2. Description of Services. BD may provide you with access to office space, work stations, Internet access, office equipment, conference space, knowledge resources, and other services as BD may provide from time to time (collectively, “Services”). The Services at all times are subject to the TOU. BD reserves the right upon notice to members to close the space for private events.
3. Membership Levels: Click here to view all membership levels and associated amenities. All private offices are rented on a minimum initial six (6) month commitment and require sixty (60) days’ notice of cancellation. All other membership levels require sixty (60) days’ notice of cancellation. See Paragraph 22 below for information on termination of this MA.
Printing: All members are provided with a monthly allotment for color and black and white copying and printing based on level of membership. These allotments are assigned per individual membership level. Any printing or copying done over the allocated amounts will be subject to an overage fee of $0.20/color copy or print and $0.05/black and white copy or print. These charges will be reflected on your monthly invoice and will be due on the 1st of the month along with your membership fee. Failure to pay these charges on time will be subject to a late fee of $25.00 regardless of membership level.
- Private Office, Dedicated, and CoWorker Members: 50 B&W / 30 Color
- Mobile Pro Members: 25 B&W / 15 Color
- Mobile Members: 20 B&W / 10 Color
Printing and copying is not included for virtual office members or day pass users. Payment for any printing or copying will be charged to these members at time of use. Benjamin’s Desk reserves the right to change allotment amounts and overage fees at any time.
4. Invoicing, Payment, and Security Deposit.
- Security Deposit: All members are required to pay the full one month price of their membership, as reflected in Paragraph 3, as a security deposit, regardless of the member’s monthly discounted rate. The security deposit will be waived for all members signing up for automatic monthly billing through a business or personal checking or savings account. BD will not waive the security deposit for members signing up for automatic monthly billing through a credit card. If a member removes auto billing, a security deposit must be paid within 30 days or the membership may be canceled at the discretion of BD. Where applicable, security deposits will be returned within 30 days of the member’s cancellation of the MA provided 1) member has no outstanding balance to Benjamin’s Desk, 2) member provided at least sixty (60) days’ notice of cancellation of the MA pursuant to Paragraph 22, and 3) member has returned the Benjamin’s Desk Perks Card. If a member fails to meet any of the requirements in the immediately preceding sentence within 30 days of the member’s cancellation of the MA, member will forfeit the security deposit.
- Invoicing and Payment: The member is invoiced monthly in advance based on their membership option. Also included are any variable charges such as telephone usage (excludes international calls) or postage fees that may have been incurred during the previous period. Telephone usage does not include international calls outside the United States of America and will be billed to members separately on a monthly basis. Payment is required on the first of the month for that period. Payments received after the 5th of the month shall be subject to a $25 late fee regardless of membership level. Payments more than 30 days late will result in a suspension of the membership until the account is paid in full. Payment for casual usage must be paid on the day of use.
5. No 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. You may not use the Services in any manner that could damage, disable, overburden, or impair any BD server (BD’s web hosting service), or the network(s) connected to any BD server, or interfere with any other party’s use and enjoyment of any Services. You may not attempt to gain unauthorized access to any Services, or accounts, computer systems or networks connected to any BD server or to any of the Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services. No spamming, posting or downloading files that you know or should know are illegal or that you have no rights to access. 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. All members and guests have the right to quiet enjoyment and any behavior that breaches this will not be condoned. This is an open office shared by many different people and organizations. Anything said should be expected to be heard by others.
6. Use of Services. You agree that when participating in or using the Services, you will not:
- Give your key/keycode/fob/access card to anyone else or allow non-paying customers use of the space at any time. Giving your key/keycode/fob/access card to someone else is grounds for immediate termination of your membership and a lifetime ban from BD for both you and the person that you let in to the space. Do not give keys/key codes/fobs/access cards to clients or prospective clients you are meeting at the space. If an individual Member’s employment with a Member company is terminated and the Member company remains a member of BD, the Member company is required to return the fob or access card to BD upon the employee’s last day. If the fob or access card is not returned, BD will charge the Member company $20. If a Member company does not return all fobs or access cards upon the Member company’s last day in the space, the Member company will be charged $20 per fob or access card.
- Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited message (commercial or otherwise);
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
- Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through BD Services;
- Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same;
- Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party;
- Upload files that contain viruses, Trojan Horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;
- Download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;
- Restrict or inhibit any other user from using and enjoying the Services;
- Violate any code of conduct of other guidelines which may be applicable for any particular service;
- Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party;
- Violate any applicable laws or regulations;
- Create a false identity for the purpose of misleading others; and
- Access restricted roof areas or exterior balcony areas at any location at any time.
7. Disclosure of Personal or Business Information. BD reserves the right at all times to disclose any information about you, your participation in and use of the Services as BD 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 BD’s sole discretion.
8. 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 BD or any participant or user of the Services or any employee, affiliate, or agent thereof, that is nonpublic, confidential or proprietary in nature. Confidential Information also includes, without limitation, information about business, sales, operations, know-how, 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 BD, any analyses, compilations, studies or other documents prepared by BD or otherwise derived in any manner from the Confidential Information and any information that you are obligated to keep confidential or know or has reason to know should be treated as confidential. Your participation in and/or use of the Services obligates you to:
All Confidential Information remains the sole and exclusive property of BD or the respective disclosing party. You acknowledge and agree that nothing in this 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 BD or any participant or user of the Services.
9. Disclaimer of Warranties. To the maximum extent permitted by applicable law, BD 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. The entire risk as to the quality, or arising out of participation in or the use of the Services, remains with you.
10. Exclusion of Incidental, Consequential and Certain Other Damages. To the maximum extent permitted by under the law of the Commonwealth of Pennsylvania, in no event shall BD and their past, present and future officers, agents, members, representatives, employees, successors and assigns, 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 BD, and even if BD has been advised of the possibility of such damages.
11. 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 BD and their past, present and future officers, agents, 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 ten dollars (USD $10.00). The foregoing limitations, exclusions and disclaimers (including sections 8 and 9 above) shall apply to the maximum extent permitted by the law of the Commonwealth of Pennsylvania, even if any remedy fails its essential purpose.
12. Indemnification. You release, and hereby agree to indemnify, defend and save harmless BD and its past, present and future officers, agents, members, representatives, employees, successors and assigns, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties based upon or arising out of your negligent actions, errors and omissions, willful misconduct and 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 costs incurred by BD or its respective officers and agents in connection with the defense of such claim or lawsuit.
13. Severability. In the event that any provision or portion of this TOU is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this TOU shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by the law of the Commonwealth of Pennsylvania.
14. Headings. The parties mutually agree that the headings and section numbers contained in this MA are inserted for convenience or reference only, and are not to be deemed part of or to be used in construing this lease.
15. Choice of Law – Jurisdiction and Venue. The parties agree that this MA shall be deemed to have been made and entered into in Philadelphia County, Pennsylvania and that law of the Commonwealth of Pennsylvania shall govern this MA, without regard to conflict of laws principles. Jurisdiction and venue is exclusively limited in any proceeding to any court or arbitrator geographically located in Philadelphia County, Pennsylvania. You hereby waive any objections to the jurisdiction and venue of the courts in or for Philadelphia County, Pennsylvania, including any objection to personal jurisdiction, venue, and/or forum non-conveniens, in any proceeding by BD to enforce its rights hereunder filed in or for Philadelphia County, Pennsylvania. You agree not to object to any petition filed by BD to remove an action from a forum or court not located in Philadelphia County, Pennsylvania.
16. Insurance. BD carries Liability and Business Personal Property insurance for BD’s own property in the space. As a user, it is strongly suggested that you carry a renters’ insurance policy and/or a general business liability policy to cover your own equipment and usage of the space. That policy may cover your current residence/office, as well as the premises of BD. BD is not responsible for theft of or damage to any of your personal property for any reason. It is strongly recommended that you use cable lock systems on any electronic device and use the locking file cabinet for storage if one is included in your membership plan. Other members may pack in/pack out items each day.
17. Consent for Photography/Video Consent for Media Release & Promotional Use. Member hereby grants permission to BD, its employees, interns, or representatives to take and use photography/digital images, videotape, recorded audio or quoted remarks of member for use by BD in promotional or educational materials. These materials might include but are not limited to electronic publications, printed publications, the BD Web site, Facebook page, Twitter account or other electronic or print communications. Member further agrees that his/her name and identity may be revealed in descriptive text or commentary in connection with the image(s) published. Member also agrees that the media may contact member regarding his/her involvement with BD. Member authorizes the use of these materials indefinitely without compensation. All prints, digital reproductions, video, and audio recordings shall be the property of BD.
18. Meeting Room Usage. The meeting rooms, including conference rooms and phone rooms, can be used by any member. This is based on reasonable usage by each member and in accordance with the member’s membership level for the conference rooms. Reservations must be made through LiquidSpace for the conference rooms. Usage of the phone rooms for more than 30 minutes also requires advance reservation on LiquidSpace. Members cannot book the phone rooms for more than 2 hours per day. This is to ensure that these rooms can be used by others at BD. Members are required to pay $25.00 per hour for conference room usage over and above the allotted hours per month. The conference room is to be used for meeting purposes only (no events or meetups) and meetings for more than three (3) persons. Meetings with less than three (3) persons should take place in open space, semi-private space, or phone rooms.
19. No Pets or Bikes. Pets and bikes are not permitted in any BD space at any time.
20. No Smoking. All BD spaces and buildings are non-smoking. You must exit the building to smoke. Please do not smoke directly in front of the entrance to any building.
21. Members Register. This is maintained by BD and has all the details provided by the members for use by BD staff and other members.
22. Renewal and Termination. Membership is a privilege not a right, gross misconduct can result in immediate termination. Membership is continuous on a month to month basis unless sixty (60) days’ notice is given to terminate the membership. Member can terminate this agreement at any time by providing 60 days’ notice after the completion of the initial month or 6 month term for private office members. Membership cannot terminate mid-month and will cancel upon the last day of the month 60 days after giving notice. For example, if a member provides notice of cancellation on September 15, membership will cancel effective November 30. Notice must be submitted via www.benjaminsdesk.com/cancel. Failure to provide 60 days’ notice will result in a forfeiture of the security deposit. BD cannot suspend memberships from month to month. BD reserves the right to terminate any Service at any time. BD 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.
Effective on and after March 1, 2017