Membership Terms & Conditions
Your Member Agreement for The Workery is subject to these Terms and Conditions.
Certain word used below have special meanings:
“Member Agreement” or “Agreement” means the membership agreement you sign or submit online that states your member fees and membership benefits, these Terms and Conditions, the Rules, and any other document incorporated by reference in any of them.
“Manager” means The Workery, LLC, a Texas limited liability company.
“You” and “your”, in upper- or lower-case mean the person (individual or entity) that signs or otherwise submits a membership application or form for The Workery to the Manager.
“Rules” means The Workery Member Rules posted at theworkerysa.com/general-rules as they may be amended by the Manager from time-to-time.
“The Workery” means the collaborative co-working space and related programs and services that the Manager makes available to you as part of your membership.
1. Membership. To apply for membership, you must sign and submit a membership application prepared by the Manager for your signature using the process provided by the Manager. Your membership application is accepted and your Member Agreement is effective when the Manager signs and returns your fully signed application or begins charging you the membership fees described in the application. Your membership level and related benefits are described in the Member Agreement between you and the Manager.
2. Term of Membership.
a. Initial Term. Your membership begins on the effective date stated in your Member Agreement. If your membership is month-to-month, then the initial term of your membership continues through the end of the first full calendar month that follows your effective date. (For example, if your membership is effective April 15, then your initial membership term continues until May 31.) If your Member Agreement states a term of longer than one month, then your membership continues through the end of that number of full calendar months as stated in the Member Agreement. (For example, if your Member Agreement states a 12 month term, and your membership is effective April 15, then your initial membership term continues until May 31 of the following year.)
b. Renewals. When your initial membership term expires, your membership will automatically renew for consecutive renewal terms of one calendar month each unless you have made other arrangements with the Manager.
c. Your Right to Cancel Membership. You may cancel your membership by giving written notice of cancellation to the Manager. If you give your notice of cancellation within the notice window stated in the Member Agreement, your cancellation is effective as of the end of the then current initial term or renewal term, as applicable; if you give your notice after the notice window, your membership continues until the end of the next renewal term. The notice window varies depending on your membership level. Please see your Member Agreement. Unless your cancellation is for the Manager’s violation of the Member Agreement as described below, you remain responsible for membership fees through the end of your membership.
d. Manager’s Violation of the Agreement. If your cancellation is based on the Manager’s failure to provide you with the membership benefits described in the Member Agreement or the Manager’s other violation of this Agreement, you are not responsible for member fees for the remaining part of the then-current term, and the Manager will refund any prepaid but unused fees to you, provided, that you have given the Manager reasonable notice of the issue and the Manager has failed to remedy the problem within a reasonable time. Your sole and exclusive remedy for Manager’s violation of the Member Agreement is the right to terminate the membership and receive a refund of membership fees paid for the remaining unused part of the then-current term.
e. Manager’s Right to Suspend or Cancel Membership. The Manager may suspend or terminate your membership, including your access to The Workery premises, at any time, for any or no reason, in the Manager’s sole discretion. If the Manager suspends your membership without cause, then it must refund to you any membership fees you have paid for the remaining paid part of your membership term, including a refund for the full month in which the suspension occurs. If the suspension is for cause, then you remain responsible for the membership fees for the period of suspension and the remaining period of your then-current membership term. “Cause” for suspension and termination exists if: (i) you do not pay your membership or other fees when due, or (ii) the Manager reasonably believes that you have or will violate the Rules, or your conduct has or will result in a health or safety issues for any person on or around The Workery premises. The Manager must promptly notify you that your membership has been suspended or terminated and describe the reasons for the suspension or termination in reasonable detail. The Manager may, but is not required to, lift the suspension when the grounds for suspension are cured. If the Manager does not lift a suspension, then your membership is deemed terminated as of the end of the term in which the suspension occurred. If there is a dispute between you and the Manager regarding whether the Manager has grounds for suspension or termination for cause under this Section, you agree that the Manager’s determination is proper so long as it was made in good faith based on available information.
3. Payments. You must pay your membership fees when due. Your membership fees are due at the times stated in your Member Agreement. If your Member Agreement does not state a due date, then membership fees are due monthly in advance on first day of each calendar month. The Manager may charge you an initial membership fee that is a prorated amount for any partial first month plus the full amount for the first full month. If you have made arrangements for the Manager to charge your payment card, PayPal account, bank account, or other account for your membership fees, the Manager may initiate the charge to your card or account at any time beginning five business days prior to the due date. If you do not pay your membership fee on time, or if the Manager is unable to charge your fee to your card as authorized, the Manager may charge you a late fee of $10, or 5% of the fee, whichever is less. If the Manager offers you additional program benefits or services for an additional fee, the fee is due prior to the date the benefits are services are provided unless you have made other payment arrangements with the Manager. You are responsible for updating your payment card information using the payment portal or other payment service designated by the Manager.
4. Fee Increases. The Manager may increase your membership fee by giving you notice of the fee increase, provided that no fee increase is effective until the first renewal term that begins at least 30 days after the notice.
5. Not a Real Estate Lease. You do not have the exclusive right to use a particular desk or space within The Workery. If your membership includes a reserved desk space, the Manager may relocate your desk space from time-to-time as necessary to accommodate The Workery’s membership generally. Your membership in the Workery is not a real estate lease, and you are not a tenant. You represent to the Manager that you do not consider the Member Agreement a lease or yourself a tenant. In the event the law affords you any of the remedies or protections available to a tenant notwithstanding this Section, you waive those remedies and protections to the maximum extent permitted by applicable law. You are licensed to use the Workery premises on a fully revocable basis subject to these Terms and Conditions.
6. Confidentiality. Neither you nor the Manager makes any commitment of confidentiality to the other, or to the other members, as part of your membership, and you should limit your disclosure of information to the Manager and the other members accordingly. You are responsible for using care to hold your private and confidential conversations in a private location.
7. Rules. You must comply with the Workery Rules posted on The Workery’s website (the “Rules”). The Manager may modify the Rules by posting new Rules at any time. Rules modifications are effective as to you as of your first renewal term that follows the posting.
8. Warranty Disclaimer. The Manager makes no representations or warranties whatsoever regarding your membership, membership benefits, the Workery premises, network security, or any products or services that are provided to you in connection with your membership, and expressly disclaims any implied warranty of merchantability, suitability for a particular purpose and non-infringement. You accept your membership on an AS IS basis. You acknowledge that the network service may not be uninterrupted or fully secure. If the Manager is deemed by law to make a warranty notwithstanding this disclaimer, then the warranty is made for a period of thirty days from the date that it is deemed to have been made, and your sole and exclusive remedy for a breach of the warranty is a refund of membership fees paid.
9. Indemnification. You agree that if a third party asserts a legal claim against the Manager or an of its staff, owners or managers (the “Workery Personnel”) based on or related to your actual or alleged violation of the Rules, you will pay all reasonable costs of defending the claim, including reasonable attorney fees, and any damages awarded to the third party or paid to the third party by the Manager as a reasonable settlement. You agree that the Manager may control the defense of the claim at its option, or may require you to defend the claim directly. If the Manager elects to control the defense of the claim, you will reimburse the Manager for its reasonable defense costs and expenses as incurred.
10. Limitation of Liability.
In the event you have a legal claim against the Manager or its staff, owners or manager (the “Workery Personnel”), you agree that the maximum total amount of money you can recover from any or all of them cannot exceed the amount of fees you have paid during the twelve months prior to the date the claim arose, unless the legal claim is based on intentional misconduct or is for personal injury or death resulting from the Workery Personnel’s negligence, recklessness or intentional misconduct. In addition, you agree that in no event are you entitled to recover any lost revenue, lost profits, damages for lost data, or any indirect or consequential loss or damages or any kind.
You acknowledge that the Manager has set its fees and entered into the Member Agreement in reliance on the limitations of remedies and liability stated in these Terms, and that these limitations reflect an agreed allocation of risk between you and the Manager. The limitations stated in this Section shall apply to any liability arising from any cause of action whatsoever, whether in contract, tort, commercial code, strict liability or otherwise, even if a limited remedy fails of its essential purpose. If these limitations as written are not permitted by applicable law, they shall apply to the extent permitted by applicable law.
11. Notices. Notices under this Agreement must be given by electronic mail. Notices are deemed given, received and effective as of the time transmitted by electronic mail. The notice email address for the Manager is firstname.lastname@example.org. The notice email address for you is the email address for your primary contact as shown in the membership portal. Notices must be given in the English language. A party may change its address for notice by giving notice in the manner stated in this Section.
12. Other, Miscellaneous
12.1Assignment. Your membership is personal to you and you may not assign or transfer your membership.
12.2Workery Trademarks. You may not use The Workery name, logo, or other trademarks without the Manager’s prior written consent, and then subject to the Manager’s ongoing detailed supervision. Any permission to use the Workery marks is a limited term, fully revocable license. All goodwill generated by your use of The Workery marks inures to the benefit of the Manager.
12.3Relationship Between the Parties. We agree that we are independent contractors, and that neither of us is the agent of the other. There is not exclusivity commitment from either of us to the other. Neither of us is prohibited from entering into agreements with third parties, including competitors of the other party, for services of the type covered by the Member Agreement.
12.4Interpretation of Certain Words. The use of the words “partner” or “partnership” in this Agreement or otherwise refers only to a business relationship, and does not create or reflect any legal partnership, joint venture, or other fiduciary or other special relationship between the persons described as partners. The term “person” refers to any legal person, and may mean a natural person (individual), a legally created person (such as an entity, trustee, or executor), or an entity (such as a corporation, partnership, or limited liability company). The word “including” means “including, without limitation.” The words “will” and “shall” are words of obligation, not expressions of intent or expectation. All references to monetary amounts shall mean United States Dollars. The term “parties,” either in lower- or upper-case form, refers to the signatories to this Agreement. Unless otherwise defined, the words “business day,” “business hours,” or the like shall mean Monday – Friday, 9:00 a.m. – 5:00 p.m., United States Central Time, excluding federal public holidays in the United States. A reference to “day” shall mean a calendar day, unless expressly designated as a “business” day. Any requirement in this Agreement that a statement be written, in writing, or a like requirement is satisfied by an email or other digital form of writing unless expressly stated otherwise. Nouns stated in the singular shall imply the plural as indicated by the context, and pronouns that are gender specific shall be read to refer to either gender. The Section captions in this Agreement are for convenience only; they are not part of this Agreement and may not be used to interpret the terms of this Agreement.
12.5Force Majeure. A party is excused from performance under the Member Agreement to the extent it is reasonable prevented from performing due to events beyond its control, such as fire, flood or other natural disaster, or unanticipated change in the law.
12.6Severability. In the event one or more of the terms of the Member Agreement or these Terms and Conditions is adjudicated invalid, illegal, or unenforceable, the adjudicating body may either interpret this Agreement as if such terms had not been included, or may reform such terms to the limited extent necessary to make them valid, legal or enforceable, consistent with the economic and legal incentives underlying the Agreement.
12.7Waiver. No right or remedy arising in connection with this Agreement shall be waived by a course of dealing between the parties, or a party’s delay in exercising the right or remedy. A party may waive a right or remedy only by signing a written document that expressly identifies the right or remedy waived. Unless expressly stated in the waiver, a waiver of any right or remedy on one occasion will not be deemed a waiver of that right or remedy on any other occasion, or a waiver of any other right or remedy.
12.8Pre-Printed Terms on Business Forms. The pre-printed terms on the parties purchase orders or other business forms shall have to affect whatsoever.
12.9Counterparts, Signatures. This Agreement may be signed in multiple counterparts, which taken together shall be read as one Agreement. A signed agreement transmitted by facsimile, email attachment, or other electronic means shall be considered an original. The parties agree that electronic or digital signatures shall be given the same effect as a manual signature.
This Agreement is the complete and exclusive agreement between the parties regarding its subject matter and supersedes and replaces in its entirety any prior or contemporaneous agreement or understanding regarding the subject matter of this Agreement, written or oral.