SHARED SPACE LICENSE AGREEMENT
THIS SHARED SPACE LICENSE AGREEMENT (“License Agreement”) is by and between Collaborative Culture, LLC (“Licensor”), and the undersigned Licensee (“Licensee”), in connection with certain premises located at 215 Highway 965 Suite 1 North Liberty, Iowa 52317 (the “Premises”).
License Agreement. This License Agreement is comprised of this page and the Terms and Conditions attached hereto as Attachment 1, all of which are incorporated in and made a part of this License Agreement. Grant of License. Licensor is the operator of a shared office space located within the Premises. Licensee wishes to make use of Licensor’s shared working space in accordance with Licensor’s Terms and Conditions for such use. Licensor hereby grants to Licensee a non-exclusive license to use the Premises for permitted shared business office uses in accordance with this Agreement (the “License”). This license shall include the right of entry, passage, and exit to and from the Premises. This Licensee is solely for the personal use of Licensee. Licensee’s agreements, warranties, and representations as set forth in this Agreement are a material inducement to Licensor entering into this License Agreement. Initial Term of License. Subject to the Licensor’s rights to terminate this License Agreement in accordance with Section 17 of the Terms and Conditions, this License Agreement shall commence at such time as the Licensee pays the License Fee and executes this License Agreement and shall terminate the first day of the first month following payment of the License Fee and execution of the License Agreement (the “Initial Term”), which Initial Term may be automatically extended on a month to month basis (each a “Renewal Term” and together with the Initial Term, the “Term”) upon timely receipt of payment of the applicable monthly license fee. The License Fee for any partial months shall be prorated. This License Agreement shall also be applicable to Day Pass patrons for the applicable day(s) but without automatic extension. Notwithstanding anything contained herein to the contrary, Licensor reserves the right to terminate this License Agreement at any time without notice to Licensee Term and License Fee. From and after the Effective Date specified below, Licensee shall pay to Licensor, for each day/month during the Term, the “License Fee” selected below. The License Fee shall be due and payable to Licensor in advance and without set off, abatement or demand, on or before the Effective Date and, for the monthly automatic renewal, on the same day of each subsequent month as the Effective Date. Subject to modification as specified in the Terms and Conditions, the License Fee for the initial Term and any renewal terms shall be as specified by Licensor. Notices. Unless otherwise specified in the Terms and Conditions, all notices pursuant to this License Agreement shall be in writing mailed, faxed and/or emailed to a party at such party’s respective address, fax number or email address. ATTACHMENT 1: TERMS AND CONDITIONS
Section 1. Limited Authorization. Licensor is authorized to have non-exclusive access to and use of the Premises only during the time specified for the designated Term. The Licensee agrees that the License creates no tenancy, leasehold estate or any other property interest, only a limited licensed right of non-exclusive use as set out in this License Agreement.
Section 2. Shared Work Space. Licensee acknowledges that the License granted herein is non-exclusive and that the Premises are a shared work space. Licensee agrees to keep Licensee’s work within the Premises reasonably orderly, and to promptly and properly dispose of waste materials or trash caused by Licensee’s use. Licensee acknowledges that there may be inconveniences or distractions from time to time created by other licensees and guests. Licensor shall not be liable for any damages to or theft of Licensee’s personal or intellectual property and/or confidential or proprietary information. Licensee shall not tamper with, borrow, or remove property brought by other licensees or guests onto the Premises without the express permission of the owner.
Section 3. Guests. Licensee may from time to time during the Term bring guests onto the Premises for purposes connected with Licensee’s work. No guest is authorized to use or visit the Premises in the absence of a licensee host. Licensee may bring guests onto the Premises to conduct meetings in the meeting room; provided at no time shall Licensee simultaneously bring more than five (5) guests onto the Premises. All guest visits shall be reasonably limited in time to the work purpose or applicable meeting. Licensee shall be responsible for all of Licensee’s guests invited onto the Premises and for ensuring all such guests comply with all Terms and Conditions of this Agreement and all Rules adopted by Licensor for the operation of the Premises. Licensor reserves the right at any time to ask any guest to leave the Premises.
Section 4. Payment. Initial Payment is due upon execution of the License Agreement. Renewal Fees are due on or before the automatic renewal date. Licensees may either pay by cash or check. A $25 fee may be charged for a check returned for insufficient funds. Licensee may also execute License Agreement and make payment via a specified e-commerce web portal designated by Licensor.
Section 5. Invoices. Licensor will endeavor via mail, email or fax to provide invoices for license fees one week prior to the due date for automatic renewals. Invoices shall include the applicable recurring License fee and other charges. Certain one time charges may be invoiced at any time. Section 6. Late Fees. At the discretion of Licensor, any balance outstanding after the due date of an invoice may incur a late fee of 5% of the outstanding balance.
Section 7. Automatic Renewal. At the end of the stated Initial Term the License may be automatically renewed on a month to month basis upon receipt of the applicable License Fee and at the sole discretion of Licensor. Licensee shall provide Licensor with at least thirty (30) days written notice of Licensee’s election not to have an automatic renewal.
Section 8. Fee Changes. All License Fees and charges for optional services are subject to change upon 30 days notice from Licensor. Section 9. Non-Refundable License Fee. Once paid all license fees shall be non-refundable unless otherwise expressly provided in these Terms and Conditions.
Section 10. Janitorial Services. Ordinary janitorial services for the Premises will be provided by Licensor. In the event Licensee’s use creates a need for extraordinary janitorial services, Licensee shall reimburse Licensor upon invoice for the reasonable cost of such services. Licensee shall use the premises in a manner that helps to keep it in a generally clean and orderly condition.
Section 11. Meeting Rooms. This License includes the right, shared with all other licensees, to use the meeting room(s) within the Premises, and provided ICAD will allow the Licensee access to other co-Labs licensed by ICAD, Licensee may have the right to use meeting rooms at other ICAD licensed co-Labs, generally on a first come first served basis, but subject to Licensor’s ultimate discretion for meeting room scheduling.
Section 12. Licensor Services. Licensor shall supply a commercially reasonable level of printing, copying, faxing and internet access equipment and services, and reserves the right to impose reasonable fees for excessive consumption of paper, ink, toner and/or other supplies. Licensee’s use of Licensor’s internet service is restricted to email, web browsing and limited uploading/downloading of data that does not overload Licensor’s service. Licensor may allocate available services and restrict specific uses among licensees as may be appropriate so that all licensees are provided access to similar levels of services. Licensor may also password protect any provided service, in which event Licensee shall be responsible for password setup on Licensee’s devices. Licensor provided services may only be used for lawful purposes. Licensor shall have no liability to Licensee for any interruption or failure in the provided services, and Licensee hereby releases Licensor and its representatives from any and all liability for direct or indirect damages (including, but not limited to lost data and lost profits) arising from any interruption or failure in such equipment and services. Licensor shall endeavor to restore any interrupted service as soon as commercially reasonable.
Section 13. Virus Protection. Licensee warrants that it has current software virus protection on any computer equipment that Licensee may use at the Premises. If Licensee’s failure to have current software virus protection directly or indirectly causes a network shutdown or support problem at the Premises, Licensor may charge Licensee the reasonable costs of repairing such shutdown or support problem. Licensor shall have no responsibility for any computer viruses or other malware on Licensor’s computer equipment or network.
Section 14. Incompatible Equipment. If Licensee, with or without permission from Licensor, installs equipment on the Licensor’s network that interferes with the proper functioning of Licensor’s network, than upon request of Licensor Licensee shall disconnect such equipment and Licensor may charge Licensee the reasonable technical support fees needed to restore the network to its previous working condition. Licensee agrees not to use any equipment in the premises that overloads any electrical panel, circuitry or wiring.
Section 15. Default by Licensee. Licensee’s failure to pay when due any amount owing to Licensor under this Agreement, and/or Licensee’s failure to comply with any other of the Terms or Conditions or any of the Rules shall be deemed a default of this Agreement permitting termination by Licensor under Section 17 below, in which event Licensor may restrict the Licensee from further access to the Premises and discontinue all Licensor Services to Licensee including, but not limited to, all electronic access.
Section 16. Modification to Terms and Conditions. These Terms and Conditions are subject to change by Licensor at any time. The then applicable Terms and Conditions shall be posted at the Premises. Licensor shall endeavor to give Licensee reasonable advance written notice of intended changes via posting, email, fax and/or mail, but notwithstanding whether such notice has been given changes to the Terms and Conditions shall become effective upon posting at the Premises. If a Licensee does not accept the revised Terms and Conditions it must give written notice to Licensor promptly after the revised Terms and Conditions become effective, in which case the current Terms and Conditions will remain in effect through Licensee’s then current Term. Upon any subsequent renewal of the License Agreement the new Terms and Conditions will become effective.
Section 17. Termination by Licensor. Licensor may immediately terminate this License Agreement and Licensee’s right of access to the Premises in the event Licensor determines that i) Licensee is in default (as defined in Section 15 above), or ii) Licensee’s or a guest’s activities in the Premises are incompatible with the normal shared office use of the Premises, are disruptive or disrespectful to other licensees or Licensor’s representatives, or are illegal or unethical. Licensor may also, without cause, terminate any License Agreement at the end of its then current Term by providing at least five days written notice to the Licensee.
Section 18. Conduct of Business Activities. Licensee shall use the Premises only for business related purposes and shall conform to all present and future laws and ordinances affecting the Premises. Licensee shall not cause or permit any hazardous substance to be used, stored, generated, released or disposed of on the Premises. Licensee shall conduct no activities that are unreasonably disruptive of other licensees or guests.
Section 19. Access and Security. Any key, access card, or password issued by Licensor shall remain the property of Licensor. Licensee shall not make copies without Licensor’s consent. Should Licensee lose or have stolen a key, access card, or password, then upon discovery of such loss Licensee shall immediately inform Licensor and Licensee shall be responsible for the reasonable costs of replacing the security card, key and/or password.
Section 20. Parking. During the term of this agreement, Licensee’s shall have the non-exclusive use in common with Licensor’s Landlord, other tenants of the surrounding commercial property, their guests and invitees, of the non-reserved common automobile parking areas, driveways, and footways, subject to rules and regulations for the use thereof as prescribed from time to time by Licensor’s Landlord. Licensor’s Landlord reserves the right to designate parking areas within the commercial property or in reasonable proximity thereto, for Licensee and Licensee’s agents and employees. Licensee shall not have the right to assign or transfer any right to use such parking areas, except upon the prior written consent of Licensor’s Landlord, which consent may be withheld in Licensor’s Landlord’s sole discretion. All responsibility for damage to or loss of vehicles is assumed by Licensee, and Licensor’s Landlord shall not be responsible for any such damage or loss by water, fire, defective brakes, the act or omissions of others, theft, or for any other cause.
Section 21. Risk/Responsibility for Insurance. Licensee’s use of the Premises is at Licensee’s sole risk. It is Licensee’s responsibility to provide personal property and general liability insurance covering all risks associated with use of the Premises by Licensee and Licensee’s guests. Other than on account of Licensor’s intentional wrongful acts, Licensee hereby releases Licensor and its representatives from any and all liability for direct or indirect damages to person or property (including, but not limited to lost data and lost profits) arising directly or indirectly from any loss suffered by Licensor while using the Premises or otherwise under this Agreement. A Certificate of Liability is required to be submitted to ICAD Group within thirty (30) days of the execution of this agreement indicating Each Occurrence Bodily Injury & Property Damage in the amount of $1,000,000, Aggregate Limit of $2,000,000 and Fire/Legal Liability Limit of $100,000.
Section 22. Temporary Closure of Premises. Licensor may temporarily close the Premises, for performing necessary repairs and/or maintenance, or for a private event. As may be reasonably feasible under the circumstances, Licensor will provide advance notice of such temporary closures. If the Premises become inaccessible to the Licensee for a period longer than five days within a calendar month by reason other than an emergency repair, Licensee shall be entitled to a pro rata adjustment of the applicable Fee, pro-rated on a per diem basis from the sixth day of such unavailability through the date the Premises are again made available for use by Licensee, to be either paid to Licensee from Licensor or credited against future License Fees. Nothing in this License Agreement requires Licensor to make the Premises available for use at any certain time or day. Section 23. Force Majeure. Licensor’s obligations under this License Agreement shall be suspended if and so long as the non-performance shall be caused by a strike, lockout, act of God, enemy action, war, national emergency, riot, fire or other similar exigency that is beyond the control of Licensor. In such event, Licensee shall not be entitled to a pro rata reimbursement of License Fees.
Section 24. Management and Control of Premises. The Premises shall at all times be subject to the control, operation and management of Licensor (and Licensor’s landlord). Licensor reserves the right at any time to relocate, vary and/or adjust the size, nature and type of any of the spaces and improvements within the Premises. Any such change shall not affect the validity of this License Agreement.
Section 25. Alterations/Damage. Licensee shall not paint, decorate, puncture walls or ceiling, change floor coverings, bring in furnishings or in any other way alter the Premises or its furnishings without the prior written approval of Licensor. No additional locks or bolts of any kind shall be placed upon any of the doors, windows or furnishings, nor shall any changes be made to existing locks. Any modifications made by Licensee with Licensor’s approval shall, upon termination or expiration of this Agreement, be removed by Licensee at Licensee’s expense, and Licensee shall restore any damage to the Premises caused by such removal. Licensee shall be responsible for the cost of restoring any damage caused to the Premises by License or Licensee’s guests, excluding ordinary wear and tear.
Section 26. Indemnity/Costs. Licensee hereby agrees to defend, indemnify, and hold harmless Licensor and its representatives from and against any claims, demands, fines, penalties, actions, orders, judgments, settlements, costs, expenses (including reasonable attorney’s fees and court costs), and other liabilities of any kind resulting from loss of life, personal injury, property damage or other liability arising, directly or indirectly, from any act or omission of Licensee or its guests on or about the Premises, except to the extent such loss or damage is caused by the willful misconduct of Licensor.
Section 28. Rules. For the mutual benefit of all licensees, Licensor has adopted rules (“Rules”) for the operation of the Premises. Licensee agrees, as a condition of its use of the Premises under this License Agreement, to abide by all Rules as they may be implemented from time to time by posting at the Premises or other reasonable means of notice.
Section 27. Miscellaneous. (a.) The License Agreement represents the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all previous oral or written representations, understandings or agreements. No modification of the License Agreement shall be binding unless: (1) such changes are in writing and signed by both parties, or (2) the Terms and Conditions are changed in accordance with Section 16 above. (b.) The License Agreement shall be construed under the Iowa law. (c.) Except as otherwise provided herein, the covenants and agreements herein shall bind and inure to the benefit of Licensor, Licensor and their respective successors, assigns and personal representatives. (d.) This License Agreement may not be assigned by Licensee without the express written consent of the Licensor. (e.) If any provision of the License Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired. (f.) In the event any demand, action or proceeding is brought by Licensor against Licensee and/or Licensee’s guests to enforce this License Agreement, in addition to any other relief to which Licensor may be entitled, Licensee shall be liable for all reasonable costs and expenses incurred by Licensor as a result thereof, including attorneys fees and costs, whether or not a legal action is commenced. (g.) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, FOR ANY CLAIM ASSERTED BY THE OTHER PARTY ARISING FROM THE LICENSE AGREEMENT, NOT EVEN FOR FORSEEABLE LOSS. (h.) IN NO EVENT WILL LICENSOR’S LIABILITY TO LICENSEE EXCEED THE LICENSE FEES PAID PURSUANT TO THE LICENSE AGREEMENT DURING THE PRECEEDING TWELVE MONTHS BY LICENSEE TO LICENSOR. (i.) The License Agreement may be executed in counterparts, each of which shall constitute an original, fully enforceable counterpart for all purposes. Email, facsimile or photocopy signatures to the License Agreement shall be deemed to be originals and may be relied upon to the same extent as the originals. By payment of the License Fee, Licensee consents to and understands all the terms and conditions of this License Agreement.
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