MEMBERSHIP LICENSE AGREEMENT
The Impact Hub Minneapolis-St. Paul community is based on mutual trust, collaboration, and respect. A community, however, can only work with a clear understanding of the mutual relationship, each party’s rights, and a set of behavioral guidelines. As a Member, you agree to the following terms and conditions and we welcome your feedback on this agreement.
This Membership License Agreement (“Agreement”) is made between you and the Minnesota Social Impact Center DBA Impact Hub MSP (“Hub MSP”)
Memberships. Hub MSP agrees to provide Members with nonexclusive access to coworking areas and related amenities in designated areas based on various levels of access, pricing and benefits (“Memberships”) as specified on the Hub MSP website.
Account. Hub MSP will provide Members with access to Hub MSP’s Member Portal through personal login credentials, for the purpose of managing its Membership. The Member Portal is used for member enrollment, billing, payment, room reservation/rental, and for other member service administration.
Use of Common Areas. Members shall have non-exclusive access to Common Areas as defined in the Terms and Conditions. Certain locations within the Common Areas are generally available on a “first-come, first-served” basis, while others may require the Member to schedule access or pay a usage fee.
Shared Use. Hub MSP offers event services, expositions, meetings, conferences and other gatherings to both Members and non-Members. Member acknowledges and agrees that certain parts of the Common Areas might be assigned for such uses either temporarily or on an ongoing basis, which may condition or preempt Member’s access to such areas at such times.
Guests. Members may invite non-Members as guests (“Guests”) to the Common Areas. Members shall be responsible for all actions of their Guests while on or about the Premises and for the Guests’ adherence to Hub MSP’s guest policy as detailed in the Terms and Conditions. Guests have access to designated spaces while in a meeting with Members. Outside of set meeting times Guest access to the facility is limited to 2-hour.
Additional Services at Member Rates. Hub MSP may offer rental of conference rooms, event space rental, storage rental, furniture rental, mailboxes and mail service, additional keycards and other services at an additional cost. Members may benefit from reduced rates for these services when applicable, as displayed on the Impact Hub MSP website and the Member Portal. Use of spaces that have a rental or other fee associated with them while not currently paid for, including but not limited to training, boardroom, conference room, and dedicated desks, is prohibited regardless of occupancy.
Terms & Conditions and Hub MSP Policies. By accepting this agreement, Member agrees to Hub MSP’s Terms and Conditions and to abide by any Hub MSP policies, each of which may be modified from time to time and are available on the Hub MSP website. Whenever these documents are modified, Hub MSP will revise the month, day, and year displayed in the respective documents to reflect the effective date of the update.
TERMS & CONDITIONS
Last updated on February 21, 2020. Whenever these Terms and Conditions (“Terms and Conditions” or “Terms”) are modified we will signify that changes have been made by updating the date displayed in this statement. This document is always available on the Hub MSP website.
Definitions.
a) ’Impact Hub MSP’ refers to Minnesota Social Impact Center DBA Impact Hub MSP.
b) ‘Member’ refers to any individual that has entered into a Membership License Agreement with Hub MSP, whether through signing up via Hub MSP’s Member Portal or by signing the Membership Application for employees of an organization entering into a sublease agreement.
c) ‘Guest’ refers to any non-Member, whether client, co-worker, customer, contractor, or otherwise, that is invited to Hub MSP by a Member. Employees or other designees granted access as part of the Membership License Agreement are not considered Guests.
d) ‘Premises’ refers to the buildings located on 825 Washington Ave SE, Suite 200, Minneapolis, MN 55414 in its entirety, not limited to Common Areas.
e) ‘Common Areas’ refer to such areas of the Premises as Impact Hub MSP may from time to time designate for common use of its Members, which shall include shared workspace, conference rooms, kitchens, event areas, phone booths, entrance lobby, corridors, elevators, stairways, bike storage, and other areas.
f) ‘Amenities’ refers to all other services, benefits, or products as may be offered to Members by Impact Hub MSP as part of their Membership, such as office furniture and equipment, coffee, tea, internet access, discounts at local vendors and services. Amenities are subject to change from time to time and without notice at the sole discretion of Impact Hub MSP.
g) ‘Account’ and ‘Member Portal’ refer to the online member management system used by Hub MSP to manage individual membership status and payments.
h) ‘Impact Hub’ or ‘Impact Hub Global’ or ‘Impact Hub Network’ refer to the global Impact Hub network, i.e. Impact Hub GmbH, Lindengasse 56 / 18-19, 1070 Vienna, Austria.
Membership Benefits. Hub MSP offers various Memberships with various levels of access to the Common Areas and Amenities and respective pricing, as specified on the impacthubMSP.com website.
Guest Policy. Members may invite Guests to Hub MSP and Guests may use the Common Areas and related Amenities for up to a 2-hour period outside of a scheduled meeting and within regular (8:00am – 5:00pm) business hours. After that, Guests will be required to purchase a day-pass. Member will be solely responsible for all actions of their Guests on or about the Premises and will ensure Guests’ compliance with Impact Hub MSP’s policy as outlined in these Terms and Conditions and all applicable laws and regulations. Guests are expected to be continuously accompanied by the Member inviting them. Exceptions to this policy as with other policies are made on a case-by-case basis and at the discretion of Impact Hub MSP Executive Director.
Pricing. Membership costs will be displayed on the Impact Hub MSP website. Impact Hub MSP, in its sole discretion and at any time, may modify the Membership pricing.
Billing. Payments for Memberships are due in advance, on the same day each month based on their initial date of payment. Members will be billed monthly until the Membership is terminated. A valid U.S. credit or debit card is required for Memberships, with accurate and complete billing information including full name, address, state, zip code, telephone number, and valid payment method information. Payments are non-refundable and are non-transferable. Payments are automatically deducted on the payment due date. By submitting such payment information, Members automatically authorize Hub MSP to charge all fees incurred through an account to any such payment instruments. If a payment is not received on the due date, Hub MSP may, without limiting its other rights and remedies, cancel or suspend the Membership.
Membership Modification and Termination. Subject to the terms and conditions of this paragraph 6 and any other written agreement between you and Impact Hub MSP, including proper advanced notice where required, Members may terminate their Membership or modify their Membership to a different Membership type. Terminations and modifications by Members require written notice to Impact Hub MSP prior to the first day of the billing period for which they are to take effect. General Coworking Members terminating or modifying a Membership may do so through the Member Portal which will be considered a written notice. Retroactive changes are not allowed; late notices of termination or modification will defer the request until the next following billing period. A written notice to Impact Hub MSP may be sent to host.msp@impacthub.net.
Term of Membership. General Coworking Membership is month to month whereas dedicated desks and private offices have specific terms. Dedicated desk and private office Members who fail to provide proper notification of termination of Membership based on their license agreement will incur a penalty. Notwithstanding anything to the contrary, Impact Hub MSP may terminate a Membership with advanced notice to Member prior to and effective as of the first day of any billing period, or at any time immediately and without notice, for any material violation of the Membership License Agreement or Terms and Conditions in which case Impact Hub MSP will refund any amounts paid for unused periods that remain after deducting any pending charges or other amounts owed, on a prorated basis.
Use of Common Areas. Impact Hub MSP shall provide Members with nonexclusive access to the Common Areas, subject to the Membership Licensing Agreement, Terms and Conditions and the level of Membership purchased by the Member. Member shall restrict its use of the Premises to the Common Areas absent a written agreement with Impact Hub MSP providing otherwise. Member shall be provided with access (keycard(s) and/or key(s)) to access the Premises if included in the specific Membership. Keys and keycards are strictly personal and are not to be shared with others. A fee of $25 applies for (replacement) keys and keyfobs.
Accounts. Members shall have access to a personal Member Portal account. When creating an account with Impact Hub MSP, Member warrants that such Member is above the age of 18, and that the information provided by Member is accurate, complete, and will be kept current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of the Membership. Members are responsible for maintaining the confidentiality of their account and password, and agree to accept responsibility for any and all activities or actions that occur under Member’s account and/or password. Member must notify Hub MSP immediately upon becoming aware of any breach of security or unauthorized use of your account.
Network Access. Impact Hub MSP provides shared internet through wired wall ports and wireless access and will make all reasonable effort to ensure Member’s network access. Impact Hub MSP does not guarantee internet connectivity or bandwidth. Planned outages and maintenance windows will occur after regular business hours and with 24 hours’ notice when at all possible. Under no circumstance does Impact Hub MSP guarantee the upkeep of personal wireless equipment. Use of internet is intended for legal nature only. Member agrees to assume all legal liability for activity traversing their data connection adhering to local, state and federal laws. Use of internet access is expected to be typical for day to day operations of a business, which is to be determined at Impact Hub MSP’s sole discretion.
Rules of Conduct. Members and their Guests are required to comply with the following rules of conduct to ensure a safe environment and shall not:
a) maintain or store any inventory of goods on the Premises.
b) conduct illegal activities on or about the Premises or use the Premises for illegal purposes.
c) tamper with, borrow, or remove property kept in another Member’s area without their express permission.
d) cause or permit any hazardous substance to be used, stored, generated, released or disposed of on the Premises. “Hazardous” shall be determined in sole discretion of Hub MSP.
e) act in a manner that, in Impact Hub MSP’s sole discretion, does or is likely to adversely affect the peaceful operation and enjoyment of the Premises of Impact Hub MSP, including without limitation creating any unreasonable disturbance to occupants of the Impact Hub MSP Premises or Impact Hub employees, Member Guests, Visitors, or others.
Cameras on premises. Impact Hub MSP reserves the right to install security cameras for specific business reasons, such as security, theft protection or protection of proprietary information.
Publicity Media Release. Member grants permission for Impact Hub MSP to record, edit, transcribe, use, duplicate, modify, distribute, and/or publicly exhibit Member’s presentation or appearance, and use of Member’s name, likeness, voice, and biographical information in any and all media now existing or hereafter developed, throughout the world, in perpetuity, without restriction or limitation. Member waives any right to notice, inspection, or approval of any use of the photographs/audio/video which the Impact Hub MSP may make or authorize, and Member releases and holds harmless, the Member, and its successors, licensees and assigns, for any claim or liability arising from or in connection with Impact Hub MSP’s use of the photographs/audio/video or any alteration, processing a or use thereof in composite form, whether intentional or otherwise.
DISCLAIMER OF WARRANTEES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Impact Hub MSP PROVIDES THE MEMBERSHIP AND AMENITIES “AS IS” AND WITH ALL FAULTS, AND HEREBY DISCLAIMS WITH RESPECT TO THE MEMBERSHIP AND AMENITIES ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED 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.. THE ENTIRE RISK AS TO THE QUALITY, OR ARISING OUT OF PARTICIPATION IN OR THE USE OF THE MEMBERSHIP AND AMENITIES REMAINS WITH THE MEMBER.
EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HUB MSP OR ITS SUBSIDIARIES, AFFILIATES, AND THEIR PAST, PRESENT AND FUTURE OFFICERS, DIRECTORS, AGENTS, SHAREHOLDERS, MEMBERS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS AND ASSIGNS, JOINTLY AND 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 WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO MEMBER’S PARTICIPATION IN OR INABILITY TO PARTICIPATE IN OR USE OF THE MEMBERSHIP AND AMENITIES THE PROVISION OF OR FAILURE TO PROVIDE MEMBERSHIP OR AMENITIES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THE MEMBERSHIP LICENSE AGREEMENT OR OF THE TERMS AND CONDITIONS, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF HUB MSP, AND EVEN IF HUB MSP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LIMITATION OF DAMAGES AND REMEDIES. NOTWITHSTANDING ANY DAMAGES MEMBER MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF HUB MSP AND ITS SUBSIDIARIES, AFFILIATES, AND THEIR PAST, PRESENT AND FUTURE OFFICERS, DIRECTORS, AGENTS, SHAREHOLDERS, MEMBERS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS AND ASSIGNS UNDER ANY PROVISION OF THE MEMBERSHIP AGREEMENT OR THESE TERMS AND CONDITIONS AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO ACTUAL DAMAGES INCURRED BY MEMBER UP TO $5,000.00. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS, INCLUDING THE PREVIOUS SECTIONS, SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND SURVIVE ANY REMEDY’S FAILURE OF ESSENTIAL PURPOSE.
INDEMNIFICATION. MEMBER RELEASES, AND HEREBY AGREES TO INDEMNIFY, DEFEND AND SAVE HARMLESS IMPACT HUB MSP AND ITS SUBSIDIARIES, AFFILIATES, AND THEIR PAST, PRESENT AND FUTURE OFFICERS, DIRECTORS, AGENTS, SHAREHOLDERS, MEMBERS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS AND ASSIGNS, JOINTLY AND INDIVIDUALLY, FROM AND AGAINST ALL CLAIMS, LIABILITIES, LOSSES, DAMAGES, COSTS, EXPENSES (INCLUDING REASONABLE ATTORNEY’S FEES), JUDGMENTS, FINES AND PENALTIES BASED UPON OR ARISING OUT OF MEMBER’S NEGLIGENT ACTIONS, ERRORS AND OMISSIONS, WILLFUL MISCONDUCT AND FRAUD IN CONNECTION WITH MEMBER’S PARTICIPATION IN OR USE OF THE MEMBERSHIP AMENITIES OR SERVICES.
CONTACT
If you have any questions, comments or concerns regarding Hub MSP’s Membership Licensing Agreement (including its Terms and Conditions) or policies, write us at Impact Hub MSP, 825 Washington Ave SE, Suite 200, Minneapolis, MN 55404 or host.msp@impacthub.net
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