TERMS & CONDITIONS
A. Use of the space. 1. General use. The Blue Lacuna grants to [one] representative of Licensee, such representative to be designated by the Licensee through written notice to The Blue Lacuna (the “Representative”) , a non-exclusive license, which is non-transferable by Licensee, freely transferable by The Blue Lacuna, and revocable at will without cause only by The Blue Lacuna, to use the “Shared Co-Working Space”, such space to be designated by The Blue Lacuna from time to time, including and to the extent available, any seating located therein, for the sole purpose of general office space for use by the Representative and by no other person and for no other activity or purpose whatsoever (the “Purpose”). 2. Restriction on general use. Licensee agrees that it shall not encroach upon or obstruct any neighboring licensee’s use of the Shared Co-Working Space, any common areas of the space, passageways or use any other areas for any other purpose, unless otherwise provided for herein, without the prior written consent of The Blue Lacuna. Use of the space for any reason other than the Purpose requires the prior written consent of The Blue Lacuna, which will be granted in the sole discretion of The Blue Lacuna. Use of any equipment in the space other than [computers, projectors, 3D-printers,and phones] is prohibited unless the person using it has explicit permission from The Blue Lacuna to use the equipment and has been trained to use the equipment. 3. Guests. Licensee may have additional people occupy the Shared Co-Working Space provided that each such person is accompanied at all times by the Representative, adheres to all guidelines and restrictions under this Agreement that Licensee is bound by, and has signed a Liability Waiver (form of attached hereto as Exhibit A) (each such person a “Guest”). The Blue Lacuna, in its sole discretion, may refuse admittance to any Guest, choose whether a Guest is permitted to remain in the Shared Co-Working Space, and unilaterally amend this Agreement to not allow Guests at any time. Licensee may only have [two] Guests at a time in the Shared Co-Working Space without the prior written consent of The Blue Lacuna. 4. Disclaimer. Nothing contained in this License shall be considered as in any way constituting a partnership between The Blue Lacuna and Licensee. Licensee agrees that it does not and shall not claim at any time any leasehold interest, nor a license coupled with an interest, nor any other interest or estate of any kind or extent whatsoever in any part of The Blue Lacuna, the space, or the Shared Co-Working Space. The Blue Lacuna and Licensee agree that this Agreement is not a lease and that Licensee shall have none of the rights afforded a tenant under state law or local ordinance.
B. Terms. 1. General. The term of this Agreement shall begin on the date this Agreement & application is executed and approved by The Blue Lacuna and Licensee and end on the last day of the month following the Effective Date (“Initial Term”), unless terminated earlier pursuant to the terms of this Agreement. 2. Renewal and Termination. The Agreement shall automatically renew for additional successive [one month] terms (each an “Extension Term” and, together with the Initial Term, the “Term”) until either (a) Licensee provides The Blue Lacuna written notice of termination of this Agreement at least [15 business days] prior to the end of the then current Term, (b) The Blue Lacuna provides Licensee written notice of termination of this Agreement at least [five business days] prior to the end of the then current Term, (c) The Blue Lacuna provides Licensee written notice of termination of this Agreement or (d) The Blue Lacuna provides Licensee written notice of termination of this Agreement.
C. Notice. 1. General. All notices given in connection with this Agreement shall be in writing. Any notice required by any provision hereof shall be given in writing and either personally delivered or delivered by mail or electronic mail to The Blue Lacuna or Licensee, as the case may be, at the respective Notice Address listed herein. Every such notice shall be deemed to have been received when (a) delivered personally, (b) if delivered by mail, on the [fourth] business day following the day of deposit in the United States mail, by certified or registered mail, first-class postage prepaid, or (c) if delivered by electronic mail, when sent. Either party may designate another address for notice by providing notice to the other of its change of address pursuant to this provision. 2. The Blue Lacuna Notice Address. Address: The Blue Lacuna 2150 S Canalport Ste 2A-11 , Chicago, Illinois 60608 Email: [email protected]
D. Condition of Premises. By accepting this Agreement and the License granted under this Agreement, Licensee shall be deemed to have accepted the Shared Co-Working Space as designated by The Blue Lacuna now or in the future “as is” with no representation or warranty by The Blue Lacuna regarding the condition of the Shared Co-Working Space or its suitability for the Purpose, Licensee’s business, or any activities engaged in by Licensee or Licensee’s Guests in the Shared Co-Working Space. The Blue Lacuna has no obligation to repair any part of the Shared Co-Working Space. Licensee acknowledges that, even in the best-managed office environments, systems, services, and security failures will occur. The Blue Lacuna will make reasonable efforts to provide certain services and otherwise maintain the environment, but Licensee acknowledges that The Blue Lacuna is not responsible for financial or other losses as a consequence of the receipt of services from The Blue Lacuna, or lack or insufficiency thereof, regardless of the reason or cause.
E. Use of Shared Resources. 1. Normal Use. The Blue Lacuna shall provide utilities, Ethernet or internet services, conference room space, and other services and additional space, as offered from time to time by The Blue Lacuna in its sole discretion, on an ‘unmetered’ basis (the “Utilities and Space”). This ‘unmetered’ basis is premised on a good-faith understanding between The Blue Lacuna and the Licensee that the Utilities and Space will only be used at a rate and manner consistent with the average level of use by other licensees, as determined by The Blue Lacuna (“Normal Use”). If The Blue Lacuna believes Licensee’s use of the Utilities and Space is beyond Normal Use, The Blue Lacuna will provide Licensee with written notice stating so. If after receiving such notice, Licensee continues to use the Utilities beyond Normal Use, Licensee will be in breach of this Agreement. 2. Prohibited Use. In no event shall Licensee use the Utilities and Space for any unlawful or illegal purpose, any instance that could be defined as “spam” per AT&T internet usage definitions (please request this information from The Blue Lacuna or AT&T if it is in question), or for viewing pornography. 3. Conference Room Use. When conference rooms are made available to licensees, Licensee shall not, without the prior written consent of The Blue Lacuna, use the conference rooms for more than several short meetings in any given day or more than a few long meetings during any given month. When using a conference room for long meetings, when possible Licensee shall hold the meetings at the beginning or end of the business day. Licensee shall not use the large conference rooms for private telephone calls. 4. Decorum. Licensee shall not harm or damage in any way the space or any part thereof, including, without limitation, the Shared Co-Working Space. Licensee shall not commit waste, create nuisance (including bothering its neighbors or other licensees or subleases at the space), make any use of the space which is offensive in The Blue Lacuna sole opinion, nor do any act which would, in The Blue Lacuna sole opinion, tend to injure the reputation of The Blue Lacuna or the space. Licensee shall be responsible for any harm or damage it causes to the space. Licensee agrees not to send unsolicited commercial email (spam) using The Blue Lacuna network, and to cooperate fully when requested by The Blue Lacuna to remove viruses, worms, Trojans, bots and other malware from its computer systems. Licensee shall not set up an independent wireless network at the space without prior written consent from The Blue Lacuna. Licensee shall not make any alterations or additions to, nor permit the making of holes in, the space’s walls, partitions, ceilings or floors, nor permit the painting or placing of exterior signs, placards, promotions or other advertising media, banners, pennants, awnings, aerials, antennas, or the like in or about The Blue Lacuna under any circumstances without the prior written consent of The Blue Lacuna. Licensee shall comply with all laws, ordinances, orders and regulations affecting Licensee’s business and this License. Licensee agrees that no trade or occupation shall be conducted in the space or use made thereof, which is unlawful, improper or offensive, or contrary to any law or any municipal by-law or ordinance in force in the City of Chicago.
F. Expectations. While this Agreement is in effect, Licensee shall operate its business in a first class and reputable manner, as determined in The Blue Lacunasole discretion[, and shall operate its business continuously and uninterruptedly]. Licensee shall adhere, and shall ensure Licensee’s Guests adhere, to all expectations and guest policies related to the space and the Shared Co-Working Space that are communicated in writing by The Blue Lacuna to Licensees, from time to time, as periodically amended (collectively, the “Expectations”). In the event Licensee has not received the current Expectations prior to execution of this License, The Blue Lacuna shall provide a copy of the same upon request by Licensee.
G. Privacy and Access. The Licensee acknowledges that The Blue Lacuna active management of the space necessitates that The Blue Lacuna be able to access the Shared Co-Working Space, without advance notice, in order to provide services to the Shared Co-Working Space, view the condition of the Shared Co-Working Space, make alterations and repairs and so forth. The Blue Lacuna will make reasonable efforts to ensure that such visits do not disrupt Licensee’s operations. Furthermore, the Licensee acknowledges that The Blue Lacuna active management of the space necessitates that The Blue Lacuna have unfettered access to all parts of the space, including the Shared Co-Working Space, and that the Licensee has no expectation of privacy with respect to any location in the Shared Co-Working Space or space or any property or materials located or stored therein. In no event shall The Blue Lacuna be responsible for any personal property brought into the space by Licensee or Licensee’s Guests.
H. Surrender. Licensee may not store any personal property at any time in the Shared Co-Working Space. Any personal property left by Licensee in the Shared Co-Working Space shall be considered abandoned by Licensee and may be disposed of by Licensor in any manner it deems fit. To the extent available, Licensee may rent a locker at the space for the purposes of storing personal property at the space for a monthly rental rate to be determined by The Blue Lacuna from time to time, which shall be payable by Licensee together with its Use Fee. Licensee recognizes that The Blue Lacuna has the right to access any locker at any time and that Licensee has no expectation of privacy in the contents of the locker. The Blue Lacuna has the right to access Licensee’s rented locker and dispose of its contents in the event Licensee fails to make payment for its locker, The Blue Lacuna believes the contents have been abandoned, in its sole, but reasonable discretion, or in the event that offensive odors or sounds emanate from the locker. In no event shall The Blue Lacuna be responsible for any personal property stored in any of the lockers at the space by Licensee.
I. Relocation and Reconfiguration. The Shared Co-Working Space may be relocated or reconfigured within the space at any time by The Blue Lacuna, with no liability to The Blue Lacuna as a result.
J. Non-exclusivity. Licensee acknowledges that no exclusive rights or use have been granted or given to it by The Blue Lacuna or The Blue Lacuna’s agents or employees. This Agreement does not grant any exclusivity rights to Licensee. The Blue Lacuna shall have the right to license any space at The Blue Lacuna to anyone, at any time, in its sole discretion.
K. Liens. Licensee agrees not to cause or allow any mechanic’s lien to be filed against the space by reason of any work, labor, services, or materials performed at or furnished to Licensee, or to anyone claiming rights through or under Licensee. Nothing in this Agreement shall be construed as a consent on the part of The Blue Lacuna or subject The Blue Lacuna’s estate in the space to any lien of liability under the laws of Illinois.
L. Indemnification. Licensee hereby agrees to indemnify, defend and hold: (i) The Blue Lacuna and The Blue Lacuna’s landlord, who The Blue Lacuna the space from (the “Landlord”), and any successors in interest, (ii) their respective managers, employees, agents, contractors, lessees, parents, subsidiaries, affiliates, and (iii) the successors or assigns of any of the above mentioned parties (collectively, “The Blue Lacuna Indemnities”) harmless from and against any and all claims, actions, liens, demands, expenses and judgments for loss, damage or injury to property or persons in any way connected with the conduct or management of Licensee’s business, or otherwise arising from Licensee’s use of and presence in the Shared Co-Working Space and space, this Agreement, or Licensee’s activities hereunder, including all costs, expenses and attorney’s fees. Licensee shall also indemnify The Blue Lacuna for all costs, expenses, and attorney’s fees incurred by The Blue Lacuna to enforce this indemnity.
M. Non-Liability of The Blue Lacuna and Waiver. The Blue Lacuna shall not be liable to Licensee for damages or otherwise for any delay or cessation in the commencement or continuance of Licensee’s business operations. The Blue Lacuna’s only obligation under this Agreement is to perform the obligations prescribed to it pursuant to this Agreement. The Blue Lacuna shall not be responsible or liable for, and Licensee hereby expressly waives, any and all claims against The Blue Lacuna and The Blue Lacuna Indemnities for injury to persons or damage to Licensee’s property, regardless of the cause and in the event of casualty or condemnation. Licensee’s property located anywhere in the space shall be there at Licensee’s sole risk. The Blue Lacuna and The Blue Lacuna Indemnities shall not be liable for, and Licensee waives, all claims for loss or damage to Licensee’s business or damage to persons or property sustained by Licensee or by any person claiming by, through, or under Licensee resulting from any accident or occurrence anywhere in, on or about the space, including, without limitation, claims for loss, theft or damage resulting from: (i) equipment or appurtenances becoming out of repair; (ii) use of equipment; (iii) injury done or occasioned by wind or weather; (iv) any defect in or failure to operate, for whatever reason, any sprinkler, heating or air-conditioning equipment, electric wiring or the installation thereof, gas, water or steam pipes, stairs, porches, railings or walks; (v) broken glass; (vi) the backing up of any sewer pipe or downspout; (vii) the bursting, leaking or running of any tank, tub, washstand, water closet, waste pipe, drain or other pipe; (viii) the escape of steam or water; (ix) water, snow or ice being upon or coming through the roof, skylight, trap door, stairs, doorways, windows, walks or any other place upon or near the space; (x) the falling of any fixture, plaster, tile, stucco or other material; (xi) any act, omission or negligence of other licensees or any other persons or occupants of the space or of adjoining or contiguous buildings, or owners of adjacent or contiguous property or the public, or the construction of any private, public or quasi-public work; or (xii) any other cause of any nature.
N. Default. If Licensee (i) fails to perform any of the terms, conditions, or covenants of this License, including, without limitation, failure to pay the Use Fee in a timely manner, or (ii) becomes bankrupt or insolvent or files any debtor proceedings, or takes or has taken in any state a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion of Licensee’s property, or makes an assignment for the benefit of creditors, or petitions for or enters into an arrangement (each of the aforementioned a “Default”), The Blue Lacuna, shall have the right to immediately terminate this license without serving notice to Licensee, remove Licensee and any persons claiming rights under Licensee and their property from the space, lock and bar Licensee and all persons claiming rights under Licensee from doing business in The Blue Lacuna, and pursue all other remedies available to The Blue Lacuna at law and in equity, including but not limited to the recovery of all amounts and other sums payable to The Blue Lacuna under this Agreement. All rights and remedies of The Blue Lacuna herein or at law are cumulative.
O. Fees for Breach or Default. Licensee shall reimburse The Blue Lacuna for all reasonable expenses and attorneys’ fees and disbursements that The Blue Lacuna incurs in connection with a breach or Default by Licensee under this Agreement or enforcement of any provision or covenant of this Agreement against Licensee, regardless whether suit is commenced or judgment is entered.
P. Assignment. Licensee shall not sell, assign, mortgage, pledge, sublicense, grant concessions or transfer this Agreement or any interest therein, without The Blue Lacuna’s prior written consent, which may be withheld at The Blue Lacuna’s sole and absolute discretion; any such assignment, without prior written consent, is null and void. The Blue Lacuna may freely assign this Agreement and its interest therein.
Q. Subordination. Licensee’s rights under this Agreement shall be subject and subordinate at all times to: (i) all ground leases or underlying leases that may now exist or hereafter be executed affecting either or both of the Shared Co-Working Space and the space; and (ii) any mortgage or deed of trust that may now exist or hereafter be placed upon all or any portion of the space or any ground leases or underlying leases for the benefit of The Blue Lacuna. Termination of The Blue Lacuna’s sublease with the Landlord or any successor in interest, will terminate this Agreement and all of The Blue Lacuna’s obligations to the Licensee.
R. Entire Agreement. The Blue Lacuna and Licensee acknowledge that there are no agreements or understandings, written or oral, between The Blue Lacuna and Licensee with respect to this Agreement, except as set forth herein and that this Agreement contains the entire agreement between The Blue Lacuna and Licensee with respect to the Shared Co-Working Space and the space.
S. Choice of Law and Venue. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Illinois without application of its conflict of laws principles. The parties hereto agree that any proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any federal court located in the State of Illinois or any Illinois state court, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Proceeding in any such court or that any such proceeding brought in any such court has been brought in an inconvenient forum.
T. Operating Permits. If there are any licenses, authorizations or permits required by any governmental agency or authority for the conduct of Licensee’s business at the space, Licensee shall be responsible for obtaining them at Licensee’s expense. Licensee shall not conduct any unlawful activities in or upon any part of the space or any part thereof. Unless expressly permitted by The Blue Lacuna in writing, the consumption or sale of alcoholic beverages in, at or from the space shall not be permitted.
U. Non-solicitation. Licensee hereby acknowledges and agrees that it shall not employ or solicit for employment any employee, agent, or volunteer of any other licensee at the space during the Term and for a period of 12 months following termination of this Agreement. The Blue Lacuna shall have no obligation to enforce this provision and in no way shall be liable to Licensee for any breach of this provision by any other permitted licensee or guest of the space.
V. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
W. Amendments. The failure of The Blue Lacuna to insist upon strict performance by Licensee of any of the conditions, provisions, rules and regulations, expectations and agreements in this License, or to exercise any option, shall not be deemed a waiver of any of The Blue Lacuna’s rights or remedies, and shall not be deemed a waiver of any part of this Agreement. No part of this License may be modified, changed, or supplemented, nor may any obligations or rights hereunder be waived, except by written instrument signed by both The Blue Lacuna and Licensee.
X. Counterparts. This Agreement may be executed in any number of counterparts, including by facsimile, each of which shall be deemed to be an original, but all of which together will constitute but one agreement.