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).
Representatives and Guests to abide by Brickyard’s house rules, available at
http://www.thebrickyard.co/houserules as may be updated by Brickyard from time to time (the
“House Rules”). Member shall be responsible for any violation of the House Rules by
Member’s Representatives, Invitees, Licensees and Guests.
Brickyard the membership fees set forth on the Member Order Form (the “Membership Fees”)
for Member and each of its Representatives. The Membership Fees are payable in advance on
the 1st day of each calendar month and will be pro-rated for any partial calendar month.
The initial payment for the Membership Fees will be due on the Effective Date, and any
Membership Fees paid by Member will be non-refundable.
month basis (the “Term”) unless terminated earlier in accordance with the terms hereof.
Thereafter, it shall automatically renew at Brickyard’s then current pricing for successive
month-to- month Terms, unless one Party notifies the other of its intention not to renew, not less
than thirty (30) calendar days prior to the end of the then-current Term.
a. Either Party may terminate this Agreement by providing the other Party with thirty (30) business 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.
may receive or have access to information that relates to Brickyard’s, it’s Affiliates’ (defined
below) or another member’s highly sensitive confidential, restricted and proprietary information
or data that is not generally known by the public (“Confidential Information”). Member agrees
to preserve and protect the confidentiality of any such Confidential Information received by
Member or its Representatives. In addition, Member will not disclose or disseminate such
Confidential Information for its own benefit or for the benefit of any third party. Any such
Confidential Information shall remain the exclusive property of Brickyard, its Affiliates or the
other member, as applicable, and Member will not acquire any rights in such Confidential
Information. Member will not (and shall require its Representatives and Guests not to), during or
subsequent to the Term, use such Confidential Information for any purpose, unless Member has
received express written permission from the owner of such Confidential Information. Further,
Member acknowledges that many different individuals and organizations may use and occupy
the Common Areas and other portions of the Space and that Member is solely responsible for
safeguarding its own Confidential Information.
THE SPACE IS PROVIDED “AS IS” AS A SERVICE AND NOT AS A LEASE OF REAL
PROPERTY. BRICKYARD DOES NOT MAKE ANY WARRANTIES WITH RESPECT TO THE
SPACE OR THE MEMBERSHIP GRANTED HEREBY, WHETHER EXPRESS OR IMPLIED,
AND EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED CONDITIONS AND WARRANTIES,
INCLUDING WITHOUT LIMITATION WARRANTIES OF FITNESS FOR A PARTICULAR
PURPOSE OR WARRANTIES OF USE, TITLE, QUIET ENJOYMENT OR POSSESSION.
BRICKYARD DOES NOT GUARANTEE THE SPEED OR AVAILABILITY OR ANY INTERNET
SERVICES OR OFFICE EQUIPMENT.
BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES
WHATSOEVER ARISING OUT OF OR RELATED TO MEMBER’S USE OR INABILITY TO
USE THE SPACE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY
(CONTRACT, TORT, OR OTHERWISE) AND EVEN IF BRICKYARD HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL BRICKYARD OR ITS
AFFILIATES HAVE LIABILITY TO MEMBER FOR DAMAGES IN EXCESS OF THE AMOUNT
MEMBER PAID FOR ACCESS TO AND USE OF THE SPACE IN THE TWO (2) MONTHS
PRECEDING THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE
ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS
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DO NOT ALLOW THE LIMITATION OF LIABILITY OR EXCLUSION OF CERTAIN DAMAGES,
SO THIS LIMITATION MAY NOT APPLY TO MEMBER.
directors, members, shareholders, partners, agents, representatives, authorized persons and
affiliates (such persons and entities collectively, as related to any Party to this Agreement, its
respective “Affiliates”) will not, to the fullest extent permitted by law, be liable for any damage
or claim with respect to any injury to person or damage to, or loss or destruction of any property
of Member or its Affiliates (including, without limitation, the Representatives) or Guests due to
any act, omission or occurrence in or about Brickyard’ desk space, the Space, or the buildings
in which the Space is located (the “Buildings”). Brickyard is not responsible for the security of
any wireless or other network services or infrastructure provided by or on behalf of Brickyard or
available in the Space. Additionally, Member waives all right of recovery against such entities
and individuals for any such damage or claim. Member assumes all risk of loss with respect to
all personal property of Member and its Affiliates, Representatives and Guests, within or about
the Space or the Buildings. Member acknowledges that it is Member’s responsibility to maintain
insurance to cover all risks (including, without limitation, the risks set forth in this subsection) at
Member’s sole cost and expense. Brickyard will not maintain any insurance of any kind for
Affiliates from and against all liabilities, losses, claims, damages and costs (including attorneys'
fees) arising out of Member’s and its Representatives’ and Guests’ use and occupancy of the
Space (including, without limitation, any damage to the Space, the Buildings or any personal
property, furniture or equipment within the Space or the Buildings and any death or bodily injury
to a person due to such use) or any negligent act or omission of Member or Member’s
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
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assign the Agreement in its discretion. Any purported assignment by 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 REPRESENTAIVES, 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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