Terms and Conditions
OVERVIEW
01
THESE TERMS AND CONDITIONS (THESE “TERMS”) DESCRIBE YOUR MEMBERSHIP, EITHER AS AN INDIVIDUAL OR THROUGH YOUR COMPANY (IN EACH CASE “MEMBERSHIP”), WITH SHACK15 FERRY BUILDING AND YOUR RIGHTS AND OBLIGATIONS IN CONNECTION WITH YOUR ACCESS TO USE SHACK15 FERRY BUILDING TO BE LOCATED ON THE 3RD FLOOR OF THE SAN FRANCISCO FERRY BUILDING (THE “PREMISES”) AND ANY SERVICES WE MAY OFFER YOU AT THE PREMISES (COLLECTIVELY, THE “SERVICES”). THE SERVICES INCLUDE BUT ARE NOT LIMITED TO NON-EXCLUSIVE ACCESS TO THE PREMISES, WHICH DEPENDING UPON YOUR MEMBERSHIP TYPE INCLUDES (I) DEDICATED WORK DESKS, PRIVATE OFFICES, INTERNET, OFFICE EQUIPMENT, CONFERENCE SPACE, FURNISHINGS, AND KNOWLEDGE RESOURCES; (II) MAINTENANCE OF THE PREMISES; (III) HEAT AND AIR CONDITIONING DURING REGULAR BUSINESS HOURS. NON-EXCLUSIVE AREAS ARE FOR ALL MEMBERS’ AND THEIR GUESTS’ ENJOYMENT, ARE FOR TEMPORARY USE AND ARE NOT TO BE USED FOR ANY CONTINUOUS WORK. MEMBERS MAY NOT LEAVE THEIR BELONGINGS AFTER-HOURS IN THE NON-EXCLUSIVE AREAS. ACCESS TO DEDICATED WORK DESKS AND PRIVATE OFFICES MAY BE PROVIDED PURSUANT TO A SEPARATE WRITTEN AGREEMENT WITH US.PLEASE READ THESE TERMS CAREFULLY, AS THEY AFFECT YOUR LEGAL RIGHTS. BY USING THE SERVICES, YOU ARE AGREEING TO ABIDE BY AND BE BOUND BY THESE TERMS. THESE TERMS ARE ENTERED INTO BETWEEN SHACK15 LLC (“SHACK15”, “WE”, “OUR” OR “US”) AND YOU. REFERENCES TO “YOU,” “YOUR” AND SIMILAR WORDS IN THESE TERMS REFER TO THE INDIVIDUAL OR ENTITY REGISTERING FOR THE SERVICES AND AGREEING TO BE BOUND BY THESE TERMS. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE ALL NECESSARY RIGHT, AUTHORITY AND CONSENT TO BIND SUCH ENTITY TO THESE TERMS. THE EXACT SERVICES YOU RECEIVE WILL DEPEND ON (A) THE TYPE OF MEMBERSHIP YOU HAVE PURCHASED; AND (B) ADDITIONAL FEATURES AND SERVICES SELECTED BY YOU, WHICH MAY BE SUBJECT TO ADDITIONAL GUIDELINES, TERMS, CONDITIONS AND/OR RULES (“ADDITIONAL TERMS”), INCLUDING ADDITIONAL PAYMENT OBLIGATIONS. SOME FEATURES OF THE SERVICES MAY BE SUBJECT TO ADDITIONAL TERMS, WHICH WILL BE POSTED WITH THOSE FEATURES OR OTHERWISE COMMUNICATED TO YOU. WE WILL CONSIDER YOUR USE OF THOSE FEATURES YOUR ACCEPTANCE OF THE APPLICABLE ADDITIONAL TERMS, AND THOSE ADDITIONAL TERMS WILL BE INCORPORATED IN THESE TERMS BY THIS REFERENCE. OUR OBLIGATION WITH RESPECT TO THE SERVICES IS TO USE COMMERCIALLY REASONABLE EFFORTS TO PROVIDE YOU WITH THE SERVICES IN ACCORDANCE WITH THE TERMS.
UPDATES
02
THE AVAILABILITY AND SCOPE OF THE SERVICES ARE SUBJECT TO CHANGE FROM TIME TO TIME IN OUR SOLE DISCRETION. FROM TIME TO TIME, WE MAY ALSO MAKE MODIFICATIONS, DELETIONS OR ADDITIONS TO THESE TERMS AND WILL PROVIDE YOU WITH NOTICE OF CHANGES TO THESE TERMS OR TO SERVICES THAT APPLY TO YOU. MOST CHANGES WILL BE EFFECTIVE IMMEDIATELY UPON NOTICE, EXCEPT THAT PRICING AND FEE CHANGES WILL BE EFFECTIVE UPON YOUR NEXT SUBSCRIPTION PERIOD. IF YOU DO NOT AGREE TO THE CHANGES, YOU MAY CANCEL YOUR MEMBERSHIP AT ANY TIME, BUT NOTE THAT THERE ARE NO REFUNDS FOR EARLY CANCELLATION.
MEMBERSHIP REGISTRATION AND ACCESS
03
YOU AGREE TO PROVIDE US WITH ACCURATE AND COMPLETE INFORMATION ABOUT YOURSELF WHEN YOU REGISTER WITH US AND AS YOU USE THE SERVICES. YOU AGREE NOT TO REVEAL ANY ACCOUNT INFORMATION OR TRANSFER YOUR KEYCARD OR OTHER ACCESS DEVICE OR CREDENTIALS TO ANYONE ELSE (OR LET THEM USE YOUR ACCOUNT), AND NOT TO MAKE ANY COPIES OF ANY KEYS, KEYCARDS, OR OTHER MEANS OF ENTRY TO THE PREMISES (EACH, AN “ACCESS DEVICE”). YOU ARE RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR PASSWORD AND SECURITY OF YOUR ACCESS DEVICE. YOU MUST PROMPTLY NOTIFY US IF YOU SUSPECT YOUR PASSWORD OR ACCESS DEVICE HAS BEEN COMPROMISED. ACCESS DEVICES REMAIN OUR PROPERTY, AND YOU MUST RETURN THEM IMMEDIATELY UPON TERMINATION OR EXPIRATION OF YOUR MEMBERSHIP. YOU MAY BE CHARGED A REPLACEMENT FEE FOR ANY LOST OR DAMAGED ACCESS DEVICES. IF YOU ARE A MEMBER OF SHACK15, YOU MUST SHOW YOUR SHACK15 MEMBERSHIP PROFILE PAGE ON YOUR SHACK15 MOBILE APP TO THE FERRY BUILDING SECURITY, AS WELL AS SHACK15 RECEPTION IN ORDER TO GAIN ACCESS TO THE SPACE. YOU MAY BE DENIED ACCESS IF YOU ARE UNABLE TO SHOW THE MEMBERSHIP PROFILE PAGE TO SECURITY.
PAYMENTS
04
BY SIGNING UP FOR MEMBERSHIP AND PROVIDING YOUR PAYMENT INFORMATION, YOU AGREE TO PAY US THE RECURRING OR NONRECURRING FEES ASSOCIATED WITH THE PARTICULAR SERVICES YOU ARE PURCHASING, AS DISPLAYED TO YOU AT THE TIME YOU CREATE YOUR ACCOUNT AND/OR SIGN UP FOR THE RELEVANT SERVICES, OR AS UPDATED BY US FROM TIME TO TIME UPON NOTICE TO YOU. YOU ACKNOWLEDGE AND AGREE THAT THE PAYMENT METHOD PROVIDED BY YOU WILL BE AUTOMATICALLY CHARGED THE FEES AND ANY OTHER AMOUNTS YOU MAY INCUR OR BE LIABLE FOR (INCLUDING FOR DAMAGES CAUSED TO ANY OF OUR PREMISES OR PROPERTY) IN CONNECTION WITH THE SERVICES. YOU AGREE THAT WE MAY CONTRACT WITH THIRD PARTY PROVIDERS TO PROCESS YOUR PAYMENTS ON OUR BEHALF. ONLY A SINGLE PAYMENT METHOD MAY BE USED AT ANY GIVEN TIME TO MAKE PAYMENTS FOR ALL SERVICES YOU PURCHASE IN A SINGLE TRANSACTION. YOU MUST KEEP YOUR PAYMENT INFORMATION UP-TO-DATE AND ACCURATE. RECURRING FEES, WHICH MAY INCLUDE RECURRING MEMBERSHIP FEES (“MEMBERSHIP FEES”) AND ANY OTHER RECURRING FEES YOU HAVE AGREED TO IN CONNECTION WITH THE SERVICES WILL BE CHARGED AUTOMATICALLY ON THE DAY YOUR MEMBERSHIP RENEWAL IS DUE. YOUR USE OF THE SERVICES MAY BE IMMEDIATELY SUSPENDED, AND EVENTUALLY TERMINATED, IF WE ARE UNABLE TO CHARGE YOUR PAYMENT INSTRUMENT FOR ANY REASON. YOU ARE SUBJECT TO LATE FEES OF UP TO 10% OF THE AMOUNT OWING TO US. THE FEES APPLICABLE TO YOUR ACCOUNT MAY BE SUBJECT TO MODIFICATION FROM TIME TO TIME, AND SUCH MODIFICATIONS WILL BECOME EFFECTIVE UPON YOUR NEXT SUBSCRIPTION PERIOD. YOUR CONTINUED USE OF THE SERVICES FOLLOWING NOTICE OF ANY SUCH MODIFICATIONS, AND THROUGH THE NEXT PAYMENT DATE, CONSTITUTES YOUR AGREEMENT TO SUCH MODIFIED FEES. YOU MAY AT ANY TIME CANCEL YOUR ACCOUNT AS SET FORTH BELOW IF YOU DO NOT AGREE TO ANY MODIFIED FEES. ALL FEES ARE NON-REFUNDABLE.
HOUSE RULES
05
THE PREMISES HAS ITS OWN HOUSE RULES (“HOUSE RULES”) GOVERNING THE EXPECTED BEHAVIOR AT THE PREMISES, WHICH YOU CAN FIND AT THE PREMISES AND WHICH YOU MUST COMPLY WITH WHILE USING SERVICES IN THE PREMISES. THE HOUSE RULES ARE HEREBY INCORPORATED INTO THESE TERMS. HOUSE RULES MAY BE REVISED FROM TIME TO TIME. IN GENERAL, WE EXPECT THAT YOU WILL NOT PERFORM ANY ACTIVITY THAT IS REASONABLY LIKELY TO BE DISRUPTIVE, DAMAGING OR DANGEROUS TO US, OUR EMPLOYEES OR AGENTS, OTHER MEMBERS, ANY GUESTS OR ANY OTHER THIRD PARTIES OR ANY PETS OR PROPERTY OF ANY OF THE FOREGOING. WHILE YOU HAVE ACCESS TO THE PREMISES AS A MEMBER, INCLUDING THE OPEN SPACE AND LOUNGE AREAS, YOU DO NOT HAVE ACCESS TO ANY DEDICATED WORK DESKS OR PRIVATE OFFICES WITHOUT COMPLETING A SEPARATE WRITTEN AGREEMENT WITH US. SEATING IN THE OPEN AREAS AT THE PREMISES IS SUBJECT TO AVAILABILITY AND IS NOT GUARANTEED. IN ADDITION, WE MAY HOST FROM TIME TO TIME CERTAIN EVENTS IN THE OPEN SPACE AND LOUNGE AREAS AND DURING SUCH TIME YOUR ACCESS TO THIS PART OF THE PREMISES MAY BE RESTRICTED. DURING SUCH EVENTS, THERE MAY BE ADDITIONAL NOISE AND DISTRACTIONS THAT MAY AFFECT THOSE WORKING AT DEDICATED WORK DESKS OR PRIVATE OFFICES.
SERVICE RESTRICTIONS
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YOUR MEMBERSHIP IS SPECIFIC TO YOU. YOU CANNOT ADD ADDITIONAL MEMBERS TO YOUR ACCOUNT OR SHARE YOUR ACCOUNT CREDENTIALS OR ACCESS DEVICE WITH ANY OTHER INDIVIDUAL. FURTHERMORE, YOU MUST NOT USE ANY SERVICES OR ANY SPACE YOU RESERVE OR OCCUPY IN THE PREMISES IN A “RETAIL,” “MEDICAL,” OR OTHER NATURE INVOLVING FREQUENT USE BY OR VISITS FROM MEMBERS OF THE PUBLIC OR WHICH IN OUR REASONABLE OPINION WILL DAMAGE OUR GOODWILL AND REPUTATION.
SECURITY
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YOU WILL BE REQUIRED TO PRESENT YOUR SHACK15 MEMBER PROFILE CARD ON YOUR SHACK15 MOBILE APP TO SECURITY AT THE FERRY BUILDING AND SHACK15 RECEPTION IN ORDER TO GAIN ACCESS TO THE SPACE. YOU MAY BE REQUIRED TO PRESENT VALID, GOVERNMENT-ISSUED PHOTO IDENTIFICATION IN ORDER TO GAIN ACCESS TO THE PREMISES. FOR SECURITY PURPOSES, WE MAY REGULARLY RECORD VIA VIDEO CERTAIN AREAS OF THE PREMISES. IF WE DEEM IT REASONABLY NECESSARY, WE MAY DISCLOSE INFORMATION ABOUT YOU TO SATISFY APPLICABLE LAW, RULE, REGULATION, LEGAL PROCESS OR GOVERNMENT REQUEST, OR TO PROTECT US, OUR MEMBERS, OR OTHER INDIVIDUALS, OR ANY OF OUR OR THEIR PROPERTY. IT IS YOUR OBLIGATION TO NOTIFY ANY OF YOUR GUESTS ABOUT THIS POLICY. WE MAY USE VIDEO RECORDING DEVICES TO MONITOR AND RECORD ACTIVITIES AT THE PREMISES FOR SECURITY PURPOSES.
PROPERTY
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WE ARE NOT RESPONSIBLE FOR ANY PROPERTY YOU LEAVE BEHIND IN THE PREMISES. IT IS YOUR RESPONSIBILITY TO ENSURE THAT YOU HAVE RETRIEVED ALL OF YOUR PERSONAL ITEMS PRIOR TO LEAVING. PRIOR TO THE TERMINATION (INCLUDING, WITHOUT LIMITATION, PURSUANT TO SECTION 12 (MEMBERSHIP TERMINATION) BELOW) OR EXPIRATION OF YOUR MEMBERSHIP, YOU MUST REMOVE ALL OF YOUR PROPERTY FROM THE PREMISES. AFTER PROVIDING YOU WITH REASONABLE NOTICE, WE WILL BE ENTITLED TO DISPOSE OF ANY PROPERTY REMAINING IN THE PREMISES, AND YOU WAIVE ANY CLAIMS OR DEMANDS REGARDING SUCH PROPERTY OR OUR HANDLING OF SUCH PROPERTY. YOU WILL BE RESPONSIBLE FOR PAYING ANY FEES REASONABLY INCURRED BY US REGARDING SUCH REMOVAL. YOU MAY BE HELD LIABLE (AND DO HEREBY AUTHORIZE US TO CHARGE YOU) FOR THE REPAIR COST FOR ALL DAMAGE TO THE PREMISES AND ITEMS THEREIN CAUSED BY YOU OR YOUR GUESTS OR INVITEES.
MEMBERS ARE RESPONSIBLE FOR ENSURING THAT GUESTS ABIDE BY THIS RULE. MEMBERS WILL BE HELD ACCOUNTABLE IF THEY OR THEIR GUESTS DISCLOSE ANY OTHER MEMBERS OR GUESTS WHO ARE IN SHACK15 IN ANY PRESS OR SOCIAL MEDIA INCLUDING FACEBOOK, TWITTER, INSTAGRAM AND ON PERSONAL BLOGS. SIMILARLY, MEMBERS AND THEIR GUESTS MUST REFRAIN FROM IDENTIFYING OR DESCRIBING ANY PRIVATE HIRE OR MEMBER EVENT OCCURRING AT SHACK15.
MEMBERS ARE RESPONSIBLE FOR ENSURING THEIR GUESTS ABIDE BY THIS RULE.
INTELLECTUAL PROPERTY OF OTHERS
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YOU MUST NOT DIRECTLY OR INDIRECTLY TAKE, COPY OR USE ANY INFORMATION OR INTELLECTUAL PROPERTY BELONGING TO SHACK15 LLC (OR ANY OF ITS PARENT OR AFFILIATE ENTITIES, PARTNERS, MEMBERS, OWNERS), OTHER MEMBERS OR MEMBER COMPANIES OR ANY OF THEIR GUESTS, INCLUDING WITHOUT LIMITATION PERSONAL NAMES, LIKENESSES, VOICES, BUSINESS NAMES, TRADEMARKS, SERVICE MARKS, LOGOS, TRADE DRESS, OTHER IDENTIFIERS OR OTHER INTELLECTUAL PROPERTY, OR MODIFIED OR ALTERED VERSIONS OF THE SAME.
TECHNICAL SUPPORT
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WE MAY PROVIDE YOU WITH TECHNICAL SUPPORT AT YOUR REQUEST. YOU AGREE THAT WE (A) ARE NOT RESPONSIBLE FOR ANY DAMAGE TO ANY OF YOUR ELECTRONIC EQUIPMENT OR SYSTEMS RELATED TO SUCH TECHNICAL SUPPORT OR SOFTWARE INSTALLATION; (B) DO NOT ASSUME ANY LIABILITY OR WARRANTY IN THE EVENT THAT ANY MANUFACTURER WARRANTIES ARE VOIDED; AND (C) DO NOT OFFER ANY VERBAL OR WRITTEN WARRANTY, EITHER EXPRESSED OR IMPLIED, REGARDING THE SUCCESS OF ANY TECHNICAL SUPPORT. FURTHERMORE, YOU ACKNOWLEDGE THAT YOU HAVE NO EXPECTATION OF PRIVACY WITH RESPECT TO OUR INTERNET CONNECTION, NETWORKS, TELECOMMUNICATIONS SYSTEMS OR INFORMATION PROCESSING SYSTEMS (INCLUDING ANY STORED COMPUTER FILES, EMAIL MESSAGES AND VOICE MESSAGES), AND YOUR ACTIVITY AND ANY FILES OR MESSAGES ON OR USING ANY OF THOSE DEVICES OR SYSTEMS MAY BE MONITORED AT ANY TIME WITHOUT NOTICE, INCLUDING FOR SECURITY REASONS AND TO ENSURE COMPLIANCE WITH OUR POLICIES, REGARDLESS OF WHETHER SUCH ACTIVITY OCCURS ON EQUIPMENT OWNED BY YOU OR US.
YOU AND OTHER MEMBERS
11
WE DO NOT CONTROL AND ARE NOT RESPONSIBLE FOR THE ACTIONS OF OTHER MEMBERS OR ANY OTHER THIRD PARTIES. IF A DISPUTE ARISES BETWEEN MEMBERS OR THEIR INVITEES OR GUESTS, WE SHALL HAVE NO RESPONSIBILITY OR OBLIGATION TO PARTICIPATE, MEDIATE OR INDEMNIFY ANY PARTY. WE DO NOT ENDORSE, SUPPORT OR VERIFY THE FACTS, OPINIONS OR RECOMMENDATIONS OF OUR USERS OR MEMBERS.
MEMBERSHIP TERMINATION
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IF YOU FAIL, OR IF WE SUSPECT THAT YOU HAVE FAILED, TO COMPLY WITH ANY OF THE PROVISIONS OF THESE TERMS, OR UPON THE EXPIRATION, TERMINATION OR OTHER LOSS OF OUR RIGHTS UNDER OUR LEASE WITH THE LANDLORD OF THE PREMISES, OR AT ANY OTHER TIME WHEN WE IN OUR REASONABLE DISCRETION SEE FIT TO DO SO, WE MAY, AT OUR SOLE DISCRETION, RESTRICT YOUR ACCESS TO YOUR ACCOUNT AND THE SERVICES AND/OR TERMINATE YOUR MEMBERSHIP WITH IMMEDIATE EFFECT AND POSSIBLY WITHOUT PRIOR NOTICE TO YOU. IN ADDITION, WE MAY DECLINE TO RENEW YOUR SUBSCRIPTION FOR ANY OR ALL SERVICES AT THE END OF YOUR SUBSCRIPTION PERIOD FOR ANY REASON OR FOR NO REASON. NO REASON.
SUBORDINATION
13
THIS AGREEMENT IS BE SUBJECT AND SUBORDINATE TO OUR LEASE WITH OUR LANDLORD OF THE PREMISES AND TO ANY MODIFICATIONS OR AMENDMENTS THERETO. IF OUR LEASE IS TERMINATED FOR ANY REASON WHATSOEVER, THIS AGREEMENT WILL TERMINATE SIMULTANEOUSLY WITH SUCH TERMINATION WITHOUT ANY LIABILITY OF US TO YOU. IF WE REQUEST, YOU AGREE TO PROMPTLY SIGN AND PROVIDE TO US THE APPROVED USER FORM, SUBSTANTIALLY IN THE FORM ATTACHED TO THIS AGREEMENT. WE MAY CONDITION THE EFFECTIVENESS OF YOUR MEMBERSHIP ON OUR RECEIPT OF THE SIGNED FORM FROM YOU.
NO LIABILITY FOR THIRD PARTY PRODUCTS OR SERVICES
14
THE SERVICES MAY PROVIDE YOU WITH ACCESS TO THIRD-PARTY PRODUCTS OR SERVICES. THE SERVICES MAY ALSO PROVIDE YOU WITH ACCESS TO ADVERTISEMENTS FROM OUR OTHER THIRD-PARTY BUSINESS PARTNERS. WE ARE NOT RESPONSIBLE FOR THE CONTENT OF THESE ADVERTISEMENTS OR ANY LINKS, PRODUCTS, SERVICES OR OTHER MATERIALS RELATING TO ANY THIRD PARTY PRODUCTS, SERVICES, ADVERTISEMENTS OR OTHER MATERIALS. IN NO EVENT WILL WE BE LIABLE, DIRECTLY OR INDIRECTLY, TO ANYONE FOR ANY DAMAGE OR LOSS RELATING TO ANY USE OF OR RELIANCE ON ANY ADVERTISEMENT ON THE SERVICES OR ANY PRODUCTS, SERVICES OR OTHER MATERIALS RELATING TO ANY ADVERTISEMENT. YOU AGREE THAT OUR MAKING AVAILABLE ACCESS TO OR DISCOUNTS FOR THESE THIRD-PARTY SERVICES DOES NOT CONSTITUTE PROVISION OF SUCH THIRD-PARTY SERVICES BY US, AND YOU WILL LOOK SOLELY TO THE APPLICABLE THIRD PARTY FOR PROVISION OF THE APPLICABLE THIRD-PARTY SERVICES AND FOR COMPENSATION FOR ANY CLAIMS, DAMAGES, LIABILITIES OR LOSSES YOU MAY INCUR IN CONNECTION WITH SUCH THIRD PARTY SERVICES.
EXCLUSION OF INCIDENTAL, CONSEQUENTIAL
AND CERTAIN OTHER DAMAGES
15
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SHACK15 OR ITS AFFILIATES, OFFICERS, OWNERS, MEMBERS, PARTNERS, AGENTS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS, AND ASSIGNS, 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; THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES;UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES 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 SHACK15, AND EVEN IF SHACK15 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LIMITATION OF LIABILITY AND REMEDIES
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THE ENTIRE LIABILITY OF SHACK15 AND ITS AFFILIATES, OFFICERS, OWNERS, AGENTS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS AND ASSIGNS UNDER ANY PROVISION OF THE TERMS 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. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOUVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THESE TERMS OF SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.
RELEASE AND INDEMNITY
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TO THE GREATEST EXTENT PERMITTED BY LAW, YOU RELEASE, AND HEREBY AGREE TO INDEMNIFY, DEFEND AND SAVE HARMLESS, SHACK15 AND ITS SUBSIDIARIES (WHETHER OR NOT WHOLLY-OWNED), AFFILIATES AND DIVISIONS, ANY LANDLORD OF THE PREMISES, ANY LENDER HOLDING A SECURITY INTEREST IN THE PREMISES, ANY GROUND LESSORS, AND THEIR PAST, PRESENT AND FUTURE OWNERS, OFFICERS, PARTNERS, AGENTS, SHAREHOLDERS, MEMBERS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS, AND ASSIGNS, JOINTLY AND INDIVIDUALLY, FROM AND AGAINST ALL CLAIMS, LIABILITIES, LOSSES, DAMAGES, COSTS, EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY’S FEES), JUDGMENTS, ACTIONS OF ANY KIND AND INJURY (INCLUDING DEATH), FINES AND PENALTIES BASED UPON OR ARISING OUT OR RELATING TO (A) YOUR PARTICIPATION IN OR USE OF THE SERVICES OR (B) CAUSED IN WHOLE OR IN PART BY ANY ACT OR OMISSION OF YOU, YOUR AFFILIATES, YOUR INVITEES AND THEIR RESPECTIVE PARTNERS, MANAGERS, MEMBERS, OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, OR INVITEES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” IF YOU ARE A RESIDENT OF ANOTHER JURISDICTION, YOU WAIVE ANY COMPARABLE STATUTE OR DOCTRINE.
GOVERNING LAW
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THESE TERMS AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF CALIFORNIA WITHOUT REGARD TO ITS CONFLICTS OF LAWS PROVISIONS. YOU AGREE THAT THE COURTS LOCATED IN SAN FRANCISCO, CALIFORNIA WILL BE THE EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES ARISING THAT MAY RELATE TO THESE TERMS OR YOUR MEMBERSHIP.
GENERAL PROVISIONS
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THESE TERMS AS WELL AS OUR HOUSE RULES AND ANY FEATURE-SPECIFIC GUIDELINES, TERMS OR RULES THAT MAY BE POSTED OR PROVIDED TO YOU CONSTITUTE THE ENTIRE AGREEMENT BETWEEN US REGARDING THE SERVICES AND SUPERSEDES AND MERGES ANY PRIOR PROPOSALS, UNDERSTANDINGS AND CONTEMPORANEOUS COMMUNICATIONS. IF ANY PROVISION OF THESE TERMS AND/OR ANY FEATURE-SPECIFIC GUIDELINES, TERMS OR RULES THAT MAY BE POSTED OR PROVIDED TO YOU ARE HELD TO BE UNENFORCEABLE, THEN THAT PROVISION IS TO BE INTERPRETED EITHER BY MODIFYING IT TO THE MINIMUM EXTENT NECESSARY TO MAKE IT ENFORCEABLE (IF PERMITTED BY LAW) OR DISREGARDING IT (IF NOT). IF AN UNENFORCEABLE PROVISION IS MODIFIED OR DISREGARDED IN ACCORDANCE WITH THIS PARAGRAPH, THE REST OF THESE TERMS AND/OR ANY FEATURE-SPECIFIC GUIDELINES, TERMS OR RULES THAT MAY BE POSTED OR PROVIDED TO YOU ARE TO REMAIN IN EFFECT AS WRITTEN, AND THE UNENFORCEABLE PROVISION IS TO REMAIN AS WRITTEN IN ANY CIRCUMSTANCES OTHER THAN THOSE IN WHICH THE PROVISION IS HELD TO BE UNENFORCEABLE. YOU MAY NOT ASSIGN YOUR RIGHTS UNDER THESE TERMS TO ANY OTHER PERSON WITHOUT OUR PRIOR WRITTEN CONSENT WHICH MAY BE WITHHELD IN OUR DISCRETION. THE FAILURE OF EITHER PARTY TO ENFORCE ITS RIGHTS UNDER THESE TERMS AT ANY TIME FOR ANY PERIOD WILL NOT BE CONSTRUED AS A WAIVER OF SUCH RIGHTS, AND THE EXERCISE OF ONE RIGHT OR REMEDY WILL NOT BE DEEMED A WAIVER OF ANY OTHER RIGHT OR REMEDY. NOTWITHSTANDING ANYTHING IN THESE TERMS TO THE CONTRARY, THESE TERMS IN NO WAY SHALL BE CONSTRUED AS TO GRANT YOU ANY TITLE, LEASE, EASEMENT, LIEN, POSSESSION OR RELATED RIGHTS IN OUR BUSINESS, PREMISES OR ANYTHING CONTAINED IN THE PREMISES. THESE TERMS CREATE NO TENANCY INTEREST (INCLUDING ANY SECURITY OF TENURE), LEASEHOLD ESTATE, OR OTHER REAL PROPERTY INTEREST. NEITHER PARTY WILL IN ANY WAY MISREPRESENT OUR RELATIONSHIP.
SURVIVAL
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YOUR OBLIGATION TO PAY ANY AMOUNTS DUE UNDER THIS AGREEMENT, YOUR OBLIGATION TO VACATE THE PREMISES AND REMOVE YOUR PERSONAL PROPERTY, SECTION 9 (INTELLECTUAL PROPERTY OF OTHERS), ANY WAIVERS, RELEASES OR INDEMNIFICATION OBLIGATIONS, AND ALL OTHER PROVISIONS OF THIS AGREEMENT REASONABLY EXPECTED TO SURVIVE THE EXPIRATION OR SOONER TERMINATION OF THIS AGREEMENT WILL SURVIVE SUCH EXPIRATION OR TERMINATION.
OFAC
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YOU REPRESENT AND WARRANT TO US THAT NEITHER YOU NOR ANY OTHER PERSON COVERED UNDER YOUR MEMBERSHIP IS OR WILL BE IN VIOLATION OF ANY LAWS RELATING TO TERRORISM OR MONEY LAUNDERING, OR AMONG THE PARTIES IDENTIFIED ON ANY LIST COMPILED PURSUANT TO EXECUTIVE ORDER 13224 FOR THE PURPOSE OF IDENTIFYING SUSPECTED TERRORISTS OR ON THE MOST CURRENT LIST PUBLISHED BY THE U.S. TREASURY DEPARTMENT OFFICE OF FOREIGN ASSETS CONTROL AT ITS OFFICIAL WEBSITE, HTTPS://WWW.TREASURY.GOV/OFAC/DOWNLOADS/SDNLIST.PDF OR ANY REPLACEMENT WEBSITE OR OTHER REPLACEMENT OFFICIAL PUBLICATION OF SUCH LIST.
NOTICES
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ALL NOTICES UNDER THIS AGREEMENT MAY BE GIVEN VIA EMAIL, AND WILL BE EFFECTIVE ON THE FIRST BUSINESS DAY AFTER BEING SENT. ALL NOTICES WILL BE SENT VIA EMAIL TO THE EMAIL ADDRESSES SPECIFIED IN YOUR MEMBERSHIP PROFILE UNLESS OTHERWISE PROVIDED IN THIS AGREEMENT. [NOTE: YOU MAY NEED TO ADJUST THIS FOR CORPORATE MEMBERSHIPS, E.G., WHERE THERE ARE DIFFERENT USERS UNDER ONE MEMBERSHIP, SO THAT EMAILS ARE GETTING TO EVERYONE WHO IS ON THE MEMBERSHIP.]
FORCE MAJEURE
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WE WILL NOT BE LIABLE FOR, AND WILL NOT BE CONSIDERED IN DEFAULT OR BREACH OF THIS AGREEMENT, ANY ABILITY TO PROVIDE YOU WITH ACCESS TO THE PREMISES OR WITH THE SERVICES AS A RESULT OF EVENTS BEYOND OUR REASONABLE CONTROL.
NON-DISCRIMINATION
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SHACK15 LLC DOES NOT DISCRIMINATE ON THE BASIS OF THE FACT OR PERCEPTION OF A PERSON’S RACE, COLOR, CREED, RELIGION, NATIONAL ORIGIN, ANCESTRY, AGE, SEX, SEXUAL ORIENTATION, GENDER IDENTITY, DOMESTIC PARTNER STATUS, MARITAL STATUS, DISABILITY OR ACQUIRED IMMUNE DEFICIENCY SYNDROME OR HIV STATUS AGAINST ANY PERSON SEEKING MEMBERSHIP FOR USE OF THE PREMISES AND ENJOYMENT OF THE SERVICES.