This Platform 24 MEMBERSHIP AGREEMENT (this “Agreement”), effective as of the date executed (the “Effective Date”) by the undersigned member (the “Member”), is made by and between Platform 24, (“We”, “us” or “Platform 24”) and the undersigned Member.
The Platform 24 Services.
Services. Subject to the terms of this Agreement, Platform 24 shall provide Member the following services (the “Services”): (a) access to the general co-working, work station and/or office space specified in the Membership Details Form attached hereto (the “Office Space”) in the space in which the Office Space is located (the “Premises”); (b) regular maintenance of the Office Space; provided, however, Platform 24 shall not be responsible for any damage to the Office Space exceeding normal wear and tear, which such damage shall be the exclusive responsibility of Member; (c) furnishings for the Office Space of the quality and in the quantity typically provided to other office spaces or work stations, as determined by Platform 24 in its sole discretion; (d) access to and use of the shared Internet connection; (e) use of the printers/copiers/scanners; (f) subject to availability, use of the conference rooms in any of Platform 24’s locations during such building’s Regular Business Hours on regular business days; and (g) heat and air-conditioning in the Office Space during Regular Business Hours.
Permitted Use. The Office Space shall be used solely for general business office and networking purposes, and for no other purpose without Platform 24’s prior written consent.
Regular Business Hours. While Members may access Platform 24 at any time, Platform 24’s regular business hours are all weekdays from 9:00 a.m. to 6:00 p.m., except (a) U.S. federal holidays; and (b) any dates and times during which Platform 24 hosts an event or events in the Premises (“Regular Business Hours”).
Member List and Updates. Member is responsible for maintaining the accuracy of the names of individuals on the list of individual members (the “Member List”) included in the Membership Details Form attached hereto. If Member wishes to change or amend the Member List, before such changes take effect, the Member shall notify Platform 24 via electronic mail to request such change(s). Only those individuals set forth on the Member List in the Membership Details Form attached hereto or otherwise contained within Platform 24’s records will be entitled to the benefits of the Services or access to the Premises. If the number of individuals on the Member List exceeds the number allocated to Member on the Membership Details Form or otherwise contained within Platform 24’s records, then the Member shall pay an additional fee for each such additional individual on the Member List. Platform 24 reserves the right to approve Members and limit the number of additional individuals included in the Member List.
Reservation of Rights. Platform 24 is entitled to access the Office Space and/or the Premises, with or without notice, for maintenance, safety or emergency purposes. During such occurrences, Platform 24 may temporarily move furniture contained in the Office Space and/or Premises. Platform 24 reserves the right to move or alter the Office Space and Premises. Platform 24 may modify or reduce the list of Services at any time, with prior notice. The Services may be provided by Platform 24, an affiliate or a third party.
Security Deposit [FOR MEMBERS SECURING OFFICE SPACE ONLY]. Prior to or on the Effective Date, Member may be required to submit a security deposit to Platform 24 in such amount as indicated in the Membership Details Form attached hereto, which security deposit shall not be a reserve from which any Membership Fees may be paid. The security deposit, if any, shall be returned to Member no later than thirty (30) days following the termination of this Agreement, subject to the complete satisfaction of Member’s obligations under this Agreement, and less any costs of repair to the Office Space (ordinary wear and tear excepted) and less Platform 24’s actual fees incurred in the processing of the security deposit and its return.
Membership Fee. As consideration for the provision of Services hereunder, the Member shall pay Platform 24 a monthly fee (the “Membership Fee”) in that amount as indicated on the Membership Details Form attached hereto, which shall be due and payable on the Effective Date and each monthly anniversary thereof. Platform 24 accepts payment of all amounts required by this Agreement by credit card payment. Member shall promptly inform Platform 24 of any changes to the use of any credit card for the payment of Membership Fees hereunder. The Membership Fee is subject to increases at the conclusion of any month during the Term (as defined herein), in Platform 24’s sole and exclusive discretion. Platform 24 shall have the right to withhold any Services or terminate this Agreement if any outstanding Membership Fees or other amounts required to be paid hereunder are due and have not been paid or if Member or any individual on the Member List does not otherwise comply with the terms of this Agreement.
Term and Termination. The initial term of this Agreement shall begin on the Effective Date, continue for one (1) month thereafter, and shall automatically renew for successive one (1) month periods (the “Term”). Either party shall have the right to terminate this Agreement, for any reason or for no reason, by providing the other party with thirty (30) days written notice of such party’s intent to terminate this Agreement. Immediately upon termination of this Agreement, the Member shall remove all of Member’s property (including the property of all individuals on the Member List) from the Office Space and Premises. If Member fails to remove any such property within three (3) days of the termination of this Agreement, then Platform 24 shall have the right to dispose of any property remaining in such Member’s Office Space or the Premises, without any obligation to store such property, and in such event, Member hereby waives any claims or demands regarding such property whatsoever.
Platform 24 Rules. Member shall, and shall cause each individual on the Member List to, abide by and adhere to any other rules and regulations governing the use of the Office Space and Premises as determined by Platform 24 (the “Rules”), in Platform 24’s sole discretion, which Rules may communicated to Member by electronic mail, posted in the Office Space or Premises, or by any other means as reasonably determined by Platform 24. Platform 24 shall have the right to add, delete or amend the Rules at any time, at Platform 24’s sole and absolute discretion.
Prohibitions. No Member or any individual on the Member List shall: (a) perform or conduct any activity that is reasonably likely to be disruptive or dangerous to other members of Platform 24, their guests, the Office Space, the Premises or any other property; (b) use the Services to conduct or pursue any illegal activities; (c) attach or affix any items to the walls, install antennas, or telecommunication lines or devices in the Office Space or Premises or bring additional furniture into the Office Space, without Platform 24’s prior written consent; (d) take, copy or otherwise misappropriate any information belonging to any other member of Platform 24; (e) use the names “Platform 24” or any Platform 24 brand or logo, or use pictures or illustrations of the Office Space, the Premises or any building or other space owned or leased by Platform 24 in any advertising, publicity or other purpose, without Platform 24’s prior written consent; or (f) lend, share or transfer access to the Premises, or create any other means of entry to the Office Space or Premises to any third party.
Limitation of Liability; Indemnification.
Limitation of Liability. Platform 24’s total liability to Member, all individuals on the Member List and any and all guests and invitees of Member, for any reason and for all causes of action, shall not exceed the total amount of Membership Fees paid by Member in the one (1) month before the events giving rise to the claim. Platform 24 shall not be liable to Member, any individual on the Member List or any guest or invitee of Member, under any cause of action, for any indirect, special, incidental, consequential, or punitive damages, including loss of profits or business interruption. The Member or any individual on the Member List shall not commence any action, suit or proceeding against Platform 24, whether in contract, equity, tort, or otherwise unless such action, suit, or proceeding is commenced within one (1) year of the accrual of such cause of action.
Indemnification. Member shall indemnify and hold harmless Platform 24 and Platform 24’s employees, directors, and agents from and against any and all claims, liabilities, loss, and expenses including reasonable attorneys’ fees, resulting from any (i) breach of this Agreement by Member, any individual on the Member List, any guests or invitees of Member, or any individual(s) gaining access to the Premises or Services using access provided to Member; and (ii) any negligent act or omission of Member, any individual on the Member List or any guests or invitees of Member with respect to the Office Space and Premises.
Relationship of the Parties. The parties hereto agree and acknowledge that (i) the relationship between Platform 24 and Member shall not be considered that of landlord-tenant or lessor-lessee and this Agreement shall in no way shall be construed as to grant Member or any individual on the Member List any title, easement, lien, possession or other rights in Platform 24, Office Space, Premises or any other property owned or leased by Platform 24; and (ii) the Agreement creates no tenancy interest, leasehold estate, or other real property interest.
Governing Law; Dispute Resolution. This Agreement shall be governed by the laws of the State of Indiana, without effect to any conflict of law principles. Any dispute between (i) Platform 24; and (ii) Member, any individual on the Member List or any invitee or guest of Member, shall first be attempted to be resolved by good-faith negotiation between the relevant parties. If the negotiation required in the immediately-preceding sentence fails for any reason, then any action or proceeding (if any) shall be brought in the state courts located in Marion County, Indiana. The Member and any individual on the Member List hereby irrevocably waive any right to a trial by jury of any such claim or cause of action.
Subordination. This Agreement is subject and subordinate to the Platform 24’s lease of the Premises.
Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect.
Notice. Any and all notices under this Agreement shall be given via electronic mail and shall be effective on the first (1st) business day after being sent. All notices will be sent to the electronic mail address indicated in the Membership Details Form attached hereto.
Assignment. Member shall have no right to transfer or assign its rights and obligations under this Agreement without the prior written consent of Platform 24.
Waiver. Neither party shall be deemed to have waived any right or remedy hereunder unless such waiver is in writing and signed by the waiving party.
Entire Agreement; Modification. This Agreement constitutes the entire agreement between the parties pertaining to its subject matter, and it supersedes all prior contemporaneous agreements, representations, and understandings of the parties. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all parties.