- Acceptance of Terms.
- Description of Services.
Square One BGC may provide you with access to office space, work stations, Internet access, office equipment, meeting space, and other services as Square One BGC may provide from time to time (collectively, “Services”). The Services at all times are subject to the TOU.
- No Unlawful or Prohibited Use.
As a condition of your use of the Services, you will not use the Services for any purpose that is unlawful or prohibited by any law, rules, or regulations including these terms, conditions and notices. You may not use the Services in any manner that could damage, disable, overburden, or impair any Square One BGC server, or the network(s) connected to any Square One BGC server, or interfere with any other party’s use and enjoyment of any Services. You may not attempt to gain unauthorized access to any Services, or accounts, computer systems or networks connected to any Square One BGC server or to any of the Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services.
You hereby represent and warrant that you have all requisite legal power and authority to enter into and abide by the terms and conditions of this TOU and no further authorization or approval is necessary. You further represent and warrant that your participation or use of the Services will not conflict with or result in any breach of any license, contract, agreement or other instrument or obligation to which you are a party.
- Use of services.
You agree that when participating in or using the Services, you will not:
- Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited message (commercial or otherwise);
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
- Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through Square One BGC Services;
- Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same;
- Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party;
- Upload files that contain viruses, Trojan Horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;
- Download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;
- Restrict or inhibit any other user from using and enjoying the Services;
- Violate any code of conduct of other guidelines which may be applicable for any particular
Service (including the Building Rules for Bonifacio Technology Center);
- Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party;
- Violate any applicable laws or regulations;
- Create a false identity for the purpose of misleading others.
- Otherwise exceed the following usage limitations in relation to the shared meeting rooms and conference space: Members may not have more than 20 individuals total in the libraries, 20 in the meeting rooms. All monthly allotments of meeting room usage included with memberships, as well as purchases of additional usage, are subject to availability of the meeting room. Unused time does not roll over or accrue from month to month.
- Square One BGC reserves the right at all times to disclose any information about you, your participation in and use of the Services as Square One BGC deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Square One BGC’s sole discretion.
- Participation In or Use of Services.
You acknowledge that you are participating in or using the Services at your own free will and decision. You acknowledge that Square One BGC does not have any liability with respect to your access, participation in, use of the Services, or any loss of information resulting from such participation or use.
- Disclaimer of Warranties.
To the maximum extent permitted by applicable law, Square One BGC provides the services “as is” and with all faults, and hereby disclaim with respect to the services all warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) warranties, duties or conditions of or related to: merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses, results, workmanlike effort and lack of negligence. Also, there is no warranty, duty or condition of title, quiet enjoyment, and quiet possession, correspondence to description or non-infringement. The entire risk as to the quality, or arising out of participation in or the use of the services, remains with you.
- Exclusion of Incidental, Consequential and Certain Other Damages.
To the maximum extent permitted by applicable law, in no event shall Square One BGC, Fort Bonifacio Development Corporation (FBDC) or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, (collectively, the “Provider”) jointly or individually be liable for any direct, special, incidental, indirect, punitive, consequential or other damages whatsoever (including, but not limited to, damages for: loss of profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty (including of good faith or of reasonable care), negligence, and any other pecuniary or other loss whatsoever) arising out of or in any way related to the participation in or inability to participate in or use of the services, the provision of or failure to provide services, or otherwise under or in connection with any provision of this agreement, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of the Provider, and even if the Provider has been advised of the possibility of such damages.
- Limitation of Liability and Remedies.
Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of Square One BGC or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns under any provision of this TOU and your exclusive remedy for all of the foregoing shall be limited to actual damages incurred by you. The foregoing limitations, exclusions and disclaimers (including sections 8 and 9 above) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
Square One BGC reserves the right to terminate any Service at any time. Square One BGC further reserves the right to terminate your participation in and use of any Services, immediately and without notice, if you fail to comply with the TOU.
You release, and hereby agree to indemnify, defend and save harmless Square One BGC/FBDC and Square One BGC’s /FBDC’s subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties based upon or arising out of your negligent actions, errors and omissions, willful misconduct and fraud in connection with the participation in or use of the Services including those persons for whom you are responsible. You further agree in the event that you bring a claim or lawsuit in violation of this agreement, you shall be liable for any attorneys’ fees and costs incurred by Square One BGC or its respective officers and agents in connection with the defense of such claim or lawsuit.
In the event that any provision or portion of this TOU is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this TOU shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.
Square One BGC will carry Liability and Business Personal Property insurance. As a user, it is strongly suggested that you carry an Insurance policy to cover your own equipment while using our space.
Additional General Terms
By signing this TOU, you furthermore agree to the following additional general terms and conditions of your membership:
- During move-in, Square One BGC will ask you to sign an inventory of all accommodation, furniture and equipment you are permitted to use, together with a note of its condition, and details of the keys or entry cards issued to you.
- You may not put up any signs on the doors of your accommodation or anywhere else that is visible from outside the room/s you are using without written approval from the Square One BGC team.
- Any keys which Square One BGC lets you use remain Square One BGC’s property at all times. You must not make any copies of the keys or allow anyone else to use them without Square One BGC’s consent. If you are permitted to use the cowork space outside normal working hours it is your responsibility to lock the doors to your office and to the space when you leave. This is to ensure the safety of individuals and property at the cowork space.
- You shall not place anything, or allow anything to be placed, in the common areas, in any, or near the glass or any window, door, partition or wall which may in Square One BGC’s judgment, appear unsightly from the common areas or from the outside of the building in which the Premises are situated (“Building”).
- 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. The halls, passages, exits, entrances, elevators, stairways, balconies and roof are not for the use of the general public and Square One BGC shall, in all cases, retain the right to control and prevent access thereto by all persons whose presence in the judgment of Square One BGC, reasonably exercised, shall be prejudicial to the safety, character, reputation and interests of the Building. Neither you nor any of your employees or invitees shall go upon the roof of the Building.
- The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any purposes other than that for which they were constructed, and no foreign substance of any kind whatsoever shall be thrown therein, and to the extent caused by you or your employees or invitees, the expense of any breakage, stoppage or damage resulting from the violation of this shall be borne by you.
- You shall not cause any unnecessary janitorial labor or services by reason of your carelessness or indifference in the preservation of good order and cleanliness.
- No cooking shall be done or permitted on the Premises, nor shall the Premises be used for lodging (the use of a coffee maker and microwave are, however, permitted uses).
- You shall not bring upon, use or keep in the Premises or the Building, any kerosene, gasoline or inflammable or combustible fluid or material, or use any method of heating or air conditioning other than that supplied by Square One BGC.
- Square One BGC shall have sole power to direct electricians to where and how telephone and other wires are to be introduced. No boring or cutting of wires is to be allowed without the consent of Square One BGC. The locations of telephones, call boxes and other office equipment affixed to the Premises are determined by Square One BGC, in its sole discretion.
- Upon the termination of Services, you shall deliver to Square One BGC all keys and passes for offices, rooms, and toilet rooms which shall have been furnished to you. In the event of the loss of any keys so furnished, you shall pay Square One BGC therefore. You shall not make, or cause to be made, any such keys, you shall order all such keys solely from Square One BGC and you shall pay Square One BGC for any additional such keys over and above the set(s) of keys originally furnished by Square One BGC.
- You shall not install linoleum, tile, carpet or other floor covering so that the same shall be affixed to the floor of the Premises in any manner except as approved by Square One BGC.
- No furniture, packages, supplies, equipment or merchandise will be received in the Building or carried up or down in the elevator or stairways, except between such hours and in such elevator and stairways as shall be designated by Square One BGC.
- Without the prior written consent of Square One BGC, you shall not use the name of the Building or any picture of the Building in connection with, or in promoting or advertising your business. Further, you may not use the address of the Building as the registered address of your business without prior written consent from Square One BGC.
- You shall cooperate fully with Square One BGC to assure the most effective operation of the Premises' or the Building's heat and air conditioning, and shall refrain from attempting to adjust any controls. You shall keep corridor doors closed.
- Except for Square One BGC's gross negligence, you 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.
- You shall not change locks or install other locks on doors without the prior written consent of Square One BGC.
- You shall give prompt notice to Square One BGC of any accidents to or defects in plumbing, electrical fixtures or heating apparatus reasonably known to you so the same may be attended to properly.
- No safes or other objects larger or heavier than the freight elevators of the Building are limited to carry shall be brought into or installed on or in the Premises. Square One BGC shall have the power to prescribe the weight and position of such safes or other objects which shall, if considered necessary by Square One BGC, be required to be supported by such additional materials placed on the floor as Square One BGC may direct, and at your expense. In no event can these items exceed a weight for which the floor is designed.
- For your own account, you shall ensure that you have all the permits or licenses necessary or appropriate for the conduct of your business in the premises/building.