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This Flex Member License Agreement (the "Agreement") is entered into as of the date of your signature (the "Effective Date") between NYSF Sunset Yards LLC, a New York limited liability company d/b/a New York Studio Factory ("NYSF"), and the individual identified in the signature block (the "Member").
NYSF operates a creative-studio facility at 341 39th Street, 7th Floor, Brooklyn, New York 11232 (the "Premises" or the "Building"). NYSF offers Members a license — not a lease, not a tenancy — to book and use individual studios and equipment by the hour, by the day, by the week, by the month, and via prepaid hour bundles ("Packs"). The Member joins NYSF as a Member; the Member does not rent from NYSF. No estate or interest in real property is conveyed, and nothing in this Agreement creates a landlord–tenant relationship.
"Indemnified Parties" means, collectively and individually (the intent being to include natural persons in their individual capacities, not merely the entities):
(a) The NYSF Parties. NYSF Sunset Yards LLC, and each of its past, present, and future owners, members, managers, managing members, officers, directors, principals, employees, agents, representatives, independent contractors, volunteers, interns, affiliates, parent and subsidiary entities, successors, and assigns (the "NYSF Parties"). For the avoidance of doubt, the NYSF Parties expressly include Joseph Woolridge in his individual and personal capacity, and in every capacity in which he acts for or on behalf of NYSF.
(b) The Building Parties. 341-353 39th Street LLC (the building owner and lessor), New Gables Capital LLC (the lessor's managing/related entity), any and every owner, ground lessor, and/or mortgagee of the Building, and each of their respective past, present, and future owners, members, managers, partners, officers, directors, principals, employees, agents, representatives, managing agents, property managers, mortgagees, lenders, successors, and assigns (the "Building Parties").
The NYSF Parties together with the Building Parties are the "Indemnified Parties." Each Indemnified Party — including each individual natural person named or described above — is an intended third-party beneficiary of Sections 4, 5, 6, 7, 8, and 9 of this Agreement and may enforce those provisions directly, in its own name, whether or not a signatory.
"Studios" = the individual rooms and stations NYSF makes available (Hair, Nail, Waxing & Facial, Massage, Beauty/General, Portrait Studio, The Stage). "Equipment" = furniture, fixtures, tools, lighting, backdrops, and apparatus NYSF provides. "Member's Clients" = any client, customer, model, talent, guest, or invitee the Member brings to or serves at the Premises. "COI" = a Certificate of Insurance with the endorsements required by Section 6. "House Rules" = NYSF's posted and published operating rules, as updated from time to time.
1.1 License. Subject to continuous satisfaction of the Conditions of Access in Section 3 and full compliance with this Agreement, NYSF grants Member a revocable, non-exclusive, non-transferable license to access and use booked Studios and Equipment during confirmed, paid booking windows only. This is a license to use space and equipment; it is not a lease, tenancy, easement, or any interest in real property, and conveys no right of exclusive possession.
1.2 Independent Professional; No Agency or Employment. Member is an independent professional operating Member's own business. Nothing in this Agreement creates any employment, agency, partnership, joint venture, franchise, or fiduciary relationship between Member and any Indemnified Party. NYSF does not employ, direct, supervise, train, screen, vet, license, or control Member, Member's services, Member's methods, Member's products, Member's results, or Member's Clients. The professional relationship is solely between Member and Member's Clients. Member has no authority to bind, and shall not hold itself out as an employee, agent, or representative of, any Indemnified Party.
1.3 No Right to Sublicense or Assign. Member shall not assign, sublicense, share, or transfer any booking, access credential, key, or right under this Agreement. Any attempt is void.
2.1 Term. This Agreement governs all of Member's bookings and access from the Effective Date until terminated under Section 10. Individual bookings are for the specific windows confirmed and paid.
2.2 House Rules. Member shall comply at all times with NYSF's House Rules, which are incorporated by reference and may be updated by NYSF. Where House Rules conflict with this Agreement, this Agreement controls on matters of liability, insurance, indemnity, and release.
2.3 Use Limited to Licensed, Lawful Activity. Member shall use the Studios only for the specific licensed professional service(s) for which Member has satisfied Section 3, and only in a lawful manner consistent with all applicable law.
3.1 Conditions Precedent. Each of the following is an express condition precedent to any booking confirmation, any access to the Premises, and any issuance of a key, badge, or access credential. NYSF has no obligation to confirm a booking or grant access until all are satisfied:
3.2 NYSF May Withhold or Revoke. NYSF may, in its sole discretion, withhold, suspend, condition, or revoke any booking or access if any condition is unsatisfied, unverified, expired, lapsed, or appears inaccurate or fraudulent — without liability and without refund of amounts attributable to the affected access.
3.3 Verification Is for NYSF's Benefit Only. Any verification NYSF performs (of license, insurance, identity, or otherwise) is solely for the benefit of the Indemnified Parties. It is not a service to, representation to, warranty to, or assumption of any duty toward Member, Member's Clients, or any third party. NYSF does not warrant the accuracy or currency of any state-board record, COI, or credential, and assumes no duty to detect a false, lapsed, or defective credential.
3.4 No Waiver by Non-Demand or Non-Enforcement. NYSF's failure on any occasion to demand, collect, verify, or enforce any condition — or NYSF's grant of access before a condition is fully satisfied — does not waive that condition or any other condition, then or in the future. No course of dealing, delay, partial enforcement, or accommodation is a waiver. NYSF may insist on strict compliance at any time.
4.1 Assumption of Risk. Member knowingly and voluntarily assumes all risks arising from Member's services, Member's use of the Studios, Equipment, and Premises, and Member's interactions with Member's Clients, including risk of bodily injury, illness, property damage, and economic loss. Member is solely responsible for assessing the suitability and safety of any Studio, Equipment, and product for Member's intended use before each use.
4.2 Release. To the maximum extent permitted by New York law, Member, on behalf of Member and Member's heirs, executors, successors, and assigns, releases, waives, and discharges the Indemnified Parties from any and all claims, demands, causes of action, damages, and liabilities arising out of or relating to Member's own services, results, products, methods, business, licensure or insurance status, equipment selection, or interactions with Member's Clients. This release does NOT extend to, and expressly excludes, any claim arising from an Indemnified Party's own negligence, gross negligence, recklessness, or willful misconduct, or any liability that may not be released under New York law.
4.3 Covenant Not to Sue. Member covenants not to sue or bring any claim against any Indemnified Party on any matter released in 4.2. If Member breaches this covenant, Member shall be liable for the affected Indemnified Parties' costs and reasonable attorneys' fees incurred in defending such claim, to the extent permitted by law.
4.4 Member's Clients, Products & Equipment. Member's Clients, Member's own products, supplies, and personal equipment, and any treatment, service, or representation Member makes to a Client are Member's sole responsibility. NYSF does not inspect, approve, or warrant Member's products or Member-supplied equipment, and is not responsible for their safety, efficacy, or condition.
5.1 Indemnify, Defend, and Hold Harmless. Member shall indemnify, defend (with counsel reasonably acceptable to the applicable Indemnified Party), and hold harmless each and all of the Indemnified Parties from and against any and all claims, suits, actions, proceedings, demands, damages, losses, liabilities, judgments, settlements, fines, penalties, liens, costs, and expenses (including reasonable attorneys' fees, expert fees, and defense costs), whether based in contract, tort, statute, or otherwise, arising out of or relating to:
5.2 Scope and Independence. This indemnity runs to each Indemnified Party individually, applies regardless of Member's solvency or the availability or sufficiency of Member's insurance, and is in addition to (not in lieu of) the insurance obligations in Section 6. The duty to defend arises upon written tender and is independent of, and broader than, the duty to indemnify.
5.3 Own-Negligence Exclusion. Notwithstanding the above, Member's obligation under this Section does not require Member to indemnify, defend, or hold harmless any Indemnified Party against loss or liability to the extent caused by that Indemnified Party's own negligence, gross negligence, recklessness, or willful misconduct. Member's separate obligation to procure insurance naming the Indemnified Parties as additional insureds (Section 6) is independent of, and not limited by, this exclusion and shall apply to the fullest extent the insurance is written.
5.4 Savings / Reformation. If any portion of this Section is held unenforceable as applied, it shall be reformed and enforced to the maximum extent permitted by law, and the unenforceable portion severed, without affecting the remainder, the Release (Section 4), or the insurance obligations (Section 6).
6.1 Required Coverage. Member shall obtain and maintain in continuous force, at Member's sole expense, throughout the term and any access period: (a) professional liability / malpractice insurance appropriate to every service Member performs, with limits of not less than $300,000 per occurrence; (b) commercial general liability insurance on an occurrence basis with limits of not less than $1,000,000 per occurrence / $2,000,000 aggregate; and (c) any additional coverage required by applicable law or Member's licensing board.
6.2 Additional Insureds. Member's policy(ies) shall name all Indemnified Parties — at minimum NYSF Sunset Yards LLC; 341-353 39th Street LLC; New Gables Capital LLC; and any owner, ground lessor, and/or mortgagee of the Building — as additional insureds with respect to Member's acts, omissions, services, use of the Studios, and the conduct of Member's Clients, guests, and invitees.
6.3 Primary and Non-Contributory. Member's insurance shall be primary and non-contributory. Any insurance maintained by any Indemnified Party is excess and shall not contribute with Member's insurance.
6.4 Waiver of Subrogation. Member and Member's insurers waive all rights of subrogation and recovery against each Indemnified Party, and each policy shall carry a waiver-of-subrogation endorsement in favor of the Indemnified Parties.
6.5 Carrier Rating. Each policy shall be issued by an insurer authorized to do business in New York and rated A- VII or better by A.M. Best.
6.6 COI — Condition Precedent; Endorsements Required. A current COI evidencing 6.1–6.5, together with copies of the actual additional-insured, primary-and-non-contributory, and waiver-of-subrogation endorsement forms (an ACORD certificate face alone is insufficient), is an express condition precedent to first use and to each renewal. No booking is confirmed and no access is granted until a conforming, unexpired COI with endorsements is on file. Member shall deliver a renewal COI before each expiration and shall cause its insurer to provide NYSF at least 30 days' written notice before any cancellation, non-renewal, or material reduction.
6.7 No NYSF Duty to Insure or to Verify for Member's Benefit. NYSF is not responsible for insuring Member's business, tools, products, supplies, or Client interactions. Any review NYSF performs of Member's COI or endorsements is solely for the benefit of the Indemnified Parties; it is not a representation to Member or any third party, and creates no duty to Member, Member's Clients, or anyone else.
7.1 Continuing Licensure. Member represents, warrants, and covenants on a continuing basis that, at all times Member accesses the Premises, Member holds every license, permit, registration, and certification required by federal, New York State, and New York City law for each service Member performs — including, as applicable, the NYS Department of State, Division of Licensing Services, and, for massage therapy or any health-profession service, the NYS Education Department, Office of the Professions — and that each such credential is current, valid, and in good standing.
7.2 Continuing Insurance. Member continuously warrants that the Section 6 insurance remains in force, conforming, and unexpired.
7.3 Authority & Accuracy. Member warrants that Member has full authority to enter this Agreement and that all information Member provides (identity, credentials, insurance, payment) is true, accurate, and complete.
7.4 Immediate Notice of Lapse. Member shall give NYSF immediate written notice (within 24 hours) of any lapse, suspension, revocation, expiration, non-renewal, or material change of any license or insurance, and shall immediately cease the affected service until the lapse is cured and proven to NYSF.
7.5 Material Inducement; Reliance. Member acknowledges that these representations and Member's compliance with Sections 3, 4, 5, 6, and 8 are a material inducement to NYSF's grant of the license, that the Indemnified Parties rely on them, and that any breach is a material breach permitting immediate suspension or termination.
8.1 Fees. Member shall pay all fees for bookings, Packs, and any amenity fees per NYSF's then-current published pricing.
8.2 Payment Method on File. Member shall maintain a valid card on file. Where Member elects an offline method (Zelle or cash) for a recurring or prepaid period, a valid backup card on file remains required at all times and NYSF may charge it for any unpaid, accrued, or due amount.
8.3 Auto-Charge / Access-Gate. Recurring and prepaid (Week / Month / Pack) bookings are charged in advance of the period they cover. Access is gated to the paid-through date: no payment, no access. Cancellation and refund terms follow NYSF's published cancellation policy, incorporated by reference.
8.4 Processing Fees. Card-processing fees may be passed through on card payments, as permitted by law.
8.5 Accrued Amounts Survive. All amounts accrued before suspension or termination remain due and are not refunded on suspension/termination for cause.
9.1 Compliance. Member shall comply with all applicable federal, New York State, and New York City laws, regulations, ordinances, and licensing-board rules governing Member's services, including health, sanitation, infection-control, and disposal requirements, and all NYS Department of State / NYS Education Department professional-practice standards applicable to Member's licensed activity.
9.2 Sanitation & Equipment. Member shall maintain clean, sanitary conditions in each Studio Member uses, follow all sanitation protocols for Member's discipline, and leave the Studio in the condition Member found it. Member is responsible for the proper handling, sanitation, and disposal of Member's own tools, implements, and materials.
10.1 Immediate Suspension/Termination for Cause; No Refund. NYSF may immediately suspend or terminate this Agreement and all access — with no refund of any prepaid balance, Pack hours, or fees — upon any of: (i) lapse, expiration, suspension, or revocation of any required license or insurance; (ii) Member's failure to prove current licensure and insurance within 48 hours of NYSF's request; (iii) breach of Section 3, 6, 7, or 8; (iv) any conduct NYSF reasonably determines creates a risk of harm or liability to any Indemnified Party or the Premises; or (v) any material breach of this Agreement.
10.2 Termination for Convenience. Either party may terminate the ongoing membership relationship on written notice; Member remains responsible for accrued amounts and for any booking already confirmed, and the survival provisions apply.
10.3 Effect. Suspension/termination does not relieve Member of accrued obligations, and does not affect any provision that survives under Section 12.
11.1 Collection & Consent. Member consents to NYSF's collection of Member's government-issued photo ID and credential information for the limited purposes of identity verification, credential verification, badge/access issuance, and legal/insurance compliance. Member affirms the information provided is true and current.
11.2 Secure Handling. NYSF will store such information using reasonable administrative, technical, and physical safeguards, restrict access to authorized personnel, and will not sell or share it except as required by law or as reasonably necessary to administer this Agreement, the insurance, or NYSF's lease. ID and credential data are collected through a secure, access-controlled channel.
11.3 Retention & Minimization. NYSF will retain such information only for the duration of the membership plus a reasonable compliance period, after which it will be securely deleted, and will practice data minimization where feasible.
11.4 SHIELD Act. The parties acknowledge that a driver's-license or non-driver-ID number is "private information" under the New York SHIELD Act, which requires reasonable safeguards and breach notification. No biometric or facial-recognition processing will be performed without separate, written consent.
The following survive expiration or termination of this Agreement for any reason: Section 4 (Release, Assumption of Risk & Covenant Not to Sue); Section 5 (Indemnification, Defense & Hold Harmless); Section 6 (Insurance — as to occurrences during the term and continuing additional-insured/waiver obligations); Section 7 (continuing Representations, as to the period of access); Section 8 (Payment — accrued amounts); Section 9 (Compliance — accrued obligations); Section 13 (Governing Law / Dispute Resolution / Miscellaneous); and any provision that by its nature should survive. The defined term "Indemnified Parties" and their third-party-beneficiary rights survive for the benefit of all such Parties.
13.1 Limitation of NYSF Liability; Waiver of Indirect Damages; Cap. To the maximum extent permitted by law, the Indemnified Parties shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits or lost business, however arising. The NYSF Parties' aggregate liability to Member for any and all claims under or relating to this Agreement shall not exceed the total fees paid by Member to NYSF in the three (3) months immediately preceding the event giving rise to the claim. This limitation and cap do NOT apply to liability arising from an Indemnified Party's gross negligence or willful misconduct, to claims for personal injury or wrongful death to the extent such a limitation is unenforceable under New York law, or to any liability that may not be limited under New York law.
13.2 Governing Law. This Agreement is governed by the laws of the State of New York, without regard to conflict-of-laws principles.
13.3 Venue / Jurisdiction. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Kings County (Brooklyn), New York, and waive any objection to that venue.
13.4 Severability; Savings Clause. If any provision (or part of one) is held invalid or unenforceable, it shall be reformed, narrowed, and enforced to the maximum extent permitted by law so as to effect the parties' intent, and if it cannot be so reformed, it shall be severed without affecting the validity of the remaining provisions, the Release (Section 4), the Indemnity (Section 5), or the Insurance obligations (Section 6), each of which shall remain in full force.
13.5 Entire Agreement. This Agreement (with the House Rules and published pricing/cancellation policy incorporated by reference) is the entire agreement between the parties on its subject matter and supersedes all prior or contemporaneous agreements and understandings.
13.6 Amendment. No amendment is effective unless in writing and signed by NYSF (House Rules and pricing may be updated by NYSF per their terms). No oral modification.
13.7 Electronic Signature. This Agreement may be executed by electronic signature, which is an original.
13.8 Notices. Notices to NYSF: NYSF Sunset Yards LLC, 341 39th Street, 7th Floor, Brooklyn, NY 11232, attn: Joseph Woolridge, info@nystudiofactory.com / 718.954.7269. Notices to Member: the contact information in Member's account. Email notice is effective when sent to the address on file.
By checking the membership boxes and typing your name at checkout, you sign this Agreement electronically and acknowledge that you have read and understand Section 4 (Release & Assumption of Risk), Section 5 (Indemnification), and Section 6 (Insurance), and that these are material terms.
NYSF signs as: Joseph Woolridge, solely in his capacity as Member/Manager of NYSF Sunset Yards LLC, and not individually.