TERMS AND CONDITIONS
This Agreement is the commercial equivalent of an agreement for short term lodging accommodation. The whole of the Premises, including any Workbase (as defined in Section 1 below), remains our property and in our possession and control. We are giving you the right to share our use of the Premises in order to provide you the Membership Services specified below. Notwithstanding anything in this Agreement to the contrary, you agree that your relationship with ATLAS Workbase in no way shall be construed to grant you or any of your employees, directors, or agents any title, easement, lien, possession or related rights in our business, the Premises, any Workbase, or anything contained in or on the Premises. This Agreement creates no tenancy interest, leasehold estate, or other real property interest.
Please note that this Agreement requires the use of arbitration to resolve disputes, rather than jury trials or class actions, and limits remedies that may be available to you in the event of a dispute. Please see section 8, below, for more information.
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
a. Membership Registration. In order to become a Member, you must apply for membership by providing certain registration information to ATLAS Workbase, such as your name, email address, phone number, company or business name, and address (“Membership Registration”). The information you supply must be complete and accurate. You are required to maintain and update this information to ensure completeness and accuracy. You alone will be responsible for maintaining the confidentiality of your Member account and its password, and you agree to be fully responsible for all activities that occur under your Member account. You agree to notify ATLAS Workbase immediately upon discovery of any unauthorized use of your password or Member account or any other breach of security.
b. Membership Services. Subject to the Member's payment of all amounts due under this Agreement and
compliance with all terms and conditions of this Agreement, including any policies we make available to you from time to time, during the Term (as defined in Section 5), ATLAS Workbase will use commercially reasonable efforts to provide you, and any person you authorize via the additional member list attached as Exhibit A ("Additional Member List"), the following services (referred to as the "Membership Services" throughout this Agreement):
(i) Non-exclusive access to the Premises or any other ATLAS Workbase location.
(ii) Regular cleaning and maintenance of the Premises.
(iii) Furnishings of the quality and in the quantity typically provided to other ATLAS Workbase
customers with similar memberships in the Premises.
(iv) Access to and use of the ATLAS Workbase Member Network website.
(v) Access to and use of broadband internet for internet access within the Premises.
(vi) Use of the conference rooms in any ATLAS Workbase location during such location's Regular
Business Hours on Regular Business Days, subject to availability and your prior reservation of such conference rooms. Additional charges may apply for reservation of specific rooms or facilities. “Regular Business Hours” means the specific hours of operation specified on the ATLAS Workbase website, as amended from time to time, on Regular Business Days in the time zone where the applicable Premises are located. "Regular Business Days” means all weekdays, except local bank/government holidays and up to three other days of which we will inform you.
(vii) Heating and air-conditioning during Regular Business Hours on Regular Business Days.
(viii) Acceptance of mail and deliveries on your behalf during Regular Business Hours on Regular Business Days; provided that we are not liable for any mail or packages received without an ATLAS Workbase employee’s signature indicating acceptance or should you use our mail and deliveries services for fraudulent or unlawful purposes.
(ix) Opportunity to participate in exclusive events, benefits, and promotions.
c. Reserved Rights. We may access your office or workspace (referred to as a "Workbase" throughout this Agreement), with or without notice, in connection with our provision of the Membership Services, for safety or emergency purposes or for any other purposes. We reserve the right to alter your Workbase, provided that we will not do so in a manner that substantially decreases the square footage or related amenities of your assigned Workbase. We may also modify or reduce the list of Membership Services or furnishings provided for your Workbase at any time. The Membership Services may be provided by us, an affiliate, or a third party.
d. Availability. If we are unable to make the Workbase available by the Start Date for any reason, including due to (i) changes in construction plans, delays in obtaining permits, or any other obstacles in procuring the Premises, or (ii) delays caused by you or by changes requested by you, we will not be subject to any liability related to such inability, nor will such failure affect the validity of this Agreement. In this event, except as set forth in this Agreement, you will not be obligated to make payments of the Membership Fee until the Workbase is made available to you.
a. Payment Due Upon Signing. Upon execution of this Agreement, you agree to remit to us the "Amount Now Due" specified on the first page of this Agreement, including an advance payment equal to your Membership Fees (defined below) expected for the first and last month of your membership (“Advance Payment”) and a refundable security deposit (“Security Deposit”). The Advance Payment shall only be applied to the first and last month of the Term (defined in Section 5) and shall not serve as a reserve from which any additional fees accrued during the Term may be paid. In the event you owe other fees, you may not rely on deducting them from the Advance Fee or Security Deposit, but must pay them separately.
b. Return of Security Deposit. Subject to the complete satisfaction of your obligations under this Agreement, we will return the Security Deposit, or any balance after deducting outstanding fees and other costs due to us, to you by check within thirty (30) days (or earlier if required by applicable law) after the later of (i) the termination or expiration of this Agreement and (ii) the date on which you provide to us all information necessary for us to make such payment.
c. Membership Fees. During the Term of this Agreement, you agree to timely pay all fees and charges for your selected membership plan as specified on the first page of this Agreement (the "Membership Fees"). We will process payment for the Membership Fees monthly in advance on or about the first business day of each month in accordance with the payment method you provide to us upon execution of this Agreement. By submitting your payment information to us you authorize ATLAS Workbase to charge your payment method all the fees associated with the plan you selected. All fees and other amounts specified in this Agreement are payable in United States Dollars. You agree to inform us promptly of any changes to your payment information and update the relevant information prior to its expiration. Please note that your Membership Fee covers Membership Services for the specified individuals named in the Additional Member List.
d. Late Fees. At our discretion, past due Membership Fees or other outstanding fees may accrue a late fee equal to the lesser of 1.5% per month, or the maximum amount allowed by applicable law. You agree to promptly reimburse ATLAS Workbase for any cost or expense incurred in connection with any collection efforts undertaken by us in connection with any past due amount owed under this Agreement.
e. Outstanding Fees. When we receive funds from you, we will first apply 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. If any payments remain outstanding after we provide notice to you, we may, in our sole discretion, withhold Membership Services or terminate this Agreement in accordance with Section 5(c).
f. No Refunds. Except as provided in Sections 2(a) and 5(b) of this Agreement, there are no refunds of any fees or other amounts paid by you or your Members in connection with the Membership Services.
3. ADDITIONAL MEMBERS; MEMBER PORTAL
a. Additional Member List. Only individuals whose names appear on the Additional Member List or individuals subsequently added by you will be entitled to receive the Membership Services described in this Agreement. Any additional charges incurred by individuals appearing on your Additional Member List will be charged to your Member account. Your Members will be entitled to receive the Membership Services on the later of (i) the Start Date or (ii) the date we confirm the addition of such individual to the Additional Member List. Please note, you are responsible for maintaining the accuracy of your Additional Member List. To update the individuals appearing on your Additional Member List, please contact the concierge located on the Premises. Adding individuals to your Additional Member List may result in additional fees. In addition, if the number of individuals regularly using your Workbase exceeds the number allocated on your Additional Member List, you may be required to pay additional fees. We reserve the right to limit the number of individuals permitted to use your Workbase at any time and in our complete discretion.
b. Member Portal; Use of Member Information Representation. Once an individual is added to your Additional Member List, ATLAS Workbase will create a profile for such individual on the ATLAS Workbase network (the “Member Portal”) and provide each with a secure login to access the Membership Services. Such profile will be viewable by us, our employees, our agents, and service providers. Such profile may include a photograph of the individual, in addition to other information about the individual. You are responsible for informing each of the individuals on your Additional Member List about the creation of such profile and obtaining their consent to the collection, use, and disclosure of their personal information for such purposes. Through your request to add an individual to your Additional Member List, you are representing and warranting that you have obtained all necessary consent from such individual for the creation of such profile.
4. TERM AND TERMINATION
a. Move In. This Agreement will be effective upon ATLAS Workbase’s receipt of the Advance Fee and Security Deposit (the “Effective Date”); provided that we have no obligations to provide you with the Membership Services until the later of (i) the date on which payment of your Advance Fee has cleared or (ii) the Start Date, whichever is later. If the Start Date is a Regular Business Day, you may move into your Workbase after 9:00 a.m. local time on the Start Date. If the Start Date is not a Regular Business Day, you may move into your Workbase after 9:00 a.m. local time on the first Regular Business Day after the Start Date.
b. Term. Unless otherwise set forth on the first page of this Agreement, the initial term of this Agreement will begin on the Start Date and will continue on a month-to-month basis (collectively, the "Term") until terminated as provided in this Agreement.
c. Termination Before Start Date. Either party may terminate this Agreement prior to the Start Date for a refund of the Advance Fee and Security Deposit, less any applicable charges, expenses or deductions.
d. Termination After Start Date.
(i) Termination by You. Except as set forth herein, you may terminate this Agreement by providing us notice of termination at least one full calendar month prior to the last day of the month in which you intend to terminate this Agreement (“Effective Termination Month”). For instance, if you would like to terminate this Agreement on the last Regular Business Day of November, the last opportunity to deliver a termination notice to us would be on October 31. The termination will become effective on the last Regular Business Day of the Effective Termination Month; provided, however, that the Agreement is not terminable during the initial 30 days of your membership. Any termination notice provided during your first 30 days shall become effective in accordance with the rest of this Section. You will not be entitled to pro ration with respect to the last month’s monthly fee, but any Advance Fee remaining shall be applied for any monthly fee owed during the Effective Termination Month. If the monthly fee owed during the Effective Termination Month is greater than your then current Advance Fee balance, you will be responsible for payment of additional fees pursuant to Section 2.
(ii) Move Out. On the last Regular Business Day of the Effective Termination Month, you must vacate the Workbase no later than 7:00 p.m. local time.
(iii) Termination or Suspension by Us. We may withhold Membership Services or immediately terminate this Agreement (i) upon breach of this Agreement by you or any individual on your Additional Member List; (ii) upon termination, expiration, or material loss of our rights in the Premises; (iii) if any outstanding fees are still due after we provide notice to you; (iv) if you or any of the individuals on your Additional Member List fail to comply with the terms and conditions of this Agreement or any other policies or instructions provided by us; or (v) at any other time, when we, in our reasonable discretion, see fit to do so. You will remain liable for past due amounts, and we may exercise our rights to collect due payment, despite termination or expiration of this Agreement.
e. Security Deposit. After termination or expiration of this Agreement, we will return any balance of your Service Retainer to you in accordance with Section 2(b) of this Agreement.
f. Removal of Property Upon Termination. Prior to the end of the Term or termination of this Agreement, you shall remove all personal property owned by you and any individuals on your Additional Member List from the Premises. After providing you with reasonable notice, we will be entitled to dispose of any property remaining in or on the Workbase or Premises after the termination or expiration of this Agreement and we will not have any obligation to store such property. 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. Following the termination or expiration of this Agreement, we will not forward or hold mail or other packages delivered to us.
5. MEMBER RULES AND POLICIES
In addition to any rules, policies and/or procedures included herein and/or those specific to the Premises, you acknowledge and agree to abide by ATLAS Workbase Code of Conduct, attached hereto as Exhibit B, Member Use Rules, attached hereto as Exhibit C, and Technology Acceptable Use Policy, attached hereto as Exhibit D.
6. USE OF NAME
Member agrees that ATLAS Workbase may use Member’s name and logo in sales presentations, marketing materials, and press releases. If Member submits a testimonial to ATLAS Workbase, then Member also agrees that ATLAS Workbase may publish such testimonial on the ATLAS Workbase website, or such other website that ATLAS Workbase may operate from time to time, on such page and in such position as ATLAS Workbase may determine in its sole discretion. Member further agrees that ATLAS Workbase may edit the testimonial and publish edited or partial versions of the testimonial; provided, however, that such testimonial does not to create a misleading impression of the Member’s views.
7. WAIVER; LIMITATION OF LIABILITY; INDEMNIFICATION
a. Waiver of Claims. To the extent permitted by law, you, on your own behalf and on behalf of individuals on your Additional Member List, employees, agents, guests and invitees, waive any and all claims and rights against us and our landlords at the Premises and our affiliates and successors and each of our and their employees, assignees, officers, agents and directors resulting from injury or damage to, or destruction, theft, or loss of, any property or person.
b. Limitation of Liability. TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, ATLAS WORKBASE'S LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO ATLAS WORKBASE WITHIN ONE HUNDRED EIGHTY (180) DAYS PRIOR TO THE DATE OF THE CLAIM GIVING RISE TO SUCH LIABILITY. ATLAS WORKBASE WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION), WHETHER OR NOT ATLAS WORKBASE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
c. Indemnification. You will defend, indemnify, and hold ATLAS Workbase harmless from and against any and all damages, liabilities, costs and expenses (including but not limited to attorneys’ fees) arising out of or incurred by ATLAS Workbase in connection with or as a result of any claim resulting from any breach of this Agreement by you or your Members or your or their guests, invitees, or any of your or their actions or omissions. You are solely responsible for any actions of all persons that you, your Members, and your guests invite to enter any ATLAS Workbase location.
d. Insurance. You are responsible for maintaining, at your own expense and at all times during the Term personal property insurance and commercial general liability insurance covering you and each of the individuals on your Additional Member List for property loss and damage, bodily injury, and prevention of or denial of use of or access to, all or part of the Premises, in form and amount appropriate to your business. You will ensure that ATLAS Workbase and the landlord of the applicable Premises shall each be named as additional insureds on any such policies of insurance and that you waive any rights of subrogation you may have against ATLAS Workbase and the landlord of the applicable Premises. You agree to provide proof of insurance upon our request.
e. Other Members. We do not control and are not responsible for the actions of other members of ATLAS Workbase or any other third parties. If a dispute arises between members or their invitees or guests, we shall have no responsibility or obligation to participate, mediate or indemnify any party.
8. ARBITRATION AND CLASS ACTION WAIVER
a. Mandatory Arbitration. Any controversy, claim or dispute of whatever nature arising between the parties arising out of or relating to the Agreement or the breach, termination, enforceability, scope, or validity thereof, whether such claim existed prior to or arises on or after the execution date (a “Dispute”), will be resolved by binding arbitration in King County, WA, USA or other location agreed upon by ATLAS Workbase. The prevailing party in any such action will be entitled to recover all costs, including reasonable attorneys’ fees, at trial and on any appeal or petition for review, incurred in enforcing the terms of this Agreement or other agreement including these terms.
b. Procedure. Neither party will commence an arbitration proceeding pursuant to the provisions set forth below unless that party first gives a written notice (a “Dispute Notice”) to the other party setting forth the nature of the Dispute. The parties must attempt in good faith to resolve the Dispute through discussions between the parties’ executive officers.
(i) If the Dispute has not been resolved as provided in Section 9(b), above, within sixty (60) days after receipt of the Dispute Notice, or if a party fails to participate in those discussions, then the Dispute will be determined by binding arbitration. The arbitration will be conducted in accordance with such rules as may be agreed upon by the parties, or failing agreement within thirty (30) days after arbitration is demanded, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). The Dispute will be determined by one arbitrator, except that if the Dispute involves an amount in excess of $1,000,000 (exclusive of interest and costs), three arbitrators will be appointed.
(ii) Persons eligible to serve as arbitrators need not be members of the AAA, but they must have professional credentials demonstrating the ability to handle a matter of the scope and complexity of the Dispute. The arbitrator(s) will base the award on the applicable law and judicial precedent that would apply if the Dispute were decided by a United States District Court Judge and the arbitrator(s) will have no authority to render an award, which is inconsistent therewith. The award must be in writing and include the findings of fact and conclusions of law upon which it is based.
(iii) Unless the parties agree otherwise, discovery will be limited to an exchange of directly relevant documents. Depositions will not be taken except as needed in lieu of a live appearance or upon mutual agreement of the parties. The arbitrator(s) will resolve any discovery disputes. The arbitrator(s) and counsel of record will have the power of subpoena process as provided by law. The parties knowingly and voluntarily waive their rights to have any Dispute tried and adjudicated by a judge or a jury.
(iv) The arbitration will be governed by the substantive laws of the State of Washington, without regard to conflicts-of-law rules, and the Federal Arbitration Act (Title 9, U.S. Code). Judgment upon the award rendered may be entered in any court having jurisdiction. Notwithstanding the foregoing, upon the application by either party to a court for an order confirming, modifying or vacating the award, the court will have the power to review whether, as a matter of law based on the findings of fact determined by the arbitrator(s), the award should be confirmed, modified, or vacated in order to correct any errors of law made by the arbitrator(s). In order to effectuate such judicial review limited to issues of law, the parties agree (and will stipulate to the court) that the findings of fact made by the arbitrator(s) will be final and binding on the parties and will serve as the facts to be submitted to and relied upon by the court in determining the extent to which the award should be confirmed, modified, or vacated.
(v) Except as otherwise required by law, the parties and the arbitrator(s) agree to keep confidential and not disclose to third parties any information or documents obtained in connection with the arbitration process, including the resolution of the Dispute. If either party fails to proceed with arbitration as provided in the this Agreement, or unsuccessfully seeks to stay the arbitration, or fails to comply with the arbitration award, or is unsuccessful in vacating or modifying the award pursuant to a petition or application for judicial review, the other party will be entitled to be awarded costs, including reasonable attorney’s fees, paid or incurred in successfully compelling such arbitration or defending against the attempt to stay, vacate or modify such arbitration award and/or successfully defending or enforcing the award.
c. Damages Waiver. Each party hereby waives any and all rights it may have to receive exemplary or punitive damages with respect to any claim it may have against the other party, it being agreed that no party will be entitled to receive money damages in excess of its actual compensatory damages, notwithstanding any contrary provision contained in this Agreement or otherwise. Notwithstanding any contrary provisions in this Section 7, the parties recognize that certain business relationships could give rise to the need for one or more of the parties to seek emergency, provisional or summary relief to repossess and sell or otherwise dispose of goods, equipment and/or fixtures, to prevent the sale or transfer of goods, equipment and/or fixtures, to protect real or personal property from injury, or to obtain possession of real estate and terminate leasehold interests, and for temporary injunctive relief. Immediately following the issuance of any such relief, the parties agree to the stay of any judicial proceedings pending mediation or arbitration of all underlying claims between the parties.
d. Class Action Waiver. Any dispute resolution proceedings, whether in arbitration or court, will be conducted only on an individual basis and not in a class or representative action or as a named or unnamed member in a class, consolidated, representative or private attorney general action, unless both you and ATLAS Workbase specifically agree to do so in writing following initiation of an action. This provision is not applicable to the extent such waiver is prohibited by law.
d. Right to Opt Out of Class Action Waiver and Binding Arbitration. If you do not wish to be bound by the class action waiver or individual arbitration provisions in this section, you must notify ATLAS Workbase in writing within 30 days of the date that you accept this Agreement, unless the law requires a longer period.
a. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Washington without reference to its conflict of laws provisions.
b. Independent Contractors. The parties hereto shall each be independent contractors in the performance of their obligations under this Agreement, and this Agreement shall not be deemed to create a fiduciary or agency relationship, partnership, or joint venture for any purpose.
c. Subordination. This Agreement is subject and subordinate to our lease with our landlord of the Premises and to any supplemental documentation and to any other agreements to which our lease with such landlord is subject to or subordinate. However, the foregoing does not imply any lease, sublease, or other relationship involving an interest in real property.
d. Notices. Any notice or other communication under this Agreement will be in writing and shall be deemed given when delivered personally or by email with confirmation of delivery. The contact information provided on the first page of this Agreement shall be used for purposes of notices pursuant to this section. Any such notice, in either case, must specifically reference that it is a notice given under this Agreement.
e. Assignment. Except in the case of a merger, acquisition, corporate reorganization, or sale of all or substantially all of your shares or assets, you may not transfer or otherwise assign any of your rights or obligations under this Agreement (including by operation of law), without the prior written consent of ATLAS Workbase, which consent shall not be unreasonably withheld. ATLAS Workbase may assign this agreement without your consent.
f. Entire Agreement; Waiver. This Agreement any referenced or attached exhibits, addenda, and/or policies constitute the entire agreement between you and ATLAS Workbase, and supersede all prior negotiations, agreements and undertakings between the you and ATLAS Workbase with respect to its subject matter. A waiver by either you or us of any breach by the other shall not be deemed a waiver of any succeeding breach or any other covenant by the either you or us. All waivers must be in writing and signed by the party waiving its rights.
g. Severability. If any provision of this Agreement is held to be contrary to law, then the remaining provisions of this Agreement will remain in full force and effect.
h. Headings. The section headings used in this Agreement are for convenience only and shall not affect any construction or interpretation of this Agreement.
i. Counterparts; Electronic Signature. Both parties hereby expressly consent and agree that this Agreement may be executed in counterparts by electronic transmission through an electronic signature service, and that such execution by electronic transmission will represent final and binding execution and acceptance of the terms and conditions contained in this Agreement. Any copy of this Agreement made by reliable means (such as PDF, photocopy or facsimile) shall be considered an original.
CODE OF CONDUCT
The Code of Conduct has been developed to ensure a safe, friendly and respectful place for members, visitors, guests and staff to gather to conduct business in the spirit of professionalism, cooperation, relaxation, and good will.
Every ATLAS Workbase Member, Visitor, and Guest is expected to conduct themselves in a manner that:
· Creates an environment & culture that is reflective of the personal integrity & respect that we are capable of enforcing ourselves.
· Acknowledges ATLAS Workbase as a professional environment and, therefore, conducts themselves in a manner fitting such an environment.
· Shows the utmost respect and dignity to fellow members, staff and visitors.
· Does not constitute harassment or offensive behavior. It is counter to our company values and, more importantly, it’s counter to our values as human beings.
· Follows check in and check out procedures appropriate to their Membership Agreement.
· Demonstrates an understanding that members & visitors have no authority to instruct staff in job performance & duties.
· Is vigilant in reporting real or perceived safety hazards, illegal activity or improper behavior to ATLAS Workbase staff.
· Does not misrepresent their person, position and/or authority to others.
· Maintains attire that does not advertise or display anything offensive or obscene.
· Members should leave the facilities in the condition that they found them.
· Acknowledges that common spaces and the Lounge are to be enjoyed by everyone, unless otherwise instructed by us, and are for temporary use and not as a place for continuous, everyday work.
Every ATLAS Workbase Member, Visitor, and Guest is prohibited from the following:
· Use of the Membership Services to conduct or pursue any illegal activities.
· Using the Membership Services to conduct any activity that is generally regarded as offensive.
· Use of any part of the Premises in any nature that involves frequent visits by members of the public (e.g. retail store).
· Making any copies of any keys, keycards or other means of entry to the Workbase or the Premises or lending, sharing or transferring any keys or keycards to any third party, unless authorized by us in advance.
· Installing any locks to access anything within the Premises, unless authorized by us in advance.
· Allowing any guest(s) to enter the Premises without registering such guest(s) and performing any additional required steps according to our policies.
· Performing any activity that is reasonably likely to be disruptive or dangerous to us, any other Member Company, or any other individual within the Premises.
· Attaching or affix any items to the walls or make any other alterations to any Workbase, or installing any wires or devices anywhere within the Premises or bringing any outside furniture into the the Premises, in each case without our prior written consent.
· Misrepresenting themselves to the ATLAS Workbase community.
MEMBER USE RULES
In addition to any the obligations and restrictions on your Membership Agreement you acknowledge and agree to the following:
1. You may not make any alterations and/or installations of additional design elements and furniture within the Premises without our prior consultation and approval. All alterations and/or installations are subject to such community guidelines as we may implement from time to time. In the event that any alterations and/or installations are made, you shall be responsible for the full cost and expense of the removal of any such items and any restoration necessitated by any such alterations. To the extent that we incur any costs in connection with such alteration, installation or removal which are not otherwise paid by you, you hereby agree that we may deduct such reasonable costs from the Security Deposit. Prior to any such alteration, installation or removal you agree to coordinate with the Premises concierge to discuss the appropriate time, manner and means for our facilities team to perform such alteration, installation or removal. At no time shall you or any individual on your Additional Member List perform any alteration, installation or removal yourself.
2. You agree to keep your and any of the individuals on your Additional Member List computers, tablets, mobile devices and other electronic equipment up-to-date with the latest software updates provided by the software vendor and clean of any malware, viruses, spyware, worms, Trojans, or anything that is designed to perform malicious, hostile and/or intrusive operations. We reserve the right to remove any device from our networks that poses a threat to our networks or users until the threat is remediated.
3. You shall promptly notify us of any change to your contact and payment information.
4. You agree to read any notices that we may deliver to you from time to time regarding our services, fees, rules, or policies and to inform the individuals on your Additional Member List.
5. For security reasons, we may, but have no obligation to, regularly record certain areas in the Premises via video.
6. We may disclose information about you or the individuals on your Additional Member List as necessary to satisfy any applicable law, rule, regulation, legal process or government request or as we otherwise deem reasonably necessary for our protection or other Members.
7. You and/or all the individuals on your Additional Member List are at least 18 years of age.
8. You grant us permission to use your name, trademark and/or logo to identify you as a Member of ATLAS Workbase, alongside those of other Members, on a public-facing “Membership” display or on our website. You acknowledge that we may, from time to time, use your name, trademark and/or logo incidentally and/or in passing in connection with promotion of our and our partners’ businesses, products and services during and after the Term. To the extent that any such use is objectionable to you, you may notify us of your objections in writing. We will work in good faith to remove or minimize, to the extent reasonably possible, any such objectionable use. You hereby waive any claim or damages against us relating to such use.
9. You will not copy or use any information or intellectual property belonging to other Members or 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.
10. You will not take, copy or use for any purpose the name “ATLAS Workbase” 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 the Premises, without prior written consent from ATLAS.
11. You agree that you are solely responsible for ensuring compliance by the individuals on your Additional Member List of all ATLAS Workbase rules, policies, and procedures as communicated by us to you from time to time. We may add, delete or amend our rules and policies at our reasonable discretion and with notice to you, provided that neither the enforcement of such rules nor the additions, deletions or amendments of such rules shall single out or discriminate against any Member on the Premises receiving similar services.
TECHNOLOGY ACCEPTABLE USE POLICY
1. Technology Acceptable Use Policy. As part of the Membership Services, ATLAS Workbase will provide you and your Members with access to the internet, as well as log in credentials to access the Member portal at www.atlasworkbase.com (“ATLAS Technology”). As such, ATLAS Workbase has developed this policy to provide the ATLAS Workbase community access to the best technology offerings possible. You agree that you and any and all individuals on your Additional Member List will comply with this policy and you are solely responsible for ensuring such individuals' compliance with this policy.
2. Prohibited Activities. You may only access and use ATLAS Technology for lawful purposes and you agree that you will not do any of the following:
a. Use any robot, spider, script, scraper, deep link or other similar automated data gathering or extraction tools, programs, algorithm or methodology to access, acquire, copy or monitor any portion of any ATLAS Technology without our prior written consent, with such consent able to be withheld for any reason;
b. Use any ATLAS Technology in any manner that could damage, disable, overburden, disrupt or impair any ATLAS server, the networks connected to any ATLAS Workbase server, or interfere with anyone else’s use and enjoyment of any ATLAS Technology;
c. Send or transmit unsolicited advertisements or content ("spam") via or using ATLAS Technology;
d. Send, transmit, or receive any illegal content using any ATLAS Technology, whether via e-mail, peer-to-peer file sharing, or any other electronic communication channel;
e. Upload, download, post, reproduce, or distribute any content protected by copyright, or any other proprietary or intellectual property right, without the permission of the owner of such content.
f. Disobey any applicable policies or regulations of networks connected to any ATLAS Technology;
g. Modify, adapt, translate or reverse engineer any ATLAS Technology;
h. Frame or reformat any ATLAS Technology in any way; or
i. Use any ATLAS Technology to collect information about any other ATLAS Workbase Members without written permission from ATLAS Workbase.
3. Reservation of Rights. ATLAS Workbase reserves the right to refuse to transmit or post, and to remove or block, any information or materials, in whole or in part, that ATLAS Workbase, in its sole discretion, deems to be in violation of this policy, or otherwise harmful to ATLAS Workbase's network or other Members' use of ATLAS Technology, regardless of whether such material or its dissemination is unlawful. Neither ATLAS Workbase nor any of its affiliates or agents have any obligation to monitor transmissions or postings (including, but not limited to, email, file transfer, blog, newsgroup, and instant message transmissions) made on ATLAS Technology. However, ATLAS Workbase and its affiliates and agents have the right to monitor these transmissions and postings from time to time for violations of your Membership Agreement or this policy and to disclose, block, or remove such transmissions and postings in accordance with this policy, the Agreement, and applicable law.
4. Technical Support. In order to utilize all ATLAS Technology offered by ATLAS Worbase, it may be necessary to install software onto your computer or other electronic equipment and you agree to such installation. In addition, at your request, we or service providers may help troubleshoot problems you may have in trying to access certain functionalities, such as printing or accessing the Internet. Regarding the foregoing, you agree that we and our affiliates (i) are not responsible for any damage to any computer, tablet, mobile device, or other electronic equipment related to such technical support or download and installation of any software; (ii) do not assume any liability or warranty in the event that any manufacturer warranties are voided; and (iii) do not offer any verbal or written warranty, either expressed or implied, regarding the success or results of any technical support we may provide.
Cobot is the web platform used by ATLAS Workbase to provide this website.
See Cobot Terms