These Terms and Conditions (this “Agreement” or “Terms and Conditions”) constitute the terms and conditions upon which AF 84 Tenant, LLC (“Licensor”) agrees to grant to you, as the “Licensee” hereunder, a license to use the Licensed Premises (as hereinafter defined) located at 84 Peachtree Street NE, Atlanta, Georgia 30303 (the “Flatiron Building”).
THESE TERMS AND CONDITIONS CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND LICENSOR. YOUR USE OF THE LICENSED PREMISES IS EXPRESSLY CONDITIONED ON YOUR ELECTRONIC ASSENT TO THESE TERMS AND CONDITIONS. PLEASE READ THESE TERMS AND CONDITIONS BEFORE PRESSING THE "AGREE" BUTTON. BY PRESSING "AGREE," YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PRESS "CANCEL".
Subject to these Terms and Conditions, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, a non transferable license to use the Licensed Premises, together with any personal property therein that Licensor elects to furnish (the “License”). As used herein, “Licensed Premises” collectively refers to: (a) the reserved office space (“Office Space”), (b) the reserved workstation(s) (the “Reserved Workstations”), and/or (c) the unreserved individual workstations (the “Unreserved Workstations”) as specified in your electronic account created pursuant to and in accordance with the software platform utilized by Flatiron City (herein, your “Account”). For purposes hereunder, the License granted in connection with the Office Space and Reserved Workstations shall be exclusive, and the License granted in connection with Unreserved Workstations shall be non-exclusive.
(A) Authorized Changes. Licensor shall use its good faith efforts to provide Licensee with the Licensed Premises. Licensor may, in its sole discretion and from time to time: (i) reduce or increase the size, number, or configuration of the Office Space and the Reserved Workstation(s), and/or (ii) relocate the Office Space and the Reserved Workstation(s) (or any portion thereof) to a new location within the Flatiron Building (each, an “Authorized Change”); provided, however, that in the event the size of the Licensed Premises is increased or decreased as a result of an Authorized Change, the Fees shall be appropriately increased or decreased to reflect such change. Licensor will notify Licensee in writing if it elects to make an Authorized Change. In such event, Licensee shall have the right to terminate this Agreement by providing written notice to Licensor within thirty (30) days following its receipt of Licensor’s notice of election to implement such Authorized Change.
(B) Licensed Premises. Licensee shall accept the Licensed Premises and such of Licensor’s then-standard furniture and personal property therein, if any, which Licensor shall furnish in their “as is” condition as of the Commencement Date. Licensor shall provide the Licensed Premises for the uses intended herein in accordance with Licensor’s standard office design in effect on the Commencement Date. It is specifically understood that this License Agreement is not a lease or a sublease. Except as otherwise provided in this Agreement, Licensor shall not be obligated to provide any services to any part of the Licensed Premises, the Flatiron Building, or the land on which the Building is located on account of this License Agreement.
(C) Services. Licensor will use reasonable efforts to provide Licensee with access to and the use of one shared high-speed internet connection and basic high-speed broadband internet service through said connection (as the same may be modified from time to time at Licensor’s sole discretion), except that such high speed internet service shall not include any website hosting, e mail service, or any Licensee access to or use of Licensor’s computer or e mail systems or intranet, and Licensor shall have no obligation whatsoever to provide any IT support services to Licensee or with respect to the Licensed Premises. A greater internet bandwidth may be made available to Licensee at an additional fee. During the term of the License, Licensor will use reasonable efforts to make available certain services, such as: mail-handling services (which may be available only during regular business hours, excluding federal holidays); standard power outlets; printers/scanners; and common areas (including, but not limited to, kitchens, bathrooms, and other facilities). Further, Licensor will use reasonable efforts to provide Licensee with up to fifteen (15) hours of conference room usage per month; any usage in excess of sixteen (16) hours will be subject to a fee.
Phone service is not included with the Licensed Premises. To the extent Licensee desires to install its own telephone, data and internet cabling and connections within the Office Space or Reserved Workstations, such installations shall be subject to Licensor’s consent, which may be withheld in Licensor’s sole and absolute discretion. All charges incurred by Licensee for telephone and data equipment and services (beyond those to be provided by Licensor hereunder), shall be paid directly by Licensee. To the extent that Licensee shall receive a monthly allowance of conference-room hours or prints/copies as part of the services, such items will be specifically described in your Account and may not be rolled over from one month to the next.
Licensee acknowledges and agrees that in order to receive certain services (including, but not limited to, access to the network, shared printing, etc.), Licensee must install drivers and software to be provided by Licensor. As a condition of use of such services, Licensee, on behalf of itself and on behalf of its employees, agents, and invitees, waives any claim against Licensor, its affiliates, and any person acting on behalf of Licensor or its affiliates arising from or in conjunction with the installation and/or use of said software and/or drivers. All services provided by or on behalf of Licensor under this Agreement (collectively, the “Services”) may be added to, deleted, or changed at any time at the discretion of Licensor and without prior notice to Licensee. Any or all of the Services may be provided by Licensor, an affiliate of Licensor, or any third party service provider designated by Licensor, which service providers are subject to change at any time at the discretion of Licensor and without prior notice to Licensee. (D) Parking; Release. During the Term, Licensee shall have the right to purchase a parking pass from the parking garage located at 100 Luckie Street (the “LAZ Garage Facility.”) If Licensee elects to purchase such parking in the LAZ Garage Facility, Licensee shall comply with all parking rules and regulations established from time to time by the owner and/or operator of such facility and, if required, shall enter into the standard parking agreement utilized by such entity from time to time. It is understood and agreed that no agency, affiliation, employment, joint venture or partnership exists (or is created by this Agreement) between Licensor and the owner or operator of the LAZ Garage Facility, nor shall either party have the right, power or authority to act for the other in any manner to create obligations or debts binding upon the other party. Notwithstanding any efforts made by Licensor to pre-negotiate preferred rates on behalf of its licensees with the LAZ Garage Facility, Licensee acknowledges and agrees as follows: (i) Licensor is not legally affiliated in any manner with the LAZ Garage Facility; (ii) Licensor shall not be liable in any manner for damage or loss to any vehicles parked by Licensee (or its guests, licensees or invitees) in the LAZ Garage Facility (or for any injury sustained by any person on or about the premises of the LAZ Garage Facility), (iii) Licensee hereby releases Licensor from and against any liability for loss of life, bodily and/or personal injury or any damage to or loss of property of Licensor, the operator of any vehicle (or any occupant of a vehicle and any of their respective guests or invitees or any other person claiming through Licensor) resulting from any accident or occurrence in or upon the LAZ Garage Facility, and Licensor hereby agrees and covenants not to sue Licensor with respect to any such injury, damage or loss. (E) Utilities. Licensee shall receive the allocable benefit of all utilities and services (including typical heating, cooling and ventilation, office cleaning and janitorial services, and all utilities) made available to the Licensed Premises.
(F) Access. Licensor and its designees shall, at all times, have access to the Licensed Premises, with or without notice to Licensee, including, but not limited to, for purposes of maintenance, safety, or emergency, and may temporarily move the Licensed Premises and/or furniture, and remove or replace parts and components of the Licensed Premises. (G) Maintenance. Licensor shall, at Licensor’s cost and expense, provide routine maintenance of the Licensed Premises, and every part thereof, and shall maintain the same in a clean, careful, safe, lawful and proper manner, and in good order, condition and repair at all times during the term of the License. Licensee shall be responsible for the cost of repairing damage to the Licensed Premises, to such of Licensor’s furniture, equipment and personal property therein, which Licensor is elects to furnish, and to the Licensed Premises, to the extent caused by the acts, negligence, or willful misconduct of Licensee or its agents, employees or invitees. Licensee shall not commit waste upon the Licensed Premises.
(A) Nature of the Agreement. Notwithstanding anything to the contrary, Licensor and Licensee expressly acknowledge and agree that: (i) the License is and shall at all times be a license; (ii) the relationship between Licensor and Licensee created hereunder is that of a licensor licensee, and not that of landlord tenant or lessor lessee; and (iii) this Agreement shall be in no way construed as to grant Licensee any title, easement, lien, possession or related rights in Licensor’s business, the Premises, or anything contained thereon. Licensee acknowledges that this Agreement creates no tenancy interest, leasehold estate, or other real property interest in Licensee’s favor. (B) Term. Licensor will use its commercially reasonable efforts to make the Licensed Premises available to Licensee as of the designated commencement date set forth in your Account (the “Commencement Date”). If Licensor is unable to make the Licensed Premises available for Licensee as of the Commencement Date, Licensor will not be subject to any liability therefore, nor will such failure affect the validity of this Agreement; provided, however, that Licensee will not be obligated to pay the Fees or perform its obligations under this Agreement until the Licensed Premises is made available to Licensee. Subject to the terms of this Agreement, this Agreement shall be for a minimum of one (1) month and a number of days commencing on the Commencement Date and ending on the last day of the calendar month following one full calendar month from the Commencement Date. The term shall extend automatically for successive one (1) month period terms until terminated. (C) Licensed Premises Not Available. If the Licensed Premises is not made available to Licensee within fifteen (15) days following the Commencement Date, Licensee may terminate this Agreement pursuant to Subsection (D) hereunder, at any time before the Licensed Premises is made available to Licensee. (D) Termination by Licensee. Licensee may terminate this Agreement by providing Licensor written notice of its intent to terminate the Agreement at least thirty (30) days prior to such termination. Except in the event of a termination pursuant to Subsection 3(C) hereunder (for Licensor’s failure to deliver the Licensed Premises in a timely fashion), Licensee expressly agrees that Licensee may specify only the last day of a calendar month as the termination date. (E) Termination by Licensor. Notwithstanding anything contained herein to the contrary, Licensor may immediately, and without notice to Licensee, terminate this Agreement: (i) upon a Default (as hereinafter defined) by Licensee, its agents, employees, or invitees, whether or not such breach is later corrected; (ii) upon termination of Licensor’s rights in the Premises; or (iii) at any other time, whereupon Licensor, in its sole discretion, sees fit to do so. Licensee shall remain liable for past due amounts and Licensor may exercise its rights to collect any Fees due despite termination of this Agreement. (F) Removal of Property upon Termination. On or prior to the termination of this Agreement, Licensee shall remove all of its property from the Licensed Premises. Licensor shall be entitled to dispose of any of Licensee’s or any third party’s property remaining in or on the Licensed Premises after the termination of this Agreement, without notice to Licensee, and Licensee waives any claims or demands regarding such property. (G) Updates to Agreement. Licensor may from time to time update this Agreement and shall provide notice to Licensee of such updates by public posting or email, which shall be the responsibility of Licensee to review. Licensee acknowledges that Licensee shall accept the new terms of the Agreement upon renewal of the Agreement occurring the first of the month following the completion of one (1) full month after the date of notice of the update(s). Continued use of the Licensed Premises and/or Services beyond such time shall constitute acceptance of the new terms.
(A) Fees. Licensee agrees to pay in lawful money of the United States, in advance, a monthly License Fee and Fees for Services (collectively, the “Fees”) as determined by Licensor and appear in your Account, subject to change at the discretion of Licensor with notice to Licensee. (B) Security Deposit. Upon execution of this Agreement, Licensee shall deliver to Licensor a Security Deposit of one and one half month’s license fee, said security deposit to be refunded to Licensee within forty five (45) days of the termination date, subject to Licensee’s complete satisfaction of Licensee’s obligations under this Agreement. Licensor shall have no duty to keep the Security Deposit in an escrow or interest-bearing account, and such funds will be available for use by Licensor for the duration of this Agreement. Licensee acknowledges that Licensee is not entitled to any interest on the Security Deposit. If Licensee wishes to voluntarily change the Licensed Premises to one(s) carrying higher license fees, an increased Security Deposit shall become due and owing prior to such change equal to the amount above offset by the previously rendered Security Deposit. Licensee acknowledges that the purpose of the Security Deposit is to serve as an incentive to Licensee to vacate the Licensed Premises in an acceptable condition and that it is not intended to serve as a reserve with which fees can be paid. To ensure that the full Security Deposit amount is on hand at all times during the term of this Agreement, Licensee shall deliver to Licensor upon demand any amount drawn upon by Licensor in connection with a default by Licensee hereunder. (C) Setup Fee. Licensee shall be responsible for the payment of a one time, non refundable setup fee as indicated in your Account. (D) Other Fees. Licensee is subject to additional fees and/or penalties for late payments, returned checks, or other declined payments due to insufficient funds, as set forth in fee schedules published or posted by Licensor from time to time. Licensee acknowledges all such fees are subject to change at the discretion of Licensor and with notice to Licensee. (E) Application of Funds. When Licensor receives funds from Licensee, funds shall be applied first to any balances which are in arrears and to the earliest month due first. Once past balances are satisfied, any remaining portion of funds received shall be applied to current fees due and owing. (F) Withholding Services. Licensor may withhold services (including, for the avoidance of doubt, denying Licensee access to the Licensed Premises) while there are any outstanding fees due or Licensee is otherwise in breach of this Agreement.
It shall be a “Default” under this License Agreement (a) if Licensee shall fail to pay any Fees or other amounts due hereunder when due and such failure is not remedied within ten (10) days following receipt of written notice from Licensor; (b) if any unpermitted use or occupancy of the Licensed Premises (or any portion thereof), or any violation by Licensee, its agents, employees, contractors and/or invitees of any applicable laws, codes, ordinances, orders, rules and regulations (including, without limitation, those of Licensor or its respective insurers), and/or covenants, conditions and restrictions (either of record or specifically referred to in the Lease or this License Agreement), occurs and such unpermitted use or occupancy, or violation, is not immediately and permanently discontinued or corrected (as applicable) after written notice thereof from Licensor, (c) any unpermitted assignment of this License Agreement, or any unpermitted sub-license or other occupancy arrangement with respect to all or any portion of the Licensed Premises, is entered into, agreed to or permitted by Licensee; (d) if Licensee shall fail to observe and comply with any other term, condition, covenant or agreement to be observed and complied with by Licensee hereunder and such failure shall continue uncured for a period of thirty (30) days after notice from Licensor, or (e) if within any twelve-month period, Licensee fails for a second time to pay when due any License Fees or other amounts due hereunder or breaches any particular covenant of the this Agreement (whether or not cure of such failure or breach is thereafter made or tendered within or after any stated or statutory cure or grace period). In the event of a Default by Licensee, Licensor shall have, in addition to any other remedy available hereunder, at law or in equity, the right to immediately terminate this License Agreement, without notice, and remove all of Licensee’s personal property, furniture, fixtures, equipment and improvements from the Licensed Premises and retain or dispose of the same in any manner following five (5) days’ notice to Licensee. Licensee shall be liable to Licensor for all of Licensor’s costs (including, without limitation, reasonable attorneys’ fees and expenses) of (i) enforcing the provisions of this License Agreement, (ii) performing any term, condition, covenant or agreement to be performed by Licensee hereunder which is not performed within any applicable notice and cure period, and (iii) removing, storing and disposing of such personal property, furniture, fixtures, equipment and improvements.
Licensee acknowledges and agrees to the following terms and conditions: (A) Licensee is entitled to use the Licensed Premises solely as general office space in the conduct of Licensee’s business and for no other use whatsoever. Licensed Premises use of a “retail”, “medical”, or other nature involving frequent visits by members of the public is not permitted. (B) Regular use of the Licensed Premises shall be limited to those persons listed in your Account. (C) Licensee, at its expense, shall maintain at all times during the term of this License, personal property insurance, commercial general liability insurance, and insurance covering Licensee for property damage, injury to Licensee, its agents, employees, or guests, business interruption, prevention of or denial of use of or access to, all or part of the Premises or the building, personal injury, and any other type of insurance which may arise due to Licensee’s use of the Premises in form and amount appropriate to Licensee’s business and acceptable to Licensor, as determined by Licensor. Licensor shall be named as additional insureds on any such policies of Insurance. Licensee shall provide proof of insurance upon Licensor’s request. If Licensee shall fail to carry such insurance, Licensor shall not be liable in any manner. Licensor reserves the right, but shall have no obligation, to purchase required insurance on behalf of Licensee at Licensee’s expense, including any costs of Licensor related thereto. (D) Licensee may not use any of the Services or the Premises to conduct or pursue any illegal activities (including the downloading of music, software, movies, the sale of alcohol, or any other activity that violates intellectual property laws). (E) Licensee shall not conduct any activity that is generally regarded as offensive to other people, such as, but not limited to, involvement in hate groups and/or their ideologies, activities involving pornographic or sexually explicit materials, or obscenities, whether written, oral or in any form or medium known or to be created. Licensor may determine at its sole discretion what activities may be deemed “offensive”. (F) Licensee must not use the name “FLATIRON” or “FlatironCity” in any way in connection with Licensee’s business without the express written consent of Licensor. (G) Licensee may use the address of the Premises as its business address; provided, however, that Licensee may not use pictures or illustrations of the Premises in any advertising, publicity or other purpose without the express written consent of Licensor. Further, no press release, advertising, sales literature or other publicity statements relating to the existence or substance of this Agreement or the relationship of the parties created by it, shall be made by Licensee without the prior written approval of Licensor. (H) Licensee shall not conduct any activity which may be hazardous to other persons in the building. (I) Licensee shall refrain from any activities that may be disruptive, including, but not limited to, acts of disorderly nature or excessive noise. (J) Licensee may not upload any files that contain or may contain viruses, “Trojan Horses”, worms, time bombs, candlebots, corrupted files, or any other similar software, whether known or unknown that may damage or disrupt the operation of any others. (K) Licensee is responsible for the actions of all persons that Licensee, its agents, assigns, or invitees allow or invite to enter the Premises and/or the building. Licensee, its agents, assigns, and invitees acknowledge that at no time shall they allow a party unknown to them to enter the Premises or the building and that such action may result in the termination of this Agreement (L) Licensee acknowledges that keys, key cards, key fobs and other such items used to gain physical access to the building and/or the Licensed Premises remain the property of Licensor. Licensee shall make efforts to safeguard Licensor’s property and shall be liable for replacement fees should any such property be lost. Licensee acknowledges that it may have to provide a copy of a governmental identification to Licensor for building security purposes. (M) Licensee shall not alter the Licensed Premises or attach or affix any items to the walls, nor shall Licensee remove, relocate, alter, modify, or place signs or inscriptions upon, any of Licensor’s furniture or personal property within the Licensed Premises, without, in each instance, the prior consent of Licensor. (N) Licensee shall not bring additional furniture, furnishings or decorations into the Licensed Premises or install satellite or microwave antennas, dishes, cabling, and technology or telecommunications lines in the Licensed Premises without the prior written consent of Licensor, which Licensor may refuse at Licensor’s discretion. (O) Licensee may not resell, lease, license or distribute any of the Services to any third party. (P) Licensee shall not attempt to (or allow others to) gain unauthorized access to the servers located at or serving the Premises or any content of any other person. (Q) Licensee will not, during the term of this Agreement and for a period of one year after, solicit the employment of any officer or employee of Licensor, or any contractor or subcontractor used by Licensor to perform any Services (“Company Personnel”). If Licensee hires any Company Personnel during the period described, Licensee will pay to Licensor an amount equal to such person’s annual salary with Licensor, contractor, or subcontractor. (R) Licensee may have no direct access to the landlord of the Premises (if other than Licensor). Licensee shall have no right to complain or demand anything from landlord and shall address all issues directly to Licensor. (S) Any acts of spamming by Licensee to Licensor or its members or other Licensees using the Premises shall result in immediate termination of this Agreement. (T) Licensee shall notify Licensor of any change to its contact information (telephone and e mail). (U) Licensee acknowledges that it must receive community e mails as part of its obligations and duties as a licensee. Licensor shall serve notice of any changes to services, fees, or other updates by e mail to the address provided by Licensee, or via any third-party software platform utilized by Licensor in its discretion for such purposes, and Licensee agrees that such notice transmitted is proper. (V) Licensee acknowledges that carts, dollies, and other freight items may not be used in the passenger elevator except by appointment made with Licensor, at Licensor’s discretion. (W) Licensee agrees to hold all Confidential Information (defined as information not generally known to the public) of Licensor and other licensees in the building or the greater Flatiron City community in strict confidence and to take all reasonable precautions to protect Confidential Information. Licensee acknowledges that any disclosure or unauthorized use of Confidential Information will constitute a material breach of this Agreement and cause substantial harm to the injured party for which damages would not be a fully adequate remedy. In the event of any such breach, Licensor shall have, in addition to other available remedies, the right to injunctive relief (without being required to post any bond or security). (X) Licensee shall not store any of its property or materials in common areas or hallways. (Y) Licensor may disclose information about Licensee to any third party(ies) as Licensor deems necessary to satisfy any applicable law, regulation, financing requirement, legal process or government request. (Z) Licensee agrees to abide by other rules and regulations as determined by Licensor which are communicated to Licensee verbally, by email, other written notice, or public posting Licensor may add, delete or amend terms and conditions at its discretion and with notice to Licensee. (AA) Licensor shall add Licensee’s name to the Flatiron Building’s main lobby directory, such signage to meet Licensor’s standards therefor as of the Commencement Date (as the same may be modified from time to time at Licensor’s sole discretion). All costs incurred by Licensor in connection with such listing shall be paid by Licensee. Further, signage may be made available to the Licensee on the exterior of the building for an additional fee. All signage will be under strict guidelines set forth by landlord in its sole and absolute discretion (as such standards may be modified from time to time).
(A) Waiver of Claims Concerning Property. To the maximum extent not prohibited by law, Licensee, on its own behalf and on behalf of its employees, agents, and invitees, waives any and all claims and rights against Licensor, its subsidiaries and affiliates, and each of its and their past, present and future principals, members, assignees, managers, directors, officers, employees, agents, successors, and assigns resulting from injury or damage to, or destruction, theft, or loss of, tangible or intangible property. Licensor and such related parties shall not be liable for damages, liabilities, or expenses of any kind resulting from such matters regardless of whether such damages, liabilities, or expenses result from any active or passive act, error, omission, or negligence of Licensor or any such related parties. Licensee agrees to maintain appropriate insurance providing coverage for Licensee’s property at the Licensed Premises.
(B) Disclaimer of Warranties. Licensor expressly disclaims and excludes all warranties, whether express, implied or statutory, with respect to the Licensed Premises or the Services provided by or on behalf of Licensor, including, but not limited to, any warranty of merchantability, fitness for a particular purpose, non infringement, habitability, or quiet enjoyment, or any warranties that may have arisen or may arise from course of performance, course of dealing or usage of trade. Furthermore, Licensor makes no warranties regarding the quality, reliability, timeliness or security of the Licensed Premises or any Services provided by or on behalf of Licensor or that any Services will be uninterrupted or operate error free. The Licensed Premises and Services provided by Licensor are provided “as is” and “with all faults.” While the Licensed Premises shall be maintained as a so-called secured building requiring special pass cards or other similar devices in order to gain entrance, Licensor does not warrant or represent the secured nature of the Licensed Premises, or the Flatiron Building.
(C) Limitation of Liability. The aggregate monetary liability of Licensor, its subsidiaries, and affiliates, and each of their past, present, and future principals, members, assignees, managers, directors, officers, employees, agents, successors, and assigns, to Licensee, its employees, agents, and invitees, for any reason and for all causes of action, whether in contract, tort, or otherwise, will not exceed the total fees paid by Licensee to Licensor under this Agreement during the two month period before any such cause of action accrued. Licensor, its subsidiaries, and affiliates, and each of their past, present, and future principals, members, assignees, managers, directors, officers, employees, agents, successors, will not be liable under any cause of action, whether in contract, tort, or otherwise for any indirect, special, incidental, consequential, or punitive damages, including, but not limited to, loss of profits or business interruption even if Licensor has been advised of such damages. Licensor’s fees for the Licensed Premises and the Services and its obligations under this Agreement are consideration for the limitation of liability as stated herein. The limitations disclaimers, and exclusions in this Agreement shall apply to the maximum extent allowed by law. (D) No Affiliation. It is understood that no agency, employment, joint venture or partnership is created between the parties by this License Agreement, that Licensee is not an affiliate of Licensor, and that neither party, nor its agents or employees shall be deemed to be an agent of the other, nor shall either party have the right, power or authority to act for the other in any manner to create obligations or debts binding upon the other party. (E) Limitation of Actions. Licensee may not commence any action, suit, or proceeding against Licensor, its subsidiaries or affiliates, or any of its or their past, present, or future principals, members, assignees, managers, directors, officers, employees, agents, successors, or assigns, whether in contract, tort, or otherwise unless the action, suit, or proceeding is commenced within one (1) year of the cause of action’s accrual. (F) Interpretation. The information contained in your Account is part of this Agreement. Section and subsection headings are for conveniences only, and not for use in interpreting this Agreement.
(G) Indemnification. Licensee will defend and indemnify Licensor, its subsidiaries and affiliates, and each of its and their past, present and future principals, members, assignees, managers, directors, officers, employees, agents, successors, and assigns for, from, and against any and all claims, actions, proceedings, damages, liabilities, and expenses of every kind, whether known or unknown, including, but not limited to, reasonable attorney’s fees, resulting from and arising out of any breach by Licensee or Licensee’s employees, agents, or invitees of this Agreement, or the negligent actions, errors, omissions, willful misconduct, and/or fraud of Licensee or Licensee’s employees, agents or invitees. If any such claim, action, or proceeding is brought against Licensor, and/or Licensor’s related parties, Licensee, upon written notice from Licensor, will, at Licensee’s expense, resist or defend such action or proceeding by counsel approved by Licensor in writing, such approval not to be unreasonably withheld. (H) Governing Law; Venue; Waiver of Jury Trial. This agreement is governed by the laws of the State of Georgia, without giving effect to any conflict of law principle that would result in the laws of any other jurisdiction governing this Agreement. Any action, suit, or proceeding arising out of the subject matter of this Agreement will be litigated in courts located in Atlanta, Georgia. Licensee consents and submits to the jurisdiction of any local, state, or federal court in Atlanta, Georgia. Licensee, by entering into this Agreement, hereby irrevocably agrees to waive any right to a jury trial of any claim or cause of action based upon or arising out of the subject matter of this Agreement. (I) Attorney’s Fees. If any arbitration, action, suit, or proceeding is instituted to interpret, enforce, or rescind this Agreement, or otherwise in connection with the subject matter of this Agreement, including, but not limited to, any proceeding brought under the U.S. Bankruptcy Code, the prevailing party will be entitled to recover with respect to the claim, in addition to any other relief awarded, the prevailing party’s reasonable attorney’s fees and other fees, costs and expenses of every kind in connection with the arbitration, action, suit, or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator or court. (J) Waiver. Neither party shall be deemed by any act or omission to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving party, and then only to the extent specifically set forth in writing. (K) No Assignment. Licensee may not transfer, sublicense, or otherwise assign or delegate any of Licensee’s rights or obligations under this Agreement to any person without the prior written consent of Licensor, which Licensor may withhold in Licensor’s sole discretion. Licensee shall pay all costs, fees and charges required by Licensor to be paid in connection with such consent. Any attempt to assign this License Agreement in an unauthorized manner shall be void. (L) Subordination. This Agreement shall at all times be subject and subordinate to (i) any lease relating to the Licensed Premises, (ii) any financing secured in whole or in part by the Licensed Premises, or (iii) any other agreements relating to the Flatiron Building to which Licensor is subject or subordinate. Further, Licensee acknowledges that Licensee has no rights under any such agreement(s).
(M) No Third-Party Beneficiaries. Except for third parties entitled to indemnity under the indemnification provision in this Agreement or third parties whose liability is specifically limited pursuant to the terms of this Agreement, Licensor and Licensee do not intend to confer any right or remedy on any third party. (N) Force Majeure. Neither party is liable for, and will not be considered in default or breach of this Agreement on account of, any delay or failure to perform as required by this Agreement (with the exception of any obligations on Licensee’s part to pay any sum of money due Licensor hereunder, including, without limitation, the payment of the Fees, which shall remain unaffected by the provisions of this paragraph) as a result of any causes or conditions that are beyond such party’s reasonable control and which such party is unable to overcome by the exercise of reasonable diligence, provided that the affected party will use best efforts to resume normal performance. (O) Severability. If a provision of this Agreement is determined to be unenforceable in any respect, the enforceability of the provision in any other respect and of the remaining provisions of this Agreement will not be impaired. (P) Survival. All provisions of this Agreement that would reasonably be expected to survive the termination of this Agreement will do so. (Q) Attachments. Any addenda, exhibits, schedules, and other attachments referenced in this Agreement are part of this Agreement. [END OF TERMS AND CONDITIONS.]
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