Legal Agreement: Terms of Service

License. ConverSpace hereby grants to Member permission and license (the “License”) from and after the Effective Date to use the Space (defined in Section 2 below) at Member’s sole expense, risk and responsibility, and subject to the terms set forth in this Agreement, the Rules and Regulations “Schedule 1” and “Schedule 2” set forth at www.theconverspace.com, and the Member Handbook (hereinafter “Handbook”) set forth at www.theconverspace.com.  Member acknowledges, understands and agrees that Member has no leasehold, easement or other interest in the real property, building, or improvements thereon as to the Space.

 

  1. 2. Licensed Area. The License applies only to the building located at 136-4 Forum Drive, Columbia, South Carolina 29229 (the “Space”). 

 

  1. 3. Permitted Uses. Member’s license to use the Space is limited to building access, use of the furniture, workspace, office equipment, internet, conference space, and other services listed in this Agreement (“Services”). 

 

  1. Prohibited Uses. Member acknowledges that any right to use the Space is limited to the rights granted herein.  During and after the term of this Agreement, regardless of how the License is terminated, Member will not:

 

(a) use the Services in any manner that could damage, disable, impair, or overburden any ConverSpace server, or the network(s) connected to any ConverSpace server;

 

(b) engage in any online or other activities that may damage or otherwise adversely affect the benefit of membership, ConverSpace’s reputation, or the reputation of members of ConverSpace, including but not limited to using the Space in connection with downloading or using trademarked or copyrighted material without permission, pyramid schemes, spam, identity theft, defaming or harassing others, or uploading or downloading profane or indecent material;

 

(c)  engage in any disorderly, unlawful, or hazardous activity in the Space or around the building in which the Space is located; or

 

(d)  engage in or conduct business in a manner, utilize the Space or use the Services in violation of any local, state, or federal law, ordinance, regulation or rule.

 

  1. Commencement Date. Member’s right to use the Space for the Services shall begin on the date hereof and shall continue month-to-month unless terminated by either party as provided below. 

 

  1. Secondary Members. The terms of this Agreement and License apply to any employees, agents, or guests of the Member (hereinafter “Secondary Members”).  Sharing and enforcement of the Rules with Secondary Members will be the responsibility of the Member.  Violations of the Rules by Secondary Members will be treated as violations by the Member.  Member shall provide to ConverSpace a list of all Secondary Members and shall be responsible for updating said list as Second Members are removed, substituted or added.

 

  1. Events. Member understands that use of the Space may on occasion be disrupted. This may include, but is not limited to: (i) the offering of events or services on the premises that are not included in the standard membership and that may require additional fees to attend or use; (ii) the need to move to another work area and, under rare circumstances, to vacate the premises entirely for a special event; or (iii) any closings for holidays or professional development days of employees.

 

  1. Community. ConverSpace has been created for the benefit of the entire community of members.  Member’s actions should not interfere with the interests of the community as a whole.  Member may not act in a manner that in ConverSpace’s sole discretion does or is likely to adversely affect the peaceful operation or enjoyment of the Space, the building in which the Space is located, or the building’s occupants, guests, or contractors.

 

  1. Fees.

 

(a)        Memberships are 12 month basis, unless specifically agreed upon by ConverSpace and Member in writing.  Member’s fees are per month based on the membership level selected at the time of sign up(“Fees”).  ConverSpace reserves the right to modify the fee amounts at any time.

 

(b)        Fees will be automatically billed and collected electronically on the first (1st) day of each month.  Member shall provide ACH or credit card billing information to ConverSpace for the collection of the Fees.

 

(c)        If any payment tendered by or on behalf of Member is declined by a Member’s banking institution, Member shall pay a $30.00 Insufficient Funds Fee, in addition to any applicable bank fees of Member’s banking institution.  

 

(d)        Any changes to payment information should be done thirty (30) calendar days before the new draft is set to take place.  Failure to update payment information may result in a declined draft and fee of $30.00.  Members are solely responsible for updating payment information.

 

  1. Termination At Will. This Agreement and License may be terminated by either party hereto at will, at any time and for any reason or for no reason, upon thirty (30) days written notice to the other party (except as otherwise provided in Section 11 below).  Fees will be prorated if the termination date falls within a billing cycle.  Any termination under this section applies to Secondary Members. 

 

  1. Default; Remedies. In the event of Member’s failure (i) to timely pay any fees hereunder or (ii) to fully and timely comply with any of the other provisions of this Agreement and such failure is not cured within five (5) days after notice thereof to Member, such failure shall be deemed to be an event of default under this Agreement and License. In the event of a default hereunder by Member,  ConverSpace shall have the right, in addition to any and all other remedies available at law or in equity, and notwithstanding any other provision contained in this Agreement, to terminate this Agreement and License granted herein, upon three (3) days’ notice thereof to Member.    Any termination under this section applies to Secondary Members. 

 

  1. Return of Property. Immediately upon termination of this Agreement and License, as outlined in Sections 10 and 11 above, Member shall return key tags and any other ConverSpace property in his, her or its possession.   Failure to return such property shall result in a $25.00 fee to be charged on Member’s documented method of payment. 

 

  1. Disposal of Member Property. If the Agreement and License is terminated, as outlined in Sections 10 and 11 above, ConverSpace shall be authorized to collect any Member or Secondary Members’ belongings and property in the Space and store such items for Member pick up.  ConverSpace will notify Member in writing to pick up such items.  Unless required by applicable law, the abandoned items may be disposed of two (2) calendar weeks after submission of notice to Member.  Any costs of enforcement, collection, and disposal will be Member’s responsibility.

 

  1. Modification. ConverSpace reserves the right to modify, alter, or change the terms and conditions of Membership, the rules and regulations, and the Handbook at any time.   ConverSpace will notify members of any changes by way of email within five (5) days of enactment. Member is responsible for periodically checking for any changes. 

 

  1. Indemnity. Member shall indemnify and save harmless ConverSpace, its officers, shareholders, partners, agents, representatives, and employees (collectively “Indemnitees”) from and against any and all claims, actions, liabilities, losses, costs and demands for personal injury, including death of persons (including the officers, agents and employees of Member and Member's invitees), and/or for destruction of or damage to property, (i) caused or contributed to by the acts or omissions of Member (including the officers, agents and employees of Member, and Member's invitees), (ii) related directly or indirectly to any personal property stored at the Space, (iii) which arise out of, as a result of or in connection with the entry onto and/or occupancy of the Space by Member, or (iv) which arise out of, as a result of or in connection with any breach of this Agreement by Member. Member further covenants and agrees to indemnify, defend and hold harmless the Indemnitees from and against any and all claims, actions, liabilities, losses, costs and demands for destruction of or damage to Member's property and waives all claims against the Indemnitees for any such destruction or damage. 

 

  1. ASSUMPTION OF RISK AND DISCLAIMER OF LIABILITY: WITHOUT LIMITING ANYTHING CONTAINED IN THIS AGREEMENT, MEMBER KNOWINGLY AND VOLUNTARILY ASSUMES ANY AND ALL RISKS, KNOWN AND UNKNOWN, WHICH MAY ARISE DIRECTLY OR INDIRECTLY FROM ITS USE OF THE SPACE.  MEMBER SPECIFICALLY AGREES THAT IT WILL NOT SEEK REIMBURSEMENT, DAMAGES OR ANY OTHER KIND OF COMPENSATION FROM CONVERSPACE, NOR MAKE ANY CLAIMS WHATSOEVER AGAINST CONVERSPACE, IT’S AGENTS OR EMPLOYEES, AND CONVERSPACE, IT’S AGENTS OR EMPLOYEES SHALL HAVE NO LIABILITY TO MEMBER OR ANY PERSON ENTERING THE SPACE BY, THROUGH OR UNDER MEMBER'S RIGHTS HEREUNDER, FOR ANY LOSS, COST, DAMAGES, BODILY INJURIES OR DEATH.  THIS INCLUDES BUT IS NOT LIMITED TO, THEFT, DAMAGE TO PERSONAL PEROPERTY, DAMAGE TO BUSINESS PROPERTY, LOSS OF PROFITS, LOSS OF CONFIDENTIAL INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, 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 THE SPACE OR ITS SERVICES.  CONVERSPACE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE SPACE, AND MEMBER ACCEPTS THE LICENSE TO USE THE SPACE IN ITS PRESENT CONDITION “AS IS, WHERE IS” AND WITH ALL FAULTS.  MEMBER ACKNOWLEDGES THAT CONVERSPACE SHALL NOT BE OBLIGATED TO MAKE ANY IMPROVEMENTS TO THE SPACE.   CONVERSPACE SHALL HAVE NO OBLIGATION TO PROVIDE ANY SECURITY.

 

  1. Notices. All notices hereunder shall be in writing by email with confirmed receipt, certified mail or by a recognized overnight delivery service. Any notices to ConverSpace shall be at the 136-4 Forum Drive, Columbia, South Carolina 29229.  Any notices to Member shall be at the address provided to ConverSpace at the onset of membership.   However, the addresses of either party may be changed at any time by written notice by the party to be notified in the manner above specified.

 

  1. Time of Essence. Time is of the essence as to the performance of all obligations under this Agreement. 

 

  1. Governing Law. This Agreement and License shall be construed and enforced in accordance with the laws of the State of South Carolina.

 

  1. Counterparts. This Agreement may be executed in separate counterparts (including by facsimile, e-mail and other electronic means), each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

 

  1. Authority to Execute Agreement. Each person signing hereunder warrants that he or she has the capacity and the authority to sign this Agreement on behalf of the respective person or entity which is being represented.

 

  1. Attorneys’ Fees. In the event of litigation between the parties hereto arising out of this Agreement or Member’s use of the Space including without limitation a default hereunder, the prevailing party shall be entitled to cost of litigation, including but not limited to reasonable attorney’s fees and expenses.  

 

23.           Non-Assignable.  Subject to Section 6 of this Agreement, the License is personal to Member.  Member shall not assign or transfer the License or Agreement, in whole or in part to any person for any purpose including the Permitted Use.  Member will not grant or permit encumbrances to be placed upon the Space or the License.  Any attempted assignment, pledge, or transfer in violation of this paragraph shall be void. 

 

  1. Waivers, Amendments. No waiver by ConverSpace of any provision of this Agreement shall be effective unless in writing, and no such waiver shall constitute a waiver of any other provision or a subsequent breach of the same provision.  This Agreement shall be amended only in writing signed by Member and ConverSpace.  No verbal amendments shall be enforceable by or against either party. 

 

  1. Illegal or Invalid Provisions. Should any provision of this Agreement be determined by any Court to be illegal or invalid, the validity of the remaining provisions shall not be affected thereby and the illegal or invalid provision shall be deemed not to be a part of the Agreement.

 

  1. WAIVER OF JURY TRIAL. MEMBER AND CONVERSPACE EACH HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FOR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION WITH: THIS AGREEMENT; ANY AND ALL OTHER CONTRACTS, DOCUMENTS, OR TRANSACTIONS RELATED TO OR CONTEMPLATED BY THIS AGREEMENT; AND/OR THE RELATIONSHIPS BETWEEN AND AMONG THE PARTIES HERETO.  MEMBER AND CONVERSPACE EXECUTE THIS WAIVER OF RIGHT TO TRIAL BY JURY KNOWINGLY, VOLUNTARILY, AND INTELLIGENTLY, AND EACH HEREBY CERTIFIES THAT IT HAS READ AND UNDERSTANDS THIS WAIVER.  MEMBER AND CONVERSPACE ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER.  THIS WAIVER OF RIGHT TO TRIAL BY JURY SHALL SURVIVE THIS AGREEMENT AND, SHOULD ANY OTHER PROVISION OF THIS AGREEMENT OR THE AGREEMENT ITSELF BE DEEMED INVALID, ILLEGAL OR OTHERWISE UNENFORCEABLE, THIS PARAGRAPH SHALL REMAIN IN FULL FORCE AND EFFECT.