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Legal Agreement: Terms of Service
Acceptance of Terms
Your membership agreement, and the services provided by UNOVA, LLC (“UNOVA”), are subject to the following Terms and Conditions (“T&C”). UNOVA reserves the right to update the T&C at any time without notice to you. The UNOVA membership application does not create a tenancy, but a prepaid usage license to use the provided amenities on a monthly or casual basis.
Description of Services
UNOVA may provide you with access to office space, workstations, internet services, office equipment, conference space, knowledge resources, kitchen area, and other services (collectively, “Services”). The Services at all times are subject to the T&C.
No Unlawful or Prohibited Use
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 of UNOVA’s facilities, 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 UNOVA 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, nor should you post or download files that you know or should know are illegal, or to which you have no rights. 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 the T&C, 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.
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 messages (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 UNOVA servers;
○ Upload, or otherwise make available, file(s) that contain images, photographs, software, or other material protected by intellectual property laws, including but not limited to, 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, candlebots, corrupted files, or any other similar software or programs that may damage the operation of another computer or property of another coworker;
○ Download any file that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and or/distributed in such manner;
○ Restrict or inhibit any other user from using and enjoying the Services;
○ Violate any code of conduct or other guidelines which may be applicable for any particular Service (including the House Rules – provided at membership enrollment);
○ Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party;
○ Violate any applicable laws or regulations; or
○ Create a false identity for the purpose of misleading others.
Renewals and Terminations
Your membership is automatically renewed at the end of each period with consent of each party. The T&C must be adhered to at all times. Failure to follow T&C can result in non-renewal or even early termination of the usage license. UNOVA reserves the right to terminate any Services at any time, immediately and without notice, if you fail to comply with the T&C. This includes non-payment or violation of the space rules. If this happens, UNOVA will refund any amounts paid for unused periods that remain after deducting any pending charges, on a prorata basis. Members may terminate their membership by giving written notice of termination as established in this membership agreement. Membership shall terminate 30 days from the receipt of termination notice. Should you not provide timely notice of termination to UNOVA, then the membership period shall continue to the end of the following calendar month and the service fees for that calendar month, shall be payable.
Invoicing and Payment
You will be invoiced in advance, monthly, based on their membership option. Payment is required at the beginning of each month for the ensuing month, at the date specified in the invoice. A second invoice will be issued at the end of each month and will include any variable and consumable charges, such as printing, copying, conference room rental, and mail services that may have been incurred during the previous billing period. Payment for variable charges will be paid within 30 days of second invoice unless other arrangements have been made with UNOVA. UNOVA reserves the right to restrict access to variable and consumable services for accounts with outstanding balances.
Obligation to Law
By using the Services provided by UNOVA, you hereby agree to comply with any and all applicable laws, regulations, and legal and governmental requirements. You also agree to edit, refuse to post, or remove any information or materials if directed to do so by UNOVA.
You acknowledge and agree that during your participation in and/or use of the Services you may be exposed to Confidential Information (“CI”). CI shall mean all information, in whole or in part, that is disclosed by UNOVA or any participant of the Services or any employee affiliate, or agent thereof that is non-public, confidential, or proprietary in nature. CI also includes, without limitation, information about business, sales, operations, know-how, trade secrets, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems, and/or books and records of UNOVA, any analyses, compilations, studies, or other documents prepared by UNOVA, or otherwise derived in any manner from the CI that you are obliged to keep confidential, or know or have reason to know should be treated as confidential. Your participation in and/or use of the Services obligates you to: maintain all CI in strict confidence; not disclose CI to any third parties; and not use the CI in any way directly or indirectly determined to be that of UNOVA or any participant or user of the Services.
All CI remains the sole and exclusive property of UNOVA or the respective disclosing party. You acknowledge and agree that nothing in these T&C or your participation or use of the Services will be construed as granting any rights to you, by license or otherwise, to any CI or any patent, copyright, or other intellectual property, proprietary right of UNOVA, or any participant or user of the Services.
Participation in and/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 UNOVA 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.
Disclaimer of Warranties
To the maximum extent permitted by the applicable law, UNOVA provides the Services ‘as is’ and with any or all faults, and hereby disclaim with respect to the Services all warranties and conditions, whether express, implied, or statutory, including, but not limited 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 arising out of participation in and/or the use of the Services remains with you.
Exclusion of Incidental, Consequential and Certain Other Damages
To the maximum extent permitted by the applicable law, in no event shall UNOVA 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 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 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 and/or use of the Services, the provision of or failure to provide Services, or otherwise under or in connection with any provision of this membership agreement, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of UNOVA, and even if UNOVA 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, but not limited to, all damages referenced above and all direct or general damages), UNOVA 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 these T&C shall not be held liable for actual damages incurred by you. The foregoing limitations, exclusions, and disclaimers, including the previous sections, shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
You shall, during and after the participation in and/or use of the Services, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding UNOVA, or any of the UNOVA officers, directors, employees, members, personnel, agents, policies, services, or products, other than to comply with law.
You release, and hereby agree to indemnify, defend, and hold harmless, UNOVA and 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 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/or fraud in connection with the participation in and/or use of the Services. You further agree in the event that you bring a claim or lawsuit in violation of this membership agreement, you shall be liable for any attorney fees and costs incurred by UNOVA or its respective officers and agents in connection with the defense of such claim or lawsuit.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNOVA SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF UNOVA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICES; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (E) ANY OTHER MATTER RELATING TO THE SERVICE.
In the event that any provision or portion of these T&C is determined to be invalid, illegal, or unenforceable for any reason, in whole or in part, the remaining provisions of these T&C shall be unaffected thereby, and shall remain in full force and effect to the fullest extent permitted by applicable law.
UNOVA carries Business Property insurance. As a user of the coworking space, it is your responsibility to carry your own Renters Insurance policy that covers your equipment while occupying our space. UNOVA is under no obligation to carry insurance that covers your lost, stolen, or damaged goods as a result of your use of Services provided. Please provide UNOVA with a copy of your policy for reference.
Relationship of the Parties
The relationship between the parties is that of independent contractors. Nothing contained in this membership agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
You shall not assign or otherwise transfer any of your rights, or delegate or otherwise transfer any of your obligations or performance, under this membership agreement without UNOVA’s prior written consent.
Governing Law; Submission to Jurisdiction
This membership agreement is governed by, and construed in accordance with, the internal laws of New York State without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of New York State. Any legal suit, action, or proceeding arising out of, or related to, this membership agreement, or the licenses granted hereunder, will be instituted exclusively in the federal or state court jurisdiction in Springville, New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.