Terms and conditions

General Terms and Conditions

  1. Overview. These Terms and Conditions (these “Terms”) describe your rights and obligations in connection with your receipt and use of the services provided by NEWORK Space, LLC (“NEWORK”) relating to your membership or guest access with NEWORK or other services provided by NEWORK to you from time to time (the “Services”, as further described below).

Please read these Terms carefully, as they affect your legal rights. Among other things, these Terms include your agreement that except for certain types of disputes described in the “Governing Law; Arbitration and Class Action Waiver” section below, you agree that disputes between you and us will be resolved by binding, individual arbitration and you waive your right to participate in a class action lawsuit or class-wide arbitration. If you have any questions about these Terms, please contact us at [email protected]. By using the Services, you are agreeing to abide by and be bound by these Terms.

  1. Who You Are. References to “you,” “your” and similar words in these Terms refer to the individual or entity registering for any Services and agreeing to be bound by these Terms. If you are entering into these Terms on behalf of an entity, you represent and warrant that you have all necessary right, authority and consent to bind such entity to these Terms.

  2. Scope of Services. For the avoidance of doubt, references to “Services” in these Terms refer to your access to and use of our member community, member-only events and programs, and physical space at 14 North Park Place, Newark, Ohio (our “Premises”) and certain other related services and features we provide. Some features of the Services may be subject to Additional Terms, which will be posted with those features or otherwise communicated to you. We will consider your use of those features your acceptance of the applicable Additional Terms, and those Additional Terms will be incorporated in these Terms by this reference.

  3. How We Might Change Our Services or These Terms. The availability and scope of the Services are subject to change from time to time in our sole discretion. Without limiting the generality of the foregoing, you acknowledge that our Premises, and the Services we may offer, are also subject to change from time to time. From time to time, we may also make modifications, deletions or additions to these Terms and will provide you with notice of changes to these Terms or to Services that apply to you, by emailing the last email address provided by you in your profile or by posting a notice on our website. Most changes will be effective immediately upon notice, except that pricing and fee changes will be effective upon your next subscription period. If you don’t agree to the changes, you may cancel your membership or guest access at any time, but note that there are no refunds for early cancellation.

Creating Your Membership or Guest Access 5. Qualification for Use of Services. The Services are available to members and guests who are at least 18 years old, unless we otherwise approve. You agree to provide us with accurate and complete information about yourself when you register with us and as you use the Services.

  1. Passwords and keycards. Don’t reveal your account password or transfer your keycard or other access device or credentials to anyone else (or let them use your account), and don’t make any copies of any keys, keycards, or other means of entry to our Premises (each, an “Access Device”). You are responsible for maintaining the confidentiality of your password and security of your Access Device. You must promptly notify us if you suspect your password or Access Device has been compromised. Access Devices remain our property, and you must return them immediately upon termination or expiration of your membership or guest access. You may be charged a replacement fee for any lost or damaged Access Devices.

  2. Linking to a Company. During the registration process, you may identify a Company (defined below) with whom your profile is associated. Alternately, your individual profile may have been created by an authorized representative of your employer or other entity for which you provide services (a “Company”), and your profile will be associated with such Company. You agree that you will not falsely represent your association with any Company, impersonate any third party, or otherwise submit or present any false or misleading information to us or the NEWORK community. In the event your relationship with the Company in your profile changes or ends, you agree to promptly update your profile to reflect this, you may submit a request to do so at neworkspace.com. If your membership or guest access is provided by a Company, you may lose access to the Services upon termination or change in status of your relationship with such Company. If you are an authorized representative of an entity receiving the Services, you hereby warrant and represent to us that (a) you have the proper authority to create, terminate and maintain the Company account and to add and remove individual members to and from the account and (b) you have obtained all necessary consent from any applicable individuals for the creation of their accounts and the processing of individual information. You agree to indemnify us for any loss we may suffer as a result of any breach of these warranties and representations. Paying for Your Membership or Guest Access

  3. Payments. By signing up for a membership, guest access, or any other Services (including any meeting room or event space reservations) and providing your payment information, you agree to pay us the recurring or nonrecurring fees associated with the particular Services you are purchasing, as displayed to you at the time you create your account and/or sign up for the relevant Services, or as updated by us from time to time upon notice to you. You acknowledge and agree that the payment method provided by you will be automatically charged the fees and any other amounts you may incur or be liable for (including for damages caused to any of our Premises or property) in connection with the Services. Only a single payment method may be used at any given time to make payments for all Services you purchase in a single transaction. You must keep your payment information up-to-date and accurate. Recurring fees, which may include recurring membership fees (“Membership Fees”) and any other recurring fees you have agreed to in connection with the Services will be charged on the monthly anniversary of your start date unless we notify you otherwise. If payment for your Membership Fee or any other accrued and outstanding fee is not made by the third calendar day after such payment is due, you may be responsible for paying the then-current late charge. Your use of the Services may also be immediately suspended, and eventually terminated, if we are unable to charge your payment instrument for any reason. When we receive funds from you, we will first apply the funds to any balances which are in arrears and to the earliest month due first. Once past balances are satisfied, any remaining portion of the funds will be applied to current fees due. The fees applicable to your account may be subject to modification from time to time, and such modifications will become effective upon your next subscription period. Your continued use of the Services following notice of any such modifications, and through the next payment date, constitutes your agreement to such modified fees. You may at any time cancel your account as set forth below if you do not agree to any modified fees.

  4. No refunds. All fees are non-refundable. Using and Terminating the Services

  5. House Rules. We have House Rules governing the expected behavior in our Premises. Our House Rules can be obtained from our website (www.neworkspace.com) or obtained from our Community Manager and you must comply with them while using Services in our Premises. The House Rules are hereby incorporated into these Terms. House Rules may be revised from time to time. In general, we expect that you will not perform any activity that is reasonably likely to be disruptive, damaging or dangerous to us, our employees or agents, other members, any guests or any other third parties or property of any of the foregoing. If you have questions about the guidelines for any of our Premises, please submit a request at [email protected] or check with our community manager.

  6. Service Restrictions. Your membership or guest access account, to the extent applicable, is specific to you. You cannot add additional members to your account or share your account credentials or Access Device with any other individual. Furthermore, except as otherwise approve by us in writing, you must not use any Services or any space you reserve or occupy in our Premises in a “retail,” “medical,” or other nature involving frequent use by or visits from members of the public.

  7. Hours. “Regular Business Hours” are generally from 9:00 a.m. to 5:00 p.m. on Regular Business Days, with the exception of the day prior to a local bank/government holiday that falls on a Tuesday to Friday, when Regular Business Hours end at approximately 2:00 p.m. “Regular Business Days” are all weekdays, except local bank/government holidays and up to three other days of which we will inform you.

  8. Security. You may be required to present a valid, government-issued photo identification in order to gain access to our Premises. For security purposes, we may regularly record via video certain areas of our Premises. If we deem it reasonably necessary, we may disclose information about you to satisfy applicable law, rule, regulation, legal process or government request, or to protect us, our members, or other individuals, or any of our or their property. It is your obligation to notify any of your guests about this policy.

  9. Meeting Rooms and Workspaces. Members may use credits for meeting rooms in certain our Premises during Regular Business Hours on Regular Business Days, all subject to availability of meeting rooms. Use of meeting rooms in excess of any credits would be subject to the standard fees for such Services. Such Fees are subject to change from time to time.

  10. Mail. Members may elect to receive mail at our location. If you so elect, we will accept mail on your behalf during Regular Business Hours on Regular Business Days. We have no obligation to store such mail for more than thirty (30) days of our receipt or after you terminate your membership. This feature is meant to allow you to accept business correspondence from time to time. It is not meant for an address for the receipt of merchandise or personal goods. As such, we have no obligation to accept bulk or oversized mail or packages.

  11. Property. We are not responsible for any property you or guests keep or leave behind in our Premises. If property is stolen, lost or damaged, it is not our responsibility. It is your responsibility to obtain any desired insurance on your or your guests’ property. It is your responsibility to ensure that you and your guests have retrieved all of your personal items prior to leaving. Prior to the termination or expiration of your membership or guest access, you must remove all of your property from our Premises. After providing you with reasonable notice, we will be entitled to dispose of any property remaining in any of our Premises, and you waive any claims or demands regarding such property or our handling of such property. You will be responsible for paying any fees reasonably incurred by us regarding such removal.

  12. Damage. You may be held liable (and do hereby authorize us to charge you) for the repair cost for all damage to our Premises and items therein caused by you or your guests or invitees.

  13. Intellectual Property of Others. You must not directly or indirectly take, copy or use any information or intellectual property belonging to other members, member companies any of their or our guests, including, without limitation, personal names, likenesses, voices, business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property, or modified or altered versions of the same.

  14. Technology Release. We may need to install software onto your computer, tablet, mobile device or other electronic equipment to provide you with the Services. You acknowledge that your refusal to install such software may affect your ability to properly receive the Services you have purchased. We may also provide you with technical support at your request. You agree that we (a) are not responsible for any damage to any of your electronic equipment or systems related to such technical support or software installation; (b) do not assume any liability or warranty in the event that any manufacturer warranties are voided; and (c) do not offer any verbal or written warranty, either expressed or implied, regarding the success of any technical support. Furthermore, you acknowledge that you have no expectation of privacy with respect to NEWORK’s internet connection, networks, telecommunications systems or information processing systems (including any stored computer files, email messages and voice messages), and your activity and any files or messages on or using any of those devices or systems may be monitored at any time without notice, including for security reasons and to ensure compliance with our policies, irrespective of whether such activity occurs on equipment owned by you or us.

  15. Pets. Pets are not allowed in our Premises except where expressly permitted (which is in our sole discretion).

  16. You and Others. We do not control and are not responsible for the actions of other members, guests or any other third parties. If a dispute arises between members, guests or other third parties, we shall have no responsibility or obligation to participate, mediate or indemnify any party.

  17. Account Termination. If you fail, or if we suspect that you have failed, to comply with any of the provisions of these Terms, or at any other time when we in our reasonable discretion see fit to do so, we may, at our sole discretion, restrict your access to your account and the Services and/or terminate your account with immediate effect and possibly without prior notice to you. In addition, we may decline to renew your subscription for any or all Services at the end of your subscription period for any reason or for no reason. We may also at any time terminate your account, membership and/or guest access if we cease providing Services at our Premises. You can cancel your account at any time, by submitting a request at neworkspace.com. Please note that if your individual account was created by a Company, (a) an authorized representative of such Company may at any time terminate your individual account by contacting us, and (b) we may terminate your account, even if the Company’s account remains active, and even if you continue to be employed or engaged by such Company. Cancellation will be effective immediately upon our receipt of notice of cancellation except that, in the case of a private office, the cancellation will be effective as of the last day of the later of: (a) the month following receipt of notice of cancellation; or (b) the third full month following the initial availability for use of such private office by the member giving such notice. Notwithstanding the foregoing, whenever the Company and a member agree, prior to a private office being made available to a member that the term of such member’s use of the private office shall be for a specified period, the member’s right to use such office shall terminate as of the last day of such period and no notice of cancellation is required with respect to such termination. We do not provide refunds upon termination or cancellation of your account with respect to amounts already paid. You will remain liable for past due amounts, and we may exercise our rights to collect due payment, despite termination or expiration of your membership and/or guest access. This Section 22 and Sections 8 (to the extent any payment amounts are outstanding), 9-11, 13, 15-17, 18-19, 21 and 23-37 shall survive any termination or expiration of these Terms. Advertisements, Endorsements and Testimonials

  18. Advertisements. In using the Services, you may encounter advertisements from third parties, which may be targeted to you based on certain information you provide to us or that we collect based on your use of the Services. The types and extent of advertising are subject to change. In consideration for us granting you access to and use of the Services, you agree that we, such third parties may provide you with such advertising from time to time.

  19. Endorsements and Testimonials. From time to time, we may also publish testimonials by members and guests related to their experiences with the Services. These testimonials are the users’ subjective opinions, and they represent individual results. We neither verify them nor claim that they are typical results that others will generally achieve. Names, locations, dates and other information may have been changed to protect the privacy of the individuals involved. All other testimonials and endorsements of any type, format or nature posted by users are not verified by us, and we make no warranty or representation as to their accuracy. You should be cautious when relying on any testimonials or endorsements, and you should assume the results described therein are not typical.

  20. Use of the NEWORK Name; Photos of Our Premises. You may not take, copy or use for any purpose the name “NEWORK Space” or any of our other business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property or modified or altered versions of the same, or take, copy or use for any purpose any pictures or illustrations of any portion of our Premises, without our prior consent.

Limitations of Liability 26. Waiver and Release of Claims. To the extent permitted by law, you, on your own behalf and on behalf of your employees, agents, guests and invitees, waive any and all claims and rights against us and our affiliates, parents, and successors and each of our and their employees, assignees, members, officers, agents and directors (collectively, the “NEWORK Parties”) resulting from injury or damage to, or destruction, theft, or loss of, any property, person or pet (“Claims”) and release the NEWORK Parties from any such Claims. You hereby waive any applicable law that says in substance: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

  1. We Are Not Liable for Actions of Others. We do not control and are not responsible for the actions of other individuals or pets using the Services or at our Premises. You should be aware that other users or members may not be who they claim to be. We do not perform background checks on our users or members nor do we guarantee that our users’ or members’ profiles are accurate. We do not endorse, support or verify the facts, opinions or recommendations of our users or members.

  2. We Are Not Liable for Third Party Products or Services. We are not responsible for the content of advertisements or any links, products, services or other materials relating to any third party’s products, services, advertisements or other materials contained in our Premises. In no event will we be liable, directly or indirectly, to anyone for any damage or loss relating to any use of or reliance on any such advertisements, products, services or other materials. You agree that our making available access to or discounts for these third-party products or services does not constitute provision of such third-party services by us, and you will look solely to the applicable third party for provision of the applicable third party services and for compensation for any claims, damages, liabilities or losses you may incur in connection with such third party services.

  3. Limitation of Liability. To the extent permitted by law, the aggregate monetary liability of any of the NEWORK Parties to you or your employees, agents, guests or invitees for any reason and for all causes of action, whether in contract, tort, breach of statutory duty, or other legal or equitable theory will not exceed the total amounts paid by you to us under these Terms for the product or service from which the claim arose in the twelve (12) months prior to the claim arising. None of the NEWORK Parties will be liable under any cause of action, for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption, or for the cost of any substitute goods, services or technology. You acknowledge and agree that you may not commence any action or proceeding against any of the NEWORK Parties, whether in contract, tort, breach of statutory duty, or other legal or equitable theory, unless the action, suit, or proceeding is commenced within one (1) year of the cause of action’s accrual. For the avoidance of doubt, nothing in these Terms will exclude our liability for (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any breach of any implied terms which cannot lawfully be excluded.

  4. Disclaimer of Warranties and Implied Terms. The Services are provided “AS IS”. To the extent permitted by law, we disclaim all warranties and terms, express or implied, with respect to the Services, including warranties, terms or representations as to the availability, operation, performance and/or use of our Services, or any other materials on or accessed via the Services, including any warranties or terms of merchantability, fitness for a particular purpose, title, non-infringement and any implied warranties, terms or indemnification arising from course of dealing, course of performance or usage in trade.

  5. Exclusions. To the extent applicable law limits the exclusion or limitation of liability for consequential or incidental damages, the exclusions and limitations above may not apply to you. In such event, such exclusions and limitations shall apply to the maximum extent allowed under applicable law. Indemnification

  6. You Agree to Hold Us Harmless. You will indemnify and hold harmless the NEWORK Parties from and against any and all claims, liabilities, damages and expenses (“Claims”) including reasonable attorneys’ fees, resulting from any breach of these Terms by you or your employees or guests, or your or their invitees or pets or any of your or their actions or omissions, and NEWORK will have sole control over the defense of any such Claims. You are responsible for the actions of and all damages caused by all persons and pets that you or your guests invite to enter any of the Premises. You shall not make any settlement that requires a material act or admission by any of the NEWORK Parties, imposes any obligation upon any of the NEWORK Parties or does not contain a full and unconditional release of the NEWORK Parties, without our written consent. None of the NEWORK Parties shall be liable for any settlement made without its prior written consent.

  7. You Agree to Cooperate with Us. From time to time, we may investigate any actual, alleged or potential violations of these Terms. You agree to cooperate fully in any of these inquiries. You waive any and all rights against the NEWORK Parties, and agree to hold them harmless in connection with any claims relating to any action taken by us as part of our investigation.

General Provisions 34. Governing Law. These Terms and the transactions contemplated hereby shall be governed by and construed under the applicable laws of the State of Ohio and the United States without regard to conflicts of laws provisions thereof.

  1. What If Some of These Terms Are Not Enforceable? These Terms as well as our House Rules and any feature-specific guidelines, terms or rules that may be posted or provided to you constitute the entire agreement between us regarding the Services and supersedes and merges any prior proposals, understandings and contemporaneous communications. If any provision of these Terms and/or any feature-specific guidelines, terms or rules that may be posted or provided to you are held to be unenforceable, then that provision is to be interpreted either by modifying it to the minimum extent necessary to make it enforceable (if permitted by law) or disregarding it (if not). If an unenforceable provision is modified or disregarded in accordance with this paragraph, the rest of these Terms and/or any feature-specific guidelines, terms or rules that may be posted or provided to you are to remain in effect as written, and the unenforceable provision is to remain as written in any circumstances other than those in which the provision is held to be unenforceable. The failure of either party to enforce its rights under these Terms at any time for any period will not be construed as a waiver of such rights, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy.

  2. Nature of These Terms. Notwithstanding anything in these Terms to the contrary, these Terms in no way shall be construed as to grant you any title, lease, easement, lien, possession or related rights in our business, Premises or anything contained in our Premises. These Terms create no tenancy interest (including any security of tenure), leasehold estate, or other real property interest. Neither party will in any way misrepresent our relationship.

  3. Contacting Us. If you have any questions relating to these Terms, please contact us at [email protected].