MERGE Iowa City
SHARED SPACE LICENSE AGREEMENT
THIS SHARED SPACE LICENSE AGREEMENT (“License Agreement”) is by and between Greater Iowa City Inc., an Iowa non-profit corporation (“Licensor”), and the undersigned Licensee (“Licensee”), in connection with certain premises located at 136 S. Dubuque Street in Iowa City, Iowa (the “Premises”).
1. License Agreement. This License Agreement is comprised of this page and the Terms and Conditions attached hereto as Attachment 1, all of which are incorporated in and made a part of this Agreement.
2. Grant of License. Licensor is the operator of a shared office space located within the Premises. Licensee wishes to make use of Licensor’s shared working space in accordance with Licensor’s Terms and Conditions for such use. Licensor hereby grants to Licensee a non-exclusive license to use the Premises for permitted shared business office uses in accordance with this Agreement (the “License”). This license shall include the right of entry, passage, and exit to and from the Premises. This Licensee is solely for the personal use of Licensee. Licensee’s agreements, warranties, and representations as set forth in this Agreement are a material inducement to Licensor entering into this License Agreement.
3. Initial Term of License. Subject to the Licensor’s rights to terminate this License Agreement in accordance with Section 17 of the Terms and Conditions, this License Agreement shall commence on ______________, 20 and shall terminate on ______________, 20, (the “Initial Term”), which Initial Term may be automatically extended on a month-to-month basis (each a “Renewal Term” and together with the Initial Term, the “Term”) upon timely receipt of payment of the applicable monthly license fee. This License Agreement shall also be applicable to Day Pass patrons for the applicable day(s) but without automatic extension.
4. Term and License Fee. From and after the Effective Date specified below, Licensee shall pay to Licensor, for each day/month during the Term, the “License Fee” selected below. The License Fee shall be due and payable to Licensor in advance and without set-off, abatement, or demand, on or before the Effective Date and, for the monthly automatic renewal, on the same day of each subsequent month as the Effective Date. Subject to modification as specified in the Terms and Conditions, the License Fee for the initial Term and any renewal terms shall be as specified below:
Licensed Access Term License Fee - SEE MEMBERSHIP SELECTED ON ICCOLAB.COBOT.ME
PRICE VARIES BY MEMBERSHIP
5. Notices. Unless otherwise specified in the Terms and Conditions, all notices pursuant to this License Agreement shall be in writing mailed, faxed, and/or emailed to a party at such party’s respective address, fax number, or email address set forth below. Dated this _____ day of _______________, 20 (the “Effective Date”)
LICENSOR: Greater Iowa City, Inc.
Address: 136 S. Dubuque Street, Iowa City, IA 52240
Telephone: 319-354-3939
Email: merge@greateriowacity.com
ATTACHMENT 1
TERMS AND CONDITIONS
1. Limited Authorization: Licensor is authorized to have non-exclusive access to and use of the Premises only during the time specified for the designated Term. The Licensee agrees that the License creates no tenancy, leasehold estate, or any other property interest, only a limited licensed right of non-exclusive use as set out in this License Agreement.
2. Shared Workspace. Licensee acknowledges that the License granted herein is non-exclusive and that the Premises are a shared workspace. Licensee agrees to keep Licensee’s work within the Premises reasonably orderly, and to promptly and properly dispose of waste materials or trash caused by Licensee’s use. Licensee acknowledges that there may be inconveniences or distractions from time to time created by other licensees and guests. Licensor shall not be liable for any damages to or theft of Licensee’s personal or intellectual property and/or confidential or proprietary information. Licensee shall not tamper with, borrow, or remove property brought by other licensees or guests onto the Premises without the express permission of the owner.
3. Guests. Licensee may from time to time during the Term bring guests onto the Premises for purposes connected with Licensee’s work. No guest is authorized to use or visit the Premises in the absence of a licensee host. Licensee may bring guests onto the Premises to conduct meetings in the meeting room; provided at no time shall Licensee simultaneously bring more than five (5) guests onto the Premises. All guest visits shall be reasonably limited in time to the work purpose or applicable meeting. Licensee shall be responsible for all of Licensee’s guests invited onto the Premises and for ensuring all such guests comply with all Terms and Conditions of this Agreement and all Rules adopted by Licensor for the operation of the Premises. Licensor reserves the right at any time to ask any guest to leave the Premises.
4. Payment. Initial Payment is due upon execution of the License Agreement. Renewal Fees are due on or before the automatic renewal date. Licensees may either pay by cash or check. A $25 fee may be charged for a check returned for insufficient funds. Licensee may also execute License Agreement and make payment via a specified e-commerce web portal designated by Licensor.
5. Invoices. Licensor will endeavor via mail, email, or fax to provide invoices for license fees one week prior to the due date for automatic renewals. Invoices shall include the applicable recurring License fee and other charges. Certain one-time charges may be invoiced at any time.
6. Late Fees. At the discretion of Licensor, any balance outstanding after the due date of an invoice may incur a late fee of 5% of the outstanding balance.
7. Automatic Renewal. At the end of the stated Initial Term the License may be automatically renewed on a month-to-month basis upon receipt of the applicable License Fee and at the sole discretion of Licensor. Licensee shall provide Licensor with at least fourteen days written notice of Licensee’s election not to have an automatic renewal.
8. Fee Changes. All License Fees and charges for optional services are subject to change upon 30 days' notice from Licensor.
9. Non-Refundable License Fee. Once paid all license fees shall be non-refundable unless otherwise expressly provided in these Terms and Conditions.
10. Janitorial Services. Ordinary janitorial services for the Premises will be provided by Licensor. In the event Licensee’s use creates a need for extraordinary janitorial services, Licensee shall reimburse Licensor upon invoice for the reasonable cost of such services. Licensee shall use the premises in a manner that helps to keep it in a generally clean and orderly condition.
11. Meeting Rooms. This License includes the right, shared with all other licensees, to use the meeting room(s) within the Premises, generally on a first come first served basis, but subject to Licensor’s ultimate discretion for meeting room scheduling.
12. Licensor Services. Licensor shall supply a commercially reasonable level of printing, copying, faxing, and internet access equipment and services, and reserves the right to impose reasonable fees for excessive consumption of paper, ink, toner, and/or other supplies. Licensee’s use of Licensor’s internet service is restricted to email, web browsing, and limited uploading/downloading of data that does not overload Licensor’s service. Licensor may allocate available services and restrict specific uses among licensees as may be appropriate so that all licensees are provided access to similar levels of services. Licensor may also password protect any provided service, in which event Licensee shall be responsible for password setup on Licensee’s devices. Licensor provided services may only be used for lawful purposes. Licensor shall have no liability to Licensee for any interruption or failure in the provided services, and Licensee hereby releases Licensor and its representatives from any and all liability for direct or indirect damages (including, but not limited to lost data and lost profits) arising from any interruption or failure in such equipment and services. Licensor shall endeavor to restore any interrupted service as soon as commercially reasonable.
13. Virus Protection. Licensee warrants that it has current software virus protection on any computer equipment that Licensee may use at the Premises. If Licensee’s failure to have current software virus protection directly or indirectly causes a network shutdown or support problem at the Premises, Licensor may charge Licensee the reasonable costs of repairing such shutdown or support problem. Licensor shall have no responsibility for any computer viruses or other malware on Licensor’s computer equipment or network.
14. Incompatible Equipment. If Licensee, with or without permission from Licensor, installs equipment on the Licensor’s network that interferes with the proper functioning of Licensor’s network, then upon request of Licensor Licensee shall disconnect such equipment and Licensor may charge Licensee the reasonable technical support fees needed to restore the network to its previous working condition. Licensee agrees not to use any equipment in the premises that overloads any electrical panel, circuitry, or wiring.
15. Default by Licensee. Licensee’s failure to pay when due any amount owing to Licensor under this Agreement, and/or Licensee’s failure to comply with any other of the Terms or Conditions or any of the Rules shall be deemed a default of this Agreement permitting termination by Licensor under Section 17 below.
16. Rules. Licensee agrees to abide by all of Licensor’s Rules regarding the use of the Premises, which may be amended from time to time. Licensor shall provide copies of all current rules. Violations of the Rules shall constitute a breach of this Agreement.
17. Termination by Licensor. Licensor shall have the right to terminate this License upon 3 days' written notice to Licensee if the Licensee is in default of any obligation of this Agreement or any Rule. Upon such early termination of the License by Licensor, Licensee shall have no right to any refund of any license fee paid, except for a refund of any renewal license fee paid that corresponds to any period beyond the effective date of early termination of this License Agreement. Upon such early termination, Licensee shall immediately cease all use of the Premises and shall promptly remove all personal property brought onto the Premises. Licensor shall have no liability to Licensee on account of any early termination of this Agreement by Licensor.
18. Early Termination by Licensee. Licensee may terminate this Agreement upon thirty (30) days' notice to Licensor if Licensor is in material default of any of the Licensor’s obligations under this License Agreement and Licensor fails to cure such material default within ten (10) days of receiving such written notice.
19. Termination without Cause by Licensee. Licensee may terminate this License Agreement without cause upon thirty (30) days' written notice. Licensor may charge a termination fee of up to $50.
20. Use of Licensed Premises. The Premises are for shared office use only. No part of the Premises may be used for living or sleeping quarters, including for pets. No part of the Premises may be used for manufacturing, retail, or other purpose except as expressly permitted in the License Agreement or with prior consent of the Licensor.
21. No Unlawful Use. Licensee shall not use any part of the Premises for any illegal or unlawful purpose, and shall ensure that any guests shall also refrain from any illegal or unlawful purpose at the Premises. Any illegal or unlawful use of the Premises by Licensee or Licensee’s guests shall constitute an immediate default of the License Agreement.
22. No Discrimination. Licensee shall not discriminate in its business operations for or against any person or class of persons based on race, ethnicity, gender, religion, sexual orientation, national origin, or any other classification prohibited by law.
23. Alcohol Policy. If Licensee or any of Licensee’s guests consume alcohol on the Premises, Licensee is solely responsible for ensuring compliance with all laws governing such consumption. Licensee agrees to fully indemnify and hold harmless Licensor for any liability or costs relating to any consumption of alcohol by Licensee or Licensee’s guests, whether such consumption is lawful or unlawful.
24. Insurance. Licensee agrees to maintain insurance coverage as determined appropriate by Licensee, including but not limited to general liability and property insurance for Licensee’s personal property. Licensor does not maintain and will not provide any insurance for the benefit of Licensee or Licensee’s personal property. Licensee shall indemnify and hold harmless Licensor and its representatives from any damages, loss, or liability relating to Licensee’s personal property or the use thereof.
25. No Representation. Licensee agrees that Licensor has made no representations or promises with respect to the Premises except as expressly set forth in this License Agreement. The entering into this License Agreement has not been induced by any representation or statement, oral or written, made by Licensor or Licensor’s representatives not expressly set forth herein. Licensee agrees that no amendment to this Agreement shall be effective unless in writing and signed by both parties.
26. No Assignment. Licensee shall have no right to assign or transfer this License Agreement without Licensor’s prior written consent.
27. Non-Exclusive Use. Licensee acknowledges that the License granted herein is non-exclusive and that Licensor shall have the right to permit other parties to use the Premises.
28. Waiver of Jury Trial. Each party irrevocably waives trial by jury in any action or proceeding involving or relating to this License Agreement.
29. Waiver of Subrogation. Licensee and Licensor shall each cause their insurance companies, if any, to waive subrogation with respect to any claim for which insurance was obtained.
30. Noise, Solicitation, and Political Activities Policy.
• Quiet and Professional Conduct: Licensee shall conduct all activities in a manner that minimizes noise and disruption to other Licensees. Conversations, phone calls, and meetings should be conducted at a reasonable volume, particularly in open or common areas. Designated private areas, such as phone booths or private offices, should be used for lengthy or sensitive calls.
• No Cold Calling or Solicitation in Common Areas: Licensee agrees that cold calling, soliciting business, or making unsolicited pitches to other Licensees or guests in common areas is strictly prohibited. All business outreach should be conducted respectfully and outside shared spaces to avoid disruption.
• No Political Activities or Advocacy: Licensee shall not engage in any political campaigning, advocacy, or promotion of any political parties, candidates, or causes within the Premises. This includes, but is not limited to, distributing political materials, organizing political meetings, or displaying political signage or paraphernalia.
• Respectful Use of Common Areas: Common areas are intended for collaboration and work-related activities. Licensee agrees to use these spaces in a manner that fosters a respectful and inclusive environment, free from any disruptive, offensive, or inappropriate behavior.
• Violation of Policy: Any violation of these guidelines may result in warnings, restricted access to certain areas, or other actions as deemed necessary by Licensor to maintain a professional environment. Repeated violations may result in termination of the License Agreement as outlined in Section 17.
Section 31. Miscellaneous.
(a.) The License Agreement represents the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all previous oral or written representations, understandings or agreements. No modification of the License Agreement shall be binding unless (a) such changes are in writing and signed by both parties, or (b) the Terms and Conditions are changed in accordance with Section 16 above.
(b.) The License Agreement shall be construed under the Iowa law.
(c.) Except as otherwise provided herein, the covenants and agreements herein shall bind and inure to the benefit of Licensor, Licensor and their respective successors, assigns and personal representatives.
(d.) This License Agreement may not be assigned by Licensee without the express written consent of the Licensor.
(e.) If any provision of the License Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.
(f.) In the event any demand, action or proceeding is brought by Licensor against Licensee and/or Licensee’s guests to enforce this License Agreement, in addition to any other relief to which Licensor may be entitled, Licensee shall be liable for all reasonable costs and expenses incurred by Licensor as a result thereof, including attorney’s fees and costs, whether or not a legal action is commenced.
(g.) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, FOR ANY CLAIM ASSERTED BY THE OTHER PARTY ARISING FROM THE LICENSE AGREEMENT, NOT EVEN FOR FORSEEABLE LOSS.
(h.) IN NO EVENT WILL LICENSOR’S LIABILITY TO LICENSEE EXCEED THE LICENSE FEES PAID PURSUANT TO THE LICENSE AGREEMENT DURING THE PRECEEDING TWELVE MONTHS BY LICENSEE TO LICENSOR.
(i.) The License Agreement may be executed in counterparts, each of which shall constitute an original, fully enforceable counterpart for all purposes. Email, facsimile or photocopy signatures to the License Agreement shall be deemed to be originals and may be relied upon to the same extent as the originals.
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