2. Station Loft Works Paid Subscriptions, Services, Hourly and Daily Bookings and Membership Plans. This Agreement governs your use of Station Loft Works’ website (“Website”) at www.stationloftworks.com through which you can purchase, book or subscribe to (“Paid Subscriptions”), (“Services”) and/or (“Membership Plans”) on a recurring or non-recurring basis (each a “Service”).
By completing a Transaction, you agree to pay any and all Paid Subscription, Services, Hourly and Daily Bookings, and Membership Plan charges and fees due for the applicable Service. The transactions will be reflected in your Station Loft Works invoice for Services. All transactions are billed to the payment method that you designate. You may update your payment method online at the Website member portal or by calling our team at 678-540-2538.
3. Who we are. Who we are for the purposes of this Agreement is Station Lofts LLC. We provide co-working spaces and services. We reserve the right to change the legal entity that charges you for the Services. The relevant entity with which you enter into this Agreement shall be known in these Terms as “we,” “our” “us,” “Station Lofts LLC,” or “Station Loft Works”.
4. Who you are. References to “Authorized Signatory”, “Member Company,” “you,” “your” and similar words in this Agreement refer to the individual or entity registering for any Paid Subscription, Services, Membership plan or any other Service and agreeing to be bound by this Agreement. If you are entering into this Agreement on behalf of an entity, you represent and warrant that you have all necessary right, authority and consent to bind such entity to this Agreement.
5. Member Company. “Member Company” means a company, entity, or individual that enters into a Recurring Paid Subscription with Station Lofts LLC, including without limitation an On- Demand Membership, Hot Desk Membership, or Hot Desk Plus Membership.
6. Services. For the avoidance of doubt, references to “Services” in this Agreement refer to your access to and use of our Website, online member network, Recurring Paid Subscriptions, Non-Recurring Services, On-Demand Membership, Hot Desk Membership, Hot Desk Plus Membership, Hourly or Daily Bookings of Hot Desks, Hourly or Daily Bookings of Conference Rooms, Hourly or Daily Bookings of Private Offices, Membership Plans, member-only events and offerings and space in our Station Loft Works location (“Premises”) and certain other related services and features we provide. The exact Services you receive will depend on (a) the product or Services you have purchased; and (b) additional features and Services selected by you, such as through a “Service Package”, which may be subject to additional guidelines, terms, conditions and/or rules (“Additional Terms”), including additional payment obligations.
• “Services” do not include, and we are not involved in or liable for, the provision of products or services by third parties (“Third Party Services”) that you may elect to purchase in connection with paid subscription, membership plan, on-demand membership or hot desk. Third Party Services are provided solely by the applicable third party (“Third Party Service Providers”) and pursuant to separate arrangements between you and the applicable Third Party Service Providers. These Third Party Service Providers’ terms and conditions will control with respect to the relevant Third Party Services.
• Some features of the Services may be subject to Additional Terms, which will be posted with those features or otherwise communicated to you. We will consider your use of those features your acceptance of the applicable Additional Terms, and those Additional Terms will be incorporated in these Terms by this reference.
• Business Hours/Days. “Regular Business Hours” are generally from 7:00 a.m. to 7:00 p.m. on Regular Business Days eastern time zone, with the exception of days prior to local bank/government holidays, when Regular Business Hours end at approximately 2:00 p.m. “Regular Business Days” are all weekdays, except local bank/government holidays and up to three other days of which we will inform you.
• Our Reserved Rights. We are entitled to access your Office Space, with or without notice, in connection with our provision of the Services, for safety or emergency purposes or for any other purposes. We may temporarily move furniture contained in your Office Space. We reserve the right to alter your Office Space. We may also modify or reduce the list of Services or furnishings provided for your Office Space at any time. The Services may be provided by us, an affiliate or a third party. Station Loft Works reserves the right, when necessary by reason of accident or in order to make repairs, alterations or improvements relating to the Premises or to other portions of the Premises to cause temporary obstruction to the Common Areas and Facilities as reasonably necessary and to interrupt or suspend the supply of electricity, water and other services to the Premises until the repairs, alterations or improvements have been completed. There will be no abatement in Member Fees because of such obstruction, interruption or suspension provided that the repairs, alterations or improvements are made expeditiously as is reasonably possible.
7. How we might change our Services or this Agreement. The availability and scope of the Services, as well as the availability and scope of benefits we offer in relation to Third Party Services, are subject to change from time to time in our sole discretion. Without limiting the generality of the foregoing, you acknowledge that our Premises, and the Services we may offer, are also subject to change from time to time. From time to time, we may also make modifications, deletions or additions to this Agreement and will provide you with notice of changes to the Agreement or to Services that apply to you, by emailing the last email address provided by you in your profile or by posting a notice on our Website. Most changes will be effective immediately upon notice, except that pricing and fee changes will be effective upon your next subscription period. If you don’t agree to the changes, you may cancel your paid-subscription, membership plan, services, on-demand membership, hot desk or any other service or service packages provided by us to you, at any time, but note that there are no refunds for early cancellation.
8. Station Loft Works May Not be Responsible For Certain Services. Many of the Services offered in our Website are made available by Third Party Service Providers, and Station Loft Works is not responsible for the performance or maintenance of such Third Party Services. We do not make any representations about the Third Party Services by such Third Party Service Providers or your potential experiences with such Third Party Service Providers. If you have any disputes or issues regarding a Third Party Service purchased from a Third Party Service Provider, including if a Third Party Service is disabled, nonfunctioning, modified or otherwise changed in a way that interferes with your use of the Third Party Service, you must contact the Third Party Service Provider directly. In the event that a Third Party Service that you have purchased through our Website is no longer accessible through the our Website, you must contact the applicable Third Party Service Provider directly to ensure continuity of use during the remaining term.
Creating Your Paid Subscription, Membership Plan, On-Demand Membership Plan and Booking a Daily or Hourly Private Office, Conference Room or Hot Desk
9. Recurring and Non-Recurring Services. Our Website and certain Services may allow you to purchase access to Paid Subscription Services, Membership Plans, On-Demand Membership on a automatically renewing subscription basis and Daily or Hourly Private Office, Conference Room or Hot Desk Service on a non-renewing basis. Paid Subscriptions, Membership Plans and On-Demand Membership automatically renew until cancelled pursuant to these Terms. Service prices may change at any time. If the Services prices change, we will notify you. Certain recurring Services may offer a free trial prior to charging your payment method. If you wish to unsubscribe from a recurring Service before we start charging your payment method, you must cancel the recurring subscription by contacting us at email@example.com or calling us at 678-540-2538.
10. Passwords and keycards. Don’t reveal your account password or transfer your keycard or other access device or credentials to anyone else (or let them use your account), and don’t make any copies of any keys, keycards, or other means of entry to our Premises (each, an “Access Device”). You are responsible for maintaining the confidentiality of your password and security of your Access Device. You must promptly notify us if you suspect your password or Access Device has been compromised. Access Devices remain our property and you must return them immediately upon termination or expiration of your Service, Paid Subscription, On-Demand Membership or Hot Desk. You may be charged a replacement fee for any lost or damaged Access Devices.
11. Connecting your Profile to a Company. During the registration process, you may identify a Company (defined below) with whom your profile is associated. Alternately, your individual profile may have been created by an authorized representative of your employer or other entity for which you provide services (a “Company”), and your profile will be associated with such Company. You agree that you will not falsely represent your association with any Company, impersonate any third party, or otherwise submit or present any false or misleading information to us or the Station Loft Works community. In the event your relationship with the Company in your profile changes or ends, you agree to promptly update your profile to reflect this, you may submit a request to do so at firstname.lastname@example.org. If your Paid Subscription, Membership Plan, Service and On-Demand Membership is provided by a Company (“Member Company”), you may lose access to the Services upon termination or change in status of your relationship with such Company. If you are an authorized representative of an entity receiving the Services, you hereby warrant and represent to us that (a) you have the proper authority to create, terminate and maintain the company account and to add and remove individual members to and from the account and (b) you have obtained all necessary consent from any applicable individuals for the creation of their accounts and the processing of individual information within the US. You agree to indemnify us for any loss suffered as a result of any breach of these warranties and representations.
Paying for Your Paid Subscription, Membership Plan, On-Demand Membership Plan and Booking a Daily or Hourly Private Office, Conference Room or Hot Desk
12. Payments. By signing up for a Service on our Website and providing your payment information, you agree to pay us the recurring or nonrecurring fees associated with the particular Service you are purchasing, as displayed to you at the time you create your account and/or sign up for the relevant Service, or as updated by us from time to time upon notice to you. The date on which you sign-up for the recurring Service will become the date on which your membership fee is due on a automatically recurring monthly basis. For example, if you sign-up for a recurring Service on May 9, your next recurring monthly membership fee will be due June 9. You acknowledge and agree that the payment method provided by you will be automatically charged the fees and any other amounts you may incur or be liable for (including for damages caused to our Premises or property) in connection with the Services. Only a single payment method may be used at any given time to make payments for all Services you purchase in a single transaction. You must keep your payment information up-to-date and accurate. Recurring fees, which may include recurring Paid Subscription fees or Membership Plan fees (“Membership Fees”) and any other recurring fees you have agreed to in connection with the Services will be charged on the due date of each month unless we notify you otherwise. Overage fees and other non-recurring fees will be charged within thirty (30) days of you accruing such fees. If payment for your recurring Service, Paid Subscription, Membership Plan, On-Demand Membership or any other Service or any other accrued and outstanding fee is not made within five (5) days in which such payment is due, you will be responsible for paying the then-current late charge. The current late fee schedule is listed on https://stationloftworks.com/pages/faq. Your use of the Services may be immediately suspended, and eventually terminated, if we are unable to charge your payment instrument for any reason. When we receive funds from you, we will first apply the funds to any balances which are in arrears and to the earliest month due first. Once past balances are satisfied, any remaining portion of the funds will be applied to current fees due. The fees applicable to your account may be subject to modification from time to time, and such modifications will become effective upon your next subscription period. Your continued use of the Services following notice of any such modifications, and through the next payment date, constitutes your agreement to such modified fees. You may at any time cancel your account as set forth below if you do not agree to any modified fees.
• Overage Fees. Each month, depending on your Service, you will receive a certain number of credits for conference room use and other products and services we may offer from time to time. These allowances may not be rolled over from month to month. If these allocated amounts are exceeded, you will be responsible for paying fees for such overages. The current overage fee schedule is listed on stationloftworks.com/faq. All overage fees are subject to increase from time to time.
• Late Fees. If payment for the Membership Fee or any other accrued and outstanding fee is not made within 5 days in which such payment is due, you will be responsible for paying the then-current late charge. The current late fee schedule is listed on stationloftworks.com/faq.
• Form of Payment. We accept payment of all amounts specified in this Agreement solely by debit or credit card. If you elect to pay via debit card, you are required to maintain sufficient money in your bank account to pay the fees described in this Agreement and to inform us promptly of any changes to the account. If you elect to pay via credit card, you are required to inform us promptly of any changes to your credit card information and must ensure that you replace such credit card and update the relevant information prior to its expiration date. Only a single debit or credit card account may be used at any given time to make payments under this Agreement. If payment via credit card fails on two occasions, we may require you to make payments via debit card.
• Outstanding Fees. When we receive funds from you, we will first apply funds to any balances which are in arrears and to the earliest month due first. Once past balances are satisfied, any remaining portion of the funds will be applied to current fees due. If any payments remain outstanding after we provide notice to you, we may, in our sole discretion, withhold Services.
13. Refunds. All transactions are final. If technical or other problems directly caused by Station Loft Works or our Website prevent or unreasonably delay delivery of a Service, your exclusive and sole remedy from Station Loft Works is either replacement of the Service or refund of the price paid for Services not received. From time to time, Station Loft Works may refuse a refund request if we believe, in our sole discretion, that there was any fraud, refund abuse, or other manipulative behavior.
Using and Terminating the Services
14. Upon signing up to a recurring Service, if the sign-up date is a Regular Business Day, you will be entitled to begin using the Office Space after 7:00 a.m. on the sign-up date. If the sign-up date is not a Regular Business Day, you will be entitled to begin using the Office Space after 7:00 a.m. on the first Regular Business Day after the sign-up date. Services are available during Regular Business Days and Regular Business hours which can be found at www.stationloftworks.com/faq and at the front desk. For recurring Services this Agreement shall continue on a month-to-month basis (any term after the initial Commitment Term a “Renewal Term”). The Commitment Term and all subsequent Renewal Terms shall constitute the “Term.” This Agreement will continue until terminated in accordance with this Agreement.
• If you breach, or Station Loft Works suspects that you have breached, any of the provisions of this Agreement or any other applicable terms and conditions, Station Loft Works may, at its sole discretion, without notice to you terminate this Agreement and withhold Services. If this Agreement is terminated under this provision, you will lose access to the Services and remain liable for all amounts due under your Station Loft Works account up to and including the date of termination. In addition, we may decline to renew your Paid Subscription, Membership Plan, On-Demand Membership, or Hot Desk or any or all Services at the end of your subscription period for any reason or for no reason. We may also at any time terminate your account, Service, Paid Subscription, Membership Plan or On-Demand Membership if we discontinue such Services.
• You can cancel your account, Paid Subscription, Membership Plan or Services at any time, by submitting a request at email@example.com, or calling us at 678-540-2538. Please note that if your individual account was created by a Company, (a) an authorized representative of such Company may at any time terminate your individual account by contacting us, and (b) we may terminate your account, even if the Company’s account remains active, and even if you continue to be employed or engaged by such Company. Cancellation will be effective immediately upon our receipt of notice of cancellation. We do not provide refunds upon termination or cancellation of your account with respect to amounts already paid. You will remain liable for past due amounts, and we may exercise our rights to collect due payment, despite termination or expiration of your Services.
• Station Loft Works further reserves the right to modify, suspend, or discontinue the Website (or any part or Service thereof) at any time with or without notice to you, and Station Loft Works will not be liable to you or to any third party should it exercise such rights.
15. House Rules. House Rules govern the expected behavior in and around the Premises, which you can find at the Premises and which you must comply with while using Services on the Premises. The House Rules of the Premises are hereby incorporated into these Terms. House Rules may be revised from time to time. In general, we expect that you will not perform any activity that is reasonably likely to be disruptive, damaging or dangerous to us, our employees or agents, other members, any guests or any other third parties or property of any of the foregoing. If you have questions about the guidelines outlined in the House Rules for our Premises, please submit a request at firstname.lastname@example.org.
16. Care of Premises
You acknowledge and agree that:
• you and your guests, invitees, visitors, employees, or clients will obey all rules and regulations posted or included in this Agreement; and
• House Rules may be revised and amended by us without prior consent of, or notice to, you; and
• keys, key cards and other such items used to gain physical access to the Premises remain our property. You will safeguard our property and will be liable for replacement fees should any such property be lost, stolen or destroyed; and
• you shall promptly notify us of any change to your contact and payment information; and
• we will provide notice to you of any changes to services, fees, or other updates by emailing the email addresses provided by you. It is your responsibility to read such emails and to ensure you are aware of any changes; and
• we may, but have no obligation to, regularly record certain areas in the Premises via video to secure the Premises; and
• we may disclose information about you as necessary to satisfy any applicable law, rule, regulation, legal process or government request or as we otherwise deem reasonably necessary for the protection of us, other Member Companies or other Members; and
• you will abide by other rules and regulations as determined by us and communicated to you, including by email. We may add, delete or amend the rules and regulations at our reasonable discretion and with notice to you; and
• all Members must be at least 18 years of age; and
• your Membership Plan and/or Service has a limited capacity and you will be required to abide by those limitations; and
• common spaces are to be enjoyed by all of our Member Companies, Members and guests unless otherwise instructed by us, and are for temporary use and not as a place for continuous, everyday work; and
• you may not make any alterations and/or installations of additional design elements in the Office Space without prior consultation and approval by us. All alterations and/or installations are subject to our community guidelines. In the event that any alterations and/or installations are made, you shall also be responsible for the full cost and expense of the removal of any such items and any restoration necessitated by any such alterations. Prior to any such alteration, installation or removal you shall coordinate with our community manager at the Premises to discuss the appropriate time, manner and means for our team to perform such alteration, installation or removal, at no time shall you or any of your Members perform any alteration, installation or removal yourself; and
• you have no expectation of privacy or security with respect to our Internet connection, networks, telecommunications systems or information processing systems (including any stored computer files, email messages and voice messages), and your activity and any files or messages on or using any of those systems may be monitored at any time without notice, including for security reasons and to ensure compliance with our policies, regardless of whether such activity occurs on equipment owned by you or us; and
• your computers, tablets, mobile devices and other electronic equipment must be kept clean of any malware, viruses, spyware, worms, Trojans, or anything that is designed to perform malicious, hostile and/or intrusive operations. We reserve the right to remove any device from our networks that poses a threat to our networks or users until the threat is remediated; and
• you grant us permission to use your name, trademark and/or logo to identify you as a Member at Station Loft Works, alongside those of other Members, on a public facing “Member Companies” or “Members” page on our www.stationloftworks.com website and on our Social Media pages. You acknowledge that we may, from time to time, use your name, trademark and/or logo incidentally and/or in passing in connection with promotion of our businesses, products and services during and after the Term. If you do not want us to use your name, trademark and/or logo to identify you as our Member, you must notify us in writing. To the extent (i) any such use is objectionable to you, (ii) you notify us of your objections in writing and (iii) provided that we promptly and in good faith to remove or minimize to the extent reasonably possible under the circumstances the effect of the objected-to conduct, you hereby waive any claims or damages against us relating to such use; and
• you will carry on and conduct your business in such manner as to comply with all statutes, bylaws, rules and regulations of any federal, provincial, municipal or other competent authority and will not do anything on or in the Premises in contravention of any of them; and
• children 8 years and under are not allowed in the main office area (beyond reception area). You and your guests, invitees, clients with children 8 years and under can meet you in the conference room; and
• children between the ages of 9 years to 17 years who enter the main office area (beyond the reception area) must be accompanied by an adult at all times; and
• your guests, invitees, clients, or customers must be accompanied by you at all times while they are on the Premises. Under no circumstance can you leave your guests on the Premises without you being present on the Premises; and
• If you are not present at the time your conference room booking begins, the conference room reservation will be canceled and any guest, invitees, clients or customers will be notified accordingly. Under no circumstance will a conference room reservation proceed without you present; and
• that member benefits, such as conference room time credits, cannot be shared and are non-transferable; and
• no open flames are allowed in the Premises such as incense or candles; and
• you and your guests, invitees, visitors, employees, or clients will use conversational inside voice levels in the Premises; and
• You and your guests, invitees, visitors, employees, or clients will use headphones to watch movies or listen to music.
No Member will:
• allow their guests, invitees, visitors, employees, or clients to use speaker phones for conversations outside the conference rooms; or
• perform any activity that is reasonably likely to be disruptive or dangerous to us or any other Member Companies, or our or their employees, guests or property, including without limitation the Office Space or the Premises; or
• or allow their guests, invitees, visitors, employees, or clients to keep or have on the Premises any article or thing of a dangerous, flammable, or explosive character that might unreasonably increase the danger of fire on the Premises or that might be considered hazardous by any responsible insurance company; or
• use the Services to conduct or pursue any illegal activities; or
• use the Services to conduct any activity that is generally regarded as offensive; or
• attach or affix any items to the walls or make any other alterations to the Office Space or Premises or bring any additional furniture or large items into the Premises, in each case without our prior consent; or
• use the Office Space or Premises in a “retail,” “medical,” or other nature involving frequent visits by members of the public; or
• make any copies of any keys, keycards or other means of entry to the Office Space or the Premises or lend, share or transfer any keys or keycards to any third party, unless authorized by us in advance; or
• place or expose or allow to be placed or exposed anywhere inside or outside the Premises any placard, notice or sign for advertising or any other purpose; or
• affix to or erect upon or near the Premises any radio or TV antenna or tower; or
• paint, wallpaper, redecorate or in any way significantly alter the appearance of the Premises; or
• allow any guest(s) to enter the building without signing-in such guest(s) at the reception desk and performing any additional required steps according to our policies; or
• allow guests, invitees, visitors, employees, or clients to smoke inside the Premises.
17. Service Restrictions. Your Services account, to the extent applicable, is specific to you. You cannot add additional members to your account or share your account credentials, member benefits or Access Device with any other individual unless written permission has been specifically granted by us. Furthermore, you must not use any Services or any space you reserve or occupy in any Premises in a “retail,” “medical,” or other nature involving frequent use by or visits from members of the public.
18. Regular Business Day and Regular Business Hours. (a.) If you have purchased a recurring Subscription Plan, Membership Plan or On-Demand membership or any other recurring or non-recurring Service, you will have access to the Premises during Regular Business Hours and Regular Business Days (defined below); (b.) All Hot Desks are subject to desk availability in the Premises; (c.) “Regular Business Hours” are generally from 7:00 a.m. to 7:00 p.m. on Regular Business Days East Coast time zone, with the exception of days prior to local bank/government holidays, when Regular Business Hours end at approximately 2:00 p.m. “Regular Business Days” are all weekdays, except local bank/government holidays and up to three other days of which we will inform you.
19. Security. For security purposes, we may regularly record via video certain areas of our Premises. If we deem it reasonably necessary, we may disclose information about you to satisfy applicable law, rule, regulation, legal process or government request, or to protect us, our members, or other individuals, or any of our or their property. It is your obligation to notify any of your guests about this policy.
20. Additional Services. Additional Services may be available to you, either in connection with the Premises or pursuant to special or additional features, Service Packages, or other offerings. Additional Terms may apply to the additional Services, and to the extent you are receiving any additional Services, the applicable Additional Terms are hereby incorporated into this Agreement by this reference.
21. Conference Rooms and Workspaces. You may use credits for workspace or conference rooms or other Services in our Premises during Premises’ Regular Business Hours on Regular Business Days, all subject to availability of such workspaces or conference rooms. Use of our workspaces and conference rooms in excess of any credits would be subject to the standard fees for such Services. Such Fees are subject to change from time to time.
22. Mail. Subject to availability, you may elect to receive mail and packages at the Premises depending on your Membership Plan or Services. If you have done so, we will accept mail and deliveries on your behalf during Premises’ Regular Business Hours on Regular Business Days. We have no obligation to store such mail or packages for more than forty-five (45) days of our receipt or if we receive mail or packages after you terminate your Station Loft Works Membership. This feature is meant to allow you to accept business correspondence from time to time. It is not meant for an address for the receipt of merchandise or personal goods. As such, we have no obligation to accept bulk or oversized mail or packages.
23. Property. We are not responsible for any property you leave behind in our Premises. It is your responsibility to ensure that you have retrieved all of your personal items prior to leaving. Prior to the termination or expiration of your Station Loft Works Membership and or Services, you must remove all of your property from Station Loft Works Premises. After providing you with reasonable notice, we will be entitled to dispose of any property remaining in our Premises, and you waive any claims or demands regarding such property or our handling of such property. You will be responsible for paying any fees reasonably incurred by us regarding such removal.
24. Damage. You may be held liable (and do hereby authorize us to charge you) for the repair cost for all damage to our Premises and items therein caused by you or your guests, or invitees.
25. Common areas. If you are accessing our space pursuant to these terms, common spaces in our Premises are to be accessed by you, and to the extent we permit, your guests, starting from the time immediately prior to your reserved time in the Premises and ending at the time immediately following your reserved time in the Premises. Common spaces are for temporary use and not as a place for continuous, everyday work.
26. Intellectual Property. You must not directly or indirectly take, copy or use any information or intellectual property belonging to other members or member companies or any of their guests, including without limitation personal names, likenesses, voices, business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property, or modified or altered versions of the same.
27. Technology Release. We may need to install software onto your computer, tablet, mobile device or other electronic equipment to provide you with the Services. You acknowledge that your refusal to install such software may affect your ability to properly receive the Services you have purchased. We may also provide you with technical support at your request. You agree that we (a) are not responsible for any damage to any of your electronic equipment or systems related to such technical support or software installation; (b) do not assume any liability or warranty in the event that any manufacturer warranties are voided; and (c) do not offer any verbal or written warranty, either expressed or implied, regarding the success of any technical support. Furthermore, you acknowledge that you have no expectation of privacy with respect to Station Loft Works’ internet connection, networks, telecommunications systems or information processing systems (including any stored computer files, email messages and voice messages), and your activity and any files or messages on or using any of those devices or systems may be monitored at any time without notice, including for security reasons and to ensure compliance with our policies, regardless of whether such activity occurs on equipment owned by you or us.
28. Pets. No pets or animals are allowed to be kept in or about the Premises or in any common areas in the building containing the Premises.
29. Soliciting. No soliciting is allowed on the Premises.
30. Internet Interruption. Station Loft Works is not responsible for any loses incurred by you, your guests or invitees whatsoever if Wi-Fi or internet is interrupted. From time to time, Wi-Fi or internet may be interrupted due to unforeseen outages causes by weather or other reasons; Station Loft Works is not responsible for such interference in Wi-Fi or internet connectivity and you, your guests, invitees or guests will not be compensated in any form whatsoever for such Wi-Fi or internet outages.
31. Insurance. You are responsible for maintaining, at your own expense and at all times during the Term and for a period of one (1) year after, personal property insurance and commercial general liability insurance covering you for property loss and damage, injury to your guests and prevention of or denial of use of or access to, all or part of the Premises, in form and amount appropriate to your business. You will ensure that Station Loft Works shall be named as additional insured on any such policies of insurance and that you waive any rights of subrogation you may have against Station Loft Works. You shall provide proof of insurance upon our request. You will not at any time during the term of this Agreement use, exercise, carry on or permit or suffer to be used, exercised, carried on, in or upon the Premises or any part of the Premises, any noxious, noisome or offensive act, trade business occupation or calling, and no act, matter or thing whatsoever will at any time during the said term be done in or upon the Premises, or any part Premises, which will or may be or grow to the annoyance, nuisance, grievance, damage or disturbance of the occupiers or owners of the Building, or adjoining lands or premises;
32. You and other members. We do not control and are not responsible for the actions of other members or any other third parties. If a dispute arises between members or their invitees, or guests, we shall have no responsibility or obligation to participate, mediate or indemnify any party.
Advertisements, Endorsements and Testimonials
33. Advertisements. In using the Services, you may encounter advertisements from Third Party Service Providers and our other business partners, which may be targeted to you based on certain information you provide to us or that we collect based on your use of the Services. The types and extent of advertising are subject to change. In consideration for us granting you access to and use of the Services, you agree that we, such Third Party Service Providers and our other business partners may provide you with such advertising from time to time.
34. Endorsements and Testimonials. From time to time, we may also publish testimonials by users and members related to their experiences with the Services. These testimonials are the users’ subjective opinions, and they represent individual results. We neither verify them nor claim that they are typical results that others will generally achieve. Names, locations, dates and other information may have been changed to protect the privacy of the individuals involved. All other testimonials and endorsements of any type, format or nature posted by users are not verified by us, and we make no warranty or representation as to their accuracy. You should be cautious when relying on any testimonials or endorsements, and you should assume the results described therein are not typical.
35. Use of the STATION LOFT WORKS Name; Photos of the Premises. You may not take, copy or use for any purpose the name “Station Loft Works” or any of our other business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property or modified or altered versions of the same, or take, copy or use for any purpose any pictures or illustrations of any portion of any Station Loft Works properties, without our prior consent.
Limitations of Liability
36. We are not liable for actions of other individuals. We do not control and are not responsible for the actions of other individuals using the Services or at our Premises. You should be aware that other users or members may not be who they claim to be. We do not perform background checks on our users or members nor do we guarantee that our users’ or members’ profiles are accurate. We do not endorse, support or verify the facts, opinions or recommendations of our users or members.
37. We do not have liability for third party products or services. The Services may provide you with access to Third Party Services or products. The Services may also provide you with access to advertisements from our other Third Party Service Providers. We are not responsible for the content of these advertisements or any links, products, services or other materials relating to any third party products, services, advertisements or other materials. In no event will we be liable, directly or indirectly, to anyone for any damage or loss relating to any use of or reliance on any advertisement on the Services or any products, services or other materials relating to any advertisement. You agree that our making available access to or discounts for these Third Party Services does not constitute provision of such Third Party Services by us, and you will look solely to the applicable Third Party Service Provider for provision of the applicable Third Party Services and for compensation for any claims, damages, liabilities or losses you may incur in connection with such Third Party Services.
38. Limitation of Liability. For the avoidance of doubt, nothing in this Agreement will exclude our liability for (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation or (c) any breach of any implied terms which cannot lawfully be excluded.
To the extent permitted by law, the aggregate monetary liability of any of the Station Loft Works Parties to you or your employees, agents, guests or invitees for any reason and for all causes of action, whether in contract, tort, breach of statutory duty, or other legal or equitable theory will not exceed the total amounts paid by you to us under this Agreement for the product or service from which the claim arose in the twelve (12) months prior to the claim arising. You acknowledge and agree that you may not commence any action or proceeding against any of the Station Loft Works Parties, whether in contract, tort, breach of statutory duty, or other legal or equitable theory, unless the action, suit, or proceeding is commenced within one (1) year of the cause of action’s accrual.
IN NO CASE SHALL STATION LOFT WORKS, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS (THE “STATION LOFT WORKS PARTIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF OUR WEBSITE OR ANY OF THE SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF OUR WEBSITE AND/OR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN THE SERVICES OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF OUR WEBSITE OR ANY SERVICES POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA OUR WEBSITE, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, STATION LOFT WORKS’ LIABILITY SHALL BE LIMITED TO THE EXTENT SUCH LIMITATION IS PERMITTED BY LAW.
Station Loft Works shall use reasonable efforts to protect information submitted by you in connection with our Website, but you agree that your submission of such information is at your sole risk, and you hereby release Station Loft Works from any and all liability to you for any loss or liability relating to such information in any way.
Station Loft Works is not responsible for data charges you may incur for downloading or streaming files over a data connection.
39. DISCLAIMER OF WARRANTIES AND IMPLIED TERMS.
STATION LOFT WORKS DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT (A) YOUR USE OF OUR WEBSITE OR SERVICES WILL BE AVAILABLE, UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME STATION LOFT WORKS MAY REMOVE THE WEBSITE OR ANY SERVICES FOR INDEFINITE PERIODS OF TIME, CANCEL THE WEBSITE OR ANY SERVICES AT ANY TIME, OR OTHERWISE LIMIT OR DISABLE YOUR ACCESS TO THE WEBSITE OR ANY SERVICES WITHOUT NOTICE TO YOU; (B) THAT ANY CONTENT YOU ENCOUNTER ON THE WEBSITE WILL BE ACCURATE, RELIABLE, UP-TO-DATE OR ERROR FREE; OR (C) THAT THE WEBSITE AND SERVICES WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION. YOU HEREBY RELEASE THE STATION LOFT WORKS PARTIES FROM ANY LIABILITY RELATING THERETO. YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE WEBSITE OR SERVICES IS AT YOUR SOLE RISK. THE WEBSITE AND ALL CONTENT AND SERVICES ACTUALLY DELIVERED TO YOU THROUGH THE WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.
40. Exclusions. Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the exclusions and limitations above may not apply to you. In such event, such exclusions and limitations shall apply to the maximum extent allowed under applicable law.
41. You agree to hold us harmless. By using our Services, you agree to the extent permitted by law, to indemnify and hold the Station Loft Works Parties harmless from and against any and all claims, liabilities, damages and expenses (“Claims”) including reasonable attorneys’ fees, resulting from any breach of this Agreement by you or your employees or guests, or your or their invitees or any of your or their actions or omissions, and Station Loft Works will have sole control over the defense of any such Claims. You are responsible for the actions of and all damages caused by all persons that you or your guests invite to enter the Premises. You shall not make any settlement that requires a material act or admission by any of the Station Loft Works Parties, imposes any obligation upon any of the Station Loft Works Parties or does not contain a full and unconditional release of the Station Loft Works Parties, without our written consent. None of the Station Loft Works Parties shall be liable for any settlement made without its prior written consent.
By using our Website and Services, you agree, to the extent permitted by law, to indemnify and hold the Station Loft Works Parties harmless with respect to any claims arising out of your breach of this Agreement, your use of the Website and/or Services, or any action taken by Station Loft Works as part of its investigation of a suspected violation of this Agreement or as a result of its finding or decision that a violation of this Agreement has occurred. To the extent permitted by law, you waive any and all claims, liabilities, costs, damages, expenses and rights, including reasonable attorney’s fees (“Losses”) against the Station Loft Works Parties resulting from or related to your use of any Services and/or the Website. You agree that you shall not sue or recover any Losses from the Station Loft Works Parties as a result of its decision to remove or refuse to process any information or Services, to warn you, to suspend or terminate your access to the Website or Services, or to take any other action during the investigation of a suspected violation or as a result o Station Loft Works’ conclusion that a violation of this Agreement has occurred. This waiver and indemnity provision applies to all violations described in or contemplated by this Agreement. You shall and hereby do waive California Civil Code Section 1542 or any other similar law of any jurisdiction, which says in substance: “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
42. You agree to cooperate with us. From time to time, we may investigate any actual, alleged or potential violations of this Agreement. You agree to cooperate fully in any of these inquiries. You waive any and all rights against the Station Loft Works Parties, and agree to hold them harmless in connection with any claims relating to any action taken by us as part of our investigation.
Governing Law; Arbitration and Class Action Waiver
43. Governing Law. This Agreement and the transactions contemplated hereby shall be governed by and construed under the law of the State of Georgia and the United States without regard to conflicts of laws provisions thereof and without regard to the United Nations Convention on Contracts or the International Sale of Goods or Georgia’s or any other implementation of the Uniform Computer Information Transactions Act.
44. Venue. Except that either party may seek equitable or similar relief from any court of competent jurisdiction, any dispute, controversy or claim arising out of or in relation to this Agreement, or at law, or the breach, termination or invalidity of this Agreement, that cannot be settled amicably by agreement of the parties to this Agreement shall be finally settled by binding, individual arbitration in accordance with arbitration rules of JAMS then in force, by one or more arbitrators appointed in accordance with said rules. The place of arbitration shall be Douglasville, Georgia, U.S.A.
45. Proceedings; Judgment. You and we hereby expressly waive trial by jury. Discovery and rights to appeal in arbitration are generally more limited than in a lawsuit, and other rights that you and we would have in court may not be available in arbitration.
As an alternative, you may bring your claim in your local “small claims” court, if permitted by that small claims court’s rules and if within such court’s jurisdiction, unless such action is transferred, removed or appealed to a different court. You may bring claims only on your own behalf.
The proceedings shall be confidential and in English. The award rendered shall be final and binding on both parties. Judgment on the award may be entered in any court of competent jurisdiction. In any action, suit or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator(s) or court, as applicable. This Agreement shall be interpreted and construed in the English language, which is the language of the official text of this Agreement.
46. Class Action Waiver. Any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. You and we also agree not to participate in claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person's account, if we are a party to the proceeding. You are giving up your right to participate as a class representative or class member on any class claim you may have against us including any right to class arbitration or any consolidation of individual arbitration.
30-DAY OPT-OUT PERIOD
If you do not wish to be bound by the arbitration and class-action waiver provisions in this Section, you must notify us in writing within 30 days of the date that you first accept this Agreement (unless a longer period is required by applicable law). Your written notification must be mailed to us at the following address: Attn: Station Loft Works c/o Station Lofts LLC, 6790 W Broad St. Douglasville, GA 30134. If you do not notify us in accordance with this Section, you agree to be bound by the arbitration and class-action waiver provisions of this Agreement, including such provisions in this Agreement revised after the date of your first acceptance. Such notification must include: (i) your name; (ii) your email and mailing addresses and (iii) a statement that you do not wish to resolve dispute with us through arbitration. If we make any changes to the Governing Law; Arbitration and Class Action Waiver section of this Agreement, (other than a change to the address at which we will receive notices of dispute, opt-out-notices, or rejections of future changes to the Governing Law; Arbitration and Class Action Waiver section), you may reject any such change by sending us written notice within 30 days of the change to the address set forth in this Section. This notification affects this Agreement only; if you previously entered into other arbitration agreements with us or enter into other such agreements in the future, your notification that you are opting out of the arbitration provision in this Agreement shall not affect the other arbitration agreements between you and us.
48. Local, State, Federal and National Laws and other regulations. You agree to comply with all local, state, federal, and national laws, statutes, ordinances, and regulations that apply to your use of the Website and Services. Your use of the Website and Services may also be subject to other laws, rules and regulations.
49. Right to disclose data/information. You hereby grant Station Loft Works the right to take steps Station Loft Works believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement. You agree that Station Loft Works has the right, without liability to you, to disclose any data and/or information to law enforcement authorities, government officials, and/or a third party, as Station Loft Works believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to Station Loft Works’ right to cooperate with any legal process relating to your use of the Website and/or Services, and/or a third-party claim that your use of the Website and/or Services is unlawful and/or infringes such third party’s rights).
51. Nature of the Agreement; Relationship of the Parties. The whole of the Office Space and Premises remains our property and in our possession and control. We are giving you the right to share with us the use of the Office Space and Premises so that we can provide the Services to you. Notwithstanding anything in this Agreement to the contrary, you and we agree that our relationship is not that of landlord- tenant or lessor-lessee and this Agreement in no way shall be construed as to grant you or any Member any title, easement, lien, possession or related rights in our business, the Premises, the Office Space or anything contained in or on the Premises or Office Space. This Agreement creates no tenancy interest, leasehold estate, or other real property interest. The parties hereto shall each be independent contractors in the performance of their obligations under this Agreement, and this Agreement shall not be deemed to create a fiduciary or agency relationship, or partnership or joint venture, for any purpose. Neither party will in any way misrepresent our relationship.
52. Certain Terms will remain in effect. Even after your use of or access to the Website and/or Services ends, certain of these terms will remain in effect. All terms that by their nature may survive termination or expiration of this Agreement shall be deemed to survive such termination or expiration.
53. Contacting us. If you have any questions relating to this Agreement, please contact us at email@example.com or by calling us at 678-540-2538.
Dated: November 8, 2018