Legal Agreement: Terms of Service
1. Description of Services
NEW LEAF may provide you with access to office space, work stations, Internet access, office equipment, meeting space, knowledge resources, and other services as NEW LEAF may provide from time to time (collectively, “Services”). The Services at all times are subject to the Terms.
2. Terms of Payment
Membership commitments can be made on a month to month basis. Members are responsible to pay for the entire length of their selected Membership commitment period and must pay at the beginning of each period.
Upon signing this contract, you are committed to the chosen Membership commitment period and are responsible for the entire payment. Early termination is not an option. No refunds will be given if you choose to terminate involvement with NEW LEAF before the Membership commitment period is complete.
Your choice to terminate a membership agreement must occur 30 days prior to the start of the next payment period. If notice of termination occurs less than 30 days prior to the start of the next payment period, you are responsible for the cost of the next payment period. The membership agreement will be terminated and your payments will halt if and only if NEW LEAF is notified of termination 30 days prior to the next payment period.
Failure to submit payment upon the start of a payment period will result in early termination of your NEW LEAF membership.
Memberships must be paid at minimum in monthly installments, with the first installment paid upon the signing of this contract and each subsequent installment paid by the first of every month. If membership begins before or after the first of the month, the monthly rate will be prorated depending on when the initial day of involvement occurs.
Acceptable forms of payment include credit card, ACH withdrawal, business checks, or money orders. Checks may be payable to New Leaf Initiative. Payment can be via Proximity account, delivered in person or by mail to:
New Leaf Initiative
243 South Allen Street
State College, PA 16801
3. 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 NEW LEAF server, or the network(s) connected to any NEW LEAF 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 NEW LEAF 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.
4.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 messaging (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 NEW LEAF 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;
- 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.
5. NEW LEAF reserves the right at all times to disclose any information about you, your participation in and use of the Services as NEW LEAF 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 NEW LEAF’s sole discretion.
- A) 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 NEW LEAF or any participant or user of the Services or any employee, affiliate, or agent thereof, that is nonpublic, 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 any analyses, compilations, studies or other documents prepared by NEW LEAF and/or other businesses, companies, and/or organizations involved with NEW LEAF 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.
- B.) 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 NEW LEAF or any participant or user of the Services.
- C.) All Confidential Information remains the sole and exclusive property of NEW LEAF 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 NEW LEAF, or any participant or user of the Services.
- D.) The parties acknowledge that any Conﬁdential Information is the property of you and your Company, and the disclosure of the Conﬁdential Information to NEW LEAF does not convey any right, title or license in the Conﬁdential Information to NEW LEAF. NEW LEAF shall not appropriate the Conﬁdential Information to NEW LEAF’s own use or to the use of any third party and shall only use the Conﬁdential Information for the exclusive beneﬁt of you during private conversations only, except to the extent otherwise authorized in writing by you.
7. 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 NEW LEAF 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.
8. Disclaimer of Warranties
To the maximum extent permitted by applicable law, NEW LEAF 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.
9. Exclusion of Incidental, Consequential and Certain Other Damages
To the maximum extent permitted by applicable law, in no event shall NEW LEAF 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 NEW LEAF, and even if NEW LEAF 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.
10. 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 NEW LEAF 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 shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
NEW LEAF reserves the right to terminate any Service at any time. NEW LEAF 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.
Your choice to terminate a membership agreement must occur 30 days prior to the start of the next payment period for all of the montly membership payment commitment options. If notice of termination occurs less than 30 days prior to the start of the next payment period, you are responsible for the cost of the next payment period. The membership agreement will be terminated and your payments will halt if and only if NEW LEAF is notified of termination 30 days prior to the next payment period.
You release, and hereby agree to indemnify, defend and save harmless NEW LEAF and NEW LEAF’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 NEW LEAF 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.
NEW LEAF will carry Liability and Business Personal Property insurance. 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 NEW LEAF. NEW LEAF is not responsible for any lost or damaged personal possessions.
15. Final Provisions
I understand that NEW LEAF reserves the right to update these Terms and Conditions of Membership at any time.
I understand that I will be asked to complete surveys and give feedback about my coworking experience throughout my time at NEW LEAF.
By my signature below, I represent that I have read the above Terms and Conditions of Membership in their entirety, have been given the opportunity to ask questions and/or have this document reviewed by legal counsel, and that I understand and agree to abide by the above Terms and Conditions of Membership.
We are excited for you to join the New Leaf Community and thank you for your involvement!