Your membership (the "Membership", use of our coworking space (the "Coworking Space") and provision of services and events related to the Coworking Space (the "Membership Services"), provided by BDAY LLC, dba Station Coworking, (hereinafter referred to as "Provider") to (the "Member"), are subject to this Coworking Space Agreement (hereinafter the "Agreement"), all parts and sub-parts of which are specifically incorporated by reference here. This Agreement forms a legally binding agreement between you, the Member, and us, the Provider, and governs your access to and use of the Coworking Space and the Membership Services.
BY ACCESSING OR USING ANY OF THE MEMBERSHIP SERVICES AND BY SIGNING THIS AGREEMENT YOU AGREE TO BE BOUND AND ABIDE BY THIS AGREEMENT AND ANY AMENDMENTS THERETO. READ THIS AGREEMENT CAREFULLY BEFORE USING ANY OF THE MEMBERSHIP SERVICES, ESPECIALLY SINCE THIS AGREEMENT MAY AFFECT YOUR LEGAL RIGHTS, SUCH AS REQUIRING BINDING INDIVIDUAL ARBITRATION, AND LIMITING YOUR RIGHT TO BRING A LAWSUIT OR CLASS ACTION. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY CEASE USE OF ANY OF THE MEMBERSHIP SERVICES.
Member Legal Name:
Member DBA Name:
Member Address: , , ,
Member Phone Number:
Article 1 - DEFINITIONS:
The parties referred to in this Agreement shall be defined as follows:
a) Provider, we, us: We are the organization providing use of the Coworking Space to you, as well as your Membership. We may offer additional Membership Services to you depending on where you are located. We'll be referred to as Provider, we, or us. If we use pronouns to describe ourselves, they will include our and ours, as well as other first-person pronouns. These terms will apply to us as well as all of our employees.
b) You, the Client, the Member: You are the Client utilizing the above-mentioned Membership Services. You'll be referred to as you, the Client, or the Member. If we use pronouns to refer to you, we'll use your and yours.
c) Parties: Collectively, the parties to this Agreement (us and you) will be referred to as Parties.
d) Coworking Space: The Coworking Space is the communal working space we make available, located at the following address:
Station Coworking at Ambler Yards
300 Brookside Avenue
Building 4, Suite 125
Ambler, PA 19002
Article 2 - MEMBERSHIP SERVICES:
The Membership Services will generally refer to the following services we offer, subject to any changes and updates made by Provider in its sole discretion.:
- Access to the Coworking Space. The Coworking Space is available at the following days and times:
o Private Office, Dedicated Desk & Coworker – 24 hours/7 days
o Mobile-Pro & Mobile – 8am to 5pm, Monday to Friday
o Night & Weekends – after 5pm weekdays and entire weekend
o Network – access only during events and programs
- Maintenance, cleaning and upkeep of the Coworking Space
- Use of certain equipment, workstations, furnishings, or office supplies in the Coworking Space, as will be described to you upon your first visit
- Use of basic amenities at the Coworking Space, such as air conditioning, heating, electricity, including shared kitchen space and shared kitchen appliances.
- Complimentary coffee and snacks
- Use of Internet service at the Coworking Space.
- Complimentary admission to monthly Community Lunches and other special events.
You may also be able to use the Coworking Space as follows:
- As a business address
- To receive mail
- To reserve conference rooms, subject to membership levels and/or additional fees
The Membership Services may vary, and certain Membership Services may be subject to additional fees. Certain Membership Services may also be subject to additional legal terms and conditions, which will be provided to you when you decide to use that Membership Service. The Membership Services do not include any services offered by third-parties.
Article 3 - MEMBERSHIP LEVEL: Virtual
Article 4 – MEMBERSHIP FEE: $ (USD)
Your monthly Membership Fee shall be $ (USD) (the "Fee").
The Fee shall be payable in advance on the 1st (first) of each month. The Fee shall be made via the following methods: Credit Card, ACH, Check
Article 5 - TERM:
The term of this Agreement (the "Term") shall begin from the Effective Date and run for a period of one month. The Term will automatically renew for the same time period, unless terminated by either of the Parties as described in the Article 20 describing the Renewal and Termination.
Article 6 - INVOICING AND PAYMENT:
The Membership Fee is invoiced monthly. The Membership Fee under this Agreement shall be due on the first of each month. No holidays, special events, or weekends will excuse your obligation to pay timely Membership Fee as described by this Agreement. Also included in monthly billing are any variable charges such as telephone usage (e.g., international calls) or postage fees that may have been incurred during the previous period. Telephone usage does not include international calls outside the United States of America. Payments received after the 5th of the month shall be subject to a $25 late fee regardless of Membership Level. Payments more than 30 days late will result in a suspension of the Membership until the account is paid in full. Payment for casual usage must be paid on the day of use.
Article 7- SECURITY DEPOSIT:
At the time of the signing of this Agreement all Members are required to pay one full month of their Membership Fee as a security deposit (the "Security Deposit"). The Security Deposit will be waived for any members signing up for ACH (automatic monthly billing through a business or personal checking or savings account). Provider will not waive the Security Deposit for members signing up for automatic monthly billing through a credit card or for any private office members. If a member removes auto billing via ACH, a Security Deposit must be paid within 30 days or the Membership may be canceled at the discretion of Provider. Where applicable, Security Deposits will be returned within 30 days of the Member's cancellation effective date of the Agreement provided 1) Member has no outstanding balance, 2) Member provided at least sixty (60) days' notice of cancellation of the Agreement pursuant to Paragraph 20, and 3) member has returned all of Provider's property, including, but not limited to, keys to offices and fobs for building access. If a Member fails to meet any of the requirements in the immediately preceding sentence within 30 days of the Member’s cancellation of the Agreement, Member will forfeit the Security Deposit.
Article 8 - ACCEPTABLE USE OF SPACE:
You may be provided an additional list of rules upon your registration. If so, the rules you are provided as well as the rules below apply to your Membership.
1. You are not to damage the business reputation or physical property of the Provider.
2. You may not act in any way which presents danger or disruption to other Members, guests, employees, agents, or animals at the Coworking Space.
3. You will not harass, abuse, or threaten others or otherwise violate any person's legal rights.
4. You will not violate any intellectual property rights of the Provider or any third party.
5. You will not use the Coworking Space to upload or otherwise disseminate any computer viruses or other software that may damage the property of another.
6. You will not use the Coworking Space to perpetrate any fraud.
7. You will not publish or distribute any obscene or defamatory material or any material that incites violence, hate, or discrimination towards any group at the Coworking Space.
8. You will not unlawfully gather information about others, including photographing or videotaping others without their consent.
9. Pets and bikes are not permitted in the Coworking Space at any time.
10. Smoking is not permitted in the building or within the Coworking Space. You must exit the building to smoke and use designated smoking areas only. Please do not smoke directly in front of the entrance to any building.
Article 9 - BUSINESS ADDRESS USAGE:
You may use the Coworking Space as a business address on your business cards, marketing materials, website, and other business documents. You acknowledge and agree that you do not maintain any real property interest or tenancy in the Coworking Space.
Article 10 - MAIL HANDLING:
You may be able to receive mail at the Coworking Space. You authorize Provider to act as an agent on your behalf to receive mail. You must complete and submit USPS Form 1583 in order to commence receiving mail at the Coworking Space. If you do not complete USPS Form 1583, Provider is not responsible for your inability to receive mail at the Coworking Space. We are not responsible for any non-delivery or delay of your mail.
We will only accept mail in your name. You are responsible for ensuring that all mail complies with USPS rules and regulations. At the end of the Term, you will not be permitted to have your mail forwarded through the USPS. You must make arrangements with us to have your remaining mail forwarded, potentially with an extra fee.
Article 11 - CONFERENCE ROOM USE:
Conference room use will be on a first come, first served basis. Your Membership includes ____ hours of conference room time per month. You may reserve additional time for an additional fee, subject to availability. You agree to use the conference room exclusively for legitimate business purposes.
You acknowledge and agree that you are responsible for your guests, including ensuring that your guests act in a professional manner. If your guests act in a way which is not in accordance with this Agreement or any posted rules and regulations, we may terminate this Agreement immediately.
Article 12 - DAMAGES:
If you or any of your guests damage any property at the Coworking Space, you will be held liable, including charges incurred to repair or replace property or items.
Article 13 - THIRD-PARTY ACTIONS:
Please be advised that we are not responsible for the actions of other Members or their guests. We assume no responsibility or obligation regarding any disputes which may take place between our Members or guests.
Article 14 - NO EXPECTATION OF PRIVACY:
You acknowledge and agree that you may not have any expectation of privacy when you are using the internet and telecommunications systems at our Coworking Space. We may monitor your activities to keep our networks and spaces safe. You also acknowledge that there is no expectation of privacy or secrecy with regard to any conversations or phone calls that take place in any area the Coworking Space. All Members shall make best efforts to respect each other’s privacy.
Article 15 - AMENDMENTS:
We may, from time to time and at any time without notice to you, modify this Agreement. You agree that we have the right to do so, including revising anything contained herein. All modifications to this Agreement are in full force and effect immediately upon posting on the Website. All modifications or variations will replace any prior version of this Agreement, unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement.
To the extent any part or sub-part of this Agreement is held ineffective or invalid by any court of law, you agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.
You agree to routinely monitor this Agreement on the Website to note modifications or variations. We might also change the scope of the Membership Services. If we do so, and you are unhappy with the new offerings, please feel free to contact us.
Article 16 - AGE RESTRICTIONS:
You must be at least 18 (eighteen) years of age to sign up for a Membership. We assume no responsibility or liability for any misrepresentation of your age. Without prior written authorization from Provider, any guests of Member must be at least 18 (eighteen) years of age. When you sign up for a Membership, you may be asked to provide government-issued identification to verify your age.
Article 17 - CREDENTIALS:
As part of your Membership Services, you may be required to set up specific access information for the Coworking Space, such as a username and password. You may also receive an access device, like a frequency operated button (FOB). You are responsible for ensuring the safety and security of your access information or device. You must not share the access information or device with any third party. If you discover that the access information or device has been compromised or lost, you agree that you will notify us immediately.
Article 18 - AUTHORIZED USERS:
A company may become a Member and have authorized users. If you are a company Member, you must inform us of the name of your company as well as the authorized users of the Membership Services. We are not responsible for any unauthorized access to your company account.
Article 19 - INTELLECTUAL PROPERTY:
You agree that all of our copyrights, trademarks, trade secrets, patents, and other intellectual property belong solely and exclusively to us ("Company IP"). You agree that we own all right, title and interest in and to the Company IP and that you will not use the Company IP for any unlawful or infringing purpose. You agree not to reproduce or distribute the Company IP in any way, including electronically or via registration of any new trademarks, trade names, service marks or Uniform Resource Locators (URLs), without express written permission from us.
Article 20 – RENEWAL and TERMINATION:
Membership is continuous on a month-to-month basis unless sixty (60) days’ notice is given to terminate the Membership. Member can terminate this agreement at any time by providing 60 days’ notice after the completion of the initial month or 6-month term for private office members. Membership cannot terminate mid-month and will cancel upon the last day of the month 60 days after giving notice. For example, if a member provides notice of cancellation on September 15, Membership will cancel effective November 30. Notice must be submitted via email, registered mail or express/overnight delivery service. Failure to provide 60 days’ notice will result in a forfeiture of the security deposit.
The Agreement may also be terminated if:
a) the other party commits a material breach of any term of this Agreement that is not capable of being remedied within fourteen (14) days or that should have been remedied within fourteen (14) days after a written request and was not;
b) the other party becomes unable to perform its duties hereunder, including a duty to pay or a duty to perform;
c) the other party or its employees or agents engage in any conduct prejudicial to the business of the other, or in the event that either party considers that a conflict or potential conflict of interest has arisen between the parties.
If the Agreement is terminated, you agree to pay us all Fees incurred prior to the date of termination, regardless of which party terminated or why. You are only excused from paying Fees if we cease service.
Any termination under this subpart shall not affect the accrued rights or liabilities of either Party under this Agreement or at law and shall be without prejudice to any rights or remedies either Party may be entitled to. Any provision or subpart of this Agreement that is meant to continue after termination or come into force at or after termination shall not be affected by this subpart.
Article 21 – CONSENT FOR PHOTOGRAPHY, VIDEO & PROMOTIONAL USE:
Member hereby grants permission to Provider, its employees, interns, or representatives to take and use photography/digital images, videotape, recorded audio or quoted remarks of member for use by Provider in promotional or educational materials. These materials might include but are not limited to electronic publications, printed publications, our website, Facebook page, Twitter account or other electronic or print communications. Member further agrees that his/her name and identity may be revealed in descriptive text or commentary in connection with the image(s) published. Member authorizes the use of these materials indefinitely without compensation. All prints, digital reproductions, video, and audio recordings shall be the property of Provider.
Article 22 - INDEMNIFICATION:
You agree to defend and indemnify us and any of our affiliates (if applicable) and hold us harmless against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to your use or misuse of the Coworking Space or Membership Services, your breach of this Agreement, or your conduct or actions. You agree that we shall be able to select our own legal counsel and may participate in our own defense, if so desired.
Article 23 - LIMITATION OF LIABILITY:
Except in cases of death or personal injury caused by either party's negligence, either party's liability in contract, tort or otherwise arising through or in connection with this Agreement or through or in connection with the completion of obligations under this Agreement shall be limited to Fees paid by you to us.
To the extent it is lawful, neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including without limitation any economic loss, data loss, loss of goodwill, or other loss of turnover, profits, or business.
Article 24 - SEVERABILITY:
If any part or subpart of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and subparts will be enforced to the maximum extent possible. In such a condition, the remainder of this Agreement shall continue in full force.
Article 25 - DISPUTE RESOLUTION:
In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the county and state noted in the GOVERNING LAW provision of this Agreement. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing federal law as well as the law of Pennsylvania. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by us will not be subject to arbitration and may, as an exception to this subpart, be litigated. The Parties, in agreement with this subpart of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.
Article 26 - GOVERNING LAW:
This Agreement shall be governed by and construed in accordance with the internal laws of Pennsylvania without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in the following county: Montgomery.
Article 27 - HEADINGS:
Headings to this Agreement are for convenience only. Headings shall in no way affect the provisions themselves and shall not be construed in any way that would limit or otherwise affect the terms of this Agreement.
Article 28 - ASSIGNMENT:
This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by you. Should this Agreement, or the rights granted hereunder, by assigned, sold, leased or otherwise transferred by us, our rights and liabilities will bind and inure to any assignees, administrators, successors, and executors.
Article 29 - NO WAIVER:
In the event that we fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or sub-part of this Agreement will not constitute a waiver of any other part or sub-part.
Article 30 - NO AGENCY, PARTNERSHIP OR JOINT VENTURE:
No agency, partnership, or joint venture has been created between the Parties as a result of this Agreement. No Party has any authority to bind the other to third parties.
Article 31 - FORCE MAJEURE:
We are not liable for any failure to perform due to causes beyond our reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
Article 32 - ELECTRONIC COMMUNICATIONS PERMITTED:
Electronic communications are permitted to both Parties under this Agreement, including email or fax. For any questions or concerns, please email us at the following address: firstname.lastname@example.org.
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