LICENSE for MONTHLY USE

This License (this “Agreement”) is made as of the Agreement Date between the Host (Swoon & Co) and the Guest for use of the Space located in the Building.

The Host and Guest agree as follows:

  1. License.SubjecttothetermsandconditionsofthisAgreement,theHost

    grants Guest a non-transferable license to occupy and use the Space in the Building (the “License”) during the Term and the Guest accepts such License.

  2. Term. The Term shall begin on the Start Date and end on the later of the End Date, if specified, or Minimum Term number of months after the Start Date. If no Minimum Term is specified, the Minimum Term shall be one month.
  3. HouseRules.DuringtheTerm,theGuestagreestoaccepttheterms, conditions, and policies provided by the Host relating to the use of the Space, including building security procedures, IT access and use procedures, maximum occupancy limitations, specific state law requirements and other terms or procedures provided by the Host (the “House Rules”) above. The House Rules may be revised and amended by the Host without the prior consent of the Guest; provided that Host shall provide Guest with notice of such revisions and/or amendments. In the event of a conflict between this Agreement and the House Rules, the House Rules shall govern and control.
  4. Payment.TheGuestagreestopaytheFees,Deposits,andTaxesforuseof the Space to the Host.
  5. Definitions.Capitalizedtermsusedandnototherwisedefinedinthis Agreement or the Exhibit and Schedules shall have the meanings set forth in the Section entitled “Definitions” below.
  6. EntireAgreement.ThisAgreement(includingtheExhibits)constitutesthe entire agreement between the Host and the Guest regarding the use of the Space and supersedes any prior agreements between the Host and Guest relating to Guest’s use of the Space.

    Definitions
    “Agreement Date” shall mean the date the reservation is booked through the Service;
    “Cancellation Terms” shall mean Flexible Cancellation Terms described in the section entitled “Cancellation” below;
    “Host” shall mean the Host and the Host’s email and address shall have the values set by the Host in the Host’s Profile as of the Agreement Date;

“Guest” or “You” or you” shall mean the Guest and the Guest’s email and address shall have the values set by the Guest in the Guest’s Profile as of the Agreement Date;
“Space” shall be the Space the Guest reserves by booking a reservation through the Service;

“Maximum Occupancy” shall be the value set by the Host in the Profile for the Space as of the Agreement Date;
“Building” shall be the Building in which the Space is located as set by the Host in the Profile for the Space as of the Agreement Date;

“Term” shall mean the period of time beginning on the Start Date and ending on the later of the End Date, if specified or the Minimum Term number of months after the Start Date of the reservation specified by the Guest and authorized by the Host;

“Fees” shall mean the “Setup Charge” due at the beginning of the Term and the “Monthly Charge” due on the Agreement Date for the first month and monthly thereafter, if applicable as set by the Host in the Profile for the Space as of the Agreement Date;

“Deposit” shall be equal to the Monthly Charge for one month unless otherwise specified in the House Rules by the Host as of the Agreement Date;
“Taxes” shall be the taxes set by the Host and collected by the Host.

License Terms Compliance

You agree to abide by and cause your employees, agents, guests, invitees, contractors and subcontractors (“Invitees”) to abide by this Agreement and any applicable House Rules provided by the Host from time to time.

Possession and Delivery

The Space is accepted by the Guest in its “as-is” “where-is” condition and configuration. If, for any reason, the Host is unable to provide use of the Space at the anticipated Start Date, you agree that the Term shall be automatically postponed until possession becomes available. Host’s failure to deliver possession of the Space shall not subject the Host to any liability for loss or damage, nor shall it affect the validity of the License. If the Host does not deliver possession of the Space within one week after the anticipated Start Date, the Guest shall have the right to cancel the License with no penalty and be entitled to a full refund of amounts paid.

Workspace Use and Access

You agree to use the Space provided to you for general office purposes only and you may not use the Space to carry out any illegal activities or use the Space (A) in violation of law, the House Rules or any other regulations or rules adopted by Host during the Term, or (B) for any immoral, unlawful, or objectionable purposes. Further, you shall not use or permit the usage of any illegal drug or substance in the Space or in the Building and shall not make or permit any unreasonable or unnecessary noises or odors in or upon the Space or the Building. You shall not commit, or suffer to be committed, any waste upon the Space or any nuisance (public or private) or other act or thing of any kind or nature whatsoever that may disturb the quiet enjoyment or cause unreasonable annoyance of any other occupants in the Building.

You agree not to exceed the Maximum Occupancy of the Space.
You shall not make alterations, additions or improvements to the Space, including the installation of lighting or any phone or data lines.
You shall not generate, store, install, dispose of or otherwise handle any hazardous materials in the Space, or in or around the Building, in any manner contrary to any applicable law. You shall be liable for the costs of any removal, clean-up and/or remediation of any hazardous materials released by you or your Invitees.

You agree that the Host has the right upon 30 days’ written notice, to require that you relocate to another Space in the same Building of equal or larger size and similar configuration for the remainder of the Term, provided that the Fees for such new workspace are no greater than the

Fees for your current Space.

The Host or its authorized representatives may enter the Space at any time and such access rights shall not give rise to any decrease or abatement of Fees or Taxes. Unless there is an emergency, the Host will, as a matter of courtesy, try to inform you in advance when the Host needs access to the Space to carry out testing, repair or work other than routine inspection, cleaning and maintenance. Repair work shall be done solely at the discretion of Host and the failure of Host, for any reason, to furnish any maintenance or repairs shall not render Host liable to you, constitute a constructive eviction, or give rise to a refund or abatement of Fees.

You shall not cause or permit any lien to be placed on the Space, the Building or the land underlying the Building. Any such lien shall be discharged by you within 10 days of you becoming aware of such lien.

Good Care

You must take good care of and not damage, waste or make any changes to the Space or space leased or owned by the Host of which the Space is a part (the “Host Area”), or the Building. You shall not alter, add, replace, remove or damage any furnishings, equipment or other personal property located in, on or around the Space, the Shared Facilities, the Host Area or the Common Areas which is not owned by you or your Invitees (“Host Personal Property”). At the expiration or earlier termination of this Agreement, you must deliver the space and all Host Personal Property to the Host in good condition, normal wear and tear excepted. If any damage (beyond normal wear and tear) to the Space or the Host Personal Property should occur while in your care, custody or control, you agree to pay reasonable repair/replacement costs and to notify the Host immediately upon discovery of such damage occurring, but no later than 8 hours later. You are liable for any damage caused by you or your Invitees to the Space, the Shared Facilities, the Common Areas, the Host Personal Property or the Building. YOU DISCLAIM AND WAIVE ALL WARRANTIES WITH RESPECT TO THE HOST PERSONAL PROPERTY, BOTH EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Common Areas

If available at the Building, you may also have access to and non- exclusive use of any portions of the Building designated for common use of tenants and others (“Common Areas”), as, and to the extent, described in the House Rules. The Common Areas may be changed, relocated, altered, eliminated or otherwise modified at any time during the Term without the consent of, or notice to, Guest. Unless otherwise set forth in the House Rules, the right to parking is not provided under this Agreement.

Shared Facilities

If available at the Building, you may also have access to and non- exclusive use of any shared conference rooms, office equipment, and kitchenettes (the “Shared Facilities”) located near the Space on a first- come, first-served basis as, and to the extent, described in the House Rules. The Host may make changes to the Shared Facilities from time to time during the Term including, without limitation, removal of all or portions of the Shared Facilities without your consent or notice to you.

Keys and Security

Any keys or entry cards for the Space or the Building, which the Host lets you use, remain the Host’s property at all times. You shall not make any copies of them or allow anyone else to use them without the Host’s consent. Any loss of keys or entry cards must be reported to the Host immediately, and you must pay the cost of replacement keys or cards and or changing locks, if required by the Host.

You shall not place any additional locks or bolts of any kind upon any of the doors or windows of the Space or Building nor make any changes to existing locks or the mechanisms thereof.

Name and Address

You may only conduct business in your name. You shall not put up any signs on the doors to the Space or Building or anywhere else, which are visible from outside the Space you are using, or the Building.

Mail and Packages

Mail and packages may not be delivered to you at the Space or Building unless permitted by the House Rules. The postal services may be subject to additional federal, state, and local requirements.

Conduct

You acknowledge that the Host is and will continue to be an equal opportunity employer and that the Host prohibits any form of discrimination in employment, against any of its employees (whether by its employees, its clients, including you, or others), including, on the basis of race, color, creed, religion, age, gender, marital status, sexual orientation, national origin, or disability, or other characteristics protected by law. In recognition of this policy, you and your officers, directors, employees, shareholders, partners, agents, representatives, contractors, customers, or invitees shall be prohibited from participating in any type of harassing or abusive behavior to employees of the Host or its affiliates, other clients or invitees, verbal or physical in the Building for any reason. You further agree, upon the request of the Host, to cooperate with the Host in its efforts to enforce and maintain its equal employment opportunity, non- discrimination and anti-harassment policies. The Host may immediately terminate this Agreement without cost or penalty if Guest or any of Guest’s Invitees engage in any behavior that the Host deems is contrary to such policies.

Confidentiality

Both Host and Guest agree that during the Term and thereafter, the recipient of any non-public information of the other party that is designated as confidential or proprietary, that the receiving party knew or reasonably should have known was confidential or proprietary, or that derives independent value from not being generally known to the public (“Confidential Information”), will not at any time be disclosed to any person by such recipient or used for such recipient’s own benefit or the benefit of anyone else without the prior express written consent of a corporate officer of the party that owns such Confidential Information. The parties agree that if there is a breach of this obligation by either party, the other shall have the right to request any remedy in law and/or equity including, but not limited to, appropriate injunctive relief or specific performance, as may be granted by a court of competent

jurisdiction. Notwithstanding the foregoing, Guest accepts all risk to its intellectual property interests used in the Space, and neither Host nor its applicable landlord shall have any liability arising from, your disclosure (whether intentional or not) of any of your Confidential Information to any third parties present in or around the Space or the Shared Facilities.

Non-Solicitation

Neither Host nor Guest nor their respective employees and agents shall knowingly solicit, recruit, hire or otherwise employ or retain the employees of the other during the Term and for 90 days following its termination or expiration without the prior written consent of the other party. Either party may solicit or recruit generally in the media. Either party may hire, without prior written consent, the other party’s employee who answers any advertisement or who voluntarily applies for hire without having been personally solicited or recruited by the hiring party.

Damages and Insurance

You are responsible for any damage you cause to the Space or any Host Personal Property beyond normal wear and tear. The Host has the right to inspect the condition of the Space from time to time and make any necessary repairs. You are responsible for arranging insurance for your personal property against all risks and for your liability to and for your employees and third parties and for maintaining any specific insurance set forth in the House Rules. You have the risk of damage, loss, theft or misappropriation with respect to any of your personal property and liability to and for your employees and third parties. You agree, as a material part of the consideration to be rendered to the Host under this Agreement, to waive any right of recovery against the Host, its directors, officers, employees and its applicable landlord for any damage, loss, theft or misappropriation of your property under your control and any liability to and for your employees and third parties, including for injuries to you or your Invitees in or about the Space, and you agree to hold the Host exempt and harmless and defend the Host and its landlord, if applicable, from and against any damage and injury to any such person or to such property, arising from your use of the Space or from your failure to keep the premises in good condition and repair as provided in this Agreement. All property in your Space is understood to be under your control.

Payment

During the Term, you shall pay the Fees, Deposit, and Taxes to the Host. Upon the Agreement Date, the following are due and payable by the Guest (the “Initial Payment”):

  • the Monthly Charge for the first full calendar month of the Term or a pro- rated portion of the Monthly Charge for the first partial month of the Term (if you start your Term after the first calendar day of the month),
  • the Setup Charge,
  • the Deposit,
  • any applicable Taxes.

    For each following month of the Term, the Monthly Charge and any applicable Taxes are due and payable on the first day of the calendar month. If the Term ends before the last calendar day of the month, the pro-rated portions of the Monthly Charge and any applicable taxes for the final partial month of the Term are due and payable.

    If any payment due to Host is not received within 5 days of the due date, the Host may, at the Host’s discretion, terminate this Agreement without cost or penalty to Host. All remaining Fees and Taxes for the remainder of the Term are immediately due and payable by the Guest.

    Cancellation

    All Fees and taxes paid by Guests are non-refundable, except as expressly stated in this Agreement.

    The Host may cancel this Agreement on at least thirty (30) days’ notice if a contract has been entered into for the sale of the Building.
    The Host shall not cancel this Agreement except as provided in this Agreement.

    Flexible Cancellation Terms

    You may cancel this Agreement within one day of the Agreement Date or at least 30 days before the Start Date and receive a full refund of the

    Initial Payment.

    If you choose to cancel after the Agreement Date plus one day, but less than 30 days before the Start Date, 50% of the Fees and Taxes will be refunded, but you are no longer obligated to pay the remaining Fees and Taxes for the Minimum Term. The Deposit will be fully refunded, if you cancel before the Start Date.

    After the Start Date, if you cancel the License before the Minimum Term, (a) no refund is available for the then-current calendar month and the next full calendar month and (b) 50% of the remaining unpaid Fees and taxes for the Minimum Term are immediately due and payable unless a default has occurred and is continuing, in which case, 100% of all remaining Fees and Taxes for the remainder of the Term are immediately due and payable by the Guest.

Deposit

The Deposit will be held by Host during the Term as security for the performance by you of all of your obligations under this Agreement. The Host may apply any portion of the Deposit to amounts owed to the Host for (A) any damage to the Host Personal Property, the Space, the Host Area, the Shared Facilities, or the Building, (B) any overdue Fees or Taxes and/or (C) amounts Host may incur for any losses or costs arising out of your default under this Agreement (including any damage or deficiency arising in connection with the relicensing of the Space), in each case solely at the discretion of the Host. If, upon the expiration or earlier termination of this Agreement, you have fully complied with all terms of this Agreement and the House Rules, remitted all amounts due and payable, and surrendered the Space and all keys, access cards, building passes and all other property provided to you by the Host (including the Host Personal Property), the Deposit shall be returned to you within 60 days after the expiration or earlier termination of the Term, less any amounts applied as described above. The Host shall not be required to maintain the Deposit in a separate account. No interest will be paid on the Deposit except as may be required by law. If any portion of the Deposit is so used or applied by Host during the Term, then within 5 days after Host gives written notice to you, you shall deposit with Host cash in an amount sufficient to restore the Deposit to the original amount. Failure to do so will constitute a default under this Agreement.

Renewal

If an End Date is specified, the License will terminate on the End Date with no automatic renewal.
If no End Date is specified, Licenses shall automatically renew after the Minimum Term for additional one-month periods unless you give the Host at least 30 days’ notice prior to the end of the then current Term.

If the Host opts to change the Monthly Charge upon renewal, the Host will provide at least 60 days notice. There will be no additional Setup Charge for Licenses that renew.
If the Host opts not to renew the License, the Host will provide at least (7) days notice.

Default

You shall be considered in default of this License if (A) you fail to pay when due all or any portion of the Fees or Taxes, if the failure continues for 5 days after notice to you, which notice shall be in satisfaction of and not in addition to any notice required by law (B) you fail to comply with any term of this Agreement, if the failure is not cured within 10 days after notice to you, or (C) you attempt to sublicense, assign or otherwise transfer any interest in this Agreement without Host’s prior written consent. Upon any default, the Host shall have the right without notice to terminate this Agreement, in which case you shall immediately surrender the Space and the Host Personal Property to the Host. If you fail to surrender the Space and/or the Host Personal Property, the Host may, in compliance with applicable law and without prejudice to any other right or remedy, enter upon and take possession of the Space and the Host Personal Property and you shall be liable for all past due Fees and Taxes, all Fees and Taxes due for the remainder of the Term, all costs incurred by Host to retake possession of the Space and Host’s Personal Property, and other losses and damages which Host may suffer as a result of Guest’s default. In addition to the right to terminate this Agreement and collect damages, Host shall have the right to pursue any other remedy now or hereafter available at law or in equity.

Indemnity

You agree to indemnify, defend and hold the Host, its landlord, if applicable, and any mortgagee harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorneys’ fees, arising out of or in connection with your and your Invitees’ use of a Space, Common Areas or Shared Facilities, or any violation of applicable law, this Agreement or House Rules. Nothing contained in this Agreement shall be construed to create privity of estate or of contract between you and Host’s landlord, if applicable.

Disclaimer

EXCEPT AS PROVIDED HEREIN AND IN ANY HOUSE RULES, THE HOST IS PROVIDING ITS SPACE TO THE GUEST “AS IS,” AND HOST DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SPACE, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT. HOST CANNOT AND DOES NOT GUARANTEE AND DOES NOT PROMISE TO GUEST, ANY SPECIFIC RESULTS FROM USE OF THE SPACE. HOST DOES NOT REPRESENT OR WARRANT THAT THE SPACE WILL MEET YOUR REQUIREMENTS; THAT THE SPACE MEETS APPLICABLE LEGAL STANDARDS OR IS SAFE AND SUITABLE FOR YOUR INTENDED USE.

Liability

IN NO EVENT WILL HOST OR ITS LANDLORD OR THEIR RESPECTIVE DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES OR SUPPLIERS BE LIABLE TO GUEST OR ANY PARTY CLAIMING THROUGH GUEST, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, ARISING FROM THE GUEST’S USE OF THE SPACE, ANY CONTENT OR OTHER MATERIALS

ON, ACCESSED THROUGH OR DOWNLOADED FROM THE HOST, OR GUEST’S USE OF THE SPACE, EVEN IF THE HOST IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HOST’S LIABILITY TO GUEST OR ANY PARTY CLAIMING THROUGH GUEST, FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID FOR THE SPACE, IN THE 12 MONTHS PRIOR TO THE INITIAL ACTION GIVING RISE TO LIABILITY. THIS IS AN AGGREGATE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT.

THE PARTIES SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS HOST FROM AND AGAINST ANY LOSS, LIABILITY, CLAIM, DEMAND, DAMAGES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, ARISING OUT OF OR IN CONNECTION WITH ANY USE OF THE SPACE, OR ANY VIOLATION OF APPLICABLE LAW, THIS AGREEMENT OR HOUSE RULES.

Suspension of Services

The Host may by notice suspend the provision of services (including access to the Space) for reasons of political unrest, strikes, terrorism, Acts of God or other events beyond the Host’s or the Host’s landlord’s reasonable control. This Agreement shall automatically terminate if the Space is rendered unusable as a result of a fire, other casualty or a condemnation. As between Host and Guest, all proceeds of any condemnation award shall belong to Host and all insurance proceeds of Host shall be retained by and belong to Host. The Host may also suspend the provision of services (including access to the Space) in the event the Space or the Building is being renovated or repaired, in which event you will be relocated to another space within the building, or if necessary, to another building, all at the Host’s reasonable cost.

Sublicensing

You may not sublicense, assign, transfer any interest in this Agreement or allow any third party to use any portion of the Space, the Shared Facilities or the Common Areas without Host’s prior consent. Any such sublicense shall be on the same form as this Agreement and shall be consummated through the Host.

Exclusive Use: All Swoon Cowork memberships are for the exclusive use of the registered members. No fractional use of the space is permitted. For example, a floater membership is purchased for a 30 day period by Alex. Alex in not able to extend his membership to someone in his absence. Memberships are not charged by time-of-use: fees are assessed by membership type. An exclusive membership is required for all guests looking to utilize the Swoon Cowork space.

No Lease

YOU ACKNOWLEDGE THAT THIS AGREEMENT IS NOT A LEASE OR ANY OTHER INTEREST IN REAL PROPERTY. IT IS A CONTRACTUAL ARRANGEMENT THAT CREATES A REVOCABLE LICENSE. The parties do not intend to create a lease or any other interest in real property for the benefit of Guest through this Agreement. The Host retains legal possession and control of the Space assigned to Guest. The Host’s obligation to provide space and services to Guest is subject, in all respects, to the terms of the Host’s lease with the Host’s landlord, if applicable. This Agreement and the License granted hereunder shall terminate simultaneously with the termination of the Host’s master lease or the termination of the operation of the Host Area for any reason at no cost or penalty to Host. You do not have any rights under the Host’s lease with its landlord, if applicable. When this Agreement expires or is earlier terminated, your License to occupy the Space shall automatically be revoked. You agree to remove your personal property and leave the Space as of the date of such expiration or termination. The Host is not responsible for your personal property left in the Space after expiration or termination. If you fail to remove your personal property, at the Host’s option, such personal property shall (a) be deemed conveyed to the Host and shall become the property of the Host, or (b) be removed from the Space by the Host at the Guest’s expense.

No Broker

You represent that you have dealt with no broker in connection with this Agreement. You agree to indemnify, defend and hold the Host harmless from any claims of any brokers claiming to have represented you in connection with this Agreement.

Subordination

This Agreement and any applicable House Rules are subordinate to any underlying lease, mortgage, deed of trust, ground lease or other lien now or subsequently arising upon the Space or the Building and to renewals, modifications, refinancing and extensions thereof including the Host’s lease with the Host’s landlord and to any other agreements to which the Host’s lease is subordinate.

Holding Over

For each and every month or portion thereof that you continue to use or occupy the Space after the expiration or earlier termination of this Agreement, you shall pay Host an amount equal to the greater of (A) $2,500 and (B) two times the Monthly Charge. Your payment of such amounts shall not be construed to extend the Term or prevent Host from immediate recovery of possession of the Space by summary proceedings or otherwise. This Section shall survive the expiration or sooner termination of this Agreement. The acceptance of any Fees after the expiration or earlier termination of this Agreement shall not preclude Host from commencing and prosecuting a holdover or summary eviction proceeding. Host and Guest hereby further agree that any statutory right to hold over beyond the expiration date or sooner termination of this Agreement is hereby waived to the fullest extent permitted by law.

Miscellaneous

All demands, approvals, consents and notices shall be sent by certified mail or electronic mail at the address specified for each party under the Section entitled “Definitions”. This Agreement shall be interpreted and enforced in accordance with the laws of the state or commonwealth in which the Building is located. If either party institutes a suit against the other for violation of or to enforce this Agreement, the prevailing party shall be entitled to all of its costs and expenses, including, without limitation, reasonable attorneys’ fees. Host and Guest hereby waive any right to trial by jury in any proceeding based upon a breach of this Agreement to the fullest extent permitted by applicable law. This Agreement may not be modified, amended or terminated, and Guest’s obligations hereunder shall in no way be discharged, except as expressly provided in this Agreement or by written instrument executed by the parties. If any term, covenant or condition of this Agreement or any application thereof shall be invalid or unenforceable, the remainder of this Agreement and any other application of such term, covenant or condition shall not be affected. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing this Agreement to be drafted. Neither Host nor Guest shall have the right to record this License or any memorandum thereof.

v. Oct 28, 2016

This is our Member Agreement, or basically, what members of SwoonCoWork agree to when they use our space. It’s both a legal document and goes over some of the finicky ground rules we’ve learned.

The Member Agreement

SwoonCoWork (“Swoon Cowork”) was created by its co-founders (“co- founders”) to foster and support a coworking community at 4636 Park Blvd, San Diego CA by providing its members with space, tables, chairs, trash cans, Internet connectivity, a collaborative community, and other resources and stuff (such services, the “Swoon Cowork Stuff”). By joining Swoon Cowork, our members agree to certain rules for our community (“Rules of Swoon Cowork,” “Rules”). The goal of a community such as Swoon Cowork is to help each of us work hard, so we should be considerate of each other, play well together, follow the Rules of Swoon Cowork. If one of us doesn’t follow the Rules, it affects all of us and Swoon Cowork, and as a condition to membership, we each agree to abide by this Agreement (“Agreement”).

Any questions about this Agreement, or any rules not covered here, should be addressed by email to hello@swoonwork.com. Otherwise, here are the Rules of

Swoon Cowork, which all members, including you, agree to:

1. Conduct

Behave well and treat others the way you would want to be treated. Keep in mind that people who are annoyed or offended may not tell you so directly, but instead engage less with Swoon Cowork, which hurts everybody.

At the co-founders’ discretion, or upon notice from other members, disruptive or abusive language or behavior will result in a warning and a mark against your membership (a “strike”). On the third strike, your membership will be revoked. Your membership may be revoked prior to the third strike upon the sole discretion of the co-founders.

These are the general rules we ask you to abide by:

a. Indoor voice. We are all trying to get work done, so try to be mindful and respectful of others’ attention and time. Generally, if someone has their headphones on, please respect their privacy (that’s the most important rule we have). Swoon Cowork is not a library, and collaboration is encouraged, but this is a workplace, first and foremost. Should you choose to play music, please utilize your headphones this is a shared work environment.

b. Phone calls. If you have a phone call and it will last just a minute or two, feel free to take it in the common areas. If you are going to be on the phone for more than that, please use the phone rooms (or phone booth, if you’re feeling old-time-y). We paid to have them installed so that you and your fellow Coworkers could have some privacy and avoid the mental oddity of hearing half of a conversation.

Some exceptions can be made, such as for those working in support jobs, where an occasional and not very talkative phone call of 5-10 minutes is necessary. We ask, however, that you keep your voice quiet, and, if you know that a call will persist for more than 5 minutes or be especially talkative, you take the call into a phone room.

c. Harassment. Please read our Anti-Harassment Policy. We have zero tolerance for harrassing our members or guests of Swoon Cowork. Members or guests violating the Anti-Harrassment Policy will be sanctioned or expelled from the space or the event at the discretion of the co- founders.

d. Guests. Feel free to invite friends or guests for lunch, a quick meeting, or just to say hello. However, if your guest is going to be here for more than an hour we would ask that they pay for a daily pass. Guests are required to adhere to the Rules of Swoon Cowork.

e. Desk use. Work stations are pre-selected based upon your membership status. Floater memberships are limited to the communal table, while dedicated work stations are reserved on a first come first serve basis. At this point in time, only dedicated memberships are entitled to leave behind there work equipment. Please do not leave property on the floater work stations or around the work stations when you will not be working there that day. Take home what you bring in, or arrange with the co- founders for storage in an out-of-the-way area. Leaving items on desks despite notice will result in a strike.

f. Refrigerator. The refrigerator is primarily for storing that day’s food, beverages, and some occasional leftovers from events. As a general policy, food that is older than one week and taking up space will be thrown out. Containers or food left in the refrigerator may be thrown out at any time at the discretion of the co-founders. Labeling your food will help us at least give you a heads up.

g. Smoking/Alcohol policy. This is a smoke and alcohol free work environment. Alcohol and smoking is not permitted anywhere on the property.

h. Overnight use. We understand that our members may need to pull a late night of work every now and again. However, under no circumstances is sleeping at the space overnight allowed.

i. Locks. The doors are locked most of the time. We have large garage roll- ups that look in on our members’ gear and our supplies. At no point shall the garage roll-ups be opened without the express permission of the founders to maintain the security of Swoon Cowork. Do not do anything to allow the doors to be unlocked for any notable length of time. If you believe the doors are not locked when you leave the space, it is your duty to notify a Swoon Cowork cofounder of the situation.

2. Community

Believe in yourself, believe in others, and especially believe in the collaborative power of the Swoon Cowork community. Network. Collaborate. Work hard. Have fun. Improve Swoon Cowork for all. Give input to make Swoon Cowork better. And if this isn’t your sort of thing, see 1. Conduct.

3. Environmental Stewardship

Swoon Cowork values responsible recycling in all possible forms. This includes disposing of refuse that could present dangers through the contamination and pollution of the environment. These forms of hazardous waste require special disposal techniques to make them harmless or less dangerous. Swoon Cowork has requested appropriate recycling totes from the City of San Diego, in order that member might dispose of refuse responsibly. This policy herein mandates that refuse in question be disposed of accordingly; this includes items that may pose a threat to human health or the environment. Such items should not be thrown away with general municipal waste (e.g. printer cartridges, certain batteries, CFL bulbs, etc). Do your best to dispose of such waste accordingly, and when in doubt, check with a Swoon Cowork cofounder.

4. Changes

We will do our best to notify members of changes to the Rules and this agreement. We will strive to keep an up-to-date copy of this agreement on Swoon Cowork’s website.

5. Fees

We collect fees for monthly memberships (mostly) automatic credit card billing. If you believe you have been billed in error, you should contact the co-founders before disputing the charge with your card company (they are usually easy to solve). You are expected to pay for services up front; Swoon Cowork cannot maintain a “tab” for you.

6. Termination

See section 1. Conduct for reference to what actions could lead to termination of your Swoon Cowork membership. Beyond those day-to-day rules, you agree not to use Swoon Cowork for any purpose that is unlawful, prohibited, or that could damage, disable or impair any of the Swoon Cowork Stuff, or keep other members from using the Swoon Cowork Stuff, or that would hurt Swoon Cowork as an ongoing business. This also means you won’t attempt to gain access to any computer systems or networks of Swoon Cowork (beyond general web access), or attempt to obtain any materials or information not intentionally made available to all Swoon Cowork members. If you attempt to do any of these bad things, then forget about the three strikes under Rules of Swoon Cowork No. 1, as your membership may be terminated immediately with notice from Swoon Cowork.

7. Connections

You also agree not to use Swoon Cowork or Swoon Cowork Stuff in connection with:
a. Contests, pyramid schemes, chain letters, junk email, spamming or similar annoying behavior; b. Defaming, abusing, harassing, threatening or otherwise violating the legal rights (such as privacy and publicity) of others; c. Posting, distributing or disseminating inappropriate, profane, defamatory, obscene, indecent, or unlawful material or information; d. Uploading, reproducing, using, performing or otherwise making available, images, software or other material or information which infringes another’s rights, or is protected by intellectual property laws where you don’t own or license such rights; and e. Uploading or using files that contain viruses, corrupted files, or any other similar software or programs that may damage the computers or property of Swoon Cowork or another member.

8. Confidences

You acknowledge that during your membership in Swoon Cowork, you are going to be exposed to Swoon Cowork Confidences. “Swoon Cowork Confidences” means information (such as business information, trade secrets, technology, customers and prospects, and other secret stuff) disclosed by Swoon Cowork or by other members of Swoon Cowork (including through your keen observation) that is confidential or proprietary in nature and simply just not known by others. It’s plain and simple – you agree to keep confidential and not to disclose or use Swoon Cowork Confidences, you understand that they remain the exclusive property of whomever disclosed them, and you don’t acquire any rights to such Swoon Cowork Confidences.

9. Complaints

Please don’t make defamatory or disparaging comments about Swoon Cowork or other members. Frankly, if you don’t have anything good to say, then keep it to yourself or let us know about it. We can probably fix it or at least talk about it.

10. Liability

Neither Swoon Cowork nor its members will assume any liability to you with respect to your access to, participation in, use of Swoon Cowork or Swoon Cowork Services, or any loss of information or other property resulting from such participation or use. Basically, if you leave stuff here and it disappears, we are not liable (but we will certainly look into how it happened and work to prevent such losses).

Swoon Cowork will not assume liability for damages or injuries to clients, guests, or other parties that members may invite to the Swoon Cowork space. We would be glad to put you in touch with our insurance agent about a general liability policy, if this is of particular concern.

11. Disclaimer

Legal types ask that the following sections be CAPITALIZED, which means you’re really supposed to pay attention (frankly, you’re supposed to pay attention to ALL these Rules of Swoon Cowork). Here goes:

a. SWOON COWORK PROVIDES SWOON COWORK SERVICES “AS IS” AS A SERVICE AND NOT AS A LEASE OF REAL PROPERTY, AND DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TO THE EXTENT PERMITTED BY LAW. OH YEAH, THERE IS ALSO NO WARRANTY OF TITLE, QUIET ENJOYMENT OR POSSESSION. THE ENTIRE RISK OF PARTICIPATING IN OR USING SWOON COWORK SERVICES, REMAINS WITH YOU. THAT’S USUALLY THE DEAL, YOU KNOW?.

b. IN NO EVENT SHALL SWOON COWORK OR ITS AGENTS, OWNERS, MEMBERS, OR EMPLOYEES BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST 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 LOSS) ARISING OUT OF OR IN ANY WAY RELATED TO SWOON COWORK SERVICES OR OTHERWISE, TO THE EXTENT PERMITTED BY LAW.

12. Indemnification

Besides all that CAPITALIZED stuff in 11. Disclaimer, you also release, and agree to indemnify, defend and save harmless Cowork, its agents, owners, members and employees, from and against all claims, liabilities, losses, damages, expenses, judgments, fines and penalties based on or arising out of your negligent actions, errors and omissions, willful misconduct or fraud, breach or violation of the Rules of Swoon Cowork or otherwise suffered in connection with your participation in Swoon Cowork or use of Swoon Cowork Services.

13. Consent

You are near the end, so keep your pace up. Take note that you can’t assign this Agreement without the prior written consent of Swoon Cowork. Since Swoon Cowork is situated in the City of San Diego, we all agree that the law of the great State of California governs this Agreement. And we further agree that exclusive jurisdiction and venue for all purposes under this Agreement shall be in San Diego, California and everybody consents to such jurisdiction and venue. Finally, in the highly unlikely event that any provision or portion of this Agreement is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected and shall remain in full force and effect to the fullest extent permitted by law.

Believe it or not, I acknowledge that I have stayed awake, read and even understand this Agreement and the Rules of Swoon Cowork. Further, I agree to be bound by this Agreement and the Rules of Swoon Cowork regarding my participation in Swoon Cowork and the use of Swoon Cowork Services.

v. Oct 28, 2016


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