General Terms and Conditions

MERCHANT COWORKING Membership Agreement and Terms of Use (TOU)

Acceptance of Terms:

Merchant Coworking, a division of OTW, LLC hereafter referred to as “Merchant Coworking” provides commercial space located at 100 North Loudoun Street, Suite 130, 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, including all identified and accepted members of your team, hereafter referred to as “Member(s)” shall be allowed to use The Coworking Space, subject to the following Terms of Use (TOU). The Coworking Space reserves the right to update the TOU at any time.

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 Merchant Coworking 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.

Operating Hours:

Normal operating hours of The Coworking Space are Monday-Friday 8:00am to 5:00pm. Outside of normal operating hours Private Office, Dedicated Desk and full time Flex members may still access their allotted facilities. Guests are not permitted in the allotted facilities outside of normal operating hours.

No Unlawful or Prohibited Use:

You agree that you will not use the Services for any purpose that is unlawful and/or prohibited by these terms, conditions, and notices. You may not use the Services in any manner that could damage, disable, overburden, or impair The Coworking Space’s server, or other related infrastructure, or interfere with any other party’s use and enjoyment of any Services.

You agree that you will not attempt to gain unauthorized access to any Services, or accounts, computer systems or networks connected to any of the Merchant Coworking and/or 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 agree that you will 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 that authority to enter into and abide by the terms and conditions of the Membership Agreement and that no further authorization or approval is necessary. You further represent and warrant that your participation in and/or use of the Services will not conflict with or result in any breach of any license, contract, agreement and/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 and/or any duplicative or unsolicited messages (commercial or otherwise);

  • Defame, disparage, 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(s) 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 rights 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 included in the Merchant Coworking lease with the building Landlord);

  • Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the other 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 hooks or approved hangers for hanging. Where damage to walls has been caused remedial materials and labor costs will be charged to you or deducted from security deposits.

  • Private offices can seat multiple members, although only two persons may use each office workspace per day unless otherwise agreed to. All users of Private Offices must maintain at least an active Merchant Coworking Flex membership and be registered with the Merchant Coworking,

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 Merchant Coworking.

Security & Safety Management:

The Merchant Coworking management reserves the right to use video monitoring, entry-exit monitoring and Wi-Fi check-in data for security and operations purposes, although no data will be shared with external entities under our privacy policy.

Renewals and Terminations:

This Agreement is automatically renewed at the end of each period unless otherwise terminated.

The TOU must be adhered to at all times. Failure to follow TOU can result in non-renewal or even early termination of the usage license. The Merchant Coworking reserves the right to terminate any Service at any time, immediately and without notice, if you fail to comply with the T&Cs. This includes non-payment or repeated/serious violation of the space rules. If this happens, the Merchant Coworking will refund any amounts paid for unused periods that remain after deducting any pending charges, on an appropriate basis.

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 paid on the day of use unless other arrangements have been made in advance in writing with the Merchant Coworking.

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 paid 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 utilize 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 Merchant Coworking 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 Wi-Fi, although are not allowed to use printing and other Services.

Members may bring additional guests to The Coworking Space only with prior express permission of the Merchant Coworking outside of normal operating hours.

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, which is disclosed within The Coworking Space or by any participant or user 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 Merchant Coworking, 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 have 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 use the Confidential Information in any way directly or indirectly detrimental to the Merchant Coworking or any participant or user of the Services.

All confidential information remains the sole and exclusive property of the Merchant Coworking 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 proprietary rights of the Merchant Coworking or any participant or user of the Services.

The Merchant Coworking reserves the right at all times to disclose any information about you, your participation in and use of the Services as the Merchant 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 in the Merchant Coworking 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 Merchant Coworking 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 Merchant 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: 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 Merchant Coworking or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, sharers, members, representatives, employees, successors and assigns, jointly and/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 the Merchant Coworking, and even if the Merchant Coworking 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 Merchant Coworking or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, sharers, 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 (USD $100). 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 60 days notice prior to termination for Private Office leases and is subject to the loss of their deposit. The Merchant Coworking, reserves the right to terminate a Member with 60 days notice for Private Office Users, 7 days notice for Dedicated Desk users and 1 days notice for Flex users. The Merchant 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 TOU.

Indemnification:

You release, and hereby agree to indemnify, defend and hold harmless the Merchant Coworking and its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, sharers, members, representatives, employees, heirs, successors and assigns, and each of them, 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/or 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 Merchant Coworking 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 document 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.

Removal of Personal Property:

If the Merchant Coworking 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 Merchant Coworking terminates the membership for cause, the Member shall remove its personal property at an agreed-upon time by the Merchant Coworking and Member. If no such time is agreed upon, then the Merchant Coworking 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 Merchant Coworking 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 Merchant Coworking 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 shall be given reasonable notice under the circumstances via email, community calendar and/or 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:

The Merchant Coworking will be holding events and other scheduled activities utilizing spaces of The Coworking Space, after regular business hours. Those spaces include the 1st floor Lounge/ Kitchen area, 1st floor Flex/Dedicated desk space area, Basement Bar Area, Conference Rooms. In the event of such an event, Members may be screened-off from the event.

Additional Responsibilities:

  • The Coworking Space is a non-smoking facility. Smoking inside the facility is strictly prohibited.

  • Member using counter space, meeting rooms or other resources or areas of or in the facility shall return them to their original configuration or condition or better once completed with use.

  • Storage of equipment or personal property is only allowed with the permission of the facility manager and the Merchant Coworking will not be held responsible if such items are damaged or missing.

Amenities:

  • The Merchant Coworking offers free Wi-Fi to members. For a Wi-Fi login and/or token see the facility manager or staff.

  • The Merchant Coworking 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 shall be responsible for any damages resulting from this privilege.

  • Meeting room hire is done on 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 organization will be 2 hours, unless otherwise agreed or notified by the management of the Merchant Coworking.

General Liability Release:

In consideration of the Merchant Coworking, allowing (“Member(s)”) parties to use and occupy The Coworking Space, Member does hereby remise, release, and forever discharge, and agree to fully indemnify and hold harmless the Merchant Coworking 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 the Merchant Coworking and/or its present and former employees, officers, directors, managers, members, attorney, heirs, successors, assigns, agents, and servants may now have or ever had from the beginning of time 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. The member signs this agreement freely, willfully, without duress, and intending to be legally bound by it. This agreement shall be governed in accordance with the Laws of the Commonwealth of Virginia.

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