© APT Cowork 2022 - All right reserved.
APT COWORK
TERMS & CONDITIONS
Last Updated: February 2022
OVERVIEW
These APT Cowork Terms & Conditions (“Terms & Conditions”) apply to your access to, and use of: (a) coworking facilities (“Coworking Facilities”) made available to you from time to time by APT Cowork, LLC (“APT Cowork”) in designated apartment communities (the applicable apartment community being referred to herein as the “Community”); (b) technology applications and web-based services made available to you from time to time by APT Cowork in connection with your use of the Coworking Facilities (collectively the “Coworking App”); and (c) any other services provided as part of, or that are incidental or related to, your APT Cowork Membership (“Services”).
Except to the extent prohibited by applicable law, you agree that you, and any individuals you invite, authorize, or allow (“Coworking Guests”) to use the Coworking Facilities, the Coworking App, or the Services, shall abide and be bound by: (i) the terms of your APT Cowork Online Membership Form; (ii) these Terms & Conditions; (iii) Apt Cowork’s Privacy Policy (available at www.aptcowork.com); (iv) the rules and regulations of the Community (“Community Rules”); and (v) any other applicable policies and procedures as provided or made available to you from time to time by APT Cowork or third party service providers in connection with the Coworking Facilities, the Coworking App, or the Services. The foregoing items (i) – (v) are collectively referred to hereinafter as the “Agreement.” You are responsible for the compliance of your Coworking Guests with the Agreement.
We may from time-to-time update, amend, or supplement these Terms & Conditions, or other parts of the Agreement. You shall be deemed to have accepted such updates, amendments, or supplements by continued use of the Coworking Facilities, Coworking App, or Services.
Access to and Use of Coworking Facilities
Eligibility
Unless otherwise specified by us in writing, the Coworking Facilities, Coworking App, and Services are only available to individuals who are at least 18 years old. You will be responsible for ensuring that you and your Coworking Guests (to the extent permitted below) qualify before accessing Coworking Facilities in any way. In submitting your APT Cowork Online Membership Form, you authorize APT Cowork to conduct criminal background searches, and we reserve the right to refuse membership or access to Coworking Facilities in the event that we or our screening vendors identify any reasonable risk of danger to persons or property within the Coworking Facilities or Complex. We (or our screening vendors) will consider the nature, severity, and recency of any criminal convictions in making such determinations. The fact that we perform criminal background checks does not mean that other members or Coworking Guests have no prior criminal histories, and we cannot guaranty that the Coworking Facilities will be free from crime.
Coworking Guests
Your APT Coworking license is intended for your use and is not intended to provide access and use to other parties. Use by Coworking Guests is limited to incidental interactions and conference room or other special event bookings, and the number of Coworking Guests is limited to the number of people permitted in the booked conference room, or approved for the special event, as applicable. Coworking Guests will be permitted to access the Coworking Facilities only during such periods. APT Cowork reserves the right, in its sole discretion, to restrict the access of any Coworking Guests in the event that such use violates the purpose or intent of the Agreement.
Availability of Coworking Facilities
Coworking Facilities are available on a first-come, first-served basis, subject to any advance reservations of particular facilities which are appropriately made through the Coworking App. If you wish to reserve any portion of the Coworking Facilities for uses or in a manner that are not designated in the Coworking App (such as for training seminars), please submit a description of your proposed use and requested area to info@atpcowork.com, we will consider the request, and if deemed acceptable, we will propose pricing and terms for such use. Your right to use the Coworking Facilities in accordance with the terms of the Agreement is a revocable, non-exclusive license only, and is not intended to create a lease or other interest in real property. You agree that the Coworking Facilities are accepted in their “as-is” “where-is” condition and configuration. The Coworking Facilities may be changed, relocated, altered, eliminated or otherwise modified at any time during the Term by either APT Cowork or the Community without the consent of, or notice to, you. Coworking Facilities will generally be available from 9:00 a.m. to 6:00 pm, Monday through Friday, and from 11:00 a.m. to 5:00 p.m. Saturdays and Sunday, subject to any limitations adopted from time to time by the applicable Community. If, for any reason, the Coworking Facilities are unavailable on a particular day or time, you agree that such unavailability shall not subject APT Cowork or the Community to any liability for loss or damage, nor shall it affect the validity of the Agreement.
Use of Coworking Facilities
The Coworking Facilities are to be used for normal and reasonable office purposes only; you may not use the Coworking Facilities: (a) to carry out any illegal activities; (b) in violation of law, the Agreement (specifically including but not limited to Community Rules); (c) for any immoral, unlawful, or objectionable purposes; or (d) in any other manner that unreasonably disturbs or annoys other persons using the Coworking Facilities or Community.
No smoking, vaping, alcoholic beverages, or illegal drugs and substances are permitted within the Coworking Facilities. Food and beverages are only permitted in designated areas.
You agree not to exceed the maximum occupancy of the Coworking Facilities.
You shall not make alterations, additions, or improvements to the Coworking Facilities, including the installation of lighting or any phone or data lines, and shall not leave behind any personal property in the Coworking Facilities.
You shall not generate, store, install, dispose of, or otherwise handle any hazardous materials in the Coworking Facilities, or in or around the Community, 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 Coworking Guests.
Authorized representatives of APT Cowork or the Community may enter the Coworking Facilities at any time to perform maintenance, repairs, inspections, or for any other purpose, and such access rights shall not give rise to any decrease or abatement of any fees due under the Agreement. Repair work shall be done solely at the discretion of APT Cowork or the Community, and the failure to furnish any maintenance or repairs shall not render APT Cowork or the Community 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 Coworking Facilities, the Community, or on any personal property located in the Coworking Facilities or Community which is not owned by you or your Coworking Guests (“Community Personal Property”). Any such lien shall be discharged by you within 10 days of you becoming aware of such lien.
Other Members
We do not control and are not responsible for the actions of other individuals you or your Coworking Guests encounter through the use of the Coworking Facilities. If a dispute arises between users, we have no responsibility or obligation to participate, mediate or indemnify any party.
Good Care
You must take good care of and not damage, waste, or make any changes to the Coworking Facilities, the Community, or Community Property. You shall not alter, add, replace, remove or damage any Community Personal Property. At the expiration or earlier termination of this Agreement, you must deliver the Coworking Facilities and all Community Personal Property used by you and your Coworking Guests in at least as good a condition as existed prior to such use, normal wear and tear excepted. If any damage (beyond normal wear and tear) to the Coworking Facilities or the Community Personal Property should occur while in the care, custody or control, of you or your Coworking Guests, you agree to pay reasonable repair/replacement costs and to notify APT Cowork and the Community immediately upon discovery of such damage occurring, but no later than 24 hours after. YOU DISCLAIM AND WAIVE ALL WARRANTIES WITH RESPECT TO THE COWORKING FACILITIES AND COMMUNITY 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 Community, you may also be granted limited access to, and non-exclusive use of, certain common areas within the Community (“Common Areas”), provided that such access and use shall in all events be subject to the applicable Community Rules. The Common Areas may be changed, relocated, altered, eliminated, or otherwise modified at any time without the consent of, or notice to, you. If parking is made available by the Community, use of the same by you and your Coworking Guests shall be subject to the Community Rules, and you agree to abide by, and to cause your Coworking Guests to abide by, all such Community Rules.
Shared Facilities
To the extent provided at particular Coworking Facilities, you may also have access to, and non-exclusive use of, any shared conference rooms, office equipment, and kitchenettes on a first-come, first-served basis. APT Cowork or the Community may make changes to such facilities from time to time during the Term including, without limitation, removal of all or portions of such facilities without your consent or notice to you.
Passwords & Keycards
Your APT Cowork account (“Account”) is specific to you. You shall not reveal your Account password or transfer your keycard or other access device (if applicable) or credentials to anyone else or let anyone use your Account. Neither you, your Coworking Guests, nor any third party on your behalf, shall make any copies of any keys, keycards, or other means of entry to the Community or Coworking Facilities. If you believe someone may have used passwords or obtained access associated with your Account without your authorization, please immediately change your passwords and contact APT Cowork. You are responsible for all actions in connection with your Account, regardless of whether you authorized such actions. Access keys and credentials remain our property and must be returned immediately by you upon termination or expiration of your license. Any loss of keys or access credentials must be reported to APT Cowork and the Community immediately, and you must pay the cost of replacement keys, cards, and/or changing locks, if required.
You shall not place any additional locks or bolts of any kind upon any of the doors or windows of the Coworking Facilities or Community, nor make any changes to existing locks or the mechanisms thereof.
Signs, Mail, & Packages
You shall not put up any signs on the doors to the Coworking Facilities, or anywhere else in the Community. Mail and packages may not be delivered to you at the Coworking Facilities.
Conduct
You acknowledge that APT Cowork prohibits any form of discrimination (whether by its employees, its clients, or others), including, on the basis of race, color, creed, religion, age, gender, marital status, sexual orientation, national origin, disability, or other characteristics protected by law. You and your Coworking Guests are prohibited from participating in any type of discriminatory, harassing, or abusive behavior to employees of Apt Cowork or the Community, or to other users of the Coworking Facilities or Community. APT Cowork may immediately terminate your Agreement without cost or penalty if you or any of your Coworking Guests engage in any behavior that the Community deems is contrary to such policies.
Damages and Liability
You are responsible for any damage to the Coworking Facilities, Community, or Community Personal Property beyond normal wear and tear that is caused by you or your Coworking Guests. You have the risk of damage, loss, theft, or misappropriation with respect to any of your personal property, and for liability to and for third parties. You agree, as a material part of the consideration to APT Cowork under this Agreement, to waive any right of recovery against APT Cowork or the Community, and their respective directors, officers, employees, and agents, for any damage, loss, theft or misappropriation of your property under your control, and any liability to and for third parties, including for injuries to you or your Coworking Guests on or about the Coworking Facilities or Community, and you agree to hold APT Cowork and the Community harmless and to defend and indemnify APT Cowork and the Community from and against any damage and injury to any such person or to such property, arising from your use of the Coworking Facilities.
Payments
The payment method provided in connection with your APT Cowork Online Membership Form will automatically be charged the fees and any other amounts you may incur or be liable for in connection with the Agreement. Recurring fees, which may include recurring membership fees (“Membership Fees”), begin accruing on the Start Date designated on your APT Cowork Online Membership Form, and will be charged on or around the first (1st) of each month unless we notify you otherwise. Additional “pay-per-use” fees for items such as conference room bookings will be charged at the time such items are either reserved or used, at the discretion of APT Cowork. You are responsible for paying all Membership Fees until your license is terminated in accordance with the terms of the Agreement. Overage fees and other non-recurring fees (including for damages to the Coworking Facilities, Community, or Community Personal Property) will be charged within thirty (30) days of you accruing such fees. If payment of any accrued and outstanding fee is not made by the fifth (5th) day after such payment is due, you will be responsible for paying a late charge equal to 10% of the overdue amount. Your use of the Coworking Facilities, Coworking App, and/or Services may be immediately suspended or terminated if we are unable to charge your payment instrument for any reason. In addition, you will be responsible for paying any insufficient funds fee or chargeback fees assessed by your credit provider in connection with your selected payment method. When we receive funds from you, we will ?rst apply the funds to any balances which are in arrears and to the earliest month due ?rst. All fees are non-refundable. Following any term stated in your Membership Form, we reserve the right to further increase or decrease the Membership Fee at our sole discretion upon thirty (30) days’ prior notice to you. In addition to your Membership Fee, you will be charged for (and you agree to pay) any sales or other taxes imposed by any governmental authority in connection with your Membership Fee, use of the Coworking Facilities, or use of any other Services.
Cancellation & Renewals
We do not provide refunds for prepaid or partial months of membership. If you choose to cancel your APT Cowork membership, your membership and access to the Coworking Facilities will terminate at the end of the month following your cancellation, provided that you provide us with at least five (5) days’ written notice of such cancellation prior to the end of such month. Otherwise, your membership shall renew on a month-to-month basis until terminated in accordance with this Agreement.
Deposit
Your APT Cowork Membership Form or reservations for approved special events may require payment of a deposit (the “Deposit”). If so, the Deposit will be held by APT Cowork during the Term as security for the performance by you of all of your obligations under this Agreement. APT Cowork may apply any portion of the Deposit to amounts owed for: (a) any damage to the Community, Community Personal Property, Coworking Facilities, or to the Common Areas; (b) any overdue Fees or Taxes and/or; (c) amounts Community may incur for any losses or costs arising out of your default under this Agreement or the Community Rules, in each case solely at the discretion of APT Cowork. If, upon the expiration or earlier termination of this Agreement, you have fully complied with all terms of this Agreement and the Community Rules, remitted all amounts due and payable, and surrendered all keys, access cards, building passes and all other property provided to you by APT Cowork or the Community, then 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. APT Cowork shall not be required to maintain the Deposit in a separate account. No interest will be paid on the Deposit. If any portion of the Deposit is so used or applied by APT Cowork during the Term, then within 5 days after APT Cowork gives written notice to you, you shall deposit with APT Cowork an amount sufficient to restore the Deposit to the original amount. Failure to do so will constitute a default under this Agreement.Default
You shall be considered in default of the Agreement if you: (a) fail to pay when due all or any portion of fees and charges under the Agreement as and when due; (b) fail to comply with any term of this Agreement, if the failure is not cured within 5 days after notice to you; or (c) attempt to sublicense, assign or otherwise transfer any interest in this Agreement without APT Cowork’s prior written consent. Upon any default, APT Cowork shall have the right without notice to terminate this Agreement, and you shall be liable for all past due Fees and Taxes, and all other losses and damages which APT Cowork may suffer as a result of your default. In addition to the right to terminate this Agreement and collect damages, APT Cowork shall have the right to pursue any other remedy now or hereafter available at law or in equity.
Sublicensing
You may not sublicense, assign, transfer any interest in your license or this Agreement, or allow any third party to use any portion of the Coworking Facilities, except in accordance with the terms of this Agreement.
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 through this Agreement. APT Cowork retains legal possession and control of the Coworking Facilities. APT Cowork’s obligation to provide Coworking Facilities and services is subject, in all respects, to the terms of APT Cowork’s lease with the Community, if applicable. This Agreement and the license granted hereunder shall terminate simultaneously with the termination of APT Cowork’s lease or the termination of the operation of the Coworking Facilities for any reason at no cost or penalty to APT Cowork. You do not have any rights under APT Cowork’s lease with the Community, if applicable. When this Agreement expires or is earlier terminated, your license to occupy the Coworking Facilities shall automatically be revoked. You agree to remove your personal property and leave the Coworking Facilities as of the date of such expiration or termination. APT Cowork is not responsible for your personal property left in the Coworking Facilities after expiration or termination. If you fail to remove your personal property, at APT Cowork’s option, such personal property shall (a) be deemed conveyed to APT Cowork and shall become the property of APT Cowork, or (b) be removed from the Coworking Facilities by APT Cowork at your expense.
No Broker
You represent that you have dealt with no broker in connection with this Agreement. You agree to indemnify, defend and hold APT Cowork harmless from any claims of any brokers claiming to have represented you in connection with this Agreement.
Subordination
This Agreement and any applicable Community Rules are subordinate to any underlying lease, mortgage, deed of trust, ground lease, or other lien now or subsequently encumbering the Coworking Facilities or Community, and to renewals, modifications, refinancings, and extensions thereof including APT Cowork’s lease with the Community and to any other agreements to which APT Cowork’s lease is subordinate.
Access to and Use of Coworking App
Use
In order to use the Coworking App, you must have a compatible mobile device; APT Cowork does not warrant that the Coworking App will be compatible with your mobile device.
If you access the Coworking App using an Apple iOS or Android powered device, Apple Inc. or Google, Inc., and each of their subsidiaries shall be a third-party beneficiary to this contract, and you agree that these third-party beneficiaries have the right to enforce these Terms & Conditions against you. However, these third-party beneficiaries are not a party to these Terms & Conditions and are not responsible for the provision or support of the Coworking App. You agree that your access to the Coworking App also shall be subject to the usage terms set forth in the applicable third-party beneficiary’s terms of service.
The Coworking App may automatically download and install updates from time to time or require the downloading and installation of updates or new versions for continued use. You acknowledge that in some instances updates and/or new versions may reduce or remove features and functionality in prior versions of the Coworking App.
Modifications
APT Cowork may at any time, for any reason, modify, suspend, limit, or terminate operation of or access to the Coworking App, whether on a general or specific user level, and without notice or liability.
Privacy of Users
APT Cowork has a separate privacy policy (the “Privacy Policy”) relating to how Customer Data is collected and used via the Coworking App. The Privacy Policy is available for review by selecting the “Privacy Policy” links here or at the bottom of our website. By accessing or using the Coworking App, you are also agreeing to the terms of the Privacy Policy which are incorporated into these Terms & Conditions by this reference.
Ownership & Licensing of the Coworking App and Intellectual Property
The Coworking App and all content, information, and other materials featured, displayed, contained, and available on the Coworking App (including, but not limited to, all text, images, graphics, designs, illustrations, photographs, pictures, audio, software, and video clips, the “look and feel”, pages, screens, content arrangement, and computer programs) (collectively, “Materials”) are owned by or licensed to APT Cowork and are protected by copyright, trademark, trade dress, patent, and/or other intellectual property rights and unfair competition laws under the United States and foreign laws. Subject to your compliance with these Terms & Conditions, APT Cowork grants you a personal, non-exclusive, non-transferable, limited right to access, use, display, and download the Coworking App for noncommercial purposes only. You may view, display, copy, download, and print Materials solely for your own personal, noncommercial use. All copyright, trademark, and other proprietary notices contained on the Materials must be retained on all copies thereof. You may not, in any way, otherwise copy, reproduce, distribute, transmit, display, perform, reproduce, publish, license, modify, create derivative works from, sell, or exploit, in whole or in part, the Coworking App or its Materials. Except as expressly provided herein, APT Cowork does not grant any express or implied right to you under any patents, trademarks, copyrights, or trade secret information.
The tradename APT Cowork, the Coworking App, Materials, and the trademarks, logos, service marks, and all other source identifying indicia displayed on the Coworking App (collectively, the “Intellectual Property”) are owned by or licensed to APT Cowork with all rights reserved unless otherwise noted. APT Cowork does not permit third-parties to use the Intellectual Property in any manner, including advertising, as an endorsement for any product or service, in association with contests or promotions, or for any other purpose, commercial or otherwise, without our prior express written permission. Nothing contained in the Coworking App should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Intellectual Property without our prior express written permission. You are strictly prohibited from using any of the Intellectual Property except as expressly provided in these Terms & Conditions.
Standards of Conduct for Users of the Coworking App
You agree to use the Coworking App, Materials, and all related programs, features and services in accordance with these Terms & Conditions and all applicable laws and regulations. Specifically (and without limitation), you agree not to:
· modify, adapt, translate, or reverse engineer any portion of the Coworking App or Materials;
· use the Coworking App or any Materials, features, or services for any unlawful, fraudulent, or malicious purposes, or to solicit any such activity;
· attempt to gain unauthorized access to any accounts, features, systems, or networks through hacking, password mining, or any other means;
· use the Coworking App or any feature in any way that could disrupt, damage, disable, overburden, or impair it or its systems, servers, or networks;
· use the Coworking App or any feature for advertisements, spamming, junk mail, solicitations, or any other commercial purposes;
· use any automatic device, program, algorithm, or methodology, or any similar or equivalent manual process, to: (1) access, acquire, copy, or monitor any portion of the Coworking App or Materials; (2) reproduce or circumvent the navigational structure or presentation of the Coworking App or Materials; or (3) obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Coworking App;
· transmit any viruses, worms, defects, corrupted files, or other items of a destructive nature;
· circumvent or attempt to circumvent any security or authentication measures implemented by or on behalf of APT Cowork;
· forge headers or otherwise manipulate identifiers;
· post, transmit, submit, or include any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, or otherwise objectionable content, material, or information of any kind, or any content, material, or information that may give rise to criminal or civil liability;
· submit or post any false or misleading information; and/or
· violate, infringe, or misappropriate the intellectual property, publicity, privacy, or other proprietary rights of APT Cowork or any other person or entity.
APT Cowork reserves the right to prohibit access, use, conduct, communications, or content that we, in our sole discretion, deem to be harmful to the Coworking App, Materials, users, us, our brand, or any other person or entity, or that violates these Terms & Conditions and/or applicable law.
Submissions by Users of the Coworking App
Except as otherwise stated in our Privacy Policy with respect to your personal information, any materials, remarks, suggestions, ideas, photos, stories and/or other information you communicate or submit to us through the Coworking App (collectively, “Submissions”) will be considered non-confidential and non-proprietary. By providing a Submission to us, you expressly grant us an unrestricted, irrevocable, perpetual, transferable (i.e., fully assignable and sub-licensable), worldwide, royalty-free license to disclose, copy, reproduce, display, publicly perform, transmit, distribute, translate, reformat, incorporate, and otherwise use your Submission along with your name, photograph, voice, likeness and other information, content, or materials embodied therein, in whole or in part, and create derivative works therefrom, in any media now known or hereafter developed, and for any and all commercial or non-commercial purposes without compensation to you or anyone else. You also permit any user to access, display, view, store, and reproduce, for personal use only, your Submission as posted by us.
You are fully responsible for your Submissions. You agree that your Submissions comply in all respects with these Terms & Conditions, are to the best of your knowledge true and accurate, and shall not be made on behalf of any person or entity without their prior written consent. You may not include any content (e.g., text, photos, images, quotes, logos, etc.) that is the property of another (e.g., protected by copyright, trademark, or other intellectual property rights), unless you have express, written permission to do so.
We may, without notice to you, refuse or edit Submissions for any reason or no reason.
User Logins and Registration
Certain programs, features, or services offered on or through the Coworking App may require you to complete a registration process and/or setup an account or login. In connection therewith, you agree to (1) provide true, accurate, current, and complete information about yourself, and (2) maintain and promptly update your information to keep it true, accurate, current, and complete. You are entirely responsible for maintaining the confidentiality of the information you hold for your login, including your password. You agree to notify APT Cowork immediately of any unauthorized use of your login, or any other breach of security. You may be held liable for losses incurred by APT Cowork or any other APT Cowork user or visitor due to someone else using your login as a result of your failing to keep your login information secure and confidential.
You may not use anyone else’s login at any time without their express written permission. APT Cowork shall not be liable for any loss or damage arising from your failure to comply with these obligations.
Links to Third-Party Sites and Social Media Pages
The Coworking App may contain links to other third-party websites, including social media platforms, such as Facebook, Pinterest, LinkedIn, Twitter, Snap Chat or Instagram (all links to third-party websites and social medial platforms are collectively referred to herein as “Linked Sites”). Linked Sites are provided only for your convenience. If you decide to visit any Linked Site, you do so at your own risk. APT Cowork shall have no responsibility or liability related to your use of any Linked Site, or the content, policies, or actions thereof. If you choose to use any product or service from a Linked Site, your relationship is with that third party. Links do not imply that we sponsor, endorse, are affiliated with or associated with, or are legally authorized to use any trademark, trade name, service mark, design, logo, symbol, or other copyrighted materials displayed on or accessible through such Linked Site.
Electronic Communications
When you use the Coworking App or send e-mails to us, you are communicating with us electronically. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically (whether by email or by posting the same in our Coworking App) satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in these Terms & Conditions.
Violation of these Terms & Conditions
You agree that APT Cowork may, in its sole discretion and without prior notice, block and/or terminate your access to any or all of the Coworking App if we determine that you have violated these Terms & Conditions or other parts of the Agreement. You also agree that any violation, or threatened violation, by you of these Terms & Conditions constitutes an unlawful and unfair business practice and will cause irreparable and unquantifiable harm to APT Cowork. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity.
ADDITIONAL GENERAL TERMS & CONDITIONS
Force Majeure
APT Cowork will not be liable for, and will not be considered in default or breach of this Agreement on account of, any delay or failure to perform arising out of or caused by, directly or indirectly, forces that are beyond APT Cowork’s reasonable control, including, without limitation, any delays or changes in construction of, or APT Cowork’s ability to procure any space in, any Community; any conditions under the control of the owner or manager of the Community; acts or orders of Government; acts of God; epidemics or pandemics; or public health emergencies.
Indemnity
You agree to indemnify, defend, and hold APT Cowork, the Community, 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 or your Coworking Guests’ (a) breach of the Agreement, (b) use of the Coworking Facilities, the Community, Common Areas, the Coworking App, the Services, or (c) any violation of applicable law, except only to the extent that any such liabilities are proximately caused by the gross negligence or willful misconduct of APT Cowork or the Community, respectively.
Disclaimer
EXCEPT AS PROVIDED HEREIN AND IN ANY COMMUNITY RULES, THE APT COWORK IS PROVIDING ITS COWORKING FACILITIES, THE COWORKING APP, AND THE SERVICES "AS IS," AND DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SAME, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. APT COWORK CANNOT AND DOES NOT GUARANTEE AND DOES NOT PROMISE TO YOU, ANY SPECIFIC RESULTS FROM USE OF THE COWORKING FACILITIES, COWORKING APP, OR SERVICES. APT COWORK DOES NOT REPRESENT OR WARRANT THAT THE COWORKING FACILITIES, COWORKING APP, OR SERVICES WILL MEET YOUR REQUIREMENTS, APPLICABLE LEGAL STANDARDS, ARE SAFE AND SUITABLE FOR YOUR INTENDED USE, OR WILL OTHERWISE BE FREE OF DEFECTS OR ERRORS. WE DISCLAIM ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS, AND CONDUCT OF ANY THIRD-PARTY SERVICE PROVIDERS, PARTNERS, SPONSORS, LICENSORS, LICENSEES, OR THE LIKE IN CONNECTION WITH OR RELATED TO YOUR USE OF THE COWORKING FACILITIES, COWORKING APP, OR SERVICES, AND ALL MATERIALS, PROGRAMS, AND FEATURES RELATED THERETO.
Limitation on Liability
IN NO EVENT WILL APT COWORK OR ITS DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR SUPPLIERS BE LIABLE TO YOU OR ANY COWORKING 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 USE OF THE COWORKING FACILITIES, COWORKING APP, OR SERVICES BY YOU OR COWORKING GUESTS, EVEN IF APT COWORK 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, APT COWORK’S LIABILITY TO YOU, COWORKING GUESTS, OR ANY PARTY CLAIMING THROUGH YOU OR COWORKING GUESTS, FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID BY YOU FOR USE OF THE COWORKING FACILITIES 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 ACKNOWLEDGE THAT THE TERMS OF THIS PARAGRAPH REFLECT THE ALLOCATION OF RISK SET FORTH IN THESE TERMS & CONDITIONS AND THAT APT COWORK WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS OF LIABILITY. BECAUSE SOME STATES DO NOT PERMIT THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, IN SUCH JURISDICTIONS, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH STATE LAW.
Miscellaneous
These Terms & Conditions, together with the Agreement, constitute the entire agreement between us and you with respect to your use of the Coworking Facilities, Coworking App, and Services, and supersede all previous written or oral agreements between us and you with respect to such subject matter. All demands, approvals, consents and notices shall be sent by certified mail or electronic mail at the address specified for each party under the APT Cowork Online Membership Form. These Terms & Conditions and other APT Cowork documents included in the Agreement shall be interpreted and enforced in accordance with the laws of the state of Delaware. You and your Coworking Guests 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 your 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.
Counterparts and Electronic Signature
These Terms & Conditions, and other parts of the Agreement may be executed in any number of counterparts by either handwritten or electronic signature, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement in accordance with applicable law. The use of electronic signatures by the parties will have the same full force and legal effect as if the electronic signatures were traditional hand-written signatures in accordance with applicable law. You acknowledge that you have the ability to retain the Agreement either by printing or saving it.
Survival & Attorney Fees
Even after your Agreement is terminated, all terms that by their nature may survive termination of this Agreement shall be deemed to survive such termination, specifically including but not limited to terms relating to payment obligations, enforcement, and indemnity. In the event it becomes necessary for either party to enforce the provisions of this Agreement or to obtain redress for the violation of any provision hereof, the prevailing party shall be entitled to recover from the non-prevailing party all costs and expenses associated with such action, including reasonable attorney fees.