DESCRIPTION OF SERVICES. The Farm Soho may provide you with access to office space, workstations, internet access, office equipment, conference space, knowledge resources, and other services (collectively or in part “Services”). The use of Services shall in no way be understood as granting you any title, easement, lien, possession or related rights in the premises located at 447 Broadway, New York, NY 10013. All rights hereunder are purely contractual and you shall not receive, or claim to have received whether expressly or implicitly, any tenancy rights whatsoever. You acknowledge and represents that the TOU herein provides no rights under the The Farm Soho’s lease, that you are not in privy with Landlord, and that you shall have no right to bring or make any claims against the Landlord of 447 Broadway, New York, NY 10013 or any of Landlord’s officers, agents, shareholders, members, representatives, employees, successors and assigns.
AUTHORITY. You hereby represent and warrant that you have all requisite legal power and authority to enter into the TOU, the Member Agreement and abide by the guidelines outlined in the Member Guide and no further authorization or approval is necessary. You are advised to review the terms and conditions outlined in the TOU and Member Agreement with an attorney. Further, you acknowledge that your continued use of Services is understood as explicit acceptance of the prevailing TOU, Member Agreement and guidelines found in the Member Guide.
UNLAWFUL OR PROHIBITED USE. As a condition of your use of the Services, you will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions and notices, prohibited by local law or that deviate from those guidelines outlined in the Member Guide. You may not use the Services in any manner that could damage, disable, overburden, or impair any The Farm Soho property or services, or interfere with any other party’s use and enjoyment of any Services. You further represent and warrant that your participation or use of the Services will not conflict with or result in any breach of any license, contract, agreement or other instrument or obligation to which you are a party.
USE OF SERVICES. You agree that when participating in or using the Services, you will not:
a. Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming, spamming or any duplicative or unsolicited message (commercial or otherwise);
b. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
c. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through The Farm Soho servers or bandwidth;
d. Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same;
e. Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party;
f. Upload files that contain viruses, Trojan Horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;
g. Download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;
h. Restrict or inhibit any other user from using and enjoying the Services;
i. Violate any code of conduct or other guidelines which may be applicable for any particular Service;
j. Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party;
k. Violate any applicable laws or regulations;
l. Create a false identity for the purpose of misleading others;
m. Obstruct any entranceway, create any circumstances of disrepair or damage any The Farm Soho property or premises;
n. Enable any other individual unauthorized access to the Services;
o. Engage in any activity that impedes on other’s rights to enjoy a professional environment or imposes on other’s enjoyment of Services;
p. Otherwise violate the Member Agreement, this TOU or any of the Member Guide terms, conditions or provisions in whole or in part.
EXCLUSIVITY. During the term of the license, The Farm Soho does not grant any exclusive rights to you, and you acknowledge that Services may be offered to others under similar or different terms as set forth herein. The Services herein granted may not be transferred to any other person or entity. The Farm Soho may amend services and shall not be responsible for any loss of income, relocation expenses or any other costs directly or indirectly associated with any such changes. The Farm Soho shall not be responsible for any inconvenience or expenses resulting from change of Service with respect to third parties and you shall indemnify The Farm Soho and hold The Farm Soho harmless as to all claims by such parties made in conjunction with any change of Services by The Farm Soho.
DAMAGE. You shall be wholly responsible for any damage, exceeding normal wear and tear, caused by your acts and/or omissions or the acts and/or omissions of your agents and/or invitees.
DISCLOSURES. The Farm Soho reserves the right at all times to disclose any information about you and/or your participation in and use of the Services as The Farm Soho deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in The Farm Soho’s sole discretion. Further, you agree to allow The Farm Soho to represent you, your organization and / or your company’s participation in and use of Services in all forms of communication, whether in digital, print or otherwise and to share your personal contact details.
CONFIDENTIALITY. You acknowledge and agree that during your participation in and use of the Services you may be exposed to Confidential Information. “Confidential Information” shall mean all information, in whole or in part, that is disclosed by The Farm Soho or any participant or user of the Services, or any employee, affiliate, or agent thereof, that is nonpublic, confidential or proprietary in nature. Confidential Information also includes, without limitation, information about business, sales, operations, knowhow, trade secrets, technology, products, employees, customers, marketing plans, financial information, services, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of The Farm Soho, any analyses, compilations, studies or other documents prepared by The Farm Soho or otherwise derived in any manner from the Confidential Information and any information that you are obligated to keep confidential or know or have reason to know should be treated as confidential. Your participation in and/or use of the Services obligates you to: i. Maintain all Confidential Information in strict confidence; ii. Not to disclose Confidential Information to any third parties; iii. Not to use Confidential Information in any way directly or indirectly detrimental to The Farm Soho or any participant or user of the Services. All Confidential Information remains the sole and exclusive property of The Farm Soho or the respective disclosing party. You acknowledge and agree that nothing in the Member Agreement, this TOU or Member Guide, or your participation or use of the Services, will be construed as granting any rights to you, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of The Farm Soho or any participant or user of the Services.
PARTICIPATION IN OR USE OF SERVICES. You acknowledge that you are participating in, or using the Services of your own free will and decision. You acknowledge that The Farm Soho does not have any liability with respect to your access, participation in, use of the Services, or any loss of information resulting from such participation or use.
DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE FARM SOHO PROVIDES THE SERVICES “AS IS” AND WITH ALL FAULTS, AND HEREBY DISCLAIMS WITH RESPECT TO THE SERVICES ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) WARRANTIES, DUTIES OR CONDITIONS OF OR RELATED TO: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF RESPONSES, RESULTS, WORKMANLIKE EFFORT AND LACK OF NEGLIGENCE. ALSO, THERE IS NO WARRANTY, DUTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT CONCERNING ANY USE OF THE SERVICES. THE ENTIRE RISK AS TO THE QUALITY, OR ARISING OUT OF PARTICIPATION IN OR THE USE OF, THE SERVICES, REMAINS WITH YOU.
EXCLUSIONS OF INCIDENTAL, CONSEQUENTIAL AND OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE FARM SOHO OR ITS SUBSIDIARIES (WHETHER OR NOT WHOLLY-OWNED), AFFILIATES, DIVISIONS, AND THEIR PAST, PRESENT AND FUTURE OFFICERS, AGENTS, SHAREHOLDERS, MEMBERS, REPRESENT A TIVES, EMPLOYEES, SUCCESSORS AND ASSIGNS, JOINTLY AND INDIVIDUALLY BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE), NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE PARTICIPATION IN OR INABILITY TO PARTICIPATE IN OR USE OF THE SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF THE FARM SOHO, AND EVEN IF THE FARM SOHO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LIMITATION OF LIABILITY AND REMEDIES. NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF THE FARM SOHO OR ITS SUBSIDIARIES (WHETHER OR NOT WHOLLY-OWNED), AFFILIATES, DIVISIONS, AND THEIR PAST, PRESENT AND FUTURE OFFICERS, AGENTS, SHAREHOLDERS, MEMBERS, REPRESENT A TIVES, EMPLOYEES, SUCCESSORS AND ASSIGNS UNDER ANY PROVISION OF THIS TOU AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO ACTUAL DAMAGES INCURRED BY YOU BASED ON REASONABLE RELIANCE UP TO TEN DOLLARS (USD $10.00). THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
TERMINATION. The Farm Soho reserves the right to terminate any Service at any time. The Farm Soho further reserves the right to terminate your participation in and use of any Services, immediately and without notice, if you fail to comply with the TOU or Member Guide. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT NEITHER THE SERVICES PROVIDED BY THE FARM SOHO NOR THIS AGREEMENT SHALL IN ANY MANNER CONSTITUTE A LANDLORD/TENANT RELATIONSHIP, AND THE FARM SOHO MAY IMMEDIATELY TERMINATE THE SERVICES FOR ANY REASON AT ANY TIME. Upon termination, you agree to immediately remove any and all of your personal property from the Premises.
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 The Farm Soho, or any of The Farm Soho’s officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law.
INDEMNIFICATION. You release, and hereby agree to indemnify, defend and save harmless The Farm Soho and The Farm Soho’s subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses (including, without limitation, reasonable attorney’s fees), judgments, fines and penalties based upon or arising out of your negligent actions, errors and omissions, willful misconduct and/or fraud in connection with the participation in or use of the Services. You further agree in the event that you bring a claim or lawsuit in violation of this agreement, you shall be liable for any attorneys’ fees and costs incurred by The Farm Soho or its respective officers and agents in connection with the defense of such claim or lawsuit.
INSURANCE. As required by the owner of building located at 447 Broadway New York NY 10013, The Farm Soho carries General Liability and Property insurance. It is understood that the The Farm Soho General Liability and Property policy does not extend coverage to you, your employees, invitees, guests, shareholders or any other parties. While The Farm Soho employs certain safeguards and security measures within the Premises, The Farm Soho does not assume any liability for damage, theft or loss of personal property. The Farm Soho members are not required, but it is strongly suggested that they carry an insurance policy to cover their own equipment and personal property while using our space. That policy may cover your current residence/office, as well as the Premises of The Farm Soho.
ADDITIONAL GENERAL TERMS. By clicking on i agree TOU, you furthermore agree to the following additional general terms and conditions of your membership:
a. You shall not place anything, or allow anything to be placed, in the common areas, in any, or near the glass or any window, door, partition or wall which may in The Farm Soho's judgment, appear unsightly from the common areas or from the outside of the building in which the Premises are situated (“Building”).
b. The sidewalks, halls, passages, exits, entrances, elevators and stairways shall not be obstructed or used for any purposes other than for ingress to and egress from the Premises. The halls, passages, exits, entrances, elevators, stairways, balconies and roof are not for the use of the general public and The Farm Soho shall, in all cases, retain the right to control and prevent access thereto by all persons whose presence in the judgment of The Farm Soho, reasonably exercised, shall be prejudicial to the safety, character, reputation and interests of the Building. Neither you nor any of your employees or invitees shall go upon the roof of the Building.
c. The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any purposes other than that for which they were constructed, and no foreign substance of any kind whatsoever shall be thrown therein, and to the extent caused by you or your employees or invitees, the expense of any breakage, stoppage or damage resulting from the violation of this norm shall be borne by you.
d. You shall not cause any unnecessary janitorial labor or services by reason of your carelessness or indifference in the preservation of good order and cleanliness.
f. You shall not bring upon, use or keep in the Premises or the Building, any kerosene, gasoline or inflammable or combustible fluid or material, or use any method of heating or air conditioning other than that supplied by The Farm Soho.
g. The Farm Soho shall have sole power to direct electricians to where and how wires are to be introduced. No boring or cutting of wires is to be allowed without the consent of The Farm Soho. The locations of telephones, call boxes, network points, routers and other office equipment affixed to the Premises are determined by The Farm Soho, in its sole discretion.
h. You shall not use the Premises for lodging or dwelling.
i. You shall not install any wall or floor covering in any manner except as approved by The Farm Soho.
j. No furniture, packages, supplies, equipment or merchandise will be received in the Building or carried up or down in the elevator or stairways, except between such hours and in such elevator and stairways as shall be designated by The Farm Soho.
k. You shall not cause any door to remain open that may allow others to enter Building or Premises without prior authorization.
l. Without the prior written consent of The Farm Soho, you shall not use the name of the Building or any picture of the Building in connection with, or in promoting or advertising your business, except you may use the address of the Building as the address of your business.
m. You shall cooperate fully with The Farm Soho to assure the most effective operation of the Premises' or the Building's heat and air conditioning, and shall refrain from attempting to adjust any controls, nor shall you leave any doors or windows ajar that would affect the temperature of the Premises or Building.
n. Except for The Farm Soho's gross negligence, you assume full responsibility for protecting the Premises from theft, robbery and pilferage, which includes keeping doors locked and other means of entry to the Premises closed and secured.
o. Except with the prior written consent of The Farm Soho, you shall not sell or cause to be sold any items or services at retail in or from the Premises, nor shall you carry on or permit or allow any employee or person to carry on the business of machine copying, stenography, typewriting or similar business in or from the Premises for the service or accommodation of occupants of any other portion of the Building without written consent of The Farm Soho.
p. You shall not conduct any auction nor permit any fire or bankruptcy sale to be held on the Premises, nor store goods, wares or merchandise on the Premises. You shall not allow any vending machines on the Premises without The Farm Soho's prior consent.
r. Any individual you invite or escort into the Building or Premises must check-in at the front kiosk without exception on every occasion of their entry to the Premises.
s. You shall not change locks or install other locks on doors without the prior written consent of The Farm Soho.
t. You shall give prompt notice to The Farm Soho of any accidents to or defects in plumbing, electrical fixtures or heating apparatus reasonably known to you so the same may be attended to properly.
u. No safes or other objects larger or heavier than the freight elevators of the Building are limited to carry shall be brought into or installed on or in the Premises. The Farm Soho shall have the power to prescribe the weight and position of such safes or other objects which shall, if considered necessary by The Farm Soho, be required to be supported by such additional materials placed on the floor as The Farm Soho may direct, and at your expense. In no event can these items exceed a weight for which the floor is designed. v. Internet Policy: Wireless access to The Internet is provided during your membership. Service interruptions, if they occur, will be handled as promptly as possible. The Farm Soho is not responsible for any data, business or other losses as a result of such interruptions. You are responsible to protect your own computer and data from electrical surges, theft, virus, or other malicious attack. Unless otherwise set forth by The Farm Soho in writing, you are receiving a single user account solely for your use of the Services through one unit per login session. You agree not to resell any aspect of the Service, whether for profit or otherwise, share your IP address or ISP Internet connection with anyone, access the Service simultaneously through multiple units or to authorize any other individual or entity to use the Service. You agree that sharing the Service with another party breaches this TOU and may constitute fraud or theft, for which The Farm Soho reserve all rights and remedies. You have no proprietary or ownership rights to a specific IP or other address, log-in name, or password that you use on our network. The Farm Soho may change your address, log-in name or password at any time. The Farm Soho will assign you an IP address each time you access the Service, and it will vary. You may not assign your log-in name, password or IP address to any other person. You agree not to use the Service, any The Farm Soho or related network or website for any fraudulent, unlawful, harassing or abusive purpose, or so as to damage or cause risk to our business, reputation, employees, subscribers, facilities, or to any person. Improper uses include, but are not limited to:
I. violating any applicable law or regulation;
II. Posting or transmitting content you do not have the right to post or transmit;
III. Posting or transmitting content that infringes a third party's trademark, patent, trade secret, copyright, publicity, privacy, or other right;
IV. Posting or transmitting content that is unlawful, untrue, stalking, harassing, libelous, defamatory, abusive, tortious, threatening, obscene, hateful, harmful or otherwise objectionable as determined in our sole discretion;
V. Attempting to intercept, collect or store data about third parties without their knowledge or consent;
VI. Deleting, tampering with or revising any material posted by any other person or entity;
VII. Accessing, tampering with or using non-public areas of the Service or any The Farm Soho or related website, computer systems or network;
VIII. Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures;
IX. Attempting to access or search the Service or any The Farm Soho or related network or website with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by The Farm Soho or other generally available third party web browser;
X. Sending unsolicited messages, including without limitation, promotions or advertisements for products or services, "pyramid schemes", "spam", "chain mail" or "junk mail";
XI. Using the Service or any The Farm Soho or related website or network to send altered, deceptive or false source-identifying information;
XIl. Attempting to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Service or any The Farm Soho or related website or network;
XIII. Interfering or attempting to interfere with the access of any user, host or network, including without limitation, sending a "virus" to the Service or any The Farm Soho or related website or network, overloading, "flooding," "spamming," "crashing," or "mailbombing" the Service or any The Farm Soho or related website or network; or
XIV. Impersonating or misrepresenting your affiliation with any person or entity. If The Farm Soho suspects violations of any of the above, The Farm Soho will investigate and may institute legal action, immediately deactivate Service to any account without prior notice to you, and cooperate with law enforcement authorities in bringing legal proceedings against violators. You agree to reasonably cooperate with The Farm Soho in investigating suspected violations.
v. You shall not install, maintain or otherwise locate at The Farm Soho any computer server of any kind, whether hardware or software.
ENTIRE AGREEMENT. This TOU, the Member Agreement, and Member Guide constitute the entire agreement between the parties pertaining to the subject matter contained therein, and supersede all prior and contemporaneous agreements, representations, and understandings of the parties pertaining to such subject matter.
SEVERABILITY. In the event that any provision or portion of this TOU, the Member Agreement or Member Guide is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this TOU, the Member Agreement and Member Guide shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.
WAIVERS. No waiver shall be binding on The Farm Soho unless executed in writing by an authorized representative of The Farm Soho.
SUCCESSORS AND ASSIGNS. This TOU, the Member Agreement and Member Guide shall be binding on your heirs, legal representative, successors and assigns. ASSIGNMENT. In no event may you assign in whole or in part your membership or use of the Services, without the advance written consent of The Farm Soho. NOTICE. All notices, requests, demands or other communications for which this TOU, the Member Agreement or Member Guide provides shall be in writing and shall be addressed at the following addresses: If to The Farm Soho:
The Farm Soho 447 Broadway / 2nd Floor New York, NY 10013 Attn: Member Services
If to you: At the Billing Address or Email set forth on the Membership Agreement or such other address as any party may designate in writing. All notices under this TOU, the Member Agreement and Member Guide shall be effective: (a) forty-eight (48) hours after deposit in the U.S. Mail, postage prepaid, registered or certified mail, return receipt requested; (b) Upon delivery, if delivered in person to the address set forth above; or (c) upon delivery, if sent by commercial express service, such as Federal Express, except that notices of change of address shall be effective upon receipt ; or (d) forty-eight (48) hours if sent and received via electronic mail.
LEGAL FEES. If The Farm Soho shall bring any action for any relief against you arising out of this TOU, the Member Agreement or Member Guide, the losing party shall pay to the prevailing party a reasonable sum for attorneys' fees and costs incurred in bringing such suit and/or enforcing any judgment granted therein, all of which shall be deemed to have accrued upon the commencement of such action and shall be paid whether or not such action is prosecuted to judgment.