Member Agreement
COWORKING MEMBER AGREEMENT AND TERMS OF SERVICE
Co-Operate At Sunset, LLC d/b/a Co-Operate At Sunset, provides a limited, shared, community workspace for independent workers. As a coworking member, you will not just be a customer of Co-Operate At Sunset rather an active part of the Greater Las Vegas startup/tech community.
Co-Operate At Sunset exists at the following location:
Harry Reid Research and Technology Park
8400 W. Sunset Road, Suite 300
Las Vegas, NV 89113
AGREEMENT INCLUDES:
Ability to work along with Las Vegas’ community of entrepreneurs, freelancers and remote workers
Access to high-speed wireless internet
Use of meeting rooms
Access to member-related social and educational events
Coffee, tea, water and snacks
Month-to-month membership pricing (an initial registration fee may apply) and no long term contracts
PAYMENTS
Membership payments will automatically process by credit card via Co-Operate At Sunset’s membership software on the day you join and will either be prorated on that day or the first of the month at Co-Operate At Sunset’s discretion. ACH payment may be made available if the Member requests it and Co-Operate At Sunset agrees.
A deposit is required for all Office Members prior to joining. The deposit will be held by Co-Operate At Black Fire until termination of membership. The deposit will be refunded, less any third-party processing fees, if the office is returned to its original condition. Determination of condition is at Co-Operate At Sunset’s discretion alone.
If payment is not received within 7 days of invoice due date, your services will be suspended until payment is made. Co-Operate At Sunset reserves the right to terminate this Agreement if payments are overdue on two (2) occasions or more. Termination will be in writing to the contact person and guarantor of your company by mail or e-mail and five (5) calendar days will be allowed to remove your property. Any items left at Co-Operate At Sunset will be donated.
If a Company/Member under this agreement has been terminated, then they may request a new or amended agreement. The new or amended agreement may require six (6) months of payment at the time of signing the new or amended agreement per Co-Operate At Sunset’s discretion.
TERMS OF SERVICE
The services Co-Operate At Sunset provides to you, the undersigned (including but not limited to use of work space and access to Internet), are subject to the following Terms of Service (“TOS”). Co-Operate At Sunset reserves the right to update the TOS at any time. Co-Operate At Sunset will attempt to contact you to notify you of any updates within 30 days of their enactment.
DESCRIPTION OF SERVICES
Co-Operate At Sunset may provide you with access to office space, dedicated desks, open desks, Internet access, office equipment, conference space, full kitchen access, knowledge resources, and other services as Co-Operate At Sunset may provide from time to time (collectively, “Services”). The Services at all times are subject to the TOS.
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, conditions and notices. You may not use the Services in any manner that could damage, disable, overburden, or impair any Co-Operate At Sunset server (Co-Operate At Sunset’s web hosting service), or the network(s) connected to any Co-Operate At Sunset server, or interfere with any other party’s use and enjoyment of any Services. You may not attempt to gain unauthorized access to any Services, or accounts, computer systems or networks connected to any Co-Operate At Sunset server or to any of the Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services. 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 TOS and no further authorization or approval is necessary. You further represent and warrant that your participation or 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.
Wi-Fi Connection
As part of Co-Operate@Sunset’s commitment to the utilization of the Wi-Fi (owned and operated by Co-Operate@Sunset), all our Members have access to the Wi-Fi. We ask that all Members exercise good judgement while using the internet.
The following items are inappropriate internet usage:
Download or upload obscene, offensive or illegal material.
Send confidential information to unauthorized recipients.
Invade another person’s privacy and sensitive information.
Download or upload movies, music and other copyrighted material and software.
Visit potentially dangerous websites that can compromise the safety of our network and computers.
Perform unauthorized or illegal actions, like hacking, fraud, buying/selling illegal goods and more.
Please Note: In order to ensure compliance with copyright laws and protect Members from being victimized by the threat of viruses or hacking into servers, the Wi-Fi access is continuously monitored and will actively prevent access to inappropriate content.
USE OF SERVICES
You agree that when participating in or using the Services, you will not:
A. give your key fob to anyone else or allow non-members use of the space at any time. Giving your key fob to someone else is grounds for immediate termination of your membership plan.
B. participate in illegal or unlawful activities;
C. restrict or inhibit any other user from using and enjoying the Services;
DISCLOSURE
Co-Operate At Sunset reserves the right at all times to disclose any information about you, your participation in and use of the Services as Co-Operate At Sunset deems necessary to satisfy any applicable law, regulation, legal process or request. Co-Operate At Sunset will provide at least five (5) days notice of the request by the third party to provide you the opportunity to take legal action to protect yourself. Co-Operate At Sunset is not able to provide legal advice in this situation. You are strongly encouraged to hire an attorney to assist you if a circumstance involving your business information is being sought by a third party.
CONFIDENTIALITY
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 Co-Operate At Sunset or any participant, member or user of the Services or any employee, affiliate, or agent thereof, that is nonpublic, confidential or proprietary in nature. Confidential Information also includes, without limitation, information about business, sales, operations, know-how, trade secrets, technology, products, employees, customers, marketing plans, financial information, services, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of Co-Operate At Sunset, any analyses, compilations, studies or other documents prepared by Co-Operate At Sunset or otherwise derived in any manner from the Confidential Information and any information that you are obligated to keep confidential or know or has reason to know should be treated as confidential.
Your participation in and/or use of the Services obligates you to:
A. maintain all Confidential Information in strict confidence;
B. not to disclose Confidential Information to any third parties;
C. not to use the Confidential Information in any way directly or indirectly detrimental to Co-Operate At Black Fire or any participant or user of the Services.
All Confidential Information remains the sole and exclusive property of Co-Operate At Sunset, other members or residents of Co-Operate At Sunset, or the respective disclosing party. You acknowledge and agree that nothing in this TOS 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 Co-Operate At Sunset or any participant or user of the Services.
PARTICIPATION IN OR USE OF SERVICES
You acknowledge that you are participating in or using the Services at your own free will and decision. You acknowledge that Co-Operate At Sunset does not have any liability with respect to your access, participation in, use of the Services, or any loss of information or property resulting from such participation or use.
DISCLAIMER OF WARRANTIES
To the maximum extent permitted by applicable law, Co-Operate At Sunset provides the services “as is” and with all faults, and hereby disclaim 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, 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.
EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES
To the maximum extent permitted by applicable law, in no event shall Co-Operate At Sunset 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, jointly or 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 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 of the services, the provision of or failure to provide 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 Co-Operate At Sunset, and even if Co-Operate At Sunset has been advised of the possibility of such damages.
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 Co-Operate At Sunset 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 TOS 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 dollars (USD $10.00). The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
TERMINATION
Co-Operate At Sunset reserves the right to terminate any Service at any time. Co-Operate At Sunset 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 TOS.
Office and Dedicated Desk members shall terminate their Service by providing Co-Operate At Sunset a written communication of their intent to terminate and at least 30 days notice. All other Members may terminate at any time with a written communication of their intent to terminate. Any membership fees previously paid, but not used, will not be refunded.
INDEMNIFICATION
You release, and hereby agree to indemnify, defend and save harmless Co-Operate At Sunset and Co-Operate At Sunset’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 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, you shall be liable for any attorneys’ fees and costs incurred by Co-Operate At Sunset’s or its respective officers and agents in connection with the defense of such claim or lawsuit.
SEVERABILITY
In the event that any provision or portion of this TOS is determined invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this TOS shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.
INSURANCE
Co-Operate At Sunset will carry General Liability insurance for Co-Operate At Sunset’s own property in the space. As a user, it is strongly suggested that you carry a Renters Insurance policy to cover your own equipment while using the space. Co-Operate At Sunset is not responsible for theft of or damage to any of your personal property for any reason. It is strongly recommended that you use cable lock systems on any electronic devices left at Co-Operate At Sunset.
CONSENT FOR PHOTOGRAPHY/VIDEO CONSENT FOR MEDIA RELEASE & PROMOTIONAL USE
Member hereby grants permission to Co-Operate At Sunset, its employees, interns, or representatives to take and use photography/digital images, video, recorded audio or quoted remarks of member for use by Co-Operate At Sunset in promotional or educational materials. These materials might include but are not limited to electronic publications, printed publications, the Co-Operate At Sunset website, Facebook, Instagram, and LinkedIn accounts, or other electronic or print communications. Member further agrees that his/her name and identity may be revealed in descriptive text or commentary in connection with the image(s) published. Member also agrees that the media may contact member regarding his/her involvement with Co-Operate At Sunset.
Member authorizes the use of these materials indefinitely without compensation. All prints, digital reproductions, video, and audio recordings shall be the property of Co-Operate At Sunset. Materials are to be used in a promotional context unless otherwise specified in the communications with the member featured in the media.
HARASSMENT
Co-Operate@Sunset is dedicated to providing a harassment-free experience for everyone, regardless of gender, gender identity and expression, sexual orientation, disability, physical appearance, body size, race, age or religion. Co-Operate@Sunset is committed to ensuring that the coworking space environment is free from discrimination and harassment, and that any discrimination and harassment will not be tolerated under any circumstances.
If a Member engages in harassing behavior, the Co-Operate@Sunset’s Community Manager may take any action they deem appropriate, including warning the offender or expulsion from the space with no refund. If you are being harassed, notice that someone else is being harassed, or have any other concerns; please immediately contact the Co-Operate@Sunset’s Community Manager and write a detailed account of the situation.
ALCOHOLIC BEVERAGES
Co-Operate@Sunset does not permit consumption of Alcoholic Beverages in the coworking space. Independent consumption of alcohol is not allowed, and in a case, a member is found to be consuming alcohol or in an inebriated stage, Co-Operate@Sunset will remove the member from the premises and can in desperate circumstances even cancel membership.
While at a mixer, party and/or event that is organized, there may be alcoholic beverages served. Before a mixer, party, and/or event is organized or planned, a request needs to be submitted through the Co-Operate@Sunset’s Community Manager for approval and to ensure there are no scheduling conflicts. A list will be provided with approved caterers and bartending services for the Member to select from.
***
By continuing on, you hereby acknowledge that you have read and understood all of the terms and conditions contained in this TOS and further agree to be bound to the TOS regarding your participation in and use of the Services.
No Lease
YOU ACKNOWLEDGE THAT THIS AGREEMENT IS NOT A LEASE OR ANY OTHER INTEREST IN REAL PROPERTY. IT IS A CONTRACTUAL ARRANGEMENT. The parties do not intend to create a lease or any other interest in real property for the benefit of Company/Member through this Agreement. Co-Operate At Sunset retains legal possession and control of the Space assigned to Company/Member. Co-Operate At Sunset’s obligation to provide work and/or meeting space and services to Company/Member is subject, in all respects, to the terms of Co-Operate At Sunset’s lease with the Co-Operate At Sunset’s landlord, if applicable. This Agreement granted hereunder shall terminate simultaneously with the termination of the Co-Operate At Sunset’s master lease or the termination of the operation of Co-Operate At Sunset for any reason at no cost or penalty to Co-Operate At Sunset. You do not have any rights under Co-Operate At Sunset’s lease with its landlord, if applicable. When this Agreement expires or is earlier terminated, your agreement to occupy the Space shall automatically be revoked. You agree to remove your personal property and leave the Space as of the date of such expiration or termination. Co-Operate At Sunset is not responsible for your personal property left in the Space after expiration or termination. If you fail to remove your personal property, at Co-Operate At Sunset’s option, such personal property shall (a) be deemed conveyed to the Host and shall become the property of the Host, or (b) be removed from the Space by the Host at the Guest’s expense.
No Broker
You represent that you have dealt with no broker in connection with this Agreement. You agree to indemnify, defend and hold the Host harmless from any claims of any brokers claiming to have represented you in connection with this Agreement.