Geekdom Terms and Conditions - Geekdom

Geekdom Terms and Conditions

Geekdom Terms and Conditions

Your membership with Geekdom is subject to these Terms and Conditions.

Certain word used below have special meanings:

Application” means the online membership application, desk application, or similar form submitted by you to the Manger that states your member fees and membership benefits.

Geekdom” means the collaborative co-working space and related programs and services that the Manager makes available to you as part of your membership.

Guidelines” means the Geekdom Guidelines posted at geekdom.com/guidelines.pdf as they may be amended by the Manager from time-to-time.

Manager” means Geekdom, LC, a Texas limited liability company.

Member Agreement” or “Agreement” means the Application, these Terms and Conditions, the Guidelines, and any other document incorporated by reference in any of them.

You” and “your”, in upper- or lower-case mean the person (individual or entity) that signs or otherwise submits an Application for Geekdom to the Manager.

  1. Membership. To apply for membership, you must submit an Application. Your Application is accepted and your Member Agreement is effective when the Manager charges the first month’s membership fee as described in the Application.  Your membership level and related benefits are described in the Application.
  2. Term of Membership. The length of your term is determined by your Application.
    1. Monthly Term. Your monthly membership begins on the date stated in your Member Agreement and automatically renews for consecutive renewal terms of one calendar month until terminated as provided in this Agreement.
    2. Prepaid Annual Term. Your annual term begins on the date stated in your Member Agreement and following the expiration of the initial one-year term, automatically renews for consecutive renewal terms of one month until terminated as provided in this Agreement.
  3. Termination. You may cancel your membership at any time by giving 30 days written notice of cancellation to the Manager.  The Manager may suspend, convert, or terminate your membership, including your access to the Geekdom premises, at any time, for any or no reason, in the Manager’s sole discretion.
  4. Payments. You must pay your membership fees when due.  Monthly membership fees are non-refundable. Annual membership fees will be refunded in proportion to the number of months left in the term.  Your membership fees are due at the times stated in your Member Agreement.  If your Member Agreement does not state a due date, then membership fees are due on the renewal date of your membership term. If you do not pay your membership fee on time, or if the Manager is unable to charge your fee to your card as authorized, the Manager may charge you a late fee of 10% or the maximum lawful rate permitted by law, whichever is lower.  If the membership fee is past due by 30 days, the Manager may terminate your Member Agreement immediately without notice.  If the Manager offers you additional program benefits or services for an additional fee, the fee is due prior to the date the benefits are services are provided unless you have made other payment arrangements with the Manager.  You are responsible for updating your payment card information using the payment portal or other payment service designated by the Manager.
  5. Fee Increases. The Manager may increase your membership fee by giving you 30 days notice of the fee increase.
  6. Not a Real Estate Lease. You do not have the exclusive right to use a particular desk or space within Geekdom.  If your membership includes a reserved desk or office space, the Manager may relocate your desk or office space from time-to-time as necessary to accommodate Geekdom’s membership generally.  Geekdom will remain in the Manager’s sole and exclusive possession and control at all times and your membership in Geekdom is not a real estate lease, and you are not a tenant.  You represent to the Manager that you do not consider the Member Agreement a lease or yourself a tenant. In the event the law affords you any of the remedies or protections available to a tenant notwithstanding this Section, you waive those remedies and protections to the maximum extent permitted by applicable law.  You are licensed to use Geekdom premises on a fully revocable basis subject to these Terms and Conditions.
  7. Use of Services. The benefits you will receive as part of your membership will include the non-exclusive right to use and occupy the portions of the Geekdom premises designated for your membership level.  You may use Geekdom only for general office purposes and in compliance with applicable law.  You will not impair or disrupt other members’ use and enjoyment of Geekdom.  You are fully responsible for compliance with the Member Agreement by your staff and guests.
  8. Damage. You will not damage or alter the Geekdom premises, subject to ordinary wear and tear, and you will not bring any hazardous materials or illegal substances to Geekdom.  In particular, you will not alter or augment the data or power infrastructure.  You agree to repair any damage to Geekdom caused by you, your staff, or your guests.
  9. Confidentiality. Neither you nor the Manager makes any commitment of confidentiality to the other, or to the other members, as part of your membership, and you should limit your disclosure of information to the Manager and the other members accordingly.  You are responsible for using care to hold your private and confidential conversations in a private location.
  10. Media Consent. Unless you notify the Manager otherwise in writing, you consent to the Manager’s use of your name, image (in photographic or video form), and voice recording, without compensation to you, as part of its publicity and marketing efforts, including by publication on its website(s), release to press for publication on traditional and online news publications, in marketing brochures, and other materials.  You acknowledge that any statements you give to the Manager or the press regarding Geekdom may be quoted in whole or in part, and attributed to you by name, in the Manager’s publicity and marketing materials or in the news publication, without compensation to you.
  11. Geekdom Guidelines. You must comply with the Geekdom Guidelines posted on Geekdom’s website (the “Guidelines”).  The Manager may modify the Guidelines by posting new Guidelines at any time.  Modifications to the Guidelines are effective as to you as of your first renewal term that follows the posting.
  12. Warranty Disclaimer. The Manager makes no representations or warranties whatsoever regarding your membership, membership benefits, Geekdom premises, network security, or any products or services that are provided to you in connection with your membership, and expressly disclaims any implied warranty of merchantability, suitability for a particular purpose and non-infringement.  You accept your membership on an AS IS  You acknowledge that the network service may not be uninterrupted or fully secure.  If the Manager is deemed by law to make a warranty notwithstanding this disclaimer, then the warranty is made for a period of thirty days from the date that it is deemed to have been made, and your sole and exclusive remedy for a breach of the warranty is a refund of membership fees paid.
  13. Indemnification and Release. You agree that if a third party asserts a legal claim against the Manager or any of its employees, agents, owners or managers (the “Geekdom Personnel”) based on or related to your activities within Geekdom or any actual or alleged violation of the Member Agreement, you will pay all reasonable costs of defending the claim, including reasonable attorney fees, and any damages awarded to the third party or paid to the third party by the Manager as a reasonable settlement.  You agree that the Manager may control the defense of the claim at its option, or may require you to defend the claim directly.  If the Manager elects to control the defense of the claim, you will reimburse the Manager for its reasonable defense costs and expenses as incurred. You also agree to release, waive, discharge, and covenant not to sue the Geekdom Personnel from any and all legal claims whatsoever arising out of or related to any loss, damage, or injury, including death, that may be sustained by you, or to any property belonging to you, whether caused by the negligence of the Geekdom Personnel, or otherwise while on the Geekdom premises.
  14. Limitation of Liability.

In the event you have a legal claim against any of the Geekdom Personnel, you agree that the maximum total amount of money you can recover from any or all of them cannot exceed the amount of fees you have paid during the twelve months prior to the date the claim arose, unless the legal claim is based on intentional misconduct or is for personal injury or death resulting from Geekdom Personnel’s negligence, recklessness or intentional misconduct.  In addition, you agree that in no event are you entitled to recover any lost revenue, lost profits, damages for lost data, or any indirect or consequential loss or damages or any kind.

You acknowledge that the Manager has set its fees and entered into the Member Agreement in reliance on the limitations of remedies and liability stated in this Agreement, and that these limitations reflect an agreed allocation of risk between you and the Manager.  The limitations stated in this Section shall apply to any liability arising from any cause of action whatsoever, whether in contract, tort, commercial code, strict liability or otherwise, even if a limited remedy fails of its essential purpose. If these limitations as written are not permitted by applicable law, they shall apply to the extent permitted by applicable law.

  1. Notices. Notices under this Agreement must be sent to the Manager at 110 E Houston Street, 7th Floor, San Antonio, TX 78205 with a copy to legalnotice@geekdom.com and to you at the primary address provided in the membership portal, or if no address is provided, at the address provided in your Application and a copy will be sent to your primary email address on file. Notices are deemed given, received and effective as of the date on which it is emailed or hand-delivered or on the third business day following the date on which it is mailed. Notices must be given in the English language.  A party may change its address for notice by giving notice in the manner stated in this Section.
  2. Assignment. Your membership is personal to you and you may not assign or transfer your membership.
  3. Trademarks. You may not use the Geekdom name, logo, or other trademarks without the Manager’s prior written consent, and then subject to the Manager’s ongoing detailed supervision.  Manager may use your trademarks only to identify you as a member of Geekdom, subject to your reasonable trademark guidelines.  Any permission to use a party’s marks is a limited term, fully revocable license.  All goodwill generated by each party’s use of the other party’s marks inures to the benefit of the owner of the mark.
  4. Relationship Between the Parties. The parties agree that we are independent contractors, and that neither of us is the agent of the other.  There is no exclusivity commitment from either of us to the other.  Neither of us is prohibited from entering into agreements with third parties, including competitors of the other party, for services of the type covered by the Member Agreement.
  5. Interpretation of Certain Words. The term “person” refers to any legal person, and may mean a natural person (individual), a legally created person (such as an entity, trustee, or executor), or an entity (such as a corporation, partnership, or limited liability company). The word “including” means “including, without limitation.” The words “will” and “shall” are words of obligation, not expressions of intent or expectation.  All references to monetary amounts shall mean United States Dollars.  The term “parties” refers to the signatories to this Agreement.  Unless otherwise defined, the words “business day,” “business hours,” or the like shall mean Monday – Friday, 9:00 a.m. – 5:00 p.m., United States Central Time, excluding federal public holidays in the United States. A reference to “day” shall mean a calendar day, unless expressly designated as a “business” day.  Any requirement in this Agreement that a statement be written, in writing, or a like requirement is satisfied by an email or other digital form of writing unless expressly stated otherwise.  Nouns stated in the singular shall imply the plural as indicated by the context, and pronouns that are gender specific shall be read to refer to either gender.  The Section headings in this Agreement are for convenience only; they are not part of this Agreement and may not be used to interpret the terms of this Agreement.
  6. Force Majeure. A party is excused from performance under the Member Agreement to the extent it is reasonable prevented from performing due to events beyond its control, such as fire, flood or other natural disaster, or unanticipated change in the law.
  7. Severability. In the event one or more of the terms of the Member Agreement or these Terms and Conditions is adjudicated invalid, illegal, or unenforceable, the adjudicating body may either interpret this Agreement as if such terms had not been included, or may reform such terms to the limited extent necessary to make them valid, legal or enforceable, consistent with the economic and legal incentives underlying the Agreement.
  8. Waiver. No right or remedy arising in connection with this Agreement shall be waived by a course of dealing between the parties, or a party’s delay in exercising the right or remedy.  A party may waive a right or remedy only by signing a written document that expressly identifies the right or remedy waived.  Unless expressly stated in the waiver, a waiver of any right or remedy on one occasion will not be deemed a waiver of that right or remedy on any other occasion, or a waiver of any other right or remedy.
  9. Governing law. This Agreement is governed by Texas law (but not the rules governing conflicts of laws).  You agree that the exclusive jurisdiction and venue for all purposes under this Agreement shall be in Bexar County, Texas and you consent to such jurisdiction and venue.

This Agreement is the complete and exclusive agreement between the parties regarding its subject matter and supersedes and replaces in its entirety any prior or contemporaneous agreement or understanding regarding the subject matter of this Agreement, written or oral.

 

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