Legal Agreement: Terms of Service
Coworking Membership Agreement
coLAB offers a shared, community-driven workspace for location-independent workers. It exists because of you and for you. As a member, you will not just be a customer of coLAB; you’ll be an active part of what coLAB is and does for you and for others.
If you have a private office within coLAB we will be asking you to sign a dedicated agreement.
Below are some of the benefits members receive as part of their membership:
- Access to shared workspace in all coLAB locations
- Free access to high-speed wireless internet
- Free limited use of meeting room dependent on membership level (as available)
- Limited free parking in adjacent lot during open hours
- Free admission to most events held in the space
- Access one day per calendar month
- Discount on additional days ($20 per additional day)
- Access up to ten days per calendar month
- 24/7 Access
- 5 hours per month of meeting room credit
- Access to a shared desk unlimited days per calendar month
- 24/7 Access
- 10 hours per month of meeting room credit
Payment Terms & Options
- All membership payments are due on the first business day of each month. You will receive an invoice in advance of this date.
- COLAB reserves the right to charge late fees and/or withhold services if payments are not received on time.
- Membership payments to begin on your first day of coworking.
- Many members may pay fees through the member portal by credit card. COLAB reserves the right to require payment by check or ACH transfer for members not eligible for portal credit card payment.
- Fifteen days’ prior written notice (email ok) to the Community Manager is required for cancellation of month-to-month memberships. Members who sign up for terms in excess of one month may not cancel until after the full term has expired.
- ** Private offices please refer to your specific agreement regarding cancellation policies.
1. Acceptance of Terms.
The services of coLAB (“COLAB”) (a licensee of CPSA -MENDOCINO, LLC) provides to you, the undersigned, are subject to the following TOU.
COLAB reserves the right to update this TOU at any time. COLAB will attempt to contact you to notify you of any such updates within 30 days of their enactment using the contact information provided in the Membership Agreement.
In the event of any conflict between the terms of this TOU and the terms you agreed to on the co-working member portal (e.g. Nexedus), the terms of the co-working member portal shall control.
2. Description of Services.
COLAB may provide you with access to office space, work stations, internet access, office equipment, conference space, knowledge resources and such other services as COLAB may provide from time to time (collectively, the “Services”). The Services at all times are subject to this TOU. Any member may utilize any COLAB location in accordance with the terms of that member’s membership type.
3. No Unlawful or Prohibited Use.
As a condition of your use of the Services, you will not use the Services for any purpose that is unlawful or prohibited by these terms and conditions and any notices we send you. You hereby represent and warrant that you have all requisite legal power and authority to enter into and abide by the terms and conditions of this TOU and that no further authorization or approval is necessary. You further represent and warrant that your participation in and use of the Services will not conflict with or result in any breach of any license, contract, agreement or other instrument or obligation to which you are a party.
4. Use of services.
You agree that when participating in or using the Services, you will not:
- Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited message (commercial or otherwise);
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
- Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through COLAB Services;
- Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same;
- Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party;
- Upload files that contain viruses, Trojan Horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;
- Download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in s-uch manner;
- Restrict or inhibit any other user from using and enjoying the Services;
- Violate any code of conduct of other guidelines which may be applicable for any particular Service (including the Rules and Regulations for 427 Mendocino Avenue);
- Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party;
- Violate any applicable county, city, state, federal or other laws or regulations; and
- Create a false identity for the purpose of misleading others.
- Transfer the key-fob or parking lot hang-tag, sticker or other validation to anyone.
- COLAB reserves the right at all times to disclose any information about you, your participation in and use of the Services as COLAB deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in COLAB’s sole discretion.
- You acknowledge and agree that during your participation in and use of the Services you may be exposed to Confidential Information. “Confidential Information” shall mean all information, in whole or in part, that is disclosed by COLAB or any participant or user of the Services or any employee, affiliate, or agent thereof, that is nonpublic, confidential or proprietary in nature.
- Your participation in and/or use of the Services obligates you to:
- maintain all Confidential Information in strict confidence;
- not to disclose Confidential Information to any third party or parties;
- not to use the Confidential Information in any way directly or indirectly detrimental to COLAB or any participant or user of the Services.
- You acknowledge and agree that nothing in this TOU or your participation or use of the Services will be construed as granting any rights to you, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of COLAB or any participant or user of the Services.
7. Participation In or Use of Services.
You acknowledge and agree that you are participating in or using the Services at your own free will and decision. You acknowledge that COLAB does not have any liability with respect to your access, participation in, use of the Services, or any loss of information resulting from such participation or use.
8. Disclaimer of Warranties.
To the maximum extent permitted by law, COLAB provides the services “as-is” and with all faults, and hereby disclaims with respect to the services all warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) warranties, duties or conditions of or related to: merchantability, fitness for a particular purpose, lack of viruses or other malicious software, accuracy or completeness of responses, results, workmanlike effort and lack of negligence. Also, there is no warranty, duty or condition of title, quiet enjoyment, quiet possession, correspondence to description or non-infringement. The entire risk as to the quality or arising out of participation in or the use of, the Services, remains with you.
9. Exclusion of Incidental, Consequential and Certain Other Damages.
To the maximum extent permitted by law, in no event shall Landlord (as defined below), COLAB, or COLAB’s subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly or individually be liable for any direct, special, incidental, indirect, punitive, consequential or other damages whatsoever (including, without limitation, damages for: loss of profits, loss of use, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty (including of good faith or of reasonable care), negligence, and any other pecuniary or other loss whatsoever) arising out of or in any way related to the participation in or inability to participate in or use the Services, the provision of or failure to provide services (including the 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 COLAB, and even if COLAB has been advised of the possibility of such damages. Because some states/jurisdictions do not allow the exclusion or limitation of liability, for consequential or incidental damages, the above limitation may not apply to you. For the purposes of this TOU, Landlord shall mean “CPSA – Mendocino, LLC, a California limited liability company”
10. Limitation of Liability and Remedies.
Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of Landlord (as defined below), COLAB or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns under any provision of this TOU and your exclusive remedy for all of the foregoing shall be limited to actual damages incurred by you based on reasonable reliance up to Ten and No/100 Dollars (USD $10.00). The foregoing limitations, exclusions and disclaimers (including Section 8 and Section 9 above) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
COLAB reserves the right to terminate this agreement or any Service at any time for any reason or for no reason, upon one (1) day notice to you. COLAB further reserves the right to terminate your participation in and use of any Services, immediately and without notice, if you fail to comply with the TOU.
You release, and hereby agree to indemnify, defend and save harmless Landlord (as defined below), COLAB and COLAB’s subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties based upon or arising out of your negligent actions, errors and omissions, willful misconduct and fraud in connection with or arising out of the participation in or use of the Services. You further agree, in the event that you bring a claim or lawsuit in violation of this agreement, that you shall be liable for any attorneys’ fees and costs incurred by Landlord (as defined below), COLAB, or COLAB’s respective officers, employees and agents in connection with the defense of such claim or lawsuit.
In the event that any provision or portion of this TOU is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this TOU shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.
COLAB will carry general liability insurance. As a user, it is strongly suggested that you carry a renters insurance policy to cover your own equipment while using our space. That policy may cover your current residence/office, as well as the premises of COLAB.
16. Access and Parking.
Members will have access to the facility 24/7 provided the Member utilizes COLAB-provided access device and further provided that Member understands that access may be denied (without refund) during non-business hours when power or internet service is interrupted. COLAB will make available one vehicle hang-tag for each Collaborative, Connected and Committed membership which will permit the member to park in one space in COLAB’s parking lot located at 411 Mendocino Avenue (“Parking Lot”). The parking hang-tag must be hung on the rearview mirror of your vehicle should you wish to park in the Parking Lot. Vehicles parked in the Parking Lot without hang-tags or which are parked in any spaces marked “reserved” will be promptly towed without notice at the vehicle owner’s sole cost and expense. Parking spaces in the Parking Lot are offered to members on a first-come, first-served basis, and may not be reserved or designated by any member. No overnight parking is permitted. Vehicle repairs or modifications are not allowed in the Parking Lot. COLAB may change the validation method from hang-tags to any other form of validation upon notice to you. Any hang-tag not returned at the end of this agreement will result in a fine to member. The amount of this fine will be determined by the Community Manager.
17. Postal Service.
Any member who pays for mail service is subject to the following:
A. Incoming mail must be addressed as follows in order to help ensure proper and timely delivery:
Attn: [your companies name]
427 Mendocino Avenue, Suite 100
Santa Rosa, California 95401
B. Incoming mail will be received by the Community Manager and sorted into each member’s respective locked box, which the member may open with the provided key;
C. Outgoing mail may be placed into the outgoing mail box in the mail center;
D. Outgoing mail must have the return address described above in order to help ensure proper receipt of returned mail;
E. Member hereby agrees, to the extent mail services is included in the Services, to: (i) allow COLAB to process mail as described above; (ii) release COLAB from all liability of any kind arising in connection with processing Member’s mail.
Dog-Related Provisions.COLAB is a dog-friendly community and we encourage you to bring your furry canine friend provided you hereby agree to all of the following:
- Dogs must be properly licensed and vaccinated.
- All dogs must be supervised and under the direct control of the member (meaning leashed). Dogs may not be left in COLAB facilities overnight or while the member is not present. Dogs must stay with their member or designated watcher at all times. Dogs are not allowed in bathrooms, break areas or the café. The Community Manager reserves the right to specify other restrictions regarding dogs from time to time.
- Any dog behavior, which interferes with another member’s ability to work, will be cause for the dog to be taken home by the member (interference is in the eye of the beholder). Aggressive behavior, such as growling, barking, chasing, lunging or biting, is unacceptable and the dog will have to be taken home permanently on the first complaint.
- Members with allergic reactions to dogs may ask the owner to refrain from bringing the dog to COLAB if the presence of the dogs makes it difficult for the allergic member to work. Dogs with evidence of fleas or mites will be asked to go home until the problem has been alleviated.
- Members are responsible for cleaning up after their dogs at all times. If a dog has more than one indoor "accident" they will be asked to go home. Members are financially responsible for any damage to or cleaning of COLAB facilities, including damage from accidents, excessive pet hair and odor removal.
- Members who wish to bring their dog must maintain adequate liability insurance against dog mishaps. The Community Manager may ask a dog-owning member to bring evidence of liability insurance, including a dog endorsement, at the Community Manager’s discretion. If member does not comply, the dog may be asked to go home.
- COLAB, its officers, employees, agents and contractors, assumes no responsibility or liability whatsoever for any dog.
15. Miscellaneous Provisions.
- If you fail to pay any fee(s) within five (5) days after the same are due and payable, such unpaid fee(s) will be subject to a late payment charge equal to ten percent (10%) of the unpaid amounts in each instance.
- The facility has not undergone inspection by a Certified Access Specialist (CASp) within the meaning of California Civil Code Section 1938, and we are not providing any representations or warranties regarding whether the facility or access thereto meets any or all applicable construction-related accessibility standards, including requirements of the Americans with Disabilities Act, 42 U.S.C. §§ 12101 et. seq. ("ADA") or any similar California legislation (the ADA and any similar California legislation shall be referred to as the "Disability Laws").
- You covenant that on the last day of this agreement, you will peaceably and quietly leave and surrender the facility.
- Member may not assign this agreement to any other party. COLAB may assign this agreement without notice at any time.
- We make no representation or warranty regarding the fitness or suitability of the facility for your use.
- Member agrees that this TOU is not a lease but rather a membership agreement.
- We reserve the right at any reasonable time and for any reasonable purpose to enter and inspect any part of the facility without notice to you.
- All notices (including requests, demands, approvals, or other communications) under this agreement shall be made by electronic mail to your email address given in the contact information section of this agreement and to our email address given in the preamble of the TOU. Either of us may change our email address by giving notice of such change to the other.
- We may relocate you to any other space in the facility upon notice to you. In the event you do not wish to accept the relocated space, you may immediately terminate this agreement.
- Unless the context clearly requires otherwise: (a) the plural and singular numbers shall each be considered to include the other; (b) the masculine, feminine, and neuter genders shall each be considered to include the others; (c) "shall," "will," "must," "agrees," and "covenants" are each mandatory; (d) "may" is permissive; (e) "or" is not exclusive; and (f) "includes" and "including" are not limiting.
- The waiver by either party of any breach of any term, covenant, or condition herein contained shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition herein contained.
- The headings of the Articles and Sections hereof are for convenience only and shall not affect or be deemed to affect the meaning of any provisions hereof.
- This agreement shall be governed exclusively by its express provisions and by the laws of the State of California.