Legal Agreement: Terms of Service

Coworking Membership Agreement

Shora Foundation offers a shared, community-driven workspace for location-independent workers. It exists because of you and for you. As a member, you will not just be a customer of Shora Foundation; you’ll be an active part of what Shora Foundation is and does for you and for others.

Membership Features

Below are some, but not all, of the benefits members receive as part of their membership:

Virtual Address ($35/month)

  • Get an address and receive mail
  • Add on optional printing services
  • Reserve the conference/board rooms for a discounted fee

Dedicated Desk ($250/month at a minimum of three (3) months)

  • Dedicated desk space for use Monday thru Friday, except holidays, from 6:00am – 7:00pm
  • Access to high-speed wireless internet
  • Add on optional printing services
  • Use of conference room (as available)
  • Free admission to event held in the space sponsored by The Roots Collective
  • Five hours per month of free access to the Board Room
  • Two hours per month of free access to the Workshop Area

Private Desk (starting at $550/month at a minimum of six (6) months)

  • Private office space with access Monday thru Friday, except holidays, from 6:00am – 7:00pm
  • Access to high-speed wireless internet
  • Color Printing
  • Use of conference room (as available)
  • Free admission to events held in the space sponsored by The Roots Collective
  • 10 hours per month of free access to the Board Room
  • Three hours per month of free access to the Workshop Area
  • Free unlimited coffee and snacks

Payment Terms & Options

Dates

  • All membership payments are due on the first business day of each month.
  • Shora Foundation reserves the right to charge late fees of an amount equal to ten percent (10%) of the amount owed and/or withhold services if payments are not received on time.

Payment Methods

Members will pay through The Roots Collective Coworking Site.

License

In consideration of the membership payments and subject to the terms and conditions of this Coworking Membership Agreement and the attached Terms of Use, Shora Foundation hereby grants you the privilege to use and occupy certain spaces in their “AS IS” condition as the “License Area” and collectively the “License Areas”, together in common with other licensees and parties that Shora Foundation may designate certain common areas on the premises and certain Services (as defined in the attached Terms of Use) to be provided within the premises; the use of all of which are subject to the operating standards and such other reasonable rules and regulations as Shora Foundation has in place and may adopt at any time and from time to time in Shora Foundation’s sole discretion (collectively the use and occupancy privileges together with the obligations of you under this Agreement are referred to as the “License”). Shora Foundation will endeavor, but shall not be required, to provide you with thirty (30) days’ notice prior to updates to the operating standards. Shora Foundation may add or remove Services from time to time in Licensor’s sole discretion. If additional Services are for the beneficial use of all licensees, then you also have the opportunity to utilize the additional Services.

License Period

The term of this Coworking Membership Agreement (the “Term”) shall be for the period indicated when signing up for the License and Services, beginning on the date of such and ending upon the expiration of such period unless renewed.

Terms of Use

Membership and member’s use of the Shora Foundation workspace and other services is subject to the following Terms of Use, which are incorporated herein by reference.

Terms of Use

Our TOU is long and boring, but it’s important that you read it carefully to understand your rights and protections, as well as ours. We hope to be able to simplify these terms in the future. Please contact us at tharper@shorafoundation.org if you have questions regarding this TOU.

  1. Acceptance of Terms.

The services Shora Foundation 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”). Shora Foundation reserves the right to update the TOU at any time. Shora Foundation will attempt to contact you to notify you of any updates within 30 days of their enactment using the contact information provided when you sign the Coworking Membership Agreement.

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 these TOU and no further authorization or approval is necessary. You further represent and warrant that your participation or use of the Services (defined below in Section 2, “Description of 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.

  1. Description of Services.

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

  1. No Unlawful or Prohibited Use.
  2. 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 Shora Foundation server, or the network(s) connected to any Shora Foundation 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 Shora Foundation 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.
  3. In addition, provided you are not in default hereunder, Shora Foundation shall make available to you certain other services, if Shora Foundation agrees in writing, the cost of which shall be billed to you as additional fees and the payment of which shall be subject to the same terms and conditions as those governing the payment of the membership payments in the Coworking Membership Agreement regardless of when such charges are billed to you.
  4. Use of Services.

You acknowledge that you are participating in or using the Services at your own free will and decision. You acknowledge that Shora Foundation does not have any liability with respect to your access, participation in, use of the Services, or any loss of information resulting from such participation or use.

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

  1. Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited message (commercial or otherwise);
  2. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
  3. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through the Services;
  4. Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or 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;
  5. 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;
  6. Upload files that contain viruses, Trojan Horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;
  7. Download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;
  8. Restrict or inhibit any other user from using and enjoying the Services;
  9. Violate any code of conduct of other guidelines which may be applicable for any particular Service;
  10. Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party;
  11. Violate any applicable laws or regulations; and
  12. Create a false identity for the purpose of misleading others.
  13. License Area

Should it be necessary to relocate the License Area within the premises for any reason, Shora Foundation shall have the right to relocate you to another license area within the premises of equivalent size upon the same terms and conditions herein. Shora Foundation shall provide you with five (5) days prior written notice of said location and shall use reasonable efforts to assist you in this relocation.

  1. Reservation of Rights.

Shora Foundation reserves the right at all times to disclose any information about you, your participation in and use of the Services as Shora Foundation 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 Shora Foundation’s sole discretion.

  1. Confidentiality.
  2. 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 Shora Foundation or any participant 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 Shora Foundation or any analyses, compilations, studies or other documents prepared by Shora Foundation 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.

  1. Your participation in and/or use of the Services obligates you to:
  2. maintain all Confidential Information in strict confidence;
  3. not to disclose Confidential Information to any third parties;

iii.          not to use the Confidential Information in any way directly or indirectly detrimental to Shora Foundation or any participant or user of the Services.

All Confidential Information remains the sole and exclusive property of Shora Foundation 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 Shora Foundation or any participant or user of the Services.

  1. Disclaimer of Warranties.

To the maximum extent permitted by applicable law, Shora Foundation 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.

  1. Waiver of Claims

Shora Foundation shall not be liable for any interruption or error in the performance of the Services or the provision of utilities to you. You Waive any recourse as against Shora Foundation for any claimed liability arising from the provision of utilities including, but not limited to, loss, damages, expense, or injuries to persons or property arising out of mistakes, omissions, interruptions, delays, errors, or defects in transmission occurring in the course of furnishing utilities provided same are not caused by the willful acts of Shora Foundation, as well any claim for business interruption and for consequential damages.

  1. Exclusion of Incidental, Consequential and Certain Other Damages.

To the maximum extent permitted by applicable law, in no event shall Shora Foundation 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 these TOU and the Coworking Membership Agreement, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of Shora Foundation, and even if Shora Foundation has been advised of the possibility of such damages.

  1. 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 Shora Foundation 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 these TOU and the Coworking Membership Agreement and your exclusive remedy for all of the foregoing shall be limited to actual damages incurred by you based on reasonable reliance. The foregoing limitations, exclusions and disclaimers (including Sections 8 and 10 above) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

  1. Operating Standards

Any operating standards Shora Foundation has in place regarding the premises or the Services are hereby made an integral part of the Coworking Membership Agreement and these TOU. You and anyone invited upon the premises by you shall perform and abide by such rules and regulations and any amendments or additions to said rules and regulations as Shora Foundation may make. In addition, you and anyone invited upon the premises by you shall abide by all applicable governmental rules, regulations, statutes, and ordinances relating in any way to the Services, the premises, or the License; failing which you shall be in default hereunder and shall pay any fines or penalties imposed for such violation(s) directly to the appropriate governmental authority or to Shora Foundation, if Shora Foundation has paid such amount on your behalf. Such remedy shall not be exclusive. It is hereby further explicitly agreed and understood that full compliance with any operating standards or other rules and regulations for the Services or premises or License constitutes a material obligation of the Coworking Membership Agreement and these TOU, and that failure to so comply shall constitute a violation of the Coworking Membership Agreement and these TOU entitling Shora Foundation to exercise any of its remedies pursuant to the Coworking Membership Agree or these TOU or otherwise, including, but not limited to, the right to terminate the Coworking Membership Agreement and these TOU immediately upon written notice to you.

Shora Foundation shall not have any liability or obligation for the breach of any operating standards by other licensees; but Shora Foundation shall enforce any operating standards or other rules and regulations in a non-discriminatory manner.

  1. Transfers

You shall not: (i) assign, mortgage, pledge, hypothecate, encumber, permit any lien to the License or any interest under the Coworking Membership Agreement or these TOU, by operation of law or otherwise or (ii) permit the use of the premises, License Area, or Services by any parties other than you or your clients or customers (all of the foregoing are hereinafter referred to collectively as “Transfers”). Any Transfer made without complying with this Section 11 shall, at Shora Foundation’s option, be null, void and of no effect (which shall not be in limitation of Shora Foundation’s other remedies).

  1. Termination of Services.

Shora Foundation reserves the right to terminate any Service at any time. Shora Foundation further reserves the right to terminate your participation in and use of any Services, immediately and without notice, if you fail to comply with these TOU.

Upon the expiration or earlier termination of the Coworking Membership Agreement, no later than 5:00 pm on the last day of the then-current Term, you shall remove all personal property items from Shora Foundation workspace and shall return all key(s). The cost to repair and all damages caused by you to the Shora Foundation workspace shall be paid within ten (10) days of Shora Foundation’s demand therefor. All of your obligations and responsibilities under these TOU and the Coworking Membership Agreement including, but not limited to, the obligation to make payments and other charges, which are not fully performed shall survive the termination of the Coworking Membership Agreement.

  1. Indemnification.

You release, and hereby agree to indemnify, defend and save harmless Shora Foundation 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 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 these TOU or the Coworking Membership Agreement, you shall be liable for any attorneys’ fees and costs incurred by Shora Foundation or its respective officers and agents in connection with the defense of such claim or lawsuit.

  1. Force Majeure

Shora Foundation shall not be held responsible for delays in performance of its obligations hereunder when caused by strikes, lockouts, labor disputes, acts of God, pandemics, war, terrorism, inability to obtain labor or materials, governmental action, restrictions, controls, or regulations, delay in issuance of permits, civil commotion, fire or other casualty, and other causes beyond the reasonable control of Shora Foundation.

  1. Severability.

In the event that any provision or portion of these TOU is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of these TOU shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.

  1. Insurance.

Shora Foundation will carry General Liability insurance. As a user of the Services, it is strongly recommended that you carry (i) an All Risk or Special Form insurance policy to cover your own personal property, decorations, trade fixtures, furnishings, equipment, and contents within the premises of Shora Foundation; (ii) Business Interruption Insurance; and (iii) Cyber Insurance which may include, but not be limited to, network security, privacy liability, network business interruption, media liability, errors and omissions, social engineering, reputational harm, and bricking, in coverages and in such limits as are appropriate for your business risk, while using our space. That policy may cover your current residence/office, as well as the premises of Shora Foundation. Notwithstanding the optional nature of such policies, Shora Foundation shall in no event be liable for any loss or damages which would have been covered by said insurance, regardless if actually carried by you.

I hereby acknowledge that I have read and understood all of the terms and conditions

contained in these TOU and further agree to be bound to the TOU regarding my participation

in and use of the Services.