THE ARTICULATE

MEMBER AGREEMENT
TERMS AND CONDITIONS

 

This is a legally binding Member Agreement ( “Agreement”) between The Articulate, referred to in this Agreement as “The Articulate,” “we” or “us,” and the entity or individual named as the Member on the signature page below and referred to in this Agreement as “the Member,” “your” or “you.” “The Articulate,” “we” or “us” as used in this Agreement also includes any subsidiaries and other entities affiliated through any direct or indirect ownership with The Articulate.

 

TERMS AND CONDITIONS

The Articulate is a professional coworking space and photography studio for creative individuals and businesses that blurs the lines between art, technology and business. The Terms and Conditions of this Member Agreement have been developed by The Articulate to help facilitate The Articulate and its Members to operate in a collaborative, inspiring, and professional environment.

By executing this Agreement prior to being provided access to The Articulate, you have agreed to become a Member of The Articulate with rights to access and use certain facilities of the space located at 324 Jefferson Street, Fort Collins, Colorado 80524 ("Space",  the "Campus", or "Facilities"), and The Articulate on the terms and conditions of this Agreement. These Terms and Conditions give The Articulate flexibility to operate to meet our objectives and to protect us from liabilities that could jeopardize our ability to do this. By executing this Agreement, you understand and agree to comply with this Agreement, and you acknowledge that this Agreement is legally binding on you and The Articulate. By executing this Agreement, you acknowledge that you are authorized to do so and have the capacity and ability to comply with your obligations under this Agreement. You are responsible for reviewing this Agreement on the website on a regular basis and remaining informed about any updates and changes to it. By holding a membership to The Articulate, you consent to all updates and modifications to this Agreement, including all increases to Fees (as defined below).

A. Use of The Articulate. As a  Member, the following terms and conditions apply to you, any of your actual or potential employees or independent contractors and any other visitors (such persons are collectively referred to as “Visitors”) while at the Space, The Articulate, or using other Articulate Facilities or services. You are responsible for assuring compliance with these Terms of Use by each of your Visitors. 

1. The Articulate may only be used for purposes related to your business.

2. All of the business activities you conduct must comply with all applicable laws, rules, and regulations. You are responsible for knowing what laws, rules and regulations apply to you and your business. 

3. You may not conduct or engage in any criminal or other illegal activities of any kind.

4. You and your visitors shall conduct yourselves in accordance with any Rules of Conduct issued or posted by The Articulate from time to time in addition to these Terms and Conditions.

5. You understand that The Articulate is shared with other people and businesses. You may not conduct any activities, make noise or play music that might interfere or disturb the use of a Campus by The Articulate or any other Members and occupants. 

6. You are entitled to have Visitors on an occasional basis. However, you must limit repeat or regular Visitors to only those persons who need to meet with you in person for your business purposes and for limited time periods. The Articulate has the right to require a guest fee or deny access to persons who The Articulate believes are regularly working out of the space without being a Member. The Articulate also has the right to require any repeat or regular Visitors to be subject to its membership process and pay applicable fees if admitted as a Member.

7. Neither you nor any of your Visitors may, and may not ask, invite, allow or encourage any person or business to conduct any sales, marketing or other solicitation on a Campus directed toward The Articulate or Members outside of the normal course of business you conduct at The Articulate on a day-to-day basis. If The Articulate deems that you are soliciting outside of the normal course of business you conduct, The Articulate may immediately deny approval in its sole discretion and on a case-by-case basis. 

8. You may not publish, post or otherwise make available in the public domain names of Members, employees of Members, or names of employees or other persons associated with The Articulate, in a manner that may attract uninvited visitors or solicitations or for other commercial purposes. 

9. You may not schedule events, parties, seminars or other activities at The Articulate that would require use of any of the space without the prior written consent of The Articulate, which may be withheld in The Articulate’s sole discretion.

10. The Articulate provides mail and other delivery receipt services on your behalf. We will notify you through email and/or in person when deliveries arrive.  However, The Articulate does not have any liability for misplaced or undelivered packages or mail and you agree to hold The Articulate harmless for any such misplaced or undelivered packages or mail. You are responsible to collect your mail in a timely manner. The Articulate reserves the right to return mail to sender.

11. You agree to be solely responsible for any cell phone or messaging charges you incur as a result of The Articulate notify you that a Visitor has arrived or any other notification to you by The Articulate. 

12.  The Articulate has the authority to manage and control access to all common areas, and to implement, change, or modify all policies, rules and regulations that it may, in its sole discretion, deem necessary or appropriate for use of the common areas. You agree to abide by all policies and rules and regulations pertaining to common area usage which may change form time to time. 

    1. Bicycles may be parked only in designated areas at the Campus and are parked at your own risk. By signing this Agreement, you assume sole risk, with no risk to The Articulate, for overnight storage of bicycles. The Articulate is not responsible for any theft of or damage to your bicycle. 
    2. You cannot use common areas for any type of storage, except for designated storage areas with the express written permission from The Articulate. 

13. The Articulate has the right at any time to change or modify the Space, including but not limited to, the area, location, and arrangement of the common areas and other portions of the Facilities. The Articulate may also temporarily close all or any portion of the common areas or other portions of such Facilities.

14. The Articulate Property. You have the right to use designated office equipment, technology-related equipment, and furniture as provided by The Articulate pursuant to this Agreement. You are also entitled to reasonable, nonexclusive use of any kitchen/pantry or coffee areas and equipment, restrooms, and general facilities. Rental/usage of The Articulate Photography Studio/Studio Equipment is separate from the general Articulate Property and requires a separate written agreement ("The Articulate Rental Agreement").

15. Confidential Information. You acknowledge that all spaces in The Articulate are open areas and are not secured. You are responsible for taking all necessary precautions to protect any information that is confidential, proprietary or private to you. You also agree that you shall not review, take delete, accept transmit, publish or otherwise use, in any way, any information or other information of The Articulate or of any other Member without prior written consent of the owner of such property. This includes, but is not limited to, business and financial plans, data and information, inventions, trade secrets and other intellectual property, electronic and other equipment and tangible property, and any other information that a reasonable person would consider to be confidential. 

16. Optional Fee-Based Services: Additional fee-based services ("Optional Fee-Based Services" or "Optional Services") may be available to Members. Members should contact The Articulate staff for additional information on Optional Fee-Based Services.

17. Hazardous Materials Prohibited.  You may not bring or allow any materials or substances that may be hazardous to people, animals or the environment, materials or substances to be brought on, kept or used in The Articulate. If you become aware of any hazardous materials or substances, at the Campus you agree to inform The Articulate Staff immediately. 

18. Alcohol Consumption. 

  1. No outside alcohol may be brought into The Articulate.
  2. Only alcohol provided by The Articulate can be consumed in the Space.
  3. You cannot leave The Articulate with any alcohol provided by The Articulate.
  4. You cannot provide alcohol to minors.
  5. Overconsumption of alcohol is not permitted. The Articulate personnel may refuse to serve alcohol or remove alcohol from your possession if any of The Articulate personnel reasonably believe that you are intoxicated or that your behavior toward other people is rude, unwanted, threatening or dangerous. If you are asked to leave The Articulate, you agree to leave immediately. 

19. No Smoking. No smoking of any kind is permitted in the Space or within 25 feet of any building entrances at any time.

20. If you occupy a designated space ("Designated Space"), shared space ("Shared Space") or are an Articulate Member, before you leave for the day or at an earlier time in the day, if requested by The Articulate, you must remove everything from the top of your work surface, including computers and other electronic devices, electrical cords, paper and other supplies and any other property.

21. Return of Articulate Property. When this Agreement terminates or expires, you will no longer have any right to use or access any equipment, furniture, communications devices and systems or other property, facilities, or services provided at the Campus by The Articulate under this Agreement. 

22. The Articulate Intellectual Property. You may not display or use The Articulate’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of The Articulate without The Articulate’s prior written consent and in accordance with The Articulate’s specifications. The Articulate may withhold this consent in The Articulate’s sole discretion.

B. The Articulate Membership Terms

  1. The Articulate offers the following “Membership Spaces”:
  1. Studio Spaces are available to individuals and small businesses. Each Studio Space Membership allows your use of a designated Studio at The Articulate Campus, as well as wireless Internet connections and other facilities and services provided to Studio Members as provided in this Agreement. 
  2. Designated Spaces are available to individuals only. Each Designated Desk Space Membership provides You with exclusive use of one designated work space, as well as wireless Internet connection and other facilities and services provided to Designated Desk Space Members as provided in this Agreement. If you would like to change the location of your Desk, we will try to accommodate reasonable requests, subject to availability. We have the right to change your Desk location in our discretion.
  3. Shared Spaces are available to individuals only. Each Shared Desk Membership provides You with unlimited, non-exclusive use of a work space on an “as-available” basis in the open work areas we designate for Shared Desk Members, as well as wireless Internet connection and other facilities and services provided to Shared Desk Members as provided in this Agreement. 
  4. Articulate Space Memberships are available to individuals only. Each Articulate Membership provides you with non-exclusive use of a work space on an “as-available” basis in the open work areas we designate for Shared Desk Members for five (5) days per month. This also includes as well as wireless Internet connection and other facilities and services provided to Articulate Members as provided in this Agreement.

All Articulate Membership Spaces include utilities, discounted rates on Photo Studio and equipment rental, discounted rates on classes and seminars, access to and use of common spaces and amenities (subject to any applicable additional fees and usage policies), office cleaning services, trash removal and other building services that The Articulate may provide to Members from time to time.

A current record of additional member benefits is available upon request.

  1. Payment and Modification of Fees
    1. As used in this Agreement “Fees” means collectively, your Desk Fee or Studio Fee, as applicable, plus fees for any Optional Services.
    2. All Fees and other amounts due under this Agreement will be run via credit card auto-payment on the first business day of the month. All Fees and other amounts must be paid in full in U.S. dollars. All payments must be made by a credit card on file that you have authorized us to charge, unless The Articulate agrees to another method of payment. If we try to process any payment by a credit card and the charge is declined, The Articulate will enforce a $60 late fee. After two months of declined payments, the Membership will be terminated by The Articulate  in its sole discretion. 
    3. The Articulate may increase or decrease Fees at any time and from time to time in its sole discretion. Any change in the fees shall become effective at the end of your agreed term, or after 60 days, whichever is greater. You may decline any increase to any Fee by terminating this Agreement in accordance with Section 3(a) or Section 3(b) below as applicable, as your sole right and remedy. You are responsible for all Fees due through the termination date of this agreement. 
  2. Termination
    1. If you have a Designated Space, Shared Space, or Articulate Membership, either you or The Articulate may terminate this Agreement effective at the end of a calendar month by giving written notice (including by email) of termination at least thirty (30) days before the end of that month. Termination of this Agreement made less than thirty (30) days before the end of a calendar month will result in the full charge for that month. 
    2. If you, as a Member, have a Studio Space Membership, either you or The Articulate may terminate the Studio Space Membership and this Agreement at the end of a calendar month by giving written notice (including by email) of termination at least sixty (60) days before the end of that month. 
    3. In addition to its rights under Section (.a) and/or Section 3(b), The Articulate may terminate this Agreement at any time upon thirty (30) days’ prior written notice to you for any or no reason for “convenience” and without any explanation. If we terminate this Agreement for our convenience, we will refund the prorated amount of any Fees you have paid for membership, Studio, Optional Services and any other services beyond the date of termination.
    4. Your rights to Membership and use of The Articulate, and your other rights under this Agreement, will terminate automatically upon termination of this Agreement, and you will cease all use of The Articulate. Upon the termination of this Agreement, you will vacate the Space and remove all of your property, you will return all Articulate property to The Articulate.

C. Condition of the Premises.  You agree that you have made a thorough inspection of The Articulate Space and agree to take Membership in its condition “as is” as of the date hereof. The Articulate has no obligation to alter, improve or decorate for your use. You cannot make any alterations, installations, improvements, additions or other physical changes to any part of the Space without The Articulate’s prior written consent. We can withhold or give this consent in our sole discretion. 

D. Internet Access. 

1. Internet Connection. As part of your Fees, you will be provided a wireless Internet signal within The Articulate. You cannot use this signal to operate a mail server, host internal websites, dispatch broad based emails (spam), utilize internal FTP servers, Wi-Fi wireless internet hubs, voice-over-IP equipment or any equipment, applications or practices that we deem to utilize excessive bandwidth or that interferes with the use of wireless Internet access by other Members. 

2. Internet Security. You are solely responsible for providing your own firewall, spam filtering, anti-virus protection and other security for your computer(s) and other electronic devices and information stored on them and cloud-based storage. The Articulate is not responsible for any damage suffered to your computer(s) or other electronic devices or information accessed by any third party by your use of any internet commection provided by The Articulate. If The Articulate notices or suspects that your computer(s) or electronic device(s) may be infected or hacked, we reserve the right to schedule a time to immediately inspect your computer(s) or other devices or to suspend your Internet access. If The Articulate determines that your computer(s) or other device is infected or has been hacked or is causing a disruption or slow down to the shared private or public networks, we have the right to immediately disconnect the subject computer(s) or other device from Internet access. You shall indemnify and hold The Articulate harmless for any and all damages, including, reasonable attorney’s fees, that we may suffer as a result of your activities or the activities of third parties accessing your computer(s) or other electronic devices.

3. No Liability. The Articulate will take commercially reasonable steps to maintain the continuity of our wireless Internet signal and telephone access. However, The Articulate has no liability to you for any suspension, interruption, temporary unavailability, loss of data or fault occurring in these services or any of the consequences thereof, including loss of business or profits. The Articulate will take what we believe to be commercially reasonable steps to protect the wireless Internet access system from unauthorized use. However, the system and the Internet generally are not secure and, therefore, you agree that The Articulate has no liability for any breach of the system, whether arising as a result of our providing access rights or otherwise.

E. No Liability. The Articulate shall have no liability or responsibility to Member, and Member shall have no claim against The Articulate, for any damage or loss incurred by Member with respect to property located in, or services provided to The Articulate, except as a result of gross negligence or willful misconduct of The Articulate. The Articulate shall not be liable to Member for any damage by or from any act or negligence of any other Member or occupant of The Articulate, or by any owner or occupant of adjoining or contiguous property. The Articulate shall not be liable for any injury or damage to persons or property resulting in whole or in part from the criminal activities of others.

F. Hold Harmless. You agree to defend, indemnify and hold The Articulate and its employees, owners, officers, agents, affiliates and contractors harmless from and against, any loss, cost, expense, claims or demands (including reasonable attorney and other professional fees and expenses) including any lost business, lost profits, accident, theft, loss, damage, or injury to persons or property related to or arising from the use of The Articulate by your or your employees, invitees, agents or other Visitors, except to the extend of damage caused by the gross negligence and willful misconduct of The Articulate, or  your breach of any of the terms or conditions of this Agreement, except to the extent a court finally determines that The Articulate was grossly negligent or acted with willful misconduct. The provisions of this Section shall survive the termination of this Agreement. 

G. AS-IS. The Articulate and other services provided to you under this Agreement are provided on an “as-is” “where-is” basis. The Articulate hereby disclaims all warranties, either express, implied, statutory or otherwise under this Agreement, including all implied warranties of merchantability or fitness for a particular purpose.

The Articulate does not warrant that any of the services will be error-free or function uninterrupted or that any business venture in which you engage will successfully raise capital, generate any amount of revenues, or be profitable.

The Articulate does not warrant that The Articulate, the Space or Campus are suitable for you or any business venture in which you engage.

H. Notices. All notices to The Articulate in connection with this Agreement shall be in writing, shall be effective upon receipt and shall be delivered by hand, email, fax, air courier, or sent by certified mail, return receipt requested, postage prepaid. Written notices to The Articulate shall be delivered Attention: Articulate Manager. All notices to Member in connection with this Agreement shall be in writing shall be effective upon receipt and shall be sent by email to Member’s provided email address. 

I. Amendments. This Agreement may be amended, modified or supplemented from time to time by The Articulate. It is your responsibility to review this Agreement from time to time for amendments, modifications and supplements. 

J. No Lease. Neither this Agreement nor any other agreement between The Articulate and you is or shall be deemed to constitute a lease or a conveyance of the space or any real property interest by The Articulate to you or to confer upon you any right, title, estate, or interest in the space, except for the express rights granted to you pursuant to this Agreement. Accordingly, landlord-tenant laws do not govern this Agreement nor can you invoke any tenant rights or privileges. You also hereby specifically waive any and all rights that you may have under any landlord-tenant laws.

K. Waiver and Severability. If any provision of this Agreement is held to be void, invalid or otherwise unenforceable (either in whole or in part), the remaining portions of this Agreement shall remain in effect and the parties hereto shall substitute the void, invalid or unenforceable provision with a new provision of like intent and effect. If any party waives a right granted in this Agreement, it must be done so in writing and signed by the party holding that right. If a party fails to exercise a right, it will not be interpreted as a waiver to exercise that same right, or any other right, in the future. 

L. Entire Agreement. This Agreement constitutes the entire understanding between the parties hereto with respect to the subject matter contained herein, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. 

M. Default.

    1. In addition to any and all other rights or remedies provided in this Agreement or that The Articulate may have at law, in equity, or otherwise if you fail to comply with any of your obligations under this Agreement, then The Articulate has the right to immediately terminate this Agreement upon notice to you, and you must then immediately vacate the Space. If you fail to remove any of your property from the Space within five (5) days after the termination of this Agreement, The Articulate may consider your property to be legally abandoned. In such an event, The Articulate shall be permitted, in its sole discretion, to either store the property for a period of time to be set by The Articulate, or dispose of such property as The Articulate sees fit. If the property is stored, you will be responsible for any and all costs and fees associated with the storage, including reasonable attorney’s fees.

    2. You will defend, indemnify, and hold The Articulate harmless for any and all damages, including, without limitation, lost business, lost profits, costs of storage and reasonable attorney’s fees that may arise from the actions The Articulate takes to address your abandonment of any property and The Articulate. 

N. Assignment. You cannot assign or transfer this Agreement or any rights in this Agreement without the prior written consent of The Articulate. You may not allow any other person or entity to use or occupy any portion of the Space except as expressly permitted in this Agreement with respect to Visitors. You cannot allow any other person or entity to have any of your rights under this Agreement. 

O. Governing Law. This Agreement shall be constructed and enforced in accordance with the laws of the State of Colorado.

P. Attorney Fees. In the event you fail to perform any of your obligations under this Agreement or in the event a dispute arises concerning the meaning or interpretation of any provision of this Agreement, The Articulate shall be entitled to payment of any and all costs and expenses, including attorney feesincurred in enforcing or establishing its rights hereunder, including, without limitation, court costs and other costs of litigation. 

 

* By signing up for a membership at The Articulate, you are agreeing to all terms and conditions in this agreement.*