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Legal Agreement: Terms of Service

CURRENT AS OF AUGUST 2023

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. Please contact us at team@ideakitchenlarchmont.com if you have questions regarding this TOU.

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 a Member might bring or cause to bring visitors or guests.

Acceptance of Terms. The services Palmer Farms Realty Propco, LLC (dba “The Idea Kitchen”, “Space”, “We”, “Us”) 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, purchase, and/or use of the Space is an indication of your acceptance of these terms.

The Idea Kitchen reserves the right to update the TOU at any time. The Idea Kitchen will make you aware 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 offices, desks, internet access, equipment, meeting space, knowledge or other physical and digital resources, events and entertainment, virtual office and mail services, 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 Services include common areas, enclosed offices, open work areas, meeting, and other space. While meeting and other workspaces may be made available for advance booking, there is no guarantee that a space will be available at any given time.

Your membership grants you a license to access and use the Services 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. Further, your membership does not create a relation of employment, partnership, agency or joint venture with Us. Memberships are non-transferrable unless explicit permission is granted by The Idea Kitchen management.

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

Membership Term, Cancellation, Payments. 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 indicate 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.

  1. Notice. Either you or we may cancel this Agreement at any time with at least seven (7) days written notice to the other party. All notices must be provided in writing, if to The Idea Kitchen via team@ideakitchenlarchmont.com. 
  2. Membership Cancellation. Unless otherwise indicated, a minimum of seven (7) days written notice is required to change or cancel an existing membership. Any membership requiring a greater cancellation notice period will be detailed at the time of purchase. Cancellation will take effect at the published close of business on the last business day at the end of the month for which the final payment has been paid.
  3. Membership Pause. From time to time, The Idea Kitchen may make available the ability to pause a membership. Some memberships may not qualify for this status. The pause period will not be greater than 2 consecutive calendar months and will automatically renew on the 1st day of the 3rd month following the requested pause, if not earlier. Any request for membership cancellation prior to the renewal or restart of the membership may result in a cancellation fee of not less than one (1) month the cost of the membership plan that was paused. The Idea Kitchen reserves the right to charge a fee associated with membership pause requests.
  4. Multi-month Agreements. 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.
  5. Automatic Renewal and Rate Changes. From time to time, The Idea Kitchen may offer subscription-based membership plans that automatically renew monthly or on other terms. All recurring terms for any plan offered are clearly and conspicuously communicated in the title or description of the plan using phrases including but not limited to “recurring,” “subscription,” “renewing,” or similar. Through the purchase of any product or service referred to, you accept the terms of automatic renewal and agree to have your payment method on file charged on a recurring basis for the duration of your membership until terminated or changed by you according to the conditions set forth in this TOU. Your membership will renew automatically each month, or according to the renewal schedule indicated at the time of purchase. Renewal rates are subject to change and may increase on an annual basis or from time to time. We will make reasonable effort to communicate changes 30 days prior to any rate change.
  6. Termination. 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, threatening, or endangering to the well-being of our staff or other members, or otherwise detrimental to the formation, development, and spirit of community within a shared space.
  7. Expiration. All non-monthly punch pass memberships and drop-in passes, whether purchased individually or in a bulk purchase, expire upon the date of expiration stated at purchase. If not otherwise stated, punch passes expire not later than three (3) months from the date of purchase. If a discrepancy exists between the date of expiration in these TOU and the published date of expiration at time of purchase, the time of purchase expiration date will be honored.

    All other unlimited and/or monthly memberships expire at the end of the designated term identified at the time of purchase. For the avoidance of doubt, monthly memberships end with the published close of business on the last weekday of the month of the membership period.
  8. Payments. Members are required to have a payment method associated with their account at all times in order for their membership to remain active. The Idea Kitchen reserves the right to terminate membership and associated access to the Space should the member have an outstanding, unresolved balance associated with their account. The Idea Kitchen may elect to add service fees or other charges related to the membership, use of space, as well as payment method associated with a member account, and to charge penalties or other fees against a delinquent account. 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 deliquency.
  9. Refunds. Should a Member have reason to request a refund following the purchase of a pass, reservations, or other Services, The Idea Kitchen may 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 refunded amounts 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 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.

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 servers;
  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.

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.

3. 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.

Notice of Photography and/or Video. As a condition of membership, you grant Us an irrevocable nonexclusive license to use your name, image, voice and likeness for the purpose of advertising and promoting The Idea Kitchen Services, activities and/or products without any further approval from you or payment to you. It is our right to make visual and audio recordings, and still images of its members (collectively “Photography”) and to use the Photography. However, none of the above shall be deemed as an endorsement for any The Idea Kitchen product or service. You agree that the rights granted hereunder shall include the perpetual, worldwide right of The Idea Kitchen to edit, record, publish, reproduce, use, license, print, distribute or otherwise exploit, in any manner and in any medium or forum, whether now known or hereafter devised.

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.

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.

Insurance + Security. The Idea Kitchen will carry General Liability insurance. It is strongly suggested that you carry an insurance policy to cover your own equipment and belongings while using the Services.

You agree that as an individual or business using The Idea Kitchen to provide commercial services to others, you will hold commercial general liability insurance or other policy meeting minimums that are reasonable and customary for your industry and the services you provide. You agree to provide, upon request, a valid and current Certificate of Insurance, naming Palmer Farms Realty Propco, LLC as additional insured.

Damage. You may be held liable (and do hereby authorize Us to charge you) for the repair cost for any and all damage to the Space and items therein caused by you or your guests.

Property. The Idea Kitchen is not responsible for any member property left behind in the Space. We reserve the right to apply service, cleaning, or other fees, including those related to the removal of personal belongings, furniture, or equipment following the end of your membership term. If necessary, The Idea Kitchen will provide not more than 30 days storage for personal items, however at no point does The Idea Kitchen assume responsibility for or guarantee the condition or security of belongings while in storage. After providing you with reasonable notice, The Idea Kitchen will be entitled to take possession of or dispose of any remaining property, and you waive any claims or demands regarding such property or our handling of such property.

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.

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.

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.