Definitions
“Us” or “Nourish.co” means NOURISH COWORK LLC or its assignee.
“You” or “Member” means the individual and/or company listed on the Membership Application you are submitting through https://heynourish.co/ or https://nourishco.cobot.me/.
“Premises” means Nourish.co’s offices located at 7684 Wiles Road, Coral Springs, Florida.
“Fellow Member” means any company or individual which is a member of Nourish.co, but is not the Member.
“Membership Agreement” means this membership agreement consisting of these Terms and Conditions, the Membership Application, and the Community Rules.
“Membership Application” means the application you are submitting or have previously submitted at https://heynourish.co/ or https://nourishco.cobot.me/ to which these Terms and Conditions are attached, in which certain details of your membership and services are set forth.
“Member Portal” means your client portal at https://heynourish.co/ or https://nourishco.cobot.me/, presently hosted by https://www.cobot.me, where the member can book resources, where notices will be sent, and other information regarding your membership and services can be found.
“Client” means a client, patient, customer, employee, or person whom you have invited to meet with you on the Premises in connection with your business, services, or event.
“Guest” means any person other than a Client who, within the limitations provided by this Membership Agreement and the Community Rules, is authorized to access the Premises.
1. Acceptance of Terms. Nourish.co agrees to provide you the Services (defined below) subject to the terms of this Membership Agreement. Nourish.co reserves the right to modify and/or update the Membership Agreement and the Community Rules from time to time. If Nourish.co changes the Membership Agreement or the Community Rules, we will post the modification on our website and/or provide you with notice of the modification through your Member Portal. This Membership Agreement is subordinate to Nourish.co’s lease with its landlord.
2. Description of Services. Nourish.co may provide you with exclusive office space, non-exclusive office space, work stations, common space, kitchen with coffee, restrooms, internet service (wired and/or wireless), office equipment, conference space, knowledge resources, space for events and classes, and other services as Nourish.co may offer from time to time, pursuant to the terms set forth on your Membership Application (collectively, “Services”). The Services and the Membership Agreement are personal to you and may not be assigned to, transferred to, or shared with any other party.
3. Representations and Warranties. You hereby represent and warrant that you have all requisite legal power and authority to enter into the Membership Agreement.
4. Use of Services.
(a) You must only use the Premises for the business and / or services stated in your Agreement or subsequently agreed with us in writing. You must take good care of all parts of the Premises, its equipment, fittings and furnishings which you use. You must not alter any part of the Premises without our consent. You are liable for any damage caused by you or those in the Premises with your permission or at your invitation, and your Agreement Deposit, if any, may be used to pay for such damages.
(b) Nourish.co may provide you with an entry code to access the Premises. Any such entry codes provided to you remain Nourish.co’s property at all times. You shall not share the code with anyone, or allow anyone else to use it without Nourish.co’s consent. Any disclosure of the code must be reported to Nourish.co immediately and you must pay the costs associated with changing locks or codes, if required. Alarm codes may also be distributed to those with exclusive office spaces & those members booking spaces or resources on weekends and evenings, to which this subsection (b) shall apply. Nourish.co nevertheless reserves the right to change the alarm code at any time and to refuse to provide the alarm code to any Member for any reason.
(c) You will (and will cause your Clients, and Guests to) comply with all relevant laws and regulations in your use of the Services at all times. Without limiting the foregoing, you agree that when on the Premises or using the Services, you (including your Clients, and Guests) will not: defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; use any material or information in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party; create a false identity for the purpose of misleading others; obstruct any access to the Premises; create any circumstances of disrepair or damage any Nourish.co property or the Premises; bring any pets onto the Nourish.co Premises (unless permitted by law); disrupt, cause a nuisance to or interfere with any Fellow Members or Fellow Members’ access to the Services; or otherwise violate this Membership Agreement, including the Community Rules.
(d) Except as otherwise provided for Members with exclusive office spaces under Section 18 of this Agreement, Member utilizing the common areas are not permitted to invite guests or clients unless the Member has booked a resource to hold the meeting or gathering. Guests of Members may purchase a day pass (pending availability). Members that have booked a resource (e.g., the conference room, living room, light room, zen room, or energy room) are permitted to invite Clients or Guests. At no point shall the number of Clients or Guests exceed the posted capacity of the space reserved. The Member shall be responsible for ensuring that all Clients and Guests sign in in the manner determined by Nourish.co. Clients and Guests shall be accompanied by you at all times. If the Member and/or their Clients and Guests fail to vacate the reserved space at the specified time, or fails to leave the space in a clean and orderly state, as may be more specifically set forth in the Community Rules, Nourish.co reserves the right to automatically charge the payment method provided by the Member through the Member Portal for such additional time or cleaning fees, as applicable. Additional guidelines regarding Clients and Guests and resource reservations, including minimum and maximum occupancy requirements, may be set forth in the Member Portal or the Community Rules.
5. Payment Terms.
(a) Upon submitting a completed Membership Agreement, and Agreement Deposit (if required), you shall pay a prorated fee for remainder of the calendar month. Thereafter, you will pay the Member Fee set forth on your Online Application, monthly, in advance, on the first day of the month. You authorize Nourish.co, through its Member Portal platform, Cobot, or such other platform provider as Nourish.co may use from time to time, to charge the Member Fee for each billing period to the credit card, debit, or other payment system you have provided through your Member Portal. You agree that no prior notification will be provided unless the date or amount changes, in which case you will receive notice from us prior to the payment being collected. You are responsible for paying any fees of your financial institution associated with the pre-authorized payment.
(b) Any additional fees for room reservations or other separately charged matters shall be paid by the Member via the Member Portal as needed and as applicable, and shall be processed immediately.
(c) If required in your Membership Application, an Agreement Deposit shall be charged to the client to cover any damage to Nourish.co’s property beyond wear and tear and to cover any damages to Nourish.co caused by Member’s breach of the Membership Agreement. Damages may not be limited to the Agreement Deposit, and use of the Agreement Deposit for these purposes shall not prevent Nourish.co from seeking further relief for breach of this Agreement to the maximum extent allowed by law.
(d) Nourish.co reserves the right to terminate the Membership Agreement and cease all Services in the event of a late payment, including any payment which is late due to insufficient funds. In the event that Nourish.co does not exercise this right, you shall pay a late fee of 10% on all overdue balances and the Agreement Deposit (if any) shall be forfeited to the extent of the amount owed. Nourish.co’s waiver of its termination right for any late payment shall not be deemed a waiver of such right as to any future late payment. Nourish.co reserves the right to withhold the Services, including barring your entry to the Premises while there are any outstanding fees and/or interest. You agree to waive any and all rights of set off as to the Member Fee.
(e) Upon your breach of this Membership Agreement, in addition to any other rights which Nourish.co may have, any discounts which you have been granted will automatically terminate, and all monthly fees for the duration of the original Agreement shall be due to Nourish.co.
6. Nature of this Agreement. This Membership Agreement is intended by the parties to be analogous to an agreement for accommodation in a hotel. The whole of the Premises remains our property, and in our possession and control. We are giving you the right to share with us the use of the Premises so that we can provide the Services to you. Notwithstanding anything in this Membership Agreement to the contrary, you and we agree that our relationship is not that of landlord-tenant or lessor-lessee and this Membership Agreement in no way shall be construed as to grant you or any Fellow Member any title, easement, lien, possession or related rights in our business, the Premises or anything contained in or on the Premises. This Membership Agreement creates no tenancy interest, leasehold estate, or other real property interest. The parties hereto shall each be independent contractors in the performance of their obligations under this Membership Agreement, and this Membership Agreement shall not be deemed to create a fiduciary or agency relationship, or partnership or joint venture, for any purpose. Neither party will in any way misrepresent our relationship.
7. Nourish.co Required Disclosures. Nourish.co reserves the right at all times to disclose any information about you and/or your participation in and use of the Services as Nourish.co deems reasonably necessary to satisfy any applicable law, regulation, legal process or governmental request.
8. Confidentiality. You acknowledge and agree that during your participation in and use of the Services you may be exposed to nonpublic, confidential or proprietary information, including any information that you know or have reason to know should be treated as confidential (“Confidential Information”) about or proprietary to Nourish.co or Fellow Members; and that Nourish.co and Fellow Members may be exposed to or have access to your Confidential Information. All Confidential Information remains the sole and exclusive property of the respective disclosing party. You acknowledge and agree that nothing in the Membership Agreement or your participation in or use of the Services, will be construed as granting any rights to you, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of Nourish.co or any member or any user of the Services. Notwithstanding the foregoing, you hereby waive any and all claims against Nourish.co for any exposure or use of your Confidential Information.
9. Our Reserved Rights. Nourish.co may enter the Premises at any time for any purpose, including any exclusive office suites, for purposes including, but not limited to, pest control and cleaning. Nourish.co may suspend or discontinue any portion of the Services for any reason at any time, however, Nourish.co will attempt to notify its members verbally, through your Member Portal, or via other electronic communication, the in advance of such suspension or discontinuance, except in the case of routine maintenance or emergency. Nourish.co may modify or reduce the furnishings in the Premises at any time.
10. Waiver and Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOURISH.CO 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, AND/OR LACK OF NEGLIGENCE. THE ENTIRE RISK AS TO THE QUALITY, OR ARISING OUT OF PARTICIPATION IN OR THE USE OF, THE SERVICES AND THE PREMISES, REMAINS WITH YOU AND YOU HEREBY WAIVE ALL RIGHTS OF RECOVERY FOR ANY LOSS RELATED TO YOUR ACCESS TO, PARTICIPATION IN OR USE OF THE SERVICES, INCLUDING IN THE CASE SUCH LOSSES ARE THE RESULT OF NOURISH.CO’S NEGLIGENCE.
11. Exclusion of Incidental, Consequential and Certain Other Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NOURISH.CO OR ITS SUBSIDIARIES (WHETHER OR NOT WHOLLY-OWNED), AFFILIATES, DIVISIONS, AND THEIR PAST, PRESENT AND FUTURE OFFICERS, DIRECTORS, SHAREHOLDERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS (“NOURISH.CO AFFILIATES”), JOINTLY AND INDIVIDUALLY BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THE PARTICIPATION IN OR INABILITY TO PARTICIPATE IN OR USE THE SERVICES OR THE PREMISES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS MEMBERSHIP AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF NOURISH.CO, AND EVEN IF NOURISH.CO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. Limitation of Liability and Remedies. THE ENTIRETY OF YOUR RIGHTS UNDER THIS MEMBERSHIP AGREEMENT ARE ENFORCEABLE ONLY AGAINST NOURISH.CO, AND YOU HEREBY WAIVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL RIGHTS OF RECOVERY WHICH YOU MAY HAVE AGAINST ANY NOURISH.CO AFFILIATE. 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 NOURISH.CO OR NOURISH.CO AFFILIATES UNDER ANY PROVISION OF THIS MEMBERSHIP AGREEMENT AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO ACTUAL DAMAGES INCURRED BY YOU UP TO A MAXIMUM OF THE TOTAL FEES PAID BETWEEN THE DATE YOU STARTED USING THE SERVICES AND THE DATE ON WHICH THE CLAIM ARISES.
13. Termination.
(a) Nourish.co may immediately terminate this Membership Agreement: (i) upon breach of this Membership Agreement by the Member; (ii) upon termination, expiration or material loss of our rights in the Premises; (iii) if any outstanding fees are late; (iv) if you fail to comply with the these Terms and Conditions, the Community Rules, or any other policies or instructions provided by us; or (v) at any other time, when we, in our reasonable discretion, see fit to do so; should Nourish.co terminate membership the Member will have 72 hours to retrieve all of their office and personal items from the location. Any property left behind is forfeited and may be destroyed. You will remain liable after termination for past due amounts, and we may exercise our rights to collect due payment, despite termination or expiration of this Membership Agreement. If the Member is receiving mail at Nourish.co’s address, the Member shall be responsible for ensuring that all mail is forwarded to the Member’s new address. Nourish.co shall not be responsible for lost mail or for forwarding mail to the Member.
(b) The Member shall be required to give notice to Nourish.co prior to cancellation of Membership through the Member Portal within the time period set forth in the Membership Application.
14. Release and Indemnity. You release, and hereby agree to indemnify, defend and save harmless Nourish.co and Nourish.co Affiliates, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses (including, without limitation, reasonable attorneys’ and consultants’ fees and costs), judgments, fines and penalties based upon or arising out of your negligent actions, errors, omissions, willful misconduct and/or fraud in connection with the breach of this Membership Agreement by you or by your Clients’ or Guests’ participation in or use of the Services. You are responsible for the actions of and all damages caused by you, your Clients, Guests and any other persons that you invite to enter the Premises.
15. Insurance. Nourish.co carries general liability insurance. However, you are strongly encouraged to carry an insurance policy to cover your own general liability, equipment and personal property while using the Premises. You are further required to carry any insurance and licensing that may be required by law for your profession. You waive any right of subrogation and right of recovery or cause of action for any damage or theft, destruction, or loss of property, or any injury including death to the extent the same is insured against under any insurance policy which you may have.
16. Internet Policy.
(a) Nourish.co makes no representations whatsoever as to the security of the internet, wired or wireless telecommunications systems, or hosting services provided as part of the Services, or of any data or communications system or any information that you send through or place on it, and you have no expectation of privacy with respect to such systems. You are responsible to protect your own computers, devices and data, information, business and goodwill from damage or interference, including but not limited to viruses or malware.
(b) We are providing the connection on an “as is” and “as available” basis. To the extent permitted by law, the waivers set forth in sections 10, 11, and 12 hereof shall apply to the internet connection. Nourish.co is not responsible for any interruptions or performance issues with the connection or the underlying network(s), transmission equipment and systems, or for any loss of data, information, business, goodwill or otherwise as a result of such interruptions. Network speed will vary based on your device configuration, location, compression, network congestion and other factors.
(c) You agree not to, and are prohibited from, accessing or using (or attempting to access or use) the connection or taking any action online that violates any applicable law or that could harm us or any third party or interfere with the operation of the data network to others (“Prohibited Uses”). If Nourish.co suspects you have violated the Internet Policy, Nourish.co will investigate and may institute legal action, immediately deactivate Services and terminate your Membership without prior notice to you, and cooperate with law enforcement authorities in bringing legal proceedings against violators, and you agree to reasonably cooperate with Nourish.co in all such actions. You agree to indemnify Nourish.co for any damages to the Nourish.co infrastructure or business caused by your violation of the Internet Policy.
17. Privacy Policy and Media Release.
(a) We may collect, process and/or use personal data about you in a variety of ways, including personal data that may be provided by you upon execution of this Agreement or during your or the Members’ membership, and information that may be gathered from our security cameras located on the premises. We may collect, process, use, store and transfer personal data in accordance with applicable laws, for various purposes including facilitating the Services, perform accounting and administrative tasks, internal review and audit, compliance with obligations under applicable laws and regulations, to enforce or manage legal claims and otherwise in accordance with the Internet Policy. For the purposes stated above, we may transfer the personal data collected by us and make it available to our personnel, advisors, professionals, subcontractors, independent consultants, external third party services providers and our affiliates. The Member shall be responsible for ensuring compliance with any applicable HIPPAA protections with respect to the Member’s Clients.
(b) The Member grants permission to Nourish.co to use photographs, videos recordings, and audio recordings (“recordings”) of the Member in Nourish.co advertisements, social media posts, videos, and other publications. The Member consents to the use of their recordings by any third party for the purposes of publicity and promotion of Nourish.co. Nourish.co shall have final editorial authority over the use of the Recordings, and you waive any right to inspect or approve of any future use of the Recordings. The Member releases Nourish.co from liability for any violation of any personal or proprietary rights the Member may have in connection with any sale, reproduction, or use of their Recordings.
18. Exclusive Office Spaces. The following provisions shall apply only to Members who have been assigned an exclusive office space:
(a) You shall be entitled to exclusive use of the office space(s) assigned to you in the Membership Application or separate agreement with us. Nourish.co may provide you with separate keys for access to your exclusive office space(s). Any such keys provided to you remain Nourish.co’s property at all times. You must not make any copies of them, share the keys with anyone, or allow anyone else to use them without Nourish.co’s consent. Any loss must be reported to Nourish.co immediately and you must pay the cost of replacement keys and / or changing locks, if required.
(b) Notwithstanding anything herein to the contrary, unless otherwise agreed to in writing, or in the Membership Application, Member shall be required to give a minimum of 60 days’ written notice to Nourish.co prior to cancellation of Membership.
(c) You shall be entitled to host up to three (3) Clients or Guests (per assigned office space) at any time. You shall also be entitled to decorate your office(s) as you see fit, including a name plate or Company Logo on your office door. You shall not be entitled to make any additions or decorations to other common spaces, which remain the sole property of Nourish.co.
(d) You may add or remove office furnishings in your exclusive office space(s) with the prior written consent of Nourish.co. Any deliveries of furniture must be approved by Nourish.co in advance.
(e) Should the Member not fulfill their obligations per this Agreement, the Agreement Deposit shall be forfeited. The Agreement Deposit is not a Member Fee and shall not be applied to monthly Membership Fees for any monthly fees associated with this Agreement.
19. Miscellaneous.
(a) Entire Agreement. The Membership Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained herein and therein, and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties pertaining to such subject matter.
(b) Severability. In the event that any provision or portion of the Membership Agreement is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of the Membership Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.
(c) Waivers. No waiver of any provision of this Membership Agreement shall be binding on Nourish.co unless executed in writing by an authorized representative of Nourish.co.
(d) Successors and Assigns. The Membership Agreement shall be binding on your heirs, legal representatives, successors and assigns.
(e) Notice. All notices, requests, demands or other communications for which the Membership Agreement provides shall be in writing and shall be addressed at the following addresses: (1) if to Nourish.co: 7684 Wiles Road, Coral Springs, FL 33067 (2) If to you: through your Member Portal or at the email address or physical address you provided in the Membership Agreement, at Nourish.co’s discretion. All notices under the Membership Agreement 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; (c) upon delivery, if sent by commercial express service, such as Federal Express; or (d) if sent via Member Portal or email, such notice will be deemed to have been delivered and received upon sending via any nationally recognized and trusted SMTP delivery service or upon posting to the Member Portal.
(f) Attorneys’ Fees. If Nourish.co shall bring any action for any relief against you arising out of the Membership Agreement, the non-prevailing party shall pay to the prevailing party a reasonable sum for attorneys’ and consultants’ 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.
(g) Survival. Sections 5, 10, 11, 12, 13, 14, 15, 17, and all other provisions of this Agreement reasonably expected to survive the termination or expiration of this Agreement will do so.
(h) Governing Law. The rights and obligations hereunder shall be governed by, and the Membership Agreement shall be construed and enforced in accordance with, the laws of the State of Florida.
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