Terms of Service

MEMBERSHIP AGREEMENT

Makeshift Spaces, a company duly incorporated under

the laws of British Columbia, with a registered address of

308-877 Hastings Street East

Vancouver, BC

V6A 3Y1

 

(the “Company”)

 

AND:

 

(the “Member”)

 

(collectively referred to as the “Parties”)

 

WHEREAS:

 

1. The Company operates a membership-based co-working space located at 308-877 West Hastings Street (the “Facilities”).

 

1. The Member would like to become a member and have access to the Facilities as set out in this Agreement.

 

THEREFORE in consideration of the mutual promises contained within this Agreement, the Parties hereby agree as follows:

 

Definitions:

 

“Confidential Information” means all information (whether in oral, written or electronic form) relating to the business, technology, personnel, marketing, customers, finances, products or services of the Company or any member or user of the Facilities, but excludes any information that:

• was lawfully in the possession of the Member before receiving it from the other party;
• is provided in good faith to the Member by a third party without breaching any rights of the Company;
• is generally available to, or accessible by, the public through no fault of the Member;
• is independently developed by the Member without use of the Confidential Information; or
• is disclosed by operation of law.

 

1. Term and Termination

 

• This Agreement shall commence as of the Effective Date and shall continue in force and effect for the term set out Schedule A, the individual membership agreement, which is attached to and forms part of this Agreement (the “Initial Term”). The Member may not terminate this Agreement during the Initial Term. Upon expiry of the Initial Term, this Agreement shall automatically renew on a month-to-month basis unless and until terminated in accordance with this Agreement. The Initial Term and any renewal term(s) shall be collectively referred to as the “Term.”

 

• Following expiry of the Initial Term and the renewal of this Agreement on a month-to-month basis, the Member may terminate this Agreement upon at least thirty (30) days’ written notice to the Company.

 

• The Company may terminate this Agreement at any time:

 

1. upon thirty (30) days’ written notice to the Member; or

 

1. immediately and without notice, if the Member breaches this Agreement or acts in any way that is, in the sole discretion of the Company, offensive to or endangers the well-being of Company staff or other members.

 

• If this Agreement is terminated under sections 1.2 or 1.3(a), a pro-rated portion of any fees paid in advance shall be refunded to the Member, along with any returnable deposits, within thirty (30) days of termination. If the Company terminates this Agreement under section 1.3(b), then the Member shall remain responsible for all financial obligations of this Agreement, including paying any monthly fees remaining in the Initial Term.

 

2. Makeshift Spaces Membership

 

• During the Term, the Member shall have secured-entry access to the Facilities and use of the office equipment located therein (the “Equipment”). Reasonable use of electricity and wireless internet are also included. Other services provided to the Member, if any, are as set out in Schedule A.

 

• The Member shall at all times:

 

1. follow all Company policies and procedures, as amended from time to time (the “Policies”);

 

1. follow the directions of the staff regarding safety and security issues; and

 

1. treat all staff and other members with respect and courtesy.

 

• The Facilities include common areas and private meeting rooms. The private meeting rooms may be booked as set out in the Policies. It is the Member’s responsibility to book private meeting rooms as required. The Company makes no guarantee that private meeting rooms will be available at any given time.

 

• The Company reserves the right to amend the Policies from time to time and at its sole discretion. The Company shall notify the Member of any changes in writing and prior to such changes taking effect. The Policies are incorporated into and form part of this Agreement.

 

• The Facilities may be temporarily closed for periods of up to two (2) weeks each year for maintenance purposes. The Company reserves the right to add a periodic facility maintenance charge. If such a charge is implemented in the future, the Member shall be provided a minimum of sixty (60) days’ notice of the amount owed and due date.

 

• Following termination of this Agreement, the Member shall have no further right to access the Facilities, except to remove personal items. Personal items must be removed within fifteen (15) days of termination, after which period they shall become property of the Company. Further, following termination, the Member must immediately return any Company property in their possession or control, including but not limited to keys, key fobs, and Equipment.

 

• This Agreement grants a license to the Member to access and use the Facilities and Equipment. This Agreement does not grant to the Member a lease, tenancy, or any other ownership rights over the Facilities or Equipment or any part thereof.

 

3. Fees and Payment

 

• The Member agrees to pay to the Company all fees as set out in Schedule A. Monthly payments are due on the first day of each month. All payments shall be made via credit card.

 

• The Member shall notify the Company promptly if banking or credit card information used for automatic payment changes, or will be charged a declined payment fee and/or a late fee per delinquent payment. The Member agrees to pay 24% per annum or 2% per month interest on any outstanding amounts owed, and all costs of collection incurred by the Company if this account becomes more than 30 days past due. Unpaid fees by the Member may, at the Company’s discretion, also result in termination of this Agreement by the Company under section 1.3(b) of this Agreement, or the restriction of the Member’s access to the Facilities until fees are fully paid.

 

• All amounts in this Agreement are in Canadian dollars and do not include GST, PST, HST or other similar taxes unless otherwise noted.

 

4. Relationship
   • The Parties agree that Member is not an employee of the Company, nor is it the intent of the Parties to create a relation of employment, partnership, agency or joint venture. The Company shall have no rights to or ownership of the work, materials, or any intellectual property rights related thereto, produced by the Member using the Facilities or Equipment.

 

5. Disclaimers

 

• The Company shall act in good faith and in a commercially reasonable manner in working to remedy any flaws in the Facility or Equipment, or delays in providing access to the Facilities or Equipment to the Member; however, the Company explicitly disclaims all warranties of any kind, whether express or implied, including, without limitation, implied warranties of merchantability, and fitness for a particular purpose, title and non-infringement.

 

• Without limiting the generality of the forgoing, the Company does not warrant that:

 

1. the Facilities or Equipment will meet the Member’s requirements;

 

1. access to the Facilities will be uninterrupted, timely, secure, or error-free;

 

1. all Equipment will be available for use at all times;

 

1. the quality or reliability of the Facilities or Equipment will meet the Member’s expectations.

 

• The Company is not responsible for loss or damage to any personal property brought into or left at the Facilities. The Member is strongly encouraged to carry insurance that covers their personal equipment while using the Facilities.

 

6. Media Release

 

• The Member understands that they and their work may be photographed while using the Facilities. The Member agrees to allow such photos, videos, or film likeness (the “Company Media”) to be used for any legitimate purpose by the Company, and its respective producers, sponsors, organizers and/or assigns, in its discretion. The Member hereby waives all claims of ownership, income, editorial content, and use of the Company Media, and assigns all copyright ownership of the Company Media to the Company.

 

• The release in this section relates only to media created by the Company. The Member shall retain all ownership and intellectual property rights in and to their own work.

 

• The Company shall endeavor to provide notice prior to days on which Company Media may be taken. Such notice may be provided via email or by notice posted in the Facilities.

 

• If the Member objects to any use of their likeness by the Company, the Member may notify the Company and the Company will make commercially reasonable efforts to discontinue the use of such media.

 

7. Limitation of Liability

 

• The Member acknowledges that they are using the Facilities and Equipment at their own risk and their own free will. The Member further acknowledges they may have access to the Facilities and Equipment at times when there is no Company staff present. The Member assumes all risks associated with using the Facilities and Equipment alone without the aid and presence of Company staff on the premises.

 

• In no case shall the Company, or its shareholders, officers, directors, employees, partners, associates, affiliates, joint ventures, agents, and representatives, be liable for any damages whatsoever, including direct, indirect, incidental, punitive, special, consequential or exemplary damages, in connection with, or otherwise resulting from, any use of the Facilities and Equipment, even if the Company has been advised of the possibility of such damages.

 

• Without limiting the generality of the foregoing, the Company shall not be liable for any injury or illness, including death; damaged, lost, or stolen personal property; lost profits, revenues, or data; or other financial losses resulting from the Member’s use of the Facilities or Equipment, except in the case of gross negligence or willful misconduct by the Company.

 

• The Member shall indemnify, defend, protect and hold the Company and its shareholders, officers, directors, employees, partners, associates, affiliates, joint ventures, agents, and representatives harmless from and against all claims, losses or other amounts of whatever nature, and including reasonable legal fees, arising out of Member’s use of the Facilities and Equipment.

 

 

 

 

8. Confidentiality

 

• The Member covenants to keep in the strictest confidence and trust all Confidential Information at all times during the term of this Agreement and following its termination, and shall take all necessary or prudent precautions against unauthorized disclosure of the Confidential Information. The Member shall not directly or indirectly disclose, allow access to, transmit or transfer any of the Confidential Information to a third party, nor copy nor reproduce any of the Confidential Information except as may be reasonably required under this Agreement.

 

• The Member acknowledges that their workspace in the Facilities may be visible to other members or the public. It is the Member’s responsibility to keep their Confidential Information private. The Company makes no guarantees that third parties will not see, use, or disclose the Member’s Confidential Information.

 

9. Dispute Resolution

 

• In the event a dispute arises out of or in connection with this Agreement, the Parties shall attempt to resolve the dispute through friendly consultation.

 

• If the dispute is not resolved within a reasonable period then any or all outstanding issues shall be referred to mediation on notice by one party to the other, with the assistance of a neutral mediator jointly selected by the Parties. If the dispute cannot be settled within thirty (30) days after the mediator has been appointed, or within such other period as agreed to by the Parties in writing, either party may refer the dispute to arbitration under the International Commercial Arbitration Rules of Procedure of the British Columbia International Commercial Arbitration Centre (the “BCICAC”). The appointing authority shall be the BCICAC and the case shall be administered by the BCICAC in accordance with its Rules.

 

10. Notice

 

• All notices and communication between the Parties shall be delivered via email or telephone.

 

Contact information for the Company:

Telephone:

Email:

 

Contact information for the Member:

Telephone:

Email:

 

• Either party may change its contact information at any time and provide the new information immediately to the other party.

 

11. General

 

• In the event that any portion of this Agreement is held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect its original intentions and the remainder of the provisions shall remain in full force and effect.

 

• This Agreement shall not be amended except as provided herein or by written consent of both Parties.

 

• This Agreement shall be governed by, and construed under, the laws of the Province of British Columbia.

 

• This Agreement constitutes the entire understanding and agreement between the Parties and there are no covenants, representations, warranties or agreements other than those contained or specifically preserved under the terms of this Agreement.

 

• The waiver by a party of a breach, default, delay or omission of any of the provisions of this Agreement by the other party shall not be construed as a waiver of any subsequent breach of the same or other provisions.