(b) The Company’s agreement to provide the Services is expressly conditioned upon Member’s acceptance of this Agreement. Further, by applying to become a Member or by accepting any Services hereunder, Member agrees to be bound by this Agreement.
(d) The Company reserves the right, in its sole discretion, to change or replace this Agreement or any other terms and conditions at any time and to make changes to any services offered to Members, with or without notice. The Agreement then-in effect will be published on the fabbit website (), and it will be the responsibility of the Member to periodically review the Agreement for changes. In no event shall the Company be liable for any change to the Agreement or for any change, suspension, or discontinuance to any Services provided by the Company.
(a) “Member” means an individual or entity that meets the eligibility requirements set forth in Article 3 below and that has completed the Company’s registration process to receive the Services.
(b) If Member is an entity (“Entity Member”), Entity Member shall designate an individual to be the primary authorized representative of the Entity Member (“Primary Representative”) who shall have the authority to make decisions and legally bind the Entity Member in connection with this Agreement. Further, Entity Member may designate individuals associated with its business (e.g. employees, officers, directors, partners, managers, independent contractors, consultants, agents, and representatives) that Entity Member authorizes to use Entity Member’s Workspace (as defined below) and to receive the Services hereunder (each, a “Member Employee” and collectively, the “Member Employees”) by adding their names and addresses to the “Member Employee List” form provided by the Company and delivering it to the Company. Only those Member Employees set forth on the Member Employee List shall be deemed to be authorized to use Entity Member’s Workspace and receive the Services. Entity Member shall be responsible for maintaining the accuracy of the Member Employee List. The Primary Representative must be a Member Employee. Member may change the Primary Representative or make changes to the Member Employee List at any time in accordance with Article 9 below. Unless otherwise specified, the term “Member” used in this Agreement shall refer to both the Entity Member and its Member Employees, collectively.
(c) The Company will create a profile for each Member, including Member Employees, on the Company’s Member Network. Such profile will be viewable by the Company, the Company’s employees and agents, and other Members. Such profile may include a photograph of the Member, in addition to other information about the Member. Member hereby consents to the creation of such profile. An Entity Member is responsible for informing each of its Member Employees about the creation of a profile for the Member Employee, and by sending the Company a request to add a Member Employee to the Member Employee List, the Entity Member is representing and warranting that it has obtained all necessary consents from such individual for the creation of such profile.
An individual or entity that desires to become a Member (an “Applicant”) must meet all of the criteria set forth below:
1) Accept and agree to comply with the Agreement.
2) If Applicant is an individual, be 18 years of age or older. If an Applicant is an entity, the individual to be designated as Primary Representative be 18 years of age or older.
Present valid identification (if Applicant is an entity, the Primary Representative must present valid identification and the entity’s formation and governing documents).
(a) The Company shall provide services based on the Membership types as set forth on the fabbit website () from time to time. Further, subject to the terms and conditions of this Agreement, during the Term (defined below), the Company will use commercially reasonable efforts to provide the following services (collectively, the “Services”) to Member:
(a) The Company is entitled to access Member’s Workspace, with or without notice, in connection with the Company’s provision of the Services, for safety or emergency purposes, or for any other purpose. The Company may temporarily move furniture contained in the Workspace. The Company reserves the right to alter the Workspace, provided that the Company will not do so in a manner that materially decreases the square footage of the assigned Workspace or related amenities. The Company may also modify or reduce the list of Services or furnishings provided for the Workspace at any time. The Services may be provided by the Company, an affiliate, or a third party.
(b) If the Company is unable to make the Workplace available by the Start Date for any reason, including due to (i) changes in construction plans, delays in obtaining permits, or any other obstacles in procuring space in the Premises, or (ii) delays caused by Member or by changes requested by Member, the Company will not be subject to any liability related to such inability, nor will such failure affect the validity of this Agreement. In this event, except as set forth in this Agreement, Member will not be obligated to make payments of the Membership Fee until the Workplace is made available to Member.
(c) The Company may also change the layout of the Workspace and/or the Premises from time to time, and the Company will not be subject to any liability related to such change.
No less than one (1) month’s notice from the 1st day of any calendar month
No less than three (3) months’ notice prior to the end of the Initial term or any Renewal Term thereof
(i) If Member ceases to conduct business in the normal course, becomes insolvent, enters into suspension of payments, moratorium, reorganization or bankruptcy, becomes a “debtor” as defined in 11 U.S.C. Section 101 or any successor statute thereto (unless, in the case of a petition filed against Member, the same is dismissed within 60 days); makes a general assignment for the benefit of creditors, admits in writing its inability to pay debts as they mature, suffers or permits the appointment of a receiver for its business or assets, or avails itself of or becomes subject to any other judicial or administrative proceeding that relates to insolvency or protection of creditors’ rights.
(ii) Member or any Member Employee breaches any provision of this Agreement or is negligent in complying with its obligations under the Agreement or any other policies or instructions provided by the Company.
(iii) Member’s or any Member Employee’s actions, the actions of personnel performing on behalf of Member under this Agreement, discredit, defame, or otherwise damage the Company, as determined in the Company’s sole discretion.
(iv) upon termination, expiration or material change of the Company’s rights in the Premises.
(v) at any other time, when the Company, in the Company’s reasonable discretion, desires to terminate the Agreement.
Member will remain liable for past due amounts, and the Company may exercise the Company’s rights to collect outstanding payments, despite termination or expiration of this Agreement.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY PROVIDES THE PREMISES, WORKSPACE, AND SERVICES “AS IS” AND WITH ALL FAULTS, AND HEREBY DISCLAIMS (AND BY ACCEPTING THE SERVICES, MEMBER HEREBY WAIVES) WITH RESPECT TO THE PREMISES, WORKSPACE, AND SERVICES ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, ANY (IF ANY) WARRANTIES, DUTIES, OR CONDITIONS OF OR RELATED TO: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, RESULTS, WORKMANLIKE EFFORT, LACK OF NEGLIGENCE, NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, COMPLIANCE WITH ANY RULES OR PRACTICES ESTABLISHED UNDER APPLICABLE LAWS, REGULATIONS OR STANDARDS, OR ANY OTHER EXPRESS, STATUTORY OR IMPLIED WARRANTY OF ANY KIND ARISING OUT OF THE DELIVERY, USE OR PERFORMANCE OF THE PREMISES, WORKSPACE, OR SERVICES OR ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
ALSO, THERE IS NO WARRANTY, DUTY, OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSESSION, AND CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGMENT CONCERNING ANY USE OF THE PREMISES, WORKSPACE, OR SERVICES. THE ENTIRE RISK ARISING OUT OF PARTICIPATION AS A MEMBER OR IN THE USE OF THE PREMISES, WORKSPACE, OR SERVICES REMAINS WITH MEMBER.
“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
Member may not transfer or otherwise assign any of Member’s rights or obligations under this Agreement without the Company’s prior consent. The Company may assign this Agreement to a third party at any time without the consent of Member.