All of us at Grind want to do awesome work in an awesome space, and get along while we’re doing it. To make the awesomeness alliance official, we’re asking you to sign a legal release. The actual legal document follows, but we’ve translated the highlights into English.*
- The space is for business purposes only. If you need a place to crash or throw a kegger, Grind isn’t it.
- When you see something on somebody’s monitor or around the printer or on a whiteboard somewhere, forget you saw it. You don’t want your clients or your ideas made public and neither does your fellow Grindist. Respect.
- Use your own stuff, not your neighbor’s. If you do need something, send up a flare. We’re here to help.
- When you walk out the door, make sure the space is in the same condition it was when you walked in the door.
- Grind might collect anonymous information about you to remove any friction and make things more awesome for you and others (this may include dropping cookies in your browser). By agreeing to these terms, you’re saying you’re OK with that.
- To get the full Grind experience, you might have to install some third-party software that Grind has nothing to do with, legally or otherwise.
- Grind isn’t responsible for third-party data/websites/links/services. Think before you click.
- Grind’s vibe belongs to Grind. We put a lot of work into stuff like our logo, our website, and especially our space. If you copy it, we’ll have no choice but to send the trademark cops after you.
- Grind is human and fallible. Should something go wrong, we’re really sorry, but we can’t be legally responsible. If you’re hacked while on our network, or if our WiFi goes down, or if someone steals something from you, it’s not on us. However we will do whatever we can to help you resolve the issue.
- If your presence at Grind causes any losses, costs, expenses, claims or damages, we’re going to have to ask you to make us whole again.
*These are just some highlights. When you join, you’re agreeing to all the details in the legal document below. Please read it, or have your lawyer read it. Transparency Rules.
USE AND SERVICES LICENSE AGREEMENT
V.5.1 – 170606
PLEASE READ THIS USE AND SERVICES LICENSE AGREEMENT (“LICENSE”) CAREFULLY BEFORE PURCHASING A LICENSE FROM GRIND, LLC (“GRIND”) AND/OR AN ACCESS PASS TO ANY GRIND LOCATION. BY PURCHASING A LICENSE AND/OR ACCESS PASS, OR DOWNLOADING OR USING ANY SOFTWARE ASSOCIATED THEREWITH, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT PURCHASE A LICENSE AND/OR ACCESS PASS, OR DOWNLOAD OR USE SAID SOFTWARE AND CLICK “DISAGREE/DECLINE”.
IMPORTANT NOTE: Under this license you will have the ability to reproduce materials, whether electronically or in hardcopy form. This license is only for reproduction of non-copyrighted materials, materials in which you own the copyright, or materials you are authorized or legally permitted to reproduce. This license might also be used for remote access to music files for listening between computers. Remote access of copyrighted music is only provided for lawful personal use or as otherwise legally permitted. If you are uncertain about your right to copy or permit access to any material you should contact your legal advisor.
PLEASE BE AWARE: It is your responsibility to review the most recent version of this License frequently and remain informed about any changes to it. By continuing to use the Location (defined below), you consent to any updates/modifications to this License.
- Use & Conduct
- In exchange for a license fee (the “License Fee”), of an amount determined by Grind from time to time, Grind grants Licensee a revocable license, of a length selected by Licensee from options set by Grind from time to time, to use and occupy a seat in one of Grind’s shared office space facilities (the “Location”) upon the terms and conditions herein specified. The License Fee includes the cost of all utilities and other building services, except as provided below. Licensee shall pay Grind the License Fee in advance, without any setoffs or deductions whatsoever.
- The Licensee will use the Location solely as general office space for the Licensee’s business and for no other use. Use of a retail, medical or other nature involving frequent visits of the public is not permitted. The Licensee may not use the Location or any of its services for any illegal activities (including any violation of intellectual property laws).
- The Licensee is responsible for the actions of its agents, visitors or invitees allowed into or invited to Grind. The Licensee agrees to comply and agrees to ensure that each of its agents, visitors or invitees complies with Grind’s standard rules and procedures promulgated by Grind from time to time. Licensee shall not invite numerous visitors/clients to the Location on a regular basis, nor shall Licensee run advertisements listing the Location’ address so as not to attract unscheduled visitors.
- The Licensee will not conduct any activity generally regarded as offensive to other Grind members or that may be hazardous or cause disturbance to other persons in the building. The Licensee will refrain from activities of a disorderly nature or that create excessive noise. No speakerphones may be used outside enclosed phone booths or conference rooms. In the event of a dispute between members, Grind may determine in its sole discretion whether such behavior is offensive.
- Unless otherwise designated, individual work spaces in the Location are not separately demised or necessarily separated physically and, therefore each Licensee has access to other Licensees’ work areas. Licensee shall not use, review, accept, transmit, publish or otherwise avail itself in any way of any other’s property including, but not limited to, materials, products, ideas or information (the “Confidential Information”). Licensee shall instruct its respective employees, agents, contractors, representatives and any other persons entering the Location of such restriction and require such employees, agents, contractors and representatives to abide by such restriction and immediately return all originals and any copies of any Confidential Information obtained in violation of this Section. Any material violation of this Section by Licensee may be deemed a material breach of this Agreement by Licensee pursuant to which Grind may immediately terminate this Agreement by written notice to Licensee. This Section shall survive termination of this Agreement.
- Unless a Licensee has been granted in writing the use of a specific work station(s), room, or area, on or before the end of each business day that Licensee makes use of the Location, Licensee shall quit the Location and surrender the same to Grind in the same condition existing at the beginning of said use (subject to reasonable wear and tear), and Licensee shall remove all of its property located in the Location or place such property in a locker or other overnight storage facility provided, if any. If Licensee chooses to store any of its property at the Location overnight, Grind shall not be liable for the loss, damage, theft or destruction of any such property.
- Licensee may not display or use the Grind’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of Grind without prior written consent.
- The Licensee accepts that the very nature of a large, shared working environment is such that the standards for issues such as aesthetics and room temperature vary from individual to individual. The Licensee also accepts that, in attempting to satisfy the collective and varied standards of the large group of people working in the Location, it is sometimes possible that an individual’s standards will not match those of the majority of occupants and, thus, sometimes an individual Licensee’s standards may not be met from time to time. Therefore, the Licensee hereby accepts that the Location may not be best suited for every type of business or individual and, that if the Licensee’s individual standards cannot be met, Licensee shall have the right to terminate this Agreement as provided below.
- Licensee will have reasonable and non-exclusive use of the Common Area at Grind’s sole discretion including access to and use of the shared Internet connection, use of printers, copiers and/or scanners made publicly available, use of the conference rooms during regular business hours on regular business days, subject to availability, prior reservation and Grind’s rules and regulations and subject to applicable charges.
- Grind will accept mail and deliveries for the Licensee during regular business hours on regular business days provided that Grind is not liable for any mail packages received without a Grind employee’s signature indicating acceptance or if the Licensee uses Grind’s mail and delivery services for fraudulent or unlawful purposes.
- All secretarial/clerical support, postage, messenger, overnight mail, printing/scanning/copying services, meeting and conference room usage, and courier services will be arranged for and paid directly by Licensee. Additional fee based services may be available in the future, such as, computer technical support, and the availability and fees associated with such services will be posted from time to time. Other services provided by Grind for no additional fee are client and guest reception, office cleaning and trash removal.
- Licensee shall not use any of Grind’s property, supplies or materials, except that Licensee shall (i) be permitted to use all office equipment, IT-related equipment, and furniture that Licensee has a right to use pursuant to this Agreement, and (ii) be entitled to reasonable use of the kitchen/pantry and/or coffee area, if any, within the Location.
- Licensee will be issued a Membership Card. Unless otherwise agreed in writing, a Membership Card may only be used by the person to whom it is issued. The Licensee on behalf of itself, its agents, visitors and invitees undertakes not to allow a party unknown to them to enter the Location and agrees that such action may result in the immediate termination of this Agreement.
- Regular business hours are generally from 9 a.m. to 6 p.m. on regular business days. Regular business days do not include weekends or holidays. Hours of operation may vary and vary by Location. Grind has the right to amend extend or curtail hours of operation at any time and will provide notice of such change via email.
- The number of daily occupants in the Location is limited. Additional users are allowed access to and use of the space for an additional charge and provided daily occupancy limits as determined by Grind are observed.
- Licensee represents that it has made a thorough inspection of the Location and agrees to take the same in its condition “as is” as of the date hereof and Grind shall have no obligation to alter, improve or decorate the Location for Licensee’s use and occupancy. Licensee shall not make or cause to be made any alterations, installations, improvements, additions or other physical changes in or about the Location without Grind’s prior consent, which consent may be withheld in Grind’s sole discretion.
- Grind and Grind’s agents shall have the right, throughout the term of this License, to enter any portion of the Location to examine the same, and to make such repairs, alterations, improvements or additions as Grind may deem reasonably necessary, provided, that Grind shall use commercially reasonable efforts to minimize any interference with Licensee’s use of the Location.
- All payments due hereunder shall be paid in advance in U.S. dollars via ACH or a valid credit card unless otherwise indicated on the online order page completed by the Licensee at www.grind.work upon signing up for a License or other services (the “Order Page”). Grind will bill the credit card provided via the Order Page for all applicable Fees on the 1st of each month when due. Licensee shall be responsible for all License fees and/or services orders placed through its user account via the Order Page from any device registered to Licensee’s user account.
- The Licensee will inform Grind promptly of any changes to its credit card information and will replace any credit card and/or update the relevant information prior to its expiration date. If the Licensee defaults in payment on two or more occasions, whether consecutive or not, Grind may require the Licensee to make all future payments via ACH transfer directly from the Licensee’s bank account.
- If credit card authorizations or charge attempts are declined, Grind may immediately cancel the License, in its sole discretion. Delinquent payments may bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Licensee shall be responsible for all reasonable expenses (including attorneys’ fees) incurred by Grind in collecting such delinquent amounts, unless such delinquent amounts are due to Grind’s billing inaccuracies. All checks tendered to Grind by Licensee for any fees or charges due under this Agreement that are returned unpaid by Licensee’s bank will be subject to a $150.00 surcharge, unless the reason for the return is due to bank or Grind’s error.
- Consent to Use of Data
- You agree that Grind and its subsidiaries and agents may collect, maintain, process and use personal, diagnostic, technical and related information, including but not limited to technical information about your computer, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services provided to you, and to verify compliance with the terms of this License. Grind may use this information, if it is in a form that does not personally identify you, to improve our products or to provide services or technologies to you. Also, as you browse www.grind.work, advertising cookies will be placed on your computer so that we can better understand what you’re interested in. Our display advertising partner then enables us to present you with retargeting advertising on other sites based on your previous interaction with grindspaces.com. The techniques our display advertising partner employs do not collect personal information such as your name, email address, postal address, or telephone number. You can visit this page (Link) to opt out of the subject targeted advertising.
- Services available to you under this License may include materials from third parties or links to certain third party web sites. You acknowledge and agree that Grind is not responsible for examining or evaluating the content or accuracy of any such third-party material or web sites. Grind does not warrant or endorse and does not assume and will not have any liability or responsibility for any third-party materials, web sites, or for any other materials, products, or services of third parties. Links to other web sites are provided solely as a convenience to you. You agree that you will not use any third-party materials in a manner that would infringe or violate the rights of any other party, and that Grind is not in any way responsible for any such use by you.
- Services available to you under this License, including but not limited to graphics, audio clips, and editorial content, contain proprietary information and material that is owned by Grind and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright. You will not use such proprietary information or materials in any way whatsoever except for permitted use of such services. No portion of such services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the available services, in any manner, and you shall not exploit such services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity.
- Grind and its licensors reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will Grind be liable for the removal of or disabling of access to any such Services. Grind may also impose limits on the use of or access to certain services, in any case and without notice or liability.
- Upon your completion of Grind’s registration process, you will have created a password enabling you to access your account. You agree to maintain the confidentiality of the password associated with your account, and you are fully responsible for all liabilities and damages resulting from your failure to maintain that confidentiality and all activities that occur through the use of your password. You agree to immediately notify us of any unauthorized use of your password or any other breach of security. You agree that Grind cannot and will not be liable for any loss or damage arising from your failure to comply with the above.
- Grind may allow Members to use the video screens in its locations to display information or images. You are welcome to contribute any appropriate JPEG images for display by uploading the same to our server(s) through the portal provided on our website. When you upload a file, or otherwise provide us with material for display on our website or video gallery, you are granting us a royalty-free, perpetual, non-exclusive, unrestricted, worldwide license to use, copy, sublicense, adapt, transmit, publicly display any such communication, and the right to sublicense to third parties the unrestricted right to exercise any of the foregoing rights granted with respect to the communication. The foregoing grants shall include the right to exploit any proprietary rights, including, but not limited to, rights under copyright, trademark, service mark or patent laws under any relevant jurisdiction.
- Internet Access
- As part of the License Fee, Licensee will be provided a wireless internet signal within the Location. Licensee is prohibited from using a mail server, hosting internal websites, dispatching broad based emails (spamming), utilizing internal FTP servers, Wi-Fi wireless internet hubs, voice over IP equipment or any equipment, applications, or practices that Grind deems to utilize excessive bandwidth.
- To protect Licensee’s computer(s) from unwanted hackers and viruses, and to prevent disrupting or impeding other internet users on the Location, it is Licensee’s sole responsibility to provide its own firewall and anti-virus protection on its computer(s). If Licensee’s computer(s) become(s) infected or hacked, regardless of whether it has installed firewall or anti-virus protection, Grind shall not be responsible for any damage suffered to the Licensee’s computer(s). If Grind notices or suspects that the Licensee’s computer(s) may be infected or hacked, Grind reserves the right to schedule a time to immediately inspect the Licensee’s computer(s). If Grind determines that the Licensee’s computer(s) is infected or has been hacked and is disrupting or impeding the shared public network, Grind reserves the right to immediately disconnect the subject computer(s) from internet access on the Location. Also, due to numerous incoming spam issues clogging up many email systems, Grind highly recommends that Licensee install spam-filtering software to help eliminate congestion and the slowing down of the network at the Location. Licensee shall indemnify and hold Grind harmless for any and all damages, including, without limitation, reasonable attorney’s fees that may result from the foregoing.
- Although Grind will take commercially reasonable steps to maintain the continuity of the wireless internet signal and telephone access, Grind accepts no liability for any suspension, interruption, temporary unavailability, loss of data or fault occurring in said service or any of the consequences thereof including loss of business or profits. Grind will take commercially reasonable steps to protect the wireless internet access system from unauthorized use; however, the system and the internet is not secure and, therefore, we accept no liability for any breach of the system, whether arising as a result of our allocation of access rights or otherwise.
- Insurance & Indemnity
- Licensee, at Licensee’s sole cost and expense, may obtain business insurance for its own protection, including, without limitation, Workers’ Compensation (required for any employee(s) working out of the Location), General Liability, Property & Casualty, and Fire & Burglary insurance. Regardless of Licensee’s choice whether to carry insurance, as a condition to the exercise of this License, Licensee hereby indemnifies and holds harmless Grind for any and all damages, including without limitation, lost business, lost profits, damage to equipment and personal property, theft, and any possible costs related to legal/attorney’s fees. In no event shall Grind become responsible for purchasing and/or maintaining the aforementioned insurance if the Licensee fails to obtain such insurance.
- Grind shall have no liability or responsibility to Licensee, and Licensee shall have no claim against Grind, for any damage or loss incurred by Licensee with respect to property located in, or services provided to, the Location, except as a result of the gross negligence or willful misconduct of Grind, its agents, servants, employers, contractors, or subcontractors.
- Licensee agrees to indemnify Grind against, and hold Grind harmless from, any loss, cost, expense, claims or demands (including reasonable attorneys’ fees) arising (i) by virtue of any accident, damage or injury to persons or property which may be in or upon, or be placed in or upon, the Location, (ii) by reason of occupation of the Location by Licensee’s employees, invitees and agents, except for damage caused by the gross negligence and willful misconduct of Grind, or its agents, servants, employers, contractors, or subcontractors, or (iii) by reason of Licensee’s breach of any of the terms or conditions of this Agreement, excluding, however, any such loss, cost, expense, claims or demands arising as a result of the gross negligence or willful misconduct of Grind or its agents, servants, employers, contractors, or subcontractors. The provisions of this Section shall survive the expiration or earlier termination of this Agreement.
- Termination & Default
- This license will automatically renew for the term chosen by the Licensee unless it is terminated by notice in writing to Grind. A Licensee with a thirty (30) day or “Monthly” license shall give Grind thirty days’ notice, a Dedicated Licensee shall give sixty (60) days’ notice.
- Grind may terminate the Agreement at any time upon Five (5) days written notice to the Licensee if in Grind’s sole discretion the Licensee or any of its agents, invitees or guests fail to comply with the terms and conditions of this Licence or any other policies or instructions provided by Grind and fails to cure such breach by the end of the Five (5) day period.
- Grind may terminate the Agreement with immediate effect in the event of repeated failure to pay or late payment of any amounts due hereunder.
- Grind may terminate the Agreement with immediate effect if Grind no longer has access to Location due to the expiration of its lease or any other event curtailing Grind’s access to or use of the location.
- In the event of termination, the Licensee shall immediately quit the Location but shall remain liable for past due amounts and Grind may collect all amounts due despite the termination or expiration of this Licence. Grind will have no obligation to refund any amounts paid hereunder if the Licensee leaves before the end of the term.
- Prior to the termination or expiration of this Agreement, the Licensee will remove all personal property from the Location. If it fails to do so, Grind shall have no obligation to store such personal property and after reasonable notice, may dispose of any personal property remaining in the Location. The Licensee waives any claim or demand regarding such personal property and shall be responsible for paying any costs reasonably incurred by Grind in relation to such removal or disposal.
- If Licensee is in default and for 5 days fails to respond to default notices, fails to contact Grind in writing with a plan to rectify the default, fails to satisfy its outstanding financial obligations to Grind under the terms of this Agreement, or fails to remove its belongings from the Location, then Licensee hereby accepts that such actions constitute a legal abandonment of its rights and belongings. In such an event, Grind shall be permitted, in its sole discretion, either to store the subject property for a period to be set by Grind, or to dispose of such property as Grind sees fit. If the subject property is stored, Licensee shall be responsible for all reasonable costs and fees associated with the same, including, without limitation, reasonable attorney’s fees. Licensee will indemnify and hold Grind harmless for any and all damages, including, without limitation, lost business, lost profits, costs of storage and reasonable attorney’s fees that may arise from the actions Grind takes to address the Licensee’s abandonment of its property and the Location.
- Upon the termination or expiration of this License, Licensee shall have no right to any of the property provided by Grind, including, without limitation, Grind’s IT-related equipment, office equipment, phones and office furniture. Nothing in this License shall be deemed to permit Licensee to retain possession of the Location after the expiration or termination of the License. Upon the termination, Licensee shall cease all use of the services and software provided by Grind or its licensors, and destroy all copies, full or partial, of such software.
- All notices to Grind relating to this License shall be in writing, shall be effective upon receipt and shall be sent by hand, courier or certified mail, return receipt requested, postage prepaid. Notices to Grind shall be delivered to the office manager of the Location used by Licensee.
- This Agreement may not be assigned, transferred or otherwise encumbered by Licensee nor shall Licensee permit or suffer any other person or entity to use or occupy any portion of the Location.
- This Agreement does not and shall not be deemed to constitute a lease or a conveyance of the Location by Grind to Licensee or to confer upon Licensee any right, title, estate or interest in the Location, except for such rights granted to Licensee pursuant to this Agreement. Notwithstanding the fact that this Agreement is a conditional license and not a lease so the Landlord-Tenant laws do not govern this Agreement nor can the Licensee invoke tenant rights or privileges, Licensee hereby specifically waives any and all rights that it may have under any Landlord-Tenant laws.
- This Agreement shall be construed and enforced in accordance with the laws of the State of New York. If any provision of this Agreement is held to be void, invalid or otherwise unenforceable (either in whole or in part), the remaining portions shall remain in effect and the parties shall use their best efforts to substitute the void, invalid or unenforceable provision with a new provision of like intent and effect. Any waiver of a right granted in this Agreement must be in writing and signed by the party holding that right. Any failure to exercise a right shall not be interpreted as a waiver to exercise that same right, or any other right, in the future.
- This Agreement is the entire understanding between the parties with respect to the subject matter contained herein, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. This Agreement may be amended or supplemented only by a written instrument duly executed by all the parties hereto. This Agreement may be executed in counterparts, all of which taken together will constitute one instrument.
Effective: July 1, 2017