Coworking Space Agreement - Template, Sample Form Pro · US-law

COWORKING SPACE MEMBERSHIP AGREEMENT

Effective Date: ________

This Coworking Space Membership Agreement (this "Agreement") governs your Membership (the "Membership"), your use of our coworking space (the "Coworking Space"), your use of our website (the "Website"), and the provision of any services on the Website or related to the Coworking Space (collectively, the "Membership Services"), each as provided by ________, a ________ organized under the laws of ________ with its principal place of business at ________ (the "Provider"). All parts and sub-parts of this Agreement are specifically incorporated by reference herein.

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 BY AND TO ABIDE BY THIS AGREEMENT AND ANY AMENDMENTS HERETO. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING ANY OF THE MEMBERSHIP SERVICES, ESPECIALLY BECAUSE THIS AGREEMENT MAY AFFECT YOUR LEGAL RIGHTS, INCLUDING BY 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 INFORMATION:

Member Legal Name: ________

Member Address:

________

Member Email: ________

Member Phone Number: ________

Article 1 — DEFINITIONS:

The parties referred to in this Agreement shall be defined as follows:

a) Provider, we, us, our: We are the organization providing use of the Coworking Space to you, together with your Membership. We may offer additional Membership Services to you depending on your location. We will be referred to as "Provider," "we," "us," or "our." These terms apply to us as well as to all of our officers, directors, members, managers, employees, and authorized agents.

b) You, the Client, the Member: You are the person or entity utilizing the Membership Services described herein. You will be referred to as "you," "the Client," or "the Member," and, where pronouns are used, "your" and "yours."

c) Parties: Collectively, the parties to this Agreement (us and you) will be referred to as the "Parties."

d) Coworking Space: The Coworking Space is the communal working space we make available, located at the following address:

________

Article 2 — MEMBERSHIP SERVICES:

The Membership Services generally refer to the following services we offer:

- Access to the Coworking Space, which is available on the following days and at the following times:

________

- Maintenance and upkeep of the Coworking Space;

- Use of certain equipment, workstations, furnishings, or office supplies in the Coworking Space, as described to you upon your first visit;

- Use of basic amenities at the Coworking Space, such as air conditioning, heating, electricity, and, where applicable, shared kitchen space and appliances;

- Access to and use of the Website, which may be subject to additional legal terms posted thereon;

- The ability to sign up for additional services through the Website;

- Use of Internet service at the Coworking Space.

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.

THE COWORKING SPACE AND THE MEMBERSHIP SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Article 3 — MEMBERSHIP LEVELS:

We offer different Membership Levels at different costs. They are as follows:

________

Article 4 — DAMAGES:

If you or any of your guests damage any property at the Coworking Space, you will be held liable for the resulting loss, including all reasonable charges incurred to repair or replace the affected property or items.

Article 5 — STORAGE:

Except as expressly permitted by your Membership Level, you are not permitted to store items of personal property at the Coworking Space. To the fullest extent permitted by applicable law, we are not liable for any loss of or damage to items left at the Coworking Space. If personal items are left at the Coworking Space, we may, after providing such notice as may be required by applicable law, dispose of them. You waive any claims you may have regarding any such personal items to the extent permitted by applicable law.

Article 6 — 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 that may arise between Members or guests.

Article 7 — NO EXPECTATION OF PRIVACY:

You acknowledge and agree that you may not have any expectation of privacy when using the Internet and telecommunications systems at our Coworking Space. We may monitor activities on our networks and within our spaces to maintain their safety and security, in each case in accordance with applicable law.

Article 8 — AMENDMENTS:

We may, from time to time and at any time, 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 permitted by applicable law.

You agree to routinely review this Agreement on the Website to note any modifications or variations. We may also change the scope of the Membership Services. If we do so and you are unhappy with the new offerings, please contact us.

Article 9 — AGE RESTRICTIONS:

You must be at least eighteen (18) years of age to enter into a Membership. We assume no responsibility or liability for any misrepresentation of your age. When you sign up for a Membership, you may be asked to provide government-issued identification to verify your age.

Article 10 — CREDENTIALS:

As part of your Membership Services, you may be required to set up specific access credentials for the Coworking Space, such as a username and password. You may also receive an access device, such as an electronic access pass. You are responsible for ensuring the safety and security of your access credentials and devices. You must not share your access credentials or devices with any third party. If you discover that your access credentials or device have been compromised, you agree to notify us immediately.

Article 11 — AUTHORIZED USERS:

A company may become a Member and may designate 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. You are responsible for the acts and omissions of your authorized users, and we are not responsible for any unauthorized access to your company account.

Article 12 — FEES:

As a Member, you will pay ________ installments of $________ (________) (the "Fees").

The Fees shall be payable in advance on ________ of each applicable period.

Fees shall be paid via the following methods:

________

Payments may be remitted to us at the following address:

________

The first full Fee under this Agreement shall be due on ________. No holidays, special events, or weekends will excuse your obligation to pay Fees in a timely manner as described by this Agreement. Any Fee not paid when due shall accrue interest at the lesser of ________% per month or the maximum rate permitted by applicable law.

The following additional fees may apply:

________

Article 13 — SECURITY DEPOSIT:

At the time of signing this Agreement, you will pay a security deposit of $________ (________), to be held by us as security for the performance of your obligations hereunder, including any unpaid Fees, charges for damage, or amounts owing upon the expiration or termination of this Agreement or in the event of your default. The security deposit, less any lawful deductions, shall be returned to you within the period required by applicable law following the expiration or termination of this Agreement and your surrender of the Coworking Space.

Article 14 — ACCEPTABLE USE:

You may be provided an additional list of rules upon your registration. If so, those rules, together with the rules below, apply to your Membership.

You shall not damage the business reputation or physical property of the Provider. You may not act in any way that presents danger or disruption to other Members, guests, employees, agents, or animals at the Coworking Space.

You will not harass, abuse, or threaten others or otherwise violate any person's legal rights.

You will not violate any intellectual property rights of the Provider or any third party.

You will not use the Coworking Space to operate any public-facing business to which members of the public are expected to come, except as expressly permitted in writing. 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.

You will not use the Coworking Space to perpetrate any fraud or to engage in any unlawful activity.

You will not publish or distribute any obscene or defamatory material, or any material that incites violence, hatred, or unlawful discrimination against any group, at the Coworking Space.

You will not unlawfully gather information about others, including photographing or recording others without their consent where such consent is required by law.

Article 15 — 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 our express written permission.

Article 16 — TERM:

The term of this Agreement (the "Term") shall begin on the Effective Date and continue for a period of ________.

The Term will automatically renew for successive periods of equal length unless terminated by either Party as described in the Article governing Termination.

Article 17 — TERMINATION:

At least thirty (30) days prior to the expiration of the then-current Term, either Party may terminate this Agreement by sending written notice to the other Party.

This 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, or that is capable of being remedied but is not remedied within fourteen (14) days after a written request to do so;

b) the other Party becomes unable to perform its duties hereunder, including a duty to pay or a duty to perform, or becomes insolvent or subject to bankruptcy or similar proceedings; or

c) the other Party, or its employees or agents, engage in any conduct materially prejudicial to the business of the other, or in the event that either Party reasonably determines that a conflict or potential conflict of interest has arisen between the Parties.

If this Agreement is terminated, you agree to pay us all Fees incurred prior to the date of termination, regardless of which Party terminated or the reason for termination. You are excused from paying Fees only if we cease to provide the Membership Services.

Any termination under this Article 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 to which either Party may be entitled. Any provision or sub-part of this Agreement that is intended to survive termination or to come into force at or after termination shall not be affected by this Article.

Article 18 — INDEMNIFICATION:

You agree to defend, indemnify, and hold harmless us and any of our affiliates, and our and their respective officers, directors, members, managers, employees, and agents, from and against any and all claims, demands, liabilities, losses, damages, costs, and expenses, including reasonable attorneys' fees, arising from or relating to your use or misuse of the Coworking Space or the Membership Services, your breach of this Agreement, or your conduct or actions. You agree that we shall be entitled to select our own legal counsel and may participate in our own defense, if we so desire.

Article 19 — LIMITATION OF LIABILITY:

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Article 20 — SEVERABILITY:

If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or a competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent permitted by law. In such an event, the remainder of this Agreement shall continue in full force and effect.

Article 21 — DISPUTE RESOLUTION; ARBITRATION:

In the event 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 administered by ________ in accordance with its then-current rules. This arbitration provision is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. The arbitration shall be conducted in the county and state identified 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 ________. Each Party shall bear its own costs and fees, except as otherwise required by applicable law or awarded by the arbitrator. Claims subject to arbitration under this Article include, without limitation, contract claims, tort claims, and claims based on federal, state, or local laws, ordinances, statutes, or regulations. Intellectual property claims by us, and any application for provisional injunctive relief, shall not be subject to arbitration and may, as exceptions to this Article, be litigated. THE PARTIES KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO PARTICIPATE IN A CLASS OR REPRESENTATIVE PROCEEDING WITH RESPECT TO CLAIMS SUBJECT TO ARBITRATION.

Article 22 — GOVERNING LAW; VENUE:

This Agreement shall be governed by and construed in accordance with the internal laws of the State of ________, 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: ________, for any matter not subject to arbitration.

Article 23 — 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 24 — ASSIGNMENT:

This Agreement, and the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or in part by you without our prior written consent. We may assign, sell, lease, or otherwise transfer this Agreement and the rights granted hereunder, in which case our rights and liabilities shall bind and inure to the benefit of our permitted assignees, administrators, successors, and executors.

Article 25 — NO WAIVER:

Our failure to enforce any provision of this Agreement 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 26 — NO AGENCY, PARTNERSHIP, OR JOINT VENTURE:

No agency, partnership, or joint venture is created between the Parties as a result of this Agreement. No Party has any authority to bind the other to third parties.

Article 27 — 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 or military authorities, riots, embargoes, epidemics or pandemics, governmental orders, acts of nature and natural disasters, and other events arising from unforeseen circumstances.

Article 28 — ENTIRE AGREEMENT:

This Agreement, together with any rules, schedules, or additional terms referenced herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral.

Article 29 — ELECTRONIC COMMUNICATIONS PERMITTED:

Electronic communications are permitted between both Parties under this Agreement, including by email or facsimile. For any questions or concerns, please email us at the following address: ________. The Parties consent to the use of electronic signatures, which shall have the same legal effect as handwritten signatures pursuant to the federal E-SIGN Act, 15 U.S.C. § 7001 et seq., and applicable state law.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

Member: ________

Signature: _________________________

Date: ________

Provider: ________

Representative Name: ________

Representative Title: ________

Representative Signature: _____________________

Date: ________