LAUNCH COWORKING SPACE MEMBERSHIP AGREEMENT
Effective Since September 20, 2020
Launch Coworking Space Inc. (“Launch”), seeks to provide a shared, community-driven workspace for location-independent workers referred to herein as “Premises”.
The parties therefore agree as follows (“Agreement”):
[Insert name of registered member here] (“Member”) has joined as a [insert name of membership plan] with a monthly fee of [insert $ amount].
This membership plan is called [insert plan name] and includes the following:
- [Insert all Monthly benefits] (“Membership Benefits”)
Launch reserves the right to discontinue or amend any Membership Benefits at any time and with 30 days’ prior notice, including but not limited to re-assignment of work spaces, desks, or offices. Launch further reserves the right to terminate Member’s use of any specific Membership Benefits immediately and without notice for just cause, as set out herein.
Set Term – [insert term being XXX months/years or start and end date]
Individual Office – six (6) months
Executive Office – twelve (12) month
- Launch hereby assigns one [insert name of membership plan] membership to the Member (“Membership”) to be used exclusively by the Member.
- The Membership shall include a non-exclusive license to enter upon the Premises, use the Premises and partake in the community, per the terms of their membership type (“License”).
- The Member hereby acknowledges that the License shall not constitute a tenancy of any kind nor a sublease to the Premises nor serves to grant any interest in real or personal property associated with Launch and/or the Premises.
- In the event a Member accesses the Premises or uses the amenities more than allocated under the Membership plan, the Member shall be responsible to pay additional fees as determined by Launch.
Renewal of the Membership. The Membership commences on [insert start date] and is subject to the following:
- Notwithstanding anything else contained herein, Launch may revoke the Membership and/or License granted hereunder at any time with 30 days’ notice, or without notice for just cause
- Membership shall terminate in the event Launch no longer leases the Premises, it being understood that Launch has no obligation to maintain or renew such lease.
- Launch reserves the right to discontinue or amend any of the Membership Benefits.
- The Membership and any rights and duties are personal to a Member and may not be assigned, transferred or delegated by the Member in whole or in part, except with the prior written consent of Launch.
- The cost of each [insert name of membership plan] Membership for is $[insert monthly fee], plus taxes (the “Fee”) In addition to the Fees, the Member agrees to pay all provincial and local taxes as may be appropriate, unless Member furnishes proof of exemption from such provincial and local taxes. Payment must be made in full for the amount due on a monthly, quarterly, semi-annually, or annually as arranged throughout the ] Term, with the first payment being due upon execution of this Agreement. Payment made is non-cancelable and non-refundable, except as specifically provided herein.
Rules for Membership Use
- The Member agrees to use the Premises in accordance with the terms and conditions of this Agreement, and the Launch House Rules, as may be amended from time to time and attached hereto as Exhibit B, and for no other purpose.
- You may not use the Membership and any Membership Benefits for any purpose that is unlawful or prohibited by law or by Launch House Rules.
- You may not use the Membership Benefits in any manner that could damage, disable, overburden, or impair any Launch server, or network connected to any Launch server.
- You may not interfere with, restrict or inhibit any other person’s use and enjoyment of the Premises and Membership Benefits or use the Premises in any way which would constitute a nuisance, and shall not damage or waste the Premises in any way.
- As a Member you are not a partner, joint venturer, principal, agent or otherwise related in any manner to Launch and may not obligate Launch in any manner to any other Member or third party.
- You may not attempt to gain unauthorized access to the Premises, use any Membership Benefits that are not intended for your Membership plan nor any accounts, computer systems or networks connected to any Launch server, through hacking, password mining or any other means.
- While on the Premises, you may not obtain or attempt to obtain any materials or information, not intentionally made available to you, through any means.
- You may not use the Premises for any purpose inconsistent with the general purposes as stated in the Recitals of this Agreement.
- You may not use the Membership in connection with contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited message (commercial or otherwise);
- In connection with your Membership, you may not defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
- You may not publish, post, upload, download, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through the Launch network;
- You may not upload, download, use, display, perform, without authorization or otherwise make available, materials that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same;
- You may not use, perform any material or information, including images in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party;
- You may not upload, download or use files that contain viruses, trojan horses, worms, time bombs, bots, corrupted files, or any other similar software or programs that may damage the operation of another’s computing device, mobile device or property of another;
- You may not harvest, scrape, record or otherwise collect information about others without the authorization or consent of the disclosing party;
- You may not create a false identity for the purpose of misleading others.
A breach by a Member of any of the foregoing may result in a termination by Launch of its membership, in accordance with section 3.1.
Termination / Downgrade / Hold / Update of Membership
- Notice to downgrade: In the event a Member wishes to downgrade their membership, 30 days’ written notice is required. If there is more than one person using the Membership, said users are considered to be a team of members (ie consisting of more than one person, being a “Team”). 30 days’ notice is required for each individual of the Team (ie. if you are part of a 2 member team then 60 written days’ notice is required, if you are part of a 3 member team then 90 day written notice is required, and so on).
- Notice to Hold/Freeze: In the event a Member wishes to hold/freeze their membership, 30 days’ written notice is required. With the exception of a Monthly Membership, if the membership is being used by a Team, then 30 days’ notice for each individual of the Team is required (ie. if you are part of a 2 member team then 60 written days’ notice is required, if you are part of a 3 member team then 90 day written notice is required, and so on). At the end of the notice period;
- a one-time fee of 40% of the current Fee will be charged.
- The hold period will be up to three calendar months after which time the hold will end.
- At any time within the three months hold period you can re-activate your existing Membership.
- At the end of the hold period your membership will be automatically reactivate unless you have contacted us 30 days in advance of the end date of the hold to make changes to your plan.
- Notice to Terminate: In the event a Member wishes to terminate their membership, 30 days written notice and an exit questionnaire is required. With the exception of a Monthly Membership, if the Membership is being used by a Team then 30 days’ notice for each individual is required (ie. if you are part of a 2 member team then 60 written days’ notice is required, if you are part of a 3 member team then 90 day written notice is require, and so on). The Notice period will begin upon receipt by Launch of the exit questionnaire.
- Notice to Terminate Individual or Executive Memberships: In the event a Member wishes to terminate a Membership consisting of an Executive Team Office or an Individual Office, the following will apply:
- Executive Team Office: 12 month written notice and an exit questionnaire is required.
- Individual Office: 6 month written notice and an exit questionnaire is required.
- Refund. In the event Launch decides to terminate the Membership, except for just cause, a pro-rated refund for any remaining period of membership, shall be issued to you. The Member shall not be entitled to a refund in the event the Member decides to terminate the Membership before its expiration.
- Holding Over. If you continue use of the Premises and/or of the Membership Benefits after termination or expiration of the Membership, all provisions of this Agreement shall remain in full force and effect during such period of use, except that the License shall terminate immediately and you will not be allowed entry without the prior approval of Launch. Additionally, you will be responsible to pay all expenses, fees and damages associated with any such hold over use. Including reasonable attorney fees.
- Member acknowledges and agrees that during use of the Membership Benefits Member may be exposed to Confidential Information. “Confidential Information” shall mean all information, in whole or in part, that is disclosed by Launch, any Member, user or any employee, affiliate, or agent thereof, which is non-public, 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 Launch, any analyses, compilations, studies or other documents prepared by Launch 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 Membership Benefits obligates you to:
- maintain all Confidential Information in strict confidence;
- not to disclose Confidential Information to any third parties;
- not to use the Confidential Information in any way directly or indirectly detrimental to Launch, including to compete with Launch, or any participant or user of the Services.
- All Confidential Information remains the sole and exclusive property of Launch or the respective disclosing party. You acknowledge and agree that nothing in this Agreement or your participation or use of the Membership Benefits 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 Launch, or any other Member, user or third party.
- Launch reserves the right at all times to disclose any information about you, your participation in and use of the Membership Benefits as Launch deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Launch’s sole discretion.
Participation In or Use of Membership Benefits
You acknowledge that Launch is not responsible for any actions, omissions, misuse, over-use or non-use of Membership Benefits or any other acts made by other Members, their guests users and third parties.
1.Disclaimer of Warranties.
- To the maximum extent permitted by applicable law, Launch provides the Premises and its Membership Benefits “as is” and with all faults, and hereby disclaims with respect to the Membership Benefits 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 availability or quality of the Premises or Membership Benefits remains solely with you.
- Exclusion of Incidental, Consequential and Certain Other Damages. To the maximum extent permitted by applicable law, in no event shall Launch or its subsidiaries (whether or not wholly-owned), affiliates, divisions and its 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, corruption of data, 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 Launch, and even if Launch has been advised of the possibility of such damages. Because some states/jurisdictions do not allow the exclusion or limitation of liability, for consequential or incidental damages, the above limitation may not apply to you.
2. Limitation of Liability, Indemnification, Release 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 Launch 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 Agreement 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 ($10). The foregoing limitations, exclusions and disclaimers (including other relevant sections of this Agreement) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
- Without exception, Member releases, and hereby agrees to indemnify, defend and save harmless Launch and Launch’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 Member’s or Member’s guests actions, errors and omissions, willful misconduct and fraud. Member further agrees that in the event the Member brings a claim or lawsuit and the matter is found to be without merit in part or in whole, Member shall be liable for any reasonable attorneys’ fees and costs incurred by Launch or its respective officers and agents in connection with the defense of such claim or lawsuit.
- Though Launch carries General Liability insurance, subject to section 1.4 of this Agreement, it is strongly suggested that you carry an additional insurance policy to cover any of your equipment which may be present at the Premises.
- During the Membership, the responsibilities agreed by the parties shall be enforced as per the terms and conditions stated within this Agreement, with the exception of force majeure (including but not limited to: fire, flood, earthquake, snow storm, pandemic or other natural disaster, as well as strike, lock-out failure of electricity or telephone service) (a “Force Majeure Event”). No party shall be liable to perform its obligations under this agreement where such failure is a result of a Force Majeure Event, but only for so long as the Force Majeure Event subsists. In that event the party affected shall give prompt notice to the other of the Force Majeure Event, a reasonable estimate of how long such force majeure event shall subsist and shall use their best efforts to resolve or mitigate such Force Majeure Event.
- 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 this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.
- This Agreement shall be binding upon the parties hereto and their respective heirs, administrators and successors.
- All notices and other communications required or permitted to be given under this Agreement shall be made by hand-delivery, e-mail, first-class prepaid registered mail (with acknowledgement of receipt requested), or overnight air courier guaranteeing next day delivery as follows:
- if to Launch at: 200-1460 Chevrier Blvd. Winnipeg MB, Canada R3T 1Y6 Attention: Community Leader
- if to the Member at:[Insert Member’s address]
- This Agreement shall be governed by, and construed and interpreted in accordance with the laws of the. Province of Manitoba with venue in the courts located in Winnipeg.
- The sections headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.
- No waiver by any party of any provision of this Agreement shall be effective unless in writing and such waiver shall not imply a subsequent or prior waiver of that or any other provision. Subject to the foregoing each party hereto may waive any breach by the other party of any of the provisions contained in this Agreement or any default by such other party in the observance or performance of any covenant or condition required to be observed or performed by it contained herein.
- This Agreement in conjunction with the most recently dated “new crew member application form” constitutes the entire Agreement between the parties and supersedes all prior agreements between the parties hereto, whether oral or in writing, relating to all or part of the subject matter herein.
This Agreement may be executed in counterparts and by email each of which shall be an original and all of which together shall constitute one instrument.
I hereby acknowledge that I have read and understood all of the terms and conditions contained in this Agreement and further agree to be bound to the Agreement regarding my participation in and use of the Premises and membership Benefits.