AS OF September 30, 2019
Hatchways Membership Agreement
These Terms and Conditions (the “Terms”) describe your rights and obligations in connection with your receipt and use of the services provided by Hatchways in connection with your Hatchways Membership (the “Services”, as further described below). Please read these Terms carefully. They affect your legal rights. By creating your Hatchways Membership or using the Services, you agree to abide by and be bound by these Terms.
- “Hatchways” means the Hatchways, LLC affiliate or subsidiary (i) set forth on the Member’s invoice, or (ii) rendering the Services. Sometimes known in these Terms as “we,” “our” “us” or “Hatchways”.
- “You” means the company or individual listed as “Member” and executing this agreement. Sometimes known in these Terms as “Member”.
- Other capitalized terms used in this Agreement are defined in the body of the Agreement.
- Membership Required. All parties using the Services must, and hereby do, agree to the Terms. If you are entering into these Terms on behalf of an entity, you represent and warrant that you have all necessary right, authority and consent to bind such entity to these Terms. Any person or persons intending to use the Services by, through or under an entity’s membership must first, and hereby does, agree to the Terms. Also, if you are based outside of the US, by agreeing to these Terms, you are confirming that you are using the Services for business purposes and not as a consumer (as defined in Regulation 4 of the UK Consumer Contracts Regulations).
- Services. Subject to the Terms and House Rules for any Premises, “Services” in these Terms refer to your access to and use of our online member network, space in any of our Hatchways locations (each, a “Premises”) and certain other related services and features we provide. The exact Services you receive will depend on (a) the product or services you have purchased; (b) the Services available, which may vary by Premises.
- “Services” do not include, and we are not involved in or liable for, the provision of products or services by third parties (“Third Party Services”) that you may elect to purchase in connection with your Hatchways Membership, such as group health insurance, gym memberships or payroll services. Third Party Services are provided solely by the applicable third party (“Third Party Service Providers”) and pursuant to separate arrangements between you and the applicable Third Party Service Providers. These Third Party Service Providers’ terms and conditions will control with respect to the relevant Third Party Services.
Some features of the Services may be subject to “Additional Terms” (herein so called), which will be posted with those features or otherwise communicated to you. We will consider your use of those features acceptance of the applicable Additional Terms. Those Additional Terms will be incorporated in these Terms by this reference.
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 on a first-come, first-served basis at several locations.
- Membership Fees. By signing up for a Hatchways Membership, or any other Services (including any Conference Room reservations) and providing your payment information, you agree to pay us the recurring or nonrecurring fees associated with those Services, as updated by us from time to time. You acknowledge and agree that the payment method provided by you will be automatically charged the fees and any other amounts you may incur or be liable for in connection with the Services. “Membership Fee” means the monthly or daily fee paid by you and associated with the use of Services by you. Membership Fees will be charged on the day you sign up, then every 30 days from that month unless we notify you otherwise. Overage fees and other non-recurring fees will be charged within thirty (30) days of you accruing such fees. If payment for any fee or other amount is not received within 10 days of the due 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. Your use of the Services may be immediately suspended, and eventually terminated, if we are unable to charge your payment instrument for any reason. Membership Fees Are subject to modification from time to time. Your continued use of the Services following notice of any such modifications, and through the next payment date, constitutes your agreement to such modified fees. All fees are non-refundable.
- Changes. The availability and scope of the Services are subject to change from time to time in our sole discretion. Without limiting the generality of the foregoing, you acknowledge that our Premises, and the Services we may offer at any of our Premises, are also subject to change from time to time. From time to time, we may also make modifications, deletions or additions to these Terms and will provide you with notice of changes to these Terms or to Services.
Use of Services and Termination of Membership
- House Rules. Each Premises has its own House Rules. They govern the standards of behavior and conduct in such Premises. The House Rules can be found at such Premises. You must comply with House Rules while using Services in such Premises. And they are hereby incorporated into these Terms. House Rules may be revised from time to time.
- Conference Rooms and Workspaces. 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 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 will 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. You will be provided a single notice if you are late or otherwise do not arrive for your reservation without providing notice. Subsequent incidents will result in a fee equal to the greater of: (i) $25, or (ii) the full list price for the reserved conference room at that time, to be charged to the credit card on file and may result a revocation of conference room privileges. Hatchways reserves the right to restrict or limit access to conference rooms and reservations on a case-by-case basis.
- Account termination. If you fail, or if we suspect that you have failed, to comply with any of the provisions of these Terms, or at any other time when we in our reasonable discretion see ﬁt to do so, we may, at our sole discretion, restrict your access to your account and the Services and/or terminate your account with immediate effect and possibly without prior notice to you. In addition, we may decline to renew your subscription for any or all Services at the end of your subscription period for any reason or for no reason. We may also at any time terminate your account or Hatchways Membership if we discontinue the Hatchways Membership program at a particular premises or at all premises. You can cancel your Membership by submitting a request through the Hatchways web platform. Cancellation will be effective after the next billing cycle upon our receipt of notice of cancellation. We do not provide refunds upon termination or cancellation of your account with respect to amounts already paid. You will remain liable for past due amounts, and we may exercise our rights to collect due payment, despite termination or expiration of your Hatchways Membership.
If, in our sole judgment, your conduct is disrespectful, unprofessional, illegal or immoral, your Membership may be terminated immediately. Disrespectful, unprofessional, illegal or immoral conduct includes but is not limited to: (i) harassment of any kind, sexual or otherwise, (ii) bullying, (iii) discrimination, (iv) unwelcome remarks, gestures or physical contact, (v) display or circulation of offensive, derogatory or sexually explicit pictures or other materials, including by email and on the Internet, (vi) rude, offensive or derogatory jokes or comments (explicit or by innuendo), (vii) verbal or physical abuse or threats, (viii) intimidation or retaliation, (ix) conduct that is a nuisance to other Members or occupants of the Premises, (x) use of profane or disrespectful language, (xi) conduct subject to multiple complaints from other Members or occupants of the Premises.
- Service Restrictions. You cannot add additional members to your Membership or share your Membership or Access Device with any other individual. Don’t reveal your account password or transfer your keycard or other access device or credentials to anyone else (or let them use your account), and don’t make any copies of any keys, keycards, or other means of entry to our Premises (each, an “Access Device”). You are responsible for maintaining the confidentiality of your password and security of your Access Device. You must promptly notify us if you suspect your password or Access Device has been compromised. Access Devices remain our property, and you must return them immediately upon termination or expiration of your Hatchways Membership. You may be charged a replacement fee for any lost or damaged Access Devices. Furthermore, you must not use any Services or any space you reserve or occupy in any Premises in a “retail,” “medical,” or other nature involving frequent use by or visits from members of the public.
- Security. You may be required to present a valid, government-issued photo identification in order to gain access to our Premises. For security purposes, we may regularly record via video certain areas of our Premises. If we deem it reasonably necessary, we may disclose information about you to satisfy applicable law, rule, regulation, legal process or government request, or to protect us, our members, or other individuals, or any of our or their property.
- Disputes on Premises.We do not control and are not responsible for the actions of other members or any other third parties (including any pets). If a dispute arises between members or their invitees, guests or pets, we shall have no responsibility or obligation to participate, mediate or indemnify any party.
- Damage. You may be held liable (and do hereby authorize us to charge you) for the repair cost for all damage to our Premises and items therein caused by you or your guests, invitees or where permitted, pets.
- Intellectual Property. You must not directly or indirectly take, copy or use any information or intellectual property belonging to other members or member companies or any of their 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.
- Technology Release. We may need to install software onto your computer, tablet, mobile device or other electronic equipment to provide you with the Services. You acknowledge that your refusal to install such software may affect your ability to properly receive the Services you have purchased. You agree that Hatchways and its affiliates (i) are not responsible for any damage to any Member’s computer system (ii) 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. Furthermore, you acknowledge that you have no expectation of privacy with respect to Hatchways’ internet connection, networks, telecommunications systems or information processing systems (including any stored computer files, email messages and voice messages).
- Mail. Subject to availability, Hatchways may provide mailbox and mail sorting service. Any mail received by Hatchways and addressed to a Member who has not signed up for mailbox service will be returned to sender. No oversize packages will be accepted. 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.
- Pets. Subject to House Rules, no pets are allowed on the Premises.
- Alcohol. Alcohol is available for on-premises consumption at certain Hatchways locations. Members must be 21 years of age and present valid identification. Any alcohol served at a Hatchways location must be consumed on-premises. Hatchways reserves the right to refuse or restrict the service of alcohol to any Member at any time and for any reason.
Limitations of Liability
- Waiver and Release. To the extent permitted by law, you 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. We are not responsible for any property you leave behind in any of our Premises. It is your responsibility to ensure that you have retrieved all of your personal items prior to leaving.
- Limitation of Liability. To the extent permitted by law, the aggregate monetary liability of Hatchways or its affiliates to you, 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 contract, tort, or otherwise unless the action, suit, or proceeding is commenced within 1 year of the events giving rise to such cause of action.
Hatchways is not responsible for any damage or injury related to the consumption of alcohol at any Hatchways location by you or any Member. 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 consumption of alcohol at any Hatchways location by you or any Member.
- Disclaimer of warranties and implied terms. The Services are provided “AS IS”. To the extent permitted by law, we disclaim all warranties and terms, express or implied, with respect to the Services, including warranties, terms or representations as to the availability, operation, performance and/or use of our Services, or any other materials on or accessed via the Services, including any warranties or terms of merchantability, fitness for a particular purpose, title, non-infringement and any implied warranties, terms or indemnification arising from course of dealing, course of performance or usage in trade.
- Exclusions.Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the exclusions and limitations above may not apply to you. In such event, such exclusions and limitations shall apply to the maximum extent allowed under applicable law.
- Indemnification. 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. 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.
Governing Law; Arbitration and Class Action Waiver
- 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 in which the Services were rendered. You hereby irrevocably agree to waive any right to a jury trial of any such claim or cause of action.
- Venue. Except that either party may seek equitable or similar relief from any court of competent
jurisdiction, any dispute, controversy or claim arising out of or in relation to these Terms, or at law, or the breach, termination or invalidity of these Terms that cannot be settled amicably by agreement of the parties to these Terms shall be finally settled in accordance with the arbitration rules of JAMS then in force, by one or more arbitrators appointed in accordance with said rules. The place of arbitration shall be Dallas, Texas.
- Proceedings; Judgment. The award rendered shall be final and binding on both parties. Judgment on the award may be entered in any court of competent jurisdiction. In any action, suit or proceeding to enforce rights under these Terms, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator(s) or court, as applicable. These Terms shall be interpreted and construed in the English language, which is the language of the official text of these Terms.
- Class Action Waiver. Any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. You are giving up your right to participate as a class representative or class member on any class claim you may have against us including any right to class arbitration or any consolidation of individual arbitrations.
- Severability. If any of these Terms are held to be unenforceable, then that provision is to be interpreted either by modifying it to the minimum extent necessary to make it enforceable (if permitted by law) or disregarding it (if not). If an unenforceable provision is modified or disregarded in accordance with this paragraph, the rest of these Terms and/or any feature-specific guidelines, terms or rules that may be posted or provided to you are to remain in effect as written, and the unenforceable provision is to remain as written in any circumstances other than those in which the provision is held to be unenforceable. The failure of either party to enforce its rights under these Terms at any time for any period will not be construed as a waiver of such rights, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy.
- Nature of these Terms.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 any of Hatchways’ business, locations or property. 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.
- OFAC.You hereby represent and warrant that you are not, nor will you be at any time while you are a member, an entity or individual listed on the Specially Designated Nationals and Blocked Persons List published by the U.S. Department of Treasury, as updated from time to time.
- Subordination. 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.