THE AUSTIN SPACE
Last Edited - November 18, 2018
The Austin Space (“Company”) has committed the second floor of the property located at 108-14 72nd Avenue, Second Floor, Forest Hills, Queens to the operation of a facility known as The Austin Space which has been established to provide collaborative work space and help business enterprises accelerate and mature en route to commercial viability.
The parties agree to the following:
License /General Use. Company grants to our members (“MEMBER”), for the use of its authorized employees (“Members”), a temporary, non-exclusive and revocable license to enter The Austin Space for the purpose of using the unassigned Work Stations. Members shall have access to The Austin Space pursuant to their respective Member/Fee Level, and subject to Company’s security, access and emergency procedures.
Nature of Agreement. This Agreement is not a lease and the parties agree (a) that their relationship is not that of landlord-tenant, (b) that this Agreement in no way confers to MEMBER or any its Members any tenancy interest, leasehold estate, or other property interest and, (c) that this Agreement shall not be deemed to create a fiduciary or agency relationship or partnership or joint venture.
Work Station. Members shall be entitled to use one (1) unassigned work station (in “as is” condition) that includes a desk and a chair (“Work Station”). Members shall make no alterations to the Work Stations without the prior written consent of the Company.
Common Area. Members shall be entitled to use or to have reasonable access to use The Austin Space’s common areas including the restrooms, the conference room, and kitchen according to Company’s rules and regulations (“R&Rs” – as further defined in Section 8) as the same may be changed by Company from time to time.
Shared Equipment. Members shall have reasonable access to The Austin Space’s shared office equipment (Shared Equipment”), including printer. Members may be charged for excessive printing charges. The Austin Space will cover 300 pages total / month (shared among all members). Excessive printing will be monitored and charged to appropriate member(s). MEMBER shall be solely responsible for any damage to any of the Shared Equipment caused by its Members or their invitees.
HVAC. Heating and cooling shall be maintained at a temperature which in Company’s judgment provides for comfortable use of The Austin Space under normal business operations from 9 a.m. to 8 p.m. Monday through Friday.
Programs/Events/Other Services. Members shall be entitled to take part in and participate in a range of scheduled events and programs including networking events and guest speakers.
Term/Termination. The term of this Agreement shall run on a month to month basis, commencing on agreed date. Either party may terminate this Agreement without cause by cancelling on the Cobot, our coworking management software, dashboard. The Company may terminate this Agreement upon ten (10) days written notice in the event of MEMBER’s breach of this Agreement remains uncured for such ten (10) day period, provided however that Company may terminate this Agreement immediately and MEMBER may be evicted immediately in the event of any unlawful act or any act of gross negligence on the part of MEMBER, its Members or invitees occurring on or about The Austin Space or the Building or in the event of any other breach which the Company reasonably deems to be incurable. MEMBER and its Members shall vacate The Austin Space and the Building on or before the termination date of this Agreement. MEMBER shall pay for all damage to The Austin Space and any of Company’s equipment caused by its Members or invitees. Any and all property issued to MEMBER or its Members by Company (including, without limitation, access cards and keys to the Building and The Austin Space) shall be returned to Company immediately upon the effective date of the termination of this Agreement.
Fees. MEMBER agrees to pay Company, on or before the initial sign-up day of each month during the term of this Agreement, the Total Monthly Fees (“Fees”). Please see #12 in the event that MEMBER defaults.
Additional Agreements – Fee Increase. In the event that MEMBER desires to add Members and such addition is agreed to by Company, if the effective date that MEMBER’s additional Member’s/s’ use of The Austin Space is on any day other than the first day of a calendar month, the revised Fees will commence on either (a) the first of that month if the first day of use commences on or between the 2nd and 20th of that month or, (b) the first day of the following month if the first day of use commences on or between the 21st and the last day of the calendar month.
Reduction of Members – Fee Decrease. In the event that MEMBER decides to reduce its group or number of members, they may cancel via the Cobot dashboard. Membership fees for that month will not be refunded.
Non-Refundable. In the event that MEMBER desires to request for a refund, the membership and commitment fees are non-refundable once the payment is processed for that month.
Price Changes. All prices (membership fees, additional passes, day pass, and service charges) are subject to change without notice.
Open Environment/Privacy/Confidentiality/Security. MEMBER agrees and acknowledges that Company cannot guarantee an expectation of privacy or security to MEMBER and its Members. The Austin Space is an open office environment and conversation may be overheard. Other occupants of The Austin Space may have physical access to the Work Stations and equipment used by MEMBER’s Members. As between the Company and MEMBER, MEMBER assumes all risk regarding the disclosure of MEMBER’s confidential or proprietary information resulting from its Member’s/s’ presence in The Austin Space. Furthermore, MEMBER agrees not to disclose any confidential information or proprietary information of other occupants or tenants. Confidential and proprietary information includes any information that is not explicitly declared otherwise. Company shall not be liable under any circumstances for the disclosure or misuse of any of MEMBER's information to or by any third party.
Utilities and Services. Water, electricity, janitorial, and wireless internet access (“Internet”) are included in the Fees. Company will use reasonable efforts to maintain continuous supply of utility services to The Austin Space and the Building. Although Company does not warrant that any of the services and utilities identified in this Section will be free from interruption, Company will take reasonable steps to restore service if it is interrupted. Interruption of services or utilities shall not excuse performance of any of MEMBER’s obligations under this Agreement.
Internet. Company does not make any representations as to the security of the Internet or any information that MEMBER or its Members receive or transmit through the Internet. MEMBER should adopt whatever security measures (such as encryption) it believes are appropriate for the circumstances. Company cannot guarantee that MEMBER or its Members will have any level of maintained connectivity to the Internet. MEMBER’s sole and exclusive remedy in the event of reduced connectivity which is within the Company’s reasonable control shall be for the Company to rectify the issue within a commercially reasonable time following notice from MEMBER.
Access by Company. Company shall have access to The Austin Space at all reasonable times for the purpose of making any alterations, repairs or improvements which Company may deem necessary for the preservation of The Austin Space. Furthermore, The Austin Space may be moved or reconfigured at Company’s sole discretion.
Compliance with Laws, Rules and Regulations. MEMBER shall comply with all federal, state, and local laws, and shall abide by all R&Rs related to the Building and The Austin Space adopted by the Company and set forth in Exhibit A attached hereto and incorporated herein. Company may amend these R&Rs, and such amended R&Rs shall be binding on MEMBERs. MEMBER shall be required to complete, to Company's satisfaction, training offered by Company, if any, regarding such R&Rs.
Use of The Austin Space. MEMBER’s shall use The Austin Space only for the business purposes and for no other purpose without the approval of the Company. Personal classes or workshops, that has not been approved by Company, may not be held. MEMBER shall not claim any space or area of The Austin Space for their own. MEMBER shall not make any use of The Austin Space which (i) may be dangerous to either persons, the Building or The Austin Space; (ii) for any illegal purpose, nor for any purpose that is injurious to the health, safety, and welfare of the public or that may jeopardize MEMBER's or Company’s insurance coverage of the Building or The Austin Space; or (iii) commit, or suffer to be committed, any waste in or on the Building or The Austin Space; or (iv) create or permit any nuisance in or on the Building or The Austin Space. If MEMBER does not comply with this section, Company may terminate this Agreement immediately.
Environmental. MEMBER shall not use, manufacture, release, treat, store, dispose of or generate at, on or about the Building any hazardous substances.
Indemnification. MEMBER agrees to defend, indemnify and hold Company, its regents, employees, students and agents (collectively, the "Released Parties") harmless from and against all claims, actions, damages, liability and expense (including reasonable attorneys' fees) arising from MEMBER's use of The Austin Space, or any part thereof, or occasioned wholly or in part by any act or failure to act by MEMBER, its Members, or invitees or any failure of MEMBER or any of its Members to perform their obligations under this Agreement, except only to the extent caused solely by the negligence of Company. MEMBER shall also pay all costs, expenses and reasonable attorneys' fees that may be actually incurred by Company in enforcing or attempting to enforce this Agreement. MEMBER further agrees to defend, indemnify and hold Company harmless from and against any costs, fines or penalties assessed against MEMBER or Company associated with MEMBER’s failure to comply with local, state and federal laws and regulations regarding the use, disposal or release of hazardous materials or substances.
Waiver of Subrogation. MEMBER hereby waives and releases any right of recovery (including by way of subrogation) against Company, its officers, employees, students and agents for any loss or damage sustained by MEMBER or its Members with respect to its use of any portion of The Austin Space or the Building, or the contents of the same or any operation in or about the same, to the extent such loss or damage is actually insured against or is required hereunder to be insured against.
Force majeure. Company shall not be held liable to MEMBER under this Agreement if it is prevented from, or delayed in, performing its obligations under this Agreement or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control. Company’s responsibility to perform its obligations shall be suspended during the period required to remove such force majeure event.
Remedies. Company’s remedies in the event of an MEMBER default that is either noncurable or not timely cured shall include the Company having (a) the immediate option to terminate this Agreement and all rights of MEMBER hereunder and (b) the right, with or without terminating this Agreement, to remove all persons and property from The Austin Space. These remedies are not exclusive; they are cumulative and in addition to any remedies now or later allowed by law or in equity.
Limitation of Liability. Company shall not be liable for any indirect, special, incidental, punitive, or consequential damages, including lost profits, arising out or resulting from either (a) MEMBER’s use of The Austin Space (b) loss of any utility or service provided by the Company pursuant to this Agreement (including any degradation of connectivity/access to the Internet) or (c) any other cause of loss incurred by MEMBER or its Members pursuant to this Agreement. The foregoing shall apply, to the fullest extent permitted by law, regardless of the negligence or other fault of Company. The Company does not control and is not responsible for the actions of other members. If a dispute arises between Members or their invitees, the Company shall have no responsibility or obligation to participate, mediate or indemnify any party.
No Waiver. No failure of Company to exercise any right given to Company under this Agreement, or to insist upon strict compliance by MEMBER with the provisions of this Agreement shall constitute a waiver of Company's right to demand strict compliance by MEMBER with the terms and conditions of this Agreement.
Publicity. MEMBER shall not use the name of The Austin Space or any other similar reference, in any publicity, advertising or news release without the prior written approval of Company, which may be withheld in Company’s sole discretion, except for the purpose of indicating MEMBER’s physical location. Company will be allowed to use MEMBER’s name in any publication about companies working in The Austin Space.
Attorney’s Fees. In the event any action, suit or proceeding is commenced in connection with this Agreement, the losing party shall pay to the prevailing party the amount of reasonable attorneys’ fees and incurred costs.
Nondiscrimination. MEMBER certifies it will not discriminate in employment on the basis of race, color, religion, sex, national origin, veteran status or physical or mental disability in regard to any position for which the employee is qualified, in compliance with (a) Presidential Executive Order 11246, as amended, including the Equal Opportunity Clause contained therein; (b) Section 503 of the Rehabilitation Act of 1973, as amended, and the Vietnam Era Veterans Readjustment Act of 1974, as amended, and the Affirmative Action Clauses contained therein; and (c) the Americans with Disabilities Act of 1990, as amended. MEMBER agrees it will not maintain facilities which are segregated on the basis of race, color, religion or national origin in compliance with Presidential Executive Order 11246, as amended, and will comply with the Americans with Disabilities Act of 1990, as amended, regarding its programs, services, activities and employment practices.
Entire Agreement. This Agreement constitutes the full, complete and entire agreement between Company and MEMBER. No alteration, amendment, change or addition to this Agreement shall be binding upon either party unless in writing and signed by both parties (except for R&Rs which may be amended by Company pursuant to Section 9).
Miscellaneous. This Agreement: (a) may not be assigned by MEMBER; (b) shall be binding upon and inure to the benefit of the parties and their respective successors and assigns; (c) may be executed in counterparts and each counterpart constitutes an original document, and (d) shall be governed by the laws of the State of New York, and without regard to conflicts of law principles, jurisdiction and venue for any action or claim arising hereunder shall lie exclusively in the courts of New York. Each party irrevocably consents to the personal and subject matter jurisdiction of said courts, and to service of process.
RULES AND REGULATIONS (“R&Rs”)
All references to MEMBER within these R&Rs shall apply to its Members, employees, agents and invitees.
All keys or entry cards issued to MEMBER shall remain the Company’s property at all times. MEMBER may not make any copies of the keys and/or entry cards or allow anyone else to use them without Company’s consent. Any loss must be reported to the Company immediately and MEMBER will be responsible for paying a reasonable fee ($35) for replacement keys or cards and of changing locks, if required.
MEMBER shall not place objects or obstruct pathways, sidewalks, elevators, stairs, corridors and entranceways to and within either the Building or The Austin Space.
MEMBER shall not affix anything to the windows, walls or any other part of The Austin Space without the prior written consent of Company.
MEMBER shall not, without Company’s prior written consent, store or operate on the any computer (excepting a personal computer/laptop) or any other large business machine, reproduction equipment, heating equipment, stove, radio, stereo equipment or other mechanical amplification equipment, vending or coin operated machine, refrigerator or coffee equipment. No article deemed hazardous on account of fire or any explosives shall be brought into either the Building or The Austin Space. No offensive gases, odors or liquids shall be permitted. No weapons concealed or otherwise, shall be permitted. The Austin Space is intended to be used solely for office use.
Smoking is strictly prohibited in The Austin Space and the Building. MEMBER shall not permit its Members, employees, guests, invitees or others to smoke in The Austin Space and the Building. Furthermore, this restriction includes the use of all tobacco and marijuana products. It is a federal crime to possess and use marijuana on or in any Company facilities.
MEMBER shall not keep or allow any animals in The Austin Space or the Building, other than service animals.
MEMBER must keep any refuse in proper containers in the interior of The Austin Space until the same is removed, and to permit no refuse to accumulate within The Austin Space or the Building.
MEMBER shall refrain from producing sound that disturbs the other occupants and tenants.
MEMBER shall not permit odors to be unreasonably dispelled within The Austin Space.
Company is not responsible for the theft, loss or damage to any property owned by either MEMBER or other occupants of either The Austin Space or the Building. There is significant open space in The Austin Space and Company will take reasonable actions to provide a secure environment. MEMBER is to take reasonable precautions to maintain security throughout The Austin Space and to comply with all directives of the Company police. Reasonable precautions include actively hosting and supervising guests while they are in the open, common, or shared spaces; and directing persons who are unfamiliar to MEMBER and who appear to be un-hosted or unsupervised to the staff of The Austin Space.
Canvassing, soliciting and peddling in the Building are prohibited and MEMBER shall not solicit other clients for any business or other purpose without the prior written approval of Company.
MEMBER releases Company from any liability arising out of or incurred in connection with any mail or packages received on its behalf.
Company allows MEMBER to bring maximum 2 guests per day as long as the guests are not working at the location and are at the space for meetings. If additional guest (more than 2) are brought in, Company will automatically apply a discounted rental rate ($45/hour) or full space rental rate if guests are occupying first floor ($100/hour).
If MEMBER requires off-hours other than the days and times listed as follows, then they must let Company staff know in advance.
The Austin Space - Days and Times