Legal Agreement: Terms of Service
1. General
a. Introduction
This Agreement is long and boring, but it’s important that you read it carefully to understand your rights and protections, as well as ours. We hope to be able to simplify these terms in the future. Please contact us at andrea@thehivewichita.com if you have questions relating to this Agreement.
b. Conduct
Be on your best behavior – this is an office, after all. The less harmony there is in our workspace, 200 N. Broadway Street Ste. 110, Wichita, KS, 67202 (“The Hive”), the less engagement there will be. It behooves everyone to play nice. The goal of The Hive is to foster community. If you aren’t into that, that’s totally ok, really, and maybe The Hive isn’t the right place for you. We’re a professional-yet-kumbaya kind of space. At the discretion of Andrea Stang (“Andrea”) or those individuals whom Andrea has formally and ceremonially deputized (“The Hive Leadership”), or upon notice from other Members, disruptive or abusive language or behavior will result in a warning and mark against your membership (a “Strike”). On the third Strike, your membership – i.e. license – will be revoked. Your membership may be revoked prior to the third Strike upon the sole discretion of The Hive Leadership. The remainder of this Agreement provides both the basic legal provisions that govern our relationship as well as the general rules that we would ask you to abide by here at The Hive.
2. License
The Hive LLC hereby grants you, and you hereby accept from The Hive LLC, a license and privilege to operate an office, access open co-working spaces, access rental facilities, or some combination of these privileges, depending on the Membership Option you have selected, and use the facilities designated by The Hive LLC at The Hive. The license does not convey title to any land or buildings and does not create a possessory interest or tenancy of any kind.
3. Term
Unless we’ve otherwise agreed in writing, the term of this Agreement (and by extension, your membership), is one month (the “Term”). This Agreement automatically extends at the end of this Term for another Term of equal length unless terminated by you or The Hive LLC. You are agreeing to pay all membership fees, including any fines, up and until the last day of the Term.
4. Space and Services
The Hive LLC may provide you with access to office space, work stations, Internet access, office equipment, conference space, knowledge, resources, and other services as may be provided from time to time (collectively, “Services”). The Services are at all times subject to this Agreement. With our consent, you may add additional office space and/or Services under this Agreement at any time by choosing a different Membership Option.
You acknowledge that even in the best-managed office environments, systems, services, and security failures will occur. We will make our best efforts to provide quality services and otherwise maintain a quality environment, but you acknowledge that we are not responsible for financial or other losses as a consequence of the receipt of services from The Hive LLC, or lack or insufficiency thereof, regardless of the cause.
You agree that the Services or actions that may be performed by The Hive LLC under this Agreement may also be performed by affiliates of The Hive LLC.
5. Moving Out
a. General
One of the benefits of our offering is to give Members the flexibility to be able to move elsewhere on short notice if their needs change. The Hive LLC requests that you provide as much informal notice as possible of any planned decrease in your use of our Services. Giving us an idea of your future plans will not prejudice your access to current Services, and may allow us to introduce you to alternative options.
b. Required Notice of Member’s Termination
Over and above any informal conversations you may have with us, you agree to provide The Hive LLC at least 28 days’ advance formal definitive written notice of termination of this Agreement (the “Termination Notice”) as well as any material reduction of your use of space or Services under this agreement. This means 28 days’ Notice is required if you plan to leave, but also if you plan to choose a lower tier Membership Option. Please keep in mind that once you give us formal Notice, The Hive LLC will release any segregated office or reserved common space to which you may be entitled for reservation by others following the date you told us you will no longer require it, and it may not be possible for you to later reverse your decision.
c. Early Termination
Sometimes Members need to vacate their space in less than 28 days from the time they provide us Notice. If this happens, you will still be responsible for full payment for your fees through the date that is 28 days after Notice is given, regardless of whether we reuse your space for others soon thereafter. If you have agreed to a Term in excess of one month, you are agreeing to pay for those remaining months as well. Please understand, in that case, we gave you a discount.
d. Discretionary Termination
We love you and would hate to see you go, however we reserve the right to terminate your membership and experience at The Hive immediately and without notice, if you fail to comply with this Agreement. If we terminate this Agreement because of your conduct, we will not refund any fees, and you still must pay us for any other fees you owe for the rest of your Term.
e. Deemed Termination
Any time The Hive LLC reasonably believes a Member has abandoned a particular space, has left and does not plan to return to work at The Hive, and/or does not plan to continue to pay its fees to The Hive LLC, we may deem your space to be vacant – if you have a separate office – and redeploy the space to others’ use, and, whether you’ve been using a separate office or the common work spaces, we may pack up and remove your stuff. If you had not given formal Termination Notice, we will deem that your Termination Notice was given on the date that we make the above determination. We will do our best to inform the Member, if an individual, or the responsible parties at the Member, if an entity, of this action.
6. Use of Office
a. General
You may use the office for general office purposes. You may not use the office for any other purposes without prior written permission from The Hive Leadership.
b. Unmetered Use
Most services provided by The Hive LLC are provided on an ‘unmetered’ basis. This ‘unmetered’ basis is premised on a good-faith understanding between The Hive LLC and the Member that this privilege will not be abused. Employing The Hive LLC’s services well beyond normal office use, defined as the norm amongst other Members/Licensees, without prior discussion, after having received Notice that The Hive LLC is concerned about this level of use, and having been given a reasonable opportunity to cure it, may be considered a breach of this Agreement. We find such over-use at The Hive rare. An example would be printing high volumes of material on a color printer. We would say this is a job for a printing company. Most special needs can be accommodated by prior arrangement.
c. Conference Room
The Hive LLC provides a sophisticated conference room inside The Hive that sits 8 at a table and more around the perimeter if needed. This room will be free for all Members to use for meetings, and amount of allotted usage varies on membership type. The Hive conference room must be booked ahead of time.
The Hive LLC is particularly sensitive to conference room use. We define “normal use” as frequent short meetings throughout the day, long meetings occasionally, and multi-day long meetings very occasionally. All-day meetings should be no more frequent than once per quarter, on average. You may use the conference rooms for short unexpected phone calls as long as no one is signed up to use it within the next 15 min during business hours. More liberal usage during off-hours and weekends is fine. If you expect to need to go beyond these guidelines, please discuss with us before moving in. The Hive LLC reserves the right to ask Members to pay a small fee to use the conference room if any Member’s internal conference room bookings become so frequent that it prohibits fair access for all Members.
7. Mail Service
a. Receipt of Mail at The Hive
Members can have mail service through the US Postal Service (“USPS”) and may have packages shipped to the premises via Federal Express, UPS, or other similar carriers. If mail or packages arrive for you at The Hive, you give The Hive LLC permission to receive, sign for, and sort your mail and packages on your behalf. We perform this work during regular business hours. We will place your mail in a folder designated for your company in the copy room, and will shelve packages in a shared package retrieval area. Other Members of The Hive LLC have access to these areas. In certain circumstances we may choose to deliver items to your work area, but this is not a regular Service. We endeavor to handle your mail and packages with care, and it is not expected that items will be lost, damaged, delayed, mis-delivered, or stolen. This said, given the shared nature of The Hive, we cannot ensure that these things won’t happen. Accordingly, you agree to accept the risk that these things could happen, and that The Hive LLC will not be liable for the same.
b. Forwarding
If you receive mail at The Hive and later leave, you are responsible for recording your change-of-address with the USPS effective on the date of your departure. Note that The Hive LLC is not legally able to do this for you. The Hive LLC will not itself manually forward mail to your new address unless you make special arrangements for this. If mail forwarding is not arranged directly with The Hive LLC, mail and packages will be either forwarded back through the postal system (if your change-of-address is on file with the post office) or returned to sender after a one-month grace period after your official move-out date.
8. Payment
a. General
Member will timely pay all fees invoiced to it by, or otherwise due and payable to, The Hive LLC. All fees payable under this Agreement shall be due and payable in advance in US Dollars to “The Hive Wichita LLC” on a monthly basis on the day of the month on which a Member’s membership started (the “Billing Date”) – e.g. if a Member’s membership started on February 22, that Member’s Billing Date will be the 22nd day of each succeeding month. Each monthly invoice bills in advance for the month ahead, and may also include charges from previous months that have not yet been invoiced. Incidental charges payable under this agreement are included in the next regular monthly invoice after they are determined, and shall be due and payable as part of that invoice. All charges appearing on the monthly invoice shall be considered final and agreed to if not questioned by Notice within 90 days of the invoice date. Member shall be obligated to pay The Hive LLC interest at the rate of ten percent (10%) per annum on all sums Member is obligated to pay under the terms of this Agreement from the date fifteen (15) days after said sums come due and remain unpaid until the date such sums are paid in full. In addition, Member will pay reasonable attorney’s and/or arbitrator’s fees and other costs incurred by The Hive LLC in conjunction with collecting any late payment, all of which are to be paid by Member within five (5) days of receipt of The Hive’s invoice therefore. Notwithstanding the foregoing, before assessing interest charges the first time in any six (6) month period, The Hive LLC will provide the Member Notice of the delinquency, and will waive such interest payment if the Member pays such delinquent amount within five (5) days thereafter.
b. ACH; Alternative Payment Methods
The standard method of payment that The Hive LLC accepts is automatic bank debit (“ACH”). For any Member for which automatic debit is impractical, you have the option of paying by debit or credit. If can also pay by check or wire transfer, but in conjunction with that you agree to increase your deposit on hand with The Hive LLC by one month beyond that required by Section 10. Any client electing to pay by wire transfer also agrees to pay wire transfer bank fees as part of their monthly invoice, the amount of which may vary from time to time as determined by The Hive LLC’s bank. The Hive LLC acknowledges that Member may cancel the automatic bank debit authorization at will, however such cancellation without payment in advance of the additional one month deposit may be deemed by The Hive LLC as a 30-day Termination Notice under this Agreement.
9. Access to Client Space
You acknowledge that The Hive’s active management of the office space and The Hive’s provision of a variety of office services, including, where applicable, phones, internet connections, and so forth, necessitates that The Hive LLC be able to access your offices and shared working spaces in the same manner that your own internal office managers and technology support staff would, without advance notice, in order to provide said services, view the condition of the office or shared working spaces, make alterations and repairs and so forth. We will make reasonable efforts to ensure that such visits do not disrupt your operations.
10. Deposit
a. General
Upon execution of this Agreement, you will pay a deposit equal to one month’s ongoing monthly fees for the performance of all the provisions of this Agreement (the “Deposit”). In the event that the amount of your ongoing monthly fees has increased or decreased, the dollar amount of the Deposit will adjust monthly to reflect the new ongoing monthly fees (for example: if you adjust you membership type from a MWF Open Co-Working Membership to a Private Office Co-Working Membership you have increased your monthly fees by $100, and the amount of your required deposit will increase by $100 as well, to keep in step with your fees).
b. Application of Deposit
The Hive LLC may apply your Deposit to any charges or other payments due from you or to any other amount The Hive LLC may be required to expend on your behalf. If the Deposit that The Hive LLC has on hand from you falls below the required level for any reason, upon being given Notice of this situation, you shall reimburse The Hive LLC for any amount required such that the Deposit on hand will not be less than the full required amount under this Agreement.
c. Deposit Increases
The required Deposit amount shall be increased by an additional one (1) month’s fees if you are late in payment on two (2) separate occasions, where Notice of your lateness is provided after the first occasion.
d. Return of Deposit
If you are not in default or breach of this Agreement, the unapplied balance of your Deposit shall be returned to you without interest within 30 days after your departure.
11. Liability for Damages
You acknowledge liability for any damage to equipment, furnishing, and any other property of The Hive LLC, The Hive’s landlord, or other Members caused by you, your employees, guests, or affiliated parties, excluding damage due to normal wear and tear. You agree to pay the cost to repair or replace (at full replacement cost) the damaged property, at the discretion of The Hive LLC. Such charges shall be treated as incidental charges as specified in Section 8.
12. Acceptable Use Rules and Regulations
a. General Compliance
It is understood and agreed that you shall comply with any rules and regulations issued by The Hive LLC or The Hive’s landlord from time to time and after the date on which you are made aware of such rules and regulations.
b. No Unlawful Trade or Occupation
You acknowledge that no trade or occupation shall be conducted in The Hive or use made thereof which will be unlawful, improper or offensive, or contrary to any law or any municipal by-law or ordinance in force in the location where The Hive is located.
c. Indoor Voice
We are all trying to get work done, so try to be mindful and respectful of others’ attention and time. Please keep your conversations to a whisper or a low voice. Generally, if someone has their headphones on, please respect their privacy (that’s the most important rule we have). Do not create unreasonable or unnecessary noise in The Hive, including tape recorders, 8-tracks, record players, synthesizers, full-scale drum line equipment, CD players, radio, television, or other similar devices that emit sound. You may use these items if headphones are used and sounds emitted by said headphones do not disturb others. The Hive is not a library, and collaboration is encouraged, but this is a workplace, first and foremost.
d. Phone Calls
When making a quick call please step outside or into a closed room that's not currently occupied or booked within the next 30 min. We imagine that some of our Members’ work may rely heavily on frequent phone usage throughout the day, so if you anticipate that level of phone communication, we ask that you please obtain a Private Office Co-Working Membership so that you can be on a headset and avoid disturbing the masses. If your phone calls are lengthy or cannot be conducted quietly, you may not be the best fit for The Hive, and that’s okay. We would love to recommend other spaces in town that offer a more spacious environment for co-workers where phone calls have less effect on others.
e. Harassment
We have zero tolerance for harassing our Members or guests of The Hive. Members or guests violating the Anti-Harassment Policy will be sanctioned or expelled from the space or the event at the sole discretion of The Hive LLC. We want to make sure that everyone has a harassment-free experience, regardless of gender, race, ethnicity, religion, disability, sexual orientation, gender identity, or physical appearance. Harassment may include, but is not limited to, offensive verbal comments, sexual images in public spaces, deliberate intimidation, stalking, following, photography or recording without consent, sustained disruption of talks or other events, inappropriate physical conduct, and unwelcome sexual attention. Individuals asked to stop any harassing behavior are expected to comply immediately. Any behavior or action experienced as harassment will be responded to as such.
f. Guests
Feel free to invite friends or guests for lunch, a quick meeting, or just to say hello. It is okay for your guests to have a cup of coffee every now and then, but please don’t be unreasonable or we will have to revoke your coffee distribution privileges. Please don’t invite your guests for a meeting just so they can snag a free cup of joe. However, if your guest is going to be here for more than an hour we would ask that they pay for a daily pass. Guests are required to adhere to the rules of The Hive.
g. Desk Use
The Hive provides large, spacious, solid wood tables with enough arm, leg, and wiggle room for the burliest of mountain men. We reserve the right to relocate you at any point without any prior notice, however we will not be responsible for any loss of income, relocation expenses, or any other costs directly or indirectly associated with any relocation.
h. Personal Items
The Hive is not responsible for the items left in in our space, so please keep your stuff secure. Please do not leave property on the desks or around the desks when you will not be working there that day. Take home what you bring in. Every morning and evening the desks will be cleared of items, which will be deposited in an area for collection. Leaving items on desks overnight will result in a Strike. We hold no responsibility for damage on your property caused by your or your guests’ actions.
i. Refrigerator & Kitchen Supplies
The refrigerator is primarily for storing the day’s food, beverages, and some occasional leftovers from events. As a general policy, food that is older than one week and taking up space will be thrown out. Containers of food left in the refrigerator may be thrown out at any time at the discretion of The Hive Leadership. Labeling your food will help us at least give you a heads’ up. Any plates, bowls, cups, silverware, etc. that are used (both those provided and those you bring from home) should be washed thoroughly and put away by the user. If it’s observed that a Member is leaving dirty dishes in the sink, that’ll result in a Strike. Please do not take home or distribute any kitchen items from The Hive.
j. Alcohol Policy
It is fine to relax with a nice drink, but please be mindful of those around you. We do not tolerate intoxication at The Hive. Be mindful, too, that your “quitting time” does not match up with everybody else’s schedule. We in no way endorse underage drinking at any time in The Hive and if its brought to our attention that any Member facilitates or participates in underage drinking, The Hive LLC reserves the right to terminate your membership immediately.
k. Tobacco Policy
As a term of this Agreement, you agree with The Hive LLC that you will not use tobacco products, including electronic cigarettes or smoking devices, while in The Hive or within 20 feet of any of our entrances.
l. Access, Keys, & Contact Information Sheets
You will receive door access when you sign up for a co-working membership, which will allow you to get into The Hive at times according to your membership type. Your access is just for you; please don’t share it with other or let others borrow it. If your access is malfunctioning, please notify The Hive Leadership immediately.
m. Overnight Use & Hours of Operation
Every co-working member gets access that allows them into the main doors at the hours designated by their membership. We understand that our Open Co-Working Members and Private Office Co-Working Members may need to pull a late night of work every now and again. 24/7 access to The Hive is a perk of Open Co-Working and Private Office Co-Working Memberships, but sleeping at The Hive overnight is not allowed (with the exception of specific events such as official Hive sleepovers). The Hive’s hours of operation are 8 am – 5 pm, so if you are not an Open Co-Working or Private Office Co-Working Member, you won’t be able to enter The Hive prior to 8 am and you’ll be asked to leave the building at 5 pm ** UNLESS you are a guest of an Open Co-Working or Private Office Co-Working Member and are here for a meeting with them and they are acting as your host OR you are here for an event.
n. Heat & Air Conditioning
We set the heat and air conditioning on a schedule that makes sense for most people and the rest of the building. Please do not raise or lower the temperature. If the heat or air conditioning does not seem to be working or if you are excessively hot or cold please notify a member of The Hive Leadership. Space heaters and fans are not permitted at The Hive.
o. Locks
The doors remain automatically locked 24/7. Do not do anything to allow the doors to be unlocked or propped open for any notable length of time without The Hive Leadership’s permission. If you believe the doors are not locked when you leave The Hive, it is your duty to notify The Hive’s Leadership of the situation. If you are the last person to leave the space, please ensure that the door has fully locked behind you.
p. Wireless Networks
To minimize interference with the common wireless data and voice network(s) The Hive LLC provides for the use of all Members, you agree that you will not set up an independent wireless network at The Hive without prior consultation and written approval from The Hive Leadership.
q. Improper Competition
You may not offer workplace-related services that compete with those Services offered by The Hive LLC.
r. No Partnership or Other Business Relationship
Members are welcome to state that they are located at The Hive and are a Member of The Hive. However, you agree not to describe The Hive LLC as a business partner (or similar) without permission.
s. Safety
Under no circumstances may you conduct any activity which may be hazardous to other people in the building, including, but not limited to, littering around The Hive or creating excessive disorder in or around The Hive.
12. Confidentiality
a. Confidential Information
You acknowledge and agree that during your participation in and use of the Services you may be exposed to information in whole or in part, that is disclosed by The Hive LLC, or any Member or user of the Services or any employee, affiliate, or agent thereof, that is nonpublic, confidential, or propriety in nature, and which information also may include, without limitation, information about business, sales, operations, know-how, trade secrets, technology, products, employees, customers, marketing plans, financial information, services, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of The Hive LLC, and analyses, compilations, studies, or other documents prepared by The Hive LLC or otherwise derived in any manner from any of the foregoing information, and other information that you are obligated to keep confidential or know or have reason to know should be treated as confidential (“Confidential Information”).
b. Confidentiality Obligations
Your participation in and/or use of the Services obligates you to: (a) Maintain all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third parties; and (c) not use the Confidential Information in any way directly or indirectly detrimental to The Hive LLC, or any participant or user of the Services.
c. Proprietary Data & IP Ownership
All Confidential Information remains the sole and exclusive property of The Hive LLC or the respective disclosing party. You acknowledge and agree that nothing in this Agreement or your participation or use of the Services will be construed as granting any right to you, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of The Hive, or any participant or user of the Services.
13. No Unlawful or Prohibited Use of Services
a. General
As a condition of your use of the Services, you will not use the Services for any purpose that is unlawful or prohibited by this Agreement. You may not use the Services in any manner that could damage, disable, overburden, or impair any The Hive server, or the network(s) connected to any The Hive server, or interfere with any other party’s use and enjoyment of any Services. You may not attempt to gain unauthorized access to any Services, or accounts, computer systems, or networks connected to any The Hive server or to any of the Services, through hacking, password mining, or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services.
b. Improper Use of Services
You agree that when participating in or using the Services, you will not: Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming, or any duplicative or unsolicited message (commercial or otherwise); defame, abuse, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others; publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent, or unlawful topic, name, material, or information on or through The Hive server; upload or otherwise make available, files that contain images, photographs, software, or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by the rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same; use any material or information, including images or photographs, which are made available through the Services in any manner that infringes upon copyright, trademark, patent, trade secret, or other proprietary right of any party; upload files that contain viruses, Trojan Horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another; download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner; restrict or inhibit any other user from using and enjoying the Services; violate any code of conduct of other guidelines which may be applicable for any particular Service (including the Building Rules for 200 N. Broadway St.); harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party; violate any applicable laws or regulations; and create a false identify for the purpose of misleading others.
c. Disclosure
The Hive LLC reserves the right at all times to disclose any information about you and/or your participation in and use of the Services as The Hive LLC deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or remove any information or materials, in whole or in part, in The Hive’s sole discretion.
14. Non-Discrimination
The Hive LLC does not discriminate on the basis of race, gender, religion, age, ethnic or national origin, disability, sexual orientation or sexual identity.
15. Acceptable Ethics, Integrity, and Conduct
The Hive LLC reserves the right to make determinations in its sole discretion regarding acceptable standards of ethics, integrity, and conduct of those who wish to enter The Hive’s premises. Based on information it has, The Hive LLC may place an access restriction on particular individuals, which could include Member employees, potential recruits, or other Member related parties. If this happens, these individuals will not be permitted to come on The Hive’s premises. Applications may be made to The Hive LLC for special arrangements for access where there is a compelling reason. You acknowledge that The Hive LLC will generally not communicate to you the reason for such restriction.
16. Addressing Conflict and Inappropriate Behavior
Member understands that from time to time conflicts can occur between individuals in any shared environment such as The Hive, and that employees and other guests of Members can be accused of inappropriate behavior in ways that require a response from The Hive Leadership in order for The Hive LLC to ensure a safe and supportive working environment for all, which response may be either in addition to or as an alternative to the three Strike policy discussed in Section 1. Such situations may or may not be contrary to law, and they may or may not be readily provable. If such a situation occurs, Member agrees that The Hive LLC may use its best judgment with regard to how to resolve or eliminate the issue, with the goal of rapidly and cost-effectively ensuring an outcome that is acceptable to The Hive LLC and the community at large. Depending on the nature and severity of the allegation The Hive LLC receives, the information The Hive LLC has, the extent of readily available proof of such information or allegations, and how likely The Hive LLC believes the situation is to reoccur, The Hive LLC may elect to privately and confidentially seek to resolve the issue directly with Member’s employee or guest (without notifying Member’s management) or may elect to directly involve Member’s management. In the event that Member’s management is not notified, the intent is generally to protect the privacy of the accused individual where The Hive LLC believes the situation calls for this, in The Hive LLC’s judgment, and can be resolved amicably and permanently. In many cases it is possible to achieve resolutions without requiring an investigation. Such resolutions can include the accused party simply acknowledging that they have “heard” the concern, and agreeing to take care in the future that such concerns do not arise again. If circumstances make an extensive investigation unavoidable, or such is required by a court or law enforcement, Member will be responsible for the cost of investigation of matters relating to its employee’s or guest’s alleged inappropriate behavior. If in The Hive LLC’s judgment the presence of an individual would represent an ongoing hindrance to The Hive LLC’s ability to ensure a safe and supportive environment, The Hive LLC will let the Member know that Member will no longer grant access to The Hive for that individual. Member has a duty to The Hive LLC and the community at large to take care in the selection of its employees and choice of guests and to notify The Hive Leadership of any situations or circumstances that it considers dangerous or which it believes could pose a threat to the safety or security of The Hive or individuals at The Hive. Member acknowledges that is responsible for the action of individuals it permits to enter the Hive. Member agrees that The Hive LLC is not responsible for the economic consequences to Member or the accused individual as a result of actions taken by The Hive LLC in good faith to protect the community and that any losses related to Member parties that The Hive LLC sustains are Member’s responsibility under Section 18.
17. Fire and Fire Insurance
Member will not permit any use of fire at, in, or around The Hive (candles, matches, etc.) for any reason. Member will further not permit any use of an office, shared working space, or reservable working space that will make voidable any insurance on the property of which the office, shared working space, or reservable working space is a part, or on the contents of said property or which shall be contrary to any applicable law or regulation as such may be imposed over time.
18. Indemnification and Liability
To the greatest extent permitted by law, except for harm caused by gross negligence or willful misconduct of The Hive LLC, Member hereby indemnifies and holds harmless The Hive LLC and its respective officers, employees, agents, contractors, landlord, owners, related parties, and other Members from any claims, liabilities, losses, or damages incurred by Member, its employees, its assigns, its agents, its guests, its affiliated parties, or any of them (including all costs and expenses of defense of any action or proceeding) arising out of, directly or indirectly, any claim against, incident to or any injury to or death of the Member, its employees, its assigns, its agents, its guests, its affiliated parties, or any of them, or any damage to or loss of property of such persons or entities. If any court should find any person or entity indemnified hereunder liable for any loss or damage of any kind for any reason related to Member, or Member’s employees, assigns, agents, guests, and affiliated parties, Member agrees that, to the greatest extent permitted by law, the limit of such individual’s or entity’s liability shall be the amount that Member has paid The Hive LLC under this Agreement.
19. Disclaimer of Warranties
The Hive LLC provides the Services “as is” as a service and not as a lease of real property, and disclaims all warranties and conditions, whether express, implied, or statutory, including, but not limited to, merchantability and fitness for a particular purpose or use, to the extent permitted by law. There is also no warranty of title, quiet enjoyment or possession. The entire risk of participating in or using the Services remains with you.
20. Maintenance
Member agrees to maintain offices, shared working spaces, and reservable working spaces in good condition, damage by normal wear and tear, fire and other casualty only excepted, and acknowledges that Member’s office, to the extent applicable, the shared working spaces, and the reservable workings spaces are now in good order. Member will not permit offices, shares working spaces, or reservable working spaces to be overloaded, damaged, stripped, or defaced.
21. Assignment and Rights and Notifications Concerning Guests
a. Assignment by Member
Member will not assign this Agreement without The Hive LLC’s prior written consent. Notwithstanding such consent, Member shall remain liable to The Hive LLC for the payment of all charges and for the full performance of the covenants and conditions of this Agreement. Also notwithstanding such consent, to the extent that a court order, secured credit contract, sale, invitation by the Member, to the extent Member is a Private Office Co-Working Member, for other parties to use Member’s office as their offices with or without informing The Hive LLC, or other process, introduces new parties which become owners or responsible parties for Member and/or property stored at The Hive, Member agrees that such parties are bound to this Agreement, will take such steps as necessary to perfect this, and will notify The Hive LLC of the names and contact information for the same parties. These parties shall in all cases be deemed to be signatories to this Agreement by virtue of having taken an interest in property located in the Premises or by virtue of having commenced to use the Services in their own right.
b. Assignment by The Hive LLC
The Hive LLC may assign this Agreement to a successor in its discretion.
c. Restrictions on Third-Party Use
This Agreement entitles Member to receive the Services. Member will not cause or permit any other persons or entities present at The Hive by Member’s invitation or consent, whether affiliated with Member or otherwise, to operate an office or conduct a separate business out of The Hive unless the guests have entered into an agreement with The Hive LLC to do so. The Hive LLC will have sole discretion as to whether others may be added as additional parties to this Agreement. In the event Member allows any guest to operate an office or conduct a business out of The Hive without The Hive LLC’s permission or modification of this Agreement, Member hereby agrees on behalf of itself and its insurers that it will defend and indemnify The Hive LLC with respect to the guest to the same extent required under this Agreement with respect to Member. To avoid any potential confusion concerning whether certain entities are guests, Member will provide The Hive LLC with documentation concerning any of its corporate/entity name changes within thirty (30) days of filing.
22. Subordination
a. General
This Agreement will be subject and subordinate to any and all leases, mortgages, deeds, and other instruments in the nature of a lease, mortgage or deed, existing now or at any time hereafter. Member will, as requested by The Hive LLC, promptly execute and deliver such written instruments as shall be necessary to show the subordination of this Agreement to said lease, mortgage, deed or other such instruments in the nature of a lease, mortgage or deed. Termination of The Hive LLC’s lease or leases with the owner of the space in which The Hive is operated will terminate this Agreement and all of The Hive LLC’s obligations to Member.
b. Restrictions on Use by Virtue of Act of God
If the building in which The Hive is located is destroyed by fire or other cause such that the owner of the building determines not to rebuild the same or exercises any right it may have to terminate The Hive LLC’s lease, this Agreement shall expire at such time as The Hive LLC’s interest in the building is terminated and Member thereupon will, if applicable, surrender its office to The Hive LLC and will pay all charges through the time of such termination. In the event that such owner shall decide to restore or rebuild the building, and The Hive LLC’s interest in the building under their lease is not terminated, this Agreement will remain in full force and effect; however, the charges payable hereunder will be abated in proportion to the time in which Member has been deprived use of its office, if applicable, and/or shared working spaces. In no event will The Hive LLC be liable to Member for any loss or damage occasioned by such fire or other cause.
c. Restrictions on Use by Virtue of Condemnation or Eminent Domain
If the whole or substantially the whole of the building in which The Hive is located is condemned or taken in any manner for any public or quasi-public use or purpose, this Agreement shall cease and terminate as of the date of the taking of possession for such use or purpose. If less than the whole or substantially the whole of such building shall be so condemned or taken, whether or not Member’s office, if applicable, is affected, then The Hive LLC may, at its option, terminate this Agreement as of the date of the taking of possession for such use or purpose by Notice to Member. Upon any such taking or condemnation and this Agreement continuing in force, the fees payable by Member hereunder shall be abated in proportion to the time in which Member has been deprived use of its office, if applicable, and/or shared working spaces. Member will have no claim arising from any such taking and, without limitation, no claim against any proceeds paid on account of such taking.
23. Termination
In addition to the other termination rights provided to The Hive LLC pursuant to the terms of this Agreement, The Hive LLC may terminate this Agreement, including but not limited to the Member’s access to The Hive, immediately at any time after the following: (a) Upon ten calendar days’ following Notice of delinquency Member fails to pay any charge or other sum due under this Agreement; (b) Member defaults in the observance or performance of any other of the Member’s covenants, agreements, or obligations hereunder and such default remains uncured after ten calendar days’ following Notice of the same; (c) Member is declared bankrupt or insolvent according to law, or, if any assignment shall be made of Member’s property for the benefit of creditors; or (d) Member makes a material mis-representation to The Hive LLC.
24. Holdover
Should Member fail to remove its effects and vacate The Hive following the termination of this Agreement, Member will be obligated to pay The Hive LLC 200% of its regular rates, pro-rated by days, until the date Member vacates The Hive.
25. Notice
Notice (“Notice”) is defined as any notice that is delivered in writing, either by hand, by e-mail, or by physical mail to the Member, if an individual, or to one or more responsible parties at the Member, if an entity, provided that there is a reasonable record kept thereof as relating to both the date of the communication and as to the content thereof. Such a reasonable record can include printed or electronic copies of said communications. Any Notice under this Agreement that is sent by mail shall be deemed received, if properly addressed, three business days after any such Notice is deposited in the United States mail certified, postage- prepaid, return-receipt requested. If Member fails to provide an address to The Hive LLC, or if the address provided by Member to The Hive LLC is given as being within The Hive, then Notice shall be deemed received if delivered by hand to the designated mail folder location provided in Section 7. Any Notice under this Agreement that is sent by e-mail shall be deemed received, if delivered to the address provided by Member to The Hive LLC or another address reasonably believed by The Hive LLC as being that of the Member, if an individual, or a responsible party at the Member, if an entity, three business days after any such Notice is sent, provided that no automatic response has been received from the recipient’s e-mail system indicating non-receipt of the email message or unavailability of the recipient. No oral communication shall be deemed a Notice under this Agreement.
26. Surrender
Member will, prior to the expiration or other termination of this Agreement, remove all of Member’s goods and effects from The Hive. Member will deliver to The Hive LLC all keys and access cards to The Hive. In the unlikely event that improvements, fixtures, or both have been permanently affixed to The Hive by Member, such improvements and fixtures will become property of The Hive LLC and may not be removed upon departure without express permission. In the event that any property remains in The Hive after termination for any reason, it may be deemed, in The Hive LLC’s sole discretion, that it was Member’s intent that such property become the property of The Hive LLC, to use, sell, or dispose of as it sees fit.
27. Non-Solicitation of Employees
Member hereby acknowledges that employees of The Hive LLC have been carefully selected and/or received training from The Hive LLC and agrees not to employ or solicit for employment any employee of The Hive LLC for a period of 12 months following termination of this Agreement and further agrees that in any case if such employee is hired, Member will pay The Hive LLC the sum equal to the employee’s annual salary previously paid to employee by The Hive LLC as liquidated damages.
28. Choice of Law
This Agreement will be construed in accordance with, and governed in all respects by, the laws of the State of Kansas, without regard to conflicts of law principles.
29. Disputes and Arbitration Agreement
The Hive LLC and Member mutually agree that any controversy or claim arising out of or relating to any aspect of Member’s relationship with The Hive LLC, or its respective officers, employees, agents, landlord, owners, or other Members, whether directly related to this Agreement or not, and whether arising before or after the date of this Agreement, which could have been brought in a court of law (“Covered Disputes”), shall be settled by arbitration administered by the American Arbitration Association (“AAA”), and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Covered Disputes include all claims, rights, demands, losses, and causes of action rising: in contract, whether express or implied; or in tort; or under any common law theories; or under any covenants of good faith and fair dealing; or under any The Hive LLC policy; or under any federal, state, or municipal statute, executive order, regulation or ordinance. This arbitration agreement will not prohibit actions solely seeking injunctive relief necessary to protect either party’s rights. With the exception of actions set forth above, arbitration shall be the exclusive means through which The Hive LLC and Member may seek relief in connection with any Covered Disputes. The Hive LLC and Member expressly waive their right to a trial by judge or by jury of any Covered Dispute, as well as their right to appeal the decision rendered by the arbitrator except on the grounds that the decision was procured by corruption, fraud or other undue influence or on the grounds specifically set forth in a statute applicable to vacating an arbitration award under this arbitration agreement. Member agrees that if Member wishes to assert a claim against The Hive LLC, the Member must present to The Hive LLC a written request for arbitration within 6 months of the date on which Member knows or should have known of the Covered Dispute against The Hive LLC. Likewise, The Hive LLC must present a written request for arbitration to Member against whom it wishes to assert a claim within the same time frame. Failure by either the Member or The Hive LLC to present such a request within this time shall constitute a waiver of the right to recover relief in any forum in connection with the Covered Dispute. Unless otherwise agreed to by Member and The Hive LLC, the arbitration shall take place in AAA’s office closest to The Hive LLC’s headquarters. The Hive LLC and Member shall select a single arbitrator. The party bringing the dispute to arbitration shall cover all costs of the arbitration until such time as the arbiter may choose to allocate costs differently. The Hive LLC and Member are entitled to discovery sufficient to adequately arbitrate their Covered Disputes, including, but not limited to, access to essential documents and witnesses, as determined by the arbitrator. The arbitrator shall apply the law designated in this Agreement. The arbitrator shall have the discretion to award monetary and other damages, or to award no damages, and to fashion any other relief that would otherwise be available in court. The arbitrator will issue a written arbitration decision that reveals the essential findings and conclusions on which the award is based. This arbitration provision shall survive the termination of this Agreement.
30. Usage
The terms “Client”, “you” and “your” refer to Member/License, and the terms “The Hive LLC”, “we”, and “our” refer to The Hive Wichita LLC.
31. Image Capture
The Hive LLC policy prohibits anyone from capturing images showing people or client property within private, lockable work areas without advance permission. The Hive LLC policy also requires anyone capturing images in common areas (including common work areas such as shared working spaces and dedicated space in open areas) that include close-up images of individuals or their property to obtain advance permission. Member hereby provides permission for their image and any signage to appear incidentally in general, pan-type (non-close up) images captured within common and shared areas. Continuous or automatic image-capture devices (e.g. Google Glass and similar devices) must be set to not-capturing mode while within The Hive given that close-up shots of individuals cannot be avoided.
32. Representations
You hereby represent and warrant that you have all requisite legal power and authority to enter into and abide by the terms and conditions of this Agreement and no further authorization or approval is necessary. You further represent and warrant that your participation or use of the Services will not conflict with or result in any breach of any license, contract, agreement, or other instruments or obligations to which you are a party.
33. Notice of Modifications to this Agreement
Maintaining a safe and productive work environment such as The Hive will require adjustment to the terms defined in this Agreement from time to time. In the event that The Hive LLC needs to make changes to this agreement, The Hive LLC will provide written Notice of such changes in the form of an Amendment to this Agreement. You have 30 days to review such changes. If you have not informed The Hive LLC in writing that such changes are not acceptable within the 30 days, you and we agree to deem that you have found them acceptable, and they will henceforth automatically be incorporated into, and form part of this Agreement. If you do not find the changes acceptable you must provide The Hive LLC Notice of that fact within 30 days of receipt of our Notice. In this instance, The Hive LLC will not apply these modifications to your then current Agreement.
34. Nature of Agreements
The Hive LLC and Member agree that any oral discussion regarding modifying this Agreement shall be deemed by both parties to be exploratory in nature, and shall be binding on the parties only when reduced to writing and acknowledged in writing by both parties as agreed. This shall be the case even if one or both parties begin to operate on the basis of an oral discussion as though such discussion represented a definitive agreement. “In writing” shall include agreements reached and acknowledged by email, wherein stored electronic copies of emails shall be considered adequate evidence of said agreement. Failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that term of the Agreement, and such provision may be enforced later, at any time, without prejudice.
35. Membership Choices
We want to make sure that you can use The Hive in the way that works best for you. Right now we’ve got three membership options. Please choose the one that you think would be the best fit. Of course if things change down the road, we’re always happy to accommodate you by resigning a new contract for a new membership type.
—Community Membership: No co-working access, but you do get the ability to rent the A/V room, conference room, or yoga room for a membership rate. You also get access to our free lunch and learns, free happy hour socials/networking events, and the ability to join us for on-site yoga, chair massages, workshops, and classes (at an additional charge).
—Open Co-Working Membership (1, 2, or 3 days): co-working at any free chair or space (as long as it’s not reserved) in The Hive during your membership hours, free access to the A/V room, conference room, one-on-one meeting rooms, and yoga space during regular business hours, free lunch and learns, free happy hour socials/networking events, and the ability to join us for on-site yoga, chair massages, workshops, and classes (at an additional charge).
—Private Office Co-Working Membership: 24/7 co-working, which includes a reserved cubicle, co-working at any free chair or space (as long as it’s not reserved) in The Hive, free access to the A/V room, conference room, one-on-one meeting rooms, and yoga space during regular business hours, free lunch and learns, free happy hour socials/networking events, and the ability to join us for on-site yoga, chair massages, workshops, and classes (at an additional charge).