Choose Your Membership Level 

CoLab offers a shared, community-driven workspace for location-independent workers. It exists because of you and for you. As a member, you will not just be a customer of CoLab Coworking; you’ll be an active part of what CoLab is and does for you and for others.

This document outlines General Membership terms dated March 5, 2020, by and between Core Commissions as “Member”) and CoLab Workspace, LLC (as “Owner”) for the use of Office Space/Dedicated Desk/Cube/Glass Pod/ and Open Desk Memberships situated at 915 Broadway St, Vancouver, WA 98660.

PAYMENT TERMS AND OPTIONS 

THE LOGISTICS

• All membership license fee payments are due on the first business day of each month.

• CoLab Coworking reserves the right to charge late fees and/or withhold services if payments are not received on time.

• Membership termination requires 30 days written notice. Following termination notice, last month’s membership license fees will be applied to the final full month.

• Upon executed membership agreement, CoLab will collect first and last month’s membership license fees. First month’s membership license fee will be prorated according to start date.

PAYMENT METHODS

Payments may be made through our online Member portal (Office R&D). Once a Membership Agreement has been completed, signed, and submitted, Member Company will receive access to Member’s online portal to set up account and billing information.

COLAB COWORKING MEMBER TERMS OF USE

Our Terms of Use policy (“TOU”) is long and boring, but it’s important that you read it carefully to understand your rights and protections, as well as ours. We hope to be able to simplify these terms in the future. Please contact us at [email protected] if you have questions regarding this TOU.

1. ACCEPTANCE OF TERMS

The Services (including but not limited to use of office space and access to Internet) CoLab Workspace, LLC, a Washington limited liability company (“CoLab Coworking” or “CoLab”) provides to you, the Member Company and undersigned Authorized Member (each and together “Member”) pursuant to this Membership Agreement, are subject to the following Terms of Use.

CoLab Coworking reserves the right to update the TOU at any time. CoLab Coworking will attempt to contact our Members to notify you of any updates within 30 days of enactment using the contact information provided in this Membership Agreement.

2. DESCRIPTION OF SERVICE 

CoLab Coworking provides Members with license to access to workspace, workstations, Internet access, office equipment, conference space, knowledge resources, and other services as CoLab Coworking will provide from time to time (collectively, “Services”). The Services at all times are subject to the TOU.

3. NO UNLAWFUL OR PROHIBITED USE

As a condition of Member use of the Services, Members will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions and notices. Members may not use the Services in any manner that could damage, disable, overburden, or impair any CoLab Coworking server, the network(s) connected to any CoLab Coworking server, or interfere with any other party’s use and enjoyment of any Services. Members may not attempt to gain unauthorized access to any Services, accounts, computer systems or networks connected to any CoLab server, or to any of the Services through hacking, password mining, or any other means. Members may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services.

As a Member, 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 TOU and no further authorization or approval is necessary. Each Member further represents and warrants 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.

4. USE OF SERVICES

Each Member agrees that when participating in or using the Services, you will not:

1. Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming, or any duplicative or unsolicited message (commercial or otherwise);

2. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

3. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through CoLab Services;

4. 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;

5. 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;

6. 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;

7. Download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;

8. Restrict or inhibit any other user from using and enjoying the Services;

9. Violate any code of conduct of other guidelines which may be applicable for any particular Service;

10. Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party;

11. Violate any applicable laws or regulations; or

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

5. APPLICABLE LAW

CoLab reserves the right at all times to disclose any information about Members, your participation in and use of the Services as required to satisfy any applicable law, regulation, legal process or governmental request. Furthermore, CoLab reserves the right to edit, refuse to post or to remove any information or materials, in whole or in part, in CoLab’s sole discretion unless otherwise required by law. This Membership Agreement and its TOU are governed by the laws of the State of Washington and venue lies in Clark County for state and local matters and in the Western District of Washington for federal matters.

6. CONFIDENTIALITY

Each Member acknowledges and agrees that during your participation in and use of the Services you may be exposed to certain Confidential Information. “Confidential Information” shall mean all information, in whole or in part, that is disclosed by CoLab, 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, know-how, 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 CoLab, any analyses, compilations, studies or other documents prepared by CoLab or otherwise derived in any manner from the Confidential Information, and any information that you are obligated to keep confidential or know or has reason to know should be treated as confidential.

1. A Member’s participation in and/or use of the Services obligates the Member to:

1. maintain all Confidential Information in strict confidence;

2.  not to disclose Confidential Information to any third parties;

3. not to use the Confidential Information in any way directly or indirectly detrimental to CoLab, or any participant or user of the Services.

B. All Confidential Information remains the sole and exclusive property of CoLab or the respective disclosing party. Members acknowledge and agree that nothing in this TOU or your participation or use of the Services will be construed as granting any rights to a Member, by license or otherwise, in or to any Confidential Information or any patent, copyright, or other intellectual property or proprietary rights of CoLab, or any participant or user of the Services.

C. Notwithstanding anything contained herein to the contrary, the parties understand and acknowledge that WSBDC is subject to the Public Records Act, RCW 42.56 et seq. If WSBDC receives a public records request for this Membership Agreement, its TOU, or any documents or materials provided by CoLab to WSBDC, generally such information will be a public record and must be disclosed to the public records requester. However, WSBDC agrees to notify CoLab within one (1) business day of receiving such a public records request and identify the date WSBDC plans to release the records. If CoLab fails to obtain a protective order from the applicable court prior to the time SBDC releases the records to the public records requester, CoLab gives WSBDC full authority to release the records on the date specified, and CoLab understands it has thereby given up all rights to challenge the disclosure in any forum.

7. PARTICIPATION IN OR USE OF SERVICE

Members acknowledge that each Member is participating in or using the Services at its own free will and decision as an informed Member. Members acknowledge that each Member has had the opportunity to review and obtain independent counsel before agreeing to the TOU and that CoLab does not have any liability with respect to Member’s access, participation in, use of the Services, or any loss of information resulting from such participation or use.

8. DISCLAIMER OF WARRANTIES

To the maximum extent permitted by applicable law, CoLab 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 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 the Member.

9. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL, AND CERTAIN OTHER DAMAGES

To the maximum extent permitted by applicable law, in no event shall CoLab or its subsidiaries or affiliates (whether or not wholly-owned), divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly or 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 CoLab, and even if CoLab has been advised of the possibility of such damages.

10. LIMITATION OF LIABILITY AND REMEDIES

Notwithstanding any damages that Members might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of CoLab or its subsidiaries or affiliates (whether or not wholly-owned), divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns under any provision of this TOU and Member’s exclusive remedy for all of the foregoing shall be limited to actual damages incurred by you based on reasonable reliance up to ten dollars (USD $10.00). 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.

11. TERMINATION

Member Associate Termination: CoLab reserves the right to terminate any Service at any time. CoLab further reserves the right to terminate an Associate Member’s participation in and use of any Services, immediately and without notice, if the Associate Member fails to comply with the TOU.

Member Company Termination:  Pursuant to a Corporate Membership Agreement, the Member Company has agreed to the Membership Term designated. If the Member Company needs to terminate the Membership Agreement for any reason prior to the end of the Membership Term at least 30 days advance written notice is required and the Member Company is subject to forfeiture of the last month's deposit in addition to fifty percent (50%) of the invoice balance for the remaining membership term as a termination fee, payment of which is due on or before the termination date.

Notwithstanding the foregoing, the Member Company may terminate the lease “for cause” if CoLab fails for a period of five (5) continuous days or more to substantially provide the Services.  In such event, Member Company shall provide written notice of the failure to CoLab, after receipt of which CoLab shall have thirty (30) days to cure such breach. If the breach is not timely cured, Member Company may thereafter elect to terminate this Membership Agreement upon written notice to CoLab and such termination to be effective on the date such written notice is received by CoLab. Member Company shall be entitled to a return of any prepaid last month’s deposit, subject to satisfaction of any outstanding charges, and both parties shall have no further obligation or liability under this Membership Agreement.

12. INDEMNIFICATION

To the extent permitted by Washington law, the limitations of the Washington State Tort Claims Act (RCW 4.92 et. seq.) and the limitations of coverage under the Washington State Agency Self-Insurance Program, Member releases and hereby agrees to indemnify, defend, and save harmless CoLab and CoLab’s subsidiaries and affiliates (whether or not wholly-owned), 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, 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. Member further agrees in the event that Member brings a claim or lawsuit in violation of this Membership Agreement, each party shall be responsible for its own attorneys’ fees and costs incurred in connection with the pursuit or defense of such claim or lawsuit. 

Notwithstanding the foregoing, for the purposes of this Membership Agreement with CoLab and WSBDC, in the event that a dispute arises that the parties cannot resolve, the dispute shall be determined by a “Dispute Panel” in the following manner: (i) each party to this Membership Agreement shall appoint one member to the Dispute Panel; (ii) the members so appointed shall jointly appoint one additional member to the Dispute Panel to create a panel of three members; (iii) the Dispute Panel so constituted shall review the facts, contract terms, and applicable statutes and rules and make a determination of the dispute; (iv) the determination of the Dispute Panel shall be final and binding on the parties; and (v) he parties shall share equally the costs, if any, for the services of the Dispute Panel. Furthermore, WSBDC and CoLab shall, to the extent permitted by law, indemnify and hold the other harmless for any and all claims, injuries, damages, losses, or suits, including attorneys’ fees, arising out of its own acts or omissions and those of its officers, employees and agents in the performance of this Membership Agreement. No party to this Membership Agreement shall be responsible for the acts and omissions of those not a party to this Membership Agreement.

13. SEVERABILITY

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

14. INSURANCE

Members must carry their own insurance coverage as recommended by your insurance agent, which may include, for example your own commercial liability or umbrella policy, or renter’s insurance to cover Member’s personal property, including equipment while using CoLab space. Such a policy may cover the Member’s current residence and other office locations, as well as the premises of CoLab. Member agrees to obtain and maintain 1) a general liability policy of insurance for at least $1,000,000 per occurrence and $2,000,000 aggregate and 2) a “cause of loss-special form” or “all risk” property insurance policy covering all of Member’s personal property at 100% replacement value during the time this Membership Agreement is in effect.

15. 915 BUILDING POLICY

Building lobby is for passage use only. Members may NOT visit Floors 3 or 4 of the building unless prior appointment has been made. Building Parking spots are reserved for members paying additional parking fees and other tenants of the Building. If you are interested in getting a parking spot, please see the CoLab Community Manager. Any unauthorized cars parked in the reserved or guest spaces are subject to tow. Rules apply all hours of the day every day of the week.

16. SAFTEY AND SECURITY

CoLab is invested in maintaining a safe and secure environment. Because many of us come and go, we ask for your best judgement when entering and leaving the building. (i.e. close doors behind you, don’t let people in through side or back doors, and don’t duplicate your keys!) We are all human and, in the event that you lose your keys, CoLab is happy to replace them for a $20 fee. If there is a problem with the system or an issue of breached security, please call the CoLab member phone line at (360) 953-3210.

17. GUESTS, PETS AND KIDS

ALL guests to the CoLab space must be checked in with the Community Manager. Guests (non-members) are not allowed in the CoLab suites or 915 Broadway Building after hours and weekends. Any meetings involving non-members taking place after hours must be approved by Community Manager and scheduled at least seven days in advance. Pets are not permitted in the CoLab. Children below the age of 16 are not permitted in the CoLab workspace. If you have questions regarding this policy please contact your community manager.

18. AFTER HOURS ACCESS

Members are granted 24/7 access to CoLab, which means that Members may use the facility after hours (excluding those who are Open Desk members). ONLY Members are allowed to access the facility after hours, unless otherwise approved by CoLab. When accessing the facility after hours we ask that our members act responsibly and adhere to all business hour guidelines.

19. COMMON SPACE 

At CoLab we have created a work environment of mutual respect. While sharing this space we ask that we act as good community members by respecting the communal space. It’s simple-- be courteous, don’t dominate the space physically and vocally, and pick up after yourself!

20. CLEANLINESS AND MAINTENANCE

CoLab performs nightly janitorial service to restrooms, meeting rooms, and common areas. This does not include individual offices or pods. Members are responsible for cleaning up after themselves and being responsible for their space.

21. WORK ENVIRONMENT CONFLICT

CoLab has an open phone policy. Members are encouraged to take phone calls at their desks and around the space. Please be courteous of your volume level and length of conversation. If issues arise, CoLab encourages members to politely address the issue directly. If the issue continues or escalates, please contact the Community Manager.

22. MEMBERSHIP WORKSPACE 

Member use of open space desks and work areas is on a first-come, first-served basis. For all Membership workspace, including dedicated desk, glass pod, and private office, CoLab reserves the right to provide Services by relocating Members into substantially similar workspace in the 915 Broadway Building or one of CoLab’s other coworking communities in the downtown Vancouver area at CoLab’s sole cost and expense and with at least 30 days advance notice to Member, however CoLab shall not conduct any such space reconfiguration affecting a particular Member more than once each calendar year.

23. MEETING ROOMS

One of the many unique amenities that CoLab offers is access to meeting space. CoLab Meeting Rooms are available for use upon reservation and with payment of the Meeting Room fee. Meeting Rooms will be available in 30-minute blocks. Members have access to Meeting Rooms based on availability with a 2 ½ hours maximum per day, unless otherwise arranged with our Community Manager.

24. MEETING ROOM CREDITS

To ensure meeting rooms are available for all members use, CoLab uses a credit system to manage Member bookings; this is a way for us to obtain better booking control and ensure all members have adequate access to our meeting spaces.

Each level of membership is allotted a set amount of monthly credits (see below) to use when booking meeting spaces through Office R&D (colab.officernd.com). One credit = one hour of meeting space. After a Member exhausts their meeting room credits for that month, they will have the option to add additional credits for a highly discounted hourly rate.

OPEN DESK - 5 CREDITS

DEDICATED DESK - 7 CREDITS

DEDICATED POD - 8 CREDITS

GLASS POD - 9 CREDITS

PRIVATE OFFICE - 11 CREDITS

Reservations are not taken for CoLab’s two phone rooms; this means use is on a first-come, first-served basis. Please refrain from abusing these spaces, they are intended for last minute needs for private conversations and small meetings and we want these options to remain available for those times.

25. EVENTS AND WORKSHOPS 

CoLab will host events and workshops in our open co-working space. The majority of our events will be scheduled after business hours or on weekends, but we also want to make Members aware that we may have events during normal working hours in our open desk space. If an event is hosted during work hours, Members may choose to keep working or may relocate to a more suitable space within the CoLab. Events will be announced on the Member Portal and Members have access to all events, unless otherwise stated. We will be cautious of volume levels and distraction during events, although there will be times of higher attendance, and noise levels. Members may submit event feedback to Community Manager.

26. MAIL HANDLING AND ADDRESS

CoLab offers mail service and dedicated addresses upon Member request. No Member may request mail delivery to the CoLab address without first setting up formal Member Mail Service with the Community Manager. CoLab reserves the right to return any mail that is not properly addressed.

27. INTERNET ACCESS

All Members are granted conditional access to the CoLab’s Member Internet Services. Use of our community internet may only be used for lawful purposes. We ask our Members to act with basic integrity when using our server. Integrity is what you are doing when no one is looking: if you are doing something that you wouldn’t want everyone to see, you probably shouldn’t do it. Essentially, don’t be stupid (i.e. doing something illegal, accessing inappropriate content, and breaking into online devices through our network). CoLab offers a robust network and connectivity options, therefore Members are not permitted to install or use private access points or personal routers. If there is an issue with connectivity or security required from a Member’s company/industry, please raise this concern with the Community Manager.

28. ONLINE COMMUNITY

The purpose of CoLab is to create a community of people in a shared workspace. We want to foster a respectful environment through our various online community platforms. We ask our members to be kind to one another and to abide by the principle that, if you can’t say something nice, please do not say anything at all. Please don’t solicit business from other CoLab members. Members may post updates but if, in CoLab’s judgment, any Member overuses or abuses the platform, CoLab holds the right to remove Member access.

29. MEMBERS UNDER 21

Weekly Happy Hours are one of the many events CoLab throws for their members! If any Member Associate or Member Company employee is under the age of 21, that Member is responsible for their conduct during these events. If any under-age Member is caught consuming alcohol, their membership will be terminated immediately in accordance with the termination provisions above.