Legal Agreement: Terms of Service
Bearden Technology Suites
Terms of Service
- Acceptance of Terms. Left Hand Ventures, LLC, in management of Bearden Technology Suites at 342 Troy Circle, Knoxville, TN 37919 (hereby referred to as “The Space”) provides to you, the undersigned (“Member”), various Services (defined below) and are subject to the following Terms of Service (“Agreement”).
- Description of Services. Depending on Member’s chosen plan, The Space will provide Member with access to a shared coworking office space (“Shared Membership”) or a dedicated office (“Dedicated Membership”) with internet access. It may also provide Member office equipment, conference space, knowledge resources, janitorial and other services as The Space may offer from time to time pursuant to the Agreement (all of the above collectively, “Services”). The Services at all times are subject to this Agreement.
- No Unlawful or Prohibited Use. As a condition of Member’s use of the Services, Member will not use the Services for any purpose that is unlawful or prohibited by this Agreement. Member may not use the Services in any manner that could damage, disable, overburden, or impair any The Space server, or the network(s) connected to any The Space server, or interfere with any other party’s use and enjoyment of any Services. Member may not attempt to gain unauthorized access to any Services, or accounts, computer systems or networks connected to any The Space server or to any of the Services, through hacking, password mining or any other means. Member may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services.
Member agrees that when participating in or using the Services, it will not:
a. Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited message (commercial or otherwise);
b. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
c. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through The Space servers or bandwidth;
d. Upload files that contain viruses, Trojan Horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;
e. Restrict or inhibit any other user from using and enjoying the Services;
f. Violate any code of conduct or other guidelines which may be applicable for any particular Service;
g. Violate any applicable laws or regulations;
- Use of Space/Code of Conduct. Member agrees to the following:
a. Member shall not place anything in the common areas without approval from The Space.
b. The sidewalks, halls, passages, exits, and entrances shall not be obstructed or used for any purposes other than for ingress to and egress from The Space. etc., and are not for the use of the general public. The Space shall, in all cases, retain the right to control and prevent access thereto by all persons whose presence in the judgment of The Space, reasonably exercised, shall be prejudicial to the safety, character, reputation and interests of The Space and its property and premises.
c. No cooking shall be done or permitted on the premises, nor shall The Space be used for lodging (the use of a coffee maker and microwave are, however, permitted uses). Member agrees not to leave any area dirty after Member’s use.
d. Member shall not bring upon, use or keep in The Space any hazardous material or use any method of heating or air conditioning other than that supplied by The Space.
e. Member will not hang anything on the walls or from the ceiling or make any alterations whatsoever without approval.
f. Without the prior written consent of The Space, Member shall not use the name of the The Space or any picture of The Space in connection with, or in promoting or advertising Member’s business,
g. Member shall cooperate fully with The Space to assure the most effective operation of The Space’s heat and air conditioning, and shall refrain from attempting to adjust any controls.
h. Except for The Space's gross negligence, Member assumes full responsibility for protecting The Space from theft, robbery and pilferage, which includes keeping doors locked and other means of entry to The Space closed and secured.
i. Except with the prior written consent of The Space, Member shall not sell or cause to be sold any items or services at retail in or from The Space. Member shall also not conduct any auction nor permit any fire or bankruptcy sale to be held on the premises, nor store goods, wares or merchandise on the premises.
j. All freight must be moved into, within and out of the building under the supervision of The Space and according to such regulations as may be promulgated by The Space. All moving of furniture or equipment into, within or out of the building by Member shall be done at such time and in such manner as directed by The Space or its agent.
k. Access to the building or to halls, corridors, will be given through the use of an electronic key system. Nothing contained herein shall obligate or to make The Space liable for any act or omission or failure of such system.
l. Member shall not change locks or install other locks on doors without the prior written consent of The Space.
m. Member shall give prompt notice to The Space of any accidents to or defects in plumbing, electrical fixtures or heating apparatus reasonably known to Member so the same may be attended to properly.
n. Wireless access to the Internet is provided during membership. Service interruptions, if they occur, will be handled as promptly as possible. The Space is not responsible for any data, business or other losses as a result of such interruptions. Member is responsible to protect its own computer and data from electrical surges, theft, virus, or other malicious attack. Unless otherwise set forth by The Space in writing, Member is receiving a single user account solely for Member’s use of the Services through one unit per login session. Member agrees not to resell any aspect of the Service, whether for profit or otherwise, share Member’s IP address or ISP Internet connection with anyone, access the Service simultaneously through multiple units or to authorize any other individual or entity to use the Service. Member agrees that sharing the Service with another party breaches this Agreement and may constitute fraud or theft, for which The Space reserve all rights and remedies. Member has no proprietary or ownership rights to a specific IP or other address, log-in name, or password that Member uses on our network. The Space may change Member’s address, log-in name or password at any time. The Space will assign Member an IP address each time Member accesses the Service, and it will vary. Member may not assign its login name, password or IP address to any other person. Member agrees not to use the Service, any The Space or related network or website for any fraudulent, unlawful, harassing or abusive purpose, or so as to damage or cause risk to our business, reputation, employees, subscribers, facilities, or to any person.
o. Member will not bring any pets or animals into The Space or onto its premises;
p. Member shall not smoke, vape or use tobacco products inside of or within 50 feet of the outside of The Space;
q. Member will not play music or audio except music or audio listened to using headphones and will not be overly loud or violate noise norms.
r. Member agrees to use cellular phones or other communication devices in a manner that will be not be disruptive to other members. In the interests of maintaining a peaceful environment, The Space requests that all members, guests, and clients turn their phones to vibrate while in The Space. We also ask that Member use a headphone, designated area or meeting room for calls longer than three minutes;
- Conference Room and Guest Policy. Depending on your membership, Member may be allotted conference room time. All conference room use needs to be made and registered using our online conference room reservation system. Members may not have more than 8 individuals total in the large conference room and 6 in the small conference room. All monthly allotments of conference space usage included with memberships, as well as purchases of additional usage, are subject to availability of the conference space. Unused time does not roll over or accrue from month to month. Without approval from The Space, Member agrees not to move any furniture out of the conference room.
No guests are allowed except those that are in meetings with a member in a conference room. Attendees to any meeting are allowed access to the lobby area of The Space 15 minutes before and 15 minutes after any scheduled meeting after which time they should exit The Space. Guests in the building should only have access to the conference room, lobby and bathrooms of The Space and should not be permitted to meander into other areas of The Space. Member must always be present when guests are in The Space.
- Term and Termination. Member will be charged a monthly fee for use of the Services. Shared Membership can be canceled at any time by Member. In such case, Member will be charged the full month if canceled in the middle of a term. Dedicated Membership can be canceled by Member pursuant to the term outlined in Exhibit A. The Space reserves the right to terminate any Service, Shared Membership and/or Dedicated Membership at any time and for any reason by giving the Member a 30-day notice. The Space further reserves the right to terminate Member’s participation in and use of any Services, Shared Membership and/or Dedicated Membership immediately and without notice, if Member fails to comply with the Agreement. MEMBER EXPRESSLY ACKNOWLEDGES AND AGREES THAT NEITHER THE SERVICES PROVIDED BY THE SPACE NOR THIS AGREEMENT SHALL IN ANY MANNER CONSTITUTE A LANDLORD/TENANT RELATIONSHIP, AND THE SPACE MAY IMMEDIATELY TERMINATE THE SERVICES FOR ANY REASON AT ANY TIME. Upon termination, Member agrees to immediately remove any and all of Member’s personal property from The Space property and premises. At that time, Member shall deliver to The Space all key fobs and any locker access passes which shall have been furnished to Member. In the event of the loss of any key fobs so furnished, Member shall pay The Space the cost of replacement.
- The Space Required Disclosures. The Space reserves the right at all times to disclose any information about Member and/or Member’s participation in and use of the Services as The Space 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 The Space’s sole discretion.
- Participation in or Use of Services. Member hereby represents and warrants that Member had all requisite legal power and authority to enter into the Agreement and abide by the terms and conditions of this Agreement and no further authorization or approval is necessary. Member further represents and warrants that its 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 Member is a party.
- Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SPACE PROVIDES THE SERVICES “AS IS” AND WITH ALL FAULTS, AND HEREBY DISCLAIMS WITH RESPECT TO THE SERVICES ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) WARRANTIES, DUTIES OR CONDITIONS OF OR RELATED TO: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF RESPONSES, RESULTS, WORKMANLIKE EFFORT AND LACK OF NEGLIGENCE. ALSO, THERE IS NO WARRANTY, DUTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT CONCERNING ANY USE OF THE SERVICES. THE ENTIRE RISK AS TO THE QUALITY, OR ARISING OUT OF PARTICIPATION IN OR THE USE OF THE SERVICES REMAINS WITH MEMBER.
- Exclusion of Incidental, Consequential and Certain Other Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE SPACE 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 THE SPACE, AND EVEN IF THE SPACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Limitation of Liability and Remedies. NOTWITHSTANDING ANY DAMAGES THAT MEMBER MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF THE SPACE 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 AGREEMENNT AND MEMBER’S EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO ACTUAL DAMAGES INCURRED BY MEMBER BASED ON REASONABLE RELIANCE UP TO A MAXIMUM OF ONE MONTH OF CHARGES FOR SERVICES OR $1,200, WHICHEVER IS LESS. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING SECTIONS 8 AND 9 ABOVE) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
- Indemnification. Member releases, and hereby agree to indemnify, defend and save harmless The Space and The Space’s subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses (including, without limitation, reasonable attorney’s fees), judgments, fines and penalties based upon or arising out of Member’s negligent actions, errors and omissions, willful misconduct and/or fraud in connection with the participation in or use of the Services. Member further agrees in the event that it brings a claim or lawsuit in violation of this Agreement, it shall be liable for any attorneys’ fees and costs incurred by The Space or its respective officers and agents in connection with the defense of such claim or lawsuit.
- Insurance. The Space members are not required but it is strongly suggested that they carry an insurance policy to cover their own equipment and personal property while using our space.
a. Entire Agreement. This Agreement constitutes the entire Agreement between the parties pertaining to the subject matter contained therein, and supersede all prior and contemporaneous Agreements, representations, and understandings of the parties pertaining to such subject matter.
b. Severability. In the event that any provision or portion of this Agreement, the Member Agreement or Community Norms is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall remain in full force and effect to the fullest extent permitted by applicable law.
c. Waivers. No waiver shall be binding on The Space unless executed in writing by an authorized representative of The Space.
d. Successors and Assigns. This Agreement, the Member Agreement and Community Norms shall be binding on Member’s heirs, legal representative, successors and assigns.
e. No Assignment. In no event may Member assign in whole or in part its membership or use of the Services, without the advance written consent of The Space.
f. Notice. All notices, requests, demands or other communications for which this Agreement provides shall be in writing and shall be delivered in person or sent to the following: If to Bearden Technology Suites, 342 Troy Circle SW, Knoxville, TN 37919, Managing Partner If to Member: At the registration address Member provided to The Space upon signup or such other address as any party may designate in writing. All notices under this Agreement shall be effective: (a) forty-eight (48) hours after deposit in the U.S. Mail, postage prepaid, registered or certified mail, return receipt requested; (b) Upon delivery, if delivered in person to the address set forth above; or (c) upon delivery, if sent by commercial express service, such as Federal Express, except that notices of change of address shall be effective upon receipt.
g. Attorney's Fees. If The Space shall bring any action for any relief against Member arising out of this Agreement, the losing party shall pay to the prevailing party a reasonable sum for attorneys' fees and costs incurred in bringing such suit and/or enforcing any judgment granted therein, all of which shall be deemed to have accrued upon the commencement of such action and shall be paid whether or not such action is prosecuted to judgment.
h. Governing Law. The rights and obligations governed by this Agreement shall be construed and enforced in accordance with, the laws of the State of Tennessee. Venue for the resolution of any dispute arising out of this Agreement, the Member Agreement or Community Norms shall be Knoxville, Tennessee.
i. This document can be agreed to electronically.
j. Modification. The Space may in its sole discretion, upon written notice, change the terms of this Agreement.
Member hereby acknowledges that Member has read and understood all of the terms and conditions contained in this Agreement and further agrees to be bound to the Agreement regarding my participation in and use of the Services.