COWORKING MEMBER AGREEMENT AND TERMS OF USE

Welch Avenue, LLC d/b/a Gravitate, seeks to provide a limited, shared, community workspace for independent workers. As a coworking member, you will not just be a customer of Gravitate rather an active part of the Greater Des Moines startup/tech community.

AGREEMENT INCLUDES

  • Ability to work along with Greater Des Moines’ community of entrepreneurs, freelancers and remote workers
  • Access to high-speed wireless internet
  • Use of meeting rooms
  • Free admission to member-related social and educational events
  • Coffee and snacks (alcohol may be available but on honor-based contributions)
  • Month-to-month membership pricing (an initial membership term may apply) and no long term contracts

PAYMENTS

Membership payments will automatically process by credit card via Gravitate’s membership software on the day you join and will recur either on that day or the first of the month at Gravitate’s discretion. Check or ACH payment may be made available at if the Member requests it and Gravitate agrees.

A deposit, equal to at least one month’s membership payment, is required for all Office Members prior to joining. The deposit will be held by Gravitate until termination of membership. The deposit will be refunded, less any third-party processing fees, if the office is returned to its original condition. Determination of condition is at Gravitate’s discretion alone.

If payment is not received within 7 days of invoice due date, your services will be suspended until payment is made. Gravitate reserves the right to terminate this Agreement if payments are overdue on two (2) occasions or more. Termination will be in writing to the contact person and guarantor of your company by mail or e-mail and five (5) calendar days will be allowed to remove your property. Any items left at Gravitate will be donated.

If a Company/Member under this agreement has been terminated, then they may request a new or amended agreement. The new or amended agreement may require six (6) months of payment at the time of signing the new or amended agreement per Gravitate’s discretion.

TERMS OF USAGE

The services Gravitate provides to you, the undersigned (including but not limited to use of office space and access to Internet), are subject to the following Terms of Use (“TOU”). Gravitate reserves the right to update the TOU at any time. Gravitate will attempt to contact you to notify you of any updates within 30 days of their enactment.

DESCRIPTION OF SERVICES

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

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 Gravitate server (Gravitate’s web hosting service), or the network(s) connected to any Gravitate 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 Gravitate 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.

USE OF SERVICES

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

A. give your keycard to anyone else or allow non-members use of the space at any time. Giving your keycard to someone else is grounds for immediate termination of your membership plan.

B. participate in illegal or unlawful activities;

C. restrict or inhibit any other user from using and enjoying the Services;

DISCLOSURE

Gravitate reserves the right at all times to disclose any information about you, your participation in and use of the Services as Gravitate deems necessary to satisfy any applicable law, regulation, legal process or request. Gravitate will provide at least ten (10) days notice of the request by the third party to provide you the opportunity to take legal action to protect yourself. Gravitate is not able to provide legal advice in this situation. You are strongly encouraged to hire an attorney to assist you if a circumstance involving your business information is being sought by a third party.

CONFIDENTIALITY

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 Gravitate or any participant, member 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, 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 Gravitate, any analyses, compilations, studies or other documents prepared by Gravitate 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:

A. maintain all Confidential Information in strict confidence;

B. not to disclose Confidential Information to any third parties;

C. not to use the Confidential Information in any way directly or indirectly detrimental to Gravitate or any participant or user of the Services.

All Confidential Information remains the sole and exclusive property of Gravitate, other members or residents of Gravitate, or the respective disclosing party. You acknowledge and agree that nothing in this TOU 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 Gravitate or any participant or user of the Services.

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 Gravitate does not have any liability with respect to your access, participation in, use of the Services, or any loss of information or property resulting from such participation or use.

DISCLAIMER OF WARRANTRIES

To the maximum extent permitted by applicable law, Gravitate 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.

EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES

To the maximum extent permitted by applicable law, in no event shall Gravitate 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 Gravitate, and even if Gravitate has been advised of the possibility of such damages.

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 Gravitate 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 ten dollars (USD $10.00). The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

TERMINATION

Gravitate reserves the right to terminate any Service at any time. Gravitate 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.

Office Members may terminate their Service by providing Gravitate a written communication of their intent to terminate and at least 30 days notice. All other Members may terminate at any time with a written communication of their intent to terminate. Any membership fees previously paid, but not used, will not be refunded.

INDEMNIFICATION

You release, and hereby agree to indemnify, defend and save harmless Gravitate and Gravitate’s 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 Gravitate or its respective officers and agents in connection with the defense of such claim or lawsuit.

SEVERABILITY

In the event that any provision or portion of this TOU is determined 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.

INSURANCE

Gravitate will carry Liability and Business Personal Property insurance for Gravitate’s own property in the space. As a user, it is strongly suggested that you carry a Renters Insurance policy to cover your own equipment while using the space. Gravitate is not responsible for theft of or damage to any of your personal property for any reason. It is strongly recommended that you use cable lock systems on any electronic devices left at Gravitate.

PARKING

Members and customers must follow all city parking regulations.

CONSENT FOR PHOTOGRAPHY/VIDEO CONSENT FOR MEDIA RELEASE & PROMOTIONAL USE

Member hereby grants permission to Gravitate, its employees, interns, or representatives to take and use photography/digital images, video, recorded audio or quoted remarks of member for use by Gravitate in promotional or educational materials. These materials might include but are not limited to electronic publications, printed publications, the Gravitate website, Facebook page, Twitter account or other electronic or print communications. Member further agrees that his/her name and identity may be revealed in descriptive text or commentary in connection with the image(s) published. Member also agrees that the media may contact member regarding his/her involvement with Gravitate.

Member authorizes the use of these materials indefinitely without compensation. All prints, digital reproductions, video, and audio recordings shall be the property of Gravitate. Materials are to be used in a promotional context unless otherwise specified in the communications with the member featured in the media.

***

By continuing on, you hereby acknowledge that you have read and understood all of the terms and conditions contained in this TOU and further agree to be bound to the TOU regarding your participation in and use of the Services.

***