THE LODGE 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 The Lodge entity or entities (“The Lodge”) and the member (“Member”) set forth on the Agreement signature page. Capitalized terms not otherwise defined herein shall 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, The Lodge will permit Member to access and use the number and configuration of furnished workspaces and workstations specified on the Agreement signature page (“Office Space”), located at the property, building, or space owned, leased, or otherwise controlled by The Lodge indicated on the Agreement signature page (the “Premises”).
(b) Start Date. The Lodge 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 The Lodge is unable to make the Office Space available on the date specified, the term “License Start Date” shall mean the date Member actually receives access to the Office Space. Member’s payment obligations will begin on the License Start Date. The Lodge reserves the right to reduce or increase the size, number, or configuration of the Office Space from time to time, in which case the applicable fees shall be proportionately reduced or increased, as determined in The Lodge’s sole discretion. The Lodge will notify Member should changes to the Office Space or License Start Date be necessary.
(c) Services. The Lodge will use commercially reasonable efforts to provide Member with certain services related to the Office Space (“Services”), such as access to and use of shared internet connection, standard power outlets, printers/scanners, and common areas (including, but not limited to, kitchens, bathrooms, and other facilities). Any or all of the Services may be provided by The Lodge, an affiliate of The Lodge, or any third party service provider designated by The Lodge from time to time in its sole discretion. All Services provided by or on behalf of The Lodge may be added, deleted, or changed at any time at the discretion of The Lodge, 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. The Lodge reserves the right to close the Premises on national holidays and on days with inclement weather at the discretion of The Lodge. Certain Services, such as reception or mail handling 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 The Lodge 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 owned, 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. The Lodge provides no warranties with respect to Software (even if provided by or through The Lodge), and as a condition of use of the Software, Member, on behalf of itself and its employees, agents, and invitees, waives any claim against The Lodge, its affiliates, and any person acting on behalf of The Lodge or its affiliates arising from or in conjunction with the installation or use of such Software.
(f) Specific Services. The Lodge will accept mail on behalf of Members. However, The Lodge shall not be responsible for any items received on behalf of Member. If Member expects a special delivery or package, Member must provide The Lodge with reasonable notice and instructions, if necessary, in order for The Lodge to accept such delivery. Phone service is not included with the Office Space and, if offered by The Lodge, will be subject to a separate fee. 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.
(g) Maintenance. The Lodge will use commercially reasonable efforts to maintain the Office Space in good functional condition. Member shall be responsible for, and will indemnify The Lodge and its affiliates for, any damage exceeding normal wear and tear caused by Member, and for the acts and omissions of Member’s employees, agents, or invitees.
(h) The Lodge Access. Member acknowledges that The Lodge and its designees shall at all times have access to the Office Space, with or without notice to Member, including but not limited to for purposes of maintenance, safety, or emergency. The Lodge may temporarily move the Office Space and furniture, and remove or replace parts and components of the Office Space, in The Lodge’s sole discretion.
(i) License Only. Notwithstanding anything to the contrary, this Agreement is for a license to receive Services and access to the Office Space. The relationship between The Lodge and Member is that of a licensor and licensee, and not a landlord-tenant or lessor-lessee relationship. This Agreement shall not be construed to grant Member any right, title, interest, easement, or lien in or to The Lodge’s business, the Office Space, the Premises, or anything contained therein. Member acknowledges that this Agreement creates no tenancy interest, leasehold estate, or other real property interest in Member’s favor.
Section 2. Term and Termination
(a) Term. The initial license/membership term will be from the License Start Date through the Earliest Expiration Date (as specified on the Agreement signature page). If Member wishes to end the license on the Earliest Expiration Date, written notice of non-renewal must be received by The Lodge at least sixty (60) days prior to such date. Notice of non-renewal may be delivered to The Lodge by email. If notice of non-renewal is not received by such date, the license will continue past the Earliest Expiration Date on a month-to-month basis. For such month-to-month licenses, Member may send written notice of termination to The Lodge at any time, which will cause the license to expire as of the last date of the applicable calendar month, as follows:
● If the Monthly Option is selected, then Member must give at least thirty (30) days’ written notice.
The terminating license will expire on the last day of the calendar month following the date notice is given. For example, if Member gives notice of termination on January 5, the last day of Member’s membership will be February 28/29.
● If the Monthly Option is not selected, then Member must give at least sixty (60) days’ written notice. The terminating license will expire on the last day of the calendar month two months after the date notice is given. For example, if Member gives notice of termination on January 5, the last day of Member’s membership will be March 31.
(b) Other Termination. The Lodge may terminate this Agreement in its sole discretion, immediately and with or without notice to Member, if Member or any of its agents, employees, or invitees violates any provision in this Agreement or any The Lodge rules, policies, or codes of conduct. If Member fails to pay any fee when due, if it is Member’s first delinquency in any twelve (12)-month period, The Lodge 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, if applicable). Member is only entitled to one notice and cure period per twelve (12)-month period, and for any subsequent delinquency The Lodge may terminate Member’s license and membership immediately, in The Lodge’s sole and absolute discretion. In addition, The Lodge may terminate this Agreement (i) immediately in the event that The Lodge’s rights in the Premises terminate or expire for any reason; or (ii) upon thirty (30) days’ written notice to Member in The Lodge’s sole and absolute discretion.
(c) Removal of Property upon Termination. On or prior to the termination of this Agreement, Member shall remove all of its property from the Office Space and Premises. The Lodge shall be entitled to dispose of any of property remaining in or at the Office Space after the termination of this Agreement, without notice to Member (whether belonging to Member or its employees, agents, or invitees), and Member waives any claims or demands regarding such property.
(d) Effect of Termination. Following termination or expiration of this Agreement for any reason, Member shall remain liable for all amounts due or owing as of the effective date of termination or expiration. Without limiting the foregoing, if this Agreement is terminated prior to the Earliest Expiration Date, Member will remain liable for all fees payable through such date. Sections 4 through 7 will survive termination or expiration of this Agreement for any reason.
Section 3. Fees
(a) License Fees. Beginning on the License Start Date, and continuing for the term of this Agreement, Member shall pay, in advance, the monthly license fee specified on the Agreement signature page (“License Fee”). The License Fee shall be due on or before the 1st of each month, provided that if the License Start Date is in the middle of the month, then on such date Member shall pay the pro rata portion of Licensee Fee for the remainder of that month. All Licensee Fees shall be paid in U.S. dollars. All amounts paid under this Agreement are nonrefundable and noncancellable, except as expressly provided herein. When The Lodge receives funds from Member, funds shall be applied first to any balances which are in arrears and to the earliest month due first. Once past balances are satisfied, any remaining portion of funds received shall be applied to current fees due and owing.
(b) Other Fees. Credit card transactions will be subject to a 3.5% surcharge, which is not greater than The Lodge’s cost to accept and process credit cards. A ten percent (10%) late fee will be charged for any outstanding balance as of the 5th of the month, in addition to any other remedy The Lodge may have. Member may be subject to additional fees or penalties for late payments, returned checks, or other declined payments due to insufficient funds, as set forth in fee schedules published or posted by The Lodge from time to time. Member acknowledges all fees are subject to change from time to time at the discretion of The Lodge.
(c) Security Deposit. Upon execution of this Agreement, Member shall deliver to The Lodge a security deposit in the amount as described on the Agreement signature page (“Security Deposit”). 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 The Lodge in its sole discretion. The Security Deposit shall be held by The Lodge, 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 shall 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. The Lodge 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 shall pay to The Lodge on demand the amount so applied in order to restore
the Security Deposit to its original amount. The Lodge shall provide the Security Deposit refund to Member only, unless an authorized representative of Member directs The Lodge 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, additional Security Deposit shall become due and owing (equal to new Security Deposit amount offset by the previously rendered Security Deposit).
(d) Suspension of Services. The Lodge may withhold or suspend any Services or access to the Office Space while there are any outstanding fees due or Member is otherwise in breach of this Agreement, in addition to any other remedy The Lodge may have.
Section 4. Member Obligations
(a) Background Checks. The Lodge reserves the right to conduct a background check on any or all of Member’s owners, officers, employees, agents, and invitees who will be granted access to the Premises (particularly if Member desires after-hours access for such persons). Upon request by The Lodge, Member shall provide a copy of the driver’s license (or other governmental identification) of any person for whom The Lodge wishes to conduct a background check, and Member and/or such person shall provide consent for such background check by signing any applicable form provided by The Lodge or its third-party agent. After-hours access will only be granted to those persons who pass a background check to The Lodge’s sole and absolute satisfaction.
(b) Security. Member acknowledges that all keys, key cards, key fobs, and other such items used to gain physical access to the building and/or the Office Space remain the property of The Lodge or its landlord or the owner of the Premises (“Landlord”). Member shall 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 The Lodge, other members, or any other person. Member shall make efforts to safeguard the Premises and The Lodge’s property and shall be liable for replacement fees should any such property be lost or damaged. 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 and agents for use with The Lodge’s computer systems, networks, or other Services provided under this Agreement. Member is responsible for the actions of all persons that Member or its employees, agents, or invitees allow or invite to enter the Office Space or the Premises. Member and its employees, agents, and invitees acknowledge that at no time shall they allow a party unknown to them to enter the Office Space or the Premises and that such action may result in the termination of this Agreement.
(c) Complaints. Member agrees that all issues and complaints relating to the Office Space or other members shall be directed solely to The Lodge. Member shall have no direct access to or communication with the Landlord (if other than The Lodge), and Member agrees not to send any complaints or demands to the Landlord directly.
(d) Privacy Policy. Member agrees that the use of The Lodge’s online portal and website is subject to The Lodge’s Terms of Use and Privacy Policy, which are available at www.thelodgeworks.com and which are subject to modification from time to time in The Lodge’s sole discretion.
(e) Rules and Policies. Additional rules may be set forth in the Member handbook or other policy documents applicable to each The Lodge location. Member agrees to abide by all rules and policies as determined by The Lodge from time to time, whether communicated to Member verbally, by email, other written notice, or public posting. Without limiting the foregoing, The Lodge 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 The Lodge’s Anti-Harassment Policy prior to using the Office Space or Services.
The Lodge may add, delete, or amend its policies from time to time in its sole discretion.
(f) Prohibited Conduct. In addition to any other applicable rules and policies issued by The Lodge, Member agrees to the following terms and conditions:
(i) No Subleases. Member may not resell, lease, license, or distribute any of the Services to any third party.
(ii) No Alterations. Member shall not alter the Office Space or attach or affix any items to the walls without the prior written consent of The Lodge.
(iii) No Unapproved Items. Member shall not store any of its property or materials in common areas or hallways. Member shall not bring additional furniture, furnishings, or decorations into the Office Space or install satellite or microwave antennas, dishes, cabling, or telecommunications lines in the Office Space without the prior written consent of The Lodge, which consent The Lodge may grant or refuse 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 The Lodge, at The Lodge’s sole discretion.
(iv) No Retail Use. Member is entitled to 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 involving frequent visits by members of the public is not permitted. Regular use of the Office Space shall be 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 The Lodge computer systems or networks to conduct or pursue any illegal activities, including but not limited to illegally downloading any copyrighted content, or any other activity that violates any person’s intellectual property rights.
(vi) No Offensive Behavior. Member shall not conduct any activity that is 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 shall refrain from any activities that may be disruptive, including but not limited to acts of disorderly nature or excessive noise. Member shall not conduct any activity which may be hazardous to other persons in the building. The Lodge may determine at its sole discretion what activities may be deemed offensive, disruptive, or hazardous.
(vii) 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, candlebots, corrupted files, or any other malicious code, whether known or unknown that may damage or disrupt The Lodge’s or any other person’s computer systems or networks. Member shall 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 The Lodge’s systems or networks may result in immediate termination of this Agreement.
Section 5. Intellectual Property and Confidentiality
(a) Trademarks. Member may not use The Lodge’s name, logo, trademarks, service marks, or domain names (collectively, “The Lodge Marks”) in any way in connection with Member’s business, without the express written consent of The Lodge, which it may grant or deny in its sole discretion. Member shall comply with all standards with respect to the The Lodge Marks furnished by The Lodge from time to time. Member hereby acknowledges and agrees that all right, title, and interest in and to the The Lodge Marks belong to The Lodge, and that all usage and goodwill of the The Lodge Marks shall inure to the benefit of The Lodge. Member shall not use, register, or attempt to register any trademarks or
domain names that are confusingly similar to the The Lodge Marks, nor use the The Lodge Marks in any manner that would indicate that Member has any rights thereto other than as a licensee. The Lodge reserves the right to revoke Member’s rights to use the The Lodge Marks at any time in The Lodge’s sole discretion.
(b) Publicity. Member may use the address of the Office Space as its business address during the term of this Agreement. However, Member may not use photos or illustrations of the Premises, or any The Lodge Marks, in any of Member’s marketing materials or in any other manner without the express written consent of The Lodge. 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 shall be made by Member without the prior written approval of The Lodge. Member grants The Lodge and its affiliates the right to use Member’s logos, trademarks, and trade names in The Lodge’s materials prepared for its shareholders or members, or prospective shareholders or members.
(c) Member Directory. Member agrees that The Lodge may place Member’s name and contact information in a directory of The Lodge members.
(d) Release. Member acknowledges and agrees that photos and videos may be taken of the Premises by The Lodge or its representatives at any time, that Member’s name, likeness, image, voice, and/or appearance may appear on such content, and that The Lodge may use any such content for its advertising, marketing, promoting or other similar uses. Member, on its own behalf and behalf of its employees, agents, and invitees, hereby grants to The Lodge the absolute and irrevocable right and unrestricted permission to use Member’s name, likeness, image, voice, and/or appearance as such may be embodied in any photos, video recordings, audiotapes, digital images, and the like, taken at the Premises. Member agrees that The Lodge has complete ownership of such material and can modify, reproduce, display or otherwise disseminate such material, or use such material for any purpose, without any obligation of compensation to Member. Member and its employees, agents, and invitees each hereby releases and discharges The Lodge and its agents, representatives, and assignees from any and all claims and demands arising out of or in connection with the use 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 that each of its individual employees, agents, and invitees has agreed to the same release with respect to their name, likeness, image, voice, and appearance.
(e) Confidential Information. Member may receive or learn certain confidential information about The Lodge or The Lodge’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 The Lodge or its other members, in strict confidence and to take all reasonable precautions to protect such Confidential Information. Member acknowledges that any disclosure or unauthorized use of The Lodge’s Confidential Information will constitute a material breach of this Agreement and cause substantial harm to The Lodge for which damages would not be a fully adequate remedy. In the event of any such breach, The Lodge shall have, in addition to other available remedies, the right to injunctive relief (without being required to post any bond or security). The Lodge may disclose information about Member as The Lodge deems necessary to perform the Services or otherwise meet its obligations under this Agreement, or to satisfy any applicable law, regulation, legal process, or government request.
Section 6. Liability
(a) Waiver of Claims. To the maximum extent not prohibited by law, Member, on its own behalf and on behalf of its employees, agents, and invitees, waives any and all claims and rights against The Lodge,
its affiliates, and each of its and their past, present and future principals, members, assignees, managers, directors, officers, employees, agents, successors, and assigns (collectively, “The Lodge Parties”) resulting from any injury or damage to, or destruction, theft, or loss of, tangible or intangible property. The The Lodge Parties shall not be liable for any damages, liabilities, or expenses of any kind resulting from such matters, regardless of whether such damages, liabilities, or expenses result from any active or passive act, error, omission, or negligence of the The Lodge Parties. Member will be solely responsible to maintain appropriate insurance providing coverage for Member’s property. For the purposes of this Agreement, “affiliates” of The Lodge include any person or entity that controls, is controlled by, or is under common control with The Lodge, including without limitation any subsidiaries or parent companies..
(b) Disclaimer of Warranties. The Lodge expressly disclaims and excludes all warranties, whether express, implied or statutory, with respect to the Office Space and the Services provided by or on behalf of The Lodge, 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. The Lodge 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 The Lodge, or that any Services will be uninterrupted or operate error free. The Office Space and Services provided by The Lodge are provided “as is” and “with all faults.”
(c) Limitation of Liability. The aggregate monetary liability of the The Lodge Parties to Member, its employees, agents, and invitees for any reason and for all causes of action, whether in contract, in tort, or otherwise, will not exceed the total fees paid by Member to The Lodge under this Agreement during the two (2)-month period before the cause of action accrued. The The Lodge Parties will not be liable under any claim or cause of action, whether in contract, in tort, or otherwise for any indirect, special, incidental, consequential, or punitive damages, including but not limited to loss of profits or business interruption, even if The Lodge has been advised of such damages. Member acknowledges that The Lodge’s obligations under this Agreement are consideration for the foregoing limitations of liability. The limitations, disclaimers, and exclusions in this Agreement shall apply to the maximum extent allowed by law, even if a remedy fails its essential purpose.
(d) Limitation of Actions. Member must commence any action, suit, or proceeding against any The Lodge Parties, whether in contract, tort, or otherwise commenced within one (1) year of the cause of action’s accrual, and Member waives any claims not brought within such time period.
(e) Indemnification. Member will defend and indemnify each of the The Lodge Parties from, and against any and all claims, actions, proceedings, damages, liabilities, and expenses of every kind, whether known or unknown, including but not limited to reasonable attorney fees (collectively, “Claims”), resulting from and arising out of any breach of its obligations under this Agreement or otherwise by Member or Member’s employees, agents, or invitees, or the actions, errors, omissions, negligence, willful misconduct, or fraud of Member or Member’s employees, agents or invitees. If any such Claim is brought against any of the The Lodge Parties, Member will defend the Claim at Member’s expense, upon written notice from The Lodge, using counsel approved by The Lodge in writing, such approval not to be unreasonably withheld.
(f) Insurance Requirements. Member, at its expense, shall maintain at all times during the term of this License, personal property insurance, commercial general liability insurance, and insurance covering Member for property loss or damage, injury to Member, its agents, employees, or guests, business interruption, prevention of or denial of use of or access to all or part of the Office Space or the Premises, personal injury, and any other type of insurance which may arise due to Member’s use of the Office Space and the Premises, which insurance coverage shall be in the form and amount appropriate to
Member’s business and acceptable to The Lodge. Member shall name as additional insureds on any such insurance policy The Lodge and/or its Landlord(s) (including any sublandlords and their respective landlords), or other persons with responsibility for the Premises whom The Lodge may designate in writing to Member. Member shall provide proof of insurance upon The Lodge’s request. If Member fails to carry such insurance, The Lodge shall not be liable in any manner. The Lodge reserves the right, but shall have no obligation, to purchase required insurance on behalf of Member at Member’s expense, including any costs of The Lodge related thereto.
(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 The Lodge, or induce any such person to decrease or terminate its business with The Lodge. If Member hires any employee, contractor or subcontractor of The Lodge during the period described, Member will pay to The Lodge an amount equal to such person’s annual salary with or fees from The Lodge.
Section 7. General
(a) 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 The Lodge from time to time, with which Member agrees to comply. Except as otherwise provided in this Agreement, this Agreement may not be amended except in a writing executed by both parties.
(b) Subordination. Notwithstanding the foregoing, this Agreement is subject and subordinate to The Lodge’s lease with The Lodge’s Landlord for the Premises and to any other agreements to which The Lodge’s lease with The Lodge’s Landlord is subject or subordinate. Member acknowledges that Member has no rights under The Lodge’s lease with Landlord. Member shall attorn to and recognize Landlord as The Lodge under this Agreement upon the request of Landlord following the termination of the lease between The Lodge and Landlord due to an event of default by The Lodge under such lease.
(c) Governing Law; Venue; Waiver of Jury Trial. This Agreement is governed by the laws of New York, without giving effect to any conflict of law principle that would result in the laws of any other jurisdiction governing this Agreement. Any action, suit, or proceeding arising out of the subject matter of this Agreement will be litigated in courts located in Madison County, Illinois. Member consents and submits to the jurisdiction of any local, state, or federal court in Madison County, Illinios. EACH PARTY, BY ENTERING INTO THIS AGREEMENT, HEREBY IRREVOCABLY AGREES TO WAIVE ANY RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT.
(d) Attorney Fees. If any action, suit, or proceeding is instituted pursuant to or in connection with this Agreement (including without limitation to interpret or enforce it), if The Lodge is the prevailing party it shall be entitled to recover from Member all of The Lodge’s costs and expenses of any kind in connection therewith, in addition to any other relief awarded, including without limitation attorney fees and court costs.
(e) Waivers. Neither party shall 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.
(f) Assignment. Member may not transfer, sublicense, or otherwise assign or delegate any of
Member’s rights or obligations under this Agreement to any person without the prior written consent of
The Lodge, which The Lodge may withhold in its sole discretion. The Lodge may assign or delegate its rights or obligations under this Agreement in its sole discretion.
(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 shall make any representation or warranty otherwise. The Lodge 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) 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.
(i) 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 any obligations on Member’s part to pay any sum of money due The Lodge hereunder, including without limitation License Fees, which shall 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 best efforts to promptly resume normal performance.
(j) 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 will not be impaired.
(k) Notices. All notices, requests, demands and other communications to be delivered hereunder shall be in writing and, unless specified otherwise herein, shall be 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 The Lodge, to: The Lodge, Attn: Jay Beard, P.O. Box 652, Edwardsville, IL 62025; and if to Member: to the address provided by Member to The Lodge upon registration or otherwise. Notices shall be deemed effective as of the date of confirmed delivery. In addition to the foregoing methods, notices to from The Lodge to Member may also be (i) publicly posted by The Lodge at the Premises or on The Lodge’s website, and such notices will be deemed delivered and effective upon posting; or (ii) delivered by email to the email address provided by Member upon registration or otherwise. Notices of non-renewal by Member may, at the Member’s option, be delivered by email to the The Lodge email address provided to Member upon registration or otherwise. Delivery of notices by email hereunder shall be deemed effective upon transmission. Each party may update its respective address from time to time with written notice. Member must promptly provide The Lodge with any change of address and other contact information (including its phone number and email address). Member agrees to accept community-wide emails sent out to all members by The Lodge from time to time, which shall be the responsibility of Member to review.
(l) Updates to Agreement. Notwithstanding any other provision in this Agreement, The Lodge may from time to time update the terms of this Agreement by providing at least thirty (30) days’ notice to Member. Member acknowledges that Member’s continued use of the Office Space and/or Services beyond such thirty (30)-day period shall constitute acceptance of the new terms. In addition, License Fees are subject to change from time to time in The Lodge’s sole discretion upon sixty (60) days’ written notice (which notice may be by public posting or email), provided that price adjustments will not exceed ten percent (10%) at a time. Member acknowledges that The Lodge may serve notice of any changes to Services, fees, or other updates through community-wide emails sent out to all members or through
notices posted on the Premises, and Member agrees to accept and review such community-wide notices.
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