Flex Membership Terms & Conditions

Groove Commerce offers a shared, community-driven workspace for location-independent workers.

Membership Features

Below are some, but not all, of the benefits members receive as part of their membership:

All Memberships

- Use of common areas (available unless pre scheduled events)

- 24/7 Access to the space (with Private Office or Dedicated Desk Membership only)

- Access to the space during normal operating hours (8:00am – 6:00pm Monday thru Friday, except holidays, for Basic/Flex Membership)

Payment Terms & Options

The following outlines how payments are handled:

- All membership payments are due on the last day of each month. You will provide a payment method through the member portal which will be billed automatically on a monthly basis.

- All members are required to pay a one-time membership activation fee of $60 per occupant, which will include the cost of your access key.

- For private office Memberships, a refundable service retainer equivalent to 1 x monthly office fee will be payable at the time of signing

- Groove reserves the right to charge late fees and/or withhold services if payments are not received on time.

- Promotion: Any promotion or discount is for the initial term of the agreement.

Terms of Use

Please read these terms carefully to understand your rights and protections, as well as ours. Please contact us at hello@grooveworkspace.com if you have questions regarding the Terms of Use.

Acceptance of Terms.

The services Groove Commerce LLC (“Groove”) provides to you, the undersigned (including but not limited to use of office space and access to Internet), are subject to the following Terms of Use (“TOU” or “Agreement").

Groove reserves the right to update the TOU at any time. Groove will provide notice of any updates to the TOU through the Membership Portal. Your continued use of the Office Space indicates your acceptance to the updated TOU.

Description of Services.

Groove may provide you with access to its shared office space (the “Office Space”) including dedicated work stations or reserved offices, Internet access, office furniture and equipment, common area work space, conference space, and other services as Groove may provide from time to time (collectively, “Services”). The Office Space and Services at all times are subject to the TOU.

No Unlawful or Prohibited Use.

As a condition of your use of the Office Space and Services, you agree to use the Office Space and Services solely for general business purposes. You will not use the Office Space and 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 Groove server, or the network(s) connected to any Groove server, or interfere with any other party’s use and enjoyment of the Office Space or Services. You may not attempt to gain unauthorized access to any Services, or accounts, computer systems or networks connected to any Groove 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. You may not use Groove’s name in any way in connection with your business.

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 TOU 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.

Use of services.

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

Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited message (commercial or otherwise);

Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through the Services;

Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or 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;

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;

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;

Download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;

Restrict or inhibit any other user from using and enjoying the Services;

Violate any code of conduct or other guidelines which may be applicable for any particular Service;

Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party;

Violate any applicable laws or regulations; and

Create a false identity for the purpose of misleading others.

Accommodation.

Alterations or Damage. You may not make an alterations or installations to the Office Space or Services without Groove’s approval. You are liable for any damage caused by You or those in Office Space with Your permission, whether express or implied, including but not limited to, all employees, agents, invitees and/or contractors.

Access to the Accommodation. We reserve the right to access any area of the Office Space, including any private offices, at any time, including without limitation, in an emergency, for cleaning, or repairs.

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

Confidentiality.

You acknowledge and agree that during your participation in and use of the Office Space and Services you may be exposed to Confidential Information. “Confidential Information” shall mean all information, in whole or in part, that is disclosed by Groove, or any participant or user of the Office Space or Services or any employee, affiliate, or agent thereof, that is nonpublic, confidential or proprietary in nature.

Confidential Information also includes, without limitation, information about business, sales, operations, know-how, trade secrets, technology, products, employees, customers, marketing plans, financial information, services, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of Groove, or any other participant or user of the Office Space, any analyses, compilations, studies or other documents prepared by Groove or otherwise derived in any manner from the Confidential Information and any information that you are obligated to keep confidential or know or has reason to know should be treated as confidential.

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

maintain all Confidential Information in strict confidence;

not to disclose Confidential Information to any third parties;

not to use the Confidential Information in any way directly or indirectly detrimental to Groove, or any participant or user of the Services.

All Confidential Information remains the sole and exclusive property of Groove or the respective disclosing party. You acknowledge and agree that nothing in this TOU 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 or proprietary rights of Groove, or any participant or user of the Services.

Participation In or Use of Services.

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

Disclaimer of Warranties.

To the maximum extent permitted by applicable law, Groove provides the Office Space and Services “as is” and with all faults, and hereby disclaims with respect to the Office Space and 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, or non-infringement. The entire risk as to the quality, or arising out of participation in or the use of the Office Space and Services, remains with you. We do not make any representations or warranties, and cannot guarantee any maintained level of connectivity to our network or to the internet, nor the level of security of it or the information or data that you place on it.

Exclusion of Incidental, Consequential and Certain Other Damages.

To the maximum extent permitted by applicable law, in no event shall Groove 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 or 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 Groove, and even if Groove has been advised of the possibility of such damages.

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 Groove 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 TOU and your exclusive remedy for all of the foregoing shall be limited to actual damages incurred by you based on reasonable reliance up to ten dollars (USD $10.00). The foregoing limitations, exclusions and disclaimers (including sections 9 and 10 above) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

Term.

The initial term of the Agreement (“Term”) is based on your selected membership:

Basic/Flex: Month to Month

Dedicated Desk: Three (3) Months

Private Office: Twelve (12) Months

Automatic Renewal: To ensure seamless continuity of services, the Agreement will renew automatically for successive periods equal to your then current Term until terminated by You or Groove. All Terms shall run to the last day of the month of the respective Term. If you do not wish for your Agreement to renew at the end of the current Term, you shall provide at least thirty (30) days’ notice through the Membership Portal.

Termination.

Groove reserves the right to terminate your use of the Office Space and/or any Service at any time. Groove further reserves the right to terminate your participation in and use of the Office Space and/or any Services, immediately and without notice, if you fail to comply with the TOU, Groove’s Coworking Membership House Rules, and any other rules provided by Groove. When the Agreement terminates, whether by expiration or termination, You shall return all keys and access cards to the front desk, and vacate the Office Space immediately in the same condition as it was at the beginning of the Term. If you leave any property at the Office Space, we may dispose of it at your expense.

Indemnification.

You release, and hereby agree to indemnify, defend and save harmless Groove and Groove’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, judgments, fines and penalties, including attorneys’ fees and costs, based upon or arising out of (i) your, and your employee, contractor, agent, or invitee’s, negligent actions, errors and omissions, willful misconduct and fraud in connection with the participation in or use of the Office Space and Services, (ii) any damage caused by you, or your employee, contractor, agent, or invitee to the Office Space, and (iii) you, and your employee, contactor, agent, or invitee’s breach of the Landlord’s Rules. You further agree in the event that you bring a claim or lawsuit in violation of this agreement, you shall be liable for any attorneys’ fees and costs incurred by Groove or its respective officers and agents in connection with the defense of such claim or lawsuit.

Severability.

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

Insurance.

Groove will carry General Liability insurance. As a user, it is strongly suggested that you carry a Renters Insurance policy to cover your own equipment while using our space and any obligations you may have to Groove under the Agreement. . That policy may cover your current residence/office, as well as the premises of Groove.

Landlord’s Rules.

At all times, you agree to comply with all obligations of the Tenant under the Landlord’s Rules, which are attached hereto as Exhibit A and incorporated herein by reference.

Assignment.

You shall not assign this Agreement or any rights hereunder.

I hereby acknowledge that I have read and understood all of the terms and conditions contained in this TOU and further agree to be bound to the TOU regarding my participation in and use of the Services.

Exhibit A - Landlord’s Rules

Tenant agrees to observe the rights reserved to Landlord in the Lease and agrees, for itself, its employees, agents, clients, customers, invitees and guests, to comply with the following rules and regulations with such reasonable modifications thereof and additions thereto as Landlord may make, from time to time, for the Building:

The sidewalks, entries, passages, courtyard, corridors, stairways and elevators shall not be obstructed by any tenants, their employees or agents, or used by them for purposes other than ingress and egress to and from their respective suites. Boxes, cartons or any other debris which is to be thrown away by the cleaning crew should not be left in the corridors.

All heavy articles (i.e., safes) shall be carried up or into the Premises only at such times and in such manner as shall be prescribed by Landlord, and Landlord shall in all cases have the right to specify the proper weight and position of any such heavy article. Any damage done to the Building by taking in or removing any such equipment or from overloading any floor in any way shall be paid for by Tenant. Defacing or injuring in any way any part of the Building by Tenant, his agents or employees, shall be paid for by Tenant.

Tenant will refer all contractors, contractors’ representatives and installation technicians rendering any service on or to the Premises for Tenant to Landlord for Landlord’s approval and supervision before performance of any contractual service. This provision shall apply to all work performed in the Building, including but not limited to the installation of the telephone and other communications equipment, electrical devices and attachments and installations of any nature affecting floors, walls, woodwork, trim, windows, ceilings, equipment or any other physical portion of the Building. Such approval, if given, shall in no way make Landlord a party to any contract between Tenant and any such contractor, and Landlord shall have no liability therefore.

No sign, advertisement or notice shall be inscribed, painted or affixed on any part of the inside or outside of said Building. Landlord will supply building standard signage for Tenant’s suite entrance, at Tenant’s cost. Any additions, deletions or changes to the door signage after the original signage is installed shall also be at Tenant’s cost. A directory in a conspicuous space, with the names of tenants, will be provided by Landlord in accordance with the building signage policy. Any necessary revisions to the directory will be made by Landlord at Tenant’s cost, in accordance with the building signage policy. No furniture shall be placed in front of the Building or in any lobby or corridor without written consent of Landlord. Landlord shall have the right to remove all other signs and furniture, without notice to Tenant, at the expense of Tenant.

No tenant shall do or permit anything to be done in said Premises or bring or keep anything therein which will in any way increase the rate of fire insurance on said Building, or on property kept therein, or obstruct or interfere with the rights of other tenants, or in any way injure or annoy them, or conflict with the laws relating to fire, or with any regulations of the fire department, or with any insurance policy upon said buildings or any part thereof, or conflict with any rules and ordinances of the local Board of Health or any governing bodies.

Employees of the Building will at all times keep a pass key, and subject to the provisions of the Lease, agents of Landlord shall at all times be allowed admittance to Tenant’s Premises.

No additional locks shall be placed upon any doors without the written consent of Landlord. Landlord will provide each tenant with two suite entry keys, 2 ladies’ room keys and 2 men’s room keys. Additional keys shall be furnished at Tenant cost. Upon termination of this Lease, all keys shall be surrendered, and Tenant shall then give Landlord or its agent explanation of the combination of all locks upon any doors or vaults.

No windows or other openings that reflect or admit light into the corridors or passageways, or to any other place in said Building, shall be covered or obstructed by any tenant.

No person shall disturb the occupants of the Building by the use of any musical instruments, the making of unseemly noises, or any unreasonable noise. No animals or pets of any kind will be allowed in the building.

The water closets and other water fixtures shall not be used for any purpose other than those for which they were constructed, and any damage resulting to them from misuse, or the defacing or injury of any part of the Building, shall be borne by the person who shall occasion it.

No bicycles or similar vehicles will be allowed in the Building except in areas designated by Landlord.

Nothing shall be thrown out the windows of the Building or down the stairways or other passages.

Tenant shall not be permitted to use or to keep in the Building any kerosene, camphene, burning fluid or other illuminating materials.

If any tenant desires, at its cost, telephonic or other electronic connections, Landlord or its agents will direct the electricians as to where and how the wires may be introduced, and without such directions, no boring or cutting for wires will be permitted. Tenant agrees to comply with the guidelines outlined in the Policy for Access to the Net/POP telephone closets, etc.

Landlord will furnish building standard mini blinds on all exterior windows in the Premises which Tenant occupies, at Landlord’s cost. If Tenant desires to install draperies, at Tenant’s cost, they must be of such shape, color, materials and make as shall be prescribed by Landlord. Landlord or its agents shall have the right to enter the Premises to examine the same or to make such repairs, alterations or additions as Landlord shall deem necessary for the safety, preservation or improvement of the Building.

No portion of the Building shall be used for the purpose of lodging rooms or for any immoral or unlawful purposes.

All glass, locks and trimmings in or about the doors and windows and all electric fixtures belonging to the Building shall be kept whole, and whenever broken by anyone shall be immediately replaced or repaired and put in order at Tenant’s cost under the direction and to the satisfaction of Landlord, and on removal shall be left whole and in good repair.

Tenant shall not install or authorize the installation of any vending machines or food preparation devices without Landlord’s written approval. Landlord shall have the right to rescind this approval, if given, without liability to Tenant for reimbursement of any Tenant costs or expenses or to grant exclusive rights to vending machine operators.

Landlord reserves the right at any time to take one elevator out of service to tenants for exclusive use by management in servicing the Building.

No electric heaters or electric fans are allowed on the Premises without the prior written consent of Landlord.

Tenant shall list all furniture, equipment and similar articles Tenant desires to remove from the Premises or the Building and deliver a copy to Landlord and procure a removal permit from the Office of the Building authorizing Building employees to permit such articles to be removed.

Before leaving the Premises unattended, Tenant shall close and securely lock all doors and transoms and shut off all utilities in the Premises. Any damage resulting from failure to do so shall be paid by Tenant.

Tenant shall not place any radio or television antenna on the roof or on or in any part of the inside or outside of the Building other than the inside of the Premises, or operate or permit to be operated any musical or sound producing instrument or device inside or outside the Premises which may be heard outside the Premises, or operate any electrical device from which may emanate electrical waves which may interfere with or impair radio or television broadcasting or reception from or in the Building or elsewhere.

Tenant shall not make or permit any noise, vibration or odor to emanate from the Premises; or do anything therein tending to create, or maintain, a nuisance; or disturb, solicit or canvass any occupant of the Building, or do any act tending to injure the reputation of the Building.

Tenant shall not place anything or allow anything to be placed near the glass of any door, partition, or window which may be unsightly from outside the Premises; or take or permit to be taken in or out of other entrances of the Building, or take or permit on other elevators, any item normally taken in or out through the trucking concourse or service doors or in or on freight elevators; or, whether temporarily, accidentally, or otherwise, allow anything to remain in, place or store anything in, or obstruct in any way, any passageway, exit, stairway, elevator, shipping platform, or truck concourse. Tenant shall lend its full cooperation to keep such areas free from all obstruction and in a clean and sightly condition and move all supplies, furniture and equipment as soon as received directly to the Premises and move all such items and waste, other than waste customarily removed by employees of the Building, being taken from the Premises, directly to the shipping platform at or about the time arranged for removal therefrom.

Tenant shall not do any painting or decorating in the Premises; or mark, paint, cut or drill into, drive nails or screws into, or in any way deface any part of the Premises or the Building, outside or inside, without the prior written consent of Landlord. If Tenant desires signal, communication, alarm or other utility or service connections installed or changed, the same shall be made by and at the expense of Tenant, with the approval and under direction of Landlord.

Upon written application by Tenant, and approval thereof by Landlord, Landlord shall furnish freight elevator service for Tenant at no cost at times other than those times provided for in the Lease at rates for such usage from time to time maintained in effect by Landlord.

Smoking is prohibited anywhere within the Building, including each tenant’s Premises and any common area (i.e. hallways, corridors, lobbies, restrooms, elevators, vestibules or stairwells), and, in addition, smoking is prohibited within fifteen (15) feet of any entrance or loading dock to the Building.

All construction activities at the Building shall be in conformance with Landlord’s then-current rules and regulations relating to construction, which are incorporated into the Lease by reference. In the event of a conflict between the express terms of the Lease and the terms of the rules and regulations relating to construction, the express terms of the Lease shall govern.

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