- Acceptance of Terms.
HRA Vibe reserves the right to update the TOU at any time. HRA Vibe will attempt to contact you to notify you of any updates within 30 days of their enactment using the contact information provided in the Agreement.
- Description of Services.
HRA Vibe may provide you with access to office space, workstations, Internet access, office equipment, conference space and other services as HRA Vibe may provide from time to time (collectively, “Services”). The Services at all times are subject to the TOU.
- No Unlawful or Prohibited Use.
As a condition of your use of the Services, 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 HRA Vibe server, or the network(s) connected to any HRA Vibe 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 HRA Vibe 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.
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 TOU 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.
- 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 message (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 HRA Vibe;
- Upload, or otherwise make 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;
- 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, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another.
- Download any file(s) 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 of other guidelines which may be applicable for any Service
- Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party;
- Violate any applicable laws or regulations; and
- Create a false identity for the purpose of misleading others.
- HRA Vibe always reserves the right to disclose any information about you, your participation in and use of the Services as HRA Vibe 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 HRA Vibe’s sole discretion.
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 Hamilton Realty Advisors, or any participant 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, know-how, 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 HRA Vibe, any analyses, compilations, studies or other documents prepared by HRA Vibe or otherwise derived in any manner from the Confidential Information and any information that you are obligated 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 directly or indirectly detrimental to HRA Vibe, or any participant or user of the Services.
All Confidential Information remains the sole and exclusive property of HRA Vibe or the respective disclosing party. You acknowledge and agree that nothing in this TOU 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 HRA VIBE, 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 HRA Vibe 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 applicable law, HRA Vibe 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, 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.
- Exclusion of Incidental, Consequential and Certain Other Damages.
To the maximum extent permitted by applicable law, in no event shall HRA Vibe 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 or 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 HRA Vibe, and even if HRA Vibe 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.
- 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 HRA Vibe 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 TOU 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 8 and 9 above) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
- Payment Terms.
- Upon submitting a signed and completed Membership Agreement, and Agreement Deposit, you will deliver to us the monthly fee contained in your Membership Agreement (the “Member Fee”) for the first month without demand, prorated as of the number of days remaining in such month. Afterward, you will pay the Member Fee monthly, in advance, on the first day of the month. Should the Member not fulfill their obligations per this Agreement, including paying the first monthly fee within seven business days of the first Pay Date listed in this Agreement, the Agreement Deposit shall be forfeited.
- You agree to pay the monthly fee via an Automated Clearing House (ACH) debit transaction, other preauthorized electronic fund transfer, or major credit card. You are responsible for paying any fees of your financial institution associated with the preauthorized payment.
- Upon your breach of this Membership Agreement, in addition to any other rights which HRA Vibe may have, any discounts which you have been granted will automatically terminate, and all monthly fees for the duration of the original Agreement shall be due to HRA Vibe.
HRA Vibe reserves the right to terminate any Service at any time. HRA Vibe further reserves the right to terminate your participation in and use of any Services, immediately and without notice, if you fail to comply with the TOU.
You release, and hereby agree to indemnify, defend and save harmless HRA Vibe and it’s 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 attorneys’ fees and costs incurred by HRA Vibe or its respective officers and agents in connection with the defense of such claim or lawsuit.
If any provision or portion of this TOU is determined to be invalid, illegal, or unenforceable for any reason, in whole or in part, the remaining provisions of this TOU shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.
HRA Vibe will carry General Liability insurance. As a user, 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 HRA Vibe.
- Collaboration and Mutual Respect.
We encourage our members to collaborate, share ideas and provide advice. However, members may NOT spend a large part of their time at the Premises directly soliciting other members as this could result in cancellation of your membership. All members, guests and other users of the Services must abide by the following rules and requirements:
- Every person using HRA Vibe Services must be a paid member. Exceptions are limited to:
- Drop In passholders;
- non-members who may use HRA Vibe Services when they are meeting HRA Vibe members at the Premises for business-related meetings; and
iii. non-member attendees of special events in the Premises. Members are accountable for the conduct of their guests. Members must immediately notify HRA Vibe of any additional usage of the Services beyond that designated in their current Membership Agreement. HRA Vibe reserves the right to refuse access to any persons, including Members, that HRA Vibe in good faith judges to be a threat to the safety, reputation, or property of the Premises and its occupants.
- HRA Vibe access is obtained only from HRA Vibe, at your cost, and are NOT transferable. You are not authorized to copy or to give out your access code to anyone else for any reason. HRA Vibe may cancel your membership if we discover that you have violated this rule.
- Please keep the kitchen area clean. Please wash and dry your cups, glasses and dishes. Please take care of your guests’ items as well.
- Please label and date all food and beverages you put in the refrigerator. HRA Vibe reserves the right to throw anything in the refrigerator away that should be thrown out, in our judgment at the end of each week.
- Discrimination toward and harassment of others are prohibited in the Premises. HRA Vibe has a zero-tolerance policy for any remarks or behavior that fails to respect the dignity and feelings of any individual in or from the Premises. We recommend that all employees of all HRA Vibe member companies take a class on the problem of workplace harassment.
- You agree to keep your workspace clean and orderly and to remove all trash, packaging and boxes from your workspace or common space frequently.
- You may not re-sell or donate your conference room time to any non-member or to groups having non-members.
- Please clean up after using a conference room. If you re-arrange the furniture in the conference room, please return it to the original set-up when you’re finished. Please erase the white boards after use.
- HRA Vibe facilities are smoke, tobacco, and illegal substance free. You, your employees and invitees may not smoke, vape, chew tobacco or carry lighted cigars or cigarettes EXCEPT in areas reasonably designated by HRA Vibe and allowed by applicable law and government agencies as smoking areas.
- You may not bring upon, use or keep in the Premises or the Building, any inflammable, combustible or explosive material, or use any method of heating or air conditioning other than that supplied by HRA Vibe.
- Upon the termination of Services, you will deliver to HRA Vibe all keys, key cards, openers and passes for doors which have been furnished to you.
- You will (and will cause your Authorized Users to) use reasonable efforts to cause all doors and gates to the Premises that you have opened to be closed and securely locked before leaving the building. You and the other members assume full responsibility for protecting the Premises from theft, robbery and pilferage, which includes keeping doors locked and other means of entry to the Premises closed and secured.
- Except with the prior written consent of HRA Vibe, you will not sell or cause to be sold any items or services in the Premises, nor will you carry on or permit or allow any employee or person to carry on the business of machine copying, stenography, typewriting or similar business in or from the Premises for the service or accommodation of occupants of any portion of the building without written consent of HRA Vibe.
- You will (and will cause your Authorized Users to) not install in, affix to, or bring into the Premises any furniture, fixtures, or equipment. You will (and will cause your Authorized Users to) not place graffiti on or deface the walls, partitions or other surfaces of the Premises or the Building.
- On Saturdays, Sundays, federally observed holidays and on other days during certain hours for which the building may be closed after normal business hours, access to the building or to halls, corridors, elevators, stairwells will be controlled by HRA Vibe using a key card system. This system will verify all persons seeking access to the building using proper identification to determine if they have rights of access to the Premises. HRA Vibe will in no case be liable for damages wherein admission to the building has not been granted during abnormal hours by reason of your failing to properly identify yourself using a key card, or through the failure of the building to be unlocked and open for access by you, your employees and general public. Nothing contained herein will obligate HRA Vibe to provide such key card system or to make HRA Vibe liable for any act or omission or failure of such system and the key cards which may be provided.
- You will (and will cause your Authorized Users to) not change locks or install other locks on doors without the prior written consent of HRA Vibe.
- You will (and will cause your Authorized Users to) not damage or inappropriately use any toilet rooms, plumbing or other utilities. You will give prompt notice to HRA Vibe of any accident or damage to or defects in electrical, plumbing, mechanical, telecom, heating, ventilation and air conditioning, or other systems or apparatus known to you so the same may be attended to properly.
- As a courtesy to Members, HRA Vibe will accept packages on Member’s behalf that are delivered in Member’s absence to the Premises. Member hereby authorizes HRA Vibe’s representatives to accept on Member’s behalf any packages that are addressed to Member and delivered to the Business Office due to Member’s absence and agrees to hold HRA Vibe and such representatives harmless for signing for receipt of such packages and for any loss of or damage to the packages.
- You will not make or permit any noise or odors that annoy or interfere with other members or persons having business in the Premises. You will (and will cause your Authorized Users to) not bring anything in or around the Premises or Building that is excessively heavy or that causes excessive vibration in any part of the building.
- Neither you nor your Authorized Users will keep animals or birds in the Premises nor bring motorcycles, motor scooters, mopeds, bicycles, scooters, skateboards or other modes of transportation into areas not designated for them.
- You will not employ any service or contractor for services or work to be performed in the building, except as approved by HRA Vibe.
- If you plan to have guests meet you inside of HRA Vibe, please inform the front desk of your guest’s full name and expected time of arrival.
- You will (and will cause your Authorized Users to) comply with all safety, fire protection and evacuation regulations established by HRA Vibe, the owner of the building or any applicable government agencies.
- As a member or Drop In user of HRA Vibe, you understand that you will be responsible for any damages that occur as a result of you or your guests.
I hereby acknowledge that I have read and understood all the terms and conditions contained in this TOU and further agree to be bound to the TOU regarding my participation in and use of the Services.