Wework Membership Agreement For Platina Tower
Wework Membership Agreement For Platina Tower
We’re very excited to welcome you to the WeWork community. Please review your Membership Details below.
If you have any questions or concerns, please don’t hesitate to reach out to us at [email protected]
Yash chhabra
Primary member: Yash Chhabra
[email protected]
JOINING
Additional Fees
Setup Fee INR 0.00 + GST
Print credits
120 total black & white prints and 20 total color prints per month starting
on October 09, 2019.
By electronically signing the(se) membership agreement(s) below, your company is entering into legally binding agreement(s). Please download and read
carefully prior to signing. Any Agreement(s), including the(se) Terms and Conditions and Membership Details form(s), and any applicable Service Package
Addendum(s), will be effective when signed by both parties. In the event of any conflict between the(se) Terms and Conditions and the Membership Details
form(s), the Membership Details form(s) shall prevail.
When signing this (these) Agreement(s) you must have the proper authority to execute this (these) Agreement(s) on behalf of the company listed above and
incur the obligations described in this (these) Agreement(s) on behalf of such company.
If, according to law, the services provided by us to you pursuant to this agreement are at any time found to be exempt from GST, then we will credit the GST
charged to you and collected by us. In addition, in such event, the membership fee charged to you will be retroactively increased by an amount equal to the
GST amount that is to be credited to you. Such credits and accompanying membership fee increase will offset each other and the total amount paid to us by
you will remain the same.
☐ I agree to the(se) Terms & Conditions, Payment Authorization Terms, Membership Details Terms, and any
applicable Service Package Addendum in this (these) Membership Agreement(s). I additionally agree that in the
event I have any pre-existing Membership Agreement(s) the terms of such Agreement(s) which are not revised,
amended or terminated herein remain unchanged.
Community Manager's signature Electronic Signature
Ramniyata Jairath
WeWork
WeWork India Management Private Limited
Platina Tower, MG Road, Near Sikandarpur Metro Station, Sector 28 [email protected]
Gurugram, HR, 122001, India
(a) “Agreement” means, collectively, these Terms & Conditions (the “Terms and Conditions”), the attached Membership
Details Form cover page(s) (the “Membership Details Form”), and any other attachments, exhibits, and/or supplements.
(b) “Authorized Signatory” means an individual authorized to legally bind your company.
(c) “Capacity” means the maximum number of Memberships allotted to your Office Space set forth on the Membership Details
Form.
(d) “Commitment Term” means the period of time from the Start Date to the last day of the period set forth on the Membership
Details Form under “Commitment Term” with respect to each Individual Office Number, and which may be extended upon
mutual agreement of the parties.
(e) “Individual Office Number” means each individual office number and/or workspace location as may be specified in the
Membership Details Form. If the symbol “Ø” is included on the Membership Details Form, we will provide the Individual
Office Number(s) for the agreed upon Capacity prior to the Start Date.
(g) “Lease” means our lease with our Landlord at the Main Premises.
(h) “Main Premises” means the Premises in which the Office Space is located, as set forth in the Membership Details Form.
(i) “Member” means each person you authorize to receive the Services (defined below) (each Member granted a
“Membership”).
(j) “Member Company” or “you” means the company, entity, or individual entering into this Agreement as listed in the
Membership Details Form.
(k) “Office Space” means actual office or workspace corresponding to the Individual Office Number(s), taken together
(l) “Premises” means a building or portion of a building (including any basements, parking areas, concierge desks and common
areas) in which WeWork offers offices, workstations, other workspaces, and/or other services to Members.
(m) “Primary Member” means the primary in-Premises Member contact for WeWork.
(n) “Regular Business Days” are all weekdays, except local bank/government holidays.
(o) “Regular Business Hours” are generally from 8:00 a.m. to 8:00 p.m. on Regular Business Days.
(p) “Set-Up Fee” means the fee you will be charged for each individual Membership included in the Capacity of your Office
Space; you are obligated to pay the Set-Up Fee for each Individual Office that you occupy, including such Set-up Fees as
may be due upon transfer, including upgrade or downgrade (i.e. transferring to an Office Space with a higher or lower
Capacity), of Office Space.
(q) “Start Date” means the date set forth in the Membership Details Form upon which the Services will begin being provided
with respect to each Individual Office Number.
(r) “Taxes” means all forms of taxation and statutory, governmental and municipal charges, duties, and levies, wherever
chargeable and whether originating from the Republic of India or any other jurisdiction; and any related penalty, fine, or
v. 9.9.19 1
surcharge.
(s) “WeWork,” “we” or “us” means the WeWork entity you are contracting with.
(t) “WeWork Member Network” means the WeWork members-only online community accessed from the internet or our
mobile app.
a. Services. Subject to the terms and conditions of this Agreement and any other policies we make available to you from time
to time with prior notice, during the Term (defined below), WeWork 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.”
(iii) Furnishings for the Office Space of the quality and in the quantity typically provided to other member companies with
similar office space, workstations, and/or other workspace, as applicable, in the Premises.
(iv) Access to and use of the WeWork Member Network site in accordance with the terms of services available on our
website.
(v) Access to and use of the shared Internet connection in accordance with the terms of services available on our website.
(vi) Use of shared printers, copiers and/or scanners available to our members and member companies, in accordance with
the terms described herein.
(vii) Use of shared conference rooms in your Main Premises and use of conference rooms in any other WeWork Premises
during Regular Business Hours, in each case subject to availability and your prior reservation of such conference rooms,
in accordance with the terms described herein.
(x) Use of kitchens and beverages made available to our members and member companies.
(xi) Acceptance of mail and deliveries on behalf of your business during Regular Business Hours.
Other services may be provided for an additional fee, such as car parking space, phone service, and IT services, subject to
availability at the Main Premises and any additional terms and expenses applicable to those services.
You will be entitled to access and use your dedicated Office Space and Main Premises on a 24/7 basis, however you
acknowledge and agree that all common services may not be available to you and other members at the Main Premises
beyond the Regular Business Hours on Regular Business Day. In case of use of heat and air-conditioning in the Office Space
beyond the Regular Business Hours on Regular Business Day, there will be an additional hourly charge for such usage, which
shall be communicated to you as and when required.
b. Our Reserved Rights. We are entitled to access your Office 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 furnishings contained
in your Office Space. We reserve the right to alter or relocate your Office Space, provided that we will not do so in a manner
that substantially decreases the square footage of your assigned Office Space or related amenities. We may also modify or
reduce the list of Services or furnishings provided for your Office Space at any time. The Services may be provided by us, an
affiliate or a third party.
v. 9.9.19 2
c. Office Space Not Timely Available. If we are unable to make the Office Space available by the Start Date we will not be
subject to any liability related to such inability, nor will such inability affect the enforceability of this Agreement. This
Agreement shall remain in full force and effect, provided that: (i) the failure to provide access to the Office Space does not
last longer than two (2) months and (ii) at our sole discretion we will either (x) provide you with alternate office space (which
may or may not be within a WeWork building) with reasonably comparable Capacity during such period and charge your
Membership Fee or (y) not charge you during the period the Office Space is not available to you. Following the two (2) month
period set forth in (i) above, you shall have the ability to terminate this Agreement upon seven (7) days’ prior notice to us.
If we do provide you temporary office space as described in clause (x) above, during the period we provide you with such
alternate office space, the individuals named as Members shall be deemed to be Members and otherwise shall be fully
subject to the terms of this Agreement. Notwithstanding anything in this paragraph to the contrary, if the delay in providing
the Office Space is due to your actions or inactions or due to changes in work to the Office Space requested by you, we will
not be subject to any liability related to such delay nor will such delay affect the validity of this Agreement and we shall have
no obligations to provide you with the benefits described in subsections (x) and (y) of this paragraph and you shall not be
entitled to terminate this Agreement and shall be liable for the payment of the Membership Fees from the Start Date.
d. Access Prior to Start Date. If we, in our sole discretion, provide you with access to your Office Space for any period of time
prior to your Start Date (a “Soft Open Period”), during any such Soft Open Period you and your Members shall be fully subject
to the terms of this Agreement, regardless of whether we choose to charge you the Membership Fee during any such Soft
Open Period.
3. YOUR MEMBERS
a. Member List. You are responsible for maintaining the accuracy of your list of Members on the WeWork Member Network
(your “Member List”). Only those individuals included on the Member List will be deemed to be “Members” and entitled to
receive the Services described in this Agreement. To the extent permitted by law, all of your Members shall be required to
provide valid government issued identification in order to be issued an activated key card to access the Premises. If the
number of Members or other individuals regularly using your Office Space exceeds the Capacity, you will be required to pay
the then current additional fee as set forth on our website. In no event will the number of Members exceed 1.5 times the
Capacity, regardless of additional fees paid; however affiliated members with other active memberships offered by WeWork
such as We Membership, Hot Desk, and/or separate Dedicated Desk Memberships using desks outside of the Office Space
will not count towards this limit. We reserve the right to further limit the number of Members allowed at any point, but not
to a number less than set forth in the Membership Details form, upon reasonable notice.
Upon the addition of a Member to the Member List, WeWork will create a profile for such Member on the WeWork Member
Network in accordance with our Privacy Policy, which can be found on our website. Such profile will be viewable by us, our
employees and agents, and other members. The created profile will include only the Member’s name and the Member
Company; any additional information, including a photograph, shall be added solely as determined by you or your Members.
You are responsible for informing each of your Members about the creation of such profile and obtaining their consent to
the collection, use and disclosure of their personal information for such purposes. By sending us a request to add an
individual to your Member List, you are hereby representing and warranting that you have obtained all necessary consent
from such individual for the creation of such profile.
b. Changes to or Removal of Primary Member or Authorized Signatory. An Authorized Signatory generally has the sole
authority to make changes to or terminate this Agreement. A Primary Member will generally serve as WeWork’s primary
contact regarding matters that involve your Members, the physical Office Space or the Premises. If no Authorized Signatory
other than the Primary Member is designated by you on the Membership Details Form, the Primary Member will serve as
the Authorized Signatory. We will be entitled to rely on communications to or from the Authorized Signatory or Primary
Member as notice to or from the applicable Member Company. However, a legal representative of the applicable Member
Company (“Legal Representative”) will have the authority to override the request of an Authorized Signatory or Primary
Member, as applicable, provided that we receive such a request within 24 hours following such Authorized Signatory’s or
Primary Member’s request. We will be entitled to request reasonable documentation to confirm that an individual claiming
to be a Legal Representative truly is one and to exercise our discretion in determining whether a particular position
constitutes a “Legal Representative.” A Legal Representative will also have the authority to remove or replace the individual
serving as the Authorized Signatory and/or Primary Member. Unless we receive instructions from the Authorized Signatory
or Legal Representative, if the individual designated as the Primary Member ceases to provide services to the Member
Company or ceases using the Office Space regularly, we will use our reasonable judgment in designating a replacement
Primary Member.
v. 9.9.19 3
4. MEMBERSHIP FEES; PAYMENTS
a. Payments Due Upon Signing. Upon submitting a signed and completed Agreement, you will be obligated to deliver to us, in
the amount(s) set forth on your Membership Details Form, (i) the Service Retainer and (ii) the Set-Up Fee.
b. Membership Fee. During the Term (defined below) of this Agreement, your Membership Fee will be due monthly and in
advance as of the first (1st) day of each month. It is understood and clarified that the Membership Fee is due and payable as
on the Start Date. It is clarified that for any reason the member does not use and access the premises on the Start date
despite the same available for use will in no event excuse the member from paying the Membership fee. You confirm and
acknowledge that the Membership Fees and all other amounts and charges payable to us are fair and reasonable. You are
obligated to make payment of all Membership Fees owed throughout the Commitment Term and this obligation is absolute
notwithstanding any early termination of the Agreement by you (“Membership Fee Obligations”). You agree to pay
promptly: (i) all sales, use, excise, value added, goods and service tax and any other taxes which you are required to pay to
any governmental authority (and, at our request, will provide to us evidence of such payment) and (ii) all sales, use, excise,
value added, goods and service tax and any other taxes attributable to your Membership as shown on your invoice. We will
issue invoices in accordance with the provisions of applicable tax laws to enable you to claim credit in respect of such Taxes
borne by you. If you have made any deduction for applicable taxes on any payment to us, you will be required to provide a
tax deducted at source certificate to us within the time period prescribed under the Income-Tax Act, 1961. The Membership
Fee set forth on the Membership Details Form covers the Services for only the number of Members indicated in the
Membership Details Form. Additional Members will result in additional fees as set forth on our website.
On each anniversary of the Start Date (including during any Commitment Term) the Membership Fee will be subject to an
automatic six percent (6%) increase over the then current Membership Fee. Following any Commitment Term, we reserve
the right to further increase or decrease the Membership Fee at our sole discretion upon thirty (30) days’ prior notice to you
in advance of in accordance with the Termination Notice Period described below in Section 5(d).
c. Invoices; Financial Information. WeWork will send or otherwise provide invoices and other billing-related documents,
information and notices to the Primary Member, of, if a Billing Contact is indicated on the Membership Details Form, the
Billing Contact. Change of the Billing Contact will require notice from the Authorized Signatory in accordance with this
Agreement. In the event the Primary Member or the Billing Contact do not raise any question within respect to any invoice
within four (4) days from receipt of the invoice, the invoice will be deemed accepted by the Member.
d. Credits; Overage Fees. Each month, you will receive a certain number of credits for conference room use and a certain
number of credits for color and black and white copies and printouts, as specified on the Membership Details Form. These
allowances may not be rolled over from month to month. If these allocated amounts are exceeded, you will be responsible
for paying fees for such overages. The current overage fee schedule is listed on our website. All overage fees are subject to
increase from time to time at our sole discretion.
e. Late Fees. If payment for the Membership Fee or any other accrued and outstanding fee is not made by the tenth (10th) of
the month in which such payment is due, you will be responsible for paying the then-current late charge (presently being
10% of the outstanding invoice amount). All late fees are subject to increase from time to time at our sole discretion. In the
event you have breached the terms of this Agreement including delayed payment of the Membership Fee or any other fee
more than twice, we retain the right to require you to top up the service retainer to up to 2.5 times the monthly Membership
Fee within 7 (seven) days from a request for such top up from us. The topped up Service Retainer will be held by us to ensure
compliance with your obligations in terms of this Agreement.
f. Form of Payment. We accept payment of all amounts specified in this Agreement solely by the methods we communicate
to you during the sign up process or from time to time during the Term. You are required to inform us promptly of any
changes to your payment information.
g. Outstanding Fees. Any outstanding fees will be charged in arrears on a monthly basis. When we receive funds from you, we
will first apply funds to any balances which are in arrears (including any outstanding late fees) and to the earliest month due
first. Once past balances are satisfied, any remaining portion of the funds will be applied to current fees due. If any payments
remain outstanding after we provide notice to you, we may, in our sole discretion, withhold Services or terminate this
Agreement in accordance with Section 5(e).
h. No Refunds. Except as otherwise provided herein, there are no refunds of any fees or other amounts paid by you or your
Members in connection with the Services.
v. 9.9.19 4
5. 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 the Services until the later of (i) the date on which payment of your Service Retainer, Set-Up Fee and
first month’s Membership Fee has been received by us or (ii) the Start Date. Unless otherwise set forth on the Membership
Details Form, following the Commitment Term, this Agreement shall continue on a month-to-month basis (any term after
the Commitment Term, a “Renewal Term”), subject to the Termination Notice Periods (defined below). The Commitment
Term and all subsequent Renewal Terms shall constitute the “Term.” If no Commitment Term is indicated on your
Membership Details Form, the default Commitment Term shall commence on the Start Date and end one full (1) month
after the Start Date. This Agreement will continue until terminated in accordance with this Agreement.
b. Move In / Move Out. If the Start Date is a Regular Business Day, you will be entitled to move into the Office Space no earlier
than 11:00 a.m. on the Start Date, provided you have complied with the payment obligations described in Section 5(a). If
the Start Date is not a Regular Business Day, you will be entitled to move into the Office Space no earlier than 11:00 a.m. on
the first Regular Business Day after the Start Date. On the last Regular Business Day of the Termination Effective Month
(defined below), you must vacate the Office Space by no later than 4:00 p.m.
c. Termination Prior to Start Date by You. In addition to any other remedies we may pursue, terminating this Agreement prior
to the Start Date will result in the immediate forfeiture of the Set-Up Fee and Service Retainer as well as any amounts
expended by WeWork at your request to prepare the Office Space for your use. You remain obligated to pay such amounts
in the event you have not paid any portion thereof at the time of the termination.
d. Termination by You. You may terminate this Agreement by providing written notice to us prior to the month in which you
intend to terminate this Agreement (“Termination Effective Month”) in accordance with the notice periods set forth in the
chart below (the “Termination Notice Period(s)”). The applicable Termination Notice Period shall be determined by the
Commitment Term and Capacity for the relevant Individual Office Number, as depicted in the chart below, and as displayed
on the Membership Details Form. The Termination Notice Periods shall apply to any termination by you during the Term.
After receiving such notice we will deliver to you the WeWork Exit Form (“Exit Form”), which you must complete and submit
to us. The termination will be effective on the later of the last Regular Business Day of the Termination Effective Month and
the expiration of the Commitment Term. No termination by you shall be effective during the Commitment Term (except
pursuant to Section 2(c)), and termination by you during the Commitment Term is a breach of this Agreement. Downgrade
of the Office Space (i.e. transferring to an office space with a lower Capacity) is also not permitted during the Commitment
Term. If you terminate this Agreement prior to the end of the Commitment Term (or during any relevant Termination
Notice Period), your Membership Fee Obligations shall become immediately due. In addition to any rights, claims and
remedies we choose to pursue in our discretion, your Service Retainer shall be forfeited immediately as a result of your
breach. Notice must be provided during Regular Business Hours. The Exit Form needs to be completely filled out and signed
by the Authorized Signatory; however, please note that the termination of your Agreement on the last Regular Business
Day of the Termination Effective Month will be triggered upon your provision of written notice of termination to us,
regardless of when you complete and submit the Exit Form. You will not be entitled to pro ration 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 full month of April.
v. 9.9.19 5
Commitment Capacity
Term
0 - 24 25 - 74 75 +
• Example: If the Capacity for the Office Space is between twenty-five (25) and seventy-four (74) Members, and the
Commitment Term is between one (1) and eleven (11) months, the applicable Termination Notice Period would
be two (2) months, and to terminate this Agreement effective the last Regular Business Day of April (provided that
the Commitment Term shall have expired by such date) the last opportunity to provide notice to us would be
during Regular Business Hours on the last Regular Business Day of February.
e. Termination or Suspension by Us. We may withhold Services or immediately terminate this Agreement: (i) upon breach of
this Agreement by you or any Member; (ii) upon termination, expiration or material loss of our rights in the Premises; (iii) if
any outstanding fees are still due after we provide notice to you; (iv) if you or any of your Members fail to comply with or
violate the terms and conditions (including the House Rules), the WeWork Member Network Terms of Service, our Wireless
Network Terms of Service, or any other policies or instructions provided by us or applicable to you; (v) for any reason by
providing thirty (30) Regular Business Days’ notice, or (vi) upon service of notice and without need to follow any additional
procedure, if a Member Company: (x) becomes unable to pay its dues as they fall due, or (y) becomes insolvent or bankrupt
or goes into liquidation or winding up. You will remain liable for past due amounts, and we may exercise our rights to collect
due payment, despite termination or expiration of this Agreement.
An individual Member will no longer receive the Services and is no longer authorized to access the Main Premises upon the
earlier of (x) the termination or expiration of this Agreement; (y) your removal of such Member from the Member List or (z)
our notification to you that such Member violated this Agreement. We may withhold or terminate Services of individual
Members for any of the foregoing reasons; in such circumstances this Agreement will continue in full force and effect to the
exclusion of the relevant Member.
f. Termination After the Start Date by us; Changes in Law. If as a result of any change in law (including pursuant to the
promulgation of any new law), you or your Members become entitled to continue the use of the Office Space beyond the
Term (which would override the provisions of this Agreement) or such change in law confers upon the Members any other
right, title or interest (including by way of tenancy or a lease or sub-lease), then this Agreement shall be deemed to have
automatically terminated one (1) day prior to the enactment of such law, without any notice to be issued by us. You will
remain liable for past due amounts, and we may exercise our rights to collect due payment, despite termination or expiration
of this Agreement.
g. Service Retainer. The Service Retainer will be held as a retainer for performance of all your obligations under this
Agreement, including the Membership Fee Obligations, and is not intended to be a reserve from which fees may be paid. In
the event you owe us other fees, you may not rely on deducting them from the Service Retainer, but must pay them
separately. We will return the Service Retainer, or any balance after deducting outstanding fees and other costs due to us,
including any unsatisfied Membership Fee Obligations, to you by bank transfer or other method that we communicate to
you within sixty (60) days (or earlier if required by applicable law) after the later of (i) the termination or expiration of this
Agreement and vacation of the Office Space by you and (ii) the date on which you provide to us all account information
necessary for us to make such payment. Return of the Service Retainer is also subject to your complete performance of all
your obligations under this Agreement, including any obligations in relation to the transfer of your registered office from the
WeWork address upon termination and the provision of documentary evidence of the same to us, full satisfaction of your
Membership Fee Obligations and any other obligations applicable following termination or expiration of this Agreement.
v. 9.9.19 6
h. Removal of Property Upon Termination. Prior to the termination or expiration of this Agreement, you will remove all of
your, your Members’, and your or their guests’ property from the Office Space and Premises. After providing you with
reasonable notice, we will be entitled to dispose of any property remaining in or on the Office Space or Premises after the
termination or expiration of this Agreement and will not have any obligation to store such property, and you waive any
claims or demands regarding such property or our handling or disposal of such property. You will be responsible for paying
any fees reasonably incurred by us regarding such removal. We shall have no implied obligations as a bailee or custodian,
and you hereby indemnify us and agree to keep us indemnified in respect of any claims of any third parties in respect of such
property. Following the termination or expiration of this Agreement, we will not forward or hold mail or other packages
delivered to us.
i. Delay in Handover of Office Space. In the event of any delays by you in handing over the Office Space to us after the
termination or expiration of this Agreement, you agree to pay twice the applicable Membership Fee for every day of un-
authorized occupation, beyond the date of expiry or termination of this Agreement. You agree and acknowledge that the
damages provided for in clause are a genuine and reasonable pre-estimate of the damages that we may suffer as a result of
your delay and failure to comply with your obligations in the manner contemplated and is not a penalty.
6. HOUSE RULES
In addition to any rules, policies and/or procedures that are specific to a Premises used by you:
(i) keys, key cards and other such items used to gain physical access to the Premises, the Office Space or Parking Space
remain our property. You will cause your Members to safeguard our property and you shall promptly notify us and be
liable for replacement fees should any such property be lost, stolen or destroyed;
(ii) you shall promptly notify us of any change to your contact and/or payment information;
(iii) we will provide notice to you of any changes to Services, fees, or other updates via email. It is your responsibility to
read such emails and to ensure your Members are aware of any changes, regardless of whether we notify such
Members directly;
(iv) carts, dollies and other freight items which may be made available may not be used in the passenger elevator except
at our discretion;
(vi) you shall be solely and fully responsible for ensuring that alcohol is consumed responsibly by your individual Members
and that no alcohol is consumed by any of your Members or guests who is younger than the legal age for consuming
alcohol in the applicable jurisdiction;
(vii) common spaces are to be enjoyed by all our member companies, members and guests unless otherwise instructed by
us, and are for temporary use and not as a place for continuous, everyday work;
(viii) you will provide us with reasonable notice of and complete all required paperwork prior to hosting any event at the
Premises;
(ix) you will be responsible for any damage to your Office Space other than normal wear and tear;
(x) you will be responsible for replacement fees for any item(s) provided to you by the WeWork community team for
temporary use should any such property be lost, stolen or destroyed;
(xi) we are not liable for any mail or packages received without a WeWork employee’s signature indicating acceptance;
(xii) for security reasons, we may, but have no obligation to, regularly record certain areas in the Premises;
(xiii) you may not make any structural or non-structural alterations or installations (including, but not limited to, wall
attachments, furniture or IT equipment, and/or glass panelling) in the Office Space or elsewhere in the Premises without
prior approval by us. In the event that any alterations or installations are made, you shall be responsible for the full
cost and expense of the alteration or installation and, prior to the termination of this Agreement, the removal of such
v. 9.9.19 7
items and the restoration necessitated by any such alterations and we shall deduct any such costs in not otherwise paid
by you from the Service Retainer. In no event are you permitted to perform any of these action. Only a member of our
facilities staff is entitled to perform an alteration, installation, removal or restoration. Reach out to a member of
your community team for more information;
(xiv) you and your Members’ computers, tablets, mobile devices and other electronic equipment must be (a) kept up-to-
date with the latest software updates provided by the software vendor and (b) kept clean of any malware, viruses,
spyware, worms, Trojans, or anything that is designed to perform malicious, hostile and/or intrusive operations. We
reserve the right to remove any device from our networks that poses a threat to our networks or users until the threat
is remediated;
(xv) you consent to our non-exclusive, non-transferable use of your Member Company name and/or logo solely in
connection with identifying you as a Member Company of WeWork, alongside those of other member companies, on
a public-facing “Membership” display on our website, as well as in video and other marketing materials. You warrant
that your logo does not infringe upon the rights of any third party and that you have full authority to provide this
consent. You may terminate this consent at any time upon thirty (30) days’ prior notice; and
b. No Member will:
(i) perform any activity or cause or permit anything that is reasonably likely to be disruptive or dangerous to us or any
other member companies, or our or their employees, guests or property, including without limitation the Office Space
or the Premises;
(ii) use the Services, the Premises or the Office Space to conduct or pursue any illegal or offensive activities or comport
themselves to the community in a similar manner; all Members shall act in a respectful manner towards other member
companies and our and their employees and guests
(iii) misrepresent himself or herself to the WeWork community, either in person or on the WeWork Member Network;
(iv) take, copy or use any information or intellectual property belonging to other member companies or their Members or
guests, including without limitation any confidential or proprietary information, personal names, likenesses, voices,
business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property, or
modified or altered versions of the same, and this provision will survive termination of this Agreement;
(v) take, copy or use for any purpose (a) the name "We", “WeWork” or any of our other business names, trademarks,
service marks, logos, designs, copyrights, patents, trade secrets, trade dress, marketing material, other identifiers or
other intellectual property ("Intellectual Property"); (b) any derivations, modifications or similar versions of the same;
or (c) any photographs or illustrations of any portion of a Premises, for any purpose, including competitive purposes,
without our prior consent, provided that during the term of this Agreement you will be able to use “WeWork” in plain
text to accurately identify an address or office location. You acknowledge that WeWork owns all right, title and interest
in and to its Intellectual Property. You may not file for ownership rights of any of our Intellectual Property with any
governmental authority or use our Intellectual Property in any advertising, including domain names, social media
handles, or any form of media invented in the future. You may not, directly or indirectly, interfere with or object to, in
any manner, our ownership rights or the use of our Intellectual Property or engage in any conduct that is likely to cause
confusion between WeWork and yourself, without our prior consent, and this provision will survive termination of this
Agreement;
(vi) film within any Premises, including within the Office Space, without completing all required paperwork and receiving
express written consent from WeWork;
(vii) use the Office Space in a “retail,” “medical,” or other capacity involving frequent visits by members of the public, as a
residential or living space, or for any exclusively non-business purpose;
(viii) use our mail and deliveries services for fraudulent or unlawful purposes, and we shall not be liable for any such use;
(ix) store significant amounts of currency or other valuable goods or commodities in the Office Space that are not commonly
kept in commercial offices; in the event that you do so, we will not be liable for any such loss;
(x) make any copies of any keys, keycards or other means of entry to the Office Space or the Premises or lend, share or
v. 9.9.19 8
transfer any keys or keycards to any third party, unless authorized by us in advance;
(xi) install any locks to access the Office Space or anywhere within the Premises, unless authorized by us in advance;
(xii) allow any guest(s) to enter the building without registering such guest(s) and performing any additional required steps
according to our policies;
(xiii) operate any equipment within the Premises that has a higher heat output or electrical consumption than in a typical
personal office environment, or places excessive strain on our electrical, IT, HVAC or structural systems, with such
determination to be made in our sole discretion, without our prior approval; or
(xiv) bring any weapons of any kind, or any other offensive, dangerous, hazardous, inflammable or explosive materials in the
Office Space or the Premises.
You are responsible for ensuring your Members comply with all House Rules and with all rules, policies and/or procedures
that are specific to a Premises used by you, and agree that in the event of any penalty or fine resulting from the breach of
any such rules, policies and/or procedures, you will be responsible for paying such penalty or fine.
7. ADDITIONAL AGREEMENTS
a. Information Technology. In order to utilize all the functionalities offered by us, it may be necessary to install software onto
a Member’s computer, tablet, mobile device or other electronic equipment. In addition, a Member may request that we
troubleshoot problems a Member may have with respect to printing, accessing the network connection or other issues. If
we provide such services, we will not be responsible for any damage to your equipment.
b. Network Connection. WeWork provides shared Internet access to Members via a wireless or wired network connection. For
those Members wishing to implement a private wired network, WeWork may allow you to install a firewall device for your
exclusive access and use, subject to WeWork IT approval, and you will be responsible for removal of the same. Prior to any
such installation or removal, you shall coordinate with the WeWork IT team to discuss the actual setup, appropriate time,
manner and means for such installation or removal and any additional fees that may result from the request. To the extent
that we incur any costs in connection with such installation or removal, which are not otherwise paid by you, we shall deduct
such costs from the Service Retainer. You shall also be responsible for any monthly fees incurred relating to your private,
secured wired network.
c. Consent for Registered Address: Subject to specific written consent of WeWork, the following additional terms will apply
for use of the Office Space as the registered office of the Member Company: (i) Payment of additional 2 months’ Membership
Fees as an additional Service Retainer, which would be returned in accordance with the terms of this Agreement upon de-
registering the Office Space in accordance with Section 7(d) of this Agreement and performance of all your obligations under
this Agreement; (ii) Payment of additional Membership Fees as indicated on the Membership Details Form or as otherwise
agreed to by the parties, (iii) Having a minimum Commitment Term of the duration as indicated on the Membership Details
From or as otherwise agreed to by the parties; and (iv) Providing at least 3 months’ notice period prior to vacating the Office
Space after the Commitment Term.
d. Deregistration of Registered Address. You may not use an address provided by us, including but not limited to the Office
Space and/or the Premises, as your registered office address unless you have received our prior written consent. If, following
the receipt of such written consent, you are using an address provided by us as your registered office address, or you change
your existing registered office address to an address provided by us, upon termination or expiration of this Agreement, you
shall (i) transfer the registered office address to a different location outside the Office Space and/or Premises, (ii) complete
the deregistration of such address with the relevant local authorities and (iii) complete all other obligations in relation
thereto, within 30 days of the date of such termination or expiration, and shall provide to us documentary proof evidencing
the same for our review and verification. For each whole or partial calendar month after such 30 day deadline has elapsed
that you have not deregistered the registered address and provided to us proof of the same, you agree to pay a percentage
of your Membership Fee as follows: for the first whole or partial calendar month, 50%; for the second calendar month, 100%;
for the third calendar month and each calendar month thereafter, 150%. Such fees may be deducted from your Service
Retainer or separately charged to you, in our sole discretion. In the event that such fees are insufficient to compensate us
for our losses incurred due to your breach under this Section, we shall be entitled to recover such excess losses from you. In
addition to the conditions relating to refund of the Service Retainer under the Agreement, we will also be entitled to withhold
the refund of the additional Service Retainer subject to completion of your obligations relating to the transfer of the
v. 9.9.19 9
registered office address from the Office Space and the provision of documentary evidence of the same to our satisfaction
as provided in this Section. You further agree and undertake that we shall not be liable to you or any other person under
any circumstance in relation to the use of the Office Space by you as your registered office address.
e. Waiver of Claims. To the extent permitted by law, you, on your own behalf and on behalf of your Members, employees,
agents, guests and invitees, waive any and all claims and rights against us and our affiliates, parents, and successors and
each of our and their employees, assignees, officers, agents and directors (collectively, the “WeWork Parties”) and our
landlords at the Premises resulting from (i) a breach by you or your Members, employees, agents, guests or invitees of any
law on or with respect to the use of the Premises, or (ii) injury or damage to, or destruction, theft, or loss of, any property,
person or pet, except to the extent caused by the gross negligence, wilful misconduct or fraud of the WeWork Parties.
f. Limitation of Liability. To the extent permitted by law, the aggregate monetary liability of any of the WeWork Parties to you
or your Members, employees, agents, guests or invitees for any reason and for all causes of action, will not exceed the total
Membership Fees paid by you to us under this Agreement in the twelve (12) months prior to the claim arising. None of the
WeWork Parties will be liable under any cause of action, for any indirect, special, incidental, consequential, reliance or
punitive damages, or any loss of profits or business interruption. You acknowledge and agree that you may not commence
any action or proceeding against any of the WeWork Parties, whether in contract, tort, or otherwise, unless the action, suit,
or proceeding is commenced within the period provided for by applicable law. Notwithstanding anything contained in this
Agreement to the contrary, you acknowledge and agree that you shall not commence any action or proceeding against any
of the WeWork Parties other than the WeWork Party you are directly contracting with hereunder and the assets of such
entity for any amounts due or for the performance of any obligations in connection with this Agreement.
g. Indemnification. You will indemnify the WeWork Parties from and against any and all claims, including third party claims,
liabilities, and expenses including reasonable attorneys’ fees, resulting from any breach of this Agreement or any breach or
alleged breach of law in any material respect, in each case by you or your Members or your or their guests, invitees or pets
or any of your or their actions or omissions, including any third party claims, liabilities, and expenses including reasonable
attorneys’ fees that may arise pursuant to your or your Members’ use of the Premises, except to the extent a claim results
from the gross negligence, wilful misconduct, or fraud of the WeWork Parties. You are responsible for the actions of and all
damages caused by all persons and pets that you, your Members or your or their guests invite to enter any of the Premises,
including but not limited to any vendors hired by you that enter the Premises. You shall not make any settlement that
requires a materially adverse act or admission by us or imposes any obligation upon any of the WeWork Parties unless you
first have obtained our or the relevant WeWork Party’s written consent. None of the WeWork Parties shall be liable for any
obligations arising out of a settlement made without its prior written consent.
h. Insurance. You are responsible for maintaining, at your own expense and at all times during the Term, personal property
insurance and commercial general liability insurance covering you and your Members for property loss and damage, injury
to your Members and your Members’ guests or pets and prevention of or denial of use of or access to, all or part of the
Premises, in form and amount appropriate to your business. In addition you are responsible for maintaining, at your own
expense and at all times during the Term, workers’ compensation insurance providing statutory benefits in accordance with
the law and employer’s liability in an amount appropriate to your business You will ensure that WeWork and the Landlord
shall each be named as additional insureds on your commercial general liability policy and that all insurance policies shall
include a clause stating that the insurer waive all rights of recovery, under subrogation or otherwise, you may have against
WeWork and the Landlord. You shall provide proof of insurance upon our request.
i. Pets. If the Office Space is in Premises designated by us to be one in which pets are permitted, and if any Member plans on
regularly bringing a pet into the Office Space or otherwise into the Premises, we may require this Member to produce proof
of vaccination for such pet and evidence of compliance with applicable local regulations. If any of your Members brings a
pet into the Premises, you will be responsible for any injury or damage caused by this pet to other members or guests or
other occupants of the Premises or to the property of (i) WeWork or any employees, members or guests or (ii) the owner(s)
or other occupants of the Premises. None of the WeWork Parties will be responsible for any injury to such pets. We reserve
the right to restrict any Member’s right to bring a pet into the Premises in our sole discretion.
j. Other Members. We do not control and are not responsible for the actions of other Member Companies, Members, or any
other third parties. If a dispute arises between Member Companies, members or their invitees or guests, we shall have no
responsibility or obligation to participate, mediate or indemnify any party.
k. Third Party Services. Services do not include, and we are not involved in or liable for, the provision of products or services
by third parties (“Third Party Services”) that you may elect to purchase in connection with your Membership, including via
v. 9.9.19 10
the WeWork Services Store, even if they appear on your WeWork invoice. Third Party Services are provided solely by the
applicable third party (“Third Party Service Providers”) and pursuant to separate arrangements between you and the
applicable Third Party Service Providers. These Third Party Service Providers’ terms and conditions will control with respect
to the relevant Third Party Services. By adding a Member to the Member List, you are thereby authorizing that Member to
access and use the WeWork Services Store in accordance with the terms of service available on our website.
l. Privacy. We collect, process, transfer and secure personal data about you and your Members pursuant to the terms of the
Privacy Policy, which can be found on our website (www.wework.com/legal/privacy), and in accordance with all applicable
data protection laws. Note that you are not obligated to provide us with personal information and any information collected
by us will be provided by you at your own will and with your explicit consent granted herein by execution of this Agreement.
You hereby (i) undertake where necessary, to obtain consent from such Member to the collection, processing, disclosing,
transferring and securing of data described herein and (ii) confirm that you in fact collect and process such Member’s
personal data in accordance with applicable law.
8. ARBITRATION
a. Governing Law. This Agreement and the transactions contemplated hereby shall be governed by and construed under the
laws of India without regard to conflicts of laws provisions thereof and without regard to the United Nations Convention on
Contracts for the International Sale of Goods. Subject to resolution of disputes by arbitration, courts at the place where the
Main Premises is located will have exclusive supervisory jurisdiction over matters arising out of this Agreement, especially
for granting interim relief and enforcing arbitral awards.
b. Venue. Any dispute, controversy or claim arising out of or in relation to this Agreement, or at law, or the breach, termination
or invalidity of this Agreement, that cannot be settled amicably by agreement of the parties to this Agreement shall be finally
settled by arbitration in accordance with the Arbitration and Conciliation Act, 1996 (as amended from time to time), by one
arbitrator mutually appointed by the Parties. The seat of arbitration shall be Bangalore, India and the venue of arbitration
shall be Bangalore.
c. Proceedings; Judgment. The proceedings shall be confidential and in English. The award rendered shall be final and binding
on both parties. Judgment on the award may be entered in any court of competent jurisdiction. In any action, suit or
proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover, in addition to any other
relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in
connection with the 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(s) or court, as applicable. This Agreement shall be interpreted
and construed in the English language, which is the language of the official text of this Agreement.
9. MISCELLANEOUS
a. Nature of the Agreement; Relationship of the Parties. The whole of the Premises and Office Space remains in our possession
and control. Your agreement with us is a contract for the provision of services and we are giving you the right to share with
us the use of the Office Space so that we can provide the Services to you. Notwithstanding anything in this Agreement to
the contrary, you and we agree that our relationship is not that of landlord-tenant or lessor-lessee and this Agreement in no
way shall be construed as to grant you or any Member any title, easement, lien, possession or related rights in our business,
the Premises, the Office Space or anything contained in or on the Premises or Office Space. This Agreement creates no
tenancy interest, leasehold estate, or other real property interest. The parties hereto shall each be independent contractors
in the performance of their obligations under this Agreement, and this Agreement shall not be deemed to create a fiduciary
or agency relationship, or partnership or joint venture, for any purpose. You acknowledge and agree that you are entering
into this Agreement for the purposes of and in the course of your trade, business and/or profession, and not as a consumer.
Neither party will in any way misrepresent our relationship.
b. Updates to the Agreement. Changes to membership and overage fees, will be governed by Section 4(b) and 4(d) of this
Agreement, respectively. We may from time to time update this Agreement and will provide notice to you of these updates.
You will be deemed to have accepted the new terms of the Agreement following the completion of one (1) full calendar
month after the date of notice of the update(s). Continued use of the Office Space or Services beyond this time will constitute
acceptance of the new terms.
c. 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.
v. 9.9.19 11
d. Subordination. This Agreement is subject and subordinate to our Lease and to any supplemental documentation and to any
other agreements to which our Lease is subject or subordinate. However, the foregoing does not imply any sublease or
other similar relationship involving an interest in real property.
e. Extraordinary Events. WeWork will not be 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 as a result of any causes or conditions that are
beyond WeWork’s reasonable control, including without limitation (i) any delays or changes in construction of, or WeWork’s
ability to procure any space in, any Premises, and (ii) any delays or failure to perform caused by conditions under the control
of our landlord at the applicable Premises.
f. Severable Provisions. Each provision of this Agreement shall be considered severable. To the extent that any provision of
this Agreement is prohibited or otherwise limited, this Agreement shall be considered amended to the smallest degree
possible in order to make the Agreement effective under applicable law.
g. Survival. Sections 1, 2(c), 4 (to the extent any payments remain outstanding), 5(c) through 5(i), 6(b), 7(a) through 7(g), 7(i),
8, and 9 and all other provisions of this Agreement reasonably expected to survive the termination or expiration of this
Agreement will do so.
h. Notices. Any and all notices under this Agreement will be given via email, and will be effective on the first business day after
being sent. All notices will be sent via email to the email addresses specified on the Membership Details Form, except as
otherwise provided in this Agreement. WeWork may send notices to either (or both) the Primary Member or the Authorized
Signatory, as WeWork determines in its reasonable discretion. Notices related to the physical Office Space, Premises,
Members, other Member Companies or other issues in the Premises should be sent by the Primary Member. Notices related
to this Agreement or the business relationship between you and WeWork should be sent by your Authorized Signatory. In
the event that we receive multiple notices from different individuals within your company containing inconsistent
instructions, the Authorized Signatory’s notice will control unless we decide otherwise in our reasonable discretion.
i. Headings; Interpretation. The headings in this Agreement are for convenience only and are not to be used to interpret or
construe any provision of this Agreement. Any use of “including,” “for example” or “such as” in this Agreement shall be read
as being followed by “without limitation” where appropriate. References to any times of day in this Agreement refer to the
time of day in the Office Space’s time zone.
j. No Assignment. Except in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all
of the shares or assets of you or your parent corporation, you may not transfer or otherwise assign any of your rights or
obligations under this Agreement (including by operation of law) without our prior consent. We may assign this Agreement
without your consent.
k. Sanctions. You hereby represent and warrant that (i) during the term of this Agreement you and your Members , will comply
with all applicable U.S. and non-U.S. economic sanctions and export control laws and regulations, including but not limited
to the economic sanctions regulations implemented under statutory authority and/or Executive Orders and administered
by the U.S. Treasury Department’s office of Foreign Assets Control (“OFAC”) (31 C.F.R Part 500 et seq.), the U.S. Commerce
Department’s Export Administration Regulations (15 C.F.R. Part 730 et seq.), the economic sanctions rules and regulations
of the European Council, United Kingdom, and EU Member States, and EU’s Dual-use Regulation 428/2009 (collectively,
“Trade Control Laws”); (ii) neither you nor any of your Members, subsidiaries or affiliates, nor directors or officer is (a) a
citizen or resident of, an entity organized under the laws of, or otherwise located in, a country subject to comprehensive
territorial sanctions maintained by OFAC (hereinafter referred to as “Sanctioned Countries”), (b) identified on U.S.
Government restricted party lists including the Specially Designated Nationals List and Foreign Sanctions Evaders List
administered by OFAC; the Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department
Bureau of Industry and Security; or the List of Statutorily Debarred Parties maintained by the U.S. State Department
Directorate Defense Trade Controls, (c) a listed person or entity on the Consolidated List of persons and entities subject to
asset freezing measure or other sanctions maintained by the European union, and by the Member States of the European
of Union, or (d) a person or entity subject to asset-freezing measures or other sanctions maintained by the United Kingdom’s
HM Treasury (collectively referred to herein as “Restricted Parties”); (iii) neither you nor any of your Members, subsidiaries
and/or affiliates are 50% or more owned, individually or in the aggregate, directly or indirectly by one or more Restricted
Parties; (iv) less than 10% of your total annual revues are, and will continue to be for the duration of the Agreement,
generated from activities involving, directly or indirectly, one or more of the Sanctioned Countries; and (v) neither you or
any of your Members will, at any time during the Term, engage in any activity under this Agreement, including the use of
Services provided by WeWork in connection with this Agreement, that violates applicable Trade Control Laws or causes
v. 9.9.19 12
WeWork to be in violation of such Trade Control Laws.
l. Anti-Money Laundering. You hereby represent and warrant that at all times you and your Members have conducted and
will conduct your operations in accordance with all laws that prohibit commercial or public bribery and money laundering,
including the Money Laundering Control Act, 1986 and the Prevention Of Money Laundering Act, 2002 (the “Anti-Money
Laundering Laws”), and that all funds which you will use to comply with your payments obligations under this Agreement
will be derived from legal sources, pursuant to the provisions of the Anti-Money Laundering Laws. You will provide us with
all information and documents that we from time to time may request in order to comply with all Anti-Money Laundering
Laws.
m. Anti-Corruption Laws. Neither you nor any of your Members, your directors, officers, employees, agents, subcontractors,
representatives or anyone acting on your behalf, (i) has, directly or indirectly, offered, paid, given, promised, or authorized
the payment of any money, gift or anything of value to: (A) any Government Official or any commercial party, (B) any person
while knowing or having reason to know that all or a portion of such money, gift or thing of value will be offered, paid or
given, directly or indirectly, to any Government Official or any commercial party, or (C) any employee or representative of
WeWork for the purpose of (1) influencing an act or decision of the Government Official or commercial party in his or her
official capacity, (2) inducing the Government Official or commercial party to do or omit to do any act in violation of the
lawful duty of such official, (3) securing an improper advantage or (4) securing the execution of this Agreement, (ii) will
authorize or make any payments or gifts or any offers or promises of payments or gifts of any kind, directly or indirectly, in
connection with this Agreement, the Services or the Office Space. For purposes this section, “Government Official” means
any officer, employee or person acting in an official capacity for any government agency or instrumentality, including state-
owned or controlled companies, and public international organizations, as well as a political party or official thereof or
candidate for political office.
n. Compliance with Laws. You hereby represent and warrant that at all times you and your Members have conducted and will
conduct your operations ethically and in accordance with all applicable laws.
o. Brokers. Except as may be provided for through the WeWork broker referral program, you hereby represent and warrant
that you have not used a broker or realtor in connection with the membership transaction covered by this Agreement. If
you seek to terminate this Agreement or cease to pay your monthly Membership Fee except as otherwise explicitly
permitted herein (each, an “Early Exit”), within fifteen (15) days of doing so, you shall reimburse WeWork for any fees
previously paid by WeWork to a broker or realtor corresponding to the period following such Early Exit. You hereby
indemnify and hold us harmless against any claims arising from the breach of any warranty or representation of this
paragraph.
p. Counterparts and Electronic Signature. This Agreement may be executed in any number of
counterparts by either handwritten or electronic signature, each of which when executed shall constitute a duplicate
original, but all the counterparts shall together constitute the one agreement, and each of which counterparts may
be delivered by emailing the other party to this Agreement signed scanned document or electronically signed portable
document format (pdf) version of the contract (as applicable). Each party agrees to the execution of this Agreement in this
manner, and the parties acknowledge that execution in this manner creates a binding contract between the parties on the
Effective Date.
q. Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to the subject matter
hereof and shall not be changed in any manner except by a writing executed by both parties or as otherwise permitted
herein. All prior agreements and understandings between the parties regarding the matters described herein have merged
into this Agreement.
r. Confidentiality. You agree that this Agreement, the terms contained herein, and any information relating to this Agreement,
us or any third party to whom we owe a duty of confidentiality, whether disclosed pursuant to this Agreement or otherwise,
are confidential in nature and you shall keep confidential and shall procure that your attorneys, accountants and other
advisors, who shall be provided such information on a strictly need to know basis, keep confidential all such information,
shall not use or disclose such information for any purpose, except with our prior written consent.
s. No exclusivity. Nothing in this Agreement shall be construed as creating any obligations of exclusivity on us. You agree and
acknowledge that we shall, at all times, be entitled to contract with and provide services similar or identical to the Services
to third parties that are engaged in businesses similar and/or identical to the business carried on by you.
v. 9.9.19 13
t. Authority. You and WeWork, each as to itself, hereby represent that it has full right and authority to enter into this
Agreement.
v. 9.9.19 14