These Membership Terms and Conditions, together with the details of your Membership Agreement, will constitute the “Agreement” by and between the Industrious entity identified as the “Location Entity Name” in the Membership Agreement (i.e., the Industrious entity that leases or manages the selected home location) (“Industrious”) and Member. Certain policies, rules, Services, and other terms referenced in this Agreement are also subject to change by Industrious from time to time as described herein.
THIS AGREEMENT CONTAINS AUTO-RENEWAL TERMS AS SET FORTH IN SECTION 3 BELOW. PLEASE REVIEW THIS LANGUAGE CAREFULLY BEFORE USING THE SERVICES. DISPUTES ABOUT THIS AGREEMENT ARE SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS SET FORTH IN SECTION 8(e) BELOW.
• Affiliate: Any company or entity that owns more than fifty percent (50%) of a party, that a party owns more than fifty percent (50%) of, or that is under the same majority ownership as a party. An entity is not an Affiliate simply because it has a management agreement, license agreement, franchise arrangement, or similar operating relationship with a party, unless that entity also meets the ownership threshold described above. Similarly, the following are not considered Affiliates: (a) portfolio companies or investment funds connected to a party's investors, unless such portfolio company or fund meets the ownership threshold described above, and (b) joint ventures in which a party holds a fifty percent (50%) or less interest.
• Authorized Users: The individuals designated by Member and accepted by Industrious to access a Location, create or use a profile through the Member Portal and Mobile App, receive access credentials, or otherwise use the Services under Member’s membership. Authorized Users may include Member’s employees, contractors, agents, or other individuals approved by Industrious, subject at all times to this Agreement, Industrious’s then-current rules and policies, applicable background check and access requirements, and Industrious’s right to deny, suspend, or revoke access in its sole discretion. Each Authorized User's access rights, guest privileges, and applicable policies are determined by the membership tier under which such Authorized User is designated (e.g., Private Office Membership Subscription or Coworking Membership Subscription). Member is responsible for all acts and omissions of its Authorized Users as if they were Member’s own acts and omissions.
• Dedicated Location: Any Industrious location listed at https://www.industriousoffice.com/locations-directory (or any replacement URL Industrious designates) that is reserved solely for its home Members and their guests. Industrious may add or remove any Location from the Dedicated Location list at any time.
• Deposit: Any deposit specified in the Summary section of the Membership Agreement, as further described in Section 4(c).
• Global Access: Permits access to Open Workspaces at all Industrious Locations during business hours. Subject to availability, Global Access is available to Coworking Membership Subscription holders as an add-on.
• Government Official: Any individual holding a legislative, administrative, or judicial position of any kind, whether appointed or elected, or exercises a public function, or is an official of a public international organization.
• Industrious Location Affiliate: The Industrious-affiliated entity that leases or manages the specific Location (other than the home Location) utilized by a Member as permitted herein.
• Industrious Locations: All Industrious locations, excluding Dedicated Locations.
• Industrious Property(ies): Any Meeting Room, Open Workspace, Private Office, Location, and any building in which any of them is located.
• Landlord: The landlord, owner, master lessor, property manager, or other party with superior rights in or to any Location or building in which any Location is located, and their respective Affiliates, successors, and assigns.
• Lease: Each lease, management agreement, or other agreement between Industrious (or its Affiliate) and a Landlord applicable to the Locations used by Member under this Agreement.
• License Fee: Monthly License Fees set forth in the Membership Details section of the Membership Agreement together with any recurring monthly fee connected with Member's membership.
• Location: Member’s home location, plus any additional locations included in Member’s subscription or purchased as an add-on.
• Meeting Room: Conference rooms at Locations. Meeting Rooms are available for reservation by Member or its Authorized Users. Additional charges may apply. Meeting Rooms must be reserved prior to use through the Member Portal and Mobile App.
• Member: The individual or entity that enters into the Membership Agreement.
• Member Handbook: The member handbook and any other policy documents applicable to each Industrious location, as may be updated by Industrious from time to time in its sole discretion.
• Member Parties: Member’s owners, officers, employees, agents, contractors, Authorized Users, guests, and invitees.
• Member Portal and Mobile App: The online portal and mobile application provided by Industrious through which Member and Authorized Users may manage bookings, access credentials, and use the Services. Member and Authorized Users may access the Member Portal and Mobile App using the credentials associated with their profile or membership.
• Monthly License Fee: Monthly License Fees are set forth in the Membership Details section of the Membership Agreement.
• Non-Renewal Notice: Written notice delivered by Member to Industrious by email to the Member Experience Manager at Member’s home Location of Member’s intent not to renew this Agreement, which must be delivered at least thirty (30) days prior to the end of the then-current term for month-to-month terms, and at least sixty (60) days prior to the end of the then-current term for all other term lengths.
• Non-Renewing Location: Any Industrious location listed at https://www.industriousoffice.com/locations-directory (or any replacement URL Industrious designates) as ineligible for auto-renewal. Industrious may add or remove any Location from this list at any time in its sole discretion.
• Online Terms: Industrious Online Services Terms and Conditions of Use which are available at https://www.industriousoffice.com/site-portal-terms and subject to change from time to time.
• Open Workspace: Any non-exclusive workspaces and workstations in the common areas located at the Location. Member or its Authorized Users must make a reservation in the Member Portal and Mobile App prior to using an Open Workspace.
• Privacy Policy: Industrious' Global Privacy and Cookie Notice, which is available at https://www.industriousoffice.com/privacy-policy and is subject to change from time to time.
• Private Office: Designated private offices at Locations. Private Offices are available for reservation by Member or its Authorized Users at an additional cost if such access is not included in the Member’s chosen subscription.
• Start Date: The date specified in the Membership Terms section of the Membership Agreement.
• Trade Control Laws: All applicable U.S. and Canadian economic sanctions, export control, and trade compliance laws and regulations, including the economic sanctions regulations administered by OFAC (31 C.F.R. Part 500 et seq.), the U.S. Commerce Department's Export Administration Regulations (15 C.F.R. Part 730 et seq.), and Canadian sanctions regulations under the Special Economic Measures Act, the Justice for Victims of Corrupt Foreign Officials Act, and the United Nations Act.
“Private Office Membership Subscriptions” provide Members with a furnished private office, access to the Open Workspaces at the selected home Location, a monthly Meeting Room allowance (which may be used at non-home Industrious Locations), and Global Access privileges for Authorized Users. Members and their Authorized Users with this membership will have 24/7 access to their home Location, subject to temporary closures, access restrictions, and other limitations in this Agreement. Meeting Room monthly allowances will not roll over or accrue from one month to the next. Additional Meeting Room hours and Private Office bookings may be purchased at an additional cost. Members and their Authorized Users with a Private Office Membership Subscription may access events at their home Location and may attend events while visiting other Industrious Locations, subject to this Agreement. Subject to availability, Private Office Membership Subscription holders may purchase additional Coworking Membership Subscription seats, which include Global Access, as an add-on, which may not be resold, transferred, or assigned to any person who is not an Authorized User.
“Coworking Membership Subscriptions” provide Members with access to the Open Workspaces at the selected home Location and a monthly Meeting Room allowance. Members and their Authorized Users with this membership will have 24/7 access to their home Location, subject to temporary closures, access restrictions, and other limitations in this Agreement. Members and their Authorized Users may access non-home Industrious Locations if Member purchases Global Access. Meeting Room monthly allowances will not roll over or accrue from one month to the next. Additional Meeting Room hours and Private Office bookings may be purchased at an additional cost. Members and their Authorized Users with a Coworking Membership Subscription may access events at their home Location and may attend events while visiting other Industrious Locations, subject to this Agreement.
“Virtual Membership Subscriptions” provide Members with a professional business address and mail retrieval services. Members and their Authorized Users with this membership subscription do not receive Meeting Room hours or access to Open Workspaces; however, Meeting Room hours are available for purchase at an exclusive Member rate. Virtual Membership Subscriptions do not include access to any Services.
This Agreement grants only a revocable license to access the applicable Open Workspace, Private Office, Meeting Room, and Services, subject to this Agreement. The relationship between Industrious and Member is solely that of licensor and licensee, and not landlord-tenant or lessor-lessee. This Agreement does not grant Member any right, title, interest, easement, or lien in or to Industrious’s business, any Industrious Property, or anything contained in any Industrious Property, and will not be construed as a lease. Member acknowledges that this Agreement creates no tenancy interest, leasehold estate, or other real property interest in Member’s favor and Member waives any and all claims and defenses based upon any such interest.
Industrious may relocate any Private Office, Open Workspace, or Meeting Room upon reasonable notice to Member. Subject to availability, Industrious will use commercially reasonable efforts to minimize disruption to Member’s business and provide alternative space that reasonably meets Member’s needs. Industrious may also adjust the size, number, or configuration of any Private Office as reasonably necessary for operational purposes, in which case the applicable fees will be proportionately adjusted to reflect any material change in square footage or capacity, as reasonably determined by Industrious.
If Industrious, in its sole discretion, permits Member or its Authorized Users to access or use a Private Office, Open Workspace, or Location prior to the Start Date (an "Early Access Period"), all terms and conditions of this Agreement will apply during the Early Access Period as if the Start Date had occurred, including Member's obligations under Sections 5, 6, and 7. Unless Industrious and Member agree otherwise in writing, no License Fees will be due during the Early Access Period; provided that all other fees, charges, and expenses incurred by Member during the Early Access Period will remain due and payable in accordance with this Agreement. Industrious may revoke Early Access at any time in its sole discretion upon written notice to Member. Early Access will not advance the Start Date or alter the Term of this Agreement.
Industrious will permit, or cause the applicable Industrious Location Affiliate to permit, Member and its Authorized Users to access and use the Open Workspace, subject to this Agreement and payment of all applicable fees. Member acknowledges that Open Workspace is not dedicated space or a private office. Open Workspace provides access only to common areas, is shared with other members, and is available on a first-come, first-served basis with no guarantee of availability. Member is not entitled to any refunds, credits, abatements, or termination rights if Open Workspace is unavailable to Member or its Authorized Users at any Location on a specific date requested by Member or its Authorized Users.
All Locations will include standard power outlets, common area restrooms, and a common area kitchen. Industrious will use good faith efforts to provide services that may vary by Location, including shared internet connection, printers, and other services (collectively, the “Services”). Services may be provided by Industrious, an Industrious Affiliate, or a third-party service provider designated by Industrious from time to time. All Services, other than shared internet connection and printers, may be added, modified, or discontinued from time to time by Industrious; provided that Industrious will use reasonable efforts to provide advance notice to Member of any material changes to such Services.
Business hours for any Location may vary, and current hours will be posted at the Location or otherwise made available to Member. Industrious may close or restrict access to any Location, including during otherwise applicable 24/7 access periods, for holidays, adverse weather conditions, emergencies, maintenance, repairs, safety or security reasons, building or Landlord requirements, Force Majeure Events, or other operational reasons determined by Industrious. Certain Services may be available only during regular business hours. Member’s designated home Location may be accessible outside of business hours using the applicable access credentials (such as a key card, key fob, mobile app, or other access method) assigned to Member or its Authorized Users, if applicable. Member is not entitled to any refunds, credits, abatements, or termination rights due to any such closure or access restriction.
To receive certain Services, Member and its Authorized Users may be required to install drivers or software tools on their computer devices (collectively, “Software”). Software may be owned, controlled, or provided by third parties, and is subject to the terms contained therein. Industrious provides no warranties, guarantees or representations with respect to the Software. Member will not attempt to, or allow others to, gain unauthorized access to any computer systems located at or serving any Location, or any content or data of Industrious, other members, or any other person. Member is solely responsible for securing and controlling all credentials issued to or used by Member, its Authorized Users, or any Member Parties for Industrious’s computer systems, networks, or Services. Industrious makes no warranty or representation to Member with respect to any security services or systems.
Industrious will use commercially reasonable efforts to maintain its Locations in good functional condition. Member shall take good care of all parts of any Industrious Property, including any audiovisual equipment, fixtures, and furnishings, which Member is permitted to use. Member shall not alter any part of any Industrious Property or Industrious’s equipment, fixtures, or furnishings. Upon first accessing a Private Office or other dedicated space at a Location, Member must notify Industrious in writing within three (3) business days of any pre-existing damages or defects in the space. Failure to provide such notice within the required period will constitute Member's acknowledgement that the space was in good condition at the time of Member's initial access, and Member will be responsible for the cost of repairing any damages identified upon Member's vacating the space, except for ordinary wear and tear as determined by Industrious in its reasonable discretion. All repairs to any Industrious Property must be performed by Industrious or its designated vendors, at Member's expense to the extent such repairs arise from damage caused by Member or Member Parties beyond ordinary wear and tear. Member may not engage third-party contractors to perform any repairs or restoration work at any Location without the prior written consent of Industrious. Member's liability for any such repairs will include the actual cost of the repair plus Industrious's reasonable administrative and coordination costs incurred in connection therewith.
Member acknowledges that Industrious and its designees will have access at all times to all Open Workspaces, Private Offices, and Meeting Rooms, including for maintenance, safety, and emergencies. Industrious may temporarily move or replace parts and components of any Open Workspace, Private Office, or Meeting Room in Industrious’s sole discretion. Except in an emergency, Industrious will use commercially reasonable efforts not to disrupt Member’s business in or use of any Open Workspace, Meeting Room, or Private Office in accordance with the terms and conditions of these Membership Terms. Member also acknowledges that Locations may have additional security requirements for entry by Member and its Authorized Users, such as check-in with building security, presentation of government identification documents for verification, and photo check-in. Noncompliance by Member or any Authorized User will result in denial of access to such Locations.
Member’s guest allowance is specified under the Membership Details section of the Membership Agreement. Members with a Private Office Membership Subscription may host an unlimited number of guests at their home Location; provided that if three (3) or more guests will be present at the same time, Member must reserve a Meeting Room or book an additional Private Office for the duration of the visit. If Member reserves a Meeting Room, the Member shall be entitled to have the number of guests equal to the Meeting Room’s seating capacity (which is provided when booking the Meeting Room), for the duration of the Member’s Meeting Room reservation. Members may also host private events at their home Location, subject to availability and prior coordination with the Member Experience Manager at such Location. Guest access at Dedicated Locations may be subject to additional restrictions. At all times, Member shall be liable for the behavior of their guests. Guest policies at any Location, including Dedicated Locations, may be amended from time to time by Industrious in its sole discretion.
Upon leaving the Location, Member will remove all of its property from the Open Workspace, Meeting Room, and Location and leave them in the same condition as when Member first entered, ordinary wear and tear (as determined by Industrious in its reasonable discretion) excepted. Members with a Private Office Membership Subscription are not required to remove their property from their designated Private Office at the end of each day; provided, however, that Member must remove all property from its designated Private Office on or before the end of the Term or earlier termination of this Agreement. Members who reserve a Private Office on a daily or short-term basis must remove all property at the end of the reservation period. Industrious is not responsible for any property or sensitive documents left unattended in an Open Workspace, Meeting Room, or Private Office, and has no obligation to store, safeguard, or preserve any such property. Industrious may, without notice, remove and dispose of any such property remaining in an Industrious Property, whether owned by Member or Member Parties. Member will indemnify Industrious for all expenses, damages, storage costs, and disposal fees caused by Member’s failure to remove such property, and Member and any other owner of the property will have no right to compensation or other claim against Industrious as a result. If Member fails to remove its property from an Open Workspace or Meeting Room, or from a Private Office reserved on a daily or short-term basis, when Member leaves the Location at the end of the day, Industrious may charge Member the full daily rate per person using such Private Office or Meeting Room by or through Member for each day or portion thereof that Member fails to remove its property, in addition to any other rights and remedies Industrious has under this Agreement. Industrious will hold Member's mail and packages for up to thirty (30) days following the termination or expiration of this Agreement, after which Industrious may dispose of any such unclaimed mail and packages without notice or liability to Member.
If Member has added parking to its Services, Member acknowledges and agrees that parking at any Location may be owned, operated, managed, or controlled by the Landlord, a parking operator, or another third party (each, a "Parking Provider"), and not by Industrious. Member and its Authorized Users will comply with all rules, regulations, policies, and procedures established by the applicable Parking Provider, including any separate parking agreements, access requirements, vehicle registration obligations, and posted signage. Industrious has no control over, and assumes no responsibility for, the availability, allocation, assignment, security, condition, or operation of any parking facilities, and makes no representations or warranties regarding the same. Parking fees may be invoiced by Industrious on behalf of the Parking Provider or directly by the Parking Provider to Member or Member's Authorized Users. Where Industrious invoices parking fees on behalf of a Parking Provider, such fees are a pass-through cost, and Member will pay all invoiced parking fees in accordance with Section 4 as if they were License Fees, regardless of whether Member or its Authorized Users actually use the parking facilities during any invoiced period. Where a Parking Provider invoices Member or Member's Authorized Users directly, Member is responsible for ensuring that all such invoices are paid in full and on time; any failure to pay a Parking Provider's invoice will constitute a breach of this Agreement. Member will indemnify and hold harmless each Released Party from and against all claims arising out of or relating to (i) Member's, any Member Party's, or Member's Affiliates' use of parking facilities, (ii) any dispute between Member, any Member Party, or Member's Affiliates and any Parking Provider, or (iii) any failure by Member, any Member Party, or Member's Affiliates to pay parking fees or comply with a Parking Provider's rules or requirements. Industrious is not liable for any loss, damage, theft, vandalism, or personal injury occurring in or relating to any parking facility, regardless of whether Industrious invoices parking fees on behalf of the applicable Parking Provider.
Industrious is committed to making the Services, including the Member Portal and Mobile App, accessible to individuals with disabilities in accordance with applicable accessibility standards. If Member or Member Parties experience difficulty accessing any Services, please notify your Member Experience Manager or the contact information provided in Section 8(m) for further assistance.
The term shall commence on the Start Date and shall continue until the last date of the calendar month in which the Term Length (as specified in such Membership Terms section) expires. For example, if the Start Date is on January 15, 2025, and the Term Length is for 12 months, the Term shall expire on January 31, 2026. The initial term and any renewal terms shall collectively be referred to as the “Term.”
Unless Member provides a timely Non-Renewal Notice, this Agreement will automatically renew at the end of each Term for successive terms of the same length. If Member provides a timely Non-Renewal Notice, the Agreement will terminate at the end of the then-current Term, unless sooner terminated in accordance with its terms. If the Term is renewed, these Membership Terms and Conditions will continue to govern each renewal term, subject to any changes to the License Fee and other fees under Section 4, unless Member accepts new or updated terms as part of the renewal, in which case those accepted terms will govern the renewal term.
Auto-renewal does not apply to Non-Renewing Locations. Industrious will use commercially reasonable efforts to notify Member in writing at least sixty (60) days before the end of the then-current Term if the renewal status of Member's Location changes; provided that a designation as a Non-Renewing Location takes effect whether or not such notice is given. If Industrious removes a Location from the Non-Renewing Location list (restoring its eligibility for auto-renewal), this Agreement will not automatically renew for that Location unless Member consents in writing within thirty (30) days of receiving notice of the status change. If Member does not consent within that thirty (30)-day period, this Agreement will expire at the end of the then-current Term as if the Location remained a Non-Renewing Location. If a Location is a Non-Renewing Location when the then-current Term expires, this Agreement will end without renewal, and neither party will have further obligations except as provided in Sections 3(f) and 3(g).
Industrious may terminate this Agreement in its sole discretion, effective immediately if Member or any Member Party breaches any provision in this Agreement or violates any of Industrious’s rules, policies, or codes of conduct as determined by Industrious in its sole discretion. Provided that, if Member fails to pay any fee when due (or an autopay payment is returned, declined or otherwise rejected), if it is Member’s first delinquency in any twelve (12) month period, Industrious will send Member written notice of the delinquency, and Member will have five (5) days from the date of such notice to cure the delinquency by paying all amounts owed (including late fees and finance charges, as applicable). Member is only entitled to one notice and cure period per twelve (12) month period, and for any subsequent delinquency Industrious may terminate Member’s license and subscription immediately, in Industrious’s sole discretion. Each of the following will constitute a breach of this Agreement entitling Industrious to terminate immediately without notice or opportunity to cure: (i) Member files a voluntary petition in bankruptcy or is the subject of an involuntary petition in bankruptcy that is not dismissed within sixty (60) days of filing; (ii) Member becomes insolvent or admits in writing its inability to pay its debts as they become due; (iii) Member makes a general assignment for the benefit of creditors; (iv) a receiver, trustee, custodian, or similar official is appointed for all or substantially all of Member's assets; (v) Member is dissolved, liquidated, or wound up; or (vi) Member takes or suffers any analogous action under any applicable law.
Industrious may terminate this Agreement (i) immediately in the event that Industrious’s rights in the Location terminate or expire for any reason; or (ii) upon thirty (30) days’ written notice to Member in Industrious’s sole discretion. Member does not have any right to terminate this Agreement for convenience.
Following termination or expiration of this Agreement for any reason, Member will remain liable for all amounts due or owing as of the effective date of termination or expiration, regardless of when Member stops using any Open Workspace, Meeting Room, Private Office, or Location. If this Agreement is terminated for breach pursuant to Section 3(d), Member will remain liable for all License Fees and any other fees owed through the remainder of the Term, plus any third-party broker fees incurred by Industrious related to this Agreement. All such License Fees and broker fees will be due and payable immediately upon termination pursuant to Section 3(d). If this Agreement is terminated for convenience pursuant to Section 3(e), Industrious will return to Member within a reasonable time following the effective date of the termination any pre-paid License Fees or other fees applicable to the post-termination period. The following provisions will survive termination or expiration of this Agreement for any reason: the Definitions section, this Section 3 (Term and Termination), Section 4 (Fees) (to the extent of accrued payment obligations), Section 5 (Member Obligations), Section 6 (Intellectual Property and Confidentiality), Section 7 (Liability), and Section 8 (General), and all other provisions that by their nature should survive.
If Member or any Member Party continues to use or occupy any Location, including Open Workspaces, Meeting Rooms or Private Offices after the expiration or termination of this Agreement without Industrious's prior written consent, such holdover occupancy will constitute a month-to-month revocable license on the same terms and conditions as this Agreement, except that the License Fee during any holdover period will be one hundred twenty percent (120%) of the License Fee in effect immediately prior to such expiration or termination. Such holdover license may be terminated by either party upon thirty (30) days' prior written notice to the other party. Holdover occupancy will not constitute a renewal or extension of this Agreement, and Industrious's acceptance of any payment during a holdover period will not be construed as consent to continued occupancy or as a waiver of Industrious's right to terminate the holdover license or pursue any other rights or remedies available under this Agreement, at law, or in equity. Member will indemnify and hold harmless each Released Party from and against all Claims arising out of or resulting from Member's failure to vacate any Location upon the expiration or termination of this Agreement or the holdover license, including any claims by succeeding members or licensees.
During the Term of this Agreement, Member will pay, in advance, the License Fee. The License Fee is due on or before the 1st of each calendar month during the Term, provided that if the Start Date falls on a date that is not the 1st day of the month, then on the Start Date Member will pay the pro rata portion of the License Fee for the remainder of that month. All amounts paid under this Agreement are nonrefundable and noncancellable, except as expressly provided herein. When Industrious receives funds from Member, such funds will be applied first to any past-due balances, oldest to newest, then to any current monthly fees due and owing. License Fees are subject to change during the renewal term (if any) as set forth in Section 4(b) hereunder.
Industrious may adjust the License Fees applicable to any renewal term by providing Member prior written notice (i) for month-to-month terms, at least sixty (60) days prior to the start of the renewal term; and (ii) for all other term lengths, at least ninety (90) days’ prior to the start of the renewal term. For the avoidance of doubt, changes to License Fees under this Section 4(b) are governed exclusively by this Section 4(b) and are not subject to any limitations on updates to this Agreement set forth elsewhere in this Agreement.
Member must pay the Deposit in the amount set forth in the Summary section of the Membership Agreement upon execution. If required, the Deposit is a condition of Member’s access to the Location and Services and secures Member’s performance under this Agreement. Industrious will hold the Deposit without liability for interest, except as required by applicable law, and may apply it to any unpaid fees, damages beyond ordinary wear and tear (as determined by Industrious in its reasonable discretion), reasonable administrative and coordination costs incurred by Industrious in connection with any repairs or restoration, or other amounts owed by Member under this Agreement. Any application of the Deposit will not limit or waive Industrious’s other rights or remedies under this Agreement or at law. Member must promptly replenish any applied amounts upon notice. If during the Term of this Agreement, Member changes to a Private Office or other space carrying higher Monthly License Fees, Member will deliver to Industrious the incremental increase in the Deposit upon request by Industrious. Subject to any permitted deductions, Industrious will refund any remaining Deposit balance within sixty (60) days following the later of (i) termination of this Agreement or (ii) Member's submission of complete and verified refund payment information through the Member Portal (or such other method as Industrious may designate).
A ten percent (10%) late fee will be charged on any outstanding balance existing on the fifth (5th) day of any month. Any late fees or charges are in addition to any other rights and remedies Industrious may have for Member’s breach of this Agreement. Member acknowledges and agrees that late fees are subject to change from time to time in Industrious’s sole discretion.
Where permitted by applicable law, a credit card and debit card surcharge may apply in an amount based on Industrious’s cost to accept and process card transactions. An autopay surcharge of $45 per monthly invoice will apply if Member opts out of autopay or cancels autopay and does not provide an alternative payment credential to be used for future autopay payments as part of the cancellation procedure. Any such surcharges will be identified when a payment method is added on the billing portal and on the Member’s monthly invoice. Member may also be charged additional fees for declined payments due to insufficient funds, as set forth in fee schedules published or posted by Industrious from time to time. Member acknowledges and agrees that the fees set forth in this section are subject to change from time to time in Industrious’s sole discretion.
Industrious may offer Member products, services, membership types, hours, locations, or other offerings beyond those included in Member’s then-current membership subscription (“Additional Offerings”). Member may purchase Additional Offerings at rates established by Industrious in its sole discretion. Unless otherwise specified by Industrious in writing, Member’s purchase or use of any Additional Offerings is subject to this Agreement. Industrious may invoice Member for any Additional Offerings purchased or used by Member, and Member agrees to pay all such invoices in accordance with this Section 4. Industrious may introduce, modify, discontinue, or change the pricing of any Additional Offerings at any time without amending this Agreement. The availability of Additional Offerings may vary by Location and membership type and is subject to change in Industrious’s sole discretion.
Where any customization work to a Private Office or other dedicated space has been carried out by or on behalf of Industrious or Member (including any alterations, fit-out, branding, cabling, or reconfiguration), Member will be required to pay a reinstatement fee to restore such space to its original condition upon the expiration or earlier termination of this Agreement (the "Reinstatement Fee"). The Reinstatement Fee will become due and payable upon the expiration or earlier termination of this Agreement, and Industrious may deduct any outstanding Reinstatement Fee from the Deposit before returning any remaining balance to Member pursuant to Section 4(c).
Industrious may withhold or suspend any Services and/or access to any Open Workspace, Meeting Room, Private Office, and any Location while there are any outstanding amounts due or Member is otherwise in breach of this Agreement beyond any applicable notice and cure period, in addition to any other rights and remedies Industrious may have. Industrious will not be liable for any business interruption or other damages arising from any suspension or withholding of Services or access under this Section 4(h), subject to Section 7.
Payments for License Fees and other fees hereunder may be made by most major credit cards and debit cards. Members may also pay by ACH once they have been onboarded to the Member Portal and Mobile App. Industrious may delegate any invoicing, billing, or collection functions under this Agreement to an Affiliate or third party, and any invoice issued by such entity on behalf of Industrious will be deemed issued by Industrious for all purposes hereunder.
Member represents and warrants that neither Member, nor any of its owners, officers, employees, or agents has been or will be: (a) designated as a “blocked person” or restricted party under applicable Trade Control Laws or (b) a person or entity described either as a Specially Designated Global Terrorist or a Specially Designated Nationals and Blocked Persons by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury, or listed on any restricted party list maintained by the U.S. Department of Commerce Bureau of Industry and Security, the U.S. Department of State, or Global Affairs Canada under the Special Economic Measures Act, the Justice for Victims of Corrupt Foreign Officials Act, and the United Nations Act. The continued accuracy throughout the Term of this Agreement of the foregoing representation and warranty is an ongoing material condition to this Agreement and, accordingly, Member has the obligation during the Term to immediately notify Industrious by written notice if the foregoing representation and warranty should ever become inaccurate. Any breach of the representation and warranty or failure on the part of Member to so update Industrious constitutes a breach of this Agreement.
Industrious is obligated to comply with all applicable anti-bribery and corruption (“ABAC”) laws, including the Foreign Corrupt Practices Act 1977 and the Corruption of Foreign Public Officials Act. Each party warrants, to the best of its knowledge and belief, that in performing services and/or its obligations under this Agreement, neither it nor its Affiliates have engaged in nor will engage in, whether directly or indirectly, conduct that would breach any applicable ABAC laws; and specifically has not and will not, directly or indirectly (i) offer, pay, give, promise, accept, or authorize the payment of any money, gift, advantage, or other thing of value (whether monetary or not) to any person, commercial party, company, or Government Official in order to (a) reward or influence them to act, decide to or omit to act in a particular way in violation of their duty or (b) improperly secure business or an advantage in the course of business; and (ii) prepare, approve, or execute any contract, agreement, or other document or instrument, or make any record of any kind, that it knows or has reason to know, is false, inaccurate, or incomplete. The continued accuracy throughout the Term of this Agreement of the foregoing representation and warranty is an ongoing material condition to this Agreement and, accordingly, Member has the obligation during the Term to immediately notify Industrious by written notice if the foregoing representation and warranty should ever become false or inaccurate. Any breach of the representation and warranty, or failure on the part of Member to so update Industrious, constitutes a breach of this Agreement subject to immediate termination in accordance with Section 3(d) of this Agreement.
Industrious may from time to time request that Member provide documentation and information reasonably required for Industrious's compliance with applicable "know your customer," anti-money laundering, customer due diligence, mail-handling, beneficial ownership, sanctions, and similar laws and regulations, including OFAC regulations and Canadian sanctions regulations under the Special Economic Measures Act and the Justice for Victims of Corrupt Foreign Officials Act. Member will deliver all requested documentation and information within ten (10) business days of such request, or such shorter period as Industrious reasonably determines is necessary to comply with applicable law. Member will promptly notify Industrious in writing of any change in Member's beneficial ownership or control, legal name, jurisdiction of organization, or organizational structure, or any event that would cause any representation or warranty made by Member under Section 5(a) to become false or inaccurate. If Member fails to deliver requested documentation within the applicable time period, Industrious may suspend Member's access to the Location, and any or all Services until Industrious is satisfied, in its reasonable discretion, that all applicable requirements have been met, and no such suspension will relieve Member of its obligation to pay License Fees or any other amounts due under this Agreement. Without limiting Industrious's rights under Section 3(d), each of the following will constitute a breach of this Agreement subject to the termination provisions set forth in Section 3(d): (i) Member fails to deliver requested documentation within five (5) business days following a second written request from Industrious (which may not be sent until the initial ten (10) business day period has expired); (ii) any documentation or information delivered by Member is false, materially inaccurate or incomplete and Member fails to correct within five (5) business days of written notice from Industrious; or (iii) Industrious reasonably determines that Member, any of Member's beneficial owners, any Member Party, or any of Member's Affiliates is or has become a person or entity subject to sanctions under applicable law, or that Member's use of the Location or Services would violate applicable sanctions, anti-money laundering, or anti-corruption laws.
Industrious reserves the right to conduct basic criminal background checks on Member and any or all of Member Parties who will be granted access to any Location, and Member agrees to use good faith efforts to assist Industrious with the same, at no cost to Member. After-hours access may only be granted to those persons who pass such background check to Industrious's sole and absolute satisfaction. Member agrees to fully cooperate with the onboarding process for Industrious and represents and warrants that all information provided in connection therewith will be true, accurate and complete.
Member is responsible for the safety and security of all property brought into any Open Workspace, Meeting Room, Private Office, Location, or building by Member or Member Parties. Industrious is not liable for any loss, injury, liability, damage, or theft to any property of Member or Member Parties, except to the extent caused by Industrious’s gross negligence or willful misconduct. All keys, key cards, key fobs, and other access items remain the property of Industrious, Landlord, or their respective Affiliates. Neither Member nor any Member Parties may enter any other office space in any Location. Member must safeguard the Location’s and Industrious’s property and will be liable for all costs and expenses if such property is lost or damaged due to acts or omissions by Member or Member Parties. Member will not allow, and will instruct Member Parties not to allow, any unknown party to enter any Open Workspace, Meeting Room, Private Office, or Location, and doing so may result in termination of this Agreement. Member remains responsible for all persons that Member or Member Parties allow or invite to enter any Open Workspace, Meeting Room, Private Office, or Location. Industrious will not be liable for personal injury or property damage arising from any error in admitting any person to, or excluding any person from, any Industrious Property. Member assumes responsibility for protecting itself, Member Parties, and their property from third-party acts, and assumes the risk that any safety or security devices, services, or programs provided by Industrious may not be effective, may malfunction, or may be circumvented by an unauthorized third party. Member must cooperate in any reasonable safety or security program developed by Industrious or required by law.
Additional rules may be set forth in the Member Handbook. Member agrees to abide by all rules and policies as determined by Industrious from time to time, whether communicated to Member verbally, by email, other written notice or public posting. Without limiting the foregoing, Industrious may require Member, Member's Affiliates, and each of the Member Parties who will be granted access to such Location to agree to and sign Industrious’s Anti-Harassment Policy prior to using any Open Workspace, Meeting Room, Private Office or Services.
In addition to any other applicable rules and policies issued by Industrious, Member agrees to the following terms and conditions:
(i) No Assignment or Sublicense. Member may not sell, lease, license, distribute or grant any right or interest in any Open Workspace, Meeting Room, Private Office or any of the Services to any third party. Further, Member may not assign this Agreement in whole or in part, or otherwise transfer, sublicense or delegate any of Member’s rights or obligations under this Agreement, to any third party without the prior written consent of Industrious. Any merger, consolidation, change of control, or other form of restructuring of Member shall be deemed an assignment for purposes of this Section.
(ii) No Alterations. Member may not alter any Open Workspace, Meeting Room, Private Office or Location in any manner or attach or affix any items to the walls, floors or windows, without the prior written consent of Industrious.
(iii) No Unapproved Items. Member may not store any of its property or materials in any area of any Location, except in Member's designated Private Office (if any). Member may not bring any additional furniture, furnishings or decorations into any Open Workspace, Meeting Room, or Private Office or install any satellite or microwave antennas, dishes, cabling or telecommunications lines in any Open Workspace, Meeting Room, or Private Office without the prior written consent of Industrious in its sole discretion. Member acknowledges that carts, dollies and other freight items may not be used in the passenger elevator except by appointment made with Industrious, at Industrious’s sole discretion.
(iv) Business Use Only. Member and Member Parties will use such Open Workspace, Meeting Room, or Private Office solely as general office space in the conduct of Member’s business and for no other use whatsoever. Use of such Open Workspace, Meeting Room, or Private Office for retail, medical or other types of business involving frequent visits by members of the public, manufacturing, or for any other use prohibited by the Member Handbook is not permitted. Regular use of any Location is limited to Authorized Users and other persons subject to background checks as set forth in this Agreement.
(v) No Illegal Activities. Member may not use any Locations, any Services, or any Industrious computer systems or networks to conduct or pursue any illegal activities, including but not limited to, downloading, distributing or viewing any illegal content, engaging in any activity in violation of applicable Trade Control Laws, and/or illegally downloading any copyrighted content, or any other activity that violates any intellectual property rights, and any such conduct using any Location’s or Industrious’s systems or networks may result in immediate termination of this Agreement.
(vi) No Offensive Behavior. Member may not conduct any activity in any Industrious Property that is harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise generally regarded as offensive to other persons, including but not limited to, involvement in hate groups or activities involving pornographic or sexually explicit materials or obscenities, whether written, oral, or in any form or medium. Member will refrain from any activities that may be disruptive, a nuisance or an annoyance, including but not limited to, acts of disorderly nature or excessive noise. Member may not conduct any activity which may be hazardous to other persons in the building. Industrious may determine in its sole discretion what activities may be deemed offensive, disruptive or hazardous.
(vii) No Malware, Spamming. Member may not upload any files that Member knows to contain, or suspects may contain viruses, Trojan Horses, worms, time bombs, corrupted files, or any other malicious code, whether known or unknown that may damage or disrupt Industrious’s or any other person’s computer systems or networks. Member will take precautions to prevent the spread of viruses, including but not limited to, using up-to-date anti-virus software, enacting policies to avoid opening suspicious emails, and avoiding suspicious websites. Spamming other members or any other persons is strictly prohibited, and any such conduct using any Location’s or Industrious’s systems or networks may result in immediate termination of this Agreement.
(viii) No Address or Mail Misuse. Member will not use any Location's mail-handling or address services to receive or forward mail for any undisclosed person or entity, or in any manner intended to disguise beneficial ownership or facilitate fraud or money laundering, and will comply with all applicable postal and commercial mail-receiving agency requirements.
Member agrees to the Online Terms and Privacy Policy, which are incorporated into this Agreement by reference and subject to change from time to time. Industrious collects personal information of Member and Authorized Users (including names, contact details, identification documents, access credential usage, surveillance footage, and payment information) for the purposes of providing and administering the Services, managing access and security at Locations, complying with its legal obligations, and for such other purposes as are disclosed in the Privacy Policy. Member represents and warrants that it has obtained the necessary authorizations and consents for any personal information that Member or its Authorized Users process through the Services, which include without limitation the Software.
Member agrees that all issues and complaints relating to the Location or other members will be directed solely to Industrious. Member will have no direct access to or communication with the Landlord (if other than Industrious), and Member agrees not to send any complaints or demands to the Landlord directly.
Member agrees and acknowledges that if Member is in default on any agreement or understanding with an Affiliate of Industrious, then Member will be deemed to be in default of this Agreement.
Member may not use Industrious’s name, logo, trademarks, service marks or domain names (collectively, the “Industrious Marks") in any way in connection with Member’s business, without the express written consent of Industrious. Member will not use, register, or attempt to register any trademarks or domain names that are confusingly similar to the Industrious Marks, nor use the Industrious Marks in any manner that would indicate that Member has any rights thereto. If consent to use the Industrious Marks is granted as set forth above, Industrious reserves the right to revoke Member’s rights to use the Industrious Marks at any time in Industrious’s sole discretion.
Member may not use photos or illustrations of any Locations, or any of the Industrious Marks, in any of Member’s marketing materials or in any other manner without the express written consent of Industrious. Further, no press release, advertising, sales literature or other publicity statements relating to the existence or substance of this Agreement or the relationship of the parties may be made by Member without the prior written approval of Industrious. Member grants Industrious and its Affiliates the right to use Member’s trade name(s), logos and/or trademarks in Industrious’s marketing, promotional, investment, and internal materials; provided that Member may restrict such use by written notice to Industrious (which may be delivered by email to legal@industriousoffice.com with a copy to the Member Experience Manager at Member’s home Location).
Industrious may place Member’s name and contact information in a directory of Industrious members; provided that Member may "opt-out" of such listing at any time by contacting the Member Experience Manager of Member’s home Location.
Industrious or its Affiliates may conduct promotional photography or video recording (“Shoots”) at Locations from time to time. Industrious will post signage in any area where a Shoot is taking place. Member is responsible for letting Member Parties know that Shoots may occur and that anyone entering a signage-posted area may be photographed or recorded for promotional purposes.
Member agrees that Industrious and its Affiliates may, but have no obligation to, monitor and record activity at Locations through various means, including video surveillance in common areas, access credential usage, WiFi and network usage and other systems that track entry, exit, and movement within Locations. Such monitoring may be conducted for security, operational, and administrative purposes. Member is responsible for informing Member Parties of such monitoring practices. All such monitoring shall be conducted in accordance with applicable law and Industrious’s Privacy Policy.
Member may receive confidential information about Industrious or other members, including information about business operations, business and marketing plans, pricing, technology, finances, and methods (collectively, “Confidential Information”). Member agrees to hold all Confidential Information, whether belonging to Industrious or its other members, in strict confidence and to take all reasonable precautions to protect it. All terms and conditions of this Agreement, including pricing-related information, are Confidential Information. Member acknowledges that any disclosure or unauthorized use of Industrious’s Confidential Information will constitute a material breach of this Agreement and cause substantial harm to Industrious for which damages would not be a fully adequate remedy. In the event of any such breach, Industrious will have, in addition to any other available rights and remedies, the right to injunctive relief without being required to post any bond or security. If an employee or agent of Industrious becomes aware of any Confidential Information of Member, Industrious agrees to cause such employee or agent to hold such Confidential Information in strict confidence and to take all reasonable precautions to protect it, except for any disclosure as required by law or court order, any governmental authority or in connection with a breach of this Agreement by Member.
Member is solely responsible for maintaining the insurance coverage required under this Agreement. To the maximum extent permitted by applicable law, Member will look solely to such insurance for any claims, damages, costs, expenses, liabilities, and rights it may have in connection with Released Claims (as defined below), except to the extent any Released Claim arises or results directly from the gross negligence or willful misconduct of a Released Party.
To the maximum extent permitted by applicable law, Member, on behalf of itself and each Member Party, knowingly and voluntarily waives, releases, discharges, and assumes the risk of all claims, actions, damages, costs, expenses, liabilities, and rights (collectively, “Released Claims”) against each applicable Industrious entity (including the contracting Industrious entity that operates or manages Member’s selected home Location and each Industrious Location Affiliate), Landlord, their respective Affiliates, and each of their respective past, present, and future principals, members, assignees, managers, directors, officers, employees, agents, successors, and assigns (each a “Released Party” and collectively, “Released Parties”) arising from or resulting from: (i) any injury or damage to, or destruction, theft, or loss of, any tangible or intangible property located in or about any Open Workspaces, Meeting Rooms, Private Offices, Locations, or the buildings in which such Locations are located, (ii) any personal injury, bodily injury, or property damage occurring in or at any Open Workspaces, Meeting Rooms, Private Offices, Locations, or the buildings in which such Locations are located, (iii) the wrongful or unauthorized access, use, disclosure, or misappropriation of any data or information, (iv) any loss of use or interruption of Member’s business or any interruption or stoppage of any Service, or (v) any acts or omissions of other members, guests, invitees, or other third parties present at any Location, including any criminal acts, criminal trespass, theft, or violence by third parties, in each case, except to the extent directly arising from or resulting from the gross negligence or willful misconduct of a Released Party. The foregoing waiver and release includes harm caused by the physical condition of the Open Workspaces, Meeting Rooms, Private Offices, Locations, or the buildings in which such Locations are located, the actions or omissions of other members or third parties, and any incidents involving criminal acts.
Industrious expressly disclaims and excludes all warranties, whether express, implied, or statutory, with respect to any Open Workspace, Meeting Room, Private Office, Location, building in which such Locations are located, Software, and Services provided by or on behalf of Industrious, including any warranty of merchantability, fitness for a particular purpose, non-infringement, habitability, quiet enjoyment, or any warranties arising from course of performance, course of dealing, or usage of trade. Industrious makes no representations or warranties regarding the quality, reliability, timeliness, security, or safety of any Industrious Property, Software, or Services provided by or on behalf of Industrious, or that any Services or Software will be uninterrupted or error free. Industrious further makes no representations or warranties with respect to any services, systems, or infrastructure provided by third parties, and Industrious has no liability for any failure, interruption, or deficiency in such third-party services. Industrious Properties and Services provided by Industrious are provided “as is” and “with all faults,” on a first-come, first-served basis without any guarantee of availability on a certain date or in a certain Location.
Member agrees that Member is entering into this Agreement with the specific Industrious subsidiary entity that operates or manages Member's selected home Location and not with any parent company or other Affiliate of such entity. Member shall have no recourse and shall not have the right to make any claim against any entity other than such contracting subsidiary entity and the applicable Industrious Location Affiliate (but only to the extent such claim relates to Member’s use of an Industrious Location Affiliate’s Location and is not a Released Claim). Industrious Affiliates (including any parent entities), and each of their beneficiaries, directors, employees, members, officers, partners, agents, principals, shareholders, and trustees are each an “Exculpated Party,” and collectively “Exculpated Parties,” with respect to any obligations arising or related in any way to this Agreement. Industrious’s assets shall specifically exclude the assets of the Exculpated Parties. Member further agrees that this exculpation is an essential and material term of the Agreement and that Industrious would not have entered this Agreement without this exculpation agreement.
The aggregate monetary liability under this Agreement of Released Parties to Member and Member Parties for any reason and for all causes of action, whether in contract, tort, or otherwise, not otherwise waived above, will not exceed the total fees paid by Member to Industrious under this Agreement during the twelve (12) month period before the cause of action accrued. Notwithstanding anything in this Agreement to the contrary, no Released Party will be liable for any claim or cause of action, whether in contract, tort, or otherwise, for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits or business interruption, even if Industrious has been advised of such damages. Member acknowledges that Industrious’s obligations under this Agreement are consideration for the foregoing limitations of liability. The limitations, waivers, disclaimers, and exclusions in this Agreement apply to the maximum extent allowed by law, even if a remedy fails its essential purpose.
To the extent not otherwise waived as set forth above, unless otherwise prohibited by applicable state or federal law, Member must commence any action, suit or proceeding against any Released Parties, whether in contract, tort, or otherwise, within one (1) year of the cause of action’s accrual and Member, on its own behalf and on behalf of the Member Parties, hereby waives any claims not brought within such time period.
Member will indemnify, defend, and hold harmless each Released Party from and against all actual claims, actions, proceedings, damages, liabilities, costs, and expenses, whether known or unknown, including reasonable attorneys’ fees (collectively, “Claims”), to the extent arising out of or resulting from: (i) any breach of this Agreement by Member, any Member Parties, or Member's Affiliates; (ii) any actions, errors, omissions, negligence, willful misconduct, or fraud of Member, any Member Parties, or Member's Affiliates; (iii) any damage to any Industrious Property, exceeding ordinary wear and tear (as determined by Industrious in its reasonable discretion), caused by Member, any Member Parties, or Member's Affiliates, including the cost of repairs and Industrious's reasonable administrative and coordination costs incurred in connection therewith; (iv) the installation, access, or use of any Software or Services by Member, any Member Parties, or Member's Affiliates, including any wrongful access, use, or disclosure of any data or information processed, stored, or transmitted through the Services or Software; or (v) any claims arising from photographs or recordings taken in areas of a Location where Industrious has posted signage indicating that a Shoot is taking place.
If any such Claim is brought against any of the Released Parties, Member will defend the Claim at Member’s expense, upon written notice from Industrious, using counsel approved by Industrious in writing, such approval not to be unreasonably withheld. Member shall not settle any Claim without the prior written consent of Industrious. Industrious may withhold consent where the proposed settlement requires any Released Party to admit wrongdoing or liability or does not include a full release of all Released Parties.
Member, at its expense, will maintain at all times during the Term insurance customary for the size and scope of Member’s business, including personal property insurance covering property of Member and Member Parties, workers’ compensation insurance in the minimum amounts required under applicable state law, commercial general liability insurance, and business interruption insurance. Private Office Membership Subscription Members must carry commercial general liability insurance covering personal injury, bodily injury and property damage of at least $1,000,000, and personal property insurance covering all property of Member and Member Parties located in its designated Private Office. Upon request, Member will promptly provide proof of required insurance. Member’s insurance policies must waive all rights of subrogation against Industrious and its Landlords. Member, on behalf of itself and Member Parties, releases Industrious from liability for, and waives all rights of recovery against Industrious on account of, claims that are or should be covered by Member’s required insurance, and must cause its insurers to waive all such claims by subrogation or otherwise. Industrious’s failure to request proof of insurance, give notice of non-compliance, or otherwise act on Member’s failure to maintain required insurance will not waive Industrious’s rights or impose any obligation or liability on Industrious. If Member fails to carry required insurance and a Claim occurs that would otherwise be covered by Member’s insurance, Industrious may, without obligation or waiver, make a claim under any insurance policy carried by Industrious, and Member will reimburse Industrious for all related costs and expenses, including the applicable deductible and a reasonable portion of the premium as determined by Industrious. Industrious, at its expense, will maintain during the Term insurance in the amounts required under Industrious’s Lease or other agreement with its Landlord to operate and manage the Location as a co-working space.
Except to the extent prohibited by applicable law, Member will not, during the Term of this Agreement, solicit the employment of any employee of Industrious with whom Member had material contact prior to or during the Term. Member acknowledges that a breach of this provision would cause irreparable harm for which monetary damages would be inadequate and agrees that Industrious shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity, without the necessity of posting a bond. Member further acknowledges that the restrictions set forth herein are reasonable and necessary to protect Industrious’s legitimate business interests. Notwithstanding the foregoing, nothing in this paragraph shall restrict or preclude Member from (i) hiring any person who responds to a general solicitation of employment through an advertisement not targeted specifically at Industrious or its employees or (ii) hiring any person who independently contacts Member seeking employment without solicitation by Member.
Member represents and warrants to Industrious that:
If Member breaches this Agreement, Industrious will have all rights and remedies available under this Agreement, at law, and in equity, subject to Section 8(e). Industrious may recover all court costs and reasonable attorneys’ fees incurred in pursuing such remedies, whether or not legal action is filed. All such rights and remedies are cumulative and non-exclusive.
This Agreement, including all schedules and attachments incorporated by reference (including the Membership Agreement), sets forth the parties’ entire understanding relating to its subject matter, and supersedes all other written or oral understandings. This Agreement also includes all policies, procedures, and requirements published by Industrious from time to time, and Member agrees to comply with them. Except as otherwise provided in this Agreement, this Agreement may be amended only in a writing executed by both parties; provided that add-ons purchased in accordance with Section 4 will be deemed incorporated into this Agreement without requiring a separate amendment.
Notwithstanding anything herein to the contrary, this Agreement is at all times subject and subordinate to each Lease with each Landlord at any Locations used by Member pursuant to this Agreement and to any other agreements to which each such Lease is subject or subordinate. Member acknowledges that Member has no rights under any Lease and that nothing in this Agreement creates any relationship of landlord and tenant or other occupancy right in connection with any Location at which the Member may access under this Agreement from time to time.
This Agreement is governed by the laws of New York, without giving effect to any conflict of law principle that would result in the application of the laws of any other jurisdiction; provided that, for Members located in Canada, this Agreement is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any dispute between Member and Industrious that is not subject to arbitration pursuant to Section 8(e) shall be litigated exclusively in the state or federal courts located in New York County, New York (or, for Members located in Canada, the courts of competent jurisdiction located in Toronto, Ontario). Member expressly consents to the exclusive personal jurisdiction and venue of such courts and irrevocably waives any objection based on forum non conveniens, improper venue, or lack of personal jurisdiction, unless mandatory provisions of applicable law prescribe otherwise.
Neither party will waive any rights or remedies under this Agreement by any act or omission unless the waiver is in writing and signed by the waiving party, and then only to the extent stated in the writing. No delay or omission in exercising any right or remedy will operate as a waiver. A waiver of any covenant or condition will not waive any later breach of the same covenant or condition, and a party’s consent or approval to any act will not eliminate the need for future consent or approval of any similar act.
The parties are independent contractors and will not be considered agents, employees, servants, joint venturers, or partners of one another. Neither party has authority to bind the other party except as expressly set forth in this Agreement, and neither party will represent otherwise. Industrious is not responsible for any fee or expense incurred by Member in connection with either party’s performance of this Agreement, or the provision or use of the Services.
Industrious shall have the right to transfer or assign its rights in this Agreement to Landlord (or Landlord’s tenant, manager, or other designee), and any successor in interest to Industrious’s rights in the Location. In the event of any such transfer or assignment, or any other transfer of Industrious’s interest in any Location, Industrious will automatically be relieved of any and all respective obligations accruing from and after the date of such transfer or assignment with respect to such Locations. Following any such transfer or assignment, all rights, obligations and interests of Industrious under this Agreement will apply to, inure to the benefit of, and be binding on any such successors and assigns of Industrious with respect to such Location.
Except for third parties entitled to indemnity under this Agreement or third parties whose liability is specifically limited pursuant to the terms of this Agreement, the parties to this Agreement do not intend to confer any right or remedy on any third party.
Neither party will be liable for or be considered in default or breach of this Agreement due to, any delay or failure to perform caused by events beyond that party’s reasonable control (each, a “Force Majeure Event”). Force Majeure Events include natural disasters; epidemics, pandemics, or public health emergencies, including any governmental or regulatory response; war, invasion, hostilities, terrorist attack, or civil unrest; governmental action or inaction, including changes in applicable law or regulation; labor disputes, strikes, or work stoppages; power outages, internet or telecommunications failures, or cyberattacks; embargoes, trade restrictions, or supply chain disruptions; or any similar event beyond the affected party’s reasonable control. The affected party must promptly notify the other party in writing upon becoming aware of the Force Majeure Event and its expected duration, use commercially reasonable efforts to mitigate the effects and promptly resume full performance, and keep the other party reasonably informed of the status of the Force Majeure Event and its efforts to resume performance. Notwithstanding the foregoing or anything to the contrary in this Agreement, Member’s obligation to pay all sums due to Industrious, including the License Fees, remains unaffected by any Force Majeure Event or any other cause or condition beyond either party’s reasonable control, and no Force Majeure Event will excuse or defer any such payment obligation.
If a provision of this Agreement is determined to be unenforceable in any respect, the enforceability of the provision in any other respect and of the remaining provisions of this Agreement will not be impaired.
Unless expressly specified otherwise herein, all notices, requests, demands and other communications to be delivered hereunder will be in writing and delivered in person, by nationally recognized overnight carrier, or by registered or certified mail, return-receipt requested and postage prepaid, to the following addresses: if to Industrious, to: Industrious, Attention: Legal Department, 215 Park Avenue South, 12th Floor, New York, NY 10003, with a required copy by email to legal@industriousoffice.com; and if to Member: to the mailing address or email address provided by Member upon execution of this Agreement. All notices will be deemed effective as of the date of confirmed delivery or refusal of receipt. Non-Renewal Notices must be delivered by email to the Member Experience Manager at Member’s home Location. Delivery of notices by email hereunder will be deemed effective upon transmission. Member agrees to accept and review community-wide emails sent by Industrious to all members from time to time, which may serve as notice of changes to Services, fees (other than Monthly License Fees), or other updates.
No payment by Member or receipt by Industrious of a lesser amount than required hereunder will be deemed to be other than on account of the earliest amounts due hereunder, nor will any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction and Industrious may accept such check or payment without prejudice to its rights to recover the balance of such amounts or pursue any other rights and remedies it has under this Agreement.
This Agreement may be executed by manual or electronic signature. Each party agrees that electronic signatures, including signatures on the Membership Agreement executed online, authenticate this Agreement and have the same force and effect as manual signatures.