MEMBERSHIP TERMS AND CONDITIONS
These Terms and Conditions describe your rights and obligations in connection with your receipt and use of the services provided by CTRL Collective in connection with your Membership, Conference Room or other services specified herein.
Please read these Terms carefully, as they affect your legal rights. If you have any questions about these Terms, please contact email@example.com. By using the Services, you are agreeing to abide by and be bound by these Terms.
1. ACCEPTANCE OF TERMS
2. DESCRIPTION OF SERVICES
CTRL Collective may provide you with access to office space, work stations, internet access, office equipment, conference space, knowledge resources, and other services as CTRL Collective may offer from time to time pursuant to the membership plan you signed up for at www.ctrlcollective.com (collectively, "Services") of which this TOU, the Community Rules and the Facility Rules each is a part and incorporated in it (collectively, "Member Agreement"). The Services at all times are subject to the Member Agreement, this TOU and the Community and Facility Rules referenced in Section 3.
3. NO UNLAWFUL OR PROHIBITED USE
As a condition of your use of the Services, you will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions and notices, or that are prohibited by the "Community Rules" or the "Facility Rules" attached to this TOU. You may not use the internet-based Services in any manner that could damage, disable, overburden or impair any CTRL Collective server or the network(s) connected to any CTRL Collective server. You may not use the Services in any manner that could interfere with any other member's use and enjoyment of any Services. You may not attempt to gain unauthorized access to any Services, or accounts, computer systems or networks connected to any CTRL Collective server or to any of the Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services.
4. REPRESENTATIONS AND WARRANTIES
You hereby represent and warrant that you have all requisite legal power and authority to enter into the Member Agreement and abide by the terms and conditions of this TOU (and all Community Rules and Facility Rules) and no further authorization or approval is necessary. You further represent and warrant that your participation in or use of the Services will not conflict with or result in any breach of any license, contract, agreement or other instrument or obligation to which you are a party.
5. USE OF SERVICES
You agree that when participating in or using the Services, you will not:
- Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming, spimming or any duplicative or unsolicited message (commercial or otherwise);
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
- Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through CTRL Collective servers or bandwidth;
- Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same;
- Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party;
- Upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, other malware, corrupted files, or any other similar software or programs that may damage the operation of another person's computer or the property of another person;
- Download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;
- Restrict or inhibit any other user from using and enjoying the Services;
- Violate any guidelines which may be applicable for any particular Service;
- Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing person;
- Violate any applicable laws or regulations;
- Create a false identity for the purpose of misleading others;
- Obstruct any entranceway, create any circumstances of disrepair or damage any CTRL Collective property or physical space in a CTRL Collective-controlled floor in a building (the "Premises");
- Bring any pets onto the CTRL Collective Premises, unless you have a specific need for visual assistance or other medical assistance;
- Use cellular phones or other communication devices in a manner that will be disruptive to other members. In the interests of maintaining a peaceful environment, CTRL Collective requests that all members, guests, and clients turn their phones to vibrate while in the Premises. We also ask that you use a phone booth or meeting room for calls longer than three minutes; or
- Otherwise violate the Member Agreement, this TOU or any of the Community Rules or Facility Rules.
6. PAYMENT TERMS
- The monthly fee contained in your Member Agreement is payable monthly in advance on the first day of the month in which the Services are to be provided.
- You agree to pay promptly (i) all sales, use, excise, consumption and any other taxes and license fees which you are required to pay to any governmental authority (and, at CTRL Collective's request, will provide to CTRL Collective evidence of such payment) and (ii) any taxes paid by CTRL Collective to any governmental authority that are attributable to your use of the Services or Premises, including, without limitation, any gross receipts, rent and occupancy taxes, tangible personal property taxes, stamp tax or other documentary taxes and fees.
- Payment Methods. You agree to pay the monthly fee via an Automated Clearing House (ACH) debit transaction, other preauthorized electronic fund transfer, or major credit card. You are responsible for paying any fees of your financial institution associated with the preauthorized payment.
- Late payments for Insufficient Funds. CTRL Collective reserves the right to terminate the Member Agreement and all Services in the event of a late payment for insufficient funds. In the event that CTRL Collective does not exercise this right, you shall pay a fee of 10% of the amount due for any declined payments due to insufficient funds. If the full monthly fee is not received by CTRL Collective when due, a fee will be charged on all overdue balances of 10% of the overdue amount. CTRL Collective reserves the right to withhold the Services while there are any outstanding fees and/or interest. If you dispute any part of an invoice you must give written notice to CTRL Collective at the time of such withholding and must pay the amount not in dispute by the due date or be subject to the late fees or possible termination of the Member Agreement.
- If you benefited from a special discount, promotion or offer, CTRL Collective may discontinue that discount, promotion or offer without notice if you breach these payment terms.
7. CTRL COLLECTIVE REQUIRED DISCLOSURES
CTRL Collective reserves the right at all times to disclose any information about you and/or your participation in and use of the Services as CTRL Collective deems reasonably necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in CTRL Collective's sole discretion.
- You acknowledge and agree that during your participation in and use of the Services you may be exposed to Confidential Information. "Confidential Information" means all information, in whole or in part, that is disclosed by CTRL Collective or by any member or user of the Services, or by any employee, affiliate, or agent thereof that is nonpublic, confidential or proprietary in nature. Confidential Information also includes, without limitation, information about business, sales, operations, knowhow, trade secrets, technology, products, employees, customers, marketing plans, financial information, services, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of CTRL Collective, any analyses, compilations, studies or other documents prepared by CTRL Collective or otherwise derived in any manner from the Confidential Information and any information that you are obligated to keep confidential or know or have reason to know should be treated as confidential.
- Your participation in and/or use of the Services obligates you to:
- Maintain all Confidential Information in strict confidence;
- Not to disclose Confidential Information to any third parties; and
- Not to use Confidential Information in any way directly or indirectly detrimental to CTRL Collective or any other member or any user of the Services.
- All Confidential Information remains the sole and exclusive property of CTRL Collective or the respective disclosing party. You acknowledge and agree that nothing in the Member Agreement, this TOU or Community Rules or Facility Rules, or your participation in or use of the Services, will be construed as granting any rights to you, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of CTRL Collective or any member or any user of the Services.
9. PARTICIPATION IN AND USE OF SERVICES
You acknowledge that you are participating in or using the Services of your own free will and decision. You acknowledge that CTRL Collective does not have any liability with respect to your access to, participation in, or use of the Services, or any loss of information resulting from such access, participation or use. CTRL Collective may need to enter the Premises and may do so at any time. However, unless there is an emergency, CTRL Collective will attempt to notify its members verbally or electronically in advance when CTRL Collective needs to carry out testing, repair, or any work other than routine inspection, cleaning, and maintenance.
10. DISCLAIMER OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CTRL COLLECTIVE PROVIDES THE SERVICES "AS IS" AND WITH ALL FAULTS, AND HEREBY DISCLAIMS WITH RESPECT TO THE SERVICES ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) WARRANTIES, DUTIES OR CONDITIONS OF OR RELATED TO: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES OR MALWARE, ACCURACY OR COMPLETENESS OF RESPONSES, RESULTS, WORKMANLIKE EFFORT AND LACK OF NEGLIGENCE. ALSO, THERE IS NO WARRANTY, DUTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT CONCERNING ANY USE OF THE SERVICES OR THE PREMISES. THE ENTIRE RISK AS TO THE QUALITY, OR ARISING OUT OF PARTICIPATION IN OR THE USE OF, THE SERVICES AND THE PREMISES, REMAINS WITH YOU.
11. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CTRL COLLECTIVE OR ITS SUBSIDIARIES (WHETHER OR NOT WHOLLY-OWNED), AFFILIATES, DIVISIONS, AND THEIR PAST, PRESENT AND FUTURE OFFICERS, DIRECTORS, SHAREHOLDERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS, JOINTLY AND INDIVIDUALLY BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE), NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE PARTICIPATION IN OR INABILITY TO PARTICIPATE IN OR USE THE SERVICES OR THE PREMISES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS MEMBER AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF CTRL COLLECTIVE, AND EVEN IF CTRL COLLECTIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. LIMITATION OF LIABILITY AND REMEDIES
NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF CTRL COLLECTIVE OR ITS SUBSIDIARIES (WHETHER OR NOT WHOLLY-OWNED), AFFILIATES, DIVISIONS, AND THEIR PAST, PRESENT AND FUTURE OFFICERS, DIRECTORS, SHAREHOLDERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS UNDER ANY PROVISION OF THIS TOU AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO ACTUAL DAMAGES INCURRED BY YOU UP TO A MAXIMUM OF THE TOTAL FEES PAID BETWEEN THE DATE YOU STARTED USING THE SERVICES AND THE DATE ON WHICH THE CLAIM ARISES.
- CTRL Collective reserves the right to terminate any Service at any time. CTRL Collective further reserves the right to terminate your participation in and use of any Services, immediately and without notice, for non-payment of your membership fees or if you fail to comply with the TOU, the Community Rules or the Facility Rules. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT NEITHER THE SERVICES PROVIDED BY CTRL COLLECTIVE NOR THIS MEMBER AGREEMENT SHALL IN ANY MANNER CONSTITUTE A LANDLORD/TENANT RELATIONSHIP OR CREATE ANY TENANCY INTEREST, LEASEHOLD ESTATE OR OTHER REAL PROPERTY INTEREST, AND CTRL COLLECTIVE MAY IMMEDIATELY TERMINATE THE SERVICES FOR ANY REASON AT ANY TIME.
- Upon termination of the Member Agreement, you agree to immediately remove any and all of your personal property from the Premises. Any property left behind is forfeited and may be destroyed.
- Any item provided with a deposit, such as a security card, must be returned within 15 days following termination of the Member Agreement in order to receive the deposit.
- You agree to provide CTRL Collective with notice of termination of your membership in accordance with the instructions on our website at 'members.ctrl.la'. Termination includes either reduction or termination of Services.
- Deposits will be held in a non-interest bearing account and returned to members upon satisfaction of terms under this Member Agreement including payment of all outstanding membership fees. We reserve the right to charge additional reasonable fees for any repairs needed above and beyond normal wear and tear.
You shall, during and after the participation in and use of the Services, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding CTRL Collective, or any of CTRL Collective's managers, members, officers, advisors, employees, personnel, agents, policies, services or products, other than to comply with a court order or applicable law.
15. RELEASE AND INDEMNITY
You release, and hereby agree to indemnify, defend and save harmless CTRL Collective and CTRL Collective's subsidiaries (whether or not whollyowned), affiliates, divisions, and their past, present and future officers, directors, shareholders, managers, members, employees, agents, representatives, successors and assigns, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses (including, without limitation, reasonable attorneys' and consultants' fees and costs), judgments, fines and penalties based upon or arising out of your negligent actions, errors, omissions, willful misconduct and/or fraud in connection with the participation in or use of the Services. You further agree in the event that you bring a claim or lawsuit in violation of this Member Agreement, you shall be liable for any attorneys' fees and costs incurred by CTRL Collective and/or its officers, directors, shareholders, managers, members, employees, agents, representatives, successors and assigns in connection with the defense of such claim or lawsuit.
CTRL Collective carries Liability and Business Personal Property insurance. However, you are strongly encouraged to carry an insurance policy to cover your equipment and personal property while using the Premises. Such an insurance policy may cover your current residence/office, as well as the Premises.
17. GENERAL MEMBERSHIP TERMS
By accepting your membership, you agree to the following additional general terms and conditions of your membership:
- You shall not place anything, or allow anything to be placed, in any or near the glass of any window, door, partition or wall which may, in CTRL Collective's judgment, appear unsightly from the outside of the building in which the Premises are located ("Building").
- The sidewalks, halls, passages, exits, entrances, elevators and stairways shall not be obstructed or used for any purposes other than for ingress to and egress from the Premises. The halls, passages, exits, entrances, elevators, stairways, balconies, fire escapes, and roof are not for the use of the general public and CTRL Collective shall, in all cases, retain the right to control and prevent access to the Premises by all persons whose presence, in the judgment of CTRL Collective reasonably exercised, could be prejudicial to the safety, character, reputation and interests of the Building. Neither you nor any of your employees or invitees shall go upon the roof of the Building.
- The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any purposes other than that for which they were constructed, and no foreign substance of any kind whatsoever shall be placed in them, and to the extent caused by you or your employees or invitees, the costs and expense of any breakage, stoppage or damage resulting from the violation of this paragraph shall be borne by you.
- You shall not cause any unnecessary janitorial labor or services by reason of your carelessness or indifference in the preservation of good order and cleanliness.
- No cooking shall be done or permitted on the Premises, nor shall the Premises be used for lodging (the use of the supplied coffee maker and microwave, are, however, permitted uses).
- You shall not bring upon, use or keep in the Premises or the Building, any kerosene, gasoline or other inflammable, combustible or explosive fluid or material, or use any method of heating or air conditioning other than that supplied by CTRL Collective.
- CTRL Collective shall have sole power to direct electricians and telecom personnel to where and how electric power, telephone, CATV, Ethernet, internet, computer and other wires and cables are to be introduced. No boring or cutting of wires or cables is allowed without the consent of CTRL Collective. The locations of telecom, telephones, routers, call boxes and other office equipment affixed to the Premises are determined by CTRL Collective, in its sole discretion.
- Upon the termination of Services, you shall deliver to CTRL Collective all keys, key cards, openers and passes for doors and gates which have been furnished to you. In the event of the loss of any keys, key cards or openers so furnished, you shall pay CTRL Collective for all costs of replacing the same. You shall not make, or cause to be made, a copy or copies of any such keys, key cards, openers or passes; you shall order all such keys, key cards, openers and passes solely from CTRL Collective; and you shall pay CTRL Collective for any additional such keys, key cards, openers or passes over and above the set(s) of such keys, key cards, openers and passes originally furnished by CTRL Collective.
- You shall not install linoleum, tile, carpet or other floor covering so that the same shall be affixed to the floor of the Premises in any manner except as approved by CTRL Collective.
- No furniture, packages, supplies, equipment or merchandise will be received in the Building or carried up or down in the elevator or stairways, except between such hours and in such elevator and stairways as shall be designated by CTRL Collective.
- You shall use reasonable efforts to cause all doors and gates to the Premises that You have opened to be closed and securely locked before leaving the Building.
- You shall not use the name of CTRL Collective, our phone number or email address, the name of the Building or any picture of the Building in connection with, or in promoting or advertising your business or any endorsement of or testimonial with respect to your business without the prior written consent of CTRL Collective, except you may use the address of the Building as the address of your business.
- You shall cooperate fully with CTRL Collective to assure the most effective operation of the heat and air conditioning system for the Premises, and shall refrain from attempting to adjust any controls. You shall keep corridor doors closed.
- Except for CTRL Collective's willful misconduct and gross negligence, you and the other members assume full responsibility for protecting the Premises from theft, robbery and pilferage, which includes keeping doors locked and other means of entry to the Premises closed and secured.
- Except with the prior written consent of CTRL Collective, you shall not sell or cause to be sold any items or services in the Premises, nor shall you carry on or permit or allow any employee or person to carry on the business of machine copying, stenography, typewriting or similar business in or from the Premises for the service or accommodation of occupants of any portion of the Building without written consent of CTRL Collective.
- All non-standard furniture, fixtures, or equipment must have written approval from CTRL Collective.
- All freight must be moved into, within and out of the Building under the supervision of CTRL Collective and according to such regulations as may be promulgated by CTRL Collective. All moving of furniture or equipment into, within or out of the Building by you shall be done at such time and in such manner as directed by CTRL Collective or its agent. In no case shall items of freight, furniture, fixtures or equipment be moved into or out of the Building or in any elevator during such hours as are normally considered rush hours for an office building; i.e., 7:30 - 9:30 A.M., 11:00 A.M. - 1:00 P.M. and 4:00 - 6:30 P.M.
- On Saturdays, Sundays, federally observed holidays and on other days during certain hours for which the Building may be closed after normal business hours, access to the Building or to halls, corridors, elevators, stairwells will be controlled by CTRL Collective through the use of a key card system. This system will verify any and all persons seeking access to the Building through the use of proper identification to determine if they have rights of access to the Premises. CTRL Collective shall in no case be liable for damages wherein admission to the Building has not been granted during abnormal hours by reason of your failing to properly identify yourself through the use of a key card, or through the failure of the Building to be unlocked and open for access by you, your employees and general public. Nothing contained herein shall obligate CTRL Collective to provide such key card system or to make CTRL Collective liable for any act or omission or failure of such system and the key cards which may be provided.
- You shall not change locks or install other locks on doors without the prior written consent of CTRL Collective.
- You shall give prompt notice to CTRL Collective of any accident or damage to or defects in electrical, plumbing, mechanical, telecom, heating, ventilation and air conditioning, or other systems or apparatus known to you so the same may be attended to properly.
- No safes or other objects larger or heavier than the maximum weight the freight elevators of the Building are limited to carrying shall be brought into or installed on or in the Premises. CTRL Collective shall have the power to prescribe the weight and position of such safes or other objects which shall, if considered necessary by CTRL Collective, be required to be supported by such additional materials placed on the floor as CTRL Collective may direct, and at your expense. In no event can these items exceed a weight for which the floor is designed.
- You shall be responsible for any fake, false, illegal, or non-emergency 911 calls made by you including fees and criminal charges brought by the local government or other parties.
18. INTERNET POLICY
Wired and wireless access to the internet is provided as a Service during your membership. Service interruptions, if they occur, will be handled as promptly as possible. CTRL Collective makes no representations whatsoever as to the security of the internet, wired or wireless telecommunications systems, hosting services, or any data or communications system or any information that you send through or place on it. CTRL Collective is not responsible for any loss of data, information, business, goodwill or otherwise as a result of such interruptions. You are responsible to protect your own computers, devices and data, information, business and goodwill from electrical surges, theft, viruses, Trojan horses, worms, time bombs, cancelbots, other malware, and any other similar software or programs that may damage or interfere with the operation of computers or other devices. Unless otherwise set forth by CTRL Collective in writing, you are receiving a single user account solely for your use of the Services through one computer or other device per login session. You agree not to: resell any aspect of the Services, whether for profit or otherwise; share your IP address or ISP Internet connection with anyone; access the internet-based Services simultaneously through multiple computers or other devices; or to authorize any other individual or entity to use the Services. You agree that sharing the Services with another party breaches this TOU and may constitute fraud or theft, for which CTRL Collective reserves all of its rights and remedies. You have no proprietary or ownership rights to a specific IP or other address, log-in name, or password that you use for CTRL Collective's network. CTRL Collective may change your address, log-in name or password for CTRL Collective's network at any time. CTRL Collective will assign an IP address to you each time you access the internet-based Services, and it will vary. You may not assign your log-in name, password or IP address to any other person. You agree not to use the Services, any CTRL Collective or related network or website for any fraudulent, unlawful, harassing or abusive purpose, or so as to damage or cause or add abnormal risk to our business, reputation, employees, subscribers, facilities, the Premises or any person ("Improper Uses"). Improper Uses include, but are not limited to:
If CTRL Collective suspects you engaged in an Improper Use, CTRL Collective will investigate and may institute legal action, immediately deactivate Services to any account without prior notice to you, and cooperate with law enforcement authorities in bringing legal proceedings against violators. You agree to reasonably cooperate with CTRL Collective in investigating potential Improper Uses. You are responsible for any damages to the CTRL Collective infrastructure or business caused by your Improper Uses.
20. MEDIATION AND ARBITRATION OF DISPUTES
In the unlikely event that a dispute arises between us that we cannot resolve between ourselves, the alternative dispute resolution process of this paragraph will apply.
COLLABORATION, SHARING AND MUTUAL RESPECT
A major benefit of CTRL Collective membership is access to your fellow members. We absolutely encourage CTRL Collective members to make connections, collaborate on projects, share ideas, provide advice, and generally make great stuff happen. However, members may NOT spend a large part of their time at the Premises directly soliciting other members and this could result in cancellation of your membership were it to continue after you were cautioned. CTRL Collective is fundamentally a place to work. While we want our community to be open, fun, energizing, and collaborative, we also want it to be professional.
The following rules are those of the owner of the CTRL Collective Premises at 12575 Beatrice St. in Los Angeles, California. We all must respect them.
FACILITY RULES - BUILDING
FACILITY RULES - PARKING
- Violating any applicable law or regulation;
- Posting or transmitting content you do not have the right to post or transmit;
- Posting or transmitting content that infringes a third party's trademark, patent, trade secret, copyright, publicity, privacy or other right;
- Posting or transmitting content that is unlawful, untrue, stalking, harassing, libelous, defamatory, abusive, tortious, threatening, obscene, hateful, harmful or otherwise objectionable as determined in our sole discretion;
- Attempting to intercept, collect or store data about persons without their knowledge or consent;
- Deleting, tampering with or revising any material posted by any other person or entity;
- Accessing, tampering with or using non-public areas of the Premises or the internet-based Services or any CTRL Collective or related website, computer systems or network;
- Attempting to probe, scan or test the vulnerability of a system or network or to breach
- security or authentication measures;
- Attempting to access or search the internet-based Services or any CTRL Collective or related network or website with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by CTRL Collective or other generally available third party web browser;
- Sending unsolicited messages, including without limitation, promotions or advertisements for products or services, "pyramid schemes", "spam", "chain mail" or "junk mail";
- Using the internet-based Services or any CTRL Collective or related website or network to send altered, deceptive or false source identifying information;
- Attempting to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Services or any CTRL Collective or related website or network;
- Interfering or attempting to interfere with the access of any member, user, host or network, including without limitation, sending a "virus" through or to the internetbased Services or any CTRL Collective or related website or network, overloading, "flooding," "spamming," "crashing," or "mailbombing" the internet-based Services or any CTRL Collective or related website or network;
- Impersonating or misrepresenting your affiliation with any person or entity;
- The installation, maintenance or location at the Premises of any computer server of any kind without the express prior written permission of CTRL Collective; and
- Any device emitting a signal on 2.4 Ghz or 5 Ghz, including but not limited to WiFi routers or WiFi broadcasting from computers, cordless phones, or any other device that may interfere with our networks.
- Information You Give Us. We collect your name, email address, username, password, demographic information (such as your gender and occupation), and other information you directly give us on this website.
- Information We Get from Others. We may get information about you from other sources. We may add this to information we get from this website.
- Information Automatically Collected. We automatically log information about you and your computer. For example, when you visit this website, we log your computer or mobile operating system type, browser type, browser language, the website you visited before browsing to our website, pages you viewed, how long you spent on a page, access times, Internet protocol (IP) address, and information about your use of and actions on the website.
- Use of Personal Information. We use your personal information to:
- operate, maintain, and improve our web site and Services;
- respond to comments and questions and provide customer service;
- send information to members including confirmations, invoices, technical notices, updates, security alerts, and support and administrative messages;
- communicate with members about promotions, upcoming events, and other news about products and services offered by us and our selected partners;
- link or combine user information with other personal information;
- protect, investigate, and deter against fraudulent, unauthorized, or illegal activity; and
- provide and deliver services and products customers request.
- Sharing of Personal Information. We may share personal information to comply with applicable law, to respond to lawful requests and legal processes or to protect our rights and property and the rights and property of our affiliates, agents, members, customers, and others. We may share information with those who need it to do work for us. We may share information in an emergency. This includes protecting the safety of our employees and agents, our customers, or any person. If we consummate a business deal with a third party involving the sale or transfer of all or a part of our business or assets to such party, the personal information may be transferred to such party. These business deals may include any merger, financing, acquisition, or bankruptcy transaction or proceeding. Any such third party will have the right to continue to use the personal and other information that you provide to CTRL Collective. In addition, we may share aggregated and/or anonymized data with others for our and their own uses. Other than described in this section, we do not transfer your personally identifiable information to third parties.
- Security of Your Personal Information. We employ security systems to protect the personally identifiable information we receive from you from unauthorized disclosure. Access to your data on our website is password-protected. Please be aware that internet data transmission is not always secure and we cannot warrant that information you transmit utilizing the Services may not be accessed, disclosed, altered or destroyed by breach of any of our safeguards. We will always make reasonable efforts to ensure the security of our systems, however, it is your responsibility to protect the security of your login information. We will never ask you to divulge your password in written or electronic communications. If you suspect unauthorized access to your information, it is your responsibility to contact us immediately.
- Retention of Personal Information. Your personal information may be stored and processed in the United States or any other country where we may have facilities and/or servers. By using our website, you consent to the transfer of your personal information outside your country of residence. We will endeavor to adhere to the principles set forth in this policy, regardless of whether information is collected, transferred or retained in countries or jurisdictions that do not require a similar level of protection of your personally identifiable information. We will retain your personal information for as long as necessary to permit us to use it for the purposes that we have communicated to you, to comply with our legal obligations, resolve disputes and enforce the terms of service and comply with applicable laws, rules or regulations.
- Links to Other Sites. The website may contain links to third party websites that allow users the ability to download or access software or content. We neither control nor endorse such third party websites, and we have not reviewed or approved any content that appears thereon or the privacy practices of such third parties. We will not be held responsible for such third parties' privacy practices. You should review the privacy policies posted on such third party sites.
- Your California Privacy Right. California Law permits our members and customers who are California residents to request certain information regarding our disclosure of personal information to third parties for their own direct marketing purposes. CTRL Collective does not share your information with third parties for the third parties' own and independent direct marketing purposes unless we receive your permission. To make inquires about our sharing practices or your rights under California law, please write to us at CTRL Collective, 12575 Beatrice St., Los Angeles, California 90066, Attn: Legal Counsel.
- Mandatory Mediation.
- You and we agree that any and all disputes, claims or controversies arising out of or relating to the Member Agreement shall be submitted to JAMS, or its successor, for mediation, and if the matter is not resolved through mediation, then it shall be submitted to JAMS, or its successor, for final and binding arbitration pursuant to paragraph 20.2 below. If, for any dispute, claim or controversy to which this paragraph 20 applies, any party (i) commences an action without first attempting to resolve the matter through mediation before commencement of an action, refuses to mediate after a request has been made, then that party shall not be entitled to recover attorneys' fees, even if they would otherwise be available to that party in any such action.
- You or we may commence mediation by providing to JAMS and the other party a written request for mediation, setting forth the subject of the dispute and the relief requested.
- We will cooperate with one another and with JAMS in selecting a mediator from the JAMS panel of neutrals and in scheduling the mediation proceedings. You and we agree to participate in the mediation in good faith and to share equally in its costs.
- All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by either of us, our respective agents, employees, experts and attorneys, and by the mediator or any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving you and us, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.
- You or we may initiate arbitration with respect to the matters submitted to mediation by filing a written demand for arbitration at any time following the initial mediation session or at any time following passage of 45 days from the date of filing the written request for mediation, whichever occurs first ("Earliest Initiation Date"). The mediation may continue after the commencement of arbitration if you and we so desire.
- At no time prior to the Earliest Initiation Date shall either side initiate an arbitration or litigation related to this Member Agreement except to pursue a provisional remedy that is authorized by law or by JAMS Rules or by agreement of the parties. However, this limitation is inapplicable to a party if the other party refuses to comply with the requirements of paragraph 20.1(c) above.
- All applicable statutes of limitation and defenses based upon the passage of time shall be tolled until 15 days after the Earliest Initiation Date. The parties will take such action, if any, required to effectuate such tolling.
- Arbitration. Any dispute, claim or controversy arising out of or relating to this Member Agreement or the breach, termination, enforcement, interpretation or validity hereof, including the determination of the scope or applicability of this Member Agreement to arbitrate, shall be determined by arbitration in Los Angeles, California before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the arbitration award ("Award") may be entered in any court having jurisdiction. Nothing in this paragraph 20.2 shall preclude you or us from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
- You and we agree that the arbitrator must be: (i) a retired judge from the Superior Court of California, County Los Angeles County; or (ii) an attorney with at least ten (10) years of active practice in relevant areas of law.
- You and we shall maintain the confidential nature of the arbitration proceeding and the Award, including the arbitration hearing ("Hearing"), except as may be necessary to prepare for or conduct the Hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an Award or its enforcement, or unless otherwise required by law or judicial decision..
- In any arbitration arising out of or related to this Member Agreement, the arbitrator shall award to the prevailing party, if any, the costs and attorneys' fees reasonably incurred by the prevailing party in connection with the arbitration. If the arbitrator determines a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrator may award the prevailing party an appropriate percentage of the costs and attorneys' fees reasonably incurred by the prevailing party in connection with the arbitration.
- You and we adopt and agree to implement the JAMS Optional Arbitration Appeal Procedure (as it exists on the effective date of this Member Agreement) with respect to any final Award in an arbitration arising out of or related to the Member Agreement.
- Any arbitration arising out of or related to this Member Agreement shall be conducted in accordance with the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures as those Rules exist on the effective date of the Member Agreement, including Rules 16.1 and 16.2 of those Rules.
- No Class Actions. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. You agree that you will not bring, participate in or instigate any class arbitration, class action, private attorney general action or consolidation with other arbitrations in connection with any matter arising out of or touching on this Member Agreement, your membership in CTRL Collective, or your use of the Premises.
- Entire Agreement. The Member Agreement, including this TOU, the Community Rules and the Facility Rules, constitute the entire agreement between the parties pertaining to the subject matter contained herein and therein, and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties pertaining to such subject matter.
- Severability. In the event that any provision or portion of the Member Agreement, including this TOU, the Community Rules and the Facility Rules is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of the Member Agreement, including this TOU, the Community Rules and the Facility Rules shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.
- Waivers. No waiver shall be binding on CTRL Collective unless executed in writing by an authorized representative of CTRL Collective.
- Successors and Assigns. The Member Agreement, including this TOU, the Community Rules and the Facility Rules shall be binding on your heirs, legal representatives, successors and assigns.
- No Assignment. In no event may you assign in whole or in part your membership or use of the Services, without the advance written consent of CTRL Collective.
- Notice. All notices, requests, demands or other communications for which the Member Agreement, including this TOU, the Community Rules and the Facility Rules, provides shall be in writing and shall be addressed at the following addresses: (1) if to CTRL Collective: CTRL Collective Inc, 12575 Beatrice St., Los Angeles, California 90066, Attn: David Bren, CEO, (2) If to you: at the address you provided in the Membership Agreement, or such other address as either party may designate in writing. All notices under the Member Agreement or this TOU shall be effective: (a) forty-eight (48) hours after deposit in the U.S. Mail, postage prepaid, registered or certified mail, return receipt requested; (b) upon delivery, if delivered in person to the address set forth above; or (c) upon delivery, if sent by commercial express service, such as Federal Express, except that notices of change of address shall be effective upon receipt.
- Attorneys' Fees. If CTRL Collective shall bring any action for any relief against you arising out of the Member Agreement, including this TOU, the Community Rules and the Facility Rules, the non-prevailing party shall pay to the prevailing party a reasonable sum for attorneys' and consultants' fees and costs incurred in bringing such suit and/or enforcing any judgment granted therein, all of which shall be deemed to have accrued upon the commencement of such action and shall be paid whether or not such action is prosecuted to judgment.
- Governing Law. The rights and obligations hereunder shall be governed by, and the Member Agreement, including this TOU, the Community Rules and the Facility Rules, shall be construed and enforced in accordance with, the laws of the State of California. Venue for the resolution of any dispute arising out of the Member Agreement, including this TOU, the Community Rules and the Facility Rules, shall be Los Angeles County, California.
- Modification. CTRL Collective may in its sole discretion change the TOU, the Community Rules and the Facility Rules. If CTRL Collective changes the TOU, the Community Rules or the Facility Rules, we will post the modification on our website or otherwise provide you with notice of the modification.
- Every person using CTRL Collective Services must be a paid member. Exceptions are limited to: (a) Day Pass holders; (b) non-members who may use CTRL Collective Services when they are meeting CTRL Collective members at the Premises for business-related meetings; and (c) nonmember attendees of special events in the Premises. Members are accountable for the conduct of their guests. Members must immediately notify CTRL Collective of any additional usage of the Services beyond that designated in their current Membership Agreement.
- CTRL Collective key cards are NOT transferable. You are not authorized to give or "loan" your key card to anyone else for any reason. CTRL Collective may cancel your membership if we discover that you have violated this rule.
- Please keep the kitchen area clean. Please wash, dry, or place in the dishwasher your cups, glasses and dishes. Please take care of your guests' items as well.
- Please label and date all food and beverages you put in the refrigerator. CTRL Collective reserves the right to throw anything in the refrigerator away that should be thrown out, in our judgment.
- If you drink the last cup of coffee, please make a new pot as a courtesy to others.
- Discrimination toward and harassment of others are prohibited in the Premises. CTRL Collective has a zero-tolerance policy for any remarks or behavior that fails to respect the dignity and feelings of any individual in or from the Premises. We recommend that all employees of all CTRL Collective member companies take a class on the problem of workplace harassment.
- You agree to keep your workspace clean and orderly and to remove all trash, packaging and boxes from your workspace or common space frequently.
- Your membership in CTRL Collective affords you access to conference rooms and private phone booths. Please note the following regarding conference rooms and phone booths:
- CTRL Collective has a limited number of conference rooms and to ensure that rooms are always available members must book conference rooms prior to use. There is no drop-in use of conference rooms. Phone booths are available on a first come first serve basis and have a limit of 30 min per use.
- You may not re-sell or donate your conference room time to any non-member or to groups having non-members.
- Please clean up after using a conference room. If you re-arrange the furniture in the conference room, please return it to the original set-up when you're finished. Please erase the white boards after use.
- If you want to hold an event at a CTRL Collective facility, please talk to the CTRL Collective staff to discuss scheduling, guest policy, insurance requirements, and fees if applicable
- With the exception of Nights & Weekends memberships, CTRL Collective is a 24/7 facility for members. However, living in the Premises is prohibited. Members are expected to be mindful of security at the Premises and of the safety of others at all times.
- You are welcome to proudly display your company name on a single sign as long as your signage does not damage walls in the Premises or CTRL Collective or others' property. Your sign may be no larger than one square foot or the equivalent area.
- In the unlikely event that CTRL Collective waives any Community Rule as to you or any particular member, such waiver shall not constitute a waiver of any other rule or regulation or any subsequent application thereof to you or any member.
- The obstruction of any common areas of the project of which the Building is a part, including driveways, walkways and stairways, is prohibited.
- CTRL Collective reserves the right to refuse access to any persons CTRL Collective in good faith judges to be a threat to the safety, reputation, or property of the Premises and its occupants.
- You shall not make or permit any noise or odors that annoy or interfere with other members or persons having business in the Premises.
- You shall not keep animals or birds in the Premises and shall not bring motorcycles, motor scooters, mopeds, bicycles, scooters, skateboards or other modes of transportation into areas not designated as authorized for them.
- Litter and trash must be placed in appropriate receptacles for that purpose.
- You hall not make inappropriate use of any toilet rooms, plumbing or other utilities.
- You shall not place graffiti on or deface the walls, partitions or other surfaces of the Premises or the Building.
- You shall not bring anything in or around the Premises or Building that causes excessive vibration or floor loading in any part of the Building.
- You shall not employ any service or contractor for services or work to be performed in the Building, except as approved by CTRL Collective.
- You, your employees and invitees may not go on the roof of the Building.
- CTRL Collective facilities are smoke and tobacco free. You, your employees and invitees may not smoke, vape, chew tobacco or carry lighted cigars or cigarettes EXCEPT in areas reasonably designated by CTRL Collective and allowed by applicable law and government agencies as smoking areas.
- The Premises shall not be used for lodging or manufacturing, cooking or food preparation except for food preparation and cooking for the benefit of you, your employees and invitees.
- You must comply with all safety, fire protection and evacuation regulations established by CTRL Collective, the owner of the Building or any applicable government agencies.
- You assume all risks from theft or vandalism and agree to keep all access to the Premises closed and locked as required.
- Parking areas shall be used only for parking by vehicles no longer than full size, passenger automobiles and for no other purpose. No storage of any items including but not limited to trucks, trailers, shipping/storage containers, boxes and pallets shall be permitted in either the parking areas or the Common Areas of the project in which the Building is located.
- You shall not permit or allow any vehicles that belong to or are controlled by you or your employees, suppliers, clients, customers, visitors or invitees to be loaded, unloaded, or parked in areas other than those designated by CTRL Collective for such activities.
- Parking stickers or identification devices shall be the property of CTRL Collective and shall be returned to CTRL Collective by the member upon termination of the member's Membership Agreement or parking privileges. You shall pay such replacement charge as is reasonably established by CTRL Collective for the loss of an identification device.
- CTRL Collective reserves the right to relocate all or a part of parking spaces within the parking area of the Building and to reasonably allocate them between compact and standard size spaces, as long as the parking spaces comply with applicable laws, ordinances and regulations.
- Users of the parking area shall obey all posted signs and park only in the areas designated for vehicle parking.
- Unless otherwise instructed, every person using the parking area is required to park and lock his/her own vehicle. Neither CTRL Collective nor the owner of the Building will be responsible for any damage to vehicles, injury to persons or loss of property, all of which risks are assumed by the party using the parking area.
- The maintenance, washing, waxing or cleaning of vehicles or other modes of transportation in the parking areas or Common Areas is prohibited.
- You shall be responsible for seeing that all of your employees, agents and invitees comply with the applicable parking rules, regulations, laws and agreements.
- The Building owner reserves the right to modify these rules.
- Such parking use as is herein provided is intended merely as a license only and no bailment is intended or shall be created hereby.
- The Building owner reserves the right to modify these Facility Rules and/or to adopt such other reasonable rules and regulations as it may from time to time deem necessary for the proper operation of the Building and/or the parking area. You agree to abide by all such existing, modified and new rules and regulations.