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Legal Agreement: Terms of Service

Colorado Springs Coworking, LLC, dba Epicentral (“Epicentral”) hereby grants you (“Primary Member/Member”) access to its facilities located at 415 N. Tejon Street, Colorado Springs, Colorado 80903 and any other facilities it may, in the future, own and operate under as a coworking space (“Facilities”) and limited license to make use of any additional services provided to members of Epicentral (“Services”) under the following terms and conditions.

Terms & Conditions of Membership

1. Acceptance of Terms.

1.a. Member acknowledges, accepts and agrees to abide by all of the Terms & Conditions of Membership (“Terms”) outlined in this Agreement, any subsequent changes made thereto by Epicentral, as well as any other community standards or requirements for continued membership in or use of the Facilities and/or Services that may be established by Epicentral.  Epicentral reserves the right to change or update the Terms and any other conditions or requirements for continued membership in or use of the Facilities and/or Services at any time, with or without notice to the members.

1.b. Primary Member as shown in the signature page of this Agreement will be responsible for all payments, points of communication, performance of this Agreement, and conduct of all Members in Primary Member’s account.

2. Access to Facilities.

2.a. Member will be granted access to 415 N. Tejon Street, Colorado Springs, Colorado 80903 ("Facilities").  Access shall constitute a limited license to enter and use the Facilities for lawful business purposes under the Terms of this Agreement.  Nothing in this Agreement shall constitute or be construed as a real property interest of any kind, including a sublease or assignment of any particular space (except that Members paying for private offices and dedicated desks shall have the right to use such offices and/or desks on a month to month basis) within the Facilities.  Each member will be issued an individual fob and access code, and a single office key (if applicable).

3. Additional Services / Benefits of Membership.

3.a. Epicentral may, but shall in no way be obligated to, provide members with the following additional services (“Services”) as a benefit of membership.  These Services shall, at all times, be subject to the Terms of this Agreement and may be supplemented, modified, suspended or eliminated at any time, in Epicentral’s sole discretion, with or without notice to Member.

3.b. Use of Desk Space
Member will be entitled to use available desk space in any common area within the Facilities on a first-come, first-served basis.  Member will not be guaranteed any particular desk, space or location within the Facilities, unless such arrangements have been made between Member and Epicentral, and those arrangements are committed to writing and signed by Member and Epicentral.  Epicentral may, in its sole discretion, move any desk and/or reconfigure any space within the Facilities. Member may not move or reconfigure any desks or other furniture within the Facilities at any time, nor may Member install any temporary or permanent partitions or otherwise modify any space within the Facilities without express prior written permission from Epicentral.

3.c. Arrangements for Dedicated Desks and/or Private Offices

  1. All arrangements must be committed in writing between the Primary Member and Epicentral. Details of a specific assigned Desk or Office (including the monthly fee, number of memberships included in an office, Office number) will be outlined in the Primary Member’s recurring Invoice or Sales Receipt in Epicentral's accounting system.
  2. Members must conduct a walk through of their office with Epicentral before moving into any assigned office(s) in order to make note of any pre-existing damages. Failure to conduct a walk through before moving in shall be deemed member’s acceptance of the space without any right to assert pre-existing damages. Epicentral allows office Members the following office modifications: 1. Furnishing the office with personal furniture and decor (i.e. rugs, lamps). 2. Wall hangings (pictures, work boards).
  3. In modifying the office in any way, Member takes on the full responsibility and cost associated with modifications. Member must return the office to its original state (as indicated in the walk through with Epicentral) by the last day of occupancy, which includes, but is not limited to: 1. Leaving the office clean and free of personal items; 2. Patching holes, sanding, and painting (paint will be provided by Epicentral); 3. Making any necessary repairs to walls, furniture, etc. and repairing any damages Member may have caused to the office; 4. Cleaning walls and floors of marks.
  4. Member must conduct a move-out walk through with Epicentral and identify any charges Member may be assessed. Failure to meet any of the above specifications may result in Member agreeing to pay for any damages caused to the Facilities and, without conducting a walk through with Epicentral, will accept any such damages as assessed by Epicentral without any right to challenge or question such damages.

3.d. Internet Access.
Member will have unlimited use of the Facilities’ wireless internet network, subject to the Terms of this Agreement.

3.e. Copier, Scanner, Printer, and Other Office Equipment.
Member may be permitted to use certain copying, scanning, printing and other equipment and/or services at Epicentral’s sole discretion. Access to and use of such equipment and/or services may be subject to additional fees or costs to be paid by Primary Member.

3.f. Mailing Address.
Member will have full use of Epicentral’s mailing address for letters and small packages delivered by the United State Postal Service, as well as private carriers.  All mail and other packages will be delivered to one central external mailbox at the Facilities. Epicentral will make a reasonable effort to ensure all letters/packages delivered to a Member at the Facilities mailbox are ultimately delivered to their intended recipient.  However, Epicentral assumes absolutely no responsibility for any lost letters, packages, or shipments that go undelivered or are otherwise not received by the intended recipient. Member authorizes Epicentral to receive mail on Member’s behalf, remove mail from the Facilities’ external mailbox, and if necessary, receive and/or sign for packages from time to time that are addressed to Member.

3.g. Common Areas.  
Member will generally have unrestricted access to the Facilities’ shared common areas, subject to availability and the Terms of this Agreement.

3.h. Conference Rooms.
Epicentral conference rooms are not a common area within the Facilities.  Epicentral may limit the number of times a member may make use of the conference room per month.  In order to accommodate other members, the conference room should be reserved at least twenty-four (24) hours prior to making use of this space.  

3.i. Storage.
Epicentral is not responsible for any items left unattended for any period of time by Member, or any guest of Member, anywhere within the Facilities.  A personal storage locker may be made available to Member for an additional monthly fee.

3.j. Parking.
Member may choose to reserve access to a parking space for an additional monthly fee.  Any vehicle parked in any Epicentral parking space(s) without permission (i.e., without executing a signed parking agreement and paying the additional monthly fee) will be towed, without warning, at the vehicle owner’s expense. In the event Member has paid for a parking space and none is available, Member should notify Epicentral promptly. Because the Epicentral parking lot is an open lot, unauthorized parking may occur. Epicentral owes Member no duty and has no obligation to guarantee parking for Member, but will use its best efforts to keep unauthorized vehicles out of the parking lot and will take reasonable action to have unauthorized vehicles removed when given notice of unauthorized vehicles in the lot.

3.k. Guest Policy
Members receive one guest pass per month. Guest passes do not roll over from previous months and are not transferable to other members. Members MUST be present to receive guests and may not leave guests unattended in the coworking space. Additional guest passes may be purchased for use during the month

3.l. No Unlawful or Prohibited Use.

    1. As a condition of Member’s use of the Epicentral Facilities and Services, Member agrees that he/she will not use the Facilities or Services for any purpose that violates any local, state, or federal laws, rules or regulations or expressly or implicitly prohibited by the Terms of this Agreement and/or any notices or requirements for continued membership or use of the Facilities that may be established by Epicentral.  Member specifically agrees that when using the Facilities and/or Services provided by Epicentral, he/she will not:
    2. Allow entry of non-members or other unauthorized individuals to the Facilities;
    3. Allow non-members or other unauthorized individuals to make use of the Services;
    4. Restrict or inhibit any other member or guest from using and enjoying the Facilities and/or Services;
    5. Violate any code of conduct of other guidelines that may be established by Epicentral or may otherwise be applicable for any particular Service(s);
    6. Disturb others’ work environment through the excessive ringing or use of a cell phone;
    7. Disturb others’ work environment by playing music other than through personal headsets set at a volume the does not disturb others;
    8. Compromise the Facilities’ security or the security of the spaces therein and ensure that all reasonable measures are taken to safeguard the Facilities, its occupants and the occupants’ possessions (i.e., do not bypass security locks, prop doors, or lend others your access codes and/or cards);
    9. Cause any damage to the Facilities, network, infrastructure or any Epicentral property (should Member or guest of Member cause any damage the Facilities, network, infrastructure or any Epicentral property, Member will be solely responsible for the cost of any repair or replacement);
    10. Smoke, consume non-prescription controlled substances, use alcohol excessively or carry a firearm on, into or around the Facilities;
    11. Bring or allow pets into the Facilities
    12. Sleep overnight at the Facilities;
    13. Use the Facilities or Services in connection with contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited message (commercial or otherwise);
    14. Defame, abuse, harass, stalk, threaten or otherwise violate the legal or civil rights (such as rights of privacy and publicity) of others;
    15. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through Epicentral’s Services;
    16. 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 rights of privacy / publicity) unless you own or control the rights thereto or have received all necessary consent to do the same;
    17. 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;
    18. 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;
    19. Download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;
    20. Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party;
    21. Violate any applicable local, state, or federal laws, rules, or regulations; and
    22. Create a false identity for the purpose of misleading others.

4. Epicentral Handbook

4.a. Member agrees to read the Epicentral Handbook and will abide by the community standards outlined in the Handbook. An electronic and/or print copy of the Handbook will be made available to the Member.

4.b. Members violation of community standards outlined in the Handbook may be basis for termination of the Agreement in Epicentral’s sole discretion.

5. Fees & Payment.

5.a. Monthly Membership Fee.
Primary Member will be charged in accordance to their payment agreement (the details of which are located in the Primary Member’s recurring Invoice or Sales Receipt in Epicentral's accounting system) on the first day of each month for the term of this Agreement and any subsequent renewals thereof. This amount grants Member(s) access to the Facilities as described in this Agreement and includes all of the additional membership benefits described herein, subject to the Terms of the Agreement. Additional memberships may be added to this agreement with additional cost according to the price of an individual membership based on Epicentral’s membership pricing.

5.b. Payment.
Primary Member hereby expressly authorizes Epicentral to monthly withdraw funds from the bank account (or a preferred payment method) on file for all billed charges due and owing on Primary Members’s account. This Agreement is expressly contingent on Primary Member maintaining an active bank account (or preferred payment method) on file with Epicentral. Failure to maintain an active account with Epicentral shall result in this Agreement terminating and Primary Member being immediately responsible for payment of all outstanding charges due. 

  1. All payments to Epicentral should be made electronically through the Epicentral accounting system payment terminal.
  2. Primary Member shall secure payment with an ACH (or other automatic bank account transaction or preferred payment method) authorization with Epicentral and agrees that, in the event payment is not made on the date due through Epicentral’s payment processing system, Epicentral is authorized to initiate a transaction and withdraw all amounts due on Member’s account from the bank account on file.
  3. In the event there is any unrepaired damage for which Member is responsible on move out from Epicentral, Primary Member expressly agrees that funds may be withdrawn from the bank account on file for the costs of the damage and necessary repairs. 

5.c. Membership Fee.
Upon Member’s first registration with Epicentral, Epicentral will charge a sign up fee. Multiple sign up fees may be charged if there is a break in Member’s continuous membership with Epicentral. 

6. Term, Renewal & Termination of this Agreement.

6.a. Term & Renewal.

      1. The term of this Agreement will be month-to-month. It will be effective from the date of execution and shall automatically renew on the first (1st) day of the following month. Invoices are due on receipt and if not paid by the fifth (5th) day of the month are subject to a 10% late fee.
      2. Should Member wish to make any changes to their membership, they must provide written notice to Epicentral by the 15th of the month prior to the month which changes shall be made effective. Changes include but are not limited to: 1. Decrease in membership level 2. Increase in membership level 3. Moving to/from a dedicated desk(s) 4. Moving to/from an office(s) 5. Placing a membership on hold 6. Terminating membership
      3. Members with offices understand that any changes in Members who access the office must be requested in prior written notice to Epicentral and is subject to Epicentral’s prior approval. Each Member must be issued their own fob and access code. No two Members may use the same fob or access code.

7. Events at Facilities.

7.a. From time to time, Epicentral may host member and/or non-member events at the Facilities. Such events may occupy a portion or all of the space within the Facilities. Member acknowledges and accepts that events may take place at the Epicentral Facilities that could temporarily disrupt Member’s ability to conduct business at the Facilities. Member understands that he/she will not be entitled to any financial credit, refund or other remuneration due to any disruption that may be caused by Epicentral hosting an event or allowing an event to be held at the Facilities.

8. Right to Relocate.

8.a. Epicentral reserves the right to change or modify the space that constitutes the Facilities at any time and for any reason without consulting Member. This includes, but shall not be limited to, relocating the Facilities entirely and/or providing Member access to different, but comparable Facilities operated by Epicentral. Under such circumstances, Member may elect to terminate his/her Agreement with Epicentral according to the Terms of this Agreement. However, if Member does not elect to terminate the Agreement, this Agreement shall remain in full force and effect through and following Epicentral’s relocation.

9. Publicity Waiver.

9.a. Member grants Epicentral permission to use and publicize Member’s name and/or company name to advertise or promote Epicentral’s Facilities and attendant business interests. Such promotion may include, but may not be limited to: listing Member’s name and/or company name on a printed or electronic membership directory; referencing Member or Member’s company on the Epicentral website or any other site, including Facebook®, Twitter®, etc. Member also agrees that, upon an individual request by Epicentral, Member will not unreasonably withhold permission for Epicentral to use Member’s image, likeness, and/or voice in the form of photographs/digital images, video, and/or recorded audio or quoted remarks in promotional or educational materials produced and distributed by Epicentral. Member agrees that his/her name and identity may be revealed in descriptive text or commentary in connection with any such publication. Member authorizes Epicentral to use any of the materials referenced herein, and any other similar materials, indefinitely without compensation to Member. All prints, digital reproductions, video, and audio recordings shall at all times remain the exclusive property of Epicentral. Epicentral will always make a reasonable effort to contact Member to request the use of any of the materials described above, and will openly disclose to Member the manner in which the materials are intended to be used.

10. Confidentiality.

10.a. Epicentral is an open office environment. Member acknowledges, accepts and agrees that Epicentral shall have no liability for Member’s loss or disclosure of private, secret, classified, privileged or otherwise confidential information during the course of their use of the Epicentral Services and/or Facilities. Further, Member agrees to keep confidential and refrain from using, for any purpose, any other members’ or guests’ information that they may be exposed to when using the Epicentral Facilities and/or Services. All private, secret, classified, privileged or otherwise confidential information remains the sole and exclusive property the rightful owner of such information.

11. No Right of Privacy.

11.a. For safety and security purposes, Epicentral’s Facilities is monitored by twenty-four (24) hour video surveillance. Because Epicentral recognizes the importance of balancing members’ desire for privacy with the need to ensure the safety and security of Epicentral members and guests, as well as Epicentral property, Epicentral has sought to design and maintain a video surveillance system that is as minimally intrusive as practicable. Epicentral reserves the right to disclose any information about anyone using its Facilities and/or Services as may be necessary to satisfy applicable law, regulation, legal process or governmental request.

12. Anti-Harassment Policy.

12.a. Epicentral is committed in all areas to providing a work environment that is free from harassment. Harassment based upon an individual's race, creed, color, ethnicity, national origin, religion, sex, sexual orientation, gender expression, gender identity, age, height, weight, disability status, veteran status, military obligations, marital status or any legally protected characteristics will not be tolerated.

13. Disclaimer of Warranties.

13.a. To the maximum extent permitted by law, Epicentral provides its Services and Facilities “as is” and with all faults, and hereby disclaims 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 membership and/or use of the Facilities or Services, remains with the Member.

14. Limitation of Liability and Remedies.

14.a. Notwithstanding any damages that Member may incur for any reason whatsoever (including, without limitation, all direct or general damages), the entire liability of Epicentral, and its past, present and future owners, members, managers, officers, agents, representatives, employees, successors and assigns under the Terms of this Agreement shall be limited to ten dollars ($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. Member is, at all times, solely responsible for his/her own belongings and actions, as well as the belongings and actions of any guests that Member brings onto the property or into the Facilities. Epicentral is not responsible for any loss, theft or damage of any kind, whether to tangible personal property, intellectual property, reputation or anything else of value to Member or Member’s guest(s).

15. Exclusion of Incidental, Consequential and Certain Other Damages.

15.a. To the maximum extent permitted by law, in no event shall Epicentral or its past, present or future owners, members, managers, agents, 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) arising out of or in any way related to Member’s membership in or inability to participate in or use of Epicentral’s Facilities or 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 Epicentral, and even if Epicentral has been advised of the possibility of such damages.

16. Non-Disparagement.

16.a. Member shall, during the membership in and/or use of the Epicentral Facilities or Services, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding Epicentral, or any of Epicentral's owners, members, managers, employees, personnel, agents, policies, services or products, other than to comply with law.

17. Indemnification.

17.a. Member agrees to release, indemnify, defend and hold harmless Epicentral and any of Epicentral's partners, sponsors or affiliates, as well as the past, present and future owners, members, managers, agents, representatives, employees, successors and assigns of the same, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties based upon or arising out of Member’s negligent actions, errors and omissions, willful misconduct and fraud in connection with the participation in or use of the Facilities or Services. Member further agrees in the event that Member brings a claim or lawsuit in violation of this Agreement, Member shall be liable for any and all attorneys’ fees and costs incurred by Epicentral or its respective members, managers, employees, agents or representatives in connection with the defense of such claim or lawsuit.

18. Severability.

18.a. 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 the Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.

19. Insurance.

19.a. Epicentral will carry Liability and Business Personal Property insurance. It is strongly encouraged that each Member carries an appropriate insurance policy as well to cover Member’s own property that may be brought into the Epicentral Facilities.

20. Changes to the Agreement.

20.a. Epicentral reserves the right to make changes to this Agreement and/or the Terms outlined herein at any time. Notice of such changes will be provided to Member in advance of such changes taking effect.

21. Dispute Resolution.

21.a. In the event of any controversy between the parties involving the construction or application of any of the Terms of this Agreement, the parties first shall use their best efforts to resolve such controversy by exchanging relevant information and negotiating in good faith. If the parties cannot resolve such controversy, either party may submit the issue to binding arbitration. The costs of such arbitration, including the costs of the arbitrator and of preparation and presentation of the case (including reasonable attorneys’ fees), shall be borne by the losing party, if both parties are found by the arbitrator to have some liability in the case, then by the parties in the proportion that such liability is determined to exist.

22. Transferability / Successors & Assigns.

22.a. This Agreement may not be transferred, assigned or conveyed by Member without the express written consent of Epicentral. This Agreement shall inure to the benefit of and be binding upon any successor or assign of Epicentral.

23. Severability & Waiver.

23.a. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. However, if any provision(s) of this Agreement, or the application of any provision(s) to any party or under any circumstance is deemed invalid, such provision shall be deemed invalid without invalidating the remainder of the provisions of this Agreement or the application of such provision(s) to the other parties or other circumstances. The waiver of any right or breach of any term or condition of this Agreement shall not be deemed to constitute the waiver of any other right or breach of the same or any other term or condition of this Agreement.

24. Entire Agreement.

24.a. This writing, including any and all addendums attached hereto and all documents referenced herein, contains the entire Agreement between Epicentral and Member. To the extent there is any inconsistency between this Agreement and any addendums or documents referenced in this Agreement, this Agreement shall control. The Agreement shall not be changed, supplemented, modified or amended in any manner except by an instrument in writing properly executed by both parties. The parties hereby agree that all agreements executed prior to the date of this Agreement, whether written or oral, relating to Member’s relationship with Epicentral are fully abrogated and have no further force or effect from and after the date of this Agreement. 

Epicentral at The Carlton

RULES AND REGULATIONS

1. No sign, advertisement or notice shall be inscribed, painted or affixed on any part of the outside or inside of Building, including doors and windows except on the front door of the Premises and on the directory board, and then only of such color, size, style and material as shall be first consented to by the Landlord in writing. The Landlord reserves the right to remove all other signs and showcases without notice to the Tenant, at the expense of the Tenant. At the expiration of the term Tenant is to remove all Tenant signs from doors and directory board.

2. Tenant shall not use the name of the Building for any purpose, other than that of the business address of Tenant, and shall not use any picture or likeness of the Building in any circulars, notices, advertisements or correspondence other than as part of the location or address of Tenant, or shall Tenant advertise its business or profession in any manner that violates the code of ethics adopted by any recognized association or organization pertaining to such business or profession.

3. The sidewalks, halls, passages, elevators, and stairways shall not be obstructed by any of the tenants or used for any other purpose than for ingress or egress from their respective Premises. Tenant shall not obstruct in any manner the sidewalks, entrances, passages, corridors, vestibules, halls and stairways in or about the Building, nor shall Tenant place objects against glass partitions, doors or windows which would be unsightly from the Building’s corridors, or from the exterior of the Building. The halls, passages, elevators, stairways, balconies, and roof are not for use of the general public, and Landlord shall in all cases, retain the right to control and prevent access thereto of all persons whose presence, in the judgment of the Landlord shall be prejudicial to the safety, character, reputation, and interests of the Building and its tenants, provided that nothing herein contained shall be construed to prevent such access to person with whom Tenant normally deals in the ordinary course of its business unless such persons are engaged in illegal activities. No tenant and no employee of any tenant shall go upon the Building rood without written consent of Landlord.

4. Tenant shall not do or permit anything to be done in the Premises or bring or keep therein any thing which shall in any way increase the rate of fire insurance on the Building, or on the property kept therein, or obstruct or interfere with the rights of other tenants, or in any way injure or annoy them; or conflict with the regulations of the fire department, fire laws, or building code, or with any insurance policy upon the Building, or any part thereof, or with any rules or ordinances established by the Board of Health or other governmental authority.

5. No carpet, run, or other article shall be hung or shaken out of any window of the Building and no tenant shall sweep, throw, or permit to be swept or thrown from the Premises any dirt or other substances into any of the corridors, halls, elevators, stairwells, or out the doors or windows or stairways of the Building. Tenant shall not use, keep, or permit to be used or kept any foul or noxious gas or substance in the Premises or permit or suffer the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Building by reason of noise, odor, and/or vibrations, or interfere in any way with other tenants or those having business therein.