1/31/2025
MakeUtah
(Pioneer Village Institute)
Space License Agreement
This Incubator Space License Agreement (“Agreement”) is made as of (date on invoice) (the “Effective Date”), by and between (Member Name/Company Name) , (“Licensee”) and Pioneer Village Institute dba MakeUtah, a Utah nonprofit corporation ( “MakeUtah”) (Licensee and MakeUtah each referred to as a “Party” and both collectively as the “Parties”). Licensee may be an individual or a Company as indicated in the signature block of this Agreement. If Licensee is a Company, all members, guests and invitees of Company shall be bound by the terms of this Agreement.
WHEREAS MakeUtah provides available space that is located at 389 South 1300 West, Bldg C2, Pleasant Grove, Utah (the “Premises”) to various individuals and companies in conjunction with MakeUtah’s mission; and
WHEREAS MakeUtah has agreements and arrangements with various partners, including but not limited to iHub, doTerra, and Teen Entrepreneurship Association (“Partners”); and
WHEREAS Licensee desires to occupy space at the Premises as a member of MakeUtah or in conjunction with a relationship with MakeUtah’s Partners; therefore
IN CONSIDERATION of the mutual covenants and agreements herein contained, MakeUtah grants a license to occupy space at the Premises to Licensee, and Licensee agrees to be bound by the terms and conditions outlined herein.
Terms of Agreement:
1. License Agreement – The Parties agree that this License Agreement conveys a License to occupy the Premises (“License”) and is provided to the Licensee in connection with the Licensee’s association with MakeUtah and its various Partners. This License is classified as a general use license. The Parties recognize and acknowledge there are varying levels of membership MakeUtah offers and access to services and facilities within and outside the Premises may vary depending on membership level. Licensee agrees to access service and facilities only associated with its respective membership with MakeUtah.
a. Membership Levels:
i. Resident Membership Level
See Addendum A
ii. Access Membership Level
See Addendum B
iii. Support Membership Level
See Addendum C
2. Term – The term for this License Agreement shall commence on the Effective Date and shall continue for one (1) month or as specified in the Addendum from the Effective Date (the “Term”) and shall automatically renew each new month. To terminate, a 30 day notice must be given in writing to info@makeutah.org.
3. Terms of Use – The Parties agree on the following terms:
a. Assigned Space – Subject to the terms and conditions of this License Agreement, MakeUtah hereby grants to Licensee a limited, revocable and personal license, without right to grant sublicenses, to access and use the Assigned Incubator Space, namely the use of offices, cubicles, or tabletops located within the Premises to be determined by MakeUtah (the “Assigned Space”). This assignment will generally be one office, cubicle, or tabletop per Licensee Member (Member being a significant equity holder in the Licensee) unless more space is authorized by the MakeUtah staff or outlined in a signed addendum to this agreement. Spaces will be assigned at the sole discretion of MakeUtah, upon the completion of necessary agreements and intake processes. Resident Members will have priority over Access Members and Support Members for assigned spaces.
b. Not a Lease – Neither this License Agreement nor any other license between Licensee and MakeUtah is, or will be deemed to constitute, a lease or a conveyance of the Assigned Incubator Space or any portion thereof by MakeUtah to Licensee, or to confer upon Licensee any right, title estate, or interest in the Assigned Incubator Space, except for the express rights granted to Licensee pursuant to this License Agreement. Notwithstanding the fact that (i) this License Agreement is a conditional license and not a lease, (ii) no landlord-tenant laws govern this License Agreement, and (iii) Licensee cannot invoke tenant rights or privileges with respect to the Assigned Incubator Space, User hereby specifically waives any and all rights that it may have under any landlord-tenant laws.
c. Authorized Users – Licensee shall not permit the Assigned Space to be accessed or used by any person who is not an employee, agent, registered guest, or other person acting on its behalf without prior written approval from MakeUtah. Under no circumstances shall the Licensee’s use rights in the Assigned Space be extended or assigned to unrelated organizations or parties for any purpose unless specifically authorized by MakeUtah in writing. In the event such authorization is given and unless otherwise agreed, any such approved user shall be subject to and governed by the terms and conditions of this License Agreement, as well as any and all security requirements of MakeUtah. Licensee agrees it shall remain responsible for use of the Assigned Space under this License Agreement at all times. MakeUtah reserves the right to deny access at any time to the Premises and Assigned Space, at its sole discretion, to any person MakeUtah believes represents a safety or security risk to other people or the Premises.
d. Common Spaces – Licensee will have access to the break room, conference rooms, restrooms, gathering areas, the natural walkways that allow ingress and regress from Assigned Spaces, and the like (the “Common Areas”). Access to some areas may be limited or restricted at times. Resident Members of MakeUtah have first consideration for use of conference rooms. The Common Areas does not include other companies Assigned Spaces, private offices, and private cubicles.
e. Parking Requirements – Parking spaces in the Parking Lot adjacent to the Premises are available for all Members only in accordance with MakeUtah policies. The Licensee agrees to follow all parking rules and policies of MakeUtah, which may change from time to time.
f. MakeUtah Access – Notwithstanding anything contained herein to the contrary, Licensee shall permit MakeUtah and its authorized agents access to the Assigned Space at all reasonable times with prior notice for the purpose of inspecting the same, assessing Licensee’s compliance with the terms and conditions of this License Agreement, or cleaning, making repairs, or maintaining the Assigned Space and/or Premises.
g. Permissible Uses of Assigned Space – Licensee shall use the Assigned Space solely for general office use and no other purpose. Notwithstanding the foregoing, Licensee shall not do anything, nor permit any of its agents, employees, guests, or invitees to do anything, that (i) may interfere with the use of MakeUtah or by others, (ii) causes any nuisance or annoyance, (iii) by its conduct increases the insurance premiums that MakeUtah has to pay, or (iv) causes loss or damage to the Premises or MakeUtah (including damage to reputation) or to the personal property of the MakeUtah or of any other third party at the MakeUtah. Please ask if you are unsure at any time regarding conduct.
h. Rules of Conduct – Licensee shall ensure that its conduct and use of the Assigned Space, and the conduct of Licensee’s agents, employees, guests, and invitees while at MakeUtah, shall comply with the Rules of Conduct outlined in the Rules of Conduct Attachment to this Agreement, which Rules of Conduct are subject to change by MakeUtah in its sole and absolute discretion from time to time. Changes to the Rules of Conduct will be made available and communicated via email to all Licensees at the time such changes are made.
i. Inspection of Assigned Space – Licensee has inspected the Assigned Space and found the same to be acceptable for Licensee’s intended purpose. MakeUtah shall make available and Licensee agrees to accept the Assigned Space in its current “as is” condition without representation or warranty of any kind. MakeUtah shall have no obligation to construct any improvements to the Assigned Space. Licensee shall maintain the Assigned Space in a safe, clean, and sanitary manner.
j. No Permanent Alterations of Assigned Space – Licensee shall not permanently alter any part of the Assigned Space and shall exercise reasonable care in accessing and using the Assigned Space, its equipment, fixtures, fittings and furnishings. Licensee shall be liable to MakeUtah for any damage caused by Licensee or its agents, employees, guests, or invitees.
4. Network/Internet/Telephone
a. Network Usage – MakeUtah offers internet connections through its wired and wireless network within the Premises (the “iHub Network”) to its members. MakeUtah shall provide Licensee a Wi-Fi access code and password. The Licensee shall not share or otherwise provide the Wi-Fi access code and/or password to others, doing so shall constitute a breach of this License Agreement for which the MakeUtah may terminate this License Agreement as provided in Section 8. MakeUtah may provide Wi-Fi access to and password to guests at its sole and absolute discretion. At MakeUtah’s sole discretion, it may require a Licensee to change its utilization of the MakeUtah Network if it determines the Licensee’s usage is creating an adverse effect on the MakeUtah Network. The internet may not be used to access or download prohibited materials or services including but not limited to: Illegal activities such as requesting or providing services on the dark web, downloading pornography or pirated media, torrenting in any form or other prohibited internet activities as defined in doTerra AUP are not allowed and will result in the immediate removal of the Licensee from the premises and a permanent ban from all MakeUtah activities.
b. Telephone Services: MakeUtah does not provide telephone services at the Premises. Each Licensee will be responsible for its own telephone services, including any charges or fees associated with telephone services.
c. Network Security MakeUtah does not make any representations as to the stability or security of the iHub/Doterra Network. The Licensee shall adopt whatever security measures (such as encryption) Licensee believes are appropriate to its circumstances. MakeUtah cannot guarantee and does not guarantee that a particular degree of availability will be attained in connection with Licensee’s use of the MakeUtah Network.
5. Confidentiality
a. “Confidential Information” Defined: The term “Confidential Information” means any and all data or information relating to a party hereto, whether business or personal, which would reasonably be considered to be private or proprietary to such party and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to that party.
b. Licensee Duty Regarding Confidential Information: Each Licensee agrees that it, or any member, employee, or associate of the Licensee, whether a party to this Agreement or otherwise, will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which such Licensee has obtained through its use or occupation of the Premises, except as authorized by MakeUtah or as required by law. These obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this License Agreement.
6. Fees/Taxes – Licensee shall be responsible for all taxes, fees, permits, licenses, and the like, necessary to carry out Licensee’s ordinary course of business.
7. Insurance – Licensee shall, at Licensee’s sole expense, procure, maintain, and keep in force for the duration of the License Agreement the insurance necessary to effectively carry out Licensee business and cover potential Licensee liability.
a. Waiver of Subrogation – Licensee hereby releases MakeUtah from any and all liability and waives all right of recovery against MakeUtah for workers compensation claims, for any property loss or damage covered by MakeUtah’s own property insurance policy or policies, or Licensee’s actually carried or required to be carried under this License Agreement, and in the event of such insured loss, it is agreed that Licensee’s insurance shall have no subrogation claim against MakeUtah.
8. Termination of License Agreement
a. Notice – Termination by either party upon 30 days written notice.
b. No Refund – Upon termination of this License Agreement for any reason, there may be no refund of any funds paid to MakeUtah.
c. MakeUtah Termination – MakeUtah may immediately terminate this License Agreement upon written notice to Licensee if: (i) MakeUtah’s right to occupy the Premises terminates for any reason, (ii) Licensee becomes insolvent, bankrupt, goes into liquidation, or becomes unable to pay its debts as they fall due, (iii) is in breach of Licensee’s obligations hereunder or under the Service Agreement which cannot be cured, or which MakeUtah has given Licensee written notice to cure and which Licensee has failed to cure within fifteen (15) days after the date of such notice, (iv) Licensee’s Service Agreement has terminated, or (v) Licensee’s conduct, or that of someone at the Premises with its permission or invitation, is in violation of this Agreement.
d. Licensee Termination – Licensee may terminate this License Agreement if MakeUtah fails to materially comply with any term or condition of this License Agreement, and does not cure such noncompliance within thirty (30) days written notice from Licensee.
e. No Holdover – Licensee cannot holdover. On the last day of the Term hereof, including or on any sooner termination, Licensee shall surrender the Assigned Space to MakeUtah in good, clean, and safe condition. If MakeUtah determines at its discretion that Licensee, its agents, employees, guests, or invitees have caused any damage to the Assigned Space, Common Spaces or the Premises, Licensee shall reimburse MakeUtah for any and all costs incurred by MakeUtah to repair and/or restore such damage above and beyond the value of the deposit.
f. Abandoned Property – Upon termination of this License Agreement by either Party and for any permitted reason, Licensee shall remove Licensee’s personal property, intellectual property, and equipment from the Assigned Space within 24 hours of termination of the License Agreement. If Licensee leaves any personal property or equipment in the Assigned Space following termination of this License Agreement, MakeUtah may keep it or may dispose of it, in MakeUtahs’s sole and absolute discretion. This may include, but is not limited to, any property that may be deemed to be confidential or proprietary information or property.
9. Limitation of Liability – Licensee recognizes that MakeUtah has no responsibility for the safeguarding of any computer, equipment, papers, or other materials Licensee may bring onto the Premises. Notwithstanding anything to the contrary contained in this License Agreement, and to the maximum extent permitted by applicable law, in no event shall MakeUtah be responsible or liable to the Licensee whatsoever for any loss or damage Licensee suffers, or claims to suffer, in connection with this License Agreement, the services provided for herein, or the Assigned Space, regardless of whether such loss or damage arises from claims based upon contract, negligence, tort (including strict liability or other legal theory), or a breach of any covenant (express or implied) of this License Agreement, and regardless of whether MakeUtah was advised or had reason to know of the possibility of incurring such loss or damage in advance. MakeUtah is not responsible for lost, stolen, or damaged items. MakeUtah is further not liable for any loss resulting from MakeUtah’s failure to provide any service under this License Agreement, provided such failure is a result of mechanical breakdown, or termination of MakeUtah’s interest in the Premises. Licensee agrees that MakeUtah will not in any circumstances have any liability for loss of business, loss of goodwill, loss of profits, loss of anticipated savings or funding, loss of or damage to data, third party claims or any indirect, consequential, incidental, or punitive damages. MakeUtah strongly advises Licensee to insure against all such potential loss, damage, expense, or liability. In no event shall MakeUtah’s aggregate liability exceed the value of any equity interest assigned to MakeUtah by Licensee. The foregoing limitations shall apply even if MakeUtah is apprised of the possibility of such loss, damage, expense, or liability, or there is a failure of any specific remedy set forth herein.
10. Indemnity – Licensee agrees and covenants to defend, indemnify and hold harmless MakeUtah, its directors, officers, employees, agents, affiliates and members (collectively the “Covered Entities”) from and against any and all costs, expenses, damages, claims, lawsuits, judgments, losses, and/or liabilities (including attorney fees) (collectively, “Costs”) arising either directly or indirectly from or related to any and all claims made by or against any of the Covered Entities alleging: (i) infringement or misappropriation of any intellectual property rights; (ii) injury to person or property caused by or related to Licensee’s operations, including but not limited to any violation of the Rules of Conduct of MakeUtah; (iii) any damage or destruction to the Assigned Space, Common Space, or any other property owned by MakeUtah, Building Owner, or another Covered Entity, which damage, in whole or in part, is caused by or results from acts or omissions by Licensee, its officers, agents, employees, visitors, guests, invitees, or representatives (each a “Licensee Representative”); (iv) any property damage or personal injury to any Licensee Representative arising out of such individual’s activities at or leaving the Assigned Space or Premises; (v) any damage arising from or related to the Licensee’s equipment or Licensee’s business; (vi) any damage arising from or relating to any act or failure to act by Licensee or any Licensee Representative, which may occur during or may arise out of or relate to the performance of this License Agreement (collectively, the “Covered Claims”). In the event of a Covered Claim, the Covered Entity may select its own counsel to participate in the defense of such Covered Claim. Licensee will not settle a Covered Claim in a manner that imposes liability or obligation upon any Covered Entity.
11. No Representations or Warranties – MakeUtah makes no representation or warranty, express or implied, regarding the Assigned Space, the Premises or otherwise in connection with this License Agreement, and hereby excludes any warranty of merchantability, suitability or fitness for a particular purpose, or noninfringement. The Assigned Space and Premises are provided “as is”. Licensee and Licensee’s Representatives use the Assigned Space and MakeUtah Premises at their own risk.
12. Notices – All notices pertaining to this License Agreement must be in writing (which may include, but is not limited to email) and shall be deemed properly given and received when actually delivered and received or three (3) business days after deposited in the United States mails, if sent by certified mail, return receipt requested, postage prepaid, addressed to the respective Party, or by email. Notices to the Parties shall be addressed as follows:
a. Licensee Name
b. MakeUtah: 389 South 1300 West, Bldg C2, Pleasant Grove, UT. Email: info@makeutah.org
13. General
a. Licensee Confidential Information – MakeUtah does not need access to and is not responsible for Licensee’s confidential information, and Licensee covenants not to provide MakeUtah with access to its confidential information, unless otherwise agreed to in writing by the Parties or required by law. Licensee also acknowledges and agrees that other members are on the Premises who may have confidential information, Licensee agrees to not access, relay, share, discuss, transmit, or copy any confidential information from other members on the Premises. A violation of this Confidentiality clause is a material breach of this License Agreement and Licensee may be cause for immediate termination of this License Agreement.
b. No Bullying or Harassing- The Parties acknowledge that there will be many people with varying backgrounds and personalities. Licensee agrees to treat everyone with respect and not engage in any type of bullying or harassment of any type while a holder of this License whether that behavior occurs on the Premises or away from the Premises. Evidence of bullying or harassing behavior is grounds for immediate termination of this Agreement.
c. Background Check – Licensee acknowledges that itself and all Licensee Representatives may be required to undergo a background check (at the Licensee’s cost) before any Licensee or a Licensee Representative is granted access to or use of the Premises or Assigned Space. This License Agreement may be contingent upon successful completion of a background check, successful being defined by MakeUtah in its sole and absolute discretion. This Background Check requirement may be waived or exercised at the sole and absolute discretion of MakeUtah.
d. Compliance with Law – Licensee acknowledges and agrees it shall comply with all local, state, and federal laws and regulations in the conduct of its business and use of the Assigned Space and the Premises.
e. Choice of Law – This License Agreement shall be construed in accordance with and be governed by the laws of the State of Utah. All Parties hereto consent to the personal jurisdiction of any state or federal court of competent jurisdiction located in Utah County, Utah state and to
the service of process by any means authorized by any such state or federal court or under the laws of the State of Utah. The exclusive venue of any action, proceeding, or counterclaim arising out of, related to, or in connection with this License Agreement shall be Utah County, Utah.
f. Waiver of Jury Trial – Each Party hereby waives any right which it may otherwise have at law or in equity to a trial by jury in connection with any suit or proceeding at law or in equity brought by the other against the waiving Party or which otherwise arises out of, relates to, or is brought in connection with this License Agreement.
g. No Assignment – This License Agreement shall be binding upon and inure solely to the benefit of the Parties, and shall not be assignable by either Party without the prior written consent of the other Party.
h. Entire Agreement – Unless otherwise specified herein, this License Agreement and its exhibits, along with the Service Agreement and IAFE Agreement, constitute the entire understanding between the Parties regarding Licensee’s use of the Assigned Space and Premises, and supersedes all prior and contemporaneous communications, representations, understandings, solicitations, offers, and agreements (whether oral or written) relating thereto. This License Agreement may be amended by and only by an instrument executed and delivered by each Party hereto.
i. No Waiver – No Party hereto shall be deemed to have waived the exercise of any right which it holds hereunder unless such waiver is made expressly and in writing (and, without limiting the generality of the foregoing, no delay or omission by any Party hereto in exercising any such right shall be deemed a waiver of its future exercise). No such waiver made in any instance involving the exercise of any such right shall be deemed a waiver as to any other such instance or any other such right.
j. Force Majeure– If MakeUtah or Licensee is delayed or prevented from the performance of any act required hereunder by reason of acts of God, strikes, lockouts, labor troubles, civil disorder, terrorism (including but not limited to hacking), acts of war, severe weather, inability to procure materials, restrictive governmental laws or regulations, or other cause without fault and beyond the reasonable control of MakeUtah or Licensee (financial inability excepted), performance of such act shall be excused for the period of delay.
k. Remedies Cumulative – No reference to any specific right or remedy shall preclude either Party from exercising any other right or from having any other remedy or from maintaining any action to which it may otherwise be entitled at law or in equity.
l. Severability – No determination by any court, governmental or administrative body or agency or otherwise that any provision of this License Agreement or any amendment hereof is invalid or unenforceable in any instance shall affect the validity or enforceability of (a) any other provision hereof, or (b) such provision in any circumstance not controlled by such determination. Each such provision shall remain valid and enforceable to the fullest extent allowed by and shall be construed wherever possible as being consistent with, applicable law.
m. Authority – Licensee acknowledges and agrees the person executing this License Agreement on behalf of Licensee represents and warrants that (a) Licensee is duly organized and validly existing and (b) this License Agreement (i) has been authorized by all necessary parties, (ii) is validly executed by an authorized officer or agent of Licensee, and (iii) is binding upon and enforceable against Licensee in accordance with its terms.
n. Time of the Essence – Time shall be of the essence with respect to the performance of the Parties’ obligations under this Use Agreement.
o. Interpretation – MakeUtah and Licensee hereby agree that both Parties were equally influential in preparing and negotiating this License Agreement, and each had the opportunity to seek the advice of legal counsel prior to the execution of this License Agreement. Therefore, MakeUtah and Licensee agree that no presumption should arise construing this License Agreement more unfavorably against any one Party.
p. Headings – The headings of the sections, subsections, paragraphs, and subparagraphs hereof are provided herein for and only for convenience of reference and shall not be considered in construing their contents.
q. Construction – As used herein, all references made (a) in the neuter, masculine, or feminine gender shall be deemed to have been made in all such genders; (b) in the singular or plural number shall be deemed to have been made, respectively, in the plural or singular number as well; and (c) to any section, subsection, paragraph, or subparagraph shall be deemed, unless otherwise expressly indicated, to have been made to such section, subsection, paragraph, or subparagraph of this License Agreement.