Legal Agreement: Terms of Service

Space and Access. HRV agrees to provide You with a non-exclusive right to access and use the Stoke Denton Entrepreneur Center located at 608 East Hickory, Suite 128, Denton, Texas 76205 (the “Space”), in accordance with your Membership Level for the Term of this Agreement. Completion or acceptance of this Agreement does not create a tenancy, but prepaid usage to use the provided amenities in the Space

Terms and Conditions. The services HRV provides to You (including but not limited to the use of office/desk space, access to Internet, access to conference rooms, access to printer, mailing address, access to mentors, networking events, educational programming, etc.), are subject to the following Terms and Conditions. HRV reserves the right to update the Terms and Conditions at any time without notice to You.

Governing Lease. You acknowledge that the Space is also governed by the Sublease dated November 14, 2017 (as may be modified and amended, the “Sublease”), wherein HRV Subleases 9,000 square feet of space (the “Master Space”) from the City of Denton (the “Landlord”) in the building at 608 East Hickory, Suite 128, Denton, Texas 76205 (the “Building”). You also acknowledge that You have been able to review the Sublease (Exhibit B) and agree to be bound by all terms and conditions of such lease. You agree to reimburse HRV upon request for any fees, penalties, or other sums incurred by HRV under the Sublease due to acts or omissions committed by You during your use of the Space.

Access. You are provided with access to the Space during the standard hours of operation for the building in which the Space is located. Pursuant to the Office Lease, such hours are currently Monday through Friday, 8:00 a.m. through 6:00 p.m.; however, any person authorized by HRV to access and use the Space under the Dedicated Membership Level (“Dedicated Member”) shall have access to the Space twenty-four (24) hours per day, subject to the Office Lease. No members are allowed to sleep overnight on the premesis and no illegal business are activities are allowed. Dedicated Members are expected to secure the building when either they are the last person on the premises or any time after 6:00 p.m. Dedicated Members may be provided with one (1) key card to access the Space. Failure to return all key cards at the termination of this Agreement will cause any deposit to be forfeited and retained by HRV. You acknowledge and accept responsibility for the security of the doors and spaces you access. You shall have access to: (i) reasonable use of the conference rooms in the Space, subject to prior scheduling and availability, not to exceed two (2) hours per booking; and (ii) common areas of the Space under uniform conditions specified by HRV to all Members within the Space, as may be modified in HRV’s sole, but reasonable, discretion.

Service Charges. In addition to the Membership Fee, You shall pay to HRV for any additional services provided by HRV to You that are not included as part of such Membership Fee (collectively, “Service Charges,” and together with Membership Fee, the “Fees”).

Late Payment Charge and Interest/Automatic Billing Failure/Returned Check. A late payment charge in the amount of ten percent (10%) of the amount due (each a “Late Charge”) shall be due and payable in the event that the Fees are not received in full by HRV within five (5) days after the date such Fees are due. Additionally, interest shall accrue on any unpaid amounts (i.e., amounts that are not paid on the due date), at the lesser of: (i) twelve percent (12%) per annum, calculated daily; and (ii) the highest amount of interest allowable under applicable law. You agree to pay HRV, in addition to the Late Charge and interest referenced herein, any fees incurred by HRV in the event Your Fees and other outstanding amounts payable to HRV fail to be automatically debited as authorized under the Automatic Billing Authorization Form, or a check tendered by You to HRV for payment hereunder is not honored for payment. HRV may also avail itself to any other remedies we may have at law or in equity as a result of a dishonored check. Additionally, HRV, in our sole discretion, may require all future payments to be made by certified funds, money order or wire transfer.

Insurance. You are advised to carry, at all times during the Term, at a minimum, sufficient insurance coverage to protect Your own contents, fixtures and furnishings (collectively, “Personal Property”). Coverage shall be on a special form policy and shall include replacement cost of the Personal Property.

Cabling. Additional cable or telephone lines or related equipment of any kind, whether for television, internet, satellite or LAN, may not be installed in the Space without the prior written consent of HRV, which HRV may grant or withhold in its sole but reasonable discretion. HRV’s consent shall be conditioned on the payment of additional monthly fees should the cable, telephone lines or related equipment be positioned in or pass through the Master Space (outside of the Space) or the Building and shall also be subject to the following conditions:

  • a. If the cabling, telephone lines or equipment is not already included with a service provided by HRV, then You shall pay all costs associated with the installation and maintenance thereof and You shall, at HRV’s request, be responsible for the removal of same at the end of the Term.
  • b. You shall assume all liability for the installation and use of the cabling, telephone lines and equipment, including damage or disruption to the business operations of other Members in the Space. Other Members in the Master Space, and other tenants of the Building.
  • c. You shall be responsible for any increase in HRV’s insurance policies as a result of the installation and use of such equipment and cabling, and You shall confirm that Your insurance policies cover any damage or liability caused by same.
  • d. At HRV’s option, all cabling and telephone lines installed in the ceiling or walls of the Space or Master Space shall become the property of HRV at the expiration or earlier termination of the Term.

Stoke Denton Entrepreneur Center Guidelines. You must comply with the guidelines, if any, posted on Stoke Denton Entrepreneur Center’s website (the “Guidelines”). HRV may modify the Guidelines by posting new Guidelines at any time. Modifications to the Guidelines are effective as to you as of your first renewal term that follows the posting.

Occupancy Limits. You agree to abide by the Office Capacity set forth by HRV and not to exceed the Office Capacity. These limits apply to all Office Memberships. Office Capacity limits will be set by HRV and are subject to change at the discretion of HRV. Unless written otherwise in the Agreement, the capacity per office is two (2) members per small offices, (4) members per large office.

Limitation of Liability. YOU AGREE THAT HICKORY & RAIL VENTURES, LLC AND THE CITY OF DENTON WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE OR SPECIAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR INCREASED COST OF OPERATIONS RESULTING FROM SERVICES PROVIDED UNDER THIS AGREEMENT. YOU AGREE THAT HRV’S TOTAL LIABILITY SHALL BE LIMITED TO PROVEN DIRECT DAMAGES NOT TO EXCEED SEVEN HUNDRED FIFTY DOLLARS ($750.00). Hickory & Rail Ventures / Stoke Membership Agreement Page 5 of 7 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, HRV MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY REPRESENTATION OR WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE.

Delivery and Acceptance. The Space will be delivered to You in its “as-is; where-is” condition. Your acceptance (whether in writing or by use or occupancy) shall constitute Your recognition and acknowledgment that the Space and the furnishings provided therein are in a good state of repair and in a satisfactory condition. HRV SHALL NOT BE LIABLE TO YOU FOR ANY CLAIMS, COSTS, DAMAGES, LIABILITY OR LOSSES INCURRED BY YOU FOR THE FOLLOWING REASONS: (i) DUE TO THE FAILURE OF THE HEATING, COOLING, OR OTHER UTILITY EQUIPMENT, INCLUDING VOICE AND DATA ACCESS; (ii) DUE TO OPERATING COSTS OR DUE TO THE NECESSITY OF REPAIR; (iii) DUE TO THE REASONABLE DENIAL OF YOUR ACCESS TO THE SPACE; OR (iv) DUE TO FAILURE TO PROVIDE SERVICES AS PROVIDED FOR IN THIS AGREEMENT.

Indemnification. YOU HEREBY INDEMNIFY AND AGREE TO DEFEND AND HOLD HICKORY & RAIL VENTURES, LLC AND THE CITY OF DENTON AND THEIR RESPECTIVE AGENTS, EMPLOYEES, LICENSEES, DIRECTORS, OFFICERS, MEMBERS, PARTNERS AND CONTRACTORS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, DEMANDS, SUITS, LOSSES, COSTS AND EXPENSES (INCLUDING ATTORNEY’S FEES), JUDGMENTS AND LIABILITIES FOR OR ON ACCOUNT OF ANY INJURIES OR DAMAGES RECEIVED OR SUSTAINED BY ANY PERSON, PERSONS, OR PROPERTY ARISING OUT OF OR IN ANY WAY RELATING TO YOUR BREACH OF OR FAILURE TO PERFORM ANY OF YOUR OBLIGATIONS HEREUNDER OR FROM THE NEGLIGENCE OR WILLFUL MISCONDUCT OF YOU OR YOUR AGENTS, EMPLOYEES, DIRECTORS, OFFICERS, MEMBERS, PARTNERS, LICENSEES, CONTRACTORS, CUSTOMERS, OR INVITEES OCCURRING IN CONNECTION WITH THE SPACE. THE SCOPE OF THIS INDEMNIFICATION SHALL, AT HRV’S OPTION, INCLUDE, BUT NOT BE LIMITED TO, DEFENSE WITH ATTORNEYS SATISFACTORY TO SUCH PARTY, OF ANY ACTION, SUIT, CLAIM OR PROCEEDING THAT MAY BE FILED, INSTITUTED OR BROUGHT AGAINST HRV AND/OR THE CITY OF DENTON OR TO WHICH SUCH PARTY MAY BE MADE A PARTY. THE FOREGOING INDEMNIFICATION SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT.

Costs of Enforcement. You agree to pay HRV all reasonable collection and attorney fees incurred by HRV, whether incurred prior to or after the commencement of formal legal action. Your obligation to pay HRV is an independent covenant and shall be payable free from any expense, charge, deduction, offset, or counter-claim by reason of any obligation of HRV or any other reason. All of the provisions of this Agreement shall be construed and interpreted accordingly.

Real Estate Brokers. Neither You nor HRV has dealt with any broker or agent in connection with the negotiation or execution of this Agreement. You and HRV shall each indemnify the other against all costs, attorneys’ fees, liens and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party.

Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The signature of any party to any counterpart hereof will be deemed a signature to, and may be appended to, any other counterpart hereof. In the event that any signature to this Agreement is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature will create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof. Once signed, this Agreement may be delivered by facsimile or “.pdf” format, and any reproduction of this Agreement made by reliable means (e.g., photocopy, facsimile or “.pdf” format) is considered an original.

Complete Agreement. There are no oral agreements between You and HRV affecting this Agreement, and this Agreement supersedes and cancels any and all previous negotiations, arrangements, brochures, offers,agreements and understandings, oral or written, if any, between You and HRV or displayed by HRV to You with respect to the subject matter of this Agreement. There are no commitments, representations or assurances between You and HRV or between any real estate broker and You other than those expressly set forth in this Agreement, and all reliance with respect to any commitments, representations or assurances is solely upon commitments, representations and assurances expressly set forth in this Agreement. This Agreement may not be amended or modified in any respect whatsoever except by an agreement in writing signed by You and HRV.

General. “You” or “Your” means you individually and includes any of Your businesses, their subsidiaries, affiliates, employees, directors, officers, members, partners, agents and parent companies. Time is of the essence of this Agreement and each and all of its provisions. You may not assign, transfer or encumber this Agreement without the prior written consent of HRV. If any provision of this Agreement is determined to be illegal or unenforceable, such determination shall not affect any other provision of this Agreement and all such other provisions shall remain in full force and effect. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. All notices or notifications which may or are required to be given by either party to the other hereunder shall be in writing and delivered in person or sent by United States mail, facsimile, or e-mail.

Authority to Execute Agreement. The person signing on Your behalf represents that he/she has the authority to execute this Agreement on Your behalf.