Terms & Conditions
INTERSECTIONS L.A. LLC
MEMBERSHIP TERMS AND CONDITIONS
These Membership Terms and Conditions are incorporated into and made part of the Membership
Agreement (“Agreement”) entered into by and between the INTERSECTIONS L.A. LLC entity or entities
(“INTERSECTIONS”) and the member (“Member”) set forth on the Membership Agreement signature
page. Quoted terms not otherwise defined herein have the meanings ascribed to them on the
Agreement signature page.
Section 1. Office Space and Services
(a.) Office Space. Subject to these terms and conditions and payment of all applicable fees,
INTERSECTIONS will permit Member to access and use the number and configuration of furnished
workspaces and workstations specified on the Agreement signature page (the "Membership Type" or
“Office Space”), located at the property, building, or space owned, leased, or otherwise controlled by
INTERSECTIONS indicated on the Agreement signature page (the “Premises”).
(b.) Start Date. INTERSECTIONS will use commercially reasonable efforts to make the Office Space
available to Member as of the date specified on the Agreement signature page as the License Start Date,
provided that if INTERSECTIONS is unable to make the Office Space available on the date specified, the
term “License Start Date” will mean the date Member actually receives access to the Office Space.
Member’s payment obligations hereunder will begin on the License Start Date. INTERSECTIONS reserves
the right to relocate, reduce or increase the size, number, or configuration of the Office Space from time
to time, in which case the applicable fees will be proportionately reduced or increased, as determined in
INTERSECTIONS’s sole discretion; provided that no such relocation or increase shall result in an increase
of the monthly License Fee by more than 10% of the then-current monthly License Fee without
Member’s prior written consent. INTERSECTIONS will provide Member with reasonable advance written
notice should changes to the Office Space or License Start Date be necessary.
(c.)Services. The Premises will include standard power outlets, common area restrooms and a common
area kitchen. For common use within the Premises, INTERSECTIONS will use good faith efforts to provide
certain services (collectively, the “Services”), such as access to and use of shared internet connection
and printers/scanners and other services as may be described in the Member handbook provided to
Member. Any or all of the Services may be provided by INTERSECTIONS, an affiliate of INTERSECTIONS,
or any third party service provider designated by INTERSECTIONS from time to time in its sole discretion.
All Services, other than shared internet connection and printers/scanners, that may be provided by or
on behalf of INTERSECTIONS may be added, deleted, or changed at any time at the sole discretion of
INTERSECTIONS, with or without prior notice to Member.
(d.) Business Hours. Business hours for the Premises may vary by location—the hours of operation in
effect will be posted at the Premises or otherwise made available to Member. INTERSECTIONS reserves
the right to close the Premises on national holidays and on days with inclement weather at the
discretion of INTERSECTIONS. Certain Services may be available only during regular business hours,
excluding holidays. The Premises may be accessible outside of business hours using the key card
assigned to Member, in accordance with the procedures set forth in the Member handbook or other
policy documents applicable to the particular INTERSECTIONS location.
(e.)Software. In order to receive certain Services (including but not limited to access to the network,
shared printing, etc.), Member may be required to install on Member’s computer device certain drivers
or software tools (collectively, “Software”). Member acknowledges and agrees that Software may be
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INITIALS INITIALSowned, controlled, or provided by third parties, and that the installation or use of any Software may be
subject to separate licenses, terms, conditions, or restrictions. INTERSECTIONS provides no warranties
with respect to the Software (even if provided by or through INTERSECTIONS), and as a condition of use
of the Software, Member, on behalf of itself and its employees, agents, and invitees, waives any claim
against INTERSECTIONS, its affiliates, and any person acting on behalf of INTERSECTIONS or its affiliates
arising from or in conjunction with the installation or use of such Software.
(f.) Specific Services. INTERSECTIONS will accept mail on behalf of Members. However, INTERSECTIONS
will not be responsible for any items received on behalf of Member. If Member expects a special
delivery or package, Member must provide INTERSECTIONS with reasonable notice and instructions, if
necessary, in order for INTERSECTIONS to accept such delivery. If Member’s membership package
includes a monthly allowance of conference room hours, such monthly allowance will not be rolled over
from one month to the next. If Member has added Parking to its suite of Services, Member agrees to
follow any and all rules and requirements for parking set forth by the Property Owner & Manager or
INTERSECTIONS.
(g.) Maintenance. INTERSECTIONS will use commercially reasonable efforts to maintain the Premises in
good functional condition; provided that Member is and will remain responsible for, and will indemnify,
defend and hold harmless INTERSECTIONS, Property Owner & Manager (as defined hereunder), and
their respective affiliates for any and all damage to the Office Space, Premises and/or the building in
which the Premises is located, exceeding normal wear and tear, caused by Member or its agents,
employees and invitees, and for the acts and omissions of Member and its employees, agents, or
invitees. Member shall take good care of all parts of the Office Space, Premises and/or the Building,
including any equipment, fixtures and furnishings, which Member is permitted to use hereunder.
Member shall not alter any part of the Office Space, Premises and/or building or INTERSECTIONS’s
equipment, fixtures or furnishings.
(h.) INTERSECTIONS Access. Member acknowledges that INTERSECTIONS and its designees will at all
times have access to the Office Space, upon at least 24 hours’ notice to Member (except in case of an
emergency, which shall be determined in INTERSECTIONS’s sole discretion, and for routine janitorial or
similar access), for purposes including but not limited to the maintenance and safety of the same and
any emergency situations. INTERSECTIONS may temporarily move and/or replace parts and components
of the Office Space in INTERSECTIONS’s sole discretion. Notwithstanding the foregoing, except in the
case of emergency, INTERSECTIONS will use commercially reasonable efforts not to disrupt Member’s
business in or use of the Office Space.
(i.) License Only. Notwithstanding anything herein to the contrary, this Agreement is a revocable license
to access the Office Space and receive certain Services, upon the terms and conditions set forth herein.
The relationship between INTERSECTIONS and Member is that of a licensor and licensee only, and not a
Property Owner & Manager-tenant or lessor-lessee relationship. This Agreement will not be construed
to grant Member any right, title, interest, easement, or lien in or to INTERSECTIONS’s business, the
Office Space, the Premises, or anything contained therein, nor will this Agreement be interpreted or
construed as a lease. Member acknowledges that this Agreement creates no tenancy interest, leasehold
estate, or other real property interest in Member’s favor and Member hereby waives any and all claims
and/or defenses based upon any such interest.
Section 2. Term and Termination of Agreement
(a.) Term. The Term of this Agreement is set forth on the Agreement signature page.
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INITIALS INITIALS(b.) Termination for Breach. INTERSECTIONS may terminate this Agreement in its sole discretion,
effective immediately if Member or any of its agents, employees, or invitees breaches any provision in
this Agreement or violates any INTERSECTIONS rules, policies, or codes of conduct. Provided that, if
Member fails to pay any fee when due (or an Autopay (as defined in Section 3) payment is returned,
declined or otherwise rejected), if it is Member’s first delinquency in any twelve (12)-month period,
INTERSECTIONS will send Member written notice of the delinquency, and Member will have five (5) days
from the date of such notice to cure the delinquency by paying all amounts owed (including late fees
and finance charges, as applicable). Member is only entitled to one notice and cure period per twelve
(12)-month period, and for any subsequent delinquency INTERSECTIONS may terminate Member’s
license and membership immediately, in INTERSECTIONS’s sole discretion. Additionally, INTERSECTIONS
shall charge Member the Autopay Opt-Out Surcharge, in the event that Member cancels Autopay and
does not provide an alternative payment credential to be used for future Autopay payments as part of
the cancellation procedure.
(c.) Termination for Convenience. INTERSECTIONS may terminate this Agreement (i) immediately in the
event that INTERSECTIONS’s rights in the Premises terminate or expire for any reason; or (ii) upon thirty
(30) days’ written notice to Member in INTERSECTIONS’s sole and absolute discretion.
(d.) Removal of Property upon Termination. On or prior to the termination or expiration of this
Agreement, Member will remove all of its property from the Office Space and Premises, leaving them in
the same condition as they were in when Member moved in, reasonable wear and tear excepted, it
being understood and agreed that member has no right to continue to use and/or access the Office
Space or any Services after the expiration or termination of this Agreement. In addition to any other
rights and remedies INTERSECTIONS has hereunder, INTERSECTIONS will be entitled to remove and
dispose of any of such property remaining in or at the Office Space or the Premises after the termination
of this Agreement in any way that INTERSECTIONS chooses, without notice to Member (whether
belonging to Member or its employees, agents, or invitees), and without waiving its right to claim from
Member all expenses and damages caused by Member's failure to remove such property, and Member
and any other person or entity shall have no right to compensation from or any other claim against
INTERSECTIONS as a result
(e.) Effect of Termination. Following the termination or expiration of this Agreement for any reason,
Member will remain liable for all amounts due or owing as of the effective date of such termination or
expiration (regardless of the date Member vacates any or all of the Office Space or the Premises).
Without limiting the foregoing, if this Agreement is terminated for breach pursuant to Section 2(b)
above, Member will remain liable for (x) all License Fees and any other fees owed through the
remainder of the Term, and (y) the full amount of any fees that INTERSECTIONS paid to a broker in
connection with this Agreement (“Broker Fees”). All such License Fees and Broker Fees will be due and
payable immediately upon such termination pursuant to Section 2(b). In the event this Agreement is
terminated for convenience pursuant to Section 2(c) above, INTERSECTIONS will within a reasonable
time following the effective date of the termination return to Member any pre-paid License Fees or
other fees applicable to the post-termination period. This Section 2 and Sections 4 through 7 of this
Agreement will survive the termination or expiration of this Agreement for any reason, as will all other
provisions of this Agreement that may be reasonably expected to survive such termination or expiration.
Section 3. Fees
(a.) License Fees. Beginning on the License Start Date, and continuing during the Initial Term of this
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INITIALS INITIALSAgreement, Member will pay, in advance, the monthly license fee specified on the Agreement signature
page (“License Fee”). The License Fee is due on or before the 1st of each month during the Term,
provided that if the License Start Date falls on a date that is not the 1st day of the month, then on the
License Start Date Member will pay the pro rata portion of the monthly License Fee for the remainder of
that month. All License Fees must be paid in U.S. dollars. All amounts paid under this Agreement are
nonrefundable and noncancellable, except as expressly provided herein. When INTERSECTIONS receives
funds from Member, such funds will be applied first to any past-due balances, oldest to newest, then to
any current monthly fees due and owing. License Fees are subject to change during the Renewal Term (if
any) as set forth in Section 7(m) hereunder.
(b.) Other Fees. Where permitted under state law, INTERSECTIONS may assess an extra charge (a
“Surcharge”) in an amount that is commensurate with INTERSECTIONS’s cost to accept and process
credit card transactions in the event the Member has opted out of Autopay. Such Surcharge will only be
applicable to non-Autopay credit card transactions. Any such Surcharge will be identified on the
Agreement signature page and on the Member’s monthly invoice. Payments made by Autopay will not
be subject to a Surcharge. A ten percent (10%) late fee will be charged on any outstanding balance
existing on the 5th day of any month. Additionally, Member may be subject to additional fees for
declined or returned payments due to insufficient funds, as set forth in fee schedules published or
posted by INTERSECTIONS from time to time. Member acknowledges that all fees are subject to change
from time to time at the discretion of INTERSECTIONS. Any late fees or charges are in addition to any
other rights and remedies INTERSECTIONS may have for Member’s breach of this Agreement.
(c.) Security Deposit. The Security Deposit must be paid in the amount and at the time set forth on the
Agreement signature page. The Security Deposit will be refunded to Member within forty-five (45) days
after termination of this Agreement, subject to the complete satisfaction of Member’s obligations under
this Agreement, as determined by INTERSECTIONS in its sole discretion. The Security Deposit will be held
by INTERSECTIONS, without liability for interest, as security for the performance by Member of
Member’s covenants and obligations under this Agreement. Member acknowledges and agrees that the
Security Deposit will not be considered an advance payment of the License Fee or a measure of
Member’s liability for damages in case of default by Member. INTERSECTIONS may, from time to time
and without prejudice to any other remedy, use the Security Deposit to the extent necessary to make
good any arrearages of the License Fee or to satisfy any other covenant or obligation of Member
hereunder. Following any such application of the Security Deposit, Member will pay to INTERSECTIONS
on demand the amount so applied in order to restore the Security Deposit to its original amount. To the
extent of any unapplied Security Deposit after the termination of this Agreement, INTERSECTIONS will
only refund the same to Member, unless an authorized representative of Member directs
INTERSECTIONS in writing to send the refund to another person or location. If during the Term of this
Agreement, Member changes the Office Space to one(s) carrying higher License Fees, Member will
deliver to INTERSECTIONS the incremental increase in the Security Deposit as required by
INTERSECTIONS.
(d.) Suspension of Services. INTERSECTIONS may withhold or suspend any Services and/or access to the
Office Space and the Premises while there are any outstanding amounts due or Member is otherwise in
breach of this Agreement, in addition to any other rights and remedies INTERSECTIONS may have. In the
event that INTERSECTIONS withholds services from Member pursuant to the foregoing, INTERSECTIONS
shall not be liable for any claim of business interruption or for any indirect, incidental, special,
consequential, exemplary or punitive damages arising out of such actions.
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INITIALS INITIALS(e.) Form of Payments. Payments for License Fees and all other fees hereunder may be made by ACH
bank transfer, most major credit cards or debit cards. Member agrees that such payments for License
Fees and other fees hereunder will be paid in accordance with the terms set forth in this Agreement and
in the Recurring Payment Authorization Form, which is hereby incorporated herein by reference. All
payments for License Fees and all other fees under this agreement must be paid in U.S. Dollars.
INTERSECTIONS may offer discounts off its regular License Fee and other fee rates for payments made
by ACH bank transfer. Any such discounts will be reflected on the signature page of this Agreement. Any
applicable ACH discount will be refunded to Member reasonably promptly after payment is made by
member in full.
(i.)Stored Credentials; Recurring Payments; Cancellation. As a condition of this Agreement,
INTERSECTIONS requires Member, and Member agrees, to maintain a current bank account, credit card,
or debit card on file to be used for automatic payments for all amounts due under this Agreement.
Member must agree to the Recurring Payment Authorization Form. Member specifically acknowledges
and agrees that amounts due under this Agreement will be processed automatically and on a recurring
basis using the stored payment credential on file in accordance with the Recurring Payment
Authorization Form (“Autopay”). Member may cancel Autopay (“Autopay Cancellation”) with respect to
a specific stored payment credential at any time online at admin@intersectionsla.com. In the event that
Member does not provide INTERSECTIONS with an alternative payment credential to be stored and used
for Autopay during that cancellation procedure, INTERSECTIONS may exercise its right to immediately
terminate this Agreement pursuant to Section 2(b). If an Autopay payment is rejected or declined,
INTERSECTIONS may terminate this Agreement pursuant to Section 2(b) in addition to any related fees
as set forth in fee schedules published or posted by INTERSECTIONS from time to time (i.e., late fees,
fees for a payment returned for non-sufficient funds, etc.). Notwithstanding the foregoing,
INTERSECTIONS shall not terminate any Member for opting out of Autopay or upon the rejection or
declining of any Autopay payment, provided Member agrees to pay and promptly pays the Autopay Opt
Out Surcharge, as set forth herein.
Section 4. Member Obligations
(a.) Background Checks. INTERSECTIONS reserves the right to conduct a basic criminal and OFAC
background check on any or all of Member’s owners, officers, employees and agents who will be
granted access to the Premises (particularly if Member desires after-hours access for such persons), and
Member agrees to use good faith efforts to assist INTERSECTIONS with the same, at no cost of Member.
After-hours access may only be granted to those persons who pass such background check to
INTERSECTIONS’s sole and absolute satisfaction. Member represents and warrants that neither
Member, nor any of its owners, officers, employees or agents has been or will be: (a) designated as a
“blocked person” as such term is described in Executive Order 13224, issued September 23, 2001 by
George W. Bush, President of the United States; or (b) a person or entity described either as a Specially
Designated Global Terrorist or a Specially Designated Nationals and Blocked Persons by the Office of
Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury. The continued accuracy
throughout the Term of this Agreement of the foregoing representation and warranty is an ongoing
material condition to this Agreement and, accordingly, Member has the obligation during the Term to
immediately notify INTERSECTIONS by written notice if the foregoing representation and warranty
should ever become false. Any breach of the representation and warranty or failure on the part of
Member to so update INTERSECTIONS constitutes a breach of this Agreement.
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INITIALS INITIALS(b.)Security. INTERSECTIONS makes no warranty or representation to Member with respect to any
security services or systems and INTERSECTIONS expressly disclaims any liability related to the wrongful
access, use or disclosure of any data or information that is processed, stored or transmitted through or
by the Services, which includes without limitation, the Software. Member shall be fully responsible for
the safety and security of its personal property brought into the Office Space, Premises and/or building.
As between INTERSECTIONS and Member, Member shall also be fully responsible for any liability related
to the wrongful access, use or disclosure of any data or information that is processed, stored or
transmitted through or by the Services, which includes without limitation, the Software. INTERSECTIONS
shall not be liable to Member on account of any loss, injury, liability, damage or theft to any business or
personal property of Member, its owners, officers, employees, agents and invitees, other than as a
result of INTERSECTIONS’s gross negligence or willful misconduct. Member acknowledges that all keys,
key cards, key fobs, and other such items used to gain physical access to the building, Premises and/or
the Office Space remain the property of INTERSECTIONS, or its Property Owner & Manager or the owner
of the Premises or each of their respective affiliates (as applicable, “Property Owner & Manager”).
Member will not attempt to (or allow others to) gain unauthorized access to any computer systems
located at or serving the Premises or any content or data of INTERSECTIONS, other members, or any
other person. Neither Member nor any of its agents, employees or invitees are permitted to enter any
other office space in the Premises. Member will use its best efforts to safeguard the Premises and
INTERSECTIONS’s property and will be liable for all costs and expenses should any such property be lost
or damaged as a result of Member ’s and/or its employees’, agents’ or invitees’ acts or omissions.
Member is solely responsible for maintaining all necessary security and control of any and all user
names, passwords, or any other credentials issued to or used by Member or its employees, agents or
invitees, for use with INTERSECTIONS’s computer systems, networks, or other Services provided under
this Agreement. Member will not allow (and will instruct its employees and agents to not allow) a party
unknown to them to enter the Office Space or the Premises and acknowledges that such action may
result in the termination of this Agreement. Member is and will remain responsible for the actions or
omissions of all persons that Member or its employees, agents or invitees allow or invite to enter the
Office Space or the Premise.
(c.) Complaints. Member agrees that all issues and complaints relating to the Office Space or other
members will be directed solely to INTERSECTIONS. Member will have no direct access to or
communication with the Property Owner & Manager (if other than INTERSECTIONS), and Member
agrees not to send any complaints or demands to the Property Owner & Manager directly.
(d.) Privacy Policy. Member agrees that the use of INTERSECTIONS’s online portal and website are
subject to INTERSECTIONS’s Portal Terms of Use and Privacy Policy, which are available
at www.intersectionsla.com and www.intersections/privacy policy/, respectively, and which are subject
to change from time to time in INTERSECTIONS’s sole discretion.
(e.) Rules and Policies. Additional rules may be set forth in the Member handbook or other policy
documents applicable to each INTERSECTIONS location, which are subject to change from time to time
in INTERSECTIONS’s sole discretion. Member agrees to abide by all rules and policies as determined by
INTERSECTIONS from time to time, whether communicated to Member verbally, by email, other written
notice or public posting. Without limiting the foregoing, INTERSECTIONS may require Member and each
of its owners, officers, employees, agents and invitees who will be granted access to the Premises to
agree to and sign INTERSECTIONS’s Anti-Harassment Policy prior to using the Office Space or Services.
(f.) Prohibited Conduct. In addition to any other applicable rules and policies issued by INTERSECTIONS,
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INITIALS INITIALSMember agrees to the following terms and conditions:
(i.) No Assignment or Sublicense. Member may not sell, lease, license, distribute or grant any interest in
the Office Space or any of the Services to any third party. Further, Member may not assign this
Agreement in whole or in part, or otherwise transfer, sublicense or otherwise delegate any of Member’s
rights or obligations under this Agreement, to any third party.
(ii.) No Alterations. Member may not alter the Office Space or Premises in any manner or attach or affix
any items to the walls, floors or windows, without the prior written consent of INTERSECTIONS.
(iii.)No Unapproved Items. Member may not store any of its property or materials in any area of the
Premises, except the Office Space. Member may not bring any additional furniture, furnishings or
decorations into the Premises or Office Space or install any satellite or microwave antennas, dishes,
cabling or telecommunications lines in the Premises or Office Space without the prior written consent of
INTERSECTIONS in its sole discretion. Member acknowledges that carts, dollies and other freight items
may not be used in the passenger elevator except by appointment made with INTERSECTIONS, at
INTERSECTIONS’s sole discretion.
(iv.) No Retail Use. Member will use the Office Space solely as general office space in the conduct of
Member’s business and for no other use whatsoever. Use of the Office Space for retail, medical or other
type of business (unless prior approval is given) involving frequent visits by members of the public,
manufacturing, or for any other use prohibited by the Member handbook is not permitted. Regular use
of the Office Space is limited to those persons subject to background checks as set forth in this
Agreement.
(v.) No Illegal Activities. Member may not use the Premises, any Services, or any INTERSECTIONS
computer systems or networks to conduct or pursue any illegal activities, including but not limited to,
downloading, distributing or viewing any illegal content, engaging in any activity in violation of OFAC
regulations, and/or illegally downloading any copyrighted content, or any other activity that violates any
intellectual property rights, and any such conduct using the Premises or INTERSECTIONS’s systems or
networks may result in immediate termination of this Agreement.
(vi.) No Offensive Behavior. Member may not conduct any activity in the Office Space, Premises and/or
the building that is harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene,
libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise generally regarded as
offensive to other people, including but not limited to, involvement in hate groups or activities involving
pornographic or sexually explicit materials or obscenities, whether written, oral, or in any form or
medium. Member will refrain from any activities that may be disruptive, a nuisance or an annoyance,
including but not limited to, acts of disorderly nature or excessive noise. Member may not conduct any
activity which may be hazardous to other persons in the building. INTERSECTIONS may determine at its
sole discretion what activities may be deemed offensive, disruptive or hazardous.
No Malware, Spamming. Member may not upload any files that Member knows or suspects to contain
or may contain viruses, Trojan Horses, worms, time bombs, corrupted files, or any other malicious code,
whether known or unknown that may damage or disrupt INTERSECTIONS’s or any other person’s
computer systems or networks. Member will take precautions to prevent the spread of viruses,
including but not limited to, using up-to-date anti-virus software, enacting policies to avoid opening
suspicious emails, and avoiding suspicious websites. Spamming other members or any other persons is
strictly prohibited, and any such conduct using the Premises or INTERSECTIONS’s systems or networks
may result in immediate termination of this Agreement.
(g.) Personal Information. Member represents and warrants that it has obtained the necessary
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INITIALS INITIALSauthorizations and consents for any personal information it processes through the Services, which
includes without limitation, the Software.
(h.) Onboarding Process. Member agrees to fully cooperate with the onboarding process (the
“Onboarding Process”) for INTERSECTIONS. Member represents and warrants that the information it
provides pursuant to the Onboarding Process will be true, accurate and complete. Member
acknowledges and agrees that should it breach the representation above, INTERSECTIONS may
immediately rescind or terminate this Agreement, in its sole discretion.
(i.) Cross Defaults. Member agrees and acknowledges that if they are in default on any agreement or
understanding with an affiliate of INTERSECTIONS, then they will be deemed to be in default of this
Agreement.
Section 5. Intellectual Property and Confidentiality
(a.) Trademarks. Member may not use INTERSECTIONS’s name, logo, trademarks, service marks or
domain names (collectively, “INTERSECTIONS Marks”) in any way in connection with Member’s business,
without the express written consent of INTERSECTIONS, in its sole discretion. Member will comply with
all standards established by INTERSECTIONS from time to time with respect to the INTERSECTIONS
Marks. Member hereby acknowledges and agrees that all right, title, and interest in and to the
INTERSECTIONS Marks belong to INTERSECTIONS, and that all usage and goodwill of the INTERSECTIONS
Marks will inure only to the benefit of INTERSECTIONS. Member will not use, register, or attempt to
register any trademarks or domain names that are confusingly similar to the INTERSECTIONS Marks, nor
use the INTERSECTIONS Marks in any manner that would indicate that Member has any rights thereto. If
consent to use the INTERSECTIONS Marks is granted as set forth above, INTERSECTIONS reserves the
right to revoke Member’s rights to use the INTERSECTIONS Marks at any time in INTERSECTIONS’s sole
discretion.
(b.) Publicity. Member may use the address of the Office Space as its business address, but only during
the Term of this Agreement. Member may not use photos or illustrations of the Premises, or any
INTERSECTIONS Marks, in any of Member’s marketing materials or in any other manner without the
express written consent of INTERSECTIONS. Further, no press release, advertising, sales literature or
other publicity statements relating to the existence or substance of this Agreement or the relationship
of the parties may be made by Member without the prior written approval of INTERSECTIONS. Member
grants INTERSECTIONS and its affiliates the right to use Member’s trade name(s), logos and/or
trademarks in INTERSECTIONS’s materials prepared for its shareholders or members, or prospective
shareholders or members.
(c.) Member Directory. INTERSECTIONS may place Member’s name and contact information in a
directory of INTERSECTIONS members; provided that Member will be given the opportunity to “opt-out”
of such listing which it may do at any time.
(d.) Photo and Video Shoots. Member acknowledges that promotional photography and/or video
recording (a “Shoot”) may occur in the Premises (but not within the Office Space) from time to time.
INTERSECTIONS will provide Member with reasonable advance notice of any such Shoot, and at such
time Member may request that INTERSECTIONS endeavor to avoid capturing Member’s name, likeness,
image, voice and/or appearance in the background any such recordings. INTERSECTIONS will use
commercially reasonable efforts to comply with Member’s request. Subject to the foregoing, by entering
that portion of the Premises in which a Shoot is taking place, Member and Member’s employees,
agents, and invitees consent to such photography and/or video recording and the release, publication,
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INITIALS INITIALSexhibition or reproduction of such recordings in which they may appear for promotional purposes by
INTERSECTIONS and its affiliates and representatives. Subject to the foregoing, Member and its
employees, agents, and invitees each hereby releases and discharges INTERSECTIONS and its agents,
representatives, and assignees from any and all claims and demands arising out of or in connection with
the use of the name, likeness, image, voice, or appearance of Member or any of its employees, agents,
or invitees, including any and all claims for invasion of privacy, right of publicity, misappropriation,
misuse, and defamation. Member represents and warrants to INTERSECTIONS that its employees,
agents, and invitees will have been informed of and agreed to this consent, waiver of liability, and
release before they enter that portion of the Premises in which a Shoot is taking place.
(e.) Sensors. Member acknowledges that INTERSECTIONS does or may utilize sensors that record usage
of the Premises, excluding the Office Space, and amenities (the “Sensors”), and consents to the use of
the Sensors. The Sensors monitor, among other things, the number of people utilizing a particular space
or amenity, the times that a particular space or amenity is used, etc. Low resolution images may be
captured, which will be processed by automated software, for the purpose of counting people and upon
the completion of said task, the image will be deleted. No sound recordings will be made or captured
and no high resolution photographs or videos will be taken. The data collected is anonymous aggregated
data. Prior to the implementation of any sensors, INTERSECTIONS will contractually prohibit vendors of
any sensors used from combining any anonymous aggregated data with other data in any manner that
could make it personally identifiable data. INTERSECTIONS will use the data collected for improving or
developing its service or products, or for any other lawful business purpose. Subject to the foregoing,
Member and its employees, agents, and invitees each hereby release and discharge INTERSECTIONS and
its agents, representatives, and assignees from any and all claims and demands arising out of or in
connection with the use of the Sensors, including any and all claims for invasion of privacy, right of
publicity, misappropriation, misuse, and defamation. Member represents and warrants to
INTERSECTIONS that its employees, agents, and invitees will have been informed of and agreed to this
consent, waiver of liability, and release before they enter that portion of the Premises in which the
Sensors are being used.
(f.) Confidential Information. Member may receive or learn certain confidential information about
INTERSECTIONS or INTERSECTIONS’s other members, including without limitation, information regarding
its or their business operations, business and marketing plans, pricing, technology, finances and
methods (collectively, “Confidential Information”). Member agrees to hold all Confidential Information,
whether belonging to INTERSECTIONS or its other members, in strict confidence and to take all
reasonable precautions to protect such Confidential Information. All terms and conditions of this
Agreement (including, without limitation, pricing-related information) shall be deemed Confidential
Information. Member acknowledges that any disclosure or unauthorized use of INTERSECTIONS’s
Confidential Information will constitute a material breach of this Agreement and cause substantial harm
to INTERSECTIONS for which damages would not be a fully adequate remedy. In the event of any such
breach, INTERSECTIONS will have, in addition to any other available rights and remedies, the right to
injunctive relief (without being required to post any bond or
security). If an employee or agent of INTERSECTIONS becomes aware of any Confidential Information of
Member, INTERSECTIONS agrees to cause such employee or agent to hold such Confidential Information
in strict confidence and to take all reasonable precautions to protect such Confidential Information,
except any disclosure required by law, court order or in connection with a breach of this Agreement by
Member.
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INITIALS INITIALSSection 6. Liability
(a.) Waiver of Claims. Member will be solely responsible for maintaining the insurance coverage
required hereunder and Member will look solely to such insurance for any and all claims, damages,
costs, expenses, liabilities and rights it may have, except to the extent arising or resulting from the gross
negligence or willful misconduct of an INTERSECTIONS Party (defined hereunder). To the maximum
extent permitted by law, Member, on its own behalf and on behalf of its owners, officers, employees,
agents and invitees, hereby Waives (as defined hereunder) any and all claims, actions, damages, costs,
expenses, liabilities and rights against INTERSECTIONS, Property Owner & Manager, their respective
affiliates, and each of their respective past, present and future principals, members, assignees,
managers, directors, officers, employees, agents, successors and assigns (each an “INTERSECTIONS
Party” and collectively, “INTERSECTIONS Parties”) arising or resulting from (i) any injury or damage to, or
destruction, theft, or loss of, any tangible or intangible property located in or about the Office Space, the
Premises or the building in which the Premises is located, (ii) any personal injury, bodily injury or
property damage (as such terms are defined by insurance regulations) occurring in or at the Office
Space, the Premises or the building in which the Premises is located, (iii) the wrongful access or use of
any data or information, or (iv) any loss of use or interruption of Member’s business or any interruption
or stoppage of any Service, except to the extent arising or resulting from the gross negligence or willful
misconduct of an INTERSECTIONS Party. For purposes of this Agreement, “affiliates” of INTERSECTIONS
or of Property Owner & Manager include any person or entity that controls, is controlled by, or is under
common control with INTERSECTIONS or Property Owner & Manager, respectively, including without
limitation, any subsidiaries or parent companies; and the term “Waives” means that Member, and its
owners, officers, employees, agents and invitees waive and knowingly and voluntarily assume the risk
of.
(b.) Disclaimer of Warranties. INTERSECTIONS expressly disclaims and excludes all warranties, whether
express, implied or statutory, with respect to the Office Space, the Premises and the Services provided
by or on behalf of INTERSECTIONS, including but not limited to, any warranty of merchantability, fitness
for a particular purpose, non-infringement, habitability, or quiet enjoyment, or any warranties that may
have arisen or may arise from course of performance, course of dealing or usage of trade.
INTERSECTIONS makes no representations or warranties regarding the quality, reliability, timeliness or
security of the Office Space or any Services provided by or on behalf of INTERSECTIONS, or that any
Services will be uninterrupted or operate error free. The Office Space, Premises and Services provided
by INTERSECTIONS are provided “as is” and “with all faults”.
(c.) Limitation of Liability. The aggregate monetary liability of the INTERSECTIONS Parties to Member, its
owners, officers, employees, agents and invitees for any reason and for all causes of action, whether in
contract, in tort, or otherwise, not otherwise waived as set forth above, will not exceed the total fees
paid by Member to INTERSECTIONS under this Agreement during the twelve (12)-month period prior to
the date on which the cause of action accrued. Notwithstanding anything herein to the contrary, in no
event will any INTERSECTIONS Party be liable for any claim or cause of action, whether in contract, in
tort, or otherwise for any indirect, special, consequential, exemplary, or punitive damages, including but
not limited to, loss of profits or business interruption, even if INTERSECTIONS has been advised of such
damages. Member acknowledges that INTERSECTIONS’s obligations under this Agreement are
consideration for the foregoing limitations of liability. The limitations, waivers, disclaimers and
exclusions in this Agreement apply to the maximum extent allowed by law, even if a remedy fails its
essential purpose.
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INITIALS INITIALS(d.) Limitation of Actions. To the extent not otherwise waived as set forth above, unless otherwise
prohibited by applicable state or federal law, Member must commence any action, suit or proceeding
against any INTERSECTIONS Parties, whether in contract, tort, or otherwise, within one (1) year of the
cause of action’s accrual and Member, on its own behalf and on behalf of its owners, officers,
employees, agents and invitees, hereby Waives any claims not brought within such time period.
(e.) Indemnification. Member will indemnify, defend and hold harmless each of the INTERSECTIONS
Parties from, and against any and all actual claims, actions, proceedings, damages, liabilities, costs and
expenses of every kind, whether known or unknown, including but not limited to reasonable attorney
fees (collectively, “Claim(s)”), to the extent resulting from or arising out of (i) any breach of this
Agreement by Member or Member’s owners, officers, employees, agents, or invitees; or (ii) any actions,
errors, omissions, negligence, willful misconduct or fraud of Member or Member’s owners, officers,
employees, agents or invitees. If any such Claim is brought against any of the INTERSECTIONS Parties,
Member will defend the Claim at Member’s expense, upon written notice from INTERSECTIONS, using
counsel approved by INTERSECTIONS in writing, such approval not to be unreasonably withheld. The
INTERSECTIONS Parties’ refusal to consent to a settlement shall not be deemed unreasonable when the
proposed settlement requires or results in the INTERSECTIONS Parties, or any one of them, admitting to
any wrongdoing or liability.
(f.) Insurance Requirements. Member, at its expense, will maintain at all times during the Term of this
Agreement the following insurance policies: (i) personal property insurance covering any and all
personal property of Member and its owners, officers, employees, agents and invitees from time to
time, within the Office Space, the Premises and/or the building in which the Premises is located, (ii)
workers’ compensation insurance in the minimum amounts required under applicable state law, (iii)
commercial general liability insurance covering personal injury, bodily injury and property damage of no
less than $1,000,000 and (iv) business interruption insurance . All insurance policy(ies) required to be
carried by Member must (1) name, as additional insureds, INTERSECTIONS and its Property Owner &
Manager(s) (including any master Property Owner & Manager and their respective lender(s)), or other
persons with responsibility for the Premises whom INTERSECTIONS may designate in writing to Member,
and (2) be endorsed to waive all rights of subrogation against INTERSECTIONS and its Property Owner &
Manager(s). Upon request from INTERSECTIONS, Member will promptly provide proof of insurance
required to be carried above, and in the form required above, including without limitation, the inclusion
of the required additional insureds and waivers of subrogation. Further, Member, on its own behalf and
on behalf of its employees, agents and invitees, hereby releases INTERSECTIONS from any liability
resulting from, and agrees to waive all rights of recovery against the INTERSECTIONS Parties, on account
of any and all claims it may have against the INTERSECTIONS Parties, and shall cause its insurance
company to waive all such claims by way of subrogation or otherwise. If Member fails to maintain any
insurance required hereunder, INTERSECTIONS’s failure to take any action regarding such breach,
including but not limited to, requesting or requiring proof of the existence of any such insurance at any
time, and/or providing notice to Member of any such non-compliance, will not be considered or
construed in any manner as a waiver of any rights of INTERSECTIONS for such breach, nor will such
failure of Member to carry any such insurance or such failure of INTERSECTIONS to take any action with
regard to such breach impose any obligation or liability on INTERSECTIONS in any manner.
INTERSECTIONS reserves the right, but will not be obligated, to purchase any required insurance on
behalf of Member, at Member’s expense. If Member fails to carry any required insurance and a Claim
occurs that would otherwise be covered by Member’s insurance, INTERSECTIONS, without imposing any
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INITIALS INITIALSliability on INTERSECTIONS or waiving any rights INTERSECTIONS has with regard to Member’s breach,
may, but will not be obligated to, make a claim under any insurance policy carried by INTERSECTIONS to
cover such Claim, in which event Member will be liable to INTERSECTIONS for all costs and expenses of
INTERSECTIONS to cover such Claim, including, but not limited to, the applicable deductible and a
reasonable portion of the premium as determined by INTERSECTIONS. INTERSECTIONS, at its expense,
will maintain during the Term insurance in such amounts as required under INTERSECTIONS’s lease,
management agreement or other agreement to operate and manage the Premises as co-working space
with its Property Owner & Manager for the Premises (as applicable, the “Lease”).
(g.) Non-Solicitation. Member will not, during the Term of this Agreement and for a period of one (1)
year thereafter, solicit the employment of any officer, employee, contractor, subcontractor or service
provider of INTERSECTIONS, which causes such person, directly or indirectly, to decrease or terminate its
employment or business with INTERSECTIONS. If Member hires any employee, contractor or
subcontractor of INTERSECTIONS during the period described, Member will pay to INTERSECTIONS an
amount equal to such person’s annual salary with or fees from INTERSECTIONS. Notwithstanding the
foregoing, nothing in this paragraph shall restrict or preclude Member from hiring any person who
responds to a general solicitation of employment through an advertisement not targeted specifically at
INTERSECTIONS or its employees.
Section 7. General
(a.) Breach of Agreement. In the event of a breach of this Agreement by Member, INTERSECTIONS will
have any and all rights and remedies available to INTERSECTIONS as set forth in the Agreement, at law
and/or in equity, including without limitation, recovery of all court costs and reasonable attorneys’ fees
incurred by INTERSECTIONS in pursuing such remedies, whether legal action is filed or not, all of which
rights and remedies are cumulative and not exclusive of each other.
(b.) Entire Agreement. This Agreement, including all schedules and attachments incorporated by
reference, sets forth the entire understanding of the parties relating to its subject matter, and all other
understandings, written or oral, are superseded. This Agreement will also be deemed to include all
policies, procedures, and requirements published by INTERSECTIONS from time to time, with which
Member hereby agrees to comply. Except as otherwise provided in this Agreement, this Agreement may
not be amended except in a writing executed by both parties.
(c.) Subordination. Notwithstanding anything herein to the contrary, this Agreement is at all times
subject and subordinate to the Lease with Property Owner & Manager and to any other agreements to
which the Lease is subject or subordinate. Member acknowledges that Member has no rights under the
Lease.
(d.) Governing Law; Venue. This Agreement is governed by the laws of California, without giving effect to
any conflict of law principle that would result in the laws of any other jurisdiction governing this
Agreement. Except that either party may seek equitable relief from any court of competent jurisdiction
in Los Angeles County, California, any dispute arising out of or relating to this Agreement—including the
breach, termination, and validity of this Agreement, and the arbitrability of any claim—that cannot be
resolved amicably by mutual agreement shall be finally settled by confidential and binding arbitration in
accordance with the arbitration rules of JAMS then in force by one or more arbitrators appointed in
accordance with said rules. The place of arbitration shall be Los Angeles County, California. In any action,
suit or proceeding between INTERSECTIONS and Member, including any appellate or alternative dispute
resolution proceeding, to enforce rights under this Agreement, the prevailing party shall be entitled to
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INITIALS INITIALSrecover from the non-prevailing party, in addition to any other relief awarded, all of its costs and
expenses in connection therewith, including, but not limited to, reasonable attorneys’ fees.
(e.) Class Action Waiver. Any proceeding to resolve any dispute relating to or arising under this
Agreement in any forum will be conducted solely on an individual basis. Neither party will assert any
claim (including counterclaim) against the other in arbitration or litigation on a class or consolidated
basis, and neither party will pursue or participate in any claim against the other in a representative or
private attorney general capacity. No proceeding will be combined with another without the prior
written consent of all parties to all affected proceedings. This class action waiver precludes
INTERSECTIONS and Member from pursuing, participating in, or being represented in any class,
consolidated, or representative action regarding any claim against the other.
(f.) Waivers. Neither party will be deemed by any act or omission to have waived any of its rights or
remedies hereunder unless such waiver is in writing and signed by the waiving party, and then only to
the extent specifically set forth in writing. No delay or omission by any party in exercising any of said
rights or remedies shall operate as a waiver thereof. Further, one or more waivers of any covenant or
condition by either party will not be construed as a waiver of a subsequent breach of the same covenant
or condition, and the consent or approval by either party to or of any act requiring such consent or
approval will not be deemed to render unnecessary future consent or approval to or of any subsequent
similar act.
(g.) Relationship of the Parties. The parties to this Agreement are independent contractors and will not
be considered agents, employees, servants, joint venturers, or partners of one another. Neither party
has the authority to bind the other party except as explicitly set forth in this Agreement, and neither
party will make any representation or warranty otherwise. INTERSECTIONS will have no responsibility for
any fee or expense incurred by Member in connection with either party’s performance this Agreement,
or provision or use of the Services.
(h.) Successors and Assigns. In the event of any transfer or transfers of INTERSECTIONS's interest in the
Premises, INTERSECTIONS will automatically be relieved of any and all respective obligations accruing
from and after the date of such transfer. Following any such transfer(s), all rights, obligations and
interests of INTERSECTIONS under this Agreement will apply to, inure to the benefit of, and be binding
on any such successors and assigns of INTERSECTIONS.
(i.) No Third-Party Beneficiaries. Except for third parties entitled to indemnity under this Agreement or
third parties whose liability is specifically limited pursuant to the terms of this Agreement, the parties to
this Agreement do not intend to confer any right or remedy on any third party.
(j.) Force Majeure. Neither party is liable for, and will not be considered in default or breach of this
Agreement on account of, any delay or failure to perform as required by this Agreement (with the
exception of Member’s obligation to pay any sum due to INTERSECTIONS hereunder, including without
limitation, the License Fees, which obligation will remain unaffected by the provisions of this paragraph)
as a result of any causes or conditions that are beyond such party’s reasonable control and which such
party is unable to overcome by the exercise of reasonable diligence, provided that the affected party will
use commercially reasonable efforts to promptly resume normal performance. For the avoidance of
doubt, Member’s payment obligations under this Agreement remain unaffected by circumstances
beyond INTERSECTIONS’s reasonable control, including public health crises (such as COVID-19) and
public health measures in response thereto.
(k.) Severability. If a provision of this Agreement is determined to be unenforceable in any respect, the
enforceability of the provision in any other respect and of the remaining provisions of this Agreement
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INITIALS INITIALSwill not be impaired.
(l.) Notices. Unless expressly specified otherwise herein, all notices, requests, demands and other
communications to be delivered hereunder will be in writing and delivered in person, by nationally
recognized overnight carrier, or by registered or certified mail, return-receipt requested and postage
prepaid, to the following addresses: if to INTERSECTIONS, to: INTERSECTIONS, Attn: Head of Legal, 8737
Venice Boulevard, Suite 200, Los Angeles, California 90034; and if to Member: to the address provided
by Member upon execution of this Agreement, and if none, then to the Office Space. All notices will be
deemed effective as of the date of confirmed delivery or refusal of receipt. In addition to the foregoing
methods, notices from INTERSECTIONS to Member may also be delivered by email to the email address
provided by Member upon execution of this Agreement. Notices of non-renewal by Member may, at the
Member’s option, be delivered by email to the INTERSECTIONS email address provided to Member upon
execution of this Agreement. Delivery of notices by email hereunder will be deemed effective upon
transmission. Each party may update its respective address and/or e-mail address from time to time
upon written notice to the other. Member must promptly provide INTERSECTIONS with any change of
address, e-mail address and other contact information (including phone number). Member agrees to
accept community-wide emails sent out to all members by INTERSECTIONS from time to time, which will
be the responsibility of Member to review.
(m.) Updates to Agreement; License Fee Changes. Notwithstanding any other provision in this
Agreement, INTERSECTIONS may from time to time update the terms of this Agreement by providing at
least thirty (30) days’ notice to Member; provided that such updates shall not materially interfere with
Member’s rights under this Agreement or impose any additional material obligations on Member.
Member acknowledges that Member’s continued use of the Office Space and/or Services beyond such
thirty (30)-day period will constitute acceptance of such updated terms. In addition, License Fees are
subject to change during the Renewal Term, if any, in INTERSECTIONS’s sole discretion upon eighty (80)
days’ written notice prior to the start of the applicable Renewal Term, provided that price adjustments
will not exceed 7.5% at a time. Please keep in mind that INTERSECTIONS must receive a Non-Renewal
Notice at least two (2) calendar months prior to the end of the then-current term to properly terminate
this Agreement. Therefore, Member will have approximately 20 days to make a determination on
whether or not to auto renew this Agreement. Member acknowledges that INTERSECTIONS may serve
notice of any changes to Services, fees (other than License Fees hereunder) or other updates through
community-wide emails sent out to all members or through notices posted at the Premises, and
Member agrees to accept and review such community-wide notices.
(n.) Accord and Satisfaction. No payment by Member or receipt by INTERSECTIONS of a lesser amount
than required hereunder will be deemed to be other than on account of the earliest amounts due
hereunder, nor will any endorsement or statement on any check or any letter accompanying any check
or payment be deemed an accord and satisfaction and INTERSECTIONS may accept such check or
payment without prejudice to its rights to recover the balance of such amounts or pursue any other
rights and remedies it has under this Agreement.
(o.) Time of Essence. Time is of the essence with respect to the performance of each of Member’s
obligations under this Agreement.
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INITIALS