Legal Agreement: Terms of Service
MONTHLY MEMBER/VENUE LICENSE TERMS AND CONDITIONS By indicating your agreement to the monthly member and/or venue license using HINGE BUREAU, LLC’S (“Hinge Bureau”) designated web portal (the “Portal”), you (the “Licensee”), in consideration of the receipt of said license, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby agrees to be bound by the following terms and conditions: 1. License. For the Term (as detailed in the Portal) and subject to the terms and conditions set forth herein, Hinge Bureau grants to Licensee a limited non-transferrable and non-exclusive license—except that monthly member office users shall have an exclusive license to their office as defined in the Portal (the “License”) to use the premises requested via the Portal (the “Licensed Premises”). The License permits Licensee and its Invitees (defined hereinafter) to use the Licensed Premises only during the Term. Except as set forth in the License and/or these terms and conditions, the License does not create or convey any legal title, leasehold or other legal, equitable or beneficial property interest to the Licensed Premises to Licensee. 2. License Fee and Other Fees. Licensee shall pay Hinge Bureau the License Fees, deposits and any other fees set forth via the Portal. All fees shall be payable on the due dates set forth through the Portal. 3. Limits on Use. Hinge Bureau is granting the License to the Licensee solely for the Licensee's use of the Licensed Premises for the Event or monthly membership (as detailed in the Portal). Any other use of the Licensed Premises is strictly prohibited unless the Licensee obtains the prior written consent of Hinge Bureau. 4. Commercial Transactions. a. Generally. Unless otherwise agreed to in writing, Hinge Bureau prohibits all commercial transactions on the Licensed Premises, including but not limited to retail sales of food, alcoholic and nonalcoholic beverages and merchandise. Hinge Bureau understands that any Event may include auctions, raffles, and fundraising requests. Hinge Bureau agrees that this use is not prohibited. b. Food and Beverage. All food and beverage concessions must be arranged through a catering company acceptable to Hinge Bureau (the “Catering Company”). The Catering Company shall provide licensed and bonded servers sufficient to meet the requirements of the rules and regulations of the Indiana Alcohol and Tobacco Commission are followed and honored, including without limitation the securing of appropriate permits and the prohibition on serving alcohol to individuals less than 21 years of age. The Catering Company and/or Licensee shall have sole responsibility for compliance with any rules and regulations relating to the service of Alcoholic beverages. c. Merchandise. If permitted by Hinge Bureau, Event merchandise may be sold on the Licensed Premises or elsewhere pursuant only to prior written consent of Hinge Bureau provided the Event merchandise complies with all applicable laws and Licensee complies with all requirements of Hinge Bureau. 5. Insurance. Prior to any Event or monthly membership, and unless the Event or monthly membership shall be held in a conference room rather than the common area at the Hinge Bureau and/or the training center at the Pin Bureau (or, unless otherwise agreed to in writing beforehand), Licensee shall obtain and maintain at its expense comprehensive general liability insurance for full coverage of claims to a limit of at least $1,000,000.00 (the “Policy”); provided, however, that these limits may be modified if such modifications are set forth via the Portal. Licensee shall deliver a certificate evidencing compliance as to the insurance coverage to Hinge Bureau at least two (2) weeks prior to the Event or monthly membership or the Event or monthly membership will be cancelled and all fees or deposits paid prior to the cancellation will not be refunded. The certificate of insurance must demonstrate the following: a. Hinge Bureau, LLC is a certificate holder and is named as an additional insured under the policy; b. The Policy specifically covers any Event; c. The Policy provides coverage primary to any other coverage available to Hinge Bureau; and d. If alcohol is offered during any Event, Licensee must provide evidence of host liquor liability insurance with Hinge Bureau shown as additional insured and such coverage as primary to any other coverage available to Hinge Bureau. In addition to the foregoing, Licensee shall obtain and maintain, at its expense, automobile/motorcycle liability insurance on all owned, non-owned and hired autos and equipment operated or otherwise used or displayed in connection with any Event with coverage limits not less than $500,000.00 per occurrence or as otherwise required. 6. Waiver, Release and Indemnification. In consideration of the privilege of access to and the use of the Licensed Premises and the terms and conditions set forth herein, Licensee agrees to be solely and completely responsible for any injury to property, person and reputation that is suffered by Licensee or Licensee's contractors, vendors, suppliers, agents, representative, employees, guests or other persons on the Licensed Premises due to the actions of Licensee (collectively, the “Invitees”), or anyone else by reason of the acts or omissions of the Licensee or its Invitees. Licensee assumes all risk of injury to the person, property or reputation of Licensee and its Invitees, and waives and releases in advance any and all claims for injury, damage or loss Licensee, its Invitees or insurers may have against the Hinge Bureau Parties (as defined below) arising out of or in any way related to Licensee's exercise of any rights under this License and/or these terms and conditions, including any right of subrogation that Licensee, or its insurers may have against Hinge Bureau and its members, officers, affiliates, contractors, attorneys, employees or agents (collectively, the “Hinge Bureau Parties”). Licensee agrees to defend, indemnify and hold harmless the Hinge Bureau Parties from any and all liability, losses, damages, attorneys' fees and costs for injury to person, property or reputation suffered by the Licensee or its Invitees which (a) arises out of the Licensee's violation of the License and/or these terms and conditions, or (b) by reason of the acts or omissions of the Licensee or its Invitees. Licensee also agrees that it shall release, indemnify, and hold harmless the Hinge Bureau Parties from any and all damages claimed by Licensee or its Invitees, even if said damages are allegedly the result of the Hinge Bureau Parties’ own negligence. Licensee agrees that Licensee and its Invitees entering a restricted area at Hinge Bureau requiring a credential for entry will execute standard consent and liability releases before entering the restricted area. Licensee agrees that it shall be responsible for all damages, liability and/or losses resulting from Licensee's failure to comply with this obligation as to securing a consent and liability release prior to entry to any restricted area at Hinge Bureau. 7. Cancellation and Refund Policy. If Licensee cancels an Event at any time within 30 days prior to the Term, any fees or deposits paid prior to the cancellation shall be non¬refundable, unless otherwise agreed to in writing by Hinge Bureau. If Licensee cancels the Event before said 30 day period, any fees or deposits are fully refundable to Licensee. If for any reason the Licensed Premises become unavailable, Hinge Bureau will notify Licensee within five (5) calendar days, and Licensee's sole and exclusive remedy for any cancellation of an Event by Hinge Bureau shall be a refund of all fees and deposits paid by Licensee prior to the cancellation. If in the alternative (and consistent with the Portal) Licensee desires to cancel a monthly membership, Licensee shall notify Hinge Bureau five (5) calendar days prior to the automatic renewal of the monthly membership, or said Licensee shall be charged for one additional thirty (30) day period before the monthly membership is canceled. If for any reason or no reason, Hinge Bureau shall determine in its sole discretion that it will not offer an additional monthly license to Licensee beyond the then current Term, Hinge Bureau will provide reasonable notice to Licensee in its discretion but not to unreasonably interfere with Licensee's then current Term or LIcensee's required vacation of the Licensed Premises at the end of the then current Term. 8. Maintenance of the Licensed Premises. Licensee shall maintain order on the Licensed Premises and shall not conduct or permit any activities on the Licensed Premises which (a) are prohibited by any Federal, State or local applicable law, regulation, rule/or ordinance; (b) endanger the health or safety of any persons or property; (c) violate any rules, regulations, policies, practices and procedures of Hinge Bureau. Hinge Bureau shall not be obligated by the License and/or these terms and conditions to provide any additional services, equipment or facilities. All other services, labor or aspects of the Event or monthly membership are the responsibility of the Licensee and will not be provided by Hinge Bureau. Licensee shall use care in the enjoyment and use of the Licensed Premises. Licensee accepts the condition of the Licensed Premises in its current condition “as is” and with all faults, and agrees to return the Licensed Premises in the same condition as accepted by Licensee, reasonable wear and tear excepted, and Licensee hereby waives any claims against Hinge Bureau for defects in the Licensed Premises, including latent defects. Licensee has examined the Licensed Premises and is satisfied with the condition, fitness and order thereof. Commencement of the use of the Licensed Premises by Licensee shall be conclusive that the Licensed Premises was in good repair and in satisfactory condition, fitness and order when such use commenced, Licensee shall not paint, drill into or in any way mar or deface any part of the Licensed Premises. All property belonging to Licensee or Licensee's Invitees, shall be removed by the end of the Term. In the event any property belonging to Licensee or Licensee's Invitees shall not be removed after five (5) days from Hinge Bureau’s notice to Licensee, said property shall be deemed to be abandoned and title to the same shall immediately vest in Hinge Bureau, with full rights to dispose of the same without any liability in doing so. Hinge Bureau shall not responsible for any property left behind by Licensee or its Invitees. The Licensee is responsible for any and all damages to the Licensed Premises and surrounding site during the Event or monthly membership. Following the Event or monthly membership, Licensee shall remove any and all trash and debris and otherwise return the Licensed Premises to the same condition as a Licensed Premises was received by the Licensee from Hinge Bureau. In the event the Licensed Premises are not are not returned to the same condition as existed prior to the Event or monthly membership, Licensee shall be charged $100 per hour for any time incurred in cleaning the Licenses Premises and shall be responsible for any and all costs incurred in repairing any damage caused during the Event or monthly membership. Upon notice in writing by Hinge Bureau, Licensee shall immediately pay Hinge Bureau for the cost of cleaning and/or repairing any damage to the Licensed Premises caused by the Event or monthly membership. Any amounts unpaid within ten (10) days after the end of the Term shall accrue interest at the rate of 18% per annum. 9. Miscellaneous. a. Assignment. Licensee may not assign or transfer any rights or obligation under its License and/or these terms and conditions without the prior written consent of Hinge Bureau. b. Entire Understanding. The License and/or these terms and conditions and exhibits attached to these terms and conditions constitute the entire understanding between the parties with respect to the License and shall be deemed to supersede all prior agreements, whether written or oral. In the event of a conflict between these terms and conditions and those contained in Exhibit A, the terms and conditions of Exhibit A shall govern the parties' conduct as to such matters. c. Governing Law and Choice of Forum. In the event of any dispute regarding the License and/or these terms and conditions, the laws of the state of Indiana shall govern the validity, performance, enforcement, interpretation and any other aspect of the same, without regard to the principles of conflicts of law thereunder. The parties agree to submit to the exclusive jurisdiction venue of the courts of Marion County, Indiana for any action arising out of the License and/or these terms and conditions. In the event Hinge Bureau retains an attorney to enforce the provisions of the License and/or these terms and conditions, Licensee agrees to pay all attorneys' fees and litigation expenses incurred by Hinge Bureau. d. Modification and Waiver. No supplement, modification or amendment to the License and/or these terms and conditions shall be binding unless it is executed in writing by both parties. No waiver of any breach or violation of any of the provisions of the License and/or these terms and conditions shall constitute or shall be deemed to constitute a waiver of any other breach or violation of any provision of the License and/or these terms and conditions, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. e. Notice. All notices required to be given regarding the License and/or these terms and conditions or which the parties may desire to give regarding the same shall be in writing and (a) hand delivered personally; or (b) delivered by facsimile and/or email transmission if receipt is confirmed to be party to whom notice is to be given; or (c) addressed and sent by certified or registered mail, postage prepaid return receipt requested to the parties at the addresses provided via the Portal. Notices sent to Hinge Bureau shall be directed to the Space Manager of The Bureau. If either party wishes to alter the address is to which notices to it are sent, it may do so by providing the new address, in writing, to the other party by one of the means set forth in Section 10(e). All notices addressed in accordance with this Section 10(e) shall be effective when received if delivered by mail or, if personally delivered, the date on which delivery is made. f. Remedies. All rights and remedies by the License and/or these terms and conditions shall be cumulative, and shall not be exclusive of one another or of any remedies available at law or in equity. Under no circumstances shall Hinge Bureau be liable for consequential, special or incidental damages of Licensee and/or its/their Invitees stemming from its/their use of the Licensed Premises. g. Termination. Hinge Bureau shall have the right to terminate the License if it determines in its sole and absolute discretion that any term of the License and/or these terms and conditions has been breached by Licensee. h. Trademarks. The License does not grant Licensee any rights or license to use any trademarks, service marks, copyrights or intellectual property of Hinge Bureau and any such use by Licensee is strictly prohibited without the separate prior written consent of Hinge Bureau. [REMAINDER OF PAGE INTENTIONALLY BLANK] EXHIBIT A ADDITIONAL TERMS OF VENUE LICENSE Management Fees, Service Charge and Taxes. The Licensee is required to coordinate vendors, setting up, event services, clean up, and load out. An event manager may be utilized for an additional per-hour cost. Décor. While choosing decor for your Event, please keep in mind the following guidelines: - You may not affix any items to the walls that will scour, scratch, chip, or otherwise scar the surfaces of the building interior or exterior. - All items must be removed upon completion of the Event. - All candles must be in a container that protects the flame. - You may not use confetti in the facility, as it will remain with us long after your Event. If confetti is used, there will be a $100.00 per hour clean-up fee assessed. - Event setup for the open space events at Hinge Bureau must not take place between 8:00AM and 5:00PM, Monday through Friday. - The Hinge Bureau will not be responsible for any items left after the Event. - The Licensed Premises must be returned to the same condition as existed prior to the Event or additional charges will be assessed in accordance with the Venue License Agreement. Parking. For all Event bookings at Hinge Bureau, street parking is free of charge and is available on a first-come, first-serve basis. For all Event bookings at Pin Bureau, you will have full access to the on-premises parking lot, which includes forty (40) non-exclusive parking spaces. The price of this lot is included in your facility rental rate. Billing. Payment of 50% of all known fees are due at booking for the open space (as reflected in the Portal), and the remaining balance will be due forty-eight (48) hours prior to the Event. Payment of 100% of all known fees are due at booking for the training center, and the smaller conference rooms Royal, Remington, and Underwood (as reflected in the Portal). Hinge Bureau will provide a pre-Event invoice with an itemized list of all known charges. Any additional item(s) charged under this License and/or these terms and conditions shall be paid within ten (10) days of the receipt of an invoice from Hinge Bureau.