1.1 CoWorking Services As provided in this agreement, TechArtista will provide each Member with the following co-working services (“Services”):
(a) Occasional Usage of the Center and the cowoking space specified during normal business hour on the first page of this agreement
(b) Access to and use of the shared Internet connection
(c) Regular maintenance of the Center and weekly cleaning service
(d) Subject to availability and to the House Rules, use of the conference rooms during regular business hours on regular business days
(e) Opportunity to participate in Member-only events, benefits and promotions
(f) The additional Services described on Schedule B, which Services vary depending on the type of Membership
1.2 House Rules; Cleanliness. All Members must abide by the House Rules, which are attached to this agreement as Schedule A and which may be revised from time to time. Member agrees to keep areas of the Center which he, she or it uses in good order and repair, and free from any nuisance or filth.
1.3 Business Hours/Days are generally from 9:00 a.m. to 5:00 p.m. with the exception of days prior to U.S. federal holidays, when our regular business hours end at approximately 2:00 p.m. “Regular business days” are all weekdays, except U.S. federal holidays and up to five other days of which TechArtista will inform you.
2.1 Set-up Fee. Upon signing this agreement, Member will pay the nonrefundable set-up fee in the amount of $25
2.2 Security Deposit. No security deposit required.
2.3 Membership Fee. Member’s monthly membership fee is in the amount of $13/month. The membership fee covers memberships for only a single user.
2.4 Form of Payment; Late Charges. TechArtista accepts payment by check and by direct withdrawal from Member’s bank account or credit card. If the Member sets up direct withdrawal, TechArtista will process payment for Member’s membership fee and other outstanding fees, in advance, no later than the fifth business day of each month. If payment for the monthly membership fee or any other accrued and outstanding fee is not made by the tenth of the month, Member will be responsible to pay a late charge of $50, Member will be responsible for the late charge as well as a returned check fee of $25.
2.5 Changes to Fees. The membership fees are subject to annual increases every year during the term of this agreement, and TechArtista will notify Member at least sixty (60) days prior to membership fee increases. Other fees are subject to change from time to time, and TechArtista will notify Member at least thirty days prior to such changes.
2.6 Unpaid Fees; Violation. TechArtista may withhold Services or terminate this agreement if any outstanding fees are due or if Member violates the terms and conditions of this agreement.
3.1 Term. This agreement will be effective when signed by both Member and TechArtista and when Member has paid the set-up fee and security deposit. Each membership will begin on the Start Date specified on the first page of this agreement. Each membership will terminate upon the earlier of the termination of the agreement or TechArtista’s notification to Member that he, she or it has violated this agreement.
3.2 Termination by Member. Member may terminate this agreement by delivering to TechArtista a written notice signed by the Member at least thirty days prior to the termination. Member expressly agrees that Member may specify only the last business day of the calendar month as the termination date and Member will not be entitled to proration with respect to such last month’s membership fee. For example, if Member delivers a thirty day termination notice on March 15, the termination will not be effective until April 30. Member must vacate the Center no later than 4:00 p.m. on the termination date.
3.3 Termination by TechArtista. TechArtista may immediately terminate this agreement: (a) upon breach of this agreement by Member; (b) upon termination of TechArtista’s rights to operate the Center; or (c) at any other time, when TechArtista, in its reasonable discretion, sees fit to do so. Member will remain liable for past due amounts and TechArtista may exercise its rights to collect due payment despite termination of this agreement.
3.4 Removal of Property upon Termination. Prior to the termination of this agreement, Member will remove all of the Member’s (and its guests') property from the Center. After providing Member with reasonable notice, TechArtista will be entitled to dispose of any property remaining in the Center after the termination of this agreement without any obligation to store such property, and Member waives any claims or demands regarding such property or TechArtista’s handling of such property. Member will be responsible to pay any fees reasonably incurred by TechArtista regarding such removal. Following the termination of this agreement, TechArtista will not forward or hold mail or other packages delivered to the Center.
4.1 Identity and Background Checks. A copy of a photo ID is required for each Member’s user to obtain access to the Center. TechArtista reserves the right to perform a background check on any prospective or existing Member or user and decline or terminate any membership based on the results of such check.
4.2 Access Rights. TechArtista is entitled to access Member’s office space, with or without notice, for maintenance, safety or emergency purposes. During these times, TechArtista may temporarily move furniture contained in the office space. TechArtista reserves the right to move or alter Member’s office space.
4.3 Provision of Services. TechArtista may modify or reduce the list of Services at any time with prior notice. The Services may be provided by TechArtista or a third party.
4.4 Limitation of Liability. The aggregate monetary liability of either party under this agreement will not exceed the total fees paid by Member to TechArtista under this agreement. TechArtista and its members, assignees, officers and directors (“TechArtista Affiliates”) will not be liable under any cause of action, for any indirect, special, incidental, consequential or punitive damages, including loss of profits or business interruption. To the extent permitted by law, Member, on behalf of its officers, directors, employees, agents, and invitees, waives any and all claims and rights against any TechArtista Affiliate resulting from injury or damage to, or destruction, theft, or loss of property or person. Member may not commence any action, or proceeding against any TechArtista Affiliate, whether in contract, tort, or otherwise, unless the action, suit, or proceeding is commenced within one year of the cause of action's accrual.
4.5 Indemnification. Member will indemnify the TechArtista Affiliates from and against any and all claims, liabilities, and expenses including reasonable attorneys' fees, resulting from any breach of this agreement by Member or its guests or any of their pets, or their actions or omissions. If any such claim, action, or proceeding is brought against any TechArtista Affiliate, Member will at its expense, upon written notice from TechArtista, defend such action or proceeding by counsel approved by TechArtista. Member is responsible for the actions of and all damages caused by all persons and pets that Member or its guests invite to enter the building.
4.6 Disclosure and Surveillance of Center TechArtista may disclose information about Member as necessary to satisfy any applicable law, regulation, legal process or government request. For security reasons, TechArtista may regularly record via video certain areas in the Center.
5.1 Nature of the Agreement. Member and TechArtista agree that the relationship of Member and TechArtista is not that of landlord-tenant or lessor-lessee. This agreement creates no tenancy interest, leasehold estate or other real property interest. This agreement shall not be deemed to create a fiduciary or agency relationship, or partnership or joint venture. In no event shall Member or its users be deemed to be agents, representatives or employees of TechArtista, or vice versa.
5.2 Updates to the Agreement. TechArtista may from time to time update this agreement and will provide notice to Member of these updates. Member will be deemed to have accepted the new terms of the agreement following the completion of one (1) full calendar month after the date of notice of the update(s). Continued use of the Center or Services beyond one month will constitute acceptance of the new terms, except that 60 days is required for changes to monthly membership fees described in Section 2.3 and Exhibit B.
5.3 Waivers.
(a) Both parties hereby irrevocably waive any right to a jury trial of any such claim or cause of action.
(b) Any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither Member nor TechArtista will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings.
(c) Neither party shall be deemed by any act or omission to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving party.
5.4 Subordination. This Agreement is subject and subordinate to TechArtista’s lease with its landlord of the Center premises and to any other agreements to which its lease with this landlord are subject to or subordinate.
5.5 Extraordinary Events. Neither party is liable for, and will not be considered in default or breach of this agreement on amount of, any delay or failure to perform as required by this agreement (with the exception of any obligations on Member’s part to pay any sum of money due to us under this agreement) as a result of any causes or conditions that are beyond such party's reasonable control and which such party is unable to overcome by the exercise of reasonable diligence, provided that the affected party will use best efforts to resume normal performance.
5.6 Separable Provisions. Each provision of this agreement shall be considered separable. To the extent that any provision of this agreement is prohibited, this agreement shall be considered amended to the smallest degree possible in order to make the agreement effective under applicable law.
5.7 Survival. All provisions of this agreement reasonably expected to survive the termination of this agreement will do so.
5.8 Notices. Any and all notices under this agreement will be given via email, and will be effective on the first business day after being sent. All notices will be sent via email to the Member’s email addresses specified on the first page of this agreement and to info@techartista.org for TechArtista. The authorized signatory of Member is the only person who may send or receive notice on Member’s behalf.
5.9 Attorneys' Fees. If any action, suit, or proceeding is instituted to interpret, enforce, or rescind this agreement, or otherwise in connection with this agreement, the prevailing party will be entitled to recover, in addition to any other relief awarded, the prevailing party's reasonable attorneys' fees and other fees, costs and expenses of every kind in connection with the action, suit, or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the court.
5.10 No Assignment. Member may not transfer or otherwise assign any of its rights or obligations under this agreement without TechArtista’s prior consent.
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