This Agreement is made between you (hereinafter referred to as “Member”) and CoWork Oberlin (hereinafter referred to as “CWO”).
WHEREAS CWO facilitates the development and growth of small business by developing and managing a coworking program at 235 Artino Street, Oberlin, OH 44074; and
WHEREAS Member desires to utilize CWO’s coworking program under the terms of this Agreement;
NOW, THEREFORE, in consideration of the terms and conditions herein, Member and CWO (hereinafter collectively referred to as the “Parties”) agree as follows. CWO agrees to provide the Member with the Services (defined below), subject to these Terms and Conditions. By signing this Agreement, the Member agrees to be bound by these Terms and Conditions. CWO reserves the right to amend, modify and update these Terms and Conditions at any time without notice to the Member, but will endeavor to provide the Member with notice of any such change. Member can request a copy of the most current Terms and Conditions at any time upon making a written request to CWO. Member accepts that this Agreement creates no tenancy interest, leasehold estate or other real property interest in Member’s favor with respect to the Premises (defined below), and in no way shall be construed as to grant Member title, easement, lien, possession or related rights in CWO business, that portion of the building leased to CWO at 235 Artino Street, Oberlin, OH 44074 (the “Premises”) or anything contained in the Premises. This Agreement solely provides Member with a prepaid membership (“Membership”) to use the Services (defined below) during the Term (defined below) This Agreement does not create a fiduciary or agency relationship, partnership, or joint venture between CWO and Member.
PROVIDING THE SERVICES
Description of Member Services. Subject to the terms and conditions of this Agreement, CWO will provide the Member during the Term (defined below), with the following (collectively, the “Services”):
Non-exclusive access to common areas of the Premises in order to access the desk(s) and office space which are part of the Membership. CWO reserves the right to change the location, at any time and in CWO’s sole discretion, of any desk which is provided with the Membership, provided, however, that CWO shall provide fifteen (15) days’ notice to any Member with a Private Office Membership prior to changing the location of any desk. CWO reserves the right to place a limit on the number of guests Member is permitted to invite onto the Premises at any one time, in its sole discretion. If the type of Membership selected is “Special Offer,” CWO reserves the right to impose additional terms and conditions depending on the specific details of Member’s proposed use and the Services to be provided.
Opportunity to participate in CWO-sponsored events (as applicable, and which may be at an additional cost).
Use of shared internet Wi-Fi connection. Wi-Fi interruptions, if they occur, will be handled in a commercially reasonable manner. CWO is not responsible for any data, business or other losses as a result of such interruptions. Member is responsible to protect its own computer and data from electrical surges, theft, virus or other malicious attack. Member agrees not to resell any aspect of the wireless access, whether for profit or otherwise, share its IP address or ISP internet connection with anyone, or to authorize any other individual or entity to use the internet. Member is not entitled to a refund of any Fees paid hereunder if the internet is not available for any reason.
Regular maintenance of the Premises, provided that CWO will not be responsible for damage exceeding normal wear and tear. Member is responsible for any damage that it causes. User support with respect to any equipment, facilities or Services offered hereunder (if any) shall be provided by CWO, or its designated third party, at CWO sole discretion.
Use of conference rooms, subject to availability, may be scheduled using Member’s electronic account. CWO reserves the right to modify Member’s conference room bookings and locations with prior notice. Access to any conference rooms or shared use spaces must be reserved. Conference rooms can be booked for one hour at a time, and “squatting” will not be permitted and may constitute a default. Conference rooms are for meetings with customers, teammates, and clients. If Member wants to hold an event at the Premises, it must provide at least forty-eight (48) hours’ notice and obtain CWO prior written permission to host an event on the Premises. Member shall clean up after using a conference room or shared space. If Member re-arranges the furniture in the conference room, Member shall return it to the original set-up when finished.
Participation in or Use of Services. CWO does not have any liability with respect to Member’s access, participation in, use of the Services, or any loss of information resulting from such participation or use. CWO may, at any time, reasonably restrict Member’s right to access the Premises or otherwise put reasonable restrictions or limitations on the normal hours of operation of the Premises, at CWO’s sole and absolute discretion.
Access to the Premises. All Members shall have access to the Premises from Monday through Friday from 7:00 A.M. to 11:00 P.M. Access for “1 Day Pass” holders is subject to CWO staff availability. If the Membership is designated as “Private Office Membership,” then the Member shall have access to the Premise 24 hours a day, 7 days a week. CWO shall have the right to modify Member’s access to the Premises in its sole discretion.
Priority of Use. CWO will make every effort to accommodate Member’s scheduling needs in the use of its facilities. However, in the event of a conflict arising between Member and another person in the use of its facilities, the priority will go to the first person who properly schedules the use. Member will not be entitled to any recourse or damages of any kind whatsoever against CWO, any Licensor Parties (defined below) or any person in the event Member is unable to use CWO’s facilities at the date and time desired.
MEMBER EXPRESSLY ACKNOWLEDGES AND AGREES THAT CWO MAKES NO REPRESENTATION OR WARRANTY AS TO THE LEVEL, QUALITY OR AVAILABILITY OF ANY OF THE SERVICES, WHICH MAY BE MODIFIED BY CWO AT ANY TIME AND IN ITS SOLE DISCRETION. INDIVIDUALS WHO OBTAIN A MEMBERSHIP AT ANY LEVEL ARE NOT GUARANTEED AVAILABILITY OF SERVICES, AND UTILIZATION OF ANY RESERVATION SYSTEM PROVIDED BY CWO TO RESERVE A MEMBERSHIP MAY RESULT IN OVERBOOKING AND WILL NOT GUARANTEE AVAILABILITY. MEMBER’S SOLE RIGHT IN THE EVENT THAT SERVICES ARE UNAVAILABLE IS TO TERMINATE THIS AGREEMENT PURSUANT TO THE TERMS IN SECTION 4 BELOW.
FEES AND PAYMENTS.
Payment. Member shall make all payments when due. All payments shall be made in U.S. dollars and may be made via credit card or check. Any payment due from Member under this Agreement shall be paid to CoWork Oberlin, 235 Artino St., Oberlin, OH 44074.
The monthly fee shall be billed on the 25th of the month, paid in advance for the following month, and shall be paid by Member no later than the fifth (5th) day of each month. In the event Member chooses to reserve additional conference room time, outside of the monthly allowance, applicable charges will be applied to the monthly bill.
Late Fees. A late fee equal to 5% of the total amount owing by Member may be charged on any outstanding amount owed which has not been paid within five (5) days of its due date. Balances not paid within five (5) days will also result in temporary deactivation of Member’s key fob or code. The key fob or code will be reactivated once payment has been received.
Initial Payment. Upon execution of this Agreement, Member shall pay the first month’s charges. If applicable, annual fees shall be paid upon execution of this Agreement.
An administrative fee may be charged to Member to set up a key card, code or fob for an Authorized User.
An administrative fee of $20 shall be charged to Member to cancel a lost key card, code or fob and issue a new one.
Miscellaneous. Member shall promptly notify CWO of any changes to its contact and payment information. CWO will endeavor to provide notice to Member of any changes to Services, Fees, or other updates by sending notice to the contact provided by Member. It is Member’s responsibility to read all notices.
TERM AND TERMINATION.
This Agreement shall be for the Term, as set out below. Beginning with the effective date set forth within, unless sooner terminated as set forth below. The parties may agree to additional time in the program if desired.
Automatic Renewal. Unless the Membership is designated as a “Special Offer,” this Agreement will be extended automatically for successive Terms, until terminated by CWO or the Member as provided for in these Terms and Conditions.
All Memberships are for one single individual, except if Private Office Members set up Authorized Users, or under other exceptions on a case by case basis.
The Membership Term shall begin on the Start Date and will continue on a monthly basis, until terminated by a party in accordance with these Terms and Conditions.
Membership is non-transferable.
Member will be issued one (1) key card, code or fob to be used to enter the building during normal hours of operation. No additional key cards, codes or fobs will be issued to a Member for any reason other than to replace a lost or stolen key card, code or fob. Lost or stolen key cards, codes or fobs must be reported immediately at which time they will be permanently deactivated or changed, and a fee of $20 will be due from Member. Key cards, codes or fobs may only be shared by Authorized Users of a Private Office Member, and may not be transferred or shared under any other circumstances.
TERMINATION. This Agreement may be terminated for cause or without cause in the manner set forth herein. Upon termination, Member shall no longer be entitled to utilize any services of CWO relating to the use of its CoWork facility.
Termination by CWO. CWO may immediately terminate this Agreement, including, without limitation, the Membership and Member’s access to the Premises, upon written notice to the Member, in CWO’s sole discretion, for any reason or no reason at all. Member will remain liable for past due amounts and CWO may exercise its rights to collect due payment despite terminating this Agreement.
Termination by Member. The Member may terminate this Agreement by providing written notice to CWO; provided, however, that only the last business day of a calendar month may be set as the termination date and the Member will not be entitled to any proration with respect to any fees. For example, if the Member delivers a termination notice on June 15, the termination will be effective the last business day of June, and Member will owe fees due for the entire month of June. Private Office Members may terminate this Agreement by providing at least thirty (30) days’ prior written notice to CWO; provided, however, that only the last business day of a calendar month may be set as the termination date and the Member will not be entitled to any proration with respect to any fees. For example, if the Private Office Member delivers a termination notice on June 15, the termination will not be effective until the last business day of July, and Private Office Member will owe fees due for the entire month of July.
Removal of Property. Prior to the termination or expiration of this Agreement, Member shall remove all of its personal property from the Premises, and will return all key cards or other access devices. After providing reasonable notice, CWO will be entitled to dispose of in any manner any personal property remaining on the Premises without any obligation to store such property, and Member waives any claims or demands regarding such property or CWO’s handling of such property. Member will be responsible to pay any fees reasonably incurred by CWO regarding such removal and disposal. Following the termination or expiration of this Agreement, CWO will hold, but will not forward, mail or packages delivered to the Premises for a period of 10 business days. Reasonable attempts will be made to contact Member to arrange for them to retrieve their mail before returning it to the postal service after 10 days.
RULES AND REGULATIONS. The Member and all Authorized Users agree to comply with all rules and regulations made by CWO to be applied to the Premises (the “Rules”), a copy of which can be provided to the Member by CWO upon written request. The Member agrees that CWO may amend, modify, update and change the Rules at any time in its sole discretion, and does not need to notify the Member prior to changing the Rules.
DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY; RELEASE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CWO PROVIDES THE SERVICES AND ACCESS TO THE PREMISES “AS IS” AND WITH ALL FAULTS, AND HEREBY DISCLAIMS WITH RESPECT TO THE SERVICES AND PREMISES 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, DATA AND DIGITAL SECURITY, 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. MEMBER ACKNOWLEDGES THAT IT HAS INSPECTED THE PREMISES (OR WILL INSPECT THE PREMISES PRIOR TO COMMENCEMENT OF ITS BUSINESS OPERATIONS), OBSERVED NO DANGEROUS CONDITIONS, ACCEPT THE SERVICES AND THE PREMISES “AS IS” AND ASSUME ALL RISK OF INJURY OR DAMAGE TO MEMBER OR MEMBER’S PROPERTY IN CONNECTION WITH ITS USE OF THE PREMISES REGARDLESS OF THE CONDITION THEREOF. THE ENTIRE RISK AS TO THE QUALITY, OR ARISING OUT OF PARTICIPATION IN OR THE USE OF THE SERVICES OR PREMISES REMAINS WITH MEMBER.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CWO OR KRMG, Inc. ANY OF ITS RESPECTIVE ASSIGNEES, PARENTS, PARTNERS, SUBSIDIARIES, AFFILIATES, AND ITS PAST, PRESENT AND FUTURE OFFICERS, AGENTS, SHAREHOLDERS, TRUSTEES, MEMBERS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS AND ASSIGNS, JOINTLY OR INDIVIDUALLY (COLLECTIVELY, THE “LICENSOR PARTIES”) BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF ANTICIPATED SAVINGS, LOSS OF DAMAGE TO DATA, OR THIRD PARTY CLAIMS.
USE IN SPACE.
Alterations. Member must not alter any part of the Premises and must take good care of the Premises, its equipment, fixtures and furnishings which the Member may be permitted to use. Member must not install any cabling, IT or telecom connections without CWO prior written consent, which CWO may refuse in its sole discretion.
Use. Member may only use the accommodations for maintaining an office. Office use of a retail or medical nature, involving regular and numerous visits by the public is not permitted.
CWO will set an example in breastfeeding promotion for working families by implementing a workplace breastfeeding support policy. The policy will serve as (1) a way to encourage mothers to continue to breastfeeding, if they wish, after returning to work; (2) a way to promote breastfeeding as a normal part of daily life and (3) to exemplify CWO as an important partner in community support for breastfeeding. CWO subscribes to the following worksite support policy. This policy shall be communicated to all current Members. CWO Members are guaranteed the following arrangements to accommodate both CWO and personal needs to continue breastfeeding.
A designated room at CWO will be available for milk expression and/or breastfeeding to any breastfeeding woman who is a Member or employee. The room will be equipped with a locking door, chair, electrical outlet, and counter or table and will be in close proximity to a sink with running water. This location should be somewhere other than a restroom.
To use the lactation space, a person shall become at minimum a “Community Member” of CWO and pay the associated fee, cancelable at any time.
A sign-up tool will be located on CWO’s space management software, and the breastfeeding Member or employee will sign up for use of the room in advance. Other Members may use this room for phone calls and meetings and must also use the shared calendar to reserve space. If for any reason this room is not available, the mother may use another available room or request permission to use a private office. When possible, breastfeeding mothers should be given first priority to use this designated space.
When more than one breastfeeding CWO Member or employee needs to use the designated lactation room, they can use the sign-up tool to negotiate milk expression times that are most convenient or best meet their needs.
A refrigerator designated exclusively for breast milk storage will be provided and labeled as such. All breast milk should be properly marked by the Member or employee with name and date. Breast milk will not be stored longer than five (5) days. Refrigerator cleaning will be the responsibility of the current breastfeeding woman or women.
The breastfeeding member or employee will provide all other supplies necessary for milk expression.
A breastfeeding member or employee may have the infant(s) brought to the Premises by a caregiver for feedings. The member or employee will be permitted time to feed the child(ren). However, only the child and/or children being breastfed are to be brought to the workplace. The child(ren) are not permitted to stay on the Premises outside of feeding times.
Breastfeeding members or employees are also responsible for keeping the general lactation room clean for the next user. This responsibility extends to both designated milk expression areas, as well as other areas where expressing milk will occur.
It is expected that all Members will assist in providing a positive atmosphere of support for breastfeeding employees.
Prohibited Uses. Member agrees that when using the Services, it will not:
Use the Services to conduct or pursue any illegal activities.
Perform any activity that is reasonably likely to be disruptive, offensive, or dangerous to other members, their guests, or their property (including, without limitation, unapproved parties, events or loud presentations).
Make copies of any keys, keycards, or other means of entry to the Premises or lend, share, or transfer any keys or codes or keycards to any third party.
Allow any guest(s) to use Member’s key card, code or fob to enter the Premises unaccompanied by Member or an Authorized User.
Attach or affix any items to the walls, install antennas, or telecommunication lines or devices in or about the Premises or bring additional furniture into the Premises, without CWO’s written consent.
Place anything, or allow anything to be placed, in the common areas, or near the glass or any window, door, partition or wall, which may in CWO’s judgment, appear unsightly.
Without the prior written consent of CWO, use any of CWO’s names, logos or marks, or use pictures or illustrations of the Premises in any advertising, publicity or other purpose, except Member may use the address of the Premises as the address of its business for purposes of receiving mail at the Premises. Member’s uses of the Premises for its mail delivery is at its sole risk.
Take or copy information belonging to CWO or any other Member or their guests, or Authorized Users.
Except with the prior written consent of CWO, use the Premises to sell goods or services at retail directly in or from the Premises.
Live or sleep on the Premises.
Conduct any type of business CWO deems to be obscene or which interferes with another Member’s use or enjoyment of the Premises.
Use the Services in connection with contests, scavenger hunts, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited message (commercial or otherwise).
Upload files that contain viruses, Trojan Horses, worms, time bombs, cancelbots, corrupted files, malware, DoS, 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 Member knows, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner.
Create a false identity or misrepresent itself for the purpose of misleading others.
Use conference rooms as a place for continuous, everyday work.
Bring motorized scooters or bikes inside the Premises.
Consume or bring onto the Premises any drugs.
Consume or bring onto the Premises any alcohol without CWO’s prior written consent.
Bring firearms, knives, or weapons of any kind onto the Premises.
Use skateboards, roller skates, or rollerblades in the Premises.
Bring any pets on to the Premises.
Bring upon, use or keep in the Premises, any kerosene, gasoline or inflammable or combustible fluid or material, or use any method of heating or air conditioning other than that supplied by CWO.
Use any part of the Premises for any partisan political activity, or to further the election or defeat of any candidate for public office.
Use any part of the Premises for publicity or propaganda purposes designated to support or defeat pending legislation.
Breach of Agreement. Failure to follow the rules and regulations set forth in this Agreement or those imposed by the building management will be deemed a breach of this Agreement. In addition to any rights and remedies that CWO maintains for breach of this Agreement elsewhere in this Agreement and under applicable law, CWO may immediately suspend and deny such Members and their Authorized User’s access to the Premises. To the extent any guest of a Member or Authorized User violates any of the rules and regulations set forth in this Agreement or those imposed by the Premises, CWO may request that such guest be required to immediately leave the Premises and any such guest action or inaction shall be treated as a breach of this Agreement as if it were performed by the Member or Authorized User.
Reporting Requirements. Member shall, any time upon request from CWO, but not less than annually, provide CWO with the following written reports in form and substance required by CWO and any other reports reasonably requested by CWO:
A certified report stating the number of full-time and part-time employees it employs at the Premises,
Evidence of current and continuing business hazard insurance coverage.
The requirements of this Section 8(a) shall survive the expiration or earlier termination of this Agreement.
Insurance. Member shall maintain during the Term a hazard insurance policy covering fire and extended coverage in an amount equal to the replacement value of Member’s personal property. Member is responsible for complying with the Workers’ Compensation laws of the State of Ohio.
Non-Discrimination Policy. Member agrees that it shall not harass nor discriminate against any other Member, CWO agent, or any guest in the space for any reason. Member agrees that it shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, sexual orientation, gender identity or expression, national origin, age, disability, ethnic group or Vietnam-era or disabled veteran status. Member shall take affirmative action to insure that applicants and employees are treated fairly during the hiring process and employment without regard to race, religion, color, sex, sexual orientation, gender identity or expression, national origin, age, disability, ethnic group, or Vietnam-era or disabled veteran status.
Environmental Issues. Member shall not possess, manufacture, store, generate, treat or dispose of any hazardous substance on the Premises, or cause, suffer or permit the same to be done by any person or entity. In the event that any hazardous substance is discovered to have been released by Member, its Authorized Users or any of its agents, invitees, or third parties under Member’s control, whether such discovery is made during the Term or at any time thereafter, Member shall 1) notify CWO immediately in writing, and 2) at its sole cost and expense, take all steps necessary to remove and properly dispose of such hazardous substances and clean up and remediate any contamination or damage resulting therefrom to the satisfaction of CWO.
Parking. Member agrees that all parking on the Premises is deemed first come, first served, as this Agreement does not provide Member with any specific guarantees as to parking on the Premises.
Large Packages. No furniture, large or bulky packages, supplies, equipment or merchandise will be received at the Premises unless approved first by CWO and shall be subject to the rules of building management for delivery.
Security. Member assumes full responsibility for protecting and securing its personal property from theft, robbery and pilferage.
Member is responsible for all of its acts or omissions, including, without limitation, any damage Member causes to CWO or any other person’s property or any injury Member causes to any person. Member agrees to comply with any house rules posted or provided on the Premises. Member is responsible for its personal items that it brings onto the Premises.
REPRESENTATIONS AND WARRANTIES. Member represents, warrants and covenants that its performance of the obligations under this Agreement does not violate or conflict with any other agreement or obligation by which Member may be bound, and this Agreement does not infringe upon, nor violate, the rights of any third party or any law, regulation, statute, treaty, directive, ordinance or other government authority. Member represents, warrants and covenants that, if it is an entity, it is duly organized under applicable law, and that Member has the right and authority to enter into and perform its obligations under this Agreement and to grant the rights granted in this Agreement. Member represents, warrants and covenants that it will be fully responsible for acquiring, at its sole cost and expense, all licenses, permits, authorizations and insurance that may be required in order to legally conduct the business activities that Member will conduct within the Premises. All activities conducted within the Premises by Member will comply with all applicable laws, rules and regulations issued by local, state and federal authorities applicable thereto.
CONFIDENTIALITY. All confidential information disclosed to Member in connection with its use of the Services or in connection with this Agreement (“Confidential Information”) remains the sole and exclusive property of CWO or the respective disclosing party. Member acknowledges and agrees that nothing in these Terms and Conditions or its participation or use of the Services will be construed as granting any rights to Member, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property proprietary rights of CWO or any participant or user of the Services. Member’s use of the Services obligates it to:
Maintain all Confidential Information in strict confidence;
Not to disclose Confidential Information to any third parties; and
Not to use the Confidential Information in any way directly or indirectly detrimental to CWO, or any participant or user of the Services.
CWO Access Rights. CWO may need to enter the Member’s accommodations at CWO and may do so at any time, and may move any of Member’s furniture and equipment. However, unless there is an emergency or the Member has given notice to terminate this Agreement, CWO will attempt to notify the Member in advance of such access.
Name/Logo. Member hereby grants CWO, and its agents, a limited, non-transferable, royalty-free, fully-paid, worldwide, license to use Member’s name(s), trademarks, service marks and logos in connection with CWO Services hereunder, materials related to it, and the advertisement and promotion thereof.
Intellectual Property. Member shall not use any trademark, service mark, logo or trade name of CWO, nor shall Member represent itself as having any business affiliation with CWO, without the express permission of CWO.
Other Members, Users and Guests. Member must not do anything that may interfere with the use of the Premises by CWO, or by any other individuals on the Premises. CWO does not control and is not responsible for the actions of other individuals or any other user of the Services or Premises. If a dispute arises between Members, other users or their guests, CWO shall have no responsibility or obligation to participate, mediate, or indemnify any party.
Non-Disparagement. Member shall, during and after the participation in and use of the Services, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding the Licensor Parties, other than to comply with law.
Indemnification. Member covenants and agrees that it will defend, protect and save and keep CWO harmless and indemnified from and against all claims, demands, causes of action, liabilities, losses, damages, costs, expenses, judgments, fines and penalties (including reasonable attorneys’ fees) 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 Services or the Premises, arising out of any other activity Member engages in on or about the Premises, or Member’s breach or alleged breach of this Agreement. If any legal fees are incurred by Licensor Party in enforcing the terms of this Agreement, then Member shall be liable for such reasonable costs and the same shall be due and payable upon presentation of a bill therefor.
Release. Member hereby releases CWO, its agents, employees , officials, and any other Licensor Parties from any liability or responsibility to Member or any other person, claiming through it by way of subrogation or otherwise, for any loss or damage to the Premises or the property of any of its agents, employees, 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 CWO, its agents, employees, officials, or any other Licensor Parties. It is expressly agreed and understood that Member, its agents, employees, representatives or invitees, in bringing property in and onto the Premises do so at their own risk. It is further agreed and understood that CWO, its agents, employees, officials, and any other Licensor Parties will not be liable to Members for any business losses or damages to the property of Member, its employees, representatives, agents or invitees, occasioned by the acts or omissions of other businesses or persons which may occupy the premises.
Damage to Premises. Member is liable and shall reimburse CWO for any damage caused by it or those in the Premises with the Member’s permission or at the Member’s invitation whether express or implied, including but not limited to all Authorized Users, employees, contractors, agents or other persons present on the Premises.
Impossibility of Performance. In the event that any Party to this Agreement is compelled to cease performance of its obligations because of: 1) the passage after the date hereof of any laws or regulations; 2) any legal or administrative proceedings of any government or governmental agency, court or administrative agency; 3) strikes, boycotts, lockouts, or other labor disturbances; 4) interruption of power; 5) temporary or permanent lack or loss of supplies or production for reasons outside the affected Party's reasonable control; 6) fire; 7) explosion; 8) catastrophe; 9) war or act of terrorism; or 10) weather, earthquake or any other cause beyond the reasonable control of a Party that it could not have reasonably foreseen and prevented the effects of, then the party so affected will, while so affected, be relieved to the extent thus prevented from performing its obligations under this Agreement, but in such event, such Party will take all reasonable measures to remove the disability and to resume full performance under this Agreement at the earliest possible date.
Investigations. CWO reserves the right, without any limitation, to: 1) investigate any suspected break-ins or breaches of security, including of its information technology or other systems or networks; 2) investigate any suspected breaches of this Agreement; 3) investigate any information obtained by CWO in connection with reviewing law enforcement databases or complying with criminal laws; 4) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters; 5) prosecute violators of this Agreement; and 6) discontinue the Services, in whole or in part, or, suspend or terminate Member’s access to it, in whole or in part, at any time, without notice, for any reason and without any obligation to Member or any third party. Any suspension or termination will not affect Member’s obligations to CWO under this Agreement. For security, operational or other related reasons, CWO may regularly record Member, any other Members, including guests, via video, audio or other means in certain or all of the areas in the Premises and monitor and record communications sent through the Wi-Fi enabled Internet connection provided by CWO in the Premises. CWO may disclose information about Member as necessary to satisfy any applicable grant, law, regulation, legal process, or government request.
Partial Invalidity. If any provision of this Agreement or the application thereof shall to any extent be invalid, the remainder of this Agreement or the application of such provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby and each other provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.
Survival. All provisions of this Agreement reasonably expected to survive the termination of this Agreement will do so.
Attorney’s Fees. In the event CWO or any of the Licensor Parties 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 to which it might be entitled.
Assignment by CWO. CWO may assign its rights and obligations under this Agreement to Main Street Oberlin Inc. dba Oberlin Business Partnership (OBP.)
No Assignment by Member. Member may not transfer or otherwise assign any of its rights or obligations under this Agreement without CWO’s prior written consent, which CWO may withhold in its sole discretion.
Waiver of Jury Trial. Subject to applicable law, the parties to this Agreement hereby waive and relinquish any and all rights that such party may have to trial by jury in any action, proceeding or counterclaim filed by either party, whether in contract, tort or otherwise, relating directly or indirectly to this Agreement and/or the Premises, or any alleged acts or omissions of CWO or Member in connection therewith.
Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of Ohio, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of any other state’s laws. CWO and Member submit and consent to the exclusive jurisdiction and venue of the courts of Lorain County, Ohio in any action to enforce (or otherwise relating to) this Agreement.
ENTIRE AGREEMENT. This Agreement and its attachments shall be considered to contain the entire agreement between the Parties pertaining to the use of CWO facilities, and all negotiations and all agreements acceptable to both Parties are included. This Agreement may be modified only by an amendment in writing signed by both Parties hereto.
MEMBER HEREBY ACKNOWLEDGES THAT IT HAS READ AND UNDERSTOOD AND AGREES TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT.
By checking “I accept CWO terms and conditions” on CWO signup page, Member accepts CWO terms and conditions in their entirety as laid out in this Agreement.
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