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Member Services Agreement

TERMS & CONDITIONS

The services that STEAMWORK operated by DDx Media Inc., dba Steamwork, provides to you are subject to the following Terms and Conditions (T&C). STEAMWORK reserves the right to update the T&C at any time without notice to you. STEAMWORK membership application does not create a tenancy but a prepaid usage license to use the provided amenities on a monthly or casual basis.

  1. DESCRIPTION OF SERVICES

STEAMWORK may provide you with access to office space, workstations, meeting and/or conference rooms, Internet access, office equipment, conference space, online account access, knowledge resources, storage, vending and other services (collectively, “Services”). The Services are subject to the T&C at all times.

  1. NO UNLAWFUL OR PROHIBITED USE

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 STEAMWORK CENTER’s server, or interfere with or prevent 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 STEAMWORK 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, nor should you post or download files that you know or should know are illegal or that you have no rights to.

You hereby represent and warrant that you have all requisite legal power and authority to enter into and abide by the terms and conditions of this T&C 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.

We reserve the right to refuse service to anyone. We also reserve the right to dismiss any Member, Guest or Visitor from the club or facility at our discretion. And we may terminate a membership for the violation of the rules, regulations, policies, provisions, terms or conditions listed in the Membership Agreement and/or in the online member account, the website and/or posted in the club facility itself. This means every membership is terminable by STEAMWORK at-will immediately upon notice to you, with or without cause.

Not only may you not use STEAMWORK for any purpose that is unlawful, you may not use STEAMWORK for anything that is prohibited or unacceptable to others in or near the facility, or a part of the STEAMWORK online community.

You may not do anything that could damage, disable or impair any of STEAMWORK equipment, facilities, Services, programs or resources.

You agree never to attempt to gain access to any computer systems or networks of STEAMWORK CENTER, or attempt to obtain any materials or information not intentionally made available to our Members, Guests or Visitors.

If you break the law or otherwise misuse your membership, guest or visitor privileges in any way we will immediately exercise our rights to terminate.

  1. USE OF SERVICES

You agree that when participating in or using the Services, you will not:

  1. Use the Services in connection with ANY contests, pyramid schemes, chain letters, junk email, spamming, spimming or any duplicative or unsolicited messages (commercial or otherwise);
  2. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
  3. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through STEAMWORK servers.
  4. Upload, or otherwise make available, file that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as a limitation, copyright, trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same.
  5. 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;
  6. Upload files that contain viruses, Trojan Horses, Worms, time bombs, candlebots, corrupted files, or any other similar software or programs that may damage the operation of another computer or property of another coworker.
  7. Download any file that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and or/distributed in such manner.
  8. Restrict or inhibit any other user from using and enjoying the Services.
  9. Violate any code of conduct or other guidelines which may be applicable for any particular Service (including the Building Rules).
  10. Harvest or otherwise collect information about other, including email addresses, without the authorization or consent of the disclosing party.
  11. Violate any applicable laws or regulations; or
  12. Create false identity for the purpose of misleading others.

 

  1. MEMBER, GUEST AND VISITOR CONDUCT

Members, their Guests and Visitors shall be subject to the control and guidance of STEAMWORK staff and follow the instructions of the staff while in the STEAMWORK facilities. Members and Guests agree to conduct themselves in a well-mannered fashion so as not to cause any disturbances that would interfere with the productivity and enjoyment of STEAMWORK by other Members, Guests and Visitors.

Under no circumstances shall Members, Guests or Visitors use foul, loud, or slanderous language, or harass, molest, badger, or solicit others. No illegal activity is ever permitted.

  1. PARTICIPATION ACKNOWLEDGEMENT

You acknowledge that you are participating in or using the Services at your own free will and decision. You acknowledge that STEAMWORK does not have any liability with respect to your access, participation in, use of the Services, or any loss of information or property resulting from such participation or use.

  1. NOT AN EMPLOYEE

You are not an employee of STEAMWORK and your membership, or purchase of any Services, does not constitute an employer-employee relationship.

 

  1. FEES & FINANCIAL OBLIGATIONS

MEMBERSHIP

Memberships are monthly, individual, non-transferrable, and automatically renew monthly. Your rights and obligations under this Agreement cannot be assigned to anyone else without our prior written consent.

You may upgrade your membership at any time. Upgrades will be invoiced for the pro-rated difference in rate based on the number of days remaining in the month.

INVOICING AND PAYMENT

The member is automatically invoiced monthly in advance, based on their membership option and the original date of membership. Also included are any variable charges that may have been incurred during the previous period. Payment is required at the beginning of the month for that period, at the date specified in the invoice.

Payment for casual usage is either paid on the day of use unless other arrangement have been made with STEAMWORK CENTER.

RENEWALS AND TERMINATIONS

This Agreement is automatically renewed at the end of each period with consent of each party. The T&C must be adhered to at all times. Failure to follow T&C can result in non-renewal or even early termination of the usage license.

STEAMWORK reserves the right to terminate any Service at any time, immediately and without notice, if you fail to comply with the T&C. This includes non-payment or violation of the space rules.

If this happens, STEAMWORK will refund any amounts paid for unused periods that remain after deducting any pending charges, on a pro-rata basis excluding the current calendar month.

AUTOMATIC BILLING/EFT AUTHORIZATION

All recurring and incidental charges are conducted by means of Automatic Billing or Electronic Funds Transfer (EFT). You, the Member or Buyer, do hereby authorize STEAMWORK CENTER’s third-party billing administrator to electronically and automatically bill your bank or credit card company (as indicated) for payment by way of EFT. This EFT billing may apply to: Monthly Dues, Annual Maintenance Fee, Prepaid Membership Renewal Fees, Services (including but not limited to private office, training or conference room use, mail services etc.) or related incidental/service charges as a result of Insufficient Funds.  EFT is the safest form of payment available and the Member or Buyer maintains full control and privacy over their accounts at all times.

You understand that STEAMWORK may continue to charge your account and/or cancel your Membership in accordance with the terms and conditions of this agreement.

FAILURE TO PAY

Any monthly EFT billing which is returned for non-payment will automatically include an Incidental Service Charge of $25 for a returned EFT billing (see below). The membership will be cancelled and you will be liable for all outstanding monies due at that time if the monthly billing and Incidental Service Charge is not paid within 10 days of the original EFT due date. Placing a stop payment on the account does not relieve the Member and Buyer of obligation to comply with Membership Cancellation procedures.

NOTICE REGARDING RETURNED CHECKS AND EFT BILLING

According to California Civil Code, Section 1719 (1983 statutes, Chapter 522, as amended):

Any person who makes a check, draft, or order for the payment of money which is dishonored is civilly liable for damages of at least one hundred dollars ($100) or, if higher, three times the amount of the check up to one thousand five hundred dollars ($1,500).

Except in the case of a “good faith dispute” placing a stop payment on your account does not relieve you of your obligation to comply with Membership Cancellation procedures. STEAMWORK charges $25.00 for each returned check, EFT, or credit card payment.

RIGHT TO MODIFY

Except as provided within this Membership Agreement STEAMWORK reserves the right to adjust any fees at any time at its sole discretion. Further, STEAMWORK has the right to add to any membership dues, any tax imposed by the government. Members will be provided with a (30) day notice of any such increases.

UNPAID BALANCES

Outstanding balances are subject to immediate membership suspension and a service charge of $25 for each month overdue. Any cost for collections incurred by STEAMWORK will be added to the member’s outstanding balance. Upon termination or cancellation of membership any unpaid balance for services, membership fees, or merchandise will become immediately due. STEAMWORK reserves the right to charge past due balances and related charges to the Membership account under EFT authorization.

MEMBER OBLIGATIONS

You shall not be relieved of the obligation to make payments agreed to and no deduction from any payment shall be made because of your failure to use the STEAMWORK facilities. Dues are for the period stated in the Agreement.

It is your responsibility to promptly update any changes in contact information (including but not limited to e-mail, address and telephone) and billing information in your online member account.

You agree to always maintain valid bank or credit card account for EFT in your online account and authorize STEAMWORK to bill your bank or credit card account for any services received.  You authorize STEAMWORK to charge the bank or credit card company account on file in lieu of presenting it for any services received, at your request.

You understand that monthly dues and / or renewal fees will be charged or withdrawn on or after the same day of each month as listed in your Membership Registration. Additional fees will be charged or withdrawn immediately or at the time of requested services.

CANCELLATION OF A MONTH-TO-MONTH MEMBERSHIP OR CHANGE IN EFT BILLING INFORMATION

The existing EFT Payment Authorization will remain in full effect until member submits in writing a cancellation request at least 30 days before the next scheduled EFT payment and the request is approved. In the case of a Cancellation the Member must pay in full any outstanding monies due. No refunds for unused hours, prepaid services, downgraded services, missed deadlines or booking credits.

The Member may continue to use the facility during the Paid Period and the membership ends at the conclusion of the Paid Period. The Member must return all membership access devices (e.g. keys or key-FOBs). Once the membership is cancelled, an enrollment fee, if applicable, must be paid again should the former member elect to rejoin STEAMWORK CENTER.

We are asking Founding Members to make a 6-month commitment.

LATE CANCELLATION AND EFT BILLING ERRORS

No refund of monthly dues will be paid in the event that a Member Cancels after the cancellation deadline (30 days prior to the final billing date). It is the member’s responsibility to observe proper cancellation procedures.

REFUNDS

Should a billing error occur STEAMWORK would provide a refund with an authoritative WRITTEN proof of cancellation, i.e., emailed receipt of cancellation within agreed upon notification period. It is Your responsibility to retain records until the cancellation has been confirmed via bank documentation. Unless otherwise stated, any approved refund will be made within forty-five (45) business days from the date of request.

GIFTS

In the event this membership is purchased for another, the Buyer assumes full responsibility for any person who becomes a Member under the Agreement and these Terms and Conditions and shall indemnify STEAMWORK its affiliates, agents, and employees against any and all liability incurred by the Member during his or her use of any and all STEAMWORK facilities. In addition, the Member must sign and agree to all provisions of the membership.

  1. DISCLOSURE

STEAMWORK reserves the right at all times to disclose any information about you, your participation in and use of the Services as STEAMWORK 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 STEAMWORK CENTER’s sole discretion.

  1. CONFIDENTIALITY

You acknowledge and agree that during your participation in and use of the Services you may exposed to Confidential Information.

“Confidential Information” shall mean all information, in whole or in part, that is disclosed by STEAMWORK or any participant of used of the Services or any employee affiliate, or agent thereof, that is non-public, confidential or proprietary in nature. Confidential information also includes, without limitation, information about business, sales, operations, know-how, trade secrets, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of STEAMWORK CENTER, any analyses, compilations, studies or other documents prepared by STEAMWORK or otherwise derived in any manner from the Confidential Information that you are obliged to keep confidential or know or has reason to know should be treated as confidential.

Your participation in and/or use of the Services obligates you to

  1. Maintain all Confidential Information in strict confidence; Not to disclose Confidential Information to any third parties;
  2. Not to sue the Confidential Information in any way directly or indirectly determined to STEAMWORK or any participant or user of the Services.

All confidential information remains the sole and exclusive property of STEAMWORK or the respective disclosing party. You acknowledge and agree that nothing in this T&C or your participation or use of the Services will be construed as granting any rights to you, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property proprietary rights of STEAMWORK or any participant or user of the Services.

  1. DISCLAIMER OF WARRANTIES

To the maximum extent permitted by the applicable law, STEAMWORK provides the Services “as is” and with all faults, and hereby disclaim with respect to the services all warranties and conditions, whether express, implied or statutory, including but not limited to:

  • merchantability,
  • fitness for a particular purpose,
  • lack of viruses,
  • accuracy or completeness of responses,
  • results,
  • workmanlike effort and
  • lack of negligence.

Also there is no

  • warranty,
  • duty or condition of title,
  • quiet enjoyment,
  • quiet possession,
  • correspondence to description or
  • non-infringement.

The entire risk as to the quality, or arising out of participation in or the use of the services, remains with you.

  1. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES

To the maximum extent permitted by the applicable law, in no event shall STEAMWORK or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly and 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 STEAMWORK CENTER, and even if STEAMWORK has been advised of the possibility of such damages.

  1. 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 STEAMWORK or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns under any provision of this T&C and your exclusive remedy for all of the foregoing shall be limited to actual damages incurred by you based on reasonable reliance up to the last three months of your payments made to STEAMWORK CENTER.

The foregoing limitations, exclusions and disclaimers, including the previous sections) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

  1. NON-DISPARAGEMENT

You shall, during and after the participation in and use of the Services, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding STEAMWORK CENTER, or any of STEAMWORK officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law.

  1. INDEMNIFICATION

You release, and hereby agree to indemnify, defend and save harmless DDx Media, Inc., STEAMWORK and STEAMWORK subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties based upon or arising out of your negligent actions, errors and omissions, willful misconduct and fraud in connection with the participation in or use of the Services.

You further agree in the event that you bring a claim or lawsuit in violation of this agreement, you shall be liable for any attorney fees and costs incurred by STEAMWORK or its respective officers and agents in connection with the defense of such claim or lawsuit.

  1. SEVERABILITY

In the event that any provision or portion of this T&C is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this T&C shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.

  1. INSURANCE

STEAMWORK carries Liability and Business Personal Property insurance. As a member planning to conduct business at Steamwork Center, you are required to carry an 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 STEAMWORK facilities.

  1. DISCLAIMER OF WARRANTIES

HOURS AND FACILITIES

At the sole discretion of management and without notice, STEAMWORK reserves the right to alter or amend staffed hours of operation, make changes to the physical facilities, change equipment, alter, amend or eliminate Services, programs and activities, and/or temporarily close the facility or a part of the facility while repairs, renovations or seasonal maintenance take place. STEAMWORK will make every effort to minimize any disruption to members during these periods. There will be no reduction, suspension, abatement, or apportionment of membership fees or other charges.

MATERIAL CHANGES AND EXTENDED INTERRUPTION OF SERVICE

Member may cancel this Agreement if STEAMWORK materially changes the services promised as part of the initial contract. In the event of an extended interruption of services due to a fire, natural disaster, or national emergency, STEAMWORK reserves the right to transfer membership to another like facility within a five-mile radius, or, freeze memberships and resume memberships, as services are made available again. If this period of interruption extends beyond one-year a member’s membership obligations will be suspended.

EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES

STEAMWORK will not be responsible for the loss, theft, disappearance, or damage to any personal property, including money, negotiable securities or jewelry belonging to Member, Guests or Visitors. Members, Guests and Visitors are encouraged to leave valuables at home or to keep them on their person at all times. Personal belongings can be stored in lockers. Day-use lockers are to be used only during the Member’s or Guest’s visit to the club. Overnight lockers can be rented on a monthly basis. STEAMWORK does not provide locks. Food, beverages and containers will be removed at the end of each day. Please remember that lockers are not theft proof.

SOFTWARE SECURITY

STEAMWORK does NOT make any warranties or guarantees about security. It is the Member, Guest and Visitor’s responsibility to secure their own personal computer or device with intrusion detection/prevention software ﴾firewall﴿ and anti-malware clients.

  1. RISKS

ASSUMPTION OF RISK

These risks can range from minor injuries to major injuries including death and accidental injuries. Accidental injuries include those caused by you, those caused by other persons, those of a slip and fall nature, and injuries occurring anywhere in the club including but not limited to: hallways, lobbies, restrooms, offices, conference rooms or activities associated with the club, but outside the club. In consideration of Member, Guest and Visitors participating in the activities and use of the facilities offered by STEAMWORK CENTER, Members, Guests and Visitors knowingly and freely assume the risk of any and all accidents or injuries of any kind that may be sustained by, or in connection with, use of the facilities.

UNSUPERVISED USAGE AND SPECIAL RISK

You acknowledge that STEAMWORK is an unsupervised club, which may pose a special risk for members to consider. You assume all risks associated with using the facility and all equipment with or without the aid and presence of STEAMWORK staff.

Equipment Misuse is Dangerous: It is Your responsibility to assure safe use of any and all equipment. Using equipment in a manner not intended by the manufacturer is prohibited.

  1. INDEMNIFICATION

Except for willful misconduct or gross negligence, You agree to fully release, discharge, indemnify, defend, and hold harmless, STEAMWORK CENTER, its owners, officers, directors, shareholders, employees, instructors, agents, lessors of premises and equipment, and affiliates (“Releasees”), and to assume responsibility for any and all present and future claims or demands resulting in injury, death or property damage, whether caused by the negligence of Releasees or otherwise, while You are in, or about the STEAMWORK premises or any facilities or equipment, or taking part in any activities associated with STEAMWORK CENTER, but outside the physical location. You understand that STEAMWORK is relying on this Release of Liability and Hold Harmless provision in agreeing to enter into this Agreement.

  1. LIMITATION OF LIABILITY

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 STEAMWORK [including its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, guests, visitors, representatives, employees, and/or successors] shall be limited to actual damages incurred by you based on reasonable reliance up to a maximum of the total fees actually paid by you to STEAMWORK during the prior 6 months.

The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

  1. ACKNOWLEDGEMENTS

You acknowledge receiving and reading a complete copy of this Agreement before accepting it.

All of the terms and conditions in this Agreement, as well as those contained in the STEAMWORK Members’ Guide are a part of this Agreement.  You understand that STEAMWORK terms and conditions in our STEAMWORK Members’ Guide are included in your online member account (and posted on HTTP://STEAMWORKCENTER.COM); are incorporated into (or referenced by) this Agreement; and are binding.

We, STEAMWORK CENTER, agree to sell and You agree to purchase the membership, goods and services described herein. You agree to pay us for the membership, goods and services according to the Term and payment schedule listed in your Membership Registration and the Addendum titled “Membership Fee Schedule”. All persons signing this Agreement are equally responsible for paying it in full.

You acknowledge that STEAMWORK did not make any representations or promises that are not stated in this Agreement.

STEAMWORK employees are not authorized to make any changes written and/or verbal, additions, or modifications to this Agreement.

This Agreement, these Terms and Conditions, and all rules, regulations and policies of STEAMWORK as revised from time to time, and constitutes the entire and exclusive Agreement between You, the Member, and STEAMWORK CENTER, and replaces any prior agreement, promise, and/or representations whether oral or written.

This Membership Agreement shall be interpreted under the laws of the State of California. If a court declares any part of this agreement invalid, it will not invalidate the remaining parts, which continue unaffected. Our delay or failure to enforce any right in the agreement, for any reason, does not waive our right to enforce it later. In the event of any litigation arising out of this agreement the prevailing party shall be entitled to recover legal fees.

  1. ARBITRATION

You agree to settle any dispute with STEAMWORK CENTER, any of its employees, vendors, affiliates, members, guests, or visitors using binding arbitration instead of a lawsuit. You agree to use the American Arbitration Association commercial arbitration rules with the venue for all proceedings to be in Los Angeles County, California.