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Legal Agreement: Terms of Service

PARK MEMBER AGREEMENT

TERMS AND CONDITIONS

 

            This is a legally binding Member Agreement (this “Agreement”) between PARK, Inc., referred to in this Agreement as “PARK,” “we” or “us,” and the entity or individual named as the Member on the signature page below and referred to in this Agreement as “the Member,” “your” or “you.”  “PARK,” “we” or “us” as used in this Agreement also includes any subsidiaries and other entities affiliated through any direct or indirect ownership with PARK, Inc.

TERMS AND CONDITIONS

PARK operates urban campuses for coalescing and supporting communities of companies and entrepreneurs (the campuses and other PARK facilities together are referred to as the “PARK Community” and a physical location of a campus in the PARK Community is referred to as a “Campus”).  PARK also provides Members access to its web-based PARK Community Portal (the “Portal”).  The Terms and Conditions of this Member Agreement have been developed by PARK to help facilitate the PARK Community and its Members to operate in a dynamic, professional and safe environment in the PARK Community and to have access to the Portal. 

By executing this Agreement prior to being provided access to the PARK Community, you have agreed to become a Member of the PARK Community with a license to access and use certain facilities and services of a Campus and the PARK Community on the terms and conditions of this Agreement.  These Terms and Conditions give PARK flexibility to operate and manage the Campus and the Portal to meet our objectives and to protect us from liabilities that could jeopardize our ability to do this.  By executing this Agreement, you understand and agree to comply with this Agreement, and you acknowledge that this Agreement is legally binding on you and PARK.  

By executing this Agreement, you acknowledge that you are authorized to do so and have the capacity and ability to comply with your obligations under this Agreement.

You are responsible for reviewing this Agreement on the Portal on a regular basis and remaining informed about any changes to it.  By accessing or utilizing the Portal, holding a membership in the PARK Community, or continuing to use a Campus, you consent to all updates and modifications to this Agreement, including all increases to Fees (as defined below).

  1. PARK Membership Terms.
    1. PARK offers the following “Membership Types.”
      1. Seat Memberships are available to individuals only. Each Seat Membership provides you with non-exclusive use of a work space on an “as-available” basis in the open work area we designate for Seat Members, as well as wireless Internet connection and other facilities and services provided to Seat Members as provided in this Agreement.  Seat Memberships are provided on a month-to-month basis.
      2. Desk Memberships are available to individuals only. Each Desk Membership provides you with use of a designated work space in a Campus, as well as wireless Internet connection and other facilities and services provided to Desk Members as provided in this Agreement.  Desk Memberships are provided on a month-to-month basis.  If you would like to change the location of your Desk(s) within the Campus, we will try to accommodate reasonable requests, subject to availability.  We have the right to change your Desk(s) location within the Campus at our discretion.
      3. Suite Memberships are available to entities only. Each Suite Membership allows your use of a designated Suite in the Campus, as well as wireless Internet connection and other facilities and services provided to Suite Members as provided in this Agreement and a PARK Suite Addendum separately executed by PARK and Member (“Suite Addendum”).

All Membership Types include utilities, access to the Portal, client and guest reception during a Campus’ regular business hours (generally, 9:00am to 5:00pm, Monday through Friday, excluding holidays), access to and use of common spaces and amenities (subject to any applicable additional fees and usage policies), office cleaning services, trash removal and other building services that PARK may provide to Members from time to time.

  1. Membership Fees and Optional Services.
    1. As used in this Agreement, “Desk Fee” means the fee for your Seat Membership or Desk Membership, as applicable, as modified from time to time in the sole discretion of PARK.
    2. If you, as a Member, have signed a Suite Addendum, , “Suite Fee” means the fee for your Suite Membership set forth in such Suite Addendum as modified from time to time in the sole discretion of PARK.
    3. The PARK Community offers certain optional services (e.g. lockers, parking, etc.), on an “a la carte” basis for an additional monthly fee (“Optional Services”). Optional Services are provided on a month-to-month basis, subject to availability and modification from time to time in the sole discretion of PARK.  You must sign up for each Optional Service you want.  If an Optional Service is not available, we will let you know.  You can cancel any Optional Service by giving us written notice at least thirty (30) days before the last day of the month in which you want that Optional Service to end. 
  2. Payment and Modification of Fees.  

 

  1. As used in this Agreement (including the Suite Addendum), “Fees” means, collectively, your Desk Fee or Suite Fee, as applicable, plus your fees for Optional Services.

 

  1. All Fees and other amounts due under this Agreement are due and payable monthly, in advance, on or before the first business day of the month. All Fees and other amounts must be paid in full in U.S. dollars.  All payments must be made by a credit card on file that you have authorized us to charge in advance of the first business day of the month or by ACH transfer if such amounts are greater than one thousand five hundred dollars ($1,500), unless PARK agrees to another method of payment. If we try to process any payment by credit card or ACH transfer that you have previously authorized and the charge is declined, PARK may terminate this Agreement, in its sole discretion subject to any applicable cure periods contained herein.  If the Fee is received later than three days after the date when due, the parties agree that a late charge in the amount of five percent (5%) compounding monthly of the outstanding sums shall also be due and payable to PARK.  You are also responsible for paying all reasonable expenses (including attorneys’ fees) incurred by PARK in collecting delinquent amounts.  Any failure to pay any Fees shall constitute a Default in accordance with Section I.

 

  1. PARK may increase or decrease the monthly Desk Fee, Suite Fee and fees for Optional Services at any time and from time to time at its sole discretion. Any change in Desk Fees and fees for Optional Services shall become effective at the beginning of the second full calendar month after the month in which PARK gives notice of a change.  Any change in Suite Fees shall become effective at the beginning of the third full calendar month after the month in which PARK gives notice of a change.  By way of example, if PARK gives notice of an increase in (i) your Desk Fee or fees for Optional Services on January 25th, the increase will become effective on March 1 or (ii) your Suite Fee on April 3rd, the increase will become effective on July 1.  You may decline any increase to any Fee by terminating this Agreement in accordance with Section 4.a. or Section 4.b., as applicable, as your sole right and remedy.  You are responsible for all Fees due through the termination date of this Agreement.

 

  1. Termination.  
    1. If you have a Seat Membership or a Desk Membership, either you or PARK may terminate this Agreement by giving at least thirty (30) days written notice (including by email) of termination. Such termination will be effective at the end of the next full calendar month after the notice was received by PARK. Any requests to downgrade from a Desk to a Seat Membership require thirty (30) days advance written notice and will be considered by PARK on a case-by-case basis.
    2. If you, as a Member, have signed a Suite Addendum, either you or PARK may terminate the Suite Addendum and this Agreement by giving at least sixty (60) days written notice (including by email) of termination after the initial twelve month (12) term. Said term begins on April 1st 2019 or upon substantial completion of construction of Campus whichever is sooner, to the subjective discretion of PARK and shall terminate automatically after initial term.  Any requests to downgrade from a Suite to a Desk or a Seat Membership require sixty (60) days advance written notice and will be considered by PARK on a case-by-case basis.
    3. In addition to its rights under Section 4.a. and Section 4.b., PARK may terminate this Agreement for a Default as defined in Section I or at any time upon thirty (30) days’ prior written notice to you for any or no reason for “convenience.” If we terminate this Agreement for our convenience, we will refund the pro rated amount of any Fees you have paid for membership, Suite, Optional Services and any other services beyond the date of termination.
    4. Your rights to membership and use of the Campus and the Portal, and your other rights under this Agreement, will terminate automatically upon termination of this Agreement and you will cease all use of the PARK Community and the Portal. Upon the termination of this Agreement, you will vacate the Campus and remove all of your property, you will return all PARK property, you shall cease all use of the services and software provided by PARK or its licensors, and destroy all copies, full or partial, of such software.
  2. Use of Campus. As a Member, the following terms and conditions apply to you, any of your actual or potential employees or independent contractors and any other visitors (such persons are collectively referred to as “Visitors”)while at the Campus, using the Portal or using other PARK facilities or services. You are responsible for assuring compliance with these Terms of Use by each of your Visitors.
    1. Your PARK Community and Campus may only be used for purposes related to your business.
    2. All of the business activities you conduct must comply with all applicable laws, rules and regulations. You are responsible for knowing what laws, rules and regulations apply to you and your business. 
    3. You may not conduct or engage in any criminal or other illegal activities of any kind. You are hereby notified that PARK may have security cameras inside and outside of the Campus.
    4. You and your visitors shall conduct yourselves in accordance with any Rules of Conduct issued or posted on the Portal by PARK from time to time in addition to these Terms and Conditions. At the sole discretion of PARK, your membership may be terminated for behavior that violates any such policies.
    5. You understand that the PARK Community is shared with PARK and other people and businesses. You may not conduct any activities, make noise or play music that might interfere or disturb the use of the Campus by PARK or any other Members and occupants of the Campus. PARK is not responsible for the acts, or failures to act, noise or other behavior of any other Member or third party that may interfere with your use and enjoyment of the Campus.
    6. You are entitled to have Visitors on an occasional basis during regular business hours. However, you must limit repeat or regular Visitors to only those persons who need to meet with you in person for your business purposes and the same Visitor can only access the Campus up to two (2) times maximum per week unless approved by PARK.  PARK has the right to require a guest fee or deny access to persons who PARK believes are regularly working out of the Campus.  PARK also has the right to require any repeat or regular Visitors to be subject to its membership process and pay applicable fees if admitted as a Member.
    7. Members must be on Campus for a Visitor to have access to the Campus, and the Visitor must be escorted by the Member at all times.
    8. Neither you nor any of your Visitors may, and may not ask, invite, allow or encourage any person or business to conduct any sales, marketing or other solicitation on the Campus directed toward PARK or Members outside of the normal course of business you conduct at the Campus on a day-to-day basis. If PARK deems that you are soliciting outside of the normal course of business you conduct, PARK may immediately deny approval in its sole discretion and on a case-by-case basis.
    9. You may not publish, post or otherwise make available in the public domain names of Members, employees of Members, or names of employees or other persons associated with PARK in a manner that may attract uninvited visitors or solicitations or for other commercial purposes.
    10. You may not schedule events, parties, seminars or other activities at the Campus that would require use of any of the Campus (other than your Suite if you are a Suite Member) without the prior written consent of PARK, which may be withheld in PARK’s sole discretion. Any group of five (5) or more Visitors is considered to be an event that requires notification and may be subject to an event fee in PARK’s sole discretion depending on the event specifics.
    11. PARK provides mail and other delivery receipt services on your behalf. We will notify you through our notification system or in person when deliveries are made.  However, PARK does not have any liability for misplaced or undelivered packages or mail.  You are responsible to collect your mail in a timely manner.  PARK reserves the right to send mail back to sender.
    12. Live stream broadcast devices of any kind must be approved by PARK in writing prior to use.  Written request to livestream any event originating or held at the PARK location must be received by PARK at least 2 days prior to the event. Approval is in our sole discretion. If approved, we reserve the right to monitor use and utilization, and terminate network access at anytime.
    13. PARK is not responsible for any texting charges you may incur when we notify you that a Visitor has arrived or any other notification.
    14. PARK has the right, power, and authority to manage and control access to all common areas, and to implement, change, or modify all policies, rules and regulations that it may, in its sole discretion, deem necessary or appropriate for use of the common areas. You agree to abide by and conform with all policies and rules and regulations pertaining to common area usage. 
      1. Bicycles may be parked only in designated areas and at your own risk. By signing this Agreement, you assume sole risk, with no risk to PARK, for overnight storage of bicycles.  PARK is not responsible for any theft of or damage to your bicycle.
      2. You cannot use common areas except for designated storage areas, if any, for any type of storage.
    15. PARK has the right at any to time to (i) change or modify the area, location, and arrangement of the common areas and other portions of the Facilities at a Campus and (ii) temporarily close all or any portion of the common areas or other portions of such Facilities.
    16. Dogs.You may only bring a dog into Campus if PARK has given written permission for such dog, and PARK may require you to produce proof of vaccination for such dog in a form satisfactory to us. You must accompany your dog at all times, unless it is in an enclosed space that you have reserved. You will be responsible for any injury or damage caused by any dog you or any of your employees, invitees or guests bring into the Campus. PARK will not be responsible for any injury to any dogs. PARK reserve the right to restrict any Member’s or other individual’s right to bring a dog into the Campus at any time in our sole discretion.
    17. PARK Property. You have the right to use designated office equipment, technology-related equipment, and furniture as provided by PARK pursuant to this Agreement.  You are also entitled to reasonable, nonexclusive use of any kitchen/pantry or coffee area, exercise areas and equipment, restrooms and shower facilities, if any, located in the Campus. 
    18. Confidential Information. You acknowledge that Seats, Desks and other work spaces in the PARK Community are open areas and not secured. You are responsible for taking all necessary precautions to protect any information that is confidential, proprietary or private to you. You also agree that you shall not review, take, delete, accept, transmit, publish or otherwise use in any way any information or other property of PARK or any other Member without prior written consent of the owner of the property. This includes, but is not limited to, business and financial plans, data and information, inventions, trade secrets and other intellectual property, electronic and other equipment and tangible property, and any other information that a reasonable person would consider to be confidential. You hereby agree and consent to not disclose information that you obtain that was intended to remain confidential.
    19. Services Not Included.  All secretarial/clerical support, postage, messenger, overnight mail, and courier services shall be arranged for and paid directly by each Member. Optional Services may be available, such as conference, meeting, collaboration and presentation facilities, printing/scanning/copying services, meeting/conference room usage, and computer technical support.  Members should send an email to info@parkcowork.com for additional information on optional services available from the PARK Community.
    20. Hazardous Materials Prohibited. You may not bring or allow any materials or substances that may be hazardous to people, animals or the environment.  If you become aware of any hazardous materials or substances, please let us know immediately.
    21. Alcohol Consumption. PARK does not hold a liquor license at the Campus, and you are responsible for checking with your Campus to make sure you are aware of the regulations that apply in order for those liquor licenses to not be violated. These rules apply to the Campus:
      1. No outside alcohol may be brought onto the Campus.
      2. Only alcohol provided from PARK may be consumed at a Campus.
      3. You cannot leave the Campus with any alcohol that is procured at the Campus.
      4. You cannot provide alcohol to minors.
      5. Overconsumption of alcohol is not be permitted. PARK personnel may refuse to serve alcohol or remove alcohol from your possession if any PARK personnel reasonably believe that you are intoxicated or that your behavior toward other people is rude, unwanted, threatening or dangerous.  If you are asked to leave the Campus, you must leave immediately.
    22. No Smoking. No smoking of any kind (including vaping, e-cigarettes, or any other form of smoking) is permitted in the PARK Community.  Any smoking outside of the building must be in compliance with local law.  No smoking within 30 feet of the building outside.  Under no circumstance is smoking permitted on the rooftop deck.  
    23. Work Space. Your work surface and the surrounding floor area shall be kept clutter free and nothing in your work space shall impede other members from accessing Desks, Seats, or common areas.  Before you leave for the day, or at an earlier time in the day if requested by PARK, you must remove everything from the top of your work surface, including computers and other electronic devices, electrical cords, paper and other supplies and any other property.
    24. Return of PARK Property. When this Agreement terminates or expires, you will no longer have any right to use or access any equipment, furniture, communications devices and systems (including the Portal) or other property, facilities, or services provided by PARK under this Agreement.
    25. PARK Intellectual Property. You may not display or use PARK’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of PARK (“PARK Marks”) without PARK’s prior written consent and in accordance with PARK’s specifications.  PARK may withhold this consent in PARK’s sole discretion.  Any allowed use of the PARK Marks immediately terminates upon the termination of this Agreement.  You must promptly remove PARK Marks from your websites, business cards, and other collateral upon termination.
    26. Intellectual Property of Others.You must not directly or indirectly take, copy or use any information or intellectual property belonging to other members or member companies or any of their guests, including without limitation 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.
  3. Use Of Portal. The following terms and conditions apply to your use of the Portal. In addition, you must comply with, and are subject to, all additional terms of use and privacy policy posted on the Portal as a condition to using the Portal.
    1. Services available to you under this Agreement may include materials from third parties or links to certain third party web sites. You acknowledge and agree that PARK is not responsible for examining or evaluating the content or accuracy of any such third-party material or web sites.  PARK does not warrant or endorse and does not assume and will not have any liability or responsibility for any third-party materials, web sites, or for any other materials, products, or services of third parties.  Links to other websites are provided solely as a convenience to you. 
    2. You will not use any third-party materials in a manner that would infringe or violate the rights of any other person, and PARK is not in any way responsible for any such use by you. Services available to you under this Agreement, such as graphics, audio clips, and editorial content, contain proprietary information and material that is owned by PARK and/or its licensors, and is protected by applicable copyright, intellectual property and other laws. You will not modify, commercialize, distribute, make derivative works from or otherwise use any of this proprietary information or materials in any way except as permitted by the owners or licensors of such services or proprietary information or materials.
    3. PARK and its licensors reserve the right to change, suspend, remove, or disable access to any services provided through the Portal at any time without notice if you are in violation of this Agreement or any Rules of Conduct. In no event will PARK be liable for the removal of or disabling of access to any such services.  PARK may also impose limits on the use of or access to certain services, with or without notice or liability.
    4. PARK and its licensors and other vendors may collect, maintain, process and use personal, diagnostic, technical and related information from you. This includes technical information about your computer, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services provided to you, and to verify compliance with the terms of this Agreement.  PARK may also use this information, as long as it is in a form that does not personally identify you, to improve our products or to provide services or technologies to you.  See PARK’s Privacy Policy for more information.
  4. Condition Of The Premises.  You have made a thorough inspection of the Campus and agree to take Membership in its condition “as is” as of the date hereof. PARK has no obligation to alter, improve or decorate the Campus for your use.  You cannot make any alterations, installations, improvements, additions or other physical changes to any part of the Campus (including a Suite) without PARK’s prior written consent.  We can withhold or give this consent in our sole discretion.  You will return your Desk, Seat or Suite to PARK at the expiration of this Agreement, or earlier termination of the Agreement.  The Desk, Seat or Suite must be in the same condition as when you took possession normal wear and tear excepted.  If you fail to redeliver the Desk, Seat or Suite in the required condition, PARK may restore the Desk, Seat or Suite to the required condition, including repair, replacement, and cleaning.  The cost of any of this work will be immediately payable by you upon demand.
  5. Internet Access.
    1. Internet Connection.  As part of your Fees, you will be provided a wireless Internet signal within a Campus. You cannot use this signal to operate a mail server, host internal websites, dispatch broad based emails (spamming), utilize internal FTP servers, Wi-Fi wireless internet hubs, voice-over-IP equipment or any equipment, applications, or practices that we deem to utilize excessive bandwidth or that interferes with the use of wireless Internet access by other Members, unless you have written approval from the PARK IT Department.
    2. Internet Security.  You are solely responsible for providing your own firewall, spam-filtering, anti-virus protection and other security for your computer(s) and other electronic devices and information stored on them and cloud-based storage. PARK is not be responsible for any damage suffered to your computer(s) or other electronic devices or information accessed by any third party. If PARK notices or suspects that your computer(s) or electronic device(s) may be infected or hacked, we reserve the right to schedule a time to immediately suspend your Internet access.  If PARK determines that your computer(s) or other device is infected or has been hacked or is causing a disruption or slow down to the shared private or public networks or the Portal, we have the right to immediately disconnect the subject computer(s) or other device from internet access on a Campus.  PARK will take commercially reasonable steps to maintain the continuity of our wireless internet signal and telephone access at each Campus.  However, PARK has no liability to you for any suspension, interruption, temporary unavailability, loss of data or fault occurring in these services or any of the consequences thereof, including loss of business or profits.  PARK will take what we believe to be commercially reasonable steps to protect the wireless internet access system from unauthorized use.  However, the system and the internet can never be 100% secure and, therefore, PARK has no liability for any breach of these system, whether arising as a result of our providing access rights or otherwise.
  6. No Liability.  PARK shall have no liability or responsibility to Member, and Member shall have no claim against PARK, for any damage or loss incurred by Member with respect to property located in, or services provided to, a Campus, except as a result of the gross negligence or willful misconduct of PARK. PARK shall not be liable to Member for any damage by or from any act or negligence of any other member or occupant of a Campus, or by any owner or occupant of adjoining or contiguous property.  PARK shall not be liable for any injury or damage to persons or property resulting in whole or in part from the activities of others. 
  7. Hold Harmless & Release.  You agree to defend, indemnify and hold PARK and its employees, owners, officers, agents and contractors harmless from and against, any loss, cost, expense, claims or demands (including reasonable attorney fees and other professional fees and expenses), including any lost business, lost profits, accident, theft, loss, damage or injury to persons or property related to or arising from (i) the use of the Campus by your or your employees, invitees, agents or other Visitors, except to the extent of damage caused by the gross negligence and willful misconduct of PARK, or (ii) your breach of any of the terms or conditions of this Agreement, except to the extent a court finally determines that PARK was grossly negligent or acted with willful misconduct.

To the extent permitted by law, you, on your own behalf and on behalf of your employees, agents, guests and invitees, waive any and all claims and rights against us and our landlords at the Campus and our affiliates, parents, and successors and each of our and their employees, assignees, officers, agents and directors (collectively, the “PARK Parties”) resulting from injury or damage to, or destruction, theft, or loss of, any property, person or pet and release the PARK Parties from any such claims. 

  1. Disclaimer. THE CAMPUS, THE PARK COMMUNITY, PORTAL AND OTHER SERVICES PROVIDED TO YOU UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS-IS, WHERE-IS” BASIS. PARK HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, UNDER THIS AGREEMENT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

PARK DOES NOT WARRANT THAT ANY OF THE SERVICES WILL BE ERROR-FREE OR FUNCTION UNINTERRUPTED OR THAT ANY BUSINESS VENTURE IN OR WITH WHICH YOU ENGAGE WILL SUCCESSFULLY RAISE CAPITAL, GENERATE ANY AMOUNT OF REVENUES, OR BE PROFITABLE, OR HIRE YOU AS AN EMPLOYEE OF SUCH BUSINESS VENTURE

PARK DOES NOT WARRANT THAT THE PARK COMMUNITY OR THE PORTAL ARE SUITABLE FOR YOU OR ANY BUSINESS VENTURE IN WHICH YOU ENGAGE. 

PARK IS not liable for actions of other individuals. PARK doES not control and IS not responsible for the actions of other individuals or dogs at our CAMPUSES. You should be aware that other members may not be who they claim to be. PARK doES not perform background checks on our MEMBERS. PARK doES not endorse, support or verify the facts, opinions or recommendations of our members.

  1. Default.  In addition to any and all other rights or remedies provided in this Agreement or that PARK may have at law, in equity, or otherwise, if you fail to comply with any of your obligations under this Agreement, including the payment of any Fees, then PARK has the right to immediately terminate this Agreement upon notice to you, and you must then immediately vacate the PARK Community. If you fail to remove any of your property from the PARK Community within five (5) days after termination of this Agreement, PARK may consider your property to be legally abandoned in accordance with applicable law. In such an event, PARK shall be permitted, in its sole discretion, to dispose of such property as PARK sees fit.  You will be responsible for any and all costs and fees associated with the disposal, including reasonable attorney’s fees. 
  2. Notices. All notices to PARK in connection with this Agreement shall be in writing, shall be effective upon receipt and shall be sent by hand, email (info@parkcowork.com), overnight mail or sent by certified mail, return receipt requested, postage prepaid.  Written notices to PARK shall be delivered to the Campus, Attention: Membership Manager. All notices to Member in connection with this Agreement shall be in writing, shall be effective upon receipt and shall be sent by email to Member’s provided email address.
  3. Amendments.  This Agreement may be amended, modified or supplemented from time to time by PARK. It is your responsibility to review this Agreement in the Portal from time to time for amendments, modifications and supplements.
  4. No Lease. Neither this Agreement nor any other agreement between PARK and you is or shall be deemed to constitute a lease or a conveyance of a Campus or any real property interest by PARK to you or to confer upon you any right, title, estate or interest in a Campus, except for the express rights granted to you pursuant to this Agreement. Accordingly, landlord-tenant laws do not govern this Agreement nor can you invoke any tenant rights or privileges.  You also hereby specifically waive any and all rights that you may have under any landlord-tenant laws.
  5. Waiver and Severability.  If any provision of this Agreement is held to be void, invalid or otherwise unenforceable (either in whole or in part), the remaining portions of this Agreement shall remain in effect and the parties hereto shall substitute the void, invalid or unenforceable provision with a new provision of like intent and effect. If either party waives a right granted in this Agreement, it must be done so in writing and signed by the party holding that right.  If a party fails to exercise a right, it will not be interpreted as a waiver to exercise that same right, or any other right, in the future.
  6. Entire Agreement.  This Agreement, and if applicable the Suite Addendum, constitutes the entire understanding between the parties hereto with respect to the subject matter contained herein, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.
  7. Assignment. You cannot assign or transfer this Agreement or any rights in this Agreement without the prior written consent of PARK. You may not allow any other person or entity to use or occupy any portion of a Campus except as expressly permitted in this Agreement with respect to Visitors. You cannot allow any other person or entity to have any of your rights under this Agreement.
  8. Governing Law & Venue.  This Agreement shall be construed and enforced in accordance with the laws of the State of Colorado.
  9. Attorney Fees. In the event you or PARK fails to perform any of its obligations under this Agreement or in the event a dispute arises concerning the meaning or interpretation of any provision of this Agreement, the defaulting party, or the party not prevailing in such dispute, as the case may be, shall pay any and all costs and expenses incurred by the other party in enforcing or establishing its rights hereunder, including, without limitation, court costs and reasonable attorney fees. 
  10. Survival. The provisions of this Agreement shall survive the termination of this Agreement to the extent consistent with, or necessary to carry out, the purposes thereof including, but not limited to, Sections F, G, H & P.

 

 

 

 

 

Agreed and Accepted:

MEMBER:

 

 

 

Signature:

 

Print:

 

Company Name:

 

Title:

 

Date: