Acceptance of Terms: InnoVault Inc. provide commercial space located at 100 North Loudoun Street, Winchester VA, 22601 to be used as a Coworking Space, referred to hereafter as “The Coworking Space.” Upon your execution of the within Membership Agreement, you shall be allowed to use The Coworking Space, subject to the following Terms and Conditions (T&Cs). The Coworking Space reserves the right to update the T&C at any time without notice to you.
The Coworking Space membership application does not create a tenancy but a prepaid usage license to use the provided amenities on a monthly or casual basis.
Description of Services: The Coworking Space may provide you with access to office space, workstations, internet access, office equipment, conference space, knowledge resources, and other services (collectively, "Services"). The Services at all times are subject to the T&Cs.
Normal operating hours of The Coworking Space are Monday-Friday 9:00am to 5:30pm and Saturday 9:00am to 2:00pm. Outside of normal operating hours Private Office and Dedicated Desk members may still access their allotted facilities, which do not include Services within the Banking Hall or Basement Bar. Guests are not permitted outside of normal operating hours.
No Unlawful or Prohibited Use:
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 The Coworking Space’s server, or other ICT infrastructure, 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 The Coworking Space server or to any of the Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain use of physical spaces and facilities within The Coworking Space that you are not authorized to access.
You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services, nor should you post or download files that you know or should know are illegal or that you have no rights to.
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 the Membership Agreement 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:
Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise);
Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or of unlawful topic, name, material or information on or through The Coworking Space Services;
Upload, or otherwise make available, file that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as a limitation, copyright, 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;
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;
Upload, or otherwise make available, files that contain viruses, Trojan Horses, Worms, time bombs, candlebots, corrupted files, or any other similar software or programs that may damage the operation of another computer or property of another;
Knowingly download any file that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and or/distributed in such manner;
Restrict or inhibit any other Member or user from using and enjoying the Services;
Violate any code of conduct or other guidelines which may be applicable for any particular Service (including the Building Rules for the Merchants Building);
Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party;
Violate any applicable City, State or Federal laws or regulations; or
Create false identity for the purpose of misleading others.
Private offices can be designed by you as you wish. However, holes in walls are prohibited. Management will provide you with Command hooks or approved hangers for hanging. Where damage to walls has been caused remedial materials and labor costs will be deducted from deposits.
Private offices can seat multiple members, although only two persons may use each office workspace per day. All users of Private Offices must maintain at least an an active InnoVault Flex membership and be registered with InnoVault.
In the event of a breach of the terms and conditions of this section, your use and/or participation at the Coworking Space may be terminated at the discretion of The Coworking Space’s management.
Security & Safety Management:
Members may terminate this Agreement at will if using Flex Memberships, or by giving a written notice of termination as established in this Agreement for Private Offices. Should the Member not provide timely notice of termination to The Coworking Space then the Membership Period shall continue to the end of the following calendar month and the service fees for that calendar month shall be payable.
Invoicing and Payment: The member is automatically invoiced monthly in advance based on their membership option. Also included are any variable charges such as printing, conference and meeting space usage food and beverage costs and event ticket costs that may have been incurred during the previous period. Payment is required at the beginning of the month for that period, or at the date specified in the invoice. Payment will be automatically taken on the seventh day after the date on which an invoice is issued. Payment for casual usage is either paid on the day of use unless other arrangements have been made with The Coworking Space.
Transfer & Joint Use of Membership:
Unless otherwise stated, memberships at The Coworking Space are non-transferable. Even if you have a dedicated desk or private office membership. Anyone working in the space must have an active paid membership in their name.
Private Offices can be used by more than one member under a single account, although all users must have at least an active Flex membership in their name to use the Services and premises of The Coworking Space. Guests:
For security purposes, all guests at The Coworking Space must check in at reception when they arrive and sign out when they leave, or use the automated check-in system to access the facilities of The Coworking Space. Guests will be given guest-passes. This is for the security of all Members and users.
Guests may use conference and meeting room facilities only if the space has been booked and aid for by a Member. Where more than one guest is attending an event in the conference or meeting-room spaces they will not be permitted to utilise other Services outside of their allotted meeting time.
Members are allowed to bring guests to the Coworking space, although each active member (a member who has a monthly package with The Coworking Space that includes a dedicated or flex seat) may bring up to one guest into The Coworking space on one out of every three days of their active membership (i.e. if a member has a 10 day/month membership they are able to invite guests on three days of that period). Guests are permitted to make use of spaces, free beverage facilities and other WiFi, although are not allowed to use printing and other Services.
Members are allowed into The Coworking Space outside of normal operating hours.
Members may bring additional guests to The Coworking Space only with express permission of InnoVault Management and Staff.
Confidentiality: You acknowledge and agree that during your participation in and use of the Services you may exposed to Confidential Information. "Confidential Information" shall mean all information, in whole or in part, that is disclosed by The Coworking Space or any participant of used of the Services or any employee affiliate, or agent thereof, that is non-public, confidential or proprietary in nature. Confidential information also includes, without limitation, information about business, sales, operations, know-how, trade secrets, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of The Coworking Space, any analyses, compilations, studies or other documents prepared by The Coworking Space or otherwise derived in any manner from the Confidential Information that you are obliged 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;
maintain all Confidential Information in strict confidence;
not to disclose Confidential Information to any third parties;
not to sue the Confidential Information in any way directly or indirectly detrimental to The Coworking Space or any participant or user of the Services.
All confidential information remains the sole and exclusive property of The Coworking Space or the respective disclosing party. You acknowledge and agree that nothing in this T&Cs 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 proprietary rights of The Coworking Space or any participant or user of the Services. The Coworking Space reserves the right at all times to disclose any information about you, your participation in and use of the Services as The Coworking Space 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 The Coworking Space sole discretion. 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 The Coworking Space does not have any liability with respect to your access, participation in, use of the Services, or any loss resulting from such participation or use.
Disclaimer of Warranties: To the maximum extent permitted by the applicable law, The Coworking Space 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: 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 the applicable law, in no event shall The Coworking Space 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 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 The Coworking Space, and even if The Coworking Space 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.
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 The Coworking Space 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 T&C and your exclusive remedy for all of the foregoing shall be limited to actual damages incurred by you based on reasonable reliance up to (USD $50). The foregoing limitations, exclusions and disclaimers, including the previous sections) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
Termination: Either party may terminate this agreement. The Member is required to provide 30 days notice prior to termination if required for Private Office leases. The Coworking Space reserves the right to terminate a Member with 30 days notice for Private Office Users, 7 days notice for Dedicated Desk users and 1 days notice for Flex users. The Coworking Space 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.
You release, and hereby agree to indemnify, defend and save harmless The Coworking Space and The Coworking Space 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 attorney fees and costs incurred by The Coworking Space 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 T&Cs document is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this T&C shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.
Removal of Personal Property:
If The Coworking Space terminates the membership without cause, or if a Member terminates his or her membership, then the Member shall remove all personal property prior to the termination of his or her right to access and utilize the Services. If The Coworking Space terminates the membership for cause, the Member shall remove its personal property at an agreed-upon time by The Coworking Space and Member. If Member fails to timely remove said personal property, then The Coworking Space shall store said items for a period of twenty (20) days at Member’s sole cost and expense. If Member Fails to remove its personal property within said twenty (20) day period, then The Coworking Space shall have the right, in its sole absolute discretion and without notice to Member, to either deem the personal property abandoned in which case Member’s personal property shall become the property of The Coworking Space or remove and dispose of Member’s personal property at Members sole cost and expense.
No Assignment of Membership:
This Membership Agreement is personal to the member. The Member shall not have the right or ability to assign any rights or obligations hereunder.
We Reserve the Right to Temporarily Close the Office at Any Time:
Members would be notified via email, community calendar and the bulletin board of such a closure. Examples may include: emergency or scheduled repairs or renovations of the space. If a closure should occur and exceed one day, those days will be prorated and credited to Members with Flex Space Full-Month, Dedicated Desk, and Private Office Memberships.
Access During Special Events:
(applies only to Dedicated Desk and Private Office Memberships). The Coworking Space will be holding events and other scheduled activities utilizing the “open spaces” of The Coworking Space, after regular business hours. Those spaces include the Lounge, Kitchen, Basement Bar Area, Banking Hall and Conference Rooms. In the event of an event, the Dedicated Desk and Private Office areas will be screened-off from the event but all Dedicated Desk and Office Members will still be available for use during those times. Event guests will be prohibited from entering the Dedicated Desk and Private Offices area.
The Coworking Space is a non-smoking facility. Smoking inside the facility is strictly prohibited.
When using counter space, meeting rooms or other resources or areas of or in the facility it is required that you return them original configuration or condition or better once completed with use.
Storage of equipment or personal property is only allowed with permission of the facility manager and The Coworking Space will not be held responsible if such items are damaged or missing.
The Coworking Space offers free wifi to members. For a WiFi login and/or token see the facility manager or staff.
The Coworking Space offers use of coffee makers or refrigerator space for lunches and food consumption. In addition filtered water is available free of charge.
Some Memberships or designated individuals may allow after hours use or may be granted keys or codes to independently enter the facility. This will require agreeing to follow a facility lockup agreement and a walkthrough of the process prior to access being granted. In addition the member individual will take full responsibility for any damages caused by neglect or abuse of this privilege.
Meeting room hire is done on a the basis of 55 minute time slots. To preserve availability of facilities for the community, the maximum allowed consecutive bookable by a single member or organisation will be 2 hours, unless otherwise agreed or notified by the management of The Coworking Space.
General Liability Release:
In consideration of INNOVAULT INC. (“INNOVAULT”) allowing (“Member(s)”) parties to use and occupy the Coworking Space, Member does hereby remise, release, and forever discharge INNOVAULT, of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, and any and all claims, demands and liabilities whatsoever of every name and nature, both in LAW and in EQUITY, which against the said INNOVAULT or its heirs, successors, assigns, agents, and servants Member may now have or ever had from the beginning of the world to this date, and more especially on account of Member’s use of the Coworking Space and any loss, injury or theft associated therewith. The Member(s) is/ are aware of the risks associated with the use of the Coworking Space, and does hereby expressly assume and consent to the same. Member(s) is/are aware that this Agreement creates legally binding obligations and, therefore, has had the chance to review the same, prior to its execution, with the Attorney of their choice. This agreement shall be governed in accordance with the Laws of the Commonwealth of Virginia.