- Right to Use of Space. The space available for use by a user (“Customer”), the date and hours of use, related services and fee due to AgilQuest for that specific space and time shall be as set forth in the order form for the space signed by Customer and AgilQuest (“Order”). Chairs, tables and other furniture normally used in the space will be available without additional charge, but special set-ups of this furniture is not included.
- Fee and Payment: Payment for use of AgilSpace must be made prior to the period of use. All payments are nonrefundable. Fees are set forth on the AgilQuest website at www.agilquest.com/agilspace and are subject to change without notice. Customer may be required to provide a security deposit to cover any amounts that may become due under Section 3 below (the “Deposit”). Any Deposit not used shall be returned within seven days of the conclusion of the event.
- Usage of AgilSpace:
- Permitted Use. Customer may use AgilSpace only for the purpose indicated on the Order. Customer may not permit any greater number of people to enter AgilSpace than the number indicated in the Order.
- Condition of Space. Customer shall use the AgilSpace with sufficient care that no harm is caused to it other than ordinary wear and tear. Customer is responsible for any damage to AgilSpace that occurs during Customer’s use of such space, furnishings and equipment, and for any lost revenue or damage of any kind resulting from any such damage. AgilQuest may apply any Deposit to the cost of any repair or replacement required as a result of Customers’ breach of this Section, to recovery of any lost revenue and to any other damages of any kind suffered by AgilQuest as a result of such breach. If the Deposit is inadequate to cover the cost of such damages, Customer shall pay the amount not covered by the Deposit to AgilQuest immediately upon demand.
- Restrictions on Use of Equipment. Customer will not bring into the AgilSpace any equipment or other items other than those expressly permitted under the Order. If the Customer leaves any such items in the space AgilQuest may dispose of it as its chooses and shall have no liability to Customer for such disposal. Furthermore, AgilQuest may charge Customer for the reasonable cost, if any, of such disposal.
- Responsibility for Space. Customer shall provide AgilQuest with the name, e-mail and mobile telephone number of an individual who will have responsibility, and authority, to act as Customer’s agent in connection with this Agreement at all times during Customer’s use of AgilSpace (“Event Contact”). The Event Contact shall be present at all times in the AgilSpace while used by Customer, shall be knowledgeable about the terms of this Agreement, and shall use all reasonable efforts to ensure compliance with this Agreement and the Code of Conduct.
- Catering and Other Services: Customer may use a catering service and/or other services not provided by AgilQuest only to the extent indicated on the applicable Order.
- Code of Conduct; Compliance with Law: Customer agrees to abide by AgilQuest’s code of conduct for AgilSpace (the “Code of Conduct”) attached hereto as Exhibit A. Customer shall comply with all applicable federal, state and local laws, ordinances, codes, rules, permits, licensing conditions and regulations. In case of breach of this Section 5, Customer’s right to the use of the AgilSpace shall terminate immediately upon notice to the Customer. Notwithstanding anything to the contrary in Section 11.h below, such notice shall be effective if given orally, and may be given to the Event Contact, or to any and all individuals present in AgilSpace at the time such breach occurs.
- Relationship of Parties: It is understood by the Customer and AgilQuest that this Agreement constitutes an Agreement, not a lease, and that the relationship of the parties hereunder in respect to use of AgilSpace and other services is that of an owner and invitee, and not that of landlord and tenant.
- Publicity: Customer agrees to permit AgilQuest to list Customer as a user of AgilSpace on AgilQuest’s website.
- Insurance and Risk of Loss: Customer is solely responsible for all loss of all personal property that it brings, or permits to be brought into AgilSpace. Neither AgilQuest nor any of its officers, agents or employees, shall be liable for any injury, damage or loss to person or property occurring on or about AgilSpace or the property on which AgilSpace is located, arising out of or related to the use of AgilSpace by Customer, or related to or arising out of Customer’s breach of this agreement, or out of the negligence or misconduct of Customer, its officers, agents, employees or invitees (each item referred to in this sentenced being a “Customer Liability”). Customer shall defend, indemnify and hold harmless AgilQuest, its officers, agents and employees from any and all losses, expenses, demands, actions, suits, claims or liabilities of whatsoever nature resulting from any Customer Liability.
- Limitation of Liability and Remedies: To the maximum extent permitted by applicable law, AgilQuest shall not be liable to Customer in respect of any loss or damage that the Customer suffers arising from or related to this Agreement, use of AgilSpace, except to the extent resulting from AgilQuest’s negligence or intentional wrongful acts.
- Destruction and Disaster: If, during the term of this Agreement, AgilSpace is so damaged by fire or other catastrophe that the AgilSpace to be used by Customer under any Order is rendered wholly or substantially unfit for the intended use, AgilQuest shall notify Customer promptly and shall refund any Deposit made in connection with the Order. In that case, the Order shall be cancelled, and neither Customer nor AgilQuest will have any liability of any kind to the other relating to or arising from such cancellation.
- Entire Agreement. This Agreement contains all the understandings and agreements of the parties, and may be changed only by an agreement in writing signed by the parties hereto.
- Customer shall not make or permit an assignment of this Agreement or any other right of Customer herein, either in total or in part, by operation of law or otherwise, without the prior written consent of AgilQuest, which consent may be withheld at the sole and absolute discretion of AgilQuest.
- Governing Law and Venue. The validity, interpretation and effect of this Agreement shall be governed by the laws of the Commonwealth of Virginia, without reference to its conflicts of law principles. Any disputes arising out of this Agreement shall be adjudicated in the state or federal courts of the Commonwealth of Virginia in judicial district in which AgilQuest is located, to which jurisdiction the parties hereby irrevocably submit. In the event litigation relating to this Agreement is filed by either party, the non-prevailing party in such litigation will pay the prevailing party’s costs resulting from the litigation, including reasonable attorneys’ fees.
- Authority. Any person executing this Agreement expressly warrants that he/she is the authorized representative of the party for which he/she has signed.
- Waiver. Failure of either party to exercise any right provided for herein shall not be deemed a waiver of any right hereunder.
- Severability: In the event that any one or more of the provisions of this Agreement or of any exhibit hereto is deemed to be invalid or otherwise unenforceable, the enforceability of the remaining provisions of shall be unimpaired.
- Survival. Any term or provision of this Agreement, or portion thereof, which by its nature survives the termination or expiration of this Agreement, shall so survive.
- Notices. Any noticerequired or allowed to be delivered under this Agreement shall be effectively delivered to Customer if delivered to the by personal service, first class mail, e-mail (return receipt requested) or express carrier (, Fed Ex) (a) if to the Customer, to the individual designated on the Order as the Customer Contact, at the address of the Customer shown on the Order, (b) if to AgilQuest, to the contact provided on the AgilSpace page of the AgilQuest website at agilquest.com. Either Party, by notice to the other as provided in this paragraph, may designate any other individual, address or number in place of those described above.
CODE OF CONDUCT
The following rules apply to all Customers when present in AgilSpace at any time:
- Smoking is not permitted in or around AgilSpace.
- Firearms, intoxicating drugs, candles, nudity, loud offensive language, unsafe behavior, explosives, fireworks, flammable, radioactive or potentially hazardous materials are not permitted in or around AgilSpace.
- No appliances may be used in or around AgilSpace other than (1) appliances provided by AgilQuest in a kitchen located in AgilSpace, or 92) appliances permitted to be used as expressly provided in an Order.
- AgilSpace kitchen is not to be used for event food preparation. The oven may be used to warm foods and the refrigerator to keep items chilled.
- Alcoholic beverages are permitted only with prior approval of AgilQuest management. In the case of special events, the member must obtain the appropriate municipal permits and liquor liability insurance and provide such permits and evidence of such insurance to AgilQuest prior to the event.
- Behavior deemed by AgilQuest, in its sole discretion, to be damaging to the image or reputation of AgilQuest is not permitted. In particular, but without limitation, behavior involving moral turpitude or resulting in investigations by law enforcement officials, shall be deemed inappropriate.
- No speakers or loud music may be used outside of an AgilSpace building due to noise ordinances in the surrounding neighborhoods.
- Parking may be used only for automobiles and motorcycles. If there is a need for buses, recreation vehicles or outdoor displays, AgilQuest’s prior permission is required and must be reflected on the applicable Order.