General Terms and Conditions

TERMS AND CONDITIONS OF USE Curated Co, a Minnesota limited liability company (“Curated Co”), provides space in the building located at 5050 France Avenue, Edina, MN 55410 (the “Building”), which is available for use as a work or event space (the “Space”) to persons who are accepted as Members. To access the Space, you (“you” or “Member”) are required to sign an agreement with Curated Co (the “Agreement”). Use of the Space is subject to these terms and conditions (the “Terms of Use”), as well as the Agreement, of which these Terms of Use form a part.

  1. Compliance.

You agree to, and cause your employees, agents, guests, invitees, contractors and subcontractors ("Invitees") to, comply with these Terms of Use, as well as any terms, conditions, and policies provided by Curated Co relating to the use of the Space and Services, including building security procedures, IT access and use procedures, maximum occupancy limitations, specific state law requirements and other terms or procedures provided by Curated Co (the “House Rules”). The House Rules may be revised and amended by Curated Co without the prior consent of the Member; provided that Curated Co shall endeavor to provide Member with notice of material revisions. In the event of a conflict between these Terms of Use and the House Rules, the House Rules shall control.

  1. Description of Services.

The Space may provide you with access to work space, office space, event space, workstations, internet access, office equipment, meeting space, knowledge resources, and other services (collectively, “Services”). The Services at all times are subject to these Terms of Use.

  1. Workspace Use and Access.

You agree to use the Space provided to you for general work purposes only and in accordance with these Terms and the House Rules

If you have private space within the Space, you agree that Curated Co has the right upon 30 days’ written notice, to require that you relocate to another area within the Space of similar size and similar configuration for the remainder of the Term, provided that the charges for such new workspace are no greater than those for your current space.

  1. Access to Reserved Space.

Curated Co or its authorized representatives may enter even reserved space in the Space at any time and such access rights shall not give rise to any decrease or abatement of the amount you pay for the Space. Unless there is an emergency, if you have reserved space, Curated Co will, as a matter of courtesy, try to inform you in advance when Curated Co needs access to your space to carry out any work. All repair work shall be done solely at the discretion of Curated Co and the failure of Curated Co, for any reason, to furnish any maintenance or repairs shall not render Curated Co liable to you, constitute a constructive eviction, or give rise to a refund or abatement of Fees.

  1. Common Areas. If available at the Building, you may also have access to and non-exclusive use of any portions of the Building designated for common use of tenants and others ("Common Areas"), as, and to the extent, described in the House Rules. The Common Areas may be changed, relocated, altered, eliminated or otherwise modified at any time during the Term without the consent of, or notice to, Member. Unless otherwise set forth in the House Rules, the right to parking is not provided under this Agreement.
  2. Shared Facilities. If available at the Space or in the Building, you may also have access to and non-exclusive use of any shared meeting rooms, office equipment, and kitchenettes (the “Shared Facilities”) located near the Space on a first-come, first-served basis as, and to the extent, described in the House Rules. Curated Co its landlord may make changes to the Shared Facilities from time to time during the Term including, without limitation, removal of all or portions of the Shared Facilities without your consent or notice to you.
  3. No Unlawful or Prohibited Use.

You may not use the Space (A) to carry out any illegal activities or in violation of law or the House Rules, or (B) for any immoral, unlawful, or objectionable purposes. Further, you shall not use or permit the usage of any illegal drug or substance in the Space or in the Building and shall not make or permit any unreasonable or unnecessary noises or odors in or upon the Space or the Building. You shall not commit, or suffer to be committed, any waste or any nuisance (public or private) or other act or thing of any kind or nature whatsoever that may disturb the quiet enjoyment or cause unreasonable annoyance of any other occupants in the Building.

You agree not to exceed the Maximum Occupancy designated for the Space.

You must take good care of and not damage or make any changes to the Space, the Shared Facilities, the Common Areas or the Building. You shall not alter, add, replace, remove or damage any furnishings, equipment or other personal property located in, on or around the Space, the Shared Facilities, or the Common Areas. You shall not make alterations, additions or improvements to the Space, including the installation of lighting or any phone or data lines. If you have a private or reserved area within the Space, you may keep personal property in your private space, but at your own risk.

You shall not generate, store, install, dispose of or otherwise handle any hazardous materials in the Space, or in or around the Building. You shall be liable for the costs of any removal, clean-up and/or remediation of any hazardous materials released by you or your Invitees.

You may not use the Space or Services in any manner that could damage, disable, overburden, or impair the Space’s server, or interfere with any other party’s use and enjoyment of any Services or the Space. You may not attempt to gain unauthorized access to any Services, or accounts, computer systems or networks connected to any Space server or to any of the Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services, nor should you post or download files that you know or should know are illegal or that you have no rights to.

  1. Term; Renewal.

The Term shall begin on the Start Date specified in the Agreement.

If an End Date is specified, the Membership will terminate on the End Date, unless terminated earlier as provided herein, with no automatic renewal.

If no End Date is specified the initial term will be one year, unless terminated early as set forth herein. Membership shall automatically renew for additional one year periods unless you give Curated Co at least 60 days’ notice prior to the end of the then current Term. Curated Co may opt not to extend by providing you 30 days’ notice prior to the end of the then current Term.

  1. Pricing Changes. Curated Co will provide at least 60 days’ notice of any pricing changes.
  2. Payment. The Agreement specifies the payment terms agreed to by the Member. Each payment is due and payable on the first day of the calendar month. Member is responsible for the payment of any sales or use taxes, if any for the Services. If the Term includes any partial period, the applicable charges will be pro-rated. If applicable, Curated Co may also include additional 'one time' fees (the "Incidentals") for Services provided to Member not included in the membership fees. These services may include but not limited to meeting rooms, photocopying, faxing, catering, etc. The Incidentals will be collected in arrears on the first of every month All amounts paid by Member are non-refundable, except as expressly stated in this Agreement. If any payment due to Curated Co is not received within 5 days of the due date, Curated Co may charge a late fee of 5% of the overdue amount or Curated Co may suspend services or terminate this Agreement without cost or penalty to Curated Co Member will pay any costs of collection, including reasonable attorney’s fees and costs, for any unpaid amounts.
  3. Deposit.

Your Deposit will be held by Curated Co during the Term as security for the performance by you of all of your obligations under the Agreement. Curated Co may apply all or any portion of the Deposit to amounts owed to it for (A) any damage to the Space, including any personal property, the Shared Facilities, the Common Areas or the Building, (B) membership and usage fees and (C) any losses or costs arising out of your default under this Agreement, in each case Curated Co’s discretion. If, upon the expiration or earlier termination of the Term, you have fully complied with all terms of the Agreement, these Terms of Use and the House Rules, remitted all amounts due and payable, and surrendered the Space and all keys, access cards, building passes and all other property provided to you by Curated Co, the Deposit shall be returned to you within 60 days after the expiration or earlier termination of the Term, less any amounts applied as described above. Curated Co shall not be required to maintain the Deposit in a separate account. No interest will be paid on the Deposit except as may be required by law. If any portion of the Deposit is so used or applied during the Term, then within 5 days after Curated Co gives written notice to you, you shall deposit cash in an amount sufficient to restore the Deposit to the original amount. Failure to do so will constitute a default under this Agreement.

  1. Cancellation. Curated Co may cancel this Agreement and your membership without cause on at least sixty (60) days’ notice. You may cancel this Agreement within one day of the Agreement Date or at least 30 days before the Start Date and receive a full refund of your initial payment, less a 5% handling fee. After the Start Date, if you cancel before the End Date, if any, (a) the Registration Fee is non-refundable, (b) no refund is available for the then-current calendar month and the next full calendar month and (c) 50% of the remaining unpaid Fees and taxes for the Minimum Term are immediately due and payable unless a default has occurred and is continuing, in which case, 100% of all remaining Fees and Taxes for the remainder of the Term are immediately due and payable by the Member.
  2. Default. You shall be considered in default of the Agreement if (A) you fail to pay when due any amounts due to Curated Co hereunder, if the failure continues for 5 days after notice to you, which notice shall be in satisfaction of and not in addition to any notice required by law, (B) you fail to comply with any term of the Agreement, these Terms of Use or any House Rules, if the failure is not cured within 10 days after notice to you, (C) you attempt to sublicense, assign or otherwise transfer any interest in this Agreement without Curated Co's prior written consent, or (D) immediately if in Curated Co’s discretion if you pose a danger or nuisance to the Space or any other users thereof. Upon any default, Curated Co shall have the right without notice to terminate the Agreement and your membership in the Space, in which case you shall immediately surrender the Space and return any property of Curated Co in your possession. If you fail to surrender the Space or return any Curated Co property, Curated Co may, in compliance with applicable law and without prejudice to any other right or remedy, enter upon and take possession of any portion of the Space occupied by you. You are liable for all amounts due for the remainder of the then current Term, all costs incurred by Curated Co to retake possession of the Space and any unreturned property, and other losses and damages which Curated Co may suffer as a result of Member's default. In addition to the right to terminate this Agreement and collect damages, Curated Co shall have the right to pursue any other remedy now or hereafter available at law or in equity.
  3. Keys and Security. Any keys, fobs or other access credentials for the Space or the Building that Curated Co provides for your use remain Curated Co’s property at all times. You are not authorized to duplicate any of them or allow anyone else to use them without Curated Co’s consent. Any loss of keys or fobs or unauthorized disclosure of access codes must be reported to Curated Co immediately, and you must pay the cost of replacements and/or changing locks, if required by Curated Co or specified in the House Rules. You shall not place any additional locks or bolts of any kind upon any of the doors or windows of the Space or Building nor make any changes to existing locks or the mechanisms thereof.
  4. Name and Signage. You may only conduct business in your name. You shall not put up any signs on the doors to the Space or Building or anywhere else, which are visible from outside the Space you are using, or the Building.
  5. Mail and Packages. Mail and packages may not be delivered to you at the Space or Building unless permitted by the House Rules. The postal services may be subject to additional federal, state, and local requirements.
  6. Participation in or Use of Services. You acknowledge that you are participating in or using the Services at your own free will and decision. You acknowledge that Curated Co does not have any liability with respect to your access, participation in, use of the Space or Services, or any loss of information resulting from such participation or use. Member accepts all risk to its intellectual property interests used in the Space, and neither Curated Co nor its landlord shall have any liability arising from your disclosure (whether intentional or not) of any of your Confidential Information to any third parties present in or around the Space or the Shared Facilities or Common Areas.
  7. Suspension of Services. Curated Co may by notice suspend the provision of Services (including access to the Space) for reasons of political unrest, strikes, terrorism, Acts of God or other events beyond Curated Co’s or its landlord’s reasonable control. This Agreement shall automatically terminate if the Space is rendered unusable as a result of a fire, other casualty or a condemnation. As between Curated Co and Member, all proceeds of any condemnation award shall belong to Curated Co and all insurance proceeds of Curated Co shall be retained by and belong to Curated Co Curated Co may also suspend the provision of Services (including access to the Space) in the event the Space or the Building is being renovated or repaired.
  8. No Lease.

Membership gives you only a license to access the Space on the terms set forth herein. YOU ACKNOWLEDGE THAT THIS AGREEMENT IS NOT A LEASE OR ANY OTHER INTEREST IN REAL PROPERTY OR OWNERSHIP IN CURATED CO IT IS A CONTRACTUAL ARRANGEMENT THAT CREATES A REVOCABLE, LIMITED, NON-TRANSFERABLE LICENSE. The parties do not intend to create a lease or any other interest in real property for the benefit of Member through this Agreement. Curated Co retains legal possession and control of the Space assigned to Member. Curated Co’s obligation to provide space and Services to Member is subject, in all respects, to the terms of Curated Co’s lease with Curated Co’s landlord, if applicable. This Agreement and the License granted hereunder shall terminate simultaneously with the termination of Curated Co’s lease or the termination of the operation of the Space for any reason at no cost or penalty to Curated Co You do not have any rights under Curated Co’s lease with its landlord, if applicable. When this Agreement expires or is earlier terminated, your License to occupy the Space shall automatically be revoked. You agree to remove your personal property and leave the Space as of the date of such expiration or termination. Curated Co is not responsible for your personal property left in the Space after expiration or termination. If you fail to remove your personal property, at Curated Co’s option, such personal property shall (a) be deemed conveyed to Curated Co and shall become the property of Curated Co, or (b) be removed from the Space by Curated Co at the Member’s expense.

  1. Disclaimer of Warranties.

To the maximum extent permitted by the applicable law, Curated Co provides the Space and Services “as is” and with all faults, and hereby disclaims all warranties and conditions, whether express, implied or statutory, including but not limited to: merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses, results, workmanlike effort and lack of negligence. In addition, Curated Co gives no warranty, duty or condition of title, quiet enjoyment, quiet possession, correspondence to description or non-infringement. The entire risk as to the quality of the Space and Services, or arising out of participation in or the use of the Space and Services, remains with you. Curated Co cannot and does not guarantee and does not promise to Member, any specific results from use of the Space or that the Space will meet your requirements, meets applicable legal standards or is safe and suitable for your intended use.

  1. Limitation on Liability.

IN NO EVENT WILL CURATED CO OR ITS LANDLORD OR THEIR RESPECTIVE DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES OR SUPPLIERS BE LIABLE TO MEMBER OR ANY PARTY CLAIMING THROUGH MEMBER, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, ARISING FROM THE MEMBER’S USE OF THE SPACE, ANY CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE MARKETPLACE SERVICE, OR MEMBER’S USE OF THE SPACE, EVEN IF CURATED CO IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CURATED CO'S LIABILITY TO MEMBER OR ANY PARTY CLAIMING THROUGH MEMBER, FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID FOR THE SPACE, IN THE 12 MONTHS PRIOR TO THE INITIAL ACTION GIVING RISE TO LIABILITY. THIS IS AN AGGREGATE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT.

  1. Non-Disparagement. You shall, during and after the participation in and use of the Services, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding Curated Co, the Space, or any of its officers, directors, employees, personnel, agents, policies, services or products, except to the extent required to comply with applicable legal requirements.
  2. Indemnity. Except to the extent caused by the gross negligence or willful misconduct of the indemnified party or such party’s officers, directors, employees, representatives, contractors and agents, you agree to indemnify, defend and hold Curated Co, its landlord, and any mortgagee harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorneys' fees, arising out of or in connection with your and your Invitees' use of the Space, Services, Common Areas or Shared Facilities, any damage to persons or property, or any violation of applicable law, the Agreement, these Terms of Use or the House Rules. Nothing contained in this Agreement shall be construed to create privity of estate or of contract between you and Curated Co's landlord, if applicable.
  3. Damages and Insurance. You are responsible for any damage you cause to the Space or any Curated Co property beyond normal wear and tear. You are responsible for arranging insurance for your personal property against all risks and for your liability to and for your employees and Invitees. You have the risk of damage, loss, theft or misappropriation with respect to any of your personal property and liability to and for your employees and Invitees. You agree, as a material part of the consideration to be rendered to Curated Co under this Agreement, to waive any right of recovery against Curated Co, its directors, officers, employees and its applicable landlord for any damage, loss, theft or misappropriation of your property under your control and any liability to and for your employees and Invitees, including for injuries to you or your Invitees in or about the Space. At the end of the Term, you must deliver the Space and any Curated Co property in your possession to Curated Co in good condition, normal wear and tear excepted. If any damage (beyond normal wear and tear) to the Space or Curated Co property should occur while in your care, custody or control, you agree to pay reasonable repair/replacement costs and to notify Curated Co immediately upon discovery of such damage occurring, but no later than 8 hours later.
  4. No Sublicensing or Assignment. You may not sublicense, assign, transfer any interest in the Agreement or your membership in the Space or allow any third party to use any portion of the Space or Services without Curated Co's prior consent.
  5. Miscellaneous. This Agreement shall be interpreted and enforced in accordance with the laws of the state of Minnesota. If either party institutes a suit against the other for violation of or to enforce this Agreement, the most prevailing party shall be entitled to all of its costs and expenses, including, without limitation, reasonable attorneys' fees. Curated Co and Member hereby waive any right to trial by jury in any proceeding based upon a breach of this Agreement to the fullest extent permitted by applicable law. This Agreement may not be modified, amended or terminated, and Member’s obligations hereunder shall in no way be discharged, except as expressly provided in this Agreement or by written instrument executed by the parties. If any term, covenant or condition of this Agreement or any application thereof shall be invalid or unenforceable, the remainder of this Agreement and any other application of such term, covenant or condition shall not be affected. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing this Agreement to be drafted. Neither Curated Co nor Member shall have the right to record the Agreement or these Terms of Use or any memorandum thereof. The Agreement (including these Terms of Use and the House Rules) constitutes the entire agreement between Curated Co and the Member regarding the use of the Space and Services and supersedes any prior agreements related thereto.
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