Updated September 12, 2024

This Membership Agreement (this “Agreement”) is made and entered into as of the date you access or use any of our facilities, including but not limited to coworking spaces, private offices, or other areas provided by DWELL COWORKING, LLC (the “Effective Date”) between you (“Member”) and DWELL COWORKING, LLC, a Texas limited liability company (each a “Party” and collectively, the “Parties”).

Background:

You desire to access Our network of Coworking Locations (as defined below) during the Term (defined below) of the Agreement and We desire to provide access to such network of Coworking Locations to You. Subject to the terms in this Agreement and Our policies and guidelines as published from time to time, we will provide to You: (i) non-exclusive access to Our network of Coworking Locations, including the desk spaces, conference rooms, and other amenities provided therein; (ii) access to the members section of Our Website; and (iii) access to Our community events, such as networking, social, and speaker events, as offered by Us from time to time. 

Agreement:

The Parties hereby agree as follows:

1. Definitions. Capitalized words and phrases used in this Agreement have the following meanings:
    

   1. “Company”, “We”, “Us” or “Our” in this Agreement refers to Dwell Coworking, LLC, a Texas limited liability company.
       

   2. “Coworking Location(s)” means any such coworking location, building, office space, desk space, or associated coworking space as may be listed on Our Website from time to time under “Our Locations”.
       

   3. “Initial Billing Cycle” means the period commencing on the Effective Date and ending on the final day of the month of such Effective Date thereafter.
       

   4. "Member", "You", or "Your" in this Agreement refers to any individual or entity who accepts the terms of this Agreement and accesses or uses any of DWELL COWORKING, LLC's facilities or services.
       

   5. “Monthly Fee” means a monthly flat rate as determined by Us on the Effective Date, with all applicable tax, payable monthly, in advance, on the first day of each and every month to Dwell Coworking, LLC following the Initial Billing Cycle. The Monthly Fee is subject to increase from time to time as determined by Us.
       

   6. “Regular Business Days” means, subject to the Availability Calendar (as defined in Section 3(c)(i) below), all weekdays, excluding days considered local bank or government holidays and excluding any days where a Coworking Location has given Us advanced notice that such Coworking Location is to be unavailable for Company or Member use.
       

   7. “Regular Business Hours” means, subject to the Availability Calendar (as defined in Section 3(c)(i) below), the hours in which each Coworking Location may be available for reservation on Regular Business Days. The Regular Business Hours of a given Coworking Location may vary from time to time and vary by Coworking Location. Regular Business Hours of each Coworking Location will be updated regularly on the Availability Calendar on Our Website.
       

   8. “Term” means the period commencing on the Effective Date of this Agreement and continuing until this Agreement is terminated by either You or Us thereafter, for any reason.
       

   9. “Website” means www.DwellCoworking.com, or any other domain name or URL as may be officially designated by the Company from time to time.
       

2. Term & Termination.
    

   1. Term of Agreement.  This Agreement is effective as of the Effective Date and shall remain in full force and effect during the Term of the Agreement. Either Party may terminate this Agreement by providing the other Party written notice of the intent to terminate the agreement or by providing electronic notice through Our Website of the intent to terminate the agreement. Upon delivery of such notice, this Agreement will terminate at the end of the Term unless the Parties mutually agree to terminate this Agreement earlier.
       

   2. Termination of Agreement.  Upon termination of this Agreement, all amounts owed to Us for such Term and any Billing Cycle shall be paid to Us pursuant to Sections 2(b) and 5(a)(iii) of this Agreement. Upon termination of this Agreement, You agree You will remove all of Your property, or any of Your guests’ property, from each Coworking Location, including any desk space therein. After We provide You with reasonable written notice following the termination of this Agreement, which both Parties agree is ten (10) days, We will be entitled to dispose of any of Your property remaining in any Coworking Location, including any desk space therein. We will not be obligated to store any of Your property, or any of Your guests’ property, at any Coworking Location or otherwise. You hereby waive any claims or demands regarding such property and the handling of such property by Us.
       

3. Services of the Company.
    

   1. Services Provided.  Subject to the existence and availability of each of the following amenities at each Coworking Location, We shall use commercially reasonable efforts to provide You the following:
       

      1. non-exclusive access to each of the Coworking Locations during Regular Business Days and Regular Business Hours;
          

      2. furnishings for desk space at Coworking Locations, including, for example, a chair, desk, computer monitor, and computer equipment, all of a type and quality consistent with the standards and policies adopted from time to time by Us;

      3. access to the use of shared conference rooms at Coworking Locations–provided the Coworking Location You select offers conference room space–subject to the availability of shared conference rooms at any such Coworking Location and subject to an additional hourly or daily charge found on Our Website;

      4. access to and shared use of internet connection;

      5. access to and shared use of printers, copiers, scanners, and other shared equipment, if any, made available at a Coworking Location;

      6. regular communication with the hosts of Coworking Locations to regarding maintenance of the Coworking Locations in a commercially reasonable manner;

      7. access to and use of Our online member portal through Our Website, subject to the Website’s terms of use;

      8. access to beverages, including water, coffee, and soft drinks, and snacks available at Coworking Locations; and

      9. access to exclusive networking, social, and speaker events organized and sponsored by Us from time to time for Our members.
          

   2. Access by Company.  We shall be entitled to access any Coworking Location and any desk space therein, with or without notice, in connection with the provision of these services, for safety and emergency purposes or for any other purpose. We may temporarily move furniture at any Coworking Location, including desk space therein, for any purpose.
       

   3. Access to Coworking Location; Coworking Space Unavailable; Conference Rooms.
       

      1. Access to Coworking Location.  Access to each Coworking Location is made on a first-come first-served basis. Your access to each Coworking Location is contingent on the Coworking Location having availability according to times of availability published on a calendar available to Our members on Our Website (the “Availability Calendar”). You will have access to the Availability Calendar throughout the Term of this Agreement. You will book Your reservation for the use of a Coworking Location through the Availability Calendar, with such reservation being valid solely for the date booked through the Availability Calendar.
          

      2. Coworking Space Unavailable.  If We are unable to make a Coworking Location available during a Regular Business Day during Regular Business Hours for any reason, or if the host of any Coworking Location is unable to make such Coworking Location available during a Regular Business Day during Regular Business Hours, We will endeavor to provide advanced written notice to You of such unavailability. We will not be subject to any liability related to such unavailability, nor will such unavailability void this Agreement.
          

      3. Conference Rooms. We strive to provide access to conference rooms at all Coworking Locations, however, the availability of conference rooms at a Coworking Location is not guaranteed. Access to a conference room may not be offered at each Coworking Location. If offered at a Coworking Location, access to a conference room is made on a first-come first-served basis. The availability of a conference room, if offered at a Coworking Location, will be published on the Availability Calendar.
          

4. Use of Services by the Member.  You shall comply with all applicable laws and regulations of the jurisdiction in which the Coworking Location is located in Your use of any Coworking Location. You acknowledge and agree to the following:
    

   1. Location-Specific Rules.  You shall abide by any rules and limitations governing any certain Coworking Location, including any rules, limitations, and requests of You as determined from time to time by the hosts of each Coworking Location. Any such rules and limitations of any certain Coworking Location will be provided to You prior to the Your use of such Coworking Location. Rules and limitations specific to any certain Coworking Location may include the following:
       

      1. Limitations on the use of specific rooms or areas of the building or property in which the Coworking Location is located;

      2. Limitations on the use of specific rooms or areas of the building or property in which the Coworking Location is located for phone calls, video calls, or other activities which may be disruptive to others;

      3. Limitations or complete restrictions on the use of specific furniture or equipment, including kitchen appliances, refrigerators, and food storage, at the building or property in which the Coworking Location is located; and

      4. You shall abide by any and all policies related to internet use as may be determined by Us or the Coworking Locations from time to time.

      5. By signing this Agreement, You acknowledge and agree that you will familiarize yourself with such location-specific rules prior to using each Coworking Location and You agree to abide by such rules. 
          

   2. Illegal Activities.  You shall not engage in any illegal activity on the premises, including but not limited to, drug use, theft, harassment, or any activity that violates local, state, or federal law;
      ​

   3. Disruptive Activities.  You shall not engage in any activity or behavior that disturbs the professional atmosphere of the Coworking Location. Such behaviors include playing music, speaking loudly or shouting, use of profanity, or any other disruptive behavior which impedes the use and enjoyment of the Coworking Location for any other member or occupant of the Coworking Location;
       

   4. Business Activities.  You shall not use the Coworking Location to engage in any solicitation, marketing, or advertising to any person at a Coworking Location of another coworking business which directly or indirectly competes with the business of the Company. You shall not use the Coworking Location to host events without the prior written approval of both the Company and the Coworking Location. You shall refrain from interrupting or otherwise engaging in uninvited conversation with other users of any Coworking Location;
       

   5. Hazardous Activities.  You shall not engage in any activity or behavior which threatens the health and safety of others at any Coworking Location, including, but not limited to, the use of dangerous or hazardous equipment, chemicals, or materials;
       

   6. Damage to Property.  You shall not damage or deface any property belonging to Us, Coworking Location, or any other users of the Coworking Location, or any property located at the Coworking Location;
       

   7. Unauthorized Use.  You and Your guests shall not be granted access to the Coworking Location outside of Regular Business Days and Regular Business Hours without Our written approval and/or the written approval of the Coworking Location. You agree You will not attempt to access any Coworking Location outside of Regular Business Days and Regular Business Hours;
       

   8. Property of Member.  You shall not leave or store any property belonging to You at any Coworking Location without Our prior written authorization. At the end of a Regular Business Day and the Regular Business Hours, You shall remove all Your property from the Coworking Location, unless such property has been approved by Us to remain on the property of a certain Coworking Location. Any such requests to leave or store Your property at a Coworking Location shall be made through written communication with a Dwell Coworking management;
       

   9. Disruptive Activities.  You shall not use any technology that disrupts the network of the Coworking Location or otherwise inhibits the use of the network connection of others at the Coworking Location. You are expected to use the network of the Coworking Location in a reasonable and responsible manner. Any Coworking Location reserves the right to limit or restrict any high bandwidth usage affecting the network performance at such Coworking Location. You shall not take any action which disrupts or disables any utility services, appliances, food and beverage services, or equipment at any Coworking Location;
       

   10. Privacy.  You shall not record, photograph, or film others at any Coworking Location without such person’s consent;
        

   11. Harassment and Discriminatory Behavior.  We are committed to providing a safe and respectful workplace for all Our members and others at all Coworking Locations. Harassment of any kind, including, but not limited to discrimination, intimidation, or any conduct that creates a hostile or offensive environment, is strictly prohibited. Further, any Member or guest of any Member who engages in such conduct is subject to immediate removal from any Coworking Location and immediate termination of this Agreement without refund. Any behavior creating a hostile or offensive environment should be considered harassment, including, but not limited to:
        

       1. Discrimination based on race, gender, sexual orientation, age, religion, national origin, or any other protected status;

       2. Verbal or written abuse, including offensive language or derogatory remarks directed at a person's race, gender, sexual orientation, age, religion, national origin, or any other protected status.

       3. Physical or psychological intimidation, including threats, bullying, stalking, or any behavior that causes a person to feel unsafe or uncomfortable.

       4. Sexual harassment, including unwanted sexual advances, requests for sexual favors, or any behavior of a sexual nature that is unwelcome and creates a hostile or offensive environment; and

       5. Invasions of privacy, including the unauthorized use of a person's personal information, or the filming or recording of someone without their consent;
           

   12. Pets.  You shall not bring any animal or pet into a Coworking Location except for a registered service animal, which documentation for any such service animal shall be provided to Us;
        

   13. Tobacco and Alcohol Use.  You shall abide by each Coworking Location’s location-specific rules regarding the use of any tobacco products, including smokeless tobacco and vape pens, and any hemp-derived product including THC, including Delta-8, Delta-9, and Delta-10. You shall abide by each Coworking Location’s specific policy regarding the use of alcohol at such location. You agree to familiarize yourself with each Coworking Location’s location-specific rules regarding tobacco and alcohol use as such rules may be updated from time to time;
        

   14. Age of Member and any Guest.  You represent and warrant that You are over the age of eighteen. Any of Your guests at any Coworking Location must be at least eighteen years of age;
        

   15. Sex Offender.  No person who is a registered sex offender may access any Coworking Location. By executing this Agreement, You represent and warrant that You are not a registered sex offender. You shall not be permitted to grant any guest access to any Coworking Location if such guest is a registered sex offender. We and each Coworking Location reserve the right to search the National Sex Offender Public Registry or any state-specific registry and deny access to You or any of Your guests from any Coworking Location if such person is a registered sex offender. Further, We reserve the right to terminate this Agreement at any time to You if You are found to have made a false representation, or are found to be registered on any sex offender registry;
        

   16. OFAC.  You hereby represent and warrant that neither You nor any of Your guests is, at any time during the Term, an entity or individual listed on the Specially Designated Nationals and Blocked Persons List published by the United States Department of the Treasury, as updated from time to time. You further warrant and represent that neither You nor any of Your guests will engage in any activity under this Agreement, including the use of Coworking Locations provided by Us, that violates applicable United States economic sanctions laws or causes Us to be in violation of such United States economic sanctions laws; and
        

   17.  Guests.  You may not permit guests to access any Coworking Location unless such guest is registered through Our Website and authorized to access a Coworking Location by Us. Permission to enter a Coworking Location granted to any guest shall expire on the same day at the end of the Regular Business Hours.
       
        

5. Fees.
    

   1. Billing.
       

      1. Initial Billing Cycle.  In exchange for the services provided by Us, You shall pay to Us the amount due pursuant to the Initial Billing Cycle. The Initial Billing Cycle shall be due on the Effective Date. The total amount due at the commencement of the Initial Billing Cycle shall be the Monthly Fee, prorated as of the number of days remaining in such month in which the Initial Billing Cycle began.

      2. Subsequent Billing Cycles.  Following the termination of the Initial Billing Cycle, the Monthly Fee shall automatically commence on the first day of the proceeding month. The Monthly Fee shall apply on the first day of each subsequent month thereafter and will continue until the termination of this Agreement. The Monthly Fee is a recurring fee which You will be charged automatically, monthly. Information regarding Your fees due under this Section 5 shall be made available on Our Website.

      3. Effect of Termination of this Agreement.  Following the termination of this Agreement for any reason by You, You will not be entitled to proration of the Monthly Fee with regard to that month’s Monthly Fee, whether such fee has already been paid by You or remains outstanding by You. Following the termination of this Agreement for any reason by Us, You will be entitled to proration of the Monthly Fee with regard to the Monthly Fee of the month in which this Agreement is terminated by Us. Following the termination of this Agreement for any reason by any Party, You will remain liable for past due Monthly Fees. We are entitled to exercise all legal rights and remedies to collect such past due amounts despite termination of this Agreement.
          

   2. Method of Payment.  You agree to pay such fees to Us through an Automated Clearing House (ACH) transaction, a preauthorized electronic fund transfer, or credit card. If You use a bank account to pay fees owed to Us, You are required to maintain sufficient funds in any such account to pay the fees described in this Agreement. If You use a credit card to pay fees owed to Us, You are required to maintain current credit card information and promptly inform Us of any changes to such credit card information. We will send or otherwise provide invoices and other billing-related documents and information to You.
       

   3. Outstanding Fees.  Once funds are received by Us from You, We will first apply funds to any balances of Yours which are in arrears. Once past balances are paid in full, any remaining portion of the funds will be applied to fees pursuant to the current Billing Cycle. If any fees due to Us remain outstanding for over fifteen (15) days, We may, in Our sole discretion, withhold services, withhold access to Coworking Locations, or terminate this Agreement.
       

6. Confidential Information.
    

   1. Agreement to Keep Confidential.  All non-public, confidential, or proprietary information of a Party, whether or not marked, designated, or otherwise identified as “confidential,” including any information that you know or have reason to know should be treated as confidential, in connection with this Agreement, as well as the terms and conditions and the existence of this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized by the other Party in writing.
       

   2. Non-Disclosure.  You agree You will maintain all confidential information in strict confidence, will not disclose any confidential information to any third parties, and will not use any confidential information in any way directly or indirectly detrimental to Us or any other user of a Coworking Location.
       

   3.  No Rights in Confidential Information.  All confidential information remains the sole and exclusive property of the respective disclosing Party.  You acknowledge and agree that nothing in this Agreement or Your participation in or use of the Coworking Locations, 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 the Company or any other user of a Coworking Location.  Notwithstanding the foregoing, You hereby waive any and all claims against Us for any exposure or use of Your confidential information.
       

7. Privacy Policy.  We may collect, process, and/or use Your personal data in a variety of ways, including personal data that may be provided by You upon execution of this Agreement or during Your membership, and information that may be gathered by Us or the Coworking Locations’ security cameras located on the premises. We may collect, process, use, store and transfer personal data in accordance with applicable laws, for various purposes including facilitating the services provided, perform accounting and administrative tasks, internal review and audit, compliance with obligations under applicable laws and regulations, to enforce or manage legal claims and otherwise in accordance with the Internet Policy.  For the purposes stated above, We may transfer the personal data collected by us and make it available to our personnel, attorneys, advisors, professionals, subcontractors, independent consultants, external third-party services providers and our affiliates. The full Privacy Policy, as it may be amended from time to time, may be found at https://www.dwellcoworking.com/privacy-policy. You acknowledge and agree that You will familiarize yourself with such Privacy Policy prior to using each Coworking Location.
    

8. Insurance.  We carry and each Coworking Location carries liability and business personal property insurance. You are strongly encouraged to carry an insurance policy covering Your equipment and personal property. You waive any right of subrogation, right of recovery, and cause of action for any damage, theft, destruction, loss of property, or any injury including death to the extent the same is insured against under any insurance policy which You may have.
    

9. Nature of this Agreement.
    

   1. No Tenancy Created.  No tenancy or other right, title, interest, or possession in any Coworking Locations is created or intended to be created by this Agreement. Member acknowledges and agrees this Agreement grants no real property interest to Member by Member’s use of any Coworking Location, desk space, office space, associated coworking space. Member acknowledges and agrees the entirety of each Coworking Location remains the property of the host of each respective Coworking Location and is under the full control and possession of such host.
       

   2. Relationship of Parties. The Parties shall be independent contractors in the performance of their obligations under this Agreement. This Agreement shall not be deemed to create a fiduciary or agency relationship, a partnership, or a joint venture, for any purpose. Neither Party will in any way misrepresent the relationship contemplated by this Section 9.
       

10. Indemnification; Waiver of Claims.
     

    1. Indemnification.  You shall indemnify and hold Us harmless from and against any and all losses, damages, settlements, liabilities, costs, charges, assessments and expenses, as well as third-party claims and causes of action, including, without limitation, attorneys’ fees, arising out of, or relating to any breach or alleged breach of this Agreement, except to the extent a claim results from the gross negligence or willful misconduct of Company. You agree that in the event You bring a claim or lawsuit in violation of this Agreement, You shall be liable for any attorney’s fees and costs incurred by Us in connection with the defense of such claim or lawsuit.

    2. Waiver of Claims.  To the extent permitted by law, You agree, on Your own behalf and on behalf of your agents, guests, and invitees, to waive any and all claims and rights against Us and the hosts of each Coworking Location and Our successors, assigns, employees, officers, and agents resulting from injury or damage to, or destruction, theft, or loss of, any property or person arising in connection with your use of any Coworking Location.
        

11. Representations and Warranties.  Each Party represents that the performance of such Party’s obligations under this Agreement will not (i) violate or infringe upon the rights of any third-party; or (ii) result in a breach or default of any contractual or other legal obligation binding such Party.  The warranties contained herein are the only warranties made by the Parties. Neither Party makes any other warranty or representations of any kind, express or implied, including any warranties of fitness for a particular purpose or merchantability. You hereby represent that You have all requisite legal authority to enter into this Agreement.
     

12. Limitation of Liability.  IN NO EVENT SHALL EITHER THE COMPANY OR OUR SUBSIDIARIES, OFFICERS, MEMBERS, MANAGERS, AFFILIATES, EMPLOYEES, ANDAGENTS, JOINTLY AND INDIVIDUALLY, BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER ARISING.  The aggregate monetary liability of the Company to Member, Your guests, employees, agents, or invitees for any reason and all causes of action, however arising, shall be limited to the total fees paid by Member to Us throughout the Term of this Agreement.
     

13. Miscellaneous.
     

    1. Jurisdiction.  This Agreement shall be construed in accordance with, and governed by, the laws of Texas. The exclusive venue for any arbitration or court proceeding based on or arising out of this Agreement shall be Texas.
        

    2. Severability.  If any provision of this Agreement is determined by a court of competent jurisdiction to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable and shall not affect the validity and enforceability of any remaining provisions.
        

    3. No Assignment.  The rights or obligations under this Agreement cannot be assigned or otherwise transferred by You; We may assign this Agreement without Your consent.
        

    4. Subordination.  This Agreement is subject and subordinate to those certain agreements between Us and the providers or hosts of each Coworking Location. The foregoing, however, does not imply any sublease or other similar relationship involving an interest in real property.
        

    5. Notices.  All notices and other communications between the Parties must be in writing, including e-mail communication. A Party may change such Party’s address or e-mail for notice by notifying the other Party.  A notice given in accordance with this agreement will be effective upon receipt by the Party to which it is given or, if mailed, upon the earlier of receipt or the fifth Business Day following mailing.
        

    6. Entire Agreement.  This Agreement constitutes the entire agreement between You and Us with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous agreements, representations, and understandings.
        

    7. Headings.  The headings in this Agreement are for convenience only and are not to be used to interpret or construe any provision of this Agreement.
        

    8. Dispute Resolution and Consent to Binding Arbitration.  If any dispute arises among You and Us relating to this Agreement or any claim arising out of this Agreement (or its breach), both Parties will first utilize the procedures specified below in this Section 13(h) prior to initiating any court proceedings or other legal action. First, the Party, as the case may be, seeking to resolve a dispute shall give written notice to the other Party, describing in general terms the nature of the dispute and the initiating Party’s claim for relief. The Parties involved in the dispute shall then make a good faith attempt, within thirty (30) days following such notice, to meet (with legal and other counsel if desired) to discuss the dispute and to attempt to achieve a settlement thereof. If the dispute is not resolved within such thirty‑day period, the disputing Party shall cease to negotiate directly and shall submit the dispute to arbitration. The Parties to such arbitration shall each appoint one person to hear and determine the dispute. If these two arbitrators cannot agree, then the two arbitrators shall choose a third impartial arbitrator whose decision shall be final. The cost of arbitration shall be borne by the losing Party or in such proportion as the arbitrators shall decide.
        

    9. Survival.  Sections 1, 3, 5 (to the extent any payment remains outstanding and unpaid), 6 through 13, and all other provisions of this Agreement reasonably expected to survive the termination of this Agreement will do so.