MEMBERSHIP LICENSE AGREEMENT
The Impact Hub Seattle community is based on mutual trust, collaboration, and respect. A community, however, can only work with a clear understanding of the mutual relationship, each party’s rights and a set of behavioral guidelines. As a Member, you agree to the following terms and conditions and we welcome your feedback on this document.
1. This Membership License Agreement (“Agreement”) is made between Hub Seattle LLC (“Hub Seattle”) and the Hub Seattle Member (“Member”).
2. Memberships. Hub Seattle agrees to provide Members with nonexclusive access to co-working areas and related amenities in designated areas based on various levels of access, pricing and benefits (“Memberships”) as specified on the impacthubseattle.com website. Member has chosen a specific level of Membership during the application procedure.
3. Account. Hub Seattle will provide Members with access to Hub Seattle’s Member Portal through personal login credentials, for the purpose of managing its Membership.
4. Use of Common Areas. Members shall have nonexclusive access to Common Areas as defined in the Terms and Conditions. Certain locations within the Common Areas are generally available on a “first-come, first-served” basis, while others may require the Member to schedule access or pay a usage fee.
5. Shared Use. Hub Seattle offers event services, expositions, meetings, conferences and other gatherings to both Members and non-Members. Member acknowledges and agrees that certain parts of the Common Areas might be assigned for such uses either temporarily or on an ongoing basis, which may condition or preempt Member’s access to such areas at such times.
6. Guests. Members may invite non-Members as guests (“Guests”) to the Common Areas. Member shall be responsible for all actions of their Guests while on or about the Premises and for the Guests’ adherence to Hub Seattle’s guest policy as detailed in the Terms and Conditions including a 2-hour per day limitation.
7. Additional Services at Member Rates. Hub Seattle may offer rental of conference rooms, event space rental, storage rental, furniture rental, mailboxes and mail service, additional keycards and other services at an additional cost. Members may benefit from reduced rates for these services when applicable, as displayed on the impacthubseattle.com website and the Member Portal.
TERMS & CONDITIONS
Last updated on August 10th, 2017. Whenever these Terms and Conditions (“Terms and Conditions” or “Terms”) are modified we will signify that changes have been made by updating the date displayed in this statement. This document is always available on the impacthubseattle.com website.
a) Hub Seattle’ refers to Hub Seattle LLC, a Washington State Limited Liability Company.
b) ‘Member’ refers to any individual that has agreed to entering a Membership License Agreement with Hub Seattle, whether through signing up via Hub Seattle’s Member Portal or the Membership Application for employees of an organization entering into a sublease agreement.
c) ‘Guest’ refers to any non-Member, whether client, co-worker, customer, contractor, or otherwise, that is invited to Hub Seattle by a Member.
d) ‘Premises’ refers to the buildings located on 220 + 240 2nd Ave S, Seattle, WA 98104 in its entirety, not limited to Common Areas.
e) ‘Common Areas’ refer to such areas of the Premises as Hub Seattle may from time to time designate for common use of its members, which shall include shared workspace, conference rooms, kitchens, event areas, phone booths, entrance lobby, corridors, elevators, stairways, bike storage, showers, and other areas.
f) ‘Amenities’ refers to all other services, benefits, or products as may be offered to Members by Hub Seattle as part of their Membership, such as office furniture and equipment, coffee, tea, fruit, kitchen appliances, internet access, discounts at local vendors and access to wellness rooms and services. Amenities are subject to change from time to time and without notice at the sole discretion of Hub Seattle.
g) ‘Account’ and ‘Member Portal’ refer to the online member management system used by Hub Seattle to manage individual membership status and payments.
h) ‘Impact Hub’ or ‘Impact Hub Global’ or ‘Impact Hub Network’ refer to the global Impact Hub network, i.e. Impact Hub GmbH, Lindengasse 56 / 18-19, 1070 Vienna, Austria.
2. Membership Benefits. Hub Seattle offers various Memberships with various levels of access to the Common Areas and Amenities and respective pricing, as specified on the impacthubseattle.com website.
3. Guest Policy. Members may invite Guests to Hub Seattle and Guests may use the Common Areas and related Amenities for up to a 2-hour period per day and within regular (8.30am – 5.00pm) business hours, limited to a maximum of 5 days per month per Guest. After that, Guests will be required to purchase a day-pass. Member will be solely responsible for all actions of their Guests on or about the Premises and will ensure Guests’ compliance with Hub Seattle’s policy as outlined in this document and all applicable laws and regulations. Guests are expected to be continuously accompanied by the Member inviting them.
4. Pricing. Membership costs will be displayed in the impacthubseattle.com website. Hub Seattle, in its sole discretion and at any time, may modify the Membership pricing. Any pricing change will not become effective until after the completion of the billing cycle during which they are announced.
5. Billing. Payments for Memberships are due in advance, on the 1st of the month, will be billed monthly until the Membership is terminated, are non-refundable, and are non-transferable. A valid U.S. credit or debit card is required for Memberships, with accurate and complete billing information including full name, address, state, zip code, telephone number, and valid payment method information. By submitting such payment information, Members automatically authorize Hub Seattle to charge all fees incurred through an account to any such payment instruments. If a payment is not received on the due date, Hub Seattle may, without limiting its other rights and remedies, cancel or suspend the Membership.
6. Membership Modification and Termination. Subject to the terms and conditions of this paragraph 6, including proper advanced notice where required, Members may terminate their Membership or modify their Membership to a different Membership type. Terminations and modifications by Members require written notice to Hub Seattle prior to the first day of the billing period for which they are to take effect. Members terminating or modifying a Membership may do so through the Member Portal which will be considered a written notice. Retroactive changes are not allowed; late notices of termination or modification will defer the request until the next following billing period. A written notice to Hub Seattle may be sent to firstname.lastname@example.org.
Members with a 6-month commitment will incur a penalty equal to the cost of one month’s Membership upon terminating their Membership prior to the completion of the 6-month period, plus reversal of all applicable discounts for the months they were applied. Members with a Fixed Desk Membership must provide notice of cancellation at least one calendar-month in advance of the billing date for the period for which the modification or termination will take effect.
Notwithstanding anything to the contrary, Hub Seattle may terminate a Membership with advanced notice to member prior to and effective as of the first day of any billing period, or at any time immediately and without notice, for any material violation of the Membership Agreement or Terms and Conditions in which case Hub Seattle will refund any amounts paid for unused periods that remain after deducting any pending charges or other amounts owed, on a prorated basis.
7. Use of Common Areas. Hub Seattle shall provide Members with nonexclusive access to the Common Areas, subject to the Membership Agreement, Terms and Conditions and the level of Membership purchased by the Member. Member shall restrict its use of the Premises to the Common Areas absent a written agreement with Hub Seattle providing otherwise.
Member shall be provided with access (keycard(s) and/or key(s)) to access the Premises if included in the specific Membership. Keys and keycards are strictly personal and are not to be shared with others. A fee of $20 applies for a set of (replacement) keys and keycards.
8. Accounts. Members shall have access to a personal Member Portal account. When creating an account with Hub Seattle, Member warrants that to be above the age of 18, and that the information provided by Member is accurate, complete, and will be kept current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of the Membership. Members are responsible for maintaining the confidentiality of their account and password, and agrees to accept responsibility for any and all activities or actions that occur under Member’s account and/or password. Member must notify Hub Seattle immediately upon becoming aware of any breach of security or unauthorized use of your account.
9. Network Access. Hub Seattle provides 1GB of shared fiber internet through wired wall ports and wireless access and will make all reasonable effort to ensure Member’s network access. Hub Seattle does not guarantee internet connectivity or bandwidth. Planned outages and maintenance windows will occur after regular business hours and with 24 hours’ notice when at all possible.
Under no circumstance does Hub Seattle guarantee the upkeep of personal wireless equipment. For individual Member’s requests for a customized setup of network access or other services, Hub Seattle may make support available to Member through The Radix Group at a cost of $75 per hour, or such other rates of The Radix Group as may be applicable at such time, at the expense of the Member.
Use of internet is intended for legal nature only. Member agrees to assume all legal liability for activity traversing their data connection adhering to local, state and federal laws. Use of internet access is expected to be typical for day to day operations of a business, which is to be determined at Hub Seattle’s sole discretion.
10. Rules of Conduct. Members and their Guests are required to comply with the following rules of conduct to ensure a safe environment and shall not:
a) maintain or store any inventory of goods on the Premises.
b) conduct illegal activities on or about the Premises or use the Premises for illegal purposes.
c) tamper with, borrow, or remove property kept in another Member’s area without their express permission.
d) cause or permit any hazardous substance to be used, stored, generated, released or disposed of on the Premises. “Hazardous” shall be determined in sole discretion of Hub Seattle.
e) act in a manner that, in Hub Seattle’s sole discretion, does or is likely to adversely affect the peaceful operation and enjoyment of the Premises of Hub Seattle, including without limitation creating any unreasonable disturbance to occupants of the Hub Seattle Premises or Impact Hub employees, Member Guests, Hub Visitors, or others.
11. DISCLAIMER OF WARRANTEES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SEATTLE HUB PROVIDES THE MEMBERSHIP AND AMENITIES “AS IS” AND WITH ALL FAULTS, AND HEREBY DISCLAIMS WITH RESPECT TO THE MEMBERSHIP AND AMENITIES 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 MEMBERSHIP AND AMENITIES REMAINS WITH THE MEMBER.
12. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HUB SEATTLE OR ITS SUBSIDIARIES, AFFILIATES, AND THEIR PAST, PRESENT AND FUTURE OFFICERS, DIRECTORS, 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 MEMBER’S PARTICIPATION IN OR INABILITY TO PARTICIPATE IN OR USE OF THE MEMBERSHIP AND AMENITIES THE PROVISION OF OR FAILURE TO PROVIDE MEMBERSHIP OR AMENITIES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THE MEMBERSHIP LICENSE AGREEMENT OR OF THE TERMS AND CONDITIONS, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF HUB SEATTLE, AND EVEN IF HUB SEATTLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13. LIMITATION OF DAMAGES AND REMEDIES. NOTWITHSTANDING ANY DAMAGES MEMBER MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF HUB SEATTLE AND ITS SUBSIDIARIES, AFFILIATES, AND THEIR PAST, PRESENT AND FUTURE OFFICERS, DIRECTORS, AGENTS, SHAREHOLDERS, MEMBERS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS AND ASSIGNS UNDER ANY PROVISION OF THE MEMBERSHIP AGREEMENT OR THESE TERMS AND CONDITIONS AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO ACTUAL DAMAGES INCURRED BY MEMBER BASED ON REASONABLE RELIANCE UP TO $5,000.00. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS, INCLUDING THE PREVIOUS SECTIONS, SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND SURVIVE ANY REMEDY’S FAILURE OF ESSENTIAL PURPOSE.
14. INDEMNIFICATION. MEMBER RELEASES, AND HEREBY AGREES TO INDEMNIFY, DEFEND AND SAVE HARMLESS HUB SEATTLE AND ITS SUBSIDIARIES, AFFILIATES, AND THEIR PAST, PRESENT AND FUTURE OFFICERS, DIRECTORS, 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 MEMBER’S NEGLIGENT ACTIONS, ERRORS AND OMISSIONS, WILLFUL MISCONDUCT AND FRAUD IN CONNECTION WITH MEMBER’S PARTICIPATION IN OR USE OF THE MEMBERSHIP SERVICES. MEMBER FURTHER AGREES IN THE EVENT MEMBER BRINGS A CLAIM OR LAWSUIT IN VIOLATION OF THIS AGREEMENT, MEMBER SHALL BE LIABLE FOR ANY ATTORNEY FEES AND COSTS INCURRED BY HUB SEATTLE OR ITS RESPECTIVE OFFICERS AND AGENTS IN CONNECTION WITH THE DEFENSE OF SUCH CLAIM OR LAWSUIT.
Cobot is the web platform used by Impact Hub Seattle to provide this website.
1.1. Upstream-Agile GmbH, Adalbertstraße 7-8, 10999 Berlin, registered with the commercial register of the local court (Amtsgericht) of Charlottenburg under HRB 110149 B (“upstream”) provides an application to manage coworking spaces via its website www.cobot.me (the “Service” or “Services” or “Cobot”) as further specified on www.cobot.me (the “Website”).
1.2. All contractual relationships between upstream and any customer of upstream using Cobot (“Customer”, together with upstream the “Parties”, each a “Party”) shall be governed by these terms of service (“Terms of Service”). By registering on the Website or using Cobot, the Customer agrees to be bound by these Terms of Service.
1.3. Standard business conditions and/or general terms and conditions of the Customer do not apply, regardless of whether or not upstream has expressly objected to them in a particular case.
2.1. Any use of Cobot requires prior registration on the Website by creating an account (“Account”) and the acceptance of these Terms of Service. Customer must provide accurate and complete information and keep the Account information updated.
2.2. Customer is solely responsible for the activity that occurs on their Account. Customer shall keep their login data (password) confidential and prevent any unauthorized use by third parties. He shall immediately inform upstream if there are indications that any third party is misusing their account.
3.1. Offers published by upstream on the Website are non-binding.
3.2. The Customer may use Cobot for a trial run after registering. The Customer may only register for a trial run once. If a Customer registers for more than one trial run, upstream will have the right to delete these additional Accounts.
3.3. By registering on the Website according to section 2 hereof and subscribing to a subscription plan, the Customer makes a binding offer to use the respective Services. The offer shall be deemed to be accepted by upstream by making available the respective Service. Upon the acceptance of a subscription a contract governed by these Terms of Service between the Customer and upstream is concluded (the “Contract”).
4.1. The price for using Cobot depends on the number of members which are using the coworking space of the respective Customer (each a “Member”).
4.2. The Customer will be required to provide upstream with billing and account information for credit card, debit or other payment systems, such as PayPal, (each a “Payment Source”) for which the Customer is authorized to approve charges to allow upstream to collect payment from the Customer for their subscription plan. The Customer authorizes upstream to automatically and immediately bill the Payment Source when payments for subscription plans are due. The Customer shall only be allowed to raise an objection to a bill/deduction within eighty days starting from the day the deduction was made. If the objection was not raised, the deduction is deemed accepted by the Customer.
4.3. The billing of a subscription plan is made on a pre-paid basis. The payment source will be billed within five bank working days of the beginning of the chosen subscription period and then on a monthly or, as applicable, annual basis.
4.4. The prices stated on the Website are net prices excluding VAT. All other charges in connection with the use of the Services shall be borne by the Customer.
5.1. The Contract runs for an indefinite time and will remain in effect until terminated by one of the Parties in accordance with the Terms of Service.
5.2. The Parties may terminate this Contract for any or no reason at their convenience to the end of each month.
5.3. The Customer having used the trial run may unsubscribe from Cobot anytime without giving reason and without notice by using the respective button in their account.
5.4. The right of termination for cause and without notice remains unaffected for both Parties. A good cause for termination shall include, but shall not be limited to, any of the following events:
5.4.1. the Customer fails to comply with any applicable legal provisions;
5.4.2. a serious breach of the Customer of obligations arising from these Terms of Service by the Customer;
5.4.3. an attempt a denial of service attack on any of the Services by the Customer or any attempt to hack or break any security mechanism on any of the Services;
5.4.4. the Customer fails to pay the fees for the ordered Services;
5.4.5. a proceeding to wind-up the Customer or similar is brought against, or by the Customer (especially including insolvency and creditor protection scenarios and similar).
5.5. Any termination declaration shall be made via the “termination” button within the Account.
5.6. In the event of termination,
5.6.1. the Account of the Customer will be disabled and the Customer may not be granted access to their Account or any files or other content contained in the Account although residual copies of information may remain in upstream’s system;
5.6.2. any rights of use granted to Customer for using Cobot shall expire immediately and Customer shall cease to use the Services;
5.6.3. upstream will not refund any prepaid fees to Customer.
5.7. After a period of inactivity, whereby a user fails to log in to an Account for a period of nine months, upstream reserves the right to disable or terminate the Account. If an Account has been deactivated for inactivity, the subdomain associated with that Account may be given to another Customer without further notice.
6.1. Subject to these Terms of Service, and for the duration of the Contract, upstream grants the Customer a non-exclusive license to use the Services, which non-exclusive license is hereby accepted by Customer (the “License”). The License shall be granted as non-exclusive, non-assignable, non- transferable, with no right to sub-license, worldwide limited right to use the Services. Customer is responsible for its staff’s compliance with the Terms of Service.
6.2. The scope of the License shall be subject to and limited by the number of Members as agreed between upstream and the Customer.
6.3. upstream does not claim any ownership in any of the content uploaded, transmitted or stored by the Customer in its Account. upstream will not use any of such content for any purpose except to provide the Customer with the Services.
7.1. The Customer agrees that they are responsible for their own communications and for any consequences thereof. The Customer shall act according to the destined functions of the Website and Services. Any inappropriate or illegal use, manipulation, or change of the Website and Services is prohibited. In particular, the Customer shall, shall not agree to, and shall not authorize or encourage any third party to:
7.1.1. use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains malware or is otherwise objectionable as reasonably determined by upstream;
7.1.2. upload, transmit or otherwise distribute content that infringes upon another party’s intellectual property rights or other proprietary, contractual or fiduciary rights or obligations;
7.1.3. prevent others from using the Service; or
7.1.4. use the Service for any fraudulent or inappropriate purpose.
7.2. upstream reserves the right to delete any infringing content according to this section 7, terminate the Services and/or suspend Accounts of a Customer that is violating any of these Terms of Service, in particular this section 7.
The Customer represents and warrants that (i) all information provided by them to upstream to participate in the Services is correct and current; and (ii) the Customer has all necessary right, power and authority to enter into the Contract and to perform the acts required of Customer hereunder.
9.1. The Customer will indemnify, defend, and hold harmless upstream and its officers, directors, employees for any and all claims, suits, litigation, causes of action, losses, damages, expenses, costs (including court costs and attorneys’ fees) and liabilities (“Losses”) that arise out of, or in connection with (i) the Customer’s use of the Website and/or Services; (ii) any breach by the Customer of any warranty defined in section 8; (iii) any claim that the Customer’s content distributed via the Services caused damage to a third party.
9.2. In cases of an aforementioned enforcement of claims by third parties, the Customer will provide upstream with all their information that is needed for the examination of the claim and for the defense against it. The Customer provides the information immediately, truthfully, and completely.
9.3. The regulation of liability of the Customer or their obligation of indemnification shall apply to the same extent in the event of an act of a Member of the Customer.
10.1. upstream’s liability for damages caused by or related to the exercise of rights and obligations under this Agreement shall be excluded. The limitation of liability shall not cover
10.1.1. damage from injury to life, body or health caused by upstream;
10.1.2. damages caused by upstream that are a result of willful intent or gross negligence;
10.1.3. damages caused by upstream as a result of slight negligence in the event of upstream’s breach of an essential contractual obligation which is indispensable for the duly execution of the contract and thereby jeopardizes the achievement of the contract purpose and such damage is typically foreseeable at the time of the infringement;
10.1.4. upstream’s liability in the event of the assumption of a warranty if an obligation infringement covered thereby triggers upstream’s liability.
10.2. Liability under the Product Liability Act (Produkthaftungsgesetz) shall remain unaffected.
10.3. The limitations and/or restrictions of upstream’s liability shall also apply to the personal liability of its legal representatives and vicarious agents.
10.4. upstream will not be liable hereunder by reasons of any failure to timely perform its services due to an event beyond its reasonable control, including acts of God.
The Customer agrees that upstream may use information of the Customer provided by them (i.e. the name/trademark) for marketing purposes as reference on the Website. The Customer may withdraw such consent by writing an email to upstream to email@example.com.
13.1. These Terms of Service shall be governed by the laws of the Federal Republic of Germany excluding the Convention on Contracts for the International Sale of Goods (CISG) and the conflict of laws provisions. Both Parties submit to the exclusive jurisdiction of the courts of Berlin.
13.2. Should any provision of this Terms of Service be or become invalid, ineffective or unenforceable as a whole or in part, the validity, effectiveness and enforceability of the remaining provisions shall not be affected thereby. Any such invalid, ineffective or unenforceable provisions shall be deemed replaced by such valid, effective and enforceable provision as come closest to the economic intent and purpose as of such invalid, ineffective or unenforceable provisions as regard subject-matter, amount, time, place and extent. The aforesaid shall apply mutatis mutandis to any gap in these Terms of Service if any court has confirmed such proceeding.
13.3. upstream reserves the right to change these Terms of Service at any time without indicating the reasons. upstream will notify Customer of the changed Terms of Service on the Website or via email no later than two (2) weeks before the refined terms will take effect. In case Customer objects the new Terms of Service they may terminate the Contract with a period of two (2) weeks upon receipt of the information about the changes by upstream via the “termination” button within the Account.