Legal Agreement: Terms of Service

Co.W Terms of Service and Use





PAYMENT TERMS

 

Membership dues must be paid prior to the commencement of the calendar month to which they pertain. If Co.W moves to an online payment system, you will be required to use it to pay your membership dues. If you choose not to use the online payment system, you may be charged a service fee by Co.W.

 

LATE PENALTIES

 

Penalties can be avoided with arrangements made prior to due date. Penalties will be issued if payment is received after the 5th of the month.

 

I also agree to the Terms of Use statement (below), which is in place to protect Co.W, as well as individual members.

 

The Monies I have paid up front, which includes first and last month’s dues (as referred to as Deposit). Co.W may commingle my funds with other funds. I commit to remain at Co.W for a minimum of three months. After such initial period, my term will be month to month; provided that I must provide at least 30 days’ advance written notice (“Notice Period”) to terminate this Agreement and such termination will always become effective on the last calendar day of the month in which the Notice Period expires. I will be responsible for payment of dues for the entirety of my membership. My last month’s dues will be paid through the use of the last month’s dues I paid upon signing.

 

 

Co.W TERMS OF USE

 

  1. Acceptance of Terms.

The services Co.W provides to you, the undersigned (including but not limited to use of office space, access to Internet, etc.), are subject to the following Terms of Use (“TOU”). Co.W reserves the right to update the TOU at any time without notice to you.

 

  1. Description of Services.

Co.W may provide you with access to office space, workstations, Internet access, office equipment, conference space, knowledge resources and other services as Co.W may provide from time to time (collectively, “Services”). The Services at all times are subject to the TOU.

 

  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. You may not use the Services in any manner that could damage, disable, overburden, or impair any Co.W server, or the network(s) connected to any Co.W 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 Co.W 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 TOU 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, 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 Co.W servers;
  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 all necessary consent to do the same;
  5. 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;
  6. Restrict or inhibit any other user from using and enjoying the Services;
  7. Violate any code of conduct of other guidelines, which may be applicable for any particular portion of the Service
  8. Reserve all resourcs within the electronical calendar platform and pay any fee's associated with such use. Use can be revoked at anytime

 

  1. Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party; i. Make any tenant improvements or post any signage without Co.W’s prior written consent; or
  2. Use the Services or the Co.W premises in any manner that is disruptive or distracting to other Co.W members, as may be determined by Co.W.

 

  1. Co.W reserves the right at all times to disclose any information about you.

Your participation in and use of the Services as Co.W 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, in Co.W’s sole discretion.

 

  1. Confidentiality.
  2. You acknowledge and agree that Co.W is a co-sharing, open office environment. Therefore, you should be careful when you discuss confidential or sensitive information within the Co.W premises. Co.W cannot guarantee that any or all information you discuss within the premises will be kept confidential.

 

  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 Co.W 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, Co.W 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.

 

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

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Co.W 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, 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 Co.W, AND EVEN IF Co.W HAS BEEN ADVISED OF THE

POSSIBILITY OF SUCH DAMAGES.

 

BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

 

  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 Co.W 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 TOU AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO ACTUAL DAMAGES INCURRED BY YOU BASED ON REASONABLE RELIANCE UP TO ONE HUNDRED DOLLARS (USD $100.00). 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.

Co.W reserves the right to terminate any Service at any time. Co.W 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 TOU. Unless you are in breach, Co.W will provide you 15 days advance notice of any termination of your right to the Services and/or Co.W’s premises. Your right to terminate is set forth on the first page of this Agreement.

 

  1. 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 Co.W, or any of Co.W’s officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law.

 

  1. Indemnification and Insurance.

You release, and hereby agree to indemnify, defend and save harmless Co.W and Co.W’s subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, owners, 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 negligence, actions, errors and omissions, willful misconduct and fraud in connection with the participation in or use of the Services and the related premises. 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 Co.W or its respective officers and agents in connection with the defense of such claim or lawsuit.

 

You must at your own expense during the term of your membership carry in full force and effect a comprehensive public liability insurance policy with limits of not less than $1,000,000 combined single limit bodily injury and property damage per occurrence and $2,000,000 in aggregate, with an insurance carrier satisfactory to Co.W, naming Co.W as an additional insured. Said insurance policies shall insure against any and all liability of you with respect to the premises and under these TOU, or arising out of the maintenance, use or occupancy of the Co.W premises. You shall furnish Co.W with a certificate or other acceptable evidence that

such insurance is in effect. You should also consider insuring your personal property against fire, theft or other casualties. Co.W IS NOT LIABLE FOR ANY THEFT, DAMAGE OR DESTRUCTION TO YOUR PROPERTY WHILE IN THE PREMISES, REGARDLESS OF CAUSE, UNLESS IT RESULTS FROM Co.W’S WILLFUL MISCONDUCT.

 

  1. Sever-ability.

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

 

  1. Security Deposit.

Co.W is not currently collecting security deposits. It may, however, do so in the future and, if it does, you may be asked to pay a security deposit even if your membership has already begun.

 

  1. Assignment

You may not assign or transfer this TOU or your right to the Co.W premises or access to the Services without Co.W’s prior written consent. Any attempted transfer in violation of the foregoing shall be null and void.

 

  1. Governing Law

These TOU shall be governed by the laws of Oregon and any dispute arising hereunder must be brought in Federal or State courts located in Marion County, Oregon.

 

I hereby acknowledge that I have read and understood all of the terms and conditions contained in this TOU and further agree to be bound to the TOU regarding my participation in and use of the Services.