Terms & Conditions

1. STANDARD SERVICES
A. SERVICES. We provide you with certain services on an as-requested basis, subject to the availability of Workspace by Rockefeller Group staff. We will not be responsible for any delay in service due to the unavailability of such staff. The fee schedule for these services is available upon request and may be updated from time to time. The fees are charged to your account and are payable on the monthly billing date. You agree to pay all charges authorized by you or your employees.
If you request the use of services outside of the Center’s normal opening hours, we will try to accommodate you, subject to the availability of Workspace by Rockefeller Group staff. If we decide in our sole discretion that a request for any particular service is excessive, we reserve the right to charge an additional fee at our usual published rates based on the time taken to complete such service.
Workspace by Rockefeller Group and its designees are the only service providers authorized to provide services in the workspace. You agree that neither you nor your employees will solicit other clients of the workspace or other outside parties to provide any service provided by Workspace by Rockefeller Group, its affiliates or its designees, or otherwise.
B. INTERNET ACCESS. We do not make any representations as to the security of our network (or the internet) or any information that you place on it. You should employ whatever security measures (such as encryption) you believe are appropriate for your protection.
We cannot guarantee that a particular degree of availability will be attained in connection with your use of the internet or network services.
2. PAYMENTS.  You agree to pay (i) the initial charges set forth on the Term Sheet upon execution of this Agreement and (ii) your Fixed Monthly Charges and additional service fees, and all applicable sales and use taxes on services to be provided in the following month in advance in full on the 1st of every month. You will be charged a late fee equivalent to 5% of the balance due if payment is not received by the 5th of every month. If you dispute any portion of the charges on your bill, you agree to pay the undisputed portion on the designated payment date. You agree that charges must be disputed within ninety (90) days or you waive your right to dispute such charges.
You agree to pay promptly all (i) sales, use, excise, and any other taxes, surcharges, or license fees which you are required to pay to any governmental authority (and, at our request, will provide to us evidence of such payment), and (ii) any taxes paid by us attributable to your accommodation, including, without limitation, any gross receipts, rent and occupancy taxes, surcharge fees or tangible personal property taxes.
You will pay a fee of $100.00 (or the maximum amount permitted by law) for the return of any payment for insufficient funds.
3. SERVICE RETAINER. When you sign this Agreement you are required to pay a Service Retainer as part of your initial charges as security for the performance of your obligations under this Agreement. The Service Retainer will not be kept in a separate account from other funds of Workspace by Rockefeller Group and no interest will be paid to you on this amount. The Service Retainer may be applied to outstanding charges at any time at our discretion. We have the right to require that you replace retainer funds that we apply to your charges and to increase retainer funds if (i) you frequently fail to pay us on time or (ii) your outstanding fees exceed the Service Retainer held. At the end of the term of this Agreement, if you have satisfied all of your payment obligations, we will refund your Service Retainer within sixty (60) days thereafter.
4. USE OF OFFICE ACCOMMODATION. You agree to use the services and facilities as required by-laws, ordinances, and regulations which apply to your operations, including those which require you to have licenses and/or permits. Neither you as Client nor any occupant of the office(s) shall use the words “Workspace by Rockefeller Group”, or any simulation thereof, for any purpose whatsoever, including (but not limited to) as or for any corporate, firm, or trade name, trademark or designation or description of merchandise or services.
5. NAME AND ADDRESS. You may only carry on that business in your name or some other name upon which we previously agreed. At your request and cost, we will include that name in the house directory at the Workspace, where this is available
You may use the Workspace address as your business address. You acknowledge that you have read and understood United States Post Office Form #1583 and understand that in the event your use of this address terminates, it will be your responsibility to notify all parties of the termination of the use of the Center’s address. If this Agreement terminates or any or all of the Monthly Charges and additional service fees are not paid when due, Workspace by Rockefeller Group may terminate your right to use the Workspace's address and at Workspace by Rockefeller Group's election, and upon reasonable notice, may either (i) return all mail to senders or (ii) destroy said mail.
6. OUR PROPERTY. You must take good care of and not damage or make any changes to the facilities, furnishings, and equipment we provide to you or remove any of such furnishings and equipment from the center.
7. KEYS AND SECURITY. Any keys or entry cards that we let you use remain our property at all times. You must not make any copies of them or allow anyone else to use them without our consent. Any loss must be reported to us immediately and you must pay the cost of replacement keys or cards and or changing locks if required.
8. COMPLIANCE WITH LAW. You must comply with all relevant laws and regulations in the conduct of your business. You must do nothing illegal. You must not do anything that interferes with the use of the Workspace by Rockefeller Group or by anyone else, cause any nuisance or annoyance, increase insurance premiums payable by Workspace by Rockefeller Group or its affiliates, or cause loss or damage to us or to the owner of any interest in the building in which the Workspace is located. If you do not comply with the provisions of this paragraph, we may immediately terminate this Agreement or any other agreement you have with us.
9. CONDUCT. You acknowledge that Workspace by Rockefeller Group is and will continue to be an equal opportunity employer and that Workspace by Rockefeller Group prohibits any form of discrimination in employment, against any of its employees (whether by its employees, its clients, including you, or others), including, based on race, color, creed, religion, age, gender, marital status, sexual orientation, national origin, or disability, or other characteristics protected by law. In recognition of this policy, you and your officers, directors, employees, shareholders, partners, agents, representatives, contractors, customers, or invitees shall be prohibited from participating in any type of harassing or abusive behavior to employees of Workspace by Rockefeller Group or its affiliates, other clients or invitees, verbal or physical in the Workspace for any reason. You further agree, upon the request of Workspace by Rockefeller Group, to cooperate with Workspace by Rockefeller Group in its efforts to enforce and maintain its equal employment opportunity, non-discrimination, and anti-harassment policies. Workspace by Rockefeller Group may immediately terminate this Agreement if you or any of your staff engage in any behavior that Workspace by Rockefeller Group deems is contrary to its policies.
Notwithstanding the above, you will indemnify and hold harmless Workspace by Rockefeller Group for any damages, costs, liabilities, and reasonable attorneys’ fees incurred by it under applicable employment non-discrimination laws (whether federal, state, or local) as a result of your or any of your staff’s conduct toward RGBC’s employees or other users or occupants of the Center and/or failure to comply with your obligations hereunder.
10. DAMAGES AND INSURANCE. You are responsible for any damage you cause to the Workspace beyond normal wear and tear. You are responsible for arranging insurance for your personal property against all risks and your liability to and for your employees and third parties. You have the risk of damage, loss, theft, or misappropriation concerning any of your personal property and liability to and for your employees and third parties. You agree to waive any right of recovery against Workspace by Rockefeller Group, its directors, officers, and employees for any damage, loss, theft, or misappropriation of your property under your control and any liability to and for your employees and third parties. All property in your office(s) is understood to be under your control.
11. INDEMNITIES. You must indemnify us concerning all liability, claims, damages, loss, and expenses that may arise (except to the extent caused by our gross negligence):
(i) if someone dies or is injured while in the accommodation you are using;
(ii) from a third party in respect of your use of the Workspace and the services; or
(iii) if you do not comply with the terms of your Agreement.
You must also pay any costs, including reasonable legal fees, which we incur in enforcing your Agreement.
12. OUR LIMITATION OF LIABILITY. You acknowledge that due to the imperfect nature of verbal, written, and electronic communications, neither Workspace by Rockefeller Group nor its affiliates, its landlord, or any of their respective officers, directors, employees, partners, agents, or representatives shall be responsible for damages, direct or consequential, that may result from the failure of Workspace by Rockefeller Group to furnish any service, including but not limited to the service of conveying messages, communications, and other utility or services. Your sole remedy and Workspace by Rockefeller Group’s sole obligation for any failure to render any service, any error or omission, or any delay or interruption of any service, is limited to an adjustment to your bill in an amount equal to the charge for such service for the period during which the failure, delay or interruption continues.
WITH THE SOLE EXCEPTION OF THE REMEDY DESCRIBED ABOVE, YOU EXPRESSLY AND SPECIFICALLY AGREE TO WAIVE AND AGREE NOT TO MAKE, ANY CLAIM FOR DAMAGES, DIRECT OR CONSEQUENTIAL, INCLUDING CONCERNING LOST BUSINESS OR PROFITS, ARISING OUT OF ANY FAILURE TO FURNISH ANY SERVICE, ANY ERROR OR OMISSION WITH RESPECT THERETO, OR ANY DELAY OR INTERRUPTION OF SERVICES. RGBC DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Workspace by Rockefeller Group and our affiliates and/or our landlord is not liable to you, or to anyone you invite or permit into our offices or areas, for any injury (including death), loss, or damage resulting from the actions or omissions of our employees, clients, their guests, or anyone else, or resulting from any condition or failure of the offices' access, facilities and/or areas provided by us. You waive all claims you may come to have against us and/or our landlord for damage or loss to your property arising from fire, theft, or other occurrences.
13. SUSPENSION OF SERVICES. We may by notice suspend the provision of services (including access to the Workspace) for reasons of political unrest, strikes, terrorism, or other events beyond our or our landlord’s reasonable control.
14. LICENSE AGREEMENT. YOU ACKNOWLEDGE THAT THIS AGREEMENT IS NOT A LEASE OR ANY OTHER INTEREST IN REAL PROPERTY. IT IS A CONTRACTUAL ARRANGEMENT THAT CREATES A REVOCABLE LICENSE. Workspace by Rockefeller Group retains legal possession and control of the Workspace and the office(s) assigned to you. Our obligation to provide space and services to you is subject to the terms of our lease with the building. This Agreement terminates simultaneously with the termination of Workspace by Rockefeller Group’s master lease or the termination of the operation of Workspace for any reason. As our client, you do not have any rights under our lease with the landlord. When this Agreement is terminated because the term has expired or otherwise, your license to occupy the Workspace is revoked. You agree to remove your personal property and leave the office as of the date of termination. We are not responsible for property left in the office after termination.
15. DEFAULT. You are in default under this Agreement if 1) you fail to abide by the rules and regulations of the Workspace; 2) you do not pay your fees on the designated payment date and after written notice of this failure to pay you do not pay within five (5) days, and 3) you do not comply with the terms of this Agreement. If the default is unrelated to payment you will be given written notice of the default and you will have ten (10) days to correct the default.
In the event you default on your obligations under this Agreement, you agree that Workspace by Rockefeller Group may cease to provide any services including telephone and internet services without resort to legal process.
16. CURING YOUR DEFAULT. If you default in the observance of any provision of this Agreement, Workspace by Rockefeller Group, without waiving such default, may thereafter, without notice, perform the same for your account and at your expense. All costs and expenses incurred by Workspace by Rockefeller Group in connection with any such performance and all costs and expenses, including reasonable counsel fees and disbursements incurred in any action or proceeding brought by Workspace by Rockefeller Group to enforce any of your obligations hereunder and/or Workspace by Rockefeller Group’s rights in or to the office(s), shall be paid by you to Workspace by Rockefeller Group upon demand. If any fees or damages payable under this Agreement are not paid within five (5) days after the date on which they are due, the same shall be subject to a late charge equal to five (5%) percent of the amount due. Workspace by Rockefeller Group reserves the right, without liability to you, to suspend furnishing or rendering of services to you if you are in arrears in paying any such amounts.
17. TERMINATION. The term of this Agreement shall last for the period of time stated on the Term Sheet and will then be automatically extended for the period(s) of time outlined on the Term Sheet unless either party terminates by the Notice Period set forth on the Term Sheet (or with sixty (60) days prior notice in the event three (3) or more offices are assigned to you at any time under this Agreement and/or any other agreement with Workspace by Rockefeller Group). The Monthly Charges will automatically increase on an annual basis by the Term Sheet. In all other respects, your Agreement will renew on the same terms and conditions as contained herein.
Workspace by Rockefeller Group has the right to immediately terminate this Agreement upon notice if 1) you become insolvent, go into liquidation or become unable to pay your debts as they fall due; 2) you are in breach of one of your obligations which cannot be put right or which we have given you notice to put right and which you have failed to put right within ten (10) business days of that notice; or 3) your conduct, or that of someone at the Center with your permission or your invitation, is incompatible with ordinary office use.
If we put an end to this Agreement for any of these reasons above it does not put an end to any then outstanding obligations you may have and you must: 1) pay for additional services you have used; 2) pay the Monthly Charges for the remainder of the period for which your Agreement would have lasted had we not ended it or for a further period of three months (whichever is earlier), and 3) indemnify us against all costs and losses we incur as a result of the termination.
18. RESTRICTION ON HIRING. Our employees are an essential part of our ability to deliver our services. You acknowledge this and agree that, during the term of your Agreement and for six (6) months afterward, you will not hire any of our employees or those working on our behalf. If you do hire one of our employees, you agree that actual damages would be difficult to determine and therefore you agree to pay liquidated damages in the amount of one-half of the annual base salary of the employee you hire. You agree that this liquidated damage amount is fair and reasonable.
19. RULES AND REGULATIONS. You and your employees, agents, guests, invitees, visitors, and/or any other persons caused to be present in and around the premises by you will perform and abide by the rules and regulations set forth herein and any other rules that we may impose generally on users of the Center, whether for reasons of health and safety or otherwise. We shall have no responsibility to you for the violation or non-performance by any of our other clients of any of the Rules and Regulations but shall use reasonable efforts to enforce all Rules and Regulations.
a. Your employees and guests shall conduct themselves in a businesslike manner; proper business attire shall be worn at all times; the noise level will be kept to a level so as not to interfere with or annoy other clients and you will abide by our directives regarding all matters common to all occupants.
b. You shall not prop open any corridor doors, exit doors, or doors connecting corridors during or after business hours.
c. You shall only use public areas with our prior consent and those areas must be kept neat and attractive at all times.
d. You shall not obstruct corridors, halls, elevators, and stairways or use them for any purpose other than egress and ingress.
e. The electrical current shall be used for ordinary lighting, powering personal computers, and personal business devices only unless written permission to do otherwise shall first have been obtained from us at an agreed cost to you.
f. You may not conduct business or use mobile phones in the hallways, reception area, or any other area except in your designated office(s) without our prior written consent.
g. You shall not and shall not permit any person to bring animals other than seeing-eye dogs in the company of blind persons into the building or the Workspace.
h. Canvassing, soliciting, and peddling in the building are prohibited and you shall not solicit other clients for any business or other purpose without our prior written consent.
i. Smoking shall be prohibited at all times in all areas of the Workspace, including conference rooms, training rooms, offices (whether open or closed), and workstations.
j. You shall use only telecommunications systems and services as provided by us.
20. SUBORDINATION. Your Agreement is subordinate to our lease with our landlord and to any other agreements to which our lease is subordinate.
21. MISCELLANEOUS.
A. All notices must be in writing and may be given by registered or certified mail, postage prepaid, overnight mail service, or hand-delivered with proof of delivery, addressed to Workspace by Rockefeller Group or Client at the address listed on the Term Sheet.
B. If any provision of this Agreement or the application thereof is deemed invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.
C. You may not assign this Agreement without Workspace by Rockefeller Group’s prior written consent.
D. This Agreement is governed by the laws of the state in which the Workspace is located.