By acceptance of these terms and conditions, you (herein “you” or “member”) agree to be bound by the entirety of this agreement, along with the Terms of Use. BrainBox offers different plan types. Membership plans, currently offered for either a virtual office, hot desk, dedicated desk or executive suites, confer the benefits outlined in the plan in perpetuity unless otherwise stated, amended or terminated in accordance with the terms and conditions outlined herein. If you are now or at any time later subscribed to a membership plan (hot desk, dedicated desk or executive suite) that offers benefits for a finite period, it is understood your membership plan will automatically convert to a month-to-month membership, barring any cancellation per the terms of termination of membership defined below.
The dues, booking credits and amenities are outlined in the plan (herein “plan”) you have selected. Use of any amenities or services beyond those provided explicitly in the plan may incur additional fees.
The terms and conditions of your plan and membership are private, and the contents of all agreements are to remain confidential, exclusively between you and BrainBox. You understand that any other understanding or deviation from the terms and conditions herein are binding only if explicitly agreed to by BrainBox in writing.
Any of your employees, agents, or designees joining BrainBox now or at any time in the future, are individually required to accept and be bound by these terms and conditions. Member benefits and services are conferred only to the individual member, and may not be transferred or shared, unless otherwise stated. Any individual joining BrainBox will be offered to do so on the prevailing plans offered at that time, and the terms and conditions of those plans may substantially differ from those offered under plans today.
It is understood you are billed at the time of booking, regardless of the plan commencement date. It is further understood that BrainBox must first accept your booking, and that benefits and services are only conferred when your request is accepted and payment has been received in full, and then only from the plan commencement date.
Regular membership plans are charged a prorated portion of the first month’s dues together with the prepaid last month’s dues. For example, if your plan’s monthly dues are $250 a month and you are joining effective the 15th of the month, you will be charged dues of $375 ($125 prorated for half month + $250 prepaid last month). Plan dues, amenities, services and fees are billed first of the month, automatically charged on the credit card on file, unless you have made alternative payment processing arrangements (i.e. ACH, check, cash).
The following fees will be applied where relevant:
Alternative Payment Processing Fee: Late Fee Applied After 5th of Month: NSF Fee (insufficient funds, rejected CC):
$50 / Per Transaction
BrainBox reserves the right to change your membership plan at any time with 45-days notice. If you do not wish to continue your membership under the new terms, you must provide cancellation notice as described below. As membership rates are subject to change, you are advised to check the current prevailing rates with BrainBox prior to adding any new Company / Organization member.
Your membership entitles you to booking credits that may be applied towards use of resources including conference rooms and event space. If you exceed your booking allowance, you will be charged for such overages at the prevailing usage rates and those charges will appear on your next monthly invoice.
TERMINATION: If you wish to terminate membership, for yourself or for any individual member of your company or organization, you must provide notice of cancellation to BrainBox via an email addressed to hello@brainbox.work with the subject line “Termination of Membership” detailing the named memberships to be terminated. Said cancellation must be received by BrainBox no later than the last business day of a given month by 5:00PM EST, and cancellation will then only be effective the last calendar day of the subsequent month. By way of example, if you wish to terminate a membership in September, notice must be received by BrainBox the latest 5:00PM on the last business day of the month of August, and the cancellation then will only be effective on September 30th the last calendar day of that month. For any plan with a commitment term, termination is only effective after that term has fully lapsed, and subject to the terms of termination above.
All move-outs are to be coordinated with BrainBox and scheduled for after 7:00PM weekdays or on weekends. Any property or items remaining on the premises after your termination date will be considered abandoned and disposed of by BrainBox at its sole discretion.
BrainBox may terminate membership with 30-days notice at any time. Further, as stipulated in the Terms of Use, membership may be terminated immediately without prior notice for failure to comply with any of the explicit membership plan terms and conditions, or for any act that impinges upon other members’ rights to enjoyment of their membership services. Termination of an individual’s membership, whether by notice or otherwise, does not absolve any of Company’s / Organization’s other member employees, agents, or designees from their responsibilities, and their membership shall remain in-force.
You acknowledge that you have read and understand the Plan Terms and Conditions and understand that the Terms of Use is expressly incorporated herein, and made a part hereof, and shall be included within the definition of this contractual agreement. ACCEPTANCE OF TERMS. In addition to the Plan Terms and Conditions, the services provided by BrainBox Cowork, Corp. (“BrainBox”) to you are subject to the following Terms of Use (“TOU”).
DESCRIPTION OF SERVICES. BrainBox may provide you with access to office space, workstations, internet access, office equipment, conference space, knowledge resources, and other business services (collectively or in part “Services”). The use of Services shall in no way be understood as granting you any title, easement, lien, possession or related rights in the premises (“Premises”) located at 142 NW 37th St. Miami, Fl, 33127 (“Building”). All rights hereunder are purely contractual and you shall not receive, or claim to have received, whether expressly or implicitly, any tenancy rights whatsoever. You acknowledge and represents that the TOU herein provides no rights under the BrainBox’s lease, that you are not in privy with Landlord, and that you shall have no right to bring or make any claims against the Landlord of 142 NW 37th St. Miami, Fl, 33127 or any of Landlord’s officers, agents, shareholders, members, representatives, employees, successors and assignees.
AUTHORITY. You hereby represent and warrant that you have all requisite legal power and authority to enter into the TOU and the Plan Terms and Conditions, and no further authorization or approval is necessary. You are advised to review the terms and conditions outlined in the TOU and Plan Terms and Conditions with an attorney. Further, you acknowledge that your continued use of Services is understood as explicit acceptance of the prevailing TOU and Plan Terms and Conditions.
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, prohibited by local law or that deviate from the intended purpose of the Services. You may not use the Services in any manner that could damage, disable, overburden, or impair any of BrainBox property or services, or interfere with any other party’s use and enjoyment of any Services. You further represent and warrant that your participation or use of the Services will not conflict with, or result in any breach of any license, contract, agreement or other instrument or obligation to which you are a party.
EXCLUSIVITY. During the term of the membership, BrainBox does not grant any exclusive rights to you, and you acknowledge that Services may be offered to others under similar or different terms as set forth herein. The Services herein granted may not be transferred to any other person or entity. BrainBox may amend services and shall not be responsible for any loss of income, relocation expenses or any other costs directly or indirectly associated with any such changes. BrainBox shall not be responsible for any inconvenience or expenses resulting from change of Service with respect to third parties and you shall indemnify BrainBox and hold BrainBox harmless as to all claims by such parties made in conjunction with any change of Services by BrainBox.
DAMAGE. You shall be wholly responsible for any damage, exceeding normal wear and tear, caused by your acts and omissions and those of your agents, guests, employees, delegates, invitees, equipment, fixtures, furnishings, pets, or anyone or anything else you cause to be brought into the Premises or to use the Services.
DISCLOSURES. BrainBox reserves the right at all times to disclose any information about you and your participation in, and use of the Services as BrainBox deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in BrainBox’s sole discretion. Further, you agree to allow BrainBox to represent you, your organization or company’s participation in and use of Services in all forms of communication, whether in digital, print or otherwise and to share your personal contact details.
CONFIDENTIALITY. You acknowledge and agree that during your participation in and use of the Services you may be exposed to Confidential Information. “Confidential Information” shall mean all information, in whole or in part, that is disclosed by BrainBox
or any participant or user of the Services, or any employee, affiliate, or agent thereof, that is nonpublic, confidential or proprietary in nature. Confidential Information also includes, without limitation, information about business, sales, operations, knowhow, trade secrets, technology, products, employees, customers, marketing plans, financial information, services, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of BrainBox, any analyses, compilations, studies or other documents prepared by BrainBox or otherwise derived in any manner from the Confidential Information and any information that you are obligated to keep confidential or know or have reason to know should be treated as confidential. Your participation in and use of the Services obligates you to: i. Maintain all Confidential Information in strict confidence; ii. Not to disclose Confidential Information to any third parties; iii. Not to use Confidential Information in any way directly or indirectly detrimental to BrainBox or any participant or user of the Services. All Confidential Information remains the sole and exclusive property of BrainBox or the respective disclosing party. You acknowledge and agree that nothing in the Plan Terms and Conditions or TOU, or your participation or use of the Services, will be construed as granting any rights to you, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of BrainBox or any participant or user of the Services.
PARTICIPATION IN OR USE OF SERVICES. You acknowledge that you are participating in, or using the Services of your own free will and decision. You acknowledge that BrainBox does not have any liability with respect to your access, participation in, use of the Services, or any loss of information resulting from such participation or use.
DISCLAIMER OF WARRANTIES. to the maximum extent permitted by applicable law, brainbox 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, quiet 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.
Exclusions of incidental, consequential and other damages. to the maximum extent permitted by applicable law, in no event shall brainbox or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assignees, jointly or individually be liable for any direct, special, incidental, indirect, punitive, consequential or other damages whatsoever (including, but not limited to, damages for: loss of profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty (including of good faith or of reasonable care), negligence, and any other pecuniary or other loss whatsoever) arising out of or in any way related to the participation in or inability to participate in or use of the services, the provision of or failure to provide services, or otherwise under or in connection with any provision of this agreement, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of brainbox, and even if brainbox has been advised of the possibility of such damages.
LIMITATION OF LIABILITY AND REMEDIES. Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of brainbox 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 this tou and your exclusive remedy for all of the foregoing shall be limited to actual damages incurred by you based on reasonable reliance up to one hundred dollars (usd $100.00). the foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
TERMINATION. BrainBox reserves the right to terminate any Service at any time. BrainBox further reserves the right to terminate your participation in and use of any Services, immediately and without notice, if you fail to comply with the TOU or Plan Terms and Conditions. You expressly acknowledge and agree that neither the services provided by brainbox nor this agreement shall in any manner constitute a landlord / tenant relationship, and brainbox may immediately terminate the services for any reason at any time. Upon termination, you agree to immediately remove any and all of your personal property from the Premises.
NON-DISPARAGEMENT. You shall, during and after the participation in and use of the Services, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding BrainBox, or any of BrainBox’s officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law.
INDEMNIFICATION. You release, and hereby agree to indemnify, defend and save harmless BrainBox and BrainBox’s 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 (including, without limitation, reasonable attorney’s fees), judgments, fines and penalties based upon or arising out of your negligent actions, errors and omissions, willful misconduct or fraud in connection with the participation in or use of the Services. You further agree in the event that you bring a claim or lawsuit in violation of this agreement, you shall be liable for any attorneys’ fees and all costs incurred by BrainBox or its respective officers and agents in connection with the defense of such claim or lawsuit.
INSURANCE. As required by the owner of Building located at 142 NW 37th St. Miami, Fl, 33127, BrainBox carries General Liability and Property insurance. It is understood that the BrainBox General Liability and Property policy does not extend coverage to you, your employees, guests, or any other parties. While BrainBox employs certain safeguards and security measures within the Premises, BrainBox does not assume any liability for damage, theft or loss of personal property. BrainBox members are not required, but it is strongly suggested that they carry an insurance policy to cover their own equipment and personal property while using the Services.
USE OF SERVICES. You agree to the following additional terms and conditions when participating in, or using the Services:
ENTIRE AGREEMENT. This TOU and the Plan Terms and Conditions 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.
SEVERABILITY. In the event that any provision or portion of this TOU or the Plan Terms and Conditions is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this TOU and the Plan Terms and Conditions shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.
WAIVERS. No waiver shall be binding on BrainBox unless executed in writing by an authorized representative of BrainBox.
SUCCESSORS AND ASSIGNS. This TOU and the Plan Terms and Conditions shall be binding on your heirs, legal representative, successors and assigns.
ASSIGNMENT. In no event may you assign in whole or in part your membership or use of the Services, without the advance written consent of BrainBox.
NOTICE. All notices, requests, demands or other communications for which this TOU or the Plan Terms and Conditions provides shall be in writing and shall be addressed at the following addresses:
If to BrainBox:
BrainBox
142 NW 37th St. Miami, Fl, 33127, Attn: Member Services
If to you:
At the Billing Address or Email set forth in the Membership Agreement LEGAL FEES. If BrainBox shall bring any action for any relief against you arising out of this TOU or the Plan Terms and Conditions, the losing party shall pay to the prevailing party a reasonable sum for attorneys’ fees and costs incurred in bringing such suit and / or enforcing any judgment granted therein, all of which shall be deemed to have accrued upon the commencement of such action and shall be paid whether or not such action is prosecuted to judgment.
GOVERNING LAW. The rights and obligations of hereunder shall be governed by, and this TOU and the accompanying Plan Terms and Conditions shall be construed and enforced in accordance with the laws of the State of Florida. Venue for the resolution of any dispute arising out of this TOU or the Plan Terms and Conditions shall be Miami Dade County, Florida.
MODIFICATION. BrainBox may in its sole discretion, change the Terms of Use and Plan Terms and Conditions , copies of which can be obtained by request at any time from BrainBox. Your continued use of Services thereafter is explicit agreement to the amended terms and conditions contained therein.
I hereby acknowledge that I have read and understood all of the terms and conditions contained in this TOU, and further agree to be bound collectively by the TOU and Plan Terms and Conditions regarding my participation in and use of the Services.