SPACEUS MEMBERSHIP AGREEMENT
DATE OF LAST MODIFICATION: 8 JANUARY 2019
Welcome! We are so excited to have you as a Member of our community. This Membership Agreement (the “Agreement”) is made by and between you (hereafter referred to as “You” or “you” or “Member” or “member”) and Spaceus, Inc., (”Spaceus”, “company”, “we”, “us”, or “our”). If you are joining on behalf of an organization, company, or another legal entity, “you” shall refer to both you and the entity. The Agreement governs your access to and use of the Spaceus website (“Site”) and the services offered to you by any of our physical locations (“Services”).
Spaceus and Member hereby agree that Spaceus will provide to the Member a membership to the shared Spaceus premises (hereafter referred to as “Premises”) located at 11 First Street Cambridge, Massachusetts 02141. This Agreement is a membership contract and is not a lease nor any other form of tenancy agreement. This Agreement is not an employee or subcontractor agreement; you are not an agent nor an employee of Spaceus.
Please read this Agreement in its entirety. By either (i) clicking an “Accept” or similar button, or (ii) checking a box captioned with acceptance language, or (iii) using the Premises in a manner consistent with Membership definitions, you acknowledge that you have read and understood the Agreement in its entirety, that the information you provide is true and accurate, that you are eligible to be a member, and that you agree to be bound by these terms.
The Spaceus Membership Agreement constitutes the entire agreement between you and Spaceus and supersedes all prior oral and written communication.
2. Spaceus Membership Agreement, Payment and Fees
2.1 Membership Definitions:
2.2. Membership Payment and Periods. The monthly membership fee will be charged to you when you complete this Agreement by either (i) clicking an “Accept” or similar button, or (ii) checking a box captioned with acceptance language, or (iii) using the Premises in a manner consistent with Membership definitions. The monthly fee will cover the use of that Membership for one calendar month (i.e. the period of time between the same dates in successive calendar months). Monthly payments are due within 14 days of invoice receipt. Monthly payments received after 14 days will be subject to a $50 late fee.
2.3. Automatic Renewal. Unless you notify Spaceus (7) days before the end of the applicable monthly membership period that you want to cancel or change your membership, your membership will automatically renew and you authorize us to collect the then-applicable monthly subscription fee using any credit card or other payment mechanism we have on record for you. Memberships can be canceled by emailing email@example.com.
2.4. Term. Memberships are month-to-month. If you choose to terminate your membership after the date of auto-renewal, you will be charged $100 late cancellation fee.
2.5. We may change or add fees associated with the membership at our sole discretion. Members will be notified of any and all changes to membership fees via the Member email address provided.
2.6. Damages to Spaceus Premises: You may be held liable for, and hereby allow Spaceus to charge you for, incidental damages, plus consequential damages to our Premises that you and/or your Guests and/or Visitors cause.
3. Spaceus Membership Terms and Conditions
3.1. Your Spaceus Membership
3.1.a. Member restrictions: Spaceus memberships are available for everyone over the age of 18. Your Spaceus membership is solely for you. Your membership cannot be shared with, assigned, or transferred to others.
3.1.b. Access: The Member is granted access to and use of the Premises only during the dates and hours they have been charged and paid for.
3.1.c. If you see non-member Guests wandering in the building during store operating hours, escort them to or alert a Spaceus employee.
3.1.d. Theft of Personal Property: Spaceus is not responsible for loss or theft of personal property. You are exclusively responsible to insure your work and property. Before the termination of your membership, or upon the relocation of the studio, members must retrieve and remove their personal belongings from the space. In the event that personal items are not removed within a reasonable timeframe, Spaceus will be entitled to dispose of the property and the member will be charged for related costs.
3.1.e. Guests and Visitors: Non-member Guests and Visitors are permitted at the Premises so long as they do not interfere with other members. Spaceus reserves the right to remove Guests and Visitors at our sole discretion. Guests are defined as individuals (accompanied by Spaceus Members) who stay at the Premises in excess of one hour. Visitors are defined as individuals (accompanied by Spaceus Members) who stay at the Premises for less than one hour. We welcome guests and visitors, but do not want them to interfere with the work of others. To that end, the Member must notify Spaceus at least 24 hours in advance of any guests or visitors who are stopping by the Premises via email at firstname.lastname@example.org. Spaceus reserves the right to waive the 24 hour notice based on our discretion. Spaceus reserves the right to limit the number of Guests and/or Visitors a Member brings into the Premises at our discretion. If we ask for you to invite your Guest or Visitor to leave, you are responsible for ensuring they do so in a timely manner. Members are fully liable and responsible for their Guests and Visitors and their actions. Guests and Visitors must be accompanied by their host Member at all times. Guests and Visitors must abide by the Spaceus Community Policy.
3.1.f. Membership termination: We may terminate your membership at our sole discretion. Termination may be immediate and with no notice. You may or may not be eligible for a refund at our sole discretion. If you would like to cancel your membership, please deliver a handwritten notice to a Spaceus staff member. To avoid being charged for an additional month, members paying monthly membership fees should hand deliver the notice at least seven calendar days before the date of automatic renewal, as defined above. Upon termination of a membership, the Member must vacate the Premises in a timely manner.
4. The Premises
4.1. The Premises are the physical space that you have access to on the dates during your during your active membership period. The Premises are located at 11 First Street Cambridge MA 02141.
4.2. The Premises are an open and communal environment. Welding, working with fire, or working with materials that create noxious fumes or airborne particulate matter is not permitted. If you have questions about whether a type of work is permitted, contact email@example.com before use. Drilling or mounting into, painting, or otherwise damaging the building’s interior and exterior is not permitted at the Premises.
4.3. Surveillance: We collect surveillance footage from the Premises to identify individuals who may have caused damage to the Premises, artworks, other members, customers, or guests, and to understand how an action led to this result. Spaceus will keep this information indefinitely.
4.4. Physical keys may be given to members. In the event that a member loses the key given to them, they will be charged $25 for replacement.
4.5. In the event that Spaceus is required to vacate the Premises, we reserve the right to terminate your membership, and members will be required to vacate the Premises.
4.6. Spaceus reserves the right to photograph and record video footage (with and without sound) for publicity, marketing, and research purposes. During regular working hours, we will make every effort to ask members and guests in the frame for their permission before photographing or recording video footage. Objects, items, equipment, and Artworks may also be photographed, whether or not the owner is present. Please store away, conceal, or take with you any such items you do not wish to have photographed. In addition, community events hosted at the Spaceus Premises may be photographed and filmed. You consent that your likeness may be captured in photographs and/or on film and distributed on public-facing channels. Members and guests reserve the right to opt out of this.
4.7. Written media: We reserve the right to use your name and/or quotes in print or in any other public-facing media. Members and guests reserve the right to opt out of this.
5. Liability & Insurance
5.1. You are using Spaceus facilities at your own risk and of your own free will. Spaceus does not have any liability with respect to your use of the facilities.
5.2. Members are required to hold, and be able to provide documentation certifying, the following insurance: General liability insurance and Property insurance
5.3. You must indemnify us in full and hold us harmless. You waive all rights and claims that you might have against Spaceus and Spaceus employees, as well all associated parties, including but not limited to landlords, brokers, agents, and employees.
5.4. You indemnify us against any loss, damage, or cost (inclusive of all legal costs on a full indemnity basis) incurred by us arising out of your use of the Premises and any of the services Spaceus is providing to you.
5.5. You indemnify us against any third-party claims (inclusive of all legal costs on a full indemnity basis) arising out of your use of the Premises and any of the services Spaceus is providing to you.
5.6. Spaceus is not liable for the actions of others. If a dispute arises between members, we are not responsible nor obligated to engage or mediate in any way.
5.7. Spaceus is not liable for any third-party products or services. Spaceus making available of third-party products or services does not constitute endorsement or provision of those products or services.
5.8. Services are provided “AS IS” and without warranties or any kind, express or implied.
6. Spaceus Community Policy
6.1. Spaceus is a diverse community of members and guests. In order to support a healthy, welcoming, and creative community, members and guests must abide by the following norms, which will be physically posted at the Premises:
6.1.a. Be tolerant. Spaceus aims to create a diverse community. In both in-person and electronic communication, please be tolerant of all, and be respectful of everyone’s choices, opinions, and needs.
6.1.b Be kind, courteous, and respectful. Please be courteous and aware of other members in the space and consider their mental and physical health as you work. Keep noise levels at a minimum unless you have the explicit permission and consent of all those around you. Do not expose people to harmful chemicals or particles.
6.1.c. Guest Policy. We welcome your guests and collaborators to Spaceus Premises. We ask that you are mindful of the needs of other members and ask that your guest not obstruct the ability of other members to use the space.
6.1.d. Clean up after yourself. We want to create a space that encourages creativity and community. In order to do this safely, we ask that you clean up after yourself and leave communal working areas in a condition that supports and respects others’ work.
6.1.e. Be present and participate. We are trying to build a community and will rely on you to help cultivate this collective experience. To this end, we want you to be present, to create, and to participate. If you intend be absent for long stretches of time, we request that you let us know by sending an email to firstname.lastname@example.org.
6.1.f. Respect the building. Please do not abuse or damage the building in any way. Dispose of all materials responsibly.
6.1.g. Be open to meeting new people and having new experiences. We realize that it’s easier to meet and interact exclusively with those who are similar to you and have the same interests. At Spaceus, we hope to create room for new types of interactions and more diverse communities. We hope to cultivate this in all that we do and invite you to be open to these new types of interactions.
6.1.h. Intellectual Property. You agree that the Services contain proprietary content, information, and material protected by applicable intellectual property and other laws, including but not limited to copyright, trade secret, and trademark laws. You further agree that all such intellectual property, including Spaceus' business methods, customer lists, facility design, and name, belongs to Spaceus. Except with the prior written consent of Spaceus, you shall not use, modify, reproduce, distribute, create derivative works of, download, store, transmit, or otherwise use any of our intellectual property. Any unauthorized use of our intellectual property is strictly prohibited and violates intellectual property and other laws.
6.1.i. Covenant Not to Compete. You agree that at no time during the term of your membership at Spaceus will you engage in any business activity which is competitive with the company nor work for any company which competes with the company.
6.1.j. The Spaceus community is responsible for holding one another to these norms. Failure to abide by these norms may be grounds for termination.
6.1.k. Spaceus reserves the right to change these policies as needed and with sufficient notice to members.
7. Governing Law & Arbitration
7.1. The Spaceus Membership Agreement and your relationship with Spaceus will be governed by the law of the State of Massachusetts, USA.
7.2. All dispute, controversy, or claim arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the American Arbitration Association applying Massachusetts law.
8. Updating terms and conditions. The Membership Agreement may, at our sole discretion, be revised and updated in writing by us. The date of the last modification is posted at the top of the Membership Agreement. If we make material changes to the Agreement, we may notify you by sending an email to the last email address you provided to us and/or by prominently posting notice of the changes at the Premises. You agree to review the Terms and Conditions periodically to ensure that you are familiar with the most recent version. If the changes are not acceptable to you, your only recourse is to terminate your membership. By continuing to use your membership after changes are made, you are agreeing to the changes.
9. Severability. In the event that any part of the Spaceus Membership Agreement is invalid, void, or for any reason unenforceable, that term will be deemed severable and limited or eliminated to the minimum extent necessary. The limitation or elimination of the term will not affect any other terms.
10. Waiver. If we do not enforce any part of these Terms, it does not mean we give up the right to later enforce that or any other part of these Terms.
11. Comments, Concerns and Complaints. All feedback, comments, requests for support and other communications relating to the Membership Agreement should be directed to: email@example.com.