Terms and Conditions

These “Terms and Conditions” apply to your use of the Torpedo Factory Office Suites Facility (the “Facility”). The Membership Details section of your Office Suites Membership Agreement (or Addendum, if applicable) (collectively, the “Membership Agreement”), together with these Terms and Conditions (collectively the “Agreement”), will determine the nature and extent of the use you may make of the Facility and the Services we will make available to you in connection with such use.

Your use of your office by your team is limited to the number of seats (e.g., a 4-person office may be used by 4 people at any one time, an 8-person office by 8 people, etc.). All members of your team (“Member Users”) are required to sign the Membership Agreement if they intend to use your office space. You may designate and substitute Member Users by notice delivered to us through Torpedo Factory Office Suites’ online platform. You may invite guests into your space or into common areas (however, this excludes any use of conference rooms). The number of guests in the space at any time is limited per the terms of the Membership Agreement. 

Prior to signing the Membership Agreement, we may request details on your business and past profits including financial statements, banking references, Dun and Bradstreet report etc. to support payment of the Membership Fee. 

I. RATES, FEES, PAYMENT TERMS
Payments Due Upon Signing. Upon submitting a signed and completed Membership Agreement, you will be obligated to deliver to us, in the amounts set forth in the Membership Details section of the Membership Agreement, (i) a service retainer (the “Service Retainer”), (ii) the Set-Up Fee, and (iii) first month’s 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. We shall not be obligated to hold the Service Retainer as a separate fund and may commingle the Service Retainer with other funds. If any sum payable by you to us is unpaid or if we make payments on your behalf, then we may apply the Service Retainer as may be necessary to compensate us toward the payment of the sum payable by you and you shall, upon demand, restore the Service Retainer to the original sum deposited. 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 in approximately 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. In the event of bankruptcy or other debtor/creditor proceedings against you, the Service Retainer shall be deemed to be applied first to the payment of the Membership Fee and other charges due to us for all periods prior to the filing of such proceedings.
Membership Fee. During the Term of the Agreement, we will process payment for your monthly Membership Fee, in advance, and other then-outstanding fees or other amounts owed for 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.

Multi-year agreements are subject to annual escalation of the Membership Fee as set forth in the Membership Agreement. 

Invoices; Financial Information. You may view your bill at any time in Torpedo Factory Office Suites’ online platform. By the third (3rd) day of the month, Torpedo Factory Office Suites will electronically send invoices and other billing-related documents, information and notices to the then-current Primary Contact identified in the Membership Agreement. All invoices are deemed delivered and read by the Primary Contact within twenty-four (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 Primary Contact will require at least three (3) business days’ notice delivered through Torpedo Factory Office Suites’ 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, in our sole discretion, some of which may be specified in the Membership Details section of the Membership Agreement (collectively, the “Services”). You are required to use your credits each time you use any Service, including time spent in a conference room you have not officially booked. These credits expire at the end of each month and may not be rolled over from one month to another month. If these allocated credits are exceeded, you will be responsible for paying fees for any 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 fees are not made by the fifth (5th) day of the month in which such payment is due, you will be assessed and 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 (via ACH Transfer) or credit card or debit card using Torpedo Factory Office Suites’ 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 (2) 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 allocated credits for Services in any month; (ii) in the event you fail to make timely payment of any fees or charges due to us pursuant to the Agreement; (iii) in the event a charge we process is rejected by your bank or credit or debit card issuer; (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%
Kisi Access Card: $35/card (applies to both original and replacement cards in the event you elect to use physical cards instead of a phone app). Your Member Users need access cards to enter the building (we typically require members to download software through a mobile phone app which unlocks all access doors).

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 of these Terms and Conditions, 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 the Management Agreement is signed by both parties; provided, however, 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, the Set-up Fee, and first month’s Membership Fee has been made, or (ii) the Start Date. Unless otherwise set forth in the Membership Details section of the Management 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 and 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 Torpedo Factory Office Suites. You must make arrangements with us in advance of moving any furniture or other larger items into the Facility.

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. 

Termination by Torpedo Factory Office Suites. Torpedo Factory Office Suites reserves the right to terminate your access to and use of the Facility (or any part thereof) on notice to you if you are fifteen (15) days late paying the Membership Fee and fail to make timely payment of any fees or charges due to us pursuant to the Agreement on more than three (3) occasions in any six (6) month period, or you otherwise breach any term or condition set forth in the Agreement. The Service Fee may be used to cover fees and must be reinstated before any membership is reinstated.

Effect of Expiration or Termination. Upon the expiration or termination of the Agreement, your rights to access and use the Facility and Services, and any other services offered or provided by Torpedo Factory Office Suites, shall terminate automatically and without any action on your of Torpedo Factory Office Suites’ part and you shall continue to be liable to Torpedo Factory Office Suites for all fees, costs and expenses arising under the Agreement. Other than reasonable use and wear and tear thereof and damages by the elements, immediately upon the expiration or termination of the Agreement, you must vacate the Facility, leaving the Facility in as good a state and condition as they were in at the commencement of the Term. Following the Term, Torpedo Factory Office Suites shall consider any personal property left at the Facility to have been abandoned, in which case Torpedo Factory Office Suites may dispose of all such personal property in any manner we deem proper and you waive any and all liability for us doing so, subject to reimbursement by you of any costs and expenses incurred in connection with any such disposal.

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 sole judgment to enhance the membership experience and the Services. You agree that when you, your Team Members, or any of your guests or invitees access the Facility or Building and use the Services, you, your Team Members, and your guests and invitees 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 and will not conduct any activities in the Facility 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. Torpedo Factory Office Suites reserves the right at all times to disclose any information about you and/or your participation in and use of the Services as Torpedo Factory Office Suites 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 Torpedo Factory Office Suites or its subsidiaries (whether or not wholly-owned), and any third party that owns the real property where the Facility is located, and each of their respective 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 up to a maximum amount equal to the Membership Fees paid during the six (6) months immediately preceding the injury or loss. In no event shall Torpedo Factory Office Suites or its subsidiaries (whether or not wholly-owned), or any third party that owns the real property where the Facility is located, or any of their respective affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, be liable (jointly or individually) 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 Torpedo Factory Office Suites or any third party that owns the real property where the Facility is located, and even if Torpedo Factory Office Suites or a third party that owns the real property where the Facility is located 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, Torpedo Factory Office Suites provides the Facility for use you may make of it and the Services “as is” and with all faults, and hereby disclaims with respect to the condition of the Facility or the Services all warranties and conditions, whether express, implied or statutory, including, but not limited to, 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 Facility or the Services. The entire risk as to the quality, or arising out of participation in or the use of, the Facility or the Services, remains with you.

Indemnification. You hereby agree to indemnify, defend and hold harmless Torpedo Factory Office Suites and its subsidiaries (whether or not wholly owned), and any third party that owns the real property where the Facility is located, and each of their respective 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 use of the Services or access to and use of the Facility by you or any of your guests or invitees. You further agree that in the event you bring a claim or lawsuit in violation of the Agreement, or Torpedo Factory Office Suites, or any third party that owns the real property where the Facility is located, brings a claim or lawsuit against you to enforce your obligations hereunder, you shall be liable for any attorneys’ fees and costs incurred by Torpedo Factory Office Suites, and any third party that owns the real property where the Facility is located, and each of their 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. Notwithstanding 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.

The Agreement is subordinate and subject to the lien and terms and conditions of any lease, sublease, and/or mortgage/deed of trust affecting the Facility and to any and all renewals, replacements, consolidations and extensions thereof. This paragraph shall be self-operative and no further instrument of subordination shall be required to effect such subordination. 

V. MISCELLANEOUS
Entire Agreement. These Terms and Conditions (including the Community Rules that are incorporated herein by reference) and the Membership Details section of the Membership 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. These Terms and Conditions and the Membership Details section of the Membership Agreement shall be binding on your heirs, legal representative, successors and permitted assigns. In no event may you assign in whole or in part the Agreement or your membership or use of the Services, without the advance written consent of Torpedo Factory Office Suites, in its sole discretion.

Modification of Terms and Conditions. Torpedo Factory Office Suites may, in its sole and absolute discretion, at any time change these Terms and Conditions. Any such changes shall immediately be binding upon you. Torpedo Factory Office Suites agrees to provide notice of such changes which shall be delivered through Torpedo Factory Office Suites’ online platform.

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 Torpedo Factory Office Suites unless executed in writing by an authorized representative of Torpedo Factory Office Suites.

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. Torpedo Factory Office Suites is giving you the right to share with us the use of the Facility so that we can provide the Services to you. Any third party that owns the real property where the Facility is located is an intended beneficiary of the Agreement and, accordingly, may enforce any provision hereof.