The Collider Coworking Membership Agreement and Terms of Use
This Agreement and Terms of Use are effective as of July 1, 2017.
PLEASE READ THIS AGREEMENT AND TERMS AND CONDITIONS OF USE CAREFULLY BEFORE ACCEPTING.
1. Acknowledgement and Acceptance of Terms. The Collider provides the coworking Space (as defined below) and the associated Services (as defined below) to you “AS IS” subject to the following disclaimers, conditions, and policies (“Terms of Use”).
BY ACCEPTING THESE TERMS OF USE AND CONTINUING WITH REGISTRATION, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OF USE, PLEASE EXIT THE SITE NOW AND TERMINATE YOUR REGISTRATION.
The Collider reserves the right, at our discretion, to change, modify, add, or remove portions of these Terms of Use at any time, without notice to you. You acknowledge and agree that it is your responsibility to review these Terms of Use periodically for such modifications and that you will make any changes necessary to your use of the Space or the Services to meet with any changes in these Terms of Use within thirty (30) days of such modifications. Your continued use of this Space or the Services after such modifications constitutes your acknowledgement of the modified Terms of Use and agreement to be bound by the modified Terms of Use.
2. Description of Services/Grant of Revocable License. The Collider will provide you with access to office space, work stations, Internet access, office equipment, and conference space (collectively, the “Space”). The Collider may also, in its sole discretion, provide knowledge resources, Web Services (as defined below), and other services to you from time to time (collectively, “Services”). Fees for use of the Space and the Services are set out in the Coworking Membership Fees described elsewhere in the registration process.
You acknowledge and agree that The Collider is merely granting you a revocable license to use the Space and access the Services, and you do not have the rights granted herein to the exclusion of the rights of The Collider to use the Space in any manner The Collider may desire. Further, you agree that it does not and shall not claim at any time any interest or estate of any kind or extent whatsoever in the Space, by virtue of this license or your use hereunder and The Collider conveys no interest in the Space to you by these Terms of Use. The Space and the Services, and access thereto, remains at all times subject to the terms of The Collider’s master lease.
We reserve the right to either modify or discontinue your use of the Space or the Services, including any features therein, at any time with or without notice to you. We shall not be liable to you or any third party should we exercise such right. Modifications may include, but are not limited to, changes in the pricing structure, the addition of fee-based services, or changes to limitations on use of The Collider’s network. The Services, and any new features that augment or enhance the then-current Services available to you, shall also be subject to the Terms of Use.
You understand and agree that temporary interruptions of the Services available may occur as normal events. You further understand and agree that we have has no control over third party networks you may access while using the Space, and therefore, delays and disruption of other network transmissions are completely beyond our control.
3. Disclaimer of Warranties.
THE SPACE, ALL MATERIALS, AND ALL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND NOT AS A LEASE OF REAL PROPERTY, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF TITLE, QUIET ENJOYMENT OR POSSESSION, OR THE WARRANTY OF NONINFRINGEMENT.
THE USE OF THE SPACE, THE SERVICES, OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH ANY WEB SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PERSONAL PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
4. Limitation of Liability; Indemnification. Your exclusive remedy and our entire liability, if any, for any claims arising out of these Terms of Use and your use of the Services or the Space shall be limited to the amount you paid us for the Services or the Space during the three-month period before the act giving rise to the liability.
IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SPACE OR THE SERVICES.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Upon a request by us, you agree to defend, indemnify, and hold us and our affiliates harmless from all liabilities, claims, and expenses, including attorney’s fees, that arise from your use or misuse of the Space or the Services. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
5. Registration and Data Privacy. In order to access the Space or the Services, you will require an account and password that can be obtained by completing our online registration form, which requests certain information and data (“Registration Data”) and maintaining and updating your Registration Data as required. By registering, you agree that all information provided in the Registration Data is true and accurate and that you will maintain and update this information as required in order to keep it current, complete and accurate.
You also grant us the right to disclose to third parties certain Registration Data about you. The information we obtain through your use of the Web Services, including your Registration Data, is subject to our Privacy Policy, which is specifically incorporated by reference into these Terms of Use. The Collider reserves the right at all times to disclose any information about you and/or your participation in and use of the Services as The Collider deems necessary to satisfy any applicable law, regulation, legal process or governmental request.
You are solely responsible for maintaining the confidentiality of your password and account and for any and all statements made and acts or omissions that occur through the use of your password and account, including any mail sent and any charges incurred. Therefore, you must take steps to ensure that others do not gain access to your password and account. Our personnel will never ask you for your password. You may not transfer or share your account with anyone, and we reserve the right to immediately terminate your account in the event of any unauthorized transfer or sharing thereof.
6. Payment of Fees. You agree to pay all Fees associated with your use of the Space and the Services. Recurring charges are billed in advance of service. You agree to provide us with accurate and complete billing information, including credit card information, your name, address and phone number, and to provide us with any changes in such information within 30 days of the change.
If, for any reason, your payment fails to process or is returned for lack of sufficient funds, we may, at our option, suspend or terminate your access to the Space or the Services and require you to pay the overdue amount by other means acceptable to us. We may charge a fee for reinstatement of suspended or terminated accounts. You agree that until your subscriptions to the Space or the Services, as applicable, are terminated, you will continue to accrue charges for which you remain responsible, even if you do not use the Space or the Services.
In the event legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred to recover sums due, including attorney fees and other legal expenses.
7. Insurance. You acknowledge and agree that you, your belongings, equipment, employees, independent contractors, and any other personal property, whether tangible or intangible, are NOT covered by our insurance policies. Further, you are hereby advised that The Collider is not responsible for any loss of property or theft, any damages or injuries to you, your clients, guests, or other parties that other users of the Space or the Services may invite into the Space, and we strongly recommend that you obtain your own general liability insurance.
8. No Unlawful or Prohibited Use. Your use of the Space and the Services is subject to all applicable laws and regulations and you are solely responsible for the Contents of your communications through The Collider’s network and web sites (collectively, the “Web Services”) and in the Space. By posting information in the Space or using any communications service, chat room, message board, newsgroup, or other interactive service that may be available to you on or through the Web Services, you agree that you will not upload, share, post, or otherwise distribute or facilitate distribution of any Content — including text, communications, software, images, sounds, data, or other information that:
a. Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies;
b. Victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
c. Infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;
d. Constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
e. Contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or
f. Impersonates any person or entity, including any of our employees or representatives.
We neither endorse nor assume any liability for the Contents of any Material uploaded or submitted by third party users of the Web Services. We generally do not pre-screen, monitor, or edit the Content posted by users of communications services, chat rooms, message boards, newsgroups, software libraries, or other interactive services that may be available on or through the Web Services. However, we and our agents have the right at their sole discretion to remove any Content that, in our judgment, does not comply with these Terms of Use and any other rules of user conduct for our site, or is otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing such Content. You hereby consent to such removal and waive any claim against us arising out of such removal of Content.
You may not use the Web Services to: download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner; violate any code of conduct of other guidelines which may be applicable to the Space or 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; or create a false identity for the purpose of misleading others.
You may not use the Web Services in any manner that could damage, disable, overburden, or impair any server of The Collider, or the network(s) connected to any server of The Collider, or interfere with any other party’s use and enjoyment of the Space or the Services. In addition, you may not use your account to gain access to any Materials or information through any means not intentionally made available through the Services, breach security of another account, or attempt to gain unauthorized access to another network or server. Not all areas of the Web Services may be available to you or other authorized users of the Web Services. Users who violate systems or network security may incur criminal or civil liability.
You acknowledge that we will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations. You agree to reasonably cooperate with The Collider and law enforcement authorities in investigating suspected violations.
9. General Rules and Regulations. You agree to the following additional general terms and conditions of your coworking membership:
a. You shall not place anything, or allow anything to be placed, in the common areas, in any, or near the glass or any window, door, partition or wall which may in The Collider's judgment, appear unsightly from the common areas or from the outside of the building in which the Space is situated (the “Building”).
b. The sidewalks, halls, passages, exits, entrances, elevators and stairways shall not be obstructed or used for any purposes other than for ingress to and egress from the Space. The halls, passages, exits, entrances, elevators, stairways, showers are not for the use of the general public and The Collider shall, in all cases, retain the right to control and prevent access thereto by all persons whose presence in the judgment of The Collider, reasonably exercised, shall be prejudicial to the safety, character, reputation and interests of the Building. Neither you nor any of your employees or invitees shall go upon the roof of the Building.
c. The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any purposes other than that for which they were constructed, and no foreign substance of any kind whatsoever shall be thrown therein, and to the extent caused by you or your employees or invitees, the expense of any breakage, stoppage or damage resulting from the violation of this norm shall be borne by you.
d. You shall not cause any unnecessary janitorial labor or services by reason of your carelessness or indifference in the preservation of good order and cleanliness.
e. No cooking shall be done or permitted on the Space, nor shall the Space be used for lodging (the use of a coffee maker and microwave are, however, permitted uses).
f. You shall not bring upon, use or keep in the Space or the Building, any kerosene, gasoline or inflammable or combustible fluid or material, or use any method of heating or air conditioning other than that supplied by The Collider.
g. The Collider and The Callen Center shall have sole power to direct electricians to where and how telephone and other wires are to be introduced. No boring or cutting of wires is to be allowed without the consent of The Collider. The locations of telephones, call boxes and other office equipment affixed to the Space are determined by The Collider and The Callen Center, in its sole discretion, but The Collider shall attempt to locate such fixtures as requested by you.
h. Upon the termination of Services, you shall deliver to The Collider all keys and passes for offices, rooms, and toilet rooms which shall have been furnished to you. In the event of the loss of any keys so furnished, you shall pay The Collider therefore. You shall not make, or cause to be made, any such keys, you shall order all such keys solely from The Collider and you shall pay The Collider for any additional such keys over and above the set(s) of keys originally furnished by The Collider.
i. You shall not install linoleum, tile, carpet or other floor covering so that the same shall be affixed to the floor of the Space in any manner except as approved by The Collider.
j. No furniture, packages, supplies, equipment or merchandise will be received in the Building or carried up or down in the elevator or stairways, except between such hours and in such elevator and stairways as shall be designated by The Collider.
k. You shall cause all doors to the Space to be closed and securely locked before leaving the Building.
l. Without the prior written consent of The Collider, you shall not use the name of the Building or any picture of the Building in connection with, or in promoting or advertising your business, except you may use the address of the Building as the address of your business.
m. You shall cooperate fully with The Collider to assure the most effective operation of the Space' or the Building's heat and air conditioning, and shall refrain from attempting to adjust any controls.
n. Except with the prior written consent of The Collider, you shall not sell or cause to be sold any items or services at retail in or from the Space, nor shall you carry on or permit or allow any employee or person to carry on the business of machine copying, stenography, typewriting or similar business in or from the Space for the service or accommodation of occupants of any other portion of the Building without written consent of The Collider.
o. You shall not conduct any auction nor permit any fire or bankruptcy sale to be held on the Space, nor store goods, wares or merchandise on the Space.
p. All freight must be moved into, within and out of the Building under the supervision of The Callen Center and The Collider staff and according to such regulations as may be promulgated by the same. All moving of furniture or equipment into, within or out of the Building by you shall be done at such time and in such manner as directed by The Collider or its agent. In no cases shall items of freight, furniture, fixtures or equipment be moved into or out of the Building or in any elevator during such hours as are normally considered rush hours to an office building; i.e., 7:30-9:30 A.M., 11:00 A.M.-1:00 P.M. and 4:00-6:30 P.M.
q. On Sundays, federally observed holidays and on other days during certain hours for which the Building may be closed after normal business hours, access to the Building or to halls, corridors, elevators, stairwells will be controlled by The Collider through the use of a card key system. This system will verify any and all persons seeking access to the Building through the use of proper identification to determine if they have rights of access to the Space. The Collider shall in no case be liable for damages wherein admission to the Building has not been granted during abnormal hours by reason of your failing to properly identify yourself through the use of a card-key, or through the failure of the Building to be unlocked and open for access by you, your employees and general public. Nothing contained herein shall obligate The Collider to provide such card key system or to make The Collider liable for any act or omission or failure of such system and the card keys which may be provided. You shall not change locks or install other locks on doors without the prior written consent of The Collider.
r. You shall give prompt notice to The Collider of any accidents to or defects in plumbing, electrical fixtures or heating apparatus reasonably known to you so the same may be attended to properly.
s. No safes or other objects larger or heavier than the freight elevators of the Building are limited to carry shall be brought into or installed on or in the Space. The Collider shall have the power to prescribe the weight and position of such safes or other objects which shall, if considered necessary by The Collider, be required to be supported by such additional materials placed on the floor as The Collider may direct, and at your expense. In no event can these items exceed a weight for which the floor is designed.
t. You are responsible to protect your own computer and data from electrical surges, theft, virus, or other malicious attack. Unless otherwise set forth by The Collider in writing, you are receiving a single user account solely for your use of the Web Services through one unit per login session. You shall not install, maintain or otherwise locate at The Collider any computer server of any kind, whether hardware or software without the written consent of The Collider.
u. You will not violate any code of conduct or other guidelines which may be applicable to the Space or any particular Service (including the Building Rules for The Callen Center).
10. Non-Disparagement and Non-Competition. You shall, during and after the participation in and use of the Space and/or the Services, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding The Collider, or any of The Collider’s officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law. Further, you shall, during your participation in and use of the Space and/or the Services, refrain from competing with The Collider in any way, directly or indirectly.
11. Termination. You agree that we may, in our sole discretion, revoke the license granted herein or terminate or suspend your access to all or part of the Space or the Services with or without notice and for any reason, including, without limitation, breach of these Terms of Use. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities.
Upon termination or suspension, regardless of the reasons therefore, your right to use the Space and the Services immediately ceases and any and all licenses granted hereunder are revoked. Further, you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Web Services. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection therewith. Sections 1, 3-5, 10- 18 of these Terms of Use, as well as your liability for any unpaid fees, shall survive any termination.
12. Governing Law. The statutes and laws of the State of North Carolina, without regard to the conflicts of laws principles, will apply to all matters relating to the use of the Space and the Services. Each of us agrees and hereby submits to the exclusive personal jurisdiction and venue of the Superior Court of Buncombe County and the United States District Court for the Western District of North Carolina with respect to such matters.
13. Severability. In the event that any provision or portion of this Terms of Use is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this Terms of Use shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.
14. Notices. All notices to a party shall be in writing and shall be made either via e-mail or conventional mail. Notices to us must be sent to the attention of [NAME] at [EMAIL], if by e-mail, or at The Collider, [ADDRESS], if by conventional mail. Notices to you may be sent either to the e-mail address supplied for your account or to the address supplied by you as part of your Registration Data. In addition, we may broadcast notices or messages through the Web Services to inform you of changes to the Space, the Services, or other matters of importance, and such broadcasts shall constitute notice to you.
Any notices or communication under these Terms of Use will be deemed delivered to the party receiving such communication (1) on the delivery date if delivered personally to the party; (2) two business days after deposit with a commercial overnight carrier, with written verification of receipt; (3) five business days after the mailing date, if sent by US mail, return receipt requested; (4) on the delivery date if transmitted by confirmed facsimile; or (5) on the delivery date if transmitted by confirmed e-mail.
15. Entire Agreement. These terms and conditions constitute the entire agreement and understanding between us concerning the subject matter hereof and supersedes all prior agreements and understandings of the parties with respect thereto. These Terms of Use may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for products or Services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by you and us.
16. Miscellaneous. In any action to enforce these Terms of Use, the prevailing party will be entitled to costs and attorneys’ fees. Any cause of action brought by you against us or our affiliates must be instituted with one year after the cause of action arises or be deemed forever waived and barred. You may not assign your rights and obligations under these Terms of Use to any third party, and any purported attempt to do so shall be null and void. We may free assign our rights and obligations under these Terms of Use. You agree not to sell, resell, reproduce, duplicate, copy or use for any commercial purposes any portion of the Space or the Services, except as provided herein. In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of access to the Space and the Services arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above. Any failure by us to enforce or exercise any provision of these Terms of Use or related rights shall not constitute a waiver of that right or provision.
17. Confidentiality.
a. You acknowledge and agree that during your participation in and use of the Space and the Services you may be exposed to Confidential Information. “Confidential Information” shall mean all information, in whole or in part, that is disclosed by The Collider or any participant or user of the Space or 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, knowhow, trade secrets, technology, products, employees, customers, marketing plans, financial information, services, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of The Collider, any analyses, compilations, studies or other documents prepared by The Collider 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. Confidential information does not include information already in the public domain, anything voluntarily disclosed by the disclosing party, anything independently developed by you or information disclosed in compliance with a lawfully issued process compelling disclosure.
b. Your participation in and/or use of the Space or the Services obligates you to: (i) maintain all Confidential Information in strict confidence; (ii) not to disclose Confidential Information to any third parties; (iii) not to use the Confidential Information in any way directly or indirectly detrimental to The Collider or any participant or user of the Space or the Services.
c. All Confidential Information remains the sole and exclusive property of The Collider or the respective disclosing party. You acknowledge and agree that nothing in this Terms of Use or your participation or use of the Space or 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 The Collider or any participant or user of the Space or the Services. The Collider acknowledges that it is subject to the same restrictions and obligations contained in this section entitled “Confidentiality” with regard to Confidential Information belonging to you.
18. Participation In or Use of Services. You acknowledge that you are participating in or using the Space or the Services at your own free will and decision. You acknowledge that The Collider does not have any liability with respect to your access, participation in, use of the Space or the Services, or any loss of property or information resulting from such participation or use. Further, 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 Terms of Use and no further authorization or approval is necessary. You further represent and warrant that your participation or use of the Space or 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.
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