Acceptance of Terms: Element Cowork will provide commercial space located at 215 Alexander Street, Suite 1, Rochester, NY and 890 Westfall Road, Suite C, Rochester, NY and to be used as a Coworking Space, referred to hereafter as “Element Cowork”. Upon your execution of the within Agreement, you shall be allowed to use Element Cowork, subject to the following Terms and Conditions (T&C). Element Cowork reserves the right to update the T&C at any time without notice to you.Element Cowork membership application does not create a tenancy but a prepaid usage license to use the provided amenities on a monthly or casual basis.
Description of Services: Element Cowork may provide you with access to office space, workstations, Internet access, office equipment, conference space, knowledge resources, and other services (collectively, "Services"). The Services at all times are subject to the T&C. No Unlawful or Prohibited Use You will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions and notices. You may not use the Services in any manner that could damage, disable, overburden, or impair any Element Cowork’s server, or interfere with any other party’s use and enjoyment of any Services. You may not attempt to gain unauthorized access to any Services, or accounts, computer systems or networks connected to any Element Cowork server or to any of the Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services, nor should you post or download files that you know or should know are illegal or that you have no rights to. 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 T&C and no further authorization or approval is necessary. You further represent and warrant that your participation 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. In the event of a breach of the terms and conditions of this section, your use and/or participation at Element Cowork shall be terminated, immediately. Use of services You agree that when participating in or using the Services, you will not:
- Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise);
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
- Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through Element Cowork servers.
- Upload, or otherwise make available, file that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as a limitation, copyright, 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.
- Use any material or information, including images or photographs, which are made available through the services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party;
- Upload files that contain viruses, Trojan Horses, Worms, time bombs, candlebots, corrupted files, or any other similar software or programs that may damage the operation of another computer or property of another coworker.
- Download any file that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and or/distributed in such manner.
- Restrict or inhibit any other user from using and enjoying the Services.
- Violate any code of conduct or other guidelines which may be applicable for any particular Service (including the Building Rules).
- Harvest or otherwise collect information about other, including email addresses, without the authorization or consent of the disclosing party.
- Violate any applicable laws or regulations; or
- Create false identity for the purpose of misleading others. In the event of a breach of the terms and conditions of this section, your use and/or participation at Element Cowork shall be terminated, immediately. Renewals and Terminations: This Agreement is automatically renewed at the end of each period with consent of each party. The T&C must be adhered to at all times. Failure to follow T&C can result in non-renewal or even early termination of the usage license. Element Cowork reserves the right to terminate any Service at any time, immediately and without notice, if you fail to comply with the T&C. This includes non-payment or violation of the space rules. If this happens, Element Cowork will refund any amounts paid for unused periods that remain after deducting any pending charges, on appropriate basis. Members may terminate this Agreement by giving a written notice of termination as established in this Agreement. Termination shall be in effect as of the end of that calendar month. Should Member not provide timely notice of termination to Element Cowork then the Membership Period shall continue to the end of the following calendar month and the service fees for that calendar month shall be payable. Invoicing and Payment: The member is automatically invoiced monthly in advance based on their membership option. Also included is any variable charges such as printing usage that may have been incurred during the previous period. Payment is required at the beginning of the month for that period, at the date specified in the invoice. Payment for casual usage is either paid on the day of use unless other arrangements have been made with Element Cowork. Element Cowork reserves the right at all times to disclose any information about you. Your participation in and use of the Services as Element Cowork 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 Element Cowork sole discretion. Confidentiality: You acknowledge and agree that during your participation in and use of the Services you may exposed to Confidential Information. "Confidential Information" shall mean all information, in whole or in part, that is disclosed by Element Cowork or any participant of used of the Services or any employee affiliate, or agent thereof, that is non-public, confidential or proprietary in nature. Confidential information also includes, without limitation, information about business, sales, operations, know-how, trade secrets, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of Element Cowork, any analyses, compilations, studies or other documents prepared by Element Cowork or otherwise derived in any manner from the Confidential Information that you are obliged to keep confidential or know or has reason to know should be treated as confidential. Your participation in and/or use of the Services obligates you to;
- maintain all Confidential Information in strict confidence;
- not to disclose Confidential Information to any third parties;
- not to sue the Confidential Information in any way directly or indirectly determined to Element Cowork or any participant or user of the Services. All confidential information remains the sole and exclusive property of Element Cowork or the respective disclosing party. You acknowledge and agree that nothing in this T&C or your participation 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 proprietary rights of Element Cowork or any participant or user of the Services. Participation in or Use of Services: You acknowledge that you are participating in or using the Services at your own free will and decision. You acknowledge that Element Cowork does not have any liability with respect to your access, participation in, use of the Services, or any loss of information resulting from such participation or use.
Disclaimer of Warranties: To the maximum extent permitted by the applicable law,, Element Cowork provides the Services “as is” and with all faults, and hereby disclaim with respect to the services 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 services, remains with you. Exclusion of Incidental, Consequential and Certain Other Damages: To the maximum extent permitted by the applicable law, in no event shall Element Cowork 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 Element Cowork, and even if Element Cowork has been advised of the possibility of such damages. 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 Element Cowork 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 T&C and your exclusive remedy for all of the foregoing shall be limited to actual damages incurred by you based on reasonable reliance up to [enter amount]. The foregoing limitations, exclusions and disclaimers, including the previous sections) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose. Non-Disparagement: You 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 Element Cowork, or any of Element Cowork officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law. Indemnification: You release, and hereby agree to indemnify, defend and save harmless Element Cowork and Element Cowork 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 the participation in or use of the Services. You further agree in the event that you bring a claim or lawsuit in violation of this agreement, you shall be liable for any attorney fees and costs incurred by Element Cowork or its respective officers and agents in connection with the defense of such claim or lawsuit. General Liability Release: In consideration of Lime Creative, LLC allowing (“Member(s)”) parties listed above to use and occupy Element Cowork, Member does hereby remise, release, and forever discharge CSA, BIC and CNP, of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, and any and all claims, demands and liabilities whatsoever of every name and nature, both in LAW and in EQUITY, which against the said Lime Creative, LLC, or its heirs, successors, assigns, agents, and servants Member may now have or ever had from the beginning of the world to this date, and more especially on account of Member’s use of Element Cowork and any loss, injury or theft associated therewith. Occupant is aware of the risks associated with the use of Element Cowork, and does hereby expressly assume and consent to the same. Member(s) is/are aware that this Agreement creates legally binding obligations and, therefore, has had the chance to review the same, prior to its execution, with the Attorney of their choice. This agreement shall be governed in accordance with the Laws of the Commonwealth of Massachusetts. Severability: In the event that any provision or portion of this T&C is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this T&C shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law. Insurance Element Cowork carries Liability and Business Personal Property insurance. As a user, you are not required but it is strongly suggested that you carry an Insurance policy to cover your own equipment while using our space. Additional Responsibilities:
- Parking is available in the lots and on the street (Alexander location only) and first come first serve in the adjacent parking lot with the exception of reserved spaces.
- Element Cowork is a non-smoking facility. Smoking inside the facility is strictly prohibited.
- Members are allowed to bring guests. However, they must register and if they are participating in regular use of the facility may be required to get an additional membership.
- When using counter space, meeting rooms or other resources or areas of or in the facility it is required that you return them original configuration or condition or better once completed with use.
- Storage of equipment or personal property is only allowed with permission of the facility manager and Element Cowork will not be held responsible if such items are damaged or missing. Amenities:
- Element Cowork offers free wifi to members and guests. For a password see the facility manager. The password is subject to change from time to time.
- Element Cowork offers use of coffee makers or refrigerator space for lunches and food consumption. In addition filtered water is available free of charge.
- Some Memberships or designated individuals may allow after hours use or may be granted keys or codes to independently enter the facility. This will require agreeing to follow a facility lockup agreement and a walkthrough of the process prior to access being granted. In addition the member individual will take full responsibility for any damages caused by neglect or abuse.