TERMS OF USE
DEFINITIONS
“We”, “Us” or “The Alley” means AlleyWorks LLC, or its assignee.
“You” or “Member” means the company listed on the Membership Form.
“Premises” or “premises” means any The Alley office space at which the Services are provided, including that listed on the Membership Form.
“Fellow Member” means any entity or individual which is a member of The Alley, but is not the Member.
“TOU” means these Terms of Use.
“Membership Agreement” or “Agreement” means the membership agreement consisting of the TOU, the Membership Form, the Community Rules, the Internet Policy and any applicable Addendum annexed hereto.
“Authorized User” means each person you authorize on your User List as being allowed to receive the Services (defined below).
1. Acceptance of Terms.
The Alley agrees to provide you the Services (defined below) subject to the terms of this Membership Agreement. The Alley reserves the right to modify and/or update the TOU, Community Rules and/or the Internet Policy from time to time. If The Alley changes the TOU or the Community Rules, we will post the modification on our website, premises, or otherwise and provide you with notice of the modification.
2. Description of Services.
The Alley may provide you with exclusive access to office space, and non-exclusive access to office space, desk space, work stations, internet service (wired and/or wireless), office equipment, conference space, knowledge resources, and other services as The Alley may offer from time to time, as applicable, pursuant to the terms of the membership plan indicated on the Membership Form (collectively, “Services”). The Services and the Membership Agreement are personal to you and may not be assigned to, transferred to or shared with any other party.
3. Representations and Warranties.
You hereby represent and warrant that you have all requisite legal power and authority to enter into the Membership Agreement, and that your Member Signatory has the authority to bind you to this Membership Agreement.
4. Use of Services.
(a) You will (and will cause your Authorized Users to) comply with all relevant laws and regulations in your use of the Services at all times. Without limiting the foregoing, you agree that when on the Premises or using the Services, you (including your Authorized Users) will not: defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; use any material or information in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party; create a false identity for the purpose of misleading others; obstruct any access to the Premises; create any circumstances of disrepair or damage any The Alley property or the Premises; bring any pets onto The Alley Premises (unless permitted by law); disrupt, cause a nuisance to or interfere with any Fellow Members or Fellow Member access to the Services; or otherwise violate this Membership Agreement, including the Community Rules.
(b) If you have been assigned an office in the Premises, The Alley reserves the right to relocate you to a different office, offices or desks at any time, in the event of a natural disaster, building defects, or any other occurrences deemed to protect a The Alley member, staff, or client.
© You may designate a certain number of individuals (which number is indicated on the Membership Form) to use, access, and/or receive the Services in accordance with this Membership Agreement. All Authorized Users must be designated in writing to The Alley prior to being entitled to Services. You may replace an Authorized User at any time by causing Member Contact to send an email to The Alley office manager, which email must include the name(s) and email address(es) of the departing and the new Authorized User(s) and the effective date of change. The changes will not take effect until The Alley confirms in writing that it has accepted and applied the change. An Authorized User will no longer be allowed access to Services upon the earlier of (1) the termination or expiration of this Membership Agreement, (2) your removal and replacement of such Authorized User, or (3) The Alley’s notification to you that such individual is terminated as an Authorized User. The Alley may terminate an individual as an Authorized User in The Alley’s sole discretion, however, The Alley will endeavor not to terminate any individual as an Authorized User unless such individual has caused Fellow Members to complain to The Alley or if such individual violated this Membership Agreement (including the Community Rules and Internet Policy). If the number of Authorized Users, or individuals regularly using your assigned office space (“Office Space”), exceeds the number allocated on the Membership Form, you will be required to pay the then-current additional applicable fee for each person in excess of such allocated number. The Alley reserves the right to limit the number of Authorized Users allowed at any point. By sending The Alley a request to add an individual as an Authorized User, you are representing and warranting that you have obtained all necessary consent from such individual to provide to The Alley the contact or other information about such individual.
5. Payment Terms.
(a) Upon submitting a signed and completed Membership Agreement and Agreement Deposit, you will deliver to us the monthly fee contained in your Membership Agreement (the “Membership Fee”) for the first calendar month of your membership. The term of your membership will commence on the date on which we provide you with access to the Premises and start providing the Services (the “Start Date”). If the Start Date occurs on a date other than the first calendar day of a month, you will pay us on the Start Date (as a condition to your receiving access to the Premises and the Services) a prorated Membership Fee for the period from the Start Date to the end of the calendar month in which the Start Date occurs. Following the expiration of any such partial month and the first full calendar month of your membership, you will pay the Membership Fee monthly, in advance, on the first day of the month. Should the Member not fulfill their obligations per this Agreement, including paying the first monthly fee concurrently with execution of this Agreement, the Agreement Deposit shall be forfeited.
(b) Please be advised that the building in which the Premises are located (“Building”), and the Premises, are currently undergoing renovations (“Renovations”). We have advised you, and you acknowledge, that our ability to provide you with access to the Premises and the Services is contingent upon the Renovations being completed and the Building receiving a temporary certificate of occupancy and any other approvals required for the Building and the Premises to be occupied (“Occupancy Conditions”). While we expect that this process will be completed in early 2026, we cannot guarantee the dates by which the Occupancy Conditions will be satisfied, and thus, we cannot guarantee the date by which the Start Date will occur. You acknowledge and agree that (i) we have not promised you when the Start Date will occur, (ii) the “Anticipated Start Date” stated on the Membership Details form is merely an estimate of when the Start Date is currently expected to occur and is not binding for any purpose, (iii) we shall have no liability to you if the Start Date does not occur by the Anticipated Start Date, and (iv) any delay in the Start Date will not affect any terms and conditions of this Agreement. Notwithstanding the foregoing, in the event the Start Date does not occur by March 1, 2026 (the “Outside Date”) due solely to the failure of the Occupancy Conditions to be satisfied, you shall have the right, as your sole and exclusive remedy, by written notice to us at any time on or after the Outside Date, to terminate this Agreement, in which case neither party shall have any further obligation or liability to the other, except that the Agreement Deposit and any prepaid Membership Fee paid by you will be refunded to you within five (5) days following our receipt of your notice of termination.
© You agree to pay the monthly fee via an Automated Clearing House (ACH) debit transaction or other preauthorized electronic fund transfer and will provide all necessary bank information and authorization required for The Alley to make such ACH debit or electronic fund transfer. You are responsible for paying any fees of your financial institution associated with the pre-authorized payment.
(d) The Alley reserves the right to terminate the Membership Agreement and cease all Services in the event of a late payment or non-payment, including any payment which is late or not made due to insufficient funds. In the event that The Alley does not exercise this right, you shall pay a late fee of 10% on all overdue balances and the Agreement Deposit shall be forfeited. The Alley’s waiver of its termination right for any late payment or non-payment shall not be deemed a waiver of such right as to any future late payment or non-payment. The Alley reserves the right to withhold the Services, including barring your entry to the Premises while there are any outstanding fees and/or interest. You agree to waive any and all rights of set off as to the Membership Fee.
(e) Upon your breach of this Membership Agreement, in addition to any other rights which The Alley may have, any discounts which you have been granted will automatically terminate, and all monthly fees for the duration of the original Agreement shall be due to The Alley.
(f) The Agreement Deposit is not a Membership Fee and shall not be applied to monthly Membership Fees for any monthly fees associated with this Agreement. The Agreement Deposit is intended to be held as a retainer for the performance of your obligations under this Membership Agreement. The Alley may, but shall not be obligated to, offset amounts owed under this Agreement with the Agreement Deposit following notice that such amounts are owed and outstanding, and if we elect to do so, you will pay us all amounts required to restore the Agreement Deposit balance to the amount set forth in the Membership Details form within five (5) days of receiving notice. Upon termination of this Agreement, except as otherwise provided in this Agreement, The Alley will return the Agreement Deposit, or any balance after deducting outstanding fees and other amounts due, including any unsatisfied Membership Fees, to you within thirty (30) days (or earlier if required by applicable law) after the termination or expiration of this Agreement and your provision to us of all account information or other information necessary for us to make such payment. Return of the Agreement Deposit is also subject to your complete performance of all your obligations under this Agreement, including payment of all Membership Fees and any other obligations applicable following the termination or expiration of this Agreement.
6. Nature of this Agreement.
This Membership Agreement is intended by the parties to be analogous to an agreement for membership in a club. The whole of the Premises remains our property, and in our possession and control. We are giving you the right to share with us the use of the Premises so that we can provide the Services to you. Notwithstanding anything in this Membership Agreement to the contrary, you and we agree that our relationship is not that of landlord-tenant or lessor-lessee and this Membership Agreement in no way shall be construed as to grant you or any Fellow Member any title, easement, lien, possession or related rights in our business, the Premises or anything contained in or on the Premises. This Membership Agreement creates no tenancy interest, leasehold estate, or other real property interest. The parties hereto shall each be independent contractors in the performance of their obligations under this Membership Agreement, and this Membership 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.
7. The Alley Required Disclosures.
The Alley reserves the right at all times to disclose any information about you and/or your participation in and use of the Services as The Alley deems reasonably necessary to satisfy any applicable law, regulation, legal process or governmental request.
8. Confidentiality.
(a) You acknowledge and agree that during your participation in and use of the Services you may be exposed to nonpublic, confidential or proprietary information, including any information that you know or have reason to know should be treated as confidential (“Confidential Information”) about or proprietary to The Alley or Fellow Members.
(b) You will (and will cause your Authorized Users to): (a) maintain all Confidential Information in strict confidence; (b), not disclose Confidential Information to any third parties; and (c) not use Confidential Information in any way directly or indirectly detrimental to The Alley or any other member or any user of the Services.
(c) All Confidential Information remains the sole and exclusive property of the respective disclosing party or party which owns such Confidential Information. You acknowledge and agree that nothing in the Membership Agreement or your participation in 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 The Alley or any member or any user of the Services. Notwithstanding the foregoing, you hereby waive any and all claims against The Alley for any exposure or use of your Confidential Information.
(d) You agree that this Membership Agreement, and any documentation or correspondence related thereto (including in the context of any dispute) is Confidential Information.
9. Our Reserved Rights.
The Alley may enter the Premises and/or the Office Space at any time for any purpose. The Alley may suspend or discontinue any portion of the Services for any reason at any time, however, The Alley will attempt to notify its members verbally or electronically in advance of such suspension or discontinuance, except in the case of routine maintenance or emergency. The Alley may modify or reduce the furnishings in the Premises at any time. The Alley will have no liability to you for any such entry or suspension or discontinuation of all or any of the Services.
10. Waiver and Disclaimer of Warranties.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ALLEY 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, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR LACK OF NEGLIGENCE. THE ENTIRE RISK AS TO THE QUALITY, OR ARISING OUT OF PARTICIPATION IN OR THE USE OF, THE SERVICES AND THE PREMISES, REMAINS WITH YOU AND YOU HEREBY WAIVE ALL RIGHTS OF RECOVERY FOR ANY LOSS RELATED TO YOUR ACCESS TO, PARTICIPATION IN OR USE OF THE SERVICES, INCLUDING IN THE CASE SUCH LOSSES ARE THE RESULT OF THE ALLEY’S NEGLIGENCE.
11. Exclusion of Incidental, Consequential and Certain Other Damages.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE ALLEY OR ITS SUBSIDIARIES (WHETHER OR NOT WHOLLY-OWNED), AFFILIATES, DIVISIONS, AND THEIR PAST, PRESENT AND FUTURE OFFICERS, DIRECTORS, SHAREHOLDERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS (“THE ALLEY AFFILIATES”), JOINTLY AND/OR INDIVIDUALLY BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THE PARTICIPATION IN OR INABILITY TO PARTICIPATE IN OR USE THE SERVICES OR THE PREMISES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS MEMBERSHIP AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF THE ALLEY, AND EVEN IF THE ALLEY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. Limitation of Liability and Remedies.
THE ENTIRETY OF YOUR RIGHTS UNDER THIS MEMBERSHIP AGREEMENT ARE ENFORCEABLE ONLY AGAINST THE ALLEY, AND YOU HEREBY WAIVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL RIGHTS OF RECOVERY WHICH YOU MAY HAVE AGAINST ANY ALLEY AFFILIATE(S). TO THE MAXIMUM EXTENT PERMITTED BY LAW, 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 THE ALLEY OR THE ALLEY AFFILIATES UNDER ANY PROVISION OF THIS MEMBERSHIP AGREEMENT AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO ACTUAL DAMAGES INCURRED BY YOU UP TO (BUT NOT EXCEEDING) A MAXIMUM OF THE TOTAL FEES PAID BETWEEN THE DATE YOU STARTED USING THE SERVICES AND THE DATE ON WHICH THE CLAIM ARISES.
13. Termination.
(a) The Alley may immediately terminate this Membership Agreement: (i) upon breach of this Membership Agreement by the Member; (ii) upon termination, expiration or material loss of our rights in the Premises; (iii) if any outstanding fees are late; (iv) if you fail to comply with the terms and conditions of the Membership Agreement or any other policies or instructions provided by us; or (v) at any other time, when we, in our reasonable discretion, see fit to do so; should The Alley terminate membership the member(s) will have 72 hours to retrieve all of their office and personal items from the location.
(b) Upon termination of the Membership Agreement, you agree to immediately remove any and all of your personal property from the Premises. Any property left behind is forfeited and may be destroyed. You will remain liable after termination for past due amounts, and we may exercise our rights to collect due payment, despite termination or expiration of this Membership Agreement.
(c) The initial term of this Membership Agreement will expire on the last day of the month in which the first anniversary of the Start Date occurs (unless the Start Date is the first day of a calendar month, in which event the initial term of this Membership Agreement will expire on the day immediately preceding the first anniversary of the Start Date) and, unless you notify us at least thirty (30) days prior to the expiration of such initial term that you will terminate your membership, your membership will thereafter automatically continue as a month-to-month membership at 150% of the monthly Membership Fee set forth in the Membership Details form. Once your membership has converted to a month-to-month membership, you may cancel your membership upon thirty (30) days written notice. If your notice of cancellation is delivered on any day other than the first day of the month, you will be responsible for all Membership Fees up to and including the date on which your membership terminates.
14. 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 The Alley, or any of The Alley’s managers, members, officers, advisors, employees, personnel, agents, policies, services or products, other than to comply with a court order or applicable law.
15. Indemnity and Release.
You hereby agree to indemnify, defend and save harmless The Alley and The Alley Affiliates, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses (including, without limitation, reasonable attorneys’ and consultants’ fees and costs), judgments, fines and penalties based upon or arising out of the negligent actions, errors, omissions, willful misconduct and/or fraud, violation of law and/or the breach of this Membership Agreement by you, your Authorized User(s) or your guests or by your or your Authorized User(s) or your guests’ participation in or use of the Services. You further agree that in the event that you, your Authorized User(s) or your quests bring a claim or lawsuit in violation of this Membership Agreement, you shall be liable for any attorneys’ fees and costs incurred by The Alley and The Alley Affiliates in connection with the defense of such claim or lawsuit.
You agree that you shall keep your property in and use the Premises and Office Space at your sole risk. The Alley shall not be responsible or liable for any loss or damage to your equipment or other personal or intangible property or your business. The Alley shall not be responsible or liable to you or your Authorized User(s), for any loss or damage to either person(s) or property that may be occasioned by or through the acts or omissions of persons occupying adjacent, connecting or adjoining premises. We shall not be responsible or liable for any injury, loss or damage to any person or to any property of you or any other person caused by or resulting from bursting, breakage or leakage, steam or snow or ice, running, backing up, seepage, or the overflow of water or sewage in any part of the Premises or for any injury or damage caused by or resulting from any defect or negligence in the occupancy, construction or use of the Premises or the Building, or machinery, apparatus or equipment therein or thereon; or by or from the acts of negligence of any occupant of the Building. The Alley shall in no event be liable for any damages arising from any act, omission or negligence of any other tenant or occupant at the Building or the landlord of the Building. As material consideration for The Alley entering into this Membership Agreement, you, on behalf of yourself and your Authorized User(s), hereby release The Alley from any and all claims and damages arising from any of the matters set forth in this paragraph.
16. Media and Telecommunication Equipment.
In connection with the Services, The Alley may provide you access to presentation and teleconferencing, equipment, including, but not limited to video conferencing devices, cameras, monitors, television stands, lighting equipment, and backdrops. You agree that you will (and will cause your Authorized Users to) use and operate the equipment only in a careful and proper manner, within the allotted room in the Premises, in compliance with all laws, ordinances, and regulations relating to the possession, use, or maintenance of the equipment, including registration and/or licensing requirements, if any. Any use of such equipment must be scheduled in advance with The Alley. You represent and warrant that you will have obtained all rights, permission and licenses necessary for the production of any content using the equipment. You assume all risks of loss or damage to the equipment during your use of such equipment from any cause, and agree to return it to The Alley in the condition received. All damage to the equipment must be paid for within 5 days of notice from The Alley. The Alley shall have the option of requiring you to repair the equipment to a state of good working order, or replace the equipment with like equipment in good repair, which equipment shall become the property of The Alley. The provisions of this Section 16 are in addition to, and do not replace, any additional indemnification obligations of Member hereunder.
17. Insurance.
You are strongly encouraged to carry an insurance policy to cover your equipment and personal property while using the Premises. You waive any right of subrogation and right of recovery or cause of action for any damage or theft, destruction, or loss of property, or any injury including death to the extent the same is insured against under any insurance policy which you may have.
18. Internet Policy.
The Alley makes no representations whatsoever as to the security of the internet, wired or wireless telecommunications systems, or hosting services provided as part of the Services, or of any data or communications system or any information that you send through or place on it, and you acknowledge and agree that you have no expectation of privacy with respect to such systems. The Alley is not responsible for any loss of data, information, business, goodwill or otherwise as a result of such interruptions. You are responsible to protect your own computers, devices and data, information, business and goodwill from damage or interference, including but not limited to viruses or malware. You agree to abide by the terms of The Alley’s Internet and Privacy Policy (the “Internet Policy”), available upon request. The Alley may amend or change the terms of the Internet Policy at any time.
If The Alley suspects you have violated the Internet Policy, The Alley will investigate and may institute legal action, immediately deactivate Services to any account without prior notice to you, and cooperate with law enforcement authorities in bringing legal proceedings against violators, and you agree to reasonably cooperate with The Alley in all such actions. You agree to indemnify The Alley for any damages to The Alley infrastructure or business caused by your violation of the Internet Policy.
19. Privacy Policy.
We may collect, process and/or use personal data about you in a variety of ways, including personal data that may be provided by you upon execution of this Agreement or during your or the Members’ membership, and information that may be gathered from our security cameras located on the premises. We may collect, process, use, store and transfer personal data in accordance with applicable laws, for various purposes including facilitating the Services, perform accounting and administrative tasks, internal review and audit, compliance with obligations under applicable laws and regulations, to enforce or manage legal claims and otherwise in accordance with the Internet Policy. For the purposes stated above, we may transfer the personal data collected by us and make it available to our personnel, advisors, professionals, subcontractors, independent consultants, external third party services providers and our affiliates.
20. Mediation and Arbitration of Disputes.
If a dispute arises between us that we cannot resolve between ourselves, the alternative dispute resolution process of this paragraph will apply. You and we shall maintain confidential the entry into, contents of or result of any alternative dispute resolution, unless required by law.
(a) Mandatory Mediation. You and we agree that any and all disputes, claims or controversies arising out of or relating to the Membership Agreement shall be submitted to JAMS, or its successor, for mediation, and if the matter is not resolved through mediation, then it shall be submitted to JAMS, or its successor, for final and binding arbitration pursuant to Section 20(b) below. If, for any dispute, claim or controversy to which this Section 20(a) applies, any party (i) commences an action without first attempting to resolve the matter through mediation before commencement of an action, refuses to mediate after a request has been made, then that party shall not be entitled to recover attorneys’ fees, even if they would otherwise be available to that party in any such action. We will cooperate with one another and with JAMS in selecting a mediator from the JAMS panel of neutrals and in scheduling the mediation proceedings. You and we agree to participate in the mediation in good faith and to share equally in its costs.
(b) Arbitration. Any dispute, claim or controversy arising out of or relating to this Membership Agreement or the breach, termination, enforcement, interpretation or validity hereof, including the determination of the scope or applicability of this Membership Agreement to arbitrate, shall be determined by arbitration in the same city where the real property and Membership Agreement exists, before one arbitrator who is (i) a retired judge from the Superior Court of the State where the real property and office location exists, and named County where the real property and Membership Agreement office location exists; or (ii) an attorney with at least ten (10) years of active practice in relevant areas of law. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the arbitration award (“Award”) may be entered in any court having jurisdiction. Nothing in this Section 20(b) shall preclude The Alley from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
(c) No Class Actions. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. You agree that you will not bring, participate in or instigate any class arbitration, class action, private attorney general action or consolidation with other arbitrations in connection with any matter arising out of or touching on this Membership Agreement, your membership in The Alley, or your use of the Premises.
21. Miscellaneous.
(a) Entire Agreement. The Membership Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained herein and therein, and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties pertaining to such subject matter.
(b) Severability. In the event that any provision or portion of the Membership Agreement is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of the Membership Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.
(c) Waivers. No waiver of any provision of this Membership Agreement shall be binding on The Alley unless executed in writing by an authorized representative of The Alley.
(d) Successors and Assigns. The Membership Agreement shall be binding on your heirs, legal representatives, successors and assigns.
(e) Notice. All notices, requests, demands or other communications for which the Membership Agreement provides shall be in writing and shall be addressed at the following addresses: (1) if to The Alley: The Alley, LLC, 368 Broome Street, 2nd Floor, New York, NY, 10013, Attn: Director of Finance and Operations (2) If to you: at the address you provided in the Membership Agreement. All notices under the Membership Agreement shall be effective: (a) forty-eight (48) hours after deposit in the U.S. Mail, postage prepaid, registered or certified mail, return receipt requested; (b) upon delivery, if delivered in person to the address set forth above; or (c) upon delivery, if sent by commercial express service, such as Federal Express, except that notices of change of address shall be effective upon receipt.
(f) Attorneys’ Fees. If The Alley shall bring any action for any relief against you arising out of the Membership Agreement, including arbitration pursuant to Paragraph 20 above, the non-prevailing party shall pay to the prevailing party a reasonable sum for attorneys’ and consultants’ 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.
(g) Survival. Sections 5, 10, 11, 12, 13, 15, 17, 19, 20 and all other provisions of this Agreement which are expressly stated or reasonably expected to survive the termination or expiration of this Agreement will do so.
(h) Governing Law. The rights and obligations hereunder shall be governed by, and the Membership Agreement shall be construed and enforced in accordance with, the laws of the State of New York. Venue for the resolution of any dispute arising out of the Membership Agreement shall be New York City, New York.
(i) Governing Law. This Agreement may be executed in counterparts. Counterparts signed and/or delivered electronically (including by DocuSign) shall be binding as an original.
COMMUNITY AND FACILITY RULES
These Community and Facility Rules (“Community Rules”) form a part of and are incorporated into the Membership Agreement between you and The Alley and describe the manner in which you must use of the services provided by The Alley. If you have any questions about these Community Rules, please contact kym@alleycorp.com. By using the Services, you are agreeing to abide by and be bound by these Community Rules.
I. Collaboration, Sharing and Mutual Respect.
A major benefit of The Alley membership is access to your fellow members. We absolutely encourage The Alley members to make connections, collaborate on projects, share ideas, provide advice, and generally make great stuff happen. However, members may NOT spend a large part of their time at the Premises directly soliciting other members and this could result in cancellation of your membership were it to continue after you were cautioned. The Alley is fundamentally a place to work. While we want our community to be open, fun, energizing, and collaborative, we also want it to be professional, and the interest thereof, all members, guests and other users of the Services must abide by the following rules and requirements:
1. Every person using The Alley Services must be a paid member. Exceptions are limited to: (a) non-members who may use The Alley Services when they are meeting The Alley members at the Premises for business-related meetings; and (b) non-member attendees of special events in the Premises. Members are accountable for the conduct of their guests. Members must immediately notify The Alley of any additional usage of the Services beyond that designated in their current Membership Agreement. The Alley reserves the right to refuse access to any persons, including Members, that The Alley in good faith judges to be a threat to the safety, reputation, or property of the Premises and its occupants. Members must use the guest/visitor management software designated by The Alley. All guests/visitors must be registered in order to access the Premises.
2. The Alley premises can be accessed via Brivo application on a Bluetooth enabled smartphone. Alternatively, key cards can be obtained only from The Alley, at your cost, and are NOT transferable. You are not authorized to copy or to give or “loan” your key card to anyone else for any reason. The Alley may cancel your membership if we discover that you have violated this rule. The Alley may require deposits for such key cards, which deposits will not be held in an interest-bearing account.
3. Please keep the kitchen area clean. Please wash, dry, or place in the dishwasher your cups, glasses and dishes. Please take care of your guests’ items as well.
4. Please label and date all food and beverages you put in the refrigerator. The Alley reserves the right to throw anything in the refrigerator away that should be thrown out, in our judgment.
5. Discrimination toward and harassment of others are prohibited in the Premises.
6. The Alley has a zero-tolerance policy for any remarks or behavior that fails to respect the dignity and feelings of any individual in or from the Premises. We recommend that all employees of all The Alley member companies take a class on the problem of workplace harassment.
7. You agree to keep your workspace clean and orderly and to remove all trash, packaging and boxes from your workspace or common space frequently.
8. Your membership in The Alley affords you access to conference rooms and private phone booths. Please note the following regarding conference rooms and phone booths:
a. The Alley has a limited number of conference rooms and to ensure that rooms are always available members must book conference rooms prior to use using the scheduling software provided by The Alley. There is no drop-in use of conference rooms.
b. Phone booths are available on a first come first serve basis and have a limit of 60 min per use.
c. You may not re-sell or donate your conference room time to any non-member or to groups having non-members.
d. Please clean up after using a conference room. If you re-arrange the furniture in the conference room, please return it to the original set-up when you’re finished. Please erase the white boards after use.
9. If you want to hold an event at an The Alley event space, please talk to The Alley staff to discuss scheduling, guest policy, insurance requirements, and fees. We may require the execution a separate event/license agreement in connection with the holding of such event.
10. The Alley is a 24/7 facility for members. Members are expected to be mindful of security at the Premises and of the safety of others at all times.
11. You are not allowed to install any permanent or temporary display, signage, or logo without pre-approval from The Alley.
12. You may not use the name of The Alley, our phone number or email address, the name of the Premises or any picture of the Premises in connection with, or in promoting or advertising your business or any endorsement of or testimonial with respect to your business without the prior written consent of The Alley. You may, however, use the address of the Premises as the address of your business.
13. In the unlikely event that The Alley waives any Community Rule as to you or any particular member, such waiver shall not constitute a waiver of any other rule or regulation or any subsequent application thereof to you or any other member.
II. Rules of the Premises.
The Alley leases its space from a landlord, and in order to ensure The Alley’s continued compliance with its lease, members and guests must abide by the following rules and regulations regarding the Premises.
1. You may not place anything, or allow anything to be placed where it may, in The Alley’s judgment, appear unsightly from the outside of the building in which the Premises are located (“Building”).
2. The sidewalks, halls, passages, exits, entrances, elevators and stairways shall not be obstructed or used for any purposes other than for ingress to and egress from the Premises.
3. You agree to use the Premises so as not to necessitate any unnecessary janitorial labor or services and will throw all waste in appropriate receptacles.
4. You cannot cook in the Premises (excepting use of the coffee maker and microwave) and cannot sleep in or otherwise use the Premises for lodging.
5. The Alley facilities are smoke, tobacco, and illegal substance free. You, your employees and invitees may not smoke, vape, chew tobacco or carry lighted cigars or cigarettes EXCEPT in areas reasonably designated by The Alley and allowed by applicable law and government agencies as smoking areas.
6. You may not bring upon, use or keep in the Premises or the Building, any inflammable, combustible or explosive material, or use any method of heating or air conditioning other than that supplied by The Alley.
7. Upon the termination of Services, you will deliver to The Alley all keys, key cards, openers and passes for doors and gates which have been furnished to you.
8. You will (and will cause your Authorized Users to) use reasonable efforts to cause all doors and gates to the Premises that you have opened to be closed and securely locked before leaving the Building. You and the other members assume full responsibility for protecting the Premises from theft, robbery and pilferage, which includes keeping doors locked and other means of entry to the Premises closed and secured.
9. You will cooperate fully with The Alley to assure the most effective operation of the heat and air conditioning system for the Premises, and will refrain from attempting to adjust any controls. You will (and will cause your Authorized Users to) keep corridor doors closed.
10. Except with the prior written consent of The Alley, you will not sell or cause to be sold any items or services in the Premises, nor will you carry on or permit or allow any employee or person to carry on the business of machine copying, stenography, typewriting or similar business in or from the Premises for the service or accommodation of occupants of any portion of the Building without written consent of The Alley.
11. You will (and will cause your Authorized Users to) not install in, affix to, or bring into the Premises any furniture, fixtures, or equipment. You will (and will cause your Authorized Users to) not place graffiti on or deface the walls, partitions or other surfaces of the Premises or the Building.
12. On Saturdays, Sundays, federally observed holidays and on other days during certain hours for which the Building may be closed after normal business hours, access to the Building or to halls, corridors, elevators, stairwells will be controlled by The Alley through the use of an electronic access and key card system. This system will verify any and all persons seeking access to the Building through the use of proper identification to determine if they have rights of access to the Premises. The Alley will in no case be liable for damages wherein admission to the Building has not been granted during abnormal hours by reason of your failing to properly identify yourself through the use of an enabled smartphone or a key card, or through the failure of the Building to be unlocked and open for access by you, your employees and general public. Nothing contained herein will obligate The Alley to provide such electronic access and key card system or to make The Alley liable for any act or omission or failure of such system and the key cards which may be provided.
13. You will (and will cause your Authorized Users to) not change locks or install other locks on doors without the prior written consent of The Alley.
14. You will (and will cause your Authorized Users to) not damage or inappropriately use any toilet rooms, plumbing or other utilities. You will give prompt notice to The Alley of any accident or damage to or defects in electrical, plumbing, mechanical, telecom, heating, ventilation and air conditioning, or other systems or apparatus known to you so the same may be attended to properly.
15. As a courtesy to Members, The Alley will accept a reasonable volume of mail and packages on Member’s behalf that are delivered in Member’s absence to the Premises. Member hereby authorizes The Alley’s representatives to accept on Member’s behalf any packages that are addressed to Member and delivered to The Alley representatives due to Member’s absence, and agrees to hold The Alley and such representatives harmless for signing for receipt of such packages and for any loss of or damage to the packages.
16. You will not make or permit any noise or odors that annoy or interfere with other members or persons having business in the Premises. You will (and will cause your Authorized Users to) not bring anything in or around the Premises or Building that is excessively heavy or that causes excessive vibration in any part of the Building.
17. Neither you nor your Authorized Users will keep animals or birds in the Premises nor bring motorcycles, motor scooters, mopeds, bicycles, scooters, skateboards or other modes of transportation into areas not designated for them.
18. You will not employ any service or contractor for services or work to be performed in the Building, except as approved by The Alley.
19. Use of the roof space of the Building (“Roof Space”) is subject to the rules and regulations set forth in Section III below.
20. You will (and will cause your Authorized Users to) comply with all safety, fire protection and evacuation regulations established by The Alley, the owner of the Building or any applicable government agencies.
III. Roof Space Rules and Regulations.
1. All of the rules and regulations set forth in the foregoing Sections I and II of these Community Rules apply to the Roof Space. The following rules and regulations are specific to the Roof Space and are supplemental to the foregoing Sections I and II of these Community Rules.
2. Use of the Roof Space is permitted from 8:00 a.m. to dusk, Monday through Fridays, weather permitting.
3. General day-to-day access to the Roof Space is non-exclusive and limited to Members and their permitted invitees and tenants of the Building. Access to the Roof Space is controlled by the landlord of the Building (“Landlord”) and may be restricted in connection with any pre-planned parties or exclusive events, or any repairs and maintenance.
4. The Roof Space may not be occupied by more than the permitted capacity in accordance with the Building certificate of occupancy. The permitted capacity of the Roof Space may be reduced or restricted by Landlord or The Alley at any time and from time to time. At no time shall users block means of egress from the Roof Space.
5. Sunbathing is not permitted on the Roof Space.
6. All users of the Roof Space are responsible for the proper disposal of their own trash, and for their own neat and orderly use of the Roof Space. Users of the Roof Space may not engage in any activity that would diminish the neat and orderly appearance of the Roof Space.
7. No equipment or appliances of any kind shall be placed or operated on the Roof Space so as to disturb other tenants or occupants or users of the Building. No objectionable noise or vibrations, including the loud playing of any musical instrument or radio, shall be made on the Roof Space.
8. Smoking and use of e-cigarettes is not permitted anywhere at any time on the Roof Space. The consumption of alcoholic beverages is not permitted anywhere at any time on the Roof Space except with Landlord’s and The Alley’s prior written consent in connection with a planned event.
9. Cooking, barbecuing and open flames are not permitted on the Roof Space. Food deliveries to the Roof Space are not permitted.
10. No signs, flags, or banners are allowed on the Roof Space.
11. Roof Space users may not sit on or place objects on the parapet walls or railings. Roof Space users may not throw anything off the roof. Users and visitors throwing or dropping any object from the Roof Space will result in the expulsion of the user and all visitors of such user from the Roof Space. Ball playing and horseplay are not permitted on the Roof Space. Disorderly conduct is not permitted on the Roof Space.
12. These Roof Space rules apply to all Members, their Authorized User(s) and their employees and permitted invitees. If a Member or its Authorized User(s) or its employees or invitees violate these rules, then such violations may result in the suspension or revocation of privileges for such parties, at the discretion of The Alley, the Landlord and/or the Building manager.
13. In the event of an emergency, call 911. Users and visitors on the Roof Space must follow the instructions of The Alley and Building staff during emergency situations.