1. DEFINTIONS  

• “Premises” means a building or portion of a building in which HANSA offers or plans to offer offices, workstations, other workspaces, and/or other services to Members. 

• “Member” is anyone allowed to use HANSA Workspace and receive the Services (defined below) or other benefits of HANSA membership.  If applicable, for a multi-person business, a Primary Member will authorize each Member via Member List in the Member Portal. 

• “Workspace” means the designated unreserved common areas and reserved workspace location(s), if applicable, specified in the HANSA Membership Agreement Form. 

• “Primary Member” means a person who is a Member and is the primary contact with whom HANSA will communicate in connection with the Agreement. 

• “Start Date” means the date set forth on the HANSA Membership Agreement Form. 

• “You” means the company or other entity listed on the HANSA Membership Agreement Form. 

• “We” or “Us” or “Our” means the HANSA entity you are contracting with, which may be amended by HANSA from time to time. 
  
  

2. MEMBERSHIP 

1. General Services.  HANSA will use commercially reasonable efforts to provide you with the services described below, subject to the HANSA Membership Agreement Form, these Terms and Conditions, and any attachments thereto (collectively, the “Agreement”) and any other policies we make available to you from time to time, during the Term (defined below).    These services are referred to in this Agreement as the “Services.”  

• Non-exclusive access to the Workspace common areas. 

• Regular maintenance of the Workspace, provided that we will not be responsible for damage exceeding normal wear and tear.   

• Access to and use of the HANSA Member portal. 

• Access to and use of the shared Internet connection. 

• Access to printers, copiers, and/or scanners made available to Members.  

• Access to meeting rooms during Regular Business Hours on Regular Business Days, subject to (i) availability, (ii) your prior reservation of such meeting rooms, and (iii) applicable payment of additional fees based on your usage.  Special arrangements must be made with staff if reservation is outside Regular Business Hours.   

• Heat and air-conditioning in the Workspace during Regular Business Hours on Regular Business Days.   

• Electricity for reasonably acceptable office use. 

• Opportunity to participate in Members-only events, benefits and promotions.  

2. Business Hours/Days.  “Regular Business Hours” are generally 9:00 a.m. to 5:00 p.m. on Regular Business Days, with the exception of days prior to local bank/government holidays, when Regular Business Hours end at approximately 2:00 p.m.  “Regular Business Days” are all weekdays, except local bank/government holidays and up to three other weekdays of which we will inform you. 

The Workspace may be unavailable after hours due to reserved Events.  Advanced notice will be given to all Members.  

3. Our Reserved Rights.  We are entitled to access your Workspace, with or without notice, in connection with our provision of Services, for safety or emergency purposed or for any other purposes.  We may temporarily move furniture contained in your Workspace.  We reserve the right to alter or relocate your Workspace and HANSA general areas and/or amenities, provided that we will provide a comparable assigned Workspace or related amenities.  We may also modify or reduce the list of Services or furnishings provided for your Workspace at any time.  The Services may be provided by us, an affiliate, or a third party.   

3. TERM & TERMINATION 

1. Term. The Term of this Agreement will be effective once signed by both parties (“Effective Date”).  Member will be entitled to the Services and benefits of HANSA once payment is made by Member of all Service Retainer and Membership fees.  Each Membership will begin on the Start Date specified in the HANSA Membership Agreement Form and the date you request the addition of individuals on the Member List in the Member Portal.  Unless otherwise set forth on the HANSA Membership Agreement Form, following the “Initial Term” this Agreement shall continue on a month-to-month basis (any term after the Initial Term is a “Renewal Term”), subject to termination or cancellation below. The Initial Term and all subsequent Renewal Terms shall constitute the “Term”.  This Agreement will continue until terminated in accordance with this Agreement.  

2. Cancellation Prior to Start Date by You; Inactive Member.  You may cancel this Agreement prior to the Start Date upon delivery of notice to us.  If you terminate more than one (1) full calendar month prior to your Start Date, you may be entitled to a refund of your Set-Up Fee less any applicable charges, expenses or deductions.  If you terminate within one (1) full calendar month prior to your Start Date, you will not receive any refund.  In the event a new Member is delayed in starting its Membership, we reserve the right to designate the Member as “inactive” and delay the start of the Membership to a later date without canceling such Membership.   

3. Termination by You After the Start Date. You may terminate this Agreement by delivering to us written notice at least one (1) full calendar month prior to the month in which you intend to terminate this Agreement (“Termination Effective Month”), provided however, that cancellations for team suites must be received by Us at least ninety (90) days prior to the cancellation effective date.  The Exit Form needs to be completely filled out and signed by the Primary Member.   Termination of the Agreement will become effective on the last Regular Business Day of the Termination Effective Month; provided that the Agreement is not terminable during the Initial Term.  During the Initial Term, and if your Initial Term is less than one (1) year, if you deliver an Exit Form to HANSA at least one (1) full calendar month before the end of the Initial Term, you may terminate the Agreement as early as the last Regular Business Day of the Initial Term.  If your Initial Term is one (1) year or longer, you must deliver to Us an Exit Form that will permit you to terminate this Agreement on the last day of the third (3rd) full calendar month following Our receipt of the Exit Form.  You expressly agree that you will not be entitled to a pro rata refund with respect to the last month’s Membership Fee.   

4. Termination or Suspension After the Start Date by Us.  HANSA may withhold Services or immediately terminate this Agreement: upon breach of this Agreement by you or any Member or guest; upon termination of our rights in the Premises; or at any other time, when HANSA, in our reasonable discretion, see fit to do so.  You will remain liable for past due amounts and HANSA may exercise our rights to collect payments due despite termination of this Agreement.   

5. Service Retainer.  Upon any termination or expiration of this Agreement, we will return any balance of your Service Retainer to you in accordance with section “Payments Due Upon Signing” of this Agreement.   

6. Removal of Property Upon Termination. Prior to the termination or expiration of this Agreement, you will remove all of your, your Members’, and any guests’ property from the Workspace and Premises., and return such areas to us broom-clean and in the same condition as upon move-in.  After providing you with reasonable notice, we will have the right to dispose of any property remaining in or on the Workspace or Premises after the termination or expiration of this Agreement and will not have any obligation to store such property, and you waive any claims or demands regarding such property or our handling of such property.  You will be responsible for paying any fees reasonably incurred by us regarding such removal.  Following the termination or expiration of this Agreement, we will not forward or hold mail or other packages delivered to us.  

4. PAYMENT OF FEES 

1. Payments Due Upon Signing.  Upon completing a signed and completed Agreement, you will be obligated to deliver to us, in the amount(s) set forth on your HANSA Membership Agreement Form, (i) a service retainer (“Service Retainer”) and (ii) the Set-Up Fee.  The Service Retainer will be held as a retainer for performance of all your obligations under this 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 this Agreement, we will return to you the Service Retainer, or any balance thereof, after deducting costs for damage, cleaning, outstanding fees and/or other costs due to us, to you by ACH transfer within thirty (30) days after the later of (i) the termination or expiration of this Agreement, and (ii) the date on which you provide to us all account information necessary for us to make such payment. 

2. Membership Fee.  During the Term of this Agreement, we will process payment for your Membership Fee and other then-outstanding fees, in advance, monthly and no later than the fifth (5th) business day of each month.  You shall be responsible for having the necessary funds available in your payment account as of the first (1st) day of the month.  The Membership Fee set forth on the HANSA Membership Agreement Form covers the Services for only the number of Members indicated in the HANSA Membership Agreement Form.  Additional Members will result in additional fees as set forth on HANSA Member portal.  Members are responsible for payment of Total Term Fees, where applicable. 

3. Invoices.  HANSA will send through the Member portal or otherwise provide invoices and other billing-related documents, information and notices to the Primary Member, unless a different Billing Contact is indicated on the HANSA Membership Agreement Form.  Change of the Billing Contact will require notice from the Primary Member in accordance with this Agreement. 

4. Additional Fees

1. Overage fees. Each month, you will receive a certain number of credits for meeting room use, copies, printouts and other products and services we may offer from time to time, as specified on the HANSA Membership Agreement Form. 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. The current overage fee schedule is listed on HANSA Member portal.  All overage fees are subject to increase from time to time. 

2. Optional fees. A variety of other products and services may be offered from time to time, and priced per the schedule listed on HANSA Member portal.  Member will be billed monthly for selected products/services.  All optional fees are subject to increase from time to time. 

5. Late Fees.  If payment for the Membership Fee or any other accrued and outstanding fee is not made by the fifth (5th) of the month in which such payment is due, you will be responsible for paying the then-current late charge. The current late fee is 5% of your current monthly membership fee.

6. Form of Payment.    We accept payment of all amounts specified in this Agreement solely by direct withdrawal from your bank account or credit card.  If you elect to pay via direct withdrawal, you are required to maintain sufficient money in your bank account to pay the fees described in this Agreement and to inform us promptly of any changes to the account.  If you elect to pay via credit card, you are required to inform us promptly of any changes to your credit card information and must ensure that you replace such credit card and update the relevant information prior to its expiration date.  Changing your payment method may result in a change in the amount required under this Agreement to be held as the Service Retainer.  Only a single checking, savings or credit card account may be used at any given time to make payments under this Agreement.  If payment via credit card fails on two occasions, we may require you to make payments via direct withdrawal. 

7. 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 due first.  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 withhold Services or terminate this Agreement in accordance with section “Term & Termination”. 

8. No Refunds.   There will be no refunds of any fees or other amounts paid by your or your Members in connection with the Services, unless otherwise noted in section “Term & Termination”.  

5. SECURITY AND ACCESS  

1. Key Fee/Key Deposit.  Provided you have paid a Key Fee and Key Deposit, you shall receive one key per Membership for any reserved Workspace. The Key Fee or Key Deposit, as applicable, shall be used to cover the cost of your initial keys and, with respect to the Key Deposit, cover replacement and lost keys as needed. If you paid a Key Deposit, upon the return of such keys, the Key Deposit shall be reimbursed to you in a timely manner, subject to payment of any outstanding amounts due and owing HANSA, upon the later of (x) the expiration of the Term and your vacating and ceasing use of the Premises, or (y) your return of all keys issued in exchange for the Key Deposit. If you paid a Key Fee, however, it shall not be reimbursed. 

2. Access Devices. You are prohibited from transferring your keycard, key or other access device or credentials to anyone else, and/or making any copies of any keys, keycards, or other means of entry to any HANSA Premises or Workspaces (each, an “Access Device”). You are responsible for maintaining the security of your Access Device. You must promptly notify us if you suspect your Access Device has been compromised or if your access device has been lost. Access Devices remain our property, and you must return them immediately upon termination or expiration of your membership (or, with respect to any of your employees or service providers who maintain an Access Device, upon their termination of services to you). Any duplication of any keys or other Access Device issued by us shall immediately result in your forfeiting the Key Deposit in its entirety and having any such Access Device privileges revoked. You may be charged a replacement fee for any lost or damaged Access Devices, which we may satisfy by an offset against all or any portion of your Key Deposit or Refundable Services Retainer, and which Deposit/Retainer must then be replenished by you. HANSA reserves the right to alter or change your Access Device at any time upon reasonable notice. 

3. Security.  You and your guests may be required to present a valid, government-issued photo identification in order to gain access to HANSA premises. For security purposes, we may have security cameras onsite, which may record certain areas of the Premises, including your Workspace. We will only review footage to the extent necessary to investigate incidents, including turning over any such footage to applicable law enforcement authorities. 

4. Guest Policy.  You are permitted to invite guests to the Premises from time to time in reasonable proportion to the size of your team. While guests do not have access to dedicated desks, they may access common areas and meeting rooms in the Premises when they are reserved for meetings with you. While on HANSA property, guests must be accompanied by you at all times and you are responsible for the actions of your guests while they are in the Workspace and on the Premises. Note that guests are not permitted to access other HANSA locations and you may not accept any payment or other remuneration from a guest in exchange for any guest’s access to your HANSA Workspace. Notwithstanding the foregoing, you shall not be permitted to host any “office hours,” salons or other Events without our prior written consent. If your guest would like to stay outside of your reserved meeting, please arrange for a one-day pass with the Community Manager.  If you have a guest that you want to work temporarily in your Team Suite, for a length of time that exceeds the one-day or five-day pass, please notify your Community Manager at least one (1) week in advance, and you will be invoiced for an additional desk at your regular monthly desk rate. The foregoing Guest Policy is subject to any further limitations on guest access imposed by any Landlord. 

5. Property.  We are not responsible for any property left in the Premises. It is your responsibility to ensure that you have retrieved all of your personal items prior to leaving. Prior to the Termination Date, you must remove all of your property from all HANSA Premises.  

6. Emergencies.  You should develop an emergency action plan and fire evacuation protocols for your Workspace. We will provide to you any emergency plans, protocols and other information obtained by us from the Landlord. 

7. Events.   If you would like to host a gathering, workshop, office hours, salon or other gathering that is open to anyone other than other HANSA Members, or otherwise in which food or alcohol will be served by a third party vendor at HANSA (each, an “Event”), you must first obtain our written consent. All requests related to hosting Events must be submitted in writing on the HANSA Event Form to your HANSA Community Manager or via the Member portal at least 10 business days prior to such Event. Such request must contain a short description of the Event, prospective number of attendees, nature of food and drink service, and vendor contact information. In response, we may require further information. Note that your request will be subject to underlying building and lease restrictions, fire code specifications, and insurance requirements. Notwithstanding the foregoing, we reserve the right to withhold consent for any Event, and all guests shall be subject to all terms of this Agreement.  The HANSA Event Form can be found in the Member portal. 

6. ADDITIONAL AGREEMENTS 

1. The Nature of Agreement; Relationship of the Parties.  This Agreement is similar to an agreement for accommodation in a hotel.  The whole of the Workspace remains our property and in our possession and control.  We are giving you the right to share with us the use of the Workspace so that we can provide the Services to you.  Notwithstanding anything in this Agreement to the contrary, the parties agree that our relationship is not that of landlord-tenant  and this Agreement in no way shall be construed as to grant you or any Member any tenancy interest, leasehold estate, title, easement, lien, possession, or other real property interest or related rights in our business, the Premises, the Workspace, or anything contained in or on the Premises or Workspace. The parties hereto shall each be independent parties in the performance of their obligations under this Agreement, and this Agreement shall not be deemed to create a fiduciary or agency relationship, or partnership or joint venture, for any purpose.  Neither party will in any way misrepresent our relationship.  

2. Technology Release.   In order to utilize all the functionalities offered by us, it may be necessary to install software onto a Member’s computer, tablet, mobile device or other electronic equipment. In addition, from time to time, at a Member’s request, we or an affiliate, or our or their agent or service provider, may help troubleshoot problems a Member may have in trying to access certain functionalities, such as printing or accessing the Internet. Regarding the foregoing, you agree that we and our affiliates: 

• are not responsible for any damage to any Member’s computer, tablet, mobile device or other electronic equipment, or otherwise to Member’s system, related to such technical support or downloading and installation of any software; 

• do not assume any liability or warranty in the event that any manufacturer warranties are voided; 

• and do not offer any verbal or written warranty, either expressed or implied, regarding the success of any technical support. 

3. Insurance.   You are responsible for arranging insurance for your own property, which you bring into HANSA, and for your own liability to your Members and to third parties.  We are not responsible for loss or damage to any of your personal items or work product. 

4. Member Etiquette.  You must comply with our House Rules for use of HANSA by members, guests, and invitees.  We may set these rules at our sole discretion to promote health and safety, security, wellbeing, hospitality, membership harmony, or to otherwise improve the experience we are delivering.  The House Rules & Member Etiquette, which we set from time to time, are attached to the HANSA Membership Agreement Form as Exhibit B.   

5. Alcohol.   All Members, including the Primary Member, are at least as old as the legal drinking age for consuming alcohol in the applicable jurisdiction, which HANSA reserves the right to verify.  Alcohol on premises is limited to that provided by HANSA hosted or sponsored events.  Limit alcohol consumption on premises to a socially acceptable amount.  HANSA has zero tolerance for driving under the influence, and will not be held liable for any alcohol consumed on the Premises.   

6. No Alterations or Third Party Equipment.   You are not permitted to make any alterations or install any wall hangings, furniture, signage, logos, appliances, refrigerators, space heaters, cabling, IT or telecom connections, except a personal computer, without our consent, which we may refuse in our sole discretion for any reason or no reason.  Any and all requests must be made with the Community Manager.  

7. Fitness Classes. Members and guests will participate in fitness classes at their own risk.  Consult with your physician before attending any classes.  Release of liability: In exchange for the authorized use of the HANSA fitness classes, Member does hereby release and hold harmless HANSA, and their affiliated or related companies, officers, directors, employees, agents, landlords, and lessees (hereinafter the “Released Parties”) from any and all liability for injury their person caused in any manner by use of or at HANSA fitness classes.  Member intends this release to apply to all future use of HANSA fitness classes.  You agree to indemnify and defend HANSA against all claims, causes of action, damages, judgments, costs or expenses, including attorneys’ fees and other litigation costs, which may in any way arise from my unlawful or tortious conduct in connection with your use of or presence in the fitness class.  You agree to pay for all damages to the facilities of HANSA caused by your negligence, reckless, or willful actions.  You acknowledge that HANSA’s fitness classes are designed for authorized use of recreational classes on a voluntary basis, and that your use of the fitness class offering is at your discretion and you assume all risks related thereto.   

8. Mailbox and Mailbox Key.   If you have selected a mailbox as an added service, you shall have the right to use a standard-sized mailbox, provided you have paid a Mailbox Key Fee and Mailbox Key Deposit (whereupon you shall receive the key for your reserved mailbox). The Mailbox Key Fee or Mailbox Key Deposit, as applicable, shall be used to cover the cost of your initial keys and, with respect to the Mailbox Key Deposit, cover replacement and lost keys as needed. If you paid a Mailbox Key Deposit, upon the return of such keys, the Mailbox Key Deposit (less any costs or fees incurred by us resulting from any lost or misplaced keys) shall be fully reimbursed to you in a timely manner upon the earlier of (x) the expiration of the Term and your vacating and ceasing use of the Premises and (y) your return of all keys issued in exchange for the Mailbox Key Deposit. If you paid a Mailbox Key Fee, however, it shall not be reimbursed.  

9. Mail.  Any mail or packages sent to you must reflect the mailbox number provided to you. While we may accept mail and deliveries on your behalf, we shall not be responsible for the safeguarding or handling of any mail. We have no obligation to store such mail or packages for more than 30 days of our receipt or if we receive mail or packages after termination of your membership. We have no obligation to accept bulk or oversized mail or packages. Receipt of mail and packages is subject to any security protocols and procedures in place in the Building where your Workspace is located. 

10. Lockers.  If you have selected a locker(s) as an added service, you shall have the right to use a standard-sized Locker, provided you have paid a Locker Deposit, whereupon you shall receive one keypad code per reserved Locker.  The Locker Deposit shall be used to cover lockouts, damage and cleaning costs. The Locker Deposit (less any costs or fees incurred by us) shall be fully reimbursed to you in a timely manner upon the expiration of the Term and your vacating and ceasing use of the Premises. 

11. Parking.  Parking is not provided as part of HANSA Membership.  However, please visit the HANSA website for a map and detailed transportation information.  You may also contact the HANSA Community Manager for up-to-date transportation information. 

12. Prohibited Uses.  No Member or their guest, employee or invitee may use the Premises for “retail”, “medical”, or other nature involving frequent visits by members of the public.  No Member may leave or maintain any Workspace unclean, unkempt, or with any foul odors. 

13. Internet and Member Portal Usage.  In connection with Members’ access and use of HANSA’s Member Portal, internet connection and computer system, every Member must comply with the following: 

• No use of the Member Portal/Internet shall disrupt the use of the computer system by others.  HANSA’s hardware and/or software shall not be abused, modified or destroyed in any way.  

• Malicious use of the Member Portal/Internet, including hate mail, harassment, discriminatory remarks, abusive language, and any other antisocial behavior is prohibited.  

• Use of the internet for unlawful activities is prohibited. 

• Use of the Internet to access, process or view pornographic material, inappropriate files (as determined by HANSA), or files dangerous to the integrity of HANSA’s computer system is prohibited.  

• Misrepresentation of oneself or HANSA is prohibited.  

• Members shall not intentionally seek information on, obtain copies of, or modify files, other data, or passwords belonging to HANSA or other Members.  

• Members shall respect intellectual property rights at all times when obtaining information over the Internet.  Illegal or unauthorized downloading, uploading, copying or distribution of copyrighted works is prohibited. 

7.  MISCELLANEOUS 

1. Indemnification.   You will indemnify HANSA and the Released Parties from and against any and all claims, liabilities, and expenses including reasonable attorneys’ fees, resulting from any breach of this Agreement by you or the Members or their guests or their actions or omissions.  If any such claim, action, or proceeding is brought against HANSA or the Released Parties, you will, at your expense and upon written notice from HANSA, defend such action or proceeding by counsel approved by HANSA.  You are responsible for the actions if and all damages caused by all persons that you, the Members or their guests invite to enter the building.  You may be liable for repair and replacement fees of the actual cost of the damage.  

2. Waiver of Claims.  To the extent permitted by law, you, on your own behalf and on behalf of your Members, employees, agents, guests and invitees, waive any and all claims and rights against HANSA, the Released Parties and our landlord at the Premises resulting from injury or damage to, or destruction, theft, or loss of, any property, person or pet. 

3. Limitation of Liability.  The aggregate monetary liability of any of the HANSA Parties to you or your Members, employees, agents, guests or invitees for any reason and for all causes of action, will not exceed the total Membership Fees paid by you to us under this Agreement in the twelve (12) months prior to the claim arising.  None of the HANSA Parties will be liable under any cause of action, for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption.  You acknowledge and agree that you may not commence any action or proceeding against any of the HANSA Parties, whether, in contract, tort, or otherwise, unless the action, suit, or proceeding is commenced within one (1) year of the cause of action’s accrual or within the applicable statute of limitations period. 

4. Attorney Expenses.   In any action, suit or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator(s) or court, as applicable.   

5. Intellectual Property.  No member may take, copy or use for any purpose the name “HANSA” or HANSA’s or any business names, trademarks, services marks, logos, trade dress, other identifiers or other intellectual property or modified or altered versions of the same, or take, copy or use for any purpose any pictures or illustrations of any portion of the Premises, and this provision will survive termination of this Agreement.   

6. Updates to the Agreement.   We may from time to time update this Agreement and will provide notice to you of these updates.  You will be deemed to have accepted the new terms of the Agreement following the completion of one (1) full calendar month after the date of notice of the update(s). Continued use of the Premises and/or Services beyond this time will constitute acceptance of the new terms. 

7. Waiver.   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.   

8. Subordination.  This Agreement is subject and subordinate to our lease with our landlord of the Premises and to any supplemental documentation and to any other agreements to which our lease with such landlord is subject or subordinate.   

9. Extraordinary Events.  HANSA will not be 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 your part to pay any sum of money due to us under this Agreement) as a result of any causes or conditions that are beyond HANSA’s reasonable control, including without limitation, any interference with internet connectivity, or any delays or changes in construction of, or HANSA’s ability to procure any space in, any Premises. 

10. Severable Provisions.  Each provision of this Agreement shall be considered separable.  To the extent that any provision of this Agreement is prohibited, this Agreement shall be considered amended to the smallest degree possible in order to make the Agreement effective under applicable law. 

11. Survival.  All Member indemnification, waiver and payment provisions continued in this Agreement, and all other provisions of this Agreement reasonably expected to survive the termination or expiration of this Agreement, will survive the termination or expiration of this Agreement.   

12. Notices.  Any and all notices under this Agreement will be given vial email, and will be effective on the first business day after being sent.  All notices will be sent via email to the email address specified on the HANSA Membership Agreement Form, except as otherwise provided in the Agreement.  We may also send notices to the Primary Member as we determine in our reasonable discretion.  Notices related to the physical Premises, Members, other Member Companies or other issues in the Premises should be sent by the Primary Member.  Notices related to this Agreement or the business relationship between you and us should be sent by the Primary Member.  In the event that we receive multiple notices from different individuals within your company containing inconsistent instruction, the Primary Member’s notice will control unless we decide otherwise in our reasonable discretion.    

13. Headings; Interpretation.  The headings in this Agreement are for convenience only and are not to be used to interpret or construe any provision of the Agreement.  Any use of “including”, “for example” or “such as” in this Agreement shall be read as being followed by “without limitation” where appropriate.   

14. No Assignment.  Except in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the shares or assets of you or your parent corporation, you may not transfer or otherwise assign any of your rights or obligations under this Agreement (including by operation of law) without our prior consent.  We may assign this Agreement without your consent.   

15. Arbitration.  Any dispute between Landlord and Tenant arising out of the provisions of this Agreement, excluding payment disputes, shall be submitted to arbitration in such a manner as the parties may agree upon, or if they cannot agree, in accordance with the rules of the American Arbitration Association.  As a condition precedent to such arbitration, Member must be current, and remain so throughout the arbitration, with all payments due and owing under this Agreement, including payment of any amounts disputed by Member.  The foregoing agreement to arbitrate shall be specifically enforceable under applicable law in any court having jurisdiction hereunder.   

16. Jurisdiction.  The parties agree that venue for any judicial action, except for summary proceedings, shall be the Supreme Court, County of Erie, State of New York.  If either party does not maintain an office or residence in the County of Erie, State of New York at the time of the commencement of any action under this Agreement, then such party hereby designates the Secretary of State for the State of New York as its agent for the service of process.  Any matters involving this Agreement shall be governed by the laws of the State of New York. 

17. Entire Agreement.  This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and shall not be changed in any manner except by a writing executed by both parties or as otherwise permitted herein.  All prior agreements and understandings between the parties regarding the matters described herein have merged into this Agreement.