In consideration of your payment of the cost of the Membership Package you selected and the representations, warranties and covenants you make in this Membership Agreement, The Gentlemen’s Factory,(“TGF”) will provide the services and benefits described in the Membership Package you selected (the “Services”), including use of the space at the location. In this Agreement, TGF may also be referred to as “We”, “TGF”, “The Gentlemen’s Factory”, or the “Factory”. The physical TGF location may also be referred to herein as the “The Gentlemen’s Factory”, or the “Factory”. Your membership is subject to this Membership Agreement and to the rules posted on The Gentlemen’s Factory website and contained in this Membership Agreement, as such rules may be amended from time to time (the “Members Code of Conduct”). For purposes of this Membership Agreement, the Members Code of Conduct and all other internal and external communications, you may be referred to as a “Member” or any other phrase which, taken in context relates to you. Any reference to you herein shall also be deemed to include your guests, as the context requires. Those references are not intended and shall not be construed to imply that you have an ownership interest in TGF. You agree that this Membership Agreement constitutes a valid, legal and binding agreement between you and TGF.
Membership Term
Annual Membership- A Member may elect to enroll in an annual membership at the then- current annual membership price, upon payment, in full, of the annual membership price and the enrollment fee. Annual memberships shall automatically renew at the end of the initial term, unless Member informs TGF not less than 60 days prior to the end of the membership term, that the Member will not renew his membership or wishes to convert to a monthly membership. Payment for the subsequent year shall be due and automatically charged to the Member’s card on file, on the last day of the then current year’s term. Annual memberships are for a one year period, and are not refundable
Monthly Membership- A Member may elect to enroll in a monthly membership plan, upon payment of the then-current enrollment fee, followed by paying the monthly payments at the then-current monthly price on the first day of each month – hereinafter called the due date. Should a Member join TGF during the middle of a month, such Member’s first monthly payment shall consist of a prorated payment for the partial month, plus the enrollment fee. Monthly memberships renew automatically each month, and will be automatically charged to the card on file.
Payment Delinquency- Should a Member’s payment fail to process on the due date, such Member’s membership shall be flagged as delinquent. If such Member has not paid his dues by four (4) days after the due date, such Member will be denied access into the Factory, and shall be assessed a late fee of $10, per day, for each day that the monthly payment remains unpaid. On the 14th day of delinquency, the Member will be removed from TGF system. If such Member has not paid his dues (inclusive of any late fees) within thirty (30) days after the due date, the Membership is completely terminated and labeled as “Permanent Delinquent”. Any Member achieving Permanent Delinquent status will be required to undergo the application process, including payment of the then-current enrollment fee, in order to be considered for membership. Further, Members achieving “Permanent Delinquent” status are not in good standing with the Factory and will not be permitted access into the Factory as a member nor as a guest.
Cancellation of Membership- Any Member wishing to terminate his membership shall provide TGF with not less than thirty (30) days’ prior written notice of such termination. If you wish to temporarily place your membership on hold and avoid reapplying and paying the then-current enrollment fee, you can request “membership hold” status with TGF. Membership hold status will temporarily suspend your membership and requires that you pay 25% of your monthly membership dues to maintain your right to resume membership status. This does still require a 30 day notice. Please note that if you are on membership hold status, you will not have access to the Factory. A Member can elect to be on membership hold status, for a total of 3 months in any rolling 12 month period. Factory management reserves the right to extend such status on a case by case basis.
Changing Fees and Charges- Membership fees are subject to increase from time to time, at the discretion of TGF. TGF shall provide Members with not less than thirty (30) days prior written notice of any increase in membership fees before such increased fees go into effect.
Membership Transfers- Members may elect to transfer between annual and monthly membership by notifying TGF in writing and following the process then in place for such transfer. These are handled on a case-by-case basis as approved by TGF staff.
Promotion Offers- TGF has the right to offer occasional promotions on membership packages, as TGF may determine in its sole discretion. Such promotions are for non-members only and existing Members are not eligible to receive such promotional offers.
MEMBERS CODE OF CONDUCT
You acknowledge and agree that you will, at all times during the term of your membership, abide by the Members Code of Conduct as set forth below and as amended from time to time by TGF. The Members Code of Conduct will be maintained on The Gentlemen’s Factory website.
Prohibited Activities
You agree that while you are a Member, in the Factory or using the Services, You will not: (a) Use the Factory or Services for any purpose that is unlawful; prohibited by this Membership Agreement and Members Code of Conduct; interfere with the use of the Factory by TGF or others; cause any nuisance; harass or annoy any other Members, engage in any activity which is likely to cause an increase in insurance premiums or cause loss or damage to TGF or any other Member or user of the Factory; (b) Engage in any conduct of a sexual or otherwise offensive or harassing nature, toward any Member or TGF staff member which is unwelcomed and/or unwanted; (c) Place anything, or allow anything to be placed, in the common areas, which may, in TGF judgment, is unsightly or limits the use of the Factory by others; (d) Use the Factory for retail activity open to the general public (unless granted express prior authorization), use the Factory in any way that creates a health or safety risk, including, without limitation, chemical, biological or medical research, or otherwise conduct activities at the Factory that is inconsistent with an office environment; (e) Bring into the Factory, or knowingly permit guests or invitees to bring into the Factory, any hazardous, flammable or combustible materials, explosives, fireworks; (f) Bring any weapons into the Factory, regardless of whether you possess a concealed carry permit; (g) Install any cabling, IT or telecom connections without TGF’ consent, which may be refused in its absolute discretion; (h) Make any holes in the walls of any assigned space or any community space in the Factory, (i) TGF retains the right to control and prevent access thereto by all persons whose presence, in the reasonable judgment of TGF, shall be prejudicial to the safety, character, reputation and interests of The Gentlemen’s Factory and member community. If, as a result of your and/or your guest’s conduct, TGF requests your removal from the Factory, you and/or your guest (as applicable) shall leave the Factory promptly and may arrange with TGF to return at a later time to collect any personal belongings. If, you and/or your guest refuse to leave the Factory at TGF’s request, TGF shall have the right to remove you and/or your guest, as the case may be, and such removed person shall hold TGF harmless in all respects from any claim or expense related to such removal.
Conference Room Policies
Members may book conference rooms within BKLYN Commons at a discounted rate. All booking requests must be sent via email to info@gentlemensfactory.com. Conference room payment will be charged at the time of booking using the credit card on file. If a Member wishes to use a different form of payment, it shall be the Member’s responsibility to inform the Factory staff of such desire at the time of booking. We require 48 hours cancellation notice prior to your scheduled reservation; otherwise we will charge your member account a $25 cancellation fee. If you do not notify us of your cancellation and do not use the Conference room you booked, we will charge your member account a $50 cancellation fee. Should you have to reschedule your
reservation at any time, we will offer a credit of the total amount paid toward a future conference room bookings. In the event of a cancellation or reschedule, refunds will not be issued.
Payment of Membership Account and Factory Usage
All Members shall have on file, at all times, a current and valid credit card, for all charges incurred at TGF. Member hereby authorized TGF to charge the credit card on file for all items purchased at TGF and for the payment of dues. TGF will not accept payment by cash or check, unless arrangements have been made with, and approved in advance, by TGF. It shall be Member’s responsibility to update their credit card information when the card on file is no longer valid, or if Member wishes to use a different card to pay for Services.
The Member credit card on file shall be used for all payments, including:
• Annual Membership payment, which shall be processed on the first day of the month following membership term.
• Monthly Membership payment, which shall be processed on the first day of the month.
• Factory and BKLYN Commons facilities rental, which will be processed in accordance with the event space rental agreement governing such use.
• Purchase of event tickets and other offers extended by the Factory, which will be processed at the time of ordering.
All other purchases made through TGF, which shall be processed at the time such purchase is made.
Past Due Accounts- Should a Member’s account become past due, Member agrees that the Factory may assess a late charge on such past-due account on the day after such payment becomes past due. Member agrees to pay all reasonable attorneys’ fees, investigator fees, and related costs incurred by TGF in collecting past due amounts.
*Membership dues are due and owed, whether or not you utilize your membership.
*Memberships are not transferable.
Internet Usage
Internet access is available in the Factory as a convenience for Members and their guests. Service interruptions, if they occur, will be handled as promptly as possible. TGF is not responsible, and you agree to hold TGF harmless, for any data, business or other losses resulting from interruption in internet service. You are responsible for protecting your computer, tablets, phones, all other devices and data from electrical surges, theft, virus, or other malicious attack.
Member shall access TGF’s internet network using only the Member’s only password. Each Member’s guest will have internet access using a guest login password. Members shall not provide guests with the Member only password. You agree not to use the internet service, any TGF or TGF related network or website for any fraudulent, unlawful, harassing or abusive
purpose, or so as to damage or cause risk to TGF’s business, reputation, employees, subscribers, facilities, or to any other person. TGF may update, modify, or institute additional internet usage policies from time to time, and shall make such updated, modified of additional policies available for Members’ review. Members shall be responsible for abiding by all such policies.
If TGF suspects a violation of its internet usage policies by You, TGF will investigate and, if a violation is confirmed, immediately deactivate your access to internet service in the Factory without notice, and cooperate with law enforcement authorities, as applicable, to seek a resolution, which may include legal action against you. You agree to reasonably cooperate with TGF in investigating suspected violations.
Links to Third Party Websites
We may provide links to third party websites or services for you to access. You acknowledge that any access is at your sole discretion and for your information only. We do not review or endorse any of those websites or services. Although a third party website may contain The Wing’s logo or other intellectual property elements, please understand that it is independent from TGF and that TGF has no control over the content of that website. These links do not imply endorsement of, sponsorship of, or affiliation with The Gentlemen’s Factory. We are not responsible in any way for: (a) the availability of, (b) the privacy practices of, (c) the content, advertising, products, goods or other materials or resources on or available from, or (d) the use to which others make of these other websites and services. We are also not responsible for any damage, loss or offense caused or alleged to be caused by, or in connection with, the use of or reliance on such websites or services.
Workspace Etiquette
Cleanliness: Please make sure that you leave the space in the same condition in which you found it or better. It is your responsibility to clean up after yourself when using the space.
Awareness: Please be considerate of your fellow members. The Factory is a shared space. Please be courteous and mindful others while using the space.
Do not leave your personal property unattended. TGF shall have no liability for theft or loss of any personal property (cell phone, tablet, laptop, purse, food, etc.) while at the Factory, and such loss or theft shall be your sole responsibility. TGF, its owners, employees, agents nor representatives shall be liable in any way for safeguarding your property.
Rights to Publicity; Required Disclosure
You hereby agree and grant to TGF a royalty-free license to, publish your name, company name, title, website, photograph, likeness and other similar details on the web, on social media or in print; provided, however, that TGF shall have no obligation to publish any such information. To the extent required by law, government request, or pursuant to any legal proceeding or investigation, TGF may disclose information about you and your participation in and use of the
Services at the Factory, with or without your knowledge, and you hereby consent to such disclosure.
Intellectual Property
Except as otherwise expressly granted to you in these Terms, we reserve and retain all right, title and interest in the Services, including without limitation, all technology and processes, enhancements or modifications thereto, trademarks, service marks, site design, text, video, graphics, logos, images and icons, as well as the arrangement thereof. You acknowledge that the Services contain proprietary content, information and material protected by applicable intellectual property and other laws, including but not limited to copyright and trademark laws, and you agree that, except with our prior written consent or as explicitly provided in these Terms, (1) using the Services does not give you any ownership of any intellectual property rights in our Services or (2) grant you the right to display, modify, reproduce, distribute, create derivative works of, download, store, transmit or otherwise use any of our intellectual property. Any unauthorized use of any content or materials on the Services is strictly prohibited and violates copyright, trademark, and/or other intellectual property laws, and/or the laws of privacy, publicity, and/or communications regulations and statutes.
In particular, audio or video content from The Gentlemen’s Factory not explicitly indicated as downloadable may not be downloaded or copied from the Services. You may not otherwise download, display, copy, reproduce, distribute, modify, perform, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials in the Services. If you make other use of the Services, or the content, code, data or materials thereon, except as otherwise provided, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use.
You must not access or use for any commercial purposes any part of the Site and or any services or materials available through the Site. You acknowledge and agree that you do not acquire any ownership interest in the Services under these Terms, or any other rights thereto other than to use the Services in accordance with the license granted. Appropriate legal action may be taken for any illegal or unauthorized use of the Services.
To inquire about obtaining authorization to use the materials or content other than as permitted in these Terms, please contact us at info@gentlemensfactory.com.
Privacy
Members are not to disclose or share information about the Factory or other members without the Factory’s or such Member’s (as applicable) permission. Members are prohibited from disturbing, photographing, or soliciting others in the Factory with whom they are not personally acquainted. Doing so may lead to suspension or termination of membership.
Hours of Operation
The Gentlemen’s Factory is open 24 hours, 7 days a week and will be accessible with card access. The Gentlemen’s Factory common areas are workspaces from the hours of 7am to 6pm. Social hours are from 6pm to 11pm.
Member Access/ Security
Members will be provided with a mobile membership access card for access to the Factory. Members are also required to sign in at the Factory upon arrival. Membership access cards cannot be shared with non-members, whether within or outside of the Factory. If you share your access privileges, your access will be deactivated. Any violation may result in suspension or termination of your Membership.
24/7 access is reserved for members who hold the “Builder” membership. Members, who hold the “Networker” membership, are granted access only from the hours of 6pm to 11pm. If you need to access the space outside of your access window, please send an email to info@gentlemensfactory.com.
Guest Policy
Members may bring up to two (2) guests with them to the Factory at any time. All guests must sign in at the front desk upon arrival. Please be aware that during very busy times we may have to restrict member/guest access to the Factory. A member’s guests may not enter the Factory without that member being present. Members may not be separated from their guests within the Factory or allow their guests to remain in the Factory when they leave. Members are responsible for ensuring their guests follow all Factory rules and policies and can face suspension or termination of their membership if their guests violate such rules or policies.
Child Policy
The Gentlemen’s Factory is designed for adults only. However, we understand that emergencies occur. If you must bring your child to the Factory, please be considerate of other members when you bring your children. Keep in mind that your children will count as part of your guest allowance. Please remember that your children are your responsibility at all times when present at the Factory and ensure they are not left unattended at any time.
Termination
In addition to TGF’s other termination rights set forth in this Membership Agreement, TGF may, in its sole discretion, immediately terminate, or suspend, your membership and the rights granted to you herein if: (i) You or your guests engage in any of the Prohibited Activities set forth above; (ii)You, or your guest or invitee’s conduct: interferes with the operation of the Factory or the use of the Factory by other members; results in injury to any person or damage to property; injures or threatens TGF, its staff, or other members; damages the Factory’s reputation or is found to be distasteful by management; (iii) You breach this Membership Agreement or fail to comply with
the Members Code of Conduct; (iv) You make negative or disparaging comments about the Factory or its staff. Further, TGF reserves the right to suspend or terminate any Member from the community in its sole discretion. Any such termination of you by TGF shall be without refund of any fees paid by you, and shall be in addition to all other rights that TGF may have against you at law or in equity.
Upon expiration or termination of your membership, you agree to immediately remove any and all of your personal property from the Factory and vacate the Factory. Any continued occupancy of the Factory by you will be considered trespassing. If you fail to remove your property from the Factory upon the termination or expiration of your membership, TGF may remove your property from the Factory and have it stored, at your expense, and provide you notice of the storage location. TGF shall not be liable to you, and you agree to hold TGF harmless for all charges and expense related to, and any damage to such property in storage. If your property remains unclaimed thirty days after the termination or expiration of your membership, TGF may, without any further notice, dispose of your property without any liability or obligation to you.
Availability of the Services
Although we aim to offer you the best service possible, we make no promise that the Services will meet your requirements and we cannot guarantee that the Services will be fault free. If a fault occurs in our Services, please report it to us at info@gentlemensfactory.com and we will review your complaint and, where we determine it appropriate to do so, correct the fault. We will not be liable to you if the Services are unavailable from time to time.
Your access to the Services may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or Services. We will restore the Services as soon as we reasonably can
Insurance
TGF carries liability for the Factory. While not required, TGF strongly suggests that you maintain insurance on your own equipment and personal property used at the Factory.
WARRANTY DISCLAIMER
THE FACTORY, FURNISHINGS, EQUIPMENT AND SERVICES ASSOCIATED WITH THIS MEMBERSHIP ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TGF DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TGF OR ANY OF ITS AFFILIATES, THEIR RESPECTIVE PAST, PRESENT AND FUTURE SHAREHOLDERS, PARTNERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES OR AGENTS (THE “TGF PARTIES”) BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY RELATED TO OR CONNECTED WITH ANY USE OF THE FACTORY, MATERIALS, EQUIPMENT OR SERVICES CONTEMPLATED BY THIS MEMBERSHIP AGREEMENT OR THE ACTS OF THE OTHER MEMBERS OF TGF, INCLUDING, WITHOUT LIMITATION, ANY BODILY INJURY, DEATH OR PROPERTY DAMAGE, EVEN IF TGF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE AGGREGATE LIABILITY OF THE TGF PARTIES TO YOU, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR IN ANY WAY RELATED TO OR CONNECTED WITH ANY USE OF THE FACTORY, MATERIALS, EQUIPMENT OR SERVICES CONTEMPLATED BY THIS MEMBERSHIP AGREEMENT SHALL NOT EXCEED THE MEMBERSHIP PAYMENTS ACTUALLY PAID BY YOU TO TGF DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE ACT OR OMISSION OUT OF WHICH SUCH LIABILITY ARISES.
Indemnification
You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your (or your guest’s) violation of these Terms or your (or your guest’s) use of the Services or your (or your guest’s) use of any information obtained through use of the Services. Your indemnification obligations survive expiration or termination of this membership agreement.
Assignment
This Membership Agreement and the rights and obligations hereunder may not be assigned, delegated or transferred by you by intentional act, operation of law or otherwise. This Membership Agreement and the rights and obligations hereunder shall be freely assignable by TGF, without your consent. These Terms do not create any agency, partnership, joint venture, or employment relationship, and neither party has any authority to bind the other in any respect.
Waiver or Modification
Any waiver by TGF of your breach of any provision of this Membership Agreement shall not operate as, or be construed to be, a waiver of any other breach of such provision, or any other provision, of this Membership Agreement. The failure to insist on strict adherence to any term of this Membership Agreement or the Members Code of Conduct on one or more occasions shall not be considered a waiver or deprive TGF of the right thereafter to insist on strict adherence to that term or any other term of this Membership Agreement and the Members Code of Conduct. This Membership Agreement may not be modified or amended by you. This Membership Agreement may be changed, amended or modified by TGF at any time and such change, modification or amendment shall be provided to you by publishing on TGF’s website. There may be times when TGF provides you with written notice of such change, amendment or modification, however, TGF has no obligation to provide such written notice. Your continued use of the Factory after such change, amendment or modification is published, or after your receipt of notice (if applicable), shall be deemed to be your acceptance of such change, amendment or modification.
Governing Law
This Membership Agreement will be governed by, construed and enforced in accordance with the laws of the State of New York. If any provisions of these Terms are inconsistent with any applicable law, those provisions will be superseded and/or modified only to the extent such provisions are inconsistent. The parties agree to submit to the Federal and State courts situated in Kings County, New York. For exclusive jurisdiction of any disputes arising out of related to your (or your guest’s) use of the services or your (or your guest’s) breach of these terms.
Arbitration
At The Gentlemen’s Factory’s sole discretion, it may require you to submit any disputes arising from the use of these Terms of Use or the Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying New York law.
Severability
In the event that any provision or portion of this Membership Agreement is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, such illegal or invalid provision is hereby deemed stricken and the remaining provisions of this Membership Agreement shall be unaffected thereby and shall remain in effect to the fullest extent permitted by applicable law.
Entire Agreement
This Membership Agreement, together with your membership application and Members Code of Conduct constitute the entire agreement between you and TGF and supersede all prior or
contemporaneous communications and proposals, whether electronic, oral, or written with respect to these Services. Any rights not expressly granted herein are reserved. Each party confirms that it has not relied upon, and shall have no remedy in respect of any agreement, warranty, statement, representation or undertaking unless set out expressly in these Terms.
Third Parties
A person who is not a party to these Terms shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.
Authority and Understanding
You acknowledge that you have read, understand and agree to the terms of this Membership Agreement and the Members Code of Conduct. You hereby represent and warrant that you are 18 years of age, or older, and have all requisite legal power and authority to enter into this Membership Agreement and abide by the terms and conditions of this Membership Agreement and Members Code of Conduct.
Comments, Concerns and Complaints
All feedback, comments, requests for technical support and other communications relating to the Services should be directed to: info@gentlemensfactory.com
