Terms & Conditions
Effective as of October 22nd, 2018
MADE BY WE
TERMS AND CONDITIONS FOR USERS
1. Overview. These Terms and Conditions and the terms and policies referenced and incorporated herein (the “Access Terms”) describe your rights and obligations in connection with services in connection with your use of Made by We. By using the services rendered to you pursuant to these Access Terms, you are agreeing that you shall abide by and be bound by these Access Terms.
2. Who we are. Who we are for purposes of these Access Terms is the WeWork Company Name referenced in the User Details Form. We reserve the right to change the legal entity that charges you for or provides the services. The relevant entity with which you enter into these Access Terms shall be known in these Access Terms as “we,” “our” “us” or “WeWork”.
3. Who you are. References to “you,” “your” and similar words in these Access Terms refer to the individual or entity registering for the Services referenced herein and agreeing to be bound by these Access Terms.
5. What are “Services”? Subject to the Access Terms, WeWork will use commercially reasonable efforts to provide you the services described below at the Made by We premises (the “Premises”), as may be available from time to time. In order to use the Services, you will be required to create a Made by We account and/or download our mobile app. These services are referred to in these Access Terms as the “Services.”
a. Ability to book use of Made by We, including, but not limited to, daily hot desks, minute by minute desk usage and/or conference space at the Premises;
b. Access to and use of the shared Internet connection in accordance with the Data Connection & Internet Access ToS; and
c. Front desk assistance.
The “Services” shall be deemed to include any other services you may purchase from us from time to time. Any such additional services will form part of the “Services” and may be subject to additional guidelines, terms, conditions and/or rules, including additional payment obligations, which shall be deemed to form part of and be incorporated into these Terms and accepted by virtue of the use of such additional services.
6. Change to our Services or these Terms. The availability and scope of the Services and the Premises at which the Services are available are subject to change from time to time in our sole discretion.
Creating Your Account
7. Eligibility. Unless we specify or agree otherwise, the Services are available to individuals who are at least 18 years old (as applicable, the “Eligibility Age”). No one under the Eligibility Age may access the Premises or use the Services or provide any personal information to us (e.g., name, address, telephone number or email address) unless otherwise agreed to. You represent to us and warrant that the information you provide is and will remain accurate and complete.
Paying for Your Services
8. Payments. You agree to pay us the fees associated with the particular Services you are purchasing, as displayed to you at the time you create your account and/or you sign up for the relevant Services, or as updated by us from time to time upon notice to you.
9. Taxes. All sales, use, excise, value added and any other taxes attributable to your usership are as shown on your invoice.
10. Reserve Ahead; No refunds. In the event that you need to cancel a reservation for a conference room or daily seat, you must cancel by 5 p.m. on the day prior to the reservation in order to be eligible for a refund. Otherwise, no refunds will be granted.
11. Cancellations. In the event that space that you have reserved is not available, for any reason, either within our control, or wholly outside our control, we reserve the right to cancel your reservation and provide a refund and/or provide a similar and suitable alternative location, in the same geographical region, in our sole discretion.
12. Security. For security reasons, we may, but have no obligation to, regularly record certain areas in the Premise via video.
Use of the Services
13. House Rules. Each Premises may have its own house rules governing the expected behavior in such Premises, which you can find at such Premises (the “House Rules”) and which you must comply with while using Services in such Premises. The House Rules of any Premises at which you receive or use Services are hereby incorporated into these Access Terms. In addition, you will not perform any activity that is reasonably likely to be disruptive, damaging or dangerous to us, our employees or agents, other members or users, any guests or any other third parties or any pets or property of any of the foregoing. The violation of this provision may result in our termination of your right to use Made by We.
15. Property. We are not responsible for any property you leave behind in any of our Premises and any use of lockers provided at the Premises shall be used at your own risk. It is your responsibility to ensure that personal items are secure. Other than when using the workspace, you must remove all property from all Premises. We may dispose of any property remaining in any of our Premises, and you waive any claims or demands regarding such property or our handling of such property. You will be responsible for paying any fees reasonably incurred by us regarding such removal. Additionally, activity that jeopardizes the property of WeWork, Made by We or other users or WeWork members is strictly prohibited.
16. Other users. We do not control and are not responsible for the actions of other individuals you encounter through the use of the Services; this includes other Made by We users and their guests at any Premises. We do not endorse, support or verify the facts, opinions or recommendations of our users. If a dispute arises between users, we shall have no responsibility or obligation to participate, mediate or indemnify any party, unless such dispute arises as a result of WeWork’s gross negligence or willful misconduct.
17. Third party products or services. The Services may give you access to products, services or advertisements provided by third party service providers or our other business partners (“Third Party Services”). Third Party Services are provided solely by the applicable third-party service provider (“Third Party Service Provider”) and pursuant to separate arrangements between you and the applicable Third-Party Service Provider. THERE IS NO WARRANTY OF MERCHANTABILITY, NO WARRANTY OF FITNESS FOR A PARTICULAR USE, AND NO WAARRANTY OF ANY KIND, EXPRESS OR IMPLIED REGARDING THIRD PARTY SERVICES AND WE ARE NOT RESPOSNIBLE IN ANY WAY FOR THE CONTENT OF ANY LINKS, PRODUCTS, SERVICES OR OTHER MATERIASL RELATING TO ANY THIRD PARTY SERVICES.
18. User termination. Unless otherwise set forth on the User Details Form, your ability to use Made by We shall remain active until otherwise terminated, with services to be purchased on an as used, and as needed basis. If you fail, or if we suspect that you have failed, to comply with any of the provisions of these Access Terms we may, at our sole discretion, restrict your access to your account and the Services and/or terminate your ability to use the Premises with immediate effect and without prior notice to you. We do not provide refunds upon termination or cancellation of your ability to use Made by We, including individual accounts with respect to amounts already paid. You will remain liable for past due amounts, and we may exercise our rights to collect due payment, despite termination or expiration of your ability to use Made by We. We may also terminate your ability to use Made by We and associated Accounts, if we discontinue the Services, at any time.
19. Use of the WeWork Name; Photos of the Premises. For the purposes of this section, “Intellectual Property” includes (a) any of our business names, trademarks, service marks, slogans, logos, designs, trade dress, images, photographs, content, and other identifiers or intellectual property; (b) any derivative, modified, altered or similar versions of the same; or (c) any pictures or illustrations of any (i) portion of a WeWork Premises, including any Premises where WeWork provides any services, (ii) WeWork Member or guest, or (iii) intellectual property of any WeWork customer. You do not acquire any rights in or to any of our Intellectual Property by accessing or using the Member Network. Without our prior written consent, you may not copy, use or otherwise appropriate for any purpose that could be competitive with or harmful to WeWork (as determined by WeWork in its sole discretion) any Intellectual Property contained within the Member Network. You may not use any content, data or other information you receive or access in connection with the Member Network to solicit any of WeWork’s customers, WeWork’s partners, or other individuals or entities you encounter in connection with your use of the Member Network, in a manner that could be competitive with or harmful to WeWork, as determined by WeWork in its sole discretion.
20. Intellectual Property of others. You must not directly or indirectly take, copy or use any information or intellectual property belonging to other user or user companies or any of their guests, including without limitation personal names, likenesses, voices, business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property, or modified or altered versions of the same.
21. Other. You hereby consent to our non-exclusive, non-transferable use of your name and/or likeness in connection with identifying you as a user of Made by We, alongside those of other users in video and other marketing materials. You warrant that your company logo, if you have one, does not infringe upon the rights of any third party and that you have full authority to provide this consent. You may terminate this consent at any time upon thirty (30) days’ prior notice.
Disclaimer of warranties; Limitations of liability
22. Waiver and release of claims. To the extent permitted by law, WeWork and our landlord on the Premises and our affiliates, parents, and successors and each of our and their employees, assignees, officers, agents and directors (collectively, the “WeWork Parties”) disclaim all warranties and terms, express or implied, with respect to the Services, including warranties, terms or representations as to the availability, operation, performance and/or use of the Services, data security or any other services, content or materials on or accessed via the Services, including any warranties or terms of merchantability, fitness for a particular purpose, title, non-infringement and any implied warranties, terms or indemnification arising from course of dealing, course of performance or usage in trade. To the extent permitted by law, you, and your or their employees, agents, guests and invitees, (i) waive any and all claims, liabilities, costs, damages, expenses and rights, including reasonable attorneys’ fees (“Claims”) against the WeWork Parties resulting from injury or damage to, or destruction, theft, or loss of, any property, person or pet; and (ii) release the WeWork Parties from any such Claims. For the avoidance of doubt, nothing in these Terms will release a claim or exclude our liability to the extent arising from our (a) gross negligence or willful misconduct; or (b) fraud or fraudulent misrepresentation.
23. Limitation of Liability. To the extent permitted by law, the aggregate monetary liability of any of the WeWork Parties to you, and your or their employees, agents, 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 us under these Access Terms for the product or service from which the claim arose in the twelve (12) months prior to the claim arising. None of the WeWork 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 you may not commence any action or proceeding against any of the WeWork 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.
24. Indemnification. To the extent permitted by law, you will indemnify and hold harmless the WeWork Parties from and against any and all claims, liabilities, damages and expenses including reasonable attorneys’ fees, resulting from any breach of these Access Terms by you, and your or their employees or guests, or your or theirs agents or invitees or pets or any of your or their actions or omissions, and WeWork will have sole control over the defense of any such Claims. 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 Premises. You will indemnify the WeWork Parties from and against any and all claims, including third party claims, liabilities, and expenses including reasonable attorneys’ fees, resulting from any breach or alleged breach of this Agreement by you or your Members or your or their guests, invitees or pets or 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 WeWork Parties.
25. Settlement. You shall not make any settlement that requires a material act or admission by any of the WeWork Parties, imposes any obligation upon any of the WeWork Parties or does not contain a full and unconditional release of the WeWork Parties, without our written consent. None of the WeWork Parties shall be liable for any settlement made without its prior written consent.
26. Enforceability. If any provision of these Access Terms is held to be invalid, illegal or unenforceable in any respect, that provision shall be limited or eliminated to the minimum extent necessary so that these Access Terms shall otherwise remain in full force and effect and enforceable. Our failure to enforce any part of these Access Terms shall not constitute a waiver of our right to later enforce that or any other part of these Access Terms. In order for any waiver of compliance with these Access Terms to be binding, we must provide you with written notice of such waiver. The failure of either party to enforce its rights under these Access Terms at any time for any period will not be construed as a waiver of such rights, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy.
27. Relationship of the parties. You and we are independent contractors, and no agency, partnership, or joint venture relationship is intended or created by these Access Terms. Neither party will in any way misrepresent our relationship.
28. Interpretation. The section and paragraph headings in these Access Terms are for convenience only and shall not affect their interpretation. Any use of “including” “for example” or “such as” in these Access Terms shall be read as being followed by “without limitation” where appropriate.
29. No third-party beneficiaries. You agree that, except as otherwise expressly provided in these Access Terms, there shall be no third-party beneficiaries.
30. Survival. Even after your Made by We User Agreement is terminated, certain of these Access Terms and of the Access Terms will remain in effect. All terms that by their nature may survive termination of these Access Terms shall be deemed to survive such termination. Sections 1, 4, 8-10, 17, 20-34 shall also survive any termination or expiration of these Access Terms, as well as all other provisions of this Agreement reasonably expected to survive the termination or expiration of this Agreement.
31. Governing Law. This Agreement and the transactions contemplated hereby shall be governed by and construed under the law of the State of New York, U.S.A. and the United States without regard to conflicts of laws provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods or New York’s or any other implementation of the Uniform Computer Information Transactions Act.
32. Venue; Dispute Resolution. Except that either party may seek equitable or similar relief from any court of competent jurisdiction, any dispute, controversy or claim arising out of or in relation to this Agreement, or at law, or the breach, termination or invalidity of this Agreement, that cannot be settled amicably by agreement of the parties to this Agreement shall be finally settled in accordance with the arbitration rules of JAMS then in force, by one or more arbitrators appointed in accordance with said rules. The place of arbitration shall be New York, New York, U.S.A. The proceedings shall be confidential and in English. The award rendered shall be final and binding on both parties. Judgment on the award may be entered in any court of competent jurisdiction. In any action, suit or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator(s) or court, as applicable. This Agreement shall be interpreted and construed in the English language, which is the language of the official text of this Agreement.
33. Class Action Waiver. Any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. You and we also agree not to participate in claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person’s account, if we are a party to the proceeding. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATION.
34. Contacting us. If you have any questions relating to these Access Terms, please contact your user success contact.