Definitions
a. “Agreement”:
Means, this Terms and Conditions Agreement and any other document attached hereto, annexed hereto or supplemental hereto that forms an integral part hereof.
b. “Capacity”:
Means the maximum number of Members allowed to use the Membership Services, including the Principal Member.
c. “Included Credits”:
Means the free amount granted by “Haab Project” and non-accumulative, which the Principal Member obtains according to its Membership and for each month when paying its Membership Fee, and with which it may pay certain additional charges such as; extra printing, meeting room hours (with reservation in Nexudus Passport), or any extra product included in the invoice, which shall be granted in a discretionary and optional manner.
d. “Security Deposit”:
means the initial fee to be paid by the “Principal Member” at the commencement of the Membership Services -as defined below-, corresponding to the Membership Capacity and Services. The “Principal Member” understands and agrees that the Security Deposit will be returned at the end of this contract, solely and exclusively, in the event that the “Principal Member” has satisfactorily fulfilled each and every one of his/hers obligations and the delivery of the facilities and/or the Resident Studio in excellent conditions, the “Principal Member” understands and agrees that “Haab Project” at its discretion may not reimburse the Security Deposit in case of damage to the facilities and/or the Resident Studio, for which reason the “Principal Member” hereby authorizes “Haab Project” to dispose of the same, reserving no action or right whatsoever in this regard, granting the most comprehensive settlement that may be appropriate by law.
“Membership Fee”:
Means the monthly fee that the “Principal Member” shall pay on a monthly basis with respect to the Membership Services. The “Principal Member” understands and agrees that the Membership Fee will be charged on a monthly basis within the first 10 calendar days of each month and will be automatically renewed, in case the “Principal Member” wishes to cancel the service then it must be done before the beginning of the month in which the “Principal Member” intends to terminate this agreement, i.e. with a full calendar month immediately prior to the last calendar month in which the “Principal Member” is required to cancel the Membership Services.
f. “Business Days”:
Means any day of the week, except Saturdays and Sundays, and any other day considered a holiday by the Federal Labor Law of Mexico, including those on which national banks in Mexico are closed.
g. “Calendar Days”:
Means any day of the week, including Saturdays and Sundays, and any other day considered a holiday by the Mexican Federal Labor Law, including those on which the national banks in Mexico are closed.
h. “Commencement Date”:
Means the date indicated on the Membership Cover Sheet, from which the Membership Services rendered to the “Principal Member” and/or Members shall commence, being able to enter the facilities from 24 hours a day / 7 days a week.
i. “Business Hours”:
Means 9:00 a.m. to 7:00 p.m. on a business day.
j. “Premises”:
Means the building or part of a building in which “Haab Project” offers the Membership Services provided to the “Principal Member”(s).
k. “Membership”:
Means the contracting plan that the “Principal Member” will contract for the Membership Services.
l. “Principal Member”:
Means the person identified on the Membership Cover Sheet, who enters into this Terms and Conditions Agreement and who is our primary user of the Membership Services.
m. “Member” or “Members”:
Means the person or persons authorized by the “Principal Member” to use the Membership Services -as defined below-.
n. “Individual Resident Studio Number” or “Resident Studio”:
Means the space assigned to the “Principal Member” and/or Members, to make use of the Membership Services and set forth on the Membership Cover Sheet.
o. “Nexudus Passport”:
Means the exclusive online community of “Haab Project” Members that may be accessed through the web platform or the mobile application, which will be the means of communication for notices, notifications, charges and announcements that may be necessary between “Haab Project” and the “Principal Member” and/or Members.
p. “Membership Services”:
Means the services set forth in Section 2 of this Terms and Conditions Agreement.
q. “Haab Project”:
Means the entity with which the “Principal Member” is entering into this Terms and Conditions Agreement.
Membership Services and Membership Benefits.
a. “Membership Services” – “Haab Project” will use commercially reasonable efforts to provide “Principal Member” and Members with the services described below:
i. Access to the Facilities and/or the Resident Studio.
ii. Routine maintenance of the Premises and/or the Resident Studio.
iii. Furnishings within the Premises and/or the Resident Studio, in the quality and quantity typically customary.
iv. Access to and use of the Nexudus Passport in accordance with the terms and conditions of the “Haab Project” website.
v. Access to and use of available shared Internet connections.
vi. Use of printers, copiers and/or scanners that are made available to the “Principal Member” and/or Members, in accordance with the terms described herein.
vii. Use of meeting rooms located on the Premises and/or use of meeting rooms in any other “Haab Project” Premises, during Business Hours, in each case subject to availability thereof and always upon reservation in Nexudus Passport of such meeting rooms, in accordance with this Terms and Conditions Agreement.
viii. Receipt of correspondence and parcels on behalf of the “Principal Member” and/or the Members, during Business Hours and Business Days.
ix. Opportunity to participate in events, benefits and promotions exclusive to Members.
x. Reserved Rights. “Haab Project” shall have the right to access the Facilities and/or Resident Studio Number, with or without prior notice, for the purpose of verifying Membership Services, for security or emergency purposes or for any other purpose. We may temporarily move furnishings located on the Premises and/or Resident Studio. We reserve the right to alter or relocate the Resident Studio Number, provided that we will not do so in such a way as to substantially reduce the square footage. We may also at any time modify or reduce the list of Membership Services or furnishings provided for the Facilities and/or Resident Studio. Membership Services may be provided by “Haab Project”, an affiliate or a third party contracted by “Haab Project”.
3. Members
a. List of Members:
The “Principal Member” shall be responsible for keeping the list of Members (“Members List”) in Nexudus Passport up to date. Only those persons authorized both by the “Principal Member” and the Application committee shall be considered Members and shall be entitled to receive the Membership Services. All Members may be required to provide official personal identification issued by the appropriate governmental authority in order to have a fingerprint stored and activated or to be provided with a card to access the Facilities and/or Resident Studio. In the event that the number of Members including the “Principal Member” exceeds the authorized Capacity, the “Principal Member” will be required to purchase an additional Membership, so in no event shall the number of Members exceed the Capacity.
b. Member Information.
When a Member is added to the Members List, “Haab Project” shall create a profile for such Member in “Haab Project’s” Nexudus Passport, obliging either the “Principal Member” or the Members to include or add their information such as the Member’s name, email address, telephone number, photograph and any additional information required by the Nexudus Passport site. Such profiles may be viewed by “Haab Project” and/or our employees and/or agents, as well as by other Members.
4. Security Deposit, Membership Fees and Payments
a. Security Deposit:
The “Principal Member” agrees to pay the amount set forth on the Cover Page of the Membership for the concept of the Security Deposit. The “Principal Member” understands and agrees that the Security Deposit solely and exclusively, will be released in the event that the “Principal Member” has satisfactorily complied with each and every one of his/her obligations and the delivery of the facilities and/or the Resident Studio in excellent conditions, “The Principal Member” understands and agrees that “Haab Project” at its discretion may not reimburse the Security Deposit in case of damage to the facilities and/or the Resident Studio, and therefore the “Principal Member” hereby authorizes “Haab Project” to keep the same, reserving no action or right whatsoever in this regard, granting the most comprehensive settlement that may be appropriate by law. The “Principal Member” is obliged to make the payment of the Security Deposit established in the Cover Page of the Membership, by credit card (with automatic charge) or electronic transfer in legal tender in the United Mexican States to the account indicated by “Haab Project” in the Nexudus Passport site, obliging the “Principal Member” to send to the email indicated in the cover page the proof of the respective deposit or transfer within 24 (twenty-four) hours following its verification.
b. Membership Fee:
The “Principal Member” is obliged to pay the Membership Fee established in the Cover Page of the Membership which must be paid monthly within the first 10 calendar days of each month and will be renewed automatically. In case the Member wishes to cancel the service then he/she must do it before the beginning of the month in which the “Principal Member” intends to terminate this contract. Full calendar month is required to cancel the Membership Services. The payment of the Membership Fee shall be made exclusively by credit card (with automatic charge) or electronic transfer in legal tender in the United Mexican States to the account indicated by “Haab Project” in the Nexudus Passport site. The “Principal Member” is obligated to send the proof of the respective deposit or transfer within 24 (twenty-four) hours following its verification to the email indicated in the Nexudus Passport system and/or to any other email authorized by “Haab Project”. In the event that the payment is made by automatic charge to the “Principal Member’s” credit card, the “Principal Member” hereby authorizes the charge to be made on the first day of each month.
The Membership Fee indicated on the Membership Cover Sheet covers the Membership Services only with respect to the number of authorized Members.
c. Additional Charge:
The “Principal Member” is obligated to make the payment of the Additional Fee set forth in the Membership Cover Sheet within the first 10 calendar days of each month and it will automatically renew. In the event that the “ Principal Member” wishes to cancel the service, then he/she must do so no later than the 25th day of the month immediately preceding the month in which the Additional Fees are meant to be cancelled. The payment of the Membership Fee shall be made exclusively by credit card (with automatic charge) or electronic transfer in legal tender in the United Mexican States to the account indicated by “Haab Project” in the Nexudus Passport site. The “Principal Member” is obligated to send the proof of the respective deposit or transfer within 24 (twenty-four) hours following its verification to the email indicated in the Nexudus Passport system and/or to any other email authorized by “Haab Project”. In the event that the payment is made by automatic charge to the “Principal Member’s” credit card, the “Principal Member” hereby authorizes the charge to be made on the first day of each month.
d. Replacement Fee:
The “Principal Member” agrees to pay the Replacement Fee in the event that the objects made available to the Principal Member, members or their guests by the Haab Project team for their temporary use have been broken, lost, stolen or destroyed by the “Principal Member”, Members or their guests;
e. The value of the Replacement Fee will be made known to the “Principal Member” through the Nexudus Passport system. Therefore, the “Principal Member” hereby authorizes and agrees that such Replacement Fee is for a fair value.
f. Invoices:
“Haab Project” will send a pre-invoice that will serve as a basis to make the corresponding payment through the Nexudus Passport system. After the payment, the “Principal Member” will receive the corresponding fiscal invoice.
g. Inclusive Credits:
Each month the “Principal Member”- upon payment of the Membership Fee- will receive a predetermined amount of non-cumulative monetary credit, specified on the Membership Cover Sheet. This credit may be applied toward additional charges, such as printing, using meeting rooms, etc., and which may not be used to pay the Membership Fee. Current overage charges are set forth in the Nexudus Passport system. All overage charges are subject to increase from time to time at “Haab Project’s” discretion.
h. The “Principal Member” may or may not share the Included Credit with other Members. It will be valid for one month and is not cumulative, so if not used, it is lost. By using the Included Credit, the “Principal Member” accepts that additional charges may be incurred, having the obligation and responsibility to pay them.
i. Surcharges:
If payment of the Membership Fee or any other accrued charge is not made no later than the tenth (10th) calendar day of the month, in which such payment is due, the “Principal Member” agrees to pay surcharges equal to 10% (ten percent) of the Invoice. The surcharges will be charged on the invoice for the Membership Services of the immediately following month. The percentage of the surcharges may be increased at “Haab Project’s” discretion and will be noted in Nexudus Passport.
j. Invoice Payment Method:
The “Principal Member” agrees that all payments specified in this Terms and Conditions Agreement shall be made exclusively by credit card (with automatic charge) or electronic transfer in legal tender in the United Mexican States to the account indicated by “Haab Project” in the Nexudus Passport site. The “Principal Member” is obligated to send the proof of the respective deposit or transfer within 24 (twenty-four) hours following its verification to the email indicated in the Nexudus Passport system and/or to any other email authorized by “Haab Project”. In the event that the payment is made by automatic charge to the “Principal Member’s” credit card, the “Principal Member” hereby authorizes the charge to be made on the first day of each month.
k. No Refunds:
Except for those cases specifically agreed to in this Terms and Conditions Agreement, there shall be no refunds of Fees.
5. Term and Termination
a. Term:
This Terms and Conditions Agreement shall be valid and legally effective upon signature by “Haab Project” and the “Principal Member” (the “Effective Date”); “Haab Project” is not obligated to provide the Membership Services until the Security Deposit has been effectively paid and the Membership Fee payments are current as set forth in this Terms and Conditions Agreement, unless otherwise provided in the Membership Cover Sheet.
This Terms and Conditions Agreement shall automatically renew for one-month period.
“Haab Project” shall only be obligated to provide the Membership Services, granted that the “Principal Member” is up to date with the payments of all invoices (Security Deposit, Membership Fee and Additional Charges).
b. Move in and Move out: (check in time and check out time) the parties agree that:
i. Move in time:
On the Start Date, the provision of the Membership Services and entry to the facilities shall commence from 11:00 a.m. on the first business day of the first month of the contract.
ii. Departure Time:
On the date of departure or termination of the provision of the Membership Services, the time of departure from the Facilities and/or Resident Studio shall be no later than 4:00 p.m. on the last business day of the last month of engagement.
c. Termination by the Principal Member:
The “Principal Member” may terminate this Terms and Conditions Agreement by giving written notice to “Haab Project” by e-mail indicated in the Nexudus Passport system, before the beginning of the month in which the “Principal Member” intends to terminate this agreement. Full calendar month notice is required to cancel the Membership Services. In the event that you have paid your invoices (Security Deposit, Membership Fee, and Additional Charges), you understand and agree that no refund of such payments will be made.
d. Early Termination by “Haab Project”: “Haab Project” shall have the right to suspend the provision of the Membership Services or immediately terminate this Terms and Conditions Agreement in the following cases:
i. When the “Principal Member” or any Member or any of its guests is in default under this Terms and Conditions Agreement;
ii. In the event that there are any arrears of your Fees (Security Deposit, Membership Fee, and Additional Charges), even after notice of such arrears has been given to you in Nexudus Passport.
iii. Or at any time “Haab Project”, in its reasonable discretion, deems it appropriate;
e. Withdrawal of your belongings upon Termination of this Terms and Conditions Agreement:
The “Principal Member” and the Members agree, prior to the termination of this Agreement, to remove all of their belongings, as well as those of their guests, from the Facilities and/or Resident Studio. “Haab Project” will inform the “Principal Member” within 5 calendar days to remove all of their belongings. In case of failure to do so, “Haab Project” shall have the right to dispose of any belongings that remain in the Facilities and/or Resident Studio, in any way it decides, without this generating any type of claim in favor of the “Principal Member”/ the Members, and/or obligation to restitute the proceeds from the sale of the same. The “Principal Member” is hereby waiving any right to initiate any claim or lawsuit in this regard.
6. Rules of the Facilities and/or Resident Studio
a. Rules in the Facilities or Resident Studio: The “Principal Member” and the Members are obliged to respect the following rules in the facilities or Resident Studios of “Haab Project”:
i. Keys, access cards and any other objects used to gain access to the Facilities and/or the Resident Studio and/or the parking lot of the Facilities shall be the property of “Haab Project”. The “Principal Member” shall ensure that its Members safeguard the Facilities and/or the Resident Studio, and the “Principal Member” and the Members shall inform “Haab Project” immediately in case of loss, damage, theft or destruction of such keys, access cards and any other objects used to access the Facilities and/or the Resident Studio, and shall be responsible for the cost of replacement in case of loss, theft or destruction thereof;
ii. The “Principal Member” shall immediately notify “Haab Project” of any changes to his/her payment and/or contact information set forth on the Membership Cover Sheet;
iii. “Haab Project” will notify you of any changes to the Membership Services, as well as your fees (Security Deposit, Membership Fee, Extra Fee and/or Additional Fee) or other updates and notifications through the Nexudus Passport system. It is the obligation of the “Principal Member” and the Members to read such information and ensure that their Members are aware of any changes, regardless of “Haab Project” notifying them directly;
iv. For security reasons, “Haab Project” may, but shall not be obligated to, regularly record on video cameras certain areas of the Premises;
v. It is strictly prohibited for the “Principal Member” and Members to provide the address of the Premises as a fiscal and/or legal address, among others, except with our prior written authorization;
vi. All Members must be at least 18 (eighteen) years of age;
vii. The common areas of the Facilities may be used by the “Principal Member” and the Members and guests, unless otherwise instructed by “Haab Project”.
viii. If the “Principal Member” or its Members require to hold an event in the Facilities, they shall request authorization from “Haab Project”; such request must be made at least two weeks prior to the date of the event, and additional terms and conditions must be signed prior to the event.
ix. The “Principal Member” shall be responsible for any damage to the Facilities done by him/her, his/her guests or by his/her Members;
x. The “Principal Member” shall be responsible for paying the Replacement Fee for items made available by the community team for temporary use, in the event such items have been lost, stolen or destroyed;
xi. “Haab Project” shall not be responsible for correspondence or packages received from the “Principal Member” or Members, without the signature of an employee authorized by “Haab Project” and the corresponding acknowledgement, the persons authorized to receive correspondence or packages shall be notified by Nexudus Passport;
xii. The “Principal Member” shall in no event make any modifications to the Premises or the Resident Studio or make any structural or non-structural alterations to the Premises (including, but not limited to, wall fixtures, furniture, TV equipment and/or glass panels).
xiii. Computers, tablets, mobile devices or any other electronic equipment of the “Principal Member” and its Members shall (a) be kept current with the latest software updates provided by their software service provider, and (b) be kept clean of any malicious code or malware, viruses, spyware, worms, Trojan horses, or anything else designed to conduct malicious, hostile and/or intrusive operations. We reserve the right to remove any device that poses a threat to our networks or users from our network, until such time as the threat is remedied; and
xiv. The “Principal Member” is aware that our trademark, name and/or logo, is for the exclusive use of “Haab Project” and is not transferable in any case the “Principal Member” or its Members may use it for their business or company.
xv. The “Principal Member” and its Members may store substantial amounts of cash or other valuable goods or merchandise in the assigned warehouses, or Resident Studio, but in the event of doing so “Haab Project” will not be responsible for any loss of such goods, releasing “Haab Project” from any liability in this regard.
xvi. The “Principal Member” and its Members are obliged to follow the principles of respect, kindness, companionship, commitment, responsibility, tolerance and entrepreneurship, with the purpose of maintaining order and respect with the members of the Facilities and/or the Resident Studio.
xvii. The “Principal Member” and the Members undertake that the use of cell phones, as well as calls will be made in a conscious and courteous manner in the halls and shared areas. Obliging that their calls and video conferences are made with headphones and in a low voice so as not to disturb other Members, employees, guests or other “Principal Members” of “Haab Project”.
xviii. The “Principal Member”, Members and their guests shall maintain the principles of order and respect, avoiding making noises when entering or leaving the Premises that could disturb our neighbors or residents near the Premises.
b. Prohibitions: The “Principal Member” and its Members, understand and agree that in no event may and the following be strictly prohibited:
i. Engage in any activity, cause or permit any activity that causes disturbance, nuisance or involves danger for “Haab Project” and/or its Members, its employees, guests or other “Principal Members” of “Haab Project”, including, without limitation, the Premises or the Resident Studio.
ii. Conduct or engage in unlawful, offensive or immoral activities.
iii. Use the Facilities or the Resident Studio as an instrument for the commission of unlawful acts, the Principal Member is hereby liable at all times to its Members, guests, employees, dependents and third parties directly or indirectly related thereto, and is obligated in the event of doing so to indemnify and hold harmless “Haab Project” and/or the owner of the Facilities from any claim, demand, complaint or liability relating thereto. In the event that the judicial authority, in accordance with the procedure contemplated in the Extinction of Ownership Law for the Federal District (now Mexico City) or in the Federal Extinction of Ownership Law, determines the loss of the property on the Premises to which it belongs, due to fault or negligence of the “Principal Member” and its Members (including its guests, employees, dependents and third parties directly or indirectly related), “Principal Member” and his/hers representatives shall be liable to compensate “Haab Project” an amount equivalent to the commercial value of the lost property on the date of loss.
iv. Make false statements regarding “Haab Project” and/or its Members, its employees, guests or other principal Members of “Haab Project”, either personally or through the Nexudus Passport site or other means;
v. Take, copy, reproduce, or use any information or intellectual property of “Haab Project”, and/or its Members, its employees, guests or other “Principal Members” of “Haab Project”, including, without limitation, any confidential information of “Haab Project”, personal names, likenesses, voices, names or business names, trademarks, service marks, logos, images, other identifiers or intellectual property, or modified or altered versions of the foregoing. This provision shall survive any termination of this Agreement;
vi. Take, copy or use for any purpose (a) the “Haab Project”’s name or any of our other names or corporate names, trademarks, service marks, logos, designs, copyrights, patents, trade secrets, trade dress, marketing materials, other identifiers or intellectual property (“Intellectual Property”); (b) any derivations, modifications or similar versions of the foregoing; or (c) any photographs or illustrations of any part of any of the Facilities, for any purpose, including competitive purposes, without our prior written consent, provided that during the term of this Agreement, The “Principal Member” may use “Haab Project” in text, drawings in order to accurately identify an address or location of the Facilities. The “Principal Member” acknowledges that “Haab Project” is the owner of all right, title and interest in and to its Intellectual Property. The “Principal Member” may not file any claim of ownership to any of our Intellectual Property with any governmental authority or use our Intellectual Property in any advertising or marketing materials, including internet domain names, social media users, or any other means of communication invented in the future. In addition, the “Principal Member” may not, directly or indirectly, interfere with or object, in any way, to our ownership of or use of our Intellectual Property or engage in conduct likely to create confusion between “Haab Project” and the “Principal Member”, without our prior consent, and this provision shall survive the termination of this Agreement;
vii. Film within any of the Facilities, including within the Workspaces, without having completed the required documentation and received written authorization from “Haab Project”;
viii. Using Nexudus Passport and digital delivery services for fraudulent or illegal purposes, with the understanding that we shall not be liable for any such use;
ix. Make copies of any keys, access cards or other means of access to the Facilities or Resident Studio or lend, share or give keys or access cards to third parties, unless authorized in advance and in writing by “Haab Project”;
x. Install any padlock to enter the Facilities and/or Resident Studio, unless authorized in advance by “Haab Project”; x. Install any lock to enter the Facilities and/or Resident Studio, unless authorized in advance by “Haab Project”;
xi. Allowing any guest(s) access to the Premises and/or Resident Studio, without registering them and/or failing to carry out any other additional measures required under our policies;
Guest Policies:
Guests are limited to 1 visitor per “Principal Member” at a time.
In the event of a meeting room or restaurant reservation, additional visitors will be admitted as long as they are properly registered in the meeting.
All guests must be always accompanied by the “Principal Member” at all times, who is responsible for them during their visit.
Guests are welcomed at “Haab Project” only during business hours: 9 to 19:00 hrs.
xii. Operating and using without authorization from “Haab Project” any equipment that, in “Haab Project’s” judgment, has a higher heat output or electricity consumption than in a typical personal office environment, or that generates excessive stress on our electrical system, IT system, HVAC system or structural systems;within the Facilities and/or Resident Studios,
xiii. Bringing any type of weapon, or any other offensive, dangerous, hazardous, risky or explosive material into the Facilities or the Workspace;
xiv. Contract with any third party to provide any service within the Premises and/or the Resident Studio such as but not limited to (e.g., internet, office cleaning, VoIP telephone service),
xv. Use the Membership Services, the Facilities and/or the Resident Studio to offer or carry out any activity that is identical or similar to the purpose or the Membership Services provided by “Haab Project”;
xvi. The “Principal Member” and its Members agree not to bring outside food or beverages into the Premises and/or the Resident Studio, without prior authorization.
xvii. The “Principal Member” and its Members agree not to smoke inside the Facilities and/or Resident Studios. Smoking is strictly prohibited inside the Facilities and/or Resident Studios, and may only do so in the event that the Facilities have specified smoking areas, and such areas may be modified or moved at the discretion of “Haab Project”.
xviii. The “Principal Member” is responsible for ensuring that its Members comply with all Facility and/or Resident Studio Rules, policies and/or procedures that are applicable in each of the “Haab Project” Facilities, and which are used by the “Principal Member” and/or its Members, for the event of non-compliance the “Principal Member” agrees to pay any penalties or fines arising from non-compliance with any such rules. The “Principal Member” will be notified about such penalties or fines in Nexudus Passport.
7. Additional Agreements
a. Information Technology:
“Haab Project” makes no representations or warranties regarding the security of our network (Nexudus Passport) to “Haab Project”’s Member(s). The “Primary Member” and his/her Members understand and agree that in order to use the printers they will need to install the necessary software on their computer. Likewise, the “Principal Member” may request that “Haab Project” employees provide technical assistance to the “Principal Member” in solving technical problems that the “Principal Member” may have with respect to printers, Internet connection or other issues. In the event of providing technical assistance, “Haab Project” takes no responsibility for damage to the “Principal Member’s” (and/or its Members and/or their guests) equipment, provided that “Haab Project’s” employees have not acted negligently.
In order to use all the functionalities offered by “Haab Project”, it may be necessary for the “Principal Member” and its Members, to install various software on the computer, tablet, mobile device or other electronic equipment owned by the “Principal Member” and/or its Members.
b. Network Connection:
“Haab Project” will provide shared Internet access via cable or wireless connection to the Facilities’ network. In the event that the “Principal Member” and its Members wish to implement a private wireless network connection, “Haab Project” may at its discretion permit the installation at their expense. The “Primary Member” shall be responsible for installing and removing it at its expense and without damage to the Premises. Prior to any such installation or removal, the “Primary Member” shall coordinate with “Haab Project” employees to review the feasibility of such installation and/or removal.
c. Waiver of Claim:
The “Primary Member” and its Members understand and agree that to the extent permitted by applicable law, the “Primary Member” and its Members, employees, agents and invitees, waive any and all claims, reimbursement and rights they may have against “Haab Project”, it’s employees, officers, agents and directors.
d. Limitation of Liability:
The “Principal Member” and its Members understand and agree that to the extent permitted by applicable law, “Haab Project’s” financial liability to the “Principal Member” and its Members, employees, agents or invitees, for any reason whatsoever and regardless of the cause of action, shall not exceed the Membership Fee amount agreed in the Membership Contract (p.6).
e. Indemnification:
The “Principal Member” and Members, shall be obligated to indemnify “Haab Project” against any third party claims, liabilities and expenses, including attorneys’ fees, resulting from any breach or alleged breach under this Agreement and Terms and Conditions caused by the “Principal Member” or its Members, by its guests or pets, or by the guests or pets of its Members, or by its actions or omissions, or by the actions and omissions of its Members, except to the extent that a claim results from gross negligence, willful misconduct or fraud. The “Principal Member” shall be liable for the actions of, and for all damages caused to the Premises and/or Resident Studio, whether any person or pet that the “Principal Member” and its Members or their guests cause while accessing the Premises and/or Resident Studio.
f. Pets:
“Haab Project” may allow pets in Pet Friendly areas. Upon entering the Facilities and/or Resident Studio, “Haab Project” shall have the right to request the “Principal Member” and its Members the document that proves the vaccination of their pet (dogs only). All dogs must be accompanied at all times by the “Principal Member”, his/her Members and/or the guest. In the event that the “Principal Member” and his/her Members bring a dog into the Premises and/or the Resident Studio, the “Principal Member” shall be responsible for any injury or damage caused by his/her dog to other Members and/or guests and/or other occupants of the Premises, as well as any damage caused to the Premises and/or the Resident Studio. All dogs, without exception, while on the Premises must be on a leash.
g. Third Party Services:
The Membership Services do not include, and “Haab Project” is not involved in, and shall not be responsible for, the provision of any goods or services provided by any third party to the “Principal Member” or that he/she chooses to purchase in connection with his/hers Membership, including through any merchants or commercial establishments located in the “Haab Project” Premises, even if such goods or services are listed on the invoice issued by “Haab Project”. Third party services are provided solely under separate arrangements agreed between the “Principal Member” and the third party service provider.
h. Privacy:
You are aware and agree that the personal information you provide to “Haab Project” for the purpose of entering into this contract and other agreements derived from it, will be protected at all times. In this regard, adopting the necessary and sufficient measures to ensure that this privacy notice will be respected, with the understanding that the holder may access, rectify, clarify and, as the case may be, oppose to the processing of his/her personal information by means of a written request, with acknowledgement of receipt, submitted to “Haab Project’s” domicile. It is agreed that it does not oppose any other applicable provision, especially those related to the prevention and identification of operations with resources of illicit origin.In this act the “Principal Member” declares that he/she knows, understands and accepts the Privacy Notice.
i. Haab Project Content:
We love to hear from our Members and guests who are part of our community. While in our Facilities, we may ask the “Principal Member”, Members and/or guests to give their opinions and experiences in “Haab Project”. We may also film, videotape or photograph our events and activities to use in our Membership programs, as well as for advertising, promotions, public relations and other commercial purposes. If the “Principal Member”, Members, guests, participate in these interviews or events, they agree that “Haab Project” will use their name, image and other information. They also agree that “Haab Project” may publish any material produced by “Haab Project” for any purpose without their further consent, and waive their right to receive any payment from us in connection with such publication.
j. Maintenance, Refurbishment and Temporary Closures of the Facilities:
At times we may close portions or all of the Facilities to Members and their guests for private events or for necessary maintenance, repair or redecorating work. Always seeking to keep the facilities safe and up to “Haab Project” standards, we will work to ensure that our services are restored as soon as possible. In this act the “Principal Member” hereby empowers “Haab Project” that in the event that:
i. Urgent Maintenance:
The “Principal Member” hereby authorizes “Haab Project” that in the event that urgent maintenance work is required to be performed on the Facilities, it may close temporarily in order to perform such work, notifying the “Principal Member” one calendar day in advance through the Nexudus Passport system, indicating the closing period and always endeavoring to ensure that the Membership Services are restored as soon as possible.
ii. Remodeling:
The “Principal Member” authorizes “Haab Project” that in the event that remodeling work is required to be performed on the Facilities, the Facilities may close temporarily in order to perform such work, notifying the “Principal Member” one calendar month in advance, through the Nexudus Passport system, indicating the closing deadline and always endeavoring that the Membership Services are reestablished as soon as possible.
iii. Temporary Closure for Event:
The “Principal Member” agrees that, at “Haab Project’s” discretion, they may close temporarily in order to carry out the event or for any other reason, as planned by “Haab Project”, notifying the “Principal Member” with 5 (five) working days in advance, through the Nexudus Passport system, indicating the day of closure so that the “Principal Member” and its Members may take the necessary measures for such case.
8. Notifications, Legislation and Jurisdiction
a. Notices:
Any notice, or notice shall be given by Nexudus Passport, and in the event of any request or demand to be made, shall be served in writing at the addresses indicated on the Cover Page of the Membership.
In the event that any of the parties wish that notices, requests and other requirements be given at an address different from the one indicated in the preceding paragraph, they shall notify the other party in writing, with acknowledgment of receipt. Such notice shall be effective precisely 10 (ten) calendar days after the date of its notification.
b. Legislation and Jurisdiction:
For all purposes of interpretation, compliance or execution of this Terms and Conditions Agreement, the parties expressly agree that the same shall be governed by the civil laws applicable in Mexico City, and expressly submit to the jurisdiction and competence of the courts of the common jurisdiction of said City, renouncing in consequence, to the benefit of any other jurisdiction or legislation that they may have or may acquire for any other cause generating competence.
9. Miscellaneous Provisions
a. Nature of the Agreement:
The “Principal Member” acknowledges that he/she shall not have original and/or derivative possession of the Facilities and/or Resident Studio. The “Principal Member” agrees that this Agreement does not create a leasehold or any other real property right in favor of the “Principal Member” and/or its Members. Only the Membership Services agreed to in this Terms and Conditions Agreement are being provided. This Terms and Conditions Agreement shall not be deemed to grant the “Principal Member” or any Member an interest, easement, lien, encumbrance, possession or similar rights with respect to the Premises, and/or Resident Studio or any of the contents, furnishings, equipment located in the Premises and/or Resident Studio.
b. Relationship between the parties:
The relationship between the “Principal Member” and “Haab Project” is solely for the provision of Membership Services. It does not create, nor shall it be deemed to create, any relationship of association or partnership, employment affiliation, or employment relationship between the parties or their employees. Therefore, the “Principal Member” releases “Haab Project” from any liability or claim of labor, tax, administrative or third party obligations, and is responsible for indemnifying and holding “Haab Project” and/or the Owner harmless from any liability in this regard.
c. Subordination
This Terms and Conditions Agreement is not subject to, nor subordinate to, “Haab Project’s” agreements with the owner of the Premises, as well as any ancillary documents. However, the foregoing does not imply any sublease or other similar relationship which is related to “Haab Project’s” interest in the Premises.
d. Waiver:
Neither party shall be deemed to have, by any act or omission, waived any of its rights or remedies under this Terms and Conditions Agreement unless such waiver is in writing and signed by both parties.
e. Extraordinary Circumstances:
“Haab Project” shall not be liable, and shall not be deemed to have breached or violated this Terms and Conditions Agreement for any delay or failure to perform under this Agreement as a result of any cause or situation beyond “Haab Project’s” reasonable control, including, without limitation, the following:
i. Act of God and Force Majeure
ii. Pandemic
iii. Closure or suspension of activities ordered by the competent authorities and – action by any governmental authority,
iv. Acts of God
v. Flood, fire or explosion
vi. War, invasion, riot, terrorism, or other civil disturbances
vii. Actions, embargoes or blockades
viii. National or regional emergency
ix. Strikes, work stoppages or slowdowns or other industrial disturbances
x. Shortage of adequate energy.
xi. Any delays or modifications to the Facilities of, or Haab Project’s ability to acquire certain space at, any Facilities,
xii. Any delay or failure to perform, caused by conditions beyond “Haab Project’s” control.
xiii. As well as any act or circumstance arising out of conditions beyond “Haab Project’s” control.
“Haab Project” will notify the “Principal Member” and its Members of such a situation and of the suspension of the Membership Services in the Nexudus Passport system, as well as inform them regarding the resumption of the Membership Services. The “Principal Member” is obliged to pay the Membership Fee, in full, even if he/she does not use the Membership Services or only a few hours or a single day per month. In any case, the “Principal Member” shall always be obliged to pay the Membership Fee, and may not withhold it under any circumstances.
f. Notices:
Any and all notices required to be given pursuant to this Agreement shall be sent, and shall be effective as of the first business day after they are sent. All notices shall be sent by Nexudus Passport system, except as otherwise provided in this Terms and Conditions Agreement. “Haab Project” may send notices to either (or both) the “Principal Member”, or members as determined by “Haab Project”, in its reasonable discretion.
g. Headings:
Interpretation. The headings in this Terms and Conditions Agreement are included for convenience only and shall not be used to interpret the provisions hereof.
h. No Assignment:
The Principal Member may not transfer, assign, encumber, pledge, alienate, or otherwise convey any of its rights or obligations under this Terms and Conditions Agreement, or sublet, in whole or in part, the Premises and/or the Resident Studio.
“Haab Project” shall not be entitled to transfer, assign, encumber, pledge, alienate, or otherwise convey any of its rights or obligations under this Terms and Conditions Agreement without the consent of the “Principal Member”.
i. Anti-Money Laundering Provisions:
In this act the “Principal Member” declares and guarantees, at all times, the origin of all their resources and especially those that will be destined to the fulfillment of what is agreed in this Terms and Conditions Agreement. The “Principal Member” guarantees that their resources will come from lawful sources and will be their property, for which reason he/she agrees (i) that “Haab Project” reserves the right to verify such circumstance, and (ii) to provide “Haab Project” and the credit institutions and competent authorities the information that may be required.
j. Extinction of Dominion:
The “Principal Member” undertakes to prevent its Members, guests, employees, dependents and third parties directly or indirectly related to it, from using the Facilities and/or Resident Studio for a use other than that authorized and/or for the commission of illicit acts, being responsible for indemnifying and holding “Haab Project” and, if applicable, the owner harmless from any claim, demand, complaint or liability related thereto. In the event that the judicial authority determines in accordance with the procedure contemplated in the Extinction of Ownership Law for the Federal District (today Mexico City) or in the Federal Law of Extinction of Ownership, the loss of the property of the Property/Space to which it belongs, due to fault or negligence of the “Principal Member”, Members, guests, employees, dependents and third parties directly or indirectly related to him/her, to compensate “Haab Project” an amount equivalent to the commercial value of the lost property on the date of loss.
k. Counterparts and Electronic Signatures:
This Terms and Conditions Agreement may be executed in multiple counterparts either by hand or by electronic signature, each of which shall constitute the equivalent of the original. However, all counterparts together shall execute one Agreement via email, this signed scanned or electronically signed PDF document (as applicable). Each party agrees to physically execute this Agreement in such manner and the parties acknowledge that execution in such manner gives validity to a contract binding on both parties.
l. Entire Agreement:
The parties agree that this Terms and Conditions Agreement may only be added to, supplemented or modified in writing, duly signed by the “Principal Member” and “Haab Project”.
Modifications to the (Security Deposit, Membership Fee, Extra Fee and/or Additional Fee), Membership Services or other updates and notifications will be made through the Nexudus Passport system.
This Terms and Conditions Agreement contains the entire agreement of the parties with respect to the subject matter hereof and survives any prior negotiations or communications, whether oral or written, and there are no representations, warranties or conditions, express or implied, other than or in addition to those contained herein.
The “Principal Member” agrees to comply fully and at all times with the provisions of this Terms and Conditions Agreement.
In the event that any of the provisions contained in the Terms and Conditions Agreement shall be unenforceable, the parties agree that only the conflicting provision shall be deemed null and void, and the remainder of the Terms and Conditions Agreement shall remain in full force and effect, and the parties shall continue to be bound by the terms of the remainder of the agreement.
This Terms and Conditions Agreement, including the Membership Cover Sheet, constitutes the entire agreement between the parties relating to the subject matter hereof and may not be modified except by an instrument in writing, signed by both parties, or as otherwise permitted by this Agreement.
“Principal Member” understands, agrees and declares that, by signing the present, he/she fully agrees to the present Terms and Conditions Agreement, assuming the obligations detailed herein.
I understand and agree to accept this Terms and Conditions Agreement in its entirety, and authorize payment of the Security Deposit and Membership Fee, and agree to any attachments that form an integral part of this Terms and Conditions Agreement.