SHARED SPACE AGREEMENT for DSTATION
This Shared Space Agreement (the “Agreement”) is entered into by and between Dressler Automation Corp. ("Dressler"), a corporation with a place of business at 102 Jordan Drive, Chattanooga, Tennessee 37421 (the “Premises”) and the party designated as the Member in this Agreement (“Member”).
WHEREAS Dressler, in a designated portion of the Premises, provides shared working space for individuals or entities in temporary need of physical space;
WHEREAS Member desires to license shared working space and related services from Dressler on the terms and conditions set forth below;
NOW, THEREFORE, in consideration of the mutual covenants, promises and conditions contained herein, Dressler and Member each hereby agree as follows:
Part A: General Rules
1. License of Shared Space. Subject to the terms and conditions of this Agreement, Member is licensing from Dressler office space and related services located in a designated portion of the Premises, as further stated in Part B ("Workspace").
2. Term, Termination. See Part B.
3. License Fees. See Part B.
4. Workspace Access. Access is detailed in Part B. If applicable, Member is responsible for maintaining the security of the key code or access device assigned to Member to access the Workspace, and shall promptly notify Dressler if security is compromised.
5. Guests. Member is permitted to conduct occasional meetings with work-related guests in the Workspace, or, if applicable, in Member’s designated area. All guests must sign in at the front desk and provide an ID and be accompanied by Member at all times while on the Premises. Member agrees to be responsible for any damage caused by Member’s guest while on the Premises.
6. Personal Property. Dressler is not responsible for Member’s personal property. Member shall remove any personal property upon termination of this Agreement. Any personal property remaining on the Premises after termination of this Agreement will be disposed of by Dressler. Member waives all claims regarding Member’s personal property.
7. Damage to the Premises. Member is liable for damage to the Premises including the Workspace caused by Member, and authorizes Dressler to charge Member for repair of any such damage.
8. No-Sublicenses. Member shall not sublicense the Workspace without Dressler’s written authorization.
9. Indemnification. Member agrees to indemnify and hold harmless Dressler against all losses, damages, liabilities, costs or expenses, including reasonable attorneys’ fees, resulting from all claims, proceedings, investigations or actions arising out of or in connection with Member’s breach of this Agreement or Member’s negligent or willful acts or omissions. This indemnification obligation shall survive the expiration or termination of this Agreement.
10. Limitation of Liability. To the extent permitted by law, Dressler disclaims all warranties, express or implied, with respect to the Premises and the services. Dressler shall not be liable under any legal or equitable theory for (i) any special, indirect, incidental, punitive, compensatory or consequential damages of any kind whatsoever or (b) damages in excess of $100.-. Without limitation to the foregoing, Member, on behalf of Member, and Member’s personal representatives, successors, heirs, and assigns, hereby voluntarily agree to release, waive, forever discharge and hold harmless Dressler, its members and employees from any and all liability and all claims, actions, or losses which may arise from the actions of other members or third parties on the Premises.
11. Force Majeure. Performance of any obligation of Dressler hereunder will be excused so long as prevented by act of God, weather, act of a public enemy, fire, or other casualty, labor dispute, electrical shortage, failure of communications or common carrier or other circumstances reasonably beyond Dressler’s control and that it cannot circumvent using its reasonable efforts (“Force Majeure”). Without limiting the foregoing, in the event that the Force Majeure event continues for more than seven (7) days, then Member may terminate the Agreement upon three (3) days’ written notice to Dressler.
12. Relationship of the Parties. The Agreement shall not create or be deemed to create any agency, partnership or joint venture between Dressler and Member.
13. Assignability. This Agreement is not assignable by Member, either in whole or in party, without the written prior approval of Dressler.
14. Severability. If any part of the Agreement is held to be invalid or unenforceable, it shall not affect the validity of the balance of the Agreement.
15. No Waiver. The failure by Dressler to exercise rights granted to Dressler herein upon the occurrence of any of the contingencies set forth in this Agreement shall not constitute a waiver of such rights upon the recurrence of such contingency.
16. Interpretation. The Agreement shall be fairly interpreted in accordance with its terms and without strict construction in favor of or against a party based on the identity of the drafter of the Agreement or any term or provision of it.
17. Governing Law; Entire Agreement. This Agreement shall be construed in accordance with the laws of the State of Tennessee, without regard to its conflict of law rules. Any amendment hereto shall require a written document signed by both parties.
18. Dispute Resolution, Waiver of Right to Jury Trial. Any dispute related to this Agreement shall be resolved by binding arbitration following the rules of the American Arbitration Association and held in Chattanooga, TN, and conducted by one (1) arbitrator. In the case of court proceedings, the parties hereby waive any right to a trial by jury.
Part B: Membership Packages and Additional Terms
1. Membership Features
All Memberships include the following:
• Access to high-speed wired and wireless internet
• Access to On-Campus Offerings, Printing, Scanner, Kitchen, Breakroom, Terrace
• Access to the designated space during normal operating hours (8:00am – 5:00pm Monday thru Friday, except holidays), as well as option to use the space during other hours if a Dressler manager is present.
2. Membership Packages
Membership Packages can be booked and are described in detail on the website.
3. Payment Terms & Options
Payment Terms & Options can be chosen and are described in detail on the website
4. Workspace Rules
• Member shall comply with all applicable laws, statutes, ordinances, regulations and rules with respect to Member’s use of the Workspace. Member shall not use the Workspace for any unlawful purpose or conduct any unlawful business venture on the Premises.
• Member shall treat other members with respect and shall not engage in any harassing, defamatory, obscene, indecent or threatening conduct.
• Member shall be responsible for ensuring that only individuals in his or her party of legal age are permitted to possess and/or consume alcohol, individuals in his or her party are not over-served and have safe transportation from the Workspace.
• No firearms or weapons of any kind shall be allowed in the Workspace.
• No animals of any kind shall be allowed in the Workspace without Dressler’s written authorization.
• Wireless internet access (“WiFi”): Member will use the WiFi only for lawful purposes and will not use the WiFi to:
o send unsolicited commercial messages;
o transmit any false, inaccurate or misleading information;
o be defamatory, obscene, indecent, threatening or harassing;
o infringe upon any third party’s intellectual property rights;
o access protected data or intercept personal information without authorization;
o engage in any similar or illegal conduct.
It is understood that Dressler may amend these Workspace Rules from time to time in its sole discretion.
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