Salon Membership

Payment Schedule: Upfront and Annual
Minimum Term: The minimum term for a salon membership is one (1) year.


CANCELLATION NOTICE:

Annual Term: If you have an annual Membership term, your Membership Term will automatically renew unless you provide NeueHouse with sixty (60) days advance written notice that you wish to change or terminate your Membership status.


This Membership Agreement (“Agreement”) is entered into by and between the NeueHouse affiliate set forth on your Membership Invoice and Populous Group, LLC identified in this Agreement (each referred to as a “Member Company” or “you”). The NeueHouse affiliate designated on your Invoice will depend on factors such as (i) where the Member designates as its Resident House, (ii) which affiliate’s House the Member most frequents, which may be deemed the Members primary Premises (if applicable) is located. We reserve the right to change the NeueHouse affiliate that charges you for your Membership use of the NeueHouse facility and services offered under your Membership.



This Agreement is intended provide the basic Terms and Conditions of your NeueHouse Membership, which are discussed and set forth in detail below. We reserve the right, from time to time, to amend these Terms and Conditions, including the House Rules, the terms of the various NeueHouse Membership Tiers and the House Information and House Service Addenda, each of which is specifically incorporated and made part of this Agreement. Any such amendments will become effective upon the date of written notice to you via the email, or on such later date as may be specified by NeueHouse, and your continued use of NeueHouse shall represent your assent to such changes.



TERMS & CONDITIONS



The below Terms and Conditions of your NeueHouse Membership Agreement are acknowledged by you as being read and agreed to by way of your execution of the first page of this Membership Agreement:



HOUSE VOCAB:


1. “Agreement” means this Membership Agreement together with all Terms and Conditions and House Rules.

2. “Affiliate” means with reference to NeueHouse a subsidiary, partner or Person controlling, controlled by, or under the common control of NeueHouse LLC, or a Delaware limited liability company, which owns, operates or otherwise manages a House operating under the NeueHouse moniker.

3. “Authorized Signatory” means an individual authorized to legally bind your company.

4. “Effective Date” means the date of the signature on this Membership Agreement.

5. “House” means a NeueHouse facility.

6. “House Rules” means those specific rules and regulations that are published and pertinent to each House, which in addition to the Terms and Conditions of this Agreement describe the rights, restrictions and other terms applicable to your Membership and your use of a House.

7. “Member” means each person you designate on the Schedule of Members and pay fees for House access.

8. “Member Company” or “you” means the company, entity, or individual that enters into a Membership Agreement with NeueHouse and is listed in the Schedule of Members; a Member, Member Company or you may be referred to from time to time herein as a “Party” or “party” and collectively with NeueHouse as “Parties” or “parties”;

9. “Membership Tier” means the level of membership services and benefits elected by the Member (e.g. gallery, studio), which shall include those benefits, services, rights and fees commensurate with the tier.

10. “Member Portal” means the NeueHouse website and data portal accessed via a username and password issued to Members only to access either the website or app.

11. “Member Space” means the desks, workstations, workspace location(s) or studio included in the Membership Tier contracted for by the Member under this Agreement.

12. “Minimum Term” means the minimum number of months/years of Membership associated with your Membership Tier, or as otherwise agreed in writing to by and between you and NeueHouse.

13. “NeueHouse”, “we” or “us” means the NeueHouse Affiliate you are contracting with under this Agreement

14. “Person” means an individual, partnership, corporation, limited liability company, association, a joint stock company, a trust, a joint venture, an unincorporated organization, or any other form of legal entity.

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

16. “Primary Member” means the primary Member contact for NeueHouse if Member is more than one Person.

17. “Resident House” means the Premises in which your primary Member Space is located, as set forth in the Membership Details Form.

18. “Resident Team” means the Persons identified on the Schedule of Members other than the Primary Member with each Person identified being a Resident Team Member and intended to be a Member of NeueHouse and subject to compliance with the terms of this Agreement.

19. “Reservation Deposit” means a deposit provided by the Member prior to the Welcome Date equal to one month’s Membership fee.

20. “Schedule of Members” means the schedule of Persons at the end of this Agreement that provided pertinent identification, billing and contact information for the Primary Member along with each Member of the Resident Team; which schedule shall be amended and updated from time to time by the Member to account for additions or removals to the Member’s Resident Team.

21. “Start Date” means the date your NeueHouse Membership commences.

22. “Term” means the period from the Effective Date of this Agreement until the date of Termination.

23. “Welcome Date” shall mean the date specified by the Primary Member when the Member would like access to the House and the benefits of Membership to commence.


II. MEMBERS:
1. Schedule of Members. Only those Persons identified on the Schedule of Members will be deemed to be “Members” and entitled to the privileges of the House and Membership. You are responsible for updating and maintaining the accuracy of the Schedule of Members and all information provided thereon. Your Primary Member may make changes to your Schedule of Members by contacting Membership Services or through the Member Portal. To add new Members to your Schedule of Members in excess of the number allocated under your Membership Tier, you must contact the designated Membership services office at your House.
Upon the addition of a Member to the Schedule of Members, NeueHouse will create a profile for such Member and such Member of the Resident Team shall be entitled to receive a Membership Card and access to the House and Membership privileges. Lost or stolen Membership Cards may be replaced at the cost of the Member. The created profile will include only the Member’s name and the Member Company; any additional information, including a photograph, shall be added solely as determined by you or your Members. Such profile will be viewable by us, our employees and agents, and other members.
2. Changes to or Removal of Primary Member or Authorized Signatory. An Authorized Signatory generally has the sole authority to make changes to or terminate this Agreement. A Primary Member will generally serve as NeueHouse’s primary contact regarding matters that involve your Members, the physical Member Space, the House or the Premises. We will be entitled to rely on communications to or from the Authorized Signatory or Primary Member as notice to or from the applicable Member Company. However, an Executive Officer of the applicable Member Company (“Executive Officer”) will have the authority to override the request of an Authorized Signatory or Primary Member, as applicable, provided that we receive such a request within 24 hours following such Authorized Signatory’s or Primary Member’s request. We will be entitled to request reasonable information to confirm that an individual claiming to be an Executive Officer truly is one and to exercise our discretion in determining whether a particular position constitutes an “Executive Officer.” An Executive Officer will also have the authority to remove or replace the individual serving as the Authorized Signatory and/or Primary Member. Unless we receive instructions from the Authorized Signatory or Executive Officer, if the individual designated as the Primary Member ceases to provide services to the Member Company or ceases using the Office Space regularly, we will use our reasonable judgment in designating a replacement Primary Member.
MEMBERSHIP FEES AND RESERVATION DEPOSIT:


1. Upon the Effective Date, you shall be obligated to deliver the following payments to NeueHouse (i) the Reservation Deposit and (ii) the Membership fee for the first month of the term of your Membership commencing with the Welcome Date (if Welcome Date is not the Effective Date), which shall be prorated if the Welcome Date is not the first of the month. A Member may cancel its Membership without penalty upon thirty (30) days written notice prior to the Welcome Date and, upon receipt of the notice of cancellation, we will promptly return the Reservation Deposit and first month’s fees will be fully refunded to the Member. If notice in compliance with the preceding sentence is not provided then NeueHouse shall be entitled to keep and you hereby agree to forfeit and release without future claim the Reservation Deposit and any Membership fees paid in advance. You hereby agree that the foregoing is a reasonable compromise in light of the losses NeueHouse will suffer without sufficient advance notice of a cancellation of Membership.



2. During the Term of your Membership, NeueHouse will invoice you for Membership fees and other charges due to NeueHouse on the fifteen (15th) of each month for the upcoming month. You are responsible for and obligated to make prompt and timely payment of Membership fees no later than the twenty-fifth (25th) of each month for the upcoming month during the Term. You may pay Membership fees and other charges due by credit card, debit card or ACH, which will be charged on an automated recurring basis on the twenty-fifth (25th) of the month, which for Membership fees shall account for the upcoming month of your Membership. At any time after the expiration of your Minimum Term, Membership fees are subject to change at the sole discretion of NeueHouse upon thirty (30) days written notice. Prior to commencement of the Term your Membership you will be required to pay a Reservation Deposit, which shall be refundable subject to compliance with all terms of this Agreement.



3. If Membership fees are not received by the fifth (5th) day of the month for that current month, NeueHouse, in its sole discretion, may suspend (“Suspension”) your Membership and all privileges appurtenant to it until your account is brought current, which may include denying each Member, including the Primary Member and each Resident Team member, access to the House and all property of the Members that may be stored within the House. A ten percent (10%) late fee will apply if Membership fees are not received by the fifth (5th) day of the month for that current month. Commencing upon the first day that Membership fees are past due, interest shall also accrue at ten percent (10%), or the maximum rate allowable at law in the jurisdiction of your Resident House, and NeueHouse may, in its sole discretion, collect any accrued interest together with past due Membership fees. If Membership fees are not received by the fifth (5th) day of each month, NeueHouse may, in its sole discretion, draw upon your Reservation Deposit to satisfy any past due amounts or other monetary obligations of the Member hereunder. If you fail to timely pay any Membership fees or other charges on more than one (1) occasion during any twelve (12) month period during the Term of your Membership or Membership fees and other monetary obligations of a Member remain past due for more than thirty (30) days, NeueHouse may terminate your Membership immediately upon notice to you in accordance with Section IV below. Upon termination of this Agreement, all Members on your account will also have their Membership terminated, notwithstanding any other provision herein. NeueHouse will have no obligation to refund any Membership fees or other amounts, even if you don’t use your Membership or terminate it before the end of the then-current term. You agree to pay any sales, use, value-added and other taxes or governmental charges related to the Membership fees or any other products or services provided by NeueHouse, other than any income taxes of NeueHouse. When we receive funds from you, we will first apply funds to any balances which are in arrears to the earliest month due first. Once past balances are satisfied, any remaining portion of the funds will be applied to current fees due.



4. When you return your NeueHouse Member card and have removed all personal property from the Member Space, NeueHouse will refund the Reservation Deposit to you within forty-five (45) days of the Termination date, subject to your complete satisfaction of your obligations set forth in the Agreement, including those pertaining Termination of your Membership. NeueHouse has no duty to maintain the Reservation Deposit in an escrow or interest-bearing account and such funds will be available for use by NeueHouse for the duration of your Membership. You acknowledge that you are not entitled to any interest on the Reservation Deposit. If you wish to change your Membership Level to one(s) carrying higher monthly Membership fees, you agree to deposit with NeueHouse such additional funds (to be a part of the Reservation Deposit) necessary to ensure that the Reservation Deposit shall at all times be equal to one month’s Membership fee. You acknowledge that the purpose of the Reservation deposit is to serve as an incentive to you to vacate the House when required hereunder and leave it in an acceptable condition (as required hereunder). To ensure that the full Reservation Deposit amount is on hand at all times during the Membership term, you agree to deliver to NeueHouse upon its request any amount necessary to restore the full amount of your Reservation Deposit following any draw that NeueHouse has previously made on your Reservation Deposit. In the event that you have previously paid a reservation fee requested by NeueHouse, that fee will be applied to your Reservation Deposit.



AUTO-RENEWAL OF MEMBERSHIP:


1. For NeueHouse to manage your Membership effectively and to ensure seamless continuity of services, all Memberships will renew automatically for successive periods equal to the current term, and may be subject to an automatic three percent (3%) increase of the previous year’s Membership Fee. If Member does not wish to renew Membership, Member must provide written notice prior to Membership End Date for a request not to renew Membership according to the following timeline:

i. Annual Membership Term: 60 days written notice

ii. Three-Month Membership Term: 30 days written notice



2. Autorenewals are at NeueHouse’s sole discretion and NeueHouse may decline to continue your Membership beyond the Membership End Date.





TERMINATION OF MEMBERSHIP BY NEUEHOUSE:


1. Termination. NeueHouse may withhold services and immediately terminate this Membership and Agreement: (i) upon a breach of this Agreement by any Member including the Terms and Conditions and House Rules; (ii) upon termination, expiration or material loss of NeueHouse’s rights in the premises; (iii) if any outstanding fees are still due after NeueHouse provided notice of no less than five (5) Business Days; or (iv) at any other time in NeueHouse’s sole discretion upon no less than thirty (30) days written notice. You will remain liable for past due amounts and for any breaches of this Agreement, and NeueHouse may exercise its rights to collect due payment, despite termination or expiration of this Agreement. In the event this Agreement is terminated by NeueHouse pursuant to subsection (i), (iii) or (iv) above, in addition to any past due amounts or amounts due arising from a breach of this Agreement or other of your obligations arising under this Agreement, 100% of the Membership Fee for the remainder of the Membership Term shall be immediately due and payable. NeueHouse will not provide refunds upon termination or cancellation of your Membership.



2. Upon violation of any provision of this Agreement, NeueHouse will provide you, and in the case of a Member of the Resident Team, both you and such Member, written notice to the email address(es) we have on file, which you agree to keep current for each Member of the Resident Team. The notice shall specify either (i) the nature of the violation and the time frame in which to cure said violation, which time to cure need not be provided, or (ii) the date upon which your Membership and this Agreement shall terminate.



3. Effect of Termination. Following date of termination of your Membership, neither you , nor any Resident Team Member while employed or affiliated with you, will any longer be permitted to access any House or any NeueHouse affiliated events requiring Membership. Prior to the last day of Membership, you agree to return all Membership Cards and Member Space keys to NeueHouse and pay any outstanding charges or fees due on your Member account. In the event any charges remain unpaid, including any for any damage to the House or related property (other than normal wear and tear), you agree that NeueHouse may deduct such amounts from and apply the Reservation Deposit, and thereafter charge any remaining amounts due to the payment method you have on file, which will remain active and available, and authorized to process such charges, for thirty (30) days after the date of Termination of your Membership. Provided that all these conditions are met, and NeueHouse will refund your any remaining Reservation Deposit funds within forty-five (45) days of the final day of your Membership.



Prior to the termination or expiration of this Agreement, you will remove all of your, your Resident Team members’, and your or their guests’ property from the Member Space and the Premises. NeueHouse is not responsible for any personal or business property left at NeueHouse after the end of a Membership Term and NeueHouse shall be entitled to, without liability, dispose of any property remaining in or on the Member Space or Premises after the termination or expiration of this Agreement. NeueHouse 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.



HOUSE MAINTENANCE AND USE:


House Maintenance


A. NeueHouse will use its commercially reasonable good faith efforts to provide you with the Member Space associated with your Membership Tier together with any included furnishings, desks and basic electrical outlets and lighting. Upon not less than sixty (60) days advance written notice to you, NeueHouse reserves the right and may move the location of or reduce or increase the size or configuration of your Member Space; provided that the new location you are moved to is reasonably comparable to the space you were moved from; and provided further that should the size of your location be materially increased or decreased, you and NeueHouse shall meet within the aforementioned sixty (60) day period to discuss appropriate amendments, if any, to the terms of your Membership under this Agreement.



B. You acknowledge and agree that in order to receive certain services (including, but not limited to, access to the network, shared printing, etc.), you must install certain drivers and software to be provided by NeueHouse and/or its designee. NeueHouse hereby grants to you a revocable non-exclusive license to use these certain drivers and software during the Term of your Membership. You may not resell, lease, license or distribute any of the services, drivers or software provided to you to any third party without the prior written consent of NeueHouse. NeueHouse reserves the right to monitor your usage of the resources provided by NeueHouse, such as electricity, bandwidth and other utilities and office amenities. If NeueHouse determines, in its sole discretion, that you are using more than a reasonable quantity of any resource, then NeueHouse will notify you of such use. If you do not adequately reduce or remediate your excess usage of a particular resource within five (5) days of notice from NeueHouse, the cost of this excess usage will be billed to your account, in addition to any other remedies NeueHouse may have. NeueHouse is not responsible for and will not monitor any content that you download or upload via the House network and your use of such content shall be at your own risk. As a condition of use of such services, you, on behalf of yourself and on behalf of your employees, agents, and invitees, hereby waive any claim or action against NeueHouse, its employees, members, affiliates, and any person acting on behalf of NeueHouse or its affiliates arising from or in conjunction with the installation and/or use of any software and/or drivers installed or made available to you by NeueHouse. You further agree to indemnify and hold NeueHouse harmless from and against any and all damages, penalties, or other losses resulting from any software or other items that you download or upload through the NeueHosue network.



C. NeueHouse provides onsite Wi-Fi, internet and printing support. Additional technology support may be available for an additional cost. All use of NeueHouse technical support is done at your own risk.



2. Use of the Premises



A. You agree not to bring additional furniture, appliances, furnishings or decorations into the House or install satellite or microwave antennas, dishes, cabling, technology or telecommunications lines in the House without the prior written consent of NeueHouse. Such consent may be withheld at NeueHouse’s sole and absolute discretion.

B. You acknowledge that carts, dollies, and other freight items may not be used in the passenger elevator or stairwells except by appointment made with the General Manager of your NeueHouse, at their discretion.

C. You agree not to store any of your property or materials in common areas or hallways, other than in the assigned or rented storage cabinets that may be assigned to you.

D. You agree that outside food, beverage, and alcohol is not permitted in the House, pursuant to the House Rules.



INDEMNITY:


You agree to indemnify, defend and hold NeueHouse and its affiliates and its and their
respective officers, directors, employees, consultants, contractors and agents (collectively, the “NeueHouse Indemnitees”) harmless from any and all damages, losses, fees, penalties, actions, suits, proceedings, claims, and demands brought, made by or arising from any third party (including, for the avoidance of doubt, any of: your respective officers, directors, employees, contractors, visitors, invitees and/or agents; any employees, contractors or agents of NeueHouse; and any of NeueHouse’s other members and their respective personnel) (“Third Party Claims”) and to pay any settlements, awards, costs and expenses (including reasonable attorneys’ fees and disbursements) in connection with such Third Party Claims (collectively, “Losses”), to the extent such Third Party Claim arises out of or relates to: (i) any breach of the Agreement (including the Member Agreement, the House Rules and these Membership Terms and Conditions) by Member, (ii) any violation of the Agreement by any of its staff, invitees or visitors or (iii) any other conduct, acts or omissions by Member or any of its staff, invitees or visitors in connection with the Membership or any of their respective use of the House, including, but not limited to, any violation of applicable laws or regulations, negligence or misconduct by Member or by any of its staff, invitees or visitors, except to the extent a claim results from the gross negligence, willful misconduct or fraud of NeueHouse. For purposes of this section “you” includes the individual Member and any Affiliate for which such Member works having a presence at NeueHouse. NeueHouse agrees to indemnify, defend and hold you and your affiliates and your respective officers, directors, employees, consultants, contractors and agents (collectively, “Member Indemnitees”) harmless from any and all Losses to the extent the same arise out of or relate to the gross negligence, willful misconduct, or fraud of NeueHouse.



LIABILITY:


Liability Exclusion. NEITHER PARTY WILL BE LIABLE TO THE OTHER (NOR TO ANY STAFF, INVITEES OR VISITORS OR ANY OTHER PERSON CLAIMING RIGHTS DERIVED FROM THE RIGHTS CREATED UNDER THIS AGREEMENT OR OTHERWISE) FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES OF ANY KIND, OR FOR ANY LOST REVENUES OR PROFITS, LOSS OF USE, LOSS OF COST OR OTHER SAVINGS OR LOSS OF GOODWILL OR REPUTATION, WITH RESPECT TO ANY CLAIMS BASED ON CONTRACT, TORT OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY) ARISING FROM, RELATING TO OR IN CONNECTION WITH THE MEMBERSHIP, THE HOUSE, THE MEMBERSHIP AGREEMENT, HOUSE RULES OR THE TERMS AND CONDITIONS, REGARDLESS OF WHETHER NEUEHOUSE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF.


Limitation of Damages. TO THE EXTENT PERMITTED BY LAW, NEUEHOUSE’S MAXIMUM LIABILITY ARISING FROM RELATING TO OR IN CONNECTION WITH THE MEMBERSHIP, THE HOUSE, THE MEMBERSHIP AGREEMENT, HOUSE RULES OR THE TERMS AND CONDITIONS, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, INDEMNITY, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED, IN THE AGGREGATE, THE MEMBERSHIP FEES PAID BY YOU TO NEUEHOUSE FOR THE MINIMUM MEMBERSHIP TERM ASSOCIATED WITH YOUR MEMBERSHIP LEVEL SET FORTH ON THE MEMBERSHIP LEVEL SCHEDULE ANNEXED HERETO.


Exceptions. To the extent any of the exclusions or limitations of liability set forth in this section are determined to be not enforceable under applicable law, such exclusions and limitations of liability shall be enforced to the fullest extent permitted under applicable law.


Other Members. NeueHouse does not control and is not responsible for the actions of other Members any other third parties in or upon the Premises or House and is further not responsible for or liable for damage to or theft of personal or business property left unattended or unlocked within the House. If a dispute arises between Members, or their invitees or guests, we shall have no responsibility or obligation to participate, mediate or indemnify any party.


INSURANCE:


You are responsible for and hereby represent and warrant that you will maintain at all times during the Term of this Agreement and for a period of two (2) years after, personal property insurance and commercial general liability insurance covering you and your Members for property loss and damage, injury to your Members and your Members’ guests and prevention of or denial of use of or access to, all or part of the Premises, in form and amount commercially reasonable and appropriate to your business. You will ensure that NeueHouse LLC and the NeueHouse Affiliate on your Membership Fee Invoice shall each be named as additional insureds on any such policies of insurance and that you waive any rights of subrogation you may have against NeueHouse and the landlord of the applicable premises. You shall promptly within forty-hours (48) hours provide proof of insurance upon our request.



CONFIDENTIALITY:


Member agrees to hold all Confidential Information (defined as information not generally known to the public) of NeueHouse and other Members in strict confidence and to take all reasonable precautions to protect and preserve Confidential Information, except as reasonably required to comply with any applicable law, regulation, court order or governmental request. Member acknowledges that any disclosure or unauthorized use of Confidential Information will constitute a material breach of this Agreement and cause substantial harm to the injured party for which damages would not be a fully adequate remedy. In the event of any such breach, NeueHouse, or such aggrieved Member, shall have, in addition to other available remedies, the right to injunctive relief (without being required to post any bond or security). NeueHouse reserves the right at all times to disclose any information about you as NeueHouse 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 from its systems, in whole or in part, in NeueHouse’s sole discretion.
Each Party hereto shall, during and after the Membership term, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding the other, or any of the other’s officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law.
You must not use the name “NeueHouse” in any way in connection with your business without prior written consent of NeueHouse, which shall be provided or withheld in the sole and absolute discretion of NeueHouse.
You may not use pictures or illustrations of the House (including any images from the NeueHouse sites) in any advertising, publication or other purpose without the prior written consent of NeueHouse, which shall be provided or withheld in the sole and absolute discretion of NeueHouse. Further, you agree that no press release, advertising, sales literature or other public statements relating to the existence or substance of the Agreement or the relationship of the parties created by it, shall be made by you without the prior written approval of NeueHouse, which shall be provided or withheld in the sole and absolute discretion of NeueHouse.


X. COMMUNICATIONS



You acknowledge that you must receive community emails as part of its obligations and duties as a Member. NeueHouse may provide notice of any changes to services, fees or other updates by email to the address provided by you and you agree that such notice transmitted is proper.
You agree to notify NeueHouse of any change to your contact information (telephone, address and e-mail).
If you contact any other Member who has not consented to such contact, including any spamming, your membership may immediately be terminated by NeueHouse.


XI. REPRESENTATIONS AND WARRANTIES; DISCLAIMER:



Mutual Representations and Warranties. NeueHouse and you each represent and warrant that it is duly authorized to perform its obligations hereunder.
Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 1 ABOVE, EACH
PARTY HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, ARISING FROM, RELATING TO OR IN CONNECTION WITH THE MEMBERSHIP, THE HOUSE, THE MEMBERSHIP AGREEMENT, HOUSE RULES OR TERMS AND CONDITIONS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY REPRESENTATIONS AND WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.




XII. MISCELLANEOUS:



Force Majeure: Except for the payment of those amounts due hereunder, which is expressly not excuse in the following circumstances, nonperformance of either party shall be excused to the extent that performance is prevented or delayed by strike, fire, flood, pandemic, epidemic, quarantines, governmental acts orders or restrictions, failure of suppliers, Internet or power outages, or any other reason where failure to perform is beyond the control and not caused by the negligence of the non-performing party. NeueHouse 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 as a result of any causes or conditions that are beyond NeueHouse’s reasonable control, including without limitation (i) any delays or changes in construction of, or NeueHouse’s ability to procure any space in, any Premises, (ii) any delays or failure to perform caused by conditions under the control of our landlord at the applicable Premises, (iii) any governmental acts, orders or restrictions imposed that limit NeueHouse’s operations. Nothing in the foregoing two sentences shall give a Member the right to terminate this Agreement.
Non-Discrimination: Neuehouse interacts with members, patrons, invitees, employees, unpaid interns, volunteers, and applicants without regard to race, color, national origin, ancestry, sex, gender, sexual orientation, age, religion, creed, physical or mental disability, political affiliation, medical condition, marital status, family care, parental status, citizenship status, military and veteran’s status, pregnancy and related conditions, genetic information or characteristics (including those of family members), or any other basis protected by law. Decisions regarding membership, events, employment and other business opportunities are based solely on legitimate business reasons and principles of equal opportunity.
NeueHouse Employee Solicitation. In the event that you choose to employ current or former employees of Neuehouse, you agree, as a courtesy, to provide NeueHouse with reasonable advanced written notice issued to the General Manager of your Resident House. You understand and acknowledge that former employees of NeueHouse may be restricted from accessing any House for up to six (6) months following the termination of an employee’s employment with NeueHouse; with permission under these circumstances to access the House following separation may be withheld at the sole discretion of the General Manager.
In the event that NeueHouse terminates your Membership then your right to use the House and any services will end and you will only have to pay Membership fees and any charges associated with your account up to the date such use ends. NeueHouse shall not be responsible nor have any further liability to you for any losses, damages, consequential or otherwise due to the termination of your Membership.
Assignment: Member shall not assign or otherwise transfer any of its rights or obligations under the Agreement, other than to one of Member’s affiliates upon (i) at least thirty (30) days prior written notice, and (ii) execution by such affiliate of an express assumption agreement by the affiliate, a new Membership Agreement or such other agreement as NeueHouse reasonably requires, without the prior, written consent of NeueHouse, which shall be provided in the sole and absolute discretion of NeueHouse. Notwithstanding anything in this Agreement, NeueHouse may, without the consent of the other party, assign or otherwise transfer the Membership Agreement: (i) to any of its affiliates or (ii) in connection with a merger, consolidation, sale of equity interests, sale of all or substantially all assets or other change of control transaction. Any assignment or other transfer not in accordance with this section will be null and void. This Membership Agreement is binding upon and will inure to the benefit of each party and its respective permitted successors or assigns.
Relationship: The relationship of the parties under the Membership Agreement: (i) is one of independent contractors, and neither party has the authority to bind the other party in anyway and (ii) is non-exclusive and nothing herein shall be deemed to restrict or limit a party’s ability to engage in similar relationships, agreements or arrangements with any other party. The Agreement, which is comprised of the Member Agreement, House Rules and these Membership Terms and Conditions (together with the documents referenced herein) set forth the entire agreement of the parties as to its subject matter and supersede all prior agreements, negotiations, representations, and promises between them with respect to its subject matter. A waiver of rights under the Agreement will not be effective unless it is in writing and signed by an authorized representative of the party that is waiving the rights.
Non-Contravention. You agree not to directly or indirectly contact or otherwise interfere with any agreement or relationship between NeueHouse and any building owner, landlord, developer, licensor of a NeueHouse without the express written consent of NeueHouse, unless such contact is unrelated to NeueHouse and its business activities.
Severability. In the event that any provision of the Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect and enforceable.
Subordination. For avoidance of doubt, the term of this Agreement are subordinate and subject to NeueHouse’s lease, licenses or other rights to occupy a House with and of NeueHouse’s landlords, licensor or other property rights holders and to any other agreements to which NeueHouse’s leases with NeueHouse’s landlords are subordinate.
GOVERNING LAW. THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAW OF THE STATE OF NEW YORK, U.S.A. AND THE UNITED STATES WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS THEREOF.
WAIVER OF JURY TRIAL, ARBITRATION AND VENUE. EACH PARTY HERETO, TO THE EXTENT PERMISSABLE BY LAW, HEREBY WAIVES ITS RIGHTS TO A TRIAL BY JURY. ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, OR AT LAW, OR THE BREACH, TERMINATION OR INVALIDITY OF THIS AGREEMENT, THAT CANNOT BE SETTLED AMICABLY BY AGREEMENT OF THE PARTIES TO THIS AGREEMENT SHALL BE FINALLY ADJUDICATED BY BINDING ARBITRATION IN ACCORDANCE WITH THE ARBITRATION RULES OF JAMS THEN IN FORCE, BY ONE OR MORE ARBITRATORS APPOINTED IN ACCORDANCE WITH SAID RULES. THE PLACE OF ARBITRATION SHALL BE NEW YORK, NEW YORK, U.S.A.
MEMBER INITIALS: ___



PROCEEDINGS; JUDGMENT. THE PROCEEDINGS SHALL BE CONFIDENTIAL AND IN ENGLISH. THE AWARD RENDERED SHALL BE FINAL AND BINDING ON BOTH PARTIES. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION. 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. THIS AGREEMENT SHALL BE INTERPRETED AND CONSTRUED IN THE ENGLISH LANGUAGE, WHICH IS THE LANGUAGE OF THE OFFICIAL TEXT OF THIS AGREEMENT.
CLASS ACTION WAIVER. ANY PROCEEDING TO RESOLVE OR LITIGATE ANY DISPUTE IN ANY FORUM WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. NEITHER YOU NOR WE WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. NO PROCEEDING WILL BE COMBINED WITH ANOTHER WITHOUT THE PRIOR WRITTEN CONSENT OF ALL PARTIES TO ALL AFFECTED PROCEEDINGS. YOU AND WE ALSO AGREE NOT TO PARTICIPATE IN CLAIMS BROUGHT IN A PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE CAPACITY, OR ANY CONSOLIDATED CLAIMS INVOLVING ANOTHER PERSON'S ACCOUNT, IF WE ARE A PARTY TO THE PROCEEDING. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.
MEMBER INITIALS: ___



Headings; Interpretation. The headings in this Agreement are for convenience only and are not to be used to interpret or construe any provision of this Agreement. Any use of “including,” “for example” or “such as” in this Agreement shall be read as being followed by “without limitation” where appropriate. References to any times of day in this Agreement refer to the time of day in the Member’s primary House’s time zone.
Entire Agreement. This Agreement, including the Schedule of Members and the House Rules, 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.





HOUSE RULES



NeueHouse reserves the right to modify and amend these House Rules from time to time in its sole and absolute discretion. Hosting of these House Rules, as amended, on the Member Portal or NeueHouse website shall constitute notice of same to the Member and the Member’s agreement to abide by the House Rules.



NeueHouse Access

You are entitled to use the House solely for the general purpose of your Membership under the terms of your Membership Agreement, including notably the House Rules. NeueHouse reserves the right to approve or disapprove of any use of the House or your Member Space that does not comport with the House Rules and any and all applicable laws, codes, rules or regulations. Office space use of a retail, medical, or other nature involving visits by the public is not permitted.



You will need your NeueHouse Membership card to access the House. To check-in tap your NeueHouse card at the front desk each time you enter the House.



NeueHouse Access and Membership Card Use

Your Membership card is for your use only. If your Membership card is lost or stolen, please immediately notify Membership to request a replacement card. Additional or replacement Membership cards and studio keys are available at a cost detailed in the Additional Fees + Charges document.



You acknowledge that Membership cards (including, but not limited to, keys, key cards, key fobs and other such items used to gain physical access to the House) remain the property of NeueHouse. You shall make efforts to safeguard NeueHouse’s property and shall be liable for replacement fees and any related damages should any such property be lost.



If you have a Resident Studio membership you, and each Resident Team Member identified on the Schedule of Members will also receive a studio key. If you have a Resident Team, each Resident Team Member identified on the Schedule of Members will also receive a studio key.



You shall not attempt to (or allow others to) gain unauthorized access to the servers located at or serving the House or any content of any other Person.

You shall not attempt to (or allow others to) gain unauthorized access to restricted areas.



Food & Beverage

All Members are encouraged to eat and drink at the House restaurants on premises.



The delivery of food, beverage, or alcohol to the House is prohibited.

Do not arrange for the delivery of food, beverage, or alcohol to the House.

Third-party catering is strictly prohibitied in all areas of the House.

Storage of personal alcohol of any kind is strictly prohibited in all areas of the House.

Outside food and beverage is not permitted in the Gallery or other shared areas of the House.



Conduct

Neither you nor your guests may use the House, or any services offered to conduct or pursue any activities prohibited by law or for which you or your guests are not authorized (including the downloading of music, software, movies or any other activity that violates intellectual property laws). You will be strictly liable for the activities of your guests.



You agree not to conduct any activity that is generally regarded as offensive to other people, such as involvement in hate groups and/or their ideologies, activities involving pornographic or sexually explicit materials or obscenities, whether written, oral or in any form or medium known or to be created. No harassment, sexual or otherwise, will be permitted in the House. Any such harassment will be immediately reported to the General Manager. If the General Manager or other NeueHouse personnel find in their sole discretion that a complaint is justified, the offending party’s Membership may be immediately terminated in NeueHouse’s sole and absolute discretion, without any refund of Membership Fees.



You agree not to conduct any activity that may be illegal and/or hazardous to other persons in the building.

You agree to refrain from any activities that may be disruptive, including, but not limited to, acts of a disorderly nature or excessive noise. No speakerphones may be used outside enclosed phone booths or conference rooms.

You may not upload any files that contain or may contain viruses, “Trojan Horses,” worms, time bombs, candlebots, corrupted files, or any other similar software, whether known or unknown, that may damage or disrupt the operation of any NeueHouse systems or equipment or that of any other member or third party.

No weapons of any kind are permitted in the House. Possession of weapons in the House is grounds for immediate termination of Membership without any refund.



Contact Information Requirements & Change Notice

We require all Members to have current profile and contact details including recent photo, phone, email, home and billing address on file. You agree to promptly update your Member Portal information or notify membership of any changes to your profile and contact details within 24 hours of change. Your current information is required in order to receive notices from us. NeueHouse will not be responsible for any missed communications due to your failure to comply with the above.



Guests

You are permitted two guests for three hours at any time during the day. Guests may not stay for consecutive three-hour periods, unless pre-authorized by the membership team. Guests who remain in the House beyond three hours will be asked to leave. Conference room attendees may stay for the duration of the meeting.

Your guests must sign in and remain with you at all times. Guests are not permitted into the House unless you are present. Members can face suspension or termination for the following:

• If a guest attempts to enter with a Member’s card without the Member present.

• If guest(s) does not follow House Rules.



Mail and Deliveries

Only Gallery & Resident Members may use the House address to receive mail and other small deliveries, which will be distributed to Members on a regular basis. Following any termination of your Membership, you are responsible for having your mail forwarded to your new address.

NeueHouse may extend a courtesy hold of your mail for a short time in its sole discretion but is not obligated and will not be liable for any failure to do so. Should your package be too large to deliver, we will notify you immediately. Packages will be held for a maximum of 10 days after which, packages will be returned to sender. NeueHouse is not responsible for storing mail or packages.

Attire

Please be respectful of NeueHouse and your fellow Members when on premises. Gym attire is not permitted, and shoes must be worn at all times. Please advise your guests of these standards before their arrival; you are responsible for ensuring your guests abide by the House Rules.

Social Media

Our community thrives on shared values of privacy and respect. While we encourage active participation in social media, please don’t photograph, tag or otherwise discuss others within NeueHouse without their permission.

Children in the House

If you bring your child/children into the House, please be mindful that the same guest rules apply and you are responsible for their behavior. Children must be accompanied by a guardian at all times and disruptive behavior cannot be permitted.

Dogs

Resident Members only are permitted to bring one dog that weighs less than 25 pounds to NeueHouse. If permitted, we require your dog to be well-groomed, house trained and obedient. Dogs are strictly prohibited from entering the restrooms and designated food and beverage areas throughout the House. Dogs are not permitted on the furniture. Dogs are required to be on leash at all times in the gallery and communal areas. Guests are not permitted to bring dogs into the House. Members are not permitted to bring any other type of pet into the House. All dogs must be registered in advance and the Member must execute and abide by the NeueHouse Pet Policy and Waiver.

Event RSVPs

Please RSVP and confirm attendance at NeueHouse events. If you are no longer able to attend an event, please inform us at least 24 hours in advance. Any Member failing to follow event guidelines will no longer be permitted to RSVP or attend events. Members may bring one guest per event, unless otherwise stated.

NeueHouse Staff

The NeueHouse staff are here to take care of you while you are in the House. In the same way that respectful behavior is required amongst Members, we require the same consideration for our staff; inappropriate conduct with any staff member within NeueHouse will lead to the immediate revocation of your membership.

Noise Level & Audio/Video Sound

Videos, calls, music and presentations cannot be played through laptop or mobile device speakers at any time except in phone booths or conference rooms with doors closed. Please use headphones.

Out of respect to your neighbors, please keep all conversations at an appropriate volume level.

Photography

For marketing purposes, NeueHouse reserves the right to photograph or video Members while in the House. Should there be a photo or video shoot in the common areas of the House, all Members reserve the right to decline being photographed or filmed.

Please refrain from using pictures of the House for your company website or otherwise without written approval from NeueHouse.

Promotional Materials

The placement of promotional materials is not permitted.

Smoking

All Members and their guests are obligated to abide by the House’s smoking policy then in effect and to all applicable no- smoking governmental laws, rules and regulations. No smoking (including e-cigarettes and vapes) is allowed in any area of the House including outdoor terraces and rooftops.

Insurance Details

All Members who require proof of insurance under the current Terms & Conditions are required to update NeueHouse immediately in the event of any changes in coverage.

Aesthetic Maintenance: Gallery Floor + Communal Spaces

You agree not to bring additional furniture, appliances, furnishings or decorations into the House or install satellite or microwave antennas, dishes, cabling, technology or telecommunications lines in the House without the prior written consent of NeueHouse. Such consent may be withheld at NeueHouse’s sole and absolute discretion.

You acknowledge that carts, dollies, and other freight items may not be used in the passenger elevator or stairwells except by appointment made with the General Manager of your NeueHouse, at their discretion.

You agree not to store property or materials in common areas or hallways, other than the assigned or rented storage cabinets.

Resident Studios

Please utilize the cabinets storage provided for all paperwork, files, office supplies and other personal effects. In an effort to preserve our aesthetic environment, we please ask that you keep your space neat and free of refuse. Please maintain the location of desks in their original layout.

To preserve the finished surfaces of the facilities, please maintain all artwork, posters, hanging papers and other decor only on the pin board panels provided, and please keep glass panels flanking either side of door clear of any writing, sticky notes, shelving, or other decoration. In addition, we ask that you not hang any items from the top horizontal support frame of office enclosures.

You will be provided with a task light for each desk by NeueHouse, and additional lights are available upon request. Please contact the General Manager of your House for more information.

Unless required for medical reasons (and approved by the House), chairs for your use will be provided by NeueHouse.

The name of your company will be identified by an adhesive sign provided and installed by NeueHouse.

All other décor not listed above will require approval from the House. Please contact the General Manager or Membership for more information.

Interpretation of the Guidelines

In the event of any dispute arising as to the meaning or interpretation of these rules, the matter shall be referred to the Membership Department, whose decision shall be final.

Violation of the House Rules or the terms in this section may result in NeueHouse reporting such conduct to appropriate law- enforcement agencies and the immediate termination your Membership. You are responsible for the actions of all persons that you, your agents, assigns or invitees allow or invite to enter the House. You, your agents, assigns, and invitees acknowledge that at no time shall you or they allow a party unknown to them to enter the House and that such action may result in the termination of the Membership.