MEMBER TERMS AND CONDITIONS
These Member Terms and Conditions, together with the Member Order Form attached hereto (collectively, the “Agreement”), is entered into and becomes effective as of the date of the Member Order Form (the “Effective Date”) by and between CH VENTURE- 1 LLC (“Brickyard”) and the member identified on the Member Order Form (“Member”) hereinafter collectively referred to as parties
Member’s employees and other personnel who have paid a Membership Fee (each a“Representative”) a limited, non-exclusive, non-transferable, revocable license (without the right to sublicense) during the Term (defined below) to
(a) access and use portions of the co-working space located at 44927 George Washington Blvd, Suite 265, Ashburn, Virginia 20147 (the “Space”), including the common areas and meeting room facilities (subject to availability and these terms and conditions) (the “Common Areas”), in accordance with the membership level indicated on the Member Order Form (subject to building closures or other limitations),
(b) invite guests of Member or its Representatives (each a “Guest”) to visit the Space on a temporary basis to meet with Member or its Representatives, provided that all Guests must be supervised by the inviting Member or Representative at all times and will be the sole and absolute responsibility of such Member or Representative,
(c) attend public events that Brickyard may organize or host in the Common Areas from time to time (subject to space availability, and provided that Brickyard may exclude Member, its Representatives, or their respective Guests, from any event in its sole discretion),
(d) attend events organized or hosted by third parties in the Common Areas from time to time (subject to the approval and discretion of the third party host),
(e) use wireless Internet services in the Space, and (f) use the printers, copiers, and other generally available office equipment in the Space (subject to availability and reasonable usage limitations that may be imposed by Brickyard in its sole discretion).
a. Either Party may terminate this Agreement by providing the other Party with thirty (30) days prior written notice.
b. Brickyard may terminate this Agreement immediately upon written notice to Member if Member defaults in the prompt and full payment of the Membership Fees or if Member, its Representatives, or any of their respective Invitees, Licensees or Guests violates the House Rules and such violation has not been cured within 2 calendar days.
a. This is the only Agreement between the Parties with respect to the subject matter hereof, merging and superseding all prior and contemporaneous agreements, written and oral. All amendments to this Agreement will be in writing and signed by both Parties; provided, however, that Brickyard may amend the House Rules in its sole discretion at any time by providing written notice to Member. The invalidity or unenforceability of any provision hereof will not affect the remainder
b. Brickyard’s failure to enforce any provision of this Agreement will not be a waiver of that provision and will not prevent Brickyard from enforcing any provision of this Agreement in the future. No receipt of money by Brickyard will be deemed to cure any default by Member or to extend, reinstate or continue the Term
c. Member may not assign this Agreement (or any rights or obligations under this Agreement) to any third party without Brickyard’s prior written consent, and Member will not permit the use of any portion of the Space by any person other than Member, its Representatives, or their respective Guests. Brickyard may assign the Agreement in its discretion. Any purported assignment by the member in violation of this section shall be null and void. The Agreement shall be binding on all permitted assignees.
d. All notices required under this Agreement will be in writing and will be given by hand or electronic mail to the Parties at the email or physical addresses provided by each Party from time to time. All notices under this Agreement will be deemed given when sent by email with receipt or hand-delivered or by regular mail, postage prepaid.
e. Anything to the contrary herein notwithstanding, under no circumstances will Brickyard be held responsible or liable for the security or safekeeping of any personal property or personal computing devices (including, without limitation, computers and peripheral devices, laptop computers, mobile phones, tablets, personal data organizers, fax machines, printers and other similar items.)
f. The provisions of Sections 6-11 will survive the expiration or earlier termination of this Agreement.
g. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the substantially prevailing Party will be entitled to reasonable attorneys’ fees, costs, and necessary disbursements in addition to any other relief to which such Party may be entitled.
h. This Agreement shall be interpreted under the laws of the Commonwealth of Virginia.
Member hereby irrevocably consents to the jurisdiction and venue of the state court located in Loudoun County, Virginia, over any suit, action or proceeding arising out of or relating to this Agreement. Member hereby irrevocably waives, to the fullest extent permitted by law, any objection it may now or hereafter have to such venue as being an inconvenient forum, and hereby waives trial by jury in any action or proceeding.
THIS AGREEMENT IS NOT INTENDED TO CREATE A LEASE OR ANY OTHER INTEREST IN REAL PROPERTY IN FAVOR OF MEMBER OR ITS REPRESENTATIVES, GUESTS OR AFFILIATES, BUT MERELY CREATES A REVOCABLE LICENSE TO USE THE SPACE IN ACCORDANCE WITH THE EXPRESS TERMS HEREOF. This Agreement grants Member the license to use the Space and the desk space area for the specific purposes herein set forth without diminution of the legal possession or control of such space by Brickyard and will be revocable at the option of Brickyard upon the destruction of the Space or the breach by Member (or Member’s Representatives or Guests) of any term or condition herein set forth. This Agreement is subject and subordinate to any underlying mortgages, or deeds of trust secured by the Space and building, leases or contracts of the Buildings or of the premises comprising the desk space or the Space as such mortgages, deeds of trust, lease or contract may be amended from time to time without notice to or approval from Member (such underlying mortgages, deeds of trust leases or contracts, together with any amendments, the “Master Documents”). This Agreement will terminate simultaneously with the termination of the Space’s operation or any Master Documents for any reason. Member is not a party to nor will Member have any rights under any Master Document.
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