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Legal Agreement: Terms of Service
- Description of Services.
Venture X may provide you with access to office space, work stations, Internet access, office equipment, conference space, knowledge resources, and other services as Venture X may provide from time to time (collectively, “Services”). The provision of the Services by Venture X are at all times subject to the terms of this Agreement. Venture X reserves the right to charge an additional fee if the Member’s requested Services are beyond Venture X’s normal scope of services, in Venture X’s sole discretion.
- No Unlawful or Prohibited Use; Compliance with Laws.
You agree not to use the Services for any purpose that is unlawful or prohibited by this Agreement.
You may not use the Services in any manner that could damage, disable, overburden, or impair any Venture X server, or the network(s) connected to any Venture X server, or interfere with any other party's use and enjoyment of any Services. You may not attempt to gain unauthorized access to any Services, accounts, computer systems or networks connected to any Venture X server or to any of the Services, through hacking, password mining, or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services.
You hereby represent and warrant that you have all requisite legal power and authority to enter into and abide by the terms of this Agreement and no further authorization or approval is necessary. You further represent and warrant that your participation or use of the Services will not conflict with or result in any breach of any license, contract, agreement or other instrument or obligation to which you are a party.
You must comply with all relevant laws and regulations in the conduct of your business. You must not do anything that may interfere with the use of the Premises by the staff or other members (including but not limited to political campaigning or immoral activity), cause any nuisance or annoyance, or cause loss or damage to Venture X (including damage to reputation) or to the owner of any interest in the Premises.
- Restrictions on Use. Venture X reserves the right to restrict your use of the Premises and the Services, from time to time, to host special events. To the extent Venture X exercises its right under this Section 4, it shall notify you at least one week prior to the occurrence of the special event. Such notification shall include the exact time period for which you will be restricted from accessing the Premises and the Services and any other relevant information relating thereto.
- Use of Services. You agree that when participating in or using the Services, you will not:
- Use the Services in connection with contests, pyramid schemes, chain letters, junk e-mail, spamming or any duplicative or unsolicited message (commercial or otherwise);
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
- Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through the Services;
- Upload, reproduce, use or otherwise make available, files that contain images, photographs, software or other material or information that infringes another party's rights or is protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same;
- Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party;
- Upload files that contain viruses, Trojan Horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property of another;
- Download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;
- Restrict or inhibit any other user from using and enjoying the Services;
- Violate any code of conduct of other guidelines which may be applicable for any particular Service (including The House Rules);
- Harvest or otherwise collect information about others, including e-mail addresses, without the authorization or consent of the disclosing party;
- Violate any applicable laws or regulations;
- Create a false identity for the purpose of misleading others;
- Operate a business that competes with Venture X;
- Use the address of the Premises as Member’s registered office address unless it is permitted by applicable law and Member obtains Venture X’s prior written consent. Member acknowledges that if Member is permitted to use the Premises’ address, Member agrees to pay an additional fee for such service. Venture X has no obligation to store Member’s mail or packages for more than thirty (30) days after the termination of Member’s membership;
- Use the Premises for purposes other than commercial office space;
- Allow for frequent visits from others who are not a “Member’s Additional User” disclosed in this Agreement.
- Obstruct any entranceway, create any circumstances of disrepair or damage any of Venture X’s property or the Premises;
- Bring any pets onto the Premises, unless it is a service animal;
- Use cellular phones or other communication devices in a manner that will be disruptive to other members. In the interest of maintaining a peaceful environment, Venture X requests that all members and visitors turn their phones to vibrate while in the Premises. We also ask that members use headphones, phone booth areas or meeting rooms for calls longer than three minutes;
- Exceed the following usage limitations in relation to the shared conference space: You may not have more than twelve (12) individuals total in the Runway 7 and Runway 21 large conference rooms, and eight (8) individuals total in the Control Tower Meeting Room. You acknowledge that all monthly allotments of conference space usage included with memberships, as well as purchases of additional usage, are subject to availability of the conference space. Unused time does not roll over or accrue from month to month. You must check-in to your conference room booking to ensure the booking is not automatically cancelled by Venture X’s software;
- You agree to follow additional regulations or guidelines that may arise due to unforeseen circumstances such as a global pandemic, emergency or other necessary circumstances. These regulations or guidelines will be distributed through one or more of Venture X’s communication channels such as Slack, email, Venture X’s website, and/or postings in the Premises;
- You shall not, without the prior written consent of Venture X, store, or operate in the Premises any servers or other large business machines (excepting one personal computer per person), reproduction equipment, heating equipment, stove, stereo equipment, mechanical amplification equipment, vending or coin operated machine, refrigerator or coffee equipment, or conduct a mechanical or manufacturing business therein, do any cooking therein, or use or allow to be used in the Premises, oil burning fluids, gasoline, kerosene for heating, warming or lighting. No article deemed hazardous on account of fire or any explosives shall be brought into the Premises. No offensive gases, odors or liquids will be permitted. The carrying of deadly weapons is prohibited;
- You shall use the electrical current for typical office purposes only, unless you obtain Venture X’s prior written consent, to be granted in its sole discretion, and at an agreed additional fee. If you require any special installation or wiring for electrical use, telephone or internet equipment or otherwise, you must obtain Venture X’s prior written consent, in its sole discretion, and, and such installation or wiring shall be completed at your sole expense by the personnel or contractor designated by Venture X. In addition, and only after Venture X provides consent for such installation, you must also permit a Venture X representative to oversee any such installations and to verify that such installations do not interfere with the use of the Services by other members or violate any obligations between Venture X or any landlord of the Premises.
- You shall not remove or tamper with any furniture, phones, equipment, fixtures or decorative materials that do not belong to you. Movement of furniture, office equipment, bulky material, merchandise or materials which require use of elevators or stairways, or movement through the building entrances or lobby in which the Premises is located, will be conducted under Venture X’s supervision at such times and in such a manner as Venture X may reasonably require. You are responsible for providing proof of insurance and will be liable for all damages to the furniture, fixtures and equipment moved, and for injury to anyone as the result of such move, including Venture X’s personnel. You will be responsible for any damages resulting from the above including, but not limited to, damage to the Premises’ equipment and systems. In no cases shall items of furniture, fixtures, or equipment be moved into or out of the Premises or in any common area during such hours as are normally considered rush hours to an office building, i.e., 8:30-9:30 A.M., 11:00 A.M.-1:00 P.M. and 4:00-6:30 P.M. Professional Moving companies may be required;
- You shall, before leaving Member’s Space unattended for an extended period of time, close and securely lock all doors and shut off all lights and other electrical apparatus in such space. Any damage resulting from failure to do so shall be your sole responsibility. Keys and security passes remain the property of Venture X at all times, must be returned to Venture X upon termination of this Agreement, and may not be duplicated by Member. Upon the termination of Services, you shall deliver to Venture X all keys and passes for offices, rooms, and toilet rooms which shall have been furnished to Member. In the event of the loss of any keys so furnished, you shall pay Venture X to obtain replacements;
- You shall not canvas, solicit and peddle in the Premises. You shall not solicit other members for any business or other purpose without Venture X’s prior written approval. You shall not offer any Services that Venture X offers to its members or resell any services offered by Venture X;.
- You will not use any images of the Premises in any way in connection with your business;
- You will not conduct any activity within the Premises which in Venture X’s sole judgment or the judgment of the Premises’ landlord will create excessive traffic or is inappropriate to a shared office environment; and
- If you occupy one or more cubicles in view of any common areas, you are required to keep the areas clear and clean. All boxes and filing cabinets should be stored in an orderly fashion and out of view of the common areas.
- Disclosure. Venture X reserves the right at all times to disclose any information about you, your participation in and use of the Services as Venture X deems necessary to satisfy any applicable law, regulation, legal process or governmental request.
- You agree that the terms of this Agreement are confidential. You may not disclose the terms of this Agreement without Venture X’s prior written consent unless required to do so by law or authority with applicable jurisdiction. This obligation survives the termination of this Agreement for a period of three (3) years.
- You acknowledge and agree that during your participation in and use of the Services you may be exposed to Confidential Information. "Confidential Information" shall mean all information, in whole or in part, that is disclosed by Venture X, or any participant or user of the Services or any employee, affiliate, or agent thereof, that is nonpublic, confidential or proprietary in nature.
Confidential Information also includes, without limitation, information about business, sales, operations, know-how, trade secrets, technology, products, employees, customers, marketing plans, financial information, services, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of Venture X, any analyses, compilations, studies or other documents prepared by Venture X or otherwise derived in any manner from the Confidential Information and any information that you are obligated to keep confidential or know or have reason to know should be treated as confidential.
- Your participation in and/or use of the Services obligates you to
- maintain all Confidential Information in strict confidence;
- not disclose Confidential Information to any third parties;
III. not use the Confidential Information in any way that is directly or indirectly detrimental to Venture X, or any participant or user of the Services.
- All Confidential Information remains the sole and exclusive property of Venture X or the respective disclosing party. You acknowledge and agree that nothing in this Agreement or your participation or use of the Services will be construed as granting any rights to you, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of Venture X, or any participant or user of the Services.
- Participation In or Use of Services. You acknowledge that you are participating in or using the Services at your own free will and decision. You acknowledge that, to the maximum extent permitted by applicable law, Venture X is not liable for any loss or damage, including without limitation any loss or damage arising as a result of Venture X’s failure to provide a service as a result of mechanical breakdown, strike or other event outside of Venture X’s reasonable control, unless caused by Venture X’s willful misconduct. In no event shall Venture X be liable for any loss or damage until you provide written notice to Venture X and Venture X has a reasonable time to cure. As a member, you are liable for any damage caused by you or your employees, guests, agents, or invitees.
- Disclaimer of Warranties.
VENTURE X PROVIDES THE SERVICES "AS IS" AS A SERVICE AND NOT AS A LEASE OF REAL PROPERTY, AND DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE. IN ADDITION, THERE IS NO WARRANTY OF TITLE, QUIET ENJOYMENT OR POSSESSION. THE ENTIRE RISK OF PARTICIPATING IN OR USING THE SERVICES, REMAINS WITH YOU.
IN NO EVENT SHALL VENTURE X BE LIABLE FOR DAMAGES, NOR SHALL THE PAYMENTS DUE HEREUNDER BE ABATED OR SUBJECT TO OFFSET OR DEDUCTION FOR FAILURE TO FURNISH OR ANY DELAY IN FURNISHING ANY UTILITY SERVICES NOR SHALL THE TEMPORARY FAILURE TO FURNISH ANY OF SUCH SERVICES BE CONSTRUED AS A TERMINATION OF YOUR MEMBERSHIP OR RELIEVE YOU FROM THE DUTY OF OBSERVING AND PERFORMING ALL OF THE PROVISIONS OF THIS AGREEMENT, PROVIDED, HOWEVER, VENTURE X SHALL MAKE ALL REASONABLE EFFORTS TO PROMPTLY RESTORE SUCH SERVICES TO THE PREMISES.
- Exclusion of Incidental, Consequential and Certain Other Damages.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VENTURE X OR ITS SUBSIDIARIES (WHETHER OR NOT WHOLLY-OWNED), AFFILIATES, DIVISIONS, OR THEIR PAST, PRESENT AND FUTURE OFFICERS, AGENTS, SHAREHOLDERS, MEMBERS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS AND ASSIGNS, JOINTLY OR INDIVIDUALLY, BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE), NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE PARTICIPATION IN OR INABILITY TO PARTICIPATE IN OR USE OF THE SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF VENTURE X, AND EVEN IF VENTURE X HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Limitation of Liability and Remedies.
NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF VENTURE X OR ITS SUBSIDIARIES (WHETHER OR NOT WHOLLY-OWNED), AFFILIATES, DIVISIONS, AND THEIR PAST, PRESENT AND FUTURE OFFICERS, AGENTS, SHAREHOLDERS, MEMBERS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS AND ASSIGNS UNDER ANY PROVISION OF THIS AGREEMENT AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO ACTUAL DAMAGES INCURRED BY YOU BASED ON REASONABLE RELIANCE UP TO TEN DOLLARS (USD $10.00). THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING SECTIONS 9 AND 10 ABOVE) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
- Indemnification. You release, and hereby agree to indemnify, defend and save harmless Venture X and the Venture X’s subsidiaries (whether or not wholly-owned), affiliates, divisions and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties based upon or arising out of your negligent actions, errors and omissions, willful misconduct and fraud in connection with the participation in or use of the Services. You further agree in the event that you bring a claim or lawsuit in violation of this Agreement, you shall be liable for any attorneys' fees and costs incurred by Venture X or its respective officers and agents in connection with the defense of such claim or lawsuit.
- Insurance. You will carry liability and business personal property insurance. As a user, it is strongly suggested that you carry a renters insurance policy to cover your own equipment while using Venture X’s space.
- IT Services and Obligations. Venture X has security internet protocols in place and strives to provide seamless internet connectivity; however VENTURE X DOES NOT MAKE ANY REPRESENTATION AND CANNOT GUARANTEE ANY MAINTAINED LEVEL OF CONNECTIVITY TO VENTURE X’S NETWORK OR TO THE INTERNET, NOR THE LEVEL OF SECURITY PROVIDED. You should adopt whatever security measures (such as encryption) you believe is appropriate for your business. If you experience reduced internet connectivity that is within Venture X’s reasonable control, your sole and exclusive remedy is to provide Venture X written notice and to allow Venture X reasonable time to cure following the receipt of your written notice from Member to Venture X.
You acknowledge that Venture X may collect and process personal data from you and your employees as strictly necessary to ensure compliance with applicable laws and regulations and to enable Venture X effectively to provide services to you. You acknowledge and accept that such personal data may be transferred or made accessible to other affiliated entities of Venture X, wherever located, for the purposes of providing the Services, in each case in accordance with all applicable data protection legislation.
- Internet Policy. You acknowledge that Venture X is not responsible for any data, business or other losses as a result of any network or internet interruptions. You are responsible to protect your own computer and data from electrical surges, theft, virus, or other malicious attack. Unless otherwise set forth by Venture X in writing, you are receiving a single user account solely for your use of the Services through one unit per login session. You agree not to resell any aspect of the Service, whether for profit or otherwise, share your IP address or ISP Internet connection with anyone, access the Service simultaneously through multiple units or to authorize any other individual or entity to use the Service. You agree that sharing the Service with another party breaches this Agreement and may constitute fraud or theft, for which Venture X reserves all rights and remedies. You have no proprietary or ownership rights to a specific IP or other address, log-in name, or password that you use on our network. Venture X may change your address, log-in name or password at any time. Venture X will assign you an IP address each time you access the Service, and it will vary. You may not assign your log-in name, password or IP address to any other person. You agree not to use the Service, or any Venture X or related network or website for any fraudulent, unlawful, harassing or abusive purpose, or so as to damage or cause risk to our business, reputation, employees, subscribers, facilities, or to any person. Improper uses include, but are not limited to, the following:
- Violating any applicable law or regulation;
- Posting or transmitting content you do not have the right to post or transmit;
- Posting or transmitting content that infringes a third party's trademark, patent, trade secret, copyright, publicity, privacy, or other right;
- Posting or transmitting content that is unlawful, untrue, stalking, harassing, libelous, defamatory, abusive, tortious, threatening, obscene, hateful, harmful, or otherwise objectionable as determined in Venture X’s sole discretion;
- Attempting to intercept, collect, or store data about third parties without their knowledge or consent;
- Deleting, tampering with or revising any material posted by any other person or entity;
- Accessing, tampering with or using non-public areas of the Service or any Venture X or related website, computer systems, or network;
- Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures;
- Attempting to access or search the Service or any Venture X or related network or website with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by Venture X or other generally available third-party web browser;
- Sending unsolicited messages, including without limitation, promotions or advertisements for products or services, "pyramid schemes", "spam", "chain mail" or "junk mail";
- Using the Service or any Venture X or related website or network to send altered, deceptive or false source-identifying information;
- Attempting to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Service or any Venture X or related website or network;
- Interfering or attempting to interfere with the access of any user, host or network, including without limitation, sending a "virus" to the Service or any Venture X or related website or network, overloading, "flooding," "spamming," "crashing," or "mailbombing" the Service or any Venture X or related website or network; or
- Impersonating or misrepresenting your affiliation with any person or entity.
- You shall not place anything, or allow anything to be placed, in the common areas of the Premises, or near the glass or any window, door, partition or wall which may in Venture X’s sole judgment, appear unsightly from the common areas or from the outside of the building in which the Premises are situated;
- You shall not obstruct or use for any purposes other than for ingress and egress from the Premises, the sidewalks, halls, passages, exits, entrances, and stairways of the building in which the Premises are situated. The halls, passages, exits, entrances, stairways, etc., are not for the use of the general public and Venture X shall, in all cases, retain the right to control and prevent access thereto by all persons whose presence in the reasonable judgment of Venture X shall be prejudicial to the safety, character, reputation and interests of the Premises. Neither you nor any of your employees or invitees shall go upon the roof of the building in which the Premises are situated;
- The toilet rooms, urinals, wash bowls and other related apparatus shall not be used for any purposes other than that for which they were constructed, and no foreign substance of any kind whatsoever shall be thrown therein. To the extent caused by you or your employees or invitees, the expense of any breakage, stoppage or damage resulting from the violation of this provision shall be borne solely by you;
- You shall not cause any unnecessary janitorial labor or services by reason of your carelessness or indifference in the preservation of good order and cleanliness;
- You shall not install linoleum, tile, carpet, or other floor covering so that the same shall be affixed to the floor of the Premises in any manner except as approved by Venture X;
- When accessing the Premises after hours, you shall cause all doors to the Premises to be closed and securely locked before leaving the Premises;
- You shall cooperate fully with Venture X to assure the most effective operation of the Premises' heat and air conditioning and shall refrain from attempting to adjust any controls;
- Except for Venture X’s willful misconduct, you assume full responsibility for protecting the Premises from theft, robbery and pilferage, which includes keeping doors locked and other means of entry to the Premises closed and secured;
- Except with the prior written consent of Venture X, you shall not sell or cause to be sold any items or services at retail in or from the Premises, you shall not conduct any auction nor permit any fire or bankruptcy sale to be held on the Premises, nor store goods, wares, or merchandise on the Premises unless with written permission from Venture X. You shall not allow any vending machines on the Premises without Venture X’s prior written consent;
- On the weekends, federally observed holidays and after normal business hours, access to the Premises or to halls, corridors, elevators, or stairwells will be controlled by Venture X through the use of a digital key system. This system will verify any and all persons seeking access to the Premises through the use of proper identification to determine if they have rights of access to the Premises. Venture X shall in no case be liable for damages wherein admission to the Premises has not been granted during abnormal hours by reason of you failing to properly identify yourself through the use of a digital key, or through the failure of the Premises to be unlocked and open for access by you or your employees. Nothing contained herein shall obligate Venture X to provide such key system or to make Venture X liable for any act or omission or failure of such system and the keys which may be provided;
- You shall not change locks or install other locks on doors without the prior written consent of Venture X;
- You shall give prompt notice to Venture X of any accidents or defects in plumbing, electrical fixtures or heating apparatus systems reasonably known by you so the same may be attended to properly;
- Venture X shall have the power to prescribe the weight and position of safes or other objects which shall, if considered necessary by Venture X, be required to be supported by such additional materials placed on the floor as Venture X may direct in its sole discretion, and at your sole expense. In no event can these items exceed a weight for which the floor is designed;
- Use of marker board pens on any window or glass portions is prohibited; or
- Placement of privacy film on any window or glass partitions is prohibited.
- Parking Policy. Venture X shall have the right from time to time to promulgate reasonable rules and regulations regarding the parking facilities related to the Premises (the “Parking Facilities”) and the use thereof, including, but not limited to, rules and regulations controlling the flow of traffic to and from various parking areas, the angle and direction of parking and the like. You shall comply with and cause your employees to comply with all such rules and regulations as well as all reasonable additions and amendments thereto.
All motor vehicles (including all contents thereof) shall be parked in the Parking Facilities at the sole risk of you and your employees, it being expressly agreed and understood that Venture X has no duty to insure any of said motor vehicles (including the contents thereof) and Venture X is not responsible for the protection and security of such vehicles. Subject to claims arising from the willful misconduct of Venture X or its employees or agents, Venture X shall not be (a) responsible for money, jewelry, automobiles, or other personal property lost in or stolen from the Parking Facilities, or (b) any claim, loss, injury, or damage of or to persons using the Parking Facilities or to motor vehicles or other property therein.
You shall not store or permit to store any motor vehicles in the Parking Facilities without the prior written consent of Venture X. Except for emergency repairs, you shall not perform any work on any automobiles while located in the Parking Facilities. If it is necessary for you to leave a motor vehicle in the Parking Facilities for more than 24-hours, you shall provide Venture X with prior written notice thereof designating the license plate number and model of such motor vehicle, and your name and contact information.
Venture X shall have the right to temporarily close the Parking Facilities or certain areas therein in order to perform necessary repairs, maintenance and improvements to the Parking Facilities. In such event, Venture X will make available alternative parking in reasonable proximity to the Premises on a space for space basis.