YOU MUST ACCEPT THESE TERMS PRIOR TO USING ANY SOCO FACILITY OR SERVICES. BY COMPLETING A MEMBERSHIP APPLICATION AND USING ANY SOCO FACILITY OR SERVICES, YOU WILL BE DEEMED TO HAVE ACCEPTED THESE TERMS. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON, COMPANY OR OTHER ENTITY, YOU FURTHER REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY OR ENTITY TO THESE TERMS.
WHEREAS, Creative Spaces, LLC, a South Carolina limited liability company doing business as SOCO, (“SOCO”) operates coworking facilities to provide various services to include work spaces, internet access, office equipment use, meeting space, networking and knowledge resources, and other services (the combination of access to facilities and ancillary services is collectively called the "Services"); and
WHEREAS, you (the “Member”) desire and SOCO wishes to provide access to the Services offered by SOCO as set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties agree:
1. Services; Membership Plans
1.1. The Member shall at all times maintain a current, fully-paid membership plan using the online services provided by SOCO (“Plan”). Unless otherwise agreed in writing, the Plan consists of the benefits and restrictions currently advertised on the SOCO website for such plan or, if no such plan exists, recorded in the Member’s online account. Subject to the limitations and restrictions contained in the Member’s Plan, SOCO grants the Member a limited, revocable, non-transferrable, and non-exclusive license to reasonably use SOCO’s facilities. SOCO agrees, subject to the restrictions of the Member’s Plan, to make commercially reasonable efforts to provide the Member with access to the Services.
1.2. The Member is responsible for the conduct of any person invited to or permitted into any SOCO facility by the Member, including, but not limited to, employees, independent contractors, customers, and guests of any type. The Member shall ensure that any such person follows the of this Agreement. If SOCO believes, in its sole and absolute discretion, that the Member’s invitees or other guests are disruptive or otherwise using SOCO facilities or services in an unreasonable manner, SOCO may limit the Member’s right to admit invitees or other guests to any SOCO facility.
1.3. SOCO may change its membership plans, to include services and pricing, at any time without notice. Unless otherwise agreed in writing or otherwise provided by SOCO, the changes will take effect at the Member’s next renewal date as stated in the online service. If SOCO elects to make the changes effective at any date before the Member’s next renewal date, Member may terminate this Agreement before the effective date of the changes and receive a pro rata refund of fees paid for the time remaining in the Member’s current term.
1.4. SOCO may temporarily withdraw the Member’s access to any SOCO facility or otherwise limit the availability of the Services for events or other private functions. SOCO will make reasonable efforts to give notice of upcoming events and functions that may limit access by the Member. These efforts will be deemed reasonable if notice is given in SOCO newsletters, community forums, or any common online forum.
1.5. SOCO may limit access to certain services, consumable items, or benefits within the Services in order to ensure that other members have reasonable access to available resources. The Member shall not unreasonably use consumable items, utilities, network services, or any other service provided by SOCO.
1.6. SOCO may occasionally provide food and beverages, including alcoholic beverages, for the enjoyment of the community. The Member is solely responsible for ensuring the safe, lawful, and responsible consumption of any provided items. Under no circumstances will SOCO be liable for harms of any kind or for the actions of the Member or any persons affiliated with or permitted by the Member, and the Member shall, without limitation, indemnify, defend, and hold SOCO harmless for any damages, losses, or costs associated with the use of same by the Member or guests of the Member.
2.1. The term of this Agreement is for a period commencing upon the date of execution of this Agreement and continuing as specified in the Member’s Plan. Unless provided otherwise in the Member’s Plan, this agreement will automatically renew at the end of each period specified in the Plan. Either the Member or SOCO may elect not to renew the plan by providing the minimum amount of notice, in writing, specified in the Member’s Plan or in any exhibits or attachments to this Agreement, or if no such notice period is provided, at least fifteen (15) days before the renewal date. The nonrenewal provisions in this section 2.1 are not to be construed to limit SOCO’s termination rights under section 4 in any way.
2.2. This Agreement will terminate at the natural end of the term, as described in section 2.1; however, the indemnification provisions of section 7 and the marketing release provisions of section 6 will survive the natural end of the term.
2.3. To avoid doubt, the Member’s abandonment of all SOCO facilities and cessation of use of the Services will not terminate the Member’s obligations under this Agreement. The Member shall be responsible for all obligations under this Agreement, including all fees due, until this agreement reaches the end of its term or is terminated under section 4.
3. Fees; Payments
3.1. Member shall pay any fees associated with the Member’s Plan, any fees associated with additional services consumed by the Member, any late fees, damage charges, reimbursements, or any other fees incurred by the Member in the course of the Member’s use of the Services when such fees are indicated as due according to the Member’s Plan or upon demand by SOCO.
3.2. If the Member fails to make any required payment under this section 3 within fifteen (15) days of the payment’s due date, SOCO may assess a late fee of up to the greater of (1) five (5) percent of the outstanding balance or (2) twenty (20) dollars, to be paid immediately by the Member. Imposing a late fee does not limit SOCO’s rights to terminate this Agreement for nonpayment in section 4 or any other rights or remedies afforded by this Agreement or to pursue any other applicable remedies in law or equity.
3.3. SOCO may, at its sole and absolute discretion, waive the Member’s responsibility to pay for partial months at the beginning or end of the Member’s term. Any such waiver must be in writing.
4.1. If the Member fails to pay any amount owing under this Agreement when due, SOCO may terminate this Agreement with immediate effect. Any exercise of SOCO’s discretion not to terminate for nonpayment is not to be considered a waiver of this right for future nonpayment by the Member.
4.2. If the Member violates the SOCO Member Code of Conduct or any other rules of the SOCO Community in a manner that, in the sole and absolute discretion of the Managing Partner of SOCO or its designee, does affect or has the potential to affect the safety, security, comfort, or general enjoyment of other members or the community, SOCO may terminate this Agreement with immediate effect. If this Agreement is terminated pursuant this section 4.2, the Member shall forfeit any fees paid to SOCO for remaining periods.
4.3. SOCO may terminate this Agreement at any time; provided, however, that if SOCO terminates this Agreement under this section 4.3, SOCO shall refund the Member the pro rata share of any fees paid covering the period from the termination date to the natural end of the Member’s Plan. If SOCO terminates this Agreement under this section 4.3, SOCO shall provide at least thirty (30) days written notice to the Member.
4.4. If the Member has satisfied any required minimum period of membership specified in the Member’s Plan or otherwise provided in this Agreement, the Member may terminate this based on the cancelation notice identified in his/her terms of service.
4.5. The indemnification provisions of section 7.4 and marketing release provisions of section 6 will survive any termination by either party under this section 4.
5. Conduct of Member
5.1. The Member shall follow the terms of this Agreement, all laws and regulations, and any community or facility regulations or codes of conduct including, but not limited to, the SOCO Member Code of Conduct and any rules imposed upon SOCO by its lessors or community associations.
5.2. The Member shall not interfere with the business operations or personal property of other members, including the other member’s confidential information. To avoid doubt, this information 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, any analyses, compilations, studies or other documents, or any information the Member knows or has reason to know should be treated as confidential.
6. Marketing Release
6.1. SOCO and the Member agree that SOCO or its agents may occasionally take photographs or video of the Member and any spaces used by the Member at SOCO facility and attending SOCO events. The Member grants all rights and interest in any such photographs or video to SOCO free from any claims by the Member. Further, to the extent necessary, Member grants a royalty-free, worldwide, transferable license to use Member’s image, name, and likeness with such photographs or video or in connection with SOCO’s marketing and other business purposes. SOCO shall make reasonable efforts to provide the Member with notice before any photographs are taken of areas used by the Member that are not generally visible to other members or guests. The Member may refuse photography within the Member’s private offices, if any, or may request to review any such photography prior to its further use by SOCO. Additionally, SOCO shall make reasonable efforts to avoid photographing or to obscure obviously confidential information as described in section 5.2.
7. Limitation of Liability; Indemnification
7.1. The Member shall indemnify, defend, and hold harmless SOCO, its officers, directors, employees, and agents, from any claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to, attorneys’ and accounting fees, costs of defense of claims, suits or proceeding brought by third parties, resulting directly or indirectly from a claim by a third party that arises in connection with (i) the Member’s use of SOCO facilities and services, (ii) the Member’s breach of any agreement, code of conduct, or other rules, (iii) the Member’s breach or infringement of any third-party right, including without limitation any copyright, trademark, or privacy right, or (iv) any claim that the Member’s use of the facilities or services caused damage to a third party. This defense and indemnification obligation will survive your Membership term.
7.2. The Member shall be responsible for loss, theft, or damage to any personal property of the Member or placed or caused to be placed in or around any SOCO facility by the Member, even if by such loss is due to negligence by SOCO or its agents. Members are responsible for purchasing and maintaining insurance coverage for personal property. Under no circumstances will SOCO be responsible for any loss, theft, or damage to any personal property of any person.
7.3. The Member shall be responsible for the acts of its guests, invitees, or any other person who enters SOCO facilities in connection with the Member, including any injury to person or property suffered or caused by such person.
7.4. The Member accepts all SOCO facilities and other services AS-IS. SOCO MAKES NO WARRANTY OF ANY KIND AS TO THE OPERATION OF ITS SERVICES OR THE MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OF ITS FACILITIES OR SERVICES.
7.5. IN NO EVENT SHALL SOCO OR ITS MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO ANY USER OR ANY ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR INABILITY TO USE SOCO’S FACILITY, or that results from mistakes, omissions, interruptions, delays in operation, or any failure of performance, whether or not resulting from acts of God, communications failure, theft, destruction or unauthorized access to SOCO records or services.
7.6. Any damages suffered by the Member for a breach of this Agreement by SOCO shall be limited to the fees paid by the Member for any unused portion of the Member’s Plan and, in the case of a material breach by SOCO, any fees paid by Member during the period such breach exists. This refund is the sole and exclusive remedy available to the Member.
8.1. If any provision of this Agreement is deemed invalid, void or unenforceable, then such provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect. Any failure by SOCO to enforce this Agreement will not be construed as a waiver of any right or remedy of SOCO.
8.2. This Agreement is to be governed and interpreted by the laws of the State of South Carolina, without respect to its conflict of laws principles.
8.3. The Member may not assign this Agreement or any of their rights or obligations under this Agreement without the prior written consent of SOCO; provided, however, if the Member presents a substitute member to assume the Member’s obligations under this Agreement, SOCO shall consider the proposed substitute member in good faith in determining whether to consent to the assignment. SOCO may assign this Agreement in the event of an acquisition or reorganization.
8.4. This Agreement and any amendments shall constitute the entire agreement between the Member and SOCO. Future changes to the Member’s Plan and any changes to rules, codes of conduct, or other documents will become immediately enforceable under this Agreement.
8.5. SOCO may provide any notice required under this Agreement via email, postal mail, or appropriate online community forums; provided, however, SOCO shall not be responsible for notifications not received due to an invalid email address, automatic email filtering, or invalid postal mail address provided by the Member. The Member may provide any notices required by this agreement via email, with such notice being considered given upon receipt of a confirmation email. The Member may also provide notice via postal mail to any SOCO facility, properly addressed to the SOCO Managing Partner.
Exhibit A: Additional Terms
1. Commitment: This plan comes with a (3) month minimum commitment which renews monthly unless terminated by the member. See cancellation policy.
2. Cancellation: Upon successful completion of the minimum commitment period, this plan requires a (30) day notification. That is the number of days notice a member must give when canceling their membership. Failure to notify will result in monthly fees being charged for that length of time.
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See Cobot Terms