All of us at Grind want to do awesome work and get along brilliantly while we’re doing it. To make the getting along process official we’re asking you to sign a legal release. The actual legal document follows, but we’ve translated the highlights into English.
- You get a seat at Grind for a set time at a set price (if you want additional stuff—printing, faxing, meeting rooms – we’re happy to oblige but you’re probably going to have to pay for it. RTFP – Read The Fine Print).
- The space is for business purposes only. If you need a place to crash or throw a birthday party, Grind isn’t it.
- When you see something on somebody’s monitor or around the printer or on a whiteboard somewhere, forget you saw it. You don’t want your clients or your ideas made public and neither does your fellow Grindist. Above all, resist the temptation to tweet it. Respect.
- Use your own stuff, not your neighbor’s. If you do need something, send up a flare. We’re here to help.
- When you walk out the door, make sure the space is in the same condition it was when you walked in the door.
- Grind might collect anonymous information about you to remove any friction and make things more awesome for you and others. By signing you’re saying you’re cool with that.
- To get the full Grind experience, you might have to install some third-party software that Grind has nothing to do with, legally or otherwise.
- Grind isn’t responsible for third-party data/websites/links/services. Think before you click.
- Grind’s vibe belongs to Grind. We put a lot of work into stuff like our logo, our website, and especially our space. If you copy it, we’ll have no choice but to send the trademark cops after you.
- Grind is human and fallible. Should something go wrong, we’re really really sorry, but we can’t be legally responsible. If somebody hacks you, or if our wifi goes down, or if your blog gets flamed, or if someone steals something from you, it’s not on us. Did we mention we’re really really sorry?
- If your presence at Grind causes any losses, costs, expenses, claims or damages, we’re going to have to ask you to make us whole.
- *These are just some highlights. When you join, you’re agreeing to all of the details in the legal document below. Please read it, or have your lawyer read it. Transparency Rules.
Grind, LLC Use and Services License Agreement
PLEASE READ THIS USE AND SERVICES LICENSE AGREEMENT (“LICENSE”) CAREFULLY BEFORE PURCHASING A MEMBERSHIP FROM GRIND, LLC (“GRIND”) AND/OR AN ACCESS PASS TO ANY GRIND LOCATION. BY PURCHASING A MEMBERSHIP AND/OR ACCESS PASS, OR DOWNLOADING OR USING ANY SOFTWARE ASSOCIATED THEREWITH, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT PURCHASE A MEMBERSHIP AND/OR ACCESS PASS, OR DOWNLOAD OR USE SAID SOFTWARE AND CLICK “DISAGREE/DECLINE”.
IMPORTANT NOTE: Under this license you will have the ability to reproduce materials, whether electronically or in hardcopy form. This license is only for reproduction of non-copyrighted materials, materials in which you own the copyright, or materials you are authorized or legally permitted to reproduce. This license might also be used for remote access to music files for listening between computers. Remote access of copyrighted music is only provided for lawful personal use or as otherwise legally permitted. If you are uncertain about your right to copy or permit access to any material you should contact your legal advisor.
PLEASE BE ADVISED: It is your responsibility to review the most recent version of this License frequently and remain informed about any changes to it. By continuing to use the Premises (defined below), you consent to any updates/modifications to this License.
- FEES/USE OF OFFICE FACILITY.
- LICENSE FEE. In exchange for a license fee (the “License Fee), of an amount determined by Grind from time to time, Grind grants Licensee a non-exclusive, revocable license, of a length selected by Licensee from options set by Grind from time to time, to use and occupy a seat in Grind’s shared office space facility located at 419 Park Avenue South, 2nd Floor, New York, NY 10016 (the “Premises”) upon the terms and conditions herein specified. The License Fee includes the cost of all utilities and other building services, except as provided below. Licensee shall pay Grind the License Fee in advance, without any setoffs or deductions whatsoever.
- The Premises may only be used for general office purposes and all uses ancillary thereto. While in the Premises, Licensee (and its guests) shall conduct itself in accordance with any rules of conduct issued by Licensor from time to time. Licensee shall not perform any work or undertake any activity in the Premises that may interfere or disturb the use or occupancy of the Premises by Grind, or any other licensees/occupants of the Premises, for their respective business purposes. Licensee shall not invite numerous visitors/clients to the Premises on a regular basis, nor shall Licensee run advertisements that list the address of the Premises so as not to attract unscheduled visitors.
- Licensee shall not use any of Grind’s property, supplies or materials, except that Licensee shall (i) be permitted to use all office equipment, IT-related equipment, and furniture that Licensee has a right to use pursuant to this Agreement, and (ii) be entitled to reasonable use of the kitchen/pantry and/or coffee area, if any, within the Premises. Further, the parties acknowledge that individual work spaces in the Premises shall not be separately demised or necessarily separated physically and, therefore, each Licensee has access to the other Licensee’s work area. Notwithstanding the foregoing, Licensee agrees that it shall not use, review, accept, transmit, publish or otherwise avail itself in any way of any other’s property including, but not limited to, materials, products, ideas or information (the “Confidential Information”) and shall (x) instruct its respective employees, agents, contractors, representatives and any other persons entering the Premises of such restriction and require such employees, agents, contractors and representatives to abide by such restriction and (y) immediately return all originals and any copies of any Confidential Information obtained in violation of this Section 1(c). Any material violation of this Section 1(c) by Licensee may be deemed a material breach of this Agreement by Licensee pursuant to which Grind may immediately terminate this Agreement by written notice to Licensee. This Section 1(c) shall survive termination of this Agreement.
- Optional Fee Based Services: All secretarial/clerical support, postage, messenger, overnight mail, and courier services shall be arranged for and paid directly by Licensee. Additional fee based services may be available in the future, such as printing/scanning/copying services, meeting/conference room usage, and computer technical support.
- Other services provided by Grind for no additional fee are as follows: client and guest reception during regular business hours (9:00am to 5:00pm, Monday through Friday, excluding holidays), office cleaning services, trash removal.
- On or before the end of each business day that Licensee makes use of the Premises, Licensee shall quit the Premises and surrender the same to Grind in the same condition existing at the beginning of said use (subject to reasonable wear and tear), and Licensee shall remove all of its property located in the Premises.
- Upon the termination or expiration of this License, Licensee shall have no right to any of the property provided by Grind, including, without limitation, Grind’s IT-related equipment, office equipment, phones and office furniture. Nothing herein contained shall be deemed to permit Licensee to retain possession of the Premises after the expiration or termination of the License.
- Licensee may not display or use the Grind’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of Grind without prior written consent.
- PAYMENTS. All payments due hereunder shall be paid in advance in U.S. dollars via a valid credit card unless otherwise indicated on the online order page Licensee completes at www.GrindSpaces.com in signing up for a License or other services (the “Order Page”). Grind will bill the credit card provided via the Order Page for all applicable Fees when due. Licensee shall be responsible for all License and/or services orders placed through its user account via the Order Page from any device registered to Licensee’s user account. In the case of a 30-day or “Monthly” license, Licensee shall give Grind thirty days written notice of termination. If credit card authorizations or charge attempts are declined, Grind may immediately cancel the License, in its sole discretion. Delinquent credit card payments may bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Licensee shall be responsible for all reasonable expenses (including attorneys’ fees) incurred by Grind in collecting such delinquent amounts, except where such delinquent amounts are due to Grind’s billing inaccuracies. All checks tendered to Grind by Licensee for any fees or charges due under this Agreement that are returned unpaid by Licensee’s bank will be subject to a $50.00 surcharge, unless the reason for the return is due to bank error.
- CONSENT TO USE OF DATA.You agree that Grind and its subsidiaries and agents may collect, maintain, process and use personal, diagnostic, technical and related information, including but not limited to technical information about your computer, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services provided to you, and to verify compliance with the terms of this License. Grind may use this information, as long as it is in a form that does not personally identify you, to improve our products or to provide services or technologies to you.Services available to you under this License may include materials from third parties or links to certain third party web sites. You acknowledge and agree that Grind is not responsible for examining or evaluating the content or accuracy of any such third-party material or web sites. Grind does not warrant or endorse and does not assume and will not have any liability or responsibility for any third-party materials, web sites, or for any other materials, products, or services of third parties. Links to other web sites are provided solely as a convenience to you. You agree that you will not use any third-party materials in a manner that would infringe or violate the rights of any other party, and that Grind is not in any way responsible for any such use by you.Services available to you under this License, including but not limited to graphics, audio clips, and editorial content, contain proprietary information and material that is owned by Grind and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary information or materials in any way whatsoever except for permitted use of such services. No portion of such services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the available services, in any manner, and you shall not exploit such services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity.Grind and its licensors reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will Grind be liable for the removal of or disabling of access to any such Services. Grind may also impose limits on the use of or access to certain services, in any case and without notice or liability.
- TERMINATION. This License is effective until it expires or is terminated. Your rights under this License will terminate automatically without notice from Grind if you fail to comply with any term(s) of this License. Upon the termination of this License, you shall cease all use of the services and software provided by Grind or its licensors, and destroy all copies, full or partial, of such software. In the case of a 30-day or “Monthly” license, Licensee shall give Grind thirty days written notice of its desire to terminate such a License.
- CONDITION OF THE PREMISES. Licensee represents that it has made a thorough inspection of the Premises and agrees to take the same in its condition “as is” as of the date hereof and Grind shall have no obligation to alter, improve or decorate the Premises for Licensee’s use and occupancy. Licensee shall not make or cause to be made any alterations, installations, improvements, additions or other physical changes in or about the Premises without Grind’s prior consent, which consent may be withheld in Grind’s sole discretion.
- INTERNET ACCESS.
- Internet Connection. As part of the License Fee, Licensee will be provided a wireless internet signal within the Premises. Licensee is prohibited from using a mail server, hosting internal websites, dispatching broad based emails (spamming), utilizing internal FTP servers, Wi-Fi wireless internet hubs, voice over IP equipment or any equipment, applications, or practices that Grind deems to utilize excessive bandwidth.
- Internet Security. In order to protect Licensee’s computer(s) from unwanted hackers and viruses, and to prevent the inconveniencing or slowing down of other internet users on the Premises, it is Licensee’s sole responsibility to provide its own firewall and anti-virus protection on its computer(s). In the event that Licensee’s computer(s) becomes infected or hacked, regardless of whether it has installed firewall or anti-virus protection, Grind shall not be responsible for any damage suffered to the Licensee’s computer(s). If Grind notices or suspects that the Licensee’s computer(s) may be infected or hacked, Grind reserves the right to schedule a time to immediately inspect the Licensee’s computer(s). If Grind determines that the Licensee’s computer(s) is infected or has been hacked and is causing a disruption or slow down to the shared public network, Grind reserves the right to immediately disconnect the subject computer(s) from internet access on the Premises. Also, due to numerous incoming spam issues clogging up many email systems, Grind highly recommends that Licensee install spam-filtering software to help eliminate congestion and the slowing down of the network at the Premises. Licensee shall indemnify and hold Grind harmless for any and all damages, including, without limitation, reasonable attorney’s fees that may result from the foregoing.
- No Liability. Although Grind will take commercially reasonable steps to maintain the continuity of the wireless internet signal and telephone access, Grind accepts no liability for any suspension, interruption, temporary unavailability, loss of data or fault occurring in said service or any of the consequences thereof including loss of business or profits. Grind will take commercially reasonable steps to protect the wireless internet access system from unauthorized use; however, the system and the internet is not secure and, therefore, we accept no liability for any breach of the system, whether arising as a result of our allocation of access rights or otherwise.
- ACCESS TO PREMISES. Grind and Grind’s agents shall have the right, throughout the term of this License, to enter any portion of the Premises to examine the same, and to make such repairs, alterations, improvements or additions as Grind may deem reasonably necessary, provided, that Grind shall use commercially reasonable efforts to minimize any interference with Licensee’s use of the Premises.
- INSURANCE. Licensee, at Licensee’s sole cost and expense, may obtain business insurance for its own protection, including, without limitation, Workers’ Compensation (required for any employee(s) working out of the Premises), General Liability, Property & Casualty, and Fire & Burglary insurance. Regardless of Licensee’s choice whether to carry insurance, as a condition to the exercise of this License, Licensee hereby indemnifies and holds harmless Grind for any and all damages, including without limitation, lost business, lost profits, damage to equipment and personal property, theft, and any possible costs related to legal/attorney’s fees. In no event shall Grind become responsible for purchasing and/or maintaining the aforementioned insurance if the Licensee fails to obtain such insurance.
- DEFAULT. In addition to any and all other rights or remedies provided in this License or which Grind may have at law, in equity, or otherwise, if Licensee shall fail to comply with any of its obligations under this License, then Grind shall have the right to immediately terminate this Agreement upon notice to Licensee, and Licensee shall immediately quit and surrender the Premises as required hereby.
- NO LIABILITY. Grind shall have no liability or responsibility to Licensee, and Licensee shall have no claim against Grind, for any damage or loss incurred by Licensee with respect to property located in, or services provided to, the Premises, except as a result of the gross negligence or willful misconduct of Grind.
- OFFICE/PROPERTY ABANDONMENT. If Licensee is in default and for 10 days fails to respond to default notices, fails to contact Grind in writing with a plan to rectify the default, fails to satisfy its financial obligations to Grind under the terms of this Agreement, or fails to remove its belongings from the Premises, then Licensee hereby accepts that such actions constitute a legal abandonment of its rights and belongings. In such an event, Grind shall be permitted, in its sole discretion, to either store the subject property for a period of time to be set by Grind, or dispose of such property as Grind sees fit. If the subject property is stored, Licensee shall be responsible for any and all costs and fees associated with the same, including, without limitation, reasonable attorney’s fees. Licensee will indemnify and hold Grind harmless for any and all damages, including, without limitation, lost business, lost profits, costs of storage and reasonable attorney’s fees that may arise from the actions Grind takes to address the Licensee’s abandonment of its property and the Premises.
- HOLD HARMLESS. Licensee agrees to indemnify Grind against, and hold Grind harmless from, any loss, cost, expense, claims or demands (including reasonable attorneys’ fees) arising (i) by virtue of any accident, damage or injury to persons or property which may be in or upon, or be placed in or upon, the Premises, (ii) by reason of occupation of the Premises by Licensee’s employees, invitees and agents, except for damage caused by the gross negligence and willful misconduct of Grind, or (iii) by reason of Licensee’s breach of any of the terms or conditions of this Agreement, excluding, however, any such loss, cost, expense, claims or demands arising as a result of Grind’s gross negligence or willful misconduct. The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement.
- NOTICES. All notices to Grind in connection with this License shall be in writing, shall be effective upon receipt and shall be sent by hand, facsimile, air courier or sent by certified mail, return receipt requested, postage prepaid. Notices to Grind shall be delivered to Grind, LLC, 419 Park Avenue South, 2nd Floor, New York, New York 10016, Attention Office Manager.
- COUNTERPARTS. This Agreement may be executed in counterparts, all of which taken together will constitute one instrument.
- ASSIGNMENT. This Agreement may not be assigned, transferred or otherwise encumbered by Licensee without the prior written consent of Grind, nor shall Licensee permit or suffer any other person or entity to use or occupy any portion of the Premises.
- GOVERNING LAW. This Agreement shall be construed and enforced in accordance with the laws of the State of New York.
- AMENDMENTS. This Agreement may be amended or supplemented only by a written instrument duly executed by all of the parties hereto.
- NO LEASE. This Agreement does not and shall not be deemed to constitute a lease or a conveyance of the Premises by Grind to Licensee or to confer upon Licensee any right, title, estate or interest in the Premises, except for such rights granted to Licensee pursuant to this Agreement. Notwithstanding the fact that this Agreement is a conditional license and not a lease and, therefore, the Landlord-Tenant laws do not govern this Agreement nor can the Licensee invoke tenant rights or privileges, Licensee hereby specifically waives any and all rights that it may have under any Landlord-Tenant laws.
- WAIVER/SEVERABILITY. If any provision of this Agreement is held to be void, invalid or otherwise unenforceable (either in whole or in part), the remaining portions of this Agreement shall remain in effect and the parties hereto shall use their best efforts to substitute the void, invalid or unenforceable provision with a new provision of like intent and effect. If either party waives a right granted in this Agreement, it must be done so in writing and signed by the party holding that right. If a party fails to exercise a right, it should not be interpreted as a waiver to exercise that same right, or any other right, in the future.
- SUITABILITY AND COMFORT. The Licensee accepts that the very nature of a large, shared working environment is such that the standards for issues such as aesthetics and room temperature vary from individual to individual. The Licensee also accepts that, in attempting to satisfy the collective and varied standards of the large group of people working in the Premises, it is sometimes possible that an individual’s standards will not match those of the majority of occupants and, thus, sometimes an individual Licensee’s standards may not be met from time to time. Therefore, the Licensee hereby accepts that the Premises may not be best suited for every type of business or individual and, that if the Licensee’s individual standards cannot be met, Licensee shall have the right to terminate this Agreement upon thirty (30) days prior written notice.
- ENTIRE AGREEMENT. This Agreement constitutes the entire understanding between the parties hereto with respect to the subject matter contained herein, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.