HATCHWAYS MEMBERSHIP AGREEMENT
“Hatchways” means its manager, Hatchways Victory Park, LLC, and affiliates, including, but not limited to; Rebees.
“Home Campus” means the primary Hatchways location specified under “Membership Details”.
“Member” means each person you authorize to receive other benefits of membership and “member” shall mean any other Hatchways member or user of Services.
“Membership Fee” means the monthly fee paid by you and associated with the use of Services by you and your Members.
“Primary Member” means the Member specified under “Primary Member Contact Information” who is authorized to make changes to or terminate this agreement and receive or give notice under this agreement.
“Office Space” means the office specified under “Membership Details”.
“Term” means the number of months Member has agreed to be obligated to the terms of this agreement as specified under “Membership Details”.
“Upfront Fee” means the nonrefundable fee associated with securing membership.
“You” means the company or individual listed under “Membership Details” and executing this agreement.
Other capitalized terms used in this Agreement are defined in the body of the Agreement.
TERMS & CONDITIONS
THE BENEFITS OF MEMBERSHIP
- Subject to the terms of this agreement, Hatchways will provide each Member the services described below (the “Services”).
- Members have access to all Hatchways locations. Members visiting a location other than your Home Campus will be permitted to use the shared workspace and other amenities generally available to all Hatchways members for the duration of their visit. Private office space is unavailable for use by visiting Members unless pre-approved by Hatchways. In the event use of private office space is approved for use by visiting Members, additional charges may apply.
- Hatchways provides regular maintenance at each Hatchways location, provided that you will be responsible for damage caused by Members exceeding normal wear and tear. Hatchways does not provide technical or IT support to any Members and will not be responsible for any damage to any personal property of any Member.
- Subject to each Member’s acceptance of and continued compliance with the terms of service, you and your Members will have access to and the use of the hatchways.com business networking site.
- Hatchways provides access to and use of a shared Internet connection at each Hatchways location. Hatchways reserves the right to monitor any and all shared Internet activity.
- Use of Hatchways conference rooms will be made available on a first-come, first-served basis during regular business hours. Members may reserve a conference room by using the online booking system provided. You or your Members must provide immediate notice to the Hatchways Desk Manager or designated Hatchways employee if you or the Members using the reserved conference room will be late to the reservation by 15 or more minutes. Your conference room booking may be cancelled if you fail to make it to your reservation within 15 minutes of that start time and/or fail to let a designated Hatchways employee know. Hatchways reserves the right to restrict or limit access to conference rooms and reservations on a case-by-case basis.
- Hatchways provides mailbox and mail sorting service as part of your membership. Any mail received by Hatchways and addressed to a Member who has not signed up for mailbox service will be returned to sender. Hatchways will store mail or packages for 30 days after delivery and will not be responsible for any mail or packages not picked up after 30 days. Mail service is automatically terminated in the event you terminate your membership or remove a Member from your membership (in such event, mail service will only be terminated with respect to such removed Member and mail service fees will be adjusted accordingly). If you or any Member continues to list Hatchways as your business address following a termination or cancellation of mail service, Hatchways reserves the right to charge additional fees in connection with the processing, forwarding, or return of any mail received by Hatchways.
- Hatchways does not guarantee the availability of any parking at any Hatchways location. Hatchways will not be liable for any injury or damage to a Member’s vehicle, or any theft of personal property located in a Member’s vehicle. Parking is made available in a designated garage on a first-come, first-served basis at several locations.
- Business Hours. Regular business hours are generally from 8am to 7pm Monday – Friday with the exception of national holidays.
MEMBERSHIP AND OTHER FEES
- Membership Fee. During the term of this Agreement, the Membership Fee and other outstanding fees will be due each beginning of each billing cycle, with the initial billing cycle beginning on the Start Date and each subsequent billing cycle beginning on the first of the subsequent months. The Membership Fee covers the Members approved as of the Start Date. Additional Members will result in an increase to the initial Membership Fee and Signup Fee.
- Late Fees. If payment for any fee or other amount is not received within 10 days of the date it is due, a late charge in the amount of 10% of the outstanding balance will be added and shall be due and payable immediately.
- Form of Payment. Hatchways accepts payment of all amounts specified in this Agreement by a monthly direct withdrawal from your bank account or by credit or debit card. Tenants leasing offices that wish to pay via credit or debit card will be charged an additional 3% to cover processing charges.
TERM AND TERMINATION
- This agreement will be effective when accepted by Hatchways and upon the receipt of the Signup Fee and the initial Membership Fee (the “Start Date”), unless Hatchways approves a request for a later Start Date. Membership is on a monthly basis and will automatically renew at the beginning of each billing cycle unless terminated as forth herein. If the Start Date is a business day, you and your Members will be entitled to immediately begin using the shared work space and Office Space included in your membership on the Start Date. If the Start Date is not a Business Day, you and your Members will be entitled to begin using the shared work space and Office Space included in your membership on the first business day at the beginning of normal business hours.
- Office Space Not Timely Available. If Hatchways is unable to make your Office Space available by the Start Date, Hatchways will not be liable for any damage caused by any delay, nor will such delay affect the validity of this agreement. In the event of delay, you will not be obligated to make payments of the Membership Fee until the Office Space is made available to you. If the Office Space is not made available to you within 15 days of the Start Date, you may terminate this agreement by providing Hatchways with notice of such termination at any time before Hatchways notifies you that the Office Space has become available for your use. If you elect to cancel this agreement under this Section, Hatchways will refund all fees paid by you, including the Signup Fee and initial Membership Fee.
- Termination By You After the Start Date. You may terminate this agreement by delivering to your Community or Operations Manager an email notice of termination. The termination will not be effective until the last business day of your Term. The notice must be delivered to the Community or Operations Manager via email no later than 5:00 pm on the last business day of the month.
- Termination By Hatchways For Cause. Hatchways may immediately terminate this agreement in the event Hatchways determines, in its sole discretion, that you or any of your Members: (i) have breached any provision of this agreement, (ii) have violated any law, rule or regulation of any governmental entity or have otherwise engaged in any illegal act, whether or not related to the Services or your membership, (iii) have violated any Hatchways policy, term, or condition, or (iv) have engaged in any illicit, immoral, inappropriate or other act which is disruptive or dangerous to Hatchways, or its owners, managers, officers and employees, or other Hatchways members, or would result in damage to the property or reputation of Hatchways. In the event of a termination for cause, all Services will immediately cease and you and your Members will be required to immediately vacate each Hatchways location and return any keys, key cards or other Hatchways property in your possession. No refunds of any kind will be provided in connection with a termination for cause.
- Partial Termination With Respect to Individual Members. You agree to provide immediate notice in the event one or more of your Members is no longer employed or affiliated with you for any reason. Upon receipt of such notice, Hatchways will immediately terminate Services with respect to the applicable Member or Members and require that such Member or Members immediately vacate all Hatchways locations and return any keys, key cards or other Hatchways property in your possession. Hatchways will not be responsible for refunding any pro-rated amount of any previously paid Membership Fee applicable to such Member or Members. Hatchways will reduce the Membership Fee accordingly at the beginning of the next billing cycle.
HOUSE RULES AND POLICIES
- Keys, key cards and other such items used to gain physical access to any Hatchways location remain the property of Hatchways. You will cause your Members to safeguard any such property and you will be liable for a $100 replacement fee should any such property be lost or stolen.
- You shall promptly notify us of any change to your contact and payment information.
- Hatchways will provide notice to you and your Members of any changes to Services, fees, or other updates to this agreement by email to the email addresses provided by you. It is your responsibility to read such emails.
- For security reasons, Hatchways may regularly record via video certain areas in any Hatchways location.
- Hatchways reserves the right to perform background checks on you and any Member at any time and for any reason. Hatchways may remove Members, cancel Services with respect to such Members or otherwise terminate this agreement based on the results of any background check.
- Hatchways may disclose information about you or your Members as necessary to satisfy any applicable law, regulation, legal process or governmental request.
- You and your Members will abide by other rules and regulations as determined by Hatchways which are communicated to you by email. Hatchways may add, delete or amend the rules and regulations in its sole discretion and without notice to you.
- You acknowledge that each Hatchways location is subject to occupancy limitations and has limited capacity. Hatchways reserves the right to temporarily remove Members in the event a Hatchways location is over capacity.
- Shared work spaces are to be enjoyed by Members and guests for temporary use. Shared work spaces are not intended for continuous, everyday work. Only one seat per Member is permitted in shared work spaces.
- Smoking, including e-cigarettes and other similar devices, is prohibited indoors. Smoking is only allowed in outdoor designated smoking areas.
- Members are asked to be courteous to each other and to clean up after themselves. Discourteous behavior or excessive uncleanliness may result in temporary or permanent removal or cancellation or Services.
- Members are permitted to bring guests to any Hatchways conference room free of charge. Use of any shared work space or other Service by any guest may require additional fees or charges. Hatchways is not responsible for any damage caused by any guest. You agree to indemnify and hold harmless Hatchways and any of its owners, managers, officers and employees from and against any damage, cost, fees and expense (including attorney’s fees) resulting from any claim made by a third party against Hatchways arising from the behavior of any of your guests.
- Hatchways is not responsible for any damage caused by any other Hatchways member or third party. Hatchways has no obligation to participate or mediate any dispute between you, your Members, other Hatchways members and/or any third party.
- Hatchways reserves the right to refuse service, including the provision of Services, at any time and for any reason.
- Hatchways allows for the carrying of concealed handguns on premises by concealed handgun license holders only (with a valid license), unless stated otherwise. Guns or any other weapons are never allowed to be openly carried in the space. Members or guests of members who fail to comply with these conditions may be asked to immediately leave the premise without refund.
- No member is allowed to stay overnight, sleep or live in any Hatchways location. The policies, terms and conditions of this agreement and the use of Hatchways locations and Services are subject in all respects to any and all rules, policies and procedures of the building owner or property manager of the building where each Hatchways location is located.
- The policies, terms and conditions of this agreement and the use of Hatchways locations and Services are subject in all respects to any and all rules, policies and procedures of the building owner or property manager of the building where each Hatchways location is located.
- Technology Release. You agree that Hatchways and its affiliates (i) are not responsible for any damage to any Member’s computer system(i) do not assume any liability or warranty in the event that any manufacturer warranties are voided; (iii) and do not offer any verbal or written warranty, either expressed or implied, regarding the success of any technical support Hatchways may choose to provide.
- By executing this Agreement, you and your Members authorize Hatchways to grant Hatchways owners, managers, officers, and employees, and other Hatchways members, access to profiles, pictures, company information and email addresses which you and your Members have provided to Hatchways.
- Hatchways Intellectual Property. Other than as expressly provided in this agreement, nothing in this agreement shall be deemed to provide you or any Member with a license to use “Hatchways” or any other “Hatchways” intellectual property for any purpose.
- Waiver of Claims. To the extent permitted by law, you, on your own behalf and on behalf of your Members, employees, agents, and invitees, waive any and all claims and rights against Hatchways and its affiliates, owners, managers, officers and employees resulting from injury or damage to, or destruction, theft, or loss of, property or person. Hatchways is not responsible for lost, damaged, or any stolen personal property.
- Limitation of Liability. The aggregate monetary liability of Hatchways or its affiliates to you, your Members, or your or their guests, for any reason and for all causes of action will not exceed the total fees paid by you to Hatchways under this agreement. Hatchways and its affiliates will not be liable for any indirect, special, incidental, consequential, or punitive damages, including loss of profits or business interruption. You may not commence any action, or proceeding against us or our affiliate, whether in ontract, tort, or otherwise unless the action, suit, or proceeding is commenced within 1 year of the events giving rise to such cause of action.
- Without limiting the other indemnifications provided in this agreement, you will indemnify Hatchways and its owners, managers, officers, employees and affiliates from and against any and all claims, liabilities, and expenses (including attorneys’ fees), resulting from any breach of this agreement by you or your Members, or their guests or pets, or any actions or omissions by any of the foregoing persons. If any such claim, action, or proceeding is brought against Hatchways or its affiliates, you will, at your expense and upon written notice from Hatchways, defend such action or proceeding with counsel approved by Hatchways.
- Nature of the Agreement. Notwithstanding anything in this agreement to the contrary, you agree that your relationship with Hatchways is not that of landlord-tenant or lessor-lessee and this agreement in no way shall be construed as to grant you or any Member any title, easement, lien, possession or related rights in of Hatchways’s business, locations or anything property of Hatchways located at any Hatchways location. This agreement creates no tenancy interest, leasehold estate, or other real property interest. This agreement shall not be deemed to create a fiduciary or agency relationship, or partnership or joint venture. Neither party will in any way misrepresent the relationship between you and Hatchways.
- Updates and amendments to the Agreement. We may from time to time update and amend this agreement and will provide notice to you of these updates. Continued use of the Office Space or Services will constitute acceptance of the new terms. This paragraph will not apply to changes to Membership Fees and overage fees.
- Governing Law. This agreement is governed by the laws of the State of Texas, without giving effect to any conflict of law principle that would result in the laws of any other jurisdiction governing this agreement. Any such action, or proceeding will be litigated in courts located in the county of Member’s Home Campus. You hereby irrevocably agree to waive any right to a jury trial of any such claim or cause of action.
- Hatchways shall not be deemed by any act or omission to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by Hatchways.
- This agreement is subject and subordinate to any lease with any landlord that may apply to any Hatchways location and to any other agreements to which any such lease are subject to or subordinate.
- Extraordinary Events. Neither you, any Member or Hatchways is liable for, and will be considered in default or breach of this agreement on account of, any delay or failure to perform as required by this agreement (with the exception of any obligations on your part to pay any sum of money due to Hatchways under this agreement) as a result of any causes or conditions that are beyond such party’s reasonable control and which such party is unable to overcome by the exercise of reasonable diligence.