Member must sign the below copy of this Agreement along with its application for membership. Polsky Center may accept or decline to accept Member’s application for membership in its sole discretion. Should Polsky Center accept Member’s application, Polsky Center will email the Member an acceptance acknowledgement. By signing and submitting this Agreement, Member agrees that, upon Polsky Center’s acceptance, this Agreement will be a valid and binding agreement between Polsky Center and Member effective as of the date of Member’s signature.
POLSKY EXCHANGE MEMBERSHIP AGREEMENT
This Polsky Exchange Membership Agreement (“Agreement”) made on this [___] day of [___________, 2016] (the “Effective Date”) provides the terms and conditions between the University of Chicago, an Illinois not-for-profit corporation (“Polsky Center”) and Argonne National Laboratory (“Member”) for accessing the workspace and attending events at the Polsky Exchange, 1452 East 53rd Street, Chicago, Illinois 60615 (the “Exchange”). The following is a summary of the basic terms of this Agreement, which are incorporated herein.
A. Polsky Center’s Notice Address:
The University of Chicago
c/o the Polsky Exchange
1452 East 53rd Street
Chicago, Illinois 60615
Attention: Kristin Barrett, Senior Director
B. Member’s Notice Address: Listed in application above
C. Quarterly Fee: $150.00 
E. Term: This Agreement may be terminated at any time by either party, with or without cause, upon written notice to the other party.
In consideration of the mutual promises and obligations contained in this Agreement, the parties agree as follows:
Member Privileges. During the term of this Agreement, Member may (a) access the Exchange during the hours of operation of the Exchange as determined by Polsky Center, in its sole discretion, from time to time, (b) utilize available conference and meeting rooms at the Exchange, (c) utilize “flexible” work space at the Exchange, (d) consult with Exchange employees and mentors regarding business issues, and (e) attend networking events, seminars, and speaking events held at, or sponsored by, the Exchange at the rate, or below the rate, available to members of the general public.
Rules and Regulations. Member agrees to abide by the rules and regulations established by Polsky Center from time to time relating to use of and occupancy at the Exchange, including, without limitation, rules and regulations relating to use of the Exchange’s internet and telecommunications infrastructure.
No Leasehold Interest. Nothing contained in this Agreement shall be considered as in any way constituting a partnership between Polsky Center and Member. Member agrees that it does not and shall not claim at any time any leasehold interest, nor a license coupled with an interest, nor any other interest or estate of any kind or extent whatsoever in any part of the Exchange.
Termination. This Agreement may be terminated at any time by either party, with or without cause, upon written notice to the other party.
Payment. On or before the first day of each quarter during the Term, Member shall pay to Polsky Center the Quarterly Fee by credit card or bank draft without notice or demand. If Polsky Center terminates this Agreement prior to the end of a quarter, Polsky Center shall refund Member a pro rata share of the Quarterly Fee applicable to the remaining portion of the quarter of termination. If Member terminates this Agreement prior to the end of a quarter, Polsky Center shall be entitled to keep the entire amount of the Quarterly Fee applicable to the quarter of termination and shall have no obligation to refund Member any portion of the Quarterly Fee applicable to such quarter.
Hours of Operation. Polsky Center may determine and change the hours of operation of the Exchange, in Polsky Center’s sole discretion, and may close the Exchange, in Polsky Center’s sole discretion, at any time and for any reason, including in order to maintain the Exchange or make repairs or improvements to the Exchange.
Use of Shared Resources. Polsky Center shall provide utilities and Ethernet and wireless internet access on an “unmetered” basis. This “unmetered” basis is premised on a good-faith understanding between Polsky Center and Member that this privilege will not be abused. Employing Polsky Center services well beyond normal office use, defined as the norm amongst other members or business incubation participants, without prior discussion, after having received notice that Polsky Center is concerned about this level of use, and having been given a reasonable opportunity to cure it, will be considered a breach of this Agreement. Most special needs can be accommodated by prior arrangement. Polsky Center is particularly sensitive to conference room use in this regard. “Normal Use” is defined as frequent short meetings throughout the day and long meetings, occasionally, although Polsky Center asks that Member has those meetings at the beginning or at the end of the day and not during peak business hours, if possible. More liberal usage during off-peak hours and weekends is fine. The larger conference rooms shall not be used by single persons for the purpose of making phone calls. In no event shall Member use the Ethernet or wireless internet for any unlawful or illegal purpose, or for viewing pornography.
Decorum. Member shall be responsible for paying for all damage to the Exchange caused by any act or omission of Member. Member shall provide Polsky Center with a valid credit card number and shall keep such credit card number valid throughout the term of this Agreement or provide Polsky Center with an alternate, valid credit card number as soon as the first number becomes invalid. Member hereby authorizes Polsky Center to charge Member’s credit card number in an amount equal to the damage to the Exchange caused by any act or omission of Member and this authorization shall survive the termination or expiration of this Agreement. Member shall not harm or damage in any way the Exchange or any part thereof, commit waste, create nuisance (including bothering or disrupting its neighbors or other members, guests, invitees, speakers, sublessees or business incubation participants at the Exchange), make any use of the Exchange which is offensive in Polsky Center’s sole opinion, nor do any act which would, in Polsky Center’s sole opinion, tend to injure the reputation of Polsky Center or the Exchange. Member agrees not to send unsolicited commercial e-mail (spam) using Polsky Center’s network, and to cooperate fully when requested by Polsky Center to remove viruses, worms, Trojans, bots and other malware from its computer systems. Member shall comply with all laws, ordinances, orders and regulations affecting Member’s business and this Agreement. Member acknowledges that no trade or occupation shall be conducted in the Exchange or use made thereof, which will be unlawful, improper or offensive, or contrary to any law or any municipal by-law or ordinance in force in the City of Chicago.
No Exclusive Rights. Member acknowledges that no exclusive rights or use have been granted or given to it by Polsky Center or Polsky Center’s agents or employees. Polsky Center shall have the right to license any space at the Exchange to anyone it chooses.
Removal of Property. Member shall, prior to expiration or other termination of this Agreement, remove all of Member’s goods and effects from the Exchange and shall deliver to Polsky Center all keys and access cards to the Exchange. In the event that any property of Member remains in the Exchange after expiration or other termination of this Agreement for any reason, it shall be deemed that it was Member’s intent that it becomes the property of Polsky Center to use, sell or dispose of as Polsky Center sees fit.
Non-solicitation of Employees of Polsky Center. Member hereby acknowledges that employees of Polsky Center have been carefully selected and/or received training from Polsky Center and Member agrees not to employ or solicit for employment any employee of Polsky Center for a period of twelve (12) months following termination of this Agreement. In the event Member does employ such an employee within twelve (12) months following termination of this Agreement in contravention of this Section 11, Member shall pay Polsky Center the sum equal to such employee’s annual salary previously paid to such employee by Polsky Center as liquidated damages and not as a penalty.
Indemnification. Member hereby agrees to indemnify, defend and hold Polsky Center and its managers, employees, trustees, agents, contractors, lessees, parents, subsidiaries, affiliates and the successors or assigns of any of the above mentioned parties (collectively, “Polsky Center Indemnitees”) harmless from and against any and all claims, actions, liens, demands, expenses and judgments for loss, damage or injury to property or persons in any way connected with, the conduct or management of Member’s business, or otherwise arising from this Agreement or Member’s activities hereunder or at the Exchange, including all costs, expenses and attorneys’ fees. Member shall also indemnify Polsky Center Indemnitees for all costs, expenses and attorneys’ fees incurred by Polsky Center to enforce this indemnity.
Waiver. Polsky Center shall not be responsible or liable for, and Member hereby expressly waives, any and all claims against Polsky Center and Polsky Center Indemnitees for injury to persons or damage to Member’s property, regardless of the cause and in the event of casualty or condemnation. Member’s property located anywhere in the Exchange shall be there at Member’s sole risk. Polsky Center and Polsky Center Indemnitees shall not be liable for, and Member waives, all claims for loss or damage to Member’s business or damage to persons or property sustained by Member or any person claiming by, through or under Member resulting from any accident or occurrence anywhere in, on or about the Exchange, including, without limitation, claims for loss, theft or damage resulting from: (a) equipment or appurtenances becoming out of repair; (b) injury done or occasioned by wind or weather; (c) any defect in or failure to operate, for whatever reason, any sprinkler, heating or air-conditioning equipment, electric wiring or the installation thereof, gas, water or steam pipes, stairs, porches, railings or walks; (d) broken glass; (e) the backing up of any sewer pipe or downspout; (f) the bursting, leaking or running of any tank, tub, washstand, water closet, waste pipe, drain or other pipe; (g) the escape of steam or water; (h) water, snow or ice being upon or coming through the roof, skylight, trap door, stairs, doorways, windows, walks or any other place upon or near the Exchange; (i) the falling of any fixture, plaster, tile, stucco or other material; (j) any act, omission or negligence of other members, any participants in the Exchange’s business incubation program or any other persons or occupants of the Exchange or of adjoining or contiguous buildings, or owners of adjacent or contiguous property or the public, or the construction of any private, public or quasi-public work; or (k) any other cause of any nature.
Subordination. Member’s rights under this Agreement shall be subject and subordinate at all times to: (a) all ground leases or underlying leases that may now exist or hereafter be executed affecting the Exchange; and (b) any mortgage or deed of trust that may now exist or hereafter be placed upon all or any portion of the Exchange or any ground leases or underlying leases for the benefit of Polsky Center.
Entire Agreement. This Agreement contains all the covenants, promises, agreements, conditions and understandings between Polsky Center and Member. There are no other agreements, either oral or written, between them other than those set forth in this Agreement.
Choice of Law. This Agreement shall be governed by, construed, and enforced in accordance with, the laws of the State of Illinois without application of its conflict of laws principles.
Amendments. The failure of Polsky Center to insist upon strict performance by Member of any of the conditions, provisions, rules and regulations, expectations and agreements in this Agreement, or to exercise any option, shall not be deemed a waiver of any of Polsky Center’s rights or remedies, and shall not be deemed a waiver. No part of this Agreement may be modified, changed, or supplemented, nor may any obligations or rights hereunder be waived, except by written instrument signed by both Polsky Center and Member.
Intellectual Property. Member shall not use the phrases “Polsky Center,” “Polsky Center for Entrepreneurship and Innovation” or “Polsky Exchange” in any name, logo or other means of identifying Member without the consent of Polsky Center; provided, however, Member may use or distribute any promotional or marketing materials prepared and provided by Polsky Center and/or the Exchange to Member. Polsky Center may use Member’s name, image or mark on its website, materials and other print and electronic publications for advertising and marketing purposes for the Exchange. Notwithstanding anything to the contrary contained within this Agreement, Polsky Center shall not have any rights or interest in any patents, trademarks, or other intellectual property developed by Licensee, whether developed in the Exchange or otherwise.
Notices. Any notice required by any provision hereof shall be given in writing and either personally delivered or delivered by electronic mail to Polsky Center or Member, as the case may be, at its respective notice address as set forth above. Every such notice shall be deemed to have been given when delivered personally, or if electronically mailed to Polsky Exchange’s or Member’s electronic mail address on file, when received by the recipient. Either party may designate another address for notice by providing notice to the other of its change of address pursuant to this provision.
This Polsky Exchange Membership Agreement is executed and effective as of the Effective Date.
 Quarterly Fee can be reduced to $0.00 for University of Chicago students.