London Business Center License Agreement This LICENSE AGREEMENT (this “Agreement”) is made on {DATE}, between MKOB Properties LLC DBA London Business Center, an Ohio LLC (“Licensor”), and «companyname» (“Licensee”).
1) GRANT OF LICENSE. Subject to the terms of this License, Licensor hereby grants to Licensee a revocable license for the certain meeting room, mail or workspace options that are detailed in the THE MEMBERSHIP PLAN AGREEMENT SUPPLIED ELECTRONICALLY AND ACCEPTED BY LICENSEE, herein (the "Licensed Space"). The Membership Plan includes: The Licensee designated location facility selected (The Premises). Certain locations or membership plans do not include 24/7 access or reciprocal access between locations. The number of team members that are included to have access to the facility under this agreement. The size and capacity of the hot desk, dedicated desk, cubicle or office selected by Licensee The number of meeting room hours and meeting locations selected by Licensee. The business letter mail options selected by Licensee. Number of physical key fobs at $20 each when Licensee requests these in lieu of using our building access app $25 convenience fee for Licensee payments with Credit Card that are over $400 Licensee accepts the Premises in “AS-IS, WHERE-IS” condition as of the commencement of the Term of this Agreement and agrees that Licensor shall have no obligation to perform any preliminary work or construct any improvements within the Premises.
2) TERM. The term of this License (the "Term") shall start on «startdate» (the "Start Date") and shall continue for (1 Month). If the membership plan agreement does not begin on the first of the month then it shall be pro-rated for the remaining portion of the month. The term shall renew on the first of the month and shall continue for a month to month period unless sooner terminated by Licensor or Licensee pursuant to the terms of this License. TEN DAYS NOTICE is require prior to the end of the month to terminate the agreement by Licensee and such termination shall not be in effect unless all key fobs, mailbox keys are returned before the end of the month. No refund shall be given for cancellation prior to the end of the term and Licensee shall pay their fee until key fob and mailbox keys have not been returned.
3) FEE ARANGEMENT. During the Term (as hereinafter defined) of this Agreement, Licensee shall pay Licensor a fee in the amount and manner based on their selected MEMBERSHIP PLAN. Licensee may upgrade or downgrade their membership plan with 10 days notice prior to the start of the next billing period. Licensee agrees that if, for any reason whatsoever, a Membership Plan Fee is not delivered to Licensor within five (5) days of when due, then Licensee shall pay Licensor, in addition to the Membership Plan Fee, a “Late Charge” in the amount of 5% of the Fee due. Licensor may increase the fees of Membership Plans at their sole discretion by providing at least 60 days notice of such increase.
4) BUSINESS ADDRESS licensee agrees that even if their membership plan includes a business address and suite number, Licensee may not use this business address for any purpose until they have properly completed the USPS Postal Form 1583. The business address and suite number is intended for business letter mail only and Licensor may not be able to receive packages on your behalf since there may or may not be a staff member of Licensor to receive these packages. Licensee agrees to stop using the business address and suite number upon termination of this agreement which includes use of both mail delivery and use of this business address and suite number on their website, Google My Business listing and other online and directory listings where this address may have been used. LICENSEE AGREES TO CONTINUE TO PAY $100 PER MONTH for use of the business address on their website and or Google My Business Listing until those have been updated to their new address location. Once the Licensee cancels the Business Address the Licensor has the right to either: Refuse any mail or package addressed to the Licensee and delivered to London Business Center Discard or destroy any of the Licensee’s mail or packages delivered or remaining at London Business Center at such time.
5) USE OF PREMISES. The Premises shall only be used for general office purposes and Licensee shall follow all facility rules and regulations as defined in the BUILDING RULES which are attached herein.
6) DAMAGE. Licensee agrees to assume responsibility for the Premises and contents therein during its stay and agrees to report any damages immediately. Licensee assumes responsibility for any missing or broken items as a result of their use in the Premises and/or conditions requiring additional cleaning, painting or repair.
7) GOOGLE BUSINESS PROFILE DISCLAIMER. Nobody can guarantee that a mapped, Google Business Profile will be approved or will not become suspended. This is solely up to Google to determine and Google offers an appeal process that is very limited. We suggest a 3-6 month process of best practices for adding a new Google Business Profile. If you don’t follow these steps and your profile is blocked, suspended or restricted it may be impossible to appeal. Best practices include use of your business name, address and phone number consistently on your website, social media and dozens of other online listing citations. Establish permanent signage at your business location, have a unique phone number, phone bill and legal documents that verify your business address. Initiate and perform all verification steps from the office site and make sure that you have the ability to meet in person with your customers at the business location.
8) SUCCESS OR FAILURE OF LICENSEE’S BUSINESS. Licensee specifically agrees and acknowledges that the success or failure of the business venture to be undertaken by Licensee under this Agreement depends upon the ability of Licensee as an independent business-person, on its business acumen, and on its diligence. Success or failure will also depend on other factors, such as market and economic conditions, beyond the control of Licensor and Licensee. Licensee agrees that success or failure of Licensee’s business will not depend on or be affected by Licensor’s performance under this Agreement. LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE SUCCESS OF LICENSEE’S BUSINESS, INCLUDING, WITHOUT LIMITATION, NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, INTENDED USE, OR NONINFRINGEMENT. a) RELEASE. Except as otherwise stated in this Agreement or the attachments to this Agreement, each party hereby expressly agrees to release, waive, and discharge the other party, its trustees, officers, directors, shareholders, agents, volunteers, and employees from any and all claims or demands, obligations and/or causes of action of any nature whatsoever which it may have against such other party, its trustees, officers, directors, shareholders, agents, volunteers and employees for any personal injury or property damage, including but not limited to any loss of property, profits, loss of use or data, interruption of business, or any other indirect, special, incidental or consequential damages of any kind incurred by it in connection with this Agreement. This provision shall survive the expiration or termination of this Agreement. b) INDEMNIFICATION. Licensee shall indemnify, save and hold harmless Licensor and its officers, trustees, agents and employees from and against any and all loss, liability, damage, cost and expense, including but not limited to reasonable attorneys’ fees, for injury, death, loss or damage of whatever nature to any person, property or any other claim by Licensee or its officers, employees, agents, customers, licensees, invitees or any other third party in connection with or resulting from Licensee’s occupancy or use of the Premises. In the event that any action or proceeding is instituted against Licensor by reason of any such claim or event, Licensee shall resist and defend such action or proceeding at Licensee’s sole cost and expense or cause it to be resisted and defended by an insurer. Notwithstanding the foregoing, the foregoing indemnity shall not apply to an action instituted by a third party that results from the negligent, reckless or intentional act or omission or its employees or agents while they are acting within the scope of their employment. This provision shall survive the expiration or termination of this Agreement.
9) RULES AND REGULATIONS. Licensee shall observe the rules and regulations set forth in the Building Rules & Regulations, as the same may be modified or amended from time to time, which apply to the Premises and the Real Property. Licensor’s failure to enforce any rules and regulations shall not constitute a waiver thereof. Licensee will require Licensee’s employees, invitees and agents to obey such rules and regulations.
10) LICENSEE’S PROPERTY. All fixtures, furnishings, equipment, inventory and other personal property at any time located upon the Premises, whether such property is owned by Licensee, Licensor or any other person, and any additions, alterations and improvements to the Premises made by Licensee shall be kept and maintained by Licensee at its sole risk. Licensee shall bear all cost, loss and expense for any casualty or theft in connection with Licensee’s own fixtures, furnishings, equipment, inventory and other personal property. Licensee shall indemnify, save and hold harmless Licensor from and against any and all loss, cost and expense, including but not limited to reasonable attorneys’ fees, by reason of any damage to or destruction of any fixtures, furnishings, equipment, inventory and other personal property and any such additions, alterations and improvements made to the Premises by Licensee.
11) ALTERATIONS, INSTALLATIONS AND CHANGES IN PREMISES. Licensee shall not, without the prior written consent of Licensor and Lessor under the Main Lease, make any additions, alterations or improvements in or to the Premises, including but not limited to the installation of fixtures, appliances or equipment, or change the Premises or any part thereof.
12) MAINTENANCE AND REPAIR. Licensee shall not damage the Premises and shall keep and maintain the interior of the Premises and all additions, alterations, and improvements thereto in good condition and repair. In the event any portion of the Premises shall be damaged through the fault or neglect of Licensee or its employees or agents, Licensee shall promptly and properly repair such damages at its cost.
13) DAMAGE OR DESTRUCTION. If the Premises shall be so damaged or destroyed by fire or other casualty that the same, in the opinion of Licensor (or Lessor, as the case may be), are untenantable, Either party shall have the right to terminate this Agreement effective as of the date of such damage or destruction, which option shall be exercised, if at all, by Licensor giving Licensee written notice of same within thirty (30) days after such damage or destruction.
14) CASUALTY INSURANCE. During the Term of this Agreement, Licensee, shall, at its sole cost and expense, shall provide and maintain in force during the term of this agreement, liability insurance in the amount of one million and 00/100 ($1,000,000.00) dollars, covering Licensor as well as Licensee, with one or more insurance companies authorized to transact business in Ohio. In addition, Licensor shall be named as an additional insured on any policy or policies of liability insurance, or any other type of insurance taken out by Licensee. Licensee specifically acknowledges that access to a mailbox, receive mail at Licensor address or schedule and use meeting rooms will not be granted until Licensee has furnished the Insurance Certificate that names Licensor as an additional Insured even if the Licensee has paid for the use of mail and meeting rooms in their membership plan.
15) UTILITIES. Internet is provided by the Licensor and is intended for reasonable web browsing and business use. Electric power furnished by Licensor is intended to be that consumed by a general office user for normal lighting and use of a personal computer, and Licensor reserves the right, if Licensee’s consumption of electricity exceeds that required for such normal uses, to charge Licensee for such excess electricity use as Additional Rent, with such charge to be based upon Licensor’s reasonable estimation or measurement of Licensee’s excess usage. Licensor shall not be responsible for the quality, quantity, interruption or failure in the supply of any utility to the Premises when said supply is the result of conditions beyond the control of Licensor.
16) ASSIGNMENT AND SUBLETTING. Licensee shall not, without the prior written consent of Licensor and Lessor, assign or transfer its interests under this Agreement in whole or in part or sublet or license or grant any other party the right to use all or any part of the Premises. Licensor’s consent under this Section may be given or denied in Licensor’s sole and absolute discretion. Any consent by Licensor to any assignment or subletting shall not waive the necessity of such consent to any subsequent assignment or subletting. Any purported transfer in violation of the terms hereof shall be null and void.
17) HAZARDOUS SUBSTANCES. a) LICENSOR’S CONSENT REQUIRED. Licensee and its agents, employees, contractors, or invitees shall not bring or permit to be brought upon or kept or used in or about the Premises and the Real Property any Hazardous Substances, as defined below. b) DEFINITION OF HAZARDOUS SUBSTANCES. As used in this Agreement, the term “Hazardous Substance or Substances” means any hazardous or toxic substances, materials or wastes, including, but not limited to, those substances, materials, and wastes listed in the United States Department of Transportation Hazardous Materials Table (459 CFR 172.101) or by the Environmental Protection Agency as hazardous substances (40 CFR Part 302 and amendments thereto), or such substances, materials and wastes which are or become regulated under any applicable local, state or federal law including without limitation, any materials, waste or substance which is (i) petroleum, (ii) asbestos, (iii) polychlorinated biphenyls, (iv) defined as a “hazardous waste” under the laws and regulations of the State of Ohio, (v) defined as a “hazardous substance” pursuant to Section 311 of the Clean Water Act, 33 U.S.C. 1251, et seq. (33 U.S.C. 1321) or listed pursuant to Section 307 of the Clean Water Act (33 U.S. C. 1317), (vi) defined as a “hazardous waste” pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. 6901, (42 U.S.C. 6903) or (vii) defined as a “hazardous substance” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S. C. 9601, et seq. (42 U.S. C. 9601).
18) ACCESS TO PREMISES. Licensor and Lessor shall have the right to enter upon the Premises at all reasonable times for all reasonable purposes without advance notice to the Licensee
19) SURRENDER OF PREMISES. Upon the expiration of this Agreement or its termination in any way, Licensee shall surrender and deliver possession of the Premises to Licensor in as good order and condition as at the commencement of the Term of this Agreement, or in as good order and condition as the Premises may have subsequently been put by Licensee and/or Licensor, except for reasonable wear and tear, repairs and replacements that Licensor is required to make, and loss by fire or other casualty. Licensee shall deliver any keys and/or key fobs to Licensor and inform Licensor of all combinations of locks, safes, or vaults, if any. In the event that Licensee has failed, at the termination of this Agreement, to comply with this covenant and other covenants of this Agreement with respect to repair, Licensee hereby expressly authorizes Licensor, as agent of Licensee, to remove such debris and make such changes and repairs as may be necessary to restore the Premises to such condition as is required under this Agreement at the expense of Licensee without notice to Licensee, the intent being that the agreement respecting damages suffered by Licensor through the breach of said covenants shall survive the termination of this Agreement.
20) DEFAULT. Licensee shall be in default under this Agreement if any of the following occur: a) the Rent or any part thereof is at any time in arrears and remains unpaid for a period of five (5) days after Licensor gives notice of the unpaid Rent to Licensee; b) Licensee defaults in the performance of any of the other terms, covenants, or conditions of this Agreement and such default continues for a period of twenty (20) days after Licensor has given notice thereof to Licensee, unless during such period Licensee has proceeded forthwith to remedy such default and thereafter prosecutes such effort diligently until such default has been remedied; c) Licensee makes an assignment for the benefit of creditors, is adjudged a bankrupt, suffers a receiver or trustee to be appointed in any action or proceeding by or against Licensee and fails to secure the discharge of such receiver or trustee within forty-five (45) days following such appointment; d) Licensee makes an application for an arrangement or reorganization under the bankruptcy laws of the United States; or Licensee abandons or vacates the Premises. In any such cases, it shall be lawful for Licensor to enter into the Premises, re-take possession, and enjoy the same without any claim or right of possession of Licensee, and thereupon this Agreement and everything contained herein on the part of Licensor to be done and performed shall cease, terminate and be utterly void, without prejudice, however, to the rights of Licensor and obligations of Licensee (including Licensor’s right to recover from Licensee all Rent reserved hereunder for the balance of the full Term hereof, which will thereupon accelerate and become immediately due and payable).
21) RELATIONSHIP OF LICENSOR AND LICENSEE. Licensee shall not use any trademark, service mark or trade name of Licensor, nor shall Licensee hold itself out as having any business affiliation with Licensor without obtaining specific prior written consent from Licensor.
22) ESTOPPEL CERTIFICATE. Licensee will execute, acknowledge, and deliver to Licensor or any proposed mortgagee or purchaser a certificate, in the form reasonably requested by Licensor, which confirms the terms and conditions of and status of matters pertaining to this Agreement within five (5) days of a written request by Licensor.
23) NO WAIVER OF BREACH. Any failure or neglect by Licensor to assert or enforce any rights or remedies because of any breach or default by Licensee under this Agreement shall not (except as to those specific instances herein when express time limits are provided for taking action) prejudice Licensor’s rights or remedies with respect to any existing or subsequent breaches or defaults. Acceptance of any partial payment from Licensee will not waive Licensor’s right to pursue Licensee for any remaining balance due, nor shall any endorsement or statement on any check or any letter which acknowledges a check or payment of Rent be deemed an accord or satisfaction.
24) TERMINATION BY COURT ORDER. In the event this Agreement is determined in any court action to be in violation of any state law, this Agreement shall terminate as of the date of such determination, and Licensee shall vacate the Premises as soon as possible, not look to Licensor for recovery of any damages or reimbursement of expenses of any kind or of any Rent paid hereunder and, upon vacating the Premises, pay all unpaid Rent accruing to the time of such vacation.
25) SIGNS. Licensee will not place or cause to be placed or maintained on the exterior of the Premises, any sign, advertising matter or other thing of any kind and will not place or maintain any decoration, lettering or advertising matter on the glass of any window or door of the Premises without first obtaining written approval from Licensor and Lessor, and Licensee will maintain such sign, decoration, lettering, advertising matter or other thing as may be approved in good condition and repair at all times. Licensee shall comply with all laws, ordinances, and regulations which shall apply to said signs.
26) RELOCATION. Licensor shall have the right at any time during the Term to relocate Licensee to other premises within the Premises, provided such substitute premises have a rentable area substantially similar to or greater than the original Premises (the “Substitute Premises”).
27) LIMITATION ON LIABILITY. In the event of any breach of this Agreement by Licensor, Licensor’s liability under this Agreement shall in all events be limited to its interest in the Premises, and neither Licensor nor any of its officers, directors, employees, or other agents shall have personal liability in connection with this Agreement.
28) ACTS BEYOND CONTROL OF EITHER PARTY. In the event that either party shall be delayed or hindered or prevented from the performance of any act required hereunder by reason of strikes, lock-outs, labor troubles, inability to procure materials, failure of power, inadequate power, restrictive governmental laws or regulations, severe weather conditions, disaster, riots, insurrection, war or other reason of a like nature not the fault of such party in performing work or doing acts required under the terms of this Agreement, the performance of such acts shall be excused for the period of the delay. This provision shall not operate to excuse Licensee from prompt payment of Rent or any other payments required by the terms of this Agreement.
29) APPLICABLE LAW. This Agreement shall be governed and construed according to the laws of the State of Ohio without reference to its conflicts of laws rules.
30) NOTICES. Whenever any notice, request or consent is given or made under this Agreement, it shall be made in writing and delivered in person (with a copy via e-mail) or sent by certified U. S. mail, return receipt requested. Notices sent by certified mail shall be deemed delivered on the third business day following deposit in the U. S. mail.
