TERMS & CONDITIONS

  1. DEFINITIONS

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

"Membership Location” means 625 Broad Street, Suite 230, Newark, New Jersey in which the Office Space is located, as set forth in the Membership Details form, or with additional details as may be set forth in Appendix A of this Agreement.

"Member" means you and “Additional Member” means each person you list and authorize on your Member Details Summary form and Contact Information form as being allowed to use your Office Space and receive the Services (defined below) or other benefits of your Launch Pad Membership.

"Member Company" or “Member Companies” means one or more companies, entities, or individuals that enters into a Membership Agreement with Launch Pad Hahne LLC.

"Office Space” means the office number and/or workspace location(s) specified in the Membership Details form, or more accurately detailed in Appendix A of this Agreement.

"Premises" means a building or portion of a building in which Launch Pad Hahne LLC offers or plans to offer offices, workstations, other workspaces, and/or other services to Member Companies.

"Primary Member" means the person who is primarily and financially responsible for all of the obligations in this Agreement, and who is the primary in-Premises Member that Launch Pad may contact to resolve any issues.

"Start Date” means the start date set forth on the Membership Details Summary form.

"Launch Pad Hahne LLC,” “Launch Pad,” “we” “or,” “us” means the Launch Pad Hahne LLC entity with whom you are entering into this Agreement, which may be amended by Launch Pad from time to time.

"You" means the company, Primary Member, or other entity listed on the Contact Information form.

  1. THE BENEFITS

(a.) Services. Subject to the terms and conditions of this agreement, including any attachments, exhibits, and addenda (including any additional or supplemental Membership Agreement or Membership Details Summary forms) (collectively, the “Agreement") and any other policies we make available to you from time to time during the Term (defined below), Launch Pad will use commercially reasonable efforts to provide you (and your Members, as applicable) the services described below. These services are referred to in this Agreement as the "Services:”

  • Non-exclusive access to the co-working spaces and permanent desks, and exclusive access to offices.
  • Regular maintenance of the Office Space, consistent with the maintenance provided to similar workspaces in the Premises, provided that we will not be responsible for damage exceeding normal wear and tear.
  • Furnishings for the Office Space of the quality and in the quantity typically provided to other Launch Pad Member Companies with similar office space, workstations, and/ or other workspace, as applicable, in the Premises.
  • Access to and reasonable and legal use of the shared internet connection.
  • Use of the printers, copiers and/or scanners made publicly available in the Premises unless said printers, copiers and/or scanners are under maintenance.
  • Use of the conference rooms in any Launch Pad Premises during such Premises' Regular Business Hours on Regular Business Days, subject to availability and your prior reservation of such conference rooms.
  • Heat and air-conditioning in the Office Space during Regular Business Hours on Regular Business Days.
  • Acceptance of mail and deliveries on behalf of your business during Regular Business Hours on Regular Business Days; provided that we are not liable for any mail or packages received.
  • Opportunity to participate in members-only events, benefits and promotions.

(b.) Business Hours/Days. "Regular Business Hours” are generally from 9:00 a.m. to 5:00 p.m. on Regular Business Days In the time zone where the applicable Office Space Is located, with the exception of days prior to local bank/ government holidays, when Regular Business Hours end at approximately 2:00 p.m. "Regular Business Days" are all weekdays, except local bank/government holidays and up to three other days of which we will inform you.

(c.) Our Reserved Rights. With respect to co-working spaces and permanent desks, we are entitled to access your space, with or without notice, in connection with our provision of the Services, for safety or emergency purposes or for any other purposes. We may temporarily move furniture contained in your space. We reserve the right to alter your space, provided that we will not do so in a manner that substantially decreases the square footage of your assigned space or related amenities. We may also modify or reduce the list of Services or furnishings provided for your space at any time. The Services may be provided by us, an affiliate or a third party.

  1. MEMBERSHIP FEES; PAYMENTS

(a.) Payments Due Upon Signing. Upon submitting a signed and completed Agreement, you will be obligated to deliver to us the full monthly amount, by the first (1st) day of every month, as set forth on your Membership Details Summary form.

(b.) Membership Fee. The amount of your monthly Membership Fee is listed in the Membership Details Summary form. During the Term (defined below) of this Agreement, we will process payment for your Membership Fee and other then-outstanding fees, in advance, monthly and no later than the first (1st) business day of each month. You shall be responsible for having the necessary funds available in your payment account as of the first (1st) day of the month. The Membership Fee set forth on the Membership Details Summary form covers the Services for only the number of Members indicated in the Membership Details Summary form.

(c.) Supplemental Services Fee(s). During the Term of this Agreement, we will process payment for any supplemental services, in advance, monthly and no later than the first (1st) business day of each month.  Supplemental services will be indicated on your Membership Details Summary form and include, but are not limited to: parking; telephone service; and any Additional Service if indicated.

(d.) Deposit Amount. You may be required to furnish a deposit as security for your obligations under the Membership Agreement. The amount of your security deposit is listed as Deposit Amount on the Membership Details Summary form.

(e.) Access Card Fee. If your Membership Type includes 24/7 access to the premises an additional one time Access Fee applies for each Primary Member and Additional Member that will be issued an access card/key card. Upon submitting a signed and completed Agreement you agree to pay the one-time Access Card Fee listed in the Membership Details Summary form.

(f.) Invoices. Launch Pad will send or otherwise provide invoices and other billing-related documents, information and notices to the Primary Member, unless a different Billing Contact is indicated on the Membership Details form. Change of the Billing Contact will require written notice from the Primary Member. Any such change is not effective until acknowledged in writing by us.

  1. TERM AND TERMINATION

(a.) Term. This Agreement will be effective when signed by both parties ("Effective Date"); provided that we have no obligations to provide you with Services until the later of (i) the date on which payment of your first month's Membership Fee and any required deposit or Service Retainer has cleared or (ii) the Start Date. If the Start Date is a Regular Business Day, you will be entitled to move into the Office Space after 11 a.m. (in the Office Space's time zone) on the Start Date. If the Start Date is not a Regular Business Day, you will be entitled to move into the Office Space after 11 a.m. (in the Office Space's time zone) on the first Regular Business Day after the Start Date. The term of this Agreement shall be that stated above in the Membership Details section, and such term shall be known as the Membership Term. If proper notice is not provided as stated above, the Membership Term shall renew per the provisions of renewal herein.

(b.) Renewal. Unless otherwise stated in the in the Membership Details section of this Agreement, your term will automatically renew after the Membership Term for the same length of time as that of the Membership Term, and such renewal period shall be known as the "Renewal Term." Typical renewal terms are: one (1) month, six (6) months or one (1) year. The Membership Term and all subsequent Renewal Terms shall constitute the "Term.” If no Membership Term Is indicated on your Membership Details Summary form, the default Membership Term shall commence on the Start Date and end one (1) month after the Start Date. This Agreement will continue until terminated in accordance with this Agreement.

(c.) Termination. If you have no Membership Term, you may terminate this Agreement by delivering to us a termination notice at least one (1) full business day prior to the end of the month in which you intend to terminate this Agreement. If your Membership Summary Details form indicates a Commitment Term and/or subsequent Renewal Term, you must deliver a written notice of cancellation to Launch Pad at least one (1) full calendar month before the end of the Commitment Term. If you have previously renewed your term, then you must deliver a written notice of cancellation to Launch Pad at least one (1) full calendar month before the end of the Renewal Term. YOU MUST PROVIDE 30 DAYS NOTICE PRIOR TO YOUR TERM’S END DATE. For instance, if your Membership Term or Renewal Term ends in April, and you would like to terminate this Agreement on the last Regular Business Day of April, the last day to deliver notice of termination to us would be on March 31. If your notice of termination is not delivered thirty (30) days prior to your current Term’s end date, your Term will renew for a full Renewal Term. Any termination notice must be in writing. You will not be entitled to proration with respect to the last month's Membership Fee. For instance, if you vacate your Office Space before the last Regular Business Day of April, you will still owe us the full Membership Fee for the month of April.

In addition, if you have a multi-month Membership Term, you may not terminate the Membership Term early unless Launch Pad agrees to such termination in writing. Launch Pad reserves all legal rights and remedies in the event you terminate your Membership Term early without Launch Pad’s consent (“Early Termination”). You hereby agree that Launch Pad may take any legal measure to compensate for damages incurred as a result of an unauthorized Early Termination, up to and including placing a lien on your assets stored in your Office Space. You also explicitly agree that upon unauthorized Early Termination, you forfeit any security deposits you provided Launch Pad when executing this Agreement.

(d.) Termination by Launch Pad Hahne LLC. Launch Pad Hahne LLC reserves the right to terminate this Agreement at any time. Launch Pad Hahne LLC 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 Terms and Conditions of this Agreement or fail to comply with any rules or conditions set forth by any Premises rules or building rules.

  1. INDEMNIFICATION

You release, and hereby agree to indemnify, defend and save harmless Launch Pad Hahne LLC and Launch Pad Partners LLC'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.

  1. PETS & INDEMNIFICATION

Depending upon the building rules of your office location, you may be able to bring pets to the premises. You agree to be solely responsible for any pet you bring on the premises. You agree to release and hereby agree to indemnify, defend and save harmless Launch Pad Hahne LLC and Launch Pad Partners LLC’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 any actions of your pet. You agree that your pet will be supervised at all times; will be clean; will not make offensive noise; will be housebroken; will be well-socialized and well-behaved towards people and other pets; and will be current on all vaccinations and be flea and tick free. Launch Pad reserves the right to deny entrance to any pet at its sole discretion and for any reason.

  1. HARASSMENT OR OFFENSIVE BEHAVIOR

We are dedicated to providing a discrimination and harassment-free environment for everyone, regardless of gender, gender identity and expression, sexual orientation, disability, physical appearance, body size, race, or religion. We do not tolerate harassment of people at our events or space in any form. We have a zero tolerance policy for any remarks or behavior failing to respect the dignity and feelings of individuals in our space. Members or guests violating this Harassment Policy will be sanctioned or expelled, and the Member’s Membership Agreement terminated, at the discretion of Launch Pad.

Harassment includes:

  • Offensive verbal comments;
  • Sexual images in public spaces;
  • Deliberate intimidation;
  • Stalking;
  • Following;
  • Photography or recording without consent;
  • Sustained disruption;
  • Inappropriate physical contact; and/or
  • Unwelcome sexual attention.

In addition, no Member may be associated with or behave in accordance with hate groups, or promote or engage in racism, bullying, child exploitation, or malicious, deceptive, or illegal activities (collectively, “Offensive Behavior”). Per this policy, any Member who engages in Offensive Behavior or Harassing Behavior shall be asked to cease said behavior by Launch Pad. If such offending Member does not cease the offending behavior immediately upon request by Launch Pad, then Launch Pad reserves the right to immediately terminate this Agreement and all Services to such Member. If you are the recipient of any undesirable behavior or action listed above, please contact your Community Manager with any questions, concerns, or issues.

  1. SEVERABILITY

In the event that any provision or portion of this Agreement is determined to be invalid, illegal or unenforceable for any reason, in whole or in part. the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.

  1. INSURANCE

Launch Pad Hahne LLC carries Liability and Business Personal Property insurance, however this policy does not provide coverage to Members or Member Companies. As a Member, it is strongly suggested that you carry a Renters Insurance policy to cover your own equipment and negligence while using our space. That policy may cover your current residence/office, as well as the premises.

  1. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LAUNCH PAD HAHNE LLC PROVIDES THE SERVICES "AS IS" AND WITH ALL FAULTS, AND HEREBY DISCLAIMS WITH RESPECT TO THE SERVICES ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, 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, 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.

  1. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LAUNCH PAD PARTNERS LLC 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 AND 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 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 LAUNCH PAD HAHNE LLC, AND EVEN IF LAUNCH PAD HAHNE LLC 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.

  1. LIMITATIONS 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 LAUNCH PAD HAHNE LLC 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 AGREEMENT 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.

  1. JURISDICTION.

THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY. THIS AGREEMENT IS PERFORMABLE, AND VENUE OF ANY LITIGATION PURSUANT HERETO, SHALL BE IN ESSEX COUNTY, NEW JERSEY

  1. CREDIT CARD AUTHORIZATION

Launch Pad Hahne LLC requires automatic monthly billing for your contract with Launch Pad. By signing below, you authorize Launch Pad Hahne LLC to charge your credit card on the first day of each month for the membership amount stated in your monthly invoice and pursuant to your Membership Agreement and your Membership Details Summary form. This ongoing monthly charge is authorized for the first day of each month unless the contract is cancelled according to the terms of the contract.

  1. UNDERLYING LEASE

You hereby agree to be subject to all the terms and conditions of any underlying lease to which Launch Pad Hahne LLC is a party with respect to the Office Space in this Agreement.

By signing below, the parties agree to all the Terms & Conditions and provisions of this entire Membership Agreement, all incorporated forms, the Credit Card Authorization form, and the Membership Details Summary form.