The following terms shall have the following definitions:
“Acceptable Use Policy” means Convene’s Wireless Network Acceptable Use Policy, located at convene.com/acceptable-use-policy.
“Agreement” means the Membership Information Sheet, these Terms & Conditions, any policies or additional terms and conditions referenced herein, and any attachments, exhibits, amendments and supplements attached hereto, as each of the same may be amended from time to time by Convene in accordance with Section 9(b) of these Terms & Conditions.
“Allocated Guest Passes” has the meaning set forth in Section 3(c) of these Terms & Conditions.
“Anti-Money Laundering Laws” has the meaning set forth in Section 9(m) of these Terms & Conditions.
“Authorized Signatory” means the individual authorized to legally bind the Member(s), if applicable, as identified in the Membership Information Sheet, or subsequently designated in accordance with this Agreement.
“Back of House” means that portion of the Main Premises that includes, but is not limited to, the kitchen, storage, IT closet and mechanical room.
“Billing Contact” means the Billing Contact identified in the Membership Information Sheet, or subsequently designated in accordance with this Agreement.
“Building” means the building in which the Main Premises are located, as set forth in the Membership Information Sheet in the section labeled “Convene Building”.
“Business Days” means all weekdays, except local bank/government holidays.
“Business Hours” means 8:00 a.m. to 6:00 p.m. on Business Days, with the exception of days prior to local bank/government holidays, which on such days Business Hours will end at approximately 2:00 p.m.
“Cancellation Notice Period” has the meaning set forth in Section 5(c) of these Terms & Conditions and in the Membership Information Sheet.
“Commitment Term” means the time period for the duration of this Agreement set forth on the Membership Information Sheet, or as renewed, amended, or extended in accordance with Section 5(b) of these Terms & Conditions.
“Confidential Information” has the meaning set forth in section 7(h) of these Terms & Conditions.
“Convene,” “we” or “us” means the Convene entity party to this Agreement.
“Convene Parties” has the meaning set forth in Section 7(c) of these Terms & Conditions.
“Credits” means the number of Credits identified in the Membership Information Sheet for print, copy and meetings, and set forth in Section 4(e) of these Terms & Conditions.
“Effective Date” has the meaning set forth in Section 5(a) of these Terms & Conditions.
“Extraordinary Events” has the meaning set forth in Section 9(f) of these Terms & Conditions.
“Exit Form” has the meaning set forth in Section 5(d) of these Terms & Conditions.
“Guest” means an individual who is not listed on the Member List who has been granted daily access to the Main Premises upon the request of a Member.
“Guest Pass(es)” means the temporary right of access for Guests to use the Main Premises during Business Hours.
“Main Premises” means that portion of the Building where the Public Areas, WorkPlace Bookable Meeting Rooms, Meetings and Back of House are located.
“Meetings means the portion of the Building dedicated to Convene’s Meetings business, including but not limited to the Studios, Hubs, Forums and Boardrooms.
“Member” or “Member Company” or “you” or “your” means the company, entity, or individual that enters into this Agreement with Convene, as identified in the Membership Information Sheet and each person included on the Member List. To the extent the Member Company is an individual, the terms of this Agreement applicable to both the Member Company and the Member, shall apply equally to such individual.
“Member and Guest Policies” means all of the provisions contained in Section 6 of these Terms & Conditions.
“Member List” means a list of all your currently active Members that will be granted Membership access to the Membership services as set forth in Section 3(a) of these Terms & Conditions. The Member List may be amended from time to time in accordance with this Agreement, as set forth in Section 3(a) of these Terms & Conditions.
“Membership” means access to the Main Premises and the Services, as described in this Agreement.
“Membership Fee” means the monthly Membership Fee identified in the Membership Information Sheet.
“Membership Information Sheet” means the Membership Information Sheet, attached hereto.
“Primary Member” means the Primary Member contact at the Main Premises for the Member List identified in the Membership Information Sheet, or subsequently designated in accordance with this Agreement.
“Property” means any of your, your Members’, and your Guests’ belongings, but excluding those provided by Convene in accordance with this Agreement.
“Public Areas” means that portion of the Main Premises available for use by all Members and Guests. Public Areas specifically excludes Member WorkSuites, Meetings, WorkPlace Bookable Meeting Rooms and the Back of House. Public Areas include, but are not limited to, Enclaves, Nourish, Respite Room, Lounge and Welcome areas, as designated by Convene.
“Renewal(s)” has the meaning set forth in Section 5(b) of these Terms & Conditions.
“Services” has the meaning set forth in Section 2(a) of these Terms & Conditions.
“Start Date” means the Start Date identified in the Membership Information Sheet.
“Term” has the meaning set forth in Section 5(a) of these Terms & Conditions.
“Termination Notice Period” has the meaning set forth in Section 5(b) of these Terms & Conditions and in the Membership Information Sheet.
“Terms & Conditions” means these Terms & Conditions as set forth in this Agreement.
“WorkPlace” means the WorkPlace Bookable Meeting Room(s) and Public Areas.
“WorkPlace Bookable Meeting Room(s)” means the Huddle Rooms and Conference Rooms in the Main Premises.
2. MEMBERSHIP BENEFITS
a. Services. Subject to the terms and conditions of this Agreement, as a benefit of your Membership, we will use our commercially reasonable efforts to provide to you (and your Members, as applicable) the services described below (the “Services”) during Business Hours:
i. Non-exclusive access to the Public Areas and WorkPlace Bookable Meeting Rooms included in the Main Premises.
ii. Regular maintenance of the Public Areas and WorkPlace Bookable Meeting Rooms in the Main Premises.
iii. Access to Convene’s network of Meetings locations (subject to availability and additional fees, terms and conditions).
iv. Access to and use of the shared Internet connection in accordance with the Wireless Network Terms of Service.
v. Use of printers, copiers and/or scanners made available to Members (subject to the application of Credits, and, if applicable, your payment of additional fees based on your usage).
vi. Usage of the WorkPlace Bookable Meeting Rooms, subject to availability, prior reservation, and the application of Credits, and if applicable, your payment of additional fees based on your usage. Usage of the WorkPlace Bookable Meeting Rooms is measured on an hourly basis.
vii. Heat and air-conditioning in the Public Areas and the WorkPlace Bookable Meeting Rooms of the Main Premises.
viii. Electricity for reasonably acceptable office use.
ix. Use, within the Main Premises, of food and beverage amenities made available therein.
x. Opportunity to participate in Member-only events, beneﬁts and promotions.
b. Certain Services. Use of the WorkPlace Bookable Meeting Rooms and heat and air-conditioning in any portion of the Main Premises may only be available during Business Hours on Business Days.
c. Reserved Rights. We reserve the right to restrict the usage of portions of the Public Areas temporarily for private events or for other uses.
d. Access to WorkPlace Unavailable. If, upon the Start Date, we are unable to provide you with access to the WorkPlace we will bear no liability for any losses or damages arising from or relating to such unavailability. Notwithstanding our inability to provide access to the WorkPlace, this Agreement will remain in full force and effect, provided that: (i) the failure to provide access to the WorkPlace does not last longer than one (1) month immediately following the Start Date; we (ii) do not charge you the
Membership Fee during the period the WorkPlace is not available to you; and (iii) we use commercially reasonable efforts to provide a comparable alternative solution in all material respects during the period that the WorkPlace is unavailable.
If the WorkPlace continues to be unavailable for more than the one (1) month immediately following the Start Date, you may terminate this Agreement upon seven (7) Business Days’ prior written notice to us, provided that such termination does not negate your obligations and liability set forth in this Agreement accruing prior to termination.
Notwithstanding anything in this paragraph to the contrary, we have no obligation to provide access to the WorkPlace to you if the delay in providing access to the WorkPlace is due to your actions or inactions or due to Extraordinary Events, and such delay will not affect the validity of this Agreement or grant you any termination rights regarding the same.
3. YOUR MEMBERS AND GUESTS
Updating the Member List. Only those individuals set forth on your Member List (the form of which is attached hereto as part of the Addendum) will be deemed to be Members and entitled to the beneﬁts described in this Agreement. Memberships are non-transferable unless granted approval by Convene and all authorized parties listed on the Membership Information Sheet. The Member List must be completed and submitted ten (10) business days prior to the Start Date. Following delivery of your Member List, you and/or your Members will be able to begin using, accessing, and/or receiving the Services on and after the Start Date. Your Primary Member, if applicable, may make changes to your Member List by emailing the email address specified for Convene on the Membership Information Sheet. 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. You are solely responsible for ensuring the accuracy of the Member List and must update it promptly for all changes. All Members must be at least eighteen (18) years old.
a. Changes to or Removal of Primary Member or Authorized Signatory. The Primary Member is intended to be Convene’s primary contact regarding matters that involve your Members and the physical Main Premises, however, Convene may also contact the Authorized Signatory regarding the same. 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(s) on the Member List.
The Authorized Signatory has the sole authority on behalf of the Members to make changes to or terminate this Agreement. Unless we receive instructions from the Authorized Signatory, if the individual designated as the Primary Member ceases to provide services to the Members, we will use our reasonable judgment in designating a replacement Primary Member.
b. Guests. The Membership Information Sheet provides a set number of monthly Guest Passes allocated to each Member (“Allocated Guest Passes”) for use, the cost of which are included in the Membership Fee. Upon your use of all Allocated Guest Passes in a given month, additional Guest Passes may be purchased from Convene at the then current Guest Pass rate. Guest Passes are only for a single day of access per individual. No Guests may enter the Main Premises without being accompanied by an active Member, as listed on the Member List, for whom such individual is a Guest. Approval of the issuance of Guest Passes is at our sole discretion, and we may refuse the issuance of or revoke a Guest Pass for any or no reason. Unused guest passes do not roll over on a month-to-month basis.
4. MEMBERSHIP FEES; PAYMENTS
a. Payments Due Upon Signing. In conjunction with the delivery of an executed version of this Agreement, you must also deliver to us, in the amount(s) first month’s Membership Fee(s), as per the your Membership Information Sheet,.
b. Membership Fee. During the Term of this Agreement, your Membership Fee will be due monthly and in advance as of the first (1st) day of each month. All payments, including Membership fees are only accepted via credit card. Upon providing us with 1st month’s Membership Fee via a credit card, you consent to auto charges on the first (1st) day of the month, every month for payment of your Membership Fee. You agree to pay promptly all sales, use, excise, value added, and any other taxes which you are required to pay to any governmental authority (and, upon our request, will provide to us evidence of such payment within two (2) Business Days of our request). All taxes attributable to your Membership are included in your Membership Fee.
On each annual anniversary of the Start Date the Membership Fee will be subject to an automatic three percent (3%) increase of the previous year’s Membership Fee (regardless of whether the anniversary of the Start Date occurs during a Commitment Term). The Membership Fee may also be subject to increase in conjunction with the entry into a Renewal, or new Commitment Term.
c. Invoices; Financial Information. Convene 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 Information Sheet. Change of the Billing Contact will require notice to Convene from the Authorized Signatory, such notice being provided in accordance with the requirements for notice contained within this Agreement.
d. Credits. Each year you will receive credits for the usage of the WorkPlace Bookable Meeting Rooms and Convene Meetings, and each month you will receive a separate credit allowance for the use of the printers and copiers; all amounts are specified on the Membership Information Sheet sections entitled “Convene Credits” and “Print and Copy Credits”, respectively (together, the “Credits”). One Credit for Convene Credits equates to one ($1) dollar towards Convene Meetings and WorkPlace Bookable Meeting Rooms, annually, per a Member during the Term. One Credit for the Print and Copy machines, inclusive of B&W and Color combined, equates to one page printed or copied per a Member per month during the Term. All credits, including those purchased and allocated to each Member as designated on the Membership Information Sheet expire at the end of each calendar year and calendar month, respectively, and may not be rolled over from time to time. If the use of these resources by you or your Members exceeds your allocated allotment of Credits, you will be responsible for additional charges for your excess use at the current overage fee rate. All overage fees are subject to increases from time to time.
e. Late Fees. If payment for the Membership Fee(s) or any other accrued and outstanding fee(s) is not made by the tenth (10th) of the month in which such payment(s) is due, you will be responsible for paying the then-current late fee.
f. Form of Payment. Payment of amounts due under this Agreement may only be made in the manner we specified as acceptable forms of payment to you during the membership sign up process, or that we subsequently post to our website, or otherwise provide to you in writing during the Term. You are required to inform us promptly of any changes to your payment information. Upon providing us with your payment information, you are authorizing us to charge your payment method on a recurring monthly basis.
g. Outstanding Fees. Any fees not paid when due will be charged in arrears on a monthly basis. When we receive funds from you, we will apply funds to the oldest balance first (including any interest due thereon), until all overdue amounts are paid in full. 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 of such outstanding payments, we may, in our sole discretion, withhold the Services or terminate this Agreement in accordance with Section 5(e).
h. No Refunds. Except as provided in Sections 5(c) of this Agreement, we shall not refund any fees or other amounts paid by you or your Members in connection with the Services.
5. TERM AND TERMINATION
a. Term. Upon execution by all parties hereto, this Agreement will be effective upon the date of the last signature hereto (“Effective Date”); provided that we have no obligation to provide you with the Services until the later of (i) the date on which we have received the payment of your first month’s Membership Fee(s) or (ii) the Start Date. If the Start Date is a Business Day, you will be entitled to access the WorkPlace no earlier than 11:00 a.m. on the Start Date. If the Start Date is not a Business Day, you will be entitled to access the WorkPlace no earlier than 11:00 a.m. on the ﬁrst Business Day after the Start Date. The Commitment Term and all subsequent Renewals shall constitute the “Term.” This Agreement will continue until the expiration of the then effective Commitment Term or Renewal, or until earlier terminated in accordance with the terms hereof.
b. Commitment Term; Renewals. The initial Commitment Term will commence on the Start Date and expire at the expiration of the period specified in the Section entitled “Commitment Term” in the Membership Information Sheet. This Agreement will automatically renew at the current market rate and a similar term unless Convene is informed by the Primary Member by submitting the Convene Exit Form (“Exit Form”) in the Termination Notice Period (“Termination Notice Period”), as defined in the Membership Information Sheet.
c. Cancellation Prior to the Start Date by You. You may cancel this Agreement prior to the Start Date upon delivery of notice to us within the Cancellation Notice Period (“Cancellation Notice Period”), defined on the Membership Information Sheet. If you terminate within the Cancellation Notice Period, you shall be entitled to a refund of your first month’s Membership Fee(s); If you terminate outside of the Cancellation Notice Period, you will not receive any refund of your first month’s Membership Fee.
d. Termination by You. Other than as set forth in Sections 2(d), you may only terminate this Agreement by delivering to us the Convene Exit Form within the Termination Notice Period. No request for termination shall be effective using any
communication other than the Exit Form. The Exit Form will be provided promptly upon your request during Business Hours. The Exit Form must be completely filled out and signed by the Authorized Signatory. The Exit Form must be submitted to the Convene general manager or Convene community manager for the applicable Convene Building, as stated on the Membership Information Sheet. You will not be entitled to proration with respect to the Membership Fee(s). For instance, if you stop accessing our WorkPlace before the last Business Day of April, you will still owe us the full Membership Fee for the full month of April. On the last Business Day of the Termination Notice Period, we will revoke access to the WorkPlace no later than 4:00 p.m.
In the event this Agreement is terminated by you outside of the Termination Notice Period and within the Commitment Term, in addition to any past due amounts or other of your obligations arising under this Agreement, 100% of the Membership Fee for the remainder of the Commitment Term shall be due and payable per the terms agreed upon within this Agreement.
e. Termination or Suspension by Us. We may withhold the Services or immediately terminate this Agreement: (i) upon a breach of this Agreement by you or any Member; (ii) upon termination, expiration or material loss of our rights in the Main Premises; (iii) if any outstanding fees are still due after we provide notice to you of no less than five (5) Business Days; (iv) if you or any of your Members fail to comply with the terms and conditions of our Wireless Network Terms of Service, or any other policies or instructions provided by us or applicable to you; or (v) at any other time by us upon no less than five (5) Business Days’ advance written notice. You will remain liable for past due amounts and for any breaches of this Agreement, and we may exercise our rights to collect due payment, despite termination or expiration of this Agreement.
In the event this Agreement is terminated by us pursuant to subsection (i), (ii), (iii), (iv) or (v) above, in addition to any past due amounts or amounts due arising from a breach of this Agreement or other of your obligations arising under this Agreement, 100% of the Membership Fee for the remainder of the Commitment Term shall be immediately due and payable.
A Member will no longer be allowed to access the Services and is no longer authorized to access the Main Premises upon the earlier of (x) the termination or expiration of this Agreement; (y) your removal of such Member from the Member List or (z) our notice to you that such Member materially or repeatedly violated this Agreement.
f. Removal and Return 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 Main Premises. After providing you with five (5) Business Days advance notice, we will be entitled to dispose of any Property remaining in or on the Main Premises after the termination or expiration of this Agreement and we 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 relating to such removal.
g. No Squatting. If you continue to use and or occupy the WorkPlace following the expiration or termination of this Agreement, you shall pay us an amount as stated on the Membership Information Sheet. Your payment of such amounts shall not be construed to extend the Term or prevent us from removing you from the WorkPlace by appropriate legal action or otherwise.
6. MEMBER & GUEST POLICIES
In addition to any rules, policies and/or procedures that are specific to the Main Premises used by you and provided to you in writing by our landlord or by us:
a. You acknowledge and agree that:
i. keys, key cards and other such items provided to you for accessing the Convene Building and the Main Premises are exclusively owned by us. You will not make copies of them or let individuals other than your Members use them without our prior written consent. You are liable for the costs of replacing any such items which are lost or damaged;
ii. you shall promptly notify us of any change to your contact and payment information;
iii. we will provide notice to you of any changes to the Services, fees, or other updates by emailing the Primary Contact. It is your responsibility to read such emails and to ensure all your Members, if applicable, are aware of any changes, even if we notify such Members directly;
iv. all Members must be at least 18 years of age;
v. all Members will adhere to Convene’s Dress Code policy as defined in your Welcome Pack;
vi. all Members agree to adhere to the “clean desk” policy as defined in your Welcome Pack;
vii. you shall be solely and fully responsible for ensuring that no alcohol is consumed by you or any of your Members or guests who are younger than the legal age for consuming alcohol in the applicable jurisdiction;
viii. the Public Areas are to be enjoyed by all of our Members and Guests unless you are otherwise instructed by us, and are for temporary use and not as a place for continuous, everyday work;
ix. the Public Areas may be modified, and access to the area may be restricted, for private events by us from time to time;
x. you will provide us with reasonable notice and complete all paperwork required by us prior to hosting any event in the Building, and all events shall be subject to our other reasonable requirements;
xi. you will be responsible for any damage to the Public Areas or any other portion of the Main Premises or the Building (including any Property therein) due to the actions or inactions of you, your Members, or your Guests, but excluding normal wear and tear;
xii. you may not make any structural or nonstructural alterations or installations of wall attachments, furniture or antennae in the Building or Main Premises without prior approval by us. In the event that any alterations or installations are made, you shall be responsible for the full cost and expense of the alteration or installation and, prior to the termination of this Agreement, the removal of such items and the restoration necessitated by any such alterations. In no event are you permitted to perform any of these actions. Only a member of our facilities staff is entitled to perform an alteration, installation, removal or restoration. Requests for alterations, installations, or repairs should be directed to the Convene general manager;
xiii. all Member and guest computers, tablets, mobile devices and other electronic equipment must be (i) kept up-to-date with the latest software updates provided by their applicable software vendors and (ii) kept clean of any malware, viruses, spyware, worms, Trojans, or anything that is designed to perform malicious, hostile and/or intrusive operations. We reserve the right to remove any device from our networks that pose a threat to our networks or users until the threat is remediated;
xiv. unless otherwise specified in this Agreement, no right to parking, a parking lot, or parking spaces has been provided to you, your Members, employees, agents, Guests or invitees;
xv. carts, dollies and other freight items which may be made available for use by you and your Members may not be used in the passenger elevator except with our prior permission;
xvi. lockers provided by Convene shall be used for daily storage, not overnight, and shall not contain perishable food. All items left behind on Friday after 5PM will be discarded. Convene is not responsible for items stored in the lockers;
xvii. Memberships are not for resale; and
b. No Member or Guest will:
i. perform any activity or cause or permit anything that is reasonably likely to be disruptive or dangerous to us or any other Members or guests, including without limitation to the Public Areas, the Main Premises or the Building;
ii. use the Services, the Building, the Main Premises or the Public Areas to conduct or pursue any illegal or offensive activities or comport themselves to the community in a similar manner;
iii. misrepresent himself or herself to the Convene community;
iv. take, copy or use any physical property, information or intellectual property belonging to other Members or guests, including without limitation any confidential or proprietary information, personal names, likenesses, voices, business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property, or modified or altered versions of the same;
v. take, copy or use for any purpose the name “Convene” or any of our other business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property or modified or altered versions of the same, or take, copy or use for any purpose any pictures or illustrations of any portion of the Main Premises, without our prior consent;
vi. install any locks to access the Public Areas, Main Premises or anywhere else within the Building, unless authorized by us in writing and in advance;
vii. engage in any sexual acts or sexually offensive conduct in the Public Area, Main Premises or anywhere in the Building;
viii. allow any person to enter the building without registering such persons as Guest(s) and performing any additional required steps according to our policies;
ix. bring any weapons of any kind, or any other offensive, dangerous, flammable or explosive, hazardous or inherently dangerous materials into the Public Area, Main Premises or anywhere in the Building;
x. bring or allow to enter the Building pets or animals of any kind, except service animals, where permitted by applicable law and the landlord of the Building; or
xi. bring illegal drugs into the Public Area, Main Premises or anywhere in the Building.
You are responsible for informing your Members and Guests of the Member & Guest Policies contained in this Section 6 and informing your Members of other obligations within this Agreement applicable to Members, and ensuring their compliance with the same.
7. ADDITIONAL AGREEMENTS
a. Information Technology. In order to utilize all the functionalities offered to Members, it may be necessary to install software onto a Member’s computer, tablet, laptop, mobile device or other similar equipment. At your or your Member’s request, we may assist in troubleshooting problems a Member may have with respect to printing, accessing the network connection or other issues. Such assistance is offered without warranty of any kind, and we will not be responsible for any damage to your equipment or loss of data resulting from troubleshooting assistance.
Convene provides Members with access to a shared Internet via a wired or wireless network connection. Members wishing to establish a private wired network (including a firewall device) for exclusive use and right of access must get prior approval for the same from Convene IT, and additional fees may apply for the establishment of a private network. Members are solely responsible for the removal of the private network at the termination or expiration of this Agreement, or sooner as may be determined by you or us. Members are responsible for any costs incurred in connection with the installation or removal of a private network which are not otherwise paid by you. You shall also be solely responsible for any monthly fees incurred relating to your private, secured wired network.
b. Disclaimer. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT, WE ARE PROVIDING ACCESS TO THE WORKPLACE, THE SERVICES, THE MAIN PREMISES AND THE BUILDING TO YOU “AS IS”, AND WE DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WORKPLACE, THE SERVICES, THE MAIN PREMISES OR THE BUILDING, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE WORKPLACE, THE SERVICES, THE MAIN PREMISES OR THE BUILDING WILL MEET YOUR REQUIREMENTS, THAT THEY MEET APPLICABLE LEGAL STANDARDS OR THAT THEY ARE SAFE AND SUITABLE FOR YOUR INTENDED USE.
c. 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, our landlords, our affiliates, parents, and successors and each of our and their employees, assignees, officers, agents and directors (collectively, the “Convene Parties”) resulting from injury or damage to, or destruction, theft, or loss of, any property, person or pet, arising from or relating to your, your Members, employees, agents, Guests and invitees use of the Public Areas, the Main Premises or the Building.
d. Limitation of Liability. To the extent permitted by law, the aggregate monetary liability of all of the Convene Parties to all 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 Convene Parties will be liable under any cause of action, for any indirect, special, incidental, consequential, 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 Convene Parties, whether in contract, tort, or otherwise, unless the action, suit, or proceeding is commenced within one (1) year of the occurrence giving rise to the cause of action. Notwithstanding anything contained in this Agreement to the contrary, you acknowledge and agree that you shall not commence any action or proceeding against any of the Convene Parties other than the Convene Party you are directly contracting with hereunder and the assets of such person for any amounts due or for the performance of any obligations in connection with this Agreement.
e. Indemnification. You will indemnify the Convene Parties from and against any and all claims, including third party 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 any of your or their actions or omissions. You are responsible for the actions of and all damages caused by all persons that you, your
Members or your or their Guests invite to enter any portion of the Building. You acknowledge and agree that you bear the risk of loss, damage, theft or misappropriation of all of your, your Members’, Guests’, invitees’ and employees’ property in the Main Premises and Building. You will indemnify and hold harmless the Convene Parties for any claims, losses, and damages arising from or relating to your use of the Main Premises or Building. You shall not make any settlement that requires an act or admission by us or imposes any obligation upon any of the Convene Parties without our written consent. No Convene Party shall be liable for any settlements made without its prior written consent.
Convene will indemnify you from and against any and all claims, including third party claims, liabilities, and expenses, including reasonable attorney’s fees, resulting from Convene’s gross negligence or intentional misconduct in the performance of its obligations under this Agreement; provided that Convene’s indemnity obligations shall be subject to the limitations on liability contained in Section 7(d).
f. Insurance. You are responsible for maintaining, at your own expense and at all times during the Term and for a period of one (1) year 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, in form and amount appropriate to your business. You will ensure that Convene and the landlord of the applicable Building 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 Convene and the landlord of the applicable Building. You shall provide proof of insurance to us ten (10) Business Days prior to the Start Date, unless otherwise agreed to in writing by Convene.
g. Other Members. We do not control and are not responsible for the actions of other Members, or any other third parties. If a dispute arises between Members or their invitees or Guests, we shall have no responsibility or obligation to participate, mediate or indemnify any party.
h. Confidentiality; Non-disparagement. During the term of this Agreement, you or your Members may have access to or gain knowledge of certain proprietary, sensitive, confidential or other information not generally known to the public of Convene or other members (“Confidential Information”). You and your Members agree, both during and after the Term of this Agreement, not to make use of the Confidential Information in any way except as may be expressly authorized by the owner of such Confidential Information, and to hold in strict confidence and to take all reasonable precautions to prevent the disclosure of the Confidential Information to third parties, and otherwise maintain the confidentiality of the Confidential Information. You acknowledge that any disclosure or unauthorized use of Confidential Information by you or your Members will constitute a material breach of this Agreement and cause substantial harm to the injured party for which damages would not be a fully adequate remedy. In the event of any such breach, we shall have, in addition to other available remedies, the right to injunctive relief (without being required to post any bond or security).
We reserve the right at any time to disclose any information about you or your Members we deem necessary to satisfy any applicable law, regulation, legal process or governmental request. You shall not, during and after the Term, make any statements or comments of a defamatory or disparaging nature to any third party regarding Convene, or any of our officers, directors, employees, personnel, agents, policies, services or products, except as required to comply with applicable law.
i. Credit Check Authorization. You hereby authorize Convene to request and obtain information regarding you from credit reporting sources, consumer reporting agencies, private credit reporting associations, or other third parties regarding your creditworthiness and credit history. You also authorize us to periodically obtain and use your credit report and other credit information provided by a credit-reporting agency, private credit reporting association, or third parties, during the Term of this Agreement.
8. DISPUTE RESOLUTION
a. Governing Law. The terms of this Agreement and the transactions contemplated hereby shall be governed by and in accordance with the law of the State of New York, U.S.A. and the United States, without regard to the conflicts or choice of laws provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods or New York’s or any other implementation of the Uniform Computer Information Transactions Act.
b. Exclusive Venue. Except that either party may seek equitable or similar relief from any court of competent jurisdiction (and without the need for that party to post any security or bond in seeking such equitable or similar relief), any dispute, controversy or claim arising out of or in relation to this Agreement, or at law, or the breach, termination or invalidity of this Agreement, that cannot be settled amicably by agreement of the parties to this Agreement shall be finally settled 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 the Borough
of Manhattan, New York, New York, U.S.A. The parties hereby waive their right to trial by jury to the fullest extent permitted by law.
c. Proceedings; Judgment. The proceedings shall be confidential and in English. The award rendered shall be final and binding on both parties and non-appealable. 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.
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 WorkPlace remains our property and in our possession and control. We are giving you the right to share with us the use of the WorkPlace so that we can provide the Services to you. This Agreement is a contractual arrangement that creates a revocable license for the use of the WorkPlace. 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 Main Premises or the Building or anything contained in or on the Main Premises or the Building. 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 the relationship established by this Agreement. In no case and in no circumstance shall any Member attempt to take up temporary or permanent residence in the Main Premises or the Public Areas or reside overnight in the Main Premises or the Public Areas.
b. Updates to the Agreement. Changes to Membership Fees, will be governed by Section 4(b) 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 we have provided notice of the update(s) to the Primary Contact. Continued use of the WorkPlace and 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 Building and to any supplemental documentation and to any other agreements to which our lease with such landlord is subject to or subordinate. However, the foregoing does not imply nor establish any sublease or other similar interest in real property.
e. Recordation. Neither party shall have the right to record this Agreement, the License granted hereby, or any memorandum thereof.
f. Extraordinary Events. Convene 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 as a result of any causes or conditions that are beyond Convene’s reasonable control (“Extraordinary Events”), including without limitation (i) any delays or changes in construction of, or Convene’s ability to procure, any space in the Building, and (ii) any delays or failure to perform caused by conditions under the control of our landlord of the Building.
g. 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.
h. Survival. Sections 1, 2(d), 4 (to the extent any payments remain outstanding), 5(c), 5(d), 5(e), 5(f), 5(g), 6(a)(xiv), (6)(b), 7, 8, and 9 and all other provisions of this Agreement reasonably expected to survive the termination or expiration of this Agreement will do so.
i. 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 Membership Information Sheet, except as otherwise provided in this Agreement. Convene may send notices to either (or both) the Primary Member or the Authorized Signatory, as Convene determines in its reasonable discretion. Notices related to issues with the Public Areas, the Main Premises, the Building, other Members should be sent by the Primary Member to Convene. Notices related to this Agreement or the business relationship between you and Convene 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.
j. 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. References to any times of day in this Agreement refer to the time of day in the WorkPlace’s time zone.
k. No Assignment; No Sublicense. 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, sublicense or otherwise assign or convey 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.
l. OFAC. You hereby represent and warrant that (i) neither you, nor anyone who directly or indirectly owns a 50% or greater economic or voting interest in 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 or is an entity domiciled under regions sanctioned by the U.S. Department of Treasury, (ii) neither you nor any of your Members are or will be, at any time during the Term, a government official, including without limitation an official or employee of any government, an official of a political party, or a candidate for political office, or a director, officer, employee, or “affiliate” (as defined in regulations under the U.S. Securities Exchange Act of 1934) of a government instrumentality and (iii) 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 Convene in connection with this Agreement, that violates applicable U.S. economic sanctions laws or causes Convene to be in violation of such U.S. economic sanctions laws.
m. Anti-Money Laundering. You hereby represent and warrant that at all times you and your Members have conducted and will conduct your operations ethically and in accordance with all laws, including but not limited to laws that prohibit commercial bribery and money laundering (the “Anti-Money Laundering Laws”), and that all funds which you will use to comply with your payments obligations under this Agreement will derived from legal sources, pursuant to the provisions of Anti-Money Laundering Laws. You will provide us with all information and documents that we from time to time may request in order to comply with all Anti-Money Laundering Laws.
n. Anti-Corruption Laws. Neither you nor any of your Members, your directors, officers, employees, agents, subcontractors, representatives or anyone acting on your behalf, (i) has, directly or indirectly, offered, paid, given, promised, or authorized the payment of any money, gift or anything of value to: (A) any Government Official or any commercial party, (B) any person while knowing or having reason to know that all or a portion of such money, gift or thing of value will be offered, paid or given, directly or indirectly, to any Government Official or any commercial party, or (C) any employee or representative of Convene for the purpose of (1) influencing an act or decision of the Government Official or commercial party in his or her official capacity, (2) inducing the Government Official or commercial party to do or omit to do any act in violation of the lawful duty of such official, (3) securing an improper advantage or (4) securing the execution of this Agreement, (ii) will authorize or make any payments or gifts or any offers or promises of payments or gifts of any kind, directly or indirectly, in connection with this Agreement, the Services or the WorkPlace. For purposes of this subsection (n), “Government Official” means any officer, employee or person acting in an official capacity for any government agency or instrumentality, including state-owned or controlled companies, and public international organizations, as well as a political party or official thereof or candidate for political office.
o. Brokers. You hereby represent and warrant that you have not used a broker or realtor in connection with the Membership covered by this Agreement. Convene will not be held responsible for payment of any brokerage commissions relating to the Membership covered by this Agreement. You hereby indemnify and hold us harmless against any claims arising from the breach of any warranty or representation of this paragraph.
p. No Construction Against Drafter. No provision of this Agreement or any related document will be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured or drafted such provision.
q. Entire Agreement. This Agreement 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. In the event of any conflict between the Terms and Conditions and the Membership Information Sheet, the Membership Information Sheet shall prevail.