Legal Agreement: Terms of Service
Acceptance of Terms.
Member acknowledges, accepts and agrees to abide by all of the Terms & Conditions of Membership (“Terms”) outlined in this Agreement, any subsequent changes made thereto by Innovation Portal, as well as any other community standards or requirements for continued membership in or use of the Facilities and/or services that may be established by Innovation Portal. Innovation Portal reserves the right to change or update the Terms and any other conditions or requirements for continued membership in or use of the Facilities and/or services at any time, with or without notice to the members.
Access to Facilities.
Member will be granted access to 358 St. Louis Street, Mobile, AL 36602 ("Facilities"). Access shall constitute a limited license to enter and use the Facilities for lawful business purposes under the Terms of this Agreement. Nothing in this Agreement shall constitute or be construed as a real property interest of any kind, including a sublease or assignment of any particular space within the Facilities or of either facility in its entirety.
Each member will be issued an individual fob and access code, and those with an office membership will be issued a single office key.
Additional Services / Benefits of Membership.
Innovation Portal may, but shall in no way be obligated to, provide members with the following additional services (“Services”) as a benefit of membership. These Services shall, at all times, be subject to the Terms of this Agreement and may be supplemented, modified, suspended or eliminated at any time, in Innovation Portal’s sole discretion, with or without notice to the members.
a. Use of Desk Space.
Member will be entitled to use available desk space in any common area within the Facilities on a first-come, first-served basis. Member will not be guaranteed any particular desk, space or location within the Facilities, unless such arrangements have been made between the Member and Innovation Portal and those arrangements are committed to writing and signed by the Member and Innovation Portal.
Innovation Portal may, in its sole discretion, move any desk and/or reconfigure any space within the Facilities. Member may not move or reconfigure any desks or other furniture within the Facilities at any time, nor may Member install any temporary or permanent partitions or otherwise modify any space within the Facilities without express written permission from Innovation Portal.
If member is assigned an office the following applies. Should the Member wish to have additional occupants in his/her office, written notice must be received by Innovation Portal management by the 15th of the month previous to the month of the effective addition or change. Any additional Members wishing to occupy the office must sign complete a Membership Agreement and complete new member onboarding with Innovation
b. Internet Access.
Member will have unlimited use of the Facilities’ wireless internet network, subject to the Terms of this Agreement.
c. Copier, Scanner, Printer, Fax.
Member may be permitted to use certain copying, scanning, printing and faxing equipment and/or services at Innovation Portal’s sole discretion. Access to and use of such equipment and/or services may be subject to additional fees or costs to be paid by Member.
d. Mailing Address.
Member will have full use of Innovation Portal’s mailing address for letters and small packages delivered by the United State Postal Service, as well as private carriers. All mail and other packages will be delivered to one central mailbox at the Facilities. Innovation Portal will make a reasonable effort to ensure all letters/packages delivered to a Member at the Facilities mailbox are ultimately delivered to their intended recipient. However, Innovation Portal assumes absolutely no responsibility for any lost letters, packages, or shipments that go undelivered or are otherwise not received by the intended recipient. Member authorizes Innovation Portal to receive mail on Member’s behalf, remove mail from the Facilities’ external mailbox, and if necessary, receive and/or sign for packages from time to time that are addressed to Member.
e. Common Areas.
Member will generally have unrestricted access to the Facilities’ shared common areas, subject to availability and the Terms of this Agreement.
f. Conference Room.
Innovation Portal conference rooms are not a common area within the Facilities. Innovation Portal may limit the number of times a member may make use of the conference room per month. In order to accommodate other members, the conference room should be reserved at least twenty-four (24) hours prior to making use of the room.
Innovation Portal is not responsible for any items left unattended for any period of time by Member, or any guest of Member, anywhere within the Facilities.
Member may choose to reserve access to a parking space for an additional monthly fee. Any vehicle parked in any Innovation Portal parking space(s) without permission (i.e., without executing a signed parking agreement and paying the additional monthly fee) will be towed, without warning, at the vehicle owner’s expense.
i. Guest Policy
Full-time members receive two guest passes per month. Guest passes do not roll over from previous months and are not transferable to other members. Members MUST be present to receive guests and may not leave guests unattended in the coworking space.
No Unlawful or Prohibited Use.
As a condition of Member’s use of the Innovation Portal Facilities and Services, Member agrees that he/she will not use the Facilities or Services for any purpose that is unlawful or expressly or implicitly prohibited by the Terms of this Agreement and/or any notices or requirements for continued membership or use of the Facilities that may be established by Innovation Portal. Member specifically agrees that when using the Facilities and/or Services provided by Innovation Portal, he/she will not:
a. Allow entry of non-members or other unauthorized individuals to the Facilities;
b. Allow non-members or other unauthorized individuals to make use of the Services;
c. Restrict or inhibit any other member or guest from using and enjoying the Facilities and/or Services;
d. Violate any code of conduct of other guidelines that may be established by Innovation Portal or may otherwise be applicable for any particular Service(s);
e. Disturb others’ work environment through the excessive ringing or use of a cell phone;
f. Disturb others’ work environment by playing music other than through personal headsets set at a volume the does not disturb others;
g. Compromise the Facilities’ security or the security of the spaces therein and ensure that all reasonable measures are taken to safeguard the Facilities, its occupants and the occupants’ possessions (i.e., do not bypass security locks, prop doors, or lend others your access codes and/or cards);
h. Cause any damage to the Facilities, network, infrastructure or any Innovation Portal property (should Member or guest of Member cause any damage the Facilities, network, infrastructure or any Innovation Portal property, Member will be solely responsible for the cost of any repair or replacement);
i. Smoke, consume drugs or alcohol (except at planned events), or carry a firearm on, into or around the Facilities;
j. Bring or allow pets or bicycles into the Facilities (bicycles must be stored, at the owner’s risk, outside using bike racks provided by the city and/or building owner.
k. Sleep overnight at the Facilities;
l. Use the Facilities or Services in connection with contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited message (commercial or otherwise);
m. Defame, abuse, harass, stalk, threaten or otherwise violate the legal or civil rights (such as rights of privacy and publicity) of others;
n. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through Innovation Portal’s Services;
o. 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 rights of privacy / publicity) unless you own or control the rights thereto or have received all necessary consent to do the same;
p. 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;
q. 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;
r. Download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;
s. Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party;
t. Violate any applicable laws or regulations; and
u. Create a false identity for the purpose of misleading others.
Fees & Payment.
a. Monthly Membership Fee.
Member will be charged in accordance to her/his payment agreement on the first day of each month for the term of this Agreement and any subsequent renewals thereof. This amount grants Member access to the Facilities as described in this Agreement and includes all of the additional membership benefits described herein, subject to the Terms of the Agreement.
All payments to Innovation Portal should be made electronically through the Innovation Portal.
Term, Renewal & Termination of this Agreement.
a. Term & Renewal.
The term of this Agreement will be month-to-month. It will be effective from the date of execution and shall automatically renew on the first (1st) day of the following month. Invoices are due on receipt and if not paid by the fifteenth (15th) day of the month are subject to a 10% late fee. Member may change membership type by providing written notice to Innovation Portal on or before the fifteenth (15th) day of any month. Member may put their membership on hold (for a fee) for one month by providing written notice to Innovation Portal on or before the fifteenth (15th) day of any month.
Member may terminate this Agreement by providing written notice to Innovation Portal on or before the fifteenth (15th) day of any month. If written notice is received by Innovation Portal on or before the fifteenth (15th) day of any month, the Agreement between Innovation Portal and Member will terminate on the last day of that month. If written notice is received by Innovation Portal after the fifteenth (15h) day of any month, the Agreement between Innovation Portal and Member will terminate on the last day of the following month. Innovation Portal reserves the right to terminate this Agreement at any time and for any lawful reason or no reason, with or without advance notice to Member. At Innovation Portal’s sole discretion, termination of the Agreement with Member may become effective immediately upon notification.
c. Effect of Termination.
Upon termination, whenever effective, Member’s access to Innovation Portal Facilities and Services will be discontinued. Member is responsible for ensuring that any and all personal items stored at the Facilities are removed and that any property of Innovation Portal in Member’s possession is returned, including but not limited to keys, key cards, access codes, etc. Member will be held financially responsible for any property of Innovation Portal that is not returned or is damaged in any way during or after the term of this Agreement.
Innovation Portal is not responsible for any of Member’s property left at the Facilities following termination, regardless of whether such property is left in Member’s secure storage space, mailbox or some other location.
Member shall not be entitled to any refund, credit or return of any amount(s) paid or charged for use of the Facilities and/or Services under the Terms of this Agreement.
Events at Facilities.
Innovation Portal may host member and/or non-member events at the Facilities. Such events may occupy a portion or all of the space within the Facilities.
Member acknowledges and accepts that events may take place at the Innovation Portal Facilities that could temporarily disrupt Member’s ability to conduct business at the Facilities. Member understands that he/she will not be entitled to any financial credit, refund or other remuneration due to any disruption that may be caused by Innovation Portal hosting an event or allowing an event to be held at the Facilities.
Right to Relocate.
Innovation Portal reserves the right to change or modify the space that constitutes the Facilities at any time and for any reason without consulting Member. This includes, but shall not be limited to relocating the Facilities entirely and/or providing Member access to a different, but comparable Facilities operated by Innovation Portal. Under such circumstances, Member may elect to terminate his/her Agreement with Innovation Portal according to the Terms of this Agreement. However, if Member does not elect to terminate the Agreement, this Agreement shall remain in full force and effect through and following Member’s relocation.
Member grants Innovation Portal permission to use and publicize Member’s name and/or company name to advertise or promote Innovation Portal’s Facilities and attendant business interests. Such promotion may include, but may not be limited to: listing Member’s name and/or company name on a printed or electronic membership directory; referencing Member or Member’s company on the Innovation Portal website or any other site, including Facebook®, Twitter®, Instagram®, LinkedIn®, etc.
Member also agrees that, upon an individual request by Innovation Portal, Member will not unreasonably withhold permission for Innovation Portal to use Member’s image, likeness, and/or voice in the form of photographs/digital images, video, and/or recorded audio or quoted remarks in promotional or educational materials produced and distributed by Innovation Portal. Member agrees that his/her name and identity may be revealed in descriptive text or commentary in connection with any such publication.
Member authorizes Innovation Portal to use any of the materials referenced herein, and any other similar materials, indefinitely without compensation to Member. All prints, digital reproductions, video, and audio recordings shall at all times remain the exclusive property of Innovation Portal.
Innovation Portal will always make a reasonable effort to contact Member to request the use of any of the materials described above, and will openly disclose to Member the manner in which the materials are intended to be used.
Innovation Portal is an open office environment. Member acknowledges, accepts and agrees that Innovation Portal shall have no liability for Member’s loss or disclosure of private, secret, classified, privileged or otherwise confidential information during the course of his/her use of the Innovation Portal Services and/or Facilities. Further, Member agrees to keep confidential and refrain from using, for any purpose, any other members’ or guests’ information that he/she may be exposed to when using the Innovation Portal Facilities and/or Services. All private, secret, classified, privileged or otherwise confidential information remains the sole and exclusive property the rightful owner of such information.
No Right of Privacy.
For safety and security purposes, Innovation Portal’s Facilities is monitored by twenty-four (24) hour video surveillance. Because Innovation Portal recognizes the importance of balancing members’ desire for privacy with the need to ensure the safety and security of Innovation Portal members and guests, as well as Innovation Portal property, Innovation Portal has sought to design and maintain a video surveillance system that is as minimally intrusive as practicable. Innovation Portal reserves the right to disclose any information about anyone using its Facilities and/or Services as may be necessary to satisfy applicable law, regulation, legal process or governmental request.
Innovation Portal is committed in all areas to providing a work environment that is free from harassment. Harassment based upon an individual's race, creed, color, ethnicity, national origin, religion, sex, sexual orientation, gender expression, gender identity, age, height, weight, disability status, veteran status, military obligations, marital status or any other legally protected characteristics will not be tolerated.
Disclaimer of Warranties.
To the maximum extent permitted by law, Innovation Portal provides its Services and Facilities “as is” and with all faults, and hereby disclaims 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, correspondence to description or non- infringement. The entire risk as to the quality, or arising out of membership and/or use of the Facilities or Services, remains with the Member.
Limitation of Liability and Remedies.
Notwithstanding any damages that Member may incur for any reason whatsoever (including, without limitation, all direct or general damages), the entire liability of Innovation Portal, and its past, present and future owners, members, managers, officers, agents, representatives, employees, successors and assigns under the Terms of this Agreement shall be limited to ten dollars ($10.00). The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose. Member is, at all times, solely responsible for his/her own belongings and actions, as well as the belongings and actions of any guests that Member brings onto the property or into the Facilities. Innovation Portal is not responsible for any loss, theft or damage of any kind, whether to tangible personal property, intellectual property, reputation or anything else of value to Member or Member’s guest(s).
Exclusion of Incidental, Consequential and Certain Other Damages.
To the maximum extent permitted by law, in no event shall Innovation Portal or its past, present or future owners, members, managers, agents, 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) arising out of or in any way related to Member’s membership in or inability to participate in or use of Innovation Portal’s Facilities or 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 Innovation Portal, and even if Innovation Portal has been advised of the possibility of such damages.
Member shall, during and after the membership in and/or use of the Innovation Portal Facilities or Services, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding Innovation Portal, or any of Innovation Portal's owners, members, managers, employees, personnel, agents, policies, services or products, other than to comply with law.
Member agrees to release, indemnify, defend and hold harmless Innovation Portal and any of Innovation Portal's partners, sponsors or affiliates, as well as the past, present and future owners, members, managers, agents, representatives, employees, successors and assigns of the same, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties based upon or arising out of Member’s negligent actions, errors and omissions, willful misconduct and fraud in connection with the participation in or use of the Facilities or Services. Member further agrees in the event that Member brings a claim or lawsuit in violation of this Agreement, Member shall be liable for any and all attorneys’ fees and costs incurred by Innovation Portal or its respective members, managers, employees, agents or representatives in connection with the defense of such claim or lawsuit.
In the event that any provision or portion of this Agreement is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of the Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.
Innovation Portal will carry Liability and Business Personal Property insurance. It is strongly encouraged that each Member carries an appropriate insurance policy as well to cover Member’s business and/or own property that may be brought into the Innovation Portal Facilities.
Changes to the Agreement.
Innovation Portal reserves the right to make changes to this Agreement and/or the Terms outlined herein at any time. Notice of such changes will be provided to Member.
In the event of any controversy between the parties involving the construction or application of any of the Terms of this Agreement, the parties first shall use their best efforts to resolve such controversy by exchanging relevant information and negotiating in good faith. If the parties cannot resolve such controversy, either party may submit the issue to binding arbitration. The costs of such arbitration, including the costs of the arbitrator and of preparation and presentation of the case (including reasonable attorneys’ fees), shall be borne by the losing party, if both parties are found by the arbitrator to have some liability in the case, then by the parties in the proportion that such liability is determined to exist.
Transferability / Successors & Assigns.
This Agreement may not be transferred, assigned or conveyed by Member without the express written consent of Innovation Portal. This Agreement shall inure to the benefit of and be binding upon any successor or assign of Innovation Portal.
Severability & Waiver.
Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. However, if any provision(s) of this Agreement, or the application of any provision(s) to any party or under any circumstance is deemed invalid, such provision shall be deemed invalid without invalidating the remainder of the provisions of this Agreement or the application of such provision(s) to the other parties or other circumstances. The waiver of any right or breach of any term or condition of this Agreement shall not be deemed to constitute the waiver of any other right or breach of the same or any other term or condition of this Agreement.
This writing, including any and all addendums attached hereto, contains the entire Agreement between Innovation Portal and Member. The Agreement shall not be changed, supplemented, modified or amended in any manner except by an instrument in writing properly executed by both parties. The parties hereby agree that all agreements executed prior to the date of this Agreement, whether written or oral, relating to Member’s relationship with Innovation Portal are fully abrogated and have no further force or effect from and after the date of this Agreement.