A. LICENSE AGREEMENT
This LICENSE AGREEMENT ("Agreement") is entered into by and between Southland Office Holdings, LLC dba Hayward Collective having an address of as the managing entity on behalf of (“Hayward Collective,” “COLLECTIVE”, "We" or "Us"),and entity or individual (“Member” or "You") as specified under the Company Name section of the Contract Summary attached as the first two pages of this Agreement (“Contract Summary"). Payments are payable to Southland Office Holdings, LLC.
WHEREAS:
Hayward Collective, as manager for Southland Office Holdings, LLC, offers workspace and office-related products and services to persons and entities for a fee. Member seeks workspace and certain office services which Hayward Collective offers for a fee.
The parties to this Agreement, with the intent to be mutually and legally bound, agree as follows:
B. NATURE OF YOUR AGREEMENT
This Agreement constitutes a License ("License") to use the premises in accordance with the terms of this Agreement and does not in any way constitute a lease or sub-lease. Your Agreement is the commercial equivalent of an Agreement for accommodation in a hotel. The whole of the premises remains our property and, in our possession, and control. You acknowledge that your Agreement creates no tenancy interest, leasehold estate or other real property interest in your favor with respect to workrooms, desks, and work areas. We are giving you just the right to share the use of the premises so that we can provide the Services to you. The Agreement is personal to you and cannot be transferred to anyone else. We may transfer the benefit of your Agreement and our obligation under it at any time with 10 business days prior written notice to you. The License granted by this Agreement is subject to and subordinate to all ground and underlying leases affecting the real property of which the Workspaces (as defined below) form a part.
C. DEFINITIONS
“Authorized Signatory” means an individual authorized to legally bind your company. “Capacity” means number set forth in the Contract Summary in the “Capacity” field.
“Member” or "Authorized User" means each person you authorize on your Member List as being allowed to receive the services (defined below).
“Member Company” or “you” means the company, entity, or individual that enters into a License Agreement with Hayward Collective and is listed in the Contract Summary.
“Primary Member” means the primary in-premises member contact. “Start Date” means the date set forth in the Contract Summary.
“Workspace” means the office number(s) and/or desk location(s) specified in the Contract Summary.
D. SERVICES INCLUDED IN YOUR CONTRACT FEE
1. Services. Subject to the terms and conditions of this agreement, including any attachments, exhibits, and supplements (collectively, the “Agreement”) and any other policies we make available to you, Hayward Collective will use commercially reasonable efforts to provide You and your Members certain services (collectively, the “Services” as further detailed in Exhibit A).
2. Member Services. We agree to provide the Membership Services ("Services") described in Exhibit A to this Agreement during normal operating hours Monday to Friday. We are happy to discuss special arrangements for use of these Services outside our normal operating hours. All Services are subject to the availability of our team at the time of any service request. We will endeavor to respond to a Service request at the earliest opportunity but will not be held responsible for any reasonable delay. If in our opinion, we determine that a request for any particular Service is excessive, we reserve the right to charge an additional fee, based on the time taken to complete the Service.
E. PROVIDING THE SERVICE
1. Access to Your Workspace(s). We can enter your Workspace, with or without notice, in connection with the provisions of the Services. However, other than for safety or emergency purposes, we will try to inform you in advance when we need access to carry out testing, repair, or work other than routine inspection, cleaning, and maintenance.
2. Availability of Workspace(s). If for any reason we cannot provide the Workspace(s) stated in your Contract Summary by the Start Date, we will not be subject to any liability related to such inability. This Agreement shall remain in full force and effect, provided that:
(i) the failure to provide access to the Workspace(s) does not last longer than two (2) months and (ii) we will either provide you with an alternate Workspace(s) with reasonably comparable Capacity and charge your Contract Fee. If we do provide you an alternate Workspace(s) You shall be fully subject to the terms of this Agreement. If neither an alternate Workspace(s) or the Contracted Workspace(s), have been made available to you within two (2) months of the Start Date, You shall have the ability to terminate this Agreement upon seven (7) days’ prior notice to us. If the delay in providing the Workspace(s) is due to changes to the Workspace(s) requested by you, we will not be subject to any liability related to such delay nor will such delay affect the validity of this Agreement.
3. Suspension of Services. We may by notice suspend the provision of Services (including access to the premises) for reasons of political unrest, strikes, pandemics, Government regulations, or other events beyond our reasonable control. We will not be subject to any liability related to such suspension and the terms of this Agreement shall remain in force and effect provided that such suspension does not continue for an unreasonable period of time.
4. If Hayward Collective is Not Available. In the unlikely event that we are no longer able to provide the Services and Workspaces at the premises in your Agreement then your Agreement will end and you will only have to pay Contract Fees up to the date it ends and for the additional Services you have used.
F. MEMBERSHIP FEES; PAYMENT
In the following clauses any references to “fees” alone means all of the standard service fees, pay-as-you-use fees, membership security deposit fees, printing fees, and mail service fees
1. Payments Due Upon Signing. Upon execution and delivery of this Agreement and the associated Contract Summary, You will pay to Hayward Collective an amount equal to the first month's Contract Fee, plus any applicable security deposit fee(s).
2. Contract Fee. The Monthly Contract Fee (as specified on the first page of the Contract Summary), plus all other recurring fees and charges referred to in our Agreement are invoiced. Your Standard Contract fee and any recurring fees are due no later than ten (10) days after due date.
You are obligated to make payment of all Contract Fees owed throughout the Commitment Term and this obligation is absolute notwithstanding any early termination of the Agreement by you (“Contract Fee Obligations”). You agree to pay promptly all (i) sales, use, excise and any other taxes, surcharges or license fees which are required by any governmental authority (and, at our request, will provide to us evidence of such payment), and (ii) any taxes paid by us on account of your workspace, including, without limitation, any gross receipts, rent and occupancy taxes, surcharge fees or tangible personal property taxes, but excluding any taxes on our income.
3. Pay-as-you-use Services. Fees for Pay-as-you-use services (as set out in Exhibit A), plus applicable taxes, in accordance with our published rates which may change from time to time, are due and payable within 10 days of receipt.
4. Form of Payment. Hayward Collective does not accept check payments, we offer a Direct Payment Program, payment of fixed and variable charges will be made automatically through this mechanism.
5. Move Out Fee. For Members who are licensing an office, a fee of $50 for every desk in your office (listed under Capacity in the Contract Summary) will be due on your move out date in order to refurbish the space for new Member use. The move out fee will be deducted from your Security Deposit, as described below.
6. Security Deposit. You will be required to pay a Security Deposit, listed on this Contract Summary, upon execution of this Agreement. We will hold this as security for performance of all your obligations under your Agreement, including your obligations under the section, "Taking Care of Our Property." The Security Deposit may not be applied to contract fees due. The Security Deposit, or any balance after deducting outstanding pay as you use service fees, the move out fee, and other costs due to us, will be returned to you within 30 days of the date you have settled your account with us in full. We may require you to pay an increased deposit if outstanding fees exceed the Security Deposit held or you frequently fail to pay us when due. If you move to a larger workroom or dedicated desk, we will increase the Security Deposit held and will invoice you for the increase upon signing an amended agreement.
7. Late Payment. If any payments are not received within ten days of the date due, then Hayward Collective may, in its sole discretion, charge a Late Fee ("Late Fee"). The Late Fee on overdue balances up to and including $1,000.00 is $50.00 plus 5% interest on the balance due. The Late Fee on overdue balances over $1,000.00 is $100.00 plus 5% interest on the balance due. The amount of interest and fees we charge will be the higher of the amounts stated, or the State’s legally enforceable maximum.
8. Increases. We reserve the right to increase the Contract Fee on each and every annual anniversary of the start date of your Agreement by whichever is greater, up to 5% of the previous year’s Contract Fee or up to the List Price. Following ANY Commitment Term, we reserve the right to increase the Contract Fee at our sole discretion upon sixty (60) days’ prior notice to you.
9. Refunds. Except as provided in applicable sections of this Agreement, there are no refunds of any fees or other amounts paid by you or your Members in connection with the Services.
G. TERM AND TERMINATION
1. Contract Term. This Agreement will be effective when signed by both parties (“Effective Date”); provided we have no obligations to provide you with the Services until the later of (i) the date on which payment of your Security Deposit, Set-Up Fee and first month’s Contract Fee has been received by us or (ii) the Start Date. This Agreement lasts until the End Date stated in the Contract Summary (“The Commitment Term”). The Commitment Term and all subsequent Renewal Terms shall constitute the “Term.” If the Commitment Term of the Contract Summary is defined as “Month to Month”, the default Commitment Term shall commence on the Start Date and end until terminated in accordance with this Agreement .
2. Cancellation Prior to Start Date by You. You may cancel this Agreement prior to the Start Date upon delivery of notice to us. If you terminate more than one (1) full calendar month prior to your Start Date, you may be entitled to a refund of your Contract Fee and Setup Fee(s), less any applicable charges, expenses or deductions; however, you will not be entitled to a refund of your Security Deposit. If you terminate within one (1) full calendar month prior to your Start Date, you will not receive any refund of your Contract Fee, or Security Deposit.
3. Automatic Renewal. THIS AGREEMENT WILL RENEW AUTOMATICALLY FOR SUCCESSIVE PERIODS EQUAL TO THE COMMITMENT TERM (AS STATED IN THE CONTRACT SUMMARY) UNTIL BROUGHT TO AN END BY YOU OR US IN ACCORDANCE WITH THE TERMS OF THE CONTRACT, (ANY TERM AFTER THE COMMITMENT TERM, A “RENEWAL TERM”). IF THE CONTRACT SUMMARY DEFINES THE TERM AS “MONTH TO MONTH,” THIS AGREEMENT WILL CONTINUE ON A MONTH-TO-MONTH BASIS UNTIL BROUGHT TO AN END BY YOU OR BY US. ALL RENEWAL PERIODS SHALL HAVE AN END DATE EQUAL TO THE LAST DAY OF THE MONTH IN WHICH THEY WOULD OTHERWISE EXPIRE. THE FEES ON ANY RENEWAL PERIOD WILL BE AT THE THEN PREVAILING MARKET RATE. IN ALL OTHER RESPECTS, THIS AGREEMENT WILL RENEW ON THE SAME TERMS AND CONDITIONS.
4. Bringing Your Agreement to an End By You. IF YOU DO NOT WANT THIS AGREEMENT TO AUTOMATICALLY RENEW, YOU CAN CANCEL IT BY GIVING US NOTICE, NO LESS THAN THE “MINIMUM NOTICE PERIOD” (STATED IN THE CONTRACT SUMMARY), BY EMAIL TO ADMIN@HAYWARD-COLLECTIVE.COM, PRIOR TO THE END DATE OF THE COMMITMENT TERM OR RENEWAL TERM (WHICHEVER IS MORE RECENT). YOU WILL BE RESPONSIBLE FOR ANY SERVICES USED IN THE LAST MONTH OF OCCUPANCY, AS THOSE ARE INVOICED IN ARREARS.
If you continue to use the premises when your Agreement has ended:
you are responsible for any loss, claim or liability we incur as a result of your failure to vacate on time; and
we may, at our discretion, permit you an extension (subject to a surcharge not to exceed 50%) on the Contract Fee.
5. Bringing Your Agreement to an End by Us. We may elect not to renew an agreement. If so, we will inform you by email by providing you no less than THIRTY (30) days prior to the end date of the COMMITMENT TERM or the same notice period as specified in the Contract Summary.
6. Terminating Your Agreement Immediately. We may terminate your Agreement immediately by giving you notice if:
you become insolvent, go into liquidation or become unable to pay your debts as they become due;
you are in breach of one of your obligations which cannot be put right or which we have given you notice to put right and which you have failed to put right within fourteen days of that notice; or
your conduct, or that of someone at Hayward Collective with your permission or at your invitation, is incompatible with the Community Standards and/or ordinary office use.
If we put an end to the Agreement for any of these reasons it does not put an end to any then outstanding obligations you may have, and you must:
Pay for additional Services you have used; and pay the Contract Fee for the remainder of the period for which your Agreement would have lasted had we not ended it and indemnify us against all costs and losses we incur as a result of the termination.
7. Removal 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 Workspace and Premises. After the termination or expiration of this Agreement, 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 regarding such removal. These fees will be deducted from your security deposit. Following the termination or expiration of this Agreement, we will not forward or hold mail or other packages delivered to us.
H. MEMBERS AND COMMUNITY
1. Changes to or Removal of Primary Member or Authorized Signatory. An Authorized Signatory generally has the sole authority to make changes to or terminate this Agreement. A Primary Member will generally serve as the primary contact regarding matters that involve your Members, Your Workspace or the Premises. 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 Company. Unless we receive instructions from the Authorized Signatory, if the individual designated as the Primary Member ceases to provide services to the Member Company or ceases using the Workspace regularly, we will use our reasonable judgment in designating a replacement Primary Member. In all other aspects, the terms of this contract are not transferable by You.
2. Capacity. You may designate the maximum number of Members equal to the Capacity designated in the Contract Summary. You will receive via email a designee form to complete for each Member You would like to add to your Member List. Only those individuals set forth on the Member List will be deemed to be “Members” and entitled to the benefits described in this Agreement. Your Members will be able to begin using, accessing, and/or receiving the Services on the later of (i) the Start Date or (ii) the date we confirm the addition of such individuals to the Member List.
You are responsible for maintaining the accuracy of the Member List. Your Primary Member may make changes to your Member List via the Primary Member’s account in our member portal or by emailing admin@hayward-collective.com. 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. Upon the addition of a Member to the Member List, we will create a profile for such Member, which will be viewable by us, our employees and agents, and other members unless private is selected. The created profile will include only the Member’s name and the Member Company; any additional information, including a photograph, shall be added solely as determined by you or your Members.
3. Additional Members. To add new Members to your Member List in excess of the number allocated on the Contract Summary, you must have your Primary Member send an email, from the Primary Member’s email account on file, to the General Manager of the location or the sales person You worked with. If the number of Members or other individuals regularly using your Workspace exceeds the Capacity, Hayward Collective may levy at its sole discretion an additional monthly, hourly or daily fee. This fee will be in addition to the monthly fee, initiation, and security deposit fee. We reserve the right to further limit the number of Members allowed at any point.
4. Community Standards. The Community Standards, which are incorporated into these terms and conditions, are primarily in place and enforced to ensure that all members have a professional environment to work in. The Community Standards are attached as Exhibit B and will be updated on Hayward Collective’s website and/or internally distributed from time to time. Hayward Collective retains the right to update, amend and/or change the Community Standards at any time with 5 business days prior written notice to Member.
5. Members' Use of Premises and Community Standards. You must comply with any Community Standards which we impose generally on users of the premises whether for reasons of comfort, health and safety, fire precautions or otherwise. Continued use of the Services and/or premises constitutes acknowledgement and acceptance of updates to the Community Standards. You and your Members acknowledge that Hayward Collective does not have any liability with respect to its access, participation in, use of the Services, or any loss of information resulting from such participation or use. You understand other persons and entities will have access to the premises and therefore You shall not interfere with other persons or entities’ use of the premises. You understand that Members shall not have the permanent use of any space in the premises except under written agreement with Hayward Collective.
I. USING HAYWARD COLLECTIVE
1. On Moving In. You will be asked to sign an inventory of all Workspace(s) furniture and equipment you are permitted to use, together with a note of its condition, and details of the keys or entry cards issued to you.
2. Hayward Collective Network. You must comply with any copyright notices, privacy policies, license terms or other notices appearing on screen or as part of any material on the Internet or our network. You must not copy, use or exploit such software or other material in any way, unless we have explicitly given you permission to do so. You must strictly comply with the terms of any permission that we give. We do not make any representations as to the security of our network (or the Internet) or of any information that you place on it. You should adopt whatever security measures (such as encryption) you believe are appropriate to your circumstances. We do not warrant that use of the network will be uninterrupted or error free.
3. Hayward Collective Provides Members with High-Speed Internet. However, we do not warrant or guarantee that a Member will achieve those speeds at any or all times. Unless a Member purchases a dedicated internet connection, no Internet Service Provider ("ISP") can guarantee a particular speed at any or all times. we advertise its speeds as "up to" a specific level. The "actual" speed that a customer will experience while using the service depends upon a variety of conditions, many of which are beyond the control of an ISP .
4. We will not be liable for any inconvenience, loss, obligation, liability, or damage resulting from any interruption of the Services, directly or indirectly caused by, or proximately resulting from, any circumstances, including, but not limited to, causes attributable to Member or Member-Equipment; inability to obtain access to the service locations; failure of any television signal at the transmitter; failure of a communications satellite; loss of use of poles or other utility facilities; strike; labor dispute; riot or insurrection; war; explosion; malicious mischief; fire, flood, lightning, earthquake, wind, ice, extreme weather conditions or other acts of God; failure or reduction of power; or any court order, law, act or order of government restricting or prohibiting the operation or delivery of the Services.
5. The Nature of Your Business. You must only use the workspaces for office purposes, and only for the business stated in your Contract Summary or subsequently agreed with us. Workspace use of a “retail” nature, involving frequent visits by members of the public, is not permitted. You must not carry on a business, which competes with our business of providing serviced office or desk workspaces. You must not use the name Hayward Collective, or any of their associated companies in any way in connection with your business.
6. Your Name and Address. You may only carry on business in your name or the Company name to which you provide us on your Contract Summary. You may not put up any signs on the doors to your Workspace or anywhere else, which are visible from outside the Workspace you are using without prior approval from HAYWARD COLLECTIVE. At your cost, you may add your Company Name and Logo to the outside of your door using our vendor(s). You may use the Primary Hayward Collective address designated on the Contract Summary as your business address. If you use this address as your registered business address, please read the following section regarding mail handling.
7. Handling of Mail. During the Term of this Agreement, Hayward Collective grants a limited revocable license to receive mail, packages or other items addressed to You and your Members at the premises and shall place all mail, packages or any other items addressed to Member and received at premises at the Hayward Collective front reception desk located in the premises, if applicable, or in a designated space in Member's Workspace subject to a twenty dollar ($20.00) per month fee. Member acknowledges and agrees that Member's designated mail location is not secured and is open and accessible to any of Hayward Collective's other members and any other persons who have access to the premises. It is the sole responsibility of Member to check its mail space frequently and to receive any mail, packages or any other items addressed to Member at the premises. If Member neglects to receive any mail, packages or other items addressed to Member at the premises then Hayward Collective may, in Its sole discretion, (i) store any of Member's excess mail, packages or other items at Member's sole cost and expense or (ii) hold Member's excess mail at the Hayward Collective's front desk. HAYWARD COLLECTIVE SHALL NOT BE RESPONSIBLE OR LIABLE IN ANY WAY FOR ANY LOST, STOLEN OR MISPLACED MAIL, PACKAGES OR OTHER ITEMS ADDRESSED TO MEMBER AT THE PREMISES AND MEMBER EXPRESSLY AND SPECIFICALLY WAIVES, AND AGREES NOT TO MAKE ANY CLAIM AGAINST HAYWARD COLLECTIVE ARISING FROM ANY LOST, STOLEN OR MISPLACED MAIL, PACKAGES OR OTHER ITEMS.
8. Taking Care of Our Property. You must take good care of all parts of the Hayward Collective’s premises, its equipment, fittings and furnishings, which are provided As-Is. You must not alter any part of it or them. You are liable for any damage caused by you or those on the premises with your permission or at your invitation, with the exception of normal wear and tear.
9. Office Furniture and Equipment. You must not install any furniture or office equipment, cabling, IT, or telecom connections without our consent, which we may refuse at our absolute discretion. In no event will Hayward Collective be liable for any damage or loss of personal property sustained by Member, unless as a result of the gross negligence of Hayward Collective.
10. Keys and Security. Any keys, fobs, or entry cards, which we let you use, remain our property at all times. You must not make any copies of them or allow anyone else to use them without our consent. Any loss must be reported to Hayward Collective promptly and you must pay the cost of replacement keys or cards and / or changing locks, if required. If you are permitted to use the premises outside normal working hours, it is your responsibility to lock the doors to your workspace and to the premises when you leave.
11. Comply with the Law. As a condition of Member’s use of the Services, Member will not use the Services for any purpose that is unlawful or that is prohibited by these terms, conditions and notices. Member will not use the Services in any manner that could damage, disable, overburden, or impair any Hayward Collective server, or the network(s) connected to any Hayward Collective server, or interfere with any other party’s use and enjoyment of any Services. Member will not attempt to gain unauthorized access to any Services, or accounts, computer systems or networks connected to any Hayward Collective server or to any of the Services, through hacking, password mining or any other means. Member may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services. Each of Hayward Collective and Member hereby represents and warrants that it has all requisite legal power and authority to enter into and abide by the terms and conditions of this Agreement and Community Standards and no further authorization or approval is necessary. Member further represents and warrants that its participation or use of the Services will not conflict with or result in any breach of any license, contract, agreement or other instrument or obligation to which it is a party. Members will not illegally consume any alcoholic beverages, use or be under the influence of any illegal or controlled substances on the premises.
12. Safe Workplace. To ensure that Hayward Collective maintains a workplace safe and free of violence for all employees, members, and guests, we prohibit the possession or use of dangerous weapons on its property. All Hayward Collective employees, members, and guests are subject to this provision, including contract workers and temporary employees as well as visitors and customers on Company Property. A license to carry a weapon does not supersede or preempt our policy. “Company property” is defined as all company-owned or leased buildings and surrounding areas such as sidewalks, walkways, driveways and parking lots under the company’s ownership or control. “Dangerous weapons'' include firearms, explosives, knives and other weapons that might be considered dangerous or that could cause harm.
13. Disputes. If Member wishes to dispute any portion of the fees, charges or other amounts applicable to Member, Member agrees to pay the undisputed portion when due and Member must give Hayward Collective written notice of the amount and reasons for any disputed portion within five business days or waive Member's right to dispute such fees, charges or other amounts.
14. Subordination. Your Agreement is subordinate to any lease, management agreement or occupancy agreement (collectively, the "Occupancy Arrangement") with our landlord and to any other agreements to which our Occupancy Arrangement with our landlord is subordinate.
J. MISCELLANEOUS
1. Non-Solicitation. You must not, and will cause your employees, consultants, and agents not to, on your behalf or on behalf of any other third party, induce, encourage, advise, or solicit any other person or entity to (a) leave Hayward Collective or any of its affiliate locations or (b) terminate, reduce, or suspend the person’s or entity’s membership, license, services, or business relationship with Hayward Collective or any of its affiliate locations.
2. Notices. All formal notices must be in writing. Member is responsible to keep updated address of record with Hayward Collective.
3. Information Disclosure. Hayward Collective reserves the right at all times to disclose any information about Member, its participation in and use of the Services as Hayward Collective deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Hayward Collective’s sole discretion.
4. Confidentiality. Each party acknowledges and agrees that in connection with this Agreement it may be exposed to Confidential Information of the other party. "Confidential Information" shall mean all information, in whole or in part, that is disclosed by a party or any person or entity using the Services or any employee affiliate, or agent thereof, that is non-public, confidential or proprietary in nature. Confidential information also includes, without limitation, information about business, sales, operations, know-how, trade secrets, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of a party, any analyses, compilations, studies or other documents prepared by a party or otherwise derived in any manner from the Confidential Information that the receiving party is obliged to keep confidential or knows or has reason to know should be treated as confidential. However, Confidential information shall not include (a) any information that is already public or becomes public through no fault of the receiving party; (b) information that, as of the time of receipt by the receiving party, is already known to or in the possession of the receiving party; (c) information that at any time is received in good faith by the receiving party from a third party who was lawfully in possession of the information and who had the right to disclose it;
(d) information that is disclosed to third parties by the disclosing party on a non-confidential basis; and (e) information that is independently developed by or on behalf of the receiving party without benefit of the transferred information.
Each party agrees to:
maintain all Confidential Information in strict confidence;
not disclose Confidential Information to any third parties; and
not use the Confidential Information in any way directly or indirectly detrimental to the disclosing party or any person or entity using the Services.
All Confidential Information remains the sole and exclusive property of the respective disclosing party. Member acknowledges and agrees that nothing in this Agreement or its participation or use of the Services will be construed as granting any rights to it, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property proprietary rights of Hayward Collective or any person or entity using the Services.
5. Severability. In the event that any provision or portion of this Agreement or the Community Standards is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement or the Community Standards shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.
6. Disclaimer of Warranties. EXCEPT AS SET FORTH IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HAYWARD COLLECTIVE PROVIDES THE SERVICES AND EQUIPMENT "AS IS" AND WITH ALL FAULTS, AND HEREBY DISCLAIMS WITH RESPECT TO THE SERVICES AND EQUIPMENT ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) WARRANTIES, DUTIES OR CONDITIONS OF OR RELATED TO: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF RESPONSES, RESULTS, WORKMANLIKE EFFORT AND LACK OF NEGLIGENCE. ALSO, THERE IS NO WARRANTY, DUTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, OR CORRESPONDENCE TO DESCRIPTION. THE ENTIRE RISK AS TO THE QUALITY, OR ARISING OUT OF PARTICIPATION IN OR THE USE OF THE SERVICES AND EQUIPMENT, REMAINS WITH MEMBER.
7. Waiver of Claims. To the extent permitted by law, you, on your own behalf and on behalf of your Authorized Users, employees, agents, guests and invitees, waive any and all claims and rights against us and our employees, affiliates, parents, shareholders, members, profits unit holders, successors and assigns, and each of our employees, assignees, officers, agents and directors, jointly and individually (collectively, the "Licensor Parties") resulting from injury or damage to, or destruction, theft, or loss of, any property, person or pet.
8. Limitation of Liability. The aggregate monetary liability, if any, of the Licensor Parties to you or your Authorized Users, employees, agents, guests or invitees for any reason and for all causes of action, will not exceed the total Contract Fees paid by you to us under this Agreement in the twelve (12) months prior to the claim arising. None of the Licensor Parties will be liable under any cause of action, for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption, loss of confidential or other information, personal injury, or loss of privacy, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of Hayward Collective, and even if Hayward Collective has been advised of the possibility of such damages. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. You acknowledge and agree that you may not commence any action or proceeding against any of the Licensor Parties, whether in contract, tort, or otherwise, unless the action, suit, or proceeding is commenced within one (1) year of the cause of action’s accrual. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
9. Indemnification. Member releases, and hereby agrees to indemnify the Licensor Parties from and against any and all claims, liabilities, and expenses including reasonable attorneys’ fees, resulting from any breach of this Agreement by you or your Authorized Users or your or their guests, invitees, pets or any of your or their actions, errors and omissions, willful misconduct or fraud in connection with the participation in or use of the Services. You are responsible for the actions of and all damages caused by all persons and pets that you, your Authorized Users or your or their guests invited to enter any of the Premises. You shall not make any settlement that requires a materially adverse act or admission by us or imposes any obligation upon any of the Licensor Parties without our written consent. None of the Licensor Parties shall be liable for any settlement made without its or their prior written consent.
10. Insurance. You are responsible for maintaining, at your own expense and at all times during the Term, personal property insurance and commercial general liability insurance covering you and your Authorized Users for property loss and damage, injury to your Authorized Users and your Authorized Users' guests and prevention of or denial of use of or access to, all or part of the premises, in form and amount appropriate to your business. You will ensure that the Licensor Parties shall each be named as additional insureds on the commercial general liability insurance policy and that under the property insurance policy you waive any rights of subrogation you may have against Licensor Parties or the landlord of the applicable premises. You shall provide proof of insurance upon our request.
11. Tenant must maintain a minimum of $1,000,000 in general liability insurance for any membership term of 30 days or more. The policy must list the tenant’s specific suite as the insured premises and name the following as both “Additional Insured” and “Certificate Holder”:
Southland Office Holdings, LLC
24301 Southland Dr., Suite 212A
Hayward, CA 94545
12. Notices. Any notices under this Agreement shall be delivered in person, by US mail, email, or facsimile or other such service to the party at the address listed on the Contract Summary. Any such notice shall be considered delivered upon delivery in person, by US mail, email, or facsimile or other such service.
13. Additional Terms.
This Agreement shall inure to the benefit of and bind the parties hereto and their successors, heirs, and assigns.
This Agreement shall constitute the entire Agreement between the parties.
This Agreement shall be governed by the laws of the City of Hayward, Alameda County, the State of California.
This Agreement may be amended or supplemented only by a written instrument signed by both parties hereto.
This Agreement may be executed in any number of identical counterparts each of which shall be considered an original but together shall constitute but one and the same Agreement.
The captions or paragraph headings are for the convenience and ease of reference only and shall not be construed to limit or alter the terms of this Agreement.
This Agreement may not be assigned to another party by Member, without the written consent of Hayward Collective, at its sole discretion.