the fine print
TERMS AND CONDITIONS
ALX Community has a variety of membership types for use of its co-working facility in the Building (the “Facility”). Your membership type, as specified in the Membership Details section of your Agreement (or Addendum if applicable) collectively the Agreement, will determine the nature and extent of the use you may make of the Facility and the related services we will make available to you in connection with such use (collectively, the “Services”). The Terms and Conditions set forth in this document are intended to be applicable to each membership type, except to the extent that any of the Terms and Conditions are clearly inapplicable to a particular membership type (e.g., provisions relating to monthly billing will be inapplicable to Day Pass members).
I. RATES, FEES, PAYMENT TERMS
Payments Due Upon Signing. Upon submitting a signed and completed Agreement, you will be obligated to deliver to us, in the amount(s) set forth in the Membership Details section of your Agreement, (i) a service retainer (“Service Retainer”), (ii) the Set-Up Fee and (iii) first month membership fee (prorated if applicable). The Service Retainer will be held as a retainer for performance of all your obligations under the Agreement and is not intended to be a reserve from which fees may be paid. In the event you owe us other fees, you may not rely on deducting them from the Service Retainer, but must pay them separately.
Subject to the complete satisfaction of your obligations under the Agreement, we will return the Service Retainer, or any balance after deducting outstanding fees and other costs due to us, to you by refund to your ACH bank account, credit card, or debit card within thirty (30) days after the later of (1) the termination or expiration of the Agreement, or (2) the date you complete all your obligations under the Agreement, including any obligations applicable following termination or expiration of the Agreement.
Membership Fee. During the Term of the Agreement, we will process payment for your monthly Membership Fee, in advance, and other then-outstanding fees from the preceding month, on the first (1st) business day of each month. You are responsible for having the necessary funds available in your payment account as of the first (1st) day of the month. The Membership Fee covers the Services for only the number of Member Users indicated in the Membership Details section of your Agreement. In the event you designate (in the Membership Details section of your Agreement) fewer initial Member Users than the number of Member Users to which you are entitled, you may add additional Member Users (up to the specified number of Member Users to which you are entitled) by notice to us and payment of a Set-Up Fee (if applicable) for each additional Member User, with no increase in the Membership Fee. You may also substitute new Member Users for previously-existing Member Users by notice delivered to us through ALX Community’s online platform and payment of a Set-Up Fee for each new Member User, with no increase in the Membership Fee. Except as described above, any additional Member Users will require modification of the Membership Details section of your Agreement.
Multi-year agreements are subject to annual escalation as set forth in the Membership Agreement.
Invoices; Financial Information. You may view your bill at any time in ALX Community’s online platform. By the third (3rd) day of the month, ALX Community will electronically send invoices and other billing-related documents, information and notices to the then-current Billing Contact. All invoices are deemed delivered and read by the Billing Contact within 24 hours of being sent. If you have any objection to an invoice, you must notify us within ten (10) business days following delivery of the invoice; otherwise, you will be deemed to have accepted and approved the charges detailed on the invoice. Change of the Billing Contact will require at least three (3) business days’ notice delivered through ALX Community’s online platform.
Overage Fees. Each month, you will receive a certain number of credits for conference room use, copies, printouts and other products and services we may offer from time to time, some of which are specified in the Membership Details section of your Agreement. These allowances may not be rolled over from month to month. If these allocated amounts are exceeded, you will be responsible for paying fees for such overages. All overage fees are subject to change from time to time.
Late Fees. If payment for the Membership Fee or any other accrued and outstanding fee is not made by the eighth (8th) day of the month in which such payment is due, you will be responsible for paying the then-current late charge. The current late charge is listed in the Certain Fees section below.
Form of Payment. We accept payment of all amounts specified in the Agreement solely by direct withdrawal from your bank account (ACH Transfer) or credit card or debit card using ALX Community’s online platform. If you elect to pay via direct withdrawal, you are required to maintain sufficient funds in your bank account to pay the fees described in the Agreement, and you must inform us promptly of any changes to the account. If you elect to pay via credit card or debit card, you are required to inform us promptly of any changes to your credit card or debit card information, and you must ensure that you replace such credit card or debit card and update the relevant information prior to its expiration date. Only a single checking, savings or credit card or debit card account may be used at any given time to make payments under the Agreement. If payment via credit card or debit card fails on two occasions, we may require you to make payments via direct withdrawal. If any charge is rejected by your bank or credit or debit card issuer, you may be liable for a late charge and for a processing fee as listed below.
Certain Fees. In addition to the fees specified in the Membership Agreement, you may become liable to us for additional fees (i) in the event you consume Services in excess of the credits for conference room use, copies, printouts and other products and services we may offer from time to time, as may be specified in your Membership Agreement; (ii) in the event you fail to make timely payment of any fees or charges due to us pursuant to your Membership Agreement and these Terms and Conditions; (iii) in the event a charge we process is rejected by your bank or credit or debit card issuer; or (iv) in the event you utilize a credit card or debit card to satisfy your membership charges you will be required to cover the credit card convenience fee. Set forth below are the current amounts of the above-described charges. These amounts may be modified by us from time-to-time, so we recommend that you periodically return to this page to familiarize yourself with any revisions to such amounts.
Late Fee: 10% of the overdue amount
Rejected Charge Processing Fee: $50.00
Credit Card Convenience Fee: 2.9%
Outstanding Fees. When we receive funds from you, we will first apply funds to any balances which are in arrears and to the earliest month for which fees are due. Once past balances are satisfied, any remaining portion of the funds will be applied to current fees due. If any payments remain outstanding after we provide notice to you, we may, in our sole discretion, withhold Services or terminate the Agreement.
No Refunds. Except as expressly provided in Section II (Term of Agreement), there are no refunds of any fees or other amounts paid by you or your Member Users in connection with the Services.
II. TERM OF AGREEMENT
Term. The Agreement will be effective when signed by both parties; provided that we have no obligation to provide you with the Services until the later of (i) the date on which payment of your Service Retainer and first month’s Membership Fee has been made or (ii) the Start Date. Unless otherwise set forth in the Membership Details section of your Agreement, the Agreement will terminate as of the last day of the Commitment Term, following the Commitment Term. The Commitment Term and all subsequent Renewal Terms shall constitute the “Term”.
If the Start Date is a business day, you may move small personal property items into the Facility after 9 a.m. on the Start Date. If the Start Date is not a business day, you may move your small personal property into the Facility after 9 a.m. on the first business day after the Start Date (any furniture or other larger items must be moved outside of business hours and scheduled with the community manager). The furniture and other personal property you install in the Facility is subject to review and approval by ALX Community.
Termination by You After the Start Date. The Agreement is not terminable by you during the Commitment Term. On the last business day of the Term, you must vacate the Facility no later than 5:00 p.m.
III. RULES AND POLICIES
General. To support a vibrant, collegial and productive work space, we have instituted some rules and policies, including the Community Rules set forth in the Community Rules listed on your portal. We may update or add to these rules and policies from time to time in our judgment to enhance the experience of the Services. You agree that when accessing the Facility or Building and using the Services you will comply with the foregoing rules and policies.
No 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, or that are prohibited by the Community Rules.
Right to Disclose Information. ALX Community reserves the right at all times to disclose any information about you and/or your participation in and use of the Services as ALX Community deems necessary to satisfy any applicable law, regulation, legal process or governmental request.
IV. LEGAL MATTERS
Liability. Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced in the Agreement and all direct or general damages), the entire liability of ALX Community or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, under any provision of the Agreement, and your exclusive remedy for all of the foregoing, shall be limited to actual damages incurred by you. In no event shall ALX Community or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly or individually be liable for any special, incidental, indirect, punitive, consequential or other indirect damages whatsoever under or in connection with any provision of the Agreement, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of ALX Community, and even if ALX Community has been advised of the possibility of such damages. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law.
Disclaimer and Warranties. To the maximum extent permitted by applicable law, ALX Community 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, quite 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.
Indemnification. You hereby agree to indemnify, defend and hold harmless ALX Community and its 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, judgments, fines and penalties based upon or arising out of your negligent or illegal actions, errors and omissions, willful misconduct, tortious conduct or fraud in connection with the participation in or use of the Services. You further agree that in the event you bring a claim or lawsuit in violation of the Agreement, or ALX Community brings a claim or lawsuit against you to enforce your obligations hereunder, you shall be liable for any attorneys’ fees and costs incurred by ALX Community or its respective officers and agents in connections with the defense or prosecution of such claim or lawsuit.
Applicable Law and Dispute Resolution. The Agreement and the transactions contemplated hereby are governed by and construed under the laws of the Commonwealth of Virginia. Except that either party may seek equitable or similar relief from any court of competent jurisdiction, any dispute, controversy or claim arising out of or in relation to the Agreement, or the breach, termination or invalidity of the Agreement, that cannot be settled amicably by agreement of the parties to the Agreement, shall be submitted to an organization reasonably designated by us (e.g., the American Arbitration Association) for resolution by binding arbitration. The arbitration shall be administered and conducted by the designated organization, and a single individual shall serve as the arbitrator according to the standard arbitration rules of the designated organization governing at the time one of the parties initiates a claim. The place of arbitration shall be Alexandria, Virginia. The proceedings shall be confidential and in English. The award rendered shall be final and binding on both parties. Judgment on the award may be entered in any court of competent jurisdiction.
Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. You and we also agree not to participate in claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person’s account, if we are a party to the proceeding. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US, INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.
Entire Agreement. These Terms and Conditions (including the Community Rules that are incorporated herein by reference) and the Membership Details section of your Agreement collectively 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. ALX Community may in its sole discretion, upon written notice, change these Terms and Conditions. These Terms and Conditions and the Membership Details section of your Agreement shall be binding on your heirs, legal representative, successors and permitted assigns. In no event may you assign in whole or in part your membership or use of the Services, without the advance written consent of ALX Community.
Severability and Waivers. In the event that any provision or portion of the Agreement is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of the Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law. No waiver shall be binding on ALX Community unless executed in writing by an authorized representative of ALX Community.
Nature of the Agreement; Relationship of the Parties. The Agreement creates no tenancy interest, leasehold estate, or other real property interest. The Agreement shall not be deemed to create a fiduciary, employment or agency relationship, or partnership or joint venture, for any purpose. The whole of the Facility remains our property and in our possession and control. ALX Community is giving you the right to share with us the use of the Facility so that we can provide the Services to you.