@TheCOve Co-working Space & Training Center Agreement - dated Sept 2024

Effective the date of first payment.

Your membership (the "Membership"), use of our coworking space (the "Coworking Space"), use of this website (the "Website"), and provision of services on this Website or related to the Coworking Space (the "Membership Services"), provided by @TheCOve (hereinafter referred to as "Provider"), are subject to this Coworking Space Agreement (hereinafter the "Agreement"), all parts and sub-parts of which are specifically incorporated by reference here.

This Agreement forms a legally binding agreement between you, the Member, and us, the Provider, and governs your access to and use of the Coworking Space, the Website, and the Membership Services.

BY ACCESSING OR USING ANY OF THE MEMBERSHIP SERVICES AND BY ASSENTING TO THIS AGREEMENT THROUGH ELECTRONIC MEANS YOU AGREE TO BE BOUND AND ABIDE BY THIS AGREEMENT AND ANY AMENDMENTS THERETO. READ THIS AGREEMENT CAREFULLY BEFORE USING ANY OF THE MEMBERSHIP SERVICES, ESPECIALLY SINCE THIS AGREEMENT MAY AFFECT YOUR LEGAL RIGHTS, SUCH AS REQUIRING BINDING INDIVIDUAL ARBITRATION, AND LIMITING YOUR RIGHT TO BRING A LAWSUIT OR CLASS ACTION. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY CEASE USE OF ANY OF THE MEMBERSHIP SERVICES.

Article 1 - DEFINITIONS:

The parties referred to in this Agreement shall be defined as follows:

a) Provider, we, us: We are the organization providing use of the Coworking Space to you, as well as your Membership. We may offer additional Membership Services to you depending on where you are located. We'll be referred to as Provider, we, or us. If we use pronouns to describe ourselves, they will include our and ours, as well as other first-person pronouns. These terms will apply to us as well as all of our employees.

b) You, the Member: You are the Member utilizing the above-mentioned Membership Services. You'll be referred to as you, Member. If we use pronouns to refer to you, we'll use your and yours.

c) Parties: Collectively, the parties to this Agreement (us and you) will be referred to as Parties.

d) Coworking Space: The Coworking Space is the communal working space we make available, located at the following address:

510 S Clearwater Loop, Suite 100

Post Falls, ID 83854

Article 2 - MEMBERSHIP SERVICES:

The Membership Services will generally refer to the following services we offer:

- Access to the Coworking Space. The Coworking Space is available at the following days and times:

- 24/7 access with electronic keypad/Bluetooth system

- Maintenance and upkeep of the Coworking Space

- Use of certain equipment, workstations, furnishings, or office supplies in the Coworking Space, as will be described to you upon your first visit

- Use of basic amenities at the Coworking Space, such as air conditioning, heating, electricity, perhaps including shared kitchen space and shared kitchen appliances

- Access to and use of the Website, which may be subject to any additional legal terms posted thereon

- The ability to sign up for additional services through the Website

- Use of Internet service at the Coworking Space

- Coffee and Water provided for Members and their Clients

You may also be able to use the Coworking Space as follows:

- As a business address

- To receive mail

- To reserve conference rooms

-To reserve training center, subject to additional fees

- To rent a private office, subject to additional fees

- Access to printer

- Use of the Cafe

- Access to @TheCOve coaching and training sessions and community and networking events, some sessions or events may be subject to additional fees

The Membership Services may vary and certain Membership Services may be subject to additional fees. Certain Membership Services may also be subject to additional legal terms and conditions, which will be provided to you when you decide to use that Membership Service. The Membership Services do not include any services offered by third-parties.

Article 3 - MEMBERSHIP LEVELS:

We offer different Membership Levels at different costs. They are as follows:

Coworking Option: $124/month

Dedicated Desk in Main Forum: $199/month

Small Private Office: $399/month

Large Private Office: $499/month or $599/month based on office size

Add on Member at $49/month per additional members of your Team, Brokerage or Corporation.

Article 4 - BUSINESS ADDRESS USAGE:

You may use the Coworking Space as a business address on your business cards, marketing materials, website, and other business documents. This service may be subject to additional fees. You acknowledge and agree that you do not maintain any real property interest or tenancy in the Coworking Space.

Article 5 - MAIL HANDLING:

You may be able to receive mail at the Coworking Space. You authorize Provider to act as an agent on your behalf to receive mail.

You must complete and submit USPS Form 1583 in order to commence receiving mail at the Coworking Space. If you do not complete USPS Form 1583, Provider is not responsible for your inability to receive mail at the Coworking Space.

We are not responsible for any non-delivery or delay of your mail.

We will only accept mail in your name. You are responsible for ensuring that all mail complies with USPS rules and regulations.

At the end of the Term, you will not be permitted to have your mail forwarded through the USPS. You must make arrangements with us to have your remaining mail forwarded, potentially with an extra fee.

Article 6 - CONFERENCE ROOM RENTALS:

Conference rooms and training center rentals may be subject to additional fees, which you will be informed of at the time of the rental. Scheduling for conference rooms and training center is on a first-come, first-served basis. You agree to use the conference room and training center exclusively for legitimate business purposes.

You acknowledge and agree that you are responsible for your guests, including ensuring that your guests act in a professional manner. If your guests act in a way which is not in accordance with this Agreement or any posted rules and regulations, we may terminate this Agreement immediately.

You agree to use the training center for large trainings, events, seminars and to use the conference rooms for client meetings. The large conference rooms can be used for other events as long as they are no longer than 1 hour in duration.

Article 7 - PRIVATE OFFICE RENTAL:

Private office rentals will be subject to additional fees, which you will be informed of at the time of the rental. Scheduling for rentals is on a first-come, first-served basis. You agree to use the private office exclusively for legitimate business purposes. Additional rules and regulations may apply to the usage of private offices.

Article 8 - DAMAGES:

If you or any of your guests damage any property at the Coworking Space, you will be held liable, including charges incurred to repair or replace property or items.

Article 9 - STORAGE:

In all open and shared areas, you are not permitted to store items of personal property at the Coworking Space. We are not liable or any loss of or damage to items left at the Coworking Space. If there are personal items left at the Coworking Space, we may dispose of them. You waive any claims you may have regarding any personal items.

Article 10 - THIRD-PARTY ACTIONS:

Please be advised that we are not responsible for the actions of other Members or their guests. We assume no responsibility or obligation regarding any disputes which may take place between our Members or guests.

Article 11 - NO EXPECTATION OF PRIVACY:

You acknowledge and agree that you may not have any expectation of privacy when you are using the internet and telecommunications systems at our Coworking Space. We may monitor your activities to keep our networks and spaces safe.

Article 12 - AMENDMENTS:

We may, from time to time and at any time without notice to you, modify this Agreement. You agree that we have the right to do so, including revising anything contained herein. All modifications to this Agreement are in full force and effect immediately upon posting on the Website. All modifications or variations will replace any prior version of this Agreement, unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement.

To the extent any part or sub-part of this Agreement is held ineffective or invalid by any court of law, you agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.

You agree to routinely monitor this Agreement on the Website to note modifications or variations. We might also change the scope of the Membership Services. If we do so, and you are unhappy with the new offerings, please feel free to contact us.

Article 13 - AGE RESTRICTIONS:

You must be at least 18 (eighteen) years of age to sign up for a Membership. We assume no responsibility or liability for any misrepresentation of your age.

When you sign up for a Membership, you may be asked to provide government-issued identification to verify your age.

Article 14 - CREDENTIALS:

As part of your Membership Services, you may be required to set up specific access information for the Coworking Space, such as a username and password. You may also receive an access device, like an electronic access pass. You are responsible for ensuring the safety and security of your access information or device. You must not share the access information or device with any third party. If you discover that the access information or device has been compromised, you agree that you will notify us immediately.

Article 15 - AUTHORIZED USERS:

A company may become a Member and have authorized users. If you are a company Member, you must inform us of the name of your company as well as the authorized users of the Membership Services. We are not responsible for any unauthorized access to your company account.

Article 16 - FEES:

As a Member, you agree to pay us fees ("Fees") at the execution of this Agreement and as we require thereafter. You will be shown the specific Fees applicable to the Membership Services at the time of execution and will pay such Fees through our online payment system. Fees are payable as described therein.

Payment for the Membership Services is billed automatically until you notify us that you would like to terminate your access to the Membership Services with a 30 day notice. You are responsible for keeping your payment information up-to-date. If you do not, you may be liable for late fees as applicable.

Fees are not refundable.

Article 17 - ACCEPTABLE USE:

You may be provided an additional list of rules upon your registration. If so, the rules you are provided as well as the rules below apply to your Membership.

You agree not to damage the business reputation or physical property of the Provider. You may not act in any way which presents danger or disruption to other Members, guests, employees, agents, or animals at the Coworking Space.

You agree not to harass, abuse, or threaten others or otherwise violate any person's legal rights.

You agree not to recruit from other Members within the space, this is a space of collaboration not competition.

You agree not to violate any intellectual property rights of the Provider or any third party.

You agree not to use the Coworking Space to upload or otherwise disseminate any computer viruses or other software that may damage the property of another.

You agree not to use the Coworking Space to perpetrate any fraud.

You agree not to publish or distribute any obscene or defamatory material or any material that incites violence, hate, or discrimination towards any group at the Coworking Space.

You agree not to unlawfully gather information about others, including photographing or videotaping others without their consent.

Keeping your information confidential is your responsibility.

You agree not to share any confidential information that you may hear or see in the Coworking space.

Article 18 - INTELLECTUAL PROPERTY:

You agree that all of our copyrights, trademarks, trade secrets, patents, and other intellectual property belong solely and exclusively to us ("Company IP"). You agree that we own all right, title and interest in and to the Company IP and that you will not use the Company IP for any unlawful or infringing purpose. You agree not to reproduce or distribute the Company IP in any way, including electronically or via registration of any new trademarks, trade names, service marks or Uniform Resource Locators (URLs), without express written permission from us.

Article 19 - TERMINATION:

We may terminate this Agreement with you at any time for any reason, with or without cause. We may also decline to renew any renewable agreement you have with us regarding the Coworking Space or the Membership Services. We specifically reserve the right to terminate this Agreement if you violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of us or a third party or failing to comply with our rules, applicable laws or other legal obligations. You may also terminate this Agreement at any time by contacting us and requesting termination – for coworking membership a 30 day notice is required and for private offices a 6 month term is required before going to month to month and then at which time only a 30 day notice is required to terminate. No refunds will be issued in the event of your termination. Any accrued Fees will remain due and payable, even after termination.

Article 20 - INDEMNIFICATION:

You agree to defend and indemnify us and any of our affiliates (if applicable) and hold us harmless against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to your use or misuse of the Coworking Space or Membership Services, your breach of this Agreement, or your conduct or actions. You agree that we shall be able to select our own legal counsel and may participate in our own defense, if so desired.

Article 21 - LIMITATION OF LIABILITY:

Except in cases of death or personal injury caused by either party's negligence, either party's liability in contract, tort or otherwise arising through or in connection with this Agreement or through or in connection with the completion of obligations under this Agreement shall be limited to Fees paid by you to us.

To the extent it is lawful, neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including without limitation any economic loss, data loss, loss of goodwill, or other loss of turnover, profits, or business.

Article 22 - SEVERABILITY:

If any part or subpart of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and subparts will be enforced to the maximum extent possible. In such a condition, the remainder of this Agreement shall continue in full force.

Article 23 - DISPUTE RESOLUTION:

In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the county and state noted in the GOVERNING LAW provision of this Agreement. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing federal law as well as the law of Idaho. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by us will not be subject to arbitration and may, as an exception to this subpart, be litigated. The Parties, in agreement with this subpart of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.

Article 24 - GOVERNING LAW:

This Agreement shall be governed by and construed in accordance with the internal laws of Idaho without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in the following county: Kootenai.

Article 25 - HEADINGS:

Headings to this Agreement are for convenience only. Headings shall in no way affect the provisions themselves and shall not be construed in any way that would limit or otherwise affect the terms of this Agreement.

Article 26 - ASSIGNMENT:

This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by you. Should this Agreement, or the rights granted hereunder, by assigned, sold, leased or otherwise transferred by us, our rights and liabilities will bind and inure to any assignees, administrators, successors, and executors.

Article 27 - NO WAIVER:

In the event that we fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or sub-part of this Agreement will not constitute a waiver of any other part or sub-part.

Article 28 - NO AGENCY, PARTNERSHIP OR JOINT VENTURE:

No agency, partnership, or joint venture has been created between the Parties as a result of this Agreement. No Party has any authority to bind the other to third parties.

Article 29 - FORCE MAJEURE:

We are not liable for any failure to perform due to causes beyond our reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.

Article 30 - ELECTRONIC COMMUNICATIONS PERMITTED:

Electronic communications are permitted to both Parties under this Agreement, including email or phone/text. For any questions or concerns, please email us at the following address:
info@at-thecove.com or call/text to 763-458-2970.