Office Space Rentals
THIS AGREEMENT (the “Agreement”) is effective as of the date booking shared space by and between WHITNEY MAY PARKER CONSULTING LLC, doing business as BEACON DIGITAL MARKETING LLC, a New York limited liability company with principal offices located at 234 Main Street, Floor 1, Beacon, NY 12508 (“Beacon Digital”), and the Individual or Company renting space (“Member”).
WHEREAS Beacon Digital provides shared working spaces for individuals in need of physical space to conduct office-appropriate work at 234 Main Street, Unit 1, Beacon, NY 12508 (“Premises”);
WHEREAS Member desires to license shared working space from Beacon Digital on the terms and conditions set forth below;
NOW, THEREFORE, in consideration of the mutual covenants, promises and conditions contained herein, Beacon Digital and Member each hereby agree as follows:
The initial term of this Agreement shall commence upon the Effective Date and end thirty (30) days thereafter (“Initial Term”). Following the Initial Term, this Agreement shall be automatically renewed on a month to month basis until terminated pursuant to Section 11.
Subject to the terms and conditions of this Agreement, Member has licensed either: (1) an unassigned desk and chair located in the main office area of the Premises (“Workspace”), (2) a conference room located in the Workspace, or (3) a dedicated desk and chair in the Workspace. Beacon Digital may change the physical location of the desk or conference room rented within the main office area at any time.
Beacon Digital will provide the following additional services to Member:
3.1. Wireless Internet Access. Beacon Digital will provide wireless internet access subject to the terms and conditions set forth in Exhibit A.
3.2. Kitchen. Member may use the kitchen and associated dining area, including utensils, dishes, and appliances.
3.3. Cleaning Service. Member’s desk or Conference Room space will be cleaned weekly by a professional cleaning service.
3.4. Conference Rooms. Member will be able to reserve the use of private conference rooms between 6 am EST and 11 pm EST for no more than two (2) hours per day at no additional cost. Room availability is subject to demand and some rooms may be unavailable for reservation during certain periods of time.
Member will pay a monthly license fee (“License Fee”) for use of the Workspace, or a one-time fee if booking a Conference Space. Payment will be made in the form of a check made out to Beacon Digital Marketing LLC or by ACH Transfer using account details provided by Beacon Digital. If renting by month, the License Fee is due on the 1st of each month. If the effective date of the Agreement begins after the 1st of the month, Member will pay a prorated License Fee for the remainder of days in the month due on the effective date of the Agreement. Payments that are in excess of 10 days late are subject to a late fee of 10 percent of the License Fee.
If renting for a Conference Room one-time use, the payment is do 24 hours prior to the date of the intended use.
Member will have an assigned door code to provide access to the Premises and may use the Workspace between 6 am EST and 11 pm EST (“Normal Office Hours”). Member may request access to the Premises outside of Normal Office Hours by emailing operations@beacondigitalmarketing.com. Member is responsible for maintaining the security of the door code and will notify Beacon Digital within 24 hours if they believe the door code has been shared or obtained by an unauthorized third party.
Member agrees to abide by all rules or policies set forth by Beacon Digital for the Workspace, including any amendments or additions that may be added by Beacon Digital from time to time at Beacon Digital’s sole discretion. All rules and policies, and any amendments thereto, regarding the Workspace will be provided to Member in a Workspace Handbook.
Member is permitted to conduct meetings with work-related guests in a reserved conference room. All guests must be accompanied by the Member at all times while on the Premises. Member agrees to be responsible for any damage caused by Member’s guests while on the Premises, and agrees to be responsible for ensuring that all guests comply with the rules and policies in the Workspace Handbook.
Upon request, Members may have access to unsecured storage for personal property. Beacon Digital Marketing is not responsible for Member’s personal property. Member shall remove any personal property upon termination of this Agreement. Any personal property remaining on the Premises after termination of this Agreement will be disposed of by Beacon Digital. Member waives all claims regarding Member’s personal property.
Member is liable for damage to the Premises caused by Member or Member’s guests, and authorizes Beacon Digital to charge Member for repair of any such damage.
Member shall not sublicense or assign this contract to any third-party.
11.1. Without Cause. Member or Beacon Digital may terminate this Agreement without cause upon thirty (30) days written notice.
11.2 Breach. Beacon Digital may terminate this Agreement immediately upon a material breach of this Agreement by Member.
Member agrees to indemnify and hold harmless Beacon Digital against all losses, damages, liabilities, costs or expenses, including reasonable attorneys’ fees, resulting from all claims, proceedings, investigations or actions arising out of or in connection with Member’s breach of this Agreement or Member’s negligent or willful acts or omissions. This indemnification obligation shall survive the expiration or termination of this Agreement.
To the extent permitted by law, Beacon Digital disclaims all warranties, express or implied, with respect to the Premises and the services. Beacon Digital shall not be liable under any legal or equitable theory for any special, indirect, incidental, punitive, compensatory or consequential damages of any kind whatsoever or damages in excess of $100. Without limitation to the foregoing, Member, on behalf of Member, and Member’s personal representatives, successors, heirs, and assigns, hereby voluntarily agree to release, waive, forever discharge and hold harmless Beacon Digital, its members and employees from any and all liability and all claims, actions, or losses which may arise from the actions of other members or third parties on the Premises.
13.1. Force Majeure. Performance of any obligation of Beacon Digital hereunder will be excused so long as prevented by act of God, weather, act of a public enemy, fire, or other casualty, labor dispute, electrical shortage, failure of communications or common carrier, local, state, or federal public health order to close all office space, or other circumstances reasonably beyond Beacon Digital’s control and that it cannot circumvent using its best efforts (“Force Majeure”). Without limiting the foregoing, in the event that the Force Majeure continues for more than fifteen (15) days, the Member may terminate the Agreement upon thirty (30) days’ written notice to Beacon Digital. Member will not be obligated to pay any License Fees for the duration of the Force Majeure event.
13.2. Relationship of the Parties. The Agreement shall not create or be deemed to create any agency, partnership or joint venture between Beacon Digital and Member, nor shall it create or be deemed to create any legal right to real property.
13.3. Assignability. This Agreement is not assignable by Member, either in whole or in part, to any third party.
13.4. Severability. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal, invalid or unenforceable for any reason whatsoever, the remaining terms and provisions of this Agreement shall remain unaffected thereby.
13.5. No Waiver. The failure by Beacon Digital to exercise rights granted to Beacon Digital herein upon the occurrence of any of the contingencies set forth in this Agreement shall not constitute a waiver of such rights upon the recurrence of such contingency.
13.6. Interpretation. The Agreement shall be fairly interpreted in accordance with its terms and without strict construction in favor of or against a party based on the identity of the drafter of the Agreement or any term or provision of it.
13.7. Governing Law; Entire Agreement. This Agreement shall be governed by, and construed in accordance with the laws of the State of New York, without regard to conflict of law principles. Any action that may be brought by either party, arising out of or related to the Agreement, directly or indirectly, will be brought in a state or federal court of competent jurisdiction in Dutchess County, New York, NY. Member does hereby waive all defenses and questions of personal jurisdiction or venue for the purposes of carrying out this provision. This choice of jurisdiction and venue does not preclude the bringing of any action by Member for the enforcement of any judgment or order obtained in any such jurisdiction, in any other appropriate jurisdiction.
EXHIBIT A
Wireless Internet Access Terms and Conditions
Member agrees that Member will use the wireless internet access (“wifi”) only for lawful purposes. Member will not use the wifi to:
(a) send unsolicited commercial messages;
(b) transmit any false, inaccurate or misleading information;
(c) be defamatory, obscene, indecent, threatening or harassing;
(d) infringe upon any third party’s intellectual property rights;
(e) access protected data or intercept personal information without authorization;
(f) engage in any illegal conduct.
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