Terms and conditions

General Terms and Conditions

COWORKING USE GENERAL TERMS AND CONDITIONS

These Coworking Use General Terms and Conditions are part of the Coworking Plan selected by the Coworker named in the Center for Craft application for coworking membership (“Coworker”) by agreement with CCCD PROPERTIES LLC, a North Carolina limited liability company with principal offices at 67 Broadway Street, Asheville NC 28801 (“Properties”). The specific Coworking Plan selected by Coworker, including any mutually agreed written extension, renewal, or amendment, and these Coworking Use General Coworking Terms and Conditions, are intended to take effect together as the whole agreement for Coworker’s use of the Center for Craft coworking space (the “Coworking Use Agreement” or “CUA”). For valuable consideration, the receipt and legal sufficiency of which is acknowledged, Coworker and Properties agree:

Legal Purpose: The purpose of the CUA is to create a legally binding agreement between Coworker and Properties for terms of a license for use, occupancy and access to coworking space on the second floor of 67 Broadway Street, Asheville NC, 28801. Properties is wholly owned by The Center for Craft, Creativity & Design, Inc. a North Carolina nonprofit corporation qualified as a tax-exempt public charity under Internal Revenue Code Section 501(c)(3) (“Center for Craft”). Development of coworking space at 67 Broadway is at the heart of Center for Craft’s program of expanding its historic downtown Asheville location to create a national craft innovation hub, furthering Center for Craft’s mission by connecting students, makers, artists, designers, scholars, entrepreneurs, and the businesses and services that support them.

Space:

Coworker shall have a license to use and occupy the specific Offices, Anchor Desk, or Flex Desk designated in the Coworking Plan (together the “Space”), together with the non-exclusive right by license to access applicable second floor common areas and Amenities as defined below (the “Coworking Space”), on the terms of this CUA and consistent with Center for Craft’s program and mission stated above (together the “Use”).
References below to the Space may include the Coworking Space according to context.
Use of the Coworking Space may be shared with others who make coworking use agreements with Properties which are substantially similar to this CUA (“Other Coworkers”).
Common areas and Amenities related to the Coworking Space include the freight elevator and the stairwell on the northwest portion of 67 Broadway Street and on the attached floor plan.
If applicable, Properties will supply Coworker with key fobs or similar electronic devices for access to the Space and/or the Coworking Space according to the Coworking Plan on the terms of a separate key agreement incorporated to this CUA by reference.
Coworker may separately acquire from Properties the use of parking spaces during the Coworking Term on the terms of the attached License for Parking Spaces, incorporated to this CUA by reference (if any).

Limitations on the Use:

Coworker’s Use, including the Space, the Coworking Space, and the Amenities, is limited to Coworker’s lawful non-residential, non-retail office and business functions, including Coworker’s staff and business guests.
Hours of access to the Space, including the Coworking Space, are based on the Coworking Plan and are limited to the hours of operation of the Center for Craft as established from time to time (“Hours”).
Properties shall have the right but not the obligation to enter the Space at any time for inspection and to make improvements which do not materially impair Coworker’s permitted use, and to take any action reasonably necessary to ensure continued uninterrupted use and access to the Coworking Space by Properties, Center for Craft, or Other Coworkers, or to protect life or property.
Properties may from time to time establish or modify different service levels for Other Coworkers shared use of the Coworking Space and the Amenities.
Properties may from time to time adopt reasonable standards as rules for the shared use of the Coworking Space by Coworker and Other Coworkers and their staff and business guests (“Standards”). Any violation of the Standards is a violation or default of this CUA.

Amenities: As part of the Use, Properties intends to furnish Coworker, Other Coworkers, and their staff and business guests with shared access to workstations, messaging, Internet access, business equipment, furniture and fixtures, a coffee bar, and conference rooms, in connection with the Coworking Space (“Amenities”) on the following conditions:

Coworker agrees not to remove or move any of Properties furnishings, fixtures, or equipment from or within the Space or the Coworking Space without Properties prior written approval.
Coworker agrees not to place or install furnishings, fixtures or equipment in the Space or the Coworking Space without Properties prior written approval.
Coworker agrees not to post or attach material to walls or surfaces in the Space or the Coworking Space outside of spaces or surfaces specifically provided for that purpose by Properties.
Coworker agrees not to use or permit any use of Amenities which is unlawful, or which potentially or actually disables the Amenities.
Coworker agrees not to restrict or inhibit Other Coworkers use of shared Amenities.
Access to the conference rooms is by reservation through Properties.
Coworker access to the coffee bar may be subject to temporary restrictions.
Coworker agrees not to use or permit the use of Amenities to gain unauthorized access to any materials or information or to the Amenities themselves through any means not intentionally made available to Coworker by Properties.
Coworker agrees not to use or permit any use of the Amenities, the Space, or the Coworking Space for any of the following prohibited uses:

Any use which violates the confidentiality provisions of this CUA;
Any use in connection any duplicative or unsolicited message such as pyramid schemes, chain letters, junk email, or spamming (commercial or otherwise);
Any use which defames, abuses, harasses, stalks, threatens or otherwise violates the legal rights (for example rights of privacy and publicity) of others; Publishing, posting, uploading, distributing or disseminating any inappropriate, profane, defamatory, obscene, indecent, or unlawful topic, name, material, or information by using any of the Amenities;
Uploading, downloading, or otherwise making available through use of the Amenities any files containing images, brands, logos, photographs, software or other material protected by intellectual property laws, including but not limited to copyright or trademark or rights of privacy or publicity unless Coworker owns or controls such rights or has received all consent necessary to lawfully do the same;
Using any material or information including images, brands, logos, or photographs made available through any of the Amenities in any manner which infringes any copyright, trademark, patent, trade secret, or other proprietary right;
Uploading, downloading, or otherwise making available to or from any of the Amenities any files containing software or programs which may damage the operation of another’s computer or other property such as those containing viruses, Trojan Horses, worms, time bombs, cancelbots, or corrupted files;
Using any of the Amenities for uploading, downloading, or otherwise making available any file the user knows, or reasonably should know, cannot be legally reproduced, displayed, performed, and or distributed in such manner; Using any of the Amenities for harvesting or otherwise collecting information about Other Coworkers or their staff or business guests, including email addresses, without the authorization or consent of the disclosing party; or
Using any of the Amenities in violation of applicable United States federal, state or local laws or regulations.

Properties may but is not required to install programs or software or take other reasonable action to exclude or prevent or remedy prohibited uses.
Properties may but is not required to employ video monitoring of the Coworking Space and common access areas and to retain, use, and disclose any recordings for building security purposes and as otherwise required by law or legal process.
Properties may but is not required to collect and publish or display a print, digital, and/or physical directory of contact information, names, brands and logos of Coworkers and Other Coworkers unless specifically instructed otherwise by Coworker in writing. Properties may in any event retain, use, and disclose such information for building security purposes and as otherwise required by law or legal process.
Properties may from time to time adopt reasonable rules for the shared use of the Amenities by Coworker and Other Coworkers and their agents, employees and invitees, or which are applicable to a particular Amenity, as part of the Standards.

Coworking Term: This CUA becomes effective according to the Coworking Plan specified in the Coworker’s application for Center for Craft coworking membership. Coworker’s right and license to the Use is limited to the period(s) specified in the Coworking Plan or shall end sooner if terminated or revoked by either Coworker or Properties for material violation or default of this CUA upon 15 calendar days prior written notice (the “Coworking Term”).

If fire or other casualty makes all or any portion of the Coworking Space unusable Properties may either declare the Coworking Term ended or promptly restore the affected Coworking Space, and no Coworking Fee shall be due for the period of restoration.
Upon termination of this CUA regardless of the reason, Coworker shall immediately and completely vacate the Space including the Coworking Space, leaving the Space free of all trash and personal property items, and in substantially the condition it was at the beginning of the Coworking Term except for reasonable wear and tear, and return all key fobs and other electronic access devices to Properties.

Costs: During the entire Coworking Term, and continuing thereafter while Coworker continues to use and occupy the Space for any reason, Coworker shall:

Pay Properties the Coworking Fee according to the applicable Coworking Plan (the Coworking Fee”) plus invoiced charges as provided below on or before the fifth day of each calendar month, without demand or offset. Coworking Fees for any portion of the month at the beginning or end of the Coworking Term shall be prorated.
Late payment is subject to automatic addition of a late fee of $25 or 5% of the late payment amount of the Coworking Fee or the late payment amount of any other fee or assessment under this CUA, whichever is greater, plus reimbursement to Properties for any related bank or transaction fee.
If applicable, Pay Properties a deposit as designated in the Coworking Plan (the “Deposit”).
Pay Properties as invoiced for Properties’ reasonable costs for services furnished to Coworker by Properties not included in the applicable Coworking Plan such as meeting room charges outside of applicable credits, printing in excess of Coworker’s applicable allowance, or for cleaning costs or loss or damage to property such as key fobs and access devices or the Coworking Space. Any such invoiced charges shall be in addition to and be payable together with the Coworking Fee as determined by Properties.

Utilities and Maintenance: During the entire Coworking Term:

Properties shall maintain the structural features of 67 Broadway Street. existing at the effective date of this CUA, including the roof, foundation, walls, exterior glass and doors, connection and reasonable service cost of public electric, water, sewer, and gas utilities, HVAC, and common area maintenance including the Coworking Space and including the stairwell, parking lot, and driveways, at Properties’ sole expense.
Coworker shall continuously maintain the Space exclusively used and occupied by Coworker in clean and safe condition, and shall exercise care not to leave trash, refuse, or spills in Coworking Spaces, during the Coworking Term and at all other times while Coworker uses or accesses the Space or the Coworking Space.
Coworker shall be solely responsible for cleaning and repairs to the Space or to the Coworking Space or Amenities made necessary by negligent or intentional wrongful acts of Coworker or its staff or business invitees, at Coworker’s sole expense, during the Coworking Term and at all other times while Coworker uses or access the Space or the Coworking Space .

Intellectual Property Rights and Confidentiality: Coworker acknowledges that in connection with the Use, Coworker may be exposed to information, in whole or in part, that is disclosed by Other Coworkers or their employees or affiliates which is non-public, confidential, or proprietary in nature, such as information about business, sales, operations, know-how, trade secrets, business affairs, knowledge gained through examination or observation or of access to the Coworking Space, which Coworker is obliged to keep confidential or has reason to know should be treated as confidential (“Confidential Information”).

Coworker shall maintain all Confidential Information in strict confidence and not disclose it to third parties.
Coworker acknowledges that nothing in this CUA or the Use grants any rights to Coworker to use Confidential Information or any patent, copyright, trademark, service mark, or trade name, or other intellectual property proprietary rights of Properties, Center for Craft, or Other Coworkers. Center for Craft retains all rights to use of its service marks “Center for Craft,” “CCCD,” and its corporate name and logo.
Coworker shall completely remove its Confidential Information from the Coworking Space upon termination of this CUA regardless of the reason.
This obligation of confidentiality is not intended to prevent or discourage Coworker from cooperating with law enforcement authorities or making any disclosure of Confidential Information required by law or legal process.

DISCLAIMER OF WARRANTIES: TO THE EXTENT PERMITTED BY LAW, NEITHER PROPERTIES NOR CENTER FOR CRAFT OR THEIR PAST, PRESENT AND FUTURE OFFICERS, AGENTS, EMPLOYEES, SUCCESSORS OR ASSIGNS MAKE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NOR ANY WARRANTY OF TITLE, QUIET ENJOYMENT, OR EXCLUSIVE POSSESSION, NOR SHALL ANY OF THEM BE LIABLE FOR SPECIAL, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES INCLUDING LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, OR LOSS OF PRIVACY, WITH RESPECT TO THE SPACE OR THE COWORKING SPACE AND AMENITIES OR OTHERWISE ARISING OUT OF THE USE OR THIS CUA, EVEN IF PROPERTIES OR CENTER FOR CRAFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnity and use of the Deposit: Coworker agrees to fully indemnify and hold harmless Properties and Center for Craft from all claims, loss or liability arising out of the Use or any violation or default by Coworker of this CUA, the License for Parking Spaces, or the Standards, including reasonable attorney fees and costs of defense, other than by reason of Properties or Center for Craft’s direct negligence.

Properties may but is not required to apply the Deposit to indemnify Properties against any failure of payment or performance of this CUA by Coworker, including but not limited to payment of any past due Coworking Fee or additional assessment.
Properties may require Coworker to promptly restore any portion of the Deposit which is applied by Properties during the Coworking Term.
Properties shall return any balance of the Deposit to Coworker remaining at the end of the Coworking Term if Coworker is not then in default or violation of the CUA.
The Deposit is not a tenant security deposit and Properties is not obligated to pay or account for interest or to maintain the Deposit in a separate account.

Legal Enforcement of this CUA:

The applicable Coworking Plan and these Coworking Use General Terms and Conditions which are together the CUA represent the entire legal agreement of the parties regarding its subject matter and cannot be amended except in writing signed by all parties.
Coworker and Properties each represents to the other that they can lawfully enter into this CUA and that it is signed by their authorized officers.
No failure of Coworker or Properties to exercise their rights under this CUA shall waive any right to subsequently enforce their rights, and no waiver of any violation or default shall waive any subsequent or continuing violation or default.
This CUA is not assignable by Coworker, and it is agreed Coworker has no legal right to and shall not sublease the Space, but this CUA shall in any event be binding upon Coworker, Properties, and their successors and assigns.
This CUA is governed by the laws of North Carolina without regard to its conflicts of laws provisions.
If any provision of this CUA is determined to be unlawful or unenforceable by a court or arbitrator of competent jurisdiction, the remaining provisions shall continue and be construed to give effect to the intent of the parties as otherwise expressed in this CUA.
This CUA shall not be construed more strictly against any party by reason of having supplied any of its terms.
This CUA shall continue for as long as necessary to give full legal effect to its provisions.
Time is of the essence to this CUA as to all dates and deadlines.

Dispute Resolution: All disputes between the parties arising under or in connection with this CUA or its subject matter where the amount in controversy exceeds the applicable jurisdictional limit for small claims, including but not limited to the construction of this dispute resolution provision or jurisdiction of the arbitrator, shall be submitted to binding arbitration before a single arbitrator in Asheville, North Carolina in accord with the Commercial Dispute Resolution Rules of the American Arbitration Association (“AAA”) and provisions of the North Carolina Revised Uniform Arbitration Act (“Act”) then in effect, provided either party may seek appropriate injunctive relief before an appropriate court or arbitrator for any threatened breach. The parties shall choose the arbitrator, who need not be a member of the AAA. If the parties fail to agree on an arbitrator within 10 days after a demand for arbitration is filed, the AAA shall make the selection. If the AAA fails to select an arbitrator within 30 days after the demand for arbitration is filed, either party may apply for appointment of an arbitrator under the Act. Judgment upon the award rendered may be entered as a final judgment in any court of competent jurisdiction.