DEFAULT LICENSE AGREEMENT
The terms and conditions of this Agreement shall apply in the event s Space Owner and Brand do not enter into a separate License Agreement. THIS LICENSE AGREEMENT ("License Agreement"), is made as of the ______ day of ____________, 20___ between _____________________, a ______________, (entity type) having an address at c/o _______________ _____________________________, ____________________ (“Licensor”), and _____________________ a _______________________ (entity type) having an address at ______________________ , ___________________ (“Licensee”).
Licensed Premises, Term and Security Deposit. The Licensor hereby grants Licensee a license, to use the Licensed Premises known as ______________________, ________, ___, _____ (the “Licensed Premises”) on a temporary basis upon the terms, conditions and covenants set forth herein,. The term of this license (the “Term”) shall commence at 8:00 AM on ___________, _____ (the “Commencement”) and end at 10:00 PM on ________________, 201__ (the “Expiration”). The fee payable by Licensee for such license will be in the amount of ___________ ($00,000) plus $______________ for Cleaning Fee (collectively, the “License Charge”) plus a security deposit in the amount of ______________($0,000) (“Security Deposit”). Licensee is scheduled to move into the Licensed Premises on ___________ __, 201__ (the “Move-In Date”).
Representations, Warranties and Covenants. Licensee represents, warrants, covenants and agrees as follows:
(a) Capitalized terms not otherwise defined herein shall have the meanings set forth in the Popshop Services Agreement.
(b) To pay to the Licensor through the Platform: (1) the License Charge; and, (2) the Security Deposit, if applicable, which will be returned to the Licensee following the Expiration of the Term subject to deduction of any payment due to the Licensor in accordance with Section 2(g).
(c) To keep the Licensed Premises clean and tidy and in good condition provided that the Licensee shall put, keep and hand back the Licensed Premises in the same condition than it is in at the date of this License Agreement, as evidenced by the photographs of the Licensed Premises provided through the Platform. Any damage to the Licensed Premises which occurred prior to the Term should be reported by Licensee to Licensor within one (1) business day of the commencement of the Term.
(d) The Licensed Premises may not be used for any purpose other than the intended use as agreed upon between Licensee and Licensor in the Booking.
(e) To only occupy and use the Licensed Premises as set forth in the Booking.
(f) Not to make any material alteration or addition whatsoever to the Licensed Premises nor to overload any circuit breaker or other electrical panel or to exceed the maximum weight limits of the Licensed Premises.
(g) Licensee’s privilege granted herein is personal, and Licensee may not sublicense or assign the Licensed Premises or this License Agreement to any other person or entity without the prior written consent of Licensor.
(h) Not to damage or leave any personal property in the Licensed Premises or the building in which the Licensed Premises are located (the “Building”), or the Common Areas (defined below) and to bear the cost incurred by the Licensor in repairing any damage caused by the Licensee or any of the Licensee's employees, customers, visitors or agents or removing any personal property left in the Building, the Common Areas or the Licensed Premises.
(i) Not to exhibit or display any permanent advertisement, sign, billboard, nameplate, inscription, flag, banner, placard, poster, sign or notice at the Licensed Premises or elsewhere in or on the Building without the Licensor's prior written consent and without compliance with applicable Law. Any reasonable non-permanent sign billboard or nameplate advertising the goods or services of Licensee shall be permitted as long as such sign, billboard, or nameplate, and the installation thereof is in compliance with applicable Law.
(j) Not to do or permit to be done on the Licensed Premises anything which violates any applicable Law, or which may be or become a nuisance (whether actionable or not), or which may damage, annoy, inconvenience or otherwise disturb the Licensor or other tenants, licensees or other Brands of the Building.
(k) Not to obstruct, make dirty or untidy or leave any rubbish on such roads, paths, entrance, hallways, corridors, lifts, staircases, landings and other means of access in or upon the Building, the use of which is necessary for obtaining access to and egress from the Licensed Premises as designated from time to time by the Licensor (the "Common Areas").
(l) Not to apply for any planning permission or entitlements in respect of the Licensed Premises without the prior written consent of the Licensor.
(m) To comply in all respects with all Laws, including but not limited to all zoning and municipal rules, regulations and ordinances.
(n) Not to do or permit or suffer any act or thing which may make void or voidable or render any additional premium payable under any policy of insurance covering the Licensed Premises and to comply with all the requirements and recommendations of the Licensor’s insurers.
(p) To observe all rules and regulations of the Building and the rules appended to this License Agreement, if any, or which the Licensor makes and notifies to the Licensee from time to time governing the Licensee's the use of the Licensed Premises and the Common Areas.
(q) At the end of the Term, or earlier termination, to surrender the Licensed Premises in such condition as is in accordance with its obligations under this License and to remove all the Licensee's fixtures, fittings, possessions and personal property from the Licensed Premises in the same condition that existed up commencement of the Term, less any reasonable wear and tear.
(t) The Licensee will at all times maintain, in respect of the Licensed Premises, Insurance coverage for commercial general liability and employer’s liability and worker’s compensation, in such amount as required by statute, if applicable, and at the request of the Licensor to give to the Licensor, a copy of such policy or policies. The commercial general liability policy shall have a limit of not less than $1,000,000.00 per occurrence. The employer’s liability policy shall have a limit of not less than $1,000,000.00 per occurrence.
(u) The Licensor will provide Licensee, on at least eight (8) hours’ notice to enter the Licensed Premises for the purposes of inspection and for any other reasonable purpose, except in emergency, when no notice shall be required.
Use of Common Areas and Utilities
a. Licensee shall have the right to the Common Areas as required for the purpose of access to and egress from the Licensed Premises; and
b. All water, plumbing, HVAC and other utility services in the Licensed Premises available to Licensor shall be provided to Licensee at no additional cost.
(a) Licensee shall, at its own expense, obtain and keep in force during the Term:
(1) Commercial general liability insurance, including contractual liability coverage, not less than $1,000,000 per occurrence;
(2) All-risk property insurance covering the full replacement value of all Licensee’s property in the License Premises and the Building; and
(3) Workers compensation insurance in the amount required by law (with employer’s liability insurance of not less than $1,000,000); and
(4) If applicable, automobile liability insurance having a $1,000,000.00 combined single limit including property damage covering Licensee’s owned and hired vehicles.
(b) Licensor and any mortgagee or lender for the Building shall be named as an additional insured on all policies required to be carried by Licensee under this Section.
(c) Upon the execution of this License Agreement and each renewal of the above insurance policies, Licensee shall deliver to Licensor certificates of insurance evidencing the insurance required to be maintained hereunder.
(d) All insurance required under this Section shall be carried by companies and with coverages reasonably satisfactory to Licensor.
(e) All insurance policies required under this Section shall be endorsed to require thirty (30) days written notice to Licensor of any cancellation or modification except for cancellation for nonpayment of premiums in which event ten (10) days written notice to Licensor shall be required.
(f) If Licensee fails to procure and maintain the insurance required under this Section, Licensor shall have the option, but not the obligation, to procure and maintain such insurance at Licensee’s expense. Licensee shall reimburse Licensor on demand for the costs of said insurance and any such amount shall be additional rent and may be collected and enforced in same manner as rent. Licensee acknowledges that Licensor will not carry insurance on Licensee's furnishings, fixtures or equipment and Licensee agrees that Licensor will not be obligated to repair any damage thereto or replace the same whether or not such damage is caused by the acts or omissions of Licensor.
This Agreement shall end on the earliest of:
The Expiration; or
The Licensor giving notice to the Licensee at any time of breach of any of the Licensee's obligations contained in this License with such termination being without prejudice to the rights of either party in connection with any other breach of or other obligation under this Agreement.
If the Licensee does not remove all items, furniture, equipment, and goods (the "Licensee's Items") prior to or at the end of the Term:
the Licensor shall be entitled to remove the Licensee's Items from the Licensed Premises and the Licensor, as agent for the Licensee, may dispose of them in such manner as the Licensor thinks fit, including by sale. Licensor shall not incur any personal liability in respect of such disposal either to the Licensee or to any third party;
after deducting the costs of disposal and any other sums due to the Licensor under this Agreement, the proceeds of any such disposal shall belong to the Licensor; and
Nothing contained herein shall be deemed to authorize Licensee to remain in occupancy of the Licensed Premises after the Expiration or sooner termination of this License.
6. Service Fee. Licensor agrees to pay a Service Fee to popshop, LLC in the amount of fifteen percent (15%) of the License Charge, which Service Fee shall be paid on the Platform, through Popshop’s payment processor, Stripe. Popshop, LLC is a third-party beneficiary of this Section 6.
7. Indemnity. To the fullest extent permitted by Law, Licensee agrees to hold Licensor harmless from and against any and all loss, cost, liability, and expense, including attorney’s fees and disbursements, arising from or alleged to arise from (a) any default or breach by Licensee hereunder or under the Popshop Services Agreement, (b) the use or occupancy of the Licensed Space by Licensee or its officers, directors, managers, employees, agents, contractors, and invitees, (c) any act or omission of Licensee or Licensee’s officers, directors, managers, employees, agents, contractors, and invitees, (d) any injury or death to any person or damage to property by Licensee, or Licensee’s officers, directors, managers, employees, agents, contractors, and invitees occurring during the Term, whether occurring in the Licensed Space, Building, Common Areas or otherwise, except to the extent such injury, death or property damage results from the gross negligence or willful misconduct of Licensor, (e) the disposal by Licensor if Licensee’s Items. Licensor is not responsible for any claims, costs, damages, liability or losses incurred by Licensee due to the failure of heating, cooling or other utility equipment to operate, or due to the necessity of repair as herein provided, except when such failure to provide such service or access is the result of Licensor’s sole negligence. This indemnity shall apply whether the claim is made by Licensor or third parties. Licensee shall pay Licensor within ten (10) days following Licensor’s demand for indemnity hereunder, all losses, costs and liability and expenses referred to herein. This indemnity shall survive Expiration or termination of this License Agreement.
8. Nature of Agreement. Licensee acknowledges that this Agreement is a license agreement and creates no tenancy interest, leasehold estate or other real property interest with respect to the Licensed Premises. Licensor is providing Licenses with the limited right to use the Licensed Premises on the terms and conditions set forth herein. This Agreement is personal to Licensee and may not be assigned or transferred to any other Party. Licensor may assign this Agreement and upon such assignment, Licensor will be discharged from its responsibilities hereunder.
9. Casualty. If the Licensed Premises or Common Areas serving the Licensed Premises are made unusable in whole or in party by fire or other casualty or condemnation affecting the Building, Licensed Premises or Common Areas occurs, Licensor may, at its option, either terminate this License Agreement on the written notice to Licensor or repair the Licensed Premises and/or Common Areas so that Licensee can use the Licensed Premises in accordance with the Booking. The License Fee shall be abated on a per diem basis with respect to portions of the Licensed Premises or Common Areas that may be unusable, which will be Licensee’s sole remedy.
10. Incorporation by Reference. To the extent the terms and conditions of the Popshop Services Agreement do not conflict with the terms of this License Agreement, the terms of the Popshop Services Agreement are incorporated herein by reference.
This Agreement shall be governed by and construed in all respects in accordance with the law of the state where the Licensed Premises is located.
Licensee shall accept the Licensed Premises in its “as is” condition and nothing contained in this Agreement shall imply or warrant that the Licensed Premises or any part thereof are in any given state or condition or may be the used or are fit or the useable for any specific purpose.
All notices, demands, or requests between Licensor and Licensee shall be delivered in person and notice shall be deemed effective upon receipt or refusal thereof, or by nationally recognized overnight courier (i.e., Federal Express, UPS), in which event notice shall be deemed effective on the next following business day, or by certified mail, return receipt requested, in which event, notices shall be deemed effective three (3) business days after the posted mailing date. Any such notice shall be addressed to the parties as set forth above and either party may change the address for notices by so notifying the other party.
This Agreement shall be governed by, and construed in accordance, the laws of the State of the state where the Licensed Premises is located (other than its rules and laws relating to choice of law).
This Agreement constitutes the entire agreement between the parties hereto and may not be modified except by a written instrument executed by both parties hereto.
This Agreement may be executed by one or more parties hereto on any number of separate counterparts, each of which shall be an original and all of which when taken together shall constitute one and the same agreement.