THE COMMONS

157 East 86th Street

New York, NY, 10128

LICENSE AGREEMENT - UPDATED 3/15/2017

This is a License Agreement (“Agreement”) between Kent Street Commons LLC (“The Commons” “we” “us” or “our”) and you, the Licensee (“you” or “your”). The Commons leases the 5th floor (the “Premises”) of the building (the “Building”) known by the street address 157-161 EAST 86TH STREET, NEW YORK, NY 10128 pursuant to a Lease (as amended, supplemented or otherwise modified from time to time, the “Lease”) with the owner of the Building (the “Landlord”). The parties wish to provide for the granting of a revocable license by The Commons to you to use a workspace at the Premises, consisting of a desk and chair, team room, or office(s), for the periods and upon the terms described in your Membership Plan (the “Workspace”), and to use, in common with other occupants of the Premises, the common areas, kitchen, restrooms, network, and related services upon the terms and conditions set forth in this Agreement.

The Commons and Licensee agree as follows:

 

  1. WORKSPACE. Subject to the other terms and conditions of this Agreement, The Commons grants to you (a) a revocable license to use an available Workspace solely for general office use in the conduct of your business, as appropriate given your Membership Plan, and (b) the right to use, in common with others, the common areas of the Premises for their intended use, including the hallways, bathrooms, conference room(s) (per your Membership Plan), and reception area, if any, and (c) the right to use high-speed internet service and other available business services, as appropriate given your Membership Plan.  You accept the Workspace in its “as is” condition.

  1. MEMBERSHIPS. Membership Plan options include dedicated desks, open coworking, part-time coworking, day passes, offices, team rooms, and other options. Such options may be amended at any time by The Commons in its sole discretion. The Membership Plan you have selected includes certain rights and privileges related to the Workspace, including hours of access and allocations relating to conference room use and printing services, specific to that membership level and specified at www.thecommonsnyc.com. You agree to comply with and abide by the terms of your Membership Plan.

  1. PAYMENTS. By signing up for a membership or other service, you agree to pay The Commons fees at the Rate listed on our website for your Membership Plan at the time you signed up, on a recurring basis, and in addition to such amount, you agree to pay, on demand, all additional charges and fees provided in your Membership Plan, any amounts payable to us for rendering services that are outside your Membership Plan that you have requested (which services we may provide at our election), and in addition to such amounts, all applicable governmental taxes, including, but not limited to, New York State sales tax (collectively the “License Fees”). Following execution of this Agreement, you shall pay, upon your Start Date, the License Fees for a full membership period as appropriate given your Membership Plan. You acknowledge and agree that the payment method provided by you may be automatically charged the License Fees and any other amounts you may incur or be liable for (including for damages caused by you to the Workspace, the Premises, the Building or our property) in connection with your use of the Workspace and Premises. You must keep your payment information up-to-date and accurate. Recurring fees, which may include recurring License Fees and any other recurring fees you have agreed to pay in connection with the Workspace, will be charged in advance on the same day of each successive month, if applicable, unless we notify you otherwise. You will pay any non-recurring additional fees incurred by you within 10 days of being billed, or we may charge same against the payment method provided by you. If payment for your License Fees or any other accrued and outstanding fee is not made within ten (10) days of when such payment is due, you will be responsible for paying a late charge equal to ten percent (10%) of the overdue balance.  Your use of the Workspace may be immediately suspended or terminated, at our option, if for any reason any License Fees or other payment(s) due from you are not paid on the due date thereof. The License Fees applicable to your account may be subject to modification from time to time, and such modifications will become effective upon your next subscription period following notice of such change, such as the following month or day, as applicable. Your continued use of the Workspace following notice of any such modifications, and through the next payment date, constitutes your agreement to such modified fees. You may at any time cancel your account as set forth below if you do not agree to any modified fees.

  1. COMMENCEMENT & TERMINATION. This license shall commence on the date you (a) listed as the Start Date, if available, or (b) initiated your Membership Plan and end on the last day of your membership period or, if you have a recurring membership period, continue for the period provided in your Membership Plan on a recurring basis, subject to termination or revocation has hereinafter provided. The Commons shall not be liable to you for any inability to deliver access to the Workspace or, if applicable, a dedicated desk, on the Start Date due to reason(s) outside of its control. In such event, this Agreement shall remain in full force and effect except that the Start Date shall become that day upon which The Commons is able to deliver possession. So long as you are not otherwise in default under this Agreement, any amounts due other than the Deposit shall be abated until the new Start Date. Each of us shall have the right to revoke and terminate this Agreement by (a) delivering to the other party written notice of its/his/her election to revoke this Agreement, or (b) cancelling via The Commons website, in which event this Agreement shall terminate on the last day of the membership period in which the termination notice was delivered. In the case of Membership Plans associated with dedicated, private, or reserved spaces such as dedicated desks, team rooms, or offices, cancellation is effective thirty (30) days following delivery of written notice, irrespective of timing of the membership period. Notwithstanding the foregoing, upon the occurrence of an Event of Default, this Agreement shall terminate automatically. All fees paid are non-refundable. Before the termination or revocation of this Agreement or the end of your membership period, as the case may be, you will vacate the Workspace and the Premises, deliver all Access Devices (defined in Section 11) to The Commons, and remove all of your personal property and equipment from the Workspace and the Premises. Any personal property or equipment left in the Workspace or the Premises by you after the termination of this Agreement will be deemed to have been abandoned, and we may keep such property, destroy it or dispose of it in any way.

  1. DAMAGE. You may be held liable (and do hereby authorize us to charge you) for the repair cost for all damage to the Building, our Premises and the property therein caused by you, your guests, or your invitees.

  1. DEFAULT. You shall be deemed to have defaulted under this Agreement if (i) you fail to pay any License Fee or other amounts owed to The Commons as and when the same shall become due and payable hereunder, or (ii) you fail to perform or comply with any of the other terms and conditions of this Agreement, including the House Rules (hereinafter defined) (each of the foregoing, an “Event of Default”). Upon the occurrence of an Event of Default, this Agreement shall terminate automatically.

  1. REMEDIES. Upon termination of this Agreement pursuant to Section 6 above, (a) The Commons may immediately exercise any and all rights and remedies available at law or in equity and, without limiting the foregoing, may (i) deny you access or entry to the Workspace; (ii) take possession of a dedicated desk, if applicable and remove the contents thereof; (iii) permit others to use your dedicated desk, if applicable; and (iv) subject to Section 8 hereof (Deposit), retain all or any portion of the Deposit; and (b) you shall have no further right to use or occupy the Workspace and all rights to services hereunder shall terminate. You understand, acknowledge and agree that The Commons shall not have any duty to provide any notice or make any demand, or seek or pursue any court orders or other legal process before pursuing any of the above remedies.  

  1. DEPOSIT. Following the execution of this Agreement and upon your Start Date, you shall deposit with The Commons a Deposit in the amount set forth on our website at the time you signed up as security for your compliance with the terms and conditions of this Agreement. You shall not be entitled to use the Deposit as payment for a License Fee or any other charge or service. In the event you default in the performance of any of the terms or conditions of this Agreement, including, without limitation, the payment of the License Fee, The Commons may use, retain or apply all, or any portion, of the Deposit for the payment of any sums as to which you are in default or for any sum which The Commons may expend by reason of your default, including reasonable attorneys’ fees. If you fully comply with all of the terms and conditions of this Agreement, the Deposit shall be returned to you, without interest, following the termination of this Agreement. In the event of any transfer by The Commons of its interest in this Agreement to a third party transferee, including, without limitation, in connection with a sale, transfer or assignment of the Lease or the Building, The Commons may transfer the Deposit to such transferee, and The Commons shall thereupon be released from any and all liability for the return of the Deposit, and you shall look solely to such transferee for such purpose. You shall not assign or encumber, or attempt to assign or encumber, any of the monies deposited for the Deposit.

  1. TELEPHONE SERVICE. Regarding telephone, VOIP, or fax services provided by The Commons, if any, you agree to comply with federal, state, and all other governmental regulations and laws pertaining to unsolicited telephone calls and fax transmissions. You understand that such service is an inherently complex service with many points of failure and that there may be outages or periods of low voice quality. You agree that any such failures, outages, or periods of low voice quality shall not entitle you to a reduction in your License Fee, and that neither The Commons nor the Landlord nor any of their officers, directors, members, employees, shareholders, partners, agents or representatives shall be responsible for any damages, direct or consequential, that may result from any such failures, outages, or periods of low voice quality.  

  1. HIGH-SPEED INTERNET SERVICE. You shall not transmit bulk email in any form over the high-speed internet service provided by The Commons. The Commons shall be entitled to monitor outgoing and incoming traffic to ensure compliance with this Agreement. You agree to comply with federal, state, and other governmental regulations and laws concerning unsolicited email transmissions. You understand that internet service is an inherently complex service with many points of failure and that there may be outages or periods of slow transfer speed. You agree and understand that The Commons may adjust high-speed internet service settings, speeds, and parameters as needed, or renew passcodes or licenses as required in its sole discretion. You agree that any such adjustments, alterations, settings, failures, outages, or periods of low transfer speed shall not entitle you to a reduction in your License Fee, and that neither The Commons nor the Landlord nor any of their officers, directors, members, employees, shareholders, partners, agents or representatives shall be responsible for any damages, direct or consequential, that may result from any such adjustments, alterations, settings, failures, outages or periods of slow transfer speed. Furthermore, you acknowledge that you have no expectation of privacy with respect to The Commons’ internet connection, networks, telecommunications systems or information processing systems (including any stored computer files, email messages and voice messages), and your activity and any files or messages on or using any of those devices or systems may be monitored at any time without notice, including for security reasons and to ensure compliance with our policies, regardless of whether such activity occurs on equipment owned by you or us.

  1. PASSWORDS & KEYCARDS. You agree not to reveal your account password, network passwords and logins, or transfer your keycard, electronic access application or phone, or other access device or credentials to anyone else, and you shall not make any copies of any keys, keycards, or other means of entry to the Premises (each, an “Access Device”) or use your Access Device to remotely allow anyone else access to the Premises. You are responsible for maintaining the confidentiality of your passwords and security of your Access Device. You must promptly notify us if you suspect your passwords or Access Device have been compromised. Access Devices remain our property, and you must return them immediately upon termination or expiration of your membership. Any electronic access mechanisms or applications will be invalidated upon termination or expiration of your membership. At our sole discretion, you may be charged a replacement fee for any lost or damaged Access Devices.

  1. SOFTWARE & TECHNOLOGY. We or a third party affiliate or platform may need to install software onto your computer, tablet, mobile device or other electronic equipment to provide you with services, including but not limited to access to the Workspace, printer, copier, and scanner. You acknowledge that your refusal to install such software may affect your ability to properly receive the services you have purchased. At our discretion, we may also provide you with technical support at your request. You agree that we (a) are not responsible for any damage to any of your electronic equipment or systems related to such technical support or software installation; (b) do not assume any liability or warranty in the event that any manufacturer warranties are voided; and (c) do not offer any verbal or written warranty, either expressed or implied, regarding the success of any technical support.

  1. UTILITIES. You acknowledge that the Workspace is designed to provide standard office use electrical facilities. You shall not use any equipment or devices that utilize excessive electrical energy or which may, in the opinion of The Commons or Landlord, overload the wiring or interfere with electrical service within the Premises or the Building or violate any law, ordinance or rule or regulation of any utility company or governmental agency or authority. You acknowledge that electrical power fluctuates during normal usage and you agree that it shall be your responsibility to supply your own surge protectors and any other necessary equipment, if any, for protection of your equipment against spikes or dips in electrical power. You agree that The Commons is not responsible for any damage to equipment suffered as a result of normal or abnormal electrical conditions.

  1. BUSINESS HOURS. “Regular Business Hours” are from 9:00 a.m. to 6:00 p.m. on Regular Business Days, with the exception of days prior to local bank/government holidays, when Regular Business Hours end at approximately 3:00 p.m. “Regular Business Days” are all weekdays, except local bank/government holidays and up to three other days during the year of which we will inform you. Regular Business Hours and Regular Business Days may be changed or amended by The Commons, effective immediately, by our providing written notice. Access outside of Regular Business Hours or Regular Business Days may be offered by The Commons to members subscribed to certain membership plans, however The Commons is not required during such hours to provide all perks, services, or peripherals usually associated with such memberships (e.g. brewed coffee, heating, ventilation, or cooling). The Commons may elect, in its own discretion, to curtail or change after-hours access, perks, and availability, effective immediately upon written notice.

  1. MAIL. Subject to availability, you may elect to receive mail and packages at the Workspace. If you have elected to have this service, The Commons will accept your mail and deliveries during Regular Business Hours on Regular Business Days. The Commons has no obligation to store such mail or packages for more than thirty (30) days of receipt or if The Commons receives mail or packages following the termination of your membership or subscription to mail services. This feature is meant to allow you to accept business correspondence from time to time. It is not meant for an address for the receipt of merchandise, junk mail, or personal goods. As such, we have no obligation to accept bulk or oversized mail or packages and we will not accept certified or registered mail on your behalf. The Commons may elect, in its own discretion, to suspend or terminate such services, effective immediately upon written notice, or to require documentation or identification in order to initiate or continue such services. Neither The Commons nor the Landlord nor any of their officers, directors, members, employees, shareholders, partners, agents or representatives shall be responsible for the condition of any items, including fragile or delicate items, or for any damages, direct or consequential. You acknowledge that neither The Commons nor Landlord bears responsibility for repair or replacement of any goods shipped to the Workspace or Building. The Commons does not represent that use of a mailbox, listing on its registry or the building registry, or purchase of the Virtual Membership or similar products is sufficient to satisfy any legal or license requirements and shall have no responsibility or liability of any kind if its services are used for these purposes.

  1. ASSIGNMENT & RESTRICTIONS. You may not assign this Agreement, sublicense the Workspace or any part thereof, or otherwise permit any other person or entity to use or occupy the Workspace or any part thereof (other than permitted invitees visiting you while you are present at the Workspace). The Commons may freely assign this Agreement and/or any fees payable hereunder. The license is specific to you and you cannot share space, divide hours or days, or add additional members to your same account or share account credentials with any other individual or entity. Furthermore, you must not use the Workspace for “retail” or “medical” use or in any other manner involving frequent use by or visits from members of the public.

  1. RELOCATION. If you are assigned a Dedicated Desk, team room, private office, or similar reserved or private space, The Commons shall have the right to relocate you to other substantially equivalent space within the Premises; provided that you shall be entitled to not less than three (3) business days’ prior written notice thereof. The Commons may not increase the License Fee solely as a result of any such relocation. The Commons also reserves the right to discontinue certain offerings or to change the number of such offerings at any time, including Dedicated Desks, team rooms, private offices, or similar spaces.

  1. ALTERATIONS. The Commons shall have the sole and exclusive right to make any change, alteration, or improvement to the Workspace and Premises, and to perform work of any kind or nature in and to the Workspace or Premises, whether it is of a structural or non-structural nature. You may not make any changes, alterations, or improvements to the Workspace, Premises, or Building.

  1. SIGNS. You shall not place or allow any signs to be placed on the Workspace, the Premises, or the Building without the prior written consent of The Commons.

  1. SUBORDINATION. This Agreement, and your rights under this Agreement, are subject and subordinate in all respects to the Lease, any present or future underlying lease, and all present and future mortgages in any way relating to the Building, including, without limitation, all renewals, extensions, supplements, modifications, consolidations, refinancings, replacements and advances thereof.  This Section is self-operative and no further instrument of subordination is required.  You shall, within 10 days following receipt of The Commons’ request therefor, sign and deliver to The Commons an instrument evidencing such subordination.  In the event of any termination of the Lease, this Agreement shall automatically terminate and you shall immediately vacate the Workspace and remove your property therefrom.

  1. NO INTEREST IN REAL PROPERTY. This Agreement is not intended to create, and shall not create, any interest in real property in favor of you, but merely creates a license in accordance with the terms hereof, and you hereby waive any notice to quit, notice to vacate, notice of intent or similar notice that would otherwise be required by law if any interest in real property were created by this Agreement. The parties agree that there exists no landlord/tenant relationship between the parties hereto. This Agreement is non-exclusive, revocable at-will by The Commons, and non-transferable by you. 

  1. NOTICES. Any notice to be given under this Agreement shall be in writing and shall be delivered (a) in person, or (2) sent by registered or certified mail, return receipt requested, or (3) sent by nationally recognized overnight courier, addressed to the parties at the Building, or (4)  transmitted via email to The Commons at [email protected] and to you at the email address entered in our sign up process. Each party may designate in writing any other address to which such party's notice is to be sent. Any notice shall be deemed given upon delivery if in person, or three (3) days after being sent by certified or registered mail, or the next day if sent by overnight courier, or upon successful email transmission.

  1. NO BROKER. Each party represents and warrants to the other party hereto that it has not had any dealings with any real estate agent or broker in connection with this Agreement, and each party agrees to indemnify, defend and hold the other party harmless from and against any claims for any brokerage commissions and any other liabilities, costs or expenses (including, but not limited to, attorneys’ fees and expenses and court costs) incurred by the other party as a result of any claim made against the other party which is based upon a breach of said representation by such party.  

  1. INDEMNIFICATION. To the extent permitted by law, you shall defend, indemnify, and hold The Commons and Landlord, and each of their respective members, officers, partners, principals, directors, shareholders, employees, servants, and agents (collectively, the "Indemnified Parties") harmless, from and against any and all suits, claims, causes of action, liabilities, losses, costs, damages and expenses of whatever kind (including, but not limited to, attorneys’ fees and expenses and court costs) arising in any manner, directly or indirectly, out of or in connection with (i) your use or occupancy of the Workspace, the Premises or the Building; or (ii) any other acts or omissions by your or your partners, members, directors, officers, employees, agents, invitees, guests or contractors; to the extent such suits, claims, causes of action, liabilities, losses, costs, damages and expenses do not arise from the negligence of The Commons.

  1. NO WARRANTIES; CASUALTY CONDEMNATION. The Commons does not warrant that any system or service to be provided by The Commons hereunder (a) will be adequate for your particular purposes or (b) will be free from interruption or reduction. Such systems and services, including, without limitation, access, may be interrupted or reduced by reason of repairs or changes which are, in The Commons’ or the Landlord’s judgment, necessary or desirable, or which are beyond Landlord’s or The Commons’ control. Such interruption or reduction shall not, unless otherwise provided in this Agreement (i) constitute a breach or default of this Agreement or disturbance of your use of the Workspace, (ii) entitle you to any compensation or abatement of the License Fee, (iii) relieve you from any obligation under this Agreement, or (iv) impose any obligation or liability on The Commons by reason of such inconvenience or annoyance to you, injury to or interruption of your business, or otherwise. You expressly waive and agree not to make any claim for damages, either direct or consequential, against The Commons or the Landlord arising out of any failure of The Commons to furnish any utility, service or facility, any error or omission with respect thereto, or any delay or interruption of the same. The Commons may by notice suspend the provision of services (including access to the Workspace and Premises) for reasons of political unrest, strikes, terrorism, Acts of God or other events beyond The Commons’ or Landlord’s reasonable control. This Agreement shall automatically terminate if the Workspace is rendered unusable as a result of a fire, other casualty or a condemnation. As between The Commons and Licensee, all proceeds of any condemnation award shall belong to The Commons and all insurance proceeds of The Commons shall be retained by and belong to The Commons. 

  1. LIABILITY & PROPERTY. To the extent permitted by law, neither The Commons nor the Landlord shall be liable for, and you waive all right of recovery against The Commons and/or the Landlord for, any loss, claim, damage, cost, expense or other liability with respect to any injury to person or damage, theft, loss, or destruction of any of your property or the property of your employees, authorized persons and invitees due to any act, omission or occurrence in or about the Workspace, the Premises or the Building. The Commons does not provide security service and is not responsible for any property you leave behind in the Workspace, including property left upon desks or within lockers, mailboxes, or filing cabinets. It is your responsibility to ensure that you have retrieved or secured all of your personal items prior to leaving. You are responsible for arranging insurance for your personal property against all risks and for your liability to and for your employees and third parties. No member, manager, director, or officer of The Commons or the Landlord shall have any personal liability with respect to any of the terms and obligations of this Agreement or your use of the Workspace or Premises.

  1. COMPLIANCE WITH LAW. You shall not conduct, or permit to be conducted by any of your agents, servants, or guests, any illegal activity at the Workspace, the Premises or the Building.

  1. OFFENSIVE ACTIVITY. You shall not conduct, or permit to be conducted, at the Workspace, the Premises or the Building, any illicit activity or other activity that is generally regarded as offensive to other people, including, without limitation, nuisance or disruptive behavior, involvement in hate groups, activity involving pornographic or sexually explicit material, and activity involving obscenities, whether written or oral. You must not directly or indirectly take, copy or use any information or intellectual property belonging to other members or member companies or any of their guests, including without limitation personal names, likenesses, voices, business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property, or modified or altered versions of the same. The Commons reserves the right to discontinue your membership because of offensive activity at any time, effective immediately.

  1. CONFERENCE ROOM & PRINTING: . Your Membership Plan may include certain allocations for use of the conference room and printer/scanner/copier. We do not guaranty that any conference room is available at those times and dates that you wish to reserve it and we are not responsible for any conference room allocations that you are unable to use during your membership term. We reserve the right to charge additional fees for use of the conference room and printer/scanner/copier in excess of your allocation. These additional costs will be listed on the House Rules posted on The Commons internal member website at https://thecommonsnyc.com/en/page/house-rules and added to your invoice when the charges are incurred. Conference room hours do not roll over from month to month and use of any conference room must be according to the House Rules.

  1. OTHER MEMBERS. We do not control and are not responsible for the actions of other members, occupants or any other third parties. If a dispute arises between members or their invitees or guests, we shall have no responsibility or obligation to participate, mediate or indemnify any party.

  1. PUBLICITY. At any time and from time to time, The Commons shall be permitted to include announcements or other statements on its websites or in any other publications publicizing the fact that you have been granted a license by The Commons to use the Workspace. You may not take, copy or use for any purpose the name “The Commons” or any of our other business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property or modified or altered versions of the same, or take, copy or use for any purpose any pictures or illustrations of any portion of any The Commons properties, without our prior consent.

  1. RULES & REGULATIONS. You agree to abide by the Building rules and regulations and by the rules and regulations adopted by The Commons, as may be reasonably modified by The Commons from time to time (the “House Rules”). The Commons’ House Rules govern the expected behavior in the Workspace and the common areas of the Premises and can be found at https://thecommonsnyc.com/en/page/house-rules. The House Rules are hereby incorporated into this Agreement.

  1. EXPENSES. You agree to pay all costs and expenses (including, without limitation, attorneys’ fees, disbursements and court costs) expended or incurred by The Commons in connection with the enforcement of this Agreement, the collection of any sums due hereunder, any action for declaratory relief in any way related to this Agreement, any action or proceeding to remove you from possession of the Workspace, and/or the protection or preservation of any rights of The Commons hereunder.

  1. GOVERNING LAW; JURY TRIAL. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to applicable conflicts of laws principles.  Each party hereby waives trial by jury in any proceeding, action or counterclaim that may hereafter be instituted against it on any matter whatsoever arising out of or in any way connected with this Agreement, the relationship of the parties, and your use or occupancy of the Workspace or Premises.  The sole venue of any such lawsuit, claim, cross-claim, action or proceeding shall be solely in New York County of the City of New York.  Notwithstanding the foregoing, The Commons may enforce any judgment against you in any venue in which your property may be located.

  1. SEVERABILITY. If any provision of this Agreement or the application thereof shall, for any reason and to any extent, be invalid or unenforceable, neither the remainder of this Agreement nor the application of the provision to other persons, entities or circumstances shall be affected thereby, but instead shall be enforced to the maximum extent permitted by law.  

  1. BINDING EFFECT. This Agreement and the covenants, obligations and conditions contained herein, shall be binding upon and inure to the benefit of the heirs, legal representatives, successors and permitted assigns of the parties hereto.  

  1. SURVIVAL. Sections 3, 4, 5, 6, 7, 8, 20, 21, 23, 24, 26 and 28 shall survive any termination of this Agreement.

  1. NON-WAIVER. All waivers must be in writing and signed by the waiving party. The Commons' failure to enforce any provision of this Agreement or its acceptance of any payments shall not be a waiver and shall not prevent The Commons from enforcing any provision of this Agreement in the future. The receipt or acceptance by The Commons of amounts payable hereunder with knowledge of an existing default by you shall not be deemed a waiver of such default by The Commons, and shall not be deemed to extend, continue, reinstate or renew your membership.  

  1. SOLE AGREEMENT. This Agreement and any attachments hereto supersede any prior agreement between the parties relating to the subject matter hereof, and embodies the entire agreement between you and The Commons relating to the subject matter hereof. This Agreement may not be modified, changed, altered or amended in any way except by a written document signed by the parties hereto.

  1. OFAC. You hereby represent and warrant that you are not, nor will you be at any time while you are a member, an entity or individual listed on the Specially Designated Nationals and Blocked Persons List published by the U.S. Department of Treasury, as updated from time to time.

  1. ACCESS.  The Commons and the Landlord and each of their representatives and designees each have the right to enter into the Premises and any part thereof, including the Workspace, from time to time to inspect, to make repairs and replacements, to clean, and for other purposes.

  1. AGREEMENT AS LICENSE.  Notwithstanding anything to the contrary contained herein, it is expressly agreed and understood as follows: (i) this Agreement is a license and not a lease; (ii) this Agreement may be terminated by, and is revocable at will by, the The Commons; (iii) you shall not have any exclusive possessory right or interest in the Workspace or Premises; (iv) this Agreement shall be non- transferable by you; (v) you shall have limited access to the Workspace, as appropriate given your Membership Plan; (vi) The Commons shall have the right to deny access to the Workspace and exercise other self-help remedies to enforce its rights hereunder without court approval or other legal process; (vii) you shall not bring any action against The Commons or any other party or interpose any defense against The Commons or any other party based upon any theory that this Agreement (or any term hereof) constitutes a lease or otherwise creates a landlord/tenant relationship; (viii) you expressly waive any substantive or procedural rights that you may have that are predicated upon the rights of a tenant of real property; (ix) the Agreements by you contained in this Section are a material inducement for The Commons to enter into this Agreement; and (x) in the event that this Agreement is for any reason deemed by a court, arbitrator, tribunal, governmental authority, regulatory authority or quasi-governmental or regulatory authority to constitute a lease, The Commons shall be entitled to all of the rights and remedies of a landlord or sub-lessor of real property available under applicable law, you shall have no right to assert any counterclaim in any expedited proceeding, and you waive all rights of redemption.
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