BREAKTHROUGH CO LAB MEMBERSHIP AGREEMENT
Breakthrough Co Lab LLC d/b/a Breakthrough Co Lab (“Breakthrough”) operates a coworking space at 5250 Highbanks Rd Ste 220, Springfield, Oregon, 97478 for the purpose of facilitating development and growth of small businesses and remote workers (“Coworking Space”). Each member or day pass holder of this Coworking Space (“Coworking Member”) is subject to the following Breakthrough Co Lab Membership Agreement (“Agreement” or “Terms”) which may be updated from time to time without notice to Coworking Member. By signing up to become a Coworking Member and/or using Coworking Space, Coworking Member agrees to be bound by these Terms and represents and warrants that Coworking Member is duly authorized and has legal capacity to execute these Terms.
LEVEL OF SERVICE. Coworking Member’s Level of Service shall be the Level of Service selected by Coworking Member within the Coworking Space’s website at: http://www.breakthroughcolab/membership/.
TERM. The Term of this Agreement shall be determined by the Level of Service selected on the Breakthrough website (“Initial Term”). If Coworking Member continues to use Coworking Space under a different Level of Service, the Initial Term will automatically be extended for the duration of the newly selected Level of Service (“Additional Term”).
PROGRAM SERVICES. Breakthrough agrees to provide such services for each Level of Service as set forth on the Breakthrough website. If Coworking Member continues to use Coworking Space under a different Level of Service than the one initially selected by Coworking Member, Breakthrough will provide newly selected Services.
COWORKING MEMBERSHIP FEES AND CHARGES.
- Standard Fee. Coworking Member shall pay the amount shown on the Breakthrough website for Level of Service selected (“Coworking Fee”).
- Payment and Payment Authorization. Payments will be automatically charged to the payment method selected when signing up. Coworking Fees for monthly memberships will renew 30-days following the sign-up date and each month thereafter.
- Failure to Make Payment. If for any reason the monthly membership payment is declined or not completed, the Coworking Member is immediately suspended from receiving services until payment is made.
POLICIES AND PROCEDURES. Coworking Member agrees to abide by the “Breakthrough Coworking House Rules” (“House Rules”) as determined by Breakthrough from time to time and incorporated herein by this reference. Coworking Member understands and agrees that Breakthrough reserves the right to modify the House Rules in its sole discretion without prior notice to Coworking Member. If there is any conflict between this Agreement and the House Rules, this Agreement shall control.
CONFIDENTIALITY. Coworking Member acknowledges and agrees that during the time as a Coworking Member and in and use of Coworking Space, Coworking Member may be exposed to Confidential Information. The term “Confidential Information” means any information that Breakthrough, or another Coworking Member discloses, whether in writing, electronically, or orally, to the other party, whether in tangible or intangible form. By way of example and not limitation, Confidential Information includes: (i) any information concerning a party’s, its agents’ or licensors’ technology, such as systems, source code, databases, hardware, software, programs, applications, and manuals, including, without limitation, the selection, coordination, and arrangement of the contents thereof; (ii) any information concerning a party’s, its agents’ or licensors’ financial or business plans or operations, such as research activities and plans, marketing or sales plans, pricing or pricing strategies, and unpublished financial information, including information concerning revenues, profits and profit margins. Each party agrees that the other will have no obligation to specifically identify by any notice or other action any information to which the protection of this Agreement extends. Coworking Member agrees that it will: (a) hold the Confidential Information in the strictest confidence and will not copy or disclose to any third party any portion of the Confidential Information; (b) not use Confidential Information in any way directly or indirectly detrimental to Breakthrough or another Coworking Member.
COWORKING SPACE EQUIPMENT. Coworking Member must not alter any of the pre-existing Coworking Space equipment and must take care of all parts of the Coworking Space, including, but not limited to, its equipment, fixtures, fittings, and furnishings. Coworking Member is liable for any damage caused by it or its invitees. The Coworking Member must not install any cabling, IT, or telecom connections without Breakthrough’s consent which Breakthrough may refuse at its sole and absolute discretion. It is Coworking Member’s responsibility to arrange insurance for its own property which it brings into the Coworking Space.
COMPLIANCE. Coworking Member agrees to comply with all applicable laws and regulations in the conduct of its business. Coworking Member must not do anything that may interfere with the use of the Coworking Space by Breakthrough or other Coworking Members, cause any nuisance or annoyance, or cause loss or damage to Breakthrough (including damage to reputation).
TERMINATION. Breakthrough, in its sole discretion, shall have the right to terminate this Agreement at any time with thirty (30) days prior written notice to Coworking Member. If Coworking Member desires to terminate this Agreement, Coworking Member must cancel their Membership via the Member Portal on the Breakthrough website. Cancellations are final at the end of the current billing period. No refunds will be given for cancellations midway through the billing period.
In addition, Breakthrough reserves the right to terminate this Agreement immediately and without prior notice to Coworking Member, if Coworking Member’s conduct results in a material breach of this Agreement, the House Rules, or a violation of local, state or federal laws, rules or regulations.
Upon termination for any reason, Coworking Member shall immediately remove any and all personal property from the Coworking Space.
INDEMNIFICATION. Coworking Member will indemnify and hold harmless Breakthrough, its directors, officers, employees, agents, and representatives from any and all claims, liabilities, judgments, costs, damages, and expenses of any nature whatsoever, including the cost of defending such claims, which may accrue against, be charged to, be recovered from or sought to be recovered from Breakthrough, directors, officers, employees, agents, and representatives by reason of or on account of any personal injury, sickness or death of any person or damage to property arising from Coworking Member’s use of the Coworking Space. Coworking Member shall also be responsible for any damage it, its employees, agents, representatives, or invitees may cause to the premises or to any person or other property belonging to Breakthrough or other Coworking Members that may be on such premises of the Coworking Space.
RELEASE. Coworking Member hereby releases Breakthrough, its directors, officers, employees, agents, representatives, or invitees (“Released Parties”) from any liability or responsibility to Coworking Member or any other person, claiming it by way of subrogation or otherwise, for any loss or damage to the Coworking Member’s property or the property of any of Coworking Member’s directors, officers, employees, agents, representatives, or invitees which is brought onto the premises, regardless of how such loss or damage may occur, even if such damage or loss may have been caused by flood or other casualty or by the negligence of Released Parties or other Coworking Members. It is expressly agreed and understood that Coworking Member, its agents, employees, or invitees, bring property to the Coworking Space at their own risk. It is further agreed and understood that Released Parties will not be liable to Coworking Member for any business losses or damages to the property of Coworking Member, its employees, representatives, agents, or invitees, occasioned by the acts or omissions of other businesses or persons which may occupy the premises.
DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BREAKTHROUGH PROVIDES THE COWORKING SPACE AND SERVICES “AS IS” AND WITH ALL FAULTS, AND HEREBY DISCLAIMS WITH RESPECT TO THE COWORKING SPACE AND 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, RESULTS, WORKMANLIKE EFFORT AND LACK OF NEGLIGENCE. ALSO, THERE IS NO WARRANTY, DUTY, OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, AND CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT CONCERNING ANY USE OF THE SERVICES. THE ENTIRE RISK ARISING OUT OF PARTICIPATION AS A COWORKING MEMBER OR IN THE USE OF THE COWORKING SPACE REMAINS WITH YOU.
LIMITATION OF LIABILITY; EXCLUSION OF DAMAGES. NOTWITHSTANDING ANY DAMAGES THAT COWORKING MEMBER MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING WITHOUT LIMITATION, ALL DAMAGES REFERENCED BELOW AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF BREAKTHROUGH OR ITS SUBSIDIARIES, AFFILIATES, DIVISIONS, AND THEIR PAST, PRESENT, AND FUTURE OFFICERS, AGENTS, SHAREHOLDERS, MEMBERS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS AND ASSIGNS UNDER ANY PROVISION OF THIS AGREEMENT AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO A REFUND OF ONE MONTH’S FEES PAID UNDER THIS AGREEMENT. THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BREAKTHROUGH OR ITS SUBSIDIARIES, AFFILIATES, DIVISIONS, AND THEIR PAST, PRESENT, AND FUTURE OFFICERS, 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 INFORMATION OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING GOOD FAITH OR 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 THE COWORKING SPACE OR SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE COWORKING SPACE OR 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 BREAKTHROUGH, AND EVEN IF BREAKTHROUGH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
INTELLECTUAL PROPERTY. Coworking Member shall not use any trademark, service mark, logo, or trade name of Breakthrough nor shall Coworking Member represent itself as having any business affiliation with Breakthrough, without prior written consent of Breakthrough. Coworking Member grants Breakthrough its representatives, employees, agents and assigns, the irrevocable and unrestricted right to use, reproduce, and publish photographs of Coworking Member, including Coworking Member’s image and likeness as depicted in any images for editorial, trade, advertising, or any other purpose and in any manner and medium; to alter the same without restrictions, and to copyright the same. Coworking Member releases Breakthrough, its representatives, employees, agents, and assigns from any and all claims, actions, and liability related to the use of said photographs.
ASSIGNMENT. Breakthrough may assign this Agreement without prior notice to Coworking Member. Coworking Member may not assign this Agreement without prior written consent from Breakthrough.
GOVERNING LAW; CHOICE OF FORUM. This Agreement is governed by the laws of the State of Nebraska without regard to its conflicts of law rules. Coworking Member expressly agrees to the exclusive jurisdiction for any claim or dispute with Breakthrough in the federal and state courts within the jurisdiction of the United States District Court for District of Oregon located in Eugene, Lane County, Oregon. The United Nations Convention on Contracts for the International Sale of Goods will not apply to the Agreement. EACH PARTY TO THIS AGREEMENT WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
SUCCESSORS AND ASSIGNS. This Agreement shall be binding on Coworking Member’s heirs, legal representative, successors and assigns.
ENTIRE AGREEMENT. This Agreement, shall be considered to contain the entire agreement between the parties hereto pertaining to the use of Breakthrough facilities and all negotiations and all agreements acceptable to both parties are included herein. This Agreement may be modified by Breakthrough, at its sole discretion without notice to Coworking Member.
ATTORNEY’S FEES. In the event Breakthrough is required to file suit to enforce any provision of this Agreement, should it prevail, it shall be entitled to recover its reasonable costs and attorney’s fees incurred in prosecuting the action, in addition to all other damages which it might be entitled.
SEVERABILITY. In the event that any provision or portion of this Agreement is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.