Atlanta Tech Village—Membership Agreement
In consideration of your payment in advance of the cost of the Membership Package you selected and the representations, warranties and covenants you make in this Membership Agreement, Atlanta Technology Ventures LLC ("ATV") will provide the services and benefits described in the Membership Package you selected, including use of the space at the Atlanta Tech Village located at 3423 Piedmont Road NE, Atlanta, Georgia 30305 (referred to herein as the "Atlanta Tech Village" or the "Facility") specifically assigned by ATV to you for your use, if any (collectively, the "Services"), subject to this Membership Agreement and to the rules posted on the Atlanta Tech Village website (the "Members Community Manifesto"). For purposes of this Membership Agreement, the Members Community Manifesto and internal and external Atlanta Tech Village communications, you may be referred to as a "member" of Atlanta Tech Village, that you have a "membership" in Atlanta Tech Village, and that this is your "membership agreement". Those references are not intended and shall not be construed to imply you have an ownership interest in ATV or the Facility, or that the Atlanta Tech Village is a club.
Nature of this Agreement
The whole of the Facility remains in ATV’s possession and control. YOU ACKNOWLEDGE AND AGREE THAT THIS MEMBERSHIP AGREEMENT CREATES NO TENANCY INTEREST, LEASEHOLD ESTATE, USUFRUCT, OR OTHER REAL PROPERTY INTEREST IN YOUR FAVOR WITH RESPECT TO THE FACILITY. YOU FURTHER ACKNOWLEDGE AND AGREE THAT NEITHER THE SERVICES PROVIDED BY ATV NOR THIS MEMBERSHIP AGREEMENT SHALL IN ANY MANNER CREATE OR CONSTITUTE A LANDLORD/TENANT RELATIONSHIP. Instead, ATV is giving you the right to share with ATV the use of the Facility on the terms provided herein so that ATV can provide the Services to you. This Membership Agreement is personal to you and cannot be transferred to anyone else. The Membership Package you select reflects the number of people that are permitted to access the Facility on your behalf and ATV will provide key cards to be assigned to those people. Sharing of key cards is prohibited and may result in termination of access to the Facility.
The standard term for all Atlanta Tech Village memberships is one month, unless the date that you join Atlanta Tech Village as a new member (the “Effective Date”) is a day other than the first day of the month, in which case your initial term will begin on the Effective Date and will expire on the last day of the first full month after the Effective Date. Your first payment will be for one month plus a prorated amount for any partial month. All Atlanta Tech Village memberships expire and/or renew on the last day of the month (the "Renewal Date"). Membership fees are posted on the Atlanta Tech Village website and are subject to change. ATV will post any increase in fees at least 30 days prior to any increase becoming effective.
Renewal and Termination
After the initial term, all renewals will be for a term of one month. If you decide for any reason not to renew your membership for a Hot Desk, Reserved Desk, or a Private One Room Office, then you must give ATV written notice at least 30 days prior to the next Renewal Date; if your membership is for a Private Suite with two or more rooms, then you must give ATV written notice at least 60 days prior to the next Renewal Date. If you continue to use your assigned space after the applicable 30-day or 60-day day period has expired, then ATV will charge you 150% of your regular rate for such use. Similarly, if ATV decides for any reason not to renew your membership, then ATV will give you written notice containing the date of termination. If neither of us gives notice of non-renewal, then your membership will be automatically renewed for a one-month period provided that if you do the following on or before the Renewal Date: (A) accept the then-current Membership Agreement and (B) pay the applicable membership fee. If you fail to do both (A) and (B) on or before the Renewal Date, then ATV reserves the right to charge you a late fee. If you fail to do both (A) and (B) on or before the 5th day following the Renewal Date, then ATV will terminate your membership. If the Membership Package is one with an assigned space within the Facility, then ATV will usually be able to assign to you that same space on each renewal, although you acknowledge that you are not guaranteed the same space assignment and ATV reserves the right to move your assigned space within the Facility. If ATV concludes that you are not using your assigned space on a regular basis, then ATV reserves the right to move your assigned space to another location within the Facility, terminate your membership or convert your membership to one that does not include an assigned space. In either case, you would be entitled to an appropriate prorated refund of any membership fee that you have paid.
Members Community Manifesto
You acknowledge and agree that you will follow the Members Community Manifesto (in its current form and as amended from time to time) at all times during the term of your membership. From time to time, ATV may unilaterally amend the Members Community Manifesto applicable to, as well as benefiting, all members. An updated Members Community Manifesto will be maintained on the Atlanta Tech Village website.
You agree that while you are a member, in the Facility or using the Services, you will not: a. Use the Facility or Services for any purpose that is unlawful or prohibited by this Membership Agreement and Members Community Manifesto, or interfere with the use of the Facility by ATV or by others, cause any nuisance, harass or create a hostile environment based on race, color, religion, gender, national origin, age, disability, or any other protected characteristics for other members, guests, or ATV staff, cause an increase in ATV’s insurance premiums or cause loss or damage to ATV or any other member or user of the Facility; b. Place anything, or allow anything to be placed, in the common areas, in any, or near the glass or any window, door, partition or wall which may in ATV’s judgment, appear unsightly from the common areas or from the outside of the Facility; c. Use the Facility for retail activity open to the general public, use the Facility in any way that creates a health or safety risk, including, without limitation, chemical, biological or medical research, or otherwise conduct activities at the Facility that are inconsistent with an office environment; d. Bring into the Facility, or knowingly permit guests or invitees to bring into the Facility, any hazardous, flammable or combustible materials, explosives, fireworks or weapons, regardless of whether you possess a concealed carry permit; e. Install fixtures to or otherwise undertake any structural or cosmetic changes to the Facility building, parking deck or surrounding areas, including, without limitation, moving, removing or adding walls, painting walls, removing or adding doors, installing or removing carpet or other flooring, disabling or tampering with HVAC, elevators, fire alarms, fire doors or security systems, or adding or removing locks on doors or windows; f. Install any cabling, IT or telecom connections without ATV’s consent, which may be refused in its absolute discretion; g. Obstruct or use for any purpose other than for ingress to and egress from the Facility, the sidewalks, halls, passages, exits, entrances, elevators and stairways; h. make any holes in the walls of any assigned space or any community space in the Facility, i. make any modifications or additions to any assigned space, j. use, copy, take or modify any information or intellectual property, including without limitation, trademarks, trade secrets, logos, or confidential or proprietary information, belong to ATV or other members without the written consent of such party, or k. permit any individuals under the legal drinking age to consume alcohol at the Facility. The halls, passages, exits, entrances, elevators, stairways, balconies and roof are not for the use of the general public and ATV shall, in all cases, retain the right to control and prevent access thereto by all persons whose presence in the judgment of ATV reasonably exercised, may adversely affect the safety, character, reputation and interests of the Atlanta Tech Village.
Access to the Internet is provided to you in the Facility during the term of your membership. All devices you bring to the Village need to operate off of 5 ghz to access our super-fast wifi. Service interruptions, if they occur, will be handled promptly. ATV is not responsible for any data, business or other losses as a result of such interruptions. You are responsible to protect your own computer and data from electrical surges, theft, malware, virus, or other malicious attack.
Unless otherwise agreed by ATV in writing, you are receiving a single user account solely for your use of the Internet through one unit per login session. You agree not to resell any aspect of the Internet service, whether for profit or otherwise, share your IP address or ISP Internet connection with anyone, access the Internet service simultaneously through multiple units or to authorize any other individual or entity to use the Internet service. You agree that sharing the Internet service with another party breaches this Membership Agreement and may constitute fraud or theft, for which ATV reserves all rights and remedies. You have no rights, proprietary or otherwise, to a specific IP or other address, log-in name, or password that you use on our network. ATV may change your address, log-in name or password at any time. ATV will assign you an IP address each time you access the Internet service, and it will vary. You may not assign your log-in name, password or IP address to any other person. You agree not to use the Internet service, any ATV or related network or website for any fraudulent, unlawful, harassing or abusive purpose, or so as to damage or cause risk to our business, reputation, employees, subscribers, facilities, or to any person.
Improper uses of the Internet provided as part of the Internet service, include, but are not limited to:
a. Violating any applicable law or regulation; b. Posting or transmitting (either uploading or downloading) content you do not have the right to post or transmit; c. Posting or transmitting (either uploading or downloading) content that infringes a third party's trademark, patent, trade secret, copyright, publicity, privacy, or other right; d. Posting or transmitting (either uploading or downloading) content that is unlawful, untrue, stalking, harassing, libelous, defamatory, abusive, tortious, threatening, obscene, hateful, harmful or otherwise objectionable as determined in ATV’s sole discretion; e. Attempting to intercept, collect or store data about third parties without their knowledge or consent; f. Deleting, tampering with or revising any material posted by any other person or entity (other than with respect to sites and services owned or managed by you); g. Accessing, tampering with or using non-public areas of the Internet service or any ATV or related website, computer systems or network; h. Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures (other than by an authorized Internet security firm); i. Attempting to access or search the Internet service or any ATV or related network or website with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by ATV or other generally available third party web browser; j. Sending unsolicited messages, including, without limitation, promotions or advertisements for products or services, "pyramid schemes", "spam", "chain mail" or "junk mail"; k. Using the Internet service or any ATV or related website or network to send altered, deceptive or false source-identifying information; l. Attempting to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Internet service or any ATV or related website or network; m. Uploading files that contain viruses, Trojan Horses, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of ATV’s computer or property of another; n. Interfering or attempting to interfere with the access of any user, host or network, including, without limitation, sending a "virus" to the Internet service or any ATV or related website or network, overloading, "flooding," "spamming," "crashing," or "mailbombing" the Internet service or any ATV or related website or network; or o. Impersonating or misrepresenting your affiliation with any person or entity.
If ATV suspects violations of any of the above, ATV will investigate and shall have the right to institute legal action, immediately deactivate your access to Internet service in the Facility without prior notice to you, and cooperate with law enforcement authorities in bringing legal proceedings against you. You agree to reasonably cooperate with ATV in investigating suspected violations.
Rights to Publicity; Required Disclosure
You agree to allow ATV to publish your name, company name, title, website, likeness and other similar details on the web or in print; provided, however, that ATV shall have no obligation to do so. ATV reserves the right at all times to disclose any information about you, your participation in and use of the Services as ATV deems necessary to satisfy any applicable law, regulation, legal process or governmental request.
If your membership includes assigned space, ATV staff may need to enter the space you’ve been assigned and may do so at any time. Except in the event of an emergency, routine inspection, cleaning or maintenance, we will attempt to notify you verbally or electronically in advance when ATV staff or contractors need access to carry out testing, repair or works other than routine inspection, cleaning and maintenance.
ATV may immediately terminate your membership and the rights granted to you herein if your conduct, or that of someone at the Facility with your permission or invitation, materially interferes with the operation of the Facility or the use of the Facility by other members, or results in material damage to property, injury or threat to ATV or its staff or other members.
ATV may immediately terminate your membership and the rights granted to you herein if you breach the Membership Agreement or fail to comply with the Members Community Manifesto and such breach or failure is not cured within 10 days after ATV gives written notice to you of such breach or noncompliance. The right to notice and cure set forth in this paragraph do not apply to the circumstances described in the immediately preceding paragraph. Except as otherwise set forth herein, if ATV terminates your membership for any reason it shall not be required to refund any fees to you.
Upon expiration or termination of your membership, you agree to immediately remove any and all of your personal property from the Facility and vacate the Facility. You acknowledge that ATV is entitled to treat you as a trespasser if you fail to vacate promptly. If you fail to remove your property from the Facility, ATV may remove your property from the Facility and store your property at your expense, without being liable for any damage to the property. 30 days after the termination or expiration of your membership, ATV may dispose of your property.
Upon the expiration of the membership or termination of the Services for any reason, you agree to leave any space you have used in the same condition as when you originally began utilizing it, reasonable wear and tear excepted. If you do not, then ATV may charge you a cleaning fee of at least $200.00. In the event of any damage, you also agree to reimburse ATV for the reasonable costs of repair. You agree to return to ATV all Facility keys and passes in your possession.
You hereby represent and warrant that you are 18 years of age or older and have all requisite legal power and authority to enter into this Membership Agreement and abide by the terms and conditions of this Membership Agreement and the Members Community Manifesto 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.
ATV carries liability and property insurance for the Facility and ATV-owned property. You are not required but ATV strongly suggests that you carry an insurance policy to cover your own equipment and personal property while using space at the Facility.
THE FACILITY, FURNISHINGS, EQUIPMENT AND SERVICES ASSOCIATED WITH THIS MEMBERSHIP ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. ATV DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ATV OR ANY OF ITS AFFILIATES, THEIR RESPECTIVE PAST, PRESENT AND FUTURE SHAREHOLDERS, PARTNERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES OR AGENTS (THE "ATV PARTIES") BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY RELATED TO OR CONNECTED WITH ANY USE OF THE FACILITY, MATERIALS, EQUIPMENT OR SERVICES CONTEMPLATED BY THIS MEMBERSHIP AGREEMENT OR THE ACTS OF THE OTHER MEMBERS OF THE ATLANTA TECH VILLAGE, INCLUDING, WITHOUT LIMITATION, ANY BODILY INJURY, DEATH OR PROPERTY DAMAGE, AND EVEN IF ATV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE AGGREGATE LIABILITY OF THE ATV PARTIES, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR IN ANY WAY RELATED TO OR CONNECTED WITH ANY USE OF THE FACILITY, MATERIALS, EQUIPMENT OR SERVICES CONTEMPLATED BY THIS MEMBERSHIP AGREEMENT SHALL NOT EXCEED ANY AMOUNTS PAID BY YOU TO ATV DURING THE YEAR PRECEDING THE ACT OR OMISSION OUT OF WHICH SUCH LIABILITY ARISES.
You agree to defend, indemnify and hold harmless the ATV Parties from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees), judgments, fines and penalties based upon or arising out of or related to your activities at the Facility, including, without limitation, any actual or threatened suit, demand or claim arising out of or relating to your use of the Facility, your violation of this Membership Agreement or the Members Community Manifesto or damage or injury that you cause to any third party.
This Membership Agreement and the rights and obligations hereunder may not be assigned, delegated or transferred by you by intentional act or operation of law or otherwise. This Membership Agreement and the rights and obligations hereunder shall be freely assignable by ATV, without your consent.
Waiver or Modification
Any waiver of a breach of any provision of this Membership Agreement shall not operate as, or be construed to be, a waiver of any other breach of such provision of this Membership Agreement. The failure to insist on strict adherence to any term of this Membership Agreement or the Members Community Manifesto on one or more occasions shall not be considered a waiver or deprive ATV of the right thereafter to insist on strict adherence to that term or any other term of this Membership Agreement and the Members Community Manifesto. Neither this Membership Agreement nor any part of it may be waived, changed or terminated orally, and any waiver, amendment or modification must be in writing signed by an authorized member of the staff of ATV.
Choice of Law
This Membership Agreement will be governed and construed and enforced in accordance with the laws of the State of Georgia, without regard to its conflicts of law rules.
All notices given under this Membership Agreement to you shall be in writing and shall be addressed to the most recent email address provided by you to ATV as your address for receiving official notices, delivered to you in person, or delivered to your home address on file at ATV via US Mail. If notice is given by US mail, notice shall be deemed given upon the earlier of actual receipt or 3 business days after the same was posted. All notices to ATV shall be emailed to ATV care of the Community Manager.
In the event that any provision or portion of this Membership Agreement is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this Membership Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.
This Membership Agreement, together with the Registration Form and Members Community Manifesto contains the entire understanding of ATV and you relating to the subject matter of this Membership Agreement and supersedes all other prior written or oral agreements, understandings or arrangements between ATV and you relating to the subject matter hereof.
Acts of God
ATV will not be responsible for and will not be considered in default of this Membership Agreement for delays or failure to perform as a result of acts of God, fire or other casualty loss, strikes, boycotts, or other conditions outside the reasonable control of ATV.
You hereby represent that you have not used a broker or agent in connection with this Membership Agreement. You hereby agree to indemnify ATV against any claims arising from a breach of this representation.
Waiving of Liability Relating to Coronavirus/COVID-19
The novel coronavirus, COVID-19, has been declared a worldwide pandemic by the World Health Organization. COVID-19 is known to be extremely contagious. The virus is known to spread from person-to-person contact, via droplets and aerosols in the air, and/or by contact with contaminated surfaces and objects. People can be infected and show no symptoms and nonetheless spread the disease to others. There is no known treatment, cure, or vaccine for COVID-19. COVID-19 can cause serious and potentially life-threatening illness and even death.
The Atlanta Tech Village, its owner Atlanta Technology Ventures LLC, and its management (collectively "ATV") cannot prevent you from becoming exposed to, contracting, or spreading COVID-19 while utilizing ATV’s services or premises. It is not possible to completely protect against the presence of the disease. Therefore, if you choose to enter ATV’s premises you may be exposing yourself to and/or increasing your risk of contracting or spreading COVID-19.
ASSUMPTION OF RISK: I have read and understood the above warning concerning COVID-19. I hereby choose to accept the risk of contracting COVID-19 in order to utilize ATV’s services and enter ATV’s premises. These services are of such value to me that I accept the risk of being exposed to, contracting, and/or spreading COVID-19 in order to utilize ATV’s services and premises in person rather than arranging for an alternative method of enjoying the same services virtually (e.g. videoconference).
WAIVER OF LAWSUIT/LIABILITY: I hereby forever release and waive my right to bring suit against ATV and its owners, officers, directors, managers, officials, trustees, agents, employees, or other representatives in connection with exposure, infection, and/or spread of COVID-19 related to utilizing ATV’s services and premises. I understand that this waiver means I give up my right to bring any claims including for personal injuries, death, disease or property losses, or any other loss, including but not limited to claims of negligence and give up any claim I may have to seek damages, whether known or unknown, foreseen or unforeseen.
CHOICE OF LAW: I understand and agree that the law of the State of Georgia will apply to this contract.
I HAVE CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS RELEASE, AND FREELY AND KNOWINGLY ASSUME THE RISK AND WAIVE MY RIGHTS CONCERNING LIABILITY AS DESCRIBED ABOVE.
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