Coworking Membership Agreement
Wayfinder Co-op offers a shared, community-driven workspace for the outdoor-inspired. It exists because of you and for you.
There are two ways to join Wayfinder:
- Coworking Membership
- All members who use the space are coworking members and must review and agree to this coworking Membership Agreement and the Wayfinder Membership Handbook.
- Co-op Membership
- Coworking members who meet the criteria of co-op membership and commit to an annual membership can become co-op members and enjoy benefits such as annual dividends.
Co-op Membership Criteria
- Co-op members must be companies that work within or promote the outdoor or active recreation industry. Types of companies include, but are not limited to, the following:
- Manufacturer/Supplier/Distributor (manufacturers, suppliers and distributors of all products used in outdoor recreation)
- Speciality Retailer/Sales Rep (independent specialty retailers and sales reps whose primary product sales are used in outdoor recreation)
- Media/PR Agency
Activities that these companies must promote include, but are not limited to, the following:
- camping (tent campsite, RV, lodge)
- fishing (recreational fly, non-fly)
- hunting (shotgun, rifle, bow)
- motorcycling (on-road, off-road)
- off-roading (ATV, ROV, dune buggy, 4X4/Jeep)
- snow sports (cross-country skiing, downhill skiing, Nordic skiing, snowboarding, snowmobiling, snowshoeing, telemark skiing)
- trail sports (day hiking on trail, backpacking, rock or ice climbing, running 3+ miles, horseback riding, mountaineering)
- water sports (kayaking, rafting, canoeing, surfing, SCUBA diving, sailing, stand-up paddling
- boating (cruising, sightseeing, wakeboarding, tubing, kneeboarding, water skiing)
- wheel sports (bicycling on paved road, bicycling off road, skateboarding)
- wildlife viewing
- fitness (yoga, pilates, physical therapy)
All Memberships Include:
- Access to high-speed wireless internet
- Free drop coffee in the community kitchen
- Free beer on tap in the community kitchen (12pm-5pm M-F)
- Access to the space during normal operating hours (8:00am – 5:00pm Monday thru Friday, except holidays).
- Access to conference rooms
- Access to event space rentals
- Access to events held in the space
- At the time of sign-up, two payments are due:
- The pro rata share of the current month’s membership payment
- The pre-payment of the final month’s membership payment
- All recurring membership payments are due on the first business day of each month.
- Wayfinder Co-op reserves the right to charge late fees and/or withhold services if payments are not received on time.
- Initial payments are processed by online payment or check.
- Monthly payments are processed automatically via credit card on file through the Proximity payment system.
Cancellation of Membership
- Monthly memberships require 30 days notice when cancelling membership.
- Annual memberships require 30 days notice prior to the annual renewal of their membership.
- The pre-paid last month of rent is applied and recurring charges end. For example:
- Member notifies Wayfinder of cancellation on June 15
- Pre-paid last month of rent is applied to month beginning of July 1
- No additional charges are made to member account
- Acceptance of Terms.
Wayfinder Co-op reserves the right to update the TOU at any time. Wayfinder Co-op will attempt to contact you to notify you of any updates within 30 days of their enactment using the contact information provided in the Membership Agreement.
- Description of Services.
Wayfinder Co-op may provide you with access to office space, workstations, Internet access, office equipment, conference space, knowledge resources, and other services as Wayfinder Co-op may provide from time to time (collectively, “Services”). 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. You may not use the Services in any manner that could damage, disable, overburden, or impair any Wayfinder Co-op server, or the network(s) connected to any Wayfinder Co-op 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 Wayfinder Co-op 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 this 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.
- Use of services.
You agree that when participating in or using the Services, you will not:
- Use the Services in connection with contests, 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 Wayfinder Co-op Services;
- 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 as limitation, 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 (including the Building Rules for 525 Santa Fe Drive);
- Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party;
- Violate any applicable laws or regulations; and
- Create a false identity for the purpose of misleading others.
Wayfinder Co-op reserves the right at all times to disclose any information about you, your participation in and use of the Services as Wayfinder Co-op 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 Wayfinder Co-op’s sole discretion.
- You acknowledge and agree that during your participation in 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 Wayfinder Co-op, or any participant or user of the Services or any employee, affiliate, or agent thereof, that is non-public, confidential or proprietary in nature.
Confidential Information also includes, without limitation, information about business, sales, operations, know-how, trade secrets, technology, products, employees, customers, marketing plans, financial information, services, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of Wayfinder Co-op, any analyses, compilations, studies or other documents prepared by Wayfinder Co-op 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;
- not to use the Confidential Information in any way directly or indirectly detrimental to Wayfinder Co-op, or any participant or user of the Services.
- All Confidential Information remains the sole and exclusive property of Wayfinder Co-op 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, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of Wayfinder Co-op, or any participant or user of the Services.
- Participation In or Use of Services.
You acknowledge that you are participating in or using the Services at your own free will and decision. You acknowledge that Wayfinder Co-op 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.
- Disclaimer of Warranties.
To the maximum extent permitted by applicable law, Wayfinder Co-op provides the services “as is” and with all faults, 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 Wayfinder Co-op 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 Wayfinder Co-op, and even if Wayfinder Co-op has been advised of the possibility of such damages. Because some states/jurisdictions do not allow the exclusion or limitation of liability, for consequential or incidental damages, the above limitation may not apply to you.
- 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 Wayfinder Co-op 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 up to ten dollars (USD $10.00). 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.
Wayfinder Co-op reserves the right to terminate any Service at any time. Wayfinder Co-op further reserves the right to terminate your participation in and use of any Services, immediately and without notice, if you fail to comply with the TOU.
You release, and hereby agree to indemnify, defend and save harmless Wayfinder Co-op and Wayfinder Co-op’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 Wayfinder Co-op or its respective officers and agents in connection with the defense of such claim or lawsuit.
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.
Wayfinder Co-op will carry General Liability insurance which does not cover the property of users. 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 Wayfinder Co-op.
You agree to conduct yourself according to the policies that Wayfinder Co-op implements from time to time regarding personal behavior in the coworking space. At Wayfinder Co-op’s sole discretion, your membership may be terminated for behavior that violates any such policies.
- No Tenancy.
Wayfinder Co-op provides coworking services on an “as is” basis as a service and not as a lease of real property, and disclaim all warranties and conditions, whether express, implied or statutory, including, but not limited to, merchantability, title, quiet enjoyment, possession, fitness for a particular purpose or use, to the extent permitted by law.
You hereby understand, agree and warrant that you are not a tenant and the Company is not a landlord and there is no tenancy relationship whatsoever as defined in any case law or legislation, rules, or regulations promulgated by the State of Colorado or otherwise.
- No Residency.
Wayfinder Co-op is a commercial facility. Using the location or your membership for the purpose of establishing a personal residence is not permitted. You hereby understand, agree and warrant that you are not a residential tenant at Wayfinder Co-op.
I hereby acknowledge that I have read and understood all of the terms and conditions contained in this TOU and further agree to be bound to the TOU regarding my participation in and use of the Services.