THE FOLLOWING IS A LEGAL DOCUMENT AND A BINDING CONTRACT BETWEEN YOU AND EVO 3, LLC WITH RESPECT TO YOUR USE OF THE PREMISES. IF YOU HAVE QUESTIONS REGARDING YOUR OBLIGATIONS OR RIGHTS UNDER THIS CONTRACT, YOUR ARE ENCOURAGED TO CONSULT WITH YOUR OWN INDEPENDENT LEGAL COUNSEL.
THIS LICENSE AGREEMENT (this “License”) is made by and between Evo 3, LLC, a Delaware limited liability company (“Licensor”) and the undersigned person or entity (“Licensee”) as of the date signed by both parties. In consideration of the payment of the License Fee (as defined below) and the performance of the promises by Licensee set forth below, Licensor hereby licenses to Licensee, and Licensee hereby accepts, the Premises (as defined below), subject to the terms and provisions set forth in this License.
1. PREMISES: Licensor is the lessor of a building and certain real estate described as 620 E. Main Street, Units 2 and 6, Frisco, Colorado 80443 (the “Property”). Licensor hereby grants to Licensee a license to enter and use office suite or space located on the Property as stated in Exhibit A (the “Premises”).
2. TERM: See “Pricing” page.
3. LICENSE FEE: The License Fee is payable on the first of every month during the Term. The License Fee is subject to adjustment by Licensor for periods following the Initial Term, and any such adjustment will be made no fewer than 10 days from the beginning of the next payment period (the “License Fee”). All payments due under this License shall be sent electronically (ACH), paid with a valid credit card pursuant to the House Rules on the Portal (as defined below), mailed, or delivered to Licensor at the following address: PO BOX 4244 Frisco, CO 80443. If the Term does not begin on the first day of the month, the License Fee shall be prorated accordingly. If the License Fee or other payment is received later than three days after the date when due, the parties agree that a late charge in the amount of five percent (5%) of the outstanding sums shall also be due and payable. The addition of such amount and the collection thereof shall not operate to waive any other rights of Licensor for nonpayment of the License Fee, or for any other reason. If the Licensee fee is paid as a lump sum, no refund of any kind shall be due for cancellation prior to the end of the Term.
4. PERMITTED USE; SCOPE:
a. The scope of the license and the permitted use of the Premises is for general office use and uses ancillary thereto, provided that these uses conform with applicable zoning regulations. Licensee shall not, without the prior written consent of Licensor, permit the Premises to be used for any other purpose.
b. Licensee, in consideration of the license of the Premises, agrees to comply with the House Rules (“House Rules”) set forth on evo3workspace.com (the “Portal”) or posted at the Property from time to time. Licensor shall make available on the Portal the House Rules and copies of all rules and regulations affecting the Premises, and Licensee shall abide by all such rules and regulations. Licensor may change the House Rules and any rules or regulations from time to time. It is Licensee’s responsibility to monitor the Portal and check for changes from time to time.
c. Access. Licensor may provide for access controls as it deems appropriate from time to time. Licensor will restrict access to the Premises and the Property to those persons authorized to enter the Premises pursuant to a license agreement with each person or if such person is an authorized guest of a licensee. If Licensee is an entity, there may be certain access limitations placed on the organization and the number of persons permitted at a given time or during certain time periods.
d. Non-Exclusive Use. Licensee’s use of the Premises and the Property is non-exclusive, except for those portions of the Premises marked as “exclusive” on Exhibit A, if any. Licensee may be required to share the Premises with Licensor, other Licensees, or any other person that Licensor allows to use the Premises.
e. As-Is Condition; No Alterations. Licensee further acknowledges that it is only entitled to enter and use the Premises for purposes of the permitted use and that it enters into the License with the Premises being in its “as-is” condition. Licensee acknowledges that it shall make no alterations to the Premises during the Term unless Licensor gives specific, written authorization for any such alterations.
5. TERMINATION. Either Party may terminate this license upon 15 days notice to the other party prior to the end of the applicable term. Licensor may terminate and revoke this license immediately and at any time if Licensee fails to meet its obligations hereunder, including without limitation failing to abide by the house rules or make timely payments. No refunds of any kind shall be due to Licensee, however, Licensee may continue to use the Premises until the end of the Term in which this license is terminated.
6. COMMON AREAS: The common areas are all areas outside of the Premises upon the Property that are for common use of Licensee, its employees, licensees, invitees, contractors, and Licensor (the “Common Areas”). The Common Areas shall include those amenities and areas provided by Licensor for use in common by all licensees of the Property and are identified on the Portal. Licensor shall use reasonable efforts to maintain and repair Common Areas, including walks, the parking lot, lobby, meeting rooms and other shared amenities. The cost of any maintenance, repairs, or replacements necessitated by the act, neglect, misuse, or abuse by Licensee, its employees, agents, licensees, invitees, or contractors shall be paid by Licensee to Licensor. Licensor shall use reasonable efforts to cause any necessary repairs to be made promptly or work with the landlord to complete such repairs; provided, however, that Licensor shall have no liability whatsoever for any delays in causing such repairs to be made, including, without limitation, any liability for injury to or loss of Licensee’s business, nor shall any delays entitle Licensee to any partial or full refund of License Fees or damages. Areas within the building where the Property is located are owned or leased by third parties. Licensee agrees to use only the Property or the Premises under this license and not to disturb other owners, tenants, or neighbors located in the building.
7. FURNISHINGS. Licensor shall make available to Licensee interior furnishings for the Premises as Licensor so determines unless otherwise agreed to in writing with Licensor. All furnishings will be treated for all purposes hereunder as property of Licensor and shall be maintained and repaired, if required, by Licensee in accordance with the requirements set forth in this License. Licensee shall be responsible for all damage to the furnishings and shall be responsible for returning the furnishings to Licensor at the end of the Term. Any furnishings within the Premises that are not provided by Licensor requires prior written approval of Licensor, which may be withheld in Licensor’s sole discretion.
8. CONDITION OF PREMISES AND REPRESENTATIONS: Licensee is familiar with the physical condition of the Premises and the Property. Licensor makes no representations, or warranties as to the physical condition of the Premises, or the Property, or their suitability for Licensee’s intended use. The Premises are licensed to Licensee “as is,” in current condition, and all warranties are hereby expressly disclaimed. Licensor further makes no representations or warranties as to whether Licensee’s intended use will necessitate changes, or alterations to the Premises in order to comport with local, state, or federal laws and regulations (including, without limitation, health code, access and zoning regulations). Licensee understands and agrees that in the event actions, alterations, or improvements are required in order to bring the Premises into compliance with any local, state, or federal laws and regulations because of Licensee’s intended use, Licensee shall be solely responsible for any and all associated costs and expenses relative thereto. Licensee further indemnifies and agrees to hold Licensor harmless from any and all claims and liabilities that may arise by virtue of Licensee’s use of the Premises in violation of any local, state, or federal laws and regulations.
9. CHECK-IN INSPECTION: Licensor and Licensee may conduct an inspection of the Premises at the time of possession. A check-in inspection sheet may be completed at that time and the information contained therein shall be sufficient and satisfactory proof of the condition of the Premises at the time of possession, should a subsequent dispute arise at a later date as to the condition of the Premises at the time of move-in.
10. LEGAL COMPLIANCE: Licensee, and its employees, agents and invitees shall comply with and abide by all federal, state, county, and municipal laws and ordinances in connection with the occupancy and use of the Premises. Licensee, and its employees, agents and invitees may not possess, or consume alcoholic beverages on the Premises unless they are of legal age. No alcoholic beverages shall be sold upon the Premises by Licensee. No illegal drugs or controlled substances (unless specifically prescribed by a physician for a specific person occupying or present upon the Premises) shall be permitted upon the Premises. Licensee hereby covenants and agrees to use its reasonable efforts to prevent and preclude its employees, guests, invitees, etc. from the aforementioned illegal conduct. Licensee, and its employees, agents and invitees shall not use the Premises in any way that may result in an increase of the rate or cost to Licensor to insure the Property. No hazardous or dangerous activities are permitted upon the Premise.
11. ASSIGNMENT: This license is personal to Licensee and Licensee shall not assign this License or any interest therein, without the prior written consent of Licensor. Such consent shall be at the sole discretion of Licensor. If Licensee is an entity that is not a natural person, any change in ownership of more than thirty percent (30.0%) (over any period) of the ownership interest shall be deemed an assignment of this License. In the event an assignment is permitted, all payments from assignee shall be made directly by said party to Licensor, and not through Licensee.
12. SURRENDER OF PREMISES: Licensee will return the Premises to Licensor at the expiration of the Term in as good order and repair as when Licensee took possession, loss by casualty and normal wear and tear excepted. Any deterioration or damage caused by accident, abuse, carelessness, or negligence shall not be considered normal wear and tear. In the event that Licensee fails to redeliver the Premises in appropriate condition, Licensor may restore the Premises to appropriate condition, including repair, replacement, and cleaning. The cost of any work necessitated shall be immediately payable upon demand from Licensee to Licensor.
13. REMOVAL OF FIXTURES/REDELIVERY: Licensee shall remove, at the termination of this License, provided Licensee is not in Default, Licensee’s moveable trade fixtures and other items of personal property that belong to Licensee and are not permanently affixed to the Premises. Licensee shall remove the alterations and additions and signs made by Licensee as Licensor may request and repair any damage caused by such removal. Licensee shall peaceably surrender the Premises, all alterations and additions thereto (except such as Licensor has requested Licensee to remove) and all personal property that is owned by Licensee; and all fixtures, furnishings, floor coverings, and equipment that are permanently affixed to the Premises or that have otherwise been provided by Licensor shall thereupon become the property of Licensor. Any personal property of Licensee not removed within five (5) days following such termination shall, at Licensor’s option, become the property of Licensor.
14. PAYMENTS/DISHONORED CHECKS: Payments shall be deemed received when actually delivered to, and received by, Licensor at the payment location. Dishonored checks and any checks received late in the mail will be treated as late payments. Additional bank and handling charges may also be assessed in the event of a dishonored check. The foregoing items shall be deemed additional fees and charges for which Licensee is responsible under this License. Licensor may require Licensee to replace such dishonored check with a money order, cashier’s check, or other good funds. Licensor may further require that all subsequent payments after a dishonored check be paid with a money order, cashier’s check, or other good funds.
15. PARTIAL PAYMENT: If any partial payment is made by Licensee, it shall be allocated first to the payment of any outstanding charges under this License, including, without limitation, late fees and other expenses; and second to unpaid License Fees. Acceptance by Licensor of any partial payment shall not waive the right of Licensor to require immediate payment of the unpaid balance of a License Fee or waive or affect Licensor’s rights to institute legal proceedings including, without limitation, an eviction action.
16. NO OFFSET: No assent, express or implied, to any Default of any one or more of the agreements hereof shall be deemed or taken to be a waiver of any right or obligation or other Default. The covenants set forth in this License are independent. Licensee shall have no right to withhold or set off any Licensee Fee due to Licensor.
17. JOINT AND SEVERAL OBLIGATIONS OF LICENSEE: In the event more than one person comprises Licensee, it is expressly understood and agreed that each person comprising Licensee is jointly and severally liable for any and all obligations of Licensee in this License. This means that all persons comprising Licensee are each, together and separately, responsible for all of Licensee’s obligations. Licensor may, at its option, determine whom to hold responsible.
18. LICENSOR’S LIMITED RESPONSIBILITY: Subject to its lease with the owner of the Property, Licensor shall be responsible for: (a) the cost and condition of improvements, repairs, and maintenance relating to all structural components, interior and exterior walls, floors, ceiling, roofs, sewer connections, plumbing, wiring, appliances, data and low voltage infrastructure, HVAC and glass used in connection with the Property, (b) repairs, replacements, restorations, or maintenance that have been necessitated by reason of ordinary wear and tear, and (c) any repairs, replacements, restorations, or maintenance that have been necessitated by sudden natural forces, or acts of God, or by fire not caused by Licensee. The cost of any maintenance, repairs, or replacements necessitated by the act, neglect, misuse, or abuse of Licensee, its agents, employees, customers, licensees, invitees, or contractors shall be paid by Licensee to Licensor promptly upon billing. Licensor shall use reasonable efforts to cause any necessary repairs to be made promptly; provided, however, that Licensor shall have no liability whatsoever for any delays in causing such repairs to be made, including, without limitation, any liability for injury to or loss of Licensee’s business, nor shall any delays entitle Licensee to any abatement of License Fees or damages, or be deemed an eviction of Licensee in whole or in part.
19. LICENSEE’S RESPONSIBILITIES: Licensee shall not perform or contract with third parties to perform any repairs of any kind upon the Premises without Licensor’s prior written consent, which may be withheld in Licensor’s sole discretion. In the event any repair that is the responsibility of Licensor becomes necessary, Licensee shall notify Licensor as soon as possible, and allow reasonable time for the work to be completed. Any unauthorized work performed or contracted for by Licensee will be at the sole expense of Licensee. Licensee shall, at Licensee’s own expense, make as and when needed all repairs to the Premises and to all such equipment, fixtures, appliances, and appurtenances necessary to keep the same in good order and condition.
20. DEFAULT: If Licensee is in arrears in the payment of any installment of License Fees, any other charges due to Licensor hereunder, or any portion thereof, or is in violation of any other covenants or agreements set forth in this License (a “Default”) and the Default remains uncorrected for a period of three (3) days after Licensor has given written notice thereof pursuant to applicable law, then Licensor may, at Licensor’s option, undertake any of the following remedies without limitation: (a) declare the Term of this License ended and terminate Licensee’s right to possession of the Premises and reenter and repossess the Premises; (b) recover all present and future damages, costs, and other relief to which Licensor is entitled; (c) pursue Licensor’s lien remedies; (d) pursue breach of contract remedies; and (e) pursue any and all available remedies in law or equity. In the event possession is terminated by reason of a Default prior to expiration of the Term, Licensee shall remain responsible for the License Fees, and license Fees already paid shall not be refunded.
21. ABANDONMENT: In the event of an abandonment of the Premises, Licensor may, without being obligated to do so and without terminating this License, retake possession of the Premises and exercise any of the remedies available under this license or at law or equity.
22. LIABILITY INDEMNIFICATION/INSURANCE: Licensee shall hold Licensor, Licensor’s agents, and their respective successors and assigns, harmless and indemnified from all injury, loss, claims, or damage to any person or property while on the Premises, or any other part of the Property, or arising in any way out of Licensee’s business, which is occasioned by a negligent, intentional, or reckless act, or omission of Licensee, its employees, agents, invitees, licensees, or contractors. In case any claim, demand, action, or proceeding is made or brought against Licensor, its agents, or employees, by reason of any obligation on Licensee’s part to be performed under the terms of this License or arising from any act of negligence of Licensee or its agents or employees, or which gives rise to Licensee’s obligation to indemnify Licensor, Licensee shall be responsible for all costs and expenses, including, but not limited to, reasonable attorneys’ fees incurred in defending or prosecution of the same, as applicable.
23. WAIVER OF LIABILITY: Licensor and Licensor’s agents and employees shall not be liable for, and Licensee waives all claims for, damage to or loss of property sustained by Licensee, employees, agents or contractors, or any other person claiming through Licensee, resulting from any accident in or upon the Premises or the Property of which they shall be a part, including, but not limited to, claims for damage resulting from: (1) any equipment or appurtenances becoming out of repair; (2) Licensor’s failure to keep the Property or the Premises in repair; (3) injury done or occasioned by wind, water, or other act of God; (4) any defect in, or failure of, plumbing, heating, or air-conditioning equipment, electric wiring, or installation thereof, gas, water and steam pipes, stairs, porches, railings, or walks; (5) broken glass; (6) the backing-up of any sewer pipe, or downspout; (7) the bursting, leaking, or running of any tank, tub, sink, sprinkler system, water closet, waste pipe, drain, or any other pipe or tank in, upon, or about the Property or Premises; (8) the escape of steam, or hot water; (9) water, snow, or ice being upon, or coming through the roof, skylight, doors, stairs, walks, or any other place upon, or near such Property, or the Premises, or otherwise; (10) the falling of any fixtures, plaster, or stucco; (11) fire or other casualty; and (12) any act, omission, or negligence of co-Licensees, or of other persons or occupants of the Property, or of adjoining or contiguous buildings, or of adjacent or contiguous property.
24. THIRD-PARTY LIABILITY: Licensor shall not be liable to Licensee for any damage by or from any act or negligence of any co-licensee or other occupant of the Property, or by any owner or occupant of adjoining or contiguous property. Licensor shall not be liable for any injury or damage to persons or property resulting in whole or in part from the criminal activities of others. To the extent not covered by normal fire and extended coverage insurance, Licensee agrees to pay for all damage to the Property.
25. LICENSOR INSURANCE: Insurance shall be procured by Licensor in accordance with its sole discretion. All awards and payments thereunder shall be the property of Licensor, and Licensee shall have no interest in the same. Notwithstanding the foregoing, Licensor agrees to obtain building liability and hazard insurance required to be carried for the Property and Premises and adequate hazard insurance, which covers replacement cost of the Property and Premises.
26. HOLDOVER: Licensee shall vacate the Premises and remove all of Licensee’s personal property from the Premises prior to 11:59 p.m. on the date the Term expires or is terminated. Licensor may immediately commence eviction proceedings at its sole discretion. If, after the expiration of this License, Licensee shall remain in possession of the Premises and continue to pay License Fees without a written agreement as to such possession, then such tenancy shall be regarded as a month-to-month license, at a monthly license fee, payable in advance, equivalent to one hundred fifty percent (150%) of the last month’s License Fees paid under this License, and subject to all the terms and conditions of this License.
27. ENTRY BY LICENSOR: Licensor may enter the Premises at any time for reasonable purposes (such as repairs, inspections, liquor license compliance, or re-licensing to prospective new Licensees), upon reasonable notice to Licensee. Licensor may also enter the Premises in the event of emergency or for purposes of demonstrating its control over the Premises, without notice, or in the event of vacancy of the Premises, as described in herein.
28. NOTICES: All notices required to be sent under this License shall be in writing and (a) personally delivered, with proper proof of service; (b) sent via U.S. first class mail, postage prepaid or (c) sent to an email address provided by a party with confirmation or proof of delivery. All notices required to be sent to Licensor shall be sent or delivered to the address where the License Fees is to be paid, and all notices required to be sent to Licensee shall be sent or delivered to the Premises, unless otherwise specified in this License.
a. Attorneys’ Fees: In the event Licensee or Licensor fails to perform any of its obligations under this License, or in the event a dispute arises concerning the meaning or interpretation of any provision of this License, the defaulting party, or the party not prevailing in such dispute, as the case may be, shall pay any and all costs and expenses incurred by the other party in enforcing or establishing its rights hereunder, including, without limitation, court costs and reasonable attorneys’ fees.
b. Governing Law: This License shall be governed by and construed in accordance with the laws of the State of Colorado. Venue shall be proper and exclusive in the county where the Property is located, or in the case of federal jurisdiction venue shall be proper and exclusive to Denver, Colorado.
c. Amendments and Termination: Unless otherwise provided in this License, this License may be amended, modified, or terminated only by a written instrument executed by Licensor and Licensee.
d. Captions: The paragraph titles or captions in this License are for convenience only and shall not be deemed to be part of this License.
e. Pronouns; Joint and Several Use of Certain Terms: Whenever the terms referred to in this License are singular, the same shall be deemed to mean the plural, as the context indicates, and vice versa. All references to the “Licensor” shall mean Licensor and/or its authorized agents, contractors, or employees as may be required by the specific context. All references to the “Licensee” shall mean each and every person comprising Licensee, or an individual person, or combination of persons comprising Licensee as may be required by the specific context.
f. Waivers: No right under this License may be waived except by written instrument executed by the party who is waiving such right. No waiver of any breach of any provision contained in this License shall be deemed a waiver of any preceding or succeeding breach of that provision, or of any other provision contained in this License. No extension of time for performance of any obligations or acts shall be deemed an extension of the time for performance of any other obligations or acts.
g. No Reservation of Option: Submission of this instrument for examination or signature by Licensee does not constitute a reservation of or option for license or lease, and is not effective as a license or lease or otherwise until execution and delivery by both Licensor and Licensee.
h. Corporate Authorization: Each individual executing this License on behalf of a company represents and warrants that he is duly authorized to execute and deliver this License on behalf of said company in accordance with a duly adopted resolution of the company and that this License is binding upon the company in accordance with its terms.
i. Severability: If any term, covenant, condition, or provision of this License, or the application thereof to any person or circumstance shall, at any time or to any extent, be invalid or unenforceable, the remainder of this License, or the application of such term, or provision to persons, or circumstances other than those to which it is held invalid, or unenforceable, shall not be affected thereby, and each provision of this License shall be valid and shall be enforced to the fullest extent permitted by law.
j. Other Applicable Laws: Federal, state, county, or municipal laws and ordinances may affect the Premises, this License, and Licensor/Licensee relationship that are not specifically addressed in this License. Licensor and Licensee should consult legal counsel prior to execution of this License to ascertain such information.
k. Additional Provisions: In the event that there are any additional agreements between the parties or provisions with respect to the Premises, an Addendum may be attached to this License, which shall be incorporated by this reference as a part of this License.
BY CLICKING “I AGREE” BELOW YOU ARE STATING THE YOU HAVE READ AND UNDERSTAND THE LICENSE AGREEMENT, YOU ARE ENTERING INTO A BINDING CONTRACT WITH EVO3, LLC, AND YOU INTEND TO BE BOUND BY THE TERMS OF THIS LICENSE.