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Legal Agreement: Terms of Service

Cooper Development Company, LLC - Tidal Coworking Terms and Conditions

 Acceptance of Terms.  The services provided by Cooper Development Company, LLC d/b/a Tidal Coworking (“Tidal”) are subject to the following Terms and Conditions (the “T&C”).  The Services provided by Tidal shall be provided at 712 Arendell Street in Morehead City, North Carolina (the Premises”)

 By signing below or accepting these T&C electronical you hereby agree to and are subject to these T&C.  Tidal membership does not create a tenancy but a prepaid usage license to use the provided amenities on a monthly or casual basis.

 Description of Services.  Tidal may provide you with access to office space, workstations, Internet access, office equipment, conference space, knowledge resources, and other services (collectively, the "Services"). The Services are subject to the T&C at all times. 

 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 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.

 The availability and scope of the Services, as well as the availability and scope of benefits we offer in relation to Third Party 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 the 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 that apply to you, by emailing the last email address provided by you in your profile. Most changes will be effective immediately upon notice, except that pricing and fee changes will be effective upon your next subscription period. If you don’t agree to the changes, you may cancel your membership at any time, but note that there are no refunds for early cancellation.

 No Unlawful or Prohibited Use.  You will not use the 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 Tidal server, or interfere with any other party’s use and enjoyment of any Services.

 You may not attempt to gain unauthorized access to any Services, accounts, computer systems, or networks connected to any Tidal 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, nor should you post or download files that you know or should know are illegal or that you have no rights to.

 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 T&C 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.  Your membership is specific to you.  You cannot add additional members to your account or share your account credentials or Access Device with any other individual.

 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, spimming or any duplicative or unsolicited messages (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 Tidal servers.
  • Upload, or otherwise make available, file that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as a limitation, copyright, 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, candlebots, corrupted files, or any other similar software or programs that may damage the operation of another computer or property of another coworker.
  • Download any file 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 (including the House Rules);
  • Harvest or otherwise collect information about other, including email addresses, without the authorization or consent of the disclosing party
  • Violate any applicable laws or regulations;
  • Create false identity for the purpose of misleading others; or
  • Use the Premises for retail sales, provision of medical services or other nature involving frequent use or visits from members of the public.

 Passwords and key fobs.   You agree not to reveal your account password or transfer your key fob or other access device or credentials to anyone else (or let them use your account), and not to make any copies of any keys, key fobs, 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 the property of Tidal, and you must return them immediately upon termination or expiration of your membership. You may be charged a replacement fee for any lost or damaged Access Devices.               

 House Rules.  Each Premises has its own House Rules governing the expected behavior in such Premises, which you can find at such Premises and which you must comply with while using Services in such Premises. The House Rules of any Premises on which you receive or use Services are hereby incorporated into these T&C. House Rules may be revised from time to time.

 Internet Policy.  Access to the internet is provided during your membership. Service interruptions, if they occur, will be handled as promptly as possible. Tidal is not responsible for any data, business or other losses as a result of such interruptions. You are responsible to protect your own computer and data from electrical surges, theft, virus, or other malicious attack. Unless otherwise set forth by Tidal in writing, you are receiving a single user account solely for your use  of the Services through one unit per login session. You agree not to resell any aspect of the Service, whether for profit or otherwise, share your 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.  You agree that sharing the Service with another party breaches these T&C and may constitute fraud or theft, for which Tidal reserves all rights and remedies. You have no proprietary or ownership rights to a specific IP or other address, log-in name, or password that you use on our network.  Tidal may change your address, log-in name or password at any time. Tidal will assign you an IP address each time you access the Service, and it will vary. You may not assign your login name, password or IP address to any other person. You agree not to use the Services, any Tidal 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.

 Conference Rooms and Workspaces. You may use credits for workspace or conference rooms or other Services in certain of our Premises during such Premises’ regular business hours on such Premises’ regular business days, all subject to availability of such workspaces or conference rooms. Use of our workspaces and conference rooms in excess of any credits would be subject to the standard fees for such Services. Such Fees are subject to change from time to time.

 Mail. Subject to availability, you may elect to receive mail and packages at one of our locations. If you have done so, we will accept mail and deliveries on your behalf during such Premises’ regular business Hours on such Premises’ regular business days. We have no obligation to store such mail or packages for more than 15 days of our receipt or if we receive mail or packages after the termination of your membership. This feature is meant to allow you to accept business correspondence from time to time. It is not meant for an address for the receipt of merchandise or personal goods. As such, we have no obligation to accept bulk or oversized mail or packages or “junk mail.”

 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 your personal items prior to leaving. Prior to the termination or expiration of your membership, you must remove all your property from the Premises. After providing you with reasonable notice, we will be entitled to dispose of any property remaining in any of our Premises, and you waive any claims or demands regarding such property or our handling of such property. You will be responsible for paying any fees reasonably incurred by us regarding such removal.

 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, or invitees.

 No Residency.  The Premises is a commercial facility.  Using your membership as a personal residence is not permitted.  You hereby understand, agree and warrant that you are not a residential tenant of Tidal.

 Renewals and Terminations.  This Agreement is automatically renewed at the end of each period unless either party provides notice of termination 30 days prior to the end of the period.

 The T&C must be adhered to at all times. Failure to follow T&C can result in non-renewal or even early termination of the usage license. Tidal reserves the right to terminate any Service at any time, immediately and without notice, if you fail to comply with the T&C.  This includes non-payment or violation of the space rules. If this happens, Tidal will refund any amounts paid for unused periods that remain after deducting any pending charges, on a prorata basis.

 You may terminate this Agreement by giving a written notice of termination as established in this Agreement. Termination shall be in effect as of the end of that calendar month. Should you not provide timely notice of termination to Tidal then the membership period shall continue to the end of the following calendar month and the service fees for that calendar month shall be payable.

 Invoicing and Payment.  You agree to pay us the recurring or nonrecurring fees associated with the particular Services you are purchasing, as displayed to you at the time you create your account and/or sign up for the relevant Services, or as updated by us from time to time upon notice to you. 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 (including for damages caused to any of our Premises or property) in connection with the Services. Only a single payment method may be used at any given time to make payments for all Services you purchase in a single transaction. You must keep your payment information up-to-date and accurate. Recurring fees, which may include recurring membership fees and any other recurring fees you have agreed to in connection with the Services will be charged on the first (1st) of each 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.

 Confidentiality.  During your time on the Premises, you may learn of confidential information of the Company or of its members. Such confidential information may include business information, trade secrets, technology, processes, customers and prospects that is intended to be confidential and proprietary. You hereby agree and consent to not disclose information that you obtain that was intended to remain confidential.

 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 Tidal does not have any liability with respect to your access, participation in, use of the Services, or any loss of information resulting from such participation or use.                                                                  

Disclaimer of Warranties.  To the maximum extent permitted by the applicable law,, Tidal 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: 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. The entire risk as to the quality or arising out of participation in or the use of the services, remains with you.  Tidal does not control and are not responsible for the actions of other members or any other third parties.  If a dispute arises between members or their invitee, or guests, Tidal shall have no responsibility or obligation to participate, mediates or indemnify any party.

 Exclusion of Incidental, Consequential and Certain Other Damages.  To the maximum extent permitted by the applicable law, in no event shall Tidal or its subsidiaries, 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 Tidal, and even if Tidal 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 Tidal 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 T&C and your exclusive remedy for all of the foregoing shall be limited to actual damages incurred by you based on reasonable reliance up to $500.00. The foregoing limitations, exclusions and disclaimers, including the previous sections) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

 Non-Disparagement.  You shall, during and after the participation in and use of the Services, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding Tidal, or any of Tidal officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law.

 Indemnification.  You release, and hereby agree to indemnify, defend and save harmless Tidal and Tidal 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 based upon or arising out of your negligent actions, errors or omissions, willful misconduct and fraud in connection with the participation in or use of the Services. You further agree in the event that you bring a claim or lawsuit in violation of this agreement, you shall be liable for any attorney fees and costs incurred by Tidal or its respective officers and agents in connection with the defense of such claim or lawsuit.

 Insurance.  Tidal carries Liability and Business Personal Property insurance. As a user, you are not required but it is strongly suggested that you carry a Renters Insurance policy to cover your own equipment while using our space. That policy may cover your current residence/office, as well as the premises of Tidal.

 Miscellaneous.

  •  Entire Agreement. These T&C, the House Rules and any minimum membership agreements (collective the “Agreements”) constitute the entire agreement between the parties pertaining to the subject matter contained herein and therein and supersede all prior and contemporaneous agreements, representations, and understandings of the parties pertaining to such subject matter.
  • Severability. In the event that any provision or portion  of the Agreements is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of the Agreements  shall be unaffected thereby  and shall remain in full force and effect to the fullest extent permitted by applicable law.
  • Waivers. No waiver shall be binding on Tidal unless executed in writing by an authorized representative of Tidal.
  • Successors and Assigns. The Agreements shall be binding on your heirs, legal representative, successors and assigns.
  • No Assignment. In no event may you assign in whole or in part your membership or use of the Services, without the advance written consent of Tidal.
  • Notice. All notices, requests, demands or other communications for which the Agreements provide shall be in writing and shall be addressed at the following addresses:
    • o If to Tidal: Cooper Development Company, LLC, 712 Arendell Street, Suite 200 Morehead City, NC.
    • o If to you: at the mailing and electronic mail address provided when creating your membership account. All notices under the Agreements. 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.
  • Attorney's Fees. If Tidal shall bring any action for any relief against you arising  out of the Agreements, 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.
  • Governing Law. The rights and obligations of hereunder shall be governed by, and the Agreements shall be construed and enforced in accordance with, the laws of the State of North Carolina. Venue for the resolution of any dispute arising out of the Agreements shall be Carteret County, North Carolina.

 

I hereby acknowledge that I have read and understood all the terms and conditions contained in these T&C (including the House Rules) and further agree to be bound to Agreements regarding my participation in and use of the Services.

 

Member Name:

Member Signature (electronic consent shall constitute your binding assent to the Agreements):