GENERAL TERMS AND CONDITIONS
1. Keycards. In the event the Services include access by keycard or other access device, Licensee shall not transfer its keycard to anyone else and shall not make any copies of its keycard. Licensee is responsible for maintaining the confidentiality and security of its keycard. Licensee must promptly notify Licensor if its keycard has been compromised. All keycards remain the property of Licensor, and Licensee shall immediately surrender such keycard to Licensor upon termination of the License Agreement. Licensor may charge a replacement fee for any lost or damaged keycards.
2. Security. Licensee may be required to present a valid, government-issued photo identification in order to gain access to the License Area and Building. For security purposes, Licensor may regularly record via video certain areas of the Building. If Licensor deems it reasonably necessary, it may disclose information about Licensee to satisfy applicable law, rule, regulation, legal process or government request, or to protect Licensor, other Members, other individuals, or any of Licensor’s or their property, or for any other lawful purpose. It is Licensee’s obligation to notify any of its guests about this policy.
3. Additional Services. Additional Services may be available to Licensee, either in connection with specific work spaces or pursuant to special or additional features, Service packages, or other offerings. Additional terms and conditions may apply to the additional Services, and to the extent Licensee receives any such additional Services, the applicable additional terms and conditions are hereby incorporated into these General Terms and Conditions by this reference.
4. Mail. As part of the Services, Licensee may elect to receive mail and packages. If Licensee has so elected, Licensor will accept mail and deliveries on Licensee’s behalf during [INSERT TIME PERIOD]. Licensor has no obligation to store such mail or packages for more than thirty (30) days of our receipt or if we receive mail or packages after Licensee terminates its Membership.
5. Intellectual Property of others. Licensee shall not directly or indirectly take, copy or use any information or intellectual property belonging to other Members or any of their guests, including without limitation personal names, likenesses, voices, business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property, or modified or altered versions of the same.
6. Technology Release. Licensor may need to install software onto Licensee’s computer, tablet, mobile device or other electronic equipment to provide the Services. Licensee acknowledge that its refusal to install such software may affect its ability to properly receive the Services it has purchased. Licensor may, as part of the Services, also provide Licensee with technical support at Licensee’s request. Licensee agrees that Licensor (a) is not liable for any damage to any of Licensee’s electronic equipment or systems related to such technical support or software installation; (b) does not assume any liability or warranty in the event that any manufacturer warranties are voided; and (c) does not offer any verbal or written warranty, either expressed or implied, regarding the success of any technical support. Furthermore, Licensee acknowledges that it has no expectation of privacy with respect to internet connection, networks, telecommunications systems or information processing systems (including any stored computer files, email messages and voice messages), and Licensee’s activity and any files or messages on or using any of those devices or systems may be monitored at any time without notice, including for security reasons and to ensure compliance with Licensor’s policies, regardless of whether such activity occurs on equipment owned by Licensor.
7. You and other Members. Licensor does not control and is not responsible for the actions of other Members or any other third parties. If a dispute arises between Members or their invitees, guests, or other third parties, Licensor has no responsibility or obligation to participate, mediate or indemnify any party.
8. Advertisements. In using the Services, Licensee may encounter advertisements from third party service providers and our other business partners, which may be targeted to Licensee based on certain information provided to Licensor or that Licensor collects based on Licensee’s use of the Services. The types and extent of advertising are subject to change. Licensee agrees that Licensor, such third party service providers and our other business partners may provide Licensee with such advertising from time to time.
9. Endorsements and Testimonials. From time to time, Licensor may also publish testimonials by users and Members related to their experiences with the Services. These testimonials are the users’ subjective opinions, and they represent individual results. Licensor neither verifies them nor claims that they are typical results that others will generally achieve. Names, locations, dates and other information may have been changed to protect the privacy of the individuals involved. All other testimonials and endorsements of any type, format or nature posted by users are not verified by us, and we make no warranty or representation as to their accuracy.
10. Use of the Habitat Logan Name; Photos of the Building. Licensee shall not take, copy or use for any purpose the name “Habitat Logan” or any of Licensor’s other business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property or modified or altered versions of the same, or take, copy or use for any purpose any pictures or illustrations of any portion of the Building without the prior written consent of Licensor.
11. Waiver and Release of claims. To the extent permitted by law, Licensee, on its own behalf and on behalf of its employees, agents, guests and invitees (each, a “Licensee Party”), waives any and all claims, demands, suits, causes of action, liabilities, losses, damages, costs, or expenses (“Claims”) Licensee or a Licensee Party may have against Licensor and Licensor’s affiliates, parents, and successors and each of Licensor’s and their employees, assignees, officers, agents and directors (each, a “Licensor Party”) resulting from injury or damage to, or destruction, theft, or loss of, any property, person or pet and release the Licensor and all Licensor Parties from any such Claims.
12. Limitation of Liability. To the extent permitted by law, the aggregate monetary liability of Licensor and any Licensor Party to Licensee or any Licensee Party for any reason and for any Claims will not exceed the total amounts paid by Licensee to Licensor under the License Agreement in the twelve (12) months prior to such Claim arising. None of Licensor or other Licensor Parties will be liable to Licensee or any Licensee Party for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption, or for the cost of any substitute goods, services or technology. Licensee agrees that Licensor’s directors, officers, employees, shareholder and any of its agents shall have no personal obligation hereunder, and Licensee shall not seek to assert any Claim or enforce any of its rights against such directors, officers, employees, shareholders or agents.
13. Disclaimer of warranties and implied terms. The Services and License Area are provided “AS IS”. To the extent permitted by law, Licensor disclaims all warranties and terms, express or implied, with respect to the Services and License Area, including warranties, terms or representations as to the availability, operation, performance and/or use of the Services and License Area, including any warranties or terms of merchantability, fitness for a particular purpose, title, non-infringement and any implied warranties, terms or indemnification arising from course of dealing, course of performance or usage in trade.
14. Indemnification. Licensee shall indemnify, defend and hold harmless Licensor, and its officers, directors, members, partners, employees, agents, affiliates, successors and permitted assigns (collectively, “Indemnified Party”) against all claims made or judicial or administrative actions filed which allege that the Indemnified Party is liable to the claimant by reason of:
(a) any injury to or death of any person, or damage to or loss of property, or any other thing occurring on or about any part of the Building, or in any manner growing out of, resulting from or connected with the use, condition or occupancy of, the Building if caused by any negligent or wrongful act or omission of Licensee or its agents, partners, contractors, employees, permitted assignees, licensees, sublessees, invitees or any other person or entity for whose conduct Licensee is legally responsible;
(b) violation by Licensee of any contract or agreement to which Licensee is a party in each case affecting any part of the Building or the occupancy or use thereof by Licensee; and
(c) violation of or failure to observe or perform any condition, provision or agreement of this Agreement on Licensee’s part to be observed or performed hereunder.
(a) Counterparts. This License Agreement may be executed in two or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument.
(b) Governing Law. This License Agreement shall be governed by and construed in accordance with the laws of Utah.
(c) Section Headings. The section titles in the License Agreement are for convenience only and do not define, limit or construe the contents of such sections.
(d) Attachment and Exhibits. All attachments and exhibits to the License Agreement are hereby made a part of the License Agreement as if fully set out herein.
(e) Severability. If any provision or provisions in this License Agreement is/are found to be in violation of any law or otherwise unenforceable, all other provisions will remained unaffected in full force and effect.
(f) Binding Effect. This License Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, and shall not be modified except by an express written agreement signed by a duly authorized representative of both parties.