Technori, LLC (“Technori Studio”) was created by Scott Kitun and Rivet Radio, Inc (“co-founders”) to foster and support a co-working digital media community at 2 N Riverside Plaza, Chicago, IL by providing its members with space, tables, phone rooms, chairs, trash cans, Internet connectivity, a collaborative community, and other resources and stuff (such services, the “Technori Stuff”). By joining Technori Studio, our members agree to certain rules for our community (“Rules ofTechnori Studio,” “Rules”). The goal of a community such as Technori Studio is to help each of us work hard, so we should be considerate of each other, play well together, follow the Rules of Technori Studio. If one of us doesn’t follow the Rules, it affects all of us and Technori Studio, and as a condition to membership, we each agree to abide by this Agreement (“Agreement”).
Carefully read the following terms and conditions regarding your membership at Technori Studio. By clicking the “sign up” or signing this agreement you acknowledge your acceptance of the terms and conditions of this License Share Agreement (“Agreement”), effective as of the date of your acceptance of these terms and conditions. If you do not agree to the terms and conditions of this Agreement, then you may Cancel your membership by sending us an email at firstname.lastname@example.org, The cancellation will take effect 30 days from when you notify us.
Your access and membership to Technori Studio is on the terms and conditions set forth below, and upon the terms set forth on the website (“Technori.Studio”). The terms of the Technori Studio are deemed incorporated herein and you are hereby bound by them.
By becoming a member at Technori Studio, you acknowledge that your use of the Studio or services, as hereinafter defined, is not a lease. As such, you expressly acknowledge that you have not acquired any real property interest in the Premises, and/or the Building as those terms are hereinafter described.
This License Share Agreement is made as of the date of acceptance by and between Technori LLC (“Licensor”) having offices known at the fourteenth floor of 2 N Riverside Plaza, Chicago, IL (the “Premises”) and you who Accepts the Invitation (“Licensee”). Upon acceptance, Licensee becomes a member of Technori Studio.
In consideration of the foregoing, the parties agree as follows:
Below are some, but not all, of the benefits members receive as part of their membership:
- Access to high-speed wired and wireless internet
- Use of conference room
- Admission to member-related events held in the space
- Access to the space during normal operating hours (24/7 access), as well as freedom to use the space during other hours if your plan permits.
Space to be Provided
- Licensor hereby agrees to provide Licensee with the privilege to use one (1) Studio and chair within the Premises (“Studio”) and to shared use of the reception area, kitchen pantry and common areas of the Premises for a term the date selected on the Technori Studio Membership website (“the Start Date”) and ending when Licensee terminates your use of the Studio or upon such other termination event as set forth herein (“the Termination Date”) and subject to the conditions and covenants set forth herein.
- Licensor makes no warranty or representation as to the fitness of purpose or suitability of the Premises for the Licensee’s use, or as to the safety thereof, or as to the other occupants of the Premise or Building, it being irrefutably presumed that Licensee has satisfied itself thereof, and that the Licensee shall use the Premises at its sole risk. Licensee has inspected the Premises and the building and accepts the same “as is” and “where is” and agrees that Licensor is under no obligation to perform any work or provide any materials to prepare the Premises or the building for Licensee. Licensee further acknowledges that Licensor shall not maintain any insurance for the benefit of Licensee.
Subject to Licensee complying with the terms and conditions set forth herein, Licensor hereby agrees to provide Licensee with the following amenities in connection with the privilege to use the Premises:
- HVAC During Normal Business Hrs
- Internet to Technori Studio Coworkers wireless network
- Utilities (not including phone)
- Receipt of Mail and Packages
- Wireless Printer and Paper
- Conference Room (subject to scheduling)
For every successful recurring membership referral the Licensee makes through www.technori.studio/referral/, the Licensee will receive a 5% credit towards their monthly membership fee. The credits can not exchanged for cash, refunded or transferred to a third party.
- The Studio shall be used by Licensee solely for general executive office use in connection with the operation of their business and such other normal incident uses and for no other purpose. Licensee also shall not make nor permit to be made any use of the Premises which would violate any of the terms of this Agreement or which, directly or indirectly, is forbidden by the lease agreement (“Lease”) between Licensor’s affiliate and Rivet Radio, Inc. (the “Affiliate”) or any applicable statute, ordinance or government regulations, which may be dangerous to life, limb or property or which shall in any way impair or tend to impair the quality character, reputation or appearance of the Premises.
- Licensee acknowledges that the Studio is located in a shared workspace and that any items of Licensee’s personal property are brought into and maintained in the Premises at Licensee’s sole risk. Licensor is not responsible for lost, stolen, damaged or moved personal property of Licensee.
- Licensee acknowledges every Studio in open space at Technori Studio is for the community. If you are working in shared area, please do not leave property on the desks or around the studios when you will not be working there that day. Take home what you bring in, or arrange with the co-founders for storage in an out-of-the-way area. Every evening and/or morning the Studios will be cleared of items, which will be deposited in an area for collection.
- Licensee further acknowledges and agrees that the open space is occasionally used for hosting events. Licensee agrees that Licensee shall remove all of their personal items at the end of each day that Licensor is hosting an event and store such items in a storage area provided by Licensor.
- Licensee is not guaranteed the same Studio or desk location from day to day and shall be moved at Licensor’s discretion.
Services and License Fee
- The monthly Services and License Fee is set forth in the Technori Studio Membership Platform.
- In the event Licensee chooses to purchase a monthly membership as set forth in the Invitation, you, as Licensee, shall pay the License Fee, in advance prior to each license month. If any payment of Services and License Fee or other charges due under this License is not received within five (5) calendar days after its due date, the Licensee will also pay, in addition to the Services and License Fee, a late payment charge which shall be an amount equal to five (5%) percent of any amount owed to Licensor. Notwithstanding the forgoing and in addition to, Licensor may immediately suspend providing any and all Additional Service set forth in paragraph 1(c) upon Licensee’s failure to tender its Monthly Services and License Fee. All Fees paid on or before the first of the month shall be payable by credit card or check. All Fees paid after the first and fifth of the month shall be payable by credit credit card, money order and cash only. All Fees paid after the fifth of the month shall be payable by certified check, money order or cash only.
- In the event Licensee chooses to purchase CoPro plan, Licensee is entitled to a Studio and producer on a first come first served basis and as assigned by Licensor.
- Licensee may also choose to license the use of a Studio for four hours per month, on terms set forth on the Invitation.
- Credit/Debit Card Authorization. Licensee will provide Licensor with a credit card or debit card number from a card issuer acceptable to Licensor in order to activate your use of the Service. Licensee hereby authorize Licensor to charge and/or place a hold on your credit card or debit card with respect to any charges for the Services and License Fee based upon the Licensor fee schedule then in effect. Licensee authorizes the issuer of the credit card to pay any amounts described herein without requiring a signed receipt, and Licensee agrees that the Agreement and Invitation are to be accepted as authorization to the issuer of the credit card or debit card to pay any amounts described herein without requiring a signed receipt, and Licensee agree that this Agreement and the Invitation are to be accepted as authorization to the issuer of the credit card to pay all such amounts. Licensee authorizes Licensor to continue to attempt to charge and/or place holds with respect to all sums described herein, or any portion thereof, to Licensee’s credit card until such amounts are paid in full. Licensee agrees to provide Licensor with updated credit card or debit card information upon request and any time the information Licensee previously provided is no longer valid. Licensee acknowledges and agrees Licensor will not have any liability whatsoever for any non-sufficient funds or other charges incurred by Licensee as a result of such attempts to charge, and/or place holds on, Licensee’s credit card or debit card. In the event Licensee is enrolled, or later enrolls, in an automatic payment or electronic funds transfer plan, Licensee agrees that all sums described herein may be charged, at Licensor’s option, to the account number provided for such automatic payment or electronic funds transfer plan. When payment is made by credit card or debit card, payment will also be subject to the terms and conditions established by the creditor debit card issuer. The Licensee shall promptly receive information confirming the License Fee and/or order of Services and the charge processed therefor. If there is any dispute as to an order or charge, Licensee shall promptly bring such to the attention of Licensor, but in no event later than maximum number of days permitted by the credit or debit card processing agreement (and if none is stated then sixty (60) days after the earlier of written confirmation from Licensor or posting on Licensee’s credit card statement), and otherwise in compliance with applicable law and credit and debit card agreements if such provide more favorable rights to the Licensee.
- If a Licensee’s Services and License Fee cannot be processed through Licensee’s credit card or debit card or your bank draft or electronic transfer is returned for any reason, Licensee will pay an additional charge of $100.00 per incident and, for the purpose of considering default and/or late charges it will be as if the payment had never been made.
- Licensee shall deposit with Licensor the sum of $100.00 as a refundable retainer to be held as security for the faithful performance by Lessee of all of its obligations under this License, including timely return of the access key and key fob. Nothing contained in this paragraph shall be construed to permit the Licensor to use the refundable retainer to replace any furniture, fixtures and/or equipment which are rendered unusable by reason of obsolescence, age, or other defect not related to the Licensees’ misuse and or/damage to same.
- The refundable retainer (less any sums used by Licensor in accordance with the terms and conditions of this License) will be returned within thirty (30) days after the expiration of the term hereof, subject to Section 4(c). The refundable retainer shall not under any circumstance be applied in lieu of be the final payment(s) of Monthly Services and License Fee or service charges under this License.
- In the event that, by reason of the Licensee’s default in its obligations pursuant to this License or otherwise, Licensor shall be entitled to apply any of the refundable retainer deposited pursuant to this License to any outstanding sums due or owing to the Licensor. Licensor shall have the right to charge the Licensee, in addition to any Services and License Fee, such sums as are necessary to replenish any and all amounts applied so as to cause the refundable retainer to be returned to its entire original amount. The failure to pay such amounts as are necessary to replenish the refundable retainer shall be considered a breach of this License and shall entitle the Licensor to exercise any of its rights pursuant to this License, applicable law or otherwise.
Licensee’s Additional Expenses
- Telecommunications. Licensee shall be responsible for providing its own cellular telecommunications service, Licensor shall provide access to its wi-fi internet access/connections. All charges for the installation and fees associated with providing Licensee’s telecommunications services shall be at Licensee’s sole cost and expense. Licensor shall not be liable for any interruption or error in the performance of Licensee’s telecommunications or internet services to Licensee under this Section, including but not limited to any claim for business interruption and/or for consequential damages.
Waiver of Claims
Licensee shall indemnify and hold Licensor harmless from and against any loss, damage or liability of any sort whatsoever resulting from (i) any default in observing the terms and conditions of this License and/or (ii) any willful or negligent act on the part of the Licensee, its agents, employees, or invitees, or persons permitted on the Premises by Licensee. Licensee expressly agrees to waive, and agrees not to make any claim against Licensor for damages, direct, consequential or otherwise, arising out of (i) any failure to furnish any service of Premises, any error or omission with respect thereto, any delay or interruption of same, (ii) injury to or death of persons in or about the Premises, (iii) loss or damage to Licensee’s property in or about the Premises, and (iv) claims arising by reason of the foregoing.
Loss of Keys
A charge of Fifty Dollars ($50.00) will be assessed to a lost access key or key fob.
Assignment and Sub-licensing
No assignment or sub-licensing of the Premises, this License or any part thereof, shall be made by Licensee without Licensor’s prior written consent, which consent shall not be unreasonably withheld, and the consent of the Landlord.
Surrender, Restoration and Holdover
- On expiration of the term, or sooner termination of this License, Licensee shall, without demand, promptly surrender and deliver the Studio, access key and key fob, to Licensor.
- If Licensee is in default of the terms of this License and/or vacates the Studio and leaves behind any property whatsoever, said property will be deemed abandoned by Licensee and may be disposed of by Licensor at Licensee’s expense.
Default and Remedies
- Licensee shall be deemed to be in default of this License if Licensee shall fail to fulfill any of its terms, conditions, covenants or provisions of this License, including but not limited to:
- Payment of Monthly Services and License Fee and/or any other charges hereunder on the date such charges become due;
- Failure to fulfill or abide by any of the terms, conditions, covenants or provisions of this License;
Abandons and/or vacates the Premises;
- Licensee’s breach and/or non-observance, in Licensor or Landlord’s sole discretion, of any of the Operating Standards.
- In case of such default is not cured within five (5) days of notice to Licensee, the Licensor may, at its sole discretion, terminate this License. Upon termination for default, Licensee shall quit and surrender the Studio, elevator key and key fob to the Licensor. Should Licensee fail to quit and surrender the Studio, the Licensor may:
- Take possession (including but not limited to the right to change the locks) of the Desk and remove all persons and property there from; and/or
- Immediately cease supplying Licensee with the amenities and Monthly Services described in Paragraph “1c” hereof as well as any other services provided by the Licensor, all without any liability whatsoever to Licensee by Licensor; and/or
- Pursue all available remedies and damages available at law and/or equity in a court of appropriate jurisdiction.
Any notice under this License shall be in writing and shall be either delivered by hand or by overnight mail to the party at the address set forth below. Licensor hereby designates its address as:
2 N Riverside Plaza
Attn: Scott Kitun
Licensee hereby designates its address as set forth in the Invitation.
If such mail is properly addressed and mailed as above, it shall be deemed notice for all purposes, given when sent or delivered, even if returned as undelivered.
Landlord’s Election Under This License
Upon early termination of the main Lease, this License shall terminate unless the Landlord under the Lease elects to have this License assigned to the Landlord or another entity as provided in the Lease.
Execution by Licensee
The party or parties executing this License on behalf of the Licensee warrant(s) and represent(s) that such executing party (or parties) has (or have) complete and full authority to execute this License on behalf of Licensee; and that Licensee shall fully perform its obligations hereunder.
Termination of membership
This agreement is to remain in full force and effect until Technori Studio has received written via email notice of termination from the Licensee. The membership will be terminated 30 days after notice. Membership services will still be due during that termination period.
- Failure of the Licensor not to insist upon the strict performance of any term or condition of this License or to exercise any right or remedy available for a breach thereof, and no acceptance of full or partial payment during the continuance of any such breach shall constitute a waiver of any such breach or any such term or condition.
- No term or condition of this License required to be performed by Licensee and no breach thereof shall be waived, altered or modified, except by a written instrument executed by Licensor.
- Each term, provision and obligation of this License shall be construed as both a covenant and condition.
- This License embodies the entire understandings between the parties relative to its subject matter, and we will do our best to notify members of changes to the Rules and this agreement. We will strive to keep an up-to-date copy of this agreement on the Technori Studio website. By signing this document, you agree to remain familiar with and abide by all current (possibly updated) rules.
- This License is subject and subordinate to the Lease governing the Premises, under which Licensor (or its affiliate) is bound as tenant; and the provisions of the Lease, other than as to the payment of Monthly Services and License Fee or other monies, are incorporated into this License as if completely herein rewritten. Licensee shall comply with and be bound by all provisions of the Lease (except that the payment of Monthly Services and License Fee shall be governed by the provisions of this License), and Licensee shall indemnify and hold Licensor harmless from and against any claim or liability under the Lease of Licensor arising from Licensee’s breach of the Lease or this License. Licensor covenants and warrants that the use of the Premises as a business office is consistent with and does not violate the terms of the Lease.
- Licensor covenants and agrees with Licensee that upon Licensee paying all the Monthly Services Fees hereunder and all other charges due under this License and observing and performing all the terms, covenants and conditions of this License, Licensee may peaceably enjoy the Premises, subject to the terms of this License and the share arrangement contemplated hereby and the terms of the Lease.
- This License shall be governed by the laws of the State of Illinois. The parties agree that any legal proceeding concerning the enforcement or interpretation of this License shall be exclusively located in Cook County. In the highly unlikely event that any provision or portion of this Agreement is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected and shall remain in full force and effect to the fullest extent permitted by law.
By subscribing to any of our membership plans, you acknowledge that you have stayed awake, read and even understand this Agreement and the Rules of Technori Studio. Further, you agree to be bound by this Agreement and the Rules of Technori Studio regarding my participation in Technori Studio and the use of Technori Studio Services.