General Terms and Conditions

ACCEPTANCE OF TERMS The services CoOp Exchange Coworking (“CoOp Exchange ”) provides to you are subject to the following Terms and Conditions (“T&C”) as well as the House Rules (Appendix A). CoOp Exchange reserves the right to update the T&C at any time without notice. CoOp Exchange membership application and approval does not create a tenancy but simply a prepaid usage licence to use the provided amenities on a monthly or casual basis.

These Terms, which are binding, reflect the spirit and nature of the CoOp Exchange community and encourage cooperation among our Members, and the smooth operation of CoOp Exchange. CoOp Exchange is committed to fairness, transparency, respect and flexibility in our work and interaction between Members within our community.

DESCRIPTION OF SERVICE CoOp Exchange may provide you with access to workstations, Internet access, office space, office equipment, conference space, knowledge resources, and other services (collectively, "Services"). The Services at all times are subject to the T&C and the House Rules.We’ll do our best to provide the services we currently offer, and more, but you understand and agree that they may, and will likely, change from time to time.

NO UNLAWFUL OR PROHIBITED USE You will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions and any future notices. You may not use the Services in any manner that could damage, disable, overburden, or impair any CoOp Exchange server, network, and/or internet access 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 CoOp Exchange server, network, and/or internet access 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 these terms and conditions and no further authorization or approval is necessary. You further represent and warrant that your participation in 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.

USE OF SERVICE 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, spimming 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 The Coworking Space 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 House 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. Additionally, you agree that when participating in or using the Services, you will: Be fully responsible for the actions of your guest while in CoOp Exchange. This includes ensuring that they comply with all terms within this agreement and the House Rules.

Be responsible for notifying CoOp Exchange of any damage caused within CoOp Exchange . Be responsible for repairing or replacing any damage caused by you or your guest to the CoOp Exchange space that is not deemed to be regular wear and tear. If damage is not repaired or replaced by the member, CoOp Exchange will repair or replace the damage and will pass the full cost of the repair or replacement on to the member during the following monthly invoice.

COMMUNICATIONS Members agree to receive email from CoOp Exchange at the email address they provided during the membership sign-up process. By using CoOp Exchange Services or providing personal information (as defined in the Personal Information Protection and Electronic Documents Act) to CoOp Exchange, the member agrees that CoOp Exchange may communicate with them electronically. If a member does not wish to receive certain types of electronic communication, please notify the CoOp Exchange immediately. If CoOp Exchange learns of a breach to information security, CoOp Exchange may attempt to notify members electronically by posting a notice or sending an email to the membership.

RENEWALS AND TERMINATION Our membership sign-ups, invoicing, and termination are all processed through Nexus. By using CoOp Exchange, you are also agreeing to CoOp Exchange terms of use. This Agreement is automatically renewed at the end of each month with consent of each party. Membership periods begin to run on the date your membership is accepted by CoOp Exchange. Billing occurs on the first day of every month, members starting midway through the month will pay on a prorata basis for their first month, and will move the payment on the 1st of the month for all following months.

Access to the CoOp Exchange space and provided amenities (including boardrooms) is provided according to the membership type selected. Each membership provides a specified amount of coworking space access and boardroom booking credits. Access and credits are renewed monthly with the membership renewal. Unused coworking space access and/or boardroom booking credits are not carried forward into future months.

The T&C must be adhered to at all times. Failure to follow T&C or House Rules can result in non renewal or even early termination of the usage license. CoOp Exchange reserves the right to terminate any Service at any time, immediately and without notice, if you fail to comply with the T&C, including but not limited to termination for non-payment or violation of the space rules. If this happens, CoOp Exchange will refund any amounts paid for unused periods that remain after deducting any outstanding charges, on a prorate basis. Members may terminate this Agreement by giving a written notice of termination as outlined in this Agreement. Written notice to terminate shall be given by the member no less than thirty (30) days prior to the desired termination date. Should Member not provide timely notice of termination to CoOp Exchange 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.

Termination will take effect as of the desired termination date, with the following conditions: provide a minimum 30 days written notice to CoOp Exchange ; complete the CoOp Exchange ‘Exit’ survey; remove all belongings from the space; and pay all outstanding balances for membership and variable fees. Once these are complete your membership will be fully cancelled.

INVOICING AND PAYMENT The member is automatically invoiced on the first day of the month based on their membership option. Also included will be any variable charges such as non-included boardroom usage or snack consumption 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 paid on the day of use unless other arrangement have been made with CoOp Exchange.

COOP EXCHANGE RESERVES THE RIGHT AT ALL TIMES TO DISCLOSE ANY INFORMATION ABOUT YOU Your participation in and use of the Services as CoOp Exchange 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 CoOp Exchange sole discretion. If the nature of your business or otherwise is such that it would be harmful to disclose certain information about you or your business, it is your obligation to ensure that CoOp Exchange is made fully aware of the issue.

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 CoOp Exchange or any other member or user 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 CoOp Exchange, any analyses, compilations, studies or other documents prepared by CoOp Exchange 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 use the Confidential Information in any way to directly or indirectly undermine CoOp Exchange or any member or user of the Services.

All confidential information remains the sole and exclusive property of CoOp Exchange 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 or proprietary rights of CoOp Exchange or any member 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 CoOp Exchange 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 laws of the courts of Newfoundland and Labrador, CoOp Exchange 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 of, 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 CoOp Exchange 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 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 CoOp Exchange , and even if CoOp Exchange 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 The Coworking Space 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 CoOp Exchange , or any of CoOp Exchange 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 CoOp Exchange and CoOp Exchange 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 CoOp Exchange or its respective officers and agents in connection with the defense of such claim or lawsuit.

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 CoOp Exchange carries Liability and Business Personal Property insurance. As a user, you are not required but it is strongly suggested that you carry a Renters Insurance policy to cover your own equipment while using our space. That policy may cover your current residence/office, as well as the premises of CoOp Exchange .

CoOp Exchange Coworking Crown Pointe 25900 Greenfield Rd- Ste. 326 Oak Park, Michigan 48237

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