Terms and conditions

General Terms and Conditions

MERCHANT WORKSPACE MEMBERSHIP AGREEMENT

ACCEPTANCE OF AGREEMENT

The Services Merchant Workspace provides to you, the undersigned Member, including but not limited to building access, use of office space, access to Internet, and the other Services listed below, are subject to the following Membership Agreement (the Agreement). The most recent Agreement will be posted online and made available upon request. Members will abide by the Agreement, as well as other terms determined by Merchant staff, which may be communicated verbally, by email or written notice. Merchant Workspace reserves the right to add, delete or amend the Agreement at our reasonable discretion without notice to Member. Members continued use (membership) of Merchant Workspace facilities and services following any changes to the Agreement constitutes your acceptance of such new term(s).

KEY DEFINED TERMS

  • Merchant Workspace refers to Merchant Collective LLC, its ownership and affiliates
  • Member refers to the undersigned member of Merchant Workspace.
  • Member Organization refers to any business entities associated with Member
  • Services refer to the services and amenities provided by Merchant Workspace
  • Guest are all non-members who are invited into Merchant Workspace.

NO UNLAWFUL OR PROHIBITED USE

As a condition of Membership in Merchant Workspace and use of the Services, Member will not use the Services for any purpose that is unlawful or prohibited in this Agreement. Member may not use the Services in any manner that could damage, disable, overburden, or impair any Merchant Workspace server, or the network(s) connected to any Merchant Workspace server, or interfere with any other party's use and enjoyment of any Services. Member may not attempt to gain unauthorized access to any Services, or accounts, computer systems or networks connected to any Merchant Workspace server or to any of the Services, through hacking, password mining or any other means. Member may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services.

ACCEPTABLE USE POLICIES

The undersigned Member agrees to abide by the following as well as enforce the following with any guests of member.

  1. Do not 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.
  2. Do not upload, or otherwise make available, files that contain images, photographs, software or othe rmaterial protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless Member owns or controls the rights thereto or have received all necessary consent to do the same;
  3. Do not 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.
  4. Member will not download any file(s) that cannot be legally reproduced, displayed, performed ,and/or distributed in such manner;
  5. Do not restrict or inhibit any other user from using and enjoying the Services.
  6. Do not violate any guidelines which may be applicable for any particular Service.
  7. Will not harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party.
  8. Will not violate any applicable laws or regulations.
  9. Will not create a false identity for the purpose of misleading others.
  10. Will not allow any guest(s) or such Members to enter the building without registering such guest(s) according to our policies.
  11. Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming, any duplicative or unsolicited message (commercial or otherwise);
  12. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
  13. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through Merchant Workspace servers;
  14. Perform any activity that is reasonably likely to be disruptive or dangerous to other members, their guests ,or their property
  15. Use the Services to conduct or pursue any illegal activities
  16. Use the Services to conduct any activity that is generally regarded as offensive
  17. Attach or affix any items to the walls, install antennas, or telecommunication lines or devices in the office space or bring additional furniture into the office space, in each case without our prior written consent;
  18. Misrepresent himself or herself to the Merchant Workspace community, either in person or online
  19. Take or copy information belonging to other members or their guests
  20. Use the name "Merchant Workspace"; or use pictures or illustrations of the Premises in any advertising, publicityor other purpose, without our prior written consent;
  21. Use the office space in a "retail", "medical"; or other nature involving frequent visits by members of the public;

SERVICES

Subject to the terms of this Agreement, Merchant Workspace will provide each Member services including but not limited to those described below. These services are referred to in this Agreement as the " Services."

  1. Building Use. Access to the shared or private office space specified in the Membership Details form. All memberships include use of the kitchen, meeting rooms and coworking space.
    1. Upon completion of the membership Agreement, member will receive a key fob, which will allow access to Merchant Workspace 24/7.
    2. A Merchant Workspace staff person may be onsite from 9:00am-5:00pm on weekdays
    3. Access to the shared or private office space specified in the selected plan
  2. Merchant Workspace Furnishings. Merchant Workspace provides Members use of furnishing in all areas.
    1. Merchant Workspace Furnishing provided are the sole property of Merchant Workspace.
    2. Merchant Workspace Furnishings may never be removed from Merchant Workspace.
    3. Merchant Workspace Furnishings may only be moved upon approval of Merchant Workspace staff.
    4. Any damage to Merchant Workspace Furnishings by Member are the sole responsibility of the Member. Member maybe liable for the full replacement cost of any items damaged by member.
    5. Any damage to Merchant Workspace Furnishings by Guests are the sole responsibility of the Member
    6. Merchant Workspace does not guarantee Merchant Workspace Furnishings for any particular purpose o rusage.
  3. Member Furnishing and Belongings. Members are encouraged to bring furnishings and belongings if they reserve a dedicated desk, cube or privat eoffice.
    1. Member Furnishing and Belongings must be left within reserved space only.
    2. Merchant Workspace is not responsible in any way for Member Furnishings or Belongings.
    3. Members should safeguard their Furnishings and Belongings.
  4. Shared Conference/Meeting Rooms : Subject to availability, members are entitled use of all conference rooms.
    1. Meeting rooms can be reserved via the Merchant Workspace Member Portal or the mobile app.
  5. Shared Space: The Merchant Workspace central area is a shared space.
    1. Shared space and common areas can be used by all members.
    2. Shared space is the primary work area of Hot Desk members.
    3. Shared spaces are to be use by our members and guests on a temporary basis, meaning reserving desks or work areas is not permitted, personal and work items should not be left overnight, and all work areas used by members should be cleaned and items removed when finished working.
  6. Events in the Shared Space : From time to time, Merchant Workspace will have scheduled events in the Shared Space.
    1. The events will almost always be at night.
    2. Members are invited to all events.
    3. All events will be advertised in advance in the events calendar.
    4. If not attending the events, feel free to sit in the kitchen or any of the other spaces that Merchant Workspace will open up during the event time.
    5. Merchant Workspace will reconfigure the main area during events by removing the tables and adding more chairs.
  7. Private Office : Some membership Agreements will contain occupancy of private spaces including private offices.
    1. Member acknowledges that office space has a limited capacity. Whether or not additional members are included in Members account, no more than that capacity is permitted to work in Members space at any given time. Office space capacity is listed on the Membership Details form.
  8. Guests. Merchant Workspace allows Guests (Visitors) for all members.
    1. Members must register all guests via the Merchant Workspace Member Portal or the mobile app.
  9. Facility Maintenance. Regular maintenance of the office space will be provided by Merchant Workspace.
    1. Merchant Workspace will be professionally cleaned regularly and as needed.
    2. Garbage and recycling will be emptied 3x/week.
    3. Merchant Workspace will provide heat and air-conditioning in the office space during regular business hours onregular business days.
    4. Any maintenance resulting from damage, misuse or mistreatment by a Member will be billed to that Member in their next monthly membership bill at up to the actual cost +5%.
  10. Facility Security. Merchant Workspace provides all monthly Members with 24/7 card key access.

    1. All exterior doors are to remain closed at all times until expressly open by Merchant Workspace staff.
    2. Members with Private Offices will access their office using a dedicated key.
    3. Merchant Workspace is equipped with security cameras throughout the space and for security reasons, Merchant Workspace may regularly record via video certain areas in the Premises;.
    4. Members should safeguard Merchant Workspace property.
    5. Members will be liable for replacement fees should any such property be lost, stolen or destroyed.

Keys and Card Keys:

1. All keys and card keys are the property of Merchant Workspace and should never be duplicated for any reason.
2. Member may not lend, share or transfer any keys or Card Keys to any third party.
3. A lost card fee of $20 will be charged for any lost cardkey.
  1. Network, Internet and IT Infrastructure. Members are entitled to access and use of the Merchant Workspace business- networking site, and unlimited access to and use of the shared Internetconnection.
    1. The Wired and Wireless networks are shared infrastructure. Network abuse may result in reductionin Member bandwidth. Repeated abuse may result in termination ofMembership.
    2. Each Member is responsible for completing and updating their Member profile on the Merchant Workspace Member portalsite.
    3. Merchant Workspace may provide Members with other IT amenities as they become available including but not limited to free storage andbackup.
    4. Merchant WorkspacedoesNOTmakeanywarrantiesorguaranteesaboutsecurityandit'sthecustomer'sresponsibility to secure their own personal machine with intrusion detection/prevention software (firewall) and antimalwareclients.
  2. Printers /copiers/scanner: Membership includes free use of the color laser printer and scanner.
    1. Printouts and copies in excess of the amount specified are subject to overagefees.
  3. Member Portal. Merchant Workspace will provide a Member portal with valuable Member only offers, the Member only event calendar, conference room calendar, Membership billing and billing history and other Member onlyperks.
    1. Opportunity to participate in Member-only events, benefits andpromotions.
    2. Discounts on Merchant Workspace event space. See event agreement fordetails.
    3. Access to Merchant Workspace Membership program benefits. See site fordetails.
  4. Staff on site : Merchant Workspace staff may be available on-site during regular businesshours/days.
    1. "Regularbusinesshours"aregenerallyfrom 9:00a.m.to5:00p.m.withtheexceptionofdays prior to U.S. federal holidays, when our regular business hours end at approximately 2:00 p.m.
    2. Merchant Workspace Staff may not always be available during "regular businesshours".

MEMBERSHIP

  1. Types of Membership: Merchant Workspace Plans can come in many forms from shared workspaces to dedicated private offices. All current Merchant Workspace Memberships are defined athttps://merchantworkspace.com.
  2. Primary Member. A Primary Member has the sole authority to make changes to or terminate this Agreement. An executive officer of the company has authority to override the request of a Primary Member, provided that Merchant Workspace receive such request within 24 hours following such Primary Member's request. Executive officer of the company has the authority to remove or replace the current Primary Member. In certain circumstances, the individual designated as the Primary Member may cease to provide services to the company or cease usingthe office space regularly. Unless Merchant Workspace receives instructions from an executive officer of the company, Merchant Workspace will use our reasonable judgment in designating a replacement Primary Member. Merchant Workspace will be entitled to rely on communications to or from such person as notice from or to the company. Merchant Workspace is entitled to request reasonable information to confirm that an individual claiming to be an executive officer of the company truly is one.
  3. Membership Payment and Authorization. Member authorizes Merchant Workspace to accept payment of all amountsspecified in this Agreement solely by credit card or direct withdrawal from Primary Member bank account. If Member pays via credit card, inform Merchant Workspace promptly of any changes to such credit card and ensure credit card information is updated prior to its expiration date. Changes to payment method will not be accepted in the last fifteen (10) days of the calendar month. If Member pays via direct withdrawal, deliver to Merchant Workspace a voided check from this account, maintain sufficient money on account to pay fees described in this Agreement and to inform Merchant Workspace promptly of any changes to this account. Changing your payment method may result in a change in the amount required under this Agreement to be held as a security deposit. Only a single checking or savings account or credit card account may be used at any given time to make payments under this Agreement. If payment via credit card fails on two occasions, Merchant Workspace may require you to make payments via direct withdrawal.
  4. Payment Contact and Account Changes : Member shall promptly notify Merchant Workspace of any change to Primary Member contact and paymentinformation
  5. Commitment Fees. Upon submitting a signed and completed Agreement, Member may be obligated to pay a nonrefundable commitment fees to hold certain Memberships prior to their start day, each in the amount indicated on the Membership Details form. Without commitment fees, spaces assigned to Memberships with future start dates cannot be guaranteed. Your commitment fee is your guarantee to hold a space.
  6. Security Deposits. No Security Deposits are currently required for new Members.
  7. Membership Charges: During the term of this Agreement, Merchant Workspace will process payment for your Membership fee and other outstanding fees, in advance. The Membership fee covers Memberships for only the number of Members indicated. Additional Memberships will result in an increased Membership fee.

Billing Schedule:

1. All Membership invoices will be generated on or about the 1st of the month for the next month's services and delivered to the Primary Member via e-mail. Member should review all chargesupon receipt.
2. **Merchant Workspace** via Stripe, Inc. will charge or debit Member's accounts for all charges due for the next month and any overages from the previousmonth.
3. All payments must be received in full no later than 5 days prior to the last day of themonth.
4. Accounts are considered past due if payment has not been received by end of day on the20th.
  1. Past Due Payments/Late Payment – Assigned Spaces: Should payment not be received in full after processing on the 20th, Merchant Workspace reserves the right to release to other Members any spaces that have been allocated at the time of current membershipexpiration.
  2. Late Fees. If payment for monthly Membership fee(s) or any other accrued and outstanding fee(s) is not made by the 1st of the month, you will be assessed a late fee of$25.
  3. Insufficient Funds Fees. Should Members payment be returned for insufficient funds or invalid creditcard information, a charge will be added to the current bill and the total amount due for the current month will be increased by$35.
  4. Outstanding Fees. Merchant Workspace may withhold services or terminate this Agreement if any outstanding fees are due beyond the 1st (first) of every month including but not limited to building and network access. When Merchant Workspace receives funds from you, Merchant Workspace will first apply funds to any balances which are in arrears and to the earliest month due first. Once past balances are satisfied, any remaining portion of funds received will be applied to current feesdue.
  5. Changes to Fees. Membership fees may be subject to increases during the term of this Agreement. Merchant Workspace will do it's best to limit Membership Fee changes to once a year. Other service fees are subject to increase from time to time. Merchant Workspace will notify Members at least thirty (30) days prior to feeincreases.
  6. Refunds : Merchant Workspace memberships and commitments fees are not refundable once payment is processed. Refunds may be issued for security and pet deposits when there are no services or maintenance that would apply tothe deposit and no additional outstanding fees. Refunds may also be issued when billing errorsoccur.
  7. Updating the Member List. You are responsible for maintaining the accuracy of the names of the Members on the Member List included on the Membership Details. If you have any changes to the individuals designated as Members, before such changes take effect, the primary Member must email Merchant Workspace to the email address specified at the bottom of the cover page to this Agreement. In this email, the primary Member must include the name(s) and email address(es) of the departing and new Member(s) and the effective date of this change. Only those individuals set forth on the Member List will be deemed to be "Members" and entitled to the benefits described in this Agreement. If the number of Members exceeds the number allocated on the Membership Details form, you will be required to pay the additional fee described on the Member List. Merchant Workspace reserves the right to limit the number of additional Members in connection with this MembershipAgreement.
  8. Notice of changes. Merchant Workspace will provide notice to Members of any changes to services, fees, or other updatesto the email addresses provided. It is your responsibility to read such emails and keep your e-mail address updated withMerchant Workspace.

MEMBERSHIP TERM AND TERMINATION

  1. Term. This Agreement will be effective once signed by Member. Member will be entitled to the Services and benefits of Merchant Workspace once payment is made by Member of all deposit and Membership fees. Each Membership will begin on the later of the Start Date specified in the Membership Details Form and the date you request the addition of such individual to the Member List. Each Membership will terminate upon the earlier of the termination of the Agreement, your removal of a Member from the Member List or our notification to you that a Member violated these Terms and Conditions. If the Start Date is a Business Day, the Members will be entitled to move into the office space on the Start Date. If the Start Date is not a Business Day, the Members will be entitled to move into the office space on the first Business Day after the Start Date no earlier than 11a.m.
  2. Cancellation Prior to Start Date By You. You may cancel this Agreement prior to the Start Date upon delivery of notice to Merchant Workspace and may be entitled to a full or partial refund of the commitment fee upon the following terms: (i) if notice of termination is received by Merchant Workspace more than twenty one (21) days prior to the Start Date, you will be refunded all fees paid by you and received by Merchant Workspace; and (ii) if notice of termination is received by Merchant Workspace less than twenty one (21) days from the Start Date, you will be refunded fifty percent (50%) of the commitmentfee.
  3. Office Space Not Timely Available. If Merchant Workspace are unable to make the office space available by the Start Date, Merchant Workspace will not be subject to any liability therefore, nor will such failure affect the validity of this Agreement. In this event, you will not be obligated to make payments of the Membership fee until the office space is made available to you. If the office space is not made available to you within fifteen (15) days of the Start Date, you may terminate this Agreement by providing Merchant Workspace with notice of such termination at any time before the office space is made available to you. If you elect to terminate Membership under this provision, Merchant Workspace will refund toyou all fees paid by you and received byMerchant Workspace.
  4. Termination After the Start Date by You. You may terminate this Agreement by delivering to Merchant Workspace an exit form executed by the Primary Member at least thirty (30) days prior to the termination. You expressly agree that you may specify only the last business day of the calendar month as the termination date and you will not be entitled to pro ration with respect to such last month's Membership fee. For example, if you deliver a 30-day termination notice on March 15, the termination will not be effective until April 30. This paragraph also applies to changes of office space within the Premises initiated by you. On such last business day, you must vacatethe office space no later than 5:00p.m.
  5. Termination After the Start Date by Merchant Workspace. Merchant Workspace may immediately terminate this Agreement: upon breach of this Agreement by you or any Member; upon termination of our rights in the Premises; or at any other time, when Merchant Workspace, in our reasonable discretion, see fit to do so. You will remain liable for past due amounts and Merchant Workspace may exercise our rights to collect due payment despite termination of thisAgreement.
  6. Early Termination Fee : For Members who have negotiated terms based on agreements longer that a single month, Merchant Workspace reserves the right to charge Member an Early Termination Fee up to one month's full Membership fee. Members who inform Merchant Workspace of the termination of their agreement at least 30 days in advance may not be subject to an Early TerminationFee.
  7. Removal of Property upon Termination. Prior to the termination of this Agreement, you will remove all of your, the Members', and their guests' property from Merchant Workspace. After providing you with reasonable notice, Merchant Workspace will be entitled to dispose of any property remaining in or on the office space after the termination of this Agreement without any obligation to store such property, and you waive any claims or demands regarding such propertyor our handling of such property. You will be responsible to pay any fees reasonably incurred by Merchant Workspace regarding such removal. Following the termination of this Agreement, Merchant Workspace will not forward or hold mail or other packages delivered toMerchant Workspace.

OTHER MEMBER/MEMBER DISPUTES

  1. Merchant Workspace does not control and is not responsible for the actions of other Members. If a dispute arises between Members or their invitees or guests, Merchant Workspace shall have no responsibility or obligation to participate, mediate or indemnify any party. Merchant Workspace does reserve the right to terminate Membership immediately, without refund, if any Membership dispute becomesdisruptive.
  2. Harassment of any kind will not betolerated.

TECHNOLOGY RELEASE

In order to utilize all the Services offered by Merchant Workspace, it may be necessary to install or run software on a Member's computer. In addition, from time to time, at a Member's request, Merchant Workspace or an affiliate may troubleshoot problems a Member may has accessing certain Services such as Printing, Wi-Fi and Storage. Regarding the foregoing, you agree that Merchant Workspace and our affiliates are not responsible for any damage to any Member's computer system related to such technical support or downloading and installation of any software. Merchant Workspace does not assume any liability or warranty in the event that any manufacturer warranties are voided and do not offer any verbal or written warranty, either expressed or implied, regarding the success of any technical support.

INSURANCE

You are responsible to maintain, at your own expense, personal property insurance and commercial general liability insurance covering property loss and damage, injury to the Members and the Members' guests and prevention of or denial of use of or access to, all or part of the Premises in form and amount appropriate to your business. Merchant Workspace must be named as additional insureds on any such policies of insurance. You shall provide proof of insurance upon our request.

ADDITIONAL FEE SCHEDULE

  • Lost Card Key: $20
  • Insufficient Funds Fee:$35
  • Membership Payment late Fee:$25
  • Cleaning, Damages and Repairs: Actual Cost +5%