Legal Agreement: Terms of Service
1. Agreement. Cowork is leasing a portion of the building located at 430 Indiana St, Golden, CO 80401 (the “Building”). The first floor and basement of the Building contains certain workstations (“Workstations”) and private offices (“Offices”), as well as certain common areas in and around the Workstations, the Offices and other shared areas (the “Common Areas”). This Agreement is the commercial equivalent of an agreement for accommodations in a hotel. Portions of the Building remain in Cowork’s possession and control. User understands and accepts that this Agreement creates no tenancy interest, no leasehold estate or any other real property interest in the User’s favor with respect to the Accommodations. User has the right to share with Cowork and other users in the space the use of the Accommodations, which use shall be on the terms and conditions of this Agreement. This Agreement is personal to User and cannot be transferred to any other person or entity. 2. User Space and Accommodations. Subject to all the terms, provisions, and conditions of the Term Sheet, these Terms and Conditions and the Rules and Regulations (collectively, the “Agreement”), Cowork hereby permits User to utilize the User Space as indicated on the Term Sheet, including the use of the Common Areas in common with all other users of such space. The Common Areas and the User Space are referred to as the “Accommodations”. 3. Duration; Termination. (a) Term. This Agreement shall commence on the Start Date and terminate on the End Date, as indicated on the Term Sheet. If the “Month-to-Month” box is checked on the Term Sheet then this Agreement shall be on a month-to-month basis beginning on the specified Start Date. (b) Automatic Renewal. This Agreement shall automatically renew for additional ___ month increments (“Renewal Term”), unless User gives Cowork: Thirty (30) business days’ written notice prior to the End Date electing not to renew this Agreement; or 60 days’ written notice prior to the End Date electing not to renew this Agreement. If this Agreement is month-to-month, User shall have the right to terminate this Agreement on 30 days’ written notice to Cowork. Any Renewal Term shall begin on the day following the End Date (“Renewal Start Date”), and shall terminate on the day which is ___ months thereafter (“Renewal End Date”). The terms “Start Date” and “End Date” as used herein shall also be deemed to refer to any “Renewal Start Date” and “Renewal End Date”, as applicable. (c) Termination. (i) Cowork shall have the right to terminate this Agreement at any time upon: Thirty (30) business days’ written notice to User; or 60 days’ written notice to User. (ii) If User terminates this Agreement prior to the End Date (“Early Termination”), (1) User shall give Cowork: Thirty (30) business days’ prior written notice; or 60 days’ prior written notice, and (2) User shall pay Cowork an early termination fee equal to one payment of the Monthly User Fee (“Early Termination Fee”). Upon Early Termination of this Agreement, User shall return to Cowork the entire sum of any free rent User received from Cowork, including, without limitation, any free month(s) promotion. (iii) Any Monthly User Fee paid by User for periods after the termination of this Agreement shall be refunded to User by Cowork. User shall have no right to continue to hold over after termination unless agreed to in writing by Cowork. 4. Fee. User shall pay to Cowork the Monthly User Fee as indicated on the Term Sheet, payable to Cowork by User without any prior demand therefor and without any set-off or deduction, on the first day of each month, to Cowork at its address set forth on the Term Sheet, or such other address as Cowork may designate to User in writing. If the Start Date is on a day other than the first day of the month or the End Date on a day other than the last day of the month, the Monthly User Fee shall be prorated based upon a thirty (30) day month. The Monthly User Fee and any other amounts due under this Agreement, if not timely paid, shall accrue interest at the maximum rate allowable by Law (“Default Rate”), until paid in full, and Cowork shall be entitled to all remedies under this Agreement and at law or in equity. Cowork shall have the right to change the Monthly User Fee from time to time with at least 30 days’ advance notice to User. 5. Security Deposit. User shall deliver to Cowork the Security Deposit as indicated on the Term Sheet, if any, as security for the performance by User of every covenant and condition of this Agreement. The Security Deposit may be commingled with other funds of Cowork and shall bear no interest. If User shall default with respect to any covenant or condition of this Agreement, including, but not limited to the payment of the Monthly User Fee, Co-Work may apply the whole or any part of such Security Deposit to the payment of any sum in default or any sum which Cowork spends by reason of User’s default. If any portion of the Security Deposit is so applied, User, upon demand by Cowork, shall, within three (3) days after such demand, restore the Security Deposit to its original amount. 6. Services Furnished by Cowork. So long as User is not in default under the terms of this Agreement, Cowork shall furnish to the Accommodations: general janitorial cleaning services; electricity for ordinary business equipment; heat and air conditioning as Cowork deems reasonable; hot and cold water in reasonable quantities for normal drinking, lavatory, and toilet purposes; and garbage disposal for ordinary commercial office waste. Cowork shall not be obligated to furnish any services other than those stated above. The discontinuance of any service, regardless of the cause, shall not result in any liability of Cowork to User or be considered as a disturbance of User’s use of the Accommodations and User hereby releases all claims against Cowork for damages for interruption or stoppage of any of the services. If User consumes any utilities beyond that which, in Cowork’s discretion, is standard for office use, Cowork may require User to cease such usage or to install, at User’s sole cost and expense, a separate meter or sub-meter for such services, or User shall be solely responsible for the cost of such utilities. Cowork shall not be liable to User in any manner whatsoever, and there will not be any abatement of the Monthly User Fee, for the discontinuance or failure to furnish or for any delay or interruption in furnishing any service identified in this Agreement. 7. Use of Accommodations. User shall use the Accommodations for general office purposes only and for no other purpose. User shall comply with, and User warrants that User will direct any employee, agent, invitee, or other person claiming through or under User, to comply with, all applicable laws, regulations, ordinances and orders of appropriate governmental authorities affecting the cleanliness, maintenance, occupancy and use of the Accommodations It shall be deemed a material default of this Agreement if User, or any employee, agent, invitee, or other person claiming through or under User, shall fail to observe this requirement. If such a breach is not cured in accordance with this Agreement, Cowork may terminate this Agreement immediately and without penalty and without limiting any other rights and remedies set forth in this Agreement or at law or in equity. 8. Condition of the Accommodations. User acknowledges that the Accommodations are in good condition and repair, that the Accommodations are suitable for User’s intended use, and that User accepts the Accommodations “as is.” 9. Relocation of Accommodations. Cowork shall have the right at any time after five (5) days advance notice to User to relocate the User Space to other comparable space in the Building and to move User to such new space. Cowork shall pay all reasonable costs and expenses of such relocation. If Cowork transfers User to any such new space, this Agreement shall remain in full force and effect and be deemed applicable to such new space as though Cowork and User had entered into an express written agreement of this Agreement with respect thereto. Cowork and User shall enter into an amendment of this Agreement identifying the relocated User Space. 10. Cowork’s Non-Liability. Cowork shall incur no liability, and User shall not be relieved of any obligation under this Agreement, because of any interference or disturbance of User’s use and occupancy of the Accommodations, or breach of or non-compliance with any rule or regulation, or amendment or addition thereto, by third persons, including other users, tenants or occupants of the Building. 11. Cowork’s Right of Entry. Cowork and its agents, employees, and independent contractors shall have the right to enter the Accommodations at such times as Cowork deems necessary to exercise the following rights reserve by Cowork, each of which Cowork may exercise without notice to User and without liability to User: (a) to remove anything from the Building which does not conform to this Agreement; (b) to take any and all needed materials into and through the Accommodations that may be required to make such repairs, additions, alterations and improvements; (c) to change the name or street address of the Building or the suite number of the Accommodations; (d) to install, affix, and maintain any and all signs on the exterior or interior of the Building; (e) to make repairs, decorations, alterations, additions, or improvements, whether structural or otherwise, in and about the Building, and for such purposes to enter upon the Accommodations, temporarily close doors, corridors, and other areas in the Building and interrupt or temporarily suspend services or use of Common Areas; (f) to retain at all times, and to use in appropriate instances, keys to all doors within and into the Accommodations; (g) to grant to any person or to reserve unto itself the exclusive right to conduct any business or render any service in the Building; (h) to show or inspect or examine the Accommodations at reasonable times and, if vacated or abandoned, to prepare the Accommodations for re-occupancy; (i) to install, use, and maintain in and through the Accommodations, pipes, conduits, wires, and ducts serving the Building; (j) to take any other action which Cowork deems reasonable in connection with the operation, maintenance, or preservation of the Building; and (k) to permit the use of or license of space in the Building to any other user or occupant, in Cowork’s sole discretion. The exercise of the foregoing rights of Cowork shall not be deemed to constitute a disturbance of User’s use or possession of the Accommodations and shall not give rise to any claim for set off or abatement of the Monthly User Fee, or any other amounts due under this Agreement or claims. 12. Alterations or Improvements. User is prohibited from making any alterations or improvements to the Accommodations without Cowork’s prior written consent, which Cowork may withhold for any reason in its sole discretion. User shall assume full responsibility for securing User’s own personal property in the Accommodations. Cowork shall have no liability to User for any damage or theft of any of User’s personal property in the Accommodations. 13. Removal of Personal Property. On or before the termination or expiration of this Agreement, User shall have the right to remove any of User’s personal property, provided (a) User is not in default under any provision of this Agreement, and (b) the removal of such personal property shall not damage the Building or Accommodations and any such damage will be restored at User’s expense immediately after such removal to the condition in which they were delivered to User. Any items remaining in the Accommodations after termination or expiration of this Agreement shall be the property of Cowork. This right of removal shall not include the right to remove any plumbing, wiring, linoleum, or carpeting glued to the floor, and shall not include any furnishing or fixtures that were supplied or paid for by Cowork. 14. User’s Insurance. If this box is checked, User, at User’s expense, shall procure and maintain, during the term of this Agreement commercial general liability insurance with limits of not less than $1,000,000. If the box is not checked, User shall have no insurance requirement. 15. Mutual Waiver of Subrogation. Cowork and User shall each require that fire and extended coverage insurance and/or casualty insurance policies contain a waiver of subrogation rights by the insurer against the other party for loss, damage or injury to insured’s property caused or contributed to by act or omission of the other party, its agents, employees, or invitees. Each party hereby releases the other party from and against any claim for such loss, damage or injury and agrees to indemnify and hold the other party harmless from all loss, damage and expense, including court costs and experts’, consultants’, and attorneys’ fees, resulting directly or indirectly from assertion of subrogation rights by insured party’s insurer or insurers against the other party, which obligation shall expressly survive the termination or expiration of this Agreement. 16. Responsibility for Own Acts; Indemnification. Each party shall be responsible for its own acts and omissions and shall be liable for payment of that portion of any and all claims, liabilities, injuries, suits, and demands and expenses of all kinds that may result or arise out of any alleged malfeasance or neglect caused or alleged to have been caused by such party, and its employees, agents, contractors, or subcontractors in the performance or omission of any act or responsibility of such party under this Agreement. In the event that a claim is made against both parties, it is the intent of both parties to cooperate in the defense of the claim and to cause their insurers to do likewise. Both parties shall, however, retain the right to take any and all actions they believe necessary to protect their own interests. Notwithstanding the foregoing, User agrees to protect, defend, indemnify, and hold harmless Cowork with counsel reasonably acceptable to Cowork from and against any and all Claims for personal injury, including, but not limited to, death, and property damage, and all costs and expenses associated therewith (including but not limited to consultants’, experts’, and attorneys’ fees) arising, directly or indirectly, by reason of (a) any condition of the Accommodations or the Building (including without limitation, any hazardous materials and) created or allowed to exist by User, its employees, invitees, vendors, contractors and agents (collectively “User Parties”), (b) any breach, violation, or non-performance of any obligation of User hereunder, and (c) any act or omission of User and/or User’s Parties. The provisions of this Section shall survive the termination or expiration of this Agreement. 17. Cowork Not Liable. User agrees that Cowork shall not be liable to User for any loss, damage or injury to person or property occurring in or about the Accommodations or Building regardless of cause, unless said loss, damage, or injury shall result solely from Cowork’s gross negligence or willful misconduct. Notwithstanding anything to the contrary contained in this Agreement or at law or equity, User expressly acknowledges and agrees that Cowork’s liability in connection with this Agreement (including without limitation, any actual or alleged liability for the negligence and/or willful misconduct of Cowork, its officers, directors, agents, employees, invitees, successor, and/or assigns) shall be limited to the interest of Cowork in the Building. Before filing suit for an alleged default by Cowork, User shall give Cowork notice and reasonable time to cure the alleged default. User hereby expressly WAIVES all claims against Cowork (and Cowork’s employees, agents, officers, principals, owners, directors, shareholders, trustees, partners, joint venturers, subsidiaries, corporate parents, affiliates, predecessors, representatives, successors, assigns, customers, invitees, licensees, users, tenants, subtenants, concessionaires, contractors, servants, vendors, materialmen, suppliers or any other person or entity acting for or on behalf of Cowork) for consequential, special, or punitive damages allegedly suffered by User or its employees, agents, and invitees, including lost profits and business interruption, and agrees that User may only make claims for direct, actual damages, and such actual direct damages may be satisfied only out of the equity interest of Cowork in the Building existing as of the date of the entering of a final, non-appealable judgment by a court of competent jurisdiction. The term “Cowork” shall mean only the tenant of the Building at such time, and in the event of the transfer by such tenant of its interests in the Building, such tenant shall thereupon be released and discharged from all covenants and obligations of Cowork hereunder thereafter accruing, and such covenants and obligations shall be binding during the term upon each new tenant only for the duration of such tenant’s tenancy. The exculpation of liability contained in this Section shall be absolute and without any exception whatsoever. 18. Default and Termination; Remedies. In the event User fails to comply with any term, provision, condition or covenant of this Agreement and such failure is not cured within five (5) business days’ of written notice from Cowork of such failure, then Cowork shall have the right to immediately terminate this Agreement and, in addition to and not in limitation of any other remedy permitted by Law, to enter upon the Accommodations either with or without process of Law, and to expel, remove and put out User or any other persons who might be thereon, together with all personal property found therein. Cowork shall be entitled to all damages at law and in equity with respect to any damages incurred by Cowork in connection with a default, including by not limited to, actual damages, consequential, special and punitive damages, and lost profits and business interruption. 19. Assignment and Subletting. User shall not pledge, mortgage, hypothecate, assign or in any way encumber this Agreement or sublet the Accommodations or any part thereof without the prior written consent of Cowork in each instance. 20. Notices. All notices herein provided for shall be in writing and shall be deemed given when sent by registered or certified mail, postage prepaid, return receipt requested, and deposited in the mail address, or by national next business day delivery service (e.g., Federal Express), or by hand delivery, to Cowork or to User at their respective address set forth on the Term Sheet. Either party may change its address for purpose of notice, by written notice given in like manner. 21. Miscellaneous. This Agreement contains the entire agreement between the parties with respect to the subject matter herein, and this Agreement may not be altered, changed, or amended, except by an instrument in writing, signed by both parties. If User is a corporation, company, or other entity, then each owner, shareholder, member, or partner therein shall comply with all the provisions of this Agreement. This Agreement shall be governed by the laws of the State of Colorado, irrespective of such state’s choice of law principles. This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument. The various rights, options, elections, powers, and remedies of the respective parties hereto contained in, granted or reserved by this Agreement, are in addition to any others that said parties may be entitled to by law (except as expressly set forth in this Agreement), shall be construed as cumulative, and no one of them is exclusive of any of the others, or of any right or priority allowed by law.