Industrious: MEMBERSHIP AGREEMENT
Contract Date: January 19, 2024
This Membership Agreement (“Agreement”) is made by and between the Industrious entity or entities (“Industrious”) and the member (“Member”) set forth below:
Industrious | Member | ||
Name | INDUSTRIOUS BOS 131 DARTMOUTH STREET LLC | Company Name | Adicet Bio |
Location Address |
131 Dartmouth Street 3rd Floor Boston, MA 02116 | Contact Name |
Nick Harvey |
nharvey@adicetbio.com |
for access to and services relating to the following office space (the “Office Space”), at the following terms:
Office No(s). | Office Size (Seats) | Monthly Licensing Fee | Security Deposit | Conference Room Allowance |
BOSCOP059 | 3 | $3,668.25 | $5,502.38 | 8 hours per month |
BOSCOP076 | 2 | $1,799.00 | $2,698.50 | 7 hours per month |
License Start Date |
Earliest Expiration Date |
Month-to-Month Agreement | One Month Termination Option (Month-to-Month Agreements Only) |
Autopay Opt- Out Surcharge |
February 01, 2024 |
January 31, 2025 |
No |
No | $45 per month (USD) |
* PLEASE NOTE THAT THIS AGREEMENT CONTAINS AUTO-RENEWAL TERMS AS SET FORTH BELOW AND IN SECTION 7(M). PLEASE REVIEW THIS LANGUAGE CAREFULLY BEFORE SIGNING THIS AGREEMENT.
The Agreement comprises this signature page and the Industrious Membership Terms and Conditions, together with any attached or referenced authorizations exhibits, and schedules. Optional services are available, as set forth on the attached initial fee schedule, which fees are subject to change from time to time with reasonable advance notice to Member.
The initial Agreement term (the “Initial Term”) will commence on the License Start Date and end on the Earliest Expiration Date (each as specified above). Upon expiration of the Initial Term, this Agreement shall automatically renew (each a "Renewal Term") for an additional successive term equal in length to the Initial Term, unless Member provides written notice of non-renewal (a “Non-Renewal Notice”) to Industrious at least two (2) calendar months prior to the end of the then-current term, or unless sooner terminated as provided in Section 2. As used in this Agreement, the “Term” will include the Initial Term and any Renewal Term.
If the Term is renewed for any Renewal Terms pursuant to this Section, the terms and conditions of this Agreement during each such Renewal Term shall be the same as the terms and conditions in effect immediately prior to such renewal, subject to any change in the Licensing Fees and other fees payable hereunder by Member during the applicable Renewal Term as set forth in Section 7(m). If Member provides timely notice of its intent not to renew this Agreement, then, unless otherwise sooner terminated in accordance with its terms, this Agreement shall terminate on the expiration of the then-current Term.
Simultaneously with Member’s execution of this Agreement, Member will deliver to Industrious a security deposit in the amount described above (the “Security Deposit”); provided that if the Premises (as defined hereunder) has not yet opened for business as of the Contract Date, and if the License Start Date is more than thirty (30) days after the Contract Date, Twenty (20) % of the Security Deposit must be paid upon execution of this Agreement by Member and the balance of the Security Deposit must be paid no later than thirty (30) days prior to the License Start Date.
This Agreement may be executed in counterparts, each of which will be deemed an original and all of which taken together will constitute one and the same agreement. Signatures to this Agreement transmitted by electronic means will be valid and effective to bind the party so signing. This Agreement will not be valid until approved and signed by an authorized representative of each party hereto.
[Signature Page to Follow]
By signing below, each party acknowledges that it has read and understood this Agreement and agrees to be bound by its terms, effective as of the Contract Date set forth above.
Industrious: | Member: |
By: /s/ Liza Greenberg |
By: /s/ Nick Harvey |
Name: Liza Greenberg
|
Company Name: Adicet Bio |
Title: Industrious Team |
Contact Name: Nick Harvey |
|
Title: CFO |
Industrious Membership Agreement Signature Page
Industrious OPTIONAL SERVICES
(additional fees required)
Industrious
MEMBERSHIP TERMS AND CONDITIONS
These Membership Terms and Conditions are incorporated into and made part of the Membership Agreement (“Agreement”) entered into by and between the Industrious entity or entities (“Industrious”) and the member (“Member”) set forth on the Agreement signature page. Capitalized terms not otherwise defined herein have the meanings ascribed to them on the Agreement signature page.
Section 1. Office Space and Services
person acting on behalf of Industrious or its affiliates arising from or in conjunction with the installation or use of such Software.
Section 2. Term and Termination of Agreement
cancels Autopay and does not provide an alternative payment credential to be used for future Autopay payments as part of the cancellation procedure.
Section 3. Fees
funds, as set forth in fee schedules published or posted by Industrious from time to time. Member acknowledges that all fees are subject to change from time to time at the discretion of Industrious. Any late fees or charges are in addition to any other rights and remedies Industrious may have for Member’s breach of this Agreement.
non-sufficient funds, etc.). Notwithstanding the foregoing, Industrious shall not terminate any Member for opting out of Autopay or upon the rejection or declining of any Autopay payment, provided Member agrees to pay and promptly pays the Autopay Opt Out Surcharge, as set forth herein.
Section 4. Member Obligations
refrain from any activities that may be disruptive, a nuisance or an annoyance, including but not limited to, acts of disorderly nature or excessive noise. Member may not conduct any activity which may be hazardous to other persons in the building. Industrious may determine at its sole discretion what activities may be deemed offensive, disruptive or hazardous.
Section 5. Intellectual Property and Confidentiality
Section 6. Liability
attorney fees (collectively, “Claim(s)”), to the extent resulting from or arising out of (i) any breach of this Agreement by Member or Member’s owners, officers, employees, agents, or invitees; or (ii) any actions, errors, omissions, negligence, willful misconduct or fraud of Member or Member’s owners, officers, employees, agents or invitees. If any such Claim is brought against any of the Industrious Parties, Member will defend the Claim at Member’s expense, using counsel approved by Industrious in writing, such approval not to be unreasonably withheld, provided that Industrious will at all times have the right to participate in such defense at its own expense. The Industrious Parties’ refusal to consent to a settlement shall not be deemed unreasonable when the proposed settlement requires or results in the Industrious Parties, or any one of them, admitting to any wrongdoing or liability.
covered by Member’s insurance, Industrious, without imposing any liability on Industrious or waiving any rights Industrious has with regard to Member’s breach, may, but will not be obligated to, make a claim under any insurance policy carried by Industrious to cover such Claim, in which event Member will be liable to Industrious for all costs and expenses of Industrious to cover such Claim, including, but not limited to, the applicable deductible and a reasonable portion of the premium as determined by Industrious. Industrious, at its expense, will maintain during the Term insurance in such amounts as required under Industrious’s lease, management agreement or other agreement to operate and manage the Premises as co-working space with its Landlord for the Premises (as applicable, the “Lease”).
Section 7. General
will pursue or participate in any claim against the other in a representative or private attorney general capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. This class action waiver precludes Industrious and Member from pursuing, participating in, or being represented in any class, consolidated, or representative action regarding any claim against the other.
execution of this Agreement. Notices of non-renewal by Member may, at the Member’s option, be delivered by email to the Industrious email address provided to Member upon execution of this Agreement. Delivery of notices by email hereunder will be deemed effective upon transmission. Each party may update its respective address and/or e-mail address from time to time upon written notice to the other. Member must promptly provide Industrious with any change of address, e-mail address and other contact information (including phone number). Member agrees to accept community-wide emails sent out to all members by Industrious from time to time, which will be the responsibility of Member to review.
Industrious: MEMBERSHIP AGREEMENT
Contract Date: March 12, 2024
This Membership Agreement (“Agreement”) is made by and between the Industrious entity or entities (“Industrious”) and the member (“Member”) set forth below:
Industrious | Member | ||
Name | INDUSTRIOUS BOS 131 DARTMOUTH STREET LLC | Company Name | Adicet Bio |
Location Address |
131 Dartmouth Street 3rd Floor Boston, MA 02116 |
Contact Name |
Nick Harvey |
nharvey@adicetbio.com |
for access to and services relating to the following office space (the “Office Space”), at the following terms:
Office No(s). | Office Size (Seats) | Monthly Licensing Fee | Security Deposit | Conference Room Allowance |
BOSCOP077 |
4 |
3933.00 USD |
5899.50 USD |
9 hours per month |
Totals | 4 | 3933 USD | 5899.5 USD | 9 hour(s) per month |
License Start Date |
Earliest Expiration Date |
Month-to-Month Agreement | One Month Termination Option (Month-to-Month Agreements Only) |
Autopay Opt- Out Surcharge |
May 01, 2024 |
April 30, 2025 |
No |
No | $45 per month (USD) |
* PLEASE NOTE THAT THIS AGREEMENT CONTAINS AUTO-RENEWAL TERMS AS SET FORTH BELOW AND IN SECTION 7(M). PLEASE REVIEW THIS LANGUAGE CAREFULLY BEFORE SIGNING THIS AGREEMENT.
The Agreement comprises this signature page and the Industrious Membership Terms and Conditions, together with any attached or referenced authorizations exhibits, and schedules. Optional services are available, as set forth on the attached initial fee schedule, which fees are subject to change from time to time with reasonable advance notice to Member.
The initial Agreement term (the “Initial Term”) will commence on the License Start Date and end on the Earliest Expiration Date (each as specified above). Upon expiration of the Initial Term, this Agreement shall automatically renew (each a "Renewal Term") for an additional successive term equal in length to the Initial Term, unless Member provides written notice of non-renewal (a “Non-Renewal Notice”) to Industrious at least two (2) calendar months prior to the end of the then-current term, or unless sooner terminated as provided in Section 2. As used in this Agreement, the “Term” will include the Initial Term and any Renewal Term.
If the Term is renewed for any Renewal Terms pursuant to this Section, the terms and conditions of this Agreement during each such Renewal Term shall be the same as the terms and conditions in effect immediately prior to such renewal, subject to any change in the Licensing Fees and other fees payable hereunder by Member during the applicable Renewal Term as set forth in Section 7(m). If Member provides timely notice of its intent not to renew this Agreement, then, unless otherwise sooner terminated in accordance with its terms, this Agreement shall terminate on the expiration of the then-current Term.
Simultaneously with Member’s execution of this Agreement, Member will deliver to Industrious a security deposit in the amount described above (the “Security Deposit”); provided that if the Premises (as defined hereunder) has not yet opened for business as of the Contract Date, and if the License Start Date is more than thirty (30) days after the Contract Date, Twenty (20) % of the Security Deposit must be paid upon execution of this Agreement by Member and the balance of the Security Deposit must be paid no later than thirty (30) days prior to the License Start Date.
This Agreement may be executed in counterparts, each of which will be deemed an original and all of which taken together will constitute one and the same agreement. Signatures to this Agreement transmitted by electronic means will be valid and effective to bind the party so signing. This Agreement will not be valid until approved and signed by an authorized representative of each party hereto.
[Signature Page to Follow]
By signing below, each party acknowledges that it has read and understood this Agreement and agrees to be bound by its terms, effective as of the Contract Date set forth above.
Industrious: | Member: |
By: /s/ Liza Greenberg |
By: /s/ Nick Harvey |
Name: Liza Greenberg
|
Company Name: Adicet Bio |
Title: Industrious Team |
Contact Name: Nick Harvey |
|
Title: CFO |
Industrious Membership Agreement Signature Page
Industrious OPTIONAL SERVICES
(additional fees required)
Industrious
MEMBERSHIP TERMS AND CONDITIONS
These Membership Terms and Conditions are incorporated into and made part of the Membership Agreement (“Agreement”) entered into by and between the Industrious entity or entities (“Industrious”) and the member (“Member”) set forth on the Agreement signature page. Capitalized terms not otherwise defined herein have the meanings ascribed to them on the Agreement signature page.
Section 1. Office Space and Services
person acting on behalf of Industrious or its affiliates arising from or in conjunction with the installation or use of such Software.
Section 2. Term and Termination of Agreement
cancels Autopay and does not provide an alternative payment credential to be used for future Autopay payments as part of the cancellation procedure.
Section 3. Fees
funds, as set forth in fee schedules published or posted by Industrious from time to time. Member acknowledges that all fees are subject to change from time to time at the discretion of Industrious. Any late fees or charges are in addition to any other rights and remedies Industrious may have for Member’s breach of this Agreement.
non-sufficient funds, etc.). Notwithstanding the foregoing, Industrious shall not terminate any Member for opting out of Autopay or upon the rejection or declining of any Autopay payment, provided Member agrees to pay and promptly pays the Autopay Opt Out Surcharge, as set forth herein.
Section 4. Member Obligations
refrain from any activities that may be disruptive, a nuisance or an annoyance, including but not limited to, acts of disorderly nature or excessive noise. Member may not conduct any activity which may be hazardous to other persons in the building. Industrious may determine at its sole discretion what activities may be deemed offensive, disruptive or hazardous.
Section 5. Intellectual Property and Confidentiality
Section 6. Liability
attorney fees (collectively, “Claim(s)”), to the extent resulting from or arising out of (i) any breach of this Agreement by Member or Member’s owners, officers, employees, agents, or invitees; or (ii) any actions, errors, omissions, negligence, willful misconduct or fraud of Member or Member’s owners, officers, employees, agents or invitees. If any such Claim is brought against any of the Industrious Parties, Member will defend the Claim at Member’s expense, using counsel approved by Industrious in writing, such approval not to be unreasonably withheld, provided that Industrious will at all times have the right to participate in such defense at its own expense. The Industrious Parties’ refusal to consent to a settlement shall not be deemed unreasonable when the proposed settlement requires or results in the Industrious Parties, or any one of them, admitting to any wrongdoing or liability.
covered by Member’s insurance, Industrious, without imposing any liability on Industrious or waiving any rights Industrious has with regard to Member’s breach, may, but will not be obligated to, make a claim under any insurance policy carried by Industrious to cover such Claim, in which event Member will be liable to Industrious for all costs and expenses of Industrious to cover such Claim, including, but not limited to, the applicable deductible and a reasonable portion of the premium as determined by Industrious. Industrious, at its expense, will maintain during the Term insurance in such amounts as required under Industrious’s lease, management agreement or other agreement to operate and manage the Premises as co-working space with its Landlord for the Premises (as applicable, the “Lease”).
Section 7. General
will pursue or participate in any claim against the other in a representative or private attorney general capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. This class action waiver precludes Industrious and Member from pursuing, participating in, or being represented in any class, consolidated, or representative action regarding any claim against the other.
execution of this Agreement. Notices of non-renewal by Member may, at the Member’s option, be delivered by email to the Industrious email address provided to Member upon execution of this Agreement. Delivery of notices by email hereunder will be deemed effective upon transmission. Each party may update its respective address and/or e-mail address from time to time upon written notice to the other. Member must promptly provide Industrious with any change of address, e-mail address and other contact information (including phone number). Member agrees to accept community-wide emails sent out to all members by Industrious from time to time, which will be the responsibility of Member to review.