MEMBERSHIP LICENSE AGREEMENT
The Seattle Impact Hall community is based on mutual trust, collaboration, and respect. A community, however, can only work with a clear understanding of the mutual relationship, each party’s rights and a set of behavioral guidelines. As a Member, you agree to the following terms and conditions and we welcome your feedback on this document.
1. This Membership License Agreement (“Agreement”) is made between Hub Seattle LLC (“Impact Hall”) and the Impact Hall Member (“Member”).
2. Memberships. Impact Hall agrees to provide Members with nonexclusive access to co-working areas and related amenities in designated areas based on various levels of access, pricing and benefits (“Memberships”) as specified on the seattleimpacthall.com website. Member has chosen a specific level of Membership during the application procedure.
3. Account. Impact Hall will provide Members with access to Impact Hall’s Member Portal through personal login credentials, for the purpose of managing its Membership.
4. Use of Common Areas. Members shall have nonexclusive access to Common Areas as defined in the Terms and Conditions. Certain locations within the Common Areas are generally available on a “first-come, first-served” basis, while others may require the Member to schedule access or pay a usage fee.
5. Shared Use. Impact Hall offers event services, expositions, meetings, conferences and other gatherings to both Members and non-Members. Member acknowledges and agrees that certain parts of the Common Areas might be assigned for such uses either temporarily or on an ongoing basis, which may condition or preempt Member’s access to such areas at such times.
6. Guests. Members may invite non-Members as guests (“Guests”) to the Common Areas. Member shall be responsible for all actions of their Guests while on or about the Premises and for the Guests’ adherence to Impact Hall’s guest policy as detailed in the Terms and Conditions including a 2-hour per day limitation.
7. Additional Services at Member Rates. Impact Hall may offer rental of conference rooms, event space rental, storage rental, furniture rental, mailboxes and mail service, additional keycards and other services at an additional cost. Members may benefit from reduced rates for these services when applicable, as displayed on the seattleimpacthall.com website and the Member Portal.
TERMS & CONDITIONS
Last updated on August 10th, 2017. Whenever these Terms and Conditions (“Terms and Conditions” or “Terms”) are modified we will signify that changes have been made by updating the date displayed in this statement. This document is always available on the seattleimpacthall.com website.
a) 'Impact Hall’ refers to Hub Seattle LLC, a Washington State Limited Liability Company.
b) ‘Member’ refers to any individual that has agreed to entering a Membership License Agreement with Impact Hall, whether through signing up via Impact Hall’s Member Portal or the Membership Application for employees of an organization entering into a sublease agreement.
c) ‘Guest’ refers to any non-Member, whether client, co-worker, customer, contractor, or otherwise, that is invited to Impact Hall by a Member.
d) ‘Premises’ refers to the buildings located on 220 + 240 2nd Ave S, Seattle, WA 98104 in its entirety, not limited to Common Areas.
e) ‘Common Areas’ refer to such areas of the Premises as Impact Hall may from time to time designate for common use of its members, which shall include shared workspace, conference rooms, kitchens, event areas, phone booths, entrance lobby, corridors, elevators, stairways, bike storage, showers, and other areas.
f) ‘Amenities’ refers to all other services, benefits, or products as may be offered to Members by Impact Hall as part of their Membership, such as office furniture and equipment, coffee, tea, fruit, kitchen appliances, internet access, discounts at local vendors and access to wellness rooms and services. Amenities are subject to change from time to time and without notice at the sole discretion of Impact Hall.
g) ‘Account’ and ‘Member Portal’ refer to the online member management system used by Impact Hall to manage individual membership status and payments.
2. Membership Benefits. Hub Seattle offers various Memberships with various levels of access to the Common Areas and Amenities and respective pricing, as specified on the impacthubseattle.com website.
3. Guest Policy. Members may invite Guests to Impact Hall and Guests may use the Common Areas and related Amenities for up to a 2-hour period per day and within regular (8.30am – 5.00pm) business hours, limited to a maximum of 5 days per month per Guest. After that, Guests will be required to purchase a day-pass. Member will be solely responsible for all actions of their Guests on or about the Premises and will ensure Guests’ compliance with Impact Hall’s policy as outlined in this document and all applicable laws and regulations. Guests are expected to be continuously accompanied by the Member inviting them.
4. Pricing. Membership costs will be displayed in the seattleimpacthall.com website. Impact Hall, in its sole discretion and at any time, may modify the Membership pricing. Any pricing change will not become effective until after the completion of the billing cycle during which they are announced.
5. Billing. Payments for Memberships are due in advance, on the 1st of the month, will be billed monthly until the Membership is terminated, are non-refundable, and are non-transferable. A valid U.S. credit or debit card is required for Memberships, with accurate and complete billing information including full name, address, state, zip code, telephone number, and valid payment method information. By submitting such payment information, Members automatically authorize Impact Hall to charge all fees incurred through an account to any such payment instruments. If a payment is not received on the due date, Impact Hall may, without limiting its other rights and remedies, cancel or suspend the Membership.
6. Membership Modification and Termination. Subject to the terms and conditions of this paragraph 6, including proper advanced notice where required, Members may terminate their Membership or modify their Membership to a different Membership type. Terminations and modifications by Members require written notice to Impact Hall prior to the first day of the billing period for which they are to take effect. Members terminating or modifying a Membership may do so through the Member Portal which will be considered a written notice. Retroactive changes are not allowed; late notices of termination or modification will defer the request until the next following billing period. A written notice to Impact Hall may be sent to firstname.lastname@example.org.
Members with a 6-month commitment will incur a penalty equal to the cost of one month’s Membership upon terminating their Membership prior to the completion of the 6-month period, plus reversal of all applicable discounts for the months they were applied. Members with a Fixed Desk Membership must provide notice of cancellation at least one calendar-month in advance of the billing date for the period for which the modification or termination will take effect.
Notwithstanding anything to the contrary, Impact Hall may terminate a Membership with advanced notice to member prior to and effective as of the first day of any billing period, or at any time immediately and without notice, for any material violation of the Membership Agreement or Terms and Conditions in which case Impact Hall will refund any amounts paid for unused periods that remain after deducting any pending charges or other amounts owed, on a prorated basis.
7. Use of Common Areas. Impact Hall shall provide Members with nonexclusive access to the Common Areas, subject to the Membership Agreement, Terms and Conditions and the level of Membership purchased by the Member. Member shall restrict its use of the Premises to the Common Areas absent a written agreement with Impact Hall providing otherwise.
Member shall be provided with access (keycard(s) and/or key(s)) to access the Premises if included in the specific Membership. Keys and keycards are strictly personal and are not to be shared with others. A fee of $20 applies for a set of (replacement) keys and keycards.
8. Accounts. Members shall have access to a personal Member Portal account. When creating an account with Impact Hall, Member warrants that to be above the age of 18, and that the information provided by Member is accurate, complete, and will be kept current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of the Membership. Members are responsible for maintaining the confidentiality of their account and password, and agrees to accept responsibility for any and all activities or actions that occur under Member’s account and/or password. Member must notify Impact Hall immediately upon becoming aware of any breach of security or unauthorized use of your account.
9. Network Access. Impact Hall provides 1GB of shared fiber internet through wired wall ports and wireless access and will make all reasonable effort to ensure Member’s network access. Impact Hall does not guarantee internet connectivity or bandwidth. Planned outages and maintenance windows will occur after regular business hours and with 24 hours’ notice when at all possible.
Under no circumstance does Impact Hall guarantee the upkeep of personal wireless equipment. For individual Member’s requests for a customized setup of network access or other services, Impact Hall may make support available to Member through a suitable 3rd party IT vendor at that vendor's rates.
Use of internet is intended for legal nature only. Member agrees to assume all legal liability for activity traversing their data connection adhering to local, state and federal laws. Use of internet access is expected to be typical for day to day operations of a business, which is to be determined at Impact Hall’s sole discretion.
10. Rules of Conduct. Members and their Guests are required to comply with the following rules of conduct to ensure a safe environment and shall not:
a) maintain or store any inventory of goods on the Premises.
b) conduct illegal activities on or about the Premises or use the Premises for illegal purposes.
c) tamper with, borrow, or remove property kept in another Member’s area without their express permission.
d) cause or permit any hazardous substance to be used, stored, generated, released or disposed of on the Premises. “Hazardous” shall be determined in sole discretion of Impact Hall.
e) act in a manner that, in Impact Hall’s sole discretion, does or is likely to adversely affect the peaceful operation and enjoyment of the Premises of Impact Hall, including without limitation creating any unreasonable disturbance to occupants of the Impact Hall Premises or Impact Hall employees, Member Guests, Hall Visitors, or others.
11. DISCLAIMER OF WARRANTEES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IMPACT HALL PROVIDES THE MEMBERSHIP AND AMENITIES “AS IS” AND WITH ALL FAULTS, AND HEREBY DISCLAIMS WITH RESPECT TO THE MEMBERSHIP AND AMENITIES 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 AS TO THE QUALITY, OR ARISING OUT OF PARTICIPATION IN OR THE USE OF THE MEMBERSHIP AND AMENITIES REMAINS WITH THE MEMBER.
12. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL IMPACT HALL OR ITS SUBSIDIARIES, AFFILIATES, AND THEIR PAST, PRESENT AND FUTURE OFFICERS, DIRECTORS, 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 MEMBER’S PARTICIPATION IN OR INABILITY TO PARTICIPATE IN OR USE OF THE MEMBERSHIP AND AMENITIES THE PROVISION OF OR FAILURE TO PROVIDE MEMBERSHIP OR AMENITIES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THE MEMBERSHIP LICENSE AGREEMENT OR OF THE TERMS AND CONDITIONS, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF IMPACT HALL, AND EVEN IF IMPACT HALL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13. LIMITATION OF DAMAGES AND REMEDIES. NOTWITHSTANDING ANY DAMAGES MEMBER MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF IMPACT HALL AND ITS SUBSIDIARIES, AFFILIATES, AND THEIR PAST, PRESENT AND FUTURE OFFICERS, DIRECTORS, AGENTS, SHAREHOLDERS, MEMBERS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS AND ASSIGNS UNDER ANY PROVISION OF THE MEMBERSHIP AGREEMENT OR THESE TERMS AND CONDITIONS AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO ACTUAL DAMAGES INCURRED BY MEMBER BASED ON REASONABLE RELIANCE UP TO $5,000.00. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS, INCLUDING THE PREVIOUS SECTIONS, SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND SURVIVE ANY REMEDY’S FAILURE OF ESSENTIAL PURPOSE.
14. INDEMNIFICATION. MEMBER RELEASES, AND HEREBY AGREES TO INDEMNIFY, DEFEND AND SAVE HARMLESS IMPACT HALL AND ITS SUBSIDIARIES, AFFILIATES, AND THEIR PAST, PRESENT AND FUTURE OFFICERS, DIRECTORS, 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 NEGLIGENT ACTIONS, ERRORS AND OMISSIONS, WILLFUL MISCONDUCT AND FRAUD IN CONNECTION WITH MEMBER’S PARTICIPATION IN OR USE OF THE MEMBERSHIP SERVICES. MEMBER FURTHER AGREES IN THE EVENT MEMBER BRINGS A CLAIM OR LAWSUIT IN VIOLATION OF THIS AGREEMENT, MEMBER SHALL BE LIABLE FOR ANY ATTORNEY FEES AND COSTS INCURRED BY IMPACT HALL OR ITS RESPECTIVE OFFICERS AND AGENTS IN CONNECTION WITH THE DEFENSE OF SUCH CLAIM OR LAWSUIT.
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