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This Service Agreement is between Mountain State LLC dba Iona Work Spaces (“Iona”) and you (“you” or “Member”).



The services Iona provides to you are subject to the following General Terms and Conditions (T&C). Iona reserves the right to update and change the T&C at any time.  Such changes will be effective immediately upon notice to you (to be provided by emailing the last email address provided by you to Iona), except that pricing and fee changes will be effective upon (1) the commencement of the following month for Dedicated Desk Members or Monthly Open Flex Space Members, or (2) the commencement of the following term for Private Suite or Private Office Members.  Iona membership does not create a tenancy but a prepaid usage license to use the provided amenities.



Description Of Services

Iona is providing you with certain services, as more specifically described herein and in the attached Exhibit if applicable ("Services"). The Services at all times are subject to the T&C.



Iona’s regular business hours will be 9 am to 5:30 pm (“Regular Business Hours”). Day Pass operating hours will be 9:30 am to 5:00 pm (M-F). The Services that are the subject of this agreement do not include services that may be provided by third parties, for example food or beverage vendors and internet providers.



Common Area Reservations and Building Film Shoots

On a case-by-case basis and subject to Iona's approval, Iona makes its main entrance, Community Lounge Area/Common Area, private small rooms, and conference rooms, available to responsible groups and organizations from the community for use as a private Event Space on a rental basis. Iona also, from time to time, rents out all or portions of the building for film shoots.  In the event of such private events or film shoots, Day Passes cannot be purchased and all Members will not have access to such areas during such events. Notice of such events will be given ahead of time by Iona staff.



Passwords and Keycards

Please do not reveal your account password or transfer your keycard or other access device or credentials to anyone else (or let them use your account), and don’t make any copies of any keys, keycards, or other means of entry to our Premises (each, an “Access Device”). You are responsible for maintaining the confidentiality of your password and security of your Access Device. You must promptly notify us if you suspect your password or Access Device has been compromised. Access Devices remain our property, and you must return them immediately upon termination or expiration of your membership. You may be charged a replacement fee ($20 per key or other Access Device) for any lost or damaged Access Devices. Please note Day Pass Holders will not have 24/7 access to the building, so they will not be required to obtain a key card or access device.



No Unlawful Or Prohibited Use

You will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions and notices. You may not use the Services in any manner that could damage, disable, overburden, or impair any of Iona’s property or Services,  including but not limited to excessive electricity usage, or interfere with any other party’s use and enjoyment of any Services.



Electricity for reasonably acceptable Use

You are prohibited from using electricity other than normal office use. For example, bitcoin mining is prohibited since it uses an abnormal amount of electricity.  Iona, at its sole discretion, may prohibit an activity that uses an abnormal amount of electricity.



You may not attempt to gain unauthorized access to any Services, or accounts, computer systems or networks connected to any Iona 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, nor should you post or download files that you know or should know are illegal or that you have no rights to.



You hereby represent and warrant that you have all requisite legal power and authority to enter into and abide by the terms and conditions of this T&C 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

In general, we expect that you will not perform any activity that is reasonably likely to be disruptive, damaging or dangerous to us, our employees or agents, other members, any guests or any other third parties or property of any of the foregoing. To that end, 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, spimming or any duplicative or unsolicited messages (commercial or otherwise);

• Conduct any activity which impairs the character, quiet enjoyment, reputation, appearance or operation of Iona;

• 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 Iona servers;

• Upload, or otherwise make available, any file that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as a limitation, copyright, 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, candlebots, corrupted files, or any other similar software or programs that may damage the operation of another computer or property of another coworker;

• Download any file 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 (including the Building Rules);

• Harvest or otherwise collect information about other, including email addresses, without the authorization or consent of the disclosing party;

• Violate any applicable laws or regulations; or

• Create a false identity for the purpose of misleading others.

 

Service Restrictions.

Your membership in Iona is specific to you. You cannot add additional members to your account or share your account credentials or Access Device with any other individual.  Furthermore, you must not use any Services or any space you reserve or occupy in any Premises in a “retail,” “medical,” or other nature involving frequent use by or visits from members of the public.



Guest Policy

All members must pre-register visitors (guests) via Iona’s software reservation system. Guests may be permitted into the building, as long as the Guest is accompanied by a member at all times. You are required to be present in the building when your guests visit. Guests are not allowed in the building if the member is not there to collect them. Guests are welcome in the building for a maximum of two hours per visit. Guests will need to purchase a Day Pass if Iona determines that the Member’s guest is using the work space too frequently, extends their stay beyond the time limit, or otherwise abusing these rules.



Any Open Flex Space Member, Virtual Mail Service Member, or Day Pass Holder is required to have a meeting room booked to host guests at Iona. You can book meeting rooms on Iona’s software reservation system.



Dedicated Desk and Private Suite or Private Office members are required to have a space reserved for their guest’s visit unless Private Suite or Private Office Members are hosting their guests exclusively in their suite or office space. Another option is to book a meeting room. To utilize a meeting room, guests must be accompanied by a member and attend a scheduled meeting with them.



As a Member, you are responsible for all actions conducted by your guests. Member is responsible to ensure that its personnel and guests conduct themselves in a business-like and professional manner at all times. Iona may immediately terminate a Member’s Agreement in Iona’s sole discretion, if Member’s employees or guests use vulgar, abusive, violent or insulting language or demonstrates aggressive behavior directed toward or observed by any of the Iona’s staff or takes action to disrupt the business environment of the Premises or if Member’s business lawfulness is questioned by local, state or federal policing or regulatory authorities.



Guests must not interfere with other Members or use Iona’s equipment. Iona reserves the right to refuse access to any guests without notice or explanation. 



Please make sure that the number of guests does not exceed the capacity of the space.



Animal Policy

Service animals individually trained to do work or perform tasks for people with disabilities, are the only animals permitted within our premises. No other animals, including pets or emotional support animals, are allowed within the Premises.

Service Animals must be leashed at all times in common areas. Service Animals cannot be disruptive of Members, and must have proper training and vaccination. Service Animal owner agrees to indemnify Iona for any damage to property or injury to other persons caused by the animal. Violations of this policy may result in a request to remove the animal from the building.



You and Other Members

We do not control and are not responsible for the actions of other Members or any other third parties (including any pets or service animals).  If a dispute arises between Members or their invitees, guests, pets or service animals, we shall have no responsibility or obligation to participate, mediate or indemnify any party.



Common Areas

If you are accessing our space pursuant to these terms, common spaces in our premises, including the Community Lounge Area/Common Area, are to be accessed by you, and to the extent we permit, your guests, starting from the time immediately prior to your reserved time in the premises and ending at the time immediately following your reserved time in the premises. Common spaces other than specific tables and desks or chairs, are for temporary use and not as a place for continuous work throughout every day.  Member shall also refrain from trying to reserve a specific desk or table or chair in the Common Area for more than one day, recognizing that these are open areas for other Members to also use on a first come basis. 



The sidewalks, halls, passages, exits, and entrances shall not be obstructed by any use of the Member or used for any purpose other than for ingress and egress from their respective offices or the Premise. Iona shall have the right to control and operate the public portions of the Building, and the public facilities, and heating and air conditioning, as well as facilities furnished for the common use of the Members, in such manner as it deems best for the benefit of the Members generally.

• Our Common Area is for quite work or quiet meetings during Regular Business Hours, as well as after hours or weekend networking events by and for our members and their guests.  Use is generally on a first-come first-serve basis, and is subject to availability and, with respect to any specific events, pre-approval by Iona.

• For any networking events put on by any member, that member is responsible for ensuring the space is thoroughly cleaned, dishes, silverware, and glasses are cleaned, and all furniture cleaned and returned to its original position prior to the start of the next day’s Regular Business Hours.

• Our conference rooms (the two larger conference rooms and two small private rooms) are for temporary use for meetings and phone calls, and are to be reserved via our software reservation system, on a first-come first-serve basis, subject to availability.

• Iona reserves the right to limit any member’s use of the common area or conference rooms if Iona determines that that Member is using the space too frequently or otherwise abusing these rules.  Common Area can be used for Open Flex Space and Day Pass Holders during operation hours.

• The kitchenette is for our members’ and community’s convenience and mutual enjoyment.  While Iona will clean the kitchenette from time to time, each Member is also responsible for cleaning any dishes, silverware, glasses or other utensils that they or their guests use and returning these to the cabinet, for not taking up too much space in the fridge and timely removing and disposing of any items they are storing in the fridge, and otherwise treating the kitchenette and appliances respectfully and in a clean manner.

• Other than use of the microwave, toaster, and coffee machine, no other cooking shall be done or permitted by any Member on the Premises, nor shall the Premises be used for the storage of merchandise, for washing clothes, for lodging, or for any improper, objectionable, or immoral purpose.

• While Iona will clean the bathrooms, members shall also treat the bathrooms respectfully and in a clean manner.  The building restrooms, urinals, wash bowls, and other apparatus shall not be used for any purpose other than that for which they were constructed and no foreign substance of any kind shall be thrown therein and the expense of any breakage, stoppage, or damage resulting from the violation of this rule shall be borne by the Member who, or whose agents, officers, employees, invitees or guests, shall have caused it.

• The back alleyway is for members to sit in and relax and/or work and also for access to the park, and is not to be used for storage, other than temporary daily storage of bikes or other small transportation devices, in locations to be approved by Iona.

• No sign, placard, picture, advertisement, name, or notice shall be inscribed, displayed, or printed, or affixed on or to any part of the outside or inside of the Building without the prior written consent of Iona. Iona shall have the right to remove same without notice to and at the expense of Member.

• Open Flex Space Members, Virtual Mail Service Members, and Day Pass Holders are not allowed to leave any of their items behind at the space, and must take all of their personal items home each day. Iona is not responsible for any items left behind.

• Day Pass Holders or Virtual Mail Service Members cannot store food or drinks in community fridge overnight.

Dress Code Policy

Iona’s dress code policy aims to maintain a professional and respectful environment. While we encourage individuality, attire should also be functional and conducive to work in a shared work space. Iona kindly requests that all clothing be clean, tidy, and free from any offensive language, graphics, or images. Dress casually and comfortably (ex: business or smart casual dress style), avoiding any attire that may be overly revealing or offensive. Please ensure you have appropriate footwear whenever you are inside or around the building. Iona may remind members of the dress code policy if necessary. Repeated violations may result in further action, including termination of membership.

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Media Consent

From time to time Iona takes videos and photos of the space, particularly during community events. These videos and photos may be posted to Iona’s website and social media accounts. Users of the space expressly consent to the use of any photos or video which include their likeness on Iona’s website or social media postings.



Door Locks

Member shall not alter any lock or install any new or additional locks or any bolts on any doors or windows of the Premises.



Renewals and Terminations

The T&C must be adhered to at all times.  Failure to follow T&C can result in non-renewal or even early termination of the usage license. Iona reserves the right to terminate any Service at any time, immediately and without notice, if you fail to comply with the T&C. This includes non-payment or violation of the space rules. If this early termination happens, for Dedicated Desk Members and Open Flex Space Members, Iona will refund any amounts paid for unused periods that remain after deducting any pending charges, on a prorata basis.  For Suite and Office Members, in the event of termination due to non-payment by Member, Iona shall be entitled to the full amount owing for the Suite or Office for the remainder of the term, plus a 10% monthly penalty for any late payments.



Dedicated Desk, Open Flex Space, Virtual Mail Service

Member agrees that an automatic 4% increase will be assessed annually to the monthly plan rate regardless of term or then published, new member pricing and/or discounts. Your continued use of the Services following notice of any modifications, and through the next payment date, constitutes your agreement to such modifications.



Iona reserves the right at all times to disclose any information about Your participation in and use of the Services as Iona 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 Iona sole discretion.



Damage

You may be held liable (and do hereby authorize us to charge you) for the repair cost for all damage to our premises and items therein caused by you or your guests, invitees or where permitted, service animals or pets.



Invoicing and Payment

You will be automatically invoiced monthly in advance based on your membership option. A late fee of 5% will be applied to overdue invoices seven (7) days after invoice is issued. All Day passes will be invoiced and must be purchased once you (“Day Pass Holder”) arrive on the day of your day pass.  Day passes are good for one-time use only. Day passes are not transferable. Day Passes must be used the same day as purchase and only work during the 9:30 am-5:00pm (M-F) window.



Also included are any variable charges, such as for printing usage, that may have been incurred during the previous period. Payment is required at the beginning of the month, at the date specified in the invoice. If applicable, payment for casual usage is either paid on the day of use unless other arrangement has been made with Iona. You agree to keep your payment information up-to-date and accurate.



Confidentiality

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 Iona or any participant or user of the Services or any employee affiliate, or agent thereof, that is non-public, confidential or proprietary in nature. Confidential information also includes, without limitation, information about business, sales, operations, know-how, trade secrets, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of Iona, any analyses, compilations, studies or other documents prepared by Iona or otherwise derived in any manner from the Confidential Information that you are obliged to keep confidential or know or has 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 disclose Confidential Information to any third parties;

• Not use the Confidential Information in any way directly or indirectly as determined by Iona or any participant or user of the Services.

All confidential information remains the sole and exclusive property of Iona or the respective disclosing party. You acknowledge and agree that nothing in this T&C 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 proprietary rights of Iona or any participant or user of the Services.  You must not directly or indirectly take, copy or use any information or intellectual property belonging to other members or member companies or any of their guests, including without limitation 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. 



Security

For security purposes, Iona may regularly record via video certain areas of our Premises. If we deem it reasonably necessary, we may disclose information about you to satisfy applicable law, rule, regulation, legal process or government request, or to protect us, our members, or other individuals, or any of our or their property. It is your obligation to notify any of your guests about this policy.    



Personal Items

We are not responsible for any property you leave behind at our premises or that is stolen from our premises by others. It is your responsibility to ensure that you have retrieved all of your personal items prior to leaving each day. Prior to the termination or expiration of your membership, you must remove all of your property from the premises. After providing you with reasonable notice, we will be entitled to dispose of any property remaining in our premises, and you waive any claims or demands regarding such property or our handling of such property. You will be responsible for paying any fees reasonably incurred by us regarding such removal.



Mail

Subject to the completion of the Virtual Mail Service Agreement, USPS Form 1583, and approval by Iona, you may elect to receive mail and packages at our location. Members are not allowed to use Iona’s address for their google business address or profile. See Iona staff for further information in joining the virtual mail service plan.



Participation In Or Use Of Services

You acknowledge that you are participating in or using the Services at your own free will and decision. You acknowledge that Iona 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.



No Lease

Notwithstanding anything in these Terms to the contrary, these Terms in no way shall be construed as to grant you any title, lease, easement, lien, possession or related rights in our business, Premises or anything contained in our Premises. These Terms create no tenancy interest (including any security of tenure), leasehold estate, or other real property interest.  Neither party will in any way misrepresent our relationship.



Disclaimer Of Warranties

To the maximum extent permitted by the applicable law, Iona provides the Services “as is” and with all faults, and hereby disclaim with respect to the Services all warranties and conditions, whether express, implied or statutory, including but not limited to: merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness 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. 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 the applicable law, in no event shall Iona or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future owners, 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 Iona, and even if Iona has been advised of the possibility of such damages.



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 Iona 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 T&C and your exclusive remedy for all of the foregoing shall be limited to actual damages incurred by you based on reasonable reliance, and shall not exceed the total amounts paid by you to us under these T&C for the Services from which the claim arose in the twelve (12) months prior to the claim arising.  You also acknowledge and agree that you may not commence any action or proceeding against Iona or any of its affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns unless the action, suit, or proceeding is commenced within one (1) year of the cause of action’s accrual.  The foregoing limitations, exclusions and disclaimers, including the previous sections) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.



Non-Disparagement

You shall, during and after the participation in and use of the Services, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding Iona, or any of Iona’s officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law.



Indemnification

You release, and hereby agree to indemnify, defend and save harmless Iona and Iona’s subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future owners, officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties based upon or arising out of your negligent actions, errors and omissions, willful misconduct and 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 Iona or its respective owners, officers and agents in connection with the defense of such claim or lawsuit.



Governing Law and Venue

These Terms and the transactions contemplated hereby shall be governed by and construed under the law of the State of California, U.S.A. and the United States without regard to conflicts of laws provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods or New California’s or any other implementation of the Uniform Computer Information Transactions Act.



Except that either party may seek equitable or similar relief from any court of competent jurisdiction, any dispute, controversy or claim arising out of or in relation to these Terms, or at law, or the breach, termination or invalidity of these Terms, that cannot be settled amicably by agreement of the parties to these Terms shall be finally settled in accordance with the arbitration rules of JAMS then in force, by one or more arbitrators appointed in accordance with said rules. The place of arbitration shall be Los Angeles, California, U.S.A.



The proceedings shall be confidential and in English. The award rendered shall be final and binding on both parties. Judgment on the award may be entered in any court of competent jurisdiction.  In any action, suit or proceeding to enforce rights under these Terms, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator(s) or court, as applicable. These Terms shall be interpreted and construed in the English language, which is the language of the official text of these Terms.



OFAC

You hereby represent and warrant that you are not, nor will you be at any time while you are a member, an entity or individual listed on the Specially Designated Nationals and Blocked Persons List published by the U.S. Department of Treasury, as updated from time to time.



Severability

In the event that any provision or portion of this T&C is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this T&C shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.



Insurance

Iona carries Liability and Business Personal Property insurance. As a user, you are not required but it is strongly suggested that you carry a Renters Insurance policy to cover your own equipment while using our space. That policy may cover your current residence/office, as well as the premises of Iona.



Enforcement

Member agrees that compliance with these T&C is a material component of the Iona Work Spaces Service Agreement and Terms of Use between Member and Iona. Member agrees to abide by all such rules and regulations and any written amendments or modifications to same.  Iona shall have no responsibility to Member for any violation or non-performance of these T&C by any of Iona’s other members or their guests.