Legal Agreement: Terms of Service

CURRENT AS OF MARCH 2021

Terms of Use

This TOU may be long and boring, but it’s important that you read it carefully to understand your rights and protections, as well as ours. 

This Agreement defines the terms of use for Members of The Idea Kitchen at 1940 Palmer Avenue, Larchmont, NY 10538 (the “Space”), and any associated meetings and events, to which Members might bring visitors or guests in accordance with the terms of this Agreement.

Acceptance of Terms. The services Palmer Farms Realty Propco, LLC (dba “The Idea Kitchen”) provides to you, the undersigned (including but not limited to use of office space and access to Internet), are subject to the following Terms of Use (“TOU”). Your membership and use of the Space is an indication of acceptance of these terms.

The Idea Kitchen reserves the right to update the TOU at any time. The Idea Kitchen will contact you to notify you of any updates within 30 days of their enactment using the contact information provided in your Membership Profile and/or through a member management platform.

Description of Services. The Idea Kitchen may provide you with access to office space, desks, internet access, equipment, meeting space, knowledge or other physical and digital resources, virtual business and mail, and other services from time to time (collectively, “Services”). The Services at all times are subject to the TOU.

While a member of The Idea Kitchen, you will have published hour access to the space and use of the office equipment and furniture located therein (the “Equipment”). Some memberships come with direct member access via secure entry means. Reasonable use of electricity and wireless internet are also included. Other services provided to you, if any, are set out in your membership plan. Hours are subject to change and advance notice of changes may not always be possible. The Idea Kitchen may also restrict access to some or all members from time to time for reasons including, but not limited to, private and special events or emergency repairs.

The Space includes common areas, enclosed offices, open work areas, and meeting space. While meeting and other workspaces may be available for advance booking, we make no guarantee that a space will be available at any given time.

Your membership grants you a license to access and use the Space and Equipment. Your membership does not grant you a lease, tenancy, or any other ownership rights over the space or equipment or any part thereof. Your membership does not create a relation of employment, partnership, agency or joint venture with us.

You agree to pay to us all fees on the terms set out in your membership plan for access to and use of Services.

a) Term and Cancellation. Your membership begins immediately upon selection of a membership plan, unless otherwise enabled by The Idea Kitchen and selected by you. If not at the beginning of a month, membership fees may be prorated for the remainder of the month in which you selected to begin your plan. Monthly memberships and certain other plans continue on a month-to-month basis until you provide notification to The Idea Kitchen as set forth in this Agreement.

Either you or we may cancel this Agreement at any time on at least one week’s written notice to the other party, or as otherwise enabled through The Idea Kitchen’s membership management system. Cancellation will take effect at the end of the month for which the final payment has been paid. We may terminate this Agreement immediately and without notice.

Members with multi-month membership plans may cancel their membership no later than 30-days in advance of the end of the committed membership term length. At the conclusion of the agreed term, if a multi-month plan is not renewed, the member plan will revert to a month-to-month membership unless the member communicates an intent to end their membership at the end of their term. Multi-month memberships may not end early without the express permission of The Idea Kitchen management. The Idea Kitchen reserves the right to transfer any delinquent balance over to a collection agency if a balance exists and is not resolved within 30 days of notice of cancellation.

b) The Idea Kitchen reserves the right to terminate any Service at any time, with or without notice. The Idea Kitchen further reserves the right to terminate your participation in and use of any Services, immediately and without notice, if you breach this Agreement or act in any way that is, in our sole discretion, offensive to or endangers the well-being of our staff or other members.

c) Payments and Refunds. Members are required to have a payment method associated with their account at all times in order for the membership to remain active. The Idea Kitchen reserves the right to terminate your membership and associated access to the Space should you have an outstanding, unresolved balance associated with your account. The Idea Kitchen may elect to add service fees or other charges related to the payment method you associate with your account. Should a Member have reason to request a refund following the purchase of passes, reservations, or other Services, The Idea Kitchen reserves the right to offer credit towards future use of Services, which would remain as a balance in the member account, in lieu of a refund. Should the Member request a refund against the payment method charged, The Idea Kitchen reserves the right to reduce the refunded amount by services fees applied by the payment processor and/or The Idea Kitchen.

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 these terms, conditions and notices. You may not use the Services in any manner that could damage, disable, overburden, or impair any The Idea Kitchen server, or the network(s) connected to any The Idea Kitchen 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 The Idea Kitchen 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:

  1. Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited message (commercial or otherwise);
  2. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
  3. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through The Idea Kitchen Services;
  4. 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;
  5. 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;
  6. 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;
  7. Download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;
  8. Restrict or inhibit any other user from using and enjoying the Services;
  9. Violate any code of conduct or other guidelines which may be applicable for any particular Service (including any Building Rules for 1938-1946 Palmer Avenue);
  10. Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party;
  11. Violate any applicable laws or regulations; and
  12. Create a false identity for the purpose of misleading others.

Disclosure. The Idea Kitchen reserves the right at all times to disclose information about you, your participation in and use of the Services as The Idea Kitchen 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 The Idea Kitchen’s sole discretion.

Confidentiality.

  1. You acknowledge and agree that during your participation in and use of the Services you may be exposed to Confidential Information. “Confidential Information” shall mean all information, in whole or in part, that is disclosed by The Idea Kitchen, or any participant or user of the Services or any employee, affiliate, or agent thereof, that is nonpublic, confidential or proprietary in nature. Confidential Information also includes, without limitation, information about business, sales, operations, know-how, trade secrets, technology, products, employees, customers, marketing plans, financial information, services, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of The Idea Kitchen, any analyses, compilations, studies or other documents prepared by The Idea Kitchen or otherwise derived in any manner from the Confidential Information and any information that you are obligated to keep confidential or know or has reason to know should be treated as confidential.

  2. Your participation in and/or use of the Services obligates you to:
  • maintain all Confidential Information in strict confidence;
  • not to disclose Confidential Information to any third parties;
  • not to use the Confidential Information in any way directly or indirectly detrimental to The Idea Kitchen, or any participant or user of the Services.
  1. All Confidential Information remains the sole and exclusive property of The Idea Kitchen or the respective disclosing party. You acknowledge and agree that nothing in this TOU or your participation or use of the Services will be construed as granting any rights to you, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of The Idea Kitchen, or any participant or user of the Services.

Participation In or Use of Services. You acknowledge that you are participating in or using the Services at your own free will and decision. You acknowledge that The Idea Kitchen 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, The Idea Kitchen 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, 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 The Idea Kitchen 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, 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 Idea Kitchen, and even if The Idea Kitchen has been advised of the possibility of such damages. Because some states/jurisdictions do not allow the exclusion or limitation of liability, for consequential or incidental damages, the above limitation may not apply to you.

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 The Idea Kitchen or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns under any provision of this TOU and your exclusive remedy for all of the foregoing shall be limited to actual damages incurred by you based on reasonable reliance up to ten dollars (USD $10.00). The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

Indemnification. You release, and hereby agree to indemnify, defend and hold harmless Palmer Farms Realty Propco LLC, The Idea Kitchen, and The Idea Kitchen’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. 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 Palmer Farms Realty Propco LLC, The Idea Kitchen or its respective officers and agents in connection with the defense of such claim or lawsuit.

Severability. 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.

Insurance + Security. The Idea Kitchen will carry General Liability insurance. As a member, it is strongly suggested that you carry an insurance policy to cover your own equipment and belongings while using the Space.

Members are responsible for their own belongings and equipment. If your membership type allows, belongings may be secured in lockable storage provided. Any property left in lockable storage units is done so entirely at the member's own risk. The Idea Kitchen will not be held responsible for any theft of or damage to personal property, whether left secured or unsecured throughout the Space.

I hereby acknowledge that I have read and understood all of the terms and conditions contained in this TOU and further agree to be bound to the TOU regarding my participation in and use of the Services.