Your membership (the "Membership"), use of our coworking space (the "Coworking Space"), use of this website (the "Website"), and provision of services on this Website or related to the Coworking Space (the "Membership Services"), provided by LAKE CITY COWORKING, LLC (hereinafter referred to as "Provider"), 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, the Website, 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.
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: 26 City Hall Place, Plattsburgh, NY 12901.
2. Membership Services.
Subject to the terms of this Agreement, including any attachments, exhibits, and addenda (including any additional or supplemental forms and any other policies we make available to you from time to time, during the Membership Term, Lake City Coworking will use commercially reasonable efforts to provide you the services described below.
(a) Membership Benefits.
Access to the Coworking Space During Business Hours and Days.
Maintenance and upkeep of the Coworking Space.
Use of certain equipment, workstations, furnishings, or office supplies in the Coworking Space.
Use of basic amenities at the Coworking Space, such as air conditioning, heating, electricity, including shared kitchen space and shared kitchen appliances.
Access to and use of the Website, which may be subject to any additional legal terms.
The ability to sign up for additional services through the Website.
Use of Internet service at the Coworking Space.
Use of the printers, copies, and/or scanners made publicly available.
You may also be able to use the Coworking Space as follows:
To rent meeting rooms, subject to additional fees once plan credits have been used.
(b) Regular Business Hours and Days. “Regular Business Hours” are generally from 8:00am to 5:00pm on Regular Business Days with an extended day until 7pm on Wednesdays. “Regular Business Days” are all weekdays, except local bank/government holidays and up to three other days of which we will inform you.
(c) Our Reserved Rights. We are entitled to the Coworking Space, with or without notice, in connection with our provision of the Membership Services, for safety or emergency purposes or for any other purposes. We may also modify or reduce the list of Membership Services or furnishings provided at any time.
(d) Use of the Services. You will comply with all relevant laws and regulations in your use of the Membership Services at all times. Without limiting the foregoing, you agree that when in the Coworking Space or using the Membership Services, you will not: defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others; use any material or information in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party; create a false identity for the purpose of misleading others; obstruct any access to the Coworking Space; create any circumstances of disrepair or damage any Lake City Coworking property or the Coworking Space; disrupt, cause a nuisance to, or interfere with, any other Members or fellow Members’ access to the Membership Services; or otherwise violate this Membership Agreement, including the Community and Facility rules.
(e) Meeting Room Rentals. Meeting room rentals beyond included plan credits will be subject to additional fees, which you will be informed of at the time of the rental. Scheduling for rentals is on a first-come, first-served basis. You agree to use the meeting rooms 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.
3. Payment.
(a) 6-Month and Annual Membership. As an 6-month or annual member, you will be paying a fee due in half-year or annual installments.
(b) Monthly Membership. As a monthly member, you will be paying monthly installments. The fees shall be payable in advance of each month. The first full Fee under this Agreement shall be due upon signing this Agreement.
(c) Form of Payment. Payments may be made via credit card or debit card. You agree to have Provider charge your credit card for payment of Membership Services. You are responsible for any payment fees, such as bank overdraft fees.
4. Term and Termination.
(a) Term. The term of this Agreement ("Term") shall begin from the Effective Date and run for a period of one month, six months, or one year, depending on the plan you have opted for.
The Term will automatically renew for the same time period, unless terminated by either of the Parties.
(b) Termination. At least 30 (thirty) days prior to the expiration of the Term, either Party may terminate by sending written notice to the other Party.
This Agreement may also be terminated if:
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;
The other party becomes unable to perform its duties hereunder, including a duty to pay or a duty to perform;
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.
5. Lake City Coworking Disclosures. Lake City Coworking reserves the right at all times to disclose any information about you and/or your participation in and use of the Services as Lake City Coworking deems reasonably necessary to satisfy any applicable law, regulation, legal process, or governmental request.
6. Our Reserved Rights. Lake City Coworking may enter the Coworking Space at any time for any purpose. Lake City Coworking may suspend or discontinue any portion of the Membership Services for any reason at any time, however, Lake City Coworking will attempt to notify its members verbally or electronically in advance of such suspension or discontinuance, except in the case of routine maintenance of emergency. Lake City Coworking may modify or reduce the furnishings in the Coworking Space at any time.
7. Waiver and Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LAKE CITY COWORKING PROVIDES THE SERVICES “AS IS” AND WITH ALL FAULTS, AND HEREBY 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, AND/OR LACK OF NEGLIGENCE. THE ENTIRE RISK AS TO THE QUALITY, OR ARISING OUT OF PARTICIPATION IN OR THE USE OF, THE SERVICES AND THE PREMISES, REMAINS WITH YOU AND YOU HEREBY WAIVE ALL RIGHTS OF RECOVERY FOR ANY LOSS RELATED TO YOUR ACCESS TO, PARTICIPATION IN OR USE OF THE SERVICES, INCLUDING IN THE CASE SUCH LOSSES ARE THE RESULT OF LAKE CITY COWORKING’S NEGLIGENCE.
8. Exclusion of Incidental, Consequential, and Certain Other Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LAKE CITY COWORKING OR ITS SUBSIDIARIES (WHETHER OR NOT WHOLLY-OWNED), AFFILIATES, DIVISIONS, AND THEIR PAST, PRESENT AND FUTURE OFFICERS, DIRECTORS, SHAREHOLDERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS (“LAKE CITY COWORKING AFFILIATES”), JOINTLY AND INDIVIDUALLY BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THE PARTICIPATION IN OR INABILITY TO PARTICIPATE IN OR USE THE SERVICES OR THE PREMISES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS MEMBERSHIP AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF LAKE CITY COWORKING, AND EVEN IF LAKE CITY COWORKING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. Limitation of Liability and Remedies. THE ENTIRETY OF YOUR RIGHTS UNDER THIS MEMBERSHIP AGREEMENT ARE ENFORCEABLE ONLY AGAINST LAKE CITY COWORKING, AND YOU HEREBY WAIVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL RIGHTS OF RECOVERY WHICH YOU MAY HAVE AGAINST ANY LAKE CITY COWORKING AFFILIATE. 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 LAKE CITY COWORKING OR LAKE CITY COWORKING AFFILIATES UNDER ANY PROVISION OF THIS MEMBERSHIP AGREEMENT AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO ACTUAL DAMAGES INCURRED BY YOU UP TO A MAXIMUM OF THE TOTAL FEES PAID BETWEEN THE DATE YOU STARTED USING THE SERVICES AND THE DATE ON WHICH THE CLAIM ARISES.
10. 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 regarding Lake City Coworking, or any of Lake City Coworking managers, members, officers, advisors, employees, personnel, agents, policies, services or products, other than to comply with a court order or applicable law.
11. Release and Indemnity. You release, and hereby agree to indemnify, defend and hold harmless Lake City Coworking from and against all claims, liabilities, losses, damages, costs, expenses (including, without limitation, reasonable attorneys’ and consultants’ fees and costs), judgments, fines and penalties based upon or arising out of your negligent actions, errors, omissions, willful misconduct and/or fraud in connection with the breach of this Membership Agreement by you or by your or your guests’ participation in or use of the Services. You further agree that in the event that you bring a claim or lawsuit in violation of this Membership Agreement, you shall be liable for any attorneys’ fees and costs incurred by Lake City Coworking and Lake City Coworking Affiliates in connection with the defense of such claim or lawsuit.
12. Insurance. Lake City Coworking carries liability insurance. However, you are strongly encouraged to carry an insurance policy to cover your equipment and personal property while using the Premises. You waive any right of subrogation and right of recovery or cause of action for any damage or theft, destruction, or loss of property, or any injury including death to the extent the same is insured against under any insurance policy which you may have.
13. 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.
14. Storage. You are not permitted to store items of personal property at the Coworking Space. We are not liable or any loss of or damage to items left at the Coworking Space. If there are personal items left at the Coworking Space, we may dispose of them. You wave any claims you may have regarding any personal items.
15. Internet Policy. Lake City Coworking makes no representations whatsoever as to the security of the internet, wired or wireless telecommunications systems, or hosting services provided as part of the Services, or of any data or communications system or any information that you send through or place on it, and you have no expectation of privacy with respect to such systems. Lake City Coworking is not responsible for any loss of data, information, business, goodwill or otherwise as a result of such interruptions. You are responsible to protect your own computers, devices and data, information, business and goodwill from damage or interference, including but not limited to viruses or malware. Lake City Coworking may amend or change the terms of the Internet Policy at any time. If Lake City Coworking suspects you have violated the Internet Policy, Lake City Coworking will investigate and may institute legal action, immediately deactivate Services to any account without prior notice to you, and cooperate with law enforcement authorities in bringing legal proceedings against violators, and you agree to reasonably cooperate with Lake City Coworking in all such actions. You agree to indemnify Lake City Coworking for any damages to the Lake City Coworking infrastructure or business caused by your violation of the Internet Policy.
16. Privacy Policy. We may collect, process and/or use personal data about you in a variety of ways, including personal data that may be provided by you upon execution of this Agreement or during your or the Members’ membership, and information that may be gathered from our security cameras located on the premises. We may collect, process, use, store and transfer personal data in accordance with applicable laws, for various purposes including facilitating the Services, perform accounting and administrative tasks, internal review and audit, compliance with obligations under applicable laws and regulations, to enforce or manage legal claims and otherwise in accordance with the Internet Policy. For the purposes stated above, we may transfer the personal data collected by us and make it available to our personnel, advisors, professionals, subcontractors, independent consultants, external third-party services providers and our affiliates. We will never sell your personal data.
17. 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 same city and state of where the office location and real property for the Membership Agreement exists. 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 New York. 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.
18. No Class Actions. Any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor we will seek to have a dispute heard as a class action or in any proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. You and we also agree not to participate in claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person’s account, if we are a party to the proceeding. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.
19. Miscellaneous.
(a) Entire Agreement. This Agreement, including the Membership Details form, constitutes the entire agreement between the parties relating to the subject matter hereof and shall not be changed in any manner except by a writing executed by both parties or as otherwise permitted herein. All prior agreements and understandings between the parties regarding the matters described herein have merged into this Agreement.
(b) Severability. In the event that any provision or portion of the Membership Agreement is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of the Membership Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.
(c) Waiver. Neither party shall be deemed by any act or omission to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving party.
(d) No Assignment. Except in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the shares or assets of you or your parent corporation, you may not transfer or otherwise assign any of your rights or obligations under this Agreement (including by operation of law) without our prior consent. We may assign this Agreement without your consent.
(e) Notices. Any and all notices under this Agreement will be given via email, and will be effective on the first business day after being sent. All notices will be sent via email to the email addresses specified on the Membership Details form, except as otherwise provided in this Agreement. Lake City Coworking may send notices to either (or both) the Primary Member or the Authorized Signatory, as Lake City Coworking determines in its reasonable discretion. Notices related to the physical Office Space, Premises, Members, other Member Companies or other issues in the Premises should be sent by the Primary Member. Notices related to this Agreement or the business relationship between you and Lake City Coworking should be sent by your Authorized Signatory. In the event that we receive multiple notices from different individuals within your company containing inconsistent instructions, the Authorized Signatory’s notice will control unless we decide otherwise in our reasonable discretion.
(f) Attorneys’ Fees. If Lake City Coworking shall bring any action for any relief against you arising out of the Membership Agreement, including arbitration pursuant to Paragraph 19 above, the non-prevailing party shall pay to the prevailing party a reasonable sum for attorneys’ and consultants’ fees and costs incurred in bringing such suit and/or enforcing any judgment granted therein, all of which shall be deemed to have accrued upon the commencement of such action and shall be paid whether or not such action is prosecuted to judgment.
(g) Governing Law. The rights and obligations hereunder shall be governed by, and the Membership Agreement shall be construed and enforced in accordance with, the laws of the State where the real property and Membership Agreement exists. Venue for the resolution of any dispute arising out of the Membership Agreement shall be the same city and state of where the office location and real property for the Membership Agreement exists.
LAKE CITY COWORKING LLC
Community and Facility Rules
These Community and Facility Rules (“Community Rules”) form a part of and are incorporated into the Membership Agreement between you and Lake City Coworking and describe the manner in which you must use the Membership Services provided by Lake City Coworking. If you have any questions about these Community Rules, please contact lakecitycoworking@gmail.com. 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. By using the Membership Services, you are agreeing to abide by and be bound by these Community Rules.
(a) You acknowledge and agree that:
You are at least 18 (eighteen) years of age;
You shall promptly notify us of any change to your contact and payment information;
We will provide notice to you of any changes to services, fees, or other updates by emailing the email addresses provided by you. It is your responsibility to read such emails and to ensure you are aware of any changes;
For security reasons, we may, but have no obligation to, regularly record certain areas in the Premises via video;
We may disclose information about you or as necessary to satisfy any applicable law, rule, regulation, legal process or government request or as we otherwise deem reasonably necessary for the protection of us or other members;
You will abide by other rules and regulations as determined by us and communicated to you, including by email. We may add, delete or amend the rules and regulations at our reasonable discretion and with notice to you, provided that neither the enforcement of such rules nor the additions, deletions or amendments of such rules shall be discriminatory;
You have no expectation of privacy with respect to Lake City Coworking’s Internet connection, networks, telecommunications systems or information processing systems (including any stored computer files, email messages and voice messages), and your activity and any files or messages on or using any of those systems may be monitored at any time without notice, including for security reasons and to ensure compliance with Lake City Coworking’s policies, regardless of whether such activity occurs on equipment owned by you or Lake City Coworking; and
(b) No Member will:
Perform any activity that is reasonably likely to be disruptive or dangerous to us or any other members, or our or their employees, guests or property;
Use the Membership Services to conduct or pursue any illegal activities;
Use the Membership Services to conduct any activity that is generally regarded as offensive;
Attach or affix any items to the walls or make any other alterations to the Coworking Space, or install antennas or telecommunication lines or devices in the Coworking Space or bring any additional furniture into the Coworking Space, in each case without our prior written consent;
Misrepresent himself or herself to the Lake City Coworking community;
Take, copy or use any information or intellectual property belonging to other Member Companies or their Members or guests, including without limitation personal names, likenesses, voices, business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property, or modified or altered versions of the same, and this provision will survive termination of this Agreement;
Take, copy or use for any purpose the name “Lake City Coworking” or any of our other business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property or modified or altered versions of the same, or take, copy or use for any purpose any pictures or illustrations of any portion of the Premises, without our prior consent, and this provision will survive termination of this Agreement;
Use the Coworking Space in a “retail,” “medical,” or other nature involving frequent visits by members of the public; or
Make any copies of any keys or other means of entry to the Coworking Space or lend, share or transfer any keys, keycards or access codes to any third party, unless authorized by us in advance;
Or allow any guest(s) to enter the building without registering such guest(s) and performing any additional required steps according to our policies.
You are responsible for ensuring your guests comply with all Community Rules.
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