COWORKING MEMBERSHIP AGREEMENT
- Work Space Rental. TDB COWORKING CORP. d/b/a THE DRAWING BOARD, a Texas Corporation (the “Company“) hereby agrees that it shall rent to you, (“you”, or the “Member”), and you agree that you shall rent from the Company, office space conforming to the description contained in your registration form (the “Work Space”). The Work Space shall be located at 1900 Jay Ell Drive, Richardson, TX 75081 (the “Premises”). You hereby agree and acknowledge that you shall not have the right to any particular room, office, floor, space or area of the Premises and that the Company shall have the unrestricted right to assign you to any space on the Premises, provided that the assigned area conforms to the basic specifications as listed in your registration form. In addition, the Company reserves the right to mandate that you be moved to a new Work Space in the Premises at its sole and absolute discretion for any reason, provided that in the event you are relocated the Company provide a new Work Space conforming to your basic requirements. The Work Space has a limited capacity. If the number of persons regularly using your Work Space is excessive or beyond the number of persons allowed in this Membership Agreement, you shall pay the then current additional fee to obtain additional office space in the Premises. We reserve the right to limit the number of persons allowed in your Work Space.
- Membership Fee. As compensation for the rental of the Work Space, you hereby agree to pay Company the agreed upon fee for the Term of this Membership Agreement (the “Membership Fee”). You shall pay the Membership Fee via on the first day of the month each month during the Term (the “Due Date”). A $50 late fee is imposed for payments received after the Due Date, and $3 daily fee thereafter. Failure to impose late fees shall not constitute a waiver of Company’s right to impose late fees at a later date. There is a $50.00 fee for returned checks. There shall be an additional fee of $50.00 per month for each additional member associated with your Membership.
- Member Services. The Company shall provide you with certain additional onsite services at the Premises during the Term of this Membership Agreement as more thoroughly described in Exhibit A, attached hereto and incorporated herein (collectively with the services set forth in this section, the “Member Services”). In addition, the Company shall provide the following services to you at the Premises, provided that such services are commercially practicable or would otherwise not create an undue burden on the Company to provide. You acknowledge and agree that the Company may from time to time limit, modify, add, or remove individual Member Services at its sole and absolute discretion:
- Regular maintenance of the Work Space, including custodial services as the Company deems suitable.
- Access to high speed internet, including wired and Wi-Fi options.
- Use of the printers, copiers and/or scanners made publicly available in the Premises.
- Use of the conference rooms in the Premises during on regular business hours, per Section 6 below, and subject to any additional fees or reservation requirements the Company may choose to impose on its members.
- Central climate control, including air-conditioning and heating in the Work Space during regular business hours.
- Kitchen Area: The kitchen provides a sink, microwave, and refrigerator(s). All members must clean up after themselves and refrain from bringing in foods that may create an odor bothersome to other members.
- Mail and delivery acceptance and provision of mail address for your business activities during regular business days, provided that the Company shall not be responsible for any failed deliveries, collections, or missed packages.
- Parking: During the term of this Membership Agreement, you shall have the non-exclusive use in common with Company and other members, their guests and invitees, of the common automobile parking areas, driveways, and footways, subject to rules and regulations for the use thereof as prescribed from time to time by Company. You shall not store any object on the lot, or occupy a space overnight.
- Term. The “Term” of this Membership Agreement shall be month to month, provided that any party that seeks to terminate this Membership Agreement shall provide the other party with one week written notice prior to any such termination. Should the member sign up for a one year contract, member must pay first and last month’s payment up front. If member switches membership levels at any time during the one year, 12th month free discount will apply to lowest valued membership. Company shall provide a 15-day minimum notice of rent-rate changes, or revisions to this Membership Agreement or the rules and regulations of the Premises.
- Access to the Premises. Company provides one electronic key badge and one key (Private Office Space Only) to each Member. You are responsible for the electronic building entrance badge, and must notify the Manager if you lose or misplace a badge. The badge must be returned upon termination of this Membership Agreement. You may not give the badge to other parties without the prior notice to the Manager of the Premises. Failure to do so shall result in the immediate termination of this Membership Agreement. Replacement badges shall be billed at $20.00. Replacement keys shall be billed at $15.00.
- Conference Rooms. Conference Rooms are a shared amenity; scheduling is based upon availability. Use of the conference rooms must comply with the following:
- i) Conference Rooms must be reserved by you prior to use;
- ii) Maximum Conference Room use is 4 hours per month, subject to availability. Additional hours shall be billed to your account at $25.00 per hour for the conference room in Side A, and a $30.00 per hour fee for the conference room in Side B. The Company reserves the right to control, or remedy, Conference Room scheduling at any time.
iii) You must be physically present during Conference Room use.
- iv) You shall leave Conference Rooms clean and orderly after use. A $50 minimum cleaning fee will be invoiced to you if the Conference Rooms is left disorderly, unclean, or damaged.
- Business Hours/Days. Company shall allow you regular access to the Premises and the Work Space 24 hours a day, 7 days a week. Regular Business Hours for non-members are generally from 8:00 a.m. To 6:00 p.m. on weekdays, with the exception of Federal or State holidays.
- Right of Access. The parties agree that the Company shall have the unrestricted right to access the Work Space at any time, with or without notice, in connection with provision of the Services, for safety or emergency purposes, or for any other purposes. The Company, or any third party or service provider operating in the Company’s name, reserves the right to temporarily or permanently move furnishings into or out of the Work Space, or to customize the format of any Work Space at its discretion, provided that no such modification shall be made if it would substantially impede your ordinary business requirements or would otherwise render the Work Space non-compliant with the basic requirements you have selected, unless the Company shall provide you an adequate replacement Work Space conforming to your basic requirements.
- Work Space Not Timely Available. In the event that the Company is unable to offer Work Space conforming to your basic requirements at any time and for any reason, including due to (i) changes in construction plans or build out plans, delays in obtaining permits, or any other modifications to the Premises, or (ii) delays attributed to your request or actions, Company shall not be subject to any liability, nor will such failure affect the validity of this Membership Agreement. In this event, except as set forth in this Membership Agreement, you may at your option request any available temporary non-conforming Work Space the Company deems available at the prevailing rate for such replacement Work Space, or you may elect to wait until the Work Space is available and shall not be obligated to make payments of the Membership Fee until such time as you begin the occupation of the Work Space.
- Permitted Use of Work Space. The Work Space and the Premises shall be used by you solely for standard office business purposes. Permitted activities shall include, but not be limited to office work, business meetings, client meetings, communications, and other such practices as may typically be expected in an office environment. The foregoing notwithstanding, Company reserves an absolute right to permit or deny any activity on the Premises or within the Work Space, and the Company may permit you to use the Work Space or facilities on the Premises for other purposes at its sole and absolute discretion. Permitted activities may be further modified, defined, or enumerated in Company policies or guidelines issued to you from time to time at the Company’s sole discretion. You shall carry on your business in the Work Space and on the Premises in a reputable manner and shall not do, omit, permit, or suffer to be done or exist upon the Premises anything which shall result in a nuisance, hazard, or bring about a breach of any provision of this Membership Agreement or any applicable present or future governmental or quasi-governmental laws, ordinances, rules, regulations, codes.
- Signs. Except with the prior written consent of Company, you shall not erect, install, display, inscribe, paint, or affix any signs, lettering, or advertising medium on the Premises. All signage shall conform to the rules and regulations promulgated by the Company for the use of the Premises and Work Space.
- Approval of Member’s Alterations. No alterations, including, without limitation, repairs, replacements, additions, or modifications to the Premises or Work Space shall be made by you without the Company’s express approval, at its sole and absolute discretion.
- Loss or Damage. The Company shall not be liable for any damage (to persons or property), death or injury arising from or out of any occurrence in, upon, at, or relating to your business activities in the Work Space or the Premises generally, or for any damage to property, fixtures, or equipment located in the Work Space or the Premises, even if such death, injury, loss, or, damage results in part from the Company’s gross negligence or misconduct. Without limiting the generality of the foregoing, the Company shall not be liable for any injury or damage to persons or property resulting from fire, explosion, falling plaster, falling ceiling tile, falling fixtures, steam, gas, electricity, water, rain, flood, natural disasters, or leaks from any part of the Premises or the Work Space, from the pipes, sprinklers, appliances, plumbing works, roof, windows, or subsurface of any floor or ceiling of the improvements or from the street or any other place or by dampness, or by any other cause whatsoever. You agree to indemnify Company and hold it harmless from and against any and all loss, claims, actions, damages, liability, and expense of any kind whatsoever (including reasonable attorneys’ fees and costs at all tribunal levels) caused directly or indirectly, wholly or in part by any act or omission of yours or your agents, employees, and invitees, unless caused by the willful misconduct of the Company or an unrelated third party whose actions are not reasonably within your control, arising from any occurrence in, upon, or at the Premises or the Work Space, or the occupancy, use, or improvement by you, or your agents, or invitees of the Premises or Work Space or any part thereof.
- Defaults. A default by you shall be deemed to have occurred hereunder in the event that: (i) any Membership Fee is not paid within ten (10) days from the due date of such payment; (ii) any other additional fee is in arrears and is not paid within ten (10) days after due; (iii)you have breached any of its obligations in this Membership Agreement or the Rules and Regulations and you fail to remedy such breach within ten (10) days after written notice from Company.
- Remedies. In the event of default the Company shall be entitled to any remedy available to it under State or Federal law, including but not limited to termination of this Membership Agreement as well as bringing claims in any Federal or State court of competent jurisdiction, claims for punitive damages, or any available equitable or injunctive relief. Additionally, prior to the termination or expiration of this Agreement, you shall remove all of its property from the Work Space and Premises. After reasonable notice, Company shall dispose of any property remaining in or on the Work Space or Premises after the termination or expiration of this Membership Agreement and will not have any obligation to store such property, and you hereby waive any claims or demands regarding such property. You shall pay any fees reasonably incurred by Company regarding such removal. Following the termination or expiration of this Membership Agreement, Company will not forward or hold mail or other packages delivered to the Premises.
- Costs. You shall pay to Company on demand all costs incurred by the Company, including reasonable attorneys’ fees and costs incurred by the Company in enforcing any of your obligations under this Membership Agreement.
- Additional Remedies. The rights and remedies of the Company set forth herein shall be in addition to any other right and remedy now and hereinafter provided by law. All rights and remedies shall be cumulative and non‑exclusive of each other. No delay or omission by the Company in exercising a right or remedy shall exhaust or impair the same or constitute a waiver of, or acquiescence to, a default.
- Additional Use Restrictions. You acknowledge and agree to any restrictions and covenants recorded among the Public Records as of the date hereof which may adhere to the Premises or the land, in addition to any restrictions and covenants that may be set forth in this Membership Agreement.
- Failure to Vacate Work Space. If you remain in possession of the Work Space after the end of the Term, or if you remain in possession of the Work Space following any order to vacate the Work Space, you shall be held to be in default of this Membership Agreement, and you shall be subject to immediate removal from the Work Space and Premises. Additionally, you shall be required to pay TWO (2) times the amount of your then-current Membership Fee each month that you refuse to vacate the Premises.
- Fire & Casualty. If damage by fire or other casualty to the Building in which the Premises are located is so extensive as to amount practically to the total destruction of the Premises or of such Building, this Membership Agreement shall terminate and the Membership Fee shall be apportioned to the time of the damage. In all other cases where the Premises are damaged by fire or other casualty, Company shall repair the damage with reasonable dispatch and if the damage has rendered the Premises untenable (in whole or in part), the Membership Fee shall be abated until the damage has been repaired, unless such fire was caused by you, your employees or invitees.
- Subordination. This Membership Agreement shall be subordinate to any mortgage now or hereinafter encumbering the Premises. Upon Company’s request, you agree to execute any subordination agreement and/or estoppels certificates required by Company or its lender.
- Insurance; Tax; Indemnification. You shall release Company and hold Company harmless from damages, claims, and costs caused by the acts or omissions of Company, Company’s supplier, Utility Companies, or other members, their employees, invitees and agents. You shall insure your personal property. You shall be responsible for any personal property tax imposed on your property located in the Premises.
- Waiver; Partial Invalidity. If either Company excuses or condones any default by you of any obligation under this Membership Agreement, this shall not be a waiver of such obligation in respect of any continuing or subsequent default and no such waiver shall be implied. All of the provisions of this Membership Agreement are to be construed as covenants even though not expressed as such. If any such provision is held or rendered illegal or unenforceable it shall be considered separate and severable from this Membership Agreement and the remaining provisions of this Membership Agreement shall remain in force and bind the parties as though the illegal or unenforceable provision had never been included in this Membership Agreement.
- Notices. Any notice, consent, or other instrument required or permitted to be given under this Membership Agreement shall be in writing and shall be delivered in person, or sent by certified mail, return receipt requested, or overnight express mail courier, postage prepaid, addressed (i) if to Company, at 1900 Jay Ell Drive, Richardson, TX 75081; and (ii) if to you, at the address provided during registration. Any such notice or other instruments shall be deemed to be effective upon receipt or refusal of delivery. Either party may give notice to the other of any change of address and after the giving of such notice, the address therein specified is deemed to be the address of such party for the giving of notices. If postal service is interrupted or substantially delayed, all notices or other instruments shall be delivered in person or by overnight express mail courier.
- Captions and Section Numbers. The captions, Section numbers, and article numbers appearing in this Membership Agreement are inserted only as a matter of convenience and in no way affect the substance of this Membership Agreement.
- Entire Agreement; Amendments; Assignments Prohibited; Governing Law. This Membership Agreement and the exhibits, and riders, if any, or any other referenced document attached hereto are incorporated herein and set forth the entire agreement between you and the Company concerning the rental of the Work Space and there are no other agreements or understandings between them, provided that the Company may issue, amend and add regulations concerning the rules, use, and comportment of all activates on the Premises or the Work Space at any time in its sole and absolute discretion. This Membership Agreement and its exhibits and riders may not be modified except by agreement in writing executed by the parties. This Membership Agreement may not be assigned by you without the prior written consent of the Company, in its sole and absolute discretion. This Membership Agreement shall be construed in accordance with and governed by the laws of the State of Texas. Venue for any dispute shall be situated in Dallas County, Texas, and each party waives any claim or defense of forum non-conveniens.
- No Partnership. Nothing in this Membership Agreement creates any relationship between the parties other than the relationship explicitly defined herein, and nothing in this Membership Agreement constitutes the Company as your partner, or a joint venture, or member of a common enterprise with you.
- OFAC Compliance/Patriot Act. You represent and warrant that (a) neither you nor any person or entity that directly or indirectly owns an interest in you or your company or any of its officers, directors, or managing members is a person or entity (each, a “Prohibited Person“) with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC“) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including Executive Order 13224 (the “Executive Order“) signed on September 24, 2001 and entitled “Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism”), or other governmental action, (b)Your activities do not violate the International Money Laundering Abatement and Financial Anti‑Terrorism Act of 2001 or the regulations or orders promulgated thereunder (as amended from time to time, the “Money Laundering Act“) (i.e., Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”), and (c) throughout the Term of this Membership Agreement, you shall comply with the Executive Order, the Money Laundering Act, and the Patriot Act.
- Hazardous Materials: You agree not to use, dispose, store or generate any hazardous materials in violation of any law, rule or regulation in the Premises and in the event such laws, rules or regulations require you to remove or otherwise remedy the existence of any hazardous materials discovered in the Premises, you agree to remove or remedy the same. You agree to indemnify and save Company harmless against any losses, damages, costs, liabilities and claims suffered by Company in connection with a breach by you of your obligations set forth in this section.
- Limitation of Liability. The aggregate monetary liability of the Company to you or your employees, agents, guests or invitees for any reason and for all causes of action, will not exceed the total Membership Fees paid by you to Company under this Membership Agreement in the twelve (12) months prior to the claim arising. The Company shall not be liable under any cause of action, for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption. You acknowledge and agree that you may not commence any action or proceeding against the Company, whether in contract, tort, or otherwise, unless the action, suit, or proceeding is commenced within one (1) year of the cause of action’s accrual.
- Brokers. You represent and warrant that you have not used a broker or real estate agent in connection with this Membership Agreement. You hereby indemnify and hold Company harmless against any claims arising from the breach of any warranty or representation of this paragraph.
- Class Action Waiver. Any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. The parties shall not 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. You agree not to participate in claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person’s account, if Company 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 COMPANY INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.
- TRIAL BY JURY. YOU AND THE COMPANY EACH HEREBY WAIVE ITS RIGHT TO A JURY TRIAL OF ANY ISSUE OR CONTROVERSY ARISING UNDER THIS MEMBERSHIP AGREEMENT.
Member Services and Costs
- Minimum Services:
- Free Wi-Fi
- Building Access Card
- Printing, Scanning, Faxing, & Shredding
- Free Coffee, Infused Water & Tea
- Lounge Area
- Utilities, IT Support, & Mail Services
- Kitchen & Dining Area
- Cleaning Services
- Vending Machine
- Foosball, Ping Pong & Pool Table
- Optional Services:
- a) Vending Machines: Snacks and drinks are available from on-site vending machines.
- b) Additional Conference Room Hours- $25 per hour or $30 per hour depending on room.
As to any amenity or service provided by Company under this Membership Agreement, Company shall not be liable for any damage or loss that is caused by a failure to provide an amenity due to an act of God, failure of a third-party utility or other provider, mechanical breakdown, labor strike or other cause not within the control of Company.
Rules and Regulations
Rules for members, their invitees, employees, clients, guests, and affiliates while on the Premises:
- Common areas of the Premises are to be enjoyed by all members and guests unless otherwise instructed by Company.
- You must maintain professional behavior and business attire. You will not use, or allow the use, of the Premises for any purpose that is deemed unprofessional or disruptive to other members or guests.
- You will not permit any illegal or immoral practice to be committed or carried out on the Premises by you or any of your employees, invitees, contractors, or clients.
- You may not canvas, peddle, or solicit other members
- You must abide by the internet use rules, and not overburden Company’s shared internet network
- Your actions must not disrupt other members’ enjoyment. Disruptions include, but are not limited to, odors, noises, and visual disruptions.
- You may not use the Work Space in a retail, medical or other manner which requires frequent visits of your customers;
- Fobs, keys, key cards and other such items used to gain physical access to the Premises or the Work Space remain Company’s property. You shall be liable for replacement fees should any such property be lost, stolen or destroyed. You shall not make any copies of any keys, keycards or other means of entry to the Work Space or the Premises or lend, share or transfer any fobs, keys or keycards to any third party, unless authorized by us in advance. You may not change the locks to their Work Space.
- No pets are allowed at any time, except for properly licensed service pets. If you bring a service pet into the Premises, you shall be responsible for any injury or damage caused by this pet to other members or guests or other occupants of the Premises or to the property of (i) Company or any of its employees, members or guests or (ii) the other occupants of the Premises. Company shall not be responsible for any injury to such pets.
- You may not move furniture or fixtures without the approval of Company. You may not add furniture to the Work Space or hang items on the walls or ceiling without permission from the Company.
- Alcohol is prohibited except during approved special events
- No smoking or vaping in the Premises. Smoking only permitted in designated smoking areas outside the Premises. Butts must be disposed of in appropriate containers
- All guests MUST sign in. Guests should only be allowed into the building through the front door and must sign-in with the receptionist before being able to meet with members. Guests who refuse to sign-in will be removed from the property.
- You must supply and use surge protection for all electric devices. You are responsible for noncompliance Fire Dept. fines.
- You must not cause excessive utility-use beyond reasonably normal office standards
- You must maintain your Work Space in a clean and orderly manner and not litter in or around the Premises.
- You must insure your personal property and provide Company with a copy of such policy
- You will not allow the Premises to be used for any purpose that will increase the rate of insurance therein, nor for any purpose other than that hereinbefore specified.
- The listening of music or viewing of videos must be done with headphones so as not to distract other members.
- If hosting an event, you must have the advanced approval of the Company and pay all accompanying fees associated therewith.
The Company has full right to immediately evict any member who is directly, or indirectly, involved in violations described above. The Company reserves the right to rescind, amend, alter or waive any of the rules and regulations it deems necessary, desirable, or proper to maintain the best interests of the Premises and other members. Noncompliance of these rules may result in fines and/or eviction.
Internet Usage Policy
- Any activity that impairs the network, reduces the network security, or negatively impacts other users on the network, is strictly prohibited.
- You will not engage in crypto currency mining from the Premises or via the internet service provided by the Company
- You will not create, view, upload or download any pornography, illegal or obscene materials through the internet service
- You will pay any fee associated with troubleshooting, and repairing, network issues caused by you.
- Company is not responsible for internet down-time for any reason.