Terms of Service
By acceptance of these terms and conditions, you (herein “you” or “member”) agree to be bound by the entirety of this agreement, along with the Terms of Use. BrainBox offers different plan types. Membership plans, currently offered for either a virtual office, hot desk, dedicated desk or executive suites, confer the benefits outlined in the plan in perpetuity unless otherwise stated, amended or terminated in accordance with the terms and conditions outlined herein. If you are now or at any time later subscribed to a membership plan (hot desk, dedicated desk or executive suite) that offers benefits for a finite period, it is understood your membership plan will automatically convert to a month-to-month membership, barring any cancellation per the terms of termination of membership defined below. The dues, booking credits and amenities are outlined in the plan (herein “plan”) you have selected. Use of any amenities or services beyond those provided explicitly in the plan may incur additional fees. The terms and conditions of your plan and membership are private, and the contents of all agreements are to remain confidential, exclusively between you and BrainBox. You understand that any other understanding or deviation from the terms and conditions herein are binding only if explicitly agreed to by BrainBox in writing. Any of your employees, agents, or designees joining BrainBox now or at any time in the future, are individually required to accept and be bound by these terms and conditions. Member benefits and services are conferred only to the individual member, and may not be transferred or shared, unless otherwise stated. Any individual joining BrainBox will be offered to do so on the prevailing plans offered at that time, and the terms and conditions of plans those may substantially differ from those offered under plans today. It us understood you are billed at the time of booking, regardless of the plan commencement date. It is further understood that BrainBox must first accept your booking, and that benefits and services are only conferred when your request is accepted and payment has been received in full, and then only from the plan commencement date. Regular membership plans are charged a prorated portion of the first month's dues together with the prepaid last month's dues. For example, if your plan's monthly dues are $250 a month and you are joining effective the 15th of the month, you will be charged dues of $375 ($125 prorated for half month + $250 prepaid last month). Plan dues, amenities, services and fees are billed first of the month, automatically charged on the credit card on file, unless you have made alternative payment processing arrangements (ie ACH, check, cash).The following fees will be applied where relevant: Alternative Payment Processing Fee: Late Fee Applied After 5th of Month:
NSF Fee (insufficient funds, rejected CC): $50 / Per Transaction BrainBox reserves the right to change your membership plan at any time with 45-days notice. If you do not wish to continue your membership under the new terms, you must provide cancellation notice as described below. As membership rates are subject to change, you are advised to check the current prevailing rates with BrainBox prior to adding any new Company / Organization member.Your membership entitles you to booking credits that may be applied towards use of resources including conference rooms and event space . If you exceed your booking allowance, you will be charged for such overages at the prevailing usage rates and those charges will appear on your next monthly invoice. TERMINATION: If you wish to terminate membership, for yourself or for any individual member of your company or organization, you must provide notice of cancellation to BrainBox via an email addressed to info@brainbox.com with the subject line “Termination of Membership” detailing the named memberships to be terminated. Said cancellation must be received by BrainBox no later than the last business day of a given month by 5:00PM EST, and cancellation will then only be effective the last calendar day of the subsequent month. By way of example, if you wish to terminate a membership in September, notice must be received by BrainBox the latest 5:00PM on the last business day of the month of August, and the cancellation then will only be effective on September 30th the last calendar day of that month. For any plan with a commitment term, termination is only effective after that term has fully lapsed, and subject to the terms of termination above. All move-outs are to be coordinated with BrainBox and scheduled for after 7:00 PM weekdays or on weekends. Any property or items remaining on the premises after your termination date will be considered abandoned and disposed of by BrainBox at its sole discretion. BrainBox may terminate membership with 30-days notice at any time. Further, as stipulated in the Terms of Use, membership may be terminated immediately without prior notice for failure to comply with any of the explicit membership plan terms and conditions, or for any act that impinges upon other members' rights to enjoyment of their membership services. . Termination of an individual's membership, whether by notice or otherwise, does not absolve any of Company's / Organization's other member employees, agents, or designees from their responsibilities, and their membership shall remain in-force. You acknowledge that you have read and understand the Plan Terms and Conditions and understand that the Terms of Use is expressly incorporated herein, and made a part hereof, and shall be included within the definition of this contractual agreement. ACCEPTANCE OF TERMS. In addition to the Plan Terms and Conditions, the services provided by BrainBox Cowork, Corp. (“BrainBox”) to you are subject to the following Terms of Use (“TOU”). DESCRIPTION OF SERVICES. BrainBox may provide you with access to office space, workstations, internet access, office equipment, conference space, knowledge resources, and other business services (collectively or in part “Services”). The use of Services shall in no way be understood as granting you any title, easement, lien, possession or related rights in the premises (“Premises”) located at 142 NW 37th St. Miami, FL, 33127 (“Building”). All rights hereunder are purely contractual and you shall not receive, or claim to have received, whether expressly or implicitly, any tenancy rights whatsoever. You acknowledge and represent that the TOU herein provides no rights under the BrainBox's lease, that you are not in privy with the Landlord, and that you shall have no right to bring or make any claims against the Landlord of 142 NW 37th St. Miami, Fl, 33127 or any of Landlord's officers, agents, shareholders, members, representatives, employees, successors and assignees.AUTHORITY. You hereby represent and warrant that you have all requisite legal power and authority to enter into the TOU and the Plan Terms and Conditions, and no further authorization or approval is necessary. You are advised to review the terms and conditions outlined in the TOU and Plan Terms and Conditions with an attorney. Further, you acknowledge that your continued use of Services is understood as explicit acceptance of the prevailing TOU and Plan Terms and Conditions. UNLAWFUL OR PROHIBITED USE. As a condition of your use of the Services, you will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions and notices, prohibited by local law or that deviate from the intended purpose of the Services. You may not use the Services in any manner that could damage, disable, overburden, or impair any of BrainBox property or services, or interfere with any other party's use and enjoyment of any Services. You further represent and warrant that your participation or use of the Services will not conflict with, or result in any breach of any license, contract, agreement or other instrument or obligation to which you are a party. EXCLUSIVITY. During the term of the membership, BrainBox does not grant any exclusive rights to you, and you acknowledge that Services may be offered to others under similar or different terms as set forth herein. The Services herein granted may not be transferred to any other person or entity. BrainBox may amend services and shall not be responsible for any loss of income, relocation expenses or any other costs directly or indirectly associated with any such changes. BrainBox shall not be responsible for any inconvenience or expenses resulting from change of Service with respect to third parties and you shall indemnify BrainBox and hold BrainBox harmless as to all claims by such parties made in conjunction with any change of Services by BrainBox.DAMAGE. You shall be wholly responsible for any damage, exceeding normal wear and tear, caused by your acts and omissions and those of your agents, guests, employees, delegates, invitees, equipment, fixtures, furnishings, pets, or anyone or anything else you cause to be brought into the Premises or to use the Services. DISCLOSURES. BrainBox reserves the right at all times to disclose any information about you and your participation in, and use of the Services as BrainBox deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in BrainBox's sole discretion. Further, you agree to allow BrainBox to represent you, your organization or company's participation in and use of Services in all forms of communication, whether in digital, print or otherwise and to share your personal contact details. CONFIDENTIALITY. You acknowledge and agree that during your participation in and use of the Services you may be exposed to Confidential Information. “Confidential Information” shall mean all information, in whole or in part, that is disclosed by BrainBox or any participant or user of the Services, or any employee, affiliate, or agent therefore, that is nonpublic, confidential or proprietary in nature. Confidential Information also includes, without limitation, information about business, sales, operations, knowhow, trade secrets, technology, products, employees, customers, marketing plans, financial information, services, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of BrainBox, any analyses, compilations, studies or other documents prepared by BrainBox or otherwise derived in any manner from the Confidential Information and any information that you are obliged to keep confidential or know or have reason to know should be treated as confidential. Your participation in and use of the Services obliges you to: i. Maintain all Confidential Information in strict confidence; ii. Not to disclose Confidential Information to any third parties; iii. Do not use Confidential Information in any way directly or indirectly detrimental to BrainBox or any participant or user of the Services. All Confidential Information remains the sole and exclusive property of BrainBox or the respective disclosing party. You acknowledge and agree that nothing in the Plan Terms and Conditions or TOU, or your participation or use of the Services, will be construed as granting any rights to you, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of BrainBox or any participant or user of the Services. PARTICIPATION IN OR USE OF SERVICES. You acknowledge that you are participating in, or using the Services of your own free will and decision. You acknowledge that BrainBox does not have any liability with respect to your access, participation in, use of the Services, or any loss of information resulting from such participation or use. DISCLAIMER OF WARRANTIES. to the maximum extent permitted by applicable law, brainbox provides the services “as is” and with all faults, and hereby disclaims with respect to the 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, lack of viruses, accuracy or completeness of responses, results, workmanlike effort and lack of negligence. Also, there is no warranty, duty or condition of title, quiet enjoyment, quiet possession, correspondence to description or non-infringement concerning any use of the services. the entire risk as to the quality, or arising out of participation in or the use of, the services, remains with you. Exclusions of incidental, consequential and other damages. to the maximum extent permitted by applicable law, in no event shall brainbox or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assignees, jointly or individually be liable for any direct, special, incidental, indirect, punitive, consequential or other damages whatsoever (including, but not limited to, damages for: loss of profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty (including of good faith or of reasonable care), negligence, and any other pecuniary or other loss whatsoever) arising out of or in any way related to the participation in or inability to participate in or use of the services, the provision of or failure to provide services, or otherwise under or in connection with any provision of this agreement, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of brainbox, and even if brainbox has been advised of the possibility of such damages. LIMITATION OF LIABILITY AND REMEDIES. Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of brainbox or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns under any provision of this tou and your exclusive remedy for all of the foregoing shall be limited to actual damages incurred by you based on reasonable reliance up to one hundred dollars (usd $100.00). the foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose. TERMINATION. BrainBox reserves the right to terminate any Service at any time. BrainBox further reserves the right to terminate your participation in and use of any Services, immediately and without notice, if you fail to comply with the TOU or Plan Terms and Conditions. You expressly acknowledge and agree that neither the services provided by brainbox nor this agreement shall in any manner constitute a landlord/tenant relationship, and brainbox may immediately terminate the services for any reason at any time. Upon termination, you agree to immediately remove any and all of your personal property from the Premises. NON-DISPARAGEMENT. You shall, during and after the participation in and use of the Services, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding BrainBox, or any of BrainBox's officers, directors, employees, personnel, agents, policies , services or products, other than to comply with law. INDEMNIFICATION. You release, and hereby agree to indemnify, defend and save harmless BrainBox and BrainBox's subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses (including, without limitation, reasonable attorney's fees), judgments, fines and penalties based upon or arising out of your negligent actions, errors and omissions, willful misconduct or fraud in connection with the participation in or use of the Services. You further agree in the event that you bring a claim or lawsuit in violation of this agreement, you shall be liable for any attorneys' fees and all costs incurred by BrainBox or its respective officers and agents in connection with the defense of such claim or lawsuit .INSURANCE. As required by the owner of Building located at 142 NW 37th St. Miami, Fl, 33127, BrainBox carries General Liability and Property insurance. It is understood that the BrainBox General Liability and Property policy does not extend coverage to you, your employees, guests, or any other parties. While BrainBox employs certain safeguards and security measures within the Premises, BrainBox does not assume any liability for damage, theft or loss of personal property. BrainBox members are not required, but it is strongly suggested that they carry an insurance policy to cover their own equipment and personal property while using the Services. USE OF SERVICES. You agree to the following additional terms and conditions when participating in, or using the Services:1. You shall not restrict, interrupt, impose or inhibit others from their rights to enjoy or benefit from the Services;2. You shall not engage in any activity that may defame, abuse, harass, stalk, threaten or otherwise violate the legal rights, including the rights of privacy of others;3. You shall not violate any code of conduct or other guidelines which may be applicable for any particular Service;4. You shall not violate any applicable laws or regulations;5. You shall not enable any individual unauthorized access to the Services;6. You shall not engage in any activity that compromises the professionalism or quality of the Services; You shall not place, or allow anything to be placed in the common areas (walkways, restrooms, kitchen, passageways, doors, lobby, etc.) which would cause any impediment to the passage of others, appear unsightly within or from outside of the Premises, alter the aesthetic or environment, or would in any way cause a disturbance to others either within or outside of the Premises.7. You shall not place, or allow anything to be placed in the common areas (walkways, restrooms, kitchen, passageways, doors, lobby, etc.) which would cause any impediment to the passage of others, appear unsightly within or from outside of the Premises, alter the aesthetic or environment, or would in any way cause a disturbance to others either within or outside of the Premises.8. You shall not use sidewalks, halls, passageways, exits or entrances for any purposes other than for ingress to and egress from the Premises.9. BrainBox retains the right to control, limit or prevent access to the Building and Premises by any persons whose presence is, in the judgment of BrainBox, prejudicial to the safety, character, reputation and interests of the Building.10. Anyone or anything which you bring into the Premises that causes a disturbance to anyone within the Premises will require that you immediately remedy that disturbance by removing the source or cause. This includes, but is not limited to noise, loud conversation, unruly guests or children, pets, odors, or otherwise.11. The restrooms, toilets, urinals, wash bowls and other bathroom apparatus shall not be used for any purposes other than that for which they were built, and no foreign substance of any kind whatsoever shall be thrown therein, and to the extent caused by you or your employees or guests, the expense of any breakage, stoppage or damage resulting from the violation of this norm shall be borne by you.12. You understand that the entire Premises is under 24-hour video surveillance, and consent that you and your employees, delegates, agents, guests and other's entry into the Premises is granted with the explicit understanding that they are being filmed and that such content may be used by BrainBox and shared with others for whatever purpose BrainBox so chooses.13. You shall not cause any unnecessary janitorial labor or services by reason of your carelessness or indifference in the preservation of good order and cleanliness to the Building, Premises or any of the fixtures found therein.14. Cooking by any heating element is not permitted on the Premises (the use of a coffee maker and microwave are, however, permitted uses).15. You shall not bring upon, use or keep in the Premises or the Building, any kerosene, gasoline or otherwise flammable or combustible fluid or material, or use any method of heating or air conditioning other than that supplied by BrainBox.16. BrainBox shall have sole power to direct electricians to where and how wires are to be introduced. No boring or cutting of wires is to be allowed without the consent of BrainBox. The locations of telephones, call boxes, network points, routers and other office equipment affixed to the Premises are determined by BrainBox, in its sole discretion.17. You shall not use the premises for lodging or dwelling.18. You shall not install any wall or floor covering in any manner except as approved by BrainBox.19. No furniture, packages, supplies, equipment or merchandise will be received in the Building or carried up, except between such hours as shall be designated by BrainBox.20. You shall not cause any door to remain open that may allow others to enter Building or Premises without prior authorization. Without the prior written consent of BrainBox, you shall not use the name of the Building or any picture of the Building in connection with, or in promoting or advertising your business, except you may use the address of the Building as the address of your business22 . You shall cooperate fully with BrainBox to assure the most effective operation of the Premises' and of the Building's heat and air conditioning, and shall refrain from attempting to adjust any controls, nor shall you leave any doors or windows ajar that would affect the temperature within the Premises or Building.23. Except for BrainBox's gross negligence, you assume full responsibility for protecting the Premises from theft, robbery and pilferage, which includes keeping doors locked and other means of entry to the Premises closed and secured.24. You shall not conduct any auction nor permit any bankruptcy sale to be held on the Premises, nor store goods, wares or merchandise on the Premises. All freight must be moved into, within and out of the Building under the supervision of BrainBox and according to such regulations as may be promulgated by BrainBox. All moving of furniture or equipment into, within or out of the Building by you shall be done at such time and in such manner as directed by BrainBox or its agent. In no cases shall items of freight, furniture, fixtures or equipment be moved into or out of the Building between the hours of 7:00 AM and 7:00 PM26. You shall not change locks or install other locks on doors without the prior written consent of BrainBox.27. You shall give prompt notice to BrainBox of any accidents to or defects in plumbing, electrical fixtures or heating apparatus reasonably known to you so the same may be attended to properly. Internet Policy: Wireless access to the Internet is provided during your membership. Service interruptions, if they occur, will be handled as promptly as possible. BrainBox is not responsible for any data, business or other losses as a result of such interruptions. You are responsible for protecting your own computer and data from electrical surges, theft, viruses, or other malicious attacks. You agree not to use the Service, any BrainBox or related network or website for any fraudulent, unlawful, harassing or abusive purpose, or so as to damage or cause risk to our business, reputation, employees, subscribers, facilities, or to any person . Improper uses include, but are not limited to: a. violating any applicable law or regulation; b. posting or transmitting content you do not have the right to post or transmit; c. Posting or transmitting content that infringes a third party's trademark, patent, trade secret, copyright, publicity, privacy, or other right; d. Posting or transmitting content that is unlawful, untrue, stalking, harassing, libelous, defamatory, abusive, tortious, threatening, obscene, hateful, harmful or otherwise objectionable as determined in our sole discretion; and. Attempting to intercept, collect or store data about third parties without their knowledge or consent; F. Deleting, tampering with or revising any material posted by any other person or entity; g. Accessing, tampering with or using non-public areas of the Service or any BrainBox or related website, computer systems or network; h. Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures; Yo. Attempting to access or search the Service or any BrainBox or related network or website with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by BrainBox or other generally available third party web browser; J. Sending unsolicited messages, including without limitation, promotions or advertisements for products or services, "pyramid schemes", "spam", "chain mail" or "junk mail"; k. Using the Service or any BrainBox or related website or network to send altered, deceptive or false source-identifying information; he. Attempting to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Service or any BrainBox or related website or network; m. Interfering or attempting to interfere with the access of any user, host or network, including without limitation, sending a "virus" to the Service or any BrainBox or related website or network, overloading, "flooding," "spamming," "crashing, " or "mailbombing" the Service or any BrainBox or related website or network; or n. Impersonating or misrepresenting your affiliation with any person or entity. If BrainBox suspects violations of any of the above, BrainBox will investigate and may institute legal action, immediately deactivate Service to any account without prior notice to you, and cooperate with law enforcement authorities in bringing legal proceedings against violators. You agree to cooperate reasonably with BrainBox in investigating suspected violations.29. You shall not install, maintain or otherwise locate at BrainBox any computer server of any kind, whether hardware or software without prior written consent of BrainBox.ENTIRE AGREEMENT. This TOU and the Plan Terms and Conditions constitute the entire agreement between the parties pertaining to the subject matter contained therein, and supersede all prior and contemporary agreements, representations, and understandings of the parties pertaining to such subject matter. SEVERABILITY. In the event that any provision or portion of this TOU or the Plan Terms and Conditions is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this TOU and the Plan Terms and Conditions shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law. WAIVERS. No waiver shall be binding on BrainBox unless executed in writing by an authorized representative of BrainBox. SUCCESSORS AND ASSIGNS. This TOU and the Plan Terms and Conditions shall be binding on your heirs, legal representative, successors and assigns. ASSIGNMENT. In no event may you assign in whole or in part your membership or use of the Services, without the advance written consent of BrainBox. NOTICE.
BrainBox
142 NW 37th St. Miami, Fl, 33127, Attn: Member Services If to you:
At the Billing Address or Email set forth in the Membership Agreement LEGAL FEES. If BrainBox shall bring any action for any relief against you arising out of this TOU or the Plan Terms and Conditions, the losing party shall pay to the prevailing party a reasonable sum for attorneys' fees and costs incurred in bringing such suit and / or enforcing any judgment granted therein, all of which shall be deemed to have accrued upon the commencement of such action and shall be paid whether or not such action is prosecuted to judgment. GOVERNING LAW. The rights and obligations hereunder shall be governed by, and this TOU and the accompanying Plan Terms and Conditions shall be constructed and enforced in accordance with the laws of the State of Florida. Venue for the resolution of any dispute arising out of this TOU or the Plan Terms and Conditions shall be Miami Dade County, Florida.MODIFICATION. BrainBox may in its sole discretion, change the Terms of Use and Plan Terms and Conditions, copies of which can be obtained by request at any time from BrainBox. Your continued use of Services thereafter is explicit agreement to the amended terms and conditions contained therein. I hereby acknowledge that I have read and understood all of the terms and conditions contained in this TOU, and further agree to be bound collectively by the TOU and Plan Terms and Conditions regarding my participation in and use of the Services.
NSF Fee (insufficient funds, rejected CC): $50 / Per Transaction BrainBox reserves the right to change your membership plan at any time with 45-days notice. If you do not wish to continue your membership under the new terms, you must provide cancellation notice as described below. As membership rates are subject to change, you are advised to check the current prevailing rates with BrainBox prior to adding any new Company / Organization member.Your membership entitles you to booking credits that may be applied towards use of resources including conference rooms and event space . If you exceed your booking allowance, you will be charged for such overages at the prevailing usage rates and those charges will appear on your next monthly invoice. TERMINATION: If you wish to terminate membership, for yourself or for any individual member of your company or organization, you must provide notice of cancellation to BrainBox via an email addressed to info@brainbox.com with the subject line “Termination of Membership” detailing the named memberships to be terminated. Said cancellation must be received by BrainBox no later than the last business day of a given month by 5:00PM EST, and cancellation will then only be effective the last calendar day of the subsequent month. By way of example, if you wish to terminate a membership in September, notice must be received by BrainBox the latest 5:00PM on the last business day of the month of August, and the cancellation then will only be effective on September 30th the last calendar day of that month. For any plan with a commitment term, termination is only effective after that term has fully lapsed, and subject to the terms of termination above. All move-outs are to be coordinated with BrainBox and scheduled for after 7:00 PM weekdays or on weekends. Any property or items remaining on the premises after your termination date will be considered abandoned and disposed of by BrainBox at its sole discretion. BrainBox may terminate membership with 30-days notice at any time. Further, as stipulated in the Terms of Use, membership may be terminated immediately without prior notice for failure to comply with any of the explicit membership plan terms and conditions, or for any act that impinges upon other members' rights to enjoyment of their membership services. . Termination of an individual's membership, whether by notice or otherwise, does not absolve any of Company's / Organization's other member employees, agents, or designees from their responsibilities, and their membership shall remain in-force. You acknowledge that you have read and understand the Plan Terms and Conditions and understand that the Terms of Use is expressly incorporated herein, and made a part hereof, and shall be included within the definition of this contractual agreement. ACCEPTANCE OF TERMS. In addition to the Plan Terms and Conditions, the services provided by BrainBox Cowork, Corp. (“BrainBox”) to you are subject to the following Terms of Use (“TOU”). DESCRIPTION OF SERVICES. BrainBox may provide you with access to office space, workstations, internet access, office equipment, conference space, knowledge resources, and other business services (collectively or in part “Services”). The use of Services shall in no way be understood as granting you any title, easement, lien, possession or related rights in the premises (“Premises”) located at 142 NW 37th St. Miami, FL, 33127 (“Building”). All rights hereunder are purely contractual and you shall not receive, or claim to have received, whether expressly or implicitly, any tenancy rights whatsoever. You acknowledge and represent that the TOU herein provides no rights under the BrainBox's lease, that you are not in privy with the Landlord, and that you shall have no right to bring or make any claims against the Landlord of 142 NW 37th St. Miami, Fl, 33127 or any of Landlord's officers, agents, shareholders, members, representatives, employees, successors and assignees.AUTHORITY. You hereby represent and warrant that you have all requisite legal power and authority to enter into the TOU and the Plan Terms and Conditions, and no further authorization or approval is necessary. You are advised to review the terms and conditions outlined in the TOU and Plan Terms and Conditions with an attorney. Further, you acknowledge that your continued use of Services is understood as explicit acceptance of the prevailing TOU and Plan Terms and Conditions. UNLAWFUL OR PROHIBITED USE. As a condition of your use of the Services, you will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions and notices, prohibited by local law or that deviate from the intended purpose of the Services. You may not use the Services in any manner that could damage, disable, overburden, or impair any of BrainBox property or services, or interfere with any other party's use and enjoyment of any Services. You further represent and warrant that your participation or use of the Services will not conflict with, or result in any breach of any license, contract, agreement or other instrument or obligation to which you are a party. EXCLUSIVITY. During the term of the membership, BrainBox does not grant any exclusive rights to you, and you acknowledge that Services may be offered to others under similar or different terms as set forth herein. The Services herein granted may not be transferred to any other person or entity. BrainBox may amend services and shall not be responsible for any loss of income, relocation expenses or any other costs directly or indirectly associated with any such changes. BrainBox shall not be responsible for any inconvenience or expenses resulting from change of Service with respect to third parties and you shall indemnify BrainBox and hold BrainBox harmless as to all claims by such parties made in conjunction with any change of Services by BrainBox.DAMAGE. You shall be wholly responsible for any damage, exceeding normal wear and tear, caused by your acts and omissions and those of your agents, guests, employees, delegates, invitees, equipment, fixtures, furnishings, pets, or anyone or anything else you cause to be brought into the Premises or to use the Services. DISCLOSURES. BrainBox reserves the right at all times to disclose any information about you and your participation in, and use of the Services as BrainBox deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in BrainBox's sole discretion. Further, you agree to allow BrainBox to represent you, your organization or company's participation in and use of Services in all forms of communication, whether in digital, print or otherwise and to share your personal contact details. CONFIDENTIALITY. You acknowledge and agree that during your participation in and use of the Services you may be exposed to Confidential Information. “Confidential Information” shall mean all information, in whole or in part, that is disclosed by BrainBox or any participant or user of the Services, or any employee, affiliate, or agent therefore, that is nonpublic, confidential or proprietary in nature. Confidential Information also includes, without limitation, information about business, sales, operations, knowhow, trade secrets, technology, products, employees, customers, marketing plans, financial information, services, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of BrainBox, any analyses, compilations, studies or other documents prepared by BrainBox or otherwise derived in any manner from the Confidential Information and any information that you are obliged to keep confidential or know or have reason to know should be treated as confidential. Your participation in and use of the Services obliges you to: i. Maintain all Confidential Information in strict confidence; ii. Not to disclose Confidential Information to any third parties; iii. Do not use Confidential Information in any way directly or indirectly detrimental to BrainBox or any participant or user of the Services. All Confidential Information remains the sole and exclusive property of BrainBox or the respective disclosing party. You acknowledge and agree that nothing in the Plan Terms and Conditions or TOU, or your participation or use of the Services, will be construed as granting any rights to you, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of BrainBox or any participant or user of the Services. PARTICIPATION IN OR USE OF SERVICES. You acknowledge that you are participating in, or using the Services of your own free will and decision. You acknowledge that BrainBox does not have any liability with respect to your access, participation in, use of the Services, or any loss of information resulting from such participation or use. DISCLAIMER OF WARRANTIES. to the maximum extent permitted by applicable law, brainbox provides the services “as is” and with all faults, and hereby disclaims with respect to the 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, lack of viruses, accuracy or completeness of responses, results, workmanlike effort and lack of negligence. Also, there is no warranty, duty or condition of title, quiet enjoyment, quiet possession, correspondence to description or non-infringement concerning any use of the services. the entire risk as to the quality, or arising out of participation in or the use of, the services, remains with you. Exclusions of incidental, consequential and other damages. to the maximum extent permitted by applicable law, in no event shall brainbox or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assignees, jointly or individually be liable for any direct, special, incidental, indirect, punitive, consequential or other damages whatsoever (including, but not limited to, damages for: loss of profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty (including of good faith or of reasonable care), negligence, and any other pecuniary or other loss whatsoever) arising out of or in any way related to the participation in or inability to participate in or use of the services, the provision of or failure to provide services, or otherwise under or in connection with any provision of this agreement, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of brainbox, and even if brainbox has been advised of the possibility of such damages. LIMITATION OF LIABILITY AND REMEDIES. Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of brainbox or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns under any provision of this tou and your exclusive remedy for all of the foregoing shall be limited to actual damages incurred by you based on reasonable reliance up to one hundred dollars (usd $100.00). the foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose. TERMINATION. BrainBox reserves the right to terminate any Service at any time. BrainBox further reserves the right to terminate your participation in and use of any Services, immediately and without notice, if you fail to comply with the TOU or Plan Terms and Conditions. You expressly acknowledge and agree that neither the services provided by brainbox nor this agreement shall in any manner constitute a landlord/tenant relationship, and brainbox may immediately terminate the services for any reason at any time. Upon termination, you agree to immediately remove any and all of your personal property from the Premises. NON-DISPARAGEMENT. You shall, during and after the participation in and use of the Services, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding BrainBox, or any of BrainBox's officers, directors, employees, personnel, agents, policies , services or products, other than to comply with law. INDEMNIFICATION. You release, and hereby agree to indemnify, defend and save harmless BrainBox and BrainBox's subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses (including, without limitation, reasonable attorney's fees), judgments, fines and penalties based upon or arising out of your negligent actions, errors and omissions, willful misconduct or fraud in connection with the participation in or use of the Services. You further agree in the event that you bring a claim or lawsuit in violation of this agreement, you shall be liable for any attorneys' fees and all costs incurred by BrainBox or its respective officers and agents in connection with the defense of such claim or lawsuit .INSURANCE. As required by the owner of Building located at 142 NW 37th St. Miami, Fl, 33127, BrainBox carries General Liability and Property insurance. It is understood that the BrainBox General Liability and Property policy does not extend coverage to you, your employees, guests, or any other parties. While BrainBox employs certain safeguards and security measures within the Premises, BrainBox does not assume any liability for damage, theft or loss of personal property. BrainBox members are not required, but it is strongly suggested that they carry an insurance policy to cover their own equipment and personal property while using the Services. USE OF SERVICES. You agree to the following additional terms and conditions when participating in, or using the Services:1. You shall not restrict, interrupt, impose or inhibit others from their rights to enjoy or benefit from the Services;2. You shall not engage in any activity that may defame, abuse, harass, stalk, threaten or otherwise violate the legal rights, including the rights of privacy of others;3. You shall not violate any code of conduct or other guidelines which may be applicable for any particular Service;4. You shall not violate any applicable laws or regulations;5. You shall not enable any individual unauthorized access to the Services;6. You shall not engage in any activity that compromises the professionalism or quality of the Services; You shall not place, or allow anything to be placed in the common areas (walkways, restrooms, kitchen, passageways, doors, lobby, etc.) which would cause any impediment to the passage of others, appear unsightly within or from outside of the Premises, alter the aesthetic or environment, or would in any way cause a disturbance to others either within or outside of the Premises.7. You shall not place, or allow anything to be placed in the common areas (walkways, restrooms, kitchen, passageways, doors, lobby, etc.) which would cause any impediment to the passage of others, appear unsightly within or from outside of the Premises, alter the aesthetic or environment, or would in any way cause a disturbance to others either within or outside of the Premises.8. You shall not use sidewalks, halls, passageways, exits or entrances for any purposes other than for ingress to and egress from the Premises.9. BrainBox retains the right to control, limit or prevent access to the Building and Premises by any persons whose presence is, in the judgment of BrainBox, prejudicial to the safety, character, reputation and interests of the Building.10. Anyone or anything which you bring into the Premises that causes a disturbance to anyone within the Premises will require that you immediately remedy that disturbance by removing the source or cause. This includes, but is not limited to noise, loud conversation, unruly guests or children, pets, odors, or otherwise.11. The restrooms, toilets, urinals, wash bowls and other bathroom apparatus shall not be used for any purposes other than that for which they were built, and no foreign substance of any kind whatsoever shall be thrown therein, and to the extent caused by you or your employees or guests, the expense of any breakage, stoppage or damage resulting from the violation of this norm shall be borne by you.12. You understand that the entire Premises is under 24-hour video surveillance, and consent that you and your employees, delegates, agents, guests and other's entry into the Premises is granted with the explicit understanding that they are being filmed and that such content may be used by BrainBox and shared with others for whatever purpose BrainBox so chooses.13. You shall not cause any unnecessary janitorial labor or services by reason of your carelessness or indifference in the preservation of good order and cleanliness to the Building, Premises or any of the fixtures found therein.14. Cooking by any heating element is not permitted on the Premises (the use of a coffee maker and microwave are, however, permitted uses).15. You shall not bring upon, use or keep in the Premises or the Building, any kerosene, gasoline or otherwise flammable or combustible fluid or material, or use any method of heating or air conditioning other than that supplied by BrainBox.16. BrainBox shall have sole power to direct electricians to where and how wires are to be introduced. No boring or cutting of wires is to be allowed without the consent of BrainBox. The locations of telephones, call boxes, network points, routers and other office equipment affixed to the Premises are determined by BrainBox, in its sole discretion.17. You shall not use the premises for lodging or dwelling.18. You shall not install any wall or floor covering in any manner except as approved by BrainBox.19. No furniture, packages, supplies, equipment or merchandise will be received in the Building or carried up, except between such hours as shall be designated by BrainBox.20. You shall not cause any door to remain open that may allow others to enter Building or Premises without prior authorization. Without the prior written consent of BrainBox, you shall not use the name of the Building or any picture of the Building in connection with, or in promoting or advertising your business, except you may use the address of the Building as the address of your business22 . You shall cooperate fully with BrainBox to assure the most effective operation of the Premises' and of the Building's heat and air conditioning, and shall refrain from attempting to adjust any controls, nor shall you leave any doors or windows ajar that would affect the temperature within the Premises or Building.23. Except for BrainBox's gross negligence, you assume full responsibility for protecting the Premises from theft, robbery and pilferage, which includes keeping doors locked and other means of entry to the Premises closed and secured.24. You shall not conduct any auction nor permit any bankruptcy sale to be held on the Premises, nor store goods, wares or merchandise on the Premises. All freight must be moved into, within and out of the Building under the supervision of BrainBox and according to such regulations as may be promulgated by BrainBox. All moving of furniture or equipment into, within or out of the Building by you shall be done at such time and in such manner as directed by BrainBox or its agent. In no cases shall items of freight, furniture, fixtures or equipment be moved into or out of the Building between the hours of 7:00 AM and 7:00 PM26. You shall not change locks or install other locks on doors without the prior written consent of BrainBox.27. You shall give prompt notice to BrainBox of any accidents to or defects in plumbing, electrical fixtures or heating apparatus reasonably known to you so the same may be attended to properly. Internet Policy: Wireless access to the Internet is provided during your membership. Service interruptions, if they occur, will be handled as promptly as possible. BrainBox is not responsible for any data, business or other losses as a result of such interruptions. You are responsible for protecting your own computer and data from electrical surges, theft, viruses, or other malicious attacks. You agree not to use the Service, any BrainBox or related network or website for any fraudulent, unlawful, harassing or abusive purpose, or so as to damage or cause risk to our business, reputation, employees, subscribers, facilities, or to any person . Improper uses include, but are not limited to: a. violating any applicable law or regulation; b. posting or transmitting content you do not have the right to post or transmit; c. Posting or transmitting content that infringes a third party's trademark, patent, trade secret, copyright, publicity, privacy, or other right; d. Posting or transmitting content that is unlawful, untrue, stalking, harassing, libelous, defamatory, abusive, tortious, threatening, obscene, hateful, harmful or otherwise objectionable as determined in our sole discretion; and. Attempting to intercept, collect or store data about third parties without their knowledge or consent; F. Deleting, tampering with or revising any material posted by any other person or entity; g. Accessing, tampering with or using non-public areas of the Service or any BrainBox or related website, computer systems or network; h. Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures; Yo. Attempting to access or search the Service or any BrainBox or related network or website with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by BrainBox or other generally available third party web browser; J. Sending unsolicited messages, including without limitation, promotions or advertisements for products or services, "pyramid schemes", "spam", "chain mail" or "junk mail"; k. Using the Service or any BrainBox or related website or network to send altered, deceptive or false source-identifying information; he. Attempting to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Service or any BrainBox or related website or network; m. Interfering or attempting to interfere with the access of any user, host or network, including without limitation, sending a "virus" to the Service or any BrainBox or related website or network, overloading, "flooding," "spamming," "crashing, " or "mailbombing" the Service or any BrainBox or related website or network; or n. Impersonating or misrepresenting your affiliation with any person or entity. If BrainBox suspects violations of any of the above, BrainBox will investigate and may institute legal action, immediately deactivate Service to any account without prior notice to you, and cooperate with law enforcement authorities in bringing legal proceedings against violators. You agree to cooperate reasonably with BrainBox in investigating suspected violations.29. You shall not install, maintain or otherwise locate at BrainBox any computer server of any kind, whether hardware or software without prior written consent of BrainBox.ENTIRE AGREEMENT. This TOU and the Plan Terms and Conditions constitute the entire agreement between the parties pertaining to the subject matter contained therein, and supersede all prior and contemporary agreements, representations, and understandings of the parties pertaining to such subject matter. SEVERABILITY. In the event that any provision or portion of this TOU or the Plan Terms and Conditions is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this TOU and the Plan Terms and Conditions shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law. WAIVERS. No waiver shall be binding on BrainBox unless executed in writing by an authorized representative of BrainBox. SUCCESSORS AND ASSIGNS. This TOU and the Plan Terms and Conditions shall be binding on your heirs, legal representative, successors and assigns. ASSIGNMENT. In no event may you assign in whole or in part your membership or use of the Services, without the advance written consent of BrainBox. NOTICE.
BrainBox
142 NW 37th St. Miami, Fl, 33127, Attn: Member Services If to you:
At the Billing Address or Email set forth in the Membership Agreement LEGAL FEES. If BrainBox shall bring any action for any relief against you arising out of this TOU or the Plan Terms and Conditions, the losing party shall pay to the prevailing party a reasonable sum for attorneys' fees and costs incurred in bringing such suit and / or enforcing any judgment granted therein, all of which shall be deemed to have accrued upon the commencement of such action and shall be paid whether or not such action is prosecuted to judgment. GOVERNING LAW. The rights and obligations hereunder shall be governed by, and this TOU and the accompanying Plan Terms and Conditions shall be constructed and enforced in accordance with the laws of the State of Florida. Venue for the resolution of any dispute arising out of this TOU or the Plan Terms and Conditions shall be Miami Dade County, Florida.MODIFICATION. BrainBox may in its sole discretion, change the Terms of Use and Plan Terms and Conditions, copies of which can be obtained by request at any time from BrainBox. Your continued use of Services thereafter is explicit agreement to the amended terms and conditions contained therein. I hereby acknowledge that I have read and understood all of the terms and conditions contained in this TOU, and further agree to be bound collectively by the TOU and Plan Terms and Conditions regarding my participation in and use of the Services.
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