General Terms and Conditions
NEST:SPACE MEMBERSHIP AGREEMENT
Nest Space, LLC d/b/a “Nest:Space” operates a coworking space at 2224 Central Avenue, Kearney, NE 68847 for the purpose of facilitating development and growth of small businesses (“Coworking Space”). Each member of this Coworking Space (“Coworking Member”) is subject to the following Nest:Space 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 management system that Nest:Space uses to manage its relationships with Coworking Members (“Coworking Management System”). Information on Levels of Service can be found on the Nest:Space website at: http://www.Nest:Spacecoworking.com/membership/. If there is any conflict between the Nest:Space website and information presented by Coworking Management System, the Coworking Management System information will control.
TERM. The Term of this Agreement shall be determined by the Level of Service (“Membership”) selected in the Coworking Management System (“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. Nest:Space agrees to provide such services for each Level of Service as set forth in on the Nest:Space website. If Coworking Member continues to use Coworking Space under a different Level of Service than the one initially selected by Coworking Member, Nest:Space will provide newly selected Services.
COWORKING MEMBERSHIP FEES AND CHARGES.
A. Standard Fee. Coworking Member shall pay the amount shown in the Coworking Management System for Level of Service selected (“Coworking Fee”).
B. Late Fees. A late fee equal to five percent (5%) of the total amount owing by Coworking Member shall be charged on any outstanding amount owed which has not been paid prior to five (5) days of its due date. If Nest:Space debits to Coworking Member’s account are unsuccessful, Nest:Space will attempt to debit the account for five (5) days. After five (5) days of debit failures, Coworking Member shall be charged a late fee.
C. Payment and Payment Authorization. Any payment due from Coworking Member to Nest:Space shall be made to Nest:Space in a manner selected by Coworking Member in the Coworking Management System. Coworking Member agrees to execute any legal consents necessary to authorize a selected payment method. Coworking Member’s first payment shall be due on the first day of an Initial or Additional Term (“Payment Date”) and all subsequent payments will be due in 30 day increments thereafter until Coworking Member has paid Nest:Space in full for any obligations due and owing. If Coworking Member desires to stop Nest:Space from debiting Coworking Member’s account, Coworking Member must provide at least seven (7) days’ prior written notice to Nest:Space. If Coworking Member wishes to provide such notice, send notice to: hello@nestspaceco.com.
CONFERENCE ROOM CANCELATION. In the event of a cancellation or change to a conference room reservation requested by you, the customer, Nest:Space™ will issue a refund if requested prior to 7 days prior to the reservation date. If a cancellation or change is requested within 7 days of the reservation date, Nest:Space™ reserves the right to issue a refund in the form of credits up to the value of the reservation, to be used within a 90-day time period.
POLICIES AND PROCEDURES. Coworking Member agrees to abide by the “Nest:Space House Rules” (“House Rules”) as determined by Nest:Space from time to time and incorporated herein by this reference. Coworking Member understands and agrees that Nest:Space 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 Nest:Space, 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 Nest:Space 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 Nest:Space’s consent which Nest:Space 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.
KEY FOB OBLIGATIONS. In order to enter the Coworking Space, Coworking Member may be given an access device (“Key Fob”). If, for any reason, Coworking Member misplaces the Key Fob or fails to return the Key Fob at Nest:Space’s request, Coworking Member agrees to pay a thirty dollar ($30.00) fee.
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 Nest:Space or other Coworking Members, cause any nuisance or annoyance, or cause loss or damage to Nest:Space (including damage to reputation).
TERMINATION. Nest:Space, 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 provide Nest:Space with thirty (30) days prior written notice. If Coworking Member does not provide Nest:Space with such notice, Nest:Space reserves the right to charge Coworking Member the Coworking Fee for an additional month.
In addition, Nest:Space 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 Nest:Space, 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 Nest:Space, 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 Nest:Space or other Coworking Members that may be on such premises of the Coworking Space.
RELEASE. Coworking Member hereby releases Nest:Space, 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, NEST:SPACE 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 NEST:SPACE 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 NEST:SPACE 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 NEST:SPACE, AND EVEN IF NEST:SPACE 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 Nest:Space nor shall Coworking Member represent itself as having any business affiliation with Nest:Space, without prior written consent of Nest:Space. Coworking Member grants to Nest:Space 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 Nest:Space, its representatives, employees, agents and assigns from any and all claims, actions, and liability related to the use of said photographs.
ASSIGNMENT. Nest:Space may assign this Agreement without prior notice to Coworking Member. Coworking Member may not assign this Agreement without prior written consent from Nest:Space.
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 Nest:Space in the federal and state courts within the jurisdiction of the United States District Court for District of Nebraska located in Lincoln, Lancaster County, Nebraska. 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 Nest:Space facilities and all negotiations and all agreements acceptable to both parties are included herein. This Agreement may be modified by Nest:Space, at its sole discretion without notice to Coworking Member.
ATTORNEY’S FEES. In the event Nest:Space 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.