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·
'Authorized Signatory' means an individual
authorized to legally bind your company.
·
'Main Premises' means the Premises in which the
Office Space is located, as set forth in the Membership Details form.
·
'Member' means each person you authorize on your
Member List as being allowed to use your Office Space and receive the Services
(defined below) or other benefits of your Hunt Street Station (HSS) membership.
·
'Member Company' means a company, entity or
individual that enters into a Membership Agreement with HSS.
·
'Office Space' means the office number and/or
workspace location(s) specified in the Membership Details form.
·
'Premises' means a building or portion of a
building in which HSS offers or plans to offer offices, workstations, other
workspaces, and/or other services to Member Companies.
·
'Primary Member' means the primary in-Premises
Member contact for HSS.
·
'Start Date' means the start date set forth on
the Membership Details form.
·
'HSS,' “we' or “us' means the HSS entity you are
contracting with, which may be amended by HSS from time to time.
·
'You' means the company or other entity listed
on the Membership Details form.
Our Information
Campau Holdings, DBA, Hunt Street Station
2200 Hunt Street
Detroit, MI 48207
agreements@huntstreetstation.com
833-477-8284
1.
The Benefits of Membership
(a) Services. Subject to the terms and conditions of this
agreement, including any attachments, exhibits, and addenda (including any additional
or supplemental Membership Details forms) (collectively, the “Agreement”) and
any other policies we make available to you from time to time, during the Term
(defined below), HSS will use commercially reasonable efforts to provide you
(and your Members, as applicable) the services described below. These services
are referred to in this Agreement as the “Services.“
·
Non-exclusive access to the Office Space.
·
Regular maintenance of the Office Space,
consistent with the maintenance provided to similar workspaces in the Premises,
provided that we will not be responsible for damage exceeding normal wear and
tear.
·
Furnishings for the Office Space of the quality
and in the quantity typically provided to other HSS Member Companies with similar
office space, workstations, and/or other workspace, as applicable, in the
Premises.
·
Access to and use of the shared internet
connection.
·
Use of the printers, copiers and/or scanners
made publicly available in the Premises.
·
Use of the conference rooms in any HSS Premises
during such Premises’ Regular Business Hours on Regular Business Days, subject
to availability and your prior reservation of such conference rooms.
·
Heat and air-conditioning in the Office Space
during Regular Business Hours on Regular Business Days.
·
Acceptance of mail and deliveries on behalf of
your business during Regular Business Hours on Regular Business Days; provided
that we are not liable for any mail or packages received without a HSS employee’s
signature indicating acceptance.
·
Opportunity to participate in members-only
events, benefits and promotions.
(b) Business Hours/Days. We are entitled to access your
Office Space, with or without notice, in connection with our provision of the
Services, for safety or emergency purposes or for any other purposes. We may temporarily
move furniture contained in your Office Space. We reserve the right to alter
your Office Space, provided that we will not do so in a manner that
substantially decreases the square footage of your assigned Office Space or
related amenities. We may also modify or reduce the list of Services or
furnishings provided for your Office Space at any time. The Services may be
provided by us, an affiliate or a third party.
(c) Our Reserved Rights. “Regular Business Hours” are
generally from 9:00 a.m. to 6:00 p.m. on Regular Business Days. “Regular
Business Days” are all weekdays, except local bank/government holidays and up
to three other days of which we will inform you.
(d) Office Space Not Timely Available. If we are unable to
make the Office Space available by the Start Date for any reason, including due
to (i) changes in construction plans, delays in obtaining permits, or any other
obstacles in procuring space in any Premises, or (ii) delays caused by you or
by changes requested by you, we will not be subject to any liability related to
such inability, nor will such failure affect the validity of this Agreement. In
this event, except as set forth in this Agreement, you will not be obligated to
make payments of the Membership Fee until the Office Space is made available to
you.
2.
Your Members
(a) Updating the Member List. Only those individuals set
forth on the Member List will be deemed to be “Members” and entitled to the benefits
described in this Agreement. Your Members will be able to begin using,
accessing, and/or receiving the Services on the later of (i)the Start Date or
(ii) the date we confirm the addition of such individual to the Member List.
You are responsible for maintaining the accuracy of the Member List, the first
version of which is attached to this Agreement. To make changes to your Member
List, you must have your Primary Member send an email, from the Primary
Member’s email account on file with HSS, to the email address specified at the
bottom of Membership Details form. The email requesting the change must include
the name(s) and email address(es) of the departing and new Member(s) and the effective
date of the change. The changes will not take effect until we confirm that we
have received the email and have accepted and applied the change, in our sole
discretion. A Member will no longer be allowed access to the Services upon the
earlier of (1) the termination or expiration of this Agreement; (2) your
removal of such Member from the Member List or (3) our notification to you that
such Member will be removed from the Member List, for example if such Member
violated this Agreement. If the number of Members or other individuals
regularly using your Office Space exceeds the number allocated on the
Membership Details form, you will be required to pay the then current
additional fee as set forth on huntstreetstation.com/faq. In no event will the
number of Members exceed 1.5 times the space capacity listed above, regardless
of additional fees paid. We reserve the right to further limit the number of
Members allowed at any point. Upon the addition of a Member to the Member List,
HSS will create a profile for such Member on the HSS Member Network. Such
profile will be viewable by us, our employees and agents, and other members. Such
profile may include a photograph of the Member, in addition to other
information about the Member. You are responsible for informing each of your
Members about the creation of such profile. By sending us a request to add an
individual to your Member List, you are representing and warranting that you
have obtained all necessary consent from such individual for the creation of
such profile.
(b) Changes to or Removal of Primary Member or Authorized Signatory.
An Authorized Signatory generally has the sole authority to make changes to or
terminate this Agreement. A Primary Member will generally serve as HSS’s
primary contact regarding matters that involve your Members, the physical
Office Space or the Premises. We will be entitled to rely on communications to
or from the Authorized Signatory or Primary Member as notice to or from the
applicable Member Company. However, an Executive Officer of the applicable
Member Company (“Executive Officer”) will have the authority to override the request
of an Authorized Signatory or Primary Member, as applicable, provided that we
receive such a request within 24 hours following such Authorized Signatory’s or
Primary Member’s request. We will be entitled to request reasonable information
to confirm that an individual claiming to be an Executive Officer truly is one
and to exercise our discretion in determining whether a particular position
constitutes an “executive officer”. An Executive Officer will also have the
authority to remove or replace the individual serving as the Authorized
Signatory and/or Primary Member. Unless we receive instructions from the
Authorized Signatory or Executive Officer, if the individual designated as the
Primary Member ceases to provide services to the Member Company or ceases using
the Office Space regularly, we will use our reasonable judgment in designating
a replacement Primary Member.
3.
Membership Fees; Payments
(a) Payments Due Upon Signing. Upon submitting a signed and completed
Agreement, you will be obligated to deliver to us, in the amount(s) set forth
on your Membership Details form, (i) a service retainer (“Service Retainer”)
and (ii) the Set-Up Fee. The Service Retainer will be held as a retainer for
performance of all your obligations under this Agreement and is not intended to
be a reserve from which fees may be paid. In the event you owe us other fees,
you may not rely on deducting them from the Service Retainer, but must pay them
separately. Subject to the complete satisfaction of your obligations under this
Agreement, we will return the Service Retainer, or any balance after deducting outstanding
fees and other costs due to us, to you by ACH within thirty (30) days (or
earlier if required by applicable law) after the later of (1) the termination
or expiration of this Agreement and (2) the date on which you provide to us all
account information necessary for us to make such payment.
(b) Membership Fee. During the Term (defined below) of this
Agreement, we will process payment for your Membership Fee and other then outstanding
fees, in advance, monthly and no later than the fifth (5th) business day of
each month. You shall be responsible for having the necessary funds available
in your payment account as of the first (1st) day of the month. The Membership
Fee set forth on the Membership Details form covers the Services for only the
number of Members indicated in the Membership Details form. Additional Members
will result in additional fees as set forth on huntstreetstation.com/faq. The
Membership Fee for the year will automatically increase by three percent (3%)
of the previous year’s Membership Fee.
(c) Invoices; Financial Information. HSS will send or
otherwise provide invoices and other billing-related documents, information and
notices to the Primary Member, unless a different Billing Contact is indicated
on the Membership Details form. Change of the Billing Contact will require
notice from the Authorized Signatory in accordance with this Agreement.
(d) Overage Fees. Each month, you will receive a certain
number of credits for conference room use, copies, printouts and other products
and services we may offer from time to time, as specified on the Membership
Details form. These allowances may not be rolled over from month to month. If
these allocated amounts are exceeded, you will be responsible for paying fees
for such overages. The current overage fee schedule is listed on huntstreetstation.com/faq.
All overage fees are subject to increase from time to time.
(e) Late Fees. If payment for the Membership Fee or any
other accrued and outstanding fee is not made by the tenth (10th) of the month
in which such payment is due, you will be responsible for paying the
then-current late charge. The current late fee schedule is listed on huntstreetstation.com/faq
(f) Form of Payment. We accept payment of all amounts
specified in this Agreement solely by direct withdrawal from your bank account
or credit card. If you elect to pay via direct withdrawal, you are required to maintain
sufficient money in your bank account to pay the fees described in this
Agreement and to inform us promptly of any changes to the account. If you elect
to pay via credit card, you are required to inform us promptly of any changes
to your credit card information and must ensure that you replace such credit card
and update the relevant information prior to its expiration date. Changing your
payment method may result in a change in the amount required under this
Agreement to be held as the Service Retainer. Only a single checking, savings
or credit card account may be used at any given time to make payments under
this Agreement.
If payment via credit card fails on two occasions, we may
require you to make payments via direct withdrawal.
(g) Outstanding Fees. When we receive funds from you, we
will first apply funds to any balances which are in arrears and to the earliest
month due first. Once past balances are satisfied, any remaining portion of the
funds will be applied to current fees due. If any payments remain outstanding
after we provide notice to you, we may withhold Services or terminate this
Agreement in accordance with section 5(c).
(h) No Refunds. Except as provided in sections 5(b) and 5(e)
of this Agreement, there are no refunds of any fees or other amounts paid by you
or your Members in connection with the Services.
4.
Term and Termination
(a) Term. This Agreement will be effective when signed by
both parties (“Effective Date”); provided that we have no obligations to
provide you with the Services until the later of (i) the date on which payment
of your Service Retainer and first month Membership Fee has cleared or (ii) the
Start Date. If the Start Date is a Regular Business Day, you will be entitled to
move into the Office Space after 11 a.m. (in the Office Space’s time zone) on
the Start Date. If the Start Date is not a Regular Business Day, you will be
entitled to move into the Office Space after 11 a.m. (in the Office Space’s
time zone) on the first Regular Business Day after the Start Date. Unless
otherwise set forth on the Membership Details form, following the Initial Term,
this Agreement shall continue on a month-to month basis (any term after the
Initial Term, a “Renewal Term”). The Initial Term and all subsequent Renewal
Terms shall constitute the “Term”. This Agreement will continue until terminated
in accordance with this Agreement.
(b) Cancellation Prior to Start Date by You. You may cancel
this Agreement prior to the Start Date upon delivery of notice to us. If you terminate
more than one (1) full calendar month prior to your Start Date, you may be
entitled to a refund of your Set-Up Fee, less any applicable charges, expenses
or deductions. If you terminate within one (1) full calendar month prior to
your Start Date, you will not receive any refund.
(c) Termination After the Start Date by You; Changes in
Office Space. After the Initial Term, you may terminate this Agreement by
delivering to us the HSS Exit Form (“Exit Form”) at least one (1) full calendar
month prior to the month in which you intend to terminate this Agreement (“Termination
Effective Month”). The Exit Form needs to be completely filled out and signed
by the Authorized Signatory. The termination will become effective on the last
Regular Business Day of the Termination Effective Month. For instance, if you
would like to terminate this Agreement on the last Regular Business Day of
April, the last opportunity to deliver the Exit Form to us would be on March
31. You will not be entitled to proration with respect to the last month's Membership
Fee. For instance, if you vacate your Office Space before the last Regular
Business Day of April, you will still owe us the full Membership Fee for the
month of April. On the last Regular Business Day of the month, you must vacate
the Office Space no later than 4:00 p.m. Changes in Office Space, to the extent
you have already occupied a different Office Space, will also require
compliance with the termination obligations set forth in this Section 5 for the
Office Space being vacated.
(d) Termination or Suspension After the Start Date by us. We
may withhold Services or immediately terminate this Agreement: (i) upon breach
of this Agreement by you or any Member; (ii) upon termination, expiration or
material loss of our rights in the Premises; (iii) if any outstanding fees are
still due after we provide notice to you; (iv) if you or any of your Members
fail to comply with the terms and conditions of this Agreement or any other
policies or instructions provided by us; or (v) at any other time, when we, in
our reasonable discretion, see fit to do so. You will remain liable for past
due amounts, and we may exercise our rights to collect due payment, despite
termination or expiration of this Agreement.
(e) Service Retainer. After termination or expiration of
this Agreement, we will return any balance of your Service Retainer to you in
accordance with section 3(a) of this Agreement.
(f) Removal of Property Upon Termination. Prior to the
termination or expiration of this Agreement, you will remove all of your, your
Members’, and your or their guests’ property from the Office Space and
Premises. After providing you with reasonable notice, we will be entitled to
dispose of any property remaining in or on the Office Space or Premises after
the termination or expiration of this Agreement and will not have any obligation
to store such property, and you waive any claims or demands regarding such
property or our handling of such property. You will be responsible for paying
any fees reasonably incurred by us regarding such removal. Following the
termination or expiration of this Agreement, we will not forward or hold mail
or other packages delivered to us.
5.
House Rules
(a) You acknowledge and agree that:
·
keys, key cards and other such items used to
gain physical access to the Premises or the Office Space remain our property.
You will cause your Members to safeguard our property and you will be liable
for replacement fees should any such property be lost, stolen or destroyed;
·
you shall promptly notify us of any change to
your contact and payment information;
·
we will provide notice to you of any changes to
services, fees, or other updates by emailing the email addresses provided by
you. It is your responsibility to read such emails and to ensure your Members are
aware of any changes, even if we notify such Members directly;
·
for security reasons, we may, but have no
obligation to, regularly record certain areas in the Premises via video;
·
we are not responsible for the security of your
our your Members’ belongings that are stored on the Premises, including items
kept in members’ vehicles parked on or near the Premises.
·
we may disclose information about you or your
Members as necessary to satisfy any applicable law, rule, regulation, legal process
or government request or as we otherwise deem reasonably necessary for the protection
of us, other Member Companies or other members;
·
you and your Members will abide by other rules
and regulations as determined by us and communicated to you, including by
email. We may add, delete or amend the rules and regulations at our reasonable
discretion and with notice to you, provided that neither the enforcement of
such rules nor the additions, deletions or amendments of such rules shall be
discriminatory – that is, such rules or additions will similarly apply to all
other Members and Member Companies with Office Space in the Premises receiving similar
services;
·
all Members, including the Primary Member, are
at least as old as the legal age for consuming alcohol in the applicable
jurisdiction;
·
your Office Space has a limited capacity. If the
number of Members or other individuals regularly using your Office Space
exceeds the number allocated on your Membership Details form, you will be required
to pay the then current additional fee as set forth on huntstreetstation.com/faq.
In no event will the number of Members exceed 1.5 times the number of desks in
the Office Space, regardless of additional fees paid. We reserve the right to
further limit the number of Members allowed at any point;
·
common spaces are to be enjoyed by all our
Member Companies, members and guests unless otherwise instructed by us, and are
for temporary use and not as a place for continuous, everyday work;
·
you have no expectation of privacy with respect
to HSS’s Internet connection, networks, telecommunications systems or information
processing systems (including any stored computer files, email messages and
voice messages), and your activity and any files or messages on or using any of
those systems may be monitored at any time without notice, including for
security reasons and to ensure compliance with HSS’s policies, regardless of
whether such activity occurs on equipment owned by you or HSS; and
·
notwithstanding any rights under trademark or
copyright law and any rights of publicity, privacy or otherwise, and without
any further compensation, we may and hereby are authorized to use, in connection
with promotion of our and our partners’ businesses, products and services
during and after the Term, (i) your name, trademark, service mark, logo, trade
dress and other identifiers and intellectual property and (ii) the names,
likenesses, and voices of each of your Members and guests when they are in any
Premises (regardless of whether or not your specific Office Space is located in
such Premises). You will ensure that you have obtained, in writing, all
licenses, permissions, consents, rights and releases necessary, including
without limitation from any Members, guests or other third parties, in order to
grant to us the rights and licenses set forth in this section.
(b) No Member will:
·
perform any activity that is reasonably likely
to be disruptive or dangerous to other members, their guests, or their
property;
·
use the Services to conduct or pursue any
illegal activities;
·
use the Services to conduct any activity that is
generally regarded as offensive;
·
attach or affix any items to the walls, install
antennas, or telecommunication lines or devices in the office space or bring additional
furniture into the office space, in each case without our prior written
consent;
·
misrepresent himself or herself to the HSS
community, either in person or on huntstreetstation.com;
·
take or copy information belonging to other
members or their guests;
·
use the name “HSS” or “Hunt Street Station” or
use pictures or illustrations of the Premises in any advertising, publicity or
other purpose, without our prior written consent;
·
use the office space in a “retail,” “medical,”
or other nature involving frequent visits by members of the public;
·
make any copies of any keys or other means of
entry to the Premises or lend, share or transfer any keys or keycards to any
third party;
·
allow any guest(s) or such Members to enter the
building without registering such guest(s) according to our policies.
6.
Additional Agreements
(a) Technology Release. In order to utilize all the
functionalities offered by us, it may be necessary to install software onto a
Member’s computer, tablet, mobile device or other electronic equipment. In
addition, from time to time, at a Member’s request, we or an affiliate, or our
or their agent or service provider, may help troubleshoot problems a Member may
have in trying to access certain functionalities, such as printing or accessing
the Internet. Regarding the foregoing, you agree that we and our affiliates:
·
are not responsible for any damage to any
Member’s computer, tablet, mobile device or other electronic equipment, or
otherwise to Member’s system, related to such technical support or downloading and
installation of any software;
·
do not assume any liability or warranty in the
event that any manufacturer warranties are voided; and
·
do not offer any verbal or written warranty,
either expressed or implied, regarding the success of any technical support.
(b) Waiver of Claims. To the extent permitted by law, you,
on your own behalf and on behalf of your Members, employees, agents, guests and
invitees, waive any and all claims and rights against us at the Main Premises
and our and its affiliates, parents, and successors and each of our and their
employees, assignees, officers, agents and directors (collectively, the “HSS
Parties”) resulting from injury or damage to, or destruction, theft, or loss
of, any property, person or pet.
(c) Limitation of Liability. The aggregate monetary
liability of any of the HSS Parties to you or your Members, employees, agents,
guests or invitees for any reason and for all causes of action, will not exceed
the total Membership Fees paid by you to us under this Agreement in the twelve
(12) months prior to the claim arising. None of the HSS Parties will be liable under
any cause of action, for any indirect, special, incidental, consequential,
reliance or punitive damages, including loss of profits or business
interruption. You acknowledge and agree that you may not commence any action or
proceeding against any of the HSS Parties, whether in contract, tort, or
otherwise, unless the action, suit, or proceeding is commenced within one (1)
year of the cause of action’s accrual.
(d) Indemnification. You will indemnify the HSS Parties from
and against any and all claims, liabilities, and expenses including reasonable attorneys’
fees, resulting from any breach of this Agreement by you or your Members or
your or their guests, invitees or pets or any of your or their actions or
omissions. You are responsible for the actions of and all damages caused by all
persons and pets that you, your Members or your or their guests invite to enter
any of the Premises. You shall not make any settlement that requires a
materially adverse act or admission by us or imposes any obligation upon any of
the HSS Parties without our written consent. None of the HSS Parties shall be
liable for any settlement made without its prior written consent.
(e) Insurance. You are responsible for maintaining, at your
own expense and at all times during the Term and for a period of two (2) years
after, personal property insurance and commercial general liability insurance covering
you and your Members for property loss and damage, injury to your Members and
your Members’ guests or pets and prevention of or denial of use of or access
to, all or part of the Premises, in form and amount appropriate to your
business. You will ensure that HSS and the landlord of the applicable Premises
shall each be named as additional insureds on any such policies of insurance
and that you waive any rights of subrogation you may have against HSS and the landlord
of the applicable premises. You shall provide proof of insurance upon our
request.
(f) Pets. If any Member plans on bringing a pet into the
Office Space or otherwise into the Premises, we may require this Member to
produce proof of vaccination for such pet in a form satisfactory to us. All
pets should remain inside the Office Space unless accompanied by a Member. If
any of your Members brings a pet into the Premises, you will be responsible for
any injury or damage caused by this pet to other members or guests or to the
property of HSS or any employees, members or guests. None of the HSS Parties
will be responsible for any injury to such pets. We reserve the right to
restrict any Member’s right to bring a pet into the Premises in our sole
discretion.
(g) Other Members. We do not control and are not responsible
for the actions of other Member Companies, Members, or any other third parties.
If a dispute arises between Member Companies, members or their invitees or
guests, we shall have no responsibility or obligation to participate, mediate
or indemnify any party.
7.
Arbitration and Class Action Waiver
(a) Governing Law. This Agreement and the transactions
contemplated hereby shall be governed by and construed under the law of the
State of Michigan, U.S.A. and the United States without regard to conflicts of laws
provisions thereof and without regard to the United Nations Convention on
Contracts for the International Sale of Goods or Michigan’s or any other
implementation of the Uniform Computer Information Transactions Act. In
accordance with the arbitration rules of JAMS then in force, by one or more
arbitrators appointed in accordance with said rules. The place of arbitration shall
be Detroit, Michigan, U.S.A.
(c) Proceedings;
Judgement. The proceedings shall be confidential and in English. The award
rendered shall be final and binding on both parties. Judgment on the award may
be entered in any court of competent jurisdiction. In any action, suit or
proceeding to enforce rights under this Agreement, the prevailing party shall
be entitled to recover, in addition to any other relief awarded, the prevailing
party’s reasonable attorneys’ fees and other fees, costs and expenses of every
kind in connection with the action, suit or proceeding, any appeal or petition
for review, the collection of any award or the enforcement of any order, as determined
by the arbitrator(s) or court, as applicable. This Agreement shall be
interpreted and construed in the English language, which is the language of the
official text of this Agreement.
(d) Class Action Waiver. Any proceeding to resolve or
litigate any dispute in any forum will be conducted solely on an individual
basis. Neither you nor we will seek to have any dispute heard as a class action
or in any other proceeding in which either party acts or proposes to act in a
representative capacity. No proceeding will be combined with another without
the prior written consent of all parties to all affected proceedings. You and
we also agree not to participate in claims brought in a private attorney
general or representative capacity, or any consolidated claims involving
another person's account, if we are a party to the proceeding. YOU ARE GIVING
UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY
CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR
ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.
8.
Miscellaneous
(a) Nature of the Agreement; Relationship of the Parties.
Your agreement with us is the commercial equivalent of an agreement for accommodation
in a hotel. The whole of the Office Space remains our property and in our
possession and control. We are giving you the right to share with us the use of
the Office Space so that we can provide the Services to you. Notwithstanding
anything in this Agreement to the contrary, you and we agree that our
relationship is not that of landlord tenant or lessor-lessee and this Agreement
in no way shall be construed as to grant you or any Member any title, easement,
lien, possession or related rights in our business, the Premises, the Office
Space or anything contained in or on the Premises or Office Space. This
Agreement creates no tenancy interest, leasehold estate, or other real property
interest. The parties hereto shall each be independent contractors in the
performance of their obligations under this Agreement, and this Agreement shall
not be deemed to create a fiduciary or agency relationship, or partnership or joint
venture, for any purpose. Neither party will in any way misrepresent our
relationship.
(b) Updates to Agreement. Changes to membership and overage
fees, will be governed by section 3 of this Agreement and changes to the House
Rules will be governed by section 5 of this Agreement. With respect to other
sections of this Agreement, we may from time to time update this Agreement and
will provide notice to you of these updates.
You will be deemed to have accepted the new terms of the Agreement following
the completion of one (1) full calendar month after the date of notice of the
update(s). Continued use of the Office Space or Services beyond this time will
constitute acceptance of the new terms.
(c) Waiver. Neither party shall be deemed by any act or omission
to have waived any of its rights or remedies hereunder unless such waiver is in
writing and signed by the waiving party.
(d) Subordination. This Agreement is subject and subordinate
to our lease with our landlord of the Premises and to any supplemental documentation
and to any other agreements to which our lease with such landlord are subject
to or subordinate.
(e) Extraordinary Events. HSS will not be liable for, and
will not be considered in default or breach of this Agreement on account of,
any delay or failure to perform as required by this Agreement (with the exception
of any obligations on your part to pay any sum of money due to us under this
Agreement) as a result of any causes or conditions that are beyond HSS’s
reasonable control, including without limitation any delays or changes in
construction of, or HSS’s ability to procure any space in, any Premises.
(f) Severable Provisions. Each provision of this Agreement
shall be considered separable. To the extent that any provision of this
Agreement is prohibited, this Agreement shall be considered amended to the smallest
degree possible in order to make the Agreement effective under applicable law.
(g) Survival. All provisions of this Agreement reasonably
expected to survive the termination or expiration of this Agreement will do so.
(h) Notices. Any and all notices under this Agreement will
be given via email, and will be effective on the first business day after being
sent. All notices will be sent via email to the email addresses specified on
the cover sheet, except as otherwise provided in this Agreement. HSS may send
notices to either (or both) the Primary Member or the Authorized Signatory, as HSS
determines in its reasonable discretion. Notices related to the physical Office
Space, Premises, Members, other Member Companies or other issues in the
Premises should be sent by the Primary Member. Notices related to this Agreement
or the business relationship between you and HSS should be sent by your
Authorized Signatory. In the event that we receive multiple notices from
different individuals within your company containing inconsistent instructions,
the Authorized Signatory’s notice will control unless we decide otherwise in
our reasonable discretion.
(i) Headings; Interpretation. The headings in this Agreement
are for convenience only and are not to be used to interpret or construe any provision
of this Agreement. Any use of “including” “for example” or “such as” in this
Agreement shall be read as being followed by “without limitation” where
appropriate.
(j) No Assignment. Except in connection with a merger,
acquisition, corporate reorganization, or sale of all or substantially all of
the shares or assets of you or your parent corporation, you may not transfer or
otherwise assign any of your rights or obligations under this Agreement (including
by operation of law) without our prior consent. We may assign this Agreement
without your consent.
(k) OFAC. You hereby represent and warrant that (i) neither
you nor any of your Members are or will be, at any time during the Term, an
entity or individual listed on the Specially Designated Nationals and Blocked Persons
List published by the U.S. Department of Treasury, as updated from time to time
and (ii) neither you nor any of your Members will, at any time during the Term,
engage in any activity under this Agreement, including the use of Services
provided by HSS in connection with this Agreement, that violates applicable
U.S. economic sanctions laws or causes HSS to be in violation of such U.S. economic
sanctions laws.
(l) Entire Agreement. This Agreement, including the cover
page, Membership Details form, constitutes the entire agreement between the parties
relating to the subject matter hereof and shall not be changed in any manner
except by a writing executed by both parties or as otherwise permitted herein.
All prior agreements and understandings between the parties regarding the
matters described herein have merged into this Agreement.
Members
As part of the membership fee, you are entitled to a number
of individual memberships matching the capacity we allocate to your office
space. Additional members may be granted access for a non-prorated fee of
$100.00 per month. Your office space may not be regularly accessed by
nonmembers. Promptly inform us of any changes to the identity or amount of your
Members. A copy of a photo ID is required for each Member in order to obtain a
key and keycard access to the office space. We reserve the right to perform a
background check on any prospective or existing Member and decline or terminate
any membership based on the results of such check.
SIGNATURE
This Agreement, including the Terms and Conditions,
Membership Details form, Member List and Payment Authorization form, will be
effective when signed by both parties. In the event of any conflict between the
Terms and Conditions and the Membership Details form, the Membership Details form
shall prevail.
By signing this Agreement you represent to us that you have
the proper authority to execute this Agreement on behalf of the company listed
above and incur the obligations described in this Agreement on behalf of such
company.
Cobot Terms & Conditions
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