CHARLEY MEMBERSHIP AGREEMENT
This Charley Membership Agreement
( "Agreement") between
Her Name Was Charley,
LLC
, d/b/a Charley Co., referred to in this Agreement as "Charley," "we" or "us," and the entity or
individual named as the Member on the signature page below and referred to in this Agreement as "the
Member," "your" or "you."
"Charley," "we" or "us" as used in this Agreement also includes any subsidiaries and other entities
affiliated through any direct or indirect ownership with Charley. Charley’s contact information is: 3350
Brighton Boulevard, RiNo Art District, Denver, CO 80216, (303) 815-8272, email
info@charleycowork.com.
TERMS AND CONDITIONS
Charley is a professional coworking space and for creative women and businesses that blurs the
lines between technology, personal and business. Charley developed these Terms and Conditions to help
facilitate Charley and its Members to operate in a collaborative, inspiring, and professional environment.
By executing this Agreement prior to being provided access to Charley, you have agreed to become a
Member of Charley with rights to access and use certain facilities of the space located at 3350 Brighton
Boulevard, RiNo Art District, Denver, CO 80216 ("Space", the "Campus", or "Facilities"), on the terms
and conditions of this Agreement. These Terms and Conditions give Charley flexibility to operate to meet
our objectives and to protect us from liabilities that could jeopardize our ability to do this.
By executing this Agreement, you:
i.
understand and agree to comply with this Agreement.
ii.
acknowledge that this Agreement is legally binding on you and Charley.
iii.
acknowledge that you are authorized to do so and have the capacity and ability to
comply with your obligations under this Agreement.
iv.
are responsible for reviewing this Agreement on our website on a regular basis
and remaining informed about any updates and changes to it.
By holding a membership to Charley, you consent to all updates and modifications to this Agreement,
including all increases to Fees (as defined below).
A.
Use of Charley and Facilities
. As a Member, these Terms and Conditions apply to you,
any of your actual or potential employees or independent contractors and any other visitors (such persons
are collectively referred to as "Visitors") while at the Space, or using other Charley Facilities or services.
You are responsible for assuring compliance with these Terms and Conditions by each of your Visitors.
1. The Space may only be used for purposes related to your business.
2. All of the business activities you conduct must comply with all applicable laws, rules,
and regulations. You are responsible for knowing what laws, rules and regulations apply to you and your
business.
3. You may not conduct or engage in any criminal or other illegal activities of any kind.
4. You and your visitors shall conduct yourselves in accordance with any Rules of
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Conduct issued or posted by Charley from time to time in addition to these Terms and Conditions.
5. You understand that Charley is shared with other people and businesses. You may not
conduct any activities, make noise or play music that might interfere or disturb the use of Space or any
other members or occupants.
6. You may have Visitors on an occasional basis. However, you must limit repeat or
regular Visitors to only those persons who need to meet with you in person for your business purposes
and for limited time periods. Charley has the right to require a guest fee or deny access to persons who
Charley believes are regularly working out of the space without being a Member. Charley also has the
right to require any repeat or regular Visitors to be subject to its membership process and pay applicable
fees if admitted as a Member.
7. Neither you nor any of your Visitors may, and may not ask, invite, allow or encourage
any person or business to conduct any sales, marketing or other solicitation on a Campus directed toward
Charley or Members outside of the normal course of business you conduct at the Facilities on a day-to-
day basis. If Charley deems that you are soliciting outside of the normal course of business you conduct,
Charley may immediately deny approval in its sole discretion and on a case-by-case basis.
8. You may not publish, post or otherwise make available in the public domain names of
members, employees of members, or names of employees or other persons associated with Charley, in a
manner that may attract uninvited visitors or solicitations or for other commercial purposes.
9. You may not schedule events, parties, seminars or other activities at the Facilities that
would require use of any of the Space without the prior written consent of Charley, which may be
withheld in Charley's sole discretion.
10. Charley provides mail and other delivery receipt services on your behalf. We will
notify you through email and/or in person when deliveries arrive. However, Charley does not have any
liability for misplaced or undelivered packages or mail and you agree to hold Charley harmless for any
such misplaced or undelivered packages or mail. You are responsible to collect your mail in a timely
manner. Charley reserves the right to return mail to sender.
11. You agree to be solely responsible for any cell phone or messaging charges you incur
as a result of Charley notify you that a Visitor has arrived or any other notification to you by Charley.
12. Charley has the authority to manage and control access to all common areas, and to
implement, change, or modify all policies, rules and regulations that it may, in its sole discretion, deem
necessary or appropriate for use of the common areas. You agree to abide by all policies and rules and
regulations pertaining to common area usage which may change from time to time.
(a)
Bicycles may be parked only in designated areas at the Campus and are
parked at your own risk. You assume sole risk, with no risk to Charley, for overnight storage of bicycles.
Charley is not responsible for any theft of or damage to your bicycle.
(b)
You cannot use common areas for any type of storage, except for
designated storage areas with the express written permission from Charley.
13. Charley has the right at any time to change or modify the Space, including but not
limited to, the area, location, and arrangement of the common areas and other portions of the Facilities.
Charley may also temporarily close all or any portion of the common areas or other portions of such
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Facilities.
14.
"Campus Property
". You have the right to use designated office equipment,
technology-related equipment, and furniture as provided by Charley pursuant to this Agreement. You are
also entitled to reasonable, nonexclusive use of any kitchen/pantry or coffee areas and equipment,
restrooms, and general facilities. Rental/usage of studios, conference rooms, meeting rooms, or other
areas, facilities or equipment are separate from the general Campus Property and requires a separate
written agreement ("The Charley Rental Agreement").
15.
Confidential Information
. You acknowledge that some (or all) spaces in the Space are
open areas and are not secured. You are responsible for taking all necessary precautions to protect any
information that is confidential, proprietary or private to you. You also agree that you shall not review,
take delete, accept transmit, publish or otherwise use, in any way, any information or other information of
Charley or of any other member without prior written consent of the owner of such property. This
includes, but is not limited to, business and financial plans, data and information, inventions, trade secrets
and other intellectual property, electronic and other equipment and tangible property, and any other
information that a reasonable person would consider to be confidential.
16.
Optional Fee-Based Services
. Additional fee-based services ("Optional Fee-Based
Services" or "Optional Services") may be available to members. Members should contact Charley staff
for additional information on Optional Fee-Based Services.
17.
Hazardous Materials Prohibited
. You may not bring or allow any materials or
substances that may be hazardous to people, animals or the environment, materials or substances to be
brought on, kept or used in the Space. If you become aware of any hazardous materials or substances, at
the Campus you agree to inform Charley Staff immediately.
18.
Alcohol Consumption
.
(a)
No outside alcohol may be brought into Charley.
(b)
Only alcohol provided by Charley can be consumed in the Space.
(c)
You cannot leave the Facilities with any alcohol provided by Charley.
(d)
You cannot provide alcohol to minors.
(e)
Overconsumption of alcohol is not permitted. Charley personnel may
refuse to serve alcohol or remove alcohol from your possession if any of Charley personnel reasonably
believe that you are intoxicated or that your behavior toward other people is rude, unwanted, threatening
or dangerous. If you are asked to leave the Space, you agree to leave immediately.
19.
No Smoking
. No smoking of any kind is permitted in the Space or within 25 feet of
any building entrances at any time.
20. If you occupy a designated space ("Designated Space"), shared space ("Shared
Space") or another membership program, before you leave for the day or at an earlier time in the day, if
requested by Charley, you must remove everything from the top of your work surface, including
computers and other electronic devices, electrical cords, paper and other supplies and any other property.
21.
Return of Charley Property
. When this Agreement terminates or expires, you will no
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longer have any right to use or access any equipment, furniture, communications devices and systems or
other property, facilities, or services provided at the Space by Charley under this Agreement.
22.
Charley Intellectual Property
. You may not display or use Charley's trade names,
trademarks, service marks, logos, domain names, and other distinctive brand features of Charley without
Charley's prior written consent and in accordance with Charley's specifications. Charley may withhold
this consent in Charley's sole discretion.
B.
Membership Terms
23. When you enter Charley Co. to work, you enter an area where photography, audio, and video recording may occur. By entering the coworking premises, you consent to interview(s), photography, audio recording, video recording and its/their release, publication, exhibition, or reproduction to be used for news, web casts, promotional purposes, telecasts, advertising, inclusion on websites, social media, or any other purpose by Charley Co. and its affiliates and representatives. Images, photos and/or videos may be used to promote similar Charley Co. events in the future, highlight the event and exhibit the capabilities of Charley Co. You release Charley Co., its officers and employees, and each and all persons involved from any liability connected with the taking, recording, digitizing, or publication and use of interviews, photographs, computer images, video and/or or sound recordings. By entering the event premises, you waive all rights you may have to any claims for payment or royalties in connection with any use, exhibition, streaming, web casting, televising, or other publication of these materials, regardless of the purpose or sponsoring of such use, exhibiting, broadcasting, web casting, or other publication irrespective of whether a fee for admission or sponsorship is charged. You also waive any right to inspect or approve any photo, video, or audio recording taken by Charley Co. or the person or entity designated to do so by Charley Co. You have been fully informed of your consent, waiver of liability, and release before entering the workspace.
. Charley offers the following Membership terms:
1. We call our dedicated, private office spaces "Studios" or "Studio Spaces" (for one or
more persons), which are available to individuals and small businesses. Each Studio Space is rentable for
a year long period unless Charley and member have an outside agreement. Each Studio Space
Membership allows your use of a designated Studio at Charley’s Campus, as well as wireless Internet
connections and other facilities and services provided to Studio Space members as provided in this
Agreement.
2. We also have non-exclusive work areas, available to individuals only. We call those
areas "Designated Desk Spaces". Each Designated Desk Space Membership provides You with exclusive
use of one designated work space, as well as wireless Internet connection and other facilities and services
provided to Designated Desk Space members as provided in this Agreement. Designated desks are
rentable for 6 month period or 1 year periods unless Charley and member have an outside agreement. If
you would like to change the location of your Designated Desk Space, we will try to accommodate
reasonable requests, subject to availability. We have the right to change your Desk location in our
discretion.
3. We also have "Shared Spaces" (sometimes called "Shared Desks"), which are available
to individuals only. Each Shared Desk Membership provides you with unlimited, non-exclusive use of a
work space on an "as- available" basis in the open work areas we designate for Shared Desk Members, as
well as wireless Internet connection and other facilities and services provided to Shared Desk Members as
provided in this Agreement.
4. Other Charley Memberships may be available from time to time, and the benefits,
programs, packages, features and prices are available upon request.
5. The Space includes access to and use of common spaces and amenities (subject to any
applicable additional fees and usage policies), office cleaning services, trash removal and other building
services that Charley may provide to Members from time to time.