Legal Agreement: Terms of Service
Membership Agreement Terms and Conditions
Section 1: General Agreement
- a) Nature of Agreement: This Agreement is a non-exclusive license to use certain office space, dedicated, non-dedicated or both along with common area and shared services. The whole of the location remains in The Barn at Center Hill’s possession and control. THE COMPANY/MEMBER ACCEPTS THAT THIS AGREEMENT CREATES NO TENANCY INTEREST, LEASEHOLD ESTATE OR OTHER REAL PROPERTY INTEREST IN THE COMPANY/MEMBER’S FAVOR WITH RESPECT TO THE LOCATION OR THE WORKSPACE. The specific Workspace licensed by the Company/Member is more particularly set out in accordance.
Section 2: Definitions
- a) “Agreement” means the agreement between Members and The Barn at Center Hill which is governed by these Terms and Conditions.
- b) “Authorized Signatory” means an Employee authorized to represent the Company/Member.
- c) “Building” means the building in which The Barn at Center Hill offers its services.
- d) “Commitment Date,” if any, means the earliest date that the Barn may cancel its Agreement. For the avoidance of doubt, the Barn’s membership is not automatically cancelled on the Commitment
- e) “Member” or “you” means the company/member, or individual that enters this Membership listed as such in the Proximity Platform and in the Membership Agreement.
- f) “Proximity” is The Barn at Center Hill’s member portal and mobile
- g) “The Barn at Center Hill” or “we” “us” or “our” means The Barn at Center Hill,
- h) “Late Charge” means the greater of $50 or ten percent (10%) of the overdue amount as additional Membership Fees.
- i) “Location” means The Barn at Center Hill’s location, where the workspace is
- j) “Member(s)” means each employee or contractor that you allow to use The Barn at Center Hill’s services and workspace pursuant to this Agreement. All Members must be listed on the Proximity platform.
- k) “Primary Contact” means the Member who is authorized to represent the Company/Member and is regularly available in the Location.
- l) “Workspace” means the workspace(s), desk(s) or office(s) specified in the Membership Information.
Section 3: Membership Benefits
- a) Services. In accordance with the terms and conditions of this Agreement and any attachments or exhibits hereto, during the Term, we will use commercially reasonable efforts to provide our Member(s) with the following services (the “Services”):
- Access to the Proximity Platform.
- Non-exclusive access to the Workspace and the Location.
- Furnishing the Workspace and the Location as customarily provided by The Barn at Center Hill.
- Use of The Barn at Center Hill’s wireless internet service at the Location, subject to additional fees for optional upgraded service packages.
- Access to, and reasonable usage of, printers, copiers, and scanners available to The Barn at Center Hill’s members in the Location, in accordance with House Rules and subject to change from time to time.
- Package reception.
- Member-only programs, promotions, and events.
- Use of meeting rooms in the Location, subject to availability and additional fees or Credits.
- Janitorial and maintenance services for the Workspace to a reasonable extent and not beyond normal wear and tear.
- b) Reservation of Rights. The Barn at Center Hill may revise or reduce the list of Services or furnishings at any time. The Barn at Center Hill has absolute possession over all areas of the Location, and may access and alter the Workspace, with or without notice, for any purpose. The Barn at Center Hill, in its sole discretion, may relocate the Workspace to other similar workspace within the Location upon giving you written notice thereof.
- c) Privacy. The Company and Members agree and acknowledge that The Barn at Center Hill does not provide nor guaranty and security or privacy. Non-dedicated Workspace is available to multiple Members. Notwithstanding the foregoing, no Member is entitled to add locks, deadbolts, or other security devices to The Barn at Center Hill without the prior written consent of The Barn at Center Hill, which consent may be withheld in our sole discretion.
Section 4: Term
- a) Membership Term. The Term of this Agreement and the provision of the Services (the “Term”) shall commence on the Start Date, provided that you have paid all required amounts, and shall continue, at least until the Commitment Date if provided, or until either you or The Barn at Center Hill terminates or cancels this Agreement in accordance with its terms and
- b) Unavailability of the Workspace. If The Barn at Center Hill is unable to make the Workspace available by the Start Date for any reason, The Barn at Center Hill will not be subject to any liability related to such inability, and such inability will not affect the validity of this Agreement. In such an event, you shall not be obligated to make additional payments for Membership Fees as hereinafter defined until such Workspace, or a similar workspace within the Location, is made available.
- c) Satisfaction Guarantee. Provided you and your Members vacate the Workspace in good order before the seventh (7th) day of the Term and so notifies The Barn at Center Hill in writing from the Authorized Signatory or Primary Contact, you will receive a full refund of the Deposit which shall be returned in accordance with this Agreement.
- d) Termination. To terminate this Agreement, you shall provide The Barn at Center Hill with written notice of such termination from the Authorized Signatory or Primary Contact (the “Exit Notice”) equal to the lesser of 60 days or the Minimum Notice Period prior to the end of the month in which you intend to cancel the Agreement (such final month is referred to as the “Termination Month”). The Termination will be effective at 12:00 PM on the last business day of the Termination Month (“Termination Date”). Notwithstanding the foregoing, you may not terminate this Agreement prior to the Commitment Date if provided. At any time, The Barn at Center Hill may immediately suspend the Services or terminate this Agreement at-will, whether or not the Commitment Date is applicable, provided that in the event that you did not breach the terms of this Agreement, then The Barn at Center Hill may, in its sole discretion, either: (i) refund you the prorated share of the Membership Fees that you paid for the days of the month that your membership was revoked, less any outstanding fees or offset for damages; or (ii) continue to grant you access to the Location for the balance of the period for which Membership Fees have been paid.
- e) Abandoned Property. Any equipment, fixtures, goods, or other property of Company or its Members remaining in the Location or the Building at the expiration or earlier termination of the Term shall be considered abandoned. The Barn at Center Hill may, without notice, dispose of such equipment, fixtures, goods or other property of Company/Member or any Member in any manner at your expense, and The Barn at Center Hill shall not be liable or accountable to the Company/Member therefor.
Section 5: Fees and Credits
Membership Fees. On the first day of every month during the Term, you shall pay to The Barn at Center Hill the monthly membership Fees (the “Membership Fees”) listed in the Proximity Platform, together with all applicable governmental taxes, including, but not limited to, federal, state, and local taxes if and as applicable. The Membership Fees shall be payable without any notice, offset, demand or deduction. The Barn at Center Hill may change the amount of the Membership Fees at any time by giving you notice of such change, at least one (1) calendar month in advance provided that no increases shall be applicable before the Commitment Date.
Fees Due Upon Signing. Upon entering into this Agreement, you shall deliver to The Barn at Center Hill the sum of the Membership Fees for the first month of the Term; and the Deposit (if applicable).
Deposit. If renting Private Office space, upon commencement of the Term, the Company/Member shall provide The Barn at Center Hill with a security deposit in an amount equal to 1 month’s rent. The Deposit will be held as a retainer for the performance of your obligations under this Agreement and is not intended to be a reserve for fees you are otherwise required to pay. If you and/or your Members breach any of the terms and conditions of this Agreement or the House Rules, including without limitation the payment of the Membership Fees, we may use, retain, or apply the whole or any part of the Deposit, to the extent required, for the payment of any amounts owed to us under this Agreement or for any sum which we may expend as a result of such breach of this Agreement or the House Rules. If The Barn at Center Hill uses, retains, or applies any part of the Deposit, then, within three (3) days after receipt of notice from us, you shall deposit with The Barn at Center Hill the amount so used, retained, or applied so that we shall always have the full amount of the Deposit on hand during the Term. You shall not be entitled to any interest on the Deposit. We may hold or deposit the Deposit separately or together with other such retainers or our own funds. Provided that you perform and satisfy all of your obligations as set forth in this Agreement, The Barn at Center Hill will return the Deposit, after deducting amounts owed to The Barn at Center Hill under this Agreement, on or before forty-five (45) days following the later of: (i) the completion of the Term; (ii) the termination of this Agreement; (iii) your complete performance of all of your obligations, including those applicable following expiration of the Term; (iv) the vacating of all of your property from the Location; and (v) the return to The Barn at Center Hill of all keys, keycards and access information or tools to the Location and/or the Building. The Deposit may be referred to as a Deposit in the Proximity Platform.
Late Charge. If any payment is not made within five (5) business days after the due date, you shall pay a nonrefundable late charge of the greater of $50 or ten percent (10%) of the overdue amount as additional Membership Fees. The late charge is in addition to other remedies available to The Barn at Center Hill.
Returned Check Fee: You shall pay the amount of $50 to The Barn at Center Hill for any bounced or returned check, declined credit card charge, or ACH default (collectively, a “Denied Payment”), in addition to any Late Charge which may apply. In the event of a Denied Payment, The Barn at Center Hill reserves the right to require a certified check for the payment of the Membership Fees or any other charge under this Agreement.
No Returns. There are no returns, refunds, or credits for Membership Fees, or any other fees or amounts paid for the Services.
Outstanding Fees. When you make a payment, we will first apply the payment to returned check fees, then to late charges, then to the earliest outstanding balance. Once you satisfy all past due fees and Membership Fees, the remaining portion of the payment will be applied to fees that are currently due. If any charges are not paid when due and payable, we may suspend the Services, your membership and/or terminate this Agreement.
Section 6: Company/Member Responsibilities
- a) House Rules. The House Rules will be provided to and signed off by each Member. You, your Members, and any of your visitors or invitees shall abide by the House Rules and any other reasonable rules and regulations as may be adopted and/or changed from time to time by The Barn at Center Hill. By signing the House Rules Agreement, you hereby represent and warrant that you and each of your current and future Members have read, understand, and agree to all the terms contained in the House Rules.
- b) Maintenance and Repair. You shall maintain any areas your Members use within the Location in a good, clean, and safe condition and shall, on the expiration or earlier termination of the Term, leave the Location and the Workspace in good condition and repair. The Company/Member, at its sole expense, shall pay The Barn at Center Hill for the repair of all damage, injury, or deterioration to the Location or the Workspace due to a Member’s lack of ordinary care. Failure to do so will result in the forfeiture of some or all the Deposit. All maintenance and repairs must be completed prior to the expiration of the term. If the time spent completing the maintenance and repairs extends past the Term due to the extent of work required, you shall pay the amount equal to three (3) times the then current Membership Fees for the following month(s) until such maintenance and repairs are fully complete.
- c) Internet Service. Member(s) shall not share the internet service, or password for internet service, with any party who is not a Member, whether in wired or wireless form. Member(s) shall not operate a mail server(s) or transmit bulk email in any form over the Internet service. Member(s) are responsible for any abuse or cyber breach resulting from a breach of this provision and shall indemnify, defend, and hold The Barn at Center Hill harmless from any damages, allegations, demands, actions, or other costs (“Losses”) incurred by The Barn at Center Hill (including reasonable attorneys’ fees) resulting from a breach of this Section 6(c). Each Member shall comply with federal, state, and other governmental regulations and laws concerning unsolicited email transmissions. The Member(s) acknowledge that internet service is an inherently complex service with many points of potential failure and that there may be outages or periods of slow transfer speed. The Member(s) acknowledge that no data network and internet communication is 100% secure, that such communications could be intercepted by equipment and software and no such communication should be considered private or protected. Accordingly, you shall have no expectation of privacy or security with respect to the internet service or other networks, telecommunication systems or information processing systems. The Member(s) access to the internet service may be blocked, suspended, or terminated at any time and for any reason. The Member(s) shall not be entitled to a reduction in the Membership Fees or any other compensation because of any such internet service failures, outages, or periods of low transfer speed. The Barn at Center Hill shall not be responsible for any damages, liabilities or losses resulting from Internet outages.
- d) Responsibility for Guests. The Company/Member is solely responsible for any and all actions and omissions of its Members, and their respective employees, agents, guests and invitees that are brought into the Building (“Guests”). The Company/Member shall pay to The Barn at Center Hill, or any other member of The Barn at Center Hill, as required, to compensate for any damage or loss caused by you, your Members and their respective employees, agents, guests or The Company/Member shall indemnify, defend, and hold The Barn at Center Hill harmless from and against any Losses resulting from the use of the location by Guests.
- e) Prohibited Conduct and Uses. The Member(s) shall not use the Workspace, the Location, or the Building for any of the following: (i) activity that is generally regarded, or in the sole opinion of The Barn at Center Hill, as offensive, disruptive, unpleasant, wasteful, a nuisance, dangerous to other people, or other act or thing of any kind or nature whatsoever that may disturb the quiet enjoyment or cause unreasonable annoyance of any other occupants in the Building, such as but not limited to, involvement in hate groups, activity involving pornographic or sexually explicit material, obscenities, use of offensive language whether written or oral, political propaganda, and/or unreasonable odors or noise; (ii) illegal operations, gambling, possessing, using or distributing controlled substances or hazardous materials, or the promotion, sale or trade of guns or tattoos; (iii) promoting and/or propagandizing discrimination against any race, color, religion, sex, ethnicity, age, sexual orientation, gender identity, or any other class protected by applicable law, rules, or regulations; (iv) in a nature relating to retail, medical, personal wellness or therapeutic services, or that will cause frequent visits by members of the public; (v) sexual harassment or intimidation of any kind; or (vi) any business or activity which unreasonably interferes with the other occupants of the
- f) Shared Workspace. The Member(s) acknowledge and agree that the Location is shared with other members of The Barn at Center Hill and agree to be respectful of other members of The Barn at Center Hill. As a shared work environment, the Member(s) further acknowledge and agree that there is no expectation of privacy within the Location or the Workspace, and that no space within the Workspace is soundproof.
- g) Consumption of Alcohol. The Company/Member and the Primary Contact shall be solely and fully responsible for ensuring that no alcohol is consumed on premises by any Member(s) who are younger than the legal age for consuming alcohol in the applicable jurisdiction and in all cases must secure the specific written approval of The Barn at Center Hill for the serving of alcohol.
- h) Signs. Member(s) shall not place or allow any signs or advertisements to be placed in the Location or the Building without the prior written consent of The Barn at Center Hill.
- i) Assignment. Member(s) shall not assign this Agreement or otherwise permit any other person or entity to use the Services or occupy the Location. The Barn at Center Hill may assign this Agreement without your consent.
- j) Company Members and Contacts. You agree to keep the Proximity Platform updated with a current list of Members and their email contact information. In the event any keys, access fobs or other The Barn at Center Hill provided equipment is lost or stolen, you will notify The Barn at Center Hill no later than twenty-four (24) hours from such loss. The Company/Member may change the Primary Contact by providing written notice to The Barn at Center Hill of such change. In the event the Primary Contact is no longer associated with the Company/Member, a corporate officer or other authorized representative of the Company/Member acceptable to The Barn at Center Hill shall provide written notice appointing a new Primary Contact. If the Primary Contact does not regularly use the Location, and The Barn at Center Hill does not receive a replacement notice, The Barn at Center Hill will use its reasonable discretion to designate a Member as the new Primary Contact.
- k) Emails. The Primary Contact shall read all emails sent by The Barn at Center Hill and shall ensure that the Members are aware of the content of such emails, even if the Members are notified directly. The emails may contain notice of any changes to the Services, Membership Fees, fees, charges, updates to this Agreement or the House Rules, or other
Section 7: Additional Agreements
- a) Insurance. Upon demand by The Barn at Center Hill, the Company/Member shall provide The Barn at Center Hill with a certificate of insurance, issued by an insurance company licensed to do business in the State of Vermont, naming as an additional insured on a primary and non-contributory basis The Barn at Center Hill and landlord of the Location for $1,000,000 combined single limit for commercial general liability, bodily injury, and property loss and damage, including without limitation the Members, guests, and pets of any Member, as well as prevention of or denial of use of or access to all or part of the Location. The Members shall indemnify and hold The Barn at Center Hill and its landlord, 38 Spruce Street, LLC harmless from any loss, liability, claim, property damage or personal injury caused by any Member, their agents, employees, invitees, guests, or pets, including the costs of defense from any claims arising therefrom. In the event of a property loss, both The Barn at Center Hill and the Company/Member will recover from their respective insurance carriers regardless of which party was at fault, and each party, including Members, agrees that it will not seek to recover damages against the other or against the other’s insurance carrier, and the insurance carriers shall have no right of
- b) Workers Compensation. The Company/Member acknowledges that should they have any employees working in the space that they will provide to The Barn at Center Hill a certificate of proof for Worker Compensation insurance from a company licensed to do business in the State of Vermont.
- c) Utilities. The Member(s) acknowledge that the Location is designed to provide standard, office-use electrical facilities for standard office lighting, such as lamps, computers, and monitors. The Member(s) shall not use any equipment or device, including without limitation, refrigerators, heaters, or toasters, that utilize electrical energy above standard or which may, in the sole opinion of The Barn at Center Hill, overload the wiring or interfere with electrical service to other occupants of the Location or the Building, or violate any law, ordinance or rule or regulation of any utility company or governmental agency or authority. The Member(s) acknowledge that electrical power fluctuates during normal usage and agrees that it shall supply its own surge protectors and any other necessary equipment for protection of its equipment against spikes or dips in electrical power. The Barn at Center Hill will not be responsible for any damage to equipment suffered because of normal or abnormal electrical conditions.
Default. In the event that any Member breaches this Agreement in any way, including without limitation, failure to pay the Membership Fees or make any other payment contemplated hereunder within five (5) days after such payment becomes due, then The Barn at Center Hill may exercise any and all rights and remedies available at law and equity, including without limitation, immediately terminating this Agreement, immediately ceasing to provide the Services and immediately removing the property of the Company and its Member(s) from the Location and the Workspace. Without limiting the foregoing, The Barn at Center Hill may terminate this Agreement and/or suspend the Services at any time without being liable to the Member(s) for any damages resulting therefrom, and The Barn at Center Hill may permit others to use the Services that would have been provided to the Member including the Workspace. Upon any termination of this Agreement, whether by lapse of time or otherwise, or upon any revocation of the Company’s membership, no Member shall thereafter have any further right to access or use the Services, the Location, or the Workspace. For each month or portion thereof that the Company or its Members use or access the Services, the Location, or the Workspace after the termination of this Agreement, by lapse of time or otherwise, without the written consent of The Barn at Center Hill, the Company shall pay to The Barn at Center Hill, as liquidated damages, an amount equal to three (3) times the Membership Fees. For purposes of this Agreement, failure of Company or any of its Members to remove its property from the Location shall be deemed to be abandoned. Any breach of this Agreement by any Member(s) shall be considered a breach by the Company; any obligation of the Members in this Agreement shall jointly and severally be the responsibility and obligation of both the Company and the Member(s).
Indemnity. The Company/Member shall indemnify The Barn at Center Hill, its affiliates, parent, successors, and the landlord of the Location, and their respective, owners, members, assignees, directors, officers, employees, agents, guests and invitees (collectively, the “The Barn at Center Hill Parties”) from and against any and all claims, including third party claims, liabilities and expenses (including without limitation reasonable attorney’s fees) resulting from any breach of this Agreement by any Member(s) or their employees, agents, guests, invitees or pets or any of such parties’ actions or omissions. The Company/Member is responsible for the actions of and all damages caused by all persons and pets that any Member invites to enter the Location. The Company/Member shall not make any settlement that requires a materially adverse act or admission by The Barn at Center Hill or imposes any obligation upon any of The Barn at Center Hill Parties without the written consent of The Barn at Center Hill. The Barn at Center Hill Parties shall not be liable for any settlement made without its prior written consent.
Conflict of Interest. The Member(s) represent that they are not officers, employees, or agents of any provider of services that are similar to or compete with the Services or business or The Barn at Center Hill, including but not limited to shared office space or co-working services.
The Company and the Members agree that during the Term and for a period of twelve (12) months after vacating the Workspace or Location or otherwise upon the expiration or termination of the Term for any reason, all Member(s) shall refrain from soliciting or causing other members of The Barn at Center Hill to terminate their agreements with The Barn at Center Hill or interfering with The Barn at Center Hill’ provision of its Services to other members.
The Member(s) agree that during the Term of this Agreement and for a period of six (6) months following the expiration or termination of this Agreement for any reason whatsoever, the Member(s) shall not, directly or indirectly, employ any employee, staff, manager or officer of The Barn at Center Hill or any person who was an employee, staff, manager or officer of The Barn at Center Hill during the Term of this Agreement (collectively, “The Barn at Center Hill Employees”), without the express prior written consent of The Barn at Center Hill.
The Barn at Center Hill shall have the right to obtain one or more preliminary or permanent injunctions to prevent a breach or contemplated breach of this Section, without the need to post any bond. Such injunctive relief shall not, however, diminish the right of The Barn at Center Hill to claim any money damages in addition to injunctive relief.
SECTION 8: Miscellaneous
- a) Relationship of the Parties. The Workspace and the Location remains the property, possession and in the control of The Barn at Center Hill. The Barn at Center Hill is giving the Member(s) the right to share with The Barn at Center Hill the use of the Workspace and the Location so that The Barn at Center Hill can provide the Services to the Member(s). Notwithstanding anything contained in this Agreement to the contrary, the Member(s) and The Barn at Center Hill agree that their relationship is not that of a landlord-tenant, lessor-lessee, or sublessor-sublessee, and this Agreement in no way shall be construed as to grant any of the Member(s) any real property interest, lien, possession or related rights in The Barn at Center Hill’ business, the Location, the Workspace or anything contained in or on the Location or the Workspace. The Member(s) waive any notice to quit, notice to vacate, notice of intent, or similar notice that would otherwise be required by law. The parties hereto are independent contractors in the performance of their respective obligations contained in this Agreement, and this Agreement shall not be deemed to create a fiduciary or agency relationship, partnership or joint venture, for any The Member(s) shall not in any way misrepresent the relationship created by this Agreement.
- b) Subordination. This Agreement is subject and subordinate to The Barn at Center Hill’s lease with the landlord of the Location and to any mortgages or other agreements now or hereafter affecting the Building or the Location. The Member(s) agree to execute any further instruments which The Barn at Center Hill deems necessary or desirable to affect the subordination of this Agreement. This Agreement shall immediately and automatically terminate upon any termination of The Barn at Center Hill’ lease of the Location, and the Member(s) shall immediately vacate the Location and remove its property. In the event The Barn at Center Hill transfers its interest in the Business or the Location: (i) The Barn at Center Hill shall have the right to transfer the Deposit to the transferee; (ii) The Barn at Center Hill shall thereupon be released by the Company/Member from all liability for the return of the Deposit; and (iii) the Company/Member agrees to look solely to the transferee for the return of the Deposit. The Company/Member shall not assign or encumber or attempt to assign or encumber the Deposit. Nothing contained in this Agreement shall imply any sublease or other similar relationship involving any interest in real
- c) Access to the Landlord of the Location. There is no relationship between the Member(s) and the landlord of the Location. The Member(s) shall not contact, nor shall have the right to complain or demand anything from, the landlord of the Location, its employees or any Building employee for any reason.
- d) Extraordinary Events. The Barn at Center Hill will not be liable for, and will not be considered in default or breach of this Agreement on account of, any delay or failure to provide the Services or otherwise perform its obligations under this Agreement as a result of any causes or conditions that are beyond The Barn at Center Hill’ reasonable control, including but not limited to: (i) any delays or changes in construction of, or The Barn at Center Hill’ ability to procure, any space in any location; (ii) any delays or failure to perform caused by conditions under the control of the landlord of the applicable location; and (iii) political unrest, strikes, terrorism, Acts of God , government r restriction or other events beyond the reasonable control of The Barn at Center Hill or the landlord of the applicable location. This Agreement shall automatically terminate if the Workspace or Location is rendered unusable as a result of a fire, other casualty, or a condemnation. As between The Barn at Center Hill and the Members, all proceeds of any condemnation award shall belong to The Barn at Center Hill and all insurance proceeds of The Barn at Center Hill shall be retained by and belong to The Barn at Center Hill. The Barn at Center Hill may also suspend the provision of Services (including access to the Workspace) in the event the Workspace, Location or the Building is being renovated or repaired, in which event we will use reasonable efforts to accommodate the Members in another space within or nearby the Building. In the unlikely event we are unable to find space that is acceptable to you, your Agreement will terminate, and you will only have to pay Membership Fees up to that date and for any additional Services you have used.
- e) Notices. Any notice to be given under this Agreement shall be in writing and shall be delivered in person or sent by registered or certified mail, return receipt requested, or by nationally recognized overnight courier, addressed to the parties at the Location, together with an email of such notice delivered simultaneously therewith to: if to The Barn at Center Hill, email@example.com ; and if to the Member(s), the Primary Contact or the Authorized Signatory’s email address listed in the Membership Information. Each party may designate in writing any other email address to which such party’s notice is to be sent. Any notice to be given by either party may be given by the attorney for such party to the other party or its attorney. 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.
- f) No Broker. Except as previously agreed upon in a written agreement by and among The Barn at Center Hill, the Company/Member, and a broker pursuant to any established broker or referral program, you hereby represent that you did not have any dealings with any broker in connection with this Agreement. Company/Member agrees to indemnify, defend, and hold The Barn at Center Hill harmless from any claim, loss, liability, or expense incurred by The Barn at Center Hill arising from a breach of the forgoing
- g) Comply with the Law. The Member(s) shall not conduct any illegal activity at the Workspace, Location, the Building or any other of property or locations of The Barn at Center Hill. The Member(s) shall, always, comply with all applicable laws, rules and
- h) Damage. The Barn at Center Hill will not be liable for, and the Member(s) hereby waives all right of recovery against The Barn at Center Hill for, any damage or claim with respect to any injury to person or damage to or loss or destruction of any property of the Member, its employees, agents, guests, and invitees due to any act, omission, or occurrence in or about the Location or the Building. Without limitation of any other provision hereof, the Company/Member and the Member(s) agree to indemnify, defend, protect, and save The Barn at Center Hill harmless from and against all claims, damage, loss, and liability to third parties arising out of the Member(s) use of the Location or actions or omissions of any Member(s), its employees, agents, guests, invitees, and pets. The Member(s) further agrees that all property of the Member(s) within or about the Location or the Building shall be at the sole risk of the Member(s).
- i) Attorney’s Fees. If The Barn at Center Hill employs an attorney to enforce any of the terms or provisions of this Agreement, including without limitation collection of Membership Fees or removal of a Member from the Location, the Company/Member agrees to pay all expenses therefor incurred by The Barn at Center Hill including reasonable attorney’s fees.
- j) Governing Law. This Agreement and the transactions contemplated herein shall be governed, construed, and interpreted by, through and under the laws of the State of Vermont, without regard to any conflicts of law provisions thereof. The Member(s) hereby irrevocably agree to waive any right to a jury trial for any claim or cause of action relating to this
- k) Class Action Waiver. Any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither The Barn at Center Hill nor any Member shall seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. The Member(s) and The Barn at Center Hill shall not participate in claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person's account, if The Barn at Center Hill is a party to the proceeding. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST THE BARN AT CENTER HILL INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.
- l) 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 the invalid or unenforceable provision shall be enforced to the maximum extent permitted by law.
- m) Binding Effect. The covenants, obligations and conditions herein contained shall be binding on and inure to the benefit of the heirs, legal representatives, and permitted successors and assigns of the parties hereto.
- n) Descriptive Headings. The descriptive headings used herein are for convenience of reference only and they are not intended to have any effect in determining the rights or obligations of the
- o) Non-Waiver. All waivers must be in writing and signed by the waiving party. The Barn at Center Hill’ failure to enforce any provision of this Agreement or its acceptance of any payments shall not be deemed a waiver and shall not prevent The Barn at Center Hill from enforcing any provision of this Agreement in the future. No receipt of money by The Barn at Center Hill shall be deemed to waive any default by the Member(s) or to extend, reinstate or continue the agreement.
- p) Entire Agreement. This Agreement is the only agreement between the parties with respect to the subject matter hereof, and no other agreements are effective with respect to the subject matter hereof. This Agreement takes the place of a previous agreement (“Previous Agreement”) in the case of renewal or other change in terms, but in that case, this Agreement completely replaces all provisions of, and obligations created by the Previous Agreement.
- q) Modifications. This Agreement may be modified, changed, altered, or amended at any time provided that written notice is provided to the Company/Member or the Primary Contact. Continued use of the Workspace, the Location or the Services after date that notice of changes to this Agreement was given will constitute the Company/Member’s acceptance of the new
- r) Any terms of this Agreement that expressly or by their nature are intended to survive any expiration or termination of this Agreement shall so survive.
- s) Credit Report. The Member(s) acknowledge that The Barn at Center Hill may use a Member’s information to run certain searches in order to confirm the Member’s information and to determine the Company/Member’s creditworthiness, which search may or may not affect the Company/Member’s credit
- t) OFAC. The Company/Member hereby represents and warrants that: (i) neither the Company nor any Member are or will be, at any time during the Term, an entity or individual listed on the Specially Designated Nationals and Blocked Persons List published by the U.S. Department of Treasury or other successive government organization, as updated from time to time; and (ii) neither the Company nor any Members shall, at any time during the Term, engage in any activity under this Agreement, including the use of Services provided by The Barn at Center Hill, that violates applicable United States economic sanctions laws or causes The Barn at Center Hill to be in violation of such U.S. economic sanctions
- u) DISCLAIMER. EXCEPT AS PROVIDED HEREIN AND IN THE HOUSE RULES, THE BARN AT CENTER HILL IS PROVIDING THE SERVICES, WORKSPACE AND LOCATION TO THE COMPANY "AS IS," AND THE BARN AT CENTER HILL DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICES, WORKSPACE AND LOCATION, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE BARN AT CENTER HILL CANNOT AND DOES NOT GUARANTEE OR PROMISE TO ANY MEMBER, ANY SPECIFIC RESULTS FROM USE OF THE SERVICES, WORKSPACE AND LOCATION. THE BARN AT CENTER HILL DOES NOT REPRESENT OR WARRANT THAT THE SERVICES, WORKSPACE OR LOCATION WILL MEET YOUR REQUIREMENTS, THAT THE SERVICES, WORKSPACE OR LOCATION MEETS APPLICABLE LEGAL STANDARDS, OR IS SAFE AND SUITABLE FOR YOUR INTENDED USE.
- v) LIABILITY. IN NO EVENT WILL THE BARN AT CENTER HILL 38 SPRUCE STREET LLC, OR THE LANDLORD OF THE LOCATION OR THEIR RESPECTIVE DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES OR SUPPLIERS BE LIABLE TO A MEMBER, OR ANY PARTY CLAIMING THROUGH A MEMBER FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS, LOST DATA, PERSONAL INJURY OR PROPERTY LOSS OR DAMAGE, OF ANY NATURE WHATSOEVER, ARISING FROM THE MEMBER’S USE OF THE WORKSPACE OR LOCATION, OR ANY CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED VIA THE BARN AT CENTER HILL’ INTERNET SERVICE, EVEN IF THE BARN AT CENTER HILL IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE BARN AT CENTER HILL’ LIABILITY TO MEMBERS OR ANY PARTY CLAIMING THROUGH A MEMBER, FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE MEMBERSHIP FEES PAID IN THE THREE (3) MONTHS PRIOR TO THE INITIAL ACTION GIVING RISE TO LIABILITY. THIS IS AN AGGREGATE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT.