- Description of Services. Alchemy will provide you with access to office space, work stations, Internet access, office equipment, conference space, knowledge resources, and other services as Alchemy may offer from time to time (collectively, “Services”).
- No Unlawful or Prohibited Use. As a condition of your use of the Services, you will not use the Services for any purpose that is unlawful or prohibited by these TOU, or that are prohibited by the “Community Norms,” and Pet Addendum, attached to this TOU. You may not use the Services in any manner that could damage, disable, overburden, or impair any Alchemy Creative Workspace server, or the network(s) connected to any Alchemy Creative Workspace server, or interfere with any other party’s use and enjoyment of any Services. You may not attempt to gain unauthorized access to any Services, or accounts, computer systems or networks connected to any Alchemy Creative Workspace server or to any of the Services, 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.
You hereby represent and warrant that you have all requisite legal power and authority to enter into these TOU and will abide by the terms and conditions of this TOU (and the Community Norms, and Pet Addendum, if any) and no further authorization or approval is necessary. You further represent and warrant that your participation or use of the Services will not conflict with or result in any breach of any license, contract, agreement or other instrument or obligation to which you are a party.
- Use of Services. You agree that when participating in or using the Services, you will not:
- Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming, spamming or any duplicative or unsolicited message (commercial or otherwise);
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
- Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through Alchemy Creative Workspace servers or bandwidth;
- Upload, or otherwise make 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;
- Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party;
- Upload files that contain viruses, Trojan Horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;
- Download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;
- Restrict or inhibit any other user from using and enjoying the Services;
- Violate any code of conduct or other guidelines which may be applicable for any particular Service;
- Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party;
- Violate any applicable laws or regulations;
- Create a false identity for the purpose of misleading others;
- Obstruct any entranceway, create any circumstances of disrepair or damage any Alchemy Creative Workspace Property or the Building;
- Alchemy allows pets on the under the following conditions:
- Alchemy Creative Workspace allows approved service animals
- Alchemy Creative Workspace allows pets for members who have entered into a Pet Addendum and whose pets have been approved by Alchemy.
- Use cellular phones or other communication devices in a manner that will be disruptive to other members. In the interests of maintaining a peaceful environment, Alchemy requests that all members, guests, and clients turn their phones to vibrate while in the Alchemy Creative Workspace. We also ask that you use a head phone, phone booth areas or meeting room for calls longer than three minutes;
- Violate any applicable terms or conditions of Alchemy’s lease or other agreement(s) with the owner of the office space or third parties; or
- Otherwise violate this TOU or any of the Community Norms or terms of the Pet Addendum, if any.
- Otherwise exceed the following usage limitations in relation to the shared conference space: Members may not have more than 12 individuals total in the large conference room and 8 in the small conference rooms. All monthly allotments of conference space usage included with memberships, as well as purchases of additional usage, are subject to availability of the conference space. Unused time does not roll over or accrue from month to month.
- Alchemy Creative Workspace Required Disclosures. Alchemy reserves the right at all times to disclose any information about you and/or your participation in and use of the Services as Alchemy deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Alchemy’s sole discretion.
- You acknowledge and agree that during your participation in and use of the Services you may be exposed to Confidential Information. "Confidential Information" shall mean all information, in whole or in part, that is disclosed by Alchemy or any participant or user of the Services, or any employee, affiliate, or agent thereof, that is nonpublic, confidential or proprietary in nature.
Confidential Information also 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 Alchemy, any analyses, compilations, studies or other documents prepared by Alchemy 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.
- Your participation in and/or use of the Services obligates you to:
- Maintain all Confidential Information in strict confidence;
- Not to disclose Confidential Information to any third parties;
- Not to use Confidential Information in any way directly or indirectly detrimental to Alchemy Creative Workspace or any participant or user of the Services.
- All Confidential Information remains the sole and exclusive property of Alchemy or the respective disclosing party. You acknowledge and agree that nothing in this TOU or Community Norms, 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 Alchemy or any participant or user of the Services.
- Participation in and/or Use of Services. You acknowledge that you are participating in or using the Services of your own free will and decision. You acknowledge that Alchemy does not have any liability with respect to your access, participation in, use of the Services, or any loss of information resulting from such participation or use.
- Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Alchemy PROVIDES THE SERVICES “AS IS” AND WITH ALL FAULTS, AND HEREBY DISCLAIMS WITH RESPECT TO THE SERVICES ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) WARRANTIES, DUTIES OR CONDITIONS OF OR RELATED TO: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY ORCOMPLETENESS OF RESPONSES, RESULTS, WORKMANLIKE EFFORT AND LACK OF NEGLIGENCE. ALSO, THERE IS NO WARRANTY, DUTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT CONCERNING ANY USE OF THE SERVICES. THE ENTIRE RISK AS TO THE QUALITY, OR ARISING OUT OF PARTICIPATION IN OR THE USE OF, THE SERVICES, REMAINS WITH YOU.
- Exclusion of Incidental, Consequential and Certain Other Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Alchemy OR ITS SUBSIDIARIES (WHETHER OR NOT WHOLLY-OWNED), AFFILIATES, DIVISIONS, AND THEIR PAST, PRESENT AND FUTURE OFFICERS, AGENTS, SHAREHOLDERS, MEMBERS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS AND ASSIGNS, JOINTLY AND INDIVIDUALLY BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE), NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE PARTICIPATION IN OR INABILITY TO PARTICIPATE IN OR USE OF THE SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF Alchemy.
- Limitation of Liability and Remedies. NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF Alchemy OR ITS SUBSIDIARIES (WHETHER OR NOT WHOLLY-OWNED), AFFILIATES, DIVISIONS, AND THEIR PAST, PRESENT AND FUTURE OFFICERS, AGENTS, SHAREHOLDERS, MEMBERS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS AND ASSIGNS UNDER ANY PROVISION OF THIS TOU AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO ACTUAL DAMAGES INCURRED BY YOU BASED ON REASONABLE RELIANCE UP TO TWO HUNDRED NINTY NINE DOLLARS (USD $299.00). THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING SECTIONS 8 AND 9 ABOVE) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
- Termination. Alchemy reserves the right to terminate any of the Services at any time. Alchemy further reserves the right to terminate your participation in and use of any Services, immediately and without notice, if you fail to comply with the TOU, the Community Norms, or the Pet Addendum, if any. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT NEITHER THE SERVICES PROVIDED BY Alchemy NOR THIS AGREEMENT SHALL IN ANY MANNER CONSTITUTE A LANDLORD/TENANT RELATIONSHIP, AND Alchemy 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 Alchemy Work Space. If you fail to remove your personal property from upon termination, Alchemy may, without being obligated to do so re-enter the office space and remove your personal property and leave same on the street or alley or, at Alchemy’s option, it may be removed and stored or disposed of at Alchemy’s sole discretion. Any expense related to storage is your responsibility. Alchemy shall not be deemed a bailee of the removed property, and in no event will Alchemy, or Alchemy’s employees, or agents be held liable for either civil or criminal action as a result of the removal.
For Private Suite or Dedicated Desk membership levels, you acknowledge that Alchemy requires 30 days advanced noticed, in writing, should you choose to vacate your space (following your agreed upon term). Failure to provide proper notice will result charges equal to one regular thirty-day billing period.
- Indemnification. You release, and hereby agree to indemnify, defend and save harmless Alchemy and Alchemy’s subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses (including, without limitation, reasonable attorney’s fees), judgments, fines and penalties based upon or arising out of your negligent actions, errors and omissions, willful misconduct and/or fraud in connection with the participation in or use of the Services. You further agree in the event that you bring a claim or lawsuit in violation of this agreement, you shall be liable for any attorneys’ fees and costs incurred by Alchemy or its respective officers and agents in connection with the defense of such claim or lawsuit.
- Insurance. Alchemy carries Liability and Business Personal Property insurance. Alchemy Creative Workspace members are not required, but it is strongly suggested that they carry an insurance policy to cover their own equipment and personal property while using our space and the Services.
- Additional General Terms. By signing this TOU, you furthermore agree to the following additional general terms and conditions of your membership:
- You shall not place anything, or allow anything to be placed, in the common areas, or near the glass or any window, door, partition or wall which may in Alchemy's judgment, appears unsightly from the common areas or from the outside of the building in which the offices are situated ("Building").
- The sidewalks, halls, passages, exits, entrances, and stairways shall not be obstructed or used for any purposes other than for ingress to and egress from the Alchemy Creative Workspace. The halls, passages, exits, entrances, stairways, etc., are not for the use of the general public and Alchemy shall, in all cases, retain the right to control and prevent access thereto by all persons whose presence in the judgment of Alchemy Creative Workspace, reasonably exercised, shall be prejudicial to the safety, character, reputation and interests of the Building. Neither you nor any of your employees or invitees shall go upon the roof of the Buildings.
- The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any purposes other than that for which they were constructed, and no foreign substance of any kind whatsoever shall be thrown therein, and to the extent caused by you or your employees or invitees, the expense of any breakage, stoppage or damage resulting from the violation of this norm shall be borne by you.
- You shall not cause any unnecessary janitorial labor or services by reason of your carelessness or indifference in the preservation of good order and cleanliness.
- No cooking shall be done or permitted in the Alchemy Creative Workspace, nor shall the Alchemy Creative Workspace be used for lodging (the use of a coffee maker and microwave are, however, permitted uses).
- You shall not bring upon, use or keep in the Alchemy Creative Workspace or the Building, any kerosene, gasoline or inflammable or combustible fluid or material, or use any method of heating or air conditioning other than that supplied by Alchemy.
- Alchemy shall have sole power to direct electricians to where and how telephone and other wires are to be introduced. No boring or cutting of wires is to be allowed without the consent of Alchemy. The locations of telephones, call boxes and other office equipment affixed to the Alchemy Creative Workspace are determined by Alchemy, in its sole discretion. Note: Alchemy Creative Workspace is a WIRELESS Facility. No network or phone lines will be run for your space. Wireless adaption software / hardware is available for purchase either via Alchemy Creative Workspace management or third-party vendors.
- Upon the termination of Services, you shall deliver to Alchemy all keys and passes for offices, rooms, and toilet rooms which shall have been furnished to you. In the event of the loss of any keys so furnished, you shall pay Alchemy therefore. You shall not make, or cause to be made, any such keys, you shall order all such keys solely from Alchemy and you shall pay Alchemy for any additional such keys over and above the set(s) of keys originally furnished by Alchemy.
- You shall not install linoleum, tile, carpet or other floor covering so that the same shall be affixed to the floor of the Alchemy Creative Workspace in any manner except as approved by Alchemy Creative Workspace management.
- No furniture, packages, supplies, equipment or merchandise will be received in the Building or carried up or down in the stairways, except between such hours and in such stairways as shall be designated by Alchemy Creative Workspace management.
- When accessing the Building after hours, you shall cause all doors to the Alchemy Creative Workspace to be closed and securely locked before leaving the Building.
- Without the prior written consent of Alchemy Creative Workspace management, you shall not use the name of the Building or any picture of the Building in connection with, or in promoting or advertising your business, except you may use the address of the Building as the address of your business.
- You shall cooperate fully with Alchemy Creative Workspace to assure the most effective operation of the Alchemy Creative Workspace' or the Building's heat and air conditioning, and shall refrain from attempting to adjust any controls.
- To the maximum extent permitted by law, you assume full responsibility for protecting the Alchemy Creative Workspace from theft, robbery and pilferage, which includes keeping doors locked and other means of entry to the Alchemy Creative Workspace closed and secured.
- Except with the prior written consent of Alchemy, you shall not sell or cause to be sold any items or services at retail in or from the Alchemy Creative Workspace, nor shall you carry on or permit or allow any employee or person to carry on the business of machine copying, stenography, typewriting or similar business in or from the Alchemy Creative Workspace for the service or accommodation of occupants of any other portion of the Building without written consent of Alchemy Creative Workspace management.
- You shall not conduct any auction nor permit any fire or bankruptcy sale to be held in the Alchemy Creative Workspace, nor store goods, wares or merchandise in the Alchemy Creative Workspace. You shall not allow any vending machines in the Alchemy Creative Workspace without Alchemy OS LLC’s prior consent.
- All freight must be moved into, within and out of the Building under the supervision of Alchemy Creative Workspace management and according to such regulations as may be promulgated by Alchemy. All moving of furniture or equipment into, within or out of the Building by you shall be done at such time and in such manner as directed by Alchemy Creative Workspace or its agent. In no cases shall items of freight, furniture, fixtures or equipment be moved into or out of the Building or in any common area during such hours as are normally considered rush hours to an office building; i.e., 8:30-9:30 A.M., 11:00 A.M.-1:00 P.M. and 4:00-6:30 P.M.
- On Weekends, federally observed holidays and on other days during certain hours for which the Building may be closed after normal business hours, access to the Building or to halls, corridors, elevators, stairwells will be controlled by Alchemy OS, LCC 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 Alchemy Creative Workspace. Alchemy shall in no case be liable for damages wherein admission to the Building has not been granted during abnormal hours by reason of your failing to properly identify yourself through the use of a card-key, or through the failure of the Building to be unlocked and open for access by you, your employees and general public. Nothing contained herein shall obligate Alchemy to provide such card key system or to make Alchemy liable for any act or omission or failure of such system and the card keys which may be provided.
- You shall not change locks or install other locks on doors without the prior written consent of Alchemy.
- You shall give prompt notice to Alchemy Creative Workspace management of any accidents to or defects in plumbing, electrical fixtures or heating apparatus reasonably known to you so the same may be attended to properly.
- Alchemy shall have the power to prescribe the weight and position of safes or other objects which shall, if considered necessary by Alchemy, be required to be supported by such additional materials placed on the floor as Alchemy may direct, and at your expense. In no event can these items exceed a weight for which the floor is designed.
- Internet Policy: Wireless access to The Internet is provided during your membership. Service interruptions, if they occur, will be handled as promptly as possible. Alchemy Creative Workspace 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. Unless otherwise set forth by Alchemy in writing, you are receiving a single user account solely for your use of the Services through one unit per login session. You agree not to resell any aspect of the Service, whether for profit or otherwise, share your IP address or ISP Internet connection with anyone, access the Service simultaneously through multiple units or to authorize any other individual or entity to use the Service. You agree that sharing the Service with another party breaches this TOU and may constitute fraud or theft, for which Alchemy reserves all rights and remedies. 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. Alchemy may change your address, log-in name or password at any time. Alchemy 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. You agree not to use the Service, any Alchemy Creative Workspace 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:
- violating any applicable law or regulation;
- Posting or transmitting content you do not have the right to post or transmit;
- Posting or transmitting content that infringes a third party's trademark, patent, trade secret, copyright, publicity, privacy, or other right;
- Posting or transmitting content that is unlawful, untrue, stalking, harassing, libelous, defamatory, abusive, tortious, threatening, obscene, hateful, harmful or otherwise objectionable as determined in our sole discretion;
- Attempting to intercept, collect or store data about third parties without their knowledge or consent;
- Deleting, tampering with or revising any material posted by any other person or entity;
- Accessing, tampering with or using non-public areas of the Service or any Alchemy Creative Workspace or related website, computer systems or network;
- Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures;
- Attempting to access or search the Service or any Alchemy Creative Workspace or related network or website with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by Alchemy or other generally available third party web browser;
- Sending unsolicited messages, including without limitation, promotions or advertisements for products or services, "pyramid schemes", "spam", "chain mail" or "junk mail";
- Using the Service or any Alchemy Creative Workspace or related website or network to send altered, deceptive or false source-identifying information;
- 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 Alchemy Creative Workspace or related website or network;
- 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 Alchemy Creative Workspace or related website or network, overloading, "flooding," "spamming," "crashing," or "mailbombing" the Service or any Alchemy Creative Workspace or related website or network; or
- Impersonating or misrepresenting your affiliation with any person or entity. If Alchemy suspects violations of any of the above, Alchemy 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 Alchemy in investigating suspected violations.
- You shall not install, maintain or otherwise locate at Alchemy Creative Workspace any computer server of any kind, whether hardware or software without written permission from Alchemy.
- Entire Agreement. This TOU, Pet Addendum, if any, and the Community Norms 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.
- Severability. In the event that any provision or portion of this TOU, the Pet Addendum, or Community Norms is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this TOU and Community Norms shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.
- Waivers. No waiver shall be binding on Alchemy unless executed in writing by an authorized representative of Alchemy Creative Workspace.
- Successors and Assigns. This TOU, the Pet Addendum and Community Norms shall be mutually binding on Alchemy and you, the parties’ heirs, legal representatives, successors and assigns.
- 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 Alchemy.
- Notice. All notices, requests, demands or other communications for which this TOU or Community Norms provides shall be in writing and shall be addressed at the following addresses:
If to Alchemy:
Alchemy Creative Workspace,
66 S. Logan St., Denver, CO, 80209
If to you:
At the address set forth on the online member portal, or such other address as either party may designate in writing. All notices under this TOU, and 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; (b) Upon delivery, if delivered in person to the address set forth above; or (c) upon delivery, if sent by commercial express service, such as Federal Express, except that notices of change of address shall be effective upon receipt.
- Attorney's Fees. If, in the event Alchemy is required to engage the services of an attorney, whether or not suit is filed, to enforce any provision of this agreement, should it prevail, it shall be entitled to recover reasonable attorney’s fees and costs incurred in addition to all other damages to which it might be entitled.
- Governing Law. The rights and obligations of hereunder, the Pet Addendum, if any, and the Community Norms shall be governed and enforced in accordance with, the laws of the State of Colorado. Venue for the resolution of any dispute arising out of this TOU, the Pet Addendum, or Community Norms shall be in the City and County of Denver.