The below is sent via email, for signature, upon booking.
SQUARE CO-WORK USAGE AGREEMENT AND LIABILITY WAIVER
BY SIGNING THIS DOCUMENT, YOU WILL WAIVE CERTAIN LEGAL RIGHTS,
INCLUDING THE RIGHT TO SUE OR CLAIM COMPENSATION. BY SIGNING AT
THE BOTTOM OF THE COMPLETE DOCUMENT YOU AGREE TO BE FULLY
BOUND BY BOTH SECTIONS A AND B OF THIS AGREEMENT.
PLEASE READ CAREFULLY!
SECTION A: USAGE AGREEMENT
WHEREAS:
- SQUARE CO WORK (the “Licensor”) is the tenant of the building municipally known as 157 Main Street
East, Milton Ontario, L9T 1N7 (the “Building”); and - The Licensor has agreed to grant you, the signed below (the “Licensee”) a license to use a portion of the
Building for creative workspace purposes on the terms and conditions contained herein.
NOW THEREFORE this agreement (the “Agreement”) witnesses that in consideration of the premises and the
obligations herein expressed and for other good and valuable consideration (the receipt and sufficiency of which are
hereby acknowledged) the Licensor and Licensee hereby agree as follows: - License
(1) The Licensor hereby grants to the Licensee an exclusive license to occupy an area (the “Licensed Space”) in
the Building as outlined in 1(2) below solely for the purpose of the use as a creative workspace for a term (the
“Term”) which was approved through the Licensors online booking portal website www.squarecowork.com (the
“Website”)
(2) The Licensed Space for this agreement is unit 517 on the ground floor of the Building. This
License is for only this space and does not include rights of use or access to any other units or
spaces/areas in the building.
(3) The Licensee accepts the Licensed Space in an “as is” condition, and will complete any necessary
improvements at its sole expense and in accordance with the terms of this Agreement.
(4) The Licensee accepts that the Licensor may, in their unfettered discretion, cancel the Licensees booking at any
time before their booking period as determined by 1(1) above.
(a) In the event of a cancelation the Licensor will provide a studio credit to the Licensee that must be used within 6
months of cancellation date. - License Fee
(1) The Licensee covenants and agrees with the Licensor to pay a fee (the “License Fee”) determined at the time
of booking through the Website in advance of the Term.
(2) If the Licensee fails to pay the License Fee when it is due and payable, such unpaid amount shall bear interest
from the due date thereof calculated monthly to the date of payment at a rate per annum of two percent (2%) in
excess of the prime rate as charged by the Licensor’s bank from time to time.
(3) The Licensee shall promptly pay or cause to be paid all business taxes, rates and other taxes and assessments,
of whatsoever kind or description, that may at any time during the continuance of this Agreement be imposed or
become due and payable upon or in respect of the installation, operation, repair or maintenance of the Licensee’s
equipment or resulting from the use of the licensed space (the “Licensed Space”) by the Licensee.
- Licensee’s Covenants
(1) The Licensee covenants and agrees with the Licensor as follows:
(a) not to use the Licensed Space for any purpose except as set out above and any ancillary use;
(b) I am at least eighteen (18) years of age;
(c) not to leave any persons under the age of 18 unattended in the Building at any time;
(d) to sign any and all required waivers presented before, during, or after the signing of this License
agreement and further to have all employees, volunteers, customers, guests, invitees or others for whom it is in law
responsible at any time while the Licensee is in occupation of the Licensed Space also sign any waivers as required
by the Licensor
(e) to be solely responsible and answerable in damages for all acts or omissions due to or caused by the
Licensee or its employees, volunteers, customers, guests, invitees and others for whom it is in law responsible at any
time while the Licensee is in occupation of the Licensed Space, and to indemnify the Licensor, its employees, agents
and anyone for whom the Licensor is at law responsible, from any claims and losses arising from or in connection
with such acts or omissions and to indemnify the Licensor from all claims, costs and liabilities arising from the
granting of the license herein;
(f) to maintain, during the entire Term, comprehensive public liability and property damage insurance for an
amount not less than two million dollars ($2,000,000) per occurrence. All policies shall name the Licensor as an
additional insured and shall contain a provision requiring that at least thirty (30) days’ written notice be given to the
Licensor prior to cancellation or expiry. The Licensee shall provide the Licensor, on demand, with proof of such
insurance;
(g) to secure, at the expense of the Licensee, all licenses, permits and authorizations required by any competent
governmental body, and to provide the Licensor with proof of having secured same, if required;
(h) to abide by and ensure that its agents and employees abide by all applicable laws and
regulations, and to conduct its affairs in strict conformity with the law and in such a manner as not
to bring any disrepute to the Building;
(i) not to assign or transfer this Agreement or in any way part with or share possession of the
Licensed Space;
(j) the Licensee shall not undertake any work or alterations to the Licensed Space of any nature;
and
(k) upon the termination of this Agreement, the Licensee shall deliver to the Licensor vacant
possession of the Licensed Space in the condition in which the Licensee is required to repair,
maintain and keep the Licensed Space and, in any event, in the same or better condition than it was
in at the beginning of the Term, subject only to reasonable wear and tear.
(2) If payment of fees and all other moneys is not made in accordance with the terms hereof, this
Agreement may be cancelled by written notice from the Licensor to the Licensee without prejudice to the Licensor’s
right to recover for moneys due and owing under this Agreement.
(3) In the event the Licensee: (a) fails or refuses to comply with the orders or requests of the Licensor or its
managers; (b) permits any conduct or act which in the opinion of the Licensor is improper, or renders it inadvisable
that the Licensee should be allowed to continue carrying on business under this Agreement; or (c) fails to comply
with the terms and conditions herein, the Licensor may forthwith terminate this Agreement and take possession of
the Licensed Space and, at the cost of the Licensee, remove it and all property therefrom, by force if necessary, and
the Licensor shall not, nor shall the manager nor any of its officers, servants or agents, be liable in damages or
otherwise by reason of such termination or removal and, notwithstanding such termination or removal, the Licensee
shall pay in full the License Fee for the remainder of the Term.
- Licensor’s Rights
(1) Notwithstanding anything contained in this Agreement, the Building shall be under the exclusive control and
management of the Licensor. Without limitation, the Licensor shall have the right, at any time and from time to
time:
(a) to operate, manage and otherwise deal with the Building as determined by the Licensor in its
sole and absolute discretion;
(b) to make additions to, or subtractions from, or to change, rearrange or relocate any part of the
Building;
(c) to grant, modify or terminate easements and other agreements pertaining to the use and
maintenance of all or any part of the Building; and
(d) to enter into the Licensed Space to undertake any work or alterations to the Building
(including the Licensed Space), provided that any such work does not materially interfere with the
ability of the Licensee to carry on its business in the Licensed Space.
(2) The Licensor shall have the right to enter into the Licensed Space at any time during normal
business hours to show the Licensed Space to prospective tenants, licensees or other occupants and
shall have the right to place upon or near the Licensed Space a “FOR LEASE” or similar sign. - Miscellaneous
(1) This Agreement and any Schedules hereto contain the entire understanding between the parties relating to the
subject matter hereof. No amendment to this Agreement shall be valid unless in writing and signed by each of the
parties hereto.
(2) Every provision of this Agreement is intended to be severable. If all or any part of any term or
provision hereof is illegal, invalid or unenforceable for any reason, such illegality, invalidity or
unenforceability shall not affect the validity or enforceability of the remainder of this Agreement.
(3) No omission or delay by either party in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of such right, power or privilege
preclude any other or further exercise thereof or of any other right, power or privilege. The rights and remedies
herein provided are cumulative with and not exclusive of any rights or remedies provided by the law.
(4) The Licensor and the Licensee acknowledge and agree that the relationship between them is
solely that of independent contractors, and nothing herein shall be construed to constitute the parties
as employer/employee, partners, joint venturers, co-owners, or otherwise as participants in a joint or common
undertaking. Neither party, nor its employees, agents or representatives shall have any right, power or authority to
act or create any obligation, express or implied, on behalf of the other.
(5) This Agreement shall enure to the benefit of and be binding upon each of the parties hereto and their
respective successors and permitted assigns.
(6) This Agreement shall be construed in accordance with and governed by the laws, and subject to the
jurisdiction of the courts, of the province in which the Building is located.
(7) The Licensee agrees that it shall not register this Agreement or any notice or reference in respect of this
Agreement against the title to the Building.
SECTION B: Release of Liability, Waiver of Claims, and Assumption of Risks
In consideration of SQUARE CO WORK an Ontario business (the “Company”) permitting the individual
named below (“I” or “me”) to participate in all actives on and within the property at 157 Main St East,
Milton Ontario, L9T 1N7 including, but not limited to; photography sessions as the photographer and/or the
photographers subject and any individuals accompanying either party, guests of the individual renting studio space,
guests of public and/or private events (the “Activities”), and for other good and valuable consideration, I agree to all
the terms and conditions set forth in this agreement (this “Agreement”).
- ASSUMPTION OF RISKS
(1) I AM AWARE AND UNDERSTAND THAT THE ACTIVITIES INVOLVE MANY RISKS,
DANGERS, AND HAZARDS, INCLUDING BUT NOT LIMITED TO THE RISK OF SERIOUS
INJURY, DEATH, OR PROPERTY DAMAGE. I ACKNOWLEDGE THAT I AM VOLUNTARILY
PARTICIPATING IN THE ACTIVITIES. I FREELY ACCEPT AND FULLY ASSUME ANY AND
ALL OF THE RISKS, DANGERS, AND HAZARDS INVOLVED AND THE POSSIBILITY OF
INJURY, DEATH, OR PROPERTY DAMAGE, WHETHER CAUSED BY THE NEGLIGENCE OF
THE COMPANY OR OTHERWISE.
(2) I hereby expressly waive and release any and all claims which I have or may in the future
have against the Company, its affiliates, and their respective directors, officers, employees,
agents, representatives, shareholders, successors, and assigns (collectively, “Releasees”), on
account of injury, death, or property damage arising out of or attributable to the Activities, due
to any cause whatsoever, including without limitation the negligence of the Company or any
other Releasee, breach of contract, or breach of any statutory or other duty of care owing under
occupiers liability legislation or otherwise. I covenant not to make or bring any such claim
against the Company or any other Releasee, and forever release and discharge the Company
and all other Releasees from liability under such claims.
(3) I SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE COMPANY AND ALL
OTHER RELEASEES AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES,
DEFICIENCIES, CLAIMS, ACTIONS, JUDGMENTS, SETTLEMENTS, INTEREST,
AWARDS, PENALTIES, FINES, COSTS, OR EXPENSES OF WHATEVER KIND,
INCLUDING REASONABLE LEGAL FEES, IN CONNECTION WITH ANY THIRD-PARTY
CLAIM, SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RESULTING FROM
THE ACTIVITIES.
(4) This Agreement constitutes the entire agreement of the Company and me with respect to the
subject matter contained herein and supersedes all prior and contemporaneous understandings,
agreements, representations, and warranties, both written and oral, with respect to such subject matter.
If any term or provision of this Agreement is held to be invalid, illegal, or unenforceable in any
jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of
this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
This Agreement is binding on and shall enure to the benefit of me and my heirs and next-of-kin, and the Company
and its successors and assigns. This Agreement shall be governed by and construed in accordance with the laws of
the Province of Ontario and the federal laws of Canada applicable therein. Any claim or cause of action arising
under this Agreement may be brought only in the courts of the Province of Ontario, and I hereby consent to the
exclusive jurisdiction of such courts.
I ACKNOWLEDGE THAT I HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF
THIS AGREEMENT AND THAT I AM VOLUNTARILY WAIVING SUBSTANTIAL LEGAL
RIGHTS (ON MY BEHALF AND ON BEHALF OF MY HEIRS, EXECUTORS,
ADMINISTRATORS, AND NEXT-OF-KIN), INCLUDING THE RIGHT TO SUE THE
COMPANY AND THE RELEASEES.
BY SIGNING THIS I GUARANTEE I AM AT LEAST EIGHTEEN YEARS OF AGE (18) AND
HAVE THE LEGAL AUTHORITY TO SIGN THIS DOCUMENT.
