Terms and Conditions
General Terms and Conditions
ECO-SYSTM, INC. COMMUNITY GUIDELINES
Unlike many shared workspaces, we are a community. These Community Guidelines are intended to help us all work together as well as to formulate needed rules.
- Acceptance of Guidelines.
The Services (including but not limited to access to office space or shared space, internet access, use of office equipment, conference rooms or knowledge resources, and other services as may be offered to you, the undersigned Eco-Systm member (“You”), from time to time by ECO-SYSTM, INC. (“Eco-Systm”) are subject to these Community Guidelines. Eco-Systm reserves the right to update the Community Guidelines at any time by notice to You.
- No Unlawful or Prohibited Use.
You will not use any Service for any purpose that is unlawful or prohibited by these Community Guidelines. You may not use any Service in any manner that could damage, disable, overburden, or impair any Eco-Systm server, or the network(s) connected to the Eco-Systm server, or interfere with the use of any Service by any other Eco-Systm member (“Member”). You may not attempt to gain unauthorized access to any accounts, computer systems or networks connected to any Eco-Systm server or to any Service, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services.
- Restrictions on Use of Services.
You agree that when participating in or using the Services, You will not, and will not cause or permit any of your employees, contractors or other guests to:
a. Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming, spimming or any duplicative or unsolicited message (commercial or otherwise, and except as permitted on official Eco-Systm email lists or other community sharing media);
b. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
c. Harvest or otherwise collect information about others, including email addresses, without their authorization or consent;
d. Obstruct any entranceway or damage any Eco-Systm property, or use any urinal, wash basin, sink or other apparatus for any purposes other than that for which they were constructed;
e. Access or use the roof deck of the building housing Eco-Systm (the “Building”) other than in compliance with the posted “Roof Deck Rules of Engagement.” In particular, you will not access any portion of the Building’s roof other than the roof deck, or play any physical game or sport on the roof deck; f. Cook at Eco-Systm (the use of a coffee maker or a microwave is, however, permitted), use the premises of Eco-Systm (the “Premises”) for lodging for yourself or others, or use or keep at Eco-Systm, any kerosene, gasoline or inflammable or combustible fluid or material, or use any method of heating or air conditioning other than that supplied by Eco-Systm; g. Bore, drill or cut to install any wires without the consent of Eco-Systm, or install linoleum, tile, carpet or other floor covering except as approved by Eco-Systm; h. Sell any items or services at retail in or from the Premises, or carry on the business of machine copying, stenography, typewriting or similar business there, without in each case the prior written consent of Eco-Systm, or conduct any auction nor permit any fire or bankruptcy sale to be held there, or store goods, wares or merchandise there; i. Move freight into, within and out of Eco-Systm’s Premises without the supervision of Eco-Systm or not in accordance with such regulations as may be promulgated by Eco-Systm. Eco-Systm shall have the power to limit the installation of safes or other objects which require additional support for the floor under them, and to condition any approval of such installation on your making improvements at your expense; j. Bring any pets onto the Premises, unless You have a specific documented need for assistance and obtain the prior written approval of Eco-Systm. You will be solely responsible for any loss or damage caused by your pet to Eco-Systm or any Member. Eco-Systm reserves the right to collect a non-refundable pet deposit from pet owners; k. Use cellular phones in a manner that will be disruptive to other Members (for example by using a speakerphone in a quiet area). The location of telephones and call boxes, if any, is determined by Eco-Systm, in its sole discretion; or l. Install, maintain or otherwise locate at Eco-Systm any computer server of any kind, virtual or physical. In addition, You will, and will cause your employees, contractors or other guests to, take reasonable steps to ensure the safety of other Members and their property, and immediately notify by phone Eco-Systm Staff of any suspected activity which may threaten Members, Member property, or any part of the Premises. Eco-Systm will ensure that Members have access to emergency contact phone numbers for Eco-Systm staff.
- Conference Rooms.
You must reserve a conference room in order to use it. You will be charged posted fees if You exceed agreed usage limitations for conference rooms. All monthly allotments of conference space usage included with memberships, as well as purchases of additional usage, are subject to availability of conference rooms. Unused time does not roll over or accrue from month to month, and a future month’s hours may not be used in the current month. Please clean up after using a conference room, and return any re-arranged furniture to its original set-up. You may not re-sell or donate your conference room time to non-Members or outside groups. Conference rooms are for meetings with customers, teammates, and clients ONLY. If You want to hold an event in one of our conference rooms, please discuss with the friendly Eco-Systm staff its scheduling, guest policy, insurance requirements, and fees.
- Internet Policies
a. Wireless access to the Internet is provided during your membership. Service interruptions, if they occur, will be handled as promptly as possible. Eco-Systm is not responsible for any data, business or other losses as a result of such interruptions. You are responsible to protect your own computer and data from electrical surges, theft, virus, or other malicious attack. b. Unless otherwise set forth by Eco-Systm in writing, You are receiving a single user account solely for your use of the Services. You agree not to resell any aspect of any Service, whether for profit or otherwise, share your IP address or ISP Internet connection with anyone, or authorize any individual or entity who is not a Member to use the Service. You agree that sharing the Service with a non-Member third party may constitute fraud or theft, for which Eco-Systm reserves all rights and remedies. c. You have no proprietary or ownership rights to a specific IP or other address, log-in name, or password that You use on our network. Eco-Systm may change your address, log-in name or password at any time. Eco-Systm will assign You an IP address each time You access the Service, and it will vary. You may not assign your log-in name, password or IP address to any other person. d. You agree not to use the Service, any Eco-Systm or related network or website for any fraudulent, unlawful, harassing or abusive purpose, or so as to damage or cause risk to our business, reputation, employees, subscribers, facilities, or to any person. Improper uses include, but are not limited to: (i) Attempting to intercept, collect or store data about Members or third parties without their knowledge or consent; (ii) Deleting, tampering with or revising any material posted by any Member or other person or entity; (iii) Accessing, tampering with or using non-public areas of the Service or any Eco-Systm or related website, computer systems or network; (iv) Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures; (v) Attempting to access or search the Service or any Eco-Systm or related network or website with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by Eco-Systm or other generally available third party web browser; (vi) Using the Service or any Eco-Systm or related website or network to send altered, deceptive or false source-identifying information; (vii) Attempting to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Service or any Eco-Systm or related website or network; (viii) Interfering or attempting to interfere with the access of any user, host or network, including without limitation, sending a "virus" to the Service or any Eco-Systm or related website or network, overloading, "flooding," "spamming," "crashing," or "mailbombing" the Service or any Eco-Systm or related website or network; (ix) Publishing, posting, uploading, distributing or disseminating any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through Eco-Systm servers or bandwidth; or (x) uploading, or otherwise making available, files that contain images, photographs, software or other material 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 You own or control the rights thereto or have received all necessary consent to do the same. e. If Eco-Systm suspects violations of any of the above, Eco-Systm will investigate and may institute legal action, immediately deactivate Service to any account without prior notice to you, and cooperate with law enforcement authorities in bringing legal proceedings against violators. You agree to reasonably cooperate with Eco-Systm in investigating suspected violations, and to accept Eco-Systm’s determination of whether any particular use of the Service or of any Eco-Systm or related network or website is improper.
- Card Keys.
a. Access to the Premises is controlled by Eco-Systm through the use of a card key system. This system will verify any and all persons seeking access to the Building through the use of proper identification to determine if they have rights of access to the Premises. Nothing contained herein shall make Eco-Systm liable for any act or omission or failure of such system or of any card key. b. A non-Member may only use any Service with Eco-Systm’s advance consent in writing. You shall not allow any other person to use your card key without first obtaining Eco-Systm’s written consent to such use and the signature of such person of these Community Guidelines. In any event, You are personally responsible for any loss or damage caused to Eco-Systm or any other Member by the use or misuse of any card key for which You are responsible. c. You shall not change locks or install other locks on doors without the prior written consent of Eco-Systm. You shall not make, or cause to be made, copies of any card key, and shall order all card keys solely from Eco-Systm. You shall pay Eco-Systm for any additional card keys that it furnishes You. d. Upon the termination of Services, You shall deliver to Eco-Systm all card keys which have been furnished to You. In the event of the loss of any card key, You shall pay Eco-Systm a reasonable fee to replace it.
- Eco-Systm Disclosures.
You consent to Eco-Systm’s disclosure of information about You (including photographs of You) and/or your participation in and use of the Services as Eco-Systm deems necessary or advisable for community development or maintenance purposes. If You elect to post information concerning yourself or your activity on the Eco-Systm website, lists or other databases, You consent to Eco-Systm’s editing, refusal to post or removal of such information or materials, in whole or in part, in Eco-Systm’s sole discretion.
- Community Confidentiality: Mutual NDA.
a. The Eco-Systm community is more valuable to each Member as she or he feels more secure about communicating what she or he is working on to other Members. b. Accordingly, You acknowledge and agree that during your participation in the Eco-Systm community You may be exposed to Confidential Information of Eco-Systm or of other Members. “Confidential Information” shall mean all information, in whole or in part, that is is nonpublic, confidential or proprietary in nature. Confidential Information includes, without limitation, information about business, sales, operations, knowhow, 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 Eco-Systm or any Member, any analyses, compilations, studies or other documents prepared by Eco-Systm or any Member or otherwise derived in any manner from the Confidential Information and any information that You are obligated to keep confidential or know or have reason to know should be treated as confidential. c. Your participation in the Eco-Systm community obligates You to: i. Maintain all Confidential Information of Eco-Systm and each Member in strict confidence; ii. Not to disclose Confidential Information to any third parties, including any Member other than a Member disclosing Confidential Information to you; iii. Not to use Confidential Information in any way directly or indirectly detrimental to Eco-Systm or any Member. d. All Confidential Information remains the sole and exclusive property of Eco-Systm or the respective disclosing Member. You acknowledge and agree that nothing in these Community Guidelines, or your participation or use of the Services, will be construed as granting any rights to you, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of Eco-Systm or any Member.
- Disclaimer of Warranties.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ECO-SYSTM PROVIDES THE SERVICES “AS IS” AND WITH ALL FAULTS, AND HEREBY DISCLAIMS WITH RESPECT TO THE SERVICES ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF INFORMATION, RESULTS, WORKMANLIKE EFFORT, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT. THE ENTIRE RISK AS TO THE QUALITY, OR ARISING OUT OF PARTICIPATION IN OR THE USE OF, THE SERVICES, REMAINS WITH YOU. 10. Exclusion of Consequential and Certain Other Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ECO-SYSTM OR ITS AFFILIATES AND THEIR PAST, PRESENT AND FUTURE OFFICERS, AGENTS, SHAREHOLDERS, MEMBERS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS AND ASSIGNS, JOINTLY AND INDIVIDUALLY BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR BUSINESS INTERRUPTION), WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, ARISING OUT OF OR IN ANY WAY RELATED TO YOUR 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 IF ECO-SYSTM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Limitation of Liability and Remedies.
NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATEVER, THE ENTIRE LIABILITY OF ECO-SYSTM OR ITS AFFILIATES AND THEIR PAST, PRESENT AND FUTURE OFFICERS, AGENTS, SHAREHOLDERS, MEMBERS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS AND ASSIGNS HEREUNDER AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO ACTUAL DAMAGES OR LOSS INCURRED BY YOU BASED ON REASONABLE RELIANCE UP TO THE SUM OF THE LAST THREE CONSECUTIVE MONTHS OF MEMBERSHIP FEES PAID BY YOU PRIOR TO THE LOSS OR DAMAGES BEING INCURRED. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING SECTIONS 7 AND 8 ABOVE) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. Without limiting the generality of the foregoing, you acknowledge that Eco-Systm has made available for Your convenience and, in Your sole discretion, for the convenience of Your employees, contractors or other guests hosted by You at the Premises, access to the Building’s roof deck. Accordingly, this Section’s limitations of Eco-Systm’s liability, and the limitations of warranties and damages set forth in Sections 9 and 10 of these Community Guidelines, apply to any loss or damage that You might incur for any reason as a consequence of Your access (or the access of Your employees, contractors or other guests) to and use of the Building’s roof deck, whether or not such access or use violated Section 3(e) of these Community Guidelines or the posted “Roof Deck Rules of Engagement.”
- Termination; Cancellation of Memberships.
As it improves the Eco-Systm community, Eco-Systm reserves the right to modify or terminate any Service at any time. Eco-Systm further reserves the right to terminate your participation in and use of any Services, immediately and without notice, if You fail to comply with these Community Guidelines. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT NEITHER THE SERVICES PROVIDED BY ECO-SYSTM NOR THESE GUIDELINES SHALL IN ANY MANNER CONSTITUTE A LANDLORD/TENANT RELATIONSHIP, AND ECO-SYSTM MAY IMMEDIATELY TERMINATE THE SERVICES FOR ANY REASON AT ANY TIME. Upon termination, You agree to immediately remove any and all of your personal property from the Premises.
In addition to the foregoing, You may only cancel a Membership involving your use of an open seat, office or workstation membership on thirty (30) days advance written notice to Eco-Systm.
In the event that You pre-pay a discounted amount for any extended Membership in excess of one month, You will be eligible for a partial refund of that pre-paid amount if You choose to cancel your membership prior to the end of the term for which You have pre-paid. Eco-Systm will provide a refund, calculated on the basis of the amount that You would have paid if You had paid on a month-by-month basis. Without limiting the foregoing, and by way of example, if You had pre-paid for twelve (12) months of membership fees, then cancelled your membership after three months, Eco-Systm will deduct three months of the undiscounted monthly rate from the total amount that You prepaid, and refund You the difference. If you are receiving a discounted month-to-month rate as part of a monthly commitment you may incur additional cancellation fees if you terminate your agreement early.
You release, and hereby agree to indemnify, defend and save harmless Eco-Systm and Eco-Systm’s affiliates 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 (including, without limitation, reasonable attorney’s fees), judgments, fines and penalties based upon or arising out of your negligent actions, errors or omissions, willful misconduct and/or fraud in connection with the participation in the Eco-Systm community or use of the Services. You further agree in that You shall be liable for any attorneys’ fees and costs incurred by Eco-Systm or its respective officers and agents in connection with the defense of any such claim or lawsuit.
Members are not required to insure their property at Eco-Systm, but Eco-Systm’s own insurance may not cover your property. Eco-Systm recommends that You insure your own equipment and personal property at Eco-Systm.
a. Entire Agreement. These Community Guidelines constitute the entire agreement between the parties pertaining to the subject matter contained therein, and supersede all prior and contemporaneous agreements, representations, and understandings of the parties pertaining to such subject matter. b. Severability. In the event that any provision or portion of these Community Guidelines is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions hereof shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law. c. Waivers. No waiver shall be binding on Eco-Systm unless executed in writing by an authorized representative of Eco-Systm. d. Successors and Assigns. These Community Guidelines shall be binding on your heirs, legal representative, successors and assigns. e. No Assignment. In no event may You assign in whole or in part your membership or use of the Services, without the advance written consent of Eco-Systm. f. Notice. All notices, requests, demands or other communications for which these Community Guidelines provides shall be in writing and shall be addressed at the following addresses: If to Eco-Systm: Eco-Systm, Inc. 540 Howard Street San Francisco, CA 94105 Attn: ____________, ______________ OR by email to: _________@Eco-Systm.com If to You: At the address set forth on page 1 of your Membership Agreement OR by email to the most recent email address that You furnished to Eco-Systm for inclusion in its records, or such other address as any party may designate in writing. All notices under these Community Norms shall be effective: (a) forty-eight (48) hours after deposit in the U.S. Mail, postage prepaid, registered or certified mail, return receipt requested; or (b) Upon delivery, if transmitted by email. g. Governing Law. The rights and obligations of hereunder shall be governed by, and these Community Guidelines shall be construed and enforced in accordance with, the laws of the State of California. Venue for the resolution of any dispute arising out of these Community Guidelines shall be in San Francisco County, California. I hereby acknowledge that I have read and understood all of the terms and conditions contained in these Community Guidelines, and agree to be bound by the Community Guidelines regarding my participation in and use of the Services.
SIGNATURE: ______________________________ Date: ________________ (PRINT) NAME: __________________________________________________ Updated: 3/09/2018