These rules and regulations apply to CoworkCafe members and their guests for the uses of the space at 2719 Wilson Blvd, Arlington, VA 22201 and associated parking. As the site is used for other purposes, these rules only apply during CoworkCafe operating hours.
This Member Agreement (“Agreement”) is between Coworking Solutions LLC t/a CoworkCafe, a Virginia limited liability company (“CoworkCafe”), and the undersigned working professional (“Member”)(collectively the “Parties”, or individually a “Party”).
Services. CoworkCafe provides its members with community work spaces, phone booths, conference room and common areas in the facility located at 2719 Wilson Blvd., Arlington, VA 22201 and associated parking (the “Site”). During the term of this Agreement, CoworkCafe shall permit Members to make use of the Site subject to the “Site Rules and Regulations” attached hereto and as amended from time to time. 1.1 Member may use the space(s) at the Site as designated by the CoworkCafe staff. Use by Member of any non-designated work space(s) is prohibited. CoworkCafe retains the right to request that the Member relocate to a different work space at the Site. The right to use the work space at the Site granted pursuant to this Agreement is restricted to professional uses only. All Member equipment (other than computers and monitors) or added furniture must be approved by CoworkCafe in writing prior to installation at the Site. 1.2 Member and Member’s guests must adhere to the Site Rules and Regulations. 1.3 Member improvements to the work space are prohibited. Member may not use any hard-wired telecommunications equipment or other wiring not installed by CoworkCafe and may not install or modify existing hard-wired telecommunications equipment or other wiring. Member may also not change any locks or add additional locking mechanisms to secure any office space at the Site. 1.4 Upon any termination of this Agreement, Member agrees to vacate the designated workspace and forego further use of the services available at the Site.
Term and Termination. This Agreement shall continue until terminated. Either Party shall have the right to terminate this Agreement at any time. Upon termination all accrued but unpaid fees shall be immediately due and payable.
Fees. The monthly fee for access to the Site shall be $150.00, and may be discounted or increased by CoworkCafe at any time upon thirty (30) days prior notice (the “Membership Fee”). The membership includes a food & beverage account for use by the member. Food costs on the credit account will be billed to the member at the end of the cycle. The Membership Fee shall be paid in advance of each month and no fraction thereof shall be refunded in the event of termination mid-month (unless terminated by CoworkCafe). In addition to the Membership Fee, the Member shall pay their associated monthly charges at the conclusion of each month of service for any non-recurring services delivered, food, or beverage charged to the Member in that month (the “Food and Beverages Charges”) (collectively the “Fees”). The food & beverage charges are payable at the end of the corresponding month of service.
Any Fees remaining unpaid for thirty (30) days after payment is due is subject to interest at the rate of 1.0% per month, until the amount owing is paid in full. In the event that collection efforts are required, Member agrees to reimburse CoworkCafe the reasonable costs and expenses of collection, including reasonable attorneys’ fees. Member shall be responsible for the payment, or reimbursement to CoworkCafe, of any and all charges or taxes with the exception of income and payroll taxes, franchise taxes, and all taxes based on the net income of CoworkCafe, which may hereinafter be imposed or levied with respect to products or services delivered by CoworkCafe under this Agreement.
Limitation of Liability. COWORKCAFE’S LIABILITY TO MEMBER UNDER OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO ACTUAL DAMAGES AND SHALL IN NO EVENT EXCEED THE AMOUNTS PAID BY MEMBER TO COWORKCAFE, AND IN NO EVENT SHALL COWORKCAFE BE LIABLE TO MEMBER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR GOOD WILL) RELATED TO THIS AGREEMENT AND/OR SERVICES, OR ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, INCLUDING CONTRACT, WARRANTY, TORT, STRICT LIABILITY, INDEMNITY OR NEGLIGENCE, EVEN IF COWORKCAFE HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. COWORKCAFE DOES NOT OWN THE PREMISES CONTAINING THE SITE AND DOES NOT INSURE THE SAFETY AND SECURITY OF THE MEMBER AND THE MEMBER’S PROPERTY AT THE SITE. MEMBER HEREBY WAIVES, RELEASES, AND DISCHARGES COWORKCAFE AND ITS MANAGERS, EMPLOYEES, AGENTS, INDEPENDENT CONTRACTORS AND REPRESENTATIVES FROM ANY AND ALL NEGLIGENCE AND LIABILITY FOR MEMBER’S DEATH, DISABILITY, PERSONAL INJURY, PROPERTY DAMAGES, PROPERTY THEFT OR CLAIMS OF ANY NATURE WHICH MAY HEREAFTER ACCRUE TO MEMBER AND MEMBER’S ESTATE AS A DIRECT OR INDIRECT RESULT OF MEMBER’S PARTICIPATION IN COWORKCAFE’S COMMUNITY WORKING ENVIRONMENT.
Indemnification. Each Party will indemnify, defend and hold the other and the other’s managers, employees, agents, independent contractors and representatives harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys’ fees) resulting from any claim, suit, action, or proceeding brought by any third party against the other or its managers, employees, agents, independent contractors and representatives alleging any breach of this Agreement or any violation of or failure to comply with applicable laws by the Party against which indemnification is sought.
Indemnification obligations under this Section shall survive the termination of this Agreement.
Warranty. COWORKCAFE MAKES NO WARRANTIES OTHER THAN AS EXPRESSLY SET FORTH HEREIN, AND AFFIRMATIVELY DISCLAIMS ALL SUCH OTHER WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE NOT SET FORTH ABOVE, AND ANY OTHER WARRANTY WITH RESPECT TO THE SERVICES.
7.1 This Agreement and any attachments hereto represent the entire agreement between CoworkCafe and Member and supersede all prior agreements. No variation or alteration of any term of this Agreement shall have effect, unless in writing and signed by the Parties. 7.2 The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. 7.3 This Agreement may not be assigned by Member. There are no third party beneficiaries of this Agreement. 7.4 This Agreement shall be construed in accordance with the laws of Commonwealth of Virginia. Any controversy or claim arising out of or relating to this Agreement shall be settled by a single arbitrator in accordance with the Commercial Arbitration Rules of JAMS then in effect, and judgment upon the award may be entered in any court having jurisdiction. Such arbitration will be conducted in Arlington, Virginia. The arbitrator will have no authority to award punitive damages or any other damages not measured by the prevailing Party’s actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms, limitations and conditions of this Agreement. 7.5 No failure or delay by either Party in exercising any right, power, or remedy under this Agreement will operate as a waiver of any such right, power or remedy. No waiver of any provision of this Agreement will be effective unless in writing and signed by the Party against whom such waiver is sought to be enforced.
7.6 Each Party has been given the opportunity to independently review this Agreement with legal counsel and other consultants. Accordingly, in the event of an ambiguity in or dispute regarding the interpretation of this Agreement, the drafting of the language of this Agreement shall not be attributed to either Party. 7.7 Any notice required to be given by either Party under this Agreement shall be in writing and sent by certified mail or by email. Such notice will be deemed to have been received two days from the date of mailing or upon receipt of any electronic communication.
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