Cultivate Coworking Terms and Conditions for Services
Acceptance of Terms
The services Cultivate Coworking provides to the client (referred to herein as “you” or “Member”) are subject to the following Terms and Conditions (“T&C”) and any subsequent revisions hereto. Cultivate Coworking reserves the right to update the T&C at any time.
Description of Services
Acceptance of the Cultivate Coworking membership application creates a prepaid usage license to use the provided amenities on a monthly or casual basis. It does not create a tenancy.
Depending on your level of membership, Cultivate Coworking may provide you with access to office space, workstations, Internet access, office equipment, conference space, knowledge resources, and other services (collectively, “Services”). The Services at all times are subject to the T&C.
No Unlawful or Prohibited Use
You will not use the Services for any purpose that is unlawful or that constitutes criminal activity. Cultivate Coworking is not responsible for and will not be held liable for any Member’s unlawful conduct or criminal activity.
You will not use the Services for any purpose prohibited by the T&C, posted notices, or any subsequent notices. You may not use the Services in any manner that could damage, disable, overburden, or impair any Cultivate Coworking 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, files, other Members’ documents or information, or networks connected to any Cultivate Coworking server, through hacking, password mining or any other means. You may not copy, obtain, or attempt to obtain any materials or information through any means not explicitly made available through the Services, nor should you post or download files that you know or that a reasonable person would know are illegal, or to which you have no rights.
Use of services
You agree that when participating in or using the Services, you will not:
Disrespect Cultivate Coworking’s employees, officers, agents, representatives, and other members in a manner that impedes or disrupts the coworking environment.
Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming, or any duplicative or unsolicited messages (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, or otherwise make available, any file that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example and not as a limitation, copyright or state/federal trademark laws unless you own or control the rights thereto or have received necessary consent to do the same.
Use any material or information, including images or photographs, that 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, candlebots, corrupted files, or any other similar software or programs that may damage the operation of another computer or property of any other member or Cultivate Coworking.
Download any file 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 or other guidelines that may be applicable for any particular Service.
Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party.
Create false identity for the purpose of misleading others.
Violate any applicable laws, codes, or regulations.
Violation of these terms may result in the termination of the Agreement as set forth hereinbelow.
Renewals and Terminations
This Agreement is automatically renewed at the end of each monthly period. Member or Cultivate Coworking may terminate this Agreement by giving written notice of termination to the other party no less than thirty (30) days in advance. If notice is given with less than thirty (30) days remaining in the monthly period, termination shall not be effective until the end of the next full 30-day period. Payment for Services shall be made until the termination is effective pursuant to the T&C.
Notwithstanding the foregoing, in the event that Member exhibits behavior or takes any action that in the sole and absolute discretion of Cultivate Coworking violates the T&C or any policy of Cultivate Coworking, Cultivate Coworking may take whatever action it deems necessary, including but not limited to immediate termination of Services and/or admission privileges, suspension of Services, probationary period for Services, or written or verbal warning of violation and future risk of termination of Services.
In the event of termination, whether voluntary or involuntary, Cultivate Coworking will refund any amounts pre-paid for unused periods that remain on a prorated basis after deducting any pending charges and/or damages.
Invoicing, Payment, and Collection
The Member is automatically invoiced monthly in advance based on their membership level. Members shall also pay any variable charges, such as room reservations, _____, that may have been incurred during the previous period. Payment is required on the first (1st) day of the monthly period. The balance due shall incur an interest charge in the amount of 1.5% per month for any payment not made by the fifth (5th) day of the monthly period. Payment for casual usage shall be paid on the day of use, unless other arrangements have been made with Cultivate Coworking in advance.
In the event Member fails to pay for Services when due and Cultivate Coworking must collect the balance due for Services rendered, the Member agrees to pay all costs of collection, including but not limited to attorneys’ fees and expenses.
After Hours Access
Usage of services shall be between the hours of 8:00 a.m. and 5:00 p.m. on Monday through Friday. Services may include access to Cultivate Coworking’s Services after normal operating hours. If this is service is provided with your membership, you agree to abide by the T&C after-hours. You further agree to comply with any additional requests of Cultivate Coworking for such after-hours use.
If a key to Cultivate Coworking’s building is provided to you, you agree that the key and the access will only be used by you as the Member and will not be duplicated. Sharing, providing, or delegating access to any other person(s), even if the person is a Member of Cultivate Coworking, is strictly prohibited. Upon the termination of Services, the key must be returned to Cultivate Coworking within one (1) business day. Failure to return a key will result in a $250.00 fee, immediately due and payable. Any use or duplication of a provided key after termination is unauthorized.
Disclosure
Cultivate Coworking reserves the right at all times to disclose any information about you and/or your participation in and use of the Services as Cultivate Coworking deems necessary to satisfy any applicable law, regulation, legal process or governmental request.
Confidentiality
You acknowledge and agree that during your participation in and use of the Services you may be exposed to certain information containing information about business, sales, operations, know-how, trade secrets, business affairs, knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of Cultivated Coworking, analyses, compilations, studies or other documents prepared by Cultivated Coworking or by other Members or information otherwise derived in any manner from this information (“Confidential Information”). Confidential Information shall include all information, in whole or in part, that is disclosed by Cultivate Coworking, any of its Members, or any participant of the Services or any employee, affiliate, or agent thereof, that is non-public, confidential, or proprietary in nature.
Your participation in and/or use of the Services obligates you to maintain all Confidential Information in strict confidence, not to disclose Confidential Information to any third parties, and not to use the Confidential Information in any way, directly or indirectly.
All confidential information remains the sole and exclusive property of Cultivate Coworking or the respective disclosing party. You acknowledge and agree that nothing in the T&C or your participation or use of the Services will be construed as granting any rights to you, by license, permission, or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property proprietary rights of Cultivate Coworking or any participant or user of the Services.
Disclaimer of Warranties
To the maximum extent permitted by the applicable law, Cultivate Coworking provides the Services “as is” and with all faults. Cultivate Coworking disclaims with respect to the Services all warranties and conditions, whether express, implied, or statutory, including but not limited to: merchantability, fitness for a particular purpose, stability of virtual network, existence of viruses or other malware, accuracy or completeness of responses, results, or safety. Cultivate Coworking provides the Services without warranty, duty, or condition of title, quiet enjoyment, quiet possession, or infringement. By signing this Agreement, you agree that the entire risk arising out of participation in or the use of the Services remains with you.
11. Limitation of Liability and Waiver of Certain Damages
In consideration of Cultivate Coworking allowing Member to use the Services, Member does hereby remise, release, and forever discharge Cultivate Coworking and its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present, and future officers, agents, shareholders, members, representatives, employees, successors, and assigns of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, and any and all claims, demands and liabilities whatsoever of every name and nature, both in law and in equity, which the Member may now have or hereafter have arising from Member’s use of the Services and any loss, injury, or theft associated therewith. Member is aware of the risks associated with the use of the Services and does hereby expressly assume and consent to the same.
To the maximum extent permitted by the applicable law, in no event shall Cultivate Coworking 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, jointly and individually, be liable for any special, incidental, indirect, consequential, punitive, 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 Cultivate Coworking, and even if Cultivate Coworking has been advised of the possibility of such damages.
Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or compensatory damages), THE ENTIRE LIABILITY OF CULTIVATE COWORKING AND/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 AND YOUR EXCLUSIVE REMEDY FOR DAMAGES ARISING FROM THIS AGREEMENT SHALL BE LIMITED TO ACTUAL, COMPENSATORY DAMAGES INCURRED BY YOU NOT TO EXCEED $10,000. The limitations, exclusions, and disclaimers as set forth in this Agreement shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
12. Non-Disparagement
You shall, during and after the participation in and use of the Services, refrain from making any statements or comments of a defamatory or disparaging nature to any third party or on any social media or public platform regarding Cultivate Coworking or any of the Cultivate Coworking officers, directors, employees, personnel, agents, policies, services, or products, other than as necessary to comply with Tennessee law.
13. Indemnification
You release and hereby agree to indemnify, defend, and save harmless Cultivate Coworking and its 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, attorneys’ fees, judgments, fines and penalties based upon or arising out of your actions, errors, omissions, willful misconduct, and/or fraud in connection with this Agreement and the participation in or use of the Services. You further agree, in the event that you fail to promptly comply with this provision, after notice from Cultivate Coworking, you shall be liable for any attorneys’ fees and costs incurred by Cultivate Coworking, its 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, in connection with the defense of such claim or lawsuit.
14. Alcohol and Tobacco Policy
Responsible and lawful alcohol use by Members while using Services is permitted. Cultivate Coworking reserves absolute discretion as to the definition of responsible use and does not assume liability for misconduct of Members or their agents and/or guests after consuming alcohol. Members are not permitted to serve alcohol on the premises of Cultivate Coworking to any person under the age of twenty-one (21) years old or to any person who the Member knows or should know has consumed alcohol to the point of intoxication.
Smoking is not permitted inside Cultivate Coworking space. In the event that smoking becomes a nuisance, in the sole and absolute discretion of Cultivate Coworking, in the areas immediately adjacent to the Cultivate Coworking building, you agree to abide by requests not to smoke in those areas.
15. Choice of Law
Member is aware that this Agreement creates legally binding obligations. Member has, therefore, had the chance to review the same, prior to its execution, with the attorney of Member’s choice. This agreement shall be governed in accordance with the laws of the state of Tennessee.
Severability
In the event that any provision or portion of the T&C is determined to be invalid, illegal, or unenforceable for any reason, in whole or in part, the remaining provisions of the T&C shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.
Insurance
Cultivate Coworking carries Liability and Business Personal Property insurance. You are not required but it is STRONGLY SUGGESTED THAT YOU CARRY A RENTER’S INSURANCE POLICY TO COVER YOUR OWN EQUIPMENT WHILE USING OUR SPACE. You acknowledge and understand that the insurance carried by Cultivate Coworking does not cover you or your personal property during the use of the Services.
User Representation and Warranty
You hereby represent and warrant that you have all requisite legal power and authority to enter into and abide by the T&C, 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.
By becoming a member, you agree to be bound by the T&C and any hereafter amendment and understand that your Membership is subject to the T&C and any hereafter amendments.
Rev 01/18
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