#####1628 LTD MEMBERSHIP AGREEMENT
This Membership Agreement, including the attached schedules,is entered into between 1628 LTD, an Ohio limited liability company (“1628”) and the undersigned member (the “Member”) as of the date set forth below (“Effective Date”) under the following circumstances:
A.1628 operates acoworking space in Cincinnati, Ohio in which members are permitted to use various services offered by 1628, that may include use of office space, access to internet, and various concierge services, as determined by 1628 (the “Services”).
B.The Member wishes to purchase a membership in 1628 and 1628 wishes to grant to Member a membership in 1628 under the terms set forth in thisMembership Agreement, Schedule A, and the Guidelines for Use, attached as Schedule B (collectively, the “Agreement”).
#####ACCORDINGLY, 1628 and Member agree as follows:
#####Article I. Acceptance of Terms and Description of Services
Section 1.01 Acceptance of Terms.The Services 1628 provides to youare subject to this Agreement. 1628 reserves the right to modifythis Agreement without any notice to you.
Section 1.02 Application. By accepting this Agreement you agree to be responsible for your employees, agents, guests, any anyone who is provided access to the 1628 premises or 1628 Services by way of your membership.
Section 1.03 Termination.1628 reserves the right to terminate membership and use of any Services at any time, without cause,by providing you written notice of such termination.1628 reserves the right to terminate your membership and use of any Services, immediately and without written notice, if you fail to comply with this Agreement or any applicable law.
#####Article II. Membership
Section 2.01Membership Conditions.
(a)Adherence to Agreement. Members are responsible for adhering to this Agreement as a condition of membership. Failure of any member or a member’s guest to follow this Agreement may result in disciplinary action, including expulsion.
(b)Membership Database. You must have a current email, recent photo and home address on file. If these details change, you must promptly inform 1628
(c)Membership Payment.You must provide 1628 with appropriate banking or credit card details along with selection of your payment plan. By providing 1628 this information you accept and consent to your account being charged with membership fees upon the agreed schedule. If you have selected payment in installments and choose to resign your membership prior to the term completion, you will be responsible for two months of additional fees. If you have selected payment in advance and resign your membership or your membership is cancelled, any refund will be at the discretion of 1628. Failure to pay membership fees within 15 days of the due date after being notified by 1628 may result in being banned from the premises and the membership being cancelled. (d)Membership Card. Your membership card is for your use only and may not be used by anyone else. You shall inform 1628 in writing if you lose your card and you will be issued a replacement at cost.
Section 2.02 Billing. Unless prepaid, all bills must be settled on a monthly basis. As a member, you are extended a $250 house credit for incidental charges. Should your incidentals exceed the house credit limit or prepaid amount, your account will be settled via your payment method on file. You are responsible for your guests’ bills.
Section 2.03 Resignation. If you wish to resign your membership, you may do so subject to the terms and conditions stated in this Agreement.
Section 2.04 Private Events. 1628 reserves the right to periodically close the facility for private events. You will honor and respect the confidentiality of all private events occurring at 1628 and refrain from communicating any information about the event to third parties.
Section 2.05 Mail Service. You may use the 1628 address to receive mail and other small deliveries, but are responsible for having mail service forwarded if your membership with 1628 terminates.
Section 2.06 Private Event Attendance.You are responsible for sending an RSVP to confirm attendance at 1628 private events. If you have sent an RSVP and cannot attend, you must inform 1628 at least 24 hours in advance. Any member that fails to comply may have restricted ability to RSVP to events.
Section 2.07 Guests. The number of guests you are permitted is commensurate with your membership level. You are permitted up to two guests at any one time unless a private conference room has been booked. Your guests may not enter the facility without you present. You are responsible for ensuring your guests follow all rules and policies.
Section 2.08 Renewal.
The term of this Agreement shall be subject to any termination or cancellation rights of 1628 set forth herein. Membership renewals are automatic unless you communicate to 1628 in writing 15 days in advance of the end of the membership term.
#####Article III. Disclosure and Confidentiality
Section 3.01R ight of Disclosure. Notwithstanding anything in this Agreement to the contrary, 1628 reserves the right to disclose any information about you and your membership and use of the Services as 1628 deems necessary to satisfy any applicable law, regulation, legal process or governmental request.
Section 3.02 Confidentiality. You acknowledge and agree that during your participation in and use of the Services you may be exposed to Confidential Information. “Confidential Information” shall mean all information, in whole or in part, that is disclosed by 1628 or any Member or user of the Services or any employee, affiliate, or agent thereof that is nonpublic, confidential or proprietary in nature. Confidential Information also includes, without limitation, information about business, sales, operations, knowhow, 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 1628, any analyses, compilations, studies or other documents prepared by 1628 or otherwise derived in any manner from the Confidential Information and any information that you are obligated to keep confidential or know or have reason to know should be treated as confidential. Your membership and/or use of the Services obligates you: (i) to maintain all Confidential Information in strict confidence; (ii) to not disclose Confidential Information to any third parties; (iii) to not use the Confidential Information in any way directly or indirectly detrimental to 1628 or any other member or user of the Services. All Confidential Information remains the sole and exclusive property of 1628 or the respective disclosing party. You acknowledge and agree that nothing in this Agreement or your membership or use of the Services 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 1628 or any Member or user of the Services.
Article IV.Release; Limitation of Liability; Warranties
Section 4.01 Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,1628 PROVIDES THE SERVICES “AS IS” AND WITH ALL FAULTS, AND HEREBY DISCLAIMS WITH RESPECT TO THE SERVICES 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 PARTICIPATION IN OR THE USE OF THE SERVICES, REMAINS WITH YOU.
Section 4.02 Exclusion of Incidental, Consequential and Certain Other Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL 1628 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 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 1628, AND EVEN IF 1628 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.
Section 4.03 Limitation of Liability 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 1628 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 (USD $10.00). THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING SECTIONS 4.01 AND 4.02 ABOVE) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
Section 4.04 Indemnification. You release, and hereby agree to indemnify, defend and save harmless 1628 and 1628 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 fraud in connection with membership or use of the Services and any action by your employees, agents, or guests. You further agree in the event that you bring a claim or lawsuit in violation of this agreement, you shall be liable for any attorneys’ fees and costs incurred by 1628 or its respective officers and agents in connection with the defense of such claim or lawsuit.
Section 4.05 Non-Disparagement. You shall, during and after the membership or use of the Services, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding 1628 or any of 1628 officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law.
Section 4.06 Non-Solicitation. During this Agreement and for twelve months following, you shall not influence or attempt to influence any person to terminate or modify an employment, consulting agency, the termination of this Agreement or other arrangement with 1628; or employ, retain, or arrange to have another person employ or retain or influence or attempt to influence, any person who is or has been employed, retained, or offered employment by 1628.
Section 4.07 Member’s Representation. 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 this Agreement and no further authorization or approval is necessary. You further represent and warrant that your membership 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. You acknowledge that you are obtaining a membershipor using the Services at your own free will and decision. You acknowledge that 1628 does not have any liability with respect to your access, membership, use of the Services, or any loss of information resulting from such membership or use.
Article V. Miscellaneous
- Section 5.01 Severability. In the event that any portion of this Agreement is determined to be unenforceable, the remaining portions of this Agreement shall be unaffected and shall remain in effect.
Section 5.02Assignment. You may not assign, resell or in any manner transfer to any other person or entity the rights allowed or obligations required by this Agreement. Any transfer or assignment of this Agreement by you shall be void.
Section 5.03 No Waiver. No failure of either party to exercise any power given hereunder or to insist upon strict performance of any provision of this Agreement, and no custom or practice at variance with the terms hereof shall waive, affect, or diminish any right of such party thereafter to demand strict compliance with the terms of this Agreement.
Section 5.04 Governing Law.
This Agreement shall be governed and interpreted under the laws of the State of Ohio.
Section 5.05 Attorney Fees.
You agree to pay all reasonable costs, attorney fees and expenses that shall be incurred by 1628 in enforcing the terms of this Agreement, including the collection of payments required hereunder.
Section 5.06 Negotiation. Each party has had the opportunity to be represented by counsel of its choice in negotiating this Agreement. This Agreement shall therefore be interpreted in accordance with its terms without favor to either party.
Section 5.07 Counterparts and Facsimile/Electronic Signatures.
This Agreement may be executed in counterparts and delivered by email, each of which shall be deemed to be an original, and such counterparts shall, together, constitute and be one and the same agreement.
#####Guidelines for Use
Welcome to 1628 and thank you for joining us.
These Guidelines for Use (“Guidelines”) apply to members and guests. If you are a guest, please sign at the bottom.
The 1628 Staff adheres to strict confidentiality standards and pledges to maintain all your personal records and informationin confidence, unless applicable law requires 1628 to disclose such information. 1628 expects a similar respect for privacy and confidentiality from you. NO CAMERAS/RECORDING DEVICES
You may not use cameras, video or recording devices while at 1628. 1628 reserves the right to confiscate any camera, video or recording device used while on the premises as well as any photos, videos or other recorded images taken at the premises.Pictures of the facility may only be taken or usedby first obtaining written approval from 1628. 1628 TRADEMARK RIGHTS
You shall not use the names, logos, colors, trademarks, service marks, photographs, or other identifying features of 1628(the “1628 Marks”) without obtaining specific prior written approval from 1628.
You hereby expressly recognize that the 1628 Marks are the valid, unique and exclusive property of 1628, its parent, affiliates and/or subsidiaries. You may not produce or create, or authorize others to produce or create, the 1628 Marks for any purpose whatsoever, including, but not limited to, in any communications, marketing, advertising or other promotional materials (including, but not limited to, brochures, flyers, invitations, e-mail messages, etc.) that utilize the 1628 Marks without prior written consent of 1628. PRESS/SOCIAL MEDIA
1628 has a strict no press policy. Youmay not disclose or identify any other members or guests of 1628 in any press or social media, including Facebook, Twitter and on personal blogs. Similarly, you must refrain from identifying or describing any private events occurring at 1628 that have not been publically advertised.
All official media and media requests for 1628 are to be directed to the 1628 Membership Manager. PRIVACY
You must not approach, disturb or solicit other members or guests with whom you are not already personally acquainted. RESPECT
The 1628 Staff is highly trained and here to take care of you while you are working and socializing. 1628 requires that you exhibit a similar level of professionalism and respect towards the Staff, the members, and the guests.
You must be considerate of others when taking phone calls in the 1628 common areas. The upper level, with the exception of the conference rooms, is a quiet zone and no cell phone calls are allowed.
#######AUDIO/VIDEO SOUND Movies, videos, songs, internet calls and presentations must only be played through headphones and should not be audible to the other members or guests occupying the common areas.
#######ATTIRE During the course of the day, others around you may be conducting business or gatherings that require a professional environment. Gym wear is not permitted and shoes must be worn at all times.
#######STORAGE Personal storage cabinets are available to store paperwork, files, office supplies and other personal effects. Coats and luggage are to be stored in the coat closet. Hooks are provided underneath all tables for bags. Contact 1628 Staff with any questions.
#######MAINTENANCE Keep your space neat and free of refuse. Should you notice an area that needs maintenance, please alert 1628 Staff or use the 1628 website to enter a ticket.Please maintain the original location of furniture and artwork. Should you want to have furniture adjusted, contact 1628 Staff.
######CHILDREN VISITORS Children are only permitted during select events. You are responsible for the behavior of any children you bring on the premises.
######ANIMALS Animals are generally not permitted. Service animals are permitted with proof of valid certification.
######ILLEGAL SUBSTANCES You shall not use, ingest, possess or distribute illegal drugs while on premises.
######SMOKING POLICY No smoking is allowed inside the facility at any time. The designated smoking area outside of facility is Piatt Park, directly adjacent to the facility. This complies with the Ohio Smoke-Free Workplace Law.
######FOOD & BEVERAGES Daily food service will be coordinated by 1628 Staff. Charges for catering will be added to accounts of members. You are not allowed to bring in any outside food or beverages, unless a medical necessity.
######DISCIPLINE In the event of any dispute arising as to the meaning or interpretation of these Guidelines, the matter shall be referred to the Membership Manager, whose decision shall be final.
If the Membership Manager considers that your conduct either inside or outside of 1628 premises is, at the Membership Manager’s absolute discretion, contrary to the interests of 1628, 1628 may expel you from the 1628 premises and/or suspend or terminate your membership.An expelled member or guest may not return to 1628.
######GROUNDS FOR IMMEDIATE EXPULSION
1.Conduct that is prejudicial to the reputation and character of 1628, such as violent or abusive behavior;
2.Communication of information concerning 1628’s facility, affairs, members or guests to the media;
3.Removal, damage or destruction of any property belonging to 1628, 1628 Staff, members or guests;
4.Carrying a firearm or other weapon on the premises;
5.Spamming, spimming or sending of duplicative or unsolicited message while on the 1628 premises (commercial or otherwise);
6.Publishing or posting any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through 1628 servers;
7.Uploading, or otherwise making 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 by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same;
8.Uploading 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; 9.Downloading any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner; or 10.Failing to adhere to any of the Guidelines.
######LIABILITY OF 1628 1628, 1628 Staff and/or agents shall not be liable to you for any loss, damage or injury suffered by you or your property however caused, except for death or personal injury to a member or guest caused by the negligence of the 1628, 1628Staff and/or agents. This is not intended to affect any mandatory rights you have under local law that we cannot legally restrict or exclude.
I have read and agree to adhere to these Guidelines in consideration for being allowed to use the premises and services at 1628.