Legal Agreement: Terms of Service
This isn’t your everyday Terms of Service. Updated: 11/02/2019
By signing up for a membership, you agree to the following:
We’re people with a purpose Please read this thoroughly. It will answer most of your questions. You can always review the terms of service by clicking on the terms of service link in the lower right corner of the page at members.wingspace.biz.
WingSpace, LLC: The Members are the people, coworkers, groups and community. The Space is the building located at 371 Garden St. Ste. A Prescott, Arizona, 86305
We are a gathering of people finding a way to work better together, focusing on participation, helpfulness and friendship.
The members of WingSpace share a fundamental desire to live and work flexibly, be social, help one another and welcome everyone into the community.
How to BE-long to Our Community:
- BE yearning for interaction.
- BE willing to introduce yourself, make friends and help.
- BE ready to participate in impromptu and planned events.
- BE eager to help everyone feel proud of our space and the people in it.
- BE prepared for abundance.
Your Responsibilities (WingSpace Rules! :)
WingSpace is quite different from your average working environment. We're not a full serviced or fully staffed office, and the following things help us keep our prices accessible. In order to keep things ticking nicely, here are some essentials we ask everyone to be mindful of when using the space.
- Participation is an extreme sport. You break or lose it, you replace it.
- Bring problems with plumbing, electrical, HVAC, roof, flooding, broken keypads, natural disasters, etc. to the attention of a staff member (Melanie Banayat or another Community Cultivator).
- Never give out WingSpace key app or codes to anyone.
- Learn how to reset the router and use this as a first defense against an internet outage. The router is located in the large black metal box that is mounted on the wall in the kitchen.
- Your membership fee will process on the 1st of the month (unless otherwise scheduled for different processing date). If payment fails to process due to expired payment source or insufficient funds, the system will automatically attempt to process it again up to 3 times in the following week in order to give you time to update your payment source in your membership account.
- Engage in meaningful greetings. Pop in and out of all areas and offices to connect with one another.
- Your own equipment and professional liability is your own responsibility (our insurance can’t cover it). If you invite clients or guests to meet with you at WingSpace you are liable for their safety. Ask your insurance provider for "renter’s insurance." Your homeowner’s or renter’s insurance company usually offers very affordable liability insurance.
- Cleaning up after yourself, washing your dishes and tidying up is everyone’s responsibility. We work together to maintain a space we feel proud of.
- Leave the spaces as you found them, or in better shape. (This includes cleaning up after your guests.)
- WingSpace is dog-friendly for polite and well-behaved pups only. See the Canine Membership addendum below.
- Anyone who behaves in a manner that is disruptive or destructive to the Space or the Members may be asked to leave. If anyone in our Space makes you feel uncomfortable, bring it to Melanie’s attention right away.
- Be responsible and respectful with your internet usage. No bit-torrent, porn or illegal activities. Respect other people’s privacy, confidentiality, safety, property and data. If the law comes looking for you, we will give you up immediately.
- The last member out of each space is responsible for closing windows, shutting off lights and firmly closing all entrance doors to the space.
- Parking is permitted in the 11 spaces directly in front of the 371 Garden St. building, as well as street parking along Garden Street, and in the parking lot directly behind the building. Please do not park in the two spaces directly in front of Salon St. Martin in order to allow their customers a place to park as well - let’s be good neighbors.
- Package deliveries: WingSpace members will usually sign for other members’ packages, but it isn’t guaranteed. Plan accordingly.
Your Needs and Rights
All WingSpace memberships include access to the community and its resources, with only a couple of specific exceptions.
All memberships include:
- A productive, enjoyable place to work.
- Internet, desks, power and coffee.
- Participation in social and learning events.
- An incredible community of smart, friendly and helpful coworkers from all over Prescott and beyond.
- Opportunities to host events of your own, including classes and workshops.
Exceptions for Dedicated Desk Members in Shared Office Spaces and Private Office Members
- Dedicated Desk Members in Shared Office Spaces and Private Office Members may be assigned a mailbox and custom suite # for their business if requested, based on availability.
- Dedicated Desk Members in Shared Office Spaces have their own "permanent" desk where they can leave their belongings.
- Private office members have their own lockable offices.
- Private office members pay a damage deposit equivalent to one month of membership at sign-up and 30 days’ notice is required to terminate office membership. A damage deposit is retained for damages that exceed normal office wear and tear including but not limited to:
- Spills on carpet that require professional cleaning: $125.
- Holes larger than push-pin size that have to be filled and painted on walls/ceilings: up to $200. (Please use Command removable adhesives to hang things on walls.)
- A replacement for a physical key: $25.
- Broken window or door glass: cost of replacement.
- Dedicated desk in shared offices space members pay a damage deposit equivalent to one month of membership at sign-up and 30 days’ notice is required to terminate shared office membership. A damage deposit is retained for damages that exceed normal office wear and tear including but not limited to:
- Spills on carpet that require professional cleaning: $50.
- Damage to furniture provided by WingSpace that may require replacement: up to $200
- Holes larger than push-pin size that have to be filled and painted on walls/ceilings: up to $50. (Please use Command removable adhesives to hang things on walls.)
- A replacement for a physical key for locking file cabinet: $25.
WingSpace Community Norms and Acceptable Use Policy
WingSpace, LLC, was created to foster and support a coworking community in Prescott, Arizona. We provide members access to that community and space to work with amenities such as desks, printers, and Internet access. In exchange, we charge a monthly fee based on usage.
Any and all paid coworking memberships at WingSpace requires an initial tour with the space manager, and a free one day trial (Also known as Free Test Flight) before agreeing to the following agreement and signing up as a paying member.
Any use of WingSpace requires prior registration on the Website by creating an account (“Account”) and the acceptance of these Terms of Service. Member must provide accurate and complete information and keep the Account information updated.
Member is solely responsible for the activity that occurs on their Account. Customer shall keep their login data (password) confidential and prevent any unauthorized use by third parties. S/He shall immediately inform WingSpace if there are indications that any third party is misusing their account.
Membership and Fees
a. Member agrees to pay WingSpace membership fees according to Membership Level selected by the member and the schedule. Member understands that Proximity Space, Inc is the member management software company that WingSpace uses for managing its memberships which include the Proximity Space web platform at members.wingspace.biz, and the Proximity Mobile app. Proximity Space uses the Stripe payment processing platform to process WingSpace membership fees. b. The initial membership fees shall be due upon registration and first monthly membership fee will be prorated (unless otherwise agreed upon by the member and WingSpace to process membership fees on the monthly anniversary of the Effective Date of this Agreement) (the Due Date). Member authorizes WingSpace to charge membership fees to the submitted credit card on the Effective Date and each subsequent Due Date until the membership is canceled or terminated. c. If payment is denied by the card issuer, Member will be automatically notified by email The Proximity member management system will automatically attempt to process the membership fee up to 3 times in the following week. After the third failed attempt the membership will be automatically terminated and downgraded to community member. The membership can be re-activated when the member’s payments source is updated in their account and their membership upgraded to their membership level of choice. If Member wishes to terminate membership or change to another membership level, he/she must notify WingSpace in writing (5) business days prior to the next Due Date. Termination or change notices received after that time will not be effective until the subsequent month. Upon termination WingSpace will not issue refunds or prorate monthly membership fees. e. WingSpace reserves the right to change, modify or amend the fee rates listed on the Proximity Space web platform at any time and in its sole discretion. WingSpace will give Member thirty (30) calendar days; notice of any change to or modification of such rate changes.
Membership Changes or Cancellations.
The minimum membership duration is two full consecutive months. Beginning in month three, your membership will be automatically renewed on a month-to-month basis at its current level unless we are notified of a change. If you request a change to your membership level, it will take effect the next billing cycle.Office and shared office members must provide a minimum of 30 days notice to terminate your membership, All other members (Frequent Flyer, and conference room members) must provide a minimum of 10 days' notice to terminate your membership. Membership fees are due through the date of membership termination. Change requests and cancellations must be communicated to us in writing (email is acceptable). Members are responsible for managing their own membership through the Proximity website portal at members.wingspace.biz or the Proximity Mobile App. Members can upgrade or downgrade their membership type in the Proximity Account under Memberships. Members can reserve and cancel conference rooms and equipment rentals: Reservations and Conference Rooms/Equipment.
If your membership permits you to use the Proximity key app (via the WingSpace Proximity Space app) which allows you to access the building during the hours and days permitted by your membership level, the following applies: You shall not give your access app to others. You must notify us in writing within 24 hours if you lose your smart phone with your access app. If this agreement is terminated for any reason, your access will be canceled in our system.
You are responsible and may be held financially accountable for harm or damage caused by an action or inaction on your part or the part of any guest you bring into WingSpace. Guest means any non-member of WingSpace who has entered the space at your invitation or otherwise participated in services or events you sponsored or hosted at the space. We recommend you maintain insurance, appropriate to your business, to cover liability, loss, theft, damage and the like. Our insurance does not protect you or your business.</li>
We coworkers work in close proximity to others. You agree to not inappropriately share, reproduce, or use or attempt to obtain information or materials of any member or their business not intentionally made available to you. Also, WingSpace is not liable for any misappropriation of private, trade secret information or business information by members or guests.
Consume alcohol, food, or anything else responsibly and at your own risk.
WingSapce, its members, its administrators, legal representatives, or Melanie Banayat have no liability for illness, accidents, or any bad thing that results from your consumption of a substance of any kind at WingSpace.
Obey the law.
You agree not to use WingSpace for any purpose that is unlawful or prohibited, including doing anything that would damage, disable, or impair any property of WingSpace, its administrators, or its members or the members themselves. If you break the law, your membership and any future access under any circumstance will be terminated immediately.
Abide by WingSpace Community Norms and Code of Conduct.
By joining WingSpace, you agree to abide by community norms, code of conduct and acceptable use policy. Those rules may change at any time and will be effective immediately upon notice. When you use WingSpace, you agree to: Respect Staff, members, and visitors. Conduct not permitted includes: Taking WingSpace property or materials outside the space without authorization. Fighting, challenging to fight or provoking violence; Loud talking and other disruptive or noisy activities, including use of cell phones or other electronic devices disrespectfully; Blocking or interfering with the free movement of individuals; and offensive personal hygiene. Soliciting, recruiting, surveying, political campaigning, distributing or posting of materials not specifically authorized by the WingSpace community manager. Disorderly conduct and sexual activity. Bringing in any items, backpacks or other personal baggage that take up an excessive amount of space (limited to two pieces, each no larger than 20 inches in length, width or height), that restrict the movement of individuals, that present a potential harm, danger or distraction, or that have no usefulness inside of WingSpace. Luggage, bedrolls, musical instruments, sports equipment, skateboards, skates (includes heelies), scooters and bicycles are examples of items that are prohibited. Consuming food outside designated areas (community kitchen) or consuming drinks around work stations computers or equipment. Using parking areas or other property in an unauthorized, improper or unsafe manner, including but not limited to use of skates or skateboards, bicycles and scooters. The parking lot may not be used as an overnight parking facility for travelers. Vehicles parked improperly are subject to being towed at the owner's expense.
The member cooperation policies have been created to encourage cooperation among the members and to promote the smooth operation of WingSpace.
The members of WingSpace are committed to using fairness, transparency, respect and flexibility to guide their work and interaction. WingSpace seeks to go beyond cooperation to a place of true collaboration and innovation. The baseline to achieve this is to recognize that WingSpace is not only a physical environment but also a social and psychological one. Everyone needs to feel welcome, comfortable and empowered. It is our shared commitment to work towards creating this safe space wherever and however possible.
The overall community and culture. We operate from a place of mutual respect and appropriate noise levels. Disruptive behavior to the work environment is not acceptable.
No spamming, posting or downloading files that you know or should know are illegal or that you have no rights to. Access any other device connected to WingSpace network or the Internet that you do not have permission to access.
Conference/Meeting Room Usage
Members are responsible for managing their own 'Reservable Resources' through their WingSpace membership app. When planning and holding your meetings and events in the space, please ensure that you respect the work environment of the other members.
Room bookings are scheduled on a first come first serve basis. Meeting rooms can be reserved in advance using the online calendar through the WingSpace Proximity app according to the time frames established in each membership structure.
Pre-scheduled bookings will be posted on the board outside each meeting room each day.
'Day-of' bookings can be done on a first come first served basis, as available, directly on the tablets outside each room. If you book a conference while another meeting is already taking place and your meeting is immediate after the current meeting you must inform the person(s) in the current meeting so they are aware of your booking.
WingSpace reserves the right to assign a different meeting room to a group in order to coordinate the multiple needs of the user group and WingSpace.
Members will be charged for hours of meeting room usage over their membership credits.
Members may use the meeting rooms as coworking space when not booked for use that day (because meeting rooms must be booked at least 24 hours in advance). Please clean and vacate the meeting room premises a minimum of 15 minutes prior to any bookings to allow members time to set up for their scheduled events.
Members are responsible for their own set-up and clean-up of the meeting rooms.
WingSpace is not responsible for items left unattended in the meeting rooms.
We ask that members use our dishware and utensils (versus disposable ware) during regular work days in order to reduce waste.
No permanent markers may be used at WingSpace to prevent damage to the white boards.
Members may use the meeting room equipment at no charge; however, you are responsible for the safe use of the equipment and you are expected to return it in working order. A procedures manual for meeting room equipment is available for easy reference.
MEETING ROOM CREDITS: Meeting rooms must be canceled at least 24 hours in advance of your meeting in order to maintain your meeting room credit. Meeting room credits do not accumulate; your credits must be used during your current paid membership month.
MEETING ROOM CANCELLATIONS FOR MEMBERS WITH MONTHLY MEETING ROOM CREDITS: Meeting rooms must be cancelled at least 24 hours in advance of your meeting in order to keep your meeting room credit. Please notify the space manager of your cancellation.
CREDITS ISSUED TO MEMBERS AND NON-MEMBERS FOR PREPAID MEETING ROOM AND EVENT SPACE CANCELLATIONS AND RESCHEDULING. Cancellations and Rescheduling for pre-paid meeting room and event space bookings require a minimum 30-day notice in order to receIve a full-refund credited back the customer’s payment source. All pre-paid meeting room bookings and event space bookings that are cancelled less than 30 days prior to the scheduled booking will be issued a WingSpace Credit to the customer’s WingSpace account. The credit may be applied toward WingSpace services at the customer’s discretion. Members and non-members who have scheduled and pre-paid for a meeting room or event space within 30 days of their scheduled event will be issued a WingSpace credit to their WingSpace account upon cancellation or rescheduling. The credit may be applied toward WingSpace services at the customer’s discretion.
Security and Liability.
All members and guests are responsible for their own belongings and actions. Should any action or inaction cause damage or cost to WingSpace then that cost will be levied to that member or members. Each member is responsible for ensuring the security of their individual work space and their equipment. Members are also expected to do their best to ensure the shared security of the common spaces. Any member working in the space outside of regular office hours assumes responsibility for the security of WingSpace. We are all vulnerable to a security breach, so it is of the utmost importance that everyone strictly adheres to the Security Policy. Failure to do so could result in being asked to work strictly within the regular daytime business hours of the WingSpace operation. Please see the WingSpace staff if you have any questions about security procedures.
Mailing Address Event Promotion
It is a requirement that any events being held at WingSpace be promoted using the official logo that is available for download online. We also ask that wherever you post your address that you include the words @ WingSpace to collectively strengthen our brand. This is true for business cards, event promotion, sig files, brochures and other places where your address is rendered.
MAIL HANDLING AND USE OF ADDRESS.
Full-Time Memberships that include use of the physical address for mail handling can pick up mail during regular business hours. We will receive letters, sign for your packages, and store them securely, unless otherwise instructed by you. If you place your membership on hold but would like us to continue to receive mail on your behalf, the Virtual Mail Handling fee of $25/month will be charged to the credit card on file. Any accounts left unpaid are subject to mail being returned to sender. Upon termination of your membership, mail will be held for a maximum of 30 days.
Members may request a Dedicated Locker Add-on for $5/mo. A Dedicated Locker allows you to store your personal items in a dedicated locker. You must supply your own lock for your locker.
DAY USE LOCKERS:
Lockers can be used by Frequent Flyer members between 9 am - 5 pm. You can check out a lock at the front desk. Locker must be emptied at the end of the day and lock turned in to front desk.
Our Community Cultivators and Members will need to be responsible for garbage, recycling and general tidying. Deeper cleaning is done once a week by a professional cleaning service.
At all times, noise needs to be kept at a reasonable level. A shared environment will never be completely quiet but all members are expected to be respectful of the needs of others. Please be conscious of those around you and their need to focus on their work.
Conflict Resolution Process
If a member has a problem with the actions or behaviors of another member, she or he must first try to resolve the problem directly with that person or group. If the problem persists, the member will be asked to put the complaint in writing and address the note to the WingSpace staff. The WingSpace staff will review the complaint, speak with both parties and propose a solution. This solution must be followed; if the problem persists, WingSpace may choose to terminate the membership and/or lease of either party based on its best judgment. WingSpace is committed to ensuring fairness, transparency, accessibility and accountability in the conflict resolution process. Our hope is that all members will show flexibility, compromise and respect, and that we can work collaboratively to address all concerns.
WingSpace membership is per person. Additional guests may be billed to your member account for working in the space.
The open coworking space is not a meeting space to meet with clients. Please reserve one of the meeting rooms to meet with your guest.
Each Member is responsible for their guests at all times.
Please reserve meeting space or coworking seats ;through your proximity space member management account online at members.wingspace.biz. Same day requests are not guaranteed.
Cancellations must be made in accordance to the meeting room cancellation policies. Meeting room will be charged to the booking member’s account.
Virtual Memberships and Mail Service Add-On
If you sign up for at virtual membership or the Mail Service Add-on, DO NOT fill out a forwarding address with the post office. Please notify directly the clients and services whom you wish to send you mail to the WingSpace business address. When you decide to end your Virtual Membership or MAIL SERVICE add-on with WingSpace please notify each of your clients and services directly of the new address you wish them to use.
Virtual Members DO NOT have packages delivered to WingSpace, because we do not have a place to store packages here (unless you have an office membership, in which case your package can be placed on or next to your desk in your office)
Please check your mailbox frequently to prevent your mail from exceeding your mailbox capacity.
ENDING VIRTUAL MEMBERSHIP OR MAIL SERVICE ADD-ON:
Seize and Desist Requirements: Upon ending your VIRTUAL MEMBERSHIP OR MAIL SERVICE ADD-ON with WingSpace you are required to seize and desist the use of the WingSpace mailing address with any outlets related to your business including but not limited to: marketing materials, any online websites, banking services, payment processing services, as well as any and all digital media/marketing channels:
When you end your VIRTUAL MEMBERSHIP OR MAIL SERVICE ADD-ON with WingSpace DO NOT fill out a forwarding address with the post office, because this will cause EVERYONE ELSE'S mail to forward to the new mailing address. It is your responsibility to notify business contacts of your change of address.
Mail Forwarding: Upon ending your VIRTUAL MEMBERSHIP OR MAIL SERVICE ADD-ON with WingSpace we require a $60 forwarding fee paid in advance to cover mail forwarding costs for the following 6 months. Once a month we will place all of your residual mail into one folder and forward to the mailing address you provide. After six months any mail delivered to WingSpace in your name will be returned to sender or discarded. By signing up for this service you agree to abide by these policies. These policies are also included in the Terms of Service.
Enclosed Private and Shared Offices
Please turn lights off in rooms that are not being used (meeting rooms, restrooms, phone rooms, etc)
Alterations to offices
Any alteration whatsoever to the offices including but not limited to new paint colors, installation of shelving, bolting artwork to walls must be approved by WingSpace before initiating. Alterations may require the member to provide a security deposit. The member will be responsible to return their office back to the standard upon their departure. Any costs accrued to WingSpace will be deducted from the security deposit.
Any guest must be accompanied by a member at all times inside the coworking space. A guest must be listed in the Visitor/Guest Register before using any of the amenities. The inviting member will be responsible for their guests actions at all times.
Guest Register (Digital form)
This must be completed by the hosting member. It is required to record the guest's details and ensure they have understood the Acceptable Use Policy and other requirements such as health and safety.
Please practice respect for the physical space, common shared spaces, personal spaces, and private spaces.
This is a multiple tenant building. Out of respect to the other tenants: remain quiet and avoid congregating in front of the other tenants entrance/exit areas.
WingSpace requires a minimum of 10 working days notice of cancellation for all non-office membership packages or services contracted for with WingSpace by member. Office memberships require a 30-day notice. WingSpace requires all changes and cancellation notices to accounts to be provided and supplied in writing by the member to WingSpace.
PAYMENT OPTIONS AND RULES.
There is a ONE-TIME non-refundable setup and onboarding fee of $35. This will be charged to your account separately when you join as a Part-Time or Full-time Member. There is a 3% monthly service fee for payment processing. These terms and conditions are subject to change. Members are responsible for checking for updates. If any changes are made to the Terms of Service you will be required to agree to the terms of service and policies again.
Please allow 5 to 10 business days for refunds to be credited back to your payment source account. All refunds will be less the 3% service fee.
Termination by Member.
Member may terminate WingSpace membership at any time by written notice. WingSpace will not refund fees for the remainder of any month or any pre-paid months. a. Upon termination, Member shall remove all belongings from the Space. b. Belongings left for more than two (2) weeks following termination will be donated to a charitable organization, and mail arriving more than two (4) weeks following termination will be returned to sender.
Termination by WingSpace
a. WingSpace may terminate a Members membership at any time and in its sole discretion with or without cause. If WingSpace terminates the membership without cause, the termination will be effective immediately upon written notice. In the event of such termination, no further fee payments shall be required or charged by WingSpace. WingSpace will refund Member for any full, pre-paid months but will not refund for any partial months. c. If WingSpace terminates the membership with or for cause, the termination will be effective immediately upon written notice, and there will be no refund of any membership fees. For purposes of this section, with or for cause includes but is not limited to Member’s failure to pay membership fees or to pay on time, breach of this Agreement, failure to follow the Community Code of conduct, illegal or abusive behavior or harm or potential harm to other members or guests or the Space, or repeated complaints by other members or guests.
a. Member understands and agrees that while using the Space or the Services, he/she may see, learn, receive or otherwise be exposed to confidential and proprietary information relating to WingSpace or other members and their businesses, including without limitation, products and services, billing and pricing methods, customers and customer lists, and any other sales, marketing, financial and/or other non-public business information (Confidential Information). Member agrees to hold all such Confidential Information in the strictest confidence, and Member shall not, directly or indirectly, use or disclose to any third party any such Confidential Information for any purpose. b. Photo/Video Release. Member agrees to grant to WingSpace and its authorized representatives permission to record photos and/or video, of Member while on site at WingSpace or at a WingSpace sponsored function off site. Member further agrees that any or all of the material photographed may be used, in any form, as part of any future social media, online, or printed materials used to promote WingSpace, and further that such use shall be without payment of fees, royalties, special credit or other compensation.
No Unlawful or Prohibited Use or Interference Member agrees not to use the Space or Services for any purpose that is unlawful or prohibited by this Agreement. Member further agrees not to use the Space or the Services in any manner that could damage, disable, overburden, or impair any WingSpace server, or the network(s) connected to any WingSpace server, or to attempt to gain unauthorized access to any accounts, computer systems or networks connected to any WingSpace server, through hacking, password mining or any other similar means. Member further agrees not to interfere with any other members use and enjoyment of the Space and any Services.
Addendum A: Canine Membership
Office members only may sign their dog up as a canine member with a $10/mo add-on. As a canine member of WingSpace, you and your owner agree to the following:
- Use your indoor voice and your outdoor potty.
- Be gentle and loving to both humans and other dogs.
- Allow your owner to brush you at least once a week and bathe you regularly especially during shedding season.
- Bring a bed, pillow or blanket to lay on while you cowork.
- Make every effort to not wander while your owner is coworking.
- Remind your owner to wash your bed/blanket/pillow once a month.
- Understand that common areas are off limits to you. (This includes the conference rooms, and the kitchen.)
- Remind your owner to vacuum your office or work space at least once a week, and more often if you are a turbo-shedder. (You know who you are.)
- Remind your owner to wash off your nose and paw prints from doors/windows once a week.
If any dog growls at, nips, bites or lunges at any other dog or human member they will no longer be allowed to come to WingSpace.
If any member has severe allergies to dogs, canine memberships will be suspended.
Waiver of Liability
MEMBER EXPRESSLY AGREES THAT WINGSPACE SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM PERSONAL INJURIES SUSTAINED BY THE MEMBER OR HIS/HER GUESTS IN, ON OR ABOUT THE SPACE OR AS A RESULT OF MEMBER OR HIS/HER GUESTS USE OF THE SPACE AND SERVICES. MEMBER ASSUMES FULL RESPONSIBILITY FOR ANY SUCH INJURIES OR DAMAGES THAT MAY OCCUR TO MEMBER OR GUESTS IN, ON OR ABOUT THE SPACE AND FURTHER AGREES THAT WINGSPACE SHALL NOT BE LIABLE FOR ANY LOSS OR THEFT OF PERSONAL PROPERTY. MEMBER ALSO SPECIFICALLY AGREES THAT WINGSPACE SHALL NOT BE RESPONSIBLE FOR SUCH INJURIES, DAMAGES, LOSS OR THEFT EVEN IN THE EVENT OF NEGLIGENCE BY WINGSPACE, WHETHER SUCH NEGLIGENCE IS PRESENT AT THE SIGNING OF THIS AGREEMENT OR TAKES PLACE IN THE FUTURE. THIS WAIVER DOES NOT, HOWEVER, APPLY TO GROSS NEGLIGENCE OR INTENTIONAL TORTS BY WINGSPACE.
Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY LAW, WINGSPACE PROVIDES ACCESS TO THE SPACE AND THE SERVICES;AS IS; WITHOUT WARRANTIES, CONDITIONS, REPRESENTATIONS OR GUARANTIES OF ANY KIND. WITH RESPECT TO THE SPACE AND/OR THE SERVICES, CW DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR THE QUALITY OR CONDITION OF THE SPACE.
MEMBER EXPRESSLY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS WINGSPACE AND ITS PAST, PRESENT AND FUTURE OFFICERS, AGENTS, SHAREHOLDERS, MEMBERS, REPRESENTATIVES, EMPLOYEES, AFFILIATES, SUCCESSORS, AND ASSIGNS, JOINTLY AND INDIVIDUALLY, FROM AND AGAINST ALL CLAIMS, ACTIONS, SUITS, DEMANDS, LIABILITIES, LOSSES, DAMAGES, SETTLEMENTS, JUDGMENTS, EXPENSES, AND COSTS (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS FEES AND COURT COSTS), WHETHER OR NOT INVOLVING A THIRD PARTY CLAIM, WHICH ARISE OUT OF, RELATE TO OR RESULT FROM MEMBERS USE OF THE SPACE OR THE CONDITION OR MANAGEMENT OF THE SPACE, INCLUDING BUT NOT LIMITED TO CLAIMS OF INJURIES TO PERSON OR DAMAGE TO OR THEFT OF PROPERTY, AND REGARDLESS OF WHETHER OR NOT CAUSED BY THE NEGLIGENCE OF WINGSPACE OR ANY OTHER INDEMNIFIED PARTY OR WHETHER OR NOT THE RELEVANT CLAIM HAS MERIT.</p>
If any provision or portion of this Agreement is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect. Written Notice.</strong> All notices required or permitted under this Agreement shall be in writing addressed to the respective parties at the addresses set forth below, and shall be delivered by hand, by nationally recognized overnight courier or by email with read receipt confirmation.
This Agreement shall be deemed to be made in Prescott, Arizona, shall be governed by the laws of the State of Arizona, and the parties hereby irrevocably submit to the jurisdiction and venue of the state and federal courts located in Prescott, Arizona. This Agreement shall be binding upon and shall inure to the benefit of the parties, their heirs, administrators, successors and permitted assigns and legal representatives. If it is necessary for a party to enforce the provisions of this Agreement, the prevailing party shall be entitled to reimbursement from the nonprevailing party for the prevailing party's costs of enforcement, including, without limitation, court costs and attorneys fees. This Agreement is the entire agreement between the parties and supersedes all prior oral and written understandings and agreement. Unless otherwise permitted above, the terms of this Agreement may not be modified or amended, except in writing by both parties (email is acceptable form of written notice).