Terms & Conditions
1. NATURE OF THE SERVICES. Company is a creative space for small business solutions. Company provides Member with access to office space, work stations, Internet access, conference space, office equipment, knowledge resources, photography studio at a 50% off discount, a members-only discount at the café, event space, retail store, and other services as Company may provide from time to time (“Services”).
2. PAYMENT OF MEMBERSHIP FEES. To enroll in a monthly membership with Company, payments must be made to Company by valid credit card, Venmo, or Cash App. All payments to Company are final. Membership dues will be charged to your credit card or will be requested from your Venmo or Cash App accounts on the first (1st) day of every month. Company memberships are $100/month. Company reserves the right to adjust membership pricing or membership services with a thirty (30) day written notice.
3. TERM. Membership contracts are quarterly agreements and will auto-renew every month with your signed consent.
4. DEFAULT/REMEDIES. Any monthly payment received more than ten (10) days after the due date shall be subject to automatic cancellation of the membership until the delinquent dues are paid.
5. HOURS OF OPERATION. Normal Business Hours for the Company shall mean 10:00 a.m. to 5:00 p.m. Mondays through Fridays, exclusive of Holidays. Member may also use Company’s facility on Saturdays and Sundays if Member provides three (3) day notice to Company and if Company is available. Upon any change of the Company’s hours of operation, Member will be informed and rescheduled accordingly.
6. NO UNLAWFUL OR PROHIBITED USE. As a condition of your use of the Services, you will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions and notices. You may not use the Services in any manner that could damage, disable, overburden, or impair any Company server, or the network(s) connected to any Company 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, or accounts, computer systems or networks connected to any Company 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 and conditions 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.
7. 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 email, 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 Company Services;
- Upload, or otherwise make available, files that contain images, photographs, software or other material 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;
- Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party;
- Violate any applicable laws or regulations; and
- Create a false identity for the purpose of misleading others.
8. TERMS AND CONDITIONS. Company reserves the right to vary, add or eliminate any of the particular services and facilities provided to Member from time to time. Company reserves the right to set aside facilities for social events or activities. Company reserves the right to close or modify facility hours with or without notice.
9. SUSPENSION AND TERMINATION. I understand that Company reserves the right to suspend or terminate my membership at any time, in its sole and absolute discretion, for non-payment of
Membership Fees or for failure to comply with this Agreement, and that in so doing, Company assumes no further liability to adhere to the terms of this Agreement. In the event of any termination of the Member's membership, any dues that are then due and owing shall remain payable, and no refund shall be made of any dues then paid. The intent to terminate this Agreement must be made known 7 days prior to the renewal date in an effort to maintain scheduling and avoid conflicts with other members.
- 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, including any information seen or heard by Member while using Company’s Services, in whole or in part, that is disclosed by Company, 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, ideas, techniques, sketches, drawings, works of authorship, models, methods, inventions, technology, products, marketing plans, financial information, services, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of Company, any analyses, compilations, studies or other documents prepared by Company or otherwise derived in any manner from the Confidential Information, and any information that you are obligated to keep confidential or know or has reason to know should be treated as confidential.
- Your participation in and/or use of the Services obligates you to (i) maintain all Confidential Information in strict confidence; (ii) not to disclose Confidential Information to any third parties; and (iii) not to use the Confidential Information in any way directly or indirectly detrimental to Company, or any participant or user of the Services.
- All Confidential Information remains the sole and exclusive property of Company 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 Company, or any participant or user of the Services.
11. 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 Company does not have any liability with respect to your access, participation in, use of the Services, or any loss of information resulting from such participation or use.
12. DISCLAIMER OF WARRANTIES. To the maximum extent permitted by applicable law, Company provides the services “as is” and with all faults, and hereby disclaim with respect to the services all warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) warranties, duties or conditions of or related to: merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses, results, workmanlike effort and lack of negligence. Also, there is no warranty, duty or condition of title, quiet enjoyment, quiet possession, correspondence to description or non-infringement. The entire risk as to the quality, or arising out of participation in or the use of the services, remains with you.
12. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL, AND CERTAIN OTHER DAMAGES. To the maximum extent permitted by applicable law, in no event shall Company 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 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 Company, and even if Company has been advised of the possibility of such damages.
13. 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 Company 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 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 12 and 13 above) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
14. GOVERNING LAW; VENUE. This Agreement and all questions of interpretation, construction and enforcement hereof, and all controversies arising hereunder, shall be governed by the applicable statutory and common law of the State of Florida. Venue for any legal proceedings shall be in Miami-Dade County, Florida. Member irrevocably submits to the jurisdiction of the Courts therein.
15. SEVERABILITY. In the event any term or provision of this Agreement shall be held illegal, unenforceable or inoperative as a matter of law, the remaining terms and provisions of this Agreement shall not be affected thereby, but each such term and provision shall be valid and shall remain in full force and effect.
16. BINDING EFFECT; ENTIRE AGREEMENT; MODIFICATION. This Agreement shall be binding upon, and shall inure to the benefit of, the successors and assigns of the Parties hereto. This Agreement embodies the entire agreement between the Parties hereto and supersedes any and all prior agreements and understandings, written or oral, formal or informal. No modifications or amendments to this Agreement, of any kind whatsoever, shall be made or claimed by any Party hereto, and no notices of extension, change, modification or amendment made or claimed by any Party hereto shall have any force or effect whatsoever unless the same shall be endorsed in writing and fully signed by the Party against whom enforcement is sought.
17. LITIGATION. In the event of any dispute arising hereunder, the Parties agree to first submit the dispute to non-binding mediation prior to filing any formal causes of action. In the event that a formal cause of action arising hereunder is subsequently filed, the prevailing party shall be entitled to an award of reasonable attorneys’ fees and costs at the pretrial, trial and appellate levels or in bankruptcy court, whether such proceedings are bought in the instant action or some other or subsequent action.
18. FURTHER ASSURANCES. The Parties hereto agree to take all such action as may be reasonably required by any Party to effectuate the terms and provisions of this Agreement and the transactions contemplated herein.
19. NO ASSIGNMENT. This Agreement is not assignable or transferable. Any attempt to do so shall be void ab initio.
20. FACSIMILE AS ORIGINAL. Facsimile, scanned, and email copies of this Agreement, signed and initialed in counterparts, shall be considered for all purposes as originals.
21. CONSIDERATION. The Parties hereto acknowledge and agree that each is foregoing certain rights and assuming certain duties and obligations, which, but for this Agreement, would not have been foregone or assumed. Accordingly, the Parties agree that this Agreement is fully and adequately supported by consideration and is fair and reasonable in all of its terms.
22. WAIVER. No waiver of any provisions of this Agreement shall be valid unless in writing and signed by the Party against whom charged.