Terms of Service | Edgewater: Office Space and Coworking Solutions

TERMS OF SERVICE

FACILITY USE AGREEMENT

This FACILIY USE AGREEMENT (this “Agreement”) is made as of the Agreement Date between EDGEWATER WORKS (HOST) and the User (MEMBER) located in the Edgewater Works Building.

The Host and Member agree as follows:

License. Subject to the terms and conditions of this Agreement, the Host grants Member a non-transferable license to occupy and use the Space in the Building (the “License”) during the Term and the Member accepts such License.
Term. The Term shall begin on the Start Date and end on the later of the End Date, if specified.
House Rules. During the Term, the Member agrees to accept the terms, conditions, and policies provided by the Host relating to the use of the Space, including building security procedures, IT access and use procedures, maximum occupancy limitations, specific state law requirements and other terms or procedures provided by the Host (the “House Rules”) attached. The House Rules may be revised and amended by the Host without the prior consent of the Member; provided that Host shall provide Member with notice of such revisions and/or amendments. In the event of a conflict between this Agreement and the House Rules, the House Rules shall govern and control.
Payment. The Member agrees to pay the Fees, Charges, and Deposits for use of the Space to the Host or to the Property Manager on behalf of the Host.
Definitions. Capitalized terms used and not otherwise defined in this Agreement, or the Exhibit and Schedules shall have the meanings set forth in the Section entitled "Definitions" below.
Entire Agreement. This Agreement (including the Exhibits) constitutes the entire agreement between the Host and the Member regarding the use of the Space and supersedes any prior agreements between the Host and Member relating to Member's use of the Space.

Definitions

“Agreement Date” shall mean the date this agreement is executed by the Host and Member;

“Agreement Time” shall mean the date and time this agreement is executed by the Host and Member;

“Host” shall mean the Host and the Host’s email and address shall have the values set by the Host in the Host’s Profile as of the Agreement Date/Time;

“Member” or "You" or “you" shall mean the Member and the Member’s email and address shall have the values set by the Member in the Member’s Profile as of the Agreement Date;

“Space” shall be the Space the Member has reserved for its exclusive use;

“Common Area” shall be the area of the building as determined by the Host accessible and shared by Members;

“Maximum Occupancy” shall be the value set by the Host in the Profile for the Space as of the Agreement Date;

“Building” shall be the Building in which the Space is located as set by the Host in the Profile for the Space as of the Agreement Date;

“Term” shall mean the period of time beginning on the Start Date/Time and ending on the End Date/Time, if specified;

“Fees” shall mean the "Fees" due at the beginning of the Term and the "Monthly Charge" and other "Incidentals" due when specified on the Agreement Date for the first month and monthly thereafter, if applicable as set by the Host in the Profile for the Space as of the Agreement Date;

“Deposit” shall be equal to the Term Rate for the Space;

“Property Manager” shall mean the Hosts management services.

License Terms

Compliance

You agree to abide by and cause your employees, agents, Members, invitees, contractors and subcontractors ("Invitees") to abide by this Agreement and any applicable House Rules.

Possession and Delivery

The Space is accepted by the Member in its “as-is” “where-is” condition and configuration. If, for any reason, the Host is unable to provide use of the Space at the anticipated Start Date, you agree that the Term shall be automatically postponed until possession becomes available. Host’s failure to deliver possession of the Space shall not subject the Host to any liability for loss or damage, nor shall it affect the validity of the License. If the Host does not deliver possession of the Space within one week after the anticipated Start Date, the Member shall have the right to cancel the License with no penalty and be entitled to a full refund of amounts paid.

Workspace Use and Access

You agree to use the Space provided to you for general office purposes only and you may not use the Space to carry out any illegal activities or use the Space (A) in violation of law, or the House Rules, or (B) for any immoral, unlawful, or objectionable purposes. Further, you shall not use or permit the usage of any illegal drug or substance in the Space or in the Building and shall not make or permit any unreasonable or unnecessary noises or odors in or upon the Space or the Building. You shall not commit, or suffer to be committed, any waste upon the Space or any nuisance (public or private) or other act or thing of any kind or nature whatsoever that may disturb the quiet enjoyment or cause unreasonable annoyance of any other occupants in the Building.

You agree not to exceed the Maximum Occupancy of the Space.

You shall not make alterations, additions or improvements to the Space, including the installation of lighting, heating, or any phone or data lines.

You shall not generate, store, install, dispose of or otherwise handle any hazardous materials in the Space, or in or around the Building, in any manner contrary to any applicable law. You shall be liable for the costs of any removal, clean-up and/or remediation of any hazardous materials released by you or your Invitees.

You agree that the Host has the right upon 30 days’ written notice, to require that you relocate to another Space in the same Building of equal or larger size and similar configuration for the remainder of the Term, provided that the Fees for such new workspace are no greater than the Fees for your current Space.

The Host or its authorized representatives may enter the Space at any time and such access rights shall not give rise to any decrease or abatement of Fees. Unless there is an emergency, the Host will, as a matter of courtesy, try to inform you in advance when the Host needs access to the Space to carry out testing, repair or work other than routine inspection, cleaning and maintenance. Repair work shall be done solely at the discretion of Host and the failure of Host, for any reason, to furnish any maintenance or repairs shall not render Host liable to you, constitute a constructive eviction, or give rise to a refund or abatement of Fees.

You shall not cause or permit any lien to be placed on the Space, the Building or the land underlying the Building. Any such lien shall be discharged by you within 10 days of you becoming aware of such lien.

Good Care

You must take good care of and not damage, waste or make any changes to the Space or space leased or owned by the Host of which the Space is a part (the “Host Area”), or the Building. You shall not alter, add, replace, remove or damage any furnishings, equipment or other personal property located in, on or around the Space, the Shared Facilities, the Host Area or the Common Areas which is not owned by you or your Invitees ("Host Personal Property").

During the term of use, Member shall clean or have cleaned all surfaces including vacuuming and dusting on a regular (weekly) schedule, remove all trash and dispose of into the dumpster designated by the Host. At the Members sole expense, the Member may hire the Hosts cleaning services on a schedule and for a fee to have the Space cleaned. At the expiration or earlier termination of this Agreement, you must deliver the space and all Host Personal Property to the Host as received, in good condition and clean. If any damage to the Space or the Host Personal Property should occur while in your care, custody or control, you agree to pay reasonable repair/replacement costs and to notify the Host immediately upon discovery of such damage occurring, but no later than 24 hours later. You are liable for any damage caused by you or your Invitees to the Space, the Shared Facilities, the Common Areas, the Host Personal Property or the Building. YOU DISCLAIM AND WAIVE ALL WARRANTIES WITH RESPECT TO THE HOST PERSONAL PROPERTY, BOTH EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Common Areas

If available at the Building, you may also have access to and non-exclusive use of any portions of the Building designated for common use of Members and others ("Common Areas"), as, and to the extent, described in the House Rules. The Common Areas may be changed, relocated, altered, eliminated or otherwise modified at any time during the Term without the consent of, or notice to, Member.

Shared Facilities

If available at the Building, you may also have access to and non-exclusive use of any “Shared Facilities” located near the Space on a first-come, first-served basis as, and to the extent, described in the House Rules. The Host may make changes to the Shared Facilities from time to time during the Term including, without limitation, removal of all or portions of the Shared Facilities without your consent or notice to you.

Keys and Security

Any keys or entry cards for the Space or the Building, which the Host lets you use, remain the Host’s property at all times. You shall not make any copies of them or allow anyone else to use them without the Host’s consent. Any loss of keys or entry cards must be reported to the Host immediately, and you must pay the cost of replacement keys or cards and or changing locks, if required by the Host.

You shall not place any additional locks or bolts of any kind upon any of the doors or windows of the Space or Building nor make any changes to existing locks or the mechanisms thereof.

Name and Address

You may only conduct business in your name. You shall not place any signs on the doors to the Space or Building or anywhere else, which are visible from outside the Space you are using, or the Building unless permitted in writing by the Host. Any such permission shall be subject to additional fees.

Mail and Packages

Mail and packages may not be delivered to you at the Space or Building unless permitted in writing by the Host. The postal services may be subject to additional federal, state, and local requirements and additional fees.

Conduct

You acknowledge that the Host is and will continue to be an equal opportunity employer and that the Host prohibits any form of discrimination in employment, against any of its employees (whether by its employees, its clients, including you, or others), as protected by law. In recognition of this policy, you and your officers, directors, employees, shareholders, partners, agents, representatives, contractors, customers, or invitees shall be prohibited from participating in any type of harassing or abusive behavior to employees of the Host or its affiliates, other clients or invitees, verbal or physical in the Building for any reason. You further agree, upon the request of the Host, to cooperate with the Host in its efforts to enforce and maintain its equal employment opportunity, non-discrimination and anti-harassment policies. The Host may immediately terminate this Agreement without cost or penalty if Member or any of Member's Invitees engage in any behavior that the Host deems is contrary to such policies.

Confidentiality

Both Host and Member agree that during the Term and thereafter, the recipient of any non-public information of the other party that is designated as confidential or proprietary, that the receiving party knew or reasonably should have known was confidential or proprietary, or that derives independent value from not being generally known to the public (“Confidential Information”), will not at any time be disclosed to any person by such recipient or used for such recipient's own benefit or the benefit of anyone else without the prior express written consent of a corporate officer of the party that owns such Confidential Information. The parties agree that if there is a breach of this obligation by either party, the other shall have the right to request any remedy in law and/or equity including, but not limited to, appropriate injunctive relief or specific performance, as may be granted by a court of competent jurisdiction. Notwithstanding the foregoing, Member accepts all risk to its intellectual property interests used in the Space, and neither Host nor its applicable Host shall have any liability arising from, your disclosure (whether intentional or not) of any of your Confidential Information to any third parties present in or around the Space or the Shared Facilities.

Non-Solicitation

Neither Host nor Member nor their respective employees and agents shall knowingly solicit, recruit, hire or otherwise employ or retain the employees of the other during the Term and for 90 days following its termination or expiration without the prior written consent of the other party. Either party may solicit or recruit generally in the media. Either party may hire, without prior written consent, the other party’s employee who answers any advertisement or who voluntarily applies for hire without having been personally solicited or recruited by the hiring party.

Damages and Insurance

You are responsible for any damage you cause to the Space or any Host Personal Property. The Host has the right to inspect the condition of the Space from time to time and make any necessary repairs. You are responsible for arranging insurance for your personal property against all risks and for your liability to and for your employees and Invitees. You have the risk of damage, loss, theft or misappropriation with respect to any of your personal property and liability to and for your employees and Invitees. You agree, as a material part of the consideration to be rendered to the Host under this Agreement, to waive any right of recovery against the Host, its directors, officers, employees and its applicable Host for any damage, loss, theft or misappropriation of your property under your control and any liability to and for your employees and Invitees, including for injuries to you or your Invitees in or about the Space, and you agree to hold the Host exempt and harmless and defend the Host and its Host, if applicable, from and against any damage and injury to any such person or to such property, to the extent arising from your use of the Space or from your failure to keep the premises in good condition and repair as provided in this Agreement. All property in your Space is understood to be under your control.

Payment

During the Term, you shall pay the Fees and Deposit to the Host.

Upon the Agreement Date, the following are due and payable by the Member:

the Hourly Charge(s),
the Daily Charge(s),
the Monthly Charge(s) for the first full calendar month of the Term or a pro-rated portion of the Monthly Charge for the first partial month of the Term (if you start your Term after the first calendar day of the month),
the Security Deposit, when applicable,
the Setup Fee(s), when applicable,
the Banking Fee(s),

For each following month of the Term, the Monthly Charge(s) are due and payable on the first day of the calendar month. If the Term ends before the last calendar day of the month, the pro-rated portions of the Monthly Charge(s) for the final partial month of the Term are due and payable.

If applicable, the Host may also include additional 'one time' fees (the "Incidentals") for services provided to Member not included in the Monthly Charge. These services may include but not limited to meeting rooms, photocopying, printing, cleaning, etc. The Incidentals will be collected in arrears on the first of every month and paid by Member to the Host.

If any payment due to Host is not received within 5 days of the due date, the Host may, at the Host’s discretion, charge a late fee of 5% of the overdue amount or the Host may terminate this Agreement without cost or penalty to Host. All remaining Fees for the remainder of the Term are immediately due and payable by the Member.

Security Deposit

As security deposit is to retain as security for the faithful performance of all covenants, conditions and agreements of this Agreement, but in no event shall the Host be obliged to apply the same upon rents or other charges in arrears or upon damages for the Member’s failure to perform the said covenants, conditions and agreements; the Host may so apply the security, at its option; and the Host’s right to the possession of the Space for non-payment of rent in arrears or for any other reason shall not in any event be affected by reason of the fact that the Host holds this security. The said sum, if not applied toward the payment of rent in arrears or toward payment of damages suffered by the Host by reason of the Member’s breach of the covenants, conditions and agreements of this Lease, is to be returned to the Member without interest when this Agreement is terminated, according to these terms, and in no event, is the said security to be returned until the Member has vacated the premises and delivered possession to the Host. In the event that the Host repossesses itself of the rented Space because of the Member’s default or because of the Member’s failure to carry out the covenants, conditions and agreements of this Agreement, the Host may apply the said security upon all damages such damages as may be suffered or shall accrue thereafter by reason of the Member’s default or breach. The Host shall not be obliged to keep the said security as a separate fund but may mix the said security with its own funds.

The Deposit will be held by the Host during the Term as security for the performance by you of all of your obligations under this Agreement. The Host may apply any portion of the Deposit to amounts owed to the Host for (A) any damage to the Host Personal Property, the Space, the Host Area, the Shared Facilities, or the Building, (B) any overdue Fees and/or (C) amounts Host may incur for any losses or costs arising out of your default under this Agreement (including any damage or deficiency arising in connection with the relicensing of the Space), in each case solely at the discretion of the Host. If, upon the expiration or earlier termination of this Agreement, you have fully complied with all terms of this Agreement and the House Rules, remitted all amounts due and payable, and surrendered the Space and all keys, access cards, building passes and all other property provided to you by the Host (including the Host Personal Property), the Deposit shall be returned to you within 60 days after the expiration or earlier termination of the Term, less any amounts applied as described above. The Host shall not be required to maintain the Deposit in a separate account. No interest will be paid on the Deposit except as may be required by law. If any portion of the Deposit is so used or applied by the Host during the Term, then within 5 days after Host gives written notice to you, you shall deposit with the Host cash in an amount sufficient to restore the Deposit to the original amount. Failure to do so will constitute a default under this Agreement.

Cancellation Policy – Hourly and Daily Term

Hosts may set their Cancellation Policy for each workspace per the following options:

Flexible 48 Hour Cancellation - You may cancel this Agreement within one hour of the Agreement Time or before 48 hours of the start of the Term and receive a full refund less any transaction Fees.
Moderate 7 Day Cancellation Policy - You may cancel this Agreement within one hour of the Agreement Time or before 7 days of the start of the Term and receive a full refund less any transaction Fees.
Moderate 14 Day Cancellation Policy - You may cancel this Agreement within one hour of the Agreement Time or before 14 days of the start of the Term and receive a full refund less any transaction Fees.
Extended 30 Day Cancellation Policy - Members may cancel their Booking until 30 days before the event start time and will receive a full refund of their Booking Price less any transaction fees. Members may cancel their Booking between 30 days and 7 days before the event start time and receive a 50% refund of their Booking Price less any transaction fees. Cancellations submitted less than 7 days before the Event start time are not refundable.
Strict No Cancellation Policy - If you choose to cancel this Agreement after the Agreement Time or after the start of the Term, no amounts or Fees will be refunded.

Cancellation Policy – Monthly Term

All Fees paid and due by Members are non-refundable, except as expressly stated in this Agreement.

The Host may cancel this agreement without cause, at least sixty (60) days’ notice prior to Term End Date.

The Member may cancel this agreement without cause, at least thirty (30) days’ notice prior to Term End Date.

After the Term Start Date, if you cancel the License before the Minimum Term, (a) no refund is available for the then-current calendar month and the next full calendar month and the remaining unpaid Fees immediately due and payable by the Member.

The Host and Member shall not cancel this Agreement except as provided in this Agreement.

Renewal

If an End Date/Time is specified, the License will terminate on the End Date/Time with no automatic renewal.

If no End Date is specified, Licenses shall automatically renew after the Minimum Term for additional one-month periods unless you give the Host at least 30 days’ notice prior to the end of the then current Term.

If the Host opts to change the Monthly Fee upon renewal, the Host will provide at least 60 days’ notice.

If the Host opts not to renew the License, the Host will provide at least 60 days’ notice.

Default

You shall be considered in default of this License if (A) you fail to pay when due all or any portion of the Fees, if the failure continues for 5 days after notice to you, which notice shall be in satisfaction of and not in addition to any notice required by law (B) you fail to comply with any term of this Agreement, if the failure is not cured within 5 days after notice to you, or (C) you attempt to sublicense, assign or otherwise transfer any interest in this Agreement without Host's prior written consent. Upon any default, the Host shall have the right without notice to terminate this Agreement, in which case you shall immediately surrender the Space and the Host Personal Property to the Host. If you fail to surrender the Space and/or the Host Personal Property, the Host may, in compliance with applicable law and without prejudice to any other right or remedy, enter upon and take possession of the Space and the Host Personal Property and you shall be liable for all past due Fees, all Fees due for the remainder of the Term, all costs incurred by Host to retake possession of the Space and Host's Personal Property, and other losses and damages which Host may suffer as a result of Member's default. In addition to the right to terminate this Agreement and collect damages, Host shall have the right to pursue any other remedy now or hereafter available at law or in equity.

Indemnity

Except to the extent caused by the negligence or willful misconduct of the indemnified party or such party’s officers, directors, employees, representatives, contractors and agents, you agree to indemnify, defend and hold the Host, its Host, if applicable, and any mortgagee harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorneys' fees, arising out of or in connection with your and your Invitees' use of a Space, Common Areas or Shared Facilities, or any violation of applicable law, this Agreement or House Rules. Nothing contained in this Agreement shall be construed to create privity of estate or of contract between you and Host's Host, if applicable.

Disclaimer

EXCEPT AS PROVIDED HEREIN AND IN ANY HOUSE RULES, THE HOST IS PROVIDING ITS SPACE TO THE MEMBER "AS IS," AND HOST DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SPACE, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. HOST CANNOT AND DOES NOT GUARANTEE AND DOES NOT PROMISE TO MEMBER, ANY SPECIFIC RESULTS FROM USE OF THE SPACE. HOST DOES NOT REPRESENT OR WARRANT THAT THE SPACE WILL MEET YOUR REQUIREMENTS; THAT THE SPACE MEETS APPLICABLE LEGAL STANDARDS OR IS SAFE AND SUITABLE FOR YOUR INTENDED USE.

Liability

IN NO EVENT WILL HOST OR ITS HOST OR THEIR RESPECTIVE DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES OR SUPPLIERS BE LIABLE TO MEMBER OR ANY PARTY CLAIMING THROUGH MEMBER, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, ARISING FROM THE MEMBER’S USE OF THE SPACE, ANY CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE MARKETPLACE SERVICE, OR MEMBER’S USE OF THE SPACE, EVEN IF THE HOST IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HOST'S LIABILITY TO MEMBER OR ANY PARTY CLAIMING THROUGH MEMBER, FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID FOR THE SPACE, IN THE 12 MONTHS PRIOR TO THE INITIAL ACTION GIVING RISE TO LIABILITY. THIS IS AN AGGREGATE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT.

YOU UNDERSTAND AND AGREE THAT MARKETPLACE SERVICE IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN MEMBER AND HOST, NOR IS MARKETPLACE SERVICE A REAL ESTATE BROKER, AGENT OR INSURER IN CONNECTION WITH THIS AGREEMENT. THE PARTIES SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS MARKETPLACE SERVICE FROM AND AGAINST ANY LOSS, LIABILITY, CLAIM, DEMAND, DAMAGES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, ARISING OUT OF OR IN CONNECTION WITH ANY USE OF THE SPACE, OR ANY VIOLATION OF APPLICABLE LAW, THIS AGREEMENT OR HOUSE RULES.

Suspension of Services

The Host may by notice suspend the provision of services (including access to the Space) for reasons of political unrest, strikes, terrorism, Acts of God or other events beyond the Host’s or the Host’s Host’s reasonable control. This Agreement shall automatically terminate if the Space is rendered unusable as a result of a fire, other casualty or a condemnation. As between Host and Member, all proceeds of any condemnation award shall belong to Host and all insurance proceeds of Host shall be retained by and belong to Host. The Host may also suspend the provision of services (including access to the Space) in the event the Space or the Building is being renovated or repaired, in which event you will be relocated to another space within the building, or if necessary, to another building, all at the Host’s reasonable cost.

Sublicensing

You may not sublicense, assign, transfer any interest in this Agreement or allow any third party to use any portion of the Space, the Shared Facilities or the Common Areas without Host's prior consent. Any such sublicense shall be on the same form as this Agreement and shall be consummated through the Host or the Hosts Property Manager.

No Lease

YOU ACKNOWLEDGE THAT THIS AGREEMENT IS NOT A LEASE OR ANY OTHER INTEREST IN REAL PROPERTY. IT IS A CONTRACTUAL ARRANGEMENT THAT CREATES A REVOCABLE LICENSE. The parties do not intend to create a lease or any other interest in real property for the benefit of Member through this Agreement. The Host retains legal possession and control of the Space assigned to Member. The Host’s obligation to provide space and services to Member is subject, in all respects, to the terms of the Host’s lease with the Host’s Host, if applicable. This Agreement and the License granted hereunder shall terminate simultaneously with the termination of the Host’s master lease or the termination of the operation of the Host Area for any reason at no cost or penalty to Host. You do not have any rights under the Host’s lease with its Host, if applicable. When this Agreement expires or is earlier terminated, your License to occupy the Space shall automatically be revoked. You agree to remove your personal property and leave the Space as of the date of such expiration or termination. The Host is not responsible for your personal property left in the Space after expiration or termination. If you fail to remove your personal property, at the Host’s option, such personal property shall (a) be deemed conveyed to the Host and shall become the property of the Host, or (b) be removed from the Space by the Host at the Member’s expense.

No Broker

Unless documented in the House Rules, you represent that you have dealt with no broker in connection with this Agreement. You agree to indemnify, defend and hold the Host harmless from any claims of any brokers claiming to have represented you in connection with this Agreement.

Subordination

This Agreement and any applicable House Rules are subordinate to any underlying lease, mortgage, deed of trust, ground lease or other lien now or subsequently arising upon the Space or the Building and to renewals, modifications, refinancings and extensions thereof including the Host’s lease with the Host’s Host and to any other agreements to which the Host’s lease is subordinate.

Holding Over

For each and every month or portion thereof that you continue to use or occupy the Space after the expiration or earlier termination of this Agreement, you shall pay Host an amount equal to the greater of (A) $2,500 and (B) two times the Monthly Charge. Your payment of such amounts shall not be construed to extend the Term or prevent Host from immediate recovery of possession of the Space by summary proceedings or otherwise. This Section shall survive the expiration or sooner termination of this Agreement. The acceptance of any Fees after the expiration or earlier termination of this Agreement shall not preclude Host from commencing and prosecuting a holdover or summary eviction proceeding. Host and Member hereby further agree that any statutory right to hold over beyond the expiration date or sooner termination of this Agreement is hereby waived to the fullest extent permitted by law.

Miscellaneous

All demands, approvals, consents and notices shall be sent by certified mail or electronic mail at the address specified for each party under the Section entitled "Definitions". This Agreement shall be interpreted and enforced in accordance with the laws of the state or commonwealth in which the Building is located. If either party institutes a suit against the other for violation of or to enforce this Agreement, the prevailing party, in whole or in part, shall be entitled to all of its costs and expenses, including, without limitation, reasonable attorneys' fees. Host and Member hereby waive any right to trial by jury in any proceeding based upon a breach of this Agreement to the fullest extent permitted by applicable law. This Agreement may not be modified, amended or terminated, and Member’s obligations hereunder shall in no way be discharged, except as expressly provided in this Agreement or by written instrument executed by the parties. If any term, covenant or condition of this Agreement or any application thereof shall be invalid or unenforceable, the remainder of this Agreement and any other application of such term, covenant or condition shall not be affected. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing this Agreement to be drafted. Neither Host nor Member shall have the right to record this License or any memorandum thereof.

Jurisdiction

This Agreement shall be interpreted and enforced in accordance with the laws of the state or commonwealth in which the Building is located.

v. February 15, 2025

HOUSE RULES – EDGEWATER WORKS (EDGEWATER)

It's a workplace; respect your neighbors.

When you walk out the door, make sure the space is in the same condition (or better!) as it was when you walked in the door.

Clean up after yourself in common areas: Common areas in a coworking space are shared by all occupants, and it’s everyone’s responsibility to keep these areas clean. If you or your employees use common areas, make sure to throw away food, trash, and clean up any spills or crumbs. Should cleaning supplies be needed, ask the Host what cleaning supplies or equipment may be available for use when necessary.

Keep your dirt in the parking lot. When Members or Members visitors come from construction sites, farming, or other similar mud or dirty environments, bring a change of boots or shoes to leave your dirt in your vehicle.

Be considerate of Workspace Hours: Most coworking spaces have set hours of operation as well as set times reserved for different tenants in different work areas. When your time has expired, make sure to exit your shared workspace to make room for others.

Follow posted hours: Pay attention to any specific posted guidelines for your workspace. Additionally, abide by the schedule of your workspace to avoid encroaching on the hours reserved for others.

For those who are using the open space and are not renting a private office, please silence your phone when entering the building and use designated Cell Phone Room for making and receiving calls, or you can go out to the building entrance space to use your phone. If you are with a group, please use inside voices when talking, just remember other people are working nearby.

Whether you listen to music for pleasure while working or watch videos for work purposes, please wear headphones instead of allowing the audio to play over laptop, computer, or smartphone speakers.

Your stuff is your responsibility.

It’s your job to make sure that you do not leave anything at Edgewater when you leave, unless it’s in your private office

Sharing is caring.

If you break it, lose it or cause any losses, claims or damages, we’re going to have to ask you to make it right.

Mind you beeswax.

When you see something on somebody’s monitor or around the printer or on a whiteboard somewhere, forget you saw it. You don’t want your client or your ideas made public and neither does your fellow neighbor.

Be kind or be gone.

We have zero tolerance for harassment. Every Desk member and guest should feel welcome, comfortable and productive in our space regardless of race, gender, sexual orientation, gender identity, religion or other personal attributes or beliefs.

No naughty business.

No bit torrent or porn. Edgewater cannot be responsible for third-party data, websites, links or services. Make sure that you’ve read and agree to our Terms and Conditions. Keep it legal. We have zero tolerance for anyone using the Edgewater space or resources to conduct or pursue any illegal activities, or any activity that is generally regarded as offensive.

Keys are not for sharing.

If we’ve entrusted you with keys to get into the building, we’ve given it to you—not your neighbor, partner or guest. Keep it to yourself, and do not allow any guest(s) to enter the space without making sure they’re registered at the Welcome Desk.

Desks or not to be shared.

Be fair, we need to run a business here too. If the number of members or other guests regularly using your desk and or the space are more than what you have signed up for, you’ll have to pay up.

Notify staff of any guests visiting:

Before a guest arrives for a visit to your shared office space, please let the staff know who to expect. This is a part of shared office etiquette, and it can also help get guests checked in faster.

Ensure that your guests follow space etiquette. Just as you and your employees are expected to follow etiquette in and coworking space, your guests should also follow the same etiquette rules. If a guest is unfamiliar with these rules, take a moment to explain them.

Notify staff about any issues like safety concerns or rule violations, let someone from the management know. Shared workspaces are designed to be safe, accessible places for occupants, and management will appreciate your proactive stance on supporting these goals.

Offer suggestions to improve experience:

When possible, share feedback with suggestions to improve the experience of working in a coworking space. Your feedback and suggestions can help management make decisions that benefit you, your business and the interests of all members.

STAY HOME IF YOU ARE SICK or FEEL UNWELL:

If you aren’t feeling well or have been diagnosed with a communicable illness, stay home instead of trying to utilize a shared office. Just like in a traditional office, germs can spread through a coworking space quickly, even if you take precautions.

Avoid selling the People Working with You:

While it can be tempting to try to sell products or services to others in your coworking space, this kind of behavior is generally frowned upon. Remember that everyone in a shared office is there to work and support their own professional ambitions.

Don’t Abuse Shared Services & Amenities:

If you are provided with shared services and amenities like internet access, and use of a printer, don’t abuse these. For example, it would be unprofessional to use a coworking space’s internet connection to download a lot of movies onto your personal laptop. It would also be unprofessional to use the printer to make copies of non-related work items.

Avoid Strong Smells Such as Colognes and Perfumes:

While good hygiene is important in any professional work environment, be careful about strong smells from things like cologne or perfume. Some people experience fragrance allergies, and your cologne or perfume may become a distraction.

How do you behave in a coworking space?

You should always behave professionally in a coworking space. This means respecting others, keeping your work area clean and quiet and avoiding disruptions to the workspaces of others.

What do you wear to a coworking space?

When deciding what to wear to a coworking space, check the space’s dress code first. You will usually want to wear dress-casual clothing and avoid things like T-shirts and shorts.

How do you behave in an open office environment?

Proper and professional behavior in an open-office environment generally means keeping distractions to a minimum and respecting the rights and space of others. It also means to watch your use of language (keep it respectful).

Fine Print...

Co-working Service Agreement Terms & Conditions

The services Edgewater provides are subject to the following Terms and Conditions (T&C). Edgewater reserves the right to update the T&C at any time without notice to you. Edgewater membership application does not create a tenancy but a prepaid usage license to use the provided amenities on an agreed term or casual basis.

Description Of Services

Edgewater may provide you with access to hot desk-style office space, internet access, office equipment, workshop/meeting space, and other services (collectively, “Services”). The Services at all times are subject to the T&C.

Behavior

The Member agrees to conduct themselves according to the policies that Edgewater implements regarding personal behavior. At Edgewater’s sole discretion, your access to any Services may be terminated for behavior that violates any such policies or Edgewater regards nonacceptable.

No Unlawful Or Prohibited Use

You will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions and notices. You may not use the Services in any manner that could damage, disable, overburden, or impair any Edgewater’s servers or websites, or interfere with any other party’s use and enjoyment of any Services.

You may not attempt to gain unauthorized access to any Services, or accounts, computer systems or networks related to Edgewater or any of its members, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services, nor should you post or download files that you know or should know are illegal or that you have no rights to.

You hereby represent and warrant that you have all requisite legal power and authority to enter into and abide by the terms and conditions of this T&C and no further authorization or approval is necessary. You further represent and warrant that your participation or use of the Services will not conflict with or result in any breach of any license, contract, agreement or other instrument or obligation to which you are a party.

Use Of Services

You agree that when participating in or using the Services, you will not:

Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming, spimming or any duplicative or unsolicited messages (commercial or otherwise);
Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through Edgewater servers or websites.
Upload, or otherwise make available, file/s that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as a limitation, copyright, trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same.
Use any material or information, including images or photographs, which are made available through the services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party; Upload files that contain viruses, Trojan Horses, Worms, time bombs, candlebots, corrupted files, or any other similar software or programs that may damage the operation of another computer or property of another coworker.
Download any file that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and or/distributed in such manner.
Restrict or inhibit any other user from using and enjoying the Services.
Violate any code of conduct or other guidelines which may be applicable for any particular Service (including the Building Rules).
Harvest or otherwise collect information about other, including email addresses, without the authorization or consent of the disclosing party.
Violate any applicable laws or regulations; or
Create any false identity for the purpose of misleading others.

No Residency

The Edgewater is a commercial facility. Using the location or your membership for the purpose of establishing a personal residence is not permitted. You hereby understand, agree and warrant that you are not a residential tenant at Edgewater.

Invoicing And Payment

The member is invoiced in advance at Edgewater’s discretion based on their membership option. Payment is required at the beginning of the term, at the date specified in the invoice. Payment for casual usage is either paid on the day prior to use unless other arrangements have been made with Edgewater.

Edgewater reserves the right at all times to disclose any information about your participation in and use of the Services as Edgewater deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part at Edgewater’s sole discretion.

Confidentiality

You acknowledge and agree that during your participation in and use of the Services you may be exposed to Confidential Information. “Confidential Information” shall mean all information, in whole or in part, that is disclosed by Edgewater or any participant of used of the Services or any employee affiliate, or agent thereof, that is non-public, confidential or proprietary in nature. Confidential information also includes, without limitation, information about business, sales, operations, know-how, trade secrets, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of Edgewater, any analyses, compilations, studies or other documents prepared by Edgewater or otherwise derived in any manner from the Confidential Information that you are obliged to keep confidential or know or has reason to know should be treated as confidential.

Your participation in and/or use of the Services obligates you to

Maintain all Confidential Information in strict confidence;
Not to disclose Confidential Information to any third parties;
Not to use the Confidential Information in any way directly or indirectly detrimental to Edgewater or any participant or user of the Services.

v. February 15, 2025