Legal Agreement: Terms of Service
VIDA Membership Agreement Terms and Conditions
Thank you for becoming a member of VIDA Coworking (VIDA), which is wholly owned by Make Life Work, Inc., an Oregon corporation.
VIDA is a coworking and community space that is designed to support modern life. Our goal is to provide our members with the environment, systems and community supports to help Make Life/Work - and allow you to thrive personally and professionally.
As a member of our community, and with a related account in our community management platform, Proximity, you will have access to our facility and our onsite amenities.
By becoming a member and creating an account on Proximity, you agree to the following terms and conditions (the “Terms”). Please read them closely and carefully. If you have any questions relating to the Terms, please send them to email@example.com.
Membership and Terms
VIDA offers a variety of membership options, descriptions of which can be found at members.vidacoworking.com or vidacoworking.com.
All VIDA memberships are offered on a month-to-month basis and will continue on a month-to-month basis thereafter until either: (i) you notify us of your desire to cancel your membership, in accordance with the terms more fully described below; or (ii) our immediate termination of this Membership Agreement, as more fully described below.
Membership fees are billed on the day that you activate your paid membership, and will continue to be automatically billed on the same day, month-after-month, until your membership is terminated. You must maintain a current payment method within your Proximity account at all times while a member of VIDA. If payment via credit card fails on two (2) or more occasions, then we may require you to make payments via direct withdrawal from your bank account. Once a payment is processed, the fees paid are non-refundable (unless a charge was erroneously made by VIDA).
You authorize VIDA to bill and accept payment of all amounts addressed or specified in the Terms by credit card, debit card, or direct withdrawal from your bank account, and you acknowledge that you will be automatically charged the recurring monthly membership fee and any other amounts you may incur or be liable for in connection with your membership at VIDA. Beginning on January 1, 2022, payment by credit card will incur a 2.9% credit card processing fee each month; ACH payments will be offered for no additional cost.
You may terminate your membership at VIDA by notifying us in writing at firstname.lastname@example.org at least thirty (30) days prior to the effective date of your termination. You expressly agree that a fully thirty (30) days-notice must be provided prior to termination.
VIDA may, in its sole and absolute discretion, immediately suspend or terminate your membership at any time and for any reason, including: (i) your breach of any term or condition in the Terms; (ii) a change or termination of our rights in the office premises; (iii) your failure to comply with the terms of the Membership Handbook, or with any other policies or instructions provided by us, upon our receipt of three (3) or more complaints from VIDA staff or other members; or (iv) if your membership fees are not paid by the 5th day after they come due.
As a member of VIDA, you agree to use VIDA’s online reservation system, Proximity, to reserve space and pay space use charges. You must maintain an active account on Proximity, which includes your obligation to maintain a valid payment method. All changes will be communicated by email.
Health & Safety Agreements
You agree to enter the VIDA space only if you are healthy and do not show any symptoms of COVID-19 or other contagious virus. You also agree that you will not enter VIDA premises unless you have not tested positive for COVID-19 within the last fourteen (14) days or you have not been exposed to the virus in the last ten (10) days (as per the CDC’s definition of exposure).
If you contract COVID-19 within a period of seven (7) days after being on VIDA premises, you agree to share this information with us (hello@vidacoworking) so that we can keep our space as safe and clean as possible. We will keep all identifying information confidential.
For our current Covid-19 policies and procedures, including communications policies, please see the VIDA Member Handbook, or review them here: https://vidacoworking.com/2021/10/28/covidfall2021/
As a member of VIDA, you agree to receive electronic communications from us to the email address you keep on file, including a weekly newsletter, bi-monthly News You Can Use email newsletter, health and safety advisories, offers, and other related news and information that relates to the VIDA space and community.
At no point will VIDA be responsible for any personal or other property you use or leave in any of our spaces. You acknowledge and agree that it is your responsibility to ensure that you have retrieved all of your personal items prior to leaving VIDA premises or have them properly and safely secured prior to your departure.
If your membership is terminated by you or VIDA, you shall remove all your personal property from VIDA premises. After providing you with reasonable notice of any items remaining on VIDA premises, VIDA will be entitled to keep or dispose of any property without any resulting obligation or liability to you.
Participation in or Use of Services and Premises
You acknowledge that you and your guests or invitees are participating in or using the VIDA facilities at your own risk. You acknowledge and agree that VIDA will not have any liability with respect to you and your guests’ or invitees’ access, participation in, and use of VIDA services or premises, nor will VIDA be liable to you or your guests or invitees for any damage, theft, loss of property or information, or any personal injury or death resulting from such participation or use. You further understand that it is your responsibility to inform your guests and invitees that: (i) their access or use of VIDA services or premises will be at their sole risk; and (ii) VIDA will not have any liability with respect to their access and use of VIDA services or premises, nor for any damage, theft, loss of property or information, or any personal injury or death that results from their access and use of VIDA services or premises.
Further, we do not control and are not responsible for the actions of other VIDA members, individuals on VIDA premises, including guests of VIDA members, community partners, vendors, and other agents using VIDA services or premises. We do not perform background checks on our members or partners, nor do we guarantee that our members or member profiles are accurate. We do not endorse, support, or verify the facts, opinions, or recommendations of our members or partners. If a dispute arises between VIDA members, we will have no responsibility or obligation to participate, mediate, or indemnify any party except to the extent that the dispute is the result of VIDA’s gross negligence or willful misconduct.
Safety & Security
VIDA takes the safety and security of its members seriously and utilizes specific measures to protect the safety of VIDA staff, members, and members’ guests and invitees. You shall not share any passwords, building and other security codes, user information, and other security information that VIDA provides you with anyone else, including your own family members and colleagues, without VIDA’s explicit consent. You will be responsible for all actions taken in connection with your VIDA accounts, regardless of whether you authorize the actions. You acknowledge that VIDA may use video surveillance on its premises and that you and your guests and licensees may be recorded while at VIDA.
Facilities & Equipment
While on VIDA premises, members will be responsible for the general care and security of the facilities and equipment provided. As a VIDA member, you may be held liable and hereby authorizes us to charge you for the repair costs for all damage to our premises and property caused by you or your guests or invitees, including your children.
While on VIDA property, all members must adhere to all applicable VIDA facility rules and policies. VIDA retains absolute discretion to prohibit any activities on its premises which it believes are inappropriate or not in alignment with VIDA’s values.
You consent to our non-exclusive, non-transferable use of your name, business name, logo, and other publicly available information in connection with identifying you as a VIDA member, including on VIDA’s website, newsletters, and in other marketing or advertising materials. However, you may revoke this consent at any time upon thirty (30) days’ prior notice to VIDA.
(a) VIDA. You may not take, copy, or use for any purpose: (i) any information or intellectual property belonging to VIDA, including the names VIDA and VIDA Coworking and slogan Make Life Work, and any of our other business names, trademarks, logos, designs, copyrights, trade secrets, marketing material, and other identifiers (“Intellectual Property”); and (ii) any photographs or illustrations of any portion of VIDA premises, VIDA members, VIDA staff, or VIDA property without VIDA’s prior consent. However, while your VIDA membership remains active, you can use “VIDA”, “VIDA Coworking”, or other Intellectual Property to identify an address or office location. VIDA owns all right, title, and interest in and to Intellectual Property.
(b) Others. You may not take, copy, or use for any purpose any information or intellectual property belonging to other VIDA members, including confidential or proprietary information, personal names, voices, business names, trademarks, logos, other identifiers, and other intellectual property.
Fitness Studio User Agreement
Throughout your membership, VIDA may offer fitness and wellness classes (collectively, “Classes”) and provide a fitness/cardio studio with props, machines, and equipment (collectively, the “Studio”) for use by its members. If you participate in any Classes or use the Studio, then you shall adhere to the policies and rules outlined in the VIDA Member Handbook, and agree to the following fitness-related assumption of risk and release of liability:
You understand that your use of the Studio or your participation in Classes may be harmful to you and those potentially harmful activities may involve:
- Aerobic exercise of varying intensities.
- Slipping, tripping, or falling.
- Lifting weights.
- Equipment malfunctions.
- Strenuous physical exertion.
- Repetitive movements.
- Stretching or bending.
- Holding poses or positions for long periods of time.
- Group exercise settings.
- Exposure to viruses, including life-threatening viruses like COVID-19.
Further, you understand that your use of the Studio or your participation Classes may expose you to minor, severe, or even fatal injuries. Ultimately, you are responsible for your own safety at all times.
You shall listen to all instructions given to you as to when, where, and how to perform or participate in Classes, or how to use the Studio. Any deviation by you from any such instructions will be at your own risk.
It is your own responsibility to consult a physician prior to and regarding your participation in Classes and your use of the Studio. If you participate in Classes or use the Studio, then you represent and warrant that you believe you have a level of physical health and strength, and fitness and flexibility abilities that is required for your participation in Classes or use of the Studio. In the event you are pregnant, you will not participate in the Classes or use the Studio until you have discussed the risks with your doctor.
In exchange for your authorized use of the Studio or your participation in Classes, YOU ACCEPT AND ASSUME FULL RESPONSIBILITY FOR ANY RISKS OF INJURY (PHYSICAL AND EMOTIONAL), ILLNESS, DEATH, PROPERTY DAMAGE, AND PROPERTY LOSS (WHETHER THE RISKS ARE KNOWN OR UNKNOWN) THAT ARE ASSOCIATED WITH YOUR PARTICIPATION IN CLASSES OR YOUR USE OF THE STUDIO. YOU ACCEPT AND ASSUME THIS RESPONSIBILITY WHETHER OR NOT CAUSED BY THE ORDINARY NEGLIGENCE OF VIDA, AND WHETHER OR NOT CAUSED BY YOUR DEVIATION FROM INSTRUCTIONS.
YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL CLAIMS, NOW OR LATER KNOWN, AGAINST VIDA ARISING OUT OF OR ATTRIBUTABLE TO YOUR PARTICIPATION IN CLASSES OR YOUR USE OF THE STUDIO, EVEN IF THE CLAIMS ARISE OUT OF VIDA’S ORDINARY NEGLIGENCE OR VIDA ACTED CARELESSLY. YOU PROMISE NOT TO MAKE OR BRING ANY CLAIM AGAINST VIDA AND FOREVER RELEASE AND DISCHARGE VIDA FROM LIABILITY UNDER SUCH CLAIMS. You understand that you are releasing and waiving your ability to seek medical reimbursement or make any claim or initiate legal proceedings against VIDA.
Waiver and Release of Claims
We are not liable for the actions of other individuals; you are responsible for the actions of and all damages caused by all persons and pets that you or your guests invite to enter any of the VIDA premises.
To the greatest extent permitted by law, you, on your own behalf and on behalf of your employees, agents, guests and invitees, waive any and all claims and rights against us and our landlords at VIDA’s premises and our affiliates, board members, staff and our and their employees, assignees, officers, agents and directors (collectively, the “VIDA Parties”) resulting from injury or damage to, or destruction, theft, or loss of, any property, person, or pet (except caused by the gross negligence, willful misconduct, or fraud of the VIDA Parties), and you release the VIDA Parties from any such Claims.
To the greatest extent permitted by law, you shall defend and indemnify Make Life Work Inc., its owners, officers, directors, employees, and agents from and against any and all claims, including third party claims, liabilities, and expenses (including attorneys’ fees) that arise from any breach or alleged breach of the Terms by you or your guests, invitees, or pets, or by any of your or their actions or omissions except to the extent a claim results from the gross negligence, willful misconduct, or fraud of the VIDA Parties.
You shall not make any settlement that requires a material act or admission by any of the VIDA Parties, imposes any obligation upon any of the VIDA Parties, or does not contain a full and unconditional release of the VIDA Parties without the written consent of the relevant VIDA Party or Parties. None of the VIDA Parties will be liable for any settlement made without their prior written consent.
Limitation of Liability
To the greatest extent permitted by law, the aggregate monetary liability of any of the VIDA Parties to you and your guests and invitees for any reason and for all causes of action, whether in contract, tort, breach of statutory duty, or other legal or equitable theory will not exceed the total amounts paid by you to VIDA in the twelve (12) months prior to the claim arising. None of the VIDA Parties will be liable under any cause of action, for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption, or for the cost of any substitute goods, services, or technology. You acknowledge and agree that, to the extent permitted by law, you may not commence any action or proceeding against any of the VIDA Parties, whether in contract, tort, breach of statutory duty, or other legal or equitable theory, unless the action, suit, or proceeding is commenced within one (1) year of the cause of action’s accrual.
Internet Policy; No Privacy
Wireless access to the Internet is provided as part of your VIDA membership. However, your Internet access is at VIDA’s discretion, and your Internet access may be blocked, suspended, or terminated at any time and for any reason, including for your violation of the Terms, disruption of access of other VIDA members or users, and otherwise to protect VIDA, VIDA’s members, and other third parties. You shall not access or use VIDA Internet in such a way that violates applicable law, or that could harm VIDA or any third party, or interfere with the operation of the network to others.
VIDA’s wireless networks are password protected. Except for guests you invite onto VIDA premises, you shall not share VIDA’s passwords with anyone without first receiving permission from VIDA staff. VIDA reserves the right to remove any devices from its networks that VIDA, in its sole discretion, considers a threat to its networks.
Network speed will vary based on your device configuration, location within VIDA premises, compression, network congestion, and other factors. You are solely responsible for any devices, software, and other materials necessary for your use of VIDA’s networks. Service interruptions, if they occur, will be handled as promptly as possible. VIDA is not responsible, and you shall not hold VIDA liable for any data, business, or other losses you may incur resulting from such interruptions or other performance issues. You will be responsible for protecting your own computer and data from electrical surges, theft, viruses, and other malicious attacks at all times.
You acknowledge that no network and Internet-based communication is completely secure. Accordingly, you shall not consider any communications using VIDA networks to be completely private or protected. Further, while VIDA respects the privacy of its members and other Internet users, you shall have no expectation of privacy or security, including with respect to VIDA’s Internet connection, networks, telecommunications, and information processing systems. VIDA has the right, but not the obligation, to monitor, intercept and review, and disclose (without further notice to you) any transmissions over or use of VIDA’s networks to ensure compliance with the Terms and comply with lawful process, orders, warrants, or subpoenas, or to protect VIDA’s rights, property, members, and other third parties. Your activity, any files, or messages on or using any systems may be monitored or inspected at any time without notice, including for security reasons and to ensure compliance with the Terms, regardless of whether such activity occurs on equipment owned by you or VIDA.
License to Use VIDA Premises
In consideration of your payment of your Membership fees and compliance with the Terms, VIDA grants you a non-transferable, revocable, and non-exclusive license to use and occupy VIDA premises throughout your VIDA membership. The Terms do not, and nothing in the Terms may be construed to create any tenancy interest, leasehold estate, or other real property interest, nor to grant you any title, easement, lien, possession, or other rights in VIDA’s business, its premises, or anything contained within the premises. The relationship between you and VIDA is as independent contractors; nothing in the Terms may be interpreted or construed to create any agency, partnership, joint venture, or landlord/tenant relationship. Furthermore, nothing in the Terms authorizes your or VIDA to act as a legal representative of the other nor to assume, create, or incur any liability or obligation of any kind (express or implied) against or in the name of the other.
The Terms constitute the entire agreement between you and VIDA pertaining to the terms and conditions and other subject matter contained within the Terms. The Terms supersede all prior and contemporaneous agreements, representations, and understandings between you and VIDA pertaining to such subject matter.
In the event that any provision or any portion of the Terms is determined to be invalid, illegal, or unenforceable for any reason, then the remaining provisions of the Terms will be unaffected and will remain in full force and effect to the fullest extent permitted by applicable law.
The Terms will continue to be in effect and enforceable until: (i) the effective date of the cancellation of your membership; or (ii) our immediate termination of your membership in accordance with the Terms.
Amending the Terms
VIDA may amend, alter, revise, add to, or otherwise change the Terms at any time. VIDA will post any such amendments and your continued use of Proximity and access of VIDA premises will be deemed your acceptance of the amended Terms. It will be your responsibility to review the Terms on Proximity from time to time.
Member Representations and Warranties
If you are signing these Terms on behalf of an entity, you hereby represent and warrant that you have all requisite legal power and authority to enter into and abide by the Terms on the entity’s behalf and no further authorization or approval of an authorized agent of the entity is necessary.
Oregon law governs all adversarial proceedings arising out of the Terms. Subject to the arbitration provisions below, you and VIDA shall bring any adversarial proceedings to resolve any dispute arising out of or relating to the Terms, your membership, or your occupation or use of VIDA’s premises in any state or federal court in Multnomah County, Oregon. Both you and VIDA acknowledge that each of those courts would be a convenient forum.
In the event of a dispute that arises out of the Terms, your VIDA membership, or your occupation or use of VIDA’s premises, you and VIDA shall make a good faith effort to resolve your dispute cooperatively and without resulting to a formal adversarial process. If you cannot resolve a dispute cooperatively, then you shall resolve your dispute by binding arbitration, except for proceedings seeking equitable remedies, like an injunction. Any arbitration will be administered by the Arbitration Service of Portland, Inc. (“ASP”) and be held in Portland, Oregon. Any arbitration will be held in accordance with ASP’s then effective rules. There will be one (1) arbitrator who will be a business lawyer, or someone who has alternate qualifications that are mutually agreeable to you and VIDA. If you and VIDA cannot agree on an arbitrator, then you and VIDA shall each appoint an arbitrator who will jointly decide on a final arbitrator to oversee your arbitration proceedings. The prevailing party will be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs, and expenses in connection with the proceeding. Judgment on the arbitrator’s award may be entered in any court having competent jurisdiction. The resolution of the disputed matter, as determined by the arbitrator, will be final and binding on you and VIDA.
Thank you for joining our community and we look forward to the ongoing opportunity to help Make Life/Work for you!