Terms and Conditions
General Terms and Conditions
This Membership Agreement (“Agreement”) between the Great Vail Area Chamber of Commerce (“GVACC”) and ________________________________________ (“Member”).
Acceptance of Terms. The services GVACC provides (including, but not limited to use of office space and access to Internet) to Member, the undersigned, are subject to the following TOU. GVACC reserves the right to update the TOU at any time. GVACC will attempt to notify Member of any updates within thirty (30) days of the enactment using the contact information provided in the membership agreement.
Description of Services. GVACC may provide Member with access to office space, workstations, Internet access, office equipment, conference space, knowledge resources, and other services as GVACC may provide from time to time (collectively, “Services”). The Services at all times are subject to the TOU.
During the valid term of membership or during any other time of visit to the GVACC facility, Member agrees to the following: A. Park only in permissible parking spaces at all times; B. Member may enjoy the adjoined patio apace. No wandering or loitering in or around other buildings or on any other parts of the property; C. Member may not possess or carry a gun or other deadly weapon on the property, at any time, for any reason; D. No smoking, using tobacco, or vaping (e-cigarette devices) in the GVACC facility or elsewhere on the property at any time; E. No possession, use, distribution, dispensing, or manufacture of illegal drugs or substances, or of any other controlled substances, as defined in schedules I through V of section 202 of the Controlled Substances Act (21 U.S.C. 812) and as further defined by regulation 21 C.F.R. 1308.11 through 1308.15; F. No use or possession of medical marijuana in the workplace or elsewhere on the property, at any time; and G. From time to time, the GVACC may authorize activities and/or events that could include the sale and/or consumption of alcoholic beverages in the workplace or the adjoined patio. The possession of or use of alcoholic beverages is prohibited at any other time while on the property.
Use of Services. Member agrees that when participating in or using the Services, Member will not: A. Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming, or any duplicative or unsolicited message (commercial or otherwise); B. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; C. Publish, post, upload, distribute, or disseminate any inappropriate, profane, defamatory, obscene, indecent, or unlawful topic, name, material, or information on or through GVACC; D. Upload, or otherwise make available, files that contain images or photographs, software, or other materials 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 Member owns or controls the rights thereto or have received all necessary consent to do the same; E. 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; F. Upload files that contain viruses, Trojan Horses, worms, tie bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property; G. Download any file(s) that Member knows, or reasonably should know, cannot be legally reproduced, displayed, preformed, and/or distributed in such matter; H. Restrict or inhibit any other user from using and enjoying the Services.
Participation In or Use of Services. Member acknowledges that Member is participating in or using the Services at Member’s own free will and decision. Member acknowledges that GVACC does not have any liability with respect to Member’s access, participation in, use of Services, or any loss of information resulting from such participation or use.
Termination. GVACC reserves the right to terminate any Services at any time. GVACC further reserves the right to terminate Member’s participation in and use of any Services, immediately and without notice, if Member fails to comply with the TOU.
GVACC reserves the right at all times to disclose any information about Member, Member’s participation in and use of the Services as GVACC deems necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to edit, refuse to post or remove any information or materials, in whole or part, in GVACC’s sole discretion.
No Unlawful or Prohibited Use. As a condition of Member’s use of the Services, Member will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions, and notices. Member may not use the Services in any manner that could damage, disable, overburden, or impair any GVACC server, or the network(s) connected to any coWork server, or interfere with any other party’s use and enjoyment of anyS. Member may not attempt to gain unauthorized access to any Services, or accounts, computer systems, or networks connected to any GVACC server or to any of the Services, through hacking, password mining, or any other means. Member may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services.
Member hereby represents and warrants that Member has all requisite legal power and authority to enter into and abide by the terms and conditions of the TOU and no further authorization or approval is necessary. Member further represents and warrants that Members participation 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 Member is a party.
Confidentiality. A. Member acknowledges and agrees that during Member’s participation in and use of the SMember may be exposed to Confidential Information. “Confidential Information” shall mean all information, in whole or in part, that is disclosed by GVACC, or any participant, employee, affiliate, or agent thereof, which is nonpublic, confidential, or proprietary in nature.
Confidential Information also includes, without limitation, information about business, sales, operations, know-how, 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 GVACC, any analyses, compilations, studies, or other documents prepared by GVACC or any information Member knows is of a confidential nature.
B. Member’s participation in and/or use of the Services obligates Member to:
- Maintain all Confidential Information in strict confidence;
- Not to disclose Confidential Information to any third parties;
- Not to use Confidential Information in any way directly or in directly detrimental to GVACC, or any participant or user of the Services.
C. All Confidential Information remains the sole and exclusive property of GVACC or the respective disclosing party. Member acknowledges and agrees that nothing in this TOU or Member’s participation or use of Services will be construed as granting any rights to Member, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of GVACC, or any participant or user of the Services.
Disclaimer of Warranties. To the maximum extent permitted by applicable law, GVACC provides the Services “as is” and with all faults, and hereby disclaim with respect to the Services all warranties and conditions, whether express, implied, or statutory, including but limited to, any (if any) warranties, duties, or conditions of or related to: merchantability, fitness for a particular purpose, lack of viruses, 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. The entire risk as to the quality, arising out of participation in or the use of Services, remains with Member.
Insurance. GVACC will carry Liability and Business Personal Property insurance. As a user, it is strongly suggested that Member carry a Renters Insurance policy to cover Member’s own equipment while using the leased space. That policy may cover Member’s current residence/office, as well as the premises of GVACC.
Exclusion of Incidental, Consequential, and Certain Other Damages. To the maximum extent permitted by applicable law, in no event shall GVACC or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present, and future officers, agents, shareholders, members, representatives, employees, successors, and assigns, jointly or 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 an y way related to the participation in or inability to participate in or use of the Services, the provision of or failure to provide Services, or otherwise under or in connection with any provision of this agreement, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of GVACC, and even if GVACC has been advised of the possibility of such damages.
Limitation of Liability and Remedies. Notwithstanding any damages that Member might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of GVACC, coWork or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present, and future officers, agents, shareholders, members, representatives, employees, successors and assigns under any provision of this TOU and Member’s exclusive remedy for all of the foregoing shall be limited to actual damages incurred by Member based on reasonable reliance up to ten dollars (USD $10.00). The foregoing limitations, exclusions, and disclaimers (including sections 9 & 10 above) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
Indemnification. Member releases, and hereby agrees to indemnify, defend, and save harmless GVACC, and any GVACC subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present, and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines, and penalties based upon or arising out of Member’s negligent actions, errors, and omissions, willful misconduct and fraud in connection with the participation in or use of the Services. Member further agrees in the event that Member brings a claim or lawsuit in violation of this agreement, Member shall be liable for any attorneys’ fees and costs incurred by GVACC, or GVACC’s representatives or agents in connection with the defense of such claim or lawsuit.
Member hereby acknowledges that Member has read and understands all of the terms and conditions contained in this TOU and further agrees to be bound to the TOU regarding my participation in and use of the Services.