Fresco Space - Contract
Fresco Space (hereafter "Host") and the subscriber (hereafter "Member") hereby enter into a membership agreement under the following terms:
Host shall convey to Member the use of the shared office space at the premises at: 1515A Bayview Ave Suite 200W, Toronto, ON M4G 3B5.
The term of this membership shall be from the date of registration and shall continue until termination by either party. Shall the Member wish to terminate this membership, they must submit in writing 30 days prior to the desired end date. In case of an on-demand subscription, the membership will automatically terminate at the end of the predetermined period.
The Member is obligated to pay the Host an agreed-upon fee (plus applicable taxes) for the rights conveyed under this membership. The Member will be invoiced and automatically charged immediately, and in case of a monthly subscription, the first day of the month until termination of the membership. If not paid within 14 days, a late fee of CA$25 will occur.
The rental of the premises is intended solely as an office space, and shall be used only for conducting office business and related activities necessary to the company. The Member will be allowed onsite 24/7, and will be notified, in writing, of any special event that may be deemed disruptive to normal operations.
The Host will provide the following shared furnishings: basic desks, chairs, dry erase boards. Should furnishings provided be used, they will remain on the premises at all times and will be returned to the Host in the same condition at the end of the membership.
The Host shall be responsible for janitorial services, waste disposal and utilities.
Upon expiration or termination of this membership, Member shall return the property to Host in substantially the same condition in which the property was received by Member.
Fresco Space - Terms of Service
1. Code of Conduct
You, your co-founders, employees, partners, directors, officers, and agents agree to comply with our Code of Conduct.
a. You shall comply with all policies, terms of services, and procedures established by Fresco Space.
b. You shall comply with all applicable laws and shall not engage in any fraudulent or unethical activities.
c. You shall respect the intellectual property rights of third parties.
d. You shall respect the intellectual property rights and confidentiality of your fellow Fresco Space members.
e. You acknowledge and accept that Fresco Space is a community and fellow members are free to develop and pursue business that may directly or indirectly compete and conflict with your own product and/or services now or in the future.
f. You will not use the confidential or proprietary information of fellow Fresco Space members for any purpose other than the purpose for which it is disclosed or disclose that confidential or proprietary information to third parties without the consent of the other Fresco Space member. You will respect the intellectual property rights of that member.
g. You acknowledge that, when communicating with other Fresco Space members, it is your responsibility to identify in writing which information you consider to be your confidential and proprietary information, and to obtain appropriate confidentiality agreements or other agreements with other members to whom such confidential and proprietary information is disclosed.
h. You are solely responsible for maintaining the confidentiality of your intellectual property and confidential and proprietary information. Fresco Space has no responsibility or liability for any loss or theft of such intellectual property or such confidential and proprietary information.
i. You acknowledge and agree that Fresco Space has no responsibility or liability for any disputes that may arise between you and any other members.
j. You shall maintain the safety and security of the premises, and shall conduct your activities in and around the premises in a manner that does not interfere with or harm the work of Fresco Space, Fresco Industries, and other members and companies in the premises.
k. Fresco Space may, from time to time, amend this Code of Conduct by notice of writing to members.
2. Statistics & Metrics
You agree to allow Fresco Space to freely use basic information[1] about your company in order to measure the performance of Fresco Space programs and disclose the performance of its programs to governmental authorities and other stakeholders.
3. Email usage
You agree to allow Fresco Space to subscribe your email to the internal Fresco Space Google Group(s), as well as to Fresco Space’s external newsletter list in order to keep you informed about events and important office announcements. You may unsubscribe from either at any time.
4. Insurance
You shall obtain and maintain your own insurance including third party liability insurance, in such amounts and on such terms as Fresco Space may reasonably require. You shall provide evidence of such insurance to Fresco Space when requested.
5. Indemnity
You shall indemnify and hold harmless Fresco Space and its directors, officers, employees, members, mentors, and agents from and against any and all claims, actions, suits, proceedings, losses (including personal injury or damage to property of Fresco Space or third parties), damages, liabilities, costs, fees or expenses (including without limitation all reasonable legal fees) (collectively, the “Claims”) arising from or in connection with:
a. the Fresco Space programs or the activities of you or your directors, officers, employees, agents, invitees or shareholders or those for whom in law you are responsible, except to the extent the Claims result solely from the gross negligence, recklessness, willful or intentional misrepresentation, fraud or violation of law by Fresco Space or those for whom in law it is responsible;
b. any negligence, gross negligence, recklessness, willful or intentional misrepresentation, misconduct or fraud or violation of law by you, your directors, officers, employees, agents, invitees or shareholders or those for whom in law you are responsible; or
[1]intellectual property right of any person, or any actual or alleged misuse by you of any confidential information disclosed to you by any person.
6. Release of certain claims
You hereby release Fresco Space and its directors, officers, employees, members, mentors, and agents from all actions and claims whatsoever that you may now or at any time in the future have with respect to the activities of other Fresco Space members or other persons who may be on or about the premises including, without limitation, any personal injury, damage to person property or infringement or theft of intellectual property rights or confidential information.
7. Disclaimers
Fresco Space makes no representations or warranties, expressed or implied, to you with regard to the Fresco Space Programs or that the Fresco Space programs will result in or cause your business venture to succeed or achieve specific objectives. You have no duty to comply with or follow any advice or recommendations given by Fresco Space, and you shall retain full right and authority to conduct your business in accordance with your own judgment. Fresco Space shall not be restricted by this Agreement from providing consultation, advice and services to other persons or entities engaged in business which are similar to, or which compete with, your business. In no instance shall Fresco Space be deemed to have any fiduciary or other similar duties or obligations to you, nor shall Fresco Space be deemed to have any implied duties pursuant to this Agreement. No third party is an intended beneficiary of this Agreement.
8. Licensing
Based on the type of licence procured, you agree to the applicable fee and renewal schedule. You also agree to the cancellation process and may be subject to any penalties should proper notice not be given to Fresco Space.
9. Limits of Liability
To the extent allowed by applicable law, in no event shall Fresco Space or any of its directors, officers, employees, mentors, or agents are liable for:
a. any loss of profits, loss of use of data, interruption of business, or for indirect, special, incidental or consequential damages of any kind incurred by you;
b. any claim or other proceeding against you by a third party; or
c. any representation or warranty made to any third party by you. Notwithstanding anything in this Agreement to the contrary, the entire liability to you for damages concerning the performance or nonperformance by Fresco Space, as well as its officers, directors, employees, mentors, and agents, and those for whom Fresco Space at law is responsible, of, or in any way relating to the subject matter of this Agreement, and regardless of whether such damages are based in contract or tort or otherwise, shall not exceed in the aggregate the amount of cash consideration received by Fresco Space from you during the six-month period prior to the presentation of the claim to Fresco Space.
10. No interest in the premises
The parties acknowledge that there is no intention for this Agreement to be sublease or a grant to any real property interest in the premises to you.
11. Entire Agreement
This Agreement represents the entire agreement between Fresco Space and you and there are no other agreements, covenants, representations, or warranties, written or oral, between the parties with respect to the Fresco Space Programs or the premises.
12. No Assignment or Sublicense
You cannot assign or sublicense your rights under this Agreement to a third party without the consent of Fresco Space, which Fresco Space may withhold in its discretion.
13. No Amendments
No amendment of this Agreement is valid unless it is in writing and signed by both Parties.
14. Governing Law
This Agreement shall be governed by and interpreted in accordance with the laws the Province of Ontario and the laws of Canada applicable in Ontario.
15. Survival
Sections 1, 4, 5, 6, 7, 8, 9, 10, 11, 12, and 13 shall survive the expiry or termination of this Agreement.
[1] For example, information collected may include: duration of Membership; how many mentor hours provided; any hires from Fresco Industries and/or Fresco Space developers. Precludes proprietary information about company such as profit/loss statements, intellectual property, methods, processes used for production.
