Terms of Service

Legal Agreement: Terms of Service

These WorkSmart Terms of Service (“Terms”) and such other terms, conditions, policies, and documents as may be incorporated herein by reference (collectively, the "Agreement"), form a binding agreement between you (“You” or “Customer”) and WorkSmart Network LLC, a New York limited liability company ("We," "Us," "Our," "WorkSmart," or “WorkSmart Coworking and Meeting Space”). By using the Services in any manner, including, without limitation, visiting or browsing the Services, or by electronic acknowledgment, You confirm and agree that You have read and understand this agreement and agree to be bound hereby. If You do not agree to this Agreement, You may not access or use the Services.

This Agreement allows You to use a portion of WorkSmart’s workspace pursuant to the terms set forth below. Neither Your use of the Services nor these Terms shall in any manner constitute or create a lease, sublease, real estate license, or landlord-and-tenant relationship between You and WorkSmart.

Services

WorkSmart may provide you with access to office space, workstations, internet access, office equipment, meeting space, and other services as WorkSmart may offer from time to time (collectively, “Services”).
The Services at all times are subject to WorkSmart’s Code Of Conduct (defined below).

Membership Plans. Memberships are non-transferable and are available in the following forms:

Shared Workspace Member. Shared workspace members will have limited access to a workspace within our open floor plan until the contract end date stated for your account in the Client Portal (defined below).
Executive Desk Member. Executive desk members will have access to a dedicated desk within our open floor plan as well as a chair and locking file cabinet until the contract end date stated in the Client Portal.
Private Office/Team Office Members. Private office/team office members will have access to a private office furnished with the appropriate number of desks and chairs to accommodate You and/or Your team until the contract end date stated in the Client Portal.
Virtual Mail Members. Virtual mail members will have limited access to the workspace within our open floor plan until the contract end date stated for your account in the Client Portal. Other services associated with the virtual mail memberships are contracted separately.
Network Guests. Network guests may book and pay for meeting spaces, shared workspace drop-in passes, and day office drop-in passes through the Client Portal.
Drop-in Customers.

Shared space drop-in Customers will have limited access, as stated in the Client Portal, to the workspace within our open floor plan for the day on which their drop-in pass is “punched” in the Client Portal.
Private office drop-in Customers will have limited access, as stated in the Client Portal, to a private office furnished with a desk and chair for the day on which their drop-in pass is “punched” in the Client Portal.
Drop-in passes are intended for use by You only and not for use by other persons or parties. Drop-in passes, including multiple pass packages, are not sharable.
Drop-in passes are valid for a limited time as described in the Client Portal.

Fees And Payments:

The Client Portal, which can be accessed at members.worksmartgf.com using your email and password created when registering (the “Client Portal” includes the unique elements of Your Agreement.
Monthly renewing memberships.

For monthly renewing memberships, the initial payment is due on the initial effective date of the membership.
The first renewal membership payment is due on the earlier of one calendar month after the initial effective date or the last day of the calendar month.
Thereafter, renewal membership payments are due on the earlier of one calendar month after the prior renewal date or the last day of the calendar month.
We will continue to automatically process your monthly membership payments using the billing information on file each billing cycle at the then-current rate until You cancel in accordance with this Agreement.
Your contract end date in the Client Portal (the “Expiration Date”) shall be based on Your agreed upon membership term.
Your membership will end on the Expiration Date, and the membership cannot be canceled early.
Fees are non-refundable and shall not be prorated.
If You terminate this Agreement prior to the Expiration Date, unpaid fees for membership up to and including the Expiration Date shall immediately become due.

One-time fees are due at the time of booking, are non-refundable, and shall not be prorated.
If You fail to pay any fees by the due date, We reserve the right to withdraw Your access to the workspace and to the Services.
Accounts that are in arrears by five (5) days or more will be subject to a late fee, charged per invoice, equivalent to ten percent (10%) of the amount due.

Security deposits.

Security deposits may be collected as security for performance of all of Your obligations under this Agreement.
Your security deposit will be returned to You after your Agreement has ended and after You have settled Your account. We will deduct any outstanding fees due to WorkSmart and other costs before returning the balance to you in the form of a check mailed within thirty (30) days of the Expiration Date.

Meeting Spaces.

Subject to WorkSmart’s Meeting Space Terms and Conditions, which can be found at www.worksmartgf.com/meeting-space-terms, and the Code of Conduct, You may use a meeting space for the listed prices.
Meeting spaces must be booked in advance through the Client Portal.

Code of Conduct.

You must comply with WorkSmart’s code of conduct (“Code of Conduct”), which is set forth in Schedule A and incorporated herein. We may revise or add to the Code of Conduct at our sole discretion and without advance notice to You to promote safety and well-being or to otherwise improve the experience in Our workspace.

Term and Termination.

Your Membership Plan may be subject to a minimum term that ends on the Expiration Date, as specified in the Client Portal..

Private office and executive desk memberships will be renewed for the same membership plan and term unless and until You notify Us in writing of Your desire to terminate at least sixty (60) days prior to the Expiration Date.
Shared workspace memberships will be renewed for the same membership plan and term unless and until You notify Us in writing of Your desire to terminate at least thirty (30) days prior to the Expiration Date.
Virtual mail memberships renew monthly unless and until You notify Us in writing of Your desire to terminate at least sixty (60) days prior to your desired termination date.

If You terminate this Agreement prior to the end of the Membership Term, all remaining Membership Fees through the Expiration Date will immediately become due.

Removal and Return of Property upon Termination.

Prior to the expiration or earlier termination of this Agreement, You will remove all of Your property from the workspace.
Property and belongings remaining in the workspace for five (5) or more days after the expiration or earlier termination of this Agreement may be removed and disposed of by WorkSmart without further notice to You. You are responsible for payment of all actual costs and expenses for such removal and disposal.

Termination and Remedies Upon Default.

In the event You are in default of this Agreement, We shall have the right to (i) immediately terminate this Agreement and withdraw the permission granted to You to use the Services, (ii) re-enter Your workspace, (iii) remove all persons and personal property from the workspace without any liability to You and (iv) exercise any and all rights under applicable law.
We are also entitled to any and all rights and remedies which we are entitled to under law or equity, and You agree that in the event We start an action or proceeding for purposes of enforcing our rights hereunder, You are responsible for payment of all actual costs and expenses for recovering any sums due or owing pursuant to this agreement, including reasonable attorney fees.
In addition, you shall be responsible for membership fees for the current month and for one month after the next renewal date. This provision shall survive the expiration or termination of the agreement.

Business Purposes.

You may only use the facility for professional purposes.
Activities that are dangerous to persons or property, violate any federal, state, or local law or otherwise violate this Agreement are not permitted.

No Unlawful or Prohibited Use or Interference.

You shall not use the Services for any purpose that is unlawful or prohibited by this Agreement.
You shall not use the Services in any manner that could damage, disable, overburden, or impair any WorkSmart power supply, computing or networking equipment, or the network(s) connected to any WorkSmart equipment.
You shall not attempt to gain unauthorized access to any accounts, computer systems, or networks connected to any WorkSmart equipment through hacking, password mining, or any other means.
You shall neither make any portion of WorkSmart a personal living space nor take overnight residency.
You shall not interfere with any other person’s use and enjoyment of the Services.

Signs. You may not put up any signs or artwork in the facility, on its equipment, on its fittings or on furnishings without obtaining prior approval from WorkSmart.
Address. Without prior written consent, you shall not use WorkSmart’s address for promoting or advertising your business. A separate mail services agreement is required to receive mail at WorkSmart.
Property Care; Utilities.

You must not alter the facility, its furnishings, its fittings, locks, keys, fobs, or any equipment.
You are solely responsible for any damage to the facility, its furnishing, its fittings, or equipment caused by You, Your agents, and invitees. In the event there is any such damage, You shall be responsible for the cost and expense to promptly repair the damage in order to return the facility, its furnishings, its fittings, and equipment to as good a condition as it was immediately prior to You, Your agents or invitees use of the facility, its furnishings, its fittings or equipment.
You shall not install any covering, make any alterations, or affix anything to the walls, doors, windows, ceilings, or floors of the premises except as approved in writing by WorkSmart. Any alterations approved by WorkSmart must be removed and returned to original condition upon termination of the Services.
You may not duplicate any WorkSmart keys or allow any person other than You to access or use your digital key(s) in the Client Portal.
You may allow Your own meeting guests access through the front door for approved meeting space bookings. With the exception of Your guests for an approved meeting space reservation, You shall not allow access to anyone through a locked door, and You must be present while Your meeting guests are on site.
We shall be responsible for the payment of water, sewer, gas, heat, electric, and other utilities and services, with the exception of telephone. You understand that the facility’s HVAC system may be operating on a modified basis between 6 pm and 8 am and on weekends to save energy.
You shall not install any networking, communications, or cryptocurrency mining equipment without preauthorization from WorkSmart, and We reserve the right to decline the installation of any equipment for any reason.

Insurance.

You are responsible for maintaining, at Your own expense and at all times while using the Services, insurance in the form and the amount appropriate to Your business and/or situation.
Whether or not You purchase and maintain an insurance policy, You are responsible for any damage or theft related to Your personal property, equipment, and data. WorkSmart does NOT provide any insurance or protection of Your personal property, equipment, or data.

Indemnification. To the extent not resulting from the gross negligence or willful misconduct of WorkSmart, its employees, or agents, You agree to fully indemnify, defend and hold harmless WorkSmart, its officers, directors, employees, affiliates, agents, successors, and assigns, from and against any and all demands, claims, causes of actions, fines, penalties, damages, liabilities, judgments, and expenses, including reasonable attorneys’ fees, incurred in connection with or arising from the use of the facility or of any services granted under this Agreement by You or any person claiming under You, any acts or omissions of You or any person claiming under You, or any breach or non-performance by You or any person claiming under You of any term or provision of the agreement or any law of any kind. This indemnity provision shall survive the expiration or earlier termination of this Agreement.
Our Right of Entry.

We can enter Your workspace at any time for purposes of inspecting the area, performing on behalf of You, any obligation You are required to perform under this agreement, performing any obligation or right under this agreement which We are required to perform, or for any other legitimate business purpose.
In entering Your workspace, We will use reasonable efforts to minimize interference with Your business operations.
We may monitor member use of WorkSmart’s common spaces through the use of video cameras and access control panels.

Confidentiality. Member understands and agrees that while using WorkSmart or the Services, Member may see, learn, receive, or otherwise be exposed to confidential and proprietary information relating to WorkSmart or other members and their businesses, including without limitation, products and services, billing and pricing methods, customers and customer lists, and any other sales, marketing, financial and/or other non-public business information (“Confidential Information”). Member agrees to hold all such Confidential Information in the strictest confidence, and Member shall not, directly or indirectly, use or disclose to any third party any such Confidential Information for any purpose.
Force Majeure. WorkSmart will be excused from the performance of its obligations under this Agreement to the extent that such performance is prevented by Force Majeure (defined below) and will provide notice of such prevention to the Member. Excuse from performance by WorkSmart will be continued so long as the condition constituting Force Majeure continues. WorkSmart will notify You of the anticipated duration of such Force Majeure, actions being taken to avoid or minimize its effect after such occurrence, and will take reasonable efforts to remove the condition constituting such Force Majeure. For purposes of this Agreement, Force Majeure shall include conditions beyond the control of WorkSmart, including an act of God, acts of terrorism, voluntary or involuntary compliance with any regulation, law or order of any government, war, acts of war (whether war be declared or not), labor strike or lock-out, civil commotion, epidemic, pandemic, failure or default of public utilities or common carriers, destruction of production facilities or materials by fire, earthquake, storm or like catastrophe (“Force Majeure”). The payment of invoices due and owing hereunder shall in no event be delayed by You because of a Force Majeure affecting You.
Transfer.

You may not assign or transfer this Agreement.
We may transfer the benefit of Your agreement and our obligation hereunder.

Subordination. The Agreement is subject and subordinate to our lease with our landlord and any and all liens, encumbrances, mortgages, deeds of trust, and/or ground leases which now or hereafter encumber the facility or the land underlying the facility, and to any and all renewals, extensions modifications or re-financings thereof.
No Personal Liability of WorkSmart. Any liability of WorkSmart under this agreement shall be limited to its interest in the facility, and in no event shall any personal liability be asserted against WorkSmart, its employees, officers, agents, shareholders, parties, directors, advisors, representatives, successors, or assigns in connection with this agreement.
Notices. All notices shall be in writing and may be delivered by electronic mail to the email address on file with your WorkSmart account or communicated via Slack.
No Waiver.

No failure by WorkSmart or You to insist upon the strict performance of any term or condition of this agreement or to exercise any right or remedy available for a breach thereof, and no payment by You or acceptance by WorkSmart of full or partial payment during the continuance of any such breach, shall constitute a waiver of any such breach of any such term or condition.
No term or condition of this agreement required to be performed or observed by a party, and no such breach thereof, shall be waived, altered, or modified except by a written instrument executed by the other party.
No waiver of any breach shall affect or alter any term or condition of this agreement, and each such term and condition shall continue in full force and effect with respect to any other then-existing or subsequent breach thereof.

Modification or Amendment.

We may update, modify or amend this Agreement and will provide notice to you of these updates, modifications, or amendments.
If not earlier agreed to, You will be deemed to have accepted the new terms of the Agreement following the completion of one (1) calendar month of Your continued use after the date of notice of the update(s).

Governing Law. This agreement shall be governed by, and construed in accordance with, the laws of the State of New York (without regard to principles of conflicts of laws).
Counterparts. This agreement may be executed in one or more counterparts, each of which shall be deemed an original and together shall constitute one and the same instrument. Any signature to this agreement transmitted by facsimile or email shall be deemed an original signature hereto.
Waiver Of Trial by Jury. To the extent permitted by law, you and WorkSmart waive trial by jury in any action or proceeding brought in connection with this agreement, the workspace, or the facility.
Headings; Interpretation. The headings and section numbers appearing in this agreement are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or intent of any such sections. If any provision of this agreement shall be determined to be invalid or unenforceable, the remainder of this agreement shall not be affected thereby, and each provision of this agreement shall be valid and enforceable to the fullest extent permitted by law.
Entire Understanding. This Agreement constitutes the complete understanding and agreement between You and WorkSmart with respect to the workspace and the subject matter hereof, and all prior negotiations, promises, statements, or agreements, whether written or oral, between You and WorkSmart with respect to the subject matter hereof are superseded by the terms of this Agreement.
Authority. Each party represents that it has full power and authority to execute, deliver and perform under this Agreement.
Incorporation of Exhibits and Schedules. All exhibits and schedules to this Agreement are fully incorporated by this reference as if set forth herein.

I hereby acknowledge that I have read and understood all of the terms and conditions contained in this Agreement (including the Code of Conduct) and further agree to be bound by the terms and the Code of Conduct regarding my participation in and use of the Services.

EXHIBIT A

WorkSmart’s Code of Conduct

We welcome You to WorkSmart, Your coworking community. As a member of WorkSmart, We encourage You to read our Code Of Conduct, which applies to WorkSmart’s Services, including all premises and common areas. Failure to comply with WorkSmart’s Code of Conduct may result in termination.
Professional Behavior. WorkSmart expects You to always behave in a professional manner on the premises and in the common areas. While collaboration and networking are encouraged, canvassing, peddling, or directly soliciting other customers is prohibited. Furthermore, WorkSmart has zero tolerance for sexual harassment.
Care and Keeping of the Space. You are expected to respect the space, leave it as you ﬁnd it and tidy up after Yourself and Your guests. A cleaning crew comes to do the heavy lifting, but You are expected to clean Your own office, empty Your trash, and clean (wash, dry, put away) Your dirty dishes. Your support with the care and keeping of the space allows us to operate and use resources more efficiently. If you are the first one into WorkSmart, turn the lights on; if you are the last one out, turn them off when you leave.
Hours of Operation. WorkSmart’s business hours are generally 9 am to 5 pm, Monday through Friday. The building’s heating, ventilation, and air conditioning system (“HVAC”) will be in full operation during business hours. Members with certain membership types may have access to their spaces twenty-four (24) hours per day, seven (7) days per week. However, outside of business hours, the building’s HVAC system will be modified such that in the winter, the heat will be turned down and, in the summer, the A/C will be turned up in order to save energy.
Data Privacy. WorkSmart members will have access to an online community database WorkSmart’s Community Directory, whereby certain information may be shared among WorkSmart’s Membership community. Members are prohibited from sharing information on WorkSmart’s Community Directory with non-members and from using information for any other purpose than stated above. Members are encouraged to report misuse of WorkSmart’s Member Directory to WorkSmart.
Every customer must use their own digital key to access WorkSmart. You may not allow any person other than You to use Your digital key(s).
Members may allow their own meeting guests access through the front door for approved meeting space bookings. With the exception of Your guests for an approved meeting space reservation, do not allow access to anyone through a locked door. Members must be present while their meeting guests are on site.
Do not share Your Client Portal login or wifi credentials.
Guests. Your WorkSmart Membership is intended for use by You and not for use by other persons or parties. Non-members and guests are not permitted on the premises outside of business hours without advance registration and consent from WorkSmart. If you bring non-members or guests on the premises during non-business hours, you will be automatically subject to a fee of $150 per guest. During business hours, You may bring adult guests to WorkSmart for business-related purposes for up to 1 hour in any given 24-hour period. You are responsible for Your guests complying with WorkSmart’s Code of Conduct. All guests must register with WorkSmart upon entry to the premises. You must meet with Your guests in the common areas or book a meeting room. If guests desire to work in the shared workspace, guests may purchase a Drop-in Pass.
Bicycles and Vehicles. Members are prohibited from bringing bicycles or vehicles inside the workspace. Bicycles and vehicles must be stored in the designated spaces.
Use of Meeting Spaces, Offices, and Phone Rooms.

If you want to use a meeting space, you must reserve it. No meeting space usage without reservations. If You use a meeting space without reservation, WorkSmart reserves the right to charge Your account.
The Meeting Room and Conference rooms are for business meetings only and not for events. Reservations outside of business hours (generally, M-F 9am-5pm) are subject to an after-hours fee and must be approved by WorkSmart.
Your reservation time must include time to set up for your meeting and clean up afterward.
You are responsible for cleaning up meeting rooms, including throwing away trash and putting furniture back into place.
Members and meeting hosts are responsible for greeting their guests, planning, communicating, and orchestrating their meetings. Failure to take the following responsibilities for your meetings will result in additional fees.
Please remember to refrain from serving stinky foods and be sensitive to allergies. When food and drink will be served, We will add a hospitality fee to your reservation.
Private Offices. You are prohibited from affixing artwork, posters, shelving, or any other items to walls, glass, or furniture of the private offices.
Phone Rooms. Phone booths are provided for the use of all customers, one person at a time. Make the phone room/booth available to others when your call has ended. If you need more than 50 min. or so for a private call or video presentation, reserve a private meeting space or the day office.

No speakerphone.

Speakerphones are never allowed in private offices, phone rooms, the shared workspace, or common areas. You must use communication devices in a manner that is not disruptive to others.
Use headphones to listen to hands-free telephone calls, video calls, or other audio content.
In meeting spaces, speakers are permitted when necessary and only at reasonable volumes that do not disturb other people using WorkSmart.

You will not perform any activity that is reasonably likely to be disruptive, dangerous, or generally regarded as offensive to others.
Printing. Complimentary printing is available for small jobs. Print in black & white and double-sided whenever possible. You’ll be billed monthly for larger quantities after the end of each month.
Minors. Persons under the age of 18 years are not permitted on the premises without prior written consent from WorkSmart.
Animals. Except for service animals, You are prohibited from bringing animals onto the premises.
Alcohol. You are prohibited from serving or selling alcohol on the premises of WorkSmart without proper licenses and prior written consent from WorkSmart.
Firearms, Other Weapons, Drugs, Illegal Substances, Smoking and Vaping. You are prohibited from storing, possessing, or bringing any weapons, explosives, combustibles, or other hazardous devices in or about the premises. You are prohibited from storing or possessing or bringing onto the premises drugs or other illegal substances, are prohibited from smoking cigarettes and electronic cigarettes, or vaping inside or immediately outside the WorkSmart.
Dangerous Substances. Customers and guests are prohibited from using, bringing, or keeping on the premises any flammable, combustible, explosive, foul or noxious fluid, chemical, or substance.
Workplace Violence. WorkSmart is committed to maintaining a safe and healthy coworking space environment and will not tolerate violence. WorkSmart has a zero-tolerance policy and will terminate the membership of any Member who WorkSmart determines to have violated the policy.

WorkSmart will be closed on the following dates each year, and We may close on additional days, which will be communicated in advance:

MEMORIAL DAY CLOSED

4TH OF JULY OBSERVED CLOSED

LABOR DAY CLOSED

THANKSGIVING EVE EARLY CLOSING

THANKSGIVING CLOSED

BLACK FRIDAY CLOSED

DECEMBER 23RD EARLY CLOSING

CHRISTMAS EVE CLOSED

CHRISTMAS CLOSED

NEW YEARS EVE EARLY CLOSING

NEW YEARS DAY CLOSED

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Legal Agreement: Terms of Service