BRICKYARD’s Standard Membership Agreement

 These Member Terms and Conditions, together with the Member Agreement attached hereto (collectively, the “Agreement”), is entered into and becomes effective as of the date of the Member Agreement (the “Effective Date”) by and between CH VENTURE- 1 LLC (“Brickyard”) and the member identified on the Member Agreement (“Member”) hereinafter collectively referred to as parties.

1. LIMITED LICENSE:

Brickyard hereby grants to Member and, if Member is an entity, to Member’s employees and other personnel who have paid a Membership Fee (each a “Representative”) a limited, non-exclusive, non-transferable, revocable license (without the right to sublicense) during the Term (defined below) to:

a. access and use portions of the coworking spaces located at listed in clause twelve (the “Space” or “Spaces”), including the common areas and meeting room facilities (subject to availability, these terms and conditions, and any associated fees) (the “Common Areas”), in accordance with the membership level indicated in the Membership Agreement (subject to building closures or other limitations),
b. invite guests of Member or its Representatives (each a “Guest”) to visit the Space on a temporary basis to meet with Member or its Representatives, provided that all Guests must be supervised by the inviting Member or Representative at all times and will be the sole and absolute responsibility of such Member or Representative,
c. attend public events that Brickyard may organize or host in the Common Areas from time to time (subject to space availability, and provided that Brickyard may exclude Member, its Representatives, or their respective Guests, from any event in its sole discretion),
d. attend events organized or hosted by third parties in the Common Areas from time to time (subject to the approval and discretion of the third party host),
e. use wireless Internet services in the Space, and
f. use the printers, copiers, and other generally available office equipment in the Space (subject to availability, associated fees, and reasonable usage limitations that may be imposed by Brickyard in its sole discretion).

2. RULES & REGULATIONS:

Member agrees to abide by (and agrees to require each of its Representatives and Guests to abide by) Brickyard’s rules and regulations (the “House Rules), available at https://members.brickyardcowork.com/guides as may be updated by Brickyard from time to time (the “House Rules”). Member shall be responsible for any violation of the House Rules by Member’s Representatives, Invitees, Licensees, and Guests.

3. USE:

Member agrees to use the Space only for the business stated in the Agreement. Member shall conduct themselves in according to reasonable professional standards and in accordance with House Rules. Member shall do nothing that causes injury, damage, inconvenience, annoyance or discomfort to any other person. Member shall not bring into the Space firearms, hazardous/toxic materials, or illegal substances.

4. membership Fees:

As a condition to becoming a member hereunder, Member will pay Brickyard the Membership Fees set forth on the Member Agreement (the “Membership Fees”) for Member and each of its Representatives. The Membership Fees are payable in advance on the 1st day of each calendar month and will be pro-rated for any partial calendar month. The initial payment for the Membership Fees will be due on the Effective Date, and any Membership Fees paid by Member will be non-refundable. Member agrees to make all payments through secure client portal using the Auto-Pay option. All fees subject to change at the discretion of the Brickyard with notice to Member.

5. Late Fees:

Membership Fees are due on the 1st of every month. If the Membership Fees are not paid by the 5th of the month, the Member shall pay a late fee in the amount of ten percent (10%) of the monthly Membership Fees. Member will be charged an additional $50 for returned check or insufficient funds.

6. Card Processing Fees:

As a condition of choosing a Credit or Debit card payment for your Membership, the Member will pay additional “Credit Card Processing Fees” that enable Brickyard to successfully process the card payment. This payment for all Credit and Debit cards will not exceed a rate of 2.99% (Card Processing Fee), with an additional $0.30 fee (Card Transaction Fee) per invoice. The Member has the open choice to bill a checking account instead for their Membership. Should the Member choose to bill their Membership to a Checking Account, Brickyard will waive all transaction fees associated with the Membership Dues.

7. TERMS:

The term of this Agreement shall be for a minimum period of one (1) months and a number of days commencing on the Start Date and ending on last day of the calendar month following one (1) full calendar month from the Start Date. The Agreement shall automatically be renewed on a month to month basis until terminated by either party.

8. TERMination:

Membership Agreements may be terminated as follows:

a. Either Party may terminate this Agreement by providing the other Party with thirty (30) days prior written notice and specifying only the last day of the calendar month as the termination date.
b. Brickyard may terminate this Agreement immediately upon written notice to Member if Member defaults in the prompt and full payment of the Membership Fees or if Member, its Representatives, or any of their respective Invitees, Licensees or Guests violates the House Rules and such violation has not been cured within 2 calendar days.

9. Security Deposit:

With the execution of the Agreement, Member will deposit with Brickyard the sum equal to one month’s fees to be held as a security deposit for faithful performance by Member for the terms and conditions of the Agreement. When Member has vacated Brickyard, such deposit shall be refunded no sooner than thirty (30) days, less any charges for damages and outstanding balances. These funds will not be held in a separate escrow account.

10. Refunds:

As a condition to becoming a member hereunder, the Member will pay Brickyard the Membership Fees set forth on the Member Agreement or Member Contract. If you believe you are entitled to a refund, please reach out to info@brickyardcowork.com to make your request known. Refunds will only be provided at the discretion of Brickyard and will come in one of two forms:

a. For a Deposit Return: Brickyard may choose to refund your your deposit, based on the terms set in clause nine, either to your original payment method through our payment processors, or in the form of a mailed check after your last day of membership. The repayment type will be indicated in a credit note at the end of the membership term.

b. For an Incorrect Charge of Service: Brickyard, upon assessing charges to a members account, may need to perform refunds to ensure that the amount billed is in line with the services rendered. If upon our own audit of the account we find that the amount charged exceeds the services rendered, we will perform a partial and/or full refund of the invoiced amount back to the original payment method through our payment processor.

11. Reciprocity:

The Member Agreement states the Member’s primary coworking location, and the Member is permitted access and use of the Space in accordance with the membership level indicated in the Agreement. Member will have limited access during business hours to common areas and Flex desks on a first come, first serve basis at other Brickyard locations (listed in Section 10).

12. Locations:

Brickyard provides coworking facilities at the following locations:

a. Brickyard Ashburn – 44927 George Washington Blvd, Suite 265, Ashburn, VA 20147
b. Brickyard Annex – 44921 George Washington Blvd, Suite 165, Ashburn VA 20147
c. Brickyard Woodbridge – 2700 Neabsco Common Place, Suite 101, Woodbridge, VA 22191
d. Brickyard Chantilly – 14508-E Lee Road, Chantilly, VA 20151

13. Confidentiality:

Member acknowledges that, in connection with its use of the Space, it may receive or have access to information that relates to Brickyard’s, it’s Affiliates’ (defined below) or another member’s highly sensitive confidential, restricted and proprietary information or data that is not generally known by the public (“Confidential Information”). Member agrees to preserve and protect the confidentiality of any such Confidential Information received by Member or its Representatives. In addition, Member will not disclose or disseminate such Confidential Information for its own benefit or for the benefit of any third party. Any such Confidential Information shall remain the exclusive property of Brickyard, its Affiliates or the other member, as applicable, and Member will not acquire any rights in such Confidential Information. Member will not (and shall require its Representatives and Guests not to), during or subsequent to the Term, use such Confidential Information for any purpose, unless Member has received express written permission from the owner of such Confidential Information. Further, Member acknowledges that many different individuals and organizations may use and occupy the Common Areas and other portions of the Space and that Member is solely responsible for safeguarding its own Confidential Information.

14. Surveillance:

Member hereby authorizes Brickyard, its agents, servants and employees and grants it the right to intercept, disclose and/or use any communication, video, audio or other communication in the normal course of its business or any other activity necessary and incident to the rendition of service or protection or any other activity necessary and/or incident to the rendition of service to or protection of the rights or property of the provider or member. Member waives and shall have no cause of action or claim pursuant to this section against provider, its agents, servants and employees. Member hereby waives and releases any rights it has under VA Code § 19.2-61 et seq. or any other claim in favor of Brickyard, its agents , servants and employees in the interception, use of any wire, electronic, video or oral communication during the course of its operations.

15. Electronic Signature:

In accordance with the Uniform Electronic Transaction Act (UETA) and the Electronic Signatures in Global and National Commerce Act, or E-Sign (the Act), and other applicable local or state legislation regarding Electronic Signatures and Transactions, the parties do hereby expressly authorize and agree to the use of electronic signature as an additional method of signing and/or initialing this Lease. The parties hereby agree that either party may sign electronically by utilizing a digital signature service.

16. DISCLAIMER OF WARRANTIES:

To the maximum extent permitted by law, the Space is provided “as-is” as a service and not as lease of real property. Brickyard does not make any warranties with respect to the space or the membership granted hereby, whether express or implied and expressly disclaims any and all implied conditions and warranties, including without limitation warranties of fitness for a particular purpose of warranties of use, title, quiet enjoyment or possession. Brickyard does not guarantee the speed or availability or any internet services or office equipment.

17. LIMITATION OF LIABILITY:

In no event shall Brickyard or its affiliates be liable for any incidental, special, indirect, or consequential damages whatsoever arising out of or related to member’s use or inability to use the Space, however caused, regardless of the theory of liability (contract, tort, or otherwise) and even if Brickyard has been advised of the possibility of such damages, in no event shall Brickyard or its affiliates have liability to member for damages in excess of the amount member paid for access to and use of the space in two (2) months preceding the claim. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose, some jurisdictions do not allow the limitation of liability or exclusion of certain damages so this limitation may not apply to the member.

18. LOSS AND DAMAGE:

Brickyard and its officers, employees, contractors, managers, directors, members, shareholders, partners, agents, representatives, authorized persons and affiliates (such persons and entities collectively, as related to any Party to this Agreement, its respective “Affiliates”) will not, to the fullest extent permitted by law, be liable for any damage or claim with respect to any injury to person or damage to, or loss or destruction of any property of Member or its Affiliates (including, without limitation, the Representatives) or Guests due to any act, omission or occurrence in or about Brickyard’ desk space, the Space, or the buildings in which the Space is located (the “Buildings”). Brickyard is not responsible for the security of any wireless or other network services or infrastructure provided by or on behalf of Brickyard or available in the Space. Additionally, Member waives all right of recovery against such entities and individuals for any such damage or claim. Member assumes all risk of loss with respect to all personal property of Member and its Affiliates, Representatives, and Guests, within or about the Space or the Buildings. Member acknowledges that it is Member’s responsibility to maintain insurance to cover all risks (including, without limitation, the risks set forth in this subsection) at Member’s sole cost and expense. Brickyard will not maintain any insurance of any kind for Member’s belongings.You agree that all personal property placed in the accommodations by you shall be and remain at your sole risk, and we shall not be liable for any damage to or loss of such personal property, regardless of the cause. We shall not be liable for any injury to you or other persons in or about the property. and you agree to hold our employees and us harmless in any and all such cases. You shall not place additional locks upon the doors of the accommodations or permit any duplicate keys to be made of the existing locks on the property. We shall have the right to enter the accommodations at any time for any reasonable purpose.

19. INDEMNIFICATION:

Member shall indemnify, defend and hold harmless Brickyard and its Affiliates from and against all liabilities, losses, claims, damages, and costs (including attorneys’ fees) arising out of Member’s and its Representatives’ and Guests’ use and occupancy of the Space (including, without limitation, any damage to the Space, the Buildings or any personal property, furniture or equipment within the Space or the Buildings and any death or bodily injury to a person due to such use) or any negligent act or omission of Member or its Representatives.

19. MISCELLANEOUS:

THIS AGREEMENT IS NOT INTENDED TO CREATE A LEASE OR ANY OTHER INTEREST IN REAL PROPERTY IN FAVOR OF MEMBER OR ITS REPRESENTATIVES, GUESTS OR AFFILIATES, BUT MERELY CREATES A REVOCABLE LICENSE TO USE THE SPACE IN ACCORDANCE WITH THE EXPRESS TERMS HEREOF. This Agreement grants Member the license to use the Space and the desk space area for the specific purposes herein set forth without diminution of the legal possession or control of such space by Brickyard and will be revocable at the option of Brickyard upon the destruction of the Space or the breach by Member (or Member’s Representatives or Guests) of any term or condition herein set forth. This Agreement is subject and subordinate to any underlying mortgages, or deeds of trust secured by the Space and building, leases or contracts of the Buildings or of the premises comprising the desk space or the Space as such mortgages, deeds of trust, lease or contract may be amended from time to time without notice to or approval from Member (such underlying mortgages, deeds of trust leases or contracts, together with any amendments, the “Master Documents”). This Agreement will terminate simultaneously with the termination of the Space’s operation or any Master Documents for any reason. Member is not a party to nor will Member have any rights under any Master Document.

a. This is the only Agreement between the Parties with respect to the subject matter hereof, merging and superseding all prior and contemporaneous agreements, written and oral. All amendments to this Agreement will be in writing and signed by both Parties; provided, however, that Brickyard may amend the House Rules in its sole discretion at any time by providing written notice to Member. The invalidity or unenforceability of any provision hereof will not affect the remainder.
b. Brickyard’s failure to enforce any provision of this Agreement will not be a waiver of that provision and will not prevent Brickyard from enforcing any provision of this Agreement in the future. No receipt of money by Brickyard will be deemed to cure any default by Member or to extend, reinstate or continue the Term
c. Member may not assign this Agreement (or any rights or obligations under this Agreement) to any third party without Brickyard’s prior written consent, and Member will not permit the use of any portion of the Space by any person other than Member, its Representatives, or their respective Guests. Brickyard may assign the Agreement in its discretion. Any purported assignment by the member in violation of this section shall be null and void. The Agreement shall be binding on all permitted assignees.
d. All notices required under this Agreement will be in writing and will be given by hand or electronic mail to the Parties at the email or physical addresses provided by each Party from time to time. All notices under this Agreement will be deemed given when sent by email with receipt or hand-delivered or by regular mail, postage prepaid.
e. Anything to the contrary herein notwithstanding, under no circumstances will Brickyard be held responsible or liable for the security or safekeeping of any personal property or personal computing devices (including, without limitation, computers and peripheral devices, laptop computers, mobile phones, tablets, personal data organizers, fax machines, printers and other similar items.)
f. The provisions of Sections 11-18 will survive the expiration or earlier termination of this Agreement.
g. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the substantially prevailing Party will be entitled to reasonable attorneys’ fees, costs, and necessary disbursements in addition to any other relief to which such Party may be entitled.
h. This Agreement shall be interpreted under the laws of the Commonwealth of Virginia. Member hereby irrevocably consents to the jurisdiction and venue of the state court, over any suit, action or proceeding arising out of or relating to this Agreement. Member hereby irrevocably waives, to the fullest extent permitted by law, any objection it may now or hereafter have to such venue as being an inconvenient forum, and hereby waives trial by jury in any action or proceeding.
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