1. Overview. Except to the extent prohibited by applicable law, these Terms and Conditions and the rules, terms, and policies referenced and incorporated herein, and any other applicable policies and procedures as provided or made available to you from time to time (collectively, the “Agreement”), describe your rights and obligations in connection with your access to Gravitate Coworking and services provided as part of, or that are incidental or related to, your Gravitate Coworking Membership (as described herein and as available from time to time, the “Services”).

By using the Services, you are agreeing that you, and any individuals you authorize to use your Gravitate Coworking Membership (your “Members”), will abide by and be bound by this Agreement.

2. Who we are. Gravitate Coworking is a workplace membership community with multiple locations throughout Iowa.  

Who we are for the purposes of this Agreement is Welch Avenue, LLC d/b/a Gravitate Coworking. We reserve the right to change the legal entity that charges you for the Services. The relevant entity with which you enter into this Agreement will be known in this Agreement as “we”, “our” “us” or “Gravitate” or “Gravitate Coworking”.

3. Who you are. References to “Member Company”, “Company”, “you”, “your” and similar words in this Agreement refer to the entity or individual registering for or receiving the Services on behalf of a business and agreeing to be bound by this Agreement. If you are entering into this Agreement on behalf of an entity, on behalf of other individuals, or on behalf of a business, you represent and warrant that you have all necessary right, authority, and consent to bind such entity, individuals, or business to this Agreement and for avoidance of doubt, you, or the parties for whom you are signing this agreement, are a business. You will be responsible for your Members’ compliance with this Agreement. In addition, by agreeing to this Agreement, you represent and warrant that you and your Members are using, and will use, the Services exclusively for business purposes and not as a consumer (as such term may be defined by the applicable laws and regulations in the jurisdiction the laws of which govern this Agreement).

4. What are “services”? Subject to the terms of this Agreement, Gravitate Coworking will use commercially reasonable efforts to provide you and your Members the Services at Gravitate Coworking premises offering access to Members (the “Premises”) beginning on the first day of your membership (your “Start Date”). To use the Services, you and your Members must download the Gravitate’s designated mobile app (“Mobile App”) or use our desktop portal through a Web browser and access the Gravitate Coworking spaces. The Services include:

1. Access and use of common areas at the Premises, subject to the conditions set out in this Agreement.

2. Access to and use of Gravitate’s Coworking Slack group as well as any reciprocity coworking space networks where Gravitate is a current participant, subject to their specific and separate terms of use.

3. Access to and use of the shared Internet connection in accordance with all applicable laws, including all privacy and security laws related to your use. 

4. Use of the printers, copiers and/or scanners available to all members and member companies at the Premises.

5. Use of the conference rooms at the Premises, subject to availability and upon prior reservation of such conference rooms through Gravitate’s booking software, using the credits available under the terms of your Membership.

6. Use of private phone booths while using the Premises.

7. Use of kitchenettes while using the Premises.

8. Opportunity to participate in members-only events, benefits, and promotions.

9. Any other services you, or your Members, may purchase directly from us from time to time. Use of credit-based Service is subject to the applicable fees for such Services. Credits do not roll over from month to month. Monthly credits are determined based on the number allocated to your Membership level.

5. Changes to our Services or these Terms. The availability and scope of the Services and the Premises at which the Services are available are subject to change from time to time in our sole discretion. The Services may also vary by geographical area or by specific Premises.

6. Mail and use of Address. Members are not permitted to use the address of any of our Premises for mail and package delivery unless previously authorized and Gravitate Coworking has no liability in connection with any mail or packages delivered to a Member at our Premises. Once a member is authorized to receive mail, they must use their designated suite number or private mailbox (PMB) and have a current PS Form 1583 (or other applicable USPS form) on file at Gravitate. Anyone who wishes to use the address of our Premises in conjunction with Google’s “Google My Business”, “Google Business Profile” or any such address verification programs must also receive prior authorization from Gravitate, and must, at all times, follow the programs current guidelines, policies and procedures.

Gravitate Coworking is not, will not, and cannot act as your Registered Agent for legal purposes. 

7. Guests. The Membership is intended for the use of the person to which it is allocated and is not intended to provide access and use to other parties. Guests are not permitted, other than in connection with conference room bookings. The number of guests is limited to the number of people permitted in the booked conference room. The guests will be permitted to access the Premises only during such booking period. Gravitate Coworking reserves the right, in its sole discretion, to restrict the access of guests if such use violates the purpose or intent of the Membership.

creating your gravitate coworking membership

8. Eligibility. Unless otherwise specified by us in writing, Memberships are only available to individuals who are at least 21 years of age to conduct a lawful business purpose. You will be responsible for ensuring that your Members qualify before accessing or using the Membership in any way.

9. App/Desktop Platform Passwords. Your Membership created with Gravitate Coworking on our Mobile App/desktop platform is specific to you. You will not reveal this account password, any other account password created for use at Gravitate or let anyone else use your account, even if such other individuals are associated with your company. If you believe someone may have used passwords associated with your Membership without your authorization, please immediately change your password and contact us at heythere@gravitatecoworking.com. You are responsible for all actions in connection with your account regardless of whether you authorized such actions. The unauthorized sharing of passwords is a material breach of this agreement and entitles Gravitate Coworking, within its sole discretion, to terminate the Agreement immediately.

paying for your gravitate coworking membership

10. Payment and Consent to Automatic Debit. Recurring fees, such as your membership fees, furniture rental, parking space charges, etc. (collectively “Membership Fees”), shall be charged automatically by the payment method provided by you on the monthly anniversary of your Start Date (your “Bill Date”). You are responsible for paying all Membership Fees through the end of your Membership. If payment of any accrued and outstanding fee is not made within seven (7) days of Bill Date, you will be responsible for paying a 5% late charge. Your use of the Services associated with your membership may be immediately suspended or terminated if we are unable to charge your payment method for any reason. All fees are non-refundable. You agree and acknowledge that you have a duty to update your payment method in the event of a change, and that any change in payment method does not excuse any delay or late fee.

11. Term. Unless otherwise set forth in an addendum to this Agreement, all Gravitate Coworking Memberships have a month-to-month Term.

12. Membership Fee Changes. At the conclusion of any Term, we reserve the right to further increase or decrease the Membership Fee at our sole discretion upon thirty (30) days’ written notice to you. We reserve the right to increase Membership Fees for Members in private offices (“Office Members”) on month-to-month Membership plans by up to five percent (5%) every twelve (12) months.

13. Processing Fees. All transactions completed with a credit card are subject to a 3% processing fee. This includes all recurring Membership Fees and Services. Transactions completed using the ACH payment method do not include a transaction fee. All fees are non-refundable. We reserve the right to increase or decrease these fees at our sole direction upon thirty (30) days’ written notice to you.

14. Deposits. All Office Member Memberships require a deposit equal to one month of the Membership Fee. This deposit will be returned to you following the termination of your membership in accordance with all terms of this Agreement.

15. Office Turnover Fees. Office Members are required to cover the cost to return the office(s) to their original form. This may include but not be limited to replacing desks, replacing chairs, patching holes in the sheetrock from hanging items, repainting of the walls, and cleaning of the walls, ceiling, floors, windows, and doors. You are subject to a maximum fee of $600 per office to repair and return it to its original condition. Once a written notice of Termination is given to heythere@gravitatecoworking.com, a Gravitate Coworking team member will schedule a time for an office walk through. At this time, we will determine whether repairs are needed to the office(s). If sufficient repairs are needed, we can change the move out date up seven (7) days prior to the end of the original Termination Effective Month to ensure we have time to handle repairs for the next Member. Office walkthroughs will be scheduled no less than three (3) weeks prior to the end of the Termination Effective Month.

16. Liquidated Damages. We are a small business committed to providing Services to you consistent with these terms. Our greatest joy is watching you succeed through being a part of the Gravitate community. However, all that is possible only if we are paid. If your account balance remains unpaid and we are forced to pursue collection efforts, Gravitate Coworking will be entitled to treble the amount of your unpaid balance and collect its attorneys’ fees and costs in connection with obtaining a judgment on the unpaid balance. This section ensures that Gravitate Coworking is able to continue doing that which gives us great joy: watching you succeed through our community.

use of the services

17. Gravitate’s House Rules. You and your guests must comply with the Gravitate’s House rules attached as Exhibit A while using Services at any Premises. In addition, Members will not misuse the Services, which misuse includes repeatedly failing to utilize Services which you have an active reservation. 

18. Gravitate Meeting Space Rules. You and your guests agree to and must comply with the Gravitate Meeting Space rules attached as Exhibit B. This Exhibit specifically outlines Meeting Space use as it pertains to users that do not have a monthly recurring membership.

19. Gravitate Coworking Data Connection. You may access Gravitate’s high-speed intenet via a shared wifi connection. Access to a wired connection may also be available in some instances. Members may not deploy their own network or network hardware within the Premises. We will do our best to accommodate any additional and/or specific internet or networking need for Members. All expenses related to meeting those additional and/or specific needs shall be the responsibility of the Member.

Use of Gravitate’s network is at all times voluntary and must be in accordance with all applicable laws. 

20. Security. All Members must use the Mobile App to enter the Premises. We do not provide key fobs, key cards, or door access codes. An updated mobile device capable of operating the Mobile App is required for access to the Premises and in turn required for Membership at Gravitate Coworking.

21. Property. We are not responsible for any property you or your guests leave behind in any of the Premises. It is your and your guests responsibility to ensure that personal items are secure. We are entitled to dispose of any property remaining in any of the Gravitate location Premises and your guests waive any claims or demands regarding such property or handling of such property.

22. Other members. We do not control and are not responsible for the actions of other individuals you or your guests encounter through the use of the Services; this includes other Gravitate Coworking members and their guests at any Premises or in the Gravitate Coworking Slack channel. We do not endorse, support or verify the facts, opinions, or recommendations of our Gravitate Coworking Members. If a dispute arises between Members, we have no responsibility or obligation to participate, mediate, or indemnify any party, except to the extent that such dispute is a result of Gravitate Coworking’s gross negligence or willful misconduct.

23. Third party product or services; Tech Platforms, Apps, Portals. The Services do not include, and Gravitate Coworking is not liable for, the provision of products or services by third parties that Member Company may elect to purchase or use in connection with this Membership (“Third Party Services”), even if they appear on a Gravitate Coworking invoice. Third Party Services are provided solely by the applicable third-party service provider (“Third Party Service Provider”) and pursuant to the arrangements between you and the applicable Third Party Service Providers. Additionally, during your Membership, you and your guests may have access to certain platforms, apps, or portals as a part of the membership. To the extent such platforms, apps, or portals have their own terms of use, such terms will govern use of the applicable system. For those without terms of use, such platforms, apps, or portals will be provided to you and your guest “as-is”, and without any representations or warranties.

termination

24. Membership Termination. Unless otherwise set forth in an addendum to this Agreement, all Gravitate Coworking Memberships have a month-to-month Term. This Agreement may not be terminated by you prior to the end of the Term, and any such termination will constitute a breach of this Agreement.

To terminate your Gravitate Coworking Office Membership, you must provide at minimum five (5) days’ notice prior to the Bill Date for your final month of membership. Such termination will be effective on the calendar day prior to what would have been your next Bill Date. This means, if your Bill Date is the first of the month, notice given in writing on July 26th or earlier would result in August 1st being your final Bill Date and your membership would terminate on August 31st.

All other Members (non-Office Members) on a month-to-month Term may terminate with written notice at least five (5) days ahead of their next Bill Date. This means that notice given in writing on July 26th or earlier would result in termination effective on July 31st.

Gravitate does not pro-rate Membership Payments at termination.

In all cases, notice of termination must be provided in writing to heythere@gravitatecoworking.com. If you fail to comply with the provisions of this Agreement we may, in our sole discretion, restrict your access to the Services and/or terminate your Gravitate Coworking Membership with immediate effect and without prior notice to you. We do not provide refunds upon termination or cancellation with respect to amounts already paid. You will remain liable for past due amounts, and we may exercise our right to collect due payment, despite termination of your Gravitate Coworking Membership. We may also terminate your Gravitate Coworking Membership at our sole discretion with thirty (30) day’s prior written notice to you.

intellectual property

25. Gravitate Coworking Intellectual Property; Use of the Gravitate Coworking Name; Photos of the Premises. You and your guests may not take, copy, or use for any purposes the name “Gravitate Coworking” or any of our other business names, trademarks, services marks, logos, designs, copyrights, marketing material, or other identifiers.

26. Intellectual Property of Others. You and your guests may not take, copy, or use any information or intellectual property belonging to other Member companies or their Members or guests, including without limitation any confidential or proprietary information, personal names, likenesses, voices, business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property, or modified or altered versions of the same. A violation of this clause is a material breach of the Agreement which will result in an immediate termination of your Membership.

27. Publicity. You consent to our non-exclusive, non-transferable use of your Member Company name and/or logo in connection with identifying you as a Member Company of Gravitate Coworking, alongside those of other member companies, on a public-facing “Membership” display on our website as well as in video and other marketing materials. You warrant that your logo does not infringe upon the rights of any third party and that you have full authority to provide this consent. You may terminate this consent at any time upon thirty (30) days’ prior notice.

disclaimer of warranties; limitations of liability

28. Waiver of Claims. To the extent permitted by law, you, on your own behalf and on behalf of your Members, and your or their employees, agents, guests, and invitees, waive any and all claims, liabilities, costs, damages, and expenses and rights, including reasonable attorneys’ fees against Gravitate Coworking and its employees, assignees, officers, agents, and directors and our landlords at the Premises resulting from injury or damage to, or destruction, theft, or loss of, any property, person or pet, except to the extent caused by the gross negligence, willful misconduct or fraud of Gravitate Coworking.

29. Limitation of Liability. To the extent permitted by law, the aggregate monetary liability of Gravitate Coworking to you and your Members, and your or their employees, agents, guests, and invitees for any reason and for all causes of action, whether in contract, tort, breach of statutory duty, or other legal or equitable theory will not exceed the total amounts paid by you to us under this Agreement in the twelve (12) months prior to the claim arising. Gravitate Coworking will not be liable under any cause of action, for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption, or for the cost of any substitute goods, services, or technology. You acknowledge and agree, on your behalf and on behalf of your Members, that, to the extent permitted by law, neither you nor your Members may commence any action or proceeding against Gravitate Coworking, whether in contract, tort, breach of statutory duty, or other legal or equitable theory, unless the action, suit, or proceeding is commenced within one (1) year of the cause of action’s accrual.

30. Indemnification. You will indemnify Gravitate Coworking from and against any and all claims, including third party claims, liabilities, and expenses including reasonable attorneys’ fees, resulting from any breach or alleged breach of this Agreement by you or your Members or your or their guests, invitees, or pets or any of your or their actions or omissions, except to the extent a claim results from the gross negligence, willful misconduct, or fraud of Gravitate Coworking. You are responsible for the actions of, and all damages caused by, all persons and pets that you, your Members, or your or their guests invite to enter any of the Premises. You will not make any settlement that requires a materially adverse act or admission by us or imposes any obligation upon Gravitate Coworking unless you have first obtained our written consent. Gravitate Coworking Parties will not be liable for any obligations arising out of a settlement made without its prior written consent.

31. Insurance. You must maintain, at your own expense and at all times during the Term, insurance in form and amount appropriate to your business.

general provisions

32. Enforceability. Each provision of this Agreement is severable. To the extent that any provision of this Agreement is prohibited or otherwise limited by law, this Agreement will be considered amended to the smallest degree possible to make the Agreement effective under applicable law. Neither party will be deemed by any act or omission to have waived any of its rights or remedies unless such waiver is written and signed by the waiving party.

33. Nature of these Terms. Notwithstanding anything in this Agreement to the contrary, this Agreement does not grant you or your Members any title, easement, lien, possession, or related rights in Gravitate or any affiliated business, the Premises, or any tangible or personal property on our Premises. This Agreement creates no tenancy interest, leasehold estate, or other real property interest.

34. Compliance with House Rules and Laws. You represent and warrant that at all times you and your Members have conducted and will conduct your operations ethically and in accordance with all applicable laws. You further represent and warrant that you have read and understand Gravitate’s House Rules, enclosed as Exhibit A, and that your continued use of the Services evidences your intent to be bound by the house rules.

35. Extraordinary Events & Acts of God. Gravitate Coworking will not be liable for, and will not be considered in default or breach of this Agreement if there is any delay or failure to perform arising out of, or caused by, directly or indirectly, forces that are beyond Gravitate Coworking’s reasonable control, including, without limitation, any delays or changes in construction of, or Gravitate Coworking’s ability to procure any space in, any Premises; any conditions under the control of our landlord at the applicable Premises; acts or orders of Government; acts of God; epidemics or pandemics; or any other public health emergency limiting access to the Premises in any way or Gravitate’s capacity to operate its business in any way.

Due to forces outside of our control, we occasionally have internet outages. We do not provide refunds or compensate Members pro rata or otherwise for any internet downtime caused by the Internet Service Providers or our any other third-party Technology Providers.

36. Interpretation. The section and paragraph headings in this Agreement are for convenience only and will not affect their interpretation. Any use of “including” “for example” or “such as” in this Agreement will be read as being followed by “without limitation” where appropriate.

37. Counterparts and Electronic Signature. This Agreement may be executed in any number of counterparts by either handwritten or electronic signature, each of which when executed will constitute a duplicate original, but all the counterparts will together constitute the one agreement in accordance with applicable law. This Agreement may be executed using electronic means and 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 your right to retain this Agreement either by printing or saving it.

38. Assignment. Gravitate may assign this Agreement to any third-party for any reason without your express written consent. You may not assign this Agreement to any other third-party, including your Members, unless Gravitate provides advanced written consent to the assignment which will be evidenced by a separate, signed agreement between your Member(s) and Gravitate.

39. Governing Law; Venue; and Alternative Dispute Resolution. This agreement is governed by Iowa law. Your access of the Premises and use of the Services is governed by Iowa law. Any dispute arising out of this Agreement will be adjudicated in a court of competent jurisdiction in Polk County, Iowa. The parties agree that before initiating a lawsuit, they must participate in mediation in a good faith attempt to resolve their dispute creatively and efficiently. The parties acknowledge our shared interests are served through good faith participation in the alternative dispute resolution process. A failure to participate in good faith to resolve any dispute under this Agreement via alternative means is a breach of this Agreement entitling the non-breaching party to any and all remedies available in law or equity. Disputes related to non-payment for Services are excluded from the mandatory mediation provision. No alternative dispute resolution is required for non-payment disputes.

40. Contacting Gravitate Coworking. If you have any questions about this Agreement, please contact us at heythere@gravitatecoworking.com.