LICENSE AGREEMENT
WITNESSETH
1. Host is the owner or occupant of the building or office space known as [LOCATION NAME] and located at [LOCATION ADDRESS] (the “Premises”) and Host has the legal right, or permission from the party with the legal right, to license one or more office spaces or desks to Guest.
2. Host and Guest have agreed to the Terms and Use (the “Terms of Use”) contained on the OfficeLet website (the “Website”) that is owned and operated by OfficeLet, Inc., a Maryland corporation (“OfficeLet”). Host and Guest hereby agree to be bound by the additional covenants, terms and conditions contained therein and in the event of any conflict between the terms of this License and the Terms of Use, the Terms of Use shall control. Host and Guest agree that OfficeLet is a third party beneficiary of this License.
3. Guest has applied for the use of one or more office spaces or desks (the “Licensed Desk”) located in the Premises pursuant to the Request for Desk (the “RFD”) submitted through the Website (which RFD is incorporated herein by reference and made a part hereof) and Host has agreed to license the Licensed Desk to Guest subject to the Terms of Use and the terms of this License.
4. Host hereby grants to Guest a temporary and revocable license to use the Licensed Desk and the services (the “Desk and Services”) described in Exhibit A, pursuant to the terms contained in this License. Beginning on the Start Date (as set forth in Exhibit A) Guest shall have the right, during regular business hours (as defined in Exhibit A), to make use of the Desk and Services for general business purposes. All such use of the Desk and Services shall not unreasonably interfere with Host’s (or any other Guest’s) use of the Premises or common areas servicing the Premises.
5. The initial term of this License shall be one (1) month commencing on the Start Date for each Desk and continuing for each successive month until terminated as provided in this License. Either party may terminate this License upon thirty (30) days written notice. Notice of termination shall be submitted on the Website by the terminating party and forwarded to the other party electronically. Guest shall vacate the Premises on or before the effective date of the termination of the License, and shall leave the Premises clean and in good order and condition and remove all personal property from the Premises. Any and all property issued to Guest or its employees by Host (including, without limitation, identification badges and keys to the Premises) shall be returned to Host immediately upon the effective date of the termination of the License.
6. Guest further acknowledges and agrees that this License may be revoked by Host at any time if Guest fails to adhere to the Ground Rules (which are set forth in Exhibit A) or any other term of this License after providing written notice to the Guest through the Website by Host and forwarded to the Guest. In such event, the Host shall reimburse the Guest a prorated amount of any License Fees (as defined herein and in the Terms of Use) paid for the remainder of the month and provide Guest a reasonable period to remove all personal property from the Premises.
7. In exchange for this License, Guest shall pay the License Fee and Service Fee for each Licensed Desk as set forth in the RFD and Exhibit A, each month, which shall be paid through the Website in advance of the first day of each month. Guest agrees that the License Fee and Service Fee shall be charged to Guest’s credit card automatically on the first day of each month of the License until this License terminated pursuant to the terms herein. If the effective date of the termination occurs on any day other than the last day of a calendar month, the Guest will receive a refund for the prorated License Fee and Service Fee for the days of the month remaining after the Guest vacates the Licensed Desk. The License Fee shall not be increased by the Host during the first three (3) months of the License Term. After the third Month of the License Term, Host may increase the License Fee by providing thirty (30) days written notice to Guest through the Website which notice will be forwarded to the Guest electronically. If Guest does not agree to the increase in the License Fee in the manner and time provided in the notice, such failure to agree shall be deemed Guest’s notice of termination of the License. Notwithstanding anything else contained herein, if during the initial day of the License term (the Start Date), Guest is not satisfied with the Licensed Desk for any reason, prior to midnight on the Start Date, Guest may elect to terminate this License and receive a refund of all License Fees and Service Fees paid, less a prorated amount for such one (1) day period.
8. Host will deliver the Licensed Desk in its present “as is” condition, however, Host will equip the Licensed Desk, with the equipment and supplies (if any) set forth in Exhibit A. The License shall not include any amenities or benefits for Guest’s employees or invitees unless otherwise set forth in Exhibit A. During the term of this License, in addition to the Services set forth in Exhibit A, Host shall provide Guest with lighting and electrical power for normal office use, heat, air conditioning, and janitorial services in reasonable quantities and during such reasonable times consistent with the current practices of the Premises. Host may relocate a Licensed Desk to another similarly situated and equipped Desk in the Premises at any time during the Term after reasonable advance notice to Guest.
9. Host shall have access to the Licensed Desk at all reasonable times, for the purpose of examining the Licensed Desk or making any alterations, repairs or improvements thereto which Host may deem necessary for the preservation of the Licensed Desk; provided, however, Host shall exercise reasonable efforts to avoid or minimize any interference with Guest’s business operations or use of the Licensed Desk. Guest shall not be permitted to make any alterations or improvements to the Licensed Desk or the Premises without the express prior written consent of Host.
10. Guest shall comply with all federal, state, and local laws, and shall abide by all rules, regulations and policies related to the Premises adopted by Host (including, without limitation, the House Rules), as the same may be revised from time to time.
11. The parties hereby acknowledge and agree that the rights conferred hereunder are a temporary and revocable license and not a lease, sublease or any other interest or tenancy in real property and that the license conferred herein is personal to the Guest and shall may not be sublicensed, assigned, transferred, or conveyed to any third party.
12. Host shall have no liability or responsibility to Guest and Guest shall have no claim against Host, for any damage including theft and vandalism or loss incurred by Guest with respect to property located in the Licensed Desk or the Premises, except as a result of the gross negligence or willful misconduct of Host. Guest agrees to indemnify, defend Host against, and hold Host harmless from, any loss, cost, damage, expense, and liability (including without limitation reasonable attorneys’ fees) arising (i) by virtue of any accident, damage or injury to persons or property which may be in or upon, or be placed in or upon, the Licensed Desk or the Premises, (ii) by reason of occupation of the Licensed Desk by Guest’s employees, invitees and agents, except for damage caused by the gross negligence and willful misconduct of Host, or (iii) by reason of Guest’s breach of any of the terms or conditions of this License, excluding, however, any such loss, cost, expense, claims or demands arising as a result of Host’ gross negligence or willful misconduct. The provisions of this Paragraph shall survive the expiration or earlier termination of this License.
13. This License: (a) contains the entire agreement between the parties relating to the subject matter hereof, and any modification shall be in writing and signed by the parties; (b) may not be assigned by Guest; (c) shall be binding upon and inure to the benefit of the parties and their respective successors and assigns; and (d) shall be governed by the laws of the State of Maryland, and without regard to conflicts of law principles, jurisdiction and venue for any action or claim arising hereunder shall lie exclusively in the courts of Baltimore City, Maryland. If Guest increases the number of Desks licensed from a Host, the applicable terms and conditions of this License shall apply to the additional Desks licensed.
14. Miscellaneous.
14.1. Severability. If any term or provision, or any portion thereof, of this License, or the application thereof to any person or circumstances shall, to any extent, be rendered invalid or unenforceable, the remainder of this License, or the application of such term or provision to persons or circumstances other than those as to which it is held specifically invalid or unenforceable, shall not be affected thereby, and each term and provision of this License shall be valid and enforceable to the fullest extent permitted by law.
14.2. Joint and Several Liability. If two or more individuals, corporations, partnerships or other business associations (or any combination of two or more thereof) shall sign this License as Guest, the liability of each such individual, corporation, partnership or other business association to pay the License Fee or other payments due hereunder and perform all other obligations hereunder shall be deemed to be joint and several, and all notices, payments and agreements given or made by, with or to any one of such individuals, business associations, corporations, or partnerships shall be deemed to have been given or made by, with or to all of them. In like manner, if Guest shall be a partnership or other business association, the members of which are, by virtue of any statute or federal law, subject to personal liability, the liability of each such member shall be joint and several.
14.3. Waiver of Jury Trial. Guest and Host both hereby expressly waive a trial by jury of any or all issues arising in any action or proceeding between the parties hereto or their successors and assigns, under or connected with this License, or any of its provisions.
14.4. Brokers. Guest represents and warrants that no broker negotiated this License and that no broker is entitled to any commission in connection with this License.
IN WITNESS WHEREOF, the parties have executed this License as of the date first written above.
Host: [HOST NAME]
By: ________________________________
Guest: [GUEST NAME]
By: ________________________________
Exhibit A
Space and Services
Regular business hours currently defined as [HOURS OF OPERATION], subject to change.