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Legal Agreement: Terms of Service

CAROLINA COWORKING MEMBERSHIP AGREEMENT

This Carolina Coworking Membership Agreement (this “Agreement”) contains the terms and conditions that govern your access to and use of the services (as defined below) and is an agreement between Carolina Coworking LLC (also referred to as “Carolina Coworking”) and you or the entity you represent (“you” or “your”).  This Agreement takes effect when you click an “I Accept” button or check box presented with these terms or, if earlier, when you use any of the services (the “Effective Date”).  You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor).  If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.

You agree to a month to month participation with Carolina Coworking at your selected membership level, which will allow you access to Carolina Coworking resources as outlined below.  You also agree for your name, Industry, title, and URL to be published on our member directory (sensitive information, such as phone number and email, will be kept private).  You also agree to the Terms of Service (below), which is in place to protect Carolina Coworking, as well as individual members.

CAROLINA COWORKING TERMS OF SERVICE

  1. Acceptance of Terms.

The services Carolina Coworking, LLC ("Carolina Coworking") provides to its Registered Community Members (including but not limited to use of office space, access to the Internet, etc.) are subject to the following Terms of Service ("TOS").  Carolina Coworking reserves the right to update the TOS (as well as the Community Norms and 24×7 Access Policies referenced in Section 3) at any time without notice to you.

  1. Description of Services.

Carolina Coworking may provide you with access to office space, work stations, Internet access, office equipment, meeting space resources, knowledge resources, and other services as Carolina Coworking may provide from time to time (collectively, "Services").  The Services are subject to the TOS and the Community Norms and 24×7 Access Policies referenced in Section 3 at all times.

  1. 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, or that are prohibited by the Community Norms and 24×7 Access Policies that are hereby incorporated by reference and made a part hereof.  You may not use the Services in any manner that could damage, disable, overburden, or impair any Carolina Coworking server or network(s) connected to Carolina Coworking, 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 Carolina Coworking 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 TOS (and all Community Norms and 24×7 Access Policies) 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.

  1. Use of Services.

You agree that when participating in or using the Services, you will not:

  1. Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming, spimming or any duplicative or unsolicited message (commercial or otherwise);
  2. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
  3. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through Carolina Coworking servers or internet bandwidth;
  4. 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 and documented all necessary consent to do the same;
  5. 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;
  6. 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;
  7. Download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;
  8. Restrict or inhibit any other user from using and enjoying the Services;
  9. Violate any code of conduct of other guidelines which may be applicable for any particular Service;
  10. Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party;
  11. Violate any applicable laws or regulations;
  12. Create a false identity for the purpose of misleading others;
  13. Obstruct any entranceway, create any circumstances of disrepair or damage any Carolina Coworking Property or Premises;
  14. Bring any pets onto the Carolina Coworking Premises, unless you have a specific need for visual assistance;
  15. Use cellular phones or other communication devices in a manner that will be disruptive to other members. In the interests of maintaining a peaceful environment, Carolina Coworking requests that all members, guests, and clients turn their phones to vibrate while in the Premises.  We also ask that you use a headphone, Call Room or reserve a meeting room for calls longer than ten minutes;
  16. Otherwise exceed the following usage limitations in relation to the shared meeting space resources: Members may not have more than 40 individuals total in the Conference Center, 16 in the Meeting Room, or 12 in the Standup Meeting area.
  17. All monthly allotments of meeting space resource usage are included with memberships, as well as purchases of additional usage, are subject to availability of the meeting space resource. Unused time does not roll over or accrue from month to month.
  18. Restrict or inhibit any other Member, visitor or guest from using and enjoying the Services;
  19. Otherwise violate the Member Agreement, this TOS or any of the Community Norms and 24×7 Access Policies.
  1. Required Disclosures.

Carolina Coworking reserves the right at all times to disclose any information about you and/or your participation in and use of the Services as Carolina Coworking deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, at the sole discretion of Carolina Coworking.

  1. Confidentiality.
    1. 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, in whole or in part, that is disclosed by Carolina Coworking or any participant or user of the Services or any employee, affiliate, or agent thereof that is nonpublic, confidential or proprietary in nature.
    2. 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 Carolina Coworking, any analyses, compilations, studies or other documents prepared by Carolina Coworking 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.
    3. All Confidential Information remains the sole and exclusive property of Carolina Coworking or the respective disclosing party. You acknowledge and agree that nothing in this TOS or Community Norms and 24×7 Access Policies) 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 Carolina Coworking or any participant or user of the Services.
    4. Your participation in and/or use of the Services obligates you to
      1. maintain all Confidential Information in strict confidence;
      2. not disclose Confidential Information to any third parties;
      3. not use the Confidential Information in any way directly or indirectly detrimental to Carolina Coworking or any participant or user of the Services.
  1. 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 Carolina Coworking 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.

  1. Disclaimer of Warranties.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CAROLINA COWORKING 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, AND 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.

  1. Exclusion of Incidental, Consequential and Certain Other Damages.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CAROLINA 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 DIRECT, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS WHETHER DIRECT OR CONSEQUENTIAL, 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 CAROLINA COWORKING, AND EVEN IF CAROLINA COWORKING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  1. 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 CAROLINA 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 UNDER ANY
PROVISION OF THIS TOS AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING 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 8 AND 9 ABOVE) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

  1. Termination.

Carolina Coworking reserves the right to terminate any Service at any time.  Carolina Coworking further reserves the right to terminate your participation in and use of any Services, immediately and without notice, if you fail to comply with the TOS or Community Norms and 24×7 Access Policies.

  1. Non-Disparagement.

You shall, during and after the participation in and use of the Services, refrain from making any statements or comme arolina Coworking’ s officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law.

  1. Indemnifications.

You release, and hereby agree to indemnify, defend and save harmless Carolina 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, judgments, fines and penalties based upon or arising out of your negligent actions, errors and omissions, willful misconduct and fraud in connection with the participation in or use of the Services. You further agree in the event that you bring a claim or lawsuit in violation of this agreement, you shall be liable for any attorneys' fees and costs incurred by Carolina Coworking or its respective officers and agents in connection with the defense of such claim or lawsuit.

  1. Insurance.

As required by the owner of building located at 206 West Franklin Street, Chapel Hill, NC  27516, Carolina Coworking carries Commercial General Liability Coverage insurance.  Carolina Coworking members are not required but it is strongly suggested that they carry an insurance policy to cover their own equipment and personal property while using our space.  That policy may cover your current residence/office, as well as the Premises of Carolina Coworking.

  1. Severability.

In the event that any provision or portion of this TOS is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this TOS shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.

  1. Miscellaneous.
    1. Entire Agreement. This TOS, the Member Agreement, and Community Norms and 24×7 Access Policies constitute the entire agreement between the parties pertaining to the subject matter contained therein, and supersede all prior and contemporaneous agreements, representations, and understandings of the parties pertaining to such subject matter.
    2. Severability. In the event that any provision or portion of this TOS, the Member Agreement or Community Norms and 24×7 Access Policies is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this TOS, the Member Agreement, Community Norms and 24×7 Access Policies shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.
    3. Waivers. No waiver shall be binding on Carolina Coworking unless executed in writing by an authorized representative of Carolina Coworking.
    4. Successors and Assigns. This TOS, the Member Agreement and Community Norms and 24×7 Access Policies shall be binding on your heirs, legal representative, successors and assigns.
    5. No Assignment. In no event may you assign in whole or in part your membership or use of the Services, without the advance written consent of Carolina Coworking.
    6. Notice. All notices, requests, demands or other communications for which this TOS, the Member Agreement, Community Norms and 24×7 Access Policies provides shall be in writing and shall be addressed at the following addresses: If to Carolina Coworking: Carolina Coworking, 206 West Franklin Street, Patio Entrance Lower Level, Chapel Hill, NC  27516; attention Community Director.  If to you: At the address set forth in your Membership Profile or such other address as any party may designate in writing.  All notices under this TOS, the Member Agreement, Community Norms and 24×7 Access Policies shall be effective: (a) forty-eight (48) hours after deposit in the U.S. Mail, postage prepaid, registered or certified mail, return receipt requested; (b) Upon delivery, if delivered in person to the address set forth above; or (c) upon delivery, if sent by commercial express service, such as Federal Express, except that notices of change of address shall be effective upon receipt.
    7. Attorney's Fees. If Carolina Coworking shall bring any action for any relief against you arising out of this TOS, the Member Agreement, Community Norms or 24×7 Access Policies, the losing party shall pay to the prevailing party a reasonable sum for attorneys' 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.
    8. Governing Law. The rights and obligations of hereunder shall be governed by, and this TOS, the Member Agreement, Community Norms and 24×7 Access Policies shall be construed and enforced in accordance with, the laws of the State of North Carolina.  Venue for the resolution of any dispute arising out of this TOS, the Member Agreement Community Norms or 24×7 Access Policiesshall be Orange County, North Carolina.
    9. Modification. Carolina Coworking may in its sole discretion, without written notice, change the TOS, Community Norms and 24×7 Access Policies.

You hereby acknowledge that you have read and understood all of the terms and conditions contained in this TOS (including the Community Norms and 24×7 Access Policies) and further agree to be bound to the TOS, Community Norms and 24×7 Access Policies regarding your participation in and use of the Services.