Keys returned more than 10 days after termination of the Agreement shall be considered “unreturned” and subject to the requisite replacement fees.
you shall promptly notify us of any change to your contact and payment information or your Member List;
carts, dollies, and other freight items which may be made available may not be used in the passenger elevator except at our discretion;
for security reasons, we will regularly record video in certain areas in the Premises;
your Office Space has a limited capacity, which is listed on the Member List and shall not be exceeded at any given time.
common spaces are to be enjoyed by Members and guests for temporary use, not for continuous, everyday work. This includes but is not limited to any conference room, meeting booth, call room, wellness room, relaxation room, pantry, kitchen, and/or recording room.
you are responsible for the actions of all persons that the Licensee, its agents, assignees, or invitees that enter the Premises and/or the building with or without your prior consent. Licensee, its agents, assignees, and invitees acknowledge that at no time shall they allow a party that is unknown or uninvited to enter the Premises or the building and that such action may result in the termination of this Agreement.
licensee, its agents, assignees, or invitees agree to use all reasonable efforts to maintain our community cleanliness by properly following community guidelines set forth by any MakeOffices representative.
NO MEMBER WILL:
perform any activity that is reasonably likely to be disruptive or dangerous to other members, their guests, or their property or conduct any activity that is generally regarded as offensive, immoral or illegal.
upload any files that contain or may contain viruses, “Trojan Horses”, worms, time bombs, candlebots, corrupted files, or any other similar software, known or unknown.
resell, lease, license or distribute the Office Space or any Services to any third party.
have any direct access to, or complain or demand anything from our Landlord.
take or copy information belonging to other members or their guests;
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. Licensor may determine at its sole discretion what activities may be deemed “offensive”.
use the name “MakeOffices” or use pictures or illustrations of the Premises in any advertising, publicity or other purpose, without our prior written consent, which can be withheld in our sole and absolute discretion;
make any press release, advertising, sales literature or other publicity statements relating to the existence or substance of this Agreement without our prior written consent, which can be withheld in our sole and absolute discretion.
use the Office Space in a “retail,” “medical,” or other nature involving frequent visits by members of the public, or for domestic or residential purposes;
make any copies of any Keys or other means of entry to the Premises or lend, share or transfer any Keys to any third party;
allow any guest(s) to enter the building without registering such guest(s) according to our policies.
Technology Release. In the event we provide any technological support, install software onto a Member’s computer or help troubleshoot problems with functionalities, we shall not be liable or responsible for any damage to any Member’s computer system related to such technical support or downloading and installation of any software; do not assume any liability or warranty in the event that any manufacturer warranties are voided; and do not offer any verbal or written warranty, either expressed or implied, as to the success of any technical support.
Alcohol Release. Member understands and acknowledges that there may be alcoholic beverages on site and assumes all risks associated with alcohol consumption and take full responsibility for its employees and guests, as well as their actions, safety and welfare. Member agrees to make sure that none of its employees or guests that are under 21 is served alcohol and agrees to exercise ordinary and reasonable care at all times, and not to imbibe alcohol to the extent Member or Member’s guests’ judgment is impaired. Member acknowledges and agrees that MakeOffices shall not be responsible or liable for any accident, injury, theft, loss or damage caused by Member or Member’s guests’ impaired judgement or negligence. Member waives any claim which Member or Member’s guest, heirs, successors assigns, spouse, family members or legal representatives may have against MakeOffices arising from or result of any such accident, injury, theft, loss or damage caused by Member or Member’s guests’ impaired judgment or negligence, and hereby indemnifies and holds MakeOffices harmless for any such claims.
We may use your business name when touring prospective members to communicate who the other occupants of the space are. We will obtain your approval prior to using your business name, logo, and tradenames in our marketing materials.
Holdover Licensee. In the event that, without our written consent, you, your business, or your employees occupy the premises past your termination date, your License Fee shall be payable at a monthly rate equal to two hundred percent (200%) of the standard License Fee applicable under this License Agreement, prorated based on the actual number of holdover days.
Waivers of Claims. You, on your own behalf and on behalf of each of your Authorized Users, your employees, agents, and invitees, waive any and all claims and rights against us, our Landlord, together with each of our and our Landlords subsidiaries and affiliates, and each of our and their members, assignees, officers and directors resulting from injury or damage to, or destruction, theft, or loss of property or person.
Limitation of Liability. The aggregate monetary liability of us or our affiliates to you, the Members, or your or their guests for any reason and for all causes of action, will not exceed the total fees paid by you to us under this Agreement, for a rolling period of six (6) months’ worth of total fees paid by you, unless resulting from Licensor’s gross negligence or willful misconduct. We and our Landlord, along with our and our Landlord’s affiliates will not be liable for any indirect, special, incidental, consequential, of punitive damages, including loss of profits or business interruption.
You will defend and indemnify us and our subsidiaries and affiliates and our Landlord and our Landlord’s subsidiaries and affiliates from and against any and all claims, liabilities, and expenses including reasonable attorneys’ fees, resulting from any breach of this Agreement by you or the Members or their guests, or any of your or their actions or omissions. You are responsible for the actions of and all damages caused by all persons that you, the Members or their guests invite to enter the building.
You shall maintain, personal property insurance and commercial general liability insurance covering you and the Members for property loss and damage, injury to the Members and the Members’ guests and prevention of or denial of use of or access to, all or part of the Premises in form and amount appropriate to your business. We and our Landlord (if required) shall be named as additional insureds on any such insurance policies. You shall provide proof of insurance upon our request.
Pets are not permitted at MO Wharf, LLC.
Other Members. We do not control and are not responsible for the actions of other members. If a dispute arises between members or their invitees or guests, we shall have no responsibility or obligation to participate, mediate or indemnify any party.
Licensor may use the Licensees company name and/or logo in a directory of Licensors Licensees.
Passport Program. MakeOffices Office, Desk, or Seat Licensees may receive access to any MakeOffices location in the United States. Access is limited to Regular Business Hours as outlined in §1(b) and all members must adhere to MakeOffices policies and procedures. We reserve the right to limit, remove, or change Passport access without notice at our sole discretion.
Nature of the Agreement. Notwithstanding anything in this Agreement to the contrary, this Agreement is in fact a license between Licensor (us) and Licensee (you), does not constitute a lease or convey any real property interest and shall not be deemed to create a fiduciary relationship or partnership.
Updates to the Agreement. We may from time to time update this Agreement and provide notice to you of same by public posting or e-mail, which updates will be effective one (1) full calendar month after the date of the update(s).
Governing Law. This Agreement is governed by the laws of the state of Virginia, without giving effect to any conflict of law principle. Any action or proceeding under this Agreement will be litigated in courts located in Arlington, Virginia. You hereby waive any right to a jury trial of any such claim or cause of action.
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.
This Agreement is subject and subordinate to our lease with our landlord of the premises and to any other agreements to which our lease with this landlord are subject to or subordinate.
Extraordinary Events. Neither party will be considered in breach of this Agreement on account of any delay or failure to perform as required by this Agreement (with the exception of any of your monetary obligations or to surrender the Office Space when required) as a result of any causes or conditions that are beyond such party’s reasonable control, provided that the affected party will use best efforts to resume normal performance.
Separable Provisions. Each provision of this Agreement shall be considered separable, and if any provision of this Agreement is prohibited, this Agreement shall be amended in order to make the Agreement valid.
Any and all notices under this Agreement will be given via email to the addresses specified on the Member List. The Primary Member is the only person who may send or receive notice on your behalf, except as otherwise provided in this Agreement.
Attorneys’ Fees. If any action, suit, or proceeding is instituted in connection with this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the action, suit, or proceeding.
The headings in this Agreement are for convenience only and are not to be used to interpret or construe any provision of this Agreement.
No Assignment. You may not transfer or otherwise assign any of your rights or obligations under this Agreement without our prior consent.
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