1. Acceptance of Terms.
HTDC reserves the right to update the TOU and membership application requirements at any time. HTDC will attempt to contact you to notify you of any updates using the contact information provided in the Membership Agreement.. Member shall immediately update HTDC of any changes in information provided in the Membership Application.
2. Description of Services.
HTDC may provide you with access to office space, work stations, Internet access, office equipment, conference space, knowledge resources, and other services as HTDC may 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 your use of the Services, you warrant and agree that you will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions, and any future amendments or notices from HTDC. You may not use the Services in any manner that could damage, disable, overburden, or impair any HTDC server, or the network(s) connected to any HTDC server, or interfere with any other member’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 HTDC server or to any of the Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain through any means any materials or information not intentionally made available through the Services.
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. You further represent and warrant that your participation in 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 facility.
a. You shall use facilities for general office and meeting purposes and for no other purpose without prior written consent of HTDC. You agree not to offer or use facilities to provide to others services provided by HTDC to HTDC clients. You agree not to make or permit use of facilities which is illegal, hazardous, or unsafe, or which may invalidate or increase the premium of any policy of insurance for the facilities, or may tend to impair the character, reputation, appearance, or operation of HTDC.
b. Dedicated Desk Membership. A limited number of dedicated desk memberships are available. Dedicated desk membership users shall provide thirty (30) days advance, written notice to HTDC of termination of its dedicated desk membership.
c. Condition of Facilities. HTDC has made no promise to alter or improve facilities or any representation concerning the condition thereof. When in use, you shall maintain facilities in good condition, shall not make holes in walls for any reason, or cause or permit facilities to be damaged or defaced while in your use. You shall make no alterations or additions to facilities without HTDC’s prior written consent, and shall return facilities at the end of each usage in as good condition as when you received use of facilities.
d. Occupancy and Use of Facility. You shall not encumber or assign any rights under this TOU, or sublicense facilities or permit occupancy or use by any person except your employees.
e. Right of Entry. HTDC has the right to enter facilities at any time to inspect the facilities, to provide services, to make repairs and alterations to facilities, and to show facilities to prospective clients or members. Only HTDC employees or representatives shall be permitted to enter facilities without notice except for obvious emergency reasons.
f. Smoking. Smoking is at all times prohibited within facility suites, corridors, conference/training rooms, bathrooms and lunchroom. Smoking is only allowed in areas designated with ashtrays in the facility courtyard and outside walkways.
g. Alcoholic Beverages. Alcoholic beverages are not allowed to be consumed on the property or within any HTDC facility.
h. Facility Keys. YOU WILL BE HELD RESPONSIBLE FOR ALL ASSIGNED FACILITY KEYS. KEYS ARE NOT TO BE GIVEN OR LOANED TO ANYONE OTHER THAN AUTHORIZED KEY HOLDERS. YOU WILL BE CHARGED FOR ANY KEYS THAT ARE MISSING OR NOT RETURNED.
5. Use of services.
You agree that when participating in or using the Services, you will not:
a. Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited message (commercial or otherwise);
b. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
c. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through HTDC Services;
d. 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;
e. 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;
f. 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;
g. Download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;
h. Restrict or inhibit any other user from using and enjoying the Services;
i. Violate any code of conduct or other guidelines which may be applicable to any particular Service;
j. Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the subject party;
k. Violate any applicable laws or regulations, and or conduct any illegal activity; and
l. Create a false identity for the purpose of misleading others.
6. Member Guests.
As a Member you are permitted to conduct occasional meetings with work-related guests in the coworking space or meeting rooms, provided that each guest is accompanied at all times by Member, adheres to all guidelines and restrictions under this TOU, and has signed a Liability Waiver in the form provided by HTDC. HTDC in its sole discretion may refuse admittance to any guest or remove any guest from the Premises.
7. HTDC reserves the right at all times to disclose any information about you and your participation in and use of the Services as HTDC 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 HTDC’s sole discretion.
a. 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 HTDC or any participant or user of the Services or any employee, affiliate, or agent thereof (“disclosing party”) that is nonpublic, confidential or proprietary in nature. Confidential Information also includes, without limitation, information about the disclosing party’s 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 disclosing party’s facilities, computer systems and/or books and records, any analyses, compilations, studies or other documents prepared or otherwise derived in any manner from Confidential Information and any information that you are obligated to keep confidential or know or have reason to know should be treated as confidential.
b. Your participation in and/or use of the Services obligates you 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 the disclosing party.
c. All Confidential Information remains the sole and exclusive property of the respective disclosing party. You acknowledge and agree that nothing in this TOU 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 any participant or user of the Services.
9. 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 HTDC does not have any liability with respect to your access to, participation in, or use of the Services, or any loss of information, or damages or injuries of any kind to person or property resulting from such participation or use.
10. Disclaimer of Warranties.
To the maximum extent permitted by law, HTDC 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, those relating to: merchantability, fitness for a particular purpose, lack of viruses, lack of negligence, title, quiet enjoyment, or quiet possession. All risks arising out of participation in or the use of the Services, remain with you.
11. Exclusion of Incidental, Consequential and Other Damages.
To the maximum extent permitted by law, in no event shall HTDC or its officers, agents, 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 use or provision of the Services.
12. Assumption of Risk, Release of Liability and Waiver, and Indemnification.
a. Assumption of Risk. Member hereby acknowledges and agrees that the Cohana workspace is a common area work environment open to various members and their guests with limited supervision, which poses the potential for death, injury, and property loss. The risks include but are not limited to those caused by the facilities, equipment, weather, vehicular traffic, and the actions of others, including but not limited to other members, guests and visitors. Member appreciates the character of the risk involved and voluntarily assumes all risk of possible harm or injury.
b. Release and Waiver. Member, hereby WAIVES, FULLY RELEASES, AND DISCHARGES HTDC and the State of Hawaii, its officers, employees, directors, and agents (“Released Parties”) from any liability, claims, demands, damages, costs, expenses, actions, and causes of action for the death, disability, or personal injury to Member and its guests, as well as any property loss however caused, arising from, or in any way related to Member’s use of any services or facilities pursuant to this TOU, whether from the negligence the Released Parties, other members and their guests, or otherwise.
c. Indemnification. Member, also hereby agrees to INDEMNIFY, DEFEND, and HOLD HARMLESS the Released Parties, from and against any and all liabilities, losses, damages, direct or consequential, costs and expenses including attorney’s fees, and all claims, suits, and demands therefor, arising in any manner, directly or indirectly, out of or in connection with the acts or omissions of the Member or the Member’s officers, employees, agents, or guests under this TOU, or the furnishing to, or use of any services or facilities pursuant to this TOU. This paragraph shall remain in full force and effect notwithstanding the expiration or early termination of this TOU.
HTDC reserves the right to terminate any Service at any time. HTDC also reserves the right to terminate this TOU with thirty (30) days advance written notice, without cause and without liability. HTDC further reserves the right to terminate your participation in and use of any Service, immediately and without notice, if you fail to comply with any provision of the TOU.
14. Severability and Waiver.
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 law.
The failure of HTDC to insist upon the strict compliance with any provision of this TOU shall not constitute or be deemed to constitute a waiver or relinquishment of HTDC’s right to enforce the same.
You should procure and maintain during your participation in or use of the Services, general liability, professional liability, automobile, and renters insurance, in sufficient coverage, form, and amounts to assure protection from and against the kind and extent of risks under this TOU. The procuring of such insurance shall not be construed to limit your liability, or to fulfill the indemnification provisions, hereunder.
16. Governing Law.
This TOU shall be governed by the laws of the State of Hawaii. Any action at law or in equity to enforce or interpret this TOU shall be brought in a court of competent jurisdiction in the State of Hawaii.