Terms and Conditions of Use: Co-working
Condo Realty, LLC (the “Owner”) grants a revocable, limited, non-exclusive license (the “License”) to you (hereinafter the “Licensee”) to use the shared workspace (the “Workspace”) subject to the following Terms and Conditions of Use:
- 1.1 Reservations, No Guarantees: All areas of the Workspace shall be utilized on a first come first served basis, meaning that Owner does not guarantee that a specific location, table, or area in the Workspace shall be available for Licensee’s use.
- 1.2 Services: The Owner may, but shall not be required to provide certain complimentary services, such as access to and use of shared utilities and internet connection, printers, scanners, and other office supplies (collectively, the “Services”). Owner has the right, with or without prior notice to Licensee to expand, diminish, or limit the Services, and Owner shall not be liable in the event Services are not available in the Workspace, on the date or time Licensee intends to use the Workspace.
- 1.3 Software: In order to receive certain Services (including but not limited to access to the network, shared printing, etc.), Licensee may be required to install on its computer device certain drivers or software tools (collectively, “Software”), and that the installation or use of any Software may be subject to separate licenses, terms, conditions, or restrictions. The Owner provides no warranties with respect to the Software, and as a condition of use of the Software, Licensee, and its employees, agents, partners, principals, managers, members, shareholders, contractors, guests, vendors, customers, invitees, and any third party who is using the Workspace pursuant to Licensee’s reservation (the “Licensee Parties”) waive any claim against the Owner, its affiliates and their respective employees, agents, shareholders, managers, members, principals, successors and/or assigns (the “Owner Parties”) arising from or in conjunction with the installation or use of such Software. Licensee is solely responsible for safeguarding all usernames, passwords, or any other credentials issued to or used by Licensee and its Parties, for use with Owner’s computer systems, networks, or other Services provided.
- 1.4 No Liability for Other Licensees: Owner shall not be liable for the actions of other licensees (Other Licensees”) or their respective employees, agents, principals, managers, members, shareholders, contractors, guests, vendors, agents, customers, and invitees (the “Other Licensee Parties”), or any other third parties. If a dispute arises between licensees (including their respective parties) Owner shall have no responsibility or obligation to participate, mediate, or indemnify any party.
- 1.5 AS-IS: Licensee understands the Workspace is “AS IS,” “WHERE IS” and “WITH ANY AND ALL FAULTS” condition, and without warranty, express or implied, as to any matter including, without limitation, the merchantability, or fitness for the particular use thereof for any particular purpose. The Owner makes no representations or warranties regarding the quality, reliability, timeliness or security of the Workspace, or the building in which the Workspace is located (the “Building”), or any Services provided by or on behalf of the Owner, or that any Services will be uninterrupted or operate error free.
- 1.6 Repairs: Licensee shall be liable for any and all damage to the Workspace, the Building, and the personal property, fixtures, equipment, and office supplies contained therein, caused by Licensee or the Licensee Parties. Licensee and Licensee Parties must clean up any mess they create and shall safeguard Owner’s and the Other Licensee’s personal property, fixtures, equipment, and office supplies.
- 1.7 Authority: Licensee represents and warrants that it has the authority to bind itself and the Licensee Parties to these Terms and Conditions. If Licensee intends to meet with or utilize the Workspace with a third party that Licensee does not have the authority to bind that third party to these Terms and Conditions, the third party must make its own reservation and agree to these Terms and Conditions prior to utilizing the Workspace.
2. Permitted Use- 2.1 Use: The Workspace shall be used solely as shared office space (the “Permitted Use”), and for no other purpose.
- 2.2 No Illegal Activities: Licensee and Licensee Parties may not use the Workspace to conduct or pursue any illegal actvities, including but not limited to, downloading, distributing or viewing any illegal content, engaging in any activity in violation of OFAC regulations, and/or illegally downloading any copyrighted content, or any other activity that violates any intellectual property rights, and any such conduct may result in immediate removal from the Workspace. Licensee shall not conduct or allow any of the Licensee Parties to conduct any activity that (i) violates the certificate of occupancy for the Building; (ii) constitutes a violation of any Legal Requirement; (iii) would render all or a portion of any insurance maintained or required to be maintained by Owner or Licensee to be void; (iv) causes any damage to the Building, the Workspace; or (v) constitutes or creates a nuisance, public or private.
- 2.5 Other Rules: Licensee shall not receive mail or other deliveries at the Workspace, and Owner shall not be liable for any mail, or other deliveries sent to Licensee at the Workspace. Licensee may not leave any personal belongings in the Workspace, and Owner shall not be liable for Licensee’s or the Licensee’s personal property. Licensee and the Licensee Parties shall be courteous to Other Licensee and Licensee Parties. No smoking is allowed in the Building.
- 2.6 Termination: Should Licensee violate any of the terms and conditions herein or Owner’s rules (as established from time to time), Owner, at Owner’s sole discretion, may require Licensee to immediately vacate the Workspace, may further ban Licensee and the Licensee Parties from future use, as well as exercise any and all other remedies available to the Owner.
3. Alterations- 3.1 Alterations: Licensee shall not make any alterations, attach or affix any items to the walls or make any other alterations to the Workspace or install antennas or telecommunication lines or devices in the Workspace or bring any furniture into the Workspace, in each case without Owner’s prior written consent. In the event that any alterations or installations are made (with or without Owner’s consent), Licensee shall be responsible for the full cost and expense of the removal of any such items, as well as restoration necessitated by any such alterations.
4. Security and Internet Usage- 4.1 Security: Owner makes no warranty or representation to Licensee with respect to any security services or systems and the Owner shall have no liability related to the wrongful access, use or disclosure of any data or information that is processed, stored, or transmitted, which includes without limitation, any software. Licensee shall be fully responsible for the safety and security of its personal property brought into the Workspace.
- 4.2 Internet: Licensee shall have no expectation of privacy or security with respect to and Licensee’s use of Owner’s internet networks, telecommunications systems or information processing systems (including any stored computer files, and email messages). Licensee’s computers, tablets, mobile devices and other electronic equipment must be (i) kept up to date with the latest software updates provided by the software vendor and (ii) kept clean of any malware, viruses, spyware, worms, Trojans, or anything that is designed to perform malicious, hostile and/or intrusive operations. Owner reserves the right to remove any device from its networks that poses a threat to its networks or users. Spamming Other Licensees or any other persons is strictly prohibited, and any such conduct using any Workspace or Owner’s systems or networks may result in immediate termination of this License.
5. Intellectual Property and Confidentiality
- 5.1 Trademarks. Licensee may not use Owner’s name, logo, trademarks, service marks or domain names (collectively, the “Owner Marks”) in any way in connection with Licensee’s business, without the express written consent of the Owner, in its sole discretion. Licensee will comply with all standards established by the Owner from time to time with respect to the Owner Marks, and all right, title, and interest in and to the Owner Marks belong to the Owner, and that all usage and goodwill of the Owner Marks will inure only to the benefit of the Owner. Licensee will not use, register, or attempt to register any trademarks or domain names that are confusingly similar to the Owner Marks, nor use the Owner Marks in any manner that would indicate that Licensee has any rights thereto. If consent to use the Owner Marks is granted as set forth above, the Owner reserves the right to revoke Licensee’s rights to use the Owner Marks at any time in Owner’s sole discretion.
- 5.2 Marketing: Owner, in its sole discretion, may conduct promotional photography, videorecording, or both (a “Shoot”) at the Workspace from time to time, and the same may be published to social media and other mediums. Subject to the foregoing, Licensee and the Licensee Parties each hereby release and discharge the Owner and the Owner Parties from any and all claims and demands arising out of or in connection with the use of the name, likeness, image, voice, or appearance of Licensee or a Licensee Party, including any and all claims for invasion of privacy, right of publicity, misappropriation, misuse, and defamation. Licensee represents and warrants to the Owner that the Licensee Parties have been informed of and agreed to this consent, waiver of liability, and release before they enter that portion of such Workspace in which a Shoot is taking place.
- 5.3 Confidential Information: Due to the nature of shared workspaces, Licensee may receive or learn certain confidential information about the Owner or the Other Licensees, including without limitation, information regarding its or their business operations, business and marketing plans, pricing, technology, finances and methods (collectively, “Confidential Information”). Licensee shall hold all Confidential Information, whether belonging to the Owner or Other Licensees, in strict confidence and to take all reasonable precautions to protect such Confidential Information. Licensee acknowledges that any disclosure or unauthorized use of Owner’s Confidential Information will constitute a material breach of this License and cause substantial harm to the Owner for which damages would not be a fully adequate remedy. In the event of any such breach, the Owner will have, in addition to any other available rights and remedies, the right to injunctive relief (without being required to post any bond or security).
- 5.4 Licensee shall not take, copy or use any information or intellectual property belonging to Other Licensees, the Other Licensee Parties, or other guests, including without limitation personal names, likenesses, voices, business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property, or modified or altered versions of the same.
- 5.5 Owner shall not be liable for any Other Licensee’s or other third party’s disclosure of Licensee’s Confidential Information, and Licensee shall defend, indemnify, and hold Owner harmless from and against any and all claims arising or resulting from a breach of confidentiality.
- 5.6 This section 5 shall survive the expiration or revocation of this License.
6. Indemnity
- 6.1 Owner shall not be liable to Licensee, or the Licensee Parties for any loss of, or damage to any property, fixtures, business, or decorations or injury to any person or persons, including severe bodily injury and death, at any time in the Workspace for any cause whatsoever arising out of or stemming from this License or Licensee’s occupancy or use of the Workspace. Licensee shall indemnify, defend and hold Owner and the Owner Parties harmless from and against any and all fines, penalties, liabilities, claims, demands, damages, judgments, settlements, fees and expenses (including attorney’s fees and costs) of every kind and nature (each a “Claim” and collectively “Claims”) that arise out of or in connection with (i) the use, occupancy, repair, maintenance, or control of the Workspace; (ii) any act or omission of Licensee or Licensee Parties; (iii) any breach of this License by Licensee or the Licensee Parties; (iv) any Claims stemming from or involving a breach of confidentiality or the wrongful access or use of any data or information; (v) any loss of use or interruption of Licensee’s business or any interruption or stoppage of any Service; (vi) any Claims involving Other Licensees, or the Other Licensee’s Parties or both; (vii) any copyright infringement claims; or (viii) any injury to person or property or loss of life sustained in or about the Workspace or any part thereof. Without limiting the foregoing, Owner shall have the right, but not the obligation, to defend and settle any Claims against Owner, the Owner Parties, or both, with counsel of its own choosing, and pay any judgments and settlements related thereto, and Licensee shall reimburse Owner for any costs and expenses incurred by Owner in connection therewith (including without limitation reasonable legal fees, costs, and the amount of any such judgment or settlement). The provisions of this Article 6 shall survive the expiration or revocation of this License.
7. No Interest in Real Estate and Relationship of the Parties
- 7.1 License Only: Notwithstanding anything herein to the contrary, Owner’s intent is to create a non-exclusive, limited, revocable license on behalf of the Licensee to allow Licensee access the Workspace and receive certain Services, upon the terms and conditions set forth herein. The relationship between the Owner and Licensee is that of a licensor and licensee only, and not a landlord-tenant. It is not the intent of the Parties to grant Licensee any right, title, interest, easement, or lien in or to the Owner’s property, business, or anything contained therein. Licensee acknowledges that this License creates no tenancy interest, leasehold estate, or other real property interest in Licensee’s favor and Licensee hereby waives any and all claims and/or defenses based upon any such interest.
- 7.2 Relationship of the Parties: The Parties to this License are independent contractors and shall not be considered agents, employees, joint venturers, or partners of one another. Neither Party has the authority to bind the other Party, and the Owner shall have no responsibility for any fee or expense incurred by Licensee in connection with either Party’s performance this License, or provision or use of the Services.
- 3.1 Alterations: Licensee shall not make any alterations, attach or affix any items to the walls or make any other alterations to the Workspace or install antennas or telecommunication lines or devices in the Workspace or bring any furniture into the Workspace, in each case without Owner’s prior written consent. In the event that any alterations or installations are made (with or without Owner’s consent), Licensee shall be responsible for the full cost and expense of the removal of any such items, as well as restoration necessitated by any such alterations.
4. Security and Internet Usage- 4.1 Security: Owner makes no warranty or representation to Licensee with respect to any security services or systems and the Owner shall have no liability related to the wrongful access, use or disclosure of any data or information that is processed, stored, or transmitted, which includes without limitation, any software. Licensee shall be fully responsible for the safety and security of its personal property brought into the Workspace.
- 4.2 Internet: Licensee shall have no expectation of privacy or security with respect to and Licensee’s use of Owner’s internet networks, telecommunications systems or information processing systems (including any stored computer files, and email messages). Licensee’s computers, tablets, mobile devices and other electronic equipment must be (i) kept up to date with the latest software updates provided by the software vendor and (ii) kept clean of any malware, viruses, spyware, worms, Trojans, or anything that is designed to perform malicious, hostile and/or intrusive operations. Owner reserves the right to remove any device from its networks that poses a threat to its networks or users. Spamming Other Licensees or any other persons is strictly prohibited, and any such conduct using any Workspace or Owner’s systems or networks may result in immediate termination of this License.
5. Intellectual Property and Confidentiality
- 5.1 Trademarks. Licensee may not use Owner’s name, logo, trademarks, service marks or domain names (collectively, the “Owner Marks”) in any way in connection with Licensee’s business, without the express written consent of the Owner, in its sole discretion. Licensee will comply with all standards established by the Owner from time to time with respect to the Owner Marks, and all right, title, and interest in and to the Owner Marks belong to the Owner, and that all usage and goodwill of the Owner Marks will inure only to the benefit of the Owner. Licensee will not use, register, or attempt to register any trademarks or domain names that are confusingly similar to the Owner Marks, nor use the Owner Marks in any manner that would indicate that Licensee has any rights thereto. If consent to use the Owner Marks is granted as set forth above, the Owner reserves the right to revoke Licensee’s rights to use the Owner Marks at any time in Owner’s sole discretion.
- 5.2 Marketing: Owner, in its sole discretion, may conduct promotional photography, videorecording, or both (a “Shoot”) at the Workspace from time to time, and the same may be published to social media and other mediums. Subject to the foregoing, Licensee and the Licensee Parties each hereby release and discharge the Owner and the Owner Parties from any and all claims and demands arising out of or in connection with the use of the name, likeness, image, voice, or appearance of Licensee or a Licensee Party, including any and all claims for invasion of privacy, right of publicity, misappropriation, misuse, and defamation. Licensee represents and warrants to the Owner that the Licensee Parties have been informed of and agreed to this consent, waiver of liability, and release before they enter that portion of such Workspace in which a Shoot is taking place.
- 5.3 Confidential Information: Due to the nature of shared workspaces, Licensee may receive or learn certain confidential information about the Owner or the Other Licensees, including without limitation, information regarding its or their business operations, business and marketing plans, pricing, technology, finances and methods (collectively, “Confidential Information”). Licensee shall hold all Confidential Information, whether belonging to the Owner or Other Licensees, in strict confidence and to take all reasonable precautions to protect such Confidential Information. Licensee acknowledges that any disclosure or unauthorized use of Owner’s Confidential Information will constitute a material breach of this License and cause substantial harm to the Owner for which damages would not be a fully adequate remedy. In the event of any such breach, the Owner will have, in addition to any other available rights and remedies, the right to injunctive relief (without being required to post any bond or security).
- 5.4 Licensee shall not take, copy or use any information or intellectual property belonging to Other Licensees, the Other Licensee Parties, or other guests, including without limitation personal names, likenesses, voices, business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property, or modified or altered versions of the same.
- 5.5 Owner shall not be liable for any Other Licensee’s or other third party’s disclosure of Licensee’s Confidential Information, and Licensee shall defend, indemnify, and hold Owner harmless from and against any and all claims arising or resulting from a breach of confidentiality.
- 5.6 This section 5 shall survive the expiration or revocation of this License.
6. Indemnity
- 6.1 Owner shall not be liable to Licensee, or the Licensee Parties for any loss of, or damage to any property, fixtures, business, or decorations or injury to any person or persons, including severe bodily injury and death, at any time in the Workspace for any cause whatsoever arising out of or stemming from this License or Licensee’s occupancy or use of the Workspace. Licensee shall indemnify, defend and hold Owner and the Owner Parties harmless from and against any and all fines, penalties, liabilities, claims, demands, damages, judgments, settlements, fees and expenses (including attorney’s fees and costs) of every kind and nature (each a “Claim” and collectively “Claims”) that arise out of or in connection with (i) the use, occupancy, repair, maintenance, or control of the Workspace; (ii) any act or omission of Licensee or Licensee Parties; (iii) any breach of this License by Licensee or the Licensee Parties; (iv) any Claims stemming from or involving a breach of confidentiality or the wrongful access or use of any data or information; (v) any loss of use or interruption of Licensee’s business or any interruption or stoppage of any Service; (vi) any Claims involving Other Licensees, or the Other Licensee’s Parties or both; (vii) any copyright infringement claims; or (viii) any injury to person or property or loss of life sustained in or about the Workspace or any part thereof. Without limiting the foregoing, Owner shall have the right, but not the obligation, to defend and settle any Claims against Owner, the Owner Parties, or both, with counsel of its own choosing, and pay any judgments and settlements related thereto, and Licensee shall reimburse Owner for any costs and expenses incurred by Owner in connection therewith (including without limitation reasonable legal fees, costs, and the amount of any such judgment or settlement). The provisions of this Article 6 shall survive the expiration or revocation of this License.
7. No Interest in Real Estate and Relationship of the Parties
- 7.1 License Only: Notwithstanding anything herein to the contrary, Owner’s intent is to create a non-exclusive, limited, revocable license on behalf of the Licensee to allow Licensee access the Workspace and receive certain Services, upon the terms and conditions set forth herein. The relationship between the Owner and Licensee is that of a licensor and licensee only, and not a landlord-tenant. It is not the intent of the Parties to grant Licensee any right, title, interest, easement, or lien in or to the Owner’s property, business, or anything contained therein. Licensee acknowledges that this License creates no tenancy interest, leasehold estate, or other real property interest in Licensee’s favor and Licensee hereby waives any and all claims and/or defenses based upon any such interest.
- 7.2 Relationship of the Parties: The Parties to this License are independent contractors and shall not be considered agents, employees, joint venturers, or partners of one another. Neither Party has the authority to bind the other Party, and the Owner shall have no responsibility for any fee or expense incurred by Licensee in connection with either Party’s performance this License, or provision or use of the Services.
Miscellaneous: This License shall be exclusively governed by and construed in accordance with the laws of the State of Florida, without regard to conflicts of laws principles, and venue for any and all actions or proceedings shall take place in Miami-Dade County. This License contains the entire understanding between the Parties and supersedes any prior Licenses or understandings whether written or oral regarding the subject matter hereof and may not be modified or amended except by in writing executed by both Parties. This License does not grant any rights to any third parties, except those to which a Party has an indemnification obligation. No waiver shall be effective unless in writing and executed by the Party sought to be charged, and no waiver shall be deemed to be a continuing waiver in respect of any other breach or default, whether similar or dissimilar in nature, unless expressly so stated in writing. The invalidity or unenforceability of any particular provision of this License shall not affect any other provision hereof, and this License shall be construed in all respects as if such invalid or unenforceable provision was omitted. All remedies, rights, undertakings and obligations contained in this License shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking or obligation of either Party. In any action instituted by one Party against the other Party, the prevailing Party shall be entitled to an award or reasonable attorney’s fees and costs, including appeals, paid for by the non-prevailing Party. Notwithstanding anything contained herein to the contrary, all of the terms and provisions of this License which need to survive the expiration or sooner termination hereof in order to give effect to such provisions as contemplated hereunder shall so survive, whether or not such provisions shall specially state the same. This License shall not be construed for or against a Party simply because such Party drafted or provided a copy of this License to the other.
Class Action Waiver: Any proceeding to resolve any dispute relating to or arising under this License in any forum will be conducted solely on an individual basis. Neither party will assert any claim (including counterclaim) against the other in arbitration or litigation on a class or consolidated basis, and neither party will pursue or participate in any claim against the other in a representative or private attorney general capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. This class action waiver precludes the Owner and Licensee from pursuing, participating in, or being represented in any class, consolidated, or representative action regarding any claim against the other.
WAIVER OF JURY TRIAL: THE PARTIES HERETO SHALL AND HEREBY DO WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OR IN ANY WAY CONNECTED WITH THIS LICENSE.