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Industrious Website and Portal Terms of Use

Last updated: 1/25/2019

These terms and conditions of use (“Terms”) constitute a legal agreement between you and Industrious National Management Company LLC (“Industrious”) and govern your use of the online services Industrious makes available to you as a member and licensee of an office space managed by Industrious or one of its subsidiaries or affiliated entities. Through the website and portal provided under these Terms (including related domains, sites, and mobile applications, as applicable, the “Site”), you may access your Industrious account and make use of other services accessible through the Site (the “Services”). These Terms also governs all visitors of the Site who are not members or licensees of the Site.

By (i) clicking an “Accept” or similar button, (ii) checking a box captioned with acceptance language, (iii) signing up for an account on the Site, (iv) using the Services, or (vi) communicating or otherwise contacting Industrious through the Site, you acknowledge that you have read and understand these Terms and that you agree to be bound by them. If you are using the Site on behalf of a company or other legal entity, the term “you” shall refer to such entity in addition to the individual user, and the individual accepting these Terms on behalf of such entity represents that he or she has authority to bind the entity to these Terms.

YOU MAY NOT USE THIS SITE OR THE SERVICES IF YOU DO NOT AGREE TO THESE TERMS. PLEASE REVIEW THEM CAREFULLY.

1. License Agreements

The Services and password-protected portions of the Site are available only to those licensees who have entered into a License Agreement with Industrious, and the employees and authorized users of such licensees as provided in the respective License Agreement. If you are not subject to a current License Agreement, you may only visit the publicly accessible portions of the Site.

2. User Accounts

When you register your online account, Industrious will provide you with user credentials (such as a user name and password) to access the non-public portions of the Site. You agree not to give these credentials to anyone else or allow anyone else to use or access the private portal and other protected content. When registering for your account, you must provide true, accurate, current, and complete information about yourself, and you must continue maintain and update the information you have provided so that it remains true, accurate, current, and complete so long as you continue to use the Site. Anonymous or false identities are not allowed on the Site.

3. Payments

Industrious may provide you with the ability to pay fees or purchase optional Services through the Site. Industrious accepts payments by credit/debit card and automated clearing house (ACH) payments, and the Site is compliant with the data security standards promulgated by the PCI Security Standards Council. By submitting your payment information (whether on a one-time or recurring basis) you authorize Industrious to charge your credit card or initiate ACH debits for all fees owed to Industrious or its affiliates. All fees not paid when due will incur an interest charge of 1.5% per month or the highest rate permitted by law, whichever is less. You will be subject to additional fees and/or penalties for late payments, returned checks, or other declined payments due to insufficient funds, as referenced in the License Agreement. All fees listed are exclusive of taxes unless otherwise noted, and you agree to be responsible and hold Industrious harmless for any taxes levied by applicable governmental authorities (including without limitation sales and use taxes and value-added taxes, where applicable).

4. Member Directory

Industrious maintains a member directory to enable members in shared office space to get to know each other. If you wish to completely remove your listing from the member directory (either on an individual basis or company-wide), please contact us at portal@industriousoffice.com.

5. Privacy Policy

Your privacy is important to us. How we collect and use your information is described in our privacy policy, which is available at https://www.industriousoffice.com/privacy-policy and is incorporated into these Terms.

6. Site and Services Contents

Ownership. Each of us shall maintain all rights, title and interest in and to all our respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”). The rights granted to you to use the Site or the Service under these Terms do not convey any additional rights in the Site or the Service, or in any Intellectual Property Rights associated therewith.

Information You Provide. You own the information you provide Industrious or input on third party websites through the Services. You grant Industrious a nonexclusive, revocable, worldwide, perpetual right to use, copy, prepare derivative works of, distribute, publish, remove, retain, add, process, or analyze the foregoing described information. By providing information to us or to third parties through the Site or the Services, you represent and warrant that you are entitled to and authorized to submit the information and that the information is accurate, not confidential, and not in violation of any contractual restrictions or other third party rights.

Royalty Free Right. Industrious shall have a royalty-free, fully paid up, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Site or the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback we receive from you. Industrious, and Industrious’s other product and service names, and logos used or displayed on the Site or through the Services are registered or unregistered trademarks of Industrious (collectively, “Marks”), and you may only use such Marks to identify yourself as a customer and user of the Services; provided you do not attempt, now or in the future, to claim any rights in the Marks, degrade the distinctiveness of the Marks, or use the Marks to disparage or misrepresent Industrious, its services or products.

Ownership of Site and Services. Except as expressly set forth herein, all rights, title and interest in and to the Site and Services and their components, including all related intellectual property rights, will remain with and belong exclusively to Industrious and its third-party vendors.

Limited License. Upon registering for the Site or the Services and upon the condition that you comply with all of your obligations under these Terms, Industrious grants you a non-exclusive, non-transferable, revocable license to access and use the Services (for the particular subscription purchased) and the Site, strictly in accordance with this Agreement and subject to all the limitations set forth in this Agreement.

Confidentiality. In the course of using the Site or the Services, you may be exposed to information of a confidential or proprietary nature belonging to Industrious, including but not limited to information regarding the Services and related technology, or information regarding Industrious’s business, financial, or marketing activities. You agree that you will not disclose any such information to any third party without Industrious’s express consent, and that you will not use such information except as expressly authorized by Industrious.

User-Submitted Content. The Site may include interactive and social networking features through which members can submit images, audio or visual content, reviews, posts, comments, messages, links, favorites, or the like. The Site may also include features that allow non-members to send email and other types of messages to Industrious. You understand that such content may be made available to other members or the public, and that such content will not be deemed confidential. You acknowledge, understand, and agree that we are not responsible for content posted by any user, including content that violate these Terms, and you browse the Site at your own risk. The display of user-submitted content on the Site does not constitute an endorsement of any such content or the user. You remain responsible and liable for any content you submit using the Site. You may not submit any content that is offensive, threatening, harmful, infringing of another’s proprietary rights, unlawful, or otherwise objectionable in Industrious’s sole discretion. By submitting content, you represent and warrant that such content is truthful, accurate, and complete in all respects, that it does not violate these Terms, and that you own or otherwise have adequate rights to submit such content. Industrious respects copyright laws and will remove the content of, or deny access to, any user that is found to be uploading infringing content.

Third-Party Content. The Site may include access to content created, owned, or controlled by third parties (including you or other members). The Site may also link to third parties’ websites. While we may make these available to you, they are not under our control and we are not responsible for their content, nor do we guaranty their accuracy or availability to you. You may be required to agree to such third parties’ terms and conditions in order to use or access their content or websites. Accordingly, we encourage you to review the terms of use and privacy policies, if any, associated with third-party content or websites.

Your Content. For any content you post to any public area of the Site or communicate to us as feedback or suggestions regarding the Site or Services (excluding personal information submitted during account registration and confidential payment information), you grant us an unrestricted, nonexclusive, perpetual, royalty-free, irrevocable, transferable, worldwide right and license to use, reproduce, modify, adapt, translate, display, publish, transmit, and distribute such content in any form, medium, or technology now known or later developed, without further compensation, consideration, attribution, or notice, including to incorporate your comments or suggestions into improvements and future versions of our Site and Services.

DMCA Notices. The Digital Millennium Copyright Act of 1998 (DMCA) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any material used or displayed on the Site infringes your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. Notices shall include the following information: (i) a physical or electronic signature of a person authorized to act on behalf of the copyright owner; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing; (iv) information reasonably sufficient to permit us to contact you, such as your address, telephone number, and/or email address; (v) a signed statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright or other proprietary right owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the copyright owner. All

DMCA notices shall be submitted to:

Industrious National Management Company LLC 215 Park Ave South, Suite 1300 New York, NY 10003 legal@industriousoffice.com

7. Prohibited Conduct

You may not:

  • modify, alter, reverse engineer, or create derivative works of this Site or its contents;
  • distribute to third parties or publically display the Site contents or use any portion thereof for commercial purposes, except as expressly authorized;
  • scrape, copy, download, use, or distribute (whether or not for commercial purposes) any other member’s personal information or any list or directory of members, except as expressly authorized;
  • send other users of the Site spam, surveys, contests, chain letters, pyramid schemes, or other unsolicited bulk or junk messages;
  • remove, modify, or obscure any copyright, trademark, or other proprietary notice;
  • attempt to (i) gain access to any portion of this Site for which you do not have authorized access, (ii) interfere with or interrupt the operation of this Site (including without limitation through denial of service attacks), or (iii) harm Industrious or any user of this Site, through hacking, data mining, the use of viruses or other malware, or any other means; or
  • otherwise use or access this Site, its contents, or any connected network, system, or database, in any way not authorized by these Terms or in violation of any law.

Areas of the Site may have different terms of use posted. If there is a conflict between these Terms and terms of use posted for a specific area of the Site, the latter shall have precedence with respect to your use of that area of the Site.

8. Indemnification

You agree that you remain responsible for the content that you submit or send using the Site. You agree to defend and hold harmless Industrious and its affiliates, and their employees, contractors, directors, managers, officers, and representatives, from and against any damages, losses, or costs (including reasonable attorneys’ fees), arising from, or in connection with any claim, suit, or action relating to: (i) your content; (ii) your use of the Site or Services; (iii) your violation or infringement of any right of a third party or any applicable law in connection with the Site or Services; (iv) any property damage or personal injury caused by you; or (v) your breach of these Terms.

9. Disclaimer of Warranty

THE SITE AND ALL CONTENT THEREIN, AND ANY PRODUCTS AND SERVICES OFFERED THROUGH THE SITE, ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND. INDUSTRIOUS AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM AND EXCLUDE TO THE FULLEST EXTENT PERMITTED BY LAW ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. INDUSTRIOUS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS OF CORRECTNESS, COMPLETENESS, ACCURACY, RELIABILITY, AVAILABILITY, SUPPORT, TIMELINESS, SAFETY, OR PERFORMANCE WITH RESPECT TO THE USE OF THE SITE OR ITS CONTENT. INDUSTRIOUS MAKES NO WARRANTY THAT THE SITE OR THE SERVICES WILL MEET USER’S NEEDS OR BE ERROR FREE OR ACCURATE. ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY CONTAINED HEREIN WILL NOT BE ENFORCEABLE.

10. Limitations of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, INDUSTRIOUS WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, INCLUDING FOR LOSS, CORRUPTION, OR INACCURACY OF DATA, LOST PROFITS, LOST BUSINESS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR LIABILITY OR INJURY TO THIRD PERSONS, WHETHER FORESEEABLE OR NOT AND REGARDLESS WHETHER INDUSTRIOUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, INDUSTRIOUS’S (INCLUDING ANY OF ITS AFFILIATES) AGGREGATE LIABILITY, FOR DAMAGES (MONETARY OR OTHERWISE) UNDER THESE TERMS CLAIMED BY YOU OR ANY THIRD PARTY ARISING FROM THE SITE OR OUR GOODS OR SERVICES, SHALL BE LIMITED TO THE LESSER OF (I) ACTUAL DAMAGES INCURRED, OR (II) PAYMENTS MADE BY YOU FOR THE GOODS OR SERVICES DURING THE SIX (6) MONTHS PRECEDING THE CLAIM. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. THIS LIMITATION WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

11. Changes to the Site or these Terms

The Site and Services and any of their features or content are subject to change from time to time. These Terms may be amended by Industrious at any time. If changes to these Terms are significant, we will make reasonable efforts to notify you of the modified Terms. If you do not accept the modified Terms, we may terminate your access to the Site or Services, and if you continue to use the Site or Services after receiving notice, such use will constitute your acceptance of the modified Terms.

12. Governing Law

This Site originates from the State of New York, USA. Industrious makes no representation that any content will be available or legal in other locations. You agree to comply with all applicable laws governing your use of the Site. You may not access, download, use or export materials posted to the Site in violation of the export laws or regulations applicable to your or our jurisdiction.

These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to rules or principles regarding conflicts of laws. Any action or proceeding arising out of or relating to these Terms must be brought exclusively in the state or federal courts located in Brooklyn, New York. Each party irrevocably consents and waives objection to personal jurisdiction and venue in, and agrees to service of process issued by, any such court in any such action or proceeding.

13. General

Entire Agreement. These Terms constitute the final, complete, and exclusive agreement of the parties relating to the use of the Site and the Services, and supersedes and merges all prior discussions between the parties, except that written agreements signed by the parties shall supersede these Terms. Industrious will not be deemed to have entered into any contract or agreement on the basis of industry custom or standards or on the basis of any communications that do not result in an express written agreement signed by Industrious. Absent an express written agreement signed by Industrious, Industrious will have no liability to any party. Industrious is under no obligation to negotiate any transaction with you, including without limitation, any lease or sale of real property, and may terminate in its sole and absolute discretion any ongoing negotiations.

Real Estate Brokers. You warrant and represent to Industrious that you are not a real estate broker, finder or any other person acting on behalf of a landlord or property owner for a fee or commission. You further warrant and represent that absent an express written agreement signed by Industrious, you will not seek any fee or commission from Industrious related to any transaction, including without limitation, the lease or sale of real property. You further agree that absent an express written agreement signed by Industrious, if anyone makes a demand on Industrious for a fee or commission related to your involvement in the sale or lease of real property, you will indemnify Industrious for such fees or commissions.

Rights and Remedies. The rights and remedies provided to Industrious in these Terms are cumulative and in addition to any other rights and remedies available to it at law or in equity.

Assignment. You may not assign or delegate your rights or duties under these Terms without Industrious’s express prior written consent. Industrious may assign or delegate its rights or duties under these Terms in its sole discretion. Subject to the foregoing, these Terms shall inure to the benefit of each party’s permitted successors and assigns.

Severability. In the event that any provision of these Terms shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that all other provisions shall otherwise remain in full force and effect and enforceable.

Relationship of the Parties. The parties are independent contractors; nothing herein will be construed to create a partnership, joint venture, or agency relationship between the parties, and neither party by virtue of these Terms will have any right, power, or authority to act or create any obligation, expressed or implied, on behalf of the other party.

Headings. Headings herein are for convenience of reference only and shall not affect interpretation of these Terms.