General Terms and Conditions

TERMS & CONDITIONS

A.   Use of the space.  1.     General use. Momentum Coffee and Coworking grants to [one] representative of Licensee, such representative to be designated by the Licensee through written notice to Momentum Coffee and Coworking (the “Representative”) , a non-exclusive license, which is non-transferable by Licensee, freely transferable by Momentum Coffee and Coworking, and revocable at will without cause only by Momentum Coffee and Coworking, to use the “Shared Co-Working Space”, such space to be designated by Momentum Coffee and Coworking from time to time, including and to the extent available, any seating located therein, for the sole purpose of general office space for use by the Representative and by no other person and for no other activity or purpose whatsoever (the “Purpose”). 
 
2.     Restriction on general use. Licensee agrees that it shall not encroach upon or obstruct any neighboring licensee’s use of the Shared Co-Working Space, any common areas of the space, passageways or use any other areas for any other purpose, unless otherwise provided for herein, without the prior written consent of Momentum Coffee and Coworking.  Use of the space for any reason other than the Purpose requires the prior written consent of Momentum Coffee and Coworking, which will be granted in the sole discretion of Momentum Coffee and Coworking. Use of any equipment in the space other than [computers, projectors, 3D-printers,and phones] is prohibited unless the person using it has explicit permission from Momentum Coffee and Coworking to use the equipment and has been trained to use the equipment. 
 
3.     Guests. Licensee may have additional people occupy the Shared Co-Working Space provided that each such person is accompanied at all times by the Representative, adheres to all guidelines and restrictions under this Agreement that Licensee is bound by, and has signed a Liability Waiver (form of attached hereto as Exhibit A) (each such person a “Guest”). Momentum Coffee and Coworking, in its sole discretion, may refuse admittance to any Guest, choose whether a Guest is permitted to remain in the Shared Co-Working Space, and unilaterally amend this Agreement to not allow Guests at any time.  Licensee may only have [two] Guests at a time in the Shared Co-Working Space without the prior written consent of Momentum Coffee and Coworking. 
 
4.     Disclaimer. Nothing contained in this License shall be considered as in any way constituting a partnership between Momentum Coffee and Coworking and Licensee.  Licensee agrees that it does not and shall not claim at any time any leasehold interest, nor a license coupled with an interest, nor any other interest or estate of any kind or extent whatsoever in any part of Momentum Coffee and Coworking, the space, or the Shared Co-Working Space. Momentum Coffee and Coworking and Licensee agree that this Agreement is not a lease and that Licensee shall have none of the rights afforded a tenant under state law or local ordinance. 

B.    Terms.   1.     General. The term of this Agreement shall begin on the date this Agreement & application is executed and approved by Momentum Coffee and Coworking and Licensee and end on the last day of the month following the Effective Date (“Initial Term”), unless terminated earlier pursuant to the terms of this Agreement. 
 
2.     Renewal and Termination. The Agreement shall automatically renew for additional successive [one month] terms (each an “Extension Term” and, together with the Initial Term, the “Term”) until either (a) Licensee provides Momentum Coffee and Coworking written notice of termination of this Agreement at least [15 business days] prior to the end of the then current Term, (b) Momentum Coffee and Coworking provides Licensee written notice of termination of this Agreement at least [five business days] prior to the end of the then current Term, (c) Momentum Coffee and Coworking provides Licensee written notice of termination of this Agreement or (d) Momentum Coffee and Coworking provides Licensee written notice of termination of this Agreement. 

C.   Notice.
 
1.     General. All notices given in connection with this Agreement shall be in writing. Any notice required by any provision hereof shall be given in writing and either personally delivered or delivered by mail or electronic mail to Momentum Coffee and Coworking or Licensee, as the case may be, at the respective Notice Address listed herein.  Every such notice shall be deemed to have been received when (a) delivered personally, (b) if delivered by mail, on the [fourth] business day following the day of deposit in the United States mail, by certified or registered mail, first-class postage prepaid, or (c) if delivered by electronic mail, when sent. Either party may designate another address for notice by providing notice to the other of its change of address pursuant to this provision.
 
2. Momentum Coffee and Coworking’s Notice Address.  Address:  Momentum Coffee and Coworking
2119 S State Street
Chicago, Illinois 60616
Email:  [email protected]

D.    Condition of Premises. By accepting this Agreement and the License granted under this Agreement, Licensee shall be deemed to have accepted the Shared Co-Working Space as designated by Momentum Coffee and Coworking now or in the future “as is” with no representation or warranty by Momentum Coffee and Coworking regarding the condition of the Shared Co-Working Space or its suitability for the Purpose, Licensee’s business, or any activities engaged in by Licensee or Licensee’s Guests in the Shared Co-Working Space. Momentum Coffee and Coworking has no obligation to repair any part of the Shared Co-Working Space. Licensee acknowledges that, even in the best-managed office environments, systems, services, and security failures will occur. Momentum Coffee and Coworking will make reasonable efforts to provide certain services and otherwise maintain the environment, but Licensee acknowledges that Momentum Coffee and Coworking is not responsible for financial or other losses as a consequence of the receipt of services from Momentum Coffee and Coworking, or lack or insufficiency thereof, regardless of the reason or cause.
 
 

E. Use of Shared Resources.  1.  Normal Use. Momentum Coffee and Coworking shall provide utilities, Ethernetor internet services, conference room space, and other services and additional space, as offered from time to time by Momentum Coffee and Coworking in its sole discretion, on an ‘unmetered’ basis (the “Utilities and Space”).  This ‘unmetered’ basis is premised on a good-faith understanding between Momentum Coffee and Coworking and the Licensee that the Utilities and Space will only be used at a rate and manner consistent with the average level of use by other licensees, as determined by Momentum Coffee and Coworking (“Normal Use”). If Momentum Coffee and Coworking believes Licensee’s use of the Utilities and Space is beyond Normal Use, Momentum Coffee and Coworking will provide Licensee with written notice stating so. If after receiving such notice, Licensee continues to use the Utilities beyond Normal Use, Licensee will be in breach of this Agreement. 
 
2.     Prohibited Use. In no event shall Licensee use the Utilities and Space for any unlawful or illegal purpose, any instance that could be defined as “spam” per AT&T internet usage definitions (please request this information from Momentum Coffee and Coworking or AT&T if it is in question), or for viewing pornography. 
 
3.     Conference Room Use. When conference rooms are made available to licensees, Licensee shall not, without the prior written consent of Momentum Coffee and Coworking, use the conference rooms for more than several short meetings in any given day or more than a few long meetings during any given month.  When using a conference room for long meetings, when possible Licensee shall hold the meetings at the beginning or end of the business day. Licensee shall not use the large conference rooms for private telephone calls.  
 
4.     Decorum. Licensee shall not harm or damage in any way the space or any part thereof, including, without limitation, the Shared Co-Working Space. Licensee shall not commit waste, create nuisance (including bothering its neighbors or other licensees or subleases at the space), make any use of the space which is offensive in Momentum Coffee and Coworking’s sole opinion, nor do any act which would, in Momentum Coffee and Coworking’s sole opinion, tend to injure the reputation of Momentum Coffee and Coworking or the space. Licensee shall be responsible for any harm or damage it causes to the space.  Licensee agrees not to send unsolicited commercial email (spam) using Momentum Coffee and Coworking’s network, and to cooperate fully when requested by Momentum Coffee and Coworking to remove viruses, worms, Trojans, bots and other malware from its computer systems. Licensee shall not set up an independent wireless network at the space without prior written consent from Momentum Coffee and Coworking.  Licensee shall not make any alterations or additions to, nor permit the making of holes in, the space’s walls, partitions, ceilings or floors, nor permit the painting or placing of exterior signs, placards, promotions or other advertising media, banners, pennants, awnings, aerials, antennas, or the like in or about Momentum Coffee and Coworking under any circumstances without the prior written consent of Momentum Coffee and Coworking. Licensee shall comply with all laws, ordinances, orders and regulations affecting Licensee’s business and this License.  Licensee agrees that no trade or occupation shall be conducted in the space or use made thereof, which is unlawful, improper or offensive, or contrary to any law or any municipal by-law or ordinance in force in the City of Chicago.

F. Expectations. While this Agreement is in effect, Licensee shall operate its business in a first class and reputable manner, as determined in Momentum Coffee and Coworking’s sole discretion[, and shall operate its business continuously  and uninterruptedly]. Licensee shall adhere, and shall ensure Licensee’s Guests adhere, to all expectations and guest policies related to the space and the Shared Co-Working Space that are communicated in writing by Momentum Coffee and Coworking to Licensees, from time to time, as periodically amended (collectively, the “Expectations”).  In the event Licensee has not received the current Expectations prior to execution of this License, Momentum Coffee and Coworking shall provide a copy of the same upon      request by Licensee.

G. Privacy and Access. The Licensee acknowledges that Momentum Coffee and Coworking’s  active management of the space necessitates that Momentum Coffee and Coworking be able to access the Shared Co-Working Space, without advance notice, in order to provide services to the Shared Co-Working Space, view the condition of the Shared Co-Working Space, make alterations and repairs and so forth.  Momentum Coffee and Coworking will make reasonable efforts to ensure that such visits do not disrupt Licensee’s operations. Furthermore, the Licensee acknowledges that Momentum Coffee and Coworking’s active management of the space necessitates that Momentum Coffee and Coworking  have unfettered access to all parts of the space, including the Shared Co-Working Space, and that the Licensee has no expectation of privacy with respect to any location in the Shared Co-Working Space or space or any property or materials located or stored therein. In no event shall Momentum Coffee and Coworking be responsible for any personal property brought into the space by Licensee or Licensee’s Guests.

H. Surrender. Licensee may not store any personal property at any time in the Shared Co-Working Space.  Any personal property left by Licensee in the Shared Co-Working Space shall be considered abandoned by Licensee and may be disposed of by Licensor in any manner it deems fit. To the extent available, Licensee may rent a locker at the space for the purposes of storing personal property at the space for a monthly rental  rate to be determined by Momentum Coffee and Coworking from time to time, which shall be payable by Licensee together with its Use Fee.  Licensee recognizes that Momentum Coffee and Coworking has the right to access any locker at any time and that      Licensee has no expectation of privacy in the contents of the locker. Momentum Coffee and Coworking has the right to access Licensee’s rented locker and dispose of its contents in the event Licensee fails to make payment for its locker,  Momentum Coffee and Coworking believes the contents have been abandoned, in its sole, but reasonable discretion, or in the event that offensive odors or sounds emanate from the locker.  In no event shall Momentum Coffee and Coworking be responsible for any personal property stored in any of the lockers at the space by Licensee.

I. Relocation and Reconfiguration. The Shared Co-Working  Space may be relocated or reconfigured within the space at any time by Momentum Coffee and Coworking, with no liability to Momentum Coffee and Coworking as a result. 

J. Non-exclusivity. Licensee acknowledges that no exclusive rights or use      have been granted or given to it by Momentum Coffee and Coworking or Momentum Coffee and Coworking’s agents or employees. This Agreement does not grant any exclusivity rights to Licensee. Momentum Coffee and Coworking shall have the right to license any space at Momentum Coffee and Coworking to anyone, at any time, in its sole discretion. 

K. Liens. Licensee agrees not to cause or allow any mechanic’s lien to be filed against the space by reason of any work, labor, services, or materials performed at or furnished to Licensee, or to anyone claiming rights through or under Licensee. Nothing in this Agreement shall be construed as a consent on the part of Momentum Coffee and Coworking or subject Momentum Coffee and Coworking’s estate in the space to any lien of liability under the laws of Illinois.

L. Indemnification. Licensee hereby agrees to indemnify, defend and hold: (i)      Momentum Coffee and Coworking and Momentum Coffee and Coworking’s landlord, who Momentum Coffee and Coworking  the space from (the “Landlord”), and any successors in interest, (ii) their respective managers, employees,     agents, contractors, lessees, parents, subsidiaries, affiliates, and (iii) the successors or assigns of any of the above mentioned parties (collectively, “Momentum Coffee and Coworking Indemnities”) harmless from and against any and all claims, actions, liens, demands, expenses and judgments for loss,      damage or injury to property or persons in any way connected with the conduct or management of Licensee’s business, or otherwise arising from Licensee’s use of and presence in the Shared Co-Working Space and space, this Agreement, or Licensee’s activities hereunder, including all costs, expenses and attorney’s fees. Licensee shall also indemnify Momentum Coffee and Coworking for all costs, expenses, and attorney’s fees incurred by Momentum Coffee and Coworking to enforce this indemnity.

M. Non-Liability of Momentum Coffee and Coworking and Waiver. Momentum Coffee and Coworking shall not be  liable to Licensee for damages or otherwise for any delay or cessation in  the commencement or continuance of Licensee’s business operations. Momentum Coffee and Coworking’s only obligation under this Agreement is to perform the obligations prescribed to it pursuant to this Agreement. Momentum Coffee and Coworking shall  not be responsible or liable for, and Licensee hereby expressly waives, any and all claims against Momentum Coffee and Coworking and Momentum Coffee and Coworking Indemnities for injury to persons or damage to Licensee’s property, regardless of the cause and in the event of casualty or condemnation. Licensee’s property located  anywhere in the space shall be there at Licensee’s sole risk. Momentum Coffee and Coworking and Momentum Coffee and Coworking Indemnities shall not be liable for, and Licensee waives, all claims for loss or damage to Licensee’s business or damage to persons or property sustained by Licensee or by any person claiming by, through, or under  Licensee resulting from any accident or occurrence anywhere in, on or about the space, including, without limitation, claims for loss, theft or damage resulting from: (i) equipment or appurtenances becoming out of   repair; (ii) use of equipment; (iii) injury done or occasioned by wind or weather; (iv) any defect in or failure to operate, for whatever reason,  any sprinkler, heating or air-conditioning equipment, electric wiring or the installation thereof, gas, water or steam pipes, stairs, porches,      railings or walks; (v) broken glass; (vi) the backing up of any sewer pipe or downspout; (vii) the bursting, leaking or running of any tank, tub, washstand, water closet, waste pipe, drain or other pipe; (viii) the  escape of steam or water; (ix) water, snow or ice being upon or coming through the roof, skylight, trap door, stairs, doorways, windows, walks or any other place upon or near the space; (x) the falling of any fixture, plaster, tile, stucco or other material; (xi) any act, omission or negligence of other licensees or any other persons or occupants of the  space or of adjoining or contiguous buildings, or owners of adjacent or contiguous property or the public, or the construction of any private, public or quasi-public work; or (xii) any other cause of any nature.

N. Default. If Licensee (i) fails to perform any of the terms, conditions, or covenants of this License, including, without limitation, failure to pay the Use Fee in a timely manner, or (ii) becomes bankrupt or insolvent or files any debtor proceedings, or takes or has taken in any state a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion of Licensee’s property, or makes an assignment for the benefit of creditors, or petitions for or enters into an arrangement (each of the aforementioned a  “Default”), Momentum Coffee and Coworking, shall have      the right to immediately terminate this license without serving notice to      Licensee, remove Licensee and any persons claiming rights under Licensee      and their property from the space, lock and bar Licensee and all persons      claiming rights under Licensee from doing business in Momentum Coffee and Coworking, and pursue all other remedies available to Momentum Coffee and Coworking at law and in equity, including but not limited to the recovery of all amounts and other sums payable to Momentum Coffee and Coworking      under this Agreement. All rights and remedies of Momentum Coffee and Coworking herein or at law are cumulative.

O. Fees for Breach or Default. Licensee shall reimburse  Momentum Coffee and Coworking for all reasonable expenses and attorneys’ fees and disbursements  that Momentum Coffee and Coworking incurs in connection with a breach or Default by Licensee  under this Agreement or enforcement of any provision or covenant of this Agreement against Licensee, regardless whether suit is commenced or judgment is entered.

P. Assignment. Licensee shall not sell, assign, mortgage, pledge, sublicense, grant concessions or transfer this Agreement or any interest therein, without Momentum Coffee and Coworking’s prior written consent, which may be withheld  at Momentum Coffee and Coworking’s sole and absolute discretion; any such assignment, without prior written consent, is null and void. Momentum Coffee and Coworking may freely assign this Agreement and its interest therein. 

Q. Subordination. Licensee’s rights under this Agreement shall be subject and subordinate at all times to: (i) all ground leases or underlying leases that may now exist or hereafter be executed affecting  either or both of the Shared Co-Working Space and the space; and (ii) any mortgage or deed of trust that may now exist or hereafter be placed upon all or any portion of the space or any ground leases or underlying leases for the benefit of Momentum Coffee and Coworking.  Termination of Momentum Coffee and Coworking’s sublease with the Landlord or any successor in interest, will terminate this Agreement and all of Momentum Coffee and Coworking’s obligations to the Licensee.

R. Entire Agreement. Momentum Coffee and Coworking and Licensee acknowledge that there are no agreements or understandings, written or oral, between Momentum Coffee and Coworking and Licensee with respect to this Agreement, except as set forth herein and that this Agreement contains the entire agreement between Momentum Coffee and Coworking and Licensee with respect to the Shared Co-Working Space and the space.

S. Choice of Law and Venue. This Agreement shall be governed by,      construed, and enforced in accordance with the laws of the State of Illinois      without application of its conflict of laws principles. The parties hereto agree that any proceeding seeking to enforce any provision of, or based on any matter      arising out of or in connection with, this Agreement or the transactions      contemplated hereby shall be brought in any federal court located in the      State of Illinois or any Illinois state court, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such proceeding and  irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Proceeding  in any such court or that any such proceeding brought in any such court  has been brought in an inconvenient forum.

T. Operating Permits. If there are any licenses, authorizations or permits required by any governmental agency or authority for the conduct of Licensee’s business at the space, Licensee shall be responsible for  obtaining them at Licensee’s expense. Licensee shall not conduct any unlawful activities in or upon any part of the space or any part thereof.  Unless expressly permitted by Momentum Coffee and Coworking in writing, the consumption or sale  of alcoholic beverages in, at or from the space shall not be permitted.

U. Non-solicitation.  Licensee hereby acknowledges and agrees that it shall not employ or solicit for employment any employee, agent, or volunteer of any other licensee at the space during the Term and for a period of 12 months following termination of this Agreement.  Momentum Coffee and Coworking shall have  no obligation to enforce this provision and in no way shall be liable to  Licensee for any breach of this provision by any other permitted licensee or guest of the space.

V. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

W. Amendments. The failure of Momentum Coffee and Coworking to insist upon strict performance by Licensee of any of the conditions, provisions, rules and regulations, expectations and agreements in this License, or to exercise any option, shall not be deemed a waiver of any of Momentum Coffee and Coworking’s rights or  remedies, and shall not be deemed a waiver of any part of this Agreement. No part of this License may be modified, changed, or supplemented, nor may any obligations or rights hereunder be waived, except by written instrument signed by both Momentum Coffee and Coworking and Licensee.

X. Counterparts. This Agreement may be executed in any number of      counterparts, including by facsimile, each of which shall be deemed to be an original, but all of which together will constitute but one agreement. 

Accept & Continue