Member Terms and Conditions

Dean Machine LLC - 1037 Dean Street , Brooklyn, NY 11238

1   Notices: All formal notices must be in writing to the address first written above.

2   Confidentiality: The terms of this agreement are confidential. Neither Dean Machine LLC nor the Member must disclose them without the other’s consent unless required to do so by law or an official authority. This obligation continues after this agreement ends.

3   Applicable law: This agreement is interpreted and enforced in accordance with the laws of the State of New York. Dean Machine LLC and the Member both accept the exclusive jurisdiction of the courts of New York State. If any provision of these terms and conditions is held void or unenforceable under the applicable law, the other provisions shall remain in force.

4    Enforcing this agreement: The Member must pay any reasonable and proper costs including legal fees that Dean Machine LLC incurs in enforcing this agreement.

5   Furnished office accommodation(s): Dean Machine LLC is to provide the number of serviced and furnished office accommodation(s) for which the member has agreed to pay in the Offices stated in this agreement. This agreement lists the accommodation(s) Dean Machine LLC has initially allocated for the Client’s use. The Client will have a non-exclusive right to the work-stations allocated to it. Occasionally Dean Machine LLC may need to allocate different accommodation(s), but these accommodation(s) will be of reasonably equivalent size and Dean Machine LLC will notify the Client with respect to such different accommodation(s) in advance.

6   DEAN MACHINE WIFI: DEAN MACHINE LLC DOES NOT MAKE ANY REPRESENTATIONS AS TO THE SECURITY OF DEAN MACHINES’ NETWORK (OR THE INTERNET) OR OF ANY INFORMATION THAT THE CLIENT PLACES ON IT. The Client should adopt whatever security measures (such as encryption) it believes are appropriate to its circumstances. Dean Machine LLC cannot guarantee that a particular degree of availability will be attained in connection with the Client’s use of Dean Machine’s network (or the internet).

7   Access to the accommodation(s): Dean Machine may need to enter the Members accommodation(s) and may do so at any time. However, unless there is an emergency or the Member has given notice to terminate, Dean Machine will attempt to notify the Member verbally or electronically in advance when Dean Machine LLC needs access to carry out testing, repair or works other than routine inspection, cleaning and maintenance. Dean Machine LLC will also endeavor to respect reasonable security procedures to protect the confidentiality of the Client’s business.

8   Availability at the start of this agreement: If for any reason Dean Machine LLC cannot provide the accommodation(s) stated in this agreement by the date when this agreement is due to start it has no liability to the Member for any loss or damages but the Member may cancel this agreement without penalty. Dean Machine LLC will not charge the Member the monthly office fee for accommodation(s) the Member cannot use until it becomes available. Dean Machine may delay the start date of this agreement provided it provides to the Member alternative accommodation(s) that shall be at least of equivalent size to the accommodation(s) stated in this agreement.

9   The Member must not alter any part of its accommodation and must take good care of all parts of the Office, its equipment, fixtures, fittings and furnishings which the Member uses. The Member is liable for any damage caused by it or those in the Office with the Member’s permission or at the Member’s invitation whether express or implied, including but not limited to all employees, contractors, agents or other persons present on the premises.

10   Office furniture and equipment: The Member must not install any cabling, IT or telecom connections without Dean Machine LLC consent, which Dean Machine LLC may refuse at its absolute discretion. As a condition to Dean Machines LLCs consent, the Member must permit Dean Machine LLC to oversee any installations (for example IT or electrical systems) and to verify that such installations do not interfere with the use of the accommodation(s) by other Members or Dean Machine LLC or any landlord of the building.

11   Service Retainer/Deposit: The Member will be required to pay a service retainer/deposit equivalent to one month of the monthly Membership fee (plus Tax where applicable) upon entering into this agreement unless a greater amount is specified on the front of this agreement. This will be held by Dean Machine LLC without generating interest as security for performance of all the Member’s obligations under this agreement. The service retainer/deposit or any balance after deducting outstanding fees, the Business Continuity and Office Restoration Service and other costs due to Dean Machine LLC, will be returned to the Member after the Member has settled its account with Dean Machine LLC and funds have been cleared.

12   Dean Machine LLC may require the Member to pay an increased retainer if outstanding fees exceed the service retainer/deposit held and/or the Member frequently fails to pay Dean Machine LLC when due.

13   Late payment: If the Member does not pay fees when due, a fee will be charged on all overdue balances. This fee will be 25% of the monthly Membership fee and will be incurred if payment is not made by the 2nd calendar day of each month. If the Member disputes any part of an invoice the Member must pay the amount not in dispute by the due date or be subject to late fees. Dean Machine LLC also reserves the right to withhold services (including for the avoidance of doubt, denying the Member access to its accommodation(s) while there are any outstanding fees and/or interest or the Member is in breach of this agreement.

14   Payment: Dean Machine LLC is continually striving to reduce its environmental impact and supports its clients in doing the same. Therefore Dean Machine LLC will send all invoices electronically (where allowed by law) and the Member will make payments via an automated method such as Direct Debit wherever local banking systems permit.

15   Insufficient Funds: The Member will pay a fee for any returned check or any other declined payments due to insufficient funds. This fee will be 25% of the monthly Membership fee.

16   Dean Machine LLC maintains the right to increase the monthly Membership fee as Dean Machine LLC sees fit. Member will be supplied with 45 days notice before any increase.

17   Standard services: The monthly membership fee and any recurring services requested by the Member are payable monthly in advance. Unless otherwise agreed in writing, these recurring services will be provided by Dean Machine LLC at the specified rates for the duration of this Agreement.

18   The Member assumes all responsibility for themselves and any guests in the space and will not hold Dean Machine LLC liable for damages or losses which occur on the premises of the Office. The Client will indemnify, defend and save harmless Dean Machine LLC from and against any and all costs, losses, liabilities, claims, causes of action, expenses and damages, including reasonable attorneys’ fees and disbursements, which the Member may suffer or which otherwise may arise by reason of Member’s use of the premises, including Member’s officers, employees, affiliates and guests.

19   The Member understands that Dean Machine LLC is not responsible for the security of personal property left on the premises. If any losses occur, it is the Member’s responsibility to report these to the appropriate law enforcement agency. Dean Machine LLC will make video surveillance available to law enforcement as directed by such agencies.

20   The Member will procure their own insurance for damages and or loss incurred by water, fire, and or acts of god. Dean Machine LLC will not be held liable under any circumstances.

21   The Member and Dean Machine in good faith enter into this agreement. When or if circumstances create an untenable environment for the aforementioned terms to be held, by either party, both parties retain the right to terminate this agreement. Both parties must notify the other party with 30 days notice before the agreement will be deemed null and void. Tenant must notify Dean Machine LLC 30 days before the end of their last month of membership. When 30 days notice is not provided by tenant, security deposit will be forfeit to Dean Machine LLC.

 

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