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Terms of Use
The following Terms of Use (as updated from time to time in accordance with Section 1 below, the “TOU”) may be somewhat lengthy, but we want to be careful to ensure that everyone is properly protected. Please feel free to contact us at info@thecolounge.com with any questions regarding these terms.

Acceptance of Terms
The facility and services that Right Field Management, LLC d/b/a The CoLounge (“CoLounge”, “our”, “us”) provides to you, the undersigned (including but not limited to use of the premises and services), are subject to the TOU. The TOU describe your rights and obligations with respect to the Premises and Services under the agreement between You and the CoLounge. CoLounge welcomes you to www.thecolounge.com (the “Website) and any other websites operated by the Company, including but not limited to:
https://thecolounge.spaces.nexudus.com

CoLounge reserves the right to update the TOU at any time. You should periodically review the website at https://thecolounge.com/ for any updates to the TOU. By executing this agreement, accessing the premises and/or using any services, you agree to abide by the following terms.

Description of Services
CoLounge may provide you with access to services, such as office space, work stations, Internet access, wifi access, keyfob/keyless building access, online membership portal, office equipment, conference space, lounge areas, technical support, audio/visual complements, kitchenette, microwave & fridge, printing, photocopying, and scanning capabilities and any other services that may be offered from time to time (collectively, “Services”). This includes special events, including member-only or non-member events on or off the premises. Additional services may be available to you at the premises or by CoLounge in CoLounge’s sole discretion.The Services at all times are subject to the TOU.

No Unlawful or Prohibited Use
As a condition of your use of the Services, you will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions and notices. Your membership or day pass is exclusive and personal, and does not entitle you to extend access to the Services or Premises to any third parties unless prior authorization is received by management. You may not use the Services in any manner that could damage, disable, overburden, or impair any CoLounge systems, or the network(s) connected to any CoLounge server, or interfere with any other party’s use and enjoyment of any Services. You may not attempt to gain unauthorized access to any Services, or accounts, computer systems or networks connected to any CoLounge server or to any of the Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services.
You hereby represent and warrant that you have all requisite legal power and authority to enter into and abide by the terms and conditions of the TOU and no further authorization or approval is necessary. You further represent and warrant that your participation or use of the Services will not conflict with, or result in, any breach of any license, contract, agreement or other instrument or obligation to which you are a party.
You must comply with any copyright notices, license terms or other notices appearing on screen or as part of any material on the Internet or the CoLounge network. You must not copy, use or exploit such software or other material in any way, unless CoLounge has explicitly given you permission to do so. You must strictly comply with the terms of any permission that CoLounge gives. CoLounge does not make any representations as to the security of the CoLounge network (or the Internet) or of any information that you place on it. You should adopt whatever security measures (such as encryption) you believe are appropriate to your circumstances. CoLounge cannot guarantee that a particular degree of availability will be attained in connection with your use of the Services.

Use of Services
You agree that when participating in or using the Services, you will not:
Use the Services in connection with pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited message (commercial or otherwise);
Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through CoLounge;
Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not limited to, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same;
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;
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;
Download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;
Restrict or inhibit any other user from using and enjoying the Services;
Violate any code of conduct of other guidelines which may be applicable for any particular Service;
Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party; and
Violate any applicable laws or regulations.

Disclosure
CoLounge reserves the right at all times to disclose any information about you, your participation in and use of the Services as CoLounge deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in CoLounge’s sole discretion. For security purposes, we regularly record via video our premises and if we deem it reasonably necessary, we may disclose information about you to satisfy applicable law, rule, regulation, legal processes or government request.

Confidentiality
You acknowledge and agree that during your participation and use of the Services, you may be exposed to Confidential Information. “Confidential Information” shall mean all information, in whole or in part, that is disclosed by CoLounge, or any participant or user of the Services, or any employee, affiliate, or agent thereof, that is nonpublic, confidential or proprietary in nature. Confidential Information includes, but is not limited to, information about business, sales, operations, know-how, trade secrets, technology, employees, customers, marketing plans, products and financial information, and knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of CoLounge, any analyses, compilations, studies, or other documents prepared by CoLounge or otherwise derived in any manner from the Confidential Information and any information that you are obligated to keep confidential or know or has reason to know should be treated as confidential.
Your participation in and/or use of the Services obligates you to
maintain all Confidential Information in strict confidence;
not to disclose Confidential Information to any third parties; and
not to use the Confidential Information in any way directly or indirectly detrimental to CoLounge, or any participant or user of the Services.
All Confidential Information remains the sole and exclusive property of CoLounge or the respective disclosing party. You acknowledge and agree that nothing in this TOU, or your participation or use of the Services, will be construed as granting any rights to you, by license or otherwise. This includes, but is not limited to, Confidential Information such as any patent, copyright or other intellectual property or proprietary rights of CoLounge, or any participant or user of the Services.

Participation In or Use of Services
You acknowledge that you are over 18 years of age (unless otherwise approved by management) participating in or using the Services at your own free will and decision.
You acknowledge that CoLounge does not have any liability with respect to your access, participation in, use of the Services, or any loss of information resulting from such participation or use.
You will comply with all health safety and fire regulations.
You must only use the accommodation for office purposes, Office/Accommodation use of a “retail” nature, medical or any other use involving frequent visits by members of the public, is not permitted. You must not carry on a business which competes with our business of providing serviced office or cube accommodations. You must not use the name CoLounge or any of its associated companies in any way in connection with your business.
You may only carry on that business in your name or some other name that we previously agree. At your request and cost we will include that name in the house directory at the business center, where this is available. You must not put up any signs on the doors to your accommodation or anywhere else which is visible from outside the accommodation you are using. You may use the business center address as your business address if prior approval by management is received. If you use the center address as your registered business address, you must have a third-party registered as your agent for service of process.
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 it. You are liable for any damage caused by you or those on the premises with your permission or at your invitation. You authorize CoLounge to charge your payment method for such repairs.
You must not install any furniture or office equipment, cabling, IT or telecom connections without our consent, which we may refuse at our absolute discretion.
Any door codes which we provide you remain our property at all times. You must not allow anyone else to use them without our consent. If you are permitted to use the business center outside normal working hours it is your responsibility to lock the doors to your accommodation and to the business center when you leave.
You must comply with all relevant laws and regulations in the conduct of your business. You must do nothing illegal. You must not do anything that may interfere with the use of the business center by us or by others, cause any nuisance or annoyance, increase the insurance premiums we have to pay or cause loss or damage to us or to the owner of any interest in the building which contains the business center. You acknowledge that (a) the terms of the foregoing sentence are a material inducement to us for the execution of your Membership Agreement and (b) any violation by you of the foregoing sentence shall constitute a material default by you hereunder, entitling us to terminate your Membership Agreement.
You must comply with any house rules which we impose generally on users of the business center whether for reasons of health and safety, fire precautions or otherwise.
No smoking, vaping, firearms, fireworks, sparklers or illegal substances may be used or possessed on or around CoLounge. CoLounge is a non-smoking venue.
It is your responsibility to arrange insurance for your own property which you bring into the business center and for your own liability to your employees, guests, and to third parties.
We can enter your accommodation at any time. However, unless there is an emergency we will as a matter of courtesy try to inform you in advance when we need access to carry out testing, repair or works other than routine inspection, cleaning and maintenance. We will also respect security procedures to protect the confidentiality of your business.
We may by notice suspend the provision of Services (including access to the business center) for reasons of political unrest, strikes, or other events beyond our reasonable control, in which event payment of the standard fee will also be suspended for the same period.

Food and Beverage
You may bring in your own food and beverages. You will be responsible for providing all serving utensils, cooking supplies, chaffing dishes for warming food, condiments, dishware, cups, napkins, glassware, etc. Alcohol must be served in accordance with Ohio laws. Alcohol may not be served to minors.

Clean-Up, Lost & Abandoned Items
You are responsible for the following items at cleanup time: place all trash into garbage cans/recycling bins, clean out any items used from kitchen and remove all items that were brought into the venue (this includes but not limited to: decorations, gifts, leftover food and drinks, personal items, etc.). Clean-up must be completed by the departure time each day and no items may be left overnight, unless you are a member which has been designated a private office or semi-private office space. Items left behind in all common areas will be discarded. Please keep all valuables with you at all times. CoLounge is not responsible for any lost or stolen items.

Unattended Items
CoLounge cannot ensure the security of items left unattended in any of its spaces. Special arrangements may be made with CoLounge for security of a limited number of valuable items. If you require additional security with respect to such items for any other reason, CoLounge may be able to assist in making these arrangements.

Use of Likeness
You agree that CoLounge has the right to use your name, image, voice, and/or appearance as such may be embodied in any photos, video recordings, audiotapes, digital images, and the like, taken or made on behalf of CoLounge. You agree that CoLounge has complete ownership of such material and can use said material for any purpose that is consistent CoLounge’s mission. These uses include, but are not limited to, videos, publications, advertisements, news releases, websites, and any promotional materials in any medium. You acknowledge that you will not receive any compensation for the use of such images, video, etc. You hereby release, discharge and absolve CoLounge, from any and all claims and demands arising out of or in connection with the use of your name, image, voice, and/or appearance, including any and all claims for invasion of privacy, and right of publicity.

Disclaimer of Warranties
To the maximum extent permitted by applicable law, CoLounge provides the Services “as is”, and hereby disclaim with respect to the services all warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) warranties, duties or conditions of or related 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, correspondence to description or non-infringement. The entire risk as to the quality, or arising out of participation in or the use of the services, remains with you.
Exclusion of Incidental, Consequential and Certain Other Damages
To the maximum extent permitted by applicable law, in no event shall CoLounge or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly or 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, the participation in or inability to participate in or use of the services, the provision of or failure to provide services, or otherwise under or in connection with any provision of this agreement, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of CoLounge, and even if CoLounge has been advised of the possibility of such damages.

Limitation of Liability and Remedies
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 CoLounge or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns under any provision of this TOU and your exclusive remedy for all of the foregoing shall be limited to actual damages incurred by you based on reasonable reliance, in an amount not to exceed one month of members standard fees. The foregoing limitations, exclusions and disclaimers (including sections 8 and 9 above) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

Termination
CoLounge reserves the right to terminate any Service at any time and/or your access to the premises. CoLounge further reserves the right to terminate your participation in and use of any Services and/or Premises, immediately and without notice if you fail to comply with the Membership Agreement or TOU. In addition, we may elect to decline to renew your membership, agreement and/or any services at the end of your subscription period for any or no reason.

Payments
You hereby acknowledge and agree that you have purchased certain Services in accordance with the agreement. By entering into the Agreement and these Terms, and providing your payment information in connection with the same, you hereby agree to pay us the recurring or nonrecurring fees set forth in the Agreement and/or the online membership form, for other Services purchased by you, or as such purchased Services are upadated from time to time upon notice to you. You acknowledge and agree that the payment method provided by you will result in the fees and charges associated with your Membership and/or your Services being automatically debited each month as further set forth herin. All recurring fees shall be charged to your payment method on the first (1st) day of each month. Overage fees and any other nonrecurring fees shall be charged to your payment method within thirty (30) days following your accruing of such fees. If any amount due, whether recurring or otherwise, is not paid within five (5) days within the date such payment is due, you will automatically be charged a late fee in the amount of fifty dollars ($50). Any payments received shall first apply to the late charges, then to any outstanding fees, and then to current fees due. Unless agreed to in advance by management, any payments made with CoLounge will be non-refundable. CoLounge reserves the right to modify any fees at any time with communication via the members portal. Any changes in fees by CoLounge shall become effective on the immediately following subscription period. Your continued use of the Services following notice of any such fee modifications through the next such payment date constitutes your agreement to such modified fees.

Indemnification
You release, and hereby agree to indemnify, defend and save harmless CoLounge and CoLounge’s subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties based upon, or arising out of, your negligent actions, errors and omissions, willful misconduct and fraud in connection with the participation in or use of the Services. You further agree in the event that you bring a claim or lawsuit in violation of this agreement, you shall be liable for any attorneys’ fees and costs incurred by CoLounge or its respective officers and agents in connection with the defense of such claim or lawsuit.

Severability
In the event that any provision or portion of this TOU is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this TOU shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.

Insurance
CoLounge will carry Liability and Business Personal Property insurance. As a user, it is strongly suggested that you carry a Renters Insurance policy to cover your own equipment while using our space. That policy may cover your current residence/office, as well as the premises of CoLounge.

Sexual Harassment
CoLounge believes that you should be afforded the opportunity to work in an environment free of sexual harassment. Sexual harassment is a form of misconduct that undermines the member relationship. No member, either male or female, should be subjected verbally or physically to unsolicited and unwelcomed sexual overtures or conduct. Sexual harassment refers to behavior that is not welcome, that is personally offensive, that debilitates morale and, therefore, interferes with work effectiveness. Behavior that amounts to sexual harassment will not be tolerated and may result in disciplinary action, up to and including immediate cancelation of services.

Internet Use
Use of the internet implies agreement with our internet use policy. You must ensure that you: (i) Comply with current legislation; (ii) Use the internet in an acceptable way; and (iii) Do not create unnecessary business risk to CoLounge by misuse of the internet. Unacceptable behavior includes, but is not limited to:
Visiting internet sites that contain obscene, hateful, pornographic or otherwise illegal material;
Using the computer to perpetrate any form of fraud, or software, film or music piracy;
Downloading commercial software or any copyrighted materials belonging to third parties, unless this download is covered or permitted under a commercial agreement or other such license;
Hacking into unauthorized areas;
Undertaking deliberate activities that waste staff effort or networked resources; and
Introducing any form of malicious software into the corporate network. CoLounge maintains the right to monitor the volume of internet and network traffic, together with the internet sites visited.

Claim on Space
The TOU shall not vest or confer or be deemed to confer any legal estate in any CoLounge property and nothing herein contained shall create or be deemed to create the relationship of Landlord and Tenant between the CoLounge and you.

Member Portal
To use the Services, you will be required to use the online member portal (the “Member Portal”) provided by CoLounge to you. To use the Member Portal, you will need to register an account (a “Profile”) and agree to the Privacy and Network Policy. As a confidentiality option, you may choose to limit the use of your Profile to CoLounge and your Company (defined below) ONLY, and restrict use of your information in our online community network of CoLounge membership (the “Directory”). CoLounge requests that all members upload a picture in order to ensure security to their access. We strongly recommend your participation in the Directory to enhance your business connections and feel connected within our collaborating environment. You are solely responsible for maintaining the confidentiality of your Profile, and hereby agree not to reveal or share your password or credentials with any other person, unless otherwise permiteed under your Agreement. You hereby agree to promptly notify CoLounge if you suspect that your password and/or Profile has been compromised. CoLounge disclaims any duties that may arise, express or implied, from its access to information you provide on the portal, and you expressively authorize CoLounge to use or disclose any or all information for any purpose, commercial or noncommercial.

Access to Space
Access to CoLounge will be limited to the scope identified by your membership . Whether your access to the CoLounge is via key code or via Salto app, you hereby agree not to share, transfer or provide your credential access to any other person without CoLounge’s written consent. Hours for member access shall be 6:00am-11:00pm EST, Monday – Friday, unless prior authorization has been granted. Non-Member access shall be 9:00am-5:00pm, Monday-Friday, unless prior authorization has been granted. Nonmembers are not guaranteed access. You are responsible for maintaining security of your access and if you suspect your access has been compromised, you must immediately inform CoLounge. In addition, upon cancellation or termination of your agreement and/or services, your access will end.

Visitor Access
Should you wish to invite a visitor or guest to the premises, you agree to inform and obtain permission from CoLounge management in advance, and you further understand and agree that all visitors must sign an Authorized Guest Agreement appropriate to the circumstances of the proposed visit, under terms imposed at CoLounge’s sole discretion, before granting permission for your proposed guest to access the premises as an Authorized Guest. Any guest may not access CoLounge outside nonmember hours and are never permitted on the premises without the authorizing member present, unless management has approved.

Cancellation
You can cancel your account upon ten (10) days prior written notice by submitting a written cancellation request at info@thecolounge.com. Cancellation will be effective ten (10) days following CoLounge’s receipt of your notice of cancellation. We do not provide refunds upon termination or cancellation of your account with respect to amounts already paid, this includes any new member activation sign-up fee incurred at the start of your membership. You will remain liable for any and all amounts that remain due on your account and will exercise our rights to collect payment, despite such cancellation.

Events
To hold a special event at the CoLounge, an additional agreement will be executed to support the event, if approved. Any event considerations should be requested to CoLounge management at info@thecolounge.com